Registration No. 2-65245
File No. 811-2945
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 [X]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. 26 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
Amendment No. 28 [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) (Zip Code)
1-800-525-9310
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(Registrant's Telephone Number, including Area Code)
Andrew J. Donohue, Esq.
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OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
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(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)
[ ] On _______________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] On May 16, 1999 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On _______________ pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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Centennial Money Market Trust
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Prospectus dated May __, 1999
Centennial Money Market Trust is a money market mutual fund. Its goal is
to seek the maximum current income that is consistent with low capital risk and
the maintenance of liquidity. The Trust invests in "money market" securities
meeting specified quality, maturity and diversification standards. Money market
securities include U.S. Treasury bills, commercial paper, bank certificates of
deposit and other marketable short-term debt instruments (issued by the U.S.
Government or its agencies, or by corporations or banks) maturing in or called
for redemption in one year or less. Shares of the Trust are sold at net asset
value without a sales charge.
This Prospectus contains important information about the Trust's
objective, its investment policies, strategies and risks. It also contains
important information about how to buy and sell shares of the Trust and other
account features. Please read this Prospectus carefully before you invest and
keep it for future reference about your account.
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the Trust's securities nor has it determined that this
Prospectus is accurate or complete. It is a criminal offense to represent
otherwise.
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Contents
A B O U T T H E T R U S T
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The Trust's Objective and Investment Strategies
Main Risks of Investing in the Trust
The Trust's Past Performance
Fees and Expenses of the Trust
About the Trust's Investments
How the Trust is Managed
A B O U T Y O U R A C C O U N T
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How to Buy Shares
Special Investor Services
How to Sell Shares
By Mail
By Telephone
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends and Tax Information
Financial Highlights
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A B O U T T H E T R U S T
The Trust's Objective and Investment Strategies
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What Is the Trust's Investment Objective? The Trust's objective is to seek
the maximum current income that is consistent with low capital risk and the
maintenance of liquidity.
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What Does the Trust Invest In? The Trust is a money market fund. It invests in a
variety of high-quality money market securities to seek income. Money market
securities are short-term debt instruments issued by the U.S. government,
domestic and foreign corporations and financial institutions and other entities.
They include, for example, bank obligations, repurchase agreements, commercial
paper, other corporate debt obligations and government debt obligations.
Who Is the Trust Designed For? The Trust may be appropriate for investors who
want to earn income at current money market rates while preserving the value of
their investment, because the Trust is managed to keep its share price stable at
$1.00. Income on short-term securities tends to be lower than income on longer
term debt securities, so the Trust's yield will likely be lower than the yield
on longer-term fixed income funds. The Trust also offers easy access to your
money through wire redemption privileges. The Trust does not invest for the
purpose of seeking capital appreciation or gains.
Main Risks of Investing in the Trust
All investments carry risks to some degree. Funds that invest in debt
obligations for income may be subject to credit risks and interest rate risks.
However, the Trust is a money market fund that seeks income by investing in
short-term debt securities that must meet strict standards set by its Board of
Trustees following special rules for money market funds under federal law. These
include requirements for maintaining high credit quality in the Trust's
portfolio, a short average portfolio maturity to reduce the effects of changes
in interest rates on the value of the Trust's securities and diversifying the
Trust's investments among issuers to reduce the effects of a default by any one
issuer on the value of the Trust's shares.
Even so, there are risks that any of the Trust's holdings could have its
credit rating downgraded, or the issuer could default, or that interest rates
could rise sharply, causing the value of the Trust's securities (and its share
price) to fall. As a result, there is a risk that the Trust's shares could fall
below $1.00 per share.
The Trust's investment manager, Centennial Asset Management Corporation,
tries to reduce risks by diversifying investments and by carefully researching
securities before they are purchased. However, an investment in the Trust is not
a complete investment program. The rate of the Trust's income will vary from day
to day, generally reflecting changes in overall short-term interest rates. There
is no assurance that the Trust will achieve its investment objective.
An investment in the Trust is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Trust seeks
to preserve the value of your investment at $1.00 per share, it is possible to
lose money by investing in the Trust.
The Trust's Past Performance
The bar chart and table below show how the Trust's returns may vary over time,
by showing changes in the performance for Class A shares of the Trust from year
to year for the last ten calendar years and average annual total returns on
Class A shares for the 1-, 5- and 10- year periods. Variability of returns is
one measure of the risks of investing in a money market fund. The Trust's past
investment performance is not necessarily an indication of how the Trust will
perform in the future.
Annual Total Returns (Class A) (% as of 12/31 each year)
[See appendix to prospectus for annual total return data for bar chart.]
During the period shown in the bar chart, the highest return for a calendar
quarter was __% (_Q'__) and the lowest return for a calendar quarter was __%
(_Q'__).
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Average Annual Total 5 Years 10 Years
Returns for the (or life of class, (or life of class,
periods 1 Year if less) if less)
ending December 31,
1998
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Centennial Money
Market ____% ____% ____%
Trust (Class A Shares)
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The returns in the table measure the performance of a hypothetical account and
assume that all dividends have been reinvested in additional shares. Class Y
shares were not offered during the year ending December 31, 1998. Accordingly,
no performance information is shown on Class Y shares. The total returns are not
the Trust's current yield. The Trust's yield more closely reflects the Trust's
current earnings.
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To obtain the Trust's current 7-day yield information, please call the Transfer
Agent toll-free at 1-800-852-8457.
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Fees and Expenses of the Trust
The Trust pays a variety of expenses directly for management of its assets,
administration and other services. Those expenses are subtracted from the
Trust's assets to calculate the Trust's net asset value per share. All
shareholders therefore pay those expenses indirectly. Shareholders pay other
expenses directly, such as account transaction charges. The following tables are
provided to help you understand the fees and expenses you may pay if you buy and
hold Class Y shares of the Trust. The numbers below are based upon the Trust's
expenses for its Class A shares during the fiscal year ended June 30, 1998.
Class Y shares were not offered during the fiscal year ended June 30, 1998.
Shareholder Fees. The Trust does not charge any initial sales charge to buy
Class Y shares or to reinvest dividends. There are no exchange fees or
redemption fees and no contingent deferred sales charges.
Annual Trust Operating Expenses (deducted from Trust assets):
(% of average daily net assets)
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Class A Class Y
Shares Shares
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Management Fees (after waiver) 0.34% 0.34%
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Service (12b-1) Fees 0.20% 0.00%
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Other Expenses 0.12% 0.03%
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Total Annual Operating Expenses 0.66% 0.37%
(after waiver)
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"Other expenses" in the table include transfer agent fees, custodial fees, and
accounting and legal expenses the Trust pays. Unlike Class A shares, Class Y
shares will not incur a service fee.
The Annual Operating Expenses are net of a voluntary waiver by the Trust's
investment manager, Centennial Asset Management Corporation, which was in effect
during a portion of the Trust's fiscal year ended June 30, 1998. Without such
waiver, "Management Fees" and "Total Annual Operating Expenses" would have been
0.36% and 0.68% of average net assets, respectively. On November 27, 1997, the
Manager withdrew its voluntary waiver and amended its Investment Advisory
Agreement with the Trust.
Example. This example is intended to help you compare the cost of investing in
the Trust with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in shares of the Trust for the time and reinvest your
dividends and distributions. The example also assumes that your investment has a
5% return each year and that the Trust's expenses remain the same. Your actual
costs may be higher or lower, because expenses will vary over time. Based on
these assumptions your expenses would be as follows:
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1 year 3 years 5 years 10 years
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Class A Shares $7 $21 $37 $82
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Class Y Shares $ $ $ $
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About the Trust's Investments
The Trust's Principal Investment Policies. In seeking the maximum current income
that is consistent with low capital risk and the maintenance of liquidity, the
Trust invests in short-term money market securities meeting quality standards
established for money market funds under the Investment Company Act. The
Statement of Additional Information contains more detailed information about the
Trust's investment policies and risks.
o What Types of Money Market Securities Does the Trust Invest In? The
following is a brief description of the types of money market securities the
Trust may invest in. Money market securities are high-quality, short-term debt
instruments that may be issued by the U.S. government, corporations, banks or
other entities. They may have fixed, variable or floating interest rates. All of
the Trust's investments must meet the special quality requirements set under the
Investment Company Act and described briefly below.
o U.S. Government Securities. These include 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. Some are direct
obligations of the U.S. Treasury, such as Treasury bills, notes and bonds, and
are supported by the full faith and credit of the United States. Other U.S.
government securities, such as pass-through certificates issued by the
Government National Mortgage Association (Ginnie Mae), are also supported by the
full faith and credit of the U.S. government. Some government securities are
supported by the right of the issuer to borrow from the U.S. Treasury, such as
securities of Federal National Mortgage Corporation (Fannie Mae). Others may be
supported only by the credit of the instrumentality, such as obligations of the
Federal Home Loan Mortgage Corporation (Freddie Mac).
o Bank Obligations. The Trust may buy certificates of deposit, bankers'
acceptances, and other bank obligations. They must be :
o obligations of a domestic bank having total assets of at least $1 billion
or
o U.S. dollar-denominated obligations of a foreign bank with total assets
of at least U.S. $1 billion.
No more than 25% of the Trust's assets will be invested in securities issued by
foreign banks. That limitation does not apply to securities issued by foreign
branches of U.S. banks.
o Commercial Paper. Commercial paper is a short-term, unsecured promissory
note of a domestic or foreign company. The Trust may buy commercial paper
maturing in nine months or less from the date of purchase only if it meets the
Trust's quality standards, described below.
o Corporate Obligations. The Trust may invest in other short-term corporate
debt obligations, besides commercial paper, that at the time of purchase by the
Trust meet the Trust's quality standards, described below.
o Other Money Market Obligations. The Trust may invest in money market
obligations other than those listed above if they are subject to repurchase
agreements calling for delivery in twelve months or less or guaranteed as to
their principal and interest by the U.S. Government or one of its agencies, or
by bank or a corporation whose commercial paper may be purchased by the Trust.
The guaranteed obligations must be due within twelve months or less from the
date of purchase.
Additionally, the Trust may buy other money market instruments that its
Board of Trustees approves from time to time. They must be U.S.
dollar-denominated short-term investments that the Board must determine to have
minimal credit risks. They also must be of "high quality" as determined by a
national rating organization. The Trust may buy an unrated security that
otherwise meets those qualifications.
o What Credit Quality and Maturity Standards Apply to the Trust's
Investments? Debt instruments, including money market instruments, are subject
to credit risk, the risk that the issuer might not make timely payments of
interest on the security or repay principal when it is due. The Trust may buy
only those securities that meet standards set in the Investment Company Act for
money market funds. For example, the Trust must maintain an average portfolio
maturity of not more than 90 days. Some of the Trust's investment restrictions
are more restrictive than the standards that apply to all money market funds.
For example, as a matter of fundamental policy, the Trust may not invest in any
debt instrument having a maturity in excess of one year from the date of the
investment. The Board of Trustees has adopted procedures to evaluate securities
for the Trust's portfolio and the Manager has the responsibility to implement
those procedures when selecting investments for the Trust.
In general, those procedures require that securities be rated in one of
the two highest short-term rating categories of two national rating
organizations. At least 95% of the Trust's assets must be invested in securities
of issuers with the highest credit rating. No more than 5% of the Trust's assets
can be invested in securities with the second highest credit rating. In some
cases, the Trust can buy securities rated by one rating organization or unrated
securities that the Manager judges to be comparable in quality to the two
highest rating categories.
The procedures also limit the amount of the Trust's assets that can be
invested in the securities of any one issuer (other than the U.S. government,
its agencies and instrumentalities), to spread the Trust's investment risks.
o Can the Trust's Investment Objective and Policies Change? The Trust's
Trustees may change non-fundamental policies without shareholder approval,
although significant changes will be described in amendments to this Prospectus.
Fundamental policies are those that cannot be changed without the approval of a
majority of the Trust's outstanding voting shares. The Trust's investment
objective is a fundamental policy. The Trust's investment policies and
techniques are not fundamental unless this Prospectus or the Statement of
Additional Information says that a particular policy is fundamental.
Other Investment Strategies. To seek its objective, the Trust may also use the
investment techniques and strategies described below. These techniques involve
certain risks. The Statement of Additional Information contains more information
about some of these practices, including limitations on their use that are
designed to reduce some of the risks.
o Asset-Backed Securities. The Trust may invest in asset-backed
securities. These are fractional interests in pools of consumer loans and other
trade receivables. They are backed by a pool of assets, such as credit card or
auto loan receivables, which are the obligations of a number of different
parties. The income from the underlying pool is passed through to holders, such
as the Trust.
These securities are frequently supported by a credit enhancement, such as
a letter of credit a guarantee or a preference right. However, the credit
enhancement generally applies only to a fraction of the security's value. If the
issuer of the security has no security interest in the related collateral, there
is the risk that the Trust could lose money if the issuer defaults.
o Floating Rate/Variable Rate Notes. Some of the notes the Trust 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 Trust 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 the Trust is able 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 which guarantees payment.
o Repurchase Agreements. The Trust may enter into repurchase agreements.
In a repurchase transaction, the Trust buys a security and simultaneously sells
it to the vendor for delivery at a future date. Repurchase agreements must be
fully collateralized. However, if the vendor fails to pay the resale price on
the delivery date, the Trust may incur costs in disposing of the collateral and
may experience losses if there is any delay in its ability to do so. The Trust
will not enter into repurchase transactions that will cause more than 10% of the
Trusts net assets to be subject to repurchase agreements having a maturity
beyond seven days. There is no limit on the amount of the Trust's net assets
that may be subject to repurchase agreements maturing in seven days or less.
o Illiquid and Restricted Securities. 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. Restricted securities may have
a contractual limit on resale or may require registration under federal
securities laws before they can be sold publicly. The Trust will not invest more
than 10% of its net assets in illiquid securities, including repurchase
agreements of more than seven days' duration and other securities that are not
readily marketable. That limit does not apply to certain restricted securities
that are eligible for resale to qualified institutional purchasers or purchases
of commercial paper that may be sold without registration under the Federal
securities laws. The Trust may invest up to 25% of its net assets in restricted
securities, subject to the 10% limit on illiquid securities. The Manager
monitors holdings of illiquid securities on an ongoing basis to determine
whether to sell any holdings to maintain adequate liquidity. Difficulty in
selling a security may result in a loss to the Trust or additional costs.
Year 2000 Risks. Because many computer software systems in use today cannot
distinguish the year 2000 from the year 1900, the markets for securities in
which the Trust invests could be detrimentally affected by computer failures
beginning January 1, 2000. Failure of computer systems used for securities
trading could result in settlement and liquidity problems for the Trust and
other investors. That failure could have a negative impact on handling
securities trades, pricing and accounting services. Data processing errors by
government issuers of securities could result in economic uncertainties, and
those issuers may incur substantial costs in attempting to prevent or fix such
errors, all of which could have a negative effect on the Trust's investments and
returns.
The Manager, the Distributor and the Transfer Agent have been working on
necessary changes to their computer systems to deal with the year 2000 and
expect that their systems will be adapted in time for that event, although there
cannot be assurance of success. Additionally, the services they provide depend
on the interaction of their computer systems with those of brokers, information
services, the Trust's Custodian and other parties. Therefore, any failure of the
computer systems of those parties to deal with the year 2000 may also have a
negative effect on the services they provide to the Trust. The extent of that
risk cannot be ascertained at this time.
How the Trust is Managed
The Manager. The Trust's investment adviser is Centennial Asset Management
Corporation. The Manager is responsible for selecting the Trust's investments
and handles its day-to-day business. The Manager carries out its duties, subject
to the policies established by the Board of Trustees, under an Investment
Advisory Agreement which states the Manager's responsibilities. The Agreement
sets forth the fees paid by the Trust to the Manager and describes the expenses
that the Trust is responsible to pay to conduct its business.
The Manager, a wholly-owned subsidiary of OppenheimerFunds, Inc., has
operated as an investment advisor since 1978. The Manager and its affiliates
currently advise investment companies with assets of more than $95 billion as of
December 31, 1998, and with more than 4 million shareholder accounts. The
Manager is located at 6803 South Tucson Way, Englewood, CO 80112.
o Portfolio Managers. Carol E. Wolf and Arthur J. Zimmer are the portfolio
managers of the Trust. They are the persons principally responsible for the
day-to-day management of the Trust's portfolio. Ms. Wolf has had this
responsibility since October 1990 and Mr. Zimmer since January 1991. Ms. Wolf is
a Vice President and Mr. Zimmer a Senior Vice President of OppenheimerFunds,
Inc., and each is an officer and portfolio manager of other funds for which
OppenheimerFunds, Inc. or the Manager serves as investment advisor.
o Advisory Fees. Under the Investment Advisory Agreement, the Trust pays
the Manager an advisory fee at an annual rate that declines on additional assets
as the Trust grows: 0.500% of the first $250 million of net assets; 0.475% of
the next $250 million of net assets; 0.450% of the next $250 million of net
assets; 0.425% of the next $250 million of net assets; 0.400% of the next $250
million of net assets; 0.375% of the next $250 million of net assets; 0.350% of
the next $500 million of net assets; and 0.325% of net assets in excess of $2
billion. Furthermore, the Manager guarantees that the total expenses of the
Trust in any fiscal year, exclusive of taxes, interest and brokerage
commissions, and extraordinary expenses such as litigation costs, shall not
exceed, and the Manager undertakes to pay or refund to the Trust any amount by
which such expenses shall exceed, the lesser of (i) 1.5% of the average annual
net assets of the Trust 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 Trust. The Trust's management fee for the fiscal year ended June 30, 1998
was 0.34% of the Trust's average annual net assets.
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A B O U T Y O U R A C C O U N T
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How to Buy Shares
How Are Shares Purchased? You can buy shares directly through your dealer,
broker or financial institution that has a sales agreement with the Trust's
Distributor. The Distributor, in its sole discretion, may reject any purchase
order for the Trust's shares.
The Trust intends to be as fully invested as possible to maximize its
yield. Therefore, newly-purchased shares normally will begin to accrue dividends
after the Distributor accepts your purchase order, starting on the business day
after the Trust receives Federal Funds from your purchase payment.
n Buying Shares Through Automatic Purchase and Redemption Programs.
Broker-dealers whose clients participate in Automatic Purchase and Redemption
Programs will establish Program Accounts for those clients. If you have a
Program Account and you have selected the Trust as the primary fund, your
broker-dealer will invest "free cash balances" in your Program Account in shares
of the Trust. These purchases will be made in accordance with procedures
described in "Guaranteed Payment" below. The Program Account may have minimum
investment requirements established by the broker-dealer. All questions about
your Automatic Purchase and Redemption Program should be directed to your
broker-dealer.
|_| Guaranteed Payment Procedures. Some broker-dealers may have
arrangements with the Distributor to enable them to place purchase orders for
shares and to guarantee that the Trust's custodian bank will receive Federal
Funds to pay for the shares prior to specified times. These arrangements may
include those with broker-dealers whose clients participate in Automatic
Purchase and Redemption Programs.
o If an order for the purchase of Trust shares is received by the
Distributor prior to 12:00 Noon on a regular business day with the
broker-dealer's guarantee that the Trust's custodian will receive payment for
those shares in Federal Funds by 2:00 P.M. on the same day, the order will be
effected at the net asset value determined at 12:00 Noon and dividends will
begin to accrue on the shares on that day if the Federal Funds are received by
the required time.
o If an order for the purchase of Trust shares is received by the
Distributor after 12:00 Noon on a regular business day with the broker-dealer's
guarantee that the Trust's custodian will receive payment for those shares in
Federal Funds by 2:00 P.M. on the day the order is received, the order will be
effected at the net asset value determined at 4:00 P.M that day and dividends
will begin to accrue on the shares purchased on that day if the Federal Funds
are received by the required time.
o If an order for the purchase of Trust shares is received by the
Distributor between 12:00 Noon and 4:00 P.M. on a regular business day with the
broker-dealer's guarantee that the Trust's custodian will receive payment for
those shares in Federal Funds by 4:00 P.M. on the day the order is received, the
order will be effected at the net asset value determined at 4:00 P.M. and
dividends will begin to accrue on the shares purchased on that day if the
Federal Funds are received by the required time.
How Much Must You Invest? You can open account with a minimum initial investment
of $10 million and make additional investments at any time with as little as
$____. The minimum investment requirement does not apply to reinvesting
dividends from the Trust.
At What Price Are Shares Sold? Shares are sold at their offering price, which is
the net asset value per share without any sales charge. The net asset value per
share will normally remain fixed at $1.00 per share. However, there is no
guarantee that the Trust will maintain a stable net asset value of $1.00 per
share.
The offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the Distributor
receives the purchase order at its offices in Denver, Colorado, or after any
agent appointed by the Distributor receives the order and sends it to the
Distributor.
o The net asset value of the Trust's shares is determined twice on each
day The New York Stock Exchange is open for trading (referred to in this
Prospectus as a "regular business day") at 12:00 Noon and at 4:00 P.M. All
references to time in this Prospectus mean "New York time".
The net asset value per share is determined by dividing the value of the
Trust's net assets by the number of shares that are outstanding. Under a policy
adopted by the Trust's Board of Trustees the Trust uses the amortized cost
method to value its securities to determine net asset value.
o To receive the offering price for a particular day, in most cases the
Distributor or its designated agent must receive your order by 4:00 P.M. that
day. If your order is received on a day when the Exchange is closed or after
4:00 P.M. on a regular business day, the order will receive the next offering
price that is determined after your order is received.
o If you buy shares through a dealer, your dealer must receive the order
by 4:00 P.M. and transmit it to the Distributor so that it is received before
the Distributor's close of business on a regular business day (normally 5:00
P.M.) to receive that day's offering price. Otherwise, the order will receive
the next offering price that is determined.
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What Classes of Shares Does the Trust Offer? The Trust offers investors two
different classes of shares, Class A and Class Y. The different classes of
shares represent investments in the same portfolio of securities, but the
classes are subject to different expenses and will likely have different
share prices. The Trust's Class A Shares are offered by a separate prospectus
dated October 30, 1998, as supplemented on ____, 1999. Class Y shares are
offered only to certain institutional investors who have special agreements with
the Distributor.
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Who Can Buy Class Y Shares? Class Y shares are sold at net asset value per
share without sales charge directly to certain institutional investors that
have special agreements with the Distributor for this purpose. Individual
investors cannot buy Class Y shares directly.
An institutional investor that buys Class Y shares for its customers'
accounts may impose charges on those accounts. The procedures for buying,
selling, exchanging and transferring the Fund's other classes of shares and the
special account features available to investors buying those other classes of
shares do not apply to Class Y shares. An exception is that the time those
orders must be received by the Distributor or its agents or by the Transfer
Agent is the same for Class y as for other share classes. Those instructions
must be submitted by the institutional investor, not by its customers for whose
benefit the share are held.
How to Sell Shares
You can sell (redeem) some or all of your shares on any regular business day.
Your shares will be sold at the next net asset value calculated after your order
is received in proper form (which means that it must comply with the procedures
described below) and is accepted by the Transfer Agent.
If you participate in an Automatic Purchase and Redemption Program sponsored by
your broker-dealer, you may redeem shares held in your Program Account by
contacting your broker or dealer. You may also arrange for "Expedited
Redemptions" as described below through your broker or dealer. If you have
questions about any of these procedures, and especially if you are redeeming
shares in a special situation, such as due to the death of the owner or from a
retirement plan account, please call the Transfer Agent for assistance first, at
1-800-525-9310.
o Certain Requests Require a Signature Guarantee. To protect you and the
Trust from fraud, the following redemption requests must be in writing and must
include a signature guarantee (although there may be other situations that also
require a signature guarantee):
o You wish to redeem $50,000 or more and receive a check o The redemption
check is not payable to all shareholders listed on
the account statement
o The redemption check is not sent to the address of record on your
account statement
o Shares are being transferred to a Fund account with a different
owner or name
o Shares are being redeemed by someone (such as an Executor) other
than the owners
o Where Can I Have My Signature Guaranteed? The Transfer Agent will accept
a guarantee of your signature by a number of financial institutions, including:
a U.S. bank, trust company, credit union or savings association, or by a foreign
bank that has 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, a registered securities association or a
clearing agency. If you are signing on behalf of a corporation, partnership or
other business or as a fiduciary, you must also include your title in the
signature.
o Sending Redemption Proceeds by Wire. While the Trust normally sends your
money by check, you can arrange to have the proceeds of the shares you sell sent
by Federal Funds wire to a bank account you designate. It must be a commercial
bank that is a member of the Federal Reserve wire system. The minimum redemption
you can have sent by wire is $2,500. There is a $10 fee for each wire. To find
out how to set up this feature on your account or to arrange a wire, call the
Transfer Agent at 1-800-525-9310.
How Do I Sell Shares by Mail? Write a "letter of instructions" that includes:
o Your name o The Trust's name o Your Trust account number (from your
account statement) o The dollar amount or number of shares to be redeemed
o Any special payment instructions o Any share certificates for the shares
you are selling o The signatures of all registered owners exactly as the
account is
registered, and
o Any special documents requested by the Transfer Agent to assure proper
authorization of the person asking to sell the shares.
- ------------------------------------------------------------------------------
Use the following address for requests by mail:
- ------------------------------------------------------------------------------
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217-5270
- ------------------------------------------------------------------------------
Send courier or express mail requests to:
- ------------------------------------------------------------------------------
Shareholder Services, Inc.
10200 E. Girard Avenue, Building D
Denver, Colorado 80231
How Do I Sell Shares by Telephone? To receive the redemption price on a regular
business day, the Transfer Agent must receive the request by 4:00 P.M. on that
day. You may not redeem shares held under a share certificate by telephone. To
redeem shares through a service representative, call 1-800-852-8457. Proceeds of
telephone redemptions will be paid by check payable to the shareholder(s) of
record and will be sent to the address of record for the account. Up to $50,000
may be redeemed by telephone in any 7-day period. The check must be payable to
all owners of record of the shares and must be sent to the address on the
account statement. This service is not available within 30 days of changing the
address on an account.
Can I Sell Shares Through My Dealer? The Distributor has made arrangements to
repurchase Trust shares from dealers and brokers on behalf of their customers.
Brokers or dealers may charge for that service. If your shares are held in the
name of your dealer, you must redeem them through your dealer.
Will I Pay a Sales Charge When I Sell My Shares? The Trust does not charge a fee
when you redeem Class Y shares of this Trust that you bought directly or by
reinvesting dividends or distributions from the Trust.
Shareholder Account Rules and Policies
More information about the Trust's policies and procedures for buying and
selling shares is contained in the Statement of Additional Information.
o The offering of shares may be suspended during any period in which the
determination of net asset value is suspended, and the offering may be suspended
by the Board of Trustees at any time they believe it is in the Trust's best
interest to do so.
o Telephone Transaction Privileges for purchases and redemptions may be
modified, suspended or terminated by the Trust at any time. If an account has
more than one owner, the Trust and the Transfer Agent may rely on the
instructions of any one owner. Telephone privileges apply to each owner of the
account and the dealer representative of record for the account unless the
Transfer Agent receives cancellation instructions from an owner of the account.
o The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. The Transfer Agent and the Trust will
not be liable for losses or expenses arising out of telephone instructions
reasonably believed to be genuine.
o Redemption or transfer requests will not be honored until the Transfer
Agent receives all required documents in proper form. From time to time, the
Transfer Agent in its discretion may waive certain of the requirements for
redemptions stated in this Prospectus.
o Dealers that can perform account transactions for their clients by
participating in NETWORKING through the National Securities Clearing Corporation
are responsible for obtaining their clients' permission to perform those
transactions, and are responsible to their clients who are shareholders of the
Trust if the dealer performs any transaction erroneously or improperly.
o Payment for redeemed shares ordinarily is made in cash. It is forwarded
by check or by Federal Funds wire (as elected by the shareholder) within seven
days after the Transfer Agent receives redemption instructions in proper form.
However, under unusual circumstances determined by the Securities and Exchange
Commission, payment may be delayed or suspended. For accounts registered in the
name of a broker-dealer, payment will normally be forwarded within three
business days after redemption.
o The Transfer Agent may delay forwarding a check or processing a payment
via Federal Funds wire for recently purchased shares, but only until the
purchase payment has cleared. That delay may be as much as 10 days from the date
the shares were purchased. That delay may be avoided if you purchase shares by
Federal Funds wire or certified check, or arrange with your bank to provide
telephone or written assurance to the Transfer Agent that your purchase payment
has cleared.
o To avoid sending duplicate copies of materials to households, the Trust
will mail only one copy of each annual and semi-annual report to shareholders
having the same last name and address on the Trust's records. However, each
shareholder may call the Transfer Agent at 1-800-525-7048 to ask that copies of
those materials be sent personally to that shareholder.
Dividends and Tax Information
Dividends. The Trust intends to declare dividends from net investment income
each regular business day and to pay those dividends to shareholders monthly on
a date selected by the Board of Trustees. To maintain a net asset value of $1.00
per share, the Trust might withhold dividends or make distributions from capital
or capital gains. Daily dividends will not be declared or paid on newly
purchased shares until Federal Funds are available to the Trust from the
purchase payment for such shares.
Capital Gains. The Trust normally holds its securities to maturity and therefore
will not usually pay capital gains. Although the Trust does not seek capital
gains, it could realize capital gains on the sale of portfolio securities. If it
does, it may make distributions out of any net short-term or long-term capital
gains in December of each year. The Trust may make supplemental distributions of
dividends and capital gains following the end of its fiscal year.
If you participate in an Automatic Purchase and Redemption Program sponsored by
your broker-dealer, all dividends will be automatically reinvested in additional
shares of the Trust. Under the terms of the Automatic Purchase and Redemption
Program, your broker-dealer can pay redeem shares to satisfy debit balances
arising in your Program Account. If that occurs, you will be entitled to
dividends on those shares only up to and including the date of such redemption.
Taxes. If your shares are not held in a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the Fund.
Dividends paid from net investment income and short-term capital gains are
taxable as ordinary income. Long-term capital gains are taxable as long-term
capital gains when distributed to shareholders, and may be taxable at different
rates depending on how long the Fund holds the asset. It does not matter how
long you have held your shares. Whether you reinvest your distributions in
additional shares or take them in cash, the tax treatment is the same.
Every year the Fund will send you and the IRS a statement showing the
amount of each taxable distribution you received in the previous year. Any
long-term capital gains distributions will be separately identified in the tax
information the Fund sends you after the end of the calendar year.
o Remember There May be Taxes on Transactions. Because the Fund seeks to
maintain a stable $1.00 per share net asset value, it is unlikely that you will
have a capital gain or loss when you sell or exchange your shares. A capital
gain or loss is the difference between the price you paid for the shares and the
price you received when you sold them. Any capital gain is subject to capital
gains tax.
o Returns of Capital Can Occur. In certain cases, distributions made by
the Fund may be considered a non-taxable return of capital to shareholders. If
that occurs, it will be identified in notices to shareholders.
This information is only a summary of certain federal tax information
about your investment. You should consult with your tax adviser about the effect
of an investment in the Fund on your particular tax situation.
<PAGE>
Financial Highlights
The Financial Highlights Table is presented to help you understand the Trust's
financial performance for the past fiscal 5 years. Certain information reflects
financial results for a single Trust share. The total returns in the table
represent the rate that an investor would have earned [or lost] on an investment
in the Trust (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP, the Trust's independent
auditors, whose report, along with the Trust's financial statements, is included
in the Statement of Additional Information, which is available on request.
<PAGE>
For More Information About Centennial Money Market Trust:
The following additional information about the Trust is available without charge
upon request:
Statement of Additional Information
This document includes additional information about the Trust's investment
policies, risks, and operations. It is incorporated by reference into this
Prospectus (which means it is legally part of this Prospectus).
Annual and Semi-Annual Reports
Additional information about the Trust's investments and performance is
available in the Trust's Annual and Semi-Annual Reports to shareholders. The
Annual Report includes a discussion of market conditions and investment
strategies that significantly affected the Trust's performance during its last
fiscal year.
How to Get More Information:
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports, and other information about the Trust or your account:
By Telephone:
Call Shareholder Services, Inc. toll-free:
1-800-525-9310
By Mail:
Write to:
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
You can also obtain copies of the Statement of Additional Information and other
Fund documents and reports by visiting the SEC's Public Reference Room in
Washington, D.C. (Phone 1-800-SEC-0330) or the SEC's Internet web site at
http://www.sec.gov. Copies may be obtained upon payment of a duplicating fee by
writing to the SEC's Public Reference Section, Washington, D.C. 20549-6009.
No one has been authorized to provide any information about the Fund or to make
any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any state
or other jurisdiction where it is unlawful to make such an offer.
The Trust's shares are distributed by:
SEC File No. 811-5051 (logo)OppenheimerFunds
Distributor, Inc.
PR0150.001.0599 Printed on recycled paper
<PAGE>
- ------------------------------------------------------------------------------
Centennial Money Market Trust
- ------------------------------------------------------------------------------
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-9310
Statement of Additional Information dated May __, 1999
This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Trust and supplements
information in the Prospectus dated May __, 1999. 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, or
by calling the Transfer Agent at the toll-free number shown above.
Contents
Page
About the Trust
Additional Information about the Trust's Investment Policies and Risks........
The Trust's Investment Policies..........................................
Other Investment Strategies..............................................
Investment Restrictions..................................................
How the Trust is Managed......................................................
Organization and History.................................................
Trustees and Officers of the Trust............................................
The Manager..............................................................
Performance of the Trust......................................................
About Your Account
How To Buy Shares.............................................................
How To Sell Shares............................................................
Dividends and Taxes...........................................................
Additional Information About the Trust........................................
Financial Information About the Trust
Independent Auditors' Report..................................................
Financial Statements..........................................................
Appendix A: Securities Ratings.............................................A-1
Appendix B: Industry Classifications.......................................B-1
Appendix C: Automatic Withdrawal Plan Provision............................C-1
<PAGE>
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A B O U T T H E T R U S T
- ------------------------------------------------------------------------------
Additional Information About the Trust's Investment Policies and Risks
The investment objective and the principal investment policies of the Trust are
described in the Prospectus. This Statement of Additional Information contains
supplemental information about those policies and the types of securities that
the Trust's investment manager, Centennial Asset Management Corporation, will
select for the Trust. Additional explanations are also provided about the
strategies the Trust may use to try to achieve its objective.
The Trust's Investment Policies. The Trust's objective is to seek the maximum
current income that is consistent with low capital risk and the maintenance of
liquidity. 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, if 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.
The Trust may sell securities prior to their maturity, to attempt to take
advantage of short-term market variations, or because of a revised credit
evaluation of the issuer or other considerations. The Trust may also do so to
generate cash to satisfy redemptions of Trust shares. In such cases, the Trust
may realize a capital gain or loss on the security.
|X| Ratings of Securities -- Portfolio Quality, Maturity and
Diversification. Under Rule 2a-7 of the Investment Company Act, the Trust uses
the amortized cost method to value its portfolio securities to determine the
Trust's net asset value per share. Rule 2a-7 places restrictions on a money
market fund's investments. Under that Rule, the Trust may purchase only those
securities that the Manager, under Board-approved procedures, has determined
have minimal credit risks and are "Eligible Securities." The rating restrictions
described in the Prospectus and this Statement of Additional Information do not
apply to banks in which the Trust's cash is kept.
An "Eligible Security" is one that has been rated in one of the two
highest short-term rating categories by any two "nationally-recognized
statistical rating organizations." That term is defined in Rule 2a-7 and they
are referred to as "Rating Organizations" in this Statement of Additional
Information. If only one Rating Organization has rated that security, it must
have been rated in one of the two highest rating categories by that Rating
Organization. An unrated security that is judged by the Manager to be of
comparable quality to Eligible Securities rated by Rating Organizations may also
be an "Eligible Security."
Rule 2a-7 permits the Trust to purchase any number of "First Tier
Securities." These are Eligible Securities that have been rated in the highest
rating category for short-term debt obligations by at least two Rating
Organizations. If only one Rating Organization has rated a particular security,
it must have been rated in the highest rating category by that Rating
Organization. Comparable unrated securities may also be First Tier Securities.
Under Rule 2a-7, the Trust may invest only up to 5% of its total assets in
"Second Tier Securities." Those are Eligible Securities that are not "First Tier
Securities." In addition, the Trust may not invest more than:
|_| 5% of its total assets in the securities of any one issuer (other than
the U.S. Government, its agencies or instrumentalities) or
|_| 1% of its total assets or $1 million (whichever is greater) in Second
Tier Securities of any one issuer.
Under Rule 2a-7, the Trust must maintain a dollar-weighted average
portfolio maturity of not more than 90 days, and the maturity of any single
portfolio investment may not exceed 397 days. Some of the Trust's existing
investment restrictions are more restrictive than the provisions of Rule 2a-7.
For example, as a matter of fundamental policy, the Trust may not invest in any
debt instrument having a maturity in excess of one year from the date of the
investment. The Board regularly reviews reports from the Manager to show the
Manager's compliance with the Trust's procedures and with the Rule.
If a security's rating is downgraded, the Manager and/or the Board of
Trustees may have to reassess the security's credit risk. If a security has
ceased to be a First Tier Security, the Manager will promptly reassess whether
the security continues to present minimal credit risk. 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 risk and whether it is in the best interests of the
Trust to dispose of it. If the Trust disposes of the security within five days
of the Manager learning of the downgrade, the Manager will provide the Board of
Trustees 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 of Trustees must determine whether it would be
in the best interests of the Trust to dispose of the security.
The Rating Organizations currently designated as nationally-recognized
statistical rating organizations by the Securities and Exchange Commission are
Standard & Poor's Corporation, Moody's Investors Service, Inc., Fitch IBCA,
Inc., Duff and Phelps, Inc., and Thomson BankWatch, Inc. Appendix A to this
Statement of Additional Information contains descriptions of the rating
categories of those Rating Organizations. Ratings at the time of purchase will
determine whether securities may be acquired under the restrictions described
above.
|X| U.S. Government Securities. U.S. Government Securities are
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. They include Treasury Bills (which mature within one year
of the date they are issued) and Treasury Notes and Bonds (which are issued
with longer maturities). All Treasury securities are backed by the full
faith and credit of the United States.
U.S. Government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of the United States, Small
Business Administration, Government National Mortgage Association, General
Services Administration, Bank for Cooperatives, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land
Banks, Maritime Administration, the Tennessee Valley Authority and the District
of Columbia Armory Board.
Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always backed by the full faith and credit of the
United States. Some, such as securities issued by the Federal National Mortgage
Association ("Fannie Mae"), are backed by the right of the agency or
instrumentality to borrow from the Treasury. Others, such as securities issued
by the Federal Home Loan Mortgage Corporation ("Freddie Mac"), are supported
only by the credit of the instrumentality and not by the Treasury. If the
securities are not backed by the full faith and credit of the United States, the
purchaser must look principally to the agency issuing the obligation for
repayment and may not be able to assert a claim against the United States if the
issuing agency or instrumentality does not meet its commitment. The Trust will
invest in U.S. Government Securities of such agencies and instrumentalities only
when the Manager is satisfied that the credit risk with respect to such
instrumentality is minimal and that the security is an Eligible Security.
|X| Bank Obligations. The types of "banks" whose securities the Trust may
buy include commercial banks, savings banks, and savings and loan associations,
which may or may not be members of the Federal Deposit Insurance Corporation.
Within the limits set forth in the Prospectus, the Trust may also buy securities
of "foreign banks" that are:
|_| foreign branches of U.S. banks ( which may be issuers of
"Eurodollar" money market instruments),
|_| U.S. branches and agencies of foreign banks (which may be issuers
of "Yankee dollar" instruments), or
|_| foreign branches of foreign banks.
|X| Insured Bank Obligations. The Federal Deposit Insurance Corporation
insures the deposits of banks and savings and loan associations up to $100,000
per investor. The Trust may invest in certificates of deposit of $100,000 or
less of a domestic bank, regardless of asset size, if the certificate of deposit
is fully insured as to principal by the FDIC. To remain fully insured as to
principal, these investments must currently be limited to $100,000 per bank. If
the principal amount and accrued interest together exceed $100,000, then the
accrued interest in excess of that $100,000 will not be insured. Because of the
limited marketability of 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.
|X| Asset-Backed Securities. These securities, issued by trusts and
special purpose corporations, are backed by pools of assets, primarily
automobile and credit-card receivables and home equity loans. They pass through
the payments on the underlying obligations to the security holders (less
servicing fees paid to the originator or fees for any credit enhancement). The
value of an asset-backed security is affected by changes in the market's
perception of the asset backing the security, the creditworthiness of the
servicing agent for the loan pool, the originator of the loans, or the financial
institution providing any credit enhancement.
Payments of principal and interest passed through to holders of
asset-backed securities are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee by
another entity or having a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally applies to
only a fraction of the asset-backed security's par value until exhausted. If the
credit enhancement of an asset-backed security held by the Trust has been
exhausted, and if any required payments of principal and interest are not made
with respect to the underlying loans, the Trust may experience losses or delays
in receiving payment.
The risks of investing in asset-backed securities are ultimately dependent
upon payment of consumer loans by the individual borrowers. As a purchaser of an
asset-backed security, the Trust would generally have no recourse to the entity
that originated the loans in the event of default by a borrower. The underlying
loans are subject to prepayments, which shorten the weighted average life of
asset-backed securities and may lower their return, in the same manner as for
prepayments of a pool of mortgage loans underlying mortgage-backed securities.
However, asset-backed securities do not have the benefit of the same security
interest in the underlying collateral as do mortgage-backed securities.
|X| Repurchase Agreements. In a repurchase transaction, the Trust acquires
a security from, and simultaneously resells it to, an approved vendor for
delivery on an agreed-upon future date. 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. An "approved vendor"
may be 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
$50 million which has been designated a primary dealer in government securities.
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. The Trust will not enter into a repurchase agreement that will cause
more than 5% of its net assets to be subject to repurchase agreements maturing
in more than seven days.
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 collateral's value 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. However, if the
vendor fails to pay the resale price on the delivery date, the Trust may incur
costs in disposing of the collateral and may experience losses if there is any
delay in its ability to do so.
Other Investment Strategies
O 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 90-day U.S. Treasury Bill rate, the rate of return on
commercial paper or bank certificates of deposit, or some other standard. The
rate on the investment is adjusted automatically each time the 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 of not 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 of an amount approximately equal to the amortized cost
of the instrument or the principal amount of the instrument 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, which are
obligations that permit the Trust to invest fluctuating amounts in a note. The
amount may change daily without penalty, pursuant to direct arrangements between
the Trust, as the note purchaser, and the issuer of the note. The interest rates
on these notes fluctuate from time to time. The issuer of this type of
obligation normally has a corresponding right in its discretion, after a given
period, to prepay the outstanding principal amount of the obligation plus
accrued interest. The issuer must give a specified number of days' notice to the
holders of those obligations. Generally, the changes in the interest rate on
those securities reduce the fluctuation in their market value. As interest rates
decrease or increase, the potential for capital appreciation or depreciation is
less than that for fixed-rate obligations having the same maturity.
Because these types of obligations are direct lending arrangements between
the note purchaser and issuer of the note, these instruments generally will not
be traded. Generally, there is no established secondary market for these types
of obligations, although they are redeemable from the issuer at face value.
Accordingly, where these obligations are not secured by letters of credit or
other credit support arrangements, the Trust's right to redeem them is dependent
on the ability of the note issuer to pay principal and interest on demand. These
types of obligations usually are not rated by credit rating agencies. The Trust
may invest in obligations that are not rated only if the Manager determines at
the time of investment that they are Eligible Securities. The Manager, on behalf
of the Trust, will monitor the creditworthiness of the issuers of the floating
and variable rate obligations in the Trust's portfolio on an ongoing basis.
There is no limit on the amount of the Trust's assets that may be invested in
floating rate and variable rate obligations that meet the requirements of Rule
2a-7.
O Loans of Portfolio Securities. To attempt to increase its income, the Trust
may lend its portfolio securities to brokers, dealers and other financial
institutions. These loans are limited to not more than 25% of the value of the
Trust's total assets and are subject to other conditions described below. The
Trust will not enter into any securities lending agreements having a maturity of
greater than one year. The Trust presently does not intend to lend its
securities, but if it does, the value of securities loaned is not expected to
exceed 5% of the value of the Trust's total assets. There are some risks in
lending securities. The Trust could experience a delay in receiving additional
collateral to secure a loan, or a delay in recovering the loaned securities.
The Trust may receive collateral for a loan. Any securities received as
collateral for a loan must mature in twelve months or less. Under current
applicable regulatory requirements (which are subject to change), on each
business day the loan collateral must be at least equal to the market value of
the loaned securities. The collateral must consist of cash, bank letters of
credit, U.S. Government securities or other cash equivalents in which the Trust
is permitted to invest. 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. Such terms and the issuing bank must be satisfactory to the
Trust.
When it lends securities, the Trust receives from the borrower an amount
equal to the interest paid or the dividends declared on the loaned securities
during the term of the loan. It may also receive negotiated loan fees and the
interest on the collateral securities, less any finders', custodian,
administrative or other fees the Trust pays in connection with the loan. The
Trust may share the interest it receives on the collateral securities with the
borrower as long as it realizes at least a minimum amount of interest required
by the lending guidelines established by its Board of Directors.
The Trust will not lend its portfolio securities to any officer, Trustee,
employee or affiliate of the Trust or its Manager. The terms of the Trust's
loans must meet certain tests under the Internal Revenue Code and permit the
Trust to reacquire loaned securities on five business days notice or in time to
vote on any important matter.
|X| Illiquid and Restricted Securities. Under the policies and procedures
established by the Trust's Board of Trustees, the Manager determines the
liquidity of certain of the Trust'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.
Illiquid securities the Trust can buy include issues that may be redeemed
only 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
that 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 Trust at a time when such sale would be desirable.
There are restricted securities that are not illiquid that the Trust can
buy. They include certain master demand notes redeemable on demand, and
short-term corporate debt instruments that are not related to current
transactions of the issuer and therefore are not exempt from registration as
commercial paper. Illiquid securities include repurchase agreements maturing in
more than 7 days, or certain participation interests other than those with puts
exercisable within 7 days.
Investment Restrictions
|X| What Are "Fundamental Policies?" Fundamental policies are those
policies that the Trust has adopted to govern its investments that can be
changed only by the vote of a "majority" of the Trust's outstanding voting
securities. Under the Investment Company Act, a "majority" vote is defined as
the vote of the holders of the lesser of:
|_| 67% or more of the shares present or represented by proxy at a
shareholder meeting, if the holders of more than 50% of the outstanding shares
are present or represented by proxy, or
|_| more than 50% of the outstanding shares.
The Trust's investment objective is a fundamental policy. Other policies
described in the Prospectus or this Statement of Additional Information are
"fundamental" only if they are identified as such. The Trust's Board of Trustees
can change non-fundamental policies without shareholder approval. However,
significant changes to investment policies will be described in supplements or
updates to the Prospectus or this Statement of Additional Information, as
appropriate. The Trust's most significant investment policies are described in
the Prospectus.
o Does the Trust Have Additional Fundamental Policies? The following
investment restrictions are fundamental policies of the Trust:
|_| The Trust cannot 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).
|_| The Trust cannot purchase more than 10% of the outstanding non-voting
securities or more than 10% of the total debt securities of any one issuer.
|_| The Trust cannot 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.
|_| The Trust cannot 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.
|_| The Trust cannot borrow money except as a temporary measure for
extraordinary or emergency purposes, and then only up to 10% of the market value
of the Trust's assets; the Trust will not make any investment when such
borrowing exceeds 5% of the value of its assets; no assets of the Trust may be
pledged, mortgaged or assigned to secure a debt.
|_| The Trust 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.
|_| The Trust cannot make loans, except the Trust may: (i) purchase debt
securities, (ii) purchase debt securities subject to repurchase agreements, or
(iii) lend its securities as described in the Statement of Additional
Information.
|_| The Trust cannot invest in commodities or commodity contracts or
invest in interests in oil, gas or other mineral exploration or mineral
development programs.
|_| The Trust cannot invest in real estate; however the Trust may purchase
debt securities issued by companies which invest in real estate or interests
therein.
|_| The Trust cannot purchase securities on margin or make short sales of
securities.
|_| The Trust cannot 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.
o The Trust cannot underwrite securities of other companies.
|_| The Trust cannot issue "senior securities," but this does not prohibit
certain investment activities for which assets of the Trust are designated as
segregated, or margin, collateral or escrow arrangements are established, to
cover the related obligations. Examples of those activities include borrowing
money, reverse repurchase agreements, delayed-delivery and when-issued
arrangements for portfolio securities transactions, and contracts to buy or sell
derivatives, hedging instruments, options or futures.
|_| The Trust cannot invest in securities of other investment companies,
except in connection with a consolidation or merger.
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 Trust makes an investment. The Trust need not sell securities to
meet the percentage limits if the value of the investment increases in
proportion to the size of the Trust.
For purposes of the Trust's policy not to concentrate its investments in
securities of issuers, the Trust has adopted the industry classifications set
forth in Appendix B to this Statement of Additional Information. This is not a
fundamental policy.
How the Fund Is Managed
Organization and History. The Trust is an open-end, diversified management
investment company organized as a Massachusetts business trust in 1979, with an
unlimited number of authorized shares of beneficial interest.
The Trust is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under Massachusetts law. The Trustees
meet periodically throughout the year to oversee the Trust's activities, review
its performance, and review the actions of the Manager. Although the Trust will
not normally hold annual meetings of its shareholders, it may hold shareholder
meetings from time to time on important matters. Shareholders of the Trust have
the right to call a meeting to remove a Trustee or to take other action
described in the Declaration of Trust.
|X| Classes of Shares. The Board of Trustees has the power, without
shareholder approval, to divide unissued shares of the Trust into two or more
classes. The Board has done so, and the Trust currently has two classes of
shares, Class A, and Class Y. All classes invest in the same investment
portfolio. Shares are freely transferable. Each share has one vote at
shareholder meetings, with fractional shares voting proportionally on matters
submitted to the vote of shareholders. Each class of shares:
|_| has its own dividends and distributions,
|_| pays certain expenses which may be different for
the different classes,
|_| may have a different net asset value,
|_| may have separate voting rights on matters in which the interests of
one class are different from the interests of another class, and
|_| votes as a class on matters that affect that class alone.
|X| Meetings of Shareholders. As a Massachusetts business trust, the Trust
is not required to hold, and does not plan to hold, regular annual meetings of
shareholders. The Trust will hold meetings when required to do so by the
Investment Company Act or other applicable law. It will also do so when a
shareholder meeting is called by the Trustees or upon proper request of the
shareholders.
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 record holders of 10% of the outstanding shares
of the Trust. If the Trustees receive a request from at least 10 shareholders
stating that they wish to communicate with other shareholders to request a
meeting to remove a Trustee, the Trustees will then either make the shareholder
lists of the Trust available to the applicants or mail their communication to
all other shareholders at the applicants' expense. The shareholders making the
request must have been shareholders for at least six months and must hold shares
of series of the Trust valued at $25,000 or more or constituting at least 1% of
the outstanding shares of the Trust, whichever is less. The Trustees may also
take other action as permitted by the Investment Company Act.
|_| Shareholder and Trustee Liability. The Declaration of Trust
contains an express disclaimer of shareholder or Trustee liability for the
Trust's obligations. It also provides for indemnification and reimbursement of
expenses out of the Trust's property for any shareholder held personally liable
for its obligations. The Declaration of Trust also states that upon request, the
Trust shall assume the defense of any claim made against a shareholder for any
act or obligation of the Trust and shall satisfy any judgment on that claim.
Massachusetts law permits a shareholder of a business trust (such as the Trust)
to be held personally liable as a "partner" under certain circumstances.
However, the risk that a Trust shareholder will incur financial loss from being
held liable as a "partner" of the Trust is limited to the relatively remote
circumstances in which the Trust would be unable to meet its obligations.
The Trust's contractual arrangements state that any person doing business
with the Trust (and each shareholder of the Trust) agrees under the Declaration
of Trust to look solely to the assets of the Trust for satisfaction of any claim
or demand that may arise out of any dealings with the Trust. The contracts
further state that the Trustees shall have no personal liability to any such
person, to the extent permitted by law.
Trustees and Officers of the Trust. The Trust's Trustees and officers and their
principal occupations and business affiliations during the past five years are
listed below. Trustees denoted with an asterisk (*) below are deemed to be
"interested persons" of the Trust under the Investment Company Act. All of the
Trustees are also trustee, directors or Trustees of the following Denver-based
Oppenheimer funds1:
Oppenheimer Cash Reserves Oppenheimer Strategic Income Fund
Oppenheimer Champion Income Fund Oppenheimer Total Return Fund, Inc.
Oppenheimer Equity Income Fund Oppenheimer Variable Account Funds
Oppenheimer High Yield Fund Panorama Series Fund, Inc.
Oppenheimer International Bond Fund Centennial America Fund, L. P.
Oppenheimer Integrity Funds Centennial California Tax Exempt Trust
Oppenheimer Limited-Term Government Centennial Government Trust
Fund
Oppenheimer Main Street Funds, Inc. Centennial Money Market Trust
Oppenheimer Municipal Fund Centennial New York Tax Exempt Trust
Oppenheimer Real Asset Fund Centennial Tax Exempt Trust
- --------
1Ms. Macaskill and Mr. Bowen are not Trustees or Directors of Oppenheimer
Integrity Funds, Oppenheimer Strategic Income Fund, Panorama Series Fund,
Inc. or Oppenheimer Variable Account Funds. Mr. Fossel and Mr. Bowen are not
Trustees of Centennial New York Tax Exempt Trust or Managing General Partners
of Centennial America Fund, L.P.
Robert G. Avis*, Trustee, Age 67
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, Trustee, Age 84
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.
George C. Bowen*, Vice President, Trustee, Treasurer and Assistant Secretary
Age 62
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President (since September 1987) and Treasurer (since March 1985) of
the Manager; Vice President (since June 1983) and Treasurer (since March 1985)
of the Distributor; Vice President (since October 1989) and Treasurer (since
April 1986) of HarbourView; Senior Vice President (since February 1992),
Treasurer (since July 1991) and a director (since December 1991) of Centennial;
President, Treasurer and a director of Centennial Capital Corporation (since
June 1989); Vice President and Treasurer (since August 1978) and Secretary
(since April 1981) of SSI; Vice President, Treasurer and Secretary of SFSI
(since November 1989); Assistant Treasurer of OAC (since March 1998); Treasurer
of Oppenheimer Partnership Holdings, Inc. (since November 1989); Vice President
and Treasurer of Oppenheimer Real Asset Management, Inc. (since July 1996);Chief
Executive Officer, Treasurer; Treasurer of OFIL and Oppenheimer Millennium Funds
plc (since October 1997); an officer of other Oppenheimer funds; formerly
Treasurer of OAC (June 1990 March 1998).
Charles Conrad, Jr., Trustee, Age 68
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., prior
to which he was associated with the National Aeronautics and Space
Administration.
Jon S. Fossel, Trustee, Age 57
P.O. Box 44, Mead Street, Waccabuc, New York 10597
Formerly Chairman and a director of the Manager, President and a director of
Oppenheimer Acquisition Corp. ("OAC"), the Manager's parent holding company,
and Shareholder Services, Inc. ("SSI") and Shareholder Financial Services,
Inc. ("SFSI"), transfer agent subsidiaries of the Manager.
Sam Freedman, Trustee, Age 58
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 OppenheimerFunds, Inc.
Raymond J. Kalinowski, Trustee, Age 69
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc. (a computer products
training company), self-employed consultant (securities matters).
C. Howard Kast, Trustee, Age 77
2552 East Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).
Robert M. Kirchner, Trustee, Age 77
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
Bridget A. Macaskill*, President and Trustee, Age 50
Two World Trade Center, New York, New York 10048-0203
President (since June 1991), Chief Executive Officer (since September 1995) and
a Director (since December 1994) of the Manager; President and director (since
June 1991) of HarbourView Asset Management Corp., an investment adviser
subsidiary of the Manager; Chairman and a director of Shareholder Services, Inc.
(since August 1994) and Shareholder Financial Services, Inc. (since September
1995), transfer agent subsidiaries of the Manager; President (since September
1995) and a director (since October 1990) of Oppenheimer Acquisition Corp., the
Manager's parent holding company; President (since September 1995) and a
director (since November 1989) of Oppenheimer Partnership Holdings, Inc., a
holding company subsidiary of the Manager; a director of Oppenheimer Real Asset
Management, Inc. (since July 1996); President and a director (since October
1997) of OppenheimerFunds International Ltd., an offshore fund management
subsidiary of the Manager and of Oppenheimer Millennium Funds plc; President and
a director of other Oppenheimer funds; a director of Hillsdown Holdings plc (a
U.K. food company), formerly (until October 1998) a director of NASDAQ Stock
Market, Inc.
Ned M. Steel, Trustee, Age 83
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; a director of Visiting Nurse
Corporation of Colorado.
James C. Swain*, Chairman, Chief Executive Officer and Trustee, Age 65
6803 South Tucson Way, Englewood, Colorado 80112
Vice Chairman of the Manager (since September 1988); formerly President and a
director of Centennial Asset Management Corporation, an investment adviser
subsidiary of the Manager ("Centennial"), and Chairman of the Board of SSI.
Carol E. Wolf, Vice President and Portfolio Manager, Age 47
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager and Centennial (since June 1990); an officer of
other Oppenheimer funds.
Arthur J. Zimmer, Vice President and Portfolio Manger, Age 52 Two World Trade
Center, New York, New York 10048-0203 Senior Vice President of the Manager
(since June 1997); Vice President of Centennial (since June 1997); an officer of
other Oppenheimer funds; formerly Vice President of the Manager (October
1990-June 1997).
Andrew J. Donohue, Vice President and Secretary, Age 48
Two World Trade Center, New York, New York 10048-0203
Executive Vice President (since January 1993), General Counsel (since October
1991) and a Director (since September 1995) of the Manager; Executive Vice
President and General Counsel (since September 1993) and a director (since
January 1992) of the Distributor; Executive Vice President, General Counsel and
a director of HarbourView Asset Management Corp., Shareholder Services, Inc.,
Shareholder Financial Services, Inc. and (since September 1995) Oppenheimer
Partnership Holdings, Inc.; President and a director of Centennial Asset
Management Corporation (since September 1995); President, General Counsel and a
director of Oppenheimer Real Asset Management, Inc. (since July 1996); General
Counsel (since May 1996) and Secretary (since April 1997) of Oppenheimer
Acquisition Corp.; Vice President and a director of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since October 1997); an
officer of other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer, Age 40
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994-May 1996), and a Fund
Controller for the Manager.
Scott T. Farrar, Assistant Treasurer, Age 33
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); Assistant
Treasurer of Oppenheimer Millennium Funds plc (since October 1997); an officer
of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994-May 1996), and a Fund Controller for
the Manager.
Robert G. Zack, Assistant Secretary, Age 50
Two World Trade Center, New York, New York 10048-0203
Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of the Manager, Assistant Secretary of Shareholder Services, Inc.
(since May 1985), and Shareholder Financial Services, Inc. (since November
1989); Assistant Secretary of OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (since October 1997); an officer of other
Oppenheimer funds.
O Remuneration of Trustees. The officers of the Trust and certain Trustees of
the Trust (Ms. Macaskill and Messrs. Bowen and Swain) who are affiliated with
the Manager receive no salary or fee from the Trust. The remaining Trustees of
the Trust received the compensation shown below. The compensation from the Trust
was paid during its fiscal year ended June 30, 1998. The compensation from all
of the Denver-based Oppenheimer funds includes the Trust and is compensation
received as a Trustee, director, Trustee or member of a committee of the Board
during the calendar year 1998.
-----------------------------------------------------------------------------
Aggregate Total Compensation
Trustee's Name Compensation from all Denver-Based
and Other Positions from Trust Oppenheimer Funds1
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Robert G. Avis $6,050 $67,998.00
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
William A. Baker $7,384 $69,998.00
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Charles Conrad, Jr. $6,860 $67,998.00
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
John S. Fossel $6,029 $67,496.04
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Sam Freedman $6,336 $73,998.00
Audit and Review
Committee Member
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Raymond J. Kalinowski $6,818 $73,998.00
Audit and Review
Committee Member
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
C. Howard Kast $7,289 $76,998.00
Audit and Review
Committee Chairman
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Robert M. Kirchner $6,860 $67,998.00
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Ned M. Steel $6,050 $67,998.00
-----------------------------------------------------------------------------
1. For the 1998 calendar year.
o Deferred Compensation Plan for Trustees. The Trustees have adopted a
Deferred Compensation Plan for disinterested Trustees that enables them to elect
to defer receipt of all or a portion of the annual fees they are entitled to
receive from the Trust. Under the plan, the compensation deferred by a Trustee
is periodically adjusted as though an equivalent amount had been invested in
shares of one or more Oppenheimer funds selected by the Trustee. The amount paid
to the Trustee under this plan will be determined based upon the performance of
the selected funds.
Deferral of fees of the Trustees under this plan will not materially
affect the Trust's assets, liabilities or net income per share. This plan will
not obligate the Trust to retain the services of any Trustee or to pay any
particular level of compensation to any Trustee. Pursuant to an Order issued by
the Securities and Exchange Commission, the Trust may invest in the funds
selected by any Trustee under this plan without shareholder approval for the
limited purpose of determining the value of the Trustees' deferred fee accounts.
|X| Major Shareholders. As of __________, 1999, the only person who owned
of record or was known by the Trust to own beneficially 5% or more of the
Trust's outstanding shares was A.G. Edwards & Sons, Inc. ("Edwards"), 1 North
Jefferson Avenue, St. Louis, Missouri 63103, which owned ________ shares of the
Trust (____% of the then outstanding shares of the Trust). The Trust has been
informed that, as to shares held of record by Edwards, the following
shareholders owned more than 5% of the outstanding shares of the Trust as of
__________, 1999:___________.
The Manager. The Manager is wholly-owned by OppenheimerFunds, Inc., which is a
wholly-owned subsidiary of Oppenheimer Acquisition Corp., a holding company
controlled by Massachusetts Mutual Life Insurance Company. The Manager and the
Trust have a Code of Ethics. It is designed to detect and prevent improper
personal trading by certain employees, including portfolio managers, that would
compete with or take advantage of the Trust's portfolio transactions. Compliance
with the Code of Ethics is carefully monitored and enforced by the Manager.
The portfolio managers of the Trust are principally responsible for the
day-to-day management of the Trust's investment portfolio. Other members of the
Manager's fixed-income portfolio department, particularly security analysts,
traders and other portfolio managers, have broad experience with fixed-income
securities. They provide the Trust's portfolio managers with research and
support in managing the Trust's investments.
|X| The Investment Advisory Agreement. The Manager provides investment
advisory and management services to the Trust under an investment advisory
agreement between the Manager and the Trust. The Manager selects securities for
the Trust's portfolio and handles its day-to-day business. The agreement
requires the Manager, at its expense, to provide the Trust with adequate office
space, facilities and equipment. It also requires the Manager to provide and
supervise the activities of all administrative and clerical personnel required
to provide effective administration for the Trust. Those responsibilities
include the compilation and maintenance of records with respect to its
operations, the preparation and filing of specified reports, and composition of
proxy materials and registration statements for continuous public sale of shares
of the Trust.
Expenses not expressly assumed by the Manager under the investment
advisory agreement are paid by the Trust. The investment advisory agreement
lists examples of expenses paid by the Trust. The major categories relate to
interest, taxes, fees to disinterested 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 fees paid by the Trust to the Manager are calculated at the rates
described in the Prospectus.
- -------------------------------------------------------------------------------
Fiscal Year Management Fee Paid to Centennial Asset Management Corporation
ending 6/30
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1996 $21,572,514 (after waiver)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1997 $32,755,568 (after waiver)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1998 $45,145,160(after waiver)
- ------------------------------------------------------------------------------
Under the investment advisory agreement, the Manager has agreed to
reimburse the 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 investment advisory agreement, the Manager had
voluntarily agreed to waive a portion of the management fee otherwise payable to
it by the Trust during the period from December 1, 1991 through November 21,
1997. For fiscal year ended June 30, 1996, June 30, 1997 and June 30, 1998, the
reimbursements by the Manager to the Trust were $0, $4,890,123 and $2,382,437,
respectively. Contemporaneously with the amendment of the Trust's investment
advisory agreement with the Manager, the Manager withdrew its voluntary waiver
on November 21, 1997.
The investment advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment advisory
agreement, the Manager is not liable for any loss resulting from a good faith
error or omission on its part with respect to any of its duties under the
agreement.
|X| The Distributor. Under its General Distributor's Agreement with the
Trust, Centennial Asset Management Corporation, a subsidiary of the Manager,
acts as the Trust's principal underwriter and Distributor in the continuous
public offering of the Trust's shares. The Distributor is not obligated to sell
a specific number of shares. The Distributor bears the expenses normally
attributable to sales, including advertising and the cost of printing and
mailing prospectuses, other than those furnished to existing shareholders.
Portfolio Transactions. Portfolio decisions are based upon recommendations and
judgment of the Manager subject to the overall authority of the Board of
Trustees. Most purchases made by the Trust are principal transactions at net
prices, so the Trust incurs little or no brokerage costs. The Trust deals
directly with the selling or purchasing principal or market maker without
incurring charges for the services of a broker on its behalf unless the Manager
determines that a better price or execution may be obtained by using the
services of a broker. 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 seeks to obtain prompt execution of orders at the most favorable
net price. If dealers are used for portfolio transactions, transactions may be
directed to dealers for their 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. 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. Investment research services may
be supplied to the Manager by a third party at the instance of a broker through
which trades are placed. It may include information and analyses on particular
companies and industries as 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 in commission dollars.
The research services provided by brokers broaden the scope and supplement
the research activities of the Manager. That research provides additional views
and comparisons for consideration, and helps the Manager obtain market
information for the valuation of securities held in the Trust's portfolio or
being considered for purchase.
Subject to applicable rules covering the Manager's activities in this
area, sales of shares of the Trust and/or the other investment companies managed
by the Manager or distributed by the Distributor may also be considered as a
factor in the direction of transactions to dealers. That must be done in
conformity with the price, execution and other considerations and practices
discussed above. Those other investment companies may also give similar
consideration relating to the sale of the Trust's shares. No portfolio
transactions will be handled by any securities dealer affiliated with the
Manager.
The Trust's policy of investing in short-term debt securities with
maturity of less than one year results in high portfolio turnover and may
increase the Trust's transaction costs. However, since brokerage commissions, if
any, are small, high turnover does not have an appreciable adverse effect upon
the income of the Trust.
Performance of the Trust
Explanation of Performance Terminology. The Trust uses a variety of terms to
illustrate its performance. These terms include "yield," "compounded effective
yield" and "average annual total return." An explanation of how yields and total
returns are calculated is set forth below. The charts below show the Trust's
performance as of the Trust's most recent fiscal year end. You can obtain
current performance information by calling the Trust's Transfer Agent at
1-800-525-7948.
The Trust's illustrations of its performance data in advertisements must
comply with rules of the Securities and Exchange Commission. Those rules
describe the types of performance data that may be used and how it is to be
calculated. If the Trust shows total returns in addition to its yields, the
returns must be for the 1-, 5- and 10-year periods ending as of the most recent
calendar quarter prior to the publication of the advertisement (or its
submission for publication).
Use of standardized performance calculations enables an investor to
compare the Trust's performance to the performance of other funds for the same
periods. However, a number of factors should be considered before using the
Trust's performance information as a basis for comparisons with other
investments:
|_| Yields and total returns measure the performance of a hypothetical
account in the Trust over various periods and do not show the performance
of each shareholder's account. Your account's performance will vary from
the model performance data if your dividends are received in cash, or you
buy or sell shares during the period, or you bought your shares at a
different time than the shares used in the model.
|_| An investment in the Trust is not insured by the FDIC or any other
government agency.
|_| The Trust's yield is not fixed or guaranteed and will fluctuate.
|_| Yields and total returns for any given past period represent
historical performance information and are not, and should not be considered, a
prediction of future yields or returns.
|_| Yields. The Trust's current yield is calculated for a seven-day
period of time 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 (1)
adding 1 to the base period return (obtained as described above), (2) raising
the sum to a power equal to 365 divided by 7, and (3) subtracting 1 from the
result.
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. The calculation of yield under either
procedure described above does not take into consideration any realized or
unrealized gains or losses on the Trust's portfolio securities which may affect
dividends. Therefore, the return on dividends declared during a period may not
be the same on an annualized basis as the yield for that period.
o Total Return Information. There are different types of "total returns" to
measure the Trust's performance. Total return is the change in value of a
hypothetical investment in the Trust over a given period, assuming that all
dividends and capital gains distributions are reinvested in additional shares
and that the investment is redeemed at the end of the period. The cumulative
total return measures the change in value over the entire period (for example,
ten years). An average annual total return shows the average rate of return for
each year in a period that would produce the cumulative total return over the
entire period. However, average annual total returns do not show actual
year-by-year performance. The Trust uses standardized calculations for its total
returns as prescribed by the SEC. The methodology is discussed below.
|_| Average Annual Total Return. The "average annual total return" of
each class is an average annual compounded rate of return for each year in a
specified number of years. It is the rate of return based on the change in value
of a hypothetical initial investment of $1,000 ("P" in the formula below) held
for a number of years ("n") to achieve an Ending Redeemable Value ("ERV" in the
formula) of that investment, according to the following formula:
( ERV ) 1/n
(-----) -1 = Average Annual Total Return
( P )
|_| Cumulative Total Return. The "cumulative total return" calculation
measures the change in value of a hypothetical investment of $1,000 over an
entire period of years. Its calculation uses some of the same factors as average
annual total return, but it does not average the rate of return on an annual
basis. Cumulative total return is determined as follows:
ERV - P
------- = Total Return
P
- ------------------------------------------------------------------------------
Yield Compounded Class A Average Annual Total Returns (at
(7 days ended Effective Yield 12/31/98)
12/31/98) (7 days ended
12/31/98)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
1-Year 5 Years 10 Years
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
% % % % %
- ------------------------------------------------------------------------------
|X| Other Performance Comparisons. Yield information may be useful to
investors in reviewing the Trust's performance. The 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 MonitorJ) which
measures the average rate paid on bank money market accounts, NOW accounts and
certificates of deposits by the 100 largest banks and thrifts in the top ten
metro areas. When comparing the 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 and may be insured or guaranteed.
From time to time, the Trust may include in its advertisements and sales
literature performance information about the Trust cited in other newspapers and
periodicals, such as The New York Times, which may include performance
quotations from other sources.
From time to time, the Trust's Manager may publish rankings or ratings of
the Manager (or the Transfer Agent) or the investor services provided by them to
shareholders of the Oppenheimer funds, other than performance rankings of the
Oppenheimer funds themselves. Those ratings or rankings of investor/shareholder
services by third parties may compare the services of the Oppenheimer funds to
those of other mutual fund families selected by the rating or ranking services.
They may be based on the opinions of the rating or ranking service itself, based
on its research or judgment, or based on surveys of investors, brokers,
shareholders or others.
A B O U T Y O U R A C C O U N T
How to Buy Shares
|X| The Oppenheimer Funds. The Oppenheimer funds are those mutual funds for
which the OppenheimerFunds Distributor, Inc. acts as the distributor or the
sub-Distributor and include the following:
Oppenheimer Bond Fund Oppenheimer Limited-Term Government Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Main Street California
Municipal Fund
Oppenheimer California Municipal Fund Oppenheimer Main Street Growth & Income
Fund
Oppenheimer Champion Income Fund Oppenheimer MidCap Fund
Oppenheimer Convertible Securities Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Developing Markets Fund Oppenheimer Municipal Bond Fund
Oppenheimer Disciplined Allocation Fund Oppenheimer New York Municipal Fund
Oppenheimer Disciplined Value Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Discovery Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Enterprise Fund Oppenheimer Quest Balanced Value Fund
Oppenheimer Equity Income Fund Oppenheimer Quest Capital Value Fund,
Inc.
Oppenheimer Florida Municipal Fund Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Global Fund Oppenheimer Quest Opportunity Value Fund
Oppenheimer Global Growth & Income Fund Oppenheimer Quest Small Cap Value Fund
Oppenheimer Gold & Special Minerals Oppenheimer Quest Value Fund, Inc.
Fund
Oppenheimer Growth Fund Oppenheimer Real Asset Fund
Oppenheimer High Yield Fund Oppenheimer Strategic Income Fund
Oppenheimer Insured Municipal Fund Oppenheimer Total Return Fund, Inc.
Oppenheimer Intermediate Municipal Fund Oppenheimer U.S. Government Trust
Oppenheimer International Bond Fund Oppenheimer World Bond Fund
Oppenheimer International Growth Fund Limited-Term New York Municipal Fund
Oppenheimer International Small Rochester Fund Municipals
Company Fund
Oppenheimer Large Cap Growth Fund
and the following money market funds:
Centennial America Fund, L. P. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust Oppenheimer Cash Reserves
Centennial Money Market Trust Oppenheimer Money Market Fund, Inc.
Determination of Net Asset Value Per Share. The net asset value per share of the
Trust is determined twice each day that the New York Stock Exchange ("Exchange")
is open, at 12:00 Noon and at 4:00 P.M., by dividing the value of the Trust's
net assets by the total number of shares outstanding. All references to time in
this Statement of Additional Information mean New York time. The Exchange's most
recent annual announcement (which is subject to change) states that it will
close on New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. It may also close on other days.
The Trust's Board of Trustees has established procedures for the valuation
of the Trust's securities, generally as follows:
|_| Long-term debt securities having a remaining maturity in excess of 60
days are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by the Board of Trustees or
obtained by the Manager from two active market makers in the security on the
basis of reasonable inquiry.
|_| The following securities are valued at the mean between the "bid" and
"asked" prices determined by a pricing service approved by the Board of Trustees
or obtained by the Manager from two active market makers in the security on the
basis of reasonable inquiry:
(1) Debt instruments having a maturity of more than 397 days when
issued, and (2) non-money market type instruments having a maturity
of 397 days or less when issued, and have a remaining maturity of 60
days or less;
|_| Debt instruments held by a money market fund that have a maturity of
397 days or less shall be valued at cost, adjusted for amortization of premiums
and accretion of discounts; and
|_| 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 a security may be priced at the mean between the "bid" and "asked" prices
provided by a single active market maker (which in certain cases may be the
"bid" price if no "asked" price is available).
In the case of U.S. Government Securities and mortgage-backed securities,
where last sale information is not generally available, the Manager may use
pricing services approved by the Board of Trustees. The pricing service may use
"matrix" comparisons to the prices for comparable instruments on the basis of
quality, yield, maturity and other special factors involved. The Manager will
monitor the accuracy of the pricing services. That monitoring may include
comparing prices used for portfolio valuation to actual sales prices of selected
securities.
How to Sell Shares
The information below supplements the terms and conditions for redeeming shares
set forth in the Prospectus.
Sending Redemption Proceeds by Federal Funds Wire. The Federal Funds wire of
redemptions proceeds may be delayed if the Trust's custodian bank is not open
for business on a day when the Trust would normally authorize the wire to be
made, which is usually the Trust's next regular business day following the
redemption. In those circumstances, the wire will not be transmitted until the
next bank business day on which the Trust is open for business. No distributions
will be paid on the proceeds of redeemed shares awaiting transfer by Federal
Funds wire
Dividends and Taxes
Tax Status of the Trust's Dividends and Distributions. The Federal tax treatment
of the Trust's dividends and capital gains distributions is explained in the
Prospectus under the caption "Distributions and Taxes." Under the Internal
Revenue Code, by December 31 each year, the Trust must distribute 98% of its
taxable investment income earned from January 1 through December 31 of that year
and 98% of its capital gains realized in the period from November 1 of the prior
year through October 31 of the current year. It if does not, the Trust must pay
an excise tax on the amounts not distributed. It is presently anticipated that
the Trust will meet those requirements. However, the Board of Trustees and the
Manager might determine in a particular year that it would be in the best
interest of shareholders for the Trust not to make distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would reduce
the amount of income or capital gains available for distribution to
shareholders. The Trust's dividends will not be eligible for the
dividends-received deduction for corporations.
If the Trust 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 distributions. That qualification enables the Trust to "pass
through" its income and realized capital gains to shareholders without having to
pay tax on them. The Trust qualified as a regulated investment company in its
last fiscal year and intends to qualify in future years, but reserves the right
not to qualify. The Internal Revenue Code contains a number of complex tests to
determine whether the Trust qualifies. The Trust might not meet those tests in a
particular year. If it does not qualify, the Trust will be treated for tax
purposes as an ordinary corporation and will receive no tax deduction for
payments of distributions made to shareholders.
Dividends, distributions and the proceeds of the redemption of Fund shares
represented by checks returned to the Transfer Agent by the Postal Service as
undeliverable will be invested in shares of the Trust as promptly as possible
after the return of such checks to the Transfer Agent, in order to enable the
investor to earn a return on otherwise idle funds.
Additional Information About the Trust
The Distributor. The Trust's shares are sold through dealers, brokers and other
financial institutions that have a sales charge agreement with Centennial Asset
Management Corporation, the Trust's Distributor. The Distributor also
distributes shares of the other Oppenheimer funds and is sub-distributor for
funds managed by a subsidiary of the Manager.
The Transfer Agent. Shareholder Services, Inc. the Trust's Transfer Agent,
is responsible for maintaining the Trust's shareholder registry and
shareholder accounting records, and for paying dividends and distributions to
shareholders of the Trust. It also handles shareholder servicing and
administrative functions. It is paid on a "at-cost" basis.
The Custodian. Citibank, N.A. is the Custodian of the Trust's assets. The
Custodian's responsibilities include safeguarding and controlling the Trust's
portfolio securities and handling the delivery of such securities to and from
the Trust. It will be the practice of the Trust to deal with the Custodian in a
manner uninfluenced by any banking relationship the Custodian may have with the
Manager and its affiliates. The Trust's cash balances with the Custodian in
excess of $100,000 are not protected by Federal deposit insurance. Those
uninsured balances at times may be substantial.
Independent Auditors. Deloitte & Touche LLP are the independent auditors of the
Trust. They audit the Trust's financial statements and perform other related
audit services. They also act as auditors for certain other funds advised by the
Manager and its affiliates.
<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 Trust. The ratings descriptions are based on information supplied by
the ratings organizations to subscribers.
Short Term Debt Ratings.
Moody's Investor Services, 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: 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 IBCA, 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.
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.
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 IBCA, Inc.:
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.
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.
<PAGE>
Appendix B
- ------------------------------------------------------------------------------
Industry Classifications
- ------------------------------------------------------------------------------
Aerospace/Defense Food
Air Transportation Gas Utilities
Asset-Backed Gold
Auto Parts Distribution Health Care/Drugs
Automotive Health Care/Supplies & Services
Bank Holding Companies Homebuilders/Real Estate
Banks Hotel/Gaming
Beverages Industrial Services
Broadcasting Information Technology
Broker-Dealers Insurance
Building Materials Leasing & Factoring
Cable Television Leisure
Chemicals Limited Purpose Finance
Commercial Finance Manufacturing
Computer Hardware Metals/Mining
Computer Software Non-durable Municipality Household
Conglomerates Goods
Consumer Finance Oil - Integrated
Containers Paper
Convenience Stores Publishing/Printing
Cosmetics Railroads
Department Stores Restaurants
Diversified Financial Savings & Loans
Diversified Media Shipping
Drug Stores Special Purpose Financial
Drug Wholesalers Specialty Retailing
Durable Household Goods Steel
Education Supermarkets
Electric Utilities Telecommunications - Technology
Electrical Equipment Telephone - Utility
Electronics Textile/Apparel
Energy Services & Producers Tobacco
Entertainment/Film Toys
Environmental Trucking
Foreign Government Wireless Services
<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.
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.
<PAGE>
- ------------------------------------------------------------------------------
Centennial Money Market Trust
- ------------------------------------------------------------------------------
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
Transfer Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
1-800-525-9130
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
PX0150.001.0599
<PAGE>
CENTENNIAL MONEY MARKET TRUST
FORM N-1A
PART C
OTHER INFORMATION
Item 23. Exhibits
(a) Restated Declaration of Trust dated February 26, 1986: Previously 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.
(b) By-Laws, as amended through June 26, 1990: Previously 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.
(c) Not applicable.
(d) Amended and Restated Investment Advisory Agreement dated November 21, 1997:
Previously filed with Registrant's Post Effective Amendment No. 25 (10/28/98),
pursuant to Item 102 of Regulation S-T and incorporated herein by reference.
(e) (i) General Distributor's Agreement Centennial Asset Management
Corporation dated October 13, 1992: Previously filed with Registrant's
Post Effective Amendment No. 20 (10/29/93), and incorporated herein by
reference.
(ii) Sub-Distributor's Agreement between Centennial Asset Management
Corporation and OppenheimerFunds Distributor, Inc. dated May 28, 1993:
Previously filed with Post-Effective Amendment No. 20 (10/29/93), and
incorporated herein by reference.
(iii) Form of Dealer Agreement of Centennial Asset Management
Corporation: Previously filed with Post-Effective Amendment No. 23 of
Centennial Government Trust (Reg. No. 2-75912), (11/1/94), and
incorporated herein by reference.
(f) Form of Deferred Compensation Agreement for Disinterested
Trustees/Directors: Filed with Post-Effective Amendment No. 40 to the
Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076),
(10/27/98), and incorporated herein by reference.
(g) Custodian Agreement. dated October 28, 1981: Previously filed with
Registrant's Post-Effective Amendment No. 4 (1/5/83), 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.
(h) Not applicable.
(i) (i) Opinion and Consent of Counsel dated September 22, 1981: Previously
filed with Registrant's Post-Effective Amendment No. 3 (9/29/81), 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.
(j) Independent Auditors Consent: To be filed by Post-Effective Amendment.
(k) Not applicable.
(l) Not applicable.
(m) Service Plan and Agreement between Registrant and Centennial Asset
Management Corporation under Rule 12b-1 dated August 24, 1993: Previously filed
with Registrant's Post-Effective Amendment No. 20, (10/29/93), and incorporated
herein by reference.
(n) Financial Data Schedule: To be filed by Post-Effective Amendment.
(o) Oppenheimer Funds Multiple Class Plan under Rule 18f-3: Plan for Class A
shares. To be filed by Post-Effective Amendment.
- -- Powers of Attorney (including Certified Board resolutions): Filed with
Registrant's Post-Effective Amendment No. 25 (10/28/98) George Bowen; Filed
with Registrant's Post Effective Amendment No. 23 (10/8/96) Sam Freedman and
Bridget Macaskill and with Registrant's Post Effective Amendment No. 20
(10/29/93) (all others), and incorporated herein by reference.
Item 24. Persons Controlled by or Under Common Control with the Fund
None.
Item 25. Indemnification
Reference is made to the provisions of Article Seven of Registrant's
Amended and Restated Declaration of Trust filed as Exhibit 23(a) to this
Registration Statement, and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a trustee, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person, Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 26. Business and Other Connections of Investment Adviser
(a) Centennial Asset Management Corporation is the investment adviser of the
Registrant; it and certain subsidiaries and affiliates act in the same capacity
to other registered investment companies as described in Parts A and B hereof
and listed in Item 28(b) below.
(b) There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each officer and
director of Centennial Asset Management Corporation is, or at any time during
the past two fiscal years has been, engaged for his/her own account or in the
capacity of director, officer, employee, partner or trustee.
Name and Current Position
with Centennial Asset Other Business and Connections
Management Corporation During the Past Two Years
George C. Bowen,
Senior Vice President,
Treasurer and Director Vice President (since June 1983) and
Treasurer (since March 1985) of
OppenheimerFunds Distributor, Inc. (the
"Distributor"); Vice President (since
October 1989) and Treasurer (since April
1986) of HarbourView; Senior Vice
President (since February 1992),
Treasurer (since July 1991) and a
director (since December 1991) of
Centennial Asset Management Corporation
("Centennial"); President, Treasurer and
a director of Centennial Capital
Corporation (since June 1989); Vice
President and Treasurer (since August
1978) and Secretary (since April 1981) of
Shareholder Services, Inc. ("SSI"); Vice
President, Treasurer and Secretary of
Shareholder Financial Services, Inc.
("SFSI") (since November 1989); Assistant
Treasurer of Oppenheimer Acquisition
Corp. ("OAC") (since March, 1998);
Treasurer of Oppenheimer Partnership
Holdings, Inc. (since November 1989);
Vice President and Treasurer of ORAMI
(since July 1996); an officer of other
Oppenheimer funds.
Michael Carbuto,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of Centennial.
Andrew J. Donohue,
Executive Vice President,
General Counsel and Director Executive Vice President (since September
1993), and a director (since January
1992) of the Distributor; Executive Vice
President, General Counsel and a director
of HarbourView, SSI, SFSI and Oppenheimer
Partnership Holdings, Inc. since
(September 1995); President and a
director of Centennial (since September
1995); President and a director of ORAMI
(since July 1996); General Counsel (since
May 1996) and Secretary (since April
1997) of OAC; Vice President and Director
of OppenheimerFunds International, Ltd.
("OFIL") and Oppenheimer Millennium Funds
plc (since October 1997); an officer of
other Oppenheimer funds.
Katherine P. Feld,
Vice President and
Secretary Vice President and Secretary of the
Distributor; Secretary of HarbourView,
and Centennial; Secretary, Vice President
and Director of Centennial Capital
Corporation; Vice President and Secretary
of ORAMI.
Carol Wolf,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of OFI; Vice President Finance and
Accounting; Point of Contact: Finance
Supporters of Children: Member of the
Oncology Advisory Board of the Children's
Hospital.
Arthur Zimmer,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of OFI.
The Oppenheimer Funds include the New York-based Oppenheimer Funds, the
Denver-based Oppenheimer Funds and the Oppenheimer Quest/Rochester Funds, as
set forth below:
New York-based Oppenheimer Funds
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Large Cap Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer Multiple Strategies Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer Series Fund, Inc.
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Quest/Rochester Funds
Limited Term New York Municipal Fund
Oppenheimer Convertible Securities Fund
Oppenheimer MidCap Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Rochester Fund Municipals
Denver-based Oppenheimer 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 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 Real Asset Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The address of OppenheimerFunds, Inc., the New York-based Oppenheimer Funds, the
Quest Funds, OppenheimerFunds Distributor, Inc., HarbourView Asset Management
Corp., Oppenheimer Partnership Holdings, Inc., and Oppenheimer Acquisition Corp.
is Two World Trade Center, New York, New York 10048-0203.
The address of the Denver-based Oppenheimer Funds, Shareholder Financial
Services, Inc., Shareholder Services, Inc., OppenheimerFunds Services,
Centennial Asset Management Corporation, Centennial Capital Corp., and
Oppenheimer Real Asset Management, Inc. is 6803 South Tucson Way, Englewood,
Colorado 80112.
The address of the Rochester-based funds is 350 Linden Oaks, Rochester, New York
14625-2807.
Item 27. Principal Underwriter
(a) Centennial Asset Management Corporation is the Distributor of Registrant's
shares. It is also the Distributor of each of the other registered open-end
investment companies for which Centennial Asset Management Corporation is the
investment adviser, as described in Part A and B of this Registration Statement
and listed in Item 28(b) above.
(b) The directors and officers of the Registrant's principal underwriter are:
Positions and
Name & Principal Positions & Offices Offices with
Business Address with Underwriter Registrant
George C. Bowen(2) Director, Senior Vice Vice President ,
President, Treasurer and Treasurer and
Assistant Secretary Assistant Secretary
Michael Carbuto(1) Vice President Vice President of
Centennial
California Tax Exempt
Trust,
Centennial New York Tax
Exempt Trust, and
Centennial
Tax Exempt Trust
Andrew J. Donohue(1) President and Director Vice President and
Secretary
Katherine P. Feld(1) Secretary None
Carol Wolf(2) Vice President Vice President of
Centennial
Government Trust,
Centennial
Money Market Trust and
Centennial America Fund,
L.P.
Arthur Zimmer(2) Vice President Vice President of
Centennial
Government Trust,
Centennial
Money Market Trust and
Centennial America Fund,
L.P.
- -----------------------
(1) Two World Trade Center, New York, NY 10048-0203
(2) 6803 South Tucson Way, Englewood, CO 80112
(c) Not applicable.
Item 28. Location of Accounts and Records
The accounts, books and other documents required to be maintained by Registrant
pursuant to Section 31(a) of the Investment Company Act of 1940 and rules
promulgated thereunder are in the possession of OppenheimerFunds, Inc. at its
offices at 6803 South Tucson Way, Englewood, Colorado 80112.
Item 29. Management Services
Not applicable
Item 30. Undertakings
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Arapahoe and State of Colorado on the 17th day of March, 1999.
CENTENNIAL MONEY MARKET TRUST
By: /s/ James C. Swain *
------------------------------
James C. Swain, Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:
Signatures Title Date
/s/ James C. Swain* Chairman of the March 17, 1999
- ------------------------------------Board of Trustees
James C. Swain Principal Executive
Officer and Trustee
/s/ George C. Bowen* Chief Financial and March 17, 1999
- ------------------------------------Accounting Officer,
George C. Bowen Vice President,
Assistant Secretary,
Treasurer and Trustee
/s/ Bridget A. Macaskill* President and March 17, 1999
- ------------------------------------Trustee
Bridget A. Macaskill
/s/ Robert G. Avis* Trustee March 17, 1999
- -------------------------------------
Robert G. Avis
/s/ William A. Baker* Trustee March 17, 1999
- -------------------------------------
William A. Baker
/s/ Charles Conrad, Jr.* Trustee March 17, 1999
- -------------------------------------
Charles Conrad, Jr.
/s/ Sam Freedman* Trustee March 17, 1999
- -------------------------------------
Sam Freedman
/s/ Jon S. Fossel Trustee March 17, 1999
- -------------------------------------
Jon S. Fossel
/s/ Raymond J. Kalinowski* Trustee March 17, 1999
- -------------------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee March 17, 1999
- -------------------------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee March 17, 1999
- -------------------------------------
Robert M. Kirchner
/s/ Ned M. Steel* Trustee March 17, 1999
- -------------------------------------
Ned M. Steel
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
