UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 71119 / December 18, 2013

ADMINISTRATIVE PROCEEDING

File No. 3-14909

In the Matter of

OPPENHEIMERFUNDS, INC.,

and

NOTICE OF PROPOSED

PLAN OF DISTRIBUTION

AND OPPORTUNITY FOR

COMMENT

OPPENHEIMERFUNDS

DISTRIBUTOR, INC.,

Respondents.

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange

Commission’s (“Commission”) Rules on Fair Fund and Disgorgement Plans, 17 C.F.R.

§ 201.1103, that the Division of Enforcement has submitted to the Commission a

proposed plan for the distribution of monies placed into a Fair Fund established in the

above-captioned matter.

On June 6, 2012, the 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”)

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

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.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that they may obtain a

copy of the Proposed Plan of Distribution from the Commission’s public website,

http://www.sec.gov. Interested parties may also obtain a written copy of the Proposed

Plan of Distribution 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. All persons who desire to comment on the Proposed Plan of

Distribution may submit their comments, in writing, no later than thirty (30) days

from the date of this Notice:

1. To the Office of the Secretary, United States Securities and Exchange

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

2. By using the Commission’s Internet comment form

(http://www.sec.gov/litigation/admin.shtml); or

3. By sending an e-mail to rule-comments@sec.gov.

Comments submitted should include “Administrative Proceeding File Number 314909” in the subject line. Comments received will be publicly available. Persons

should submit only information that they wish to make publicly available.

THE DISTRIBUTION 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 Proposed Plan of

Distribution 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 investors for losses they incurred because of fluctuations

in securities markets that are unrelated to Respondents’ conduct.

The Proposed Plan of Distribution follows a modified notice and claims

process. The Fund Administrator, Epiq Class Actions & Claims Solutions, Inc.

(“Epiq”), also acted as the Class Action Administrator in two class actions which

arose out of similar violations alleged in the Order. The Proposed Plan of

Distribution 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

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Proposed Plan of Distribution allows for the identification by Epiq of “Class Action

SEC Authorized Claimants” who will automatically be deemed eligible claimants

under the proposed 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.

By the Commission.

Elizabeth M. Murphy

Secretary

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