File No. 811-4164
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. Exact name of Trust:
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES A
Post-Effective Amendment No. 15 to Registration Statement on
Form S-6 -- Registration No. 2-94658
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES B
Post-Effective Amendment No. 11 to Registration Statement on
Form S-6 -- Registration No. 33-3064
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES C
Post-Effective Amendment No. 9 to Registration Statement on Form
S-6 -- Registration No. 33-14018
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES D
Post-Effective Amendment No. 8 to Registration Statement on Form
S-6 -- Registration No. 33-21468
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES E
Post-Effective Amendment No. 7 to Registration Statement on Form
S-6 -- Registration No. 33-28370
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES F
Post-Effective Amendment No. 6 to Registration Statement on Form
S-6 -- Registration No. 33-34636
B. Name of Depositor:
OppenheimerFunds Distributor, Inc.
C. Complete Address of Depositor's principal executive offices:
OppenheimerFunds Distributor, Inc.
Two World Trade Center, Suite 3400
New York, New York 10048-0203
D. Name and complete address of agent for service:
ANDREW J. DONOHUE, ESQ.
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
E. Title and amount of securities being registered:
An indefinite number of investment trust units of
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A-F
F. Proposed maximum aggregate offering price to the public of the
securities being registered: Pursuant to Rule 24f-2, the
Registrants elect to register an indefinite amount of the
securities being offered.
G. Amount of filing Fee: Not Applicable
H. Approximate date of proposed offering: As soon as practicable
after the effective date of this Registration Statement and
thereafter from day to day.
It is proposed that this filing will become effective (check
appropriate box):
/ / Immediately upon filing pursuant to paragraph (a) of
Rule 487.
/X/ On May 1, 1996 pursuant to paragraph (b) of Rule 485.
/ / 60 days after filing pursuant to paragraph (a) of Rule
(485 or 486).
/ / On _______ pursuant to paragraph (a) of Rule 485.
The Registrants hereby register an indefinite number of
investment trust units under the Securities Act of 1933 pursuant to
Rule 24f-2 promulgated under the Investment Company Act of 1940; a
Rule 24f-2 Notice for the Registrants' fiscal year ended December
31, 1995 will be filed on June 30, 1996.
<PAGE>
FORM S-6
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES A THROUGH F
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
<S> <C> <C>
I. Organization and General Information
1. (a) Name of Trust Cover Page
(b) Title of securities issued Cover Page
2. Name and address of Depositor Additional Information
3. Name and address of Trustee Additional Information
4. Name and address of principal *
Underwriter
5. Organization of Trust Administration of the Fund
6. Execution and Termination of Administration of the Fund
Trust Agreement
7. Changes of name *
8. Fiscal Year *
9. Litigation *
II. General Description of the Trust and Securities of the Trust
10. General Information regarding Investment Summary,
Trust's securities Description of the Fund
11. Type of securities comprising Investment Summary,
units Description of the Fund
12. Certain information regarding *
periodic payment plan certificates
13. (a) Loan, fees, expenses, etc. Investment Summary,
Expenses and Charges
(b) Certain information regarding *
periodic payment plan
certificates
(c) Certain percentages *
(d) Certain other fees, etc., Investment Summary,
payable by holders Expenses and Charges
(e) Certain profits receivable Investment Summary,
by depositor, principal Expenses and Charges
underwriter, trustee or
affiliated persons
(f) Ratio of annual charges to Investment Summary,
income Expenses and Charges
14. Issuance of Trust's securities Investment Summary
15. Receipt and handling of payments*
from purchasers
16. Acquisition and disposition of Description of the Fund
underlying securities
17. Withdrawal or redemption Redemption of Units
18. (a) Receipt and disposition of Administration of the Fund
income
(b) Reinvestment of distributions *
(c) Reserves or special funds Administration of the Fund
(d) Schedule of distributions Investment Summary
19. Records, accounts and reports Administration of the Fund
20. Certain miscellaneous provisions Administration of the Fund
of trust agreement
21. Loans to security holders *
22. Limitations on Liability Resignation, Removal and
Limitations of Liabilities
23. Bonding arrangements *
24. Other material provisions of *
trust agreement
III. Organization, Personnel and Affiliated Persons of Depositor
25. Organization of Depositor Additional Information
26. Fees received by Depositor Investment Summary
27. Business of Depositor Additional Information
28. Certain information as to officials Additional Information
and affiliated persons of Depositor
29. Voting securities of Depositor *
30. Persons controlling Depositor *
31. Compensation of Officers of *
Depositor
32. Compensation of Directors of *
Depositor
33. Compensation of Employees of *
Depositor
34. Compensation to other persons *
IV. Distribution and Redemption of Securities
35. Distribution of Trust's *
securities by states
36. Suspension of sales of Trust's *
securities
37. Revocation of authority to *
distribute
38. (a) Method of distribution *
(b) Underwriting agreements *
(c) Selling agreements *
39. (a) Organization of principal *
underwriter
(b) NASD membership of principal *
underwriter
40. Certain fees received by *
principal underwriter
41. (a) Business of principal *
underwriter
(b) Branch offices of principal *
underwriter
(c) Salesmen of principal *
underwriter
42. Ownership of trust's securities *
by certain persons
43. Certain brokerage commissions *
received by principal underwriter
44. (a) Method of valuation Investment Summary
(b) Schedule as to offering *
price
(c) Variation in offering *
price to certain persons
45. Suspension of redemption rights Redemption of Units
46. (a) Redemption Valuation Redemption of Units
(b) Schedule as to redemption *
price
47. Maintenance of position in Market for Units
underlying securities
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of Additional Information
Trustee
49. Fees and expenses of Trustee Expenses and Charges
50. Trustee's lien Expenses and Charges
VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of trust's *
securities
VII. Policy of Registrant
52. (a) Provisions of trust agreement Administration of the Fund
with respect to selection or
elimination of underlying
securities
(b) Transactions involving Administration of the Fund
elimination of underlying
securities
52. (c) Policy regarding substitution Administration of the Fund
or elimination of underlying
securities
(d) Fundamental policy not *
otherwise covered
53. Tax Status of Trust Description of the Fund
VIII. Financial and Sta tistical Information
54. Trust's securities during last *
ten years
55. Certain information regarding *
Periodic Payment certificates
56. Certain information regarding *
Periodic Payment certificates
57. Certain information regarding *
Periodic Payment certificates
58. Certain information regarding *
Periodic Payment certificates
59. Financial statements Independent Auditors' Report,
[instruction 1(c) to Form S-6] Portfolios, Statements of
Condition, Statements of
Operations and Statements of
Changes in Net Assets
</TABLE>
[FN]
- ----------------
*Not applicable, negative answer or not required.<PAGE>
<PAGE>
Investors are advised to read and retain this Prospectus for future
reference.
Oppenheimer Zero Coupon U.S. Treasuries Trust,
Series A through F
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES A
through F (the "Fund"), seeks safety of principal and income
through investment in and appreciation of 11 series unit investment
trusts, each with its own fixed portfolio of debt obligations
issued or backed by the full faith and credit of the U.S.
Government which make no periodic interest payments and are
therefore purchased at a deep discount. The 12 fixed investment
portfolios (each of which is designated as a "Series") consist
mainly of bearer debt obligations issued by the U.S. Government
which have been stripped of their unmatured interest coupons ("zero
coupon obligations"), coupons stripped from U.S. debt obligations,
and receipts and certificates for such stripped debt obligations
and coupons (collectively, "Stripped Treasury Securities").
The obligations held in each of the Series currently have
maturity dates in the years 1996 through 2000, and 2005 through
2010. When held to maturity, Stripped Treasury Securities receive
approximately a fixed yield. The value of Stripped Treasury
Securities prior to maturity, and therefore of Units of the Fund,
may fluctuate more in response to changing interest rates than debt
obligations of comparable maturities making periodic distributions
of interest. See "Description of the Fund - Special
Considerations."
Units of the Fund are sold only to separate investment
accounts of life insurance companies to fund variable life or
variable annuity insurance policies. At the date of this
Prospectus, Units are being sold to Monarch Life Insurance Company
("Monarch") to fund the benefits under Variable Life Insurance
Policies, including Variable Account B, issued by Monarch.
Variable Account B invests in Units of the Fund in accordance with
allocation instructions received from Policyowners. These
allocation rights are further described in the accompanying
Prospectus for the Policies. Oppenheimer Funds Distributor, Inc.
(the "Sponsor") has undertaken to maintain a secondary market for
Units based on the aggregate offering side evaluation of the
underlying obligations of each Series, which will enhance the
liquidity of an investment in Units.
Sponsor: OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
This Prospectus is effective May 1, 1996.
<PAGE>
TABLE OF CONTENTS
Page
Investment Summaries 3
Description of the Fund 11
Structure 11
Special Considerations 12
Special Considerations of Stripped Treasury Securities 12
The Portfolio 14
Selection and Acquisition of Obligations 14
The Units 15
Income and Yield 16
Taxes 17
Sale of Units 19
Offering Price 19
Comparison of Offering Price, Sponsor's 20
Repurchase Price and Redemption Price
Distribution 21
Sponsor's Profits 21
Market for Units 22
Redemption of Units 22
Expenses and Charges 24
Administration of the Fund 25
Resignation, Removal and Limitations on Liability 28
Additional Information 29
Trustee 29
Legal Opinion 30
Auditors 30
Sponsor 30
Financial Statements of Series A 31
Financial Statements of Series B 40
Financial Statements of Series C 47
Financial Statements of Series D 54
Financial Statements of Series E 61
Financial Statements of Series F 68
Financial Statement of the Sponsor 75
<PAGE>
<PAGE>
Investment Summary of Series A+
as of December 31, 1995
- --------------------------------------------------------------------------------
Series A is a series unit investment trust consisting of nine separate series,
each with its own portfolio. At December 31, 1995 there are two series which are
still outstanding; these are the 2000 Series and the 2005 Series, designated for
the maturities of their underlying Portfolios (see Portfolios herein).
<TABLE>
<CAPTION>
2000 2005
Series Series
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Face Amount of Securities .................................................................. $6,317,200 $4,190,859
Number of Units ............................................................................ 6,317,200 4,190,859
Fractional Undivided Interest in Fund Represented by Each Unit ............................. 1/6,317,200 rd 1/4,190,859 th
Offering Price per 1,000 Units***
Aggregate offering side evaluation of Securities in Fund* ............................... $4,956,608.00 $2,489,274.00
------------- -------------
Divided by number of Units times 1,000 .................................................. $ 784.62 $ 593.98
Plus the applicable transaction charge** ................................................ 7.85 8.91
-------------- -------------
Offering Price per 1,000 Units .......................................................... $ 792.47 $ 602.89
============== =============
Sponsor's Repurchase Price Per 1,000 Units (based on offering
side evaluation of underlying Securities) ............................................... $ 784.62 $ 593.98
Redemption Price Per 1,000 Units (based on bid side evaluation
of underlying Securities)**** ............................................................ $ 783.21 $ 591.84
Calculation of Estimated Net Annual Interest Income per 1,000
Units Received in Cash by the Fund
Gross annual income per 1,000 Units ..................................................... $ 0.45 $ 0.45
Less estimated annual expense per 1,000 Units ........................................... 0.45 0.45
-------------- -------------
Net annual income per 1,000 Units....................................................... $ 0.00 $ 0.00
============== =============
Distributions
Distributions will be made on the first business day
following the maturity of each Security in a Series
to holders of record on the business day immediately
preceding the date of such distribution.
Trustee's Annual Fee
Per $1,000 face amount of underlying Securities (see
Expenses and Charges) ................................................................... $ 0.35 $ 0.35
Evaluator's Fee for Each Evaluation
$.35 for each issue of underlying Securities.
Treating separate maturities as separate issues.
Evaluation Time
3:30 P.M. New York Time
Mandatory Termination Date
January 1, 2035
Minimum Value of Fund
Trust Indenture may be terminated with respect to
any Series if the value of that Series is less than 40% of
the face amount of Securities.
</TABLE>
- --------------------------------
+ The Indenture was signed and the initial deposit was made as of March
20, 1985.
* The aggregate offering side evaluation of the obligations is determined
by the Evaluator on the basis of current offering prices for the
obligations.
** The transaction charges currently applicable to the 2000 Series and the
2005 Series are 1.00% and 1.50% of their respective offering prices per
1,000 Units (1.010% and 1.523%, respectively, of the net amount
invested in Securities).
*** These figures are computed by dividing the aggregate offering side
evaluation of the underlying Securities in the particular Series (the
price at which they could be purchased directly by the public if they
were available) by the number of Units of the Series outstanding,
multiplying the result times 1,000 and adding the applicable
transaction charge as described in the preceding footnote. These
figures assume a purchase of 1,000 Units. The price of a single Unit,
or any multiple thereof, is calculated by dividing the Offering Price
per 1,000 Units above by 1,000 and multiplying by the number of Units.
**** Figures shown are $9.26 and $11.05 less than the Offering Price per
1,000 Units and $1.41 and $2.14 less than the Sponsor's Repurchase
Price per 1,000 Units with respect to the 2000 Series and the 2005
Series, respectively.
<PAGE>
Investment Summary of Series B+
as of December 31, 1995
- --------------------------------------------------------------------------------
Series B is a series unit investment trust consisting of three separate series,
each with its own portfolio. As of December 31, 1995, there are two series which
are still outstanding; these are the 1996 Series and the 2006 Series designated
for the maturities of their underlying Portfolios. (See Portfolios herein).
<TABLE>
<CAPTION>
1996 2006
Series Series
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Face Amount of Securities ...................................................... $1,996,282 $2,643,019
Number of Units ................................................................ 1,996,282 2,643,019
Fractional Undivided Interest in Fund Represented by Each Unit ................. 1/1,996,282 nd 1/2,643,019 th
Offering Price per 1,000 Units***
Aggregate offering side evaluation of Securities in Fund* ................... $1,984,139.00 $1,477,711.00
------------- -------------
Divided by number of Units times 1,000 ...................................... $ 993.92 $ 559.10
Plus the applicable transaction charge** .................................... 2.48 8.39
------------- -------------
Offering Price per 1,000 Units .............................................. $ 996.40 $ 567.49
============= =============
Sponsor's Repurchase Price per 1,000 Units (based on offering side evaluation of
underlying Securities) ...................................................... $ 993.92 $ 559.10
Redemption Price per 1,000 Units (based on bid side evaluation of underlying
Securities)**** ............................................................. $ 993.87 $ 556.93
Calculation of Estimated Net Annual Interest Income per 1,000 Units Received in
Cash by the Fund
Gross annual income per 1,000 Units .................................... $ 0.45 $ 0.45
Less estimated annual expense per 1,000 Units .......................... 0.45 0.45
------------ -------------
Net annual income per 1,000 Units ...................................... $ 0.00 $ 0.00
============ =============
Distributions
Distributions will be made on the first business day following the maturity
of each Security in a Series to holders of record on the business day
immediately preceding the date of such distribution.
Trustee's Annual Fee
Per $1,000 face amount of underlying Securities (see Expenses and Charges) $ 0.35 $ 0.35
Evaluator's Fee for Each Evaluation
$.35 for each issue of underlying Securities.
Treating separate maturities as separate issues.
Evaluation Time
3:30 P.M. New York Time
Mandatory Termination Date
January 1, 2036
Minimum Value of Fund
Trust Indenture may be terminated with respect to any Series if the value of
that Series is less than 40% of the face amount of Securities.
</TABLE>
- ----------------
+ The Indenture was signed and the initial deposit was made as of January
27, 1986.
* The aggregate offering side evaluation of the obligations is determined
by the Evaluator on the basis of current offering prices for the
obligations.
** The transaction charges currently applicable to the 1996 Series and
the 2006 Series are .25% and 1.50% of their respective Offering Price
per 1,000 Units (.251% and 1.523%, respectively, of the net amount
invested in Securities).
*** These figures are computed by dividing the aggregate offering side
evaluation of the underlying Securities in the particular Series (the
price at which they could be purchased directly by the public if they
were available) by the number of Units of the Series outstanding,
multiplying the result times 1,000 and adding the applicable transaction
charges described in the preceding footnote. These figures assume a
purchase of 1,000 Units. The price of a single Unit, or any multiple
thereof, is calculated by dividing the Offering Price per 1,000 Units
above by 1,000 and multiplying by the number of Units.
**** Figures shown are $2.53 and $10.56 less than the Offering Price per
1,000 Units and $0.05 and $2.17 less than the Sponsor's Repurchase Price
per 1,000 Units, with respect to the 1996 Series and the 2006 Series,
respectively.
<PAGE>
Investment Summary of Series C+
As of December 31, 1995
- --------------------------------------------------------------------------------
Series C is a series unit investment trust consisting of two separate series,
each with its own portfolio. These are the 1997 Series and the 2007 Series,
designated for the maturities of their underlying Portfolios (see Portfolios
herein).
<TABLE>
<CAPTION>
1997 2007
Series Series
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Face Amount of Securities ........................................................... $ 2,973,342 $ 915,372
Number of Units ..................................................................... 2,973,342 915,372
Fractional Undivided Interest in Fund Represented by Each Unit ...................... 1/2,973,342 th 1/915,372 th
Offering Price per 1,000 Units***
Aggregate offering side evaluation of Securities in Fund* ..................... $2,737,650.00 $ 479,184.00
-------------- --------------
Divided by number of Units times 1,000 ........................................ $ 920.73 $ 523.49
Plus the applicable transaction charge** ...................................... 4.60 7.85
-------------- --------------
Offering Price per 1,000 Units ................................................ $ 925.34 $ 531.34
============== ==============
Sponsor's Repurchase Price Per 1,000 Units (based on offering side evaluation of
underlying Securities) ............................................................ $ 920.73 $ 523.49
Redemption Price Per 1,000 Units (based on bid side evaluation of underlying
Securities)**** ................................................................... $ 920.15 $ 521.25
Calculation of Estimated Net Annual Interest Income per 1,000 Units Received in
Cash by the Fund
Gross annual income per 1,000 Units ........................................... $ 0.45 $ 0.45
Less estimated annual expense per 1,000 Units ................................. 0.45 0.45
-------------- --------------
Net annual income per 1,000 Units ............................................. $ 0.00 $ 0.00
============== ==============
Distributions
Distributions will be made on the first business day following the maturity
of each Security in a Series to holders of record on the business day
immediately preceding the date of such distribution.
Trustee's Annual Fee
Per $1,000 face amount of underlying Securities (see Expenses and Charges).... $ 0.35 $ 0.35
Evaluator's Fee for Each Evaluation
$.35 for each issue of underlying Securities.
Treating separate maturities as separate issues.
Evaluation Time
3:30 P.M. New York Time
Mandatory Termination Date
January 1, 2037
Minimum Value of Fund
Trust Indenture may be terminated with respect to any Series if the value
of that Series is less than 40% of the face amount of Securities.
</TABLE>
- -------------------------
+ The Indenture was signed and the initial deposit was made as of April
21, 1987.
* The aggregate offering side evaluation of the obligations is determined
by the Evaluator on the basis of current offering prices for the
obligations.
** The transaction charges currently applicable to the 1997 Series and the
2007 Series, are .50% and 1.50% of their respective Offering Prices
per 1,000 Units (.503% and 1.523%, respectively, of the net amount
invested in Securities).
*** These figures are computed by dividing the aggregate offering side
evaluation of the underlying Securities in the particular Series (the
price at which they could be purchased directly by the public if they
were available) by the number of Units of the Series outstanding,
multiplying the result times 1,000 and adding the applicable transaction
charge as described in the preceding footnote. These figures assume a
purchase of 1,000 Units. The price of a single Unit, or any multiple
thereof, is calculated by dividing the Offering Price per 1,000 Units
above by 1,000 and multiplying by the number of Units.
**** Figures shown are $5.19 and $10.04 less then the Offering Price per
1,000 Units and $0.58 and $2.24 less than the Sponsor's Repurchase Price
per 1,000 Units, with respect to the 1997 Series and the 2007 Series
respectively.
<PAGE>
Investment Summary of Series D+
as of December 31, 1995
- --------------------------------------------------------------------------------
Series D is a series unit investment trust consisting of two separate series,
each with its own portfolio. These are the 1998 Series and 2008 Series,
designated for the maturities of their underlying Portfolios (see Portfolios
herein).
<TABLE>
<CAPTION>
1998 2008
Series Series
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Face Amount of Securities............................................................... $1,015,000 $ 1,023,236
Number of Units......................................................................... 1,015,000 1,023,236
Fractional Undivided Interest in Fund Represented by Each Unit ......................... 1/1,015,000 nd 1/1,023,236 th
Offering Price per 1,000 Units***
Aggregate offering side evaluation of Securities in Fund*.......................... $ 899,023.00 $ 488,562.00
------------- --------------
Divided by number of Units times 1,000............................................. $ 885.74 $ 477.47
Plus the applicable transaction charge**........................................... 6.64 8.36
------------- --------------
Offering Price per 1,000 Units..................................................... $ 892.38 $ 485.82
============= ==============
Sponsor's Repurchase Price Per 1,000 Units (based on offering
side evaluation of underlying Securities).......................................... $ 885.74 $ 477.47
Redemption Price Per 1,000 Units (based on bid side evaluation
of underlying Securities)****...................................................... $ 884.92 $ 475.11
Calculation of Estimated Net Annual Interest Income Per 1,000
Units Received in Cash by the Fund
Gross annual income per 1,000 Units................................................ $ 0.45 $ 0.45
Less estimated annual expense per 1,000 Units...................................... 0.45 0.45
------------- --------------
Net annual income per 1,000 Units.................................................. $ 0.00 $ 0.00
============= ==============
Distributions
Distributions will be made on the first business day following the maturity
of each Security in a Series to holders of record on the business day
immediately preceding the date of such distribution.
Trustee's Annual Fee
Per $1,000 face amount of underlying Securities (see Expenses
and Charges)................................................................. $ 0.35 $ 0.35
Evaluator's Fee for Each Evaluation
$.35 for each issue of underlying
Securities. Treating separate
maturities as separate issues.
Evaluation Time
3:30 P.M. New York Time
Mandatory Termination Date
January 1, 2038
Minimum Value of Fund
Trust Indenture may be terminated with respect to any Series if the value
of that Series is less than 40% of the face amount of Securities.
</TABLE>
- ------------------
+ The Indenture was signed and the initial deposit was made as of April
18, 1988.
* The aggregate offering side evaluation of the obligations is determined
by the Evaluator on the basis of current offering prices for the
obligations.
** The transaction charges currently applicable to the 1998 Series and the
2008 Series are .75% and 1.75% of their respective Offering Prices per
1,000 Units (.756% and 1.781%, respectively, of the net amount invested
in Securities).
*** These figures are computed by dividing the aggregate offering side
evaluation of the underlying Securities in the particular Series (the
price at which they could be purchased directly by the public if they
were available) by the number of Units of the Series outstanding,
multiplying the result times 1,000 and adding the applicable transaction
charge as described in the preceding footnote. These figures assume a
purchase of 1,000 Units. The price of a single Unit, or any multiplying
thereof, is calculated by dividing the Offering Price per 1,000 Units
above by 1,000 and multiplying by the number of Units.
**** Figures shown are $7.46 and $10.71 less than the Offering Price per
1,000 Units and $.82 and $2.36 less than the Sponsor's Repurchase Price
per 1,000 Units, with respect to the 1998 Series and the 2008 Series,
respectively.
<PAGE>
Investment Summary of Series E+
As of December 31, 1995
- --------------------------------------------------------------------------------
Series E is a series unit investment trust consisting of two separate series,
each with its own portfolio. These are the 1999 Series and 2009 Series,
designated for the maturities of their underlying Portfolios (see Portfolios
herein).
<TABLE>
<CAPTION>
1999 2009
Series Series
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Face Amount of Securities ................................................... $450,273 $359,216
Number of Units ............................................................. 450,273 359,216
Fractional Undivided Interest in Fund Represented by Each Unit .............. 1/450,273 th 1/359,216 th
Offering Price per 1,000 Units***
Aggregate offering side evaluation of Securities in Fund* .............. $378,508.00 $166,164.00
------------ ------------
Divided by number of Units times 1,000 ................................. $ 840.62 $ 462.57
Plus the applicable transaction charge** ............................... 6.30 8.10
----------- ------------
Offering Price per 1,000 Units ......................................... $ 846.92 $ 470.67
=========== ============
Sponsor's Repurchase Price per 1,000 Units (based on offering side evaluation
of underlying Securities) ............................................... $ 840.62 $ 462.57
Redemption Price per 1,000 Units (based on bid side evaluation of underlying
Securities)**** ......................................................... $ 839.52 $ 460.21
Calculation of Estimated Net Annual Interest Income per 1,000 Units Received
in Cash by the Fund
Gross annual income per 1,000 Units .................................... $ 0.45 $ 0.45
Less estimated annual expense per 1,000 Units .......................... 0.45 0.45
------------ ------------
Net annual income per 1,000 Units ...................................... $ 0.00 $ 0.00
============ ============
Distributions
Distributions will be made on the first business day following the maturity
of each Security in a Series to holders of record on the business day
immediately preceding the date of such distribution.
Trustee's Annual Fee
Per $1,000 face amount of underlying Securities (see Expenses and Charges) $ 0.35 $ 0.35
Evaluator's Fee for Each Evaluation
$.35 for each issue of underlying Securities.
Treating separate maturities as separate issues.
Evaluation Time
3:30 P.M. New York Time
Mandatory Termination Date
January 1, 2039
Minimum Value of Fund
Trust Indenture may be terminated with respect to any Series if the value
of that Series is less than 40% of the face amount of Securities.
</TABLE>
- --------------------
+ The Indenture was signed and the initial deposit was made as of April 17,
1989.
* The aggregate offering side evaluation of the obligations is determined by
the Evaluator on the basis of current offering prices for the obligations.
** The transaction charges currently applicable to the 1999 Series and the
2009 Series are .75% and 1.75% of their respective Offering Prices per
1,000 Units (.756% and 1.781%, respectively, of the net amount invested in
Securities).
*** These figures are computed by dividing the aggregate offering side
evaluation of the underlying Securities in the particular Series (the
price at which they could be purchased directly by the public if they were
available) by the number of Units of the Series outstanding, multiplying
the result times 1,000 and adding the applicable transaction charge as
described in the preceding footnote. These figures assume a purchase of
1,000 Units. The price of a single Unit, or any multiple thereof, is
calculated by dividing the Offering Price per 1,000 Units above by 1,000
and multiplying by the number of Units.
**** Figures shown are $7.40 and $10.46 less than the Offering Price per 1,000
Units and $1.10 and $2.36 less than the Sponsor's Repurchase Price per
1,000 Units, with respect to the 1999 Series and the 2009 Series,
respectively.
<PAGE>
Investment Summary of Series F+
As of December 31, 1995
- --------------------------------------------------------------------------------
Series F is a series unit investment trust consisting of the 2010 Series
designated for the maturity of its underlying Portfolio (see Portfolio herein).
<TABLE>
<CAPTION>
2010
Series
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Face Amount of Securities................................................................................. $ 2,277,690
Number of Units........................................................................................... 2,277,690
Fractional Undivided Interest in Fund Represented by Each Unit............................................ 1/2,277,690 th
Offering Price per 1,000 Units***
Aggregate offering side evaluation of Securities in Fund*........................................... $ 1,001,192.00
--------------
Divided by number of units times 1,000.............................................................. $ 439.56
Plus the applicable transaction charge**............................................................ 7.69
--------------
Offering price per 1,000 units...................................................................... $ 447.26
==============
Sponsor's Repurchase Price Per 1,000 Units (based on offering side evaluation of underlying Securities)... $ 439.56
Redemption Price Per 1,000 Units (based on bid side evaluation of underlying Securities)****.............. $ 437.19
Calculation of Estimated Net Annual Interest Income Per 1,000 Units Received in Cash by the Fund
Gross annual income per 1,000 units................................................................. $ 0.45
Less estimated annual expenses per 1,000 units...................................................... 0.45
--------------
Net annual income per 1,000 Units................................................................... $ 0.0
==============
Distributions
Distributions will be made on the first business day following the
maturity of each Security in a Series to holders of record on the
business day immediately preceding the date of such distribution.
Trustee's Annual Fee
Per $1,000 face amount of underlying Securities (see Expenses and Charges).......................... $ 0.35
Evaluator's Fee for Each Evaluation
$.35 for each issue of underlying Securities. Treating separate maturities
as separate issues.
Evaluation Time
3:30 p.m. New York Time
Mandatory Termination Date
January 1, 2040
Minimum Value of Fund
Trust Indenture may be terminated with respect to the Series if the value
is less than 40% of the face amount of Securities.
</TABLE>
- ------------
+ The Indenture was signed and the initial deposit was made as of April 24,
1990.
* The aggregate offering side evaluation of the obligations is determined by
the Evaluator on the basis of current offering prices for the obligations.
** The transaction charge currently applicable to the 2010 Series is 1.75% of
its respective Offering Price per 1,000 Units (1.781% of the net amount
invested in Securities).
*** These figures are computed by dividing the aggregate offering side
evaluation of the underlying Securities in the particular Series (the
price at which they could be purchased directly by the public if they were
available) by the number of Units of the Series outstanding, multiplying
the result times 1,000 and adding the applicable transaction charge as
described in the preceding footnote. These figures assumes a purchase of
1,000 Units. The price of a single Unit, or any multiple thereof, is
calculated by dividing the Offering Price per 1,000 Units above by 1,000,
and multiplying by the number of Units.
**** Figures shown are $10.07 less than the Offering Price per 1,000 Units and
$2.37 less than the Sponsor's Repurchase Price per 1,000 Units.
<PAGE>
Investment Summary (continued)
OBJECTIVE OF THE FUND - The Fund's objective is to provide
safety of capital and income by offering Units in fixed portfolios
consisting primarily of bearer debt obligations issued by the
United States of America that have been stripped of their unmatured
interest coupons, interest coupons that have been stripped from
bearer debt obligations issued by the United States of America, and
receipts and certificates for such stripped debt obligations and
stripped coupons (collectively, "Stripped Treasury Securities").
The Fund consists of Series A, B, C, D and E (each of which have
two separate series outstanding) and Series F (one separate
series), each separate series containing Stripped Treasury
Securities with a fixed maturity corresponding to the designation
of the series (collectively and individually, the "Series").
Stripped Treasury Securities do not make any periodic payments of
interest prior to maturity. The stripping of the interest coupons
will cause Stripped Treasury Securities to be purchased by the Fund
at a deep discount. The Sponsor may at one or more times in the
future deposit additional Stripped Treasury Securities, with
maturities identical to those of the securities initially
deposited, in any or all of the Series following the Initial Date
of Deposit (See "Description of Fund - Structure"). The market
value of the obligations held by the Series, and therefore the
value of Units, will fluctuate with changes in interest rates and
other factors. The value of zero coupon obligations, and therefore
of Units, may be subject to greater fluctuations in response to
changing interest rates than debt obligations making distributions
of interest on a periodic basis. See "Description of the Fund -
Special Considerations."
Units of the Fund are sold only to separate accounts of life
insurance companies to fund the benefits under variable life or
variable annuity insurance policies. At the date of this
Prospectus, Units are being sold to Monarch Life Insurance Company
("Monarch") to fund the benefits under Variable Life Insurance
Policies, including Variable Account B, issued by Monarch (the
"Account"). Accordingly, the interest of a Policyowner in the
Units is subject to the terms of the Policy and is described in the
accompanying Prospectus for the Policies, which should be reviewed
carefully by a person considering the purchase of a Policy. The
Prospectus for the Policies describes the relationship between
increases or decreases in the net asset value of, and any
distributions of, Units, and the benefits provided under a Policy.
The rights of an Account as a Holder of Units should be
distinguished from the rights of a Policyowner which are described
in the Policies. As Units of the Fund are sold only to Accounts,
the term "Holder" in this Prospectus shall refer to the Accounts
(or to the Sponsor if it holds Units acquired in the secondary
market - see "Market for Units").
SECURITIES - Each Series consists primarily of an issue of
Stripped Treasury Securities, and it is intended that the
obligation selected for inclusion in each of the Series will comply
with any investment limitations required to assure favorable
Federal income tax treatment for the Policies. Each such
obligation was purchased at a deep discount. Although the
obligations are not rated, in the opinion of the Sponsor, they have
credit characteristics comparable to or higher than those of debt
securities rated "AAA" by nationally recognized rating agencies.
Each Series also initially contains one interest-bearing obligation
issued by the United States of America or backed by the full faith
and credit of the United States (the "Interest-Bearing Security")
deposited in order to provide income with which to pay the expenses
of such Series.
SPECIAL CONSIDERATIONS - An investment in Units of a Series
should be made with an understanding of the risks which an
investment in deep discount obligations may entail, including the
risk that the value of the obligations in a Series and hence of the
Units will decline with increases in interest rates (see
"Description of the Fund - Special Considerations"). For each
1,000 Units of a Series purchased, a Holder will receive total
distributions of $1,000 for Units held until maturity of the
underlying Securities of that Series. Furthermore, the Offering
Price will vary in accordance with fluctuations in the values of
the Securities and the distributions could change if such
obligations are retired or sold prior to maturity, or as the
expenses of the Series change. For a discussion of the economic
differences between the Fund and a fund comprised primarily of
interest-bearing debt obligations, see "Description of the Fund -
Income and Yield."
DISTRIBUTIONS - There will be no payments of interest on the
obligations held by each Series other than interest on the
Interest-Bearing Security in each Series, which will be used to pay
the expenses of each such Series. Consequently, it is not
anticipated that there will be any distributions of interest
income. However, each Stripped Treasury Security will be treated
for Federal income tax purposes as having "original issue
discount," which must be amortized over the remaining maturity of
the Stripped Treasury Security and must be included in a Holder's
ordinary income before the Holder receives the cash attributable to
such income (see "Description of the Fund - Taxes". A distribution
will be made in cash when the obligations in a Series mature. Any
amount received prior to such time as a result of the sale of
obligations held by a Series in order to meet redemptions of Units
exceeding the amount necessary to meet such redemptions will not be
distributed until the maturity of the remaining obligations in such
Series (see "Administration of the Fund - Accounts and
Distributions").
MARKET FOR UNITS - The Sponsor has undertaken to maintain a
secondary market for Units based on the aggregate offering side
evaluation of the underlying obligations of each Series (see
"Market for Units"). If the Sponsor should fail to maintain that
market, a Holder will be able to dispose of Units through
redemption at prices based on the aggregate bid side evaluation of
the underlying obligations of the Series in which it holds Units
(see "Redemption"). Market conditions may cause the prices to be
more or less than the amount paid for Units.
DESCRIPTION OF THE FUND
STRUCTURE - Series A through F were created under New York law
by one Trust Indenture (the "Indenture")1 among OppenheimerFunds
Distributor, Inc. (the "Sponsor"), The Chase Manhattan Bank, N.A.
(the "Trustee") and Standard & Poor's Corporation (the
"Evaluator"). On the respective initial dates of deposit for each
of Series A through F stated in the Investment Summary (the
"Initial Date of Deposit"), the Sponsor deposited the underlying
obligations with the Trustee of each Series at prices equal to the
valuation of those obligations on the offering side of the market
as determined by the Evaluator, and the Trustee delivered to the
Sponsor units of interest ("Units") representing the entire
ownership of each Series of the Fund. As indicated under "The
Portfolio," below, the obligations deposited in the Series were the
Securities or were represented by purchase contracts assigned to
the Trustee together with an irrevocable letter or letters of
credit issued by a commercial bank or banks in the amount necessary
to complete their purchase. Holders of Units will have the right
to have their Units redeemed (see "Redemption") at a price based on
the aggregate bid side evaluation of the obligations ("Redemption
Price per Unit") if they cannot be sold in the secondary market
that the Sponsor has undertaken to maintain (see "Market for
Units"). Redemptions will be made in cash or, if elected by the
Holder, in kind by distributing to the Holders obligations held by
the Series having an aggregate value equal to the value of the
Units being redeemed.
<f>
- -----------------
References in this Prospectus are made to selected articles and
sections of the Indenture, and all statements made herein are
qualified in their entirety by the terms of the indenture, which is
hereby incorporated in its entirety by reference. A complete copy
of the Trust Indenture is available upon request to the Trustee.
SPECIAL CONSIDERATIONS - An investment in Units of the Fund
should be made with an understanding of the risks which an
investment in deep discount debt obligations may entail, including
the risk that the value of the obligations in a Series and hence of
the Units will decline with increases in interest rates and that a
direct Holder (but not necessarily Policyowners - see "Taxes" under
this caption) will have significant amounts of taxable income
attributable to it before the receipt of the cash attributable to
such income. In the past, periods of high inflation, together with
the fiscal measures adopted to attempt to deal with it, have caused
wide fluctuations in interest rates and, thus, of the value of
fixed rate debt obligations generally. The Sponsor cannot predict
whether such fluctuations will continue in the future.
Because interest on zero coupon obligations and similarly, the
amounts the Fund will receive from Stripped Treasury Securities,
are not distributed to the Fund on a current basis but are in
effect compounded, the value of obligations of these types,
including the value of accrued and reinvested interest (and of a
fund comprised of such obligations), is subject to greater
fluctuations than obligations which distribute income regularly.
Accordingly, while the full faith and credit of the United States
Government backs the obligations held in the Series, the value of
Units will fluctuate in response to changes in interest rates to a
greater extent than would be the case if the Series consisted
primarily of debt obligations which paid interest on a regular
basis. In addition, the longer the maturity of the obligations in
a Series, the greater the fluctuation in value of the Units as a
result of changes in interest rates. The sale or redemption of
Units prior to the maturity of the obligations in a Series could,
therefore, result in a loss if effected at a time when interest
rates are higher than they were at the time such Units were
purchased.
SPECIAL CONSIDERATIONS OF STRIPPED TREASURY SECURITIES - The
Stripped Treasury Securities held in the Series are bearer
obligations which are transferable by delivery. Stripped Bonds are
those that have been stripped of their unmatured interest coupons
by the holder; Stripped Coupons are coupons that were originally
issued as part of and attached to a debt obligation and have
subsequently been stripped from such obligation by a holder.
Payments of principal, in the case of stripped bonds, and payments
of interest, in the case of Stripped Coupons, are made to the
holder of such bonds or coupons at the time of payment. Stripped
Bonds and Stripped Coupons are sold at a deep discount because the
buyer of such obligations receives only the right to receive a
future fixed payment and does not receive payments on a periodic
basis.
Stripped Treasury Securities held by any Series shall consist
solely of one or more of the following types of obligations: (a)
U.S. Treasury debt obligations originally issued as bearer coupon
bonds which have been stripped of their unmatured interest coupons,
(b) coupons which have been stripped from U.S. Treasury bearer
bonds, and (c) receipts or certificates for either of the foregoing
that evidence ownership of future interest or principal payments on
such obligations. Stripped Treasury Securities are debt
obligations of the United States Government which are payable in
full at maturity at their stated maturity amount and are not
subject to redemption prior to maturity. Stripped Treasury
Securities do not make any periodic payments of interest.
The receipts or certificates described above must be issued in
registered form by a major bank which acts as custodian and nominal
holder of the obligation (which may be held by it either in
physical or in book entry form). The terms of custody with the
bank must provide that the underlying debt obligations will be held
separate from the general assets of the bank and will not be
subject to any right, charge, security interest, lien or claim of
any kind in favor of the bank or any person claiming through the
bank, and the bank will be responsible for applying all payments
received on those underlying debt obligations to the related
receipts or certificates without making any deductions other than
applicable tax withholding. The bank is required to maintain
insurance for the protection of holders of receipts or certificates
in customary amounts against losses resulting from the custody
arrangement due to dishonest or fraudulent action by the bank's
employees. The holders of receipts or certificates, as the real
parties in interest, are entitled to the rights and privileges of
the underlying debt obligations including the right in the event of
default in payment of principal or interest thereof to proceed
individually against the United States without acting in concert
with other holders of such receipts or certificates, or the bank.
The Stripped Treasury Securities in each Series are purchased
at a substantial discount from their principal amounts payable at
maturity. A holder of Stripped Treasury Securities will be
required to include annually in gross income an allocable portion
of the discount created by coupon stripping, prior to receipt of
the principal payments at maturity, notwithstanding the fact that
the holder receives no cash payment until the maturities of the
obligations. However, an insurance company separate account such
as the Account can avoid being taxed on such income by deducting an
equal amount for an increase in reserves. Stripped Treasury
Securities are marketable in substantially the same manner as other
discount securities issued by the U.S. Treasury.
THE PORTFOLIO - The Portfolio of each Series consists of one
issue of Stripped Treasury Securities, with a fixed maturity date,
that has been stripped of its interest coupons or underlying bond
and as such was purchased at a deep discount (see above), and of an
Interest-Bearing Treasury Security generally with the same maturity
date as the Stripped Treasury Security, deposited in order to
provide income with which to pay the expenses of the Series. If
the Interest-Bearing Treasury Security in a Series matures either
prior or subsequent to its corresponding Stripped Treasury
Security, and as a result the Series has either a deficit or an
excess of income at maturity of the Stripped Treasury Security, the
Sponsor shall reallocate income from or to its own account as
necessary. It is intended that the Portfolio of each Series will
comply with any investment limitations required to assure favorable
Federal income tax treatment for the Policies.
SELECTION AND ACQUISITION OF OBLIGATIONS - In selecting
obligations for deposit in the Fund, the following factors, among
others, were considered by the Sponsor: (i) the types of such
obligations available; (ii) the prices of such obligations relative
to other comparable obligations; (iii) the extent to which such
obligations trade at a discount from par once the interest coupons
are stripped; (iv) the yield to maturity of such obligations; and
(v) the maturities of such obligations.
The yield to maturity and discount from par on debt
obligations of the type deposited in the Fund are dependent on a
variety of factors, including general money market conditions,
general conditions of the bond market, prevailing interest rates
and the maturities of the obligations.
Each Series consists of such of the obligations listed under
"Portfolio" (or contracts to purchase such obligations) as may
continue to be held from time to time in the Series and any
additional obligations acquired and held by the Series pursuant to
the provisions of the Indenture (including provisions with respect
to deposit into the Series of obligations in connection with the
sale of additional Units), together with accrued and undistributed
interest on the Interest-Bearing Treasury Security deposited in
order to pay the expenses of the Series and undistributed cash
representing payments of principal and uninvested cash realized
from the disposition of obligations (see "Administration of the
Fund - Portfolio Supervision").
Neither the Sponsor nor the Trustee shall be liable in any way
for any default, failure or defect in any of the obligations. In
the event of a failure to deliver any obligation that has been
purchased for a Series under a contract ("Failed Security"), the
Sponsor is authorized under the Indenture to direct the Trustee to
acquire other obligations ("Replacement Securities") to make up the
original portfolio of the Series. Replacement Securities must be
purchased within 20 days after the Initial Date of Deposit and the
purchase price may not exceed the amount of funds reserved for the
purchase of the Failed Security. Replacement Securities must: (i)
be obligations of a type authorized to be held by the Fund; (ii)
have a fixed maturity identical to that of the Failed Security; and
(iii) be purchased at a price that results in a yield to maturity
as of the Date of Deposit which is equivalent (taking into
consideration then-current market conditions) to the yield to
maturity of the Failed Security. Whenever a Replacement Security
has been acquired for a Series, the Trustee shall, within five days
thereafter, notify all Holders of the affected Series of the
acquisition of the Replacement Security and, within 30 days
thereafter, make a pro rata distribution of the amount, if any, by
which the cost to the Series of the Failed Security exceeded the
cost of the Replacement Security plus any accrued interest or
amortization. If this right of substitution shall not be utilized
to acquire Replacement Securities in the event of a failed
contract, the Sponsor shall, within 30 days after the failure,
cause to be refunded the attributable transaction charge plus the
attributable Cost of Obligations to Series listed under Portfolio,
plus accrued interest and amortization.
Because certain of the obligations held in a Series may be
sold under certain circumstances described herein, each Series is
not expected to retain its present size and composition (see
"Redemption"). The Indenture also authorizes the Sponsor to
increase the size and number of Units of any Series by the deposit
of additional obligations and the issue of a corresponding number
of additional Units at times following the Initial Date of Deposit,
subject to the requirements applicable to Replacement Securities,
with the further requirement that any additional Interest-Bearing
Treasury Securities bear interest at the same rate as the
Interest-Bearing Treasury Securities initially deposited in the
Series. These requirements are designed to avoid any adverse
impact upon the amounts available to Holders who acquire Units
prior to the deposit of additional obligations.
THE UNITS - On the date of the Investment Summary, each Unit
of each Series represented the fractional undivided interest in
such Series set forth under "Investment Summary." Thereafter, if
Units of any Series are redeemed by the Trustee, the face amount of
obligations in the Series will be reduced by amounts allocable to
redeemed Units, and the fractional undivided interest represented
by each Unit in the balance of the Series will be increased. If
additional Units are issued by any Series (through deposit of
additional obligations by the Sponsor in connection with the sale
of additional Units), the aggregate value of obligations in the
Series will be increased by amounts allocable to additional Units,
and the fractional undivided interest represented by each Unit in
the balance of the Series will be decreased. Units will remain
outstanding until redeemed upon tender to the Trustee by a Holder,
which may include the Sponsor (see "Redemption") or until the
termination of the Indenture (see "Administration of the Fund -
Amendment and Termination") with respect to a Series.
INCOME AND YIELD - The economic effect of purchasing Units of
any Series is that the investor who holds his Units until maturity
of the underlying obligations should receive approximately a fixed
yield, not only on his original investment but on all earned
discount during the term of the obligations. The assumed or
implicit automatic reinvestment of the portion of the yield
represented by earned discount differentiates this Fund from funds
comprised of customary debt payments which make periodic payments
of interest. Accordingly, an investor in the Units, unlike an
investor in a fund comprised of interest bearing obligations paying
periodic interest, virtually eliminates the risk of being unable to
reinvest distributions at a rate as high as that at the time of the
initial investment, but will forgo the ability to reinvest at
higher rates which may be available in the future.
The Interest-Bearing Treasury Security deposited in each
Series includes an item of accrued but unpaid interest up to the
Initial Date of Deposit. To avoid having a Holder pay this accrued
interest (which earns no return) when Units are purchased, the
Trustee pays this amount of accrued interest to the Sponsor as a
special distribution. The Trustee will recover the amount of this
distribution from interest subsequently received on the
Interest-Bearing Treasury Security. Although this obligation will
also accrue interest during the period between the Initial Date of
Deposit and the date of settlement for Units, the Sponsor
anticipates that any such amount of accrued interest will be
minimal and, therefore, will not be added to the Offering Price
indicated under "Investment Summary." Any accrued interest on
obligations deposited subsequent to the Initial Date of Deposit
which accrues prior to the deposit of such obligations will be paid
to the Sponsor as a special distribution, and no such interest
accruing between the date of deposit of such obligations and the
settlement date for Units offered for sale in connection with the
deposit of such obligations will be added to the Offering Price of
such Units.
The Offering Price of each Series will vary in accordance with
fluctuations in the prices of the obligations held by the Series.
Changes in the Offering Prices will result in changes in the yields
to maturity.
TAXES - The following discussion relates only to direct
Holders of Units of the Fund and not to Policyowners. If an
Account is the Holder, any taxable income will in effect be offset
by a deduction for an increase in reserves. For information on tax
consequences to Policyowners, see the attached Prospectus for the
Policies.
In the opinion of Gordon Altman Butowsky Weitzen Shalov &
Wein, special counsel for the Sponsor, with respect to rendering
advice to direct Holders of Units, under existing law:
Each Series will not be considered an association taxable as
a corporation, but is classified as a trust for Federal income tax
purposes.
Each Series will be treated as a grantor trust for Federal
income tax purposes. Each Holder of Units of a Series will be
considered the owner of a pro rata portion of each obligation in
such Series. The total cost to a Holder for Units of a Series,
including sales charges, is allocated among its pro rata portion of
each obligation in such Series (in proportion to the fair market
value thereof on the date the Units are purchased) in order to
determine its tax cost for its pro rata portion of each obligation.
A Holder is required to treat its pro rata portion of each
Stripped Treasury Security in its Series as a bond that was
originally issued on the date the Holder purchased its Units at an
original issue discount equal to the excess of the stated
redemption price at maturity (or, in the case of a coupon, the
amount payable on the due date of such coupon) over the Holder's
tax cost of such Stripped Treasury Security as discussed above, and
to include annually in income a portion of such original issue
discount determined under a formula which takes into account the
compounding of interest.
Each Holder of a Series will be considered to have received
the income of its pro rata portion of the Interest-Bearing Treasury
Security when interest thereon is received by the Series. Each
Holder of a Series will be considered to have paid its pro rata
share of expenses paid by its Series, including fees of the Trustee
and the Evaluator.
A Holder will recognize taxable gain (or loss) when all or
part of its pro rata portion of an obligation in its Series is
disposed of (i.e., if the Series sells the obligation or if the
Holder sells or redeems for cash all or some of its Units) for an
amount greater (or less) than its original tax cost therefor,
increased by the amount of amortized original issue discount
included in the Holder's gross income as discussed above. Such
resulting gain or loss will be capital gain or loss (except in the
case of a dealer or financial institution), and will be long-term
capital gain if the Holder has held its Units for more than one
year. However, a distribution to a Holder upon redemption of Units
made in kind by distributing obligations held by a Series will not
be a taxable event to the Holder or to nonredeeming Holders. The
redeeming Holder's basis for any obligations distributed in kind
will be equal to its basis in such obligations (previously
represented by its Units) prior to such redemption, and its holding
period for such obligations will include the period during which it
held its Units. However, a Holder may recognize taxable gain or
loss when the Holder sells the obligations so distributed for cash.
Under the income tax laws of the State and City of New York,
each Series is not an association taxable as a corporation, and
income received by the Series will be treated as income of the
Holders of the Series in the same manner as for Federal income tax
purposes.
* * *
The direct Holders of Units will be required for Federal
income tax purposes to include amounts in ordinary gross income in
advance of the receipt of the cash attributable to such income.
Therefore, direct purchase of Units may be appropriate only for a
tax-deferred account which can have taxable income attributed in
advance of the receipt of the cash attributable to such income and
prior to the time that such income is earned.
After the end of each calendar year, the Trustee will furnish
to each such Holder a report from which the Holder may determine
the income received by its Series on its pro rata portion of the
Interest-Bearing Treasury Security and the Holder's pro rata
portion of the fees and expenses paid by its Series. In order to
enable compliance with Federal and state tax reporting
requirements, Holders will be furnished upon request to the Trustee
with evaluations of obligations held by the Fund furnished to it by
the Evaluator (Section 4.01).
The foregoing discussion relates only to Federal and New York
income taxes. Holders may also be subject to state and local
taxation in other jurisdictions.
SALE OF UNITS
OFFERING PRICE - The Offering Price of the Units of each
Series is computed by adding to the offering side evaluation of the
Units in such Series, divided by the number of Units of such Series
outstanding, the applicable transaction charge depending on the
remaining years to maturity of the Stripped Treasury Security in
the Series:
Transaction Charge Transaction Charge
Remaining as Percentage as Percentage of
Years to Maturity of Offering Price Net Amount Invested
Less than 2 years 0.25% 0.251%
At least 2 years but 0.50% 0.503%
less than 3 years
At least 3 years but 0.75% 0.756%
less than 5 years
At least 5 years but 1.00% 1.010%
less than 8 years
At least 8 years but 1.50% 1.523%
less than 13 years
At least 13 years but 1.75% 1.781%
less than 18 years
18 years or more 2.00% 2.041%
On Units sold to an Account, Monarch will initially pay the
transaction charge, which it may recover through an asset charge.
(See the accompanying Prospectus for the Policies for further
information.) Except as described under "Description of the Fund -
Income and Yield," a proportionate share of any accrued but
undistributed interest on the obligations at the date of delivery
of Units to the purchaser of Units is added to the Offering Price.
The Offering Prices on the date of this Prospectus or on any
subsequent date will vary from the Offering Prices on the Initial
Date of Deposit in accordance with fluctuations in the offering
side evaluations of the underlying obligations of the Series.
Amortization of discount will have the effect of increasing at any
particular time the offering side evaluation of the underlying
obligations.
The offering side evaluation of a Unit of a Series is computed
by adding: (a) the aggregate offering side evaluation of the
obligations determined by the Evaluator, (b) cash on hand in the
Series (other than cash deposited by the Sponsor for the purchase
of obligations), (c) accrued and unpaid interest as of the date of
computation and (d) all other assets of the Series; deducting
therefrom, to the extent it does not exceed the sum of (b), (c) and
(d) above, the sum of (x) taxes or other governmental charges
against the Series not previously deducted, (y) accrued fees and
expenses of the Trustee (including legal and auditing expenses),
the Evaluator and counsel, and certain other expenses, and (z) any
cash held for distribution to Holders of record as of a date prior
to the evaluation; and dividing the result by the number of Units
outstanding (Sections 4.01 and 5.01). Any expenses in excess of
the sum of (b), (c) and (d) above shall be assumed by the Sponsor.
The aggregate offering side evaluation of the obligations
shall be determined by the Evaluator in the following manner: (a)
on the basis of current offering prices for the obligations, or (b)
if offering prices are not available for the obligations, on the
basis of current offering prices for comparable securities, or (c)
by determining the value of the obligations on the offering side of
the market by appraisal, or (d) by any combination of these three.
The Evaluator may obtain current price information as to the
obligations from investment dealers or brokers (including those
affiliated with the Sponsor) which customarily deal in such
obligations.
The Offering Price is determined each business day during any
initial offering as of the Evaluation Time set forth under
"Investment Summary," effective for all sales made since the last
such evaluation and is made on the last business day of each week
during any period when there is no initial offering (i.e., when no
additional Units are being offered for sale), effective for all
sales made during the following week. The Sponsor shall also cause
the aggregate value of each Series to be evaluated as of the
Evaluation Time (i) on each June 30 and December 31 (or the last
business day prior thereto), (ii) on the day on which any Unit is
tendered for redemption and (iii) at such other times as may be
necessary (Section 5.01).
COMPARISON OF OFFERING PRICE, SPONSOR'S REPURCHASE PRICE AND
REDEMPTION PRICE - On the date of the Investment Summary, the
Offering Prices per Unit (which includes the transaction charge)
and the Sponsor's Repurchase Prices per Unit (each based on the
offering side evaluation of obligations in each of the Series - see
"Offering Price" under this caption) exceeded the Redemption Prices
per Unit (based on the bid side evaluation thereof - see
"Redemption of Units") by the amounts set forth under "Investment
Summary."
Because the bid side evaluations of Units are lower than the
offering side evaluations thereof by the amounts set forth under
the Investment Summary and for other reasons (including
fluctuations in the market prices of such obligations and the fact
that the Offering Prices include a transaction charge), the amount
realized by a Holder upon any redemption of Units may be less than
the price paid for such Units.
DISTRIBUTION - During the initial offering period (i) for
Units issued on the Initial Date of Deposit and (ii) for additional
Units issued after such date relating to additional obligations
deposited by the Sponsor, Units may be purchased by the Account at
the Offering Price by means of this Prospectus (except that, as
explained above, the transaction charge is initially paid by the
life insurance company). The initial offering period in each case
will terminate on the date all newly issued Units are sold. Upon
the completion of any initial offering, Units which may be acquired
in the secondary market may be offered to an Account by this
Prospectus at the secondary market Offering Prices (see "Market for
Units"), also less the transaction charge paid by the life
insurance company.
SPONSOR'S PROFITS - Upon the sale of the Units, the Sponsor
receives the transaction charge at the rates set forth above. This
is the difference between the cost of the obligations to the Series
(which is based on the offering side evaluation of the obligations
deposited in the Series on the Initial Date of Deposit) and the
purchase price of such obligations to the Sponsor. The Sponsor may
realize a profit or loss on the deposit of additional obligations
in the Series following the Initial Date of Deposit. During the
initial offering period, and thereafter to the extent additional
Units continue to be offered for sale, the Sponsor also may realize
profits or sustain losses as a result of fluctuations in the
aggregate value of the obligations after the initial date of their
deposit, which will affect the Offering Price received by it on the
sale of Units. Cash, if any, made available to the Sponsor prior
to the settlement dates for Units may be used in the Sponsor's
business and may be of benefit to the Sponsor.
In maintaining a market for the Units (see "Market for Units"
below), the Sponsor will also realize profits or sustain losses in
the amount of any difference between the prices at which it buys
Units and the prices at which it resells those Units (which include
the relevant transaction charge) or the prices at which it may
redeem such Units, as the case may be.
MARKET FOR UNITS
The Sponsor has undertaken to maintain a secondary market for
Units of each Series of the Fund at its own expense and
continuously to offer to purchase Units of each Series of the Fund
at prices, subject to change at any time, which will be computed on
the basis of the offering side of the market, taking into account
the same factors referred to in determining the offering side of
the market for purposes of the sale of Units (see "Sale of Units -
Offering Price"). During the initial offering period or
thereafter, on a given day, the price offered by the Trustee for
the redemption of Units shall be an amount not less than the
Redemption Price per Unit, based on the aggregate bid side
evaluation of obligations in the relevant Series on the date on
which the Units are tendered for redemption.
The Sponsor may redeem any Units it has purchased in the
secondary market if it determines it is undesirable to continue to
hold such Units in its inventory, provided that it has committed to
redeem Units only in an amount substantially equal in value to the
value of one or more obligations so that uninvested cash generated
by such redemption is de minimis. Factors that the Sponsor will
consider in making such a determination will include the number of
Units of all Series which it has in its inventory, the saleability
of such Units and its estimate of the time required to sell such
Units and general market conditions.
REDEMPTION OF UNITS
Although in most cases Units can be sold in the secondary
market that the Sponsor will maintain at prices which will exceed
the Redemption Price per Unit (see below), Units may also be
redeemed at the corporate trust office of the Trustee upon tender
of Certificates, if issued, or accompanied (in the case of
uncertificated Units) by such documents as the Trustee may
reasonably require, and payment of any relevant tax without any
other fee (Section 5.02). Any Certificates tendered for redemption
must be properly endorsed or accompanied by a written instrument or
instruments of transfer.
The Trustee will redeem Units in cash or, if requested in
writing by the Holder to the Trustee, "in kind". Not later than
the seventh calendar day following a tender of Units for redemption
(or if the seventh calendar day is not a business day, on the last
business day prior thereto), a Holder will be paid an amount per
Unit in cash (or if redemption in kind has been requested, will be
paid in obligations and cash, as described below) equal to the
Redemption Price per Unit as determined as of the Evaluation Time
next following such tender. The Redemption Price per Unit for in
kind distributions (the "In Kind Distribution") will take the form
of the distribution of whole obligations represented by the
fractional undivided interest in the applicable Series of the Units
tendered for redemption (based upon the Redemption Price per Unit)
plus any cash for amounts less than a whole obligation (Section
5.02). Because the Sponsor has undertaken to maintain a secondary
market for Units of each Series, at prices based on the offering
side evaluation per Unit which is likely to exceed the redemption
price per Unit, the Sponsor will repurchase any Units tendered for
redemption in cash no later than the close of business on the
business day following the tender.
If the tendering Holder requests distribution in kind, the
Trustee shall sell any portion of the In Kind Distribution
represented by fractional interests in accordance with the
instructions of the tendering Holder and distribute net cash
proceeds to the tendering Holder together with certificates
representing whole obligations comprising the In Kind Distribution.
In implementing these redemption procedures, the Trustee shall make
any adjustments necessary to reflect differences between the
Redemption Price of the Units and the value of the In Kind
Distribution as of the date of tender.
The Trustee is empowered to sell obligations held by the
Series in order to make funds available for cash redemptions
(Section 5.02). The obligations to be sold by the Trustee will be
selected from a list supplied by the Sponsor. Obligations will be
chosen for this list by the Sponsor on the basis of such market and
credit factors as it may determine are in the best interests of the
relevant Series. Provision is made under the Indenture for the
Sponsor to specify minimum face amounts in which blocks of
obligations are to be sold in order to obtain the best available
prices. While such minimum amounts may vary from time to time in
accordance with market conditions, the Sponsor believes that the
minimum face amounts that would be specified would range from
$25,000 to $100,000.
To the extent that obligations are redeemed in kind or sold,
the size of the relevant Series will be reduced. Sales will
usually be required at a time when obligations would not otherwise
be sold and may result in lower prices than might otherwise be
realized. In addition, because of the minimum face amounts in
which obligations are required to be sold, the proceeds of sale
may, if the Sponsor fails to adhere to its commitment described
above, exceed the amount required at the time to redeem Units.
Such excess proceeds will be distributed ratably to Holders (see
"Administration of the Fund - Accounts and Distributions"). The
price received upon redemption may be more than or less than the
amount paid by the Holder depending on the value of the obligations
in the Trust at the time of redemption.
The right to redemption may be suspended and payment postponed
for any period (1) during which the New York Stock Exchange is
closed other than for customary weekend and holiday closings, or
(2) during which, as determined by the Securities and Exchange
Commission (i) trading on that Exchange is restricted or (ii) an
emergency exists as a result of which disposal or evaluation of the
Securities is not reasonably practicable, or (3) for such other
periods as the Securities and Exchange Commission may permit
(Section 5.02).
Redemption Price per Unit is computed by the Trustee as of the
Evaluation Time on each June 30 and December 31 (or the last
business day prior thereto), on any day on which the New York Stock
Exchange is open or on any other day in which there is a sufficient
degree of trading in the obligations held by a Series that the
Redemption Price for Units of such Series might be materially
affected, as of the Evaluation Time next following the tender of
any Unit for redemption, and on any other business day desired by
the Trustee or the Sponsor, on the bid side of the market, taking
into account the same factors referred to in determining the
offering side evaluation for purposes of sales of Units (see "Sale
of Units - Offering Price").
While obligations of the type held by the Series involve
minimal risk of loss of principal, the market value of such
obligations and Redemption Prices per Unit can be expected to
fluctuate during the period of an investment in the Fund due to
variations in interest rates.
EXPENSES AND CHARGES
INITIAL EXPENSES - All expenses incurred in establishing the
Fund and the initial offering of Units and any additional Units,
including the cost of the initial preparation, printing and
execution of the Indenture and the Certificates, the initial fees
and expenses of the Trustee, fees of the Evaluator during the
initial offering and the initial offering of additional Units,
legal expenses, advertising and selling expenses and any other out-
of-pocket expenses, will be paid by the Sponsor at no charge to the
Fund.
SPONSOR'S FEES - The Sponsor receives no fee from the Series
for its services as such. However, while the transaction charge
paid by the life insurance company to the Sponsor is not directly
charged to the Account, because of the asset charge by the life
insurance company assessed against the Account, Policyowners will
indirectly bear these charges (see "Expenses Charged to Divisions
Investing in the Trust" in the accompanying Prospectus).
FEES - The Trustee's and Evaluator's fees are set forth under
"Investment Summary." The Trustee's fees, payable in semi-annual
installments, are based on the face amount of obligations in a
Series at the beginning of each semi-annual period. Certain
regular and recurring expenses of each Series, including the
Evaluator's fee and certain mailing and printing expenses, are
borne by the Trustee; provided that the Trustee shall not be
obligated to bear expenses in excess of an amount specified in the
Indenture with regard to any calendar year for the Series (or in
excess of a prorated portion of such amount in regard to periods of
less than one year) and any such amount so paid by the Trustee
shall be reimbursed to the Trustee pursuant to Section 6.05 of the
Indenture. Expenses in excess of that amount will be borne by the
Series. The Trustee also receives benefits to the extent that it
holds funds on deposit in the various non-interest bearing accounts
created under the Indenture.
OTHER CHARGES - These include: (a) fees of the Trustee for
extraordinary services (Section 6.05 of the Indenture), (b) certain
expenses of the Trustee (including legal and auditing expenses) and
of counsel designated by the Sponsor (Sections 3.05, 3.10, 6.01(E)
and 6.05), (c) various governmental charges (Sections 3.04 and
6.01(H)), (d) expenses and costs of any action taken to protect any
Series (Section 6.01(D)), (e) indemnification of the Trustee for
any loss, liabilities and expenses incurred in the absence of gross
negligence, bad faith or willful misconduct on its part (Section
6.05), and (f) indemnification of the Sponsor for any loss,
liabilities and expenses incurred in the absence of gross
negligence, bad faith, willful misconduct or reckless disregard of
its duties (Section 8.03(B)). The amounts of these charges and
fees are secured by a lien on the relevant Series (Section 6.05).
If the balances in the Income and Capital Account of a Series (see
below) are insufficient to provide for amounts payable by the
Series, the Sponsor will pay such excess expenses, although the
Trustee has the power to sell obligations of such Series to pay
such amounts (Section 6.05).
ADMINISTRATION OF THE FUND
RECORDS - The Trustee keeps records of transactions of the
Fund at its corporate trust office, including a current list of the
obligations held by each Series and a copy of the Indenture. Such
records are available to record Holders for inspection at
reasonable times during business hours (Sections 6.02 and 6.04).
ACCOUNTS AND DISTRIBUTIONS - The terms of the obligations held
by the Series provide for payments to be made to holders of such
obligations (including the Fund) upon their maturities.
Interest-Bearing Treasury Securities held by the Series, including
that part of the proceeds of any disposition of any such Security
which represents accrued interest and any late payment penalties,
is credited to an Income Account and all other receipts are
credited to a Capital Account (Sections 3.02 and 3.03).
Distributions to Holders as of the Record Date normally will be
made on the following Distribution Date and shall consist of an
amount substantially equal to each Holder's pro rata share of the
distributable cash balance in the Income and Capital Accounts
computed as of the close of business on the Record Date. The
Distribution Date for each Series shall be the next business day
following the maturity of the obligations in that Series'
Portfolio. The Record Date shall be the business day immediately
preceding the Distribution Date.
The amount to be distributed may change as obligations are
exchanged, paid or sold. Proceeds received from the disposition of
any of the obligations which are not used for redemption payments
will be held in the Capital Account (Section 3.05). However, the
Sponsor will maintain a secondary market and has undertaken to
redeem Units purchased in that market only when the value of such
Units in the aggregate substantially equals the value of an
obligation held in the relevant Series. Amounts, if any, in the
Income Account of a Series will be distributed to Holders pro rata
upon termination of the Series. A Reserve Account may be created
by the Trustee by withdrawing from the Income or Capital Accounts,
from time to time, such amounts as it deems requisite to establish
a reserve for any taxes or other governmental charges that may be
payable out of the Series (Section 3.04). Funds held by the
Trustee in the various accounts created under the Indenture do not
bear interest (Section 6.01).
PORTFOLIO SECURITIES - The Sponsor may direct the disposition
of obligations upon default in payment of principal or interest,
institution of certain legal proceedings, default in payment of
principal of or interest on other obligations of the same issuer,
or decline in price or the occurrence of other market or credit
factors that in the opinion of the Sponsor would make the retention
of such obligations detrimental to the interest of the Holders of
a Series (Section 3.08). If such a default in the payment of
principal or interest on any of the obligations occurs and if the
Sponsor fails to instruct the Trustee to sell or hold such
obligations, the Indenture provides that the Trustee may, within 30
days of such failure by the Sponsor, sell such Securities (Section
3.11). The Sponsor is required by the Indenture to direct the
Trustee to reject any offer made by an issuer to issue new
obligations in exchange and substitution for any obligations held
by the Fund pursuant to a refunding or refinancing plan.
REPORTS TO HOLDERS - The Trustee will furnish Holders of
record with each distribution a statement of the amounts of
interest and other receipts which are being distributed, expressed
in each case as a dollar amount per Unit. After the end of each
calendar year, the Trustee will furnish to Holders of record a
statement (i) summarizing transactions for such year in the Income,
Capital and Reserve Accounts of the Series, (ii) identifying
obligations sold and purchased during such year and listing
obligations held at the end of such year by the Series, (iii)
stating the Series' Redemption Price per Unit based upon the
computation thereof made at the end of such year, (iv) specifying
the amounts, if any, distributed during such year from the Series'
Income and Capital Accounts and (v) certain other information. The
accounts of each Series shall be audited at least annually by
independent certified public accountants designated by the Sponsor,
and the report of such accountants shall be furnished by the
Trustee to Holders upon request (Section 6.01(E)).
AMENDMENT AND TERMINATION - The Sponsor and Trustee may amend
the Indenture without the consent of Holders (a) to cure any
ambiguity or to correct or supplement any provision thereof which
may be defective or inconsistent, (b) to change any provision
thereof as may be required by the Securities and Exchange
Commission or any successor governmental agency, (c) to permit the
deposit of additional obligations with respect to the issuance of
additional Units, or (d) to make such other provisions as shall not
adversely affect the interest of Holders (as determined in good
faith by the Sponsor). The Indenture may also be amended in any
respect by the Sponsor and Trustee, or any of the provisions
thereof may be waived, with the consent of the Holders of 51% of
the Units then outstanding, provided that no such amendment or
waiver will reduce the interest in any Series of any Holder without
the consent of such Holder or reduce the percentage of Units
required to consent to any such amendment or waiver without the
consent of all Holders. The Trustee must promptly notify Holders
of the substance of any such amendment (Section 9.01).
The Indenture will terminate with respect to a Series upon the
earlier of the maturity, redemption, sale or other disposition of
the last Security held in a Series or the mandatory termination
date. The Indenture as to any Series may be terminated by the
Sponsor if the value of the Series is less than the minimum value
set forth under "Investment Summary" and may be terminated at any
time by Holders of 51% of the Units (Sections 6.01(G) and 9.02).
The Trustee will deliver written notice of any termination to each
Holder within a reasonable period of time prior to such
termination, specifying the times at which the Holders may
surrender their Certificates, if issued, for cancellation. Within
a reasonable period of time after such termination, the Trustee
must sell all of the obligations then held in the Series so
terminated and distribute to each Holder, upon surrender for
cancellation of its Certificates, if any, and after deductions of
accrued and unpaid fees, taxes and governmental and other charges,
such Holder's interest in the Income and Capital Accounts (Section
9.02). Such distribution will normally be made by mailing a check
in the amount of each Holder's interest in such accounts to the
address of such Holder appearing on the record books of the
Trustee.
RESIGNATION, REMOVAL AND LIMITATIONS ON LIABILITY
THE TRUSTEE - The Trustee or any successor may resign upon
notice to the Sponsor. The Trustee may be removed upon the
direction of the Holders of 51% of the Units at any time or by the
Sponsor without the consent of any of the Holders if it becomes
incapable of acting or becomes bankrupt or its affairs are taken
over by public authorities. Such resignation or removal shall
become effective upon the acceptance of appointment by the
successor. In case of such resignation or removal, the Sponsor is
to use its best efforts to appoint a successor promptly and if upon
resignation of the Trustee, no successor has accepted appointment
within thirty days after notification, the Trustee may apply to a
court of competent jurisdiction for the appointment of a successor
(Section 6.06). The Trustee shall be under no liability for any
action taken in good faith in reliance on prima facie properly
executed documents or for the disposition of monies or obligations,
nor shall it be liable or responsible in any way for depreciation
or loss incurred by reason of the sale of any obligation. However,
this provision shall not protect the Trustee in cases of willful
misfeasance, bad faith, gross negligence or reckless disregard of
its obligations and duties. In the event of the failure of the
Sponsor to act, the Trustee may act under the Indenture and shall
not be liable for any such action taken in good faith. The Trustee
shall not be personally liable for any taxes or other governmental
charges imposed upon or in respect of the obligations or upon the
interest thereon. In addition, the Indenture contains other
customary provisions limiting the liability of the Trustee
(Sections 3.08, 3.11, 6.01 and 6.05).
THE EVALUATOR - The Evaluator may resign or may be removed by
the Sponsor, effective upon the acceptance of appointment by its
successor; the Sponsor is to use its best efforts to appoint a
successor promptly. If upon resignation of the Evaluator, no
successor has accepted appointment within thirty days after
notification, the Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor (Section 4.04).
Determinations by the Evaluator under the Indenture shall be made
in good faith upon the basis of the best information available to
it; provided however, that the Evaluator shall be under no
liability to the Trustee, the Sponsor or the Holders for errors in
judgment. However, this provision shall not protect the Evaluator
in cases of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties (Section 4.03).
The Trustee, the Sponsor and the Holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the
accuracy thereof.
THE SPONSOR - If the Sponsor fails to perform its duties or
becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities, then the Trustee may (a) appoint
a successor Sponsor at rates of compensation deemed by the Trustee
to be reasonable and as may not exceed amounts prescribed by the
Securities and Exchange Commission, (b) terminate the Indenture and
liquidate the Fund or (c) continue to act as Trustee without
terminating the Indenture (Section 6.01(F)). The Sponsor shall be
under no liability to the Fund or to the Holders for taking any
action or for refraining from taking any action in good faith or
for errors in judgment and shall not be liable or responsible in
any way for depreciation or loss incurred by reason of the sale of
any obligation. However, this provision shall not protect the
Sponsor in cases of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties
(Section 8.03). The Sponsor and its successors are jointly and
severally liable under the Indenture. The Sponsor may transfer all
or substantially all of its assets to a corporation or partnership
which carries on its business and duly assumes all of its
obligations under the Indenture and in such event it shall be
relieved of all further liability under the Indenture (Section
8.02).
ADDITIONAL INFORMATION
TRUSTEE - The Trustee is The Chase Manhattan Bank, N.A., a
banking corporation with its corporate trust office at 770
Broadway, New York, New York 10003, which is subject to supervision
by the Comptroller of the Currency, the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve
System.
LEGAL OPINION - The legality of the Units has been passed upon
by Gordon Altman Butowsky Weitzen Shalov & Wein, 114 West 47th
Street, New York, New York 10036, as special counsel for the
Sponsor. Carter, Ledyard & Milburn, 2 Wall Street, New York, New
York 10015, act as counsel for the Trustee.
AUDITORS - The Financial Statements of Series A through F,
including the respective Portfolios included herein, and the
Financial Statement of the Sponsor have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports
appearing herein, and are included in reliance upon the reports of
such firm given upon their authority as experts in accounting and
auditing.
SPONSOR - The Sponsor (a New York corporation), is a wholly-
owned subsidiary of OppenheimerFunds, Inc. ("OFI"), and is the
general distributor of shares of certain of the registered
investment companies (commonly known as "mutual funds") managed by
OFI and its subsidiaries. Financial Statements of the Sponsor are
included in this Prospectus. See the accompanying Prospectus of
Oppenheimer Variable Account Funds for further information on OFI
and the Oppenheimer funds.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Independent Auditors' Report
- --------------------------------------------------------------------------------
We have audited the accompanying statements of condition, including the related
portfolios of the 2000 Series and the 2005 Series of the Oppenheimer Zero Coupon
U.S. Treasuries Trust, Series A, as of December 31, 1995 and the related
statements of operations and changes in net assets, including the 1995 Series,
for the years ended December 31, 1995, 1994 and 1993. These financial statements
are the responsibility of the Trust's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust, Series A at December 31, 1995, and the results of its operations and
changes in its net assets, for the above stated periods, in conformity with
generally accepted accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
February 6, 1996
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Condition as of December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 2005
Series Series
- --------------------------------------------------------------------------------
<S> <C> <C>
Trust Property
Investment in marketable securities (see Portfolios) . $4,947,694 $2,480,298
Cash ................................................. 6,469 6,388
Accrued interest receivable .......................... -- 1,179
---------- ----------
Total trust property ................... 4,954,163 2,487,865
Less Liabilities ..................................... 6,469 7,567
---------- ----------
Net Assets - Note 2 .................................. $4,947,694 $2,480,298
========== ==========
Units Outstanding .................................... 6,317,200 4,190,859
========== ==========
Unit Value ........................................... $ .78321 $ .59184
========== ==========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 Series
------------------------------------
1995 1994 1993
<S> <C> <C> <C>
Investment Income:
Interest Income .................................. $ 544 $ 1,519 $ 1,745
Accretion of original issue discount ............. 115,462 313,348 308,088
Trustee's fees and expenses - Note 3 ............. (544) (1,519) (1,745)
--------- --------- ---------
Net investment income ............................ 115,462 313,348 308,088
Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ......... 44,727 19,535 4,281
Net change in unrealized appreciation
of investments ............................... (44,727) (227,102) (101,947)
--------- --------- ---------
Net gain (loss) on investments ................... 0 (207,567) (97,666)
--------- --------- ---------
Net Increase in Net Assets Resulting
from Operations .............................. $ 115,462 $ 105,781 $ 210,422
========= ========= =========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993 (Concluded)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 Series 2005 Series
----------------------------------- -----------------------------------
1995 1994 1993 1995 1994 1993
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest Income .................................. $ 1,763 $ 3,320 $ 4,001 $ 1,838 $ 1,723 $ 2,240
Accretion of original issue discount ............. 355,702 391,867 431,009 150,094 138,092 167,463
Trustee's fees and expenses - Note 3 ............. (1,763) (3,320) (4,001) (1,838) (1,723) (2,240)
--------- --------- --------- --------- --------- ---------
Net investment income ............................ 355,702 391,867 431,009 150,094 138,092 167,463
Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ......... 88,501 217,516 140,068 -- 88,245 92,226
Net change in unrealized appreciation
of investments ............................... 433,005 (967,987) 299,144 435,195 (424,886) 214,645
--------- --------- --------- --------- --------- ---------
Net gain (loss) on investments ................... 521,506 (750,471) 439,212 435,195 (336,641) 306,871
--------- --------- --------- --------- --------- ---------
Net Increase (Decrease) in Net Assets Resulting
from Operations .............................. $ 877,208 $(358,604) $ 870,221 $ 585,289 $(198,549) $ 474,334
========= ========= ========= ========= ========= =========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Changes in Net Assets
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 Series
------------------------------------------
1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment income ............................................ $ 115,462 $ 313,348 $ 308,088
Realized gain on securities transactions ......................... 44,727 19,535 4,281
Net unrealized appreciation (depreciation) of investments ...... (44,727) (227,102) (101,947)
----------- ----------- -----------
Net increase in net assets resulting from operations ............. 115,462 105,781 210,422
Capital Share
Transactions - Note 4
Issuance of Units ................................................ -- 25,325 --
Redemption of Units .............................................. (3,334,225) (615,786) (54,412)
----------- ----------- -----------
Net increase (decrease) in
net assets ..................................................... (3,218,763) (484,680) 156,010
Net Assets:
Beginning of period .............................................. $ 3,218,763 $ 3,703,443 3,547,433
----------- ----------- -----------
End of period .................................................... $ 0 $ 3,218,763 $ 3,703,443
=========== =========== ===========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Changes in Net Assets
For the Years Ended December 31, 1995, 1994 and 1993 (Concluded)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 Series 2005 Series
----------------------------------- ---------------------------------------
1995 1994 1993 1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income ......... $ 355,702 $ 391,867 $ 431,009 $ 150,094 $ 138,092 $ 167,463
Realized gain on securities
transactions ................ 88,501 217,516 140,068 -- 88,245 92,226
Net unrealized appreciation
(depreciation) of
investments ................. 433,005 (967,987) 299,144 435,195 (424,886) 214,645
----------- ----------- -------- -------- --------- -----------
Net increase (decrease) in
net assets resulting from
operations ... 877,208 (358,604) 870,221 585,289 (198,549) 474,334
Capital Share
Transactions - Note 4
Issuance of Units ............. 201,027 -- 130,275 203,754 101,879 --
Redemption of Units ............... (734,385) (1,274,581) (646,397) -- (559,832) (470,251)
---------- ---------- ---------- ----------- --------- -----------
Net increase (decrease) in
net assets .................. 343,850 (1,633,185) 354,099 789,043 (656,502) 4,083
Net Assets:
Beginning of period ........... 4,603,844 6,237,029 5,882,930 $1,691,255 2,347,757 2,343,674
---------- ---------- ---------- ----------- ---------- -----------
End of period ................. $4,947,694 $4,603,844 $6,237,029 $2,480,298 $1,691,255 $2,347,757
========== ========== ========== ========== ========== ==========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
1. Significant Accounting Policies
The Fund is registered under the Investment Company Act of 1940 as a unit
investment trust. Units of the Fund are sold only to separate investment
accounts of life insurance companies to fund variable life insurance policies.
The Fund's sponsor is Oppenheimer Funds Distributor, Inc. The following is a
summary of significant accounting policies consistently followed by the Fund.
The policies are in conformity with generally accepted accounting principles.
(a) Securities are stated at value as determined by the Evaluator based on bid
side evaluations for the securities.
(b) Cost of securities have been adjusted to include the accretion of original
issue discount on the Stripped Treasury Securities.
2. Net Capital
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1995 Series
Cost of 3,289,707 and 3,904,361 Units, respectively................... $1,540,647 $1,838,780
Less sales charge..................................................... 23,878 25,358
---------- ----------
Net amount applicable to certificateholders........................... 1,516,769 1,813,422
Accretion of original issue discount.................................. 1,657,267 1,618,192
Net unrealized appreciation of investments............................ 44,727 271,829
---------- -----------
Net capital applicable to certificateholders.......................... $3,218,763 $3,703,443
========== ==========
2000 Series
Cost of 6,317,200, 7,078,028 and 8,963,103 Units, respectively ....... $2,646,690 $2,813,369 $3,421,333
Less sales charge .................................................... 14,678 19,997 32,898
---------- ---------- ----------
Net amount applicable to certificateholders .......................... 2,632,012 2,793,372 3,388,435
Accretion of original issue discount ................................. 1,648,079 1,575,873 1,646,008
Net unrealized appreciation of investments ........................... 667,604 234,599 1,202,586
---------- ---------- ----------
Net capital applicable to certificateholders ......................... $4,947,694 $4,603,844 $6,237,029
========== ========== ==========
2005 Series
Cost of 4,190,859, 3,768,568 and 4,728,778 Units, respectively ....... $1,297,142 $1,090,285 $1,321,058
Less sales charge .................................................... 24,133 21,030 28,042
---------- ---------- ----------
Net amount applicable to certificateholders .......................... 1,273,009 1,069,255 1,293,016
Accretion of original issue discount ................................. 623,473 473,379 481,234
Net unrealized appreciation of investments ........................... 583,816 148,621 573,507
---------- ---------- ----------
Net capital applicable to certificateholders ......................... $2,480,298 $1,691,255 $2,347,757
========== ========== ==========
</TABLE>
3. Expenses
Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury Securities in each Series.
Any excess expenses are assumed by the Sponsor.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993 (Concluded)
- --------------------------------------------------------------------------------
4. Capital Share Transactions
Issuance
Additional Units were issued by the Fund during the years ended December 31,
1995, 1994, and 1993 as follows:
<TABLE>
<CAPTION>
Series 1995 1994 1993
- ------ ---- ---- ----
<S> <C> <C> <C>
1995 ..................... - 26,113 -
2000 ..................... 278,488 - 201,075
2005 ..................... 422,291 226,227 -
</TABLE>
Redemption
During 1995, 1994 and 1993, the Sponsor elected to redeem Units of the Fund as
follows:
<TABLE>
<CAPTION>
Series 1995 1994 1993
- ------ ---- ---- ----
<S> <C> <C> <C>
1995 ...................... - 640,767 60,260
2000 ...................... 1,039,316 1,885,075 995,319
2005 ...................... - 1,186,437 1,010,482
</TABLE>
The total proceeds were remitted to the Sponsor.
5. Income Taxes
All income received, accretion of original issue discount, expenses paid, and
realized gains and losses on securities sold are attributable to the holder, on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.
At December 31, 1995, the cost of investment securities for Federal income tax
purposes was approximately equivalent to the adjusted cost as shown in each
Series' portfolio.
6. Distributions
It is anticipated that each Series will not make any distributions until the
first business day following the maturity of its holding in the Stripped
Treasury Securities which are non-interest bearing. In May of 1995 Series 1995
matured and distributions of $3,306,500 were made.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Portfolios as of December 31, 1995
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Series No. and Coupon Face Adjusted
Title of Securities Rates Maturities Amount Cost Value (*)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2000 Series
Stripped Treasury Securities 0% 8-15-00 $6,317,200 $4,280,090 $4,947,694
========== ========== ==========
2005 Series
Stripped Treasury Securities 0% 5-15-05 $4,168,125 $1,875,571 $2,455,234
U.S. Treasury Notes ........ 8.25% 5-15-05 22,734 20,911 25,064
---------- ---------- ----------
Total ................ $4,190,859 $1,896,482 $2,480,298
========== ========== ==========
</TABLE>
- -------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
<TABLE>
<CAPTION>
Series Amount
------ ------
<S> <C>
2000 4,956,608
2005 2,489,274
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Independent Auditors' Report
- --------------------------------------------------------------------------------
We have audited the accompanying statements of condition, including the related
portfolios of the 1996 Series and the 2006 Series of the Oppenheimer Zero Coupon
U.S. Treasuries Trust, Series B, as of December 31, 1995 and the related
statements of operations and changes in net assets for the years ended December
31, 1995, 1994 and 1993. These financial statements are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust, Series B at December 31, 1995 and the results of its operations and
changes in its net assets for the above stated periods, in conformity with
generally accepted accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
February 6, 1996
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Statements of Condition as of December 31, 1995
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1996 2006
Series Series
- --------------------------------------------------------------------------------
<S> <C> <C>
Trust Property
Investment in marketable securities (see Portfolios) . $1,984,045 $1,471,967
Cash ................................................. 2,941 4,032
Accrued interest receivable .......................... -- 447
---------- ----------
Total trust property ................... 1,986,986 1,476,446
Less Liabilities ..................................... 2,941 4,479
---------- ----------
Net Assets - Note 2 .................................. $1,984,045 $1,471,967
========== ==========
Units Outstanding .................................... 1,996,283 2,643,019
========== ==========
Unit Value ........................................... $ .99387 $ .55693
========== ==========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996 Series
-------------------------------------
1995 1994 1993
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income:
Interest Income ............................................ $ 783 $ 896 $ 896
Accretion of original issue discount ....................... 148,374 137,229 126,935
Trustee's fees and expenses - Note 3 ....................... (783) (896) (896)
--------- --------- ---------
Net investment income ...................................... 148,374 137,229 126,935
Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ................... -- -- --
Net change in unrealized appreciation
of investments ........................................ (1,121) (120,896) 8,942
--------- --------- ---------
Net gain (loss) on investments ............................. (1,121) (120,896) 8,942
--------- --------- ---------
Net Increase in Net Assets Resulting
from Operations ....................................... $ 147,253 $ 16,333 $ 135,877
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
2006 Series
-------------------------------------
1995 1994 1993
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income:
Interest Income ............................................ $ 1,181 $ 1,254 $ 1,439
Accretion of original issue discount ....................... 90,865 90,387 94,089
Trustee's fees and expenses - Note 3 ....................... (1,181) (1,254) (1,439)
--------- --------- ---------
Net investment income ...................................... 90,865 90,387 94,089
Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ................... 1,973 41,479 8,786
Net change in unrealized appreciation
of investments ........................................ 281,043 (253,202) 176,267
--------- --------- ---------
Net gain (loss) on investments ............................. 283,016 (211,723) 185,053
--------- --------- ---------
Net Increase (Decrease) in Net Assets Resulting
from Operations ...................................... $ 373,881 $(121,336) $ 279,142
========= ========= =========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Statements of Changes in Net Assets
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996 Series
------------------------------------------
1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment income ............................................. $ 148,374 $ 137,229 $ 126,935
Realized gain on securities transactions .......................... -- -- --
Net unrealized appreciation (depreciation) of investments ......... (1,121) (120,896) 8,942
----------- ----------- -----------
Net increase in net assets resulting from operations .............. 147,253 16,333 135,877
Capital Share
Transactions - Note 4
Redemption of Units ............................................... (8,970) -- --
----------- ----------- -----------
Net increase (decrease) in
net assets..................................................... 138,283 16,333 135,877
Net Assets:
Beginning of period ............................................... 1,845,762 1,829,429 1,693,552
----------- ----------- -----------
End of period ..................................................... $ 1,984,045 $ 1,845,762 $ 1,829,429
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
2006 Series
------------------------------------------
1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment income ............................................. $ 90,865 $ 90,387 $ 94,089
Realized gain on securities transactions .......................... 1,973 41,479 8,786
Net unrealized appreciation (depreciation) of investments ......... 281,043 (253,202) 176,266
----------- ----------- -----------
Net increase (decrease) in net assets resulting from operations ... 373,881 (121,336) 279,141
Capital Share
Transactions - Note 4
Redemption of Units ............................................... (16,208) (244,993) (51,719)
----------- ----------- -----------
Net increase (decrease) in
net assets ...................................................... 357,673 (366,329) 227,422
Net Assets:
Beginning of period ............................................... 1,114,294 1,480,623 1,253,201
----------- ----------- -----------
End of period ..................................................... $ 1,471,967 $ 1,114,294 $ 1,480,623
=========== =========== ===========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
1. Significant Accounting Policies
The Fund is registered under the Investment Company Act of 1940 as a unit
investment trust. Units of the Fund are sold only to separate investment
accounts of life insurance companies to fund variable life insurance policies.
The Fund's sponsor is Oppenheimer Funds Distributor, Inc. The following is a
summary of significant accounting policies consistently followed by the Fund.
The policies are in conformity with generally accepted accounting principles.
(a) Securities are stated at value as determined by the Evaluator based on
bid side evaluations for the securities.
(b) Cost of securities have been adjusted to include the accretion of
original issue discount on the Stripped Treasury Securities.
2. Net Capital
<TABLE>
<CAPTION>
December 31,
------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1996 Series
Cost of 1,996,283, 2,004,095, and 2,004,095 Units,
respectively ................................... $ 982,265 $ 991,255 $ 991,255
Less sales charge ................................. 15,989 16,008 16,009
---------- ---------- ----------
Net amount applicable to certificateholders ....... 966,276 975,247 975,246
Accretion of original issue discount .............. 1,010,472 862,097 724,869
Net unrealized appreciation of investments ........ 7,297 8,418 129,314
---------- ---------- ----------
Net capital applicable to certificateholders ...... $1,984,045 $1,845,762 $1,829,429
========== ========== ==========
2006 Series
Cost of 2,643,019, 2,678,166 and 3,220,427 Units,
respectively ................................... $ 764,716 $ 775,044 $ 934,290
Less sales charge ................................. 7,419 7,664 11,338
---------- ---------- ----------
Net amount applicable to certificateholders ....... 757,297 767,380 922,952
Accretion of original issue discount .............. 377,947 291,234 248,789
Net unrealized appreciation of investments ........ 336,723 55,680 308,882
---------- ---------- ----------
Net capital applicable to certificateholders ...... $1,471,967 $1,114,294 $1,480,623
========== ========== ==========
</TABLE>
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993 (Concluded)
- --------------------------------------------------------------------------------
3. Expenses
Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury Securities in each Series.
Any excess expenses are assumed by the Sponsor.
4. Capital Share Transactions
Issuance
Additional Units were issued by the Fund during the periods ended December 31,
1995, 1994 and 1993 as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1996.................... - - -
2006.................... - - -
</TABLE>
Redemption
During 1995, 1994 and 1993, the Sponsor elected to redeem units of the Fund as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1996.................... 7,812 - -
2006.................... 35,147 542,260 125,523
</TABLE>
The total proceeds were remitted to the sponsor.
5. Income Taxes
All income received, accretion of original issue discount, expenses paid, and
realized gains and losses on securities sold are attributable to the holder, on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.
At December 31, 1995, the cost of investment securities for Federal income tax
purposes was approximately equivalent to the adjusted cost as shown in each
Series' portfolio.
6. Distributions
It is anticipated that each Series will not make any distributions until the
first business day following the maturity of its holding in the Stripped
Treasury Securities which are non-interest bearing.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Portfolios as of December 31, 1995
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Series No. and Coupon Face Adjusted
Title of Securities Rates Maturities Amount Cost Value (*)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996 Series
Stripped Treasury Securities 0% 2-15-96 $1,996,282 $1,976,748 $1,984,045
========== ========== ==========
2006 Series
Stripped Treasury Securities 0% 2-15-06 $2,632,000 $1,122,041 $1,456,812
U.S. Treasury Notes ........ 10.75% 8-15-05 11,019 13,203 15,155
---------- ----------- ----------
Total.................. $2,643,019 $1,135,244 $1,471,967
========== =========== ==========
</TABLE>
- -------------------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
<TABLE>
<CAPTION>
Series Amount
------ ------
<S> <C>
1996.................................$1,984,139
2006................................. 1,477,711
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Independent Auditors' Report
- --------------------------------------------------------------------------------
We have audited the accompanying statements of condition, including the related
portfolios of the 1997 Series and the 2007 Series of the Oppenheimer Zero Coupon
U.S. Treasuries Trust, Series C, as of December 31, 1995 and the related
statements of operations and changes in net assets for the years ended December
31, 1995, 1994 and 1993. These financial statements are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust, Series C at December 31, 1995 and the results of its operations and
changes in its net assets, for the above stated periods, in conformity with
generally accepted accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
February 6, 1996
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Statements of Condition as of December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 2007
Series Series
- --------------------------------------------------------------------------------
<S> <C> <C>
Trust Property
Investment in marketable securities(see Portfolios) .. $2,735,922 $ 477,140
Cash ................................................. 3,819 739
Accrued interest receivable .......................... 167 357
---------- ----------
Total trust property ...................... 2,739,908 478,236
Less Liabilities ..................................... 3,986 1,096
---------- ----------
Net Assets - Note 2 .................................. $2,735,922 $ 477,140
========== ==========
Units Outstanding .................................... 2,973,342 915,372
========== ==========
Unit Value ........................................... $ .92015 $ .52125
========== ==========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 Series
-------------------------------------
1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income:
Interest Income ................................................. $ 1,327 $ 1,468 $ 1,831
Accretion of original issue discount ............................ 218,320 236,747 253,557
Trustee's fees and expenses - Note 3 ............................ (1,327) (1,468) (1,831)
--------- --------- ---------
Net investment income ........................................... 218,320 236,747 253,557
Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ........................ 16,984 80,455 39,770
Net change in unrealized appreciation
of investments ............................................. 84,363 (380,389) 47,606
--------- --------- ---------
Net gain (loss) on investments .................................. 101,347 (299,934) 87,376
--------- --------- ---------
Net Increase (decrease) in Net Assets Resulting
from Operations ............................................ $ 319,667 $ (63,187) $ 340,933
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
2007 Series
-------------------------------------
1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income:
Interest Income ................................................. $ 409 $ 441 $ 668
Accretion of original issue discount ............................ 28,781 33,681 39,285
Trustee's fees and expenses - Note 3 ............................ (409) (441) (668)
--------- --------- ---------
Net investment income ........................................... 28,781 33,681 39,285
Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ........................ -- 26,271 14,716
Net change in unrealized appreciation
of investments ............................................. 97,101 (116,237) 68,738
--------- --------- ---------
Net gain (loss) on Investments .................................. 97,101 (89,966) 83,454
--------- --------- ---------
Net Increase (decrease) in Net Assets Resulting
from Operations ............................................ $ 125,882 $ (56,285) $ 122,739
========= ========= =========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Statements of Changes in Net Assets
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 Series
------------------------------------------
1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment income ............................................ $ 218,320 $ 236,747 $ 253,557
Realized gain on securities transactions ......................... 16,984 80,455 39,770
Net unrealized appreciation (depreciation) of investments ........ 84,363 (380,389) 47,606
----------- ----------- -----------
Net increase ( decrease) in net assets resulting from operations . 319,667 (63,187) 340,933
Capital Share
Transactions - Note 4
Issuance of Units ................................................ -- -- --
Redemption of Units .............................................. (272,007) (679,914) (257,107)
----------- ----------- -----------
Net increase (decrease) in
net assets .................................................... 47,660 (743,101) 83,826
Net Assets:
Beginning of period ............................................ 2,688,262 3,431,363 3,347,537
----------- ----------- -----------
End of period .................................................. $ 2,735,922 $ 2,688,262 $ 3,431,363
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
2007 Series
------------------------------------------
1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment income ............................................ $ 28,781 $ 33,681 $ 39,285
Realized gain on securities transactions ......................... -- 26,271 14,716
Net unrealized appreciation (depreciation) of investments ........ 97,101 (116,237) 68,738
----------- ----------- -----------
Net increase (decrease) in net assets resulting from operations .. 125,882 (56,285) 122,739
Capital Share
Transactions - Note 4
Issuance of Units .................................................. -- 80,117 --
Redemption of Units ................................................ -- (300,198) (51,373)
----------- -----------
Net increase (decrease) in
net assets ....................................................... 125,882 (276,366) 71,366
Net Assets:
Beginning of period ................................................ 351,258 627,624 556,258
----------- ----------- -----------
End of period ...................................................... $ 477,140 $ 351,258 $ 627,624
=========== =========== ===========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
1. Significant Accounting Policies
The Fund is registered under the Investment Company Act of 1940 as a unit
investment trust. Units of the Fund are sold only to separate investment
accounts of life insurance companies to fund variable life insurance policies.
The Fund's Sponsor is Oppenheimer Funds Distributor, Inc. The following is a
summary of significant accounting policies consistently followed by the Fund.
The policies are in conformity with generally accepted accounting principles.
(a) Securities are stated at value as determined by the Evaluator based on
bid side evaluations for the securities.
(b) Cost of securities has been adjusted to include the accretion of
original issue discount on the Stripped Treasury Securities.
2. Net Capital
<TABLE>
<CAPTION>
December 31,
------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1997 Series
Cost of 2,973,342, 3,290,297 and 4,105,325 Units,
respectively ........................................ $1,501,215 $1,632,479 $1,964,823
Less sales charge ..................................... 16,801 18,167 22,692
---------- ---------- ----------
Net amount applicable to certificateholders ........... 1,484,414 1,614,312 1,942,131
Accretion of original issue discount .................. 1,103,843 1,010,649 1,045,542
Net unrealized appreciation of investments ............ 147,664 63,301 443,690
---------- ---------- ----------
Net capital applicable to certificateholders .......... $2,735,922 $2,688,262 $3,431,363
========== ========== ==========
2007 Series
Cost of 915,372, 915,372 and 1,477,056 Units,
respectively ........................................ $ 215,892 $ 215,892 $ 326,201
Less sales charge ..................................... 6,175 6,175 1,944
---------- ---------- ----------
Net amount applicable to certificateholders ........... 209,717 209,717 324,257
Accretion of original issue discount .................. 147,474 118,693 164,282
Net unrealized appreciation of investments ............ 119,949 22,848 139,085
---------- ---------- ----------
Net capital applicable to certificateholders .......... $ 477,140 $ 351,258 $ 627,624
========== ========== ==========
</TABLE>
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993 (Concluded)
- --------------------------------------------------------------------------------
3. Expenses
Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury Securities in each Series.
Any excess expenses are assumed by the Sponsor.
4. Capital Share Transactions
Issuance
Additional Units were issued by the Fund during the periods ended December 31,
1995, 1994 and 1993 as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1997......................... - - -
2007......................... - 214,022 -
</TABLE>
Redemption
During 1995, 1994 and 1993, the Sponsor elected to redeem Units of the Fund as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1997........................ 316,955 815,028 332,048
2007........................ - 775,706 135,648
</TABLE>
The total proceeds were remitted to the Sponsor.
5. Income Taxes
All income received, accretion of original issue discount, expenses paid, and
realized gains and losses on securities sold are attributable to the holder, on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.
At December 31, 1995, the cost of investment securities for Federal income tax
purposes was approximately equivalent to the adjusted cost as shown in each
Series' portfolio.
6. Distributions
It is anticipated that each Series will not make any distributions until the
first business day following the maturity of its holding in the Stripped
Treasury Securities which are non-interest bearing.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Portfolios as of December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Series No. and Coupon Face Adjusted
Title of Securities Rates Maturities Amount Cost Value (*)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1997 Series
Stripped Treasury Securities............... 0% 8-15-97 $2,955,000 $2,569,279 $2,717,270
U.S. Treasury Notes........................ 7.25% 11-15-96 18,342 18,979 18,652
---------- ---------- ----------
Total.................................... $2,973,342 $2,588,258 $2,735,922
========== ========== ==========
2007 Series
Stripped Treasury Securities............... 0% 2-15-07 $ 911,000 $ 352,073 $ 471,515
U.S. Treasury Notes........................ 9.375% 2-15-06 4,372 5,118 5,625
----------- ----------- -----------
Total.................................... $ 915,372 $ 357,191 $ 477,140
=========== =========== ===========
</TABLE>
- -------------------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
<TABLE>
<CAPTION>
Series Amount
------ ------
<S> <C>
1997................................. $2,737,650
2007................................. 479,184
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Independent Auditors' Report
- --------------------------------------------------------------------------------
We have audited the accompanying statements of condition, including the related
portfolios of the 1998 Series and the 2008 Series of the Oppenheimer Zero Coupon
U.S. Treasuries Trust, Series D, as of December 31, 1995 and the related
statements of operations and changes in net assets for the years ended December
31, 1995, 1994 and 1993. These financial statements are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust, Series D at December 31, 1995 and the results of its operations and
changes in its net assets, for the above stated periods, in conformity with
generally accepted accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
February 6, 1996
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Statements of Condition as of December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 2008
Series Series
- --------------------------------------------------------------------------------
<S> <C> <C>
Trust Property
Investment in marketable securities(see Portfolios) .... $ 898,194 $ 486,153
Cash ................................................... -- 2,501
Accrued interest receivable ............................ -- 58
---------- ----------
Total trust property ............................... 898,194 488,712
Less Liabilities ....................................... -- 2,559
---------- ----------
Net Assets-Note 2 ...................................... $ 898,194 $ 486,153
========== ==========
Units Outstanding ...................................... 1,015,000 1,023,236
========== ==========
Unit Value ............................................. $ .88492 $ .47511
========== ==========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Statements of Operations
For the years ended December 31, 1995, 1994, and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 Series
------------------------------------
1995 1994 1993
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income:
Interest Income ............................................ $ 115 $ 275 $ 74
Accretion of original issue discount ....................... 47,098 61,692 60,284
Trustee's fees and expenses - Note 3 ....................... (115) (275) (74)
--------- --------- ---------
Net investment income ...................................... 47,098 61,692 60,284
Realized and Unrealized Gain (loss) on Investments
Realized gain on securities transactions ................... 13,935 9,906 10,954
Net change in unrealized appreciation
of investments ........................................ 53,409 (111,726) 44,373
--------- --------- ---------
Net gain (loss) on investments ............................. 67,344 (101,820) 55,327
--------- --------- ---------
Net Increase (Decrease) in Net Assets Resulting
from Operations ....................................... $ 114,442 $ (40,128) $ 115,611
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
2008 Series
------------------------------------
1995 1994 1993
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income:
Interest Income ............................................ $ 457 $ 457 $ 561
Accretion of original issue discount ....................... 27,593 29,937 42,419
Trustee's fees and expenses-Note 3 ......................... (457) (457) (561)
--------- --------- ---------
Net investment income ...................................... 27,593 29,937 42,419
Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ................... -- 7,013 75,586
Net change in unrealized appreciation
of investments ........................................ 110,894 (92,900) 13,877
--------- --------- ---------
Net gain (loss) on investments ............................. 110,894 (85,887) 89,463
--------- --------- ---------
Net Increase (Decrease) in Net Assets Resulting
from Operations ....................................... $ 138,487 $ (55,950) $ 131,882
========= ========= =========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Statements of Changes In Net Assets
For the years ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 Series
------------------------------------------
1995 1994 1993
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment income ....................................... $ 47,098 $ 61,692 $ 60,284
Realized gain on securities transactions .................... 13,935 9,906 10,954
Net unrealized appreciation (depreciation) of investments ... 53,409 (111,726) 44,373
----------- ----------- -----------
Net increase (decrease) in net assets resulting from operations 114,442 (40,128) 115,611
Capital Share
Transactions - Note 4
Issuance of Units ........................................... 167,820 -- --
Redemption of Units ......................................... (214,483) (190,719) (66,466)
----------- ----------- -----------
Net increase (decrease) in
net assets .............................................. 67,779 (230,847) 49,145
----------- ----------- -----------
Net Assets:
Beginning of period ....................................... 830,415 1,061,262 1,012,117
----------- ----------- -----------
End of period ............................................. $ 898,194 $ 830,415 $ 1,061,262
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
2008 Series
------------------------------------------
1995 1994 1993
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment income ....................................... $ 27,593 $ 29,937 $ 42,419
Realized gain on securities transactions .................... -- 7,013 75,586
Net unrealized appreciation (depreciation) of investments ... 110,894 (92,900) 13,877
----------- ----------- -----------
Net increase (decrease) in net assets resulting from operations 138,487 (55,950) 131,882
Capital Share
Transactions - Note 4
Issuance of Units ........................................... -- -- --
Redemption of Units ......................................... -- (74,693) (279,036)
----------- ----------- -----------
Net increase (decrease) in
net assets ................................................ 138,487 (130,643) (147,154)
Net Assets:
Beginning of period ....................................... 347,666 478,309 625,463
----------- ----------- -----------
End of period ............................................. $ 486,153 $ 347,666 $ 478,309
=========== =========== ===========
</TABLE>
See Notes To Financial Statements
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Notes To Financial Statements
For the years ended December 31, 1995, 1994, and 1993
- --------------------------------------------------------------------------------
1. Significant Accounting Policies
The Fund is registered under the Investment Company Act of 1940 as a unit
investment trust. Units of the Fund are sold only to separate investment
accounts of life insurance companies to fund variable life insurance policies.
The Fund's sponsor is Oppenheimer Funds Distributor, Inc. The following is a
summary of significant accounting policies consistently followed by the Fund.
The policies are in conformity with generally accepted accounting principles.
(a) Securities are stated at value as determined by the Evaluator based on
bid side evaluations for the securities.
(b) Cost of securities has been adjusted to include the accretion of
original issue discount on the Stripped Treasury Securities.
2. Net Capital
<TABLE>
<CAPTION>
December 31,
-------------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1998 Series
Cost of 1,015,000, 1,075,187 and 1,321,762 Units,
respectively............................................................. $ 568,967 $ 518,346 $ 626,780
Less sales charge.......................................................... 7,618 7,952 9,397
--------- --------- -----------
Net amount applicable to certificateholders................................ 561,349 510,394 617,383
Accretion of original issue discount....................................... 189,725 226,310 238,442
Net unrealized appreciation of investments................................. 147,120 93,711 205,437
--------- --------- -----------
Net capital applicable to certificateholders............................... $ 898,194 $ 830,415 $1,061,262
========= ========= ===========
2008 Series
Cost of 1,023,236, 1,023,236 and 1,256,429 Units,
respectively............................................................. $ 192,831 $ 192,831 $ 236,061
Less sales charge.......................................................... 5,874 5,874 7,215
--------- --------- ------------
Net amount applicable to certificateholders................................ 186,957 186,957 228,846
Accretion of original issue discount....................................... 145,329 117,737 113,591
Net unrealized appreciation of investments................................. 153,866 42,972 135,872
--------- --------- ------------
Net capital applicable to certificateholders............................... $486,153 $ 347,666 $ 478,309
========= ========= ===========
</TABLE>
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Notes to Financial Statements
For the years ended December 31, 1995, 1994 and 1993 (Concluded)
- --------------------------------------------------------------------------------
3. Expenses
Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury Securities in each Series.
Any excess expenses are assumed by the Sponsor.
4. Capital Share Transactions
Issuance
Additional Units were issued by the Fund during the periods ended December
31, 1995, 1994 and 1993 as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1998.................... 201,286 - -
2008.................... - - -
</TABLE>
Redemption
During 1995, 1994 and 1993, the Sponsor elected to redeem Units of the
Fund as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1998.................... 261,473 246,575 87,239
2008.................... - 233,193 773,960
</TABLE>
The total proceeds were remitted to the Sponsor.
5. Income Taxes
All income received, accretion of original issue discount, expenses paid, and
realized gains and losses on securities sold are attributable to the holder, on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.
At December 31, 1995, the cost of investment securities for Federal income tax
purposes was approximately equivalent to the adjusted cost as shown in each
Series' portfolio.
6. Distributions
It is anticipated that each Series will not make any distributions until the
first business day following the maturity of its holding in the Stripped
Treasury Securities which are non-interest bearing.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Portfolios as of December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Series No. and Coupon Face Adjusted
Title of Securities Rates Maturities Amount Cost Value (*)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 Series
Stripped Treasury Securities ... 0% 5-15-98 $1,015,000 $ 751,074 $ 898,194
========== ========== ==========
2008 Series
Stripped Treasury Securities 0% 11-15-08 $1,018,000 $ 327,509 $ 479,916
U.S. Treasury Notes ............ 8.75% 11-15-08 5,236 4,778 6,237
---------- ---------- ----------
Total........................ $1,023,236 $ 332,287 $ 486,153
========== =========== ==========
</TABLE>
- -------------------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
<TABLE>
<CAPTION>
Series Amount
------ ------
<S> <C>
1998...................................$ 899,023
2008................................... 488,562
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Independent Auditors' Report
- --------------------------------------------------------------------------------
We have audited the accompanying statements of condition, including the related
portfolios of the 1999 Series and the 2009 Series of the Oppenheimer Zero Coupon
U.S. Treasuries Trust, Series E, as of December 31, 1995 and the related
statements of operations and changes in net assets for the years ended December
31, 1995, 1994 and 1993. These financial statements are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust, Series E at December 31, 1995 and the results of its operations and
changes in its net assets, for the above stated periods, in conformity with
generally accepted accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
February 6, 1996
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Statements of Condition As of December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 2009
Series Series
- --------------------------------------------------------------------------------
<S> <C> <C>
Trust Property
Investment in marketable securities (see Portfolios) ... 378,013 $165,314
Cash ................................................... -- 6,181
Accrued interest receivable ............................ 176 101
-------- --------
Total trust property ............................... 378,189 171,596
Less Liabilities ....................................... 176 6,282
-------- --------
Net Assets-Note 2 ...................................... $378,013 $165,314
======== ========
Units Outstanding ...................................... 450,273 359,216
Unit Value ............................................. $ .83952 $ .46021
======== ========
</TABLE>
See Notes to Financial Statements
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Statement of Operations
For the years ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 Series
-------------------------------------
1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income:
Interest Income ................................................. $ 207 $ 249 $ 255
Accretion of original issue discount ............................ 27,592 30,327 28,399
Trustee's fees and expenses - Note 3 ............................ (207) (249) (255)
-------- -------- --------
Net investment income ........................................... 27,592 30,327 28,399
Realized and Unrealized Gain (Loss) on Investments
Realized gain (loss) on securities transactions ................. 5,396 588 9,378
Net change in unrealized appreciation
of investments ............................................. 27,648 (53,426) 13,325
-------- -------- --------
Net gain (loss) on investments .................................. 33,044 (52,838) 22,703
-------- -------- --------
Net Increase (decrease) in Net Assets Resulting
from Operations ............................................ $ 60,636 $(22,511) $ 51,102
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
2009 Series
-------------------------------------
1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income:
Interest Income ................................................. $ 161 $ 220 $ 417
Accretion of original issue discount ............................ 9,738 15,548 22,463
Trustee's fees and expenses - Note 3 ............................ (161) (220) (417)
-------- -------- --------
Net investment income ........................................... 9,738 15,548 22,463
Realized and Unrealized Gain (Loss) on Investments
Realized gain (loss) on securities transactions ................. 961 2,176 20,020
Net change in unrealized appreciation
of investments ............................................. 38,500 (52,410) 33,888
-------- -------- --------
Net gain (loss) on investments .................................. 39,461 (50,236) 53,908
-------- -------- --------
Net Increase (decrease) in Net Assets Resulting
from Operations ............................................ $ 49,199 $(34,686) $ 76,371
======== ======== ========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero coupon U.S. Treasuries Trust, Series E
Statements of Changes in Net Assets
For the years ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 Series
---------------------------------------
1995 1994 1993
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment income ....................................... $ 27,592 $ 30,327 $ 28,399
Realized gain on securities transactions .................... 5,396 588 9,378
Net unrealized appreciation (depreciation) of investments ... 27,648 (53,426) 13,325
--------- --------- ---------
Net increase (decrease) in net assets resulting from operations 60,636 (22,511) 51,102
Capital Share
Transactions - Note 4
Issuance of Units ........................................... -- -- 36,091
Redemption of Units ......................................... (80,186) (8,623) (53,027)
--------- --------- ---------
Net increase (decrease) in
net assets ............................................... (19,550) (31,134) 34,166
Net Assets:
Beginning of period ....................................... 397,563 428,697 394,531
--------- --------- ---------
End of period ............................................. $ 378,013 $ 397,563 $ 428,697
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
2009 Series
---------------------------------------
1995 1994 1993
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment income ....................................... $ 9,738 $ 15,548 $ 22,463
Realized gain (loss) on securities transactions ............. 961 2,176 20,020
Net unrealized appreciation (depreciation) of investments ... 38,500 (52,410) 33,888
--------- --------- ---------
Net increase (decrease) in net assets resulting from operations 49,199 (34,686) 76,371
Capital Share
Transactions - Note 4
Issuance of units ........................................... -- -- --
Redemption of Units ......................................... (14,286) (129,221) (122,097)
--------- --------- ---------
Net increase (decrease) in
net assets ................................................ 34,913 (163,907) (45,726)
Net Assets:
Beginning of period ....................................... 130,401 294,308 340,034
--------- --------- ---------
End of period ............................................. $ 165,314 $ 130,401 $ 294,308
========= ========= =========
</TABLE>
See Notes to Financial Statements
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Notes to Financial Statements
For the years ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
1. Significant Accounting Policies
The Fund is registered under the Investment Company Act of 1940 as a unit
investment trust. Units of the Fund are sold only to separate investment
accounts of life insurance companies to fund variable life insurance policies.
The Fund's sponsor is Oppenheimer Funds Distributor, Inc. The following is a
summary of significant accounting policies consistently followed by the Fund.
The policies are in conformity with generally accepted accounting principles.
(a) Securities are stated at value as determined by the Evaluator based on bid
side evaluations for the securities.
(b) Cost of securities has been adjusted to include the accretion of original
issue discount on the Stripped Treasury Securities.
2. Net Capital
<TABLE>
<CAPTION>
December 31,
--------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1999 Series
Cost of 450,273, 555,805 and 567,866 Units, respectively $226,513 $272,841 $277,822
Less sales charge ...................................... 3,244 3,850 3,916
-------- -------- --------
Net amount applicable to certificateholders ............ 223,269 268,991 273,906
Accretion of original issue discount ................... 123,287 124,763 97,556
Net unrealized appreciation of investments ............. 31,457 3,809 57,235
-------- -------- --------
Net capital applicable to certificateholders ........... $378,013 $397,563 $428,697
======== ======== ========
2009 Series
Cost of 359,216, 399,352 and 802,717 Units, respectively $ 85,892 $ 94,983 $186,079
Less sales charge ...................................... 6,158 6,414 8,726
-------- -------- --------
Net amount applicable to certificateholders ............ 79,734 88,569 177,353
Accretion of original issue discount ................... 47,046 41,798 64,511
Net unrealized appreciation of investments ............. 38,534 34 52,444
-------- -------- --------
Net capital applicable to certificateholders ........... $165,314 $130,401 $294,308
======== ======== ========
</TABLE>
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Notes to Financial Statements
For the years ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
3. Expenses
Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury Securities in each Series.
Any excess expenses are assumed by the Sponsor.
4. Capital Share Transactions
Issuance
Additional Units were issued by the Fund during the periods ended December 31,
1995, 1994 and 1993 as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1999....................... - - 50,254
2009....................... - - -
</TABLE>
Redemption
During 1995, 1994 and 1993, the Sponsor elected to redeem Units of the Fund as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
1999........................ 105,532 12,061 75,380
2009........................ 40,136 403,365 351,189
</TABLE>
The total proceeds were remitted to the Sponsor.
5. Income Taxes
All income received, accretion of original issue discount, expenses paid, and
realized gains and losses on securities sold are attributable to the holder, on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.
At December 31, 1995, the cost of investment securities for Federal income tax
purposes was approximately equivalent to the adjusted cost as shown in each
Series' portfolio.
6. Distributions
It is anticipated that each Series will not make any distributions until the
first business day following the maturity of its holding in the Stripped
Treasury Securities which are non-interest bearing.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Portfolios as of December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Series No. and Coupon Face Adjusted
Title of Securities Rates Maturities Amount Cost Value (*)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1999 Series
Stripped Treasury Securities ............. 0% 5-15-99 $448,000 $344,127 $375,507
U.S. Treasury Notes ...................... 8.875% 2-15-99 2,273 2,429 2,506
-------- -------- --------
Total .................................... $450,273 $346,556 $378,013
======== ======== ========
2009 Series
Stripped Treasury Securities ............. 0% 05-15-09 $358,000 $124,278 $163,273
U.S. Treasury Notes ...................... 13.25% 05-15-14 1,216 2,502 2,041
-------- -------- --------
Total................................ $359,216 $126,780 $165,314
======== ======== ========
</TABLE>
- -----------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
<TABLE>
<CAPTION>
Series Amount
------ ------
<S> <C>
1999 .............................$378,508
2009 ............................. 166,164
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Independent Auditors' Report
- --------------------------------------------------------------------------------
We have audited the accompanying statement of condition, including the related
portfolio of the 2010 Series of the Oppenheimer Zero Coupon U.S. Treasuries
Trust, Series F, as of December 31, 1995 and the related statement of operations
and changes in net assets for the years ended December 31, 1995, 1994 and 1993.
These financial statements are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust, Series F at December 31, 1995 and the results of its operations and
changes in its net assets, for the above stated periods, in conformity with
generally accepted accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
February 6, 1996
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Statement of Condition as of December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2010
Series
- --------------------------------------------------------------------------------
<S> <C>
Trust Property
Investment in marketable securities (see Portfolio) ............. $ 995,779
Cash ............................................................ 5,149
Accrued interest receivable ..................................... 890
---------
Total trust property ................................. 1,001,818
Less Liabilities ................................................ 6,039
---------
Net Assets - Note 2 ............................................ $ 995,779
=========
Units Outstanding ............................................... 2,277,690
=========
Unit Value ...................................................... $ .43719
=========
</TABLE>
See Notes to Financial Statements
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Statement of Operations
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2010
Series
- -------------------------------------------------------------------------------------------------------------------
1995 1994
1993
---- ----
----
<S> <C> <C> <C>
Investment Income:
Interest Income............................................................ $ 972 $ 667 $
794
Accretion of original issue discount....................................... 45,398 34,853
37,999
Trustee's fees and expenses - Note 3....................................... (972) (667)
(794)
---------- -----------
- -----------
Net investment income...................................................... 45,398 34,853
37,999
Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions................................... 7,439 13,974
15,524
Net change in unrealized appreciation
of investments........................................................ 179,203 (114,358)
71,612
------- --------
- ---------
Net gain (loss) on investments............................................. 186,642 (100,384)
87,136
------- --------
- ---------
Net Increase (Decrease) in Net Assets Resulting
from Operations....................................................... $232,040 $ (65,531)
$ 125,135
======= ==========
=========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Statement of Changes in Net Assets
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2010
Series
- -----------------------------------------------------------------------------------------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Operations
Net investment income................................................... $ 45,398 $ 34,853 $ 37,999
Realized gain on securities transactions................................ 7,439 13,974 15,524
Net unrealized appreciation (depreciation) of investments............... 179,203 (114,358) 71,612
---------- --------- ---------
Net increase (decrease) in net assets resulting from operations......... 232,040 (65,531) 125,135
Capital Share
Transactions - Note 4
Issuance of Units....................................................... 393,549 - -
Redemption of Units..................................................... (74,072) (104,416) (152,570)
---------- --------- ---------
Net increase (decrease) in
net assets............................................................ 551,517 (169,947) (27,435)
Net Assets:
Beginning of period................................................... 444,262 614,209 641,644
---------- --------- ---------
End of period......................................................... $995,779 $ 444,262 $ 614,209
======== ========= =========
</TABLE>
See Notes to Financial Statements
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
1. Significant Accounting Policies
The Fund is registered under the Investment Company Act of 1940 as a unit
investment trust. Units of the Fund are sold only to separate investment
accounts of life insurance companies to fund variable life insurance policies.
The Fund's sponsor is Oppenheimer Funds Distributor, Inc. The following is a
summary of significant accounting policies consistently followed by the Fund.
The policies are in conformity with generally accepted accounting principles.
(a) Securities are stated at value as determined by the Evaluator based on bid
side evaluations for the securities.
(b) Cost of securities have been adjusted to include the accretion of original
issue discount on the Stripped Treasury Securities.
2. Net Capital
<TABLE>
<CAPTION>
December 31,
-------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
2010 Series
Cost of 2,277,690, 1,451,539 and 1,776,780 Units, respectively ....... $699,696 $352,736 $423,138
Less sales charge .................................................... 13,503 7,819 1,237
-------- -------- --------
Net amount applicable to certificateholders .......................... 686,193 344,917 421,901
Accretion of original issue discount ................................. 115,617 84,579 63,184
Net unrealized appreciation of investments ........................... 193,969 14,766 129,124
-------- -------- --------
Net capital applicable to certificateholders ......................... $995,779 $444,262 $614,209
======== ======== ========
</TABLE>
3. Expenses
Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury Securities in each Series.
Any excess expenses are assumed by the Sponsor.
4. Capital Share Transactions
Issuance
Additional Units were issued by the Fund during the periods ended December 31,
1995, 1994 and 1993, as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
2010 .................... 1,046,994 - -
</TABLE>
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
Redemptions
During 1995, 1994 and 1993, the Sponsor elected to redeem Units of the Fund, as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
2010.......... 220,843 325,241 542,068
</TABLE>
The total proceeds were remitted to the Sponsor.
5. Income Taxes
All income received, accretion of original issue discount, expenses paid, and
realized gains and losses on securities sold are attributable to the holder, on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.
At December 31, 1995, the cost of investment securities for Federal income tax
purposes was approximately equivalent to the adjusted cost as shown in each
Series' portfolio.
6. Distributions
It is anticipated that the Series will not make any distributions until the
first business day following the maturity of its holding in the Stripped
Treasury Securities which are non-interest bearing.
<PAGE>
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Portfolio as of December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Series No. and Coupon Face Adjusted
Title of Securities Rates Maturities Amount Cost Value (*)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2010 Series
Stripped Treasury Securities............ 0% 2-15-10 $2,269,000 $ 789,171 $ 983,385
U.S. Treasury Notes..................... 11.75% 2-15-10 8,690 12,639 12,394
------------ ---------- ----------
Total................................ $2 277,690 $ 801,810 $ 995,779
============ ========== ==========
</TABLE>
- ------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
<TABLE>
<CAPTION>
Series Amount
------ ------
<S> <C>
2010....................................$1,001,192
</TABLE>
See Notes to Financial Statements.
<PAGE>
INDEPENDENT AUDITORS' REPORT
OppenheimerFunds Distributor, Inc.:
We have audited the statement of financial condition of OppenheimerFunds
Distributor, Inc. as of December 31, 1995, that you are filing pursuant
to Rule 17a-5 under the Securities Exchange Act of 1934. This financial
statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the statement of financial
condition is free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
statement of financial condition. An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall statement of financial condition
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, such statement of financial condition presents fairly,
in all material respects, the financial position of OppenheimerFunds
Distributor, Inc. at December 31, 1995, in conformity with generally
accepted accounting principles.
February 9, 1996
<PAGE>
OppenheimerFunds Distributor, Inc.
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1995
------------
CURRENT ASSETS:
<S> <C>
Cash $ 17,224,806
Investment in affiliated money market mutual fund 17,765,691
Receivables:
Brokers and dealers 36,511,409
Mutual funds managed by affiliated companies 10,279,845
Affiliated companies 27,550,612
Income taxes 36,679,225
Other 1,964,980
Other current assets 3,899,248
------------
Total current assets 151,875,816
------------
OTHER ASSETS:
Deferred sales commissions 153,384,962
------------
TOTAL $305,260,778
============
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Subscriptions payable to managed mutual funds $ 49,714,600
Payable to brokers and dealers 11,335,117
Accounts payable and accrued expenses 4,548,429
Payable to affiliated companies 196,557
------------
Total current liabilities 65,794,703
------------
OTHER LIABILITIES:
Deferred income taxes 59,744,929
------------
TOTAL 125,539,632
------------
COMMITMENTS
SHAREHOLDER'S EQUITY:
Common stock; $300 stated value; 200 shares
authorized; 100 shares issued and outstanding 30,000
Additional paid-in capital 170,641,351
Retained earnings 9,049,795
------------
Shareholder's equity 179,721,146
------------
TOTAL $305,260,778
============
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
<PAGE>
OppenheimerFunds Distributor, Inc.
NOTES TO STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
1. THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
OppenheimerFunds Distributor, Inc. (formerly Oppenheimer Funds
Distributor, Inc.) (Company) acts as general distributor for the sale
and distribution of shares of registered investment companies (hereafter
referred to as "mutual funds") which are managed by OppenheimerFunds,
Inc. (OFI), (formerly Oppenheimer Management Corporation). The Company
is a wholly-owned subsidiary of OFI, a wholly-owned subsidiary of
Oppenheimer Acquisition Corporation (OAC), which is controlled by
Massachusetts Mutual Life Insurance Company (MassMutual) and senior
management of OFI.
Investment in Money Market Mutual Fund - The Company invests available
cash in a money market mutual fund managed by OFI. The investment is
recorded at cost which equals market.
Deferred Sales Commissions - Sales commissions paid to brokers and
dealers in connection with sales of shares of certain mutual funds are
charged to deferred sales commissions and amortized generally over six
years. Early withdrawal charges received by the Company from redeeming
shareholders reduce unamortized deferred sales commissions.
Income Taxes - MassMutual files a consolidated federal income tax return
which includes the Company. Income taxes are recorded as if the Company
filed on a separate return basis.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
2. TRANSACTIONS WITH BROKERS AND DEALERS
The Company acts as general distributor for the sale and distribution of
shares of several mutual funds. In this capacity, the Company records a
receivable when it issues confirmations of all accepted purchase orders
to the originating brokers and dealers; at the same time, the Company
records a liability to the mutual funds equal to the net asset value of
all shares subject to such confirmations. This liability must be paid
to the mutual funds within 8 business days unless the trade is canceled.
If the originating broker or dealer fails to make timely settlement of
its purchase order under the terms of its dealer agreement with the
Company, the Company may cancel the purchase order and hold responsible
the originating broker or dealer.
-2-
<PAGE>
When brokers and dealers place share redemption orders with the Company,
a receivable is recorded from the mutual funds equal to the net asset
value of all shares redeemed; at the same time, the Company records a
corresponding liability payable to the originating brokers and dealers.
3. RELATED PARTIES AND OTHER MATTERS
The following is a summary of the significant transactions and relation-
ships with affiliated companies and other related parties as of
December 31, 1995:
Officers and Directors of the Company; Shareholders of OAC - Several
officers and directors of the Company and shareholders of OAC are also
officers and directors or trustees of the mutual funds distributed by
the Company.
4. INCOME TAXES
Deferred tax assets of $1,727,331 have been recorded in the accompanying
financial statements. These amounts primarily relate to the benefit
associated with certain state tax loss carryforwards. If not used in
the interim, these loss carryforwards will generally expire by
December 31, 2010. A valuation allowance has not been recorded with
respect to this deferred tax asset. Deferred tax liabilities of
$61,472,260 have also been recorded. These amounts relate primarily to
the current deduction, for tax purposes, of deferred sales commissions
which are amortized over six years for book purposes.
5. NET CAPITAL REQUIREMENT
As a broker and dealer registered with the Securities and Exchange
Commission, the Company is required to maintain minimum net capital, as
defined in Rule 15c3-1 of the Securities Exchange Act of 1934, equiva-
lent to 6-2/3% of aggregate indebtedness, as defined, or $100,000,
whichever is greater. At December 31, 1995, the Company had net capital
of $18,443,872 which exceeded requirements of $4,386,314 by $14,057,558.
<PAGE>
Sponsor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Trustee
The Chase Manhattan Bank, N.A.
770 Broadway
New York, New York 10003
Evaluator
Interactive Data Corporation
Suite 501
350 South Figueroa
Los Angeles, CA 90071
Auditors
Deloitte & Touche LLP
555 Seventeenth Street, Suite 3600
Denver, Colorado 80202
No dealer, broker, salesperson or any other person has been
authorized to give any information or to make any representations
other than those contained in this Prospectus, and if given or
made, such information and representations must not be relied upon
as having been authorized by the Fund, OppenheimerFunds
Distributor, Inc., or any affiliate thereof. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby in any state to any person
to whom it is unlawful to make such an offer in such state.
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned registrants hereby
undertake to file with the Securities and Exchange Commission such
supplementary and periodic information, documents, and reports as
may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted pursuant to authority
conferred in that section.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrants, Oppenheimer Zero Coupon U.S. Treasuries Trust,
Series A, Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B,
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C,
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D,
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E, and
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F, certify
that they meet all the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York on
the 18th day of April, 1996.
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES A
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES B
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES C
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES D
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES E
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES F
By: OppenheimerFunds Distributor, Inc. (Depositor)
By: /s/ Andrew J. Donohue
---------------------------
Andrew J. Donohue, Executive Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on behalf of
Oppenheimer Funds Distributor, Inc., the Depositor, by the
following persons who constitute a majority of its Board of
Directors in the following capacities and in the City of New York,
and State of New York, on this 18th day of April 1996.
OppenheimerFunds Distributor, Inc.
Name Office
/s/ Tilghman G. Pitts, III Chairman & Director
- --------------------------
Tilghman G. Pitts, III
/s/ Andrew J. Donohue Executive Vice President &
- ----------------------- Director
Andrew J. Donohue
<PAGE>
INDEPENDENT AUDITORS' CONSENT
Oppenheimer Zero Coupon U.S. Treasuries Trust:
We consent to the use in Post-Effective Amendment No. 15 to
Registration Statement No. 2-94658, Post-Effective Amendment No. 11
to Registration Statement No. 33-3064, Post-Effective Amendment No.
9 to Registration Statement No. 33-14018, Post-Effective Amendment
No. 8 to Registration Statement No. 33-21468, Post-Effective
Amendment No. 7 to Registration Statement No. 33-28370, and Post-
Effective Amendment No. 6 to Registration Statement No. 33-34636,
on Form S-6, of our reports dated February 8, 1996 relating to the
financial statements, including the related portfolios, of
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A, B, C, D,
E and F and our report dated February 6, 1996, relating to the
statement of financial condition of OppenheimerFunds Distributor,
Inc., appearing in the Prospectus, which is a part of such
Registration Statements, and to the reference to us under the
heading "Auditors" in such Prospectus.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
April 29, 1996
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following papers and
documents:
The facing sheet.
The Prospectus.
The Undertaking to file reports.
The signatures.
Written consents of the following persons:
Deloitte & Touche LLP
Gordon Altman Butowsky Weitzen Shalov & Wein (see Exhibit
3, below)
The following Exhibits:
1. A. (1) Standard Terms and Conditions of Trust dated March 20,
1985 among Oppenheimer Investor Services, Inc. as
Depositor, United States Trust Company of New York as
Trustee and Interactive Data Services as Evaluator:
Filed herewith.
(2) Reference Trust Indenture
(a) As to Series A of Oppenheimer Zero Coupon U.S.
Treasuries Trust (Reg. No. 2-94658), filed with Pre-
Effective Amendment No. 1 to its Registration Statement
on Form S-6, March 28, 1985, refiled herewith pursuant
to Regulation S-T, and incorporated herein by
reference.
(b) As to Series B (Reg. No. 33-3064), filed with its
Registration Statement on Form S-6, February 3, 1986,
refiled herewith pursuant to Regulation S-T, and
incorporated herein by reference.
(c) As to Series C (Reg. No. 33-14018), filed with its
Registration Statement on Form S-6, May 4, 1987,
refiled herewith pursuant to Regulation S-T, and
incorporated herein by reference.
(d) As to Series D (Reg. No. 33-21468), filed with its
Registration Statement on Form S-6, May 2, 1988,
refiled herewith pursuant to Regulation S-T, and
incorporated herein by reference.
(e) As to Series E (Reg. No. 33-28370), filed with its
Registration Statement on Form S-6, May 1, 1989,
refiled herewith pursuant to Regulation S-T, and
incorporated herein by reference.
(f) As to Series F (Reg. No. 33-34636), filed with its
Registration Statement on Form S-6, May 1, 1990,
refiled herewith pursuant to Regulation S-T, and
incorporated herein by reference.
(3) Not Applicable.
(4) Not Applicable.
(5) Specimen Certificate [see Section 1.02(2) of Standard
Terms and Conditions of Trust]: Filed with the
Registration Statement on Form S-6 of Oppenheimer Zero
Coupon U.S. Treasuries Trust, Series A, December 3,
1984 (Reg. No. 2-94658), refiled herewith pursuant to
Regulation S-T, and incorporated herein by reference.
(6) (a) Articles of Incorporation of Depositor: Filed
with the Registration Statement on Form S-6 of
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series
A, December 3, 1984 (Reg. No. 2-94658), refiled
herewith pursuant to Regulation S-T, and incorporated
herein by reference.
(b) By-Laws of Depositor: Filed with the Registration
Statement on Form S-6 of Oppenheimer Zero Coupon U.S.
Treasuries Trust, Series A, December 3, 1984 (Reg. No.
2-94658), refiled herewith pursuant to Regulation S-T,
and incorporated herein by reference.
(7) Not Applicable.
(8) Not Applicable.
(9) (a) Form of Undertaking by Sponsor to Maintain a
Secondary Market in Units: As to Series A of
Oppenheimer Zero Coupon U.S. Treasuries Trust (Reg. No.
2-94658), filed with Pre-Effective Amendment No. 1 to
its Registration Statement on Form S-6, March 28, 1985,
refiled herewith pursuant to Regulation S-T, and
incorporated herein by reference.
(b) Form of Undertaking by Sponsor to Maintain a
Secondary Market in Units: As to Series B (Reg. No.
33-3064) and subsequent series, filed with the
Registration Statement of Series B on Form S-6,
February 3, 1986, refiled herewith pursuant to
Regulation S-T, and incorporated herein by reference.
(c) Form of Undertaking by Oppenheimer Management
Corporation, as the immediate parent of the Sponsor, to
maintain a Secondary Market in Units should the Sponsor
be unable to maintain such Secondary Market: As to
Series A of Oppenheimer Zero Coupon U.S. Treasuries
Trust (Reg. No. 2-94658), filed with Pre-Effective
Amendment No. 2 to its Registration Statement on Form
S-6, April 9, 1985, refiled herewith pursuant to
Regulation S-T, and incorporated herein by reference.
(d) Form of Undertaking by Oppenheimer Management
Corporation, as the immediate parent of the Sponsor, to
maintain a Secondary Market in Units should the Sponsor
be unable to maintain such Secondary Market: As to
Series B (Reg. No. 33-3064) and subsequent Series,
filed with the Registration Statement of Series B on
Form S-6, February 3, 1986, refiled herewith pursuant
to Regulation S-T, and incorporated herein by
reference.
(10) Not Applicable.
2. See 1.A.(5) above.
3. Opinion and Consent of Gordon Hurwitz Butowsky Weitzen Shalov
& Wein
A. As to Series A of Oppenheimer Zero Coupon U.S. Treasuries
Trust (Reg. No. 2-94658), filed with Pre-Effective Amendment
No. 1 to its Registration Statement on Form S-6, March 28,
1985, refiled herewith pursuant to Regulation S-T, and
incorporated herein by reference.
B. As to Series B (Reg. No. 33-3064), filed with its
Registration Statement on Form S-6, February 3, 1986, refiled
herewith pursuant to Regulation S-T, and incorporated herein
by reference.
C. As to Series C (Reg. No. 33-14018), filed with its
Registration Statement on Form S-6, May 4, 1987, and
incorporated herein by reference.
D. As to Series D (Reg. No. 33-21468), filed with its
Registration Statement on Form S-6, May 2, 1988, refiled
herewith pursuant to Regulation S-T, and incorporated herein
by reference.
E. As to Series E (Reg. No. 33-28370), filed with its
Registration Statement on Form S-6, May 1, 1989, and
incorporated herein by reference.
F. As to Series F (Reg. No. 33-34636), filed with its
Registration Statement on Form S-6, May 1, 1990, refiled
herewith pursuant to Regulation S-T, and incorporated herein
by reference.
4. Not Applicable.
5. Not Applicable.
6. Not Applicable.
Exhibit 1.A.(6)(a)
CERTIFICATE OF INCORPORATION
OF
OPPENHEIMER INVESTOR SERVICES, INC.
Under Section 402 of the New York Business Corporation Law
-----------------------------
The undersigned, being a natural person of at least twenty-one
years of age and acting as the incorporator of the corporation
hereby being formed under the Business Corporation Law, certifies
that:
FIRST: The name of the corporation is:
OPPENHEIMER INVESTOR SERVICES, INC.
SECOND: The corporation is formed for the following purpose
or purposes:
(a) To engage in the rendering of investment management
services; to analyze industries, businesses, corporations,
securities and/or commodities of all types; to compile, render
and issue statistical, financial and economic research
statements; to perform any and all related or similar services
and functions; and to purchase, underwrite, hold, trade or
deal in any securities or other personal or real property, and
to form, manage or participate in any syndicates or other
associations or organizations to do the same.
(b) To carry on a general mercantile, industrial,
investing and trading business in all its branches; to devise,
invent, manufacture, fabricate, assemble, install, service,
maintain, alter, buy, sell, import, export, license as
licensor or licensee, lease as lessor or lessee, distribute,
job, enter into, negotiate, execute, acquire, and assign
contracts in respect of, acquire, receive, grant, and assign
licensing arrangements, options, franchises, and other rights
in respect of, and generally deal in and with at wholesale or
retail, as principal, and as sales, business, special, or
general agent, representative, broker, factor, merchant,
distributor, jobber, advisor, and in any other lawful
capacity, goods, wares, merchandise, commodities, and
unimproved, improved, finished, processed, and other real,
personal and mixed property of any and all kinds, together
with the components, resultants, and by-products thereof; to
acquire by purchase or otherwise own, hold, lease, mortgage,
sell, or otherwise dispose of, erect, construct, make, alter,
enlarge, improve, and to aid or subscribe toward the
construction, acquisition or improvement of any factories,
shops, storehouses, buildings, and commercial and retail
establishments of every character, including all equipment,
fixtures, machinery, implements and supplies necessary, or
incidental to, or connected with, any of the purposes or
business of the
corporation; and generally to perform any and all acts connected
therewith or arising therefrom or incidental thereto, and all acts
proper or necessary for the purposes of the business.
(c) To engage generally in the real estate business as
principal, agent, broker, and in any lawful capacity, and
generally to take, lease, purchase, or otherwise acquire, and
to own, use, hold, sell, convey, exchange, lease, mortgage,
work, clear, improve, develop, divide and otherwise handle,
manage, operate, deal in and dispose of real estate, real
property, lands, multiple-dwelling structures, houses,
buildings and other works and any interest or right therein;
to take, lease, purchase or otherwise acquire and to own, use,
hold, sell, convey, exchange, hire, lease, pledge, mortgage,
and otherwise handle, and deal in and dispose of, as principal
agent, broker, and in any lawful capacity, such personal
property, chattels, chattels real, rights, easements,
privileges, choses in action, notes, bonds, mortgages, and
securities as may lawfully be acquired, held, or disposed of;
and to acquire, purchase, sell, assign, transfer, dispose of,
and generally deal in and with, as principal, agent, broker,
and in any lawful capacity, mortgages and other interests in
real, personal, and mixed properties; to carry on a general
construction, contracting, building, and realty management
business as principal, agent, representative, contractor,
subcontractor, and in any other lawful capacity.
(d) To apply for, register, obtain, purchase, lease,
take licenses in respect of or otherwise acquire, and to hold,
own, use, operate, develop, enjoy, turn to account, grant
licenses and immunities in respect of, manufacture under and
to introduce, sell, assign, mortgage, pledge or otherwise
dispose of, and, in any manner deal with and contract with
reference to:
(i) inventions, devices, formulas, processes, and
any improvements and modifications thereof;
(ii) letters patent, patent rights, patented
processes, copyrights, designs, and similar rights,
trademarks, trade symbols and other indications of origin
and ownership granted by or recognized under the laws of
the United States of America or any state or subdivision
thereof, or of any foreign country or subdivision
thereof, and all rights connected therewith or
appertaining thereunto;
(iii) franchises, licenses, grants and concessions,
(e) To engage generally in the distribution,
underwriting or sale of insurance (life, fire, disability,
casualty, auto, title, accident, health or any other type of
insurance); annuities (fixed, variable, investment or any
other type of annuity); or in any other product, contract,
policy, or promise that may be lawfully issued, entered into
or made by an insurance, reinsurance, casualty company or any
other legally authorized company or entity.
(f) To do all and everything necessary, suitable, or
proper for the accomplishments of any of the foregoing
purposes and the attainment of any of the foregoing objects
and to have in furtherance thereof all of the powers conferred
upon corporations organized under the Business Corporation
Law, subject to any limitations thereof contained in this
Certificate of Incorporation or in the laws of the State of
New York.
THIRD: The office of the corporation is to be located in the
City, County and State of New York.
FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is two hundred (200), all of which
are without par value, all of which are of the same class and all
of which are to be designated as common shares.
FIFTH: No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any shares of any class of the
corporation which the corporation proposes to issue or any rights
or options which the corporation proposes to grant for the purchase
of shares of any class of the corporation or for the purchase of
any shares, bonds, securities, or obligations of the corporation
which are convertible into or exchangeable for, or which carry any
rights, to subscribe for, purchase, or otherwise acquire shares of
any class of the corporation; and any and all such shares, bonds,
securities or obligations of the corporation, whether now or
hereafter authorized or created, may be issued, or may be reissued
or transferred if the same have been reacquired and have treasury
status, and any and all of such rights and options may be granted
by the Board of Directors to such persons, firms, corporations and
associations, and for such lawful consideration, and on such terms,
as the Board of Directors in its discretion may determine, without
first offering the same, or any thereof, to any said holder.
Without limiting the generality of the foregoing stated denial of
any and all preemptive rights, no holder of shares of any class of
the corporation shall have any preemptive rights in respect of the
matters, proceedings, or transactions specified in subparagraphs
(1) to (6), inclusive, of paragraph (e) of Section 622 of the
Business Corporation Law.
SIXTH: The Secretary of State is designated as the agent of
the corporation upon whom process against the corporation may be
served. The post office address within the State of New York to
which the Secretary of State shall mail a copy of any process
against the corporation served upon him is:
c/o Oppenheimer Management Corporation
One New York Plaza
New York, New York 10004
SEVENTH: The fiscal year of the corporation shall begin on
February 1 and end on January 31 of each year.
EIGHTH: Except as may otherwise be specifically provided in
this certificate of incorporation, no provision of this certificate
of incorporation is intended by the corporation to be construed as
limiting, prohibiting, denying, or abrogating any of the general or
specific powers or rights conferred under the Business Corporation
Law upon the corporation, upon its shareholders, bondholders, and
security holders, and upon its directors, officers, and other
corporate personnel, including, in particular, the power of the
corporation to furnish indemnification to directors and officers in
the capacities defined and prescribed by the Business Corporation
Law and the defined and prescribed rights of said persons to
indemnification as the same are conferred by the Business
Corporation Law.
Dated: June 23, 1978
/s/ Thomas F. Konop
--------------------------------
Thomas F. Konop, Incorporator
One New York Plaza
New York, New York 10004
legag\100#6
Exhibit 1.A.(6)(b)
BY LAWS
OF
Oppenheimer Investor Services, Inc.
ARTICLE I - OFFICES
The office of the Corporation shall be located in the City, County
and State designated in the Certificate of Incorporation. The
Corporation may also maintain offices at such other places within
or without the United States as the Board of Directors may, from
time to time, determine.
ARTICLE II - MEETING OF SHAREHOLDERS
Section 1 - Annual Meeting:
The annual meeting of the shareholders of the Corporation shall be
held within five months after the close of the fiscal year of the
Corporation, for the purpose of electing directors, and transacting
such other business as may properly come before the meeting.
Section 2 - Special Meetings:
Special meetings of the shareholders may be called at any time by
the Board of Directors or by the President, and shall be called by
the President or the Secretary at the written request of the
holders of ten per cent (10%) of the shares then outstanding and
entitled to vote thereat, or as otherwise required under the
provisions of the Business Corporation Law.
Section 3 - Place of Meetings:
All meetings of shareholders shall be held at the principal office
of the Corporation, or at such other places within or without the
State of New York as shall be designated in the notices or waivers
of notice of such meetings.
Section 4 - Notice of Meetings:
(a) Written notice of each meeting of shareholders, whether annual
or special, stating the time when and place where it is to be held,
shall be served either personally or by mail, not less than ten or
more than fifty days before the meeting, upon each shareholder of
record entitled to vote at such meeting, and to any other
shareholder to whom the giving of notice may be required by law.
Notice of a special meeting shall also state the purpose or
purposes for which the meeting is called, and shall indicate that
it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is
proposed to be taken that would, if taken, entitle shareholders to
receive payment for their shares pursuant to the Business
Corporation Law, the notice of such meeting shall include a
statement of that purpose and to that effect. If mailed, such
notice shall be directed to each such shareholder at his address,
as it appears on the records of the shareholders of the
Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which case, it
shall be made to the address designated in such request.
(b) Notice of any meeting need not be given to any person who may
become a shareholder of record after the mailing of such notice and
prior to the meeting, or to any shareholder who attends such
meeting, in person or by proxy, or to any shareholder who, in
person or by proxy, submits a signed waiver of notice either before
or after such meeting. Notice of any adjourned meeting of
shareholders need not be given, unless otherwise required by
statute.
Section 5 - Quorum:
(a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments
thereof being hereinafter collectively referred to as the
"Certificate of Incorporation"), at all meetings of shareholders of
the Corporation, the presence at the commencement of such meetings
in person or by proxy of shareholders holding of record a majority
of the total number of shares of the Corporation then issued and
outstanding and entitled to vote, shall be necessary and sufficient
to constitute a quorum for the transaction of any business. The
withdrawal of any shareholder after the commencement of a meeting
shall have no effect on the existence of a quorum, after a quorum
has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special
meeting of shareholders, the shareholders, by a majority of the
votes cast by the holders of shares entitled to vote thereon, may
adjourn the meeting. At any such adjourned meeting at which a
quorum is present, any business may be transacted which might have
been transacted at the meeting as originally called if a quorum had
been present.
Section 6 - Voting:
(a) Except as otherwise provided by statute or by the Certificate
of Incorporation, any corporate action, other than the election of
directors to be taken by vote of the shareholders, shall be
authorized by a majority of votes cast at a meeting of shareholders
by the holders of shares entitled to vote thereon.
(b) Except as otherwise provided by statute or by the Certificate
of Incorporation, at each meeting of shareholders, each holder of
record of stock of the Corporation entitled to vote thereat, shall
be entitled to one vote for each share of stock registered in his
name on the books of the Corporation.
(c) Each shareholder entitled to vote or to express consent or
dissent without a meeting, may do so by proxy; provided, however,
that the instrument authorizing such proxy to act shall have been
executed in writing by the shareholder himself, or by his attorney-
in-fact thereunto duly authorized in writing. No proxy shall be
valid after the expiration of eleven months from the date of its
execution, unless the persons executing it shall have specified
therein the length of time it is to continue in force. Such
instrument shall be exhibited to the Secretary at the meeting and
shall be filed with the records of the Corporation.
(d) Any resolution in writing, signed by all of the shareholders
entitled to vote thereon, shall be and constitute action by such
shareholders to the effect therein expressed, with the same force
and effect as if the same had been duly passed by unanimous vote at
a duly called meeting of shareholders and such resolution so signed
shall be inserted in the Minute Book of the Corporation under its
proper date.
ART ICLE III - BOARD OF DIRECTORS
Section 1 - Number, Election and Term of Office:
(a) The number of the directors of the Corporation shall be
between five and ten, unless and until otherwise determined by vote
of a majority of the entire Board of Directors. The number of
Directors shall not be less than three, unless all of the
outstanding shares are owned beneficially and of record by less
than three shareholders, in which event the number of directors
shall not be less than the number of shareholders.
(b) Except as may otherwise be provided herein or in the
Certificate of Incorporation, the numbers of the Board of Directors
of the Corporation, who need not be shareholders, shall be elected
by a majority of the votes cast at a meeting of shareholders, by
the holders of shares entitled to vote in the election,
(c) Each director shall hold office until the annual meeting of
the shareholders next succeeding his election, and until his
successor is elected and qualified, or until his prior death,
resignation or removal.
Section 2 - Duties and Powers:
The Board of Directors shall be responsible for the control and
management of the affairs, property and interests of the
Corporation, and may exercise all powers of the Corporation, except
as are in the Certificate of Incorporation or by statue expressly
conferred upon or reserved to the shareholders.
Section 3 - Annual and Regular Meetings; Notice:
(a) A regular annual meeting of the Board of Directors shall be
held immediately following the annual meeting of the shareholders,
at the place of such annual meeting of shareholders.
(b) The Board of Directors, from time to time, may provide by
resolution for the holding of other regular meetings of the Board
of Directors, and may fix the time and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall
not be required to be given and, if given, need not specify the
purpose of the meeting; provided, however, that in case the Board
of Directors shall fix or change the time or place of any regular
meeting, notice of such action shall be given to each director who
shall not have been present at the meeting at which such action was
taken within the time limited, and in the manner set forth in
paragraph (b) of Section 4 of this Article III, with respect to
special meetings, unless such notice shall be waived in the manner
set forth in paragraph (c) of such Section 4.
Section 4 - Special Meetings; Notice:
(a) Special meetings of the Board of Directors shall be held
whenever called by the President or by one of the directors, at
such time and place as may be specified in the respective notices
or waivers of notice thereof.
(b) Notice of special meetings shall be mailed directly to each
director, addressed to him at his residence or usual place of
business, at least two (2) days before the day on which the meeting
is to be held, or shall be sent to him at such place by telegram,
radio or cable, or shall be delivered to him personally or given to
him orally, not later than the day before the day on which the
meeting is to be held. A notice, or waiver of notice, except as
required by Section 8 of this Article III, need not specify the
purpose of the meeting.
(c) Notice of any special meeting shall not be required to be
given to any director who shall attend such meeting without
protesting prior thereto or at its commencement, the lack of notice
to him, or who submits a signed waiver of notice, whether before or
after the meeting. Notice of any adjourned meeting shall not be
required to be given.
Section 5 - Chairman:
At all meetings of the Board of Directors, the Chairman of the
Board, if any and if present, shall preside. If there shall be no
Chairman, or he shall be absent, then the President shall preside,
and in his absence, a Chairman chosen by the Directors shall
preside.
Section 6 - Quorum and Adjournments:
(a) At all meetings of the Board of Directors, the presence of a
majority of the entire Board shall be necessary and sufficient to
constitute a quorum for the transaction of business, except as
otherwise provided by law, by the Certificate of Incorporation, or
by these By-Laws. Participation of any one or more members of the
Board by means of a conference telephone or similar communications
equipment, allowing all persons participating in the meeting to
hear each other at the same time, shall constitute presence in
person at any such meeting.
(b) A majority of the directors present at the time and place of
any regular or special meeting, although less than a quorum, may
adjourn the same from time to time without notice, until a quorum
shall be present.
Section 7 - Manner of Acting:
(a) At all meetings of the Board of Directors, each director
present shall have one vote, irrespective of the number of shares
of stock, if any, which he may hold.
(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or these By-Laws, the action of a majority of the
directors present at any meeting at which a quorum is present shall
be the act of the Board of Directors. Any action authorized, in
writing, by all of the directors entitled to vote thereon and filed
with the minutes of the Corporation shall be the act of the Board
of Directors with the same force and effect as if the same had been
passed by unanimous vote at a duly called meeting of the Board.
Section 8 - Vacancies:
Any vacancy in the Board of Directors occurring by reason of an
increase in the number of directors, or by reason of the death,
resignation, disqualification, removal (unless a vacancy created by
the removal of a director by the shareholders shall be filled by
the shareholders at a meeting at which the removal was effected) or
inability to act of any director, or otherwise, shall be filled for
the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular
meeting or special meeting of the Board of Directors called for
that purpose.
Section 9 - Resignation:
Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice,
such resignation shall take effect upon receipt thereof by the
Board of Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
Section 10 - Removal:
Any director may be removed with or without cause at any time by
the shareholders, at a special meeting of the shareholders called
for that purpose, and may be removed for cause by action of the
Board.
Section 11 - Salary:
No stated salary shall be paid to directors, as such, for their
services, but by resolution of the Board of Directors a fixed sum
and expenses of attendance, if any, may be allowed for attendance
at each regular or special meeting of the Board; provided, however,
that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and
receiving compensation therefor.
Salary 12 - Contracts:
(a) No contract or other transaction between this Corporation and
any other Corporation shall be impaired, affected or invalidated,
nor shall any director be liable in any way by reason of the fact
that any one or more of the directors of this Corporation is or are
interested in, or is a director or officer, or are directors or
officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors.
(b) Any director, personally and individually, may be a party to
or may be interested in any contract or transaction of this
Corporation, and no director shall be liable in any way by reason
of such interest, provided that the fact of such interest be
disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize, approve or ratify such
contract or transaction by the vote (not counting the vote of any
such director) of a majority of a quorum, notwithstanding the
presence of any such director at the meeting at which such action
is taken. Such director or directors may be counted in determining
the presence of a quorum at such meeting. This Section shall not
be construed to impair or invalidate or in any way affect any
contract or other transaction which would otherwise be valid under
the law (common, statutory or otherwise) applicable thereto.
Section 13 - Committees:
The Board of Directors, by resolution adopted by a majority of the
entire Board, may from time to time designate from among its
members an executive committee and such other committees, and
alternate members thereof, as they deem desirable, each consisting
of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution.
Each such committee shall serve at the pleasure of the Board. At
all meetings of a committee, the presence of all members of the
committee shall be necessary to constitute a quorum for the
transaction of business, except as otherwise provided by said
resolution or by these By-Laws. Participation of any one or more
members of the committee by means of a conference telephone or
similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time, shall
constitute presence in person at any such meeting. Any action
authorized in writing by all of the members of a committee entitled
to vote thereon and filed with the minutes of the Committee shall
be the act of the committee with the same force and effect as if
the same had been passed by unanimous vote at a duly called meeting
of the committee.
ART ICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office
(a) The officers of the Corporation shall consist of a President,
a Secretary, a Treasurer, an Assistant Treasurer and such other
officers, including a Chairman of the Board of Directors, and one
or more Executive Vice Presidents and Vice Presidents, as the Board
of Directors may from time to time deem advisable. Any officer
other than the Chairman of the Board of Directors may be, but is
not required to be, a director of the Corporation. Any two or more
offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board
of Directors at the regular annual meeting of the Board following
the annual meeting of shareholders.
(c) Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his election, and until his
successor shall have been elected and qualified, or until his
death, resignation or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors, or to the President or the
Secretary of the Corporation. Unless otherwise specified in such
written notice, such resignation shall take effect upon receipt
thereof by the Board of Directors or by such officer, and the
acceptance of such resignation shall not be necessary to make it
effective.
Section 3 - Removal:
Any officer may be removed, either with or without cause, and a
successor elected by the Board at any time.
Section 4 - Vacancies:
A vacancy in any office by reason of death, resignation, inability
to act, disqualification, or any other cause, may at any time be
filled for the unexpired portion of the term by the Board of
Directors.
Section 5 - Duties of Officers:
Officers of the Corporation shall, unless otherwise provided by the
Board of Directors, each have such powers and duties as generally
pertain to their respective offices as well as such powers and
duties as may be set forth in these by-laws, or may from time to
time be specifically conferred or imposed by the Board of
Directors. The President shall be the chief executive officer of
the Corporation.
Section 6 - Sureties and Bonds:
In case the Board of Directors shall so require, any officer,
employee or agent of the Corporation shall execute to the
Corporation a bond in such sum, and with such surety or sureties as
the Board of Directors may direct, conditioned upon the faithful
performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all
property, funds or securities of the Corporation which may come
into his hands.
Section 7 - Shares of Other Corporations:
Whenever the Corporation is the holder of shares of any other
Corporation, any right or power of the Corporation as such
shareholder (including the attendance, acting and voting at
shareholders' meetings and execution of waivers, consents, proxies
or other instruments) may be exercised on behalf of the Corporation
by the President, any Vice President, or such other person as the
Board of Directors may authorize.
ART ICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock:
(a) The certificates representing shares of the Corporation shall
be in such form as shall be adopted by the Board of Directors, and
shall be numbered and registered in the order issued. They shall
bear the holder's name and the number of shares, and shall be
signed by (i) the Chairman of the Board or the President or a Vice
President, and (ii) the Secretary or Treasurer, or any Assistant
Secretary or Assistant Treasurer, and may bear the corporate seal.
(b) No certificate representing shares shall be issued until the
full amount of consideration therefor has been paid, except as
otherwise permitted by law.
(c) The Board of Directors may authorize the issuance of
certificates for fractions of a share which shall entitle the
holder to exercise voting rights, receive dividends and participate
in liquidating distributions, in proportion to the fractional
holdings; or it may authorize the payment in cash of the fair value
of fractions of a share as of the time when those entitled to
receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, of
scrip in registered or bearer form over the signature of an officer
or agent of the Corporation, exchangeable as therein provided for
full shares, but such scrip shall not entitle the holder to any
rights of a shareholder, except as therein provided.
Section 2- Lost or Destroyed Certificates:
The holder of any certificate representing shares of the
Corporation shall immediately notify the Corporation of any loss or
destruction of the certificate representing the same. The
Corporation may issue a new certificate in the place of any
certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction
as the Board of Directors in its discretion may require, the Board
of Directors may, in its discretion, require the owner of the lost
or destroyed certificate, or his legal representative, to give the
Corporation a bond in such sum as the Board may direct, and with
such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new
Certificate. A new certificate may be issued without requiring any
such evidence or bond when, in the judgment of the Board of
Directors, it is proper so to do.
Section 3 - Transfers of Shares:
(a) Transfers of shares of the Corporation shall be made on the
share records of the Corporation only by the holder of record
thereof, in person or by his duly authorized attorney, upon
surrender for cancellation of the certificate or certificates
representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such
proof of the authenticity of the signature and of authority to
transfer and of payment of transfer taxes as the Corporation or its
agents may require.
(b) The Corporation shall be entitled to treat the holder of
record of any share or shares as the absolute owner thereof for all
purposes and, accordingly, shall not be bound to recognize any
legal, equitable or other claim to, or interest in, such share or
shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly
provided by law.
Section 4 - Record Date:
In lieu of closing the share records of the Corporation, the Board
of Directors may fix, in advance, a date not exceeding fifty days,
nor less than ten days, as the record date for the determination of
shareholders entitled to receive notice of, or to vote at, any
meeting of shareholders, or to consent to any proposal without a
meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or
for the purpose of any other action. If no record date is fixed,
the record date for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which notice
is given, or, if no notice is given, the day on which the meeting
is held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted. When a
determination of shareholders of record entitled to notice of or to
vote at any meeting of shareholders has been made as provided for
herein, such determination shall apply to any adjournment thereof,
unless the directors fix a new record date for the adjourned
meeting.
ART ICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out
of any funds available therefor, as often, in such amounts, and at
such time or times as the Board of Directors may determine.
ART ICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of
Directors from time to time, subject to applicable law.
ART ICLE VIII - CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be
approved from time to time by the Board of Directors.
ART ICLE IX - AMENDMENTS
Section 1 - By Shareholders:
All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made, by a majority vote of the
shareholders at the time entitled to vote in the election of
directors.
Section 2 - By Directors:
The Board of Directors shall have power to make, adopt, alter,
amend and repeal, from time to time, by-laws of Corporation;
provided, however, that the shareholders entitled to vote with
respect thereto as in this Article IX above-provided may alter,
amend or repeal by-laws made by the Board of Directors, except that
the Board of Directors shall have no power to change the quorum for
meetings of shareholders or of the Board of Directors, or to change
any provisions of the by-laws with respect to the removal of
directors or the filling of vacancies in the Board resulting from
the removal by the shareholders. If any by-law regulating an
impending election of directors is adopted, amends or repealed by
the Board of Directors, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors, the
by-law so adopted, amended or repealed, together with a concise
statement of the changes made.
The undersigned Incorporator certifies that he has adopted the
foregoing by-laws as the first by-laws of the Corporation, in
accordance with the requirements of the Business Corporation Law.
Dated: July 5, 1978
__________________
Incorporator
orgzn\100bylaw
Exhibit 1.A.(2)(a)
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST,
SERIES A
TRUST INDENTURE
Dated March 20, 1985
This Trust Indenture among Oppenheimer Investor Services, Inc., as
Sponsor, United States Trust Company of New York as Trustee and
Interactive Data Services, Inc. as Evaluator (the "Indenture") sets
forth certain provisions in full and incorporates other provisions
by reference to the document entitled "Oppenheimer Zero Coupon U.S.
Treasuries Trust, Series A and Subsequent Series, Standard Terms
and Conditions of Trust Effective March 20, 1985" (herein called
the Standard Terms and Conditions of Trust) and such provisions as
are set forth in full and such provisions as are incorporated by
reference constitute a single instrument. All references herein to
Articles and Sections are to Articles and Sections of the Standard
Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Sponsor, the Trustee and the
Evaluator agree as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the Provisions of Part I and Part II hereof,
all the provisions contained in the Standard Terms and Conditions
of Trust are herein incorporated by reference in their entirety and
shall be deemed to be a part of this instrument as fully and to the
same extent as though said provisions had been set forth in full in
this instrument.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
(a) The Securities listed in Schedule A hereto have been
deposited with (or assigned to) the Trustee under this Indenture.
(b) The Number of Units of each Trust referred to in
Section 2.02 shall be the Number of Units set forth under
"Investment Summary - Number of Units" in the prospectus (the
"Prospectus") of the Fund included in the Amendment to the
Registration Statement of the Fund filed in conjunction with the
signing of the Indenture under the Securities Act of 1933. This
number may be increased pursuant to Section 3.06 hereof.
(c) The fractional undivided interest in each Series of
the Fund represented by each Unit is determined as set forth under
"Investment Summary - Fractional Undivided Interest in Fund
Represented by Each Unit" in the Prospectus.
(d) For the purposes of Section 4.02 the Evaluator shall
receive for each evaluation of the Securities in the Fund a minimum
fee of $20.00 plus a fee of $0.25 for determining the aggregate
value of each issue of Securities in excess of 50 issues (treating
issues with different maturities as different issues).
(e) The Trustee's fee shall be the amount set forth
under "Investment Summary" in the Prospectus.
(f) The terms "Record Day" and "Distribution Day" shall
mean the days set forth under "Investment Summary" in the
Prospectus.
This Indenture shall be deemed effective when executed
and delivered by the Sponsor, the Trustee and the Evaluator.
IN WITNESS WHEREOF, the parties hereto have caused this
Trust Indenture to be duly executed.
OPPENHEIMER INVESTOR SERVICES, INC.
Sponsor
By ____________________________
Executive Vice President
<PAGE>
UNITED STATES TRUST COMPANY OF NEW YORK
Trustee
By ___________________________________
Assistant Vice President
INTERACTIVE DATA SERVICES, INC.
Evaluator
By ___________________________________
Group Vice President
uit\100trust.a
Exhibit 1.A.(2)(b)
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST,
SERIES B
TRUST INDENTURE
Dated January 28, 1986
This Reference Trust Indenture among Oppenheimer Investor
Services, Inc., as Sponsor, United States Trust Company of New York
as Trustee and Standard & Poor's Corporation as Evaluator (the
"Indenture") sets forth certain provisions in full and incorporates
other provisions by reference to the document entitled "Oppenheimer
Zero Coupon U.S. Treasuries Trust, Series A and Subsequent Series,
Standard Terms and Conditions of Trust Effective March 20, 1985"
(herein called the Standard Terms and Conditions of Trust) and such
provisions as are set forth in full and such provisions as are
incorporated by reference constitute a single instrument. All
references herein to Articles and Sections are to Articles and
Sections of the Standard Terms and Conditions of Trust. As
provided in Section 1.01(10) of the Standard Terms and Conditions
of Trust, this Reference Trust Indenture together with the Standard
Terms and Conditions of Trust and all amendments and supplements
hereto and thereto shall constitute the "Indenture".
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Sponsor, the Trustee and the
Evaluator agree as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the Provisions of Part I and Part II hereof,
all the provisions contained in the Standard Terms and Conditions
of Trust are herein incorporated by reference in their entirety and
shall be deemed to be a part of this instrument as fully and to the
same extent as though said provisions had been set forth in full in
this instrument.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
(a) The Securities listed in Schedule A hereto have been
deposited with (or assigned to) the Trustee under the Indenture.
(b) The Number of Units of Series B referred to in
Section 2.02 shall be the Number of Units pertaining to Oppenheimer
Zero Coupon U.S. Treasuries Trust, Series B (the "Trust") set forth
under "Investment Summary - Number of Units" in the prospectus of
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B (the
"Fund") included in the Registration Statement of Oppenheimer Zero
Coupon U.S. Treasuries Trust, Series B, executed by the Sponsor on
January 28, 1986 and to be filed with and declared effective by the
Securities and Exchange Commission on January 29, 1986 under Rule
487(a) of the Securities Act of 1933, in conjunction with the
signing of the Indenture. This number of Units may be increased
pursuant to Section 3.06 hereof.
(c) The fractional undivided interest in each series of
Series B of the Fund represented by each Unit is a fraction equal
to the inverse of the total number of Units in each such series, as
created pursuant to the Indenture.
(d) For the purposes of Section 4.02 the Evaluator shall
receive for each evaluation of the Securities in the Fund a minimum
fee of $50.00 plus a fee of $0.25 for determining the aggregate
value of each issue of Securities in excess of 50 issues (treating
issues with different maturities as different issues).
(e) The Trustee's fee shall be the amount set forth
under "Investment Summary" in the Prospectus contained in the
Registration Statement described in (b) above, as amended from time
to time.
(f) The terms "Record Day" and "Distribution Day" shall
mean the days set forth under "Investment Summary" in the
Prospectus contained in the Registration Statement described in (b)
above, as amended from time to time.
This Indenture shall be deemed effective when executed
and delivered by the Sponsor, the Trustee and the Evaluator.
IN WITNESS WHEREOF, the parties hereto have caused this
Reference Trust Indenture to be duly executed as of the date first
stated above.
OPPENHEIMER INVESTOR SERVICES, INC.
Sponsor
By ___________________________________
Ismael Lopez, Assistant Treasurer
UNITED STATES TRUST COMPANY OF NEW YORK
Trustee
By ________________________________________
Susanne L. Winter, Assistant Vice President
<PAGE>
STANDARD & POOR'S CORPORATION
Evaluator
By ___________________________________
Vice President
UIT\100TRUST.B
Exhibit 1.A.(2)(c)
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST,
SERIES C
REFERENCE TRUST INDENTURE
Dated April 23, 1987
This Reference Trust Indenture among Oppenheimer Fund
Management, Inc. as Sponsor, United States Trust Company of New
York as Trustee and Standard & Poor's Corporation as Evaluator (the
"Indenture") sets forth certain provisions in full and incorporates
other provisions by reference to the document entitled "Oppenheimer
Zero Coupon U.S. Treasuries Trust, Series A and Subsequent Series,
Standard Terms and Conditions of Trust Effective March 20, 1985"
(herein called the "Standard Terms and Conditions of Trust") and
such provisions as are set forth in full and such provisions as are
incorporated by reference constitute a single instrument. All
references constitute a single instrument. All references herein
to Articles and Sections are to Articles and Sections of the
Standard Terms and Conditions of Trust. As provided in Section
1.01(10) of the Standard Terms and Conditions of Trust, this
Reference Trust Indenture together with the Standard Terms and
Conditions of Trust and all amendments and supplements hereto and
thereto shall constitute the "Indenture."
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements
herein contained, the Sponsor, the Trustee and the Evaluator agree
as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the Provisions of Part I and Part II hereof, all
the provisions contained int he Standard Terms and Conditions of
Trust are herein incorporated by reference in their entirety and
shall be deemed to be a part of this instrument as fully and to the
same extent as through said provisions had been set forth in full
in this instrument.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed
to:
(a) The Securities listed in Schedule A hereto have been
deposited with (or assigned to) the Trustee under the Indenture.
(b) The Number of Units of Series C referred to in Section
2.02 shall be the number of Units pertaining to Oppenheimer Zero
Coupon U.S. Treasuries Trust, Series C (the "Fund") set forth in
Schedule B hereof. This number of units may be increased pursuant
to Section 3.06 of the Indenture. The number of Units, as so
increased, shall be set forth under "Investment Summary - Number of
Units" in the prospectus of Oppenheimer Zero Coupon U.S. Treasuries
Trust, Series A, B and C (the "Trust") included in the Registration
Statement of Oppenheimer Zero Coupon U.S. Treasuries Trust, Series
C, to be executed by the Sponsor on April 30, 1987 and to be filed
with and declared effective by the Securities and Exchange
Commission on May 1, 1987 under Rule 487(a) of the Securities Act
of 1933, in conjunction with the signing of the Indenture. This
number of units may be increased pursuant to Section 3.06 hereof.
(c) The fractional undivided interest in each series of
Series C of the Trust represented by each Unit is a fraction equal
to the inverse of the total number of Units in each such series, as
created pursuant to the Indenture.
(d) For the purposes of Section 4.02 the Evaluator shall
receive for each evaluation of the Securities in the Fund a minimum
fee of $50.00 plus a fee of $0.25 for determining the aggregate
value of each issue of Securities in excess of 50 issues (treating
issues with different maturities as different issues).
(e) The Trustee's fees shall be the amount set forth under
"Investment Summary" in the Prospectus contained in the
Registration Statement described in (b) above, amended from time to
time.
(f) The terms "Record Day" and "Distribution Day" shall mean
the days set forth under "Investment Summary" in the Prospectus
contained in the Registration Statement described in (b) above, as
amended from time to time.
This Indenture shall be deemed effective when executed and
delivered by the Sponsor, the Trustee and the Evaluator.
IN WITNESS WHEREOF, the parties hereto have caused this
Reference Trust Indenture to be duly executed as of the date first
stated above.
OPPENHEIMER FUND MANAGEMENT, INC.
Sponsor
By /s/ Robert G. Galli
-----------------------
Robert G. Galli
Executive Vice President
UNITED STATES TRUST COMPANY OF NEW YORK
Trustee
By ____________________________
Assistant Vice President
<PAGE>
STANDARD & POOR'S CORPORATION
Evaluator
By ________________________
Vice President
<PAGE>
Schedule A to Reference
Trust Indenture dated
April 23, 1987
OPPENHEIMER ZERO COUPON U.S.
TREASURIES TRUST, SERIES C
As of the Initial Date of Deposit, April 21, 1987
<TABLE>
<CAPTION>
Total
Title Face Market Market
Series Maturity of Securities Coupon Amount Value Value
<S> <C> <C> <C> <C> <C> <C>
1997 8/15/97 CATS Series U 0% $245,000 $ 50.446 $99,092.
1997 11/15/96 U.S. Treasury Note 7-1/4% $ 5,000 $ 93.719 $ 4,685.
2007 2/15/07 CATS Series S 0% $580,000 $ 16.910 $98,078.
(CUSIP #156884E38)
007 2/15/06 U.S. Treasury 9-3/8% $ 5,000 $107.094 $ 5,354.
Note
</TABLE>
<PAGE>
Schedule B to Reference
Indenture dated April 23, 1987
OPPENHEIMER ZERO COUPON U.S.
TREASURIES TRUST, SERIES C
As of the Initial Date of Deposit, April 21, 1987
Series Units
1997 250,000
2007 585,000
uit\100trust.c
Exhibit 1.A.(2)(d)
Oppenheimer Zero Coupon U.S. Treasuries Trust
Series D
April 19, 1988
SUPPLEMENTAL INDENTURE
This Section II of this Closing Memorandum and Indenture sets
forth certain provisions in full and incorporates other provisions
by reference to the Standard Terms and Conditions of Trust and such
provisions as are set forth in full and such provisions as are
incorporated by reference constitute a single instrument. All
references herein to Articles and Sections are to Articles and
Sections of the Standard Terms and Conditions of Trust. As
provided in Section 1.01(10) of the Standard Terms and Conditions
of Trust. As provided in Section 1.01(10) of the Standard Terms
and Conditions of Trust, this Closing Memorandum and Reference
Trust Indenture together with the Standard Terms and Conditions of
Trust and all amendments and supplements hereto and thereto shall
constitute the "Indenture".
WITNESS THAT:
In consideration of the premises and of the mutual agreements
herein contained, the Sponsor, the Trustee and the Evaluator agree
as follows:
PART A
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part A and Part B hereof, all the
provisions contained in the Standard Terms and Conditions of Trust
are herein incorporated by reference in their entirety and shall be
deemed to be a part of this instrument as fully and to the same
extent as though said provisions had been set forth in this
instrument.
PART B
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed
to:
1. The Securities or contracts for the purchase of such
securities listed in Schedule A hereto together with the Letter of
Credit have been deposited with (or assigned to) the Trustee under
the Indenture.
2. The Number of Units of Series D referred to in Section
2.02 shall be the number of Units pertaining to the Fund set forth
in Schedule B and under "Investment Summary - Number of Units" in
the Prospectus of the Fund included in its Registration Statement
identified in paragraph (1) of Part I hereof. The number of Units
in the Fund may be increased pursuant to Section 3.06. At any time
when the prospectus of the Oppenheimer Zero Coupon U.S. Treasuries
Trust, Series A, B, C and D (the "Trust") shall be revised or
updated, the number of Units of each such series set forth under
"Investment Summary - Number of Units" in such revised prospectus
(the "Prospectus") shall be the total number of Units created
pursuant to the Standard Terms and Conditions of Trust, this
Closing Memorandum and Reference Trust Indenture and any and all
Supplemental Closings (including any previously executed
Supplemental Closing Memoranda and Reference Trust Indentures).
3. The fractional undivided interest in each series of the
Fund represented by each Unit is a fraction equal to the inverse of
the total number of Units in each such series, as created pursuant
to the Indenture.
4. For the purposes of Section 4.02, the Evaluator shall
receive for each evaluation of the Securities in the Fund a minimum
fee of $50.00 plus a fee of $0.25 for determining the aggregate
value of each issue of Securities in excess of 50 issues (treating
issues with different maturities as different issues).
5. The Trustee's fee shall be the amount set forth under
"Investment Summary" in the Prospectus.
6. The terms "Record Day" and "Distribution Day" shall mean
the days set forth under the "Investment Summary" in the
Prospectus.
This Supplemental Closing Memorandum and Reference Trust
Indenture shall be deemed effective when executed and delivered by
the Sponsor, the Trustee and the Evaluator.
IN WITNESS WHEREOF, the parties hereto have caused this
Closing Memorandum and Reference Trust Indenture to be duly
executed and hereby approve the foregoing and severally certify
that the acts and things heretofore stated to have been done by
them have been respectively so performed or are performed by the
execution hereof.
<PAGE>
Oppenheimer Fund Management, Inc.
By: ___________________________
Executive Vice President
Attest:
______________________
Secretary
United States Trusts Company of New York
By: ___________________________
Assistant Vice President
Attest:
______________________
Assistant Secretary
Standard & Poor's Corporation
Evaluator
By: ___________________________
Vice President
Attest:
______________________
Vice President
<PAGE>
Schedule A to Closing Memorandum
and Reference Trust Indenture dated
April 19, 1988
Oppenheimer Zero Coupon U.S.
Treasuries Trust, Series D
Price as of April 18, 1988 (the Initial Date of Deposit)
<TABLE>
<CAPTION>
Market Total
Title of Face Value Market
Series Maturity Securities CUSIP No. Amount Per 100 Value
- ------ -------- ---------- --------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
1998 5/15/98 U.S. Treasury Zero 912833FGO $130,000 $40.400 $52,520.00
Strips
1998 5/15/98 U.S. Treasury Note 912810BP2 $3,000 $88.688 $2,660.64
Coupon 7%
2008 11/15/08 U.S. Treasury Zero 912833GD6 $330,000 15.135 $49,945.50
Strips
2008 11/15/08 U.S. Treasury Bond 912810CE6 $3,000 96.156 $2,884.68
Coupon 8-3/4%
</TABLE>
<PAGE>
Schedule B to Closing Memorandum
and Reference Trust Indenture dated
April 19, 1988
Oppenheimer Zero Coupon U.S.
Treasuries Trust, Series D
As of April 18, 1988 (the Initial Date of Deposit)
Units
Added To
Series The Trust
1998 133,000
2008 333,000
uit\100trust.d
Exhibit 1.A.(2)(e)
Oppenheimer Zero Coupon U.S. Treasuries Trust
Series E
April 18, 1989
SUPPLEMENTAL INDENTURE
This Section II of this Closing Memorandum and Indenture sets
forth certain provisions in full and incorporates other provisions
by reference to the Standard Terms and Conditions of Trust and such
provisions as are set forth in full and such provisions as are
incorporated by reference constitute a single instrument. All
references herein to Articles and Sections are to Articles and
Sections of the Standard Terms and Conditions of Trust. As
provided in Section 1.01(10) of the Standard Terms and Conditions
of Trust. As provided in Section 1.01(10) of the Standard Terms
and Conditions of Trust, this Closing Memorandum and Reference
Trust Indenture together with the Standard Terms and Conditions of
Trust and all amendments and supplements hereto and thereto shall
constitute the "Indenture".
WITNESS THAT:
In consideration of the premises and of the mutual agreements
herein contained, the Sponsor, the Trustee and the Evaluator agree
as follows:
PART A
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part A and Part B hereof, all the
provisions contained in the Standard Terms and Conditions of Trust
are herein incorporated by reference in their entirety and shall be
deemed to be a part of this instrument as fully and to the same
extent as though said provisions had been set forth in this
instrument.
PART B
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed
to:
1. The Securities or contracts for the purchase of such
securities listed in Schedule A hereto together with the Letter of
Credit have been deposited with (or assigned to) the Trustee under
the Indenture.
2. The Number of Units of Series E referred to in Section
2.02 shall be the number of Units pertaining to the Fund set forth
in Schedule B and under "Investment Summary - Number of Units" in
the Prospectus of the Fund included in its Registration Statement
identified in paragraph (1) of Part I hereof. The number of Units
in the Fund may be increased pursuant to Section 3.06. At any time
when the prospectus of the Oppenheimer Zero Coupon U.S. Treasuries
Trust, Series A through E (the "Trust") shall be revised or
updated, the number of Units of each such series set forth under
"Investment Summary - Number of Units" in such revised prospectus
(the "Prospectus") shall be the total number of Units created
pursuant to the Standard Terms and Conditions of Trust, this
Closing Memorandum and Reference Trust Indenture and any and all
Supplemental Closings (including any previously executed
Supplemental Closing Memoranda and Reference Trust Indentures).
3. The fractional undivided interest in each series of the
Fund represented by each Unit is a fraction equal to the inverse of
the total number of Units in each such series, as created pursuant
to the Indenture.
4. For the purposes of Section 4.02, the Evaluator shall
receive for each evaluation of the Securities in the Fund a minimum
fee of $50.00 plus a fee of $0.25 for determining the aggregate
value of each issue of Securities in excess of 50 issues (treating
issues with different maturities as different issues).
5. The Trustee's fee shall be the amount set forth under
"Investment Summary" in the Prospectus.
6. The terms "Record Day" and "Distribution Day" shall mean
the days set forth under the "Investment Summary" in the
Prospectus.
This Supplemental Closing Memorandum and Reference Trust
Indenture shall be deemed effective when executed and delivered by
the Sponsor, the Trustee and the Evaluator.
IN WITNESS WHEREOF, the parties hereto have caused this
Closing Memorandum and Reference Trust Indenture to be duly
executed and hereby approve the foregoing and severally certify
that the acts and things heretofore stated to have been done by
them have been respectively so performed or are performed by the
execution hereof.
Oppenheimer Fund Management, Inc.
By: ___________________________
Executive Vice President
Attest:
______________________
Secretary
United States Trusts Company of New York
By: ___________________________
Assistant Vice President
Attest:
______________________
Assistant Secretary
Standard & Poor's Corporation
Evaluator
By: ___________________________
Vice President
Attest:
______________________
Vice President
uit\100trust.e
Exhibit 1.A.(2)(f)
Oppenheimer Zero Coupon U.S. Treasuries Trust
Series F
April 25, 1990
SUPPLEMENTAL INDENTURE
This Section II of this Closing Memorandum and Indenture sets
forth certain provisions in full and incorporates other provisions
by reference to the Standard Terms and Conditions of Trust and such
provisions as are set forth in full and such provisions as are
incorporated by reference constitute a single instrument. All
referenced herein to Articles and Sections are to Articles and
Sections of the Standard Terms and Conditions of Trust. As
provided in Section 1.01(10) of the Standard Terms and Conditions
of Trust. As provided in Section 1.01(10) of the Standard Terms
and Conditions of Trust, this Closing Memorandum and Reference
Trust Indenture together with the Standard Terms and Conditions of
Trust and all amendments and supplements hereto and thereto shall
constitute the "Indenture".
WITNESS THAT:
In consideration of the premises and of the mutual agreements
herein contained, the Sponsor, the Trustee and the Evaluator agree
as follows:
PART A
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part A and Part B hereof, all the
provisions contained in the Standard Terms and Conditions of Trust
are herein incorporated by reference in their entirety and shall be
deemed to be a part of this instrument as fully and to the same
extent as though said provisions had been set forth in this
instrument.
PART B
SPECIAL TERMS AND CONDITIONS OF TRUST
1. The Securities or contracts for the purchase of such
securities listed in Schedule A hereto together with the Letter of
Credit have been deposited with (or assigned to) the Trustees under
the Indenture.
2. The Number of Units of Series F referred to in Section
2.02 shall be the number of Units pertaining to the Fund set forth
in Schedule B and under "Investment Summary - Number of Units" in
the Prospectus of the Fund included in its Registration Statement
identified in paragraph (1) of Part I hereof. The number of Units
in the Fund may be increased pursuant to Section 3.06. At any time
when the prospectus of the Oppenheimer Zero Coupon U.S. Treasuries
Trust, Series A through F (the "Trust") shall be revised or
updated, the number of Units of each such series set forth under
"Investment Summary - Number of Units" in such revised prospectus
(the "Prospectus") shall be the total number of Units created
pursuant to the Standard Terms and Conditions of Trust, this
Closing Memorandum and Reference Trust Indenture and any and all
Supplemental Closings (including any previously executed
Supplemental Closing Memoranda and Reference Trust Indentures).
3. The fractional undivided interest in each series of the
Fund represented by each Unit is a fraction equal to the inverse of
the total number of Units in each such series, as created pursuant
to the Indenture.
4. For the purposes of Section 4.02, the Evaluator shall
receive for each evaluation of the Securities in the Fund a minimum
fee of $50.00 plus a fee of $0.25 for determining the aggregate
value of each issue of Securities in excess of 50 issues (treating
issues with different maturities as different issues).
5. The Trustee's fee shall be the amount set forth under
"Investment Summary" in the Prospectus.
6. The terms "Record Day" and "Distribution Day" shall mean
the days set forth under the "Investment Summary" in the
Prospectus.
This Supplemental Closing Memorandum and Reference Trust
Indenture shall be deemed effective when executed and delivered by
the Sponsor, the Trustee and the Evaluator.
IN WITNESS WHEREOF, the parties hereto have causes this
Closing Memorandum and Reference Trust Indenture to be duly
executed and hereby approve the foregoing and severally certify
that the acts and things heretofore stated to have been done by
them have been respectively so performed or are performed by the
execution hereof.
OppenheimerFunds, Inc.
By: ___________________________
Assistant Vice President
Attest:
______________________
Secretary
United States Trusts Company of New York
By: ___________________________
Assistant Vice President
Attest:
______________________
Assistant Secretary
Standard & Poor's Corporation
Evaluator
By: ___________________________
Assistant Vice President
Attest:
______________________
Secretary
<PAGE>
Schedule A to Closing Memorandum
and Reference Trust Indenture dated
April 25, 1990
Oppenheimer Zero Coupon U.S.
Treasuries Trust, Series F
Price as of April 24, 1990 (the Initial Date of Deposit)
<TABLE>
<CAPTION>
Market Total
Title of Face Value Market
Series Maturity Securities CUSIP No. Amount Per 100 Value
<S> <C> <C> <C> <C> <C> <C>
2010 2/15/10 U.S. Treasury Zero 912833CX6 $575,000 $17.051 $98,043.25
Coupon
2010 2/15/10 U.S. Treasury Bond 912810CU8 $5,000 $120.063 $6,003.15
11-3/4%
</TABLE>
<PAGE>
Schedule B to Closing Memorandum
and Reference Trust Indenture dated
April 25, 1990
Oppenheimer Zero Coupon U.S.
Treasuries Trust, Series F
As of April 24, 1990 (the Initial Date of Deposit)
Units
Added To
Series The Trust
2010 577,205
uit\100trust.f
Exhibit 1.A.(1)
Executed in Parts
Counterpart No. ( )
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, Series A
and Subsequent Series
OPPENHEIMER INVESTOR SERVICES, INC.
As Depositor
UNITED STATES TRUST COMPANY
OF NEW YORK
As Trustee
INTERACTIVE DATA SERVICES, INC.
As Evaluator
STANDARD TERMS
and
CONDITIONS OF TRUST
For Series formed on or subsequent
to the effective date specified below
Dated March 20, 1985
<PAGE>
STANDARD TERMS AND CONDITIONS OF TRUST
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST
and Subsequent Series
CONTENTS
Article and Section
INTRODUCTION
ARTICLE I -- APPLICABILITY; DEFINITIONS; FORM OF
CERTIFICATE
ARTICLE II -- DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST;
ISSUANCE OF CERTIFICATES
Sec. 2.01. Declaration of Trust
Sec. 2.02. Issuance of Certificates
Sec. 2.03. Conveyance of Interest of Depositor
Sec. 2.04. Certain Contracts Satisfactory
ARTICLE III -- ADMINISTRATION OF TRUST
Sec. 3.01. Initial Cost
Sec. 3.02. Income Account
Sec. 3.03. Capital Account
Sec. 3.04. Reserve Account
Sec. 3.05. Deductions and Distributions
Sec. 3.06. Deposit of Additional Securities and
Replacement Securities
Sec. 3.07. Statement and Reports
Sec. 3.08. Sale of Securities
Sec. 3.09. Refunding Securities
Sec. 3.10. Counsel
Sec. 3.11. Notice and Sale by Trustee
Sec. 3.12. Trustee not to Amortize
Sec. 3.13. Notice to Depositor
Sec. 3.14. Notice by Trustee
Sec. 3.15. Expenses Borne by the Trustee
Sec. 3.16. Payment to Depositor of Accrued Interest
ARTICLE IV -- EVALUATION OF SECURITIES; EVALUATOR
Sec. 4.01. Evaluation by Evaluator
Sec. 4.02. Compensation of the Evaluator
Sec. 4.03. Liability of the Evaluator
Sec. 4.04. Successor Evaluator
ARTICLE V -- TRUST EVALUATION; REDEMPTION; PURCHASE;
TRANSFER; INTERCHANGE OR REPLACEMENT OF
CERTIFICATES
Sec. 5.01. Trust Evaluation
Sec. 5.02. Redemptions by Trustee; Purchase by Depositor
Sec. 5.03. Transfer or Interchange of Certificates
Sec. 5.04. Certificates Mutilated, Destroyed, Stolen or
Lost
Sec. 5.05. Form of Certificate
ARTICLE VI TRUSTEE
Sec. 6.01. General Definition of Trustee's Liabilities,
Rights and Duties
Sec. 6.02. Books, Records and Reports
Sec. 6.03. Reports to Securities and Exchange Commission
and Others
Sec. 6.04. Indenture and List of Securities on File
Sec. 6.05. Compensation
Sec. 6.06. Removal and Resignation of Trustee; Successor
Sec. 6.07. Qualifications of Trustee
ARTICLE VII -- RIGHTS OF CERTIFICATEHOLDERS
Sec. 7.01. Beneficiaries of Trust
Sec. 7.02. Rights, Terms and Conditions
ARTICLE VIII - DEPOSITOR
Sec. 8.01. Discharge
Sec. 8.02. Successors
Sec. 8.03. Exclusions from Liability
ARTICLE IX -- ADDITIONAL COVENANTS; MISCELLANEOUS
PROVISIONS
Sec. 9.01. Amendments
Sec. 9.02. Termination
Sec. 9.03. Construction
Sec. 9.04. Registration of Certificates
Sec. 9.05. Written Notice
Sec. 9.06. Severability
Sec. 9.07. Dissolution of Depositor
Sec. 9.08. Separate and Distinct Series
EXECUTION
-------------------------------
This Table of Contents does not constitute part of the Indenture.
<PAGE>
These Standard Terms and Conditions dated March 20, 1985
among OPPENHEIMER INVESTOR SERVICES, INC., as Depositor, UNITED
STATES TRUST COMPANY OF NEW YORK, as Trustee, and INTERACTIVE DATA
SERVICES, INC., as Evaluator.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee and the
Evaluator agree as follows:
INTRO DUCTION
These Standard Terms and Conditions of Trust Effective
March 20, 1985, shall be applicable to the Oppenheimer Zero Coupon
U.S. Treasuries Trust, Series A and any and all subsequent Series
formed on or after the effective date of these Standard Terms and
Conditions of Trust as shall be designated by the parties hereto,
as provided in this paragraph. For each of Series A and any and
all subsequent Series to which these Standard Terms and Conditions
of Trust Effective March 20, 1985 are to be applicable, the
Depositor, the Trustee and the Evaluator shall execute a Reference
Trust Indenture incorporating by reference these Standard Terms and
Conditions of Trust Effective March 20, 1985 and designating any
exclusion from or exception to such incorporation by reference for
the purposes of that Series or variation of the terms hereof for
the purposes of that Series and specifying for that Series (i) the
Securities deposited in trust and the number of Units delivered by
the Trustee in exchange for the Securities pursuant to Section
2.02, (ii) the fractional undivided interest represented by each
Unit, (iii) the approximate amounts to be advanced by the Trustee
pursuant to Section 3.03(b), (iv) the approximate amounts for which
the Trustee shall be entitled to be reimbursed pursuant to Section
3.03(b), (v) the Evaluator's fee, and (vi) the Trustee's fee.
ARTICLE I
Applicability; Definitions; Form of Certificate
Section 1.01. Whenever used in this Agreement the
following words and phrases, unless the context requires otherwise,
shall have the following meanings:
(1) "Business Day" shall mean any day other than a
Sunday, or, or in the City of New York, a legal holiday or a
day on which banking institutions are authorized by law to
close or a day on which the Depositor is closed.
(2) "Certificate" shall mean any one of the certificates
executed by the Trustee and the Depositor evidencing ownership
of an undivided fractional interest in any series of any trust
created by these Standard Terms and Conditions of Trust and
the Reference Trust Indenture into which these Standard Terms
and Conditions of Trust are incorporated, in substantially the
following form with blanks appropriately filled in:
Face of Certificate
CERTIFICATE O F BENEFICIAL INTEREST
OPPENHEIMER Z ERO COUPON U.S. TREASURIES TRUST
Series ____, _____ series
No._______________ ________ Units
THIS CERTIFIES THAT
is the registered owner of ______________ Units
of fractional undivided interest in the above Trust and Series of
Oppenheimer Zero Coupon U.S. Treasuries Trust created under the
laws of the State of New York pursuant to a Trust Indenture a
summary of certain of the pertinent provisions of which is set
forth on the reverse hereof and the Depositor and the Trustee of
which have executed this Certificate by their duly authorized
signatories as set forth below. This Certificate is issued under
and is subject to the terms, provisions and conditions of the
aforesaid Trust Indenture to which the Certificateholder of this
Certificate by virtue of the acceptance hereof assents and is
bound. This Certificate is transferable and interchangeable by the
registered owner in person or by his duly authorized attorney at
the corporate trust office of the Trustee upon surrender of this
Certificate properly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and
payment of the fees and expenses applicable thereto set forth on
the reverse hereof.
WITNESS THE facsimile signature of the duly authorized
officer of the Depositor and the manual signature of an authorized
signatory of the Trustee.
Dated: __________________ , 19 ____
OPPENHEIMER INVESTOR SERVICES, INC.,
as Depositor
By: _____________________________
President
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By: ______________________________
Authorized Signatory
Reverse of Certificate
OPPENHEIMER ZERO COUPON
U.S. TREASURIES TRUST
Series ____, _____ series
<PAGE>
The following is a summary of certain provisions of the Trust
Indenture dated as of ___________ , 19 __ among the Depositor, the
Trustee and INTERACTIVE DATA SERVICES, INC., as the Evaluator (a
copy of which Trust Indenture is on file and available for
inspection to the Certificateholder hereof at the corporate trust
office of the Trustee and which is called herein the "Indenture"),
to which this Certificate is subject and to which reference is
hereby made. All of the terms, conditions and covenants of the
Indenture are incorporated herein by reference as if fully set
forth herein.
The series of the above Trust consists of (a) such of the
Securities (including certain Securities to be acquired pursuant to
contracts together with cash, cash equivalents or a letter or
letters of credit for the purchase thereof) deposited in such Trust
and listed in Schedule A to the Reference Trust Indenture or
acquired in exchange or substitution or by purchase in accordance
with the Indenture as from time to time may be held in the trust
fund of the above Trust, and (b) such amounts as from time to time
may be held in the Income Account and the Capital Account of the
above Trust maintained under the Indenture.
At any given time this Certificate shall represent a
fractional undivided interest in the series of the above Trust, the
numerator of which fraction shall be the number of Units set forth
on the face hereof and the denominator of which shall be the total
number of Units of fractional undivided interest of the above Trust
which are outstanding at such time. The Indenture permits the
Depositor from time to time to deposit in the series of this Trust
additional Securities, at which times the Trustee will deliver to
the Depositor Certificates for Units representing the additional
value to the series of the above Trust.
The registered Certificateholder of this Certificate is
entitled at any time upon tender of this Certificate, endorsed in
blank or accompanied by all necessary instruments of assignment for
transfer in proper form and accompanied by such other documentation
as the Trustee shall reasonably require, to the Trustee at its
corporate trust office by such Certificateholder or his duly
authorized attorney (and upon payment of any tax or other
governmental charges) to receive on the seventh calendar day
following the day on which such tender is made (or, if such day is
not a Business Day, on the first Business Day prior thereto) an
amount in cash or, at the Certificateholder's option specified in
the written redemption instructions, in cash and securities chosen
by the Trustee from a list supplied from time to time by the
Depositor ("in kind payment"), having a value (herein called the
"Redemption Price") equal to the evaluation of the fractional
undivided interest in the series of the above Trust evidenced by
this Certificate which is to be based on a determination made by
the Evaluator in the manner provided for in the Indenture. Such
right of redemption may be suspended or the date of payment made
may be postponed: (a) for any period during which the New York
Stock Exchange is closed other than customary weekend or holiday
closing; (b) for any period during which trading on that Exchange
is restricted or during which an emergency exists as a result of
which disposal of the Securities held in the series of the above
Trust is not reasonably practicable or it is not reasonably
practicable to determine fairly the value of such Securities (such
condition as to be determined under applicable rules of the
Securities and Exchange Commission); or (c) for such other periods
as the Securities and Exchange Commission may permit.
Unless the Certificateholder has elected an in kind payment,
the Depositor has the right to purchase any Certificate tendered to
the Trustee for redemption no later than the close of business on
the Business Day next following tender at a price not less than the
Redemption Price. So long as the Depositor is maintaining a bid in
the secondary market in excess of the Redemption Price, the
Depositor will repurchase any Certificates tendered to the Trustee
for redemption in cash. The Trustee is irrevocably authorized in
its discretion, in the event that the Depositor does not elect to
purchase any Certificate tendered for redemption in cash, or in the
event that the Depositor tenders a Certificate for redemption in
cash, in lieu of redeeming this Certificate if tendered for
redemption, to sell the Certificate in the over-the-counter market
for the account of the Certificateholder at a price which will
return to the Certificateholder an amount in cash, net after
deducting brokerage commissions, transfer taxes and other charges,
equal to or in excess of the Redemption Price. In the event of any
such sale, the Trustee shall pay the net proceeds thereof to the
Certificateholder on the day he would otherwise be entitled to
receive payment of the Redemption Price.
Income received by the Trustee as part of the series of the
above Trust shall be credited to a separate Income Account for the
above Trust. With certain exceptions specified in the Indenture,
all other monies received by the Trustee as part of the series of
the above Trust shall be credited to a separate Capital Account for
the above Trust.
Record Dates and Distribution Dates for the series of the
above Trust are specified in the Prospectus.
The fractional undivided interest represented by this
Certificate in the distributable cash balance of the Income and
Capital Accounts of the above Trust (after the deductions referred
to below) as of the Record Date shall be distributed upon the
termination of the Indenture with respect to the above Trust in the
manner and subject to the limitations specified in the Indenture.
All distributions from the Income and Capital Accounts shall be
made to the Certificateholder of record of this Certificate at the
close of business on the Record Date prior to the Distribution Date
on which such distributions are made.
Distributions by the Trustee shall be made either by check
mailed to the post office address of the Certificateholder hereof
appearing on the registration books of the Trustee or by such other
means as shall have been mutually agreed upon by the
Certificateholder and the Trustee, provided, however, that this
Certificate shall be surrendered to the Trustee at or prior to the
distribution in termination of the Trust.
From time to time deductions shall be made from the Income and
Capital Accounts of the above Trust, as provided in the Indenture,
for redemption of Units, purchase of Securities in accordance with
the Indenture out of the proceeds of money held in respect of
Securities the contracts for which have failed, compensation of the
Trustee and the Evaluator, reimbursement of expenses and advances
incurred by or on behalf of the Trustee, legal and certain auditing
expenses and payment of, or the establishment of a reserve for
applicable taxes or government charges.
Within a reasonable period of time after the end of each
calendar year the Trustee shall furnish to the registered
Certificateholder of this Certificate a statement setting forth,
among other things, the amounts received and deductions therefrom
and the amounts distributed during the preceding year in respect of
income on, and sales, redemptions or maturities of, Securities held
in the series of the above Trust. Certificates in the above Trust
are interchangeable for one or more other Certificates in the above
Trust in an equal aggregate number of Units in denominations of one
Unit or any multiple thereof. The Certificateholder hereof may be
required to pay a charge of $2.00 (or other such amount as may be
determined by the Trustee and approved by the Depositor) per
Certificate issued in connection with the transfer or interchange
of this Certificate and any tax or other governmental charge that
may be imposed in connection with the transfer, interchange or
other surrender of this Certificate.
Units may also be held in uncertificated form.
Certificateholder of Units evidenced by Certificates may at any
time elect to have their Units held in uncertificated form by
surrendering their Certificates to the Trustee for cancellation.
At such time, an appropriate notation will be made in the
registration books of the Trustee to indicate that the Units
formerly evidenced by such cancelled Certificates are held in
uncertificated form. The Trustee shall at the request of the
Certificateholder of any Units held in uncertificated form, issue
a new Certificate to evidence such Units and at such time make an
appropriate notation in the registration books of the Trustee.
Uncertificated Units are transferable and interchangeable by the
Certificateholder or his duly authorized attorney at the corporate
trust office of the Trustee upon delivery of an instrument of
transfer and related documents in form satisfactory to the Trustee
and payment of any tax or other governmental charges, fees and
expenses applicable thereto.
The Trustee may deem and treat the person in whose name any
Unit is registered upon the books of the Trustee as the owner
thereof for all purposes and the Trustee shall not be affected by
any notice to the contrary.
The Indenture and the trust created thereby shall terminate
with respect to the above Trust upon maturity, sale or other
disposition of the last Security held thereunder in the above
Trust; provided, however, that in no event shall the Indenture and
the trust created thereby continue beyond the date specified in the
Prospectus. The trust may be terminated prior to such dated under
certain circumstances which include a decrease in the value of the
series of the above Trust to less than the amount specified in the
Prospectus. Upon any termination, the Trustee shall sell all of
the Securities then held in the above Trust and distribute pro rata
the funds then held in the series of the above Trust but only, in
the case of the certificated Units, upon the surrender of the
related Certificates. Upon termination, the Trustee shall be under
no further obligation with respect to the series of the above
Trust, except to hold the same in trust, without interest, until
distribution as aforesaid and shall have no duty upon any such
termination to communicate with the Certificateholder hereof other
than by mail at the address of such Certificateholder appearing on
the registration books of the Trustee.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof, the modification of the rights and
obligations of the Depositor, the Evaluator, the Trustee and the
Certificateholders of Units thereunder and the waiver of the
performance of any of the provisions thereof at any time with the
consent of Certificateholders of 51% of the Units of the above
Trust at any time outstanding under the Indenture. Any such
consent or waiver by the Certificateholder of any Units represented
by this Certificate shall be conclusive and binding upon such
Certificateholder and upon all future Certificateholders of this
Certificate and of any Units, whether evidenced by a Certificate or
in uncertificated form, issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not the
notation of such consent or waiver is made upon this Certificate
and whether or not the Unit(s) evidenced thereby are at such time
in uncertificated form. The Indenture also permits the amendment
thereof, in certain limited circumstances, without the consent of
the Certificateholders of any of the Units.
Form of Assignment
FOR VALUE RECEIVED, ____________________________ hereby
sells, assigns and transfers ___________________ Units unto
_______________________
_______________________
Please Insert Social Security or
Other Identifying Number of
Assignee
_________________________________
_________________________________
and does hereby irrevocably constitute and appoint
_________________________ ,
attorney, to transfer said Units on the books of the
Trustee, with full power of substitution in the premises.
Dated: ___________________
___________________________
Notice: The si gnature to this assignment must
correspond with the name as written upon the
face of the Cer tificate in every particular
without alteration or enlargement or any change whatever.
(3) "Certificateholder" shall mean the registered holder of
any Unit, whether or not evidenced by a Certificate, as recorded on
the books of the Trustee, his legal representatives and heirs and
the successors of any corporation, partnership or other legal
entity that is a registered holder of such Unit and as such shall
be deemed a beneficiary of the trust created by the Indenture to
the extent of his pro rata share thereof.
(4) "Contract Securities" shall mean Securities which are to,
be acquired for the series of any Trust pursuant to contracts which
have been assigned to the Trustee, including (i) Securities listed
in Schedule &, to the Reference Trust Indenture, and (ii)
Securities which the Depositor has contracted to purchase for the
series of any Trust pursuant to Section 3.06, together with the
cash, cash equivalents and/or irrevocable letter or letters of
credit issued by one or more commercial banks in the amount
required for such purchase.
(5) "Depositor" shall mean Oppenheimer Investor Services,
Inc., or its successors or any successor Depositor as herein
provided.
(6) "Distribution Date" shall mean the day for each Trust set
forth as such in the Prospectus under the heading "Investment
Summary," unless another meaning is assigned to it in Part 11 of
the Reference Trust Indenture.
(7) "Evaluation Time" shall mean 3:30 P.M. New York time
unless another meaning is assigned to it in Part II of the
Reference Trust Indenture.
(8) "Evaluator" shall mean Interactive Data Service, Inc., or
its successors or any successor Evaluator appointed as herein
provided.
(9) "Face Amount" shall mean the face amount of Obligations.
(10) "Indenture" shall mean these Standard Terms and
Conditions of Trust and the Reference Trust Indenture into which
these Standard Terms and Conditions of Trust are incorporated, and
all amendments and supplements hereto and thereto.
(11) "Interest" shall mean interest on Interest Bearing
Securities, provided that the term "Interest" shall not include the
amortization of original issue discount receivable upon the
maturity of Obligations.
(12) "Interest Bearing Securities" shall mean the Securities
listed on Schedule A to the Reference Trust Indenture which, in the
form held by any Trust, entitle the holder to periodic interest
payments, and any other such Securities deposited pursuant to
Section 3.06, provided that all Interest Bearing Securities shall
be debt obligations issued by the United States Treasury or backed
by the full faith and credit of the United States or participations
therein or receipts or certificates therefor.
(13) "Obligations" shall mean bearer debt obligations issued
by the United States of America that have been stripped of their
unmatured interest coupons, interest coupons which have been
stripped from such bearer debt obligations, and participations in
and receipts and certificates for such stripped debt obligations,
including Contract Securities (a) that are listed in Schedule A to
the Reference Trust Indenture, or (b) that have been purchased by,
or that the Trustee has contracted to purchase on behalf of, the
series of the related Trust pursuant to Section 3.06 of these
Standard Terms and Conditions of Trust, as may from time to time
continue to be held as part of the series of such Trust.
(14) "Prospectus" shall mean the prospectus relating to the
Trust created by the Reference Trust Indenture as filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended.
(15) "Record Date" shall mean the Business Day which
immediately precedes a Distribution Date.
(16) "Reference Trust Indenture" shall mean the Indenture for
the particular Series of Oppenheimer Zero Coupon U.S. Treasuries
Trust into which the terms of these Standard Terms and Conditions
of Trust are incorporated and which affects any amendment,
supplement or variation from or to these Standard Trust and
Conditions of Trust, including all amendments and supplements to
such Indenture.
(17) "Securities" shall mean the Obligations and Interest
Bearing Securities.
(18) "Series" shall mean, when its initial letter "s" is not
capitalized, the individual portfolio of a Trust consisting of
Obligations maturing in the same year; when its initial letter "S"
is capitalized, it shall mean a specific Trust.
(19) "Trust" shall mean each of the trusts created by the
Indenture which are specified in the Prospectus, the Securities of
which as of the date of the Reference Trust Indenture are listed on
the respective pages of Schedule A to that Reference Trust
Indenture. The term "Trusts" shall mean the foregoing trusts
considered collectively.
(20) "Trustee" shall mean United States Trust Company of New
York, or its successors or any successor Trustee appointed as
herein provided.
(21) "Unit" shall mean the fractional undivided interest in
and ownership of the fund of each Trust which shall be initially
equal to the fraction specified in the Prospectus the denominator
of which fraction shall be decreased by the number of any Units of
each Trust redeemed as provided in Section 5.02 and increased by
the number of additional Units issued as provided in Section 3.06.
Whenever reference is made herein to the "interest" of a
Certificateholder in the series or in the Income or Capital
Accounts of any Trust, it shall mean fractional undivided interest
represented by the number of Units of such Trust held of record by
such Certificateholder.
(22) Words importing a singular number shall include the
plural number in each case and vice versa, and words importing
persons shall include corporations and associations, as well as
natural persons.
(23) The words "herein," hereby," "herewith," "hereof,"
"hereinafter," "hereunder," "hereinabove," "hereafter,"
"heretofore," and similar words or phrases of reference and
association shall refer to the Indenture in its entirety.
ARTICLE II
Deposit of Securities; Acceptance of Trust;
Issuance of Certificates
Section 2.01. Declaration of Trust: The Trustee declares it
holds and will hold for each Trust as Trustee in trust upon the
trusts herein set forth for the use and benefit of all present and
future Certificateholders of such Trust the Securities in each such
Trust and all undistributed Interest and other amounts received or
accrued thereon, including any undistributed cash held in the
Capital and Income Accounts of that Trust, as defined in Sections
3.02(a) and 3.03(a), or otherwise realized from the sale,
liquidation, redemption or maturity of the Securities in that
Trust, exclusive of any amounts in the Reserve Account of that
Trust, as defined in Section 3.04.
Section 2.02. Issuance of Certificates: The Trustee
acknowledges that the Securities listed in Schedule A to the
Reference Trust Indenture have been deposited with it, or contracts
for the purchase thereof have been assigned to it by the Depositor
on the date of the Reference Trust Indenture and that on the same
date it has executed and, except with respect to Units held in
uncertificated form, delivered to or on the order of the Depositor
in exchange therefor Certificates evidencing the ownership of the
number of Units of each Trust specified in Part II of said
Reference Trust Indenture. On the date of any supplement or
amendment to the Reference Trust Indenture, the Trustee shall,
acknowledge that the Securities described therein have been
deposited with it pursuant to Section 3.06 by executing and, except
with respect to Units held in uncertificated form, delivering to or
on the order of the Depositor in exchange therefor certificates
evidencing the ownership of the aggregate number of Units of each
Trust specified in Part II of such supplement or amendment to the
Reference Trust Indenture.
Section 2.03. Conveyance of Interest of Depositor: The
Depositor hereby does, and at the time of any supplement or
amendment to the Reference Trust Indenture by execution thereof
shall, grant and convey all of its right, title and interest in and
to the Securities and interest accrued and unpaid thereon to the
Trustee for the benefit of each Certificateholder to the extent of
such Certificateholder's interest in the series of the related
Trust.
Section 2.04. Certain Contracts Satisfactory. The Depositor
hereby approves as satisfactory in form and substance the contracts
to be entered into or assumed by the Trustee with regard to any
Contract Securities listed on Schedule A to the Reference Trust
Indenture and hereby authorizes the Trustee on behalf of the fund
to each Trust to enter into or assume such contracts, and otherwise
to carry out the terms and provisions thereof in order to complete
the purchase of the Securities covered thereby.
ARTICLE III
Administration of Trust
Section 3.01. Initial Cost: The cost of the initial
preparation, printing and execution of Certificates and the
Indenture, the initial fees of the Trustee and the Trustee's
counsel, and other reasonable expenses in connection therewith,
together with all of the costs registering the Units under the
Securities Act of 1933 and each Trust under the Investment Company
Act of 1940, shall be paid by the Depositor.
Section 3.02. Income Amount: (a) The Trustee shall collect
all Interest on the Interest Bowing securities in each Trust as it
becomes payable (including, without limitation, all Interest
accrued on but unpaid prior to the date of deposit or acquisition
of the Interest Bearing Securities hereunder, and that part of the
proceeds of the sale, liquidation, redemption or maturity of any
Interest Bearing Securities which represents accrued Interest
thereon and including all monies representing penalties for the
failure to make timely payments on the Interest Bearing Securities,
or as liquidated damages for default or breach of any condition or
term of the Interest Bearing Securities or of any instrument
underlying such Interest Bearing Securities) and credit such
Interest to a separate account for the Trust to which the Interest
relates, to be known as the "Income Account."
(b) The Trustee shall advance our of its own funds and cause
to be deposited in and credited to the Income Account amounts,
which shall be deposited no later than the settlement date for
Units of a Trust as set forth in the Prospectus, sufficient to
cover accrued Interest on the Interest Bearing Securities deposited
for the fund or that Trust to the date of deposit of such
Securities; provided, however, that the Trustee shall be entitled
to be reimbursed without interest out of the fund of that Trust for
any and all amounts advanced by it pursuant to this Section
3.02(b), including from the Income Account when funds are available
from Interest. The Trustee shall be deemed to be the beneficial
owner of the Interest payments or coupons in question to the extent
of all amounts advanced by it pursuant to this Section 3.02(b).
Section 3.03. Capital Account: (a) All monies (including
monies delivered to the Trustee for the purchase of Contract
Securities which monies are no longer required for such purpose),
other than amounts credited to the Income Account of each Trust,
received by the Trustee in respect of the Securities held in such
trust shall be credited to a separate account known as the "Capital
Account" of the particular Trust specified in the Prospectus;
provided, however, that monies which are required to cover the
purchase of Contract Securities shall be held specially by the
Trustee for such purchase and shall not be deemed to be part of the
Capital Account of any Trust until the Depositor shall have
notified the Trustee that the contracts to purchase such Contract
Securities have failed and the Trustee has received directions
either to invest in Replacement Securities in accordance with
Section 3.06 or to distribute such monies in accordance with
Section 3.05 hereof.
(b) The Trustee shall advance our of its own funds and cause
to be held specially in connection with the acquisition of any
Contract Securities initially deposited in the fund of each Trust
any required amounts in respect of accrued interest on Interest
Bearing Securities which are not covered by cash or the letter or
letters of credit furnished by the Depositor on the date of
deposit; provided that the Trust shall be entitled to be reimbursed
without interest out of the fund of a Trust for any and all amounts
advanced by it pursuant to this Section 3.03(b) from the Income
Account of such Trust, when funds are available from the Interest
on any of the Interest Bearing Securities in such Trust; and
provided further that the Trustee shall be deemed to be the
beneficial owner of the Interest payments or coupons in question to
the extent of any such advances.
Section 3.04. Reserve Account: From time to time the Trustee
may withdraw from the cash on deposit in the Income Account or the
Capital Account of any Trust such amounts as it, in its sole
discretion, shall deem requisite to establish a reserve for any
applicable taxes or other governmental charges that may be payable
out of the fund of such Trust. Such amounts so withdrawn shall be
credited by a separate account which shall be known as the "Reserve
Account" of such Trust. The Trustee shall not be required to
distribute to Certificateholders any of the amounts in any Reserve
Account; provided, however, that if it shall, in its sole
discretion, determine that such amounts are no longer necessary for
payment of any applicable taxes or other governmental charges, then
it shall promptly deposit such amounts in the appropriate account
from which withdrawn or, if the Trust has been terminated or shall
be in the process of termination, the Trustee shall distribute to
each Certificateholder of such Trust such Certificateholder's
interest in the Reserve Account in accordance with Section 9.02.
Section 3.05. Deductions and Distributions: On the last
Business Day of each month in which Interest is received on any
Interest Bearing Security in a Trust, the Trustee shall:
(a) deduct from the Income Account of such Trust or, to
the extent funds are not available in such Account, from the
Capital Account of such Trust and pay to itself individually
the amounts that it is at the time entitled to receive
pursuant to Sections 3.02(b), 3.03(b) and 6.05; and
(b) deduct from the Income Account of each Trust or, to
the extent funds are not available in such Account, from the
Capital Account of such Trust and pay to counsel, as
hereinafter provided for, an amount equal to unpaid fees and
expenses, losses and liabilities if any, and the fees and
expenses, if any, of such counsel pursuant to Sections 3.10
and 8.03(B) as certified to by the Depositor.
All monies held in the Income Account and the Capital
Account of each Trust shall be held without interest by the Trustee
in such Accounts until the termination of the Indenture with
respect to such Trust and shall then be distributed in accordance
with the provisions of Section 9.02, except that any monies
deposited in the Capital Account pursuant to Section 3.03(a)
resulting from a failure of a contract to purchase Contract
Securities or, pursuant to Section 3.06, any excess monies
resulting from the purchase of Replacement Securities shall, within
30 days after the deposit, be distributed to Certificateholders of
record on the Business Day prior to the distribution.
For the purpose of distributions as herein provided, the
Certificateholders of record on the registration books of the
Trustee at the close of business on the Record Date prior to each
Distribution Date shall be conclusively entitled to the
distribution made on such Distribution Date, and no liability shall
attach to the Trustee by reason of payment to or on the order of
any such Certificateholder of record. Nothing herein shall be
construed to prevent the payment of amounts from the Income Account
and the Capital Account to individual Certificateholders by means
of one check, draft or other proper instrument, provided that the
appropriate statement of such distribution shall be furnished
therewith as provided in Section 3.07 hereof.
Section 3.06. Deposit of Additional Securities and
Replacement Securities: Pursuant to these Standard Terms and
Conditions of Trust and the terms of a supplement to the Reference
Trust Indenture relating to the Trust of any Series specified
therein, the Depositor from time to time may deposit with the
Trustee of such Trust additional Securities to be held as a part of
the fund of such Trust, and the Trustee shall execute and deliver
to or on the order of the Depositor in exchange therefor
Certificates evidencing the ownership of the number of Units of
such Trust specified in Part II of such supplement to the Reference
Trust Indenture. The Depositor may also in writing from time to
time direct the Trustee to purchase, or to enter into contracts
(which the Depositor shall have approved as satisfactory in form
and substance) to purchase Securities ("Replacement Securities")
selected by the Depositor as provided below to be held as a part of
the series of a Trust in substitution for Contract Securities with
respect to which contracts have failed. Such additional or
Replacement Securities (i) shall be Obligations or Interest Bearing
Securities, and (ii) shall maintain as far as practicable the
original percentage relationship between the principal amounts of
such Securities in such Trust and have identical maturities to
those established by the initial deposit of Securities in such
Trust; provided that any additional Interest Bearing Securities so
deposited shall bear Interest at the same rate as the Interest
Bearing Securities initially deposited in each such Trust on the
date of the Reference Trust Indenture.
The purchase price of Replacement Securities (including
accrued Interest) shall not exceed the balance in the Capital
Account at the time of such direction resulting from the deposit of
money therein as a result of any failure of contracts to purchase
Contract securities.
The written instructions of the Depositor to the Trustee to
purchase Replacement Securities shall: (1) identify the Replacement
Securities to be purchased; (2) state that the contract to
purchase, if any, to be entered into is satisfactory in form and
substance; and (3) state that the foregoing conditions have been
satisfied with respect to the Replacement Securities. Upon
satisfaction of the foregoing conditions with respect to any
Replacement Securities, the Trustee, at the direction of the
Depositor, shall enter into the contract, if any, to purchase such
Replacement Securities and take all steps reasonably necessary to
complete the purchase for the fund of the Trust. Any Replacement
Securities received by the Trustee shall be deposited hereunder and
shall be subject to the terms and conditions of the Indenture to
the same extent as other Securities deposited hereunder.
Whenever a Replacement Security is acquired for the fund of
any Trust pursuant to the provisions of this Section, the Trustee
shall, within five days thereafter, mail to all Certificateholders
notices of such acquisition, including an identification of the
failed Securities eliminated and the Replacement Securities
acquired. Amounts in respect of the purchase price of Replacement
Securities on account of principal shall be paid out of and charged
against the Capital Account and on account of any accrued Interest
thereon shall be paid out of and charged against the Capital
Account to the extent that monies in that Account represent funds
deposited by the Trustee to cover accrued Interest payable with
respect to the purchase of Contract Securities and, to the extent
that such monies are not available, the Income Account. The
Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any purchase made
pursuant to any such instructions of the Depositor and, in the
absence of such instructions, the Trustee shall have no duty to
purchase any Replacement Securities under the Indenture. The
Depositor shall not be liable for any failure to instruct the
Trustee to purchase any Replacement Security or for errors of
judgment in selecting any Replacement Security.
Section 3.07. Statements and Reports: With each distribution
from the Income or Capital Accounts of each Trust, the Trustee
shall set forth, either in the instrument by means of which payment
of such distribution is made or in an accompanying statement, the
amount being distributed from each such account expressed as a
dollar amount per Unit of such Trust.
Within a reasonable period of time after the last Business Day
of each calendar year, the Trustee shall furnish to each person who
at any time during such calendar year was a Certificateholder of
any Trust a statement setting forth, with respect to such calendar
year:
(A) as to the Income Account of such Trust:
(1) the amount of Interest received on the Interest
Bearing Securities;
(2) the amounts paid for purchases of Replacement
Securities pursuant to Section 3.06, and for redemptions pursuant
to Section 5.02;
(3) the deductions of payment of applicable taxes and
fees and expenses of the Trustee (other than the expenses borne by
the Trustee pursuant to Section 3.15) and of counsel pursuant to
Sections 3.10 and 8.03(B), if any;
(4) the amounts reserved for purchases of Contract
Securities or Replacement Securities; and
(5) the balance remaining after such distributions,
reservations and deductions, expressed both as a total dollar
amount and as a dollar amount per Unit of such Trust outstanding on
the last Business Day of such calendar year;
(B) as to the Capital Account of such Trust:
(1) the dates of the sale, maturity, liquidation or
redemption of any of the Securities and the net proceeds received
therefrom, excluding any portion thereof credited to the Income
Account;
(2) the amounts paid for purchases of Replacement
Securities pursuant to Section 3.06, and for redemptions pursuant
to Section 5.02;
(3) the deductions for payment of applicable taxes and
fees and expenses of the Trustee and of counsel pursuant to
Sections 3.10 and 8.03(B), if any;
(4) the amounts reserved for purchases of Contract
Securities or Replacement Securities; and
(5) the balance remaining after such distributions,
reservations and deductions, expressed both as a total dollar
amount and as a dollar amount per Unit of such Trust outstanding on
the last Business Day of such calendar year; and
(C) The following information:
(1) a list of the Securities in such Trust disposed of
or acquired or during such calendar year and a list of the
Securities in such Trust as of the last Business Day of such
calendar year;
(2) the number of Units of such Trust outstanding on the
last Business Day of such calendar year;
(3) the Unit Value (as defined in Section 5.01) based on
the last Trust Evaluation pursuant to Section 5.01 made during such
calendar year; and
(4) the amounts actually distributed to
Certificateholders of such Trust during such calendar year from the
Income and Capital Accounts of such Trust, separately stated,
expressed both as total dollar amounts and as dollar amounts per
Unit of such Trust outstanding on the Record Dates for such
distributions.
Section 3.08. Sale of Securities: In order to maintain the
sound investment character of any Trust, the Depositor may direct
the Trustee to sell Securities at such price and time and in such
manner as shall be determined by the Depositor, provided that the
Depositor has determined that any one or more of the following
conditions exist:
(a) that there has been a default on such Securities in the
payment of principal or Interest, or both, when due and
payable;
(b) that any action or proceeding has been instituted in law
or equity seeking to restrain or enjoin the payment of
principal or Interest on any such Securities, or that there
exists any other legal question or impediment affecting such
Securities or the payment of principal or Interest on the
same;
(c) that there has been a default in the payment of principal
or Interest on any other outstanding securities issued by the
same issuer or backed by the full faith and credit of the
United States; or
(d) that the price of any such Securities has declined to
such an extent, or such other market or credit factor exists,
so that in the opinion of the Depositor the retention of such
Securities would be detrimental to such Trust or to the
interest of the Certificateholders.
Upon receipt of such direction from the Depositor, upon which
the Trustee shall rely, the Trustee shall proceed to sell the
specified Securities in accordance with such direction. The
Trustee shall not be liable or responsible in any way for
depreciation of loss incurred by reason of any sale made pursuant
to any such direction or by reason of the failure of the Depositor
to give any such direction, and in the absence of such direction
the Trustee shall have no duty to sell any Securities under this
Section 3.09 except to the extent otherwise required by Section 3.1
1.
Section 3.09. Refunding Securities: In the event that an
offer shall be made by the issuer or obligator of any of the
Securities to issue new Securities in exchange and substitution for
any issue of Securities pursuant to a plan for the refunding or
refinancing of such Securities, the Depositor shall instruct the
Trustee in writing to reject such offer and either to hold or sell
such Securities.
Section 3.10. Counsel: The Depositor may employ from time to
time as it may deem necessary a firm of attorneys to act on behalf
of the series of any Trust for any legal services in connection
with the Securities in such Trust, and any legal matters relating
to the possible disposition or acquisition of any Securities
pursuant to any provision hereof. The fees and expenses of such
counsel shall be paid by the Trustee from the Income and Capital
Accounts as provided for in Section 3.05(b) hereof.
Section 3.11. Notice and Sale by Trustee: If at any time the
principal of or Interest on any of the Interest Bearing Securities
shall be in default or not paid when due, the Trustee shall notify
the Depositor. If within 30 days after such notification the
Depositor has not given any instruction in writing to sell or to
hold or has not taken any other action in connection with such
Securities, the Trustee shall sell such Securities forthwith, and
neither the Trustee nor the Depositor shall not be liable or
responsible in any way for depreciation or loss incurred by reason
of such sale.
Section 3.12. Trustee not to Amortize: Nothing in the
Indenture, or otherwise, shall be construed to require the Trustee
to make any adjustments between the Income and Capital Accounts of
any Trust by reason of any premium or discount in respect of any of
the Securities in such Trust.
Section 3.13. Notice to Depositor: In the event that the
Trustee shall have been notified at any time of any action to be
taken or proposed to be taken by holders of the Securities
(including but not limited to the making of any demand, direction,
request, giving of any notice, consent or waiver or the voting with
respect to any amendment or supplement to any indenture,
resolution, agreement or other instrument under or pursuant to
which the Securities have been issued), the Trustee shall promptly
notify the Depositor and shall thereupon take such action or
refrain from taking any action as the Depositor shall in writing
direct; provided, however, that if the Depositor shall not within
five Business Days of the giving of such notice to the Depositor
direct the Trustee to take or refrain from taking any action, the
Trustee shall take such action as it, in its sole discretion, shall
deem advisable. The securities, in the discretion of the Trustee,
may be interchanged from time to time into either bearer form or
registered form without any notification thereof to the Depositor
or Certificateholders and may be registered in the name of the
Trustee or in the name of any nominee designated by it. Neither
the Depositor nor the Trustee shall be liable to any person for any
action or failure to take action with respect to this Section.
Section 3.14. Notice by Trustee: The Trustee shall give
prompt written notice to the Depositor and the Evaluator of all
amounts credited to or withdrawn from the Capital Account of any
Trust pursuant to any provisions of this Article III, and the
balance of such Account after giving effect to such credit or
withdrawal. The Trustee shall also give prompt written notice to
the Depositor of any notice given to or received by the Trustee
relating to the redemption, retirement, prefunding or other similar
matter affecting the maturity of the Securities.
Section 3.15. Expenses Borne by the Trustee: The following
regular and recurring expenses of the fund of each Trust shall be
borne by the Trustee: (a) the compensation of the Evaluator
provided for in Section 4.02; (b) auditing fees; and (c) postage,
stationery, printing and reproduction charges incurred in preparing
and mailing the statements and reports furnished pursuant to
Sections 3.07 and 6.03 and the distributions made pursuant to
Section 3.05; provided that the Trustee shall not be obligated to
bear expenses pursuant to this Section in excess of an amount, if
any, specified in Part II of the Reference Trust Indenture with
regard to any calendar year for any Trust (or in excess of a
prorated portion of such amount in regard to periods of less than
one year) and any such amount so paid by the Trustee shall be
reimbursed to the Trustee pursuant to Section 6.05.
Section 3.16. Payment to Depositor of Accrued Interest: On
any settlement date for Units as set forth in the Prospectus there
will be a special distribution to the Depositor, as
Certificateholder of record on the date of deposit of Interest
Bearing Securities in the series of any Trust, of those amounts
advanced by the Trustee to such series sufficient to cover accrued
Interest to the date of deposit on the underlying Interest Bearing
Securities. In the event that contracts to purchase Interest
Bearing Securities are deemed to be failed contracts subsequent to
the settlement date for Units, and the Trustee has distributed
accrued Interest on such Interest Bearing Securities in the form of
a special distribution to the Depositor, the Depositor shall
promptly reimburse the Trustee in the amount of accrued Interest
distributed on such Interest Bearing Securities.
ARTICLE IV
Evaluation of Secu rities; Evaluator
Section 4.01. Evaluation by Evaluator: The Evaluator shall
determine separately and promptly furnish to the Trustee and the
Depositor, upon request, the value of each issue of Securities
(treating separate maturities of Securities as separate issues) as
of the Evaluation Time on the bid side of the market on the days on
which evaluation of each Trust is required by Section 5.01, and, in
addition, as of the Evaluation Time on the offering side of the
market if the secondary market for the Units is maintained based on
offering side values, but on the bid side of the market if the
secondary market in the Units is maintained based on bid side
values, or on both the bid and offering sides, if the Trustee shall
so inform the Evaluator from time to time, such additional
evaluation being on the last Business Day of each calendar week for
any week in which the Evaluator and the Trustee have been informed
by the Depositor that no initial public offering of Certificates is
being conducted. If the Securities are listed on a national
securities exchange, the current bid or offering side evaluation
shall be determined on the basis of the closing sale price on such
exchange (unless the Evaluator deems such price inappropriate as a
basis for valuation). If the Securities are not so listed or, if
so listed and the principal market therefor is other than on such
exchange or there is no such closing sale price available, the
current bid or offering price evaluation shall be based on the
closing sale prices of such Securities on the over-the-counter
market (unless the Evaluator deems such prices inappropriate as a
basis for valuation), or, if no such closing sale prices are
available (i) on the basis of current bid or offering prices for
the Securities, (ii) if current bid or offering prices are not
available for any Securities, on the basis of current bid or
offering prices for comparable securities, (iii) if no current bid
or offering price for comparable securities is available, by
determining the value of the Securities on the bid or offering side
of the market by appraisal, or (iv) by any combination of the
above.
For each evaluation, the Evaluator shall also determine and
furnish to the Trustee and the Depositor the aggregate of: (a) the
value of all Securities on the basis of such evaluation; and (b)
on the basis of the information furnished to the Evaluator by the
Trustee pursuant to Section 3.14, cash on hand in the series of
each Trust (other than cash, cash equivalents or a letter or
letters of credit issued by a commercial bank or banks held
specially for the purpose of Contract Securities).
For the purposes of this Section 4.01, the Evaluator may
obtain current bid or offering prices for the Securities from
investment dealers or brokers (including those affiliated with the
Depositor) that customarily deal in government securities or from
any other reporting service or source of information which the
Evaluator deems appropriate. For the purpose of permitting
Certificateholders to satisfy any reporting requirements of
applicable Federal or state tax law, the Evaluator shall make
available to the Trustee and the Trustee shall transmit to any
Certificateholder upon request any determination made by it
pursuant to this Section 4.01.
Section 4.02. Compensation of the Evaluator: As compensation
for its services hereunder, the Evaluator shall receive against a
statement therefor submitted to the Trustee monthly on or about the
last Business Day of each month the amount specified as
compensation for the Evaluator in the Prospectus.
Section 4.03. Liability of the Evaluator: The Trustee, the
Depositor and the Certificateholders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. The determinations made by the Evaluator
hereunder shall be made in good faith upon the basis of the best
information available to it. The Evaluator shall be under no
liability to the Trustee, the Depositor or the Certificateholders
for errors in judgment; provided, however, that this provision
shall not protect the Evaluator against any liability to which it
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of it duties or by
reason of its reckless disregard of its obligations and duties
hereunder.
Section 4.04. Successor Evaluator: (a) The Evaluator may
resign and be discharged hereunder by executing an instrument in
writing resigning as Evaluator and filing the same with the
Depositor and the Trustee, not less than 60 days before the date
specified in such instrument when, subject to Section 4.04(e), such
resignation is to take effect. Upon receiving such notice of
resignation, the Depositor and the Trustee shall use their best
efforts to appoint a successor Evaluator having qualifications and
at a rate of compensation satisfactory to the Depositor and the
Trustee. Such appointment shall be made by written instrument
executed by the Depositor and the Trustee, in duplicate, one copy
of which shall be delivered to the resigning Evaluator and one copy
to the successor Evaluator. The Depositor and the Trustee may
remove the Evaluator at any time upon 30 days' written notice and
appoint a successor Evaluator having qualifications and a rate of
compensation satisfactory to the Depositor and the Trustee. Such
appointment shall be made by written instrument executed by the
Depositor and the Trustee, in duplicate, one copy of which shall be
delivered to the Evaluator so removed and one copy to the successor
Evaluator. Notice of such resignation or removal and appointment
of a successor Evaluator shall be mailed by the Trustee to each
Certificateholder.
(b) Any successor Evaluator appointed hereunder shall
execute, acknowledge and deliver to the Depositor and the Trustee
an instrument accepting such appointment hereunder, and such
successor Evaluator without any further act, deed or conveyance
shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder with like effect as if
originally named Evaluator herein and shall be bound by all the
terms and conditions hereof.
(c) in case at any time the Evaluator shall resign and no
successor Evaluator shall have been appointed and have accepted
appointment within 30 days after notice of resignation has been
received by the Depositor and the Trustee, the Evaluator may
forthwith apply to a court of competent jurisdiction for the
appointment of a successor Evaluator. Such court may thereupon,
after such notice, if any, as it may deem proper, appoint a
successor Evaluator.
(d) Any corporation into which the Evaluator hereunder may be
merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Evaluator
hereunder shall be a party, shall be the successor Evaluator under
this Agreement without the execution or filing of any paper,
instrument or further act to be done on the part of the parties
hereto, anything herein, or in any agreement relating to such
merger or consolidation, by which the Evaluator may seek to retain
certain powers, rights and privileges theretofore obtaining for any
period of time following such merger or consolidation, to the
contrary
notwithstanding.
(e) Any resignation or removal of the Evaluator and
appointment of a successor Evaluator pursuant to this Section shall
become effective upon acceptance of appointment by the successor
Evaluator as provided in subsection (b) hereof.
ARTICLE V
Trust Ev aluation; Redemption;
Purchase ; Transfer; Interchange
or Repla cement of Certificates
Section 5.01. Trust Evaluation: The Trustee shall, as of the
Evaluation Time, (1) on each June 35-and December 31 (or if such
day is not a Business Day, the last Business Day prior thereto)
commencing with the first such day which is more than six months
after the date of the Reference Trust Indenture, (2) on any day on
which the New York Stock Exchange is open as of the Evaluation Time
next following the tender of any Unit for redemption, and (3) on
any Business Day desired by it, add (A) the cash on hand in the
series of the Trust being evaluated, other than cash being held
specially for the purchase of Contract Securities; (B) the
aggregate value of each issue of the Securities in the Trust being
evaluated (including Securities represented by contracts to
purchase such Securities) on the bid side of the market as
determined pursuant to Section 4.01; (C) accrued but unpaid
Interest on the Interest Bearing Securities at the close of
business on the date of such computation less amounts comprising
accrued Interest beneficially owned by the Trustee pursuant to
Sections 3.02(b) and 3.03(b); and (D) all other assets of the
series of the Trust being evaluated.
For each such evaluation, there shall be deducted from the sum
of the above: (A) amounts representing any applicable taxes or
governmental charges payable out of the series of the Trust being
evaluated and for which no deductions shall have previously been
made for the purpose of addition to the Reserve Account of such
Trust; (B) amounts representing estimated accrued fees and
expenses of the series of the Trust being evaluated, including but
not limited to unpaid fees and expenses by the Trustee (other than
the expenses borne by the Trustee pursuant to Section 3.14)
(including legal expenses) and unpaid fees and expenses of counsel
pursuant to Sections 3.10 and 8.03(B); and (C) cash or the value of
any Securities allocated for redemption of Units or for
distribution to Certificateholders of record of such Trust as of a
date prior to the evaluation then being made. The value of the pro
rata share of each Unit of a Trust determined on the basis of any
such evaluation shall be referred to herein as the "Unit Value."
If a Unit is tendered for redemption and is not purchased by the
Depositor or sold by the Trustee in the secondary market pursuant
to Section 5.02, the Trustee shall, for the purpose of making
future calculations pursuant to this Section 5.01, deem and treat
such tendered Unit as redeemed as of the next succeeding Evaluation
time following such tender.
Section 5.02. Redemptions by Trustee; Purchases by Depositor:
The Units represented by any Certificate tendered for redemption by
a Certificateholder or his duly authorized attorney to the Trustee
at its corporate trust office in the City of New York (accompanied,
in the case of uncertificated Units, by such documents as the
Trustee shall reasonably require and, in the case of certificated
Units, the related certificates), shall be redeemed by the Trustee
on or before the seventh calendar day following the day on which
tender for redemption is made, provided that if such seventh day is
not a Business Day, then such Unit shall be redeemed on the first
Business Day prior thereto (being herein called the "Redemption
Date"). Subject to payment by such Certificateholder of any tax or
other governmental charges which may be imposed thereon, such
redemption is to be made by distribution on he Redemption Date of
(a) cash or, if elected by the Certificateholder (b) Securities,
chosen from the current list described below, with an aggregate
value equal to the Units Value of the Units which have been
tendered for redemption (determined on the basis of the redemption
(determined on the basis of the Evaluation made in accordance with
Section 5.01) multiplied by the number of Units to be redeemed
(herein called the "Redemption Price") plus any cash for amounts
less than a Security taken in kind. The portion, if any, of the
Redemption Price which represents Interest shall be withdrawn, to
the extent available, from the Income Account of the Trust the
Units of which have been tendered for redemption. The balance paid
on any redemption including accrued but unpaid Interest, if any,
shall be withdrawn from the Capital Account of such Trust to the
extent that funds are available for such purposes. If such
available balance shall be insufficient, the Trustee shall sell
Securities from among those designated on the current list for such
Trust for such purpose as provided below in such amounts as shall
be necessary to satisfy such redemption. The Depositor shall
maintain such current list. In selling Securities, the Trustee
shall use its best efforts to secure the best price obtainable
taking into account any minimum limitation on sales which shall
have been specified by the Depositor. In the event that funds are
withdrawn from the Capital Account of such Trust or Securities are
sold for payment of any portion of the Redemption Price
representing accrued Interest, the Capital Account of such Trust
shall be reimbursed when sufficient funds are next available in the
Income Account of such Trust for such funds so applied.
The Trustee may in its discretion, and shall when so directed
by the Depositor, in writing, suspend the right of redemption or
postpone the date of payment of the Redemption Price for more than
seven calendar days following the day on which tender for
redemption is made: (1) for any period during which the New York
Stock Exchange is closed other than customary weekend and holiday
closings; or (2) or any period during which trading on the New
York Stock Exchange is restricted or during which an emergency
exists as a result of which disposal by any Trust of the Securities
is not reasonably practicable or it is not reasonably practicable
to determine fairly in accordance herewith the value of the
Securities (such conditions to be determined under applicable rules
of the Securities and Exchange Commission); or (3) for such other
periods as the Securities and Exchange Commission may permit, and
shall not be liable to any person or in any way for any loss or
damage which may result from any such suspension or postponement.
Not later than the close of business on the day of tender of
a Unit for redemption in cash by a Certificateholder other than the
Depositor, the Trustee shall notify the Depositor of such tender.
The Depositor shall have the right to purchase such Unit by
notifying the Trustee of its election to make such purchase as soon
as practicable thereafter but in no event subsequent to the close
of business on the Business Day immediately following the tender
for redemption. Such purchase shall be made by payment immediately
following the tender for redemption. Such purchase shall be made
by payment for such Unit by the Depositor to the Certificateholder
not later than the close of business on said Business Day
immediately following the date of tender of an amount not less than
the Redemption Price which would otherwise by payable by the
Trustee to such Certificateholder. So long as the Depositor is
maintaining a bid in the secondary market in excess of the
Redemption Price, the Depositor will so repurchase any Unit
tendered by the Trustee for redemption for cash.
Any Unit so purchased by the Depositor may at the option of
the Depositor be tendered to the Trustee for redemption at the
corporate trust office of the Trustee in the manner provided in the
first paragraph of this Section 5.02, provided that in no event
shall the Depositor receive a greater amount on such redemption
than the amount the Depositor paid in purchasing such Units plus
accrued Interest less the amount, if any, of any distributions from
the Capital Account received by it with respect to such Unit. By
tendering any Unit for redemption, the Depositor shall be deemed to
have certified to the Trustee as to its compliance with this
paragraph.
If the Depositor repurchases Units in the secondary market at
a price below the aggregate offering side evaluation of Securities
in any Trust to which such Units relate, it will not resell such
Units in the secondary market. Such Units may at the option of the
Depositor be tendered to the Trustee for redemption at the
corporate trust office of the Trustee, in the manner provided in
the first paragraph of this Section 5.02.
From time to time, at the request of the Trustee, the
Depositor shall deliver a current list of Securities of such Trust
to be sold and designate Securities to be sold therefrom for the
purpose of redemption of Units of such Trust and for payment of
expenses hereunder in the manner provided for and in compliance
with the provisions of the first paragraph of this Section 5.02.
In connection with such list, the Depositor may specify the minimum
Face Amount of any Securities to be sold at any one time. If at
any such time, the Depositor shall for any reason fail to deliver
such a list, the Trustee, in its sole discretion, may designate a
current list of Securities of such Trust for such purposes. The
net proceeds of any sale of Securities which represents Interest
shall be credited to the Income Account, and the balance of such
net proceeds shall be credited to the Capital Account.
Notwithstanding the foregoing provisions of this Section 5.02,
the Trustee is hereby irrevocably authorized in its discretion, in
the event that the Depositor does not elect to purchase any Unit
tendered to the Trustee for redemption in cash, or in the event
that a Unit is being tendered by the Depositor for redemption in
cash, in lieu of redeeming Units tendered for redemption, to sell
such Units in the over-the-counter market for the account of
tendering Certificateholders at prices which will return to the
Certificateholders amounts in cash, net after deducting brokerage
commissions, transfer taxes and other charges, equal to or in
excess of the Redemption Prices which such Certificateholders would
otherwise be entitled to receive on redemption pursuant to this
Section 5.02. The Trustee shall pay to the Certificateholders the
net proceeds of any such sale on the day they would otherwise be
entitled to receive payment of the Redemption Price hereunder.
Neither the Trustee nor the Depositor shall be liable or
responsible in any way for depreciation or loss incurred by reason
of any sale of Securities made pursuant to this Section 5.02.
Certificates evidencing Units redeemed pursuant to this Section
5.02 shall be cancelled by the Trustee and the Unit or Units
evidenced by such Certificates shall be terminated by such
redemptions.
Section 5.03. Transfer or Interchange of Certificates: A
Unit may be transferred by the registered Certificateholder thereof
by presentation and surrender of a Certificate therefor at the
corporate trust office of the Trustee properly endorsed or
accompanied by a written instrument or instruments of transfer in
form satisfactory to the Trustee and executed by the
Certificateholder or his authorized attorney, whereupon a new
registered Certificate or Certificates for the same number of Units
executed by the Trustee and the Depositor will be issued in
exchange and substitution therefor. Units not represented by
Certificates may be transferred by giving transfer instructions to
the corporate Trust office of the Trustee in such form and
accompanied by such documents as the Trustee may reasonably
require. Certificates issued pursuant to the Indenture are
interchangeable for one or more other Certificates relating to the
same Trust in an equal aggregate number of Units and all
Certificates issued shall be issued in denominations of one Unit or
any multiple thereof as may be requested by the Certificateholder.
The Trustee may deem and treat the person in whose name any Unit
shall be registered upon the books of the Trustee as the owner of
such Unit for all purposes hereunder and the Trustee shall not be
affected by any notice to the contrary, nor liable to any person or
in any way for so deeming and treating the person in whose name any
Unit shall be so registered. The transfer books maintained by the
Trustee for purposes of this Section shall be closed in connection
with termination of any Trust pursuant to Article IX hereof.
A sum sufficient to pay any tax or other governmental charge
that may be imposed in connection with any such transfer or
interchange, including with respect to uncertificated Units, shall
be paid by the Certificateholder to the Trustee. The Trustee may
require a Certificateholder to pay $2.00 (or such other amount as
may be specified by the Trustee and approved by the Depositor) for
each new Certificate issued on any such transfer or interchange.
All Certificates cancelled pursuant to this Indenture other
than those endorsed for transfer may be disposed of by the Trustee
in accordance with its usual practice without liability on its
part. The Trustee may adopt other additional reasonable rules and
regulations applicable to the transfer, interchange, tender and
redemption of uncertificated Units.
Certificateholders of Units of any Trust evidenced by
Certificates may at any time elect to have such Units held in
uncertificated form by surrendering their Certificates to the
Trustee for cancellation. At such time, an appropriate notation
will be made in the registration books of the relevant Trust to
indicate that the Units formerly evidenced by such cancelled
Certificates are Units held in uncertificated form.
Certificateholders of any Trust who have elected to hold their
Units in uncertificated form may at any time request the Trustee to
issue Certificates for such Units. The Trustee shall, upon receipt
of such request in form satisfactory to it, issue such Certificates
in denominations of one Unit of any multiple thereof as may be
requested by the Certificateholder.
Section 5.04. Certificates Mutilated, Destroyed, Stolen or
Lost: In case any Certificate shall become mutilated or destroyed,
stolen or lost, the Trustee shall execute and deliver a new
Certificate in exchange and substitution therefor upon the
Certificateholder's furnishing the Trustee with proper
identification and indemnity satisfactory to the Trustee, complying
with such other reasonable regulations and conditions as the
Trustee may prescribe and paying such expenses as the Trustee may
incur. Any mutilated Certificate shall be duly surrendered and
cancelled before any new Certificate shall be issued in exchange
and substitution therefor. Upon the issuance of any new
Certificate a sum sufficient to pay any tax or other governmental
charge and the fees and expenses of the Trustee may be imposed.
Any such new Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the
Trust, as if originally issued, whether or not the lost, stole or
destroyed Certificate shall be found at any time, and the original
Certificate shall be null and void and of no effect and any bona
fide purchaser thereof shall have only such rights as are afforded
under Article 8 of the Uniform Commercial Code to a holder
presenting a certificate for transfer in the case of an overissue.
In the event the Certificate represents Units of a Trust that
has terminated or is in the process of termination, the Trustee
may, instead of issuing a new Certificate in exchange and
substitution for any Certificate which shall have become mutilated
or shall have been destroyed, stole or lost, make the distributions
in respect of such mutilated, stole or lost Certificate (without
surrender thereof except in the case of a mutilated Certificate) as
provided in Section 9.02 hereof if the Trustee is furnished with
such security or indemnity as it may require to save it harmless,
and in the case of destruction, loss or theft of a Certificate,
evidence to the satisfaction of the Trustee of the destruction,
loss or theft of such Certificate and of the ownership thereof.
Section 5.05. Form of Certificate: Each Certificate shall be
in fully registered form, shall be numbered serially for
identification, shall be executed in facsimile by the Depositor and
manually by an authorized signatory of the Trustee, shall be dated
the date of execution and delivery by the Trustee and shall
represent a fractional undivided interest in the series of Trust to
which such Certificate relates, the numerator of which fraction
shall be the number of Units set forth on the face of such
Certificate and the denominator of which shall be the total number
of units of undivided interest of such Trust outstanding at such
time.
ARTICLE VI
Trustee
Section 6.01. General Definition of Trustee's Liabilities,
Rights and Duties: In addition to and notwithstanding the other
duties, rights, privileges and liabilities of the Trustee as
otherwise set forth, the liabilities of the Trustee are further
defined as follows:
(A) All monies deposited with or received by the Trustee
hereunder shall be held by it without interest in trust as part of
the series of the relevant Trust or the Reserve Account of such
Trust until required to be disbursed in accordance with the
provisions of the Indenture and such monies will be segregated by
separate recordation on the trust ledger of the Trustee so long as
such practice preserves a valid preference under applicable law, or
if such preference is not so preserved the Trustee shall handle
such monies in such other manner as shall constitute the
segregation and holding thereof in trust without the meaning of the
Investment Company Act of 1940.
(B) The Trustee shall be under no liability for any action
taken in good faith or any appraisal, paper, order, list, demand,
request, consent, affidavit, notice, opinion, direction,
evaluation, endorsement, assignment, resolution, draft or other
document, whether or not of the same kind, prima facie properly
executed, or for the disposition of monies or Securities pursuant
to the Indenture, or in respect of any evaluation which it is
required to make or is required or permitted to have made by others
under the Indenture or otherwise, except by reason of its own
willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of
its obligations and duties hereunder; provided, however, that the
Trustee shall not in any event be liable or responsible for any
evaluation made by the Evaluator. The Trust may construe any of
the provisions of the Indenture, insofar as the same may appear to
be ambiguous or inconsistent with any other provisions hereof, and
any construction of any such provisions hereof by the Trustee in
good faith shall be binding upon the parties hereto and
Certificateholders.
(C) The Trustee shall not be responsible for or in respect of
the recitals herein, the validity or sufficiency of the Indenture
or for the due execution hereof by the Depositor or the Evaluator,
or for the form, character, genuineness, sufficiency, value or
validity of any Securities (except that the Trustee shall be
responsible for the exercise of due care in determining the
genuineness of Contract Securities delivered to it) or for or in
respect of the validity or sufficiency of the Certificates (except
for the due execution thereof by the Trustee) or of the due
execution thereof by the Depositor, and the Trustee shall in no
event assume or incur any liability, duty or obligation to any
Certificateholder, the Depositor or the Evaluator other than as
expressly provided for herein. The Trustee shall not be
responsible for or in respect of the validity of any signatures by
or on behalf of the Depositor or the Evaluator.
(D) The Trustee shall not be under any obligation to appear
in, prosecute or defend any action, which in its opinion may
involve it in expense or liability, unless as often as required by
the Trustee, it shall be furnished with reasonable security and
indemnity against such expense or liability, and any pecuniary cost
of the Trustee from such actions shall be deductible from and a
charge against the Income and Capital Accounts of the relevant
Trust or Trusts. The Trustee shall in its discretion undertake
such action as it may deem necessary at any and all times to
protect the fund of any Trust and the rights and interests of the
Certificateholders pursuant to the terms of the Indenture;
provided, however, that the expenses and costs of such actions,
undertakings or proceedings shall be reimbursable to the Trustee
from the Income and Capital Accounts of the Trust to which such
expenses and costs relate as set forth in Section 3.05 hereof.
(E) The Trustee may employ agents, attorneys, accountants and
auditors and shall not be answerable for the default or misconduct
of any such agents, attorneys, accountants or auditors if such
agents, attorneys, accountants or auditors shall have been selected
with reasonable care. The accounts of each of the Trusts shall be
audited not less frequently than annually by independent certified
public accountants designated from time to time by the Depositor,
and the report of such accountants shall be furnished by the
Trustee to Certificateholders upon request. The Trustee shall be
fully protected in respect of any action under the Indenture taken
or suffered in good faith by the Trustee, in accordance with the
opinion of its counsel. The fees and expenses charged by such
agents, attorneys, accountants or auditors shall constitute an
expense of the Trustee reimbursable from the Income and Capital
Accounts as set forth in Section 6.05 hereof.
(F) If the Depositor shall fail to undertake or to perform
any of the duties which by the terms of the Indenture are required
by it to be undertaken or performed or the Depositor shall become
incapable of acting or shall be adjudged a bankrupt or insolvent,
or a receiver of the Depositor or of its property shall be
appointed, or any public officer shall take charge or control of
the Depositor or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then in any such case,
the Trustee may: (1) appoint a successor Depositor who shall act
hereunder in all respects in place of the Depositor and which
successor shall be satisfactory to the Trustee, and which may be
compensated semi-annually, at rates deemed by the Trustee to be
reasonable under the circumstances, by deduction from the Income
Account of the Trust as to which such successor Depositor is acting
or, to the extent funds are not available in such Account, from the
Capital Account of such Trust, but no such deduction shall be made
exceeding such reasonable amount as the Securities and Exchange
Commission may prescribe in accordance with Section 26(a)(2)(c) of
the Investment Company Act of 1940; (2) terminate the Indenture
and the Trust created hereby and liquidate the fund of each Trust
in the manner provided in Section 9.02; or (3) continue to act as
Trustee hereunder without terminating the Indenture.
(G) If the value of the fund of any Trust as shown by any
evaluation by the Trustee pursuant to Section 5.01 hereof shall be
less than the optional termination value set forth in Part II of
the Reference Trust Indenture, which shall be 40% of the original
Face Amount of the Fund of that Trust, the Trustee may in its
discretion, and shall when so directed by the Depositor, terminate
the Indenture with respect to that Trust and the Trust created
hereby and liquidate the fund of that Trust, all in the manner
provided in Section 9.02.
(H) In no event shall the Trustee be personally liable for
any taxes or other governmental charges imposed upon or in respect
of the Securities or upon the Interest thereon or upon in respect
of any Trust which it may be required to pay under any present or
future law of the United State of America or of any other taxing
authority having jurisdiction in the premises. For all such taxes
and charges and for any expenses, including counsel fees, which the
trustee may sustain or incur with respect to such taxes or charges,
the Trustee shall be reimbursed and indemnified out of the Income
and Capital Accounts of the Trust.
(I) The Trustee shall not be liable for any action taken,
omitted or suffered to be taken by it in good faith and believed by
it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture except by reason of its own
gross negligence, bad faith or willful misfeasance in the
performance of its duties hereunder or by reason of its reckless
disregard of its duties and obligations hereunder.
(J) Notwithstanding any provision of this Indenture to the
contrary, no payment to the Depositor or to any principal
underwriter (as defined in the Investment Company Act of 1940) for
the fund or any Trust or to any affiliated person (as so defined)
or agent of the Depositor or such an underwriter shall be allowed
the Trustee as an expense except for payment of such reasonable
amounts as the Securities and Exchange Commission may prescribe as
compensation for performing bookkeeping and other administrative
services of a character normally performed by the Trustee.
Section 6.02. Books, Records and Reports: The Trustee shall
keep proper books of record and account of all the transactions
under the Indenture at its corporate trust office including, as
agent of the Depositor, a record of the name and address of the
record owners of Units (indicating whether they are represented by
Certificates or are in uncertificated form) issued by each Trust
and held by every Certificateholder, and such books and records
shall be open to inspection by any Certificateholder at all
reasonable times during usual business hours of the Trustee.
Section 6.03. Reports to Securities and Exchange Commission
and Others: The Trustee shall make such annual or other reports
and file such tax returns as the Depositor directs or as may from
time to time be required to be filed by the Trustee pursuant to the
administration of each Trust under any applicable state or Federal
Statute or rule or regulation thereunder, except as set forth in
Section 9.04
Section 6.04. Indenture and List of Securities on File: The
Trustee shall keep a certified copy in duplicate original of the
Indenture on file at its corporate trust office available for
inspection at all reasonable times during the usual business hours
by any Certificateholder, together with a current list of the
Securities.
Section 6.05. Compensation: The Trustee shall receive in
equal semi-annual installments at the times set forth in Section
3.05 as compensation for performing the usual ordinary, normal and
recurring services under the Indenture during the preceding semi-
annual period the fees in the amounts specified in the Prospectus.
The computation of such compensation shall be made on the basis of
the largest Face Amount of Securities in the Trust at any time
during such semi-annual period.
Except as provided in Section 3.15 hereof, the Trustee shall
also receive at the time, at the times set forth in Section 3.05,
reimbursement for any and all expenses and disbursements incurred
hereunder, including legal and auditing expenses and additional
compensation for any extraordinary services performed hereunder,
which extraordinary services shall include but not be limited to
all costs and expenses incurred by the Trustee in making any
distribution of cash attributable to failed contracts covering
Contract Securities in accordance with Section 3.05; provided,
however, that the amount of any such charge which has not been
finally determined as of any Distribution Date may be estimated.
The Trustee shall be indemnified from the series of each Trust
and held harmless against any loss, liability or expense incurred
without negligence, bad faith or willful misconduct on the part of
the Trustee arising out of or in connection with the acceptance or
administration of the Trusts hereby created, including the costs
and expenses of defending itself against any claim or liability in
the premises.
The Trustee's normal and extraordinary compensation and
reimbursement of the above mentioned expenses and losses shall be
charged by the Trustee against the Income and Capital Accounts of
the Trust to which such expenses and losses relate in accordance
with Section 3.05 on the last Business Day of each month in which
Interest is received on an Interest Bearing Security in such Trust,
and on or before each Distribution Date with respect to Securities
held in such Trust. If the balance in the Income and Capital
Accounts of such Trust shall be insufficient to provide for amounts
payable pursuant to this Section 6.05 or amounts advanced by it
under Section 3.02(b) or 3.03(b) are not collectible and not
otherwise recoverable under Section 3.04, the trustee shall have
the power to sell Securities from such Trust in the manner provided
in Section 5.02 hereof. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by reason
of any sale of Securities made pursuant to this Section 6.05. Any
monies payable to the Trustee shall be secured by a prior lien on
the fund of the relevant Trust.
Section 6.06. Removal and Resignation of Trustee; Successor:
The following provisions shall provide for the removal and
resignation of the Trustee and the appointment of any successor
Trustee:
(A) The Trustee may resign and be discharged of the
trust created by the Indenture, by executing an instrument in
writing resigning as such Trustee and filing the same with the
Depositor and mailing a copy of a notice of resignation to all
Certificateholders then of record, not less than 60 days
before the date specified in such instrument when, subject to
Section 6.06(E), such resignation is to take effect. Upon
receiving such notice of resignation, the Depositor shall use
its best efforts promptly to appoint a successor Trustee as
hereinafter provided, by written instrument, in duplicate, one
copy of which shall be delivered to the resigning Trustee and
one copy to the successor Trustee. Notice of such appointment
of a successor Trustee shall be mailed promptly after
acceptance of such appointment by the successor Trustee to
each Certificateholder then of record. In case at any time
the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee
or of its property shall be appointed, or any public officer
shall take charge or control of the Trust or of its property
or affairs for the purposes of rehabilitation, conservation or
liquidation, then in any such case the Depositor may remove
the Trustee and appoint a successor Trustee by written
instrument, in duplicate, one copy of which shall be delivered
to the Trustee so removed and one copy to the successor
Trustee; provided that a notice of such removal and
appointment of a successor Trustee shall be mailed by eh
Depositor to each Certificateholder then of record. The
Certificateholders of 51% of the Units of any Trust may remove
the Trustee of such Trust at any time by written instrument or
instruments delivered to the Trustee and the Depositor,
whereupon the Depositor shall thereupon use its best efforts
to appoint a successor Trustee in the manner hereinabove
provided.
(B) Any successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Depositor and to the
retiring Trustee an instrument accepting such appointment
hereunder, and such successor Trustee without any further act,
deed or conveyance shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder
with the like effect as if originally named Trustee herein and
shall be bound by all the terms and conditions of the
Indenture. Upon the request of such successor Trustee, the
Depositor and the retiring Trustee shall, upon payment of any
amounts due the retiring Trustee, or provision therefor to the
satisfaction of retiring Trustee, execute and deliver an
instrument acknowledged by them transferring to such successor
Trustee all the rights and powers of the retiring Trustee; and
the retiring Trustee shall transfer, deliver and pay over to
the successor Trustee all Securities and monies at the time
held by it hereunder, together with all necessary instruments
of transfer and assignment or other documents properly
executed necessary to effect such transfer and such of the
records or copies thereof maintained by the retiring Trustee
in the administration hereof as may be requested by the
successor Trustee, and shall thereupon be discharged from all
duties and responsibilities under this Indenture. The
indemnification of such Trustee provided for under Section
6.01 and 6.05 hereof shall survive any resignation, discharge
or removal of the Trustee hereunder.
(C) In case at any time the Trustee shall resign and no
successor Trustee shall resign and no successor Trustee shall
have been appointed and have accepted appointment within 30
days after notice of resignation has been received by the
Depositor, the retiring Trustee may forthwith apply to a court
of competent jurisdiction for the appointment of a successor
Trustee. Such court may thereupon, after such notice, if any,
as it may deem proper, appoint a successor Trustee.
(D) Any corporation into which any Trustee hereunder may
be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to
which such Trustee shall be a party, shall be the successor
Trustee under the Indenture, without the execution or filing
of any paper, instrument or further act to be done on the part
of the parties hereto, anything herein, or in any agreement
relating to such merger or consolidation, by which any such
Trustee may seek to retain certain powers, rights and
privileges thereunder for any period of time following such
merger or consolidation, to the contrary notwithstanding.
(E) Any resignation or removal of the Trustee and
appointment of a successor Trustee pursuant to this Section
shall become effective
upon acceptance of appointment by the successor Trustee as
provided in subsection (B) hereof.
Section 6.07. Qualifications of Trustee: The Trustee shall
be a "bank" as defined by the Investment Company Act of 1940 having
authority to perform all acts and duties required hereunder and
having at all times an aggregate capital, surplus and undivided
profits or not less than $5,000,000.
ARTICLE VII
Rights of Certific ateholders
Section 7.01. Beneficiaries of Trust: Each Certificateholder
shall be deemed to be a beneficiary of the trust created by the
Indenture and vested with all the right, title and interest in the
fund of any Trust to the extent of the Unit or Units set forth and
evidenced by the Certificate or on the books and records of
Trustee, subject to the terms and conditions of the Indenture.
Section 7.02. Rights, Terms and Conditions: In addition to
the other rights and powers set forth in the other provisions and
conditions of the Indenture, Certificateholders shall have the
following rights and powers and shall be subject to the following
terms and conditions:
(A) A Certificateholder may at any time tender his Unit or
Units to the Trustee for redemption in accordance with Section
5.02.
(B) The death or incapacity of any Certificateholder shall
not operate to terminate the Indenture or the Trust, nor
entitle his legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court of
competent jurisdiction for a partition or winding up of any
Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them. Each
Certificateholder expressly waives any right he may have under
any rule of law, or the provisions of any statute, or
otherwise, to require the Trustee at any time to account, in
any manner other than as expressly provided in the Indenture,
in respect of the Securities or monies from time to time
received, held and applied by the Trustee hereunder.
(C) No Certificateholder shall have any right to vote or in
any manner otherwise control the operation and management of
the Trust, or the obligations of the parties hereto, except as
provided in Section 9.01 and 9.02, nor shall anything herein
set forth, or contained in the terms of the Certificates, be
construed so as to constitute Certificateholders from time to
time as partners or members of any association; nor shall any
Certificateholder ever be under any liability to any third
persons by reason of any action taken by the parties to the
Indenture, or for any other cause whatsoever.
ARTICLE VIII
Deposito r
Section 8.01. Discharge: In the event that the Depositor
shall fail to undertake or perform any of the duties which by the
terms of this Indenture are required by it to be undertaken or
performed and such failure shall continue for 30 days after notice
to the Depositor from the Trustee or if the Depositor shall become
incapable of acting or shall be adjudged a bankrupt or insolvent,
or a receiver of the property of the Depositor shall be appointed
or any public officer shall take charge or control of the Depositor
or its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor shall forthwith be
and shall be deemed to be discharged forever as Depositor
hereunder. Notwithstanding the discharge of the Depositor in
accordance with this Section 8.01, the Depositor shall continue to
be fully liable in accordance with the provisions hereof in respect
of action taken or refrained from under the Indenture by the
Depositor before the date of such discharge, as fully and to the
same extent as if no discharge had occurred; provided that the
indemnifications of the Depositor set forth in the Indenture shall
survive any discharge of the Depositor.
Section 8.02. Successors: The covenants, provisions and
agreements herein contained shall in every case be binding upon any
successor to the business of the Depositor and shall be binding
upon the general partners of any successor Depositor which may be
a partnership and upon the capital interest of the limited partners
of any successor Depositor which may be a partnership. In the
event of the death, resignation or withdrawal of any partner of any
successor Depositor which may be a partnership, the partner so
dying, resigning or withdrawing shall be relieved of all further
liability hereunder if at the time of such death, resignation or
withdrawal such Depositor maintains a net worth (determined in
accordance with generally accepted accounting principles) of at
least $1,000,000. In the event of an assignment by any Depositor
to a successor corporation or partnership as permitted by the next
following sentence, the Depositor shall be relieved of all further
liability under the Indenture. Any Depositor may transfer all or
substantially all of its assets to a corporation or partnership
which carries on the business of such Depositor, or may assign its
rights and obligations under this Indenture to an affiliated
corporation, if at the time of such transfer such successor or
assignee, as the case be may, duly assumes all the obligations of
the such Depositor under the Indenture.
Section 8.03. Exclusions from Liability: The following
provisions shall provide for certain exclusions from the liability
of the Depositor:
(A) The Depositor shall not be under any liability to
any Trust or any series thereof or the Certificateholders
thereof for any action taken or for refraining from the taking
of any action in good faith pursuant to the Indenture, or for
errors in judgment or liable or responsible in any way for
depreciation or loss incurred by reason of the sale of any
Securities or otherwise in connection with matters to which
the Indenture relates; provided, however, that this provision
shall not protect the Depositor against any liability to which
it would otherwise by subject by reason of willful
misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties hereunder. The Depositor may rely in
good faith on any paper, order, notice, list, affidavit,
receipt, evaluation, opinion, endorsement, assignment, draft
or any other document of any kind prima facie properly
executed and submitted to it by the Trustee, the Trustee's
counsel, the Evaluator or any other person. The Depositor
shall in no event be deemed to have assumed or incurred any
liability, duty, or obligation to any Certificateholder, the
Evaluator or the Trustee other than as expressly provided
herein.
(B) Each Trust and any series thereof shall pay and hold
the Depositor harmless from and against any loss, liability or
expense incurred in acting as Depositor of such Trust other
than by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties
hereunder, including the costs and expenses of the defense
against any claim or liability in the premises. The Depositor
shall not be under any obligation to appear in, prosecute or
defend any legal action which in its opinion may involve it in
any expense or liability; provided, however, that the
Depositor may in its discretion undertake any such action
which it may deem necessary or desirable in respect of the
Indenture and the rights and duties of the parties hereto and
the interests of Certificateholders hereunder and, in such
event, the legal expenses and costs of any such action and any
liability resulting therefrom shall be expenses, costs and
liabilities of the Trust to which such expenses and costs
relate and shall be paid directly by the Trustee out of the
Income and Capital Accounts of such Trust as provided by
Section 3.05.
(C) None of the provisions of the Indenture shall be
deemed to protect or purport to protect the Depositor against
any liability to any Trust or any series thereof or to
Certificateholders of any Trust to which the Depositor would
otherwise by subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of the duties of
the Depositor, or by reason of the Depositor's reckless
disregard of the obligations and duties of the Depositor under
the Indenture.
ARTICLE IX
Additional Co venants;
Miscellaneous Provisions
Section 9.01. Amendments: The Indenture may be amended as to
any or all Trusts from time to time by the Depositor and the
Trustee or their respective successors, without the consent of any
Certificateholders of such Trust: (a) to cure any ambiguity or to
correct or supplement any provision contained therein which may be
defective or inconsistent with any other provision contained
therein; (b) to change any provision thereof as may be required
by the Securities and Exchange Commission or any successor
governmental agency exercising similar authority; (c) in
accordance with the provisions of Section 3.06 to permit the
deposit of additional Securities with respect to additional Units
issued pursuant to the Indenture by supplementing or amending the
Reference Trust Indenture; or (d) to make such other provisions in
regard to matters or questions arising hereunder as shall not
adversely affect the interest of Certificateholders as determined
in good faith by the Depositor and the Trustee.
The Indenture may also be amended as to any or all Trusts from
time to time by the Depositor and the Trustee (or the performance
of any of the provisions of the Indenture may be waived) with the
consent of Certificateholders of 51% of the Units of such Trust at
the time outstanding under the Indenture for the purpose of adding
any provisions to or changing in any manner or eliminating any of
the provisions of the Indenture or of modifying in any manner the
rights of Certificateholders of such Units. The Indenture may not
be amended as to any Trust without the consent of Certificateholder
of all Units of such Trust then outstanding, so as (1) to permit
the acquisition hereunder of any Securities other than those
specified in Schedule A to the Reference Trust Indenture with
respect to such Trust or other than additional Securities acquired
pursuant to Section 3.06, or (2) to reduce the aforesaid percentage
of Units the Certificateholders of which are required to consent to
certain of such amendments without the consent of
Certificateholders.
Promptly after the execution of any such amendment except for
amendments relating to the deposit of additional Securities (which
shall be reported in the Trustee's report), the Trustee shall
furnish written notification of the substance of such amendment to
each Certificateholder then of record.
It shall not be necessary for the consent of
Certificateholders under this Section 9.01 or under Section 9.02 to
approve the particular form of any proposed amendment, but it shall
be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall
be subject to such reasonable regulations as the Trustee may
prescribe.
Section 9.02. Termination: The Indenture and the Trusts
created thereby shall terminate with respect to any trust upon the
maturity, redemption, sale or other disposition as the case may be
of the last Security in such Trust held thereunder unless sooner
terminated as hereinbefore specified and may be terminated at any
time by written instrument evidencing the consent (as provided in
Section 9.01) by Certificateholders of 51% of the Units of the
Trust being terminated then outstanding under the Indenture, which
instrument shall be executed by the Depositor; provided, that in no
event shall this Trust continue beyond January 1 of the 50th year
after the creation of these Trusts. Written notice of any
termination, specifying the time or times at which the
Certificateholders may surrender their Units evidenced by
Certificates for cancellation and the date determined by the
Trustee upon which the transfer books of the Trustee with respect
to the Trust being terminated shall be closed, shall be given by
the Trustee to each Certificateholder at his address appearing on
the registration books of the Trustee. Within a reasonable period
of time after such termination the Trustee shall, subject to any
applicable provisions of law, fully liquidate the Securities then
held in such trust, if any, and shall, in the following order:
(A) Deduct from the Income Amount of such Trust or, to
the extent that funds are not available in such Account, from
the Capital Account of such Trust and pay to itself
individually an amount equal to the sum of: (1) its accrued
compensation for its ordinary recurring services; (2) any
compensation due it for its extraordinary services; and (3)
any costs, expenses or indemnities as provided herein.
(B) Deduct from the Income Account of such Trust or, to
the extent that funds are not available in such Account, from
the Capital Account of such Trust and pay accrued and unpaid
fees and expenses of the Evaluator and counsel pursuant to
Section 3.10 and 8.03(B).
(C) Deduct from the Income Account of such Trust or, to
the extent funds are not available from such Account, the
Capital Account of such Trust any amounts which it, in its
sole discretion, shall deem necessary to be deposited in the
Reserve Account of such Trust to provide for payment of any
applicable taxes or Reserve Account of such Trust to provide
for payment of any applicable taxes or other governmental
charges and any other amounts which may be required to meet
expenses of such Trust.
(D) Distribute to each Certificateholder, upon surrender
for cancellation of any Certificates evidencing Units, if
issued to such Certificateholder, such Certificateholder's
interest in the balances of the Income and the Capital
Accounts of such Trust, and, on the conditions set forth in
Section 3.04 hereof, the Reserve Account of such Trust
provided that such distribution shall be made to
Certificateholders of record as of the date of such
computation and shall be distributed to them within five days
or shortly thereafter.
(E) Together with such distribution to each
Certificateholder as provided for in paragraph (D), furnish to
each such Certificateholder a final statement as of the
computation of the amount distributable to Certificateholders,
setting forth the data and information in substantially the
form and manner provided for in Section 3.07 hereof.
In the event that all Certificateholders of Units evidenced by
Certificateholders of Units evidenced by Certificates of any Trust
being terminated shall not surrender their Certificates for
cancellation within six months after the time specified in the
above-mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders of such Units to
surrender their Certificates for cancellation and receive the
liquidating distribution with respect thereto. If within one year
after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take steps, or may
appoint an agent to take appropriate steps, to contact the
remaining Certificateholders of Units evidenced by Certificates
concerning surrender of their Certificates and the cost thereof
shall be paid out of the monies and other assets of such Trust
which remain in trust hereunder.
Section 9.03. Construction: The Indenture is executed and
delivered in the State of New York, and all laws or rules of
construction of such State shall govern the rights of the parties
hereto and the Certificateholders and the interpretation of the
provisions hereof. The Indenture shall be deemed effective when,
after execution by the Depositor and the Evaluator, it is executed,
acknowledged and delivered by the Trustee.
Section 9.04. Registration: The Depositor agrees and
undertakes on its own part to register the Units and the Trust with
the Securities and Exchange Commission and under the applicable
laws of each state where registration in required, and to do all
things that may be necessary or required to comply with this
provision during the term of each Trust created hereunder,
including keeping the aforesaid registration effective, if
necessary, and the Trustee shall incur no liability or be under any
obligation or expense in connection therewith. To the extent that
registration charges, Blue Sky or similar fees, printing costs,
attorney's fees, auditing costs and other miscellaneous out-of-
pocket expenses related to this Section 9.04 are not covered as
expenses of the initial public offering of the Units, it shall be
borne by the Depositor.
Section 9.05 Written Notice: Any notice, demand, direction
or instruction to be given to the Depositor hereunder shall be in
writing and shall be duly given if mailed or delivered to the
Depositor at Two Broadway, New York, New York 10004, Attention:
General Counsel, or at such other address as shall be specified by
the Depositor to the other parties hereto in writing. Any notice,
demand, direction or instruction to be given to the Trustee shall
be in writing and shall be duly given if mailed or delivered to the
corporate trust office of the Trustee, 45 Wall Street, New York,
New York 10005, Attention: Corporate Trust and Agency Division, or
such other address as shall be specified to the other parties
hereto by the Trustee in writing. Any notice, demand, direction or
instruction to be given to the Evaluator shall be in writing and
shall be duly given if mailed or delivered to Interactive Data
Services, Inc., 22 Cortlandt Street, New York, New York 10007, or
such other address as shall be specified to the other parties
hereto by the Evaluator in writing. Any notice to be given to the
Certificateholders shall be duly given if mailed or delivered to
each Certificateholder at the address of such holder appearing on
the registration books of the Trustee.
Section 9.06. Severability: If any one or more of the
covenants, agreements, provisions or terms of the Indenture shall
be held contrary to any express provision of law or contrary to
policy of express law, though not expressly prohibited, or against
public policy, or shall for any reason whatsoever be held invalid,
then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants, agreements,
provisions or terms of the Indenture and shall in no way affect the
validity of enforceability of the other provisions of the Indenture
or of the Certificates or the rights of the Certificateholders.
Section 9.07. Dissolution of Depositor: The dissolution of
the Depositor from or for any cause whatsoever shall not operate to
terminate the Indenture insofar as the duties and obligations of
the Trustee and Evaluator are concerned or to terminate any Trust.
Section 9.08. Separate and Distinct Series: Each Trust of
any Series of Oppenheimer Zero Coupon U.S. Treasuries Trust to
which these Standard Terms and Conditions of Trust Effective March
20, 1985 shall be applicable shall, for all financial and
administrative purposes, be considered separate and distinct from
every other Trust of any Series, and the assets of one Trust shall
not be commingled with the assets of another Trust nor shall the
expenses of any one Trust be charged against any other trust.
Nothing herein contained shall be construed to prohibit the use of
securities depositories by the Trustee in servicing the portfolio
of any Trust or the Units thereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto, have caused these
Standard Terms and Conditions of Trust to be duly executed, all as
of the day, month and year first above written.
(SEAL) OPPENHEIMER INVESTOR SERVICES, INC.,
as Depositor
ATTEST: BY: ____________________________
BY: _____________________
(SEAL) UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
ATTEST: BY: ___________________________
BY: _____________________
(SEAL) INTERACTIVE DATA SERVICES, INC.,
as Evaluator
ATTEST:
BY: ___________________________
BY: _____________________
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
I, , a Notary Public in
and for the said County in the State aforesaid, do hereby certify
that and James P. Donovan, personally
known to me to be the same persons whose names are subscribed to
the foregoing instrument and personally
known to me to be a Vice President and
Assistant Secretary, respectively, of United States Trust Company
of New York, a corporation, appeared
before me this day in person, and acknowledged that they signed,
sealed with the corporate seal of United States Trust Company of
New York, and delivered the said instrument as their free and
voluntary act as such Vice President and
Assistant Secretary, respectively, and as the free and voluntary
act of said United States Trust Company of New York, for the uses
and purposes therein set forth.
GIVEN, under my hand and notarial seal this 20th day of
March, 1985.
___________________________
Notary Public
(SEAL)
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
I, , a Notary Public in
and for the said County in the State aforesaid, do hereby certify
that Robert G. Galli and Philip R. Carroll, personally known to me
to be the same persons whose names are subscribed to the foregoing
instrument and personally known to me to be an Executive Vice
President and the Secretary, respectively, of Oppenheimer Investor
services, Inc., a New York corporation, appeared before me this day
in person, and acknowledged that they signed, sealed with the
corporate seal of Oppenheimer Investor Services, Inc., and
delivered the said instrument as their free and voluntary act as
such Executive Vice President and Secretary, respectively, and as
the free and voluntary act of said Oppenheimer Investor Services,
Inc., for the uses and purposes therein set forth.
GIVEN, under my hand and notarial seal this 20th day of
March, 1985.
___________________________
Notary Public
(SEAL)
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
I, , a Notary Public in
and for the said County in the State aforesaid, do hereby certify
that James F. Butler and personally
known to me to be the same persons whose names are subscribed to
the foregoing instrument and personally known to me to be a Vice
President and respectively, of
Interactive Data Services, Inc., a corporation, appeared before me
this day in person, and acknowledged that they signed, sealed with
the corporate seal of Interactive Data Services, Inc., and
delivered the said instrument as their free and voluntary act as
such Vice President and , respectively,
and as the free and voluntary act of said Interactive Data
Services, Inc. for the uses and purposes therein set forth.
GIVEN, under my hand and notarial seal this 20th day of
March, 1985.
___________________________
Notary Public
(SEAL)
uit\zero.exh
Exhibit 1.A.(9)(b)
AGREEMENT
AGREEMENT effective January 27, 1986, between Monarch Life
Insurance Company ("Monarch), a Massachusetts corporation, and
Oppenheimer Investor Services, Inc. ("OISI"), a New York
corporation.
WHEREAS, Monarch's Variable Account B (the "Account") is a
separate investment account of Monarch registered under the
Investment Company Act of 1940 as a unit investment trust, which
serves as the investment vehicle for single premiums received under
certain variable life insurance policies issued by Monarch and the
Account ("Policies"), and
WHEREAS, the Oppenheimer Zero Coupon U.S. Treasuries Trust,
Series B and any subsequent series (the "Trust") is a unit
investment trust sponsored by OISI that will have several
portfolios ("Series"), and the Trust is registered as a unit
investment trust under the Investment Company Act of 1940, and
WHEREAS, Monarch seeks a unit investment trust as the
underlying investment medium for certain designated investment
divisions of the Account that will be sold to the Account and will
enable the Account to provide policyowners with a stable rate of
return, and
WHEREAS, OISI desires to make the Trust available to Monarch
for the investment of amounts allocated under the Policies to the
designated investment divisions of the Account.
NOW, THEREFORE, in consideration of the mutual promises
contained here, the parties agree, as follows:
1. Monarch shall invest in the Trust assets of the Account
held in investment divisions designated for such investment,
provided that OISI fulfills the obligations set forth in paragraph
2 through 6.
2. Until the securities of any particular Series of the
Trust mature, OISI will make units representing interests in that
Series ("Units") available continuously for purchase by Monarch for
investment of assets of designated investment divisions of the
Account, either by selling Units currently held in inventory or by
creating new Units if the underlying portfolio securities are
available.
3. Units of the Trust will be sold to the Account at an
offering price that is the sum of the net asset value of the Units,
uniformly computed on any given day based upon either a daily or
weekly computation, using the offering side evaluation of the
portfolio securities, and the transaction charge as set forth in
the Prospectus of the Trust.
Such transaction charges as set forth in the Prospectus of the
Trust are subject to change hereafter, by mutual agreement,
provided that any new rate established does not exceed the rate
ordinarily paid by a dealer to acquire similar securities, and
provided that the transaction charge shall not be increased if the
staff of the Securities and Exchange Commission expresses an
objection to such change or, if Monarch believes necessary, unless
an order of the Securities and Exchange Commission providing
appropriate exemptive relief is obtained.
4. OISI will continuously maintain a secondary market in
Units of each Series and will repurchase Units held by the Account
at a price equal to the net asset value of the Units, based upon
the offering side evaluation of the underlying securities of the
applicable Series.
5. OISI may, at its discretion, redeem Units of the Trust
that it has purchased in the secondary market, provided that it
redeemed Units only in an amount that equals the value of one or
more securities held in the affected Series, so that cash needing
to be reinvested is not generated by such redemption.
6. The underlying securities of the Trust will be evaluated
by a qualified entity that is not affiliated with OISI.
The terms used in this Agreement shall be construed in
accordance with the Investment Company Act of 1940, and this
Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have duly signed this
Agreement on the ___ day of February, 1986.
MONARCH LIFE INSURANCE COMPANY
By /s/ Bruce Brown
---------------------------
Bruce Brown, President
OPPENHEIMER INVESTOR SERVICES, INC.
By /s/ Robert G. Galli
---------------------------
Robert G. Galli,
Executive Vice President
legag\100#2
Exhibit 1.A.(9)(a)
AGREEMENT
AGREEMENT effective April ___, 1985, between Monarch Life
Insurance Company ("Monarch), a Massachusetts corporation, and
Oppenheimer Investor Services, Inc. ("OISI"), a New York
corporation.
WHEREAS, Monarch's Variable Account B (the "Account") is a
separate investment account of Monarch registered under the
Investment Company Act of 1940 as a unit investment trust, which
serves as the investment vehicle for single premiums received under
certain variable life insurance policies issued by Monarch and the
Account ("Policies"), and
WHEREAS, the Oppenheimer Zero Coupon U.S. Treasuries Trust,
Series A and any subsequent series (the "Trust") is a unit
investment trust sponsored by OISI that will have several
portfolios ("Series"), and the Trust is registered as a unit
investment trust under the Investment Company Act of 1940, and
WHEREAS, Monarch seeks a unit investment trust as the
underlying investment medium for certain designated investment
divisions of the Account that will be sold to the Account and will
enable the Account to provide policyowners with a stable rate of
return, and
WHEREAS, OISI desires to make the Trust available to Monarch
for the investment of amounts allocated under the Policies to the
designated investment divisions of the Account.
NOW, THEREFORE, in consideration of the mutual promises
contained here, the parties agree, as follows:
1. Monarch shall invest in the Trust assets of the Account
held in investment divisions designated for such investment,
provided that OISI fulfills the obligations set forth in paragraph
2 through 6.
2. Until the securities of any particular Series of the
Trust mature, OISI will make units representing interests in that
Series ("Units") available continuously for purchase by Monarch for
investment of assets of designated investment divisions of the
Account, either by selling Units currently held in inventory or by
creating new Units if the underlying portfolio securities are
available.
3. Units of the Trust will be sold to the Account at an
offering price that is the sum of the net asset value of the Units,
uniformly computed on any given day based upon either a daily or
weekly computation, using the offering side evaluation of the
portfolio securities, and the transaction charge as set forth in
the Prospectus of the Trust.
Such transaction charges as set forth in the Prospectus of the
Trust are subject to change hereafter, by mutual agreement,
provided that any new rate established does not exceed the rate
ordinarily paid by a dealer to acquire similar securities, and
provided that the transaction charge shall not be increased if the
staff of the Securities and Exchange Commission expresses an
objection to such change or, if Monarch believes necessary, unless
an order of the Securities and Exchange Commission providing
appropriate exemptive relief is obtained.
4. OISI will continuously maintain a secondary market in
Units of each Series and will repurchase Units held by the Account
at a price equal to the net asset value of the Units, based upon
the offering side evaluation of the underlying securities of the
applicable Series.
5. OISI may, at its discretion, redeem Units of the Trust
that it has purchased in the secondary market, provided that it
redeemed Units only in an amount that equals the value of one or
more securities held in the affected Series, so that cash needing
to be reinvested is not generated by such redemption.
6. The underlying securities of the Trust will be evaluated
by a qualified entity that is not affiliated with OISI.
The terms used in this Agreement shall be construed in
accordance with the Investment Company Act of 1940, and this
Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have duly signed this
Agreement on the ___ day of April, 1985.
MONARCH LIFE INSURANCE COMPANY
By ------------------------------
OPPENHEIMER INVESTOR SERVICES, INC.
By ---------------------------------
legag\100#3
Exhibit 1.A.(9)(d)
[logo]OppenheimerFunds
Oppenheimer Management Corporation
Two World Trade Center
New York, NY 10048-0203
212 323-0200 Fax 212 323-0558
February ___, 1986
Monarch Life Insurance Company
1250 State Street
Springfield, MA 01133
Gentlemen:
Oppenheimer Investor Services, Inc. ("OISI"), as the Sponsor
of Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B (the
"Trust"), has agreed with Monarch Life Insurance Company
("Monarch") pursuant to an Agreement effective January 27, 1986
which is incorporated herein in its entirety, that OISI will
maintain a secondary market in Units of the Trust based upon the
aggregate offering side evaluation. Oppenheimer Management
Corporation ("OMC"), as the immediate parent of OISI, hereby agrees
that OMC will provide OISI with sufficient capital to enable OISI
to maintain an adequate secondary market in Units of the Trust.
Sincerely yours,
OPPENHEIMER MANAGEMENT CORPORATION
By: /s/ Robert G. Galli
---------------------
Robert G. Galli
Executive Vice President
legag\100#4
Exhibit 1.A.(9)(c)
[logo]OppenheimerFunds
Oppenheimer Management Corporation
Two World Trade Center
New York, NY 10048-0203
212 323-0200 Fax 212 323-0558
March 29, 1985
Monarch Life Insurance Company
1250 State Street
Springfield, MA 01133
Gentlemen:
Oppenheimer Investor Services, Inc. ("OISI"), as the Sponsor
of Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A (the
"Trust"), has agreed with Monarch Life Insurance Company
("Monarch") pursuant to an Agreement effective April ___, 1985
which is incorporated herein in its entirety, that OISI will
maintain a secondary market in Units of the Trust based upon the
aggregate offering side evaluation. Oppenheimer Management
Corporation ("OMC"), as the immediate parent of OISI, hereby agrees
that OMC will maintain a secondary market in Units of the Trust
should OISI be unable to do so at any time during which OISI is
obligated to maintain such a secondary market.
Sincerely yours,
OPPENHEIMER MANAGEMENT CORPORATION
By: /s/ Robert G. Galli
---------------------
Robert G. Galli
Executive Vice President
legag\100#5
Exhibit 3.A.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
101 Park Avenue
New York, New York 10178
March 27, 1985
Oppenheimer Investor Services, Inc.
Two Broadway
New York, New York 10004
Re: Oppenheimer Zero Coupon U.S.
Treasuries Trust, Series A
Gentlemen:
We have acted as special counsel for you, as sponsor of
the above-referenced Series of Oppenheimer Zero Coupon U.S.
Treasuries Trust (the "Trust"), in connection with the issuance
in accordance with the Standard Terms and Conditions of Trust and
the Reference Trust Indenture, each dated as of March 20, 1985
(together, the Indenture"), among you (the "Sponsor"), United
States Trust Company of New York, as trustee (the "Trustee") and
Interactive Data Services, Inc., as evaluator, of units of
fractional undivided interest in the Trust (the "Units").
We have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of
such documents and instruments as we have deemed necessary or
appropriate for the purpose of this opinion.
Based on the foregoing, we are of the opinion that:
(1) the execution and delivery of the Indenture and
the execution and issuance of certificates evidencing the
Units have been authorized by the Sponsor; and
(2) the certificates evidencing the Units, as duly
executed and delivered by the Sponsor and the Trustee in
accordance with the Indenture, were legally issued, fully
paid and non-assessable.<PAGE>
Oppenheimer Investor Services, Inc.
March 27, 1985
Page Two
We hereby consent to the use of this opinion as Exhibit
3.1 of the registration statement for the Units under the
Securities Act of 1933 (the "Registration Statement"), and to the
use of our name in such Registration Statement and in the Trust's
related prospectus under the headings "Taxes" and "Legal
Opinion."
Very truly yours,
GORDON HURWITZ BUTOWSKY
WEITZEN SHALOV & WEIN
uit\100opin.A
Exhibit 3.B.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
101 Park Avenue
New York, New York 10178
January 28, 1986
Oppenheimer Investor Services, Inc.
Two Broadway
New York, New York 10004
Re: Oppenheimer Zero Coupon U.S.
Treasuries Trust, Series B
Gentlemen:
We have acted as special counsel for you, as sponsor of
the above-referenced Series of Oppenheimer Zero Coupon U.S.
Treasuries Trust (the "Trust"), in connection with the issuance
in accordance with the Standard Terms and Conditions of Trust
dated as of March 20, 1985 and the Reference Trust Indenture,
dated January 28, 1986 (together, the "Indenture"), among you
(the "Sponsor"), United States Trust Company of New York, as
trustee (the "Trustee") and Standard and Poor's Corporation, as
evaluator, of units of fractional undivided interest in Series B
of the Trust (the "Units").
We have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of
such documents and instruments as we have deemed necessary or
appropriate for the purpose of this opinion.
Based on the foregoing, we are of the opinion that:
(1) the execution and delivery of the Indenture and
the execution and issuance of certificates evidencing the
Units have been authorized by the Sponsor; and
(2) the certificates evidencing the Units, when duly
executed and delivered by the Sponsor and the Trustee in
accordance with the Indenture, will be legally issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit
3.1 of the registration statement for the Units under the
Securities Act of 1933 (the "Registration Statement"), and to the
use of our name in such Registration Statement and in the Trust's
related prospectus under the headings "Taxes" and "Legal
Opinion."
Very truly yours,
GORDON HURWITZ BUTOWSKY
WEITZEN SHALOV & WEIN
uit\100opin.b
Exhibit 3.C.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
101 Park Avenue
New York, NY 10178
(212) 557-8000
April 23, 1987
Oppenheimer Fund Management, Inc.
Two World Trade Center
New York, New York 10048
Re: Oppeinheimer Zero Coupon U.S.
Treasuries Trust, Series C
Gentlemen:
We have acted as special counsel for you in connection
with the preparation and execution of Standard Terms and Conditions
of Trust dated March 20, 1985 and a Reference Trust Indenture dated
April 23, 1987 (together, the "Indenture"), among you (the
"Sponsor"), as sponsor of Series C of Oppenheimer Zero Coupon U.S.
Treasuries Trust (Series C of such trust being referred to as the
"Fund"), United States Trust Company of New York, as Trustee, and
Standard & Poor's Corporation, as Evaluator. Capitalized terms
used herein without definition shall have the meanings ascribed to
them in the Indenture.
Under the Indenture, you have deposited with the Trustee
the Securities as, and in the amounts, listed in Schedule A to the
Reference Trust Indenture dated April 23, 1987 (the "Reference
Trust Indenture") and have received from the Trustee written
confirmation that the Trustee is holding in book entry form in the
name of the Sponsor all of the Units then outstanding in each of
the two series of the Fund created pursuant to the Indenture as,
and in the amounts, listed in Schedule B to the Reference Trust
Indenture (collectively, the "Units").
Upon the basis of the foregoing, our familiarity with the
Sponsor's affairs in connection with the foregoing, our examination
of such corporate records, certificates and other documents and
investigation of matters of law and of fact as we have deemed
necessary, we are of the opinion that:
(i) the Sponsor is a duly incorporated and validly
existing corporation under the laws of the State of New York;
(ii) the execution of the Indenture is within the
authorization of the executing officer of the Sponsor;
(iii)the Indenture has been duly executed and delivered
by the Sponsor, as sponsor of the Fund, and, assuming the due
execution and delivery by the other parties thereto, constitutes
the valid and legally binding obligation of the Sponsor;
(iv) the execution and delivery of the Indenture and the
performance and observance of the terms and conditions thereof,
including but not limited to the issuance of the Units in
accordance with the terms thereof, do not and will not contravene
the terms of the certificate of incorporation or by-laws of the
Sponsor, nor, subject to clause (v) below, conflict with any
applicable laws or regulations, in effect at the date hereof,
provided that no public offering of the Units is made until such
time as the Fund's registration statement for the Units under the
Securities Act of 1933 has been made or becomes effective; and
(v) except for compliance with various state Blue Sky or
insurance laws, as may be necessary, all governmental consents or
approvals necessary to the execution of the Indenture and the
issuance of the Units will have been obtained at the time the
Fund's registration statement for the Units with the Securities and
Exchange Commission becomes effective pursuant to the provisions of
the Securities Act of 1933 and the regulations thereunder.
Very truly yours,
GORDON HURWITZ BUTOWSKY
WEITZEN SHALOV & WEIN
uit\100opin.c
Exhibit 3.D.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
101 Park Avenue
New York, NY 10178
(212) 557-8000
April 19, 1988
Oppenheimer Fund Management, Inc.
Two World Trade Center
New York, New York 10048
Re: Oppeinheimer Zero Coupon U.S.
Treasuries Trust, Series D
Gentlemen:
We have acted as special counsel for you in connection
with the preparation and execution of Standard Terms and
Conditions of Trust dated March 20, 1985 and a Closing Memorandum
and Reference Trust Indenture dated April 19, 1988 (together, the
"Indenture"), among you (the "Sponsor"), as sponsor of Series D
of Oppenheimer Zero Coupon U.S. Treasuries Trust (Series D of
such trust being referred to as the "Fund"), United States Trust
Company of New York, as Trustee, and Standard & Poor's
Corporation, as Evaluator. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the
Indenture.
Under the Indenture, you have deposited with the
Trustee the Securities as, and in the amounts, listed in Schedule
A to the Closing Memorandum and Reference Trust Indenture dated
April 19, 1988 (the "Reference Trust Indenture") and have
received from the Trustee written confirmation that the Trustee
is holding in book entry form in the name of the Sponsor all of
the Units then outstanding in each of the two series of the Fund
created pursuant to the Indenture as, and in the amounts, listed
in Schedule B to the Reference Trust Indenture (collectively, the
"Units").
Upon the basis of the foregoing, our familiarity with
the Sponsor's affairs in connection with the foregoing, our
examination of such corporate records, certificates and other
documents and such investigation of matters of law and of fact as
we have deemed necessary, we are of the opinion that:
(i) the Sponsor is a duly incorporated and validly
existing corporation under the laws of the State of New York;
(ii) the execution of the Indenture is within the
authorization of the executing officer of the Sponsor;
(iii) the Indenture has been duly executed and
delivered by the Sponsor, as sponsor of the Fund, and, assuming
the due execution and delivery by the other parties thereto,
constitutes the valid and legally binding obligation of the
Sponsor;
(iv) the execution and delivery of the Indenture and
the performance and observance of the terms and conditions
thereof, including but not limited to the issuance of the Units
in accordance with the terms thereof, do not and will not
contravene the terms of the certificate of incorporation or by-
laws of the Sponsor, nor, subject to clause (v) below, conflict
with any applicable laws or regulations, in effect at the date
hereof, provided that no public offering of the Units is made
until such time as the Fund's registration statement for the
Units under the Securities Act of 1933 has been made or becomes
effective; and
(v) except for compliance with various state Blue Sky
or insurance laws, as may be necessary, all governmental consents
or approvals necessary to the execution of the Indenture and the
issuance of the Units will have been obtained at the time the
Fund's registration statement for the Units with the Securities
and Exchange Commission becomes effective pursuant to the
provisions of the Securities Act of 1933 and the regulations
thereunder.
Very truly yours,
/s/ GORDON HURTWITZ BUTOWSKY
WEITZEN SHALOV & WEIN
uit\100opin.d
Exhibit 3.E.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
101 Park Avenue
New York, NY 10178
(212) 557-8000
April 18, 1989
Oppenheimer Fund Management, Inc.
Two World Trade Center
New York, New York 10048
Re: Oppeinheimer Zero Coupon U.S.
Treasuries Trust, Series E
Gentlemen:
We have acted as special counsel for you in connection
with the preparation and execution of Standard Terms and Conditions
of Trust dated March 20, 1985 and a Closing Memorandum and
Reference Trust Indenture dated April 18, 1989 (together, the
"Indenture"), among you (the "Sponsor"), as sponsor of Series E of
Oppenheimer Zero Coupon U.S. Treasuries Trust (Series E of such
trust being referred to as the "Fund"), United States Trust Company
of New York, as Trustee, and Standard & Poor's Corporation, as
Evaluator. Capitalized terms used herein without definition shall
have the meanings ascribed to them in the Indenture.
Under the Indenture, you have deposited with the Trustee
the Securities as, and in the amounts, listed in Schedule A to the
Closing Memorandum and Reference Trust Indenture dated April 18,
1989 (the "Reference Trust Indenture") and have received from the
Trustee written confirmation that the Trustee is holding in book
entry form in the name of the Sponsor all of the Units then
outstanding in each of the two series of the Fund created pursuant
to the Indenture as, and in the amounts, listed in Schedule B to
the Reference Trust Indenture (collectively, the "Units").
Upon the basis of the foregoing, our familiarity with the
Sponsor's affairs in connection with the foregoing, our examination
of such corporate records, certificates and other documents and
such investigation of matters of law and of fact as we have deemed
necessary, we are of the opinion that:
(i) the Sponsor is a duly incorporated and validly
existing corporation under the laws of the State of New York;
(ii) the execution of the Indenture is within the
authorization of the executing officer of the Sponsor;
(iii) the Indenture has been duly executed and
delivered by the Sponsor, as sponsor of the Fund, and, assuming the
due execution and delivery by the other parties thereto,
constitutes the valid and legally binding obligation of the
Sponsor;
(iv) the execution and delivery of the Indenture and the
performance and observance of the terms and conditions thereof,
including but not limited to the issuance of the Units in
accordance with the terms thereof, do not and will not contravene
the terms of the certificate of incorporation or by-laws of the
Sponsor, nor, subject to clause (v) below, conflict with any
applicable laws or regulations, in effect at the date hereof,
provided that no public offering of the Units is made until such
time as the Fund's registration statement for the Units under the
Securities Act of 1933 has been made or becomes effective; and
(v) except for compliance with various state Blue Sky or
insurance laws, as may be necessary, all governmental consents or
approvals necessary to the execution of the Indenture and the
issuance of the Units will have been obtained at the time the
Fund's registration statement for the Units with the Securities and
Exchange Commission becomes effective pursuant to the provisions of
the Securities Act of 1933 and the regulations thereunder.
Very truly yours,
GORDON HURWITZ BUTOWSKY
WEITZEN SHALOV & WEIN
uit\100opin.e
Exhibit 3.F.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
101 Park Avenue
New York, New York 10178
April 25, 1990
Oppenheimer Fund Management, Inc.
Two World Trade Center
New York, New York 10048
Re: Oppenheimer Zero Coupon U.S.
Treasuries Trust, Series F
Gentlemen:
We have acted as special counsel for you in connection
with the preparation and execution of Standard Terms and Conditions
of Trust dated March 20, 1985 and a Closing Memorandum and
Reference Trust Indenture dated April 25, 1990 (together, the
Indenture"), among you (the "Sponsor"), as sponsor of Series F of
Oppenheimer Zero Coupon U.S. Treasuries Trust (Series F of such
trust being referred to as the "Fund"), United States Trust Company
of New York, as Trustee, and Standard & Poor's Corporation, as
Evaluator. Capitalized terms used herein without definition shall
have the meanings ascribed to them in the Indenture.
You have advised us that under the Indenture, you have
deposited with the Trustee the Securities as, and in the amounts,
listed in Schedule A to the Closing Memorandum and Reference Trust
Indenture dated April 25, 1990 (the "reference Trust Indenture")
and have received from the Trustee written confirmation that the
Trustee is holding in book entry form in the name of the Sponsor
all of the Units then outstanding of the Fund created pursuant to
the Indenture as, and in the amounts, listed in Schedule B to the
Reference Trust Indenture (collectively, the "Units").
Upon the basis of the foregoing, our familiarity with the
Sponsor's affairs in connection with the foregoing, our examination
of such corporate records, certificates and other documents and
such investigation of matters of law and of fact as we have deemed
necessary, we are of the opinion that:
(i) the Sponsor is a duly incorporated and validly
existing corporation under the laws of the State of New York;
(ii) the execution of the Indenture is within
authorization of the executing officer of the Sponsor;
(iii) the Indenture has been duly executed and delivered
by the Sponsor, as sponsor of the Fund, and, assuming the due
execution and delivery by the other parties thereto, constitutes
the valid and legally binding obligation of the Sponsor;
(iv) the execution and delivery of the Indenture and the
performance and observance of the terms and conditions thereof,
including but no limited to the issuance of the Units in accordance
with the terms thereof, do not and will not contravene the terms of
the certificate of incorporation or by-laws of the Sponsor, nor,
subject to clause (v) below, conflict with any applicable laws or
regulations in effect at the date hereof, provided that no public
offering of the Units is made until such time as the Fund's
registration statement for the Units under the Securities Act of
1933 has been made or becomes effective; and
(v) except for compliance with various state Blue Sky or
insurance laws, as may be necessary, all governmental consents or
approvals necessary to the execution of the Indenture and the
issuance of the Units will have been obtained at the time the
Fund's registration statement for the Units with the Securities and
Exchange Commission becomes effective pursuant to the provisions of
the Securities Act of 1933 and the regulations thereunder.
Very truly yours,
GORDON HURWITZ BUTOWSKY
WEITZEN SHALOV & WEIN
uit\100opin.F
<PAGE>
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
101 Park Avenue
New York, New York 10178
April 25, 1990
Oppenheimer Fund Management, Inc.
Two World Trade Center
New York, New York 10048
Re: Oppenheimer Zero Coupon U.S.
Treasuries Trust, Series F
Gentlemen:
You have requested our opinion with respect to certain
tax consequences relating to the separate unit investment trust
(the "Trust") that comprises Series F of Oppenheimer Zero Coupon
U.S. Treasuries Trust, Series A, B, C, D, E and F (the
"Fund").
We have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents and
instruments relating to the creation of the Fund and the Trust, the
deposit of the underlying securities (the "Obligations") in the
Trust and the issuance and sale of the units of fractional
undivided beneficial interest in the Trust (the "Units") as we have
deemed necessary or advisable for purposes of this opinion,
including the following: (a) the Standard Terms and Conditions of
Trust dated March 20, 1985 among Oppenheimer Fund Management, Inc.,
as depositor (the "Sponsor"), United States Trust Company of New
York, as trustee (the "Trustee"), and Standard & Poor's
Corporation, as successor Evaluator (the "Evaluator"); (b) the
Reference Trust Indenture for the Trusts dated April 25, 1990
(collectively, the Standard Terms and Conditions of Trust and the
Reference Trust Indenture are referred to as the "Indenture"); (c)
the Closing Memorandum dated April 25, 1990 relating to the deposit
of the Securities in the Trust; (d) the registration statement on
Form S-6 relating to the Units (such registration statement being
hereinafter called the "Registration Statement"), to be filed on or
about May 1, 1990 with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933 (the
"Securities Act"); and to be effective May 1, 1990; and (e) the
Notification of Registration on Form N-8A and the Registration
Statement on Form N-8B-2 as filed on December 3, 1984 with the
Commission pursuant to the Investment Company Act of 1940.
Our opinions are based on the assumptions set forth
below, documents, records and other instruments supplied to us, and
the authority that we have deemed relevant, including provisions of
the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations issued thereunder, and Internal Revenue
Service Rulings, and the laws of the State and City of New York.
FACTS
The Sponsor, a New York corporation, created Series F of
the Fund on April 25, 1990 (the "Closing Date") pursuant to the
Indenture. Series F of the Fund consists of one Trust designated
as the 2010 Series. The Trust is formed under the laws of the
State of New York and the Trustee, a New York corporation, is the
trustee of the Trust. We have assumed that the Trust has been duly
organized, that the Sponsor, Trustee, and Evaluator have duly
executed the Indenture, that the Indenture is valid and binding
upon the parties thereto, and that the parties will comply with the
terms and conditions of the Indenture.
Each Trust primarily contains (i) United States ("U.S.")
debt obligations stripped of their unmatured coupons; (ii) coupons
stripped from debt obligations issued by the U.S.; and (iii)
receipts and certificates for such stripped debt obligations and
stripped coupons (collectively, "Stripped Treasury Securities").
All of the Stripped Treasury Securities in the Trust will have
identical maturity dates in the year of designation for the Trust.
Stripped Treasury Securities have a zero coupon rate, and,
therefore, are purchased at a deep discount from their face amount.
The Trust also contains one interest-bearing obligation issued by
the U.S. or backed by its full faith and credit (the "Interest
Bearing Security") which will be deposited in order to provide
income to pay expenses of the Trust. The ratio of the face amount
of the Interest Bearing Security to the face amount of the Stripped
Treasury Securities will be de minimus.
The Stripped Treasury Securities were deposited with the
Trustee on April 24, 1990 (the "Deposit Date"). In return for the
deposit of the Obligations, the Sponsor and Variable Account B of
Monarch Life Insurance Company ("Monarch") received on the Closing
Date a number of Units issued by the Trust equal to the face amount
of the Obligations deposited on the Deposit Date. On the Closing
Date, the Sponsor sold its Units to the Variable Account B of
Monarch to fund the benefits under variable life insurance policies
issued by Monarch (the "Policies"). The Units will be freely
transferable by unitholders (the "Holders") and will be redeemable
by the Holders in cash or, at the option of the Holder, in kind
(with cash being paid for fractional interests). The death or
incapacity of any Holder of the Trust will not terminate the Trust.
We have been advised that the Sponsor will create and maintain a
secondary market for the Units. The Sponsor may redeem any Units
which it purchases, provided, however, that the Sponsor is
committed to redeem Units in such a manner that the amount of
uninvested cash generated by the redemption is de minimus.
Pursuant to and as specified in the Indenture, the
Trustee will have ministerial powers to perform such functions as
(i) accepting and holding the Obligations; (ii) collecting income
on the Interest Bearing Securities; (iii) paying expenses and
governmental charges in respect of the Trust and establishing
reserve accounts for the payment of such expenses; (iv) making
distributions of income and capital; and (v) instituting actions to
protect a Trust and the interests of its Holders. Neither the
Trustee nor the Sponsor will have any power to cause the Trust to
acquire new Obligations, sell Obligations, make new investments or
alter the original investment portfolio of such Trust other than as
set forth in the Indenture, certain provisions of which are
summarized below:
1. Deposit of Additional Securities
The Indenture provides that the Sponsor from time to time
may deposit in the Trust additional Obligations ("Additional
Securities") or, in their stead, contracts for the purchase of such
Additional Securities and a letter or letters of credit in the
amount required for performance of such contracts. The Additional
Securities in the Trust must be Stripped Treasury Securities or
Interest Bearing Securities and shall maintain as far as
practicable the original percentage relationship between the
principal amounts of such securities in the Trust. Each Additional
Security which is a Stripped Treasury Security must have an
identical maturity date to that of the Stripped Treasury Securities
deposited on the Deposit Date and each Additional Security which is
an Interest Bearing Security must have an identical maturity date
to that of the Interest Bearing Security deposited on the Deposit
Date. Further, any Interest Bearing Security deposited must bear
interest at the same rate as the initial Interest Bearing Security
deposited. The Trustee shall issue Units representing the
Additional Securities to the Sponsor and the Sponsor may sell the
Units to a Holder or Holders. As a result of the foregoing, if
additional Units are issued, an existing Holder's interest in the
existing Obligations will decrease; however, the amount of Stripped
Treasury Securities and Interest Bearing Securities represented by
each Unit will remain the same.
2. Replacement Securities
The Indenture provides that the Sponsor may in writing
direct the Trustee to purchase or enter into contracts to purchase
Obligations selected by the Sponsor in substitution for Obligations
with respect to which contracts have failed ("Replacement
Securities"). Purchases of Replacement Securities must be made
within 20 days after the deposit of the failed Securities. Such
Replacement Securities must be Stripped Treasury Securities or
Interest Bearing Securities and shall maintain as far as
practicable the original percentage relationship between the
percentage amounts of such Obligations and have identical
maturities to those of the Obligations deposited on the Deposit
Date. Further, each Interest Bearing Security which is added must
have the same interest rate as initial Interest Bearing Security.
If the Trustee does not purchase Replacement Securities, then the
Trustee must distribute all monies in respect of the failed
Obligations.
3. Sale of Securities
The Indenture provides that the Sponsor may direct the
Trustee to sell Obligations at such price and time and in such
manner as shall be determined by the Sponsor provided that the
Sponsor has determined that there has been the existence of one or
more of the following conditions: (i) a default in the payment of
principal or interest, or both, when due or payable; (ii) an action
or proceeding seeking to restrain or enjoin the payment of
principal or interest on any such Obligations; (iii) a default in
the payment of principal or interest on any other outstanding
securities issued by the same issuer or backed by the full faith
and credit of the U.S.; or (iv) the price of any such Obligations
has declined to such an extent or such other market or credit
factors exist that, in the opinion of the Sponsor, the retention of
such Obligations would be detrimental to the Trust or to the
Holders. The Indenture also provides that the Trustee shall have
the power to sell Obligations in order to pay for certain expenses
if funds are not otherwise available.
4. Refunding Securities
The Indenture provides that in the event an offer is made
by the issuer or obligor of any of the Obligations to issue new
Obligations in exchange or substitution for Obligations pursuant to
a plan for the refunding or refinancing of such Obligations, the
Sponsor shall instruct the Trustee in writing to reject such offer
and to either hold or sell such Obligations.
5. Redemption
The Indenture provides that the Trustee is empowered to
sell obligations held by a Trust to fund a cash redemption of Units
of the Trust. The Obligations which the Trustee can sell will be
designated in a current list maintained by the Sponsor. If cash
remains after the redemption, such cash will not be distributed but
will be retained without being reinvested.
6. Termination
In general, a Trust will terminate upon the maturity or
sale of all the Obligations, or the vote of a majority of the
Holders; provided that in no event can a Trust continue for more
than 50 years after creation. The Indenture provides that if the
value of the Trust decreases below an optional termination value
the Trustee may, in its discretion, and shall when so directed by
the Sponsor, terminate and liquidate the Trust. The Trust
Indenture also provides that Trustee may also terminate the Trust,
in its discretion, upon a failure to serve of the Sponsor.
Opinions
Based upon the facts and assumptions set forth above, the
documents, records and other instruments we have reviewed and the
Code, the Treasury Regulations, Rulings and the laws of the State
and City of New York, it is our opinion that, under existing law:
1. The Trust will not be considered an association
taxable as a corporation, but is classified as a trust for Federal
income tax purposes.
2. The Trust will be treated as a grantor trust for
Federal income tax purposes. Each Holder of Units of the Trust
will be considered the owner of a pro rata portion of each
Obligation in the Trust. The total cost to a Holder for Units of
a Trust, including sales charges, is allocated among its pro rata
portion of each Obligation in such Trust (in proportion to the fair
market values thereof on the date the Units are purchased) in order
to determine its tax cost for its pro rata portion of each
Obligation.
3. A Holder is required to treat its pro rata portion
of each Stripped Treasury Security in its Trust as a bond that was
originally issued on the date the Holder purchased its Units at an
original issue discount equal to the excess of the stated
redemption price at maturity (or in the case of a coupon, the
amount payable on the due date of such coupon) over the Holder's
tax cost of such Stripped Treasury as discussed above, and to
include annually in income a portion of such original issue
discount determined under a formula which takes into account the
compounding of interest.
4. Each Holder of a Trust will be considered to have
received the income on its pro rata portion of the Interest Bearing
Security when interest thereon is received by the Trust. Each
Holder of a Trust will be considered to have paid its pro rata
share of expenses paid by the Trust, including fees of the Trustee
and the Evaluator.
5. A Holder will recognize taxable gain (or loss) when
all or part of its pro rata portion of an Obligation in the Trust
is disposed of (i.e., if the Trust sells the Obligation or if the
Holder sells or redeems for cash all or some of its Units) for an
amount greater (or less) than its original tax cost therefor,
increased by the amount of amortized original issue discount
included in the Holder's gross income as discussed above. Such
resulting gain or loss will be capital gain or loss (except in the
case of a dealer or financial institution), and will be long-term
capital gain if the Holder has held its Units for more than one
year. However, a distribution to a Holder upon redemption of Units
made in kind by distributing Obligations held by the Trust will not
be a taxable event to the Holder or to nonredeeming Holders. The
redeeming Holder's basis for any Obligations distributed in kind
will be equal to his basis in such Obligations (previously
represented by his Units) prior to such redemption, and its holding
period for such Obligations will include the period during which it
held its Units. However, a Holder may recognize taxable gain or
loss when the Holder sells the Obligations so distributed for cash.
6. Under the income tax laws of the State and City of
New York, the Trust is not an association taxable as a corporation
and income received by the Trust will be treated as the income of
the Holders of the Trust in the same manner as for Federal income
tax purposes.
We are not expressing an opinion as to any other aspect
of the Trust other than those opinions expressly stated above.
Further, it should be noted that we are not expressing any opinion
with respect to the tax consequences to the policyowners of the
Policies.
Very truly yours,
GORDON HURWITZ BUTOWSKY
WEITZEN SHALOV & WEIN
uit\100opin.F
Exhibit 1.A.(5)
Face of Certificate
CERTIFICATE OF BENEFICIAL INTEREST
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST
Series _____, _____ series
No. _______ ________ Units
THIS CERTIFIES THAT __________________ is the registered owner
of _____ Units of fractional undivided interest in the above Trust
and Series of Oppenheimer Zero Coupon U.S. Treasuries Trust created
under the laws of the State of New York pursuant to a Trust
indenture a summary of certain of the pertinent provisions of which
is set forth on the reverse hereof and the Depositor and the
Trustee of which have executed this Certificate by their duly
authorized signatories as set forth below. This Certificate is
issued under and is subject to the terms, provisions and conditions
of the aforesaid Trust Indenture to which the Certificateholder of
this Certificate by virtue of the acceptance hereof assets and is
bound. This Certificate is transferable and interchangeable by the
registered owner in person or by his duly authorized attorney at
the corporate trust office of the Trustee upon surrender of this
Certificate properly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and
payment of the fees and expenses applicable thereto set forth on
the reverse hereof.
WITNESS THE facsimile signature of the duly authorized officer
of the Depositor and the manual signature of an authorized
signatory of the Trustee.
Dated: ________________, 19 __
OPPENHEIMER INVESTOR SERVICES, INC.
as Depositor
By: -------------------------------
President
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By: -------------------------------
Authorized Signatory
Reverse of Certifica te
OPPENHEIMER ZERO COU PON
U.S. TREASURIES TRUS T
Series _____, _____ series
The following is a summary of certain provisions of the Trust
Indenture dated as of _________, 19__ among the Depositor, the
Trustee and INTERACTIVE DATA SERVICES, INC., as the Evaluator (a
copy of which Trust Indenture is on file and available for
inspection to the Certificateholder hereof at the corporate trust
office of the Trustee and which is called herein the "Indenture"),
to which this Certificate is subject and to which reference is
hereby made. All of the terms, conditions and covenants of the
Indenture are incorporated herein by reference as if fully set
forth herein.
The series of the above Trust consists of (a) such of the
Securities (including certain Securities to be acquired pursuant to
contracts together with cash, cash equivalents or a letter or
letters of credit for the purchase thereof) deposited in such Trust
and listed in Schedule A to the Reference Trust Indenture or
acquired in exchange or substitution or by purchase in accordance
with the Indenture as from time to time may be held in the trust
fund of the above Trust, and (b) such amounts as from time to time
may be held in the Income Account and the Capital Account of the
above Trust maintained under the Indenture.
At any given time this Certificate shall represent a
fractional undivided interest in the series of the above Trust, the
numerator of which fraction shall be the number of Units set forth
on the face hereof and the denominator of which shall be the total
number of Units of fractional undivided interest of the above Trust
which are outstanding at such time. The indenture permits the
Depositor from time to time to deposit in the series of this Trust
additional Securities, at which times the Trustee will deliver to
the Depositor Certificates for Units representing the additional
value to the series of the above Trust.
The registered Certificateholder of this Certificate is
entitled at any time upon tender of this Certificate, endorsed in
blank or accompanied by all necessary instruments of assignment for
transfer in proper form and accompanied by such other documentation
as the Trustee shall reasonably require, to the Trustee at its
corporate trust office by such Certificateholder of his duly
authorized attorney (and upon payment of any tax or other
governmental charges) to receive on the seventh calendar day
following the day on which such tender is made (or, if such day is
not a Business Day, on the first Business Day prior thereto) an
amount in cash or, at the Certificateholder's option specified in
the written redemption instructions, in cash and securities chosen
by the Trustee from a list supplied from time to time by the
Depositor ("in kind payment"), having a value (herein called the
"Redemption Price") equal to the evaluation of the fractional
undivided interest in the series of the above Trust evidenced by
this Certificate which is to be based on a determination made by
the Evaluator in the manner provided for in the Indenture. Such
right of redemption may be suspended or the date of payment may be
postponed: (a) for any period during which the New York Stock
Exchange is closed other than customary weekend or holiday
closings; (b) for any period during which trading on that Exchange
is restricted or during which an emergency exists as a result of
which disposal of the Securities held in the series of the above
Trust is not reasonably practicable or it is not reasonably
practicable fairly to determine the value of such Securities (such
conditions to be determined under applicable rules of the
Securities and Exchange Commission); or (c) for such other periods
as the Securities and Exchange Commission may permit.
Unless the Certificateholder has elected an in kind payment,
the Depositor has the right to purchase any Certificate tendered to
the Trustee for redemption no later than the close of business on
the Business Day next following tender at a price not less than the
Redemption Price. So long as the Depositor is maintaining a bid in
the secondary market in excess of the Redemption Price, the
Depositor will repurchase any Certificates tendered to the Trustee
for redemption in cash. The Trustee is irrevocably authorized in
its discretion, in the event that the Depositor does not elect to
purchase any Certificate tendered for redemption in cash, or in the
event that the Depositor tenders a Certificate for redemption in
cash, in lieu of redeeming this Certificate if tendered for
redemption, to sell the Certificate in the over-the-counter market
for the account of the Certificateholder at a price which will
return to the Certificateholder an amount in cash, net after
deducting brokerage commissions, transfer taxes and other charges,
equal to or in excess of the Redemption Price. In the event of any
such sale, the Trustee shall pay the net proceeds thereof to the
Certificateholder on the day he would otherwise be entitled to
receive payment of the Redemption Price.
Income received by the Trustee as part of the series of the
above Trust shall be credited to a separate Income Account for the
above Trust. With (i) certain exceptions specified in the
Indenture, all other monies received by the Trustee as part of the
series of the above Trust shall be credited to a separate Capital
Account for the above Trust.
Record Dates and Distribution Dates for the series of the
above Trust are specified in the Prospectus.
The fractional undivided interest represented by this
Certificate in the distributable cash balance of the Income and
Capital Accounts of the above Trust (after the deductions referred
to below) as of the Record Date shall be distributed upon the
termination of the Indenture with respect to the above Trust in the
manner and subject to the limitations specified in the Indenture.
All distributions from the Income and Capital Accounts shall be
made to the Certificateholder of record of this Certificate at the
close of business on the Record Date prior to the Distribution Date
on which such distributions are made.
Distributions by the Trustee shall be made either by check
mailed to the post office address of the Certificateholder hereof
appearing on the registration books of the Trustee or by such other
means as shall have been mutually agreed upon by the
Certificateholder and the Trustee, provided, however, that this
Certificate shall be surrendered to the Trustee at or prior to the
distribution in termination of the Trust.
From time to time deductions shall be made from the Income and
Capital Accounts of the above Trust, as provided in the Indenture,
for redemption of Units, purchase of Securities in accordance with
the Indenture out of the proceeds of money held in respect of
Securities the contracts for which have failed, compensation of the
Trustee and the Evaluator, reimbursement of expenses and advances
incurred by or on behalf of the Trustee, legal and certain auditing
expenses and payment of, or the establishment of a reserve for,
applicable taxes or government charges.
Within a reasonable period of time after the end of each
calendar year the Trustee shall furnish to the registered
Certificateholder of this Certificate a statement setting forth,
among other things, the amounts received and deductions therefrom
and the amounts distributed during the preceding year in respect of
income on, and sales, redemptions or maturities of, Securities held
in the series of the above Trust. Certificates in the above Trust
are interchangeable for one or more other Certificates in the above
Trust in an equal aggregate number of Units in denominations of one
Unit or any multiple thereof. The Certificateholder hereof may be
required to pay a charge of $2.00 (or other such amount as may be
determined by the Trustee and approved by the Depositor) per
Certificate issued in connection with the transfer or interchange
of this Certificate and any tax or other governmental charge that
may be imposed in connection with the transfer, interchange or
other surrender of this Certificate.
Units may also be held in uncertificated form.
Certificateholders of Units evidenced by Certificates may at any
time elect to have their Units held in uncertificated form by
surrendering their Certificates to the Trustee for cancellation.
At such time, an appropriate notation will be made in the
registration books of the Trustee to indicate that the Units
formerly evidenced by such cancelled Certificates are held in
uncertificated form. The Trustee shall at the request of the
Certificateholder of any Units held in uncertificated form, issue
a new Certificate to evidence such Units and at such time make an
appropriate notation in the registration books of the Trustee.
Uncertificated Units are transferable and interchangeable by the
Certificateholder or his duly authorized attorney at the corporate
trust office of the Trustee upon delivery of an instrument of
transfer and related documents in form satisfactory to the Trustee
and payment of any tax or other governmental charges, fees and
expenses applicable thereto.
The Trustee may deem and treat the person in whose name any
Unit is registered upon the books of the Trustee as the owner
thereof for all purposes and the Trustee shall not be affected by
any notice to the contrary.
The Indenture and the trust created thereby shall terminate
with respect to the above Trust upon maturity, sale or other
disposition of the last Security held thereunder in the above
Trust; provided, however, that in no event shall the Indenture and
the trust created thereby continue beyond the date specified in the
Prospectus. The trust may be terminated prior to such date under
certain circumstances which include a decrease in the value of the
series of the above Trust to less than the amount specified in the
Prospectus. Upon any termination, the Trustee shall sell all of
the Securities then held in the above Trust and distribute pro rata
the funds then held in the series of the above Trust but only, in
the case of the certificated Units, upon the surrender of the
related Certificates. Upon termination, the Trustee shall be under
no further obligation with respect to the series of the above
Trust, except to hold the same in trust, without interest, until
distribution as aforesaid and shall have no duty upon any such
termination to communicate with the Certificateholder hereof other
than by mail at the address of such Certificateholder appearing on
the registration books of the Trustee.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof, the modification of the rights and
obligations of the Depositor, the Evaluator, the Trustee and the
Certificateholders of Units thereunder and the waiver of the
performance of any of the provisions thereof at any time with the
consent of Certificateholders of 51% of the Units of the above
Trust at any time outstanding under the Indenture. Any such
consent or waiver by the Certificateholder of any Units represented
by this Certificate shall be conclusive and binding upon such
Certificateholder and upon all future Certificateholders of this
Certificate and of any Units, whether evidenced by a Certificate or
in uncertificated form, issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Certificate
and whether or not the Unit(s) evidenced thereby are at such time
in uncertificated form. The Indenture also permits the amendment
thereof, in certain limited circumstances, without the consent of
the Certificateholders of any of the Units.
uit\100certi
