UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS BROCKTON RETIREMENT BOARD, Individually and On Behalf of All Others Similarly

Situated, Plaintiff, v. OPPENHEIMER GLOBAL RESOURCE PRIVATE EQUITY FUND I, L.P., OPPENHEIMER ASSET MANAGEMENT, INC., OPPENHEIMER ALTERNATIVE INVESTMENT MANAGEMENT, LLC, OPPENHEIMER & CO. INC., BRIAN WILLIAMSON, and PATRICK KANE. Defendants. No. ___________________________ CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS JURY TRIAL DEMANDED

INTRODUCTION Plaintiff Brockton Retirement Board (Brockton or Plaintiff), by its undersigned attorneys, alleges upon personal knowledge as to Plaintiffs own acts, and upon information and belief as to all other matters, based on the investigation conducted by and through Plaintiffs counsel, which included, among other things, a review of the Defendants documents and announcements issued in connection with the private placement of limited partnership interests in Oppenheimer Global Resource Private Equity Fund I, L.P. (OGR Fund), wire and press releases published by and regarding the OGR Fund, and advisories about the OGR Fund, and other information readily obtainable in the public domain.

I. 1.

NATURE OF THE ACTION

This is a class action brought on behalf of investors who purchased interests in a

private placement of unregistered limited partnership units pursuant to the OGR Funds private placement memorandum dated July 2008 (the OGR PPM) that was actively used by the OGR Fund to solicit investors. The OGR Fund is a limited partnership functioning as an investment fund of funds designed to make global investments in natural resource-related companies. Specifically, as described by the OGR PPM, the OGR Fund is: [A] fund of private equity funds that intends to invest in natural resource, power generation and energy-related assets and their changing dynamics (collectively, Natural Resource and Related Assets) on a global basis including but not limited to energy, timber, water, minerals, mined resources, agriculture and the transportation, distribution, utilization, management and support of, and technologies being developed for, Natural Resource and Related Assets, and including, but not limited to, assets relating to the protection, renewal or replacement of environmentally protected or sensitive areas or wildlife such as wetlands and endangered species and their habitats. 2. In addition to the OGR PPM, Defendants solicited investors pursuant to a Request

for Information and other materials circulated to investors between 2008 and 2010 (collectively, with the OGR PPM, the Solicitation Documents). 3. The Solicitation Documents contained materially untrue and misleading

statements regarding: (i) the purported value of the OGR Funds holdings, (ii) the profitability and performance of the OGR Fund, and (iii) the policies and procedures to be used by the OGR Fund in conducting due diligence into the performance and valuation of its assets. Specifically, the Solicitation Documents overstated the value of the OGR Funds holdings as well as the OGR Funds profitability and financial performance due to a failure of the OGR Funds procedures and in violation of applicable laws and standards.

4.

As a result of Defendants misleading statements, Plaintiff and other members of

the Class have suffered significant damages. II. 5. JURISDICTION AND VENUE

The claims alleged herein arise under Sections 12(a)(2) and 15 of the Securities

Act of 1933 (the Securities Act), 15 U.S.C. 77l(a)(2) and 77o, and the rules and regulations of the Securities and Exchange Commission (SEC) promulgated thereunder. 6. This Court has jurisdiction over the subject matter of this action pursuant to

Section 22(a) of the Securities Act, 15 U.S.C. 77v(a). 7. Venue is proper in this District pursuant to Section 22(a) of the Securities Act, 15

U.S.C. 77v(a) and 28 U.S.C. 1391(d). 8. 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 United States mails, interstate electronic communications, interstate telephone communications and the facilities of the national securities markets. III. 9. PARTIES

Plaintiff Brockton Retirement Board is a public retirement system representing

current and former employees of the City of Brockton, Massachusetts. Brockton invested in the OGR Fund as set forth in the accompanying certification, incorporated by reference herein, and has been damaged thereby. Defendants solicited Brockton to make its investment in the OGR Fund in the Commonwealth of Massachusetts. 10. Defendant OGR Fund is a Delaware limited partnership with its principal place of

business located in New York, New York.

11.

Defendant Oppenheimer Asset Management, Inc. (OAM) is a New York

corporation with its principal place of business in New York, New York. OAM is the OGR Funds Sponsor and an SEC registered investment advisor. 12. Defendant Oppenheimer Alternative Investment Management, LLC (AIM) is a

Delaware limited liability company with its principal place of business located in New York, New York. AIM is the OGR Funds General Partner, an affiliate of OAM and an SEC registered investment advisor. 13. Defendant Oppenheimer & Co. Inc. (Opco) is a New York corporation with its

principal place of business in New York, New York. Opco served as the administrator for the OGR Fund, is a broker dealer and an SEC registered investment advisor. 14. Defendant Brian Williamson (Williamson) was at all relevant times an

Executive Officer and Managing Director of the OGR Fund. Defendant Williamson actively solicited investors to invest in the OGR Fund in the Commonwealth of Massachusetts. 15. Defendant Patrick Kane (Kane) was an Executive Officer and Senior Managing

Director of the OGR Fund and signatory to SEC filings of the Company. Defendant Kane actively solicited investors to invest in the OGR Fund 16. Defendants OGR Fund, OAM, AIM, and Opco are collectively referred to herein

as the Corporate Defendants. Defendants Williamson and Kane are collectively referred to herein as the Individual Defendants. The Corporate Defendants and the Individual Defendants are collectively referred to herein as Defendants.

IV. A. 17. Background

FACTUAL ALLEGATIONS

The Corporate Defendants are wholly-owned subsidiaries of Oppenheimer

Holdings Inc., a publicly-traded investment bank and full-service investment firm. Oppenheimer Holdings Inc. holds client assets of approximately $76 billion and operates throughout the United States and Latin America. 18. The OGR Fund was established as fund of private equity funds designed to invest

in companies focused on natural resources. The OGR Funds stated investment objective is to provide income and long-term capital appreciation by investing in a diversified portfolio of select private equity and equity-related investments within developed and developing market countries managed by experienced teams capable of generating superior returns. 19. Established as a limited partnership in 2007, Opco began to raise initial capital in

the OGR Fund in April 2008. The OGR Fund offered accredited investors the opportunity to subscribe for limited partnership interests denominated in either Class A or Class B Units. Solicitation of investors began on or about April 2008. The goal of the OGR Fund was to raise approximately $200 million in aggregate commitments. Between April 2008 and April 2010, the OGR Fund raised approximately $85 million and total investment to date in the fund is estimated at $140 million. 20. The OGR Funds general partner, AIM, set the minimum investment for Class A

Units at $500,000 and the minimum investment for Class B Units at $5,000,000. Plaintiff Brockton invested $5 million into the OGR Fund by March of 2010. Thus far, at least $3.2 million of Brocktons investment has been drawn upon by AIM through capital calls.

B. 21.

Defendants Materially Untrue and Misleading Statements The OGR PPM states that Defendants performed substantial due diligence on the

OGR Funds investments. Specifically, the OGR PPM made the following materially untrue statement: Our due diligence review considers the prospective funds due diligence process, information gathering, deal evaluation, peer review and parameters or metrics for investment approval. We also consider deal team diversity, length of time from identification to letter of intent and commitment restraint. The next level of review in our due diligence process assesses a funds investment contingency planning[i]n analyzing a prospective fund, we will inquire about specific investments and whether a contingency plan was in existence for creating value at the time the deal was consummated. 22. The OGR Funds audited financial statements show that as of December 31, 2008,

41.3% of the OGR Funds capital was invested in the private equity fund Cartesian Investors-A, L.P. (Cartesian). The Solicitation Documents place the percentage of committed capital in Cartesian at approximately 44.7%. 23. Cartesian is one of many private equity funds run by Cartesian Capital Group,

LLC (CCG), a private equity firm holding global investments. 24. Opco has received compensation from Cartesian for its role as a sales agent in

other funds controlled by CCG, a material fact not disclosed in the Solicitation Documents. 25. The assets of Cartesian consisted solely of shares in S.C. Fondul Proprietatea SA

(Fondul), a Romanian investment fund publicly-traded on the Bursa de Valori Bucuresti (BvB), commonly known as the Romanian Stock Exchange. 26. Fondul was created in 2005 by the Romanian government to compensate its

citizens whose property had been unlawfully seized or otherwise misappropriated by the former Communist government of Romania. 6

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In the Solicitation Documents, the stated internal rate of return (IRR) of the

OGR Funds investment in Cartesian was 67.0%, while the overall IRR was listed as 38.3%. 28. Defendants achieved these dramatic positive IRRs for Cartesian and the OGR

Fund by improperly inflating the value of the Cartesian investment. 29. On June 30, 2009, shares of Fondul, Cartesians sole asset, was trading at the

equivalent of $0.07 per share on the BvB. Rather than use the then current public market trading price of the Fondul shares when valuing the Companys investment in Cartesian (as Defendants represented they did), Defendants instead assigned an inflated value of not less than $0.33 cents per share. 30. This over-valuation allowed Defendants to value the OGR Funds investment in

Cartesian at approximately $9.3 million even though the investment value was actually less than $2 million based on the actual Fondul trading price. As a result, the Defendants advertised an IRR for the OGR Fund of 38.3% in the Solicitation Documents. A proper valuation of the Cartesian investment would show that the OGR Fund actually experienced a negative IRR or a loss of between 10.6% and 6.3%. 31. In the OGR PPM, Defendants state that the General Partner will value the assets

of the [OGR] Fund based upon available relevant information. The General Partner expects that in most cases it will value the Underlying Funds in accordance with the valuations reported to it by the Managers of the Underlying Funds. 32. Moreover, Defendants explicitly stated in the Solicitation Documents that the

OGR Fund would apply FASB 157: [a]s a fund of funds, we require our underlying fund managers to utilize third party valuation firms that provide valuations of the respective portfolios in accordance with FASB 157.

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Specifically, FASB 157 states that a quoted price in an active market provides

the most reliable evidence of fair value and shall be used to measure fair value whenever available. Under FASB 157, Cartesian should have been valued using the current market price of its sole asset, the Fondul shares, which were trading at the equivalent of $0.07 per share. 34. Defendants instead negligently valued the Cartesian investment at multiples of its

trading price on the open market, in direct violation of SEC and Financial Accounting Standards Board (FASB) rules. 35. Plaintiff and the Class invested in the OGR Fund based on this negligently

inflated IRR, causing them to suffer the damages complained of herein. C. 36. Government Investigations A February 24, 2012 article in THE WALL STREET JOURNAL reported that the

United States Attorneys Office for the District of Massachusetts, the SEC and the Massachusetts Attorney Generals Office have been investigating the OGR Fund since the fall of 2011, sending multiple subpoenas to the OGR Funds employees and to OAM. The investigations have

focused on whether the OGR Fund has been incorrectly accounting for its investments. 37. Oppenheimer Holding Inc.s SEC Form 10-K, filed March 6, 2012, states that it

has been responding to information requests from the SEC and the Massachusetts Attorney Generals Office since October 2011 regarding the OGR Fund and that on February 24, 2012 the United States Attorneys Office for Massachusetts (Boston) informed Oppenheimer Holdings Inc. and OAM that it intends to seek information regarding the OGR Fund.

V. 38.

CLASS ACTION ALLEGATIONS

Plaintiff brings this action as a class action under the Securities Act pursuant to

Federal Rules of Civil Procedure 23(a) and (b)(3) on behalf of investors who purchased the interests in the OGR Fund pursuant to the Solicitation Documents. 39. The members of the Class are located in geographically diverse areas and are so

numerous that joinder of all members is impracticable. Although the exact number of Class members is unknown at this time and can only be ascertained through appropriate discovery, Plaintiff believes there are hundreds of members of the Class who invested in the OGR Fund. 40. Common questions of law and fact exist as to all members of the Class and

predominate over any questions affecting solely individual members of the Class. Among the questions of law and fact common to the Class are: (a) whether Defendants violated the federal securities laws based upon the facts alleged herein; (b) whether the Solicitation Documents contained untrue statements of material facts about the OGR Fund and the value of its assets; (d) whether Defendants performed appropriate due diligence in advance of soliciting the relevant partnership interests in the OGR Fund; and (e) the proper measure of damages. 41. Plaintiffs claims are typical of the claims of the members of the Class as Plaintiff

and members of the Class sustained damages arising out of the untrue statements contained in the Solicitation Documents in violation of federal law as complained of herein. 42. Plaintiff will fairly and adequately protect the interests of the members of the

Class and has retained counsel competent and experienced in class and securities litigation. Plaintiff has no interests antagonistic to, or in conflict with, those of the Class.

43.

A class action is superior to alternative methods for the fair and efficient

adjudication of this controversy since joinder of all members of this Class is impractical. Furthermore, because the damages suffered by some individual Class members may be relatively small, the expense and burden of individual litigation make it impossible for the Class members individually to redress the wrongs done to them. There will be no difficulty in the management of this action as a class action. VI. 44. NO SAFE HARBOR

The statutory safe harbor under the Private Securities Litigation Reform Act of

1995, which applies to forward-looking statements under certain circumstances, does not apply to any of the allegedly untrue and misleading statements plead in this complaint. The statements alleged to be untrue and misleading herein all relate to then-existing facts and conditions. In addition, to the extent certain of the statements alleged to be false may be characterized as forward-looking, they were not adequately identified as forward-looking statements when made, and there were no meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the purportedly forward-looking statements. COUNT I (Against All Defendants) Violations of Section 12(a)(2) of the Securities Act 45. Plaintiff repeats and re-alleges each of the allegations set forth above as if fully

set forth herein. This Count is asserted against the Defendants for violations of Section 12(a)(2) of the Securities Act, 15 U.S.C. 77l(a)(2), on behalf of all members of the Class who purchased or otherwise invested in the OGR Fund pursuant to the Solicitation Documents.

10

46.

Defendants were sellers, offerors, and/or solicitors of sales of securities offered

pursuant to the Solicitation Documents. Defendants actively solicited investment in the OGR Fund offered pursuant to the Solicitation Documents. The Solicitation Documents contained untrue statements of material fact and omitted other facts necessary to make the statements not misleading, and failed to disclose material facts, as set forth above. 47. Plaintiff and other members of the Class who purchased or otherwise acquired

investment in the OGR Fund pursuant to the materially untrue and misleading Solicitation Documents did not know and in the exercise of reasonable diligence could not have known of the untrue statements and omissions contained in the Solicitation Documents. 48. Defendants owed to Plaintiff and other members of the Class who purchased or

otherwise acquired an investment stake pursuant to the materially untrue Solicitation Documents the duty to make a reasonable and diligent investigation of the statements contained in the Solicitation Documents, to insure such statements were true and that there was no omission of material fact necessary to prevent the statements contained therein from being untrue. Defendants did not make a reasonable investigation or possess reasonable grounds to believe that the statements contained in the Solicitation Documents were true and without omissions of any material facts and were not misleading. By virtue of the conduct alleged herein, Defendants violated Section 12(a)(2) of the Securities Act. 49. Plaintiff, individually and representatively, hereby offers to tender to Defendants

those interests which Plaintiff and other Class members continue to own, on behalf of all members of the Class who continue to own such interests, in return for the consideration paid for those interests together with interest thereon. Class members who have sold their OGR Fund interests are entitled to recessionary damages.

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COUNT II (Against the Individual Defendants, OAM, AIM, and Opco) Violations of Section 15 of the Securities Act 50. Plaintiff repeats and re-alleges each of the allegations set forth above as if fully

set forth herein. This Count is asserted against the Individual Defendants for violations of Section 15 of the Securities Act, 15 U.S.C. 77o, on behalf of Plaintiff and the other members of the Class who purchased or otherwise acquired interests in the OGR Fund. 51. At all relevant times, the Individual Defendants were controlling persons of the

OGR Fund within the meaning of Section 15 of the Securities Act. Each of the Individual Defendants served as an executive officer and/or director of the OGR Fund prior to and at the time of the interests being solicited and sold. Each of the Individual Defendants at all relevant times participated in the operation and management of the OGR Fund, and conducted and participated, directly and indirectly, in the conduct of the OGR Funds business affairs. As such, the Individual Defendants had a duty to disseminate accurate and truthful information with respect to the OGR Fund. By reason of the aforementioned conduct, the Individual Defendants are liable under Section 15 of the Securities Act, jointly and severally with, and to the same extent as, Defendants to Plaintiff and the other members of the Class. VII. PRAYER FOR RELIEF

WHEREFORE, Plaintiff, on its own behalf and on behalf of the Class, prays for judgment as follows: (a) Determining this action to be a proper class action and certifying Plaintiff as class

representative under Rule 23 of the Federal Rules of Civil Procedure;

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PLAINTIFF'S CERTIFICATION OF SECURITIES CLASS ACTION COMPLAINT I, Harold P. Hatma, Jr., Executive Director of the City of Brockton Retirement Board ("Brockton Retirement Board"), hereby certi fy that the following is true and correct to the best of my knowledge, information and belief: 1 am the Executive Director of the Brockton Retirement Board and am authorized to make decisions regarding the initiation of litigation on behalf of the Brockton Retirement Board.
l.

2. I have reviewed the complaint against Oppenheimer Global Resource Private Equity Fund I, L.P. and authorize its filing by Block & Leviton LLP. 3. The Brockton Retirement Board did not purchase the securities that are the subject of this action at the direction of counselor in order to participate in any private action arising under the United States federal securities laws. 4. The Brockton Retirement Board is willing to serve as a representative party on behalf of the class in this action, including providing testimony at deposition and trial, if necessary. 5. On March 26, 2010, the Brockton Retirement Board committed $5 million to the Oppenheimer Global Resource Private Equity Fund I, L.P. As of the date of this Ce11ification, Oppenheimer Global Resource Private Equity Fund I, L.P. has already drawn upon this $5.0 million of committed funds in the following specific transactions: DATE TRANSACTION (buy or sell) Buy Buy Buy Buy AMOUNT OF INTERESTS PURCHASED $2,050,000 $400,000 $500,000 $250,000

July31,2010 April 30, 20 II June 30, 2011 November 30, 20 I I

6. Below is a list of cases filed pursuant to the United States federal securities laws that were filed during the three-year period preceding the date of my signing this Cet1ification in which the Brockton Retirement Board has sought to serve, or served, as a representative party on behalf of a class:

Medaffv. CVS Caremark CO/p., 09-cv-00554 (D.R.L) In re Accuray Inc. Sec. Litig., 09-cv-03362 (N.D. Cal.) City a/Brockton Ret. Sys. v. Avon Products, Inc., II-cv-04665 (S.D. .Y.)
7. The Brockton Retirement Board has not and will not accept any payment for serving as a representative pat1y on behalf of the Class beyond its pro rata share of any

possible recovery, except for an award, as ordered or approved by the court, for reasonable costs and expenses (including lost wages) directly relating to its representation of the Class. Signed under the penalties of perjury this 26th day of March, 2012.

Harold P. Hanna, Jr., Executive Director of the City of Brockton Retirement Board