N-CSRS 1 fp0026908_ncsrs.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number 811-22363

Oppenheimer SteelPath MLP Funds Trust
(Exact name of registrant as specified in charter)

6803 S. Tucson Way
Centennial, Colorado 80112-3924
 (Address of principal executive offices) (Zip Code)

Cynthia Lo Bessette
OFI SteelPath, Inc.
225 Liberty Street
New York, New York 10281-1008
 (Name and address of agent for service)

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

Date of fiscal year end: November 30

Date of reporting period: May 31, 2017

Item 1. Reports to Stockholders.

The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
 

 

 


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

Distribution Sources

41

Portfolio Proxy Voting Policies and Procedures; Updates to Statements of Investments

42

Trustees and Officers

43

Privacy Policy Notice

44

 

 

Class A Shares

 

AVERAGE ANNUAL TOTAL RETURNS AT 5/31/17

 

 

Class A Shares of the Fund

   
 

Without

Sales Charge

With
Sales Charge

S&P 500 Index

Alerian MLP Index

6-Month

1.88%

-3.98%

10.81%

2.28%

1-Year

5.82%

-0.23%

17.47%

6.24%

5-Year

4.24%

3.02%

15.42%

2.57%

Since Inception (3/31/10)

5.29%

4.43%

13.00%

6.45%

 

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

 

2  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


Fund Performance Discussion

 

The Fund’s Class A shares (without sales charge) produced a total return of 1.88% during the reporting period. In comparison, master limited partnerships (“MLPs”), as measured by the Alerian MLP Index (AMZ), provided a total return gain of 2.28%. Please note that the returns for the Alerian MLP Index are calculated pre-tax, while the Fund’s returns are calculated post corporate tax, which contributed partially to the Fund’s underperformance this reporting period. This generally has a negative impact on the Fund’s performance versus the Index in up markets, and a positive impact on performance in down markets. During the same period, the S&P 500 Index produced a total return gain of 10.81%.

 

Over the six-month reporting period ended May 31, 2017, the midstream sector underperformed the broader markets as the correlation of price performance between midstream equities and crude oil remained elevated over the period. While the sector performed well early in the period, subsequent crude oil price weakness was accompanied by midstream price weakness. This crude oil price weakness appeared to stem primarily from continued U.S. inventory builds as well as fears that U.S. shale producers were ramping production more quickly than previously anticipated. Interestingly, while a quicker than expected resurgence of U.S. shale production may serve to temper the crude price recovery, we believe midstream assets should benefit through the resultant volume improvements regardless.

 

The influence of Washington remained topical over the period. In contrast to the challenging energy regulatory environment of the prior presidential administration, President Trump signed multiple midstream related executive orders in late January designed to expedite current and future midstream projects. Two orders were individually specific to the Keystone XL and Dakota Access Pipelines, each directing respective authorities to take all actions necessary and appropriate to facilitate the implementation of the projects. Additionally, President Trump signed an order to expedite the review and approval of high priority infrastructure projects. Separately, three large natural gas pipeline projects, representing a collective $7.5 billion of growth capital spending, received Federal Energy Regulatory Commission (FERC) approval in early February, just ahead of FERC’s loss of a quorum due to the resignation of a FERC commissioner. While at the end of the reporting period the commission still lacked a quorum to vote on project approvals, President Trump had made nominations to fill two of the three vacancies. However, Commissioner Colette Honorable has also announced her intention to not seek another term when her current seat expires in June, but that she is willing to stay on until the end of the year, awaiting her replacement.

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  3

 


Over the reporting period, we estimate approximately $15 billion of new equity supply entered the market through either secondary offerings, initial public offerings, or “at-the-market” programs in which primary units trade into the market anonymously throughout the normal trading day. This pace of equity issuance represents an increase from approximately $11 billion that was raised over the six month reporting period ended May 31, 2016. Midstream companies also raised approximately $15 billion of debt capital during the period. Most MLPs pay out the majority of excess cash flow as distributions to investors, and therefore must raise external capital to fund growth projects and to fund acquisitions.

 

MACRO REVIEW

West Texas Intermediate (WTI) crude oil prices ended the reporting period at $47.66 per barrel, down 4% over the reporting period. Global crude prices, as measured by Brent crude oil, traded 2% higher over the reporting period. As previously noted, the crude oil price decline appeared to stem primarily from continued U.S. inventory builds as well as fears that U.S. shale producers were ramping up production more quickly than previously anticipated. Brent exited the period at a $3 per barrel premium to WTI, which is near the historic norm. However, this reversion represents a departure from the $8 to $9 per barrel Brent premium present from 2009 to 2015.

 

Henry Hub natural gas spot prices exited the period at $3.20 per million British thermal units (“mmbtu”), down 3% over the reporting period, while up 52% from the year-ago period. Natural gas pricing has benefited from a long awaited realignment of supply-demand in which natural gas usage as a heating and electric generation fuel has increased as gas production volume growth has moderated, and as increased exports have become a reality via both liquefied natural gas and new pipelines to Mexico.

 

Mont Belvieu natural gas liquids (“NGL”) prices ended the reporting period at $24.13 per barrel, a 1% decline over the reporting period. Pricing for NGL purity products varied, with ethane and propane trading higher over the period while butane, isobutene, and natural gasoline prices declined. Frac spreads, a measure of natural gas processing economics, ended the period at $0.30 per gallon, up 8% over the reporting period. Generally, the greater the frac spread, the greater the incentive for producers to seek natural gas processing capacity.

 

The yield curve flattened over the reporting period as short rates increased while the yields on longer-dated maturities declined. The ten-year Treasury yield declined 18 basis points to end the period at 2.20%. The MLP yield spread at period-end, as measured by the AMZ and the 10-year Treasury bond, widened by 17 basis points to 5.22%.

 

Over the reporting period, real estate investment trusts (“REITs”) and utilities, two competing yield-oriented equity asset classes, posted total returns of 7.50% (as measured by the Dow Jones Equity REIT Total Return Index) and 16.86% (as measured by the Dow Jones Utility Average

 

4  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


Index), respectively, as compared to the AMZ’s 2.28% total return. Price to forward distributable cash flow (DCF), a commonly watched ratio within the MLP sector, declined over the period ending well below the ten-year average.

 

SUBSECTOR REVIEW

Performance among subsectors in the midstream, or energy infrastructure, MLP asset class varied for the reporting period. On average, the gathering and processing subsector provided the best performance over the period, buoyed by improved volumetric projections. The natural gas pipeline group followed as investors continued to express preference for the safety of long-haul natural gas pipelines, particularly those backed by utility demand pull.

 

The upstream subsector experienced the weakest performance over the reporting period as these entities’ cash flows were directly impacted by commodity price weakness over the period. The coal subsector also lagged over the reporting period as domestic coal pricing generally weakened through the reporting period.

 

FUND REVIEW

Key contributors to the Fund’s performance were Sunoco LP (SUN) and ONEOK Partners, LP (OKS).

 

SUN units outperformed over the period after announcing the $3.3 billion divestiture of its convenience store business and its intent to use the proceeds to delever. We believe SUN’s diverse geographic footprint and focus on the resilient fuel distribution business should provide for steady long-term operational performance.

 

OKS outperformed over the period following an announcement that the partnership and its sponsor, ONEOK, Inc. (OKE) would merge, eliminate incentive distribution rights (“IDRs”), and enhance dividend growth prospects. As a result of the transaction, ONEOK provided dividend growth expectations of 9% to 11% annually through 2021.

 

Key detractors from the Fund’s performance were NGL Energy Partners, LP (NGL) and Enbridge Energy Partners, LP (EEP).

 

NGL units underperformed over the period after the partnership reduced its earnings before interest, tax, depreciation and amortization (“EBITDA”) guidance and deferred plans to begin raising its cash distribution by nine months. NGL operates within several midstream subsectors including crude oil and refined products logistics as well as retail propane and water solutions. Strength in NGL’s water business has been offset by warmer winter weather weighing on the retail propane business and challenging market conditions in some portions of the partnership’s refiner products and crude marketing businesses.

 

EEP underperformed over the period as the company provided disappointing financial projections for the upcoming fiscal year followed by a reduction

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  5

 


of its cash distribution. Enbridge Inc. (ENB), EEP’s sponsor, provided some modest support, acquiring EPP’s underperforming natural gas business and allowing EEP to simplify its capital structure and modify the incentive distribution mechanism. Following this strategic realignment, we believe EEP is better positioned to benefit from its large network of crude oil pipelines in the U.S. and Canada, most of which benefit from strong contractual cash flow regardless of commodity prices or throughput volumes.

 

Please note that significant decreases in cash distributions from the Fund’s MLP investments and/or significant declines in the fair value of its investments may impact the Fund’s assessment regarding the recoverability of certain deferred tax assets, which may result in the recording of a valuation allowance. If a valuation allowance is established, this could have a material impact on the Fund’s net asset value and results of operations for the period. The Fund had a valuation allowance in place for a portion of the reporting period, but did not have one in place at period end. See Note 2 of the Notes to Financial Statements for more information.

 

OUTLOOK

We continue to believe we have seen the worst of this energy market down cycle. In our opinion, the rate of midstream growth will likely moderate from peak levels, but average distributions are still likely to grow. We expect midstream operators to benefit from the reflation of domestic hydrocarbon production and the more efficient use of existing assets going forward, in contrast to the widespread need to construct new assets over the first years of shale production growth. We believe current market valuations underestimate the potential for renewed business growth going forward and we remain optimistic on the sector’s prospects. Consequently, we believe midstream MLPs continue to offer attractive total return potential based on the potential for price appreciation and stable or growing distribution streams.

 

 


Stuart Cartner
Portfolio Manager

   


Brian Watson, CFA
Portfolio Manager

 

6  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


Top Holdings and Allocations

 

TOP TEN MASTER LIMITED PARTNERSHIP HOLDINGS

Energy Transfer Partners LP

6.42%

Energy Transfer Equity LP

4.75%

Genesis Energy LP

4.49%

MPLX LP

4.47%

Holly Energy Partners LP

4.15%

Tallgrass Energy Partners LP

4.00%

Magellan Midstream Partners LP

4.00%

TC Pipelines LP

3.98%

Enterprise Products Partners LP

3.89%

Buckeye Partners LP

3.87%

 

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

 

SECTOR ALLOCATION

 

Portfolio holdings and allocations are subject to change. Percentages are as of May 31, 2017, and based on the total value of investments.

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  7

 


Share Class Performance

 

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 5/31/17

 

 

Inception Date

6-Month

1-Year

5-Year

Since Inception

Class A (MLPFX)

3/31/2010

1.88%

5.82%

4.24%

5.29%

Class C (MLPEX)

7/14/2011

1.38%

4.98%

3.47%

2.89%

Class I (OSPSX)

6/28/2013

1.93%

6.23%

N/A

-0.35%

Class W (MLPYX)

3/31/2010

1.94%

6.02%

4.49%

5.57%

Class Y (MLPTX)

3/31/2010

1.94%

6.02%

4.49%

5.57%

 

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 5/31/17

 

 

Inception Date

6-Month

1-Year

5-Year

Since Inception

Class A (MLPFX)

3/31/2010

-3.98%

-0.23%

3.02%

4.43%

Class C (MLPEX)

6/10/2011

0.39%

4.00%

3.47%

2.89%

Class I (OSPSX)

6/28/2013

1.93%

6.23%

N/A

-0.35%

Class W (MLPYX)

3/31/2010

1.94%

6.02%

4.49%

5.57%

Class Y (MLPTX)

3/31/2010

1.94%

6.02%

4.49%

5.57%

 

Performance data quoted represents past performance, which does not guarantee future results.The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%, and for Class C shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I, Class W, or Class Y shares. Returns for periods of less than one year are cumulative and not annualized. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

 

The Fund’s performance is compared to the performance of the S&P 500 Index and the Alerian MLP Index. The S&P 500 Index is a broad-based measure of domestic stock performance. The Alerian MLP Index is a composite of the 50 most prominent Master Limited Partnerships that provides investors with an unbiased, comprehensive benchmark for this emerging asset class. The index, which is calculated using a float-adjusted, capitalization-weighted methodology, is disseminated real-time on a total-return basis. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not

 

8  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


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

 

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

 

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

 

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

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  9

 


Fund Expenses

 

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

 

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

 

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

 

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

 

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

 

10  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


Actual

Beginning
Account
Value
December 1, 2016

Ending
Account
Value
May 31, 2017

Expenses
Paid During
6 Months Ended
May 31, 2017

CLASS A

$ 1,000.00

$ 1,018.80

$ 14.54

CLASS C

1,000.00

1,013.80

18.27

CLASS I

1,000.00

1,019.30

12.88

CLASS W

1,000.00

1,019.40

13.29

CLASS Y

1,000.00

1,019.40

13.30

       

Hypothetical
(5% return before expenses)

 

 

 

CLASS A

1,000.00

1,010.59

14.48

CLASS C

1,000.00

1,006.85

18.21

CLASS I

1,000.00

1,012.24

12.84

CLASS W

1,000.00

1,011.84

13.24

CLASS Y

1,000.00

1,011.83

13.25

 

Expenses 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). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended May 31, 2017 are as follows:

 

Class

Expense Ratios

CLASS A

2.89%

CLASS C

3.64

CLASS I

2.56

CLASS W

2.64

CLASS Y

2.64

 

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

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  11

 


STATEMENT OF INVESTMENTS May 31, 2017 / Unaudited

 

Description

 

Shares

   

Value

 

Master Limited Partnership Shares — 92.3%

 

Coal — 0.3%

 

Alliance Holdings GP LP

   

285,916

   

$

8,094,282

 
                 

Diversified — 10.1%

 

Enterprise Products Partners LP

   

4,742,256

     

127,139,883

 

Hess Midstream Partners LP

   

703,810

     

16,356,544

 

ONEOK Partners LP

   

1,337,077

     

65,396,436

 

Westlake Chemical Partners LP

   

217,180

     

5,277,474

 

Williams Partners LP

   

2,949,621

     

115,536,655

 

Total Diversified

           

329,706,992

 
                 

Gathering/Processing — 8.6%

 

Antero Midstream GP LP

   

1,313,475

     

29,001,528

 

Antero Midstream Partners LP

   

1,871,060

     

64,813,518

 

Archrock Partners LP

   

2,003,680

     

31,037,003

 

Crestwood Equity Partners LP

   

342,645

     

7,846,570

 

CSI Compressco LP

   

786,709

     

4,326,900

 

PennTex Midstream Partners LP

   

395,200

     

7,876,336

 

Summit Midstream Partners LP

   

1,781,669

     

41,156,554

 

Western Gas Partners LP

   

1,726,868

     

96,238,354

 

Total Gathering/Processing

           

282,296,763

 
                 

Marine — 1.4%

 

GasLog Partners LP

   

1,297,868

     

28,423,309

 

Teekay LNG Partners LP

   

1,190,702

     

18,098,671

 

Total Marine

           

46,521,980

 
                 

Natural Gas Pipelines — 27.2%

 

Cone Midstream Partners LP

   

1,081,860

   

$

22,967,888

 

CrossAmerica Partners LP

   

869,446

     

20,892,787

 

Energy Transfer Equity LP

   

9,105,645

     

155,160,191

 

Energy Transfer Partners LP

   

9,644,389

     

209,861,915

 

EQT Midstream Partners LP

   

1,004,929

     

74,123,563

 

Rice Midstream Partners LP 1

   

4,185,105

     

102,576,924

 

Spectra Energy Partners LP

   

999,403

     

43,114,245

 

Tallgrass Energy Partners LP

   

2,637,344

     

130,812,262

 

TC Pipelines LP

   

2,313,002

     

130,152,623

 

Total Natural Gas Pipelines

           

889,662,398

 
                 

Petroleum Transportation — 44.7%

 

Buckeye Partners LP

   

1,973,432

     

126,299,648

 

DCP Midstream LP

   

2,452,890

     

82,858,624

 

Enbridge Energy Partners LP

   

2,981,335

     

49,370,908

 

Genesis Energy LP

   

4,703,601

     

146,705,315

 

Global Partners LP

   

1,066,845

     

20,003,344

 

Holly Energy Partners LP 1

   

4,143,307

     

135,734,737

 

Magellan Midstream Partners LP

   

1,799,479

     

130,624,181

 

MPLX LP

   

4,422,778

     

146,172,813

 

NGL Energy Partners LP

   

4,652,566

     

63,274,897

 

NuStar Energy LP

   

1,187,745

     

54,137,417

 

NuStar GP Holdings LLC 1

   

3,745,872

     

97,205,378

 

Plains All American Pipeline LP

   

726,714

     

19,243,387

 

Plains GP Holdings LP, Class A

   

929,910

     

24,800,700

 

Shell Midstream Partners LP

   

840,666

     

25,077,067

 

Sunoco LP

   

3,919,078

     

116,866,906

 

 

12  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

Description

 

Shares

   

Value

 

Petroleum Transportation — 44.7% (Continued)

 

Tesoro Logistics LP

   

1,602,604

   

$

84,905,960

 

TransMontaigne Partners LP 1

   

2,324,321

     

96,575,537

 

VTTI Energy Partners LP

   

985,040

     

19,208,280

 

Western Refining Logistics LP

   

836,840

     

20,669,948

 

Total Petroleum Transportation

           

1,459,735,047

 
                 

Total Master Limited Partnership Shares

 

(identified cost $2,568,456,180)

     

3,016,017,462

 
                 

Common Stock — 8.1%

 

Diversified — 0.9%

 

ONEOK, Inc.

   

552,454

     

27,445,915

 
                 

Gathering/Processing — 2.8%

 

Targa Resources Corp.

   

2,009,639

     

92,302,719

 
                 

Marine — 1.0%

 

Golar LNG Partners LP

   

1,672,048

     

33,039,668

 

Teekay Offshore Partners LP

   

102,500

     

320,825

 

Total Marine

           

33,360,493

 
                 

Natural Gas Pipelines — 3.4%

 

Tallgrass Energy GP LP 1

   

4,272,806

     

110,110,211

 
                 

Total Common Stock

 

(identified cost $246,108,350)

     

263,219,338

 
                 

Preferred Master Limited Partnership Shares — 1.9%

 

Gathering/Processing — 0.7%

 

Crestwood Equity Partners LP, 9.25% 2

   

2,802,385

   

$

22,643,271

 
                 

Petroleum Transportation — 1.2%

 

GPM Petroleum LP, 10.00% 1,2

   

2,000,000

     

40,720,000

 
                 

Total Preferred Master Limited Partnership Shares

 

(identified cost $61,654,175)

     

63,363,271

 
                 

Short-Term Investments — 0.9%

 

Money Market — 0.9%

 

Fidelity Treasury Portfolio, Institutional Class, 0.633% 3

 

$

29,678,995

     

29,678,995

 
                 

Total Short-Term Investments

 

(identified cost $29,678,995)

     

29,678,995

 
                 

Total Investments — 103.2% (identified cost $2,905,897,700)

     

3,372,279,066

 

Liabilities In Excess of Other Assets — (3.2)%

     

(104,576,977

)

Net Assets — 100.0%

   

$

3,267,702,089

 

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  13

 


STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

Footnotes to Statement of Investments

 

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 period ended May 31, 2017, by virtue of the Fund owning at least 5% of the voting securities of the issuer. Transactions during this period in which the issuer was an affiliate are as follows:

 

   

Shares
November 30,
2016

   

Gross
Additions

   

Gross
Reductions

   

Shares
May 31, 2017

 

GPM Petroleum LP

   

2,000,000

     

     

     

2,000,000

 

Holly Energy Partners LP

   

4,260,282

     

     

(116,975

)

   

4,143,307

 

Midcoast Energy Partners LPi

   

1,339,510

     

     

(1,339,510

)

   

 

NuStar GP Holdings LLC

   

1,834,567

     

1,917,305

     

(6,000

)

   

3,745,872

 

Rice Midstream Partners LP

   

2,958,060

     

1,290,875

     

(63,830

)

   

4,185,105

 

Tallgrass Energy GP LP

   

2,423,040

     

1,901,666

     

(51,900

)

   

4,272,806

 

TransMontaigne Partners LP

   

1,264,800

     

1,087,751

     

(28,230

)

   

2,324,321

 
                                 
   

Value
May 31, 2017

   

Distributions

   

Realized
Gain/(Loss)

         

GPM Petroleum LP

 

$

40,720,000

   

$

1,953,956

   

$

         

Holly Energy Partners LP

   

135,734,737

     

5,156,972

     

3,065,702

         

Midcoast Energy Partners LPi

   

     

478,875

     

(8,368,463

)

       

NuStar GP Holdings LLC

   

97,205,378

     

3,123,089

     

79,197

         

Rice Midstream Partners LP

   

102,576,924

     

2,155,834

     

628,187

         

Tallgrass Energy GP LP

   

110,110,211

     

2,028,133

     

13,594

         

TransMontaigne Partners LP

   

96,575,537

     

2,583,141

     

602,964

         
   

$

582,922,787

   

$

17,480,000

   

$

(3,978,819

)

       

 

 

i

Not an affiliate on May 31, 2017 was an affiliate during period ended May 31, 2017.

 

2.

Restricted security. The aggregate value of restricted securities at period end was $63,363,271, which represents 1.9% of the Fund’s net assets. See the accompanying Notes. Information concerning restricted securities is as follows:

 

Security

Acquisition Date

 

Cost

   

Value

   

Unrealized Appreciation/(Depreciation)

 

Crestwood Equity Partners LP - Preferred

3/2/2017-5/15/2017

 

$

27,261,832

   

$

22,643,271

   

$

(4,618,561

)

GPM Petroleum LP

1/12/2016

   

40,000,000

     

40,720,000

     

720,000

 

 

3.

Variable rate security; the coupon rate represents the rate at May 31, 2017

 

See accompanying Notes to Financial Statements.

 

14  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


STATEMENT OF ASSETS AND LIABILITIES May 31, 2017 / Unaudited

 

Assets:

     

Investments at value – see accompanying Statement of Investments:

     

Unaffiliated companies (cost $2,427,013,137)

 

$

2,789,356,279

 

Affiliated companies (cost $478,884,563)

   

582,922,787

 

 

   

3,372,279,066

 

Receivable for beneficial interest sold

   

6,195,655

 

Prepaid expenses

   

226,020

 

Dividends receivable

   

11,421

 

Total assets

   

3,378,712,162

 
         

Liabilities:

       

Deferred tax liability, net

   

103,354,642

 

Payable for beneficial interest redeemed

   

4,303,368

 

Payable to Manager

   

1,724,355

 

Payable for distribution and service plan fees

   

588,121

 

Transfer agent fees payable

   

518,376

 

Payable for investments purchased

   

143,740

 

Trustees' fees payable

   

23,675

 

Borrowing expense payable

   

17,724

 

Other liabilities

   

336,072

 

Total liabilities

   

111,010,073

 
         

Net Assets

 

$

3,267,702,089

 
         

Composition of Net Assets

       

Par value of shares of beneficial interest

 

$

356,808

 

Paid-in capital

   

3,073,258,604

 

Undistributed net investment loss, net of deferred taxes

   

(64,745,709

)

Accumulated undistributed net realized losses on investments, net of deferred taxes

   

(35,348,156

)

Net unrealized appreciation on investments, net of deferred taxes

   

294,180,542

 

Net Assets

 

$

3,267,702,089

 

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  15

 


STATEMENT OF ASSETS AND LIABILITIES Unaudited / (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

 

$

9.07

 

Offering price per share (net asset value plus sales charge of 5.75% of offering price)

 

$

9.62

 

Class C Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

8.68

 

Class I Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

9.33

 

Class W Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

9.30

 

Class Y Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

9.30

 

 

Net Assets:

     

Class A shares

 

$

540,390,500

 

Class C shares

   

537,831,384

 

Class I shares

   

415,913,057

 

Class W shares

   

6,171,512

 

Class Y shares

   

1,767,395,636

 

Total Net Assets

 

$

3,267,702,089

 
         

Shares Outstanding:

       

Class A shares

   

59,602,267

 

Class C shares

   

61,951,807

 

Class I shares

   

44,584,587

 

Class W shares

   

663,493

 

Class Y shares

   

190,005,585

 

Total Shares Outstanding

   

356,807,739

 

 

See accompanying Notes to Financial Statements.

 

16  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


STATEMENT OF OPERATIONS
For the Six Months Ended May 31, 2017 / Unaudited

 

Investment Income

     

Distributions from:

     

Unaffiliated Master Limited Partnerships

 

$

90,689,276

 

Affiliated Master Limited Partnerships

   

17,480,000

 

Less return of capital on distributions from:

       

Unaffiliated Master Limited Partnerships

   

(90,689,276

)

Affiliated Master Limited Partnerships

   

(17,480,000

)

Dividend income

   

2,737,363

 

Total investment income

   

2,737,363

 
         

Expenses

       

Management fees

   

11,498,900

 

Distribution and service plan fees

       

Class A

   

802,376

 

Class C

   

2,745,268

 

Transfer agent fees

       

Class A

   

707,929

 

Class C

   

604,106

 

Class I

   

54,671

 

Class W

   

7,330

 

Class Y

   

1,903,152

 

Administrative fees

   

341,857

 

Tax expense

   

118,580

 

Borrowing fees

   

102,073

 

Registration fees

   

99,480

 

Legal, auditing, and other professional fees

   

97,902

 

Custody fees

   

67,907

 

Trustees' fees

   

46,281

 

Other

   

46,830

 

Total expenses, before waivers and deferred taxes

   

19,244,642

 

Less expense waivers

   

(1,631,263

)

Net expenses, before deferred taxes

   

17,613,379

 
         

Net investment loss, before deferred taxes

   

(14,876,016

)

Deferred tax benefit

   

5,339,898

 

Net investment loss, net of deferred taxes

   

(9,536,118

)

         

Net Realized and Unrealized Gains on Investments:

       

Net Realized Gains

       

Investments from:

       

Unaffiliated companies

   

32,352,001

 

Affiliated companies

   

(3,978,819

)

Deferred tax expense

   

(10,412,958

)

Net realized gains, net of deferred taxes

   

17,960,224

 

Net Change in Unrealized Appreciation

       

Investments

   

66,043,329

 

Deferred tax expense

   

(24,237,902

)

Net change in unrealized appreciation, net of deferred taxes

   

41,805,427

 
         

Net realized and unrealized gains on investments, net of deferred taxes

   

59,765,651

 

Change in net assets resulting from operations

 

$

50,229,533

 

 

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  17

 


STATEMENTS OF CHANGES IN NET ASSETS

 

     

 

For the Six
Months Ended
May 31, 2017
(Unaudited)

   

For the
Year Ended
November 30, 2016

 

Operations

           

Net investment loss, net of deferred taxes

 

$

(9,536,118

)

 

$

(11,720,394

)

Net realized gains/(losses), net of deferred taxes

   

17,960,224

     

(75,521,417

)

Net change in unrealized appreciation, net of deferred taxes

   

41,805,427

     

271,004,499

 

Change in net assets resulting from operations

   

50,229,533

     

183,762,688

 
                 

Distributions to Shareholders

               

Distributions to shareholders from return of capital:

               

Class A shares

   

(20,265,572

)

   

(47,334,331

)

Class C shares

   

(17,764,616

)

   

(38,813,705

)

Class I shares

   

(11,028,308

)

   

(18,804,337

)

Class W shares

   

(201,389

)

   

(685,522

)

Class Y shares

   

(52,344,522

)

   

(110,561,896

)

Change in net assets resulting from distributions to shareholders

   

(101,604,407

)

   

(216,199,791

)

                 

Beneficial Interest Transactions

               

Class A shares

   

(83,838,724

)

   

32,860,671

 

Class C shares

   

30,916,440

     

77,425,235

 

Class I shares

   

111,083,100

     

116,926,337

 

Class W shares

   

(483,806

)

   

(10,900,819

)

Class Y shares

   

194,067,951

     

233,362,480

 

Change in net assets resulting from beneficial interest transactions

   

251,744,961

     

449,673,904

 

Change in net assets

   

200,370,087

     

417,236,801

 
                 

Net Assets

               

Beginning of period

   

3,067,332,002

     

2,650,095,201

 

End of period

 

$

3,267,702,089

   

$

3,067,332,002

 
                 

Undistributed net investment loss, net of deferred taxes

 

$

(64,745,709

)

 

$

(55,209,591

)

 

See accompanying Notes to Financial Statements.

 

18  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


FINANCIAL HIGHLIGHTS

 

Class A

 

Six Months
Ended
May 31,
2017
(Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*

   

Year Ended November 30,
2012

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

9.18

   

$

9.35

   

$

12.54

   

$

11.99

   

$

10.67

   

$

10.56

 

Income/(loss) from investment operations:

                                               

Net investment loss1

   

(0.03

)

   

(0.05

)

   

(0.04

)

   

(0.09

)

   

(0.07

)

   

(0.07

)

Return of capital1

   

0.20

     

0.41

     

0.43

     

0.44

     

0.44

     

0.43

 

Net realized and unrealized gains/(losses)

   

0.01

     

0.18

     

(2.87

)

   

0.91

     

1.66

     

0.46

 

Total from investment operations

   

0.18

     

0.54

     

(2.48

)

   

1.26

     

2.03

     

0.82

 

Distributions to shareholders:

                                               

Return of capital

   

(0.29

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

Net asset value, end of period

 

$

9.07

   

$

9.18

   

$

9.35

   

$

12.54

   

$

11.99

   

$

10.67

 
                                                 

Total Return, at Net Asset Value2

   

1.88

%

   

6.31

%

   

(20.49

%)

   

10.59

%

   

19.32

%

   

7.87

%

                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

540,390

   

$

631,417

   

$

608,965

   

$

872,216

   

$

618,758

   

$

207,631

 

Ratio of Expenses to Average Net Assets:3

                 

Before (waivers) and deferred tax expense/(benefit)

   

1.22

%

   

1.24

%

   

1.23

%

   

1.25

%

   

1.13

%

   

1.14

%

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.01

%)

   

(0.04

%)

Net of (waivers) and before deferred tax expense/(benefit)

   

1.11

%4

   

1.12

%4

   

1.12

%4

   

1.13

%4

   

1.12

%5

   

1.10

%

Deferred tax expense/(benefit)6,7

   

1.78

%

   

3.79

%

   

(13.36

%)

   

5.19

%

   

8.42

%

   

4.14

%

Total expenses/(benefit)

   

2.89

%

   

4.91

%

   

(12.24

%)

   

6.32

%

   

9.54

%

   

5.24

%

                                                 

Ratio of Investment Loss to Average Net Assets:3

                 

Before (waivers) and deferred tax benefit/(expense)

   

(1.15

%)

   

(1.08

%)

   

(0.83

%)

   

(1.24

%)

   

(0.94

%)

   

(1.07

%)

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.01

%)

   

(0.04

%)

Net of expense (waivers) and before deferred tax benefit/(expense)

   

(1.04

%)

   

(0.96

%)

   

(0.72

%)

   

(1.12

%)

   

(0.93

%)

   

(1.03

%)

Deferred tax benefit7,8

   

0.32

%

   

0.38

%

   

0.32

%

   

0.41

%

   

0.33

%

   

0.35

%

Net investment loss

   

(0.72

%)

   

(0.58

%)

   

(0.40

%)

   

(0.71

%)

   

(0.60

%)

   

(0.68

%)

                                                 

Portfolio turnover rate

   

8

%

   

10

%

   

8

%

   

12

%

   

2

%

   

11

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

1.

Per share amounts calculated based on average shares outstanding during the period net of deferred tax expense/benefit.

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and 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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

3.

Annualized for less than full period.

4.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.10%.

5.

Includes franchise tax expense. Without franchise 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.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

8.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  19

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class C

 

Six Months
Ended
May 31,
2017
(Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*

   

Year Ended November 30,
2012

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

8.84

   

$

9.09

   

$

12.30

   

$

11.87

   

$

10.64

   

$

10.58

 

Income/(loss) from investment operations:

                                               

Net investment loss1

   

(0.08

)

   

(0.13

)

   

(0.13

)

   

(0.18

)

   

(0.13

)

   

(0.12

)

Return of capital1

   

0.20

     

0.41

     

0.43

     

0.44

     

0.45

     

0.46

 

Net realized and unrealized gains/(losses)

   

0.01

     

0.18

     

(2.80

)

   

0.88

     

1.62

     

0.43

 

Total from investment operations

   

0.13

     

0.46

     

(2.50

)

   

1.14

     

1.94

     

0.77

 

Distributions to shareholders:

                                               

Return of capital

   

(0.29

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

Net asset value, end of period

 

$

8.68

   

$

8.84

   

$

9.09

   

$

12.30

   

$

11.87

   

$

10.64

 
                                                 

Total Return, at Net Asset Value2

   

1.38

%

   

5.59

%

   

(21.07

%)

   

9.66

%

   

18.51

%

   

7.36

%

                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

537,831

   

$

517,869

   

$

451,373

   

$

475,459

   

$

241,984

   

$

123,372

 

Ratio of Expenses to Average Net Assets:3

                         

Before (waivers) and deferred tax expense/(benefit)

   

1.97

%

   

1.99

%

   

1.98

%

   

2.00

%

   

1.89

%

   

2.04

%

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.01

%)

   

(0.19

%)

Net of (waivers) and before deferred tax expense/(benefit)

   

1.86

%4

   

1.87

%4

   

1.87

%4

   

1.88

%4

   

1.88

%5

   

1.85

%

Deferred tax expense/(benefit)6,7

   

1.78

%

   

3.79

%

   

(13.36

%)

   

5.19

%

   

6.84

%

   

3.88

%

Total expenses/(benefit)

   

3.64

%

   

5.66

%

   

(11.49

%)

   

7.07

%

   

8.72

%

   

5.73

%

                                                 

Ratio of Investment Loss to Average Net Assets:3

                         

Before (waivers) and deferred tax benefit

   

(2.15

%)

   

(2.01

%)

   

(1.65

%)

   

(2.01

%)

   

(1.70

%)

   

(1.96

%)

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.01

%)

   

(0.19

%)

Net of expense (waivers) and before deferred tax benefit

   

(2.04

%)

   

(1.89

%)

   

(1.54

%)

   

(1.89

%)

   

(1.69

%)

   

(1.77

%)

Deferred tax benefit7,8

   

0.32

%

   

0.38

%

   

0.39

%

   

0.41

%

   

0.62

%

   

0.63

%

Net investment loss

   

(1.72

%)

   

(1.51

%)

   

(1.15

%)

   

(1.48

%)

   

(1.07

%)

   

(1.14

%)

                                                 

Portfolio turnover rate

   

8

%

   

10

%

   

8

%

   

12

%

   

2

%

   

11

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

1.

Per share amounts calculated based on average shares outstanding during the period net of deferred tax expense/benefit.

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and 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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

3.

Annualized for less than full period.

4.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.85%.

5.

Includes franchise tax expense. Without franchise 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.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

8.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

20  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class I

 

Six Months
Ended
May 31,
2017
(Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Period Ended November 29,
2013*
,1,2

 

Per Share Operating Data

                             

Net Asset Value, Beginning of Period

 

$

9.43

   

$

9.54

   

$

12.74

   

$

12.14

   

$

12.20

 

Income/(loss) from investment operations:

                                       

Net investment income/(loss)3

   

0.00

4 

   

0.01

     

0.09

     

(0.05

)

   

(0.04

)

Return of capital3

   

0.20

     

0.41

     

0.43

     

0.44

     

0.00

4 

Net realized and unrealized gains/(losses)

   

(0.01

)

   

0.18

     

(3.01

)

   

0.92

     

0.33

 

Total from investment operations

   

0.19

     

0.60

     

(2.49

)

   

1.31

     

0.29

 

Distributions to shareholders:

                                       

Return of capital

   

(0.29

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

   

(0.35

)

Net asset value, end of period

 

$

9.33

   

$

9.43

   

$

9.54

   

$

12.74

   

$

12.14

 
                                         

Total Return, at Net Asset Value5

   

1.93

%

   

6.83

%

   

(20.25

%)

   

10.87

%

   

2.45

%

                                         

Ratios /Supplemental Data

                                       

Net assets, end of period (in thousands)

 

$

415,913

   

$

313,325

   

$

193,494

   

$

57,153

   

$

53,247

 

Ratio of Expenses to Average Net Assets:6

                 

Before deferred tax expense/(benefit)

   

0.78

%7

   

0.80

%8

   

0.80

%8

   

0.81

%8

   

1.32

%9

Deferred tax expense/(benefit)10,11

   

1.78

%

   

3.79

%

   

(13.36

%)

   

5.19

%

   

0.96

%

Total expenses/(benefit)

   

2.56

%

   

4.59

%

   

(12.56

%)

   

6.00

%

   

2.28

%

                                         

Ratio of Investment Income/(Loss) to Average Net Assets:6

                 

Before deferred tax benefit/(expense)

   

(0.42

%)

   

(0.29

%)

   

0.45

%

   

(0.82

%)

   

(1.32

%)

Deferred tax benefit11,12

   

0.32

%

   

0.38

%

   

0.39

%

   

0.41

%

   

0.46

%

Net investment loss

   

(0.10

%)

   

0.09

%

   

0.84

%

   

(0.41

%)

   

(0.86

%)

                                         

Portfolio turnover rate

   

8

%

   

10

%

   

8

%

   

12

%

   

2

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

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 net of deferred tax expense/benefit.

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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

6.

Annualized for less than full period.

7.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 0.77%.

8.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 0.78%.

9.

Includes franchise tax expense. Without franchise tax expense the net expense ratio would be 1.29%.

10.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

11.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

12.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  21

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class W

 

Six Months
Ended
May 31,
2017
(Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*
,1

   

Year Ended November 30,
2012
1

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

9.40

   

$

9.53

   

$

12.74

   

$

12.15

   

$

10.77

   

$

10.62

 

Income/(loss) from investment operations:

                                               

Net investment loss2

   

(0.02

)

   

(0.04

)

   

(0.06

)

   

(0.06

)

   

(0.05

)

   

(0.05

)

Return of capital2

   

0.20

     

0.41

     

0.43

     

0.44

     

0.42

     

0.41

 

Net realized and unrealized gains/(losses)

   

0.01

     

0.21

     

(2.87

)

   

0.92

     

1.72

     

0.50

 

Total from investment operations

   

0.19

     

0.58

     

(2.50

)

   

1.30

     

2.09

     

0.86

 

Distributions to shareholders:

                                               

Return of capital

   

(0.29

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

Net asset value, end of period

 

$

9.30

   

$

9.40

   

$

9.53

   

$

12.74

   

$

12.15

   

$

10.77

 
                                                 

Total Return, at Net Asset Value3

   

1.94

%

   

6.62

%

   

(20.33

%)

   

10.78

%

   

19.71

%

   

8.21

%

                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

6,172

   

$

6,708

   

$

19,391

   

$

57,589

   

$

58,357

   

$

61,876

 

Ratio of expenses to average net assets:4

                         

Before (waivers) and deferred tax expense/(benefit)

   

0.97

%

   

0.99

%

   

0.98

%

   

1.00

%

   

0.87

%

   

0.90

%

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.01

%)

   

(0.05

%)

Net of (waivers) and before deferred tax expense/(benefit)

   

0.86

%5

   

0.87

%5

   

0.87

%5

   

0.88

%5

   

0.86

%6

   

0.85

%

Deferred tax expense/(benefit)7,8

   

1.78

%

   

3.79

%

   

(13.36

%)

   

5.19

%

   

10.74

%

   

4.18

%

Total expenses/(benefit)

   

2.64

%

   

4.66

%

   

(12.49

%)

   

6.07

%

   

11.60

%

   

5.03

%

                                                 

Ratio of Investment Loss to Average Net Assets:4

                         

Before (waivers) and deferred tax benefit/(expense)

   

(0.79

%)

   

(1.00

%)

   

(1.05

%)

   

(1.02

%)

   

(0.70

%)

   

(0.83

%)

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.01

%)

   

(0.05

%)

Net of expense (waivers) and before deferred tax benefit/(expense)

   

(0.68

%)

   

(0.88

%)

   

(0.94

%)

   

(0.90

%)

   

(0.69

%)

   

(0.78

%)

Deferred tax benefit8,9

   

0.32

%

   

0.38

%

   

0.39

%

   

0.41

%

   

0.25

%

   

0.26

%

Net investment loss

   

(0.36

%)

   

(0.50

%)

   

(0.55

%)

   

(0.49

%)

   

(0.44

%)

   

(0.52

%)

                                                 

Portfolio turnover rate

   

8

%

   

10

%

   

8

%

   

12

%

   

2

%

   

11

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

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.

Per share amounts calculated based on average shares outstanding during the period net of deferred tax expense/benefit.

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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

4.

Annualized for less than a full period.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 0.85%.

6.

Includes franchise tax expense. Without franchise 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.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

9.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

22  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class Y

 

Six Months
Ended
May 31,
2017
(Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*
,1

   

Year Ended November 30,
2012
1

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

9.40

   

$

9.53

   

$

12.74

   

$

12.15

   

$

10.77

   

$

10.63

 

Income/(loss) from investment operations:

                                               

Net investment loss2

   

(0.01

)

   

(0.01

)

   

(0.00

)3

   

(0.05

)

   

(0.05

)

   

(0.06

)

Return of capital2

   

0.20

     

0.41

     

0.43

     

0.44

     

0.43

     

0.44

 

Net realized and unrealized gains/(losses)

   

0.00

3 

   

0.18

     

(2.93

)

   

0.91

     

1.71

     

0.47

 

Total from investment operations

   

0.19

     

0.58

     

(2.50

)

   

1.30

     

2.09

     

0.85

 

Distributions to shareholders:

                                               

Return of capital

   

(0.29

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

   

(0.71

)

Net asset value, end of period

 

$

9.30

   

$

9.40

   

$

9.53

   

$

12.74

   

$

12.15

   

$

10.77

 
                                                 

Total Return, at Net Asset Value4

   

1.94

%

   

6.62

%

   

(20.33

%)

   

10.78

%

   

19.71

%

   

8.11

%

                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

1,767,396

   

$

1,598,012

   

$

1,376,872

   

$

1,772,095

   

$

1,375,128

   

$

733,082

 

Ratio of Expenses to Average Net Assets:5

                         

Before (waivers) and deferred tax expense/(benefit)

   

0.97

%

   

0.99

%

   

0.98

%

   

1.00

%

   

0.88

%

   

0.88

%

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.01

%)

   

(0.03

%)

Net of (waivers) and before deferred tax expense/(benefit)

   

0.86

%6

   

0.87

%6

   

0.87

%6

   

0.88

%6

   

0.87

%7

   

0.85

%

Deferred tax expense/(benefit)8,9

   

1.78

%

   

3.79

%

   

(13.36

%)

   

5.19

%

   

9.32

%

   

4.20

%

Total expenses/(benefit)

   

2.64

%

   

4.66

%

   

(12.49

%)

   

6.07

%

   

10.19

%

   

5.05

%

                                                 

Ratio of Investment Loss to Average Net Assets:5

                         

Before (waivers) and deferred tax benefit/(expense)

   

(0.70

%)

   

(0.59

%)

   

(0.50

%)

   

(0.96

%)

   

(0.70

%)

   

(0.81

%)

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.01

%)

   

(0.03

%)

Net of expense (waivers) and before deferred tax benefit/(expense)

   

(0.59

%)

   

(0.47

%)

   

(0.39

%)

   

(0.84

%)

   

(0.69

%)

   

(0.78

%)

Deferred tax benefit9,10

   

0.32

%

   

0.38

%

   

0.39

%

   

0.41

%

   

0.25

%

   

0.26

%

Net investment loss

   

(0.27

%)

   

(0.09

%)

   

0.00

%11

   

(0.43

%)

   

(0.44

%)

   

(0.52

%)

                                                 

Portfolio turnover rate

   

8

%

   

10

%

   

8

%

   

12

%

   

2

%

   

11

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

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.

Per share amounts calculated based on average shares outstanding during the period net of deferred tax expense/benefit.

3.

Less than $0.005.

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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

5.

Annualized for less than a full period

6.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 0.85%.

7.

Includes franchise tax expense. Without franchise tax expense the net expense ratio would be 0.85%.

8.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

9.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

10.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

11.

Less than 0.005%.

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  23

 


NOTES TO FINANCIAL STATEMENTS Unaudited

 


1. Organization

 

Oppenheimer SteelPath MLP Select 40 Fund (the “Fund”), a separate series of Oppenheimer SteelPath MLP Funds Trust, is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI SteelPath, Inc. (the “Adviser” or “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or “Oppenheimer”).

 

The Fund offers Class A, Class C, Class I, Class W and Class Y shares. Effective June 28, 2013, Class I shares were renamed Class Y shares and Class Y shares were renamed Class W shares. Effective after August 30, 2013, Class W shares are no longer offered for purchase. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Effective June 28, 2013, although there is no initial sales charge on Class A purchases totaling $1 million or more, those Class A shares may be subject to a 1.00% contingent deferred sales charge (“CDSC”) if shares are redeemed within an 18-month holding period measured from the date of purchase. Class C shares are sold without a front-end sales charge but may be subject to a CDSC of 1.00% of the redemption proceeds if Class C shares are redeemed within one year of purchase. Class I shares are only available to eligible institutional investors. Class I shares are sold at net asset value per share without a sales charge or CDSC. An institutional investor that buys Class I shares for its customers’ accounts may impose charges on those accounts. Class Y shares are sold at net asset value per share without a sales charge directly to institutional investors that have special agreements with OppenheimerFunds Distributor, Inc. (the “Distributor” or “OFDI”) for that purpose. They may include insurance companies, registered investment companies, employee benefit plans and section 529 plans, among others. An institutional investor that buys Class Y shares for its customers’ accounts may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A and C shares have separate distribution and/or service plans under which they pay fees. Class I, W, and Y shares do not pay such fees.

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services- Investment Companies.

 

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

 

24  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies

 

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

 

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

 

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. The Fund’s dividend distribution policy is intended to provide monthly distributions to its shareholders at a rate that over time is similar to the distribution rate the Fund receives from the master limited partnerships (”MLPs”) in which it invests. The Fund generally pays out dividends that over time approximate the distributions received from the Fund’s portfolio investments based on, among other considerations, distributions the Fund actually received from portfolio investments, distributions it would have received if it had been fully invested at all times, and estimated future cash flows. Such dividends are not tied to the Fund’s investment income and may not represent yield or investment return on the Fund’s portfolio. To the extent that the dividends paid exceed the distributions the Fund receives from its underlying investments, the Fund’s assets will be reduced. The Fund’s tendency to pay out a consistent dividend may change, and the Fund’s level of distributions may increase or decrease.

 

The estimated characterization of the distributions paid will be either a qualified dividend or distribution (return of capital). This estimate is based on the Fund’s operating results during the period. It is anticipated that a significant portion of the distributions will be comprised of return of capital as a result of the tax character of cash distributions made by the Fund’s investments. The actual characterization of the distributions made during the period will not be determined until after the end of the fiscal year. The Fund will inform shareholders of the final tax character of the distributions on IRS Form 1099 DIV in February 2018. For the six months ended May 31, 2017, the Fund distributions are expected to be comprised of 100% return of capital.

 

Return of Capital Estimates. Distributions received from the Fund’s investments in MLPs generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded. For the six months ended May 31, 2017, the Fund estimated that 100% of the MLP distributions received would be treated as return of capital.

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  25

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

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

 

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

 

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

 

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

 

Federal Income Taxes. The Fund does not intend to qualify as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code, but will rather be taxed as a corporation. As a corporation, the Fund is obligated to pay federal, state and local income tax on taxable income. Currently, the maximum marginal regular federal income tax rate for a corporation is 35 percent. Upon enactment, a change in the federal income tax rate could have a material impact to the Fund. The Fund may be subject to a 20 percent alternative minimum tax on its federal alternative minimum taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax. The Fund is currently using an estimated rate of 1.7 percent for state and local tax, net of federal tax expense.

 

26  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

The Fund’s income tax provision consists of the following as of May 31, 2017:

 

Current tax expense (benefit)

     

Federal

 

$

 

State

   

 

Total current tax expense

 

$

 
         

Deferred tax expense (benefit)

       

Federal

 

$

27,953,233

 

State

   

1,357,729

 

Total deferred tax expense

 

$

29,310,962

 

 

The reconciliation between the federal statutory income tax rate of 35% and the effective tax rate on net investment income (loss) and realized and unrealized gain (loss) follows:

 

   

 

Amount

   

Rate

 

Application of statutory income tax rate

 

$

27,839,174

     

35.00

%

State income taxes net of federal benefit

   

1,352,188

     

1.70

%

Effect of permanent differences

   

119,600

     

0.15

%

Total income tax expense (benefit)

 

$

29,310,962

     

36.85

%

 

The Fund intends to invest its assets primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund reports its allocable share of the MLPs’ taxable income in computing its own taxable income. The Fund’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains/(losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and (iii) the net tax benefit of accumulated net operating losses and capital loss carryforwards. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary differences are realized or otherwise settled. To the extent the Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. A valuation allowance is required if, based on the evaluation criterion provided by ASC 740, Income Taxes, it is more-likely-than-not some portion or all of the deferred tax asset will not be realized.

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  27

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

At May 31, 2017, the Fund determined a valuation allowance was not required. In evaluating a valuation allowance on a portion of the deferred tax asset, significant consideration was given to the current and expected level of MLP distributions, unrealized gains and losses on MLP investments and the expiration dates for net operating losses and capital loss carryovers. Market cycles, the severity and duration of historical deferred tax assets and the impact of current and future redemptions were also considered. The Fund intends to assess whether a valuation allowance is required to offset some or all of any deferred tax asset balance in connection with the calculation of the Fund’s daily NAV; however, to the extent the final valuation allowance differs from the estimates of the Fund used in calculating the Fund’s daily NAV, the application of such final valuation allowance in these Financial Statements could have a material impact on the Fund’s NAV. Through the consideration of these factors, the Fund has determined that it is more likely than not the deferred tax asset, net of the valuation allowance, if required, will be realized.

 

Unexpected significant decreases in cash distributions from the Fund’s MLP investments, significant declines in the fair value of its investments, significant redemptions or increased risk of expiring net operating losses or capital loss carryovers may change the Fund’s assessment regarding the recoverability of its deferred tax assets and may result in a change to the valuation allowance. Modifications of the valuation allowance could have a material impact on the Fund’s net asset value.

 

Components of the Fund’s deferred tax assets and liabilities as of May 31, 2017 are as follows:

 

Deferred tax assets:

     

Net operating loss carryforward (tax basis)

 

$

240,360,677

 

Capital loss carryforward (tax basis)

   

15,639,494

 

Organizational Costs

   

6,723

 

Total deferred tax asset

   

256,006,894

 
         

Deferred tax liabilities:

       

Net unrealized gains on investment securities (tax basis)

   

(359,361,536

)

Total deferred tax liability

   

(359,361,536

)

         

Total net deferred tax asset/(liability)

 

$

(103,354,642

)

 

The Fund may rely, to some extent, on information provided by the MLPs, which may not necessarily be timely, to estimate taxable income allocable to MLP units held in its portfolio, and to estimate its associated deferred tax liability or asset. Such estimates are made in good faith. From time to time, as new information becomes available, the Fund will modify its estimates or assumptions regarding its tax liability or asset.

 

28  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of May 31, 2017, the Fund does not have any interest or penalties associated with the underpayment of any income taxes.

 

The Fund files income tax returns in the U.S. federal jurisdiction and various states. The Fund has reviewed all major jurisdictions and concluded that there is no significant impact on the Fund’s net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain tax positions expected to be taken on its tax returns. Furthermore, management of the Fund is not aware of any uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly change in the next 12 months.

 

At May 31, 2017, the Fund had net operating loss carryforwards for federal income tax purposes, which may be carried forward for 20 years, as follows:

 

Expiration Date

     

11/30/2030

 

$

525,993

 

11/30/2031

   

11,179,881

 

11/30/2032

   

33,698,662

 

11/30/2033

   

63,882,188

 

11/30/2034

   

129,986,547

 

11/30/2035

   

153,875,403

 

11/30/2036

   

116,663,919

 

11/30/2037

   

145,121,132

 

Total

 

$

654,933,725

 

 

At May 31, 2017, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:

 

Expiration Date

     

11/30/2021

   

42,614,424

 

Total

 

$

42,614,424

 

 

During the period ended May 31, 2017, the Fund utilized $77,801,709 of capital loss carryforward.

 

At May 31, 2017, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:

 

Cost of Investments

 

$

2,398,438,902

 

Gross Unrealized Appreciation

 

$

1,141,808,681

 

Gross Unrealized Depreciation

   

(167,968,517

)

Net Unrealized Appreciation (Depreciation) on Investments

 

$

973,840,164

 

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  29

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

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

 

Recent Accounting Pronouncement. In October 2016, the Securities and Exchange Commission (“SEC”) adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. OFI Global Asset Management, Inc., a wholly-owned subsidiary of OFI, (“OFI Global”) is currently evaluating the amendments and their impact, if any, on the Fund’s financial statements.

 


3. Securities Valuation

 

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

 

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

 

Valuation Methods and Inputs

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

 

30  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

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

 

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

 

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

 

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

 

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

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  31

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

Classifications

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

 

 

1)

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

 

 

2)

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

 

 

3)

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

 

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

 

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

 

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of May 31, 2017, based on valuation input level:

 

     

 

Level 1 —
Unadjusted

Quoted Prices

   

Level 2 —
Other Significant Observable Inputs

   

Level 3 —
Significant Unobservable Inputs

   

Value

 

Assets Table

                       

Investments, at Value:

                       

Master Limited Partnership Shares*

 

$

3,016,017,462

   

$

   

$

   

$

3,016,017,462

 

Common Stocks*

   

263,219,338

     

     

     

263,219,338

 

Preferred Master Limited Partnership Shares*

   

     

     

63,363,271

     

63,363,271

 

Money Market

   

29,678,995

                     

29,678,995

 

Total Assets

 

$

3,308,915,795

   

$

   

$

63,363,271

   

$

3,372,279,066

 

 

*

For a detailed break-out of securities by major industry classification, please refer to the Statement of Investments.

 

32  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining value:

 

Beginning balance November 30, 2016

 

$

40,060,000

 

Transfers into Level 3 during the period

   

 

Change in unrealized appreciation/(depreciation)

   

(1,492,737

)

Total realized gain/(loss)

   

 

Purchases

   

27,261,832

 

Sales

   

 

Return of capital distributions

   

(2,465,824

)

Transfers out of Level 3 during the period

   

 

Ending balance May 31, 2017

 

$

63,363,271

 

 

The total change in unrealized appreciation/depreciation included in the Statement of Operations attributable to Level 3 investments still held at May 31, 2017 is $(3,958,561).

 

The following table summarizes the valuation techniques and significant unobservable inputs used in determining fair value measurements for those investments classified as Level 3 as of May 31, 2017:

 

Assets Table Investments, at Value:

 

Value as of

May 31,
2017

 

Valuation

Technique

Unobservable

input

 

Range of Unobservable Inputs

   

Unobservable

Input Used

 

Preferred Stocks

 

$

40,720,000

 

Discounted

Cash Flow

Model

Illiquidity

Discount

   

n/a

     

7

%(a)

             

Estimated Yield

   

10.5% - 11.1

%

   

10.8

%(a)

     

22,643,271

 

Discounted

Cash Flow

Model

Annual

Illiquidity

Discount

   

n/a

     

10

%(b)

             

Estimated Yield

   

n/a

     

8.64

%(b)

Total

 

$

63,363,271

                     

 

(a)

The Fund fair values certain preferred shares using a discounted cash flow model, which incorporates an illiquidity discount and the expected yield based on the average yield on comparable companies’ equity. Such security’s fair valuation could decrease (increase) significantly based on an increase (decrease) in the illiquidity discount. Such security’s fair valuation could increase (decrease) significantly based on an increase (decrease) in expected yields.

 

(b)

The Fund fair values certain preferred shares using a discounted cash flow model, which incorporates an illiquidity discount and an estimated yield based on a recent transaction. Such security’s fair valuation could decrease (increase) significantly based on an increase (decrease) in the illiquidity discount. Such security’s fair valuation could increase (decrease) significantly based on an increase (decrease) in estimated yields.

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  33

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

The table below shows the transfers between Level 1 and Level 2. The Fund’s policy is to recognize transfers out as of the beginning of the reporting period.

 

    

 

Transfers
into
Level 1*

   

Transfers
out of
Level 2*

 

Assets Table

           

Investments, at Value:

           

Private Investment in Public Entity

 

$

   

$

(19,351,519

)

Master Limited Partnership Shares

   

19,351,519

         

Total Assets

 

$

19,351,519

   

$

(19,351,519

)

 

*

Transfers from Level 2 to Level 1 are a result of a certain privately held security becoming freely tradeable and being priced using quoted prices from an active market.

 


4. Investments and Risks

 

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

 

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

 

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

 

34  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


4. Investments and Risks (Continued)

 

of a corporation would be. In certain circumstances creditors of an MLP would have the right to seek return of capital distributed to a limited partner. This right of an MLP’s creditors would continue after the Fund sold its investment in the MLP.

 

MLPs are generally treated as publicly traded partnerships for federal income tax purposes. Any modification to federal income tax laws and related interpretations could cause a material decrease in the value of an MLP.

 

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

 

Concentration Risk. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in the equity securities of MLPs, the majority of which operate in the energy and/or natural resources sector. MLPs are subject to certain risks, such as supply and demand risk, depletion and exploration risk, commodity pricing risk, acquisition risk, and the risk associated with the hazards inherent in midstream energy industry activities. A substantial portion of the cash flow received by the Fund is derived from investment in equity securities of MLPs. The amount of cash that a MLP has available for distributions, and the tax character of such distributions, are dependent upon the amount of cash generated by the MLP’s operations.

 


5. Shares of Beneficial Interest

 

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

 

   

Six Months Ended

May 31, 2017

 

   

Year Ended
November 30, 2016

 

 

   

 

Shares

   

Amount

   

Shares

   

Amount

 

Class A

                       

Sold

   

10,548,005

   

$

100,681,926

     

28,810,307

   

$

251,292,498

 

Dividends and/or distributions reinvested

   

1,953,627

     

18,679,511

     

4,848,811

     

42,909,131

 

Redeemed

   

(21,654,514

)

   

(203,200,161

)

   

(30,048,645

)

   

(261,340,958

)

Net Increase/(Decrease)

   

(9,152,882

)

 

$

(83,838,724

)

   

3,610,473

   

$

32,860,671

 

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  35

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


5. Shares of Beneficial Interest (Continued)

 

   

Six Months Ended
May 31, 2017

   

Year Ended
November 30, 2016

 
             

   

 

Shares

   

Amount

   

Shares

   

Amount

 

Class C

                       

Sold

   

7,705,050

   

$

70,471,038

     

19,788,955

   

$

168,230,548

 

Dividends and/or distributions reinvested

   

1,878,615

     

17,237,706

     

4,377,630

     

37,507,093

 

Redeemed

   

(6,229,861

)

   

(56,792,304

)

   

(15,233,409

)

   

(128,312,406

)

Net Increase

   

3,353,804

   

$

30,916,440

     

8,933,176

   

$

77,425,235

 

   

                               

Class I

                               

Sold

   

15,436,875

   

$

151,152,917

     

24,135,985

   

$

213,799,951

 

Dividends and/or distributions reinvested

   

1,069,703

     

10,503,171

     

1,869,307

     

17,067,890

 

Redeemed

   

(5,164,764

)

   

(50,572,988

)

   

(13,034,589

)

   

(113,941,504

)

Net Increase

   

11,341,814

   

$

111,083,100

     

12,970,703

   

$

116,926,337

 

   

                               

Class W

                               

Sold

   

   

$

     

   

$

 

Dividends and/or distributions reinvested

   

20,429

     

200,352

     

77,300

     

679,178

 

Redeemed

   

(70,336

)

   

(684,158

)

   

(1,398,461

)

   

(11,579,997

)

Net Decrease

   

(49,907

)

 

$

(483,806

)

   

(1,321,161

)

 

$

(10,900,819

)

  

                               

Class Y

                               

Sold

   

48,667,015

   

$

472,015,917

     

99,929,271

   

$

884,972,482

 

Dividends and/or distributions reinvested

   

4,812,420

     

47,164,293

     

10,825,544

     

98,106,060

 

Redeemed

   

(33,421,490

)

   

(325,112,259

)

   

(85,263,758

)

   

(749,716,062

)

Net Increase

   

20,057,945

   

$

194,067,951

     

25,491,057

   

$

233,362,480

 

 


6. Purchases and Sales of Securities

 

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the six months ended May 31, 2017, were as follows:

 

   

Purchases

   

Sales

 

Investment securities

 

$

506,754,190

   

$

272,592,528

 

 

36  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates

 

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

 

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%

 

The Fund’s effective management fee for the six months ended May 31, 2017 was 0.70% of average annual net assets before any applicable waivers.

 

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

 

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

 

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

 

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, the Distributor acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

 

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  37

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates (Continued)

 

rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

 

Distribution and Service Plans for Class C Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class C shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class C shares daily net assets. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets.

 

The Plan and Plans continue in effect from year to year only if the Fund’s Board votes annually to approve their continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

 

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

 

Six Months Ended

 

Class A Front-End Sales Charges Retained by Distributor

   

Class A Contingent Deferred Sales Charges Retained by Distributor

   

Class C Contingent Deferred Sales Charges Retained by Distributor

 

May 31, 2017

 

$

156,335

   

$

10,577

   

$

24,357

 

 

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to limit fees and/or reimburse expenses of the Fund to the extent that the Fund’s total annual fund operating expenses (exclusive of interest, taxes, such as deferred tax expenses, brokerage commissions, acquired fund fees and expenses, dividend costs related to short sales, and litigation expense, if any) exceed 1.10% for Class A shares, 1.85% for Class C shares, 0.85% for Class W shares, and 0.85% for Class Y shares.

 

The Fund’s total annual operating expenses after fee waiver and/or expense reimbursement (“Net Expenses”) will be higher than these amounts to the extent that the Fund incurs expenses excluded from the expense cap. Because the Fund’s deferred income tax expense/

 

38  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates (Continued)

 

(benefit) is excluded from the expense cap, the Fund’s Net Expenses for each class of shares is increased/(decreased) by the amount of this expense. During the six months ended May 31, 2017, the Manager reimbursed $319,536, $271,316, $3,318, and $852,745 for Class A, Class C, Class W, and Class Y respectively. This undertaking may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein, unless approved by the Fund’s Board.

 

The Manager can be reimbursed by the Fund within three years after the date the fee limitation and/or expense reimbursement has been made by the Manager, provided that such repayment does not cause the expenses of any class of the Fund to exceed the foregoing limits.

 

The following table represents amounts eligible for recovery at May 31, 2017:

 

Eligible Expense Recoupment Expiring:

     

November 30, 2017

 

$

3,539,444

 

November 30, 2018

   

3,233,228

 

November 30, 2019

   

3,014,707

 

November 30, 2020

   

1,446,915

 

 

During the six months ended May 31, 2017, the Manager did not recoup any expenses.

 

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

 

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

 

Class A

 

$

40,227

 

Class C

   

34,533

 

Class W

   

415

 

Class Y

   

109,173

 

 

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

 

Related Party. The Interested Trustees and officers of the Fund are also officers or trustees of companies affiliated with the Manager, Distributor, and Transfer Agent.

 

Cross Trades. The Fund is permitted to purchase and sell securities from and to other Funds managed by the Manager or OFI Global (“cross-trade”) pursuant to “Cross-Trading” Procedures adopted by the Fund’s Board of Trustees. These procedures are designed to ensure that any cross-trade of securities by the Fund from or to another fund that is or could be considered an affiliate of the Fund under certain limited circumstances by virtue of having a

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  39

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates (Continued)

 

common investment adviser, common Officer, or common Trustee complies with Rule 17a-7 of the 1940 Act. Further, as defined under these procedures, each cross-trade is effected at the current market price.

 

During the period the Fund had $234,659,660 in purchases and $50,000,314 in sales considered cross-trades, resulting in $18,570,358 of tax adjusted realized gain/(loss).

 


8. Borrowing Agreement

 

The Fund, along with Oppenheimer SteelPath MLP Alpha Plus Fund, Oppenheimer SteelPath MLP Income Fund, and Oppenheimer SteelPath MLP Alpha Fund (collectively, the “Trust”), is a borrower in a $700 million revolving credit agreement (the “Loan Agreement”) with a major lending institution (the “Lender”). The Fund is permitted to borrow up to the lesser of one-third of the Fund’s total assets, or the maximum amount permitted pursuant to the Fund’s investment limitations. As the Loan Agreement is not available exclusively to the Fund, the Fund may not be able to borrow all of its requested amounts at any given time. Amounts borrowed under the Loan Agreement, if any, are invested by the Fund under the direction of the Manager consistent with the Fund’s investment objective and policies, and as such, the related investments are subject to normal market fluctuations and investment risks, including the risk of loss due to a decline in value. The borrowing, if any, is fully collateralized throughout the term of the borrowing with securities or other assets of the Fund. The Fund is not liable for borrowings of other funds in the Trust. Securities that have been pledged as collateral for the borrowing are indicated in the Statement of Investments.

 

Borrowings under the Loan Agreement are charged interest at a calculated rate computed by the Lender based on the one month LIBOR rate plus 0.65% per annum. An unused commitment fee at the rate of 0.125% per annum is charged for any undrawn portion of the credit facility, and each member of the Trust will pay its pro rata share of this fee. A facility fee of 0.20% was charged on the commitment amount, and each party of the Trust paid its pro rata share of this fee. The borrowing is due November 17, 2017, unless another date is mutually agreed upon by the parties of the Loan Agreement. For the period ended May 31, 2017, the Fund paid $102,073 in borrowing fees. The Fund did not utilize the facility during the period ended May 31, 2017.

 

40  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


DISTRIBUTION SOURCES Unaudited

 

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

 

For the most current information, please go to oppenheimerfunds.com. Select your Fund, then the ’Detailed’ tab; where ‘Dividends’ are shown, the Fund’s latest pay date will be followed by the sources of any distribution, updated daily.

 

Fund Name

Pay
Date

Net
Income

Net
Profit
from Sale

Other
Capital
Sources

Oppenheimer SteelPath MLP Select 40 Fund

1/6/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Select 40 Fund

2/7/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Select 40 Fund

3/7/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Select 40 Fund

4/5/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Select 40 Fund

5/5/17

0.0%

0.0%

100.0%

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  41

 


PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

 

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

 

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

 

Householding – Delivery of Shareholder Documents

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

 

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

 

42  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 

Trustees and Officers   Robert J. Malone, Chairman of the Board of Trustees and Trustee
Jon S. Fossel, Trustee
Richard F. Grabish, Trustee
Beverly L. Hamilton, Trustee
Victoria J. Herget, Trustee
F. William Marshall, Jr., Trustee
Karen L. Stuckey, Trustee
James D. Vaughn, Trustee
Arthur P. Steinmetz, Trustee, President and Principal Executive Officer
Stuart Cartner, Vice President
Brian Watson, Vice President
Cynthia Lo Bessette, Secretary and Chief Legal Officer
Jennifer Foxson, Vice President and Chief Business Officer
Mary Ann Picciotto, Chief Compliance Officer
and Chief Anti-Money Laundering Officer
Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer
     

Manager

 

OFI 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 & Company, Ltd.

     

Legal Counsel

 

Ropes & Gray LLP

 

© 2017 OppenheimerFunds, Inc. All rights reserved.

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  43

 


PRIVACY POLICY NOTICE

 

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

 

We obtain nonpublic personal information about our shareholders from the following sources:

 

 

Applications or other forms.

 

 

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

 

 

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

 

 

Your transactions with us, our affiliates or others.

 

 

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

 

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

 

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

 

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

 

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

 

Protection of Information

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

 

Disclosure of Information

Copies of confirmations, account statements and other documents reporting activity in your fund accounts are made available to your financial advisor (as designated by you). We may also use details about you and your investments to help us, our financial service affiliates, or firms that jointly market their financial products and services with ours, to better serve

 

44  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


PRIVACY POLICY NOTICE (Continued)

 

your investment needs or suggest educational material that may be of interest to you. If this requires us to provide you with an opportunity to “opt in” or “opt out” of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before any such sharing takes place.

 

Right of Refusal

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

 

Internet Security and Encryption

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

 

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

 

 

All transactions, including redemptions, exchanges and purchases, are secured by SSL and 256-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 closing your browser or, for added security, you can use the Log Out button before you close your browser.

 

Other Security Measures

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

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  45

 


PRIVACY POLICY NOTICE (Continued)

 

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, safeguard that information. Also, take special precautions when accessing your account on a computer used by others.

 

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated as of November 2016. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com, write to us at P.O. Box 5270, Denver, CO 80217-5270, or call us at 800 CALL OPP (225 5677).

 

46  OPPENHEIMER STEELPATH MLP SELECT 40 FUND

 


 

 

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

 

 

 

OPPENHEIMER STEELPATH MLP SELECT 40 FUND  47

 



 

 


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

14

Statement of Operations

16

Statements of Changes in Net Assets

17

Financial Highlights

18

Notes to Financial Statements

22

Distribution Sources

39

Portfolio Proxy Voting Policies and Procedures; Updates to Statements of Investments

40

Trustees and Officers

41

Privacy Policy Notice

42

 

 

Class A Shares

 

AVERAGE ANNUAL TOTAL RETURNS AT 5/31/17

 

 

Class A Shares of the Fund

   
 

Without
Sales Charge

With
Sales Charge

S&P 500 Index

Alerian MLP Index

6-Month

1.09%

-4.70%

10.81%

2.28%

1-Year

4.71%

-1.34%

17.47%

6.24%

5-Year

3.79%

2.57%

15.42%

2.57%

Since Inception (3/31/10)

4.87%

4.01%

13.00%

6.45%

 

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

 

2  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


Fund Performance Discussion

 

The Fund’s Class A shares (without sales charge) produced a total return of 1.09% during the reporting period. In comparison, master limited partnerships (“MLPs”), as measured by the Alerian MLP Index (AMZ), provided a total return gain of 2.28%. Please note that the returns for the Alerian MLP Index are calculated pre-tax, while the Fund’s returns are calculated post corporate tax, which contributed partially to the Fund’s underperformance this reporting period. This generally has a negative impact on the Fund’s performance versus the Index in up markets, and a positive impact on performance in down markets. During the same period, the S&P 500 Index produced a total return gain of 10.81%.

 

Over the six-month reporting period ended May 31, 2017, the midstream sector underperformed the broader markets as the correlation of price performance between midstream equities and crude oil remained elevated over the period. While the sector performed well early in the period, subsequent crude oil price weakness was accompanied by midstream price weakness. This crude oil price weakness appeared to stem primarily from continued U.S. inventory builds as well as fears that U.S. shale producers were ramping production more quickly than previously anticipated. Interestingly, while a quicker than expected resurgence of U.S. shale production may serve to temper the crude price recovery, we believe midstream assets should benefit through the resultant volume improvements regardless.

 

The influence of Washington remained topical over the period. In contrast to the challenging energy regulatory environment of the prior presidential administration, President Trump signed multiple midstream related executive orders in late January designed to expedite current and future midstream projects. Two orders were individually specific to the Keystone XL and Dakota Access Pipelines, each directing respective authorities to take all actions necessary and appropriate to facilitate the implementation of the projects. Additionally, President Trump signed an order to expedite the review and approval of high priority infrastructure projects. Separately, three large natural gas pipeline projects, representing a collective $7.5 billion of growth capital spending, received Federal Energy Regulatory Commission (FERC) approval in early February, just ahead of FERC’s loss of a quorum due to the resignation of a FERC commissioner. While at the end of the reporting period the commission still lacked a quorum to vote on project approvals, President Trump had made nominations to fill two of the three vacancies. However, Commissioner Colette Honorable has also announced her intention to not seek another term when her current seat expires in June, but that she is willing to stay on until the end of the year, awaiting her replacement.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  3

 


Over the reporting period, we estimate approximately $15 billion of new equity supply entered the market through either secondary offerings, initial public offerings, or “at-the-market” programs in which primary units trade into the market anonymously throughout the normal trading day. This pace of equity issuance represents an increase from approximately $11 billion that was raised over the six month reporting period ended May 31, 2016. Midstream companies also raised approximately $15 billion of debt capital during the period. Most MLPs pay out the majority of excess cash flow as distributions to investors, and therefore must raise external capital to fund growth projects and to fund acquisitions.

 

MACRO REVIEW

West Texas Intermediate (WTI) crude oil prices ended the reporting period at $47.66 per barrel, down 4% over the reporting period. Global crude prices, as measured by Brent crude oil, traded 2% higher over the reporting period. As previously noted, the crude oil price decline appeared to stem primarily from continued U.S. inventory builds as well as fears that U.S. shale producers were ramping up production more quickly than previously anticipated. Brent exited the period at a $3 per barrel premium to WTI, which is near the historic norm. However, this reversion represents a departure from the $8 to $9 per barrel Brent premium present from 2009 to 2015.

 

Henry Hub natural gas spot prices exited the period at $3.20 per million British thermal units (“mmbtu”), down 3% over the reporting period, while up 52% from the year-ago period. Natural gas pricing has benefited from a long awaited realignment of supply-demand in which natural gas usage as a heating and electric generation fuel has increased as gas production volume growth has moderated, and as increased exports have become a reality via both liquefied natural gas and new pipelines to Mexico.

 

Mont Belvieu natural gas liquids (“NGL”) prices ended the reporting period at $24.13 per barrel, a 1% decline over the reporting period. Pricing for NGL purity products varied, with ethane and propane trading higher over the period while butane, isobutene, and natural gasoline prices declined. Frac spreads, a measure of natural gas processing economics, ended the period at $0.30 per gallon, up 8% over the reporting period. Generally, the greater the frac spread, the greater the incentive for producers to seek natural gas processing capacity.

 

The yield curve flattened over the reporting period as short rates increased while the yields on longer-dated maturities declined. The ten-year Treasury yield declined 18 basis points to end the period at 2.20%. The MLP yield spread at period-end, as measured by the AMZ and the 10-year Treasury bond, widened by 17 basis points to 5.22%.

 

Over the reporting period, real estate investment trusts (“REITs”) and utilities, two competing yield-oriented equity asset classes, posted total returns of 7.50% (as measured by the Dow Jones Equity REIT Total Return Index) and 16.86% (as measured by the Dow Jones Utility Average

 

4  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


Index), respectively, as compared to the AMZ’s 2.28% total return. Price to forward distributable cash flow (DCF), a commonly watched ratio within the MLP sector, declined over the period ending well below the ten-year average.

 

SUBSECTOR REVIEW

Performance among subsectors in the midstream, or energy infrastructure, MLP asset class varied for the reporting period. On average, the gathering and processing subsector provided the best performance over the period, buoyed by improved volumetric projections. The natural gas pipeline group followed as investors continued to express preference for the safety of long-haul natural gas pipelines, particularly those backed by utility demand pull.

 

The upstream subsector experienced the weakest performance over the reporting period as these entities’ cash flows were directly impacted by commodity price weakness over the period. The coal subsector also lagged over the reporting period as domestic coal pricing generally weakened through the reporting period.

 

FUND REVIEW

Key contributors to the Fund’s performance were TC Pipelines, LP (TCP) and Tallgrass Energy GP, LP (TEGP).

 

TCP units outperformed over the period, during which the partnership announced plans to acquire its sponsor’s interest in the Iroquois Gas Transmission System and an interest in the Portland Natural Gas Transmission System. Additionally, TCP’s sponsor, TransCanada Corp (TRP), closed its acquisition of Columbia Pipeline Partners (CPPL). We believe that TRP may offer some or all of these assets to TCP in the future, further improving TCP’s growth backlog.

 

TEGP units outperformed over the period as the general partner’s underlying operating partnership, Tallgrass Energy Partners (TEP), announced better than expected operating and financial results as well as new long-term contracts on the Rockies Express Pipeline. TEGP management expects to grow its distribution by 30% to 40% over 2017.

 

Key detractors from the Fund’s performance were Targa Resources Corp (TRGP) and Plains All American Pipeline (PAA).

 

TRGP shares underperformed over the reporting period after reporting weaker than expected results for the first quarter of 2017. During the reporting period, TRGP announced an acquisition that is expected to enhance its already substantial footprint in the premier Permian basin while also facilitating TRGP’s entry into crude gathering activities in the play.

 

PAA units underperformed over the period as headwinds in its Supply & Logistics segment resulted in operational performance that was below market expectations. Despite continued headwinds in the first half of 2017, Plains is expecting improvement in fee-based volumes and margins during the second half of 2017 and

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  5

 


into 2018. With its significant asset footprint in the Permian basin, Plains is expected to be one of the primary beneficiaries of continued production growth in the basin.

 

Please note that significant decreases in cash distributions from the Fund’s MLP investments and/or significant declines in the fair value of its investments may impact the Fund’s assessment regarding the recoverability of certain deferred tax assets, which may result in the recording of a valuation allowance. If a valuation allowance is established, this could have a material impact on the Fund’s net asset value and results of operations for the period. The Fund had a valuation allowance in place for a portion of the reporting period, but did not have one in place at period end. See Note 2 of the Notes to Financial Statements for more information.

 

OUTLOOK

We continue to believe we have seen the worst of this energy market down cycle. In our opinion, the rate of midstream growth will likely moderate from peak levels, but average distributions are still likely to grow. We expect midstream operators to benefit from the reflation of domestic hydrocarbon production and the more efficient use of existing assets going forward, in contrast to the widespread need to construct new assets over the first years of shale production growth. We believe current market valuations underestimate the potential for renewed business growth going forward and we remain optimistic on the sector’s prospects. Consequently, we believe midstream MLPs continue to offer attractive total return potential based on the potential for price appreciation and stable or growing distribution streams.

 

 


Stuart Cartner
Portfolio Manager

   


Brian Watson, CFA
Portfolio Manager

 

6  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


Top Holdings and Allocations

 

TOP TEN MASTER LIMITED PARTNERSHIP HOLDINGS

Energy Transfer Partners LP

11.22%

Enterprise Products Partners LP

7.89%

TC Pipelines LP

7.53%

Energy Transfer Equity LP

7.50%

Magellan Midstream Partners LP

7.25%

MPLX LP

6.70%

Targa Resources Corp.

6.65%

Tallgrass Energy GP LP

4.72%

Williams Partners LP

4.71%

Buckeye Partners LP

4.10%

 

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

 

SECTOR ALLOCATION

 

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

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  7

 


Share Class Performance

 

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 5/31/17

 

 

Inception Date

6-Month

1-Year

5-Year

Since Inception

CLASS A (MLPAX)

3/31/2010

1.09%

4.71%

3.79%

4.87%

CLASS C (MLPGX)

8/25/2011

0.55%

3.82%

2.99%

3.56%

CLASS I (OSPAX)

6/28/2013

1.17%

5.16%

N/A

-0.93%

CLASS Y (MLPOX)

3/31/2010

1.18%

4.95%

4.04%

5.14%

 

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 5/31/17

 

 

Inception Date

6-Month

1-Year

5-Year

Since Inception

CLASS A (MLPAX)

3/31/2010

-4.70%

-1.34%

2.57%

4.01%

CLASS C (MLPGX)

8/25/2011

-0.42%

2.86%

2.99%

3.56%

CLASS I (OSPAX)

6/28/2013

1.17%

5.16%

N/A

-0.93%

CLASS Y (MLPOX)

3/31/2010

1.18%

4.95%

4.04%

5.14%

 

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%, and for Class C shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I or Class Y shares. Returns for periods of less than one year are cumulative and not annualized. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

 

The Fund’s performance is compared to the performance of the S&P 500 Index and the Alerian MLP Index. The S&P 500 Index is a broad-based measure of domestic stock performance. The Alerian MLP Index is a composite of the 50 most prominent Master Limited Partnerships that provides investors with an unbiased, comprehensive benchmark for this emerging asset class. The index, which is calculated using a float-adjusted, capitalization-weighted methodology, is disseminated real-time on a total-return basis. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance

 

8  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

 

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

 

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

 

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

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  9

 


Fund Expenses

 

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

 

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

 

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

 

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

 

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

 

10  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


Actual

Beginning
Account
Value
December 1, 2016

Ending
Account
Value
May 31, 2017

Expenses
Paid During
6 Months Ended

May 31, 2017

CLASS A

$ 1,000.00

$ 1,010.90

$ 13.40

CLASS C

1,000.00

1,005.50

17.12

CLASS I

1,000.00

1,011.70

11.74

CLASS Y

1,000.00

1,011.80

12.16

       

Hypothetical
(5% return before expenses)

 

 

 

CLASS A

1,000.00

1,011.68

13.40

CLASS C

1,000.00

1,007.93

17.14

CLASS I

1,000.00

1,013.33

11.75

CLASS Y

1,000.00

1,012.92

12.16

 

Expenses 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). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended May 31, 2017 are as follows:

 

Class

Expense Ratios

CLASS A

2.67%

CLASS C

3.42

CLASS I

2.34

CLASS Y

2.42

 

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

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  11

 


STATEMENT OF INVESTMENTS May 31, 2017 / Unaudited

 

Description

 

Shares

   

Value

 

Master Limited Partnership Shares — 82.5%

 

Diversified — 14.3%

 

Enterprise Products Partners LP

   

10,031,150

   

$

268,935,132

 

Westlake Chemical Partners LP 1

   

2,460,450

     

59,788,935

 

Williams Partners LP

   

4,100,031

     

160,598,214

 

Total Diversified

           

489,322,281

 
                 

Gathering/Processing — 4.3%

 

Antero Midstream GP LP

   

3,970,662

     

87,672,217

 

Western Gas Partners LP

   

1,056,465

     

58,876,794

 

Total Gathering/Processing

           

146,549,011

 
                 

Natural Gas Pipelines — 33.5%

 

Energy Transfer Equity LP

   

15,004,580

     

255,678,043

 

Energy Transfer Partners LP 1

   

17,576,299

     

382,460,266

 

EQT Midstream Partners LP

   

1,254,116

     

92,503,596

 

Rice Midstream Partners LP 1

   

5,043,988

     

123,628,146

 

Tallgrass Energy Partners LP

   

667,368

     

33,101,453

 

TC Pipelines LP 1

   

4,560,096

     

256,596,602

 

Total Natural Gas Pipelines

           

1,143,968,106

 
                 

Petroleum Transportation — 30.4%

 

Buckeye Partners LP

   

2,181,690

     

139,628,160

 

Genesis Energy LP

   

3,475,502

     

108,400,907

 

Magellan Midstream Partners LP

   

3,404,874

     

247,159,804

 

MPLX LP

   

6,906,877

     

228,272,285

 

Phillips 66 Partners LP

   

1,962,425

     

97,179,286

 

Plains All American Pipeline LP

   

3,678,128

     

97,396,830

 

Petroleum Transportation — 30.4% (Continued)

 

Plains GP Holdings LP, Class A

   

4,359,600

   

$

116,270,532

 

Tesoro Logistics LP

   

11,289

     

598,091

 

Total Petroleum Transportation

           

1,034,905,895

 
                 

Total Master Limited Partnership Shares

 

(identified cost $2,627,374,502)

     

2,814,745,293

 
                 

Common Stock — 13.5%

 

Diversified — 2.1%

               

Williams Cos., Inc.

   

2,543,872

     

72,754,739

 
                 

Gathering/Processing — 6.7%

 

Targa Resources Corp.

   

4,934,980

     

226,663,631

 
                 

Natural Gas Pipelines — 4.7%

 

Tallgrass Energy GP LP 1

   

6,237,580

     

160,742,437

 
                 

Total Common Stock

         

(identified cost $405,475,256)

     

460,160,807

 
                 

Short-Term Investments — 0.1%

 

Money Market — 0.1%

 

Fidelity Treasury Portfolio, Institutional Class, 0.633%2

   

1,914,555

     

1,914,555

 
                 

Total Short-Term Investments

         

(identified cost $1,914,555)

     

1,914,555

 
                 

Total Investments — 96.1%

 

(identified cost $3,034,764,313)

     

3,276,820,655

 

Other Assets In Excess of Liabilities — 3.9%

     

131,927,101

 

Net Assets — 100.0%

   

$

3,408,747,756

 

 

12  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

Footnotes to Statement of Investments

 

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 period ended May 31, 2017, by virtue of the Fund owning at least 5% of the voting securities of the issuer. Transactions during this period in which the issuer was an affiliate are as follows:

 

   

Shares
November 30,
2016

   

Gross
Additions

   

Gross
Reductions

   

Shares
May 31, 2017

 

Energy Transfer Partners LP i, ii

   

9,493,711

     

12,556,709

     

(4,474,121

)

   

17,576,299

 

Nustar GP Holdings LLC i

   

2,341,638

     

     

(2,341,638

)

   

 

Rice Midstream Partners LP

   

168,500

     

5,324,132

     

(448,644

)

   

5,043,988

 

Rice Midstream Partners LP PIPE Units i

   

4,788,003

     

     

(4,788,003

)

   

 

Tallgrass Energy GP LP

   

7,338,310

     

276,946

     

(1,377,676

)

   

6,237,580

 

TC Pipelines LP

   

4,803,969

     

136,439

     

(380,312

)

   

4,560,096

 

TransMontaigne Partners LP i

   

989,349

     

     

(989,349

)

   

 

Westlake Chemical Partners LP

   

2,830,575

     

137,029

     

(507,154

)

   

2,460,450

 
                                 
   

Value
May 31, 2017

   

Distributions

   

Realized
Gain/(Loss)

         

Energy Transfer Partners LP i, ii

 

$

382,460,266

   

$

16,481,934

   

$

26,074,496

         

Nustar GP Holdings LLC i

   

     

1,251,425

     

(604,512

)

       

Rice Midstream Partners LP

   

123,628,146

     

2,733,327

     

1,288,588

         

Rice Midstream Partners LP PIPE Units i

   

     

     

         

Tallgrass Energy GP LP

   

160,742,437

     

3,866,811

     

32,810

         

TC Pipelines LP

   

256,596,602

     

9,073,335

     

12,604,336

         

TransMontaigne Partners LP i

   

     

699,966

     

17,723,243

         

Westlake Chemical Partners LP

   

59,788,935

     

1,764,173

     

4,848,294

         
   

$

983,216,386

   

$

35,870,971

   

$

61,967,255

         

 

 

i

Is not an affiliate as of May 31, 2017. Was an affiliate during the period ended May 31, 2017.

 

 

ii

Acquired by Sunoco Logistics Partners LP April 28, 2017. Name changed from Sunoco Logistic Partners LP effective May 1, 2017.

 

2.

Variable rate security; the coupon rate represents the rate at May 31, 2017.

 

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  13

 


STATEMENT OF ASSETS AND LIABILITIES May 31, 2017 / Unaudited

 

Assets:

     

Investments at value – see accompanying Statement of Investments:

     

Unaffiliated companies (cost $2,053,780,102)

 

$

2,293,604,269

 

Affiliated companies (cost $980,984,211)

   

983,216,386

 

 

   

3,276,820,655

 

Deferred tax asset, net

   

140,495,850

 

Receivable for beneficial interest sold

   

3,851,691

 

Receivable for investments sold

   

8,027,141

 

Prepaid expenses

   

193,831

 

Dividends receivable

   

3,920

 

Total assets

   

3,429,393,088

 
         

Liabilities:

       

Payable for beneficial interest redeemed

   

11,606,680

 

Payable for investments purchased

   

4,237,284

 

Payable to Manager

   

2,990,560

 

Payable for distribution and service plan fees

   

828,649

 

Transfer agent fees payable

   

588,408

 

Trustees' fees payable

   

30,089

 

Borrowing expense payable

   

18,682

 

Other liabilities

   

344,980

 

Total liabilities

   

20,645,332

 
         

Net Assets

 

$

3,408,747,756

 
         

Composition of Net Assets

       

Par value of shares of beneficial interest

 

$

383,012

 

Paid-in capital

   

3,622,356,139

 

Undistributed net investment loss, net of deferred taxes

   

(130,471,774

)

Accumulated undistributed net realized losses on investments, net of deferred taxes

   

(235,844,582

)

Net unrealized appreciation on investments, net of deferred taxes

   

152,324,961

 

Net Assets

 

$

3,408,747,756

 

 

14  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


STATEMENT OF ASSETS AND LIABILITIES Unaudited / (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

 

$

8.88

 

Offering price per share (net asset value plus sales charge of 5.75% of offering price)

 

$

9.42

 

Class C Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

8.47

 

Class I Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

9.12

 

Class Y Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

9.09

 

 

Net Assets:

     

Class A shares

 

$

804,699,786

 

Class C shares

   

730,271,933

 

Class I shares

   

151,939,618

 

Class Y shares

   

1,721,836,419

 

Total Net Assets

 

$

3,408,747,756

 
         

Shares Outstanding:

       

Class A shares

   

90,658,900

 

Class C shares

   

86,186,022

 

Class I shares

   

16,661,581

 

Class Y shares

   

189,505,494

 

Total Shares Outstanding

   

383,011,997

 

 

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  15

 


STATEMENT OF OPERATIONS
For the Six Months Ended May 31, 2017 / Unaudited

 

Investment Income

     

Distributions from:

     

Unaffiliated Master Limited Partnerships

 

$

70,428,433

 

Affiliated Master Limited Partnerships

   

35,870,971

 

Less return of capital on distributions from:

       

Unaffiliated Master Limited Partnerships

   

(70,428,433

)

Affiliated Master Limited Partnerships

   

(35,870,971

)

Dividend income

   

1,784,697

 

Total investment income

   

1,784,697

 
         

Expenses

       

Management fees

   

19,727,457

 

Distribution and service plan fees

       

Class A

   

1,318,494

 

Class C

   

3,918,706

 

Transfer agent fees

       

Class A

   

1,163,767

 

Class C

   

862,128

 

Class I

   

20,508

 

Class Y

   

1,781,329

 

Administrative fees

   

372,983

 

Tax expense

   

125,049

 

Borrowing fees

   

111,761

 

Legal, auditing, and other professional fees

   

111,659

 

Custody fees

   

94,384

 

Registration fees

   

56,485

 

Trustees’ fees

   

53,365

 

Other

   

66,165

 

Total expenses, before waivers and deferred taxes

   

29,784,240

 

Less expense waivers

   

(1,887,111

)

Net expenses, before deferred taxes

   

27,897,129

 
         

Net investment loss, before deferred taxes

   

(26,112,432

)

Deferred tax benefit

   

10,183,151

 

Net investment loss, net of deferred taxes

   

(15,929,281

)

         

Net Realized and Unrealized Gains/Losses on Investments:

       

Net Realized Gains/Losses

       

Investments from:

       

Unaffiliated companies

   

80,676,588

 

Affiliated companies

   

61,967,255

 

Deferred tax expense

   

(52,350,290

)

Net realized gains, net of deferred taxes

   

90,293,553

 

Net Change in Unrealized Appreciation

       

Investments

   

(58,017,843

)

Deferred tax benefit

   

21,292,548

 

Net change in unrealized appreciation, net of deferred taxes

   

(36,725,295

)

         

Net realized and unrealized gains on investments, net of deferred taxes

   

53,568,258

 

Change in net assets resulting from operations

 

$

37,638,977

 

 

See accompanying Notes to Financial Statements.

 

16  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


STATEMENTS OF CHANGES IN NET ASSETS

 

   

For the Six

Months Ended

May 31, 2017

(Unaudited)

   

For the
Year Ended November 30,
2016

 

Operations

           

Net investment loss, net of deferred taxes

 

$

(15,929,281

)

 

$

(21,712,058

)

Net realized gains / losses, net of deferred taxes

   

90,293,553

     

(313,158,036

)

Net change in unrealized appreciation/(depreciation), net of deferred taxes

   

(36,725,295

)

   

482,304,049

 

Change in net assets resulting from operations

   

37,638,977

     

147,433,955

 
                 

Distributions to Shareholders

               

Distributions to shareholders from return of capital:

               

Class A shares

   

(32,685,161

)

   

(83,067,958

)

Class C shares

   

(24,712,233

)

   

(60,197,247

)

Class I shares

   

(4,055,155

)

   

(3,184,331

)

Class Y shares

   

(47,122,720

)

   

(112,993,001

)

Change in net assets resulting from distributions to shareholders

   

(108,575,269

)

   

(259,442,537

)

                 

Beneficial Interest Transactions

               

Class A shares

   

(252,645,199

)

   

(107,343,565

)

Class C shares

   

(24,546,690

)

   

20,072,272

 

Class I shares

   

56,641,675

     

87,606,240

 

Class Y shares

   

205,843,792

     

1,504,531

 

Change in net assets resulting from beneficial interest transactions

   

(14,706,422

)

   

1,839,478

 

Change in net assets

   

(85,642,714

)

   

(110,169,104

)

                 

Net Assets

               

Beginning of period

   

3,494,390,470

     

3,604,559,574

 

End of period

 

$

3,408,747,756

   

$

3,494,390,470

 
                 

Undistributed net investment loss, net of deferred taxes

 

$

(130,471,774

)

 

$

(114,542,493

)

 

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  17

 


FINANCIAL HIGHLIGHTS

 

Class A

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*

   

Year Ended November 30,
2012

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

9.05

   

$

9.32

   

$

12.81

   

$

12.04

   

$

10.70

   

$

10.38

 

Income/(loss) from investment operations:

                                               

Net investment loss1

   

(0.04

)

   

(0.06

)

   

(0.07

)

   

(0.12

)

   

(0.11

)

   

(0.10

)

Return of capital1

   

0.17

     

0.35

     

0.40

     

0.42

     

0.42

     

0.41

 

Net realized and unrealized gains/(losses)

   

(0.02

)

   

0.13

     

(3.13

)

   

1.16

     

1.72

     

0.70

 

Total from investment operations

   

0.11

     

0.42

     

(2.80

)

   

1.46

     

2.03

     

1.01

 

Distributions to shareholders:

                                               

Return of capital

   

(0.28

)

   

(0.69

)

   

(0.69

)

   

(0.69

)

   

(0.69

)

   

(0.69

)

Net asset value, end of period

 

$

8.88

   

$

9.05

   

$

9.32

   

$

12.81

   

$

12.04

   

$

10.70

 

 

                                               

Total Return, at Net Asset Value2

   

1.09

%

   

5.25

%

   

(22.59

%)

   

12.26

%

   

19.29

%

   

9.93

%

                                                 

Ratios/Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

804,700

   

$

1,073,057

   

$

1,226,012

   

$

1,937,356

   

$

1,154,926

   

$

193,974

 

Ratio of Expenses to Average Net Assets:3

                         

Before (waivers) and deferred tax expense/(benefit)

   

1.62

%

   

1.64

%

   

1.63

%

   

1.65

%

   

1.55

%

   

1.58

%

Expense (waivers)

   

(0.11

%)

   

(0.11

%)

   

(0.11

%)

   

(0.12

%)

   

(0.03

%)

   

(0.08

%)

Net of (waivers) and before deferred tax expense/(benefit)

   

1.51

%4

   

1.53

%4

   

1.52

%4

   

1.53

%4

   

1.52

%5

   

1.50

%

Deferred tax expense/(benefit)6,7

   

1.16

%

   

2.54

%

   

(14.45

%)

   

5.38

%

   

8.07

%

   

5.55

%

Total expenses/(benefit)

   

2.67

%

   

4.07

%

   

(12.93

%)

   

6.91

%

   

9.59

%

   

7.05

%

                                                 

Ratio of Investment Loss to Average Net Assets:3

                         

Before (waivers) and deferred tax benefit/(expense)

   

(1.60

%)

   

(1.32

%)

   

(1.38

%)

   

(1.57

%)

   

(1.52

%)

   

(1.57

%)

Expense (waivers)

   

(0.11

%)

   

(0.11

%)

   

(0.11

%)

   

(0.12

%)

   

(0.03

%)

   

(0.08

%)

Net of expense (waivers) and before deferred tax benefit/(expense)

   

(1.49

%)

   

(1.21

%)

   

(1.27

%)

   

(1.45

%)

   

(1.49

%)

   

(1.49

%)

Deferred tax benefit7,8

   

0.56

%

   

0.55

%

   

0.63

%

   

0.54

%

   

0.54

%

   

0.53

%

Net investment loss

   

(0.93

%)

   

(0.66

%)

   

(0.64

%)

   

(0.91

%)

   

(0.95

%)

   

(0.96

%)

 

                                               

Portfolio turnover rate

   

24

%

   

35

%

   

36

%

   

17

%

   

9

%

   

15

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

1.

Per share amounts calculated based on average shares outstanding during the period net of deferred tax expense/benefit.

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and 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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

3.

Annualized for less than a full period.

4.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.50%.

5.

Includes franchise tax expense. Without franchise 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.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

8.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

18  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class C

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*

   

Year Ended November 30,
2012

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

8.69

   

$

9.04

   

$

12.53

   

$

11.89

   

$

10.64

   

$

10.40

 

Income/(loss) from investment operations:

                                               

Net investment loss1

   

(0.08

)

   

(0.13

)

   

(0.16

)

   

(0.22

)

   

(0.17

)

   

(0.15

)

Return of capital1

   

0.17

     

0.35

     

0.40

     

0.42

     

0.42

     

0.44

 

Net realized and unrealized gains/(losses)

   

(0.03

)

   

0.12

     

(3.04

)

   

1.13

     

1.69

     

0.64

 

Total from investment operations

   

0.06

     

0.34

     

(2.80

)

   

1.33

     

1.94

     

0.93

 

Distributions to shareholders:

                                               

Return of capital

   

(0.28

)

   

(0.69

)

   

(0.69

)

   

(0.69

)

   

(0.69

)

   

(0.69

)

Net asset value, end of period

 

$

8.47

   

$

8.69

   

$

9.04

   

$

12.53

   

$

11.89

   

$

10.64

 

 

                                               

Total Return, at Net Asset Value2

   

0.55

%

   

4.51

%

   

(23.11

%)

   

11.30

%

   

18.54

%

   

9.12

%

                                                 

Ratios/Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

730,272

   

$

772,963

   

$

783,886

   

$

1,011,690

   

$

451,351

   

$

14,593

 

Ratio of Expenses to Average Net Assets:3

                         

Before (waivers) and deferred tax expense/(benefit)

   

2.37

%

   

2.39

%

   

2.38

%

   

2.40

%

   

2.30

%

   

2.63

%

Expense (waivers)

   

(0.11

%)

   

(0.11

%)

   

(0.11

%)

   

(0.12

%)

   

(0.03

%)

   

(0.38

%)

Net of (waivers) and before deferred tax expense/(benefit)

   

2.26

%4

   

2.28

%4

   

2.27

%4

   

2.28

%4

   

2.27

%5

   

2.25

%

Deferred tax expense/(benefit)6,7

   

1.16

%

   

2.54

%

   

(14.45

%)

   

5.38

%

   

6.91

%

   

5.29

%

Total expenses/(benefit)

   

3.42

%

   

4.82

%

   

(12.18

%)

   

7.66

%

   

9.18

%

   

7.54

%

                                                 

Ratio of Investment Loss to Average Net Assets:3

                         

Before (waivers) and deferred tax benefit/(expense)

   

(2.56

%)

   

(2.27

%)

   

(2.21

%)

   

(2.34

%)

   

(2.27

%)

   

(2.63

%)

Expense (waivers)

   

(0.11

%)

   

(0.11

%)

   

(0.11

%)

   

(0.12

%)

   

(0.03

%)

   

(0.38

%)

Net of expense (waivers) and before deferred tax benefit/(expense)

   

(2.45

%)

   

(2.16

%)

   

(2.10

%)

   

(2.22

%)

   

(2.24

%)

   

(2.25

%)

Deferred tax benefit7,8

   

0.56

%

   

0.55

%

   

0.63

%

   

0.54

%

   

0.82

%

   

0.81

%

Net investment loss

   

(1.89

%)

   

(1.61

%)

   

(1.47

%)

   

(1.68

%)

   

(1.42

%)

   

(1.44

%)

 

                                               

Portfolio turnover rate

   

24

%

   

35

%

   

36

%

   

17

%

   

9

%

   

15

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

1.

Per share amounts calculated based on average shares outstanding during the period net of deferred tax expense/benefit.

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and 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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

3.

Annualized for less than a full period.

4.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 2.25%.

5.

Includes franchise tax expense. Without franchise 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.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

8.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  19

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class I

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Period Ended November 29,
2013*
,1,2

 

Per Share Operating Data

                             

Net Asset Value, Beginning of Period

 

$

9.28

   

$

9.50

   

$

12.99

   

$

12.17

   

$

12.15

 

Income/(loss) from investment operations:

                                       

Net investment income/(loss)3

   

(0.00

)4

   

0.09

     

(0.05

)

   

(0.12

)

   

(0.04

)

Return of capital3

   

0.17

     

0.35

     

0.40

     

0.42

     

0.19

 

Net realized and unrealized gains/(losses)

   

(0.05

)

   

0.03

     

(3.15

)

   

1.21

     

0.21

 

Total from investment operations

   

0.12

     

0.47

     

(2.80

)

   

1.51

     

0.36

 

Distributions to shareholders:

                                       

Return of capital

   

(0.28

)

   

(0.69

)

   

(0.69

)

   

(0.69

)

   

(0.34

)

Net asset value, end of period

 

$

9.12

   

$

9.28

   

$

9.50

   

$

12.99

   

$

12.17

 

 

                                       

Total Return, at Net Asset Value5

   

1.17

%

   

5.70

%

   

(22.27

%)

   

12.55

%

   

3.05

%

                                         

Ratios/Supplemental Data

                                       

Net assets, end of period (in thousands)

 

$

151,940

   

$

99,431

   

$

9,722

   

$

3,732

   

$

73

 

Ratio of Expenses to Average Net Assets:6

                 

Before deferred tax expense/(benefit)

   

1.18

%7

   

1.18

%7

   

1.19

%7

   

1.20

%7

   

1.32

%8

Deferred tax expense/(benefit)9,10

   

1.16

%

   

2.54

%

   

(14.45

%)

   

5.38

%

   

4.51

%

Total expenses/(benefit)

   

2.34

%

   

3.72

%

   

(13.26

%)

   

6.58

%

   

5.83

%

                                         

Ratio of Investment Loss to Average Net Assets:6

                 

Before deferred tax benefit/(expense)

   

(0.47

%)

   

0.45

%

   

(1.12

%)

   

(1.47

%)

   

(1.29

%)

Deferred tax benefit10,11

   

0.56

%

   

0.55

%

   

0.63

%

   

0.54

%

   

0.46

%

Net investment income/(loss)

   

0.09

%

   

1.00

%

   

(0.49

%)

   

(0.93

%)

   

(0.83

%)

 

                                       

Portfolio turnover rate

   

24

%

   

35

%

   

36

%

   

17

%

   

9

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

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 net of deferred tax expense/benefit.

4.

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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

6.

Annualized for less than full period.

7.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.17%, 1.15%, 1.17% and 1.18% for the periods ended May 31, 2017, November 30, 2016, November 30, 2015 and November 28, 2014, respectively.

8.

Includes franchise tax expense. Without franchise tax expense the net expense ratio would be 1.06%.

9.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

10.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

11.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

20  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class Y

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*
,1

   

Year Ended November 30,
2012
1

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

9.25

   

$

9.49

   

$

12.99

   

$

12.18

   

$

10.78

   

$

10.43

 

Income/(loss) from investment operations:

                                               

Net investment loss2

   

(0.02

)

   

(0.02

)

   

(0.03

)

   

(0.07

)

   

(0.10

)

   

(0.09

)

Return of capital2

   

0.17

     

0.35

     

0.40

     

0.42

     

0.41

     

0.40

 

Net realized and unrealized gains/(losses)

   

(0.03

)

   

0.12

     

(3.18

)

   

1.15

     

1.78

     

0.73

 

Total from investment operations

   

0.12

     

0.45

     

(2.81

)

   

1.50

     

2.09

     

1.04

 

Distributions to shareholders:

                                               

Return of capital

   

(0.28

)

   

(0.69

)

   

(0.69

)

   

(0.69

)

   

(0.69

)

   

(0.69

)

Net asset value, end of period

 

$

9.09

     

9.25

   

$

9.49

   

$

12.99

   

$

12.18

   

$

10.78

 

 

                                               

Total Return, at Net Asset Value3

   

1.18

%

   

5.48

%

   

(22.34

%)

   

12.46

%

   

19.72

%

   

10.18

%

                                                 

Ratios/Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

1,721,836

   

$

1,548,940

   

$

1,584,939

   

$

2,193,129

   

$

1,218,475

   

$

613,704

 

Ratio of Expenses to Average Net Assets:4

                         

Before (waivers) and deferred tax expense/(benefit)

   

1.37

%

   

1.39

%

   

1.38

%

   

1.40

%

   

1.29

%

   

1.29

%

Expense (waivers)

   

(0.11

%)

   

(0.11

%)

   

(0.11

%)

   

(0.12

%)

   

(0.03

%)

   

(0.04

%)

Net of (waivers) and before deferred tax expense/(benefit)

   

1.26

%5

   

1.28

%5

   

1.27

%5

   

1.28

%5

   

1.26

%6

   

1.25

%

Deferred tax expense/(benefit)7,8

   

1.16

%

   

2.54

%

   

(14.45

%)

   

5.38

%

   

9.27

%

   

5.60

%

Total expenses/(benefit)

   

2.42

%

   

3.82

%

   

(13.18

%)

   

6.66

%

   

10.53

%

   

6.85

%

                                                 

Ratio of Investment Loss to Average Net Assets:4

                         

Before (waivers) and deferred tax benefit/(expense)

   

(1.13

%)

   

(0.92

%)

   

(1.03

%)

   

(1.21

%)

   

(1.26

%)

   

(1.29

%)

Expense (waivers)

   

(0.11

%)

   

(0.11

%)

   

(0.11

%)

   

(0.12

%)

   

(0.03

%)

   

(0.04

%)

Net of expense (waivers) and before deferred tax benefit/(expense)

   

(1.02

%)

   

(0.81

%)

   

(0.92

%)

   

(1.09

%)

   

(1.23

%)

   

(1.25

%)

Deferred tax benefit8,9

   

0.56

%

   

0.55

%

   

0.63

%

   

0.54

%

   

0.45

%

   

0.44

%

Net investment loss

   

(0.46

%)

   

(0.26

%)

   

(0.29

%)

   

(0.55

%)

   

(0.78

%)

   

(0.81

%)

 

                                               

Portfolio turnover rate

   

24

%

   

35

%

   

36

%

   

17

%

   

9

%

   

15

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

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.

Per share amounts calculated based on average shares outstanding during the period net of deferred tax expense/benefit.

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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

4.

Annualized for less than a full period.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.25%.

6.

Includes franchise tax expense. Without franchise 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.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

9.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  21

 


NOTES TO FINANCIAL STATEMENTS Unaudited

 


1. Organization

 

Oppenheimer SteelPath MLP Alpha Fund (the “Fund”), a separate series of Oppenheimer SteelPath MLP Funds Trust, is a non-diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI SteelPath, Inc. (the “Adviser” or “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or “Oppenheimer”).

 

The Fund offers Class A, Class C, Class I, and Class Y shares. Effective June 28, 2013, Class I shares were renamed Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Effective June 28, 2013 although there is no initial sales charge on Class A purchases totaling $1 million or more, those Class A shares may be subject to a 1.00% contingent deferred sales charge (“CDSC”) if shares are redeemed within an 18-month holding period measured from the date of purchase. Class C shares are sold without a front-end sales charge but may be subject to a CDSC of 1.00% of the redemption proceeds if Class C shares are redeemed within one year of purchase. Class I shares are only available to eligible institutional investors. Class I shares are sold at net asset value per share without a sales charge or CDSC. An institutional investor that buys Class I shares for its customers’ accounts may impose charges on those accounts. Class Y shares are sold at net asset value per share without a sales charge directly to institutional investors that have special agreements with OppenheimerFunds Distributor, Inc. (the “Distributor” or “OFDI”) for that purpose. They may include insurance companies, registered investment companies, employee benefit plans and section 529 plans, among others. An institutional investor that buys Class Y shares for its customers’ accounts may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A and C shares have separate distribution and/or service plans under which they pay fees. Class I and Y shares do not pay such fees.

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services- Investment Companies.

 

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

 

22  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies

 

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

 

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

 

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. The Fund’s dividend distribution policy is intended to provide monthly distributions to its shareholders at a rate that over time is similar to the distribution rate the Fund receives from the master limited partnerships (”MLPs”) in which it invests. The Fund generally pays out dividends that over time approximate the distributions received from the Fund’s portfolio investments based on, among other considerations, distributions the Fund actually received from portfolio investments, distributions it would have received if it had been fully invested at all times, and estimated future cash flows. Such dividends are not tied to the Fund’s investment income and may not represent yield or investment return on the Fund’s portfolio. To the extent that the dividends paid exceed the distributions the Fund receives from its underlying investments, the Fund’s assets will be reduced. The Fund’s tendency to pay out a consistent dividend may change, and the Fund’s level of distributions may increase or decrease.

 

The estimated characterization of the distributions paid will be either a qualified dividend or distribution (return of capital). This estimate is based on the Fund’s operating results during the period. It is anticipated that a significant portion of the distributions will be comprised of return of capital as a result of the tax character of cash distributions made by the Fund’s investments. The actual characterization of the distributions made during the period will not be determined until after the end of the fiscal year. The Fund will inform shareholders of the final tax character of the distributions on IRS Form 1099 DIV in February 2018. For the six months ended May 31, 2017, the Fund distributions are expected to be comprised of 100% return of capital.

 

Return of Capital Estimates. Distributions received from the Fund’s investments in MLPs generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded. For the six months ended May 31, 2017, the Fund estimated that 100% of the MLP distributions received would be treated as return of capital.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  23

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies

 

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

 

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

 

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

 

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

 

Federal Income Taxes. The Fund does not intend to qualify as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code, but will rather be taxed as a corporation. As a corporation, the Fund is obligated to pay federal, state and local income tax on taxable income. Currently, the maximum marginal regular federal income tax rate for a corporation is 35 percent. Upon enactment, a change in the federal income tax rate could have a material impact to the Fund. The Fund may be subject to a 20 percent alternative minimum tax on its federal alternative minimum taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax. The Fund is currently using an estimated rate of 1.7 percent for state and local tax, net of federal tax expense.

 

24  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies

 

The Fund’s income tax provision consists of the following as of May 31, 2017:

 

Current tax expense (benefit)

     

Federal

 

$

 

State

   

 

Total current tax expense

 

$

 
         

Deferred tax expense (benefit)

       

Federal

 

$

19,907,648

 

State

   

966,943

 

Total deferred tax expense

 

$

20,874,591

 

 

The reconciliation between the federal statutory income tax rate of 35% and the effective tax rate on net investment income (loss) and realized and unrealized gain (loss) follows:

 

   

Amount

   

Rate

 

Application of statutory income tax rate

 

$

20,479,748

     

35.00

%

State income taxes net of federal benefit

   

994,730

     

1.70

%

Effect of permanent differences

   

(599,887

)

   

(1.03

%)

Total income tax expense (benefit)

 

$

20,874,591

     

35.67

%

 

The Fund intends to invest its assets primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund reports its allocable share of the MLP’s taxable income in computing its own taxable income. The Fund’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains/(losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and (iii) the net tax benefit of accumulated net operating losses and capital loss carryforwards. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary differences are realized or otherwise settled. To the extent the Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. A valuation allowance is required if, based on the evaluation criterion provided by ASC 740, Income Taxes, it is more-likely-than-not some portion or all of the deferred tax asset will not be realized.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  25

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies

 

At May 31, 2017, the Fund determined a valuation allowance was not required. In evaluating a valuation allowance on a portion of the deferred tax asset, significant consideration was given to the current and expected level of MLP distributions, unrealized gains and losses on MLP investments and the expiration dates for net operating losses and capital loss carryovers. Market cycles, the severity and duration of historical deferred tax assets and the impact of current and future redemptions were also considered. The Fund intends to assess whether a valuation allowance is required to offset some or all of any deferred tax asset balance in connection with the calculation of the Fund’s daily NAV; however, to the extent the final valuation allowance differs from the estimates of the Fund used in calculating the Fund’s daily NAV, the application of such final valuation allowance in these Financial Statements could have a material impact on the Fund’s NAV. Through the consideration of these factors, the Fund has determined that it is more likely than not the deferred tax asset, net of the valuation allowance, if required, will be realized.

 

Unexpected significant decreases in cash distributions from the Fund’s MLP investments, significant declines in the fair value of its investments, significant redemptions or increased risk of expiring net operating losses or capital loss carryovers may change the Fund’s assessment regarding the recoverability of its deferred tax assets and may result in a change to the valuation allowance. Modifications of the valuation allowance could have a material impact on the Fund’s net asset value.

 

Components of the Fund’s deferred tax assets and liabilities as of May 31, 2017 are as follows:

 

Deferred tax assets:

     

Net operating loss carryforward (tax basis)

 

$

267,819,674

 

Capital loss carryforward (tax basis)

   

127,922,017

 

Total deferred tax asset

   

395,741,691

 
         

Deferred tax liabilities:

       

Net unrealized gains on investment securities (tax basis)

   

(255,245,841

)

Total deferred tax liability

   

(255,245,841

)

         

Total net deferred tax asset/(liability)

 

$

140,495,850

 

 

The Fund may rely, to some extent, on information provided by the MLPs, which may not necessarily be timely, to estimate taxable income allocable to MLP units held in its portfolio, and to estimate its associated deferred tax liability or asset. Such estimates are made in good faith. From time to time, as new information becomes available, the Fund will modify its estimates or assumptions regarding its tax liability or asset.

 

26  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies

 

The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of May 31, 2017, the Fund does not have any interest or penalties associated with the underpayment of any income taxes.

 

The Fund files income tax returns in the U.S. federal jurisdiction and various states. The Fund has reviewed all major jurisdictions and concluded that there is no significant impact on the Fund’s net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain tax positions expected to be taken on its tax returns. Furthermore, management of the Fund is not aware of any uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly change in the next 12 months.

 

At May 31, 2017, the Fund had net operating loss carryforwards for federal income tax purposes, which may be carried forward for 20 years, as follows:

 

Expiration Date

     

11/30/2030

 

$

1,194,164

 

11/30/2031

   

7,264,183

 

11/30/2032

   

34,906,904

 

11/30/2033

   

59,435,302

 

11/30/2034

   

89,553,891

 

11/30/2035

   

148,345,011

 

11/30/2036

   

201,995,745

 

11/30/2037

   

187,058,681

 

Total

 

$

729,753,881

 

 

At May 31, 2017, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:

 

Expiration Date

     

11/30/2021

 

$

348,561,353

 

Total

 

$

348,561,353

 

 

During the period ended May 31, 2017, the Fund utilized $325,008,496 of capital loss carryforward.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  27

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies

 

At May 31, 2017, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:

 

Cost of Investments

 

$

2,581,150,399

 

Gross Unrealized Appreciation

 

$

878,045,364

 

Gross Unrealized Depreciation

   

(182,375,108

)

Net Unrealized Appreciation (Depreciation) on Investments

 

$

695,670,256

 

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

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

 

Recent Accounting Pronouncement. In October 2016, the Securities and Exchange Commission (“SEC”) adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. OFI Global Asset Management, Inc., a wholly-owned subsidiary of OFI, (“OFI Global”), is currently evaluating the amendments and their impact, if any, on the Fund’s financial statements.

 


3. Securities Valuation

 

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

 

The Fund’s Board of Trustees (the “Board”) has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee

 

28  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

which is responsible for determining a fair valuation for any security for which market quotations are not readily available. The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

 

Valuation Methods and Inputs

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

 

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

 

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

 

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

 

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

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  29

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

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

 

Classifications

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

 

 

1)

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

 

 

2)

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

 

 

3)

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

 

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

 

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

 

30  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of May 31, 2017, based on valuation input level:

 

   

Level 1
Unadjusted
Quoted Prices

   

Level 2
Other
Significant
Observable
Inputs

   

Level 3
Significant
Unobservable
Inputs

   

Value

 

Assets Table

                       

Investments, at Value:

                       

Master Limited Partnership Shares*

 

$

2,814,745,293

   

$

   

$

   

$

2,814,745,293

 

Common Stocks*

   

460,160,807

     

     

     

460,160,807

 

Short-Term Investments

   

1,914,555

     

     

     

1,914,555

 

Total Assets

 

$

3,276,820,655

   

$

   

$

   

$

3,276,820,655

 

 

*

For a detailed break-out of securities by major industry classification, please refer to the Statement of Investments.

 

The table below shows the transfers between Level 1 and Level 2. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

 

   

Transfers
into
Level 1*

   

Transfers
out of
Level 2*

 

Assets Table

           

Investments, at Value:

           

Master Limited Partnership Shares

 

$

92,887,258

   

$

92,887,258

 

Total Assets

 

$

92,887,258

   

$

92,887,258

 

 

*

Transfers from Level 2 to Level 1 are a result of a certain privately held security becoming freely tradeable and being priced using quoted prices from an active market.

 

The Fund did not hold any Level 3 securities during the six months ended May 31, 2017.

 


4. Investments and Risks

 

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

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  31

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


4. Investments and Risks (Continued)

 

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

 

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

 

MLPs are generally treated as publicly traded partnerships for federal income tax purposes. Any modification to federal income tax laws and related interpretations could cause a material decrease in the value of an MLP.

 

Concentration Risk. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in the equity securities of MLPs, the majority of which operate in the energy and/or natural resources sector. MLPs are subject to certain risks, such as supply and demand risk, depletion and exploration risk, commodity pricing risk, acquisition risk, and the risk associated with the hazards inherent in midstream energy industry activities. A substantial portion of the cash flow received by the Fund is derived from investment in equity securities of MLPs. The amount of cash that a MLP has available for distributions, and the tax character of such distributions, are dependent upon the amount of cash generated by the MLP’s operations.

 

32  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


5. Shares of Beneficial Interest

 

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

 

   

For the
Six Months Ended
May 31, 2017

   

Year Ended
November 30, 2016

 
             
   

Shares

   

Amount

   

Shares

   

Amount

 

Class A

                       

Sold

   

10,673,581

   

$

100,026,806

     

37,141,721

   

$

306,695,302

 

Dividends and/or distributions reinvested

   

3,177,512

     

29,851,819

     

8,746,596

     

74,466,025

 

Redeemed

   

(41,705,746

)

   

(382,523,824

)

   

(58,851,485

)

   

(488,504,892

)

Net Increase/(Decrease)

   

(27,854,653

)

 

$

(252,645,199

)

   

(12,963,168

)

 

$

(107,343,565

)

                                 

Class C

                               

Sold

   

6,661,686

   

$

59,489,874

     

22,176,519

   

$

178,360,419

 

Dividends and/or distributions reinvested

   

2,671,530

     

24,031,536

     

7,080,415

     

58,259,668

 

Redeemed

   

(12,120,954

)

   

(108,068,100

)

   

(26,981,897

)

   

(216,547,815

)

Net Increase/(Decrease)

   

(2,787,738

)

 

$

(24,546,690

)

   

2,275,037

   

$

20,072,272

 
                                 

Class I

                               

Sold

   

6,923,416

   

$

65,867,959

     

10,505,137

   

$

94,708,240

 

Dividends and/or distributions reinvested

   

417,980

     

4,029,056

     

345,881

     

3,143,664

 

Redeemed

   

(1,395,606

)

   

(13,255,340

)

   

(1,158,219

)

   

(10,245,664

)

Net Increase

   

5,945,790

   

$

56,641,675

     

9,692,799

   

$

87,606,240

 
                                 

Class Y

                               

Sold

   

51,581,711

   

$

485,502,661

     

92,739,654

   

$

771,561,708

 

Dividends and/or distributions reinvested

   

4,815,359

     

46,289,560

     

12,768,122

     

111,263,903

 

Redeemed

   

(34,318,489

)

   

(325,948,429

)

   

(105,102,540

)

   

(881,321,080

)

Net Increase

   

22,078,581

   

$

205,843,792

     

405,236

   

$

1,504,531

 

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  33

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


6. Purchases and Sales of Securities

 

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the six months ended May 31, 2017, were as follows:

 

   

Purchases

   

Sales

 

Investment securities

 

$

852,345,675

   

$

881,811,741

 

 


7. Fees and Other Transactions with Affiliates

 

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

 

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%

 

The Fund’s effective management fee for the six months ended May 31, 2017 was 1.10% of average annual net assets before any applicable waivers.

 

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

 

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

 

Trustees’ Compensation. The Board has adopted a compensation deferral plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities, if applicable.

 

34  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates (Continued)

 

Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

 

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, the Distributor acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

 

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

 

Distribution and Service Plans for Class C Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class C shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class C shares daily net assets. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets.

 

The Plan and Plans continue in effect from year to year only if the Fund’s Board votes annually to approve their continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  35

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates (Continued)

 

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

 

Six Months Ended

 

Class A Front-End Sales Charges Retained by Distributor

   

Class A Contingent Deferred Sales Charges Retained by Distributor

   

Class C Contingent Deferred Sales Charges Retained by Distributor

 

May 31, 2017

 

$

195,534

   

$

8,686

   

$

30,354

 

 

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to limit fees and/or reimburse expenses of the Fund to the extent that the Fund’s total annual fund operating expenses (exclusive of interest, taxes, such as deferred tax expenses, brokerage commissions, acquired fund fees and expenses, dividend costs related to short sales, and litigation expense, if any) exceed 1.50% for Class A shares, 2.25% for Class C shares, and 1.25% for Class Y shares. The Fund’s total annual operating expenses after fee waiver and/or expense reimbursement (“Net Expenses”) will be higher than these amounts to the extent that the Fund incurs expenses excluded from the expense cap. Because the Fund’s deferred income tax expense/(benefit) is excluded from the expense cap, the Fund’s Net Expenses for each class of shares is increased/(decreased) by the amount of this expense. During the six months ended May 31, 2017, the Manager reimbursed $513,040, $378,653, and $779,305 for Class A, Class C, and Class Y, respectively. This undertaking may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein, unless approved by the Fund’s Board.

 

The Manager can be reimbursed by the Fund within three years after the date the fee limitation and/or expense reimbursement has been made by the Manager, provided that such repayment does not cause the expenses of any class of the Fund to exceed the foregoing limits.

 

36  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates (Continued)

 

The following table represents amounts eligible for recovery at May 31, 2017:

 

Eligible Expense Recoupment Expiring:

     

November 30, 2017

 

$

4,876,625

 

November 30, 2018

   

4,954,289

 

November 30, 2019

   

3,611,512

 

November 30, 2020

   

1,670,998

 

 

During the six months ended May 31, 2017, the Manager did not recoup any expenses.

 

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

 

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

 

Class A

 

$

65,640

 

Class C

   

48,890

 

Class Y

   

101,583

 

 

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

 

Related Party. The Interested Trustees and officers of the Fund are also officers or trustees of companies affiliated with the Manager, Distributor, and Transfer Agent.

 

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

 

During the period the Fund had $28,616,208 in purchases and $311,772,150 in sales considered cross-trades, resulting in $30,980,523 of tax adjusted realized gain/(loss).

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  37

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


8. Borrowing Agreement

 

The Fund, along with Oppenheimer SteelPath MLP Alpha Plus Fund, Oppenheimer SteelPath MLP Income Fund, and Oppenheimer SteelPath MLP Select 40 Fund (collectively, the “Trust”), is a borrower in a $700 million revolving credit agreement (the “Loan Agreement”) with a major lending institution (the “Lender”). The Fund is permitted to borrow up to the lesser of one-third of the Fund’s total assets, or the maximum amount permitted pursuant to the Fund’s investment limitations. As the Loan Agreement is not available exclusively to the Fund, the Fund may not be able to borrow all of its requested amounts at any given time. Amounts borrowed under the Loan Agreement, if any, are invested by the Fund under the direction of the Manager consistent with the Fund’s investment objective and policies, and as such, the related investments are subject to normal market fluctuations and investment risks, including the risk of loss due to a decline in value. The borrowing, if any, is fully collateralized throughout the term of the borrowing with securities or other assets of the Fund. The Fund is not liable for borrowings of other funds in the Trust. Securities that have been pledged as collateral for the borrowing are indicated in the Statement of Investments.

 

Borrowings under the Loan Agreement are charged interest at a calculated rate computed by the Lender based on the one month LIBOR rate plus 0.65% per annum. An unused commitment fee at the rate of 0.125% per annum is charged for any undrawn portion of the credit facility, and each member of the Trust will pay its pro rata share of this fee. A facility fee of 0.20% was charged on the commitment amount, and each party of the Trust paid its pro rata share of this fee. The borrowing is due November 17, 2017, unless another date is mutually agreed upon by the parties of the Loan Agreement. For the six months ended May 31, 2017, the Fund paid $111,761 in borrowing fees. The Fund did not utilize the facility during the six months ended May 31, 2017.

 

38  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


DISTRIBUTION SOURCES Unaudited

 

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

 

For the most current information, please go to oppenheimerfunds.com. Select your Fund, then the ’Detailed’ tab; where ‘Dividends’ are shown, the Fund’s latest pay date will be followed by the sources of any distribution, updated daily.

 

Fund Name

Pay
Date

Net
Income

Net
Profit
from Sale

Other
Capital
Sources

Oppenheimer SteelPath MLP Alpha Fund

1/6/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Alpha Fund

2/7/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Alpha Fund

3/7/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Alpha Fund

4/5/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Alpha Fund

5/5/17

0.0%

0.0%

100.0%

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  39

 


PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

 

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

 

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

 

Householding – Delivery of Shareholder Documents

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

 

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

 

40  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


OPPENHEIMER STEELPATH MLP ALPHA FUND

 

Trustees and Officers

 

Robert J. Malone, Chairman of the Board of Trustees and Trustee

   

Jon S. Fossel, Trustee

   

Richard F. Grabish, Trustee

   

Beverly L. Hamilton, Trustee

   

Victoria J. Herget, Trustee

   

F. William Marshall, Jr., Trustee

   

Karen L. Stuckey, Trustee

   

James D. Vaughn, Trustee

   

Arthur P. Steinmetz, Trustee, President and Principal Executive Officer

   

Stuart Cartner, Vice President

   

Brian Watson, Vice President

   

Cynthia Lo Bessette, Secretary and Chief Legal Officer

   

Jennifer Foxson, Vice President and Chief Business Officer

   

Mary Ann Picciotto, Chief Compliance Officer

and Chief Anti-Money Laundering Officer

   

Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer

     

Manager

 

OFI 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 & Company, Ltd.

     

Legal Counsel

 

Ropes & Gray LLP

 

© 2017 OppenheimerFunds, Inc. All rights reserved.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  41

 


PRIVACY POLICY NOTICE

 

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

 

We obtain nonpublic personal information about our shareholders from the following sources:

 

 

Applications or other forms.

 

 

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

 

 

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

 

 

Your transactions with us, our affiliates or others.

 

 

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

 

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

 

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

 

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

 

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

 

Protection of Information

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

 

42  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


PRIVACY POLICY NOTICE (Continued)

 

Disclosure of Information

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

 

Right of Refusal

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

 

Internet Security and Encryption

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

 

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

 

 

All transactions, including redemptions, exchanges and purchases, are secured by SSL and 256-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 closing your browser or, for added security, you can use the Log Out button before you close your browser.

 

OPPENHEIMER STEELPATH MLP ALPHA FUND  43

 


PRIVACY POLICY NOTICE (Continued)

 

Other Security Measures

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

 

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, safeguard that information. Also, take special precautions when accessing your account on a computer used by others.

 

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated as of November 2016. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com, write to us at P.O. Box 5270, Denver, CO 80217-5270, or call us at 800 CALL OPP (225 5677).

 

44  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


 

 

 

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OPPENHEIMER STEELPATH MLP ALPHA FUND  45

 


 

 

 

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46  OPPENHEIMER STEELPATH MLP ALPHA FUND

 


 

 

 

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OPPENHEIMER STEELPATH MLP ALPHA FUND  47

 


 


 

 


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

16

Statement of Operations

18

Statements of Changes in Net Assets

19

Financial Highlights

20

Notes to Financial Statements

24

Distribution Sources

42

Portfolio Proxy Voting Policies and Procedures; Updates to Statements of Investments

43

Trustees and Officers

44

Privacy Policy Notice

45

 

 

Class A Shares

 

AVERAGE ANNUAL TOTAL RETURNS AT 5/31/17

 

 

Class A Shares of the Fund

   
 

Without
Sales Charge

With
Sales Charge

S&P 500 Index

Alerian MLP Index

6-Month

-0.09%

-5.89%

10.81%

2.28%

1-Year

3.69%

-2.32%

17.47%

6.24%

5-Year

2.13%

0.92%

15.42%

2.57%

Since Inception (3/31/10)

3.40%

2.55%

13.00%

6.45%

 

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

 

2  OPPENHEIMER STEELPATH MLP INCOME FUND

 


Fund Performance Discussion

 

The Fund’s Class A shares (without sales charge) produced a total return of -0.09% during the reporting period. In comparison, master limited partnerships (“MLPs”), as measured by the Alerian MLP Index (AMZ), provided a total return gain of 2.28%. Please note that the returns for the Alerian MLP Index are calculated pre-tax, while the Fund’s returns are calculated post corporate tax, which contributed partially to the Fund’s underperformance this reporting period. This generally has a negative impact on the Fund’s performance versus the Index in up markets, and a positive impact on performance in down markets. During the same period, the S&P 500 Index produced a total return gain of 10.81%.

 

Over the six-month reporting period ended May 31, 2017, the midstream sector underperformed the broader markets as the correlation of price performance between midstream equities and crude oil remained elevated over the period. While the sector performed well early in the period, subsequent crude oil price weakness was accompanied by midstream price weakness. This crude oil price weakness appeared to stem primarily from continued U.S. inventory builds as well as fears that U.S. shale producers were ramping production more quickly than previously anticipated. Interestingly, while a quicker than expected resurgence of U.S. shale production may serve to temper the crude price recovery, we believe midstream assets should benefit through the resultant volume improvements regardless.

 

The influence of Washington remained topical over the period. In contrast to the challenging energy regulatory environment of the prior presidential administration, President Trump signed multiple midstream related executive orders in late January designed to expedite current and future midstream projects. Two orders were individually specific to the Keystone XL and Dakota Access Pipelines, each directing respective authorities to take all actions necessary and appropriate to facilitate the implementation of the projects. Additionally, President Trump signed an order to expedite the review and approval of high priority infrastructure projects. Separately, three large natural gas pipeline projects, representing a collective $7.5 billion of growth capital spending, received Federal Energy Regulatory Commission (FERC) approval in early February, just ahead of FERC’s loss of a quorum due to the resignation of a FERC commissioner. While at the end of the reporting period the commission still lacked a quorum to vote on project approvals, President Trump had made nominations to fill two of the three vacancies. However, Commissioner Colette Honorable has also announced her intention to not seek another term when her current seat expires in June, but that she is willing to stay on until the end of the year, awaiting her replacement.

 

OPPENHEIMER STEELPATH MLP INCOME FUND  3

 


Over the reporting period, we estimate approximately $15 billion of new equity supply entered the market through either secondary offerings, initial public offerings, or “at-the-market” programs in which primary units trade into the market anonymously throughout the normal trading day. This pace of equity issuance represents an increase from approximately $11 billion that was raised over the six month reporting period ended May 31, 2016. Midstream companies also raised approximately $15 billion of debt capital during the period. Most MLPs pay out the majority of excess cash flow as distributions to investors, and therefore must raise external capital to fund growth projects and to fund acquisitions.

 

MACRO REVIEW

West Texas Intermediate (WTI) crude oil prices ended the reporting period at $47.66 per barrel, down 4% over the reporting period. Global crude prices, as measured by Brent crude oil, traded 2% higher over the reporting period. As previously noted, the crude oil price decline appeared to stem primarily from continued U.S. inventory builds as well as fears that U.S. shale producers were ramping up production more quickly than previously anticipated. Brent exited the period at a $3 per barrel premium to WTI, which is near the historic norm. However, this reversion represents a departure from the $8 to $9 per barrel Brent premium present from 2009 to 2015.

 

Henry Hub natural gas spot prices exited the period at $3.20 per million British thermal units (“mmbtu”), down 3% over the reporting period, while up 52% from the year-ago period. Natural gas pricing has benefited from a long awaited realignment of supply-demand in which natural gas usage as a heating and electric generation fuel has increased as gas production volume growth has moderated, and as increased exports have become a reality via both liquefied natural gas and new pipelines to Mexico.

 

Mont Belvieu natural gas liquids (“NGL”) prices ended the reporting period at $24.13 per barrel, a 1% decline over the reporting period. Pricing for NGL purity products varied, with ethane and propane trading higher over the period while butane, isobutene, and natural gasoline prices declined. Frac spreads, a measure of natural gas processing economics, ended the period at $0.30 per gallon, up 8% over the reporting period. Generally, the greater the frac spread, the greater the incentive for producers to seek natural gas processing capacity.

 

The yield curve flattened over the reporting period as short rates increased while the yields on longer-dated maturities declined. The ten-year Treasury yield declined 18 basis points to end the period at 2.20%. The MLP yield spread at period-end, as measured by the AMZ and the 10-year Treasury bond, widened by 17 basis points to 5.22%.

 

Over the reporting period, real estate investment trusts (“REITs”) and utilities, two competing yield-oriented equity asset classes, posted total returns of 7.50% (as measured by the Dow Jones Equity REIT Total Return Index) and 16.86% (as measured by the Dow Jones Utility Average

 

4  OPPENHEIMER STEELPATH MLP INCOME FUND

 


Index), respectively, as compared to the AMZ’s 2.28% total return. Price to forward distributable cash flow (DCF), a commonly watched ratio within the MLP sector, declined over the period ending well below the ten-year average.

 

SUBSECTOR REVIEW

Performance among subsectors in the midstream, or energy infrastructure, MLP asset class varied for the reporting period. On average, the gathering and processing subsector provided the best performance over the period, buoyed by improved volumetric projections. The natural gas pipeline group followed as investors continued to express preference for the safety of long-haul natural gas pipelines, particularly those backed by utility demand pull.

 

The upstream subsector experienced the weakest performance over the reporting period as these entities’ cash flows were directly impacted by commodity price weakness over the period. The coal subsector also lagged over the reporting period as domestic coal pricing generally weakened through the reporting period.

 

FUND REVIEW

Key contributors to the Fund’s performance were Sunoco LP (SUN) and Williams Partners, LP (WMB).

 

SUN units outperformed over the period after announcing the $3.3 billion divestiture of its convenience store business and its intent to use the proceeds to delever. We believe SUN’s diverse geographic footprint and focus on the resilient fuel distribution business should provide for steady long-term operational performance.

 

WPZ outperformed over the period after the partnership and its parent, The Williams Companies (WMB), announced a plan to restore long-term sustainable growth by eliminating WPZ’s incentive distribution rights (“IDRs”) and also enabling significant debt reduction via an upfront equity capital infusion and more than $2 billion of asset monetization.    As a result of the transactions, WPZ expects to target annual distribution growth of 5% to 7% over the next several years while maintaining distribution coverage of 1.2x over 2017 and in excess of 1.1x thereafter.

 

Key detractors from the Fund’s performance were Enbridge Energy Partners LP (EEP) and NGL Energy Partners, LP (NGL).

 

EEP underperformed over the period as the company provided disappointing financial projections for the upcoming fiscal year followed by a reduction of its cash distribution. Enbridge Inc. (ENB), EEP’s sponsor, provided some modest support, acquiring EEP’s underperforming natural gas business and allowing EEP to simplify its capital structure and modify the incentive distribution mechanism. Following this strategic realignment, we believe EEP is better positioned to benefit from its large network of crude oil pipelines in the U.S. and Canada, most of which

 

OPPENHEIMER STEELPATH MLP INCOME FUND  5

 


benefit from strong contractual cash flow regardless of commodity prices or throughput volumes.

 

NGL units underperformed over the period after the partnership reduced its earnings before interest, tax, depreciation and amortization (“EBITDA”) guidance and deferred plans to begin raising its cash distribution by nine months. NGL operates within several midstream subsectors including crude oil and refined products logistics as well as retail propane and water solutions. Strength in NGL’s water business has been offset by warmer winter weather weighing on the retail propane business and challenging market conditions in some portions of the partnership’s refiner products and crude marketing businesses.

 

Please note that significant decreases in cash distributions from the Fund’s MLP investments and/or significant declines in the fair value of its investments may impact the Fund’s assessment regarding the recoverability of certain deferred tax assets, which may result in the recording of a valuation allowance. If a valuation allowance is established, this could have a material impact on the Fund’s net asset value and results of operations for the period. The Fund had a valuation allowance in place for a portion of the reporting period, but did not have one in place at period end. See Note 2 of the Notes to Financial Statements for more information.

 

OUTLOOK

We continue to believe we have seen the worst of this energy market down cycle. In our opinion, the rate of midstream growth will likely moderate from peak levels, but average distributions are still likely to grow. We expect midstream operators to benefit from the reflation of domestic hydrocarbon production and the more efficient use of existing assets going forward, in contrast to the widespread need to construct new assets over the first years of shale production growth. We believe current market valuations underestimate the potential for renewed business growth going forward and we remain optimistic on the sector’s prospects. Consequently, we believe midstream MLPs continue to offer attractive total return potential based on the potential for price appreciation and stable or growing distribution streams.

 

 


Stuart Cartner
Portfolio Manager

   


Brian Watson, CFA
Portfolio Manager

 

6  OPPENHEIMER STEELPATH MLP INCOME FUND

 


Top Holdings and Allocations

 

TOP TEN MASTER LIMITED PARTNERSHIP HOLDINGS

Energy Transfer Partners LP

10.26%

Sunoco LP

7.11%

NuStar Energy LP

6.46%

EnLink Midstream Partners LP

5.08%

Genesis Energy LP

4.14%

DCP Midstream LP

4.04%

Enbridge Energy Partners LP

3.93%

Summit Midstream Partners LP

3.62%

Williams Partners LP

3.50%

NGL Energy Partners LP

3.34%

 

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

 

SECTOR ALLOCATION

 

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

 

OPPENHEIMER STEELPATH MLP INCOME FUND  7

 


Share Class Performance

 

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 5/31/17

 

 

Inception Date

6-Month

1-Year

5-Year

Since Inception

Class A (MLPDX)

3/31/2010

-0.09%

3.69%

2.13%

3.40%

Class C (MLPRX)

6/10/2011

-0.53%

2.84%

1.35%

0.84%

Class I (OSPMX)

6/28/2013

0.04%

4.15%

N/A

-2.08%

Class Y (MLPZX)

3/31/2010

0.04%

4.02%

2.38%

3.65%

 

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 5/31/17

 

 

Inception Date

6-Month

1-Year

5-Year

Since Inception

Class A (MLPDX)

3/31/2010

-5.89%

-2.32%

0.92%

2.55%

Class C (MLPRX)

6/10/2011

-1.48%

1.92%

1.35%

0.84%

Class I (OSPMX)

6/28/2013

0.04%

4.15%

N/A

-2.08%

Class Y (MLPZX)

3/31/2010

0.04%

4.02%

2.38%

3.65%

 

Performance data quoted represents past performance, which does not guarantee future results.The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%, and for Class C shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I or Class Y shares. Returns for periods of less than one year are cumulative and not annualized. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

 

The Fund’s performance is compared to the performance of the S&P 500 Index and the Alerian MLP Index. The S&P 500 Index is a broad-based measure of domestic stock performance. The Alerian MLP Index is a composite of the 50 most prominent Master Limited Partnerships that provides investors with an unbiased, comprehensive benchmark for this emerging asset class. The index, which is calculated using a float-adjusted, capitalization-weighted methodology, is disseminated real-time on a total-return basis. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance

 

8  OPPENHEIMER STEELPATH MLP INCOME FUND

 


is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

 

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

 

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

 

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

 

OPPENHEIMER STEELPATH MLP INCOME FUND  9

 


Fund Expenses

 

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

 

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

 

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

 

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

 

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

 

10  OPPENHEIMER STEELPATH MLP INCOME FUND

 


Actual

Beginning
Account
Value
December 1, 2016

Ending
Account
Value
May 31, 2017

Expenses
Paid During
6 Months Ended
May 31, 2017*

CLASS A

$ 1,000.00

$ 999.10

$ 6.78

CLASS C

1,000.00

994.70

10.50

CLASS I

1,000.00

1,000.40  

5.13

CLASS Y

1,000.00

1,000.40 

5.54

       

Hypothetical
(5% return before expenses)

 

 

 

CLASS A

1,000.00

1,018.21

6.85

CLASS C

1,000.00

1,014.47

10.60

CLASS I

1,000.00

1,019.87

5.18

CLASS Y

1,000.00

1,019.46

5.60

 

Expenses 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). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended May 31, 2017 are as follows:

 

Class

Expense Ratios*

CLASS A

1.36%

CLASS C

2.11

CLASS I

1.03

CLASS Y

1.11

 

*

For the 6-month period ended May 31, 2017, the Fund’s deferred tax liability decreased resulting in a deferred tax benefit for the period. This benefit was excluded from this example.

 

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

 

OPPENHEIMER STEELPATH MLP INCOME FUND  11

 


STATEMENT OF INVESTMENTS May 31, 2017 / Unaudited

 

Description

 

Shares

   

Value

 

Master Limited Partnership Shares — 86.5%

 

Diversified — 6.2%

           

ONEOK Partners LP

   

2,136,118

   

$

104,477,531

 

Williams Partners LP

   

3,495,597

     

136,922,535

 

Total Diversified

           

241,400,066

 
                 

Gathering/Processing — 19.1%

 

American Midstream Partners LP 1

   

5,864,789

     

70,670,708

 

Archrock Partners LP 1

   

5,334,394

     

82,629,763

 

Crestwood Equity Partners LP 1

   

5,192,151

     

118,900,258

 

CSI Compressco LP 1

   

2,195,057

     

12,072,814

 

EnLink Midstream Partners LP

   

11,708,054

     

198,685,676

 

Sanchez Production Partners LP 1

   

1,739,905

     

24,097,684

 

Summit Midstream Partners LP 1

   

6,118,030

     

141,326,493

 

USA Compression Partners LP 1

   

6,298,263

     

96,804,302

 

Total Gathering/Processing

           

745,187,698

 
                 

Marine — 2.3%

               

GasLog Partners LP

   

1,175,291

     

25,738,873

 

Hoegh LNG Partners LP

   

488,242

     

9,325,422

 

Teekay LNG Partners LP

   

3,746,835

     

56,951,892

 

Total Marine

           

92,016,187

 
                 

Natural Gas Pipelines — 14.5%

 

CrossAmerica Partners LP 1

   

2,215,600

     

53,240,868

 

Energy Transfer Partners LP

   

18,441,355

     

401,283,875

 

TC Pipelines LP

   

1,984,746

     

111,681,658

 

Total Natural Gas Pipelines

           

566,206,401

 
                 

Petroleum Transportation — 41.3%

 

Arc Logistics Partners LP 1

   

1,896,477

   

$

26,873,079

 

Blueknight Energy Partners LP 1

   

2,007,434

     

13,951,666

 

Buckeye Partners LP

   

1,644,213

     

105,229,632

 

DCP Midstream LP

   

4,672,146

     

157,825,092

 

Delek Logistics Partners LP

   

457,743

     

13,869,613

 

Enbridge Energy Partners LP

   

9,271,828

     

153,541,472

 

Genesis Energy LP

   

5,194,500

     

162,016,455

 

Global Partners LP 1

   

2,946,378

     

55,244,587

 

Holly Energy Partners LP

   

1,821,271

     

59,664,838

 

Martin Midstream Partners LP 1

   

6,406,253

     

116,593,805

 

NGL Energy Partners LP 1

   

9,609,672

     

130,691,539

 

NuStar Energy LP 1

   

5,540,776

     

252,548,570

 

NuStar GP Holdings LLC

   

700,000

     

18,165,000

 

PBF Logistics LP

   

893,588

     

17,514,325

 

Sprague Resources LP 1

   

1,630,258

     

41,490,066

 

Sunoco LP 1

   

9,318,350

     

277,873,197

 

USD Partners LP

   

750,975

     

10,138,162

 

Total Petroleum Transportation

           

1,613,231,098

 
                 

Propane — 3.1%

               

Amerigas Partners LP

   

775,336

     

34,378,398

 

Suburban Propane Partners LP 1

   

3,761,282

     

88,916,707

 

Total Propane

           

123,295,105

 
                 

Total Master Limited Partnership Shares

 

(identified cost $3,336,924,633)

     

3,381,336,555

 

 

12  OPPENHEIMER STEELPATH MLP INCOME FUND

 


STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

Description

 

Shares

   

Value

 

Common Stock — 6.0%

 

Gathering/Processing — 2.1%

 

Targa Resources Corp.

   

1,734,710

   

$

79,675,230

 
                 

Marine — 2.9%

               

Golar LNG Partners LP 1

   

3,686,241

     

72,840,122

 

KNOT Offshore Partners LP 1

   

1,803,652

     

38,237,422

 

Teekay Offshore Partners LP

   

443,843

     

1,389,229

 

Total Marine

           

112,466,773

 
                 

Petroleum Transportation — 1.0%

 

Enbridge Energy Management LLC 2

   

2,521,485

     

40,545,475

 
                 

Total Common Stock

 

(identified cost $240,103,564)

     

232,687,478

 
                 

Preferred Master Limited Partnership Shares — 2.2%

 

Gathering/Processing — 1.0%

 

Crestwood Equity Partners LP, 9.25% 1,3

   

2,802,386

     

22,643,279

 

CSI Compressco LP - Series A, 11.00% 1,3

   

1,269,399

     

15,029,685

 

Total Gathering/Processing

           

37,672,964

 
                 

Marine — 0.3%

               

Teekay Offshore Partners LP, 7.25%

   

696,248

     

12,797,038

 
                 

Petroleum Transportation — 0.9%

 

Blueknight Energy Partners LP, 11.00% 1

   

801,393

   

$

6,347,033

 

GPM Petroleum LP, 10.00% 1,3

   

1,500,000

     

30,540,000

 

Total Petroleum Transportation

           

36,887,033

 
                 

Total Preferred Master Limited Partnership Shares

 

(identified cost $84,987,147)

     

87,357,035

 
                 

Short-Term Investments — 0.6%

 

Money Market — 0.6%

 

Fidelity Treasury Portfolio, Institutional Class, 0.633% 4

   

24,381,593

     

24,381,593

 
                 

Total Short-Term Investments

 

(identified cost $24,381,593)

     

24,381,593

 
                 

Total Investments — 95.3%

 

(identified cost $3,686,396,937)

     

3,725,762,661

 

Other Assets In Excess of Liabilities — 4.7%

     

183,520,399

 

Net Assets — 100.0%

   

$

3,909,283,060

 

 

OPPENHEIMER STEELPATH MLP INCOME FUND  13

 


STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

Footnotes to Statement of Investments

 

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 period ended May 31, 2017, by virtue of the Fund owning at least 5% of the voting securities of the issuer. Transactions during this period in which the issuer was an affiliate are as follows:

 

   

Shares
November 30,
2016

   

Gross
Additions

   

Gross
Reductions

   

Shares
May 31, 2017

 

American Midstream Partners LP

   

5,113,930

     

750,859

     

     

5,864,789

 

Arc Logistic Partners LP

   

1,896,477

     

     

     

1,896,477

 

Archrock Partners LP

   

5,234,394

     

100,000

     

     

5,334,394

 

Blueknight Energy Partners LP

   

1,741,034

     

266,400

     

     

2,007,434

 

Blueknight Energy Partners LP - Preferred

   

     

801,393

     

     

801,393

 

Crestwood Equity Partners LP

   

4,592,151

     

600,000

     

     

5,192,151

 

Crestwood Equity Partners LP - Preferred

   

     

2,802,386

     

     

2,802,386

 

CrossAmerica Partners LP

   

1,809,700

     

405,900

     

     

2,215,600

 

CSI Compressco LP

   

2,008,585

     

186,472

     

     

2,195,057

 

CSI Compressco LP - Preferred

   

1,312,336

     

94,014

     

(136,951

)

   

1,269,399

 

Global Partners LP

   

2,414,606

     

531,772

     

     

2,946,378

 

Golar LNG Partners LP

   

2,395,841

     

1,290,400

     

     

3,686,241

 

GPM Petroleum LP

   

1,500,000

     

     

     

1,500,000

 

KNOT Offshore Partners LP

   

1,103,652

     

700,000

     

     

1,803,652

 

Martin Midstream Partners LP

   

5,637,184

     

769,069

     

     

6,406,253

 

Midcoast Energy Partners LP i

   

3,100,729

     

     

(3,100,729

)

   

 

NGL Energy Partners LP

   

8,728,872

     

880,800

     

     

9,609,672

 

Nustar Energy LP

   

5,340,776

     

200,000

     

     

5,540,776

 

Sanchez Production Partners LP

   

1,739,905

     

     

     

1,739,905

 

Sprague Resources LP

   

1,530,958

     

99,300

     

     

1,630,258

 

Suburban Propane Partners LP

   

2,756,082

     

1,005,200

     

     

3,761,282

 

Summit Midstream Partners LP

   

5,320,030

     

798,000

     

     

6,118,030

 

Sunoco LP

   

8,054,250

     

1,264,100

     

     

9,318,350

 

USA Compression Partners LP

   

4,621,112

     

1,677,151

     

     

6,298,263

 

USD Partners LP i

   

750,975

     

     

     

750,975

 

 

14  OPPENHEIMER STEELPATH MLP INCOME FUND

 


STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

   

Value
May 31, 2017

   

Distributions

   

Realized
Gain/(Loss)

   

American Midstream Partners LP

 

$

70,670,708

   

$

4,657,769

   

$

   

Arc Logistic Partners LP

   

26,873,079

     

1,668,900

     

   

Archrock Partners LP

   

82,629,763

     

3,012,105

     

   

Blueknight Energy Partners LP

   

13,951,666

     

572,528

     

   

Blueknight Energy Partners LP - Preferred

   

6,347,033

     

143,249

     

   

Crestwood Equity Partners LP

   

118,900,258

     

6,224,383

     

   

Crestwood Equity Partners LP -
Preferred

   

22,643,279

     

511,868

     

   

CrossAmerica Partners LP

   

53,240,868

     

2,472,431

     

   

CSI Compressco LP

   

12,072,814

     

1,155,937

     

66,384

   

CSI Compressco LP - Preferred

   

15,029,685

     

1,074,580

     

   

Global Partners LP

   

55,244,587

     

2,725,400

     

   

Golar LNG Partners LP

   

72,840,122

     

3,781,666

     

   

GPM Petroleum LP

   

30,540,000

     

1,465,373

     

   

KNOT Offshore Partners LP

   

38,237,422

     

1,875,798

     

   

Martin Midstream Partners LP

   

116,593,805

     

6,221,719

     

   

Midcoast Energy Partners LP i

   

     

1,108,511

     

(17,271,524

)

 

NGL Energy Partners LP

   

130,691,539

     

7,230,032

     

   

Nustar Energy LP

   

252,548,570

     

11,915,299

     

   

Sanchez Production Partners LP

   

24,097,684

     

1,511,108

     

   

Sprague Resources LP

   

41,490,066

     

1,850,056

     

   

Suburban Propane Partners LP

   

88,916,707

     

6,498,776

     

   

Summit Midstream Partners LP

   

141,326,493

     

7,035,735

     

   

Sunoco LP

   

277,873,197

     

15,343,321

     

   

USA Compression Partners LP

   

96,804,302

     

6,481,926

     

   

USD Partners LP i

   

10,138,162

     

499,398

     

   
   

$

1,799,701,809

   

$

97,037,868

   

$

(17,205,140

)

 

 

 

i

Is not an affiliate as of May 31, 2017, was an affiliate during the period ended May 31, 2017.

 

2.

Non-income producing.

3.

Restricted security. The aggregate value of restricted securities at period end was $68,212,964, which represents 1.7% of the Fund’s net assets. See the accompanying Notes. Information concerning restricted securities is as follows:

Security

Acquisition
Date

 

Cost

   

Value

   

Unrealized Appreciation/ (Depreciation)

 

Crestwood Equity Partners LP - Preferred

3/2/2017-5/15/2017

 

$

27,261,841

   

$

22,643,279

   

$

(4,618,562

)

CSI Compressco LP - Preferred

8/8/2016-3/31/2017

 

$

14,509,231

   

$

15,029,685

   

$

520,454

 

GPM Petroleum LP

1/12/2016

 

$

30,000,000

   

$

30,540,000

   

$

540,000

 

 

4

Variable rate security; the coupon rate represents the rate at May 31, 2017.

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP INCOME FUND  15

 


STATEMENT OF ASSETS AND LIABILITIES May 31, 2017 / Unaudited

 

Assets:

     

Investments at value – see accompanying Statement of Investments:

     

Unaffiliated companies (cost $1,401,608,695)

 

$

1,926,060,852

 

Affiliated companies (cost $2,284,788,242)

   

1,799,701,809

 

 

   

3,725,762,661

 

Deferred tax asset, net

   

193,713,079

 

Receivable for beneficial interest sold

   

4,995,431

 

Dividends receivable

   

7,452

 

Prepaid expenses

   

323,598

 

Total assets

   

3,924,802,221

 
         

Liabilities:

       

Payable for beneficial interest redeemed

   

9,756,592

 

Payable to Manager

   

2,902,469

 

Payable for distribution and service plan fees

   

1,428,901

 

Transfer agent fees payable, net of voluntary waiver

   

695,162

 

Payable for investments purchased

   

141,345

 

Trustees' fees payable

   

24,172

 

Borrowing expense payable

   

21,371

 

Other liabilities

   

549,149

 

Total liabilities

   

15,519,161

 
         

Net Assets

 

$

3,909,283,060

 
         

Composition of Net Assets

       

Par value of shares of beneficial interest

 

$

551,192

 

Paid-in capital

   

4,247,012,467

 

Undistributed net investment loss, net of deferred taxes

   

(141,271,276

)

Accumulated undistributed net realized losses on investments, net of deferred taxes

   

(308,255,521

)

Net unrealized appreciation on investments, net of deferred taxes

   

111,246,198

 

Net Assets

 

$

3,909,283,060

 

 

16  OPPENHEIMER STEELPATH MLP INCOME FUND

 


STATEMENT OF ASSETS AND LIABILITIES Unaudited / (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

 

$

7.17

 

Offering price per share (net asset value plus sales charge of 5.75% of offering price)

 

$

7.61

 

Class C Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

6.80

 

Class I Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

7.37

 

Class Y Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

7.34

 
         

Net Assets:

       

Class A shares

 

$

1,641,163,940

 

Class C shares

   

1,218,411,533

 

Class I shares

   

19,223,507

 

Class Y shares

   

1,030,484,080

 

Total Net Assets

 

$

3,909,283,060

 
         

Shares Outstanding:

       

Class A shares

   

228,888,168

 

Class C shares

   

179,308,922

 

Class I shares

   

2,608,330

 

Class Y shares

   

140,386,489

 

Total Shares Outstanding

   

551,191,909

 

 

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP INCOME FUND  17

 


STATEMENT OF OPERATIONS
For the Six Months Ended May 31, 2017 / Unaudited

 

Investment Income

     

Distributions from:

     

Unaffiliated Master Limited Partnerships

 

$

69,843,120

 

Affiliated Master Limited Partnerships

   

97,037,868

 

Less return of capital on distributions from:

       

Unaffiliated Master Limited Partnerships

   

(69,843,120

)

Affiliated Master Limited Partnerships

   

(97,037,868

)

Dividend income

   

3,736,571

 

Total investment income

   

3,736,571

 
         

Expenses

       

Management fees

   

19,073,343

 

Distribution and service plan fees

       

Class A

   

2,237,500

 

Class C

   

6,355,519

 

Transfer agent fees

       

Class A

   

1,972,755

 

Class C

   

1,398,247

 

Class I

   

3,112

 

Class Y

   

1,047,375

 

Administrative fees

   

417,765

 

Borrowing fees

   

125,273

 

Tax expense

   

114,332

 

Legal, auditing, and other professional fees

   

107,688

 

Registration fees

   

106,888

 

Custody fees

   

74,641

 

Trustees' fees

   

52,044

 

Other

   

51,209

 

Total expenses, before waivers and deferred taxes

   

33,137,691

 

Less expense waivers

   

(2,107,432

)

Net expenses, before deferred taxes

   

31,030,259

 
         

Net investment loss, before deferred taxes

   

(27,293,688

)

Deferred tax benefit

   

8,807,226

 

Net investment loss, net of deferred taxes

   

(18,486,462

)

         

Net Realized and Unrealized Gains/Losses on Investments:

       

Net Realized Gains / Losses

       

Investments from:

       

Unaffiliated companies

   

31,914,289

 

Affiliated companies

   

(17,205,140

)

Deferred tax expense

   

(5,368,839

)

Net realized gains, net of deferred taxes

   

9,340,310

 

Net Change in Unrealized Appreciation

       

Investments

   

(8,722,049

)

Deferred tax benefit

   

3,183,548

 

Net change in unrealized appreciation, net of deferred taxes

   

(5,538,501

)

         

Net realized and unrealized gains on investments, net of deferred taxes

   

3,801,809

 

Change in net assets resulting from operations

 

$

(14,684,653

)

 

See accompanying Notes to Financial Statements.

 

18  OPPENHEIMER STEELPATH MLP INCOME FUND

 


STATEMENTS OF CHANGES IN NET ASSETS

 

   

For the Six
Months Ended
May 31, 2017
(Unaudited)

   

For the
Year Ended
November 30, 2016

 

Operations

           

Net investment loss, net of deferred taxes

 

$

(18,486,462

)

 

$

(29,635,435

)

Net realized gains/(losses) on investments, net of deferred taxes

   

9,340,310

     

(400,661,732

)

Net change in unrealized appreciation/(depreciation), net of deferred taxes

   

(5,538,501

)

   

679,572,043

 

Change in net assets resulting from operations

   

(14,684,653

)

   

249,274,876

 
                 

Distributions to Shareholders

               

Distributions to shareholders from return of capital:

               

Class A shares

   

(73,521,553

)

   

(153,936,794

)

Class C shares

   

(54,277,844

)

   

(118,262,435

)

Class I shares

   

(842,016

)

   

(715,882

)

Class Y shares

   

(37,321,026

)

   

(74,346,616

)

Change in net assets resulting from distributions to shareholders

   

(165,962,439

)

   

(347,261,727

)

                 

Beneficial Interest Transactions

               

Class A shares

   

35,479,627

     

357,458,026

 

Class C shares

   

80,500,911

     

157,347,884

 

Class I shares

   

(9,162

)

   

20,453,290

 

Class Y shares

   

213,966,296

     

191,230,622

 

Change in net assets resulting from beneficial interest transactions

   

329,937,672

     

726,489,822

 

Change in net assets

   

149,290,580

     

628,502,971

 
                 

Net Assets

               

Beginning of period

   

3,759,992,480

     

3,131,489,509

 

End of period

 

$

3,909,283,060

   

$

3,759,992,480

 
                 

Undistributed net investment loss, net of deferred taxes

 

$

(141,271,276

)

 

$

(122,784,814

)

 

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP INCOME FUND  19

 


FINANCIAL HIGHLIGHTS

 

Class A

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*

   

Year Ended November 30,
2012

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

7.47

   

$

7.78

   

$

11.01

   

$

10.86

   

$

9.83

   

$

10.14

 

Income/(loss) from investment operations:

                                               

Net investment loss1

   

(0.02

)

   

(0.05

)

   

(0.06

)

   

(0.09

)

   

(0.09

)

   

(0.09

)

Return of capital1

   

0.20

     

0.41

     

0.48

     

0.48

     

0.49

     

0.48

 

Net realized and unrealized gains/(losses)

   

(0.17

)

   

0.11

     

(2.87

)

   

0.54

     

1.41

     

0.08

 

Total from investment operations

   

0.01

     

0.47

     

(2.45

)

   

0.93

     

1.81

     

0.47

 

Distributions to shareholders:

                                               

Return of capital

   

(0.31

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.70

)

Income

   

     

     

     

     

     

(0.08

)

Total distributions to shareholders

   

(0.31

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

Net asset value, end of period

 

$

7.17

   

$

7.47

   

$

7.78

   

$

11.01

   

$

10.86

   

$

9.83

 

 

                                               

Total Return, at Net Asset Value2

   

(0.09

%)

   

7.29

%

   

(23.32

%)

   

8.66

%

   

18.79

%

   

4.61

%

                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

1,641,164

   

$

1,681,230

   

$

1,355,597

   

$

2,116,790

   

$

1,452,182

   

$

333,544

 

Ratio of Expenses to Average Net Assets:3

                         

Before (waivers) and deferred tax expense/(benefit)

   

1.47

%

   

1.49

%

   

1.49

%

   

1.50

%

   

1.42

%

   

1.51

%

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.07

%)

   

(0.16

%)

Net of (waivers) and before deferred tax expense/(benefit)

   

1.36

%4

   

1.37

%4

   

1.38

%4

   

1.38

%4

   

1.35

%5

   

1.35

%

Deferred tax expense/(benefit)6,7

   

(0.33

%)

   

2.07

%

   

(12.85

%)

   

4.38

%

   

6.97

%

   

2.02

%

Total expenses/(benefit)

   

1.03

%

   

3.44

%

   

(11.47

%)

   

5.76

%

   

8.32

%

   

3.37

%

                                                 

Ratio of Investment Loss to Average Net Assets:3

                         

Before (waivers) and deferred tax benefit/(expense)

   

(1.16

%)

   

(1.09

%)

   

(1.22

%)

   

(1.41

%)

   

(1.32

%)

   

(1.51

%)

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.07

%)

   

(0.16

%)

Net of expense (waivers) and before deferred tax benefit/(expense)

   

(1.05

%)

   

(0.97

%)

   

(1.11

%)

   

(1.29

%)

   

(1.25

%)

   

(1.35

%)

Deferred tax benefit7,8

   

0.44

%

   

0.32

%

   

0.54

%

   

0.56

%

   

0.45

%

   

0.47

%

Net investment loss

   

(0.61

%)

   

(0.65

%)

   

(0.57

%)

   

(0.73

%)

   

(0.80

%)

   

(0.88

%)

 

                                               

Portfolio turnover rate

   

9

%

   

22

%

   

18

%

   

14

%

   

4

%

   

29

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

1.

Per share amounts calculated based on average shares outstanding during the period net of deferred tax expense/benefit.

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and 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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

3.

Annualized for less than a full period.

4.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.35%.

5.

Includes franchise tax expense. Without franchise tax expense the net expense ratio would be 1.35%.

6.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

7.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

8.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

20  OPPENHEIMER STEELPATH MLP INCOME FUND

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class C

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*

   

Year Ended November 30,
2012

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

7.12

   

$

7.51

   

$

10.73

   

$

10.68

   

$

9.75

   

$

10.13

 

Income/(loss) from investment operations:

                                               

Net investment loss1

   

(0.07

)

   

(0.12

)

   

(0.15

)

   

(0.17

)

   

(0.14

)

   

(0.13

)

Return of capital1

   

0.20

     

0.41

     

0.48

     

0.48

     

0.50

     

0.51

 

Net realized and unrealized gains/(losses)

   

(0.14

)

   

0.10

     

(2.77

)

   

0.52

     

1.35

     

0.02

 

Total from investment operations

   

(0.01

)

   

0.39

     

(2.44

)

   

0.83

     

1.71

     

0.40

 

Distributions to shareholders:

                                               

Return of capital

   

(0.31

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.70

)

Income

   

     

     

     

     

     

(0.08

)

Total distributions to shareholders

   

(0.31

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

Net asset value, end of period

 

$

6.80

   

$

7.12

   

$

7.51

   

$

10.73

   

$

10.68

   

$

9.75

 

 

                                               

Total Return, at Net Asset Value2

   

(0.53

%)

   

6.44

%

   

(23.85

%)

   

7.84

%

   

17.88

%

   

3.89

%

                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

1,218,412

   

$

1,199,208

   

$

1,096,028

   

$

1,701,552

   

$

869,041

   

$

36,764

 

Ratio of Expenses to Average Net Assets:3

                         

Before (waivers) and deferred tax expense/(benefit)

   

2.22

%

   

2.24

%

   

2.24

%

   

2.25

%

   

2.18

%

   

2.37

%

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.07

%)

   

(0.27

%)

Net of (waivers) and before deferred tax expense/(benefit)

   

2.11

%4

   

2.12

%4

   

2.13

%4

   

2.13

%4

   

2.11

%5

   

2.10

%

Deferred tax expense/(benefit)6,7

   

(0.33

%)

   

2.07

%

   

(12.85

%)

   

4.38

%

   

5.39

%

   

1.78

%

Total expenses/(benefit)

   

1.78

%

   

4.19

%

   

(10.72

%)

   

6.51

%

   

7.50

%

   

3.88

%

                                                 

Ratio of Investment Loss to Average Net Assets:3

                         

Before (waivers) and deferred tax benefit/(expense)

   

(2.39

%)

   

(2.28

%)

   

(2.21

%)

   

(2.21

%)

   

(2.08

%)

   

(2.37

%)

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.07

%)

   

(0.27

%)

Net of expense (waivers) and before deferred tax benefit/(expense)

   

(2.28

%)

   

(2.16

%)

   

(2.10

%)

   

(2.09

%)

   

(2.01

%)

   

(2.10

%)

Deferred tax benefit7,8

   

0.44

%

   

0.32

%

   

0.54

%

   

0.56

%

   

0.73

%

   

0.75

%

Net investment loss

   

(1.84

%)

   

(1.84

%)

   

(1.56

%)

   

(1.53

%)

   

(1.28

%)

   

(1.35

%)

 

                                               

Portfolio turnover rate

   

9

%

   

22

%

   

18

%

   

14

%

   

4

%

   

29

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

1.

Per share amounts calculated based on average shares outstanding during the period net of deferred tax expense/benefit.

2.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and 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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

3.

Annualized for less than a full period.

4.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 2.10%.

5.

Includes franchise tax expense. Without franchise 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.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

8.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP INCOME FUND  21

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class I

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Period Ended November 29,
2013*
,1,2

 

Per Share Operating Data

                             

Net Asset Value, Beginning of Period

 

$

7.66

   

$

7.93

   

$

11.17

   

$

10.97

   

$

11.15

 

Income/(loss) from investment operations:

                                       

Net investment income/(loss)3

   

0.00

4 

   

0.16

     

(0.03

)

   

0.01

     

(0.03

)

Return of capital3

   

0.20

     

0.41

     

0.48

     

0.48

     

0.22

 

Net realized and unrealized gains/(losses)

   

(0.18

)

   

(0.06

)

   

(2.91

)

   

0.49

     

0.02

 

Total from investment operations

   

0.02

     

0.51

     

(2.46

)

   

0.98

     

0.21

 

Distributions to shareholders:

                                       

Return of capital

   

(0.31

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.39

)

Net asset value, end of period

 

$

7.37

   

$

7.66

   

$

7.93

   

$

11.17

   

$

10.97

 

 

                                       

Total Return, at Net Asset Value5

   

0.04

%

   

7.68

%

   

(23.06

%)

   

9.04

%

   

1.90

%

                                         

Ratios /Supplemental Data

                                       

Net assets, end of period (in thousands)

 

$

19,223

   

$

20,112

   

$

235

   

$

331

   

$

113

 

Ratio of Expenses to Average Net Assets:6

                 

Before deferred tax expense/(benefit)

   

1.03

%7

   

1.01

%7

   

1.05

%7

   

1.05

%7

   

1.16

%8

Deferred tax expense/(benefit)9,10

   

(0.33

%)

   

2.07

%

   

(12.85

%)

   

4.38

%

   

2.23

%

Total expenses/(benefit)

   

0.70

%

   

3.08

%

   

(11.80

%)

   

5.43

%

   

3.39

%

                                         

Ratio of Investment Gain/(Loss) to Average Net Assets:6

                 

Before deferred tax benefit/(expense)

   

(0.40

%)

   

1.69

%

   

(0.88

%)

   

(0.45

%)

   

(1.05

%)

Deferred tax benefit10,11

   

0.44

%

   

0.32

%

   

0.54

%

   

0.56

%

   

0.37

%

Net investment income/(loss)

   

0.04

%

   

2.01

%

   

(0.34

%)

   

0.11

%

   

(0.68

%)

 

                                       

Portfolio turnover rate

   

9

%

   

22

%

   

18

%

   

14

%

   

4

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

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 net of deferred tax expense/benefit.

4.

Rounds to less than $0.005 a share.

5.

Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and 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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

6.

Annualized for less than full period.

7.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.02%, 0.99%, 1.02%, and 1.02% for the periods ended May 31, 2017, November 30, 2016, November 30, 2015, and November 28, 2014, respectively.

8.

Includes franchise tax expense. Without franchise tax expense the net expense ratio would be 1.14%.

9.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

10.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

11.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

22  OPPENHEIMER STEELPATH MLP INCOME FUND

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class Y

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*
,1

   

Year Ended November 30,
2012
1

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

7.63

   

$

7.91

   

$

11.15

   

$

10.97

   

$

9.89

   

$

10.17

 

Income/(loss) from investment operations:

                                               

Net investment loss2

   

(0.01

)

   

(0.02

)

   

(0.02

)

   

(0.04

)

   

(0.07

)

   

(0.07

)

Return of capital2

   

0.20

     

0.41

     

0.48

     

0.48

     

0.49

     

0.49

 

Net realized and unrealized gains/(losses)

   

(0.17

)

   

0.11

     

(2.92

)

   

0.52

     

1.44

     

0.08

 

Total from investment operations

   

0.02

     

0.50

     

(2.46

)

   

0.96

     

1.86

     

0.50

 

Distributions to shareholders:

                                               

Return of capital

   

(0.31

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.70

)

Income

   

     

     

     

     

     

(0.08

)

Total distributions to shareholders

   

(0.31

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

   

(0.78

)

Net asset value, end of period

 

$

7.34

   

$

7.63

   

$

7.91

   

$

11.15

   

$

10.97

   

$

9.89

 

 

                                               

Total Return, at Net Asset Value3

   

0.04

%

   

7.56

%

   

(23.11

%)

   

8.85

%

   

19.19

%

   

4.89

%

                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

1,030,484

   

$

859,443

   

$

679,630

   

$

992,009

   

$

535,124

   

$

134,481

 

Ratio of Expenses to Average Net Assets:4

                         

Before (waivers) and deferred tax expense/(benefit)

   

1.22

%

   

1.24

%

   

1.24

%

   

1.24

%

   

1.18

%

   

1.27

%

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.07

%)

   

(0.17

%)

Net of (waivers) and before deferred tax expense/(benefit)

   

1.11

%5

   

1.12

%5

   

1.13

%5

   

1.12

%5

   

1.11

%6

   

1.10

%

Deferred tax expense/(benefit)7,8

   

(0.33

%)

   

2.07

%

   

(12.85

%)

   

4.38

%

   

6.68

%

   

2.10

%

Total expenses/(benefit)

   

0.78

%

   

3.19

%

   

(11.72

%)

   

5.50

%

   

7.79

%

   

3.20

%

                                                 

Ratio of Investment Loss to Average Net Assets:4

                         

Before (waivers) and deferred tax benefit/(expense)

   

(0.81

%)

   

(0.72

%)

   

(0.81

%)

   

(1.01

%)

   

(1.08

%)

   

(1.27

%)

Expense (waivers)

   

(0.11

%)

   

(0.12

%)

   

(0.11

%)

   

(0.12

%)

   

(0.07

%)

   

(0.17

%)

Net of expense (waivers) and before deferred tax benefit/(expense)

   

(0.70

%)

   

(0.60

%)

   

(0.70

%)

   

(0.89

%)

   

(1.01

%)

   

(1.10

%)

Deferred tax benefit8,9

   

0.44

%

   

0.32

%

   

0.54

%

   

0.56

%

   

0.37

%

   

0.38

%

Net investment loss

   

(0.26

%)

   

(0.28

%)

   

(0.16

%)

   

(0.33

%)

   

(0.64

%)

   

(0.72

%)

 

                                               

Portfolio turnover rate

   

9

%

   

22

%

   

18

%

   

14

%

   

4

%

   

29

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

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.

Per share amounts calculated based on average shares outstanding during the period net of deferred tax expense/benefit.

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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

4.

Annualized for less than a full period.

5.

Includes borrowing and franchise tax expense. Without borrowing and franchise tax expense, the net expense ratio would be 1.10%.

6.

Includes franchise tax expense. Without franchise 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.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

9.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP INCOME FUND  23

 


NOTES TO FINANCIAL STATEMENTS Unaudited

 


1. Organization

 

Oppenheimer SteelPath MLP Income Fund (the “Fund”), a separate series of Oppenheimer SteelPath MLP Funds Trust, is a non-diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI SteelPath, Inc. (the “Adviser” or “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or “Oppenheimer”).

 

The Fund offers Class A, Class C, Class I, and Class Y shares. Effective June 28, 2013, Class I shares were renamed Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Effective June 28, 2013 although there is no initial sales charge on Class A purchases totaling $1 million or more, those Class A shares may be subject to a 1.00% contingent deferred sales charge (“CDSC”) if shares are redeemed within an 18-month holding period measured from the date of purchase. Class C shares are sold without a front-end sales charge but may be subject to a CDSC of 1.00% of the redemption proceeds if Class C shares are redeemed within one year of purchase. Class I shares are only available to eligible institutional investors. Class I shares are sold at net asset value per share without a sales charge or CDSC. An institutional investor that buys Class I shares for its customers’ accounts may impose charges on those accounts. Class Y shares are sold at net asset value per share without a sales charge directly to institutional investors that have special agreements with OppenheimerFunds Distributor, Inc. (the “Distributor” or “OFDI”) for that purpose. They may include insurance companies, registered investment companies, employee benefit plans and section 529 plans, among others. An institutional investor that buys Class Y shares for its customers’ accounts may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A and C shares have separate distribution and/or service plans under which they pay fees. Class I and Y shares do not pay such fees.

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services- Investment Companies.

 

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

 

24  OPPENHEIMER STEELPATH MLP INCOME FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies

 

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

 

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

 

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. The Fund’s dividend distribution policy is intended to provide monthly distributions to its shareholders at a rate that over time is similar to the distribution rate the Fund receives from the master limited partnerships (”MLPs”) in which it invests. The Fund generally pays out dividends that over time approximate the distributions received from the Fund’s portfolio investments based on, among other considerations, distributions the Fund actually received from portfolio investments, distributions it would have received if it had been fully invested at all times, and estimated future cash flows. Such dividends are not tied to the Fund’s investment income and may not represent yield or investment return on the Fund’s portfolio. To the extent that the dividends paid exceed the distributions the Fund receives from its underlying investments, the Fund’s assets will be reduced. The Fund’s tendency to pay out a consistent dividend may change, and the Fund’s level of distributions may increase or decrease.

 

The estimated characterization of the distributions paid will be either a qualified dividend or distribution (return of capital). This estimate is based on the Fund’s operating results during the period. It is anticipated that a significant portion of the distributions will be comprised of return of capital as a result of the tax character of cash distributions made by the Fund’s investments. The actual characterization of the distributions made during the period will not be determined until after the end of the fiscal year. The Fund will inform shareholders of the final tax character of the distributions on IRS Form 1099 DIV in February 2018. For the six months ended May 31, 2017, the Fund distributions are expected to be comprised of 100% return of capital.

 

Return of Capital Estimates. Distributions received from the Fund’s investments in MLPs generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded. For the six months ended May 31, 2017, the Fund estimated that 100% of the MLP distributions received would be treated as return of capital.

 

OPPENHEIMER STEELPATH MLP INCOME FUND  25

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

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

 

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

 

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

 

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

 

Federal Income Taxes. The Fund does not intend to qualify as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code, but will rather be taxed as a corporation. As a corporation, the Fund is obligated to pay federal, state and local income tax on taxable income. Currently, the maximum marginal regular federal income tax rate for a corporation is 35 percent. Upon enactment, a change in the federal income tax rate could have a material impact to the Fund. The Fund may be subject to a 20 percent alternative minimum tax on its federal alternative minimum taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax. The Fund is currently using an estimated rate of 1.7 percent for state and local tax, net of federal tax expense.

 

26  OPPENHEIMER STEELPATH MLP INCOME FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

The Fund’s income tax provision consists of the following as of May 31, 2017:

 

Current tax expense/(benefit)

     

Federal

 

$

 

State

   

 

Total current tax expense

 

$

 
         

Deferred tax expense/(benefit)

       

Federal

 

$

(6,349,801

)

State

   

(272,134

)

Total deferred tax expense

 

$

(6,621,935

)

 

The reconciliation between the federal statutory income tax rate of 35% and the effective tax rate on net investment income (loss) and realized and unrealized gain (loss) follows:

 

   

Amount

   

Rate

 

Application of statutory income tax rate

 

$

(7,457,307

)

   

35.00

%

State income taxes net of federal benefit

   

(319,599

)

   

1.50

%

Effect of permanent differences

   

1,154,971

     

(5.42

%)

Total income tax expense (benefit)

 

$

(6,621,935

)

   

31.08

%

 

The Fund intends to invest its assets primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund reports its allocable share of the MLPs’ taxable income in computing its own taxable income. The Fund’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains/(losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and (iii) the net tax benefit of accumulated net operating losses and capital loss carryforwards. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary differences are realized or otherwise settled. To the extent the Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. A valuation allowance is required if, based on the evaluation criterion provided by ASC 740, Income Taxes, it is more-likely-than-not some portion or all of the deferred tax asset will not be realized.

 

OPPENHEIMER STEELPATH MLP INCOME FUND  27

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

At May 31, 2017, the Fund determined a valuation allowance was not required. In evaluating a valuation allowance on a portion of the deferred tax asset, significant consideration was given to the current and expected level of MLP distributions, unrealized gains and losses on MLP investments and the expiration dates for net operating losses and capital loss carryovers. Market cycles, the severity and duration of historical deferred tax assets and the impact of current and future redemptions were also considered. The Fund intends to assess whether a valuation allowance is required to offset some or all of any deferred tax asset balance in connection with the calculation of the Fund’s daily NAV; however, to the extent the final valuation allowance differs from the estimates of the Fund used in calculating the Fund’s daily NAV, the application of such final valuation allowance in these Financial Statements could have a material impact on the Fund’s NAV. Through the consideration of these factors, the Fund has determined that it is more likely than not the deferred tax asset, net of the valuation allowance, if required, will be realized.

 

Unexpected significant decreases in cash distributions from the Fund’s MLP investments, significant declines in the fair value of its investments, significant redemptions or increased risk of expiring net operating losses or capital loss carryovers may change the Fund’s assessment regarding the recoverability of its deferred tax assets and may result in a change to the valuation allowance. Modifications of the valuation allowance could have a material impact on the Fund’s net asset value.

 

Components of the Fund’s deferred tax assets and liabilities as of May 31, 2017 are as follows:

 

Deferred tax assets:

     

Net operating loss carryforward (tax basis)

 

$

327,078,565

 

Capital loss carryforward (tax basis)

   

120,788,710

 

Total deferred tax asset

   

447,867,275

 
         

Deferred tax liabilities:

       

Net unrealized gains on investment securities (tax basis)

 

$

(254,154,196

)

Total deferred tax liability

   

(254,154,196

)

         

Total net deferred tax asset/(liability)

 

$

193,713,079

 

 

The Fund may rely, to some extent, on information provided by the MLPs, which may not necessarily be timely, to estimate taxable income allocable to MLP units held in its portfolio, and to estimate its associated deferred tax liability or asset. Such estimates are made in good faith. From time to time, as new information becomes available, the Fund will modify its estimates or assumptions regarding its tax liability or asset.

 

28  OPPENHEIMER STEELPATH MLP INCOME FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of May 31, 2017, the Fund does not have any interest or penalties associated with the underpayment of any income taxes.

 

The Fund files income tax returns in the U.S. federal jurisdiction and various states. The Fund has reviewed all major jurisdictions and concluded that there is no significant impact on the Fund’s net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain tax positions expected to be taken on its tax returns. Furthermore, management of the Fund is not aware of any uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly change in the next 12 months.

 

At May 31, 2017, the Fund had net operating loss carryforwards for federal income tax purposes, which may be carried forward for 20 years, as follows:

 

Expiration Date

     

11/30/2030

 

$

3,877

 

11/30/2031

   

4,997,354

 

11/30/2032

   

7,401,746

 

11/30/2033

   

47,597,832

 

11/30/2034

   

159,225,802

 

11/30/2035

   

258,885,745

 

11/30/2036

   

138,497,613

 

11/30/2037

   

279,495,689

 

Total

 

$

896,105,658

 

 

At May 31, 2017, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:

 

Expiration Date

     

11/30/2021

 

$

330,927,971

 

Total

 

$

330,927,971

 

 

During the period ended May 31, 2017 the Fund utilized $141,390,862 of capital loss carryforward.

 

OPPENHEIMER STEELPATH MLP INCOME FUND  29

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

At May 31, 2017, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:

 

Cost of Investments

 

$

3,027,669,290

 

Gross Unrealized Appreciation

 

$

931,340,801

 

Gross Unrealized Depreciation

   

(233,247,430

)

Net Unrealized Appreciation (Depreciation) on Investments

 

$

698,093,371

 

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

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

 

Recent Accounting Pronouncement. In October 2016, the Securities and Exchange Commission (“SEC”) adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. OFI Global Asset Mangement, Inc., a wholly-owned subsidiary of OFI, (“OFI Global”) is currently evaluating the amendments and their impact, if any, on the Fund’s financial statements.

 


3. Securities Valuation

 

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

 

The Fund’s Board of Trustees (the “Board”) has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee

 

30  OPPENHEIMER STEELPATH MLP INCOME FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

which is responsible for determining a fair valuation for any security for which market quotations are not readily available. The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

 

Valuation Methods and Inputs

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

 

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

 

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

 

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

 

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

 

OPPENHEIMER STEELPATH MLP INCOME FUND  31

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

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

 

Classifications

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

 

 

1)

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

 

 

2)

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

 

 

3)

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

 

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

 

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

 

32  OPPENHEIMER STEELPATH MLP INCOME FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of May 31, 2017, based on valuation input level:

 

   

Level 1 — Unadjusted

Quoted Prices

   

Level 2
Other Significant Observable Inputs

   

Level 3
Significant Unobservable Inputs

   

Value

 

Assets Table

                       

Investments, at Value:

                       

Master Limited Partnership Shares*

 

$

3,381,336,555

   

$

   

$

   

$

3,381,336,555

 

Common Stocks*

   

232,687,478

     

     

     

232,687,478

 

Preferred Master Limited Partnership Shares*

   

19,144,071

     

     

68,212,964

     

87,357,035

 

Short Term Investment

   

24,381,593

     

     

     

24,381,593

 

Total Assets

 

$

3,657,549,697

   

$

   

$

68,212,964

   

$

3,725,762,661

 

 

*

For a detailed break-out of securities by major industry classification, please refer to the Statement of Investments.

 

The following is a reconciliation of assets in which significant unobservable inputs (level 3) were used in determining fair value:

 

Beginning balance November 30, 2016

 

$

44,926,890

 

Transfers into Level 3 during the period

   

 

Change in unrealized appreciation/(depreciation)

   

(433,177

)

Total realized gain/(loss)

   

 

Purchases

   

28,336,421

 

Sales

   

(1,565,349

)

Return of capital distributions

   

(3,051,821

)

Transfers out of Level 3 during the period

   

 

Ending balance May 31, 2017

 

$

68,212,964

 

 

The total change in unrealized appreciation/depreciation included in the Statement of Operations attributable to Level 3 investments still held at May 31, 2017 is ($3,484,998).

 

OPPENHEIMER STEELPATH MLP INCOME FUND  33

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

The following table summarizes the valuation techniques and significant unobservable inputs used in determining fair value measurements for those investments classified as Level 3 as of May 31, 2017:

 

Assets Table

 

Value as of

May 31, 2017

 

Valuation

Technique

Unobservable

input

 

Range of Unobservable Inputs

   

Unobservable

Input Used

 

Investments, at Value:

                     

Preferred Stocks

 

$

15,029,685

 

Discounted

Cash Flow

Model

Illiquidity

Discount

   

N/A

     

7

%(a)

             

Estimated Yield

   

7.5% - 12.7

%

   

10.1

%(a)

     

30,540,000

 

Discounted

Cash Flow

Model

Illiquidity

Discount

   

N/A

     

7

%(b)

             

Estimated Yield

   

10.5% - 11.1

%

   

10.8

%(b)

     

22,643,279

 

Discounted

Cash Flow

Model

Annual

Illiquidity

Discount

   

N/A

     

10

%(c)

             

Estimated Yield

   

N/A

     

8.64

%(c)

Total

 

$

68,212,964

                     

 

(a)

The Fund fair values certain preferred shares using a discounted cash flow model which values the shares at the expected value of common units to be received in PIK conversion based on: the current price of the common shares (observable), the 20-day volume weighted average price (VWAP) of the common shares (observable), the 3-day volume weighted average price of the common shares (observable), and a discount rate, which is derived from the estimated yield and an illiquidity discount. Such security’s fair valuation could decrease (increase) significantly based on an increase (decrease) in the illiquidity discount. Such security’s fair valuation could increase (decrease) significantly based on an increase (decrease) in expected yields.

 

(b)

The Fund fair values certain preferred shares using a discounted cash flow model, which incorporates an illiquidity discount and the expected yield based on the average yield on comparable companies’ equity. Such security’s fair valuation could decrease (increase) significantly based on an increase (decrease) in the illiquidity discount. Such security’s fair valuation could increase (decrease) significantly based on an increase (decrease) in expected yields.

 

(c)

The Fund fair values certain preferred shares using a discounted cash flow model, which incorporates an illiquidity discount and an estimated yield based on a recent transaction. Such security’s fair valuation could decrease (increase) significantly based on an increase (decrease) in the illiquidity discount. Such security’s fair valuation could increase (decrease) significantly based on an increase (decrease) in estimated yields.

 

There have been no transfers between pricing levels for the Fund. It is the Fund’s policy to recognize transfers at the beginning of the reporting period.

 

34  OPPENHEIMER STEELPATH MLP INCOME FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


4. Investments and Risks

 

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

 

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

 

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

 

MLPs are generally treated as publicly traded partnerships for federal income tax purposes. Any modification to federal income tax laws and related interpretations could cause a material decrease in the value of an MLP.

 

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

 

Concentration Risk. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in the equity securities of MLPs, the majority of which operate in the energy and/or natural resources sector. MLPs are subject to certain risks, such as supply and demand risk, depletion and exploration risk, commodity pricing risk, acquisition risk, and the risk associated with the hazards inherent in

 

OPPENHEIMER STEELPATH MLP INCOME FUND  35

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


4. Investments and Risks (Continued)

 

midstream energy industry activities. A substantial portion of the cash flow received by the Fund is derived from investment in equity securities of MLPs. The amount of cash that a MLP has available for distributions, and the tax character of such distributions, are dependent upon the amount of cash generated by the MLP’s operations.

 


5. Shares of Beneficial Interest

 

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

 

   

Six Months Ended
May 31, 2017

   

Year Ended
November 30, 2016

 
             
   

Shares

   

Amount

   

Shares

   

Amount

 

Class A

                       

Sold

   

45,077,232

   

$

345,163,078

   

$

99,080,823

   

$

688,572,838

 

Dividends and/or distributions reinvested

   

8,460,020

     

64,652,567

     

19,124,478

     

134,212,798

 

Redeemed

   

(49,744,727

)

   

(374,336,018

)

   

(67,332,630

)

   

(465,327,610

)

Net Increase

   

3,792,525

   

$

35,479,627

   

$

50,872,671

   

$

357,458,026

 
                                 

Class C

                               

Sold

   

24,199,470

   

$

176,340,163

     

44,246,838

   

$

297,646,619

 

Dividends and/or distributions reinvested

   

7,110,546

     

51,631,679

     

16,703,083

     

111,919,047

 

Redeemed

   

(20,442,669

)

   

(147,470,931

)

   

(38,483,394

)

   

(252,217,782

)

Net Increase

   

10,867,347

   

$

80,500,911

     

22,466,527

   

$

157,347,884

 
                                 

Class I

                               

Sold

   

843,210

   

$

6,698,822

     

2,596,857

   

$

20,445,968

 

Dividends and/or distributions reinvested

   

80,033

     

629,019

     

75,809

     

580,892

 

Redeemed

   

(941,910

)

   

(7,337,003

)

   

(75,276

)

   

(573,570

)

Net Increase/(Decrease)

   

(18,667

)

 

$

(9,162

)

   

2,597,390

   

$

20,453,290

 
                                 

Class Y

                               

Sold

   

49,810,338

   

$

384,219,398

     

63,838,365

   

$

445,760,663

 

Dividends and/or distributions reinvested

   

4,690,392

     

36,674,524

     

10,220,369

     

73,088,148

 

Redeemed

   

(26,757,120

)

   

(206,927,626

)

   

(47,312,989

)

   

(327,618,189

)

Net Increase

   

27,743,610

   

$

213,966,296

     

26,745,745

   

$

191,230,622

 

 

36  OPPENHEIMER STEELPATH MLP INCOME FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


6. Purchases and Sales of Securities

 

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the six months ended May 31, 2017, were as follows:

 

   

Purchases

   

Sales

 

Investment securities

 

$

631,583,623

   

$

335,576,819

 

 


7. Fees and Other Transactions with Affiliates

 

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

 

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%

 

The Fund’s effective management fee for the six months ended May 31, 2017 was 0.94% of average annual net assets before any applicable waivers.

 

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

 

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

 

Trustees’ Compensation. The Board has adopted a compensation deferral plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of

 

OPPENHEIMER STEELPATH MLP INCOME FUND  37

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates (Continued)

 

“Other” within the asset section of the Statement of Assets and Liabilities, if applicable. Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

 

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, the Distributor acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

 

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

 

Distribution and Service Plans for Class C Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class C shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class C shares daily net assets. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets.

 

The Plan and Plans continue in effect from year to year only if the Fund’s Board votes annually to approve their continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

 

Sales Charges. Front-end sales charges and contingent deferred sales charges (“CDSC”) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable.

 

38  OPPENHEIMER STEELPATH MLP INCOME FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates (Continued)

 

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

 

Six Months Ended

 

Class A Front-End Sales Charges Retained by Distributor

   

Class A Contingent Deferred Sales Charges Retained by Distributor

   

Class C Contingent Deferred Sales Charges Retained by Distributor

 

May 31, 2017

 

$

1,049,752

   

$

17,658

   

$

70,997

 

 

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to limit fees and/or reimburse expenses of the Fund to the extent that the Fund’s total annual fund operating expenses (exclusive of interest, taxes, such as deferred tax expenses, brokerage commissions, acquired fund fees and expenses, dividend costs related to short sales, and litigation expense, if any) exceed 1.35% for Class A shares, 2.10% for Class C shares, and 1.10% for Class Y shares. The Fund’s total annual operating expenses after fee waiver and/or expense reimbursement (“Net Expenses”) will be higher than these amounts to the extent that the Fund incurs expenses excluded from the expense cap. Because the Fund’s deferred income tax expense/(benefit) is excluded from the expense cap, the Fund’s Net Expenses for each class of shares is increased/(decreased) by the amount of this expense. During the six months ended May 31, 2017, the Manager reimbursed $828,765, $587,727, and $438,076 for Class A, Class C, and Class Y, respectively. This undertaking may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein, unless approved by the Fund’s Board.

 

The Manager can be reimbursed by the Fund within three years after the date the fee limitation and/or expense reimbursement has been made by the Manager, provided that such repayment does not cause the expenses of any class of the Fund to exceed the foregoing limits.

 

The following table represents amounts eligible for recovery at May 31, 2017:

 

Eligible Expense Recoupment Expiring:

     

November 30, 2017

 

$

4,687,900

 

November 30, 2018

   

4,433,066

 

November 30, 2019

   

3,593,107

 

November 30, 2020

   

1,854,568

 

 

During the six months ended May 31, 2017, the Manager did not recoup any expenses.

 

OPPENHEIMER STEELPATH MLP INCOME FUND  39

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates (Continued)

 

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

 

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

 

Class A
 
$
112,763
 
Class C
   
79,815
 
Class Y
   
60,286
 
 
This fee waiver and/or reimbursement may be terminated at any time.

 

Related Party. The Interested Trustees and officers of the Fund are also officers or trustees of companies affiliated with the Manager, Distributor, and Transfer Agent.

 

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

 

During the period the Fund had $177,260,151 in purchases and $50,915,000 in sales considered cross-trades, resulting in ($6,705,370) of tax adjusted realized gain/(loss).

 


8. Borrowing Agreement

 

The Fund, along with Oppenheimer SteelPath MLP Alpha Plus Fund, Oppenheimer SteelPath MLP Alpha Fund, and Oppenheimer SteelPath MLP Select 40 Fund (collectively, the “Trust”), is a borrower in a $700 million revolving credit agreement (the “Loan Agreement”) with a major lending institution (the “Lender”). The Fund is permitted to borrow up to the lesser of one-third of the Fund’s total assets, or the maximum amount permitted pursuant to the Fund’s investment limitations. As the Loan Agreement is not available exclusively to the Fund, the Fund may not be able to borrow all of its requested amounts at any given time. Amounts borrowed under the Loan Agreement, if any, are invested by the Fund under the direction of the Manager consistent with the Fund’s investment objective and policies, and as such, the related investments are subject to normal market fluctuations and investment risks, including the risk of loss due to a decline in value. The borrowing, if any, is fully collateralized

 

40  OPPENHEIMER STEELPATH MLP INCOME FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


8. Borrowing Agreement (Continued)

 

throughout the term of the borrowing with securities or other assets of the Fund. The Fund is not liable for borrowings of other funds in the Trust. Securities that have been pledged as collateral for the borrowing are indicated in the Statement of Investments.

 

Borrowings under the Loan Agreement are charged interest at a calculated rate computed by the Lender based on the one month LIBOR rate plus 0.65% per annum. An unused commitment fee at the rate of 0.125% per annum is charged for any undrawn portion of the credit facility, and each member of the Trust will pay its pro rata share of this fee. A facility fee of 0.20% was charged on the commitment amount, and each party of the Trust paid its pro rata share of this fee. The borrowing is due November 17, 2017, unless another date is mutually agreed upon by the parties of the Loan Agreement. For the period ended May 31, 2017, the Fund paid $125,273 in borrowing fees. The Fund did not utilize the facility during the period ended May 31, 2017.

 

OPPENHEIMER STEELPATH MLP INCOME FUND  41

 


DISTRIBUTION SOURCES Unaudited

 

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

 

For the most current information, please go to oppenheimerfunds.com. Select your Fund, then the ’Detailed’ tab; where ‘Dividends’ are shown, the Fund’s latest pay date will be followed by the sources of any distribution, updated daily.

 

Fund Name

Pay
Date

Net
Income

Net
Profit
from Sale

Other
Capital
Sources

Oppenheimer SteelPath MLP Income Fund

1/6/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Income Fund

2/7/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Income Fund

3/7/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Income Fund

4/5/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Income Fund

5/5/17

0.0%

0.0%

100.0%

 

42  OPPENHEIMER STEELPATH MLP INCOME FUND

 


PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

 

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

 

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

 

Householding – Delivery of Shareholder Documents

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

 

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

 

OPPENHEIMER STEELPATH MLP INCOME FUND  43

 


OPPENHEIMER STEELPATH MLP INCOME FUND

 

Trustees and Officers

 

Robert J. Malone, Chairman of the Board of Trustees and Trustee

   

Jon S. Fossel, Trustee

   

Richard F. Grabish, Trustee

   

Beverly L. Hamilton, Trustee

   

Victoria J. Herget, Trustee

   

F. William Marshall, Jr., Trustee

   

Karen L. Stuckey, Trustee

   

James D. Vaughn, Trustee

   

Arthur P. Steinmetz, Trustee, President and Principal Executive Officer

   

Stuart Cartner, Vice President

   

Brian Watson, Vice President

   

Cynthia Lo Bessette, Secretary and Chief Legal Officer

   

Jennifer Foxson, Vice President and Chief Business Officer

   

Mary Ann Picciotto, Chief Compliance Officer
and Chief Anti-Money Laundering Officer

   

Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer

     

Manager

 

OFI 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 & Company, Ltd.

 

 

 

Legal Counsel

 

Ropes & Gray LLP

 

© 2017 OppenheimerFunds, Inc. All rights reserved.

 

44  OPPENHEIMER STEELPATH MLP INCOME FUND

 


PRIVACY POLICY NOTICE

 

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

 

We obtain nonpublic personal information about our shareholders from the following sources:

 

 

Applications or other forms.

 

 

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

 

 

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

 

 

Your transactions with us, our affiliates or others.

 

 

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

 

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

 

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

 

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

 

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

 

Protection of Information

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

 

OPPENHEIMER STEELPATH MLP INCOME FUND  45

 


PRIVACY POLICY NOTICE (Continued)

 

Disclosure of Information

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

 

Right of Refusal

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

 

Internet Security and Encryption

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

 

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

 

 

All transactions, including redemptions, exchanges and purchases, are secured by SSL and 256-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 closing your browser or, for added security, you can use the Log Out button before you close your browser.

 

46  OPPENHEIMER STEELPATH MLP INCOME FUND

 


PRIVACY POLICY NOTICE (Continued)

 

Other Security Measures

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

 

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, safeguard that information. Also, take special precautions when accessing your account on a computer used by others.

 

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated as of November 2016. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com, write to us at P.O. Box 5270, Denver, CO 80217-5270, or call us at 800 CALL OPP (225 5677).

 

OPPENHEIMER STEELPATH MLP INCOME FUND  47

 



 

 


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

14

Statement of Operations

16

Statements of Changes in Net Assets

17

Statement of Cash Flows

18

Financial Highlights

19

Notes to Financial Statements

23

Distribution Sources

39

Portfolio Proxy Voting Policies and Procedures; Updates to Statements of Investments

40

Trustees and Officers

41

Privacy Policy Notice

42

 

 

Class A Shares

 

AVERAGE ANNUAL TOTAL RETURNS AT 5/31/17

 

 

Class A Shares of the Fund

   
 

Without
Sales Charge

With
Sales Charge

S&P 500 Index

Alerian MLP Index

6-Month

1.40%

-4.41%

10.81%

2.28%

1-Year

6.60%

0.48%

17.47%

6.24%

5-Year

2.51%

1.30%

15.42%

2.57%

Since Inception (2/6/12)

1.35%

0.22%

14.05%

1.11%

 

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

 

2  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


Fund Performance Discussion

 

The Fund’s Class A shares (without sales charge) produced a total return of 1.40% during the reporting period. In comparison, master limited partnerships (“MLPs”), as measured by the Alerian MLP Index (AMZ), provided a total return gain of 2.28%. Please note that the returns for the Alerian MLP Index are calculated pre-tax, while the Fund’s returns are calculated post corporate tax, which contributed partially to the Fund’s underperformance this reporting period. This generally has a negative impact on the Fund’s performance versus the Index in up markets, and a positive impact on performance in down markets. During the same period, the S&P 500 Index produced a total return gain of 10.81%.

 

Over the six-month reporting period ended May 31, 2017, the midstream sector underperformed the broader markets as the correlation of price performance between midstream equities and crude oil remained elevated over the period. While the sector performed well early in the period, subsequent crude oil price weakness was accompanied by midstream price weakness. This crude oil price weakness appeared to stem primarily from continued U.S. inventory builds as well as fears that U.S. shale producers were ramping production more quickly than previously anticipated. Interestingly, while a quicker than expected resurgence of U.S. shale production may serve to temper the crude price recovery, we believe midstream assets should benefit through the resultant volume improvements regardless.

 

The influence of Washington remained topical over the period. In contrast to the challenging energy regulatory environment of the prior presidential administration, President Trump signed multiple midstream related executive orders in late January designed to expedite current and future midstream projects. Two orders were individually specific to the Keystone XL and Dakota Access Pipelines, each directing respective authorities to take all actions necessary and appropriate to facilitate the implementation of the projects. Additionally, President Trump signed an order to expedite the review and approval of high priority infrastructure projects. Separately, three large natural gas pipeline projects, representing a collective $7.5 billion of growth capital spending, received Federal Energy Regulatory Commission (FERC) approval in early February, just ahead of FERC’s loss of a quorum due to the resignation of a FERC commissioner. While at the end of the reporting period the commission still lacked a quorum to vote on project approvals, President Trump had made nominations to fill two of the three vacancies. However, Commissioner Colette Honorable has also announced her intention to not seek another term when her current seat expires in June, but that she is willing to stay on until the end of the year, awaiting her replacement.

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  3

 


Over the reporting period, we estimate approximately $15 billion of new equity supply entered the market through either secondary offerings, initial public offerings, or “at-the-market” programs in which primary units trade into the market anonymously throughout the normal trading day. This pace of equity issuance represents an increase from approximately $11 billion that was raised over the six month reporting period ended May 31, 2016. Midstream companies also raised approximately $15 billion of debt capital during the period. Most MLPs pay out the majority of excess cash flow as distributions to investors, and therefore must raise external capital to fund growth projects and to fund acquisitions.

 

MACRO REVIEW

West Texas Intermediate (WTI) crude oil prices ended the reporting period at $47.66 per barrel, down 4% over the reporting period. Global crude prices, as measured by Brent crude oil, traded 2% higher over the reporting period. As previously noted, the crude oil price decline appeared to stem primarily from continued U.S. inventory builds as well as fears that U.S. shale producers were ramping up production more quickly than previously anticipated. Brent exited the period at a $3 per barrel premium to WTI, which is near the historic norm. However, this reversion represents a departure from the $8 to $9 per barrel Brent premium present from 2009 to 2015.

 

Henry Hub natural gas spot prices exited the period at $3.20 per million British thermal units (“mmbtu”), down 3% over the reporting period, while up 52% from the year-ago period. Natural gas pricing has benefited from a long awaited realignment of supply-demand in which natural gas usage as a heating and electric generation fuel has increased as gas production volume growth has moderated, and as increased exports have become a reality via both liquefied natural gas and new pipelines to Mexico.

 

Mont Belvieu natural gas liquids (“NGL”) prices ended the reporting period at $24.13 per barrel, a 1% decline over the reporting period. Pricing for NGL purity products varied, with ethane and propane trading higher over the period while butane, isobutene, and natural gasoline prices declined. Frac spreads, a measure of natural gas processing economics, ended the period at $0.30 per gallon, up 8% over the reporting period. Generally, the greater the frac spread, the greater the incentive for producers to seek natural gas processing capacity.

 

The yield curve flattened over the reporting period as short rates increased while the yields on longer-dated maturities declined. The ten-year Treasury yield declined 18 basis points to end the period at 2.20%. The MLP yield spread at period-end, as measured by the AMZ and the 10-year Treasury bond, widened by 17 basis points to 5.22%.

 

Over the reporting period, real estate investment trusts (“REITs”) and utilities, two competing yield-oriented equity asset classes, posted total returns of 7.50% (as measured by the Dow Jones Equity REIT Total Return Index) and 16.86% (as measured by the Dow Jones Utility Average Index), respectively, as compared to the

 

4  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


AMZ’s 2.28% total return. Price to forward distributable cash flow (DCF), a commonly watched ratio within the MLP sector, declined over the period ending well below the ten-year average.

 

SUBSECTOR REVIEW

Performance among subsectors in the midstream, or energy infrastructure, MLP asset class varied for the reporting period. On average, the gathering and processing subsector provided the best performance over the period, buoyed by improved volumetric projections. The natural gas pipeline group followed as investors continued to express preference for the safety of long-haul natural gas pipelines, particularly those backed by utility demand pull.

 

The upstream subsector experienced the weakest performance over the reporting period as these entities’ cash flows were directly impacted by commodity price weakness over the period. The coal subsector also lagged over the reporting period as domestic coal pricing generally weakened through the reporting period.

 

FUND REVIEW

Key contributors to the Fund’s performance were TC Pipelines, LP (TCP) and Tallgrass Energy GP, LP (TEGP).

 

TCP units outperformed over the period, during which the partnership announced plans to acquire its sponsor’s interest in the Iroquois Gas Transmission System and an interest in the Portland Natural Gas Transmission System. Additionally, TCP’s sponsor, TransCanada Corp (TRP), closed its acquisition of Columbia Pipeline Partners (CPPL). We believe that TRP may offer some or all of these assets to TCP in the future, further improving TCP’s growth backlog.

 

TEGP units outperformed over the period as the general partner’s underlying operating partnership, Tallgrass Energy Partners (TEP), announced better than expected operating and financial results as well as new long-term contracts on the Rockies Express Pipeline. TEGP management expects to grow its distribution by 30% to 40% over 2017.

 

Key detractors from the Fund’s performance were Targa Resources Corp (TRGP) and Plains All American Pipeline (PAA).

 

TRGP shares underperformed over the reporting period after reporting weaker than expected results for the first quarter of 2017. During the reporting period, TRGP announced an acquisition that is expected to enhance its already substantial footprint in the premier Permian basin while also facilitating TRGP’s entry into crude gathering activities in the play.

 

PAA units underperformed over the period as headwinds in its Supply & Logistics segment resulted in operational performance that was below market expectations. Despite continued headwinds in the first half of 2017, Plains is expecting improvement in fee-based volumes and margins during the second half of 2017 and into 2018. With its significant asset

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  5

 


footprint in the Permian basin, Plains is expected to be one of the primary beneficiaries of continued production growth in the basin.

 

Separately, the Fund also obtains leverage through borrowing, which did not produce a significant impact to its performance this reporting period. Please note that to the extent the Fund obtains leverage through borrowing, there will be the potential for greater gains and the risk of magnified losses.

 

Please note that significant decreases in cash distributions from the Fund’s MLP investments and/or significant declines in the fair value of its investments may impact the Fund’s assessment regarding the recoverability of certain deferred tax assets, which may result in the recording of a valuation allowance. If a valuation allowance is established, this could have a material impact on the Fund’s net asset value and results of operations for the period. The Fund had a valuation allowance in place throughout the entire reporting period. See Note 2 of the Notes to Financial Statements for more information.

 

OUTLOOK

We continue to believe we have seen the worst of this energy market down cycle. In our opinion, the rate of midstream growth will likely moderate from peak levels, but average distributions are still likely to grow. We expect midstream operators to benefit from the reflation of domestic hydrocarbon production and the more efficient use of existing assets going forward, in contrast to the widespread need to construct new assets over the first years of shale production growth. We believe current market valuations underestimate the potential for renewed business growth going forward and we remain optimistic on the sector’s prospects. Consequently, we believe midstream MLPs continue to offer attractive total return potential based on the potential for price appreciation and stable or growing distribution streams.

 

 


Stuart Cartner
Portfolio Manager

   


Brian Watson, CFA
Portfolio Manager

 

6  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


Top Holdings and Allocations

 

TOP TEN MASTER LIMITED PARTNERSHIP HOLDINGS

Energy Transfer Partners LP

14.77%

Enterprise Products Partners LP

10.29%

Energy Transfer Equity LP

9.97%

TC Pipelines LP

9.90%

Magellan Midstream Partners LP

9.48%

MPLX LP

8.72%

Targa Resources Corp.

8.71%

Williams Partners LP

6.29%

Tallgrass Energy GP LP

6.28%

Buckeye Partners LP

5.25%

 

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

 

SECTOR ALLOCATION

 

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

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  7

 


Share Class Performance

 

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 5/31/17

 

 

Inception Date

6-Month

1-Year

5-Year

Since Inception

Class A (MLPLX)

2/6/2012

1.40%

6.60%

2.51%

1.35%

Class C (MLPMX)

5/22/2012

1.04%

5.85%

1.76%

1.47%

Class I (OSPPX)

6/28/2013

1.63%

7.01%

N/A

-3.70%

Class Y (MLPNX)

12/30/2011

1.63%

6.90%

2.80%

1.87%

 

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 5/31/17

 

 

Inception Date

6-Month

1-Year

5-Year

Since Inception

Class A (MLPLX)

2/6/2012

-4.41%

0.48%

1.30%

0.22%

Class C (MLPMX)

5/22/2012

0.07%

4.87%

1.76%

1.47%

Class I (OSPPX)

6/28/2013

1.63%

7.01%

N/A

-3.70%

Class Y (MLPNX)

12/30/2011

1.63%

6.90%

2.80%

1.87%

 

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%, and for Class C shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I or Class Y shares. Returns for periods of less than one year are cumulative and not annualized. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

 

The Fund’s performance is compared to the performance of the S&P 500 Index and the Alerian MLP Index. The S&P 500 Index is a broad-based measure of domestic stock performance. The Alerian MLP Index is a composite of the 50 most prominent Master Limited Partnerships that provides investors with an unbiased, comprehensive benchmark for this emerging asset class. The index, which is calculated using a float-adjusted, capitalization-weighted methodology, is disseminated real-time on a total-return basis. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance

 

8  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

 

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

 

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

 

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

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  9

 


Fund Expenses

 

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

 

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

 

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

 

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

 

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

 

10  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


Actual

Beginning
Account
Value
December 1, 2016

Ending
Account
Value
May 31, 2017*

Expenses
Paid During
6 Months Ended
May 31, 2017*

CLASS A

$ 1,000.00

$ 1,014.00

$ 11.63

CLASS C

1,000.00

1,010.40

15.42

CLASS I

1,000.00

1,016.30

9.54

CLASS Y

1,000.00

1,016.30

10.43

       

Hypothetical
(5% return before expenses)

 

 

 

CLASS A

1,000.00

1,013.45

11.62

CLASS C

1,000.00

1,009.66

15.41

CLASS I

1,000.00

1,015.53

9.54

CLASS Y

1,000.00

1,014.65

10.42

 

Expenses 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). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended May 31, 2017 are as follows:

 

Class

Expense Ratios*

CLASS A

2.32%

CLASS C

3.08

CLASS I

1.90

CLASS Y

2.07

 

*

For the 6-month period ended may 31, 2017, the Fund’s deferred tax liability decreased resulting in a deferred tax benefit for the period. This benefit was excluded from this example.

 

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

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  11

 


STATEMENT OF INVESTMENTS May 31, 2017 / Unaudited

 

Description

 

Shares

   

Value

 

Master Limited Partnership Shares — 108.7%

 

Diversified — 18.9%

 

Enterprise Products Partners LP 1

   

980,242

   

$

26,280,288

 

Westlake Chemical Partners LP 1

   

242,566

     

5,894,354

 

Williams Partners LP 1

   

409,645

     

16,045,794

 

Total Diversified

           

48,220,436

 
                 

Gathering/Processing — 5.7%

 

Antero Midstream GP LP 1

   

397,610

     

8,779,229

 

Western Gas Partners LP 1

   

104,348

     

5,815,314

 

Total Gathering/Processing

           

14,594,543

 
                 

Natural Gas Pipelines — 44.4%

 

Energy Transfer Equity LP 1

   

1,493,253

     

25,445,031

 

Energy Transfer Partners LP 1

   

1,733,370

     

37,718,120

 

EQT Midstream Partners LP 1

   

124,800

     

9,205,248

 

Rice Midstream Partners LP 1

   

499,921

     

12,253,064

 

Tallgrass Energy Partners LP 1

   

66,904

     

3,318,439

 

TC Pipelines LP 1

   

449,119

     

25,271,926

 

Total Natural Gas Pipelines

           

113,211,828

 
                 

Petroleum Transportation — 39.7%

 

Buckeye Partners LP 1

   

209,464

   

$

13,405,696

 

Genesis Energy LP 1

   

346,854

     

10,818,376

 

Magellan Midstream Partners LP 1

   

333,354

     

24,198,167

 

MPLX LP 1

   

673,877

     

22,271,635

 

Phillips 66 Partners LP 1

   

195,200

     

9,666,304

 

Plains All American Pipeline LP 1

   

365,214

     

9,670,867

 

Plains GP Holdings LP, Class A 1

   

426,100

     

11,364,087

 

Tesoro Logistics LP

   

1,100

     

58,278

 

Total Petroleum Transportation

           

101,453,410

 
                 

Total Master Limited Partnership Shares

 

(identified cost $272,067,060)

     

277,480,217

 
                 

Common Stock — 17.8%

 

Diversified — 2.8%

               

Williams Cos., Inc. 1

   

250,168

     

7,154,805

 
                 

Gathering/Processing — 8.7%

 

Targa Resources Corp. 1

   

484,040

     

22,231,957

 
                 

Natural Gas Pipelines — 6.3%

 

Tallgrass Energy GP LP 1

   

622,070

     

16,030,744

 
                 

Total Common Stock

         

(identified cost $38,286,455)

     

45,417,506

 

 

12  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


STATEMENT OF INVESTMENTS Unaudited / (Continued)

 

Description

 

Shares

   

Value

 

Short-Term Investments — 0.2%

 

Money Market — 0.2%

 

Fidelity Treasury Portfolio, Institutional Class, 0.633% 2

   

549,532

   

$

549,532

 
                 

Total Short-Term Investments

         

(identified cost $549,532)

     

549,532

 
                 

Total Investments — 126.7%

         

(identified cost $310,903,047)

     

323,447,255

 

Liabilities In Excess of Other Assets — (26.7)%

     

(68,160,589

)

Net Assets — 100.0%

   

$

255,286,666

 

 

Footnotes to Statement of Investments

 

LP — Limited Partnership

 

1

As of May 31, 2017, all or a portion of the security has been pledged as collateral for a Fund loan. The market value of the securities in the pledged account totaled $174,578,500 as of May 31, 2017. The loan agreement requires continuous collateral whether the loan has a balance or not. See Note 8 of the Notes to Financial Statements for additional information.

 

2

Variable rate security; the coupon rate represents the rate at May 31, 2017.

 

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  13

 


STATEMENT OF ASSETS AND LIABILITIES May 31, 2017 / Unaudited

 

Assets:

     

Investments at value (cost $310,903,047) – see accompanying Statement of Investments:

 

$

323,447,255

 

Deferred tax asset, net

   

15,316,140

 

Receivable for beneficial interest sold

   

314,808

 

Prepaid expenses

   

73,781

 

Dividends receivable

   

1,557

 

Receivable for investments sold

   

120,605

 

Total assets

   

339,274,146

 
         

Liabilities:

       

Payable on borrowing (See note 9)

   

82,500,000

 

Payable for investments purchased

   

470,946

 

Payable for beneficial interest redeemed

   

338,525

 

Payable to Manager

   

283,678

 

Interest expense payable

   

130,309

 

Payable for distribution and service plan fees

   

71,360

 

Transfer agent fees payable

   

46,439

 

Trustees' fees payable

   

4,533

 

Other liabilities

   

141,690

 

Total liabilities

   

83,987,480

 
         

Net Assets

 

$

255,286,666

 
         

Composition of Net Assets

       

Par value of shares of beneficial interest

 

$

33,689

 

Paid-in capital

   

320,714,700

 

Undistributed net investment loss, net of deferred taxes

   

(16,775,351

)

Accumulated undistributed net realized losses on investments, net of deferred taxes

   

(57,752,943

)

Net unrealized appreciation on investments, net of deferred taxes

   

9,066,571

 

Net Assets

 

$

255,286,666

 

 

14  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


STATEMENT OF ASSETS AND LIABILITIES Unaudited / (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

 

$

7.59

 

Offering price per share (net asset value plus sales charge of 5.75% of offering price)

 

$

8.05

 

Class C Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

7.27

 

Class I Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

7.77

 

Class Y Shares:

       

Net asset value, offering price and redemption proceeds per share

 

$

7.73

 

 

Net Assets:

     

Class A shares

 

$

96,486,415

 

Class C shares

   

54,599,761

 

Class I shares

   

563,099

 

Class Y shares

   

103,637,391

 

Total Net Assets

 

$

255,286,666

 
         

Shares Outstanding:

       

Class A shares

   

12,704,136

 

Class C shares

   

7,507,612

 

Class I shares

   

72,447

 

Class Y shares

   

13,404,768

 

Total Shares Outstanding

   

33,688,963

 

 

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  15

 


STATEMENT OF OPERATIONS
For the Six Months Ended May 31, 2017 / Unaudited

 

Investment Income

     

Distributions from Master Limited Partnerships

 

$

10,744,516

 

Less return of capital on distributions from Master Limited Partnerships:

   

(10,744,516

)

Dividend income

   

184,555

 

Total investment income

   

184,555

 
         

Expenses

       

Management fees

   

1,714,920

 

Distribution and service plan fees

       

Class A

   

157,785

 

Class C

   

283,017

 

Transfer agent fees

       

Class A

   

140,048

 

Class C

   

62,287

 

Class I

   

79

 

Class Y

   

98,907

 

Legal, auditing, and other professional fees

   

62,556

 

Administrative fees

   

33,532

 

Registration fees

   

32,388

 

Custody fees

   

10,830

 

Trustees' fees

   

7,699

 

Other

   

24,508

 

Net expenses, before interest expense from payable on borrowing and deferred taxes

   

2,628,556

 

Interest expense from payable on borrowing

   

672,108

 

Net expenses, before waivers and deferred taxes

   

3,300,664

 

Less waivers

   

(17,313

)

Net expenses, before deferred taxes

   

3,283,351

 
         

Net investment loss, before deferred taxes

   

(3,098,796

)

Deferred tax expense

   

(140,786

)

Net investment loss, net of deferred taxes

   

(3,239,582

)

         

Net Realized and Unrealized Gains on Investments:

       

Net Realized Gains

       

Investments

   

950,255

 

Deferred tax benefit

   

51,260

 

Net realized gains, net of deferred taxes

   

1,001,515

 

Net Change in Unrealized Appreciation

       

Investments

   

5,317,356

 

Deferred tax benefit

   

286,832

 

Net change in unrealized appreciation, net of deferred taxes

   

5,604,188

 
         

Net realized and unrealized gains on investments, net of deferred taxes

   

6,605,703

 

Change in net assets resulting from operations

 

$

3,366,121

 

 

See accompanying Notes to Financial Statements.

 

16  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


STATEMENTS OF CHANGES IN NET ASSETS

 

   

For the Six Months Ended
May 31, 2017 (Unaudited)

   

For the
Year Ended November 30,
2016

 

Operations

           

Net investment loss, net of deferred taxes

 

$

(3,239,582

)

 

$

(3,771,727

)

Net realized gains/(losses) on investments, net of deferred taxes

   

1,001,515

     

(36,348,136

)

Net change in unrealized appreciation on investments, net of deferred taxes

   

5,604,188

     

54,445,584

 

Change in net assets resulting from operations

   

3,366,121

     

14,325,721

 
                 

Distributions to Shareholders

               

Distributions to shareholders from return of capital:

               

Class A shares

   

(4,239,908

)

   

(9,504,509

)

Class C shares

   

(1,951,121

)

   

(3,998,014

)

Class I shares

   

(17,125

)

   

(37,499

)

Class Y shares

   

(2,877,450

)

   

(6,731,205

)

Change in net assets resulting from distributions to shareholders

   

(9,085,604

)

   

(20,271,227

)

                 

Beneficial Interest Transactions

               

Class A shares

   

(27,927,654

)

   

35,004,880

 

Class C shares

   

7,121,889

     

10,912,544

 

Class I shares

   

129,729

     

118,193

 

Class Y shares

   

29,843,583

     

(8,060,847

)

Change in net assets resulting from beneficial interest transactions

   

9,167,547

     

37,974,770

 

Change in net assets

   

3,448,064

     

32,029,264

 
                 

Net Assets

               

Beginning of period

   

251,838,602

     

219,809,338

 

End of period

 

$

255,286,666

   

$

251,838,602

 
                 

Undistributed net investment loss, net of deferred taxes

 

$

(16,775,351

)

 

$

(13,535,769

)

 

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  17

 


STATEMENT OF CASH FLOWS
For the Six Months Ended May 31, 2017 / Unaudited

 

Cash flows from operating activities

     

Net increase in net assets resulting from operations

 

$

3,366,121

 

Non cash items included in operations:

       

Deferred income taxes

   

(197,306

)

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:

       

Purchases of long-term portfolio investments

   

(99,236,848

)

Sales of long-term portfolio investments

   

82,061,879

 

Purchase of short-term portfolio investments, net

   

(549,532

)

Distributions from Master Limited Partnerships

   

10,845,488

 

Increase in prepaid expenses

   

(33,561

)

Increase in receivable for dividends

   

(1,515

)

Increase in payable to Manager

   

30,522

 

Decrease in payable for investments purchased

   

(1,082,038

)

Decrease in receivable for investments sold

   

3,144,463

 

Decrease in other liabilities

   

(664

)

Increase in payable for distribution and service fees payable

   

6,634

 

Increase in transfer agent fees payable

   

1,953

 

Increase in trustees' fees payable

   

248

 

Increase in interest expense payable

   

61,193

 

Decrease in borrowing expense payable

   

(12,195

)

Net realized gain on investments

   

(950,255

)

Net change in accumulated unrealized appreciation on investments

   

(5,317,356

)

Net cash used in operating activities

   

(7,862,769

)

         

Cash flows from financing activities

       

Proceeds from shares sold, net of receivable for beneficial interest sold

   

86,789,562

 

Payment of shares redeemed, net of payable for beneficial interest redeemed

   

(86,246,192

)

Distributions paid to shareholders, net of reinvestments

   

(595,271

)

Proceeds from borrowing

   

16,000,000

 

Payments on borrowing

   

(7,500,000

)

Payments to custodian for bank overdraft

   

(585,330

)

Net cash provided by financing activities

   

7,862,769

 
         

Net change in cash

   

 

Cash at beginning of period

   

 

Cash at end of period

 

$

 

 

Supplemental disclosure of cash flow information:

 

Cash paid on interest of $670,157.

 

Non-cash financing activities not included consist of reinvestment of dividends and distributions of $8,490,333.

 

See accompanying Notes to the Financial Statements.

 

18  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


FINANCIAL HIGHLIGHTS

 

Class A

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*

   

Period Ended November 30,
2012
1

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

7.73

   

$

7.95

   

$

12.95

   

$

11.77

   

$

9.93

   

$

10.14

 

Income/(loss) from investment operations:

                                               

Net investment loss2

   

(0.10

)

   

(0.11

)

   

(0.15

)

   

(0.21

)

   

(0.17

)

   

(0.14

)

Return of capital2

   

0.21

     

0.39

     

0.50

     

0.55

     

0.54

     

0.46

 

Net realized and unrealized gains/(losses)

   

0.19

     

0.16

     

(4.69

)

   

1.50

     

2.13

     

0.12

 

Total from investment operations

   

0.30

     

0.44

     

(4.34

)

   

1.84

     

2.50

     

0.44

 

Distributions to shareholders:

                                               

Return of capital

   

(0.66

)

   

(0.66

)

   

(0.66

)

   

(0.66

)

   

(0.66

)

   

(0.65

)

Net asset value, end of period

 

$

7.37

   

$

7.73

   

$

7.95

   

$

12.95

   

$

11.77

   

$

9.93

 

 

                                               

Total Return, at Net Asset Value3

   

1.40

%

   

6.66

%

   

(34.68

%)

   

15.77

%

   

25.59

%

   

4.56

%

                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

96,486

   

$

125,026

   

$

88,832

   

$

214,846

   

$

108,563

   

$

6,915

 

Ratio of Expenses to Average Net Assets:4

                                         

Before recoupment/(waivers) and deferred tax expense/(benefit)

   

2.33

%

   

2.43

%

   

2.30

%

   

2.40

%

   

2.45

%

   

9.02

%

Expense recoupment/(waivers)

   

(0.01

%)

   

%

   

%

   

0.12

%

   

(0.05

%)

   

(6.42

%)

Net of recoupment/(waivers) and before deferred tax expense/(benefit)

   

2.32

%5

   

2.43

%5

   

2.30

%5

   

2.52

%5

   

2.40

%5

   

2.60

%6

Deferred tax expense/(benefit)7,8

   

(0.14

%)

   

1.09

%

   

(12.67

%)

   

5.54

%

   

8.38

%

   

4.04

%

Total expenses/(benefit)

   

2.18

%

   

3.52

%

   

(10.37

%)

   

8.06

%

   

10.78

%

   

6.64

%

                                                 

Ratio of Investment Loss to Average Net Assets:4

                                         

Before recoupment/(waivers) and deferred tax benefit/(expense)

   

(2.23

%)

   

(1.84

%)

   

(2.04

%)

   

(2.35

%)

   

(2.40

%)

   

(9.02

%)

Expense recoupment/(waivers)

   

(0.01

%)

   

%

   

%

   

0.12

%

   

(0.05

%)

   

(6.42

%)

Net of expense recoupment/(waivers) and before deferred tax benefit/(expense)

   

(2.22

%)

   

(1.84

%)

   

(2.04

%)

   

(2.47

%)

   

(2.35

%)

   

(2.60

%)

Deferred tax benefit/(expense)8,9

   

(0.10

%)

   

0.34

%

   

0.67

%

   

0.88

%

   

0.87

%

   

0.97

%

Net investment loss

   

(2.32

%)

   

(1.50

%)

   

(1.37

%)

   

(1.59

%)

   

(1.48

%)

   

(1.63

%)

 

                                               

Portfolio turnover rate

   

24

%

   

45

%

   

39

%

   

21

%

   

15

%

   

69

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

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 net of deferred tax expense/benefit.

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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

4.

Annualized for less than full period.

5.

Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 1.83%, 1.90%, 1.86%, 1.99% and 2.00%, for the period ended May 31, 2017, November 30, 2016 November 30, 2015, November 28, 2014 and November 29, 2013, respectively.

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.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

9.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  19

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class C

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*

   

Period Ended November 30,
2012
1

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

7.44

   

$

7.73

   

$

12.71

   

$

11.64

   

$

9.91

   

$

9.45

 

Income/(loss) from investment operations:

                                               

Net investment loss2

   

(0.13

)

   

(0.18

)

   

(0.22

)

   

(0.28

)

   

(0.22

)

   

(0.11

)

Return of capital2

   

0.21

     

0.39

     

0.50

     

0.55

     

0.55

     

0.28

 

Net realized and unrealized gains/(losses)

   

0.12

     

0.16

     

(4.60

)

   

1.46

     

2.06

     

0.62

 

Total from investment operations

   

0.20

     

0.37

     

(4.32

)

   

1.73

     

2.39

     

0.79

 

Distributions to shareholders:

                                               

Return of capital

   

(0.66

)

   

(0.66

)

   

(0.66

)

   

(0.66

)

   

(0.66

)

   

(0.33

)

Net asset value, end of period

 

$

6.98

   

$

7.44

   

$

7.73

   

$

12.71

   

$

11.64

   

$

9.91

 

 

                                               

Total Return, at Net Asset Value3

   

1.04

%

   

5.91

%

   

(35.20

%)

   

14.98

%

   

24.50

%

   

8.39

%

                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

54,600

   

$

49,474

   

$

38,816

   

$

57,070

   

$

16,317

   

$

604

 

Ratio of Expenses to Average Net Assets:4

                                         

Before recoupment/(waivers) and deferred tax expense/(benefit)

   

3.09

%

   

3.18

%

   

3.05

%

   

3.15

%

   

3.20

%

   

11.88

%

Expense recoupment/(waivers)

   

(0.01

%)

   

%

   

%

   

0.12

%

   

(0.05

%)

   

(8.57

%)

Net of recoupment/(waivers) and before deferred tax expense/(benefit)

   

3.08

%5

   

3.18

%5

   

3.05

%5

   

3.27

%5

   

3.15

%5

   

3.31

%6

Deferred tax expense/(benefit)7,8

   

(0.14

%)

   

1.09

%

   

(12.67

%)

   

5.54

%

   

8.16

%

   

4.16

%

Total expenses/(benefit)

   

2.94

%

   

4.27

%

   

(9.62

%)

   

8.81

%

   

11.31

%

   

7.47

%

                                                 

Ratio of Investment Loss to Average Net Assets:4

                                         

Before recoupment/(waivers) and deferred tax benefit/(expense)

   

(3.20

%)

   

(2.91

%)

   

(2.76

%)

   

(2.94

%)

   

(3.15

%)

   

(11.88

%)

Expense recoupment/(waivers)

   

(0.01

%)

   

%

   

%

   

0.12

%

   

(0.05

%)

   

(8.57

%)

Net of expense recoupment/(waivers) and before deferred tax benefit/(expense)

   

(3.19

%)

   

(2.91

%)

   

(2.76

%)

   

(3.06

%)

   

(3.10

%)

   

(3.31

%)

Deferred tax benefit/(expense)8,9

   

(0.10

%)

   

0.34

%

   

0.67

%

   

0.88

%

   

1.14

%

   

1.23

%

Net investment loss

   

(3.29

%)

   

(2.57

%)

   

(2.09

%)

   

(2.18

%)

   

(1.96

%)

   

(2.08

%)

 

                                               

Portfolio turnover rate

   

24

%

   

45

%

   

39

%

   

21

%

   

15

%

   

69

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

4.

Annualized for less than full period.

5.

Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 2.59%, 2.65%, 2.61%, 2.74% and 2.75%, for the period ended May 31, 2017, November 30, 2016, November 30, 2015, November 28, 2014 and November 29, 2013, respectively.

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.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

9.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

20  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class I

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Period Ended November 29,
2013*
,1,2

 

Per Share Operating Data

                             

Net Asset Value, Beginning of Period

 

$

7.89

   

$

8.06

   

$

13.06

   

$

11.81

   

$

11.71

 

Income/(loss) from investment operations:

                                       

Net investment income/(loss)3

   

(0.07

)

   

(0.07

)

   

(0.06

)

   

0.02

     

(0.06

)

Return of capital3

   

0.21

     

0.39

     

0.50

     

0.55

     

0.23

 

Net realized and unrealized gains/(losses)

   

0.23

     

0.17

     

(4.78

)

   

1.34

     

0.26

 

Total from investment operations

   

0.37

     

0.49

     

(4.34

)

   

1.91

     

0.43

 

Distributions to shareholders:

                                       

Return of capital

   

(0.66

)

   

(0.66

)

   

(0.66

)

   

(0.66

)

   

(0.33

)

Net asset value, end of period

 

$

7.60

   

$

7.89

   

$

8.06

   

$

13.06

   

$

11.81

 

 

                                       

Total Return, at Net Asset Value4

   

1.63

%

   

7.21

%

   

(34.39

%)

   

16.32

%

   

3.71

%

                                         

Ratios /Supplemental Data

                                       

Net assets, end of period (in thousands)

 

$

563

   

$

451

   

$

338

   

$

160

   

$

10

 

Ratio of Expenses to Average Net Assets:5

                                       

Before (waivers) and deferred tax expense/(benefit)

   

1.90

%

   

2.00

%

   

1.86

%

   

2.00

%

   

2.38

%

Expense (waivers)

   

%

   

%

   

%

   

%

   

(0.23

%)

Net of (waivers) and before deferred tax expense/(benefit)

   

1.90

%6

   

2.00

%6

   

1.86

%6

   

2.00

%6

   

2.15

%6

Deferred tax expense/(benefit)7,8

   

(0.14

%)

   

1.09

%

   

(12.67

%)

   

5.54

%

   

21.06

%

Total expenses/(benefit)

   

1.76

%

   

3.09

%

   

(10.81

%)

   

7.54

%

   

23.21

%

                                         

Ratio of Investment Loss to Average Net Assets:5

                                       

Before (waivers) and deferred tax benefit/(expense)

   

(1.48

%)

   

(1.35

%)

   

(1.23

%)

   

(0.74

%)

   

(2.33

%)

Expense (waivers)

   

%

   

%

   

%

   

%

   

(0.23

%)

Net of expense (waivers) and before deferred tax benefit/(expense)

   

(1.48

%)

   

(1.35

%)

   

(1.23

%)

   

(0.74

%)

   

(2.10

%)

Deferred tax benefit/(expense)8,9

   

(0.10

%)

   

0.34

%

   

0.67

%

   

0.88

%

   

0.77

%

Net investment income/(loss)

   

(1.58

%)

   

(1.01

%)

   

(0.56

%)

   

0.14

%

   

(1.33

%)

 

                                       

Portfolio turnover rate

   

24

%

   

45

%

   

39

%

   

21

%

   

15

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

5.

Annualized for less than full period.

6.

Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 1.41%, 1.47%, 1.42%, 1.47% and 1.75%, for the period ended May 31, 2017, November 30, 2016, November 30, 2015, November 28, 2014 and November 29, 2013, respectively.

7.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

8.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

9.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  21

 


FINANCIAL HIGHLIGHTS (Continued)

 

Class Y

 

Six Months Ended
May 31, 2017 (Unaudited)

   

Year Ended November 30,
2016

   

Year Ended November 30,
2015

   

Year Ended November 28,
2014*

   

Year Ended November 29,
2013*
,1

   

Period Ended November 30,
2012
1,2

 

Per Share Operating Data

                                   

Net Asset Value, Beginning of Period

 

$

7.85

   

$

8.04

   

$

13.07

   

$

11.84

   

$

9.96

   

$

10.00

 

Income/(loss) from investment operations:

                                               

Net investment loss3

   

(0.07

)

   

(0.11

)

   

(0.10

)

   

(0.14

)

   

(0.15

)

   

(0.12

)

Return of capital3

   

0.21

     

0.39

     

0.50

     

0.55

     

0.54

     

0.48

 

Net realized and unrealized gains/(losses)

   

0.21

     

0.19

     

(4.77

)

   

1.48

     

2.15

     

0.25

 

Total from investment operations

   

0.35

     

0.47

     

(4.37

)

   

1.89

     

2.54

     

0.61

 

Distributions to shareholders:

                                               

Return of capital

   

(0.66

)

   

(0.66

)

   

(0.66

)

   

(0.66

)

   

(0.66

)

   

(0.65

)

Net asset value, end of period

 

$

7.54

   

$

7.85

   

$

8.04

   

$

13.07

   

$

11.84

   

$

9.96

 

 

                                               

Total Return, at Net Asset Value4

   

1.63

%

   

6.96

%

   

(34.59

%)

   

16.11

%

   

25.92

%

   

6.33

%

                                                 

Ratios /Supplemental Data

                                               

Net assets, end of period (in thousands)

 

$

103,637

   

$

76,888

   

$

91,824

   

$

121,190

   

$

49,776

   

$

1,604

 

Ratio of Expenses to Average Net Assets:5

                                         

Before recoupment/(waivers) and deferred tax expense/(benefit)

   

2.08

%

   

2.19

%

   

2.05

%

   

2.15

%

   

2.20

%

   

24.82

%

Expense recoupment/(waivers)

   

(0.01

%)

   

%

   

%

   

0.12

%

   

(0.05

%)

   

(22.71

%)

Net of recoupment/(waivers) and before deferred tax expense/(benefit)

   

2.07

%6

   

2.19

%6

   

2.05

%6

   

2.27

%6

   

2.15

%6

   

2.11

%7

Deferred tax expense/(benefit)8,9

   

(0.14

%)

   

1.09

%

   

(12.67

%)

   

5.54

%

   

8.43

%

   

(2.88

%)

Total expenses/(benefit)

   

1.93

%

   

3.28

%

   

(10.62

%)

   

7.81

%

   

10.58

%

   

(0.77

%)

                                                 

Ratio of Investment Loss to Average Net Assets:4

                                         

Before recoupment/(waivers) and deferred tax benefit/(expense)

   

(1.51

%)

   

(1.92

%)

   

(1.56

%)

   

(1.82

%)

   

(2.15

%)

   

(24.82

%)

Expense recoupment/(waivers)

   

(0.01

%)

   

%

   

%

   

0.12

%

   

(0.05

%)

   

(22.71

%)

Net of expense recoupment/(waivers) and before deferred tax benefit/(expense)

   

(1.50

%)

   

(1.92

%)

   

(1.56

%)

   

(1.94

%)

   

(2.10

%)

   

(2.11

%)

Deferred tax benefit/(expense)9,10

   

(0.10

%)

   

0.34

%

   

0.67

%

   

0.88

%

   

0.78

%

   

0.79

%

Net investment loss

   

(1.60

%)

   

(1.58

%)

   

(0.89

%)

   

(1.06

%)

   

(1.32

%)

   

(1.32

%)

 

                                               

Portfolio turnover rate

   

24

%

   

45

%

   

39

%

   

21

%

   

15

%

   

69

%

 

*

November 28, 2014 and November 29, 2013 represent the last business day of the Fund’s respective reporting periods.

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, 2012 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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

5.

Annualized for less than full period.

6.

Includes interest, borrowing and franchise tax expense. Without interest, borrowing and franchise tax expense, the net expense ratio would be 1.59%, 1.66%, 1.61%, 1.74% and 1.75%, for the period ended May 31, 2017, November 30, 2016, November 30, 2015, November 28, 2014, and November 29, 2013, respectively.

7.

Includes interest expense. Without interest expense the net expense ratio would be 1.75%.

8.

Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.

9.

Effective December 1, 2013 the deferred tax expense and deferred tax benefit are allocated based on average net assets. Prior to December 1, 2013 the deferred tax expense and deferred tax benefit were allocated based on specific class expenses.

10.

Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.

See accompanying Notes to Financial Statements.

 

22  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited

 


1. Organization

 

Oppenheimer SteelPath MLP Alpha Plus Fund (the “Fund”), a separate series of Oppenheimer SteelPath MLP Funds Trust, is a non-diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI SteelPath, Inc. (the “Adviser” or “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or “Oppenheimer”).

 

The Fund offers Class A, Class C, Class I, and Class Y shares. Effective June 28, 2013, Class I shares were renamed Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Effective June 28, 2013 although there is no initial sales charge on Class A purchases totaling $1 million or more, those Class A shares may be subject to a 1.00% contingent deferred sales charge (”CDSC”) if shares are redeemed within an 18-month holding period measured from the date of purchase. Class C shares are sold without a front-end sales charge but may be subject to a CDSC of 1.00% of the redemption proceeds if Class C shares are redeemed within one year of purchase. Class I shares are only available to eligible institutional investors. Class I shares are sold at net asset value per share without a sales charge or CDSC. An institutional investor that buys Class I shares for its customers’ accounts may impose charges on those accounts. Class Y shares are sold at net asset value per share without a sales charge directly to institutional investors that have special agreements with OppenheimerFunds Distributor, Inc. (the “Distributor” or “OFDI”) for that purpose. They may include insurance companies, registered investment companies, employee benefit plans and section 529 plans, among others. An institutional investor that buys Class Y shares for its customers’ accounts may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A and C shares have separate distribution and/or service plans under which they pay fees. Class I and Y shares do not pay such fees.

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services- Investment Companies.

 

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

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  23

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies

 

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

 

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

 

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. The Fund’s dividend distribution policy is intended to provide monthly distributions to its shareholders at a rate that over time is similar to the distribution rate the Fund receives from the master limited partnerships (”MLPs”) in which it invests. The Fund generally pays out dividends that over time approximate the distributions received from the Fund’s portfolio investments based on, among other considerations, distributions the Fund actually received from portfolio investments, distributions it would have received if it had been fully invested at all times, and estimated future cash flows. Such dividends are not tied to the Fund’s investment income and may not represent yield or investment return on the Fund’s portfolio. To the extent that the dividends paid exceed the distributions the Fund receives from its underlying investments, the Fund’s assets will be reduced. The Fund’s tendency to pay out a consistent dividend may change, and the Fund’s level of distributions may increase or decrease.

 

The estimated characterization of the distributions paid will be either a qualified dividend or distribution (return of capital). This estimate is based on the Fund’s operating results during the period. It is anticipated that a significant portion of the distributions will be comprised of return of capital as a result of the tax character of cash distributions made by the Fund’s investments. The actual characterization of the distributions made during the period will not be determined until after the end of the fiscal year. The Fund will inform shareholders of the final tax character of the distributions on IRS Form 1099 DIV in February 2018. For the six months ended May 31, 2017, the Fund distributions are expected to be comprised of 100% return of capital.

 

Return of Capital Estimates. Distributions received from the Fund’s investments in MLPs generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded. For the six months ended May 31, 2017, the Fund estimated that 100% of the MLP distributions received would be treated as return of capital.

 

24  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

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

 

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

 

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

 

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

 

Federal Income Taxes. The Fund does not intend to qualify as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code, but will rather be taxed as a corporation. As a corporation, the Fund is obligated to pay federal, state and local income tax on taxable income. Currently, the maximum marginal regular federal income tax rate for a corporation is 35 percent. Upon enactment, a change in the federal income tax rate could have a material impact to the Fund. The Fund may be subject to a 20 percent alternative minimum tax on its federal alternative minimum taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax. The Fund is currently using an estimated rate of 1.7 percent for state and local tax, net of federal tax expense.

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  25

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

The Fund’s income tax provision consists of the following as of May 31, 2017:

 

Current tax expense (benefit)

     

Federal

 

$

 

State

   

 

Total current tax expense

 

$

 
         

Deferred tax expense (benefit)

       

Federal

 

$

(188,166

)

State

   

(9,140

)

Total deferred tax expense

 

$

(197,306

)

 

The reconciliation between the federal statutory income tax rate of 35% and the effective tax rate on net investment income (loss) and realized and unrealized gain (loss) follows:

 

   

Amount

   

Rate

 

Application of statutory income tax rate

 

$

1,109,083

     

35.00

%

State income taxes net of federal benefit

   

53,870

     

1.70

%

Effect of permanent differences

   

(26,370

)

   

(0.83

%)

Change in valuation allowance

   

(1,333,889

)

   

(42.09

%)

Total income tax expense (benefit)

 

$

(197,306

)

   

(6.22

%)

 

For the period ended May 31, 2017 the Fund’s effective tax rate of 6.22% (net benefit) differed from the combined federal and state statutory tax rate of 36.70% (net expense) mainly due to the change in valuation allowance primarily as a result of the change in unrealized appreciation.

 

The Fund intends to invest its assets primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund reports its allocable share of the MLPs’ taxable income in computing its own taxable income. The Fund’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains/(losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes and (iii) the net tax benefit of accumulated net operating losses and capital loss carryforwards. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the

 

26  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

years such temporary differences are realized or otherwise settled. To the extent the Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. A valuation allowance is required if, based on the evaluation criterion provided by ASC 740, Income Taxes, it is more-likely-than-not some portion or all of the deferred tax asset will not be realized.

 

At May 31, 2017, the Fund determined a valuation allowance was required. In implementing a valuation allowance on a portion of the deferred tax asset, significant consideration was given to the current and expected level of MLP distributions, unrealized gains and losses on MLP investments and the expiration dates for net operating losses and capital loss carryovers. Market cycles, the severity and duration of historical deferred tax assets and the impact of current and future redemptions were also considered. Through the consideration of these factors, the Fund has determined that it is more likely than not the deferred tax asset, net of the valuation allowance, will be realized.

 

Unexpected significant decreases in cash distributions from the Fund’s MLP investments, significant declines in the fair value of its investments, significant redemptions, or increased risk of expiring net operating losses or capital loss carryovers may change the Fund’s assessment regarding the recoverability of its deferred tax assets and may result in a change to the valuation allowance. Modifications of the valuation allowance could have a material impact on the Fund’s net asset value.

 

Components of the Fund’s deferred tax assets and liabilities as of May 31, 2017 are as follows:

 

Deferred tax assets:

     

Net operating loss carryforward (tax basis)

 

$

24,072,221

 

Capital loss carryforward (tax basis)

   

23,710,425

 

Valuation allowance

   

(14,995,442

)

Total deferred tax asset

   

32,787,204

 
         

Deferred tax liabilities:

       

Net unrealized gains on investment securities (tax basis)

   

(17,471,065

)

Total deferred tax liability

   

(17,471,065

)

         

Total net deferred tax asset/(liability)

 

$

15,316,139

 

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  27

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

The Fund may rely, to some extent, on information provided by the MLPs, which may not necessarily be timely, to estimate taxable income allocable to MLP units held in its portfolio, and to estimate its associated deferred tax liability or asset. Such estimates are made in good faith. From time to time, as new information becomes available, the Fund will modify its estimates or assumptions regarding its tax liability or asset.

 

The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of May 31, 2017, the Fund does not have any interest or penalties associated with the underpayment of any income taxes.

 

The Fund files income tax returns in the U.S. federal jurisdiction and various states. The Fund has reviewed all major jurisdictions and concluded that there is no significant impact on the Fund’s net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain tax positions expected to be taken on its tax returns. Furthermore, management of the Fund is not aware of any uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly change in the next 12 months.

 

At May 31, 2017, the Fund had net operating loss carryforwards for federal income tax purposes, which may be carried forward for 20 years, as follows:

 

Expiration Date

     

11/30/2032

 

$

30,185

 

11/30/2033

   

2,160,318

 

11/30/2034

   

12,911,167

 

11/30/2035

   

6,544,238

 

11/30/2036

   

24,370,349

 

11/30/2037

   

19,575,625

 

Total

 

$

65,591,882

 

 

At May 31, 2017, the Fund had net capital loss carryforwards for federal income tax purposes, which may be carried forward for 5 years, as follows:

 

Expiration Date

     

11/30/2020

 

$

28,028,871

 

11/30/2021

   

36,577,191

 

Total

 

$

64,606,062

 

 

During the period ended May 31, 2017, the Fund utilized $14,999,381 of capital loss carryforward.

 

28  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


2. Significant Accounting Policies (Continued)

 

At May 31, 2017, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:

 

Cost of Investments

 

$

275,798,843

 

Gross Unrealized Appreciation

 

$

64,915,413

 

Gross Unrealized Depreciation

   

(17,267,001

)

Net Unrealized Appreciation (Depreciation) on Investments

 

$

47,648,412

 

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

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

 

Recent Accounting Pronouncement. In October 2016, the Securities and Exchange Commission (“SEC”) adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. OFI Global Asset Management, Inc., a wholly-owned subsidiary of OFI, (”OFI Global”) is currently evaluating the amendments and their impact, if any, on the Fund’s financial statements.

 


3. Securities Valuation

 

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

 

The Fund’s Board of Trustees (the “Board”) has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a fair valuation for any security for which market

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  29

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

quotations are not readily available. The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

 

Valuation Methods and Inputs

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

 

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

 

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

 

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

 

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

 

30  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

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

 

Classifications

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

 

 

1)

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

 

 

2)

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

 

 

3)

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

 

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

 

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

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  31

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


3. Securities Valuation (Continued)

 

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of May 31, 2017, based on valuation input level:

 

   

Level 1 — Unadjusted

Quoted Prices

   

Level 2
Other Significant Observable Inputs

   

Level 3
Significant Unobservable Inputs

   

Value

 

Assets Table

                       

Investments, at Value:

                       

Master Limited Partnership Shares*

 

$

277,480,217

   

$

   

$

   

$

277,480,217

 

Common Stocks*

   

45,417,506

     

     

     

45,417,506

 

Short-Term Investment*

   

549,532

     

     

     

549,532

 

Total Assets

 

$

323,447,255

   

$

   

$

   

$

323,447,255

 

 

*

For a detailed break-out of securities by major industry classification, please refer to the Statement of Investments.

 

The Fund did not hold any Level 3 securities during the period ended May 31, 2017.

 

There have been no transfers between pricing levels for the Fund. It is the Fund’s policy to recognize transfers at the beginning of the reporting period.

 


4. Investments and Risks

 

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

 

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

 

Master Limited Partnerships. MLPs issue common units that represent an equity ownership interest in a partnership and provide limited voting rights. MLP common units are registered with the Securities and Exchange Commission (“SEC”), and are freely tradable on securities exchanges such as the NYSE and the NASDAQ Stock Market (“NASDAQ”), or in

 

32  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


4. Investments and Risks (Continued)

 

the over-the-counter market. An MLP consists of one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. MLP common unit holders have a limited role in the partnership’s operations and management. The Fund, as a limited partner, normally would not be liable for the debts of the MLP beyond the amounts the Fund has contributed, but would not be shielded to the same extent that a shareholder of a corporation would be. In certain circumstances creditors of an MLP would have the right to seek return of capital distributed to a limited partner. This right of an MLP’s creditors would continue after the Fund sold its investment in the MLP.

 

MLPs are generally treated as publicly traded partnerships for federal income tax purposes. Any modification to federal income tax laws and related interpretations could cause a material decrease in the value of an MLP.

 

Concentration Risk. Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of borrowing for investment purposes) in the equity securities of MLPs, the majority of which operate in the energy and/or natural resources sector. MLPs are subject to certain risks, such as supply and demand risk, depletion and exploration risk, commodity pricing risk, acquisition risk, and the risk associated with the hazards inherent in midstream energy industry activities. A substantial portion of the cash flow received by the Fund is derived from investment in equity securities of MLPs. The amount of cash that a MLP has available for distributions, and the tax character of such distributions, are dependent upon the amount of cash generated by the MLP’s operations.

 


5. Shares of Beneficial Interest

 

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

 

   

For the
Six Months Ended
May 31, 2017

   

Year Ended
November 30, 2016

 
             
   

Shares

   

Amount

   

Shares

   

Amount

 

Class A

                       

Sold

   

2,569,198

   

$

21,384,940

     

9,486,980

   

$

64,880,713

 

Dividends and/or distributions reinvested

   

452,332

     

3,839,968

     

1,199,254

     

8,561,036

 

Redeemed

   

(6,497,830

)

   

(53,152,562

)

   

(5,684,870

)

   

(38,436,869

)

Net Increase/(Decrease)

   

(3,476,300

)

 

$

(27,927,654

)

   

5,001,364

   

$

35,004,880

 

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  33

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


5. Shares of Beneficial Interest (Continued)

 

   

For the
Six Months Ended
May 31, 2017

   

Year Ended
November 30, 2016

 
             
   

Shares

   

Amount

   

Shares

   

Amount

 

Class C

                       

Sold

   

1,502,777

   

$

12,240,754

     

3,067,774

   

$

20,881,354

 

Dividends and/or distributions reinvested

   

217,797

     

1,773,523

     

523,447

     

3,626,967

 

Redeemed

   

(865,330

)

   

(6,892,388

)

   

(1,960,663

)

   

(13,595,777

)

Net Increase

   

855,244

   

$

7,121,889

     

1,630,558

   

$

10,912,544

 
                                 

Class I

                               

Sold

   

20,918

   

$

180,416

     

22,421

   

$

163,159

 

Dividends and/or distributions reinvested

   

1,949

     

16,888

     

5,136

     

36,929

 

Redeemed

   

(7,628

)

   

(67,575

)

   

(12,234

)

   

(81,895

)

Net Increase

   

15,239

   

$

129,729

     

15,323

   

$

118,193

 
                                 

Class Y

                               

Sold

   

6,373,430

   

$

52,882,698

     

9,457,670

   

$

65,227,823

 

Dividends and/or distributions reinvested

   

330,923

     

2,859,954

     

936,704

     

6,703,316

 

Redeemed

   

(3,091,226

)

   

(25,899,069

)

   

(12,018,296

)

   

(79,991,986

)

Net Increase/(Decrease)

   

3,613,127

   

$

29,843,583

     

(1,623,922

)

 

$

(8,060,847

)

 


6. Purchases and Sales of Securities

 

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the six months ended May 31, 2017, were as follows:

 

   

Purchases

   

Sales

 

Investment securities

 

$

99,236,848

   

$

82,061,879

 

 

34  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates

 

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

 

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%

 

The Fund’s effective management fee for the six months ended May 31, 2017 was 1.25% of average annual net assets before any applicable waivers.

 

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

 

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

 

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

 

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, the Distributor acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

 

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  35

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates (Continued)

 

rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

 

Distribution and Service Plans for Class C Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class C shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class C shares daily net assets. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets.

 

The Plan and Plans continue in effect from year to year only if the Fund’s Board votes annually to approve their continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

 

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

 

Six Months Ended

 

Class A Front-End Sales Charges Retained by Distributor

   

Class A Contingent Deferred Sales Charges Retained by Distributor

   

Class C Contingent Deferred Sales Charges Retained by Distributor

 

May 31, 2017

 

$

24,523

   

$

244

   

$

4,880

 

 

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to limit fees and/or reimburse expenses of the Fund to the extent that the Fund’s total annual fund operating expenses (exclusive of interest, taxes, such as deferred tax expenses, brokerage commissions, acquired fund fees and expenses, dividend costs related to short sales, litigation expense, if any) exceed 2.00% for Class A shares, 2.75% for Class C shares, and 1.75% for Class Y shares. The Fund’s total annual operating expenses after fee waiver and/or expense reimbursement (“Net Expenses”) will be higher than these amounts to the extent that the Fund incurs expenses excluded from the expense cap. Because the Fund’s deferred income tax expense/(benefit) and interest expense are excluded from the expense cap, the Fund’s Net

 

36  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


7. Fees and Other Transactions with Affiliates (Continued)

 

Expenses for each class of shares is increased/(decreased) by the amount of these expenses. This undertaking may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein, unless approved by the Trust’s Board.

 

The Manager can be reimbursed by the Fund within three years after the date the fee limitation and/or expense reimbursement has been made by the Manager, provided that such repayment does not cause the expenses of any class of the Fund to exceed the foregoing limits.

 

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

 

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

 

Class A

 

$

7,916

 

Class C

   

3,609

 

Class Y

   

5,788

 

 

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

 

During the six months ended May 31, 2017, the Adviser did not waive any recoupable expenses and does not have any previously waived expenses eligible for recovery.

 

Related Party. The Interested Trustees and officers of the Fund are also officers or trustees of companies affiliated with the Manager, Distributor, and Transfer Agent.

 

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

 

During the period the Fund had $3,255,067 in purchases and $30,216,316 in sales considered cross-trades, resulting in $1,574,293 of tax adjusted realized gain/(loss).

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  37

 


NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

 


8. Borrowing Agreement

 

The Fund, along with Oppenheimer SteelPath MLP Alpha Fund, Oppenheimer SteelPath MLP Income Fund, and Oppenheimer SteelPath MLP Select 40 Fund (collectively, the “Trust”), is a borrower in a $700 million revolving credit agreement (the “Loan Agreement”) with a major lending institution (the “Lender”). The Fund is permitted to borrow up to the lesser of one-third of the Fund’s total assets, or the maximum amount permitted pursuant to the Fund’s investment limitations. As the Loan Agreement is not available exclusively to the Fund, the Fund may not be able to borrow all of its requested amounts at any given time. Amounts borrowed under the Loan Agreement, if any, are invested by the Fund under the direction of the Manager consistent with the Fund’s investment objective and policies, and as such, the related investments are subject to normal market fluctuations and investment risks, including the risk of loss due to a decline in value. The borrowing, if any, is fully collateralized throughout the term of the borrowing with securities or other assets of the Fund. The Fund is not liable for borrowings of other funds in the Trust. Securities that have been pledged as collateral for the borrowing are indicated in the Statement of Investments.

 

Borrowings under the Loan Agreement are charged interest at a calculated rate computed by the Lender based on the one month LIBOR rate plus 0.65% per annum. An unused commitment fee at the rate of 0.125% per annum is charged for any undrawn portion of the credit facility, and each member of the Trust will pay its pro rata share of this fee. A facility fee of 0.20% was charged on the commitment amount, and each party of the Trust paid its pro rata share of this fee. The borrowing is due November 17, 2017, unless another date is mutually agreed upon by the parties of the Loan Agreement. For the six months ended May 31, 2017, the Fund paid $50,579 in borrowing fees. The Fund’s payable on borrowing balance and interest at May 31, 2017 was $82,500,000 and 1.25%, respectively.

 

Information related to the Fund’s borrowings under the Loan Agreement and Citi Loan Agreement for the six months ended May 31, 2017, is as follows:

 

Average
Interest
Rate

   

Average
Loan
Balance

   

Number
of Days
Outstanding

   

Interest
Expense
Incurred

   

Maximum Amount
Borrowed During
the Period

 
 

1.49

%

 

$

83,354,396

     

182

   

$

621,376

   

$

90,000,000

 

 

38  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


DISTRIBUTION SOURCES Unaudited

 

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

 

For the most current information, please go to oppenheimerfunds.com. Select your Fund, then the ’Detailed’ tab; where ‘Dividends’ are shown, the Fund’s latest pay date will be followed by the sources of any distribution, updated daily.

 

Fund Name

Pay
Date

Net
Income

Net
Profit
from Sale

Other
Capital
Sources

Oppenheimer SteelPath MLP Alpha Plus Fund

1/6/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Alpha Plus Fund

2/7/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Alpha Plus Fund

3/7/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Alpha Plus Fund

4/5/17

0.0%

0.0%

100.0%

Oppenheimer SteelPath MLP Alpha Plus Fund

5/5/17

0.0%

0.0%

100.0%

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  39

 


PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

 

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

 

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

 

Householding – Delivery of Shareholder Documents

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

 

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

 

40  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 

Trustees and Officers

 

Robert J. Malone, Chairman of the Board of Trustees and Trustee

   

Jon S. Fossel, Trustee

   

Richard F. Grabish, Trustee

   

Beverly L. Hamilton, Trustee

   

Victoria J. Herget, Trustee

   

F. William Marshall, Jr., Trustee

   

Karen L. Stuckey, Trustee

   

James D. Vaughn, Trustee

   

Arthur P. Steinmetz, Trustee, President and Principal Executive Officer

   

Stuart Cartner, Vice President

   

Brian Watson, Vice President

   

Cynthia Lo Bessette, Secretary and Chief Legal Officer

   

Jennifer Foxson, Vice President and Chief Business Officer

   

Mary Ann Picciotto, Chief Compliance Officer

and Chief Anti-Money Laundering Officer

   

Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer

     

Manager

 

OFI 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 & Company, LTD.

 

 

 

Legal Counsel

 

Ropes & Gray LLP

 

© 2017 OppenheimerFunds, Inc. All rights reserved.

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  41

 


PRIVACY POLICY NOTICE

 

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

 

We obtain nonpublic personal information about our shareholders from the following sources:

 

 

Applications or other forms.

 

 

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

 

 

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

 

 

Your transactions with us, our affiliates or others.

 

 

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

 

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

 

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

 

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

 

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

 

Protection of Information

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

 

Disclosure of Information

Copies of confirmations, account statements and other documents reporting activity in your fund accounts are made available to your financial advisor (as designated by you). We may also use details about you and your investments to help us, our financial service affiliates, or firms that jointly market their financial products and services with ours, to better serve

 

42  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


PRIVACY POLICY NOTICE (Continued)

 

your investment needs or suggest educational material that may be of interest to you. If this requires us to provide you with an opportunity to “opt in” or “opt out” of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before any such sharing takes place.

 

Right of Refusal

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

 

Internet Security and Encryption

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

 

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

 

 

All transactions, including redemptions, exchanges and purchases, are secured by SSL and 256-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 closing your browser or, for added security, you can use the Log Out button before you close your browser.

 

Other Security Measures

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

 

OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  43

 


PRIVACY POLICY NOTICE (Continued)

 

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, safeguard that information. Also, take special precautions when accessing your account on a computer used by others.

 

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated as of November 2016. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com, write to us at P.O. Box 5270, Denver, CO 80217-5270, or call us at 800 CALL OPP (225 5677).

 

44  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


 

 

 

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OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  45

 


 

 

 

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46  OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND

 


 

 

 

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OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND  47

 



Item 2. Code of Ethics.

Not applicable to semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable to semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable to semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Not applicable.


Item 11. Controls and Procedures.

(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 5/31/2017, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

(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.

Item 12. Exhibits

(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.
Filed herewith.

    (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.

SIGNATURES

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

Oppenheimer SteelPath MLP Funds Trust

/s/  Arthur P. Steinmetz
 
By: Arthur P. Steinmetz
 
Principal Executive Officer
 
Date: 7/14/2017
 

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

/s/   Arthur P. Steinmetz
 
By: Arthur P. Steinmetz
 
Principal Executive Officer
 
Date:7/14/2017
 
   
/s/ Brian Petersen
 
By: Brian Petersen
 
Principal Financial Officer
 
Date:7/14/2017