UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANIES
Investment Company Act file number 811-22137
Oppenheimer Master Loan Fund, LLC
(Exact name of registrant as specified in charter)
6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip code)
(Address of principal executive offices) (Zip code)
Arthur S. Gabinet
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)
Registrant’s telephone number, including area code: (303) 768-3200
Date of fiscal year end: September 30
Date of reporting period: 3/30/2012
Item 1. Reports to Stockholders.
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March 31, 2012 Oppenheimer Management Master Loan Commentary and Fund, LLC Semiannual Report M A N A G E M E N T C O M M E N TA R Y An Interview with Your Fund’s Portfolio Managers S E M I A N N U A L R E P O RT Listing of Top Holdings Financial Statements |
TOP HOLDINGS AND ALLOCATIONS
Top Ten Corporate Loan Industries | ||||
Media | 15.5 | % | ||
Commercial Services & Supplies | 9.3 | |||
Hotels, Restaurants & Leisure | 7.1 | |||
Health Care Providers & Services | 5.9 | |||
Chemicals | 4.2 | |||
Electrical Equipment | 4.0 | |||
Aerospace & Defense | 3.7 | |||
Health Care Equipment & Supplies | 3.4 | |||
Electric Utilities | 2.5 | |||
Auto Components | 2.5 |
Portfolio holdings and allocations are subject to change. Percentages are as of March 30, 2012, and are based on net assets.
Credit Rating Breakdown | NRSRO Only Total | |||
AAA | 2.1 | % | ||
BBB | 0.9 | |||
BB | 35.8 | |||
B | 53.9 | |||
CCC | 5.6 | |||
Unrated | 1.7 | |||
Total | 100.0 | % |
The percentages above are based on the market value of the Fund’s securities as of March 30, 2012, and are subject to change. Except for securities labeled “Unrated,” and except for certain securities issued or guaranteed by a foreign sovereign, all securities have been rated by at least one Nationally Recognized Statistical Rating Organization (“NRSRO”), such as Standard & Poor’s (“S&P”). For securities rated only by an NRSRO other than S&P, OppenheimerFunds, Inc. converts that rating to the equivalent S&P rating. If two or more NRSROs have assigned a rating to a security, the highest S&P equivalent rating is used. Unrated securities issued or guaranteed by a foreign sovereign are assigned a credit rating equal to the highest NRSRO rating assigned to that foreign sovereign. Fund assets invested in Oppenheimer Institutional Money Market Fund are assigned that fund’s S&P rating, which is currently AAA. For the purposes of this table, “investment-grade” securities are securities rated within the NRSROs’ four highest rating categories, which include AAA, AA, A and BBB. Unrated securities do not necessarily indicate low credit quality, and may or may not be the equivalent of investment-grade. Please consult the Fund’s prospectus and Statement of Additional Information for further information.
6 | OPPENHEIMER MASTER LOAN FUND, LLC
NOTES
Shares of Oppenheimer Master Loan Fund, LLC are issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the Securities Act of 1933 (the “Securities Act”), as amended. Investments in the Fund may only be made by certain “accredited investors” within the meaning of Regulation D under the Securities Act, including other investment companies. This report does not constitute an offer to sell, or the solicitation of an offer to buy, any interests in the Fund.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.
The Fund commenced operations on 10/31/07.
An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.
7 | OPPENHEIMER MASTER LOAN FUND, LLC
FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur ongoing costs, including management 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 March 30, 2012.
Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio, and an assumed rate of return of 5% per year before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in the Statement of Additional Information). 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.
8 | OPPENHEIMER MASTER LOAN FUND, LLC
Beginning | Ending | Expenses | ||||||||||
Account | Account | Paid During | ||||||||||
Value | Value | 6 Months Ended | ||||||||||
October 1, 2011 | March 30, 2012 | March 30, 2012 | ||||||||||
Actual | ||||||||||||
$ | 1,000.00 | $ | 1,072.70 | $ | 1.70 | |||||||
Hypothetical (5% return before expenses) | ||||||||||||
1,000.00 | 1,023.22 | 1.66 |
Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). The annualized expense ratio, excluding indirect expenses from affiliated fund, based on the 6-month period ended March 30, 2012 is as follows:
Expense Ratio 0.33% |
The expense ratio reflects reduction to voluntary waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Financial Highlights” table in the Fund’s financial statements, included in this report, also shows the gross expense ratio, without such waivers or reimbursements and reduction to custodian expenses, if applicable.
9 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF INVESTMENTS March 30, 2012* / Unaudited
Principal | ||||||||
Amount | Value | |||||||
Corporate Loans—96.8% | ||||||||
Consumer Discretionary—32.3% | ||||||||
Auto Components—2.5% | ||||||||
Allison Transmission, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 3.75%, 8/7/171 | $ | 20,241,547 | $ | 20,149,832 | ||||
FleetPride Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.75%, 12/6/171 | 6,000,000 | 6,060,000 | ||||||
Metaldyne LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 5/18/171 | 5,544,000 | 5,560,172 | ||||||
Remy International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.25%, 12/16/161 | 3,533,407 | 3,551,074 | ||||||
Schaeffler AG, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche C2, 4.75%, 1/27/171 | 4,965,000 | 4,994,169 | ||||||
TI Group Auto Systems LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.623%, 3/1/191 | 4,055,000 | 4,082,878 | ||||||
Transtar Industries, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 12/21/161 | 3,110,625 | 3,110,625 | ||||||
UCI International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 7/26/171 | 3,801,875 | 3,825,637 | ||||||
51,334,387 | ||||||||
Automobiles—0.0% | ||||||||
Chrysler LLC, Sr. Sec. Credit Facilities Term Loan, Tranche B1, 5.333%, 8/3/132 | 8,905,472 | 44,750 | ||||||
Distributors—1.7% | ||||||||
General Nutrition Centers, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 3/2/181 | 5,205,000 | 5,202,819 | ||||||
Leslie’s Poolmart, Inc., Sr. Sec. Credit Facilities Term Loan, 4.50%, 11/21/161 | 8,640,625 | 8,635,224 | ||||||
Rite Aid Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche 5, 4.50%, 3/3/181 | 6,108,493 | 6,049,320 | ||||||
Savers, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 3/4/171 | 6,368,043 | 6,378,232 | ||||||
Sprouts Farmers LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6%, 4/18/181 | 8,538,750 | 8,437,352 | ||||||
34,702,947 | ||||||||
Diversified Consumer Services—0.5% | ||||||||
Laureate Education, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7%, 8/15/141 | 6,120,151 | 5,951,847 | ||||||
Monitronics International, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 3/6/181 | 5,520,000 | 5,531,498 | ||||||
11,483,345 |
10 | OPPENHEIMER MASTER LOAN FUND, LLC
Principal | ||||||||
Amount | Value | |||||||
Hotels, Restaurants & Leisure—7.1% | ||||||||
24 Hour Fitness Worldwide, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.50%, 4/22/161 | $ | 8,980,050 | $ | 8,991,276 | ||||
American Seafoods Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 3/18/181 | 5,579,409 | 5,439,923 | ||||||
Burger King Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 10/19/161 | 3,294,201 | 3,294,037 | ||||||
CCM Merger, Inc./MotorCity Casino, Sr. Sec. Credit Facilities 1st Lien Term Loan, 7%, 3/1/171 | 17,396,187 | 17,483,168 | ||||||
Caesars Entertainment Operating Co., Inc., Extended Sr. Sec. Credit Facilities Term Loan, 4.492%, 1/28/181 | 25,028,629 | 21,853,122 | ||||||
Cedar Fair LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4%, 12/15/171 | 3,669,190 | 3,683,088 | ||||||
DineEquity, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 4.25%, 10/19/171 | 5,727,625 | 5,735,953 | ||||||
Focus Brands, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.25%-7.131%, 2/2/181 | 6,744,688 | 6,778,552 | ||||||
Golden Nugget, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 2%-3.195%, 6/30/141,3 | 6,576,500 | 6,214,008 | ||||||
Golden Nugget, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Delayed Draw, 3.195%, 6/30/141,3 | 2,965,351 | 2,801,836 | ||||||
Golden Nugget, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, Tranche 2L, 3.50%, 12/31/141 | 2,528,348 | 2,106,956 | ||||||
Isle of Capri Casinos, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 11/1/131 | 4,890,600 | 4,916,584 | ||||||
Michael Foods, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%-5.164%, 2/25/181 | 12,548,089 | 12,571,616 | ||||||
Revel Entertainment LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 9%, 2/17/171 | 10,030,000 | 9,908,206 | ||||||
SeaWorld Parks & Entertainment, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4%, 8/17/171 | 4,525,006 | 4,526,400 | ||||||
Six Flags Theme Parks, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 11/23/181 | 12,800,000 | 12,804,404 | ||||||
Town Sports International, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7%, 5/11/181 | 7,466,058 | 7,568,716 | ||||||
Turtle Bay Holding Co. LLC, Sr. Sec. Credit Facilities Term Loan: | ||||||||
Tranche A, 10.25%, 3/1/131,3 | 314,753 | 306,884 | ||||||
Tranche B, 2.561%, 3/1/151,3 | 628,549 | 499,696 | ||||||
U.S. Foodservice, Inc,. Sr. Sec. Credit Facilities 1st Lien Term Loan, 2.74%, 7/3/141 | 9,978,809 | 9,649,149 | ||||||
147,133,574 | ||||||||
Household Durables—0.3% | ||||||||
Spectrum Brands Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5%-6.148%, 6/17/161 | 5,523,912 | 5,545,753 |
11 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF INVESTMENTS Unaudited / Continued
Principal | ||||||||
Amount | Value | |||||||
Leisure Equipment & Products—0.9% | ||||||||
Ameristar Casinos, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4%, 4/16/181 | $ | 2,919,926 | $ | 2,926,695 | ||||
Caesars Entertainment Corp. Sr. Credit Facilities 1st Lien Term Loan, Tranche B, 9.25%, 4/25/171 | 6,670,000 | 6,614,419 | ||||||
MGM Resorts International, Extended Sr. Sec. Credit Facilities 1st Term Lien Loan, Tranche C, 5%, 2/23/151 | 10,140,000 | 10,173,756 | ||||||
19,714,870 | ||||||||
Media—15.5% | ||||||||
AMC Entertainment, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B3, 4.25%, 2/7/181 | 2,743,125 | 2,722,552 | ||||||
Advanstar Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 2.72%, 6/2/141 | 15,648,424 | 12,773,026 | ||||||
Affinion Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 10/9/161 | 10,766,275 | 10,231,331 | ||||||
Alpha Media Group, Inc., Sr. Sec. Credit Facilities Term Loan, Tranche B, 4.20%, 7/15/131,3 | 1,926,534 | 674,287 | ||||||
Barrington Broadcasting LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.50%, 5/30/171 | 4,034,527 | 4,074,872 | ||||||
Bresnan Broadband Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 12/14/171 | 5,685,606 | 5,686,789 | ||||||
Carmike Cinemas, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 1/27/161 | 3,171,174 | 3,189,408 | ||||||
Cengage Learning Holdings II LP, Sr. Sec. Credit Facilities Incremental Term Loan, 7.50%, 7/3/141 | 6,805,556 | 6,669,444 | ||||||
Cengage Learning Holdings II LP, Sr. Sec. Credit Facilities Term Loan, 2.49%, 7/3/141 | 10,390,301 | 9,614,737 | ||||||
Cequel Communications LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4%, 1/31/191 | 5,200,000 | 5,159,378 | ||||||
Charter Communications, Inc., Sr. Sec. Credit Facilities Term Loan, Tranche T2 Add-on, 7.15%, 3/6/141 | 400,189 | 400,834 | ||||||
Cinram International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 10.529%, 12/31/131,3 | 9,739,442 | 3,165,318 | ||||||
Cinram International, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 0.425%, 12/31/131,3 | 499,846 | 12,496 | ||||||
Clear Channel Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan: | ||||||||
Tranche A, 3.641%, 7/30/141 | 11,968,674 | 11,103,938 | ||||||
Tranche B, 3.891%, 1/29/161 | 7,059,306 | 5,741,863 | ||||||
Cumulus Media, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.75%, 7/22/181 | 5,640,919 | 5,667,714 | ||||||
DG FastChannel, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.75%, 6/15/181 | 6,030,917 | 6,038,884 |
12 | OPPENHEIMER MASTER LOAN FUND, LLC
Principal | ||||||||
Amount | Value | |||||||
Media Continued | ||||||||
Dex Media West LLC, Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, 7.25%, 10/24/141 | $ | 5,769,805 | $ | 3,657,136 | ||||
Entercom Radio LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.25%-7.131%, 11/23/181 | 1,946,666 | 1,968,566 | ||||||
Fox Acquisition Sub LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 7/14/151 | 17,507,930 | 17,548,300 | ||||||
Getty Images, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%, 11/7/161 | 4,300,000 | 4,326,875 | ||||||
Gray Television, Inc., Sr. Sec. Credit Facilities Term Loan, 3.50%-3.75%, 12/31/141 | 8,406,694 | 8,341,753 | ||||||
Instant Web, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.616%, 8/7/141 | 2,339,185 | 2,116,962 | ||||||
Instant Web, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Delayed Draw, Tranche B, 3.616%, 8/7/141 | 203,940 | 184,566 | ||||||
Intelsat Jackson Holdings SA, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 4/2/181 | 1,240,625 | 1,248,601 | ||||||
Intelsat Jackson Holdings SA, Sr. Sec. Credit Facilities Term Loan, 3.242%, 2/1/141 | 19,631,580 | 19,337,107 | ||||||
Kabel Deutschland V&S GmbH, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche F, 4.25%, 2/1/191 | 2,560,000 | 2,558,932 | ||||||
Knology, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4%, 8/18/171 | 2,472,490 | 2,457,037 | ||||||
Legendary Pictures, Inc., Sr. Sec. Credit Facilities Term Loan, Tranche B, 6%, 4/28/171 | 5,486,181 | 5,458,750 | ||||||
Lin Television Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 12/31/181 | 2,837,888 | 2,855,624 | ||||||
Media General, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche A, 7.493%-8.50%, 3/29/131 | 18,238,955 | 17,372,606 | ||||||
Mediacom Communications Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche E, 4.50%, 10/23/171 | 5,403,750 | 5,401,497 | ||||||
Mediacom Communications Corp./MCC Georgia LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche FA, 4.50%, 10/23/171 | 6,877,500 | 6,873,202 | ||||||
Merrill Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.50%, 12/24/121 | 5,000,000 | 4,700,000 | ||||||
Merrill Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 12.439%-12.444%, 11/15/131,3 | 11,339,957 | 10,262,661 | ||||||
Mood Media Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7%, 5/6/181 | 7,443,750 | 7,285,570 | ||||||
Newport Television LLC, Sr. Sec. Credit Facilities Term Loan, Tranche B, 8.853%, 9/14/161 | 13,221,601 | 13,261,266 | ||||||
Newport Television LLC/High Plains Broadcasting Operating Co. LLC, Sr. Sec. Credit Facilities Term Loan, 8.853%, 9/14/161 | 3,655,618 | 3,666,585 | ||||||
OneLink Communications/San Juan Cable LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6%, 6/9/171 | 7,230,362 | 7,121,633 | ||||||
Penton Media, Inc., Sr. Sec. Credit Facilities Exit Term Loan, Tranche B, 4.755%, 8/1/141,3 | 5,671,904 | 4,532,798 |
13 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF INVESTMENTS Unaudited / Continued
Principal | ||||||||
Amount | Value | |||||||
Media Continued | ||||||||
Playboy Enterprises, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 8.25%, 3/6/171 | $ | 2,912,496 | $ | 2,883,297 | ||||
RCN Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%-6.639%, 8/26/161 | 2,638,100 | 2,628,867 | ||||||
Radio One, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.50%-8.115%, 3/31/161 | 6,449,391 | 6,413,113 | ||||||
Sinclair Television Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3%-4%, 10/28/161 | 4,766,312 | 4,761,522 | ||||||
Star Tribune Co., Sr. Sec. Credit Facilities 1st Lien Term Loan: | ||||||||
Tranche A, 8%, 9/29/141 | 401,784 | 369,641 | ||||||
Tranche B, 8%, 9/29/141,3 | 357,141 | 335,712 | ||||||
Summit Entertainment LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.75%, 9/7/161 | 3,780,382 | 3,758,514 | ||||||
Telesat Canada, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.50%, 3/8/191 | 3,900,000 | 3,903,413 | ||||||
Univision Communications, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.491%, 3/31/171 | 17,157,000 | 15,944,052 | ||||||
Univision Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 2.241%, 9/29/141 | 868,468 | 857,975 | ||||||
Wide Open West Finance LLC, Sr. Sec. Credit Facilities 1st Lien Incremental Term Loan, 6.743%, 6/30/141 | 7,137,604 | 7,164,370 | ||||||
Wide Open West Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 2.742%-4.672%, 6/30/141 | 10,108,037 | 9,918,511 | ||||||
Zuffa LLC, Sr. Sec. Credit Facilities Incremental Term Loan, Tranche B, 7.50%, 6/19/151 | 16,365,633 | 16,396,319 | ||||||
320,800,204 | ||||||||
Multiline Retail—0.9% | ||||||||
99 Cents Only Stores, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.623%, 10/4/181 | 7,077,263 | 7,221,023 | ||||||
Neiman Marcus Group, Inc., Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 5/16/181 | 11,245,000 | 11,237,972 | ||||||
18,458,995 | ||||||||
Specialty Retail—2.4% | ||||||||
Burlington Coat Factory Warehouse Corp., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.25%, 2/23/171 | 11,687,500 | 11,752,658 | ||||||
Claire’s Stores, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 2.991%-3.301%, 5/29/141 | 2,704,789 | 2,579,209 | ||||||
J. Crew Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 3/7/181 | 7,170,000 | 7,059,252 | ||||||
Jo-Ann Stores, Inc., Sr. Sec Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 3/19/181 | 10,545,132 | 10,497,679 |
14 | OPPENHEIMER MASTER LOAN FUND, LLC
Principal | ||||||||
Amount | Value | |||||||
Specialty Retail Continued | ||||||||
Michaels Stores, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 4.50%-5.125%, 7/31/161 | $ | 10,002,246 | $ | 10,043,664 | ||||
Sports Authority, Inc. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.50%, 11/16/171 | 1,396,465 | 1,354,571 | ||||||
Toys R Us Delaware, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6%, 9/1/161 | 5,614,500 | 5,638,058 | ||||||
48,925,091 | ||||||||
Textiles, Apparel & Luxury Goods—0.5% | ||||||||
Visant Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%, 12/22/161 | 9,884,843 | 9,627,422 | ||||||
Consumer Staples—3.5% | ||||||||
Food & Staples Retailing—0.5% | ||||||||
Roundy’s Supermarkets, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.656%, 1/24/191 | 9,740,000 | 9,813,050 | ||||||
Food Products—1.8% | ||||||||
Del Monte Foods Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 3/8/181 | 12,393,781 | 12,378,289 | ||||||
JBS USA LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 5/25/181 | 2,977,500 | 2,985,410 | ||||||
Pierre Foods, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7%-7.377%, 9/30/161 | 15,711,023 | 15,730,661 | ||||||
Pierre Foods, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 11.25%, 9/29/171 | 6,525,000 | 6,525,000 | ||||||
37,619,360 | ||||||||
Household Products—0.1% | ||||||||
ACCO Brands Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.25%, 1/4/191 | 2,080,000 | 2,083,900 | ||||||
Personal Products—1.1% | ||||||||
Levlad LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 9.836%, 3/5/151,3 | 1,256,379 | 1,193,560 | ||||||
NBTY, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 4.25%, 10/1/171 | 4,298,507 | 4,309,253 | ||||||
Prestige Brands, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%-6.148%, 12/20/181 | 3,001,818 | 3,025,271 | ||||||
Revlon, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%-5.656%, 11/19/171 | 13,184,919 | 13,199,515 | ||||||
21,727,599 | ||||||||
Energy—3.3% | ||||||||
Energy Equipment & Services—2.4% | ||||||||
Bourland & Leverich Supply, Sr. Sec. Credit Facilities 1st Lien Term Loan, 11.066%, 8/19/151 | 4,414,011 | 4,689,887 |
15 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF INVESTMENTS Unaudited / Continued
Principal | ||||||||
Amount | Value | |||||||
Energy Equipment & Services Continued | ||||||||
Buffalo Gulf Coast Terminals, Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.50%, 9/2/171 | $ | 6,676,450 | $ | 6,709,832 | ||||
CCS Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%, 11/14/141 | 4,139,625 | 4,160,323 | ||||||
CCS, Inc., Sr. Sec. Credit Facilities 1st Lien Term loan, Tranche B, 3.241%, 11/14/141 | 6,882,031 | 6,683,457 | ||||||
Frac Tech International LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.25%, 5/6/161 | 4,086,662 | 4,079,000 | ||||||
Hercules Offshore LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.50%, 7/11/131 | 6,287,139 | 6,286,598 | ||||||
Sheridan Production Co. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.50%, 4/20/171 | 14,109,535 | 14,140,407 | ||||||
Sheridan Production Co. LLC, Sr. Sec. Credit Facilities Term Loan: | ||||||||
Tranche I-A, 6.50%, 4/20/171 | 1,869,629 | 1,873,720 | ||||||
Tranche I-M, 6.50%, 4/20/171 | 1,141,980 | 1,144,479 | ||||||
49,767,703 | ||||||||
Oil, Gas & Consumable Fuels—0.9% | ||||||||
ATP Oil & Gas Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 9.344%, 1/15/151 | 5,570,000 | 5,570,000 | ||||||
EP Energy LLC, Sr. Sec. Credit Facilities 1st Lien Bridge Loan, 0.50%, 3/29/131 | 8,210,000 | — | ||||||
Energy Transfer Equity LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 2/16/171 | 11,700,000 | 11,492,816 | ||||||
Western Refining, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.50%, 3/15/171 | 1,772,773 | 1,796,753 | ||||||
18,859,569 | ||||||||
Financials—4.2% | ||||||||
Capital Markets—1.8% | ||||||||
Fortress Investment Group LLC, Sr. Sec. Credit Facilities Term Loan, 5.75%, 10/7/151 | 3,422,277 | 3,439,388 | ||||||
Nuveen Investments, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.72%-5.803%, 5/13/171 | 9,278,420 | 9,281,325 | ||||||
Nuveen Investments, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.72%-5.803%, 5/13/171 | 6,938,575 | 6,951,585 | ||||||
Nuveen Investments, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.25%, 3/1/191 | 6,340,000 | 6,466,800 | ||||||
Springleaf Financial Funding Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 5/10/171 | 12,905,000 | 11,912,928 | ||||||
38,052,026 | ||||||||
Diversified Financial Services—0.5% | ||||||||
iStar Financial, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche A2, 7%, 6/30/141 | 10,000,000 | 9,989,130 |
16 | OPPENHEIMER MASTER LOAN FUND, LLC
Principal | ||||||||
Amount | Value | |||||||
Insurance—1.1% | ||||||||
Flying Fortress, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5%, 2/23/171 | $ | 4,285,000 | $ | 4,322,494 | ||||
ILFC Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 7%, 3/17/161 | 8,653,846 | 8,707,370 | ||||||
Swett & Crawford Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 2.442%-2.491%, 4/3/141 | 10,522,762 | 8,681,279 | ||||||
21,711,143 | ||||||||
Real Estate Management & Development—0.8% | ||||||||
Realogy Corp., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.545%-4.77%, 10/10/161 | 11,708,164 | 10,912,836 | ||||||
Realogy Corp., Non-Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.295%, 10/10/131 | 629,743 | 599,755 | ||||||
Realogy Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, Delayed Draw, Tranche B, 13.50%, 10/15/17 | 5,443,000 | 5,619,898 | ||||||
17,132,489 | ||||||||
Health Care—11.1% | ||||||||
Biotechnology—0.6% | ||||||||
Grifols, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 6/4/171 | 11,483,073 | 11,511,781 | ||||||
Health Care Equipment & Supplies—3.4% | ||||||||
Alere, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 3.75%, 6/30/171 | 2,200,000 | 2,194,500 | ||||||
Axcan Intermediate Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Delayed Draw, Tranche B, 5.50%, 2/10/171 | 4,907,838 | 4,911,926 | ||||||
Capsugel Holdings US, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 7/16/181 | 3,770,243 | 3,806,770 | ||||||
Carestream Health, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 2/25/171 | 14,157,684 | 13,909,925 | ||||||
Convatec Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.75%, 12/22/161 | 4,458,637 | 4,447,462 | ||||||
DJO Finance LLC/DJO Finance Corp., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.241%, 11/1/16 | 7,239,195 | 7,231,631 | ||||||
DJO Finance LLC/DJO Finance Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.25%, 9/15/171 | 5,795,000 | 5,786,551 | ||||||
Endo Pharmaceuticals Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4%, 6/17/181 | 667,887 | 669,139 | ||||||
Golden Gate National Senior Care LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 5%, 5/4/181 | 11,182,789 | 10,595,692 | ||||||
HCR ManorCare, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5%, 4/6/181 | 5,888,044 | 5,726,122 | ||||||
IASIS Healthcare LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 5/3/181 | 5,489,550 | 5,501,561 | ||||||
National Mentor Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7%, 2/9/171 | 6,091,455 | 6,072,419 | ||||||
70,853,698 |
17 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF INVESTMENTS Unaudited / Continued
Principal | ||||||||
Amount | Value | |||||||
Health Care Providers & Services—5.9% | ||||||||
Ardent Health Services LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.50%, 9/15/151 | $ | 11,262,870 | $ | 11,291,027 | ||||
Aveta, Inc./MMM Holdings, Inc. Sr. Sec. Credit Facilities 1st lien Term Loan, Tranche B, 6.50%, 3/20/171 | 5,200,000 | 5,187,000 | ||||||
Aveta, Inc./MMM Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.50%, 4/14/151 | 3,553,470 | 3,559,393 | ||||||
Aveta, Inc./NAMM Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.50%, 4/14/151 | 3,434,822 | 3,440,547 | ||||||
Community Health Systems, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.97%-3.989%, 1/25/171 | 2,055,142 | 2,028,972 | ||||||
Emergency Medical Services Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%, 5/25/181 | 11,399,850 | 11,425,500 | ||||||
Gentiva Health Services, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 6.50%, 8/17/161 | 9,805,475 | 9,422,454 | ||||||
HCA, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B3, 4.491%, 5/1/181 | 5,917,784 | 5,809,619 | ||||||
Kindred Healthcare, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%, 6/1/181 | 9,706,650 | 9,341,734 | ||||||
Multiplan, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 8/26/171 | 14,415,480 | 14,296,597 | ||||||
Pharmaceutical Product Development, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.25%, 10/10/181 | 10,832,850 | 10,976,158 | ||||||
Select Medical Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%-5.902%, 6/1/181 | 16,144,908 | 15,780,733 | ||||||
Sun Healthcare Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.75%, 10/18/161 | 6,983,889 | 6,739,452 | ||||||
Vanguard Health Systems, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 1/29/161 | 7,369,730 | 7,390,918 | ||||||
inVentiv Health, Inc., Sr. Sec Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%, 8/4/161 | 5,895,524 | 5,600,748 | ||||||
122,290,852 | ||||||||
Pharmaceuticals—1.2% | ||||||||
Catalent Pharma Solutions, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.241%, 9/15/161 | 12,541,897 | 12,541,897 | ||||||
Catalent Pharma Solutions, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 9/15/171 | 8,229,375 | 8,157,368 | ||||||
Valeant Pharmaceuticals International, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 1/30/191 | 3,380,000 | 3,357,820 | ||||||
24,057,085 | ||||||||
Industrials—24.2% | ||||||||
Aerospace & Defense—3.7% | ||||||||
AM General LLC, Sr. Sec. Credit Facilities Letter of Credit Term Loan, 3.241%, 9/28/121 | 389,612 | 359,417 |
18 | OPPENHEIMER MASTER LOAN FUND, LLC
Principal | ||||||||
Amount | Value | |||||||
Aerospace & Defense Continued | ||||||||
AM General LLC, Sr. Sec. Credit Facilities Term Loan, Tranche B, 3.244%, 9/30/131 | $ | 6,274,457 | $ | 5,788,186 | ||||
Delta Air Lines, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 4/20/171 | 5,294,987 | 5,288,352 | ||||||
Delta Air Lines, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%, 3/7/161 | 11,420,198 | 11,049,041 | ||||||
DynCorp International LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.25%, 7/7/161 | 6,737,740 | 6,742,827 | ||||||
Evergreen Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 11.50%, 6/30/151 | 10,711,181 | 9,336,583 | ||||||
Hawker Beechcraft, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche A, 10.50%, 3/26/141 | 17,429,882 | 13,159,561 | ||||||
Hawker Beechcraft, Inc., Sr. Sec. Credit Facilities Letter of Credit Term Loan, 0.37%, 3/26/141 | 113,101 | 84,354 | ||||||
Hawker Beechcraft, Inc., Sr. Sec. Credit Facilities Term Loan, Tranche B, 2.47%, 3/26/141 | 1,828,996 | 1,364,125 | ||||||
IAP Worldwide Services, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 9.25%, 12/30/121 | 19,371,761 | 17,531,444 | ||||||
United Air Lines, Inc., Sr. Sec. Credit Facilities Term Loan, 2.25%, 2/1/141 | 6,685,908 | 6,500,709 | ||||||
77,204,599 | ||||||||
Building Products—0.8% | ||||||||
Atrium Cos., Inc., Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, 10.885%, 4/30/161,3 | 15,398,013 | 14,936,072 | ||||||
Champion Opco LLC, Sr. Sec. Credit Facilities Term Loan, 9.945%, 5/11/131,3 | 1,267,826 | 1,026,939 | ||||||
Flag Luxury Properties LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.231%, 3/21/112 | 1,837,461 | 137,810 | ||||||
Goodman Global, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9%, 10/30/171 | 620,455 | 630,094 | ||||||
16,730,915 | ||||||||
Commercial Services & Supplies—9.3% | ||||||||
Advantage Sales & Marketing LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%, 12/17/171 | 6,428,625 | 6,430,232 | ||||||
Advantage Sales & Marketing LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.25%, 6/18/181 | 4,188,000 | 4,180,148 | ||||||
Allied Security Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 2/3/171 | 3,465,000 | 3,471,497 | ||||||
Allied Security Holdings LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9%, 2/2/181 | 1,956,000 | 1,964,558 | ||||||
Asurion Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 5/24/181 | 11,761,477 | 11,664,445 | ||||||
Asurion Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9%, 5/24/191 | 9,775,000 | 9,924,069 |
19 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF INVESTMENTS Unaudited / Continued
Principal | ||||||||
Amount | Value | |||||||
Commercial Services & Supplies Continued | ||||||||
Bright Horizons LP, Sr. Sec. Credit Facilities Term Loan, Tranche B, 4.25%-6.148%, 5/28/151 | $ | 3,426,799 | $ | 3,426,799 | ||||
Brock Holdings III, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6%, 3/16/171 | 6,339,882 | 6,339,882 | ||||||
Brock Holdings III, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10%, 3/16/181 | 2,380,000 | 2,350,250 | ||||||
Ceridian Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.241%, 11/9/141 | 4,867,889 | 4,570,744 | ||||||
EVERTEC, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 9/30/161 | 4,745,955 | 4,772,651 | ||||||
Fidelity National Information Services, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 7/18/161 | 1,275,956 | 1,284,729 | ||||||
First Data Corp., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.242%, 3/24/181 | 21,961,525 | 20,067,343 | ||||||
First Data Corp., Sr. Sec. Credit Facilities Term Loan: | ||||||||
Tranche B-1, 2.992%, 9/24/141 | 8,258,396 | 7,971,119 | ||||||
Tranche B-2, 2.992%, 9/24/141 | 3,191,596 | 3,081,908 | ||||||
Tranche B-3, 2.992%, 9/24/141 | 2,038,170 | 1,967,684 | ||||||
Infogroup, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.75%, 5/26/181 | 874,330 | 795,640 | ||||||
Interactive Data Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 2/11/181 | 13,773,947 | 13,812,491 | ||||||
KAR Auction Services, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 5/19/171 | 5,553,038 | 5,572,129 | ||||||
Language Line LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.25%, 6/20/161 | 6,663,976 | 6,705,626 | ||||||
Language Line LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10.50%, 12/20/161 | 4,760,000 | 4,712,400 | ||||||
MoneyGram International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 11/18/171 | 3,583,077 | 3,576,359 | ||||||
NES Rentals Holdings, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10%, 7/20/131 | 555,000 | 541,125 | ||||||
Protection One, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.75%, 3/31/191 | 9,000,000 | 8,960,625 | ||||||
Sabre, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.991%-6.301%, 9/30/171 | 11,793,964 | 11,219,503 | ||||||
Sedgwick CMS, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5%, 12/31/161 | 5,286,550 | 5,282,146 | ||||||
TransUnion LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 2/10/181 | 6,890,400 | 6,965,850 | ||||||
Travelport LLC, Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, Tranche B, 5.081%, 8/21/151 | 3,513,256 | 3,210,238 | ||||||
U.S. Investigations Services, Inc., Sr. Sec. Credit Facilities Term Loan, Tranche B, 2.992%, 2/21/151 | 8,944,261 | 8,579,040 | ||||||
WCA Waste Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 3/1/181 | 6,065,000 | 6,102,906 |
20 | OPPENHEIMER MASTER LOAN FUND, LLC
Principal | ||||||||
Amount | Value | |||||||
Commercial Services & Supplies Continued | ||||||||
Waste Industries USA, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 3/17/171 | $ | 7,261,650 | $ | 7,261,650 | ||||
West Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B4, 4.491%-4.734%, 7/15/161 | 5,832,221 | 5,857,737 | ||||||
192,623,523 | ||||||||
Construction & Engineering—0.2% | ||||||||
Custom Building Products, Sr. Sec. Credit Facilities Term Loan, 5.75%, 3/19/151 | 3,803,390 | 3,812,898 | ||||||
Electrical Equipment—4.0% | ||||||||
Applied Systems, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 12/8/161 | 1,293,625 | 1,290,383 | ||||||
Applied Systems, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.25%, 6/8/171 | 1,745,000 | 1,740,638 | ||||||
Attachmate Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5%-6.50%, 4/27/171 | 12,042,509 | 12,016,172 | ||||||
Attachmate Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.50%, 10/27/171 | 1,090,000 | 1,091,363 | ||||||
BNY ConvergEx Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 12/19/161 | 11,933,914 | 11,933,914 | ||||||
CCC Information Services Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 11/11/151 | 1,432,071 | 1,438,778 | ||||||
Eagle Parent, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 5/16/181 | 9,274,913 | 9,215,497 | ||||||
Freescale Semiconductor Holdings, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.494%, 12/1/161 | 18,541,258 | 18,089,315 | ||||||
Genesys Telecommunications, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.75%, 1/6/191 | 4,550,000 | 4,593,794 | ||||||
OpenLink Financial, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.75%, 10/6/171 | 4,987,500 | 5,003,086 | ||||||
Rocket Software, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7%, 1/19/181 | 2,743,125 | 2,751,697 | ||||||
Trizetto Group Inc. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 5/2/181 | 12,768,513 | 12,768,513 | ||||||
81,933,150 | ||||||||
Industrial Conglomerates—1.5% | ||||||||
Hillman Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 5%, 5/31/161 | 5,622,779 | 5,629,825 | ||||||
Pelican Products, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 3/7/171 | 3,199,444 | 3,191,446 | ||||||
Precision Partners, Inc., Sr. Sec. Credit Facilities Term Loan, 10.849%, 8/26/131 | 5,760,065 | 5,644,546 | ||||||
Rexnord LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 2/24/181 | 5,586,000 | 5,594,195 | ||||||
Sensus USA, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 5/9/171 | 7,083,438 | 7,101,146 |
21 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF INVESTMENTS Unaudited / Continued
Principal | ||||||||
Amount | Value | |||||||
Industrial Conglomerates Continued | ||||||||
Terex Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche 2, 5.50%, 4/28/171 | $ | 4,477,500 | $ | 4,523,792 | ||||
31,684,950 | ||||||||
Machinery—2.0% | ||||||||
BOC Edwards Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 5/31/161 | 7,110,100 | 7,058,870 | ||||||
Colfax Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 9/12/181 | 3,900,225 | 3,909,991 | ||||||
Edwards Cayman Islands II Ltd., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 5/31/161 | 992,462 | 985,311 | ||||||
Manitowoc Co., Inc. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 11/13/171 | 2,772,200 | 2,772,200 | ||||||
Pinafore LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 9/29/161 | 4,753,244 | 4,760,174 | ||||||
Veyance Technologies, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 2.75%, 7/31/141 | 19,550,449 | 18,611,198 | ||||||
Veyance Technologies, Inc., Sr. Sec. Credit Facilities Term Loan, Delayed Draw, 2.75%, 7/31/141 | 2,452,488 | 2,334,665 | ||||||
40,432,409 | ||||||||
Road & Rail—1.8% | ||||||||
RailAmerica, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4%, 2/15/191 | 2,340,000 | 2,342,195 | ||||||
Swift Transportation Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 5%, 12/15/171 | 9,745,000 | 9,821,138 | ||||||
U.S. Xpress Enterprises, Inc., Sr. Sec. Credit Facilities Term Loan, 7%, 10/12/141 | 24,413,832 | 24,413,832 | ||||||
36,577,165 | ||||||||
Trading Companies & Distributors—0.9% | ||||||||
Ocwen Financial Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7%, 6/5/161 | 3,783,430 | 3,797,618 | ||||||
Walter Investment Management Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.75%, 6/30/161 | 3,700,000 | 3,718,500 | ||||||
Walter Investment Management Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 12.50%, 9/28/161 | 2,968,750 | 3,042,969 | ||||||
iStar Financial, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan: | ||||||||
Tranche A1, 5.25%, 3/19/161 | 3,425,000 | 3,379,334 | ||||||
Tranche A2, 7%, 3/19/171 | 4,480,000 | 4,475,130 | ||||||
18,413,551 | ||||||||
Information Technology—3.8% | ||||||||
Communications Equipment—0.3% | ||||||||
CommScope, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%, 1/14/181 | 6,782,872 | 6,796,560 |
22 | OPPENHEIMER MASTER LOAN FUND, LLC
Principal | ||||||||
Amount | Value | |||||||
Computers & Peripherals—0.5% | ||||||||
CDW Corp., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4%, 7/15/171 | $ | 9,939,974 | $ | 9,639,289 | ||||
Electronic Equipment & Instruments—0.2% | ||||||||
Aeroflex, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 5/9/181 | 3,650,015 | 3,577,624 | ||||||
Internet Software & Services—0.5% | ||||||||
Avaya, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B3, 4.991%, 10/26/171 | 3,590,907 | 3,465,226 | ||||||
Avaya, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 3.241%, 10/24/141 | 6,774,529 | 6,575,527 | ||||||
10,040,753 | ||||||||
IT Services—0.9% | ||||||||
Sophia LP, Sr. Sec Credit Facilities 1st Lien Term Loan, 6.25%, 6/5/181 | 2,720,000 | 2,766,240 | ||||||
Vertafore, Inc., Sr. Sec Credit Facilities 1st Lien Term Loan, 5.25%, 7/29/161 | 17,256,339 | 17,184,432 | ||||||
19,950,672 | ||||||||
Semiconductors & Semiconductor Equipment—0.9% | ||||||||
Freescale Semiconductor, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6%, 2/16/191 | 3,270,000 | 3,263,519 | ||||||
NXP BV, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 2/13/191 | 11,800,000 | 11,711,500 | ||||||
NXP BV/NXP Funding LLC, Sr. Sec Credit Facilities 1st Lien Term Loan, 5.50%, 3/4/171 | 3,215,840 | 3,210,479 | ||||||
18,185,498 | ||||||||
Software—0.5% | ||||||||
Deltek, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 11/3/161 | 3,661,350 | 3,665,927 | ||||||
Lawson Software, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 3/16/181 | 6,885,000 | 6,893,606 | ||||||
10,559,533 | ||||||||
Materials—9.0% | ||||||||
Chemicals—4.2% | ||||||||
Chemtura Corp., Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, Tranche B, 5.50%, 8/29/161 | 5,356,000 | 5,391,151 | ||||||
Cristal Inorganic Chemicals, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 6.22%, 11/15/141 | 600,000 | 599,375 | ||||||
Houghton International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.75%, 1/29/161 | 3,357,484 | 3,372,211 | ||||||
Ineos US Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche C2, 8.001%, 12/16/141 | 523,033 | 543,464 | ||||||
K2 Pure Solutions NoCal LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, 10%, 9/10/151 | 3,790,500 | 3,790,500 |
23 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF INVESTMENTS Unaudited / Continued
Principal | ||||||||
Amount | Value | |||||||
Chemicals Continued | ||||||||
Momentive Performance Materials, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 5/5/151 | $ | 7,152,200 | $ | 6,874,321 | ||||
Momentive Performance Materials, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.50%, 5/5/151 | 1,960,000 | 1,884,050 | ||||||
Momentive Specialty Chemicals, Sr. Sec. Credit Facilities 1st Lien Term Loan: | ||||||||
Tranche C1-B, 4%, 5/5/151 | 1,586,966 | 1,579,031 | ||||||
Tranche C2-B, 4.25%, 5/5/151 | 830,285 | 826,123 | ||||||
Tranche C4-B, 4.313%, 5/5/151 | 4,693,169 | 4,640,371 | ||||||
Nexeo Solutions LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 9/8/171 | 2,481,204 | 2,433,129 | ||||||
Norit NV, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.75%, 7/8/171 | 1,691,731 | 1,704,419 | ||||||
PQ Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.50%, 7/30/141 | 3,088,716 | 3,035,436 | ||||||
PQ Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 6.75%, 7/30/151 | 19,555,358 | 18,846,477 | ||||||
PolyOne Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 11/30/171 | 1,012,462 | 1,017,842 | ||||||
Potters Holdings II LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6%, 5/6/171 | 1,796,425 | 1,800,176 | ||||||
Potters Holdings II LP, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10.25%, 11/6/171 | 1,535,000 | 1,553,547 | ||||||
Styron Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6%, 8/2/171 | 10,951,794 | 10,034,581 | ||||||
Taminco Group NV, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.25%, 12/16/181 | 1,300,000 | 1,310,969 | ||||||
Tronox, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 1/24/171 | 1,088,214 | 1,090,255 | ||||||
Tronox, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Delayed Draw, 1%, 1/24/171 | 296,786 | 296,971 | ||||||
Univar, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5%, 6/30/171 | 14,881,625 | 14,932,788 | ||||||
87,557,187 | ||||||||
Construction Materials—1.2% | ||||||||
CPG International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6%, 2/18/171 | 5,939,850 | 5,731,955 | ||||||
Capital Automotive LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 3/11/171 | 13,444,481 | 13,332,448 | ||||||
Henry Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.25%, 12/22/161 | 4,950,000 | 4,962,375 | ||||||
24,026,778 | ||||||||
Containers & Packaging—2.2% | ||||||||
Anchor Glass Container Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6%, 3/2/161 | 8,538,798 | 8,549,471 | ||||||
Anchor Glass Container Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10%, 9/2/161 | 12,000,000 | 12,030,000 | ||||||
Berry Plastics Group, Inc., Sr. Sec. Credit Facilities Term Loan, 2.242%, 4/3/151 | 2,792,651 | 2,732,260 |
24 | OPPENHEIMER MASTER LOAN FUND, LLC
Principal | ||||||||
Amount | Value | |||||||
Containers & Packaging Continued | ||||||||
Consolidated Container Co., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 5.75%, 9/28/141 | $ | 10,000,000 | $ | 9,550,000 | ||||
Hilex Poly Co. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 11.25%, 11/19/151 | 3,803,871 | 3,898,968 | ||||||
Reynolds Group Holdings Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan: | ||||||||
Tranche B, 6.50%, 2/9/181 | 54,589 | 55,349 | ||||||
Tranche E, 6.50%, 2/9/181 | 8,515,106 | 8,633,739 | ||||||
45,449,787 | ||||||||
Metals & Mining—1.1% | ||||||||
Aleris International, Inc., Sr. Sec. Credit Facilities Term Loan, 2.408%, 12/19/132 | 837,221 | 84 | ||||||
Fairmount Minerals Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 3/15/171 | 6,510,000 | 6,530,344 | ||||||
JMC Steel Group, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 4/1/171 | 4,363,498 | 4,374,434 | ||||||
Noranda Aluminum Acquisition Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.75%, 2/17/191 | 4,155,000 | 4,191,356 | ||||||
Novelis, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4%, 3/10/171 | 4,740,000 | 4,735,578 | ||||||
Walter Industries, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4%, 4/2/181 | 2,747,269 | 2,739,427 | ||||||
22,571,223 | ||||||||
Paper & Forest Products—0.3% | ||||||||
Tekni-Plex, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 9%-9.098%, 11/19/161 | 7,139,272 | 7,067,879 | ||||||
Telecommunication Services—2.9% | ||||||||
Diversified Telecommunication Services—1.3% | ||||||||
IPC Systems, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.491%-5.72%, 7/31/171 | 10,044,932 | 9,867,910 | ||||||
Level 3 Financing, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B3, 5.75%, 9/1/181 | 11,050,000 | 11,177,075 | ||||||
U.S. TelePacific Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.75%, 2/23/171 | 5,202,912 | 5,001,300 | ||||||
26,046,285 | ||||||||
Wireless Telecommunication Services—1.6% | ||||||||
Crown Castle Operating Co., Sr. Sec. Credit facilities 1st Lien Term Loan, Tranche B, 4%, 1/10/191 | 6,857,813 | 6,831,142 | ||||||
Global Tel*Link Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7%, 11/11/171 | 15,191,925 | 15,239,519 | ||||||
MetroPCS Wireless, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B3, 4%, 3/19/181 | 11,025,990 | 10,965,194 | ||||||
33,035,855 |
25 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF INVESTMENTS Unaudited / Continued
Principal | ||||||||
Amount | Value | |||||||
Utilities—2.5% | ||||||||
Electric Utilities—2.5% | ||||||||
AES Corp. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%, 5/28/181 | $ | 1,984,962 | $ | 1,989,687 | ||||
BRSP LLC, Sr. Sec. Credit Facilities Term Loan, 7.50%, 6/24/141 | 6,084,786 | 6,160,846 | ||||||
Entegra Holdings LLC, Sr. Sec. Credit Facilities 3rd Lien Term Loan, Tranche B, 3.709%, 10/19/151,3 | 2,795,307 | 1,602,642 | ||||||
GenOn Energy, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6%, 9/20/171 | 4,667,778 | 4,625,964 | ||||||
La Paloma Generating Co. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 7%, 7/28/171 | 5,989,738 | 5,974,763 | ||||||
La Paloma Generating Co. LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10.25%, 7/28/181 | 1,270,000 | 1,209,675 | ||||||
MACH Gen LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 5.465%, 2/22/151,3 | 18,191,067 | 12,442,690 | ||||||
New Development Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 4/1/181 | 5,935,038 | 5,918,158 | ||||||
Texas Competitive Electric Holdings Co. LLC, Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.743%, 10/10/171 | 21,708,018 | 12,122,582 | ||||||
52,047,007 | ||||||||
Total Corporate Loans (Cost $2,004,878,982) | 1,999,205,813 | |||||||
Corporate Bonds and Notes—1.2% | ||||||||
Aleris International, Inc., 6% Bonds, 7/1/20 | 43,747 | 43,419 | ||||||
Berry Plastics Holding Corp., 4.349% Sr. Sec. Nts., 9/15/141 | 8,685,000 | 8,467,875 | ||||||
Clear Channel Communications, Inc., 5.75% Sr. Unsec. Unsub. Nts., 1/15/13 | 4,800,000 | 4,788,000 | ||||||
Lyondell Chemical Co., 11% Sr. Sec. Nts., 5/1/18 | 3,236,717 | 3,592,756 | ||||||
Verso Paper Holdings LLC/Verso Paper, Inc., 4.297% Sr. Sec. Nts., Series B, 8/1/141 | 8,177,500 | 7,073,538 | ||||||
Total Corporate Bonds and Notes (Cost $23,812,956) | 23,965,588 | |||||||
Shares | ||||||||
Preferred Stocks—0.0% | ||||||||
Alpha Media Group, Inc., Preferred4 (Cost $0) | 105 | — |
26 | OPPENHEIMER MASTER LOAN FUND, LLC
Shares | Value | |||||||
Common Stocks—0.9% | ||||||||
Aleris Corp.5 | $ | 50,627 | $ | 2,455,410 | ||||
Alpha Media Group, Inc.4 | 784 | — | ||||||
Champion Opco LLC4 | 237,986 | 128,512 | ||||||
Cinram International Income Fund4 | 16,132,097 | 323,467 | ||||||
Levlad LLC4 | 7,730 | 86,960 | ||||||
Metro-Goldwyn-Mayer Studios, Inc.4 | 140,142 | 3,670,319 | ||||||
Turtle Bay Holding Co. LLC4 | 293,838 | 267,390 | ||||||
Young Broadcasting, Inc., Cl. A4,6 | 3,899 | 11,502,050 | ||||||
Total Common Stocks (Cost $14,903,753) | 18,434,108 | |||||||
Units | ||||||||
Rights, Warrants and Certificates—0.4% | ||||||||
Champion Opco LLC Wts., Strike Price $0.000001, Exp. 1/27/204 | 86,682 | — | ||||||
ION Media Networks, Inc. Wts., Strike Price $0.01, Exp. 12/18/164 | 6,081 | 4,864,800 | ||||||
Young Broadcasting, Inc. Wts., Strike Price $0.01, Exp. 12/24/244,6 | 1,494 | 4,407,300 | ||||||
Total Rights, Warrants and Certificates (Cost $4,752,157) | 9,272,100 | |||||||
Shares | ||||||||
Investment Company—2.1% | ||||||||
Oppenheimer Institutional Money Market Fund, Cl. E, 0.22%6,7 (Cost $43,663,778) | 43,663,778 | 43,663,778 | ||||||
Total Investments, at Value (Cost $2,092,011,626) | 101.4 | % | 2,094,541,387 | |||||
Liabilities in Excess of Other Assets | (1.4 | ) | (28,390,803 | ) | ||||
Net Assets | 100.0 | % | $ | 2,066,150,584 | ||||
Footnotes to Statement of Investments
* | March 30, 2012 represents the last business day of the Fund’s semiannual period. See Note 1 of the accompanying Notes. | |
1. | Represents the current interest rate for a variable or increasing rate security. | |
2. | This security is not accruing income because the issuer has missed an interest payment on it and/or is not anticipated to make future interest and/or principal payments. The rate shown is the original contractual interest rate. See Note 1 of the accompanying Notes. | |
3. | Interest or dividend is paid-in-kind, when applicable. | |
4. | Non-income producing security. | |
5. | Restricted security. The aggregate value of restricted securities as of March 30, 2012 was $2,455,410, which represents 0.12% of the Fund’s net assets. See Note 6 of the accompanying Notes. Information concerning restricted securities is as follows: |
Acquisition | Unrealized | |||||||||||||||
Security | Date | Cost | Value | Appreciation | ||||||||||||
Aleris Corp. | 4/23/10 | $ | 2,349,471 | $ | 2,455,410 | $ | 105,939 |
27 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF INVESTMENTS Unaudited / Continued
Footnotes to Statement of Investments Continued
6. | Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended March 30, 2012, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows: |
Shares/Units/ | Shares/Units/ | |||||||||||||||
Principal | Gross | Gross | Principal | |||||||||||||
September 30, 2011 | Additions | Reductions | March 30, 2012 | |||||||||||||
Oppenheimer Institutional Money Market Fund, Cl. E | 23,263,778 | 448,200,000 | 427,800,000 | 43,663,778 | ||||||||||||
Young Broadcasting, Inc., Cl. A | 5,508 | — | 1,609 | 3,899 | ||||||||||||
Young Broadcasting, Inc., Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, 8%, 6/30/15 | 4,457,172 | — | 4,457,172 | — | ||||||||||||
Young Broadcasting, Inc. Wts., Strike Price $0.01, Exp. 12/24/24 | 1,920 | 135 | 561 | 1,494 |
Realized | ||||||||||||||||
Value | Income | Gain | ||||||||||||||
Oppenheimer Institutional Money Market Fund, Cl. E | $ | 43,663,778 | $ | 101,001 | $ | — | ||||||||||
Young Broadcasting, Inc., Cl. A | 11,502,050 | — | 2,072,193 | |||||||||||||
Young Broadcasting, Inc., Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, 8%, 6/30/15 | — | 179,416 | — | |||||||||||||
Young Broadcasting, Inc. Wts., Strike Price $0.01, Exp. 12/24/24 | 4,407,300 | — | 729,300 | |||||||||||||
$ | 59,573,128 | $ | 280,417 | $ | 2,801,493 | |||||||||||
7. | Rate shown is the 7-day yield as of March 30, 2012. |
See accompanying Notes to Financial Statements.
28 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF ASSETS AND LIABILITIES Unaudited
March 30, 20121 | ||||
Assets | ||||
Investments, at value—see accompanying statement of investments: | ||||
Unaffiliated companies (cost $2,037,364,806) | $ | 2,034,968,259 | ||
Affiliated companies (cost $54,646,820) | 59,573,128 | |||
2,094,541,387 | ||||
Cash | 17,853,599 | |||
Receivables and other assets: | ||||
Investments sold | 8,486,677 | |||
Interest, dividends and principal paydowns | 8,001,204 | |||
Shares of beneficial interest sold | 30,421 | |||
Other | 33,330 | |||
Total assets | 2,128,946,618 | |||
Liabilities | ||||
Payables and other liabilities: | ||||
Investments purchased | 62,313,234 | |||
Shares of beneficial interest redeemed | 83,057 | |||
Directors’ compensation | 12,879 | |||
Shareholder communications | 7,359 | |||
Other | 379,505 | |||
Total liabilities | 62,796,034 | |||
Net Assets—applicable to 166,557,457 shares of beneficial interest outstanding | $ | 2,066,150,584 | ||
Net Asset Value, Redemption Price Per Share and Offering Price Per Share | $ | 12.40 |
1. | March 30, 2012 represents the last business day of the Fund’s semiannual period. See Note 1 of the accompanying Notes. |
See accompanying Notes to Financial Statements.
29 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENT OF OPERATIONS Unaudited
For the Six Months Ended March 30, 20121 | ||||
Investment Income | ||||
Interest: | ||||
Unaffiliated companies | $ | 75,025,480 | ||
Affiliated companies | 179,416 | |||
Dividends: | ||||
Unaffiliated companies | 162,006 | |||
Affiliated companies | 101,001 | |||
Other income | 200,634 | |||
Total investment income | 75,668,537 | |||
Expenses | ||||
Management fees | 3,033,547 | |||
Shareholder communications | 5,149 | |||
Custodian fees and expenses | 206,911 | |||
Directors’ compensation | 21,665 | |||
Administration service fees | 750 | |||
Other | 91,046 | |||
Total expenses | 3,359,068 | |||
Less waivers and reimbursements of expenses | (47,473 | ) | ||
Net expenses | 3,311,595 | |||
Net Investment Income | 72,356,942 | |||
Realized and Unrealized Gain (Loss) | ||||
Net realized gain (loss) on investments from: | ||||
Unaffiliated companies | (10,178,703 | ) | ||
Affiliated companies | 2,801,493 | |||
Net realized loss | (7,377,210 | ) | ||
Net change in unrealized appreciation/depreciation on: | ||||
Investments | 78,499,417 | |||
Translation of assets and liabilities denominated in foreign currencies | (2,284 | ) | ||
Net change in unrealized appreciation/depreciation | 78,497,133 | |||
Net Increase in Net Assets Resulting from Operations | $ | 143,476,865 | ||
1. | March 30, 2012 represents the last business day of the Fund’s semiannual period. See Note 1 of the accompanying Notes. |
See accompanying Notes to Financial Statements.
30 | OPPENHEIMER MASTER LOAN FUND, LLC
STATEMENTS OF CHANGES IN NET ASSETS
Six Months | Year | |||||||
Ended | Ended | |||||||
March 30, 20121 | September 30, | |||||||
(Unaudited) | 2011 | |||||||
Operations | ||||||||
Net investment income | $ | 72,356,942 | $ | 161,979,907 | ||||
Net realized gain (loss) | (7,377,210 | ) | 7,587,706 | |||||
Net change in unrealized appreciation/depreciation | 78,497,133 | (95,567,957 | ) | |||||
Net increase in net assets resulting from operations | 143,476,865 | 73,999,656 | ||||||
Beneficial Interest Transactions | ||||||||
Net increase (decrease) in net assets resulting from beneficial interest transactions: | ||||||||
Proceeds from contributions | 155,678,401 | 228,687,040 | ||||||
Payments for withdrawals | (175,054,103 | ) | (198,724,070 | ) | ||||
(19,375,702 | ) | 29,962,970 | ||||||
Net Assets | ||||||||
Total increase | 124,101,163 | 103,962,626 | ||||||
Beginning of period | 1,942,049,421 | 1,838,086,795 | ||||||
End of period | $ | 2,066,150,584 | $ | 1,942,049,421 | ||||
1. | March 30, 2012 represents the last business day of the Fund’s semiannual period. See Note 1 of the accompanying Notes. |
See accompanying Notes to Financial Statements.
31 | OPPENHEIMER MASTER LOAN FUND, LLC
FINANCIAL HIGHLIGHTS
Six Months | ||||||||||||||||||||
Ended | ||||||||||||||||||||
March 30, 20121 | Year Ended September 30, | |||||||||||||||||||
(Unaudited) | 2011 | 2010 | 2009 | 20082 | ||||||||||||||||
Per Share Operating Data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 11.56 | $ | 11.14 | $ | 9.96 | $ | 9.35 | $ | 10.00 | ||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||
Net investment income3 | .43 | .93 | .92 | .76 | .68 | |||||||||||||||
Net realized and unrealized gain (loss) | .41 | (.51 | ) | .26 | (.15 | ) | (1.33 | ) | ||||||||||||
Total from investment operations | .84 | .42 | 1.18 | .61 | (.65 | ) | ||||||||||||||
Net asset value, end of period | $ | 12.40 | $ | 11.56 | $ | 11.14 | $ | 9.96 | $ | 9.35 | ||||||||||
Total Return, at Net Asset Value4 | 7.27 | % | 3.77 | % | 11.85 | % | 6.52 | % | (6.50 | )% | ||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 2,066,151 | $ | 1,942,049 | $ | 1,838,087 | $ | 1,073,069 | $ | 534,056 | ||||||||||
Average net assets (in thousands) | $ | 2,020,326 | $ | 2,048,386 | $ | 1,449,988 | $ | 613,182 | $ | 523,536 | ||||||||||
Ratios to average net assets:5 | ||||||||||||||||||||
Net investment income | 7.16 | % | 7.91 | % | 8.68 | % | 8.84 | % | 7.56 | % | ||||||||||
Total expenses6 | 0.33 | % | 0.34 | % | 0.36 | % | 0.36 | % | 0.39 | % | ||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.33 | % | 0.34 | % | 0.35 | % | 0.35 | % | 0.37 | % | ||||||||||
Portfolio turnover rate | 26 | % | 67 | % | 72 | % | 56 | % | 53 | % |
1. | March 30, 2012 represents the last business day of the Fund’s semiannual period. See Note 1 of the accompanying Notes. | |
2. | For the period from October 31, 2007 (commencement of operations) to September 30, 2008. | |
3. | Per share amounts calculated based on the average shares outstanding during the period. | |
4. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. | |
5. | Annualized for periods less than one full year. | |
6. | Total expenses including indirect expenses from affiliated fund were as follows: |
Six Months Ended March 30, 2012 | 0.33 | % | ||
Year Ended September 30, 2011 | 0.34 | % | ||
Year Ended September 30, 2010 | 0.37 | % | ||
Year Ended September 30, 2009 | 0.37 | % | ||
Period Ended September 30, 2008 | 0.41 | % |
See accompanying Notes to Financial Statements.
32 | OPPENHEIMER MASTER LOAN FUND, LLC
NOTES TO FINANCIAL STATEMENTS Unaudited
1. Significant Accounting Policies
Oppenheimer Master Loan Fund, LLC (the “Fund”) is organized as a Delaware limited liability company and registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Fund’s investment objective is to seek as high a level of current income and preservation of capital as is consistent with investing primarily in loans and other debt securities. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”). As of March 30, 2012, 100% of the shares of the Fund were owned by the Manager, other funds advised or sub-advised by the Manager or an affiliate of the Manager.
Shares of the Fund are issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). Investments in the Fund may only be made by certain “accredited investors” within the meaning of Regulation D under the Securities Act, including other investment companies. The Fund currently offers one class of shares.
For federal income tax purposes, the Fund qualifies as a partnership, and each investor in the Fund is treated as the owner of its proportionate share of the net assets, income, expenses, and realized and unrealized gains and losses of the Fund. Accordingly, as a “pass-through” entity, the Fund pays no dividends or capital gain distributions.
The following is a summary of significant accounting policies consistently followed by the Fund.
Semiannual Period. The last day of the Fund’s semiannual period was the last day the New York Stock Exchange was open for trading. The Fund’s financial statements have been presented through that date to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions.
Securities on a When-Issued or Delayed Delivery Basis. The Fund purchases and sells interests in Senior Loans and other portfolio securities on a “when issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. Their failure to do so may cause the Fund to lose the opportunity to obtain or dispose of the security at a price and yield it considers advantageous. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase.
33 | OPPENHEIMER MASTER LOAN FUND, LLC
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
1. Significant Accounting Policies Continued
Loans. Under normal market conditions, the Fund will invest at least 80% of its net assets in loans made to U.S. and foreign borrowers that are corporations, partnerships or other business entities. The Fund will do so directly as an original lender or by assignment or indirectly through participation agreements or certain derivative instruments. While many of these loans will be collateralized, the Fund can also invest in uncollateralized loans. Loans are often issued in connection with recapitalizations, acquisitions, leveraged buyouts, and refinancing of borrowers. The loans often pay interest at rates that float above (or are adjusted periodically based on) a benchmark that reflects current interest rates although the Fund can also invest in loans with fixed interest rates.
As of March 30, 2012, securities with an aggregate market value of $1,999,205,813, representing 96.76% of the Fund’s net assets were comprised of loans.
Credit Risk. Loans and debt securities are subject to credit risk. Credit risk relates to the ability of the borrower under a loan or issuer of a debt to meet interest or principal payments or both as they become due. The Fund may acquire securities that have missed an interest payment, and is not obligated to dispose of securities whose issuers subsequently miss an interest payment. Information concerning securities not accruing income as of March 30, 2012 is as follows:
Cost | $ | 4,605,716 | ||
Market Value | $ | 182,644 | ||
Market Value as a % of Net Assets | 0.01 | % |
Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its 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 IMMF.
Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.
34 | OPPENHEIMER MASTER LOAN FUND, LLC
Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.
The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.
Federal Taxes. The Fund, as an entity, will not be subject to U.S. federal income tax. The Fund will be treated for U.S. federal income tax purposes as a partnership, and not as an association taxable as a corporation. Therefore, a tax provision is not required. Each shareholder is required for U.S. federal income tax purposes to take into account, in its taxable year with which (or within which a taxable year of the Fund ends), its distributive share of all items of Fund income, gains, losses, and deductions for such taxable year of the Fund. A shareholder must take such items into account even if the Fund does not distribute cash or other property to such shareholder during its taxable year.
Although the Fund is treated as a partnership for Federal tax purposes, it is intended that the Fund’s assets, income and distributions will be managed in such a way that investment in the Fund would not cause an investor that is a regulated investment company under Subchapter M of the Code (“RIC”) to fail that qualification.
Directors’ Compensation. The Board of Directors has adopted a compensation deferral plan for independent directors that enables directors to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Director 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 Director. The Fund purchases shares of the funds selected for deferral by the Director in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of directors’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.
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
35 | OPPENHEIMER MASTER LOAN FUND, LLC
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
1. Significant Accounting Policies Continued
at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.
Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.
Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.
Indemnifications. The Fund’s organizational documents provide current and former directors and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
2. Securities Valuation
The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
Valuation Methods and inputs
Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.
The following methodologies are used to determine the market value or the fair value of the types of securities described below:
36 | OPPENHEIMER MASTER LOAN FUND, LLC
Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A security of a foreign issuer traded on a foreign exchange but not listed on a registered U.S. securities exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority); (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.
Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.
Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.
Short-term money market type debt securities with a remaining maturity of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.
A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.
Standard inputs generally considered | ||
Security Type | by third-party pricing vendors | |
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities | Reported trade data, broker-dealer price quotations, | |
benchmark yields, issuer spreads on comparable | ||
securities, the credit quality, yield, maturity, and | ||
other appropriate factors. | ||
Loans | Information obtained from market participants | |
regarding reported trade data and broker-dealer | ||
price quotations. | ||
Event-linked bonds | Information obtained from market participants regarding | |
reported trade data and broker-dealer price quotations. |
37 | OPPENHEIMER MASTER LOAN FUND, LLC
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
2. Securities Valuation Continued
If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.
Classifications
Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
1) | Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange) | ||
2) | Level 2—inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.) | ||
3) | Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability). |
The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.
The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of March 30, 2012 based on valuation input level:
38 | OPPENHEIMER MASTER LOAN FUND, LLC
Level 3— | ||||||||||||||||
Level 1— | Level 2— | Significant | ||||||||||||||
Unadjusted | Other Significant | Unobservable | ||||||||||||||
Quoted Prices | Observable Inputs | Inputs | Value | |||||||||||||
Assets Table | ||||||||||||||||
Investments, at Value: | ||||||||||||||||
Corporate Loans | $ | — | $ | 1,999,205,729 | $ | 84 | $ | 1,999,205,813 | ||||||||
Corporate Bonds and Notes | — | 23,965,588 | — | 23,965,588 | ||||||||||||
Preferred Stocks | — | — | — | — | ||||||||||||
Common Stocks | 323,467 | 6,480,079 | 11,630,562 | 18,434,108 | ||||||||||||
Rights, Warrants and Certificates | — | 4,864,800 | 4,407,300 | 9,272,100 | ||||||||||||
Investment Company | 43,663,778 | — | — | 43,663,778 | ||||||||||||
Total Assets | $ | 43,987,245 | $ | 2,034,516,196 | $ | 16,037,946 | $ | 2,094,541,387 | ||||||||
Currency contracts and forwards, if any, are reported at their unrealized appreciation/ depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
The following is a reconciliation of assets in which significant unobservable inputs (level 3) were used in determining fair value:
Change in | Accretion/ | |||||||||||||||||||||||||||||||
Value as of | unrealized | (amortization) | Transfers | Value as of | ||||||||||||||||||||||||||||
September 30, | Realized | appreciation/ | of premium/ | out of | March 30, | |||||||||||||||||||||||||||
2011 | gain | depreciation | discount1 | Purchases | Sales | Level 32 | 2012 | |||||||||||||||||||||||||
Assets Table Investments, at Value: | ||||||||||||||||||||||||||||||||
Corporate Loans | $ | 84 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 84 | ||||||||||||||||
Corporate Bonds and Notes | 43,747 | — | (109 | ) | (219 | ) | — | — | (43,419 | ) | — | |||||||||||||||||||||
Common Stocks | 14,975,262 | 2,072,193 | (107,193 | ) | — | — | (5,309,700 | ) | — | 11,630,562 | ||||||||||||||||||||||
Rights, Warrants and Certificates | 4,992,000 | 729,300 | 145,794 | — | 391,500 | (1,851,294 | ) | (43,419 | ) | 4,363,881 | ||||||||||||||||||||||
Total Assets | $ | 20,011,093 | $ | 2,801,493 | $ | 38,492 | $ | (219 | ) | $ | 391,500 | $ | (7,160,994 | ) | $ | (86,838 | ) | $ | 15,994,527 | |||||||||||||
1. | Included in net investment income. | |
2. | Transferred from Level 3 to Level 2 due to the availability of market data for this security. |
The total change in unrealized appreciation/depreciation included in the Statement of Operations attributable to level 3 investments still held at March 30, 2012 includes:
Change in unrealized | ||||
appreciation/depreciation | ||||
Corporate Loans | $ | — | ||
Common Stocks | (107,193 | ) | ||
Rights, Warrants and Certificates | 145,794 | |||
$ | 38,601 | |||
39 | OPPENHEIMER MASTER LOAN FUND, LLC
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
2. Securities Valuation Continued
The following investments have been classified as Level 3 instruments.
As of March 30, 2012, the Manager determined the fair value of certain thinly traded common stock, and related warrants, using weekly broker-dealer price quotations. For certain common stock that does not trade, the Manager has determined the fair value of these securities using internal models that utilize quarterly financial statements and Manager assumptions using comparable security inputs.
There have been no significant changes to the fair valuation methodologies of the Fund during the period.
3. Shares of Beneficial Interest
The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest. Transactions in shares of beneficial interest were as follows:
Six Months Ended March 30, 2012 | Year Ended September 30, 2011 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Contributions | 12,874,775 | $ | 155,678,401 | 20,013,205 | $ | 228,687,040 | ||||||||||
Withdrawals | (14,386,909 | ) | (175,054,103 | ) | (16,885,032 | ) | (198,724,070 | ) | ||||||||
Net increase (decrease) | (1,512,134 | ) | $ | (19,375,702 | ) | 3,128,173 | $ | 29,962,970 | ||||||||
4. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the six months ended March 30, 2012, were as follows:
Purchases | Sales | |||||||
Investment securities | $ | 549,634,677 | $ | 499,011,308 |
5. Fees and Other Transactions with Affiliates
Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate of 0.30%.
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. For the six months ended March 30, 2012, the Fund paid no fees to OFS for services to the Fund.
Waivers and Reimbursements of Expenses. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the six months ended March 30, 2012, the Manager waived fees and/or reimbursed the Fund $47,473 for IMMF management fees.
40 | OPPENHEIMER MASTER LOAN FUND, LLC
Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
6. Restricted Securities
As of March 30, 2012, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Directors as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.
7. Loan Commitments
Pursuant to the terms of certain credit agreements, the Fund has unfunded loan commitments of $8,506,786 at March 30, 2012. The Fund generally will maintain with its custodian, liquid investments having an aggregate value at least equal to the par value of unfunded loan commitments. At March 30, 2012, these commitments have a market value of $296,971 and have been included as Corporate Loans in the Statement of Investments.
Pursuant to the terms of certain credit agreements, the Fund can have unfunded loan commitments. The Fund generally will maintain with its custodian, liquid investments having an aggregate value at least equal to the par value of unfunded loan commitments. Commitments are contractually obligated to fund by a specified date and have been included as Corporate Loans in the Statement of Investments.
8. Pending Litigation
Since 2009, a number of class action, derivative and individual lawsuits have been pending in federal and state courts against OppenheimerFunds, Inc., the Fund’s investment advisor (the “Manager”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by the Manager and distributed by the Distributor (the “Defendant Funds”). Several of these lawsuits also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raise claims under federal securities laws and various states’ securities, consumer protection and common law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses.
Other class action and individual lawsuits have been filed since 2008 in various state and federal courts against the Manager and certain of its affiliates by investors seeking to recover investments they allegedly lost as a result of the “Ponzi” scheme run by
41 | OPPENHEIMER MASTER LOAN FUND, LLC
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
8. | Pending Litigation Continued |
Bernard L. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC (“BLMIS”). Plaintiffs in these suits allege that they suffered losses as a result of their investments in several funds managed by an affiliate of the Manager and assert a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. Neither the Distributor, nor any of the Oppenheimer mutual funds, their independent trustees or directors are named as defendants in these lawsuits. None of the Oppenheimer mutual funds invested in any funds or accounts managed by Madoff or BLMIS. On February 28, 2011, a stipulation of partial settlement of three groups of consolidated putative class action lawsuits relating to these matters was filed in the U.S. District Court for the Southern District of New York. On August 19, 2011, the court entered an order and final judgment approving the settlement as fair, reasonable and adequate. In September 2011, certain parties filed notices of appeal from the court’s order approving the settlement. On July 29, 2011, a stipulation of settlement between certain affiliates of the Manager and the Trustee appointed under the Securities Investor Protection Act to liquidate BLMIS was filed in the U.S. Bankruptcy Court for the Southern District of New York to resolve purported preference and fraudulent transfer claims by the Trustee. On September 22, 2011, the court entered an order approving the settlement as fair, reasonable and adequate. In October 2011, certain parties filed notices of appeal from the court’s order approving the settlement. The aforementioned settlements do not resolve other outstanding lawsuits against the Manager and its affiliates relating to BLMIS.
On April 16, 2010, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark IV Funding Limited (“AAArdvark IV”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark IV. Plaintiffs allege breach of contract against the defendants and seek compensatory damages, costs and disbursements, including attorney fees. On July 15, 2011, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark XS. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees.
42 | OPPENHEIMER MASTER LOAN FUND, LLC
The Manager believes the lawsuits and appeals described above are without legal merit and, with the exception of actions it has settled, is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer mutual funds.
43 | OPPENHEIMER MASTER LOAN FUND, LLC
SHAREHOLDER MEETING Unaudited
On February 29, 2012, a shareholder meeting of Oppenheimer Master Loan Fund LLC (the “Fund”) was held at which the twelve Trustees identified below were elected (Proposal No. 1). At the meeting the sub-proposals in (Proposal No. 2) and (Proposal No. 3) were approved as described in the Fund’s proxy statement for that meeting. The following is a report of the votes cast:
Nominee/Proposal | For | Withheld | ||||||
Trustees | ||||||||
William L Armstrong | 164,997,890 | 0 | ||||||
Edward L. Cameron | 164,997,890 | 0 | ||||||
Jon S. Fossel | 164,997,890 | 0 | ||||||
Sam Freedman | 164,997,890 | 0 | ||||||
Richard F. Grabish | 164,997,890 | 0 | ||||||
Beverly L. Hamilton | 164,997,890 | 0 | ||||||
Robert J. Malone | 164,997,890 | 0 | ||||||
F. William Marshall, Jr. | 164,997,890 | 0 | ||||||
Victoria J. Herget | 164,997,890 | 0 | ||||||
Karen L. Stuckey | 164,997,890 | 0 | ||||||
James D. Vaughn | 164,997,890 | 0 | ||||||
William F. Glavin, Jr. | 164,997,890 | 0 |
2a: Proposal to revise the fundamental policy relating to borrowing
For | Against | Abstain | Broker Non Vote | |||||||||
164,997,890 | 0 | 0 | 0 |
2b-1: Proposal to revise the fundamental policy relating to concentration of investments
For | Against | Abstain | Broker Non Vote | |||||||||
164,997,890 | 0 | 0 | 0 |
2e-1: Proposal to revise the fundamental policy relating to lending
For | Against | Abstain | Broker Non Vote | |||||||||
164,997,890 | 0 | 0 | 0 |
2f: Proposal to remove the fundamental policy relating to margin and short sales
For | Against | Abstain | Broker Non Vote | |||||||||
164,997,890 | 0 | 0 | 0 |
2g-1: Proposal to revise the fundamental policy relating to real estate and commodities
For | Against | Abstain | Broker Non Vote | |||||||||
164,997,890 | 0 | 0 | 0 |
2g-2: Proposal to remove the additional fundamental policy relating to real estate and commodities
For | Against | Abstain | Broker Non Vote | |||||||||
164,997,890 | 0 | 0 | 0 |
44 | OPPENHEIMER MASTER LOAN FUND, LLC
2h: Proposal to revise the fundamental policy relating to senior securities
For | Against | Abstain | Broker Non Vote | |||||||||
164,997,890 | 0 | 0 | 0 |
2i: Proposal to revise fundamental policy relating to underwriting
For | Against | Abstain | Broker Non Vote | |||||||||
164,997,890 | 0 | 0 | 0 |
45 | OPPENHEIMER MASTER LOAN FUND, LLC
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund’s website at oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Householding—Delivery of Shareholder Documents
This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus (or, if available, the fund’s summary prospectus), annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.
Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus (or, if available, the summary prospectus), reports and privacy policy within 30 days of receiving your request to stop householding.
46 | OPPENHEIMER MASTER LOAN FUND, LLC
OPPENHEIMER MASTER LOAN FUND, LLC
Directors and Officers | William L. Armstrong, Chairman of the Board of Directors and Director | |
Edward L. Cameron, Director | ||
Jon S. Fossel, Director | ||
Sam Freedman, Director | ||
Richard F. Grabish, Director | ||
Beverly L. Hamilton, Director | ||
Robert J. Malone, Director | ||
F. William Marshall, Jr., Director | ||
Richard F. Grabish, Director | ||
Victoria J. Herget, Director | ||
James D. Vaughn, Director | ||
William F. Glavin, Jr., Director, President and Principal Executive Officer | ||
Margaret Hui, Vice President | ||
Joseph Welsh, Vice President | ||
Arthur S. Gabinet, Secretary and Chief Legal Officer | ||
Christina M. Nasta, Vice President and Chief Business Officer | ||
Mark S. Vandehey, Vice President and Chief Compliance Officer | ||
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer | ||
Manager | OppenheimerFunds, Inc. | |
Distributor | OppenheimerFunds Distributor, Inc. | |
Transfer and Shareholder Servicing Agent | OppenheimerFunds Services | |
Independent Registered Public Accounting Firm | KPMG llp | |
Counsel | K&L Gates LLP | |
The financial statements included herein have been taken from the records of the Fund without examination of those records by the independent registered public accounting firm. |
©2012 OppenheimerFunds, Inc. All rights reserved.
47 | OPPENHEIMER MASTER LOAN FUND, LLC
PRIVACY POLICY NOTICE
As an Oppenheimer fund shareholder, you are entitled to know how we protect your personal information and how we limit its disclosure.
Information Sources
We obtain nonpublic personal information about our shareholders from the following sources:
• | Applications or other forms | |
• | When you create a user ID and password for online account access | |
• | When you enroll in eDocs Direct, our electronic document delivery service | |
• | Your transactions with us, our affiliates or others | |
• | A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited | |
• | When you set up challenge questions to reset your password online |
If you visit oppenheimerfunds.com and do not log on to the secure account information areas, we do not obtain any personal information about you. When you do log on to a secure area, we do obtain your user ID and password to identify you. We also use this information to provide you with products and services you have requested, to inform you about products and services that you may be interested in and assist you in other ways.
We do not collect personal information through our website unless you willingly provide it to us, either directly by email or in those areas of the website that request information. In order to update your personal information (including your mailing address, email address and phone number) you must first log on and visit your user profile.
If you have set your browser to warn you before accepting cookies, you will receive the warning message with each cookie. You can refuse cookies by turning them off in your browser. However, doing so may limit your access to certain sections of our website.
We use cookies to help us improve and manage our website. For example, cookies help us recognize new versus repeat visitors to the site, track the pages visited, and enable some special features on the website. This data helps us provide a better service for our website visitors.
Protection of Information
We do not disclose any non-public personal information (such as names on a customer list) about current or former customers to anyone, except as permitted by law.
Disclosure of Information
We send your financial advisor (as designated by you) copies of confirmations, account statements and other documents reporting activity in your fund accounts. 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 financial services or 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 MASTER LOAN FUND, LLC
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.
We do not guarantee or warrant that any part of our website, including files available for download, are free of viruses or other harmful code. It is your responsibility to take appropriate precautions, such as use of an anti-virus software package, to protect your computer hardware and software.
• | All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format. | |
• | Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data. | |
• | You can exit the secure area by either closing your browser, or for added security, you can use the Log Out button before you close your browser. |
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, do not allow it to be used by anyone else. Also, take special precautions when accessing your account on a computer used by others.
Who We Are
This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds Distributor, Inc., the trustee of OppenheimerFunds Individual Retirement Accounts (IRAs) and the custodian of the OppenheimerFunds 403(b)(7) tax sheltered custodial accounts. 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 January 16, 2004. 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 these privacy policies, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com or call us at 1.800.525.7048.
49 | OPPENHEIMER MASTER LOAN FUND, LLC
Item 2. Code of Ethics.
Not applicable to semiannual reports.
Item 3. Audit Committee Financial Expert.
Not applicable to semiannual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable to semiannual reports.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Schedule of Investments.
a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.
b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards
1. | The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection. | |
2. | The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder. | |
3. | The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following: |
• | the name, address, and business, educational, and/or other pertinent background of the person being recommended; | ||
• | a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940; | ||
• | any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and | ||
• | the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares. |
The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.
4. | Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its |
subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.” | ||
5. | Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company. |
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 3/30/2012, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.
There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a) | (1) Not applicable to semiannual reports. |
(2) Exhibits attached hereto.
(3) Not applicable.
(b) | Exhibit attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Oppenheimer Master Loan Fund, LLC
By: | /s/ William F. Glavin, Jr. | |||
Principal Executive Officer | ||||
Date: | 5/8/2012 |
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/ William F. Glavin, Jr. | |||
Principal Executive Officer | ||||
Date: | 5/8/2012 | |||
By: | /s/ Brian W. Wixted | |||
Principal Financial Officer | ||||
Date: | 5/8/2012 |