UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-22420
Oppenheimer Master Inflation Protected Securities 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)
Cynthia Lo Bessette
OFI Global Asset Management, Inc.
225 Liberty Street, New York, New York 10281-1008
(Name and address of agent for service)
Registrant’s telephone number, including area code: (303) 768-3200
Date of fiscal year end: January 31
Date of reporting period: 1/31/2017
Item 1. Reports to Stockholders.
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| | Annual Report | | | 1/31/2017 | | | |
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| | Oppenheimer Master Inflation Protected Securities Fund, LLC | | | | | | |
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PORTFOLIO MANAGER: Young-Sup Lee |
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AVERAGE ANNUAL TOTAL RETURNS AT 1/31/17 |
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| | Oppenheimer Master Inflation Protected Securities Fund, LLC | | Bloomberg Barclays U.S. Treasury Inflation Protected Securities (TIPS) Index |
1-Year | | 3.55% | | 4.02% |
5-Year | | 0.37 | | 0.61 |
Since Inception (6/2/10) | | 2.71 | | 3.23 |
Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. Fund returns include changes in share price and reinvested distributions.
Shares of Oppenheimer Master Inflation Protected Securities Fund, LLC are issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”), as amended. Investments in the Fund may only be made
2 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
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 “security” within the meaning of the Securities Act.
Shares of Oppenheimer funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested.
3 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
Fund Performance Discussion
The Fund returned 3.55% over the reporting period, compared to its benchmark, the Bloomberg Barclays U.S. Treasury Inflation Protected Securities (“TIPS”) Index (the “Index”), which returned 4.02% during the same period. The Fund’s underperformance relative to the Index was largely the result of fees, as Index performance includes reinvestment of income, but does not reflect transaction costs, fees or expenses.
The Fund invests primarily in TIPS, which consisted of roughly 97% of the Fund’s investments at period end. The performance of TIPS is closely correlated to the expected U.S. inflation rates. For the 12 months ended January 31, 2017, the Consumer Price Index (“CPI”) annual inflation rate was 2.5% before seasonal adjustment, according to data from the Bureau of Labor Statistics at period end.
The Fund also had a small allocation to mortgage-backed obligations and asset backed securities, which consisted of roughly 3% of the Fund’s investments at period end. These investments produced slight positive performance for the Fund during the reporting period.
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COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: |
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4 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
The Fund’s performance is compared to the performance of the Bloomberg Barclays U.S. TIPS Index, which includes all publicly issued, U.S. Treasury inflation-protected securities that have at least one year remaining to maturity, are rated investment grade, and have $25 million or more of outstanding face value. The Index is unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc. or its affiliates.
5 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
Top Holdings and Allocations
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PORTFOLIO ALLOCATION | | | | |
U.S. Government Obligations | | | 96.3% | |
Asset-Backed Securities | | | 2.5 | |
Mortgage-Backed Obligations | | | | |
Government Agency | | | 0.9 | |
Non-Agency | | | 0.1 | |
Investment Company Oppenheimer Institutional Government Money Market Fund | | | 0.2 | |
Portfolio holdings and allocations are subject to change. Percentages are as of January 31, 2017, and are based on the total market value of investments.
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CREDIT RATING BREAKDOWN | | NRSRO ONLY TOTAL |
AAA | | 98.1% |
AA | | 1.0 |
A | | 0.3 |
BBB | | 0.5 |
CCC | | 0.1 |
Total | | 100.0% |
The percentages above are based on the market value of the Fund’s securities as of January 31, 2017, and are subject to change. 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. (the “Sub-Adviser”) 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. For securities not rated by an NRSRO, the Sub-Adviser uses its own credit analysis to assign ratings in categories similar to those of S&P. The use of similar categories is not an indication that the Sub-Adviser’s credit analysis process is consistent or comparable with any NRSRO’s process were that NRSRO to rate the same security. Fund assets invested in Oppenheimer Institutional Government 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 (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 INFLATION PROTECTED SECURITIES FUND, LLC
Fund Expenses
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and/or contingent deferred sales charges on redemptions; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended January 31, 2017.
Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended January 31, 2017” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio, and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
7 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
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Actual | | Beginning Account Value August 1, 2016 | | Ending Account Value January 31, 2017 | | Expenses Paid During 6 Months Ended January 31, 2017 |
| | $ 1,000.00 | | $ 984.30 | | $ 2.45 |
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Hypothetical (5% return before expenses) | | | | | | |
| | 1,000.00 | | 1,022.67 | | 2.49 |
Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized expense ratio, excluding indirect expenses from affiliated funds, based on the 6-month period ended January 31, 2017 is as follows:
The expense ratio reflects voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Financial Highlights” 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.
8 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
STATEMENT OF INVESTMENTS January 31, 2017
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| | Principal Amount | | | Value | |
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Asset-Backed Securities—2.5% | | | | | | | | |
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AmeriCredit Automobile Receivables Trust: | | | | | | | | |
Series 2014-1, Cl. D, 2.54%, 6/8/20 | | $ | 215,000 | | | $ | 216,390 | |
Series 2014-1, Cl. E, 3.58%, 8/9/21 | | | 350,000 | | | | 355,562 | |
Series 2014-2, Cl. D, 2.57%, 7/8/20 | | | 220,000 | | | | 221,072 | |
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California Republic Auto Receivables Trust, Series 2014-2, Cl. C, 3.29%, 3/15/21 | | | 95,000 | | | | 95,848 | |
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Capital Auto Receivables Asset Trust, Series 2013-1, Cl. D, 2.19%, 9/20/21 | | | 130,000 | | | | 130,329 | |
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DT Auto Owner Trust, Series 2013-2A, Cl. D, 4.18%, 6/15/201 | | | 116,122 | | | | 116,924 | |
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Santander Drive Auto Receivables Trust: | | | | | | | | |
Series 2013-4, Cl. D, 3.92%, 1/15/20 | | | 100,000 | | | | 101,926 | |
Series 2013-A, Cl. E, 4.71%, 1/15/211 | | | 400,000 | | | | 409,319 | |
Series 2014-2, Cl. D, 2.76%, 2/18/20 | | | 400,000 | | | | 404,528 | |
Series 2014-3, Cl. D, 2.65%, 8/17/20 | | | 350,000 | | | | 353,906 | |
Series 2014-4, Cl. D, 3.10%, 11/16/20 | | | 357,000 | | | | 362,244 | |
Series 2015-2, Cl. D, 3.02%, 4/15/21 | | | 310,000 | | | | 313,331 | |
Series 2015-4, Cl. D, 3.53%, 8/16/21 | | | 315,000 | | | | 322,443 | |
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SNAAC Auto Receivables Trust, Series 2014-1A, Cl. D, 2.88%, 1/15/201 | | | 600,000 | | | | 602,165 | |
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Total Asset-Backed Securities (Cost $3,976,692) | | | | | | | 4,005,987 | |
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Mortgage-Backed Obligations—1.0% | | | | | | | | |
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Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Series 2716, Cl. UN, 4.50%, 12/15/23 | | | 42,252 | | | | 44,323 | |
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Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security, Series 3031, Cl. BI, 46.20%, 8/15/352 | | | 25,991 | | | | 5,443 | |
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Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Series 2008-24, Cl. DY, 5%, 4/25/23 | | | 28,108 | | | | 28,689 | |
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Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest- Only Stripped Mtg.-Backed Security: | |
Series 2003-24, Cl. SL, 99.999%, 4/25/182 | | | 158,419 | | | | 5,177 | |
Series 2005-87, Cl. SE, 11.519%, 10/25/352 | | | 283,580 | | | | 45,082 | |
Series 2005-93, Cl. SI, 9.581%, 10/25/352 | | | 269,530 | | | | 47,854 | |
Series 2007-88, Cl. XI, 0.00%, 6/25/372,3 | | | 263,485 | | | | 46,604 | |
Series 2011-96, Cl. SA, 14.148%, 10/25/412 | | | 205,177 | | | | 34,772 | |
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Government National Mortgage Assn. II Pool, 3.50%, 2/1/474 | | | 1,170,000 | | | | 1,212,138 | |
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Merrill Lynch Mortgage Investors Trust, Series 2005-A1, Cl. 2A1, 3.058%, 12/25/345 | | | 71,170 | | | | 71,385 | |
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Wells Fargo Mortgage-Backed Securities Trust, Series 2005- AR15, Cl. 1A2, 2.983%, 9/25/355 | | | 62,599 | | | | 61,018 | |
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Total Mortgage-Backed Obligations (Cost $1,583,784) | | | | | | | 1,602,485 | |
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U.S. Government Obligations—96.9% | | | | | | | | |
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United States Treasury Inflation-Protected Securities: | | | | | | | | |
0.125%, 4/15/17-7/15/266 | | | 50,359,352 | | | | 50,674,699 | |
9 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
STATEMENT OF INVESTMENTS Continued
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| | Principal Amount | | | Value | |
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U.S. Government Obligations (Continued) | | | | | | | | |
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United States Treasury Inflation-Protected Securities: (Continued) | | | | | | | | |
0.25%, 1/15/256 | | $ | 22,723,477 | | | $ | 22,597,953 | |
0.625%, 1/15/24-2/15/436 | | | 15,746,268 | | | | 15,695,453 | |
0.75%, 2/15/426,7 | | | 5,447,412 | | | | 5,235,344 | |
1.00%, 2/15/466 | | | 2,772,656 | | | | 2,827,250 | |
1.375%, 1/15/20-2/15/446 | | | 19,810,430 | | | | 21,149,836 | |
2.50%, 1/15/296 | | | 11,128,986 | | | | 13,611,918 | |
2.625%, 7/15/176 | | | 16,466,171 | | | | 16,856,914 | |
3.625%, 4/15/286 | | | 5,595,863 | | | | 7,447,964 | |
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Total U.S. Government Obligations (Cost $153,680,934) | | | | | | | 156,097,331 | |
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Investment Company—0.2% | | | | | | | | |
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Oppenheimer Institutional Government Money Market Fund, Cl. E, 0.49%8,9 | | | | | | | | |
(Cost $355,404) | | | 355,404 | | | | 355,404 | |
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Total Investments, at Value (Cost $159,596,814) | | | 100.6% | | | | 162,061,207 | |
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Net Other Assets (Liabilities) | | | (0.6) | | | | (919,735) | |
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Net Assets | | | 100.0% | | | $ | 161,141,472 | |
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Footnotes to Statement of Investments
1. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $1,128,408 or 0.70% of the Fund’s net assets at period end.
2. Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $184,932 or 0.11% of the Fund’s net assets at period end.
3. Interest rate is less than 0.0005%.
4. All or a portion of the security position is when-issued or delayed delivery to be delivered and settled after period end. See Note 4 of the accompanying Notes.
5. Represents the current interest rate for a variable or increasing rate security.
6. Denotes an inflation-indexed security: coupon or principal are indexed to a consumer price index.
7. All or a portion of the security position is held in accounts at a futures clearing merchant and pledged to cover margin requirements on open futures contracts and written options on futures, if applicable. The aggregate market value of such securities is $33,879. See Note 6 of the accompanying Notes.
8. Rate shown is the 7-day yield at period end.
9. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the reporting period, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the reporting period in which the issuer was an affiliate are as follows:
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| | Shares January 29, 2016a | | | Gross Additions | | | Gross Reductions | | | Shares January 31, 2017 | |
Oppenheimer Institutional Government Money Market Fund, Cl. Eb | | | 3,895,463 | | | | 7,258,778 | | | | 10,798,837 | | | | 355,404 | |
10 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
Footnotes to Statement of Investments (Continued)
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| | Value | | | Income | |
Oppenheimer Institutional Government Money Market Fund, Cl. Eb | | $ | 355,404 | | | $ | 8,386 | |
a. Represents the last business day of the Fund’s reporting period.
b. Prior to September 28, 2016, this fund was named Oppenheimer Institutional Money Market Fund.
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Futures Contracts as of January 31, 2017 | | | | | | | | | | |
Description | | Exchange | | Buy/Sell | | Expiration Date | | Number of Contracts | | Value | | Unrealized Appreciation (Depreciation) | |
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United States Treasury Long Bonds | | CBT | | Sell | | 3/22/17 | | 3 | | $ 452,531 | | $ | (52) | |
United States Treasury Nts., 10 yr. | | CBT | | Sell | | 3/22/17 | | 1 | | 124,469 | | | 565 | |
United States Treasury Nts., 2 yr. | | CBT | | Buy | | 3/31/17 | | 75 | | 16,259,766 | | | 1,008 | |
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| | | | | | | | | | | | $ | 1,521 | |
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Glossary: | | |
Exchange Abbreviations |
CBT | | Chicago Board of Trade |
See accompanying Notes to Financial Statements.
11 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
STATEMENT OF ASSETS AND LIABILITIES January 31, 2017
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Assets | | | | |
Investments, at value—see accompanying statement of investments: | | | | |
Unaffiliated companies (cost $159,241,410) | | $ | 161,705,803 | |
Affiliated companies (cost $355,404) | | | 355,404 | |
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| | | 162,061,207 | |
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Cash | | | 10,000 | |
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Cash used for collateral on futures | | | 246,100 | |
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Receivables and other assets: | | | | |
Interest and dividends | | | 192,238 | |
Shares of beneficial interest sold | | | 4,754 | |
Variation margin receivable | | | 3,328 | |
Other | | | 15,517 | |
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Total assets | | | 162,533,144 | |
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Liabilities | | | | |
Payables and other liabilities: | | | | |
Investments purchased (including $1,213,875 purchased on a when-issued or delayed delivery basis) | | | 1,214,026 | |
Shares of beneficial interest redeemed | | | 116,201 | |
Directors’ compensation | | | 9,296 | |
Variation margin payable | | | 5,753 | |
Shareholder communications | | | 2,685 | |
Other | | | 43,711 | |
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Total liabilities | | | 1,391,672 | |
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Net Assets—applicable to 13,485,203 shares of beneficial interest outstanding | | $ | 161,141,472 | |
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Net Asset Value, Redemption Price Per Share and Offering Price Per Share | | $ | 11.95 | |
See accompanying Notes to Financial Statements.
12 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
STATEMENT OF OPERATIONS For the Year Ended January 31, 2017
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Investment Income | | | | |
Interest | | $ | 3,199,651 | |
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Fee income on when-issued securities | | | 21,983 | |
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Dividends—Affiliated companies | | | 8,386 | |
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Total investment income | | | 3,230,020 | |
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Expenses | | | | |
Management fees | | | 659,404 | |
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Transfer and shareholder servicing agent fees | | | 8,243 | |
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Shareholder communications | | | 10,304 | |
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Legal, auditing and other professional fees | | | 74,314 | |
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Directors’ compensation | | | 13,121 | |
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Custodian fees and expenses | | | 909 | |
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Other | | | 7,990 | |
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Total expenses | | | 774,285 | |
Less waivers and reimbursements of expenses | | | (1,961) | |
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Net expenses | | | 772,324 | |
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Net Investment Income | | | 2,457,696 | |
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Realized and Unrealized Gain (Loss) | | | | |
Net realized gain (loss) on: | | | | |
Investments from unaffiliated companies | | | (66,797) | |
Closing and expiration of futures contracts | | | 615,141 | |
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Net realized gain | | | 548,344 | |
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Net change in unrealized appreciation/depreciation on: | | | | |
Investments | | | 2,861,627 | |
Futures contracts | | | (129,016) | |
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Net change in unrealized appreciation/depreciation | | | 2,732,611 | |
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Net Increase in Net Assets Resulting from Operations | | $ | 5,738,651 | |
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See accompanying Notes to Financial Statements.
13 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
STATEMENTS OF CHANGES IN NET ASSETS
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| | Year Ended January 31, 2017 | | | Year Ended January 29, 20161 | |
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Operations | | | | | | | | |
Net investment income | | $ | 2,457,696 | | | $ | 570,338 | |
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Net realized gain | | | 548,344 | | | | 549,515 | |
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Net change in unrealized appreciation/depreciation | | | 2,732,611 | | | | (6,852,214) | |
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Net increase (decrease) in net assets resulting from operations | | | 5,738,651 | | | | (5,732,361) | |
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Beneficial Interest Transactions | | | | | | | | |
Net increase (decrease) in net assets resulting from beneficial interest transactions: | | | | | | | | |
Proceeds from contributions | | | 11,470,989 | | | | 14,551,949 | |
Payments for withdrawals | | | (18,886,578 | ) | | | (17,104,041) | |
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| | | (7,415,589 | ) | | | (2,552,092) | |
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Net Assets | | | | | | | | |
Total decrease | | | (1,676,938 | ) | | | (8,284,453) | |
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Beginning of period | | | 162,818,410 | | | | 171,102,863 | |
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End of period | | $ | 161,141,472 | | | $ | 162,818,410 | |
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1. Represents the last business day of the Fund’s reporting period.
See accompanying Notes to Financial Statements.
14 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
FINANCIAL HIGHLIGHTS
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| | Year Ended January 31, 2017 | | | Year Ended January 29, 20161 | | | Year Ended January 30, 20151 | | | Year Ended January 31, 2014 | | | Year Ended January 31, 2013 | |
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Per Share Operating Data | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | | $11.54 | | | | $11.94 | | | | $11.42 | | | | $12.17 | | | | $11.73 | |
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Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income2 | | | 0.18 | | | | 0.04 | | | | 0.11 | | | | 0.10 | | | | 0.18 | |
Net realized and unrealized gain (loss) | | | 0.23 | | | | (0.44) | | | | 0.41 | | | | (0.85) | | | | 0.26 | |
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Total from investment operations | | | 0.41 | | | | (0.40) | | | | 0.52 | | | | (0.75) | | | | 0.44 | |
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Net asset value, end of period | | | $11.95 | | | | $11.54 | | | | $11.94 | | | | $11.42 | | | | $12.17 | |
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Total Return, at Net Asset Value3 | | | 3.55% | | | | (3.35)% | | | | 4.55% | | | | (6.16)% | | | | 3.75% | |
|
| |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | | $161,141 | | | | $162,818 | | | | $171,103 | | | | $134,854 | | | | $119,030 | |
| |
Average net assets (in thousands) | | | $164,817 | | | | $164,921 | | | | $162,943 | | | | $121,157 | | | | $86,745 | |
| |
Ratios to average net assets:4 | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 1.49% | | | | 0.35% | | | | 0.97% | | | | 0.84% | �� | | | 1.53% | |
Total expenses5 | | | 0.47% | | | | 0.45% | | | | 0.44% | | | | 0.47% | | | | 0.48% | |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | | | 0.47% | | | | 0.45% | | | | 0.44% | | | | 0.47% | | | | 0.48% | |
| |
Portfolio turnover rate | | | 8%6 | | | | 16%6 | | | | 5% | | | | 15% | | | | 0% | |
1. Represents the last business day of the Fund’s reporting period.
2. Per share amounts calculated based on the average shares outstanding during the period.
3. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4. Annualized for periods less than one full year.
5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:
| | | | |
| | Year Ended January 31, 2017 | | 0.47% |
| | Year Ended January 29, 2016 | | 0.45% |
| | Year Ended January 30, 2015 | | 0.44% |
| | Year Ended January 31, 2014 | | 0.47% |
6. The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:
| | | | | | | | |
| | Purchase Transactions | | | Sale Transactions | |
| |
Year Ended January 31, 2017 | | | $14,790,857 | | | | $14,790,857 | |
Year Ended January 29, 2016 | | | $11,356,129 | | | | $10,126,100 | |
See accompanying Notes to Financial Statements.
15 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
NOTES TO FINANCIAL STATEMENTS January 31, 2017
1. Organization
Oppenheimer Master Inflation Protected Securities Fund, LLC (the “Fund”) is organized as a Delaware limited liability company and registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a diversified, open-end management investment company.The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI.
Shares of the Fund are issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(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 followed in the Fund’s preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
2. Significant Accounting Policies
Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.
Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair 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 overdraft at a rate equal to the Prime Rate plus 0.35%. 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
16 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
2. Significant Accounting Policies (Continued)
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.
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.
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncement. In October 2016, the Securities and Exchange Commission (“SEC”) adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. OFI Global is currently evaluating the amendments and their impact, if any, on the fund’s financial statements.
17 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
NOTES TO FINANCIAL STATEMENTS Continued
3. Securities Valuation
The Fund calculates the net asset value of its shares as of 4:00 P.M. Eastern time, on each day the New York Stock Exchange (the “Exchange”) is open for trading, except in the case of a scheduled early closing of the Exchange, in which case the Fund will calculate net asset value of the shares as of the scheduled early closing time of the Exchange.
The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.
Valuation Methods and Inputs
Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.
The following methodologies are used to determine the market value or the fair value of the types of securities described below:
Equity securities traded on a securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the official closing price on the principal exchange on which the security is traded, as identified by the Manager, prior to the time when the Fund’s assets are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded. If the official closing price or last sales price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.
Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.
Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.
Short-term money market type debt securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.
Futures contracts and futures options traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or most recently prior to, the time when the Fund’s assets are valued.
18 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
3. Securities Valuation (Continued)
A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.
| | |
Security Type | | Standard inputs generally considered by third-party pricing vendors |
|
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities | | Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors. |
|
Loans | | Information obtained from market participants regarding reported trade data and broker-dealer price quotations. |
|
Event-linked bonds | | Information obtained from market participants regarding reported trade data and broker-dealer price quotations. |
If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security, the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.
To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.
19 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
NOTES TO FINANCIAL STATEMENTS Continued
3. Securities Valuation (Continued)
Classifications
Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs 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 Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered are measured using net asset value as a practical expedient, and are not classified in the fair value hierarchy.
The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities at period end based on valuation input level:
| | | | | | | | | | | | | | | | |
| | Level 1— Unadjusted Quoted Prices | | | Level 2— Other Significant Observable Inputs | | | Level 3— Significant Unobservable Inputs | | | Value | |
| |
Assets Table | | | | | | | | | | | | | | | | |
Investments, at Value: | | | | | | | | | | | | | | | | |
Asset-Backed Securities | | $ | — | | | $ | 4,005,987 | | | $ | — | | | $ | 4,005,987 | |
Mortgage-Backed Obligations | | | — | | | | 1,602,485 | | | | — | | | | 1,602,485 | |
U.S. Government Obligations | | | — | | | | 156,097,331 | | | | — | | | | 156,097,331 | |
Investment Company | | | 355,404 | | | | — | | | | — | | | | 355,404 | |
| | | | |
Total Investments, at Value | | | 355,404 | | | | 161,705,803 | | | | — | | | | 162,061,207 | |
Other Financial Instruments: | | | | | | | | | | | | | | | | |
Futures contracts | | | 1,573 | | | | — | | | | — | | | | 1,573 | |
| | | | |
Total Assets | | $ | 356,977 | | | $ | 161,705,803 | | | $ | — | | | $ | 162,062,780 | |
| | | | |
| | | | |
Liabilities Table | | | | | | | | | | | | | | | | |
Other Financial Instruments: | | | | | | | | | | | | | | | | |
Futures contracts | | $ | (52 | ) | | $ | — | | | $ | — | | | $ | (52) | |
| | | | |
Total Liabilities | | $ | (52 | ) | | $ | — | | | $ | — | | | $ | (52) | |
| | | | |
Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
20 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
4. Investments and Risks
Investments in Affiliated Funds. The Fund is permitted to invest in other mutual funds advised by the Manager (“Affiliated Funds”). Affiliated Funds are open-end management investment companies registered under the 1940 Act, as amended. The Manager is the investment adviser of, and the Sub-Adviser provides investment and related advisory services to, the Affiliated Funds. When applicable, the Fund’s investments in Affiliated Funds are included in the Statement of Investments. Shares of Affiliated Funds are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of the Affiliated Funds’ expenses, including their management fee. The Manager will waive fees and/ or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in the Affiliated Funds.
Each of the Affiliated Funds in which the Fund invests has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one Affiliated Fund than in another, the Fund will have greater exposure to the risks of that Affiliated Fund.
Investments in Money Market Instruments. The Fund is permitted to invest its free cash balances in money market instruments to provide liquidity or for defensive purposes. The Fund may invest in money market instruments by investing in Class E shares of Oppenheimer Institutional Government Money Market Fund (“IGMMF”), formerly known as Oppenheimer Institutional Money Market Fund, which is an Affiliated Fund. IGMMF is regulated as a money market fund under the 1940 Act, as amended. The Fund may also invest in money market instruments directly or in other affiliated or unaffiliated money market funds.
Inflation-Indexed Debt Securities. Inflation-indexed debt securities are fixed income securities that are structured to seek to provide protection against inflation. The value of the bond’s principal or the interest rate paid on the bond is adjusted to track changes in a stated inflation measure. With respect to inflation-indexed bonds whose principal is adjusted with inflation, if the index measuring inflation falls, the principal value of the inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to smaller principal amounts) will be reduced. If the index measuring inflation rises, both the principal value and the interest payable (calculated with respect to a larger principal amount) will increase. With respect to inflation-indexed bonds whose interest rate is adjusted with inflation, instead of adjusting the bond’s principal amount, the inflation adjustment is reflected in the coupon payment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds with similar maturities. At period end, securities with an aggregate market value of $156,097,331, representing 96.9% of the Fund’s net assets were comprised of inflation-indexed debt securities.
Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase 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
21 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
NOTES TO FINANCIAL STATEMENTS Continued
4. Investments and Risks (Continued)
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.
At period end, the Fund had purchased securities issued on a when-issued or delayed delivery basis as follows:
| | | | |
| | When-Issued or Delayed Delivery Basis Transactions | |
| |
Purchased securities | | | $1,213,875 | |
The Fund may enter into “forward roll” transactions with respect to mortgage-related securities. In this type of transaction, the Fund sells a mortgage-related security to a buyer and simultaneously agrees to repurchase a similar security (same type, coupon and maturity) at a later date at a set price. During the period between the sale and the repurchase, the Fund will not be entitled to receive interest and principal payments on the securities that have been sold. The Fund records the incremental difference between the forward purchase and sale of each forward roll as realized gain (loss) on investments or as fee income in the case of such transactions that have an associated fee in lieu of a difference in the forward purchase and sale price.
Forward roll transactions may be deemed to entail embedded leverage since the Fund purchases mortgage-related securities with extended settlement dates rather than paying for the securities under a normal settlement cycle. This embedded leverage increases the Fund’s market value of investments relative to its net assets which can incrementally increase the volatility of the Fund’s performance. Forward roll transactions can be replicated over multiple settlement periods.
Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Fund to receive inferior securities at redelivery as compared to the securities sold to the counterparty; and counterparty credit risk.
Concentration Risk. Focusing on one type of investment, inflation-indexed bonds, rather than a broad spectrum of investments, makes the Fund’s share price particularly sensitive to market, economic and other events that may affect this investment type. The Fund’s
22 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
4. Investments and Risks (Continued)
investment in inflation-indexed bonds may be speculative and subject to greater price volatility than other types of investments.
5. Market Risk Factors
The Fund’s investments in securities and/or financial derivatives may expose the Fund to various market risk factors:
Commodity Risk. Commodity risk relates to the change in value of commodities or commodity indexes as they relate to increases or decreases in the commodities market.
Commodities are physical assets that have tangible properties. Examples of these types of assets are crude oil, heating oil, metals, livestock, and agricultural products.
Credit Risk. Credit risk relates to the ability of the issuer of debt to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield debt securities are subject to credit risk to a greater extent than lower-yield, higher-quality securities.
Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.
Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.
Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.
Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.
6. Use of Derivatives
The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance swaps and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. These instruments
23 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
NOTES TO FINANCIAL STATEMENTS Continued
6. Use of Derivatives (Continued)
may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.
Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost due to unanticipated changes in the market risk factors and the overall market. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.
Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives.
Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund.
The Fund’s actual exposures to these market risk factors and associated risks during the period are discussed in further detail, by derivative type, below.
Futures Contracts
A futures contract is a commitment to buy or sell a specific amount of a commodity, financial instrument or currency at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts and may also buy or write put or call options on these futures contracts. Futures contracts and options thereon are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange.
Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value in an account registered in the futures commission merchant’s name. Subsequent payments (variation margin) are paid to or from the futures commission merchant each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains and losses. Should the Fund fail to make requested variation margin payments, the futures commission merchant can gain access to the initial margin to satisfy the Fund’s payment obligations.
Futures contracts are reported on a schedule following the Statement of Investments. Securities held by a futures commission merchant to cover initial margin requirements on open futures contracts are noted in the Statement of Investments. Cash held by a futures commission merchant to cover initial margin requirements on open futures contracts and the receivable and/or payable for the daily mark to market for the variation margin are noted
24 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
6. Use of Derivatives (Continued)
in the Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Statement of Operations. Realized gains (losses) are reported in the Statement of Operations at the closing or expiration of futures contracts.
The Fund has purchased futures contracts on various bonds and notes to increase exposure to interest rate risk.
The Fund has sold futures contracts on various bonds and notes to decrease exposure to interest rate risk.
During the reporting period, the Fund had an ending monthly average market value of $20,020,006 and $1,144,947 on futures contracts purchased and sold, respectively.
Additional associated risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities.
Counterparty Credit Risk. Derivative positions are subject to the risk that the counterparty will not fulfill its obligation to the Fund. The Fund intends to enter into derivative transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.
For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.
The Fund’s risk of loss from counterparty credit risk on exchange-traded derivatives cleared through a clearinghouse and for centrally cleared swaps is generally considered lower than as compared to OTC derivatives. However, counterparty credit risk exists with respect to initial and variation margin deposited/paid by the Fund that is held in futures commission merchant, broker and/or clearinghouse accounts for such exchange-traded derivatives and for centrally cleared swaps.
With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are members of clearinghouses. While brokers, futures commission merchants and clearinghouses are required to segregate customer margin from their own assets, in the event that a broker, futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the broker, futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.
There is the risk that a broker, futures commission merchant or clearinghouse will decline to clear a transaction on the Fund’s behalf, and the Fund may be required to pay a termination fee to the executing broker with whom the Fund initially enters into the transaction. Clearinghouses may also be permitted to terminate centrally cleared swaps at any time. The Fund is also subject to the risk that the broker or futures commission merchant will improperly
25 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
NOTES TO FINANCIAL STATEMENTS Continued
6. Use of Derivatives (Continued)
use the Fund’s assets deposited/paid as initial or variation margin to satisfy payment obligations of another customer. In the event of a default by another customer of the broker or futures commission merchant, the Fund might not receive its variation margin payments from the clearinghouse, due to the manner in which variation margin payments are aggregated for all customers of the broker/futures commission merchant.
Collateral and margin requirements differ by type of derivative. Margin requirements are established by the broker, futures commission merchant or clearinghouse for exchange-traded and cleared derivatives, including centrally cleared swaps. Brokers, futures commission merchants and clearinghouses can ask for margin in excess of the regulatory minimum, or increase the margin amount, in certain circumstances.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately on the Statement of Assets and Liabilities as cash pledged as collateral. Non-cash collateral pledged by the Fund, if any, is noted in the Statement of Investments. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold (e.g. $250,000) before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance.
The following table presents the valuations of derivative instruments by risk exposure as reported within the Statement of Assets and Liabilities at period end:
| | | | | | | | | | | | | | |
| | Asset Derivatives | | | | | Liability Derivatives | | | | |
| | | | | | | |
Derivatives Not Accounted for as Hedging Instruments | | Statement of Assets and Liabilities Location | | Value | | | Statement of Assets and Liabilities Location | | | Value | |
| |
Interest rate contracts Variation margin receivable | | $ | 3,328 | * | | | Variation margin payable | | | $ | 5,753 | * |
*Includes only the current day’s variation margin. Prior variation margin movements have been reflected in cash on the Statement of Assets and Liabilities upon receipt or payment.
The effect of derivative instruments on the Statement of Operations is as follows:
| | | | |
Amount of Realized Gain or (Loss) Recognized on Derivatives | |
Derivatives Not Accounted for as Hedging Instruments | | Closing and expiration of futures contracts | |
Interest rate contracts | | | $ 615,141 | |
|
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives | |
Derivatives Not Accounted for as Hedging Instruments | | Futures contracts | |
Interest rate contracts | | | $ (129,016) | |
7. 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:
26 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
7. Shares of Beneficial Interest (Continued)
| | | | | | | | | | | | | | | | |
| | Year Ended January 31, 2017 | | | Year Ended January 29, 20161 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Contributions | | | 963,422 | | | $ | 11,470,989 | | | | 1,257,276 | | | $ | 14,551,949 | |
Withdrawals | |
| (1,584,212)
|
| | | (18,886,578) | | | | (1,479,649) | | | | (17,104,041) | |
| | | | |
Net decrease | | | (620,790) | | | $ | (7,415,589) | | | | (222,373) | | | $ | (2,552,092) | |
| | | | |
1. Represents the last business day of the Fund’s reporting period.
8. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IGMMF, for the reporting period were as follows:
| | | | | | | | |
| | Purchases | | | Sales | |
Investment securities | | | $— | | | | $246,231 | |
U.S. government and government agency obligations | | | 12,188,393 | | | | 14,339,567 | |
To Be Announced (TBA) mortgage-related securities | | | 14,790,857 | | | | 14,790,857 | |
| | | | | | | | |
9. Fees and Other Transactions with Affiliates
Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:
| | | | |
Fee Schedule | |
Up to $1 billion | | | 0.40% | |
Over $1 billion | | | 0.35 | |
The Fund’s effective management fee for the reporting period was 0.40% of average annual net assets before any applicable waivers.
Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.
Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.
Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a
27 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
NOTES TO FINANCIAL STATEMENTS Continued
9. Fees and Other Transactions with Affiliates (Continued)
percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.
Directors’ Compensation. The Fund’s Board of Directors (“Board”) 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 Directors 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 Directors. The Fund purchases shares of the funds selected for deferral by the Directors 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.
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 IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $1,961 for IGMMF management fees.
Waivers and/or reimbursements may be modified or terminated as set forth according to the terms in the prospectus.
28 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Oppenheimer Master Inflation
Protected Securities Fund, LLC:
We have audited the accompanying statement of assets and liabilities of Oppenheimer Master Inflation Protected Securities Fund, LLC, including the statement of investments, as of January 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of January 31, 2017, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Master Inflation Protected Securities Fund, LLC as of January 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG LLP
Denver, Colorado
March 24, 2017
29 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY
AND SUB-ADVISORY AGREEMENTS Unaudited
The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Directors (the “Board”), including a majority of the independent Directors, is required to determine whether to approve the terms of the Agreements and the renewal thereof. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
The Managers and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the comparative investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative fee and expense information, (iv) the profitability of the Managers and their affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.
Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Managers’ key personnel who provide such services. The Managers’ duties include providing the Fund with the services of the portfolio manager and the Sub-Adviser’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; and securities trading services. OFI Global is responsible for oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions; risk management; and oversight of the Sub-Adviser. OFI Global is also responsible for providing certain administrative services to the Fund. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the U.S. Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by federal and state securities laws for the sale of the Fund’s shares. OFI Global also provides the Fund with office space, facilities and equipment.
30 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Managers’ advisory, administrative, accounting, legal, compliance and risk management services, and information the Board has received regarding the experience and professional qualifications of the Managers’ key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Young-Sup Lee, the portfolio manager for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, which the Board members have become knowledgeable about through their experiences with the Managers and in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.
Investment Performance of the Managers and the Fund. Throughout the year, the Managers provided information on the investment performance of the Fund, the Adviser and the Sub-Adviser, including comparative performance information. The Board also reviewed information, prepared by the Managers and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail inflation-protected bond funds. The Board noted that the Fund outperformed its performance category median during the three- and five-year periods, though it underperformed its performance category median during the one-year period.
Fees and Expenses of the Fund. The Board reviewed the fees paid to the Adviser and the other expenses borne by the Fund. The Board noted that the Adviser, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail inflation-protected bond funds with comparable asset levels and distribution features. The Board noted that the Fund’s contractual management fee and total expenses were lower than its peer group median and category median.
Economies of Scale and Profits Realized by the Managers. The Board considered information regarding the Managers’ costs in serving as the Fund’s investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board also considered that the Managers must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
31 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY
AND SUB-ADVISORY AGREEMENTS Unaudited / Continued
Other Benefits to the Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates.
Conclusions. These factors were also considered by the independent Directors meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Directors. Fund counsel and the independent Directors’ counsel are independent of the Managers within the meaning and intent of the Securities and Exchange Commission Rules.
Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Directors, decided to continue the Agreements through August 31, 2017. In arriving at its decision, the Board did not identify any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreements, including the management fees, in light of all the surrounding circumstances.
32 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;
UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Guidelines under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Guidelines is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Householding—Delivery of Shareholder Documents
This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus (or, if available, the fund’s summary prospectus), annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.
Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus (or, if available, the summary prospectus), reports and privacy policy within 30 days of receiving your request to stop householding.
33 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
DIRECTORS AND OFFICERS Unaudited
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Name, Position(s) Held with the Fund, Length of Service, Year of Birth | | Principal Occupation(s) During the Past 5 Years; Other Trusteeships/ Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen |
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INDEPENDENT DIRECTORS | | The address of each Director in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Director serves for an indefinite term, or until his or her resignation, retirement, death or removal. |
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Robert J. Malone, Chairman of the Board of Directors (since 2016), Director (since 2002) Year of Birth: 1944 | | Chairman - Colorado Market of MidFirst Bank (since January 2015); Chairman of the Board (2012-2016) and Director (August 2005-March 2016) of Jones International University (educational organization); Trustee of the Gallagher Family Foundation (non-profit organization) (2000-2015); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (August 2003-January 2015); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991) and Trustee (1984-1999) of Young Presidents Organization. Oversees 47 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. |
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Jon S. Fossel, Director (since 2010) Year of Birth: 1942 | | Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since March 2005); Director of Jack Creek Preserve Foundation (non-profit organization) (March 2005-December 2014); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of OppenheimerFunds, Inc.; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of OppenheimerFunds, Inc.), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 47 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. |
34 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
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Richard F. Grabish, Director (since 2010) Year of Birth: 1948 | | Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007) Oversees 47 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. |
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Beverly L. Hamilton, Director (since 2010) Year of Birth: 1946 | | Trustee of Monterey Institute for International Studies (educational organization) (2000-2014); Board Member of Middlebury College (educational organization) (December 2005-June 2011); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002- 2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005) and Vice Chairman (2006- 2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 47 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. |
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Victoria J. Herget, Director (since 2012) Year of Birth:1951 | | Board Chair (2008-2015) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985- 1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 47 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. |
35 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
DIRECTORS AND OFFICERS Unaudited / Continued
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F. William Marshall, Jr., Director (since 2010) Year of Birth: 1942 | | Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (1996-2015), MML Series Investment Fund (investment company) (1996-2015) and Mass Mutual Premier Funds (investment company) (January 2012-December 2015); President and Treasurer of the SIS Fund (private charitable fund) (January 1999-March 2011); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 47 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. |
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Karen L. Stuckey, Director (since 2012) Year of Birth: 1953 | | Member (since May 2015) of Desert Mountain Community Foundation Advisory Board (non-profit organization); Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975-1990); Trustee (1992-2006), member of Executive, Nominating and Audit Committees and Chair of Finance Committee (1992-2006, and Emeritus Trustee (since 2006) of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 47 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. |
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James D. Vaughn, Director (since 2012) Year of Birth: 1945 | | Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 47 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. |
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INTERESTED DIRECTOR AND OFFICER | | Mr. Steinmetz is an “Interested Director” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as Chairman and director of the Sub-Adviser and officer and director of the Manager. Both as a Director and as an officer, Mr. Steinmetz serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Steinmetz’s address is 225 Liberty Street, New York, New York 10281-1008. |
36 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
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Arthur P. Steinmetz, Director (Since 2015), President and Principal Executive Officer (since 2014) Year of Birth: 1958 | | Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 103 portfolios in the OppenheimerFunds complex. |
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OTHER OFFICERS OF THE FUND | | The addresses of the Officers in the chart below are as follows: for Mr. Lee, Mss. Lo Bessette, Foxson and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Petersen, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal. |
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Young-Sup Lee, Vice President (since 2014) Year of Birth: 1964 | | Senior Vice President of the Sub-Adviser (since January 2016); Vice President and Senior Research Analyst of the Sub-Adviser (April 2009-January 2016); Director, Fixed Income Research (since January 2016) and co-Team Leader for the Sub- Adviser’s Investment Grade Fixed Income Team (since January 2014). A member of the Sub-Adviser’s Investment Grade Fixed Income Team (April 2009-January 2014). Vice President and quantitative research analyst for the fixed income credit strategy team at Morgan Stanley (July 1996-July 2008). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex. |
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Cynthia Lo Bessette, Secretary and Chief Legal Officer (since 2016) Year of Birth: 1969 | | Executive Vice President, General Counsel and Secretary of the Manager (since February 2016); Chief Legal Officer of the Sub-Adviser and the Distributor (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., VTL Associates, LLC and Index Management Solutions, LLC (since February 2016); Chief Legal Officer of OFI Global Institutional, Inc., HarbourView Asset Management Corporation, OFI Global Trust Company, Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Shareholder Services, Inc. and Trinity Investment Management Corporation (since February 2016); Senior Vice President and Deputy General Counsel (March 2015-February 2016) and Executive Vice President, Vice President, Corporate Counsel (February 2012-March 2015) and Deputy Chief Legal Officer (April 2013-March 2015) of Jennison Associates LLC; Assistant General Counsel (April 2008-September 2009) and Deputy General Counsel (October 2009-February 2012) of Lord Abbett & Co. LLC. An officer of 103 portfolios in the OppenheimerFunds complex. |
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Jennifer Foxson, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969 | | Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 103 Portfolios in the OppenheimerFunds complex. |
37 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
DIRECTORS AND OFFICERS Unaudited / Continued
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Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973 | | Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 103 Portfolios in the OppenheimerFunds complex. |
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Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer (since 2016) Year of Birth: 1970 | | Vice President of the Manager (since January 2013); Vice President of the Sub-Adviser (February 2007-December 2012); Assistant Vice President of the Sub-Adviser (August 2002-2007). An officer of 103 portfolios in the OppenheimerFunds complex. |
The Fund’s Statement of Additional Information contains additional information about the Fund’s Directors and Officers and is available without charge upon request by calling 1.800.CALL OPP (225.5677).
38 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
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Manager | | OFI Global Asset Management, Inc. | | |
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Sub-Adviser | | OppenheimerFunds, Inc. | | |
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Distributor | | OppenheimerFunds Distributor, Inc. | | |
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Transfer and Shareholder Servicing Agent | | OFI Global Asset Management, Inc. | | |
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Sub-Transfer Agent | | Shareholder Services, Inc. DBA OppenheimerFunds Services | | |
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Independent Registered Public Accounting Firm | | KPMG LLP | | |
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Counsel | | Ropes & Gray LLP | | |
© 2017 OppenheimerFunds, Inc. All rights reserved.
39 OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
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| | Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 800.CALL OPP (800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon–Fri 8am-8pm ET. | | |
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Call Us 800 225 5677 | | | | |
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 | | Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc. 225 Liberty Street, New York, NY 10281-1008 © 2017 OppenheimerFunds Distributor, Inc. All rights reserved. RA2000.001.0117 March 24, 2017 | | |
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
Item 3. Audit Committee Financial Expert.
The Board of Directors of the registrant has determined that Karen L. Stuckey, the Chairwoman of the Board’s Audit Committee, is the audit committee financial expert and that Ms. Stuckey is “independent” for purposes of this Item 3.
Item 4. Principal Accountant Fees and Services.
The principal accountant for the audit of the registrant’s annual financial statements billed $37,400 in fiscal 2017 and $28,500 in fiscal 2016.
The principal accountant for the audit of the registrant’s annual financial statements billed $6,300 in fiscal 2017 and no such fees in fiscal 2016.
The principal accountant for the audit of the registrant’s annual financial statements billed $232,185 in fiscal 2017 and $520,440 in fiscal 2016 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.
Such services include: Internal control reviews, GIPS attestation procedures, and additional audit services.
The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2017 and no such fees in fiscal 2016.
The principal accountant for the audit of the registrant’s annual financial statements billed $716,713 in fiscal 2017 and $521,665 in fiscal 2016 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.
Such services include: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.
The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2017 and no such fees in fiscal 2016.
The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2017 and no such fees in fiscal 2016 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.
Such fees would include the cost to the principal accountant of attending audit committee meetings and consultations regarding the registrant’s retirement plan with respect to its Directors.
(e) | (1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant. |
The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.
Under applicable laws, pre-approval of non-audit services may be waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to its principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.
(2) 0%
(f) | Not applicable as less than 50%. |
(g) | The principal accountant for the audit of the registrant’s annual financial statements billed $955,198 in fiscal 2017 and $1,042,105 in fiscal 2016 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934. |
(h) | The registrant’s audit committee of the board of Directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered. |
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Schedule of Investments.
a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.
b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards
None
Item 11. Controls and Procedures.
Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 1/31/2017, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.
There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a) | (1) Exhibit attached hereto. |
| (2) Exhibits attached hereto. |
(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 Inflation Protected Securities Fund, LLC
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By: | | /s/ Arthur P. Steinmetz |
| | Arthur P. Steinmetz |
| | Principal Executive Officer |
Date: | | 3/17/2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | | /s/ Arthur P. Steinmetz |
| | Arthur P. Steinmetz |
| | Principal Executive Officer |
Date: | | 3/17/2017 |
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By: | | /s/ Brian S. Petersen |
| | Brian S. Petersen |
| | Principal Financial Officer |
Date: | | 3/17/2017 |