UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 79247 / November 4, 2016

ADMINISTRATIVE PROCEEDING

File No. 3-14909

In the Matter of

OPPENHEIMERFUNDS, INC.

and

OPPENHEIMERFUNDS

DISTRIBUTOR, INC.

Respondents.

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ORDER DIRECTING

DISBURSEMENT FOR SECOND

DISTRIBUTION, PAYMENT OF FUND

ADMINISTRATOR FEES, AND

APPROVAL OF FUTURE FEES AND

EXPENSES

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

Distribution and Opportunity for Comment (“Notice”).1 The Plan of Distribution

(“Plan”) was approved on February 5, 2014.2

On July 29, 2015, the Commission issued an Order Directing Disbursement of Fair

Fund in the amount of $34,427,424.90.3 After this disbursement, $8,072,978.71

remains in the Fair Fund. The Fund Administrator and Commission staff recommend

that a second distribution is feasible after taking into account a reserve of $175,421.13

for any taxes, the fees and expenses of the Tax and Fund Administrators, and the fees

for the additional Bond premium. Pursuant to the Plan, the Fund Administrator has

submitted a payment file to the Commission staff for the second distribution in the

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

Exchange Act Rel. No. 71493 (Feb. 5, 2014).

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Exchange Act Rel. No. 75551 (July 29, 2015).

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amount of $7,760,008.76 with a reasonable assurance letter as to the completeness and

accuracy of the information contained therein. The staff has reviewed this material.

Pursuant to Rule 1101(b)(6) of the Commission’s Rules on Fair Fund and

Disgorgement Plans, 17 C.F.R. § 201.1101(b)(6), the Commission staff requests that

the Commission authorize the disbursement of $7,760,008.76 from the funds held at

Huntington Bank to be distributed in a second distribution to investors in accordance

with the Plan.

The Plan provides that the Fund Administrator will be paid from the Fair Fund

after review of invoices by Commission staff and approval by the Commission. The

cost of the bond will be paid from the Fair Fund.

The Fund Administrator has submitted invoices totaling $137,548.82 covering

the period from October 2015 through April 2016 which staff have approved and

found to be reasonable. The Commission staff has requested that the Office of

Financial Management (“OFM”) be authorized to pay the Fund Administrator’s

invoiced fees and expenses of $137,548.82 from the Fair Fund.

To facilitate future administrative payments, staff requests authorization for the

Assistant Director of the Office of Distributions, to direct OFM to pay the Fund

Administrator’s future fees and expenses for this matter, so long as the total does not

exceed the Fund Administrator’s reserve amount of $125,816.

Accordingly, it is hereby ORDERED:

a)

pursuant to Rule 1101(b)(6) of the Commission’s Rules on Fair Fund

and Disgorgement Plans, 17 C.F.R. § 201.1101(b)(6), the Fund

Administrator shall disburse $7,760,008.76 as a second distribution to

investors in accordance with the Plan; and

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b)

pursuant to Rule 1105(d) of the Commission’s Rules on Fair Fund and

Disgorgement Plans, 17 C.F.R. § 201.1105(d):

i)

the Commission shall pay the Fund Administrator’s outstanding

fees and expenses in the amount of the $137,548.82 from the

Fair Fund; and

ii)

the Assistant Director of the Office of Distributions is

authorized to approve payment of future fees and expenses of

the Fund Administrator from the Fair Fund, not to exceed the

Fund Administrator’s reserve amount of $125,816.

By the Commission.

Brent J. Fields

Secretary

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