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Deficient management leads INDITEX on the verge of fail BUCHAREST, ROMANIA - Zara wants to cover losses from theft with employees’ money. The management, theft and losses give headaches to the Spanish group INDITEX, the owner of the ZARA chain. Only 10 months before, on July 25th, 2011, the publication Ziarul Financiar announced the fact that “INDITEX takes the manager from the Douglas perfumeries” pointing at Paul Cuza, who previously had the function of General Manager for Parfumerie Douglas SRL. Currently, the Romanian INDITEX group performs salary and structural changes without precedent, which the management team from Bucharest doesn’t want to explain. The problem of the clothes theft is a known phenomenon, especially when it comes to expensive brands such as ZARA or Massimo Dutti. The phenomenon was publicly recognized even by the management of the INDITEX Group Romania, two years before. Probably worried by this fact, Mihai Cioltea, the development manager of the INDITEX Group from Romania, also named by the press as “the Zara man”, stated in 2010 for the economic website InCont the following: “They steal a lot. Only for the stores in Bucharest we have 10 cases of stealing per day, which we discover and, depending on the severity, we call the police”.[...] Read the rest of the article... |
We respect intellectual property rights and will take appropriate steps to protect these rights. File No. 811-4164
SECURITIES AND EXCHANGE COMMISSION
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
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
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.
Two World Trade Center
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. FORM S-6
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES A THROUGH F
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)
[FN]
*Not applicable, negative answer or not required. 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
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. TABLE OF CONTENTS
Investment Summary of Series A+
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).
+ 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.
Investment Summary of Series B+
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).
+ 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.
Investment Summary of Series C+
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).
+ 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.
Investment Summary of Series D+
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).
+ 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.
Investment Summary of Series E+
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).
* 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.
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).
* 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. 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,
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
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
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:
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
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
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
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. 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.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A Statements of Condition as of December 31, 1995
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Operations
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Operations
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Changes in Net Assets
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Changes in Net Assets
See Notes to Financial Statements. Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Notes to Financial Statements
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
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.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Notes to Financial Statements
4. Capital Share Transactions Issuance Additional Units were issued by the Fund during the years ended December 31, 1995, 1994, and 1993 as follows:
Redemption During 1995, 1994 and 1993, the Sponsor elected to redeem Units of the Fund as follows:
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. Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A Portfolios as of December 31, 1995
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
See Notes to Financial Statements. 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.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B Statements of Condition as of December 31, 1995
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Statements of Operations
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Statements of Changes in Net Assets
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Notes to Financial Statements
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
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Notes to Financial Statements
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:
Redemption During 1995, 1994 and 1993, the Sponsor elected to redeem units of the Fund as follows:
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. Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B Portfolios as of December 31, 1995
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
See Notes to Financial Statements. 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.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C Statements of Condition as of December 31, 1995
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Statements of Operations
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Statements of Changes in Net Assets
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Notes to Financial Statements
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
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Notes to Financial Statements
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:
Redemption During 1995, 1994 and 1993, the Sponsor elected to redeem Units of the Fund as follows:
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. Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C Portfolios as of December 31, 1995
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
See Notes to Financial Statements. 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.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D Statements of Condition as of December 31, 1995
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Statements of Operations
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Statements of Changes In Net Assets
See Notes To Financial Statements
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Notes To Financial Statements
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
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Notes to Financial Statements
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:
Redemption During 1995, 1994 and 1993, the Sponsor elected to redeem Units of the Fund as follows:
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. Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D Portfolios as of December 31, 1995
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
See Notes to Financial Statements. 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.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E Statements of Condition As of December 31, 1995
See Notes to Financial Statements
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Statement of Operations
See Notes to Financial Statements.
Oppenheimer Zero coupon U.S. Treasuries Trust, Series E
Statements of Changes in Net Assets
See Notes to Financial Statements
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Notes to Financial Statements
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
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Notes to Financial Statements
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:
Redemption During 1995, 1994 and 1993, the Sponsor elected to redeem Units of the Fund as follows:
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. Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E Portfolios as of December 31, 1995
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
See Notes to Financial Statements. 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.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F Statement of Condition as of December 31, 1995
See Notes to Financial Statements
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Statement of Operations
See Notes to Financial Statements.
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Statement of Changes in Net Assets
See Notes to Financial Statements
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Notes to Financial Statements
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
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:
Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Notes to Financial Statements
Redemptions During 1995, 1994 and 1993, the Sponsor elected to redeem Units of the Fund, as follows:
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. Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F Portfolio as of December 31, 1995
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:
See Notes to Financial Statements. 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 OppenheimerFunds Distributor, Inc.
STATEMENT OF FINANCIAL CONDITION
See notes to financial statements. OppenheimerFunds Distributor, Inc.
NOTES TO STATEMENT OF FINANCIAL CONDITION
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-
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.
Sponsor
Trustee
Evaluator
Auditors
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. 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. 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)
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.
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.
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:
(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
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
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.
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,
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
(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.
By ____________________________
UNITED STATES TRUST COMPANY OF NEW YORK
By ___________________________________
INTERACTIVE DATA SERVICES, INC.
By ___________________________________
uit\100trust.a Exhibit 1.A.(2)(b)
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST,
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
(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.
By ___________________________________
UNITED STATES TRUST COMPANY OF NEW YORK
By ________________________________________
STANDARD & POOR'S CORPORATION
By ___________________________________
UIT\100TRUST.B Exhibit 1.A.(2)(c)
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST,
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.
By ____________________________ Assistant Vice President
STANDARD & POOR'S CORPORATION
By ________________________
Schedule A to Reference Trust Indenture dated April 23, 1987
OPPENHEIMER ZERO COUPON U.S.
As of the Initial Date of Deposit, April 21, 1987
Schedule B to Reference Indenture dated April 23, 1987
OPPENHEIMER ZERO COUPON U.S.
As of the Initial Date of Deposit, April 21, 1987
uit\100trust.c Exhibit 1.A.(2)(d) Oppenheimer Zero Coupon U.S. Treasuries Trust Series D
April 19, 1988
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
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
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. Oppenheimer Fund Management, Inc.
By: ___________________________
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
Schedule A to Closing Memorandum and Reference Trust Indenture dated April 19, 1988 Oppenheimer Zero Coupon U.S.
Price as of April 18, 1988 (the Initial Date of Deposit)
Schedule B to Closing Memorandum and Reference Trust Indenture dated April 19, 1988 Oppenheimer Zero Coupon U.S.
As of April 18, 1988 (the Initial Date of Deposit)
uit\100trust.d Exhibit 1.A.(2)(e) Oppenheimer Zero Coupon U.S. Treasuries Trust Series E
April 18, 1989
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
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
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: ___________________________
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
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
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: ___________________________
Attest:
Secretary
United States Trusts Company of New York By: ___________________________ Assistant Vice President Attest:
Assistant Secretary
Standard & Poor's Corporation
By: ___________________________
Attest:
Secretary
Schedule A to Closing Memorandum and Reference Trust Indenture dated April 25, 1990 Oppenheimer Zero Coupon U.S.
Price as of April 24, 1990 (the Initial Date of Deposit)
Schedule B to Closing Memorandum and Reference Trust Indenture dated April 25, 1990 Oppenheimer Zero Coupon U.S.
As of April 24, 1990 (the Initial Date of Deposit)
uit\100trust.f Exhibit 1.A.(1)
Executed in Parts
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, Series A
OPPENHEIMER INVESTOR SERVICES, INC.
As Depositor
UNITED STATES TRUST COMPANY
INTERACTIVE DATA SERVICES, INC.
STANDARD TERMS
and
For Series formed on or subsequent
to the effective date specified below Dated March 20, 1985
STANDARD TERMS AND CONDITIONS OF TRUST
OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST
CONTENTS Article and Section INTRODUCTION
ARTICLE I -- APPLICABILITY; DEFINITIONS; FORM OF
CERTIFICATE
ARTICLE II -- DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST;
ISSUANCE OF CERTIFICATES
EXECUTION This Table of Contents does not constitute part of the Indenture.
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
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:
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.
Reverse of Certificate
OPPENHEIMER ZERO COUPON
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: ___________________
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
(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
(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. 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 3.16. 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
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 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
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 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:
(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
(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
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
(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
(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
(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
(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:
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. 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.
BY: _____________________
BY: _____________________
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)
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)
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
OPPENHEIMER INVESTOR SERVICES, INC.
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
February ___, 1986
Monarch Life Insurance Company
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
legag\100#4 Exhibit 1.A.(9)(c)
[logo]OppenheimerFunds
March 29, 1985
Monarch Life Insurance Company
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
legag\100#5 Exhibit 3.A.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
March 27, 1985
Oppenheimer Investor Services, Inc.
Re: Oppenheimer Zero Coupon U.S.
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.
Oppenheimer Investor Services, Inc.
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
uit\100opin.A Exhibit 3.B.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
January 28, 1986
Oppenheimer Investor Services, Inc.
Re: Oppenheimer Zero Coupon U.S.
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
uit\100opin.b Exhibit 3.C.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
April 23, 1987
Oppenheimer Fund Management, Inc.
Re: Oppeinheimer Zero Coupon U.S.
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
uit\100opin.c Exhibit 3.D.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
April 19, 1988
Oppenheimer Fund Management, Inc.
Re: Oppeinheimer Zero Coupon U.S.
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,
Exhibit 3.E.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
April 18, 1989
Oppenheimer Fund Management, Inc.
Re: Oppeinheimer Zero Coupon U.S.
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
uit\100opin.e Exhibit 3.F.
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
April 25, 1990
Oppenheimer Fund Management, Inc.
Re: Oppenheimer Zero Coupon U.S.
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
uit\100opin.F
GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
April 25, 1990
Oppenheimer Fund Management, Inc.
Re: Oppenheimer Zero Coupon U.S.
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
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
uit\100opin.F Exhibit 1.A.(5) Face of Certificate
CERTIFICATE OF BENEFICIAL INTEREST
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.
By: -------------------------------
UNITED STATES TRUST COMPANY
By: -------------------------------
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.
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 |
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