N-CSR 1 d305960dncsr.htm OPPENHEIMER STEELPATH PANORAMIC FUND Oppenheimer SteelPath Panoramic Fund

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 811-23061

Oppenheimer SteelPath Panoramic Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Cynthia Lo Bessette

OFI Global Asset Management, Inc.

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

(Name and address of agent for service)

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

Date of fiscal year end: October 31

Date of reporting period: 10/31/2016


Item 1. Reports to Stockholders.


 

Annual Report

 

  

10/31/2016

 

 

 

.  

LOGO

 

  
 

 

 

 

Oppenheimer

SteelPath

Panoramic Fund


Table of Contents

 

 

 

 

 

Class A Shares

CUMULATIVE TOTAL RETURNS AT 10/31/16

 

     Class A Shares of the Fund    
           Without Sales Charge           With Sales Charge       S&P 500 Energy Index  

Since Inception (11/18/15)

   1.71%   -4.14%   3.31%

 

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 PANORAMIC FUND


Fund Performance Discussion

The Fund’s Class A shares (without sales charge) returned 1.71% since its inception on November 18, 2015 through October 31, 2016. In comparison, the Fund underperformed the S&P 500 Energy Index (the “Index”) and the S&P 1500 Index, which returned 3.31% and 4.32%, respectively, on a total return basis during the same period. Relative to the Index, the Fund’s underperformance was primarily driven by the Fund’s more balanced exposure across the energy industry and, therefore, a relative under-allocation to large cap energy companies. In particular, ExxonMobil (XOM) and Chevron (CVX), which account for roughly 40% of the Index, returned 5.93% and 17.47%, respectively, during the period.

 

The Fund is positioned to provide exposure across the energy value chain to the expected “call” on North American hydrocarbons over the next several years through investments in exploration and production (“E&P”) companies, oilfield service providers,

midstream logistics operators, refining and chemical companies, as well as other energy beneficiaries. Longer-term, the Fund intends to adapt its positioning in order to take advantage of ongoing structural and thematic shifts within the global energy landscape.

 

 

 

 

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

 

LOGO

 

3      OPPENHEIMER STEELPATH PANORAMIC FUND


MARKET REVIEW

Over the nearly twelve months since the Fund’s inception, the entire energy equity landscape has been impacted by high levels of volatility driven by the underlying commodity markets, with the most pronounced moves spanning from late 2015 through late February. During this early period, the broader energy equity sub-indices retreated by as much as 25-40% through mid-February, as West Texas Intermediate (WTI) crude oil prices dropped below $30/barrel (“Bbl”) and Henry Hub natural gas prices fell below $2 per thousand cubic feet (“Mcf”). This extreme volatility created a strong flight-to-quality trade where market participants sought the relative safety of mega-cap companies that dominate the S&P 500 Energy Index, negatively impacting the Fund’s relative performance. During this period the Fund declined by 27.29% while the S&P 500 Energy Index declined by 18.43%.

After bottoming in February, crude prices quickly moved higher over the following months, crossing back above $45/Bbl by the end of April. As prices stabilized, market participants chose to reverse the flight-to-safety trade and focus on idiosyncratic drivers of value through the next stage of the cycle. The Fund’s more balanced positioning across energy subsectors and, in particular, the Fund’s security selection within the E&P subsector resulted in significant outperformance versus the S&P 500 Energy Index over this period. Since the February lows through the end of the period, the Fund returned 39.89% versus 26.66% for S&P 500 Energy Index.

Over the full period, the E&P index reflected a -4.11% return, the oilfield services index reflected a -13.95% return, the midstream index reflected a 2.45% return, and the refining index reflected a -14.63% return. In summary, despite the majority of the major energy subsector indices producing negative returns during the total investment period, positive contribution from security selection allowed the Fund’s Class A shares (without sales charge) to generate modest outperformance and a positive return.

FUND REVIEW

Key contributors to the Fund’s performance were Parsley Energy, Inc. (PE) and Spectra Energy Corp. (SE).

PE shares outperformed the Index during the period as the company generated top-tier production and cash flow growth, while opportunistically bolting on to its core Permian acreage position. The combination of capital efficiency gains, along with a strong balance sheet and hedge book have enabled the producer to accelerate activity despite the relatively subdued commodity price backdrop, while the delineation of additional zones has added to its prospective drilling inventory.

SE’s outperformance versus the Index was driven by the stability of its cash flow profile amidst a volatile commodity price backdrop, in addition to receiving a takeout bid from Enbridge, Inc. (ENB) in September. The

 

 

4      OPPENHEIMER STEELPATH PANORAMIC FUND


company’s above average growth is partly a function of its diversified and expansive portfolio of North American midstream assets and expansion projects, with its majority ownership interest in Spectra Energy Partners (SEP) providing exposure to a steady fee-based natural gas transmission business. Natural gas transmission franchises have proven to be attractive merger and acquisition (“M&A”) candidates, with several deals over the past couple years, due to the need to improve access to markets for gas producers and an increasing share of natural gas in the country’s power generation mix.

Key detractors from the Fund’s performance were HollyFrontier Corp. (HFC) and Energy Transfer Equity LP (ETE).

HFC’s underperformance versus the Index over the period was influenced by a weakening near-term earnings profile due to the combination of lower global refinery margins and tighter U.S. crude differentials, offsetting the positive organic growth program and top-tier balance sheet. As a merchant refiner, the company was negatively impacted by higher ethanol renewable identification number (“RIN”) costs.

ETE’s unit price underperformed the Index as the strength of its integrated midstream portfolio and backlog of growth projects were overshadowed by the headwinds from its (now failed) merger with The Williams Companies (NYSE: WMB).

OUTLOOK

While we believe near-term energy price volatility will likely remain for some time, our fundamental analysis of the energy markets suggests a high probability that energy prices, capital investment, and volumes will increase over the coming years in order to satisfy growing global demand and offset declining legacy production. Thus we believe the oil and gas sector is primed to provide healthy returns to investors over a multi-year period.

Specifically, we believe that U.S. shale will play a dominant role in the re-emergence of the energy markets from one of the harshest down-cycles in history. Beyond the resultant tailwind for certain producers, we foresee opportunities spanning across U.S. midstream operators, oil and gas service providers, as well as feedstock consumers such as refineries and chemical companies. The Fund is currently positioned to exploit these trends by investing across the panorama of the energy value chain. While most energy focused indices carry outsized exposure to mega-cap companies that appear less competitively advantaged versus prior energy cycles, the Fund’s broader focus aims to better capture the beneficiaries of these and other long-term energy trends.

 

LOGO   

LOGO

Brian Watson, CFA

Portfolio Manager

 

 

5      OPPENHEIMER STEELPATH PANORAMIC FUND


Top Holdings and Allocations

 

TOP TEN COMMON STOCK HOLDINGS

 

Cimarex Energy Co.     4.7% 
Concho Resources, Inc.     4.3    
Pioneer Natural Resources Co.     4.1    
EOG Resources, Inc.     3.7    
Anadarko Petroleum Corp.     3.6    
ConocoPhillips     3.5    
LyondellBasell Industries NV, Cl. A     3.1    
Tesoro Corp.     3.1    
Parsley Energy, Inc., Cl. A     3.0    
Valero Energy Corp.     3.0    

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2016, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

TOP COMMON STOCK INDUSTRIES

 

Oil, Gas & Consumable Fuels     82.5% 
Chemicals   8.5    
Energy Equipment & Services   6.9    

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2016, and are based on net assets.

 

 

6      OPPENHEIMER STEELPATH PANORAMIC FUND


Share Class Performance

CUMULATIVE TOTAL RETURNS WITHOUT SALES CHARGE AS OF 10/31/16

 

     Inception
Date
     Since
                         Inception
 

Class A (EESAX)

     11/18/15         1.71

Class C (EESCX)

     11/18/15         1.10   

Class I (EESIX)

     11/18/15         2.16   

Class R (EESRX)

     11/18/15         1.70   

Class Y (EESYX)

     11/18/15         2.05   

CUMULATIVE TOTAL RETURNS WITH SALES CHARGE AS OF 10/31/16

 

     Inception
Date
     Since
                         Inception
 

Class A (EESAX)

     11/18/15         -4.14

Class C (EESCX)

     11/18/15         0.10   

Class I (EESIX)

     11/18/15         2.16   

Class R (EESRX)

     11/18/15         1.70   

Class Y (EESYX)

     11/18/15         2.05   

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 (“CDSC”) of 1% for the 1-year period. There is no sales charge for Class I, Class R and Y shares. 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 Energy Index, which comprises those companies included in the S&P 500 that are classified as members of the GICS® energy sector. The Index is unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

The 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.

 

7      OPPENHEIMER STEELPATH PANORAMIC FUND


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

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

 

8      OPPENHEIMER STEELPATH PANORAMIC FUND


Fund Expenses

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

The examples 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 October 31, 2016.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section 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 October 31, 2016” to estimate the expenses you paid on your account during this period.

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

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

 

9      OPPENHEIMER STEELPATH PANORAMIC FUND


Actual     

 Beginning
 Account

 Value
 May 1, 2016

    

  Ending

  Account

  Value
  October 31, 2016

    

Expenses
Paid During

6 Months Ended
October 31, 2016      

 

 

 

Class A

       $ 1,000.00             $  1,072.80            $ 8.11               

 

 

Class C

     1,000.00        1,069.80        11.93               

 

 

Class I

     1,000.00        1,075.90        5.76               

 

 

Class R

     1,000.00        1,072.80        9.31               

 

 

Class Y

     1,000.00        1,074.80        6.75               
Hypothetical                       

(5% return before expenses)

              

 

 

Class A

     1,000.00        1,017.34        7.89               

 

 

Class C

     1,000.00        1,013.67        11.61               

 

 

Class I

     1,000.00        1,019.61        5.60               

 

 

Class R

     1,000.00        1,016.19        9.06               

 

 

Class Y

     1,000.00        1,018.65        6.57               

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended October 31, 2016 are as follows:

 

Class    Expense Ratios              

 

 

Class A

     1.55%            

 

 

Class C

     2.28               

 

 

Class I

     1.10               

 

 

Class R

     1.78               

 

 

Class Y

     1.29               

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

 

10      OPPENHEIMER STEELPATH PANORAMIC FUND


STATEMENT OF INVESTMENTS October 31, 2016

 

     Shares     Value    

 

 
Common Stocks—97.9%     

 

 
Energy—89.4%     

 

 
Energy Equipment & Services—6.9%   
Baker Hughes, Inc.      7,898      $ 437,549     

 

 
Halliburton Co.      8,835        406,410     

 

 
TETRA Technologies, Inc.1      45,000        245,250     
    

 

 

 
                 1,089,209     

 

 
Oil, Gas & Consumable Fuels—82.5%   
American Midstream Partners LP2      10,000        136,000     

 

 
Anadarko Petroleum Corp.      9,487        563,907     

 

 
Apache Corp.      2,500        148,700     

 

 
Ardmore Shipping Corp.      18,939        110,793     

 

 
Cabot Oil & Gas Corp.      14,735        307,667     

 

 
Chevron Corp.      3,694        386,947     

 

 
Cimarex Energy Co.      5,671        732,296     

 

 
Concho Resources, Inc.1      5,359        680,271     

 

 
ConocoPhillips      12,600        547,470     

 

 
Energy Transfer Partners LP2      7,100        248,358     

 

 
Enterprise Products Partners LP2      7,391        186,549     

 

 
EOG Resources, Inc.      6,426        581,039     

 

 
Genesis Energy LP2      6,353        221,910     

 

 
Golar LNG Ltd.      20,681        452,707     

 

 
Gulfport Energy Corp.1      12,800        308,608     

 

 
Laredo Petroleum, Inc.1      35,042        417,701     

 

 
Marathon Oil Corp.      24,290        320,142     

 

 
Marathon Petroleum Corp.      3,612        157,447     

 

 
Newfield Exploration Co.1      11,492        466,460     

 

 
Oasis Petroleum, Inc.1      42,700        447,923     

 

 
Occidental Petroleum Corp.      2,692        196,274     

 

 
Parsley Energy, Inc., Cl. A1      14,400        473,760     

 

 
PDC Energy, Inc.1      5,400        331,182     

 

 
Pioneer Natural Resources Co.      3,563        637,848     
     Shares     Value    

 

 
Oil, Gas & Consumable Fuels (Continued)   

 

 
Range Resources Corp.      8,557      $ 289,141     

 

 
Rice Midstream Partners LP2      13,174        285,481     

 

 
RSP Permian, Inc.1      10,821        390,638     

 

 
Scorpio Tankers, Inc.      40,037        153,342     

 

 
Summit Midstream Partners LP2      5,800        128,760     

 

 
Sunoco Logistics Partners LP2      6,818        174,814     

 

 
Tallgrass Energy Partners LP2      4,500        203,535     

 

 
Targa Resources Corp.      5,500        241,450     

 

 
TC PipeLines LP2      4,200        219,072     

 

 
Tesoro Corp.      5,659        480,845     

 

 
Valero Energy Corp.      7,940        470,366     

 

 
Western Refining Logistics LP2      13,500        307,800     

 

 
Williams Cos., Inc. (The)      10,000        292,000     

 

 
WPX Energy, Inc.1      26,000        282,360     
    

 

 

 
                 12,981,563     

 

 
Materials—8.5%     

 

 
Chemicals—8.5%     
Dow Chemical Co. (The)      3,791        203,994     

 

 
LyondellBasell
Industries NV, Cl. A
     6,151        489,312     

 

 
Methanex Corp.      4,460        162,121     

 

 
W.R. Grace & Co.      4,700        314,712     

 

 
Westlake Chemical Corp.      3,165        163,915     
    

 

 

 
       1,334,054     
    

 

 

 
Total Common Stocks
(Cost $14,215,569)
       15,404,826     
 

 

11      OPPENHEIMER STEELPATH PANORAMIC FUND


STATEMENT OF INVESTMENTS Continued

 

     Shares      Value    

 

 
Investment Company—1.0%      

 

 
Oppenheimer Institutional Government Money Market Fund, Cl. E, 0.28%3,4 (Cost $159,123)      159,123       $ 159,123     

 

 
Total Investments, at Value (Cost $14,374,692)      98.9%         15,563,949     

 

 
Net Other Assets (Liabilities)      1.1         171,512     
  

 

 

 
Net Assets                100.0%       $       15,735,461     
  

 

 

 
 

 

Footnotes to Statement of Investments

1. Non-income producing security.

2. Security is a Master Limited Partnership.

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

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

 

    

Shares
November 18,

2015
(Commencement
of Operations)

     Gross
Additions
    

Gross

Reductions

    

Shares
October 31,

2016

 

 

 
Oppenheimer Institutional Government Money Market Fund, Cl. Ea      —           16,898,399                   16,739,276                   159,123     
                   Value         Income  

 

 
Oppenheimer Institutional Government Money Market Fund, Cl. Ea          $ 159,123           $ 2,249    

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

See accompanying Notes to Financial Statements.

 

12      OPPENHEIMER STEELPATH PANORAMIC FUND


STATEMENT OF ASSETS AND LIABILITIES October 31, 2016

 

 

 
Assets   
Investments, at value—see accompanying statement of investments:   
Unaffiliated companies (cost $14,215,569)    $ 15,404,826     
Affiliated companies (cost $159,123)      159,123     
  

 

 

 
     15,563,949     

 

 
Cash      99,999     

 

 
Receivables and other assets:   
Shares of beneficial interest sold      53,942     
Dividends      24,953     
Other      34,418     
  

 

 

 
Total assets      15,777,261     

 

 
Liabilities   
Payables and other liabilities:   
Legal, auditing and other professional fees      35,562     
Distribution and service plan fees      3,300     
Shareholder communications      1,397     
Trustees’ compensation      1,151     
Other      390     
  

 

 

 
Total liabilities      41,800     

 

 
Net Assets    $ 15,735,461     
  

 

 

 

 

 
Composition of Net Assets   
Par value of shares of beneficial interest    $ 1,547     

 

 
Additional paid-in capital      15,059,910     

 

 
Accumulated net investment income      3,509     

 

 
Accumulated net realized loss on investments      (518,762)    

 

 
Net unrealized appreciation on investments      1,189,257     
  

 

 

 
Net Assets    $           15,735,461     
  

 

 

 

 

13      OPPENHEIMER STEELPATH PANORAMIC FUND


STATEMENT OF ASSETS AND LIABILITIES Continued

 

 

 
Net Asset Value Per Share   
Class A Shares:   
Net asset value and redemption price per share (based on net assets of $13,820,774 and 1,358,486 shares of beneficial interest outstanding)    $ 10.17     
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)    $ 10.79     

 

 
Class C Shares:   
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $777,071 and 76,867 shares of beneficial interest outstanding)    $ 10.11     

 

 
Class I Shares:   
Net asset value, redemption price and offering price per share (based on net assets of $10,211 and 1,000 shares of beneficial interest outstanding)    $ 10.21     

 

 
Class R Shares:   
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $638,279 and 62,776 shares of beneficial interest outstanding)    $ 10.17     

 

 
Class Y Shares:   
Net asset value, redemption price and offering price per share (based on net assets of $489,126 and 47,974 shares of beneficial interest outstanding)    $ 10.20     

 

 

 

See accompanying Notes to Financial Statements.

 

14      OPPENHEIMER STEELPATH PANORAMIC FUND


STATEMENT OF OPERATIONS For the Period Ended October 31, 20161

 

 

 
Investment Income   
Dividends:   
Unaffiliated companies (net of foreign withholding taxes of $607)    $ 150,675       
Affiliated companies      2,249       

 

 
Distributions from:   
Master Limited Partnerships      116,868       
Less Return of Capital on Master Limited Partnerships      (116,868)      

 

 
Interest      30       
  

 

 

 
Total investment income     

 

152,954    

 

  

 

 

 
Expenses   
Management fees      113,367       

 

 
Distribution and service plan fees:   
Class A      6,120       
Class C      3,403       
Class R      1,263       

 

 
Transfer and shareholder servicing agent fees:   
Class A      22,921       
Class C      754       
Class I      4       
Class R      565       
Class Y      681       

 

 
Shareholder communications:   
Class A      2,793       
Class C      321       
Class R      311       
Class Y      81       

 

 
Legal, auditing and other professional fees      76,016       

 

 
Registration fees      15,827       

 

 
Trustees’ compensation      7,782       

 

 
Custodian fees and expenses      1,284       

 

 
Other      923       
  

 

 

 
Total expenses      254,416       
Less waivers and reimbursements of expenses      (76,717)      
  

 

 

 
Net expenses     

 

177,699    

 

  

 

 

 

Net Investment Loss

     (24,745)      

 

 
Realized and Unrealized Gain (Loss)   
Net realized loss on investments      (491,438)      

 

 
Net change in unrealized appreciation/depreciation on investments                1,189,257       

 

 
Net Increase in Net Assets Resulting from Operations    $ 673,074       
  

 

 

 

1. For the period from November 18, 2015 (commencement of operations) to October 31, 2016.

See accompanying Notes to Financial Statements.

 

15      OPPENHEIMER STEELPATH PANORAMIC FUND


STATEMENT OF CHANGES IN NET ASSETS

 

     Period Ended
October 31, 20161 
 

 

 
Operations   
Net investment loss    $ (24,745)    

 

 
Net realized loss      (491,438)    

 

 
Net change in unrealized appreciation/depreciation      1,189,257     
  

 

 

 
Net increase in net assets resulting from operations     

 

673,074  

 

  

 

 

 
Dividends and/or Distributions to Shareholders   
Dividends from net investment income:   
Class A      (700)    
Class C      —     
Class I      (5)    
Class R      —     
Class Y      (103)    
  

 

 

 
    

 

(808) 

 

  

 

 

 
Beneficial Interest Transactions   
Net increase in net assets resulting from beneficial interest transactions:   
Class A      13,229,224     
Class C      701,918     
Class I      —     
Class R      575,226     
Class Y      456,827     
  

 

 

 
    

 

14,963,195  

 

  

 

 

 
Net Assets   
Total increase      15,635,461     

 

 
Beginning of period      100,0002     
  

 

 

 
End of period (including accumulated net investment income of $3,509)    $         15,735,461     
  

 

 

 

1. For the period from November 18, 2015 (commencement of operations) to October 31, 2016.

2. Reflects the value of the Manager’s seed money invested on June 24, 2015.

See accompanying Notes to Financial Statements.

 

16      OPPENHEIMER STEELPATH PANORAMIC FUND


FINANCIAL HIGHLIGHTS

 

Class A    Period
Ended
October 31,
20161
 

 

 
Per Share Operating Data   
Net asset value, beginning of period          $10.00       

 

 
Income (loss) from investment operations:   
Net investment loss2          (0.02)       
Net realized and unrealized gain          0.19       
  

 

 

 
Total from investment operations          0.17       

 

 
Dividends and/or distributions to shareholders:   
Dividends from net investment income          (0.00)3       

 

 
Net asset value, end of period          $10.17       
  

 

 

 

 

 
Total Return, at Net Asset Value4          1.71%       

 

 
Ratios/Supplemental Data   
Net assets, end of period (in thousands)          $13,821       

 

 
Average net assets (in thousands)          $10,936       

 

 
Ratios to average net assets:5   
Net investment loss          (0.20)%       
Total expenses6          2.19%       
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses          1.55%       

 

 
Portfolio turnover rate          35%       

1. For the period from November 18, 2015 (commencement of operations) to October 31, 2016.

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

3. Less than $0.005 per share.

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 redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5. Annualized for periods less than one full year.

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

 

  Period Ended October 31, 2016                                    2.20%

See accompanying Notes to Financial Statements.

 

17      OPPENHEIMER STEELPATH PANORAMIC FUND


FINANCIAL HIGHLIGHTS Continued

 

Class C    Period
Ended
October 31,
20161
 

 

 
Per Share Operating Data   
Net asset value, beginning of period          $10.00       

 

 
Income (loss) from investment operations:   
Net investment loss2          (0.08)       
Net realized and unrealized gain          0.19       
  

 

 

 
Total from investment operations          0.11       

 

 
Dividends and/or distributions to shareholders:   
Dividends from net investment income          0.00       

 

 
Net asset value, end of period          $10.11       
  

 

 

 

 

 
Total Return, at Net Asset Value3          1.10%       

 

 
Ratios/Supplemental Data   
Net assets, end of period (in thousands)          $777       

 

 
Average net assets (in thousands)          $362       

 

 
Ratios to average net assets:4   
Net investment loss          (0.90)%       
Total expenses5          3.32%       
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses          2.30%       

 

 
Portfolio turnover rate          35%       

1. For the period from November 18, 2015 (commencement of operations) to October 31, 2016.

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

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

4. Annualized for periods less than one full year.

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

 

  Period Ended October 31, 2016                                    3.33%

See accompanying Notes to Financial Statements.

 

18      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

Class I    Period
Ended
October 31,
20161
 

 

 
Per Share Operating Data   
Net asset value, beginning of period          $10.00       

 

 
Income (loss) from investment operations:   
Net investment income2          0.02       
Net realized and unrealized gain          0.20       
  

 

 

 
Total from investment operations          0.22       

 

 
Dividends and/or distributions to shareholders:   
Dividends from net investment income          (0.01)       

 

 
Net asset value, end of period          $10.21       
  

 

 

 

 

 
Total Return, at Net Asset Value3          2.16%       

 

 
Ratios/Supplemental Data   
Net assets, end of period (in thousands)          $10       

 

 
Average net assets (in thousands)          $9       

 

 
Ratios to average net assets:4   
Net investment income          0.24%       
Total expenses5          1.89%       
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses          1.10%       

 

 
Portfolio turnover rate          35%       

1. For the period from November 18, 2015 (commencement of operations) to October 31, 2016.

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

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

4. Annualized for periods less than one full year.

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

 

  Period Ended October 31, 2016                                    1.90%

See accompanying Notes to Financial Statements.

 

19      OPPENHEIMER STEELPATH PANORAMIC FUND


FINANCIAL HIGHLIGHTS Continued

 

Class R    Period
Ended
October 31,
20161
 

 

 
Per Share Operating Data   
Net asset value, beginning of period          $10.00       

 

 
Income (loss) from investment operations:   
Net investment loss2          (0.03)       
Net realized and unrealized gain          0.20       
  

 

 

 
Total from investment operations          0.17       

 

 
Dividends and/or distributions to shareholders:   
Dividends from net investment income          0.00       

 

 
Net asset value, end of period          $10.17       
  

 

 

 

 

 
Total Return, at Net Asset Value3          1.70%       

 

 
Ratios/Supplemental Data   
Net assets, end of period (in thousands)          $638       

 

 
Average net assets (in thousands)          $272       

 

 
Ratios to average net assets:4   
Net investment loss          (0.30)%       
Total expenses5          2.89%       
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses          1.80%       

 

 
Portfolio turnover rate          35%       

1. For the period from November 18, 2015 (commencement of operations) to October 31, 2016.

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

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

4. Annualized for periods less than one full year.

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

 

  Period Ended October 31, 2016                                    2.90%

See accompanying Notes to Financial Statements.

 

20      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

Class Y    Period
Ended
October 31,
20161
 

 

 
Per Share Operating Data   
Net asset value, beginning of period          $10.00       

 

 
Income (loss) from investment operations:   
Net investment income2          0.01       
Net realized and unrealized gain          0.19       
  

 

 

 
Total from investment operations          0.20       

 

 
Dividends and/or distributions to shareholders:   
Dividends from net investment income          (0.00)3       

 

 
Net asset value, end of period          $10.20       
  

 

 

 

 

 
Total Return, at Net Asset Value4          2.05%       

 

 
Ratios/Supplemental Data   
Net assets, end of period (in thousands)          $489       

 

 
Average net assets (in thousands)          $328       

 

 
Ratios to average net assets:5   
Net investment income          0.06%       
Total expenses6          2.18%       
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses          1.30%       

 

 
Portfolio turnover rate          35%       

1. For the period from November 18, 2015 (commencement of operations) to October 31, 2016.

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

3. Less than $0.005 per share.

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 redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5. Annualized for periods less than one full year.

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

 

  Period Ended October 31, 2016                                    2.19%

See accompanying Notes to Financial Statements.

 

21      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS October 31, 2016

 

 

1. Organization

Oppenheimer SteelPath Panoramic Fund (the “Fund”) is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a non-diversified open-end management investment company. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI SteelPath, Inc. (the “Adviser” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI”). The Fund commenced operations on November 18, 2015.

The Fund offers Class A, Class C, Class I, Class R and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C shares are sold without a front-end sales charge but may be subject to a CDSC. Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, C and R shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees.

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

 

 

2. Significant Accounting Policies

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

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

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

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may

 

22      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

2. Significant Accounting Policies (Continued)

 

have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Return of Capital Estimates. Distributions received from the Fund’s investments in Master Limited Partnerships (MLPs), generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates. 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.

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

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

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

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required, however, during the reporting period, the Fund paid federal excise tax of $4. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended October 31, 2016, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

 

23      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

2. Significant Accounting Policies (Continued)

 

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

 

Undistributed

Net Investment

Income1

   Undistributed
Long-Term
Gain
       Accumulated
Loss
Carryforward2,3,4
     Net Unrealized
Appreciation
Based on cost of
Securities and
Other Investments
for Federal Income
Tax Purposes
 

 

 
$—      $—           $421,792         $1,198,890   

1. At period end, the Fund elected to defer $101,943 of late year ordinary losses.

2. At period end, the Fund had $421,792 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.

 

Expiring

 

      

 

 
No expiration    $                         421,792   

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

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

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

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

 

Reduction

to Paid-in Capital

  

Reduction

to Accumulated
Net Investment
Loss

   

Increase

to Accumulated Net
Realized Loss

on Investments

 

 

 
$1,738      $29,062        $27,324   

The tax character of distributions paid during the reporting periods:

 

     Period Ended
      October 31, 2016
 

 

 
Distributions paid from:   
Ordinary income    $ 808   

 

24      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

2. Significant Accounting Policies (Continued)

 

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes at period end are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

 

Federal tax cost of securities      $        14,365,059     
  

 

 

 
Gross unrealized appreciation      $ 1,861,993     
Gross unrealized depreciation      (663,103)    
  

 

 

 
Net unrealized appreciation      $ 1,198,890     
  

 

 

 

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

 

 

3. Securities Valuation

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

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

Valuation Methods and Inputs

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

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

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the mean between the bid and asked price on the principal exchange or, if not available from the principal exchange, obtained from two dealers. If bid and asked prices are not available

 

25      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

3. Securities Valuation (Continued)

 

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

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

Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

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

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

 

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

 

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

 

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

 

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

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant

 

26      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

3. Securities Valuation (Continued)

 

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

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

Classifications

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

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

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

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

 

27      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

3. Securities Valuation (Continued)

 

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

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

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

 

   

Level 1—

Unadjusted

Quoted Prices

   

Level 2—

Other Significant

   Observable Inputs

   

Level 3—

Significant

   Unobservable

Inputs

    Value    

 

 

Assets Table

       

Investments, at Value:

       

Common Stocks

       

Energy

  $ 14,070,772      $      $      $ 14,070,772     

Materials

    1,334,054                      1,334,054     

Investment Company

    159,123                      159,123     
 

 

 

 

Total Assets

  $       15,563,949      $      $      $       15,563,949     
 

 

 

 

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

 

 

4. Investments and Risks

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

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

Investments in Money Market Instruments. The Fund is permitted to invest its free cash balances in money market instruments to provide liquidity or for defensive purposes. The Fund may invest in money market instruments by investing in Class E shares of Oppenheimer

 

28      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

4. Investments and Risks (Continued)

 

Institutional Government Money Market Fund (“IGMMF”), formerly known as Oppenheimer Institutional Money Market Fund, which is an Affiliated Fund. IGMMF is regulated as a money market fund under the 1940 Act, as amended. The Fund may also invest in money market instruments directly or in other affiliated or unaffiliated money market funds.

Master Limited Partnerships (“MLPs”). 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 (“OTC”) 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.

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.

Concentration Risk. Concentration risk is the risk that the Fund’s investments in securities of companies in one industry may cause it to be more exposed to changes in that industry or market sector as compared to a more broadly diversified fund.

Because the Fund invests primarily in securities of issuers in the energy industry or sector, it could experience greater volatility or may perform poorly during a downturn in that industry or sector because it is more susceptible to the economic, environmental and regulatory risks associated with that industry or sector than a Fund that invests more broadly.

Shareholder Concentration. At period end, one shareholder owned 20% or more of the Fund’s total outstanding shares.

The shareholder is a related party of the Fund. Related parties may include, but are not limited to, the investment manager and its affiliates, affiliated broker dealers, fund of funds,

 

29      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

4. Investments and Risks (Continued)

 

and directors or employees. Related parties owned 65% of the Fund’s total outstanding shares at period end.

 

 

5. Market Risk Factors

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

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

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

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

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

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

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

 

 

6. Shares of Beneficial Interest

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

 

30      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

6. Shares of Beneficial Interest (Continued)

 

             Period Ended October 31, 20161,2     
     Shares     Amount     

 

 

Class A

    

Sold

     1,465,134      $ 14,324,638      
Dividends and/or distributions reinvested             2      

Redeemed

     (112,648     (1,095,416)     
  

 

 

 

Net increase

     1,352,486      $ 13,229,224      
  

 

 

 

 

 

Class C

    

Sold

     108,704      $ 1,015,721      
Dividends and/or distributions reinvested             —      

Redeemed

     (32,837     (313,803)     
  

 

 

 

Net increase

     75,867      $ 701,918      
  

 

 

 

 

 

Class I

    

Sold

          $ —      
Dividends and/or distributions reinvested             —      

Redeemed

            —      
  

 

 

 

Net increase

          $ —      
  

 

 

 

 

 

Class R

    

Sold

     92,614      $ 854,623      
Dividends and/or distributions reinvested             —      

Redeemed

     (30,838     (279,397)     
  

 

 

 

Net increase

     61,776      $ 575,226      
  

 

 

 

 

 

Class Y

    

Sold

     48,122      $ 467,806      
Dividends and/or distributions reinvested      12        100      

Redeemed

     (1,160     (11,079)     
  

 

 

 

Net increase

     46,974      $ 456,827      
  

 

 

 

1. For the period November 18, 2015 (commencement of operations) to October 31, 2016.

2. The Fund sold 6,000 shares of Class A at a value of $60,000 and 1,000 shares of Class C, Class I, Class R and Class Y at a value of $10,000, respectively, to the Manager upon seeding of the Fund on June 24, 2015. These amounts are not reflected in the table above.

 

 

7. Purchases and Sales of Securities

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

 

     Purchases        Sales  

 

 
Investment securities      $18,656,638           $3,792,045   

 

31      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

8. Fees and Other Transactions with Affiliates

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

Fee Schedule

       

Up to $500 million

     1.00%           

Next $500 million

     0.95              

Next $4 billion

     0.90              

Over $5 billion

     0.85              

The Fund’s effective management fee for the reporting period was 1.00% 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 annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

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

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

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

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s

 

32      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

8. Fees and Other Transactions with Affiliates (Continued)

 

principal underwriter in the continuous public offering of the Fund’s classes of shares.

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

Distribution and Service Plans for Class C and Class R Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class C and Class R shares pursuant to Rule 12b-1 under the 1940 Act to compensate the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class C shares’ daily net assets and 0.25% on Class R shares’ daily net assets. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets. The Plans continue in effect from year to year only if the Fund’s Board of Trustees votes annually to approve their continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

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

Period 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

   

Class R 

Contingent 

Deferred 

Sales Charges 

Retained by 

Distributor 

 

 

 

October 31, 2016

    $2,723        $—        $7        $—    

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive fees and/or reimburse certain expenses so that “Expenses after payments, waivers and/ or reimbursements and reduction to custodian expenses”, excluding expenses incurred directly or indirectly by the Fund as a result of investments in (i) interest, taxes, dividends tied to short sales, brokerage commissions, and other expenditures which are capitalized in accordance with generally accepted accounting principals; (ii) wholly-owned subsidiaries and

 

33      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

8. Fees and Other Transactions with Affiliates (Continued)

 

pooled investment vehicles; (iii) certain other expenses attributable to, and incurred as a result of, a Fund’s investments; and (iv) other unusual and infrequent expenses (including litigation expenses) not incurred in the ordinary course of the Fund’s business, will not exceed 1.55% for Class A shares, 2.30% for Class C shares, 1.10% for Class I shares, 1.80% for Class R shares and 1.30% for Class Y shares. During the reporting period, the Manager waived $66,896, $3,509, $71, $2,833 and $2,761 for Class A, Class C, Class I, Class R and Class Y shares, respectively.

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $647 for IGMMF management fees.

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

 

 

9. Pending Litigation

In 2009, several putative class action lawsuits were filed and later consolidated before the U.S. District Court for the District of Colorado in connection with the investment performance of Oppenheimer Rochester California Municipal Fund (the “California Fund”), a fund advised by OFI Global Asset Management, Inc., a subsidiary of OppenheimerFunds, Inc. (“OFI”), and distributed by OppenheimerFunds Distributor, Inc. (“OFDI”) . The plaintiffs asserted claims against OFI, OFDI and certain present and former trustees and officers of the California Fund under the federal securities laws, alleging, among other things, that the disclosure documents of the California Fund contained misrepresentations and omissions and the investment policies of the California Fund were not followed. An amended complaint and a motion to dismiss were filed, and in 2011, the court issued an order which granted in part and denied in part the defendants’ motion to dismiss. In October 2015, following a successful appeal by defendants and a subsequent hearing, the court granted plaintiffs’ motion for class certification and appointed class representatives and class counsel.

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

 

34      OPPENHEIMER STEELPATH PANORAMIC FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

The Board of Trustees and Shareholders of Oppenheimer SteelPath Panoramic Fund:

We have audited the accompanying statement of assets and liabilities of Oppenheimer SteelPath Panoramic Fund, including the statement of investments, as of October 31, 2016, and the related statement of operations, the statement of changes in net assets and the financial highlights for the period from November 18, 2015 (commencement of operations) to October 31, 2016. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2016, by correspondence with the custodian and transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer SteelPath Panoramic Fund as of October 31, 2016, the results of its operations, the changes in its net assets and the financial highlights for the period from November 18, 2015 (commencement of operations) to October 31, 2016, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

December 22, 2016

 

35      OPPENHEIMER STEELPATH PANORAMIC FUND


FEDERAL INCOME TAX INFORMATION Unaudited

 

 

In early 2016, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2015.

Dividends, if any, paid by the Fund during the reporting period which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 100.00% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the reporting period which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $133,772 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2016, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the reporting period, the maximum amount allowable but not less than $11 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

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

 

36      OPPENHEIMER STEELPATH PANORAMIC FUND


BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

 

 

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

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

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

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

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. In evaluating the Manager, the Board considered the history, reputation, qualification and background of the Manager, including its corporate parent, OppenheimerFunds, Inc. (“OFI”) and corporate affiliate, OFI Global Asset Management, Inc. (“OFI Global” and OFI and OFI Global are collectively referred to

 

37      OPPENHEIMER STEELPATH PANORAMIC FUND


BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued

 

 

hereinafter as “OFI”), and the fact that OFI has over 50 years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s and OFI’s advisory, administrative, accounting, legal, compliance and risk management services, and information the Board has received regarding the experience and professional qualifications of the Manager’s and OFI’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Brian Watson, the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager and OFI as trustees of the Fund and other funds advised by the Manager or OFI. The Board considered information regarding the quality of services provided by affiliates of the Manager, which the Board members have become knowledgeable about through their experiences with the Manager or OFI and in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s and OFI’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

Investment Performance of the Manager and the Fund. Because the Fund, which was launched on November 18, 2015, has a short performance history, the Board did not have a meaningful performance period to consider the Fund’s performance compared to an independent peer category.

Fees and Expenses of the Fund. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Manager provided comparative data in regard to the fees and expenses of the Fund and other retail equity energy funds with comparable asset levels and distribution features. Based on this information, the Board considered that the Fund’s contractual management fee is higher than its peer group median and its category median, and that the Fund’s total expenses, net of any fee waivers, are lower than its peer group median and higher than its category median. The Board also noted that the Manager has contractually agreed to waive fees and/or reimburse the Fund for certain expenses so that the total annual fund operating expenses as a percentage of average daily net assets will not exceed the following annual rates: 1.55% for Class A shares, 2.30% for Class C shares, 1.10% for Class I shares, 1.80% for Class R shares, and 1.30% for Class Y shares. This fee waiver may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

 

38      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

 

Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements).

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

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

 

39      OPPENHEIMER STEELPATH PANORAMIC FUND


PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

 

 

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

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

Householding—Delivery of Shareholder Documents

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

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

 

40      OPPENHEIMER STEELPATH PANORAMIC FUND


TRUSTEES AND OFFICERS Unaudited

 

 

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

Robert J. Malone,

Chairman of the Board of Trustees

(since 2015), Trustee (since 2016)

Year of Birth: 1944

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

Jon S. Fossel,

Trustee (since 2015)

Year of Birth: 1942

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

 

41      OPPENHEIMER STEELPATH PANORAMIC FUND


TRUSTEES AND OFFICERS Unaudited / Continued

 

 

Richard F. Grabish,

Trustee (since 2015)

Year of Birth: 1948

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

Beverly L. Hamilton,

Trustee (since 2015)

Year of Birth: 1946

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

Victoria J. Herget,

Trustee (since 2015)

Year of Birth: 1951

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

 

42      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

 

F. William Marshall, Jr.,

Trustee (since 2015)

Year of Birth: 1942

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

Karen L. Stuckey,

Trustee (since 2015)

Year of Birth: 1953

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

James D. Vaughn,

Trustee (since 2015)

Year of Birth:1945

 

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

 

 

INTERESTED TRUSTEE & OFFICER

 

 

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

 

43      OPPENHEIMER STEELPATH PANORAMIC FUND


TRUSTEES AND OFFICERS Unaudited / Continued

 

 

Arthur P. Steinmetz,

Trustee (since 2015), President and Principal Executive Officer (since 2015)

Year of Birth: 1958

 

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

 

 

OTHER OFFICERS OF THE FUND

 

 

The addresses of the Officers in the chart below are as follows: for Mss. Lo Bessette, Foxson and Picciotto, 225 Liberty Street, New York, New York 10281-1008; for Mr. Watson, 2100 McKinney Avenue, Dallas, TX 75201; and for Mr. Petersen, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Brian Watson,

Vice President (since 2015)

Year of Birth: 1974

  Senior Vice President and Senior Portfolio Manager of the Manager (since January 2014); Vice President of the Manager (2012-January 2014). Prior to joining the Manager, he was a member, portfolio manager and Director of Research of SteelPath Fund Advisors, LLC since its formation in 2009. A portfolio manager at Swank Capital LLC, a Dallas, Texas based investment firm (2005-2009). An officer of other portfolios in the OppenheimerFunds complex.

Cynthia Lo Bessette,

Secretary and Chief Legal Officer

(since 2016)

Year of Birth: 1969

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

Jennifer Foxson,

Vice President and Chief Business

Officer (since 2015)

Year of Birth: 1969

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

 

44      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

 

Mary Ann Picciotto,

Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2015)

Year of Birth: 1973

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

Brian S. Petersen,

Treasurer and Principal Financial & Accounting Officer (since 2016)

Year of Birth: 1970

  Vice President of OFI Global Asset Management, Inc. (since January 2013); Vice President of OppenheimerFunds, Inc. (February 2007-December 2012); Assistant Vice President of OppenheimerFunds, Inc. (August 2002-2007). An officer of 100 portfolios in the OppenheimerFunds complex.

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

 

45      OPPENHEIMER STEELPATH PANORAMIC FUND


OPPENHEIMER STEELPATH PANORAMIC FUND

 

Manager    OFI SteelPath, Inc.
Distributor    OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent    OFI Global Asset Management, Inc.
Sub-Transfer Agent   

Shareholder Services, Inc.

DBA OppenheimerFunds Services

Independent Registered Public Accounting Firm    KPMG LLP
Legal Counsel    Ropes & Gray LLP

 

 

© 2016 OppenheimerFunds, Inc. All Rights reserved.

 

46      OPPENHEIMER STEELPATH PANORAMIC 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, 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 non-public personal information (such as names on a customer list) about current or former customers to anyone, except as permitted by law.

Disclosure of Information

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

Right of Refusal

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

 

47      OPPENHEIMER STEELPATH PANORAMIC FUND


PRIVACY POLICY NOTICE  Continued

 

 

Internet Security and Encryption

In general, the email services provided by our website are encrypted and provide a secure and private means of communication with us. To protect your own privacy, confidential and/or personal information should only be communicated via email when you are advised that you are using a secure website. As a security measure, we do not include personal or account information in non-secure emails, and we advise you not to send such information to us in non-secure emails. Instead, you may take advantage of the secure features of our website to encrypt your email correspondence. To do this, you will need to use a browser that supports Secure Sockets Layer (SSL) protocol.

  All transactions, 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 either closing your browser, or for added security, you can use the Log Out button before you close your browser.

Other Security Measures

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

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, safeguard that information. 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 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, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com or call us at 1.800.CALL OPP (225.5677).

 

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55      OPPENHEIMER STEELPATH PANORAMIC FUND


     LOGO  
    

OppenheimerFunds®

 

 
     The Right Way  
    

to Invest

 

 
    

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

 

 

 

Visit Us

oppenheimerfunds.com

      

 

Call Us

      

800 225 5677

      

 

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LOGO

    

Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

225 Liberty Street, New York, NY 10281-1008

© 2016 OppenheimerFunds Distributor, Inc. All rights reserved.

 

 
     RA2437.001.1016 December 22, 2016  


Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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


Item 4. Principal Accountant Fees and Services.

 

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $21,600 in fiscal 2016 and no such fees in fiscal 2015.

 

(b) Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $1,172 in fiscal 2016 and no such fees in fiscal 2015.

The principal accountant for the audit of the registrant’s annual financial statements billed $598,285 in fiscal 2016 and no such fees in fiscal 2015 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: GIPS attestation procedures, system conversion testing, internal controls, custody audits and additional audit services.

 

(c) Tax Fees

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

The principal accountant for the audit of the registrant’s annual financial statements billed $690,716 in fiscal 2016 and no such fees in fiscal 2015 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

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

 

(d) All Other Fees

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

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


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

 

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

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

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

(2) 0%

 

(f) Not applicable as less than 50%.

 

(g) The principal accountant for the audit of the registrant’s annual financial statements billed $1,290,173 in fiscal 2016 and no such fees in fiscal 2015 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

 

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

Item 5. Audit Committee of Listed Registrants

Not applicable.


Item 6. Schedule of Investments.

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

b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

None

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 10/31/2016, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that


have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

 

(a) (1) Exhibit attached hereto.

(2) Exhibits attached hereto.

(3) Not applicable.

 

(b) Exhibit attached hereto.


SIGNATURES

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

Oppenheimer SteelPath Panoramic Fund

 

By:

 

/s/ Arthur P. Steinmetz

  Arthur P. Steinmetz
  Principal Executive Officer

Date:

  12/14/2016

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

 

By:

 

/s/ Arthur P. Steinmetz

  Arthur P. Steinmetz
  Principal Executive Officer

Date:

  12/14/2016

 

By:

 

/s/ Brian S. Petersen

  Brian S. Petersen
  Principal Financial Officer

Date:

  12/14/2016