UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 74005 / January 6, 2015

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

APPLICATION OF FUND

ADMINISTRATOR FOR

PAYMENT OF FEES AND

EXPENSES

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 March 14, 2013, the Commission issued an order appointing Epiq Class

Actions & Claims Solutions, Inc. (“Epiq”) as the Fund Administrator and approving

the Fund Administrator bond in the amount of $35,500,000.00.2 On December 18,

2013, the Commission issued a Notice of Proposed Plan of Distribution and

Opportunity for Comment.3 No comments were received, and subsequently, the Plan

of Distribution (“Plan”) was approved on February 5, 2014.4

The Plan provides for the payment of the Fund Administrator for administering

the Plan. The Plan states that all payments to the Fund Administrator will be paid

from the Fair Fund after review by Commission staff and approval by the

Commission. In addition, the Plan states that the cost of the bond premium for the

$35.5 million bond will be paid by the Fair Fund. Both payments will first be made

from the interest earned on the invested funds, then, if not sufficient, from the corpus

of the Fair Fund.

The Fund Administrator has submitted eight invoices totaling $622,066.14 to

Commission staff that covers the period from Epiq’s appointment on March 14, 2013

to September 30, 2014. The Commission staff has reviewed the Fund Administrator’s

invoices, confirms that the services have been provided, and finds the fees and

expenses of $622,066.14 to be reasonable and in accordance with the Plan. The

Commission staff has requested that the Commission authorize the Office of Financial

Management (“OFM”) to pay the Fund Administrator’s invoiced fees and expenses of

2

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

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

3

See Notice of Proposed Plan of Distribution and Opportunity for Comment, Exchange Act Rel. No.

71119 (December 18, 2013).

4

See Order Approving Distribution Plan, Exchange Act Rel. No. 71493 (February 5, 2014).

2

$622,066.14 from the Fair Fund, and in addition to authorize OFM to pay, at the

direction of the Assistant Director of the Office of Distributions, the Fund

Administrator’s future fees and expenses up to, but not to exceed, $35,000 per monthly

invoice, so long as the total amount paid to the Fund Administrator as of the date of

the invoice to be paid does not exceed the total amount of the cost proposal submitted

by the Fund Administrator by more than $5,000.

Accordingly, it is hereby ORDERED, pursuant to Rule 1105(d) of the

Commission’s Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1105(d),

that OFM pay the Fund Administrator’s fees and expenses in the amount of

$622,066.14. Further, OFM is authorized to pay, at the direction of the Assistant

Director of the Office of Distributions, any future fees and expenses up to, but not to

exceed, $35,000 per monthly invoice, so long as the total amount paid to the Fund

Administrator, as of the date of the invoice to be paid, does not exceed the total

amount of the cost proposal submitted by the Fund Administrator by more than

$5,000.

By the Commission.

Brent J. Fields

Secretary

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