UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 71493 / February 5, 2014

ADMINISTRATIVE PROCEEDING

File No. 3-14909

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OPPENHEIMERFUNDS, INC.

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and

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OPPENHEIMERFUNDS

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DISTRIBUTOR, INC.,

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Respondents.

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In the Matter of

ORDER APPROVING

PLAN OF DISTRIBUTION

On June 6, 2012, the Securities and Exchange Commission (“Commission”)

issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant

to Section 8A of the Securities Act of 1933, Section 15(b)(4) of the Securities

Exchange Act of 1934, Sections 203(e) and 203(k) of the Investment Advisers Act of

1940, and Sections 9(b) and 9(f) of the Investment Company Act of 1940, Making

Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order against

Oppenheimerfunds, Inc. (“OFI”) and Oppenheimerfunds Distributor, Inc. (collectively,

“Respondents”) (the “Order”).1 As set forth in the Order, prior to and during the

height of the 2008 financial crisis, Respondents made misrepresentations regarding

two fixed income mutual funds managed by OFI: Oppenheimer Champion Income

Fund and Oppenheimer Core Bond Fund. The Order required OFI to pay

disgorgement of $9,879,706, prejudgment interest of $1,487,190, and a civil money

1

Securities Act Rel. No. 9329 (June 6, 2012).

penalty of $24 million, for a total of approximately $35.4 million. The Order also

created a Fair Fund pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as

amended.

On December 18, 2013, the Commission published a Notice of Proposed Plan of

Distribution and Opportunity for Comment (“Notice”) 2 pursuant to Rule 1103 of the

Commission’s Rules of Fair Fund and Disgorgement Plans.3 The Notice advised

interested parties that they could obtain a copy of the Proposed Plan of Distribution

(“Plan”) from the Commission’s public website or by submitting a written request to

Nancy Chase Burton, Esq., United States Securities and Exchange Commission, 100 F

Street, N.E., Washington, DC 20549-5631.

The Notice also advised that all persons desiring to comment on the Plan could

submit their comments, in writing, no later than thirty (30) days from the date of the

Notice, to the Office of the Secretary, United States Securities and Exchange

Commission, 100 F Street, N.E., Washington, DC 20549-1090; by using the

Commission’s Internet comment form; or by sending an e-mail to rulecomments@sec.gov. The Commission received no comments on the Plan.

The Fair Fund is comprised of the amounts of disgorgement, prejudgment

interest and civil monetary penalties paid by OFI, plus any accumulated interest, less

any federal, state, or local taxes and fees and expenses. The Plan provides for injured

investors to receive monies from the Fair Fund pursuant to a two phase process. First,

injured investors will be allocated their share of the advisory fees paid by each fund

during the applicable recovery periods. Second, injured investors will be

compensated, on a pro rata basis, for the decline in value of their investment in fund

shares after benchmark indexing. The Fair Fund is not intended to compensate

2

3

Exchange Act Rel. No. 71119 (Dec. 18, 2013).

17 C.F.R. 201.1103.

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investors for losses they incurred because of fluctuations in securities markets that are

unrelated to Respondents’ conduct.

The Plan follows a modified notice and claims process. The Fund

Administrator, Epiq Class Actions & Claims Solutions, Inc. (“Epiq”),4 also acted as

the Class Action Administrator in two class actions which arose out of similar

violations found in the Order. The Plan authorizes the Fund Administrator to use the

claims information submitted in those class actions. The class actions recovery

periods were longer than, but completely subsume, the recovery periods in this action.

Consequently the Plan allows for the identification by Epiq of “Class Action

SEC Authorized Claimants” who will automatically be deemed eligible claimants

under the Plan. All other claimants will need to file a proof of claim form in order to

establish their eligibility to participate in the Fair Fund.

The Division of Enforcement now requests that the Commission approve the

Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the

Commission’s Rules on Fair Fund and Disgorgement Plans,5 that the Plan is approved.

For the Commission, by its Secretary, pursuant to delegated authority.

Elizabeth M. Murphy

Secretary

4

See Order Appointing Fund Administrator and Approving Fund Administrator Bond (Exchange Act

Rel. No. 69138 (Mar. 14, 2013)).

5

17 C.F.R. 201.1104.

3