OPPENHEIMER HIGH YIELD FUND INC
24F-2NT, 1997-08-27
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2


1.   Name and address of issuer:

          Oppenheimer High Yield Fund
          6803 South Tucson Way
          Englewood, Colorado 80112

2.   Name of each series or class of funds for which this notice is filed:

          Class A, Class B and Class C

3.   Investment Company Act File Number: 811-2849

          Securities Act File Number: 2-62076

4.   Last day of fiscal year for which this notice is filed: 6/30/97

5.   Check box if this  notice is being filed more than 180 days after the close
     of the issuer's fiscal year for purposes of reporting securities sold after
     the close of the fiscal year but before  termination  of the issuer's 24f-2
     declaration:                                                            / /

6.   Date of  termination of issuer's  declaration  under rule  24f-2(a)(1),  if
     applicable (see instruction a.6):

7.   Number and amount of  securities of the same class or series which had been
     registered  under the  Securities  Act of 1933 other than  pursuant to rule
     24f-2 in a prior fiscal year, but which remained unsold at the beginning of
     the fiscal year:

          7,305,689                     $98,772,915

8.   Number and amount of  securities  registered  during the fiscal  year other
     than pursuant to rule 24f-2:

          48,796                        $715,837

9.   Number and aggregate sale price of securities sold during the fiscal year:

          36,984,571                    $511,541,493

10.  Number and aggregate  sale price of securities  sold during the fiscal year
     in reliance upon registration pursuant to rule 24f-2:

          29,630,086                    $410,452,947

11.  Number and aggregate sale price of securities issued during the fiscal year
     in  connection  with  dividend   reinvestment  plans,  if  applicable  (see
     Instruction B.7):

          5,346,622                     $73,851,622

12. Calculation of registration fee:

     (i)   Aggregate  sale price of  securities  sold  during the fiscal year in
           reliance on rule 24f-2
           (from Item 10):                                          $410,452,947
                                                                  --------------
     (ii)  Aggregate   price  of  shares  issued  in  connection  with  dividend
           reinvestment plans (from Item 11,
           if applicable):                                          +$73,851,622
                                                                  --------------
     (iii) Aggregate price of shares  redeemed or repurchased  during the fiscal
           year (if applicable): 
                                                                   -$409,536,682
                                                                  --------------
     (iv)  Aggregate  price of shares  redeemed or  repurchased  and  previously
           applied as a  reduction  to filing  fees  pursuant  to rule 24e-2 (if
           applicable): 
                                                                         + -0-
                                                                  --------------
     (v)   Net aggregate  price of securities  sold and issued during the fiscal
           year in reliance on rule 24f-2 (line (i),  plus line (ii),  less line
           (iii), plus line (iv)) (if applicable): 
                                                                     $74,767,887
                                                                  --------------
     (vi)  Multiplier  prescribed by Section 6(b) of the  Securities Act of 1933
           or other applicable law or regulation (see Instruction C.6): 
                                                                       x 1/3300
                                                                  --------------
     (vii) Fee due (line (i) or line (v) multiplied by
           line (vi)):                                                   $22,657
                                                                  --------------

Instruction: Issuers should complete line (ii), (iii), (iv), and (v) only if the
             form is being filed within 60 days after the close of the issuer's
             fiscal year.  See Instructions C.3.

13.  Check box if fees are being remitted to the Commission's lockbox depository
     as described in section 3a of the  Commission's  Rule of Informal and Other
     Procedures (17 CFR 202.3a).                                             /X/

     Date of mailing or wire transfer of filing fees to the Commission's lockbox
     depository:

                    August 26, 1997,          Fed Wire # 6640


                                   SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated.

                                         Oppenheimer High Yield Fund


                                     /s/ Robert J. Bishop
                                         -------------------------------------
                                         Robert J. Bishop, Assistant Treasurer

Date: 8/27/97


cc: Allan Adams, Esq.
    Katherine Feld
    Gloria LaFond


<PAGE>


                         MYER, SWANSON, ADAMS & WOLF, P.C.
                                ATTORNEYS AT LAW
                        THE COLORADO STATE BANK BUILDING
RENDLE MYER                1600 BROADWAY - SUITE 1480              OF COUNSEL
ALLAN B. ADAMS            DENVER, COLORADO 80202-4915            ROBERT SWANSON
ROBERT K. SWANSON           TELEPHONE (303) 866-9800                 ------
THOMAS J. WOLF*             FACSIMILE (303) 866-9818              FRED E. NEEF
                                                                  (1910-1986)
*BOARD CERTIFIED CIVIL TRIAL ADVOCATE
 BY THE NATIONAL BOARD OF TRIAL ADVOCACY
       -----
PHILIP T. MASTERSON




                                 August 22, 1997




Oppenheimer High Yield Fund
3410 South Galena Street
Denver, Colorado 80231

Gentlemen:

In connection  with the public offering of the no par value Class A, Class B and
Class C shares of the  Oppenheimer  High Yield Fund, a business trust  organized
under the laws of the  Commonwealth of Massachusetts  (the "Trust"),  as counsel
for the Trust,  we have  examined  such records and documents and have made such
further  investigation  and examination as we deem necessary for the purposes of
this opinion.

We are advised that during the fiscal  period  ended June 30,  1997,  29,630,086
shares of beneficial  interest in the Fund's Class A, Class B and Class C shares
were sold in  reliance on the  registration  of an  indefinite  number of shares
pursuant to Rule 24f-2 of the Investment Company Act of 1940.

It is our opinion that the said shares of beneficial  interest of the Trust sold
in  reliance  on Rule 24f-2 of the  Investment  Company  Act of 1940 are legally
issued and, subject to the matters  mentioned in the next paragraph,  fully paid
and nonassessable by the Trust.

Under   Massachusetts  law,   shareholders  of  the  Trust  may,  under  certain
circumstances,  be held personally liable as partners for the obligations of the
Trust. The Declaration of Trust does, however,  contain an express disclaimer of
shareholder  liability  for acts or  obligations  of the Trust and requires that
notice of such disclaimer be given in each agreement,  obligation, or instrument
entered into or executed by the Trust or the Trustees.  The Declaration of Trust
provides for  indemnification  out of the trust property of any shareholder held
personally  liable for the  obligations of the Trust.  The  Declaration of Trust
also provides

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<PAGE>


that the Trust shall, upon request, assume the defense of any claim made against
any  shareholder for any act or obligation of the Trust and satisfy any judgment
thereon.

                                        Sincerely,

                                        MYER, SWANSON, ADAMS & WOLF, P.C.


                                 By /s/ Allan B. Adams
                                        -------------------------
                                        Allan B. Adams
                                        




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