SCHEDULE 14A
Information Required in Proxy Statement
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
CENTENNIAL GOVERNMENT TRUST
(Name of Registrant as Specified in its Charter)
Kathleen T. Ives
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2)
or Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Kathleen T. Ives
(4) Date Filed: October 12, 2000
170_Sched14A-def_1000.doc
<PAGE>
Centennial Government Trust
Proxy for Shareholders Meeting To Be Held
December 15, 2000
Centennial Government Trust
6803 S. Tucson Way Your shareholder vote is important!
Englewood, CO 80112
The undersigned shareholder of
Centennial Government Trust (the
"Trust"), does hereby appoint Brian
Wixted, Robert Bishop, and Scott
Farrar, and each of them, as
attorneys-in-fact and proxies of the
undersigned, with full power of
substitution, to attend the Meeting of
Shareholders of the Trust to be held
December 15, 2000, at 6803 South Tucson
Way, Englewood, Colorado 80112 at 10:00
A.M, Mountain time, and at all
adjournments thereof, and to vote the
shares held in the name of the
undersigned on the record date for said
meeting for the election of Trustees
and on the proposals specified below.
Said attorneys-in-fact shall vote in
accordance with their best judgment as
to any other matter.
Proxy solicited on behalf of the Board
of Trustees, which recommends a vote
FOR the election of all nominees for
Trustee and FOR each Proposal below.
The shares represented hereby will be
voted as indicated below or FOR if no
choice is indicated.
Your prompt response can save your
Trust money. Please vote, sign and mail
your proxy ballot (this card) in the
enclosed postage-paid envelope today,
no matter how many shares you own. A
majority of the Trust's shares must be
represented in person or by proxy.
Please vote your proxy so your Trust
can avoid the expense of another
mailing.
Please mark your proxy below, date and sign it, and return it promptly in the
accompanying envelope, which requires no postage if mailed in the United
States.
Keep This Portion for Your Records
Detach and Return this Portion Only
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<PAGE>
Centennial Government Trust
1.Election of a) W. Armstrong g) R. Kalinowski For All
Trustees b) R. Avis h) C. Kast Withhold All
(Proposal No.1) c) G. Bowen i) R. Kirchner For All Except
d) E. Cameron j) B.Macaskill To withhold authority
e) J. Fosselj) k) F.W.Marshall to vote for any
Election of f) S. Freedman l) J.Swain individual nominees,
mark "For All Except"
and write the nominees
letter on the line below.
Vote On Proposals For Against Abstain
2. Ratification of selection of
Deloitte & Touche LLP as independent auditors (Proposal No.
2)
3. Approval of the elimination of the Trust's fundamental investment
restriction on investing in any security not discussed in its prospectus or
Statement of Additional Information.
(Proposal No. 3)
4. Approval of an amendment to the
Trust's fundamental investment
restriction on investing in debt
securities having a maturity
greater than one year. (Proposal
No. 4).
5. Authorization to permit the
Trustees to adopt an Amendment to
the Declaration of Trust (Proposal
No. 5)
NOTE: Please sign exactly as your name(s) appears hereon. When signing as
custodian, attorney, executor, administrator, trustee, etc., please give your
full title as such. All joint owners should sign this proxy. If the account is
registered in the name of a corporation, partnership or other entity, a duly
authorized individual must sign on its behalf and give title.
Signature(s) Date
Signature (Joint Owners) Date
170-ProxyBallot-00_Def.doc
<PAGE>
CENTENNIAL GOVERNMENT TRUST
6803 South Tucson Way, Englewood, CO 80112
Notice Of Meeting Of Shareholders To Be Held
December 15, 2000
To The Shareholders of Centennial Government Trust:
Notice is hereby given that a Meeting of the Shareholders (the "Meeting") of
Centennial Government Trust (the "Trust"), will be held at 6803 South Tucson
Way, Englewood, Colorado, 80112, at 10:00 A.M., Mountain time, on December 15,
2000.
During the Meeting, shareholders of the Trust will vote on the following
proposals:
1. To elect a Board of Trustees;
2. To ratify the selection of Deloitte & Touche LLP as the Independent
Auditor for the Trust for the fiscal year beginning on July 1, 2000;
3. To approve the elimination of a fundamental investment restriction of
the Trust;
4.To approve an amendment to a fundamental investment restriction of
the Trust;
5.To authorize the Trustees to adopt an Amendment to the Trust's
Declaration of Trust; and
6. To transact such other business as may properly come before the
Meeting, or any adjournments thereof.
Shareholders of record at the close of business on September 27, 2000, are
entitled to vote at the Meeting. The Proposals are more fully discussed in the
Proxy Statement. Please read it carefully before telling us, through your proxy
or in person, how you wish your shares to be voted. The Board of Trustees of the
Trust recommends a vote to elect each of the nominees as Trustee and in favor of
each Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY
PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue,
Vice President & Secretary
October 16, 2000
PLEASE RETURN YOUR PROXY CARD PROMPTLY. YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN.
170
TABLE OF CONTENTS
Proxy Statement Page
Questions and Answers................................................3
Proposal 1: To elect a Board of Trustees.............................6
Proposal 2: To ratify the selection of Deloitte & Touche LLP as the
Independent Auditor for the Trust for the current fiscal
year
beginning July 1, 2000..................................16
Proposal 3 and 4: Approval of changes to certain fundamental policies of the
Trust
Introduction to Proposals 3 and 4......................16
Proposal 3: To approve the elimination of a fundamental investment
restriction
of the Trust............................................18
Proposal 4: To approve an amendment to a fundamental investment restriction
of the Trust............................................18
Proposal 5: To authorize the Trustees to adopt an Amendment to the Trust's
Declaration of Trust....................................19
Exhibit A: Amendment to the Declaration of Trust..................A-1
<PAGE>
CENTENNIAL GOVERNMENT TRUST
PROXY STATEMENT
QUESTIONS AND ANSWERS
Q. Who is Asking for My Vote?
A. The Trustees of Centennial Government Trust (the "Trust") have asked
that you vote on several matters at the Special Meeting of
Shareholders to be held on December 15, 2000.
Q. Who is Eligible to Vote?
A. Shareholders of record at the close of business on September 27,
2000 are entitled to vote at the Meeting or any adjourned meeting.
Shareholders are entitled to cast one vote for each matter presented
at the Meeting. The Notice of Meeting, proxy card and proxy
statement were mailed to shareholders of record on or about October
16, 2000.
Q. On What Matters Am I Being Asked to Vote?
A. You are being asked to vote on the following proposals:
1. To elect a Board of Trustees;
2. To ratify the selection of Deloitte & Touche LLP as the Independent
Auditor for the Trust;
3. To eliminate a fundamental investment restriction of the Trust;
4. To amend a fundamental investment restriction of the Trust, and
5. To authorize the Trustees to adopt an Amendment to the Declaration of
Trust.
Q. How do the Trustees Recommend that I Vote?
A. The Trustees unanimously recommend that you vote:
1. FOR election of all nominees as Trustees;
2. FOR ratification of the selection of Deloitte & Touche LLP as the
Independent Auditor for the Trust;
3. FOR the elimination of a fundamental investment restriction of the
Trust;
4. FOR the amendment of a fundamental investment restriction of the Trust;
and
5. FOR authorization of the Trustees to adopt an Amendment to the
Declaration of Trust.
Q. How Can I Vote?
A. You can vote in two (2) different ways:
o By mail, with the enclosed ballot o In person at the Meeting.
Whichever method you choose, please take the time to read the
full text of the proxy statement before you vote.
Q. How Will My Vote Be Recorded?
A. Proxy cards that are properly signed, dated and received at or prior
to the Meeting will be voted as specified. If you specify a vote for
any of the proposals, your proxy will be voted as indicated. If you
sign and date the proxy card, but do not specify a vote for one or
more of the proposals, your shares will be voted in favor of the
Trustees' recommendations.
Q. How Can I Revoke My Proxy?
A. You may revoke your proxy at any time before it is voted by
forwarding a written revocation or a later-dated proxy card to the
Trust that is received at or prior to the Meeting, or attending the
Meeting and voting in person.
Q. How Can I Get More Information About the Trust?
A. A copy of the Trust's annual report has previously been mailed to
Shareholders. If you would like to have copies of the Trust's
most recent annual report sent to you free of charge, please call
us toll-free at 1.800.456.1699 or write to the Trust at
Shareholder Services, Inc., P.O. Box 5143, Denver, Colorado
80217-5143.
Q. Whom Do I Call If I Have Questions?
A. Please call us at 1.800.456.1699
THIS PROXY STATEMENT IS DESIGNED TO FURNISH SHAREHOLDERS WITH THE INFORMATION
NECESSARY TO VOTE ON THE MATTERS COMING BEFORE THE MEETING. IF YOU HAVE ANY
QUESTIONS, PLEASE CALL US AT 1.800.456. 1699.
<PAGE>
CENTENNIAL GOVERNMENT TRUST
PROXY STATEMENT
Meeting of Shareholders
To Be Held December 15, 2000
This statement is furnished to the shareholders of Centennial Government Trust
(the "Trust"), in connection with the solicitation by the Trust's Board of
Trustees of proxies to be used at a special meeting of shareholders (the
"Meeting") to be held at 6803 South Tucson Way, Englewood, Colorado, 80112, at
10:00 A.M., Mountain time, on December 15, 2000, or any adjournments thereof. It
is expected that the mailing of this Proxy Statement will be made on or about
October 16, 2000.
SUMMARY OF PROPOSALS
-------------------------------------------------------------------------------
Proposal Shareholder Voting
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. To elect a Board of Trustees All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2. To ratify the selection of Deloitte & Touche LLP All
as Independent Auditor for the Trust for the
fiscal year beginning July 1, 2000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
3. To approve the elimination of the Trust's All fundamental investment
restriction on investing in any security not discussed in its prospectus or
Statement of Additional Information.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4. To approve an amendment to the Trust's All fundamental investment
restriction on investing in debt securities having a maturity greater than
one year.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
5. To authorize the Trustees to adopt an Amendment All
to the Trust's Declaration of Trust
-------------------------------------------------------------------------------
<PAGE>
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, twelve (12) Trustees are to be elected to hold office until the
next meeting of shareholders called for the purpose of electing Trustees and
until their successors are duly elected and shall have qualified. The persons
named as attorneys-in-fact in the enclosed proxy have advised the Trust that
unless a proxy instructs them to withhold authority to vote for all listed
nominees or any individual nominee, all validly executed proxies will be voted
by them for the election of the nominees named below as Trustees of the Trust.
As a Massachusetts business trust, the Trust does not contemplate holding annual
shareholder meetings for the purpose of electing Trustees. Thus, the Trustees
will be elected for indefinite terms until a special shareholder meeting is
called for the purpose of voting for Trustees and until their successors are
properly elected and qualified.
Each of the nominees (except for Messrs. Armstrong, Cameron and Marshall)
currently serves as a Trustee of the Trust. All of the nominees have consented
to be named as such in this proxy statement and have consented to serve as
Trustees if elected.
Each nominee indicated below by an asterisk is an "interested person" (as that
term is defined in the Investment Company Act of 1940, referred to in this Proxy
Statement as the "1940 Act") of the Trust due to the positions indicated with
the Trust's investment advisor, Centennial Asset Management Corporation (the
"Manager") or its affiliates, or other positions described. The beneficial
ownership of shares listed below includes voting and investment control, unless
otherwise indicated below. All of the Trustees own shares in one or more of the
Denver-based funds in the OppenheimerFunds family of mutual funds. If a nominee
should be unable to accept election, the Board of Trustees may, in its
discretion, select another person to fill the vacant position.
Name, Age, Address Trust Shares Beneficially Owned as of
And Five-Year Business Experience September 27, 2000 and % of Class
Owned
William L. Armstrong (63) 0
11 Carriage Lane
Littleton, CO 80121
Chairman of the following private mortgage banking companies: Cherry Creek
Mortgage Company (since 1991), Centennial State Mortgage Company (since 1994),
The El Paso Mortgage Company (since 1993), Transland Financial Services, Inc.
(since 1997), and Ambassador Media Corporation (since 1984); Chairman of the
following private companies: Frontier Real Estate, Inc. (residential real estate
brokerage) (since 1994), Frontier Title (title insurance agency) (since 1995)
and Great Frontier Insurance (insurance agency) (since 1995); Director of the
following public companies: Storage Technology Corporation (computer equipment
company) (since 1991), Helmerich & Payne, Inc. (oil and gas drilling/production
company) (since 1992), UNUMProvident (insurance company) (since 1991); formerly
Director of the following public companies: International Family Entertainment
(television channel) (1991 - 1997) and Natec Resources, Inc. (air pollution
control equipment and services company) (1991 - 1995); and formerly U.S. Senator
(January 1979 - January 1991). Director/trustee of 14 investment companies in
the OppenheimerFunds complex.
Name, Age, Address Trust Shares Beneficially Owned as of
And Five-Year Business Experience September 27, 2000 and % of Class
Owned
Robert G. Avis (69)* 0
10369 Clayton Road
St. Louis, MO 63131
Trustee since 1990.
Director and President of A.G. Edwards Capital, Inc. (General Partner of
private equity funds), formerly, until March 2000, Chairman, President and
Chief Executive Officer of A.G. Edwards Capital, Inc.; formerly, until March
1999, Vice Chairman and Director of A.G. Edwards and Vice Chairman of A.G.
Edwards & Sons, Inc. (its brokerage company subsidiary); until March 1999,
Chairman of A.G. Edwards Trust Company and A.G.E. Asset Management
(investment advisor); until March 2000, a Director of A.G. Edwards & Sons and
A.G. Edwards Trust Company. Director/trustee of 23 investment companies of
the OppenheimerFunds complex.
George C. Bowen (64) 0
9224 Bauer Court
Lone Tree, CO 80124
Trustee since 1998.
Formerly (until April 1999) Mr. Bowen held the following positions: Senior Vice
President (since September 1987) and Treasurer (since March 1985) of
OppenheimerFunds, Inc., an investment advisor; Vice President (since June 1983)
and Treasurer (since March 1985) of OppenheimerFunds Distributor, Inc., a
distributor subsidiary of OppenheimerFunds, Inc. and the Trust's
Sub-Distributor; Vice President (since October 1989) and Treasurer (since April
1986) of HarbourView Asset Management Corporation, an investment advisor
subsidiary of OppenheimerFunds, Inc.; Senior Vice President (since February
1992), Treasurer (since July 1991), Assistant Secretary and a director (since
December 1991) of Centennial Asset Management Corp., the Manager and Distributor
of the Trust; President, Treasurer and a director of Centennial Capital
Corporation (since June 1989) an investment advisor; Vice President and
Treasurer (since August 1978) and Secretary (since April 1981) of Shareholder
Services, Inc., the Trust's Transfer Agent; Vice President, Treasurer and
Secretary of Shareholder Financial Services, Inc. (since November 1989), a
transfer agent subsidiary of OppenheimerFunds, Inc.; Assistant Treasurer of
Oppenheimer Acquisition Corp. (since March 1998), OppenheimerFunds, Inc.'s
parent holding company; Treasurer of Oppenheimer Partnership Holdings, Inc.
(since November 1989), a holding company subsidiary of OppenheimerFunds, Inc.;
Vice President and Treasurer of Oppenheimer Real Asset Management, Inc. (since
July 1996), an investment advisor subsidiary of OppenheimerFunds, Inc.; and
Treasurer of OppenheimerFunds International Ltd. and Oppenheimer Millennium
Funds plc (since October 1997), offshore fund management subsidiaries of
OppenheimerFunds, Inc. Director/trustee of 18 investment companies in the
OppenheimerFunds complex.
* Trustee who is an Interested Person of the Trust.
Name, Age, Address Trust Shares Beneficially Owned as of
And Five-Year Business Experience September 27, 2000 and % of Class
Owned
Edward L. Cameron (62) 0
Spring Valley Road
Morristown, NJ 07960
Formerly (from 1974-1999) a partner with PricewaterhouseCoopers LLP (an
accounting firm) and Chairman, Price Waterhouse LLP Global Investment Management
Industry Services Group (from 1994-1998). Director/trustee of 8 investment
companies in the OppenheimerFunds complex.
Jon S. Fossel (58) 0
810 Jack Creek Road
Ennis, MT 59729
Trustee since 1990.
Formerly (until October 1996) Chairman and a director of OppenheimerFunds,
Inc., President and a director of Oppenheimer Acquisition Corp.; and
President and a director of Shareholder Services, Inc. and Shareholder
Financial Services, Inc. Director/trustee of 21 investment companies in the
OppenheimerFunds complex.
Sam Freedman (59) 0
4975 Lakeshore Drive
Littleton, CO 80123
Trustee since 1996.
Formerly (until October 1994) Chairman and Chief Executive Officer of
OppenheimerFunds Services, a transfer agent subsidiary of OppenheimerFunds,
Inc.; Chairman, Chief Executive Officer and a director of Shareholder
Services, Inc.; Chairman, Chief Executive Officer and director of Shareholder
Financial Services, Inc.; Vice President and director of Oppenheimer
Acquisition Corp.; and a director of OppenheimerFunds, Inc. Director/trustee
of 23 investment companies in the OppenheimerFunds complex.
<PAGE>
Name, Age, Address Trust Shares Beneficially Owned as of
And Five-Year Business Experience September 27, 2000 and % of Class
Owned
Raymond J. Kalinowski (71) 0
44 Portland Drive
St. Louis, MO 63131
Trustee since 1988.
Formerly a director of Wave Technologies International, Inc. (a computer
products training company), self-employed consultant (securities matters) and
director/trustee of 23 investment companies in the OppenheimerFunds complex.
C. Howard Kast (78) 0
2552 East Alameda, #30
Denver, CO 80209
Trustee since 1987.
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm) and
director/trustee of 23 investment companies in the OppenheimerFunds complex.
Robert M. Kirchner (79) 0
7500 E. Arapahoe Road
Suite 250
Englewood, CO 80112
Trustee since 1982.
President of The Kirchner Company (management consultants) and director/trustee
of 23 investment companies in the OppenheimerFunds complex.
Bridget A. Macaskill* (52) 0
Two World Trade Center
New York, NY 10048
Trustee since 1995
Chairman (since August 2000), Chief Executive Officer (since September 1995) and
a director (since December 1994) of OppenheimerFunds, Inc.; President, Chief
Executive Officer and a director (since March 2000) of OFI Private Investments,
Inc., an investment advisor subsidiary of OppenheimerFunds, Inc.; Chairman and a
director of Shareholder Services, Inc. (since August 1994) and Shareholder
Financial Services, Inc. (since September 1995), transfer agent subsidiaries of
OppenheimerFunds, Inc.; President (since September 1995) and a director (since
October 1990) of Name, Age, Address Trust Shares Beneficially Owned as of And
Five-Year Business Experience September 27, 2000 and % of Class
Owned
Oppenheimer Acquisition Corp., OppenheimerFunds, Inc.'s parent holding
company; President (since September 1995) and a director (since November
1989) of Oppenheimer Partnership Holdings, Inc., a holding company subsidiary
of OppenheimerFunds, Inc.; President and a director (since October 1997) of
OppenheimerFunds International Ltd., an offshore fund management
subsidiary of OppenheimerFunds, Inc. and of Oppenheimer Millennium Funds plc;
a director of HarbourView Asset Management Corporation (since July 1991) and
of Oppenheimer Real Asset Management, Inc. (since July 1996), investment
advisor subsidiaries of OppenheimerFunds, Inc.; a director (since April 2000)
of OppenheimerFunds Legacy Program, a charitable trust program established by
OppenheimerFunds, Inc.; a director of Prudential Corporation plc (a U.K.
financial service company); President and Managing General Partner for
Centennial America Fund, L.P.; and formerly President of OppenheimerFunds,
Inc. (June 1991 - August 2000). President and director/trustee of 20 other
investment companies in the OppenheimerFunds complex.
-------------------
* Trustee who is an Interested Person of the Trust.
F. William Marshall, Jr. (58) 0
87 Ely Road
Longmeadow, MA 01106
Formerly Chairman (1999) SIS & Family Bank, F.S.B. (formerly SIS Bank);
President, Chief Executive Officer and Director (1993-1999), SIS Bankcorp, Inc.
and SIS Bank (formerly, Springfield Institution for Savings); Executive Vice
President (1999), Peoples Heritage Financial Group, Inc.; Chairman and Chief
Executive Officer (1990-1993), Bank of Ireland First Holdings, Inc. and First
New Hampshire Banks; Trustee (since 1996), MassMutual Institutional Funds
(open-end investment company); Trustee (since 1996), MML Series Investment Fund
(open-end investment company). Director/trustee of 2 other investment companies
in the OppenheimerFunds complex.
James C. Swain* (66) 0
6803 South Tucson Way
Englewood, CO 80112
Trustee since 1982.
Vice Chairman of OppenheimerFunds, Inc. (since September 1988); formerly
President and a director of the Manager, and Chairman of the Board of
Shareholder Services, Inc. Director/trustee
and Chairman of the Board and CEO of 23 investment companies in the
OppenheimerFunds complex.
Under the Investment Company Act of 1940 (the "1940 Act"), the Board of Trustees
may fill vacancies on the Board of Trustees or appoint new Trustees only if,
immediately thereafter, at least two-thirds of the Trustees will have been
elected by shareholders. Currently, four of the Trust's nine Trustees have not
been elected by shareholders. In addition, the Board of Trustees has nominated
Mr. Armstrong, Mr. Cameron and Mr. Marshall to become independent Trustees of
the
Trust. In light of the fact that only five of the Trust's Trustees have been
elected by shareholders, it follows that a meeting of shareholders needs to be
held to elect Trustees.
Under the 1940 Act, the Trust is also required to call a meeting of
shareholders promptly to elect Trustees if at any time less than a majority of
the Trustees have been elected by shareholders. By holding a meeting to elect
Trustees at this time, the Trust may be able to delay the time at which another
shareholder meeting is required for the election of Trustees, which will result
in a savings of the costs associated with holding a meeting.
The primary responsibility for the management of the Trust rests with the Board
of Trustees. The Trustees meet regularly to review the activities of the Trust
and of the Manager, which is responsible for its day-to-day operations. Six
regular meetings of the Trustees were held during the fiscal year ended June 30,
2000. Each of the incumbent Trustees was present for at least 75% of the
meetings held of the Board and of all committees on which that Trustee served.
The Trustees have appointed an Audit Committee, comprised of Messrs. Kast
(Chairman), and Kirchner, none of whom is an "interested person," as defined in
the 1940 Act, of the Manager or the Trust. Mr. Cameron will become a member of
the Audit Committee if approved as a Trustee of the Trust by shareholders. The
Committee met four times during the fiscal year ended June 30, 2000. The Board
of Trustees does not have a standing, nominating or compensation committee. The
Audit Committee furnishes the Board with recommendations regarding the selection
of the Independent Auditor. The other functions of the Committee include (i)
reviewing the methods, scope and results of audits and the fees charged; (ii)
reviewing the adequacy of the Trust's internal accounting procedures and
controls; (iii) establishing a separate line of communication between the
Trust's Independent Auditors and its independent Trustees, and (iv) selecting
and nominating the independent Trustees.
The Trustees who are not affiliated with the investment advisor ("Non-affiliated
Trustees") are paid a retainer plus a fixed fee for attending each meeting and
are reimbursed for expenses incurred in connection with attending such meetings.
Each of the current Trustees also serves as a trustee or director of other
Denver-based investment companies in the OppenheimerFunds complex. Each fund in
the Denver-based OppenheimerFunds complex for which they serve as a director or
trustee pays a share of these expenses.
The officers of the Trust are affiliated with the Manager. They and the Trustees
of the Trust who are affiliated with the Manager (Ms. Macaskill and Mr. Swain)
receive no salary or fee from the Trust. The remaining Trustees of the Trust
received the compensation shown below from the Trust during the fiscal year
ended June 30, 2000, and from all of the Denver-based Oppenheimer funds
(including the Trust) for which they served as Trustee, Director or Managing
General Partner during the calendar year ended December 31, 1999. Compensation
is paid for services in the positions below their names:
<PAGE>
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Trustee's Name and Aggregate Number of Boards Total
Other Positions Compensation Within Oppenheimer Compensation
from Trust 1 Funds Complex on From all
Which Trustee Served Oppenheimer
as of 12/31/99 Funds2
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--------------------------------------------------------------------------------
Robert G. Avis $1,851 22 $67,998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William A. Baker4 $1,851 22 $67,998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
George C. Bowen $1,012 17 $23,879
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jon S. Fossel $1,900 20 $66,586
Review Committee Member 3
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--------------------------------------------------------------------------------
Sam Freedman $2,014 22 $73,998
Chairman, Review Committee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Raymond J. Kalinowski $1,965 22 $73,248
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
C. Howard Kast $2,180 22 $78,873
Chairman, Audit Committee,
Review Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert M. Kirchner $1,907 22 $69,248
Audit Committee Member3
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ned M. Steel4 $1,851 22 $67,998
--------------------------------------------------------------------------------
1 For the Trust's fiscal year ended 6/30/00.
2. For the 1999 calendar year.
3. Committee position held during a portion of the period shown.
4. Effective July 1, 2000, Messrs. Baker and Steel resigned as Trustees of
the Trust.
The Board of Trustees has also adopted a Deferred Compensation Plan for
Non-affiliated Trustees that enables Trustees to elect to defer receipt of all
or a portion of the annual fees they are entitled to receive from the Trust. As
of December 31, 1999, none of the Trustees elected to do so. 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
determined based upon the performance of the selected funds. Deferral of
Trustees' fees under the plan will not materially affect the Trust's assets,
liabilities or net income per share. The plan will not obligate the Trust to
retain the services of any Trustee or to pay any particular amount of
compensation to any Trustee.
Each officer of the Trust is elected by the Trustees to serve an annual term.
Information is given below about the executive officers who are not Trustees of
the Trust, including their business experience during the past five years.
Messrs. Donohue, Wixted, Bishop, Zack and Farrar serve in a similar capacity
with several other funds in the OppenheimerFunds complex.
Name, Age, Address and Five-Year Business Experience
Carol E. Wolf, Vice President and Portfolio Manager since 1990; Age: 47
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President of the OppenheimerFunds, Inc. (since June 1990); an
officer of other Oppenheimer funds.
Andrew J. Donohue, Vice President and Secretary since 1996; Age: 50
Two World Trade Center, New York, NY 10048
Executive Vice President (since January 1993), General Counsel (since October
1991) and a director (since September 1995) of OppenheimerFunds, Inc.; Executive
Vice President and General Counsel (since September 1993) and a director (since
January 1992) of OppenheimerFunds Distributor, Inc.; Executive Vice President,
General Counsel and a director of HarbourView Asset Management Corporation,
Shareholder Services, Inc., Shareholder Financial Services, Inc. and (since
September 1995) Oppenheimer Partnership Holdings, Inc.; President and a director
of the Manager (since September 1995); President, General Counsel and a director
of Oppenheimer Real Asset Management, Inc. (since July 1996); General Counsel
(since May 1996) and Secretary (since April 1997) of Oppenheimer Acquisition
Corp.; Vice President and a director of OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (since October 1997); a director (since April
2000) of OppenheimerFunds Legacy Program; an officer of other Oppenheimer funds.
Brian W. Wixted, Treasurer since April, 1999; Age: 41
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since April 1999) of OppenheimerFunds,
Inc.; Treasurer (since March 1999) of HarbourView Asset Management
Corporation, Shareholder Services, Inc., Shareholder Financial Services, Inc.
and Oppenheimer Partnership Holdings, Inc. (since April 1999); Assistant
Treasurer of Oppenheimer Acquisition Corp. (since April 1999); Assistant
Secretary of the Manager (since April 1999); formerly Principal and Chief
Operating Officer, Bankers Trust Company - Mutual Fund Services Division
(March 1995 - March 1999); Vice President and Chief Financial Officer of CS
First Boston Investment Management Corp. (September 1991 - March 1995); and
Vice President and Accounting Manager, Merrill Lynch Asset Management
(November 1987 - September 1991).
Robert G. Zack, Assistant Secretary since 1990; Age: 52
Two World Trade Center, New York, NY 10048
Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of OppenheimerFunds, Inc.; Assistant Secretary of Shareholder
Services, Inc. (since May 1985), and Shareholder Financial Services, Inc.
(since November 1989); Assistant Secretary of OppenheimerFunds International
Ltd. and Oppenheimer Millennium Funds plc (since October 1997); an officer of
other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer since April 1994; Age: 41
6803 South Tucson Way, Englewood, CO 80112
Vice President of OppenheimerFunds, Inc./Mutual Fund Accounting (since May
1996); an officer of other Oppenheimer funds; formerly an Assistant Vice
President of OppenheimerFunds, Inc./Mutual Fund Accounting (April 1994 - May
1996), and a Fund Controller for OppenheimerFunds, Inc.
Scott T. Farrar, Assistant Treasurer since April 1994; Age: 35
6803 South Tucson Way, Englewood, CO 80112
Vice President of OppenheimerFunds, Inc./Mutual Fund Accounting (since May
1996); Assistant Treasurer of Oppenheimer Millennium Funds plc (since October
1997); an officer of other Oppenheimer funds; formerly an Assistant Vice
President of OppenheimerFunds, Inc./Mutual Fund Accounting (April 1994 - May
1996), and a Fund Controller for OppenheimerFunds, Inc.
All officers serve at the pleasure of the Board.
As of September 27, 2000, the Trustees and officers as a group beneficially
owned 825,493.950 shares, or less than 1% of the outstanding shares of the
Trust.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE AS
TRUSTEE.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
The Board of Trustees of the Trust, including a majority of the Trustees who are
not "interested persons" (as defined in the 1940 Act) of the Trust or the
Manager selected Deloitte & Touche LLP ("Deloitte") as auditor of the Trust for
the fiscal year beginning July 1, 2000. Deloitte also serves as auditor for the
Manager, certain of its affiliates and certain other funds for which the
Manager, and certain of its affiliates, act as investment advisor. At the
Meeting, a resolution will be presented for the shareholders' vote to ratify the
selection of Deloitte as auditor. Representatives of Deloitte are not expected
to be present at the Meeting but will have the opportunity to make a statement
if they desire to do so and will be available should any matter arise requiring
their presence.
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF THE SELECTION OF DELOITTE AS
AUDITOR OF THE TRUST.
PROPOSALS 3 and 4: APPROVAL OF CHANGES TO CERTAIN FUNDAMENTAL POLICIES OF THE
TRUST
Introduction to Proposals 3 and 4
The Trust is subject to certain investment restrictions which govern the Trust's
investment activities. Under the 1940 Act, certain investment restrictions are
required to be "fundamental," which means that they can only be changed by a
shareholder vote. An investment company may designate additional restrictions
that are fundamental, and it may also adopt "non-fundamental" restrictions,
which may be changed by the Trustees without shareholder approval. The Trust has
adopted certain fundamental investment restrictions that are set forth in its
prospectus or Statement of Additional Information, which cannot be changed
without the requisite shareholder approval described below under "Further
Information about Voting at the Meeting." Policies that the Trust has not
specifically designated as being fundamental are considered to be
"non-fundamental" and may be changed by the Trustees without shareholder
approval.
After the Trust was established in 1982, certain legal and regulatory
requirements applicable to registered investment companies (also referred to as
"funds") changed. Accordingly, the Trustees recommend that the Trust's
shareholders approve the amendment or elimination of certain of the Trust's
current fundamental investment restrictions. The purpose of each Proposal is to
provide the Trust with the maximum flexibility permitted by law to pursue its
investment objectives and policies and to standardize the Trust's policy in this
area to one which is expected to become standard for most of the Centennial
funds. The proposed standardized restrictions satisfy current federal regulatory
requirements and are written to provide flexibility to respond to future legal,
regulatory, market or technical changes.
By both standardizing and reducing the total number of investment restrictions
that can be changed only by a shareholder vote, the Trustees believe that it
will assist the Trust and the Manager in maintaining compliance with the various
investment restrictions to which the Trust is subject, and that the Trust will
be able to minimize the costs and delays associated with holding future
shareholder meetings to revise fundamental investment policies that have become
outdated or inappropriate. The Trustees also believe that the investment
advisor's ability to manage the Trust's assets in a changing investment
environment will be enhanced, and that investment management opportunities will
be increased by these changes.
The proposed standardized changes will not affect the Trust's investment
objective. Although the proposed changes in fundamental investment restrictions
will provide the Trust greater flexibility to respond to future investment
opportunities, the Board does not anticipate that the changes, individually or
in the aggregate, will result in a material change in the level of investment
risk associated with investment in the Trust. Additionally, the Board does not
anticipate that the proposed changes will materially affect the manner in which
the Trust is managed. If the Board determines in the future to change materially
the manner in which the Trust is managed, the prospectus will be amended.
The recommended changes are specified below. Shareholders are requested to vote
on Proposal 3 and Proposal 4 separately. If approved, the effective date of
these Proposals may be delayed until the Trust's updated Prospectus and/or
Statement of Additional Information can reflect the changes. If Proposal 3 or
Proposal 4 is not approved, the fundamental investment restriction covered in
that Proposal will remain unchanged.
PROPOSAL 3: APPROVAL OF THE ELIMINATION OF THE TRUST'S FUNDAMENTAL INVESTMENT
RESTRICTION ON INVESTING IN ANY SECURITY NOT DISCUSSED IN THE PROSPECTUS OR
STATEMENT OF ADDITIONAL INFORMATION
The Trust is currently subject to a fundamental investment restriction
concerning its investment in any security not discussed in its prospectus or
Statement of Additional Information. The Board requests that shareholders
eliminate this fundamental investment limitation. The current fundamental policy
is:
Current
The Trust cannot invest in any security other than those discussed in the
Prospectus or Statement of Additional Information under "Investment
Objective and Policies."
The restriction is not required to be fundamental and limits the Trust's
investments to only those described in the prospectus or Statement of Additional
Information even if an investment would otherwise be permissible. The
elimination of this fundamental policy would give the Trust more flexibility and
permit more diversification. The Trust will continue to invest principally in
U.S. government securities. The Board does not believe that this change will
increase the overall risk to the Trust.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THE PROPOSAL
DESCRIBED ABOVE
PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE FUNDAMENTAL INVESTMENT RESTRICTION
on Investing in Debt Securities having a maturity greater than one year.
The Trust currently has a fundamental investment restriction that prohibits it
from investing in any debt security that has a maturity in excess of one year
from the date of investment. This restriction limiting the maturity of debt
securities to one year or less is more restrictive than Rule 2a-7 of the
Investment Company Act of 1940 which permits a money market fund to purchase
securities with maturities, at the time of purchase, of up to 397 days. This
restriction was drafted from Rule 2a-7 as it was originally adopted. It was
subsequently changed to permit money market funds to purchase securities with
maturities, at the time of purchase, of up to 397 days.
Since the Trust is limited to investing only in securities that have a remaining
maturity of one year or less as opposed to a remaining maturity of up to 397
days, it is precluded from investing in newly issued debt securities for
approximately one month (until the newly issued debt securities have a remaining
maturity of one year or less). Shareholders are being asked to approve the
following changes to this fundamental restriction:
-------------------------------------------------------------------------------
Current
--------------------------------------------------------------------------
The Trust cannot concentrate investments to the extent of 25% of its assets
in any industry; however, there is no limitation as to investment in
obligations issued by banks, savings and loan associations or the U.S.
government and its agencies or instrumentalities.
Proposed
The Trust cannot invest 25% or more of its total assets in any one
industry; however, for the purposes of this restriction municipal
securities and U.S. government obligations are not considered to be part of
any single industry.
The time period for maturity provided in Rule 2a-7 is currently up to 397 days.
The proposed changes will permit the Trust to invest in a broader range of
securities permitting broader diversification. The Board does not believe that
these changes will increase the overall risk to the Trust.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THE PROPOSAL
DESCRIBED ABOVE.
PROPOSAL 5: ADOPTION OF AN AMENDMENT TO THE TRUST'S DECLARATION OF TRUST
The Board of Trustees has approved and recommends that the shareholders of the
Trust authorize them to adopt and execute the Amendment to the Trust's
Declaration of Trust for the Trust in the form attached to this Proxy Statement
as Exhibit A (the "Amendment"). It has been marked to show the changes from the
Trust's current Declaration of Trust. Adoption of the Amendment will not result
in any changes in the Trust's Trustees or officers or in the investment policies
and shareholder services described in the Trust's current prospectus. The
Trustees approved the form of the Amendment and authorized the submission of the
Amendment to the Trust's shareholders for their authorization at this Meeting.
Generally, a majority of the Trustees may only amend the current Declaration of
Trust when authorized to do so by a "majority of the outstanding voting
securities" (as defined in the 1940 Act) of the Trust. The Amendment would
permit the Trustees, with certain exceptions, to amend the Declaration of Trust
without shareholder approval.
The current Declaration of Trust generally gives shareholders the exclusive
power to amend the Declaration of Trust with certain limited exceptions. Under
the proposed Amendment, shareholders would still generally retain the right to
vote on any amendment affecting their right to vote, on any amendment affecting
the Declaration of Trust's amendment provisions, on any amendment affecting the
shareholders' rights to indemnification, and on any amendment affecting the
shareholders' rights to vote on the merger or sale of the Trusts' assets to
another issuer. However, by approving the Amendment, shareholders would be
allowing Trustees to amend other provisions of the Declaration of Trust. This
would give the Trustees the necessary authority to make changes to standardize
the provisions of the Declaration of Trust with the Declarations of Trust for
the other Centennial funds and react quickly to future contingencies. The
Trustees would not have the authority to change a fundamental policy of the
Trust without shareholder approval.
Under certain circumstances, it may not be in the shareholders' interest to
require a shareholder meeting to permit an amendment to the Declaration of
Trust. Under the current Declaration of Trust, the Trustees cannot effectuate
any amendment without first conducting a shareholder meeting and incurring the
attendant costs and delays.
In contrast, the Amendment generally gives the Trustees the flexibility to amend
any provision of the Declaration of Trust other than those provisions affecting
the shareholders' right to vote on:
o any amendment affecting the Declaration of Trust's amendment
provisions,
o on any amendment affecting the shareholders' rights to indemnification,
and
o on any amendment affecting the shareholders' rights to vote on the
merger or sale of the Trusts', series', or classes' assets to another
issuer.
Before approving any amendment to the Declaration of Trust without shareholder
approval, the Trustees have a fiduciary responsibility to first determine that
the amendment is in the shareholders' interest. Any exercise of the Trustees'
increased authority under the Amendment is also subject to any applicable
requirements of the 1940 Act and Massachusetts law.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THIS PROPOSAL
INFORMATION ABOUT THE TRUST
The SEC requires that the following information be provided to the Trust's
shareholders.
Trust Information. As of September 27, 2000, the Trust had 1,230,642,520.280
shares outstanding. Each share has voting rights as stated in this Proxy
Statement and is entitled to one vote for each share (and a fractional vote for
a fractional share).
Beneficial Owners. The number of shares of the Trust held in "street name"
accounts of securities dealers for the benefit of their clients exceeds 5%
of the total shares outstanding. As of September 27, 2000, A.G. Edwards &
Sons, Inc. ("Edwards"), 1 North Jefferson Avenue, St. Louis, Missouri 63103,
owned 1,148,368,485.270 shares of the Trust, or 93.32% of the outstanding
total outstanding shares.
The Manager, the Distributor and the Transfer Agent. Subject to the
authority of the Board of Trustees, the Manager is responsible for the
day-to-day management of the Trust's business, pursuant to its investment
advisory agreement with the Trust. Centennial Asset Management Corporation,
a wholly-owned subsidiary of OppenheimerFunds, Inc., is the general
distributor (the "Distributor") of the Trust's shares. Shareholder Services,
Inc., a subsidiary of the
OppenheimerFunds, Inc., located at 6803 South Tucson Way, Englewood, CO
80112, serves as the transfer and shareholder servicing agent (the "Transfer
Agent") for the Trust on an "at cost" basis.
The Manager (including subsidiaries and affiliates) currently manages investment
companies, including other Oppenheimer funds, with assets of more than $125
billion as of June 30, 2000, and with more than 5 million shareholder accounts.
The Manager is a wholly-owned subsidiary of OppenheimerFunds, Inc., which is a
wholly-owned subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a holding
company controlled by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Manager, OppenheimerFunds, Inc., and the Distributor are
located at 6803 South Tucson Way, Englewood, Colorado 80112. OAC is located at
Two World Trade Center, New York, New York 10048. MassMutual is located at 1295
State Street, Springfield, Massachusetts 01111. OAC acquired OppenheimerFunds,
Inc. and the Manager on October 22, 1990. As indicated below, the common stock
of OAC is owned by (i) certain officers and/or directors of OppenheimerFunds,
Inc., (ii) MassMutual and (iii) another investor. No institution or person holds
5% or more of OAC's outstanding common stock except MassMutual. MassMutual has
engaged in the life insurance business since 1851.
The common stock of OAC is divided into three classes. Effective as of August 1,
1997, OAC declared a ten for one stock split. On December 31, 1999, on a
post-split basis, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 10,565,715 shares of Class B voting stock, and (iii)
18,377,759 shares of Class C non-voting stock. This collectively represented
91.9% of the outstanding common stock and 90.4% of the voting power of OAC as of
that date. Certain officers and/or directors of OppenheimerFunds, Inc. held (i)
3,035,120 shares of the Class B voting stock, representing 5.5% of the
outstanding common stock and 8.5% of the voting power, and (ii) options acquired
without cash payment which, when they become exercisable, allow the holders to
purchase up to 1,508,523 shares of Class C non-voting stock. That group includes
persons who serve as officers of the Trust and Bridget A. Macaskill, who serves
as a Trustee of the Trust.
Holders of OAC Class B and Class C common stock may put (sell) their shares and
vested options to OAC or MassMutual at a formula price (based on earnings of
OppenheimerFunds, Inc.). MassMutual may exercise call (purchase) options on all
outstanding shares of both such classes of common stock and vested options at
the same formula price. From the period July 1, 1999 to June 30, 2000, the only
transactions on a post-split basis by persons who serve as Trustees of the Trust
were by Mr. Swain who surrendered for cancellation 50,000 options to Mass Mutual
for a cash payment of $1,712,000 and Ms. Macaskill who surrendered for
cancellation 434,873 options to Mass Mutual for a cash payment of $14,770,051.
The names and principal occupations of the executive officers and directors of
the Manager are as follows: Andrew J. Donohue, President and a director, Robert
Agan, Vice President, Arthur J. Zimmer, Vice President, Ray Olson, Treasurer,
Katherine P. Feld, Secretary and a director, and Brian Wixted, Assistant
Treasurer. These officers are located at one of the two offices of the Manager:
Two World Trade Center, New York, NY 10048-0203 or 6803 South Tucson Way,
Englewood, CO 80112.
Custodian. CitiBank, NA, 399 Park Avenue, NY, NY 10043, acts as custodian
of the Trust's securities and other assets.
Reports to Shareholders and Financial Statements. The Annual Report to
Shareholders of the Trust, including financial statements of the Trust for the
fiscal year ended June 30, 2000 has previously been sent to all shareholders.
Upon request, shareholders may obtain without charge a copy of the Annual Report
by writing the Trust at the address above or calling the Trust at
1.800.456.1699.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. The cost of soliciting these proxies will be borne by
the Trust. In addition to solicitations by mail, proxies may be solicited by
officers or employees of the Trust's transfer agent or by officers or employees
of the Trust's investment advisor, personally or by telephone or telegraph;
without extra compensation. Proxies may also be solicited by a proxy
solicitation firm hired at the Trust's expense for such purpose. Brokers, banks
and other fiduciaries may be required to forward soliciting material to their
principals and to obtain authorization for the execution of proxies. For those
services they will be reimbursed by the Trust for their out-of-pocket expenses.
It is anticipated that the cost of engaging a proxy solicitation firm would not
exceed $20,000 plus the additional costs which would be incurred in connection
with contacting those shareholders who have not voted.
Voting By Broker-Dealers. Shares owned of record by broker-dealers for the
benefit of their customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted by applicable
stock exchange rules) as record holder vote such shares on the Proposals in the
same proportion as that broker-dealer votes street account shares for which
voting instructions were received in time to be voted. A "broker non-vote" is
deemed to exist when a proxy received from a broker indicates that the broker
does not have discretionary authority to vote the shares on that matter.
Abstentions and broker non-votes will have the same effect as a vote against the
proposal.
Quorum. One-third of the shares outstanding and entitled to vote, present in
person or represented by proxy, constitutes a quorum at the Meeting. Shares over
which broker-dealers have discretionary voting power, shares that represent
broker non-votes and shares whose proxies reflect an abstention on any item are
all counted as shares present and entitled to vote for purposes of determining
whether the required quorum of shares exists.
Required Vote. Approval of Proposals 1 and 2 require a majority vote of the
outstanding shares present at the meeting. Approval of Proposals 3, 4 and 5
requires the affirmative vote of a majority of the outstanding voting securities
of the Trust. As defined in the 1940 Act, the vote of a majority of the
outstanding shares means the vote of (1) 67% or more of the Trust's outstanding
shares present at a meeting, if the holders of more than 50% of the outstanding
shares of the Trust are present or represented by proxy; or (2) more than 50% of
the Trust's outstanding shares, whichever is less.
If a shareholder executes and returns a proxy but fails to indicate how the
votes should be cast, the proxy will be voted in favor of the election of each
of the nominees named in this Proxy Statement for Trustee and in favor of each
Proposal.
You may revoke your previously granted proxy at any time before it is exercised
(1) by delivering a written notice to the Trust expressly revoking your proxy,
(2) by signing and forwarding to the Trust a later-dated proxy, or (3) by
attending the Meeting and casting your votes in person.
Shareholder Proposals. The Trust is not required to hold shareholder meetings on
a regular basis. Special meetings of shareholders may be called from time to
time by either the Trust or the shareholders (for certain matters and under
special conditions described in the Statement of Additional Information). Under
the proxy rules of the Securities and Exchange Commission, shareholder proposals
which meet certain conditions may be included in a Trust's proxy statement for a
particular meeting. Those rules require that for future meetings, the
shareholder must be a record or beneficial owner of Trust shares either (i) with
a value of at least $2,000 or (ii) in an amount representing at least 1% of the
Trust's securities to be voted, at the time the proposal is submitted and for
one year prior thereto, and must continue to own such shares through the date on
which the meeting is held. Another requirement relates to the timely receipt by
the Trust of any such proposal. Under those rules, a proposal submitted for
inclusion in the Trust's proxy material for the next meeting after the meeting
to which this proxy statement relates must be received by the Trust a reasonable
time before the solicitation is made. The fact that the Trust receives a
proposal from a qualified shareholder in a timely manner does not ensure its
inclusion in the proxy material, since there are other requirements under the
proxy rules for such inclusion.
OTHER MATTERS
Management of the Trust knows of no business other than the Proposals specified
above that will be presented at the Meeting. Since matters not known at the time
of the solicitation may come before the Meeting, the proxy as solicited confers
discretionary authority with respect to such matters as properly come before the
Meeting, including any adjournment or adjournments thereof, and it is the
intention of the persons named as attorneys-in-fact in the proxy to vote the
proxy in accordance with their judgment on such matters.
The Board does not intend to bring any matters before the Meeting other than
Proposals 1 through 5 and is not aware of any other matters to be brought before
the Meeting by others. If any other matters do properly come before the Meeting,
the persons named in the enclosed proxy will use their best judgment in voting
on such matters.
In the event sufficient votes in favor of one or more Proposals set forth in the
Notice of Meeting of Shareholders are not received by the date of the Meeting,
the persons named in the enclosed proxy may propose one or more adjournments of
the Meeting. If a quorum is present but sufficient votes in favor of one or more
of the Proposals have not been received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies with respect to any such proposal. All such adjournments will require
the affirmative vote of a majority of the shares present in person or by proxy
at the session of the Meeting to be adjourned. A vote may be taken on one or
more of the proposals in this proxy statement prior to any such adjournment if
sufficient votes for its approval have been received and it is otherwise
appropriate.
By Order of the Board of Trustees,
Andrew J. Donohue,
Vice President & Secretary
October 16, 2000
<PAGE>
Exhibit A
Amendment to Declaration of Trust
of
Centennial Government Trust
This amendment to the Declaration of Trust of Centennial Government Trust is
executed this _____ day of _____________, 2000.
WHEREAS, the Trustees established Centennial Government Trust (the "Trust"), a
business trust, under the laws of the Commonwealth of Massachusetts, for the
investment and reinvestment of funds contributed thereto, under an Agreement and
Declaration of Trust dated August 31, 1981 as filed with the Commonwealth of
Massachusetts; and
WHEREAS, part 5, Article NINTH of the Declaration of Trust requires that
amendments thereto be by an instrument in writing signed by an officer of the
Trust pursuant to a majority vote of the Trustees and filed with the
Commonwealth of Massachusetts; and
WHEREAS, the Trustees now desire to amend the Declaration of Trust and such
amendments and filing thereof have been approved by a majority of the Trustees.
NOW, THEREFORE,
1. Part 7, Article NINTH of the Declaration of Trust is hereby amended as
follows:
If authorized by vote of the Trustees and the favorable vote of the
holders of more than 50% the outstanding shares, entitled to vote,
or by any larger vote which may be required by applicable law in any
particular case, the Trustees shall, The Trustees may, without the
vote or consent of the Shareholders, amend or otherwise supplement
this instrument, by making Declaration of Trust by executing or
authorizing an officer of the Trust to execute on their behalf a
Restated Declaration of Trust supplemental hereto, which thereafter
shall for a part hereof; any such Supplemental or Restated
Declaration of Trust may be executed by and on behalf of the Trust
and the Trustees by an officer or officers of the Trust. , provided,
however, that none of the following amendments shall be effective
unless also approved by a favorable vote of the holders of a
"majority" of the outstanding securities, as defined in the 1940
Act, or by any larger vote which may be required by applicable law
in any particular case: (i) any amendment to parts 1 and 2, Article
FIFTH; (ii) any amendment to this part 7, Article NINTH; (iii) any
amendment to Part 1, Article NINTH; and (iv) any amendment to part
4(a), Article NINTH that would change the voting rights of
Shareholders contained therein. Any amendment required to be
submitted to the Shareholders that, as the Trustees determine, shall
affect the Shareholders of any class shall, with respect to the
class so affected, be authorized by vote of the Shareholders of that
class and no vote of Shareholders of a class not affected by the
amendment to respect to that class shall be required.
Notwithstanding anything else herein, any amendment to Article
NINTH, part 1 shall not limit the rights to indemnification or
insurance provided therein with respect to action or omission or
indemnities or Shareholder indemnities prior to such amendment.
2. Part 1, Article FIFTH of the Declaration of Trust is hereby amended as
follows:
The Shareholders shall have the power to vote (i) for the election
of Trustees, (ii) with respect to the amendment of this Declaration
of Trust, to the extent and as provided in part 7, Article NINTH,
(iii) to the same extent as the shareholders of a Massachusetts
business corporation, as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or
as a class action on behalf of the Trust or the Shareholders, and
(iv) with respect to those matters relating to the Trust as may be
required by the 1940 Act or authorized required by law, by this
Declaration of Trust, or the By-Laws of the Trust or any
registration statement of the Trust filed with the Commission or any
State, or as the Trustees may consider desirable.
3. These revisions to the Declaration of Trust shall become effective on
_______________, 2000.
4. All other terms and conditions of the Declaration of Trust shall remain
the same.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be signed
on the day and year first set forth above.
[signature line omitted]
sharedate\proxies\2000\170proxy2000rev
<PAGE>
Bridget A. Macaskill
President Centennial Government Trust
PO Box 5143
Denver, CO 80217-5143
800.456.1699
October 16, 2000
Dear Centennial Government Trust Shareholder,
We have scheduled a shareholder meeting on December 15, 2000 for you to
decide upon some important proposals for the Trust. Your ballot card and a
detailed statement of the issues are enclosed with this letter.
Your Board of Trustees believes the matters being proposed for approval
are in the best interests of the Trust and its shareholders and recommends a
vote "for" the election of Trustees and for each Proposal. Regardless of the
number of shares you own, it is important that your shares be represented and
voted. So we urge you to consider these issues carefully and make your vote
count.
How do you vote?
To cast your vote, simply mark, sign and date the enclosed proxy ballot
and return it in the postage-paid envelope today. Remember, it can be expensive
for the Trust--and ultimately for you as a shareholder--to remail ballots if not
enough responses are received to conduct the meeting.
What are the issues?
o Election of Trustees. You are being asked to consider and approve the
election of twelve Trustees. You will find detailed information on the
Trustees in the enclosed proxy statement.
o Ratification of Auditors. The Board is asking you to ratify the selection of
Deloitte & Touche LLP as independent auditors of the Trust for the current
fiscal year.
o Approval of Elimination of a Fundamental Investment Restriction. Your
approval is requested to eliminate a fundamental investment restriction of
the Trust.
o Approval of Amendment to a Fundamental Investment Restriction. Your
approval is requested to amend a fundamental investment restrictions of
the Trust.
o Authorize the Trustees to Adopt an Amendment to the Declaration of Trust.
Please read the enclosed proxy statement for complete details on these
proposals. Of course, if you have any questions, please contact your financial
advisor, or call us at 1-800-456-1699. As always, we appreciate your confidence
in Centennial Government Trust and look forward to serving you for many years to
come.
Sincerely,
Bridget A. Macaskill's signature
Enclosures
XP0170.003.1000
