estelle krim, et al. v. , oppenheimer funds, inc. et al...

Case 1:09-cv-01042-JLK Document 1 Filed 05/05/2009 of 30

IN THE UNITED STATES DISTRICT COURTFOR THE DISTRICT OF COLORADO

Civil Action No.

ESTELLE KRIM, individually, and on behalf of all others similarly situated,

Plaintiff,

v.

OPPENHEIMER ROCHESTER NATIONAL MUNICIPALS FUND,OPPENHEIMERFUNDS, INC.,OPPENHEIMERFUNDS DISTRIBUTOR, INC.,BRIAN F. WRUBLE,JOHN V. MURPHY,BRIAN W. WIXTEDDAVID K. DOWNES,MATTHEW P. FINK,ROBERT G. GALLI,PHILLIP A. GRIFFITHS,MARY F. MILLER,JOEL W. MOTLEY,RUSSELL S. REYNOLDS, JR.,JOSEPH M. WIKLER,PETER I. WOLD,RONALD H. FIELDING,DANIEL G. LOUGHRAN,SCOTT S. COTTIER,CLAYTON K. YEUTTER, andTROY E. WILLIS.

Defendants.

CLASS ACTION COMPLAINT FOR VIOLATION OF THEFEDERAL SECURITIES LAWS AND DEMAND FOR TRIAL BY JURY

Plaintiff Estelle Krim ("Plaintiff'), by her attorneys, alleges the following upon personal

knowledge as to herself and her own acts and upon information and belief based upon the

investigation of Plaintiff's attorneys as to all other matters. Plaintiff believes that further


substantial evidentiary support will exist for the allegations set forth below after a reasonable

opportunity for discovery.

SUMMARY OF ACTION

1. Plaintiff brings this action on behalf of herself and as a class action on behalf of

all persons or entities who purchased or acquired shares of Oppenheimer Rochester National

Municipals Fund ("Rochester Fund" or the "Fund"), a mutual fund investing in high-yield

municipal securities exempt from federal income tax. Plaintiff brings claims pursuant to §§ 11,

12(a)(2) and 15 of the Securities Act of 1933 (the "Securities Act" or the "1933 Act").

2. The Fund has three classes of stock (A, B and C) trading under the ticker symbol

"ORNAX," "ORNBX," and "ORNCX," respectively, on the NASDAQ Stock Market. The fund

is based in this District, at 6803 South Tucson Way, Centennial, Colorado 80112-3924. It has

about $4.0 billion in assets under management.

3. The Fund was offered by OppenheimerFunds, Inc. ("Oppenheimer Funds" or the

"Manager") which served as fund manager and investment advisor for the Fund, and

OppenheimerFunds Distributor, Inc. ("Oppenheimer Distributor" or the "Distributor") which

served as the distributor of the Fund.

4. The stated objective of the Fund is a high level of current interest income exempt

from federal income taxes which it seeks to achieve by investing in a diversified portfolio of

high-yield municipal securities. The Fund invests primarily in municipal securities.

5. Plaintiff and each member of the Class purchased shares pursuant or traceable to

registration statements and prospectuses issued by the Fund during the Class Period. The

registration statements and prospectuses (the "Registration Statements and Prospectuses") were

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6. The Fund employed strategies which enhanced its reported returns while, at the

same time, exposing the Fund to a greater risk of price declines in the value of its portfolio

securities in the event of any illiquidity in the market for municipal securities. During the

relevant period, the Fund failed to disclose material risk factors associated with the Fund's

underlying investments, including, but not limited to, the Fund's overconcentration of

investments in illiquid securities in violation of its cap of 15% by investing in illiquid tobacco

bonds (risky securitizations of lawsuit settlement payments to states by tobacco companies) and

ordinary municipal bonds/notes that could quickly turn illiquid; and, the true risk of its

investments in "inverse floaters."

7. According to representations in the Registration Statements and Prospectuses, the

Fund would not invest more than 15% of its assets in illiquid securities, which are securities that

do not trade in an active market and are riskier because the Fund may not be able to sell the

securities at the desired price, if at all. Related to this representation, the Fund stated that its

Manager, Oppenheimer Funds, would monitor the holdings of illiquid securities on an ongoing

basis to determine whether to sell any holdings to maintain adequate liquidity. In fact, contrary

to its representations, the Fund invested 25% of its holdings in illiquid tobacco bonds.

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Furthermore, the Fund failed to disclose in its Registration Statements that the market for the

other municipal bonds/notes that the Fund invested in could become illiquid on price volatility,

which could cause the percentage of its illiquid securities to increase significantly and quickly, as

in fact happened.

8. In addition, the Fund failed to disclose in its Registration Statements and

Prospectuses, as well as other sales materials employed in selling and marketing the Fund, that

investment in as much as 20% of its assets in derivative securities known as "inverse floaters"

exposed the Fund to substantially greater risk of loss due to Rochester Fund being forced to sell

large blocks of portfolio securities at disadvantageous times and prices reduced from those at

which the securities were previously carried on Rochester Fund's books under the terms of its

inverse floater agreements. The Fund failed to disclose that, under terms of its inverse floater

agreements, if the remarketing agent offering the short-term securities is unable to sell them, or if

the holders tender (or put) them for repayment of principal and the remarketing agent is unable to

remarket them, the remarketing agent may cause the trust to be collapsed and the Fund is then

required to repay the principal amount of the tendered securities. In order to do so, the Fund must

and, in fact is, forced to sell securities from its portfolio regardless of market conditions.

9. These risks, which were undisclosed in 2006, 2007 and 2008, were first disclosed

in a prospectus supplement dated October 21, 2008 (the "October Prospectus Supplement"). By

October 2008, however, the Fund's shares materially exceeded the decline in value experienced

by a peer group of municipal bond funds which did not employ the same risky strategies

employed by the Fund. The manifestation of those risks resulted in substantial losses for the

Fund's investors.

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10. During the Class Period, the Fund lost approximately 60% of its net asset value

("NAV"). That diminution in the value of the fund cannot be blamed on general market forces:

the Fund was crowned "the biggest loser in its category last year [20081" by fund analyst

Morningstar, Inc., according to a January 29, 2009 article by Thomson Reuters PLC, after losing

49% of its value in 2008 due to, among other reasons, its investments in tobacco bonds:

Ronald Field's $3.6 billion Oppenheimer Rochester National Municipals Fundwas the biggest loser in its category last year. It fell 49 percent as Field stuck bywagers, such as bonds backed by tobacco companies and airlines, that made himthe top-performing municipal-fund manager from 2003 to 2006, according toMorningstar.

The article also reported that the poor relative performance of funds manager by Oppenheimer

Funds caused "a serious credibility issue" for the company.

11. The Fund's shares traded at a Class Period high of approximately $13.00 per

share. They presently trade at approximately $5.55 per share. All classes of the Fund's shares

traded at the same prices throughout the Class Period.

12. Plaintiff purchased shares of the Fund issued pursuant or traceable to the

Registration Statements and Prospectuses prospectus which failed to disclose the relevant risk

factors, which resulted in this financial loss, and is bringing this action on her behalf and on

behalf of a class (the "Class") of similarly situated investors to recover damages.

JURISDICTION AND VENUE

13. The claims asserted herein arise under and pursuant to §§ 11, 12(a)(2), and 15 of

the Securities Act of 1933 (the "Securities Act" or the "1933 Act"), 15 U.S.C. §§77k, 771(a)(2)

and 77o.

14. This Court has jurisdiction over the subject matter of this action pursuant to § 22

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of the Securities Act, 15 U.S.C. § 77v.

15. Venue is proper pursuant to § 22 of the Securities Act, 15 U.S.C. § 77v. The

Fund is based in this District and many of the acts giving rise to the violations of law complained

of herein, including the dissemination to shareholders of the Registration Statements and

Prospectuses, occurred from the District.

16. In connection with the acts alleged in this Complaint, Defendants, directly or

indirectly, used the means and instrumentalities of interstate commerce, including, but not

limited to, the mails, interstate telephone communications and the facilities of the national

securities markets.

PARTIES

17. Plaintiff Estelle Krim, a resident of 15473 Strathearn Drive, Delray Beach,

Florida 33446, purchased shares of the Fund (class A) pursuant or traceable to at least one of the

Registration Statements and Prospectuses at issue in this Complaint and has been damaged

thereby. Plaintiff's transaction in Fund shares are identified in the certification appended to this

complaint.

18. Defendant, Oppenheimer Rochester National Municipals Fund ("Rochester Fund"

or the "Fund"), located at 6801 South Tucson Way, Centennial, Colorado 80112, is a diversified,

open-end mutual fund with an unlimited number of authorized shares of beneficial interest. The

Fund seeks to provide a high level of income exempt from federal income tax. Rochester Fund

has more than $4 billion under management and its shares are offered in three separate classes:

Class A Shares requiring the payment of an initial sales charge; Class B Shares on which no

initial sales charge is paid at the time of purchase, but requiring a 5% contingent deferred sales

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charge if the shares are sold within one year or a 2% contingent deferred sales charge if the

shares are sold within five years of buying them; and Class C Shares on which no initial sales

charge is paid, but requiring a 1% contingent deferred sales charge if the shares are sold within

one year of buying them.

19. Defendant OppenheimerFunds, Inc. ("Oppenheimer Funds" or the "Manager"),

located at Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York

10281, is the Fund's manager and investment advisor and is responsible for choosing the Fund's

investments and handling its day-to-day business. Oppenheimer earns an advisory fee calculated

based on the net assets of the Fund. The Fund's advisory fee for the period ended July 31, 2008

was 0.37% of average annual net assets for each class of shares which amounted to

approximately $14.8 million.

20. Defendant OppenheimerFunds Distributor, Inc. ("Oppenheimer Distributor" or

the "Distributor"), located at Two World Financial Center, 225 Liberty Street, 11th Floor, New

York, New York 10281, is a subsidiary of the Manager and was, during the relevant time period,

the principal underwriter and distributor for shares of the Fund and was the Trust's agent for

purpose of the continuous public offering of the Fund's shares.

21. Defendant Brian F. Wruble ("Wruble") was Chairman of the Board of Trustees

during the Class Period. He served as a Trustee of the Fund since 2001 and oversees 67

portfolios in the Oppenheimer Funds complex and signed the Registration Statements. Wruble

was a control person of the Fund by virtue of his position as a trustee of the Fund. Wruble was

in a position to, and did, control the Fund's operations and disclosures made by the Fund in the

Registration Statements and Prospectuses issued during the Class Period.

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22. Defendant John V. Murphy ("Murphy") is a Trustee of the Fund and is also the

President, Principal Executive Officer and a Director of Oppenheimer Funds and signer of the

Registration Statements. Murphy was a control person of the Fund by virtue of his position as a

trustee and officer of the Fund. Murphy was in a position to, and did, control the Fund's

operations and disclosures made by the Fund in the Registration Statements and Prospectuses

issued during the Class Period.

23. Defendant Brian W. Wixted ("Wixted") was Treasurer and Principal Financial

and Accounting Officer of the Fund throughout the Class Period and signed the Registration

Statements. Wixted was a control person of the Fund by virtue of his position as an officer of the

Fund. Wixted was in a position to, and did, control the Fund's operations and disclosures made

by the Fund in the Registration Statements and Prospectuses issued during the Class Period.

24. Defendant David K. Downes ("Downes") has been a Trustee of the Fund since

2005 and oversees 67 portfolios in the Oppenheimer Funds complex and was a Trustee of the

fund at the time that he signed the November 28, 2007 Registration Statement. Downes was a

control person of the Fund by virtue of his position as a trustee of the Fund. Downes was in a

position to, and did, control the Fund's operations and disclosures made by the Fund in the


25. Defendant Matthew P. Fink ("Fink") was a Trustee of the Fund throughout the

Class Period and signed the Registration Statements. Fink was a control person of the Fund by

virtue of his position as a trustee of the Fund. Fink was in a position to, and did, control the

Fund's operations and disclosures made by the Fund in the Registration Statements and

Prospectuses issued during the Class Period.

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26. Defendant Robert G. Galli ("Galli") was a Trustee of the Fund at the time of the

November 28, 2007 Registration Statement, which he signed. Galli was a control person of the

Fund by virtue of his position as a trustee of the Fund. Galli was in a position to, and did, control

the Fund's operations and disclosures made by the Fund in Registration Statements and


27. Defendant Phillip A. Griffiths ("Griffiths") was a Trustee of the Fund throughout

the Class Period and signed the Registration Statements. Griffiths was a control person of the

Fund by virtue of his position as a trustee of the Fund. Griffiths was in a position to, and did,

control the Fund's operations and disclosures made by the Fund in the Registration Statements

and Prospectuses issued during the Class Period.

28. Defendant Mary F. Miller ("Miller") was a Trustee of the Fund at the time of the

November 28, 2007 Registration Statement, which she signed. Miller was a control person of

the Fund by virtue of her position as a trustee of the Fund. Miller was in a position to, and did,

control the Fund's operations and disclosures made by the Fund in Registration Statements and


29. Defendant Joel M. Motley ("Motley") was a Trustee of the Fund throughout the

Class Period and signed the Registration Statements. Motley was a control person of the Fund

by virtue of his position as a trustee of the Fund. Motley was in a position to, and did, control

the Fund's operations and disclosures made by the Fund in the Registration Statements and


30. Defendant Russell S. Reynolds, Jr. ("Reynolds") was a Trustee of the Fund

throughout the Class Period and signed the Registration Statements. Reynolds was a control

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person of the Fund by virtue of his position as a trustee of the Fund. Reynolds was in a position

to, and did, control the Fund's operations and disclosures made by the Fund in the Registration

Statements and Prospectuses issued during the Class Period.

31. Defendant Joseph M. Wilder ("Wikler") was a Trustee of the Fund throughout the

Class Period and signed the Registration Statements. Wikler was a control person of the Fund by

virtue of his position as a trustee of the Fund. Wikler was in a position to, and did, control the

Fund's operations and disclosures made by the Fund in the Registration Statements and


32. Defendant Clayton K. Yeutter ("Yeutter") was Chairman of the Board of Trustees

at the time of the September 26, 2006 Registration Statement, which he signed. Yeutter was a

control person of the Fund by virtue of his position as a trustee of the Fund. Yeutter was in a

position to, and did, control the Fund's operations and disclosures made by the Fund in the


33. Defendant Peter I. Wold ("Wold") was a Trustee of the Fund throughout the Class

Period and signed the Registration Statements. Wold was a control person of the Fund by virtue

of his position as a trustee of the Fund. Wold was in a position to, and did, control the Fund's



34. Defendant Ronald H. Fielding ("Fielding") has been a Senior Portfolio Manager

and Vice President of the Fund since 2001. Fielding was "primarily responsible for the day-to-

day management of the Fund's investments." Fielding was a control person of the Fund by

virtue of his position as a manager and officer of the Fund. Fielding was in a position to, and

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did, control the Fund's operations and disclosures made by the Fund in the Registration

Statements and Prospectuses issued during the Class Period.

35. Defendant Daniel G. Louglu-an ("Loughran") has been a Senior Portfolio

Manager of the Fund since 2001 and Vice President of the Fund since 2005. Louglu-an has been

a Senior Vice President of the Manager since July 2007 and has been a Portfolio Manager with

the Manager since 1999. He is a team leader, a Senior Portfolio Manager, an officer and a trader

for the Fund. Loughran was "primarily responsible for the day-to-day management of the

Fund's investments. Loughran was a control person of the Fund by virtue of his position as a

manager and officer of the Fund. Loughran was in a position to, and did, control the Fund's



36. Defendant Scott S. Cottier ("Cottier") has been a Senior Portfolio Manager of the

Fund since 2002 and Vice President of the Fund since 2005. Cottier is a Senior Portfolio

Manager, an officer and a trader for the Fund. Cottier was "primarily responsible for the day-

today management of the Fund's investments." Cottier was a control person of the Fund by

virtue of his position as a manager and officer of the Fund. Cottier was in a position to, and did,

control the Fund's operations and disclosures made by the Fund in the Registration Statements

and Prospectuses issued during the Class Period.

37. Defendant Troy E. Willis ("Willis") has been an Assistant Vice President of the

Manager since July 2005 and an Associate Portfolio Manager with the Manager since 2003; and

a Vice President of the Fund since 2003. Willis is a Portfolio Manager, an officer and a trader for

the Fund. Willis was "primarily responsible for the day-to-day management of the Fund's

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investments." Willis was a control person of the Fund by virtue of his position as an officer of

the Fund. Willis was in a position to, and did, control the Fund's operations and disclosures

made by the Fund in the Registration Statements and Prospectuses issued during the Class

Period.

38. The defendants referenced above in tf 21-37 are herein referred to as the

"Individual Defendants."

PLAINTIFF'S CLASS ACTION ALLEGATIONS

39. Plaintiff brings this action as a class action pursuant to Rule 23(a) and (b)(3) of

the Federal Rules of Civil Procedure on behalf of a class (the "Class") consisting of all persons

who purchased the Class A Shares, Class B Shares and Class C Shares of the Fund pursuant or

traceable to the Registration Statements and/or Prospectuses (the "Class Period") and who were

damaged thereby. Excluded from the Class are Defendants, the officers and directors of the

Fund, members of the Defendants' immediate families and the Defendants' legal representatives,

heirs, successors, and assigns, and any entity in which any of the Defendants have or had a

controlling interest or unique contractual arrangement.

40. Members of the Class are so numerous that joinder of all members is

impracticable. Although the exact number of Class members is unknown to Plaintiffs at this time

and can only be ascertained through appropriate discovery, based upon the size of the Fund being

greater than $4 billion, it is likely that there are thousands or tens of thousands of Class

members. Members of the Class may be identified from records maintained by Rochester Fund,

Oppenheimer Funds, Oppenheimer Distributor, or their agents, and may be notified of the

pendency of this action by mail, using a form of notice similar to that customarily used in

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securities class actions.

41. Plaintiff's claims are typical of the claims of the other members of the Class.

Plaintiff and the other members of the Class have sustained damages because of Defendants'

unlawful activities alleged herein. Plaintiff has retained counsel competent and experienced in

class and securities litigation and intends to prosecute this action vigorously. The interests of the

Class will be fairly and adequately protected by the Plaintiff. Plaintiff has no interests which are

contrary to or in conflict with those of the Class that Plaintiff seeks to represent.

42. Common questions of law and fact exist as to all members of the Class and

predominate over any questions solely affecting individual members of the Class. Among the

questions of law and fact common to the Class are:

(a) whether the federal securities laws were violated by Defendants' acts asalleged herein;

(b) whether Defendants misstated and/or omitted to state material facts intheir public statements;

(c) whether the members of the Class have sustained damages as a result ofDefendants' conduct; and

(d) the proper measure of such damages.

43. A class action is superior to all other available methods for the fair and efficient

adjudication of this controversy since joinder of all members is impracticable. Because damages

suffered by individual Class members may be relatively small, the expense and burden of

individual litigation makes it impossible for members of the Class to individually redress the

wrongs done to them. Plaintiff knows of no difficulty to be encountered in the management of

this action that would preclude its maintenance as a class action.

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SUBSTANTIVE ALLEGATIONS

44. Municipal securities are fixed-income securities primarily issued by states, cities,

counties and other governmental entities to finance the development of local communities. The

interest received from most municipal bonds is exempt from federal and state or local income

taxes in the jurisdictions and municipalities where the bonds are issued.

45. Investors seeking to invest in tax free bonds have a relatively wide variety of

investment options. They can purchase bonds directly or they can buy shares of mutual funds

which invest in those bonds. The mutual funds, in turn, can be either closed-end funds or open-

end funds. Closed-end funds generally have a fixed number of shares which trade on stock

exchange like regular stocks. The price an investor pays for those funds can be either greater,

less than or equal to their net asset value ("NAV"), i.e., the total recorded value of the assets

owned by the fund divided by the number of shares outstanding. In contrast, open-end funds

continuously offer their shares for sale to members of the investing public generally pursuant to

prospectuses which are filed as part of registration statements with the Securities and Exchange

Commission ("SEC") and, at the same time, generally offer to redeem or buy back those shares

at the same quoted NAV.

46. Rochester Fund is an open-ended mutual fund and one of the largest such mutual

funds specializing in federal tax-free investments. The Fund is sold through an extensive network

of financial advisers compensated based upon sales commissions and/or asset management fees.

The Fund's Inadequate Risk DisclosureRelating to Its Derivative Investments vis-à-vis Inverse Floaters

47. Rochester Fund has been able to successfully compete within this arena and grow

to become a multi-billion dollar fund because of its reporting superior historical returns. These

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superior returns were, in turn, largely generated by the Fund investing as much as 20% of its

assets in derivative securities known as "inverse floaters" which are derivative instruments that

pay interest at rates that move in the opposite direction of yields on short-term securities.

48. Inverse floaters, such as those employed by the Fund, are generally created by

depositing a long-term bond into a trust which is used to provide collateral for short term

securities issued based upon the security of the long-term instrument. Short-term municipal bond

rates are lower than the long term rates earned on the underlying instrument which serves as the

basis for creating the trust. This allows for a leveraged or increased return to the Fund which

created the trust.

49. Under inverse floater agreements, if the remarketing agent that offers the short-

term security is unable to sell them, or if the holders tender (or put) them for repayment of

principal and the remarketing agent is unable to remarket them, the remarketing agent may cause

the trust to be collapsed and the Fund is then required to repay the principal amount of the

tendered securities. In order to do so, the Fund must and, in fact, is forced, to sell securities from

its portfolio regardless of market conditions.

50. In the within matter, such collapses of inverse floaters forced the Fund to rapidly

sell large blocks of securities held in its portfolio in order to make good on its contractual

obligations. In order to accomplish these sales and provide the liquidity necessary to honor the

Fund's contractual obligations under the inverse floater agreements, Rochester Fund was forced

to accept prices far below the values at which the bonds were carried on its books.

51. This was a risk factor that was always present wherever inverse floaters were

employed. However, no disclosure was made in any of the Registration Statements and

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52. Instead, under the general risk disclosures relating to derivative investments, the

following risks were disclosed:

RISKS OF DERIVATIVE INVESTMENTS. The Fund can usederivatives to seek increased returns.

In general terms, a derivative investment is an investment contract whosevalue depends on (or is derived from) the value of an underlying asset, interestrate or index. Covered call options, "inverse floaters" and floating rate variablerate obligations are examples of derivatives the Fund can use. The Fund typicallydoes not use hedging instruments, such as options, to hedge investment risks.

If the issuer of the derivative investment does not pay the amount due, thefund can lose money on its investment. Also, the underlying security orinvestment on which the derivative is based, and the derivative itself, might notperform the way the Manager expected it to perform. If that happens, the Fundwill get less income than expected or its hedge might be unsuccessful, and itsshare prices could fall. The Fund has limits on the amount of particular types ofderivatives it can hold. However, using derivatives can increase the volatility ofthe Fund's share prices and can cause the Fund to lose money on its investments.Some derivatives may be illiquid, making it difficult for the Fund to sell themquickly at an acceptable price.

53. Specific risks associated with Inverse Floaters were further described in the

November 28, 2007 prospectus as follows:

Inverse Floaters. The Fund may invest up to 35% of its total assets (whichincludes the effects of leverage) in "inverse floaters" to seek greater income andtotal return. An inverse floater typically is a derivative instrument created by atrust that divides a fixed-rate municipal security into two securities: a short-termtax free floating rate security and a long-term tax free floating rate security (theinverse floater) that pays interest at rates that move in the opposite direction of theyield on the short-term floating rate security. As short-term interest rates rise,inverse floaters produce less current income (and, in extreme cases, may pay noincome) and as short-term interest rates fall, inverse floaters produce more currentincome.

Certain inverse floaters are created when the Fund purchases a fixed-ratemunicipal bond and subsequently transfers it to a broker-dealer (the sponsor). Thesponsor deposits the municipal security into a trust. The trust creates the inverse

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floater pursuant to an arrangement that enables the Fund to withdraw theunderlying bond to collapse the inverse floater (upon the payment of the value ofthe short-term security and certain costs). Additionally, the Fund purchasesinverse floaters created by municipal issuers directly or by other partiesdepositing securities into a sponsored trust.

The Fund's investments in inverse floaters may involve additional risks.The market value of inverse floaters can be more volatile than that of aconventional fixed-rate bond having similar credit quality, redemption provisionsand maturity. Typically, inverse floaters tend to underperform fixed rate bonds ina rising long-term interest rate environment, but tend to outperform fixed ratebonds in a falling or stable long-term interest rate environment. Inverse floatersall entail some degree of leverage. An inverse floater that has a higher degree ofleverage usually is more volatile with respect to its price and income than aninverse floater that has a lower degree of leverage. Some inverse floaters have a"cap," so that if interest rates rise above the "cap," the security pays additionalinterest income. If rates do not rise above the "cap," the Fund will have paid anadditional amount for a feature that proved worthless.

54. The actual relevant risk associated with Inverse Floaters was not disclosed until

the filing of a Prospectus Supplement on October 21, 2008 (the "October 2008 Prospectus

Supplement") which replaced existing Inverse Floater disclosures with the following:

Inverse Floaters

The Fund may invest in inverse floaters to seek greater income and totalreturn. The Fund will not expose more than 20% of its total assets to the effects ofleverage from its investments in inverse floaters. An inverse floater is a derivativeinstrument, typically created by a trust that divides a fixed-rate municipal securityinto two securities: a short-term tax exempt floating rate security (sometimesreferred to as a "tender option bond") and a long-term tax exempt floating ratesecurity (referred to as a "residual certificate" or "inverse floater") that paysinterest at rates that move in the opposite direction of the yield on the short-termfloating rate security. The purchaser of a "tender option bond" has the right totender the security periodically for repayment of the principal value. As short-term interest rates rise, inverse floaters produce less current income (and, inextreme cases, may pay no income) and as short-term interest rates fall, inversefloaters produce more current income.

To facilitate the creation of inverse floaters, the Fund may purchase afixed-rate municipal security and subsequently transfer it to a broker-dealer (thesponsor), which deposits the municipal security in a trust. The trust issues the

17


residual certificates and short-term floating rate securities. The trust documentsenable the Fund to withdraw the underlying bond to unwind or "collapse" thetrust (upon tendering the residual certificate and paying the value of the short termbonds and certain other costs). The Fund may also purchase inverse floaterscreated by municipal issuers directly or by other parties that have depositedmunicipal bonds into a sponsored trust.

The Fund's investments in inverse floaters involve certain risks. Themarket value of an inverse floater residual certificate can be more volatile thanthat of a conventional fixed-rate bond having similar credit quality, maturity andredemption provisions. Typically, inverse floater residual certificates tend tounderperform fixed rate bonds when long-term interest rates are rising but tend tooutperform fixed rate bonds when long-term interest rates are stable or falling.Inverse floater residual certificates entail a degree of leverage because the trustissues short-term securities in a ratio to the residual certificates with theunderlying long-term bond providing collateral for the obligation to pay theprincipal value of the short-term securities if and when they are tendered. If thefund has created the inverse floater by depositing a long-term bond into a trust, itmay be required to provide additional collateral for the short-term securities if thevalue of the underlying bond deposited in the trust falls.

An inverse floater that has a higher degree of leverage is typically morevolatile with respect to its price and income than an inverse floater having a lowerdegree of leverage. Under inverse floater arrangements, if the remarketingagent that offers the short-term securities for sale is unable to sell them, or ifthe holders tender (or put) them for repayment of principal and the remarketingagent is unable to remarket them, the remarketing agent may cause the trust tobe collapsed, and in the case offloaters created by the Fund, the Fund will thenbe required to repay the principal amount of the tendered securities. Duringtimes' of market volatility, illiquidity or uncertainty, the Fund could be requiredto sell other portfolio holdings at a disadvantageous time to raise cash to meetthat obligation. Some inverse floaters may have a "cap," so that if interest ratesrise above the cap, the security pays additional interest income. If rates do not riseabove the cap, the Fund will have paid an additional amount for that feature thathas proved worthless.

(Emphasis added).

55. The Registration Statements and Prospectuses initially generally disclosed that

some derivatives may be illiquid and the Fund may have difficulty selling them quickly at

acceptable prices, i.e., the Fund may have to hold the Inverse Floaters until maturity or sell them

18


slowly over time. However, another undisclosed material risk of investing in Inverse Floaters

was that the owners of the short-term securities sold by the trust created for the purpose of

issuing Inverse Floaters could effectively collapse the trusts and require the underlying securities

to be sold immediately, forcing the sale of portfolio securities at disadvantageous times and

prices.

The Fund's Inadequate Risk DisclosureRelatin2 to Its Tobacco Bond Investments

56. The Registration Statements and Prospectuses issued during the Class Period each

represented that the Fund would not invest more than 15% of its assets in illiquid securities. Each

of the Registration Statements and Prospectuses during the Class Period contained the following

statement:

Illiquid and Restricted Securities:. Investments may be illiquid because they donot have an active trading market, making it difficult to value them and ordispose of them promptly at an acceptable price. Restricted securities mayhave terms that limit their resale to other investors or may require registrationunder federal securities laws before they can be sold publicly. The Fund willnot invest more than 15% of its net assets in illiquid securities and cannotinvest more than 10% of its net assets in restricted securities.

(Emphasis added).

57. This representation was materially false and misleading because, among other

reasons, the Fund invested in 25% of its assets in tobacco bonds, which were illiquid throughout

the Class Period. In a December 5, 2008, article in MunIFI, it was reported that "Nile fund's

most notable holding is the so-called tobacco bonds, which make up about 25% of the portfolio."

58. The risks associated with this type of investment, like the risks associated with

Inverse Floaters, were not disclosed in the Registration Statements and Prospectuses during the

19


Class Period. It was not until the filing of the October 2008 Prospectus Supplement that

investors were first alerted to the risks of illiquidity which were not disclosed in the Registration

Statements issued in 2006, 2007, and earlier in 2008.

The Fund's Inadequate DisclosuresRegarding Liquidity Risks of Municipal Securities

59. Each of the Fund's Registration Statements and Prospectuses issued during the

Class Period were materially false and misleading because they failed to properly disclose, and

misrepresented, the amount of liquidity risk faced by the Fund.

60. As alleged above, each of the Registration Statements and Prospectuses issues

during the Class Period represented that it would invest no more than 15% of its assets in illiquid

securities, which was false because tobacco bonds comprised 25% of the Fund's investment and

were illiquid throughout the Class Period.

61. In addition, the Fund failed to warn that the market for ordinary municipal bonds

held by the Fund could turn illiquid under certain circumstances such as during times of

increased market volatility. Yet the only illiquidity warning contained in the Registration

Statements and Prospectuses was that the Fund would invest no more than 15% of its assets in

illiquid securities.

62. The truth was that the Fund was extremely risky, not only because 25% of its

securities were illiquid, but because most of the rest could quickly become illiquid depending on

market events. This tremendous risk was not disclosed by the Registration Statements and

Prospectuses until it manifested.

63. In the October 2008 Prospectus Supplement (amending the previously issued

November 28, 2007 prospectus), the following statement was added to the section entitled "Main

20


Risks of Investing in the Fund," and provided an example of what should have been disclosed

throughout the Class Period:

UNUSUAL VOLATILITY AND LACK OF LIQUIDITY IN THEMUNICIPAL BOND MARKETS IN 2008. Municipal bonds are traded in the"over-the-counter" market among dealers and other large institutional investors.In the latter months of 2008 that market has been subject to greater volatility thanit has historically experienced. Liquidity in the municipal bond market (theability to buy and sell bonds readily) has been reduced, as it has been in otherfixed-income markets, in response to overall economic conditions and credittightening. During times of reduced market liquidity, such as at the present, theFund may not be able to sell bonds readily at prices reflecting the values at whichthe bonds are carried on the Fund's books. Sales of large blocks of bonds bymarket participants, such as the Fund, that are seeking liquidity can further reducebond prices in an illiquid market. . . . It is not possible at this time to determinewhether the current market illiquidity is a short-term phenomenon or may persistover a protracted period of time.

64. But the risk that liquidity could disappear for ordinary municipal bonds was a

"main risk of investing in the Fund" in 2006, 2007 and throughout 2008. Instead of warning

about this risk, the Registration Statement provided false comfort by telling investors that only

15% of the Fund would be invested in illiquid securities.

The Fund's Decline in ValueCaused by the Inadequate Disclosures

65. These conditions caused a sharp decline in the value of the Fund's shares. Thus,

the NAV of the Class A shares declined from a closing price of $10.95 on January 2, 2008 to

close at $6.43 per share on October 20, 2008, a decline more than 40%, an unusually high

decline and far exceeding the decline of competing national municipal bond funds which did not

employ derivative instruments such as the inverse floaters utilized by the Fund. In total during

the Class Period, the Fund lost more than 60% of its value.

21


COUNT I

Violations of Section 11 of the Securities Act Against DefendantsRochester Fund, Oppenheimer Distributor, and the Individual Defendants

66. Plaintiff repeats and realleges each and every allegation above as if set forth fully

herein. This Count is brought pursuant to Section 11 of the Securities Act, 15 U.S.C. §77k,

against Defendants Rochester Fund, Oppenheimer Distributor, and the Individual Defendants

(collectively the "Section 11 Defendants"). This claim is not based on and does not sound in

fraud.

67. This claim is brought by Plaintiff on her own behalf and on behalf of other

members of the Class who acquired Fund shares pursuant or traceable to prospectuses dated.

(a) September 27, 2006, supplemented on January 19, 2007 and January 23, 2007; (b) March 9,

2007, supplemented on October 22, 2007; (c) November 28, 2007, supplemented on February 5,

2008, July 1, 2008, August 29, 2008 and October 21, 2008 (collectively the "Prospectus"), all of

which were filed with the Registration Statements. Each Class member acquired their shares

pursuant or traceable to the Registration Statements and Prospectuses.

68. Rochester Fund is the issuer of the securities through the Registration Statements.

The Individual Defendants signed, either personally or through an attorney-in-fact, the

Registration Statements. Oppenheimer Distributor was the underwriter of the Fund shares.

69. The Section 11 Defendants owed to the purchasers of the stock obtained pursuant

or traceable to the Registration Statements and Prospectuses the duty to make certain that all

relevant material risk factors potentially affecting the Fund's performance be disclosed in the

Registration Statements at the time the Registration Statements became effective to ensure that

such statements were true and correct, and that there was no omission of material facts required

22


to be stated in order to make the statements contained in the Registration Statements not

misleading.

70. None of the Section 11 Defendants made a reasonable investigation or possessed

reasonable grounds for the belief that the statements contained in the Registration Statements

were true or that there was no omission of material facts necessary to make the statements made

therein not misleading.

71. The Section 11 Defendants issued and disseminated, caused to be issued and

disseminated, and participated in the issuance and dissemination of, material misstatements to

the investing public which were contained in the Registration Statements, which misrepresented

or failed to disclose, inter al/a, the facts set forth above. By reason of the conduct herein alleged,

the Section 11 Defendants each violated Section 11 of the Securities Act.

72. Rochester Fund is the issuer of the stock sold pursuant and/or traceable to the

Registration Statements and Prospectuses. As issuer of the stock, such defendants are strictly

liable to Plaintiff and the Class for the material misstatements and omissions therein.

73. At the times they obtained their shares of the Fund, Plaintiff and members of the

Class did so without knowledge of the facts concerning the misstatements or omissions alleged

herein.

74. This action is brought within one year after discovery in this or a related action of

the untrue statements and omissions in and from the Registration Statements that should have

been made through the exercise of reasonable diligence, and within three years of the time that

the securities upon which this Count is brought were offered to the public.

75. By virtue of the foregoing, Plaintiff and the other members of the Class are

23


COUNT II

Violations of Section 12(a)(2) of the Securities Act Against DefendantsRochester Fund, Oppenheimer Funds, and Oppenheimer Distributor

76. Plaintiff repeats and realleges each and every allegation above as if set forth fully

herein. This Count is brought for violation of Section 12(a)(2) of the Securities Act, 15 U.S.C.

§771(a)(2), against Defendants Rochester Fund, Oppenheimer Funds, and Oppenheimer

Distributor (collectively the "Section 12(a)(2) Defendants").

77. As set forth more specifically above, the Registration Statements and

Prospectuses failed to disclose material facts necessary in order to make the statements, in light

of the circumstances in which they were made, not misleading.

78. The Section 12(a)(2) Defendants, through their agents, sold and/or solicited the

sale of Rochester Fund shares by means of the Registration Statements and other representations,

written and oral. The Registration Statements and other communications contained untrue

and/or misleading statements of material fact, contained material omissions, or omitted material

facts necessary in order to make the statements, in light of the circumstances under which they

were made, not misleading or contained material statements of fact that the Section 12(a)(2)

Defendants in the exercise of reasonable care should have known were false.

79. Plaintiff and other members of the Class did not know that the representations

made to them by Section 12(a)(2) Defendants (in connection with the distribution of shares) and

the matters described above were untrue, did not know the above described omitted material

facts were not disclosed, and could not have reasonably discovered those facts.

24


80. The Section 12(a)(2) Defendants were obligated to make a reasonable and diligent

investigation of the statements contained in the Registration Statements and Prospectuses to

ensure that such statements were true and that there was no omission of material fact required to

be stated in order to make the statements contained therein not misleading. None of the Section

12(a)(2) Defendants made a reasonable investigation or possessed reasonable grounds for the

belief that the statements contained in the Registration Statements and Prospectuses were

accurate and complete in all material respects.

81. This claim was brought within one year after discovery in this or a related action

of the untrue statements and omissions in and from the Registration Statements and Prospectuses

that should have been made through the exercise of reasonable diligence, and within three years

of the time that the securities upon which this Count is brought were offered to the public by way

of a Prospectus.

82. By reason of the misconduct alleged herein, the Section 12(a) Defendants violated

Section 12(a)(2) of the Securities Act and are liable to Plaintiff and other members of the Class

who purchased or acquired the Fund's shares by way of the Registration Statements and

Prospectuses, each of whom has been damaged as a result of such violations.

83. Plaintiff and the other members of the Class who purchased the Fund's shares

pursuant or traceable to the Registration Statements and Prospectuses hereby seek rescission of

their purchases and hereby tender to the Section 12(a)(2) Defendants those shares, which

Plaintiff and other members of the Class continue to own, in return for the consideration paid for

those securities, together with interest thereon; or, damages resulting from the Section 12(a)(2)

Defendants' conduct.

25


COUNT III

Violations of Section 15 of the Securities Act AgainstOppenheimer Funds and the Individual Defendants

84. Plaintiff repeats and realleges each and every allegation contained above as if

fully set forth herein. This Count is brought pursuant to Section 15 of the Securities Act, 15

U.S.C. §77o, against Oppenheimer Funds and the Individual Defendants (collectively the

"Section 15 Defendants") as control persons of the Fund, which violated Section 11 and Section

12(a)(2) as described in Counts I and II. This claim is not based on and does not sound in fraud.

85. Oppenheimer Funds which, by virtue of being the Fund's manager and

responsible for choosing the Fund's investments and handling its day-to-day business, was a

control person of Rochester Fund during the relevant time period. Oppenheimer Funds was in a

position to control, and did control, the inclusion of the false and incomplete statements and

omissions in the Registration Statement and Prospectus.

86. Each of the Individual Defendants was a control person of the Fund by virtue of

his or her position as a trustee and/or officer and/or manager of the Fund. The Individual

Defendants were in a position to, and did, control the Fund's operations and disclosures made by

the Fund in the Registration Statements and Prospectuses issued during the Class Period.

87. For the reasons set forth above, the Section 15 Defendants are liable to Plaintiff

and the members of the Class who purchased the Fund's shares based on the untrue statements

and omissions of material fact contained in the Registration Statements and Prospectuses,

pursuant to Sections 11 and 12(a)(2) of the Securities Act, and who were damaged thereby.

88. The Section 15 Defendants did not make a reasonable investigation or possess

reasonable grounds for the belief that the statements contained in the Registration Statements and

26


Prospectuses were accurate and complete in all material respects. Had it exercised reasonable

care, the Section 15 Defendants could have known of the material misstatement and omissions

alleged herein.

89. This claim was brought within one year after the discovery of the untrue

statements and omissions in the Registration Statement and Prospectus and within three years

after the Fund's shares were sold to the Class in connection with the Offering.

90. By reason of the misconduct alleged herein, for which the Fund is primarily liable

as set forth above, the Section 15 Defendants are jointly and severally liable with and to the same

extent as the Fund pursuant to Securities Act.

BASIS FOR IN FORMATION AND BELIEF

91. Plaintiff's information and belief is based upon, among other things, a review of

relevant filings made with the SEC, a review of pricing information with respect to Rochester

Fund and competing funds, news reports, and press releases.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff, on behalf of herself and all other members of the Class, prays

for judgment as follows:

(a) declaring this action to be a class action properly maintained pursuant to Rule 23

of the Federal Rules of Civil Procedure, certifying the Class with Plaintiff as Class

Representative, and certifying Plaintiff's counsel as Class Counsel;

(b) awarding compensatory damages in favor of Plaintiff and the other Class

members against all Defendants, jointly and severally, for all damages sustained as a result of

Defendants' wrongdoing, in an amount to be proven at trial, including interest thereon;

27


(c) awarding rescissory damages;

(d) awarding Plaintiff and the other Class members their costs and expenses of this

litigation, including reasonable attorneys' fees, accountants' fees, experts' fees, and other costs

and disbursements; and

(e) awarding Plaintiff and the other Class members such equitable, injunctive, or

other relief as deemed just and proper under the circumstances by the Court.

JURY TRIAL DEMANDED

Plaintiff hereby demands a trial by jury.

Dated: May 5, 2009

s/ Kip B. Shuman Kip Brian ShumanRusty Evan GlennTHE SHUMAN LAW FIRM885 Arapahoe AvenueBoulder, CO 80302Phone: 303-861-3003Fax: 303-484-4886Email: kipit,shurnanlawfirm.comEmail: rusty(d,shumanlawfirm.com

Samuel P. SpornJay P. SaltzmanPietro M. deVolpi, Jr.SCHOENGOLD & SPORN, P.C.19 Fulton Street, Suite 406New York, NY 10038Phone: (212) 964-0046Fax: (212) 267-8137Email: jav.iimpornlaw.com

Counsel for Plaintiff Estelle Krim

28


CERTIFICATION OF OPPENHEIMER ROCHESTER NATIONAL MUNICIPALSSECURITIES CLASS ACTION COMPLAINT

I, Estelle Krim, hereby certify that the following is true and correct to the best of my

knowledge, information, and belief:

1. I am trustee for the accounts set forth in Schedule A hereto and am fully

authorized to act on their behalf.

2. I have reviewed the complaint filed in this case (the "Complaint"), and authorize the

filing thereof.

3. I am willing to serve as a representative party on behalf of the Class (as defined in the

Complaint), including providing testimony at deposition and trial, if necessary.

4. During the Class Period (as defined in the Complaint), I purchased and/or sold the

security that is the subject of the Complaint as set forth on the attached.

5. I did not engage in the foregoing transactions at the direction of counsel or in order to

participate in any private action arising under the Securities Act of 1933 (the "Securities Act") or the

Securities Exchange Act of 1934 (the "Exchange Act").

6. During the three year period preceding the date of my signing this Certification, I

have not served nor sought to serve as a representative party on behalf of a class in any private

action arising under the Securities Act or the Exchange Act.

7. I will not accept any payment for serving as a representative party on behalf of the

Class beyond my pro rata share of any possible recovery except for an award, as ordered by the

Court, for reasonable costs and expenses directly relating to my representation of the Class.

Signed under the penalties of perjury, this / day of illeez , 2009.

Alka 2,—",‘ , ,-(44/./f ...)

Estelle Krim


SCHEDULE A

DATE BUY/SELL* NO. OF SHARES PRICE PER SHARE

Estelle Krim, Leonard Krim Generation Skipping Trust09/12/2007 Buy 16,863.406 $ 11.8611/27/2007 Buy 83.538 $ 11.1712/28/2007 Buy 87.427 $ 10.9201/22/2008 Buy 86.608 5 11.0802/26/2008 Buy 95.880 $ 10.0603/25/2008 Buy 102.633 $ 9.4504/22/2008 Buy 102.046 $ 9.5605/27/2008 Buy 103.618 $ 9.6406/24/2008 Buy 108.733 $ 9.2407/22/2008 Buy 114.112 $ 8.8608/26/2008 Buy 112.548 $ 9.0409/23/2008 Buy 122.041 $ 8.39

Leonard Krim Residuary Trust09/11/2007 Buy 42,158.516 $ 11.8611/27/2007 Buy 208.876 $ 11.1712/28/2007 Buy 218.622 5 10.9201/22/2008 Buy 216.561 $ 11.0802/26/2008 Buy 239.718 $ 10.0603/25/2008 Buy 256.622 $ 9.4504/22/2008 Buy 255.167 $ 9.5605/27/2008 Buy 259.083 $ 9.6406/24/2008 Buy 271.885 $ 9.2407/22/2008 Buy 285.307 $ 8.8608/26/2008 Buy 281.427 $ 9.0409/23/2008 Buy 305.137 $ 8.39

Estelle Krim Personal Brokerage Account09/12/2007 Buy 21,079.258 $ 11.8611/27/2007 Buy 104.413 $ 11.1712/28/2007 Buy 109.288 $ 10.9201/22/2008 Buy 108.265 $ 11.0802/26/2008 Buy 119.850 $ 10.0603/25/2008 Buy 128.292 $ 9.4504122/2008 Buy 127.556 $ 9.5605/27/2008 Buy 129.511 $ 9.6406/24/2008 Buy 135.915 $ 9.2407/22/2008 Buy 142.625 5 8.8608/26/2008 Buy 140.689 $ 9.0409/23/2008 Buy 152.545 $ 8.39

• "Buy" reflects purchases of units of the Oppenheimer Rochester National Municipals Class A ("ORNAX").

Case 1:09-cv-01042-JLK Document 1-2 Filed 05/05/2009 Page 1 of 1•

&PS 44 (Rev. 14107) CIVIL COVER SHEETATTACHMENT A

The JS 44 civil cover sheet and the information contained hereinneither replace nor supplement the filing and service of pleadings or other papers as required by law, except asprovidedby local rules of court. This form, approved by theJudicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiatingthe civil docket sheet. (SEE INSTRUCTIONS ON THE REVERSE OF THE FORM.)

, ,I. (a) PLAINTIFFS ,s(e_ct e

UrriftA ; v (04.1 10 /4_* ' VIO DEFENDANTS

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Okjitvi cip44$ N-ve.--k eA-- ,t-it

—(b) County of Residence of First Listed Plaintiff Fi I ino1 boat L County of Residence of First Listed Defendant Ara(at k.0 t ss,(EXCEPT IN U.S. PLAINTIFF ASES) ON US. PLAINTIFF CASES ONLY)

y. ,, e s. blitorYla 1A tik.t 511,40ww, 1..e..0 1"rb...„. NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE

g,usvi -e . eikt‘kv. ats Aropevv..4. A...c_

LAND INVOLVED

(c) Attomey' (Firm Name, Address. and Telephm Numbirlobx..... Co zo kg_ Attorneys (If Known)00.1...)h 4

303 - gtpt - .3003 II. BASIS OF JURISDICTION (Place az "X" in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES(PlaGe an -x- more Box for Plaintiff

For Diversity Cases Only) and One Box for Defendant)O 1 U.S. Government dX3 Federal Question PTE DEE PTF REF

Plaint/if (U.S. Government Not a Party) Citiz n of This State 0 I 0 I Incorporated or Principal Place 0 4 0 4of Business in This State

0 2 U.S. Government 0 4 Diversity Citizen of Another State 0 2 3 2 incorporated need Principal Plate 0 3 0 5Defendant

' of Business In Another State(indicate Citizenship of Parties ut Item HO

Citizen or Subject of a 0 3 0 3 Foreign Nation 0 6 3 6Foreign Country

IV. NATURE OF SIJIT Place an "X" in One Box Onl: t . 7 i . EMT ,i.s He t. - fit:Kunsan tkitut. 47ituttnor .r_ .. .

O /10 Insurance PERSONAL INJURY PERSONAL INJURY 0 6/0 Agticuiture 0 422 Appeal 28 USG 158 0 400 Slate Reapportionment1 120 Marine 0 310 Airplane 7 362 Personal Injury . 0 620 Other Food & Drug 0 423 Withdrawal 0 410 AntitrustO 130 Miller Act 0 315 Airplane Product Med. Malpractice 0 625 Drug Related Seizure 28 USC 157 0 430 Banks and Banking3 140 Negotiable Instrument Liability 1 365 Personal Injury - of Property 21 USC 881 0 450 Commerce3 ISO Recovery of Overpayment 0 320 Aasau/t, Libel & Product Liability 0 630 Liquor Laws VE/761171skort krona.= 0 460 Deportation

& Enforcement ofludgment Siander 0 368 Asbestos Persona/ 0 640 R R. & Truck 0 820 Copyrights 0 470 Racketeer Influenced andO 151 Medmare Act 0 330 Federal Employers' Injury Product 0 650 Airline Reps 0 830 Patent Corms OrganizationsO 152 Recovery of Defaulted Liability Liability 0 660 Occupational 0 840 Trademark 0 480 Consumer Credit

Student Loans 0 340 Marine PERSONAL PROPERTY Safety/Health 0 490 Cable/Sat TV(Excl. Veterans) 0 345 Marine Product 0 370 Other Fraud 0 690 Other 0 810 Selective Service

O 153 Recovery of Overpayment Liability 0 371 Truth in Lending InMlin 4 830 Securities/Commodities/of Veteran's Benefita 0 359 Motor Vehicle 0 389 Other Personal 0 710 Fair Labor Standards 0 861 H/A (I 3950) Exchange

O 160 Stockholders' Suits 0 355 Motor Vehicle Property Damage Act 0 862 Black Lung (923) 0 875 Customer ChallengeO 190 Other Contract Product Liability 0 385 Property Damage 0 720 LaboriMgmt. Relations 0 863 DIWC/D1WW (40$(g)) /) CSC 3410O 195 Contract Produce Liability 0 360 Other Personal Exotic) Liability 0 730 TaboriMgmt.Reporting 1 864 SSID Title XVI 0 890 Other Statutory ActionsO 196 Franchise in it & Disclosure Act 0 165 RSI (405(g)) 0 891 Agricultural Acts. Rua It . ..CIM11.. ._ . 11..: . , t . , . lad': 3 740 Padang Labor Att ' 'D . .j . : . ' 0 892 Economic Stabilization Act

0 210 Land Condemnation 0 441 Voting • 510 Motions to Vacate 3 790 Other Labor Litigation 0 870 Taxes (U.S. Plainnff 0 893 Environmental Matters0 220 Foreclosure 1 442 Empthyment Sentence 7 791 Erupt Ret Inc or Defendant) 0 894 Energy Allocation Act0 230 Rent Lease & Ejectment n 443 Homing/ Habeas corpus: Security Act 0 871 IRS—Third Party 0 895 Freedom ofinformation0 240 Torts to Land Accommodations 0 530 General 26 IJSC 7649 Act1 243 Tort Product Liability 0 444 We/fare 3 535 Death Penalty ' ' IMNIOSATION .. , 0 900Appeel of Fee Determination0 290 All Other Real Property 0 943 Amer. 4/Disabilities - 0 546 Mandamus & Other 3 462 Naturalization Application Under Equal ARCMs

Employ ment 0 550 Civil Rights 0 463 Habeas Corpus - to Justice3 446 Amer. m/Disabilities - 4 554 Prison Condition Alien Detainee 0 950 Constitutionality of

Other 1 465 Other Immigration State Statutes0 440 Other Civil Rights Actions

V. ORIGIN (Mann n "X" in One Box Only) Aral to District

c srx I Original 17:1 2 Removed from 0 3 Remanded from 113 4 Reinstated or fp Tranfered from CI 6 Multidistnet CI 7 mjuaggFctrafro:'anot hery)

istrictdProceeding State Court Appellate Court Reopened Litigation(verif Judgment CktlitWivilktuy4lcc whichqou arcilingeo pot cite juristlietIona/ statutes unless diversity):I-. (900-) s; 34: -a-(k..) A .. 77(a ) VI. CAUSE OF ACTION

, 1 1yitcv..lescription odspase:r bet) Cts.sys 40,h‘tr.....

VII. REQUESTED IN R" CHECK IF THIS IS A CLASS ACTION DEMAND S CHECK YES only if demanded in complaint:COMPLAINT: UNDER F.R.C.P. 23 JURY DEMAND: )(Yes 0 No

DATES OFc TORZ OF RECORD

5/11/ FOR OFFICE USE ONLY

RECEIPTS AMOUNT APPLYING IFP JUDGE MAO, JUDGE

Case 1 . 09-cv-01042-JLK Document 1-3 Filed 05/05/2009 Page 1 of 1

Court Name: U.S. District Court, Colorad

Division: 1Receipt Number: C0X016671Cashier ID; sgTransaction Date: 05/85/2009Payer Name: SHUMAN LAW FIRM

CIVIL FILING FEEFor: SHUMAN LAW FIRMAmount: $358.08

CREDIT CARDkit Tendered: $359.80

- - - - — - - - - - —Total Due: $359.00Total Tendered: $350.88Change Rot: $0.90

09-041842

A fee of $45.18 will be assessed onany returned check.

estelle krim, et al. v. , oppenheimer funds, inc. et al...

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