Registration No.2-65245
File 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.1 / X /
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)
Pursuant to Rule 429, this Registration Statement relates to shares previously
registered by the Registrant on Form N-1A (Registration No. 2-65245; File No.
811-2945).
<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
<PAGE>
(b) *
(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
- - ----------------
* Not Applicable or negative answer
INCORPORATION BY REFERENCE
The following documents are hereby incorporated by reference in this
Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 of
Centennial Money Market Trust:
Part A: Proxy Statement for Daily Cash Accumulation Fund, Inc. and Prospectus
for Centennial Money Market Trust - incorporated herein by reference to
Registration Statement on Form N-14 of Centennial Money Market Trust filed
August 16, 1997, as supplemented on October 1, 1997 pusuant to Rule 497.
Prospectus of Centennial Money Market Trust dated October 1, 1997 -
incorporated herein by reference to Registration Statement on Form N-1A of
Centennial Money Market Trust filed September 18, 1997.
Part B: Form N-14 Statement of Additional Information of Centennial Money Market
Trust dated October 1, 1997 - incorporated herein by reference to Registration
Statement on Form N-14 of Centennial Money Market Trust filed August 16, 1997,
as supplemented on October 1, 1997.
<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, 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: Previously filed as Exhibit A
to Part A of the Registrant's
<PAGE>
Registration Statement on Form N-14, 8/16/97, and incorporated herein by
reference.
(5) Specimen Share Certificate of Registrant: Previously filed with the
Registrant's Registration Statement on Form N-14, 8/16/97, and incorporated
herein by reference.
(6) Amended and Restated Investment Advisory Agreement dated October
22,1990, as amended on November 21, 1997: Filed herewith.
(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) Tax Opinion and consent addressed to Registrant relating to the
Reorganization: Filed herewith.
(ii) Tax Opinion and consent addressed to Daily Cash Accumulation Fund,
Inc. relating to the Reorganization: Filed herewith.
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<PAGE>
(13) Not applicable
(14) Consent of Auditors of Registrant and Daily Cash Accumulation Fund,
Inc. : Previously filed with the Registrant's Registration Statement on Form
N-14, 8/16/97, and incorporated herein by reference.
(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. Power of Attorney from G.
Bowen filed herewith.
(17) (i) Declaration of Registrant under Rule 24f-2: Previously filed with
the Registrant's Registration Statement on Form N-14, 8/16/97, and incorporated
herein by reference.
(ii) Financial Data Schedule of shares of Registrant: Previously
filed with the Registrant's Registration Statement on Form N-14, 8/16/97, and
incorporated herein by reference.
(iii) Opinion of Management as to fairness of statement of results
for Daily Cash Accumulation Fund, Inc. for period ended June 30, 1997:
Previously filed with the Registrant's Registration Statement on Form N-14,
8/16/97, and incorporated herein by reference.
Item 17. Undertakings
- - -------- ------------
(1) Not applicable
(2) Not applicable
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<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 30th day of January, 1998.
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:
Signatures Title Date
- - ---------- ----- ----
/s/ James C. Swain* Chairman, Trustee and January 30, 1998
- - ------------------ Principal Executive Officer
James C. Swain
/s/ George C. Bowen* Vice President, Trustee, January 30, 1998
- - ------------------- Treasurer,
George C. Bowen Assistant Secretary and
Principal Financial
and Accounting Officer
/s/ Robert G. Avis* Trustee January 30, 1998
- - ------------------
Robert G. Avis
/s/ William A. Baker* Trustee January 30, 1998
- - --------------------
William A. Baker
/s/ Charles Conrad, Jr.* Trustee January 30, 1998
- - ----------------------
Charles Conrad, Jr.
/s/ Jon S. Fossel* Trustee January 30, 1998
- - -----------------
Jon S. Fossel
/s/ Sam Freedman* Trustee January 30, 1998
- - -----------------
Sam Freedman
<PAGE>
/s/ Raymond J. Kalinowski* Trustee January 30, 1998
- - -------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee January 30, 1998
- - -----------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee January 30, 1998
- - -----------------------
Robert M. Kirchner
/s/Bridget A. Macaskill* President, Trustee January 30, 1998
- - ------------------------
Bridget A. Macaskill
/s/ Ned M. Steel* Trustee January 30, 1998
- - ----------------
Ned M. Steel
*By:/s/ Robert G. Zack
- - --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
CENTENNIAL MONEY MARKET TRUST
FORM N-14
INDEX TO EXHIBITS
Exhibit
Number Document
- - ------- ---------
16(6) Amended and Restated Investment Advisory Agreement
dated October 22, 1990, as amended on November 21,
1997
16(12)(i) Tax Opinion and consent addressed to Registrant
16(12)(ii) Tax Opinion and consent addressed to Daily Cash
Accumulation Fund, Inc.
- - -------- Power of Attorney of George C. Bowen
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made the 22nd day of October, 1990, by and between CENTENNIAL
MONEY MARKET TRUST (hereinafter called the "Fund"), and CENTENNIAL ASSET
MANAGEMENT CORPORATION (hereinafter called the "Management Corporation") as
amended on November 21, 1997.
WHEREAS, the Fund is an open-end, diversified management investment company
registered as such with the Securities and Exchange Commission (the
"Commission") pursuant to the Investment Company Act of 1940 (the "Investment
Company Act"), and the Management Corporation is a registered investment
adviser;
NOW, THEREFORE, in consideration of the mutual promises and agreements herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed by and between the parties hereto as follows:
1. General
The Management Corporation agrees, all as more fully set forth herein, to
act as investment adviser to the Fund with respect to the investment of its
assets; to supervise and arrange the purchase of securities for and the sale of
securities held in the portfolio of the Fund; and to furnish personnel and
facilities as shall be required to provide effective administration of the Fund.
2. Duties and Obligations of the Management Corporation with respect to
Investments of Assets of the Fund
(a) Subject to the succeeding provisions of this section and subject to
the direction and control of the Board of Trustees of the Fund, the Management
Corporation shall:
(i) Regularly provide investment advice and recommendations
to the Fund with respect to its investments, investment
policies and the purchase and sale of securities;
(ii) Supervise continuously the investment program of the
Fund and the composition of its portfolio; and
(iii) Arrange, subject to the provisions of paragraph "4"
hereof, for the purchase of securities and other
investments for and the sale of securities and other
investments held in the portfolio of the Fund.
(b) Any investment advice furnished by the Management Corporation under
this section shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the provisions
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<PAGE>
of the Investment Company Act of 1940, and of any rules or regulations in force
thereunder; (2) any other applicable provision of law; (3) the provisions of the
Declaration of Trust and By-Laws of the Fund as amended from time to time; (4)
any policies and determinations of the Board of Trustees of the Fund; and (5)
the terms of the registration statement of the Fund, as amended from time to
time, under the Securities Act of 1933 and the Investment Company Act of 1940.
(c) The Management Corporation shall give the Fund the benefit of its best
judgment and effort in rendering services hereunder, but the Management
Corporation shall not be liable for any loss sustained by reason of the adoption
of any 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. Nothing herein contained shall, however, be
construed to protect the Management Corporation against any liability to the
Fund or its security holders 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 this Agreement.
(d) Nothing in this Agreement shall prevent the Management Corporation or
any officer thereof from acting as investment adviser for any other person, firm
or corporation and shall not in any way limit or restrict the Management
Corporation or any of its directors, officers, stockholders or employees from
buying, selling or trading any securities for its or their own accounts or for
the accounts of others for whom it or they may be acting, provided however that
the Management Corporation expressly represents that it will undertake no
activities which, in its judgment, will adversely affect the performance of its
obligations to the Fund under this Agreement.
3. Allocation of Expenses
The Management Corporation shall at its expense provide all executive,
administrative and clerical personnel as shall be required to provide effective
administration for the Fund, including the compilation and maintenance of
records with respect to its operations as may reasonably be required; the
preparation and filing of such reports with respect thereto as shall be required
by rules or regulations promulgated by the Securities and Exchange Commission;
the composition of registration statements required by Federal securities laws
for continuous public sale of shares of the Fund; composition of periodic
reports with respect to its operations for the shareholders of the Fund; and
composition of proxy materials for meetings of the Fund's shareholders. The
Management Corporation shall, at its own cost and expense, also provide the Fund
with adequate office space, facilities and equipment. The Management Corporation
shall, at its own expense, provide such officers for the Fund as the Fund's
Board shall request. All other costs and expenses not expressly assumed by the
Management Corporation under this Agreement, or to be paid by the General
Distributor of the shares of the Fund, shall be paid by the Fund, including, but
not limited to (i) interest and taxes; (ii) brokerage commissions, if any; (iii)
insurance premiums for fidelity and other coverage requisite to its operations;
(iv) compensation and expenses of its Trustees other than those associated or
affiliated with the Management Corporation; (v) legal and audit expenses; (vi)
custodian and transfer agent fees and expenses; (vii) expenses incident to the
redemption of its
-2-
<PAGE>
shares; (viii) expenses incident to the issuance of its shares against payment
therefor by or on behalf of the subscribers thereto; (ix) fees and expenses,
other than as hereinabove provided, incident to the registration under Federal
and State securities laws of shares of the Fund for public sale; (x) expenses of
printing and mailing reports, notices, and proxy material to shareholders of the
Fund; (xi) except as noted above, all other expenses incidental to holding
regular annual meetings of the Fund's shareholders; and (xii) such extraordinary
non-recurring expenses as may arise, including litigation affecting the Fund and
the legal obligation which the Fund may have to indemnify its officers and
Trustees with respect thereto.
4. Portfolio Transactions and Brokerage
(a) The Management Corporation is authorized, for the purchase and sale of
the Fund's portfolio securities, to employ such securities dealers as may, in
the best judgment of the Management Corporation, implement the policy of the
Fund to obtain prompt and reliable execution of orders at the most favorable net
price. Consistent with this policy, the Management Corporation is authorized to
direct the execution of the Fund's portfolio transactions to dealers furnishing
statistical information or research deemed by the Management Corporation to be
useful or valuable to the performance of its investment advisory functions for
the Fund.
5. Compensation of the Management Corporation
(a) The Fund agrees to pay the Management Corporation and the Management
Corporation agrees to accept as full compensation for all services rendered by
the Management Corporation as such, an annual fee payable monthly and computed
on the net asset value of the Fund as of the close of business each day at the
following annual rates:
.500% of the first $250 million of net assets;
.475% of the next $250 million of net assets;
.450% of the next $250 million of net assets;
.425% of the next $250 million of net assets;
.400% of the next $250 million of net assets;
.375% of the next $250 million of net assets;
.350% of the next $500 million of net assets; and
.325% of net assets in excess of $2 billion
(b) Regardless of any of the above provisions, the Management Corporation
guarantees that the total expenses of the Fund in any fiscal year, exclusive of
taxes, interest and brokerage commissions, and extraordinary expenses such as
litigation costs, shall not exceed, and the Management Corporation undertakes to
pay or refund to the Fund any amount by which such expenses shall 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.
6. Use of Name
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<PAGE>
The Management Corporation hereby grants to the Fund a royalty-free,
non-exclusive license to use the name "Centennial" in the name of the Fund, and
to use any trademarks or servicemarks, whether or not registered, which it may
own. To the extent necessary to protect the Management Corporation's rights to
the name "Centennial" under applicable law, such license shall allow the
Management Corporation to inspect and, subject to control by the Fund's Board,
control the nature and quality of services offered by the Fund under such name.
The license may be terminated by the Management Corporation upon termination of
this Agreement in which case the Fund shall have no further right to use the
name "Centennial" in its name or otherwise or any of such marks, and the Fund,
the holders of its shares, and its officers and Trustees shall promptly take
whatever action may be necessary to change its name accordingly. The name
"Centennial" or any of said marks may be used by the Management Corporation in
connection with any of its activities, or licensed by the Management Corporation
to any other party.
7. Duration and Termination
(a) This Agreement shall go into effect on the date first set forth above
and shall continue in effect until December 31, 1991, and thereafter from year
to year, but only so long as such continuance is specifically approved at least
annually by the Board of Trustees, including the vote of a majority of the
Trustees of the Fund who are not parties to this Agreement or "interested
persons" (as defined in the Investment Company Act of 1940) of any such party
cast in person at a meeting called for the purpose of voting on such approval,
or by the vote of the holders of a "majority" (as so defined) of the outstanding
voting securities of the Fund and by such a vote of the Board of Trustees.
(b) This Agreement may be terminated by the Management Corporation at any
time without penalty upon giving the Fund sixty days' written notice (which
notice may be waived by the Fund) and may be terminated by the Fund at any time
without penalty upon giving the Management Corporation sixty days' notice (which
notice may be waived by the Management Corporation), provided that such
termination by the Fund shall be directed or approved by the vote of a majority
of all of the Trustees of the Fund then in office or by the vote of the holders
of a "majority" (as defined in the Investment Company Act of 1940) of the voting
securities of the Fund at the time outstanding and entitled to vote. This
Agreement shall automatically terminate in the event of its "assignment" (as
that term is defined in the Investment Company Act of 1940).
8. Disclaimer of Shareholder Liability
The Management Corporation understands that the obligations of this
Agreement are not binding upon any Trustee or shareholder of the Fund
personally, but bind only the Fund's property. The Management Corporation
represents that it has notice of the provisions of the Declaration of Trust
disclaiming Trustee and shareholder liability for acts or obligations of the
Fund.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers as of the day and
year first above written.
CENTENNIAL MONEY MARKET TRUST
Attest:
By: /s/ Andrew J. Donohue
/s/ Patricia Foster Andrew J. Donohue, Vice President and Secretary
CENTENNIAL ASSET MANAGEMENT CORPORATION
Attest:
By: /s/ Katherine P. Feld
/s/ Patricia Foster Katherine P. Feld, Secretary
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Deloitte & Exhibit 16(12)(i)
Touche LLP Suite 3600 Telephone: (303) 292-5400
555 Seventeenth StFacsimile: (303) 312-4000
Denver, Colorado 80202-3942
November 21, 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, Inc. (DCAF) and Centennial Money Market Trust (CMMT) which is
attached as an Exhibit of CMMT's Registration Statement under the Securities Act
of 1933 on Form N-14 filed with the Securities and Exchange Commission on August
16, 1997 (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), of the Internal Revenue Code of 1986, as amended ("the
Code") 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 Code, and
under the regulations promulgated thereunder.
<PAGE>
Centennial Money Market Trust
November 21, 1997
Page 2
2. DCAF and CMMT 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 DCAF upon the
distribution of shares of beneficial interest in CMMT to the shareholders of
DCAF pursuant to Section 354 of the Code.
4. Under Section 361(a) of the Code no gain or loss will be recognized by DCAF
by reason of the transfer of substantially all of its assets solely in
exchange for shares of CMMT.
5. Under Section 1032 of the Code 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
and CMMT's assumption of certain liabilities of DCAF.
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, of the Code.
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, of the Code.
Very truly yours,
/s/ Deloitte & Touche LLP
Deloitte& Exhibit 16(12)(ii)
Touche LLP Suite 3600 Telephone: (303) 292-5400
555 Seventeenth StFacsimile: (303) 312-4000
Denver, Colorado 80202-3942
November 21, 1997
Daily Cash Accumulation Fund, Inc.
6803 So. Tucson Way
Englewood, CO 80112
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between Daily Cash
Accumulation Fund, Inc. (DCAF) and Centennial Money Market Trust (CMMT) which is
attached as an Exhibit of CMMT's Registration Statement under the Securities Act
of 1933 on Form N-14 filed with the Securities and Exchange Commission on August
16, 1997 (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), of the Internal Revenue Code of 1986, as amended ("the
Code") 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 Code, and
under the regulations promulgated thereunder.
<PAGE>
Daily Cash Accumulation Fund
November 21, 1997
Page 2
2. DCAF and CMMT 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 DCAF upon the
distribution of shares of beneficial interest in CMMT to the shareholders of
DCAF pursuant to Section 354 of the Code.
4. Under Section 361(a) of the Code no gain or loss will be recognized by DCAF
by reason of the transfer of substantially all of its assets solely in
exchange for shares of CMMT.
5. Under Section 1032 of the Code 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
and CMMT's assumption of certain liabilities of DCAF.
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, of the Code.
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, of the Code.
Very truly yours,
/s/ Deloitte & Touche LLP
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his capacity as Trustee and/or as Treasurer
(Principal Financial and Accounting Officer) of CENTENNIAL MONEY MARKET TRUST, a
Massachusetts business trust (the "Fund"), to sign on his behalf any and all
Registration Statements (including any post-effective amendments to Registration
Statements) under the Securities Act of 1933, the Investment Company Act of 1940
and any amendments and supplements thereto, and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.
Dated: December 16, 1997
/s/ George C. Bowen
-------------------------------
George C. Bowen
