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

 OPPENHEIMERFUNDS 

DISTRIBUTOR, INC.,

Respondents.

NOTICE OF PROPOSED 

PLAN OF DISTRIBUTION 

AND OPPORTUNITY FOR 

COMMENT

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 
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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 3-

14909” 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