As filed with the Securities and Exchange Commission on August 15, 1997
Registration No. 811-2945
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. / /
CENTENNIAL MONEY MARKET TRUST
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(Exact Name of Registrant as Specified in Charter)
6803 South Tucson Way, Englewood, Colorado 80112
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(Address of Principal Executive Offices)
(303) 671-3200
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(Registrant's Telephone Number)
Andrew J. Donohue, Esq.
Executive Vice President & General Counsel
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
(212) 323-0256
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(Name and Address of Agent for Service)
As soon as practicable after the Registration Statement becomes
effective.
(Approximate Date of Proposed Public Offering)
It is proposed that this filing will become effective on September 15, 1997,
pursuant to Rule 488.
No filing fee is due because the Registrant has previously registered an
indefinite number of shares under Rule 24f-2; a Rule 24f-2 notice for the year
ended June 30, 1996 was filed on August 23,1996.
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A
Proxy Statement for Daily Cash Accumulation Fund, Inc.
Prospectus for Centennial Money Market Trust
Part B
Statement of Additional Information
Part C
Other Information
Signatures
Exhibits
<PAGE>
FORM N-14
CENTENNIAL MONEY MARKET TRUST ("Registrant")
Cross Reference Sheet
Part A of Proxy Statement of Daily Cash
Form N-14 Accumulation Fund, Inc.("Daily Cash") and
Prospectus of Registrant
Item No. Heading and/or Title of Document
- --------- --------------------------------------------------
1 (a) Cross Reference Sheet
(b) Front Cover Page
(c) *
2 (a) *
(b) Table of Contents
3 (a) Comparative Fee Tables
(b) Synopsis
(c) Principal Risk Factors
4 (a) Synopsis; Approval of the Reorganization; Comparison
between Registrant and Daily Cash; Miscellaneous
(b) Approval of the Reorganization - Capitalization Table
5 (a) Registrant's Prospectus; Comparison Between Registrant
and Daily Cash
(b) *
(c) *
(d) *
(e) Miscellaneous
(f) Miscellaneous
6 (a) Prospectus of Daily Cash; Annual Report of Daily Cash;
Comparison Between Registrant and Daily Cash
(b) Miscellaneous
(c) *
(d) *
7 (a) Synopsis; Information Concerning the Meeting
(b) *
(c) Synopsis; Information Concerning the Meeting
8 (a) Proxy Statement
(b) *
9 *
Part B of
Form N-14
Item No. Statement of Additional Information Heading
- --------- -------------------------------------------
10 Cover Page
11 Table of Contents
12 (a) Registrant's Statement of Additional Information
(b) *
(c) *
13 (a) Statement of Additional Information about Daily Cash
(b) *
<PAGE>
(c) *
14 Registrant's Statement of Additional Information;
Statement of Additional Information about Daily Cash;
Annual Report of Daily Cash at 12/31/96; Registrant's
Annual Report at 6/30/97
Part C of
Form N-14
Item No. Other Information Heading
- --------- -------------------------
15 Indemnification
16 Exhibits
17 Undertakings
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* Not Applicable or negative answer
<PAGE>
Preliminary Copy
Daily Cash Accumulation Fund, Inc.
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 18, 1997
To the Shareholders of Daily Cash Accumulation Fund, Inc.:
Notice is hereby given that a Special Meeting of the Shareholders of Daily Cash
Accumulation Fund, Inc.("Daily Cash Fund"), a registered management investment
company, will be held at 6803 South Tucson Way, Englewood, Colorado 80112 at
10:00 A.M., Denver time, on November 18, 1997, or any adjournments thereof (the
"Meeting"), for the following purposes:
1. To approve or disapprove an Agreement and Plan of Reorganization between
Daily Cash Fund and Centennial Money Market Trust ("Money Market Trust"), and
the transactions contemplated thereby, including (a)the transfer of
substantially all the assets of Daily Cash Fund in exchange for shares of Money
Market Trust, (b) the distribution of such shares to the shareholders of Daily
Cash Fund in complete liquidation of Daily Cash Fund, (c) the de- registration
of Daily Cash Fund as an investment company under the Investment Company Act of
1940, as amended, and (d) the dissolution of Daily Cash Fund and in connection
therewith, the cancellation of the outstanding shares of Daily Cash Fund (the
"Proposal").
2. To act upon such other matters as may properly come before the Meeting.
Shareholders of record at the close of business on September 19, 1997 are
entitled to notice of, and to vote at, the Meeting. The Proposal is more fully
discussed in the Proxy Statement and Prospectus. Please read it carefully before
telling us, through your proxy or in person, how you wish your shares to be
voted. Daily Cash Fund's Board of Directors recommends a vote in favor of the
Proposal. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Directors,
Andrew J. Donohue, Secretary
October 1, 1997
<PAGE>
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Shareholders who do not expect to attend the Meeting are requested to indicate
voting instructions on the enclosed proxy and to date, sign and return it in the
accompanying postage-paid envelope. To avoid unnecessary duplicate mailings, we
ask your cooperation in promptly mailing your proxy no matter how large or small
your holdings may be.
140
<PAGE>
Preliminary Copy
Daily Cash Accumulation Fund, Inc.
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048
PROXY STATEMENT
Centennial Money Market Trust
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048
PROSPECTUS
This Proxy Statement of Daily Cash Accumulation Fund, Inc. relating to the
Agreement and Plan of Reorganization and the transactions contemplated thereby
(the "Reorganization") also constitutes a Prospectus of Centennial Money Market
Trust included in a Registration Statement on Form N-14 filed by Money Market
Trust with the Securities and Exchange Commission (the "SEC"). Such Registration
Statement relates to the registration of shares of Money Market Trust to be
offered to the shareholders of Daily Cash Fund pursuant to the Reorganization
Agreement. Daily Cash Fund is located at 6803 South Tucson Way, Englewood,
Colorado 80112 (telephone 1-800-525-7048).
This Proxy Statement and Prospectus sets forth concisely information about Money
Market Trust that shareholders of Daily Cash Fund should know before voting on
the Reorganization. A copy of the Prospectus for Money Market Trust, dated
October 1,1997 is enclosed, and incorporated herein by reference. The following
documents have been filed with the SEC and are available without charge upon
written request to Shareholder Services, Inc. ("SSI"), the transfer and
shareholder servicing agent for Money Market Trust and Daily Cash Fund, at P.O.
Box 5143, Denver, Colorado 80217, or by calling the toll-free number shown
above: (i) a Prospectus for Daily Cash Fund, dated April 25, 1997, as
supplemented August 14, 1997, (ii) a Statement of Additional Information for
Daily Cash Fund, dated April 25, 1997, as revised May 12,1997 and (iii) a
Statement of Additional Information for Money Market Trust, dated October 1,
1997. A Statement of Additional Information relating to the Reorganization,
dated October 1, 1997 (the "Money Market Trust Additional Statement"), which is
incorporated herein by reference and which contains more detailed information
about Money Market Trust and its management, has been filed with the SEC as part
of the Money Market Trust Registration Statement on Form N-14 and is available
by written request to OFS at the same address immediately
<PAGE>
above or by calling the toll-free number shown above.
Investors are advised to read and retain this Proxy Statement and Prospectus for
future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
This Proxy Statement and Prospectus is dated October 1, 1997
<PAGE>
TABLE OF CONTENTS
PROXY STATEMENT AND PROSPECTUS
Page
Introduction...............................................................
General................................................................
Record Date; Vote Required; Share Information..........................
Proxies................................................................
Costs of the Solicitation and the Reorganization.......................
Comparative Fee Table......................................................
Synopsis...................................................................
Parties to the Reorganization..........................................
Shares to be Issued....................................................
The Reorganization.....................................................
Reasons for the Reorganization.........................................
Tax Consequences of the Reorganization.................................
Investment Objectives and Policies.....................................
Investment Advisory and Service Plan Fees..............................
Purchases, Exchanges and Redemptions...................................
Principal Risk Factors.....................................................
Approval of the Reorganization (The Proposal)..............................
Reasons for the Reorganization.........................................
The Reorganization.....................................................
Tax Aspects of the Reorganization......................................
Capitalization Table (Unaudited).......................................
Comparison Between Daily Cash Fund and Money Market Trust..................
Investment Objectives..................................................
Investment Policies....................................................
Investment Restrictions................................................
Expense Ratios and Performance.........................................
Shareholder Services...................................................
Comparative Information on Shareholders' Rights........................
Management and Distribution Arrangements...............................
Purchase of Additional Shares..........................................
Method of Carrying Out the Reorganization..................................
Miscellaneous..............................................................
Financial Information..................................................
Public Information.....................................................
Other Business.............................................................
Exhibit A - Agreement and Plan of Reorganization by and between
Daily Cash Accumulation Fund, Inc. and Centennial Money Market
Trust.......................................................................A-1
Exhibit B - Average Annual Total Returns for Periods Ended June 30,
1997........................................................................B-1
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<PAGE>
DAILY CASH ACCUMULATION FUND, INC.
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048
PROXY STATEMENT AND PROSPECTUS
Special Meeting of Shareholders
to be held November 18, 1997
INTRODUCTION
General
This Proxy Statement and Prospectus is being furnished to the shareholders of
Daily Cash Accumulation Fund, Inc.("Daily Cash Fund"), a registered management
investment company, in connection with the solicitation by the Board of
Directors (the "Board") of proxies to be used at the Special Meeting of
Shareholders of Daily Cash Fund to be held at 6803 South Tucson Way, Englewood,
Colorado 80112, at 10:00 A.M., Denver time, on November 18, 1997, or any
adjournments thereof (the "Meeting"). It is expected that the mailing of this
Proxy Statement and Prospectus will commence on or about October 1, 1997.
At the Meeting, shareholders of Daily Cash Fund will be asked to approve an
Agreement and Plan of Reorganization (the "Reorganization Agreement") between
Daily Cash Fund and Centennial Money Market Trust ("Money Market Trust"), each a
"Fund" and referred to herein collectively as the "Funds" and the transactions
contemplated thereby, including (a) the transfer of substantially all the assets
of Daily Cash Fund in exchange for shares of Money Market Trust, (b) the
distribution of such shares to the shareholders of Daily Cash Fund in complete
liquidation of Daily Cash Fund, (c) the de-registration of Daily Cash Fund as an
investment company, under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and (d) the dissolution of Daily Cash Fund and in
connection therewith the cancellation of the outstanding shares of Daily Cash
Fund (the "Reorganization").
Money Market Trust currently offers a single class of shares. There is no
initial sales charge on purchases of Shares. The Shares issued pursuant to the
Reorganization will be issued at net asset value without a sales charge.
Additional information with respect to the shares issued by Money Market Trust
is set forth herein, in the Prospectus of Money Market Trust accompanying this
Proxy Statement and Prospectus and in the Money Market Trust Statement of
Additional Information ("Money Market Trust Additional Statement"),
<PAGE>
which is incorporated herein by reference.
Record Date; Vote Required; Share Information
The Board has fixed the close of business on September 19, 1997 as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of, and to vote at, the Meeting. The affirmative vote of the holders of a
majority of the total number of shares outstanding and entitled to vote thereon
of Daily Cash Fund is required to approve the Reorganization. Each shareholder
will be entitled to one vote for each share and a fractional vote for each
fractional share held of record at the close of business on the Record Date.
Only shareholders of Daily Cash Fund will vote on the Reorganization. The vote
of shareholders of Money Market Trust is not being solicited.
At the close of business on the Record Date, there were_________ shares of Daily
Cash Fund issued and outstanding. At the close of business on the Record Date,
there were _________ shares of Money Market Trust issued and outstanding. The
presence in person or by proxy of the holders of a majority of all of the shares
of Daily Cash Fund constitutes a quorum for the transaction of business at the
Meeting. To the knowledge of Daily Cash Fund, as of the Record Date, no person
owned of record or beneficially owned 5% or more of its outstanding Shares
except for A.G. Edwards & Sons, Inc. which owned ____ shares (____% of the
outstanding shares of Daily Cash Fund). As of the Record Date, to the knowledge
of Money Market Trust, no person owned of record or beneficially owned 5% or
more of its outstanding Shares except for _______________. In addition, as of
the Record Date, the Directors and officers of Daily Cash Fund and the Trustees
and officers of Money Market Trust owned less than 1% of the outstanding shares
of either Daily Cash Fund or Money Market Trust, respectively.
Proxies
The enclosed form of proxy, if properly executed and returned, will be voted (or
counted as an abstention or withheld from voting) in accordance with the choices
specified thereon, and will be included in determining whether there is quorum
to conduct the Meeting. The proxy will be voted in favor of the Proposal unless
a choice is indicated to vote against or to abstain from voting on the Proposal.
Shares owned of record by broker-dealers for the benefit of their
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<PAGE>
customers ("street account shares") will be voted by the broker-dealer based on
instructions received from its customers. If no instructions are received, the
broker-dealer may (if permitted under applicable stock exchange rules), as
record holder, vote such shares on the Proposal in the same proportion as that
broker-dealer votes street account shares for which voting instructions were
received in time to be voted. Broker "non-votes" exist where a proxy received
from a broker indicates that the broker does not have discretionary authority to
vote the shares on the matter. Shares represented in person or by proxy
(including shares which abstain or do not vote on the Proposal, including broker
"non- votes") will be counted for purposes of determining the number of shares
that are present and are entitled to vote on the Proposal, but will not be
counted as a vote in favor of such Proposal. Accordingly, an abstention from
voting on the Proposal or a broker "non-vote" will have the same legal effect as
a vote against the Proposal. If a shareholder executes and returns a proxy but
fails to indicate how the votes should be cast, the proxy will be voted in favor
of the Proposal. The proxy may be revoked at any time prior to the voting
thereof by: (i) writing to the Secretary of Daily Cash Fund at Two World Trade
Center, New York, New York 10048-0203 if the correspondence is received in time
to be acted upon; (ii) attending the Meeting and voting in person; or (iii)
signing and returning a new proxy (if returned and received in time to be
voted).
Costs of the Solicitation and the Reorganization
All expenses of this solicitation, including the cost of printing and mailing
this Proxy Statement and Prospectus, will be borne by Daily Cash Fund. Any
documents such as existing prospectuses or annual reports that are included in
that mailing will be a cost of the Fund issuing the document. In addition to the
solicitation of proxies by mail, proxies may be solicited by officers of Daily
Cash Fund or officers and employees of SSI, personally or by telephone or
telegraph; any expenses so incurred will be borne by SSI. Proxies may also be
solicited by a proxy solicitation firm hired at Daily Cash Fund's expense for
such purpose. Brokerage houses, banks and other fiduciaries may be requested to
forward soliciting material to the beneficial owners of shares of Daily Cash
Fund and to obtain authorization for the execution of proxies. For those
services, if any, they will be reimbursed by Daily Cash Fund for their
reasonable out-of-pocket expenses.
With respect to the Reorganization, Daily Cash Fund and Money
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<PAGE>
Market Trust will bear the cost of their respective tax opinions. Any other
out-of-pocket expenses of Daily Cash Fund and Money Market Trust associated with
the Reorganization, including legal, accounting and transfer agent expenses,
will be borne by Daily Cash Fund and Money Market Trust, respectively, in the
amounts so incurred by each.
COMPARATIVE FEE TABLE
Daily Cash Fund and Money Market Trust each pays a variety of expenses for
management of its assets, administration, distribution of shares and other
services, and those expenses are reflected in each Fund's net asset value per
share. The following table is provided to help you compare the direct expenses
of investing in each class of Daily Cash Fund with the direct expenses of
investing in each class of Money Market Trust and the pro forma expenses of the
surviving fund after giving effect to the Reorganization.
Daily Cash Fund Money Market Trust
Shareholder Transaction Expenses
- -------------------------------------------------------------------------------
Maximum Sales Charge None None
on Purchases (as a %
of offering price)
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Maximum Deferred Sales None None
Charge (as a % of the
lower of the original
purchase price or
redemption proceeds)
- -------------------------------------------------------------------------------
Maximum Sales Charge None None
on Reinvested Dividends
- -------------------------------------------------------------------------------
Exchange Fee None None
Pro Forma Surviving Money Market Trust
Shareholder Transaction Expenses
- ------------------------------------------------------------------------------
Maximum Sales Charge None
on Purchases (as a %
of offering price)
- ------------------------------------------------------------------------------
Maximum Sales Charge on None
Reinvested Dividends
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<PAGE>
- -----------------------------------------------------------------------------
Exchange Fee None
- -----------------------------------------------------------------------------
Redemption Fee None
The Funds pay a variety of expenses directly for management of their assets,
administration, distribution of their shares and other services and those
expenses are reflected in each Fund's net asset value per share. The operating
expenses of Daily Cash Fund and the operating expenses of Money Market Trust,
respectively, as a percentage of average net assets for the twelve month period
ended June 30, 1997 are set forth in the table below. The pro forma information
(set forth below) consists of an estimate of the business expenses of the
surviving Money Market Trust as of June 30, 1997, after giving effect to the
Reorganization. All amounts shown are a percentage of net assets of each of the
Funds.
Daily Cash Fund Money Market Trust
- -------------------------------------------------------------------------------
Management Fees 0.33% 0.35%
- -------------------------------------------------------------------------------
12b-1 Distribution &
Service Plan Fees 0.20% 0.20%
- -------------------------------------------------------------------------------
Other Expenses 0.14% 0.12%
- -------------------------------------------------------------------------------
Total Fund
Operating Expenses 0.67% 0.67%
- -------------------------------------------------------------------------------
Pro Forma Combined Funds
(Daily Cash Fund with Money Market Trust)
- -------------------------------------------------------------------------------
Management Fees 0.34%
- -------------------------------------------------------------------------------
12b-1 Distribution &
Service Plan Fees 0.20%
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Other Expenses 0.12%
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Total Fund
Operating Expenses 0.66%
The 12b-1 fees for shares of Daily Cash Fund and Money Market Trust consist of
service plan fees. The service plan fees are a maximum
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<PAGE>
of 0.20% of average annual net assets of each Fund.
The annual fund operating expenses for each Fund shown above are net of a
voluntary waiver of a portion of its management fee by the Funds' investment
adviser, Centennial Asset Management Corporation. Without the waivers,
"Management Fees" and "Total Fund Operating Expenses" would have been 0.37% and
0.71% of average net assets of Daily Cash Fund and 0.41% and 0.73% of average
net assets of Money Market Trust, respectively. The pro forma expenses for the
combined Daily Cash Fund with Money Market Trust reflect the incorporation of
additional breakpoints in the fee schedule as a result of a proposed amendment
to the Investment Advisory Agreement between Centennial Asset Management
Corporation and Money Market Trust. See "Synopsis" - "Investment Advisory and
Distribution and Service Plan Fees."
Examples. To attempt to show the effect of the expenses on an investment over
time, the hypotheticals shown below have been created. Assume that you make a
$1,000 investment in (1) shares of Daily Cash Fund, or (2) shares of Money
Market Trust, or (3) shares of the pro forma surviving Money Market Trust (after
the Reorganization), that the annual return is 5% and that the operating
expenses for each Fund are the ones shown in the chart above, including expense
assumptions or waivers. If you were to redeem your shares at the end of each
period shown below, your investment would incur the following expenses by the
end of each period shown.
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Daily Cash Fund 7 21 37 83
Money Market Trust 7 21 37 83
Pro Forma Surviving
Money Market Trust
(after Reorganization) 7 21 37 82
</TABLE>
The examples show the effect of expenses on an investment, but are not meant to
state or predict actual or expected costs or investment returns of the Fund(s),
all of which may be more or less than the amounts shown.
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<PAGE>
SYNOPSIS
The following is a synopsis of certain information contained in or incorporated
by reference in this Proxy Statement and Prospectus and presents key
considerations for shareholders of Daily Cash Fund to assist them in determining
whether to approve the Reorganization. This synopsis is only a summary and is
qualified in its entirety by the more detailed information contained in or
incorporated by reference in this Proxy Statement and Prospectus and by the
Reorganization Agreement, a copy of which is attached as an Exhibit A hereto.
Shareholders should carefully review this Proxy Statement and Prospectus and the
Reorganization Agreement in their entirety and, in particular, the current
Prospectus of Money Market Trust which accompanies this Proxy Statement and
Prospectus and is incorporated herein by reference.
Parties to the Reorganization
Daily Cash Fund is an open-end, diversified management investment company
organized in 1981 as a Maryland corporation. It was originally organized as a
Delaware corporation in 1972. Money Market Trust is an open-end, diversified
management investment company organized as a Massachusetts business trust in
1979. Daily Cash Fund is currently authorized to issue 15 billion shares whereas
Money Market Trust may issue an unlimited number of shares, of beneficial
interest. Each Fund is located at 6803 South Tucson Way, Englewood, Colorado
80112. The address of Centennial Asset Management Corporation, the investment
adviser to each Fund (the "Manager"),is also 6803 South Tucson Way, Englewood,
Colorado 80112. Additional information about the parties is set forth below.
Shares to be Issued
All shareholders of Daily Cash Fund will receive shares of Money Market Trust in
exchange for their shares of Daily Cash Fund. The voting rights of shares of
each Fund are substantially the same. See "Comparative Information on
Shareholders' Rights."
The Reorganization
The Reorganization Agreement provides for the transfer of the assets of Daily
Cash Fund to Money Market Trust in exchange for shares of Money Market Trust.
The net asset value of Money Market Trust shares issued in the exchange will
equal the value of the
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<PAGE>
assets of Daily Cash Fund received by Money Market Trust. Following the
Effective Date of the Reorganization, presently scheduled for November 20, 1997,
Daily Cash Fund will distribute the shares of Money Market Trust received by
Daily Cash Fund on the Closing Date (as defined herein) to shareholders of Daily
Cash Fund. As a result of the Reorganization, each shareholder will receive the
number of full and fractional Money Market Trust shares that is equal in value
to such shareholder's pro rata interest in the assets transferred to Money
Market Trust as of the Valuation Date (as defined herein). The Board of
Directors of Daily Cash Fund has determined that the interests of existing Daily
Cash Fund shareholders will not be diluted as a result of the Reorganization.
For the reasons set forth below under "Reasons for the Reorganization," the
Board, including the directors who are not "interested persons," as that term is
defined in the Investment Company Act, of Daily Cash Fund (the "Independent
Directors"), has concluded that the Reorganization is in the best interests of
Daily Cash Fund and its shareholders and recommends approval of the
Reorganization by Daily Cash Fund shareholders. The Board of Trustees of Money
Market Trust has also determined that the interests of Money Market Trust
shareholders will not be diluted as a result of the Reorganization and,
accordingly, have approved Money Market Trust's participation in the
Reorganization. If the Reorganization is not approved, Daily Cash Fund will
continue in existence and the Board will determine whether to pursue alternative
actions.
Reasons for the Reorganization
The Manager proposed to the Board the Reorganization of Daily Cash Fund into
Money Market Trust so that shareholders of Daily Cash Fund may become
shareholders of a larger fund, which after such Reorganization would permit
shareholders to experience a slight reduction in expenses. In connection with
its consideration of the Manager's recommendation, the Board of Directors of
Daily Cash Fund reviewed extensive information from the Manager in evaluating
the effect of the Reorganization on shareholders of the Fund. In determining
whether to recommend approval of the Reorganization to shareholders of Daily
Cash Fund, the Board of Directors considered a number of factors including, but
not limited to: (1) the relative size and performance of each Fund, whether or
not the Reorganization is effected; (2) the future prospects for growth and
performance of each Fund; (3) the compatibility of the Funds' respective
investment objectives, policies and restrictions; (4) the comparability of
Funds' respective arrangements with their
-8-
<PAGE>
investment adviser, general distributor and transfer agent; (5) the Funds'
respective organizational structures; (6) the relative expense ratios of each
Fund and the likely effect of the Reorganization on those expense ratios; (7)
the costs of the Reorganization and the allocation of such costs to the
constituent parties; (8) whether any cost savings can be achieved by combining
the Funds; (9) the tax status and consequences of the Reorganization; and (10)
whether the Reorganization would result in the dilution of shareholder
interests. See "Approval of the Reorganization".
Tax Consequences of the Reorganization
The Reorganization is intended to qualify for Federal income tax purposes as a
tax-free reorganization. As a condition to the closing of the Reorganization,
each Fund will receive an opinion to the effect that the Reorganization will so
qualify. As a result, it is expected that no gain or loss will be recognized by
either Fund, or by the shareholders of either Fund for Federal income tax
purposes as a result of the Reorganization. For further information about the
tax consequences of the Reorganization, see "Approval of the Reorganization -
Tax Aspects" below.
Investment Objectives and Policies
The investment objectives of Daily Cash Fund and Money Market Trust are
substantially identical in that each Fund seeks the maximum current income that
is consistent with low capital risk and the maintenance of liquidity. Each Fund
invests in high quality money market instruments that are determined to present
minimal credit risk and to be of eligible quality under SEC Rule 2a-7
promulgated under the Investment Company Act, ("Rule 2a-7"). See "Comparison
Between Daily Cash Fund and Money Market Trust" - "Investment Objectives" and
"Investment Policies" below.
Investment Advisory and Service Plan Fees
The services provided by the Manager under each Investment Advisory Agreement
are substantially the same. Both Funds obtain investment management services
from the Manager. In each instance the management fee is computed on the net
asset value of the Fund as of the close of business each day and is payable
monthly at specified annual rates. Pursuant to its Investment Advisory Agreement
Daily Cash Fund pays the Manager 0.450% of the first $500 million of net assets;
0.425% of the next $500 million; 0.400% of the next $500
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<PAGE>
million; 0.375% of the next $500 million; 0.350% of the next $500 million;
0.325% of the next $500 million; 0.300% of the next $500 million; 0.275% of the
next $500 million; and 0.250% of net assets in excess of $4 billion.
Independently of its Investment Advisory Agreement with Daily Cash Fund, the
Manager has voluntarily agreed to waive a portion of the management fee
otherwise payable to it by Daily Cash Fund to the extent necessary to enable the
Fund's seven-day yield to equal the seven-day yield of Money Market Trust. This
undertaking became effective as of December 1, 1994 and may be modified or
terminated at any time.
Money Market Trust pays the Manager 0.50% of the first $250 million of net
assets; 0.475% of the next $250 million; 0.45% of the next $250 million; 0.425%
of the next $250 million and 0.40% of net assets in excess of $1 billion.
Independently of its Investment Advisory Agreement with Money Market Trust, the
Manager has voluntarily agreed to waive a portion of the management fee
otherwise payable to it by Money Market Trust to the extent necessary to: (a)
permit Money Market Trust to have a seven-day yield at least equal to that of
Daily Cash Fund, and (b) to reduce, on an annual basis, the management fee paid
on the average net assets of the Trust in excess of $1 billion from 0.40% to:
0.40% of average net assets in excess of $1 billion but less than $1.25 billion;
0.375% of average net assets in excess of $1.25 billion but less that $1.50
billion; 0.35% of average net assets in excess of $1.50 billion but less than $2
billion; and 0.325% of average net assets in excess of $2 billion. This
undertaking became effective as of December 1, 1991, and may be modified or
terminated by the Manager at any time.
Daily Cash Fund and Money Market Trust have both adopted Service Plans for their
respective shares. Both Service Plans provide for reimbursement to the
Distributor for a portion of its costs incurred in connection with the personal
service and maintenance of accounts that hold shares. Under each plan, payment
is made at an annual rate that may not exceed 0.20% of the average annual net
assets of shares of each of the Funds.
Purchases, Exchanges and Redemptions
Both Daily Cash Fund and Money Market Trust are part of the OppenheimerFunds
complex of mutual funds. The procedures for
-10-
<PAGE>
purchases, exchanges and redemptions of shares of the Funds are substantially
the same. Shares of either Fund may be exchanged only for Class A shares of the
other Oppenheimer funds offering such shares.
PRINCIPAL RISK FACTORS
In evaluating whether to approve the Reorganization and invest in Money Market
Trust, shareholders should carefully consider the following discussion of risks,
the information set forth in this Proxy Statement and Prospectus and the more
complete description of risk factors set forth in the documents incorporated by
reference herein, including the Prospectuses of the Funds and their respective
Statements of Additional Information.
In general, an investment in either Fund entails substantially the same risks.
The Funds invest only in securities that have remaining maturities of 397 days
(thirteen months) or less at the date of purchase. For this purpose, floating
rate or variable rate obligations (described below), which are payable on
demand, but which may otherwise have a stated maturity in excess of this period,
will be deemed to have remaining maturities of less than 397 days pursuant to
conditions established by the SEC. The Funds maintain a dollar-weighted average
portfolio maturity of ninety days or less. The Funds follow these policies in
order to maintain a stable net asset value of $1.00 per share, although there is
no assurance that they can do so on a continuing basis. The market value of the
obligations in a Fund's portfolio can be expected to vary inversely to changes
in prevailing interest rates.
APPROVAL OF THE REORGANIZATION
(The Proposal)
Reasons for the Reorganization
At regular meetings held on April 29, 1997, June 24, 1997 and August 26, 1997,
the Board of Directors of Daily Cash Fund, including the Independent Directors,
considered the Manager's recommendation to reorganize the Fund with and into
Money Market Trust and unanimously approved the Reorganization as in the best
interests of shareholders. The Board of Directors also determined that the
transactions contemplated by the Reorganization would not dilute the interests
of existing shareholders of the Fund. These matters were reviewed by the Board
of Directors at
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<PAGE>
their regular meeting held on August 26, 1997.
In approving the Reorganization, the Board of Directors reviewed various factors
about the Funds and the Reorganization. The Board considered the fact that Daily
Cash Fund and Money Market Trust are both money market funds and that, as such,
there are substantial similarities between the Funds. Daily Cash Fund and Money
Market Trust have substantially similar investment objectives and policies. Each
Fund seeks current income that is consistent with low capital risk and the
maintenance of liquidity. See "Comparison Between Daily Cash Fund and Money
Market Trust" below. The Funds have comparable risk profiles and the investment
performance of both Funds is substantially the same. See Exhibit B.
In considering the Reorganization, the Board reviewed information which
demonstrated that Daily Cash Fund is a significantly smaller fund than Money
Market Trust. The Board acknowledged the fact Daily Cash Fund has decreased in
size since the sale of shares to new investors was terminated in 1991 and that
it is anticipated that the Fund will continue to decrease in size. The Board
considered the fact that as the Fund becomes smaller, there will be fewer assets
over which to spread Fund expenses, thus increasing the Fund's expense ratio. At
the same time the Board evaluated the potential economies of scale associated
with larger mutual funds and concluded that operational efficiencies as well as
a potentially lower expense ratio may be achieved upon reorganization of the
Fund with another larger mutual fund advised by the Manager. As of June 30,
1997, Daily Cash Fund's net assets were $3,511,226,915 whereas Money Market
Trust's assets were $9,062,966,881. As of June 30, 1997, the expense ratio of
Daily Cash Fund was 0.67% (net of the Manager's voluntary waiver of a portion of
the management fee to which it was entitled)and the expense ratio of Money
Market Trust was also 0.67%. Without these waivers, Daily Cash Fund's expense
ratio would have been 0.71% and Money Market Trust's expense ratio would have
been 0.73%.
In connection with these discussions, it was noted that the pro forma expense
ratio of Money Market Trust (assuming completion of the Reorganization) would be
lower than that of Daily Cash Fund, assuming that assets of Money Market Trust
remain at current levels or increase even though there would be a slight
increase in the management fee as a percentage of assets. Since the management
fee schedules of the Funds are not identical under their respective Investment
Advisory Agreements with the Manager, it is possible that following the
Reorganization, the management fees to be paid
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<PAGE>
by Money Market Trust under its current Investment Advisory Agreement could be
greater than the management fee currently paid by Daily Cash Fund if asset
levels of Money Market Trust declined to a level comparable to that of Daily
Cash Fund at June 30, 1997.
Independently of its Investment Advisory Agreement with Daily Cash Fund, the
Manager has voluntarily agreed to waive a portion of the management fee
otherwise payable to it by Daily Cash Fund to the extent necessary to enable the
Fund's seven-day yield to equal the seven-day yield of Money Market Trust. Daily
Cash Fund's management fee for its fiscal year ended December 31, 1996 was 0.36%
after giving effect to this voluntary waiver which became effective as of
December 1, 1994, and may be modified or terminated at any time.
Independently of its Investment Advisory Agreement with Money Market Trust, the
Manager has voluntarily agreed to waive a portion of the management fee
otherwise payable to it by Money Market Trust to the extent necessary to: (a)
permit Money Market Trust to have a seven-day yield at least equal to that of
Daily Cash Fund, and (b) to reduce, on an annual basis, the management fee paid
on the average net assets of the Trust in excess of $1 billion from 0.40% to:
0.40% of average net assets in excess of $1 billion but less than $1.25 billion;
0.375% of average net assets in excess of $1.25 billion but less that $1.50
billion; 0.35% of average net assets in excess of $1.50 billion but less than $2
billion; and 0.325% of average net assets in excess of $2 billion. Money Market
Trust's management fee for its fiscal year ended June 30, 1997 was 0.35% after
giving effect to this voluntary waiver which became effective as of December 1,
1991, and may be modified or terminated at any time.
The Manager has agreed to amend its Investment Advisory Agreement with Money
Market Trust to incorporate the additional breakpoints in the management fee
upon the completion of the Reorganization. Once incorporated into the Investment
Advisory Agreement, the Manager would be unable to revise the fee schedule
without shareholder approval.
The Board of Directors considered various other factors relevant to the
Reorganization, including the nature of the anticipated benefits to be derived
from the Reorganization by shareholders of Daily Cash Fund. They considered the
fact that the Reorganization is expected to qualify as a tax-free reorganization
and, in
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<PAGE>
addition, the fact that no sales charges would be imposed upon shareholders in
connection with the Reorganization. They also considered the fact that the
Reorganization may result in economies of an indeterminate amount to the
Manager. The Board of Directors evaluated the merits of the Fund's participation
in the Reorganization and concluded that the Fund's participation in the
Reorganization was in the best interests of the Fund and, in addition, that the
interests of current shareholders of the Fund would not be diluted as a result
of its participation. The Board of Directors were represented by legal counsel
in connection with the proposed transaction.
At regular meetings held on April 29, 1997, June 24, 1997 and August 26, 1997,
the Board of Trustees of Money Market Trust, including the Independent Trustees,
considered the Manager's recommendation to reorganize Daily Cash Fund with and
into Money Market Trust. The Trustees of Money Market Trust also concluded that
the proposed Reorganization would be in the best interests of shareholders of
that Fund and that the interests of shareholders of that Fund would not be
diluted as a result of the Reorganization. The Trustees of Money Market Trust,
who also serve as Directors of Daily Cash Fund, were represented by legal
counsel in connection with the proposed Reorganization.
The Reorganization
The Reorganization Agreement (a copy of which is set forth in full as Exhibit A
to this Proxy Statement and Prospectus) contemplates a reorganization under
which (a) all of the assets of Daily Cash Fund (other than the cash reserve
described below (the "Cash Reserve")) will be transferred to Money Market Trust
in exchange for shares of Money Market Trust, (b) the shares of Money Market
Trust will be distributed among the shareholders of Daily Cash Fund in complete
liquidation of Daily Cash Fund,(c) Daily Cash Fund will be de-registered as an
investment company under the Investment Company Act, and (d) Daily Cash Fund
will be dissolved and in connection with such dissolution its outstanding shares
will be canceled. The Reorganization Agreement provides that Money Market Trust
will not assume any of Daily Cash Fund's liabilities except for portfolio
securities purchased which have not settled and outstanding shareholder
redemption and dividend checks.
The result of effectuating the Reorganization would be that: (i) Money Market
Trust will add to its gross assets all of the assets (net of any liability for
portfolio securities purchased but not
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<PAGE>
settled and outstanding shareholder redemption and dividend checks) of Daily
Cash Fund other than its Cash Reserve; and (ii) the shareholders of Daily Cash
Fund as of the close of business on the Closing Date will become shareholders of
Money Market Trust.
The effect of the Reorganization will be that shareholders of Daily Cash Fund
who vote their shares in favor of the Reorganization will be electing to redeem
their shares of Daily Cash Fund (at net asset value on the Valuation Date
referred to below under "Method of Carrying Out the Reorganization Plan,"
calculated after subtracting the Cash Reserve) and reinvest the proceeds in
shares of Money Market Trust at net asset value without sales charge and without
recognition of taxable gain or loss for Federal income tax purposes (see "Tax
Aspects of the Reorganization" below). The Cash Reserve is that amount retained
by Daily Cash Fund which is sufficient in the discretion of the Board for the
payment of: (a) Daily Cash Fund's expenses of liquidation, and (b) its
liabilities, other than those assumed by Money Market Trust. Daily Cash Fund and
Money Market Trust will bear all of their respective expenses associated with
the Reorganization, as set forth under "Costs of the Solicitation and the
Reorganization" above. Management estimates that such expenses associated with
the Reorganization to be borne by Daily Cash Fund will be approximately
$350,000. Liabilities as of the date of the transfer of assets will consist
primarily of accrued but unpaid normal operating expenses of Daily Cash Fund,
excluding the cost of any portfolio securities purchased but not yet settled and
outstanding shareholder redemption and dividend checks. See "Method of Carrying
Out the Reorganization" below.
The Reorganization Agreement provides for coordination between the Funds as to
their respective portfolios so that, after the closing, Money Market Trust will
be in compliance with all of its investment policies and restrictions. Daily
Cash Fund will recognize capital gain or loss on any sales made pursuant to this
paragraph.
Tax Aspects of the Reorganization
Immediately prior to the Valuation Date referred to in the Reorganization
Agreement, Daily Cash Fund will pay a dividend or dividends which, together with
all previous dividends, will have the effect of distributing to Daily Cash
Fund's shareholders all of Daily Cash Fund's investment company taxable income
for taxable years ending on or prior to the Closing Date (computed without
regard to any deduction for dividends paid) and all of its net
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<PAGE>
capital gain, if any, realized in taxable years ending on or prior to the
Closing Date (after reduction for any available capital loss carry-forward).
Such dividends will be included in the taxable income of Daily Cash Fund's
shareholders as ordinary income and capital gain, respectively.
The exchange of the assets of Daily Cash Fund for shares of Money Market Trust
and the assumption by Money Market Trust of certain liabilities of Daily Cash
Fund is intended to qualify for Federal income tax purposes as a tax-free
reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"). Daily Cash Fund has represented to Deloitte & Touche, LLP,
tax adviser to Daily Cash Fund, that to the best of the Fund's knowledge, there
is no plan or intention by any Fund shareholder who owns 5% or more of Daily
Cash Fund's outstanding shares, and, to Daily Cash Fund's best knowledge, there
is no plan or intention on the part of the remaining Daily Cash Fund
shareholders, to redeem, sell, exchange or otherwise dispose of a number of
Money Market Trust shares received in the transaction that would reduce Daily
Cash Fund shareholders' ownership of Money Market Trust shares to a number of
shares having a value, as of the Closing Date, of less than 50% of the value of
all the formerly outstanding Daily Cash Fund shares as of the same date. Money
Market Trust and Daily Cash Fund have each represented to Deloitte & Touche LLP,
that, as of the Closing Date, it will qualify as a regulated investment company
or will meet the diversification test of Section 368(a)(2)(F)(ii) of the Code.
As a condition to the closing of the Reorganization, Money Market Trust and
Daily Cash Fund, respectively, will receive an opinion of Deloitte & Touche LLP
to the effect that, based on the Reorganization Agreement, the above
representations, existing provisions of the Code, Treasury Regulations issued
thereunder, current Revenue Rulings, Revenue Procedures and court decisions, for
Federal income tax purposes:
1. The transactions contemplated by the Reorganization Agreement will
qualify as a tax-free "reorganization" within the meaning of Section
368(a)(1) of the Code.
2. Daily Cash Fund and Money Market Trust will each qualify as "a party to
a reorganization" within the meaning of Section 368(b)(2) of the Code.
3. No gain or loss will be recognized by the shareholders of
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<PAGE>
Daily Cash Fund upon the distribution of shares of beneficial interest
in Money Market Trust to the shareholders of Daily Cash Fund pursuant
to Section 354 of the Code.
4. Under Section 361(a) of the Code no gain or loss will be recognized by
Daily Cash Fund by reason of the transfer of its assets solely in
exchange for shares of Money Market Trust.
5. Under Section 1032 of the Code no gain or loss will be recognized by
Money Market Trust by reason of the transfer of Daily Cash Fund's
assets solely in exchange for shares of Money Market Trust.
6. The shareholders of Daily Cash Fund will have the same tax basis and
holding period for the shares of beneficial interest in Money Market
Trust that they receive as they had for Daily Cash Fund shares that
they previously held, pursuant to Sections 358(a) and 1223(1) of the
Code, respectively.
7. The securities transferred by Daily Cash Fund to Money Market Trust
will have the same tax basis and holding period in the hands of Money
Market Trust as they had for Daily Cash Fund, pursuant to Sections
362(b) and 1223(1) of the Code, respectively.
Opinions of experts are not binding upon the Internal Revenue Service or the
courts. If the Reorganization is consummated but does not qualify as a tax-free
reorganization under the Code, each Daily Cash Fund shareholder would recognize
a taxable gain or loss equal to the difference between his or her tax basis in
his or her Daily Cash Fund shares and the fair market value of Money Market
Trust shares he or she received as a result of the Reorganization.
Shareholders of Daily Cash Fund should consult their tax advisors regarding the
effect, if any, of the Reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the Federal income
tax consequences of the Reorganization, shareholders of Daily Cash Fund should
also consult their tax advisors as to state and local tax consequences, if any,
of the Reorganization.
Capitalization Table (Unaudited)
The table below sets forth the capitalization of Daily Cash Fund and Money
Market Trust and indicates the pro forma combined
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<PAGE>
capitalization as of June 30, 1997 as if the Reorganization had
occurred on that date.
June 30, 1997
<TABLE>
<CAPTION>
Net Asset
Shares Value
Net Assets Outstanding Per Share
---------- ------------ ----------
<S> <C> <C> <C>
Daily Cash Fund $3,511,226,915 3,511,067,059 $1.00
Money Market Trust $9,062,966,881 9,062,904,841 $1.00
Money Market Trust $12,574,193,796 12,574,133,409 $1.00
Pro Forma Surviving Fund
(after Reorganization with Daily Cash)(1)
<FN>
(1) Reflects issuance of 3,511,228,568.08 shares of Money Market Trust in a
tax-free exchange for the net assets of Daily Cash Fund, aggregating
$3,511,226,915.00. The pro forma ratio of expenses to average annual net assets
of the shares for fiscal year ended June 30, 1997 would have been 0.66%.
</FN>
</TABLE>
COMPARISON BETWEEN DAILY CASH FUND
AND MONEY MARKET TRUST
The following discussion is based upon and qualified in its entirety by the
descriptions of the respective investment objectives, policies and restrictions
set forth in the respective Prospectus and Statement of Additional Information
of each Fund. The investment objectives, policies and restrictions of Money
Market Trust can be found in its Prospectus, which accompanies this Proxy
Statement and Prospectus, under the captions "Investment Objective and Policies"
and "Investment Restrictions". The investment objectives, policies and
restrictions of Daily Cash Fund can be found in the Prospectus of Daily Cash
Fund under the captions "Investment Objective and Policies" and "Investment
Restrictions".
Investment Objectives
Both Daily Cash Fund and Money Market Trust seek to achieve a level of current
income consistent with preserving capital and providing liquidity. Each Fund's
investment objective is a fundamental policy which means that is may not be
changed without shareholder approval.
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<PAGE>
Investment Policies
Both Funds are subject to the provisions of Rule 2a-7. As a result, the Funds
may only purchase U.S. dollar-denominated instruments that each Fund's Board of
Directors or Board of Trustees, as the case may be, determines presents minimal
credit risks and are "Eligible Securities" at the time of purchase. Eligible
Securities include (1) securities rated in one of the two highest short-term
rating categories by any two "nationally recognized statistical rating
organizations" as defined in Rule 2a- 7 ("NRSROs") or if only one NRSRO has
assigned a rating, by that NRSRO; or (2) unrated securities that are judged by
the Manager to be of comparable quality to investments that are "Eligible
Securities" rated by NRSROs. In addition, Rule 2a-7 prohibits either Fund from
holding more than 5% of its assets in "Second Tier Securities". (A First Tier
Security is a security that is rated in the highest short-term rating category.
A Second Tier Security is one that is eligible for purchase under Rule 2a-7, but
is not a First Tier Security.)
Rule 2a-7 also has certain portfolio maturity restrictions. The Funds may invest
only in securities that have remaining maturities of 397 days (thirteen months)
or less at the date of purchase. For this purpose, the Funds deem floating rate
or variable rate obligations that are payable on demand, but may otherwise have
a stated maturity greater than this period, to have remaining maturities of less
than 397 days pursuant to conditions established by the SEC. The Funds must also
maintain a dollar-weighted average portfolio maturity of ninety days or less.
The Funds follow these policies in order to maintain a stable net asset value of
$1.00 per share, although there is no assurance that they can do so regularly.
Shareholders should expect the market value of the obligations in each Fund's
portfolio to vary inversely to changes in prevailing interest rates.
Subject to the parameters of Rule 2a-7, the Funds invest in the types of
securities described below. These policies are non- fundamental policies. The
Board may change non-fundamental policies without shareholder approval.
U.S. Government Securities. Both Funds may invest in obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, maturing
in twelve months or less from the date of purchase.
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<PAGE>
Bank Obligations. Both Funds may invest in U.S. dollar-denominated certificates
of deposit, bankers' acceptances and any other bank obligations if they are
obligations of: (1) any U.S. bank having total assets at least equal to $1
billion or (2) any foreign bank, if such bank has total assets at least equal of
U.S. $1 billion. Daily Cash Fund may also invest in instruments secured by such
obligations. Neither Fund may invest more than 25% of its assets in securities
issued by foreign banks.
Commercial Paper. Both Funds may invest in commercial paper maturing in nine
months or less from the date of purchase, or in variable rate notes, variable
rate master demand notes or master demand notes that meet the requirements of
Rule 2a-7.
Certain Debt Obligations. Both Funds may invest in certain debt obligations
which are Eligible Securities and that either mature within twelve months from
the date of purchase or have been called for redemption by the issuer, with such
redemption to be effective within one year.
Floating Rate/Variable Rate Notes. Both Funds may invest in floating rate or
variable rate notes having a remaining maturity of one year or less or floating
rate or variable rate notes having a remaining maturity of more than one year if
they have a demand feature that permits the Fund to recover the principal amount
of the underlying security at specified intervals not exceeding one year and
upon no more than 30 days' notice.
Repurchase Agreements. Both Funds may acquire securities that are subject to
repurchase agreements, provided that such repurchase agreements will be fully
collateralized under the requirements of Rule 2a-7.
Other Obligations. Daily Cash Fund may invest in obligations other than those
enumerated above if accompanied by a guarantee of principal and interest or
letter of credit, provided that the guarantee or letter of credit is that of a
bank or corporation whose certificates of deposit or commercial paper may
otherwise be purchased by the Fund. Money Market Trust may invest in obligations
other than those enumerated above if they are guaranteed as to principal and
interest by the U.S. Government or one of its agencies or by a bank or
corporation whose certificates of deposit or commercial paper may otherwise be
eligible for purchase by the Fund. In the case of both Funds such obligations
and guarantees must be due within twelve months or less from the
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<PAGE>
date of purchase unless they are purchased subject to repurchase agreements
calling for delivery in twelve months or less.
Board Approved Instruments. Both Funds may invest in obligations other than
those enumerated above, provided that such obligations are approved by the
Fund's Board and are in accordance with the Fund's investment objective,
policies and restrictions.
Illiquid and Restricted Securities. Both Funds may invest up to
25% of their net assets in restricted securities, subject to a 10%
overall limitation on investments in illiquid securities. i.e.
securities that are illiquid by virtue of the absence of a readily
available market or because of legal or contractual restrictions on
resale.
Investment Restrictions
Both Funds have certain investment restrictions which, together with their
respective investment objectives, are fundamental policies. Fundamental policies
are policies which can be changed only by the vote of a "majority" (as defined
in the Investment Company Act) of the Fund's outstanding voting securities.
Under some of those restrictions, the Funds cannot: (1) invest more than 5% of
the value of its total assets in the securities of any one issuer (other than
the U.S. Government or its agencies or instrumentalities); (2) purchase more
than 10% of the outstanding non-voting securities or more than 10% of the total
debt securities of any one issuer; (3) concentrate investments to the extent of
25% of its assets in any industry; however, there is no limitation as to
investment in obligations issued by banks, savings and loan associations or the
U.S. Government and its agencies or instrumentalities; (4) invest in any debt
instrument having a maturity in excess of one year from the date of the
investment or, in the case of a debt instrument subject to a repurchase
agreement or called for redemption, having a repurchase or redemption date more
than one year from the date of the investment; (5) borrow money except as a
temporary measure for extraordinary or emergency purposes, and then only up to
10% of the market value of the Fund's assets; no assets of the Fund may be
pledged, mortgaged or assigned to secure a debt and as to Money Market Trust
only, the Fund will not make any investment when such borrowing exceeds 5% of
the value of its assets; (6) invest more than 5% of the value of its total
assets in securities of companies that have operated less than three years,
including the operations of predecessors; or (7) make loans, except the Fund
may: (i) purchase debt securities, (ii)
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<PAGE>
purchase debt securities subject to repurchase agreements, or (iii) lend its
securities as described in the Statement of Additional Information; (8) invest
in commodities or commodity contracts or invest in interests in oil, gas or
other mineral exploration or mineral development programs; (9) invest in real
estate; however the Fund may purchase debt securities issued by companies which
invest in real estate or interests therein; (10) purchase securities on margin
or make short sales of securities; (11) invest in or hold securities of any
issuer if those officers and Directors or Trustees of the Fund or the Manager
who beneficially own individually more than 0.5% of the securities of such
issuer together own more than 5% of the securities of such issuer; (12)
underwrite securities of other companies; or (13) invest in securities of other
investment companies (as to Money Market Trust only, except in connection with a
consideration or merger).
Additional information about both Funds is set forth in documents that may be
obtained upon request of the Transfer Agent or upon review at the offices of the
SEC. The following discussion about the investment objectives and policies of
Daily Cash Fund and Money Market Trust is qualified in its entirety by reference
to each Fund's current Prospectus and Statement of Additional Information.
See "Miscellaneous - Public Information."
The securities in which Money Market Trust and Daily Cash Fund each normally
invest are summarized below. The Funds invest in substantially the same types of
securities and are subject to similar investment restrictions. These investment
techniques and strategies involve certain risks which are explained more fully
in each Fund's Statement of Additional Information.
Unless the Prospectus of either Money Market Trust or Daily Cash Fund states
that a percentage restriction applies on an ongoing basis, a restriction applies
only at the time the Fund makes an investment, and the Fund need not sell
securities to meet the percentage limits if the value of the investment
increases in proportion to the size of the Fund. Additional investment
restrictions are listed in "Other Investment Restrictions" in the Statement of
Additional Information of each Fund.
Expense Ratios and Performance
The ratio of expenses to average net assets for Daily Cash Fund for the period
ended June 30, 1997 was 0.67% (after the Manager's voluntary waiver). The ratio
of expenses to average net assets
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<PAGE>
would have been 0.71% without the Manager's voluntary waiver. The ratio of
expenses to average net assets for Money Market Trust for the fiscal year ended
June 30, 1997, was 0.67%. The ratio of expenses to average net assets would have
been 0.73% without the Manager's voluntary waiver. Further details are set forth
above under "Comparative Fee Table", and in Daily Cash Fund's Annual Report as
of December 31, 1996, and Money Market Trust's Annual Report as of June 30,
1997, which are included in the Statement of Additional Information. The
performance of the Funds for the 1, 3, 5 and 10 year periods ended June 30, 1997
is set forth in Exhibit B.
Shareholder Services
The policies of Daily Cash Fund and Money Market Trust with respect to minimum
initial investments and subsequent investments by its shareholders are the same.
Both Daily Cash Fund and Money Market Trust offer the following privileges:(i)
Automatic Purchase and Redemption Plans with certain brokers, (ii) Automatic
Withdrawal Plans,(iii) exchanges of shares for shares of certain other funds at
net asset value,(iv) telephone redemption and exchange privileges,(v) payments
by Federal Wires,(vi) Checkwriting privileges,(vii)Expedited redemptions.
Shares of either Fund may be exchanged for shares of certain Oppenheimer funds
at net asset value per share. Shareholders of the Funds may redeem their shares
by written request or by telephone request in an amount up to $50,000 in any
seven-day period. Shareholders may arrange to have share redemption proceeds of
$2,500 or more wired by the Transfer Agent by Federal Funds wire to a designated
commercial bank which is a member of the Federal Reserve wire system. Both Funds
offer Automatic Withdrawal and Automatic Exchange Plans under certain
conditions.
Comparative Information On Shareholders' Rights
Form of Organization. Daily Cash Fund and Money Market Trust are open-end
management investment companies registered with the SEC under the Investment
Company Act, which continuously offer shares to the public. Daily Cash Fund is
organized as a Maryland corporation and is governed by Articles of
Incorporation, By-Laws and Board of Directors. Money Market Trust is organized
as a Massachusetts business trust and in governed by a Declaration of Trust,
By-Laws and Board of Trustees. Daily Cash Fund is governed by applicable
Maryland law whereas Money Market Trust is governed
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<PAGE>
by applicable Massachusetts law. Both Funds are governed by
applicable federal law.
Capitalization. Daly Cash Fund is authorized to issue 15 billion shares,$.10 par
value per share. Money Market Trust may issue an unlimited number of
transferable shares of beneficial interest, having no par value per share. The
respective Articles of Incorporation or Declaration of Trust under which each
Fund has been established permits the respective Directors or Trustees to
allocate shares into an unlimited number of classes thereof, with the rights
determined by the Directors or Trustees, as the case may be, all without
shareholder approval. Each Fund currently has a single class of shares
outstanding. Fractional shares may be issued. Each Fund's shares have equal
voting rights with respect to matters affecting shareholders and represent equal
proportionate interests in the assets belonging to the Funds. Shareholders of
each Fund are entitled to receive dividends and other amounts as determined by
Daily Cash Fund's Board of Directors or Money Market Trust's Board of Trustees.
Shareholder Liability. Daily Cash Fund is a corporation organized under the laws
of the state of Maryland. As a general matter, shareholders of a corporation
will not be liable to the corporation or its creditors with respect to their
interests in the corporation as long as their shares have been paid for and the
requisite corporate formalities has been observed, both in the organization of
the corporation and in the conduct of its business. Under Massachusetts law,
shareholders of a business trust could, under certain circumstances, be held
personally liable for the obligations of the business trust. However, the
Declaration of Trust under which Money Market Trust was established disclaims
shareholder liability for acts or obligations of the Fund and requires that
notice of such disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Fund or the Trustees. The Declaration of Trust
provides for indemnification out of the Fund's property for all losses and
expenses of any shareholder held personally liable for the obligation of the
Fund. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is considered remote since it is limited to circumstances
in which the Fund itself would be unable to meet its obligations. A substantial
number of mutual funds in the United States are organized as Massachusetts
business trusts.
Shareholder Meetings and Voting Rights. Neither Daily Cash Fund
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<PAGE>
nor Money Market Trust is required to hold annual meetings of shareholders. Each
Fund is required to call a meeting of shareholders for the purpose of electing
Directors or Trustees if, at any time, less than a majority of the Directors or
Trustees then holding office were elected by shareholders. Neither Daily Cash
Fund nor Money Market Trust currently intends to hold regular shareholder
meetings. Neither permits cumulative voting.
Liquidation or Dissolution. In the event of the liquidation of a Fund the
shareholders are entitled to receive, when, and as declared by the Directors or
Trustees, the excess of the assets belonging to such Fund over the liabilities
belonging to the Fund. In either case, the assets so distributable to
shareholders of the Fund will be distributed among the shareholders in
proportion to the number of shares of the Fund held by them and recorded on the
books of the Fund.
Management and Distribution Arrangements
The Manager, located at 6803 South Tucson Way, Englewood, Colorado 80112, acts
as the investment adviser to both Daily Cash Fund and Money Market Trust. The
terms and conditions of the Investment Advisory Agreement for each Fund are
substantially the same. The monthly management fee payable to the Manager by
each fund is set forth under "Synopsis - Investment Advisory and Distribution
and Service Plan Fees." The 12b-1 Distribution and Service Plan fees paid by the
Funds are set forth above under "Synopsis - Investment Advisory and Distribution
and Service Plan Fees."
Pursuant to the Investment Advisory Agreements, the Manager supervises the
investment operations of the Funds and the composition of their portfolios, and
furnishes advice and recommendations with respect to investments, investment
policies and the purchase and sale of securities. The Investment Advisory
Agreements require the Manager to provide Daily Cash Fund and Money Market Trust
with adequate office space, facilities and equipment and to provide and
supervise the activities of all administrative and clerical personnel required
to provide effective administration for the Funds, including the compilation and
maintenance of records with respect to their operations, the preparation and
filing of specified reports, and composition of proxy materials and registration
statements for the continuous public sale of shares of each Fund.
Expenses not expressly assumed by the Manager under each Fund's
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Investment Advisory Agreement or by Centennial Asset Management Corporation as
Distributor of the Funds (the "Distributor"), under the General Distributor's
Agreement, are paid by the Funds. The Investment Advisory Agreements list
examples of expenses paid by the Funds, the major categories of which relate to
interest, taxes, brokerage commissions, fees to certain Trustees, legal and
audit expenses, custodian and transfer agent expenses, share issuance costs,
certain printing and registration costs and non-recurring expenses, including
litigation costs. The management fee paid by Daily Cash Fund for the period
ended June 30, 1997 was $13,220,242. This does not reflect the expense
assumption by the Manager of $1,398,800. For the fiscal year ended June 30,
1997, the management fee paid by Money Market Trust was $32,755,568. This does
not reflect the expense assumption by the Manager of $4,890,123.
Under its Investment Advisory Agreement with Daily Cash Fund, the Manager has
agreed to reimburse the Fund for annual expenses of the Fund which exceed the
most stringent limits prescribed by any state in which the Fund's shares are
offered for sale. Excluded from such reimbursement are brokerage commissions,
taxes, interest and extraordinary expenses such as litigation costs. As a result
of changes in federal securities laws which have effectively pre- empted state
expense limitations, the contractual commitment relating to such reimbursements
is no longer relevant.
Under its Investment Advisory Agreement with Money Market Trust, the Manager has
agreed to reimburse the Fund for any amounts by which the Fund's expenses
(excluding taxes, interest, brokerage commissions and extraordinary expenses
such as litigations costs) in any fiscal year exceed the lesser of (i) 1.5% of
the average annual net assets of the Fund up to $30 million and 1% of its
average annual net assets in excess of $30 million; or (ii) 25% of total annual
investment income of the Fund. Since Money Market Trust's assets were
$9,062,966,881 at June 30, 1997, it is not anticipated that the Manager's
commitment would result in reimbursement to the Fund unless asset levels
declined to a point at which the commitment would become meaningful.
The Manager is a wholly owned subsidiary of OppenheimerFunds, Inc. which is
controlled by Oppenheimer Acquisition Corp., a holding company owned in part by
senior management of the Manager and ultimately controlled by Massachusetts
Mutual Life Insurance Company, a mutual life insurance company that also advises
pension plans and investment companies. The Manager has operated as an
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investment adviser since 1978. The Manager and its affiliates currently advise
investment companies with combined net assets aggregating over $60 billion as of
June 30, 1997, with more than 3 million shareholder accounts. Shareholder
Services, Inc., a subsidiary of OppenheimerFunds, Inc., acts as transfer and
shareholder servicing agent on an at-cost basis for Daily Cash Fund and Money
Market Trust and for certain other open-end funds managed by the Manager and its
affiliates.
The Distributor, under a General Distributor's Agreement for each of the Funds,
acts as the principal underwriter in the continuous public offering of shares of
each Fund. For additional information about distribution of the Funds' shares
and the payments made by the Funds to the Distributor in connection with such
activities, please refer to "Distribution and Service Plans," in each Fund's
Statement of Addition Information.
Purchase of Additional Shares
Shares of both Daily Cash Fund and shares of Money Market Trust may be purchased
without any initial sales charge.
METHOD OF CARRYING OUT THE REORGANIZATION
The consummation of the transactions contemplated by the Reorganization
Agreement is contingent upon the approval of the Reorganization by the
shareholders of Daily Cash Fund and the receipt of the opinions and certificates
set forth in Sections 10 and 11 of the Reorganization Agreement and the
occurrence of the events described in those Sections. Under the Reorganization
Agreement, all the assets of Daily Cash Fund, excluding the Cash Reserve, will
be delivered to Money Market Trust in exchange for shares of Money Market Trust.
The Cash Reserve to be retained by Daily Cash Fund will be sufficient in the
discretion of the Board for the payment of Daily Cash Fund's liabilities, and
Daily Cash Fund's expenses of liquidation and dissolution.
Assuming the shareholders of Daily Cash Fund approve the Reorganization, the
actual exchange of assets is expected to take place on November 21, 1997, or as
soon thereafter as is practicable (the "Closing Date") on the basis of net asset
values as of the close of business on the business day preceding the Closing
Date (the "Valuation Date"). Under the Reorganization Agreement, all redemptions
of shares of Daily Cash Fund shall be permanently suspended on the Valuation
Date; only redemption requests received
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in proper form on or prior to the close of business on that date shall be
fulfilled by it; redemption requests received by Daily Cash Fund after that date
will be treated as requests for redemptions of shares of Money Market Trust to
be distributed to the shareholders requesting redemption. The exchange of assets
for shares will be done on the basis of the per share net asset value of the
shares of Money Market Trust, and the value of the assets of Daily Cash Fund to
be transferred as of the close of business on the Valuation Date, valued in the
manner used by Money Market Trust in the valuation of assets. Money Market Trust
is not assuming any of the liabilities of Daily Cash Fund, except for portfolio
securities purchased which have not settled and outstanding shareholder
redemption and dividend checks.
The net asset value of the shares transferred by Money Market Trust to Daily
Cash Fund will be the same as the value of the assets received by Money Market
Trust. For example, if, on the Valuation Date, Daily Cash Fund were to have
securities with a market value of $95,000 and cash in the amount of $10,000 (of
which $5,000 was to be retained by it as the Cash Reserve), the value of the
assets which would be transferred to Money Market Trust would be $100,000. If
the net asset value per share of Money Market Trust were $1.00 per share at the
close of business on the Valuation Date, the number of shares to be issued would
be 100,000 ($100,000 / $1.00). These 100,000 shares of Money Market Trust would
be distributed to the former shareholders of Daily Cash Fund. This example is
given for illustration purposes only and does not bear any relationship to the
dollar amounts or shares expected to be involved in the Reorganization.
In conjunction with the Closing, Daily Cash Fund will distribute on a pro rata
basis to its shareholders of record on the Valuation Date the shares of Money
Market Trust received by Daily Cash Fund at the Closing, in liquidation of the
outstanding shares of Daily Cash Fund, and the outstanding shares of Daily Cash
Fund will be canceled. To assist Daily Cash Fund in this distribution, Money
Market Trust will, in accordance with a shareholder list supplied by Daily Cash
Fund, cause its transfer agent to credit and confirm an appropriate number of
shares of Money Market Trust to each shareholder of Daily Cash Fund.
Certificates for shares of Money Market Trust will be issued upon written
request of a former shareholder of Daily Cash Fund but only for whole shares
with fractional shares credited to the name of the shareholder on the books of
Money Market Trust, provided that shares represented by certificates are
delivered for cancellation. Former shareholders of
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Daily Cash Fund who wish to obtain certificates representing their shares of
Money Market Trust must, after receipt of their confirmations, make a written
request to SSI, P.O. Box 5143, Denver, Colorado 80217. Shareholders of Daily
Cash Fund holding certificates representing their shares will not be required to
surrender their certificates to anyone in connection with the Reorganization.
After the Reorganization, however, it will be necessary for such shareholders to
surrender such certificates in order to redeem, transfer, pledge or exchange any
shares of Money Market Trust or in order to obtain a share certificate
representing their interests in Money Market Trust.
Under the Reorganization Agreement, within one year after the Closing Date,
Daily Cash Fund shall: (a) either pay or make provision for all of its debts and
taxes; and (b) either (i) transfer any remaining amount of the Cash Reserve to
Money Market Trust, if such remaining amount is not material (as defined below)
or (ii) distribute such remaining amount to the shareholders of Daily Cash Fund
who were such on the Valuation Date. Such remaining amount shall be deemed to be
material if the amount to be distributed, after deducting the estimated expenses
of the distribution, equals or exceeds one cent per share of the number of Daily
Cash Fund shares outstanding on the Valuation Date. Within one year after the
Closing Date, Daily Cash Fund will complete its liquidation.
Under the Reorganization Agreement, either Daily Cash Fund or Money Market Trust
may abandon and terminate the Reorganization Agreement without liability for any
reason except that in the event that either party terminates the Agreement
without reasonable cause, the terminating party will be required, upon demand by
the non- terminating party, to reimburse the non-terminating party for all
expenses, including reasonable out-of-pocket expenses.
In the event that the Reorganization Agreement is not consummated for any
reason, the Board will consider and may submit to the shareholders other
alternatives.
MISCELLANEOUS
Financial Information
The Reorganization will be accounted for by the surviving Fund in its financial
statements as a tax free reorganization. Further financial information as to
Daily Cash Fund is contained in its
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current Prospectus, which is available without charge from Shareholder Services,
Inc., the Transfer Agent, P.O. Box 5143, Denver, Colorado 80217, and is
incorporated herein by reference, and in its Annual Report as of December 31,
1996, both of which are included in the Additional Statement relating to this
Reorganization. Financial information for Money Market Trust is contained in its
current Prospectus accompanying this Proxy Statement and Prospectus and
incorporated herein by reference, and in its Annual Report as of June 30, 1997,
which is included in the Additional Statement.
Public Information
Additional information about Daily Cash Fund and Money Market Trust is
available, as applicable, in the following documents which are incorporated
herein by reference: (i) Money Market Trust's Prospectus dated October 1, 1997
accompanying this Proxy Statement and incorporated herein; (ii) Daily Cash
Fund's Prospectus dated April 25, 1997, as supplemented on August 14, 1997,
which may be obtained without charge by writing to Shareholder Services, Inc. ,
P.O. Box 5143, Denver, Colorado 80217; (iii) Money Market Trust's Annual Report
as of June 30, 1997, which may be obtained without charge by writing to
Shareholder Services, Inc. at the address indicated above; and (iv) Daily Cash
Fund's Annual Report as of December 31, 1996, which may be obtained without
charge by writing to Shareholder Services, Inc. at the address indicated above.
All of the foregoing documents may be obtained by calling the toll-free number
on the cover of this Proxy Statement and Prospectus.
Additional information about the following matters is contained in the Statement
of Additional Information relating to this Reorganization, which incorporates by
reference the Money Market Trust Prospectus and Statement of Additional
Information dated October 1, 1997 and Daily Cash Fund's Prospectus dated April
25, 1997, as supplemented August 14, 1997, and Statement of Additional
Information dated April 25,1997, as revised May 12, 1997; the organization and
operation of Money Market Trust and Daily Cash Fund; more information on
investment policies, practices and risks; information about Daily Cash Fund's
and Money Market Trust's Boards and their responsibilities; a further
description of the services provided by Money Market Trust's and Daily Cash
Fund's investment adviser, distributor, and transfer and shareholder servicing
agent; dividend policies; tax matters; an explanation of the method of
determining the offering price of the shares of Money Market Trust and Daily
Cash Fund; purchase, redemption and exchange programs;
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and distribution arrangements.
Daily Cash Fund and Money Market Trust are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith, file reports and other information with the SEC. Proxy
material, reports and other information about Daily Cash Fund and Money Market
Trust which are of public record can be inspected and copied at public reference
facilities maintained by the SEC in Washington, D.C. and certain of its regional
offices, and copies of such materials can be obtained at prescribed rates from
the Public Reference Branch, Office of Consumer Affairs and Information
Services, SEC, Washington, D.C.
20549.
OTHER BUSINESS
Management of Daily Cash Fund knows of no business other than the matters
specified above which will be presented at the Meeting. Since matters not known
at the time of the solicitation may come before the Meeting, the proxy as
solicited confers discretionary authority with respect to such matters as
properly come before the Meeting, including any adjournment or adjournments
thereof, and it is the intention of the persons named as attorneys-in-fact in
the proxy to vote this proxy in accordance with their judgment on such matters.
By Order of the Board of Directors
Andrew J. Donohue, Secretary
October 1, 1997
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EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of
______________ 1997 by and between Daily Cash Accumulation Fund, Inc. ("Daily
Cash Fund"), a Maryland corporation, and Centennial Money Market Trust ("Money
Market Trust"), a Massachusetts business trust (the "Trust").
W I T N E S S E T H:
WHEREAS, the parties are each open-end investment companies of
the management type; and
WHEREAS, the parties hereto desire to provide for the reorganization
pursuant to Section 368(a)(1) of the Internal Revenue Code of 1986, as amended
(the "Code"), of Daily Cash Fund through the acquisition by Money Market Trust
of substantially all of the assets of Daily Cash Fund in exchange for the shares
of beneficial interest of Money Market Trust and the assumption by Money Market
Trust of certain liabilities of Daily Cash Fund, which shares of Money Market
Trust are to be distributed by Daily Cash Fund pro rata to its shareholders in
complete liquidation of Daily Cash Fund and in complete cancellation of its
shares in connection with the dissolution of Daily Cash Fund;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. The parties hereto hereby adopt this Agreement and Plan of
Reorganization (the "Agreement") pursuant to Section 368(a)(1) of the Code as
follows: The reorganization will be comprised of the acquisition by Money Market
Trust of substantially all of the properties and assets of Daily Cash Fund in
exchange for shares of Money Market Trust and the assumption by Money Market
Trust of certain liabilities of Daily Cash Fund, followed by the distribution of
such shares of Money Market Trust to the shareholders of Daily Cash Fund in
exchange for their shares of Daily Cash Fund, all upon and subject to the terms
of this Agreement as hereinafter set forth.
The share transfer books of Daily Cash Fund will be
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permanently closed at the close of business on the Valuation Date (as
hereinafter defined) and only redemption requests received in proper form on or
prior to the close of business on the Valuation Date as defined herein shall be
fulfilled by Daily Cash Fund; redemption requests received by Daily Cash Fund
after that date shall be treated as requests for the redemption of the shares of
Money Market Trust to be distributed to the shareholder in question as provided
in Section 5.
2. On the Closing Date (as hereinafter defined), all of the assets of
Daily Cash Fund on that date, excluding a cash reserve (the "Cash Reserve") to
be retained by Daily Cash Fund sufficient in its discretion for the payment of
the expenses of Daily Cash Fund's dissolution and its liabilities, but not in
excess of the amount contemplated by Section 10E, shall be delivered as provided
in Section 8 to Money Market Trust, in exchange for and against delivery to
Daily Cash Fund on the Closing Date of a number of shares of Money Market Trust,
having an aggregate net asset value equal to the value of the assets of Daily
Cash Fund so transferred and delivered.
3. The net asset value of the shares of Money Market Trust and the
value of the assets of Daily Cash Fund to be transferred shall in each case be
determined as of the close of business of the New York Stock Exchange on the
Valuation Date. The computation of the net asset value of the shares of Money
Market Trust and the shares of Daily Cash Fund shall be done in the manner used
by Money Market Trust and Daily Cash Fund, respectively, in the computation of
such net asset value per share as set forth in their respective prospectuses.
The methods used by Money Market Trust in such computation shall be applied to
the valuation of the assets of Daily Cash Fund to be transferred to Money Market
Trust.
Daily Cash Fund shall declare and pay, immediately prior to
the Valuation Date, a dividend or dividends which, together with all previous
such dividends, shall have the effect of distributing to Daily Cash Fund's
shareholders all of Daily Cash Fund's investment company taxable income for
taxable years ending on or prior to the Closing Date (computed without regard to
any dividends paid) and all of its net capital gain, if any, realized in taxable
years ending on or prior to the Closing Date (after reduction for any capital
loss carry-forward).
4. The closing (the "Closing") shall be at the offices of
OppenheimerFunds, Inc. (the "Agent"), Two World Trade Center, 34th
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Floor, New York, New York 10048, at 4:00 P.M. New York time on November 21, 1997
or at such other time or place as the parties may designate or as provided below
(the "Closing Date"). The business day preceding the Closing Date is herein
referred to as the "Valuation Date."
In the event that on the Valuation Date either party has, pursuant to the
Investment Company Act of 1940, as amended (the "Act"), or any rule, regulation
or order thereunder, suspended the redemption of its shares or postponed payment
therefor, the Closing Date shall be postponed until the first business day after
the date when both parties have ceased such suspension or postponement;
provided, however, that if such suspension shall continue for a period of 60
days beyond the Valuation Date, then the other party to the Agreement shall be
permitted to terminate the Agreement without liability to either party for such
termination.
5. In conjunction with the closing, Daily Cash Fund shall distribute on
a pro rata basis to the shareholders of Daily Cash Fund on the Valuation Date,
the shares of Money Market Trust received by Daily Cash Fund on the Closing Date
in exchange for the assets of Daily Cash Fund in complete liquidation of Daily
Cash Fund; for the purpose of the distribution by Daily Cash Fund of shares of
Money Market Trust to its shareholders, Money Market Trust will promptly cause
its transfer agent to: (a) credit an appropriate number of shares of Money
Market Trust on the books of Money Market Trust to each shareholder of Daily
Cash Fund in accordance with a list of its shareholders (the "Shareholder List")
received from Daily Cash Fund; and (b) confirm an appropriate number of shares
of Money Market Trust to each shareholder of Daily Cash Fund. Certificates for
shares of Money Market Trust will be issued upon written request of a former
shareholder of Daily Cash Fund but only for whole shares, with fractional shares
credited to the name of the shareholder on the books of Money Market Trust.
The Shareholder List shall indicate, as of the close of business on the
Valuation Date, the name and address of each shareholder of Daily Cash Fund,
indicating his or her share balance. Daily Cash Fund agrees to supply the
Shareholder List to Money Market Trust not later than the Closing Date.
Shareholders of Daily Cash Fund holding certificates representing their shares
shall not be required to surrender their certificates to anyone in connection
with the reorganization. After the Closing Date, however, it will be necessary
for such shareholders to surrender their certificates in order to redeem,
transfer, exchange or pledge
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the shares of Money Market Trust which they received, or in order to obtain
certificates representing their shares of Money Market Trust issued in
connection with the Reorganization.
6. Within one year after the Closing Date, Daily Cash Fund shall (a)
either pay or make provision for payment of all of its liabilities and taxes,
and (b) either (i) transfer any remaining amount of the Cash Reserve to Money
Market Trust, if such remaining amount (as reduced by the estimated cost of
distributing it to shareholders) is not material (as defined below) or (ii)
distribute such remaining amount to the shareholders of Daily Cash Fund on the
Valuation Date. Such remaining amount shall be deemed to be material if the
amount to be distributed, after deduction of the estimated expenses of the
distribution, equals or exceeds one cent per share of Daily Cash Fund shares
outstanding on the Valuation Date.
7. Prior to the Closing Date, there shall be coordination between the
parties as to their respective portfolios so that, after the closing, Money
Market Trust will be in compliance with all of its investment policies and
restrictions. At the Closing, Daily Cash Fund shall deliver to Money Market
Trust two copies of a list setting forth the securities then owned by Daily Cash
Fund. Promptly after the Closing, Daily Cash Fund shall provide Money Market
Trust a list setting forth the respective federal income tax bases thereof.
8. Portfolio securities or written evidence acceptable to Money Market
Trust of record ownership thereof by The Depository Trust Company or through the
Federal Reserve Book Entry System or any other depository approved by Daily Cash
Fund pursuant to Rule 17f-4 and Rule 17f-5 under the Act shall be endorsed and
delivered, or transferred by appropriate transfer or assignment documents, by
Daily Cash Fund on the Closing Date to Money Market Trust, or at its direction,
to its custodian bank, in proper form for transfer in such condition as to
constitute good delivery thereof in accordance with the custom of brokers and
shall be accompanied by all necessary state transfer stamps, if any. The cash
delivered shall be in the form of certified or bank cashiers' checks or by bank
wire or intra-bank transfer payable to the order of Money Market Trust for the
account of Money Market Trust. Shares of Money Market Trust representing the
number of shares of Money Market Trust being delivered against the assets of
Daily Cash Fund, registered in the name of Daily Cash Fund, shall be transferred
to Daily Cash Fund on the Closing Date. Such shares shall thereupon
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be assigned by Daily Cash Fund to its shareholders so that the shares of Money
Market Trust may be distributed as provided in Section 5.
If, at the Closing Date, Daily Cash Fund is unable to make delivery under
this Section 8 to Money Market Trust of any of its portfolio securities or cash
for the reason that any of such securities purchased by Daily Cash Fund, or the
cash proceeds of a sale of portfolio securities, prior to the Closing Date have
not yet been delivered to it or Daily Cash Fund's custodian, then the delivery
requirements of this Section 8 with respect to said undelivered securities or
cash will be waived and Daily Cash Fund will deliver to Money Market Trust by or
on the Closing Date and with respect to said undelivered securities or cash
executed copies of an agreement or agreements of assignment in a form reasonably
satisfactory to Money Market Trust, together with such other documents,
including a due bill or due bills and brokers' confirmation slips as may
reasonably be required by Money Market Trust.
9. Money Market Trust shall not assume the liabilities (except for
portfolio securities purchased which have not settled and for shareholder
redemption and dividend checks outstanding) of Daily Cash Fund, but Daily Cash
Fund will, nevertheless, use its best efforts to discharge all known
liabilities, so far as may be possible, prior to the Closing Date. The cost of
printing and mailing the proxies and proxy statements will be borne by Daily
Cash Fund. Daily Cash Fund and Money Market Trust will bear the cost of their
respective tax opinions, or, if a single tax opinion is issued to the parties,
Daily Cash Fund and Money Market Trust will share equally the cost of such tax
opinion. Any documents such as existing prospectuses or annual reports that are
included in that mailing will be a cost of the fund issuing the document. Any
other out-of-pocket expenses of Money Market Trust and Daily Cash Fund
associated with this reorganization, including legal, accounting and transfer
agent expenses, will be borne by Daily Cash Fund and Money Market Trust,
respectively, in the amounts so incurred by each.
10. The obligations of Money Market Trust hereunder shall be subject to
the following conditions:
A. The Board of Directors of Daily Cash Fund shall have
authorized the execution of the Agreement, and the shareholders of
Daily Cash Fund shall have approved the Agreement and the
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transactions contemplated thereby, including, but not limited to, dissolution of
Daily Cash Fund, and Daily Cash Fund shall have furnished to Money Market Trust
copies of resolutions to that effect certified by the Secretary or an Assistant
Secretary of Daily Cash Fund; such shareholder approval shall have been by the
affirmative vote of a majority of the total number of shares of Daily Cash Fund
outstanding and entitled to vote thereon at a meeting for which proxies have
been solicited by the Proxy Statement and Prospectus (as hereinafter defined).
B. Money Market Trust shall have received an opinion dated the
Closing Date of counsel to Daily Cash Fund, to the effect that (i) Daily Cash
Fund is a corporation duly organized, validly existing and in good standing
under the laws of the State of Maryland with full powers to carry on its
business as described in its Articles of Incorporation and as then being
conducted and to enter into and perform the Agreement subject to usual and
customary qualifications (Maryland counsel may be relied upon for this opinion);
and (ii) that all action necessary to make the Agreement, according to its
terms, valid, binding and enforceable on Daily Cash Fund and to authorize
effectively the transactions contemplated by the Agreement have been taken by
Daily Cash Fund subject to usual and customary qualifications.
C. The representations and warranties of Daily Cash Fund
contained herein shall be true and correct at and as of the Closing Date, and
Money Market Trust shall have been furnished with a certificate of the
President, or a Vice President, or the Secretary or the Assistant Secretary or
the Treasurer of Daily Cash Fund, dated the Closing Date, to that effect.
D. On the Closing Date, Daily Cash Fund shall have furnished
to Money Market Trust a certificate of the Treasurer or Assistant Treasurer of
Daily Cash Fund as to the amount of the capital loss carry-over and net
unrealized appreciation or depreciation, if any, with respect to Daily Cash Fund
as of the Closing Date.
E. The Cash Reserve shall not exceed 10% of the value of the
net assets, nor 30% in value of the gross assets, of Daily Cash Fund at the
close of business on the Valuation Date.
F. A Registration Statement on Form N-14 filed by Money Market
Trust under the Securities Act of 1933, as amended (the "1933 Act"), containing
a preliminary form of the Proxy Statement
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and Prospectus, shall have become effective under the 1933 Act not later than
December 31,1997.
G. On the Closing Date, Money Market Trust shall have received
a letter of Andrew J. Donohue or other senior executive officer of Centennial
Asset Management Corporation acceptable to Money Market Trust, stating that
nothing has come to his or her attention which in his or her judgment would
indicate that as of the Closing Date there were any material actual or
contingent liabilities of Daily Cash Fund arising out of litigation brought
against Daily Cash Fund or claims asserted against it, or pending or to the best
of his or her knowledge threatened claims or litigation not reflected in or
apparent from the most recent audited financial statements and footnotes thereto
of Daily Cash Fund delivered to Money Market Trust. Such letter may also include
such additional statements relating to the scope of the review conducted by such
person and his or her responsibilities and liabilities as are not unreasonable
under the circumstances.
H. Money Market Trust shall have received an opinion, dated as
of the Closing Date, of Deloitte & Touche LLP, to the same effect as the opinion
contemplated by Section 11.E of the Agreement.
I. Money Market Trust shall have received at the closing all
of the assets of Daily Cash Fund to be conveyed hereunder, which assets shall be
free and clear of all liens, encumbrances, security interests, restrictions and
limitations whatsoever.
11. The obligations of Daily Cash Fund hereunder shall be subject to
the following conditions:
A. The Board of Trustees of Money Market Trust shall have
authorized the execution of the Agreement, and the transactions contemplated
thereby, and Money Market Trust shall have furnished to Daily Cash Fund copies
of resolutions to that effect certified by the Secretary or an Assistant
Secretary of Money Market Trust.
B. Daily Cash Fund's shareholders shall have approved the
Agreement and the transactions contemplated hereby, by an affirmative vote of
the percentage of shares required by applicable Maryland law and Daily Cash
Fund's charter documents, and Daily Cash Fund shall have furnished Money Market
Trust copies of
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resolutions to that effect certified by the Secretary or an Assistant Secretary
of Daily Cash Fund.
C. Daily Cash Fund shall have received an opinion dated as of
the Closing Date of counsel to Money Market Trust, to the effect that (i) Money
Market Trust is a business trust duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts with full powers to
carry on its business as described in its Declaration of Trust and as then being
conducted and to enter into and perform the Agreement subject to usual and
customary qualifications (Massachusetts counsel may be relied upon for this
opinion); (ii) all action necessary to make the Agreement, according to its
terms, valid, binding and enforceable upon Money Market Trust and to authorize
effectively the transactions contemplated by the Agreement have been taken by
Money Market Trust subject to usual and customary qualifications, and (iii) the
shares of Money Market Trust to be issued hereunder are duly authorized and when
issued will be validly issued, fully-paid and non-assessable, except as set
forth in Money Market Trust's then current Prospectus and Statement of
Additional Information. Massachusetts counsel may be relied upon for this
opinion.
D. The representations and warranties of Money Market Trust
contained herein shall be true and correct at and as of the Closing Date, and
Daily Cash Fund shall have been furnished with a certificate of the President, a
Vice President or the Secretary or an Assistant Secretary or the Treasurer of
Money Market Trust to that effect dated the Closing Date.
E. Daily Cash Fund shall have received an opinion of Deloitte
& Touche LLP to the effect that the Federal tax consequences of the transaction,
if carried out in the manner outlined in this Plan of Reorganization and in
accordance with (i) Daily Cash Fund's representation that there is no plan or
intention by any Fund shareholder who owns 5% or more of Daily Cash Fund's
outstanding shares, and, to Daily Cash Fund's best knowledge, there is no plan
or intention on the part of the remaining Fund shareholders, to redeem, sell,
exchange or otherwise dispose of a number of Money Market Trust shares received
in the transaction that would reduce Daily Cash Fund shareholders' ownership of
Money Market Trust shares to a number of shares having a value, as of the
Closing Date, of less than 50% of the value of all of the formerly outstanding
Fund shares as of the same date, and (ii) the representation by each of Daily
Cash Fund and Money Market Trust
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that, as of the Closing Date, Daily Cash Fund and Money Market Trust will
qualify as regulated investment companies or will meet the diversification test
of Section 368(a)(2)(F)(ii) of the Code, will be as follows:
1. e transactions contemplated by the Agreement
will qualify as a tax-free "reorganization" within the meaning of Section
368(a)(1) of the Code, and under the regulations promulgated thereunder.
2. Daily Cash Fund and Money Market Trust will
each qualify as a "party to a reorganization" within the meaning of
Section 368(b)(2) of the Code.
3. No gain or loss will be recognized by the
shareholders of Daily Cash Fund upon the distribution of shares of beneficial
interest in Money Market Trust to the shareholders of Daily Cash Fund pursuant
to Section 354 of the Code.
4. Under Section 361(a) of the Code no gain or
loss will be recognized by Daily Cash Fund by reason of the transfer of
substantially all its assets in exchange for shares of Money Market Trust.
5. der Section 1032 of the Code no gain or loss
will be recognized by Money Market Trust by reason of the transfer of
substantially all Daily Cash Fund's assets in exchange for shares of Money
Market Trust and Money Market Trust's assumption of certain liabilities of Daily
Cash Fund.
6. he shareholders of Daily Cash Fund will have
the same tax basis and holding period for the shares of beneficial interest in
Money Market Trust that they receive as they had for Daily Cash Fund shares that
they previously held, pursuant to Section 358(a) and 1223(1), respectively, of
the Code.
7. he securities transferred by Daily Cash Fund
to Money Market Trust will have the same tax basis and holding period in the
hands of Money Market Trust as they had for Daily Cash Fund, pursuant to Section
362(b) and 1223(1), respectively, of the Code.
F. The Cash Reserve shall not exceed 10% of the value of the
net assets, nor 30% in value of the gross assets, of Daily Cash Fund at the
close of business on the Valuation Date.
A-9
<PAGE>
G. A Registration Statement on Form N-14 filed by Money Market
Trust under the 1933 Act, containing a preliminary form of the Proxy Statement
and Prospectus, shall have become effective under the 1933 Act not later than
December 31, 1997.
H. On the Closing Date, Daily Cash Fund shall have received a
letter of Andrew J. Donohue or other senior executive officer of Centennial
Asset Management Corporation acceptable to Daily Cash Fund, stating that nothing
has come to his or her attention which in his or her judgment would indicate
that as of the Closing Date there were any material actual or contingent
liabilities of Money Market Trust arising out of litigation brought against
Money Market Trust or claims asserted against it, or pending or, to the best of
his or her knowledge, threatened claims or litigation not reflected in or
apparent by the most recent audited financial statements and footnotes thereto
of Money Market Trust delivered to Daily Cash Fund. Such letter may also include
such additional statements relating to the scope of the review conducted by such
person and his or her responsibilities and liabilities as are not unreasonable
under the circumstances.
I. Daily Cash Fund shall acknowledge receipt of the
shares of Money Market Trust.
12. Daily Cash Fund hereby represents and warrants that:
A. The financial statements of Daily Cash Fund at December 31,
1996 (audited) as heretofore furnished to Money Market Trust, present fairly the
financial position, results of operations, and changes in net assets of Daily
Cash Fund as of that date, in conformity with generally accepted accounting
principles applied on a basis consistent with the preceding year; and that from
December 31, 1996 through the date hereof there have not been, and through the
Closing Date there will not be, any material adverse change in the business or
financial condition of Daily Cash Fund, it being agreed that a decrease in the
size of Daily Cash Fund due to a diminution in the value of its portfolio and/or
redemption of its shares shall not be considered a material adverse change;
B. Contingent upon approval of the Agreement and the
transactions contemplated thereby by Daily Cash Fund's shareholders, Daily Cash
Fund has authority to transfer all of the assets of Daily Cash Fund to be
conveyed hereunder free and clear of all liens, encumbrances, security
interests, restrictions and
A-10
<PAGE>
limitations whatsoever;
C. The Prospectus, as amended and supplemented, contained in
Daily Cash Fund's Registration Statement under the 1933 Act, as amended, is
true, correct and complete, conforms to the requirements of the 1933 Act and
does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading. The Registration Statement, as amended, was, as of the
date of the filing of the last Post-Effective Amendment, true, correct and
complete, conformed to the requirements of the 1933 Act and did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
D. There is no material contingent liability of Daily Cash
Fund and no material claim and no material legal, administrative or other
proceedings pending or, to the knowledge of Daily Cash Fund, threatened against
Daily Cash Fund, not reflected in such Prospectus;
E. With the exception of this Agreement there are no
material contracts outstanding to which Daily Cash Fund is a party
other than those ordinary in the conduct of its business;
F. Daily Cash Fund is a corporation duly organized, validly
existing and in good standing under the laws of the state of Maryland; and has
all necessary and material Federal and state authorizations to own all of its
assets and to carry on its business as now being conducted; and Daily Cash Fund
is duly registered under the Act and such registration has not been rescinded or
revoked and is in full force and effect;
G. All Federal and other tax returns and reports of Daily Cash
Fund required by law to be filed have been filed, and all Federal and other
taxes shown due on said returns and reports have been paid or provision shall
have been made for the payment thereof and to the best of the knowledge of Daily
Cash Fund no such return is currently under audit and no assessment has been
asserted with respect to such returns and to the extent such tax returns with
respect to the taxable year of Daily Cash Fund ended December 31, 1996 have not
been filed, such returns will be filed when required and the amount of tax shown
as due thereon shall be paid when due; and
A-11
<PAGE>
H. Daily Cash Fund has elected to be treated as a regulated
investment company and, for each fiscal year of its operations, Daily Cash Fund
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and Daily Cash Fund intends to meet
such requirements with respect to its current taxable year.
13. Money Market Trust hereby represents and warrants that:
A. The financial statements of Money Market Trust at December
31, 1996(unaudited) as heretofore furnished to Daily Cash Fund, present fairly
the financial position, results of operations, and changes in net assets of
Money Market Trust, as of that date, in conformity with generally accepted
accounting principles applied on a basis consistent with the preceding year; and
that from June 30, 1996 through the date hereof there have not been, and through
the Closing Date there will not be, any material adverse changes in the business
or financial condition of Money Market Trust, it being understood that a
decrease in the size of Money Market Trust due to a diminution in the value of
its portfolio and/or redemption of its shares shall not be considered a material
or adverse change;
B. The Prospectus, as amended and supplemented, contained in
Money Market Trust's Registration Statement under the 1933 Act, is true, correct
and complete, conforms to the requirements of the 1933 Act and does not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The Registration Statement, as amended, was, as of the date of the
filing of the last Post-Effective Amendment, true, correct and complete,
conformed to the requirements of the 1933 Act and did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
C. There is no material contingent liability of Money Market
Trust and no material claim and no material legal, administrative or other
proceedings pending or, to the knowledge of Money Market Trust, threatened
against Money Market Trust, not reflected in such Prospectus;
D. With the exception of this Agreement, there are no
material contracts outstanding to which Money Market Trust is a
party other than those ordinary in the conduct of its business;
A-12
<PAGE>
E. Money Market Trust is a business trust duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts; has all necessary and material Federal and state authorizations
to own all its properties and assets and to carry on its business as now being
conducted; the shares of Money Market Trust which it issues to Daily Cash Fund
pursuant to the Agreement will be duly authorized, validly issued, fully-paid
and non-assessable, except as otherwise set forth in Money Market Trust's
Registration Statement; and will conform to the description thereof contained in
Money Market Trust's Registration Statement, will be duly registered under the
1933 Act and in the states where registration is required; and Money Market
Trust is duly registered under the Act and such registration has not been
revoked or rescinded and is in full force and effect;
F. All Federal and other tax returns and reports of Money
Market Trust required by law to be filed have been filed, and all Federal and
other taxes shown due on said returns and reports have been paid or provision
shall have been made for the payment thereof and to the best of the knowledge of
Money Market Trust no such return is currently under audit and no assessment has
been asserted with respect to such returns and to the extent such tax returns
with respect to the taxable year of Money Market Trust ended June 30, 1997 have
not been filed, such returns will be filed when required and the amount of tax
shown as due thereon shall be paid when due;
G. Money Market Trust has elected to be treated as a regulated
investment company and, for each fiscal year of its operations, Money Market
Trust has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and Money Market Trust intends to
meet such requirements with respect to its current taxable year;
H. Money Market Trust has no plan or intention (i) to dispose
of any of the assets transferred by Daily Cash Fund, other than in the ordinary
course of business, or (ii) to redeem or reacquire any of the shares issued by
it in the reorganization other than pursuant to valid requests of shareholders;
and
I. After consummation of the transactions contemplated by the
Agreement, Money Market Trust intends to operate its business in a substantially
unchanged manner.
14. Each party hereby represents to the other that no broker
A-13
<PAGE>
or finder has been employed by it with respect to the Agreement or the
transactions contemplated hereby. Each party also represents and warrants to the
other that the information concerning it in the Proxy Statement and Prospectus
will not as of its date contain any untrue statement of a material fact or omit
to state a fact necessary to make the statements concerning it therein not
misleading and that the financial statements concerning it will present the
information shown fairly in accordance with generally accepted accounting
principles applied on a basis consistent with the preceding year. Each party
also represents and warrants to the other that the Agreement is valid, binding
and enforceable in accordance with its terms and that the execution, delivery
and performance of the Agreement will not result in any violation of, or be in
conflict with, any provision of any charter, by-laws, contract, agreement,
judgment, decree or order to which it is subject or to which it is a party.
Money Market Trust hereby represents to and covenants with Daily Cash Fund that,
if the reorganization becomes effective, Money Market Trust will treat each
shareholder of Daily Cash Fund who received any of Money Market Trust's shares
as a result of the reorganization as having made the minimum initial purchase of
shares of Money Market Trust received by such shareholder for the purpose of
making additional investments in shares of Money Market Trust, regardless of the
value of the shares of Money Market Trust received.
15. Money Market Trust agrees that it will prepare and file a
Registration Statement on Form N-14 under the 1933 Act which shall contain a
preliminary form of proxy statement and prospectus contemplated by Rule 145
under the 1933 Act. The final form of such proxy statement and prospectus is
referred to in the Agreement as the "Proxy Statement and Prospectus." Each party
agrees that it will use its best efforts to have such Registration Statement
declared effective and to supply such information concerning itself for
inclusion in the Proxy Statement and Prospectus as may be necessary or desirable
in this connection. Daily Cash Fund covenants and agrees to deregister as an
investment company under the Investment Company Act of 1940, as amended, as soon
as practicable and to cause the cancellation of its outstanding shares at the
Closing.
16. The obligations of the parties, their respective trustees,
directors, officers, agents or others acting on their behalf under the Agreement
shall be subject to the right of either party to abandon and terminate the
Agreement for any reason and there shall be no liability for damages or other
recourse available
A-14
<PAGE>
to a party not so terminating the Agreement, provided, however, that in the
event that a party shall terminate this Agreement without reasonable cause, the
party so terminating shall, upon demand, reimburse the party not so terminating
for all expenses, including reasonable out-of-pocket expenses and fees incurred
in connection with this Agreement.
17. The Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all taken together shall constitute one
Agreement. The rights and obligations of each party pursuant to the Agreement
shall not be assignable.
18. All prior or contemporaneous agreements and representations are
merged into the Agreement, which constitutes the entire contract between the
parties hereto. No amendment or modification hereof shall be of any force and
effect unless in writing and signed by the parties and no party shall be deemed
to have waived any provision herein for its benefit unless it executes a written
acknowledgment of such waiver.
19. Daily Cash Fund understands that the obligations of Money Market
Trust under the Agreement are not binding upon any Trustee or shareholder of
Money Market Trust personally, but bind only Money Market Trust and Money Market
Trust's property. Daily Cash Fund represents that it has notice of the
provisions of the Declaration of Trust of Money Market Trust disclaiming
shareholder and Trustee liability for acts or obligations of Money Market Trust.
IN WITNESS WHEREOF, each of the parties has caused the Agreement to be
executed and attested by its officers thereunto duly authorized on the date
first set forth above.
Centennial Money Market Trust
By: ____________________________________
Andrew J. Donohue, Vice President
Daily Cash Accumulation Fund, Inc.
By: _____________________________________
George Bowen, Vice President
A-15
<PAGE>
EXHIBIT B
DAILY CASH ACCUMULATION FUND, INC.
AVERAGE ANNUAL TOTAL RETURNS AT JUNE 30, 1997(1)
1 Year 3 Years 5 Years 10 Years
------ ------- -------- ---------
4.96% 5.05% 4.20% 5.63%
CENTENNIAL MONEY MARKET TRUST
AVERAGE ANNUAL TOTAL RETURNS AT JUNE 30, 1997(1)
1 Year 3 Years 5 Years 10 Years
------ ------- -------- ---------
4.97% 5.10% 4.20% 5.58%
(1) Reflects waiver of advisory fees and reimbursements and/or waivers of
expenses. Without such reimbursements and/or waiver, the average annual total
return during the period would have been lower.
B-1
<PAGE>
PRELIMINARY COPY
Daily Cash Accumulation Fund, Inc.
Proxy for Special Shareholders Meeting To Be Held November 18, 1997
Your shareholder vote is important!
Your prompt response can save your Fund the expense of another mailing.
Please mark your proxy on the reverse side, date and sign it, and return it
promptly in the accompanying envelope, which requires no postage if mailed in
the United States.
Please detach at perforation before mailing.
Daily Cash Accumulation Fund, Inc.
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD NOVEMBER 18, 1997
The undersigned shareholder of Daily Cash Accumulation Fund, Inc.(the "Fund"),
does hereby appoint Robert Bishop, George C. Bowen, Andrew J. Donohue and Scott
Farrar, and each of them, as attorneys-in-fact and proxies of the undersigned,
with full power of substitution, to attend the Special Meeting of the
Shareholders of the Fund to be held on November 18, 1997, at 6803 South Tucson
Way, Englewood, Colorado 80112 at 10:00 A.M., Denver time, and at all
adjournments thereof, and to vote the shares held in the name of the undersigned
on the record date for said meeting on the Proposal specified on the reverse
side. Said attorneys-in-fact shall vote in accordance with their best judgment
as to any other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, WHO RECOMMENDS
A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. THE SHARES
REPRESENTED HEREBY WILL BE VOTED AS INDICATED ON THE REVERSE SIDE
OR FOR IF NO CHOICE IS INDICATED.
Please mark your proxy, date and sign it on the reverse side and return it
promptly in the accompanying envelope, which requires no postage if mailed in
the United States.
(Over)
140
<PAGE>
Daily Cash Accumulation Fund, Inc.
Proxy for Special Shareholders Meeting To Be Held November 18, 1997
Your shareholder vote is important!
Your prompt response can save your Fund money. Please vote, sign and mail your
proxy ballot (this card) in the enclosed postage-paid envelope today, no matter
how many shares you own. A majority of the Fund's shares must be represented in
person or by proxy. Please vote your proxy so your Fund can avoid the expense of
another mailing.
Please detach at perforation before mailing.
The Proposal: To approve an Agreement and Plan of Reorganization between the
Fund and Centennial Money Market Trust ("Money Market Trust"), and the
transactions contemplated thereby, including (a) the transfer of substantially
all the assets of the Fund in exchange for shares of Money Market Trust, (b) the
distribution of such shares to the shareholders of the Fund in complete
liquidation of the Fund, (c) the de-registration of the Fund as an investment
company under the Investment Company Act of 1940, as amended, and (d) the
dissolution of the Fund and the cancellation of the outstanding shares of the
Fund.
o FOR o AGAINST o ABSTAIN
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY. When signing as
custodian, attorney, executor, administrator, trustee, etc., please give your
full title as such. All joint owners should sign this proxy. If the account is
registered in the name of a corporation, partnership or other entity, a duly
authorized individual must sign on its behalf and give his or her title.
Dated: ___________________________, 1997
(Month) (Day)
---------------------------------------
Signature(s)
---------------------------------------
Signature(s)
Please read both sides of this ballot
140
<PAGE>
CENTENNIAL MONEY MARKET TRUST
6803 South Tucson Way
Englewood, Colorado 80112
1-800-525-7048
STATEMENT OF ADDITIONAL INFORMATION
October 1, 1997
-----------------------------------
This Statement of Additional Information of Centennial Money Market Trust (the
"Registrant") consists of this cover page and the following documents:
1. Statement of Additional Information of Registrant dated November 1, 1996
2. Prospectus of Daily Cash Accumulation Fund, Inc. dated April 25, 1997, as
supplemented August 14, 1997
3. Statement of Additional Information of Daily Cash Accumulation Fund, Inc.
dated April 25, 1997, as revised May 12, 1997
4. Annual Report of Registrant as of June 30, 1997
5. Annual Report of Daily Cash Accumulation Fund, Inc. as of December 31, 1996
6. Semiannual Report of Daily Cash Accumulation Fund, Inc. as of December 31,
1996
7. Pro Forma Financial Statements, including Pro Forma Statement of
Investments: Daily Cash Accumulation Fund, Inc. into the Registrant
This Statement of Additional Information (the "Additional Statement") is not a
Prospectus. This Additional Statement should be read in conjunction with the
Proxy Statement and Prospectus of the Registrant dated October 1, 1997, which
may be obtained by written request to Shareholder Services, Inc. P.O. Box 5143,
Denver, Colorado 80217, or by calling at the toll-free number shown above.
<PAGE>
Centennial Money Market Trust
3410 South Galena Street, Denver, Colorado 80231
1-800-525-9310
Statement of Additional Information dated November 1, 1996
This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Trust and supplements
information in the Prospectus dated November 1, 1996. It should be read together
with the Prospectus which may be obtained by writing to the Trust's Transfer
Agent, Shareholder Services, Inc. at P.O. Box 5143, Denver, Colorado 80217- 5143
or by calling the Transfer Agent at the toll-free number shown above.
Contents Page
Investment Objective and Policies...........................................2
Other Investment Restrictions...............................................4
Appendix
Trustees and Officers.................................................A-1
Investment Management Services........................................A-5
Service Plan..........................................................A-8
Purchase, Redemption and Pricing of Shares............................A-10
Exchange of Shares....................................................A-11
Yield Information.....................................................A-13
Additional Information................................................A-14
Independent Auditors' Report..........................................A-16
Financial Statements..................................................A-17
Exhibit A: Description of Securities Ratings........................A-37
Exhibit B: Industry Classifications.................................A-42
Exhibit C: Automatic Withdrawal Plan Provisions.....................A-43
-1-
<PAGE>
Investment Objective and Policies
Investment Policies and Strategies. The investment objective and policies of the
Trust are described in the Prospectus. Set forth below is supplemental
information about those policies. Certain capitalized terms used in this
Statement of Additional Information are defined in the Prospectus.
The Trust will not make investments with the objective of seeking
capital growth. However, the value of the securities held by the Trust may be
affected by changes in general interest rates. Because the current value of debt
securities varies inversely with changes in prevailing interest rates, if
interest rates increase after a security is purchased, that security would
normally decline in value. Conversely, should interest rates decrease after a
security is purchased, its value would rise. However, those fluctuations in
value will not generally result in realized gains or losses to the Trust since
the Trust does not usually intend to dispose of securities prior to their
maturity. A debt security held to maturity is redeemable by its issuer at full
principal value plus accrued interest. To a limited degree, the Trust may engage
in short-term trading to attempt to take advantage of short-term market
variations, or may dispose of a portfolio security prior to its maturity if, on
the basis of a revised credit evaluation of the issuer or other considerations,
the Trust believes such disposition advisable or it needs to generate cash to
satisfy redemptions. In such cases, the Trust may realize a capital gain or
loss.
Bank Obligations. The Trust may invest in the bank obligations described in the
Prospectus. In addition, the Trust may invest in certificates of deposit of
$100,000 or less of a domestic bank, regardless of asset size, if such
certificate of deposit is fully insured as to principal by the Federal Deposit
Insurance Corporation. At no time will the Trust hold more than one certificate
of deposit from any such bank. Because of the limited marketability of such
certificates of deposit, no more than 10% of the Trust's net assets will be
invested in certificates of deposit of $100,000 or less of a bank having total
assets less than $1 billion.
U.S. Government Securities. Obligations of certain U.S. Government agencies and
instrumentalities may not be guaranteed or supported by the full faith and
credit of the United States. Some obligations are backed only by the right of
the issuer to borrow from the U.S. Treasury; others by discretionary authority
of the U.S. Government to purchase the agency's obligations; while still others
are supported only by the credit of the instrumentality. In the case of
securities not backed by the full faith and credit of the United States, the
Trust must look to the agency issuing or guaranteeing the obligation for
repayment and may not be able to assert a claim against the United States if the
agency does not meet its commitments. The Trust will invest in securities of
such instrumentalities only when the Trust's investment manager, Centennial
Asset Management Corporation (the "Manager"), is satisfied that the credit risk
with respect to the instrumentality is minimal.
Floating Rate/Variable Rate Obligations. The Trust may invest in instruments
with floating or variable interest rates. The interest rate on a floating rate
obligation is based on a stated prevailing market rate, such as a bank's prime
rate, the 91-day U.S. Treasury Bill rate, the rate of return on commercial paper
or bank certificates of deposit, or some other standard, and is adjusted
-2-
<PAGE>
automatically each time such market rate is adjusted. The interest rate on a
floating rate demand note is based on a stated prevailing market rate, such as
the PSA Municipal Swap Index or the J.J. Kenney Index, or some other standard,
and is adjusted automatically each time such rate is adjusted. The interest rate
on a variable rate demand note is also bases on a stated prevailing market rate
but is adjusted automatically at a specified interval of no less than one year.
Some variable rate or floating rate obligations in which the Trust may invest
have a demand feature entitling the holder to demand payment at an amount
approximately equal to amortized cost or the principal amount thereof plus
accrued interest at any time, or at specified intervals not exceeding one year.
These notes may or may not be backed by bank letters of credit. Variable rate
demand notes may include master demand notes discussed below. The Manager, on
behalf of the Trust, will consider on an ongoing basis the creditworthiness of
the issuers of the floating and variable rate obligations in the Trust's
portfolio.
Master Demand Notes. A master demand note is a corporate obligation that permits
the investment of fluctuating amounts by the Trust at varying rates of interest
pursuant to direct arrangements between the Trust, as lender, and the corporate
borrower that issues the note. These notes permit daily changes in the amounts
borrowed. The Trust has the right to increase the amount under the note at any
time up to the full amount provided by the note agreement, or to decrease the
amount, and the borrower may repay up to the full amount of the note at any time
without penalty. Because variable amount master demand notes are direct lending
arrangements between the lender and the borrower, it is not generally
contemplated that such instruments will be traded. There is no secondary market
for these notes, although they are redeemable and thus immediately repayable by
the borrower at face value, plus accrued interest, at any time. Accordingly, the
Trust's right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. In evaluating the master demand note
arrangements, the Manager considers the earning power, cash flow, and other
liquidity ratios of the issuer. Master demand notes are not typically rated by
credit rating agencies. If they are not rated, the Trust may invest in them only
if, at the time of an investment, they are Eligible Securities. The Manager will
continuously monitor the borrower's financial ability to meet all of its
obligations because the Trust's liquidity might be impaired if the borrower were
unable to pay principal and interest on demand.
Repurchase Agreements. In a repurchase transaction, the Trust acquires a
security from, and simultaneously resells it to, an approved vendor (a U.S.
commercial bank or the U.S. branch of a foreign bank having total domestic
assets of at least $1 billion or a broker-dealer with a net capital of at least
$50 million and which has been designated a primary dealer in government
securities). The resale price exceeds the purchase price by an amount that
reflects an agreed-upon interest rate effective for the period during which the
repurchase agreement is in effect. The majority of these transactions run from
day to day, and delivery pursuant to the resale typically will occur within one
to five days of the purchase. Repurchase agreements are considered "loans" under
the Investment Company Act, collateralized by the underlying security. The
Trust's repurchase agreements require that at all times while the repurchase
agreement is in effect, the value of the collateral must equal or exceed the
repurchase price to fully collateralize the repayment obligation. Additionally,
the Manager will impose creditworthiness requirements to confirm that the vendor
is financially sound and will continuously monitor the collateral's value.
-3-
<PAGE>
Loans of Portfolio Securities. To attempt to increase its income for liquidity
purposes, the Trust may lend its portfolio securities to qualified borrowers
(other than in repurchase transactions) if the loan is collateralized in
accordance with applicable regulatory requirements, and if, after any loan, the
value of the securities loaned does not exceed 25% of the value of the Trust's
total assets. The Trust will not enter into any securities lending agreements
having a duration of greater than one year. Any securities received as
collateral for a loan must mature in twelve months or less. The Trust presently
does not intend that the value of securities loaned will exceed 5% of the value
of the Trust's net assets in the coming year.
Under applicable regulatory requirements (which are subject to change),
the loan collateral must, on each business day, at least equal the market value
of the loaned securities and must consist of cash, bank letters of credit or
U.S. Government Securities or other cash equivalents which the Fund is permitted
to purchase. To be acceptable as collateral, letters of credit must obligate a
bank to pay amounts demanded by the Trust if the demand meets the terms of the
letter. The Trust receives an amount equal to the dividends or interest on
loaned securities and also receives one or more of (a) negotiated loan fees, (b)
interest on securities used as collateral, or (c) interest on short-term debt
securities purchased with such loan collateral; either type of interest may be
shared with the borrower. The Trust may also pay reasonable finder's, custodian
and administrative fees and will not lend its portfolio securities to any
officer, trustee, employee or affiliate of the Trust or the Manager. The terms
of the Trust's loans must meet applicable tests under the Internal Revenue Code
and permit the Trust to reacquire loaned securities on five days' notice or in
time to vote on any important matter.
Ratings of Securities. The prospectus describes "Eligible Securities" in which
the Trust may invest and indicates that if a security's rating is downgraded,
the Manager and/or the Board may have to reassess the security's credit risks.
If a security has ceased to be a First Tier Security, the Manager will promptly
reassess whether the security continues to present "minimal credit risks." If
the Manager becomes aware that any Rating Organization has downgraded its rating
of a Second Tier Security or rated an unrated security below its second highest
rating category, the Trust's Board of Trustees shall promptly reassess whether
the security presents minimal credit risks and whether it is in the best
interests of the Trust to dispose of it. If a security is in default, or ceases
to be an Eligible Security, or is determined no longer to present minimal credit
risks, the Board must determine whether it would be in the best interests of the
Trust to dispose of the security. In each of the foregoing instances, Board
action is not required if the Trust disposes of the security within five days of
the Manager learning of the downgrade, in which event the Manager will provide
the Board with subsequent notice of such downgrade. The Rating Organizations
currently designated as such by the Securities and Exchange Commission ("SEC")
are Standard & Poor's Corporation, Moody's Investors Service, Inc., Fitch
Investors Services, Inc., Duff and Phelps, Inc., IBCA Limited and its affiliate,
IBCA, Inc., and Thomson BankWatch, Inc. A description of the ratings categories
of those Rating Organizations is contained in Exhibit A.
Other Investment Restrictions
The Trust's significant investment restrictions are described in the Prospectus.
The following investment restrictions are also fundamental investment policies
and, together with the fundamental
-4-
<PAGE>
policies and restrictions described in the Prospectus, cannot be changed without
the vote of a "majority" of the Trust's outstanding shares. Under the Investment
Company Act, such a "majority" vote is defined as the vote of the holders of the
lesser of: (i) 67% or more of the shares present or represented by proxy at a
shareholder's meeting, if the holders of more than 50% of the outstanding shares
are present or represented by proxy, or (ii) more than 50% of the outstanding
shares. Under these additional restrictions, the Trust cannot: (1) invest in
commodities or commodity contracts or invest in interests in oil, gas or other
mineral exploration or mineral development programs; (2) invest in real estate;
however the Trust may purchase debt securities issued by companies which invest
in real estate or interests therein; (3) purchase securities on margin or make
short sales of securities; (4) invest in or hold securities of any issuer if
those officers and Trustees of the Trust or the Manager who beneficially own
individually more than 0.5% of the securities of such issuer together own more
than 5% of the securities of such issuer; (5) underwrite securities of other
companies; or (6) invest in securities of other investment companies, except in
connection with a consolidation or merger.
For purposes of the Trust's policy not to concentrate in securities of
issuers as described in the investment restrictions listed in the Prospectus,
the Trust has adopted the industry classification set forth in Exhibit B to this
Statement of Additional Information. This is not a fundamental policy.
-5-
<PAGE>
APPENDIX
This Appendix is part of the Statement of Additional Information of Centennial
Money Market Trust ("Money Market Trust"), Centennial Tax Exempt Trust ("Tax
Exempt Trust") and Centennial Government Trust ("Government Trust"), each of
which is referred to in this Appendix individually as a "Trust" and collectively
are referred to as the "Trusts." Unless otherwise indicated, the information in
this Appendix applies to each Trust.
Trustees and Officers
The Trustees and officers of the Trusts and their principal business
affiliations and occupations during the past five years are listed below. All
Trustees are Trustees of each of the Trusts. The Trustees are also trustees,
directors, or managing general partners of Centennial America Fund, L.P.,
Centennial California Tax Exempt Trust, Centennial New York Tax Exempt Trust,
Daily Cash Accumulation Fund, Inc., Oppenheimer Cash Reserves, Oppenheimer
Champion Income Fund, Oppenheimer Equity Income Fund, Oppenheimer High Yield
Fund, Oppenheimer Integrity Funds, Oppenheimer International Bond Fund,
Oppenheimer Limited-Term Government Fund, Oppenheimer Main Street Funds, Inc.,
Oppenheimer Municipal Fund, Oppenheimer Strategic Income Fund, Oppenheimer
Strategic Income & Growth Fund, Oppenheimer Total Return Fund, Inc.,
Oppenheimer Total Return Fund, Inc. Capital Accumulation Plan, Oppenheimer
Variable Account Funds, Panorama Series Fund, Inc. and The New York Tax Exempt
Income Fund, Inc. (all of the foregoing funds are collectively referred to as
the "Denver Oppenheimer funds") except for Mr. Fossel and Ms. Macaskill, who
are Trustees, Directors or Managing Partners of all the Denver-based
Oppenheimer funds except Oppenheimer Integrity Funds, Oppenheimer Strategic
Income Fund, Oppenheimer Variable Account Funds and Panorama Series Fund Inc.
Mr. Fossel is also not a trustee of Centennial New York Tax Exempt Trust and he
is not a Managing General Partner of Centennial America Fund, L.P. Ms.
Macaskill is President and Mr. Swain is Chairman of the Denver Oppenheimer
funds. All of the officers except Mr. Carbuto, Ms. Wolf, Mr. Zimmer and Ms.
Warmack hold similar positions with each of the Denver Oppenheimer funds. As
of October 1, 1996, the Trustees and officers of the Trust in the aggregate
owned less than 1% of the outstanding shares of the Trust.
ROBERT G. AVIS, Trustee*; Age 65
One North Jefferson Avenue, St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset
Management and A.G. Edwards Trust Company (its affiliated investment
advisor and trust company, respectively).
WILLIAM A. BAKER, Trustee; Age 81
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.
CHARLES CONRAD, JR., Trustee; Age 66
1501 Quail Street, Newport Beach, California 92660
Chairman and Chief Executive Officer of Universal Space Lines, Inc. (A
space services management company); formerly, Vice President of
McDonnell Douglas Space Systems Co. and associated with National
Aeronautics and Space Administration.
JON S. FOSSEL, Trustee*; Age 54
Box 44 Mead Street, Waccabuc, New York 10597
Member of the Board of Governors of the Investment Company Institute (a
national trade association of investment companies), Chairman of the
Investment Company Institute Education Foundation; Formerly Chairman
and a director of OppenheimerFunds, Inc. ("OFI"), the immediate parent
of Centennial Asset Management Corporation ("Manager"); formerly
President and a director of Oppenheimer Acquisition Corp.("OAC"), OFI's
parent holding company; formerly a director of Shareholder Services,
Inc. ("SSI") and Shareholder Financial Services, Inc. ("SFSI"),
transfer agent subsidiaries of OFI.
SAM FREEDMAN, Trustee; Age 56
4975 Lakeshore Drive, Littleton, Colorado 80123
Formerly, Chairman and Chief Executive Officer of OppenheimerFunds
Services (a transfer agent); Chairman, Chief Executive Officer and a
director of SSI; Chairman, Chief Executive Officer and director of
Shareholder Financial Services, Inc. ("SFSI"); Vice President and a
director of OAC and a director of OFI.
RAYMOND J. KALINOWSKI, Trustee; Age 67
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc.(a computer products
training company), formerly Vice Chairman and a director of A.G.
Edwards, Inc., parent holding company of A.G. Edwards & Sons, Inc.
(a broker-dealer), of which he was a Senior Vice President.
C. HOWARD KAST, Trustee; Age 74
2552 E. Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting
firm).
ROBERT M. KIRCHNER, Trustee; Age 75
7500 East Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
BRIDGET A. MACASKILL, President and Trustee*; Age 48
Two World Trade Center, New York, New York 10048-0203
President, Chief Executive Officer and a director of the OFI and
HarbourView Asset Management Corporation ("HarbourView"), a subsidiary
of OFI; Chairman and a director of SSI and SFSI; President and a
director of OAC and Oppenheimer Partnership Holdings Inc., a holding
company subsidiary of OFI; a director of Oppenheimer Real Asset
Management, Inc. ("Real Asset"); formerly an Executive Vice President
of OFI.
NED M. STEEL, Trustee; Age 81
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; Director of Visiting
Nurse Corporation of
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<PAGE>
Colorado; formerly Senior Vice President and a director of the Van
Gilder Insurance Corp. (insurance brokers).
JAMES C. SWAIN, Chairman, Chief Executive Officer and Trustee*; Age 62
3410 South Galena Street, Denver, Colorado 80231
Vice Chairman of OFI; formerly President and a director of the Manager,
and formerly Chairman of the Board of SSI.
MICHAEL A. CARBUTO, Vice President and Portfolio Manager of Tax Exempt Trust;
Age 41
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager and OFI; an officer of other Oppenheimer
funds.
DOROTHY WARMACK, Vice President and Portfolio Manager of Money Market Trust and
Government Trust; Age 60
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and OFI; an officer of other Oppenheimer
funds.
CAROL E. WOLF, Vice President and Portfolio Manager of Money Market Trust and
Government Trust; Age 44
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and OFI; an officer of other Oppenheimer
funds.
ARTHUR J. ZIMMER, Vice President and Portfolio Manager of Money Market Trust and
Government Trust; Age 50
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and OFI; an officer of other Oppenheimer
funds.
ANDREW J. DONOHUE, Vice President and Secretary; Age 46
Two World Trade Center, New York, New York 10048-0203
Executive Vice President and General Counsel of OFI and
OppenheimerFunds Distributor, Inc. ("OFDI"); President and a director
of the Manager; Executive Vice President, General Counsel and a
director of HarbourView, SFSI, SSI and Oppenheimer Partnership Holdings
Inc.; President and a director of Real Asset; General Counsel of OAC;
Executive Vice President, Chief Legal Officer and a director of
MultiSource Services, Inc. (A broker-dealer); an officer of other
Oppenheimer funds; formerly Senior Vice President and Associate General
Counsel of OFI and OFDI; Partner in Kraft & McManimon (a law firm); an
officer of First Investors Corporation (a broker-dealer) and First
Investors Management Company, Inc. (broker-dealer and investment
advisor); director and an officer of First Investors Family of Funds
and First Investors Life Insurance Company.
GEORGE C. BOWEN, Vice President, Treasurer and Assistant Secretary; Age 60
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of OFI; Vice President and
Treasurer of OFDI and HarbourView; Senior Vice President, Treasurer
Assistant Secretary and a director of the Manager; Vice President,
Treasurer and Secretary of SSI and SFSI; Treasurer of OAC; Vice
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President and Treasurer of Real Asset; Chief Executive Officer,
Treasurer and a director of MultiSource Services, Inc.; an officer of
other Oppenheimer funds.
ROBERT J. BISHOP, Assistant Treasurer; Age 37
3410 South Galena Street, Denver, Colorado 80231
Vice President of the OFI/Mutual Fund Accounting; an officer of other
Oppenheimer funds; formerly a Fund Controller for OFI, prior to which
he was an Accountant for Yale & Seffinger, P.C., an accounting firm,
and previously an Accountant and Commissions Supervisor for Stuart
James Company, Inc., a broker-dealer.
SCOTT T. FARRAR, Assistant Treasurer; Age 31
3410 South Galena Street, Denver, Colorado 80231
Vice President of OFI/Mutual Fund Accounting; an officer of other
Oppenheimer funds; formerly a Fund Controller for OFI, prior to which
he was an International Mutual Fund Supervisor for Brown Brothers,
Harriman Co., a bank, and previously a Senior Fund Accountant for State
Street Bank & Trust Company.
ROBERT G. ZACK, Assistant Secretary; Age 48
Two World Trade Center, New York, New York 10048-0203
Senior Vice President and Associate General Counsel of OFI; Assistant
Secretary of SSI and SFSI; an officer of other Oppenheimer funds.
- ---------------------
* A Trustee who is an "interested person" of the Trusts as defined in the
Investment Company Act.
Remuneration of Trustees. The officers of the Trusts are affiliated with the
Manager. They and the Trustees of the Trusts who are affiliated with the Manager
(Ms. Macaskill and Mr. Swain) receive no salary or fee from the Trusts. The
remaining Trustees of the Trusts (excluding Mr. Freedman, who did not become a
Trustee until June 27, 1996) received the compensation shown below from the
Trusts, during its fiscal year ended June 30, 1996, and from all of the
Denver-based Oppenheimer funds (including the Trust) for which they served as
Trustee, Director or Managing General Partner. Compensation is paid for services
in the positions listed beneath their names:
<TABLE>
<CAPTION>
Aggregate Aggregate Aggregate Total
Compensation Compensation Compensation Compensation
from the from the from the from all
Money Market Tax Exempt Government Denver-based
Name and Position Trust Trust Trust Oppenheimer funds1
- ----------------- ------------ ------------ ------------- ------------------
<S> <C> <C> <C> <C>
Robert G. Avis $2,495 $2,147 $ 941 $53,000
Trustee
William A. Baker $3,449 $2,968 $1,300 $73,255
Audit and Review
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<PAGE>
Committee Chairman
and Trustee
Charles Conrad, Jr. $3,028 $2,605 $1,142 $64,309
Audit and Review
Committee Member
and Trustee
Raymond J. Kalinowski $3,061 $2,633 $1,154 $65,000
Risk Management
Oversight Committee
Member and Trustee
C. Howard Kast $3,061 $2,633 $1,154 $65,000
Risk Management
Oversight Committee
Member and Trustee
Robert M. Kirchner $3,215 $2,766 $1,212 $68,292
Audit and Review
Committee Member
and Trustee
Ned M. Steel $2,495 $2,147 $ 941 $53,000
Trustee
<FN>
1 For the 1995 calendar year during which the Denver-based Oppenheimer funds
listed in the first paragraph of this section included Oppenheimer Strategic
Investment Grade Bond Fund and Oppenheimer Strategic Short-Term Income Fund
(which ceased operations following the acquisition of their assets by other
Oppenheimer funds.)
</FN>
</TABLE>
Major Shareholders. As of October 1, 1996, A.G. Edwards & Sons, Inc. ("A.G.
Edwards"), 1 North Jefferson Avenue, St. Louis, MO 63103 was the record owner
of 7,293,504,730.510 shares of Money Market Trust, 1,472,207,497 shares of Tax
Exempt Trust and 978,301,664 shares of Government Trust (approximately 99.85%,
97.81 and 96.82% of outstanding shares, respectively, of these Trusts). A.G.
Edwards has advised the Trusts that all such shares are held for the benefit
of brokerage clients and that no such client owned beneficially 5% or more of
the outstanding shares of any of the Trusts.
Investment Management Services
The Manager is wholly-owned by OFI, which is a wholly-owned subsidiary of
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. The remaining stock of OAC is owned
by (i) certain of OFI's directors and officers, some of whom may serve as
officers of the Trust, and two of whom (Mr. Swain and Ms. Macaskill) serve as
Trustees of the Trust and (ii) Edwards, which owns less than 5% of its equity.
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<PAGE>
The management fee is payable monthly to the Manager under the terms of
the investment advisory agreements between the Manager and each Trust
(collectively, the "Agreements"), and is computed on the aggregate net assets of
the respective Trust as of the close of business each day. The management fees
paid to the Manager by the Trusts during their last three fiscal periods were as
follows: (a) $9,435,959, $12,657,193 and $21,572,5143 paid for the fiscal years
ended June 30, 1994, 1995 and 1996, respectively, of Money Market Trust; (b)
$4,761,673, $5,050,991 and $6,380,737 paid for the fiscal years ended June 30,
1994, 1995 and 1996, respectively, of Tax Exempt Trust; and (c) $3,182,956,
$3,414,212 and $4,468,617 paid for the fiscal years ended June 30, 1994, 1995
and 1996, respectively, of Government Trust.
The Agreements require the Manager, at its expense, to provide the
Trusts with adequate office space, facilities and equipment, and to provide and
supervise the activities of all administrative and clerical personnel required
to provide effective administration for the Trusts, including the compilation
and maintenance of records with respect to operations, the preparation and
filing of specified reports, and the composition of proxy materials and
registration statements for continuous public sale of shares of the Trusts.
Expenses not expressly assumed by the Manager under the Agreements or as
Distributor of the shares of the Trusts, are paid by the Trusts. The Agreements
list examples of expenses paid by the Trusts, the major categories of which
relate to interest, taxes, certain insurance premiums, fees to unaffiliated
Trustees, legal, bookkeeping and audit expenses, brokerage, custodian and
transfer agent expenses, share issuance costs, certain printing costs (excluding
the cost of printing prospectuses for sales materials) and registration fees,
and non-recurring expenses, including litigation.
Under its Agreements with the Money Market Trust and the Government
Trust, respectively, the Manager has agreed to reimburse each Trust to the
extent that the Trust's total expenses (including the management fee but
excluding interest, taxes, brokerage commissions, and extraordinary expenses
such as litigation costs) exceed in any fiscal year the lesser of: (i) 1.5% of
average annual net assets of the Trust up to $30 million plus 1% of the average
annual net assets in excess of $30 million or; (ii) 25% of the total annual
investment income of the Trust.
Independently of the Money Market Trust's Agreement, the Manager has
voluntarily agreed to waive a portion of the management fee otherwise payable to
it by the Money Market Trust to the extent necessary to: (a) permit the Money
Market Trust to have a seven-day yield at least equal to that of Daily Cash
Accumulation Fund, Inc., and (b) to reduce, on an annual basis, the management
fee paid on the average net assets of the Trust in excess of $1 billion from
0.40% to: 0.40% of average net assets in excess of $1 billion but less than
$1.25 billion; 0.375% of average net assets in excess of $1.25 billion but less
than $1.50 billion; 0.35% of average net assets in excess of $1.50 billion but
less than $2 billion; and 0.325% of average net assets in excess of $2 billion.
This undertaking became effective as of December 1, 1991, and may be modified or
terminated by the Manager any time. For fiscal year ended June 30, 1994, June
30, 1995 and June 30, 1996, the reimbursements by the Manager to Money Market
Trust were $1,201,403, $0 and $0, respectively.
Under its Agreement with Tax Exempt Trust, the Manager has agreed to
assume that Trust's expenses to the extent that the total expenses (as described
above) of the Trust exceed the most
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<PAGE>
stringent limits prescribed by any state in which the Trust's shares are offered
for sale. The payment of the management fee at the end of any month will be
reduced so that at no time will there be any accrued but unpaid liabilities
under any of these expense assumptions. No reimbursement or assumption was
necessary by the Manager to Government Trust during its three most recent fiscal
years. The Agreements permit the Manager to act as investment advisor for any
other person, firm or corporation.
The Tax Exempt Trust Agreement provides that the Manager assumes no
responsibility under the Agreement other than that which is imposed by law, and
shall not be responsible for any action of the Board of Trustees of the Trust in
following or declining to follow any advice or recommendations of the Manager.
The Agreement provides that the Manager shall not be liable for any error of
judgment or mistake of law, or for any loss suffered by the Trust in connection
with matters to which the Agreement relates, except a loss resulting by reason
of the Manager's willful misfeasance, bad faith or gross negligence in the
performance of its duties, or its reckless disregard of its obligations and
duties under the Agreement.
The Agreements of Money Market Trust and Government Trust provide that
the Manager shall not be liable for any loss sustained by reason of the adoption
of an investment policy or the purchase, sale or retention of any security on
its recommendation, whether or not such recommendation shall have been based
upon its own investigation and research or upon investigation and research made
by any other individual, firm or corporation, if such recommendation shall have
been made and such other individual, firm or corporation shall have been
selected with due care and in good faith, provided that nothing in the
Agreements shall be construed to protect the Manager against any liability to
such Trusts or their shareholders 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 under such Agreements.
Portfolio Transactions. Portfolio decisions are based upon the recommendations
and judgment of the Manager subject to the overall authority of the Board of
Trustees. As most purchases made by the Trust are principal transactions at net
prices, the Trust incurs little or no brokerage costs. Purchases of portfolio
securities from underwriters include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers include a spread between
the bid and asked prices. The Trust's policy of investing in short-term debt
securities with maturities of less than one year results in high portfolio
turnover. However, since brokerage commissions, if any, are small and securities
are usually held to maturity, high turnover does not have an appreciable adverse
effect upon the net asset value or income of the Trust in periods of stable or
declining rates, and may have a positive effect in periods of rising interest
rates.
The Trust seeks to obtain prompt and reliable execution of orders at
the most favorable net price. If brokers are used for portfolio transactions,
transactions are directed to brokers furnishing execution and research services.
The research services provided by a particular broker may be useful only to one
or more of the advisory accounts of the Manager and its affiliates, and
investment research received for the commissions of those other accounts may be
useful both to the Trust and one or more of such other accounts. Such research,
which may be supplied by a third party at the instance of a broker, includes
information and analyses on particular companies and industries as
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<PAGE>
well as market or economic trends and portfolio strategy, receipt of market
quotations for portfolio evaluations, information systems, computer hardware and
similar products and services. If a research service also assists the Manager in
a non-research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the Manager in
the investment decision-making process may be paid for in commission dollars.
The research services provided by brokers broaden the scope and
supplement the research activities of the Manager to make available additional
views for consideration and comparisons, and to enable the Manager to obtain
market information for the valuation of securities held in the Trust's portfolio
or being considered for purchase. In the rare instances where the Trust pays
commissions for research, the Board of Trustees, including the independent
Trustees of the Trust, will review information furnished by the Manager as to
the commissions paid to brokers furnishing such services in an effort to
ascertain that the amount of such commissions was reasonably related to the
value or the benefit of such services. The Trust does not direct the handling of
purchases or sales of portfolio securities, whether on a principal or agency
basis, to brokers for selling shares of the Trust. No portfolio transactions are
handled by brokers which are affiliated with the Trust or the Manager if that
broker is acting as principal.
Service Plan
Each Trust has adopted a Service Plan (the "Plan") under Rule 12b-1 of the
Investment Company Act, pursuant to which the Trust will reimburse the
Distributor for a portion of its costs incurred in connection with the services
rendered to the Trust, as described in the Prospectus. Each Plan has been
approved: (i) by a vote of the Board of Trustees of the Trust, including a
majority of the "Independent Trustees" (those Trustees of the Trust who are not
"interested persons," as defined in the Investment Company Act, and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements relating to the Plan) cast in person at a meeting called for the
purpose of voting on the Plan; and (ii) by the vote of the holders of a
"majority" (as defined under the Investment Company Act) of that Trust's
outstanding voting securities. In approving each Plan, the Board determined that
it is likely each Plan will benefit the shareholders of that Trust.
The Distributor has entered into Supplemental Distribution Assistance
Agreements ("Supplemental Agreements") under the Plan with selected dealers
distributing shares of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial New York Tax Exempt Trust
and Oppenheimer Cash Reserves. Quarterly payments by the Distributor, which are
not a Trust expense, for distribution-related services will range from 0.10% to
0.30%, annually, of the average net asset value of shares of these funds owned
during the quarter beneficially or of record by the dealer or its customers.
However, no payment shall be made to any dealer for any quarter during which the
average net asset value of shares of such funds owned during that quarter by the
dealer or its customers is less than $5 million. Payments made pursuant to
Supplemental Agreements are not a fund expense, but are made by the Distributor
out of its own resources or out of the resources of the Manager which may
include profits derived from the advisory fee it receives from each such fund.
No such supplemental payments will be paid to any dealer which is an "affiliate"
(as defined in the Investment Company Act) of the Distributor.
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<PAGE>
Each Plan, unless terminated as described below, shall continue in
effect from year to year but only so long as such continuance is specifically
approved at least annually by each Trust's Board of Trustees, including its
Independent Trustees, by a vote cast in person at a meeting called for that
purpose. The Supplemental Agreements are subject to the same renewal
requirement. A Plan and the Supplemental Agreements may be terminated at any
time by the vote of a majority of the Trust's Independent Trustees or by the
vote of the holders of a "majority" (as defined in the Investment Company Act)
of the Trust's outstanding voting securities. The Supplemental Agreements will
automatically terminate in the event of their "assignment" (as defined in the
Investment Company Act), and each may be terminated by the Distributor: (i) in
the event a Trust amends its Plan, or (ii) if the net asset value of shares of
the funds covered by the Supplemental Agreements held by the dealer or its
customers is less than $5 million for two or more consecutive quarters. A dealer
may terminate a Supplemental Agreement at any time upon giving 30 days' notice.
Each Plan may not be amended to increase materially the amount of payments to be
made unless such amendment is approved by the shareholders of that Trust. All
material amendments must be approved by the Independent Trustees.
Under each Plan, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Trust shares held by the
Recipient for itself and its customers did not exceed a minimum amount, if any,
that may be determined from time to time by a majority of the Trust's
Independent Trustees. The Board of Trustees has set the fee at the maximum rate
and set no minimum amount. The Plans permit the Distributor and the Manager to
make additional distribution payments to Recipients from their own resources
(including profits from advisory fees) at no cost to a Trust. The Distributor
and the Manager may, in their sole discretion, increase or decrease the amount
of distribution assistance payments they make to Recipients from their own
assets.
Each Recipient who is to receive distribution payments for any month or
quarter is required to certify in writing that the aggregate payments to be
received from the applicable Trust during that month or quarter do not exceed
the Recipient's administrative and sales related costs in rendering distribution
assistance during the month or quarter, and will reimburse the Trust for any
excess.
For each Trust's fiscal year ended June 30, 1996, payments to the
Distributor under its Plan totaled $12,171,435, $2,929,180 and $1,929,551 for
Money Market Trust, Tax Exempt Trust and Government Trust, respectively, of
which $12,170,702, $2,876,667 and $1,868,803 was paid by Money Market Trust, Tax
Exempt Trust and Government Trust, respectively, to an affiliate of the
Distributor, as a Recipient. Payments received by the Distributor under the
Plans will not be used to pay any interest expense, carrying charge, or other
financial costs, or allocation of overhead by the Distributor. Any unreimbursed
expenses incurred for any fiscal quarter by the Distributor may not be recovered
under that Plan in subsequent fiscal quarters.
While the Plan is in effect, the Treasurer of each Trust shall provide
a report to the Board of Trustees in writing at least quarterly on the amount of
all payments made pursuant to the Plan, the identity of each Recipient that
received any such payment, and the purposes for which the payments were made.
The Plan further provides that while it is in effect, the election and
nomination of those Trustees of a Trust who are not "interested persons" of the
Trust is committed to the discretion of the Independent Trustees. This does not
prevent the involvement of others in such selection and
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<PAGE>
nomination if the final decision on any such selection or nomination is approved
by a majority of the Independent Trustees.
Purchase, Redemption and Pricing of Shares
Determination of Net Asset Value Per Share. The net asset value of each Trust's
shares is determined twice each day as of 12:00 Noon and the close of The New
York Stock Exchange (the "Exchange") which is normally 4:00 P.M., but may be
earlier on some days, each day the Exchange is open (a "regular business day")
(all references to time mean New York time) by dividing that Trust's net assets
(the total value of the Trust's portfolio securities, cash and other assets less
all liabilities) by the total number of shares outstanding. The Exchange's most
recent annual holiday schedule states that it will close New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The Exchange may also close on other days.
Dealers other than Exchange members may conduct trading in Municipal Securities
on certain days on which the Exchange is closed (e.g., Good Friday), so that
securities of the same type held by Tax Exempt Trust may be traded, and its net
asset value per share may be affected significantly, on such days when
shareholders may not purchase or redeem shares.
Each Trust's Board of Trustees has established procedures for the
valuation of the Trust's securities, generally as follows: (i) long-term debt
securities having a remaining maturity in excess of 60 days are valued based on
the mean between the "bid" and "ask" prices determined by a portfolio pricing
service approved by the Trust's Board of Trustees or obtained by the Manager
from two active market makers in the security on the basis of reasonable
inquiry; (ii) debt instruments having a maturity of more than 397 days when
issued, and non-money market type instruments having a maturity of 397 days or
less when issued, which have a remaining maturity of 60 days or less are valued
at the mean between the "bid" and "ask" prices determined by a pricing service
approved by the Trust's Board of Trustees or obtained by the Manager from two
active market makers in the security on the basis of reasonable inquiry; (iii)
money market debt securities that had a maturity of less than 397 days when
issued that have a remaining maturity of 60 days or less are valued at cost,
adjusted for amortization of premiums and accretion of discounts; and (iv)
securities (including restricted securities) not having readily-available market
quotations are valued at fair value determined under the Board's procedures. If
the Manager is unable to locate two market makers willing to give quotes (see
(i) and (ii) above), the security may be priced at the mean between the "bid"
and "ask" prices provided by a single active market maker (which in certain
cases may be the "bid" price if no "ask" price is available).
In the case of Municipal Securities, when last sale information is not
generally available, such pricing procedures may include "matrix" comparisons to
the prices for comparable instruments on the basis of quality, yield, maturity,
and other special factors involved (such as the tax-exempt status of the
interest paid by Municipal Securities). The Manager may use pricing services
approved by the Board of Trustees to price any of the types of securities
described above. The Manager will monitor the accuracy of such pricing services,
which may include comparing prices used for portfolio evaluation to actual sales
prices of selected securities.
In the case of U.S. Government Securities and mortgage-backed
securities, where last sale
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<PAGE>
information is not generally available, such pricing procedures may include
"matrix" comparisons to the prices for comparable instruments on the basis of
quality, yield, maturity and other special factors involved. The Manager may use
pricing services approved by the Board of Trustees to price U.S. Government
Securities for which last sale information is not generally available. The
Manager will monitor the accuracy of such pricing services, which may include
comparing prices used for portfolio evaluation to actual sales prices of
selected securities.
Redemptions. Each Trust's Board of Trustees has the right, in conformity with
the Trust's Declaration of Trust and applicable law, to cause the involuntary
redemption of the shares held in any account if the aggregate net asset value of
such shares is less than $500 or such lesser amount as the Board may decide.
Should the Board elect to exercise this right, it will establish the terms of
any notice of such redemption required to be provided to the shareholder under
the Investment Company Act, including any provision the Board may establish to
enable the shareholder to increase the amount of the investment to avoid
involuntary redemption.
Expedited Redemption Procedures. Under the Expedited Redemption Procedure
available to shareholders of the Trusts, as discussed in the Appendix to the
Prospectus, the wiring of redemption proceeds may be delayed if the Trust's
Custodian bank is not open for business on a day that the Trust would normally
authorize the wire to be made, which is usually the same day for redemptions
prior to 12:00 Noon, and the Trust's next regular business day for redemptions
between 12:00 Noon and the close of The New York Stock Exchange, which is
normally 4:00 P.M., but may be earlier on some days. In those circumstances, the
wire will not be transmitted until the next bank business day on which the Trust
is open for business, and no dividends will be paid on the proceeds of redeemed
shares waiting transfer by wire.
Dividend Reinvestment in Another Fund. Direct shareholders of the Trusts may
elect to reinvest all dividends and/or distributions in Class A shares of any of
the other funds listed in the Prospectus as "Eligible Funds" at net asset value
without sales charge. To elect this option, a shareholder must notify the
Transfer Agent in writing, and either must have an existing account in the fund
selected for reinvestment or must obtain a prospectus for that fund and an
application from the Transfer Agent to establish an account. The investment will
be made at the net asset value per share next determined on the payable date of
the dividend or distribution.
Exchange of Shares
Eligible Funds. As stated in the Prospectus, shares of the Trust may, under
certain circumstances, be exchanged by direct shareholders for Class A shares of
the following Oppenheimer funds ("Eligible Funds"):
Bond Fund Series-Oppenheimer Bond Fund for Growth
Oppenheimer Asset Allocation Fund
Oppenheimer California Municipal Fund
Oppenheimer Champion Income Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
A-15
<PAGE>
Oppenheimer Equity Income Fund
Oppenheimer Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer Municipal Bond Fund
Oppenheimer Municipal Fund
Oppenheimer New York Municipal Fund
Oppenheimer Quest for Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Series Fund, Inc.
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Target Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Rochester Fund Municipals*
Rochester Portfolio Series - Limited Term New York Municipal Fund*
The New York Tax Exempt Income Fund, Inc.
the following "Money Market Funds":
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
Daily Cash Accumulation Fund, Inc.
Oppenheimer Cash Reserves
Oppenheimer Money Market Fund, Inc.
- ----------------------------------------------------
*Shares of the Trust are not presently exchangeable for shares of these funds.
A-16
<PAGE>
Yield Information
Each Trust's current yield is calculated for a seven-day period of time, in
accordance with regulations adopted under the Investment Company Act, as
follows: First, a base period return is calculated for the seven-day period by
determining the net change in the value of a hypothetical pre-existing account
having one share at the beginning of the seven-day period. The change includes
dividends declared on the original share and dividends declared on any shares
purchased with dividends on that share, but such dividends are adjusted to
exclude any realized or unrealized capital gains or losses affecting the
dividends declared. Next, the base period return is multiplied by 365/7 to
obtain the current yield to the nearest hundredth of one percent. The compounded
effective yield for a seven-day period is calculated by (a) adding 1 to the base
period return (obtained as described above), (b) raising the sum to a power
equal to 365 divided by 7 and (c) subtracting 1 from the result. For the seven
day period ended June 30, 1996, the "current yield" for each Money Market Trust,
Tax Exempt Trust and Government Trust was 4.74%, 2.89% and 4.58%, respectively.
The seven-day compounded effective yield for that period was 4.85%, 2.93% and
4.69%, respectively.
The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. Since the calculation of yield under either
procedure described above does not take into consideration any realized or
unrealized gains or losses on each Trust's portfolio securities which may affect
dividends, the return on dividends declared during a period may not be the same
on an annualized basis as the yield for that period.
Tax Exempt Trust's "tax equivalent yield" adjusts Tax Exempt Trust's
current yield, as calculated above, by a stated Federal tax rate. The tax
equivalent yield is computed by dividing the tax-exempt portion of the Trust's
current yield by one minus a stated income tax rate and adding the result to the
portion (if any) of the Trust's current yield that is not tax-exempt. The tax
equivalent yield may be compounded as described above to provide a compounded
effective tax equivalent yield. The tax equivalent yield may be used to compare
the tax effects of income derived from the Trust with income from taxable
investments at the tax rates stated. Exhibit D, which is applicable only to Tax
Exempt Trust, includes a tax equivalent yield table, based on various effective
tax brackets for individual taxpayers. Such tax brackets are determined by a
taxpayer's Federal taxable income (the net amount subject to Federal income tax
after deductions and exemptions). The tax equivalent yield table assumes that
the investor is taxed at the highest bracket, regardless of whether a switch to
non-taxable investments would cause a lower bracket to apply and that state
income tax payments are fully deductible for income tax purposes. For taxpayers
with income above certain levels, otherwise allowable itemized deductions are
limited. The Tax Exempt Trust's tax equivalent yield for the seven-day period
ended June 30, 1996 was 4.52%. Its tax-equivalent compounded effective yield for
the same period was 4.58% for an investor in the highest Federal tax bracket.
Yield information may be useful to investors in reviewing each Trust's
performance. A Trust may make comparisons between its yield and that of other
investments, by citing various indices such as The Bank Rate Monitor National
Index (provided by Bank Rate Monitor TM), which measures the average rate paid
on bank money market accounts, NOW accounts and certificates of
A-17
<PAGE>
deposit by the 100 largest banks and thrift institutions in the top ten
metropolitan areas. However, a number of factors should be considered before
using yield information as a basis for comparison with other investments. An
investment in a Trust is not insured. Its yield is not guaranteed and normally
will fluctuate on a daily basis. The yield for any given past period is not an
indication or representation by the Trust of future yields or rates of return on
its shares. Each Trust's yield is affected by portfolio quality, portfolio
maturity, type of instruments held and operating expenses. When comparing a
Trust's yield with that of other investments, investors should understand that
certain other investment alternatives such as certificates of deposit, U.S.
Government Securities, money market instruments or bank accounts may provide
fixed yields or yields that may vary above a stated minimum, and also that bank
accounts may be insured. Certain types of bank accounts may not pay interest
when the balance falls below a specified level and may limit the number of
withdrawals by check per month. In order to compare the Tax Exempt Trust's
dividends to the rate of return on taxable investments, Federal income taxes on
such investments should be considered.
Additional Information
Description of the Trusts. Each Trust's Declaration of Trust contains an express
disclaimer of shareholder and Trustee liability for the Trust's obligations, and
provides for indemnification and reimbursement of expenses out of its property
for any shareholder held personally liable for its obligations. Each Declaration
of Trust also provides that the Trust shall, upon request, assume a defense of
any claim made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon. Thus, while Massachusetts law permits a
shareholder of a trust (such as the Trust) to be held personally liable as a
"partner" for the Trust's obligations under certain circumstances, the risk of a
Trust shareholder incurring any financial loss on account of shareholder
liability is highly unlikely and is limited to the relatively remote
circumstance in which the Trust would be unable to meet its obligations
described above. Any person doing business with the Trust, and any shareholder
of the Trust, agrees under the Trust's Declaration of Trust to look solely to
the assets of the Trust for satisfaction of any claim or demand which may arise
out of any dealings with the Trust, and the Trustees shall have no personal
liability to any such person, to the extent permitted by law.
It is not contemplated that regular annual meetings of shareholders
will be held. The Trust will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder meeting is
called by the Trustees. Shareholders have the right, upon the declaration in
writing or vote of two-thirds of the outstanding shares of the Trust, to remove
a Trustee. The Trustees will call a meeting of shareholders to vote on the
removal of a Trustee upon the written request of the shareholders of 10% of its
outstanding shares. In addition, if the Trustees receive a request from at least
10 shareholders (who have been shareholders for at least six months) holding in
the aggregate shares of the Trust valued at $25,000 or more or holding 1% or
more of the Trust's outstanding shares, whichever is less, that they wish to
communicate with other shareholders to request a meeting to remove a Trustee,
the Trustees will then either make the Trust's shareholder list available to the
applicants or mail their communication to all other shareholders at the
applicants' expense, or the Trustees may take such other action as set forth in
Section 16(c) of the Investment Company Act.
A-18
<PAGE>
Tax Status of the Trust's Dividends and Distributions. The Federal tax treatment
of the Trust's dividends and distributions to shareholders is explained in the
Prospectus under the caption "Dividends, Distributions and Taxes." Under the
Internal Revenue Code, the Trust must distribute by December 31 each year 98% of
its taxable investment income earned from January 1 through December 31 of that
year and 98% of its capital gains realized from the prior November 1 through
October 31 of that year or else pay an excise tax on the amounts not
distributed. While it is presently anticipated that the Trust's distributions
will meet those requirements, the Trust's Board and the Manager might determine
in a particular year that it is in the best interest of the Trust's shareholders
not to distribute income or capital gains at the mandated levels and to pay the
excise tax on the undistributed amounts.
The Custodian and the Transfer Agent. The Custodian's responsibilities include
safeguarding and controlling the Trusts' portfolio securities and handling the
delivery of portfolio securities to and from the Trusts. The Manager has
represented to the Trusts that its banking relationships with the Custodian have
been and will continue to be unrelated to and unaffected by the relationships
between the Trusts and the Custodian. It will be the practice of the Trusts to
deal with the Custodian in a manner uninfluenced by any banking relationship the
Custodian may have with the Manager or its affiliates. Shareholder Services,
Inc., the Transfer Agent, is responsible for maintaining each Trust's
shareholder registry and shareholder accounting records, and for shareholder
servicing and administrative functions.
General Distributor's Agreement. Under the General Distributor's Agreement
between each Trust and the Distributor, the Distributor acts as each Trust's
principal underwriter in the continuous public offering of its shares but is not
obligated to sell a specific number of shares. Expenses normally attributable to
sales (other than those paid under the General Distributor's Agreement and the
Service Plan), including advertising and the cost of printing and mailing
prospectuses other than those furnished to existing shareholders, are borne by
the Distributor.
Independent Auditors and Financial Statements. The independent auditors of the
Trusts examine the Trusts' financial statements and perform other related audit
services. They also act as auditors for the Manager and for OFI, the Manager's
immediate parent, as well as for certain other funds advised by the Manager and
OFI.
A-19
<PAGE>
INDEPENDENT AUDITORS' REPORT
Centennial Money Market Trust
The Board of Trustees and Shareholders of Centennial Money Market Trust:
We have audited the accompanying statement of assets and liabilities, including
the statement of investments, of Centennial Money Market Trust as of June 30,
1996, the related statement of operations for the year then ended, the
statements of changes in net assets for the years ended June 30, 1996 and 1995,
and the financial highlights for the period July 1, 1991 to June 30, 1996. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights 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 and financial
highlights 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 June 30,
1996 by correspondence with the custodian and brokers; where replies were not
received from brokers, we performed other auditing procedures. 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, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Centennial Money
Market Trust at June 30, 1996, the results of its operations, the changes in its
net assets, and the financial highlights for the respective stated periods, in
conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
- --------------------------
DELOITTE & TOUCHE LLP
Denver, Colorado
July 22, 1996
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ ------------
<S> <C> <C>
BANKERS' ACCEPTANCES - 0.4%
Chase Manhattan Bank, N.A., 4.94%, 8/19/96 (Cost
$24,831,903).............................................. $ 25,000,000 $ 24,831,903
------------
CERTIFICATES OF DEPOSIT - 5.9%
DOMESTIC CERTIFICATES OF DEPOSIT - 1.6%
Bank of New York, 5.07%, 8/27/96 ............................ 15,000,000 15,000,000
LaSalle National Bank:
5%, 8/19/96 .............................................. 10,000,000 10,000,000
5%, 8/7/96 ............................................... 10,000,000 10,000,000
5.05%, 8/26/96 ........................................... 10,000,000 10,000,000
5.35%, 11/5/96 ........................................... 5,000,000 5,000,000
5.35%, 7/15/96 ........................................... 15,000,000 15,000,000
5.35%, 8/14/96 ........................................... 10,000,000 10,000,000
5.35%, 8/19/96 ........................................... 15,000,000 15,000,000
5.38%, 8/5/96 ............................................ 10,000,000 10,000,000
5.40%, 7/5/96 ............................................ 5,000,000 5,000,000
------------
105,000,000
------------
EURODOLLAR CERTIFICATES OF DEPOSIT - 1.5%
Abbey National PLC, 5.01%, 8/1/96 ........................... 15,000,000 15,000,379
Deutsche Bank:
5%, 8/12/96 .............................................. 20,000,000 19,999,385
5.10%, 8/23/96 ........................................... 19,000,000 19,000,273
Rabobank Nederland, 5.02%, 8/22/96 .......................... 20,000,000 19,999,155
Societe Generale, 5.10%, 7/26/96 ............................ 30,000,000 30,001,347
------------
104,000,539
------------
YANKEE CERTIFICATES OF DEPOSIT - 2.8%
ABN Amro Bank:
5.01%, 8/7/96 ............................................ 20,000,000 19,998,798
5.03%, 8/20/96 ........................................... 10,000,000 10,000,136
Deutsche Bank:
4.96%, 8/20/96 ........................................... 23,000,000 22,992,920
5.06%, 8/19/96 ........................................... 15,000,000 15,000,000
Dresdner Bank, 5.13%, 11/22/96 .............................. 20,000,000 19,964,757
Rabobank Nederland, 5.06%, 7/26/96 .......................... 20,000,000 20,000,097
</TABLE>
3
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ ------------
<S> <C> <C>
YANKEE CERTIFICATES OF DEPOSIT - 2.8% (CONTINUED)
Societe Generale:
5.05%, 8/23/96 ....................................................................... $ 15,000,000 $ 14,999,061
5.07%, 8/23/96 ....................................................................... 10,000,000 10,000,000
5.07%, 8/6/96 ........................................................................ 20,000,000 20,000,962
5.10%, 8/29/96 ....................................................................... 10,000,000 10,000,000
5.36%, 7/1/96 ........................................................................ 10,000,000 10,000,000
Swiss Bank Corp., 5.32%, 7/12/96 ........................................................ 15,000,000 15,000,000
------------
187,956,731
------------
Total Certificates of Deposit (Cost $396,957,270) ....................................... 396,957,270
------------
DIRECT BANK OBLIGATIONS - 12.7%
ABN Amro Bank Canada, 5.31%, 8/7/96 ..................................................... 15,000,000 14,918,215
ABN Amro Bank North America Finance, Inc.:
4.89%, 8/6/96 ........................................................................ 15,000,000 14,926,650
4.90%, 7/8/96 ........................................................................ 30,000,000 29,971,417
4.93%, 8/5/96 ........................................................................ 10,000,000 9,952,069
5.10%, 7/24/96 ....................................................................... 12,350,000 12,309,760
5.35%, 11/12/96 ...................................................................... 15,000,000 14,701,403
Bank of Scotland Treasury Services PLC, 5.35%, 10/7/96 .................................. 40,000,000 39,417,444
Bank One, Cleveland, guaranteeing commercial paper of Capital One Funding Corp.:
Series 1995F, 5.50%, 7/5/96(1)(2)(3) ................................................. 10,900,000 10,900,000
Series 1996C, 5.50%, 7/5/96(1)(2)(3) ................................................. 9,000,000 9,000,000
Barclays Bank PLC, guaranteeing commercial paper of:
Banco Nacional de Mexico S.A., 5.36%, 10/7/96 ........................................ 15,000,000 14,781,133
Banco Nacional de Mexico S.A.-Series A, 4.96%, 7/17/96 ............................... 5,000,000 4,988,155
Banco Real S.A.-Grand Cayman Branch, 5.36%, 7/8/96 ................................... 19,250,000 19,231,434
Petroleo Brasileiro, S.A.-Petrobras, 4.96%, 8/5/96 ................................... 5,000,000 4,975,889
Petroleo Brasileiro, S.A.-Petrobras, 5.01%, 8/15/96 .................................. 15,000,000 14,906,062
Petroleo Brasileiro, S.A.-Petrobras, 5.18%, 7/19/96 .................................. 15,000,000 14,961,150
Petroleo Brasileiro, S.A.-Petrobras, 5.29%, 8/14/96 .................................. 10,000,000 9,935,344
Bayerische Vereinsbank AG, guaranteeing commercial paper of:
Galicia Funding Corp.-Series B, 5.35%, 10/7/96(4) .................................... 12,000,000 11,825,233
COSCO (Cayman) Co., Ltd., 5.31%, 7/16/96 ................................................ 6,000,000 5,986,725
Credit Suisse, guaranteeing commercial paper of:
Cemex, S.A. de C.V.-Series A, 5.30%, 8/21/96 ......................................... 15,000,000 14,887,375
Cemex, S.A. de C.V.-Series B, 5.32%, 7/22/96 ......................................... 10,000,000 9,968,967
Cemex, S.A. de C.V.-Series B, 5.35%, 7/10/96 ......................................... 18,000,000 17,975,925
Cemex, S.A. de C.V.-Series A, 5.31%, 7/25/96 ......................................... 10,000,000 9,964,600
</TABLE>
4
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ ------------
<S> <C> <C>
DIRECT BANK OBLIGATIONS (CONTINUED)
Cemex, S.A. de C.V.-Series A, 5.35%, 7/18/96 ... $ 10,000,000 $ 9,974,878
Daewoo International Corp., 5.05%, 8/29/96 ..... 10,000,000 9,917,236
Queensland Alumina Ltd., 5.30%, 7/26/96 ........ 15,000,000 14,944,792
Dresdner U.S. Finance, Inc.:
4.94%, 7/22/96 ................................. 11,650,000 11,616,429
5.03%, 8/26/96 ................................. 86,500,000 85,831,858
FCC National Bank:
5.36%, 12/27/96(1) ............................. 40,000,000 39,988,490
5.47%, 10/7/96 ................................. 10,000,000 10,000,000
First National Bank of Boston:
5.32%, 7/19/96 ................................. 15,000,000 15,000,000
5.35%, 7/3/96 .................................. 10,000,000 10,000,000
5.37%, 11/13/96(1) ............................. 7,000,000 6,998,947
5.53%, 9/16/96 ................................. 10,000,000 10,000,000
5.65%, 8/28/96(1) .............................. 15,000,000 15,000,000
5.88%, 10/30/96(1) ............................. 10,000,000 10,000,000
Huntington National Bank:
5.09%, 8/21/96 ................................. 10,000,000 10,000,000
5.33%, 7/10/96 ................................. 20,000,000 20,000,000
5.52%, 11/13/96(1) ............................. 15,000,000 15,000,000
<PAGE>
5.33%, 8/29/96(1) .............................. 15,000,000 14,998,536
National Westminster Bank of Canada, 5.19%,
7/31/96 ........................................ 5,000,000 4,978,375
Societe Generale North America, Inc.:
4.89%, 8/8/96 .................................. 30,000,000 29,845,150
4.90%, 8/13/96 ................................. 30,000,000 29,824,417
4.92%, 8/23/96 ................................. 25,000,000 24,818,917
4.92%, 8/23/96 ................................. 10,000,000 9,927,567
4.95%, 8/21/96 ................................. 25,000,000 24,824,865
5.10%, 7/22/96 ................................. 10,000,000 9,970,250
Societe Generale, guaranteeing commercial paper of:
Banco Nacional de Comercio Exterior, SNC:
Series A, 5.17%, 7/15/96 ....................... 22,500,000 22,454,685
Series A, 5.20%, 7/10/96 ....................... 20,000,000 19,974,000
Series B, 5.20%, 7/11/96 ....................... 10,000,000 9,985,556
Series A, 5.20%, 7/16/96 ....................... 13,000,000 12,971,833
Series A, 5.37%, 10/7/96 ....................... 10,000,000 9,853,817
Nacionale Financiera, SNC:
Series A, 5.30%, 8/28/96 ....................... 15,000,000 14,871,917
Series A, 5.35%, 8/27/96 ....................... 20,000,000 19,830,583
------------
Total Direct Bank Obligations (Cost
$863,888,048) .................................. 863,888,048
------------
</TABLE>
5
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ ------------
<S> <C> <C>
SHORT-TERM NOTES - 80.0%
BANKS - 3.6%
Barnett Banks, Inc., 5.36%, 7/1/96 ........... $ 84,000,000 $ 84,000,000
Chase Manhattan Bank, N.A., 5.36%, 10/4/96 ... 10,000,000 9,858,556
Chemical Banking Corp.:
4.90%, 7/15/96 ............................ 30,000,000 29,942,056
4.93%, 8/15/96 ............................ 10,000,000 9,938,375
CoreStates Capital Corp.:
5.40%, 10/25/96(1) ........................ 15,000,000 15,000,000
5.84%, 8/13/96(1) ......................... 15,000,000 15,000,000
Fleet Financial Group, Inc., 5.34%, 7/19/96 .. 25,000,000 24,933,250
J.P. Morgan Delaware, 5.02%, 9/6/96 .......... 7,900,000 7,826,192
NationsBank Corp.:
5.28%, 8/26/96 ............................ 10,000,000 9,917,867
5.31%, 7/31/96 ............................ 20,000,000 19,911,500
Societe Generale, 5.33%, 7/1/96 .............. 10,000,000 10,000,000
------------
236,327,796
------------
BEVERAGES - 2.9% Coca-Cola Enterprises, Inc.:
5.30%, 7/9/96(4) .......................... 25,000,000 24,970,556
5.30%, 8/8/96(4) .......................... 35,000,000 34,803,772
5.30%, 9/4/96(4) .......................... 20,000,000 19,808,611
5.32%, 7/10/96(4) ......................... 10,500,000 10,486,035
5.32%, 7/3/96(4) .......................... 20,000,000 19,994,089
5.32%, 8/12/96(4) ......................... 15,000,000 14,906,900
5.35%, 8/5/96(4) .......................... 15,000,000 14,921,979
5.37%, 7/11/96(4) ......................... 45,000,000 44,932,917
5.40%, 7/12/96(4) ......................... 10,000,000 9,983,500
------------
194,808,359
------------
BROADCASTING - 0.3%
Walt Disney Co., 5.26%, 10/23/96 ............. 17,584,000 17,291,109
------------
</TABLE>
6
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ ------------
<S> <C> <C>
BROKER/DEALERS - 7.8% CS First Boston, Inc.:
5.10%, 7/12/96(4) ................... $ 10,000,000 $ 9,984,417
5.39%, 8/8/96 ....................... 30,000,000 29,829,317
5.41%, 7/31/96 ...................... 25,000,000 24,887,292
5.44%, 3/4/97(1)(2) ................. 20,000,000 20,000,000
5.55%, 1/21/97(1)(2) ................ 15,000,000 15,000,000
Dean Witter, Discover & Co.:
5.58%, 9/29/96(1) ................... 6,000,000 6,003,300
5.76%, 11/22/96(1) .................. 15,000,000 15,013,842
5.71%, 2/3/97(1) .................... 20,000,000 20,029,110
Merrill Lynch & Co., Inc.:
4.94%, 8/19/96 ...................... 25,000,000 24,831,903
4.95%, 8/28/96 ...................... 15,000,000 14,880,375
5.10%, 7/29/96 ...................... 16,000,000 15,936,533
5.21%, 7/3/96 ....................... 25,000,000 24,992,764
5.25%, 7/2/96 ....................... 15,000,000 14,997,812
5.31%, 7/17/96 ...................... 24,966,000 24,907,080
5.36%, 7/11/96 ...................... 48,000,000 47,928,367
5.36%, 7/8/96 ....................... 10,000,000 9,989,597
5.40%, 1/31/97(1) ................... 30,000,000 30,000,000
5.44%, 11/1/96(1) ................... 15,000,000 15,000,000
5.45%, 9/19/96(1) ................... 20,000,000 20,000,000
5.47%, 10/24/96(1) .................. 15,000,000 15,000,000
Morgan Stanley Group, Inc.:
4.91%, 9/20/96 ...................... 7,000,000 6,922,667
5.12%, 7/26/96 ...................... 25,000,000 24,911,111
5.21%, 7/15/96 ...................... 10,000,000 9,979,739
5.27%, 9/30/96(1) ................... 33,600,000 33,600,000
5.30%, 7/12/96 ...................... 15,000,000 14,975,708
5.62%, 7/1/96 ....................... 37,250,000 37,250,000
------------
526,850,934
------------
BUILDING MATERIALS - 0.4% Compagnie de Saint Gobain:
4.98%, 8/29/96 ...................... 10,000,000 9,918,465
5.01%, 9/5/96 ....................... 5,000,000 4,954,075
Redland Finance, 5.35%, 7/12/96 ........ 12,000,000 11,980,383
------------
26,852,923
------------
</TABLE>
7
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
<PAGE>
Face Value
Amount See Note 1
----------- -----------
<S> <C> <C>
CHEMICALS - 0.4%
Monsanto Co., 4.93%, 8/9/96 ............ $25,000,000 $24,866,479
-----------
COMMERCIAL FINANCE - 16.8% CIT Group Holdings, Inc.:
5.30%, 7/31/96 ...................... 33,330,000 33,182,792
5.31%, 9/26/96(1) ................... 25,000,000 24,995,757
5.32%, 8/2/96 ....................... 15,000,000 14,929,067
5.35%, 5/1/97(1) .................... 35,000,000 34,966,696
5.35%, 6/11/97(1) ................... 15,000,000 14,983,164
5.55%, 11/18/96(1) .................. 20,000,000 19,992,391
6.02%, 7/10/96(1)(3) ................ 11,000,000 11,000,000
Countrywide Home Loan:
5.32%, 7/24/96 ...................... 50,000,000 49,830,056
5.32%, 7/25/96 ...................... 29,000,000 28,896,120
5.32%, 8/12/96 ...................... 20,000,000 19,875,867
5.32%, 8/23/96 ...................... 10,000,000 9,921,678
5.35%, 7/17/96 ...................... 30,000,000 29,928,667
5.35%, 7/3/96 ....................... 47,000,000 46,986,031
5.36%, 7/22/96 ...................... 30,000,000 29,906,200
5.38%, 7/12/96 ...................... 25,000,000 24,958,750
5.38%, 7/8/96 ....................... 45,000,000 44,952,828
5.40%, 7/11/96 ...................... 25,000,000 24,962,361
5.42%, 8/9/96 ....................... 20,000,000 19,882,567
FINOVA Capital Corp.:
4.97%, 8/30/96 ...................... 10,000,000 9,917,167
5.36%, 8/5/96 ....................... 15,000,000 14,921,833
5.37%, 8/14/96 ...................... 37,500,000 37,253,417
5.38%, 7/25/96 ...................... 15,000,000 14,946,200
5.39%, 9/5/96 ....................... 15,000,000 14,851,775
5.40%, 2/21/97(1) ................... 35,000,000 35,000,000
5.40%, 7/10/96 ...................... 30,000,000 29,959,387
5.40%, 7/19/96 ...................... 10,000,000 9,973,000
5.40%, 7/22/96 ...................... 20,000,000 19,937,000
5.40%, 7/30/96 ...................... 15,000,000 14,934,992
5.41%, 8/16/96 ...................... 36,000,000 35,751,217
5.42%, 7/26/96 ...................... 8,000,000 7,969,889
5.43%, 7/15/96 ...................... 25,000,000 24,947,208
</TABLE>
8
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
-------------- --------------
<S> <C> <C>
COMMERCIAL FINANCE (CONTINUED)
5.45%, 7/18/96 ................................................................. $ 20,000,000 $ 19,948,528
5.45%, 7/9/96 .................................................................. 10,000,000 9,987,889
5.45%, 9/3/96 .................................................................. 23,000,000 22,779,200
5.49%, 8/9/96 .................................................................. 5,000,000 4,970,235
5.52%, 8/26/96 ................................................................. 3,000,000 2,974,240
Fleet Mortgage Group, Inc., 5.55%, 11/20/96(1) .................................... 10,000,000 9,997,104
Heller Financial, Inc.:
5.38%, 7/26/96 ................................................................. 20,000,000 19,925,278
5.39%, 7/15/96 ................................................................. 10,000,000 9,979,039
5.40%, 7/25/96 ................................................................. 20,000,000 19,928,000
5.41%, 7/11/96 ................................................................. 50,000,000 49,924,778
5.42%, 9/30/96(1) .............................................................. 10,000,000 10,000,315
5.47%, 10/4/96(1) .............................................................. 27,000,000 26,995,883
5.47%, 10/7/96(1) .............................................................. 20,000,000 19,999,546
5.48%, 8/15/96 ................................................................. 5,000,000 4,965,750
5.50%, 10/7/96(1) .............................................................. 10,000,000 9,998,317
5.50%, 10/7/96(1) .............................................................. 12,000,000 12,000,000
5.50%, 3/31/97(1) .............................................................. 7,500,000 7,510,443
5.51%, 8/28/96(1) .............................................................. 20,000,000 20,000,000
5.55%, 6/2/97(1) ............................................................... 20,000,000 19,994,267
5.66%, 1/15/97(1) .............................................................. 10,000,000 10,007,331
5.67%, 3/28/97(1) .............................................................. 30,000,000 30,006,770
5.70%, 12/1/96(1) .............................................................. 20,970,000 20,981,858
5.98%, 10/1/96(1) .............................................................. 20,000,000 20,000,000
--------------
1,137,388,848
--------------
COMPUTER SOFTWARE - 0.8% First Data Corp.:
5.37%, 7/15/96 ................................................................. 20,000,000 19,958,233
5.38%, 7/2/96 .................................................................. 13,000,000 12,998,057
5.38%, 9/3/96 .................................................................. 20,000,000 19,808,711
--------------
52,765,001
--------------
CONGLOMERATES - 0.5% Mitsubishi International Corp.:
5.23%, 7/5/96 .................................................................. 5,000,000 4,997,094
5.37%, 9/30/96 ................................................................. 6,301,000 6,215,549
Pacific Dunlop Holdings, Inc., guaranteed by Pacific Dunlop Ltd., 5.66%,
1/17/97(1) ..................................................................... 20,000,000 20,010,556
--------------
31,223,199
--------------
</TABLE>
9
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ ------------
<S> <C> <C>
CONSUMER FINANCE - 3.0%
American Express Credit Corp.:
4.92%, 8/23/96 ................................ $ 15,000,000 $ 14,891,350
5.10%, 7/19/96 ................................ 20,000,000 19,949,000
5.22%, 7/3/96 ................................. 15,000,000 14,995,550
5.22%, 7/8/96 ................................. 18,000,000 17,981,275
5.30%, 10/28/96 ............................... 10,000,000 9,824,806
Commercial Credit Co., 8%, 9/1/96 ................ 5,000,000 5,019,167
Island Finance Puerto Rico, Inc.:
5.31%, 7/10/96 ................................ 20,000,000 19,973,450
5.31%, 7/8/96 ................................. 15,000,000 14,984,512
5.40%, 8/12/96 ................................ 20,300,000 20,172,110
5.45%, 8/2/96 ................................. 5,500,000 5,473,356
Sears Roebuck Acceptance Corp.:
5.10%, 7/1/96 ................................. 40,000,000 40,000,000
5.36%, 7/10/96 ................................ 16,800,000 16,777,488
------------
200,042,064
------------
DIVERSIFIED FINANCIAL - 7.1%
Associates Corp. of North America, 5.60%,
7/1/96 ........................................ 10,000,000 10,000,000
Ford Motor Credit Co.:
5.31%, 7/12/96 ................................ 10,000,000 9,983,775
5.31%, 7/2/96 ................................. 10,000,000 9,998,525
5.35%, 10/3/96 ................................ 20,000,000 19,720,611
5.36%, 10/7/96 ................................ 15,000,000 14,781,133
8.88%, 8/1/96 ................................. 5,500,000 5,516,613
<PAGE>
General Electric Capital Corp.:
4.92%, 8/22/96 ................................ 35,000,000 34,751,267
4.94%, 8/19/96 ................................ 10,000,000 9,932,761
4.94%, 8/21/96 ................................ 12,000,000 11,916,020
5.15%, 7/15/96 ................................ 20,000,000 19,959,944
5.24%, 7/2/96 ................................. 10,000,000 9,998,544
5.36%, 10/4/96 ................................ 30,000,000 29,575,667
5.39%, 8/6/96 ................................. 12,600,000 12,532,086
General Electric Capital Services, 5.28%,
10/28/96 ...................................... 20,000,000 19,650,933
</TABLE>
10
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ ------------
<S> <C> <C>
DIVERSIFIED FINANCIAL (CONTINUED)
General Motors Acceptance Corp.:
5.33%, 7/12/96 .................................................... $ 40,000,000 $ 39,934,856
5.39%, 10/2/96 .................................................... 15,000,000 14,791,137
5.39%, 7/2/96 ..................................................... 25,000,000 24,996,257
5.40%, 7/5/96 ..................................................... 25,000,000 24,985,000
5.42%, 11/8/96 .................................................... 10,000,000 9,804,278
5.42%, 8/19/96 .................................................... 8,000,000 7,940,982
5.43%, 8/12/96 .................................................... 9,500,000 9,439,817
5.64%, 7/1/96 ..................................................... 40,000,000 40,000,000
5.66%, 8/19/96(1) ................................................. 30,000,000 29,999,789
5.67%, 7/19/96(1) ................................................. 23,300,000 23,299,998
8.25%, 8/1/96 ..................................................... 8,400,000 8,419,869
8.63%, 7/15/96 .................................................... 10,000,000 10,011,847
Household Finance Corp., 5.28%, 8/19/96 .............................. 10,000,000 9,928,133
Prudential Funding Corp., 5.06%, 7/8/96 .............................. 10,000,000 9,990,161
------------
481,860,003
------------
DRUG WHOLESALERS - 1.1% Glaxo Wellcome PLC:
5.28%, 8/16/96(4) ................................................. 8,000,000 7,946,027
5.28%, 8/22/96(4) ................................................. 14,000,000 13,893,227
5.29%, 7/26/96(4) ................................................. 40,000,000 39,852,892
5.30%, 7/12/96(4) ................................................. 5,000,000 4,991,903
5.35%, 7/8/96(4) .................................................. 9,200,000 9,190,429
------------
75,874,478
------------
ELECTRIC UTILITIES - 0.4%
Vattenfall Treasury, Inc. guaranteed by Vattenfall AB, 5.35%,
10/16/96............................................................. 30,000,000 29,522,958
-------------
ELECTRICAL EQUIPMENT - 0.4% Xerox Corp.:
4.93%, 8/19/96 .................................................... 10,000,000 9,932,897
5.30%, 7/26/96 .................................................... 15,000,000 14,944,792
------------
24,877,689
------------
</TABLE>
11
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------ ----------
<S> <C> <C>
ELECTRONICS-1.8%
Avnet, Inc., 5.30%, 7/18/96 ................... $ 10,000,000 $ 9,974,972
ITT Industries, Inc.:
5.31%, 7/12/96(4) .......................... 20,000,000 19,967,306
5.35%, 7/22/96(4) .......................... 10,000,000 9,968,792
5.40%, 7/8/96(4) ........................... 7,000,000 6,992,650
Mitsubishi Electric Finance America, Inc.:
5.12%, 7/24/96(4) .......................... 12,000,000 11,960,747
5.30%, 8/21/96(4) .......................... 10,000,000 9,924,917
5.35%, 7/31/96(4) .......................... 25,000,000 24,888,542
5.41%, 8/7/96(4) ........................... 8,000,000 7,955,518
Panasonic Finance, Inc.:
5.28%, 8/23/96(4) .......................... 11,277,000 11,189,340
5.28%, 8/8/96(4) ........................... 10,000,000 9,944,267
------------
122,767,051
------------
ENERGY SERVICES & PRODUCERS-0.4%
Union Pacific Resources Group, Inc.:
5.34%, 7/11/96(4) .......................... 10,000,000 9,985,167
5.35%, 7/9/96(4) ........................... 15,700,000 15,681,334
------------
25,666,501
------------
ENVIRONMENTAL-1.9% WMX Technologies, Inc.:
4.90%, 11/15/96(4) ......................... 12,600,000 12,365,045
5.10%, 8/16/96(4) .......................... 20,000,000 19,869,667
5.21%, 7/11/96(4) .......................... 15,000,000 14,977,792
5.22%, 7/9/96(4) ........................... 20,000,000 19,976,311
5.32%, 9/10/96(4) .......................... 10,000,000 9,895,078
5.35%, 10/15/96(4) ......................... 15,000,000 14,763,708
5.35%, 7/18/96(4) .......................... 20,000,000 19,949,472
5.36%, 7/16/96(4) .......................... 8,700,000 8,680,715
5.38%, 8/12/96(4) .......................... 10,000,000 9,937,233
------------
130,415,021
------------
HEALTHCARE/DRUGS-0.4%
Sandoz Corp.:
5.28%, 7/25/96(4) .......................... 10,000,000 9,964,767
5.30%, 7/17/96 ............................. 20,000,000 19,952,889
------------
29,917,656
------------
</TABLE>
12
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
<PAGE>
Face Value
Amount See Note 1
------------ ------------
<S> <C> <C>
HEALTHCARE/SUPPLIES & SERVICES-1.7%
A.H. Robins Co., Inc., guaranteed by American Home Products:
5.32%, 7/26/96(4) ....................................... $ 40,000,000 $ 39,851,181
5.42%, 8/21/96(4) ....................................... 15,000,000 14,884,825
American Home Products, 5.32%, 7/26/96(4) .................. 40,000,000 39,852,222
Sherwood Medical Co., guaranteed by American Home Products:
5.31%, 8/2/96(4) ........................................ 13,447,000 13,383,530
5.43%, 7/19/96(4) ....................................... 5,000,000 4,986,425
------------
112,958,183
------------
INDUSTRIAL SERVICES-0.4% Atlas Copco AB:
5.02%, 9/3/96(4) ........................................ 8,000,000 7,928,604
5.32%, 10/30/96(4) ...................................... 5,000,000 4,910,594
PHH Corp., 5.45%, 3/26/97(1) ............................... 15,000,000 14,993,554
------------
27,832,752
------------
INSURANCE-5.1%
Allstate Life Insurance Co., 5.44%, 7/1/96(1)(2)(3) ........ 40,000,000 40,000,000
General American Life Insurance Co., 6%, 7/1/96(1)(2)(3) ... 50,000,000 50,000,000
Jackson National Life, 5.46%, 7/1/96(1)(2)(3) .............. 40,000,000 40,000,000
Pacific Mutual Life Insurance Co., 5.57%, 2/14/97(1)(2)(3) . 25,000,000 25,000,000
Protective Life Insurance Co., 5.59%, 7/1/96(1)(2)(3) ...... 10,000,000 10,000,000
TransAmerica Life Insurance & Annuity Co.:
5.44%, 10/15/96(1)(2)(3) ................................ 50,000,000 50,000,000
5.44%, 9/27/96(1)(2)(3) ................................. 25,000,000 25,000,000
5.44%, 9/30/96(1)(2)(3) ................................. 30,000,000 30,000,000
5.52%, 8/1/96(1)(2)(3) .................................. 43,000,000 43,000,000
5.52%, 7/10/96(1)(2)(3) ................................. 30,000,000 30,000,000
------------
343,000,000
------------
LEASING & FACTORING-3.6% CSW Credit, Inc.:
5.30%, 7/19/96 .......................................... 17,300,000 17,254,155
5.31%, 7/8/96 ........................................... 15,100,000 15,084,409
5.42%, 8/12/96 .......................................... 20,200,000 20,072,269
</TABLE>
13
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
-------- ---------
<S> <C> <C>
LEASING & FACTORING-3.6% (CONTINUED)
International Lease Finance Corp.:
5.27%, 8/2/96 ............................................... $ 25,000,000 $ 24,882,889
5.28%, 8/13/96 .............................................. 20,000,000 19,873,867
5.28%, 8/15/96 .............................................. 33,750,000 33,527,250
5.30%, 7/8/96 ............................................... 35,000,000 34,963,931
5.35%, 7/12/96 .............................................. 30,600,000 30,550,351
The Hertz Corp.:
5.20%, 7/12/96 .............................................. 15,000,000 14,976,167
5.31%, 7/17/96 .............................................. 30,000,000 29,929,200
------------
241,114,488
------------
MANUFACTURING-0.5%
Rexam PLC:
5.30%, 7/24/96(4) ........................................... 23,115,000 23,036,730
5.35%, 7/1/96(4) ............................................ 10,000,000 10,000,000
------------
33,036,730
------------
METALS/MINING-0.6%
English China Clays PLC, 5.30%, 7/8/96(4) ...................... 15,700,000 15,683,804
RTZ America, Inc., guaranteed by RTC Corp. PLC, 5.35%,
7/8/96(4) ................................................... 27,000,000 26,971,912
------------
42,655,716
------------
NONDURABLE HOUSEHOLD GOODS-0.5%
Colgate-Palmolive Co., 5.20%, 9/23/96(4) ....................... 35,000,000 34,575,508
------------
SAVINGS & LOANS-1.5%
Great Western Bank FSB, 5.32%, 7/12/96 ......................... 25,000,000 24,959,361
Household Bank FSB:
5.35%, 8/15/96 .............................................. 25,000,000 24,999,691
5.39%, 8/7/96 ............................................... 10,000,000 10,000,000
5.39%, 9/27/96(1) ........................................... 45,000,000 44,997,169
------------
104,956,221
------------
SPECIAL PURPOSE FINANCIAL-13.5% Asset-Securitization Cooperative:
5.28%, 7/12/96(4) ........................................... 15,000,000 14,975,800
5.30%, 7/18/96(4) ........................................... 25,000,000 24,937,431
5.30%, 7/23/96(4) ........................................... 20,000,000 19,935,222
5.31%, 7/17/96(4) ........................................... 15,000,000 14,964,600
5.31%, 7/31/96(4) ........................................... 8,665,000 8,626,657
5.41%, 8/19/96(4) ........................................... 25,000,000 24,815,910
</TABLE>
14
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
-------- ---------
<S> <C> <C>
SPECIAL PURPOSE FINANCIAL-13.5%
CIESCO L.P.:
5.35%, 7/11/96 ................................................... $10,000,000 $ 9,985,139
5.42%, 5/19/97(1)(4) ............................................. 17,000,000 16,997,422
Cooperative Association of Tractor Dealers, Inc.:
5%, 8/22/96 ...................................................... 6,300,000 6,250,405
5.08%, 7/2/96 .................................................... 12,000,000 11,998,248
5.17%, 7/15/96 ................................................... 7,000,000 6,985,926
Corporate Asset Funding Co., Inc.:
5%, 9/3/96 ....................................................... 10,100,000 10,010,222
5.27%, 9/12/96 ................................................... 25,000,000 24,732,840
CXC, Inc.:
5.32%, 8/5/96(4) ................................................. 30,000,000 29,844,833
5.32%, 9/13/96(4) ................................................ 25,000,000 24,726,611
5.35%, 7/1/96(4) ................................................. 25,000,000 25,000,000
5.35%, 7/11/96(4) ................................................ 6,300,000 6,290,637
5.39%, 8/20/96(4) ................................................ 25,000,000 24,812,847
5.40%, 8/22/96(4) ................................................ 44,000,000 43,656,800
Falcon Asset Securitization Corp.:
5.31%, 8/7/96(4) ................................................. 15,100,000 15,017,592
5.35%, 7/10/96(4) ................................................ 9,200,000 9,187,695
5.41%, 7/25/96(4) ................................................ 12,860,000 12,813,618
First Deposit Master Trust 1993-3:
5.10%, 8/8/96(4) ................................................. 5,000,000 4,973,083
5.33%, 7/25/96(4) ................................................ 5,000,000 4,982,233
5.42%, 8/12/96(4) ................................................ 15,400,000 15,302,621
Fleet Funding Corp.:
5.35%, 7/8/96(4) ................................................. 19,900,000 19,879,298
5.37%, 7/12/96(4) ................................................ 21,268,000 21,233,103
<PAGE>
New Center Asset Trust:
5.29%, 8/5/96 .................................................... 15,000,000 14,922,854
5.36%, 7/12/96 ................................................... 20,000,000 19,967,244
5.37%, 9/12/96 ................................................... 25,000,000 24,727,771
Sheffield Receivables Corp.:
5.28%, 7/1/96 .................................................... 27,685,000 27,685,000
5.35%, 7/11/96(4) ................................................ 19,200,000 19,171,467
5.35%, 7/8/96 .................................................... 39,360,000 39,318,936
Short-Term Card Account Trust 1995-1, Class A1, 5.51%,
1/15/97(1)(2) .................................................... 25,000,000 25,000,000
</TABLE>
15
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
-------- ----------
<S> <C> <C>
SPECIAL PURPOSE FINANCIAL (CONTINUED)
SMM Trust:
1995-I, 5.48%, 5/29/97(1)(2) ........................................ $ 35,000,000 $ 35,000,000
1995-B, 5.49%, 8/2/96(1)(2) ......................................... 20,000,000 20,000,000
1995-B, 5.91%, 11/15/96(1)(2) ....................................... 10,000,000 10,000,000
1996-V, 5.62%, 3/26/97(1)(2) ........................................ 20,000,000 20,000,000
Structured Enhanced Return Trust 1993 Series A-02, 5.54%,
11/18/96(1)(2) ...................................................... 10,000,000 10,000,000
WCP Funding:
5.30%, 7/25/96(4) ................................................... 30,000,000 29,894,000
5.30%, 7/26/96(4) ................................................... 20,000,000 19,926,389
5.31%, 7/12/96(4) ................................................... 25,000,000 24,959,437
5.34%, 7/2/96(4) .................................................... 25,000,000 24,996,292
5.35%, 7/10/96(4) ................................................... 20,000,000 19,973,250
5.35%, 7/11/96(4) ................................................... 12,000,000 11,982,167
5.40%, 8/21/96(4) ................................................... 50,000,000 49,617,500
5.42%, 8/16/96(4) ................................................... 15,000,000 14,896,117
--------------
914,975,217
--------------
SPECIALTY RETAILING-0.5%
St. Michael Finance Ltd., guaranteed by Marks & Spencer PLC:
5.03%, 8/29/96 ...................................................... 10,000,000 9,918,056
5.28%, 8/20/96 ...................................................... 15,000,000 14,890,000
5.31%, 8/28/96 ...................................................... 6,739,000 6,681,348
--------------
31,489,404
--------------
TELECOMMUNICATIONS-TECHNOLOGY-1.0%
NYNEX Corp.:
5.33%, 7/12/96 ...................................................... 26,600,000 26,556,679
5.33%, 8/14/96 ...................................................... 15,000,000 14,902,283
5.35%, 7/29/96 ...................................................... 15,000,000 14,937,583
5.38%, 8/5/96 ....................................................... 10,000,000 9,947,694
--------------
66,344,239
--------------
TELEPHONE UTILITIES-1.1% GTE Corp.:
5.37%, 7/18/96 ...................................................... 6,400,000 6,383,771
5.37%, 7/8/96 ....................................................... 31,890,000 31,856,701
5.40%, 7/10/96 ...................................................... 37,000,000 36,950,050
--------------
75,190,522
--------------
Total Short-Term Notes (Cost $5,397,447,049) ........................... 5,397,447,049
--------------
</TABLE>
16
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1996 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
-------- ----------
<S> <C> <C>
U.S. GOVERNMENT OBLIGATIONS-0.3%
U.S. Treasury Bills, 4.87%, 8/15/96 (Cost $19,878,375) .......................... $ 20,000,000 $ 19,878,375
---------------
FOREIGN GOVERNMENT OBLIGATIONS-1.3% Bayerische Landesbank Girozentrale:
5.06%, 8/27/96 ............................................................... 25,000,000 25,000,000
5.07%, 8/21/96 ............................................................... 25,000,000 25,000,346
Finnish Export Credit, Ltd., supported by the Republic of Finland, 5.08%,
7/26/96 ...................................................................... 15,000,000 14,947,083
Unibanco-Uniao de Brancos Brasileiros SA-Grand Cayman,
guaranteed by Westdeutsche Landesbank Girozentrale, 5.37%, 7/5/96 ............ 25,000,000 24,985,083
---------------
Total Foreign Government Obligations (Cost $89,932,512) ......................... 89,932,512
---------------
Total Investments, at Value ..................................................... 100.6% 6,792,935,157
--------------- ---------------
Liabilities in Excess of Other Assets ........................................... (0.6) (40,051,124)
--------------- ---------------
Net Assets ...................................................................... 100.0% $ 6,752,884,033
================ ================
</TABLE>
Short-term notes, bankers' acceptances, and direct bank obligations are
generally traded on a discount basis; the interest rate is the discount rate
received by the Trust at the time of purchase. Other securities normally bear
interest at the rates shown.
1. Floating or variable rate obligation maturing in more than one year. The
interest rate, which is based on specific, or an index of, market interest
rates, is subject to change periodically and is the effective rate on June
30, 1996. This instrument may also have a demand feature which allows the
recovery of principal at any time, or at specified intervals not exceeding
one year, on up to 30 days' notice. Maturity date shown represents effective
maturity based on variable rate and, if applicable, demand feature.
2. Restricted securities amount to $517,900,000, or 7.67% of the Trust's net
assets, at June 30, 1996. In addition to being restricted, the security may
be considered illiquid by virtue of the absence of a readily available market
or because of legal or contractual restrictions on resale. Illiquid
securities amount to $190,000,000, or 2.81% of the Trust's net assets, at
June 30, 1996. The Trust may not invest more than 10% of its net assets
(determined at the time of purchase) in illiquid securities.
3. Put obligation redeemable at full face value on the date reported.
4. Security issued in an exempt transaction without registration under the
Securities Act of 1933 (the Act). The securities are carried at amortized
cost, and amount to $1,405,786,822, or 20.82% of the Trust's net assets.
See accompanying Notes to Financial Statements.
17
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES June 30, 1996 Centennial Money Market Trust
<TABLE>
<S> <C>
ASSETS:
Investments, at value-see accompanying statement ............. $6,792,935,157
Cash ......................................................... 208,823
Receivables:
Shares of beneficial interest sold .......................... 27,411,186
Interest .................................................... 18,308,069
Securities sold ............................................. 6,800,000
Other ........................................................ 43,878
--------------
Total assets ............................................... 6,845,707,113
--------------
LIABILITIES:
Payables and other liabilities:
Shares of beneficial interest redeemed ...................... 81,487,588
Dividends ................................................... 8,884,619
Transfer and shareholder servicing agent fees ............... 721,994
Service plan fees ........................................... 377,260
Shareholder reports ......................................... 347,170
Trustees' fees .............................................. 3,120
Other ....................................................... 1,001,329
--------------
Total liabilities .......................................... 92,823,080
NET ASSETS ................................................... $6,752,884,033
==============
COMPOSITION OF NET ASSETS:
Paid-in capital .............................................. $6,752,559,664
Accumulated net realized gain on investment transactions ..... 324,369
--------------
NET ASSETS-applicable to 6,752,559,664 shares of beneficial
interest outstanding ...................................... $6,752,884,033
==============
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER
SHARE ..................................................... $ 1.00
</TABLE>
See accompanying Notes to Financial Statements.
18
<PAGE>
STATEMENT OF OPERATIONS For the Year Ended June 30, 1996
Centennial Money Market Trust
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME-Interest ........................... $345,130,867
------------
EXPENSES:
Management fees-Note 3 ............................... 21,572,513
Service plan fees-Note 3 ............................. 12,171,435
Transfer and shareholder servicing agent fees -
Note 3 ............................................. 5,648,855
Registration and filing fees ......................... 1,002,403
Custodian fees and expenses .......................... 625,400
Shareholder reports .................................. 590,603
Trustees' fees and expenses .......................... 20,804
Other ................................................ 86,307
------------
Total expenses ..................................... 41,718,320
------------
NET INVESTMENT INCOME ................................ 303,412,547
NET REALIZED GAIN ON INVESTMENTS ..................... 265,465
------------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS ......................................... $303,678,012
============
</TABLE>
===============================================================================
STATEMENTS OF CHANGES IN NET ASSETS
Centennial Money Market Trust
<TABLE>
<CAPTION>
Year Ended June 30,
1996 1995
---- ----
<S> <C> <C>
OPERATIONS:
Net investment income ....................................... $ 303,412,547 $ 167,484,276
Net realized gain ........................................... 265,465 431,897
--------------- ---------------
Net increase in net assets resulting from operations ........ 303,678,012 167,916,173
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS ................. (303,849,237) (167,484,999)
BENEFICIAL INTEREST TRANSACTIONS
Net increase in net assets resulting from beneficial interest
transactions-Note 2 ...................................... 1,940,862,519 2,252,373,243
--------------- ---------------
NET ASSETS:
Total increase .............................................. 1,940,691,294 2,252,804,417
Beginning of period ......................................... 4,812,192,739 2,559,388,322
--------------- ---------------
End of period ............................................... $ 6,752,884,033 $ 4,812,192,739
=============== ===============
</TABLE>
See accompanying Notes to Financial Statements.
19
<PAGE>
FINANCIAL HIGHLIGHTS
Centennial Money Market Trust
<TABLE>
<CAPTION>
Year Ended June 30,
-------------------------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning
of period ................................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment
operations-net investment
<PAGE>
income and net realized gain .............. .05 .05 .03(1) .03(1) .04(1)
Dividends and distributions to shareholders... (.05) (.05) (.03) (.03) (.04)
--------- --------- --------- --------- ---------
Net asset value, end of period ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ========= ========= =========
TOTAL RETURN, AT
NET ASSET VALUE(2) ........................ 5.11% 5.21% 2.82% 2.91% 4.73%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions) ...... $ 6,753 $ 4,812 $ 2,559 $ 1,991 $ 1,270
Average net assets (in millions) ............. $ 6,077 $ 3,342 $ 2,346 $ 1,701 $ 821
RATIOS TO AVERAGE NET ASSETS:
Net investment income ........................ 4.99% 5.01% 2.84% 2.82% 4.31%
Expenses ..................................... 0.69% 0.73% 0.76%(1) 0.78%(1) 0.69%(1)
</TABLE>
1. Net investment income would have been $.03, $.03 and $.04 per share absent
the voluntary expense limitation, resulting in an expense ratio of 0.81%,
0.83%, and 0.81% for the years ended June 30, 1994, 1993 and 1992,
respectively.
2. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are
not annualized for periods of less than one full year. Total returns reflect
changes in net investment income only.
See accompanying Notes to Financial Statements.
20
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Centennial Money Market Trust
1. SIGNIFICANT ACCOUNTING POLICIES
Centennial Money Market Trust (the Trust) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Trust's investment objective is to seek the maximum
current income that is consistent with low capital risk and the maintenance of
liquidity. The Trust's investment advisor is Centennial Asset Management
Corporation (the Manager), a subsidiary of OppenheimerFunds, Inc. (OFI). The
following is a summary of significant accounting policies consistently followed
by the Trust.
Investment Valuation-Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
Federal Taxes-The Trust intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required.
Distributions to Shareholders-The Trust intends to declare dividends from net
investment income each day the New York Stock Exchange is open for business and
pay such dividends monthly. To effect its policy of maintaining a net asset
value of $1.00 per share, the Trust may withhold dividends or make distributions
of net realized gains.
Other-Investment transactions are accounted for on the date the investments are
purchased or sold (trade date). Realized gains and losses on investments are
determined on an identified cost basis, which is the same basis used for federal
income tax purposes.
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 income and expenses during the reporting period. Actual
results could differ from those estimates.
21
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
Centennial Money Market Trust
2. SHARES OF BENEFICIAL INTEREST
The Trust has authorized an unlimited number of no par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<CAPTION>
Year Ended June 30, 1996 Year Ended June 30, 1995
---------------------------------------- ----------------------------------------
Shares Amount Shares Amount
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sold ...................... 21,158,638,888 $ 21,158,638,888 14,974,552,413 $ 14,974,552,413
Dividends and distributions
reinvested .............. 297,883,433 297,883,433 156,243,456 156,243,456
Redeemed .................. (19,515,659,802) (19,515,659,802) (12,878,422,626) (12,878,422,626)
---------------- ---------------- ---------------- ----------------
Net increase .............. 1,940,862,519 $ 1,940,862,519 2,252,373,243 $ 2,252,373,243
================ ================ ================ ================
</TABLE>
3. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Trust which provides for a fee of 0.50% on the first
$250 million of average annual net assets with a reduction of 0.025% on each
$250 million thereafter, to 0.40% on net assets in excess of $1 billion. The
Manager has agreed to reimburse the Trust if aggregate expenses (with specified
exceptions) exceed the lesser of 1.5% of the first $30 million of average annual
net assets of the Trust, plus 1% of average annual net assets in excess of $30
million; or 25% of the total annual investment income of the Trust.
Independent of the investment advisory agreement, the Manager has voluntarily
agreed to waive a portion of the management fee otherwise payable to it by the
Trust to the extent necessary to: (a) permit the Trust to have a seven-day yield
equal to that of Daily Cash Accumulation Fund, Inc., and (b) to reduce, on an
annual basis, the management fee paid on the average net assets of the Trust in
excess of $1 billion from 0.40% to: 0.40% of average net assets in excess of $1
billion but less than $1.25 billion; 0.375% of average net assets in excess of
$1.25 billion but less than $1.50 billion; 0.35% of average net assets in excess
of $1.50 billion but less than $2 billion; and 0.325% of average net assets in
excess of $2 billion. This undertaking became effective as of December 1, 1991,
and may be modified or terminated by the Manager at any time.
Shareholder Services, Inc. (SSI), a subsidiary of OFI, is the transfer and
shareholder servicing agent for the Trust, and for other registered investment
companies. SSI's total costs of providing such services are allocated ratably to
these companies.
Under an approved service plan, the Trust may expend up to 0.20% of its net
assets annually to reimburse certain securities dealers and other financial
institutions and organizations for costs incurred in distributing Trust shares.
22
<PAGE>
Exhibit A
DESCRIPTION OF SECURITIES RATINGS
Below is a description of the two highest rating categories for Short Term Debt
and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on behalf of
the Trust. The ratings descriptions are based on information supplied by the
ratings organizations to subscribers.
Short Term Debt Ratings.
Moody's Investors Service, Inc. ("Moody's"): The following rating designations
for commercial paper (defined by Moody's as promissory obligations not having
original maturity in excess of nine months), are judged by Moody's to be
investment grade, and indicate the relative repayment capacity of rated
issuers:
Prime-1: Superior capacity for repayment. Capacity will normally be
evidenced by the following characteristics: (a) leveling market
positions in well-established industries; (b) high rates of return
on funds employed; (c) conservative capitalization structures with
moderate reliance on debt and ample asset protection; (d) broad
margins in earning coverage of fixed financial charges and high
internal cash generation; and (e) well established access to a
range of financial markets and assured sources of alternate
liquidity.
Prime-2: Strong capacity for repayment. This will normally be evidenced by
many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.
Moody's ratings for state and municipal short-term obligations are designated
"Moody's Investment Grade" ("MIG"). Short-term notes which have demand features
may also be designated as "VMIG".
These rating categories are as follows:
MIG1/VMIG1: Best quality. There is present strong protection by
established cash flows, superior liquidity support or
demonstrated broadbased access to the market for
refinancing.
MIG2/VMIG2: High quality. Margins of protection are ample although
not so large as in the preceding group.
Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of no more
than 365 days) assess the likelihood of payment:
A-1: Strong capacity for timely payment. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign
(+) designation.
A-23
<PAGE>
A-2: Satisfactory capacity for timely payment. However, the relative
degree of safety is not as high as for issues designated "A-1".
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will
be given a plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest.
S&P assigns "dual ratings" to all municipal debt issues that have a demand
or double feature as part of their provisions. The first rating addresses the
likelihood of repayment of principal and interest as due, and the second rating
addresses only the demand feature. With short-term demand debt, S&P's note
rating symbols are used with the commercial paper symbols (for example, "SP-
1+/A-1+").
Fitch Investors Service, Inc. ("Fitch"): Fitch assigns the following short-
term ratings to debt obligations that are payable on demand or have original
maturities of generally up to three years, including commercial paper,
certificates of deposit, medium-term notes, and municipal and investment notes:
F-1+: Exceptionally strong credit quality; the strongest degree of assurance for
timely payment.
F-1: Very strong credit quality; assurance of timely payment is only
slightly less in degree than issues rated "F-1+".
F-2: Good credit quality; satisfactory degree of assurance for timely
payment, but the margin of safety is not as great as for issues
assigned "F-1+" or "F-1" ratings.
Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for commercial
paper (defined by Duff & Phelps as obligations with maturities, when issued, of
under one year), asset-backed commercial paper, and certificates of deposit (the
ratings cover all obligations of the institution with maturities, when issued,
of under one year, including bankers' acceptance and letters of credit):
Duff 1+: Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative
sources of funds, is outstanding, and safety is just below
risk-free U.S. Treasury short-term obligations.
Duff 1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors.
Risk factors are minor.
Duff 1-: High certainty of timely payment. Liquidity factors are strong
and supported by good fundamental protection factors. Risk
factors are very small.
Duff 2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge
total financing requirements, access to capital markets is good.
Risk factors are small.
IBCA Limited or its affiliate IBCA Inc. ("IBCA"): Short-term ratings,
including commercial paper (with maturities up to 12 months), are as follows:
A1: Obligations supported by the highest capacity for timely repayment.
A1: Obligations supported by a very strong capacity for timely repayment.
A2: Obligations supported by a strong capacity for timely repayment,
although such capacity may be susceptible to adverse changes in
business, economic, or financial conditions.
Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply to
commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.
TBW-1: The highest category; indicates the degree of safety regarding
timely repayment of principal and interest is very strong.
TBW-2: The second highest rating category; while the degree of safety regarding
timely repayment of principal and interest is strong, the relative
degree of safety is not as high
as for issues rated "TBW-1".
Long Term Debt Ratings. These ratings are relevant for securities purchased by
the Trust with a remaining maturity of 397 days or less, or for rating issuers
of short-term obligations.
Moody's: Bonds (including municipal bonds) are rated as follows:
Aaa: Judged to be the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt edge." Interest
payments are protected by a large or by an exceptionally stable margin,
and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely
to impair the fundamentally strong positions of such issues.
Aa: Judged to be of high quality by all standards. Together with the "Aaa"
group they comprise what are generally known as high-grade bonds. They
are rated lower than the best bonds because margins of protection may
not be as large as in "Aaa" securities or fluctuations of protective
elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in
"Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the higher
end of its generic rating category; the modifier "2" indicates a mid-range
ranking; and the modifier "3" indicates that the issue ranks in the lower end of
its generic rating category.
A-24
<PAGE>
Standard & Poor's: Bonds (including municipal bonds) are rated as follows:
AAA: The highest rating assigned by S&P. Capacity to pay interest and
repay principal is extremely strong.
AA: A strong capacity to pay interest and repay principal and differ
from "AAA" rated issues only in small degree.
Fitch:
AAA: Considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA: Considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA". Plus (+)
and minus (-) signs are used in the "AA" category to indicate the
relative position of a credit within that category.
Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issuers
is generally rated "F-1+".
Duff & Phelps:
AAA: The highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.
AA: High credit quality. Protection factors are strong. Risk is modest
but may vary slightly from time to time because of economic
conditions. Plus (+) and minus (-) signs are used in the "AA"
category to indicate the relative position of a credit within that
category.
IBCA: Long-term obligations (with maturities of more than 12 months) are
rated as follows:
AAA: The lowest expectation of investment risk. Capacity for timely
repayment of principal and interest is substantial such that adverse
changes in business, economic, or financial conditions are unlikely
to increase investment risk significantly.
AA: A very low expectation for investment risk. Capacity for timely
repayment of principal and interest is substantial. Adverse changes
in business, economic, or financial conditions may increase
investment risk albeit not very significantly.
A plus (+) or minus (-) sign may be appended to a long term rating to denote
relative status within a rating category.
TBW: TBW issues the following ratings for companies. These ratings assess the
likelihood of
A-25
<PAGE>
receiving payment of principal and interest on a timely basis and incorporate
TBW's opinion as to the vulnerability of the company to adverse developments,
which may impact the market's perception of the company, thereby affecting the
marketability of its securities.
A: Possesses an exceptionally strong balance sheet and earnings record,
translating into an excellent reputation and unquestioned access to
its natural money markets. If weakness or vulnerability exists in any
aspect of the company's business, it is entirely mitigated by the
strengths of the organization.
A/B: The company is financially very solid with a favorable track record
and no readily apparent weakness. Its overall risk profile, while low,
is not quite as favorable as for companies in the highest rating
category.
A-26
<PAGE>
Exhibit B
CORPORATE INDUSTRY CLASSIFICATIONS
Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
<PAGE>
Food
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking
A-23
<PAGE>
Exhibit C
AUTOMATIC WITHDRAWAL PLAN PROVISIONS
By requesting an Automatic Withdrawal Plan, the shareholder agrees to the terms
and conditions applicable to such plans, as stated below and elsewhere in the
Application for such Plans, and the Prospectus and this Statement of Additional
Information as they may be amended from time to time by the Trust and/or the
Distributor. When adopted, such amendments will automatically apply to existing
Plans.
Trust shares will be redeemed as necessary to meet withdrawal payments.
Shares acquired without a sales charge will be redeemed first and thereafter
shares acquired with reinvested dividends and distributions followed by shares
acquired with a sales charge will be redeemed to the extent necessary to make
withdrawal payments. Depending upon the amount withdrawn, the investor's
principal may be depleted. Payments made to shareholders under such plans should
not be considered as a yield or income on investment. Purchases of additional
shares concurrently with withdrawals are undesirable because of sales charges on
purchases when made. Accordingly, a shareholder may not maintain an Automatic
Withdrawal Plan while simultaneously making regular purchases.
1. Shareholder Services, Inc., the Transfer Agent of the Trust, will
administer the Automatic Withdrawal Plan (the "Plan") as agent for the person
(the "Planholder") who executed the Plan authorization and application submitted
to the Transfer Agent.
2. Certificates will not be issued for shares of the Trust purchased for
and held under the Plan, but the Transfer Agent will credit all such shares to
the account of the Planholder on the records of the Trust. Any share
certificates now held by the Planholder may be surrendered unendorsed to the
Transfer Agent with the Plan application so that the shares represented by the
certificate may be held under the Plan. Those shares will be carried on the
Planholder's Plan Statement.
3. Distributions of capital gains must be reinvested in shares of the
Trust, which will be done at net asset value without a sales charge. Dividends
may be paid in cash or reinvested.
4. Redemptions of shares in connection with disbursement payments will be
made at the net asset value per share determined on the redemption date.
5. Checks or ACH payments will be transmitted three business days prior to
the date selected for receipt of the monthly or quarterly payment (the date of
receipt is approximate), according to the choice specified in writing by the
Planholder.
6. The amount and the interval of disbursement payments and the address to
which checks are to be mailed may be changed at any time by the Planholder on
written notification to the Transfer Agent. The Planholder should allow at least
two weeks' time in mailing such notification before the requested change can be
put in effect.
A-24
<PAGE>
7. The Planholder may, at any time, instruct the Transfer Agent by written
notice (in proper form in accordance with the requirements of the then current
Prospectus of the Trust) to redeem all, or any part of, the shares held under
the Plan. In such case, the Transfer Agent will redeem the number of shares
requested at the net asset value per share in effect in accordance with the
Trust's usual redemption procedures and will mail a check for the proceeds of
such redemption to the Planholder.
8. The Plan may, at any time, be terminated by the Planholder on written
notice to the Transfer Agent, or by the Transfer Agent upon receiving directions
to that effect from the Trust. The Transfer Agent will also terminate the Plan
upon receipt of evidence satisfactory to it of the death or legal incapacity of
the Planholder. Upon termination of the Plan by the Transfer Agent or the Trust,
shares remaining unredeemed will be held in an uncertificated account in the
name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder, his executor or guardian, or as
otherwise appropriate.
9. For purposes of using shares held under the Plan as collateral, the
Planholder may request issuance of a portion of his shares in certificated form.
Upon written request from the Planholder, the Transfer Agent will determine the
number of shares as to which a certificate may be issued, so as not to cause the
withdrawal checks to stop because of exhaustion of uncertificated shares needed
to continue payments. Should such uncertificated shares become exhausted, Plan
withdrawals will terminate.
10. The Transfer Agent shall incur no liability to the Planholder for any
action taken or omitted by the Transfer Agent in good faith.
11. In the event that the Transfer Agent shall cease to act as transfer
agent for the Trust, the Planholder will be deemed to have appointed any
successor transfer agent to act as his agent in administering the Plan.
A-25
<PAGE>
Investment Advisor and Distributor
Centennial Asset Management Corporation
3410 South Galena Street
Denver, Colorado 80231
Transfer Agent and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217-5143
1-800-525-9310
Custodian
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
555 Seventeenth Street, Suite 3600
Denver, Colorado 80202-3942
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
The Colorado State Bank Building
1600 Broadway - Suite 1480
Denver, Colorado 80202
PXO150.001 1196
A-26
<PAGE>
DAILY CASH ACCUMULATION FUND, INC.
Supplement dated August 14, 1997 to the
Prospectus dated April 25, 1997
This Supplement to the Prospectus replaces the Supplement dated May 1, 1997 and
changes the Prospectus as follows:
1. The following paragraphs are added on page 9 at the end of "How the Fund is
Managed":
The Board of Directors of the Fund has determined that it is in the best
interest of the Fund's shareholders that the Fund reorganize with and into
Centennial Money Market Trust. The Board of Directors unanimously approved
the terms of an Agreement and Plan of Reorganization to be entered into
between these funds (the "Reorganization Plan") and the transactions
contemplated (the transactions are referred to as the "Reorganization").
The Board of Directors further determined that the Reorganization should
be submitted to the Fund's shareholders for approval, and recommended that
shareholders approve the Reorganization.
Pursuant to the Reorganization Plan, (i) substantially all of the assets
of the Fund would be exchanged for shares of Centennial Money Market
Trust, (ii) these shares of Centennial Money Market Trust would be
distributed to the shareholders of the Fund, (iii) the Fund would be
liquidated, and (iv) the Fund would be dissolved and, in connection with
the dissolution, the outstanding shares of the Fund would be canceled. It
is expected that the Reorganization will be tax-free pursuant to Section
368(a)(1) of the Internal Revenue Code of 1986, as amended, and the Fund
will request an opinion from the Fund's independent auditors to that
effect.
A meeting of the shareholders has been scheduled for November 18, 1997 to
vote on the Reorganization. Approval of the Reorganization requires the
affirmative vote of the holders of a majority of the total number of
shares outstanding and entitled to vote thereon. There is no assurance
that the Fund's shareholders will approve the Reorganization. Details
about the Reorganization will be contained in a proxy statement and other
soliciting materials to be sent to the Fund's shareholders of record as of
September 19, 1997. Persons who become shareholders of the Fund after the
record date for the shareholder meeting will not be entitled to vote on
the Reorganization.
Continued
<PAGE>
2. In "Exchange Privilege" under "Exchanges of Shares" on page 15, the fourth
sentence of the third paragraph is replaced by the following:
The redemption proceeds of shares of the Fund acquired by exchange of Class A
shares of an Eligible Fund purchased subject to a CDSC, that are redeemed within
12 months of the end of the calendar month of the initial purchase of the
exchanged shares (18 months for shares purchased prior to May 1, 1997), will be
subject to the CDSC as described in the prospectus of that other Eligible Fund.
3. The section captioned "Exchanges of Shares" is revised by adding the
following after the sub-section captioned "Telephone Instructions" on page 16:
Shareholder Transactions by Fax. Beginning May 30, 1997, requests for certain
account transactions may be sent to the Transfer Agent by fax (telecopier).
Please call 1-800-525-7048 for information about which transactions are
included. Transaction requests submitted by fax are subject to the same rules
and restrictions as written and telephone requests described in this Prospectus.
August 14, 1997 PS0140.002
<PAGE>
Daily Cash Accumulation Fund, Inc.
Prospectus dated April 25, 1997
Daily Cash Accumulation Fund, Inc. is a no-load "money market" mutual fund that
seeks the maximum current income that is consistent with low capital risk and
the maintenance of liquidity. The Fund seeks to achieve this objective by
investing in "money market" securities meeting specified quality standards.
An investment in the Fund is neither insured nor guaranteed by
the U.S. Government. While the Fund seeks to maintain a stable net
asset value of $1.00 per share, there can be no assurance that the
Fund will be able to do so. See "Investment Objective and
Policies."
Shares of the Fund may be purchased directly from dealers having sales
agreements with the Fund's Distributor and also are offered to participants in
Automatic Purchase and Redemption Programs (the "Programs") established by
certain brokerage firms with which the Fund's Distributor has entered into
agreements for that purpose. See "How to Buy Shares," below for more details.
Program participants should also read the description of the Program provided by
their broker.
This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it for
future reference. You can find more detailed information about the Fund in the
April 25, 1997 Statement of Additional Information. For a free copy, call
Shareholder Services, Inc., the Fund's Transfer Agent, at 1-800-525-9310 or
write to the Transfer Agent at the address on the back cover. The Statement of
Additional Information has been filed with the Securities and Exchange
Commission and is incorporated into this Prospectus by reference (which means
that it is legally part of this Prospectus).
Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, and are not insured by the F.D.I.C. or any other agency
and involve investment risks including the possible loss of the principal amount
invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Contents
ABOUT THE FUND
Expenses
Financial Highlights
Investment Objective and Policies
How the Fund Is Managed
Performance of the Fund
ABOUT YOUR ACCOUNT
How to Buy Shares
Purchases Through Automatic Purchase and Redemption
Programs
Direct Purchases
Payment by Check
Payment by Federal Funds Wire
Guaranteed Payment
Automatic Investment Plan
General
Service Plan
How to Sell Shares
Program Participants
Shares of the Fund Owned Directly
Regular Redemption Procedure
Expedited Redemption Procedure
Check Writing
Telephone Redemptions
Automatic Withdrawal Plan
General Information on Redemptions
Distributions from Retirement Plans
Exchanges of Shares
Retirement Plans
Dividends, Distributions and Taxes
<PAGE>
ABOUT THE FUND
Expenses
The following tables set forth the fees that an investor in the Fund might pay
and the expenses paid by the Fund during the Fund's fiscal year ended December
31, 1996.
o Shareholder Transaction Expenses
Maximum Sales Charge on Purchases
(as a % of Offering price) None
- -------------------------------------------------------------------
Maximum Sales Charge on Reinvested Dividends None
- -------------------------------------------------------------------
Redemption Fee None(1)
- -------------------------------------------------------------------
Exchange Fee None
(1) There is a $10 transaction fee for redemptions paid by Federal Funds wire,
but not for redemptions paid by check.
o Annual Fund Operating Expenses
(as a percentage of average annual net assets)
Management Fees (after expense assumption) 0.36%
- -------------------------------------------------------------------
12b-1 Service Plan Fees 0.20%
- -------------------------------------------------------------------
Other Expenses 0.11%
- -------------------------------------------------------------------
Total Fund Operating Expenses
(after expense assumption) 0.67%
The purpose of these tables is to assist an investor in understanding
the various costs and expenses that an investor in the Fund will bear directly
(shareholder transaction expenses) and indirectly (annual fund operating
expenses). "Other Expenses" includes such expenses as custodial and transfer
agent fees and audit, legal and other business operating expenses, but excludes
extraordinary expenses. The Annual Fund Operating Expenses shown are net of a
voluntary expense assumption undertaking by the Fund's investment manager,
Centennial Asset Management Corporation (the "Manager"). Without such
assumption, "Management Fees" and "Total Fund Operating Expenses" would have
been 0.37% and 0.68% of average net assets, respectively. The expense assumption
undertaking is
-3-
<PAGE>
described in "The Manager and Its Affiliates" in the Statement of Additional
Information and may be withdrawn or amended at any time. For further details
concerning expenses, see the Fund's financial statements included in the
Statement of Additional Information.
o Example. The following example applies the operating expenses shown
in the table expenses to a hypothetical $1,000 investment in shares of the Fund
over the time periods shown below, assuming a 5% annual rate of return on the
investment and also assuming that the shares are redeemed at the end of each
stated period. The amounts shown below are the cumulative costs of such
hypothetical $1,000 investment for the periods shown.
1 year 3 years 5 years 10 years
------ ------- ------- --------
$7 $21 $37 $83
This example shows the effect of expenses on an investment in the Fund,
but is not meant to predict actual or expected costs or investment returns of
the Fund, all of which may be more or less than those shown.
Financial Highlights
The table on the following page presents selected financial information about
the Fund including per share data and expense ratios and other data based on the
Fund's average net assets. This information has been audited by Deloitte &
Touche LLP independent auditors, whose report on the financial statements of the
Fund for the fiscal year ended December 31, 1996 is included in the Statement of
Additional Information.
-4-
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- -----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations -
net investment income and net realized
gain .05 .05 .04 .03 .03 .06 .08 .08 .07 .06
Dividends and distributions to shareholders (.05) (.05) (.04) (.03) (.03) (.06) (.08) (.08) (.07) (.06)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(1) 4.93% 5.47% 3.77% 2.69% 3.54% 5.87% 7.93% 8.94% 7.18% 6.51%
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions) $3,602 $3,524 $2,958 $3,589 $4,061 $5,208 $5,025 $4,920 $3,128 $2,555
- -----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $3,591 $3,379 $3,378 $3,940 $4,760 $5,434 $4,849 $4,112 $2,809 $2,541
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 4.82% 5.32% 3.64% 2.67% 3.50% 5.64% 7.61% 8.58% 7.01% 6.10%
Expenses, before voluntary
reimbursement by the Manager 0.68% 0.71% 0.74% 0.74% 0.70% 0.67% 0.68% 0.71% 0.77% 0.78%
Expenses, net of voluntary
reimbursement by the Manager 0.67% N/A 0.73% N/A N/A N/A N/A N/A N/A N/A
</TABLE>
1. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are not
annualized for periods of less than one full year. Total returns reflect changes
in net investment income only.
<PAGE>
Investment Objective and Policies
Objective and Policies. The Fund is a no-load "money market" fund. It is an
open-end, diversified management investment company incorporated in Maryland in
1981. It was originally organized as a Delaware corporation in 1972. The Fund's
objective is to seek the maximum current income that is consistent with low
capital risk and maintenance of liquidity. The value of the Fund's shares is not
insured or guaranteed by any government agency. However, shares held in
brokerage accounts could be eligible for coverage by the Securities Investor
Protection Corporation for losses arising from the insolvency of the brokerage
firm. The Fund's shares may be purchased at their net asset value, which will
remain fixed at $1.00 per share except under extraordinary circumstances (see
"Determination of Net Asset Value Per Share" in the Statement of Additional
Information for further information). There can be no assurance, however, that
the Fund's net asset value will not vary or that the Fund will achieve its
investment objective. In seeking its objective, the Fund may invest in the
securities discussed below. The Fund's investment policies and practices are not
"fundamental" policies (as defined below) unless a particular policy is
identified as fundamental. The Board may change non- fundamental investment
policies without shareholder approval. The Fund's investment objective is a
fundamental policy.
Securities in Which the Fund Invests. The following is a brief
description of the types of securities in which the Fund may
invest:
|X| U.S. Government Securities. The Fund may invest in
obligations issued or guaranteed by the U.S. Government or any of
its agencies or instrumentalities, maturing in twelve months or
less from the date of purchase.
|X| Bank Obligations and Instruments Secured Thereby. The Fund
may invest in time deposits, certificates of deposit, bankers'
acceptances and other bank obligations if they are obligations of:
(1) any U.S. bank having total assets at least equal to $1 billion,
or (2) any foreign bank, if such bank has total assets at least
equal to U.S. $1 billion. The Fund may also invest in instruments
secured by such obligations. Such foreign obligations or
instruments must be payable in U.S. dollars and mature in twelve
months or less from the date of purchase. For purposes of this
section, the term "bank" includes commercial banks, savings banks,
and savings and loan associations. The term "foreign bank"
-5-
<PAGE>
includes foreign branches of U.S. banks (issuers of "Eurodollar"
instruments), U.S. branches and agencies of foreign banks (issuers
of "Yankee dollar" instruments) and foreign branches of foreign
banks. The ratings restrictions described below do not apply to
banks in which the Fund's cash is kept.
|X| Commercial Paper and Certain Debt Obligations. The Fund may invest
in any "Eligible Security" permissible under Rule 2a-7 (discussed below). The
securities must mature in 12 months from the date of purchase, have been called
for redemption by the issuer if the redemption is effective within one year, or
mature within one year in accordance with the provisions of that Rule. These
securities include commercial paper maturing in nine months or less from the
date of purchase, variable and floating rate notes or master demand notes
(described in "Investment Objective and Policies" in the Statement of Additional
Information), and other securities discussed below.
o Floating Rate/Variable Rate Notes. Some of the notes the Fund may
purchase may have variable or floating interest rates. Variable rates are
adjustable at stated periodic intervals of no more than one year. Floating rates
are automatically adjusted according to a specified market rate for such
investments, such as the prime rate of a bank, or the 90 day U.S. Treasury bill
rate. The Fund may purchase these obligations if they have a remaining maturity
of one year or less; if their maturity is greater than one year, they may be
purchased if they have a demand feature that permits the Fund to recover the
principal amount of the underlying security at specified intervals not exceeding
one year and upon no more than 30 days' notice. Such obligations may be secured
by bank letters of credit or other credit support arrangements. See "Floating
Rate/Variable Rate Obligations" in the Statement of Additional Information for
more details.
|X| Other Obligations. The Fund may invest in obligations, other than
those listed above, if accompanied by a guarantee of principal and interest or
letter of credit, provided that the guarantee or letter of credit is that of a
bank or corporation whose certificates of deposit or commercial paper may
otherwise be purchased by the Fund. Such obligations and guarantees must be due
within twelve months or less from the date of purchase. Also, the Fund may
invest in obligations of the types listed above that mature in more than twelve
months, if they are purchased subject to repurchase agreements calling for
delivery in twelve months or less.
-6-
<PAGE>
o Board-Approved Instruments. The Fund may invest in obligations, other
than those discussed above, approved by the Fund's Board of Directors and which
are in accordance with the Fund's investment objective, policies and
restrictions. One such type of obligation which the Board has approved is bank
loan participation agreements, described under "Investment Objective and
Policies" in the Statement of Additional Information.
Ratings of Securities. Under Rule 2a-7 of the Investment Company Act of 1940, as
amended (the "Investment Company Act"), the Fund uses the amortized cost method
to value its portfolio securities to determine the Fund's net asset value per
share. Rule 2a-7 places restrictions on a money market fund's investments. Under
the Rule, the Fund may purchase only those securities that the Manager under
procedures approved by the Fund's Board of Directors has determined have minimal
credit risk and are "Eligible Securities," as defined below.
An "Eligible Security" is (a) one that has received a rating in one of
the two highest short-term rating categories by any two "nationally-recognized
statistical rating organizations" (as defined in the Rule) ("Rating
Organizations"), or, if only one Rating Organization has rated that security, by
that Rating Organization, or (b) an unrated security that is judged by the
Manager to be of comparable quality to investments that are "Eligible
Securities" rated by Rating Organizations. The Rule permits the Fund to purchase
"First Tier Securities," which are Eligible Securities rated in the highest
rating category for short-term debt obligations by at least two Rating
Organizations, or, if only one Rating Organization has rated a particular
security, by that Rating Organization, or comparable unrated securities. Under
the Rule, the Fund may invest only up to 5% of its assets in "Second Tier
Securities," which are Eligible Securities that are not "First Tier Securities."
In addition to the overall 5% limit on Second Tier Securities, the Fund may not
invest more than (i) 5% of its total assets in the securities of any one issuer
(other than the U.S. Government, its agencies or instrumentalities) or (ii) 1%
of its total assets or $1 million (whichever is greater) in Second Tier
Securities of any one issuer. Under current provisions of Rule 2a-7, the Fund's
Board must approve or ratify the purchase of Eligible Securities that are
unrated or are rated by only one Rating Organization. Additionally, under Rule
2a-7, the Fund must maintain a dollar-weighted average portfolio maturity of no
more than 90 days, and the maturity of any single portfolio investment may not
exceed 397 days. Some of the Fund's existing investment
-7-
<PAGE>
restrictions (which are fundamental policies that may be changed only by
shareholder vote) are more restrictive than the provisions of Rule 2a-7. For
example, as a matter of fundamental policy, the Fund may not invest in any debt
instrument having a maturity in excess of one year from the date of the
investment. The Fund's Board has adopted procedures under Rule 2a-7 pursuant to
which the Board has delegated to the Manager certain responsibilities, in
accordance with the Rule, of conforming the Fund's investments with the
requirements of the Rule and those procedures.
Appendix A to the Statement of Additional Information contains
descriptions of the rating categories of Rating Organizations. Ratings at the
time of purchase will determine whether securities may be acquired under the
above restrictions. Subsequent downgrades in ratings may require reassessments
of the credit risk presented by a security and may require its sale. The rating
restrictions described in this Prospectus do not apply to banks in which the
Fund's cash is kept. See "Ratings of Securities" in "Investment Objective and
Policies" in the Statement of Additional Information for further details.
Other Investment Techniques and Strategies. The Fund may also use the investment
techniques and strategies described below. The Statement of Additional
Information contains more information about some of these practices.
o Obligations of Foreign Banks. The Fund's investment in obligations of
foreign banks (which obligations, as described above, must be payable in U.S.
dollars), may involve the following considerations not typically associated with
the obligations of domestic banks: (i) exchange control regulations; (ii)
availability of information about the issuer; (iii) differences in accounting,
auditing and financial reporting standards and government regulation; (iv) the
possibility of expropriation or confiscatory taxation, political or social
instability or diplomatic developments; (v) the differences between the
economies of the United States and the applicable foreign country; and (vi)
greater difficulties in commencing a lawsuit against the issuer of a foreign
security than against a U.S. issuer. The Fund will not invest in obligations of
foreign banks which will cause more than 25% of the Fund's net assets to be so
invested.
o Repurchase Agreements. The Fund may acquire securities
that are subject to repurchase agreements in order to generate
income while providing liquidity. The Fund's repurchase agreements
-8-
<PAGE>
will comply with the collateral requirements of Rule 2a-7. If the vendor fails
to pay the agreed upon repurchase price on the delivery date, the Fund's risks
may include any costs of disposing of the collateral, and any loss resulting
from any delay in foreclosing on the collateral. The Fund will not enter into a
repurchase agreement that will cause more than 10% of the Fund's net assets at
the time of purchase to be subject to repurchase agreements maturing in more
than seven days. There is no limit on the amount of the Fund's net assets that
may be subject to repurchase agreements maturing in seven days or less. See
"Repurchase Agreements" in "Investment Objective and Policies" in the Statement
of Additional Information for more details.
o Illiquid and Restricted Securities. Under the policies and procedures
established by the Fund's Board of Directors, the Manager determines the
liquidity of certain of the Fund's investments. Investments may be illiquid
because of the absence of an active trading market, making it difficult to value
them or dispose of them promptly at an acceptable price. A restricted security
is one that has a contractual restriction on its resale or which cannot be sold
publicly until it is registered under the Securities Act of 1933. The Fund will
not purchase or otherwise acquire any security if, as a result, more than 10% of
its net assets would be invested in securities that are illiquid by virtue of
the absence of a readily available market or because of legal or contractual
restrictions on resale. The Fund's percentage limitation on these investments
does not apply to certain restricted securities that are eligible for resale to
qualified institutional purchasers. The Manager monitors holdings of illiquid
securities on an ongoing basis and at times the Fund may be required to sell
some holdings to maintain adequate liquidity. The Fund may invest up to 25% of
its net assets in restricted securities, subject to the above 10% limitation on
illiquid securities. For further information, see "Illiquid and Restricted
Securities" in "Investment Objective and Policies" in the Statement of
Additional Information.
o Investment Restrictions. The Fund has certain investment restrictions
which, together with its investment objective, are fundamental policies
changeable only by the vote of a "majority of the Fund's outstanding voting
securities" (as defined in the Investment Company Act). See the Statement of
Additional Information. Under some of those restrictions, the Fund cannot do any
of the following:
-9-
<PAGE>
o make loans, except through the purchase of the kinds of debt
securities described above; repurchase agreements are not considered loans for
purposes of this restriction; the Fund may also lend its portfolio securities as
described in the Statement of Additional Information;
o borrow money in excess of 10% of the value of its assets; it may
borrow only as a temporary measure for extraordinary or emergency purposes; no
assets of the Fund may be pledged, mortgaged or assigned to secure a debt;
o invest more than 5% of the value of its total assets in securities of
any one issuer, not including government or government agency securities;
o purchase more than 10% of the outstanding non-voting securities or
more than 10% of the total debt securities of any one issuer;
o invest in any debt instrument having a maturity in excess of one year
from the date of the investment or, in the case of a debt instrument subject to
a repurchase agreement or called for redemption, having a repurchase or
redemption date more than one year from the date of the investment; or
o concentrate investments to the extent of 25% of its assets in any
industry; however, there is no limitation as to investment in obligations issued
by domestic banks or savings and loan associations (for this purpose, foreign
branches of domestic banks are not considered to be "domestic banks") or in
obligations issued by the U.S. Government or its agencies or instrumentalities.
Unless the Prospectus states that a percentage restriction applies on
an ongoing basis, it applies only at the time the Fund makes an investment, and
the Fund need not sell securities to meet the percentage limits if the value of
the investment increases in proportion to the size of the Fund. Additional
investment restrictions are listed in "Other Investment Restrictions" in the
Statement of Additional Information.
How the Fund is Managed
Organization and History. The Fund's Board of Directors has overall
responsibility for the management of the Fund under the laws of Maryland
governing the responsibilities of directors. "Directors and Officers of the
Fund" in the Statement of Additional Information identifies the Fund's Directors
and officers and provides information about them. Subject to the authority of
the Board of Directors, the Manager is responsible for the day-to-day management
of the Fund's business, supervises the investment
-10-
<PAGE>
operations of the Fund and the composition of its portfolio and furnishes the
Fund advice and recommendations with respect to investments, investment policies
and the purchase and sale of securities, pursuant to an Investment Advisory
Agreement with the Fund (the "Agreement").
The Fund's shares are of one class, are transferable without
restriction, and have equal rights and privileges. Each share of the Fund
entitles the holder to one vote per share (and a fractional vote for a
fractional share) on matters submitted to a shareholder vote, and to participate
pro rata in dividends and distributions and in the net distributable assets of
the Fund on liquidation. The Directors may divide or combine the shares into a
greater or lesser number of shares without thereby changing the proportionate
beneficial interest in the Fund. Shares of the Fund have equal liquidation
rights as to the assets of the Fund. When issued, shares of the Fund are fully
paid and nonassessable, and have no preemptive or conversion rights. Under the
provisions of the Fund's By-Laws and as permitted by Maryland law, the Fund does
not anticipate holding annual meetings.
The Manager and Its Affiliates. The Manager, a wholly-owned subsidiary of
OppenheimerFunds, Inc., has operated as an investment adviser since 1978.
OppenheimerFunds, Inc. is owned by Oppenheimer Acquisition Corp., a holding
company owned in part by senior management of OppenheimerFunds, Inc., and
ultimately controlled by Massachusetts Mutual Life Insurance Company. The
Manager and its affiliates currently advise U.S. investment companies with
assets aggregating over $60 billion as of March 31, 1997, and having more than 3
million shareholder accounts.
o Fees and Expenses. The management fee is payable monthly to the
Manager under the terms of the Agreement and is computed on the net assets of
the Fund as of the close of business each day at the following annual rates:
0.450% of the first $500 million of net assets; 0.425% of the next $500 million;
0.400% of the next $500 million; 0.375% of the next $500 million; 0.350% of the
next $500 million; 0.325% of the next $500 million; 0.300% of the next $500
million; 0.275% of the next $500 million; and 0.250% of net assets in excess of
$4 billion. The Fund's management fee for its last fiscal year ended December
31, 1996 was 0.36% (after expense assumption by the Manager). See "The Manager
and Its Affiliates" in the Statement of Additional Information for more complete
information about the Agreement, including a discussion of expense arrangements,
exculpation provisions and portfolio transactions.
-11-
<PAGE>
o The Custodian. The Custodian of the assets of the Fund is Citibank,
N.A. The Manager and its affiliates presently have banking relationships with
the Custodian. See "The Manager and Its Affiliates" in the Statement of
Additional Information for further information. The Fund's cash balances in
excess of $100,000 held by the Custodian are not protected by Federal deposit
insurance. Such uninsured balances may at times be substantial. The rating
restrictions under Rule 2a-7 described under "Investment Objective and Policies"
do not apply to banks in which the Fund's cash is kept.
o The Transfer Agent. Shareholder Services, Inc., a subsidiary of
OppenheimerFunds, Inc., acts as Transfer Agent and shareholder servicing agent
for the Fund and other mutual funds advised by the Manager on an at-cost basis.
The fees to the Transfer Agent do not include payments for any services of the
type paid or to be paid, by the Fund to the Distributor and to Recipients under
the Service Plan. Shareholders should direct any inquiries regarding the Fund to
the Transfer Agent at the address and toll-free phone number on the back cover.
Program participants should direct any inquiries regarding the Fund to their
broker.
Performance of the Fund
Yield. From time to time the "yield" and "compounded effective yield" of an
investment in the Fund may be advertised. Both yield figures are based on
historical earnings per share and are not intended to indicate future
performance. The "yield" of the Fund is the income generated by an investment in
the Fund over a seven day period, which is then "annualized." In annualizing,
the amount of income generated by the investment during that seven days is
assumed to be generated each week over a 52 week period, and is shown as a
percentage of the investment. The "compounded effective yield" is calculated
similarly, but the annualized income earned by an investment in the Fund is
assumed to be reinvested. The "compounded effective yield" will therefore be
slightly higher than the yield because of the effect of the assumed
reinvestment. From time to time the Manager may voluntarily assume a portion of
the Fund's expenses (which may result in a reduction of the management fee),
thereby lowering the overall expense ratio per share and increasing the Fund's
yield and total return during the time such expenses are assumed. See
"Performance of the Fund" in the Statement of Additional Information for more
information about the methods of calculating these yields.
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ABOUT YOUR ACCOUNT
How to Buy Shares
The Fund's shares may be purchased at their offering price, which is net asset
value per share without sales charge. The net asset value will remain fixed at
$1.00 per share, except under extraordinary circumstances. See "Determination of
Net Asset Value Per Share" in the Statement of Additional Information for
further details. There can be no guarantee that the Fund will maintain a stable
net asset value of $1.00 per share. Centennial Asset Management Corporation (the
"Distributor"), may in its sole discretion accept or reject any order for
purchase of the Fund's shares. OppenheimerFunds Distributor, Inc. ("OFDI") an
affiliate of the Distributor, acts as the sub-distributor for the Fund (the
"Sub-Distributor").
The minimum initial investment is $500 ($2,500 if by Federal Funds
wire), except as otherwise described in this Prospectus. Subsequent purchases
must be in amounts of $25 or more, and may be made through authorized dealers or
brokers by forwarding payment to the Distributor at P.O. Box 5143, Denver,
Colorado 80217 with the name(s) of all account owners, the account number and
the name of the Fund. The minimum initial and subsequent purchase requirements
are waived on purchases made by reinvesting dividends from any of the "Eligible
Funds" listed in "Dividend Reinvestment in Another Fund" in the Statement of
Additional Information or by reinvesting distributions from unit investment
trusts for which reinvestment arrangements have been made with the Distributor.
Under an Automatic Investment Plan, military allotment plan, 403(b)(7) custodial
plan or payroll deduction plan, initial and subsequent investments must be at
least $25. No share certificates will be issued unless specifically requested by
an investor or the dealer or broker.
The Fund intends to be as fully invested as practicable to maximize its
yield. Therefore, dividends will accrue on newly- purchased shares only after
the Distributor accepts the purchase order at its address in Denver, Colorado,
on a day the New York Stock Exchange (the "Exchange") is open (a "regular
business day"), under one of the methods of purchasing shares described below.
The purchase will be made at the net asset value next determined after the
Distributor accepts the purchase order.
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<PAGE>
The Fund's net asset value per share is determined twice each regular
business day, at 12:00 Noon and the close of the Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days (all references to time in
this Prospectus mean New York time), by dividing the net assets of the Fund by
the total number of its shares outstanding. The Fund's Board of Directors has
established procedures for valuing the Fund's assets, using the amortized cost
method as described in "Determination of Net Asset Value Per Share" in the
Statement of Additional Information.
Purchases Through Automatic Purchase and Redemption Programs. Shares of the Fund
are available under Automatic Purchase and Redemption Programs ("Programs") of
broker-dealers that have entered into agreements with the Distributor for that
purpose. Broker-dealers whose clients participate in such Programs will invest
the "free cash balances" in such client's Program account in shares of the Fund
selected as the primary Fund by the client for the program account. Such
purchases will be made by the broker-dealer under the procedures described in
"Guaranteed Payment," below. The Program may have minimum investment
requirements established by the broker-dealer. The description of the Program
provided by the broker-dealer should be consulted for details, and all questions
about investing in, exchanging or redeeming Fund shares through a Program should
be directed to the broker-dealer.
Direct Purchases. An investor may directly purchase shares of the Fund through
any dealer which has a sales agreement with the Distributor or the
Sub-Distributor. There are two ways to make a direct initial investment, either
(1) complete a Centennial Funds New Account Application and mail it with payment
to the Distributor at P.O. Box 5143, Denver, Colorado 80217 (if no dealer is
named in the Application, the Sub-Distributor will act as the dealer), or (2)
order the shares through your dealer or broker. Purchases made by Application
should have a check enclosed, or payment may be made by one of the alternative
means described below.
|X| Payment by Check. Orders for shares purchased by check in U.S.
dollars drawn on a U.S. bank will begin to be effected on the regular business
day on which the check (and a purchase application, if the account is new) is
accepted by the Distributor. Dividends will begin to accrue on such shares the
next regular business day after the purchase order is accepted. For other
checks, the shares will not be purchased until the Distributor is able to
convert the purchase payment to Federal Funds, and
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<PAGE>
dividends will begin to accrue on such shares on the next regular business day.
|X| Payment by Federal Funds Wire. Shares may be purchased by
direct shareholders by Federal Funds wire. The minimum investment
by wire is $2,500. The investor must first call the Distributor's
Wire Department at 1-800-852-8457, to notify the Distributor of the
transmittal of the wire and to order the shares. The investor's
bank must wire the Federal Funds to Citibank, N.A., ABA No. 0210-
0008-9, for credit to Concentration Account No. 3723-2796, for
further credit to Daily Cash Accumulation Fund, Inc. (Custodian
Account No. 349-294).
The wire must state the investor's name. Shares will be purchased on
the regular business day on which the Federal Funds are received by the
Custodian prior to the close of the Exchange, which is normally 4:00 P.M., but
may be earlier on some days and the Distributor has received and accepted the
investor's notification of the wire order prior to the close of the Exchange.
Those shares will be purchased at the net asset value next determined after
receipt of the Federal Funds and the order. Dividends on newly purchased shares
will begin to accrue on the purchase date if the Federal Funds and order for the
purchase are received and accepted by 12:00 Noon. Dividends will begin to accrue
on the next regular business day if the Federal Funds and purchase order are
received and accepted between 12:00 Noon and the close of the Exchange. The
investor must also send the Distributor a completed Application when the
purchase order is placed to establish a new account.
|X| Automatic Investment Plan. Direct investors may purchase shares of
the Fund automatically. Automatic Investment Plans may be used to make regular
monthly investments ($25 minimum) from the investor's account at a bank or other
financial institution. To establish an Automatic Investment Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
Application. Shares purchased by Automatic Investment Plan payments are subject
to the redemption restrictions for recent purchases described in "How to Sell
Shares." The amount of the Automatic Investment Plan payment may be changed or
the automatic investments may be terminated at any time by writing to the
Transfer Agent. A reasonable period (approximately 15 days) is required after
receipt of such instructions to implement them. The Fund reserves the right to
amend, suspend or discontinue offering Automatic Investment Plans at any time
without prior notice.
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<PAGE>
|X| Guaranteed Payment. Broker-dealers with sales agreements with the
Distributor (including broker-dealers who have made special arrangements with
the Distributor for purchases for Program accounts) may place purchase orders
with the Distributor for purchases of the Fund's shares prior to 12:00 Noon on a
regular business day, and the order will be effected at net asset value
determined at 12:00 Noon that day if the broker-dealer guarantees that payment
for such shares in Federal Funds will be received by the Fund's Custodian prior
to 2:00 P.M., on the same day. Dividends will begin to accrue on the purchase
date. If an order is received between 12:00 Noon and the close of the Exchange,
which is normally 4:00 P.M., on a regular business day, with the broker-
dealer's guarantee that payment for such shares in Federal Funds will be
received by the Fund's Custodian by the close of the Exchange on the next
regular business day, the order will be effected at the close of the Exchange on
the day the order is received, and dividends on such shares will begin to accrue
on the next regular business day after the Federal Funds are received. If the
broker-dealer guarantees that the Federal Funds payment will be received by the
Fund's Custodian by 2:00 P.M. on a regular business day on which an order is
placed for shares after 12:00 Noon, the order will be effected at the close of
the Exchange that day and dividends will begin to accrue on such shares on the
purchase date.
General. Dealers and brokers who process orders for the Fund's shares on behalf
of their customers may charge a fee for this service. That fee can be avoided by
purchasing shares directly from the Fund. The Distributor, in its sole
discretion, may accept or reject any order for purchases of the Fund's shares.
The sale of shares will be suspended during any period when the determination of
net asset value is suspended, and may be suspended by the Board of Directors
whenever the Board judges it in the best interest of the Fund to do so.
Service Plan. The Fund has adopted a service plan (the "Plan") under Rule 12b-1
of the Investment Company Act pursuant to which the Fund will reimburse the
Distributor for all or a portion of its costs incurred in connection with the
personal service and maintenance of accounts that hold Fund shares. The
Distributor will use all the fees received from the Fund to reimburse dealers,
brokers, banks, or other institutions ("Recipients") each month or quarter for
providing personal service and maintenance of accounts that hold Fund shares.
The services to be provided by Recipients under the Plan include, but shall not
be limited to, the following: answering routine inquiries from the Recipient's
customers
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concerning the Fund, providing such customers with information on their
investment in Fund shares, assisting in the establishment and maintenance of
accounts or sub-accounts in the Fund, making the Fund's investment plans and
dividend payment options available, and providing such other information and
customer liaison services and the maintenance of accounts as the Distributor or
the Fund may reasonably request. Plan payments by the Fund to the Distributor
will be made monthly or quarterly in the amount of the lesser of: (i) 0.20%
annually of the net asset value of the Fund, computed as of the close of each
business day or (ii) the Distributor's actual distribution expenses for that
quarter of the type approved by the Board. Any unreimbursed expenses incurred
for any quarter by the Distributor may not be recovered in later periods. The
Plan has the effect of increasing annual expenses of the Fund by up to 0.20% of
average annual net assets from what its expenses would otherwise be. In
addition, the Manager may, under the Plan, from time to time from its own
resources (which may include the profits derived from the advisory fee it
receives from the Fund), make payments to Recipients for distribution,
administrative and accounting services performed by Recipients. For further
details, see "Service Plan" in the Statement of Additional Information.
How to Sell Shares
Program Participants. A Program participant may sell (redeem) shares in the
Program by writing checks as described below, or by contacting the dealer or
broker. A Program participant may also arrange for "Expedited Redemptions," as
described below, only through the dealer or broker.
Shares of the Fund Owned Directly. Shares of the Fund owned by a shareholder
directly (not through a Program) (a "direct shareholder"), may be redeemed in
the following ways:
|X| Regular Redemption Procedure. To redeem some or all shares in an
account (whether or not represented by certificates) under the Fund's regular
redemption procedure, a direct shareholder must send the following to the
Transfer Agent, Shareholder Services, Inc., P.O. Box 5143, Denver, Colorado
80217 [send courier or express mail deliveries to 10200 E. Girard Avenue,
Building D, Denver, Colorado 80231]: (1) a written request for redemption signed
by all registered owners exactly as the shares are registered, including
fiduciary titles, if any, and specifying the account number and the dollar
amount or number of shares to be redeemed; (2) a guarantee of the signatures of
all registered
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<PAGE>
owners on the redemption request or on the endorsement on the share certificate
or accompanying stock power, by a U.S. bank, trust company, credit union or
savings association, or a foreign bank having a U.S. correspondent bank, or by a
U.S. registered dealer or broker in securities, municipal securities or
government securities, or by a U.S. national securities exchange, registered
securities association or clearing agency; (3) any share certificates issued for
any of the shares to be redeemed; and (4) any additional documents which may be
required by the Transfer Agent for redemption by corporations, partnerships or
other organizations, executors, administrators, trustees, custodians, guardians,
or from Individual Retirement Accounts ("IRAs") or other retirement plans, or if
the redemption is requested by anyone other than the shareholder(s) of record. A
signature guarantee is not required for redemptions of $50,000 or less,
requested by and payable to all shareholders of record, to be sent to the
address of record for that account. Transfers of shares are subject to similar
requirements.
To avoid delay in redemptions or transfers, shareholders having
questions about these requirements should contact the Transfer Agent in writing
or by calling 1-800-525-9310 before submitting a request. From time to time the
Transfer Agent in its discretion may waive any or certain of the foregoing
requirements in particular cases. Redemption or transfer requests will not be
honored until the Transfer Agent receives all required documents in proper form.
|X| Expedited Redemption Procedure. In addition to the regular
redemption procedure set forth above, direct shareholders whose shares are not
represented by certificates may arrange to have redemption proceeds of $2,500 or
more wired in Federal Funds to a designated commercial bank if the bank is a
member of the Federal Reserve wire system. To place a wire redemption request,
call the Transfer Agent at 1-800-852-8457. The account number of the designated
financial institution and the bank ABA number must be supplied to the Transfer
Agent on the Application or dealer settlement instructions establishing the
account or may be added to existing accounts or changed only by
signature-guaranteed instructions to the Transfer Agent from all shareholders of
record. Such redemption requests may be made by telephone, wire or written
instructions to the Transfer Agent. The wire for the redemption proceeds of
shares redeemed prior to 12:00 Noon normally will be transmitted by the Transfer
Agent to the shareholder's designated bank account on the day the shares are
redeemed (or, if that day is
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<PAGE>
not a bank business day, on the next bank business day). Shares redeemed prior
to 12:00 Noon do not earn dividends on the redemption date. The wire for the
redemption proceeds of shares redeemed between 12:00 Noon and the close of the
Exchange, which is normally 4:00 P.M., but may be earlier on some days, normally
will be transmitted by the Transfer Agent to the shareholder's designated bank
account on the next bank business day after the redemption. Shares redeemed
between 12:00 Noon and the close of the Exchange earn dividends on the
redemption date. There is a $10 fee for each wire. See "Purchase, Redemption and
Pricing of Shares" in the Statement of Additional Information for further
details.
|X| Check Writing. Upon request, the Transfer Agent will provide any
direct shareholder of the Fund or any Program participant whose shares are not
represented by certificates with forms of drafts ("checks") payable through a
bank selected by the Fund (the "Bank"). Checks may be made payable to the order
of anyone in any amount not less than $250, and will be subject to the Bank's
rules and regulations governing checks. Program participants' checks will be
payable from the primary account designated by the Program participant. The
Transfer Agent will arrange for checks written by shareholders to be honored by
the Bank after obtaining a specimen signature card from the shareholder(s).
Program participants should arrange for check writing through their brokers or
dealers. If a check is presented for an amount greater than the account value,
it will not be honored. Shareholders of joint accounts may elect to have checks
honored with a single signature. Checks issued for one Fund account must not be
used if the shareholder's account has been transferred to a new account or if
the account number or registration has changed. Shares purchased by check or
Automatic Investment Plan payments within the prior 10 days may not be redeemed
by check writing. A check that would require the redemption of some or all of
the shares so purchased is subject to non-payment. The Bank will present checks
to the Fund to redeem shares to cover the amount of the check. Checks may not be
presented for cash payment at the offices of the Bank or the Fund's Custodian.
This limitation does not affect the use of checks for the payment of bills or to
obtain cash at other banks. The Fund reserves the right to amend, suspend, or
discontinue check writing privileges at any time without prior notice.
o Telephone Redemptions. Direct shareholders of the Fund may
redeem their shares by telephone by calling the Transfer Agent at
1-800-852-8457. This procedure for telephone redemptions is not
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available to Program participants. Proceeds of telephone redemptions will be
paid by check payable to the shareholder(s) of record and sent to the address of
record for the account. Telephone redemptions are not available within 30 days
of a change of the address of record. Up to $50,000 may be redeemed by telephone
in any seven day period. The Transfer Agent may record any calls. Telephone
redemptions may not be available if all lines are busy, and shareholders would
have to use the Fund's regular redemption procedure described above. Telephone
redemption privileges are not available for newly-purchased (within the prior 10
days) shares or for shares represented by certificates. Telephone redemption
privileges apply automatically to each shareholder and the dealer representative
of record unless the Transfer Agent receives cancellation instructions from a
shareholder of record. If an account has multiple owners, the Transfer Agent may
rely on the instructions of any one owner.
|X| Automatic Withdrawal Plan. Direct shareholders of the Fund can
authorize the Transfer Agent to redeem shares (minimum $50) automatically on a
monthly, quarterly semi-annual or annual basis under an Automatic Withdrawal
Plan. Shares will be redeemed as of the close of The New York Stock Exchange,
which is normally 4:00 P.M. (but may be earlier on some days), three days prior
to the date requested by the shareholder for receipt of the payment. The Fund
cannot guarantee receipt of payment on the date requested and reserves the right
to amend, suspend or discontinue offering such Plans at any time without prior
notice. Required minimum distributions from OppenheimerFunds-sponsored
retirement plans may not be arranged on this basis. For further details, see the
"Automatic Withdrawal Plan Provisions," Appendix B to the Statement of
Additional Information.
General Information on Redemptions. Payment for redeemed shares is made
ordinarily in cash and forwarded within seven days of the Transfer Agent's
receipt of redemption instructions in proper form, except under unusual
circumstances as determined by the SEC. For accounts registered in the name of a
broker-dealer, payment will be forwarded within three business days. The
Transfer Agent may delay forwarding a redemption check for recently purchased
shares only until the purchase payment has cleared, which may take up to 10 days
or more from the purchase date. Such delay may be avoided if the shareholder
arranges telephone or written assurance satisfactory to the transfer agent from
the bank on which the purchase payment was drawn, or by purchasing shares by
Federal Funds wire as described above. Under the Internal Revenue Code of
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1986, as amended (the "Internal Revenue Code"), the Fund may be required to
impose "back-up" withholding of Federal income tax at the rate of 31% from
dividends and distributions the Fund may make if the shareholder has not
furnished the Fund a certified taxpayer identification number or has not
complied with the provisions of the Internal Revenue Code relating to reporting
dividends. The Fund makes no charge for redemption of shares. Dealers or brokers
may charge a fee for handling redemption transactions but such fee can be
avoided by requesting the redemption directly by the Fund through the Transfer
Agent. Under certain circumstances, proceeds of redemptions of shares of the
Fund acquired by exchange of shares of Eligible Funds that were purchased
subject to a "contingent deferred sales charge" ("CDSC") may be subject to the
CDSC (see "Exchange Privilege" below).
Distributions from Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored Individual Retirement Accounts ("IRAs"), 403(b)(7)
custodial plans, or pension or profit-sharing plans of direct shareholders for
which the Manager or its affiliates act as sponsors should be addressed to "Bank
of Boston, c/o Shareholder Services, Inc." at the above address, and must (i)
state the reason for the distribution, (ii) state the owner's awareness of tax
penalties if the distribution is premature, and (iii) conform to the
requirements of the plan and the Fund's requirements for regular redemptions
discussed above. Participants (other than self-employed persons) in
OppenheimerFunds-sponsored pension or profit-sharing plans may not directly
request redemption of their accounts. The employer or plan administrator must
sign the request. Distributions from such plans are subject to additional
requirements under the Internal Revenue Code, and certain documents (available
from the Transfer Agent) must be completed before the distribution may be made.
Distributions from retirement plans are subject to withholding
requirements under the Internal Revenue Code, and IRS Form W-4P (available from
the Transfer Agent) must be submitted to the Transfer Agent with the
distribution request, or the distribution may be delayed. Unless the shareholder
has provided the Transfer Agent with a certified tax identification number, the
Internal Revenue Code requires that tax be withheld from any distribution, even
if the shareholder elects not to have tax withheld. The Trustee, the Fund, the
Manager, the Distributor and the Transfer Agent assume no responsibility to
determine whether a distribution satisfies the conditions of applicable tax laws
and will not be responsible for any penalties assessed.
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Exchanges of Shares
Exchange Privilege. Shares of the Fund held under a Program may be exchanged for
shares of Centennial Money Market Trust, Centennial Government Trust, Centennial
Tax Exempt Trust, Centennial California Tax Exempt Trust and Centennial New York
Tax Exempt Trust if available for sale in the shareholder's state of residence
only by instructions of the broker. Shares of the Fund may, under certain
conditions, be exchanged by direct shareholders for Class A shares of certain
"Eligible Funds" which are listed in the Statement of Additional Information.
Direct shareholders may also obtain a list of the Eligible Funds by calling the
transfer agent at 1-800-525-9310. The list of Eligible Funds may change from
time to time.
Shares of the Fund and of the other Eligible Funds may be exchanged, if
all of the following conditions are met: (1) shares of the fund selected for
exchange are available for sale in the shareholder's state of residence; (2) the
respective prospectuses of the funds whose shares are to be exchanged and
acquired offer the Exchange Privilege to the investor; (3) newly-purchased
shares (by initial or subsequent investment) are held in an account for at least
seven days prior to the exchange; and (4) the aggregate net asset value of the
shares surrendered for exchange into a new account is at least equal to the
minimum investment requirements of the fund whose shares are to be acquired.
In addition to the conditions stated above, shares of the Fund may be
exchanged by direct shareholders for shares of any Money Market Fund at net
asset value. A list of the Money Market Funds appears in the Statement of
Additional Information. Shares of any Money Market Fund (including the Fund)
purchased without a sales charge may be exchanged for shares of Eligible Funds
offered with a sales charge upon payment of the sales charge (or, if applicable,
may be used to purchase shares of Eligible Funds subject to a CDSC); and shares
of the Fund acquired by reinvestment of dividends and distributions from any
Eligible Fund (except Oppenheimer Cash Reserves) or from any unit investment
trust for which reinvestment arrangements have been made with the Distributor
may be exchanged at net asset value for shares of any Eligible Fund. The
redemption proceeds of shares of the Fund acquired by exchange of Class A shares
of an Eligible Fund purchased subject to a CDSC, that are redeemed within 18
months of the end of the calendar month of the initial purchase of the exchanged
shares, will be subject to the CDSC as described in the prospectus of that other
Eligible Fund.
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In determining whether the CDSC is payable, shares of the fund not subject to
the CDSC are redeemed first, including shares purchased by reinvestment of
dividends and capital gains distributions from any Eligible Fund or shares of
the fund acquired by exchange of shares of Eligible Funds on which a front-end
sales charge was paid or credited, and then other shares are redeemed in the
order of purchase.
How to Exchange Shares. An exchange may be made by direct shareholders by
submitting an Exchange Authorization Form to the Transfer Agent, signed by all
registered owners. In addition, direct shareholders of the Fund may exchange
shares of the Fund for Class A shares of any Eligible Fund by telephone exchange
instructions to the Transfer Agent by a shareholder or the dealer representative
of record for an account. The Fund may modify, suspend or discontinue this
exchange privilege at any time. Although the Fund will attempt to provide you
with notice whenever reasonably able to do so, it may impose these changes at
anytime. The Fund reserves the right to reject multiple exchange requests
submitted by a shareholder or dealer. Exchange requests must be received by the
Transfer Agent by the close of the Exchange on a regular business day to be
effected that day. The number of shares exchanged may be less than the number
requested if the number requested would include shares subject to a restriction
cited above or shares covered by a certificate that is not tendered with such
request. Only the shares available for exchange without restriction will be
exchanged.
General Information on Exchanges. Shares to be exchanged are redeemed on the day
the Transfer Agent receives an exchange request in proper form (the "Redemption
Date"), as of the close of the Exchange, which is normally 4:00 P.M., but may be
earlier on some days. Normally, shares of the fund to be acquired are purchased
on the Redemption Date, but such purchases may be delayed by either fund up to
five business days if it determines that it would be disadvantaged by an
immediate transfer of the redemption proceeds. The Fund in its discretion
reserves the right to refuse any exchange request that will disadvantage it.
The Eligible Funds have different investment objectives and policies.
Each of those funds imposes a sales charge on purchases of Class A shares except
the Money Market Funds. For complete information, including sales charges and
expenses, a prospectus of the fund into which the exchange is being made should
be read prior to an exchange. Dealers and brokers who process exchange orders on
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behalf of their customers may charge for their services. Direct shareholders may
avoid those charges by requesting the Fund directly to exchange shares. For
Federal tax purposes, an exchange is treated as a redemption and purchase of
shares.
Telephone Exchanges. Direct shareholders may place a telephone exchange request
by calling the Transfer Agent at 1-800-852-8457. Telephone exchanges are subject
to the rules described above. By exchanging shares by telephone, the shareholder
is acknowledging receipt of a prospectus of the fund to which the exchange is
made and that for full exchanges, any special account features such as Automatic
Investment Plans, Automatic Withdrawal Plans and retirement plan contributions
will be switched to the new account unless the Transfer Agent is otherwise
instructed. Telephone exchange privileges automatically apply to each direct
shareholder of record and the dealer representative of record unless and until
the Transfer Agent receives written instructions from the shareholder(s) of
record canceling such privileges. If an account has multiple owners, the
Transfer Agent may rely on the instructions of any one owner. Shares acquired by
telephone exchange must be registered exactly as the account from which the
exchange was made. Certificated shares are not eligible for telephone exchange.
If all telephone exchange lines are busy (which might occur, for example, during
periods of substantial market fluctuations), shareholders might not be able to
request telephone exchanges and would have to submit written exchange requests.
Telephone Instructions. The Transfer Agent has adopted reasonable procedures to
confirm that telephone instructions are genuine, by requiring callers to provide
tax identification number(s) and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not use such
reasonable procedures, it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor the Fund will be liable for losses or
expenses arising out of telephone instructions reasonably believed to be
genuine. The Transfer Agent reserves the right to require shareholders to
confirm, in writing, telephone exchange or redemption privileges for an account.
Retirement Plans
The Distributor has available for direct shareholders who purchase shares of the
Fund: (i) individual retirement accounts ("IRAs") including Simplified Employee
Pension Plans (SEP IRAs); (ii)
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prototype pension and profit-sharing plans for corporations and self-employed
individuals; and (iii) 403(b)(7) custodial plans for employees of public
educational institutions and organizations of the type described in Section
501(c)(3) of the Internal Revenue Code. The minimum initial IRA, SEP IRA,
pension or profit-sharing plan investment is normally $250. The minimum initial
403(b)(7) plan investment is $25. For further details, including the
administrative fees, the appropriate retirement plan should be requested from
the Distributor. The Fund reserves the right to discontinue offering its shares
to such plans at any time without prior notice.
Dividends, Distributions and Taxes
Dividends and Distributions. The Fund intends to declare all of its net income,
as defined below, as dividends on each regular business day and to pay dividends
monthly. Dividends will be payable to shareholders as described above in "How to
Buy Shares." All dividends and capital gains distributions for accounts of
Program participants are automatically reinvested in Fund shares. Dividends
accumulated since the prior payment will be reinvested in full and fractional
shares at net asset value on the third Thursday of each calendar month. If a
shareholder redeems all shares at any time during a month, the redemption
proceeds include all dividends accrued up to the redemption date for shares
redeemed prior to 12:00 Noon, and include all dividends accrued through the
redemption date for shares redeemed between 12:00 Noon and the close of the
Exchange. Program participants may receive cash payments by asking the broker to
redeem shares.
Participants in an A.G. Edwards & Sons, Inc. Cash Convenience Account
Program (other than those whose account is an Individual Retirement Account)
holding shares of the Fund will receive account statements five times a year, at
the end of March, May, August, October and December, if the only activity in
their account during that period is the automatic reinvestment of dividends.
Dividends and distributions payable to direct shareholders of the Fund
will also be automatically reinvested in shares of the Fund at net asset value,
on the third Thursday of each calendar month, unless the shareholder asks the
Transfer Agent in writing to pay dividends and distributions in cash or to
reinvest them in another Eligible Fund, as described in "Dividend Reinvestment
in Another Fund" in the Statement of Additional Information. That notice must be
received prior to the record date for a dividend to
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be effective as to that dividend. Dividends, distributions and the proceeds of
redemptions of Fund shares represented by checks returned to the Transfer Agent
by the Postal Service as undeliverable will be reinvested in shares of the Fund,
as promptly as possible after the return of such check to the Transfer Agent to
enable the investor to earn a return on otherwise idle funds.
Under the terms of a Program, a broker-dealer may pay out the value of
some or all of a Program participant's Fund shares prior to redemption of such
shares by the Fund. In such cases, the shareholder will be entitled to dividends
on such shares only up to and including the date of such payment. Dividends on
such shares accruing between the date of payment and the date such shares are
redeemed by the Trusts will be paid to the broker-dealer. Program participants
should discuss these arrangements with their broker-dealer.
The Fund's net investment income for dividend purposes consists of all
interest accrued on portfolio assets, less all expenses of the Fund for such
period. Distributions from net realized gains on securities, if any, will be
paid at least once each year, and may be made more frequently in compliance with
the Internal Revenue Code and the Investment Company Act. Long-term capital
gains, if any, will be identified separately when tax information is
distributed. The Fund will not make any distributions from net realized
securities gains unless capital loss carry forwards, if any, have been used or
have expired. Any net realized capital loss is carried forward to offset against
gains in later years. To effect its policy of maintaining a net asset value of
$1.00 per share, the Fund, under certain circumstances, may withhold dividends
or make distributions from capital or capital gains.
Tax Status of the Fund's Dividends and Distributions. This discussion relates
solely to Federal tax laws and is not exhaustive. A qualified tax adviser should
be consulted. Dividends and distributions may be subject to Federal, state and
local taxation. See "Tax Status of the Fund's Dividends and Distributions" in
the Statement of Additional Information for a further discussion of tax matters
affecting the Fund and its distributions, as well as a procedure for electing to
reinvest dividends and distributions of any of the Eligible Funds into shares of
the Fund at net asset value.
-26-
<PAGE>
Dividends paid by the Fund derived from net investment income or net
short-term capital gains are taxable to shareholders as ordinary income, whether
received in cash or reinvested, and will not be eligible for the
dividends-received deduction for corporations. If the Fund has net realized
long-term capital gains in a fiscal year, it may pay an annual "long-term
capital gains distribution," which will be so identified when paid and when tax
information is distributed. Long-term gains are taxable to shareholders as
long-term capital gains whether received in cash or reinvested, and regardless
of how long the Fund shares have been held. For information on "backup"
withholding on dividends, see "General Information on Redemptions," above.
Tax Status of the Fund. If the Fund qualifies as a "regulated investment
company" under the Internal Revenue Code, it will not be liable for Federal
income taxes on amounts paid by it as dividends and distributions. The Fund
qualified during its last fiscal year and intends to qualify in current and
future fiscal years, while reserving the right not to qualify. However, the
Internal Revenue Code contains a number of complex tests relating to such
qualification which the Fund might not meet in any particular fiscal year. If
the Fund does not qualify, it would be treated for Federal tax purposes as an
ordinary corporation and receive no tax deduction for payments made to
shareholders.
-27-
<PAGE>
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 or the Statement of Additional Information, and if given or
made, such information and representations must not be relied upon as having
been authorized by the Fund, the Distributor, 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 offer in such state.
Investment Advisor and Distributor
Centennial Asset Management Corporation
6803 South Tucson Way
Englewood, Colorado 80112
Sub-Distributor
OppenheimerFunds Distributor, Inc.
P.O. Box 5254
Denver, Colorado 80217
Daily Cash
Transfer and Shareholder Servicing Agent Accumulation Fund, Inc.
Shareholder Services, Inc.
P.O. Box 5143 Prospectus
Denver, Colorado 80217-5143
1-800-525-9310 Dated April 25, 1997
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202
PR0140.002.0497 Printed on recycled paper
<PAGE>
DAILY CASH ACCUMULATION FUND, INC.
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-9310
Statement of Additional Information dated April 25, 1997, as revised May 12,
1997
This Statement of Additional Information of Daily Cash Accumulation Fund,
Inc. is not a Prospectus. This document contains additional information about
the Fund and supplements information in the Prospectus dated April 25, 1997. It
should be read together with the Prospectus, which may be obtained by writing to
Shareholder Services, Inc., the Fund's Transfer Agent, P.O. Box 5143, Denver,
Colorado 80217, or by calling the toll-free number shown above.
Contents Page
About the Fund
Investment Objective and Policies...........................................2
Other Investment Restrictions...............................................5
Directors and Officers of the Fund..........................................5
The Manager and Its Affiliates..............................................9
Performance of the Fund....................................................12
Service Plan...............................................................13
About Your Account
Purchase, Redemption and Pricing of Shares.................................13
Dividends and Taxes........................................................14
Financial Information About the Fund
Independent Auditors' Report...............................................17
Financial Statements.......................................................18
Appendices
Appendix A: Description of Securities Ratings.............................A-1
Appendix B: Automatic Withdrawal Plan Provisions..........................B-1
Appendix C: Industry Classifications......................................C-1
<PAGE>
ABOUT THE FUND
Investment Objective and Policies
The investment objective and policies of the Fund are described in the
Prospectus. Supplemental information about those policies is set forth below.
Certain capitalized terms used in this Statement of Additional Information are
defined in the Prospectus.
The Fund will not make investments with the objective of seeking
capital growth. However, the value of the securities held by the Fund may be
affected by changes in general interest rates. Because the current value of debt
securities varies inversely with changes in prevailing interest rates, if
interest rates increase after a security is purchased that security would
normally decline in value. Conversely, should interest rates decrease after a
security is purchased, its value would rise. However, those fluctuations in
value will not generally result in realized gains or losses to the Fund since
the Fund does not usually intend to dispose of securities prior to their
maturity. A debt security held to maturity is redeemable by its issuer at full
principal value plus accrued interest. To a limited degree, the Fund may engage
in short-term trading to attempt to take advantage of short-term market
variations, or may dispose of a portfolio security prior to its maturity if, on
the basis of a revised credit evaluation of the issuer or other considerations,
the Fund believes such disposition advisable or it needs to generate cash to
satisfy redemptions. In such cases, the Fund may realize a capital gain or loss.
Ratings of Securities. The Prospectus describes "Eligible Securities" in which
the Fund may invest and indicates that if a security's rating is downgraded, the
Manager and/or the Board may have to reassess the security's credit risks. If a
security has ceased to be a First Tier Security, the Manager will promptly
reassess whether the security continues to present "minimal credit risks." If
the Manager becomes aware that any Rating Organization has downgraded its rating
of a Second Tier Security or rated an unrated security below its second highest
rating category, the Fund's Board of Directors shall promptly reassess whether
the security presents minimal credit risks and whether it is in the best
interests of the Fund to dispose of it; but if the Fund disposes of the security
within five days of the Manager's learning of the downgrade, the Manager will
provide the Board with subsequent notice of such downgrade. If a security is in
default, or ceases to be an Eligible Security, or is determined no longer to
present minimal credit risks, the Board must determine whether it would be in
the best interests of the Fund to dispose of the security. The Rating
Organizations currently designated as such by the SEC are Standard & Poor's
Corporation, Moody's Investors Service, Inc., Fitch Investors Services, Inc.,
Duff and Phelps, Inc., IBCA Limited and its affiliate, IBCA, Inc. and Thomson
BankWatch, Inc. A description of the ratings categories of those Rating
Organizations is contained in Appendix A.
Floating Rate/Variable Rate Obligations. The Fund may invest in instruments with
floating or variable interest rates. The interest rate on a floating rate
obligation is based on a stated prevailing market rate, such as a bank's prime
rate, the 90-day U.S. Treasury Bill rate, the rate of return on commercial paper
or bank certificates of deposit, or some other standard, and is adjusted
automatically each time such market rate is adjusted. The interest rate on a
variable rate obligation is also based on a stated prevailing market rate but is
adjusted automatically at a specified interval
-2-
<PAGE>
of no more than one year. Some variable rate or floating rate obligations in
which the Fund may invest have a demand feature entitling the holder to demand
payment at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest at any time, or at specified intervals not
exceeding one year. These notes may or may not be backed by bank letters of
credit.
Variable rate demand notes may include master demand notes, discussed
below. The Manager, on behalf of the Fund, will consider on an ongoing basis the
creditworthiness of the issuers of the floating and variable rate obligations in
the Fund's portfolio. There is no limit on the amount of the Fund's assets that
may be invested in floating rate and variable rate obligations.
Repurchase Agreements. In a repurchase transaction, the Fund acquires a security
from, and simultaneously resells it to, an approved vendor (a U.S. commercial
bank or the U.S. branch of a foreign bank having total domestic assets of at
least $1 billion or a broker-dealer with a net capital of at least $50 million
and which has been designated a primary dealer in government securities). The
resale price exceeds the purchase price by an amount that reflects an
agreed-upon interest rate effective for the period during which the repurchase
agreement is in effect. The majority of these transactions run from day to day,
and delivery pursuant to resale typically will occur within one to five days of
the purchase. Repurchase agreements are considered "loans" under the Investment
Company Act of 1940, as amended (the "Investment Company Act") collateralized by
the underlying security. The Fund's repurchase agreements require that at all
times while the repurchase agreement is in effect, the value of the collateral
must equal or exceed the repurchase price to fully collateralize the repayment
obligation. Additionally, the Manager will impose creditworthiness requirements
to confirm that the vendor is financially sound and will continuously monitor
the collateral's value.
Master Demand Notes. A master demand note is a corporate obligation that permits
the investment of fluctuating amounts by the Fund at varying rates of interest
pursuant to direct arrangements between the Fund, as lender, and the corporate
borrower that issues the note. These notes permit daily changes in the amounts
borrowed. The Fund has the right to increase the amount under the note at any
time up to the full amount provided by the note agreement, or to decrease the
amount, and the borrower may repay up to the full amount of the note at any time
without penalty. Because variable amount master demand notes are direct lending
arrangements between the lender and the borrower, it is not generally
contemplated that such instruments will be traded. There is no secondary market
for these notes, although they are redeemable and thus immediately repayable by
the borrower at face value, plus accrued interest, at any time. Accordingly, the
Fund's right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. In evaluating the master demand note
arrangements, the Manager considers the earning power, cash flow, and other
liquidity ratios of the issuer. Master demand notes are not typically rated by
credit rating agencies. If they are not rated, the Fund may invest in them only
if, at the time of an investment, they are Eligible Securities. The Manager will
continuously monitor the borrower's financial ability to meet all of its
obligations because the Fund's liquidity might be impaired if the borrower were
unable to pay principal and interest on demand.
Loans of Portfolio Securities. The Fund may lend its portfolio securities to
qualified borrowers
-3-
<PAGE>
(other than in repurchase transactions) to attempt to raise the Fund's income
for liquidity purposes. Under applicable regulatory requirements (which are
subject to change), the loan collateral must, on each business day, at least
equal the market value of the loaned securities and must consist of cash, bank
letters of credit or U.S. Government securities, or other cash equivalents which
the Fund is permitted to purchase. To be acceptable as collateral, letters of
credit must obligate a bank to pay amounts demanded by the Fund if the demand
meets the terms of the letter. The Fund receives an amount equal to the
dividends or interest on loaned securities and also receives one or more of (a)
negotiated loan fees, (b) interest on securities used as collateral, or (c)
interest on short-term debt securities purchased with such loan collateral;
either type of interest may be shared with the borrower. The Fund may also pay
reasonable finder's, custodian and administrative fees and will not lend its
portfolio securities to any officer, trustee, employee or affiliate of the Fund
or the Manager. The terms of the Fund's loans must meet applicable tests under
the Internal Revenue Code and permit the Fund to reacquire loaned securities on
five business days' notice or in time to vote on any important matter. After any
loan, the value of the securities loaned can not exceed 25% of the value of the
Fund's total assets. The Fund will not enter into any securities lending
agreements having a duration of greater than one year. Any securities received
as collateral for a loan must mature in 12 months or less. The Fund presently
does not intend to lend its portfolio securities, but if it does, the value of
securities loaned will not exceed 5% of the value of the Fund's net assets in
the coming year.
Illiquid and Restricted Securities. Illiquid securities in which the Fund may
invest include issues which only may be redeemed by the issuer upon more than
seven days notice or at maturity, repurchase agreements maturing in more than
seven days, fixed time deposits subject to withdrawal penalties which mature in
more than seven days, and other securities which cannot be sold freely due to
legal or contractual restrictions on resale. Contractual restrictions on the
resale of illiquid securities might prevent or delay their sale by the Fund at a
time when such sale would be desirable. Restricted securities that are not
illiquid, in which the Fund may invest, include certain master demand notes
redeemable on demand, and short-term corporate debt instruments which are not
related to current transactions of the issuer and therefore are not exempt from
registration as commercial paper, as described in the Prospectus.
Bank Loan Participation Agreements. The Fund may invest in bank loan
participation agreements, subject to the investment limitation set forth in "The
Fund and Its Investment Policies - Illiquid and Restricted Securities" in the
Prospectus. These participation agreements give the Fund an undivided interest
in U.S. dollar-denominated loans made by the bank selling the participation
interests, in the proportion that the Fund's participation interest bears to the
total principal amount of the loan. The selling bank may not have any obligation
to the purchaser of the interest other than to pay to it principal and interest
on the loan if and when received by the selling bank. The Manager has set
certain creditworthiness standards for issuers of loan participations, and
monitors their creditworthiness. Participation interests are considered
investments in illiquid securities (see "Illiquid and Restricted Securities,"
above). Their value primarily depends upon the creditworthiness of the borrower,
and its ability to pay interest and principal. Borrowers may have difficulty
making payments. If a borrower fails to make scheduled interest or principal
payments, the Fund could experience a reduction in its income and a decline in
the net asset value of its shares. Therefore, the loan must be an obligation of
a corporation whose commercial paper or corporate debt
-4-
<PAGE>
obligations the Fund may purchase. The Fund will only purchase participation
interests from a bank in whose obligations the Fund may invest, and subject to
the restriction described above on investments in illiquid securities. Only
loans which mature in one year or less may be the subject of participation
interests.
Other Investment Restrictions
The Fund's most significant investment restrictions are described in the
Prospectus. The following investment restrictions are also fundamental policies
and, together with the fundamental investment policies and restrictions
described in the Prospectus, cannot be changed without the vote of a "majority"
of the Fund's outstanding shares. Under the Investment Company Act, such a
"majority" vote is defined as the vote of the holders of the lesser of:(i) 67%
or more of the shares present or represented by proxy at a shareholder's
meeting, if the holders of more than 50% of the outstanding shares are present
or represented by proxy, or (ii) more than 50% of the outstanding shares. Under
these additional restrictions, the Fund cannot do any of the following:
o The Fund cannot invest in commodities or commodity contracts, or
invest in interests in oil, gas, or other mineral exploration or development
programs;
o The Fund cannot invest in real estate; however, the Fund may purchase
debt securities issued by companies which invest in real estate or interests
therein;
o The Fund cannot purchase securities on margin or make short sales of
securities; o The Fund cannot invest in or hold securities of any
issuer if those officers and directors
of the Fund or its adviser who beneficially own individually more than 0.5% of
the securities of such issuer together own more than 5% of the securities of
such issuer;
o The Fund cannot underwrite securities of other companies;
o The Fund cannot invest more than 5% of the value of its total assets
in securities of companies that have operated less than three years, including
the operations of predecessors; and
o The Fund cannot invest in securities of other investment companies.
Unless the Prospectus or this Statement of Additional Information
states that a percentage restriction applies on an ongoing basis, it applies
only at the time the Fund makes an investment, and the Fund need not sell
securities to meet the percentage limits if the value of the investment
increases in proportion to the size of the Fund. For purposes of the Fund's
policy not to concentrate described in "Investment Restrictions" in the
Prospectus, the Fund has adopted, as a matter of non-fundamental policy, the
industry classifications set forth in Appendix C to this Statement of Additional
Information.
Directors and Officers of the Fund
The Fund's Directors and officers and their principal business affiliations and
occupations during the past five years are listed below. Sam Freedman became a
Director of the Fund on June 27, 1996. All of the directors are also trustees or
directors of Centennial America Fund L.P., Centennial Money Market Trust,
Centennial Tax Exempt Trust, Centennial Government Trust, Centennial New York
Tax Exempt Trust, Centennial California Tax Exempt Trust (the "Centennial
Funds"), Oppenheimer Cash Reserves, Oppenheimer Champion Income Fund,
Oppenheimer Equity Income Fund,
-5-
<PAGE>
Oppenheimer Limited-Term Government Fund, Oppenheimer Integrity Funds,
Oppenheimer International Bond Fund, Oppenheimer High Yield Fund, Oppenheimer
Main Street Funds, Inc., Oppenheimer Real Asset Fund, Oppenheimer Strategic
Income Fund, Oppenheimer Strategic Income & Growth Fund, Oppenheimer Municipal
Fund, Oppenheimer Total Return Fund, Inc., Oppenheimer Variable Account Funds,
Panorama Series Funds, Inc., and The New York Tax- Exempt Income Fund, Inc.
(together with the Centennial Funds, the "Denver Oppenheimer funds") except for
Ms. Macaskill and Mr. Fossel. Ms. Macaskill and Mr. Fossel are Trustees,
Directors or Managing General Partners of all the Denver-based Oppenheimer funds
except Oppenheimer Integrity Funds, Oppenheimer Strategic Income Fund, Panorama
Series Funds, Inc. and Oppenheimer Variable Account Funds. Also, Mr. Fossel is
not a trustee of Centennial New York Tax-Exempt Trust nor a managing general
partner of Centennial America Fund L.P. Ms. Macaskill is President and Mr. Swain
is Chairman and CEO of the Denver Oppenheimer funds. All of the officers except
Ms. Warmack, Ms. Wolf and Mr. Zimmer hold similar positions as officers of all
the Denver Oppenheimer funds. As of April 7, 1997, the directors and officers of
the Fund as a group owned of record or beneficially less than 1% of its
outstanding shares. The foregoing statement does not reflect ownership of shares
held of record by an employee benefit plan for employees of the Manager (for
which plan two of the officers listed below, Ms. Macaskill and Mr. Donohue, are
trustees) other than the shares beneficially owned under that plan by the
officers of the Fund listed above.
ROBERT G. AVIS, Director; Age 65*
One North Jefferson Ave., St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G. Edwards,
Inc. (its parent holding company); Chairman of A.G.E. Asset Management and A.G.
Edwards Trust Company (its affiliated investment adviser and trust company,
respectively).
WILLIAM A. BAKER, Director; Age 82
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.
CHARLES CONRAD, JR., Director; Age 67*
1501 Quail Street, Newport Beach, CA 92660
Chairman and CEO of Universal Space Lines, Inc. (a space services management
company); formerly Vice President of McDonnell Douglas Space Systems Co. and
associated with the National Aeronautics and Space Administration.
JON S. FOSSEL, Directors, Age 55*
P.O. Box 44, Mead Street, Waccabuc, New York 10597
Member of the Board of Governors of the Investment Company Institute (a national
trade association of investment companies), Chairman of the Investment Company
Institute Education Foundation; formerly Chairman and a director of
OppenheimerFunds, Inc. ("OFI"), President and a director of Oppenheimer
Acquisition Corp.("OAC"), OFI's parent holding company, and Shareholder
Services, Inc .("SSI") and Shareholder Financial Services, Inc. ("SFSI"),
transfer agent subsidiaries of OFI.
-6-
<PAGE>
SAM FREEDMAN, Director; Age 56
4975 Lakeshore Drive, Littleton, Colorado 80123
Formerly Chairman and Chief Executive Officer of OppenheimerFunds Services,
Chairman, Chief Executive Officer and a director of SSI, Chairman, Chief
Executive and Officer and director of SFSI, Vice President and director of OAC
and a director of OFI.
RAYMOND J. KALINOWSKI, Director; Age 67
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc. (a computer products training
company); formerly Vice Chairman and a director of A.G. Edwards, Inc., parent
holding company of A.G. Edwards & Sons, Inc. (a broker-dealer), of which he was
a Senior Vice President.
C. HOWARD KAST, Director; Age 75
2552 East Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).
ROBERT M. KIRCHNER, Director; Age 75
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
BRIDGET A. MACASKILL, President and Director; Age 48*
President, Chief Executive Officer and a Director of OFI and HarbourView Asset
Management Corporation ("HarbourView"), a subsidiary of OFI; Chairman and a
director of SSI and SFSI.; President and a director of OAC and Oppenheimer
Partnership Holdings, Inc., a holding company subsidiary of OFI; a director of
Oppenheimer Real Asset Management, Inc.; formerly an Executive Vice President of
OFI.
NED M. STEEL, Director; Age 81
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; a director of Visiting Nurse
Corporation of Colorado; formerly Senior Vice President and a Director of Van
Gilder Insurance Corp. (insurance brokers).
JAMES C. SWAIN, Chairman, Chief Executive Officer and Director; Age 63* 6803
South Tucson Way, Englewood, Colorado 80112 Vice Chairman of the OFI; formerly
President and a director of Centennial Asset Management Corporation (the
"Manager"), and Chairman of the Board of SSI.
DOROTHY G. WARMACK, Vice President and Portfolio Manager; Age 60
Vice President of OFI and the Manager; an officer of other Oppenheimer funds.
CAROL E. WOLF, Vice President and Portfolio Manager; Age 45
Vice President of OFI and the Manager; an officer of other Oppenheimer funds.
ARTHUR J. ZIMMER, Vice President and Portfolio Manger; Age 50
Vice President of the OFI and the Manager; an officer of other Oppenheimer
funds.
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<PAGE>
ANDREW J. DONOHUE, Vice President and Secretary; Age 46
Executive Vice President, General Counsel and a Director of OFI,
OppenheimerFunds Distributor, Inc. , HarbourView, SSI, SFSI, Oppenheimer
Partnership Holdings, Inc. and MultiSource Services, Inc. (a broker-dealer);
President and a director of the Manager; President and a director of Oppenheimer
Real Asset Management, Inc.; General Counsel of OAC; an officer of other
Oppenheimer funds.
GEORGE C. BOWEN, Vice President, Treasurer and Assistant Secretary; Age 60
6803 Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer of OFI; Vice President and Treasurer of
OppenheimerFunds Distributor, Inc. and HarbourView; Senior Vice President,
Treasurer, Assistant Secretary and a director of the Manager; President,
Treasurer and a director of Centennial Capital Corporation; Senior Vice
President, Treasurer and Secretary of SSI; Vice President, Treasurer and
Secretary of SFSI; Treasurer of OAC; Treasurer of Oppenheimer Partnership
Holdings, Inc.; Vice President and Treasurer of Oppenheimer Real Asset
Management, Inc.; Chief Executive Officer, Treasurer and a director of
MultiSource Services, Inc. (a broker-dealer); an officer of other Oppenheimer
funds.
ROBERT G. ZACK, Assistant Secretary; Age 48
Senior Vice President and Associate General Counsel of OFI, Assistant Secretary
of SSI and SFSI; an officer of other Oppenheimer funds.
ROBERT J. BISHOP, Assistant Treasurer; Age 38
6803 Tucson Way, Englewood, Colorado 80112
Vice President of the OFI /Mutual Fund Accounting; an officer of other
Oppenheimer funds; formerly a Fund Controller for OFI.
SCOTT T. FARRAR, Assistant Treasurer; Age 31
6803 Tucson Way, Englewood, Colorado 80112
Vice President of OFI/Mutual Fund Accounting; an officer of other Oppenheimer
funds; formerly a Fund Controller for OFI.
- -----------------------
* A director who is an "interested person" of the Fund as defined in the
Investment Company Act .
Remuneration of Directors. The officers of the Fund and certain directors of the
Fund (Ms. Macaskill and Mr. Swain) who are affiliated with the Manager receive
no salary or fees from the Fund. Mr. Fossel did not receive any salary or fees
from the Fund prior to January 1, 1997. The remaining directors of the Fund
received the total amounts shown below. Mr. Freedman received no compensation
from the Fund before June 27, 1996, the date he became a director. The
compensation from the Fund was paid during fiscal year ended December 31, 1996.
The compensation from the Denver-based Oppenheimer funds includes compensation
received as a director, trustee, managing partner or member of a committee of
the Board of those funds during calendar year 1996.
-8-
<PAGE>
<TABLE>
<CAPTION>
Total
Compensation
Aggregate From All
Compensation Denver-based
Name Position from Fund Oppenheimer funds
<S> <C> <C> <C>
Robert G. Avis Director $3,409 $58,003
William A. Baker Audit and Review $4,685 $79,715
Committee, Chairman and
Director
Charles Conrad, Jr. Audit and Review $4,391 $74,717
Committee Member and
Director
Sam Freedman Director $1,734 $29,502
Raymond J. Kalinowski Risk Oversight Committee
Member, Director $4,359 $74,173
C. Howard Kast Risk Oversight Committee
Member, Director $4,359 $74,173
Robert M. Kirchner Audit and Review $4,391 $74,717
Committee and
Director
Ned M. Steel Director $3,409 $58,003
</TABLE>
Major Shareholders. As of April 7, 1997, the only person known by the management
of the Fund to be the record or beneficial owner of 5% or more of the
outstanding shares of the Fund was A.G. Edwards & Sons, Inc. ("Edwards"), One
North Jefferson Street, St. Louis, MO 63103, which was the record owner of
3,475,220,498.760 shares (approximately 98.91% of the shares outstanding). The
Fund has been informed that the shares held of record by Edwards were owned for
the benefit of its brokerage clients.
The Manager and Its Affiliates
The Manager is a wholly-owned subsidiary of OppenheimerFunds, Inc. ("OFI"),
which is wholly-owned by Oppenheimer Acquisition Corporation ("OAC"), a holding
company controlled by Massachusetts Mutual Life Insurance Company. OAC is also
owned by certain of OFI's directors and officers, some of whom may also serve as
officers of the Fund, and two of whom (Ms. Macaskill and Mr. Swain) serve as
Directors of the Fund.
-9-
<PAGE>
Investment Advisory Agreement. The Manager supervises the investment operations
of the Fund and the composition of its portfolio and furnishes the Fund advice
and recommendations with respect to investments, investment policies, and the
purchase and sale of securities pursuant to an investment advisory agreement
(the "Agreement") with the Fund, described in "Management of the Fund" in the
Prospectus. During the Fund's fiscal years ended December 31, 1996, 1995 and
1994, the Fund paid the Manager management fees of $12,933,033, $12,746,352 and
$11,918,801 respectively, pursuant to the Agreement. The management fees for the
fiscal year ended December 31, 1996 are net of a voluntary expense assumption by
the Manager which reduced the management fees for that year in an amount of
$441,801. In the absence of such voluntary expense assumption, the management
fees payable by the Fund would have been $13,374,834.
The Agreement requires the Manager, at its expense, to provide the Fund
with adequate office space, facilities and equipment and to provide and
supervise the activities of all administrative and clerical personnel required
to provide effective administration for the Fund, including the compilation and
maintenance of records with respect to its operations, the preparation and
filing of specified reports, and the composition of proxy materials and
registration statements for continuous public sale of shares of the Fund.
Expenses not expressly assumed by the Manager under the Agreement or as
Distributor of the shares of the Fund are paid by the Fund. The Agreement lists
examples of expenses paid by the Fund, the major categories of which relate to
interest, taxes, fees to unaffiliated directors, legal, bookkeeping and audit
expenses, brokerage, custodian and transfer agent expenses, stock issuance
costs, certain printing costs (excluding the cost of printing prospectuses for
sales materials), registration fees, and non-recurring expenses, including
litigation.
The Agreement provides that the Manager will reimburse the Fund for
annual expenses of the Fund (excluding brokerage commission, taxes, interest and
extraordinary expenses such as litigation) which exceed the most stringent
limits prescribed by any state in which the Fund's shares are offered for sale.
Due to changes in federal securities laws, such state regulations no longer
apply. During the Fund's last fiscal year, the Fund's expenses did not exceed
the most stringent state regulatory limit and the voluntary undertaking was not
invoked.
Independently of the Agreement with the Fund, effective December 1,
1994, the Manager has voluntarily agreed to assume the Fund's expenses to the
level needed to enable the Fund's 7-day yield (computed in accordance with
procedures specified pursuant to regulations adopted under the Investment
Company Act) to at least equal the 7-day yield of Centennial Money Market Trust.
The Manager reserves the right to modify or terminate this voluntary undertaking
at any time without prior notice to investors or shareholders. Prior to December
1, 1994, the Manager voluntarily agreed to waive a portion of the management fee
otherwise payable to it by the Fund to the extent necessary to ensure that the
annual management fee of the Fund did not exceed 0.35% of the Fund's average net
assets.
The Manager assumes no responsibility under the Agreement other than
that which is imposed by law, and shall not be responsible for any action of the
Board of Directors of the Fund in following or declining to follow any advice or
recommendations of the Manager. The Manager shall not be liable for any error of
judgment or mistake of law, or for any loss suffered by the Fund in connection
with matters to which the Agreement relates, except a loss resulting by reason
of the
-10-
<PAGE>
Manager's willful misfeasance, bad faith or gross negligence in the performance
of its duties, or its reckless disregard of its obligations and duties, under
the Agreement. The Agreement permits the Manager to act as investment adviser
for any other person, firm or corporation.
Custodian. The Custodian's responsibilities include safeguarding and controlling
the Fund's portfolio securities and handling the delivery of portfolio
securities to and from the Fund. The Manager has represented to the Fund that
its banking relationships between the Manager and the Custodian have been and
will continue to be unrelated to and unaffected by the relationship between the
Fund and the Custodian. It will be the practice of the Fund to deal with the
Custodian in a manner uninfluenced by any banking relationship the Custodian may
have with the Manager or its affiliates.
Transfer Agent. Shareholder Services, Inc. as the Transfer Agent, is responsible
for maintaining the Fund's shareholder registry and shareholder accounting
records, and for shareholder servicing and administrative functions.
Distributor. Under the General Distributor's Agreement between the Fund and the
Distributor, the Distributor is the Fund's principal underwriter in the
continuous public offering of the Fund's shares but is not obligated to sell a
specific number of shares. Expenses normally attributable to sales (other than
those paid under the Service Plan), including advertising and the cost of
printing and mailing prospectuses (other than those furnished to existing
shareholders), are borne by the Distributor.
Independent Auditors. The independent auditors of the Fund audit the Fund's
financial statements and perform other related audit services. They also act as
auditors for the Manager, OppenheimerFunds, Inc., the Manager's immediate
parent, as well as for certain other funds advised by the Manager and
OppenheimerFunds, Inc.
Portfolio Transactions. Portfolio decisions are based upon the recommendations
and judgment of the Manager subject to the overall authority of the Board of
Directors. As most purchases made by the Fund are principal transactions at net
prices, the Fund incurs little or no brokerage costs. Purchases of portfolio
securities from underwriters include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers include a spread between
the bid and asked price. The Fund's policy of investing in short-term debt
securities with maturities of less than one year results in high portfolio
turnover. However, since brokerage commissions, if any, are small and securities
are usually held to maturity, high turnover does not have an appreciable adverse
effect upon the net asset value or income of the Fund.
The Fund seeks to obtain prompt and reliable execution of orders at the
most favorable net price. If brokers are used for portfolio transactions,
transactions may be directed to brokers furnishing execution and research
services deemed by the Manager to be useful or valuable to the performance of
its investment advisory functions for the Fund. Research information may be in
written form or through direct contact with individuals and includes information
on particular companies and industries as well as market, economic or
institutional activity areas. It serves to broaden the scope and supplement the
research activities of the Manager, to make available
-11-
<PAGE>
additional views for consideration and comparisons, and to enable the Manager to
obtain market information for the valuation of securities held in the Fund's
portfolio. The Fund does not direct the handling of purchases or sales of
portfolio securities, whether on a principal or agency basis, to brokers for
selling shares of the Fund. No portfolio transactions are handled by brokers
which are affiliated with the Fund or the Manager.
Performance of the Fund
Yield Information. The Fund's current yield is calculated for a seven-day period
of time, determined in accordance with regulations adopted under the Investment
Company Act as follows. First, a base period return is calculated for the
seven-day period by determining the net change in the value of a hypothetical
pre-existing account having one share at the beginning of the seven day period.
The change includes dividends declared on the original share and dividends
declared on any shares purchased with dividends on that share, but such
dividends are adjusted to exclude any realized or unrealized capital gains or
losses affecting the dividends declared. Next, the base period return is
multiplied by 365/7 to obtain the current yield to the nearest hundredth of one
percent. The compounded effective yield for a seven-day period is calculated by
(a) adding 1 to the base period return (obtained as described above), (b)
raising the sum to a power equal to 365 divided by 7, and (c) subtracting 1 from
the result. For the seven days ended December 31, 1996, the Fund's yield was
4.86% and its compounded effective yield was 4.98%.
The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. Since the calculation of yield under either
procedure described above does not take into consideration any realized or
unrealized gains or losses on the Fund's portfolio securities which may affect
dividends, the return on dividends declared during a period may not be the same
on an annualized basis as the yield for that period.
Yield information may be useful to investors in reviewing the Fund's
performance. The Fund may make comparisons between its yield and that of other
investments, by citing various indices such as The Bank Rate Monitor National
Index (provided by Bank Rate Monitor TM), which measures the average rate paid
on bank money market accounts, NOW accounts and certificates of deposit by the
100 largest banks and thrift institutions in the top ten metropolitan areas.
However, a number of factors should be considered before using yield information
as a basis for comparison with other investments. An investment in the Fund is
not insured. Its yield is not guaranteed and normally will fluctuate on a daily
basis. The yield for any given past period is not an indication or
representation by the Fund of future yields or rates of return on its shares.
The Fund's yield is affected by portfolio quality, portfolio maturity, type of
instruments held and operating expenses. When comparing the Fund's yield with
that of other investments, investors should understand that certain other
investment alternatives such as certificates of deposit, U.S. government
securities, money market instruments or bank accounts may provide fixed yields
or yields that may vary above a stated minimum, and also that bank accounts may
be insured. Certain types of bank accounts may not pay interest when the balance
falls below a specified level and may limit the number of withdrawals by check
per month.
-12-
<PAGE>
Service Plan
The Fund has adopted a service plan (the "Plan") under Rule 12b-1 of the
Investment Company Act pursuant to which the Fund is permitted to reimburse the
Distributor for a portion of its costs incurred in connection with personal
service and maintenance of shareholder accounts as described in the Prospectus.
Under the Plan, the Fund's Distributor is authorized to reimburse certain
securities dealers and other financial institutions and organizations
("Recipients") in connection with the personal service and the maintenance of
shareholder accounts that hold Fund shares. Payment is made monthly or quarterly
(i) at the annual rate of 0.20 of 1.0% (or such lesser amount as the
disinterested Directors may determine) of the average net asset value of the
Fund's shares owned beneficially or of record during the month or quarter by the
Recipient or its customers, or (ii) in an amount equal to the Recipient's total
cost during the month of rendering personal service (including reasonable
allocations of overhead), whichever is less. No payment will be made to a
Recipient for any month during which the average net asset value of Fund shares
held by the Recipient and its customers was less than $3 million. Although no
payments are retained by the Distributor or the Manager, Recipients which are
affiliates of the Manager may receive payments. Payments by the Fund under the
Plan for the fiscal year ended December 31, 1996 totaled $7,123,026, all of
which was paid to Edwards.
Under the Plan, a Recipient must certify monthly or quarterly that its
expenses for providing such services do not exceed its administrative and
sales-related costs. A Recipient is required to reimburse the Fund if the
aggregate payments it receives during the year exceed its costs as so certified.
The Plan may continue in effect for a period of more than one year from
the date of its execution only so long as continuance is approved at least
annually by the Board of Directors of the Fund, including a majority of the
disinterested Directors, by a vote cast in person at a meeting called for the
purpose of voting on that Agreement. The Plan automatically terminates if (i)
the Fund terminates the Plan, or (ii) a majority of the disinterested Directors
or the holders of a majority of the outstanding voting securities of the Fund
vote to terminate the Agreement.
The Plan provides that, as long as the Plan remains in effect, the
selection and nomination of Directors of the Fund who are not "interested
persons" of the Fund shall be committed to the discretion of the Directors then
in office who are not "interested persons" of the Fund. However, others may
participate in such selection and nomination provided that the final decision is
approved by a majority of the incumbent Independent Directors. Finally, the Plan
cannot be amended without shareholder approval as set forth above to increase
materially the amount of payments to be made and all material amendments are
required to be approved by the vote of the Board of Directors of the Fund,
including a majority of the disinterested Directors, cast in person at a meeting
called for that purpose.
ABOUT YOUR ACCOUNT
Purchase, Redemption and Pricing of Shares
-13-
<PAGE>
Determination of Net Asset Value Per Share. The net asset value per share of the
Fund's shares is determined twice each day as of 12:00 Noon and as of the close
of The New York Stock Exchange (the "Exchange") which is normally 4:00 P.M., but
may be earlier on some days, each day the Exchange is open (a "regular business
day"), (all references to time mean New York time) by dividing the Fund's net
assets (the total value of the Fund's portfolio securities, cash and other
assets less all liabilities) by the total number of shares outstanding. The
Exchange's most recent annual holiday schedule states that it will close New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. The Exchange may also close on other
days.
The Fund will seek to maintain a net asset value of $1.00 per share for
purchases and redemptions. There can be no assurance that it will do so. The
Fund operates under Rule 2a-7 under which the Fund may use the amortized cost
method of valuing its shares. The amortized cost method values a security
initially at its cost and thereafter assumes a constant amortization of any
market discount or premium, regardless of the impact of fluctuating interest
rates on the market value of the security. The method does not take into account
unrealized capital gains or losses.
The Board of Directors has established procedures for the valuation of
the Fund's securities, which provide that money market debt securities that had
a maturity of less than 397 days when issued that have a remaining maturity of
60 days or less are valued at cost, adjusted for amortization of premiums and
accretion of discounts.
Redemptions. The Fund's Board of Directors has the right, in conformity with
applicable law, to cause the involuntary redemption of the shares held in any
account if the aggregate net asset value of such shares is less than $500 or
such lesser amount as the Board may decide. Should the Board elect to exercise
this right, it will establish the terms of any notice of such redemption
required to be provided to the shareholder under the Investment Company Act or
Maryland law, including any provision the Board may establish to enable the
shareholder to increase the amount of the investment to avoid involuntary
redemption.
Expedited Redemption Procedures. Under the Expedited Redemption Procedure
available to direct shareholders of the Fund, as discussed in the Prospectus,
the wiring of redemption proceeds may be delayed if the Fund's Custodian bank is
not open for business on a day that the Fund would normally authorize the wire
to be made, which is usually the same day for redemptions prior to 12:00 Noon,
and the Fund's next regular business day for redemptions between 12:00 Noon and
the close of the Exchange, which is normally 4:00 P.M., but may be earlier on
some days. In those circumstances, the wire will not be transmitted until the
next bank business day on which the Fund is open for business and no dividends
will be paid on the proceeds of redeemed shares waiting transfer by wire.
Dividends and Taxes
Tax Status of the Fund's Dividends and Distributions. The Federal tax treatment
of the Fund's dividends and distributions to shareholders is explained in the
Prospectus under the caption "Dividends, Distributions and Taxes." Under the
Internal Revenue Code, the Fund must distribute
-14-
<PAGE>
by December 31 each year 98% of its taxable investment income earned from
January 1 through December 31 of that year, and 98% of its capital gains
realized from the prior November 1 through October 31 of the current year, or
else the Fund must pay an excise tax on the amounts not distributed. While it is
presently anticipated that the Fund's distributions will meet those
requirements, the Fund's Board and Manager might determine in a particular year
that it might be in the best interest of the Fund's shareholders not to
distribute income or capital gains at the mandated levels and to pay the excise
tax on the undistributed amounts, which would reduce the amount available for
distribution to shareholders.
Dividend Reinvestment in Another Fund. Direct shareholders of the Fund may elect
to reinvest all dividends and/or distributions in Class A shares of any of the
other "Eligible Funds" listed below at net asset value without sales charge. To
elect this option, a shareholder must notify the Transfer Agent in writing, and
either must have an existing account in the fund selected for reinvestment or
must obtain a prospectus for that fund and an application from the Transfer
Agent to establish an account. The investment will be made at the net asset
value per share next determined on the payable date of the dividend or
distribution.
Eligible Funds:
Limited Term New York Municipal Fund*
Oppenheimer Bond Fund
Oppenheimer Bond Fund for Growth
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Champion Income Fund
Oppenheimer Developing Markets Fund
Oppenheimer Disciplined Allocation Fund
Oppenheimer Disciplined Value Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Income Fund
Oppenheimer Florida Municipal Fund
Oppenheimer Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Insured Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer LifeSpan Balanced Fund
Oppenheimer LifeSpan Growth Fund
-15-
<PAGE>
Oppenheimer LifeSpan Income Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer New York Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Growth & Income Value Fund
Oppenheimer Quest Officers Value Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer U.S. Government Trust
Oppenheimer Value Stock Fund
Oppenheimer World Bond Fund
Rochester Fund Municipals
The New York Tax Exempt Income Fund, Inc.
the following "Money Market Funds":
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
Oppenheimer Cash Reserves
Oppenheimer Money Market Fund, Inc.
There is an initial sales charge on the purchase of Class A shares of each
Eligible Fund except the Money Market Funds (under certain circumstances,
described in the Prospectus, redemption proceeds of Money Market Fund shares may
be subject to a CDSC).
*Shares of the Fund are not exchangeable for shares of Limited Term New York
Municipal Fund prior to May 1, 1997.
-16-
<PAGE>
INDEPENDENT AUDITORS' REPORT
Daily Cash Accumulation Fund, Inc.
The Board of Directors and Shareholders of Daily Cash Accumulation Fund, Inc.:
We have audited the accompanying statement of assets and liabilities, including
the statement of investments, of Daily Cash Accumulation Fund, Inc., as of
December 31, 1996, the related statement of operations for the year then ended,
the statements of changes in net assets for the years ended December 31, 1996
and 1995, and the financial highlights for the period January 1, 1992 to
December 31, 1996. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights 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 and financial
highlights 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, 1996 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, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Daily Cash
Accumulation Fund, Inc., at December 31, 1996, the results of its operations,
the changes in its net assets, and the financial highlights for the respective
stated periods, in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
- --------------------------------------
DELOITTE & TOUCHE LLP
Denver, Colorado
January 22, 1997
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
BANKERS' ACCEPTANCES-0.1%
First National Bank of Boston, 5.30%,
5/2/97 (Cost $4,910,931) ....................... $ 5,000,000 $ 4,910,931
-----------
CERTIFICATES OF DEPOSIT-1.6%
DOMESTIC CERTIFICATES OF DEPOSIT-0.4%
LaSalle National Bank:
5.51%, 4/4/97 ................................ 8,000,000 8,000,000
5.55%, 2/11/97 ............................... 7,000,000 7,000,000
-----------
15,000,000
-----------
YANKEE CERTIFICATES OF DEPOSIT-1.2%
Societe Generale North America, Inc.:
5.45%, 2/10/97 ............................... 8,000,000 8,000,087
5.50%, 4/21/97 ............................... 5,000,000 5,000,000
5.55%, 2/6/97 ................................ 10,000,000 10,000,000
5.62%, 3/25/97 ............................... 8,000,000 8,001,957
5.92%, 9/17/97 ............................... 10,000,000 10,020,031
-----------
41,022,075
-----------
Total Certificates of Deposit (Cost $56,022,075) 56,022,075
-----------
DIRECT BANK OBLIGATIONS-4.2%
ABN Amro Bank Canada, 5.43%, 1/10/97................ 10,000,000 9,986,425
Bayerische Vereinsbank AG, 5.35%, 4/10/97........... 8,150,000 8,030,093
FCC National Bank, 5.55%, 2/14/97................... 10,000,000 10,000,000
First National Bank of Boston:
5.44%, 1/10/97 ................................... 5,000,000 5,000,000
5.44%, 1/13/97 ................................... 5,000,000 5,000,000
5.47%, 2/12/97 ................................... 10,000,000 10,000,000
5.47%, 2/21/97 ................................... 10,000,000 10,000,000
5.47%, 4/3/97 .................................... 7,000,000 7,000,000
5.50%, 3/14/97 ................................... 10,000,000 10,000,000
5.50%, 3/17/97 ................................... 15,000,000 15,000,000
5.50%, 4/4/97 .................................... 5,000,000 5,000,000
Huntington National Bank:...........................
5.35%, 1/2/97 .................................... 10,000,000 10,000,000
5.35%, 1/8/97 .................................... 7,000,000 7,000,000
5.53%, 2/3/97 .................................... 15,000,000 15,001,002
</TABLE>
3
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 (continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
DIRECT BANK OBLIGATIONS-4.2% (CONTINUED)
National Westminster Bank of Canada:
5.36%, 4/7/97 ................................. $ 7,000,000 $ 6,899,946
5.40%, 2/18/97 ................................ 5,000,000 4,964,000
Societe Generale North America, Inc.:
5.30%, 4/11/97 ................................ 5,000,000 4,926,389
5.38%, 2/7/97 ................................. 7,000,000 6,961,294
------------
Total Direct Bank Obligations (Cost $150,769,149) 150,769,149
------------
LETTERS OF CREDIT-6.0%
Bank of America NT & SA, guaranteeing commercial paper of:
Formosa Plastics Corp., USA-Series A, 5.34%, 3/21/97 5,000,000 4,941,408
Hyundai Motor Finance Co., 5.37%, 4/21/97 5,000,000 4,917,958
Bank One, Cleveland, guaranteeing commercial paper of:
Capital One Funding Corp.-Series 1995F, 5.85%, 1/2/97(1) 10,650,000 10,650,000
Capital One Funding Corp.-Series 1995F, 5.85%, 1/2/97(1)(2) 8,900,000 8,900,000
Barclays Bank PLC, guaranteeing commercial paper of:
Banco Bradesco S.A.-Grand Cayman Branch:
Series A, 5.31%, 4/28/97 ............ 11,000,000 10,810,167
Series A, 5.35%, 4/18/97 ............ 5,000,000 4,920,493
Series B, 5.33%, 5/20/97 ............ 5,000,000 4,897,101
Banco Real S.A., Grand Cayman Branch:
Series A, 5.32%, 4/22/97 ............ 5,000,000 4,917,983
Series A, 5.37%, 4/21/97 ............ 10,000,000 9,835,917
Petroleo Brasileiro, S.A.-Petrobras II:
Series C, 5.35%, 4/1/97 ............. 5,000,000 4,933,125
Series C, 5.38%, 4/3/97 ............. 5,000,000 4,931,256
Petroleo Brasileiro, S.A.-Petrobras:
Series A, 5.30%, 5/5/97 ............. 5,000,000 4,908,722
Series A, 5.31%, 5/6/97 ............. 15,000,000 14,723,438
Series A, 5.31%, 5/7/97 ............. 5,000,000 4,907,075
Series A, 5.37%, 4/7/97 ............. 5,000,000 4,928,400
Series B, 5.32%, 6/3/97 ............. 5,000,000 4,886,950
Series B, 5.40%, 4/9/97 ............. 10,000,000 9,853,000
</TABLE>
4
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- -----------
<S> <C> <C>
LETTERS OF CREDIT-6.0% (CONTINUED)
Bayerische Vereinsbank AG, guaranteeing commercial paper of:
Banco Rio de la Plata S.A.:
Series A, 5.40%, 1/21/97 ............................ $ 5,000,000 $4,985,000
Series A, 5.43%, 1/17/97 ............................ 10,000,000 9,975,867
Series A, 5.40%, 1/22/97 ............................ 5,000,000 4,984,250
Galicia Funding Corp.:
Series A, 5.36%, 3/3/97(3)........................... 5,000,000 4,954,589
Series B, 5.35%, 3/3/97(3)........................... 5,000,000 4,954,674
Series B, 5.45%, 3/4/97(3)........................... 10,000,000 9,907,000
Credit Suisse, guaranteeing commercial paper of:
COSCO (Cayman) Co., Ltd., 5.38%, 3/14/97............. 15,000,000 14,838,600
Societe Generale, guaranteeing commercial paper of:
Girsa Funding Corp., 5.32%, 4/3/97(3)................ 9,000,000 8,877,640
Nacional Financiera, SNC:
Series A, 5.31%, 2/24/97........................... 20,000,000 19,840,700
Series A, 5.44%, 1/8/97............................ 5,000,000 4,994,711
Series A, 5.44%, 1/9/97............................ 5,000,000 4,993,956
Series B, 5.33%, 3/3/97............................ 5,000,000 4,954,843
-----------
Total Letters of Credit (Cost $217,124,823)............ 217,124,823
-----------
SHORT-TERM NOTES-86.7%
AUTOMOTIVE-0.8%
BMW U.S. Capital Corp.:
5.31%, 2/24/97 ................................... 10,000,000 9,920,350
5.32%, 2/20/97 ................................... 20,000,000 19,852,222
-----------
29,772,572
-----------
BANKS-0.7%
Bankers Trust Co., New York, 5.35%, 11/26/97(1)............ 10,000,000 9,993,799
CoreStates Capital Corp.:
5.36%, 6/27/97 .......................................... 5,000,000 4,868,233
5.47%, 7/14/97(1)........................................ 5,000,000 5,000,000
5.70%, 6/27/97(1)........................................ 5,000,000 5,000,000
-----------
24,862,032
-----------
</TABLE>
5
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
BEVERAGES-3.2%
Coca-Cola Enterprises, Inc.:
5.31%, 3/19/97(3) .......................................... $12,000,000 $11,863,453
5.31%, 3/7/97(3) ........................................... 27,000,000 26,739,910
5.32%, 2/26/97(3) .......................................... 15,000,000 14,875,867
5.32%, 2/27/97(3) .......................................... 10,000,000 9,915,767
5.33%, 2/19/97(3) .......................................... 15,000,000 14,891,179
5.34%, 1/31/97(3) .......................................... 17,000,000 16,924,350
5.35%, 3/11/97(3) .......................................... 5,000,000 4,948,729
5.35%, 3/18/97(3) .......................................... 8,000,000 7,909,644
5.35%, 3/24/97(3) .......................................... 7,000,000 6,914,697
-----------
114,983,596
-----------
BROKER/DEALERS-12.5%
CS First Boston, Inc.:
5.31%, 1/30/97 ............................................ 7,000,000 6,970,057
5.31%, 2/20/97 ............................................ 15,000,000 14,889,375
5.33%, 2/13/97(3) ......................................... 25,000,000 24,840,661
5.35%, 2/12/97(3) ......................................... 10,000,000 9,937,642
5.38%, 3/4/97(1)(4) ....................................... 10,000,000 10,000,000
5.58%, 1/21/97(1)(4) ...................................... 10,000,000 10,000,000
Goldman Sachs Group, L.P.:
5.31%, 3/21/97 ............................................ 23,000,000 22,731,992
5.31%, 5/5/97 ............................................. 15,000,000 14,725,650
5.38%, 3/14/97 ............................................ 10,000,000 9,892,400
5.42%, 1/17/97 ............................................ 10,000,000 9,975,911
5.43%, 1/13/97 ............................................ 30,000,000 29,945,700
5.50%, 4/4/97 ............................................. 15,000,000 14,786,875
8.25%, 1/2/97 ............................................. 52,550,000 52,539,173
Merrill Lynch & Co., Inc.:
5.31%, 2/28/97 ............................................ 5,000,000 4,957,225
5.33%, 1/2/97 ............................................. 20,000,000 19,997,036
5.33%, 1/24/97 ............................................ 20,000,000 19,931,894
5.33%, 3/10/97 ............................................ 20,000,000 19,798,644
5.35%, 1/28/97 ............................................ 5,000,000 4,979,937
5.40%, 1/31/97(1) ......................................... 20,000,000 20,000,000
5.40%, 2/10/97 ............................................ 12,000,000 11,928,000
5.42%, 1/23/97 ............................................ 35,000,000 34,884,897
5.42%, 12/19/97(1) ........................................ 15,000,000 14,999,534
5.43%, 10/24/97(1) ........................................ 10,000,000 9,998,378
5.44%, 1/21/97 ............................................ 10,000,000 9,969,778
</TABLE>
6
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
BROKER/DEALERS-12.5% (CONTINUED)
Morgan Stanley Group, Inc.:
5.26%, 6/27/97(1) ...................................... $36,815,000 $ 36,815,000
5.41%, 2/3/97 .......................................... 10,000,000 9,950,408
-----------
449,446,167
-----------
BUILDING MATERIALS-0.1%
Compagnie de Saint-Gobain, 5.38%, 4/23/97.................. 5,000,000 4,916,311
-----------
CHEMICALS-0.2%
Monsanto Co., 5.30%, 1/27/97(3)............................ 6,900,000 6,873,588
-----------
COMMERCIAL FINANCE-12.3% CIT Group Holdings, Inc.:
5.31%, 1/24/97 .......................................... 15,000,000 14,949,112
5.33%, 11/20/97(1) ...................................... 15,000,000 14,989,942
5.35%, 5/1/97(1) ........................................ 10,000,000 9,996,244
5.35%, 6/11/97(1) ....................................... 10,000,000 9,994,762
5.37%, 9/17/97(1) ....................................... 20,000,000 19,989,710
5.67%, 3/1/98(1) ........................................ 38,500,000 38,500,000
Countrywide Home Loans:
5.33%, 1/23/97 .......................................... 24,000,000 23,921,827
5.33%, 2/19/97 .......................................... 5,000,000 4,963,726
5.33%, 3/3/97 ........................................... 5,000,000 4,954,843
5.34%, 1/8/97 ........................................... 9,000,000 8,990,655
5.34%, 3/12/97 .......................................... 5,000,000 4,948,083
5.36%, 3/5/97 ........................................... 16,000,000 15,849,920
5.37%, 3/4/97 ........................................... 10,000,000 9,907,517
FINOVA Capital Corp.:
5.37%, 2/18/97 .......................................... 3,000,000 2,978,520
5.37%, 2/24/97 .......................................... 10,000,000 9,919,450
5.37%, 2/28/97 .......................................... 7,000,000 6,939,326
5.38%, 1/7/97 ........................................... 8,000,000 7,992,827
5.38%, 2/20/97 .......................................... 5,000,000 4,962,639
5.40%, 1/15/97 .......................................... 5,000,000 4,989,500
5.40%, 2/27/97 .......................................... 32,000,000 31,727,682
5.43%, 2/26/97 .......................................... 20,000,000 19,831,067
5.49%, 2/5/97 ........................................... 5,000,000 4,973,312
5.53%, 1/24/97 .......................................... 5,000,000 4,982,335
5.68%, 1/17/97 .......................................... 3,000,000 2,992,427
6.06%, 2/21/97(1) ....................................... 15,000,000 15,000,000
</TABLE>
7
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
COMMERCIAL FINANCE-12.3% (CONTINUED)
Heller Financial, Inc.:
5.41%, 3/17/97 ............................................. $20,000,000 $19,774,479
5.42%, 2/6/97 .............................................. 7,000,000 6,962,060
5.43%, 1/14/97 ............................................. 15,000,000 14,970,587
5.45%, 3/20/97 ............................................. 5,000,000 4,940,958
5.45%, 3/21/97 ............................................. 2,000,000 1,976,081
5.46%, 10/1/97(1) .......................................... 20,000,000 19,997,008
5.46%, 10/10/97(1) ......................................... 13,000,000 12,997,991
5.55%, 4/10/97 ............................................. 7,000,000 6,893,162
5.55%, 4/2/97 .............................................. 9,500,000 9,366,723
5.59%, 12/18/97(1) ......................................... 15,000,000 15,000,000
5.66%, 1/15/97 ............................................. 10,000,000 10,000,518
5.69%, 3/28/97(1) .......................................... 20,000,000 20,001,439
-----------
442,126,432
-----------
COMPUTER SOFTWARE-0.3%
First Data Corp.:
5.37%, 6/10/97 ............................................ 5,000,000 4,880,667
5.40%, 2/25/97 ............................................ 5,000,000 4,958,750
-----------
9,839,417
-----------
CONGLOMERATES-1.0%
Mitsubishi International Corp.:
5.34%, 1/8/97 ............................................... 9,500,000 9,490,136
5.43%, 2/7/97 ............................................... 19,000,000 18,893,964
5.44%, 2/14/97 .............................................. 7,800,000 7,748,139
----------
36,132,239
-----------
CONSUMER FINANCE-3.0%
American Express Corp., 5.32%, 1/3/97 ....................... 15,000,000 14,995,567
Island Finance Puerto Rico, Inc.:
5.32%, 3/11/97 .............................................. 13,700,000 13,560,306
5.34%, 3/24/97 .............................................. 5,100,000 5,037,967
5.36%, 1/15/97 .............................................. 8,000,000 7,983,324
5.39%, 3/25/97 .............................................. 16,500,000 16,294,955
5.44%, 3/20/97 .............................................. 10,000,000 9,882,133
</TABLE>
8
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
CONSUMER FINANCE-3.0% (CONTINUED)
Sears Roebuck Acceptance Corp.:
5.31%, 3/3/97 ........................................... $25,000,000 $ 24,775,063
5.32%, 3/31/97 .......................................... 9,000,000 8,881,630
5.43%, 1/16/97 .......................................... 5,000,000 4,988,688
------------
106,399,633
------------
DIVERSIFIED FINANCIAL-14.5%
Associates Corp. of North America, 7.28%, 1/2/97 .......... 75,000,000 74,984,833
Ford Motor Credit Co.:
5.32%, 1/10/97 .......................................... 15,000,000 14,980,050
5.32%, 1/6/97 ........................................... 24,300,000 24,282,045
5.32%, 1/8/97 ........................................... 13,600,000 13,585,932
5.32%, 1/9/97 ........................................... 15,000,000 14,982,267
5.40%, 1/2/97 ........................................... 75,000,000 74,985,167
5.57%, 5/12/97(1) ....................................... 15,000,000 15,001,935
General Electric Capital Corp.:
5.31%, 1/15/97 .......................................... 15,000,000 14,969,025
5.50%, 1/31/97 .......................................... 5,000,000 4,977,083
General Electric Capital Services, 7.12%, 1/2/97 .......... 78,000,000 77,984,573
General Motors Acceptance Corp.:
5.35%, 1/8/97 ........................................... 21,000,000 20,978,154
5.35%, 3/3/97 ........................................... 5,000,000 4,954,674
5.38%, 2/18/97 .......................................... 10,000,000 9,928,267
5.41%, 4/10/97 .......................................... 5,000,000 5,058,018
5.41%, 4/7/97 ........................................... 27,975,000 27,569,817
5.45%, 1/16/97 .......................................... 10,000,000 9,977,292
5.45%, 2/12/97 .......................................... 13,000,000 12,917,342
5.45%, 2/12/97 .......................................... 17,000,000 16,891,908
5.45%, 2/4/97 ........................................... 8,900,000 8,854,190
5.45%, 2/6/97 ........................................... 10,000,000 9,945,500
5.45%, 4/21/97(1) ....................................... 15,000,000 14,991,777
5.47%, 2/14/97 .......................................... 18,500,000 18,376,317
5.48%, 3/11/97 .......................................... 5,000,000 4,947,483
5.48%, 3/26/97 .......................................... 5,025,000 4,960,747
Household Finance Corp., 5.30%, 2/24/97.................... 15,000,000 14,880,750
Transamerica Finance Corp., 5.33%, 3/17/97 ................ 5,000,000 4,944,479
----------
520,909,625
-----------
</TABLE>
9
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- ---------
<S> <C> <C>
ELECTRICAL EQUIPMENT-0.4%
Xerox Corp., 5.30%, 1/10/97 ............................. $15,000,000 $14,980,125
-----------
ELECTRONICS-2.3%
Avnet, Inc., 5.34%, 3/14/97 .............................. 5,000,000 4,946,600
Mitsubishi Electric Finance America, Inc.:
5.32%, 2/21/97(3) ...................................... 10,000,000 9,924,633
5.33%, 1/30/97(3) ...................................... 16,285,000 16,214,929
5.35%, 1/15/97(3) ...................................... 10,000,000 9,979,194
5.36%, 2/5/97(3) ....................................... 25,000,000 24,869,722
5.37%, 1/3/97(3) ....................................... 16,734,000 16,729,008
-----------
82,664,086
-----------
ENVIRONMENTAL-0.1%
WMX Technologies, Inc., 5.36%, 4/18/97(3).................. 5,000,000 4,920,344
-----------
HEALTHCARE/DRUGS-0.1%
Sandoz Corp., 5.30%, 1/23/97(3)............................ 5,000,000 4,983,806
-----------
HEALTHCARE/SUPPLIES & SERVICES-0.5%
American Home Products, 5.33%, 1/10/97(3)................. 10,000,000 9,986,675
Sherwood Medical Co., 5.32%, 1/24/97(3).................... 7,000,000 6,976,208
-----------
16,962,883
-----------
INDUSTRIAL SERVICES-0.4%
Atlas Copco AB, 5.30%, 2/24/97(3)......................... 5,000,000 4,960,250
PHH Corp., 5.79%, 3/26/97(1).............................. 10,000,000 9,998,653
-----------
14,958,903
-----------
INSURANCE-6.8%
Allstate Life Insurance Co., 5.38%, 1/3/97(1)............. 10,000,000 10,000,000
General American Life Insurance Co., 5.58%, 1/3/97(1)..... 30,000,000 30,000,000
Jackson National Life:
5.39%, 1/3/97(1) ....................................... 15,000,000 15,000,000
5.40%, 1/3/97(1) ....................................... 30,000,000 30,000,000
Pacific Mutual Life Insurance Co., 5.57%, 1/2/97(1)(4).....50,000,000 50,000,000
Protective Life Insurance Co., 5.52%, 1/26/97(1)(4)........20,000,000 20,000,000
</TABLE>
10
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
INSURANCE-6.8% (CONTINUED)
TransAmerica Life Insurance & Annuity Co.:
5.38%, 10/15/97(1) .................................. $25,000,000 $ 25,000,000
5.38%, 8/7/97(1)(4) ................................. 25,000,000 25,000,000
5.38%, 9/30/97(1) ................................... 20,000,000 20,000,000
TransAmerica Occidental Life, 5.38%, 9/29/97(1)......... 20,000,000 20,000,000
-----------
245,000,000
-----------
LEASING & FACTORING-0.9%
International Lease Finance Corp.:
5.30%, 3/7/97 ........................................ 10,000,000 9,904,306
5.33%, 2/3/97 ........................................ 13,775,000 13,707,698
5.33%, 2/7/97 ........................................ 10,000,000 9,945,219
-----------
33,557,223
-----------
NONDURABLE HOUSEHOLD GOODS-0.1%
Newell Co., 5.33%, 3/7/97(3)............................. 5,000,000 4,951,882
-----------
OIL-INTEGRATED-0.3%
Repsol International Finance, 5.35%, 3/28/97............. 10,000,000 9,872,194
-----------
SAVINGS & LOANS-0.2%
First Bank FSB, 5.58%, 8/29/97(1)........................ 7,000,000 6,999,550
-----------
SPECIAL PURPOSE FINANCIAL-23.1%
Asset Backed Capital Finance, Inc.:
5.45%, 3/12/97(3) 15,000,000 14,841,042
5.48%, 12/15/97(1)(4) ................................. 15,000,000 14,994,921
Asset-Securitization Cooperative:
5.31%, 1/29/97(3) ..................................... 10,000,000 9,958,700
5.31%, 2/18/97(3) ..................................... 15,000,000 14,893,867
5.31%, 2/26/97(3) ..................................... 25,000,000 24,793,500
5.33%, 3/11/97(3) ..................................... 7,000,000 6,928,489
5.33%, 3/17/97(3) ..................................... 10,000,000 9,888,958
5.34%, 3/18/97(3) ..................................... 14,200,000 14,039,919
5.35%, 3/19/97(3) ..................................... 10,000,000 9,885,569
</TABLE>
11
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
SPECIAL PURPOSE FINANCIAL-23.1% (CONTINUED)
Beta Finance, Inc.:
5.32%, 5/12/97(1)(3) ............................................... $15,000,000 $15,001,041
5.35%, 3/17/97(3) .................................................. 10,000,000 9,888,542
5.35%, 4/17/97(3) .................................................. 15,000,000 14,763,708
Cooperative Association of Tractor Dealers, Inc., 5.50%, 2/4/97 ...... 8,200,000 8,157,406
CXC, Inc.:
5.31%, 2/25/97(3) .................................................. 15,000,000 14,878,313
5.32%, 1/7/97(3) ................................................... 15,000,000 14,986,700
5.32%, 3/12/97(3) .................................................. 10,000,000 9,896,556
5.33%, 1/8/97(3) ................................................... 20,000,000 19,979,272
5.35%, 1/16/97(3) .................................................. 5,000,000 4,988,854
5.35%, 2/5/97(3) ................................................... 25,000,000 24,869,965
Falcon Asset Securitization Corp.:
5.30%, 2/25/97(3) .................................................. 15,000,000 14,878,542
5.32%, 1/13/97(3) .................................................. 21,000,000 20,962,760
5.33%, 1/7/97(3) ................................................... 16,000,000 15,985,787
First Deposit Master Trust 1993-3:
5.32%, 1/24/97(3) .................................................. 5,000,000 4,983,006
5.32%, 2/24/97(3) .................................................. 12,000,000 11,904,240
5.32%, 2/26/97(3) .................................................. 5,900,000 5,851,174
5.32%, 2/27/97(3) .................................................. 17,000,000 16,856,803
5.35%, 1/21/97(3) .................................................. 9,200,000 9,172,656
5.35%, 3/20/97(3) .................................................. 5,000,000 4,942,042
5.65%, 1/9/97(3) ................................................... 5,000,000 4,993,944
Fleet Funding Corp.:
5.32%, 1/9/97(3) ................................................... 27,026,000 26,994,049
5.45%, 1/17/97(3) .................................................. 25,000,000 24,939,444
New Center Asset Trust:
5.35%, 4/1/97 ...................................................... 15,000,000 14,799,375
5.40%, 2/6/97 ...................................................... 15,000,000 14,919,000
5.43%, 1/29/97 ..................................................... 25,000,000 24,894,417
7.30%, 1/2/97 ...................................................... 100,000,000 99,979,722
RACERS Series 1996-MM-12-3, 5.59%, 12/15/97(1)(4) .................... 15,000,000 15,000,000
</TABLE>
12
<PAGE>
STATEMENT OF INVESTMENTS DECEMBER 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
SPECIAL PURPOSE FINANCIAL-23.1% (CONTINUED)
Sheffield Receivables Corp.:
5.32%, 1/16/97 ................................................... $ 7,450,000 $ 7,433,486
5.32%, 1/16/97(3) ................................................ 10,000,000 9,977,833
5.32%, 1/6/97(3) ................................................. 26,160,000 26,140,648
Short Term Card Account Trust 1995-1, Class A1, 5.61%, 1/15/97(1)(4) 15,000,000 15,000,000
Sigma Finance, Inc.:
5.30%, 5/16/97(3) ................................................ 5,000,000 4,900,625
5.31%, 5/12/97(3) ................................................ 10,000,000 9,806,775
5.31%, 5/14/97(3) ................................................ 6,500,000 6,372,486
5.31%, 5/19/97(3) ................................................ 5,000,000 4,898,225
5.32%, 5/6/97(3) ................................................. 5,000,000 4,907,639
5.33%, 3/3/97(3) ................................................. 5,000,000 4,954,843
5.37%, 4/15/97(3) ................................................ 15,000,000 14,767,300
5.37%, 4/28/97(3) ................................................ 21,000,000 20,634,668
5.37%, 4/8/97(3) ................................................. 14,000,000 13,797,432
5.38%, 1/3/97(3) ................................................. 10,000,000 9,997,011
5.38%, 4/9/97(3) ................................................. 24,000,000 23,649,024
5.44%, 2/28/97(3) ................................................ 10,000,000 9,912,356
5.45%, 1/24/97(3) ................................................ 5,000,000 4,982,590
5.45%, 2/19/97(3) ................................................ 15,000,000 14,888,729
SMM Trust:
1996-B, 5.42%, 8/4/97(4) ......................................... 10,000,000 10,000,000
1996-I, 5.71%, 5/29/97(1)(4) ..................................... 10,000,000 10,000,000
1996-V, 5.98%, 3/26/97(4) ........................................ 10,000,000 10,000,000
TIERS Series DCMT 1996-A, 5.64%, 10/15/97(1)(4)............ ........ 5,000,000 5,000,000
-----------
831,713,953
-----------
TELECOMMUNICATIONS-TECHNOLOGY-2.9%
GTE Corp., 5.48%, 4/1/97 ............................................ 10,000,000 9,863,000
NYNEX Corp.:
5.32%, 2/21/97 .................................................... 8,000,000 7,939,707
5.33%, 2/18/97 .................................................... 5,000,000 4,964,467
5.34%, 1/27/97 .................................................... 5,000,000 4,980,717
5.34%, 3/6/97 ..................................................... 10,000,000 9,905,067
5.34%, 3/7/97 ..................................................... 7,000,000 6,932,508
</TABLE>
13
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
TELECOMMUNICATIONS-TECHNOLOGY-2.9% (CONTINUED)
5.35%, 1/10/97 ........................................................... $20,000,000 $ 19,973,250
5.35%, 1/24/97 ........................................................... 10,000,000 9,965,819
5.35%, 3/5/97 ............................................................ 5,000,000 4,953,363
5.42%, 1/13/97 ........................................................... 15,000,000 14,972,900
5.42%, 1/17/97 ........................................................... 9,400,000 9,377,607
--------------
103,828,405
--------------
Total Short-Term Notes (Cost $3,121,654,966)................................ 3,121,654,966
--------------
U.S. GOVERNMENT AGENCIES-0.9%
Federal Home Loan Bank, 5.68%, 8/1/97 (Cost $33,982,579)(1) ................ 34,000,000 33,982,579
--------------
FOREIGN GOVERNMENT OBLIGATIONS-1.0%
Bayerische Landesbank Girozentrale, 5.07%, 7/29/97(1) ...................... 15,000,000 15,000,000
Westdeutsche Landesbank Girozentrale, guaranteeing commercial paper of:
Unibanco-Uniao de Bancos Brasileiros SA-Grand Cayman-Series A, 5.37%, 4/7/97 5,000,000 4,928,400
Comision Federal de Electricidad:
Series A, 5.31%, 2/18/97 ............................................... 10,000,000 9,929,200
Series A, 5.36%, 3/11/97 ............................................... 5,000,000 4,948,633
--------------
Total Foreign Government Obligations (Cost $34,806,233).... 34,806,233
--------------
Total Investments, at Value................................................. 100.5% 3,619,270,756
Liabilities in Excess of Other Assets....................................... (0.5) (17,781,686)
----- --------------
Net Assets.................................................................. 100.0% $3,601,489,070
===== ==============
</TABLE>
14
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
Short-term notes, direct bank obligations and letters of credit are generally
traded on a discount basis; the interest rate is the discount rate received by
the Fund at the time of purchase. Other securities normally bear interest at the
rates shown.
1. Floating or variable rate obligation. The interest rate, which is based on
specific, or an index of, market interest rates, is subject to change
periodically and is the effective rate on December 31, 1996. This instrument
may also have a demand feature which allows the recovery of principal at any
time, or at specified intervals not exceeding one year, on up to 30 days'
notice. Maturity date shown represents effective maturity based on variable
rate and, if applicable, demand feature.
2. Put obligation redeemable at full face value on the date reported.
3. Restricted securities, including those issued in exempt transactions without
registration under the Securities Act of 1933 (the Act), amounting to
$881,361,667, or 24.47% of the Fund's net assets, have been determined to be
liquid pursuant to guidelines adopted by the Board of Directors.
4. Restricted securities which are considered illiquid, by virtue of the absence
of a readily available market or because of legal or contractual restrictions
on resale, amount to $194,994,921, or 5.41% of the Fund's net assets. The
Fund may not invest more than 10% of its net assets (determined at the time
of purchase) in illiquid securities.
See accompanying Notes to Financial Statements.
15
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES December 31, 1996 Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
ASSETS:
<S> <C>
Investments, at value-see accompanying statement ............. $3,619,270,756
Cash ......................................................... 4,025,043
Receivables:
Interest ................................................... 7,239,494
Shares of capital stock sold ............................... 435,693
Other ........................................................ 71,879
--------------
Total assets ............................................. 3,631,042,865
--------------
LIABILITIES:
Payables and other liabilities:
Shares of capital stock redeemed ........................... 28,952,775
Service plan fees .......................................... 235,143
Dividends .................................................. 8,792
Directors' fees ............................................ 4,452
Other ........................................................ 352,633
--------------
Total liabilities .......................................... 29,553,795
--------------
NET ASSETS ................................................... $3,601,489,070
==============
COMPOSITION OF NET ASSETS:
Par value of shares of capital stock ......................... $ 360,135,211
Additional paid-in capital ................................... 3,241,216,896
Accumulated net realized gain on investment transactions ..... 136,963
--------------
NET ASSETS-applicable to 3,601,352,108 shares of capital
stock outstanding .......................................... $3,601,489,070
==============
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE
PER SHARE .................................................. $1.00
</TABLE>
See accompanying Notes to Financial Statements.
16
<PAGE>
STATEMENT OF OPERATIONS For the Year Ended December 31, 1996 Daily Cash
Accumulation Fund, Inc.
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME-Interest ............................................................. $ 197,327,796
-------------
EXPENSES:
Management fees-Note 3 ................................................................. 13,374,834
Service plan fees-Note 3 ............................................................... 7,123,026
Transfer and shareholder servicing agent fees-Note 3 ................................... 2,910,657
Custodian fees and expenses ............................................................ 384,166
Registration and filing fees ........................................................... 342,496
Shareholder reports .................................................................... 273,627
Legal and auditing fees ................................................................ 45,581
Directors' fees and expenses ........................................................... 30,738
Insurance expenses ..................................................................... 29,160
Other .................................................................................. 11,999
-------------
Total expenses ....................................................................... 24,526,284
Less reimbursement of expenses by Centennial Asset Management Corporation-Note 3 ..... (441,801)
-------------
Net expenses ......................................................................... 24,084,483
-------------
NET INVESTMENT INCOME .................................................................. 173,243,313
NET REALIZED GAIN ON INVESTMENTS ....................................................... 2,534
-------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ................................... $ 173,245,847
=============
</TABLE>
See accompanying Notes to Financial Statements.
17
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995
--------------- ---------------
OPERATIONS:
<S> <C> <C>
Net investment income ................................. $ 173,243,313 $ 179,893,318
Net realized gain ..................................... 2,534 664,800
--------------- ---------------
Net increase in net assets resulting from operations .. 173,245,847 180,558,118
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS ........... (173,245,601) (180,522,108)
CAPITAL STOCK TRANSACTIONS:
Net increase in net assets resulting from capital stock
transactions-Note 2 ................................. 77,763,723 565,456,928
--------------- ---------------
NET ASSETS:
Total increase ........................................ 77,763,969 565,492,938
Beginning of period ................................... 3,523,725,101 2,958,232,163
--------------- ---------------
End of period ......................................... $ 3,601,489,070 $ 3,523,725,101
=============== ===============
</TABLE>
See accompanying Notes to Financial Statements.
18
<PAGE>
FINANCIAL HIGHLIGHTS
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning
of period ................................... $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment
operations-net investment
income and net realized gain ................ .05 .05 .04 .03 .03
Dividends and distributions to shareholders ... (.05) (.05) (.04) (.03) (.03)
----- ----- ----- ----- -----
Net asset value, end of period ................ $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL RETURN, AT
NET ASSET VALUE(1) .......................... 4.93% 5.47% 3.77% 2.69% 3.54%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions) ....... $3,602 $3,524 $2,958 $3,589 $4,061
Average net assets (in millions) .............. $3,591 $3,379 $3,378 $3,940 $4,760
RATIOS TO AVERAGE NET ASSETS:
Net investment income ......................... 4.82% 5.32% 3.64% 2.67% 3.50%
Expenses, before voluntary reimbursement
by the Manager .............................. 0.68% 0.71% 0.74% 0.74% 0.70%
Expenses, net of voluntary reimbursement
by the Manager .............................. 0.67% N/A 0.73% N/A N/A
</TABLE>
1. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are
not annualized for periods of less than one full year.
See accompanying Notes to Financial Statements.
19
<PAGE>
NOTES TO FINANCIAL STATEMENTS Daily Cash Accumulation Fund, Inc.
1. SIGNIFICANT ACCOUNTING POLICIES
Daily Cash Accumulation Fund, Inc. (the Fund) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Fund's investment objective is to seek the maximum
current income that is consistent with low capital risk and the maintenance of
liquidity. The Fund seeks to achieve this objective by investing in "money
market" securities meeting specified quality standards. The Fund's investment
adviser is Centennial Asset Management Corporation (the Manager), a subsidiary
of OppenheimerFunds, Inc. (OFI). The following is a summary of significant
accounting policies consistently followed by the Fund.
Investment Valuation-Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
Federal Taxes-The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required.
Distributions to Shareholders-The Fund intends to declare dividends from net
investment income each day the New York Stock Exchange is open for business and
pay such dividends monthly. To effect its policy of maintaining a net asset
value of $1.00 per share, the Fund may withhold dividends or make distributions
of net realized gains.
Other-Investment transactions are accounted for on the
date the investments are purchased or sold (trade date). Realized gains and
losses on investments are determined on an identified cost basis, which is the
same basis used for federal income tax purposes.
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 income and expenses during the reporting period. Actual
results could differ from those estimates.
20
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued) Daily Cash Accumulation Fund, Inc.
2. CAPITAL STOCK
The Fund has authorized 15,000,000,000 shares of $0.10 par value capital stock.
Transactions in shares of capital stock were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1996 Year Ended December 31, 1995
------------------------------------ ------------------------------------
Shares Amount Shares Amount
-------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Sold ...................... 7,263,772,507 $ 7,263,772,507 7,320,626,109 $ 7,320,626,109
Dividends and distributions
reinvested ................ 170,695,960 170,695,960 177,673,219 177,673,219
Redeemed .................. (7,356,704,744) (7,356,704,744) (6,932,842,400) (6,932,842,400)
-------------- --------------- -------------- ---------------
Net increase .............. 77,763,723 $ 77,763,723 565,456,928 $ 565,456,928
============== =============== ============== ===============
</TABLE>
3. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Fund which provides for a fee of 0.45% on the first
$500 million of average annual net assets with a reduction of 0.025% on each
$500 million thereafter, to 0.25% on net assets in excess of $4 billion. The
Manager has agreed to reimburse the Fund if aggregate expenses (with specified
exceptions) exceed the most stringent applicable regulatory limit on Fund
expenses.
Independently of the investment advisory agreement with the Fund, effective
December 1, 1994, the Manager has voluntarily agreed to assume the Fund's
expenses to the level needed to enable the Fund's seven-day yield (computed in
accordance with procedures specified pursuant to regulations adopted under the
Investment Company Act of 1940) to at least equal the seven-day yield of
Centennial Money Market Trust, a related Fund for which the Manager also serves
as investment adviser.
Shareholder Services, Inc. (SSI), a subsidiary of OFI, is the transfer and
shareholder servicing agent for the Fund, and for other registered investment
companies. SSI's total costs of providing such services are allocated ratably to
these companies.
Under an approved plan of distribution, the Fund may expend up to 0.20% of its
net assets annually to reimburse certain securities dealers and other financial
institutions and organizations for costs incurred in distributing Fund shares.
21
<PAGE>
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Below is a description of the two highest rating categories for Short Term Debt
and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on behalf of
the Fund. The ratings descriptions are based on information supplied by the
ratings organizations to subscribers.
Short Term Debt Ratings.
Moody's Investors Service, Inc. ("Moody's"): The following rating designations
for commercial paper (defined by Moody's as promissory obligations not having
original maturity in excess of nine months), are judged by Moody's to be
investment grade, and indicate the relative repayment capacity of rated issuers:
Prime-1: Superior capacity for repayment. Capacity will normally be
evidenced by the following characteristics: (a) leveling market
positions in well- established industries; (b) high rates of return on
funds employed; (c) conservative capitalization structures with
moderate reliance on debt and ample asset protection; (d) broad
margins in earning coverage of fixed financial charges and high
internal cash generation; and (e) well established access to a range
of financial markets and assured sources of alternate liquidity.
Prime-2: Strong capacity for repayment. This will normally be evidenced by
many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity
is maintained.
Moody's ratings for state and municipal short-term obligations are designated
"Moody's Investment Grade" ("MIG"). Short-term notes which have demand features
may also be designated as "VMIG". These rating categories are as follows:
MIG1/VMIG1: Best quality. There is present strong protection by
established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.
MIG2/VMIG2: High quality. Margins of protection are ample although not
so large as in the preceding group.
Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of no more
than 365 days) assess the likelihood of payment:
A-1
<PAGE>
A-1: Strong capacity for timely payment. Those issues
determined to possess extremely strong safety
characteristics are denoted with a plus sign (+)
designation.
A-2: Satisfactory capacity for timely payment. However,
the relative degree of
safety is not as high as for issues designated "A-1".
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Very strong or strong capacity to pay principal and
interest. Those issues determined to possess
overwhelming safety characteristics will be given a
plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest.
S&P assigns "dual ratings" to all municipal debt issues that have a demand or
double feature as part of their provisions. The first rating addresses the
likelihood of repayment of principal and interest as due, and the second rating
addresses only the demand feature. With short-term demand debt, S&P's note
rating symbols are used with the commercial paper symbols (for example, "SP-
1+/A-1+").
Fitch Investors Service, Inc. ("Fitch"): Fitch assigns the following short-term
ratings to debt obligations that are payable on demand or have original
maturities of generally up to three years, including commercial paper,
certificates of deposit, medium-term notes, and municipal and investment notes:
F-1+: Exceptionally strong credit quality; the strongest
degree of assurance for
timely payment.
F-1: Very strong credit quality; assurance of timely
payment is only slightly less in degree than issues
rated "F-1+".
F-2: Good credit quality; satisfactory degree of assurance
for timely payment, but the margin of safety is not
as great as for issues assigned "F-1+" or "F-1"
ratings.
Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for commercial
paper (defined by Duff & Phelps as obligations with maturities, when issued, of
under one year), asset-backed commercial paper, and certificates of deposit (the
ratings cover all obligations of the institution with maturities, when issued,
of under one year, including bankers' acceptance and letters of credit):
Duff 1+: Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative
sources of funds, is outstanding, and safety is just below
risk-free U.S. Treasury short-term
A-2
<PAGE>
obligations.
Duff 1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors.
Risk factors are minor.
Duff 1-: High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection factors. Risk
factors are very small.
Duff 2: Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding needs
may enlarge total financing requirements, access to capital
markets is good. Risk factors are small.
IBCA Limited or its affiliate IBCA Inc. ("IBCA"): Short-term ratings, including
commercial paper (with maturities up to 12 months), are as follows:
A1+: Obligations supported by the highest capacity for
timely repayment.
A1: Obligations supported by a very strong capacity for
timely repayment.
A2: Obligations supported by a strong capacity for timely
repayment, although such capacity may be susceptible
to adverse changes in business, economic, or
financial conditions.
Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply to
commercial paper, certificates of deposit, unsecured notes, and other securities
having a maturity of one year or less.
TBW-1: The highest category; indicates the degree of safety
regarding timely repayment of principal and interest
is very strong.
TBW-2: The second highest rating category; while the degree
of safety regarding timely repayment of principal and
interest is strong, the relative degree of safety is
not as high as for issues rated "TBW-1".
Long Term Debt Ratings. These ratings are relevant for securities purchased by
the Fund with a remaining maturity of 397 days or less, or for rating issuers of
short-term obligations.
Moody's: Bonds (including municipal bonds) are rated as follows:
Aaa: Judged to be the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt edge." Interest
payments are protected by a large or by an exceptionally stable
margin, and principal is secure. While the various protective elements
are likely to change, such
A-3
<PAGE>
changes as can be visualized are most unlikely to impair the
fundamentally strong positions of such issues.
Aa: Judged to be of high quality by all standards. Together with the "Aaa"
group they comprise what are generally known as high-grade bonds. They
are rated lower than the best bonds because margins of protection may
not be as large as in "Aaa" securities or fluctuations of protective
elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in
"Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the higher
end of its generic rating category; the modifier "2" indicates a mid-range
ranking; and the modifier "3" indicates that the issue ranks in the lower end of
its generic rating category.
Standard & Poor's: Bonds (including municipal bonds) are rated as follows:
AAA: The highest rating assigned by S&P. Capacity to pay interest and
repay principal is extremely strong.
AA: A strong capacity to pay interest and repay principal and differ
from "AAA" rated issues only in small degree.
Fitch:
AAA: Considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA: Considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds
rated "AAA". Plus (+) and minus (-) signs are used in the "AA"
category to indicate the relative position of a credit within
that category.
Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issuers
is generally rated "F-1+".
Duff & Phelps:
AAA: The highest credit quality. The risk factors are negligible,
being only slightly more than for risk-free U.S. Treasury debt.
AA: High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of
economic conditions. Plus (+)
A-4
<PAGE>
and minus (-) signs are used in the "AA" category to indicate the
relative position of a credit within that category.
IBCA: Long-term obligations (with maturities of more than 12 months) are rated
as follows:
AAA: The lowest expectation of investment risk. Capacity for timely
repayment of principal and interest is substantial such that
adverse changes in business, economic, or financial conditions
are unlikely to increase investment risk significantly.
AA: A very low expectation for investment risk. Capacity for timely
repayment of principal and interest is substantial. Adverse
changes in business, economic, or financial conditions may
increase investment risk albeit not very significantly.
A plus (+) or minus (-) sign may be appended to a long term rating to denote
relative status within a rating category.
TBW: TBW issues the following ratings for companies. These ratings assess the
likelihood of receiving payment of principal and interest on a timely basis and
incorporate TBW's opinion as to the vulnerability of the company to adverse
developments, which may impact the market's perception of the company, thereby
affecting the marketability of its securities.
A: Possesses an exceptionally strong balance sheet and
earnings record, translating into an excellent
reputation and unquestioned access to its natural
money markets. If weakness or vulnerability exists in
any aspect of the company's business, it is entirely
mitigated by the strengths of the organization.
A/B: The company is financially very solid with a
favorable track record and no readily apparent
weakness. Its overall risk profile, while low, is not
quite as favorable as for companies in the highest
rating category.
A-5
<PAGE>
APPENDIX B
AUTOMATIC WITHDRAWAL PLAN PROVISIONS
By requesting an Automatic Withdrawal Plan, the shareholder agrees to
the terms and conditions applicable to such plans, as stated below and elsewhere
in the Application for such Plans, and the Prospectus and this Statement of
Additional Information as they may be amended from time to time by the Fund
and/or the Distributor. When adopted, such amendments will automatically apply
to existing Plans.
Fund shares will be redeemed as necessary to meet withdrawal payments.
Depending on the amount withdrawn, the investor's principal may be depleted.
Payments made to shareholders under such plans may not be considered as a yield
or income on investment. Purchases of additional shares concurrently with
withdrawals are undesirable because of sales charges on purchases. Accordingly,
a shareholder may not maintain an Automatic Withdrawal Plan while simultaneously
making regular purchases.
1. Shareholder Services, Inc. (the "Transfer Agent") will administer the
Automatic Withdrawal Plan (the "Plan") as agent for the person (the
"Planholder") who executed the Plan authorization and application submitted to
the Transfer Agent.
2. Certificates will not be issued for shares of the Funds purchased for
and held under the Plan, but the Transfer Agent will credit all such shares to
the account of the Planholder on the records of the Fund. Any share certificates
now held by the Planholder may be surrendered unendorsed to the Transfer Agent
with the Plan application so that the shares represented by the certificate may
be held under the Plan. Those shares will be carried on the Planholder's Plan
Statement.
3. Distributions of capital gains must be reinvested in shares of the Fund,
which will be done at net asset value without a sales charge. Dividends may be
paid in cash or reinvested.
4. Redemptions of shares in connection with disbursement payments will be
made at the net asset value per share determined on the redemption date.
5. Checks or ACH payments will be transmitted three business days prior to
the date selected for receipt of the monthly or quarterly payment (the date of
receipt is approximate), according to the choice specified in writing by the
Planholder.
6. The amount and the interval of disbursement payments and the address to
which checks are to be mailed may be changed at any time by the Planholder on
written notification to the Transfer Agent. The Planholder should allow at least
two weeks' time in mailing such notification before the requested change can be
put into effect.
7. The Planholder may, at any time, instruct the Transfer Agent by written
notice (in proper form in accordance with the requirements of the then-current
Prospectus of the Fund) to
B-1
<PAGE>
redeem all, or any part of, the shares held under the Plan. In such case, the
Transfer Agent will redeem the number of shares requested at the net asset value
per share in effect in accordance with the Fund's usual redemption procedures
and will mail a check for the proceeds of such redemption to the Planholder.
8. The Plan may, at any time, be terminated by the Planholder on written
notice to the Transfer Agent, or by the Transfer Agent upon receiving directions
to that effect from the Fund. the Transfer Agent will also terminate the Plan
upon receipt of evidence satisfactory to it of the death or legal incapacity of
the Planholder. Upon termination of the Plan by the Transfer Agent or the Fund,
shares remaining unredeemed will be held in an uncertificated account in the
name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder, his executor or guardian, or as
otherwise appropriate.
9. For purposes of using shares held under the Plan as collateral, the
Planholder may request issuance of a portion of his shares in certificated form.
Upon written request from the Planholder, the Transfer Agent will determine the
number of shares as to which a certificate may be issued, so as not to cause the
withdrawal checks to stop because of exhaustion of uncertificated shares needed
to continue payments. Should such uncertificated shares become exhausted, Plan
withdrawals will terminate.
10. The Transfer Agent shall incur no liability to the Planholder for any
action taken or omitted by the Transfer Agent in good faith.
11. In the event that the Transfer Agent shall cease to act as transfer
agent for the Fund, the Planholder will be deemed to have appointed any
successor transfer agent to act as his agent in administering the Plan.
B-2
<PAGE>
APPENDIX C
Industry Classifications
Corporate Industry Classifications
Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
<PAGE>
Food
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking
C-1
<PAGE>
Investment Advisor and Distributor
Centennial Asset Management Corporation
6803 South Tucson Way
Englewood, Colorado 80112
Transfer and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
1-800 525-9310
Custodian
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202
PX0140.001.0597
<PAGE>
DEAR SHAREHOLDER:
The job of a money market portfolio is to provide liquidity, safety of
principal and a yield that keeps pace with inflation. During the fiscal year
ended June 30, 1997, your Centennial Money Market Trust achieved those
objectives.
For the fiscal year ended June 30, 1997, Centennial Money Market Trust had a
compounded annual yield of 4.99%. Without compounding, the corresponding yield
was 4.87%. The seven-day annualized yields, with and without compounding, for
the year ended June 30, 1997 were 5.17% and 5.04%, respectively.(1) It's
important to remember that an investment in the Trust is neither insured nor
guaranteed by the U.S. government, and there is no assurance that the Trust
will maintain a stable $1.00 share price in the future.
Our strategy is to invest in the securities that present minimal credit risk.
Through our independent credit analysis, we are able to add value, in the way
of additional yield, by identifying and investing in securities that are
improving credits. We may invest in securities that receive the second highest
rating issued by one credit rating agency, but that security must also have
been assigned the highest rating by at least two other ratings agencies. We
invest in such a "split-rated" security only if it is, in our opinion, an
improving credit and likely to be upgraded.
The U.S. economy is in the midst of one of its best periods in decades, with
growth in 1997 reaching an annual rate of 4%, up from about 2% in 1995.
Unemployment has fallen to its lowest level since the early 1970s. Meanwhile,
inflation is dormant, despite the strengthening economy.
As a result, interest rates have remained under control. Although 30-year
Treasury rates have risen above 7% several times during the past twelve months,
yields on short-term securities, such as U.S. Treasury bills and money market
securities, have hovered closer to 5%.
In comparison, the annual inflation rate is generally agreed to be about
2.5%.(2) That means that the difference between money market yields and
inflation is roughly 3 percentage points, twice the normal "spread."
Considering their low level of risk and their traditional role as an
alternative to cash, today's money market fund yields are quite attractive.
On March 25, 1997, the Federal Reserve Board raised short-term interest rates
by 0.25%. Many market observers predicted the Fed's attempt to slow down the
economy, since the Gross Domestic Product during the first quarter of 1997 was
growing at a 5.8% annual rate. Although the March action came as no surprise,
the next question was whether the Fed was going to raise interest rates
further. However, the
Fed often behaves unexpectedly. Many investors expected the Fed to raise
interest rates another 0.25% at its May 20, 1997 meeting. Instead, the Fed
left interest rates unchanged, satisfied that the economy was slowing down.
Rather than try to make such predictions, our strategy is to "ladder" the
portfolio with some securities maturing in a few days, some maturing in a
month, some maturing in two months and so on. With a relatively broad maturity
spectrum, the portfolio is less affected by Fed moves up or down. At the same
time, the portfolio is able to enjoy higher income typically available on
longer-term money market securities.
Thank you for your confidence in Centennial Money Market Trust. We look forward
to helping you reach your investment goals in the future.
Sincerely,
/s/ JAMES C. SWAIN
James C. Swain
Chairman
Centennial Money Market Trust
/s/ BRIDGET A. MACASKILL
Bridget A. Macaskill
President
Centennial Money Market Trust
July 22, 1997
1. Compounded yields assume reinvestment of dividends. Past performance does
not guarantee future results.
2. Data: Labor Dept.
STATEMENT OF INVESTMENTS June 30, 1997
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
BANKERS' ACCEPTANCES-0.3%
BankBoston, N.A., 5.28%, 8/18/97 . . . . . . . . . . . . . . . . . . . . $ 18,000,000 $ 17,873,280
Barnett Banks, Inc., 5.59%, 11/25/97 . . . . . . . . . . . . . . . . . . 10,000,000 9,771,742
--------------
Total Bankers' Acceptances . . . . . . . . . . . . . . . . . . . . . . . 27,645,022
--------------
CERTIFICATES OF DEPOSIT-3.1%
DOMESTIC CERTIFICATES OF DEPOSIT-0.7%
LaSalle National Bank:
5.46%, 7/1/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 20,000,000
5.52%, 7/9/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 17,000,000
5.67%, 10/17/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 25,000,000
--------------
62,000,000
--------------
YANKEE CERTIFICATES OF DEPOSIT-2.4%
ABN Amro Bank, N.V., 5.49%, 7/11/97 . . . . . . . . . . . . . . . . . . . 35,000,000 35,000,191
Deutsche Bank AG, 5.55%, 7/3/97 . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,999,952
Societe Generale:
5.45%, 7/14/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 25,000,398
5.68%, 8/21/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,000,000 18,000,206
5.68%, 8/21/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,999,850
5.72%, 10/21/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,969,410
5.75%, 12/23/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
5.75%, 12/23/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 10,000,000
5.75%, 8/18/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
5.75%, 8/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
5.92%, 9/17/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 20,012,065
--------------
212,982,072
--------------
Total Certificates of Deposit . . . . . . . . . . . . . . . . . . . . . 274,982,072
--------------
DIRECT BANK OBLIGATIONS-5.8%
Abbey National North America Corp.:
5.275%, 8/21/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,850,542
5.39%, 7/11/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,000,000 71,892,339
ABN Amro North America Finance, Inc.:
5.28%, 7/23/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 49,835,611
5.37%, 7/11/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,947,792
Bank One Dayton N.A., 5.70%, 11/3/97(1) . . . . . . . . . . . . . . . . . 15,000,000 14,997,187
BankBoston, N.A.:
5.05%, 1/20/98 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
5.53%, 7/11/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
5.69%, 8/27/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 30,000,000
5.69%, 8/29/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000,000 40,000,000
5.69%, 9/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
</TABLE>
3
STATEMENT OF INVESTMENTS June 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
DIRECT BANK OBLIGATIONS (CONTINUED)
Bankers Trust Co., New York:
5.37%, 12/10/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,000,000 $ 16,998,186
5.60%, 11/26/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,993,026
5.66%, 6/9/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 16,992,249
5.70%, 10/17/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,999,126
5.70%, 4/3/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,996,809
5.71%, 4/15/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 5,000,000
CoreStates Capital Corp., 5.608%, 12/18/97(1) . . . . . . . . . . . . . . . . . . . . . . 13,000,000 12,996,562
FCC National Bank:
5.60%, 5/8/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,993,336
5.63%, 8/21/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,999,595
Huntington National Bank, 5.53%, 7/9/97 . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
National Westminster Bank of Canada:
5.38%, 7/2/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,000,000 6,998,954
5.38%, 7/7/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,986,550
Societe Generale North America, Inc.:
5.39%, 7/14/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,961,072
5.61%, 9/2/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,852,737
Westdeutsche Landesbank Girozentrale, 5.58%, 12/22/97 . . . . . . . . . . . . . . . . . . 13,500,000 13,135,905
--------------
Total Direct Bank Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 528,427,578
--------------
LETTERS OF CREDIT-3.5%
Bank of America, guaranteeing commercial paper of Formosa Plastics Corp.
USA-Series B, 5.57%, 10/27/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,543,569
Bank One, Cleveland, guaranteeing commercial paper of Capital One Funding Corp.:
Series 1995F, 5.63%, 7/13/97(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . 10,496,000 10,496,000
Series 1995F, 5.63%, 7/13/97(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . 8,750,000 8,750,000
Barclays Bank PLC, guaranteeing commercial paper of:
Banco Bradesco SA-Grand Cayman Branch-Series A, 5.58%, 10/21/97 . . . . . . . . . . . 20,000,000 19,652,800
Banco Bradesco SA-Grand Cayman Branch-Series A, 5.62%, 9/4/97 . . . . . . . . . . . . 20,000,000 19,797,056
Banco Bradesco SA-Grand Cayman Branch-Series A, 5.65%, 12/1/97 . . . . . . . . . . . . 5,000,000 4,879,937
Banco Bradesco SA-Grand Cayman Branch-Series B, 5.59%, 12/2/97 . . . . . . . . . . . . 22,000,000 21,473,919
Banco Bradesco SA-Grand Cayman Branch-Series B, 5.62%, 12/3/97 . . . . . . . . . . . . 5,000,000 4,879,014
Banco Nacionale de Mexico SA-Series B, 5.64%, 7/8/97 . . . . . . . . . . . . . . . . . 15,000,000 14,983,550
Bayerische Vereinsbank AG, guaranteeing commercial paper of
Galicia Funding Corp.-Series B, 5.62%, 9/5/97(3) . . . . . . . . . . . . . . . . . . . 10,000,000 9,896,967
</TABLE>
4
STATEMENT OF INVESTMENTS June 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
LETTERS OF CREDIT (CONTINUED)
Credit Suisse, guaranteeing commercial paper of:
CEMEX, S.A. de C.V.-Series A, 5.31%, 8/18/97 . . . . . . . . . . . . . . . . . . . . . $ 15,000,000 $ 14,893,800
COSCO (Cayman) Co., Ltd., 5.59%, 10/24/97 . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,821,431
COSCO (Cayman) Co., Ltd., 5.62%, 8/19/97 . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,885,258
Daewoo International Corp., 5.45%, 7/15/97 . . . . . . . . . . . . . . . . . . . . . . 9,000,000 8,980,925
Daewoo International Corp., 5.60%, 9/9/97 . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,891,111
Guangdon Enterprises Ltd., 5.67%, 8/19/97 . . . . . . . . . . . . . . . . . . . . . . 6,000,000 5,953,613
Minmetals Capitals & Securities, Inc., 5.61%, 8/12/97 . . . . . . . . . . . . . . . . 10,000,000 9,934,550
Pemex Capital, Inc.-Series B, 5.62%, 11/3/97 . . . . . . . . . . . . . . . . . . . . . 5,000,000 4,902,431
Societe Generale, guaranteeing commercial paper of:
Banco Nacionale de Comercio Exterior, SNC-Series A, 5.61%, 11/25/97 . . . . . . . . . 30,000,000 29,312,775
Banco Nacionale de Comercio Exterior, SNC-Series A, 5.61%, 12/1/97 . . . . . . . . . . 22,500,000 21,963,544
Banco Nacionale de Comercio Exterior, SNC-Series B, 5.61%, 12/1/97 . . . . . . . . . . 10,000,000 9,761,575
Girsa Funding Corp., 5.57%, 7/2/97(3) . . . . . . . . . . . . . . . . . . . . . . . . 8,200,000 8,198,731
Nacional Financiera SNC-Series A, 5.60%, 8/20/97 . . . . . . . . . . . . . . . . . . . 10,000,000 9,922,222
Nacional Financiera SNC-Series A, 5.75%, 8/18/97 . . . . . . . . . . . . . . . . . . . 20,000,000 19,846,667
--------------
Total Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317,621,445
--------------
SHORT-TERM Notes-81.4%
AUTOMOTIVE-0.9%
BMW US Capital Corp.:
5.60%, 8/20/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,844,444
5.60%, 8/25/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,740,000 65,177,558
--------------
85,022,002
--------------
BANK HOLDING COMPANIES-1.0%
Bankers Trust New York Corp., 5.39%, 7/9/97 . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,982,033
Barnett Banks, Inc., 5.70%, 7/7/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,966,750
CoreStates Capital Corp., 5.61%, 7/14/97(1) . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
Morgan (J.P.) & Co., Inc., 5.38%, 7/9/97 . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,976,089
NationsBank Corp., 5.37%, 7/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,000,000 8,990,602
--------------
93,915,474
--------------
BANKS-2.1%
BankBoston, N.A.:
5.42%, 8/19/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 25,000,000
5.69%, 9/4/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 30,000,000
Bankers Trust Co., New York:
5.39%, 7/7/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 49,955,083
5.69%, 4/23/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,996,837
</TABLE>
5
STATEMENT OF INVESTMENTS June 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
BANKS (CONTINUED)
FCC National Bank:
5.62%, 2/20/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,000,000 $ 14,995,294
5.69%, 9/11/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 25,000,000
5.87%, 11/10/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,000,000 32,008,127
--------------
186,955,341
--------------
BEVERAGES-1.2%
Coca-Cola Enterprises, Inc.:
5.65%, 7/21/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,921,528
5.66%, 7/24/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,927,678
5.67%, 8/5/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,862,187
5.68%, 7/14/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,979,489
5.70%, 8/21/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,798,125
-------------
104,489,007
-------------
BROKER/DEALERS-16.3%
Bear Stearns Cos., Inc.:
5.44%, 5/22/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,000,000 18,000,000
5.47%, 8/1/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 20,000,000
5.60%, 8/20/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,805,556
5.60%, 8/4/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,841,333
5.61%, 8/27/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,689,112
5.61%, 8/28/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,728,850
5.61%, 9/22/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,000,000 17,767,185
5.62%, 9/11/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,719,000
5.62%, 9/2/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,852,475
5.62%, 9/4/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,746,319
5.63%, 7/14/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,000,000 33,930,876
5.64%, 10/6/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,468,117
5.66%, 7/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,891,000 49,836,197
5.668%, 4/3/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
5.677%, 2/9/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,018,858
5.75%, 4/1/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 10,000,000
CS First Boston, Inc.:
5.36%, 7/11/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,000,000 17,973,200
5.42%, 5/12/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 20,000,000
5.43%, 6/2/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 20,000,000
5.43%, 7/8/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,973,604
5.60%, 8/28/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,774,444
5.617%, 3/13/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 17,000,000
</TABLE>
6
STATEMENT OF INVESTMENTS June 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
BROKER/DEALERS (CONTINUED)
Dean Witter, Discover & Co., 5.888%, 9/29/97(1) . . . . . . . . . . . . . . . . . . . . . $ 20,000,000 $ 20,010,940
Goldman Sachs Group, L.P.:
5.60%, 9/12/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,602,556
5.61%, 9/10/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,612,754
5.62%, 10/6/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,470,003
5.62%, 9/4/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,644,847
5.62%, 9/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,730,708
5.78%, 9/22/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 30,000,000
Goldman Sachs Group, L.P., Promissory Nts.:
5.844%, 10/10/97(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
5.87%, 11/10/97(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 20,000,000
5.88%, 12/12/97(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 35,000,000
5.89%, 9/4/97(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 20,000,000
Lehman Brothers Holdings, Inc.:
5.62%, 11/21/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,000,000 27,374,931
5.63%, 8/22/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,918,678
5.64%, 7/2/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,994,517
5.64%, 9/10/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,777,533
5.65%, 7/10/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,964,687
5.65%, 7/7/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,976,458
5.677%, 2/3/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
5.771%, 6/18/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 35,106,786
Merrill Lynch & Co., Inc.:
5.28%, 7/3/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,995,600
5.36%, 7/2/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,996,239
5.39%, 7/18/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,961,821
5.40%, 7/11/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,970,000
5.40%, 7/9/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,988,000
5.58%, 10/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,671,400
5.58%, 12/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,000,000 20,456,415
5.59%, 12/1/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,524,850
5.60%, 8/25/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,871,667
5.60%, 8/29/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,862,333
5.62%, 8/28/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,818,911
5.62%, 9/3/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,800,178
5.63%, 7/14/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,000,000 26,945,107
5.648%, 1/8/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,997,449
5.65%, 7/10/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,971,750
5.68%, 10/24/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,998,425
5.68%, 3/18/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,997,912
</TABLE>
7
STATEMENT OF INVESTMENTS June 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
BROKER/DEALERS (CONTINUED)
Merrill Lynch & Co., Inc. (Continued)
5.68%, 7/16/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,000,000 $ 24,940,833
5.685%, 5/26/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 16,997,720
5.70%, 8/12/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,000,000 12,913,550
5.70%, 9/19/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 20,000,000
5.75%, 12/19/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,999,661
Morgan Stanley, Dean Witter, Discover & Co., 5.50%, 3/24/98 . . . . . . . . . . . . . . . 23,744,000 23,744,000
--------------
1,476,734,345
--------------
CHEMICALS-1.1%
Henkel Corp.:
5.58%, 10/17/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,000,000 12,782,380
5.58%, 10/23/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,558,250
5.58%, 10/24/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,554,375
5.61%, 9/11/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,887,800
5.70%, 10/20/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,000,000 28,490,325
--------------
100,273,130
--------------
COMMERCIAL FINANCE-14.2%
CIT Group Holdings, Inc.:
5.58%, 11/20/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,000,000 69,980,400
5.60%, 12/23/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,990,703
5.60%, 5/22/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,978,936
5.60%, 8/26/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,000,000 64,433,778
5.625%, 9/17/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,996,126
5.63%, 7/17/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,949,956
5.764%, 3/11/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,000,000 11,000,000
Countrywide Home Loans:
5.57%, 7/1/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 50,000,000
5.59%, 9/18/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,754,661
5.60%, 8/13/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000,000 39,732,444
5.60%, 8/25/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,095,000 68,503,854
5.61%, 8/27/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,822,350
5.62%, 8/14/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,896,967
5.62%, 8/28/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000,000 39,637,822
5.63%, 8/29/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000,000 39,630,922
5.63%, 9/4/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 49,491,736
FINOVA Capital Corp.:
5.30%, 7/14/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,961,217
5.40%, 7/21/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,922,667
5.43%, 7/10/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 4,993,212
</TABLE>
8
STATEMENT OF INVESTMENTS June 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
COMMERCIAL FINANCE (CONTINUED)
5.47%, 7/11/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,000,000 $ 9,984,806
5.47%, 7/16/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 4,988,604
5.61%, 10/16/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,749,888
5.61%, 10/22/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,559,771
5.61%, 10/30/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,000,000 53,962,929
5.61%, 10/31/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,809,883
5.61%, 11/21/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,000,000 11,732,590
5.61%, 11/7/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 4,899,488
5.63%, 11/25/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,655,163
5.63%, 8/21/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,840,483
5.63%, 9/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 4,940,572
5.64%, 11/14/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,573,867
5.64%, 9/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,783,800
5.65%, 9/12/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,770,861
5.65%, 9/4/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,744,965
5.69%, 12/3/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,000,000 28,289,540
5.72%, 8/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,821,250
Heller Financial, Inc.:
5.71%, 10/1/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,998,488
5.71%, 10/10/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,998,340
5.72%, 8/27/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,728,300
5.73%, 9/9/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,665,750
5.74%, 11/13/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,461,875
5.75%, 12/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,733,264
5.75%, 7/16/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,964,063
5.75%, 9/4/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,636,632
5.75%, 9/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,779,583
5.80%, 10/9/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000,000 44,275,000
5.80%, 12/22/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,018,833
5.831%, 12/18/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 35,000,000
--------------
1,289,046,339
--------------
COMPUTER SOFTWARE-0.8%
First Data Corp.:
5.58%, 12/16/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,088,600
5.60%, 9/9/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,000,000 23,738,667
5.605%, 1/27/98 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 16,444,171
--------------
74,271,438
--------------
</TABLE>
9
STATEMENT OF INVESTMENTS June 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
CONGLOMERATES-1.0%
Mitsubishi International Corp.:
5.55%, 7/3/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 68,850,000 $ 68,828,771
5.60%, 9/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 4,940,889
5.61%, 8/20/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,844,167
--------------
93,613,827
--------------
CONSUMER FINANCE-1.2%
Island Finance Puerto Rico, Inc.:
5.60%, 9/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,881,778
5.61%, 8/29/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 16,843,699
5.61%, 9/2/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,803,650
5.61%, 9/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 4,946,238
5.62%, 8/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,894,625
Sears Roebuck Acceptance Corp.:
5.60%, 8/25/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,700,556
6.20%, 7/1/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,000,000 9,000,000
--------------
110,070,546
--------------
DIVERSIFIED FINANCIAL-10.4%
Associates Corp. of North America, 5.65%, 7/14/97 . . . . . . . . . . . . . . . . . . . . 35,000,000 34,928,590
Ford Motor Credit Corp.:
5.57%, 10/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000,000 73,769,958
5.57%, 10/30/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 49,063,931
5.57%, 11/20/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,500,000 41,566,251
5.58%, 12/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,256,000
General Electric Capital Corp.:
5.37%, 7/10/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000,000 39,946,300
5.40%, 7/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,989,500
5.57%, 11/20/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,340,883
5.57%, 11/28/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,419,792
5.58%, 11/3/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,515,625
5.59%, 9/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,704,972
5.60%, 9/10/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,613,444
5.75%, 7/2/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 49,992,014
General Electric Capital Services:
5.36%, 7/16/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,000,000 17,959,800
5.57%, 11/24/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 48,870,528
General Motors Acceptance Corp.:
5.31%, 8/6/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,000,000 63,659,750
5.41%, 7/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 16,964,234
5.45%, 7/14/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,000,000 17,964,575
5.60%, 7/29/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,847,556
5.61%, 12/22/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,000,000 22,376,355
</TABLE>
10
STATEMENT OF INVESTMENTS JUNE 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
DIVERSIFIED FINANCIAL (CONTINUED)
5.63%, 12/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,340,000 $ 6,181,359
5.70%, 12/9/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 48,725,417
5.73%, 11/18/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,000,000 26,398,350
5.73%, 11/24/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 16,604,948
5.75%, 4/21/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,987,616
6.25%, 7/1/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,000,000 46,000,000
Household Finance Corp., 5.59%, 9/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 49,409,944
Prudential Funding Corp., 5.685%, 5/5/98(1) . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,992,873
--------------
947,050,565
--------------
DRUG WHOLESALERS-0.4%
Glaxo Wellcome PLC, 5.60%, 9/11/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,000,000 37,574,400
--------------
ELECTRONICS-0.8%
Avnet, Inc., 5.66%, 8/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,940,256
Mitsubishi Electric Finance America, Inc.:
5.63%, 8/20/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,804,514
5.63%, 9/3/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 4,949,956
5.66%, 8/6/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,915,000
5.67%, 7/23/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 4,982,675
5.68%, 8/13/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,000,000 8,938,940
--------------
68,531,341
--------------
HEALTHCARE/SUPPLIES & SERVICES-1.6%
AC Acquisition Holding Co.:
5.61%, 8/15/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,824,688
5.61%, 8/22/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,000,000 17,854,140
American Home Products Corp.:
5.62%, 9/10/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,667,483
5.62%, 9/8/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000,000 44,515,275
5.63%, 9/4/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,745,868
--------------
141,607,454
--------------
INDUSTRIAL SERVICES-1.1%
Atlas Copco AB, 5.625%, 8/25/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 4,957,031
PHH Corp.:
5.658%, 1/27/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 49,991,076
5.658%, 1/27/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,000,000 26,996,927
5.698%, 1/15/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 16,999,102
--------------
98,944,136
--------------
</TABLE>
11
STATEMENT OF INVESTMENTS JUNE 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
INSURANCE-6.7%
Allstate Life Insurance Co., 5.691%, 7/1/97(1) . . . . . . . . . . . . . . . . . . . . . $ 40,000,000 $ 40,000,000
General American Life Insurance Co., 5.89%, 7/1/97(1) . . . . . . . . . . . . . . . . . . 50,000,000 50,000,000
Jackson National Life Insurance Co.:
5.71%, 3/1/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000,000 40,000,000
5.711%, 8/1/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 30,000,000
Pacific Mutual Life Insurance Co., 5.756%, 7/21/97(1)(2) . . . . . . . . . . . . . . . . 60,000,000 60,000,000
Protective Life Insurance Co.:
5.751%, 11/25/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 25,000,000
5.751%, 4/1/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
5.841%, 7/21/97(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 10,000,000
Prudential Life Insurance Co., 5.773%, 1/31/00(1) . . . . . . . . . . . . . . . . . . . . 140,000,000 140,000,000
Transamerica Life Insurance & Annuity Co.:
5.687%, 5/15/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000,000 40,000,000
5.691%, 10/15/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 50,000,000
5.691%, 9/30/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 30,000,000
5.735%, 3/22/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,000,000 43,000,000
Transamerica Occidental Corp., 5.691%, 9/29/97(1) . . . . . . . . . . . . . . . . . . . . 30,000,000 30,000,000
--------------
603,000,000
--------------
LEASING & FACTORING-1.9%
American Honda Finance Corp.:
5.62%, 7/31/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,000,000 54,742,417
5.65%, 7/28/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,915,250
5.65%, 8/4/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,866,597
5.812%, 6/16/98(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 15,000,000
International Lease Finance Corp.:
5.27%, 7/17/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 16,960,182
5.27%, 7/21/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,926,806
The Hertz Corp., 5.60%, 9/2/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 16,833,400
--------------
173,244,652
--------------
METALS/MINING-0.3%
RTZ America, Inc.:
5.57%, 12/22/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,000,000 13,623,097
5.58%, 12/19/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 16,549,415
--------------
30,172,512
--------------
</TABLE>
12
STATEMENT OF INVESTMENTS JUNE 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
NONDURABLE HOUSEHOLD GOODS-0.9%
Avon Capital Corp.:
5.63%, 9/11/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,000,000 $ 7,909,920
5.63%, 9/29/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,000,000 8,873,325
5.63%, 9/8/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,500,000 8,408,278
5.64%, 8/28/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,909,133
Newell Co.:
5.60%, 10/17/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,664,000
5.60%, 9/19/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,688,889
--------------
79,453,545
--------------
OIL-INTEGRATED-0.4%
Repsol International Finance BV:
5.39%, 7/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,000,000 10,976,943
5.60%, 12/9/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,000,000 23,398,933
--------------
34,375,876
--------------
SAVINGS & LOANS-1.9%
First Bank FSB, 5.658%, 8/29/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,999,606
Great Western Bank FSB:
5.60%, 8/21/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,801,667
5.61%, 9/12/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,772,483
5.61%, 9/17/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,817,675
5.61%, 9/19/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,688,333
5.62%, 9/11/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000,000 39,550,700
Household Bank FSB., 5.71%, 9/19/97(1) . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 25,000,000
--------------
173,630,464
--------------
SPECIAL PURPOSE FINANCIAL-15.2%
Asset Backed Capital Finance, Inc.:
5.60%, 11/17/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 4,891,889
5.60%, 12/26/97(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000,000 39,987,424
5.65%, 9/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,510,000 11,385,356
5.66%, 3/16/98(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,995,248
5.66%, 8/1/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,000,000 47,766,053
5.68%, 7/22/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,900,600
5.687%, 12/15/97(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,994,313
5.70%, 8/22/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,794,167
</TABLE>
13
STATEMENT OF INVESTMENTS JUNE 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
SPECIAL PURPOSE FINANCIAL (CONTINUED)
Asset Backed Securities Investment Trust-Series 1997A, 5.738% 2/16/98(1)(2) . . . . . . . $ 20,000,000 $ 19,998,751
Asset Securitization Cooperative Corp.:
5.59%, 12/3/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000,000 9,759,319
5.60%, 9/18/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,000,000 20,741,933
5.62%, 9/5/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000,000 49,484,833
5.62%, 9/8/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,676,850
5.63%, 8/1/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,927,279
Beta Finance, Inc.:
5.61%, 9/5/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,000,000 18,804,585
5.62%, 9/26/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,500,000 14,303,066
5.62%, 9/8/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,000,000 45,504,848
5.65%, 7/11/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,000,000 22,963,903
Corporate Asset Funding Co., Inc.:
5.60%, 12/12/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,000,000 6,821,422
5.60%, 8/25/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,700,556
CXC, Inc.:
5.58%, 9/26/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,595,450
5.59%, 9/8/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000,000 34,625,004
5.61%, 9/10/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,668,075
5.62%, 7/3/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000,000 39,987,511
5.62%, 8/15/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,000,000 17,873,550
5.62%, 9/3/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,750,222
5.63%, 7/7/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,966,000 10,955,710
5.63%, 7/9/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 29,962,467
5.67%, 8/14/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,000,000 31,779,768
Enterprise Funding Corp.:
5.61%, 8/11/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,904,163
5.62%, 7/14/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,364,000 11,340,937
5.65%, 7/16/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000,000 16,959,979
5.67%, 8/15/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,482,000 21,329,746
5.67%, 8/18/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,886,600
Falcon Asset Securitization Corp., 5.60%, 7/28/97(3) . . . . . . . . . . . . . . . . . . 50,000,000 49,790,000
New Center Asset Trust, 5.27%, 7/28/97 . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000 24,901,188
Preferred Receivables Funding Corp.:
5.58%, 10/16/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,751,225
5.60%, 11/18/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,000,000 13,695,111
5.60%, 9/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,800,000 36,405,013
5.65%, 12/8/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,497,778
</TABLE>
14
STATEMENT OF INVESTMENTS JUNE 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
SPECIAL PURPOSE FINANCIAL (CONTINUED)
Providian Mastertrust 1993-3:
5.61%, 9/10/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,500,000 $ 24,228,928
5.62%, 9/11/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,000,000 10,876,360
Racers Series 1996-MM-12-3, 5.687%, 12/15/97(1)(2) . . . . . . . . . . . . . . . . . . . 25,000,000 25,000,000
Racers Series 1997-MM-1-1, 5.687%, 1/15/98(1)(2) . . . . . . . . . . . . . . . . . . . . 38,000,000 37,991,827
Sigma Finance, Inc.:
5.40%, 7/21/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,955,000
5.59%, 7/28/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,937,113
5.60%, 10/15/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,500,000 13,277,400
5.60%, 11/17/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000,000 5,870,267
5.61%, 8/29/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000 14,862,088
5.62%, 9/10/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,600,000 15,427,091
5.63%, 9/5/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,793,567
5.64%, 8/28/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000,000 39,636,533
5.64%, 9/3/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,000,000 8,909,760
5.65%, 12/15/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,000,000 12,659,274
5.68%, 7/25/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,000,000 17,931,840
5.69%, 11/26/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,532,156
5.70%, 8/19/97(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,844,833
SMM Trust 1996-B, 5.738%, 8/4/97(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 20,000,000
SMM Trust 1997-I, 5.687%, 5/29/98(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 30,000,000
Tiers Series DCMT 1996-A, 5.717%, 10/15/97(1)(2) . . . . . . . . . . . . . . . . . . . . 25,000,000 25,000,000
--------------
1,374,795,929
--------------
Total Short-Term Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,376,772,323
--------------
U.S. GOVERNMENT AGENCIES-0.9%
Federal Home Loan Bank, 5.67%, 8/1/97(1) . . . . . . . . . . . . . . . . . . . . . . . . 60,000,000 59,995,504
Student Loan Marketing Assn., 5.82%, 1/23/98 . . . . . . . . . . . . . . . . . . . . . . 20,000,000 19,998,307
--------------
Total U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,993,811
--------------
</TABLE>
15
STATEMENT OF INVESTMENTS JUNE 30, 1997 (Continued)
Centennial Money Market Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
FOREIGN GOVERNMENT OBLIGATIONS-1.9%
Bayerische Landesbank Girozentrale, 5.80%, 7/29/97(1) . . . . . . . . . . . . . . . . . . $ 30,000,000 $ 30,000,000
Swedish Export Credit Corp., 5.36%, 7/9/97 . . . . . . . . . . . . . . . . . . . . . . . 45,000,000 44,946,400
Westdeutsche Landesbank Girozentrale, 5.60%, 9/11/97 . . . . . . . . . . . . . . . . . . 50,000,000 49,440,000
Westdeutsche Landesbank Girozentrale, 5.61%, 8/29/97 . . . . . . . . . . . . . . . . . . 25,000,000 24,770,146
Westdeutsche Landesbank Girozentrale, guaranteeing commercial paper of:
Unibanco-Uniao de Brancos Brasileiros S.A.-Grand Cayman-Series A, 5.61%, 9/8/97 . . . 25,000,000 24,731,187
--------------
Total Foreign Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . 173,887,733
--------------
Total Investments, at Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96.9% 8,779,329,984
------ --------------
Other Assets Net of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1 283,636,897
------ --------------
Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% $9,062,966,881
====== ==============
</TABLE>
Short-term notes, bankers' acceptances, direct bank obligations and letters of
credit are generally traded on a discount basis; the interest rate is the
discount rate received by the Trust at the time of purchase. Other securities
normally bear interest at the rates shown.
1. Floating or variable rate obligation. The interest rate, which is based
on specific, or an index of, market interest rates, is subject to change
periodically and is the effective rate on June 30, 1997. This instrument
may also have a demand feature which allows the recovery of principal at
any time, or at specified intervals not exceeding one year, on up to 30
days' notice. Maturity date shown represents effective maturity based on
variable rate and, if applicable, demand feature.
2. Restricted securities which are considered illiquid, by virtue of the
absence of a readily available market or because of legal or contractual
restrictions on resale, amount to $427,213,563, or 4.71% of the Trust's
net assets. The Trust may not invest more than 10% of its net assets
(determined at the time of purchase) in illiquid securities.
3. Restricted securities, including those issued in exempt transactions
without registration under the Securities Act of 1933 (the Act),
amounting to $1,476,842,989, or 16.30% of the Trust's net assets, have
been determined to be liquid pursuant to guidelines adopted by the Board
of Trustees.
See accompanying Notes to Financial Statements.
16
STATEMENT OF ASSETS AND LIABILITIES June 30, 1997
Centennial Money Market Trust
<TABLE>
<S> <C>
ASSETS:
Investments, at value-see accompanying statement . . . . . . . . . . . . . . . . . . . . . . . . . . $8,779,329,984
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 794,723
Receivables:
Shares of beneficial interest sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 373,361,415
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,187,765
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,687
--------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,177,754,574
--------------
LIABILITIES:
Payables and other liabilities:
Shares of beneficial interest redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,776,201
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,441,882
Service plan fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 530,348
Trustees' fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,008
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,035,254
--------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,787,693
--------------
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,062,966,881
==============
COMPOSITION OF NET ASSETS:
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,062,904,841
Accumulated net realized gain on investment transactions . . . . . . . . . . . . . . . . . . . . . . 62,040
--------------
NET ASSETS-applicable to 9,062,904,841 shares of beneficial
interest outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,062,966,881
==============
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE . . . . . . . . . . . . . . . . . . . $1.00
</TABLE>
See accompanying Notes to Financial Statements.
17
STATEMENT OF OPERATIONS For the Year Ended June 30, 1997
Centennial Money Market Trust
<TABLE>
<S> <C>
INVESTMENT INCOME-interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $443,824,705
------------
EXPENSES:
Management fees-Note 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,755,568
Service plan fees-Note 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,003,021
Transfer and shareholder servicing agent fees-Note 3 . . . . . . . . . . . . . . . . . . 5,938,571
Registration and filing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,077,649
Custodian fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 812,579
Shareholder reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 774,249
Legal and auditing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,976
Tustees' fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,237
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,846
------------
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,546,696
------------
Less assumption of expenses by Centennial Asset Management Corp. . . . . . . . . . . . (4,890,123)
------------
Net Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,656,573
------------
NET INVESTMENT INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 390,168,132
NET REALIZED GAIN ON INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,890
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS . . . . . . . . . . . . . . . . . . $390,181,022
============
</TABLE>
================================================================================
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended June 30,
--------------------------------------
1997 1996
-------------- --------------
<S> <C> <C>
OPERATIONS:
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . $ 390,168,132 $ 303,412,547
Net realized gain . . . . . . . . . . . . . . . . . . . . . . . . . . 12,890 265,465
-------------- --------------
Net increase in net assets resulting from operations . . . . . . . . 390,181,022 303,678,012
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS . . . . . . . . . . . . . (390,443,351) (303,849,237)
BENEFICIAL INTEREST TRANSACTIONS:
Net increase in net assets resulting from beneficial interest
transactions-Note 2 . . . . . . . . . . . . . . . . . . . . . . . 2,310,345,177 1,940,862,519
-------------- --------------
NET ASSETS:
Total increase . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,310,082,848 1,940,691,294
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . 6,752,884,033 4,812,192,739
-------------- -------------
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,062,966,881 $6,752,884,033
============== ==============
</TABLE>
See accompanying Notes to Financial Statements.
18
\FINANCIAL HIGHLIGHTS
Centennial Money Market Trust
<TABLE>
<CAPTION>
Year Ended June 30,
--------------------------------------------------------
1997 1996 1995 1994 1993
----- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning
of period . . . . . . . . . . . . . . . . . . . . $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment
operations-net investment
income and net realized gain . . . . . . . . . . . .05 .05 .05 .03 .03
Dividends and distributions to shareholders . . . . . (.05) (.05) (.05) (.03) (.03)
---- ---- ---- ---- ----
Net asset value, end of period . . . . . . . . . . . $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL RETURN, AT
NET ASSET VALUE(1) . . . . . . . . . . . . . . . . 4.97% 5.11% 5.21% 2.82% 2.91%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions) . . . . . . . $9,063 $6,753 $4,812 $2,559 $1,991
Average net assets (in millions) . . . . . . . . . . $8,033 $6,077 $3,342 $2,346 $1,701
Ratios to average net assets:
Net investment income . . . . . . . . . . . . . . . 4.86% 4.99% 5.01% 2.84% 2.82%
Expenses, before voluntary
assumption by the Manager . . . . . . . . . . . . 0.73% 0.74% 0.77% 0.81% 0.83%
Expenses, net of voluntary
assumption by the Manager . . . . . . . . . . . . 0.67% 0.69% 0.73% 0.76% 0.78%
</TABLE>
1. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns
reflect changes in net investment income only.
See accompanying Notes to Financial Statements.
19
NOTES TO FINANCIAL STATEMENTS
Centennial Money Market Trust
1. SIGNIFICANT ACCOUNTING POLICIES
Centennial Money Market Trust (the Trust) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Trust's investment objective is to seek the maximum
current income that is consistent with low capital risk and the maintenance of
liquidity. The Trust seeks to achieve this objective by investing in "money
market" securities meeting specified quality standards. The Trust's investment
adviser is Centennial Asset Management Corporation (the Manager), a subsidiary
of OppenheimerFunds, Inc. (OFI). The following is a summary of significant
accounting policies consistently followed by the Trust.
Investment Valuation-Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
Repurchase Agreements-The Trust requires the custodian to take possession, to
have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is
required to be at least 102% of the resale price at the time of purchase. If
the seller of the agreement defaults and the value of the collateral declines,
or if the seller enters an insolvency proceeding, realization of the value of
the collateral by the Trust may be delayed or limited.
Federal Taxes-The Trust intends to continue to comply with provisions of the
Internal Revenue code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required.
Distributions to Shareholders-The Trust intends to declare dividends from net
investment income each day the New York stock Exchange is open for business and
pay such dividends monthly. To effect its policy of maintaining a net asset
value of $1.00 per share, the Trust may withhold dividends or make
distributions of net realized gains.
Other-Investment transactions are accounted for on the date the investments are
purchased or sold (trade date). Realized gains and losses on investments are
determined on an identified cost basis, which is the same basis used for
federal income tax purposes.
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 income and expense during the reporting period. Actual
results could differ from those estimates.
20
NOTES TO FINANCIAL STATEMENTS (Continued)
Centennial Money Market Trust
2. SHARES OF BENEFICIAL INTEREST
The Trust has authorized an unlimited number of no par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<CAPTION>
Year Ended June 30, 1997 Year Ended June 30, 1996
------------------------------------ -------------------------------------
Shares Amount Shares Amount
--------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
Sold . . . . . . . . . . . . . 27,792,751,077 $ 27,792,751,077 21,158,638,888 $ 21,158,638,888
Dividends and distributions
reinvested . . . . . . . . . 378,092,268 378,092,268 297,883,433 297,883,433
Redeemed . . . . . . . . . . . (25,860,498,168) (25,860,498,168) (19,515,659,802) (19,515,659,802)
--------------- ---------------- --------------- ----------------
Net increase . . . . . . . . 2,310,345,177 $ 2,310,345,177 1,940,862,519 $ 1,940,862,519
=============== ================ =============== ================
</TABLE>
3. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Trust which provides for a fee of 0.50% of the
first $250 million of net assets; 0.475% of the next $250 million of net
assets; 0.45% of the next $250 million of net assets; 0.425% of the next $250
million of net assets; and 0.40% on net assets in excess of $1 billion. The
Manager has agreed to reimburse the Trust if aggregate expenses (with specified
exceptions) exceed the lesser of 1.5% of the first $30 million of average
annual net assets of the trust, plus 1% of average annual net assets in excess
of $30 million; or 25% of the total annual investment income of the Trust.
Independently of the investment advisory agreement, the Manager has voluntarily
agreed to waive a portion of the management fee otherwise payable to it by the
Trust to the extent necessary to: (a) permit the Trust to have a seven-day
yield equal to that of Daily Cash Accumulation Fund, Inc., and (b) to reduce,
on an annual basis, the management fee paid on the average net assets of the
Trust in excess of $1 billion from 0.40% to: 0.40% of average net assets in
excess of $1 billion but less than $1.25 billion; 0.375% of average net assets
in excess of $1.25 billion but less than $1.50 billion; 0.35% of average net
assets in excess of $1.50 billion but less than $2 billion; and 0.325% of
average net assets in excess of $2 billion. This undertaking became effective
as of December 1, 1991, and may be modified or terminated by the Manager at any
time.
21
NOTES TO FINANCIAL STATEMENTS (Continued)
Centennial Money Market Trust
Shareholder Services, Inc. (SSI), a subsidiary of OFI, is the transfer and
shareholder servicing agent for the Trust, and for other registered investment
companies. SSI's total costs of providing such services are allocated ratably
to these companies.
Under an approved service plan, the Trust may expend up to 0.20% of its net
assets annually to reimburse certain securities dealers and other financial
institutions and organizations for costs incurred in distributing Trust shares.
22
INDEPENDENT AUDITORS' REPORT
Centennial Money Market Trust
The Board of Trustees and Shareholders
of Centennial Money Market Trust:
We have audited the accompanying statement of assets and liabilities, including
the statement of investments, of Centennial Money Market Trust as of June 30,
1997, the related statement of operations for the year then ended, the
statements of changes in net assets for the years ended June 30, 1997 and 1996,
and the financial highlights for the period July 1, 1992 to June 30, 1997.
These financial statements and financial highlights are the responsibility of
the Trust's Management. Our responsibility is to express an opinion on these
financial statements and financial highlights 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 and financial
highlights 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 June
30, 1997 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, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Centennial Money
Market Trust at June 30, 1997, the results of its operations, the changes in
its net assets, and the financial highlights for the respective stated periods,
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Denver, Colorado
July 22, 1997
================================================================================
FEDERAL INCOME TAX INFORMATION (Unaudited)
Centennial Money Market Trust
In early 1998, shareholders will receive information regarding all dividends
and distributions paid to them by the Trust during calendar year 1997.
Regulations of the U.S. Treasury Department require the Trust to report this
information to the Internal Revenue Service.
None of the dividends paid by the Trust during the fiscal year ended June 30,
1997 are eligible for the corporate dividend-received deduction.
The foregoing information is presented to assist shareholders in reporting
distributions received from the Trust to the Internal Revenue Service. Because
of the complexity of the federal regulations which may affect your individual
tax return and the many variations in state and local tax regulations, we
recommend that you consult your tax adviser for specific guidance.
23
CENTENNIAL MONEY MARKET TRUST
Officers and Trustees
James C. Swain, Chairman
and Chief Executive Officer
Bridget A. Macaskill, Trustee and President
Robert G. Avis, Trustee
William A. Baker, Trustee
Charles Conrad, Jr., Trustee
Jon S. Fossel, Trustee
Sam Freedman, Trustee
Raymond J. Kalinowski, Trustee
C. Howard Kast, Trustee
Robert M. Kirchner, Trustee
Ned M. Steel, Trustee
George C. Bowen, Vice President, Treasurer
and Assistant Secretary
Andrew J. Donohue, Vice President
and Secretary
Dorothy G. Warmack, Vice President
Carol E. Wolf, Vice President
Arthur J. Zimmer, Vice President
Robert J. Bishop, Assistant Treasurer
Scott T. Farrar, Assistant Treasurer
Robert G. Zack, Assistant Secretary
Investment Adviser and Distributor
Centennial Asset Management Corporation
Transfer and Shareholder Servicing Agent
Shareholder Services, Inc.
Custodian of Portfolio Securities
Citibank, N.A.
Independent Auditors
Deloitte & Touche LLP
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
This is a copy of a report to shareholders of Centennial Money Market
Trust. This report must be preceded or accompanied by a Prospectus of
Centennial Money Market Trust. For material information concerning the
Trust, see the Prospectus.
For shareholder servicing call:
1-800-525-9310 (in U.S.)
303-768-3200 (outside U.S.)
Or write:
Shareholder Services, Inc.
P.O. Box 5143
Denver, CO 80217-5143
RA0150.001.0697 [RECYCLED LOGO] Printed on recycled paper
1997 ANNUAL REPORT
CENTENNIAL
MONEY MARKET
TRUST
JUNE 30, 1997
24
<PAGE>
1
DAILY CASH ACCUMULATION FUND, INC.
Officers and Directors
James C. Swain, Chairman and Chief Executive Officer
Bridget A. Macaskill, Director and President
Robert G. Avis, Director
William A. Baker, Director
Charles Conrad, Jr., Director
Jon S. Fossel, Director
Sam Freedman, Director
Raymond J. Kalinowski, Director
C. Howard Kast, Director
Robert M. Kirchner, Director
Ned M. Steel, Director
George C. Bowen, Vice President, Treasurer and Assistant Secretary
Andrew J. Donohue, Vice President and Secretary
Dorothy G. Warmack, Vice President
Carol E. Wolf, Vice President
Arthur J. Zimmer, Vice President
Robert J. Bishop, Assistant Treasurer
Scott T. Farrar, Assistant Treasurer
Robert G. Zack, Assistant Secretary
Investment Adviser And Distributor
Centennial Asset Management Corporation
Transfer and Shareholder Servicing Agent
Shareholder Services, Inc.
Custodian of Portfolio Securities
Citibank, N.A.
Independent Auditors
Deloitte & Touche LLP
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
This is a copy of a report to shareholders of Daily Cash Accumulation
Fund, Inc. This report must be preceded or accompanied by a
Prospectus of Daily Cash Accumulation Fund, Inc. For material
information concerning the Fund, see the Prospectus.
For shareholder servicing call:
1-800-525-9310 (in U.S.)
303-671-3200 (outside U.S.)
Or write:
Shareholder Services, Inc.
P.O. Box 5143
Denver, CO 80217-5143
RA0140.001.1296 [Recycled Paper Logo] Printed on recycled paper
<PAGE>
2
DEAR SHAREHOLDER:
The second half of 1996 was a period of uncertainty in the fixed income markets,
largely due to investor fears of rapid economic growth and accelerating
inflation. The 30-year Treasury rates rose above 7% in the second quarter and
remained relatively unchanged until the end of the third quarter. That's when
negative investor sentiment that led to the market downturn in June and July
began to subside.
The swing away from inflationary fears seemed complete in October with the
release of economic indicators showing a firm dollar, low inflation and slow
growth. When the Federal Reserve responded to these indicators with another
decision to leave rates alone, it appeared that concerns about rapid growth had
been overblown, and interest rates fell in response. The status quo outcome of
the presential election also aided the decline in rates, and the bond market
experienced one of the most substantial post-election rallies in recent history.
With continued, substainable non-inflationary growth of around 2% to 2.5%, and
long-term rates at their lowest levels since April, the economy seems to have
settled into a comfortable path of neither too little nor too much growth.
This decline in long-term Treasury rates over the past few months has caused the
return on money market instruments to decline marginally, but the positive
inflationary situation has helped to keep yields relatively strong. Money market
fund yields are usually between three and five percentage points less than the
yields on long-term bonds, and typically one percentage point above inflation.
Assuming that the annual inflation rate is about 2.5%, money market yields would
normally be about 3.5%, while longer-term yields might be as high as 5.5%.
However, the difference between money market yields and inflation is currently
greater than this formula would suggest. Part of the reason for this
irregularity is the successful way in which the Federal Reserve Board has fought
inflation.
As we head into 1997, money market funds continue to be a highly liquid
opportunity to earn steady income while protecting principal. This year, money
market funds turned out to be a good investment choice for the income-oriented
investor.
For the twelve months ended December 31, 1996, the Fund's compounded annualized
yield was 4.94%. Without compounding, the corresponding yield was 4.82%. The
seven-day annualized yields with and without compounding on December 31, 1996
were 4.98% and 4.86%, respectively.(1) <PAGE> 3 An investment in the Fund is
neither insured nor guaranteed by the U.S. government, and there is no assurance
that the Fund will maintain a stable $1.00 share price in the future.
Thank you for your confidence in Daily Cash Accumulation Fund, Inc. We look
forward to helping you reach your investment goals in the future.
Sincerely,
/s/ James C. Swain
- --------------------
James C. Swain
<PAGE>
Chairman
Daily Cash Accumulation Fund, Inc.
/s/ Bridget A. Macaskill
- ------------------------
Bridget A. Macaskill
President
Daily Cash Accumulation Fund, Inc.
January 22, 1997
1. Compounded yields assume reinvestment of dividends. Past performance is not
indicative of future results.
<PAGE>
4
STATEMENT OF INVESTMENTS December 31, 1996 Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
BANKERS' ACCEPTANCES-0.1%
First National Bank of Boston, 5.30%,
5/2/97 (Cost $4,910,931) ....................... $ 5,000,000 $ 4,910,931
-----------
CERTIFICATES OF DEPOSIT-1.6%
DOMESTIC CERTIFICATES OF DEPOSIT-0.4%
LaSalle National Bank:
5.51%, 4/4/97 ................................ 8,000,000 8,000,000
5.55%, 2/11/97 ............................... 7,000,000 7,000,000
-----------
15,000,000
-----------
YANKEE CERTIFICATES OF DEPOSIT-1.2%
Societe Generale North America, Inc.:
5.45%, 2/10/97 ............................... 8,000,000 8,000,087
5.50%, 4/21/97 ............................... 5,000,000 5,000,000
5.55%, 2/6/97 ................................ 10,000,000 10,000,000
5.62%, 3/25/97 ............................... 8,000,000 8,001,957
5.92%, 9/17/97 ............................... 10,000,000 10,020,031
-----------
41,022,075
-----------
Total Certificates of Deposit (Cost $56,022,075) 56,022,075
-----------
DIRECT BANK OBLIGATIONS-4.2%
ABN Amro Bank Canada, 5.43%, 1/10/97................ 10,000,000 9,986,425
Bayerische Vereinsbank AG, 5.35%, 4/10/97........... 8,150,000 8,030,093
FCC National Bank, 5.55%, 2/14/97................... 10,000,000 10,000,000
First National Bank of Boston:
5.44%, 1/10/97 ................................... 5,000,000 5,000,000
5.44%, 1/13/97 ................................... 5,000,000 5,000,000
5.47%, 2/12/97 ................................... 10,000,000 10,000,000
5.47%, 2/21/97 ................................... 10,000,000 10,000,000
5.47%, 4/3/97 .................................... 7,000,000 7,000,000
5.50%, 3/14/97 ................................... 10,000,000 10,000,000
5.50%, 3/17/97 ................................... 15,000,000 15,000,000
5.50%, 4/4/97 .................................... 5,000,000 5,000,000
Huntington National Bank:...........................
5.35%, 1/2/97 .................................... 10,000,000 10,000,000
5.35%, 1/8/97 .................................... 7,000,000 7,000,000
5.53%, 2/3/97 .................................... 15,000,000 15,001,002
</TABLE>
3
<PAGE>
5
STATEMENT OF INVESTMENTS December 31, 1996 (continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
DIRECT BANK OBLIGATIONS-4.2% (CONTINUED)
National Westminster Bank of Canada:
5.36%, 4/7/97 ................................. $ 7,000,000 $ 6,899,946
5.40%, 2/18/97 ................................ 5,000,000 4,964,000
Societe Generale North America, Inc.:
5.30%, 4/11/97 ................................ 5,000,000 4,926,389
5.38%, 2/7/97 ................................. 7,000,000 6,961,294
------------
Total Direct Bank Obligations (Cost $150,769,149) 150,769,149
------------
LETTERS OF CREDIT-6.0%
Bank of America NT & SA, guaranteeing commercial paper of:
Formosa Plastics Corp., USA-Series A, 5.34%, 3/21/97 5,000,000 4,941,408
Hyundai Motor Finance Co., 5.37%, 4/21/97 5,000,000 4,917,958
Bank One, Cleveland, guaranteeing commercial paper of:
Capital One Funding Corp.-Series 1995F, 5.85%, 1/2/97(1) 10,650,000 10,650,000
Capital One Funding Corp.-Series 1995F, 5.85%, 1/2/97(1)(2) 8,900,000 8,900,000
Barclays Bank PLC, guaranteeing commercial paper of:
Banco Bradesco S.A.-Grand Cayman Branch:
Series A, 5.31%, 4/28/97 ............ 11,000,000 10,810,167
Series A, 5.35%, 4/18/97 ............ 5,000,000 4,920,493
Series B, 5.33%, 5/20/97 ............ 5,000,000 4,897,101
Banco Real S.A., Grand Cayman Branch:
Series A, 5.32%, 4/22/97 ............ 5,000,000 4,917,983
Series A, 5.37%, 4/21/97 ............ 10,000,000 9,835,917
Petroleo Brasileiro, S.A.-Petrobras II:
Series C, 5.35%, 4/1/97 ............. 5,000,000 4,933,125
Series C, 5.38%, 4/3/97 ............. 5,000,000 4,931,256
Petroleo Brasileiro, S.A.-Petrobras:
Series A, 5.30%, 5/5/97 ............. 5,000,000 4,908,722
Series A, 5.31%, 5/6/97 ............. 15,000,000 14,723,438
Series A, 5.31%, 5/7/97 ............. 5,000,000 4,907,075
Series A, 5.37%, 4/7/97 ............. 5,000,000 4,928,400
Series B, 5.32%, 6/3/97 ............. 5,000,000 4,886,950
Series B, 5.40%, 4/9/97 ............. 10,000,000 9,853,000
</TABLE>
4
<PAGE>
<PAGE>
6
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- -----------
<S> <C> <C>
LETTERS OF CREDIT-6.0% (CONTINUED)
Bayerische Vereinsbank AG, guaranteeing commercial paper of:
Banco Rio de la Plata S.A.:
Series A, 5.40%, 1/21/97 ............................ $ 5,000,000 $4,985,000
Series A, 5.43%, 1/17/97 ............................ 10,000,000 9,975,867
Series A, 5.40%, 1/22/97 ............................ 5,000,000 4,984,250
Galicia Funding Corp.:
Series A, 5.36%, 3/3/97(3)........................... 5,000,000 4,954,589
Series B, 5.35%, 3/3/97(3)........................... 5,000,000 4,954,674
Series B, 5.45%, 3/4/97(3)........................... 10,000,000 9,907,000
Credit Suisse, guaranteeing commercial paper of:
COSCO (Cayman) Co., Ltd., 5.38%, 3/14/97............. 15,000,000 14,838,600
Societe Generale, guaranteeing commercial paper of:
Girsa Funding Corp., 5.32%, 4/3/97(3)................ 9,000,000 8,877,640
Nacional Financiera, SNC:
Series A, 5.31%, 2/24/97........................... 20,000,000 19,840,700
Series A, 5.44%, 1/8/97............................ 5,000,000 4,994,711
Series A, 5.44%, 1/9/97............................ 5,000,000 4,993,956
Series B, 5.33%, 3/3/97............................ 5,000,000 4,954,843
-----------
Total Letters of Credit (Cost $217,124,823)............ 217,124,823
-----------
SHORT-TERM NOTES-86.7%
AUTOMOTIVE-0.8%
BMW U.S. Capital Corp.:
5.31%, 2/24/97 ................................... 10,000,000 9,920,350
5.32%, 2/20/97 ................................... 20,000,000 19,852,222
-----------
29,772,572
-----------
BANKS-0.7%
Bankers Trust Co., New York, 5.35%, 11/26/97(1)............ 10,000,000 9,993,799
CoreStates Capital Corp.:
5.36%, 6/27/97 .......................................... 5,000,000 4,868,233
5.47%, 7/14/97(1)........................................ 5,000,000 5,000,000
5.70%, 6/27/97(1)........................................ 5,000,000 5,000,000
-----------
24,862,032
-----------
</TABLE>
5
<PAGE>
7
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
BEVERAGES-3.2%
Coca-Cola Enterprises, Inc.:
5.31%, 3/19/97(3) .......................................... $12,000,000 $11,863,453
5.31%, 3/7/97(3) ........................................... 27,000,000 26,739,910
5.32%, 2/26/97(3) .......................................... 15,000,000 14,875,867
5.32%, 2/27/97(3) .......................................... 10,000,000 9,915,767
5.33%, 2/19/97(3) .......................................... 15,000,000 14,891,179
5.34%, 1/31/97(3) .......................................... 17,000,000 16,924,350
5.35%, 3/11/97(3) .......................................... 5,000,000 4,948,729
5.35%, 3/18/97(3) .......................................... 8,000,000 7,909,644
5.35%, 3/24/97(3) .......................................... 7,000,000 6,914,697
-----------
114,983,596
-----------
BROKER/DEALERS-12.5%
CS First Boston, Inc.:
5.31%, 1/30/97 ............................................ 7,000,000 6,970,057
5.31%, 2/20/97 ............................................ 15,000,000 14,889,375
5.33%, 2/13/97(3) ......................................... 25,000,000 24,840,661
5.35%, 2/12/97(3) ......................................... 10,000,000 9,937,642
5.38%, 3/4/97(1)(4) ....................................... 10,000,000 10,000,000
5.58%, 1/21/97(1)(4) ...................................... 10,000,000 10,000,000
Goldman Sachs Group, L.P.:
5.31%, 3/21/97 ............................................ 23,000,000 22,731,992
5.31%, 5/5/97 ............................................. 15,000,000 14,725,650
5.38%, 3/14/97 ............................................ 10,000,000 9,892,400
5.42%, 1/17/97 ............................................ 10,000,000 9,975,911
5.43%, 1/13/97 ............................................ 30,000,000 29,945,700
5.50%, 4/4/97 ............................................. 15,000,000 14,786,875
8.25%, 1/2/97 ............................................. 52,550,000 52,539,173
Merrill Lynch & Co., Inc.:
5.31%, 2/28/97 ............................................ 5,000,000 4,957,225
5.33%, 1/2/97 ............................................. 20,000,000 19,997,036
5.33%, 1/24/97 ............................................ 20,000,000 19,931,894
5.33%, 3/10/97 ............................................ 20,000,000 19,798,644
5.35%, 1/28/97 ............................................ 5,000,000 4,979,937
5.40%, 1/31/97(1) ......................................... 20,000,000 20,000,000
5.40%, 2/10/97 ............................................ 12,000,000 11,928,000
5.42%, 1/23/97 ............................................ 35,000,000 34,884,897
5.42%, 12/19/97(1) ........................................ 15,000,000 14,999,534
5.43%, 10/24/97(1) ........................................ 10,000,000 9,998,378
5.44%, 1/21/97 ............................................ 10,000,000 9,969,778
</TABLE>
6
<PAGE>
8
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<PAGE>
<S> <C> <C>
BROKER/DEALERS-12.5% (CONTINUED)
Morgan Stanley Group, Inc.:
5.26%, 6/27/97(1) ...................................... $36,815,000 $ 36,815,000
5.41%, 2/3/97 .......................................... 10,000,000 9,950,408
-----------
449,446,167
-----------
BUILDING MATERIALS-0.1%
Compagnie de Saint-Gobain, 5.38%, 4/23/97.................. 5,000,000 4,916,311
-----------
CHEMICALS-0.2%
Monsanto Co., 5.30%, 1/27/97(3)............................ 6,900,000 6,873,588
-----------
COMMERCIAL FINANCE-12.3% CIT Group Holdings, Inc.:
5.31%, 1/24/97 .......................................... 15,000,000 14,949,112
5.33%, 11/20/97(1) ...................................... 15,000,000 14,989,942
5.35%, 5/1/97(1) ........................................ 10,000,000 9,996,244
5.35%, 6/11/97(1) ....................................... 10,000,000 9,994,762
5.37%, 9/17/97(1) ....................................... 20,000,000 19,989,710
5.67%, 3/1/98(1) ........................................ 38,500,000 38,500,000
Countrywide Home Loans:
5.33%, 1/23/97 .......................................... 24,000,000 23,921,827
5.33%, 2/19/97 .......................................... 5,000,000 4,963,726
5.33%, 3/3/97 ........................................... 5,000,000 4,954,843
5.34%, 1/8/97 ........................................... 9,000,000 8,990,655
5.34%, 3/12/97 .......................................... 5,000,000 4,948,083
5.36%, 3/5/97 ........................................... 16,000,000 15,849,920
5.37%, 3/4/97 ........................................... 10,000,000 9,907,517
FINOVA Capital Corp.:
5.37%, 2/18/97 .......................................... 3,000,000 2,978,520
5.37%, 2/24/97 .......................................... 10,000,000 9,919,450
5.37%, 2/28/97 .......................................... 7,000,000 6,939,326
5.38%, 1/7/97 ........................................... 8,000,000 7,992,827
5.38%, 2/20/97 .......................................... 5,000,000 4,962,639
5.40%, 1/15/97 .......................................... 5,000,000 4,989,500
5.40%, 2/27/97 .......................................... 32,000,000 31,727,682
5.43%, 2/26/97 .......................................... 20,000,000 19,831,067
5.49%, 2/5/97 ........................................... 5,000,000 4,973,312
5.53%, 1/24/97 .......................................... 5,000,000 4,982,335
5.68%, 1/17/97 .......................................... 3,000,000 2,992,427
6.06%, 2/21/97(1) ....................................... 15,000,000 15,000,000
</TABLE>
7
<PAGE>
9
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
COMMERCIAL FINANCE-12.3% (CONTINUED)
Heller Financial, Inc.:
5.41%, 3/17/97 ............................................. $20,000,000 $19,774,479
5.42%, 2/6/97 .............................................. 7,000,000 6,962,060
5.43%, 1/14/97 ............................................. 15,000,000 14,970,587
5.45%, 3/20/97 ............................................. 5,000,000 4,940,958
5.45%, 3/21/97 ............................................. 2,000,000 1,976,081
5.46%, 10/1/97(1) .......................................... 20,000,000 19,997,008
5.46%, 10/10/97(1) ......................................... 13,000,000 12,997,991
5.55%, 4/10/97 ............................................. 7,000,000 6,893,162
5.55%, 4/2/97 .............................................. 9,500,000 9,366,723
5.59%, 12/18/97(1) ......................................... 15,000,000 15,000,000
5.66%, 1/15/97 ............................................. 10,000,000 10,000,518
5.69%, 3/28/97(1) .......................................... 20,000,000 20,001,439
-----------
442,126,432
-----------
COMPUTER SOFTWARE-0.3%
First Data Corp.:
5.37%, 6/10/97 ............................................ 5,000,000 4,880,667
5.40%, 2/25/97 ............................................ 5,000,000 4,958,750
-----------
9,839,417
-----------
CONGLOMERATES-1.0%
Mitsubishi International Corp.:
5.34%, 1/8/97 ............................................... 9,500,000 9,490,136
5.43%, 2/7/97 ............................................... 19,000,000 18,893,964
5.44%, 2/14/97 .............................................. 7,800,000 7,748,139
----------
36,132,239
-----------
CONSUMER FINANCE-3.0%
American Express Corp., 5.32%, 1/3/97 ....................... 15,000,000 14,995,567
Island Finance Puerto Rico, Inc.:
5.32%, 3/11/97 .............................................. 13,700,000 13,560,306
5.34%, 3/24/97 .............................................. 5,100,000 5,037,967
5.36%, 1/15/97 .............................................. 8,000,000 7,983,324
5.39%, 3/25/97 .............................................. 16,500,000 16,294,955
5.44%, 3/20/97 .............................................. 10,000,000 9,882,133
</TABLE>
8
<PAGE>
10
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
CONSUMER FINANCE-3.0% (CONTINUED)
Sears Roebuck Acceptance Corp.:
5.31%, 3/3/97 ........................................... $25,000,000 $ 24,775,063
5.32%, 3/31/97 .......................................... 9,000,000 8,881,630
5.43%, 1/16/97 .......................................... 5,000,000 4,988,688
------------
106,399,633
------------
DIVERSIFIED FINANCIAL-14.5%
Associates Corp. of North America, 7.28%, 1/2/97 .......... 75,000,000 74,984,833
Ford Motor Credit Co.:
5.32%, 1/10/97 .......................................... 15,000,000 14,980,050
5.32%, 1/6/97 ........................................... 24,300,000 24,282,045
5.32%, 1/8/97 ........................................... 13,600,000 13,585,932
5.32%, 1/9/97 ........................................... 15,000,000 14,982,267
<PAGE>
5.40%, 1/2/97 ........................................... 75,000,000 74,985,167
5.57%, 5/12/97(1) ....................................... 15,000,000 15,001,935
General Electric Capital Corp.:
5.31%, 1/15/97 .......................................... 15,000,000 14,969,025
5.50%, 1/31/97 .......................................... 5,000,000 4,977,083
General Electric Capital Services, 7.12%, 1/2/97 .......... 78,000,000 77,984,573
General Motors Acceptance Corp.:
5.35%, 1/8/97 ........................................... 21,000,000 20,978,154
5.35%, 3/3/97 ........................................... 5,000,000 4,954,674
5.38%, 2/18/97 .......................................... 10,000,000 9,928,267
5.41%, 4/10/97 .......................................... 5,000,000 5,058,018
5.41%, 4/7/97 ........................................... 27,975,000 27,569,817
5.45%, 1/16/97 .......................................... 10,000,000 9,977,292
5.45%, 2/12/97 .......................................... 13,000,000 12,917,342
5.45%, 2/12/97 .......................................... 17,000,000 16,891,908
5.45%, 2/4/97 ........................................... 8,900,000 8,854,190
5.45%, 2/6/97 ........................................... 10,000,000 9,945,500
5.45%, 4/21/97(1) ....................................... 15,000,000 14,991,777
5.47%, 2/14/97 .......................................... 18,500,000 18,376,317
5.48%, 3/11/97 .......................................... 5,000,000 4,947,483
5.48%, 3/26/97 .......................................... 5,025,000 4,960,747
Household Finance Corp., 5.30%, 2/24/97.................... 15,000,000 14,880,750
Transamerica Finance Corp., 5.33%, 3/17/97 ................ 5,000,000 4,944,479
----------
520,909,625
-----------
</TABLE>
9
<PAGE>
11
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- ---------
<S> <C> <C>
ELECTRICAL EQUIPMENT-0.4%
Xerox Corp., 5.30%, 1/10/97 ............................. $15,000,000 $14,980,125
-----------
ELECTRONICS-2.3%
Avnet, Inc., 5.34%, 3/14/97 .............................. 5,000,000 4,946,600
Mitsubishi Electric Finance America, Inc.:
5.32%, 2/21/97(3) ...................................... 10,000,000 9,924,633
5.33%, 1/30/97(3) ...................................... 16,285,000 16,214,929
5.35%, 1/15/97(3) ...................................... 10,000,000 9,979,194
5.36%, 2/5/97(3) ....................................... 25,000,000 24,869,722
5.37%, 1/3/97(3) ....................................... 16,734,000 16,729,008
-----------
82,664,086
-----------
ENVIRONMENTAL-0.1%
WMX Technologies, Inc., 5.36%, 4/18/97(3).................. 5,000,000 4,920,344
-----------
HEALTHCARE/DRUGS-0.1%
Sandoz Corp., 5.30%, 1/23/97(3)............................ 5,000,000 4,983,806
-----------
HEALTHCARE/SUPPLIES & SERVICES-0.5%
American Home Products, 5.33%, 1/10/97(3)................. 10,000,000 9,986,675
Sherwood Medical Co., 5.32%, 1/24/97(3).................... 7,000,000 6,976,208
-----------
16,962,883
-----------
INDUSTRIAL SERVICES-0.4%
Atlas Copco AB, 5.30%, 2/24/97(3)......................... 5,000,000 4,960,250
PHH Corp., 5.79%, 3/26/97(1).............................. 10,000,000 9,998,653
-----------
14,958,903
-----------
INSURANCE-6.8%
Allstate Life Insurance Co., 5.38%, 1/3/97(1)............. 10,000,000 10,000,000
General American Life Insurance Co., 5.58%, 1/3/97(1)..... 30,000,000 30,000,000
Jackson National Life:
5.39%, 1/3/97(1) ....................................... 15,000,000 15,000,000
5.40%, 1/3/97(1) ....................................... 30,000,000 30,000,000
Pacific Mutual Life Insurance Co., 5.57%, 1/2/97(1)(4).....50,000,000 50,000,000
Protective Life Insurance Co., 5.52%, 1/26/97(1)(4)........20,000,000 20,000,000
</TABLE>
10
<PAGE>
12
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
INSURANCE-6.8% (CONTINUED)
TransAmerica Life Insurance & Annuity Co.:
5.38%, 10/15/97(1) .................................. $25,000,000 $ 25,000,000
5.38%, 8/7/97(1)(4) ................................. 25,000,000 25,000,000
5.38%, 9/30/97(1) ................................... 20,000,000 20,000,000
TransAmerica Occidental Life, 5.38%, 9/29/97(1)......... 20,000,000 20,000,000
-----------
245,000,000
-----------
LEASING & FACTORING-0.9%
International Lease Finance Corp.:
5.30%, 3/7/97 ........................................ 10,000,000 9,904,306
5.33%, 2/3/97 ........................................ 13,775,000 13,707,698
5.33%, 2/7/97 ........................................ 10,000,000 9,945,219
-----------
33,557,223
-----------
NONDURABLE HOUSEHOLD GOODS-0.1%
Newell Co., 5.33%, 3/7/97(3)............................. 5,000,000 4,951,882
-----------
OIL-INTEGRATED-0.3%
Repsol International Finance, 5.35%, 3/28/97............. 10,000,000 9,872,194
-----------
SAVINGS & LOANS-0.2%
First Bank FSB, 5.58%, 8/29/97(1)........................ 7,000,000 6,999,550
-----------
SPECIAL PURPOSE FINANCIAL-23.1%
Asset Backed Capital Finance, Inc.:
<PAGE>
5.45%, 3/12/97(3) 15,000,000 14,841,042
5.48%, 12/15/97(1)(4) ................................. 15,000,000 14,994,921
Asset-Securitization Cooperative:
5.31%, 1/29/97(3) ..................................... 10,000,000 9,958,700
5.31%, 2/18/97(3) ..................................... 15,000,000 14,893,867
5.31%, 2/26/97(3) ..................................... 25,000,000 24,793,500
5.33%, 3/11/97(3) ..................................... 7,000,000 6,928,489
5.33%, 3/17/97(3) ..................................... 10,000,000 9,888,958
5.34%, 3/18/97(3) ..................................... 14,200,000 14,039,919
5.35%, 3/19/97(3) ..................................... 10,000,000 9,885,569
</TABLE>
11
<PAGE>
13
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
SPECIAL PURPOSE FINANCIAL-23.1% (CONTINUED)
Beta Finance, Inc.:
5.32%, 5/12/97(1)(3) ............................................... $15,000,000 $15,001,041
5.35%, 3/17/97(3) .................................................. 10,000,000 9,888,542
5.35%, 4/17/97(3) .................................................. 15,000,000 14,763,708
Cooperative Association of Tractor Dealers, Inc., 5.50%, 2/4/97 ...... 8,200,000 8,157,406
CXC, Inc.:
5.31%, 2/25/97(3) .................................................. 15,000,000 14,878,313
5.32%, 1/7/97(3) ................................................... 15,000,000 14,986,700
5.32%, 3/12/97(3) .................................................. 10,000,000 9,896,556
5.33%, 1/8/97(3) ................................................... 20,000,000 19,979,272
5.35%, 1/16/97(3) .................................................. 5,000,000 4,988,854
5.35%, 2/5/97(3) ................................................... 25,000,000 24,869,965
Falcon Asset Securitization Corp.:
5.30%, 2/25/97(3) .................................................. 15,000,000 14,878,542
5.32%, 1/13/97(3) .................................................. 21,000,000 20,962,760
5.33%, 1/7/97(3) ................................................... 16,000,000 15,985,787
First Deposit Master Trust 1993-3:
5.32%, 1/24/97(3) .................................................. 5,000,000 4,983,006
5.32%, 2/24/97(3) .................................................. 12,000,000 11,904,240
5.32%, 2/26/97(3) .................................................. 5,900,000 5,851,174
5.32%, 2/27/97(3) .................................................. 17,000,000 16,856,803
5.35%, 1/21/97(3) .................................................. 9,200,000 9,172,656
5.35%, 3/20/97(3) .................................................. 5,000,000 4,942,042
5.65%, 1/9/97(3) ................................................... 5,000,000 4,993,944
Fleet Funding Corp.:
5.32%, 1/9/97(3) ................................................... 27,026,000 26,994,049
5.45%, 1/17/97(3) .................................................. 25,000,000 24,939,444
New Center Asset Trust:
5.35%, 4/1/97 ...................................................... 15,000,000 14,799,375
5.40%, 2/6/97 ...................................................... 15,000,000 14,919,000
5.43%, 1/29/97 ..................................................... 25,000,000 24,894,417
7.30%, 1/2/97 ...................................................... 100,000,000 99,979,722
RACERS Series 1996-MM-12-3, 5.59%, 12/15/97(1)(4) .................... 15,000,000 15,000,000
</TABLE>
12
<PAGE>
14
STATEMENT OF INVESTMENTS DECEMBER 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
SPECIAL PURPOSE FINANCIAL-23.1% (CONTINUED)
Sheffield Receivables Corp.:
5.32%, 1/16/97 ................................................... $ 7,450,000 $ 7,433,486
5.32%, 1/16/97(3) ................................................ 10,000,000 9,977,833
5.32%, 1/6/97(3) ................................................. 26,160,000 26,140,648
Short Term Card Account Trust 1995-1, Class A1, 5.61%, 1/15/97(1)(4) 15,000,000 15,000,000
Sigma Finance, Inc.:
5.30%, 5/16/97(3) ................................................ 5,000,000 4,900,625
5.31%, 5/12/97(3) ................................................ 10,000,000 9,806,775
5.31%, 5/14/97(3) ................................................ 6,500,000 6,372,486
5.31%, 5/19/97(3) ................................................ 5,000,000 4,898,225
5.32%, 5/6/97(3) ................................................. 5,000,000 4,907,639
5.33%, 3/3/97(3) ................................................. 5,000,000 4,954,843
5.37%, 4/15/97(3) ................................................ 15,000,000 14,767,300
5.37%, 4/28/97(3) ................................................ 21,000,000 20,634,668
5.37%, 4/8/97(3) ................................................. 14,000,000 13,797,432
5.38%, 1/3/97(3) ................................................. 10,000,000 9,997,011
5.38%, 4/9/97(3) ................................................. 24,000,000 23,649,024
5.44%, 2/28/97(3) ................................................ 10,000,000 9,912,356
5.45%, 1/24/97(3) ................................................ 5,000,000 4,982,590
5.45%, 2/19/97(3) ................................................ 15,000,000 14,888,729
SMM Trust:
1996-B, 5.42%, 8/4/97(4) ......................................... 10,000,000 10,000,000
1996-I, 5.71%, 5/29/97(1)(4) ..................................... 10,000,000 10,000,000
1996-V, 5.98%, 3/26/97(4) ........................................ 10,000,000 10,000,000
TIERS Series DCMT 1996-A, 5.64%, 10/15/97(1)(4)............ ........ 5,000,000 5,000,000
-----------
831,713,953
-----------
TELECOMMUNICATIONS-TECHNOLOGY-2.9%
GTE Corp., 5.48%, 4/1/97 ............................................ 10,000,000 9,863,000
NYNEX Corp.:
5.32%, 2/21/97 .................................................... 8,000,000 7,939,707
5.33%, 2/18/97 .................................................... 5,000,000 4,964,467
5.34%, 1/27/97 .................................................... 5,000,000 4,980,717
5.34%, 3/6/97 ..................................................... 10,000,000 9,905,067
5.34%, 3/7/97 ..................................................... 7,000,000 6,932,508
</TABLE>
13
<PAGE>
15
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- -----------
<S> <C> <C>
<PAGE>
TELECOMMUNICATIONS-TECHNOLOGY-2.9% (CONTINUED)
5.35%, 1/10/97 ........................................................... $20,000,000 $ 19,973,250
5.35%, 1/24/97 ........................................................... 10,000,000 9,965,819
5.35%, 3/5/97 ............................................................ 5,000,000 4,953,363
5.42%, 1/13/97 ........................................................... 15,000,000 14,972,900
5.42%, 1/17/97 ........................................................... 9,400,000 9,377,607
--------------
103,828,405
--------------
Total Short-Term Notes (Cost $3,121,654,966)................................ 3,121,654,966
--------------
U.S. GOVERNMENT AGENCIES-0.9%
Federal Home Loan Bank, 5.68%, 8/1/97 (Cost $33,982,579)(1) ................ 34,000,000 33,982,579
--------------
FOREIGN GOVERNMENT OBLIGATIONS-1.0%
Bayerische Landesbank Girozentrale, 5.07%, 7/29/97(1) ...................... 15,000,000 15,000,000
Westdeutsche Landesbank Girozentrale, guaranteeing commercial paper of:
Unibanco-Uniao de Bancos Brasileiros SA-Grand Cayman-Series A, 5.37%, 4/7/97 5,000,000 4,928,400
Comision Federal de Electricidad:
Series A, 5.31%, 2/18/97 ............................................... 10,000,000 9,929,200
Series A, 5.36%, 3/11/97 ............................................... 5,000,000 4,948,633
--------------
Total Foreign Government Obligations (Cost $34,806,233).... 34,806,233
--------------
Total Investments, at Value................................................. 100.5% 3,619,270,756
Liabilities in Excess of Other Assets....................................... (0.5) (17,781,686)
----- --------------
Net Assets.................................................................. 100.0% $3,601,489,070
===== ==============
</TABLE>
14
<PAGE>
16
STATEMENT OF INVESTMENTS December 31, 1996 (Continued) Daily Cash Accumulation
Fund, Inc.
Short-term notes, direct bank obligations and letters of credit are generally
traded on a discount basis; the interest rate is the discount rate received by
the Fund at the time of purchase. Other securities normally bear interest at the
rates shown.
1. Floating or variable rate obligation. The interest rate, which is based on
specific, or an index of, market interest rates, is subject to change
periodically and is the effective rate on December 31, 1996. This instrument
may also have a demand feature which allows the recovery of principal at any
time, or at specified intervals not exceeding one year, on up to 30 days'
notice. Maturity date shown represents effective maturity based on variable
rate and, if applicable, demand feature.
2. Put obligation redeemable at full face value on the date reported. 3.
Restricted securities, including those issued in exempt transactions without
registration under the Securities Act of 1933 (the Act), amounting to
$881,361,667, or 24.47% of the Fund's net assets, have been determined to be
liquid pursuant to guidelines adopted by the Board of Directors.
4. Restricted securities which are considered illiquid, by virtue of the absence
of a readily available market or because of legal or contractual restrictions
on resale, amount to $194,994,921, or 5.41% of the Fund's net assets. The
Fund may not invest more than 10% of its net assets (determined at the time
of purchase) in illiquid securities.
See accompanying Notes to Financial Statements.
15
<PAGE>
17
STATEMENT OF ASSETS AND LIABILITIES December 31, 1996 Daily Cash Accumulation
Fund, Inc.
<TABLE>
<CAPTION>
ASSETS:
<S> <C>
Investments, at value-see accompanying statement ............. $3,619,270,756
Cash ......................................................... 4,025,043
Receivables:
Interest ................................................... 7,239,494
Shares of capital stock sold ............................... 435,693
Other ........................................................ 71,879
--------------
Total assets ............................................. 3,631,042,865
--------------
LIABILITIES:
Payables and other liabilities:
Shares of capital stock redeemed ........................... 28,952,775
Service plan fees .......................................... 235,143
Dividends .................................................. 8,792
Directors' fees ............................................ 4,452
Other ........................................................ 352,633
--------------
Total liabilities .......................................... 29,553,795
--------------
NET ASSETS ................................................... $3,601,489,070
==============
COMPOSITION OF NET ASSETS:
Par value of shares of capital stock ......................... $ 360,135,211
Additional paid-in capital ................................... 3,241,216,896
Accumulated net realized gain on investment transactions ..... 136,963
--------------
NET ASSETS-applicable to 3,601,352,108 shares of capital
stock outstanding .......................................... $3,601,489,070
==============
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE
PER SHARE .................................................. $1.00
</TABLE>
See accompanying Notes to Financial Statements.
16
<PAGE>
18
STATEMENT OF OPERATIONS For the Year Ended December 31, 1996 Daily Cash
Accumulation Fund, Inc.
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME-Interest ............................................................. $ 197,327,796
-------------
EXPENSES:
Management fees-Note 3 ................................................................. 13,374,834
<PAGE>
Service plan fees-Note 3 ............................................................... 7,123,026
Transfer and shareholder servicing agent fees-Note 3 ................................... 2,910,657
Custodian fees and expenses ............................................................ 384,166
Registration and filing fees ........................................................... 342,496
Shareholder reports .................................................................... 273,627
Legal and auditing fees ................................................................ 45,581
Directors' fees and expenses ........................................................... 30,738
Insurance expenses ..................................................................... 29,160
Other .................................................................................. 11,999
-------------
Total expenses ....................................................................... 24,526,284
Less reimbursement of expenses by Centennial Asset Management Corporation-Note 3 ..... (441,801)
-------------
Net expenses ......................................................................... 24,084,483
-------------
NET INVESTMENT INCOME .................................................................. 173,243,313
NET REALIZED GAIN ON INVESTMENTS ....................................................... 2,534
-------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ................................... $ 173,245,847
=============
</TABLE>
See accompanying Notes to Financial Statements.
17
<PAGE>
19
STATEMENTS OF CHANGES IN NET ASSETS Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995
--------------- ---------------
OPERATIONS:
<S> <C> <C>
Net investment income ................................. $ 173,243,313 $ 179,893,318
Net realized gain ..................................... 2,534 664,800
--------------- ---------------
Net increase in net assets resulting from operations .. 173,245,847 180,558,118
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS ........... (173,245,601) (180,522,108)
CAPITAL STOCK TRANSACTIONS:
Net increase in net assets resulting from capital stock
transactions-Note 2 ................................. 77,763,723 565,456,928
--------------- ---------------
NET ASSETS:
Total increase ........................................ 77,763,969 565,492,938
Beginning of period ................................... 3,523,725,101 2,958,232,163
--------------- ---------------
End of period ......................................... $ 3,601,489,070 $ 3,523,725,101
=============== ===============
</TABLE>
See accompanying Notes to Financial Statements.
18
<PAGE>
20
FINANCIAL HIGHLIGHTS
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning
of period ................................... $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment
operations-net investment
income and net realized gain ................ .05 .05 .04 .03 .03
Dividends and distributions to shareholders ... (.05) (.05) (.04) (.03) (.03)
----- ----- ----- ----- -----
Net asset value, end of period ................ $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL RETURN, AT
NET ASSET VALUE(1) .......................... 4.93% 5.47% 3.77% 2.69% 3.54%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions) ....... $3,602 $3,524 $2,958 $3,589 $4,061
Average net assets (in millions) .............. $3,591 $3,379 $3,378 $3,940 $4,760
RATIOS TO AVERAGE NET ASSETS:
Net investment income ......................... 4.82% 5.32% 3.64% 2.67% 3.50%
Expenses, before voluntary reimbursement
by the Manager .............................. 0.68% 0.71% 0.74% 0.74% 0.70%
Expenses, net of voluntary reimbursement
by the Manager .............................. 0.67% N/A 0.73% N/A N/A
</TABLE>
1. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are
not annualized for periods of less than one full year.
See accompanying Notes to Financial Statements.
19
<PAGE>
21 NOTES TO FINANCIAL STATEMENTS Daily Cash Accumulation Fund, Inc.
1. SIGNIFICANT ACCOUNTING POLICIES
Daily Cash Accumulation Fund, Inc. (the Fund) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Fund's investment objective is to seek the maximum
current income that is consistent with low capital risk and the maintenance of
liquidity. The Fund seeks to achieve this objective by investing in "money
market" securities meeting specified quality standards. The Fund's investment
adviser is Centennial Asset Management Corporation (the Manager), a subsidiary
of OppenheimerFunds, Inc. (OFI). The following is a summary of significant
accounting policies consistently followed by the Fund.
Investment Valuation-Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
Federal Taxes-The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required.
Distributions to Shareholders-The Fund intends to declare dividends from net
investment income each day the New York Stock Exchange is open for business and
pay such dividends monthly. To effect its policy of maintaining a net asset
value of $1.00 per share, the Fund may withhold dividends or make distributions
<PAGE>
of net realized gains.
Other-Investment transactions are accounted for on the
date the investments are purchased or sold (trade date). Realized gains and
losses on investments are determined on an identified cost basis, which is the
same basis used for federal income tax purposes.
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 income and expenses during the reporting period. Actual
results could differ from those estimates.
20
<PAGE>
22
NOTES TO FINANCIAL STATEMENTS (Continued) Daily Cash Accumulation Fund, Inc.
2. CAPITAL STOCK
The Fund has authorized 15,000,000,000 shares of $0.10 par value capital stock.
Transactions in shares of capital stock were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1996 Year Ended December 31, 1995
------------------------------------ ------------------------------------
Shares Amount Shares Amount
-------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Sold ...................... 7,263,772,507 $ 7,263,772,507 7,320,626,109 $ 7,320,626,109
Dividends and distributions
reinvested ................ 170,695,960 170,695,960 177,673,219 177,673,219
Redeemed .................. (7,356,704,744) (7,356,704,744) (6,932,842,400) (6,932,842,400)
-------------- --------------- -------------- ---------------
Net increase .............. 77,763,723 $ 77,763,723 565,456,928 $ 565,456,928
============== =============== ============== ===============
</TABLE>
3. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Fund which provides for a fee of 0.45% on the first
$500 million of average annual net assets with a reduction of 0.025% on each
$500 million thereafter, to 0.25% on net assets in excess of $4 billion. The
Manager has agreed to reimburse the Fund if aggregate expenses (with specified
exceptions) exceed the most stringent applicable regulatory limit on Fund
expenses.
Independently of the investment advisory agreement with the Fund, effective
December 1, 1994, the Manager has voluntarily agreed to assume the Fund's
expenses to the level needed to enable the Fund's seven-day yield (computed in
accordance with procedures specified pursuant to regulations adopted under the
Investment Company Act of 1940) to at least equal the seven-day yield of
Centennial Money Market Trust, a related Fund for which the Manager also serves
as investment adviser.
Shareholder Services, Inc. (SSI), a subsidiary of OFI, is the transfer and
shareholder servicing agent for the Fund, and for other registered investment
companies. SSI's total costs of providing such services are allocated ratably to
these companies.
Under an approved plan of distribution, the Fund may expend up to 0.20% of its
net assets annually to reimburse certain securities dealers and other financial
institutions and organizations for costs incurred in distributing Fund shares.
21
<PAGE>
23
INDEPENDENT AUDITORS' REPORT
Daily Cash Accumulation Fund, Inc.
The Board of Directors and Shareholders of Daily Cash Accumulation Fund, Inc.:
We have audited the accompanying statement of assets and liabilities, including
the statement of investments, of Daily Cash Accumulation Fund, Inc., as of
December 31, 1996, the related statement of operations for the year then ended,
the statements of changes in net assets for the years ended December 31, 1996
and 1995, and the financial highlights for the period January 1, 1992 to
December 31, 1996. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights 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 and financial
highlights 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, 1996 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, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Daily Cash
Accumulation Fund, Inc., at December 31, 1996, the results of its operations,
the changes in its net assets, and the financial highlights for the respective
stated periods, in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Denver, Colorado
January 22, 1997
22
<PAGE>
24
FEDERAL INCOME TAX INFORMATION (Unaudited) Daily Cash Accumulation Fund, Inc.
In early 1997, shareholders will receive information regarding all dividends and
distributions paid to them by the Fund during calendar year 1996. Regulations of
the U.S. Treasury Department require the Fund to report this information to the
Internal Revenue Service.
None of the dividends paid by the Fund during the fiscal year ended December 31,
1996 are eligible for the corporate dividend-received deduction.
The foregoing information is presented to assist shareholders in reporting
distributions received from the Fund to the Internal Revenue Service. Because of
<PAGE>
the complexity of the federal regulations which may affect your individual tax
return and the many variations in state and local tax regulations, we recommend
that you consult your tax adviser for specific guidance.
23
<PAGE>
Daily Cash Accumulation Fund, Inc. 1997 Semi-Annual Report
Officers and Directors
James C. Swain, Chairman and Chief
Executive Officer
Bridget A. Macaskill, Director and
President
Robert G. Avis, Director
William A. Baker, Director
Charles Conrad, Jr., Director
Jon S. Fossel, Director
Sam Freedman, Director
Raymond J. Kalinowski, Director
C. Howard Kast, Director Daily Cash
Robert M. Kirchner, Director
Ned M. Steel, Director Accumulation
George C. Bowen, Vice President, Treasurer Fund, Inc.
and Assistant Secretary
Andrew J. Donohue, Vice President and June 30, 1997
Secretary
Dorothy G. Warmack, Vice President
Carol E. Wolf, Vice President
Arthur J. Zimmer, Vice President
Robert J. Bishop, Assistant Treasurer
Scott T. Farrar, Assistant Treasurer
Robert G. Zack, Assistant Secretary
Investment Adviser And Distributor
Centennial Asset Management Corporation
Transfer and Shareholder Servicing Agent
Shareholder Services, Inc.
Custodian of Portfolio Securities
Citibank, N.A.
Independent Auditors
Deloitte & Touche LLP
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
The financial statements included
herein have been taken from the
records of the Fund without
examination by the independent
auditors.
This is a copy of a report to
shareholders of Daily Cash
Accumulation Fund, Inc. This report
must be preceded or accompanied by a
Prospectus of Daily Cash Accumulation
Fund, Inc. For material information
concerning the Fund, see the
Prospectus.
For shareholder servicing call:
1-800-525-9310 (in U.S.)
303-768-3200 (outside U.S.)
Or write:
Shareholder Services, Inc.
P.O. Box 5143
Denver, CO 80217-5143
<PAGE>
Dear Shareholder:
The job of a money market fund is to provide liquidity, safety of principal and
a yield that keeps pace with inflation. During the six months ended June 30,
1997, your Daily Cash Accumulation Fund, Inc. achieved those objectives.
For the six months ended June 30, 1997, Daily Cash Accumulation Fund, Inc. had
a compounded annualized yield of 5.05%. Without compounding, the corresponding
yield was 4.93%. The seven-day annualized yields, with and without compounding,
for the six months ended June 30, 1997 were 5.17% and 5.04%, respectively.1
It's important to remember that an investment in the Fund is neither insured
nor guaranteed by the U.S. government, and there is no assurance that the Fund
will maintain a stable $1.00 share price in the future.
Our strategy is to invest in the securities that present minimal credit risk.
Through our independent credit analysis, we are able to add value in the way of
additional yield, by identifying and investing in securities that are improving
credits. We may invest in securities that receive the second highest rating
issued by one credit rating agency, but that security must also have been
assigned the highest rating by at least two other ratings agencies. We invest
in such a "split-rated" security only if it is, in our opinion, an improving
credit and likely to be upgraded.
The U.S. economy is in the midst of one of its best periods in decades, with
growth in 1997 reaching an annual rate of 4%, up from about 2% in 1995.
Unemployment has fallen to its lowest level since the early 1970s. Meanwhile,
inflation is dormant, despite the strengthening economy.
As a result, interest rates have remained under control. Although 30-year
Treasury rates have risen above 7% several times during the past twelve months,
yields on short-term securities, such as U.S. Treasury bills and money market
securities, have hovered closer to 5%.
In comparison, the annual inflation rate is generally agreed to be about 2.5%.2
That means that the difference between money market yields and inflation is
roughly 3 percentage points, twice the normal "spread." Considering their low
level of risk and their traditional role as an alternative to cash, today's
money market fund yields are quite attractive.
On March 25, 1997, the Federal Reserve Board raised short-term interest rates
by 0.25%. Many market observers predicted the Fed's attempt to slow down the
economy, since the Gross Domestic Product during the first quarter of 1997 was
growing at a 5.8% annual rate. Although the March action came as no surprise,
the next question was whether the Fed was going to raise interest rates
further. However, the Fed often behaves unexpectedly. Many investors expected
the Fed to raise interest rates another 0.25% at its May 20, 1997 meeting.
Instead, the Fed left interest rates unchanged, satisfied that the economy was
slowing down.
Rather than try to make such predictions, our strategy is to "ladder" the
portfolio with some securities maturing in a few days, some maturing in a
month, some maturing in two months and so on. With a relatively broad maturity
spectrum, the portfolio is less affected by Fed moves up or down. At the same
time, the portfolio is able to enjoy
<PAGE>
higher income typically available on longer-term money market securities.
Thank you for your confidence in Daily Cash Accumulation Fund, Inc. We look
forward to helping you reach your investment goals in the future.
Sincerely,
/s/ James C. Swain
James C. Swain
Chairman
Daily Cash Accumulation Fund, Inc.
/s/ Bridget A. Macaskill
Bridget A. Macaskill
President
Daily Cash Accumulation Fund, Inc.
July 22, 1997
1. Compounded yields assume reinvestment of dividends. An "annualized" yield
assumes that the actual six-month performance is replicated for a full
year. Past performance does not guarantee future results.
2. Data: Labor Dept.
2
<PAGE>
Statement of Investments June 30, 1997 (Unaudited)
Daily Cash Accumulation Fund, Inc.
Face Value
Amount See Note 1
------------ ------------
Bankers' Acceptances-0.6%
BankBoston, N.A.:
5.28%, 8/18/97............................... $ 7,000,000 $ 6,950,720
5.60%, 10/24/97.............................. 5,000,000 4,910,555
Societe Generale, 5.64%, 10/15/97............. 8,000,000 7,867,147
------------
Total Bankers' Acceptances.................... 19,728,422
------------
Certificates of Deposit-3.6%
Domestic Certificates of Deposit-0.6%
LaSalle National Bank:
5.46%, 7/1/97................................ 5,000,000 5,000,000
5.52%, 7/9/97................................ 8,000,000 8,000,000
5.53%, 7/2/97................................ 10,000,000 10,000,000
------------
23,000,000
------------
Yankee Certificates of Deposit-2.9%
ABN Amro Bank, N.V., 5.49%, 7/11/97........... 15,000,000 15,000,082
Deutsche Bank AG, 5.55%, 7/14/97.............. 10,000,000 10,000,035
Societe Generale:
5.68%, 8/21/97............................... 7,000,000 7,000,081
5.68%, 8/21/97............................... 10,000,000 9,999,925
5.72%, 10/21/97.............................. 10,000,000 9,989,803
5.75%, 12/23/97.............................. 15,000,000 15,000,000
5.75%, 12/23/97.............................. 15,000,000 15,000,000
5.75%, 8/8/97................................ 10,000,000 10,000,000
5.92%, 9/17/97............................... 10,000,000 10,006,032
------------
101,995,958
------------
Total Certificates of Deposit................. 124,995,958
Direct Bank Obligations-4.6%
Abbey National North America Corp.:
5.275%, 8/21/97.............................. 10,000,000 9,925,271
5.39%, 7/11/97............................... 10,000,000 9,985,014
ABN Amro North America Finance, Inc.:
5.28%, 7/23/97............................... 10,000,000 9,967,122
5.37%, 7/11/97............................... 15,000,000 14,997,625
BankBoston, N.A.:
5.53%, 7/11/97............................... 10,000,000 10,000,000
5.69%, 8/29/97............................... 10,000,000 10,000,000
5.69%, 9/8/97................................ 5,000,000 5,000,000
Bankers Trust Co., New York:
5.37%, 12/10/97(1)........................... 8,000,000 7,999,147
3
<PAGE>
Statement of Investments June 30, 1997 (Unaudited) (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- --------------
<S> <C> <C>
Direct Bank Obligations (Continued)
Bankers Trust Co., New York: (Continued)
5.60%, 11/26/97(1)........................................... $10,000,000 $ 9,997,210
5.66%, 6/9/98(1)............................................. 8,000,000 7,996,352
FCC National Bank, 5.60%, 5/8/98(1)........................... 10,000,000 9,996,668
Societe Generale North America, Inc.:
5.39%, 7/14/97............................................... 15,000,000 14,970,804
5.59%, 12/10/97.............................................. 8,000,000 7,798,760
5.60%, 9/8/97................................................ 25,000,000 24,731,667
5.61%, 9/2/97................................................ 10,000,000 9,901,825
---------------
Total Direct Bank Obligations................................. 163,247,465
---------------
Letters of Credit-6.3%
ABN Amro Bank, N.V., guaranteeing commercial paper of:
Formosa Plastics Corp. USA-Series A:
5.60%, 8/26/97.............................................. 10,000,000 9,912,889
5.60%, 9/22/97.............................................. 5,000,000 4,935,444
5.63%, 8/28/97.............................................. 15,000,000 14,863,942
Bank of America NT & SA, guaranteeing commercial paper of:
Hyundai Motor Finance Co., 5.38%, 7/7/97..................... 5,000,000 4,995,517
Bank One, Cleveland, guaranteeing commercial paper of:
Capital One Funding Corp.-Series 1995F:
5.63%, 7/13/97(1)(2)........................................ 10,404,000 10,404,000
5.63%, 7/13/97(1)(2)........................................ 8,750,000 8,750,000
Barclays Bank PLC, guaranteeing commercial paper of:
Banco Bradesco SA-Grand Cayman Branch:
Series A, 5.65%, 12/1/97.................................... 5,000,000 4,881,212
Series A, 5.69%, 12/3/97.................................... 13,000,000 12,681,518
Series B, 5.62%, 12/3/97.................................... 5,000,000 4,879,014
Barclays Bank PLC, guaranteeing commercial paper of:
Banco Nacionale de Mexico SA-Series B, 5.63%, 7/1/97......... 10,000,000 10,000,000
Bayerische Vereinsbank AG, guaranteeing commercial paper of:
Galicia Funding Corp.-Series A:
5.63%, 9/5/97(3)............................................ 10,000,000 9,896,783
5.65%, 12/5/97(3)........................................... 13,000,000 12,681,421
Credit Suisse, guaranteeing commercial paper of:
CEMEX, S.A. de C.V.-Series A, 5.31%, 8/18/97................. 5,000,000 4,964,600
CEMEX, S.A. de C.V.-Series B, 5.61%, 8/22/97................. 17,000,000 16,862,243
CEMEX, S.A. de C.V.-Series B, 5.68%, 8/19/97................. 5,750,000 5,706,016
COSCO (Cayman) Co., Ltd., 5.59%, 10/24/97.................... 5,000,000 4,910,715
Daewoo International Corp., 5.45%, 7/15/97................... 6,000,000 5,987,283
Daewoo International Corp., 5.60%, 9/9/97.................... 10,000,000 9,891,111
</TABLE>
4
<PAGE>
Statement of Investments June 30, 1997 (Unaudited) (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- --------------
<S> <C> <C>
Letters of Credit (Continued)
Guangdon Enterprises Ltd., 5.67%, 8/19/97.............................. $ 5,000,000 $ 4,961,412
Minmetals Capitals & Securities, Inc., 5.61%, 8/12/97.................. 5,000,000 4,967,275
Pemex Capital, Inc.-Series A, 5.28%, 7/14/97........................... 25,000,000 24,952,388
Pemex Capital, Inc.-Series B, 5.62%, 11/3/97........................... 5,000,000 4,902,431
Societe Generale, guaranteeing commercial paper of:
Banco Nacionale de Comercio Exterior, SNC-Series A, 5.61%, 11/25/97 5,000,000 4,885,463
Banco Nacionale de Comercio Exterior, SNC-Series B, 5.61%, 12/1/97..... 10,000,000 9,761,575
Nacional Financiera SNC-Series A, 5.75%, 8/18/97....................... 10,000,000 9,923,333
--------------
Total Letters of Credit................................................. 221,557,585
--------------
Short-Term Notes-80.3%
Automotive-1.4%
BMW US Capital Corp.:
5.60%, 8/20/97......................................................... 20,000,000 19,844,444
5.60%, 8/25/97......................................................... 10,000,000 9,914,444
5.62%, 8/26/97......................................................... 10,425,000 10,333,862
5.65%, 8/5/97.......................................................... 10,000,000 9,945,069
--------------
50,037,819
--------------
Bank Holding Companies-2.2%
Bankers Trust New York Corp., 5.39%, 7/9/97............................. 25,000,000 24,970,056
Barnett Banks, Inc., 5.70%, 7/7/97...................................... 15,000,000 14,985,750
CoreStates Capital Corp., 5.61%, 7/14/97(1)............................. 5,000,000 5,000,000
Morgan (J.P.) & Co., Inc., 5.38%, 7/9/97................................ 10,000,000 9,988,044
NationsBank Corp., 5.37%, 7/8/97........................................ 16,000,000 15,983,293
Norwest Corp., 7.70%, 11/15/97.......................................... 5,000,000 5,031,092
--------------
75,958,235
--------------
Beverages-0.3%
Coca-Cola Enterprises, Inc.:
5.66%, 7/24/97(3)...................................................... 5,000,000 4,981,919
5.68%, 7/14/97(3)...................................................... 5,000,000 4,989,744
--------------
9,971,663
--------------
Broker/Dealers-15.0%
Bear Stearns Cos., Inc.:
5.42%, 10/16/97(1)..................................................... 5,000,000 4,999,386
5.43%, 4/21/98(1)...................................................... 5,000,000 4,999,916
5.44%, 5/22/98(1)...................................................... 7,000,000 7,000,000
5.60%, 8/20/97......................................................... 10,000,000 9,922,222
5.61%, 8/27/97......................................................... 15,000,000 14,866,762
5.61%, 8/28/97......................................................... 10,000,000 9,909,617
</TABLE>
5
<PAGE>
Statement of Investments June 30, 1997 (Unaudited) (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- ------------
<S> <C> <C>
Broker/Dealers (Continued)
Bear Stearns Cos., Inc.: (Continued)
5.61%, 9/22/97............................... $ 7,000,000 $ 6,909,461
5.62%, 9/2/97................................ 15,000,000 14,852,475
5.62%, 9/4/97................................ 10,000,000 9,898,528
5.63%, 7/14/97............................... 16,000,000 15,967,471
5.64%, 10/6/97............................... 15,000,000 14,772,050
5.66%, 7/8/97................................ 18,000,000 17,980,190
5.677%, 2/9/98(1)............................ 5,000,000 5,006,286
CS First Boston, Inc.:
5.36%, 7/11/97............................... 5,000,000 4,992,556
5.42%, 5/12/98(1)............................ 5,000,000 5,000,000
5.43%, 6/2/98(1)............................. 5,000,000 5,000,000
5.617%, 3/13/98(1)........................... 8,000,000 8,000,000
Goldman Sachs Group, L.P.:
5.60%, 9/12/97............................... 15,000,000 14,829,667
5.61%, 9/10/97............................... 15,000,000 14,834,037
5.62%, 10/6/97............................... 10,000,000 9,848,572
5.62%, 9/4/97................................ 15,000,000 14,847,792
Promissory Nts., 5.844%, 10/10/97(2)......... 6,000,000 6,000,000
Promissory Nts., 5.87%, 11/10/97(2).......... 10,000,000 10,000,000
Promissory Nts., 5.88%, 12/12/97(2).......... 15,000,000 15,000,000
Promissory Nts., 5.89%, 9/4/97(2)............ 10,000,000 10,000,000
Lehman Brothers Holdings, Inc.:
5.62%, 11/21/97.............................. 10,000,000 9,776,761
5.63%, 8/22/97............................... 5,000,000 4,959,339
5.64%, 9/10/97............................... 20,000,000 19,777,533
5.65%, 7/10/97............................... 10,000,000 9,985,875
5.65%, 7/7/97................................ 10,000,000 9,990,583
5.677%, 2/3/98(1)............................ 10,000,000 10,000,000
5.771%, 6/18/98(1)........................... 10,000,000 10,030,510
Merrill Lynch & Co., Inc.:
5.28%, 7/3/97................................ 5,000,000 4,998,533
5.36%, 7/2/97................................ 10,000,000 9,998,511
5.40%, 7/9/97................................ 5,000,000 4,994,000
5.58%, 10/29/97.............................. 20,000,000 19,628,000
5.58%, 12/15/97.............................. 9,000,000 8,767,035
5.60%, 8/29/97............................... 5,000,000 4,954,111
5.63%, 7/14/97............................... 28,000,000 27,943,074
5.648%, 1/8/98(1)............................ 15,000,000 14,998,469
5.65%, 7/10/97............................... 10,000,000 9,985,875
5.68%, 10/24/97(1)........................... 10,000,000 9,999,370
5.68%, 3/18/98(1)............................ 5,000,000 4,999,304
</TABLE>
6
<PAGE>
Statement of Investments June 30, 1997 (Unaudited) (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- --------------
<S> <C> <C>
Broker/Dealers (Continued)
5.68%, 7/16/97...................................................... $20,000,000 $ 19,952,667
5.685%, 5/26/98(1).................................................. 8,000,000 7,998,927
5.70%, 8/12/97...................................................... 5,000,000 4,966,750
5.75%, 12/19/97(1).................................................. 15,000,000 14,999,774
Morgan Stanley, Dean Witter, Discover & Co., 5.50%, 3/24/98......... 28,900,000 28,900,000
--------------
528,041,989
--------------
Chemicals-0.2%
Henkel Corp., 5.61%, 9/11/97(3)...................................... 6,185,000 6,115,604
--------------
Commercial Finance-16.9%
CIT Group Holdings, Inc.:
5.58%, 11/20/97(1).................................................. 15,000,000 14,995,578
5.60%, 5/22/98(1)................................................... 15,000,000 14,990,973
5.60%, 8/26/97...................................................... 10,000,000 9,912,889
5.625%, 9/17/97(1).................................................. 20,000,000 19,996,901
5.63%, 7/17/97...................................................... 10,000,000 9,974,978
5.764%, 3/11/98(1).................................................. 38,500,000 38,500,000
Countrywide Home Loans:
5.57%, 7/1/97....................................................... 15,000,000 15,000,000
5.57%, 7/9/97....................................................... 32,000,000 31,960,391
5.59%, 9/18/97...................................................... 20,000,000 19,754,661
5.61%, 8/27/97...................................................... 10,000,000 9,911,175
5.62%, 8/14/97...................................................... 10,000,000 9,931,311
5.62%, 8/26/97...................................................... 75,000,000 74,343,556
FINOVA Capital Corp.:
5.30%, 7/14/97...................................................... 5,000,000 4,990,431
5.40%, 7/1/97....................................................... 10,000,000 10,000,000
5.40%, 7/21/97...................................................... 5,000,000 4,985,000
5.43%, 7/10/97...................................................... 5,000,000 4,993,212
5.44%, 7/7/97....................................................... 10,000,000 9,990,775
5.47%, 7/11/97...................................................... 10,000,000 9,984,806
5.47%, 7/16/97...................................................... 5,000,000 4,988,604
5.61%, 10/30/97..................................................... 15,000,000 14,717,162
5.61%, 11/21/97..................................................... 8,000,000 7,821,727
5.61%, 11/7/97...................................................... 5,000,000 4,899,487
5.62%, 11/10/97..................................................... 5,000,000 4,896,967
5.63%, 12/4/97...................................................... 15,000,000 14,634,050
5.63%, 8/21/97...................................................... 10,000,000 9,920,242
5.64%, 11/14/97..................................................... 13,000,000 12,723,013
5.64%, 9/8/97....................................................... 10,000,000 9,891,900
5.65%, 9/19/97...................................................... 15,000,000 14,811,667
5.69%, 12/11/97..................................................... 20,000,000 19,484,739
</TABLE>
7
<PAGE>
Statement of Investments June 30, 1997 (Unaudited) (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- ------------
<S> <C> <C>
Commercial Finance (Continued)
Heller Financial, Inc.:
5.71%, 10/1/97(1) .................................... $20,000,000 $ 19,998,992
5.71%, 10/10/97(1) .................................... 13,000,000 12,999,281
5.72%, 8/27/97 ....................................... 15,000,000 14,864,150
5.73%, 9/9/97 .......................................... 15,000,000 14,832,875
5.74%, 11/13/97 ....................................... 15,000,000 14,677,125
5.75%, 12/15/97 ....................................... 9,000,000 8,759,938
5.75%, 7/16/97 ....................................... 10,000,000 9,976,042
5.75%, 9/4/97 .......................................... 10,000,000 9,896,181
5.75%, 9/8/97 .......................................... 7,000,000 6,922,854
5.80%, 10/9/97 ....................................... 20,000,000 19,677,778
5.80%, 12/22/97 ....................................... 15,000,000 14,579,500
5.831%, 12/18/97(1) .................................... 15,000,000 15,000,000
------------
595,190,911
------------
Computer Software-0.6%
First Data Corp.:
5.58%, 12/16/97 ....................................... 15,000,000 14,609,400
5.605%, 1/27/98 ....................................... 8,000,000 7,738,433
------------
22,347,833
------------
Conglomerates-0.5%
Mitsubishi International Corp.:
5.60%, 9/15/97 ....................................... 9,800,000 9,684,142
5.61%, 8/20/97 ....................................... 10,000,000 9,922,083
------------
19,606,225
------------
Consumer Finance-1.9%
Island Finance Puerto Rico, Inc.:
5.60%, 9/10/97 ....................................... 6,000,000 5,933,733
5.61%, 8/25/97 ....................................... 10,000,000 9,914,292
5.61%, 8/29/97 ....................................... 8,000,000 7,926,447
Sears Roebuck Acceptance Corp.:
5.60%, 8/25/97 ....................................... 10,000,000 9,914,444
6.20%, 7/1/97 .......................................... 31,800,000 31,800,000
------------
65,488,916
------------
Diversified Financial-7.0%
Associates Corp. of North America, 5.65%, 7/14/97 ...... 15,000,000 14,969,396
Ford Motor Credit Corp., 5.57%, 11/20/97 ............... 30,000,000 29,340,883
General Electric Capital Corp.:
5.37%, 7/10/97 ....................................... 10,000,000 9,986,575
5.40%, 7/8/97 .......................................... 10,000,000 9,989,500
5.57%, 11/28/97 ....................................... 25,000,000 24,419,792
</TABLE>
8
<PAGE>
Statement of Investments June 30, 1997 (Unaudited) (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- ------------
<S> <C> <C>
Diversified Financial (Continued)
5.59%, 9/15/97........................................... $25,000,000 $ 24,704,972
5.75%, 7/2/97............................................ 25,000,000 24,996,007
General Electric Capital Services, 5.36%, 7/16/97......... 7,000,000 6,984,367
General Motors Acceptance Corp.:
5.31%, 8/6/97............................................ 31,000,000 30,835,150
5.41%, 7/15/97........................................... 8,000,000 7,983,169
5.45%, 7/14/97........................................... 7,000,000 6,986,224
5.61%, 12/22/97.......................................... 7,000,000 6,810,195
5.73%, 11/18/97.......................................... 15,000,000 14,665,750
5.73%, 11/24/97.......................................... 8,000,000 7,814,093
5.75%, 4/21/98(1)........................................ 15,000,000 14,993,808
Prudential Funding Corp., 5.685%, 5/5/98(1)............... 10,000,000 9,997,964
------------
245,477,845
------------
Electronics-2.6%
Avnet, Inc.:
5.55%, 8/6/97............................................ 10,000,000 9,943,400
5.67%, 7/14/97........................................... 10,000,000 9,979,525
Mitsubishi Electric Finance America, Inc.:
5.63%, 8/20/97........................................... 10,000,000 9,921,806
5.63%, 9/3/97(3)......................................... 35,000,000 34,649,689
5.65%, 8/27/97(3)........................................ 7,000,000 6,937,379
5.66%, 8/6/97(3)......................................... 13,825,000 13,746,624
5.67%, 7/23/97(3)........................................ 5,000,000 4,982,675
------------
90,161,098
------------
Healthcare/Supplies & Services-1.3%
American Home Products Corp.:
5.62%, 9/8/97(3)......................................... 25,000,000 24,730,708
5.63%, 7/14/97(3)........................................ 9,871,000 9,850,932
5.63%, 9/3/97(3)......................................... 10,000,000 9,899,911
------------
44,481,551
------------
Industrial Services-0.5%
Atlas Copco AB, 5.625%, 8/25/97(3)........................ 5,000,000 4,957,031
PHH Corp.:
5.658%, 1/27/98(1)....................................... 5,000,000 4,999,091
5.698%, 1/15/98(1)....................................... 8,000,000 7,999,577
------------
17,955,699
------------
</TABLE>
9
<PAGE>
Statement of Investments June 30, 1997 (Unaudited) (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- ------------
<S> <C> <C>
Insurance-8.7%
Allstate Life Insurance Co., 5.691%, 7/1/97(1)................... $10,000,000 $ 10,000,000
General American Life Insurance Co., 5.89%, 7/1/97(1)............ 30,000,000 30,000,000
Jackson National Life Insurance Co.:
5.71%, 3/1/98(1)................................................ 30,000,000 30,000,000
5.711%, 8/1/98(1)............................................... 15,000,000 15,000,000
Pacific Mutual Life Insurance Co., 5.756%, 7/21/97(1)(2)......... 30,000,000 30,000,000
Protective Life Insurance Co.:
5.751%, 4/1/98(1)............................................... 10,000,000 10,000,000
5.841%, 7/21/97(1)(2)........................................... 20,000,000 20,000,000
5.773%, 1/31/00(1).............................................. 60,000,000 60,000,000
TransAmerica Life Insurance & Annuity Co.:
5.687%, 5/15/98(1).............................................. 10,000,000 10,000,000
5.691%, 10/15/97(1)............................................. 25,000,000 25,000,000
5.691%, 8/7/97(1)............................................... 25,000,000 25,000,000
5.691%, 9/30/97(1).............................................. 20,000,000 20,000,000
TransAmerica Occidental Corp., 5.691%, 9/29/97(1)................ 20,000,000 20,000,000
------------
305,000,000
------------
Leasing & Factoring-1.9%
American Honda Finance Corp.:
5.62%, 7/31/97.................................................. 25,000,000 24,882,917
5.65%, 8/4/97................................................... 10,000,000 9,946,639
5.812%, 6/16/98(1).............................................. 5,000,000 5,000,000
International Lease Finance Corp.:
5.27%, 7/17/97.................................................. 8,000,000 7,981,262
5.27%, 7/21/97.................................................. 10,000,000 9,970,722
The Hertz Corp., 5.60%, 9/2/97................................... 8,000,000 7,921,600
------------
65,703,140
------------
Manufacturing-0.1%
Rexam PLC, 5.67%, 8/12/97(3)..................................... 2,535,000 2,518,231
------------
Metals/Mining-0.4%
RTZ America, Inc.:
5.57%, 12/22/97(3).............................................. 5,500,000 5,351,931
5.58%, 12/19/97(3).............................................. 8,000,000 7,787,960
------------
13,139,891
------------
</TABLE>
10
<PAGE>
Statement of Investments June 30, 1997 (Unaudited) (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- ------------
<S> <C> <C>
Nondurable Household Goods-1.0%
Avon Capital Corp.:
5.63%, 9/8/97(3)............................................................ $ 8,000,000 $ 7,913,673
5.64%, 8/28/97(3)........................................................... 23,000,000 22,791,007
Newell Co., 5.60%, 10/17/97(3)............................................... 5,000,000 4,916,000
------------
35,620,680
------------
Oil-Integrated-0.4%
Repsol International Finance BV, 5.35%, 7/1/97............................... 15,000,000 15,000,000
------------
Savings & Loans-1.7%
First Bank FSB, 5.658%, 8/29/97(1)........................................... 7,000,000 6,999,889
Great Western Bank FSB:
5.61%, 9/17/97.............................................................. 7,000,000 6,914,915
5.62%, 8/27/97.............................................................. 35,000,000 34,688,954
5.62%, 9/11/97.............................................................. 10,000,000 9,887,800
------------
58,491,558
------------
Special Purpose Financial-15.1%
Asset Backed Capital Finance, Inc.:
5.60%, 11/17/97(3).......................................................... 4,000,000 3,913,511
5.65%, 7/8/97(3)............................................................ 17,400,000 17,380,884
5.66%, 3/16/98(1)(2)........................................................ 5,000,000 4,998,416
5.67%, 12/1/97(3)........................................................... 23,200,000 22,640,938
5.687%, 12/15/97(1)(2)...................................................... 15,000,000 14,997,563
Asset Backed Securities Investment Trust-Series 1997A, 5.738% 2/16/98(1)(2) 15,000,000 14,999,063
Asset Securitization Cooperative Corp.:
5.63%, 8/4/97(3)............................................................ 10,000,000 9,946,828
5.64%, 7/7/97(3)............................................................ 55,000,000 54,948,300
Beta Finance, Inc.:
5.61%, 9/5/97(3)............................................................ 9,000,000 8,907,435
5.62%, 9/26/97(3)........................................................... 12,000,000 11,837,020
5.62%, 9/8/97(3)............................................................ 8,000,000 7,913,827
Corporate Asset Funding Co., Inc.:
5.60%, 12/12/97(3).......................................................... 18,000,000 17,540,800
5.60%, 8/25/97(3)........................................................... 15,000,000 14,871,667
CXC, Inc.:
5.59%, 9/8/97(3)............................................................ 15,000,000 14,839,288
5.62%, 11/17/97(3).......................................................... 5,000,000 4,891,503
5.62%, 7/3/97(3)............................................................ 10,000,000 9,996,878
5.62%, 8/15/97(3)........................................................... 7,000,000 6,950,825
5.62%, 9/3/97(3)............................................................ 20,000,000 19,800,178
5.63%, 7/9/97(3)............................................................ 10,000,000 9,987,489
</TABLE>
11
<PAGE>
Statement of Investments June 30, 1997 (Unaudited) (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- -------------
<S> <C> <C>
Special Purpose Financial (Continued)
Enterprise Funding Corp.:
5.61%, 8/11/97(3).......................................... $10,000,000 $ 9,936,108
5.64%, 8/28/97(3).......................................... 20,097,000 19,914,385
5.65%, 12/10/97(3)......................................... 10,000,000 9,745,750
5.65%, 7/16/97(3).......................................... 8,000,000 7,981,167
Falcon Asset Securitization Corp.:
5.60%, 7/28/97(3).......................................... 38,400,000 38,238,720
5.67%, 8/18/97(3).......................................... 10,800,000 10,718,352
New Center Asset Trust, 5.27%, 7/28/97...................... 20,000,000 19,920,950
Preferred Receivables Funding Corp.:
5.40%, 7/10/97............................................. 5,375,000 5,367,744
5.62%, 8/28/97............................................. 10,350,000 10,256,287
RACERS:
Series 1996-MM-12-3, 5.687%, 12/15/97(1)(2)................ 15,000,000 15,000,000
Series 1997-MM-1-1, 5.687%, 1/15/98(1)(2).................. 12,000,000 11,997,414
Sigma Finance, Inc.:
5.60%, 10/15/97(3)......................................... 13,000,000 12,785,644
5.60%, 12/4/97(3).......................................... 3,000,000 2,927,200
5.61%, 8/27/97(3).......................................... 6,500,000 6,442,264
5.62%, 9/10/97(3).......................................... 15,000,000 14,833,742
5.64%, 8/28/97(3).......................................... 10,000,000 9,909,133
5.68%, 7/25/97(3).......................................... 13,000,000 12,950,773
5.69%, 11/26/97(3)......................................... 5,000,000 4,883,039
5.70%, 8/19/97(3).......................................... 10,000,000 9,922,417
SMM Trust 1996-B, 5.738%, 8/4/97(1)(2)...................... 10,000,000 10,000,000
SMM Trust 1997-I, 5.687%, 5/29/98(1)(2)..................... 10,000,000 10,000,000
TIERS Series DCMT 1996-A, 5.717%, 10/15/97(1)(2)............ 5,000,000 5,000,000
-------------
530,093,502
-------------
Specialty Retailing-0.6%
St. Michael Finance Ltd., 5.61%, 9/11/97.................... 22,000,000 21,753,160
-------------
Total Short-Term Notes...................................... 2,818,155,550
-------------
U.S. Government Obligations-1.3%
Federal Home Loan Bank, 5.67%, 8/1/97(1).................... 34,000,000 33,997,453
Student Loan Marketing Assn., 5.82%, 1/23/98................ 10,000,000 9,999,153
-------------
Total U.S. Government Obligations (Cost $43,996,606)........ 43,996,606
-------------
</TABLE>
12
<PAGE>
Statement of Investments June 30, 1997 (Unaudited) (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
Foreign Government Obligations-0.9%
Bayerische Landesbank Girozentrale, 5.80%, 7/29/97(1)............... $ 15,000,000 $ 15,000,000
Swedish Export Credit Corp., 5.36%, 7/9/97.......................... 15,000,000 14,982,133
--------------
Total Foreign Government Obligations................................ 29,982,133
--------------
Municipal Bonds and Notes-0.1%
Virginia Housing Development Authority Series 1997-A-STEM 11, 5.85%,
12/30/97........................................................... 5,000,000 4,998,647
--------------
Total Investments, at Value......................................... 97.6% 3,426,662,366
Other Assets Net of Liabilities..................................... 2.4 84,564,549
------------ --------------
Net Assets.......................................................... 100.0% $3,511,226,915
============ ==============
</TABLE>
Short-term notes, bankers' acceptances, direct bank obligations and letters of
credit are generally traded on a discount basis; the interest rate is the
discount rate received by the Fund at the time of purchase. Other securities
normally bear interest at the rates shown.
1. Floating or variable rate obligation. The interest rate, which is based on
specific, or an index of, market interest rates, is subject to change
periodically and is the effective rate on June 30, 1997. This instrument
may also have a demand feature which allows the recovery of principal at
any time, or at specified intervals not exceeding one year, on up to 30
days' notice. Maturity date shown represents effective maturity based on
variable rate and, if applicable, demand feature.
2. Restricted securities which are considered illiquid, by virtue of the
absence of a readily available market or because of legal or contractual
restrictions on resale, amount to $197,146,456, or 5.61% of the Fund's net
assets. The Fund may not invest more than 10% of its net assets (determined
at the time of purchase) in illiquid securities.
3. Restricted securities, including those issued in exempt transactions without
registration under the Securities Act of 1933 (the Act), amounting to
$607,255,287, or 17.29% of the Fund's net assets, have been determined to
be liquid pursuant to guidelines adopted by the Board of Directors.
See accompanying Notes to Financial Statements.
13
<PAGE>
Statement of Assets and Liabilities June 30, 1997 (Unaudited)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<S> <C>
ASSETS:
Investments, at value-see accompanying statement............................. $3,426,662,366
Cash......................................................................... 422,403
Receivables:
Shares of capital stock sold................................................ 109,823,219
Interest.................................................................... 9,973,808
Other....................................................................... 362,050
--------------
Total assets............................................................... 3,547,243,846
--------------
LIABILITIES:
Payables and other liabilities:
Shares of capital stock redeemed............................................ 29,590,330
Dividends................................................................... 5,237,092
Transfer and shareholder servicing agent fees............................... 534,261
Service plan fees........................................................... 206,544
Other....................................................................... 448,704
--------------
Total liabilities.......................................................... 36,016,931
--------------
NET ASSETS................................................................... $3,511,226,915
==============
COMPOSITION OF NET ASSETS:
Par value of shares of capital stock......................................... $ 351,106,706
Additional paid-in capital................................................... 3,159,960,353
Accumulated net realized gain on investment transactions..................... 159,856
--------------
NET ASSETS-applicable to 3,511,067,059 shares of capital stock outstanding... $3,511,226,915
==============
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE............... $ 1.00
==============
</TABLE>
See accompanying Notes to Financial Statements.
14
<PAGE>
Statement of Operations For the Six Months Ended June 30, 1997 (Unaudited)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest........................................................................... $ 97,897,308
------------
EXPENSES:
Management fees-Note 3............................................................. 6,569,757
Service plan fees-Note 3........................................................... 3,477,939
Transfer and shareholder servicing agent fees-Note 3............................... 2,157,975
Shareholder reports................................................................ 367,033
Legal and auditing fees............................................................ 25,806
Custodian fees and expenses........................................................ 139,130
Registration and filing fees....................................................... 19,356
Directors' fees and expenses....................................................... 10,831
Other.............................................................................. 8,039
------------
Total expenses..................................................................... 12,775,866
Less assumption of expenses by Centennial Asset Management Corporation-Note 3...... (956,999)
------------
Net expenses....................................................................... 11,818,867
------------
NET INVESTMENT INCOME.............................................................. 86,078,441
NET REALIZED GAIN ON INVESTMENTS................................................... 22,893
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............................... $ 86,101,334
============
</TABLE>
See accompanying Notes to Financial Statements.
15
<PAGE>
Statements of Changes in Net Assets
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1997 Year Ended
(Unaudited) December 31, 1996
--------------- -----------------
<S> <C> <C>
OPERATIONS:
Net investment income................................................. $ 86,078,441 $ 173,243,313
Net realized gain..................................................... 22,893 2,534
-------------- --------------
Net increase in net assets resulting from operations.................. 86,101,334 173,245,847
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS........................... (86,078,441) (173,245,601)
CAPITAL STOCK TRANSACTIONS:
Net increase (decrease) in net assets resulting from capital stock
transactions-Note 2.................................................. (90,285,048) 77,763,723
-------------- --------------
NET ASSETS:
Total increase (decrease)............................................. (90,262,155) 77,763,969
Beginning of period................................................... 3,601,489,070 3,523,725,101
-------------- --------------
End of period......................................................... $3,511,226,915 $3,601,489,070
============== ==============
</TABLE>
See accompanying Notes to Financial Statements.
16
<PAGE>
Financial Highlights
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------
Six Months
Ended June 30,
1997 (Unaudited) 1996 1995 1994 1993 1992
------------------ ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning
of period..................................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment
operations-net investment
income and net realized gain.................. .02 .05 .05 .04 .03 .03
Dividends and distributions to
shareholders.................................. (.02) (.05) (.05) (.04) (.03) (.03)
--------- ------ ------ ------ ------ ------
Net asset value, end of period................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ====== ====== ====== ====== ======
TOTAL RETURN, AT
NET ASSET VALUE(1)............................ 2.44% 4.93% 5.47% 3.77% 2.69% 3.54%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions)........ $ 3,511 $3,602 $3,524 $2,958 $3,589 $4,061
Average net assets (in millions)............... $ 3,546 $3,591 $3,379 $3,378 $3,940 $4,760
Ratios to average net assets:
Net investment income.......................... 4.90%(2) 4.82% 5.32% 3.64% 2.67% 3.50%
Expenses, before voluntary
assumption by the Manager..................... 0.73%(2) 0.68% 0.71% 0.74% 0.74% 0.70%
Expenses, net of voluntary
assumption by the Manager..................... 0.67%(2) 0.67% N/A 0.73% N/A N/A
</TABLE>
1. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are
not annualized for periods of less than one full year. Total returns
reflect changes in net investment income only.
2. Annualized.
See accompanying Notes to Financial Statements.
17
<PAGE>
Notes to Financial Statements (Unaudited)
Daily Cash Accumulation Fund, Inc.
1. Significant Accounting Policies
Daily Cash Accumulation Fund, Inc. (the Fund) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Fund's investment objective is to seek the maximum
current income that is consistent with low capital risk and the maintenance of
liquidity. The Fund seeks to achieve this objective by investing in "money
market" securities meeting specified quality standards. The Fund's investment
adviser is Centennial Asset Management Corporation (the Manager), a subsidiary
of OppenheimerFunds, Inc. (OFI). The following is a summary of significant
accounting policies consistently followed by the Fund.
Investment Valuation-Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
Federal Taxes-The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required.
Distributions to Shareholders-The Fund intends to declare dividends from net
investment income each day the New York Stock Exchange is open for business and
pay such dividends monthly. To effect its policy of maintaining a net asset
value of $1.00 per share, the Fund may withhold dividends or make distributions
of net realized gains.
Other-Investment transactions are accounted for on the date the investments are
purchased or sold (trade date). Realized gains and losses on investments are
determined on an identified cost basis, which is the same basis used for
federal income tax purposes.
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 income and expenses during the reporting period. Actual
results could differ from those estimates.
18
<PAGE>
Notes to Financial Statements (Unaudited) (Continued)
Daily Cash Accumulation Fund, Inc.
2. Capital Stock
The Fund has authorized 15 billion shares of $0.10 par value capital stock.
Transactions in shares of capital stock were as follows:
<TABLE>
<CAPTION>
Six Months Ended June 30, 1997 Year Ended December 31, 1996
----------------------------------------- -----------------------------------------
Shares Amount Shares Amount
-------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Sold......................... 3,494,880,002 $ 3,494,880,002 7,263,772,507 $ 7,263,772,507
Dividends and distributions
reinvested................. 79,091,318 79,091,318 170,695,960 170,695,960
Redeemed..................... (3,664,256,368) (3,664,256,368) (7,356,704,744) (7,356,704,744)
---------------- ----------------- ---------------- -----------------
Net increase (decrease)...... (90,285,048) $ (90,285,048) 77,763,723 $ 77,763,723
================ ================= ================ =================
</TABLE>
3. Management Fees and Other Transactions with Affiliates
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Fund which provides for a fee of 0.45% of the first
$500 million of net assets; 0.425% of the next $500 million; 0.40% of the next
$500 million; 0.375% of the next $500 million; 0.35% of the next $500 million;
0.325% of the next $500 million; 0.30% of the next $500 million; 0.275% of the
next $500 million; and 0.25% of net assets in excess of $4 billion.
Independent of the investment advisory agreement with the Fund, effective
December 1, 1994, the Manager has voluntarily agreed to assume the Fund's
expenses to the level needed to enable the Fund's seven-day yield (computed in
accordance with procedures specified pursuant to regulations adopted under the
Investment Company Act of 1940) to at least equal the seven-day yield of
Centennial Money Market Trust, a related Fund for which the Manager also serves
as investment adviser.
Shareholder Services, Inc. (SSI), a subsidiary of OFI, is the transfer and
shareholder servicing agent for the Fund, and for other registered investment
companies. SSI's total costs of providing such services are allocated ratably
to these companies.
Under an approved plan of distribution, the Fund may expend up to 0.20% of its
net assets annually to reimburse certain securities dealers and other financial
institutions and organizations for costs incurred in distributing Fund shares.
4. Subsequent Event
On June 24, 1997, the Board of Directors approved the reorganization of Daily
Cash Accumulation Fund with and into Centennial Money Market Trust.
Shareholders of Daily Cash Accumulation Fund will be asked to approve a
reorganization whereby shareholders of Daily Cash Accumulation Fund would
receive shares of Centennial Money Market Trust and Daily Cash Accumulation
Fund would be liquidated. If shareholder approval is received, it is expected
that the reorganization will occur on or about November 21, 1997.
19
<PAGE>
<TABLE>
<CAPTION>
Pro Forma Combining Statements of Assets and Liabilities June 30, 1997 (Unaudited)
Centennial Money Market Trust and Daily Cash Accumulation Fund, Inc.
Pro Forma
Centennial Daily Cash Combined
Money Market Accumulation ProForma Centennial Money
Trust Fund, Inc.(1) Adjustments Market Trust
--------------------------------------------------------------------
ASSETS:
<S> <C> <C> <C> <C>
Investments, at value $8,779,329,984 $3,426,662,366 $12,205,992,350
Cash 794,723 422,403 1,217,126
Receivables:
Interest 24,187,765 9,973,808 34,161,573
Shares of beneficial interest/capital stock sold 373,361,415 109,823,219 483,184,634
Other 80,687 362,050 442,737
--------------------------------------------------------------------
Total assets 9,177,754,574 3,547,243,846 12,724,998,420
--------------------------------------------------------------------
LIABILITIES:
Payables and other liabilities:
Dividends 13,441,882 5,237,092 18,678,974
Shares of beneficial interest/capital stock redeemed 99,776,201 29,590,330 129,366,531
Trustees'/directors' fees 4,008 - 4,008
Transfer and shareholder servicing agent fees - 534,261 534,261
Service plan fees 530,348 206,544 736,892
Other 1,035,254 448,704 1,483,958
--------------------------------------------------------------------
Total liabilities 114,787,693 36,016,931 150,804,624
--------------------------------------------------------------------
NET ASSETS $9,062,966,881 $3,511,226,915 $12,574,193,796
====================================================================
COMPOSITION OF NET ASSETS:
Par value of shares of capital stock $ 0 $ 351,106,706 $(351,106,706)(2) $ 0
Paid-in capital 9,062,904,841 3,159,960,353 351,106,706 (2) 12,573,971,900
Accumulated net realized gain on investment transactions 62,040 159,856 221,896
--------------------------------------------------------------------
NET ASSETS $9,062,966,881 $3,511,226,915 $ 0 $12,574,193,796
====================================================================
Net Asset Value, Redemption Price and Offering Price
Per Share
Net asset value, redemption price and offering price
per share (based on net assets of $9,062,966,881,
$3,511,226,915, and $12,574,193,796 and 9,062,904,841,
3,511,067,059 and 12,574,133,409 shares of beneficial
interest outstanding for Centennial Money Market Trust,
Daily Cash Accumulation Fund, Inc. and Combined Centennial
Money Market Trust, respectively) $1.00 $1.00 $1.00
(1) Daily Cash Accumulation Fund, Inc. shares will be exchanged for Centennial
Money Market Trust shares.
(2) Par value of shares of capital stock is not in effect for Centennial
Money Market Trust.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Pro Forma Combining Statements of Operations For The Year Ended June 30, 1997 (Unaudited)
Centennial Money Market Trust and Daily Cash Accumulation Fund, Inc.
Pro Forma
Centennial Daily Cash Combined
Money Market Accumulation ProForma Centennial Money
Trust Fund, Inc.(3) Adjustments Market Trust
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME - Interest $443,824,705 $195,668,809 $ $639,493,514
--------------------------------------------------------------------
EXPENSES:
Management fees 32,755,568 13,220,242 (6,511,620)(1) 39,464,190
Service plan fees 16,003,021 7,006,330 23,009,351
Transfer and shareholder servicing agent fees 5,938,571 3,498,241 9,436,812
Custodian fees and expenses 812,579 474,114 1,286,693
Legal and auditing fees 75,976 48,195 (45,195)(2) 78,976
Shareholder reports 774,249 592,412 (125,000)(2) 1,241,661
Trustees/directors' fees and expenses 44,237 29,877 (26,877)(2) 47,237
Registration and filing fees(3) 2,077,649 288,795 2,366,444
Other 64,846 21,128 85,974
--------------------------------------------------------------------
Total expenses 58,546,696 25,179,334 (6,708,692) 77,017,338
--------------------------------------------------------------------
Less assumption of expenses by Centennial Asset
Management Corp. (4,890,123) (1,398,800) 6,288,923 (4) -
--------------------------------------------------------------------
Net expenses 53,656,573 23,780,534 (419,769) 77,017,338
-------------------------------------------------------------------
NET INVESTMENT INCOME 390,168,132 171,888,275 419,769 562,476,176
--------------------------------------------------------------------
REALIZED GAIN ON INVESTMENTS 12,890 7,131 20,021
--------------------------------------------------------------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $390,181,022 $171,895,406 $ 419,769 $562,496,197
====================================================================
(1) The Manager has agreed to amend its Investment Advisory Agreement with Money
Market Trust to incorporate the voluntary fee waiver into the management fee
upon the completion of the Reorganization. The effective fee upon completion of
the Reorganiztion will be: 0.50% on the first $250 million of the net assets
with a reduction of 0.025% on each $250 million thereafter to $1.50 billion,
0.35% on net assets in excess of $1.50 billion but less than $2 billion and
0.325% on net assets in excess of $2 billion.
(2) Elimination of duplicate expense.
(3) Does not include the registration and filing fees for Daily Cash
Accumulation Fund, Inc. for the filing of additional shares acquired through
the merger.
(4) Expense assumption is not in effect upon completion of the Reorganization.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
PRO FORMA COMBINING STATEMENT OF INVESTMENTS June 30, 1997(Unaudited)
Centennial Money Market Trust and Daily Cash Accumulation Fund, Inc.
FACE AMOUNT VALUE
---------------------------------------- ----------------------------------------------
Centennial Daily Cash Centennial Daily Cash
Money Market Accumulation Combined Money Market Accumulation Combined
Trust Fund, Inc. Pro Forma Trust Fund, Inc. Pro Forma
===================================================================================================================================
BANKERS' ACCEPTANCES - 0.4%
- -----------------------------------------------------------------------------------------------------------------------------------
BankBoston, N.A.:
<S> <C> <C> <C> <C> <C> <C>
5.28%, 8/18/97 $ 18,000,000 $ 7,000,000 $ 25,000,000 $ 17,873,280 $ 6,950,720 $ 24,824,000
5.60%, 10/24/97 -- 5,000,000 5,000,000 -- 4,910,555 4,910,555
- -----------------------------------------------------------------------------------------------------------------------------------
Barnett Banks, Inc., 5.59%, 11/25/97 10,000,000 -- 10,000,000 9,771,742 -- 9,771,742
- -----------------------------------------------------------------------------------------------------------------------------------
Societe Generale, 5.64%, 10/15/97 -- 8,000,000 8,000,000 -- 7,867,147 7,867,147
---------------------------------------------
Total Bankers' Acceptances 27,645,022 19,728,422 47,373,444
===================================================================================================================================
CERTIFICATES OF DEPOSIT - 3.2%
- -----------------------------------------------------------------------------------------------------------------------------------
DOMESTIC CERTIFICATES OF DEPOSIT - 0.7%
- -----------------------------------------------------------------------------------------------------------------------------------
LaSalle National Bank:
5.46%, 7/1/97 20,000,000 5,000,000 25,000,000 20,000,000 5,000,000 25,000,000
5.52%, 7/9/97 17,000,000 8,000,000 25,000,000 17,000,000 8,000,000 25,000,000
5.67%, 10/17/97 25,000,000 -- 25,000,000 25,000,000 -- 25,000,000
5.53%, 7/2/97 -- 10,000,000 10,000,000 -- 10,000,000 10,000,000
-------------------------------------------
62,000,000 23,000,000 85,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
YANKEE CERTIFICATES OF DEPOSIT - 2.5%
- ---------------------------------------------------------------------------------------------------------------------------------
ABN Amro North America Finance, Inc.,
5.49%, 7/11/97 35,000,000 15,000,000 50,000,000 35,000,191 15,000,082 50,000,273
- ---------------------------------------------------------------------------------------------------------------------------------
Deutsche Bank AG, 5.55%, 7/3/97 10,000,000 -- 10,000,000 9,999,952 -- 9,999,952
- ---------------------------------------------------------------------------------------------------------------------------------
Deutsche Bank AG, 5.55%, 7/14/97 -- 10,000,000 10,000,000 -- 10,000,035 10,000,035
- ---------------------------------------------------------------------------------------------------------------------------------
Societe Generale:
5.45%, 7/14/97 25,000,000 -- 25,000,000 25,000,398 -- 25,000,398
5.68%, 8/21/97 18,000,000 7,000,000 25,000,000 18,000,206 7,000,081 25,000,287
5.68%, 8/21/97 20,000,000 10,000,000 30,000,000 19,999,850 9,999,925 29,999,775
5.72%, 10/21/97 30,000,000 10,000,000 40,000,000 29,969,410 9,989,803 39,959,213
5.75%, 12/23/97 15,000,000 15,000,000 30,000,000 15,000,000 15,000,000 30,000,000
5.75%, 12/23/97 10,000,000 15,000,000 25,000,000 10,000,000 15,000,000 25,000,000
5.75%, 8/18/97 15,000,000 -- 15,000,000 15,000,000 -- 15,000,000
5.75%, 8/8/97 15,000,000 10,000,000 25,000,000 15,000,000 10,000,000 25,000,000
5.92%, 9/17/97 20,000,000 10,000,000 30,000,000 20,012,065 10,006,032 30,018,097
-------------------------------------------
212,982,072 101,995,958 314,978,030
-------------------------------------------
Total Certificates of Deposit 274,982,072 124,995,958 399,978,030
=================================================================================================================================
DIRECT BANK OBLIGATIONS - 5.5%
- ---------------------------------------------------------------------------------------------------------------------------------
Abbey National North America Corp.:
5.275%, 8/21/97 20,000,000 10,000,000 30,000,000 19,850,542 9,925,271 29,775,813
5.39%, 7/11/97 72,000,000 10,000,000 82,000,000 71,892,339 9,985,014 81,877,353
- ---------------------------------------------------------------------------------------------------------------------------------
ABN Amro North America Finance, Inc.:
5.28%, 7/23/97 50,000,000 10,000,000 60,000,000 49,835,611 9,967,122 59,802,733
5.37%, 7/11/97 35,000,000 15,000,000 50,000,000 34,947,792 14,977,625 49,925,417
- ---------------------------------------------------------------------------------------------------------------------------------
Bank One Dayton N.A., 5.70%, 11/3/97(1) 15,000,000 -- 15,000,000 14,997,187 -- 14,997,187
- ---------------------------------------------------------------------------------------------------------------------------------
BankBoston, N.A.:
5.05%, 1/20/98 15,000,000 -- 15,000,000 15,000,000 -- 15,000,000
5.53%, 7/11/97 15,000,000 10,000,000 25,000,000 15,000,000 10,000,000 25,000,000
5.69%, 8/27/97 30,000,000 -- 30,000,000 30,000,000 -- 30,000,000
5.69%, 8/29/97 40,000,000 10,000,000 50,000,000 40,000,000 10,000,000 50,000,000
5.69%, 9/8/97 15,000,000 5,000,000 20,000,000 15,000,000 5,000,000 20,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Bankers Trust Co., New York:
5.37%, 12/10/97(1) 17,000,000 8,000,000 25,000,000 16,998,186 7,999,147 24,997,333
5.60%, 11/26/97(1) 25,000,000 10,000,000 35,000,000 24,993,026 9,997,210 34,990,236
5.66%, 6/9/98(1) 17,000,000 8,000,000 25,000,000 16,992,249 7,996,352 24,988,601
5.70%, 10/17/97(1) 10,000,000 -- 10,000,000 9,999,126 -- 9,999,126
5.70%, 4/3/98(1) 10,000,000 -- 10,000,000 9,996,809 -- 9,996,809
5.71%, 4/15/98(1) 5,000,000 -- 5,000,000 5,000,000 -- 5,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
CoreStates Capital Corp., 5.608%,
12/18/97(1) 13,000,000 -- 13,000,000 12,996,562 -- 12,996,562
- ---------------------------------------------------------------------------------------------------------------------------------
FCC National Bank:
5.60%, 5/8/98(1) 20,000,000 10,000,000 30,000,000 19,993,336 9,996,668 29,990,004
5.63%, 8/21/97(1) 20,000,000 -- 20,000,000 19,999,595 -- 19,999,595
- ---------------------------------------------------------------------------------------------------------------------------------
Huntington National Bank, 5.53%, 7/9/97 15,000,000 -- 15,000,000 15,000,000 -- 15,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
National Westminster Bank of Canada:
5.38%, 7/2/97 7,000,000 -- 7,000,000 6,998,954 -- 6,998,954
5.38%, 7/7/97 15,000,000 -- 15,000,000 14,986,550 -- 14,986,550
- ---------------------------------------------------------------------------------------------------------------------------------
Societe Generale North America, Inc.:
5.39%, 7/14/97 20,000,000 15,000,000 35,000,000 19,961,072 14,970,804 34,931,876
5.60%, 9/8/97 -- 25,000,000 25,000,000 -- 24,731,667 24,731,667
5.61%, 9/2/97 15,000,000 10,000,000 25,000,000 14,852,737 9,901,825 24,754,562
5.59%, 12/10/97 -- 8,000,000 8,000,000 -- 7,798,760 7,798,760
- ---------------------------------------------------------------------------------------------------------------------------------
Westdeutsche Landesbank Girozentrale,
5.58%, 12/22/97 13,500,000 -- 13,500,000 13,135,905 -- 13,135,905
-------------------------------------------
Total Direct Bank Obligations 528,427,578 163,247 465 691,675,043
=================================================================================================================================
LETTERS OF CREDIT - 4.3%
- ---------------------------------------------------------------------------------------------------------------------------------
ABN Amro Bank, N.V., guaranteeing
commercial paper of: Formosa Plastics
Corp. USA-Series A:
5.60%, 8/26/97 -- 10,000,000 10,000,000 -- 9,912,889 9,912,889
5.60%, 9/22/97 -- 5,000,000 5,000,000 -- 4,935,444 4,935,444
5.63%, 8/28/97 -- 15,000,000 15,000,000 -- 14,863,942 14,863,942
- ---------------------------------------------------------------------------------------------------------------------------------
Bank of America, guaranteeing commercial
paper of Formosa Plastics Corp. USA-
Series B, 5.57%, 10/27/97 25,000,000 -- 25,000,000 24,543,569 -- 24,543,569
- ---------------------------------------------------------------------------------------------------------------------------------
Bank of America NT & SA, guaranteeing
commercial paper of: Hyundai Motor
Finance Co., 5.38%, 7/7/97 -- 5,000,000 5,000,000 -- 4,995,517 4,995,517
- ---------------------------------------------------------------------------------------------------------------------------------
Bank One, Cleveland, guaranteeing
commercial paper of: Capital One
Funding Corp.:
Series 1995F, 5.63%, 7/13/97(1)(2) 10,496,000 10,404,000 20,900,000 10,496,000 10,404,000 20,900,000
Series 1995F, 5.63%, 7/13/97(1)(2) 8,750,000 8,750,000 17,500,000 8,750,000 8,750,000 17,500,000
- ---------------------------------------------------------------------------------------------------------------------------------
Barclays Bank PLC, guaranteeing
commercial paper of:
Banco Bradesco SA-Grand Cayman Branch-
Series A, 5.58%, 10/21/97 20,000,000 -- 20,000,000 19,652,800 -- 19,652,800
Banco Bradesco SA-Grand Cayman Branch-
Series A, 5.62%, 9/4/97 20,000,000 -- 20,000,000 19,797,056 -- 19,797,056
Banco Bradesco SA-Grand Cayman Branch-
Series A, 5.65%, 12/1/97 5,000,000 5,000,000 10,000,000 4,879,937 4,881,212 9,761,149
Banco Bradesco SA-Grand Cayman Branch,
Series A, 5.69%, 12/3/97 -- 13,000,000 13,000,000 -- 12,681,518 12,681,518
Banco Bradesco SA-Grand Cayman Branch-
Series B, 5.59%, 12/2/97 22,000,000 -- 22,000,000 21,473,919 -- 21,473,919
Banco Bradesco SA-Grand Cayman Branch-
Series B, 5.62%, 12/3/97 5,000,000 5,000,000 10,000,000 4,879,014 4,879,014 9,758,028
Banco Nacionale de Mexico SA-Series B,
5.64%, 7/8/97 15,000,000 -- 15,000,000 14,983,550 -- 14,983,550
Banco Nacionale de Mexico SA-Series B,
5.63%, 7/1/97 -- 10,000,000 10,000,000 -- 10,000,000 10,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Bayerische Vereinsbank AG, guaranteeing
commercial paper of: Galicia Funding
Corp.-
Series B, 5.62%, 9/5/97(3) 10,000,000 -- 10,000,000 9,896,967 -- 9,896,967
Series A, 5.63%, 9/5/97(3) -- 10,000,000 10,000,000 -- 9,896,783 9,896,783
Series A, 5.65%, 12/5/97(3) -- 13,000,000 13,000,000 -- 12,681,421 12,681,421
- ---------------------------------------------------------------------------------------------------------------------------------
Credit Suisse, guaranteeing commercial
paper of:
CEMEX, S.A. de C.V.-Series A, 5.31%,
8/18/97 15,000,000 5,000,000 20,000,000 14,893,800 4,964,600 19,858,400
CEMEX, S.A. de C.V.-Series B, 5.61%,
8/22/97 -- 17,000,000 17,000,000 -- 16,862,243 16,862,243
CEMEX, S.A. de C.V.-Series B, 5.68%,
8/19/97 -- 5,750,000 5,750,000 -- 5,706,016 5,706,016
COSCO (Cayman) Co., Ltd., 5.59%,
10/24/97 10,000,000 5,000,000 15,000,000 9,821,431 4,910,715 14,732,146
COSCO (Cayman) Co., Ltd., 5.62%,
8/19/97 15,000,000 -- 15,000,000 14,885,258 -- 14,885,258
Daewoo International Corp., 5.45%,
7/15/97 9,000,000 6,000,000 15,000,000 8,980,925 5,987,283 14,968,208
Daewoo International Corp., 5.60%,
9/9/97 10,000,000 10,000,000 20,000,000 9,891,111 9,891,111 19,782,222
Guangdon Enterprises Ltd., 5.67%, 8/19/97 6,000,000 5,000,000 11,000,000 5,953,613 4,961,412 10,915,025
Minmetals Capitals & Securities, Inc.,
5.61%, 8/12/97 10,000,000 5,000,000 15,000,000 9,934,550 4,967,275 14,901,825
Pemex Capital, Inc.-Series B, 5.62%,
11/3/97 5,000,000 5,000,000 10,000,000 4,902,431 4,902,431 9,804,862
Pemex Capital, Inc.-Series A, 5.28%,
7/14/97 -- 25,000,000 25,000,000 -- 24,952,388 24,952,388
- ---------------------------------------------------------------------------------------------------------------------------------
Societe Generale, guaranteeing
commercial paper of:
Banco Nacionale de Comercio Exterior,
SNC-Series A, 5.61%, 11/25/97 30,000,000 5,000,000 35,000,000 29,312,775 4,885,463 34,198,238
Banco Nacionale de Comercio Exterior,
SNC-Series A, 5.61%, 12/1/97 22,500,000 -- 22,500,000 21,963,544 -- 21,963,544
Banco Nacionale de Comercio Exterior,
SNC-Series B, 5.61%, 12/1/97 10,000,000 10,000,000 20,000,000 9,761,575 9,761,575 19,523,150
Girsa Funding Corp., 5.57%, 7/2/97(3) 8,200,000 -- 8,200,000 8,198,731 -- 8,198,731
Nacional Financiera SNC-Series A,
5.60%, 8/20/97 10,000,000 -- 10,000,000 9,922,222 -- 9,922,222
Nacional Financiera SNC-Series A,
5.75%, 8/18/97 20,000,000 -- 20,000,000 19,846,667 -- 19,846,667
Nacional Financiera SNC-Series A,
5.75%, 8/18/97 -- 10,000,000 10,000,000 -- 9,923,333 9,923,333
-------------------------------------------
Total Letters of Credit 317,621,445 221,557,585 539,179,030
=================================================================================================================================
SHORT-TERM NOTES - 81.1%
- ---------------------------------------------------------------------------------------------------------------------------------
AUTOMOTIVE - 1.1%
BMW US Capital Corp.:
5.60%, 8/20/97 20,000,000 20,000,000 40,000,000 19,844,444 19,844,444 39,688,888
5.60%, 8/25/97 65,740,000 10,000,000 75,740,000 65,177,558 9,914,444 75,092,002
5.62%, 8/26/97 -- 10,425,000 10,425,000 -- 10,333,862 10,333,862
5.65%, 8/5/97 -- 10,000,000 10,000,000 -- 9,945,069 9,945,069
-------------------------------------------
85,022,002 50,037,819 135,059,821
- ---------------------------------------------------------------------------------------------------------------------------------
BANK HOLDING COMPANIES - 1.4%
Bankers Trust New York Corp., 5.39%,
7/9/97 15,000,000 25,000,000 40,000,000 14,982,033 24,970,056 39,952,089
- ---------------------------------------------------------------------------------------------------------------------------------
Barnett Banks, Inc., 5.70%, 7/7/97 35,000,000 15,000,000 50,000,000 34,966,750 14,985,750 49,952,500
- ---------------------------------------------------------------------------------------------------------------------------------
CoreStates Capital Corp., 5.61%,
7/14/97(1) 15,000,000 5,000,000 20,000,000 15,000,000 5,000,000 20,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Morgan (J.P.) & Co., Inc., 5.38%, 7/9/97 20,000,000 10,000,000 30,000,000 19,976,089 9,988,044 29,964,133
- ---------------------------------------------------------------------------------------------------------------------------------
NationsBank Corp., 5.37%, 7/8/97 9,000,000 16,000,000 25,000,000 8,990,602 15,983,293 24,973,895
- ---------------------------------------------------------------------------------------------------------------------------------
Norwest Corp., 7.70%, 11/15/97 -- 5,000,000 5,000,000 -- 5,031,092 5,031,092
-------------------------------------------
93,915,474 75,958,235 169,873,709
- ---------------------------------------------------------------------------------------------------------------------------------
BANKS - 1.5%
- ---------------------------------------------------------------------------------------------------------------------------------
BankBoston, N.A.:
5.42%, 8/19/97 25,000,000 -- 25,000,000 25,000,000 -- 25,000,000
5.69%, 9/4/97 30,000,000 -- 30,000,000 30,000,000 -- 30,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Bankers Trust Co., New York:
5.39%, 7/7/97 50,000,000 -- 50,000,000 49,955,083 -- 49,955,083
5.69%, 4/23/98(1) 10,000,000 -- 10,000,000 9,996,837 -- 9,996,837
- ---------------------------------------------------------------------------------------------------------------------------------
FCC National Bank:
5.62%, 2/20/98(1) 15,000,000 -- 15,000,000 14,995,294 -- 14,995,294
5.69%, 9/11/97 25,000,000 -- 25,000,000 25,000,000 -- 25,000,000
5.87%, 11/10/97 32,000,000 -- 32,000,000 32,008,127 -- 32,008,127
-------------------------------------------
186,955,341 -- 186,955,341
- ---------------------------------------------------------------------------------------------------------------------------------
BEVERAGES - 0.9%
Coca-Cola Enterprises, Inc.:
5.65%, 7/21/97(3) 25,000,000 -- 25,000,000 24,921,528 -- 24,921,528
5.66%, 7/24/97(3) 20,000,000 5,000,000 25,000,000 19,927,678 4,981,919 24,909,597
5.67%, 8/5/97(3) 25,000,000 -- 25,000,000 24,862,187 -- 24,862,187
5.68%, 7/14/97(3) 10,000,000 5,000,000 15,000,000 9,979,489 4,989,744 14,969,233
5.70%, 8/21/97(3) 25,000,000 -- 25,000,000 24,798,125 -- 24,798,125
-------------------------------------------
104,489,007 9,971,663 114,460,670
- ---------------------------------------------------------------------------------------------------------------------------------
BROKER/DEALERS - 15.9%
Bear Stearns Cos., Inc.:
5.42%, 10/16/97(1) -- 5,000,000 5,000,000 -- 4,999,386 4,999,386
5.43%, 4/21/98(1) -- 5,000,000 5,000,000 -- 4,999,916 4,999,916
5.44%, 5/22/98(1) 18,000,000 7,000,000 25,000,000 18,000,000 7,000,000 25,000,000
5.47% 8/1/97(1) 20,000,000 -- 20,000,000 20,000,000 -- 20,000,000
5.60%, 8/20/97 25,000,000 10,000,000 35,000,000 24,805,556 9,922,222 34,727,778
5.60%, 8/4/97 30,000,000 -- 30,000,000 29,841,333 -- 29,841,333
5.61%, 8/27/97 35,000,000 15,000,000 50,000,000 34,689,112 14,866,762 49,555,874
5.61%, 8/28/97 30,000,000 10,000,000 40,000,000 29,728,850 9,909,617 39,638,467
5.61%, 9/22/97 18,000,000 7,000,000 25,000,000 17,767,185 6,909,461 24,676,646
5.62%, 9/11/97 25,000,000 -- 25,000,000 24,719,000 -- 24,719,000
5.62%, 9/2/97 15,000,000 15,000,000 30,000,000 14,852,475 14,852,475 29,704,950
5.62%, 9/4/97 25,000,000 10,000,000 35,000,000 24,746,319 9,898,528 34,644,847
5.63%, 7/14/97 34,000,000 16,000,000 50,000,000 33,930,876 15,967,471 49,898,347
5.64%, 10/6/97 35,000,000 15,000,000 50,000,000 34,468,117 14,772,050 49,240,167
5.66%, 7/8/97 49,891,000 18,000,000 67,891,000 49,836,197 17,980,190 67,816,387
5.668%, 4/3/98(1) 15,000,000 -- 15,000,000 15,000,000 -- 15,000,000
5.677%, 2/9/98(1) 15,000,000 5,000,000 20,000,000 15,018,858 5,006,286 20,025,144
5.75%, 4/1/98(1) 10,000,000 -- 10,000,000 10,000,000 -- 10,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
CS First Boston, Inc.:
5.36%, 7/11/97 18,000,000 5,000,000 23,000,000 17,973,200 4,992,556 22,965,756
5.42%, 5/12/98(1) 20,000,000 5,000,000 25,000,000 20,000,000 5,000,000 25,000,000
5.43%, 6/2/98(1) 20,000,000 5,000,000 25,000,000 20,000,000 5,000,000 25,000,000
5.43%, 7/8/97(3) 25,000,000 -- 25,000,000 24,973,604 -- 24,973,604
5.60%, 8/28/97 25,000,000 -- 25,000,000 24,774,444 -- 24,774,444
5.617%, 3/13/98(1) 17,000,000 8,000,000 25,000,000 17,000,000 8,000,000 25,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Dean Witter, Discover & Co., 5.888%,
9/29/97 20,000,000 -- 20,000,000 20,010,940 -- 20,010,940
- ---------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs Group, L.P.:
5.60%, 9/12/97 35,000,000 15,000,000 50,000,000 34,602,556 14,829,667 49,432,223
5.61%, 9/10/97 35,000,000 15,000,000 50,000,000 34,612,754 14,834,037 49,446,791
5.62%, 10/6/97 35,000,000 10,000,000 45,000,000 34,470,003 9,848,572 44,318,575
5.62%, 9/4/97 35,000,000 15,000,000 50,000,000 34,644,847 14,847,792 49,492,639
5.62%, 9/8/97 25,000,000 -- 25,000,000 24,730,708 -- 24,730,708
5.78%, 9/22/97 30,000,000 -- 30,000,000 30,000,000 -- 30,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs Group, L.P.,
Promissory Nts.:
5.844%, 10/10/97(2) 15,000,000 6,000,000 21,000,000 15,000,000 6,000,000 21,000,000
5.87%, 11/10/97(2) 20,000,000 10,000,000 30,000,000 20,000,000 10,000,000 30,000,000
5.88%, 12/12/97(2) 35,000,000 15,000,000 50,000,000 35,000,000 15,000,000 50,000,000
5.89%, 9/4/97(2) 20,000,000 10,000,000 30,000,000 20,000,000 10,000,000 30,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.:
5.62%, 11/21/97 28,000,000 10,000,000 38,000,000 27,374,931 9,776,761 37,151,692
5.63%, 8/22/97 10,000,000 5,000,000 15,000,000 9,918,678 4,959,339 14,878,017
5.64%, 7/2/97 35,000,000 -- 35,000,000 34,994,517 -- 34,994,517
5.64%, 9/10/97 20,000,000 20,000,000 40,000,000 19,777,533 19,777,533 39,555,066
5.65%, 7/10/97 25,000,000 10,000,000 35,000,000 24,964,687 9,985,875 34,950,562
5.65%, 7/7/97 25,000,000 10,000,000 35,000,000 24,976,458 9,990,583 34,967,041
5.677%, 2/3/98(1) 15,000,000 10,000,000 25,000,000 15,000,000 10,000,000 25,000,000
5.771%, 6/18/98(1) 35,000,000 10,000,000 45,000,000 35,106,786 10,030,510 45,137,296
- ---------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch & Co., Inc.:
5.28%, 7/3/97 15,000,000 5,000,000 20,000,000 14,995,600 4,998,533 19,994,133
5.36%, 7/2/97 25,000,000 10,000,000 35,000,000 24,996,239 9,998,511 34,994,750
5.39%, 7/18/97 15,000,000 -- 15,000,000 14,961,821 -- 14,961,821
5.40%, 7/11/97 20,000,000 -- 20,000,000 19,970,000 -- 19,970,000
5.40%, 7/9/97 10,000,000 5,000,000 15,000,000 9,988,000 4,994,000 14,982,000
5.58%, 10/15/97 20,000,000 -- 20,000,000 19,671,400 -- 19,671,400
5.58%, 10/29/97 -- 20,000,000 20,000,000 -- 19,628,000 19,628,000
5.58%, 12/15/97 21,000,000 9,000,000 30,000,000 20,456,415 8,767,035 29,223,450
5.59%, 12/1/97 20,000,000 -- 20,000,000 19,524,850 -- 19,524,850
5.60%, 8/25/97 15,000,000 -- 15,000,000 14,871,667 -- 14,871,667
5.60%, 8/29/97 15,000,000 5,000,000 20,000,000 14,862,333 4,954,111 19,816,444
5.62%, 8/28/97 20,000,000 -- 20,000,000 19,818,911 -- 19,818,911
5.62%, 9/3/97 20,000,000 -- 20,000,000 19,800,178 -- 19,800,178
5.63%, 7/14/97 27,000,000 28,000,000 55,000,000 26,945,107 27,943,074 54,888,181
5.648%, 1/8/98(1) 25,000,000 15,000,000 40,000,000 24,997,449 14,998,469 39,995,918
5.65%, 7/10/97 20,000,000 10,000,000 30,000,000 19,971,750 9,985,875 29,957,625
5.68%, 10/24/97(1) 25,000,000 10,000,000 35,000,000 24,998,425 9,999,370 34,997,795
5.68%, 3/18/98(1) 15,000,000 5,000,000 20,000,000 14,997,912 4,999,304 19,997,216
5.68%, 7/16/97 25,000,000 20,000,000 45,000,000 24,940,833 19,952,667 44,893,500
5.685%, 5/26/98(1) 17,000,000 8,000,000 25,000,000 16,997,720 7,998,927 24,996,647
5.70%, 8/12/97 13,000,000 5,000,000 18,000,000 12,913,550 4,966,750 17,880,300
5.70%, 9/19/97(1) 20,000,000 -- 20,000,000 20,000,000 -- 20,000,000
5.75%, 12/19/97(1) 35,000,000 15,000,000 50,000,000 34,999,661 14,999,774 49,999,435
- ---------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley, Dean Witter, Discover &
Co., 5.50%, 3/24/98 23,744,000 28,900,000 52,644,000 23,744,000 28,900,000 52,644,000
-------------------------------------------
1,476,734,345 528,041,989 2,004,776,334
- ---------------------------------------------------------------------------------------------------------------------------------
CHEMICALS - 0.8%
Henkel Corp.:
5.58%, 10/17/97(3) 13,000,000 -- 13,000,000 12,782,380 -- 12,782,380
5.58%, 10/23/97 25,000,000 -- 25,000,000 24,558,250 -- 24,558,250
5.58%, 10/24/97(3) 25,000,000 -- 25,000,000 24,554,375 -- 24,554,375
5.61%, 9/11/97(3) 10,000,000 6,185,000 16,185,000 9,887,800 6,115,604 16,003,404
5.70%, 10/20/97(3) 29,000,000 -- 29,000,000 28,490,325 -- 28,490,325
-------------------------------------------
100,273,130 6,115,604 106,388,734
- ---------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL FINANCE - 15.0%
CIT Group Holdings, Inc.:
5.58%, 11/20/97(1) 70,000,000 15,000,000 85,000,000 69,980,400 14,995,578 84,975,978
5.60%, 12/23/97(1) 25,000,000 -- 25,000,000 24,990,703 -- 24,990,703
5.60%, 5/22/98(1) 35,000,000 15,000,000 50,000,000 34,978,936 14,990,973 49,969,909
5.60%, 8/26/97 65,000,000 10,000,000 75,000,000 64,433,778 9,912,889 74,346,667
5.625%, 9/17/97(1) 25,000,000 20,000,000 45,000,000 24,996,126 19,996,901 44,993,027
5.63%, 7/17/97 20,000,000 10,000,000 30,000,000 19,949,956 9,974,978 29,924,934
5.764%, 3/11/98(1) 11,000,000 38,500,000 49,500,000 11,000,000 38,500,000 49,500,000
- ---------------------------------------------------------------------------------------------------------------------------------
Countrywide Home Loans:
5.57%, 7/1/97 50,000,000 15,000,000 65,000,000 50,000,000 15,000,000 65,000,000
5.57%, 7/9/97 -- 32,000,000 32,000,000 -- 31,960,391 31,960,391
5.59%, 9/18/97 20,000,000 20,000,000 40,000,000 19,754,661 19,754,661 39,509,322
5.60%, 8/13/97 40,000,000 -- 40,000,000 39,732,444 -- 39,732,444
5.60%, 8/25/97 69,095,000 -- 69,095,000 68,503,854 -- 68,503,854
5.61%, 8/27/97 20,000,000 10,000,000 30,000,000 19,822,350 9,911,175 29,733,525
5.62%, 8/14/97 15,000,000 10,000,000 25,000,000 14,896,967 9,931,311 24,828,278
5.62%, 8/26/97 -- 75,000,000 75,000,000 -- 74,343,556 74,343,556
5.62%, 8/28/97 40,000,000 -- 40,000,000 39,637,822 -- 39,637,822
5.63%, 8/29/97 40,000,000 -- 40,000,000 39,630,922 -- 39,630,922
5.63%, 9/4/97 50,000,000 -- 50,000,000 49,491,736 -- 49,491,736
- ---------------------------------------------------------------------------------------------------------------------------------
FINOVA Capital Corp.:
5.30%, 7/14/97 20,000,000 5,000,000 25,000,000 19,961,217 4,990,431 24,951,648
5.40%, 7/1/97 -- 10,000,000 10,000,000 -- 10,000,000 10,000,000
5.40%, 7/21/97 25,000,000 5,000,000 30,000,000 24,922,667 4,985,000 29,907,667
5.43%, 7/10/97 5,000,000 5,000,000 10,000,000 4,993,212 4,993,212 9,986,424
5.44%, 7/7/97 -- 10,000,000 10,000,000 -- 9,990,775 9,990,775
5.47%, 7/11/97 10,000,000 10,000,000 20,000,000 9,984,806 9,984,806 19,969,612
5.47%, 7/16/97 5,000,000 5,000,000 10,000,000 4,988,604 4,988,604 9,977,208
5.61%, 10/16/97 15,000,000 -- 15,000,000 14,749,888 -- 14,749,888
5.61%, 10/22/97 25,000,000 -- 25,000,000 24,559,771 -- 24,559,771
5.61%, 10/30/97 55,000,000 15,000,000 70,000,000 53,962,929 14,717,162 68,680,091
5.61%, 10/31/97 10,000,000 -- 10,000,000 9,809,883 -- 9,809,883
5.61%, 11/21/97 12,000,000 8,000,000 20,000,000 11,732,590 7,821,727 19,554,317
5.61%, 11/7/97 5,000,000 5,000,000 10,000,000 4,899,488 4,899,487 9,798,975
5.62%, 11/10/97 -- 5,000,000 5,000,000 -- 4,896,967 4,896,967
5.63%, 11/25/97 15,000,000 -- 15,000,000 14,655,163 -- 14,655,163
5.63%, 8/21/97 20,000,000 10,000,000 30,000,000 19,840,483 9,920,242 29,760,725
5.63%, 9/15/97 5,000,000 -- 5,000,000 4,940,572 -- 4,940,572
5.63%, 12/4/97 -- 15,000,000 15,000,000 -- 14,634,050 14,634,050
5.64%, 11/14/97 20,000,000 13,000,000 33,000,000 19,573,867 12,723,013 32,296,880
5.64%, 9/8/97 20,000,000 10,000,000 30,000,000 19,783,800 9,891,900 29,675,700
5.65%, 9/12/97 20,000,000 -- 20,000,000 19,770,861 -- 19,770,861
5.65%, 9/4/97 25,000,000 -- 25,000,000 24,744,965 -- 24,744,965
5.65%, 9/19/97 -- 15,000,000 15,000,000 -- 14,811,667 14,811,667
5.69%, 12/3/97 29,000,000 -- 29,000,000 28,289,540 -- 28,289,540
5.69%, 12/11/97 -- 20,000,000 20,000,000 -- 19,484,739 19,484,739
5.72%, 8/15/97 25,000,000 -- 25,000,000 24,821,250 -- 24,821,250
- ---------------------------------------------------------------------------------------------------------------------------------
Heller Financial, Inc.:
5.71%, 10/1/97(1) 30,000,000 20,000,000 50,000,000 29,998,488 19,998,992 49,997,480
5.71%, 10/10/97(1) 30,000,000 13,000,000 43,000,000 29,998,340 12,999,281 42,997,621
5.72%, 8/27/97 30,000,000 15,000,000 45,000,000 29,728,300 14,864,150 44,592,450
5.73%, 9/9/97 30,000,000 15,000,000 45,000,000 29,665,750 14,832,875 44,498,625
5.74%, 11/13/97 25,000,000 15,000,000 40,000,000 24,461,875 14,677,125 39,139,000
5.75%, 12/15/97 10,000,000 9,000,000 19,000,000 9,733,264 8,759,938 18,493,202
5.75%, 7/16/97 15,000,000 10,000,000 25,000,000 14,964,063 9,976,042 24,940,105
5.75%, 9/4/97 35,000,000 10,000,000 45,000,000 34,636,632 9,896,181 44,532,813
5.75%, 9/8/97 20,000,000 7,000,000 27,000,000 19,779,583 6,922,854 26,702,437
5.80%, 10/9/97 45,000,000 20,000,000 65,000,000 44,275,000 19,677,778 63,952,778
5.80%, 12/22/97 35,000,000 15,000,000 50,000,000 34,018,833 14,579,500 48,598,333
5.831%, 12/18/97(1) 35,000,000 15,000,000 50,000,000 35,000,000 15,000,000 50,000,000
-------------------------------------------
1,289,046,339 595,190,911 1,884,237,250
- ---------------------------------------------------------------------------------------------------------------------------------
COMPUTER SOFTWARE - 0.8%
First Data Corp.:
5.58%, 12/16/97 35,000,000 15,000,000 50,000,000 34,088,600 14,609,400 48,698,000
5.60%, 9/9/97 24,000,000 -- 24,000,000 23,738,667 -- 23,738,667
5.605%, 1/27/98 17,000,000 8,000,000 25,000,000 16,444,171 7,738,433 24,182,604
-------------------------------------------
74,271,438 22,347,833 96,619,271
- ---------------------------------------------------------------------------------------------------------------------------------
CONGLOMERATES - 0.9%
Mitsubishi International Corp.:
5.55%, 7/3/97 68,850,000 -- 68,850,000 68,828,771 -- 68,828,771
5.60%, 9/15/97 5,000,000 9,800,000 14,800,000 4,940,889 9,684,142 14,625,031
5.61%, 8/20/97 20,000,000 10,000,000 30,000,000 19,844,167 9,922,083 29,766,250
-------------------------------------------
93,613,827 19,606,225 113,220,052
- ---------------------------------------------------------------------------------------------------------------------------------
CONSUMER FINANCE - 1.4%
Island Finance Puerto Rico, Inc.:
5.60%, 9/10/97 -- 6,000,000 6,000,000 -- 5,933,733 5,933,733
5.60%, 9/15/97 10,000,000 -- 10,000,000 9,881,778 -- 9,881,778
5.61%, 8/25/97 -- 10,000,000 10,000,000 -- 9,914,292 9,914,292
5.61%, 8/29/97 17,000,000 8,000,000 25,000,000 16,843,699 7,926,447 24,770,146
5.61%, 9/2/97 20,000,000 -- 20,000,000 19,803,650 -- 19,803,650
5.61%, 9/8/97 5,000,000 -- 5,000,000 4,946,238 -- 4,946,238
5.62%, 8/15/97 15,000,000 -- 15,000,000 14,894,625 -- 14,894,625
- ---------------------------------------------------------------------------------------------------------------------------------
Sears Roebuck Acceptance Corp.:
5.60%, 8/25/97 35,000,000 10,000,000 45,000,000 34,700,556 9,914,444 44,615,000
6.20%, 7/1/97 9,000,000 31,800,000 40,800,000 9,000,000 31,800,000 40,800,000
-------------------------------------------
110,070,546 65,488,916 175,559,462
- ---------------------------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL - 9.5%
Associates Corp. of North America,
5.65%, 7/14/97 35,000,000 15,000,000 50,000,000 34,928,590 14,969,396 49,897,986
- ---------------------------------------------------------------------------------------------------------------------------------
Ford Motor Credit Corp.:
5.57%, 10/15/97 75,000,000 -- 75,000,000 73,769,958 -- 73,769,958
5.57%, 10/30/97 50,000,000 -- 50,000,000 49,063,931 -- 49,063,931
5.57%, 11/20/97 42,500,000 30,000,000 72,500,000 41,566,251 29,340,883 70,907,134
5.58%, 12/8/97 30,000,000 -- 30,000,000 29,256,000 -- 29,256,000
- ---------------------------------------------------------------------------------------------------------------------------------
General Electric Capital Corp.:
5.37%, 7/10/97 40,000,000 10,000,000 50,000,000 39,946,300 9,986,575 49,932,875
5.40%, 7/8/97 10,000,000 10,000,000 20,000,000 9,989,500 9,989,500 19,979,000
5.57%, 11/20/97 30,000,000 -- 30,000,000 29,340,883 -- 29,340,883
5.57%, 11/28/97 25,000,000 25,000,000 50,000,000 24,419,792 24,419,792 48,839,584
5.58%, 11/3/97 25,000,000 -- 25,000,000 24,515,625 -- 24,515,625
5.59%, 9/15/97 25,000,000 25,000,000 50,000,000 24,704,972 24,704,972 49,409,944
5.60%, 9/10/97 35,000,000 -- 35,000,000 34,613,444 -- 34,613,444
5.75%, 7/2/97 50,000,000 25,000,000 75,000,000 49,992,014 24,996,007 74,988,021
- ---------------------------------------------------------------------------------------------------------------------------------
General Electric Capital Services:
5.36%, 7/16/97 18,000,000 7,000,000 25,000,000 17,959,800 6,984,367 24,944,167
5.57%, 11/24/97 50,000,000 -- 50,000,000 48,870,528 -- 48,870,528
- ---------------------------------------------------------------------------------------------------------------------------------
General Motors Acceptance Corp.:
5.31%, 8/6/97 64,000,000 31,000,000 95,000,000 63,659,750 30,835,150 94,494,900
5.41%, 7/15/97 17,000,000 8,000,000 25,000,000 16,964,234 7,983,169 24,947,403
5.45%, 7/14/97 18,000,000 7,000,000 25,000,000 17,964,575 6,986,224 24,950,799
5.60%, 7/29/97 35,000,000 -- 35,000,000 34,847,556 -- 34,847,556
5.61%, 12/22/97 23,000,000 7,000,000 30,000,000 22,376,355 6,810,195 29,186,550
5.63%, 12/8/97 6,340,000 -- 6,340,000 6,181,359 -- 6,181,359
5.70%, 12/9/97 50,000,000 -- 50,000,000 48,725,417 -- 48,725,417
5.73%, 11/18/97 27,000,000 15,000,000 42,000,000 26,398,350 14,665,750 41,064,100
5.73%, 11/24/97 17,000,000 8,000,000 25,000,000 16,604,948 7,814,093 24,419,041
5.75%, 4/21/98(1) 30,000,000 15,000,000 45,000,000 29,987,616 14,993,808 44,981,424
6.25%, 7/1/97 46,000,000 -- 46,000,000 46,000,000 -- 46,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Household Finance Corp., 5.59%,
9/15/97 50,000,000 -- 50,000,000 49,409,944 -- 49,409,944
- ---------------------------------------------------------------------------------------------------------------------------------
Prudential Funding Corp., 5.685%,
5/5/98(1) 35,000,000 10,000,000 45,000,000 34,992,873 9,997,964 44,990,837
-------------------------------------------
947,050,565 245,477,845 1,192,528,410
- ---------------------------------------------------------------------------------------------------------------------------------
DRUG WHOLESALERS - 0.3%
Glaxo Wellcome PLC, 5.60%, 9/11/97 38,000,000 -- 38,000,000 37,574,400 -- 37,574,400
- ---------------------------------------------------------------------------------------------------------------------------------
ELECTRONICS - 1.3%
Avnet, Inc.:
5.66%, 8/8/97 10,000,000 -- 10,000,000 9,940,256 -- 9,940,256
5.55%, 8/6/97 -- 10,000,000 10,000,000 -- 9,943,400 9,943,400
5.67%, 7/14/97 -- 10,000,000 10,000,000 -- 9,979,525 9,979,525
- ---------------------------------------------------------------------------------------------------------------------------------
Mitsubishi Electric Finance America, Inc.:
5.63%, 8/20/97 25,000,000 10,000,000 35,000,000 24,804,514 9,921,806 34,726,320
5.63%, 9/3/97(3) 5,000,000 35,000,000 40,000,000 4,949,956 34,649,689 39,599,645
5.65%, 8/27/97(3) -- 7,000,000 7,000,000 -- 6,937,379 6,937,379
5.66%, 8/6/97(3) 15,000,000 13,825,000 28,825,000 14,915,000 13,746,624 28,661,624
5.67%, 7/23/97(3) 5,000,000 5,000,000 10,000,000 4,982,675 4,982,675 9,965,350
5.68%, 8/13/97(3) 9,000,000 -- 9,000,000 8,938,940 -- 8,938,940
-------------------------------------------
68,531,341 90,161,098 158,692,439
- ---------------------------------------------------------------------------------------------------------------------------------
HEALTHCARE/SUPPLIES & SERVICES - 1.5%
AC Acquisition Holding Co.:
5.61%, 8/15/97(3) 25,000,000 -- 25,000,000 24,824,688 -- 24,824,688
5.61%, 8/22/97 18,000,000 -- 18,000,000 17,854,140 -- 17,854,140
- ---------------------------------------------------------------------------------------------------------------------------------
American Home Products Corp.:
5.62%, 9/10/97(3) 30,000,000 -- 30,000,000 29,667,483 -- 29,667,483
5.62%, 9/8/97(3) 45,000,000 25,000,000 70,000,000 44,515,275 24,730,708 69,245,983
5.63%, 7/14/97(3) -- 9,871,000 9,871,000 -- 9,850,932 9,850,932
5.63%, 9/3/97(3) -- 10,000,000 10,000,000 -- 9,899,911 9,899,911
5.63%, 9/4/97 25,000,000 -- 25,000,000 24,745,868 -- 24,745,868
-------------------------------------------
141,607,454 44,481,551 186,089,005
- ---------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL SERVICES - 0.9%
Atlas Copco AB, 5.625%, 8/25/97(3) 5,000,000 5,000,000 10,000,000 4,957,031 4,957,031 9,914,062
- ---------------------------------------------------------------------------------------------------------------------------------
PHH Corp.:
5.658%, 1/27/98(1) 50,000,000 5,000,000 55,000,000 49,991,076 4,999,091 54,990,167
5.658%, 1/27/98(1) 27,000,000 -- 27,000,000 26,996,927 -- 26,996,927
5.698%, 1/15/98(1) 17,000,000 8,000,000 25,000,000 16,999,102 7,999,577 24,998,679
-------------------------------------------
98,944,136 17,955,699 116,899,835
- ---------------------------------------------------------------------------------------------------------------------------------
INSURANCE - 7.2%
Allstate Life Insurance Co., 5.691%,
7/1/17(1) 40,000,000 10,000,000 50,000,000 40,000,000 10,000,000 50,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
General American Life Insurance Co.,
5.89%, 7/1/97(1) 50,000,000 30,000,000 80,000,000 50,000,000 30,000,000 80,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Jackson National Life Insurance Co.:
5.71%, 3/1/98(1) 40,000,000 30,000,000 70,000,000 40,000,000 30,000,000 70,000,000
5.711%, 8/1/98(1) 30,000,000 15,000,000 45,000,000 30,000,000 15,000,000 45,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Pacific Mutual Life Insurance Co.,
5.756%, 7/21/97(1)(2) 60,000,000 30,000,000 90,000,000 60,000,000 30,000,000 90,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Protective Life Insurance Co.:
5.751%, 11/25/97(1) 25,000,000 -- 25,000,000 25,000,000 -- 25,000,000
5.751%, 4/1/98(1) 15,000,000 10,000,000 25,000,000 15,000,000 10,000,000 25,000,000
5.773%, 1/31/00(1) -- 60,000,000 60,000,000 -- 60,000,000 60,000,000
5.841%, 7/21/97(1)(2) 10,000,000 20,000,000 30,000,000 10,000,000 20,000,000 30,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Prudential Life Insurance Co.,
5.773%, 1/31/00(1) 140,000,000 -- 140,000,000 140,000,000 -- 140,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
TransAmerica Life Insurance & Annuity
Co.:
5.687%, 5/15/98(1) 40,000,000 10,000,000 50,000,000 40,000,000 10,000,000 50,000,000
5.691%, 8/7/97(1) -- 25,000,000 25,000,000 -- 25,000,000 25,000,000
5.691%, 10/15/97(1) 50,000,000 25,000,000 75,000,000 50,000,000 25,000,000 75,000,000
5.691%, 9/30/97(1) 30,000,000 20,000,000 50,000,000 30,000,000 20,000,000 50,000,000
5.735%, 3/22/98(1) 43,000,000 -- 43,000,000 43,000,000 -- 43,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
TransAmerica Occidental Corp., 5.691%,
9/29/97(1) 30,000,000 20,000,000 50,000,000 30,000,000 20,000,000 50,000,000
-------------------------------------------
603,000,000 305,000,000 908,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
LEASING & FACTORING - 1.9%
American Honda Finance Corp.:
5.62%, 7/31/97 55,000,000 25,000,000 80,000,000 54,742,417 24,882,917 79,625,334
5.65%, 7/28/97 20,000,000 -- 20,000,000 19,915,250 -- 19,915,250
5.65%, 8/4/97 25,000,000 10,000,000 35,000,000 24,866,597 9,946,639 34,813,236
5.812%, 6/16/98(1) 15,000,000 5,000,000 20,000,000 15,000,000 5,000,000 20,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
International Lease Finance Corp.:
5.27%, 7/17/97 17,000,000 8,000,000 25,000,000 16,960,182 7,981,262 24,941,444
5.27%, 7/21/97 25,000,000 10,000,000 35,000,000 24,926,806 9,970,722 34,897,528
- ---------------------------------------------------------------------------------------------------------------------------------
The Hertz Corp., 5.60%, 9/2/97 17,000,000 8,000,000 25,000,000 16,833,400 7,921,600 24,755,000
-------------------------------------------
173,244,652 65,703,140 238,947,792
- ---------------------------------------------------------------------------------------------------------------------------------
MANUFACTURING - 0.0%
Rexam PLC, 5.67%, 8/12/97(3) -- 2,535,000 2,535,000 -- 2,518,231 2,518,231
- ---------------------------------------------------------------------------------------------------------------------------------
METALS/MINING - 0.3%
RTZ America, Inc.:
5.57%, 12/22/97(3) 14,000,000 5,500,000 19,500,000 13,623,097 5,351,931 18,975,028
5.58%, 12/19/97(3) 17,000,000 8,000,000 25,000,000 16,549,415 7,787,960 24,337,375
-------------------------------------------
30,172,512 13,139,891 43,312,403
- ---------------------------------------------------------------------------------------------------------------------------------
NONDURABLE HOUSEHOLD GOODS - 0.9%
Avon Capital Corp.:
5.63%, 9/11/97(3) 8,000,000 -- 8,000,000 7,909,920 -- 7,909,920
5.63%, 9/29/97(3) 9,000,000 -- 9,000,000 8,873,325 -- 8,873,325
5.63%, 9/8/97(3) 8,500,000 8,000,000 16,500,000 8,408,278 7,913,673 16,321,951
5.64%, 8/28/97(3) 10,000,000 23,000,000 33,000,000 9,909,133 22,791,007 32,700,140
- ---------------------------------------------------------------------------------------------------------------------------------
Newell Co.:
5.60%, 10/17/97(3) 20,000,000 5,000,000 25,000,000 19,664,000 4,916,000 24,580,000
5.60%, 9/19/97(3) 25,000,000 -- 25,000,000 24,688,889 -- 24,688,889
-------------------------------------------
79,453,545 35,620,680 115,074,225
- ---------------------------------------------------------------------------------------------------------------------------------
OIL-INTEGRATED - 0.4%
Repsol International Finance BV:
5.35%, 7/1/97 -- 15,000,000 15,000,000 -- 15,000,000 15,000,000
5.39%, 7/15/97 11,000,000 -- 11,000,000 10,976,943 -- 10,976,943
5.60%, 12/9/97 24,000,000 -- 24,000,000 23,398,933 -- 23,398,933
-------------------------------------------
34,375,876 15,000,000 49,375,876
- ---------------------------------------------------------------------------------------------------------------------------------
SAVINGS & LOANS - 1.8%
First Bank FSB, 5.658%, 8/29/97(1) 25,000,000 7,000,000 32,000,000 24,999,606 6,999,889 31,999,495
- ---------------------------------------------------------------------------------------------------------------------------------
Great Western Bank FSB:
5.60%, 8/21/97 25,000,000 -- 25,000,000 24,801,667 -- 24,801,667
5.61%, 9/12/97 20,000,000 -- 20,000,000 19,772,483 -- 19,772,483
5.61%, 9/17/97 15,000,000 7,000,000 22,000,000 14,817,675 6,914,915 21,732,590
5.61%, 9/19/97 25,000,000 -- 25,000,000 24,688,333 -- 24,688,333
5.62%, 9/11/97 40,000,000 10,000,000 50,000,000 39,550,700 9,887,800 49,438,500
5.62%, 8/27/97 -- 35,000,000 35,000,000 -- 34,688,954 34,688,954
- ---------------------------------------------------------------------------------------------------------------------------------
Household Bank FSB., 5.71%, 9/19/97(1) 25,000,000 -- 25,000,000 25,000,000 -- 25,000,000
-------------------------------------------
173,630,464 58,491,558 232,122,022
- ---------------------------------------------------------------------------------------------------------------------------------
SPECIAL PURPOSE FINANCIAL - 15.2%
Asset Backed Capital Finance, Inc.:
5.60%, 11/17/97(3) 5,000,000 4,000,000 9,000,000 4,891,889 3,913,511 8,805,400
5.60%, 12/26/97(1)(2) 40,000,000 -- 40,000,000 39,987,424 -- 39,987,424
5.65%, 7/8/97(3) -- 17,400,000 17,400,000 -- 17,380,884 17,380,884
5.65%, 9/8/97 11,510,000 -- 11,510,000 11,385,356 -- 11,385,356
5.66%, 3/16/98(1)(2) 15,000,000 5,000,000 20,000,000 14,995,248 4,998,416 19,993,664
5.66%, 8/1/97(3) 48,000,000 -- 48,000,000 47,766,053 -- 47,766,053
5.67%, 12/1/97(3) -- 23,200,000 23,200,000 -- 22,640,938 22,640,938
5.68%, 7/22/97(3) 30,000,000 -- 30,000,000 29,900,600 -- 29,900,600
5.687%, 12/15/97(1)(2) 35,000,000 15,000,000 50,000,000 34,994,313 14,997,563 49,991,876
5.70%, 8/22/97(3) 25,000,000 -- 25,000,000 24,794,167 -- 24,794,167
- ---------------------------------------------------------------------------------------------------------------------------------
Asset Backed Securities Investment
Trust-Series 1997A, 5.738%, 2/16/98(1)(2) 20,000,000 15,000,000 35,000,000 19,998,751 14,999,063 34,997,814
- ---------------------------------------------------------------------------------------------------------------------------------
Asset Securitization Cooperative Corp.:
5.59%, 12/3/97(3) 10,000,000 -- 10,000,000 9,759,319 -- 9,759,319
5.60%, 9/18/97(3) 21,000,000 -- 21,000,000 20,741,933 -- 20,741,933
5.62%, 9/5/97(3) 50,000,000 -- 50,000,000 49,484,833 -- 49,484,833
5.62%, 9/8/97(3) 30,000,000 -- 30,000,000 29,676,850 -- 29,676,850
5.63%, 8/1/97(3) 15,000,000 -- 15,000,000 14,927,279 -- 14,927,279
5.63%, 8/4/97(3) -- 10,000,000 10,000,000 -- 9,946,828 9,946,828
5.64%, 7/7/97(3) -- 55,000,000 55,000,000 -- 54,948,300 54,948,300
- ---------------------------------------------------------------------------------------------------------------------------------
Beta Finance, Inc.:
5.61%, 9/5/97(3) 19,000,000 9,000,000 28,000,000 18,804,585 8,907,435 27,712,020
5.62%, 9/26/97(3) 14,500,000 12,000,000 26,500,000 14,303,066 11,837,020 26,140,086
5.62%, 9/8/97(3) 46,000,000 8,000,000 54,000,000 45,504,848 7,913,827 53,418,675
5.65%, 7/11/97(3) 23,000,000 -- 23,000,000 22,963,903 -- 22,963,903
- ---------------------------------------------------------------------------------------------------------------------------------
Corporate Asset Funding Co., Inc.:
5.60%, 12/12/97(3) 7,000,000 18,000,000 25,000,000 6,821,422 17,540,800 24,362,222
5.60%, 8/25/97(3) 35,000,000 15,000,000 50,000,000 34,700,556 14,871,667 49,572,223
- ---------------------------------------------------------------------------------------------------------------------------------
CXC, Inc.:
5.58%, 9/26/97(3) 30,000,000 -- 30,000,000 29,595,450 -- 29,595,450
5.59%, 9/8/97(3) 35,000,000 15,000,000 50,000,000 34,625,004 14,839,288 49,464,292
5.61%, 9/10/97(3) 30,000,000 -- 30,000,000 29,668,075 -- 29,668,075
5.62%, 7/3/97(3) 40,000,000 10,000,000 50,000,000 39,987,511 9,996,878 49,984,389
5.62%, 8/15/97(3) 18,000,000 7,000,000 25,000,000 17,873,550 6,950,825 24,824,375
5.62%, 9/3/97(3) 25,000,000 20,000,000 45,000,000 24,750,222 19,800,178 44,550,400
5.62%, 11/17/97(3) -- 5,000,000 5,000,000 -- 4,891,503 4,891,503
5.63%, 7/7/97(3) 10,966,000 -- 10,966,000 10,955,710 -- 10,955,710
5.63%, 7/9/97(3) 30,000,000 10,000,000 40,000,000 29,962,467 9,987,489 39,949,956
5.67%, 8/14/97(3) 32,000,000 -- 32,000,000 31,779,768 -- 31,779,768
- ---------------------------------------------------------------------------------------------------------------------------------
Enterprise Funding Corp.:
5.61%, 8/11/97(3) 15,000,000 10,000,000 25,000,000 14,904,163 9,936,108 24,840,271
5.62%, 7/14/97(3) 11,364,000 -- 11,364,000 11,340,937 -- 11,340,937
5.65%, 7/16/97(3) 17,000,000 8,000,000 25,000,000 16,959,979 7,981,167 24,941,146
5.67%, 8/15/97(3) 21,482,000 -- 21,482,000 21,329,746 -- 21,329,746
5.67%, 8/18/97(3) 15,000,000 -- 15,000,000 14,886,600 -- 14,886,600
5.64%, 8/28/97(3) -- 20,097,000 20,097,000 -- 19,914,385 19,914,385
5.65%, 12/10/97(3) -- 10,000,000 10,000,000 -- 9,745,750 9,745,750
- ---------------------------------------------------------------------------------------------------------------------------------
Falcon Asset Securitization Corp.:
5.60%, 7/28/97(3) 50,000,000 38,400,000 88,400,000 49,790,000 38,238,720 88,028,720
5.67%, 8/18/97(3) -- 10,800,000 10,800,000 -- 10,718,352 10,718,352
- ---------------------------------------------------------------------------------------------------------------------------------
New Center Asset Trust, 5.27%, 7/28/97 25,000,000 20,000,000 45,000,000 24,901,188 19,920,950 44,822,138
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred Receivables Funding Corp.:
5.40%, 7/10/97 -- 5,375,000 5,375,000 -- 5,367,744 5,367,744
5.58%, 10/16/97 15,000,000 -- 15,000,000 14,751,225 -- 14,751,225
5.60%, 11/18/97 14,000,000 -- 14,000,000 13,695,111 -- 13,695,111
5.60%, 9/8/97 36,800,000 -- 36,800,000 36,405,013 -- 36,405,013
5.62%, 8/28/97 -- 10,350,000 10,350,000 -- 10,256,287 10,256,287
5.65%, 12/8/97 20,000,000 -- 20,000,000 19,497,778 -- 19,497,778
- ---------------------------------------------------------------------------------------------------------------------------------
Providian MasterTrust 1993-3:
5.61%, 9/10/97(3) 24,500,000 -- 24,500,000 24,228,928 -- 24,228,928
5.62%, 9/11/97(3) 11,000,000 -- 11,000,000 10,876,360 -- 10,876,360
- ---------------------------------------------------------------------------------------------------------------------------------
RACERS Series 1996-MM-12-3, 5.687%,
12/15/97(1)(2) 25,000,000 15,000,000 40,000,000 25,000,000 15,000,000 40,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
RACERS Series 1997-MM-1-1, 5.687%,
1/15/98(1)(2) 38,000,000 12,000,000 50,000,000 37,991,827 11,997,414 49,989,241
- ---------------------------------------------------------------------------------------------------------------------------------
Sigma Finance, Inc.:
5.40%, 7/21/97(3) 15,000,000 -- 15,000,000 14,955,000 -- 14,955,000
5.59%, 7/28/97(3) 15,000,000 -- 15,000,000 14,937,113 -- 14,937,113
5.60%, 10/15/97(3) 13,500,000 13,000,000 26,500,000 13,277,400 12,785,644 26,063,044
5.60%, 11/17/97(3) 6,000,000 -- 6,000,000 5,870,267 -- 5,870,267
5.60%, 12/4/97(3) -- 3,000,000 3,000,000 -- 2,927,200 2,927,200
5.61%, 8/27/97(3) -- 6,500,000 6,500,000 -- 6,442,264 6,442,264
5.61%, 8/29/97(3) 15,000,000 -- 15,000,000 14,862,088 -- 14,862,088
5.62%, 9/10/97(3) 15,600,000 15,000,000 30,600,000 15,427,091 14,833,742 30,260,833
5.63%, 9/5/97(3) 20,000,000 -- 20,000,000 19,793,567 -- 19,793,567
5.64%, 8/28/97(3) 40,000,000 10,000,000 50,000,000 39,636,533 9,909,133 49,545,666
5.64%, 9/3/97(3) 9,000,000 -- 9,000,000 8,909,760 -- 8,909,760
5.65%, 12/15/97(3) 13,000,000 -- 13,000,000 12,659,274 -- 12,659,274
5.68%, 7/25/97(3) 18,000,000 13,000,000 31,000,000 17,931,840 12,950,773 30,882,613
5.69%, 11/26/97(3) 20,000,000 5,000,000 25,000,000 19,532,156 4,883,039 24,415,195
5.70%, 8/19/97 (3) 20,000,000 10,000,000 30,000,000 19,844,833 9,922,417 29,767,250
- ---------------------------------------------------------------------------------------------------------------------------------
SMM Trust 1996-B, 5.738%, 8/4/97(1)(2) 20,000,000 10,000,000 30,000,000 20,000,000 10,000,000 30,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
SMM Trust 1997-I, 5.687%, 5/29/98(1)(2) 30,000,000 10,000,000 40,000,000 30,000,000 10,000,000 40,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
TIERS Series DCMT 1996-A, 5.717%,
10/15/97(1)(2) 25,000,000 5,000,000 30,000,000 25,000,000 5,000,000 30,000,000
-------------------------------------------
1,374,795,929 530,093,502 1,904,889,431
- ---------------------------------------------------------------------------------------------------------------------------------
SPECIALTY RETAILING - 0.2%
- ---------------------------------------------------------------------------------------------------------------------------------
St. Michael Finance Ltd., 5.61%, 9/11/97 -- 22,000,000 22,000,000 -- 21,753,160 21,753,160
-------------------------------------------
Total Short-Term Notes 7,376,772,323 2,818,155,550 10,194,927,873
===================================================================================================================================
U.S. GOVERNMENT AGENCIES - 1.0%
- ---------------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Bank, 5.67%, 8/1/97(1) 60,000,000 34,000,000 94,000,000 59,995,504 33,997,453 93,992,957
- ---------------------------------------------------------------------------------------------------------------------------------
Student Loan Marketing Assn., 5.82%, 1/23/98 20,000,000 10,000,000 30,000,000 19,998,307 9,999,153 29,997,460
-------------------------------------------
Total U.S. Government Obligations 79,993,811 43,996,606 123,990,417
===================================================================================================================================
FOREIGN GOVERNMENT OBLIGATIONS - 1.6%
- ---------------------------------------------------------------------------------------------------------------------------------
Bayerische Landesbank Girozentrale, 5.80%,
7/29/97(1) 30,000,000 15,000,000 45,000,000 30,000,000 15,000,000 45,000,000
- ---------------------------------------------------------------------------------------------------------------------------------
Swedish Export Credit Corp., 5.36%, 7/9/97 45,000,000 15,000,000 60,000,000 44,946,400 14,982,133 59,928,533
- ---------------------------------------------------------------------------------------------------------------------------------
Westdeutsche Landesbank Girozentrale,
5.60%, 9/11/97 50,000,000 -- 50,000,000 49,440,000 -- 49,440,000
- ---------------------------------------------------------------------------------------------------------------------------------
Westdeutsche Landesbank Girozentrale,
5.61%, 8/29/97 25,000,000 -- 25,000,000 24,770,146 -- 24,770,146
- ---------------------------------------------------------------------------------------------------------------------------------
Westdeutsche Landesbank Girozentrale,
guaranteeing commercial paper of:
Unibanco-Uniao de Brancos Brasileiros
S.A.-Grand Cayman-Series A, 5.61%, 9/8/97 25,000,000 -- 25,000,000 24,731,187 -- 24,731,187
-------------------------------------------
Total Foreign Government Obligations 173,887,733 29,982,133 203,869,866
===================================================================================================================================
MUNICIPAL BONDS AND NOTES - 0.0%
- ---------------------------------------------------------------------------------------------------------------------------------
Virginia Housing Development Authority
Series 1997 A-STEM 11, 5.85%, 12/30/97 -- 5,000,000 5,000,000 -- 4,998,647 4,998,647
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE 96.9% 97.6% 97.1% 8,779,329,984 3,426,662,366 12,205,992,350
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 3.1 2.4 2.9 283,636,897 84,564,549 368,201,446
----------------------------------------------------------------------------------------
NET ASSETS 100.0% 100.0% 100.0% $9,062,966,881 $3,511,226,915 $12,574,193,796
======================================================================================
</TABLE>
Short-term notes, bankers' acceptances, direct bank obligations and letters of
credit are generally traded on a discount basis; the interest rate is the
discount rate received by the Trust/Fund at the time of purchase. Other
securities normally bear interest at the rates shown.
1. Floating or variable rate obligation. The interest rate, which is based on
specific, or an index of, market interest rates, is subject to change
periodically and is the effective rate on June 30, 1997. This instrument may
also have a demand feature which allows the recovery of principal at any time,
or at specified intervals not exceeding one year, on up to 30 days' notice.
Maturity date shown represents effective maturity based on variable rate and, if
applicable, demand feature.
2. Restricted securities which are considered illiquid, by virtue of the absence
of a readily available market or because of legal or contractual restrictions on
resale, amount to $624,360,019, or 4.97% of the combined net assets. The Trust/
Fund may not invest more than 10% of its net assets (determined at the time of
purchase) in illiquid securities.
3. Restricted securities, including those issued in exempt transactions without
registration under the Securities Act of 1933 (the Act), amounting to
$2,084,098,276, or 16.57% of the combined net assets, have been determined to be
liquid pursuant to guidelines adopted by the Board of Trustees/Directors.
<PAGE>
CENTENNIAL MONEY MARKET TRUST
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification
- -------- ---------------
Reference is made to Section 12 of Article SEVENTH of Registrant's
Restated Declaration of Trust dated February 26, 1986.
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 of expenses
incurred or paid by a director, 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 of 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 16. Exhibits
- -------- --------
(1) Restated Declaration of Trust dated February 26, 1986: Filed with
Registrant's Post-Effective Amendment No. 14, 10/28/88, and refiled with
Registrant's Post-Effective Amendment No. 21, 10/28/94, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(2) By-Laws, as amended through June 26, 1990: Filed with Registrant's
Post-Effective Amendment No. 18, 10/31/91, and refiled with Registrant's
Post-Effective Amendment No. 21, 10/28/94,
C-1
<PAGE>
pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.
(3) Not applicable
(4) Agreement and Plan of Reorganization between Registrant and Daily
Cash Accumulation Fund, Inc. dated as of June 24, 1997: See Exhibit A to Part A
of this Registration Statement
(5) Specimen Share Certificate of Registrant: Filed herewith
(6) Investment Advisory Agreement dated October 22,1990:
Filed with Registrant's Post-Effective Amendment No. 17, 10/31/90,
and refiled with Registrant's Post-Effective Amendment No. 21,
10/28/94, pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(7) (i) General Distributor's Agreement dated October 13, 1992 between
Registrant and Centennial Asset Management Corporation: Filed with Registrant's
Post-Effective Amendment No.
20, 10/29/93, and incorporated herein by reference.
(ii) Form of Centennial Asset Management Corporation
Dealer Agreement: Filed with Post Effective Amendment No. 23
to the Registration Statement of Centennial Government Trust, (Reg.
No. 2-75812),11/1/94, and incorporated herein by reference.
(iii)Sub-Distributor's Agreement dated May 28, 1993
between Centennial Asset Management Corporation and Oppenheimer
Funds Distributor, Inc.: Filed with Registrant's Post-Effective
Amendment No. 20,10/29/93, and incorporated herein by reference.
(8) Not applicable
(9) Custodian Agreement dated October 28, 1981: Filed with Registrant's
Post-Effective Amendment No. 4,1/5/83, and refiled with Registrant's
Post-Effective Amendment No. 21, 10/28/94, pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.
(10) Service Plan and Agreement under Rule 12b-1, dated as of August
24, 1993, between Registrant and Centennial Asset Management Corporation: Filed
with Registrant's Post-Effective Amendment No.
20,10/29/93, and incorporated herein by reference.
(11) Opinion and Consent of Counsel dated September 22,1981: Filed with
Registrant's Pre-Effective Amendment No. 3, 9/29/81, and refiled with
Registrant's Post-Effective Amendment No. 21, 10/28/94, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(12)(i) Form of Tax Opinion addressed to Registrant relating to the
Reorganization: Filed herewith
(ii) Form of Tax Opinion addressed to Daily Cash Accumulation
Fund, Inc. relating to the Reorganization: Filed herewith
(13) Not applicable
(14) Consent of Auditors of Registrant and Daily Cash
Accumulation Fund, Inc. : Filed herewith
(15) Not applicable
(16) Powers of Attorney: Filed with Registrant's Post- Effective
Amendment No. 20, 10/29/93, and incorporated herein by reference. Powers of
Attorney from S. Freedman and B. Macaskill filed with Registrant's Post
Effective Amendment No. 23, 10/8/96, and incorporated herein by reference.
(17) (i) Declaration of Registrant under Rule 24f-2: Filed
herewith
(ii) Financial Data Schedule of shares of Registrant:
Filed herewith
(iii) Opinion of Management as to fairness of statement of
results for Daily Cash Accumulation Fund, Inc. for period ended June 30, 1997:
Filed herewith
Item 17. Undertakings
- -------- ------------
(1) Not applicable
(2) Not applicable
C-2
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been
signed on behalf of the Registrant in the City of New York and State of New York
on the 15th day of August, 1997.
CENTENNIAL MONEY MARKET TRUST
By: /s/ James C. Swain*
-------------------------
James C. Swain, Chairman
As required by the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ James C. Swain* Chairman, Trustee and August 15, 1997
- ------------------ Principal Executive Officer
James C. Swain
/s/ George C. Bowen* Vice President, Treasurer, August 15, 1997
- ------------------- Assistant Secretary and
George C. Bowen Principal Financial
and Accounting Officer
/s/ Robert G. Avis* Trustee August 15, 1997
- ------------------
Robert G. Avis
/s/ William A. Baker* Trustee August 15, 1997
- --------------------
William A. Baker
/s/ Charles Conrad, Jr.* Trustee August 15, 1997
- ----------------------
Charles Conrad, Jr.
/s/ Jon S. Fossel* Trustee August 15, 1997
- -----------------
Jon S. Fossel
/s/ Sam Freedman* Trustee August 15, 1997
- -----------------
Sam Freedman
<PAGE>
/s/ Raymond J. Kalinowski* Trustee August 15, 1997
- -------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee August 15, 1997
- -----------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee August 15, 1997
- -----------------------
Robert M. Kirchner
/s/Bridget A. Macaskill* President, Trustee August 15, 1997
- ------------------------
Bridget A. Macaskill
/s/ Ned M. Steel* Trustee August 15, 1997
- ----------------
Ned M. Steel
*By:/s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>
<PAGE>
CENTENNIAL MONEY MARKET TRUST
FORM N-14
INDEX TO EXHIBITS
Exhibit
Number Document
- ------- ---------
16(5) Specimen share certificate
16(12)(i) Form of Tax Opinion addressed to Registrant
16(12)(ii) Form of Tax Opinion addressed to Daily Cash
Accumulation Fund, Inc.
16(14) Consent of Auditors of Registrant and Daily Cash
Accumulation Fund, Inc.
17(i) Declaration under Rule 24f-2
17(ii) Financial Data Schedule of Registrant's Shares
17(iii) Financial Data Schedule of Daily Cash Accumulation
Fund, Inc.
17(iv) Opinion of Management as to fairness of statement of
results for Daily Cash Accumulation Fund, Inc. for
period ended June 30, 1997
Exhibit16(5)
CENTENNIAL MONEY MARKET TRUST
Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-5/16" x 10-5/8" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) share certificate no.
(upper right box with heading: CLASS A SHARES below cert. no.)
(centered
below boxes) CENTENNIAL MONEY MARKET TRUST
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 151355104
(at left) is the owner of
(centered) FULLY PAID CLASS A SHARES OF BENEFICIAL INTEREST OF
CENTENNIAL MONEY MARKET TRUST
(hereinafter called the "Fund"), transferable only on the
books of the Fund by the holder hereof in person or by duly
authorized attorney, upon surrender of this certificate
properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all of the
provisions of the Declaration of Trust of the Fund to all of
which the holder by acceptance hereof assents. This
certificate is not valid until countersigned by the Transfer
Agent.
<PAGE>
WITNESS the facsimile seal of the Fund and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget A. Macaskill
---------------------- ------------------------
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
CENTENNIAL MONEY MARKET TRUST
SEAL
1979
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed vertically)
Countersigned
SHAREHOLDER SERVICES, INC.
(A DIVISION OF OPPENHEIMERFUNDS, INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common TEN ENT - as tenants by the entirety JT TEN WROS
NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - ___________ Custodian ___________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
<PAGE>
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
- ----------------------------------------------------------------
(Please print or type name and address of assignee)
- -----------------------------------------------------
__________________________________________ Shares of beneficial interest
represented by the within Certificate, and do hereby irrevocably constitute and
appoint ___________________________ Attorney to transfer the said shares on the
books of the within named Fund with full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
--------------------------
(Both must sign if joint owners)
Signature(s) ___________________
guaranteed Name of Guarantor
by: ______________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to correspond with the name(s) as written upon the
right of above face of the certificate in every particular
paragraph) without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without "four hands"
this watermark: logotype
- ------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Deloitte & Exhibit 16(12)(i)
Touche LLP Suite 3600 Telephone: (303) 292-5400
555 Seventeenth Street Facsimile: (303) 312-4000
Denver, Colorado 80202-3942
November , 1997
Centennial Money Market Trust
6803 So. Tucson Way
Englewood, CO 80112
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between Daily Cash
Accumulation Fund (DCAF) and Centennial Money Market Trust (CMMT) which is
attached as Exhibit A of CMMT's Registration Statement under the Securities Act
of 1933 on Form N-14 filed with the Securities and Exchange Commission on (the
Agreement), concerning the acquisition by CMMT of substantially all of the
assets of DCAF solely for voting shares of beneficial interest in CMMT, followed
by the distribution of such shares in exchange for all of the outstanding shares
of DCAF.
Section 368(a)(1)(C), IRC provides that, when determining whether the exchange
is solely for stock, the assumption by CMMT of a liability of DCAF shall be
disregarded.
The management of DCAF has represented to us that there is no plan or intention
by any shareholder of DCAF who owns 5% or more of the outstanding shares of
DCAF, and to the best of their knowledge, there is no plan or intention on the
part of the remaining shareholders of DCAF to redeem, sell, exchange, or
otherwise dispose of a number of CMMT shares received in the transaction that
would reduce the shareholders' ownership of CMMT shares to a number of shares
having a value, as of the Exchange Date, of less than 50 percent of the value of
all of the formerly outstanding shares of DCAF as of the same date,
Management of each fund has further represented to us that, as of the date of
the exchange, both CMMT and DCAF will qualify as regulated investment companies
or will meet the diversification test of Section 368(a)(2)(F)(ii), IRC.
In our opinion, the federal tax consequences of the transaction, if carried out
in the manner outlined in the Agreement and in accordance with the above
representations, will be as follows:
1. The transactions contemplated by the Agreement will qualify as a tax-free
"reorganization" within the meaning of Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended, and under the regulations promulgated
thereunder.
2. DCAF and CMMT will each qualify as a "party to a reorganization" within the
meaning of Section 368(b)(2).
<PAGE>
Centennial Money Market Trust
November , 1997
Page 2
3. No gain or loss will be recognized by the shareholders of DCAF upon the
distribution of shares of beneficial interest in CMMT to the shareholders
of DCAF pursuant to Section 354.
4. Under Section 361(a) no gain or loss will be recognized by DCAF by reason
of the transfer of its assets solely in exchange for shares of CMMT.
5. Under Section 1032 no gain or loss will be recognized by CMMT by reason of
the transfer of DCAF's assets solely in exchange for shares of CMMT.
6. The stockholders of DCAF will have the same tax basis and holding period
for the shares of beneficial interest in CMMT that they receive as they had
for the stock of DCAF that they previously held, pursuant to Sections
358(a) and 1223(l), respectively.
7. The securities transferred by DCAF to CMMT will have the same tax basis and
holding period in the hands of Cmmt as they had for DCAF, pursuant to
Sections 362(b) and 1223(l), respectively.
Very truly yours,
Deloitte& Exhibit 16(12)(ii)
Touche LLP Suite 3600 Telephone: (303) 292-5400
555 Seventeenth Street Facsimile: (303) 312-4000
Denver, Colorado 80202-3942
November , 1997
Daily Cash Accumulation Fund
6803 So. Tucson Way
Englewood, CO 80112
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between Daily Cash
Accumulation Fund (DCAF) and Centennial Money Market Trust (CMMT) which is
attached as Exhibit A of CMMT's Registration Statement under the Securities Act
of 1933 on Form N-14 filed with the Securities and Exchange Commission on (the
Agreement), concerning the acquisition by CMMT of substantially all of the
assets of DCAF solely for voting shares of beneficial interest in CMMT, followed
by the distribution of such shares in exchange for all of the outstanding shares
of DCAF.
Section 368(a)(1)(C), IRC provides that, when determining whether the exchange
is solely for stock, the assumption by CMMT of a liability of DCAF shall be
disregarded.
The management of DCAF has represented to us that there is no plan or intention
by any shareholder of DCAF who owns 5% or more of the outstanding shares of
DCAF, and to the best of their knowledge, there is no plan or intention on the
part of the remaining shareholders of DCAF to redeem, sell, exchange, or
otherwise dispose of a number of CMMT shares received in the transaction that
would reduce the shareholders' ownership of CMMT shares to a number of shares
having a value, as of the Exchange Date, of less than 50 percent of the value of
all of the formerly outstanding shares of DCAF as of the same date.
Management of each fund has further represented to us that, as of the date of
the exchange, both CMMT and DCAF will qualify as regulated investment companies
or will meet the diversification test of Section 368(a)(2)(F)(ii), IRC.
In our opinion, the federal tax consequences of the transaction, if carried out
in the manner outlined in the Agreement and in accordance with the above
representations, will be as follows:
1. The transactions contemplated by the Agreement will qualify as a tax-free
"reorganization" within the meaning of Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended, and under the regulations promulgated
thereunder.
2. DCAF and CMMT will each qualify as a "party to a reorganization" within the
meaning of Section 368(b)(2).
<PAGE>
Daily Cash Accumulation Fund
November , 1997
Page 2
3. No gain or loss will be recognized by the shareholders of DCAF upon the
distribution of shares of beneficial interest in CMMT to the shareholders
of DCAF pursuant to Section 354.
4. Under Section 361(a) no gain or loss will be recognized by DCAF by reason
of the transfer of its assets solely in exchange for shares of CMMT.
5. Under Section 1032 no gain or loss will be recognized by CMMT by reason of
the transfer of DCAF's assets solely in exchange for shares of CMMT.
6. The stockholders of DCAF will have the same tax basis and holding period
for the shares of beneficial interest in CMMT that they receive as they had
for the stock of DCAF that they previously held, pursuant to Sections
358(a) and 1223(l), respectively.
7. The securities transferred by DCAF to CMMT will have the same tax basis and
holding period in the hands of CMMT as they had for DCAF, pursuant to
Sections 362(b) and 1223(l), respectively.
Very truly yours,
Exhibit 16(14)
INDEPENDENT AUDITORS' CONSENT
Centennial Money Market Trust
We consent to the incorporation by reference in this Registration Statement No.
811-2945 on Form N-14 of our report dated January 22, 1997, appearing in the
Annual Report of Daily Cash Accumulation Fund, Inc. for the year ended December
31, 1996 and our report dated July 22, 1997, appearing in the Annual Report of
Centennial Money Market Fund for the year ended June 30, 1997 and to the
references to us under the headings "Tax Consequences of the Reorganization" and
"Tax Aspects of the Reorganization" appearing in the Prospectus, which is a part
of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
August 13, 1997
EXHIBIT 17(i)
Registration No. 2-65245
File No. 811-2945
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. ___ / /
POST-EFFECTIVE AMENDMENT NO. 23 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
AMENDMENT NO. 25 / X /
CENTENNIAL MONEY MARKET TRUST
-----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
3410 South Galena Street
Denver, Colorado, 80231
-----------------------------------------------------------------------
(Address of Principal Executive Offices)
(303) 671-3200
-----------------------------------------------------------------------
(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
-----------------------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
/ / Immediately upon filing pursuant to paragraph (b)
/ X / On October 28, 1996 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / On ____________, pursuant to paragraph (a)(i)
<PAGE>
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / On _____________, pursuant to paragraph (a)(ii) of Rule 485
- -----------------------------------------------------------------------
The Registrant has registered an indefinite number of its shares 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 Registrant's fiscal year ended
June 30, 1996 was filed on August 23, 1996.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 312538
<NAME> Centennial Money Market Trust
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 8,779,329,984
<INVESTMENTS-AT-VALUE> 8,779,329,984
<RECEIVABLES> 397,549,180
<ASSETS-OTHER> 80,687
<OTHER-ITEMS-ASSETS> 794,723
<TOTAL-ASSETS> 9,177,754,574
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 114,787,693
<TOTAL-LIABILITIES> 114,787,693
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,062,904,841
<SHARES-COMMON-STOCK> 9,062,904,841
<SHARES-COMMON-PRIOR> 6,752,559,664
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 62,040
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 9,062,966,881
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 443,824,705
<OTHER-INCOME> 0
<EXPENSES-NET> 53,656,573
<NET-INVESTMENT-INCOME> 390,168,132
<REALIZED-GAINS-CURRENT> 12,890
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 390,181,022
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 390,443,351
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 27,792,751,077
<NUMBER-OF-SHARES-REDEEMED> 25,860,498,168
<SHARES-REINVESTED> 378,092,268
<NET-CHANGE-IN-ASSETS> 2,310,082,848
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 324,369
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 32,755,568
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 58,546,696
<AVERAGE-NET-ASSETS> 8,033,000,000
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.05
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.67
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 45129
<NAME> Daily Cash Accumulation Fund, Inc.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 3,426,662,366
<INVESTMENTS-AT-VALUE> 3,426,662,366
<RECEIVABLES> 119,797,027
<ASSETS-OTHER> 362,050
<OTHER-ITEMS-ASSETS> 422,403
<TOTAL-ASSETS> 3,547,243,846
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36,016,931
<TOTAL-LIABILITIES> 36,016,931
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,511,067,059
<SHARES-COMMON-STOCK> 3,511,067,059
<SHARES-COMMON-PRIOR> 3,601,352,108
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 159,856
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,511,226,915
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 97,897,308
<OTHER-INCOME> 0
<EXPENSES-NET> 11,818,867
<NET-INVESTMENT-INCOME> 86,078,441
<REALIZED-GAINS-CURRENT> 22,893
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 86,101,334
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 86,078,441
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,494,880,002
<NUMBER-OF-SHARES-REDEEMED> 3,664,256,368
<SHARES-REINVESTED> 79,091,318
<NET-CHANGE-IN-ASSETS> (90,262,155)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 136,963
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,569,757
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12,775,866
<AVERAGE-NET-ASSETS> 3,546,000,000
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.02
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.67
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
EXHIBIT 17 (iv)
DAILY CASH ACCUMULATION FUND, INC.
In connection with the registration statement on Form N-14 to be filed by
Centennial Money Market Trust with the Securities and Exchange Commission on or
about August 15, 1997 (the "Registration Statement"), the undersigned hereby
confirm, to the best of their knowledge and belief, that the June 30, 1997
unaudited financial statements of Daily Cash Accumulation Fund, Inc. included in
the Registration Statement (i) reflect all adjustments which are, in the opinion
of management, necessary to a fair presentation of the results presented for
that period, (ii) are fair presentations of the information they purport to
show, and (iii) have been prepared on a basis substantially consistent with the
audited financial statements included therein.
/s/ George Bowen /s/ Scott Farrar
- ---------------------------- -----------------------------
George Bowen Scott Farrar
Vice President, Treasurer, Assistant Treasurer
Assistant Secretary
Dated: August 14, 1997 Dated: August 14, 1997
