Part C

EX-99 5 ptc.htm PART C Part C

OPPENHEIMER HIGH YIELD FUND

FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits

(a) Amended and Restated Declaration of Trust dated 10/31/00: Previously filed with Registrant's
Post-Effective Amendment No. 45, 10/26/01, and incorporated herein by reference.

(i) Amendment No. 1 dated 1/25/02 to Amended and Restated Declaration of Trust dated 10/31/00: Filed
herewith.

(b) Amended and Restated By-Laws dated 10/24/00: Previously filed with Registrant's Post-Effective Amendment
No. 45, 10/26/01, and incorporated herein by reference.

(c) (i) Specimen Class A Share Certificate: Previously filed with Registrant's Post-Effective Amendment No.
45, 10/26/01, and incorporated herein by reference.

(ii) Specimen Class B Share Certificate: Previously filed with Registrant's Post-Effective Amendment No.
45, 10/26/01, and incorporated herein by reference.

(iii) Specimen Class C Share Certificate: Previously filed with Registrant's Post-Effective Amendment
No. 45, 10/26/01, and incorporated herein by reference.

(iv) Specimen Class N Share Certificate: Previously filed with Registrant's Post-Effective Amendment No.
45, 10/26/01, and incorporated herein by reference.

(v) Specimen Class Y Share Certificate: Previously filed with Registrant's Post-Effective Amendment No.
45, 10/26/01, and incorporated herein by reference.

(d) Investment Advisory Agreement dated 10/22/90: Previously filed with Registrant's Post-Effective
Amendment No. 23, 10/31/90, refiled with Registrant's Post-Effective Amendment No. 30, 8/25/94 pursuant to Item
102 of Regulation S-T and incorporated herein by reference.

(e) (i) General Distributor's Agreement dated 10/13/92: Previously filed with Registrant's Post-Effective
Amendment No. 29, 10/4/93, and incorporated herein by reference.

(ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Filed with Registrant's
Post-Effective Amendment No. 45, 10/26/01, and incorporated herein by reference.

(iii) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Registrant's
Post-Effective Amendment No. 45, 10/26/01, and incorporated herein by reference.

(iv) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Registrant's
Post-Effective Amendment No. 45, 10/26/01, and incorporated herein by reference.

(v) Form of Trust Company Fund/SERV Purchase Agreement of OppenheimerFunds Distributor, Inc.: Previously
filed with Registrant's Post-Effective Amendment No. 45, 10/26/01, and incorporated herein by reference.

(vi) Form of Trust Company Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with
Registrant's Post-Effective Amendment No. 45, 10/26/01, and incorporated herein by reference.

(f) Form of Deferred Compensation Plan for Disinterested Trustees/Directors: Previously filed with
Registrant's Post-Effective Amendment No. 40, 10/27/98, and incorporated herein by reference.

(g) (i) Custody Agreement dated 10/6/92: Previously filed with Registrant's Post-Effective Amendment No. 27,
10/21/92, refiled with Registrant's Post-Effective Amendment No. 30, 8/25/94 pursuant to Item 102 of Regulation
S-T and incorporated herein by reference.

(ii) Amendment dated 4/3/01 to Custody Agreement dated 10/6/92: Previously filed with Post-Effective
Amendment No. 34 to the Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg. No. 2-82590),
10/25/01, and incorporated herein by reference.

(ii) Amended and Restated Foreign Custody Manager Agreement dated 4/3/01: Previously filed with
Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg.
No. 2-82590), 10/25/01, and incorporated herein by reference.

(h) Not applicable.

(i) Opinion and Consent of Counsel dated 8/3/78: Previously filed with Registrant's Post-Effective Amendment
No. 1 to Registrant's Registration Statement, 9/27/78, refiled with Registrant's Post-Effective Amendment No. 30,
8/25/94 pursuant to Item 102 of Regulation S-T and incorporated herein by reference.

(j) Independent Auditors' Consent: Filed herewith.

(k) Not applicable.

Not applicable.

(i) Amended and Restated Service Plan and Agreement for Class A shares dated 6/14/02: Filed herewith.

(ii) Distribution and Service Plan and Agreement for Class B shares dated 10/31/00: Previously filed
with Registrant's Post-Effective Amendment No. 45, 10/26/01, and incorporated herein by reference.

(iii) Distribution and Service Plan and Agreement for Class C shares dated 11/1/95: Previously filed
with Registrant's Post-Effective Amendment No. 33, 8/30/95, and incorporated herein by reference.

(iv) Distribution and Service Plan and Agreement for Class N shares dated 10/24/00: Previously filed
with Registrant's Post Effective Amendment No. 44, 10/26/00, and incorporated herein by reference.

(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 March 18, 1996 and updated through 8/21/01:
Previously filed with Post-Effective Amendment No. 20 to the Registration Statement of Oppenheimer Cash Reserves
(Reg. No. 33-23223), 9/27/01, and incorporated herein by reference.

(o) Powers of Attorney for all Trustees/Directors and Officers except for Beverly L. Hamilton, Robert J.
Malone, Edward Cameron, F. William Marshall, Jr., and John Murphy (including Certified Board Resolutions):
Previously filed with Pre-Effective Amendment No. 2 to the Registration Statement of Oppenheimer Select Managers
(Reg. No. 333-49774), 2/8/01, and incorporated herein by reference.

(i) Powers of Attorney for Edward Cameron, F. William Marshall Jr. and John Murphy: Previously filed
with Registrant's Post-Effective Amendment No. 45, 10/26/01, and incorporated herein by reference.

(ii) Powers of Attorney for Beverly L. Hamilton and Robert J. Malone: Filed herewith.

Amended and Restated Code of Ethics of the Oppenheimer Funds dated March 1, 2000 under Rule 17j-1 of the
Investment Company Act of 1940: Previously filed with the Initial Registration Statement of Oppenheimer Emerging
Growth Fund (Reg. No. 333-44176), 8/21/00, and incorporated herein by reference.

Item 24. Persons Controlled by or Under Common Control with the Fund
--------------------------------------------------------------------

None.

Item 25. Indemnification
------------------------

Reference is made to the provisions of Article Seven of Registrant's Amended and Restated Declaration of Trust
filed as Exhibit 23(a) to this Registration Statement, and incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a
trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person, Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

Item 26. - Business and Other Connections of the Investment Adviser

(a) OppenheimerFunds, Inc. is the investment adviser of the Registrant; it and certain subsidiaries and
affiliates act in the same capacity to other investment companies, including without limitation those described
in Parts A and B hereof and listed in Item 26(b) below.

(b) There is set forth below information as to any other business, profession, vocation or employment of a
substantial nature in which each officer and director of OppenheimerFunds, Inc. is, or at any time during the
past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer,
employee, partner or trustee.

Name and Current Position with
OppenheimerFunds, Inc. Other Business and Connections During the Past Two Years
------------------------------ --------------------------------------------------------
Timothy L. Abbuhl,
Assistant Vice President None

Amy B. Adamshick,
Vice President None

Charles E. Albers,
Senior Vice President None

Edward J. Amberger,
Assistant Vice President None

Erik Anderson,
Assistant Vice President None

Janette Aprilante,
Vice President & Secretary As of January 2002: Secretary of OppenheimerFunds Distributor, Inc.,
Centennial Asset Management Corporation, Oppenheimer Partnership Holdings,
Inc., Oppenheimer Real Asset Management, Inc., Shareholder Financial Services,
Inc., Shareholder Services, Inc.; Assistant Secretary of HarbourView Asset
Management Corporation, OFI Private Investments, Inc., Oppenheimer Trust
Company and OFI Institutional Asset Management, Inc.

Hany S. Ayad,
Assistant Vice President None

Victor W. Babin,
Senior Vice President None

Bruce L. Bartlett,
Senior Vice President None

John Michael Banta,
Assistant Vice President None

Lerae A. Barela,
Assistant Vice President None

George Batejan,
Executive Vice President/
Chief Information Officer None

Kevin Baum,
Vice President None

Connie Bechtolt,
Assistant Vice President None

Robert Behal
Assistant Vice President Assistant Vice President of HarbourView Asset Management
Corporation. Formerly, Associate Director at MetLife (Jan 2000-May 2000).

Kathleen Beichert,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Erik S. Berg,
Assistant Vice President None

Rajeev Bhaman,
Vice President None

Mark Binning,
Assistant Vice President None

Robert J. Bishop,
Vice President None

John R. Blomfield,
Vice President None

Chad Boll,
Assistant Vice President None

Lowell Scott Brooks,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Richard Buckmaster,
Vice President None

Mark Burns,
Assistant Vice President Formerly a Marketing Manager with Alliance Capital Management
(October 1999-April 2001).

Bruce Burroughs
Vice President None

Claudia Calich,
Assistant Vice President None

Michael A. Carbuto,
Vice President None

Ronald G. Chibnik,
Assistant Vice President Director of technology for Sapient Corporation (July, 2000-August 2001);
software architect for Sapient Corporation (March 1997-July 2000).

H.C. Digby Clements,
Vice President: Rochester Division None

Peter V. Cocuzza,
Vice President None

Julie C. Cusker,
Assistant Vice President:
Rochester Division None

John Damian,
Vice President Formerly senior analyst/director for Citigroup Asset Management
(November 1999-September 2001).

O. Leonard Darling,
Vice Chairman, Executive Vice
President, Chief Investment
Officer & Director Chairman of the Board and a director (since June 1999) and Senior Managing Director
(since December 1998) of HarbourView Asset Management Corporation; a director
(since July 2001) of Oppenheimer Acquisition Corp.; a director (since March 2000)
of OFI Private Investments, Inc.; Chairman of the Board, Senior Managing Director
and director (since February 2001) of OFI Institutional Asset Management, Inc.;
Trustee (since 1993) of Awhtolia College - Greece.

John M. Davis,
Assistant Vice President Assistant Vice President of OppenheimerFunds Distributor, Inc.

Robert A. Densen,
Senior Vice President None

Ruggero de'Rossi,
Vice President None

Craig P. Dinsell,
Executive Vice President None

Randall C. Dishmon,
Assistant Vice President Formerly an Associate with Booz Allen & Hamilton (1998-June 2001).

Rebecca K. Dolan
Vice President None

Steven D. Dombrower,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Bruce C. Dunbar,
Vice President None

Richard Edmiston,
Assistant Vice President None

Daniel R. Engstrom,
Assistant Vice President None

Armand B. Erpf,
Assistant Vice President None

James Robert Erven
Assistant Vice President Formerly an Assistant Vice President/Senior Trader with Morgan Stanley Investment
Management (1999-April 2002).

George R. Evans,
Vice President None

Edward N. Everett,
Vice President None

George Fahey,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Scott T. Farrar,
Vice President None

Katherine P. Feld,
Vice President, Senior Counsel Vice President of OppenheimerFunds, Distributor, Inc.; Vice President,
Assistant Secretary and Director of Centennial Asset Management Corporation;
Vice President of Oppenheimer Real Asset Management, Inc.

Ronald H. Fielding,
Senior Vice President;
Chairman: Rochester Division Vice President of OppenheimerFunds Distributor, Inc.; Director of ICI Mutual
Insurance Company; Governor of St. John's College; Chairman of the Board of
Directors of International Museum of Photography at George Eastman House.

Paul Fitzsimmons,
Assistant Vice President Assistant Vice President of HarbourView Asset Management Corporation.

P. Lyman Foster,
Senior Vice President Senior Vice President of OppenheimerFunds Distributor, Inc.

David Foxhoven,
Assistant Vice President Assistant Vice President of OppenheimerFunds Legacy Program.

Colleen M. Franca,
Assistant Vice President None

Crystal French,
Vice President None

Dan P. Gangemi,
Vice President None

Dan Gagliardo,
Assistant Vice President Formerly an Assistant Vice President with Mitchell Hutchins
(January 2000-October 2000).

Subrata Ghose,
Assistant Vice President None

Charles W. Gilbert,
Assistant Vice President None

Alan C. Gilston,
Vice President None

Sharon M. Giordano,
Assistant Vice President None

Jill E. Glazerman,
Vice President None

Paul M. Goldenberg,
Vice President None

Mike Goldverg,
Assistant Vice President None

Bejamin J. Gord,
Vice President Vice President of HarbourView Asset Management Corporation.
Formerly Executive Director with Miller Anderson Sherrerd, a division of
Morgan Stanley Investment Management. (April 1992-March 2002).

Laura Granger,
Vice President Formerly a portfolio manager at Fortis Advisors (July 1998-October 2000).

Robert Grill,
Senior Vice President None

Robert Guy,
Senior Vice President None

David Hager,
Vice President None

Robert Haley,
Assistant Vice President None

Marilyn Hall,
Vice President None

Kelly Haney,
Assistant Vice President None

Thomas B. Hayes,
Vice President None

Dorothy F. Hirshman,
Vice President None

Merryl I. Hoffman,
Vice President & Senior Counsel As of December 2001: Secretary of HarbourView Asset Management Corporation,
OFI Private Investments, Inc. and OFI Institutional Asset Management, Inc.;
Assistant Secretary of OppenheimerFunds Legacy Program.

Scott T. Huebl,
Vice President Assistant Vice President of OppenheimerFunds Legacy Program.

Margaret Hui,
Assistant Vice President None

John Huttlin,
Vice President As of April 1August 22, 2002, Vice President (Director of the International
Division) of OFI Institutional Asset Management, Inc.

James G. Hyland,
Assistant Vice President None

Steve P. Ilnitzki,
Senior Vice President Formerly Vice President of Product Management at Ameritrade (until March 2000).

Kathleen T. Ives,
Vice President & Assistant Counsel Vice President of OppenheimerFunds Distributor, Inc.; Vice President and
Assistant Secretary of Shareholder Services, Inc.; Assistant Secretary of
OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc.

William Jaume,
Vice President Senior Vice President and Chief Compliance Officer (since April 2000) of
HarbourView Asset Management Corporation; and of OFI Institutional Asset
Management, Inc. (since February 2001).

Frank V. Jennings,
Vice President None

John Jennings,
Vice President None

John Michael Johnson,
Assistant Vice President Formerly Vice President, Senior Analyst/Portfolio Manager at Aladdin Capital Holdings
Inc. (February 2001-May 2002) prior to which he was Vice President and Senior Analyst
at Merrill Lynch Investment Managers (October 1996-February 2001).

Lewis A. Kamman,
Vice President None

Jennifer E. Kane,
Assistant Vice President None

Lynn O. Keeshan,
Senior Vice President None

Thomas W. Keffer,
Senior Vice President None

Cristina J. Keller,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Michael Keogh,
Vice President None

Garrett K. Kolb,
Assistant Vice President None

Walter G. Konops,
Assistant Vice President None

Avram D. Kornberg,
Senior Vice President None

James Kourkoulakos,
Vice President None

Guy E. Leaf,
Vice President Vice President of Merrill Lynch (January 2000-September 2001.

Christopher M. Leavy,
Senior Vice President Formerly Vice President and portfolio manager at Morgan Stanley
Investment Management (1997-September 2000).

Dina C. Lee,
Assistant Vice President &
Assistant Counsel Formerly an attorney with Van Eck Global (until December 2000).

Laura Leitzinger,
Vice President Vice President of Shareholder Financial Services, Inc.

Michael S. Levine,
Vice President None

Gang Li,
Assistant Vice President None

Shanquan Li,
Vice President None

Mitchell J. Lindauer,
Vice President &
Assistant General Counsel None

Bill Linden,
Assistant Vice President None

Malissa B. Lischin,
Assistant Vice President Assistant Vice President of OppenheimerFunds Distributor, Inc.

Reed Litcher,
Vice President None

David P. Lolli,
Assistant Vice President None

Daniel G. Loughran
Vice President: Rochester Division None

Patricia Lovett,
Vice President Vice President of Shareholder Financial Services, Inc. and Senior Vice President
of Shareholder Services, Inc.

Steve Macchia,
Vice President None

Angelo G. Manioudakis
Senior Vice President Senior Vice President of HarbourView Asset Management Corporation. Formerly Executive
Director and portfolio manager for Miller, Anderson & Sherrerd, a division of
Morgan Stanley Investment Management (August 1993-April 2002).

Marianne Manzolillo,
Assistant Vice President None

Philip T. Masterson,
Vice President & Assistant Counsel None

Charles L. McKenzie,
Senior Vice President Senior Vice President of HarbourView Asset Management Corporation and OFI
Institutional Asset Management Corporation.

Lisa Migan,
Assistant Vice President None

Andrew J. Mika,
Senior Vice President None

Joy Milan,
Vice President None

Denis R. Molleur,
Vice President & Senior Counsel None

Nikolaos D. Monoyios,
Vice President None

Charles Moon,
Vice President Vice President of HarbourView Asset Management Corporation. Formerly an
Executive Director and Portfolio Manager with Miller Anderson & Sherrerd,
a division of Morgan Stanley Investment Management (June 1999-March 2002).

John Murphy,
Chairman, President, Chief Executive Officer
& Director Director of OppenheimerFunds Distributor, Inc., Centennial Asset Management
Corporation, HarbourView Asset Management Corporation, OFI Private Investments, Inc.,
OFI Institutional Asset Management, Inc. and Tremont Advisers, Inc.; Director (Class A)
of Trinity Investments Management Corporation; President and Director of Oppenheimer
Acquisition Corp., Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset
Management, Inc.; Chairman and Director of Shareholder Financial Services,
Inc. and Shareholder Services, Inc.; Executive Vice President of MassMutual Life
Insurance Company; director of DLB Acquisition Corp.

Thomas J. Murray,
Vice President None

Kenneth Nadler,
Vice President None

David Negri,
Senior Vice President Senior Vice President of HarbourView Asset Management Corporation.

Richard Nichols,
Vice President None

Barbara Niederbrach,
Assistant Vice President None

Raymond C. Olson,
Assistant Vice President Assistant Vice President and Treasurer of OppenheimerFunds Distributor, Inc.;
Treasurer of Centennial Asset Management Corporation.

Frank J. Pavlak,
Vice President None

David P. Pellegrino,
Vice President None

Allison C. Pells,
Assistant Vice President None

James F. Phillips,
Vice President None

Raghaw Prasad,
Assistant Vice President None

Jane C. Putnam,
Vice President None

Michael E. Quinn,
Vice President None

Julie S. Radtke,
Vice President None

Norma J. Rapini,
Assistant Vice President:
Rochester Division None

Thomas P. Reedy,
Vice President Vice President (since April 1999) of HarbourView Asset Management Corporation.

Brian N. Reid,
Assistant Vice President Formerly an Assistant Vice President with Eaton Vance Management
(January 2000-January 2002).

Kristina Richardson,
Assistant Vice President None

David Robertson,
Senior Vice President Senior Vice President of OppenheimerFunds Distributor, Inc.

Rob Robis,
Assistant Vice President None

Antoinette Rodriguez,
Assistant Vice President None

Jeffrey S. Rosen,
Vice President None

Richard H. Rubinstein,
Senior Vice President None

James H. Ruff,
Executive Vice President President and director of OppenheimerFunds Distributor, Inc. and Centennial Asset
Management Corporation; Executive Vice President of OFI Private Investments, Inc.

Andrew Ruotolo
Executive Vice President and Director President and director of Shareholder Services, Inc. and Shareholder
Financial Services, Inc., Director (Class A) of Trinity Investment Management Corporation

Rohit Sah,
Assistant Vice President None

Valerie Sanders,
Vice President None

Jeffrey R. Schneider,
Vice President None

Ellen P. Schoenfeld,
Vice President None

David Schultz,
Senior Vice President Chief Executive Officer, President & Senior Managing Director & Director of OFI
Institutional Asset Management, Inc. and HarbourView Asset Management Corporation; Director
(Class A) and Chairman of Trinity Investment Management Corporation; Director of
Oppenheimer Trust Company.

Scott A. Schwegel,
Assistant Vice President None

Allan P. Sedmak
Assistant Vice President None

Jennifer L. Sexton,
Vice President Vice President of OFI Private Investments, Inc.

Martha A. Shapiro,
Vice President None

Navin Sharma,
Vice President Formerly, Manager at BNP Paribas Cooper Neff Advisors (May 2001-April 2002)
prior to which he was Development Manager at Reality Online/Reuters America Inc.
(June 2000-May 2001).

Steven J. Sheerin,
Vice President Formerly consultant with Pricewaterhouse Coopers (November 2000-May 2001) prior to
which he was a Vice President of Merrill Lynch Pierce Fenner & Smith, Inc.
(July 1998-October 2000).

Bonnie Sherman,
Assistant Vice President None

David C. Sitgreaves,
Assistant Vice President None

Edward James Sivigny
Assistant Vice President Formerly a Director for ABN Amro Securities (July 2001-July 2002) prior to which he
was Associate Director for Barclays Capital (1998-July 2001).

Enrique H. Smith,
Assistant Vice President Formerly a business analyst with Goldman Sachs (August 1999-August 2001).

Richard A. Soper,
Vice President None

Louis Sortino,
Assistant Vice President:
Rochester Division None

Keith J. Spencer,
Vice President None

Marco Antonio Spinar,
Assistant Vice President Formerly, Director of Business Operations at AOL Time Warner, AOL Time Warner Book
Group (June 2000-December 2001).

Richard A. Stein,
Vice President: Rochester Division None

Arthur P. Steinmetz,
Senior Vice President Senior Vice President of HarbourView Asset Management Corporation.

Jayne M. Stevlingson,
Vice President None

Gregory J. Stitt,
Vice President None

John P. Stoma,
Senior Vice President Senior Vice President of OppenheimerFunds Distributor, Inc.

Wayne Strauss,
Assistant Vice President:
Rochester Division None

Michael Stricker,
Vice President None

Deborah A. Sullivan,
Assistant Vice President, Assistant Counsel Since December 2001, Secretary of Oppenheimer Trust Company.

Mary Sullivan,
Assistant Vice President None

Kevin L. Surrett,
Assistant Vice President None

Susan B. Switzer,
Vice President None

Anthony A. Tanner,
Vice President: Rochester Division None

Paul Temple,
Vice President Formerly a Vice President of Merrill Lynch (October 2001-January 2002) prior to
which he was a Vice President with OppenheimerFunds, Inc. (May 2000-October 5, 2001).

Eamon Tubridy,
Assistant Vice President None

James F. Turner,
Vice President Formerly portfolio manager for Technology Crossover Ventures (May 2000-March 2001).

Cameron Ullyat,
Assistant Vice President None

Mark S. Vandehey,
Vice President Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset
Management Corporation and Shareholder Services, Inc.

Maureen Van Norstrand,
Assistant Vice President None

Vincent Vermette,
Assistant Vice President Assistant Vice President of OppenheimerFunds Distributor, Inc.

Phillip F. Vottiero,
Vice President None

Samuel Sloan Walker,
Vice President Vice President of HarbourView Asset Management Corporation.

Teresa M. Ward,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Darrin L. Watts,
Assistant Vice President None

Jerry A. Webman,
Senior Vice President Senior Vice President of HarbourView Asset Management Corporation.

Christopher D. Weiler,
Assistant Vice President:
Rochester Division None

Barry D. Weiss,
Vice President None

Melissa Lynn Weiss,
Vice President Formerly an Associate at Hoguet Newman & Regal, LLP (January 1998-May 2002).

Christine Wells,
Vice President None

Joseph J. Welsh,
Vice President None

Diederick Wermolder,
Vice President Director of OppenheimerFunds International Ltd.; Senior Vice President
(Managing Director of the International Division) of OFI Institutional Asset
Management, Inc.

Catherine M. White,
Assistant Vice President Assistant Vice President of OppenheimerFunds Distributor, Inc. Formerly, Assistant
Vice President with Gruntal & Co. LLC (September 1998 - October 2000); member
of the American Society of Pension Actuaries (ASPA) since 1995.

William L. Wilby,
Senior Vice President Formerly Senior Vice President of HarbourView Asset Management Corporation (May
1999-July 2002).

Donna M. Winn,
Senior Vice President President, Chief Executive Officer and Director of OFI Private Investments, Inc.;
Director and President of OppenheimerFunds Legacy Program; Senior Vice President of
OppenheimerFunds Distributor, Inc.

Kenneth Winston,
Senior Vice President Principal at Richards & Tierney, Inc. (until June 2001).

Brian W. Wixted,
Senior Vice President and
Treasurer Treasurer of HarbourView Asset Management Corporation; OppenheimerFunds
International Ltd., Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset
Management Corporation, Shareholder Services, Inc., Shareholder Financial Services,
Inc., OFI Private Investments, Inc. and OFI Institutional Asset Management,
Inc.; Treasurer and Chief Financial Officer of Oppenheimer Trust Company; Assistant
Treasurer of Oppenheimer Acquisition Corp. and OppenheimerFunds Legacy Program.

Carol Wolf,
Senior Vice President Serves on the Board of the Colorado Ballet.

Kurt Wolfgruber,
Senior Vice President Director of Tremont Advisers, Inc. (as of January 2002).

Caleb C. Wong,
Vice President None

Edward C. Yoensky,
Assistant Vice President None

Robert G. Zack
Senior Vice President and
General Counsel General Counsel and Director of OppenheimerFunds Distributor, Inc.;
General Counsel of Centennial Asset Management Corporation; Senior Vice President
and General Counsel of HarbourView Asset Management Corporation and OFI Institutional
Asset Management, Inc.; Senior Vice President, General Counsel and Director of
Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private
Investments, Inc. and Oppenheimer Trust Company; Vice President and Director of
Oppenheimer Partnership Holdings, Inc.; Secretary of OAC Acquisition Corp.;
Director and Assistant Secretary of OppenheimerFunds International Ltd.; Director of
Oppenheimer Real Asset Management, Inc.; Vice President of OppenheimerFunds Legacy Program.

Jill Zachman,
Vice President: Rochester Division None

Neal A. Zamore,
Vice President None

Mark D. Zavanelli,
Vice President None

Alex Zhou,
Assistant Vice President None

Arthur J. Zimmer,
Senior Vice President Senior Vice President (since April 1999) of HarbourView Asset Management Corporation.

The Oppenheimer Funds include the following:

Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (Rochester Portfolio Series)
Oppenheimer Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Concentrated Growth Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Intermediary Municipal Fund (a series of Oppenheimer Municipal Fund)
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Growth & Income Fund (a series of Oppenheimer Main
Street Funds, Inc.
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multiple Strategies Fund
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust (3 series):
Oppenheimer New Jersey Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Rochester National Municipals
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Small Cap Value Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Managers (6 series):
Gartmore Millennium Growth Fund II
Jennison Growth Fund
Mercury Advisors Focus Growth Fund
Mercury Advisors S&P 500 Index Fund
QM Active Balanced Fund
Salomon Brothers Capital Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):
Oppenheimer Disciplined Allocation Fund
Oppenheimer Value Fund
Oppenheimer Special Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer Trinity Core Fund
Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (10 series):
Oppenheimer Aggressive Growth Fund/VA
Oppenheimer Bond Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Global Securities Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Main Street Growth & Income Fund/VA
Oppenheimer Main Street Small Cap Fund/VA
Oppenheimer Money Fund/VA
Oppenheimer Multiple Strategies Fund/VA
Oppenheimer Strategic Bond Fund/VA
Panorama Series Fund, Inc. (4 series):
Growth Portfolio
Government Securities Portfolio
International Growth Fund/VA
Total Return Portfolio
Rochester Fund Municipals

The address of the Oppenheimer funds listed above, Shareholder Financial Services, Inc., Shareholder Services,
Inc., OppenheimerFunds Services, Centennial Asset Management Corporation, Centennial Capital Corp., Oppenheimer
Real Asset Management, Inc. and OppenheimerFunds Legacy Program is 6803 South Tucson Way, Englewood, Colorado
80112.

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corp.,
Oppenheimer Partnership Holdings, Inc., Oppenheimer Acquisition Corp., OFI Private Investments, Inc., OAM
Institutional, Inc. and Oppenheimer Trust Company is 498 Seventh Avenue, New York, New York 10018.

The address of Tremont Advisers, Inc. is 555 Theodore Fremd Avenue, Suite 206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is Bloc C, Irish Life Center, Lower Abbey Street, Dublin 1,
Ireland.

The address of Trinity Investment Management Corporation is 301 North Spring Street, Bellefonte, Pennsylvania
16823.

Item 27. Principal Underwriter

(a) OppenheimerFunds Distributor, Inc. is the Distributor of the Registrant's shares. It is also the
Distributor of each of the other registered open-end investment companies for which OppenheimerFunds, Inc. is the
investment adviser, as described in Part A and B of this Registration Statement and listed in Item 26(b) above
(except Oppenheimer Multi-Sector Income Trust and Panorama Series Fund, Inc.) and for MassMutual Institutional
Funds.

(b) The directors and officers of the Registrant's principal underwriter are:

Name & Principal Position & Office Position & Office
Business Address with Underwriter with Registrant
-------------------- --------------------- ---------------------

Robert Agan(1) Vice President None

Janette Aprilante(1) Secretary None

Jason R. Bach
3264 Winthrop Cricle
Marietta, GA 30067 Vice President None

Kathleen Beichert(1) Vice President None

Gabriella Bercze(2) Vice President None

Douglas S. Blankenship
17011 Woodbark
Spring, TX 77379 Vice President None

Tracey Blinzler(1) Assistant Vice President None

Kevin Bonner(1) Vice President None

L. Scott Brooks(2) Vice President None

Kevin E. Brosmith
170 Phillip Court
Lake Bluff, IL 60044 Senior Vice President None

Jeffrey W. Bryan(2) Vice President None

Susan Burton
412 Towne Green Circle
Addison, TX 75001 Vice President None

Kathleen Mary Byron
6 Dahlia Drive
Irvine, CA 92618 Vice President None

Robert A. Coli
12 White Tail Lane
Bedminster, NJ 07921 Vice President None

Jill E. Crockett(2) Assistant Vice President None

Jeffrey D. Damia(2) Vice President None

John Davis(2) Assistant Vice President None

Stephen J. Demetrovits(2) Vice President None

Michael W. Dickson
21 Trinity Avenue
Glastonbury, CT 06033 Vice President None

Joseph A. DiMauro
244 McKinley Avenue
Grosse Pointe Farms, MI 48236 Vice President None

Steven Dombrower(w) Vice President None

George P. Dougherty
4090 Redbud Circle
Doylestown, PA 18901 Vice President None

Cliff H. Dunteman
1196 Fieldstone Dr.
Crystal Lake, IL 60014-1642 Vice President None

John Eiler(2) Vice President None

Kent M. Elwell
35 Crown Terrace
Yardley, PA 19067 Vice President None

Gregg A. Everett
7124 Trysail Circle
Tampa, FL 33607 Vice President None

George R. Fahey
9 Townview Court
Flemington, NJ 08822 Vice President None

Eric C. Fallon
10 Worth Circle
Newton, MA 02458 Vice President None

Katherine P. Feld(2) Vice President Assistant Secretary

Mark J. Ferro(2) Vice President None

Ronald H. Fielding(3) Vice President None

Patrick W. Flynn (1) Senior Vice President None

John E. Forrest(2) Senior Vice President None

John ("J) Fortuna(2) Vice President None

P. Lyman Foster(2) Senior Vice President None

Luiggino J. Galleto
10302 Riesling Court
Charlotte, NC 28277 Vice President None

Michelle M. Gans
2700 Polk Street, Apt. #9
San Francisco, CA 94109 Vice President None

Lucio Giliberti
6 Cyndi Court
Flemington, NJ 08822 Vice President None

Raquel Granahan(2) Vice President None

Ralph Grant(2) Senior Vice President None

Michael D. Guman
3913 Pleasant Avenue
Allentown, PA 18103 Vice President None

Tonya N. Hammet
2612 W. Grand Reserve Circle #227
Clearwater, FL 33759 Assistant Vice President None

Clifford W. Heidinger
90 Gates Street
Portsmouth, NH 03801 Vice President None

Phillipe D. Hemery
184 Park Avenue
Rochester, NY 14607 Vice President None

Elyse R. Jurman Herman
1194 Hillsboro Mile, Villa 51
Hillsboro Beach, FL 33062 Vice President None

Wendy G. Hetson
4 Craig Street
Jericho, NY 11753 Vice President None

Kristen L. Heyburn
2315 Mimosa Drive #2
Houston, TX 77019 Vice President None

William E. Hortz(2) Vice President None

Edward Hrybenko(2) Vice President None

Brian F. Husch(2) Vice President None

Richard L. Hymes(2) Assistant Vice President None

Kathleen T. Ives(1) Vice President Assistant Secretary

Eric K. Johnson
28 Oxford Avenue
Mill Valley, CA 94941 Vice President None

Mark D. Johnson
15792 Scenic Green Court
Chesterfield, MO 63017 Vice President None

John S. Kavanaugh
2 Cervantes, Apt. #301
San Francisco, CA 94123 Vice President None

Christina J. Keller(2) Vice President None

Brian G. Kelly
60 Larkspur Road
Fairfield, CT 06430 Vice President None

Michael Keogh(2) Vice President None

Lisa Klassen(1) Assistant Vice President None

Richard Klein
4820 Fremont Avenue So.
Minneapolis, MN 55409 Senior Vice President None

Richard Knott(2) Vice President None

Dean Kopperud(2) Senior Vice President None

Brent A. Krantz
P. O. Box 1313
Seahurst, WA 98062 Senior Vice President None

David T. Kuzia
9697 S. Golden Eagle Dr.
Highlands, CO 80126 Vice President None

Tracey Lange(2) Vice President None

Paul R. LeMire Vice President None

Dawn Lind
21 Meadow Lane
Rockville Centre, NY 11570 Vice President None

Malissa Lischin(2) Assistant Vice President None

James V. Loehle
30 Wesley Hill Lane
Warwick, NY 10990 Vice President None

John J. Lynch
5341 Ellsworth
Dallas, TX 75206 Vice President None

Mark Macken
462 Lincoln Avenue
Sayville, NY 11782 Vice President None

Michael Magee(2) Vice President None

Steven C. Manns
1941 W. Wolfram
Chicago, IL 60657 Vice President None

Todd A. Marion
3 St. Marks Place
Cold Spring Harbor, NY 11724 Vice President None

David M. Martin
10155 S. Woodrose Lane
Highlands Ranch, CO 80126 Vice President None

LuAnn Mascia(2) Assistant Vice President None

Theresa-Marie Maynier
2421 Charlotte Drive
Charlotte, NC 28203 Vice President None

Anthony P. Mazzariello
704 Beaver Road
Leetsdale, PA 15056 Vice President None

John C. McDonough
3812 Leland Street
Chevy Chase, MD 20815 Vice President None

Kent C. McGowan
18424 12th Avenue West
Lynnwood, WA 98037 Vice President None

John V. Murphy(2) Director President,
Principal Executive Officer and Trustee

Wendy Jean Murray
32 Carolin Road
Upper Montclair, NJ 07043 Vice President None

Christina Nasta(2) Assistant Vice President None

Kevin P. Neznek(2) Vice President None

Chad V. Noel
2408 Eagleridge Drive
Henderson, NV 89014 Vice President None

Raymond C. Olson(1) Assistant Vice President
& Treasurer None
Gayle E. Pereira
2707 Via Arboleda
San Clemente, CA 92672 Vice President None

Brian C. Perkes
8734 Shady Shore Drive
Frisco, TX 75034 Vice President None

Charles K. Pettit
22 Fall Meadow Drive
Pittsford, NY 14534 Vice President None

William L. Presutti
238 Kemp Avenue
Fair Haven, NJ 07704 Vice President None

Elaine Puleo-Carter(2) Senior Vice President None

Christopher L. Quinson
19 Cayuga Street
Rye, NY 10580 Vice President None

Minnie Ra
100 Dolores Street, #203
Carmel, CA 93923 Vice President None

Heather Rabinowitz(2) Assistant Vice President None

Gary D. Rakan
25031 Woodridge Triangle
Farmington, MI 48335 Vice President None

Michael A. Raso
16 N. Chatsworth Ave., Apt. 301
Larchmont, NY 10538 Vice President None

Douglas Rentschler
677 Middlesex Road
Grosse Pointe Park, MI 48230 Vice President None

Louis H. Reynolds Vice President None

Michelle Simone Richter(2) Vice President None

Ruxandra Risko(2) Vice President None

David R. Robertson(2) Senior Vice President None

Kenneth A. Rosenson
24753 Bantage Point Terr.
Malibu, CA 90265 Vice President None

James H. Ruff(2) President & Director None

William R. Rylander
85 Evergreen Road
Vernon, CT 06066 Vice President None

Thomas Sabow(2) Vice President None

Alfredo Scalzo
9616 Lake Chase Island Way
Tampa, FL 33626 Vice President None

Michael Sciortino
785 Beau Chene Drive
Mandeville, LA 70471 Vice President None

Eric Sharp
862 McNeill Circle
Woodland, CA 95695 Vice President None

Debbie Simon(2) Vice President None

Douglas Bruce Smith
808 South 194th Street
Seattle,WA 98148 Vice President None

William A. Spetrino
7631 Yennicook Way
Hudson, OH 44236 Vice President None

Bryan Stein(2) Vice President None

John Stoma(2) Senior Vice President None

Brian C. Summe
239 N. Colony Drive
Edgewood, KY 41017 Vice President None

Michael Sussman(2) Assistant Vice President None

George T. Sweeney
5 Smoke House Lane
Hummelstown, PA 17036 Senior Vice President None

Scott McGregor Tatum
704 Inwood
Southlake, TX 76092 Vice President None

James Taylor(2) Assistant Vice President None

Martin Telles(2) Senior Vice President None

David G. Thomas
1328 N. Cleveland Street
Arlington, VA 22201 Vice President None

Bryan K.Toma
14575 S. Gallery
Olathe, KS 66062 Vice President None

Floyd A. Tucker
1930 W. Barry Ave., #2
Chicago, IL 60657 Vice President None

Tanya Valency(2) Vice President None

Mark Vandehey(1) Vice President None

Vincent Vermette Assistant Vice President None

Teresa Ward(1) Vice President None

Michael J. Weigner
4905 W. San Nicholas Street
Tampa, FL 33629 Vice President None

Donn Weise
3249 Earlmar Drive
Los Angeles, CA 90064 Vice President None

Catherine White(2) Assistant Vice President None

Thomas Wilson(2) Vice President None

Donna Winn(2) Senior Vice President None

Philip Witkower(2) Senior Vice President None

Cary Patrick Wozniak
18808 Bravata Court
San Diego, CA 92128 Vice President None

Gregor D. Yuska
16035 Canterbury Estates Dr.
Ellisville, MO 63021 Vice President None

Robert G. Zack(2) General Counsel
& Director Vice President and Secretary

(1)6803 South Tucson Way, Englewood, CO 80112
(2)498 Seventh Avenue, New York, NY 10018
(3)350 Linden Oaks, Rochester, NY 14623

Item 28. Location of Accounts and Records

The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the
Investment Company Act of 1940 and rules promulgated thereunder are in the possession of OppenheimerFunds, Inc.
at its offices at 6803 South Tucson Way, Englewood, Colorado 80112.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the
Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the County of Arapahoe and State of Colorado on the
22nd day of August, 2002.

OPPENHEIMER HIGH YIELD FUND

By: /s/ John V. Murphy*
---------------------------------------------
John V. Murphy, President,
Principal Executive Officer & Trustee

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by
the following persons in the capacities on the dates indicated:

Signatures Title Date
---------- ----- ----

/s/ James C. Swain*
----------------------- Chairman & Trustee August 22, 2002
James C. Swain

/s/ John V. Murphy* President, Principal August 22, 2002
------------------------ Executive Officer
John V. Murphy and Trustee

/s/ Brian W. Wixted* Treasurer and Principal August 22, 2002
------------------------- Financial and
Brian W. Wixted Accounting Officer

/s/ William L. Armstrong* Trustee August 22, 2002
--------------------------
William L. Armstrong

/s/ Robert G. Avis* Trustee August 22, 2002
----------------------
Robert G. Avis

/s/ George Bowen* Trustee August 22, 2002
------------------------
George Bowen

/s/ Edward Cameron* Trustee August 22, 2002
------------------------
Edward Cameron

/s/ Jon S. Fossel* Trustee August 22, 2002
--------------------
Jon S. Fossel

/s/ Sam Freedman* Trustee August 22, 2002
----------------------
Sam Freedman

/s/ Beverly L. Hamilton*
---------------------------- Trustee August 22, 2002
Beverly L. Hamilton

/s/ Robert J. Malone*
-------------------------- Trustee August 22, 2002
Robert J. Malone

/s/ F. William Marshall, Jr.* Trustee August 22, 2002
----------------------------
F. William Marshall, Jr.

*By: /s/ Robert G. Zack
--------------------------------
Robert G. Zack, Attorney-in-Fact

OPPENHEIMER HIGH YIELD FUND

Registration No. 2-62076

Post-Effective Amendment No. 46

EXHIBIT INDEX

Exhibit No. Description
----------- -----------

23(a) Amendment No. 1 to Amended and Restated Declaration of Trust

23(j) Independent Auditors' Consent

23(m)(i) Amended and Restated Service Plan and Agreement for Class A shares

23(o)(ii) Powers of Attorney for: Beverly L. Hamilton and Robert J. Malone