U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Centennial Government Trust
6803 South Tucson Way
Englewood, Colorado 80112
2. Name of each series or class of funds for which this notice is filed:
Class A
3. Investment Company Act File Number: 811-3391
Securities Act File Number: 2-75812
4. Last day of fiscal year for which this notice is filed: 6/30/97
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration: / /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction a.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: -0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold during the fiscal year:
2,931,272,745 $2,931,272,745
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
2,931,272,745 $2,931,272,745
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
46,820,017 $46,820,017
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $2,931,272,745
--------------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11,
if applicable): +$46,820,017
----------------
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
-$2,893,137,616
----------------
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+ -0-
----------------
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 (line (i), plus line (ii), less line
(iii), plus line (iv)) (if applicable):
$84,955,146
----------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
x 1/3300
----------------
(vii) Fee due (line (i) or line (v) multiplied by
line (vi)): $25,744
----------------
Instruction: Issuers should complete line (ii), (iii), (iv), and (v) only if the
form is being filed within 60 days after the close of the issuer's
fiscal year. See Instructions C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rule of Informal and Other
Procedures (17 CFR 202.3a). /X/
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
August 26, 1997, Fed Wire # 2691
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
Centennial Government Trust
By: /s/ Robert J. Bishop
-------------------------
Robert J. Bishop, Assistant Treasurer
Date: 8/27/97
cc: Allan Adams, Esq.
Katherine Feld
Gloria LaFond
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MYER, SWANSON, ADAMS & WOLF, P.C.
ATTORNEYS AT LAW
THE COLORADO STATE BANK BUILDING
RENDLE MYER 1600 BROADWAY - SUITE 1480 OF COUNSEL
ALLAN B. ADAMS DENVER, COLORADO 80202-4915 ROBERT SWANSON
ROBERT K. SWANSON TELEPHONE (303) 866-9800 ------
THOMAS J. WOLF* FACSIMILE (303) 866-9818 FRED E. NEEF
(1910-1986)
*BOARD CERTIFIED CIVIL TRIAL ADVOCATE
BY THE NATIONAL BOARD OF TRIAL ADVOCACY
-----
PHILIP T. MASTERSON
August 22, 1997
Centennial Government Trust
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value shares of beneficial
interest of Centennial Government Trust, a business trust organized under the
laws of the Commonwealth of Massachusetts (the "Trust"), as counsel for the
Trust, we have examined such records and documents and have made such further
investigation and examination as we deem necessary for the purposes of this
opinion.
We are advised that during the fiscal year ended June 30, 1997, 2,931,272,745
shares of beneficial interest in the Trust were sold in reliance on the
registration of an indefinite number of shares pursuant to Rule 24f-2 of the
Investment Company Act of 1940.
It is our opinion that the said shares of beneficial interest sold by the Trust
in reliance on Rule 24f-2 of the Investment Company Act of 1940 are legally
issued and, subject to the matters mentioned in the next paragraph, fully paid
and nonassessable by the Trust.
Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
Trust. The Declaration of Trust does, however, contain an express disclaimer of
shareholder liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation, or instrument
entered into or executed by the Trust or the Trustees. The Declaration of Trust
provides for indemnification out of the trust property of any shareholder held
personally liable for the
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obligations of the Trust. The Declaration of Trust also provides that the Trust
shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the Trust and satisfy any judgment
thereon.
Sincerely,
/s/ Allan B. Adams
-------------------------
Allan B. Adams
of MYER, SWANSON, ADAMS & WOLF, P.C.
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