N-CSR 1 d676284dncsr.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: 10/31/2018


Item 1. Reports to Stockholders.

 


   Annual Report    10/31/2018                        
  

 

  

 

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An Important Update

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries OFI Global Asset Management, Inc., OFI SteelPath, Inc. and OFI Advisors, LLC, announced that it has entered into an agreement whereby Invesco Ltd., a global investment management company, will acquire OppenheimerFunds, Inc. As of the date of this report, the transaction is expected to close in the second quarter of 2019, pending necessary regulatory and other third-party approvals. This is subject to change.


Table of Contents

 

Fund Performance Discussion

     4  

Top Holdings and Allocations

     7  
Fund Expenses      10  
Statement of Investments      12  
Statement of Assets and Liabilities      14  
Statement of Operations      16  
Statements of Changes in Net Assets      17  
Financial Highlights      18  
Notes to Financial Statements      23  
Report of Independent Registered Public Accounting Firm      36  
Federal Income Tax Information      37  
Board Approval of the Fund’s Investment Advisory Agreement      38  
Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments      41  
Distribution Sources      42  
Trustees and Officers      43  
Privacy Notice      48  

 

 

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 10/31/18

 

    

 

Class A Shares of the Fund

    
    

 

Without Sales Charge

 

  

With Sales Charge

 

  

S&P 500 Energy Index  

 

1-Year      -5.73          -11.15          1.77    
Since Inception (11/18/15)      -3.08        -5.01        2.56  

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.

 

3      OPPENHEIMER STEELPATH PANORAMIC FUND


Fund Performance Discussion

The Fund’s Class A shares (without sales charge) returned -5.73% over the twelve-month period ended October 31, 2018. In comparison, the S&P 500 Energy Index (the “Index”) returned 1.77% during the same 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 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.

MARKET REVIEW

The energy sector experienced volatility in “fits and starts” during the twelve-month period ended October 31, 2018. After rising sharply into the New Year on the back of

increasing oil prices, energy equities gave back the entirety of their gains amidst the broader market decline in early February. The space then treaded water for two months

 

 

 

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

 

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4      OPPENHEIMER STEELPATH PANORAMIC FUND


before breaking out to the upside and reaching new multi-year highs by mid-May. This proved to be the highwater mark for energy equities, which generally churned sideways throughout the summer despite crude oil prices making new highs in early October. The energy sector was not spared during the broader market drawdown in October. To the contrary, the selloff marked the worst single month for the energy sector in seven years, erasing nearly all positive returns generated during the period.

Performance by energy-subsector over the twelve-month period was as follows: the exploration & production index reflected a 6.33% return; the oilfield services index reflected a -8.33% return; the midstream index reflected a -0.54% return; and the refining index reflected a 24.02% return.

FUND REVIEW

Fund performance versus the Index benefited from outperformance in the exploration & production sub-sector, which directly gained from rising crude oil prices. However, the Fund’s underweight exposure to the refining sub-sector, which benefited from higher margins stemming from the onset of crude pipeline bottlenecks, proved to be a detractor during the period. Overall, the Fund’s higher exposure to small- and mid-capitalization equities was a detractor versus the Index.

Key individual contributors to the Fund’s performance were WPX Energy, Inc. (WPX) and Golar LNG Ltd. (GLNG).

WPX shares performed well during the period as rising crude oil prices improved the profitability outlook for the company’s oil and gas properties, while the sale of non-core natural gas assets accelerated its deleveraging plan. The company’s multi-year re-positioning towards the higher-margin Permian Basin has coincided with positive drilling results across its acreage position, thereby expanding its prospective drilling inventory and longer-term growth trajectory.

As one of the largest owners of liquefied natural gas (LNG) vessels, GLNG shares benefited from seasonal strength in tanker rates due to a colder than normal winter as well as an increasingly positive structural demand outlook for LNG. Progress on several of the company’s international floating liquefied natural gas (FLNG) projects is enhancing confidence in the relatively unique development strategy, as well as its integrated business model.

Key detractors from the Fund’s performance were Laredo Petroleum Inc. (LPI) and Basic Energy Services Inc. (BAS).

LPI’s negative performance over the period was driven primarily by weak operational execution within its drilling program, with overruns in capital expenditures not translating into higher production and cash flow growth. Furthermore, the company faced margin pressure at the wellhead as crude oil pipeline bottlenecks arose in the Permian Basin and depressed local crude oil prices relative to international benchmarks.

 

 

5      OPPENHEIMER STEELPATH PANORAMIC FUND


BAS shares experienced declines during the period stemming from a weaker near-term margin backdrop for its well completions business, which suffered from the combination of increased competition and volatile demand for oilfield services. The company has undertaken a strategic realignment aimed at improving profitability and free cash flow largely through improved utilization of its assets.

OUTLOOK

While we believe that 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. We believe 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.

 

 

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Brian Watson, CFA

Portfolio Manager

LOGO   LOGO
  Cory Garcia
  Portfolio Manager
 

 

6      OPPENHEIMER STEELPATH PANORAMIC FUND


Top Holdings and Allocations

 

TOP TEN COMMON STOCK HOLDINGS

 

ConocoPhillips      6.2
Concho Resources, Inc.      6.1  
WPX Energy, Inc.      4.7  
Hess Corp.      4.0  
Enterprise Products Partners LP      3.8  
Halliburton Co.      3.5  
Valero Energy Corp.      3.5  
Oasis Petroleum, Inc.      3.5  
PBF Energy, Inc., Cl. A      3.2  
Pioneer Natural Resources Co.      3.2  

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2018, and are based on net assets.

TOP COMMON STOCK INDUSTRIES

 

Oil, Gas & Consumable Fuels      79.3
Energy Equipment & Services      14.2  
Chemicals      5.5  

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2018, and are based on net assets.

 

 

SECTOR ALLOCATION

 

         LOGO

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2018, and are based on total market value of common stock.

For more current Fund holdings, please visit oppenheimerfunds.com.

 

7      OPPENHEIMER STEELPATH PANORAMIC FUND


Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 10/31/18

 

    

 

Inception
Date

                                                      1-Year    

 

Since
Inception

 
Class A (EESAX)      11/18/15        -5.73     -3.08
Class C (EESCX)      11/18/15        -6.30       -3.76  
Class I (EESIX)      11/18/15        -5.11       -2.61  
Class R (EESRX)      11/18/15        -5.91       -3.25  
Class Y (EESYX)      11/18/15        -5.33       -2.80  

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 10/31/18

 

    

 

Inception
Date

                                                      1-Year     Since
Inception
 
Class A (EESAX)      11/18/15        -11.15     -5.01
Class C (EESCX)      11/18/15        -7.23       -3.76  
Class I (EESIX)      11/18/15        -5.11       -2.61  
Class R (EESRX)      11/18/15        -5.91       -3.25  
Class Y (EESYX)      11/18/15        -5.33       -2.80  

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

The Fund’s performance is compared to the performance of the S&P 500 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 views in the Fund Performance Discussion represent the opinions of this Fund’s portfolio manager(s) and are not intended as investment advice or to predict or depict the performance of any investment. These views are as of the close of business on October 31, 2018, and are

 

8      OPPENHEIMER STEELPATH PANORAMIC FUND


subject to change based on subsequent developments. The Fund’s portfolio and strategies are subject to change.

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.

 

9      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, 2018.

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, 2018” 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.

 

10      OPPENHEIMER STEELPATH PANORAMIC FUND


Actual   

Beginning

Account

Value

May 1, 2018

    

Ending

Account

Value

October 31, 2018

  

Expenses

Paid During

6 Months Ended
October 31, 2018            

Class A     $ 1,000.00       $ 858.30       $ 7.29  
Class C      1,000.00        855.40              10.82           
Class I      1,000.00        861.30        5.18  
Class R      1,000.00        857.30        8.47  
Class Y      1,000.00        859.90        6.12  
Hypothetical         
(5% return before expenses)         
Class A      1,000.00        1,017.39        7.91  
Class C      1,000.00        1,013.61        11.74  
Class I      1,000.00        1,019.66        5.62  
Class R      1,000.00        1,016.13        9.19  
Class Y      1,000.00        1,018.65        6.64  

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended October 31, 2018 are as follows:

 

Class    Expense Ratios              
Class A      1.55
Class C      2.30      
Class I      1.10  
Class R      1.80  
Class Y      1.30  

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

 

11      OPPENHEIMER STEELPATH PANORAMIC FUND


STATEMENT OF INVESTMENTS October 31, 2018

 

      Shares      Value  
Common Stocks—99.0%

 

        
Energy—93.5%                  
Energy Equipment & Services—14.2%

 

Baker Hughes a GE Co.      10,348      $ 276,188  
Basic Energy Services, Inc.1      39,345        305,711  
Cactus, Inc., Cl. A1      14,771        494,238  
CES Energy Solutions Corp.      110,519        292,994  
Halliburton Co.      19,305        669,497  
Keane Group, Inc.1      21,576        271,210  
Schlumberger Ltd.      5,100        261,681   
TETRA Technologies, Inc.1      51,451        152,809  
     

 

 

 

       

 

2,724,328

 

 

 

Oil, Gas & Consumable Fuels—79.3%

 

Anadarko Petroleum Corp.      11,266        599,351  
ARC Resources Ltd.      21,772        202,761  
Ardmore Shipping Corp.1      46,402        299,757  
Calumet Specialty Products Partners LP1,2      39,053        181,206  
Cimarex Energy Co.      2,331        185,244  
Concho Resources, Inc.1      8,410              1,169,747  
ConocoPhillips      17,005        1,188,649  
Delek US Holdings, Inc.      7,082        260,051  
Energy Transfer LP2      37,080        576,223  
Enterprise Products Partners LP2      27,474        736,853  
EOG Resources, Inc.      3,553        374,273  
Golar LNG Ltd.      15,776        422,481  
Gulfport Energy Corp.1      32,993        300,566  
Hess Corp.      13,259        761,067  
Laredo Petroleum, Inc.1      65,204        341,669  
Marathon Petroleum Corp.      7,113        501,111  
Newfield Exploration Co.1      14,196        286,759  
Oasis Petroleum, Inc.1      66,223        666,203  
Parsley Energy, Inc., Cl. A1      23,334        546,482  
      Shares     Value  
Oil, Gas & Consumable Fuels (Continued)

 

PBF Energy, Inc., Cl. A      14,649     $ 613,061  
PDC Energy, Inc.1      10,837       460,031  
Pioneer Natural Resources Co.      4,111       605,427  
Range Resources Corp.      16,745       265,408  
Scorpio Tankers, Inc.      124,659       223,140  
Seven Generations Energy Ltd., Cl. A1      20,650       221,331  
Shell Midstream Partners LP2      15,381       314,388  
Tallgrass Energy LP, Cl. A      13,775       299,744  
Targa Resources Corp.      4,510       233,032  
Teekay LNG Partners LP2      13,505       191,906  
Valero Energy Corp.      7,326       667,325  
Williams Cos., Inc. (The)      24,296       591,122  
WPX Energy, Inc.1      55,646       892,562  
    

 

 

 

      

 

15,178,930

 

 

 

Materials—5.5%                 
Chemicals—5.5%     
DowDuPont, Inc.      7,025       378,788  
LyondellBasell Industries NV, Cl. A      2,076       185,325  
W.R. Grace & Co.      7,499       485,860  
    

 

 

 

       1,049,973   
    

 

 

 

Total Common Stocks     

(Cost $19,819,719)

 

      

 

18,953,231

 

 

 

Investment Company—0.3%

 

       

Oppenheimer Institutional Government Money Market Fund, Cl. E, 2.12%3,4 (Cost $63,271)

 

    

 

63,271

 

 

 

   

 

63,271

 

 

 

Total Investments, at Value (Cost $19,882,990)      99.3           19,016,502  
Net Other Assets (Liabilities)      0.7       125,646  
Net Assets      100.0   $ 19,142,148  
                
 

 

12      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

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 a related investment adviser. Transactions during the reporting period in which the issuer was an affiliate are as follows:

 

     

Shares

October 31, 2017

   Gross
Additions
     Gross
Reductions
 

Shares

October 31, 2018

Investment Company           
Oppenheimer Institutional Government Money Market Fund, Cl. E             7,352,503        7,289,232        63,271  
      Value    Income     

Realized

Gain (Loss)

 

Change in
Unrealized

Gain (Loss)

Investment Company           
Oppenheimer Institutional Government Money Market Fund, Cl. E    $     63,271      $             4,210      $     $             —  

See accompanying Notes to Financial Statements.

 

13      OPPENHEIMER STEELPATH PANORAMIC FUND


STATEMENT OF ASSETS AND LIABILITIES October 31, 2018

 

Assets         
Investments, at value—see accompanying statement of investments:   
Unaffiliated companies (cost $19,819,719)    $         18,953,231  
Affiliated companies (cost $63,271)      63,271  
  

 

 

 

       19,016,502  
Cash      100,000   
Receivables and other assets:   
Dividends      29,463  
Shares of beneficial interest sold      2,348  
Other      45,168  
  

 

 

 

Total assets

 

    

 

19,193,481

 

 

 

Liabilities         
Payables and other liabilities:   
Trustees’ compensation      5,943  
Shareholder communications      4,302  
Distribution and service plan fees      4,044  
Other      37,044  
  

 

 

 

Total liabilities

 

    

 

51,333

 

 

 

 

Net Assets

   $ 19,142,148  
  

 

 

 

  
Composition of Net Assets         
Par value of shares of beneficial interest    $ 2,103  
Additional paid-in capital      21,361,641  
Total accumulated loss      (2,221,596
  

 

 

 

Net Assets    $ 19,142,148  
  

 

 

 

 

14      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

Net Asset Value Per Share         
Class A Shares:          
Net asset value and redemption price per share (based on net assets of $14,360,128 and 1,575,441 shares of beneficial interest outstanding)      $9.11    
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)      $9.67    
Class C Shares:          
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $1,338,918 and 149,932 shares of beneficial interest outstanding)      $8.93    
Class I Shares:          
Net asset value, redemption price and offering price per share (based on net assets of $9,196 and 1,000 shares of beneficial interest outstanding)      $9.20    
Class R Shares:          
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $1,406,557 and 155,059 shares of beneficial interest outstanding)      $9.07    
Class Y Shares:          
Net asset value, redemption price and offering price per share (based on net assets of $2,027,349 and 221,130 shares of beneficial interest outstanding)      $9.17    

See accompanying Notes to Financial Statements.

 

15      OPPENHEIMER STEELPATH PANORAMIC FUND


STATEMENT

OF OPERATIONS For the Year Ended October 31, 2018

 

 

Investment Income

        
Dividends:   
Unaffiliated companies (net of foreign withholding taxes of $1,501)    $ 233,227  
Affiliated companies      4,210  
Interest      354  
  

 

 

 

Total investment income

 

    

 

237,791

 

 

 

 

Expenses

        
Management fees      213,072  
Distribution and service plan fees:   
Class A      14,877  
Class C      14,986  
Class R      7,426  
Transfer and shareholder servicing agent fees:   
Class A      32,562  
Class C      2,998  
Class I      4  
Class R      3,039  
Class Y      3,740  
Shareholder communications:   
Class A      11,373  
Class C      3,911  
Class R      4,194  
Class Y      859  
Registration fees      82,140  
Legal, auditing and other professional fees      57,604  
Trustees’ compensation      7,231  
Custodian fees and expenses      2,871  
Borrowing fees      691  
Other      4,288  
  

 

 

 

Total expenses      467,866  
Less waivers and reimbursements of expenses      (126,560
  

 

 

 

Net expenses

 

    

 

341,306

 

 

 

 

Net Investment Loss

 

  

 

 

 

 

(103,515

 

 

 

 

Realized and Unrealized Gain (Loss)

        
Net realized gain (loss) on:   
Investment transactions in unaffiliated companies      (993,877
Foreign currency transactions      480  
  

 

 

 

Net realized loss      (993,397
Net change in unrealized appreciation/(depreciation) on investment transactions in unaffiliated companies      (349,865
Net Decrease in Net Assets Resulting from Operations    $       (1,446,777 ) 
  

 

 

 

See accompanying Notes to Financial Statements.

 

16      OPPENHEIMER STEELPATH PANORAMIC FUND


STATEMENTS OF CHANGES IN NET ASSETS

 

     Year Ended
October 31, 2018
  Year Ended
    October 31, 20171
 

 

Operations

                
Net investment loss    $ (103,515   $ (3,824
Net realized gain (loss)      (993,397     140,683  
Net change in unrealized appreciation/(depreciation)      (349,865     (1,705,883
  

 

 

 

Net decrease in net assets resulting from operations

 

    

 

(1,446,777

 

 

   

 

(1,569,024

 

 

 

Dividends and/or Distributions to Shareholders

                
Dividends and distributions declared:     
Class A      (8,907      
Class C             
Class I      (42      
Class R             
Class Y      (5,046      
  

 

 

 

Total dividends and distributions declared

 

    

 

(13,995

 

 

   

 

 

 

 

 

Beneficial Interest Transactions

                
Net increase in net assets resulting from beneficial interest transactions:     
Class A      825,802       1,977,882  
Class C      21,881       875,743  
Class I             
Class R      224,003       753,416  
Class Y      947,357       810,399  
  

 

 

 

Total beneficial interest transactions

 

    

 

2,019,043

 

 

 

   

 

4,417,440

 

 

 

Net Assets                 
Total increase      558,271       2,848,416  
Beginning of period            18,583,877       15,735,461  
  

 

 

 

End of period    $ 19,142,148     $       18,583,877  
  

 

 

 

1. Prior period amounts have been conformed to current year presentation. See Notes to Financial Statements, Note 2– New Accounting Pronouncements for further details.

See accompanying Notes to Financial Statements.

 

17      OPPENHEIMER STEELPATH PANORAMIC FUND


FINANCIAL HIGHLIGHTS

 

Class A          Year Ended
October 31,
2018
  

Year Ended

October 31,
2017

     Period
Ended
October 31,
2016
1
 

 

Per Share Operating Data

                          
Net asset value, beginning of period      $9.67        $10.17        $10.00  
Income (loss) from investment operations:         
Net investment income (loss)2      (0.04)        0.003        (0.02)  
Net realized and unrealized gain (loss)      (0.51)        (0.50)        0.19  
  

 

 

 

Total from investment operations      (0.55)        (0.50)        0.17  
Dividends and/or distributions to shareholders:         
Dividends from net investment income      (0.01)        0.00        (0.00)3  
Net asset value, end of period      $9.11        $9.67        $10.17  
  

 

 

 

  
Total Return, at Net Asset Value4      (5.73)%        (4.92)%        1.71%  
        

 

Ratios/Supplemental Data

                          
Net assets, end of period (in thousands)      $14,360        $14,635        $13,821  
Average net assets (in thousands)      $16,370        $16,093        $10,936  
Ratios to average net assets:5         
Net investment income (loss)      (0.44)%        0.03%        (0.20)%  
Expenses excluding specific expenses listed below      2.09%        2.16%        2.19%  
Interest and fees from borrowings      0.00%6        0.00%6        0.00%  
  

 

 

 

Total expenses7      2.09%        2.16%        2.19%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.55%        1.55%        1.55%  
Portfolio turnover rate      48%        38%        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. Less than 0.005%.

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

 

  Year Ended October 31, 2018      2.09
  Year Ended October 31, 2017      2.16
  Period Ended October 31, 2016      2.20

See accompanying Notes to Financial Statements.

 

18      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

Class C          Year Ended
October 31,
2018
  

Year Ended

October 31,
2017

     Period
Ended
October 31,
2016
1
 

 

Per Share Operating Data

                          
Net asset value, beginning of period      $9.53        $10.11        $10.00  
Income (loss) from investment operations:         
Net investment loss2      (0.12)        (0.07)        (0.08)  
Net realized and unrealized gain (loss)      (0.48)        (0.51)        0.19  
  

 

 

 

Total from investment operations      (0.60)        (0.58)        0.11  
Dividends and/or distributions to shareholders:         
Dividends from net investment income      0.00        0.00        0.00  
Net asset value, end of period      $8.93        $9.53        $10.11  
  

 

 

 

  
Total Return, at Net Asset Value3      (6.30)%        (5.74)%        1.10%  
        

 

Ratios/Supplemental Data

                          
Net assets, end of period (in thousands)      $1,339        $1,418        $777  
Average net assets (in thousands)      $1,506        $1,558        $362  
Ratios to average net assets:4         
Net investment loss      (1.19)%        (0.68)%        (0.90)%  
Expenses excluding specific expenses listed below      3.19%        3.28%        3.32%  
Interest and fees from borrowings      0.00%5        0.00%5        0.00%  
  

 

 

 

Total expenses6      3.19%        3.28%        3.32%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      2.30%        2.30%        2.30%  
Portfolio turnover rate      48%        38%        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. Less than 0.005%.

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

 

  Year Ended October 31, 2018      3.19
  Year Ended October 31, 2017      3.28
  Period Ended October 31, 2016      3.33

See accompanying Notes to Financial Statements.

 

19      OPPENHEIMER STEELPATH PANORAMIC FUND


FINANCIAL HIGHLIGHTS Continued

 

Class I          Year Ended
October 31,
2018
  

Year Ended

October 31,
2017

     Period
Ended
October 31,
2016
1
 

 

Per Share Operating Data

                          
Net asset value, beginning of period      $9.74        $10.21        $10.00  
Income (loss) from investment operations:         
Net investment income2      0.003        0.05        0.02  
Net realized and unrealized gain (loss)      (0.50)        (0.52)        0.20  
  

 

 

 

Total from investment operations      (0.50)        (0.47)        0.22  
Dividends and/or distributions to shareholders:         
Dividends from net investment income      (0.04)        0.00        (0.01)  
Net asset value, end of period      $9.20        $9.74        $10.21  
  

 

 

 

  
Total Return, at Net Asset Value4      (5.11)%        (4.60)%        2.16%  
        

 

Ratios/Supplemental Data

                          
Net assets, end of period (in thousands)      $9        $10        $10  
Average net assets (in thousands)      $10        $10        $9  
Ratios to average net assets:5         
Net investment income      0.02%        0.49%        0.24%  
Expenses excluding specific expenses listed below      1.74%        1.79%        1.89%  
Interest and fees from borrowings      0.00%6        0.00%6        0.00%  
  

 

 

 

Total expenses7      1.74%        1.79%        1.89%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.10%        1.10%        1.10%  
Portfolio turnover rate      48%        38%        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. Less than 0.005%.

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

 

  Year Ended October 31, 2018      1.74
  Year Ended October 31, 2017      1.79
  Period Ended October 31, 2016      1.90

See accompanying Notes to Financial Statements.

 

20      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

Class R   

Year Ended

October 31,

2018

    

Year Ended

October 31,

2017

    

Period

Ended

October 31,

20161

 

 

Per Share Operating Data

                          
Net asset value, beginning of period      $9.64        $10.17        $10.00  
Income (loss) from investment operations:         
Net investment loss2      (0.07)        (0.00)3        (0.03)  
Net realized and unrealized gain (loss)      (0.50)        (0.53)        0.20  
        
Total from investment operations      (0.57)        (0.53)        0.17  
Dividends and/or distributions to shareholders:         
Dividends from net investment income      0.00        0.00        0.00  
Net asset value, end of period      $9.07        $9.64        $10.17  
        
        
Total Return, at Net Asset Value4      (5.91)%        (5.21)%        1.70%  
        

 

Ratios/Supplemental Data

                          
Net assets, end of period (in thousands)      $1,407        $1,267        $638  
Average net assets (in thousands)      $1,531        $1,155        $272  
Ratios to average net assets:5         
Net investment loss      (0.69)%        (0.00)%6        (0.30)%  
Expenses excluding specific expenses listed below      2.68%        2.92%        2.89%  
Interest and fees from borrowings      0.00%6        0.00%6        0.00%  
                          
Total expenses7      2.68%        2.92%        2.89%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.80%        1.80%        1.80%  
Portfolio turnover rate      48%        38%        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. Less than 0.005%.

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

 

  Year Ended October 31, 2018     2.68
  Year Ended October 31, 2017     2.92
  Period Ended October 31, 2016     2.90

See accompanying Notes to Financial Statements.

 

21      OPPENHEIMER STEELPATH PANORAMIC FUND


FINANCIAL HIGHLIGHTS Continued

 

Class Y   

Year Ended

October 31,

2018

   

Year Ended

October 31,

2017

   

Period

Ended

October 31,

20161

 

 

Per Share Operating Data

                        
Net asset value, beginning of period      $9.71       $10.20       $10.00  
Income (loss) from investment operations:       
Net investment income (loss)2      (0.02)       0.02       0.01  
Net realized and unrealized gain (loss)      (0.50)       (0.51)       0.19  
                        
Total from investment operations      (0.52)       (0.49)       0.20  
Dividends and/or distributions to shareholders:       
Dividends from net investment income      (0.02)       0.00       (0.00)3  
Net asset value, end of period      $9.17       $9.71       $10.20  
                        
      
Total Return, at Net Asset Value4      (5.33)%       (4.80)%       2.05%  
      

 

Ratios/Supplemental Data

                        
Net assets, end of period (in thousands)      $2,027       $1,254       $489  
Average net assets (in thousands)      $1,892       $968       $328  
Ratios to average net assets:5       
Net investment income (loss)      (0.19)%       0.21%       0.06%  
Expenses excluding specific expenses listed below      1.96%       2.17%       2.18%  
Interest and fees from borrowings      0.00%6       0.00%6       0.00%  
                        
Total expenses7      1.96%       2.17%       2.18%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.30%       1.30%       1.30%  
Portfolio turnover rate      48%       38%       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. Less than 0.005%.

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

 

  Year Ended October 31, 2018      1.96
  Year Ended October 31, 2017      2.17
  Period Ended October 31, 2016      2.19

See accompanying Notes to Financial Statements.

 

22      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS October 31, 2018

 

 

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 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 and Class R shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“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.

Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1) Value of investment securities, other assets and liabilities — at the exchange rates prevailing at market close as described in Note 3.

(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets and the values are presented at the foreign exchange rates at market close, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments shown in the Statement of Operations.

For securities, which are subject to foreign withholding tax upon disposition, realized and unrealized gains or losses on such securities are recorded net of foreign withholding tax.

Reported net realized foreign exchange gains or losses arise from sales of foreign

 

23      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

2. Significant Accounting Policies (Continued)

 

currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims recorded on the Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate.

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 determined 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 have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the securities received. Withholding taxes on foreign dividends, if any, and capital gains taxes on foreign investments, if any, have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations. Interest income, if any, 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 2.00%. The “Reduction to custodian expenses” line item, if applicable,

 

24      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

2. Significant Accounting Policies (Continued)

 

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 $5. 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, 2018, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

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.

 

Total Distributable

Earnings1

   Accumulated
Loss
Carryforward2,3,4
     Net Unrealized
Depreciation
Based on cost of
Securities and
Other Investments
for Federal Income
Tax Purposes
 
$—      $1,147,920        $849,433  

1. At period end, the Fund elected to defer $51,847 of late year ordinary losses.

2. At period end, the Fund had $1,147,920 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions.

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

4. During the previous reporting period, the Fund utilized $223,519 of capital loss carryforward to offset capital gains

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

 

25      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

2. Significant Accounting Policies (Continued)

 

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
Loss

 
$19,564      $19,564  

The tax character of distributions paid during the reporting periods:

 

      Year Ended
October 31, 2018
     Year Ended
October 31, 2017
 
Distributions paid from:      
Ordinary income    $ 13,995      $  

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     $       19,865,932  
  

 

 

 

Gross unrealized appreciation     $ 1,993,373  
Gross unrealized depreciation      (2,842,806
  

 

 

 

Net unrealized depreciation     $ (849,433 ) 
  

 

 

 

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.

New Accounting Pronouncements. In March 2017, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), ASU 2017-08. This provides guidance related to the amortization period for certain purchased callable debt securities held at a premium. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Manager is evaluating the impacts of these changes on the financial statements.

During August 2018, the Securities and Exchange Commission (the “SEC”) issued Final

 

26      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

2. Significant Accounting Policies (Continued)

 

Rule Release No. 33-10532 (the “Rule”), Disclosure Update and Simplification. The rule amends certain financial statement disclosure requirements to conform to U.S. GAAP. The amendments to Rule 6-04.17 of Regulation S-X (balance sheet) remove the requirement to separately state the book basis components of net assets: undistributed (over-distribution of) net investment income (“UNII”), accumulated undistributed net realized gains (losses), and net unrealized appreciation (depreciation) at the balance sheet date. Instead, consistent with U.S. GAAP, funds will be required to disclose total distributable earnings. The amendments to Rule 6-09 of Regulation S-X (statement of changes in net assets) remove the requirement to separately state the sources of distributions paid. Instead, consistent with U.S. GAAP, funds will be required to disclose the total amount of distributions paid, except that any tax return of capital must be separately disclosed. The amendments also remove the requirement to parenthetically state the book basis amount of UNII on the statement of changes in net assets. The requirements of the Rule are effective November 5, 2018, and the Funds’ Statement of Assets and Liabilities and Statement of Changes in Net Assets for the current reporting period have been modified accordingly. In addition, certain amounts within each Fund’s Statement of Changes in Net Assets for the prior fiscal period have been modified to conform to the Rule.

 

 

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 least quarterly or more frequently, if necessary.

Valuation Methods and Inputs

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

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

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

 

27      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

3. Securities Valuation (Continued)

 

Over-the-counter equity securities are valued at the last published sale price, or if no sales occurred, at the mean between the quoted bid and asked prices. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the time when the Fund’s assets are valued.

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

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

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs may be used in determining the value of each of the Fund’s investments as of the reporting period end.

These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

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

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

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

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

The Fund classifies each of its investments in investment companies which are publicly

 

28      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

3. Securities Valuation (Continued)

 

offered as Level 1. Investment companies that are not publicly offered, if any, are classified as Level 2 in the fair value hierarchy.

The table below categorizes amounts 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

   $         17,903,258      $      $      $             17,903,258  

 Materials

     1,049,973                      1,049,973  
Investment Company      63,271                      63,271  
  

 

 

 

Total Assets    $ 19,016,502      $      $      $ 19,016,502   
  

 

 

 

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

For the reporting period, there were no transfers between levels.

 

 

4. Investments and Risks

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

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

Investments in Money Market Instruments. The Fund is permitted to invest its free cash balances in money market instruments to provide liquidity or for defensive purposes. The Fund may invest in money market instruments by investing in Class E shares of Oppenheimer Institutional Government Money Market Fund (“IGMMF”), which is an Affiliated Fund. IGMMF is regulated as a money market fund under the 1940 Act, as amended. The Fund may also

 

29      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

4. Investments and Risks (Continued)

 

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,

 

30      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

4. Investments and Risks (Continued)

 

and directors or employees. The related party owned 47% 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:

 

31      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

6. Shares of Beneficial Interest (Continued)

 

             Year Ended October 31, 2018           Year Ended October 31, 2017  
     Shares       Amount     Shares         Amount  
Class A                                 
Sold      680,398     $ 7,166,615       759,278     $ 8,248,064  
Dividends and/or distributions reinvested      355       3,269              
Redeemed      (619,398     (6,344,082     (603,678     (6,270,182
  

 

 

 

Net increase      61,355     $ 825,802       155,600     $ 1,977,882  
  

 

 

 

  
Class C                                 
Sold      65,032     $ 663,397       174,464     $ 1,903,057  
Dividends and/or distributions reinvested                         
Redeemed      (63,813     (641,516     (102,618     (1,027,314
  

 

 

 

Net increase      1,219     $ 21,881       71,846     $ 875,743  
  

 

 

 

        
Class I                                 
Sold          $           $  
Dividends and/or distributions reinvested                         
Redeemed                         
  

 

 

 

Net increase          $           $  
  

 

 

 

        
Class R                                 
Sold      78,752     $ 800,967       119,295     $ 1,255,073  
Dividends and/or distributions reinvested                         
Redeemed      (55,198     (576,964     (50,566     (501,657
  

 

 

 

Net increase      23,554     $ 224,003       68,729     $ 753,416  
  

 

 

 

        
Class Y                                 
Sold      111,548     $ 1,155,191       182,564     $ 1,961,114  
Dividends and/or distributions reinvested      538       4,988              
Redeemed      (20,040     (212,822     (101,454     (1,150,715
  

 

 

 

Net increase      92,046     $ 947,357       81,110     $ 810,399  
  

 

 

 

 

 

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    $ 11,956,253        $ 10,025,199  

 

 

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:

 

32      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

8. Fees and Other Transactions with Affiliates (Continued)

 

 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 Asset Management, Inc. (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, which shall be calculated after any applicable fee waivers. 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.

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 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

 

33      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

8. Fees and Other Transactions with Affiliates (Continued)

 

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.

 

            Class A      Class C      Class R  
     Class A      Contingent      Contingent      Contingent  
     Front-End      Deferred      Deferred      Deferred  
     Sales Charges      Sales Charges      Sales Charges      Sales Charges  
     Retained by      Retained by      Retained by      Retained by  
Year Ended    Distributor      Distributor      Distributor      Distributor  
October 31, 2018      $4,953        $21        $37        $—  

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 any applicable dividend expense, taxes, interest and fees from borrowing, any subsidiary expenses, Acquired Fund Fees and Expenses, brokerage commissions, unusual and infrequent expenses and certain other Fund expenses) so that, as percentages of average daily net assets, those expenses will not exceed the annual rate of 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 fees and/or reimbursed the Fund as follows:

 

34      OPPENHEIMER STEELPATH PANORAMIC FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

8. Fees and Other Transactions with Affiliates (Continued)

 

Class A    $ 86,693  
Class C      13,211  
Class I      67  
Class R      13,413  
Class Y      12,426  

This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

Effective for the period January 1, 2017 through December 31, 2017, the Transfer Agent voluntarily waived and/or reimbursed Fund expenses in an amount equal to 0.015% of average annual net assets for Classes A, C, R and Y.

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

 

Class A    $ 382  
Class C      37  
Class R      33  
Class Y      34  

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 $264 for IGMMF management fees. This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

 

 

9. Borrowings and Other Financing

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a $1.95 billion revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with atypical redemption activity. Expenses and fees related to the Facility are paid by the participating funds and are disclosed separately or as other expenses on the Statement of Operations. The Fund did not utilize the Facility during the reporting period.

 

 

10. Pending Acquisition

On October 18, 2018, Massachusetts Mutual Life Insurance Company (“MassMutual”), an indirect corporate parent of the Manager announced that it has entered into a definitive agreement, whereby Invesco Ltd. (“Invesco”), a global investment management company, will acquire the Manager. As of the time of the announcement, the transaction is expected to close in the second quarter of 2019, pending necessary regulatory and other third-party approvals. This is subject to change.

 

35      OPPENHEIMER STEELPATH PANORAMIC FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Shareholders and Board of Trustees

Oppenheimer SteelPath Panoramic Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Oppenheimer SteelPath Panoramic Fund (the “Fund”), including the statement of investments, as of October 31, 2018, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two year period then ended, and the related notes (collectively, the “financial statements”) and the financial highlights for each of the years in the two year period then ended and the period from November 18, 2015 (commencement of operations) to October 31, 2016. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two year period then ended, and the financial highlights for each of the years in the two year period then ended and the period from November 18, 2015 (commencement of operations) to October 31, 2016, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of October 31, 2018, by correspondence with the custodian and the transfer agent, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

KPMG LLP

We have not been able to determine the specific year that we began serving as the auditor of one or more Oppenheimer Funds investment companies, however we are aware that we have served as the auditor of one or more Oppenheimer Funds investment companies since at least 1969.

Denver, Colorado

December 21, 2018

 

36      OPPENHEIMER STEELPATH PANORAMIC FUND


FEDERAL INCOME TAX INFORMATION Unaudited

 

 

In early 2018, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2017.

None of the dividends paid by the Fund during the reporting period are 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 $217,791 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2018, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

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.

 

37      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 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 managers 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”) (OFI and OFI Global are collectively referred to hereinafter

 

38      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

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, among other 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 their staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Brian Watson and Cory Garcia, the portfolio managers 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 review or renewal of the Fund’s service agreements or service providers. 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. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail equity energy funds. The Board considered that the Fund underperformed its category median for the one-year period. The Board also considered that the Fund was launched on November 18, 2015, and therefore has a short performance history. It further considered the addition of a new portfolio manager to the Fund’s management team effective February 28, 2018 and that it would be prudent to allow the management team more time to develop the Fund’s performance record.

Fees and Expenses of the Fund. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load equity energy funds with comparable asset levels and distribution features. The Board considered that the Fund’s contractual management fee and its total expenses were higher than their respective peer group medians and category medians. The Board also considered the Fund’s current fee waivers, specifically that (a) the Manager has agreed to waive fees and/or reimburse Fund expenses in an amount equal to the management fees incurred indirectly through the Fund’s investment in funds managed by the Manager or its affiliates, and (b) 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 contractual fee waiver may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board. Finally, the Board considered that OFI Global Asset Management, Inc., an affiliate of the Manager, voluntarily waived and/

 

39      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AGREEMENT Unaudited / Continued

or reimbursed the Fund for transfer agent fees in an amount equal to 0.015% of average annual net assets, and that effective January 1, 2018, after discussions with the Board, the Fund’s transfer agent fee rate was decreased.

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, and information regarding the Manager’s profitability from its relationship with 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.

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, 2019. 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.

 

40      OPPENHEIMER STEELPATH PANORAMIC FUND


PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENT 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.

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.

 

41      OPPENHEIMER STEELPATH PANORAMIC FUND


DISTRIBUTION SOURCES Unaudited

 

 

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

For the most current information, please go to oppenheimerfunds.com. Select your Fund, and scroll down to the ‘Dividends’ table under ‘Analytics’.

 

 Fund Name   

Pay

Date

     Net Income      Net Profit
from Sale
    

Other 

Capital 

Sources 

 Oppenheimer SteelPath Panoramic Fund      10/25/18        100%        0.0%        0.0%  

 

42      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. Each of the Trustees in the chart below oversees 58 portfolios in the OppenheimerFunds complex.

Robert J. Malone,

Chairman of the Board of Trustees (since 2016), Trustee (since 2015)

Year of Birth: 1944

   Chairman - Colorado Market of MidFirst Bank (since January 2015); Chairman of the Board (2012-2016) and Director (August 2005-January 2016) of Jones International University (educational organization); Trustee of the Gallagher Family Foundation (non-profit organization) (2000-2016); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (August 2003-January 2015); Director 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 Member (1984-1999) of Young Presidents Organization. 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 Board’s deliberations.

Andrew J. Donohue,

Trustee (since 2017)

Year of Birth: 1950

   Director, Mutual Fund Directors Forum (since February 2018); Of Counsel, Shearman & Sterling LLP (since September 2017); Chief of Staff of the U.S. Securities and Exchange Commission (regulator) (June 2015-February 2017); Managing Director and Investment Company General Counsel of Goldman Sachs (investment bank) (November 2012-May 2015); Partner at Morgan Lewis & Bockius, LLP (law firm) (March 2011-October 2012); Director of the Division of Investment Management of U.S. Securities and Exchange Commission (regulator) (May 2006-November 2010); Global General Counsel of Merrill Lynch Investment Managers (investment firm) (May 2003-May 2006); General Counsel (October 1991-November 2001) and Executive Vice President (January 1993-November 2001) of OppenheimerFunds, Inc. (investment firm) (June 1991-November 2001). Mr. Donohue has served on the Boards of certain Oppenheimer funds since 2017, 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 Board’s deliberations.

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). 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 Board’s deliberations.

 

43      OPPENHEIMER STEELPATH PANORAMIC FUND


TRUSTEES AND OFFICERS Unaudited / Continued

 

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); Director of the Board (1991-2016), Vice Chairman of the Board (2006-2009) and Chairman of the Board (2010-2013) 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; 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). 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 Board’s deliberations.

Victoria J. Herget,

Trustee (since 2015)

Year of Birth:1951

   Board Chair (2008-2015) and Director (2004-Present) of United Educators (insurance company); Trustee (since 2000) and Chair (2010-2017) of 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). 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 Board’s 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; member, Women’s Investment Management Forum (professional organization) (since inception) and Trustee of Jennies School for Little Children (non-profit) (2011-2014). 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 Board’s deliberations.

 

44      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

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 in Denver and New York offices from 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. 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 Board’s deliberations.

 

INTERESTED TRUSTEE & OFFICER    Mr. Steinmetz is an “Interested Trustee” because he is affiliated with OFI Global Asset Management, Inc. and OppenheimerFunds, Inc. by virtue of his positions as Chairman and director 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. Mr. Steinmetz is an officer of 105 portfolios in the OppenheimerFunds complex.

Arthur P. Steinmetz,

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

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 (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).

 

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 Messrs. Watson and Garcia, 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: 1973

   Senior Portfolio Manager of OFI SteelPath, Inc. (since January 2014); Vice President of OFI SteelPath, Inc. (2012-January 2014). Prior to joining OFI SteelPath, Inc., 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).

Cory Garcia,

Vice President (since 2018)

Year of Birth: 1984

   Vice President and portfolio manager of OFI SteelPath, Inc. (Since January 2018); Senior Research Analyst of OFI SteelPath, Inc. (since August 2015). Equity Research Analyst at Raymond James & Associates with principal coverage of the independent refiners and midstream MLPs (June 2006 - August 2015).

 

45      OPPENHEIMER STEELPATH PANORAMIC FUND


TRUSTEES AND OFFICERS Unaudited / Continued

 

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); Senior Vice President and Deputy General Counsel of OFI Global Asset Management, Inc. (March 2015-February 2016); Chief Legal Officer of OppenheimerFunds, Inc. and OppenheimerFunds Distributor, Inc. (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., OFI Advisors, 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); 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.

Jennifer Foxson,

Vice President and Chief Business Officer (since 2014)

Year of Birth: 1969

   Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of OppenheimerFunds, Inc. (January 1998-March 2006); Assistant Vice President of OppenheimerFunds, Inc. (October 1991-December 1998).

Mary Ann Picciotto,

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

Year of Birth: 1973

   Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since March 2014); Chief Compliance Officer of OppenheimerFunds, Inc., OFI SteelPath, Inc., 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).

Brian S. Petersen,

Treasurer and Principal Financial & Accounting Officer (since 2016)

Year of Birth: 1970

   Senior Vice President of OFI Global Asset Management, Inc. (since January 2017); Vice President of OFI Global Asset Management, Inc. (January 2013-January 2017); Vice President of OppenheimerFunds, Inc. (February 2007-December 2012); Assistant Vice President of OppenheimerFunds, Inc. (August 2002-2007).

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).

 

46      OPPENHEIMER STEELPATH PANORAMIC FUND


OPPENHEIMER STEELPATH PANORAMIC FUND

 

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

 

 

 

© 2018 OppenheimerFunds, Inc. All rights reserved.

 

47      OPPENHEIMER STEELPATH PANORAMIC FUND


PRIVACY 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 non-public personal information about our shareholders from the following sources:

 

·  

Applications or other forms.

 

·  

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

 

·  

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

 

·  

Your transactions with us, our affiliates or others.

 

·  

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

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

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

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

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

 

48      OPPENHEIMER STEELPATH PANORAMIC FUND


    

 

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 conducted via our websites, including redemptions, exchanges and purchases, are secured by the highest encryption standards available. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.

 

·  

Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.

 

·  

You can exit the secure area by closing your browser or, for added security, you can use the Log Out button before you close your browser.

Other Security Measures

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

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. Strengthening your online credentials–your online security profile–typically your user name, password, and security questions and answers, can be one of your most important lines of defense on the Internet. For additional information on how you can help prevent identity theft, visit https://www. oppenheimerfunds.com/security.

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated as of November 2017. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com, write to us at P.O. Box 5270, Denver, CO 80217-5270, or call us at 800 CALL OPP (225 5677).

 

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55      OPPENHEIMER STEELPATH PANORAMIC FUND


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Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

225 Liberty Street, New York, NY 10281-1008

© 2018 OppenheimerFunds Distributor, Inc. All rights reserved.

 

RA2437.001.1018 December 21, 2018


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 Karen L. Stuckey, the Chairwoman of the Board’s Audit Committee, is the audit committee financial expert and that Ms. Stuckey 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 $22,700 in fiscal 2018 and $22,300 in fiscal 2017.

 

(b)

Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $3,500 in fiscal 2018 and $3,500 in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed $297,836 in fiscal 2018 and $386,986 in fiscal 2017 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: Internal control reviews, GIPS attestation procedures, incremental and additional audit services.

 

(c)

Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $3,819 in fiscal 2018 and no such fees in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed $534,826 in fiscal 2018 and $286,402 in fiscal 2017 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 2018 and no such fees in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2018 and no such fees in fiscal 2017 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 $839,981 in fiscal 2018 and $676,888 in fiscal 2017 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 10/31/2018, 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

 

(a)

(1) Exhibit attached hereto.

(2) Exhibits 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:

  12/21/2018

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:

  12/21/2018

 

By:

  /s/ Brian S. Petersen
 

 

  Brian S. Petersen
  Principal Financial Officer

Date:

  12/21/2018