Registration No. 2-75812
File No. 811-3391
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. ___ / /
POST-EFFECTIVE AMENDMENT NO. 26 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
AMENDMENT NO. 21 / X /
CENTENNIAL GOVERNMENT TRUST
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(Exact Name of Registrant as Specified in Charter)
6803 South Tucson Way
Englewood, Colorado, 80112
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(Address of Principal Executive Offices)
(303) 768-3200
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(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
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)
/ X / On October 1, 1997 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a) (i)
/ / On _____________, pursuant to paragraph (a) (i)
/ / 75 Days after filing, pursuant to paragraph (a) (ii)
/ / On _____________, pursuant to paragraph (a) (ii) of Rule 485
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The Registrant has registered an indefinite number of its shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the Investment
Company Act of 1940. A Rule 24f-2 Notice for the Registrant's fiscal year ended
June 30, 1997 was filed on August 27, 1997.
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FORM N-1A
CENTENNIAL GOVERNMENT TRUST
Cross Reference Sheet
Part A of
Form N-1A
Item No. Prospectus Heading
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1 Front Cover Page
2 Expenses
3 Financial Highlights; Performance of the Trust
4 Cover Page; Objectives and Policies; Investment Restrictions
5 How the Trusts Are Managed; Expenses; Back Cover
6 Dividends, Distributions and Taxes; How the Trusts Are Managed
7 How to Buy Shares; Purchases Through Automatic Purchases and
Redemption Programs; Direct Purchases; Service Plan; Back
Cover; How to Sell Shares
8 How to Sell Shares; Exchanges of Shares, Retirement Plans;
General Information on Redemptions
9 *
Part B of
Form N-1A
Item No. Statement of Additional Information Heading
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10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment Restrictions;
Exhibit A - Description of Securities Ratings
14 Trustees and Officers; Investment Management Services
15 Trustees and Officers - Major Shareholders; Investment Management
Services
16 Investment Management Services; Service Plan; Additional
Information; Back Cover
17 Investment Management Services - Portfolio Transactions
18 Additional Information - Description of the Trusts
19 Purchase, Redemption and Pricing of Shares; Exchange of Shares;
Automatic Withdrawal Plan Provisions; Yield
Information
20 Additional Information - Tax Status of the Trust's Dividends and
Distributions
21 Investment Management Services; Additional Information -General
Distributor's Agreement; Service Plan
22 Yield Information
23 Financial Statements
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* Not applicable or negative answer.
<PAGE>
Centennial
Government Trust
Prospectus dated October 1, 1997
Centennial Government Trust is a no-load "money market" mutual fund that seeks a
high level of current income consistent with preservation of capital and the
maintenance of liquidity. The Trust seeks to achieve this objective by investing
in a diversified portfolio of short-term debt instruments issued or guaranteed
by the U.S. Government or its agencies or instrumentalities and maturing in, or
having been called for redemption in, one year or less.
An investment in the Trust is neither insured nor guaranteed by the U.S.
Government. While the Trust seeks to maintain a stable net asset value of $1.00
per share, there can be no assurance that the Trust will be able to do so.
Shares of the Trust may be purchased directly from brokers or dealers
having sales agreements with the Trust's Distributor and also are offered to
participants in Automatic Purchase and Redemption Programs (the "Programs")
established by certain brokerage firms with which the Trust's Distributor has
entered into agreements for that purpose. (See "How to Buy Shares" in the
Appendix.) The information in this Prospectus should be read together with the
information in the Appendix which is part of this Prospectus. Program
participants should also read the description of the Program provided by their
broker.
This Prospectus explains concisely what you should know before investing
in the Trust. Please read this Prospectus carefully and keep it for future
reference. You can find more detailed information about the Trust in the October
1, 1997 Statement of Additional Information. For a free copy, call Shareholder
Services, Inc., the Trust's Transfer Agent, at 1-800-525-9310 or write to the
Transfer Agent at the address on the back cover. The Statement of Additional
Information has been filed with the Securities and Exchange Commission and is
incorporated into this Prospectus by reference (which means that it is legally
part of this Prospectus).
Shares of the Trust are not deposits or obligations of any bank, are not
guaranteed by any bank, are not insured by the F.D.I.C. or any other agency, and
involve investment risks, including the possible loss of the principal amount
invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Contents
ABOUT THE TRUST
Expenses
Financial Highlights
Investment Objective and Policies
Other Investment Restrictions
Performance of the Trust
Appendix
How the Trusts are Managed
How to Buy Shares
Purchases Through Automatic Purchase and Redemption
Programs
Direct Purchases
Payment by Check
Payment by Federal Funds Wire
Guaranteed Payment
Automatic Investment Plans
Service Plan
How to Sell Shares
Program Participants
Direct Shareholders
Regular Redemption Procedure
Expedited Redemption Procedure
Checkwriting
Telephone Redemptions
Automatic Withdrawal Plans
Distributions from Retirement Plans Holding Shares of
Government Trust and Money Market Trust
General Information on Redemptions
Exchanges of Shares
Retirement Plans
Dividends, Distributions and Taxes
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ABOUT THE TRUST
Expenses
The following table sets forth the fees that an investor in the Trust might pay
and the expenses paid by the Trust during its fiscal year ended June 30, 1996.
o Shareholder Transaction Expenses
Maximum Sales Charge on Purchases
(as a percentage of offering price) None
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Maximum Sales Charge on Reinvested Dividends None
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Redemption Fee None(1)
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Exchange Fee None
(1) There is a $10 transaction fee for redemptions paid by Federal Funds wire,
but not for redemptions paid by check.
o Annual Trust Operating Expenses
(as a percentage of average net assets)
Management Fee 0.46%
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12b-1 Plan Fees 0.20%
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Other Expenses 0.10%
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Total Trust Operating Expenses 0.76%
The purpose of this table is to assist an investor in understanding the
various costs and expenses that an investor in the Trust will bear directly
(Shareholder Transaction Expenses) or indirectly (Annual Trust Operating
Expenses). "Other Expenses" includes such expenses as custodial and transfer
agent fees, audit and legal and other business operating expenses, but excludes
extraordinary expenses. For further details, see the Trust's financial
statements included in the Statement of Additional Information.
o Example. To try to show the effect of these expenses on an investment
over time, we have created the hypothetical example shown below. Assume that you
make a $1,000 investment in shares of the Trust, and the Trust's annual return
is 5%, and that its operating expenses are the ones shown in the Annual Trust
Operating Expenses chart above. If you were to redeem your shares at the end of
each period shown below, your investment would incur the following expenses by
the end of each period shown.
1 year 3 years 5 years 10 years
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$7 $24 $42 $94
This example shows the effect of expenses on an investment in the Trust,
but is not meant to predict actual or expected costs or investment returns of
the Trust, all of which may be more or less than those shown.
Financial Highlights
The table on the following page presents selected financial information about
the Trust, including per share data and expense ratios and other data based on
the Trust's average net assets. This information has been audited by Deloitte &
Touche LLP, independent auditors, whose report on the financial statements of
the Trust for the fiscal year ended June 30, 1997 is included in the Statement
of Additional Information.
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<PAGE>
Investment Objective and Policies
Objective. The Trust is a no-load "money-market" fund. It is an open-end,
diversified management investment company organized as a Massachusetts business
trust on January 18, 1982. The Trust's investment objective is to seek a high
level of current income consistent with the preservation of capital and the
maintenance of liquidity. The value of Trust shares is not insured or guaranteed
by any government agency. However, shares held in brokerage accounts would be
eligible for coverage by the Securities Investor Protection Corporation for
losses arising from the insolvency of the brokerage firm. The Trust's shares may
be purchased at their net asset value, which will remain fixed at $1.00 per
share except under extraordinary circumstances (see "Determination of Net Asset
Value Per Share" in the Statement of Additional Information for further
information). There can be no assurance, however, that the Trust's net asset
value will not vary or that the Trust will achieve its investment objective. In
seeking its objective, the Trust may invest in the types of instruments
discussed below.
Ratings of Securities. Under Rule 2a-7 of the Investment Company Act of 1940, as
amended (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
the Rule, the Trust may purchase only those securities that the Manager, under
procedures approved by the Trust's Board of Trustees has determined have minimal
credit risks and are "Eligible Securities."
With respect to ratings, an "Eligible Security" is (a) one that has
received a rating in one of the two highest short-term rating categories by any
two "nationally-recognized statistical rating organizations" (as defined in the
Rule) ("Rating Organizations"), or, if only one Rating Organization has rated
that security, by that Rating Organization, or (b) an unrated security that is
judged by Centennial Asset Management Corporation, the Trust's investment
manager (the "Manager"), to be of comparable quality to investments that are
"Eligible Securities" rated by Rating Organizations. The Rule permits the Trust
to purchase "First Tier Securities," which are Eligible Securities rated in the
highest rating category for short-term debt obligations by at least two Rating
Organizations, or, if only one Rating Organization has rated a particular
security, by that Rating Organization, or comparable unrated securities. Under
the Rule, the Trust may invest only up to 5% of its assets in "Second Tier
Securities," which are Eligible Securities that are not "First Tier Securities."
In addition to the overall 5% limit on Second Tier Securities, the Trust may not
invest more than (i) 5% of its total assets in the securities of any one issuer
(other than the U.S. Government, its agencies or instrumentalities) or (ii) 1%
of its total assets or $1 million (whichever is greater) in Second Tier
Securities of any one issuer. Under the current provisions of Rule 2a-7, the
Trust's Board must approve or ratify the purchase of Eligible Securities that
are unrated or rated by only one Rating Organization. Additionally, under Rule
2a-7, the Trust must maintain a dollar-weighted average portfolio maturity of no
more than 90 days and the remaining maturity of any single portfolio investment
may not exceed 397 days. Some of the Trust's existing investment restrictions
(which are fundamental policies that may be changed only by shareholder vote)
are more restrictive than the provisions of Rule 2a-7. For example, as a matter
of fundamental policy, the Fund may not invest in any debt instrument having a
maturity in excess of one year from the date of the investment. The Trust's
Board has adopted procedures under Rule 2a-7 pursuant to which the Board has
delegated to the Manager certain responsibilities, in accordance with that Rule,
of conforming the Trust's investments with the requirements of the Rule and
those procedures.
Exhibit A of the Statement of Additional Information contains additional
information on the rating categories of Rating Organizations. Ratings at the
time of purchase will determine whether securities may be acquired under the
above restrictions. Subsequent downgrades in ratings may require reassessments
of the credit risk presented by a security and may require its sale. See
"Ratings of Securities" in "Investment Objective and Policies" in the Statement
of Additional Information for further details.
Investment Policies and Strategies. The Trust's investment policies and
practices are not "fundamental" policies as defined in "Other Investment
Restrictions" unless a particular policy is identified as fundamental. The Board
may change non-fundamental investment policies without shareholder approval. The
Trust's investment objective is a fundamental policy. In seeking its objective,
the Trust invests principally in obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities and maturing in twelve months or
less from the date of purchase, or in repurchase agreements (described below)
under which such obligations are purchased. The securities in which the Trust
may invest may not yield as high a level of current income as longer-term or
lower-rated securities, which generally have less liquidity and experience
greater price fluctuation. In seeking its objective, the Trust may invest in the
type of securities listed below and use the following strategies:
o Obligations Issued or Guaranteed by the U. S. Government, its Agencies or
Instrumentalities. Securities issued or guaranteed by the U.S. Government
include a variety of U.S. Treasury securities that differ only in their interest
rates, maturities and dates of issuance. Treasury Bills have maturities of one
year or less. Treasury Notes have maturities of from one to ten years and
Treasury Bonds generally have maturities of greater than ten years at the date
of issuance. U.S. Government agencies or instrumentalities which issue or
guarantee securities, also 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, Central Bank for Cooperatives, Federal Home
Loan Bank, Federal Home Loan Mortgage Corporation, Federal Intermediate Credit
Bank, Federal Land Bank, Maritime Administration, Tennessee Valley Authority,
District of Columbia Armory Board, Federal National Mortgage Association and the
Student Loan Marketing Association. The Trust will not invest in securities
issued by the Inter- American Development Bank, the Asian-American Development
Bank and the International Bank for Reconstruction and Development or in pooled
mortgages offered by the Federal Housing Administration or Veterans
Administration.
Obligations of some U.S. Government agencies and instrumentalities may not
be supported by the full faith and credit of the United States. Some are backed
by the right of the issuer to borrow from the U.S. Treasury; others, such as the
Federal National Mortgage Association, by discretionary authority of the U.S.
Government to purchase the agencies' obligations; while still others, such as
the Student Loan Marketing Association, are supported only by the credit of the
instrumentality. In the case of securities not backed by the full faith and
credit of the United States, the Trust must look principally to the agency
issuing or guaranteeing the obligation for ultimate repayment, and may not be
able to assert a claim against the United States itself in the event the agency
or instrumentality does not meet its commitments.
o Certain Debt Obligations. The Trust may invest in variable rate notes,
variable rate master demand notes or in master demand notes (described in
"Investment Objective and Policies" in the Statement of Additional Information)
that meet the requirements of Rule 2a-7 (discussed above). The Trust may also
purchase debt obligations which are Eligible Securities, as defined above, that
either mature within twelve months from the date of purchase or have been called
for redemption by the issuer, with such redemption to be effective within one
year.
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 they have a demand feature that permits the Trust to recover the
principal amount of the underlying security at specified intervals not exceeding
one year and upon not more than 30 days' notice. Such obligations may be secured
by bank letters of credit or other credit support arrangements. See "Floating
Rate/Variable Rate Obligations" in the Statement of Additional Information for
more details.
o Board Approved Instruments. The Trust may invest in obligations, other
than those discussed above, approved by the Trust's Board of Trustees and which
are in accordance with the Trust's investment objective, policies and
restrictions.
o Repurchase Agreements. The Trust may acquire securities that are subject
to repurchase agreements in order to generate income while providing liquidity.
The Trust's repurchase agreements must be fully collateralized under the
requirements of Rule 2a-7. If the vendor fails to pay the agreed-upon repurchase
price on the delivery date, the Trust's risks may include any costs of disposing
of such collateral, and any loss resulting from any delay in foreclosing on the
collateral. There is no limit on the amount of the Trust's net assets that may
be subject to repurchase agreements having a maturity of seven days or less. The
Trust will not enter into a repurchase agreement that will cause more than 10%
of its net assets at the time of purchase to be subject to repurchase agreements
maturing in more than seven days. See "Repurchase Agreements" in the Statement
of Additional Information for further details.
Other Investment Restrictions
The Trust has certain investment restrictions which, together with its
investment objective, are fundamental policies which can be changed only by the
vote of a "majority" (as defined in the Investment Company Act) of the Trust's
outstanding voting securities. Under some of those restrictions, the Trust
cannot:
o invest in any security other than those discussed under "Investment
Objective and Policies," above;
o enter into repurchase agreements maturing in more than seven days or
purchase securities which are restricted as to resale or for which market
quotations are not readily available, if any such investment would cause more
than 10% of the Trust's assets to be invested in such securities;
o borrow money in excess of 10% of the value of its total assets, and then
only as a temporary measure for extraordinary or emergency purposes; provided
that the Trust will not make any investment at a time during which 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;
o make loans, except through (i) the purchase of debt securities listed
under "Investment Objective and Policies," (ii) the purchase of such debt
securities subject to repurchase agreements, or (iii) loans of securities as
described under "Loans of Portfolio Securities," in the Statement of Additional
Information; or
o invest in any debt instrument having a maturity in excess of one year
from the date of the investment, or, in the case of a debt instrument subject to
a repurchase agreement or called for redemption, having a repurchase or
redemption date more than one year from the date of the investment.
Unless the Prospectus states that a percentage restriction applies continuously,
it applies only at the time the Trust makes an investment, and 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. Additional investment
restrictions are contained in "Other Investment Restrictions" in the Statement
of Additional Information.
Performance of the Trust
Explanation of Yield. From time to time the "yield" and "compounded effective
yield" of an investment in the Trust may be advertised. Both yield figures are
based on historical earnings per share and are not intended to indicate future
performance. The "yield" of the Trust is the income generated by an investment
in the Trust over a seven-day period, which is then "annualized." In
annualizing, the amount of income generated by the investment during that seven
days is assumed to be generated each week over a 52-week period, and is shown as
a percentage of the investment. The "compounded effective yield" is calculated
similarly, but the annualized income earned by an investment in the Trust is
assumed to be reinvested. The "compounded effective yield" will therefore be
slightly higher than the yield because of the effect of the assumed
reinvestment. See "Yield Information" in the Statement of Additional Information
for additional information about the methods of calculating these yields.
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<PAGE>
APPENDIX
This Appendix is part of the Prospectuses of Centennial Money Market Trust
("Money Market Trust"), Centennial Tax Exempt Trust ("Tax Exempt Trust") and
Centennial Government Trust ("Government Trust"), each of which is referred to
in this Appendix individually as a "Trust" and collectively are referred to as
the "Trusts" Unless otherwise indicated, the information in this Appendix
applies to each Trust.
How the Trusts are Managed
Organization and History. The Board of Trustees of each Trust has overall
responsibility for the management of that Trust under the laws of Massachusetts
governing the responsibilities of trustees of business trusts. "Trustees and
Officers" in the Statement of Additional Information identifies the trustees and
officers and provides information about them. Subject to the authority of the
Board, the Trusts' investment manager, Centennial Asset Management Corporation
(the "Manager"), is responsible for the day-to-day management of each Trust's
business, supervises the investment operations of each Trust and the composition
of its portfolio and furnishes the Trusts advice and recommendations with
respect to investments, investment policies and the purchase and sale of
securities, pursuant to an Investment Advisory Agreement (collectively, the
"Agreements") with each Trust. Each of the Agreements sets forth the fees paid
by the Trust to the Manager and the expenses that the Trust is responsible to
pay.
The Trusts' shares are of one class, are transferrable without restriction
and have equal rights and privileges. Each share of each Trust represents an
interest in that Trust equal to the interest of each other share of the Trust
and entitles the holder to one vote per share (and a fractional vote for a
fractional share) on matters submitted to a shareholder vote. The Trustees may
divide or combine the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interest in the Trust. Shares do
not have cumulative voting rights or conversion, preemptive or subscription
rights. Shares of each Trust have equal liquidation rights as to the assets of
that Trust. (Each Trust's Board of Trustees is empowered to issue additional
classes or series of shares of that Trust, which may have separate assets and
liabilities.)
The Trusts will not normally hold annual meetings of the
shareholders. The Trusts may hold shareholder meetings from time to time on
important matters and shareholders have the right to call a meeting to remove a
Trustee or take other action described in the Declaration of Trust. Under
certain principles governing business trusts, shareholders may be held
personally liable as "partners" for the Trust's obligations. However, the risk
of a shareholder incurring any financial loss is limited to the relatively
remote circumstances in which the Trust is unable to meet its obligations. See
"Additional Information" in the Statement of Additional Information for details.
The Manager and Its Affiliates. The Manager, a wholly-owned subsidiary of
OppenheimerFunds, Inc. ("OFI"), has operated as an investment advisor since
1978. The Manager and its affiliates currently advise U.S. investment companies
with assets aggregating over $70 billion as of June 30, 1997, and having more
than 3 million shareholder accounts. OFI is wholly owned by Oppenheimer
Acquisition Corp., a holding company owned in part by senior management of OFI
and the Manager, and ultimately controlled by Massachusetts Mutual Life
Insurance Company, a mutual life insurance company which also advises pension
plans and investment companies.
o Fees and Expenses. The management fee is payable monthly to the Manager
under the terms of each Trust's Agreement and is computed on the average annual
net assets of the respective Trust as of the close of business each day. The
annual rates applicable to Money Market Trust and Government Trust are as
follows: 0.50% of the first $250 million of net assets; 0.475% of the next $250
million of net assets; 0.45% of the next $250 million of net assets; 0.425% of
the next $250 million of net assets; and 0.40% of net assets in excess of $1
billion. Independently of Money Market Trust's Agreement, the Manager has
voluntarily agreed to waive a portion of the management fee otherwise payable to
it to the extent necessary to: (a) permit Money Market Trust to have a seven day
yield at least equal to that of Daily Cash Accumulation Fund, Inc., and (b) to
reduce, on an annual basis, the management fee paid on the average net assets of
the Trust in excess of $1 billion from 0.40% to: 0.40% of average net assets in
excess of $1 billion but less than $1.25 billion; 0.375% of average net assets
in excess of $1.25 billion but less than $1.50 billion; 0.35% of average net
assets in excess of $1.50 billion but less than $2 billion; and 0.325% of
average net assets in excess of $2 billion. This undertaking became effective as
of December 1, 1991, and may be modified or terminated by the Manager any time.
The Board of Directors of Daily Cash Accumulation Fund, Inc., a money
market fund for which the Manager also serves as investment adviser, has
proposed that shareholders of that fund consider and vote upon a reorganization
of that fund with and into Money Market Trust. A meeting of shareholders of
Daily Cash Accumulation Fund, Inc. is scheduled for November 18, 1997 to vote
upon the proposed reorganization. In connection with the proposed
reorganization, the Manager has agreed that if the reorganization is approved by
shareholders of Daily Cash Accumulation Fund, Inc. and implemented, it will
amend its Investment Advisory Agreement with Money Market Trust to include as
additional breakpoints in the fee schedule those breakpoints which are now
included in the Manager's voluntary undertaking described above. There is no
assurance that shareholders of Daily Cash Accumulation Fund, Inc. will approve
the proposed reorganization or that the reorganization will be implemented. If
the reorganization is not implemented, the Manager will not amend its Investment
Advisory Agreement with Money Market Trust and this prospectus will not be
supplemented to reflect that fact.
The annual rates applicable to Tax Exempt Trust are as follows: 0.50% of
the first $250 million of net assets; 0.475% of the next $250 million of net
assets; 0.45% of the next $250 million of net assets; 0.425% of the next $250
million of net assets; 0.40% of the next $250 million of net assets; 0.375% of
the next $250 million of net assets; 0.35% of the next $500 million of net
assets and 0.325% of net assets in excess of $2 billion. Furthermore, under Tax
Exempt Trust's Agreement, when the value of Tax Exempt Trust's net assets is
less than $1.5 billion, the annual fee payable to the Manager shall be reduced
by $100,000 based on average net assets computed daily and paid monthly at the
annual rates, but in no event shall the annual fee be less than $0. See the
Statement of Additional Information for an explanation of the Manager's
reimbursement arrangement for the Trusts set forth in their Agreements.
"Investment Management Services" in the Statement of Additional Information
contains more complete information about the Agreements, including a discussion
of expense arrangements, and a description of the exculpation provisions and
portfolio transactions.
o The Custodian. The Custodian of the assets of the Trusts is Citibank,
N.A. The Manager and its affiliates presently have banking relationships with
the Custodian. See "Additional Information" in the Statement of Additional
Information for further information. Each Trust's cash balances in excess of
$100,000 held by the Custodian are not protected by Federal deposit insurance.
Such uninsured balances may at times be substantial. The foregoing rating
restrictions under Rule 2a-7 described under "Investment Objective and Policies"
do not apply to banks in which a Trust's cash is kept.
o The Transfer Agent. Shareholder Services, Inc., a subsidiary of OFI,
acts as Transfer Agent and shareholder servicing agent for the Trusts and the
other mutual funds advised by the Manager, on an at-cost basis. The fees to the
Transfer Agent do not include payments for any services of the type paid, or to
be paid, by the Trusts to the Distributor and to Recipients under the Service
Plan (see "Service Plan"). Direct shareholders should direct any inquiries
regarding the Trusts to the Transfer Agent at the address and toll-free phone
number on the back cover. Program participants should direct any inquiries
regarding the Trust to their broker.
How to Buy Shares
Shares of each Trust may be purchased at their offering price, which is net
asset value per share, without sales charge. The net asset value will remain
fixed at $1.00 per share, except under extraordinary circumstances (see
"Determination of Net Asset Value Per Share" in the Statement of Additional
Information for further details). There can be no guarantee that any Trust will
maintain a stable net asset value of $1.00 per share. Centennial Asset
Management Corporation, which also acts as the distributor for each Trust (and
in that capacity is referred to as the "Distributor"), may in its sole
discretion accept or reject any order for purchase of a Trust's shares.
OppenheimerFunds Distributor, Inc. ("OFDI"), an affiliate of the Distributor,
acts as the sub-distributor for each Trust (the "Sub-Distributor").
The minimum initial investment is $500 ($2,500 if by Federal Funds wire),
except as otherwise described in this Prospectus. Subsequent purchases must be
in amounts of $25 or more, and may be made through authorized dealers or brokers
or by forwarding payment to the Distributor at P.O. Box 5143, Denver, Colorado
80217, with the name(s) of all account owners, the account number and the name
of the Trust. The minimum initial and subsequent purchase requirements are
waived on purchases made by reinvesting dividends from any of the "Eligible
Funds" listed in "Exchange of Shares" in the Statement of Additional Information
or by reinvesting distributions from unit investment trusts for which
reinvestment arrangements have been made with the Distributor. Under an
Automatic Investment Plan or military allotment plan, initial and subsequent
investments must be at least $25. No share certificates will be issued unless
specifically requested in writing by an investor or the dealer or broker.
Each Trust intends to be as fully invested as practicable to maximize its
yield. Therefore, dividends will accrue on newly- purchased shares only after
the Distributor accepts the purchase order at its address in Colorado, on a day
the New York Stock Exchange is open (a "regular business day"), under one of the
methods of purchasing shares described below. The purchase will be made at the
net asset value next determined after the Distributor accepts the purchase
order.
Each Trust's net asset value per share is determined twice each regular
business day, at 12:00 Noon and the close of The New York Stock Exchange that
day, which is normally 4:00 P.M., but may be earlier on some days (all
references to time in this Prospectus mean New York time), by dividing the net
assets of the Trust by the total number of its shares outstanding. Each Trust's
Board of Trustees has established procedures for valuing the Trust's assets,
using the amortized cost method as described in "Determination of Net Asset
Value Per Share" in the Statement of Additional Information.
Dealers and brokers who process orders for a Trust's shares on behalf of
their customers may charge a fee for this service. That fee can be avoided by
purchasing shares directly from a Trust. The Distributor, in its sole
discretion, may accept or reject any order for purchases of the Trust's shares.
The sale of shares will be suspended during any period when the determination of
net asset value is suspended, and may be suspended by the Board of Trustees
whenever the Board judges it in the best interest of a Trust to do so.
Purchases Through Automatic Purchase and Redemption Programs. Shares of each
Trust are available under Automatic Purchase and Redemption Programs
("Programs") of broker-dealers that have entered into agreements with the
Distributor for that purpose. Broker-dealers whose clients participate in such
Programs will invest the "free cash balances" of such client's Program account
in shares of the Trust selected as the primary Trust by the client for the
Program account. Such purchases will be made by the broker- dealer under the
procedures described in "Guaranteed Payment," below. The Program may have
minimum investment requirements established by the broker-dealer. The
description of the Program provided by the broker-dealer should be consulted for
details, and all questions about investing in, exchanging or redeeming shares of
a Trust through a Program should be directed to the broker-dealer.
Direct Purchases. An investor (who is not a Program participant, but instead a
"Direct Shareholder") may directly purchase shares of the Trusts through any
broker or dealer which has a sales agreement with the Distributor or the
Sub-Distributor. There are two ways to make a direct initial investment: either
(1) complete a Centennial Funds New Account Application and mail it with payment
to the Distributor at P.O. Box 5143, Denver, Colorado 80217 (if no dealer is
named in the Application, the Sub-Distributor will act as the dealer), or (2)
order the shares through your dealer or broker. Purchases made by Application
should have a check enclosed, or payment may be made by one of the alternative
means described below.
o Payment by Check. Orders for shares purchased by check in U.S. dollars
drawn on a U.S. bank will be effected on the regular business day on which the
check (and the purchase application, if the account is new) is accepted by the
Distributor. Dividends will begin to accrue on such shares the next regular
business day after the purchase order is accepted. For other checks, the shares
will not be purchased until the Distributor is able to convert the purchase
payment to Federal Funds, and dividends will begin to accrue on such shares on
the next regular business day.
o Payment by Federal Funds Wire. Shares of each Trust may be purchased by
Direct Shareholders by Federal Funds wire. The minimum investment by wire is
$2,500. You must first call the Distributor's Wire Department at 1-800-852-8457
to notify the Distributor of the wire and to receive further instructions.
The investor's bank must wire the Federal Funds to Citibank, N.A., ABA No.
0210-0008-9, for credit to Concentration Account No. 3737-5674 (Centennial Money
Market Trust or Centennial Tax Exempt Trust) or Concentration Account No.
3741-9796 (Centennial Government Trust), for further credit to the following
account numbers for the respective Trust: (i) Centennial Money Market Trust
Custodian Account No. 099920, (ii) Centennial Government Trust Custodian Account
No. 099975, or (iii) Centennial Tax Exempt Trust Custodian Account No. 099862.
The wire must state the investor's name. Shares will be purchased on the
regular business day on which the Federal Funds are received by Citibank, N.A.
(the "Custodian") prior to the close of The New York Stock Exchange (which is
normally 4:00 P.M. but may be earlier on some days) and the Distributor has
received and accepted the investor's notification of the wire order prior to the
close of The New York Stock Exchange. Those shares will be purchased at the net
asset value next determined after receipt of the Federal Funds and the order.
Dividends on newly purchased shares will begin to accrue on the purchase date if
the Federal Funds and order for the purchase are received and accepted by 12:00
Noon. Dividends will begin to accrue on the next regular business day if the
Federal Funds and purchase order are received and accepted between 12:00 Noon
and the close of The New York Stock Exchange. The investor must also send the
Distributor a completed Application when the purchase order is placed to
establish a new account.
o Guaranteed Payment. Broker-dealers with sales agreements with the
Distributor (including broker-dealers who have made special arrangements with
the Distributor for purchases for Program accounts) may place purchase orders
with the Distributor for purchases of a Trust's shares prior to 12:00 Noon on a
regular business day, and the order will be effected at the net asset value
determined at 12:00 Noon that day if the broker-dealer guarantees that payment
for such shares in Federal Funds will be received by the Trust's Custodian prior
to 2:00 P.M. on the same day. Dividends on such shares will begin to accrue on
the purchase date. If an order is received between 12:00 Noon and the close of
The New York Stock Exchange (which is normally 4:00 P.M., but may be earlier on
some days) with the broker-dealer's guarantee that payment for such shares in
Federal Funds will be received by the Trust's Custodian by the close of the
Exchange on the next regular business day, the order will be effected at the
close of the Exchange on the day the order is received, and dividends on such
shares will begin to accrue on the next regular business day the Federal Funds
are received by the required time. If the broker-dealer guarantees that the
Federal Funds payment will be received by the Trust's Custodian by 2:00 P.M. on
a regular business day on which an order is placed for shares after 12:00 Noon,
the order will be effected at the close of the Exchange that day and dividends
will begin to accrue on such shares on the purchase date.
o Automatic Investment Plans. Direct investors may purchase shares of a
Trust automatically. Automatic Investment Plans may be used to make regular
monthly investments ($25 minimum) from the investor's account at a bank or other
financial institution. To establish an Automatic Investment Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
application. Shares purchased by Automatic Investment Plan payments are subject
to the redemption restrictions for recent purchases described in "How to Sell
Shares." The amount of the Automatic Investment Plan payment may be changed or
the automatic investments terminated at any time by writing to the Transfer
Agent. A reasonable period (approximately 15 days) is required after receipt of
such instructions to implement them. The Trusts reserve the right to amend,
suspend, or discontinue offering Automatic Investment Plans at any time without
prior notice.
Service Plan. Each Trust has adopted a Service Plan (the "Plan") under Rule
12b-1 of the Investment Company Act pursuant to which the Trust will reimburse
the Distributor for all or a portion of its costs incurred in connection with
the personal service and maintenance of accounts that hold Trust shares. The
Distributor will use all the fees received from the Trust to compensate dealers,
brokers, banks, or other financial institutions ("Recipients") each quarter for
providing personal service and maintenance of accounts that hold Trust shares.
The services to be provided by Recipients under each Plan include, but shall not
be limited to, the following: answering routine inquiries from the Recipient's
customers concerning the Trust, providing such customers with information on
their investment in Trust shares, assisting in the establishment and maintenance
of accounts or sub- accounts in the Trust, making the Trust's investment plans
and dividend payment options available, and providing such other information and
customer liaison services and the maintenance of accounts as the Distributor or
the Trust may reasonably request. Plan payments by the Trust to the Distributor
will be made quarterly in the amount of the lesser of: (i) 0.05% (0.20%
annually) of the net asset value of the Trust, computed as of the close of each
business day or (ii) the Distributor's actual distribution expenses for that
quarter of the type approved by the Board. Each Trust may make monthly payments
to the Distributor (and the Distributor to Recipients) in any month where Trust
assets held by a Recipient for itself or on behalf of its customers in that
month exceed $200 million. Any unreimbursed expenses incurred for any quarter by
the Distributor may not be recovered in later periods. The Plan has the effect
of increasing annual expenses of each Trust by up to 0.20% of average annual net
assets from what its expenses would otherwise be. In addition, the Manager may,
under the Plan, from time to time from its own resources (which may include the
profits derived from the advisory fee it receives from the Trusts), make
payments to Recipients for distribution, administrative and accounting services
performed by Recipients. For further details, see "Service Plan" in the
Statement of Additional Information.
How to Sell Shares
Program Participants. A Program participant may redeem shares in the Program by
writing checks as described below, or by contacting the dealer or broker. A
Program participant may also arrange for "Expedited Redemptions," as described
below, only through his or her dealer or broker.
Direct Shareholders. Those shareholders whose ownership of shares of the Trusts
is direct rather than through a Program, may redeem shares by either regular
redemption procedures or by expedited redemption procedures.
o Regular Redemption Procedure. To redeem some or all shares in an account
(whether or not represented by certificates) under the Trust's regular
redemption procedures, a Direct Shareholder must send the following to the
Transfer Agent for the Trust, Shareholder Services, Inc., P.O. Box 5143, Denver,
Colorado 80217 [send courier or express mail deliveries to 10200 E. Girard
Avenue, Building D, Denver, Colorado 80231]: (1) a written request for
redemption signed by all registered owners exactly as the shares are registered,
including fiduciary titles, if any, and specifying the account number and the
dollar amount or number of shares to be redeemed; (2) a guarantee of the
signatures of all registered owners on the redemption request or on the
endorsement on the share certificate or accompanying stock power, by a U.S.
bank, trust company, credit union or savings association, or a foreign bank
having a U.S. correspondent bank, or by a U.S. registered dealer or broker in
securities, municipal securities or government securities, or by a U.S. national
securities exchange, registered securities association or clearing agency; (3)
any share certificates issued for any of the shares to be redeemed; and (4) any
additional documents which may be required by the Transfer Agent for redemption
by corporations, partnerships or other organizations, executors, administrators,
trustees, custodians, guardians, or from Individual Retirement Accounts ("IRAs")
or other retirement plans, or if the redemption is requested by anyone other
than the shareholder(s) of record. A signature guarantee is not required for
redemptions of $50,000 or less, requested by and payable to all shareholders of
record, to be sent to the address of record for that account. Transfers of
shares are subject to similar requirements.
To avoid delay in redemptions or transfers, shareholders having questions
about these requirements should contact the Transfer Agent in writing or by
calling 1-800-525-9310 before submitting a request. From time to time the
Transfer Agent in its discretion may waive any or certain of the foregoing
requirements
in particular cases. Redemption or transfer requests will not be honored until
the Transfer Agent receives all required documents in proper form.
o Expedited Redemption Procedure. In addition to the regular redemption
procedure set forth above, Direct Shareholders whose shares are not represented
by certificates may arrange to have redemption proceeds of $2,500 or more wired
in Federal Funds to a designated commercial bank if the bank is a member of the
Federal Reserve wire system. To place a wire redemption request, call the
Transfer Agent at 1-800-852-8457. The account number of the designated financial
institution and the bank ABA number must be supplied to the Transfer Agent on
the Application or dealer settlement instructions establishing the account or
may be added to existing accounts or changed only by signature-guaranteed
instructions to the Transfer Agent from all shareholders of record. Such
redemption requests may be made by telephone, wire or written instructions to
the Transfer Agent. The wire for the redemption proceeds of shares redeemed
prior to 12:00 Noon normally will be transmitted by the Transfer Agent to the
shareholder's designated bank account on the day the shares are redeemed (or, if
that day is not a bank business day, on the next bank business day). Shares
redeemed prior to 12:00 Noon do not earn dividends on the redemption date. The
wire for the redemption proceeds of shares redeemed between 12:00 Noon and the
close of The New York Stock Exchange (which is normally 4:00 P.M., but may be
earlier on some days) normally will be transmitted by the Transfer Agent to the
shareholder's designated bank account on the next bank business day after the
redemption. Shares redeemed between 12:00 Noon and the close of the Exchange
earn dividends on the redemption date. See "Purchase, Redemption and Pricing of
Shares" in the Statement of Additional Information for further details.
o Checkwriting. Upon request, the Transfer Agent will provide any Direct
Shareholder of the Trusts or any Program participant whose shares are not
represented by certificates, with forms of drafts ("checks") payable through a
bank selected by the Trust (the "Bank"). Checks may be made payable to the order
of anyone in any amount not less than $250, and will be subject to the Bank's
rules and regulations governing checks. Program participants' checks will be
payable from the primary account designated by the Program participant. The
Transfer Agent will arrange for checks written by Direct Shareholders to be
honored by the Bank after obtaining a specimen signature card from the
shareholder(s). Program participants must arrange for Checkwriting through their
brokers or dealers. If a check is presented for an amount greater than the
account value, it will not be honored. Shareholders of joint accounts may elect
to have checks honored with a single signature. Checks issued for one Trust
account must not be used if the shareholder's account has been transferred to a
new account or if the account number or registration has changed. Shares
purchased by check or Automatic Investment Plan payments within the prior 10
days may not be redeemed by Checkwriting. A check that would require redemption
of some or all of the shares so purchased is subject to non-payment. When a
check is presented to the Bank for clearance, the Bank will request the Trust to
redeem a sufficient number of full and fractional shares in the shareholders'
account to cover the amount of the check. This enables the shareholder to
continue receiving dividends on those shares until the check is presented to the
Trust. Checks may not be presented for cash payment at the offices of the Bank
or the Trust's Custodian. This limitation does not affect the use of checks for
the payment of bills or to obtain cash at other banks. The Trust reserves the
right to amend, suspend, or discontinue Checkwriting privileges at any time
without prior notice.
By choosing the Checkwriting privilege, whether you do so by signing the
Account Application or by completing a Checkwriting card, the individuals
signing (1) represent that they are either the registered owner(s) of the shares
of the Trust, or are an officer, general partner, trustee or other fiduciary or
agent, as applicable, duly authorized to act on behalf of such registered
owner(s); (2) authorize the Trust, its Transfer Agent and any bank through which
the Trust's drafts ("checks") are payable (the "Bank"), to pay all checks drawn
on the Trust account of such person(s) and to effect a redemption of sufficient
shares in that account to cover payment of such checks; (3) specifically
acknowledge(s) that if you choose to permit a single signature on checks drawn
against joint accounts, or accounts for corporations, partnerships, trusts or
other entities, the signature of any one signatory on a check will be sufficient
to authorize payment of that check and redemption from an account even if that
account is registered in the names of more than one person or even if more than
one authorized signature appears on the Checkwriting card or the Application, as
applicable; and (4) understand(s) that the Checkwriting privilege may be
terminated or amended at any time by the Trust and/or the Bank and neither shall
incur any liability for such amendment or termination or for effecting
redemptions to pay checks reasonably believed to be genuine, or for returning or
not paying checks which have not been accepted for any reason.
o Telephone Redemptions. Direct Shareholders of the Trusts may redeem
their shares by telephone by calling the Transfer Agent at 1-800-852-8457. This
procedure for telephone redemptions is not available to Program participants.
Proceeds of telephone redemptions will be paid by check payable to the
shareholder(s) of record and sent to the address of record for the account.
Telephone redemptions are not available within 30 days of a change of the
address of record. Up to $50,000 may be redeemed by telephone, in any seven day
period. The Transfer Agent may record any calls. Telephone redemptions may not
be available if all lines are busy, and shareholders would have to use the
Trusts' regular redemption procedures described above. Telephone redemption
privileges are not available for newly-purchased (within the prior 10 days)
shares or for shares represented by certificates. Telephone redemption
privileges apply automatically to each Direct Shareholder and the dealer
representative of record unless the Transfer Agent receives cancellation
instructions from a shareholder of record. If an account has multiple owners,
the Transfer Agent may rely on the instructions of any one owner.
o Automatic Withdrawal Plan. Direct Shareholders of the Trusts can
authorize the Transfer Agent to redeem shares (minimum $50) automatically on a
monthly, quarterly, semi-annual or annual basis under an Automatic Withdrawal
Plan. Shares will be redeemed as of the close of The New York Stock Exchange
(which is normally 4:00 P.M., but may be earlier on some days) three days prior
to the date requested by the shareholder for receipt of the payment. The Trusts
cannot guarantee receipt of payment on the date requested and reserve the right
to amend, suspend or discontinue offering such Plan at any time without prior
notice. Required minimum distributions from OppenheimerFunds-sponsored
retirement plans may not be arranged on this basis. For further details, see the
"Automatic Withdrawal Plan Provisions" included as Exhibit C in the Statement of
Additional Information.
Distributions from Retirement Plans Holding Shares of Government Trust and Money
Market Trust. Requests for distributions from OppenheimerFunds-sponsored
Individual Retirement Accounts ("IRAs"), 403(b)(7) custodial plans, or pension
or profit-sharing plans of Direct Shareholders for which the Manager or its
affiliates act as sponsors should be addressed to "Bank of Boston c/o
Shareholder Services, Inc." at the address listed on the cover, and must: (i)
state the reason for distribution; (ii) state the owner's awareness of tax
penalties if the distribution is premature; and (iii) conform to the
requirements of the plan and the Trust's requirements for regular redemptions
discussed above. Participants (other than self-employed persons) in
OppenheimerFunds-sponsored pension or profit-sharing plans may not directly
request redemption of their accounts. The employer or plan administrator must
sign the request. Distributions from such plans are subject to additional
requirements under the Internal Revenue Code and certain documents (available
from the Transfer Agent) must be completed before the distribution may be made.
Distributions from retirement plans are subject to withholding requirements
under the Internal Revenue Code of 1986, as amended, and IRS Form W-4P
(available from the Transfer Agent) must be submitted to the Transfer Agent with
the distribution request, or the distribution may be delayed. Unless the
shareholder has provided the Transfer Agent with a certified tax identification
number, the Internal Revenue Code requires that tax be withheld from any
distribution even if the shareholder elects not to have tax withheld. The
Trustee, the Trusts, the Manager, the Distributor and the Transfer Agent assume
no responsibility to determine whether a distribution satisfies the conditions
of applicable tax laws and will not be responsible for any penalties assessed.
General Information on Redemptions. The redemption price will be the net asset
value per share of the applicable Trust next determined after the receipt by the
Transfer Agent of a request in proper form. Under certain unusual circumstances,
the Board of Trustees of a Trust may involuntarily redeem small accounts (valued
at less than $500). Should the Board elect to exercise this right, it may also
fix, in accordance with the Investment Company Act, the requirements for any
notice to be given to the shareholders in question (not less than 30 days), or
may set requirements for permission to allow the shareholder to increase the
investment so that the shares would not be involuntarily redeemed. The Board of
Trustees of a Trust may also involuntarily redeem shares in amounts sufficient
to reimburse the Trust or the Distributor for any loss due to cancellation of a
share purchase order. Under the Internal Revenue Code, the Trusts may be
required to impose "backup" withholding of Federal income tax at the rate of 31%
from any taxable dividends and distributions (including exchanges) the Trust may
make if the shareholder has not furnished the Trust with a certified taxpayer
identification number or has not complied with provisions of the Internal
Revenue Code relating to reporting dividends.
Payment for redeemed shares is made ordinarily in cash and forwarded within
seven days of the Transfer Agent's receipt of redemption instructions in proper
form, except under unusual circumstances as determined by the Securities and
Exchange Commission. For accounts registered in the name of a broker- dealer,
payment will be forwarded within three business days. The Transfer Agent may
delay forwarding a redemption check for recently purchased shares only until the
purchase check has cleared, which may take up to 10 or more days from the
purchase date. Such delay may be avoided if the shareholder arranges telephone
or written assurance satisfactory to the Transfer Agent from the bank on which
the purchase payment was drawn, or by purchasing shares by Federal Funds wire,
as described above. The Trust makes no charge for redemption. Dealers or brokers
may charge a fee for handling redemption transactions, but such fee can be
avoided by Direct Shareholders by requesting the redemption directly through the
Transfer Agent. Under certain circumstances, the proceeds of redemption of
shares of a Trust acquired by exchange of shares of Eligible Funds that were
purchased subject to a contingent deferred sales charge ("CDSC") may be subject
to the CDSC (see "Exchange Privilege" below).
Exchanges of Shares
Exchange Privilege. Shares of each of the Trusts held under Programs may be
exchanged for shares of Centennial Money Market Trust, Centennial Government
Trust, Centennial Tax Exempt Trust, Centennial California Tax Exempt Trust and
Centennial New York Tax Exempt Trust if available for sale in the shareholder's
state of residence only by instructions of the broker.
Shares of the Trusts may, under certain conditions, be exchanged by Direct
Shareholders for Class A shares of certain Oppenheimer funds. A list of the
Oppenheimer funds currently available for exchange is included in the Statement
of Additional Information. That list can change from time to time. (The funds
included on the list are collectively referred to as "Eligible Funds"). There is
an initial sales charge on the purchase of Class A shares of each Eligible Fund
except the Money Market Funds (as defined in the Statement of Additional
Information). Under certain circumstances described below, redemption proceeds
of Money Market Fund shares may be subject to a CDSC.
Shares of the Trusts and of the other Eligible Funds may be exchanged at
net asset value, if all of the following conditions are met: (1) shares of the
fund selected for exchange are available for sale in the shareholder's state of
residence; (2) the respective prospectuses of the funds whose shares are to be
exchanged and acquired offer the Exchange Privilege to the investor; (3)
newly-purchased shares (by initial or subsequent investment) are held in an
account for at least seven days prior to the exchange; and (4) the aggregate net
asset value of the shares surrendered for exchange into a new account is at
least equal to the minimum investment requirements of the fund whose shares are
to be acquired.
In addition to the conditions stated above, shares of Eligible Funds may
be exchanged for shares of any Money Market Fund; shares of any Money Market
Fund held by Direct Shareholders (including the Trusts) purchased without a
sales charge may be exchanged for shares of Eligible Funds offered with a sales
charge upon payment of the sales charge (or, if applicable, may be used to
purchase shares of Eligible Funds subject to a CDSC); and shares of a Trust
acquired by reinvestment of dividends and distributions from any Eligible Fund,
except Oppenheimer Cash Reserves, or from any unit investment trust for which
reinvestment arrangements have been made with the Distributor or Sub-Distributor
may be exchanged at net asset value for shares of any Eligible Fund. The
redemption proceeds of shares of a Trust acquired by exchange of Class A shares
of an Eligible Fund purchased subject to a CDSC, that are redeemed within 12
months of the end of the calendar month of the initial purchase of the exchanged
shares, (18 months for shares purchased prior to May 1, 1997), will be subject
to the CDSC as described in the prospectus of that other Eligible Fund. In
determining whether the CDSC is payable, shares of the Trust not subject to the
CDSC are redeemed first, including shares purchased by reinvestment of dividends
and capital gains distributions from any Eligible Fund or shares of the Trust
acquired by exchange of shares of Eligible Funds on which a front-end sales
charge was paid or credited, and then other shares are redeemed in the order of
purchase.
How to Exchange Shares. An exchange may be made by Direct Shareholders by
submitting an Exchange Authorization Form to the Transfer Agent, signed by all
registered owners. In addition, Direct Shareholders of the Trusts may exchange
shares of a Trust for shares of any Eligible Fund by telephone exchange
instructions to the Transfer Agent by a shareholder or the dealer representative
of record for an account. The Trusts may modify, suspend or discontinue this
exchange privilege at any time. Although the Trust will attempt to provide you
notice whenever reasonably able to do so, it may impose these changes at any
time. The Trusts reserve the right to reject written requests submitted in bulk
on behalf of more than one account. Exchange requests must be received by the
Transfer Agent by the close of The New York Stock Exchange on a regular business
day to be effected that day. The number of shares exchanged may be less than the
number requested if the number requested would include shares subject to a
restriction cited above or shares covered by a certificate that is not tendered
with such request. Only the shares available for exchange without restriction
will be exchanged.
Telephone Exchanges. Direct Shareholders may place a telephone exchange request
by calling the Transfer Agent at 1-800-852-8457. Telephone exchange calls may be
recorded by the Transfer Agent. Telephone exchanges are subject to the rules
described above. By exchanging shares by telephone, the shareholder is
acknowledging receipt of a prospectus of the fund to which the exchange is made
and that for full or partial exchanges, any special account features such as
Automatic Investment Plans, Automatic Withdrawal Plans and retirement plan
contributions will be switched to the new account unless the Transfer Agent is
otherwise instructed. Telephone exchange privileges automatically apply to each
Direct Shareholder of record and the dealer representative of record unless and
until the Transfer Agent receives written instructions from a shareholder of
record canceling such privileges. If an account has multiple owners, the
Transfer Agent may rely on the instructions of any one owner.
Telephone Instructions. Shares acquired by telephone exchange must be registered
exactly as the account from which the exchange was made. Certificated shares are
not eligible for telephone exchange. If all telephone exchange lines are busy
(which might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request telephone exchanges and
would have to submit written exchange requests. The Transfer Agent has adopted
procedures concerning telephone transactions including confirming that telephone
instructions are genuine by requiring callers to provide tax identification
number(s) and other account data or by using PINs, and by recording calls and
confirming such transactions in writing. If the Transfer Agent does not use
reasonable procedures, it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor any Trust will be liable for losses
or expenses arising out of telephone instructions reasonably believed to be
genuine. The Transfer Agent reserves the right to require shareholders to
confirm, in writing, telephone transaction privileges for an account.
General Information on Exchanges. Shares to be exchanged are redeemed on the day
the Transfer Agent receives an exchange request in proper form (the "Redemption
Date"), as of the close of The New York Stock Exchange (which is normally 4:00
P.M., but may be earlier some days). Normally, shares of the fund to be acquired
are purchased on the Redemption Date, but such purchases may be delayed by
either fund up to seven business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. Each Trust in
its discretion reserves the right to refuse any exchange request that will
disadvantage it.
The Eligible Funds have different investment objectives and policies. Each
of those funds imposes a sales charge on purchases of Class A shares except the
Money Market Funds. For complete information, including sales charges and
expenses, a prospectus of the fund into which the exchange is being made should
be read prior to an exchange. Dealers and brokers who process exchange orders on
behalf of their customers may charge for their services. Direct Shareholders may
avoid those charges by requesting the Trust directly to exchange shares. For
Federal tax purposes, an exchange is treated as a redemption and purchase of
shares.
Shareholder Transactions by Fax. Requests for certain account transactions may
be sent to the Transfer Agent by fax (telecopier). Please call 1-800-525-7048
for information about which transactions are included. Transaction requests
submitted by fax are subject to the same rules and restrictions as written and
telephone requests described in this Prospectus.
Retirement Plans
The Distributor has available for Direct Shareholders who purchase shares of
Government Trust and Money Market Trust: (i) individual retirement accounts
(IRAs), including Simplified Employee Pension Plans (SEP IRAs); (ii) prototype
pension and profit-sharing plans for corporations and self-employed individuals;
and (iii) Section 403(b)(7) custodial plans for employees of public educational
institutions and organizations of the type described in Section 501(c)(3) of the
Internal Revenue Code. The minimum initial IRA, SEP IRA, pension or
profit-sharing plan investment is normally $250. The minimum initial 403(b)(7)
plan investment is $25. For further details, including the administrative fees,
the appropriate retirement plan should be requested from the Distributor.
Retirement plans are not available to Direct Shareholders who purchase shares of
Tax Exempt Trust. The Trusts reserve the right to discontinue offering their
shares to such plans at any time without prior notice.
Dividends, Distributions and Taxes
This discussion relates solely to Federal tax laws and is not exhaustive. A
qualified tax advisor should be consulted. Dividends and distributions may be
subject to Federal, state and local taxation. Information about the possible
applicability of the Alternative Minimum Tax to Tax Exempt Trust's dividends and
distributions is contained in "Investment Objective and Policies -Private
Activity Municipal Securities" in the Statement of Additional Information of Tax
Exempt Trust. The Appendix to the Statement of Additional Information contains a
further discussion of tax matters affecting the Trusts and their distributions.
Dividends and Distributions. Each Trust intends to declare all of its net
income, as defined below, as dividends on each regular business day and to pay
dividends monthly. Dividends will be payable to shareholders as described above
in "How To Buy Shares." Dividends accumulated since the prior payment will be
reinvested in full and fractional shares of the respective Trust at net asset
value on the third Thursday of each calendar month. If a shareholder redeems all
shares at any time during a month, the redemption proceeds include all dividends
accrued up to the redemption date for shares redeemed prior to 12:00 Noon, and
include all dividends accrued through the redemption date for shares redeemed
between 12:00 Noon and the close of The New York Stock Exchange. Program
participants may receive cash payments by asking the broker to redeem shares.
All dividends and capital gains distributions for the accounts of Program
participants are automatically reinvested in additional shares of the Trust
selected. Dividends and distributions payable to Direct Shareholders of the
Trusts will also be automatically reinvested in shares of the respective Trust
at net asset value, on the third Thursday of each calendar month, unless the
shareholder asks the Transfer Agent in writing to pay dividends and
distributions in cash or to reinvest them in another Eligible Fund, as described
in "Dividend Reinvestment in Another Fund" in the Statement of Additional
Information. That notice must be received prior to the record date for a
dividend to be effective as to that dividend. Dividends, distributions and the
proceeds of redemptions of Trust shares represented by checks returned to the
Transfer Agent by the Postal Service as undeliverable will be reinvested in
shares of the respective Trust, as promptly as possible after the return of such
check to the Transfer Agent to enable the investor to earn a return on otherwise
idle funds.
Participants in an A.G. Edwards & Sons, Inc. Cash Convenience Account
Program (other than those whose account is an Individual Retirement Account)
holding shares of Tax Exempt Trust or Government Trust will receive account
statements five times a year, at the end of March, May, August, October and
December, if the only activity in their account during that period is the
automatic reinvestment of dividends.
Under the terms of a Program, a broker-dealer may pay out the value of
some or all of a Program participant's Trust shares prior to redemption of such
shares by the Trust. In such cases, the shareholder will be entitled to
dividends on such shares only up to and including the date of such payment.
Dividends on such shares accruing between the date of payment and the date such
shares are redeemed by the Trusts will be paid to the broker-dealer. Program
participants should discuss these arrangements with their broker-dealer.
A Trust's net investment income for dividend purposes consists of all
interest accrued on portfolio assets, less all expenses of the Trust for such
period. Distributions from net realized gains on securities, if any, will be
paid at least once each year, and may be made more frequently in compliance with
the Internal Revenue Code and the Investment Company Act. Long-term capital
gains, if any, will be identified separately when tax information is
distributed. No Trust will make any distributions from net realized securities
gains unless capital loss carry forwards, if any, have been used or have
expired. Receipt of tax-exempt income must be reported on the taxpayer's Federal
income tax return. To effect its policy of maintaining a net asset value of
$1.00 per share, each Trust, under certain circumstances, may withhold dividends
or make distributions from capital or capital gains. The Statement of Additional
Information describes how dividends and distributions received by Direct
Shareholders of the Trusts may be reinvested in shares of any Eligible Fund at
net asset value.
Tax Status of Money Market Trust's and Government Trust's Dividends and
Distributions. Dividends paid by these Trusts derived from net investment income
or net short-term capital gains are taxable to shareholders as ordinary income,
whether received in cash or reinvested. If either Trust has net realized
long-term capital gains in a fiscal year, it may pay an annual "long-term
capital gains distribution," which will be so identified when paid and when tax
information is distributed. Long-term capital gains are taxable to shareholders
as long-term capital gains, whether received in cash or reinvested, regardless
of how long Trust shares have been held. Income from securities issued by the
U.S. Government may be exempt from income taxation by various states. The
Government Trust will advise shareholders of the percentage of its income earned
on federal obligations. Rules vary by state regarding the state taxability of
dividends paid by either Trust. You should consult your tax advisor to determine
proper tax treatment of dividends paid by the Trusts.
Tax Status of Tax Exempt Trust's Dividends and Distributions. This Trust intends
to qualify under the Internal Revenue Code during each fiscal year to pay
"exempt-interest dividends" to its shareholders and did so qualify during its
last fiscal year. Exempt-interest dividends which are derived from net
investment income earned by the Trust on Municipal Securities will be excludable
from gross income of shareholders for Federal income tax purposes. Net
investment income includes the allocation of amounts of income from the
Municipal Securities in the portfolio of the Trust which is excludable from
gross income for Federal individual income tax purposes, less expenses. Expenses
are accrued daily. This allocation will be made by the use of one designated
percentage applied uniformly to all income dividends made during the calendar
year. Such designation will normally be made following the end of each fiscal
year as to income dividends paid in the prior year. The percentage of income
designated as tax-exempt may substantially differ from the percentage of the
Trust's income that was tax-exempt for a given period. Although from time to
time a portion of the exempt-interest dividends paid by the Trust may be an item
of tax preference for shareholders subject to the alternative minimum tax, all
of the dividends (excluding distributions) paid by the Trust during the calendar
year ended December 31, 1996 were exempt from Federal income taxes. The net
amount of any income on Municipal Securities subject to the alternative minimum
tax will be identified when tax information is distributed by the Trust. The
Trust will report annually to shareholders the percentage of interest income it
received during the preceding year on Municipal Securities. Receipt of
tax-exempt income must be reported on the taxpayer's Federal income tax return.
Shareholders receiving Social Security benefits should be aware that
exempt-interest dividends are a factor in determining whether such benefits are
subject to Federal income tax.
A Trust shareholder treats a dividend as a receipt of ordinary income
(whether paid in cash or reinvested in additional shares) if derived from net
interest income earned by the Trust from one or more of: (i) certain taxable
temporary investments (such as certificates of deposit, commercial paper,
obligations of the U.S. government, its agencies or instrumentalities, and
repurchase agreements), (ii) income from securities loans, or (iii) an excess of
net short-term capital gains over net long-term capital losses. Additionally,
all or a portion of the Trust's exempt-interest dividends may be a component of
the "adjusted current earnings" preference item under the Federal corporate
alternative minimum tax.
Under the Internal Revenue Code, interest on loans to purchase shares of
the Trust may not be deducted for Federal tax purposes. In addition, under rules
used by the Internal Revenue Service for determining when borrowed funds are
deemed used for the purpose of purchasing or carrying particular assets, the
purchase of shares of the Trust may be considered to have been made with
borrowed funds even though the borrowed funds are not directly traceable to the
purchase of shares. Furthermore, under Section 147(a) of the Internal Revenue
Code, persons who are "substantial users" (or persons related thereto) of
facilities financed by industrial development bonds or Private Activity
Municipal Securities should refer to "Private Activity Municipal Securities" in
the Statement of Additional Information of Tax Exempt Trust and should consult
their own tax advisors before purchasing shares. No investigation as to the
users of the facilities financed by such bonds is made by the Tax Exempt Trust.
Tax Status of the Trusts. If a 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 dividends and distributions. Each Trust
qualified during its last fiscal year and intends to qualify in the current and
future fiscal years, while reserving the right not to qualify. However, the
Internal Revenue Code contains a number of complex tests relating to such
qualification that a Trust might not meet in any particular year. If a Trust
does not qualify, it would be treated for Federal tax purposes as an ordinary
corporation and receive no tax deduction for payments made to shareholders. Tax
Exempt Trust would then be unable to pay "exempt-interest dividends" as
discussed before. Dividends paid by any Trust will not be eligible for the
dividends-received deduction for corporations. For information as to "backup"
withholding on taxable dividends, see "How to Sell Shares," above.
A-1
<PAGE>
No dealer, broker, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus or Statement of Additional Information, and if given or made
such information and representations must not be relied upon as having been
authorized by the respective Trust, the Manager, the Distributor or any
affiliate thereof. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such offer in such state.
Investment Advisor and Distributor
Centennial Asset Management Corporation
6803 South Tucson Way
Englewood, Colorado 80112
Sub-Distributor
OppenheimerFunds Distributor, Inc.
PO Box 5254
Denver, Colorado 80217
Transfer Agent and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
1-800-525-9310 Centennial
Government Trust
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue Prospectus
New York, New York 10043
Independent Auditors Dated October 1, 1997
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202
A-2
<PAGE>
Centennial Government Trust
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-9310
Statement of Additional Information dated October 1, 1997
This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Trust and supplements
information in the Prospectus dated October 1, 1997. It should be read together
with the Prospectus which may be obtained by writing to the Trust's Transfer
Agent, Shareholder Services, Inc. at P.O. Box 5143, Denver, Colorado 80217-5143
or by calling the Transfer Agent at the toll-free number shown above.
Contents Page
Investment Objective and Policies.............................................
Other Investment Restrictions.................................................
Appendix
Trustees and Officers.........................................................
Investment Management Services................................................
Service Plan..................................................................
Purchase, Redemption and Pricing of Shares....................................
Exchange of Shares............................................................
Yield Information.............................................................
Additional Information........................................................
Financial Information About the Trust
Independent Auditors' Report..................................................
Financial Statements..........................................................
Exhibits
Exhibit A: Description of Securities Ratings................................
Exhibit B: Industry Classifications.........................................
Exhibit C: Automatic Withdrawal Plan Provisions.............................
<PAGE>
Investment Objective and Policies
Investment Policies and Strategies. The investment objectives and policies of
the Trust are described in the Prospectus. Set forth below is supplemental
information about those policies. Certain capitalized terms used in this
Statement of Additional Information are defined in the Prospectus.
The Trust will not make investments with the objective of seeking capital
growth. However, the value of the securities held by the Trust may be affected
by changes in general interest rates. Because the current value of debt
securities varies inversely with changes in prevailing interest rates, if
interest rates increase after a security is purchased, that security would
normally decline in value. Conversely, should interest rates decrease after a
security is purchased, its value would rise. However, those fluctuations in
value will not generally result in realized gains or losses to the Trust since
the Trust does not usually intend to dispose of securities prior to their
maturity. A debt security held to maturity is redeemable by its issuer at full
principal value plus accrued interest. To a limited degree, the Trust may engage
in short-term trading to attempt to take advantage of short-term market
variations, or may dispose of a portfolio security prior to its maturity if, on
the basis of a revised credit evaluation of the issuer or other considerations,
the Trust believes such disposition advisable or needs to generate cash to
satisfy redemptions. In such cases, the Trust may realize a capital gain or
loss.
Repurchase Agreements. In a repurchase transaction, the Trust acquires a
security from, and simultaneously resells it to, an approved vendor (a U.S.
commercial bank or the U.S. branch of a foreign bank having total domestic
assets of at least $1 billion or a broker-dealer with a net capital of at least
$50 million and which has been designated a primary dealer in government
securities). The resale price exceeds the purchase price by an amount that
reflects an agreed-upon interest rate effective for the period during which the
repurchase agreement is in effect. The majority of these transactions run from
day to day, and delivery pursuant to resale typically will occur within one to
five days of the purchase. Repurchase agreements are considered "loans" under
the Investment Company Act, collateralized by the underlying security. The
Trust's repurchase agreements require that at all times while the repurchase
agreement is in effect, the value of the collateral must equal or exceed the
repurchase price to fully collateralize the repayment obligation. Additionally,
the Manager will impose creditworthiness requirements to confirm that the vendor
is financially sound, and will continuously monitor the collateral's value.
Loans of Portfolio Securities. To attempt to increase its income for liquidity
purposes, the Trust may lend its portfolio securities to qualified borrowers
(other than in repurchase transactions) if the loan is collateralized in
accordance with applicable regulatory requirements, and if, after any loan, the
value of the securities loaned does not exceed 25% of the value of the Trust's
total assets. The Trust will not enter into any securities lending agreements
having a duration of greater than one year. Any securities received as
collateral for a loan must mature in twelve months or less. The Trust presently
does not intend that the value of securities loaned will exceed 5% of the value
of the Trust's net assets in the coming year.
Under applicable regulatory requirements (which are subject to change), the
loan collateral
-2-
<PAGE>
must, on each business day, at least equal the market value of the loaned
securities and must consist of cash, bank letters of credit or U.S. Government
Securities or other cash equivalents which the Fund is permitted to purchase. To
be acceptable as collateral, letters of credit must obligate a bank to pay
amounts demanded by the Trust if the demand meets the terms of the letter. The
Trust receives an amount equal to the dividends or interest on loaned securities
and also receives one or more of (a) negotiated loan fees, (b) interest on
securities used as collateral, or (c) interest on short-term debt securities
purchased with such loan collateral; either type of interest may be shared with
the borrower. The Trust may also pay reasonable finder's, custodian and
administrative fees and will not lend its portfolio securities to any officer,
trustee, employee or affiliate of the Trust or the Manager. The terms of the
Trust's loans must meet applicable tests under the Internal Revenue Code and
permit the Trust to reacquire loaned securities on five days' notice or in time
to vote on any important matter.
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, and is adjusted
automatically each time such market rate is adjusted. The interest rate on a
variable rate obligation is also based on a stated prevailing market rate and is
adjusted automatically at a specified interval of no more than one year. Some
variable rate or floating rate obligations in which the Trust may invest have a
demand feature entitling the holder to demand payment at an amount approximately
equal to amortized cost or the principal amount thereof plus accrued interest at
any time, or at specified intervals not exceeding one year. These notes may or
may not be backed by bank letters of credit. Variable rate demand notes may
include master demand notes. The Manager, on behalf of the Trust, will consider
on an ongoing basis the creditworthiness of the issuers of the floating and
variable rate obligations in the Trust's portfolio. Generally, the changes in
the interest rate on such securities reduce the fluctuation in their market
value. 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. Floating rate or variable rate obligations which do
not provide for recovery of principal and interest within seven days may be
subject to the limitations applicable to illiquid securities described in
"Investment Objective and Policies - Illiquid and Restricted Securities" in the
Prospectus.
Master Demand Notes. A master demand note is a corporate obligation that permits
the investment of fluctuating amounts by the Trust at varying rates of interest
pursuant to direct arrangements between the Trust, as lender, and the corporate
borrower that issues the note. These notes permit daily changes in the amounts
borrowed. The Trust has the right to increase the amount under the note at any
time up to the full amount provided by the note agreement, or to decrease the
amount, and the borrower may repay up to the full amount of the note at any time
without penalty. Because variable amount master demand notes are direct lending
arrangements between the lender and the borrower, it is not generally
contemplated that such instruments will be traded. There is no secondary market
for these notes, although they are redeemable and thus immediately repayable by
the borrower at face value, plus accrued interest, at any time. Accordingly, the
Trust's right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. In evaluating the master demand arrangements,
the Manager considers the earning power, cash flow,
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<PAGE>
and other liquidity ratios of the issuer. Master demand notes are not typically
rated by credit rating agencies. If they are not rated, the Trust may invest in
them only if, at the time of an investment, they are Eligible Securities. The
Manager will continuously monitor the borrower's financial ability to meet all
of its obligations because the Trust's liquidity might be impaired if the
borrower were unable to pay principal and interest on demand.
Ratings of Securities. The Prospectus describes "Eligible Securities" in which
the Trust may invest and indicates that if a security's rating is downgraded,
the Manager and/or the Board may have to reassess the security's credit risks.
If a security has ceased to be a First Tier Security, Centennial Asset
Management Corporation (the "Manager") will promptly reassess whether the
security continues to present "minimal credit risks." If the Manager becomes
aware that any Rating Organization has downgraded its rating of a Second Tier
Security or rated an unrated security below its second highest rating category,
the Trust's Board of Trustees shall promptly reassess whether the security
presents minimal credit risks and whether it is in the best interests of the
Trust to dispose of it. If a security is in default, or ceases to be an Eligible
Security, or is determined no longer to present minimal credit risks, the Board
must determine whether it would be in the best interests of the Trust to dispose
of the security. In each of the foregoing instances, Board action is not
required if the Trust disposes of the security within five days of the Manager
learning of the downgrade, in which event the Manager will provide the Board
with subsequent notice of such downgrade. The Rating Organizations currently
designated as such by the Securities and Exchange Commission ("SEC") are
Standard & Poor's Corporation, Moody's Investors Service, Inc., Fitch Investors
Services, Inc., Duff and Phelps, Inc., IBCA Limited and its affiliate, IBCA,
Inc., and Thomson BankWatch, Inc. A description of the ratings categories of
those Rating Organizations is contained in Exhibit A.
Other Investment Restrictions
The Trust's most significant investment restrictions are described in the
Prospectus. The following investment restrictions are also fundamental policies
of the Trust, and together with the fundamental policies and restrictions
described in the Prospectus, cannot be changed without the vote of a majority of
the Trust's outstanding shares. Under the Investment Company Act, such a
majority vote is defined as the vote of the holders of the lesser of: (i) 67% or
more of the shares present or represented by proxy at a shareholder's meeting,
if the holders of more than 50% of the outstanding shares are present or
represented by proxy, or (ii) more than 50% of the outstanding shares. Under
these additional restrictions, the Trust cannot:
o invest in commodities or commodity contracts or invest in interests in
oil, gas or other mineral exploration or development programs;
o invest in real estate;
o purchase securities on margin or make short sales of securities;
o invest in or hold securities of any issuer if those officers and
Trustees of the Trust or its advisor who beneficially own individually more than
0.5% of the securities of such issuer
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<PAGE>
together own more than 5% of the securities of such issuer;
o underwrite securities of other companies; or
o invest in securities of other investment companies, except as they may
be acquired as part of a merger, consolidation or acquisition of assets.
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, and 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 the purposes of the Trust's policy not
to concentrate in securities of issuers as described in the investment
restrictions listed in the Prospectus, the Trust has adopted the industry
classifications set forth in Exhibit B to this Statement of Additional
Information. This is not a fundamental policy.
-5-
<PAGE>
APPENDIX
This Appendix is part of the Statement of Additional Information of Centennial
Money Market Trust ("Money Market Trust"), Centennial Tax Exempt Trust ("Tax
Exempt Trust") and Centennial Government Trust ("Government Trust"), each of
which is referred to in this Appendix individually as a "Trust" and collectively
are referred to as the "Trusts." Unless otherwise indicated, the information in
this Appendix applies to each Trust.
Trustees and Officers
The Trustees and officers of the Trusts and their principal business
affiliations and occupations during the past five years are listed below. Sam
Freedman became a Trustee on June 27, 1996. All Trustees are trustees of each of
the Trusts. The Trustees are also trustees, directors, or managing general
partners of Centennial America Fund, L.P., Centennial California Tax Exempt
Trust, Centennial New York Tax Exempt Trust, Daily Cash Accumulation Fund, Inc.,
Oppenheimer Cash Reserves, Oppenheimer Champion Income Fund, Oppenheimer Equity
Income Fund, Oppenheimer High Yield Fund, Oppenheimer Integrity Funds,
Oppenheimer International Bond Fund, Oppenheimer Limited-Term Government Fund,
Oppenheimer Main Street Funds, Inc., Oppenheimer Municipal Fund, Oppenheimer
Real Asset Fund, Oppenheimer Strategic Income Fund, Oppenheimer Total Return
Fund, Inc., Oppenheimer Variable Account Funds, Panorama Series Fund, Inc. and
The New York Tax Exempt Income Fund, Inc. (all of the foregoing funds are
collectively referred to as the "Denver Oppenheimer funds") except for Ms.
Macaskill, who is a Trustee, Director or Managing Partner of all the
Denver-based Oppenheimer funds except Oppenheimer Integrity Funds, Oppenheimer
Strategic Income Fund, Oppenheimer Variable Account Funds and Panorama Series
Fund Inc. Mr. Fossel is not a trustee of Centennial New York Tax Exempt Trust
and he is not a Managing General Partner of Centennial America Fund, L.P. Ms.
Macaskill is President and Mr. Swain is Chairman and Chief Executive Officer of
the Denver Oppenheimer funds. All of the officers except Mr. Carbuto, Ms. Wolf,
Mr. Zimmer and Ms. Warmack hold similar positions with each of the Denver
Oppenheimer funds. As of September 8, 1997, the Trustees and officers of the
Trust in the aggregate owned less than 1% of the outstanding shares of any
Trust. This does not reflect ownership of shares held of record by an employee
benefit plan for employees of OppenheimerFunds, Inc., the parent of the Manager
(for which two of the officers listed below, Ms. Macaskill and Mr. Donohue, are
trustees) other than the shares beneficially owned under that plan by the
officers of the funds listed above.
ROBERT G. AVIS, Trustee*; Age 66
One North Jefferson Avenue, St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G. Edwards,
Inc. (its parent holding company); Chairman of A.G.E. Asset Management and A.G.
Edwards Trust Company (its affiliated investment advisor and trust company,
respectively).
WILLIAM A. BAKER, Trustee; Age 82
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.
A-6
<PAGE>
CHARLES CONRAD, JR., Trustee; Age 67
1501 Quail Street, Newport Beach, California 92660
Chairman and Chief Executive Officer of Universal Space Lines, Inc. (A space
services management company); formerly, Vice President of McDonnell Douglas
SpaceCo. ands associated with National Aeronautics and Space Administration.
JON S. FOSSEL, Trustee; Age 55
Box 44 Mead Street, Waccabuc, New York 10597
Member of the Board of Governors of the Investment Company Institute (a national
trade association of investment companies), Chairman of the Investment Company
Institute Education Foundation; Formerly Chairman and a director of
OppenheimerFunds, Inc. ("OFI"), the immediate parent of Centennial Asset
Management Corporation ("Manager"); formerly President and a director of
Oppenheimer Acquisition Corp.("OAC"), OFI's parent holding company; formerly a
director of Shareholder Services, Inc. ("SSI") and Shareholder Financial
Services, Inc. ("SFSI"), transfer agent subsidiaries of OFI.
SAM FREEDMAN, Trustee; Age 56
4975 Lakeshore Drive, Littleton, Colorado 80123
Formerly Chairman and Chief Executive Officer of OppenheimerFunds Services (a
transfer agent); Formerly Chairman, Chief Executive Officer and a director of
SSI; Formerly Chairman, Chief Executive Officer and director of SFSI; Vice
President and a director of OAC and a director of OFI.
RAYMOND J. KALINOWSKI, Trustee; Age 68
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc.(a computer products training
company), formerly Vice Chairman and a director of A.G. Edwards, Inc., parent
holding company of A.G. Edwards & Sons, Inc. (a broker-dealer), of which he was
a Senior Vice President.
C. HOWARD KAST, Trustee; Age 75
2552 E. Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).
ROBERT M. KIRCHNER, Trustee; Age 75
7500 East Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
BRIDGET A. MACASKILL, President and Trustee*; Age 49
Two World Trade Center, New York, New York 10048-0203
President, Chief Executive Officer and a director of OFI and HarboManagementet
Corporation ("HarbourView"), a subsidiary of OFI; Chairman and a director of SSI
and SFSI; President and a director of OAC and Oppenheimer Partnership Holdings
Inc., a holding company subsidiary of OFI; a director of Oppenheimer Real Asset
Management, Inc. ("Real Asset"); formerly an Executive Vice President of OFI.
A-7
<PAGE>
NED M. STEEL, Trustee; Age 82
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; a director of Visiting Nurse
Corporation of Colorado; formerly Senior Vice President and a director of the
Van Gilder Insurance Corp. (insurance brokers).
JAMES C. SWAIN, Chairman, Chief Executive Officer and Trustee*; Age 63
6803 South Tucson Way, Englewood, Colorado 80112
Vice Chairman of OFI; formerly President and a director of the Manager, and
formerly Chairman of the Board of SSI.
MICHAEL A. CARBUTO, Vice President and Portfolio Manager of Tax Exempt Trust;
Age 42
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager and OFI; an officer of other Oppenheimer funds.
DOROTHY WARMACK, Vice President and Portfolio Manager of Money Market Trust and
Government Trust; Age 61
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager and OFI; an officer of other Oppenheimer funds.
CAROL E. WOLF, Vice President and Portfolio Manager of Money Market Trust and
Government Trust; Age 46
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager and OFI; an officer of other Oppenheimer funds.
ARTHUR J. ZIMMER, Vice President and Portfolio Manager of Money Market Trust and
Government Trust; Age 51
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager and OFI; an officer of other Oppenheimer funds.
ANDREW J. DONOHUE, Vice President and Secretary; Age 47
Two World Trade Center, New York, New York 10048-0203
Executive Vice President, General Counsel and a director of OFI and
OppenheimerFunds Distributor, Inc. ("OFDI") Harbour View, SSI, SFSI, Oppenheimer
Partnership Holdings Inc. and MultiSource Services, Inc. (a broker-dealer);
President and a director of the Manager; President and a director of Real Asset;
Secretary and General Counsel of OAC; an officer of other Oppenheimer funds.
GEORGE C. BOWEN, Vice President, Treasurer and Assistant Secretary; Age 61
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer of OFI; Vice President and Treasurer of OFDI
and HarbourView; Senior Vice President, Treasurer Assistant Secretary and a
director of the Manager; President, Treasurer and a director of Centennial
Capital Corporation; Senior Vice President, Treasurer and Secretary of SSI; Vice
President, Treasurer and Secretary of SFSI; Treasurer of OAC; Treasurer of
Oppenheimer Partnership Holdings, Inc.; Vice President and Treasurer of Real
Asset;
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<PAGE>
Chief Executive Officer, Treasurer and a director of MultiSource Services, Inc.;
an officer of other Oppenheimer funds.
ROBERT G. ZACK, Assistant Secretary; Age 49
Two World Trade Center, New York, New York 10048-0203
Senior Vice President and Associate General Counsel of OFI; Assistant Secretary
of SSI and SFSI; an officer of other Oppenheimer funds.
ROBERT J. BISHOP, Assistant Treasurer; Age 38
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the OFI/Mutual Fund Accounting; an officer of other
Oppenheimer funds; formerly a Fund Controller for OFI.
SCOTT T. FARRAR, Assistant Treasurer; Age 32
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of OFI/Mutual Fund Accounting; an officer of other Oppenheimer
funds; formerly a Fund Controller for OFI.
- ----------------------
* A Trustee who is an "interested person" of the Trusts as defined in the
Investment Company Act.
Remuneration of Trustees. The officers of the Trusts and certain Trustees of the
Trusts (Ms. Macaskill and Mr. Swain) who are affiliated with the Manager receive
no salary or fee from the Trusts. Mr. Fossel did not receive any salary or fees
from the Trusts prior to January 1, 1997. The remaining Trustees of the Trusts
received the compensation shown below. Mr. Freedman became a Trustee on June 27,
1996 and received no compensation from the Trusts before that date. The
compensation from the Trusts was paid during its fiscal year ended June 30,
1997. The compensation from all of the Denver-based Oppenheimer funds include
the Trusts and is compensation received as a director, trustee, managing general
partner or member of a committee of the Board during the calendar year 1996.
<TABLE>
<CAPTION>
Aggregate Aggregate Aggregate Total
Compensation Compensation Compensation Compensation
from the from the from the from all
Money Market Tax Exempt Government Denver-based
Name and Position Trust Trust Trust Oppenheimer funds(1)
<S> <C> <C> <C> <C>
Robert G. Avis $4,578 $2,516 $1,888 $58,003
Trustee
William A. Baker $6,290 $3,226 $2,594 $79,715
Audit and Review
Committee Ex-Officio
Member (2) and Trustee
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<PAGE>
Charles Conrad, Jr. $5,896 $3,024 $2,432 $74,717
Trustee(3)
Jon S. Fossel $2,125 $1,090 $ 876 None
Trustee
Sam Freedman $3,373 $1,7290 $1,391 $29,502
Audit and Review
Committee Member(2)
and Trustee
Raymond J. Kalinowski $5,626 $2,885 $2,320 $74,173
Audit and Review
Committee Member(2)
and Trustee
C. Howard Kast $5,874 $3,012 $2,422 $74,173
Audit and Review
Committee Chairman(2)
and Trustee
Robert M. Kirchner $5,897 $3,024 $2,432 $74,717
Trustee(3)
Ned M. Steel $4,578 $2,348 $1,888 $58,003
Trustee
</TABLE>
(1) For the 1996 calendar year.
(2) Committee positions effective July 1, 1997
(3) Prior to July 1, 1997, Messrs. Conrad and Kirchner were also members of the
Audit And Review Committee.
Deferred Compensation Plan. The Board of Trustees has 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 receive from the Fund. 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
the Plan will be vary based upon the performance of the selected funds. Deferral
of Trustees' fees under the Plan does not affect the amounts paid to the Trustee
by the Fund and will not materially affect the Fund's assets, liabilities and
net income per share. The Plan will not obligate the Fund to retain the services
of any Trustee or to pay any particular level of compensation to the Trustee.
Pursuant to an Order issued by the Securities and Exchange Commission, the Fund
may invest in the funds selected by the Trustee under the Plan without
shareholder approval.
Major Shareholders. As of September 8, 1997, A.G. Edwards & Sons, Inc. ("A.G.
Edwards"), 1 North Jefferson Avenue, St. Louis, MO 63103 was the record owner of
9,596,900,481.40 shares of
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<PAGE>
Money Market Trust, 1,817,332,367.93 shares of Tax Exempt Trust and
1,081,190,679 shares of Government Trust (approximately 98.83%, 98.35% and
96.92% of outstanding shares, respectively, of these Trusts). A.G. Edwards has
advised the Trusts that all such shares are held for the benefit of brokerage
clients and that no such client owned beneficially 5% or more of the outstanding
shares of any of the Trusts.
Investment Management Services
The Manager is wholly-owned by OFI, which is a wholly-owned subsidiary of
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. OAC is owned by certain of OFI's
directors and officers, some of whom may serve as officers of the Trust, and two
of whom (Mr. Swain and Ms. Macaskill) serve as Trustees of the Trust.
The management fee is payable monthly to the Manager under the terms of
the investment advisory agreements between the Manager and each Trust
(collectively, the "Agreements"), and is computed on the aggregate net assets of
the respective Trust as of the close of business each day. The management fees
paid to the Manager by the Trusts during their last three fiscal periods were as
follows: (a) $12,657,193, $21,572,513 and $32,755,568 paid for the fiscal years
ended June 30, 1995, 1996 and 1997, respectively, of Money Market Trust; (b)
$5,050,991, $6,380,737 and $6,858,451 paid for the fiscal years ended June 30,
1995, 1996 and 1997, respectively, of Tax Exempt Trust; and (c) $3,414,212,
$4,468,617 and $4,743,430 paid for the fiscal years ended June 30, 1995, 1996
and 1997, respectively, of Government Trust.
The Agreements require the Manager, at its expense, to provide the Trusts
with adequate office space, facilities and equipment, and to provide and
supervise the activities of all administrative and clerical personnel required
to provide effective administration for the Trusts, including the compilation
and maintenance of records with respect to operations, the preparation and
filing of specified reports, and the composition of proxy materials and
registration statements for continuous public sale of shares of the Trusts.
Expenses not expressly assumed by the Manager under the Agreements or as
Distributor of the shares of the Trusts, are paid by the Trusts. The Agreements
list examples of expenses paid by the Trusts, the major categories of which
relate to interest, taxes, certain insurance premiums, fees to unaffiliated
Trustees, legal, bookkeeping and audit expenses, brokerage, custodian and
transfer agent expenses, share issuance costs, certain printing costs (excluding
the cost of printing prospectuses for sales materials) and registration fees,
and non-recurring expenses, including litigation. The Agreements permit the
Manager to act as investment advisor for any other person, firm or corporation.
Under its Agreements with the Money Market Trust and the Government Trust,
respectively, the Manager has agreed to reimburse each Trust to the extent that
the Trust's total expenses (including the management fee but excluding interest,
taxes, brokerage commissions, and extraordinary expenses such as litigation
costs) exceed in any fiscal year the lesser of: (i) 1.5% of average annual net
assets of the Trust up to $30 million plus 1% of the average annual net assets
in excess of $30 million or; (ii) 25% of the total annual investment income of
the Trust.
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<PAGE>
Independently of the Money Market Trust's Agreement, the Manager has
voluntarily agreed to waive a portion of the management fee otherwise payable to
it by the Money Market Trust as described in the Prospectus under "The Manager
and Its Affiliates - Fees and Expenses". For fiscal year ended June 30, 1995,
June 30, 1996 and June 30, 1997, the reimbursements by the Manager to Money
Market Trust were $0, $0 and $4,890,123, respectively.
Under its Agreement with Tax Exempt Trust, when the value of the Fund's
net assets is less than $1.5 billion, the annual fee payable to the Manager is
reduced by $100,000 based on the average net assets computed daily and paid
monthly at the annual rates, but in no event shall the annual fee be less than
$0. This contractual provision resulted in a reduction of the fee which would
otherwise have been payable to the Manager during the fiscal years ended June
30, 1995, 1996 and 1997, respectively, in the following amounts: $100,000,
$19,945 and $100,000.
In addition, under its Agreement with Tax Exempt Trust, the Manager has
agreed to assume that Trust's expenses to the extent that the total expenses (as
described above) of the Trust exceed the most stringent limits prescribed by any
state in which the Trust's shares are offered for sale. The payment of the
management fee at the end of any month will be reduced so that at no time will
there be any accrued but unpaid liabilities under any of these expense
assumptions. No reimbursement or assumption was necessary by the Manager to
Government Trust during its three most recent fiscal years. As a result of
changes in federal securities laws which have effectively pre-empted state
expense limitations, the contractual commitment relating to such reimbursements
is no longer relevant.
The Tax Exempt Trust Agreement provides that the Manager assumes no
responsibility under the Agreement other than that which is imposed by law, and
shall not be responsible for any action of the Board of Trustees of the Trust in
following or declining to follow any advice or recommendations of the Manager.
The Agreement provides that the Manager shall not be liable for any error of
judgment or mistake of law, or for any loss suffered by the Trust in connection
with matters to which the Agreement relates, except a loss resulting by reason
of the Manager's willful misfeasance, bad faith or gross negligence in the
performance of its duties, or its reckless disregard of its obligations and
duties under the Agreement.
The Agreements of Money Market Trust and Government Trust provide that the
Manager shall not be liable for any loss sustained by reason of the adoption of
an investment policy or the purchase, sale or retention of any security on its
recommendation, whether or not such recommendation shall have been based upon
its own investigation and research or upon investigation and research made by
any other individual, firm or corporation, if such recommendation shall have
been made and such other individual, firm or corporation shall have been
selected with due care and in good faith, provided that nothing in the
Agreements shall be construed to protect the Manager against any liability to
such Trusts or their shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under such Agreements.
Portfolio Transactions. Portfolio decisions are based upon the recommendations
and judgment of the Manager subject to the overall authority of the Board of
Trustees. As most purchases made by
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<PAGE>
the Trust are principal transactions at net prices, the Trust incurs little or
no brokerage costs. Purchases of portfolio securities from underwriters include
a commission or concession paid by the issuer to the underwriter, and purchases
from dealers include a spread between the bid and asked prices. The Trust's
policy of investing in short-term debt securities with maturities of less than
one year results in high portfolio turnover. However, since brokerage
commissions, if any, are small and securities are usually held to maturity, high
turnover does not have an appreciable adverse effect upon the net asset value or
income of the Trust in periods of stable or declining rates, and may have a
positive effect in periods of rising interest rates.
The Trust seeks to obtain prompt and reliable execution of orders at the
most favorable net price. If brokers are used for portfolio transactions,
transactions are directed to brokers furnishing execution and research services.
The research services provided by a particular broker may be useful only to one
or more of the advisory accounts of the Manager and its affiliates, and
investment research received for the commissions of those other accounts may be
useful both to the Trust and one or more of such other accounts. Such research,
which may be supplied by a third party at the instance of a broker, includes
information and analyses on particular companies and industries as well as
market or economic trends and portfolio strategy, receipt of market quotations
for portfolio evaluations, information systems, computer hardware and similar
products and services. If a research service also assists the Manager in a
non-research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the Manager in
the investment decision-making process may be paid for in commission dollars.
The research services provided by brokers broaden the scope and supplement
the research activities of the Manager to make available additional views for
consideration and comparisons, and to enable the Manager to obtain market
information for the valuation of securities held in the Trust's portfolio or
being considered for purchase. In the rare instances where the Trust pays
commissions for research, the Board of Trustees, including the independent
Trustees of the Trust, will review information furnished by the Manager as to
the commissions paid to brokers furnishing such services in an effort to
ascertain that the amount of such commissions was reasonably related to the
value or the benefit of such services. The Trust does not direct the handling of
purchases or sales of portfolio securities, whether on a principal or agency
basis, to brokers for selling shares of the Trust. No portfolio transactions are
handled by brokers which are affiliated with the Trust or the Manager if that
broker is acting as principal.
Service Plan
Each Trust has adopted a Service Plan (the "Plan") under Rule 12b-1 of the
Investment Company Act, pursuant to which the Trust will reimburse the
Distributor for a portion of its costs incurred in connection with the services
rendered to the Trust, as described in the Prospectus. Each Plan has been
approved: (i) by a vote of the Board of Trustees of the Trust, including a
majority of the "Independent Trustees" (those Trustees of the Trust who are not
"interested persons," as defined in the Investment Company Act, and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements relating to the Plan) cast in person at a meeting called for the
purpose of voting on the Plan; and (ii) by the vote of the holders of a
"majority of the outstanding voting securities " (as defined under the
Investment Company Act) of that Trust's outstanding voting
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<PAGE>
securities. In approving each Plan, the Board determined that it is likely each
Plan will benefit the shareholders of that Trust.
The Distributor has entered into Supplemental Distribution Assistance
Agreements ("Supplemental Agreements") under the Plan with selected dealers
distributing shares of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial New York Tax Exempt Trust
and Oppenheimer Cash Reserves. Quarterly payments by the Distributor, which are
not a Trust expense, for distribution-related services will range from 0.10% to
0.30%, annually, of the average net asset value of shares of these funds owned
during the quarter beneficially or of record by the dealer or its customers.
However, no payment shall be made to any dealer for any quarter during which the
average net asset value of shares of such funds owned during that quarter by the
dealer or its customers is less than $5 million. Payments made pursuant to
Supplemental Agreements are not a fund expense, but are made by the Distributor
out of its own resources or out of the resources of the Manager which may
include profits derived from the advisory fee it receives from each such fund.
No such supplemental payments will be paid to any dealer which is an "affiliate"
(as defined in the Investment Company Act) of the Distributor.
Each Plan, unless terminated as described below, shall continue in effect
from year to year but only so long as such continuance is specifically approved
at least annually by each Trust's Board of Trustees, including its Independent
Trustees, by a vote cast in person at a meeting called for that purpose. The
Supplemental Agreements are subject to the same renewal requirement. A Plan and
the Supplemental Agreements may be terminated at any time by the vote of a
majority of the Trust's Independent Trustees or by the vote of the holders of a
"majority of the outstanding voting securities" (as defined in the Investment
Company Act) of the Trust's outstanding voting securities. The Supplemental
Agreements will automatically terminate in the event of their "assignment" (as
defined in the Investment Company Act), and each may be terminated by the
Distributor: (i) in the event a Trust amends its Plan, or (ii) if the net asset
value of shares of the funds covered by the Supplemental Agreements held by the
dealer or its customers is less than $5 million for two or more consecutive
quarters. A dealer may terminate a Supplemental Agreement at any time upon
giving 30 days' notice. Each Plan may not be amended to increase materially the
amount of payments to be made unless such amendment is approved by the
shareholders of that Trust. All material amendments must be approved by the
Independent Trustees.
Under each Plan, no payment will be made to any Recipient in any quarter
if the aggregate net asset value of all Trust shares held by the Recipient for
itself and its customers did not exceed a minimum amount, if any, that may be
determined from time to time by a majority of the Trust's Independent Trustees.
The Board of Trustees has set the fee at the maximum rate and set no minimum
amount. The Plans permit the Distributor and the Manager to make additional
distribution payments to Recipients from their own resources (including profits
from advisory fees) at no cost to a Trust. The Distributor and the Manager may,
in their sole discretion, increase or decrease the amount of distribution
assistance payments they make to Recipients from their own assets.
Each Recipient who is to receive distribution payments for any month or
quarter is required to certify in writing that the aggregate payments to be
received from the applicable Trust during that month or quarter do not exceed
the Recipient's administrative and sales related costs in rendering
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<PAGE>
distribution assistance during the month or quarter, and will reimburse the
Trust for any excess.
For each Trust's fiscal year ended June 30, 1997, payments to the
Distributor under its Plan totaled $16,003,021, $3,177,577 and $2,060,666 for
Money Market Trust, Tax Exempt Trust and Government Trust, respectively, of
which $-0-, $3,109,499 and $-0- was paid by Money Market Trust, Tax Exempt Trust
and Government Trust, respectively, to an affiliate of the Distributor, as a
Recipient. Payments received by the Distributor under the Plans will not be used
to pay any interest expense, carrying charge, or other financial costs, or
allocation of overhead by the Distributor. Any unreimbursed expenses incurred
for any fiscal quarter by the Distributor may not be recovered under that Plan
in subsequent fiscal quarters.
While the Plan is in effect, the Treasurer of each Trust shall provide a
report to the Board of Trustees in writing at least quarterly on the amount of
all payments made pursuant to the Plan, the identity of each Recipient that
received any such payment, and the purposes for which the payments were made.
The Plan further provides that while it is in effect, the election and
nomination of those Trustees of a Trust who are not "interested persons" of the
Trust is committed to the discretion of the Independent Trustees. This does not
prevent the involvement of others in such selection and nomination if the final
decision on any such selection or nomination is approved by a majority of the
Independent Trustees.
Purchase, Redemption and Pricing of Shares
Determination of Net Asset Value Per Share. The net asset value of each Trust's
shares is determined twice each day as of 12:00 Noon and the close of The New
York Stock Exchange (the "Exchange") which is normally 4:00 P.M., but may be
earlier on some days, each day the Exchange is open (a "regular business day")
(all references to time mean New York time) by dividing that Trust's net assets
(the total value of the Trust's portfolio securities, cash and other assets less
all liabilities) by the total number of shares outstanding. The Exchange's most
recent annual holiday schedule states that it will close New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The Exchange may also close on other days.
Dealers other than Exchange members may conduct trading in Municipal Securities
on certain days on which the Exchange is closed (e.g., Good Friday), so that
securities of the same type held by Tax Exempt Trust may be traded, and its net
asset value per share may be affected significantly, on such days when
shareholders may not purchase or redeem shares.
Each Trust's Board of Trustees has established procedures for the
valuation of the Trust's securities which provide that money market debt
securities that had a maturity of less than 397 days when issued that have a
remaining maturity of 60 days or less are valued at cost, adjusted for
amortization of premiums and accretion of discounts; and securities (including
restricted securities) not having readily-available market quotations are valued
at fair value determined under the Board's procedures.
The Trusts will seek to maintain a net asset value of $1.00 per share for
purchases and redemptions. There can be no assurance that each Trust will do so.
Each Trust operates under Rule 2a-7 under which a Trust may use the amortized
cost method of valuing their shares. The amortized
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<PAGE>
cost method values a security initially at its cost and thereafter assumes a
constant amortization of any premium or accretion of any discount, regardless of
the impact of fluctuating interest rates on the market value of the security.
This method does not take into account unrealized capital gains or losses.
Each Trust's Board of Trustees has established procedures intended to
stabilize the Trust's net asset value at $1.00 per share. If a Trust's net asset
value per share were to deviate from $1.00 by more than 0.5%, Rule 2a-7 requires
the Board promptly to consider what action, if any, should be taken. If the
Trustees find that the extent of any such deviation may result in material
dilution or other unfair effects on shareholders, the Board will take whatever
steps it considers appropriate to eliminate or reduce such dilution or unfair
effects, including, without limitation, selling portfolio securities prior to
maturity, shortening the average portfolio maturity, withholding or reducing
dividends, reducing the outstanding number of Trust shares without monetary
consideration, or calculating net asset value per share by using available
market quotations.
As long as the Trust use Rule 2a-7, each Trust must abide by certain
conditions described in the Prospectus. Some of those conditions which relate to
portfolio management are that each Trust must: (i) maintain a dollar-weighted
average portfolio maturity not in excess of 90 days; (ii) limit its investments,
including repurchase agreements, to those instruments which are denominated in
U.S. dollars and which are rated in one of the two highest short-term rating
categories by at least two "nationally-recognized statistical rating
organizations" ("Rating Organizations") as defined in Rule 2a-7, or by one
Rating Organization if only one Rating Organization has rated the security; an
instrument that is not rated must be a comparable quality as determined by the
Manager under procedures approved by the Board; and (iii) not purchase any
instruments with a remaining maturity of more than 397 days. Under Rule 2a-7,
the maturity of an instrument is generally considered to be its stated maturity
(or in the case of an instrument called for redemption, the date on which the
redemption payment must be made), with special exceptions for certain variable
rate demand and floating rate instruments. Repurchase agreements and securities
loan agreements are, in general, treated as having a maturity equal to the
period scheduled until repurchase or return, or if subject to demand, equal to
the notice period.
While amortized cost method provides certainty in valuation, there may be
periods during which the value of an instrument, as determined by amortized
cost, is higher or lower than the price the Trust would receive if it sold the
instrument. During periods of declining interest rates, the daily yield on
shares of the Trust may tend to be lower (and net investment income and daily
dividends higher) than market prices or estimates of market prices for its
portfolio. Thus, if the use of amortized cost by the trusts resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in one of
the Trust would be able to obtain a somewhat higher yield than would result from
investment in a fund utilizing solely market values, and existing investors in
the Trusts would receive less investment income than if the Trust were priced at
market value. Conversely, during periods of rising interest rates, the daily
yield on Trust shares will tend to be higher and its aggregate value lower than
that of a portfolio priced at market value. A prospective investor would receive
a lower yield than from an investment in a portfolio priced at market value,
while existing investors in the Rust would receive more investment income than
if the Trust were priced at market value.
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<PAGE>
Redemptions. Each Trust's Board of Trustees has the right, in conformity with
the Trust's Declaration of Trust and applicable law, to cause the involuntary
redemption of the shares held in any account if the aggregate net asset value of
such shares is less than $500 or such lesser amount as the Board may decide.
Should the Board elect to exercise this right, it will establish the terms of
any notice of such redemption required to be provided to the shareholder under
the Investment Company Act, including any provision the Board may establish to
enable the shareholder to increase the amount of the investment to avoid
involuntary redemption.
Expedited Redemption Procedures. Under the Expedited Redemption Procedure
available to shareholders of the Trusts, as discussed in the Appendix to the
Prospectus, the wiring of redemption proceeds may be delayed if the Trust's
Custodian bank is not open for business on a day that the Trust would normally
authorize the wire to be made, which is usually the same day for redemptions
prior to 12:00 Noon, and the Trust's next regular business day for redemptions
between 12:00 Noon and the close of The New York Stock Exchange, which is
normally 4:00 P.M., but may be earlier on some days. In those circumstances, the
wire will not be transmitted until the next bank business day on which the Trust
is open for business, and no dividends will be paid on the proceeds of redeemed
shares waiting transfer by wire.
Dividend Reinvestment in Another Fund. Direct shareholders of the Trusts may
elect to reinvest all dividends and/or distributions in Class A shares of any of
the other funds listed below as "Eligible Funds" at net asset value without
sales charge. To elect this option, a shareholder must notify the Transfer Agent
in writing, and either must have an existing account in the fund selected for
reinvestment or must obtain a prospectus for that fund and an application from
the Transfer Agent to establish an account. The investment will be made at the
net asset value per share next determined on the payable date of the dividend or
distribution.
Exchange of Shares
Eligible Funds. As stated in the Prospectus, shares of the Trust may, under
certain circumstances, be exchanged by direct shareholders for Class A shares of
the following Oppenheimer funds ("Eligible Funds"):
Limited Term New York Municipal Fund
Oppenheimer Bond Fund
Oppenheimer Bond Fund for Growth
Oppenheimer California Municipal Fund
Oppenheimer Champion Income Fund
Oppenheimer Developing Markets Fund
Oppenheimer Disciplined Allocation Fund
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<PAGE>
Oppenheimer Disciplined Value Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Income Fund
Oppenheimer Florida Municipal Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Insured Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer LifeSpan Balanced Fund
Oppenheimer LifeSpan Growth Fund
Oppenheimer LifeSpan Income Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multiple Strategies Fund
Oppenheimer Municipal Bond Fund
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<PAGE>
Oppenheimer New Jersey Municipal Fund
Oppenheimer New York Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Growth & Income Value Fund
Oppenheimer Quest Officers Value Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Rochester Fund Municipals
The New York Tax-Exempt Income Fund, Inc.
the following "Money Market Funds":
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
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<PAGE>
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
Oppenheimer Cash Reserves
Oppenheimer Money Market Fund, Inc.
Yield Information
Each Trust's current yield is calculated for a seven-day period of time, in
accordance with regulations adopted under the Investment Company Act, as
follows: First, a base period return is calculated for the seven-day period by
determining the net change in the value of a hypothetical pre-existing account
having one share at the beginning of the seven-day period. The change includes
dividends declared on the original share and dividends declared on any shares
purchased with dividends on that share, but such dividends are adjusted to
exclude any realized or unrealized capital gains or losses affecting the
dividends declared. Next, the base period return is multiplied by 365/7 to
obtain the current yield to the nearest hundredth of one percent. The compounded
effective yield for a seven-day period is calculated by (a) adding 1 to the base
period return (obtained as described above), (b) raising the sum to a power
equal to 365 divided by 7 and (c) subtracting 1 from the result. For the seven
day period ended June 30, 1997, the "current yield" for each Money Market Trust,
Tax Exempt Trust and Government Trust was 5.04% 3.34% and 4.81%, respectively.
The seven-day compounded effective yield for that period was 5.17%, 3.40% and
4.93%, respectively.
The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. Since the calculation of yield under either
procedure described above does not take into consideration any realized or
unrealized gains or losses on each Trust's portfolio securities which may affect
dividends, the return on dividends declared during a period may not be the same
on an annualized basis as the yield for that period.
Tax Exempt Trust's "tax equivalent yield" adjusts Tax Exempt Trust's
current yield, as calculated above, by a stated Federal tax rate. The tax
equivalent yield is computed by dividing the tax-exempt portion of the Trust's
current yield by one minus a stated income tax rate and adding the result to the
portion (if any) of the Trust's current yield that is not tax-exempt. The tax
equivalent yield may be compounded as described above to provide a compounded
effective tax equivalent yield. The tax equivalent yield may be used to compare
the tax effects of income derived from the Trust with income from taxable
investments at the tax rates stated. Exhibit D, which is applicable only to Tax
Exempt Trust, includes a tax equivalent yield table, based on various effective
tax brackets for individual taxpayers. Such tax brackets are determined by a
taxpayer's Federal taxable income (the net amount subject to Federal income tax
after deductions and exemptions). The tax equivalent yield table assumes that
the investor is taxed at the highest bracket, regardless of whether a switch to
non-taxable investments would cause a lower bracket to apply and that state
income tax payments are fully deductible for income tax purposes. For taxpayers
with income above certain levels, otherwise allowable itemized deductions are
limited. The Tax Exempt Trust's tax equivalent
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<PAGE>
yield for the seven-day period ended June 30, 1997 was 3.34%. Its tax-equivalent
compounded effective yield for the same period was 3.40% for an investor in the
highest Federal tax bracket.
Yield information may be useful to investors in reviewing each Trust's
performance. A Trust may make comparisons between its yield and that of other
investments, by citing various indices such as The Bank Rate Monitor National
Index (provided by Bank Rate Monitor TM), which measures the average rate paid
on bank money market accounts, NOW accounts and certificates of deposit by the
100 largest banks and thrift institutions in the top ten metropolitan areas.
However, a number of factors should be considered before using yield information
as a basis for comparison with other investments. An investment in a Trust is
not insured. Its yield is not guaranteed and normally will fluctuate on a daily
basis. The yield for any given past period is not an indication or
representation by the Trust of future yields or rates of return on its shares.
Each Trust's yield is affected by portfolio quality, portfolio maturity, type of
instruments held and operating expenses. When comparing a Trust's yield with
that of other investments, investors should understand that certain other
investment alternatives such as certificates of deposit, U.S. Government
Securities, money market instruments or bank accounts may provide fixed yields
or yields that may vary above a stated minimum, and also that bank accounts may
be insured. Certain types of bank accounts may not pay interest when the balance
falls below a specified level and may limit the number of withdrawals by check
per month. In order to compare the Tax Exempt Trust's dividends to the rate of
return on taxable investments, Federal income taxes on such investments should
be considered.
Additional Information
Description of the Trusts. Each Trust's Declaration of Trust contains an express
disclaimer of shareholder and Trustee liability for the Trust's obligations, and
provides for indemnification and reimbursement of expenses out of its property
for any shareholder held personally liable for its obligations. Each Declaration
of Trust also provides that the Trust shall, upon request, assume a defense of
any claim made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon. Thus, while Massachusetts law permits a
shareholder of a trust (such as the Trust) to be held personally liable as a
"partner" for the Trust's obligations under certain circumstances, the risk of a
Trust shareholder incurring any financial loss on account of shareholder
liability is highly unlikely and is limited to the relatively remote
circumstance in which the Trust would be unable to meet its obligations
described above. Any person doing business with the Trust, and any shareholder
of the Trust, agrees under the Trust's Declaration of Trust to look solely to
the assets of the Trust for satisfaction of any claim or demand which may arise
out of any dealings with the Trust, and the Trustees shall have no personal
liability to any such person, to the extent permitted by law.
It is not contemplated that regular annual meetings of shareholders will
be held. The Trust will hold meetings when required to do so by the Investment
Company Act or other applicable law, or when a shareholder meeting is called by
the Trustees. Shareholders have the right, upon the declaration in writing or
vote of two-thirds of the outstanding shares of the Trust, to remove a Trustee.
The Trustees will call a meeting of shareholders to vote on the removal of a
Trustee upon the written request of the shareholders of 10% of its outstanding
shares. In addition, if the Trustees receive a request from at least 10
shareholders (who have been shareholders for at least six months)
A-21
<PAGE>
holding in the aggregate shares of the Trust valued at $25,000 or more or
holding 1% or more of the Trust's outstanding shares, whichever is less, that
they wish to communicate with other shareholders to request a meeting to remove
a Trustee, the Trustees will then either make the Trust's shareholder list
available to the applicants or mail their communication to all other
shareholders at the applicants' expense, or the Trustees may take such other
action as set forth in Section 16(c) of the Investment Company Act.
Tax Status of the Trust's Dividends and Distributions. The Federal tax treatment
of the Trust's dividends and distributions to shareholders is explained in the
Prospectus under the caption "Dividends, Distributions and Taxes." Under the
Internal Revenue Code, the Trust must distribute by December 31 each year 98% of
its taxable investment income earned from January 1 through December 31 of that
year and 98% of its capital gains realized from the prior November 1 through
October 31 of that year or else pay an excise tax on the amounts not
distributed. While it is presently anticipated that the Trust's distributions
will meet those requirements, the Trust's Board and the Manager might determine
in a particular year that it is in the best interest of the Trust's shareholders
not to distribute income or capital gains at the mandated levels and to pay the
excise tax on the undistributed amounts.
The Custodian and the Transfer Agent. The Custodian's responsibilities include
safeguarding and controlling the Trusts' portfolio securities and handling the
delivery of portfolio securities to and from the Trusts. The Manager has
represented to the Trusts that its banking relationships with the Custodian have
been and will continue to be unrelated to and unaffected by the relationships
between the Trusts and the Custodian. It will be the practice of the Trusts to
deal with the Custodian in a manner uninfluenced by any banking relationship the
Custodian may have with the Manager or its affiliates. Shareholder Services,
Inc., the Transfer Agent, is responsible for maintaining each Trust's
shareholder registry and shareholder accounting records, and for shareholder
servicing and administrative functions.
General Distributor's Agreement. Under the General Distributor's Agreement
between each Trust and the Distributor, the Distributor acts as each Trust's
principal underwriter in the continuous public offering of its shares but is not
obligated to sell a specific number of shares. Expenses normally attributable to
sales (other than those paid under the General Distributor's Agreement and the
Service Plan), including advertising and the cost of printing and mailing
prospectuses other than those furnished to existing shareholders, are borne by
the Distributor.
Independent Auditors and Financial Statements. The independent auditors of the
Trusts examine the Trusts' financial statements and perform other related audit
services. They also act as auditors for the Manager and for OFI, the Manager's
immediate parent, as well as for certain other funds advised by the Manager and
OFI.
A-22
<PAGE>
INDEPENDENT AUDITORS' REPORT
Centennial Government Trust
The Board of Trustees and Shareholders of Centennial Government Trust:
We have audited the accompanying statement of assets and liabilities, including
the statement of investments, of Centennial Government Trust as of June 30,
1997, the related statement of operations for the year then ended, the
statements of changes in net assets for the years ended June 30, 1997 and 1996,
and the financial highlights for the period July 1, 1992 to June 30, 1997.
These financial statements and financial highlights are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.
Our procedures included confirmation of securities owned at June 30, 1997 by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Centennial
Government Trust at June 30, 1997, the results of its operations, the changes
in its net assets, and the financial highlights for the respective stated
periods, in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Denver, Colorado
July 22, 1997
Statement of Investments June 30, 1997
Centennial Government Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------- ---------------
<S> <C> <C>
U.S. Government Obligations--83.5%
Federal Farm Credit Bank:
5.25%, 5/28/98(1) ............... $10,000,000 $ 9,998,250
5.27%-5.50%, 9/2/97 ............ 18,875,000 18,863,307
5.45%-5.48%, 7/2/97 ............ 15,950,000 15,947,580
5.497%, 12/17/97(1) ............ 10,000,000 9,995,900
5.50%, 11/14/97(1) ............... 5,000,000 4,998,193
5.54%, 11/6/97(1) ............... 10,000,000 9,998,282
5.55%, 2/3/98(1) ............... 10,000,000 9,996,041
5.57%, 8/20/97(1) ............... 15,000,000 14,999,006
5.66%, 1/2/98(1) ............... 10,000,000 9,996,731
5.93%, 7/1/97 .................. 5,145,000 5,145,000
Federal Home Loan Bank:
5.28%, 5/28/98(1) ............... 5,000,000 5,000,000
5.43%, 9/3/97 .................. 29,000,000 28,720,053
5.44%, 7/2/97 .................. 18,000,000 17,997,280
5.46%, 8/1/97 .................. 3,500,000 3,483,228
5.507%, 4/14/98(1) ............... 5,000,000 4,997,103
5.521%, 10/2/97(1) ............... 10,000,000 9,998,014
5.67%, 8/1/97(1) ............... 25,000,000 24,998,847
6%, 9/24/97 ..................... 11,000,000 11,006,848
Federal Home Loan Mortgage Corp.:
5.41%, 7/28/97 .................. 24,000,000 23,902,620
5.43%, 9/16/97 .................. 33,000,000 32,616,732
5.44%, 7/2/97 .................. 8,220,000 8,218,758
5.44%, 8/22/97 .................. 10,939,000 10,853,044
5.44%, 8/5/97 .................. 8,779,000 8,732,569
5.46%, 8/1/97 .................. 21,000,000 20,901,265
5.46%, 8/26/97 .................. 19,289,000 19,123,044
5.48%, 9/10/97 .................. 5,000,000 4,945,961
5.55%, 7/23/97 .................. 2,665,000 2,655,961
Federal National Mortgage Assn.:
5.25%, 7/16/97(1) ............... 10,000,000 9,999,789
5.26%, 9/9/97(1) ............... 10,000,000 9,999,311
5.36%, 9/2/97(1) ............... 20,000,000 19,997,809
5.39%, 7/17/97 .................. 22,000,000 21,997,054
5.42%, 7/23/97 .................. 19,000,000 18,937,068
5.43%-5.44%, 8/18/97 ............ 14,500,000 14,394,953
5.44%, 8/4/97 .................. 17,430,000 17,340,449
</TABLE>
3
<PAGE>
Statement of Investments June 30, 1997 (Continued)
Centennial Government Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- -------------
<S> <C> <C>
U.S. Government Obligations (Continued)
Federal National Mortgage Assn.: (Continued)
5.44%-5.50%, 7/3/97 ................................................ $51,680,000 $ 51,664,286
5.45%, 9/15/97 ...................................................... 12,000,000 11,861,933
5.45%, 9/19/97 ...................................................... 10,000,000 9,878,889
5.47%, 9/4/97 ...................................................... 11,035,000 10,926,014
5.48%, 8/27/97 ...................................................... 10,000,000 9,913,233
5.48%-5.55%, 7/10/97 ................................................ 5,885,000 5,876,903
5.49%, 9/8/97 ...................................................... 5,000,000 4,947,388
5.50%, 7/2/97 ...................................................... 20,300,000 20,296,899
5.52%, 1/15/98(1) ................................................... 5,000,000 4,998,667
5.528%, 12/3/97(1) ................................................... 10,000,000 9,998,499
5.528%, 2/13/98(1) ................................................... 25,000,000 25,000,000
5.55%, 7/18/97 ...................................................... 10,000,000 9,973,792
5.56%, 5/22/98(1) ................................................... 10,000,000 9,995,655
6.07%, 9/2/97 ...................................................... 8,200,000 8,204,193
Overseas Private Investment Corp.:
5.788%, 7/20/97(1)(2) ................................................ 5,000,000 5,028,712
5.812%, 7/20/97(1)(2) ................................................ 4,000,000 4,045,326
Student Loan Marketing Assn.:
5.18%, 11/20/97(1) ................................................... 23,645,000 23,621,474
5.82%, 1/23/98 ...................................................... 10,000,000 9,999,153
guaranteeing commercial paper of:
Secondary Market Services, Inc., Education Loan Revenue Nts. Services:
5.26%, 10/1/97(1) ................................................... 5,000,000 4,998,778
5.28%, 2/5/98(1) ................................................... 10,000,000 9,997,726
New Hampshire Higher Education Loan Corp.:
5.45%, 7/21/97 ...................................................... 7,445,000 7,422,458
5.50%, 7/7/97 ...................................................... 8,881,000 8,872,859
USA Group Secondary Market Services, Inc.:
5.45%, 7/14/97 ...................................................... 35,729,000 35,658,683
5.45%, 7/7/97 ...................................................... 9,500,000 9,491,371
5.47%, 7/24/97 ...................................................... 6,700,000 6,676,585
5.47%-5.48%, 7/30/97 ................................................ 32,973,000 32,827,537
5.48%, 7/28/97 ...................................................... 24,780,000 24,678,154
5.52%, 7/15/97 ...................................................... 20,213,000 20,169,609
------------
Total U.S. Government Obligations .................................... 857,780,826
------------
</TABLE>
4
<PAGE>
Statement of Investments June 30, 1997 (Continued)
Centennial Government Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
-------------- --------------
<S> <C> <C>
Repurchase Agreements--14.3%
Repurchase agreement with PaineWebber, Inc., 6.15%, dated 6/30/97, to be
repurchased at $147,125,130 on 7/1/97, collateralized by Federal Home
Loan Mortgage Corp. Participation Nts., 7%, 11/1/26, with a value of
$91,515,239, and Federal National Mortgage Assn. Participation Nts., 7%-8%,
8/1/11-4/1/25, with a value of $58,791,028 ................................. $ 147,100,000 $ 147,100,000
------------- --------------
Total Investments, at Value ............................................. 97.8% 1,004,880,826
Other Assets Net of Liabilities .......................................... 2.2 22,555,089
------------- --------------
Net Assets ............................................................... 100.0% $1,027,435,915
============= ==============
</TABLE>
1. Floating or variable rate obligation. The interest rate, which is based on
specific, or an index of, market interest rates, is subject to change
periodically and is the effective rate on June 30, 1997. This instrument
may also have a demand feature which allows the recovery of principal at
any time, or at specified intervals not exceeding one year, on up to 30
days notice. Maturity date shown represents effective maturity based on
variable rate and, if applicable, demand feature.
2. Restricted securities which are considered illiquid, by virtue of the
absence of a readily available market or because of legal or contractual
restrictions on resale, amount to $9,074,038, or 0.88% of the Trust's net
assets. The Trust may not invest more than 10% of its net assets
(determined at the time of purchase) in illiquid securities.
See accompanying Notes to Financial Statements.
5
<PAGE>
Statement of Assets and Liabilities June 30, 1997
Centennial Government Trust
<TABLE>
<S> <C>
ASSETS:
Investments, at value (including repurchase agreements of $147,100,000)
-see accompanying statement .......................................... $1,004,880,826
Cash .................................................................. 218,156
Receivables:
Shares of beneficial interest sold ................................. 30,920,521
Interest ............................................................ 4,462,889
Other ............................................................... 29,406
--------------
Total assets ...................................................... 1,040,511,798
--------------
LIABILITIES:
Payables and other liabilities:
Shares of beneficial interest redeemed .............................. 11,328,418
Dividends ............................................................ 1,467,315
Shareholder reports ................................................ 75,722
Transfer and shareholder servicing agent fees ........................ 74,811
Service plan fees ................................................... 74,752
Other ............................................................... 54,865
--------------
Total liabilities ................................................... 13,075,883
--------------
NET ASSETS ............................................................ $1,027,435,915
==============
COMPOSITION OF NET ASSETS:
Paid-in capital ...................................................... $1,028,178,174
Accumulated net realized loss on investment transactions ............ (742,259)
--------------
NET ASSETS-applicable to 1,028,178,174 shares of beneficial
interest outstanding ................................................ $1,027,435,915
==============
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE ...... $ 1.00
</TABLE>
See accompanying Notes to Financial Statements.
6
<PAGE>
Statement of Operations For the Year Ended June 30, 1997
Centennial Government Trust
<TABLE>
<S> <C>
INVESTMENT INCOME-Interest ................................. $55,779,821
-----------
EXPENSES:
Management fees-Note 3 .................................... 4,743,430
Service plan fees-Note 3 ................................. 2,060,666
Transfer and shareholder servicing agent fees-Note 3 ...... 640,887
Registration and filing fees .............................. 140,144
Custodian fees and expenses .............................. 116,584
Shareholder reports ....................................... 60,451
Legal and auditing fees .................................... 35,328
Trustees' fees and expenses .............................. 18,243
Insurance expenses ....................................... 16,643
Other ...................................................... 1,876
-----------
Total expenses .......................................... 7,834,252
-----------
NET INVESTMENT INCOME .................................... 47,945,569
NET REALIZED LOSS ON INVESTMENTS ........................... (5,032)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...... $47,940,537
===========
</TABLE>
See accompanying Notes to Financial Statements.
7
<PAGE>
Statements of Changes in Net Assets
Centennial Government Trust
<TABLE>
<CAPTION>
Year Ended June 30,
----------------------------------
1997 1996
---------------- ---------------
<S> <C> <C>
OPERATIONS:
Net investment income .................................... $ 47,945,569 $ 46,466,225
Net realized gain (loss) ................................. (5,032) 25,445
-------------- --------------
Net increase in net assets resulting from operations ...... 47,940,537 46,491,670
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS ............... (47,945,569) (46,466,225)
BENEFICIAL INTEREST TRANSACTIONS:
Net increase in net assets resulting from beneficial interest
transactions-Note 2 ....................................... 84,955,146 49,276,111
-------------- --------------
NET ASSETS:
Total increase ............................................. 84,950,114 49,301,556
Beginning of period ....................................... 942,485,801 893,184,245
-------------- --------------
End of period ............................................. $1,027,435,915 $ 942,485,801
============== ==============
</TABLE>
See accompanying Notes to Financial Statements.
8
<PAGE>
Financial Highlights
Centennial Government Trust
<TABLE>
<CAPTION>
Year Ended June 30,
-----------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning
of period ....................................... $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment
operations-net investment
income and net realized gain ..................... .05 .05 .05 .03 .04
Dividends and distributions to shareholders ...... (.05) (.05) (.05) (.03) (.04)
----- ----- ----- ----- -----
Net asset value, end of period .................. $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL RETURN, AT
NET ASSET VALUE(1) .............................. 4.75% 4.91% 4.93% 2.84% 2.98%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in millions) ......... $1,027 $942 $ 893 $ 613 $ 637
Average net assets (in millions) .................. $1,032 $962 $ 719 $ 665 $ 633
Ratios to average net assets:
Net investment income ........................... 4.65% 4.83% 4.81% 2.79% 2.81%
Expenses .......................................... 0.76% 0.77% 0.80% 0.79% 0.79%
</TABLE>
1. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns
reflect changes in net investment income only.
See accompanying Notes to Financial Statements.
9
<PAGE>
Notes to Financial Statements
Centennial Government Trust
1. Significant Accounting Policies
Centennial Government Trust (the Trust) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Trust's investment objective is to seek a high level of
current income consistent with preservation of capital and the maintenance of
liquidity, through investment in a diversified portfolio of short-term debt
instruments issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. The Trust's investment adviser is Centennial Asset
Management Corporation (the Manager), a subsidiary of OppenheimerFunds, Inc.
(OFI). The following is a summary of significant accounting policies
consistently followed by the Trust.
Investment Valuation--Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
Repurchase Agreements--The Trust requires the custodian to take possession, to
have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is
required to be at least 102% of the resale price at the time of purchase. If
the seller of the agreement defaults and the value of the collateral declines,
or if the seller enters an insolvency proceeding, realization of the value of
the collateral by the Trust may be delayed or limited.
Federal Taxes--The Trust intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required. At June 30, 1997, the Trust had
available for federal income tax purposes an unused capital loss carryover of
approximately $737,000, which expires between 2003 and 2005.
Distributions to Shareholders--The Trust intends to declare dividends from net
investment income each day the New York Stock Exchange is open for business and
pay such dividends monthly. To effect its policy of maintaining a net asset
value of $1.00 per share, the Trust may withhold dividends or make
distributions of net realized gains.
Other--Investment transactions are accounted for on the date the investments are
purchased or sold (trade date). Realized gains and losses on investments are
determined on an identified cost basis, which is the same basis used for
federal income tax purposes.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.
10
<PAGE>
Notes to Financial Statements (Continued)
Centennial Government Trust
2. Shares of Beneficial Interest
The Trust has authorized an unlimited number of no par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<CAPTION>
Year Ended June 30, 1997 Year Ended June 30, 1996
---------------------------------------- --------------------------------------
Shares Amount Shares Amount
----------------- ----------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Sold ..................... 2,931,272,745 $ 2,931,272,745 2,840,678,875 $ 2,840,678,875
Dividends and distributions
reinvested ............... 46,820,017 46,820,017 46,248,970 46,248,970
Redeemed .................. (2,893,137,616) (2,893,137,616) (2,837,651,734) (2,837,651,734)
---------------- ---------------- ---------------- ----------------
Net increase ............... 84,955,146 $ 84,955,146 49,276,111 $ 49,276,111
================ ================ ================ ================
</TABLE>
3. Management Fees and Other
Transactions with Affiliates
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Trust which provides for a fee of 0.50% of the
first $250 million of net assets; 0.475% of the next $250 million of net
assets; 0.45% of the next $250 million of net assets; 0.425% of the next $250
million of net assets; and 0.40% on net assets in excess of $1 billion. The
Manager has agreed to reimburse the Trust if aggregate expenses (with specified
exceptions) exceed the lesser of 1.50% of the first $30 million of average
annual net assets of the Trust, plus 1% of average annual net assets in excess
of $30 million; or 25% of the total annual investment income of the Trust.
Shareholder Services, Inc. (SSI), a subsidiary of OFI, is the transfer and
shareholder servicing agent for the Trust, and for other registered investment
companies. SSI's total costs of providing such services are allocated ratably
to these companies.
Under an approved plan of distribution, the Trust may expend up to 0.20% of its
net assets annually to reimburse certain securities dealers and other financial
institutions and organizations for costs incurred in distributing Trust shares.
During the year ended June 30, 1997, the Trust paid $52,891 to a broker/dealer
affiliated with the Manager as reimbursement for distribution-related expenses.
11
<PAGE>
Exhibit A
DESCRIPTION OF SECURITIES RATINGS
Below is a description of the two highest rating categories for Short Term Debt
and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on behalf of
the Trust. The ratings descriptions are based on information supplied by the
ratings organizations to subscribers.
Short Term Debt Ratings.
Moody's Investors Service, Inc. ("Moody's"): The following rating designations
for commercial paper (defined by Moody's as promissory obligations not having
original maturity in excess of nine months), are judged by Moody's to be
investment grade, and indicate the relative repayment capacity of rated issuers:
Prime-1: Superior capacity for repayment. Capacity will normally be evidenced by
the following characteristics: (a) leveling market positions in
well-established industries; (b) high rates of return on funds
employed; (c) conservative capitalization structures with moderate
reliance on debt and ample asset protection; (d) broad margins in
earning coverage of fixed financial charges and high internal cash
generation; and (e) well established access to a range of financial
markets and assured sources of alternate liquidity.
Prime-2: Strong capacity for repayment. This will normally be evidenced by many
of the characteristics cited above but to a lesser degree. Earnings
trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may
be more affected by external conditions. Ample alternate liquidity is
maintained.
Moody's ratings for state and municipal short-term obligations are designated
"Moody's Investment Grade" ("MIG"). Short-term notes which have demand features
may also be designated as "VMIG".
These rating categories are as follows:
MIG1/VMIG1: Best quality. There is present strong protection by established
cash flows, superior liquidity support or demonstrated broadbased
access to the market for refinancing.
MIG2/VMIG2: High quality. Margins of protection are ample although not so large
as in the preceding group.
Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of no more
than 365 days) assess the likelihood of payment:
A-1: Strong capacity for timely payment. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation.
A-25
<PAGE>
A-2: Satisfactory capacity for timely payment. However, the relative degree of
safety is not as high as for issues designated "A-1".
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a
plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest.
S&P assigns "dual ratings" to all municipal debt issues that have a demand or
double feature as part of their provisions. The first rating addresses the
likelihood of repayment of principal and interest as due, and the second rating
addresses only the demand feature. With short-term demand debt, S&P's note
rating symbols are used with the commercial paper symbols (for example,
"SP-1+/A- 1+").
Fitch Investors Service, Inc. ("Fitch"): Fitch assigns the following short-term
ratings to debt obligations that are payable on demand or have original
maturities of generally up to three years, including commercial paper,
certificates of deposit, medium-term notes, and municipal and investment notes:
F-1+: Exceptionally strong credit quality; the strongest degree of assurance for
timely payment.
F-1: Very strong credit quality; assurance of timely payment is only slightly
less in degree than issues rated "F-1+".
F-2: Good credit quality; satisfactory degree of assurance for timely payment,
but the margin of safety is not as great as for issues assigned "F-1+" or
"F-1" ratings.
Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for commercial
paper (defined by Duff & Phelps as obligations with maturities, when issued, of
under one year), asset-backed commercial paper, and certificates of deposit (the
ratings cover all obligations of the institution with maturities, when issued,
of under one year, including bankers' acceptance and letters of credit):
Duff 1+: Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative
sources of funds, is outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.
Duff 1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk
factors are minor.
Duff 1-: High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very
small.
Duff 2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge
total financing requirements, access to capital markets is good. Risk
factors are small.
IBCA Limited or its affiliate IBCA Inc. ("IBCA"): Short-term ratings, including
commercial paper (with maturities up to 12 months), are as follows:
A1: Obligations supported by the highest capacity for timely repayment.
A1: Obligations supported by a very strong capacity for timely repayment.
A2: Obligations supported by a strong capacity for timely repayment, although
such capacity may be susceptible to adverse changes in business, economic,
or financial conditions.
Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply to
commercial paper, certificates of deposit, unsecured notes, and other securities
having a maturity of one year or less.
TBW-1: The highest category; indicates the degree of safety regarding timely
repayment of principal and interest is very strong.
TBW-2: The second highest rating category; while the degree of safety
regarding timely repayment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated "TBW-1".
Long Term Debt Ratings. These ratings are relevant for securities purchased by
the Trust with a remaining maturity of 397 days or less, or for rating issuers
of short-term obligations.
Moody's: Bonds (including municipal bonds) are rated as follows:
Aaa: Judged to be the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt edge." Interest
payments are protected by a large or by an exceptionally stable margin,
and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong positions of such issues.
Aa: Judged to be of high quality by all standards. Together with the "Aaa"
group they comprise what are generally known as high-grade bonds. They are
rated lower than the best bonds because margins of protection may not be
as large as in "Aaa" securities or fluctuations of protective elements may
be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in "Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the higher
end of its generic rating category; the modifier "2" indicates a mid-range
ranking; and the modifier "3" indicates that the issue ranks in the lower end of
its generic rating category.
A-26
<PAGE>
Standard & Poor's: Bonds (including municipal bonds) are rated as follows:
AAA: The highest rating assigned by S&P. Capacity to pay interest and repay
principal is extremely strong.
AA: A strong capacity to pay interest and repay principal and differ from "AAA"
rated issues only in small degree.
Fitch:
AAA: Considered to be investment grade and of the highest credit quality. The
obligor has an exceptionally strong ability to pay interest and repay principal,
which is unlikely to be affected by reasonably foreseeable events.
AA: Considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Plus (+) and minus (-) signs are used
in the "AA" category to indicate the relative position of a credit within that
category.
Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issuers
is generally rated "F-1+".
Duff & Phelps:
AAA: The highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA: High credit quality. Protection factors are strong. Risk is modest but may
vary slightly from time to time because of economic conditions. Plus (+) and
minus (-) signs are used in the "AA" category to indicate the relative position
of a credit within that category.
IBCA: Long-term obligations (with maturities of more than 12 months) are rated
as follows:
AAA: The lowest expectation of investment risk. Capacity for timely repayment of
principal and interest is substantial such that adverse changes in business,
economic, or financial conditions are unlikely to increase investment risk
significantly.
AA: A very low expectation for investment risk. Capacity for timely repayment of
principal and interest is substantial. Adverse changes in business, economic, or
financial conditions may increase investment risk albeit not very significantly.
A plus (+) or minus (-) sign may be appended to a long term rating to denote
relative status within a rating category.
TBW: TBW issues the following ratings for companies. These ratings assess the
likelihood of
A-27
<PAGE>
receiving payment of principal and interest on a timely basis and incorporate
TBW's opinion as to the vulnerability of the company to adverse developments,
which may impact the market's perception of the company, thereby affecting the
marketability of its securities.
A: Possesses an exceptionally strong balance sheet and earnings record,
translating into an excellent reputation and unquestioned access to its
natural money markets. If weakness or vulnerability exists in any aspect
of the company's business, it is entirely mitigated by the strengths of
the organization.
A/B: The company is financially very solid with a favorable track record and no
readily apparent weakness. Its overall risk profile, while low, is not
quite as favorable as for companies in the highest rating category.
A-28
<PAGE>
Exhibit B
CORPORATE INDUSTRY CLASSIFICATIONS
Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
A-29
<PAGE>
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
Food
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Information Technology
Insurance Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
A-30
<PAGE>
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking
Wireless Services
A-31
<PAGE>
Exhibit C
AUTOMATIC WITHDRAWAL PLAN PROVISIONS
By requesting an Automatic Withdrawal Plan, the shareholder agrees to the terms
and conditions applicable to such plans, as stated below and elsewhere in the
Application for such Plans, and the Prospectus and this Statement of Additional
Information as they may be amended from time to time by the Trust and/or the
Distributor. When adopted, such amendments will automatically apply to existing
Plans.
Trust shares will be redeemed as necessary to meet withdrawal payments.
Shares acquired without a sales charge will be redeemed first and thereafter
shares acquired with reinvested dividends and distributions followed by shares
acquired with a sales charge will be redeemed to the extent necessary to make
withdrawal payments. Depending upon the amount withdrawn, the investor's
principal may be depleted. Payments made to shareholders under such plans should
not be considered as a yield or income on investment. Purchases of additional
shares concurrently with withdrawals are undesirable because of sales charges on
purchases when made. Accordingly, a shareholder may not maintain an Automatic
Withdrawal Plan while simultaneously making regular purchases.
1. Shareholder Services, Inc., the Transfer Agent of the Trust, will
administer the Automatic Withdrawal Plan (the "Plan") as agent for the person
(the "Planholder") who executed the Plan authorization and application submitted
to the Transfer Agent.
2. Certificates will not be issued for shares of the Trust purchased for and
held under the Plan, but the Transfer Agent will credit all such shares to the
account of the Planholder on the records of the Trust. Any share certificates
now held by the Planholder may be surrendered unendorsed to the Transfer Agent
with the Plan application so that the shares represented by the certificate may
be held under the Plan. Those shares will be carried on the Planholder's Plan
Statement.
3. Distributions of capital gains must be reinvested in shares of the Trust,
which will be done at net asset value without a sales charge. Dividends may be
paid in cash or reinvested.
4. Redemptions of shares in connection with disbursement payments will be
made at the net asset value per share determined on the redemption date.
5. Checks or ACH payments will be transmitted three business days prior to
the date selected for receipt of the monthly or quarterly payment (the date of
receipt is approximate), according to the choice specified in writing by the
Planholder.
6. The amount and the interval of disbursement payments and the address to
which checks are to be mailed may be changed at any time by the Planholder on
written notification to the Transfer Agent. The Planholder should allow at least
two weeks' time in mailing such notification before the requested change can be
put in effect.
A-32
<PAGE>
7. The Planholder may, at any time, instruct the Transfer Agent by written
notice (in proper form in accordance with the requirements of the then-current
Prospectus of the Trust) to redeem all, or any part of, the shares held under
the Plan. In such case, the Transfer Agent will redeem the number of shares
requested at the net asset value per share in effect in accordance with the
Trust's usual redemption procedures and will mail a check for the proceeds of
such redemption to the Planholder.
8. The Plan may, at any time, be terminated by the Planholder on written
notice to the Transfer Agent, or by the Transfer Agent upon receiving directions
to that effect from the Trust. The Transfer Agent will also terminate the Plan
upon receipt of evidence satisfactory to it of the death or legal incapacity of
the Planholder. Upon termination of the Plan by the Transfer Agent or the Trust,
shares remaining unredeemed will be held in an uncertificated account in the
name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder, his executor or guardian, or as
otherwise appropriate.
9. For purposes of using shares held under the Plan as collateral, the
Planholder may request issuance of a portion of his shares in certificated form.
Upon written request from the Planholder, the Transfer Agent will determine the
number of shares as to which a certificate may be issued, so as not to cause the
withdrawal checks to stop because of exhaustion of uncertificated shares needed
to continue payments. Should such uncertificated shares become exhausted, Plan
withdrawals will terminate.
10. The Transfer Agent shall incur no liability to the Planholder for any
action taken or omitted by the Transfer Agent in good faith.
11. In the event that the Transfer Agent shall cease to act as transfer agent
for the Trust, the Planholder will be deemed to have appointed any successor
transfer agent to act as his agent in administering the Plan.
A-33
<PAGE>
Investment Advisor and Distributor
Centennial Asset Management Corporation
6803 South Tucson Way
Englewood, Colorado 80112
Sub-Distributor
OppenheimerFunds Distributor, Inc.
PO Box 5254
Denver, Colorado 80217
Transfer Agent and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
1-800-525-9310
Custodian
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202
PXO170.001.1097
A-34
<PAGE>
CENTENNIAL GOVERNMENT TRUST
FORM N-1A
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
(a) Financial Statements:
--------------------
(1) Condensed Financial Information (See Part A): Filed herewith
(2) Independent Auditors' Report (See Part B): Filed
herewith
(3) Statement of Investments, June 30, 1997 (See Part B): Filed
herewith
(4) Statement of Assets and Liabilities, June 30, 1997 (See Part B):
Filed herewith
(5) Statement of Operations for the year ended June 30, 1997 (See Part
B): Filed herewith
(6) Statements of Changes in Net Assets for the years ended June 30,
1996 and 1997 (See Part B): Filed herewith
(7) Notes to Financial Statements (See Part B): Filed herewith
(b) Exhibits:
--------
(1) Restated Declaration of Trust dated September 27, 1985: Filed with
Registrant's Post-Effective Amendment No. 9, 9/27/85, and refiled
with Registrant's Post-Effective Amendment No. 23, 10/28/94,
pursuant to Item 102 of Regulation S-T and incorporated herein by
reference.
(2) By-Laws, as amended through June 26, 1990: Filed with Registrant's
Post-Effective Amendment No. 19, 10/31/91, and refiled with
Registrant's Post- Effective Amendment No. 23, 10/28/94, pursuant
to Item 102 of Regulation S-T and incorporated herein by
reference.
(3) Not applicable
(4) Specimen Share Certificate: Filed with Registrant's
Post-Effective Amendment No. 9, 9/23/85, and refiled with
Registrant's Post-Effective Amendment No. 23, 10/28/94, pursuant
to Item 102 of Regulation S-T and incorporated herein by
reference.
(5) Investment Advisory Agreement dated October 22, 1990: Filed with
Registrant's Post-Effective Amendment No. 18, 10/31/90, and
refiled with Registrant's Post-Effective Amendment No. 23,
10/28/94, pursuant to Item 102 of Regulation S-T and incorporated
herein by reference.
(6) (i) General Distributor's Agreement dated October 13, 1992 between
Registrant and Centennial Asset Management Corporation: Filed with
Registrant's Post-Effective Amendment No. 21, 10/29/93, and
incorporated herein by reference.
(ii)Form of Centennial Asset Management Corporation
Dealer Agreement: Filed with Registrant's Post-
Effective Amendment No. 6, 10/26/84, and refiled
with Registrant's Post-Effective Amendment No. 23,
10/28/94, pursuant to Item 102 of Regulation S-T and
incorporated herein by reference.
(iii)Sub-Distributor's Agreement dated May 28, 1993
between Centennial Asset Management Corporation and
Oppenheimer Funds Distributor, Inc.: Filed with
Registrant's Post-Effective Amendment No. 21,
10/29/93, and incorporated herein by reference.
(7) Not applicable
(8) (i) Custodian Agreement dated 5/7/82: Filed with Registrant's
Post-Effective Amendment No. 11, 10/31/86 and refiled with
Registrant's Post- Effective Amendment No. 23, 10/28/94, pursuant
to Item 102 of Regulation S-T and incorporated herein by
reference.
(ii)Amendment dated September 27, 1985, to
Custodian Agreement: Filed with Registrant's Post-
Effective Amendment No. 9, 9/23/85, and refiled with
Registrant's Post-Effective Amendment No. 23,
10/28/94, pursuant to Item 102 of Regulation S-T and
incorporated herein by reference.
(9) Not applicable
(10) Opinion and Consent of Counsel dated 4/7/82: Filed with
Registrant's Pre-Effective Amendment No. 1, 4/13/82, and refiled
with Registrant's Post- Effective Amendment No. 23, 10/28/94,
pursuant to Item 102 of Regulation S-T and incorporated herein by
reference.
(11) Independent Auditors' Consent: Filed herewith.
(12) Not applicable
(13) Not applicable
(14) (i) Form of Individual Retirement Account Plan (IRA) Agreement:
Previously filed with Post- Effective Amendment No. 21 of
Oppenheimer U.S. Government Trust (File No. 2-76645), 8/25/93, and
incorporated herein by reference.
(ii) Form of prototype Standardized and Non-
Standardized Profit-Sharing Plan for self-employed
persons and corporations: Filed with Post-Effective
Amendment No. 3 of Oppenheimer Global Growth &
Income Fund (File No. 33-33799), 1/31/92, and
incorporated herein by reference.
(iii)Form of Tax Sheltered Retirement Plan and
Custody Agreement for employees of public schools
and tax-exempt Organizations: Filed with Post-
Effective Amendment No. 47 of Oppenheimer Growth
Fund (Reg. No. 2-45272), 10/21/94 and incorporated
herein by reference.
(iv)Form of Simplified Employee Pension IRA:
Previously filed with Post-Effective Amendment No.
36 of Oppenheimer Equity Income Fund (File No. 2-
33043), 10/23/91, and incorporated herein by
reference.
(v) Form of Prototype 401 (k) plan: Filed with
Post-Effective Amendment No. 7 to the Registration
Statement of Oppenheimer Strategic Income & Growth
Fund (Reg. No. 33-47378), 9/28/95, and incorporated
herein by reference.
(15) Service Plan and Agreement under Rule 12b-1 dated August 24, 1993
between Registrant and Centennial Asset Management Corporation:
Filed with Registrant's Post-Effective Amendment No. 21, 10/29/93,
and incorporated herein by reference.
(16) Performance Data Computation Schedule: Filed herewith
(17) Financial Data Schedule: Filed herewith
(18) Not Applicable.
--- Powers of Attorney: Filed with Registrant's Post
Effective Amendment No. 21, 10/29/93, and
incorporated herein by reference. Powers of
Attorney from S. Freedman and B. Macaskill filed
with Registrant's Post Effective Amendment No. 25,
8/8/96, incorporated herein by reference.
Item 25. Persons Controlled by and Under Common Control with
- -------- -----------------------------------------------------
Registrant
- ----------
None
Item 26. Number of Holders of Securities
- -------- --------------------------------
Number of Record Holders
Title of Class as of September 8, 1997
-------------- ------------------------
Shares of Beneficial Interest 47,918
Item 27. Indemnification
- -------- ---------------
Reference is made to Section 12 of Article SEVENTH of Registrant's Restated
Declaration of Trust, dated September 27, 1985, filed as Exhibit 24(b)(1) to
this registration statement.
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 28. 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 & Current Position
with Centennial Asset Other Business and Connections
Management Corporation During the Past Two Years
- ----------------------- ------------------------------
George C. Bowen, Director,
Senior Vice President,
Treasurer and Assistant
Secretary Treasurer of the Oppenheimer funds,
OppenheimerFunds Distributor, Inc. (the
"Distributor") and HarbourView Asset
Management Corporation ("HarbourView"),
an investment adviser subsidiary of
OppenheimerFunds, Inc. (the "Manager");
Vice President and Assistant Secretary of
the Denver-based Oppenheimer funds; Vice
President of the Distributor and
HarbourView; Senior Vice President &
Treasurer of OppenheimerFunds, Inc.
("OFI"), Vice President, Treasurer and
Secretary of Shareholder Services, Inc.
("SSI") and Shareholder Financial
Services, Inc. ("SFSI"), transfer agent
subsidiaries of the Manager; Director,
Treasurer and Chief Executive Officer of
MultiSource Services, Inc. (July, 1996
-present); Vice President and Treasurer of ORAMI
(July, 1996 - present); President Treasurer and
Director of Centennial Capital Corporation; Vice
President and Treasurer of Main Street Advisers.
Michael Carbuto,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President of
Centennial Asset Management Corp.
("Centennial").
Andrew J. Donohue,
President and Director Secretary of the Oppenheimer Funds; Vice
President of the Denver-based Oppenheimer
Funds; Executive Vice President, Director and
General Counsel of the Distributor; Executive
Vice President, General Counsel and Director of
("OFI"); Chief Legal Officer and a Director of
MultiSource; President and a Director of ORAMI;
Executive Vice President, General Counsel and
Director of SFSI and SSI; formerly Senior Vice
President and Associate General Counsel of the
Manager and the Distributor.
Katherine P. Feld,
Secretary Vice President and Secretary of the Distributor;
Secretary of HarbourView,
MultiSource and OFI; Secretary, Vice
President and Director of Centennial
Capital Corporation; Vice President and
Secretary of Oppenheimer Real Asset
Management, Inc.
Gary P. Tyc,
Assistant Treasurer
and Assistant Secretary Vice President, Assistant Secretary and
Assistant Treasurer of OFI; Assistant
Treasurer of the Distributor and SFSI.
Dorothy Warmack,
Vice President Vice President of OFI; an officer
and/or portfolio manager of certain Oppenheimer
funds.
Carol Wolf,
Vice President Vice President of OFI; an officer
and/or portfolio manager of certain Oppenheimer
funds.
Arthur Zimmer,
Vice President Vice President of OFI; an officer
and/or portfolio manager of certain Oppenheimer
funds.
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 Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International 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 Bond Fund For Growth
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
Daily Cash Accumulation Fund, Inc.
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Municipal Fund
Oppenheimer Real Asset Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The New York Tax-Exempt Income 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 MultiSource Services, Inc. is 1700 Lincoln Street, Denver,
Colorado 80203.
The address of the Rochester-based funds is 350 Linden Oaks, Rochester, New
York 14625-2807.
Item 29. 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+ Director, Senior Vice Vice
President, Treasurer and President,
Assistant Secretary Treasurer and
Assistant
Secretary
Michael Carbuto* Vice President Vice President of Centennial
California Tax
Exempt Fund,
Centennial New York
Tax Exempt Fund and
Centennial Tax
Exempt Trust
Andrew J. Donohue* President and Director Vice President and Secretary
Katherine P. Feld* Secretary None
Gary P. Tyc+ Assistant Treasurer and None
Assistant Secretary
Dorothy Warmack+ Vice President Vice President of Daily Cash
Accumulation Fund,
Inc., Centennial
Government Trust,
Centennial America
Fund, L.P., and
Centennial Money
Market Trust
Carol Wolf+ Vice President Vice President of Daily Cash
Accumulation Fund,
Inc., Centennial
Government Trust,
Centennial America
Fund, L.P., and
Centennial Money Market Trust
Arthur Zimmer+ Vice President Vice President of Daily Cash
Accumulation Fund,
Inc., Centennial
Government Trust,
Centennial America
Fund, L.P., and
Centennial Money
Market Trust
(c) Not applicable
- --------------------
* Two World Trade Center, New York, NY 10048-0203
+ 6803 South Tucson Way, Englewood, CO 80112
Item 30. 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 Centennial Asset
Management Corporation, 6803 South Tucson Way, Englewood, CO 80112
Item 31. Management Services
- -------- -------------------
Not applicable
Item 32. Undertakings
- -------- ------------
(a) Not applicable
(b) Not applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Arapahoe, State of Colorado on the 18th day of
September, 1997.
CENTENNIAL GOVERNMENT 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, Trustee September 18, 1997
- ------------------ and Principal
James C. Swain Executive Officer
/s/ George C. Bowen* Vice President, September 18, 1997
- ------------------- Treasurer,
George C. Bowen Assistant
Secretary and
Principal Financial
and Accounting
Officer
/s/ Robert G. Avis* Trustee September 18, 1997
- ------------------
Robert G. Avis
/s/ William A. Baker* Trustee September 18, 1997
- --------------------
William A. Baker
/s/ Charles Conrad, Jr.* Trustee September 18, 1997
- -----------------------
Charles Conrad, Jr.
/s/ Jon S. Fossel* Trustee September 18, 1997
- -----------------
Jon S. Fossel
/s/ Sam Freedman* Trustee September 18, 1997
- -----------------------
Sam Freedman
/s/ Raymond J. Kalinowski* Trustee September 18, 1997
- -------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee September 18, 1997
- ------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee September 18, 1997
- ----------------------
Robert M. Kirchner
/s/ Bridget A. Macaskill* President, September 18, 1997
- ------------------------- Trustee
Bridget A. Macaskill
/s/ Ned M. Steel* Trustee September 18, 1997
- ----------------
Ned M. Steel
*By: /s/ Robert G. Zack
--------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
CENTENNIAL GOVERNMENT TRUST
INDEX TO EXHIBITS
Exhibit Description
-------- -----------
24(b)(11) Independent Auditor's Consent
24(b)(16) Performance Data Computation Schedule
24(b)(17) Financial Data Schedule
24(b)(11)
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 26 to Registration
Statement No. 2-75812 of Centennial Government Trust of our report dated July
22, 1997 appearing in the Statement of Additional Information, which is a part
of such Registration Statement, and to the reference to our firm under the
heading "Financial Highlights" appearing in the Prospectus, which is also a part
of such Registration Statement.
/s/ Deloitte & Touche LLP
- --------------------------
DELOITTE & TOUCHE LLP
Denver, Colorado
September 8, 1997
Centennial Government Trust
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
1. YIELD AND EFFECTIVE YIELD FOR 7-DAY PERIOD ENDED 06/30/97:
Calculations of the Fund's "Yield" and "Compounded Effective Yield" set
forth in the section entitled "Yield Information" in the Statement of
Additional Information were made as follows:
Date Daily Accrual Per Share (in $)
06/24/97 .0001303
06/25/97 .0001315
06/26/97 .0001338
06/27/97 .0001309
06/28/97 .0001310
06/29/97 .0001310
06/30/97 .0001345
--------
Seven Day
Total: .0009230
Current Yield: $0.0009230/7 x 365 = 4.81%
365/7
Effective Yield: (.0009230 + 1) - 1 = 4.93%
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<NAME> Centennial Government Trust
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