Registration No. 2-46891
File No. 811-2346
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. 37 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 30 / X /
DAILY CASH ACCUMULATION FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
3410 South Galena Street, Denver, Colorado 80231
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(Address of Principal Executive Offices)
303-671-3200
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(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
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 April 17, 1995, pursuant to paragraph (b)
/ / 60 days after filing, pursuant to paragraph (a)
/ / On _______________ pursuant to paragraph (a)(1)
/ / 75 days after filing, pursuant to paragraph (a)(2)
/ / On _______________ pursuant to paragraph (a)(2) of Rule
485
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The Registrant has registered an indefinite number of 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 December 31, 1994 was filed on February 27, 1995.
<PAGE>
FORM N-1A
DAILY CASH ACCUMULATION FUND, INC.
Cross Reference Sheet
---------------------
Part A of
Form N-1A
Item No. Prospectus Heading
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1 Cover Page
2 Fund Expenses
3 Financial Highlights; Yield Information
4 Cover Page; The Fund and Its Investment Policies; Investment
Restrictions
5 Management of the Fund; Fund Expenses; Inside Back Cover;
Additional Information - The Custodian and the Transfer
Agent
6 Dividends, Distributions and Tax Information; Additional
Information; Management of the Fund
7 How To Buy Shares; Exchanges of Shares and Retirement Plans;
How to Redeem Shares
8 How to Redeem Shares
9 *
Part B of
Form N-1A
Item No. Heading in Statement of Additional Information
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10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Investment Restrictions;
Appendix A - Description of Securities Ratings
14 Directors and Officers; Investment Management Services
15 Investment Objective and Policies; Directors and Officers -
Major Shareholders
16 Investment Management Services; Service Plan
17 Investment Management Services - Portfolio Transactions
18 (Prospectus - "Additional Information - Description of
Capital Stock")
19 Yield Information; Purchase, Redemption and Pricing of
Shares; Automatic Withdrawal Plan Provisions
20 (Prospectus - "Dividend, Distributions and Tax Information")
21 (Prospectus-"How To Buy Shares"); Service Plan; Additional
Information - General Distributor's Agreement
22 Yield Information
23 Financial Statements
_______________
* Not applicable or negative answer.
<PAGE>
Daily Cash Accumulation Fund, Inc.
3410 South Galena Street, Denver, Colorado 80231
Telephone: 1-800-525-9310
Daily Cash Accumulation Fund, Inc. (the "Fund") is a no-load "money
market" mutual fund with the investment objective of seeking the maximum
current income that is consistent with low capital risk and the
maintenance of liquidity. The Fund seeks to achieve this objective by
investing in "money market" securities meeting specified quality
standards. Shares of the Fund are sold at net asset value without a sales
charge.
An investment in the Fund is neither insured nor guaranteed by the
U.S. Government. Shares of the Fund are not deposits or obligations of
any bank, are not guaranteed by any bank, and are not insured by the
F.D.I.C. or any other agency. While the Fund seeks to maintain a stable
net asset value of $1.00 per share, there can be no assurance that the
Fund will be able to do so. See "The Fund and Its Investment
Policies."
Shares of the Fund may be purchased directly from dealers having
sales agreements with the Fund's Distributor and also are offered to
participants in Automatic Purchase and Redemption Programs (the
"Programs") established by certain brokerage firms with which the Fund's
Distributor has entered into agreements for that purpose. See "How to Buy
Shares," below for more details. Program participants should also read the
description of the Program provided by their broker.
This Prospectus sets forth concisely information about the Fund that
a prospective investor should know before investing. A Statement of
Additional Information about the Fund dated April 17, 1995, has been filed
with the Securities and Exchange Commission and is available without
charge upon written request to Shareholder Services, Inc. (the "Transfer
Agent"), P.O. Box 5143, Denver, Colorado 80217-5143 or by calling the
toll-free number shown above. The Statement of Additional Information
(which is incorporated by reference in its entirety in this Prospectus)
contains more detailed information about the Fund and its management.
Investors are advised to read and retain this Prospectus for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus is effective April 17, 1995.
<PAGE>
Table of Contents
Page
Fund Expenses
Financial Highlights
Yield Information
The Fund and Its Investment Policies
Investment Restrictions
Management of the Fund
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 Plan
General
Service Plan
How to Redeem Shares
Program Participants
Shares of the Fund Owned Directly
Regular Redemption Procedure
Expedited Redemption Procedure
Check Writing
Telephone Redemptions
Automatic Withdrawal Plan
General Information on Redemptions
Distributions from Retirement Plans
Exchanges of Shares and Retirement Plans
Dividends, Distributions and Taxes
Additional Information
<PAGE>
Fund Expenses
The following table sets forth the fees that an investor in the
Fund might pay and the expenses paid by the Fund during the Fund's fiscal
year ended December 31, 1994.
Shareholder Transaction Expenses
Maximum Sales Charge on Purchases None
Sales Charge on Reinvested Dividends None
Redemption Fees None
Exchange Fee $5.00
Annual Fund Operating Expenses
(as a percentage of average annual net assets)
Management Fees 0.35%
12b-1 (Service Plan) Fees 0.20%
Other Expenses (after expense assumption) 0.18%
Total Fund Operating Expenses -----
(after expense assumption) 0.73%
The purpose of this table is to assist an investor in understanding
the various costs and expenses that an investor in the Fund will bear
directly (shareholder transaction expenses) or indirectly (annual fund
operating expenses). "Other Expenses" includes such expenses as custodial
and transfer agent fees and audit, legal and other business operating
expenses, but excludes extraordinary expenses. The Annual Fund Operating
Expenses shown are net of a voluntary expense assumption undertaking by
the Fund's investment manager, Centennial Asset Management Corporation
(the "Manager"). Without such assumption "Other Expenses" would have been
0.19% of average annual net assets, and Total Fund Operating Expenses"
would have been 0.74%. The expense assumption undertaking is described
in "Investment Management Services" in the Statement of Additional
Information, and may be amended or withdrawn at any time. For further
details, see the Fund's financial statements included in the Statement of
Additional Information.
The following example applies the above-stated expenses to a
hypothetical $1,000 investment in shares of the Fund over the time periods
shown below, assuming a 5% annual rate of return on the investment and
also assuming that the shares are redeemed at the end of each stated
period. The amounts shown below are the cumulative costs of such
hypothetical $1,000 investment for the periods shown.
1 year 3 years 5 years 10 years
------- ------- ------- --------
$7 $23 $41 $91
This example should not be considered a representation of past or
future expenses or performance. Expenses are subject to change and actual
performance and expenses may be less or greater than those illustrated
above.
<PAGE>
Financial Highlights
The table on the following pages presents selected financial
information about the Fund including per share data and expense ratios and
other data based on the Fund's average net assets. This information has
been audited by Deloitte & Touche LLP independent auditors, whose report
on the financial statements of the Fund for the fiscal year ended December
31, 1994 is included in the Statement of Additional Information.
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <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 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- ----- ----- -----
Income from investment
operations -- net investment income
and net realized gain on
investments.......................... .04(1) .03 .03 .06 .08 .08 .07 .06
Dividends and distributions to
shareholders......................... (.04) (.03) (.03) (.06) (.08) (.08) (.07) (.06)
----- ----- ----- ----- ----- ----- ----- -----
Net asset value, end of period......... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- ----- ----- -----
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
millions)............................ $2,958 $3,589 $4,061 $5,208 $5,025 $4,920 $3,128 $2,555
Average net assets (in millions)....... $3,378 $3,940 $4,760 $5,434 $4,849 $4,112 $2,809 $2,541
Number of shares outstanding at end of
period (in millions)................. 2,958 3,589 4,061 5,208 5,024 4,920 3,128 2,555
Ratios to average net assets:
Net investment income................ 3.64% 2.67% 3.50% 5.64% 7.61% 8.58% 7.01% 6.10%
Expenses............................. .73%(1) .74% .70% .67% .68% .71% .77% .78%
<CAPTION>
1986 1985
------ ------
<S> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period... $1.00 $1.00
----- -----
Income from investment
operations -- net investment income
and net realized gain on
investments.......................... .06 .07
Dividends and distributions to
shareholders......................... (.06) (.07)
----- -----
Net asset value, end of period......... $1.00 $1.00
----- -----
----- -----
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
millions)............................ $2,635 $2,311
Average net assets (in millions)....... $2,530 $2,071
Number of shares outstanding at end of
period (in millions)................. 2,635 2,311
Ratios to average net assets:
Net investment income................ 6.11% 7.46%
Expenses............................. .78% .80%
</TABLE>
1. Net investment income would have been $.04 per share absent the voluntary
expense limitation, resulting in an expense ratio of .74%.
<PAGE>
Yield Information
From time to time the "yield" and "compounded effective yield" of
an investment in the Fund 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 Fund is the income generated by an
investment in the Fund 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 Fund 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.
From time to time the Manager may voluntarily assume a portion of the
Fund's expenses (which may include the management fee), thereby lowering
the overall expense ratio per share and increasing the Fund's yield and
total return during the time such expenses are assumed. See "Yield
Information" in the Statement of Additional Information for more
information about the methods of calculating these yields.
The Fund and Its Investment Policies
The Fund is a no-load "money market" fund. It is an open-end,
diversified management investment company incorporated in Maryland in
1981. It was originally organized as a Delaware corporation in 1972. The
Fund's objective is to seek the maximum current income that is consistent
with low capital risk and maintenance of liquidity. The value of the
Fund's 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 Fund'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 Fund's net
asset value will not vary or that the Fund will achieve its investment
objective. In seeking its objective, the Fund may invest in the types of
instruments discussed below. The Fund's investment policies and practices
are not "fundamental" policies (as defined below) unless a particular
policy is identified as fundamental. The Board may change non-fundamental
policies without shareholder approval. The Fund's investment objective
is a fundamental policy.
-- U.S. Government Securities. The Fund may invest in obligations
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities, maturing in twelve months or less from the date of
purchase.
-- Bank Obligations and Instruments Secured Thereby. The Fund may
invest in time deposits, certificates of deposit, bankers' acceptances and
other bank obligations if they are obligations of: (1) any U.S. bank
having total assets at least equal to $1 billion, or (2) any foreign bank,
if such bank has total assets at least equal to U.S. $1 billion. The Fund
may also invest in instruments secured by such obligations. Such foreign
obligations or instruments must be payable in U.S. dollars and mature in
twelve months or less from the date of purchase. For purposes of this
section, the term "bank" includes commercial banks, savings banks, and
savings and loan associations. The term "foreign bank" includes foreign
branches of U.S. banks (issuers of "Eurodollar" instruments), U.S.
branches and agencies of foreign banks (issuers of "Yankee dollar"
instruments) and foreign branches of foreign banks. The ratings
restrictions described below do not apply to banks in which the Fund's
cash is kept.
-- Commercial Paper and Certain Debt Obligations. The Fund may
invest in any "Eligible Security" permissible under Rule 2a-7 (discussed
below). The securities must mature in 12 months from the date of
purchase, have been called for redemption by the issuer if the redemption
is effective within one year, or mature within one year in accordance with
the provisions of that Rule. These securities include commercial paper
maturing in nine months or less from the date of purchase, variable and
floating rate notes or master demand notes (described in "Investment
Objective and Policies" in the Statement of Additional Information), and
other securities discussed below.
-- Other Obligations. The Fund may invest in obligations, other
than those listed above, if accompanied by a guarantee of principal and
interest or letter of credit, provided that the guarantee or letter of
credit is that of a bank or corporation whose certificates of deposit or
commercial paper may otherwise be purchased by the Fund. Such obligations
and guarantees must be due within twelve months or less from the date of
purchase. Also, the Fund may invest in obligations of the types listed
above that mature in more than twelve months, if they are purchased
subject to repurchase agreements calling for delivery in twelve months or
less.
-- Board-Approved Instruments. The Fund may invest in obligations,
other than those discussed above, approved by the Fund's Board of
Directors and which are in accordance with the Fund's investment
objective, policies and restrictions. One such type of obligation which
the Board has approved is bank loan participation agreements, described
under "Investment Objective and Policies" in the Statement of Additional
Information.
Ratings of Securities
Under Rule 2a-7 of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), the Fund uses the amortized cost method to
value its portfolio securities to determine the Fund's net asset value per
share. Rule 2a-7 places restrictions on a money market fund's
investments. Under the Rule, the Fund may purchase only those securities
that the Fund's Board of Directors has determined have minimal credit risk
and are "Eligible Securities," as defined below.
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 the Manager to be of comparable quality to investments
that are "Eligible Securities" rated by Rating Organizations. The Rule
permits the Fund 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 Fund 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 Fund 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. The Fund's Board must approve or
ratify the purchase of Eligible Securities that are unrated or are rated
by only one Rating Organization. Additionally, under Rule 2a-7, the Fund
must maintain a dollar-weighted average portfolio maturity of no more than
90 days, and the maturity of any single portfolio investment may not
exceed 397 days. Some of the Fund'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 Fund's Board has adopted procedures under Rule 2a-7
pursuant to which the Board has delegated to the Manager certain
responsibilities, in accordance with the Rule, of conforming the Fund's
investments with the requirements of the Rule and those procedures.
Appendix A to the Statement of Additional Information contains
descriptions of 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. The rating restrictions described in this Prospectus
do not apply to banks in which the Fund's cash is kept. See "Ratings of
Securities" in "Investment Objective and Policies" in the Statement of
Additional Information for further details.
Obligations of Foreign Banks
The Fund's investment in obligations of foreign banks (which
obligations, as described above, must be payable in U.S. dollars), may
involve the following considerations not typically associated with the
obligations of domestic banks: (i) exchange control regulations; (ii)
availability of information about the issuer; (iii) differences in
accounting, auditing and financial reporting standards and government
regulation; (iv) the possibility of expropriation or confiscatory
taxation, political or social instability or diplomatic developments; (v)
the differences between the economies of the United States and the
applicable foreign country; and (vi) greater difficulties in commencing
a lawsuit against the issuer of a foreign security than against a U.S.
issuer. The Fund will not invest in obligations of foreign banks which
will cause more than 25% of the Fund's net assets to be so invested, and
will not speculate in foreign currencies.
Repurchase Agreements
The Fund may acquire securities that are subject to repurchase
agreements in order to generate income while providing liquidity. The
Fund's repurchase agreements will comply with the collateral requirements
of Rule 2a-7. If the vendor fails to pay the agreed-upon repurchase price
on the delivery date, the Fund's risks may include any costs of disposing
of the collateral, and any loss resulting from any delay in foreclosing
on the collateral. The Fund will not enter into a repurchase agreement
that will cause more than 10% of the Fund's net assets at the time of
purchase to be subject to repurchase agreements maturing in more than
seven days. There is no limit on the amount of the Fund's net assets that
may be subject to repurchase agreements maturing in seven days or less.
See "Repurchase Agreements" in "Investment Objective and Policies" in the
Statement of Additional Information for more details.
Illiquid and Restricted Securities
The Fund will not purchase or otherwise acquire any security if,
as a result, more than 10% of its net assets would be invested in
securities that are illiquid by virtue of the absence of a readily
available market or because of legal or contractual restrictions on
resale. This policy includes repurchase agreements maturing in more than
seven days and certificates of deposit of $100,000 or less of a domestic
bank (including commercial banks, savings banks and savings and loan
associations) having total assets of less than $1 billion, if such
certificate of deposit is fully insured as to principal by the Federal
Deposit Insurance Corporation. This policy does not limit purchases of
(1) restricted securities eligible for resale to qualified institutional
purchasers pursuant to Rule 144A under the Securities Act of 1933 that are
determined to be liquid by the Board or the Manager under Board-approved
guidelines, or (2) commercial paper that may be sold without registration
under Section 4(2) of the Securities Act of 1933. Such guidelines take
into account trading activity for such securities and the availability of
reliable pricing information, among other factors. If there is a lack of
trading interest in particular Rule 144A securities, the Fund's holdings
of those securities may be illiquid. If due to changes in relative
values, more than 10% of the value of the Fund's net assets consist of
illiquid securities, the Manager would consider appropriate steps to
protect the Fund's maximum flexibility. There may be undesirable delays
in selling illiquid securities at prices representing their fair value.
The Fund may invest up to 25% of its net assets in restricted securities,
subject to the above 10% limitation on illiquid securities. For further
information, see "Illiquid and Restricted Securities" in "Investment
Objective and Policies" in the Statement of Additional Information.
Loans of Portfolio Securities
To attempt to increase its income for liquidity purposes, the Fund
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 Fund's total
assets. The Fund 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 12 months or less. The Fund
presently does not intend that the value of securities loaned will exceed
5% of the value of the Fund's net assets in the coming year. See "Loans
of Portfolio Securities" in the Statement of Additional Information for
further information on securities loans.
Investment Restrictions
The Fund has certain investment restrictions which, together with
its investment objective, are fundamental policies changeable only by the
vote of a "majority" (as defined in the Investment Company Act) of the
Fund's outstanding voting securities. Under some of those restrictions,
the Fund cannot: (1) make loans, except through the purchase of the kinds
of debt securities described in "The Fund and Its Investment Policies";
repurchase agreements are not considered loans for purposes of this
restriction; the Fund may also lend its portfolio securities as described
above; (2) borrow money in excess of 10% of the value of its assets; it
may borrow only as a temporary measure for extraordinary or emergency
purposes; no assets of the Fund may be pledged, mortgaged or assigned to
secure a debt; (3) invest more than 5% of the value of its total assets
in securities of any one issuer, not including government or government
agency securities; (4) purchase more than 10% of the outstanding non-
voting securities or more than 10% of the total debt securities of any one
issuer; (5) 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; (6) 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 domestic banks or savings and loan associations
(for this purpose, foreign branches of domestic banks are not considered
to be "domestic banks") or in obligations issued by the U.S. Government
or its agencies or instrumentalities.
The percentage restrictions described above and in the Statement of
Additional Information are applicable only at the time of investment and
require no action by the Fund as a result of subsequent changes in value
of the investment or the size of the Fund. A supplementary list of
investment restrictions is contained in the Statement of Additional
Information.
Management of the Fund
The Fund's Board of Directors has overall responsibility for the
management of the Fund under the laws of Maryland governing the
responsibilities of directors. "Directors and Officers" in the Statement
of Additional Information identifies the Fund's Directors and officers and
provides information about them. Subject to the authority of the Board
of Directors, the Manager is responsible for the day-to-day management of
the Fund's business, supervises the investment operations of the Fund and
the composition of its portfolio and furnishes the Fund advice and
recommendations with respect to investments, investment policies and the
purchase and sale of securities, pursuant to an investment advisory
agreement with the Fund (the "Agreement"). The management fee is payable
monthly to the Manager, under the terms of the Agreement and is computed
on the net assets of the Fund as of the close of business each day at the
following annual rates: 0.450% of the first $500 million of net assets;
0.425% of the next $500 million; 0.400% of the next $500 million; 0.375%
of the next $500 million; 0.350% of the next $500 million; 0.325% of the
next $500 million; 0.300% of the next $500 million; 0.275% of the next
$500 million; and 0.250% of net assets in excess of $4 billion.
"Investment Management Services" in the Statement of Additional
Information contains more complete information about the Agreement,
including a discussion of expense arrangements, exculpation provisions and
portfolio transactions.
The Manager, a wholly-owned subsidiary of Oppenheimer Management
Corporation ("OMC"), has operated as an investment adviser since 1978.
OMC is owned by Oppenheimer Acquisition Corp., a holding company owned in
part by senior management of OMC, and ultimately controlled by
Massachusetts Mutual Life Insurance Company, a mutual life insurance
company that also advises pension plans and investment companies. The
Manager and its affiliates currently advise U.S. investment companies
with assets aggregating over $29 billion as of December 31, 1994, and
having more than 2.4 million shareholder accounts.
How to Buy Shares
The Fund's shares 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 the Fund will maintain a stable net asset value of $1.00
per share. Centennial Asset Management Corporation (the "Distributor"),
may in its sole discretion accept or reject any order for purchase of the
Fund's shares. Oppenheimer Funds Distributor, Inc., acts as the sub-
distributor for the Fund (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 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 Fund. The minimum initial
and subsequent purchase requirements are waived on purchases made by
reinvesting dividends from any of the "Eligible Funds" listed in "Exchange
Privilege" below or by reinvesting distributions from unit investment
trusts for which reinvestment arrangements have been made with the
Distributor. Under an Automatic Investment Plan, military allotment plan,
403(b)(7) custodial plan or payroll deduction 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.
The Fund 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
Denver, 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.
The Fund'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 Fund by the total number of its shares
outstanding. The Fund's Board of Directors has established procedures for
valuing the Fund's assets, using the amortized cost method as described
in "Determination of Net Asset Value Per Share" in the Statement of
Additional Information.
Purchases Through Automatic Purchase and Redemption Programs
Shares of the Fund 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"
in such client's Program account in shares of the Fund. 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 Fund shares
through a Program should be directed to the broker-dealer.
Direct Purchases
An investor may directly purchase shares of the Fund through any 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.
-- Payment by Check. Orders for shares purchased by check in U.S.
dollars drawn on a U.S. bank will begin to be effected on the regular
business day on which the check (and a 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.
-- Payment by Federal Funds Wire. Shares may be purchased by Federal
Funds wire. The minimum investment by wire is $2,500. The investor must
first call the Distributor's Wire Department at 1-800-852-8457, to notify
the Distributor of the transmittal of the wire and to order the shares.
The investor's bank must wire the Federal Funds to Citibank, N.A., ABA No.
0210-0008-9, for credit to Concentration Account No. 3723-2796, for
further credit to Daily Cash Accumulation Fund, Inc. (Custodian Account
No. 349-294).
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. prior to the close of The New York Stock Exchange (which is
normally 4:00 P.M.) and the Distributor has received and accepted the
investor's notification of the wire order 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, which is
normally 4:00 P.M. but may be earlier on some days. The investor must
also send the Distributor a completed Application when the purchase order
is placed to establish a new account.
-- Automatic Investment Plan. Direct investors may purchase shares
of the Fund 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 Redeem Shares." The amount of the
Automatic Investment Plan payment may be changed or the automatic
investments may be terminated at any time by writing to Shareholder
Services, Inc. (the "Transfer Agent"). A reasonable period (approximately
15 days) is required after receipt of such instructions to implement them.
The Fund reserves the right to amend, suspend or discontinue offering
Automatic Investment Plans at any time without prior notice.
-- 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 the Fund's
shares prior to 12:00 Noon on a regular business day, and the order will
be effected at 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 Fund's Custodian prior to 2:00 P.M., on the same
day. Dividends 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., on a regular business day, with the
broker-dealer's guarantee that payment for such shares in Federal Funds
will be received by the Fund's Custodian by the close of the Exchange on
the next regular business day, the order will be effected 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 Fund'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.
General
Dealers and brokers who process orders for the Fund's shares on behalf
of their customers may charge a fee for this service. That fee can be
avoided by purchasing shares directly from the Fund. The Distributor, in
its sole discretion, may accept or reject any order for purchases of the
Fund'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 Directors whenever the Board judges it in the
best interest of the Fund to do so.
Service Plan
The Fund has adopted a service plan (the "Plan") under Rule 12b-1 of
the Investment Company Act pursuant to which the Fund 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 Fund shares.
The Distributor will use all the fees received from the Fund to reimburse
dealers, brokers, banks, or other institutions ("Recipients") each month
or quarter for providing personal service and maintenance of accounts that
hold Fund shares. The services to be provided by Recipients under the
Plan include, but shall not be limited to, the following: answering
routine inquiries from the Recipient's customers concerning the Fund,
providing such customers with information on their investment in Fund
shares, assisting in the establishment and maintenance of accounts or sub-
accounts in the Fund, making the Fund'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 Fund may reasonably request. Plan payments by the Fund
to the Distributor will be made monthly or quarterly in the amount of the
lesser of: (i) 0.05% (0.20% annually) of the net asset value of the Fund,
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. 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 the Fund 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 Fund), 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 Redeem 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 the dealer or broker.
Shares of the Fund Owned Directly
Shares of the Fund owned by a shareholder directly (not through a
Program) (a "direct shareholder"), may be redeemed in the following
ways:
-- Regular Redemption Procedure. To redeem some or all shares in
an account (whether or not represented by certificates) under the Fund's
regular redemption procedure, a direct shareholder must send the following
to the Transfer Agent, 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 one 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.
-- 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.
-- Check Writing. Upon request, the Transfer Agent will provide
any direct shareholder of the Fund or any Program participant whose shares
are not represented by certificates with forms of drafts ("checks")
payable through a bank selected by the Fund (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 shareholders to be honored by the Bank after
obtaining a specimen signature card from the shareholder(s). Program
participants should arrange for check writing 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
Fund 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 check writing. A check
that would require the redemption of some or all of the shares so
purchased is subject to non-payment. The Bank will present checks to the
Fund to redeem shares to cover the amount of the check. Checks may not
be presented for cash payment at the offices of the Bank or the Fund's
Custodian. This limitation does not affect the use of checks for the
payment of bills or to obtain cash at other banks. The Fund reserves the
right to amend, suspend, or discontinue check writing privileges at any
time without prior notice.
-- Telephone Redemptions. Direct shareholders of the Fund 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 Fund's regular redemption
procedure 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 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.
-- Automatic Withdrawal Plan. Direct shareholders of the Fund 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 Fund cannot guarantee receipt of payment on
the date requested and reserves the right to amend, suspend or discontinue
offering such Plans 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," Appendix B to the Statement of Additional
Information.
General Information on Redemptions
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 SEC. The Transfer Agent may delay forwarding a
redemption check for recently purchased shares only until the purchase
payment has cleared, which may take up to 10 days or more from the
purchase date. Such delay may be avoided by purchasing shares by Federal
Funds as described above. Under the Internal Revenue Code, the Fund may
be required to impose "back-up" withholding of Federal income tax at the
rate of 31% from dividends and distributions the Fund may make if the
shareholder has not furnished the Fund a certified taxpayer identification
number or has not complied with the provisions of the Internal Revenue
Code relating to reporting dividends. The Fund makes no charge for
redemption. Dealers or brokers may charge a fee for handling redemption
transactions but such fee can be avoided by requesting the redemption
directly by the Fund through the Transfer Agent. Under certain
circumstances, proceeds of redemptions of shares of the Fund 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).
Distributions from Retirement Plans
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 above address, and must (i)
state the reason for the 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 Fund'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 of
1986, as amended (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, 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 Fund, 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.
Exchanges of Shares and Retirement Plans
Exchange Privilege
Shares of the Fund held under a Program 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 Fund may,
under certain conditions, be exchanged by direct shareholders for Class
A shares of the following funds, all collectively referred to as "Eligible
Funds": (i) Oppenheimer Fund, Oppenheimer Target Fund, Oppenheimer
Champion High Yield Fund, Oppenheimer Asset Allocation Fund, Oppenheimer
Discovery Fund, Oppenheimer U.S. Government Trust, Oppenheimer Global
Growth & Income Fund, Oppenheimer Global Emerging Growth Fund, Oppenheimer
Limited-Term Government Fund, Oppenheimer Global Fund, Oppenheimer Time
Fund, Oppenheimer Growth Fund, Oppenheimer Equity Income Fund, Oppenheimer
Gold & Special Minerals Fund, Oppenheimer Intermediate Tax-Exempt Bond
Fund, Oppenheimer Insured Tax-Exempt Bond Fund, Oppenheimer Investment
Grade Bond Fund, Oppenheimer Value Stock Fund, Oppenheimer California Tax-
Exempt Fund, Oppenheimer Pennsylvania Tax-Exempt Fund, Oppenheimer New
Jersey Tax-Exempt Fund, Oppenheimer Florida Tax-Exempt Fund, Oppenheimer
High Yield Fund, Oppenheimer Total Return Fund, Inc., Oppenheimer Main
Street California Tax-Exempt Fund, Oppenheimer Main Street Income & Growth
Fund, Oppenheimer Mortgage Income Fund, Oppenheimer Tax-Free Bond Fund,
Oppenheimer New York Tax-Exempt Fund, Oppenheimer Strategic Income Fund,
Oppenheimer Strategic Income & Growth Fund, Oppenheimer Strategic Short-
Term Income Fund, Oppenheimer Strategic Diversified Income Fund, and
Oppenheimer Strategic Investment Grade Bond Fund; and (ii) the following
"Money Market Funds": Centennial Money Market Trust, Centennial Tax Exempt
Trust, Centennial Government Trust, Centennial California Tax Exempt
Trust, Centennial New York Tax Exempt Trust, Oppenheimer Money Market
Fund, Inc. and Oppenheimer Cash Reserves. There is an initial sales charge
on the purchase of Class A shares of each Eligible Fund except the Money
Market Funds (under certain circumstances described below, redemption
proceeds of Money Market Fund shares may be subject to a CDSC).
Shares of the Fund 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 (including the Fund) 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 the Fund
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
may be exchanged at net asset value for shares of any Eligible Fund. The
redemption proceeds of shares of the Fund acquired by exchange of Class
A shares of an Eligible Fund purchased subject to a CDSC, that are
redeemed within 18 months of the end of the calendar month of the initial
purchase of the exchanged shares, 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 Fund 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 Fund 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 Fund may exchange shares of the Fund 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
Fund may modify, suspend or discontinue this exchange privilege at any
time and will do so on 60 days' notice if such notice is required by
regulations adopted under the Investment Company Act. The Fund reserves
the right to reject written requests submitted in bulk on behalf of 10 or
more accounts. 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 the
shareholder(s) of record cancelling such privileges. If an account has
multiple owners, the Transfer Agent may rely on the instructions of any
one owner.
The Transfer Agent has adopted reasonable procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification number(s) and other account data and by recording calls and
confirming such transactions in writing. If the Transfer Agent does not
use such procedures, it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor the Fund 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 exchange privileges for an
account. 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.
-- 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 on 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
five business days if it determines that it would be disadvantaged by an
immediate transfer of the redemption proceeds. The Fund 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. If a
sales charge is assessed on all shares acquired by exchange, there is no
service charge. Otherwise, a $5 service charge will be assessed against
the account into which the exchange is made to help defray administrative
costs. 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 Fund directly to exchange shares. For
Federal tax purposes, an exchange is treated as a redemption and purchase
of shares.
Retirement Plans
The Distributor has available for direct shareholders who purchase
shares of the Fund: (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) 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. The Fund reserves the right to discontinue offering
its 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 adviser should be consulted. Dividends and
distributions may be subject to Federal, state and local taxation. See
"Tax Status of the Fund's Dividends and Distributions" in the Statement
of Additional Information for a further discussion of tax matters
affecting the Fund and its distributions, as well as a procedure for
electing to reinvest dividends and distributions of any of the Eligible
Funds into shares of the Fund at net asset value.
Dividends and Distributions
The Fund 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." All dividends and capital gains distributions for accounts
of Program participants are automatically reinvested in Fund shares.
Dividends accumulated since the prior payment will be reinvested in full
and fractional shares 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.
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 the Fund 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.
Dividends and distributions payable to direct shareholders of the
Fund will also be automatically reinvested in shares of the Fund 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 Fund shares represented
by checks returned to the Transfer Agent by the Postal Service as
undeliverable will be reinvested in shares of the Fund, 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.
Under the terms of a Program, a broker-dealer may pay out the value
of some or all of a Program participant's Fund shares prior to redemption
of such shares by the Fund. 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.
The Fund's net investment income for dividend purposes consists of
all interest accrued on portfolio assets, less all expenses of the Fund
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. The Fund will not make any distributions
from net realized securities gains unless capital loss carry forwards, if
any, have been used or have expired. Any net realized capital loss is
carried forward to offset against gains in later years. To effect its
policy of maintaining a net asset value of $1.00 per share, the Fund,
under certain circumstances, may withhold dividends or make distributions
from capital or capital gains.
Tax Status of the Fund's Dividends and Distributions
Dividends paid by the Fund derived from net investment income or net
short-term capital gains are taxable to shareholders as ordinary income,
whether received in cash or reinvested, and will not be eligible for the
dividends-received deduction for corporations. If the Fund 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 gains are taxable
to shareholders as long-term capital gains whether received in cash or
reinvested, and regardless of how long the Fund shares have been held.
For information on "backup" withholding on dividends, see "General
Information on Redemptions," above.
Tax Status of the Fund
If the Fund 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. The Fund qualified
during its last fiscal year and intends to qualify in 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 which the Fund might not meet in any particular fiscal year.
If the Fund 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.
Additional Information
Description of Capital Stock
The Fund's shares are of one class, are transferable without
restriction, and have equal rights and privileges. Each share of the Fund
entitles the holder to one vote per share (and a fractional vote for a
fractional share) on matters submitted to a shareholder vote, and to
participate pro rata in dividends and distributions and in the net
distributable assets of the Fund on liquidation. The Directors may divide
or combine the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interest in the Fund.
Shares of the Fund have equal liquidation rights as to the assets of the
Fund. When issued, shares of the Fund are fully-paid and nonassessable,
and have no preemptive, conversion or exchange rights. The Fund's Board
of Directors is empowered to issue additional "series" of shares of the
Fund, which may have separate assets and liabilities. Under the
provisions of the Fund's By-Laws and as permitted by Maryland law, the
Fund does not anticipate holding annual meetings.
The Custodian and the Transfer Agent
The Custodian of the assets of the Fund 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. The Fund'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 "The Fund
and Its Investment Policies" do not apply to banks in which the Fund's
cash is kept.
Shareholder Services, Inc., a subsidiary of OMC, acts as Transfer
Agent and shareholder servicing agent for the Fund and 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 Fund to the Distributor and to Recipients under the Service
Plan. Shareholders should direct any inquiries regarding the Fund to the
Transfer Agent at the address and toll-free phone number on the back
cover. Program participants should direct any inquiries regarding the Fund
to their broker.
<PAGE>
Investment Adviser and Distributor
Centennial Asset Management Corporation
3410 South Galena Street
Denver, Colorado 80231
Transfer and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217-5143
1-800-525-9310
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
Colorado State Bank Building
1600 Broadway - Suite 1850
Denver, Colorado 80202
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 the Statement of Additional Information,
and if given or made, such information and representations must not be
relied upon as having been authorized by the Fund, 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.
PR 140 (5/95) Printed on recycled paper
<PAGE>
Prospectus
DAILY CASH ACCUMULATION FUND, INC.
Effective April 17, 1995
<PAGE>
Prospectus
and New Account Application
DAILY CASH ACCUMULATION FUND, INC.
Effective April 17, 1995
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
DAILY CASH ACCUMULATION FUND, INC.
3410 South Galena Street, Denver, Colorado 80231
1-800-525-9310
This Statement of Additional Information is not a Prospectus.
This Statement of Additional Information should be read together with the
Prospectus, dated April 17, 1995 (the "Prospectus"), of Daily Cash
Accumulation Fund, Inc. (the "Fund"), which may be obtained by writing to
Shareholder Services, Inc. ( the "Transfer Agent"), P.O. Box 5143, Denver,
Colorado 80217, or by calling the toll-free number shown above.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Investment Objective and Policies. . . . . . . . . . . . . . . . . . . 2
Yield Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Investment Restrictions. . . . . . . . . . . . . . . . . . . . . . . . 5
Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . 6
Investment Management Services . . . . . . . . . . . . . . . . . . . . 9
Purchase, Redemption and Pricing of Shares . . . . . . . . . . . . . .11
Service Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Additional Information . . . . . . . . . . . . . . . . . . . . . . . .14
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . .15
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .16
Appendix A: Description of Securities Ratings. . . . . . . . . . . . A-1
Appendix B: Automatic Withdrawal Plan Provisions . . . . . . . . . . B-1
Appendix C: Industry Classifications . . . . . . . . . . . . . . . . C-1
</TABLE>
This Statement of Additional Information is effective April 17,
1995.
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The investment objective and policies of the Fund are described in
the Prospectus. Supplemental information about those policies is set forth
below. Certain capitalized terms used in this Statement of Additional
Information are defined in the Prospectus.
The Fund will not make investments with the objective of seeking
capital growth. However, the value of the securities held by the Fund 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 Fund since the Fund 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 Fund 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
Fund believes such disposition advisable or it needs to generate cash to
satisfy redemptions. In such cases, the Fund may realize a capital gain
or loss.
Ratings of Securities. The Prospectus describes "Eligible Securities" in
which the Fund 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, 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 Fund's Board of Directors shall promptly reassess whether
the security presents minimal credit risks and whether it is in the best
interests of the Fund to dispose of it; but if the Fund disposes of the
security within five days of the Manager's learning of the downgrade, the
Manager will provide the Board with subsequent notice of such downgrade.
If a security is in default, or ceases to be an Eligible Security, or is
determined no longer to present minimal credit risks, the Board must
determine whether it would be in the best interests of the Fund to dispose
of the security. The Rating Organizations currently designated as such
by the 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
Appendix A.
Floating Rate/Variable Rate Obligations. The Fund 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 but is adjusted automatically at
a specified interval of no more than one year. Some variable rate or
floating rate obligations in which the Fund 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,
discussed below. The Manager, on behalf of the Fund, will consider on an
ongoing basis the creditworthiness of the issuers of the floating and
variable rate obligations in the Fund's portfolio. There is no limit on
the amount of the Fund's assets that may be invested in floating rate and
variable rate obligations.
Repurchase Agreements. In a repurchase transaction, the Fund 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 Fund'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.
Master Demand Notes. A master demand note is a corporate obligation
that permits the investment of fluctuating amounts by the Fund at varying
rates of interest pursuant to direct arrangements between the Fund, as
lender, and the corporate borrower that issues the note. These notes
permit daily changes in the amounts borrowed. The Fund 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 Fund's right to redeem is dependent on the ability
of the borrower to pay principal and interest on demand. In evaluating
the master demand note arrangements, the Manager considers the earning
power, cash flow, and other liquidity ratios of the issuer. Master demand
notes are not typically rated by credit rating agencies. If they are not
rated, the Fund 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
Fund's liquidity might be impaired if the borrower were unable to pay
principal and interest on demand.
Loans of Portfolio Securities. The Fund may lend its portfolio
securities subject to the restrictions stated in the Prospectus. Under
applicable regulatory requirements (which are subject to change), the loan
collateral 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 Fund if the demand
meets the terms of the letter. The Fund 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 Fund 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 Fund or the Manager. The
terms of the Fund's loans must meet applicable tests under the Internal
Revenue Code and permit the Fund to reacquire loaned securities on five
business days' notice or in time to vote on any important matter.
Illiquid and Restricted Securities. Illiquid securities in which the
Fund may invest include issues which only may be redeemed by the issuer
upon more than seven days notice or at maturity, repurchase agreements
maturing in more than seven days, fixed time deposits subject to
withdrawal penalties which mature in more than seven days, and other
securities which cannot be sold freely due to legal or contractual
restrictions on resale. Contractual restrictions on the resale of
illiquid securities might prevent or delay their sale by the Fund at a
time when such sale would be desirable. Restricted securities that are
not illiquid, in which the Fund may invest, include certain master demand
notes redeemable on demand, and short-term corporate debt instruments
which are not related to current transactions of the issuer and therefore
are not exempt from registration as commercial paper, as described in the
Prospectus.
Bank Loan Participation Agreements. The Fund may invest in bank loan
participation agreements, subject to the investment limitation set forth
in "The Fund and Its Investment Policies - Illiquid and Restricted
Securities" in the Prospectus. These participation agreements give the
Fund an undivided interest in U.S. dollar-denominated loans made by the
bank selling the participation interests, in the proportion that the
Fund's participation interest bears to the total principal amount of the
loan. The selling bank may not have any obligation to the purchaser of
the interest other than to pay to it principal and interest on the loan
if and when received by the selling bank. The Manager has set certain
creditworthiness standards for issuers of loan participations, and
monitors their creditworthiness. Participation interests are considered
investments in illiquid securities (see "Illiquid and Restricted
Securities," above). Their value primarily depends upon the
creditworthiness of the borrower, and its ability to pay interest and
principal. Borrowers may have difficulty making payments. If a borrower
fails to make scheduled interest on principal payments, the Fund could
experience a reduction in its income and a decline in the net asset value
of its shares. Therefore, the loan must be an obligation of a corporation
whose commercial paper or corporate debt obligations the Fund may
purchase. The Fund will only purchase participation agreements from a
bank in whose obligations the Fund may invest, and subject to the
restriction described above on investments in illiquid securities. Only
loans which mature in one year or less may be the subject of participation
interests.
YIELD INFORMATION
The Fund's current yield is calculated for a seven-day period of
time, determined 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 days ended December 31, 1994, the Fund's yield was
5.32% and its compounded effective yield was 5.46%.
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 the Fund'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.
Yield information may be useful to investors in reviewing the
Fund's performance. The Fund 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 MonitorTM), 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 the Fund 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 Fund of future yields or rates of return on its shares. The Fund's
yield is affected by portfolio quality, portfolio maturity, type of
instruments held and operating expenses. When comparing the Fund'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.
INVESTMENT RESTRICTIONS
The Fund's most significant investment restrictions are described
in the Prospectus. The following investment restrictions are also
fundamental policies and, together with the fundamental investment
policies and restrictions described in the Prospectus, cannot be changed
without the vote of a "majority" of the Fund's outstanding shares. Under
the Investment Company Act, such a "majority" vote is defined as the vote
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
Fund cannot: (1) invest in commodities or commodity contracts, or invest
in interests in oil, gas, or other mineral exploration or development
programs; (2) invest in real estate; however, the Fund may purchase debt
securities issued by companies which invest in real estate or interests
therein; (3) purchase securities on margin or make short sales of
securities; (4) invest in or hold securities of any issuer if those
officers and directors of the Fund or its adviser who beneficially own
individually more than 0.5% of the securities of such issuer together own
more than 5% of the securities of such issuer; (5) underwrite securities
of other companies; (6) invest more than 5% of the value of its total
assets in securities of companies that have operated less than three
years, including the operations of predecessors; and (7) invest in
securities of other investment companies.
For purposes of the Fund's policy not to concentrate described
under investment restriction number 6 in the Prospectus, the Fund has
adopted the industry classifications set forth in Appendix C to this
Statement of Additional Information.
DIRECTORS AND OFFICERS
The Directors and officers of the Fund and their principal business
affiliations and occupations during the past five years are listed below.
All of the Directors are also trustees, directors, or managing general
partners of Centennial Money Market Trust, Centennial Government Trust,
Centennial Tax Exempt Trust, Centennial New York Tax Exempt Trust,
Centennial California Tax Exempt Trust and Centennial America Fund, L.P.
(collectively, the "Centennial Trusts"), Oppenheimer Equity Income Fund,
Oppenheimer Total Return Fund, Inc., Oppenheimer High Yield Fund,
Oppenheimer Cash Reserves, The New York Tax-Exempt Income Fund, Inc.,
Oppenheimer Limited-Term Government Fund, Oppenheimer Tax-Exempt Bond
Fund, Oppenheimer Variable Account Funds, Oppenheimer Main Street Funds,
Inc., Oppenheimer Champion High Yield Fund, Oppenheimer Integrity Funds,
Oppenheimer Strategic Funds Trust, Oppenheimer Strategic Short-Term Income
Fund, Oppenheimer Strategic Income & Growth Fund and Oppenheimer Strategic
Investment Grade Bond Fund (all of the foregoing funds are collectively
referred to as the "Denver-based OppenheimerFunds"). All officers except
Ms. Wolf, Ms. Warmack and Mr. Zimmer hold similar positions with such
other funds. Mr. Fossel is President and Mr. Swain is Chairman of the
Denver-based OppenheimerFunds. As of April 3, 1995, the Directors and
officers of the Fund as a group owned less than 1% of the Fund's
outstanding shares. The foregoing statement does not reflect ownership
of shares held of record by an employee benefit plan for employees of the
Manager (for which two of the officers listed below, Messrs. Fossel and
Donohue, are trustees), other than the shares beneficially owned under the
plan by the officers of the Fund listed above.
ROBERT G. AVIS, Director*; Age: 63
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
adviser and trust company, respectively).
WILLIAM A. BAKER, Director; Age: 80
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.
CHARLES CONRAD, JR., Director; Age: 64
19411 Merion Circle, Huntington Beach, California 92648
Vice President of McDonnell Douglas Space Systems Co.; formerly
associated with the National Aeronautics and Space Administration.
JON S. FOSSEL, Director and President*; Age: 53
Two World Trade Center, New York, New York 10048
Chairman, Chief Executive Officer and a Director of OMC; President
and Director of Oppenheimer Acquisition Corp. ("OAC"), OMC's
parent holding company; President and a Director of HarbourView
Asset Management Corporation ("HarbourView"), an investment
advisory subsidiary of OMC; a Director of the Transfer Agent and
Shareholder Financial Services, Inc. ("SFSI"), transfer agent
subsidiaries of OMC; formerly President of OMC.
RAYMOND J. KALINOWSKI, Director; Age: 65
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc.; formerly Vice
Chairman and 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, Director; Age: 73
2552 East Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte Haskins & Sells (an accounting
firm).
ROBERT M. KIRCHNER, Director; Age: 73
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
NED M. STEEL, Director; Age: 80
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; 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, Director and Chairman*; Age: 61
3410 South Galena Street, Denver, Colorado 80231
Vice Chairman and a Director of OMC; President and a Director of the
Manager; and formerly Chairman of the Board of the Transfer Agent.
ANDREW J. DONOHUE, Vice President; Age: 44
Two World Trade Center, New York, New York 10048
Executive Vice President and General Counsel of OMC and Oppenheimer
Funds Distributor, Inc. ("OFDI"); an officer of other
OppenheimerFunds; formerly Senior Vice President and Associate General
Counsel of OMC and OFDI; Partner in Kraft & McManimon (a law firm);
an officer of First Investors Corporation (a broker-dealer) and First
Investors Management Company, Inc. (broker-dealer and investment
adviser); director and an officer of First Investors Family of Funds
and First Investors Life Insurance Company.
GEORGE C. BOWEN, Vice President, Secretary and Treasurer; Age: 58
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Senior Vice
President and Treasurer of OMC; Vice President and Treasurer of
OFDI and HarbourView; Vice President, Secretary and Treasurer of
the Transfer Agent and SFSI; an officer of other OppenheimerFunds.
DOROTHY G. WARMACK, Vice President and Portfolio Manager; Age: 58
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and OMC; an officer of other
OppenheimerFunds.
CAROL E. WOLF, Vice President and Portfolio Manager; Age: 43
3410 South Galena Street, Denver, Colorado 80231
Vice President of OMC and the Manager; an officer of other
OppenheimerFunds.
ARTHUR J. ZIMMER, Vice President and Portfolio Manager; Age: 48
3410 South Galena Street, Denver, Colorado 80231
Vice President of OMC and the Manager; an officer of other
OppenheimerFunds; formerly Vice President of Hanifen Imhoff
Management Company (mutual fund investment advisor).
ROBERT G. ZACK, Assistant Secretary; Age: 46
Two World Trade Center, New York, New York 10048
Senior Vice President and Associate General Counsel of OMC; Assistant
Secretary of the Transfer Agent and SFSI; an officer of other
OppenheimerFunds.
ROBERT J. BISHOP, Assistant Treasurer; Age: 36
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Manager, prior to which he was an Accountant for Yale & Seffinger,
P.C. (an accounting firm) Resolution Trust Corporation and previously
an Accountant and Commissions Supervisor for Stuart James Company,
Inc., a broker-dealer.
SCOTT FARRAR, Assistant Treasurer; Age: 29
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Manager, prior to which he was an International Mutual Fund
Supervisor for Brown Brothers Harriman Co., a bank, and previously a
Senior Fund Accountant for State Street Bank & Trust Company.
[FN]
- -----------------------
*A Director who is an "interested person" of the Fund as defined in the
Investment Company Act.
Remuneration of Directors. The officers of the Fund are affiliated
with the Manager; they and the Directors of the Fund who are affiliated
with the Manager (Messrs. Fossel and Swain, who are both officers and
Directors) receive no salary or fee from the Fund. The Directors of the
Fund (excluding Messrs. Fossel and Swain) received the total amounts shown
below (i) from the Fund, during its fiscal year ended December 31, 1994,
and (ii) from all 22 of the Denver-based OppenheimerFunds (including the
Fund) listed in the first paragraph of this section, for services in the
positions shown:
<TABLE>
<CAPTION>
Total Compensation
Aggregate From All
Compensation Denver-based
Name Position from Fund OppenheimerFunds1
<S> <C> <C> <C>
Robert G. Avis Director $5,452 $53,000.00
William A. Baker Audit and Review $7,540 $73,257.01
Committee Chairman
and Director
Charles Conrad, Jr. Audit and Review $7,028$68,293.67
Committee
Member and Director
Raymond J. Kalinowski Director $5,452$53,000.00
C. Howard Kast Director $5,452 $53,000.00
Robert M. Kirchner Audit and Review $7,028$68,293.67
Committee Member
and Director
Ned M. Steel Director $5,452 $53,000.00
- ------------------------
1 For the 1994 calendar year.
</TABLE>
Major Shareholders. As of April 3, 1995, the only person known by the
management of the Fund to be the record or beneficial owner of 5% or more
of the outstanding shares of the Fund was A.G. Edwards & Sons, Inc.
("Edwards"), One North Jefferson Street, St. Louis, MO 63103, which was
the record owner of 3,048,916,737.450 shares (approximately 98.82% of the
shares outstanding). The Fund has been informed that the shares held of
record by Edwards were beneficially owned for the benefit of its brokerage
clients.
INVESTMENT MANAGEMENT SERVICES
The Manager is a wholly-owned subsidiary of Oppenheimer Management
Corporation ("OMC"), which is wholly-owned by Oppenheimer Acquisition
Corporation ("OAC"), a holding company controlled by Massachusetts Mutual
Life Insurance Company. The remaining stock of OAC is also owned by: (i)
certain of OMC's directors and officers, some of whom may also serve as
officers of the Fund, and two of whom (Messrs. Fossel and Swain) serve as
Directors of the Fund, and (ii) A.G. Edwards, which owns less than 5% of
its equity.
The Manager supervises the investment operations of the Fund and the
composition of its portfolio and furnishes the Fund advice and
recommendations with respect to investments, investment policies, and the
purchase and sale of securities pursuant to an investment advisory
agreement (the "Agreement") with the Fund, described in "Management of the
Fund" in the Prospectus. During the Fund's fiscal years ended December
31, 1994, 1993 and 1992, the Fund paid the Manager management fees of
$11,918,801, $13,841,735 and $16,400,925 respectively, pursuant to the
Agreement. The Manager reimbursed the Fund $125,619 in 1994 pursuant to
the voluntary undertakings discussed below.
The Agreement requires the Manager, at its expense, to provide the
Fund 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 Fund, including the
compilation and maintenance of records with respect to its 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 Fund. Expenses not expressly assumed by the Manager under the
Agreement or as Distributor of the shares of the Fund are paid by the
Fund. The Agreement lists examples of expenses paid by the Fund, the
major categories of which relate to interest, taxes, fees to unaffiliated
directors, legal, bookkeeping and audit expenses, brokerage, custodian and
transfer agent expenses, stock issuance costs, certain printing costs
(excluding the cost of printing prospectuses for sales materials),
registration fees, and non-recurring expenses, including litigation.
The Agreement provides that the Manager will reimburse the Fund for
annual expenses of the Fund (excluding brokerage commissions, taxes,
interest and extraordinary expenses such as litigation) which exceed the
most stringent limits prescribed by any state in which the Fund's shares
are offered for sale. At present, that limitation is imposed by
California and limits expenses (with specified exclusions) to 2.5% of the
first $30 million of average annual net assets, 2.0% of the next $70
million, and 1.5% of average annual net assets in excess of $100 million.
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 liability under
this expense limitation. Independently of the Agreement with the Fund,
effective December 1, 1994, the Manager has voluntarily agreed to assume
the Fund's expenses to the level needed to enable the Fund's 7-day yield
(computed in accordance with procedures specified pursuant to regulations
adopted under the Investment Company Act of 1940) to at least equal the
7-day yield of Centennial Money Market Trust. The Manager reserves the
right to modify or terminate the latter of these voluntary undertakings
at any time without prior notice to investors or shareholders. Prior to
December 1, 1994, the Manager voluntarily agreed to waive a portion of the
management fee otherwise payable to it by the Fund to the extent necessary
to ensure that the annual management fee of the Fund did not exceed 0.35%
of the Fund's average net assets.
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 Directors of the Fund in following or declining to follow
any advice or recommendations of the Manager. The Manager shall not be
liable for any error of judgment or mistake of law, or for any loss
suffered by the Fund 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 Agreement permits the Manager to act as investment adviser
for any other person, firm or corporation.
Portfolio Transactions. Portfolio decisions are based upon
recommendations and judgment of the Manager subject to the overall
authority of the Board of Directors. As most purchases made by the Fund
are principal transactions at net prices, the Fund 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
price. The Fund'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 Fund.
The Fund 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 deemed by the Manager to be useful or valuable to
the performance of its investment advisory functions for the Fund.
Research information may be in written form or through direct contact with
individuals and includes information on particular companies and
industries as well as market, economic or institutional activity areas.
It serves to 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 Fund's portfolio. The Fund 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 Fund. No portfolio transactions are handled by brokers which are
affiliated with the Fund or the Manager.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Determination of Net Asset Value Per Share. The net asset value per
share of the Fund's shares is determined twice each day as of 12:00 Noon
and as of 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 the Fund's net assets (the total value of the
Fund'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.
The Fund will seek to maintain a net asset value of $1.00 per share
for purchases and redemptions. There can be no assurance that it will do
so. The Fund operates under Rule 2a-7 under which the Fund may use the
amortized cost method of valuing its shares. The amortized cost method
values a security initially at its cost and thereafter assumes a constant
amortization of any market discount or premium, regardless of the impact
of fluctuating interest rates on the market value of the security. The
method does not take into account unrealized capital gains or losses.
The Fund's Board of Directors has established procedures intended to
stabilize the Fund's net asset value at $1.00 per share. If the Fund'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 Directors 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 Fund shares without monetary consideration, or
calculating net asset value per share by using available market
quotations.
As long as it uses Rule 2a-7, the Fund must abide by certain
conditions described in the Prospectus. Some of those conditions which
relate to portfolio management are that the Fund 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 of comparable quality as determined by the Manager
under guidelines approved by the Board; and (iii) not purchase any
instrument with a remaining maturity of more than 397 days. The Fund's
fundamental investment policy that the remaining maturity of an instrument
shall not exceed one year is more restrictive than the provisions of Rule
2a-7. 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 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 the 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 Fund
would receive if it sold the instrument. During periods of declining
interest rates, the daily yield on shares of the Fund may tend to be lower
(and net investment income and daily dividends higher) than a like
computation made by a fund with identical investments utilizing a method
of valuation based upon market prices or estimates of market prices for
its portfolio. Thus, if the use of amortized cost by the Fund resulted
in a lower aggregate portfolio value on a particular day, a prospective
investor in the Fund 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 Fund would receive less investment income than
if the Fund were priced at market value. Conversely, during periods of
rising interest rates, the daily yield on Fund 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 Fund would receive more investment income than if the
Fund were priced at market value.
Redemptions. The Fund's Board of Directors has the right, in conformity
with 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 or Maryland law, 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 direct shareholders of the Fund, as discussed in
the Prospectus, the wiring of redemption proceeds may be delayed if the
Fund's Custodian bank is not open for business on a day that the Fund
would normally authorize the wire to be made, which is usually the same
day for redemptions prior to 12:00 Noon, and the Fund'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 Fund is open for business and no
dividends will be paid on the proceeds of redeemed shares waiting transfer
by wire.
SERVICE PLAN
The Fund has adopted a service plan (the "Plan") under Rule 12b-1 of
the Investment Company Act pursuant to which the Fund is permitted to
reimburse the Distributor for a portion of its costs incurred in
connection with the servicing of the Fund's shares, as described in the
Prospectus for costs incurred in rendering assistance in connection with
the distribution of Fund shares. Under the Plan, the Fund's Distributor
is authorized to reimburse certain securities dealers and other financial
institutions and organizations ("Recipients") in connection with the
personal service and the maintenance of shareholder accounts that hold
Fund shares. Payment is made monthly or quarterly (i) at the annual rate
of 0.20 of 1.0% (or such lesser amount as the disinterested Directors may
determine) of the average net asset value of the Fund's shares owned
beneficially or of record during the month or quarter by the Recipient or
its customers, or (ii) in an amount equal to the Recipient's total cost
during the month of rendering personal service (including reasonable
allocations of overhead), whichever is less. No payment will be made to
a Recipient for any month during which the average net asset value of Fund
shares held by the Recipient and its customers was less than $3 million.
Although no payments are retained by the Distributor or the Manager,
Recipients which are affiliates of the Manager may receive payments.
Payments by the Fund under the Plan for the fiscal year ended December 31,
1994 totalled $6,661,667.
Under the Plan, a Recipient must certify monthly or quarterly that
its expenses for providing such services do not exceed its administrative
and sales-related costs. A Recipient is required to reimburse the Fund
if the aggregate payments it receives during the year exceed its costs as
so certified.
The Agreement may continue in effect for a period of more than one
year from the date of its execution only so long as continuance is
approved at least annually by the Board of Directors of the Fund,
including a majority of the disinterested Directors, by a vote cast in
person at a meeting called for the purpose of voting on that Agreement.
The Agreement automatically terminates in the event of its assignment and
also terminates if (i) the Fund terminates the Plan, or (ii) a majority
of the disinterested Directors or the holders of a majority of the
outstanding voting securities of the Fund vote to terminate the Agreement.
The Plan provides that, as long as the Plan remains in effect, the
selection and nomination of Directors of the Fund who are not "interested
persons" of the Fund shall be committed to the discretion of the Directors
then in office who are not "interested persons" of the Fund. However,
others may participate in such selection and nomination provided that the
final decision is approved by a majority of the incumbent Independent
Directors. Finally, the Plan cannot be amended without shareholder
approval as set forth above to increase materially the amount of payments
to be made and all material amendments are required to be approved by the
vote of the Board of Directors of the Fund, including a majority of the
disinterested Directors, cast in person at a meeting called for that
purpose.
ADDITIONAL INFORMATION
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and distributions to shareholders is
explained in the Prospectus under the caption "Dividends, Distributions
and Taxes." Under the Internal Revenue Code, the Fund 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 the Fund must pay an excise tax on the amounts not distributed.
While it is presently anticipated that the Fund's distributions will meet
those requirements, the Fund's Board and Manager might determine in a
particular year that it might be in the best interest of the Fund's
shareholders not to distribute income or capital gains at the mandated
levels and to pay the excise tax on the undistributed amounts, which would
reduce the amount available for distribution to shareholders.
Dividend Reinvestment in Another Fund. Direct shareholders of the Fund
may elect to reinvest all dividends and/or distributions in Class A shares
of any of the other funds listed in the Prospectus 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.
The Custodian and the Transfer Agent. The Custodian's responsibilities
include safeguarding and controlling the Fund's portfolio securities and
handling the delivery of portfolio securities to and from the Fund. The
Manager has represented to the Fund that its banking relationships between
the Manager and the Custodian have been and will continue to be unrelated
to and unaffected by the relationship between the Fund and the Custodian.
It will be the practice of the Fund 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. as the Transfer Agent, is responsible for
maintaining the Fund'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 the Fund and the Distributor, the Distributor is the
Fund's principal underwriter in the continuous public offering of the
Fund's shares but is not obligated to sell a specific number of shares.
Expenses normally attributable to sales (other than those paid under the
Service Plan), include advertising and the cost of printing and mailing
prospectuses (other than those furnished to existing shareholders), are
borne by the Distributor.
Independent Auditors. The independent auditors of the Fund audit the
Fund's financial statements and perform other related audit services.
They also act as auditors for the Manager, Oppenheimer Management
Corporation, the Manager's immediate parent, as well as for and certain
other funds advised by the Manager and Oppenheimer Management Corporation.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Daily Cash Accumulation Fund, Inc.
The Board of Directors and Shareholders of Daily Cash Accumulation
Fund, Inc.:
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Daily Cash Accumulation Fund,
Inc., as of December 31, 1994, the related statement of operations for the
year then ended, the statements of changes in net assets for the years
ended December 31, 1994 and 1993, and the financial highlights for the
period January 1, 1985 to December 31, 1994. These financial statements
and financial highlights are the responsibility of the Fund'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 also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1994 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 Daily Cash
Accumulation Fund, Inc., at December 31, 1994, 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
January 23, 1995
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1994
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Market Value
Amount See Note 1
------ ------------
<S> <C> <C>
BANKERS' ACCEPTANCES -- 0.3%
Chase Manhattan Bank, N.A., 6.15%, 2/17/95 (Cost $9,919,708)............................... $ 10,000,000 $ 9,919,708
CERTIFICATES OF DEPOSIT -- 2.6%
YANKEE CERTIFICATES OF DEPOSIT -- 1.2%
Mitsubishi Bank Ltd., 5.60%, 1/25/95....................................................... 10,000,000 9,962,667
Mitsubishi Bank Ltd., 5.87%, 2/17/95....................................................... 10,000,000 9,999,165
Mitsubishi Bank Ltd., 6.20%, 2/6/95........................................................ 15,000,000 15,000,000
--------------
34,961,832
--------------
DOMESTIC CERTIFICATES OF DEPOSIT -- 1.4%
Huntington National Bank, 5.82%, 1/4/95(1)................................................. 20,000,000 19,994,140
LaSalle National Bank, 5.57%, 1/17/95...................................................... 5,000,000 5,000,000
LaSalle National Bank, 5.87%, 2/6/95....................................................... 15,000,000 15,000,000
--------------
39,994,140
--------------
Total Certificates of Deposit (Cost $74,955,972)........................................... 74,955,972
--------------
DIRECT BANK OBLIGATIONS -- 1.8%
ABN Amro Bank NV, guaranteeing commercial paper of:
ABN Amro Bank, Canada, 5.85%, 2/24/95.................................................... 10,000,000 9,912,250
First National Bank of Boston, 5.72%, 1/3/95(1)............................................ 13,000,000 13,001,098
PNC Bank, N.A., 5.66%, 1/4/95(1)........................................................... 10,000,000 9,994,356
PNC Bank, N.A., 5.82%, 1/4/95(1)........................................................... 15,000,000 14,995,428
South Carolina National Bank, 8.95%, 1/30/95............................................... 5,000,000 5,014,155
--------------
Total Direct Bank Obligations (Cost $52,917,287)........................................... 52,917,287
--------------
LETTERS OF CREDIT -- 3.3%
Banc One Dayton, guaranteeing commercial paper of:
Nationwide Funding Corp., 6.28%, 1/5/95(1)(2)............................................ 17,267,000 17,267,000
Credit Suisse, guaranteeing commercial paper of:
Queensland Alumina Ltd., 5.60%, 1/17/95.................................................. 10,000,000 9,975,111
Credit Suisse, guaranteeing commercial paper of:
Queensland Alumina Ltd., 5.80%, 2/1/95................................................... 8,000,000 7,960,044
Credit Suisse, guaranteeing commercial paper of:
Queensland Alumina Ltd., 5.85%, 2/13/95.................................................. 10,834,000 10,758,297
Credit Suisse, guaranteeing commercial paper of:
Queensland Alumina Ltd., 6.07%, 2/6/95................................................... 6,091,000 6,054,028
Mitsubishi Bank Ltd., guaranteeing commercial paper of:
Mitsubishi Motors Credit of America, 5.45%, 1/13/95...................................... 6,000,000 5,989,100
Mitsubishi Bank Ltd., guaranteeing commercial paper of:
Mitsubishi Motors Credit of America, 5.50%, 1/17/95...................................... 5,000,000 4,987,779
</TABLE>
<PAGE>
STATEMENT OF INVESTMENTS (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Market Value
Amount See Note 1
------ ------------
<S> <C> <C>
LETTERS OF CREDIT (CONTINUED)
Mitsubishi Bank Ltd., guaranteeing commercial paper of:
Mitsubishi Motors Credit of America, 5.50%, 1/18/95..................................... $ 10,000,000 $ 9,974,028
Mitsubishi Bank Ltd., guaranteeing commercial paper of:
Mitsubishi Motors Credit of America, 5.65%-5.70%, 1/9/95................................ 15,000,000 14,981,111
Sanwa Bank Ltd., guaranteeing commercial paper of:
Orix America, Inc., 5.47%, 1/9/95(2).................................................... 5,000,000 4,993,922
Sanwa Bank Ltd., guaranteeing commercial paper of:
Orix America, Inc., 5.56%, 2/1/95(2).................................................... 5,000,000 4,976,061
Total Letters of Credit (Cost $97,916,481)................................................ --------------
97,916,481
--------------
SHORT-TERM NOTES -- 87.4%
ASSET-BACKED -- 13.9%
Asset Securitization Cooperative, 5.40%, 1/13/95(2)....................................... 15,000,000 14,973,000
Asset Securitization Cooperative, 5.65%, 1/11/95(2)....................................... 15,000,000 14,976,458
Asset Securitization Cooperative, 6.05%-6.10%, 2/1/95(2).................................. 35,000,000 34,816,583
Beta Finance, Inc., 5.80%- 5.82%, 2/21/95(2).............................................. 36,000,000 35,704,030
CIESCO L.P., 5.27%, 1/24/95............................................................... 15,000,000 14,949,496
Cooperative Association of Tractor Dealers, Inc., 5.55%, 1/23/95.......................... 5,000,000 4,983,042
Cooperative Association of Tractor Dealers, Inc., 6.07%, 1/19/95.......................... 11,300,000 11,265,705
CXC, Inc., 5.75%, 2/10/95................................................................. 10,000,000 9,936,111
CXC, Inc., 5.98%, 2/1/95(2)............................................................... 20,000,000 19,897,011
CXC, Inc., 6.15%, 2/16/95................................................................. 15,000,000 14,882,125
Falcon Asset Securitization Corp., 6.10%, 1/10/95(2)...................................... 5,025,000 5,017,337
Falcon Asset Securitization Corp., 6.10%, 1/20/95(2)...................................... 5,400,000 5,382,615
Falcon Asset Securitization Corp., 6.10%, 1/23/95(2)...................................... 5,525,000 5,504,404
Falcon Asset Securitization Corp., 6.12%, 2/10/95(2)...................................... 15,000,000 14,898,000
Falcon Asset Securitization Corp., 6.15%, 2/6/95(2)....................................... 15,000,000 14,907,750
First Deposit Master Trust 1993-3, 5.375%, 1/17/95(2)(3).................................. 4,900,000 4,888,294
First Deposit Master Trust 1993-3, 5.42%, 1/23/95(2)(3)................................... 5,900,000 5,880,458
First Deposit Master Trust 1993-3, 5.08%, 2/8/95(2)(3).................................... 15,000,000 14,919,567
Preferred Receivables Funding Corp., 5.625%-5.70%, 1/9/95................................. 29,775,000 29,737,535
Preferred Receivables Funding Corp., 5.65%, 1/10/95....................................... 10,000,000 9,985,875
Preferred Receivables Funding Corp., 5.80%, 2/14/95....................................... 30,000,000 29,787,333
Riverwoods Funding Corp., 6%, 1/11/95..................................................... 10,000,000 9,983,333
Riverwoods Funding Corp., 6%, 1/9/95...................................................... 10,000,000 9,986,667
Sheffield Receivables Corp., 5.98%, 2/1/95................................................ 20,000,000 19,897,011
</TABLE>
<PAGE>
STATEMENT OF INVESTMENTS (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Market Value
Amount See Note 1
------ ------------
<S> <C> <C>
SHORT-TERM NOTES (CONTINUED)
ASSET-BACKED (CONTINUED)
SMM Trust 1994-A, 6.425%, 3/17/95(1)(2)(3)................................................ $ 35,000,000 $ 34,997,407
Structured Enhanced Return Trust 1994 Series A-07, 5.87%, 1/4/95(1)(2)(3)................. 10,000,000 9,998,997
Structured Enhanced Return Trust 1994 Series A-11, 5.865%, 1/3/95(1)(2)(3)................ 10,000,000 10,000,000
--------------
412,156,144
--------------
BANKS -- 2.7%
Chase Manhattan Corp., 5.36%, 1/13/95..................................................... 20,000,000 19,964,267
Chase Manhattan Corp., 5.40%, 1/17/95..................................................... 10,000,000 9,976,000
Fleet Financial Group, Inc., 6.08%, 1/17/95............................................... 15,000,000 14,959,467
NationsBank Corp., 5.84%, 2/15/95......................................................... 10,000,000 9,927,000
PNC Funding Corp., 5.08%, 3/2/95.......................................................... 25,000,000 24,788,333
--------------
79,615,067
--------------
BEVERAGES: ALCOHOLIC -- 0.6%
Seagram (Joseph E.) & Sons, Inc., 5.90%, 2/24/95(2)....................................... 18,000,000 17,840,700
--------------
BEVERAGES: SOFT DRINKS -- 1.9%
Coca-Cola Enterprises, Inc., 5.55%, 1/4/95(2)............................................. 15,000,000 14,993,062
Coca-Cola Enterprises, Inc., 5.80%, 2/13/95(2)............................................ 30,000,000 29,792,167
Coca-Cola Enterprises, Inc., 6%, 1/30/95(2)............................................... 10,000,000 9,951,667
--------------
54,736,896
--------------
BROKER/DEALERS -- 15.1%
Bear Stearns Cos., Inc., 5.79%, 1/3/95(1)................................................. 10,000,000 10,000,000
Bear Stearns Cos., Inc., 5.97%, 1/4/95(1)................................................. 10,000,000 10,000,000
Bear Stearns Cos., Inc., 6.178%, 1/3/95(1)................................................ 17,000,000 17,000,000
Bear Stearns Cos., Inc., 6.244%, 1/9/95(1)................................................ 5,000,000 5,000,000
BT Securities Corp., 5.92%, 1/4/95(1)..................................................... 10,000,000 10,000,000
CS First Boston Group, Inc., 5.10%, 3/8/95(2)............................................. 10,000,000 9,906,500
CS First Boston Group, Inc., 5.82%, 1/31/95............................................... 10,000,000 9,951,500
CS First Boston Group, Inc., 6.12%, 2/8/95................................................ 25,000,000 24,838,500
Dean Witter, Discover & Co., 5.16%, 1/17/95............................................... 5,000,000 4,988,533
Dean Witter, Discover & Co., 5.35%, 1/12/95............................................... 25,000,000 24,959,132
Goldman Sachs Group L.P., 5.08%, 3/1/95................................................... 17,000,000 16,858,466
Goldman Sachs Group L.P., 5.685%, 1/4/95(1)(2)(3)(4)...................................... 10,000,000 10,000,000
Goldman Sachs Group L.P., 5.738%, 1/13/95(1)(2)(3)(4)..................................... 10,000,000 10,000,000
Goldman Sachs Group L.P., 5.92%, 1/4/95(1)(2)(3).......................................... 5,000,000 5,000,000
Goldman Sachs Group L.P., 6.145%, 1/13/95(1)(2)(3)........................................ 25,000,000 25,000,000
Goldman Sachs Group L.P., 6.375%, 3/21/95(1)(2)(3)........................................ 28,000,000 28,000,000
</TABLE>
<PAGE>
STATEMENT OF INVESTMENTS (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Market Value
Amount See Note 1
------ ------------
<S> <C> <C>
SHORT-TERM NOTES (CONTINUED)
BROKER/DEALERS (CONTINUED)
Goldman Sachs Group L.P., 6.575%, 3/8/95(1)(2)(3)......................................... $ 15,000,000 $ 15,011,215
Lehman Brothers Holdings, Inc., 5.61%, 1/12/95............................................ 11,000,000 11,000,000
Lehman Brothers Holdings, Inc., 6.15%, 1/3/95(1).......................................... 10,000,000 10,000,000
Lehman Brothers Holdings, Inc., 6.22%, 1/3/95(1).......................................... 127,900,000 127,900,000
Morgan Stanley Group, Inc., 5.49%, 1/3/95(1).............................................. 59,700,000 59,700,000
--------------
445,113,846
--------------
BUILDING MATERIALS GROUP -- 0.3%
Compagnie de Saint-Gobain SA, 5.08%, 3/1/95............................................... 10,000,000 9,916,744
--------------
COMMERCIAL FINANCE -- 1.3%
CIT Group Holdings, Inc., 6.309%, 1/11/95(1)(4)........................................... 38,500,000 38,500,000
--------------
CONGLOMERATES -- 4.5%
ITT Corp., 5.87%, 2/15/95................................................................. 25,000,000 24,816,563
ITT Corp., 6.02%, 2/1/95(2)............................................................... 10,000,000 9,948,161
ITT Corp., 6.15%, 2/6/95(2)............................................................... 10,000,000 9,938,500
ITT Corp., 6.22%, 2/6/95.................................................................. 10,000,000 9,937,800
Mitsubishi International Corp., 5.50%, 1/24/95............................................ 5,000,000 4,982,431
Mitsubishi International Corp., 5.60%, 2/1/95............................................. 5,000,000 4,975,889
Mitsubishi International Corp., 5.82%, 2/17/95............................................ 12,000,000 11,908,820
Mitsubishi International Corp., 5.85%, 2/21/95............................................ 21,700,000 21,520,160
Pacific Dunlop Ltd., 5.12%, 2/21/95(2).................................................... 25,000,000 24,818,667
Pacific Dunlop Ltd., 5.12%, 2/28/95(2).................................................... 10,000,000 9,917,511
--------------
132,764,502
--------------
CONSUMER FINANCE (PERSONAL LOANS) -- 3.9%
Sears Roebuck Acceptance Corp., 5.10%, 1/23/95............................................ 21,000,000 20,934,550
Sears Roebuck Acceptance Corp., 5.83%, 1/31/95............................................ 35,000,000 34,829,958
Sears Roebuck Acceptance Corp., 5.83%, 2/8/95............................................. 25,000,000 24,846,153
Sears Roebuck Acceptance Corp., 5.90%, 2/6/95............................................. 35,000,000 34,793,500
--------------
115,404,161
--------------
DIVERSIFIED FINANCE -- 11.6%
Ford Motor Credit Co., 5.80%-6.13%, 2/6/95................................................ 72,500,000 72,071,250
Ford Motor Credit Co., 6.05%, 1/30/95..................................................... 10,000,000 9,951,264
General Electric Capital Corp., 5.82%, 2/21/95............................................ 15,000,000 14,876,325
General Motors Acceptance Corp., 5.81%, 2/13/95........................................... 15,000,000 14,895,904
General Motors Acceptance Corp., 5.92%, 1/30/95........................................... 30,000,000 29,856,933
</TABLE>
<PAGE>
STATEMENT OF INVESTMENTS (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Market Value
Amount See Note 1
------ ------------
<S> <C> <C>
SHORT-TERM NOTES (CONTINUED)
DIVERSIFIED FINANCE NOTES (CONTINUED)
General Motors Acceptance Corp., 6.10%, 1/25/95........................................... $ 18,000,000 $ 17,926,800
General Motors Acceptance Corp., 6.15%, 2/3/95............................................ 35,000,000 34,802,688
General Motors Acceptance Corp., 6.20%, 2/9/95............................................ 10,000,000 9,932,833
General Motors Acceptance Corp., 6.65%, 2/10/95........................................... 16,500,000 16,523,216
Household Finance Corp., 6.25%, 1/3/95(1)................................................. 15,000,000 14,998,733
ITT Financial Corp., 5.45%-5.52%, 1/17/95................................................. 18,000,000 17,956,151
ITT Financial Corp., 5.83%, 2/15/95....................................................... 45,000,000 44,672,062
ITT Financial Corp., 5.94%, 2/1/95........................................................ 25,000,000 24,872,125
ITT Financial Corp., 6.125%, 1/27/95...................................................... 9,000,000 8,960,188
Transamerica Finance Corp., 5.10%, 2/3/95................................................. 10,000,000 9,953,250
--------------
342,249,722
--------------
ELECTRIC COMPANIES -- 2.6%
Central & Southwest Corp., 5.98%, 2/8/95.................................................. 10,000,000 9,936,878
Central & Southwest Corp., 6.12%, 2/13/95................................................. 15,000,000 14,890,350
Central & Southwest Corp., 6.15%, 2/2/95.................................................. 20,000,000 19,890,667
Vattenfall Treasury, Inc., guaranteed by Vattenfall AB, 5.80%, 1/30/95.................... 7,000,000 6,967,294
Vattenfall Treasury, Inc., guaranteed by Vattenfall AB, 5.80%, 2/21/95.................... 25,000,000 24,794,583
--------------
76,479,772
--------------
FACTORING -- 3.4%
CSW Credit, Inc., 5.70%, 1/9/95........................................................... 20,000,000 19,974,667
CSW Credit, Inc., 6.08%, 1/31/95.......................................................... 15,000,000 14,924,000
CSW Credit, Inc., 6.10%, 2/10/95.......................................................... 15,000,000 14,898,333
CSW Credit, Inc., 6.10%-6.17%, 2/13/95.................................................... 45,000,000 44,670,453
CSW Credit, Inc., 6.12%, 2/14/95.......................................................... 7,000,000 6,947,640
--------------
101,415,093
--------------
FINANCIAL SERVICES: MISCELLANEOUS -- 3.8%
Countrywide Funding Corp., 6.10%, 1/4/95.................................................. 15,000,000 14,992,375
Countrywide Funding Corp., 6.20%, 1/3/95.................................................. 9,000,000 8,996,900
Countrywide Funding Corp., 6.30%, 1/5/95.................................................. 65,000,000 64,954,500
Fleet Mortgage Group, Inc., 6.10%, 1/20/95................................................ 25,000,000 24,919,514
--------------
113,863,289
--------------
HEALTHCARE: MISCELLANEOUS -- 2.0%
American Home Products, 5.95%, 2/21/95(2)................................................. 35,000,000 34,704,979
Sherwood Medical Co., 5.95%, 2/21/95(2)................................................... 25,000,000 24,789,271
--------------
59,494,250
--------------
</TABLE>
<PAGE>
STATEMENT OF INVESTMENTS (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Market Value
Amount See Note 1
------ ------------
<S> <C> <C>
SHORT-TERM NOTES (CONTINUED)
HOUSEWARES -- 1.4%
Newell Co., 5.82%, 2/17/95(2)............................................................. $ 25,000,000 $ 24,810,041
Newell Co., 6.15%, 1/11/95(2)............................................................. 18,400,000 18,368,567
--------------
43,178,608
--------------
INSURANCE -- 8.7%
Internationale Nederlanden Verzekeringen, NV, guaranteeing commercial paper of:
Internationale Nederlanden U.S. Insurance Holdings, Inc., 5.80%, 1/25/95................ 10,950,000 10,907,660
Internationale Nederlanden NV, guaranteeing commercial paper of:
Internationale Nederlanden U.S. Insurance Holdings, Inc., 6%, 1/30/95................... 10,000,000 9,951,667
Pacific Mutual Life Insurance Co., 5.633%, 1/3/95(1)(2)(3)(4)............................. 50,000,000 50,000,000
Protective Life Insurance Co., 6.15%, 1/3/95(1)(2)(4)..................................... 20,000,000 20,000,000
Protective Life Insurance Co., 6.31%, 1/9/95(2)(4)........................................ 20,000,000 20,000,000
Sun Life Insurance Co., 6.275%, 1/4/95(1)(4).............................................. 145,000,000 145,000,000
--------------
255,859,327
--------------
LEASE FINANCING -- 4.1%
International Lease Finance Corp., 5.15%, 1/17/95......................................... 10,000,000 9,977,111
International Lease Finance Corp., 5.75%, 2/8/95.......................................... 17,000,000 16,896,819
International Lease Finance Corp., 5.82%, 2/22/95......................................... 10,000,000 9,915,933
International Lease Finance Corp., 5.87%, 2/1/95.......................................... 20,000,000 19,898,906
International Lease Finance Corp., 6%, 2/3/95............................................. 10,000,000 9,945,000
Sanwa Business Credit Corp., 5.74%, 1/3/95(1)............................................. 15,000,000 15,000,000
Sanwa Business Credit Corp., 5.90%, 1/30/95............................................... 10,000,000 9,952,472
Sanwa Business Credit Corp., 5.97%, 2/24/95............................................... 10,000,000 9,910,450
Sanwa Business Credit Corp., 6.10%, 1/19/95............................................... 5,000,000 4,984,750
Sanwa Business Credit Corp., 6.12%, 2/3/95................................................ 5,000,000 4,971,950
Sanwa Business Credit Corp., 6.125%, 2/7/95............................................... 10,000,000 9,937,049
--------------
121,390,440
--------------
MANUFACTURING: DIVERSIFIED INDUSTRIALS -- 0.6%
Bowater PLC, 5.40%, 1/11/95(2)............................................................ 11,000,000 10,983,500
Hanson Finance (UK) PLC, guaranteed by Hanson PLC, 5.42%, 1/13/95......................... 7,000,000 6,987,353
--------------
17,970,853
--------------
RETAIL STORES: DEPARTMENT, GENERAL AND SPECIALTY -- 0.4%
St. Michael Finance Ltd., guaranteed by Marks & Spencer, PLC, 5.09%, 2/28/95.............. 11,045,000 10,954,425
--------------
</TABLE>
<PAGE>
STATEMENT OF INVESTMENTS (Continued)
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Face Market Value
Amount See Note 1
------ ------------
<S> <C> <C>
SHORT-TERM NOTES (CONTINUED)
TECHNOLOGY -- 0.5%
Electronic Data Systems Corp., 5.52%, 1/17/95............................................ $ 6,000,000 $ 5,985,280
Electronic Data Systems Corp., 5.63%, 1/24/95............................................ 4,000,000 3,985,612
Electronic Data Systems Corp., 5.77%, 2/15/95............................................ 5,000,000 4,963,938
--------------
14,934,830
--------------
TELECOMMUNICATIONS -- 3.4%
NYNEX Corp., 5.10%, 1/17/95.............................................................. 10,000,000 9,977,333
NYNEX Corp., 5.60%, 1/20/95.............................................................. 5,000,000 4,985,222
NYNEX Corp., 5.82%, 2/13/95.............................................................. 30,000,000 29,791,450
NYNEX Corp., 5.85%-6.12%, 2/16/95........................................................ 56,000,000 55,574,219
--------------
100,328,224
--------------
TOBACCO -- 0.7%
American Brands, Inc., 5.52%, 1/18/95.................................................... 5,000,000 4,986,967
American Brands, Inc., 5.58%, 1/23/95.................................................... 15,000,000 14,948,850
--------------
19,935,817
--------------
Total Short-Term Notes (Cost $2,584,102,710)............................................................. 2,584,102,710
--------------
U.S. GOVERNMENT OBLIGATIONS -- 5.6%
Small Business Administration, 5.625%-10.125%, 1/1/95(1) (Cost $166,916,983)............. 161,581,146 166,916,983
--------------
Total Investments, at Value (Cost $2,986,729,141)............................................ 101.0% 2,986,729,141
Liabilities in Excess of Other Assets........................................................ (1.0) (28,496,978)
----- --------------
Net Assets................................................................................... 100.0% $2,958,232,163
----- --------------
----- --------------
</TABLE>
- ------------
1. Variable rate security. 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 December 31, 1994.
2. Security purchased in private placement transaction, without registration
under the Securities Act of 1933 (the Act). The securities are carried at
amortized cost, and amount to $707,773,403, or 23.9% of the Fund's net
assets.
3. In addition to being restricted, the security is considered illiquid by
virtue of the absence of a readily available market or because of legal or
contractual restrictions on resale, illiquid securities amount to
$223,695,938, or 7.6% of the Fund's net assets, at December 31, 1994. The
Fund may not invest more than 10% of its net assets (determined at the time
of purchase) in illiquid securities.
4. Put obligation redeemable at full face value on the date reported.
See accompanying Notes to Financial Statements.
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES December 31, 1994
Daily Cash Accumulation Fund, Inc.
<TABLE>
<S> <C>
ASSETS:
Investments, at value (cost $2,986,729,141) -- see accompanying statement........................ $2,986,729,141
Cash.............................................................................................. 6,444,695
Receivables:
Interest and principal paydowns................................................................. 8,380,640
Shares of capital stock sold.................................................................... 533,647
Other............................................................................................. 199,523
--------------
Total assets................................................................................. 3,002,287,646
--------------
LIABILITIES:
Payables and other liabilities:
Shares of capital stock redeemed................................................................ 42,240,559
Service plan fees -- Note 3.................................................................... 265,121
Other........................................................................................... 1,549,803
--------------
Total liabilities............................................................................ 44,055,483
--------------
NET ASSETS........................................................................................ $2,958,232,163
--------------
--------------
COMPOSITION OF NET ASSETS:
Par value of shares of capital stock.............................................................. $ 295,813,146
Additional paid-in capital........................................................................ 2,662,318,310
Accumulated net realized gain (loss) from investment transactions................................. 100,707
--------------
NET ASSETS -- Applicable to 2,958,131,456 shares of capital stock outstanding.................... $2,958,232,163
--------------
--------------
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE....................................
$1.00
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
STATEMENT OF OPERATIONS For the Year Ended December 31, 1994
Daily Cash Accumulation Fund, Inc.
<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest........................................................................................... $147,806,217
------------
EXPENSES:
Management fees -- Note 3......................................................................... 11,918,801
Service plan fees -- Note 3....................................................................... 6,661,667
Transfer and shareholder servicing agent fees -- Note 3........................................... 5,076,668
Shareholder reports................................................................................ 386,525
Custodian fees and expenses........................................................................ 310,880
Registration and filing fees....................................................................... 163,365
Legal and auditing fees............................................................................ 66,104
Directors' fees and expenses....................................................................... 43,404
Other.............................................................................................. 231,806
------------
Total expenses................................................................................ 24,859,220
------------
Less reimbursement of expenses by Centennial Asset Management Corporation -- Note 3............... (125,619)
------------
Net expenses....................................................................................... 24,733,601
NET INVESTMENT INCOME (LOSS)....................................................................... 123,072,616
NET REALIZED GAIN (LOSS) ON INVESTMENTS............................................................ (27,746)
------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....................................
$123,044,870
------------
------------
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1994 1993
-------------- --------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss)............................................... $ 123,072,616 $ 105,100,335
Net realized gain (loss) on investments.................................... (27,746) 9,018
-------------- --------------
Net increase (decrease) in net assets resulting from operations.......... 123,044,870 105,109,353
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS................................ (123,088,801)
(105,233,465)
CAPITAL STOCK TRANSACTIONS:
Net increase (decrease) in net assets resulting from capital stock
transactions -- Note 2................................................... (630,590,211) (472,064,008)
-------------- --------------
NET ASSETS
Total increase (decrease).................................................. (630,634,142) (472,188,120)
Beginning of period........................................................ 3,588,866,305 4,061,054,425
-------------- --------------
End of period.............................................................. $2,958,232,163 $3,588,866,305
-------------- --------------
-------------- --------------
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
FINANCIAL HIGHLIGHTS
Daily Cash Accumulation Fund, Inc.
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <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 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- ----- ----- -----
Income from investment
operations -- net investment income
and net realized gain on
investments.......................... .04(1) .03 .03 .06 .08 .08 .07 .06
Dividends and distributions to
shareholders......................... (.04) (.03) (.03) (.06) (.08) (.08) (.07) (.06)
----- ----- ----- ----- ----- ----- ----- -----
Net asset value, end of period......... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- ----- ----- -----
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
millions)............................ $2,958 $3,589 $4,061 $5,208 $5,025 $4,920 $3,128 $2,555
Average net assets (in millions)....... $3,378 $3,940 $4,760 $5,434 $4,849 $4,112 $2,809 $2,541
Number of shares outstanding at end of
period (in millions)................. 2,958 3,589 4,061 5,208 5,024 4,920 3,128 2,555
Ratios to average net assets:
Net investment income................ 3.64% 2.67% 3.50% 5.64% 7.61% 8.58% 7.01% 6.10%
Expenses............................. .73%(1) .74% .70% .67% .68% .71% .77% .78%
<CAPTION>
1986 1985
------ ------
<S> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period... $1.00 $1.00
----- -----
Income from investment
operations -- net investment income
and net realized gain on
investments.......................... .06 .07
Dividends and distributions to
shareholders......................... (.06) (.07)
----- -----
Net asset value, end of period......... $1.00 $1.00
----- -----
----- -----
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
millions)............................ $2,635 $2,311
Average net assets (in millions)....... $2,530 $2,071
Number of shares outstanding at end of
period (in millions)................. 2,635 2,311
Ratios to average net assets:
Net investment income................ 6.11% 7.46%
Expenses............................. .78% .80%
</TABLE>
1. Net investment income would have been $.04 per share absent the voluntary
expense limitation, resulting in an expense ratio of .74%.
See accompanying Notes to Financial Statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Daily Cash Accumulation Fund, Inc.
1. SIGNIFICANT ACCOUNTING POLICIES
Daily Cash Accumulation Fund, Inc. (the Fund) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Fund's investment advisor is Centennial Asset Management
Corporation (the Manager), a subsidiary of Oppenheimer Management Corporation
(OMC). The following is a summary of significant accounting policies
consistently followed by the Fund.
Investment Valuation -- Portfolio securities are valued on the basis of
amortized cost, which approximates market value.
Federal Income Taxes -- The Fund 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 tax provision is required.
Distributions to Shareholders -- The Fund 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 Fund 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.
2. CAPITAL STOCK
The Fund has authorized 15,000,000,000 shares of $.10 par value capital stock.
Transactions in shares of capital stock were as follows:
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1994 December 31, 1993
--------------------------------- ---------------------------------
Shares Amount Shares Amount
-------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Sold.......................... 7,074,792,010 $ 7,074,792,010 9,243,874,957 $ 9,243,874,957
Dividends and
distributions
reinvested.................. 120,864,868 120,864,868 103,269,781 103,269,781
Redeemed...................... (7,826,247,089) (7,826,247,089) (9,819,208,746) (9,819,208,746)
-------------- --------------- -------------- ---------------
Net decrease............. (630,590,211) $ (630,590,211) (472,064,008) $ (472,064,008)
-------------- --------------- -------------- ---------------
-------------- --------------- -------------- ---------------
</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 Fund which provides for an annual fee of .45% on the
first $500 million of net assets with a reduction of .025% on each $500 million
thereafter, to .25% on net assets in excess of $4 billion. The Manager has
agreed to reimburse the Fund if aggregate expenses (with specified exceptions)
exceed the most stringent applicable regulatory limit on Fund expenses. A
voluntary undertaking to waive a portion of its management fee to ensure that
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
Daily Cash Accumulation Fund, Inc.
the Fund's management fee does not exceed .35% of average annual net assets was
terminated December 1, 1994. In addition, the Manager has voluntarily undertaken
to assume Trust expenses to the level needed to maintain a seven-day yield at
least equal to, and a dividend equal to, that of Centennial Money Market Trust
Fund another registered investment company advised by the Manager effective
December 1, 1994.
Shareholder Services, Inc. (SSI), a subsidiary of OMC, is the transfer and
shareholder servicing agent for the Fund, 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 Fund may expend up to .20% of its
net assets annually to reimburse certain securities dealers and other financial
institutions and organizations for costs incurred in distributing Fund shares.
<PAGE>
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Below is a description of the two highest rating categories for Short Term
Debt and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on
behalf of the Fund. 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-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 Fund with a remaining maturity of 397 days or less, or
for rating issuers of short-term obligations.
Moody's: Bonds (including municipal bonds) are rated as follows:
Aaa: Judged to be the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong positions of such
issues.
Aa: Judged to be of high quality by all standards. Together with
the "Aaa" group they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in "Aaa" securities
or fluctuations of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in "Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates that the issue ranks
in the lower end of its generic rating category.
Standard & Poor's: Bonds (including municipal bonds) are rated as
follows:
AAA: The highest rating assigned by S&P. Capacity to pay interest
and repay principal is extremely strong.
AA: A strong capacity to pay interest and repay principal and differ
from "AAA" rated issues only in small degree.
Fitch:
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 receiving payment of principal and interest on
a timely basis and incorporate TBW's opinion as to the vulnerability of
the company to adverse developments, which may impact the market's
perception of the company, thereby affecting the marketability of its
securities.
A: Possesses an exceptionally strong balance sheet and earnings
record, translating into an excellent reputation and
unquestioned access to its natural money markets. If weakness
or vulnerability exists in any aspect of the company's business,
it is entirely mitigated by the strengths of the organization.
A/B: The company is financially very solid with a favorable track
record and no readily apparent weakness. Its overall risk
profile, while low, is not quite as favorable as for companies
in the highest rating category.
<PAGE>
APPENDIX B
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 Fund and/or the Distributor. When adopted, such amendments
will automatically apply to existing Plans.
Fund shares will be redeemed as necessary to meet withdrawal
payments. Depending on the amount withdrawn, the investor's principal may
be depleted. Payments made to shareholders under such plans may 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. Accordingly, a shareholder may not maintain an
Automatic Withdrawal Plan while simultaneously making regular purchases.
1. Shareholder Services, Inc. (the "Transfer Agent") 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 Funds
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
Fund. 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 Fund, 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 into effect.
7. The Planholder may, at any time, instruct the Transfer Agent by
written notice (in proper form in accordance with the requirements of the
then-current Prospectus of the Fund) 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 Fund'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 Fund. 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 Fund, 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 Fund, the Planholder will be deemed to have
appointed any successor transfer agent to act as his agent in
administering the Plan.
<PAGE>
APPENDIX C
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
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 Transmission
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking
[FN]
- ------------------------
*These categories are subject to the Fund's fundamental investment
restrictions that although the Fund shall not concentrate investments to
the extent of 25% of its assets in any industry, there is no limitation
as to investment in any industry, there is no limitation as to investment
in obligations issued by domestic banks or savings and loan associations
for this purpose, foreign branches of domestic banks are not considered
to be "domestic banks."
C-1
<PAGE>
Investment Adviser and Distributor
Centennial Asset Management Corporation
3410 South Galena Street
Denver, Colorado 80231
Transfer and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
1-800 525-9310
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
Colorado State Bank Building
1600 Broadway
Denver, Colorado 80202
<PAGE>
DAILY CASH ACCUMULATION FUND, INC.
FORM N-1A
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
1. Financial Highlights (See Part A): Filed herewith.
2. Independent Auditors' Report (See Part B): Filed herewith.
3. Statement of Investments at 12/31/94 (See Part B): Filed
herewith.
4. Statement of Assets and Liabilities at 12/31/94 (See Part
B): Filed herewith.
5. Statement of Operations for the year ended 12/31/94 (See
Part B): Filed herewith.
6. Statements of Changes in Net Assets for the years ended
12/31/93 and 12/31/94 (See Part B): Filed herewith.
7. Notes to Financial Statements for the year ended 12/31/94
(See Part B): Filed herewith.
(b) Exhibits:
1. (a) Articles of Incorporation dated 12/5/79: filed
12/11/79 (Maryland): filed with Post-Effective
Amendment No. 9 to Registrant's Registration
Statement, 10/30/81, and refiled herewith pursuant
to Item 102 of regulation S-T.
(b) Articles of Amendment dated 6/24/80, 4/20/81 and
6/5/81 to Articles of Incorporation: filed with
Post-Effective Amendment No. 9 to Registrant's
Registration Statement, 10/30/81, and refiled
herewith pursuant to Item 102 of regulation S-
T.
2. By-Laws, amended through 6/26/90: filed with Post-Effective
Amendment No. 31 to the Registrant's Registration
Statement, 4/29/92, and refiled herewith pursuant to Item
102 of regulation S-T.
3. Not applicable.
4. Specimen Common Stock Certificate: filed with Post-
Effective Amendment No. 34 to the Registrant's Registration
Statement, 4/21/94, and incorporated herein by
reference.
5. Investment Advisory Agreement dated 10/22/90: filed with
Post-Effective Amendment No. 27 to the Registrant's
Registration Statement, 3/1/91, and refiled herewith
pursuant to Item 102 of regulation S-T.
6. (a) General Distributor's Agreement dated 10/13/92
between Registrant and Centennial Asset Management
Corporation: filed with Post-Effective Amendment
No. 34 to Registrant's Registration Statement,
4/21/94, and incorporated herein by reference.
(b) Sub-Distributor's Agreement dated 5/28/93 between
Centennial Asset Management Corporation and
Oppenheimer Funds Distributor, Inc.: with Post-
Effective Amendment No. 34 to Registrant's
Registration Statement, 4/21/94, and incorporated
herein by reference.
(c) Form of Dealer Agreement of Centennial Asset
Management Corp. - Filed with Post-Effective
Amendment No. 6 of the Registration Statement of
Daily Cash Government Trust, 10/26/84, (Reg.
No. 2-46891) and incorporated herein by
reference.
(d) Form of Oppenheimer Funds Distributor, Inc. Dealer
Agreement: Filed with Post-Effective Amendment No.
14 of Oppenheimer Main Street Funds, Inc. (Reg. No.
33-17850), 9/30/94, and incorporated herein by
reference.
7. Not applicable.
8. (a) Custody Agreement dated 7/19/78 and Amendment to
Custodian Agreement dated 7/19/78: filed with Post-
Effective Amendment No. 4 to Registrant's
Registration Statement and refiled herewith
pursuant to Item 102 of regulation S-T.
(b) Second Amendment dated 12/29/81 to Custody
Agreement: filed with Post-Effective Amendment No.
9 to Registrant's Registration Statement, 10/30/81,
and refiled herewith pursuant to Item 102 of
regulation S-T.
9. Not applicable.
10. Opinion and Consent of Counsel dated 7/21/78: filed
with Pre-Effective Amendment No. 6 to Registrant's
Registration Statement, 7/25/78, and refiled herewith
pursuant to Item 102 of regulation S-T.
11. Independent Auditor's Consent: Filed herewith.
12. Not applicable.
13. Not applicable.
14. (a) Form of prototype Standardized and Non-
Standardized Profit-Sharing Plans and Money
Purchase Plans for self-employed persons and
corporations: filed with Post-Effective
Amendment No. 3 to the Registration Statement of
Oppenheimer Global Growth & Income Fund (Reg.
No. 33-23799), 1/31/92, and refiled with Post-
Effective Amendment No. 7 to the Registration
Statement of Oppenheimer Global Growth & Income
Fund (Reg. No. 33-23799), 12/1/94, pursuant to
Item 102 of Regulation S-T, and incorporated
herein by reference.
(b) Form of Individual Retirement Account Trust
Agreement: filed with Post-Effective Amendment No.
21 of Oppenheimer U.S. Government Trust (Reg. No.
2-76645), 8/25/93 and incorporated herein by
reference.
(c) 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 the Registration Statement of
Oppenheimer Growth Fund (Reg. No. 2-45272),
10/21/94, and incorporated herein by reference.
(d) Form of Simplified Employee Pension IRA: filed with
Post-Effective Amendment No. 42 to the Registration
Statement of Oppenheimer Equity Income Fund (Reg.
No. 2-33043), 10/28/94, and incorporated herein by
reference.
(e) Form of SAR-SEP Simplified Employee Pension IRA:
filed with Post-Effective Amendment No. 15 to the
Registration Statement of Oppenheimer Mortgage
Income Fund (File No. 33-6614), 1/19/95, and
incorporated herein by reference.
15. (a) Service Plan and Agreement dated 8/24/93 under
Rule 12b-1 of the Investment Company Act of
1940: Filed herewith.
(b) Distribution Assistance Agreement dated 4/28/92
between Centennial Asset Management Corporation and
A.G. Edwards & Sons, Inc. - Filed with Post-
Effective Amendment No. 34 to Registrant's
Registration Statement, 4/21/94, and incorporated
herein by reference.
16. Performance Data Computation Schedule: Filed herewith.
17. Financial Date Schedule: Filed herewith.
-- Powers of Attorney: Filed with Post-Effective Amendment No.
34 to the Registrant's Registration Statement 4/21/94, and
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 April 3, 1995
Common Stock, par value $.10 378,163
Item 27. Indemnification
Reference is made to Registrant's Articles of Incorporation, previously
filed as an exhibit to this Registration Statement, incorporated herein
by reference, and to Section 2-418 of the Maryland General Corporation
Law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, 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
director, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer of 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.
<TABLE>
<CAPTION>
Name & Current Position
with Centennial Asset Other Business and Connections
Management Corporation During the Past Two Years
- ----------------------- ------------------------------
<S> <C>
George C. Bowen, Director, Treasurer of the New York-based
Senior Vice President, OppenheimerFunds; Vice President, Secretary
Treasurer and Assistant and Treasurer of the Denver-based
Secretary. OppenheimerFunds. Vice President and
Treasurer of OppenheimerFunds. Oppenheimer
Funds Distributor, Inc. ("OFDI") and
HarbourView Asset Management Corporation
("HarbourView"), an investment adviser
subsidiary of OMC; Vice President, Treasurer
and Secretary of Shareholder Services, Inc.
("SSI") and Shareholder Financial Services,
Inc. ("SFSI"), transfer agent subsidiaries
of OMC; President, Treasurer and Director of
Centennial Capital Corporation; Vice
President and Treasurer of Main Street
Advisers; formerly Senior Vice
President/Comptroller and Secretary of
Oppenheimer Asset Management Corporation
("OAMC"), an investment adviser which was a
subsidiary of OMC.
Michael Carbuto, Vice Vice President and Portfolio Manager of
President Centennial California Tax Exempt Trust,
Centennial New York Tax Exempt Trust and
Centennial Tax Exempt Trust.
Andrew J. Donohue, Director Secretary of the New York-based
OppenheimerFunds; Vice President of the
Denver-based OppenheimerFunds; Executive
Vice President, Director and General Counsel
of the Distributor; formerly Senior Vice
President and Associate General Counsel of
the Manager and the Distributor.
Katherine P. Feld, Vice President and Secretary of OFDI;
Secretary Secretary of HarbourView, Main Street
Advisers, Inc.; Secretary, Vice President
and Director of Centennial Capital Corp.
James C. Swain, President Chairman, CEO and Trustee, Director or
and Director Managing Partner of the Denver-based
OppenheimerFunds; formerly President and
Director of OAMC, and Chairman of the Board
of SSI.
Gary P. Tyc, Assistant Assistant Treasurer of the Distributor and
Treasurer and Assistant SFSI.
Secretary
Dorothy Warmack, Vice Vice President and Portfolio Manager of
President Daily Cash Accumulation Fund, Inc.,
Oppenheimer Cash Reserves, Centennial
America Fund, L.P., Centennial Government
Trust and Centennial Money Market Trust.
Carol Wolf, Vice President Vice President and Portfolio Manager of
Oppenheimer Money Market Fund, Inc.,
Centennial America Fund, L.P., Centennial
Government Trust, Centennial Money Market
Trust and Daily Cash Accumulation Fund,
Inc.; Vice President of Oppenheimer
Multi-Sector Income Trust.
Arthur Zimmer, Vice Vice President and Portfolio Manager of
President Centennial America Fund, L.P., Oppenheimer
Money Fund, Centennial Government Trust,
Centennial Money Market Trust and Daily Cash
Accumulation Fund, Inc.; Vice President of
Oppenheimer Multi-Sector Income Trust; an
officer of other OppenheimerFunds.
</TABLE>
The OppenheimerFunds include the New York-based OppenheimerFunds and
the Denver-based OppenheimerFunds set forth below:
New York-based OppenheimerFunds
Oppenheimer Asset Allocation Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Discovery Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Mortgage Income Fund
Oppenheimer Multi-Government Trust
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Tax-Exempt Trust
Oppenheimer New York Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Target Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer Time Fund
Oppenheimer U.S. Government Trust
Denver-based OppenheimerFunds
Oppenheimer Cash Reserves
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.
The New York Tax-Exempt Income Fund, Inc.
Oppenheimer Champion High Yield Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Funds Trust
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer Tax-Exempt Bond Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
The address of Oppenheimer Management Corporation, the New York-based
OppenheimerFunds, Oppenheimer Funds 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 OppenheimerFunds, Shareholder
Financial Services, Inc., Shareholder Services, Inc., Oppenheimer
Shareholder Services, Centennial Asset Management Corporation, Centennial
Capital Corp., and Main Street Advisers, Inc. is 3410 South Galena Street,
Denver, Colorado 80231.
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:
<TABLE>
<CAPTION>
Name & Principal Positions & Offices Positions and Offices
Business Address with Underwriter with Registrant
- ---------------- ------------------- ---------------------
<S> <C> <C>
George C.Bowen+ Director, Senior Vice Vice President,
Treasurer
President, Treasurer and and Secretary
Assistant Secretary
Andrew J. Donohue* Director Vice President
Katherine P. Feld* Secretary None
Gary Paul Tyc+ Assistant Treasurer and None
Assistant Secretary
James C. Swain+ President and Director None
* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
</TABLE>
(c) For a discussion of the amounts paid to various broker-dealers
and others pursuant to Registrant's Distribution Plan, reference
is made to Parts A and B of this Registration Statement under
the caption "Distribution Plan".
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 under the possession of Centennial
Asset Management Corporation, whose business address is 3410 South Galena
Street, Denver, Colorado 80231.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable.
(c) 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
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 City of Denver and State of Colorado on
the 13th day of April, 1995.
DAILY CASH ACCUMULATION FUND, INC.
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:
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ James C. Swain* Chairman of the April 13, 1995
- ------------------ Board of Directors
James C. Swain
/s/ Jon S. Fossel* Chief Executive April 13, 1995
- -------------------- Officer and
Jon S. Fossel Director
/s/ George C. Bowen* Chief Financial April 13, 1995
- ------------------- and Accounting
George C. Bowen Officer
/s/ Robert G. Avis* Director April 13, 1995
- ------------------
Robert G. Avis
/s/ William A. Baker* Director April 13, 1995
- --------------------
William A. Baker
/s/ Charles Conrad, Jr.* Director April 13, 1995
- -----------------------
Charles Conrad, Jr.
/s/ Raymond J. Kalinowski* Director April 13, 1995
- -------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Director April 13, 1995
- ------------------
C. Howard Kast
/s/ Robert M. Kirchner* Director April 13, 1995
- ----------------------
Robert M. Kirchner
/s/ Ned M. Steel* Director April 13, 1995
- ----------------
Ned M. Steel
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>
<PAGE>
DAILY CASH ACCUMULATION FUND, INC.
Registration No. 2-46891
Post-Effective Amendment No. 37
Exhibit Index
Exhibit Description
24(b)1(a) Articles of Incorporation dated 12/5/79
24(b)1(b) Articles of Amendment dated 6/24/80, 4/20/81 and 6/5/81
24(b)2 By-Laws amended through 6/26/90
24(b)5 Investment Advisory Agreement dated 10/22/90
24(b)8(a) Custody Agreement dated 7/19/78 and Amendment dated 7/19/78
24(b)8(b) Second Amendment to Custody Agreement dated 12/29/81
24(b)10 Opinion and Consent of Counsel dated 7/21/78
24(b)11 Independent Auditor's Consent
24(b)15(a) Service Plan and Agreement under Rule 12b-1 dated 8/24/93
24(b)16 Performance Data Computation Schedule
24(b)17 Financial Data Schedule
<PAGE>
Exhibit 24(b)1(a)
ARTICLES OF INCORPORATION
OF
DAILY CASH ACCUMULATION FUND, INC.
THIS IS TO CERTIFY THAT:
ARTICLE 1
The undersigned, Robert G. Same, whose post office
address is 36000 South Yosemite Street, Denver,
Colorado 80237, being of full legal age, does, under
and by virtue of the General Laws of the State of
Maryland authorizing the formation of corporations,
act as incorporator with the intention of forming
corporation.
ARTICLE II
The name of the corporation (hereinafter called the
Corporation) is: DAILY CASH ACCUMULATION FUND, INC.
ARTICLE III
The purpose or purposes for which the Corporation is
formed and the business or objects to be transacted,
carried on and promoted by it are as follows:
(1) To engage generally in the business of
investing, reinvesting, owning, holding and
trading in securities, to issue redeemable
securities, and to generally engage in the
business of an open-end management
investment company in the United States,
the territories and possessions thereof,
and in foreign countries.
(2) To invest and reinvest its capital and/or
surplus and/or reserves and other assets
and to acquire by exchange, purchase,
subscription, contract or otherwise, and to
receive, own, hold, sell, assign, exchange,
pledge, borrow upon the credit of, transfer
or otherwise dispose of and generally deal
in all forms of securities, including, by
not by way of limitation, shares, stocks
(preferred, common and debenture), notes,
bonds, debentures, scrip, warrants,
participation certificates, mortgages,
commercial paper, choses in action,
evidences of indebtedness and other
obligations of every kind and description:
(a) of any corporation, syndicate,
association, common law trust, partnership,
firm or other entity, whether private,
public or quasi-public, existing or
carrying on business in the United States
or elsewhere throughout the world, and
whether or not the issuer of any such
security is organized or exists under the
laws of the United States, or any state,
territory or possession thereof, or under
the laws of any foreign country, or
subdivision thereof;
(b) of the United States or any agency
thereof;
(c) of any State of the United States or
any territory or possession of the United
States, or any county, municipality,
district or political subdivision in any
State of the United States, or any agency
of any of them;
(d) of any foreign country, or any agency
or political subdivision thereof;
(3) To consolidate or merge with, to acquire and
take over the assets of and assume the liabilities
and obligations of any other investment company,
whether incorporated or unincorporated, and to do all
acts and things necessary and incidental to
effectuate such consolidation or merger.
(4) To make contracts and generally to do any and
all acts and things necessary or desirable in
furtherance of any of the corporate purposes or
designed to protect, preserve and/or enhance the
value of the corporate assets, or to the extent
permitted to business corporation authorized under
the laws of the State of Maryland, as now or may in
the future be authorized by said law; and to do all
and everything necessary, suitable and proper for the
accomplishment of any of the purposes, objects or
powers hereinbefore set forth to the same extent and
as fully as a natural person might or could do, in
any part of the world and either alone or in
association or partnership with corporations, firms
or individuals; and to have all the rights, powers
and privileges now or hereafter conferred by the laws
of the State of Maryland upon a Corporation organized
under the General Laws of the State of Maryland, or
under any act amendatory thereof, supplemental
thereto or in substitution therefor.
(5) To redeem or repurchase any of its shares and/or
to retire the same, reduce the capital stock of the
Corporation and restore such shares to the status of
authorized and unissued shares.
(6) To borrow or raise money for any purpose of the
Corporation and from time to time draw, make, accept,
endorse, execute and issue promissory notes, drafts,
bills of exchange, warrants, bonds, debentures and
other negotiable and nonnegotiable instruments and
evidences of indebtedness, and to pledge, hypothecate
and borrow upon the credit of the assets of the
Corporation.
(7) To take such action as shall be desirable and
necessary to procure its shares to be licensed or
registered for sale under the laws of the United
States and in any state, county, city or other
municipality of the United States, the territories
thereof, the District of Columbia or in any foreign
country and in any town, city or subdivision thereof.
The forgoing clauses shall be construed both as objects and
powers, and it is expressly hereby provided that the enumeration
herein of any specific objects and powers shall not be held to
limit or restrict in any way the general powers of the
Corporation. Nor shall such objects and powers, except when
otherwise expressly provided, be in anywise limited or
restricted by reference to, or inference from, the terms of any
other clause of these Articles of Incorporation, but the objects
and powers specified in each of the foregoing clauses of this
Article shall be regarded as independent objects and powers.
ARTICLE IV
The post office address of the principal office of the Corporation
in the State of Maryland is c/o The Corporation Trust Incorporated, First
Maryland Building, 25 South Charles Street, Baltimore, Maryland 21201.
The Corporation's resident agent is The Corporation Trust
Incorporated, whose post office address is First Maryland building, 25
South Charles Street, Baltimore, Maryland 21201. Said resident agent is
a corporation of the State of Maryland.
ARTICLE V
The total number of shares which the Corporation will have the
authority to issue is Two Billion (2,000,000,000) shares, all of one
class, of the par value of ten cents (10 cents) per share and of the
aggregate par value of $200,000,000. The minimum amount of capital with
which the Corporation will commence business is $100,000.00. This
Corporation shall have the power to issue fractional shares. Each share
of stock of the Corporation shall be entitled to one vote. Each
fractional share shall be entitled to such fraction of one vote as the
fractional share shall bear to one share. Cumulative voting shall not be
allowed.
ARTICLE VI
The number of Directors of the Corporation shall be nine and these
who will serve until the first annual meeting and until their successors
are duly chosen and qualify are: James C. Swain, Fred E. Neef, Joseph A.
Uhl, Robert M. Kirchner, Ned M. Steel, Harry A. King, William A. Baker,
Charles Conrad, Jr., and Donald W. Spiro.
However, the By-Laws of the Corporation may fix the number of
Directors at a number greater or lesser than that named in these Articles
of Incorporation and may authorize the Board of Directors, to increase or
decrease the number of Directors fixed by these articles of Incorporation
or in the By-Laws, within the limits specified in the By-Laws, provided
that in no case shall the number of Directors be less than three, and to
fill any vacancies on the Board of Directors. Unless otherwise provided
by the By-Laws of the Corporation, the Directors of the Corporation need
not be stockholders therein.
ARTICLE VII
No holder of stock of the Corporation of any class, whether now or
hereafter authorized, shall have any preemptive or preferential or other
right of subscription to any shares of any class of stock, or securities
convertible into or evidencing the right to purchase stock of any class
whatsoever, whether or not the stock in question be of the same class as
may be held by such stockholder, and whether now or hereafter authorized
and whether issued for cash, property, services or otherwise other than
such, if any, as the Board of Directors in its discretion may from time
to time determine, and then only at such prices and on such terms and
conditions as the Board of Directors may from time to time fix.
ARTICLE VIII
The Corporation shall be obligated to redeem or repurchase any of its
shares at the option of a registered stockholder, such redemption or
repurchase to be at the value determined in accordance with the provisions
of the By-Laws of this Corporation. The method for determining such value
shall be based upon the net asset value of the Corporation's assets
determined in accordance with such By-Law provisions. Upon the redemption
or repurchase of the Corporation's shares as herein provided, the shares
may be restored to the status of authorized and unissued shares. The
Corporation shall pay for any shares thus redeemed or repurchased in cash.
Notwithstanding the foregoing, the Board of Directors may suspend or
modify the right of the stockholders to require the Corporation to redeem
or repurchase shares when permitted or required to do so by the 1940 Act
(which term the "1940 Act" shall for the purposes of these Articles of
Incorporation mean the Investment Company Act of 1940 as from time to time
amended and any rule, regulation or order thereunder).
ARTICLE IX
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
(1) To make, alter or repeal the By-Laws of the
Corporation.
(2) To declare and pay dividends or make
distributions to the shareholders of the Corporation
payable either in cash, in property, or in shares of
the capital stock of the Corporation and to set apart
out of any funds of the Corporation available for
dividends or distributions a reserve or reserves and
for any proper purpose to abolish any such reserve in
the manner in which it was created. Such reserve or
reserves may be invested and reinvested by the Board
of Directors in the same way and subject to such
restrictions as are provided for the investment and
reinvestment of the capital of the Corporation. When
and only when the Board of Directors shall decided
that it is advisable or necessary to pay dividends or
distributions out of the reserve shall such funds be
subject to payment of dividends or distributions.
(3) To manage all the business and affairs of the
Corporation; and by resolution passed by a majority
of the whole Board, designate an executive committee
and one or more other committees, which, to the
extent provided in said resolution or in the By-Laws
of the Corporation, shall have and may exercise such
of the powers of the Board of Directors in the
management of the business and affairs of the
Corporation as may be lawfully delegated. Each such
committee shall consist of two or more directors of
the corporation.
(4) To enter into custody or trust agreements
providing for the placing of all cash and securities
of the Corporation in custody with one or more banks
or trust companies or other person qualified by law
to hold such property in custody or in trust.
(5) Subject to all applicable provisions of the By-
Laws and of the 1940 Act to enter into a written
agreement with any person, firm, or corporation to
act as manager, investment adviser, underwriter,
distributor, fiscal agent or depositary of the
Corporation.
(6) In addition to the powers hereinbefore or by
statute expressly conferred upon it, the Board of
Directors may exercise all such powers and do all
such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the
express provisions of the Laws of Maryland, of these
Articles of Incorporation or any amendment hereto and
of the By-Laws of the Corporation.
(7) To fix reasonable compensation of Directors for
serving on the Board and on committees.
ARTICLE X
The stockholders, the Board of Directors and any committees
thereof shall have power to hold their meetings and keep the books,
documents and papers of the Corporation (except as otherwise provided by
law) outside of the State of Maryland at such places as may be from time
to time designated by the By-Laws or by resolution of the stockholders or
directors.
ARTICLE XI
The Corporation shall have perpetual existence. The private
property of the stockholders shall not be subject to the payment of the
Corporation's debts to any extent whatever.
ARTICLE XII
The Corporation reserves the right to amend, alter, change or repeal
any provisions contained in these Articles of Incorporation in the manner
now or hereafter prescribed by statue and all rights conferred upon
stockholders herein are granted subject to this reservation.
The term "these Articles of Incorporation" as used herein and in the
By-Laws of the Corporation shall be deemed to mean these Articles of
Incorporation as from time to time amended and restated.
IN WITNESS WHEREOF, the undersigned incorporator of Daily Cash
Accumulation Fund, Inc. who executed the foregoing Articles of
Incorporation hereby acknowledges the same to be his free act and deed and
further acknowledges that to the best of his knowledge, information and
belief the matters and facts set forth therein are true in all material
respects.
Dated this 5th day of December, 1979.
/s/ Robert G. Same
------------------
Robert G. Same
/s/
WITNESS:
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
On this 5th day of December, 1979, before me
personally appeared Robert G. Same, to me known to be
the person described in and who executed the
foregoing instrument, and he acknowledged that he
executed the same as his free act and deed.
IN WITNESS WHEREOF, I hereto set my hand and official seal.
/s/
Notary Public
My Commission expires:
orgzn\140.1
<PAGE>
Exhibit 24(b)1(b)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DAILY CASH ACCUMULATION FUND, INC.
(Pursuant to Section 2-604 and 2-607
of the General Corporation Law of the State of Maryland)
DAILY CASH ACCUMULATION FUND, INC. (hereinafter called the
"Corporation"), a corporation organized and existing under and by virtue
of the laws of the State of Maryland, DOES HEREBY CERTIFY THAT:
1. In accordance with the provisions of Sections 2-604 and
2-607 of the General Corporation Law of the State of Maryland, the Board
of Directors of the Corporation duly adopted a resolution setting forth
and declaring the advisability of a certain amendment of the Articles of
Incorporation, as now in force and effect, as hereinafter set forth,
amending ARTICLE V of the Articles of Incorporation, and such amendment
was advised by the Board of Directors and unanimously approved by the
holders of all issued and outstanding stock of the Corporation.
2. The total number of shares of stock of all classes which the
Corporation has authority to issue immediately before the filing of these
Articles of Amendment is two billion (2,000,000,000) shares; the shares
are all of one class of par value of $.10 per share; the aggregate par
value of all the shares of all classes is $200,000,000. The total number
of shares of stock of all classes which the Corporation has authority to
issue immediately after the filing of these Articles of Amendment is five
billion (5,000,000,000) shares; the number of shares of stock of each
class is 2,700,000,000 of Class I Capitol Stock, 1,800,000,000 of Class
II Capital Stock and 500,000,000 of Class III Capital Stock; the par value
of the shares of stock of each class is $.10 per share; the aggregate par
value of all the shares of all classes is $500,000,000. The shares of
each class shall be treated for all purposes, other than as to dividends,
as if all shares were shares of one class and each share of each class
shall be identical to each share of each other class other than as to
dividends. As between the shares of each class there are no other
differences in voting powers, designations, preferences or relative,
participating, optional or other special rights and qualifications,
limitations or restrictions thereof. The dividends payable to the holder
of each class of shares
(i) shall be determined in accordance with any applicable rule,
regulation or order of the Securities and Exchange Commission
or the Board of Governors of the Federal Reserve System; and
(ii) need not be individually declared, by may be declared and
paid in accordance with a formula contained in a dividend
declaration by the Corporation's Board of Directors.
3. ARTICLE V of the Articles of Incorporation of the Corporation is
hereby amended by striking out the first sentence and such ARTICLE V and
substituting in lieu thereof the following:
ARTICLE V
"The total number of shares of stock of al classes
which the Corporation has authority to issue is
5,000,000,000 shares; the number of shares of stock
of each class is 2,700,000,000 shares of Class I
Capital Stock, 1,800,000,000 shares of Class II
Capital Stock and 500,000,000 shares of Class III
Capital Stock; the par value of the shares of stock
of each class is $.10 per share; the aggregate par
value of all the shares of all classes is
$500,000,000. The designation of all of the issued
and outstanding capital stock of the Corporation, on
the date this Amendment is filed with the Department
of Assessment and Taxation of the State of Maryland,
which is held in fiduciary accounts (as that term is
defined by any applicable rule, regulation or order
of the Securities and Exchange Commission or the
Board of Governors of the Federal Reserve System)
shall be changed to Class III Capital Stock. The
designation of all other issued and outstanding
capital stock of the Corporation on said date shall
be changed to Class I Capital Stock. The shares of
each Class shall be treated for all purposes, other
than as to dividends, as if all shares were shares of
one class and each share of each class shall be
identical to each share of each other class other
than as to dividends. As between the shares of each
class there are no other differences in voting
powers, designations, preferences or relative,
participating, optional or other special rights and
qualifications, limitations or restrictions thereof.
The dividends payable to the holders of each class of
shares (i) shall be determined in accordance with any
applicable rule, regulation or order of the
Securities and Exchange Commission or the Board of
Governors of the Federal Reserve System; and (ii)
need not be individually declared, but may be
declared and paid in accordance with a formula
contained in a dividend declaration by the
Corporation's Board of Directors. In the event that
the Corporation shall cease to be subject to any
credit control regulations adopted by the Board of
Governors of the Federal Reserve System, or any
similar regulations or reserve requirements of said
Board or of any governmental agency, then, by
specific action of the Corporation's Board of
Directors or shareholders, all issued and unissued
shares of the Corporation may be and become one class
of shares denominated capital stock. All references
in these Articles of Incorporation to shares, capital
stock or stock shall apply without distinction to the
shares of each class."
4. The above amendment has been duly adopted in accordance with
Sections 2-604 and 2-607 of the General Corporation law of the State of
Maryland, and the capital of the Corporation will not be reduced under or
by reason of the amendment contained herein.
IN WITNESS WHEREOF, DAILY CASH ACCUMULATION FUND, INC. has
caused these presents to be signed in its name and on its behalf by its
Vice President and is corporate seal to be hereunto affixed and attested
by its Secretary, on the 24th day of June, 1980.
DAILY CASH ACCUMULATION FUND, INC.
By: /s/ George D. Jones
------------------------------
George D. Jones, Vice President
ATTEST
By: /s/ Robert G. Same
------------------------
Robert G. Same, Secretary
STATE OF COLORADO)
) ss.
COUNTY OF DENVER )
I HEREBY CERTIFY that on June 24, 1980, before me the
subscriber, a notary public of the State of Colorado in and for
the County of Denver, personally appeared George D. Jones, Vice
President of Daily Cash Accumulation Fund, Inc., a Maryland
corporation, and in the name and on behalf of said corporation
acknowledged the foregoing Articles of Amendment to be the
corporate act of said corporation and further made oath in due
form of law that the matters and facts set forth in said
Articles of Amendment with respect to the approval thereof are
true to the best of his knowledge, information and belief.
WITNESS my hand and notarial seal, the day and year lat
above written.
/s/
--------------------------------------
Notary Public
My commission expires Sept. 3, 1980
orgzn\140.2
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DAILY CASH ACCUMULATION FUND, INC.
DAILY CASH ACCUMULATION FUND, INC., a Maryland Corporation, (the
"Corporation") having its principal office in Baltimore, Maryland and
having The Corporation Trust Incorporated as its resident agent located
at First Maryland Building, 25 South Charles Street, Baltimore, Maryland
21201, hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Articles of Incorporation of the Corporation were
filed with the State Department of Assessments and Taxation of Maryland
on December 11, 1979.
SECOND: The Articles of Incorporation of the Corporation are
hereby amended by adding at the end of the first paragraph of Article V:
The presence in person or by proxy of the
holders of one-third of the shares of capital stock
of the Corporation outstanding and entitled to vote
thereat shall constitute a quorum at any meeting of
the stockholders; provided however, if any action to
be taken by the stockholders at a meeting requires an
affirmative vote of a majority, or more than a
majority, of the shares outstanding and entitled to
vote, then in such event the presence in person or by
proxy of the holders of a majority of the shares of
capital stock of the Corporation outstanding and
entitled to vote at such a meeting shall constitute
a quorum of all purposes.
Notwithstanding any provision of the laws of the
State of Maryland requiring any action to be taken or
authorized by the affirmative vote of the holders of
a majority, or more than a majority, of the shares of
all classes or of any class of stock, such action
shall be effective and valid if taken or authorized
by the affirmative vote of the holders of a majority
of the total number of shares outstanding and
entitled to vote thereon pursuant to the provisions
of these Articles of Incorporation.
Pursuant to laws of the State of Maryland the
Directors shall have full power and authority, in
their sole discretion and without obtaining any prior
authorization or vote of the stockholders or of any
class of stockholders, to create and establish (and
to change in any manner) any class or classes of
unissued shares of stock with such preferences,
voting powers, restrictions, limitations as to
dividends, terms, conditions of redemption, rights
and privileges as the Directors may from time to time
determine, to divide or combine such shares or any
class or classes thereof into a greater or lesser
number, to classify or reclassify any unissued shares
into one or more classes of shares, to abolish any
one or more such classes of shares, and to take such
other action with respect to such shares or any class
or classes thereof as the Directors may deem
desirable.
THIRD: The Articles of Incorporation of the Corporation are
hereby amended by deleting the first paragraph of Article XII and
substituting in its place the following:
The Corporation reserves the right to amend, alter,
change or repeal any provision contained these
Articles of Incorporation in the manner now or
hereafter prescribed either by statute or by these
Articles of Incorporation, and all rights conferred
upon the stockholders herein are granted subject to
this reservation.
FOURTH: The Board of Directors of the Corporation, at a meeting
duly convened and held on March 23, 1981, adopted a resolution in which
was set forth the foregoing amendments to the Articles of Incorporation,
declaring that the said amendments of the Articles of Incorporation were
advisable and directing that they be submitted for action thereon by
unanimous written consent and waiver of all stockholders of the
Corporation.
FIFTH: A consent in writing, setting forth approval of the
amendment of the Articles of Incorporation of the Corporation hereinabove
set forth, was signed by all stockholders of the Corporation entitled to
vote thereon and any other stockholders of the Corporation entitled to
notice of a meeting of stockholders (but not to vote thereat) have waived
in writing any rights they may have to dissent from such amendments; and
such consent and waiver are filed with the records of the Corporation.
SIXTH: The amendments of the Articles of Incorporation of the
Corporation as hereinabove set forth have been duly advised by the Board
of Directors and approved by the stockholders of the Corporation.
IN WITNESS WHEREOF, DAILY CASH ACCUMULATION FUND, INC. has
caused these presents to be signed in its name and on its behalf by its
President or one of its Vice-Presidents and its corporate seal to be
hereunto affixed and attested by its Secretary or one of its Assistant
Secretaries on April 20, 1981.
DAILY CASH ACCUMULATION FUND, INC.
By: /s/ James C. Swain
----------------------
James C. Swain, President
ATTEST:
/s/ Robert G. Same
- ------------------
Robert G. Same
Secretary
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
I hereby certify that on April 20, 1981 before me the
subscriber, a notary public in the State of Colorado,
in and for the City and Country of Denver, personally
appeared James C. Swain, President of DAILY CASH
ACCUMULATION FUND, INC., a Maryland corporation
acknowledged the foregoing Articles of Amendment to
be the corporate act of said corporation and further
made oath in due form of law that the matters and
facts set forth in said Articles of Amendment with
respect to the approval thereof are true to the best
of his knowledge, information and belief.
WITNESS my hand and notarial seal the day and year last above
written.
My commission expires: 10/9/84.
/s/ Gloria J. LaFond
--------------------
Gloria J. LaFond, Notary Public
orgzn\140.2
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DAILY CASH ACCUMULATION FUND, INC.
DAILY CASH ACCUMULATION FUND, INC., a Maryland Corporation, (the
"Corporation") having its principal office in Baltimore, Maryland and
having The Corporation Trust Incorporated as its resident agent located
at First Maryland Building, 25 South Charles Street, Baltimore, Maryland
21201, hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Articles of Incorporation of the Corporation were
filed with the State Department of Assessments and Taxation of Maryland
on December 11, 1979. The total number of shares which the Corporation has
authority to issue immediately before the filing of these Articles of
Amendment is Five Billion (5,000,000,000) shares; the shares are all of
one class of the par value of $.10 per share; the aggregate par value of
all the shares of all classes is $500,000,000.
SECOND: The Articles of Incorporation of the Corporation are
hereby amended by substituting the following for the first paragraph of
Article V:
The total number of shares which the Corporation will
have the authority to issue is Fifteen Billion
(15,000,000,000) shares, all of one class, of the par
value of ten cents (10 cents) per share and of the
aggregate par value of $1,500,000,000. The minimum
amount of capital with which the Corporation will
commence business is $100,000.00. This Corporation
shall have the power to issue fractional shares.
Each share of stock of the Corporation shall be
entitled to one vote. Each fractional share shall be
entitled to such fraction of one vote as the
fractional share shall bear to one share. Cumulative
voting shall not be allowed.
THIRD: The Board of Directors of the Corporation, at a meeting
duly convened and held on April 27, 1981, adopted a resolution in which
was set forth the foregoing amendment to the Articles of Incorporation,
declaring that the said amendment of the Articles of Incorporation was
advisable and directing that it be submitted for action thereon by
unanimous written consent and waiver of all stockholders of the
Corporation.
FOURTH: A consent in writing, setting forth approval of the
amendment of the Articles of Incorporation of the Corporation hereinabove
set forth, was signed by all stockholders of the Corporation entitled to
vote thereof and any other stockholders of the Corporation entitled to
notice of a meeting of stockholders (but not to vote thereat) have waived
in writing any rights they may have to dissent from such amendments; and
such consent and waiver are filed with the records of the Corporation.
FIFTH: The amendments of the Articles of Incorporation of the
Corporation as hereinabove set forth have been duly advised by the Board
of Directors and approved by the stockholders of the Corporation.
IN WITNESS WHEREOF, DAILY CASH ACCUMULATION FUND, INC. has
caused these presents to be signed in its name and on its behalf by its
President or one of its Vice Presidents and its corporate seal to be
hereunto affixed and attested by its Secretary or one of its Assistant
Secretaries on June, 5, 1981.
DAILY CASH ACCUMULATION FUND,INC.
By: /s/ James C. Swain
-------------------------
James C. Swain, President
ATTEST:
/s/ George C. Bowen
- --------------------------
George C. Bowen, Secretary
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
I hereby certify that on June 5, 1981 before me the
subscriber, a notary public in the State of Colorado,
in and for the City and Country of Denver, personally
appeared James C. Swain, President of DAILY CASH
ACCUMULATION FUND, INC., a Maryland corporation, and
in the name and on behalf of said corporation
acknowledged the foregoing Articles of Amendment to
be the corporate act of said corporation and further
made oath in due form of law that the matters and
facts set forth in said Articles of Amendment with
respect to the approval thereof are true to the best
of his knowledge, information and belief.
WITNESS my hand and notarial seal the day and year last above
written.
My commission expires: October 9, 1984 .
/s/ Gloria J. LaFond
--------------------
Gloria J. LaFond
Notary Public
orgzn\140.2
Exhibit 24(b)2
DAILY CASH ACCUMULATION FUND, INC.
(A Maryland Corporation)
___________________
BY-LAWS
(as amended through June 26, 1990)
<PAGE>
DAILY CASH ACCUMULATION FUND, INC.
ARTICLE I
STOCKHOLDERS
Section 1. Place of Meeting. All meetings of the stockholders shall
be held at the principal office of the Corporation in the State of
Colorado or at such other place within the United States as may be fixed
by the Board of Directors.
Section 2. Meetings of Stockholders. Meetings of the stockholders
shall be held at a time designated by the Board of Directors on such date
as may be fixed by the Board of Directors at which time the stockholders
shall act on such matters as are submitted to a vote of stockholders, and
may transact any other business within the powers of the Corporation. Any
business of the Corporation may be transacted at such meeting without
being specifically designated in the notice, except such business as is
specifically required by statutes to be stated in the notice.
Notwithstanding the foregoing provisions of this Section 2, a meeting
of stockholders shall be held when the Investment Company Act of 1940, as
amended, requires one or more of the following matters be acted on by
stockholders:
1) Election of Directors;
2) Approval of an investment advisory agreement;
3) Ratification of the selection of independent public accounts;
or
4) Approval of a distribution agreement.
Also, notwithstanding the provisions of this Section 2, a meeting of
the stockholders shall be called by the Secretary upon receipt of the
request in writing signed by stockholders holding not less than one
quarter in amount of the votes entitled to be cast thereat. Such request
shall state the purpose or purposes of the proposed meeting and the
matters proposed to be acted on at it. Meetings requested by stockholders
need not be called unless (i) required by law; and (ii) all conditions to
the calling of such meeting required by law have been met.
Section 3. RESERVED FOR FUTURE USE.
Section 4. Notice of Meetings of Stockholders. Not less than ten
days' and not more than sixty days' written or printed notice of every
meeting of stockholders, stating the time and place thereof (and the
general nature of the business proposed to be transacted at any special
or extraordinary meeting), shall be given to each stockholder entitled to
vote thereaft either by mail or by presenting it to him personally or by
leaving it at his residence or usual place of business. If mailed, such
notice shall be deemed to be given when deposited in the United States
mail addressed to the stockholder at his post office address as it appears
on the records of the Corporation, with postage thereon prepaid.
No notice of the time, place or purpose of any meeting of
stockholders need be given to any stockholder who attends in person or by
proxy or to any stockholder who, in writing executed and filed with the
records of the meeting, either before or after the holding thereof, waives
such notice.
Section 5. Record Dates. The Board of Directors may fix, in
advance, a date not exceeding sixty days and not less than ten days
preceding the date of any meeting of stockholders, and not exceeding sixty
days preceding any dividend payment date or any date for the allotment of
rights, as a record date for the determination of the stockholders
entitled to notice of and to vote at such meeting, or entitled to receive
such dividend or rights, as the case may be; and only stockholders of
record on such date shall be entitled to notice of and to vote at such
meeting or to receive such dividend or rights, as the case may be.
Section 6. Quorum, Adjournment of Meetings. The presence in person
or by proxy of the holders of record of one-third of the shares of capital
stock of the Corporation outstanding and entitled to vote thereaft, shall
constitute a quorum at any meeting of the stockholders; provided however,
that if any action to be taken by the Shareholders at a meeting requires
an affirmative vote of a majority, or more than a majority, of the shares
outstanding and entitled to vote, then in such event the presence in
person or by proxy of the holders of a majority of the shares outstanding
and entitled to vote at such a meeting shall constitute a quorum for all
purposes. If at any meeting of the stockholders there shall be less than
a quorum present, the stockholders present at such meeting may, without
further notice, adjourn the same from time to time until a quorum shall
attend, but no business shall be transacted at any such adjourned meeting
except such as might have been lawfully transacted had the meeting not
been adjourned.
Section 7. Voting and Inspectors. At all meetings of stockholders,
every stockholder of record entitled to vote thereat shall be entitled to
one vote for each share of stock standing in his name on the books of the
Corporation (and such stockholders of record holding fractional shares
shall have proportionate voting rights as provided in the Articles of
Incorporation) on the date for the determination of stockholders entitled
to vote at such meeting, either in person or by proxy appointed by
instrument in writing subscribed by such stockholder or his duly
authorized attorney. No proxy which is attempted to be used more than
eleven months after its date shall be accepted, unless such proxy shall,
on its face, name a longer period for which it is to remain in force.
All elections shall be had and all questions decided by a majority
of the votes cast at a duly constituted meeting, except as otherwise
provided in the Articles of Incorporation or in these By-Laws or by
specific statutory provision superseding the restrictions and limitations
contained in the Articles of Incorporation or in these By-Laws.
At any election of Directors, the Board of Directors prior thereto
may, or, if they have not so acted, the Chairman of the meeting may, and
upon the request of the holders of ten percent (10%) of the stock entitled
to vote at such election shall, appoint two inspectors of election who
shall first subscribe an oath or affirmation to execute faithfully the
duties of inspectors at such election with strict impartiality and
according to the best of their ability, and shall after the election make
a certificate of the result of the vote taken. No candidate for the
office of Director shall be appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken
upon any election or matter, and such vote shall be taken upon the request
of the holders of ten percent (10%) of the Shares entitled to vote on such
election or matter.
Section 8. Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over by the Chairman of the Board, if any,
or if he shall not be present, by the President, or if he shall not be
present, by a Vice President, or if none of them is present, by a chairman
to be elected at the meeting. The Secretary of the Corporation, if
present, shall act as secretary of such meetings, or if he is not present,
an Assistant Secretary shall so act; if neither the Secretary nor an
Assistant Secretary is present, then the Chairman of the meeting shall
appoint its Secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At every
meeting of the stockholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the secretary
of the meeting, who shall decide all questions touching the qualification
of voters, the validity of the proxies, and the acceptance or rejection
of votes, unless inspectors of election shall have been appointed as
provided in Section 7, in which event such inspectors of election shall
decide all such questions.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Tenure of Office. The business and affairs of the
Corporation shall be conducted and managed by a Board of Directors
consisting of that number of Directors specified in the Articles of
Incorporation of the Corporation as originally filed, which number may be
increased or decreased as provided in Section 3 of this Article. Each
director shall hold office until the next meeting of directors called for
the purpose of electing directors and until his successor is duly elected
and qualified.
Section 2. Vacancies. Subject to the provisions of the 1940 Act
(which term, as used in these By-Laws, shall have the same meaning as in
the Articles of Incorporation of the Corporation), in case of any vacancy
in the Board of Directors through death, resignation, removal, or other
cause, a majority of the remaining Directors, although such majority is
less than a quorum, by an affirmative vote, may elect a successor to hold
office until the next meeting of the stockholders called for the purpose
of electing Directors and until his successor is duly elected and
qualifies.
Section 3. Increase or Decrease in Number of Directors; Removal.
Subject to the 1940 Act, the Board of Directors, by the vote of a majority
of the entire Board, may increase the number of Directors to a number not
exceeding fifteen, and may elect Directors to fill the vacancies created
by any such increase in the number of Directors and to hold office until
the next meeting of the stockholders called for the purpose of electing
Directors and until their successors are duly elected and qualify. The
Board of Directors, by the vote of a majority of the entire Board, may
likewise decrease the number of Directors to a number not less than three,
but the tenure of office of any Director shall not be affected by any such
decrease made by the Board. Any director may at any time be removed
either with or without cause by resolution duly adopted by the affirmative
votes of the holders of a majority of the shares of the capital stock of
the Corporation present in person or by proxy at any meeting of
stockholders provided that a quorum is present or by such larger vote as
may be required by Maryland law. Any director may at any time be removed
for cause by resolution duly adopted at any meeting of stockholders
provided that a quorum is present or by such larger vote as may be
required by Maryland law. Any director may at any time be removed for
cause by resolution duly adopted at any meeting of the Board of Directors
provided that notice thereof is contained in the notice of such meeting
and that such resolution is adopted by the vote of at least two thirds of
those directors whose removal is not proposed.
Section 4. Place of Meeting. The Directors may hold their meetings,
have one or more offices, and keep the books of the Corporation outside
the State of Maryland, at any office or offices of the Corporation or at
any other place as they may from time to time by resolution determine, or,
in the case of meetings, as shall be specified or fixed in the respective
notices or waivers of notice thereof.
Section 5. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and on such notice, if any, as the
Directors may from time to time determine. The Board of Directors shall
hold an annual meeting.
Section 6. Special Meetings. Special meetings of the Board of
Directors may be held from time to time upon call of the Chairman of the
Board of Directors, if any, or the President or a majority of the
Directors, by oral or telegraphic or written notice duly served on or sent
or mailed to each Director not less than one day before each such meeting.
No notice need be given to any Director who attends in person or to any
Director who, in writing executed and filed with the records of the
meeting either before or after the holding thereof, waives such notice.
Such notice or waiver of notice need not state the purpose or purposes of
such meeting.
Section 7. Quorum. One-third of the entire Board of Directors shall
constitute a quorum for the transaction of business, provided that a
quorum shall in no case be less than two Directors. If at any meeting of
the Board there shall be less than a quorum present, a majority of those
present may adjourn the meeting from time to time until a quorum shall
have been obtained. The action of a majority of the Directors present at
any meeting at which there is a quorum shall be the action of the Board
of Directors, except as may be otherwise specifically provided by statute,
by the Articles of Incorporation or by these By-Laws.
Section 8. Executive Committee. The Board of Directors may, in each
year, by the affirmative vote of a majority of the entire Board, appoint
from the Directors an Executive Committee to consist of such number of
Directors (but not less than three) as the Board may from time to time
determine. The Board of Directors by such affirmative vote shall have
power at any time to change the members of such Committee and may fill
vacancies in the Committee by appointment from the Directors. When the
Board of Directors is not in session, the Executive Committee shall have
and may exercise any or all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation (including the
power to authorize the seal of the Corporation to be affixed to all papers
which may require it) except as provided by law. The Executive Committee
may fix its own rules of procedure, and may meet when and as provided by
such rules or by resolution of the Board of Directors, but in every case
the presence of a majority shall be necessary to constitute a quorum.
In the absence of any member of the Executive Committee, the members
thereof present at any meeting, whether or not they constitute a quorum,
may appoint a member of the Board of Directors to act in the place of such
absent member.
Section 9. Other Committees. The Board of Directors, by the
affirmative vote of a majority of the entire Board, may appoint other
committees which shall in each case consist of such number of members of
the Board (not less than two) and shall have and may exercise, to the
extent permitted by law, such powers as the Board may determine in the
resolution appointing them. A majority of all members of any such
committee may determine its action, and fix the time and place of its
meetings, unless the Board of Directors shall otherwise provide. The
Board of Directors shall have power at any time to change the members and,
to the extent permitted by law, the powers of any such committee, to fill
vacancies, and to discharge any such committee.
Section 10. Informal Action by Directors and Committees. Any action
required or permitted to be taken at any meeting of the Board of Directors
or any Committee thereof may, except as otherwise required by the 1940
Act, be taken without a meeting, if a written consent to such action is
signed by all members of the Board, or of such committee, as the case may
be and filed with the minutes of the proceedings of the Board or
committee. Subject to the 1940 Act, members of the Board of Directors or
a committee thereof may participate in a meeting by means of a conference,
telephone or similar communications equipment if all persons participating
in the meeting can hear each other at the same time.
Section 11. Compensation of Directors. Directors shall be entitled
to receive such compensation from the Corporation for their services as
may from time to time be voted by the Board of Directors.
Section 12. Substitute Member. The members of any committee present
at any meeting, whether or not they constitute a quorum, may appoint a
Director to act in the place of an absent member.
Section 13. During the term this Section of the By-Laws is in
effect, no person shall be elected to serve as a Director, and the Board
of Directors is prohibited from taking any action to nominate, elect or
propose any person to serve as a director, if his election would then
cause the composition of the Board of Directors not to be in compliance
with the standards set forth in Section 15(f)(1)(a) of the Investment
Company Act of 1940, as amended (the "Act"), as such Section of the Act
may be amended from time to time. During the term this Section of the By-
Laws is in effect, any director who becomes an "interested person" (as
defined in the Act) and thereby causes the composition of the Board of
Directors not to be in compliance with the standards set forth in Section
15(f)(1)(a) of the Act, as such Section of the Act may be amended from
time to time, shall cease automatically, immediately upon the existence
of such status as an "interested person," to be qualified to serve as a
director and shall cease to be a Director, without any further action
required on the part of the remaining qualified directors or the
stockholders to remove such Director from office. This Section of the By-
Laws may be altered or repealed only by a vote of a majority of the
outstanding shares of the Corporation but shall expire automatically and
cease to be of any effect three years from the closing of the purchase of
the stock of Mercantile House Holdings, PLC or three years from the
consummation of the transaction by which Caledonia Investments PLC
reduces its holdings to less than five percent of British & Commonwealth's
outstanding voting securities.
ARTICLE III
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board of Directors, a
President, a Vice President, a Secretary, and a Treasurer. The Board of
Directors may designate a Vice President as the Executive Vice President
and may also choose additional Vice Presidents and one or more Assistant
Secretaries and Assistant Treasurer. Two or more offices, except those
of Chairman of the Board and Secretary and President and Secretary, may
be held by the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such instrument is
required by law, the Articles of Incorporation or these By-Laws to be
executed, acknowledged or verified by two or more officers.
Section 2. The Board of Directors at its first meeting after each
annual meeting of the Board shall choose a Chairman of the Board, a
President and shall choose one or more Vice Presidents, a Secretary and
a Treasurer.
Section 3. The Board of Directors may appoint such other officers
and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such power and perform such duties as shall
be determined from time to time by the Board.
Section 4. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.
Section 5. The officers of the Corporation shall serve for one year
and until their successors are chosen and qualify. Any officer or agent
may be removed by the Board of Directors whenever, in its judgment, the
best interests of the Corporation will be served thereby, but such removal
shall be without prejudice to the contractual rights, if any, of the
persons so removed. If the office of any officer becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.
CHAIRMAN OF THE BOARD
Section 6. The Chairman of the Board shall be the Chief Executive
Officer of the Corporation; he shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors and shall have
general and active management of the business of the Corporation, and he
shall see that all orders and resolutions of the Board are carried to
effect.
Section 7. He shall execute in the Corporate name all authorized
deeds, mortgages, bonds, contracts or other instruments requiring a seal
under the seal of the Corporation, except in cases in which the signing
or execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.
PRESIDENT
Section 8. The President, in the absence, unavailability, or
disability of the Chairman of the Board, shall perform the duties and
exercise the powers of the Chairman of the Board. In addition, the
President shall perform such duties and exercise such powers as may be
assigned to him from time to time by the Board of Directors.
EXECUTIVE VICE PRESIDENT
Section 9. If an Executive Vice President is designated by the Board
of Directors, he shall, in the absence, unavailability or disability of
the Chairman of the Board and the President, perform the duties and
exercise the powers of the Chairman of the Board. In addition, the
Executive Vice President shall perform such additional duties and exercise
such powers as may be assigned to him from time to time by the Board of
Directors.
ARTICLE IV
CAPITAL STOCK
Section 1. Certificates of Shares. Each stockholder shall be
entitled to a stock certificate evidencing his interest in the Corporation
in such form as the Board of Directors may from time to time prescribe.
No certificate shall be valid unless it is signed by the Chairman of the
Board of Directors, if any, or the President or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer of the Corporation and sealed with its seal.
The signatures may be either manual or facsimile signatures, and the seal
may be either facsimile or any other form of seal. In case any officer
who has signed any certificate ceases to be an officer of the Corporation
before the certificate is issued, the certificate may nevertheless be
issued by the Corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 2. Transfer of Shares. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in
person or by his duly authorized attorney or legal representative, upon
surrender and cancellation of certificates, if any, for the same number
of shares of the same class, duly endorsed or accompanied by proper
instruments of assignment and transfer, with such proof of the
authenticity of the signature as the Corporation or its agent may
reasonably require; in the case of shares not represented by certificates,
the same or similar requirements may be imposed by the Board of Directors.
Section 3. Stock Ledgers. The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the number of
shares held by them respectively, shall be kept at the principal office
of the Corporation or, if the Corporation employs a transfer agent, at the
office of the transfer agent of the Corporation. The stock ledger may be
in written form or in any other form which can be converted within a
reasonable time into written form for visual inspection.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of
Directors or the Executive Committee may determine the conditions upon
which a new certificate of stock of the Corporation of any class may be
issued in place of a certificate which is alleged to have been lost,
stolen or destroyed; and may, in their discretion, require the owner of
such certificates or his legal representative to give bond, with
sufficient surety to the Corporation and the transfer agent, if any, to
indemnify it and such Transfer Agent against any and all loss or claims
which may arise by reason of the issue of a new certificate in the place
of the one so lost, stolen or destroyed.
ARTICLE V
DETERMINATION OF NET ASSET VALUE
Net asset value of the Corporation's shares is determined as of the
close of the New York Stock Exchange on each day it is open by dividing
the value of the net assets of the Corporation by the total number of
shares outstanding at such close. The cost of making this determination
is borne by the Corporation. The market value of the Corporation's
portfolio securities is determined by valuing all securities with
remaining maturities in excess of sixty days at the over-the-counter bid
price if market quotations are readily available or, if not readily
available, by appraisal at their fair value determined in good faith under
procedures established by and under the general supervision and
responsibility of the Board of Directors of the Corporation. Securities
having a remaining maturity of less than sixty days when purchased and
securities originally purchased with maturities in excess of sixty days
but which currently have maturities of sixty days or less are valued at
cost adjusted for amortization of premiums and accretion of discounts.
Accumulated unrealized appreciation or depreciation on the sixty-first
day, if any, is amortized to maturity.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
contemplated action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another company, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interest of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Section 2. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure
a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and expect that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
Section 3. To the extent that a director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 or 2,
or in defense of any claim, issue or matter therein, he shall be
indemnified against expense (including attorneys' fees) actually and
reasonably incurred by him on connection therewith.
Section 4. Any indemnification under Sections 1 or 2 (unless ordered
by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in Sections 1 and 2.
Such determination shall be made (1) by the Board of Directors by a
majority vote of directors who are not parties to such action, suit or
proceeding, including a majority vote of those independent directors who
are not parties to such action, suit or proceedings; (2) if such a
majority vote cannot be obtained, by independent legal counsel in a
written opinion; or (3) by a majority vote of all outstanding shares
represented by the stockholders of the Corporation.
Section 5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by
the Board of Directors in the specific case provided that:
(1) Any advance must be limited to amounts used or to be used for
the preparation and/or presentation of a defense to the action;
(2) Any advance must be accompanied by a promise by or on behalf of
the recipient to repay that amount of the advance which exceeds
the amount to which it is ultimately determined that he is
entitled to receive from the company by reason of
indemnification;
(3) Such promise must be secured by a surety bond or other suitable
insurance;
(4) Such surety bond or other insurance must be paid for by the
recipient of the advance.
Section 6. The indemnification provided by this section shall not
be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-laws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
Section 7. The following persons shall be indemnified by the
Corporation under the terms and conditions set forth in this by-law.
(a)In this Section, the following terms shall have the following
meanings:
(i) the term "indemnitee" shall mean any present or former
Director, officer or employee of the Corporation, any
present or former trustee, partner, director or officer
of another trust, partnership, corporation or association
whose securities are or were owned by the Corporation and
who served or serves in such capacity at the request of
the Corporation, and the heirs, executors,
administrators, successors and assigns of any of the
foregoing, and shall include any other person who the
Directors, acting pursuant to the terms and conditions
set forth herein, shall determine is entitled to
indemnification; however, whenever conduct by an
indemnitee is referred to, the conduct shall be that of
the original indemnitee rather than that of the heir,
executor, administrator, successor or assignee;
(ii) the term "covered proceeding" shall mean any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to
which an indemnitee is or was a party or is threatened to
be made a party by reason of the fact or facts under
which he or it is an indemnitee as defined above;
(iii) the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the
office in question;
(iv) the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by an
indemnitee in connection with a covered proceeding; and
(v) the term "adjudication of liability" shall mean, as to
any covered proceeding and as to any indemnitee, an
adverse determination as to the indemnitee whether by
judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent.
(b) The Corporation shall not indemnify any indemnitee for any
covered expenses in any covered proceeding if there has been an
adjudication of liability against such indemnitee expressly based on a
finding of disabling conduct.
(c) Except as set forth in paragraph (b) above and after
making the determinations required in sub-paragraph (d) below, the
Corporation shall indemnify any indemnitee for covered expenses in any
covered proceeding, whether or not there is an adjudication of liability
as to such indemnitee, such indemnification by the Corporation to be to
the fullest extent now or hereafter permitted by any applicable law
unless the By-laws limit or restrict the indemnification to which any
indemnitee may be entitled. The Board may adopt resolutions and take
actions to implement the provisions of this Section.
(d) Before an indemnitee shall be indemnified by the
Corporation, there shall be a reasonable determination upon review of the
facts that the person to be indemnified was not liable by reason of
disabling conduct as defined above. Such determination may be made either
by vote of a majority of a quorum of the Board who are neither "interested
persons" of the Corporation or the investment adviser nor parties to the
proceeding or by independent legal counsel. The Corporation may advance
attorneys' fees and expenses incurred in a covered proceeding to the
indemnitee if the indemnitee undertakes to repay the advance unless it is
determined that he is entitled to indemnification under these By-laws.
Also at least one of the following conditions must be satisfied: (1) the
indemnitee provides security for his undertaking, or (2) the Corporation
is insured against losses arising by reason of lawful advances, or (3) a
majority of the disinterested nonparty Directors or independent legal
counsel in a written opinion shall determine, based upon review of all of
the facts, that there is reason to believe that the indemnitee will
ultimately be found entitled to indemnification.
(e) Nothing herein shall be deemed to affect the right of the
Corporation and/or any indemnitee to acquire and pay for any insurance
covering any or all indemnitees to the extent permitted by applicable law
or to affect any other indemnification rights to which any indemnitee may
be entitled to the extent permitted by applicable law.
(f) the foregoing rights to indemnification shall not be
deemed exclusive of any other rights to which such indemnitee may be
entitled under any statute, By-Law, contract or otherwise.
ARTICLE VII
CORPORATE SEAL
The Board of Directors shall provide a suitable corporate seal,
in such form and bearing such inscriptions as it may determine.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be fixed from time to
time by the Board of Directors.
ARTICLE IX
AMENDMENT OF BY-LAWS
The By-Laws of the Corporation may be altered, amended, added to
or repealed by the stockholders or by majority vote of the entire Board
of Directors; but any such alteration, amendment, addition or repeal of
the By-Laws by action of the Board of Directors may be altered or repealed
by the stockholders.
ORGZN/140
Exhibit 24(b)5
INVESTMENT ADVISORY AGREEMENT
This Agreement is made as of the 22nd day of October, 1990, between
DAILY CASH ACCUMULATION FUND, INC., a Maryland corporation, hereinafter
called the "Fund," and CENTENNIAL ASSET MANAGEMENT CORPORATION, a Delaware
corporation, hereinafter called the "Management Company."
WHEREAS, the Fund is an open-end diversified management investment
company registered as such with the Securities and Exchange Commission
(the "Commission") pursuant to the Investment Company Act of 1940 (the
"Investment Company Act"), and the Management Company is a registered
investment adviser;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. The Management Company shall provide information to the Fund relative
to the securities owned by the Fund and funds available or to become
available for investment by the Fund, and shall provide such other
information showing the general condition of the affairs and operations
of the Fund, including financial statements and reports, as it shall deem
necessary or desirable or as the Fund's Board shall request.
2. The Management Company agrees to assist in the general management and
supervision of the business and affairs of the Fund.
3. The Management Company, either through its own organization or
through other persons employed by it or at its own expense, shall:
(a) Furnish to the Board of Directors of the Fund advice and
information concerning the Fund's investments, suggestions concerning
proposed investment policies and the purchase or sale of securities of the
portfolio of the Fund, and information as to the holding of such
securities; it shall continuously supervise the Fund's investment programs
and the composition of its portfolio;
(b) Supervise and arrange for the purchase of securities and
for the sale of securities held in the portfolio of the Fund;
(c) Conduct investigations and research in the securities field
and furnish the Fund's Board statistical and other factual information and
reports on industries, businesses or corporations to assist the Fund's
Board in furthering the investment policies of the Fund;
(d) Compile, for its use and that of the Fund, and furnish to
the Fund's Board, information and advice on economic and business trends,
and render such other complete investment management services as may be
necessary and/or appropriate to effectuate the investment of the resources
of the Fund through the acquisition, holding and disposition of portfolio
securities;
(e) The duties described in subparagraphs (a) through (d) above
shall be performed in accordance with such policies and rules as may be
established by the Board of Directors of the Fund.
4. The Management Company agrees to furnish the Fund or those
persons performing administrative functions for the Fund, necessary
assistance in;
(a) The preparation of all reports now or hereafter required
of the Fund by Federal, state and other laws and regulations;
(b) The preparation of prospectuses, registration statements
and amendments thereto as required by Federal, state and other laws or by
the rules and regulations of any duly authorized commission or
administrative body;
(c) The preparation of purchase agreements, confirmation forms,
certificates or other papers in connection with the issuance of shares or
certificates of the Fund;
(d) The preparation of statistical data relating to any phase
of the Fund's business; and
(e) The preparation and/or review of such other reports,
documents and contracts as may be necessary or desirable in the
management of the affairs of the Fund.
The Management Company shall provide, at no cost to the Fund,
persons to act as officers of the Fund, as the Fund's Board may request,
which officers may include a Chairman of the Board, President, Vice
President, Treasurer, Secretary and Assistant Secretaries and Treasurers
of the Fund; such persons to perform the duties appertaining to their
offices. Moreover, the Management Company agrees to provide at its own
expense, for the use of such officers, such office space, normal office
equipment and secretarial assistance as shall be necessary for them to
perform their functions. The Management Company shall also furnish, at no
cost to the Fund, such office space, equipment and personnel as are
necessary to assist the Management Company in its performance of its
investment management services and in its rendition of assistance to the
Fund.
5. As compensation for the services performed by the Management
Company, under this Agreement, the Fund shall pay the Management Company
an annual fee, computed daily and payable monthly, as follows:
.450% of the first $500 million of net assets;
.425% of the next $500 million of net assets;
.400% of the next $500 million of net assets;
.375% of the next $500 million of net assets;
.350% of the next $500 million of net assets;
.325% of the next $500 million of net assets;
.300% of the next $500 million of net assets;
.275% of the next $500 million of net assets;
.250% of the net assets over $4 billion.
If this Agreement is terminated as of any date not the last day of
a month, such fee shall be paid as promptly as possible after such time
of termination, and shall be based on the average daily value of the net
assets of the Fund, in the monthly period from the beginning thereof to
the date of such termination, and shall be that portion of the fee applied
to the average daily value of the net assets for the month as the number
of business days up to the date of termination bears to the total number
of business days in such month. For the purpose of computation of the fee
to be paid to the Management Company, the average daily net assets of the
Fund shall, in all cases, be based only upon business days, and be
computed as of the time of closing of the New York Stock Exchange on the
basis of the provisions of the Certificate of Incorporation and By-Laws
of the Fund. Each such payment shall be accompanied by a report of the
Fund, prepared either by the Fund or by a firm of public accountants,
which shall show the amount properly payable to the Management Company
under this Agreement, and the detailed computation thereof.
The Management Company agrees to reimburse the Fund for annual
expenses of the Fund which exceed the most stringent limits prescribed by
any state in which the Fund's shares are offered for sale. Brokerage
commissions, taxes, interest, and extraordinary expenses such as
litigation costs are excluded from such limitation. The payment of the
management fee at the end of any month will be reduced or postponed so
that at no time will there be any accrued but unpaid liability under this
expense limitation.
6. It is agreed that the services to be performed by the Management
Company hereunder shall not include any specialized services not capable
of rendition by the regular personnel of the Management Company.
7. The Fund will pay all expenses not specifically assumed by the
Management Company hereunder, including the fees and expenses of those
directors of the Fund who are not officers and directors of the Management
Company, interest expenses, taxes, brokerage fees and commissions, and
those fees and expenses outlined in any Distribution Agreement.
The Fund will also pay custodian charges, auditing and legal
expenses, bookkeeping, insurance expenses, association membership dues,
and the expense of reports to shareholders, shareholders, meetings, and
proxy solicitations therefor. The Fund will also be liable for such non-
recurring expenses as may arise, including litigation to which the Fund
may be a party and any obligation of the Fund to indemnify its directors
and officers with respect to liabilities which they may incur in their
capacities as such. The Manager will pay the cost of determining the net
asset value of the Fund's shares.
8. The Management Company assumes no responsibility under this
Agreement other than that which is imposed by law, and shall not be
responsible for any action of the Board of Directors of the Fund in
following or declining to follow any advice or recommendations of the
Management Company.
The Management Company shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund in connection with
matters to which this ,Management Agreement relates, except a loss
resulting by reason of the Management Company's willful misfeasance, bad
faith, or gross negligence in the performance of its duties, or its
reckless disregard of its obligation and duties under this Agreement.
9. At a reasonable time prior to the date upon which the original
term of this Agreement or any renewal thereof shall expire, the Management
Company, as investment adviser to the Fund, agrees to furnish to the Fund
such information and data as shall be necessary to evaluate the terms of
this Agreement, which shall include, among other items:
(a) A description of the advisory organization of the
Management Company, including information as to the functions and
qualifications of the professional personnel therein, and as to the extent
to which the same personnel, data and facilities may be used for services
to other clients;
(b) The most recent balance sheet of the Management Company
and information with respect to compensation or payments received by the
Management Company for all services which it renders to the Fund or its
shareholders;
(c) The amount of brokerage commissions, if any, received by
the Management Company or any of its affiliates during the current term
of this Agreement by virtue of direct or indirect participation in
portfolio transactions executed on behalf of the Fund;
(d) A summary of the nature of any research or other financial
information or services received by the Management Company during the
current term of this Agreement from broker-dealers or other sources;
(e) Relevant information, to the extent known, with respect
to fees and the contracts of other management investment company
complexes; and
(f) Such other data and information as the Management Company
may choose to provide or as may be requested by the directors of the Fund.
10. This Agreement is not intended to prohibit any director, officer
or employee of the Management Company, or the Management Company itself,
from engaging in any other business or from devoting time and attention
in part to management or other aspects of any other business, whether of
a similar nature or a dissimilar nature, or from rendering services of any
kind to any other corporation, firm, individual, or association.
11. The Management Company will render all services for the Fund in
connection with placing orders with brokers and dealers for the purchase,
sale or trade of securities for the Fund's portfolio.
The Management Company is authorized, for the purchase and sale of
the Fund's portfolio securities, to employ such securities dealers as may,
in the best judgment of the Management Company, implement the policy of
the Fund to obtain prompt and reliable execution of orders at the most
favorable net price. Consistent with this policy, the Management Company
is authorized to direct the execution of the Fund's portfolio transactions
to dealers furnishing statistical information or research deemed by the
Management Company to be useful or valuable to the performance of its
investment advisory functions for the Fund. As a matter of policy, the
Fund will not direct the handling of purchases or sales of portfolio
securities, whether on a principal or agency basis, to dealers for selling
shares of the Fund.
12. This Agreement shall not be assignable by either party, and, in
the event of its "assignment," as such term is defined in the Investment
Company Act of 1940, it shall automatically be terminated, unless such
automatic termination shall be prevented by an Exemptive Order of the
Securities and Exchange Commission.
13. This Agreement will take effect on the date first set forth
above and will continue in effect until December 31, 1991, and thereafter
from year to year, so long as such continuance shall be approved at least
annually by the Fund's Board of Directors including the vote of a majority
of the directors of the Fund who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called
for the purpose of voting on such approval, or by the holders of a
"majority" of the outstanding voting securities of the Fund and by such
a vote of the Fund's Board of Directors.
14. This Agreement may be terminated by the Fund at any time,
without the payment of any penalty, by proper vote and resolution of its
Board of Directors or by vote of a majority of the outstanding voting
securities of the Fund; provided that the Fund shall give the Management
Company sixty days' written notice of its intention to terminate the
Agreement. The Management Company shall have the right to terminate this
Agreement at any time, by giving the Fund sixty days' written notice of
its election to terminate same.
15. The Management Company hereby grants to the Fund a royalty-free,
non-exclusive license to use any service marks which it may own. The
license may be terminated by the Management Company upon termination of
this Agreement in which case the Fund shall have no further right to use
any of such marks. Any of said marks may be used or licensed by the
Management Company in connection with any of its activities or licensed
by the Management Company to any other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day and year first above written.
DAILY CASH ACCUMULATION FUND, INC.
ATTEST:
/s/ Sara L. Badler By: /s/ Robert G. Galli
- ------------------- -----------------------------------
CENTENNIAL ASSET MANAGEMENT
CORPORATION
ATTEST:
/s/ Sara L. Badler By: /s/ Katherine P. Feld
- ------------------- -----------------------------------
Exhibit 24(b)8(a)
CUSTODIAN AGREEMENT
------------------
DAILY CASH ACCUMULATION FUND, INC.
and
CITIBANK, N.A.
Dated: JULY 19, 1978
<PAGE>
CONTENTS
SECTION Page
I. Designation of Custodian 1
II. Delivery of Documents 1
III. The Property 2
IV. Registration of Securities; Commercial
Accounts; Overdrafts 3
V. Instructions 4
VI. Transactions Requiring Instructions 5
VII. Transactions not Requiring Instructions 7
VIII. Transactions Requiring Special Instructions 8
IX. Right to Receive Advice 9
X. Records and Statements 10
XI. Compensation 10
XII. Indemnification 11
XIII. Responsibility; Collections 11
XIV. Advertising 12
XV. Effective Date; Termination; Successor;
Dissolution 12
XVI. Notices 14
XVII. Miscellaneous 15
<PAGE>
CUSTODIAN AGREEMENT
-------------------
I. DESIGNATION OF CUSTODIAN
DAILY CASH ACCUMULATION FUND, INC. (the "Fund"), a corporation
organized under the laws of Delaware, having an office at 3600 South
Yosemite, Denver, Colorado 80237, and engaged principally in the business
of investing and reinvesting its assets in securities, hereby designates
Citibank, N.A. (the "Bank"), a National Banking Corporation incorporated
under the laws of the United States of America and having an office at One
Citicorp Center, New York, New York 10022, custodian of the Property (as
defined in Section III). By its acceptance, the Bank agrees to serve as
such custodian upon the terms and conditions set forth in this Agreement.
II. DELIVERY OF DOCUMENTS
(a) Documents delivered. The Fund delivers to the Bank herewith the
following documents:
(i) Resolutions authorizing the appointment of the Bank as the
custodian of the Fund and the execution by the Fund of this Agreement;
(ii) copies, certified by the appropriate officer or officers,
of the charter and the by-laws of the Fund; and
(iii) incumbency and signature certificates identifying and
containing the signatures of the officers of the Fund and/or other
signatories authorized to sign Instructions on behalf of the Fund,
specifying the number of signatures required for Instructions and
identifying the directors and the other officers, if any, of the Fund.
(b) Changes. In case of any change or changes affecting any of the
documents described in this Section II, the Fund shall deliver new
documents to the Bank, to the extent necessary to reflect such change or
changes. Unless and until such new documents are delivered and an
authorized signatory of the Bank has issued a receipt for the delivery
thereof, the Bank shall be under no obligation to act (or omit to act) in
accordance with any such change, nor shall the Bank be liable for failure
so to act (or omit to act), but the Bank shall act in accordance with the
documents which such new documents are to replace.
(c) Additional information. The Fund shall furnish to the Bank any
additional information and documentation relating to the Fund and the
Fund's management company (if any) which the Bank may reasonably request.
(d) "Resolutions" defined. The term "Resolutions," as used in this
Agreement, means (i) if the directors of the Fund are authorized to
transact business of the Fund by signing an instrument setting forth such
business, resolutions signed by the number of directors of the Fund so
authorized and (ii) in all other cases, copies of resolutions of the
directors of the Fund, certified by the appropriate officer or officers
of the Fund.
III. THE PROPERTY
(a) Property delivered. The Fund shall deliver the Property, or
cause the Property to be delivered, to the Bank, subject to the provisions
of this Agreement. Upon delivery, the securities at the time included in
the Property shall be in bearer form or shall be registered in the name
of a nominee of the Bank (with or without indication of fiduciary status)
or shall be properly endorsed and in form for transfer satisfactory to the
Bank.
(b) "Property" defined. The term "Property," as used in this
Agreement, means:
(i) any and all securities and other property which the Fund may
from time to time deposit, or cause to be deposited, with the Bank,
(ii) all income in respect of any of such securities or other
property,
(iii) all proceeds of the sale of any of such securities or
other property, and
(iv) all proceeds, of the sale of securities issued by the Fund,
which are received by the Bank from time to time from the Fund or its
transfer agent.
(c) Certain options excluded. The Property shall not include puts,
calls or straddles or other options of a character similar thereto.
IV. REGISTRATION OF SECURITIES; COMMERCIAL ACCOUNTS; OVERDRAFTS
(a) Registration of securities. The securities included in the
Property shall be held in bearer form or in the name of one or more
nominees of the Bank.
(b) Commercial accounts. The Bank shall open and maintain a
commercial account or accounts in the name of the Fund, subject only to
the Bank's draft order after receipt of Instructions, and the Bank shall
deposit in such account or accounts all monies constituting, or which are
to become, part of the Property.
(c) Overdrafts. At the sole discretion of the Bank, the Bank will
permit the incurrence of cash overdrafts in any account of the Fund with
the Bank (i) in aid of the timely and orderly clearance of securities
transactions in the course of the Fund's normal business, trading and
investment operations or (ii) in connection with payments to Shareholders
all or a portion of whose shares in the Fund have been or are being
Redeemed, but only upon receipt by the Bank of Instructions to do so. The
Bank shall not be obligated to incur or permit the incurrence of any such
overdraft and the Bank shall not be liable to the Fund or any third party
for any refusal, failure or neglect on the part of the Bank to incur or
permit the incurrence of any such overdraft. As used in this Agreement,
the terms "Redeem" and "Redemption" refer to redemptions, purchases and
other acquisitions by the Fund of shares in the Fund from Shareholders,
and the term "Shareholder" means a shareholder or former shareholder of
the Fund.
(d) Payment of overdrafts; interest. The Fund shall pay to the Bank,
and the Bank may deduct from the Property, the amount of each overdraft
referred to in Section IV(c), together with interest thereon at such rate
as the Bank may from time to time notify to the Fund (such rate not to
exceed the rate at such time charged by the Bank to its prime commercial
borrowers by more than 1 1/2 percentage points), upon the Bank's demand
therefor.
V. INSTRUCTIONS
(a) "Instructions" defined. As used in this Agreement, the term
"Instructions" means instructions, with respect to any specified
transaction (except as otherwise indicated in this Agreement), in writing
or by tested telegram, cable or Telex, signed by the requisite number of
officers or authorized signatories of the Fund.
(b) Instructions consistent with charter, etc. Although the Bank may
take cognizance of the provisions of the charter and by-laws of the Fund
as from time to time amended, the Bank may assume that any Instructions
received hereunder are not in any way inconsistent with any provision of
such charter or by-laws or any vote, resolutions or proceeding of the
shareholders or the directors, or of any committee of either thereof, of
the Fund.
(c) Authority of Fund's signatories. The incumbency and signature
certificates most recently delivered to the Bank pursuant to Section
II(a)(iii) shall constitute conclusive evidence of the authority of the
signatories designated therein to act on behalf of the Fund.
VI. TRANSACTIONS REQUIRING INSTRUCTIONS
(a) Purchases. Upon receipt of Instructions to do so, the Bank shall
make payment for and receive all securities purchased for the account of
the Fund (insofar as monies are available, or insofar as the Bank is
willing to permit an overdraft or overdrafts in the Fund's account or
accounts with the Bank, for such purpose), payment to be made only upon
receipt of the securities in form for transfer satisfactory to the Bank,
provided that, if any such securities (or any securities to be received
free for the Fund's account) are not received by the Bank on or before the
thirtieth day following the date of the Bank's receipt of the Instructions
to receive such securities, the Bank may, but need not, consider such
Instructions cancelled unless and until the Bank receives further
Instructions reinstating such original Instructions.
(b) Sales. Upon receipt of Instructions to do so, the Bank shall
deliver Property sold by the Fund against payment therefor (i) in cash or
by check certified or issued by a bank, trust company or member firm of
the New York Stock Exchange or (ii) wholly or partially in property other
than cash, as specified in such Instructions.
(c) Miscellaneous transactions. Upon receipt of Instructions to do
so, the Bank shall deliver Property against such payment or other
consideration or written receipt therefor as shall be specified in such
Instructions, in the following cases:
(i) for examination by a broker selling for the account of the
Fund in accordance with street delivery custom;
(ii) for payment when such Property has been called, redeemed
or retired, or has otherwise become payable at the option of the holder
thereof;
(iii) in exchange for, or for conversion into, other securities
and/or cash pursuant to any plan of merger, consolidation or
reorganization, recapitalization, readjustment or other rearrangement of
the issuer;
(iv) for deposit with a reorganization committee or protective
committee pursuant to a deposit agreement;
(v) for conversion into or exchange for other securities, or
into or for other securities and cash, in accordance with any conversion
or exchange right or option relating thereto;
(vi) in the case of warrants, rights or other similar
securities, upon the exercise thereof;
(vii) in the case of interim receipts or temporary securities,
upon the surrender thereof for definitive securities;
(viii) as collateral in connection with any loan to be made to
the Fund.
Without limiting the generality of the foregoing, upon receipt of
Instructions to do so, the Bank shall make payment with respect to any
transaction described in Sections VI(c)(iii) to (vii), inclusive, in the
amount specified in such Instructions.
(d) Cash disbursements. Upon receipt of Instructions to do so
(subject to the provisions of Section VII(b)), the Bank shall make cash
disbursement for the account of the Fund, in the amount specified in such
Instructions, in connection with the payment of (i) any dividend or other
distribution declared by the Fund, or (ii) any tax, expense or liability
of the Fund.
(e) Exercise of rights, etc. The Bank shall deal with rights,
warrants and similar securities received by it hereunder only in the
manner and to the extent ordered by Instructions received by the Bank.
(f) Voting. Neither the Bank nor its nominees shall vote any of the
securities included in the Property or authorize the voting of any such
securities or give any consent, approval or waiver with respect thereto,
except as directed by Instructions received by the Bank.
(g) Release of funds. Except as otherwise specifically provided in
this Agreement, the Bank shall release to the Fund, or otherwise apply for
the account of the Fund, the Property or any part thereof, as directed by
Instructions received by the Bank.
(h) Limitation. Except as otherwise expressly provided in this
Agreement, the Bank shall not deliver or otherwise dispose of any of the
Property except to the Fund or against countervalue, including (without
limitation) payment or other consideration or receipt therefor pursuant
to Sections VI(b) and (c).
VII. TRANSACTIONS NOT REQUIRING INSTRUCTIONS
(a) Collection of income and other payments. In the absence of
contrary Instructions, the Bank shall:
(i) collect and receive, for the account of the Fund, all income
and other payments and distributions, including (without limitation) stock
dividends, rights, warrants and similar items, included or to be included
in the Property, and promptly advise the Fund of such receipt;
(ii) take any action which may be necessary and proper in
connection with the collection and receipt of such income and other
payments and distributions, including (without limitation) the execution
of ownership and exemption certificates, the presentation of coupons and
other interest items, the presentation for payment of securities which
have become payable as a result of their being called, redeemed or
retired, or otherwise becoming payable, otherwise than at the option of
the holder thereof, and the endorsement for collection of checks, drafts
and other negotiable instruments; and
(iii) receive and hold for the account of the Fund all
securities received as a distribution on securities held by the Fund as
a result of a stock dividend, share split-up or reorganization,
recapitalization, readjustment or other rearrangement or distribution of
rights or similar securities issued with respect to any securities of the
Fund held by the Bank hereunder, provided that the Bank shall not be
required to transact any item of business referred to in this Section
VII(a) with respect to a security which is not covered by a published
securities manual reasonably available to the Custodian Services
Department of the Bank (or the successor to such Department in the event
of any administrative rearrangement of the Bank) unless and until such
Custodian Services Department (or its successor) has received a notice
specifying (x) the item of business in question and (y) such additional
information as will permit the Bank to transact such item of business
properly and without unreasonable inconvenience to such Custodian Services
Department (or its successor).
(b) Cash disbursements. In the absence of contrary Instructions, the
Bank may make cash disbursements for minor expenses in handling securities
and for similar items in connection with the Bank's duties under this
Agreement. The Bank shall promptly advise the Fund of disbursements so
made.
(c) Delivery of information and documents. The Bank shall promptly
deliver to the Fund all information and documents received by the Bank and
relating to the Property, including (without limitation) all notices,
proxies, reports and other financial information.
VIII. TRANSACTIONS REQUIRING SPECIAL INSTRUCTIONS
(a) Redemptions. Upon receipt of Instructions to do so, the Bank
shall deliver Property in connection with Redemptions (insofar as monies
or, in a case referred to in clause (iii) below, other Property is
available, or insofar as the Bank is willing to permit an overdraft or
overdrafts in the Fund's account or accounts with the Bank, for such
purpose), provided that the Instructions covering each Redemption shall
contain (i) the number of shares Redeemed, (ii) the net asset value
(determined pursuant to the regulations of the Fund, as from time to time
amended, which govern determination of net asset value) of such shares on
the effective date of such Redemption and (iii) specification of any
Property other than cash which the Bank is to deliver pursuant thereto.
(b) Extraordinary Transactions. In the case of any of the following
transactions, not in the ordinary course of the business of the Fund:
(i) the merger or consolidation of the Fund and another
investment company,
(ii) the sale by the Fund of all or substantially all of its
assets, or
(iii) liquidation of the Fund or dissolution of the Fund and
distribution of its assets,
the Bank shall deliver Property only upon receipt of Instructions and
advice of counsel satisfactory to the Bank (who may be counsel for the
Fund, at the option of the Bank) to the effect that all necessary
corporate action therefor has been taken, or will be taken concurrently
with the Bank's action.
IX. RIGHT TO RECEIVE ADVICE
(a) Advice of Fund. If the Bank shall be in doubt as to any action
to be taken or omitted by it, it may request, and shall receive, from the
Fund directions or advice, including Instructions where appropriate.
(b) Advice of counsel. If the Bank shall be in doubt as to any
question of law involved in any action to be taken or omitted by the Bank,
it may request advice from counsel of its own choosing (who may be counsel
for the Fund, at the option of the Bank).
(c) Conflicting advice. In case of conflict between directions,
advice or Instructions received by the Bank pursuant to Section IX(a) and
advice received by the Bank pursuant to Section IX(b), the Bank shall be
entitled to rely on and follow the advice received pursuant to Section
IX(b) alone.
(d) Absolute protection to Bank. The Bank shall be absolutely
protected in any action or inaction which it takes in reliance on any
directions, advice or Instructions received pursuant to Section IX(a) or
(b) or which the Bank, after receipt of any such directions, advice or
Instructions, in good faith believes to be consistent with such
directions, advice or Instructions, as the case may be. However, nothing
in this Section IX shall be construed as imposing upon the Bank any
obligation (i) to seek such directions, advice or Instructions, or (ii)
to act in accordance with such directions or advice when received, unless,
under the terms of another provision of this Agreement, the same is a
condition to the Bank's properly taking or omitting to take such action.
X. STATEMENTS
The Bank shall render to the Fund statements of the transactions in
the accounts of the Fund at the following times:
XI. COMPENSATION
(a) Ordinary services. The Fund shall pay to the Bank, and the Bank
may deduct from the Property, for its services under this Agreement (other
than the services referred to in Section XI(c)) compensation based on a
schedule of charges to be agreed from time to time.
(b) Expenses. The Fund shall reimburse the Bank for all expenses,
taxes and other charges (including, without limitation, interest and other
items charged by brokers in respect of debit balances and delayed
deliveries) paid by the Bank with respect to the property of the Fund, or
incurred by the Bank on behalf of the Fund in the performance of the
Bank's duties hereunder, provided that the Bank shall be entitled to
reimbursement in respect of the fees and disbursements of counsel only (i)
as set forth in Sections XI(c) and XII or (ii) when the Fund breaches or
threatens to breach, or the Fund's management company (if any) threatens
to cause a breach, of this Agreement or when it would reasonably appear
to a man untrained in the law that such a breach exists or is threatened,
to the extent that the fees and disbursements of such counsel relate to
such actual or apparent breach or threatened breach. If the Bank submits
to the Fund a bill for such reimbursement and the Fund does not, within
15 days after such submission, notify the Bank that the bill is
disapproved and make a reasonable counter-offer in writing, the bill shall
be deemed approved and the Bank may deduct such reimbursement from the
Property.
(c) Extraordinary services. The Fund shall pay to the Bank, and the
Bank may deduct from the Property, for its services as the Fund's agent
in paying to a Shareholder consideration, consisting wholly or partially
of property other than cash, in connection with the Redemption of all or
any part of such Shareholder's shares in the Fund compensation equal to
1/10 of 1% of the amount computed by subtracting from the aggregate
Redemption price of such shares the cash, if any, paid to such Shareholder
in respect of such Redemption. Without limiting the generality of the
provisions of Section XI(b), the Fund shall reimburse to the Bank, and the
Bank may deduct from the Property reimbursement for, the fees and
disbursements of the Bank's counsel attributable to such counsel's
services in respect of each such Redemption.
XII. INDEMNIFICATION
The Fund, as sole owner of the Property, will indemnify the Bank and
each of the Bank's nominees, and hold the Bank and such nominees harmless,
and the Bank may deduct from the Property indemnification, against all
costs, liabilities (including, without limitation, liabilities under the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940 and any state and foreign securities and
blue sky laws, all as from time to time amended) and expenses, including
(without limitation) attorneys' fees and disbursements, arising directly
or indirectly (i) from the fact that securities included in the Property
are registered in the name of any such nominee or (ii) without limiting
the generality of the foregoing clause (i), from any action or thing which
the Bank takes or does or omits to take or do, (A) at the request or on
the directions or in reliance on the advice of the Fund, or of the Fund's
management company (if any), or (B) upon Instructions, provided, that
neither the Bank nor any of its nominees shall be indemnified against any
liability to the Fund or to its Shareholders (or any expense incident to
such liability) arising out of (x) the Bank's or such nominee's own
willful misfeasance, bad faith, gross negligence or reckless disregard of
its duties under this Agreement or (y) the Bank's own negligent failure
to perform its duties under Section VII(a)(ii).
XIII. RESPONSIBILITY; COLLECTIONS
(a) Responsibility of Bank. The Bank shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein
or as may be specifically agreed to by the Bank in writing. In the
performance of the Bank's duties hereunder, the Bank shall be obligated
to exercise care and diligence, but the Bank shall not be liable for any
act or omission which does not constitute willful misfeasance, bad faith
or gross negligence on the part of the Bank or reckless, disregard by the
Bank of its duties under this Agreement, provided that the Bank shall be
responsible for its own negligent failure to perform its duties under
Section VII(a)(ii). Without limiting the generality of the foregoing or
of any other provision of this Agreement, the Bank shall not be under any
duty or obligation to inquire into and shall not be liable for or in
respect of (i) the validity or invalidity or authority or lack thereof of
any instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, if any, and which the Bank
reasonably believes to be genuine, or (ii) the validity or invalidity of
the issuance of any securities included or to be included in the Property,
the legality or illegality of the purchase of such securities, or the
propriety or impropriety of the amount paid therefor, or (iii) the
legality or illegality of the sale (or exchange) of any Property or the
propriety or impropriety of the amount for which such Property is sold (or
exchanged), nor shall the Bank be under any duty or obligation to
ascertain whether any property at any time delivered to or held by the
Bank may properly be held by or for the Fund.
(b) Collections. All collections of monies or other property in
respect, or which are to become part, of the Property shall be at the sole
risk of the Fund.
XIV. ADVERTISING
No printed or other matter in any language (including, without
limitation, prospectuses, notices to shareholders, annual reports and
promotional material) which mentions the Bank's name or the rights, powers
or duties of the custodian of the Fund shall be issued by the Fund or on
the Fund's behalf unless the Bank shall first have given its specific
written consent thereto.
XV. EFFECTIVE DATE; TERMINATION; SUCCESSOR; DISSOLUTION
(a) Effective date. This Agreement shall become effective as of the
date entered in the final paragraph of this Agreement and shall continue
in effect until terminated in the manner set forth below.
(b) Termination. Either party to this Agreement may terminate this
Agreement, without penalty, upon at least two weeks' prior written notice
to the other. The effective date of such notice shall be as specified in
such notice, except that, at the option of the party receiving the notice
of termination, the effective date of termination may be postponed, by
notice (given prior to the effective date specified in the termination
notice) to the other party, to a date not more than sixty days from the
date of the notice of termination, provided that the Fund shall have no
right so to postpone the effective date of termination if the Fund is at
the time in default under the provisions of Section XIV.
(c) Successor custodian. The Bank shall, in the event of such
termination, deliver the Property, or cause it to be delivered, to any new
custodian which may be designated in Instructions received by the Bank.
(d) Successor custodian not available. In the event that no new
custodian can be found by the Fund at the time of termination of this
Agreement, the Fund shall, before authorizing the delivery of the Property
to anyone other than a successor custodian, submit to its shareholders the
question of whether the Fund shall be liquidated or shall function without
a custodian. The Bank shall, pending the finding of such a new custodian,
the dissolution of the Fund or the decision of the Fund's shareholders
that the Fund shall function without a custodian, continue to hold the
Property in safekeeping subject to the terms of this Agreement, but the
Bank will not carry out any transaction requiring Instructions the
Instructions with respect to which are received by the Bank subsequent to
the effective date of the termination of this Agreement or issue any
advice provided for by Section VII or any statement provided for by
Section X, provided that, upon its receipt of Instructions to do so, the
Bank will deliver the Property to a new custodian (which shall be a
person, firm or corporation having aggregate capital, surplus and
undivided profits of at least $2,000,000, as shown by its last published
report, and meeting such other requirements as may be imposed by
applicable law), distribute the Property (after liquidating any part of
the Property which does not consist of cash, if such Instructions so
order) upon dissolution of the Fund or deliver the Property to any other
person if the Fund's shareholders have decided that the Fund shall
function without a custodian. The Bank shall not be liable to the Fund
or any third party on account of any incidents or omissions occurring
during such period of safekeeping except those arising through the Bank's
own willful misconduct or gross negligence.
(e) Dissolution; no successor custodian. Upon its receipt of
Instructions to do so, the Bank shall distribute the Property (after
liquidating any part of the Property which does not consist of cash, if
such Instructions so order) upon dissolution of the Fund or deliver the
Property to any person who is to take the place of the Fund's custodian
if the Fund's shareholders have decided that the Fund shall function
without a custodian, provided, in either case, that such Instructions
shall be accompanied by a certified copy of the minutes of the meeting of
the Fund's shareholders at which the same was approved.
XVI. NOTICES
All notices and other communications, including Instructions
(collectively referred to as "Notices" in this Section XVI), hereunder
shall be in writing or by tested telegram, cable or Telex. Notices shall
be addressed (i) if to the Bank, at the Bank's address set forth at the
head of this Agreement, marked for the attention of the Custodian Services
Department (or its successor, referred to in Section VII(a)); (ii) if to
the Fund, at the address of the Fund set forth at the head of this
Agreement, or (iii) if to either of the foregoing, at such other address
as shall have been notified to the sender of any such Notice or other
communication. If the location of the sender of a Notice and the address
of the addressee thereof are, at the time of sending, more than 100 miles
apart, the Notice shall be sent by airmail, in which case it shall be
deemed given three days after it is sent, or by tested telegram, cable or
Telex, in which case it shall be deemed given immediately, and, if the
location of the sender of a Notice and the address of the addressee
thereof are, at the time of sending, not more than 100 miles apart, the
Notice may be sent by first-class mail, in which case it shall be deemed
given two days after it is sent, or by messenger, in which case it shall
be deemed given on the day it is delivered, or by tested telegram or
Telex, in which case it shall be deemed given immediately, provided that
the Bank in no event be liable in respect of any delay in its actual
receipt of any Notice. All postage, cable, telegraph and Telex charges
arising from the sending of a Notice hereunder shall be paid by the
sender.
XVII. MISCELLANEOUS
(a) Amendments, etc. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the party
against which enforcement of such change or waiver is sought. This
Agreement shall be construed and enforced in accordance with and governed
by the laws of the State of New York. The headings in this Agreement are
for convenience of reference only, are not a part of this Agreement and
shall be disregarded in connection with any interpretation of all or any
part of this Agreement.
(b) Entire agreement. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings, relating to the subject matter hereof,
provided that the parties hereto may embody in one or more separate
documents their agreement, if any, with respect to delegated and/or oral
Instructions.
(c) Successors and assigns; assignment. All terms of this Agreement
shall be binding upon the respective successors and assigns of the parties
hereto, the Fund's management company (if any) and the Shareholders and
shall inure to the benefit of and be enforceable by the parties hereto and
their respective successors and assigns, provided that this Agreement
shall not be assignable in whole or in part by either party hereto without
the written consent of the other party hereto.
(d) Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original but all
of which, taken together, shall constitute one and the same Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by the hands of their signatories thereunto duly authorized
as of the 19th day of July, 1978.
CITIBANK, N.A.
By: /s/
----------------------
____________, Manager
DAILY CASH ACCUMULATION FUND, INC.
By: /s/ James C. Swain
---------------------------
James C. Swain, President
<PAGE>
AMENDMENT TO CUSTODIAL AGREEMENT
BETWEEN
DAILY CASH ACCUMULATION FUND, INC.
AND
CITIBANK, N.A.
THIS AGREEMENT OF AMENDMENT, dated as of July 19, 1978, entered into
between Daily Cash Accumulation Fund, Inc. (the "Fund") and Citibank, N.A.
("Citibank");
WITNESSETH:
WHEREAS, Daily Cash Accumulation Fund, Inc. is a registered
management investment company for which Citibank, N.A. acts as custodian
under an agreement ("Agreement") dated July 19, 1978, and the Fund desires
to indirectly participate in the joint Federal Reserve - Treasury
Department book entry program for United States government and agency
securities (the "System") when it invests in United States government and
agency securities and
WHEREAS, pending and subsequent to designation by the Securities and
Exchange Commission of Federal Reserve Banks as appropriate persons to act
as depositories pursuant to the provisions of Section 17(f) of the
Investment Company Act of 1940, Citibank proposes to employ the System on
behalf of the Fund.
NOW THEREFORE, the Agreement is amended as follows:
1. Citibank is authorized by the Fund to participate in the System
on behalf of the Fund with respect to securities deposited in
the System, and to act on behalf of the Fund therefor as may be
required for participation in the System.
2. The securities and cash of the Fund will be represented in an
account at the System which does not include any assets held by
Citibank other than as a fiduciary, custodian or otherwise for
Citibank's customers.
3. Citibank shall effect a transfer of a security through the
System as follows:
(a) With respect to a sale of a security by the Fund, the
System shall effect delivery of the security (except
delivery to Citibank to the account of the Fund) only upon
payment or the System's guaranty of payment.
(b) With respect to a purchase of a security by the Fund,
Citibank's account in the System representing the interest
of the Fund may be debited for payment for the security
only upon delivery of the security to the account or the
System's guaranty of delivery.
4. Citibank shall send the Fund confirmation of any purchase or
sale of securities and by book entry or otherwise shall identify
as belonging to the Fund a quantity of securities which
constitute or are part of a fungible bulk of securities either
registered in the name of Citibank or its nominee or shown on
the account of Citibank on the books of the System.
5. The books and records of Citibank used in connection with the
participation of the Fund in the System, to the extent they
relate to depository services rendered to the Fund by Citibank
under the Agreement, shall at all times during the regular
business hours of Citibank be open to inspection by duly
authorized employees or agents of the Securities and Exchange
Commission.
6. Citibank shall provide the Fund with any report obtained by it
as Custodian, on the System's internal accounting control, and
shall provide the Fund with such reports on its respective
systems of internal accounting control as the Fund may
reasonably require.
7. Citibank shall be liable to the Fund for any loss or damage
resulting from the use of the System arising by reason of any
negligence, misfeasance, or misconduct on the part of Citibank
or of any of its employees or agents, or from a failure by
Citibank to enforce effectively such rights as it may have
against the System, and it is further understood that Citibank
shall use its best efforts, and will enforce any such rights as
it may have against the System, to require that the System shall
take all appropriate and necessary steps to obtain replacement
of any certificated security in the System which has been lost,
apparently destroyed, or wrongfully taken.
8. No person may vote (other than pursuant to an instruction of the
Fund contained in an officer's instruction, as that term is
defined in proposed rule 17 (f-4) any security held for the
account of the Fund, and the Fund may vote its securities either
directly or in accordance with instructions of the Fund
contained in an officer's instruction. With respect to any
securities held directly or indirectly for the Fund provision
will be made for prompt transmission to the Fund, through the
System and Citibank, of all notices, proxies and
proxy soliciting materials, and other written
information distributed to shareholders by the
issuer, including all written information distributed
by the issuer of any security whose tender or
exchange is sought and by all parties (or their
agent) making the tender or exchange offer.
9. In the event of any conflicts or inconsistencies between the
terms and conditions of this amendment and the Agreement, the
terms and conditions of this amendment shall prevail.
10. If the System permits the withdrawal of a security from the
System in certificate form and the Fund requires a certificate
for making a loan of such security or otherwise, Citibank shall
take all appropriate and necessary steps to obtain such
certificate upon receipt of a written request from the Fund in
such form as may be required by the Custodian Agreement.
(Seal)
Attest:
By: /s/ Vincent Rizzo By: /s/ S.S. Tucciarone
------------------- ---------------------
Vincent Rizzo S.S. Tucciarone
Citibank, N.A., Manager Assistant Vice President
(Seal)
Attest:
By: /s/ Robert S. Same By: /s/ James C. Swain
---------------- -------------------
Robert S. Same, Secretary James C. Swain, President
CUSTODY\140
Exhibit 24(b)8(b)
SECOND AMENDMENT TO
CUSTODIAN AGREEMENT
THIS AGREEMENT made and entered into this 29th day of December, 1981
between DAILY CASH ACCUMULATION FUND, INC. a Maryland corporation
(hereinafter called the "Fund") and CITIBANK, N.A., a National Banking
Corporation incorporated under the laws of the United States of America
(hereinafter called the "Bank").
WITNESSETH THAT:
WHEREAS, Daily Cash Accumulation Fund, Inc., a Deleware corporation,
and the Bank heretofore entered into Agreements entitled "Custodian
Agreement" and "Amendment to custodial agreement", both dated July 19,
1978; said Custodian Agreement and Amendment thereto are collectively
herein referred to as the "Custodian Agreement as Amended; and
WHEREAS, effective December 29, 1981 at 4:00 p.m. Eastern Time (2:00
p.m. Denver Time), Daily Cash Accumulation Fund, Inc., a Delaware
corporation, was merged into the fund which is the surviving corporation.
THEREFORE, IT IS AGREED, That effective on December 29, 1981 at 4:00
p.m. Eastern Time (2:00 p.m. Denver time):
1. The Fund is substituted for Daily Cash Accumulation Fund, Inc.,
a Delaware corporation, as a party to the Custodian Agreement as Amended
and all rights, benefits, causes of action, obligations and undertakings
of Daily Cash Accumulation Fund, Inc., a Delaware corporation, shall inure
to the benefit of and be binding upon the Fund.
2. The Fund approves and adopts the Custodian Agreement as Amended
in its entirety.
Executed at Denver, Colorado on December 29, 1981.
DAILY CASH ACCUMULATION
ATTEST: FUND, INC., a Maryland
corporation
By: /s/ George C. Bowen By: /s/ James C. Swain
- -------------------------- -------------------------
George C. Bowen, Secretary James C. Swain, President
CITIBANK, N.A.
By: /s/ Howard McConnell
-------------------------
Howard McConnell
CUSTODY\140#3
Exhibit 24(b)10
ROBERT G. GALLI TELEPHONE: 212-825-0250
ATTORNEY AT LAW
ONE NEW YORK PLAZA
THIRTY THIRD FLOOR
NEW YORK, N.Y. 10004
July 21, 1978
Daily Cash Accumulation Fund, Inc.
3600 South Yosemite Street
Denver, Colorado 80237
Dear Sirs:
In connection with the proposed public offering of shares of stock,
par value $.10 per share, of Daily Cash Accumulation Fund, Inc., (the
"Corporation"), I have examined such corporate records and documents and
have made such further investigation and examination as I deemed necessary
for the purpose of this opinion.
It is my opinion that the 35,000,000 shares of such Capital Stock
covered by the Corporation's Registration Statement on Form S-5 (File No.
2-46891) when issued and paid for in accordance with the terms of the
offering, as set forth in prospectus forming a part of the Registration
Statement, will be, when such Registration Statement shall have become
effective, legally issued, fully paid and non-assessable by the
Corporation.
I hereby consent to the filing of this opinion as an exhibit to the
said Registration Statement.
Very truly yours,
/s/ Robert G. Galli
----------------------
Robert G. Galli
prosp\140L.1
Exhibit 24(b)11
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
Daily Cash Accumulation Fund, Inc.
We consent to the use in Post-Effective Amendment No. 37 to Registration
Statement No. 2-46891 of our report dated January 23, 1995 on the
financial statements of Daily Cash Accumulation Fund, Inc. appearing in
the Statement of Additional Information, which is a part of such
Registration Statement, and to the reference to us under the caption
"Financial Highlights" appearing in the Prospectus, which is also a part
of such Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Denver, Colorado
April 14, 1995
Exhibit 24(b)15
SERVICE PLAN AND AGREEMENT
BETWEEN
CENTENNIAL ASSET MANAGEMENT CORPORATION
AND
DAILY CASH ACCUMULATION FUND, INC.
SERVICE PLAN AND AGREEMENT (the "Plan") dated the 23rd day of February,
1994, by and between DAILY CASH ACCUMULATION FUND, INC. (the "Fund") and
CENTENNIAL ASSET MANAGEMENT CORPORATION (the "Distributor").
1. The Plan. This Plan is the Fund's written service plan for its
Shares described in the Fund's registration statement as of the date this
Plan takes effect, contemplated by and to comply with Article III, Section
26 of the Rules of Fair Practice of the National Association of Securities
Dealers, pursuant to which the Fund will reimburse the Distributor for a
portion of its costs incurred in connection with the personal service and
the maintenance of shareholder accounts ("Accounts") that hold Shares (the
"Shares") of the Fund. The Fund may be deemed to be acting as distributor
of securities of which it is the issuer, pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "1940 Act"), according to the terms
of this Plan. The Distributor is authorized under the Plan to reimburse
"Recipients," as hereinafter defined, for their costs for rendering
services and for the maintenance of Accounts. Such Recipients are
intended to have certain rights as third-party beneficiaries under this
Plan.
2. Definitions. As used in this Plan, the following terms shall have
the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
institution which: (i) has rendered services in connection with the
personal service and maintenance of Accounts; (ii) shall furnish the
Distributor (on behalf of the Fund) with such information as the
Distributor shall reasonably request to answer such questions as may
arise concerning such service; (iii) has certified that its costs for
rendering services and for maintenance of Accounts exceeded the
payments to be received under this Plan; and (iv) has been selected
by the Distributor to receive payments under the Plan.
Notwithstanding the foregoing, a majority of the Fund's Board of
Directors (the "Board") who are not "interested persons" (as defined
in the 1940 Act) and who have no direct or indirect financial
interest in the operation of this Plan or in any agreements relating
to this Plan (the "Independent Directors") may remove any broker,
dealer, bank or other institution as a Recipient, whereupon such
entity's rights as a third-party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all Shares
owned beneficially or of record by: (i) such Recipient, or (ii) such
customers, clients and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian (collectively,
the "Customers"), but in no event shall any such Shares be deemed
owned by more than one Recipient for purposes of this Plan. In the
event that two entities would otherwise qualify as Recipients as to
the same Shares, the Recipient which is the dealer of record on the
Fund's books shall be deemed the Recipient as to such Shares for
purposes of this Plan.
3. Payments.
(a) Under the Plan, the Fund will make payments to the Distributor,
within forty-five (45) days of the end of each calendar quarter, in
the amount of the lesser of: (i) .05% (.20% on an annual basis) of
the average during the calendar quarter of the aggregate net asset
value of the Shares, computed as of the close of each business day
during that quarter, or (ii) the Distributor's actual expenses under
the Plan for that quarter of the type approved by the Board. If the
average during the calendar month of the aggregate net asset value
of Qualified Holdings owned beneficially or of record by any
Recipient or its customers exceeds $200 million in any month,
computed as of the close of each business day during that month, the
Fund will make payments to the Distributor within fifteen (15) days
of the end of such calendar month, at the rate of .20% on an annual
basis of the average during the calendar month of the aggregate net
asset value of Qualified Holdings computed as of the close of each
business day owned beneficially or of record by such Recipient or its
customers in that month. No payment shall be made for any quarter
during which the average of the aggregate net asset value of
qualified holdings is less than $3.0 million. Quarterly payments by
the Fund to the Distributor shall exclude that value of any monthly
payments previously made by the Fund to the Distributor during that
quarter. The Distributor will use such fee received from the Fund
in its entirety to reimburse Recipients for their costs incurred in
connection with the personal service and maintenance of Accounts
including, but not limited to, the services described in the
following paragraph. The Distributor may make Plan payments to any
"affiliated person" (as defined in the 1940 Act) of the Distributor
if such affiliated person qualifies as a Recipient. No portion of
Plan payments will be retained by the Distributor.
The services to be rendered by Recipients in connection with the
personal service and the maintenance of Accounts may include, but
shall not be limited to, the following: answering routine inquiries
from the Recipient's customers concerning the Fund, providing such
customers with information on their investment in shares, assisting
in the establishment and maintenance of accounts or sub-accounts in
the Fund, making the Fund'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 Fund may reasonably request. It may be presumed that a
Recipient has provided services qualifying for compensation under the
Plan if it has Qualified Holdings of Shares to entitle it to payments
under the Plan. In the event that either the Distributor or the
Board should have reason to believe that, notwithstanding the level
of Qualified Holdings, a Recipient may not be rendering appropriate
services, then the Distributor, at the request of the Board, shall
require the Recipient to provide a written report or other
information to verify that said Recipient is providing appropriate
services in this regard. If the Distributor still is not satisfied,
it may take appropriate steps to terminate the Recipient's status as
such under the Plan, whereupon such entity's rights as a third-party
beneficiary hereunder shall terminate.
Payments received by the Distributor from the Fund under the
Plan will not be used to pay any interest expense, carrying charges
or other financial costs, or allocation of overhead by the
Distributor, or for any other purpose other than for the payments
described in this Section 3. The amount payable to the Distributor
each quarter will be reduced to the extent that reimbursement
payments otherwise permissible under the Plan have not been
authorized by the Board of Directors for that quarter. Any
unreimbursed expenses incurred for any quarter by the Distributor may
not be recovered in later periods.
(b) The Distributor shall make payments to any Recipient quarterly,
within forty-five (45) days of the end of each calendar quarter, at
a rate not to exceed the lesser of (i) .05% (.20% on an annual basis)
of the average during the calendar quarter of the aggregate net asset
value of the Shares computed as of the close of each business day,
of Qualified Holdings owned beneficially or of record by the
Recipient or by its Customers, or (ii) the Recipient's actual costs
incurred for rendering services and for the maintenance of Accounts.
However, no such payments shall be made to any Recipient for any such
quarter in which its Qualified Holdings do not equal or exceed, at
the end of such quarter, the minimum amount ("Minimum Qualified
Holdings"), if any, to be set from time to time by a majority of the
Independent Directors. The Distributor shall make payments to any
Recipient monthly, within fifteen (15) days of the end of each
calendar month, at a rate not to exceed the lesser of (i) .20% on an
annual basis of the average during the calendar month of the
aggregate net asset value, computed as of the close of each business
day during the month, of Qualified Holdings owned beneficially or of
record by the Recipient or by its customers, or (ii) the Recipient's
actual costs incurred for rendering services and for the maintenance
of Accounts if the average during the calendar month of the aggregate
net asset value of such Qualified Holdings during the month exceeded
$200 million. Quarterly payments to any Recipient shall exclude the
value of any monthly payments previously made to such Recipient
during that quarter. A majority of the Independent Directors may at
any time or from time to time increase or decrease and thereafter
adjust the rate of fees to be paid to the Distributor or to any
Recipient, but not to exceed the rate set forth above, and/or
increase or decrease the number of shares constituting Minimum
Qualified Holdings. The Distributor shall notify all Recipients of
the Minimum Qualified Holdings and the rate of payments hereunder
applicable to Recipients, and shall provide each Recipient with
written notice within thirty (30) days after any change in these
provisions. Inclusion of such provisions or a change in such
provisions in a revised current prospectus shall constitute
sufficient notice.
(c) Each Recipient who is to receive payments for any month or
quarter shall certify in writing that the aggregate payments to be
received from the Fund during that month or quarter do not exceed the
Recipient's costs for rendering services and for the maintenance of
Accounts during the month or quarter, and will reimburse the Fund for
any excess. Each Recipient shall annually certify in writing that
the aggregate payments received from the Fund during that year do not
exceed the Recipient's administrative and sales related costs in
rendering distribution assistance and will reimburse the Fund for any
excess.
(d) Payments may be made to Recipients by Centennial Asset
Management Corporation ("Centennial") from its own resources (which
may include profits derived from the advisory fee it receives from
the Fund).
4. Selection and Nomination of Directors. While this Plan is in effect,
the selection or replacement of Independent Directors and the nomination
of those persons to be Directors of the Fund who are not "interested
persons" of the Fund shall be committed to the discretion of the
Independent Directors. Nothing herein shall prevent the Independent
Directors from soliciting the views or the involvement of others in such
selection or nomination if the final decision on any such selection and
nomination is approved by a majority of the incumbent Independent
Directors.
5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide at least quarterly a written report to the Fund's Board for
its review, detailing the amount of all payments made pursuant to this
Plan, the identity of the Recipient of each such payment, and the purposes
for which the payments were made. The report shall state whether all
provisions of Section 3 of this Plan have been complied with. The
Distributor shall annually certify to the Board the amount of its total
expenses incurred that year with respect to the personal service and
maintenance of Accounts in conjunction with the Board's annual review of
the continuation of the Plan.
6. Related Agreements. Any agreement related to this Plan shall be in
writing and shall provide that: (i) such agreement may be terminated at
any time, without payment of any penalty, by vote of a majority of the
Independent Directors or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities, on
not more than sixty days written notice to any other party to the
agreement; (ii) such agreement shall automatically terminate in the event
of its "assignment" (as defined in the 1940 Act); (iii) it shall go into
effect when approved by a vote of the Board and its Independent Directors
cast in person at a meeting called for the purpose of voting on such
agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by the Board and its Independent
Directors cast in person at a meeting called for the purpose of voting on
such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Independent Directors cast in person
at a meeting called on August 24, 1993 for the purpose of voting on this
Plan, and takes effect as of July 1, 1993. Unless terminated as
hereinafter provided, it shall continue in effect until April 30, 1994 and
from year to year thereafter or as the Board may otherwise determine only
so long as such continuance is specifically approved at least annually by
the Board and its Independent Directors cast in person at a meeting called
for the purpose of voting on such continuance. This Plan may be
terminated at any time by vote of a majority of the Independent Directors
or by the vote of the holders of a "majority" (as defined in the 1940 Act)
of the Fund's outstanding voting securities. This Plan may not be amended
to increase materially the amount of payments to be made without approval
of the Shareholders, in the manner described above, and all material
amendments must be approved by a vote of the Board and of the Independent
Directors.
DAILY CASH ACCUMULATION FUND, INC.
By: /s/ Andrew J. Donohue
----------------------------------
Andrew J. Donohue, Vice President
CENTENNIAL ASSET MANAGEMENT
CORPORATION
By: /s/ Katherine P. Feld
----------------------------------
Katherine P. Feld, Secretary
<PAGE>
Daily Cash Accumulation Fund, Inc.
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
The Fund's average annual total returns and total returns are
calculated as described below, on the basis of the Fund's
distributions, for the past 10 years which are as follows:
<TABLE>
<CAPTION>
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
<S> <C> <C> <C>
12/31/85 0.0700000 0.0000 1.000
12/31/86 0.0600000 0.0000 1.000
01/15/87 0.0044759 0.0000 1.000
02/19/87 0.0053177 0.0000 1.000
03/19/87 0.0041743 0.0000 1.000
04/15/87 0.0041837 0.0000 1.000
05/21/87 0.0057906 0.0000 1.000
06/18/87 0.0047712 0.0000 1.000
07/16/87 0.0048346 0.0000 1.000
08/20/87 0.0058364 0.0000 1.000
09/17/87 0.0046834 0.0000 1.000
10/15/87 0.0050224 0.0000 1.000
11/19/87 0.0064806 0.0000 1.000
12/17/87 0.0050665 0.0000 1.000
12/31/87 0.0026268 0.0000 1.000
01/21/88 0.0038983 0.0000 1.000
02/18/88 0.0049133 0.0000 1.000
03/17/88 0.0046173 0.0000 1.000
04/21/88 0.0056987 0.0000 1.000
05/19/88 0.0047458 0.0000 1.000
06/16/88 0.0050047 0.0000 1.000
07/21/88 0.0065107 0.0000 1.000
08/18/88 0.0054981 0.0000 1.000
09/15/88 0.0058241 0.0000 1.000
10/20/88 0.0072989 0.0000 1.000
11/17/88 0.0058381 0.0000 1.000
12/15/88 0.0061805 0.0000 1.000
12/30/88 0.0035475 0.0000 1.000
01/19/89 0.0047219 0.0000 1.000
02/16/89 0.0065296 0.0000 1.000
03/16/89 0.0067753 0.0000 1.000
04/20/89 0.0089599 0.0000 1.000
05/18/89 0.0071094 0.0000 1.000
06/15/89 0.0069496 0.0000 1.000
07/20/89 0.0084444 0.0000 1.000
08/17/89 0.0065082 0.0000 1.000
09/21/89 0.0079433 0.0000 1.000
10/19/89 0.0063322 0.0000 1.000
11/16/89 0.0062514 0.0000 1.000
12/21/89 0.0076671 0.0000 1.000
12/29/89 0.0017446 0.0000 1.000
01/18/90 0.0042880 0.0000 1.000
02/15/90 0.0058905 0.0000 1.000
</TABLE>
<PAGE>
Daily Cash Accumulation Fund, Inc.
Pge 2
April 17, 1995
<TABLE>
<CAPTION>
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Daily Cash Accumulation Fund, Inc. (Continued)
<S> <C> <C> <C>
03/15/90 0.0058561 0.0000 1.000
04/19/90 0.0074674 0.0000 1.000
05/17/90 0.0059960 0.0000 1.000
06/21/90 0.0074107 0.0000 1.000
07/19/90 0.0058949 0.0000 1.000
08/16/90 0.0058070 0.0000 1.000
09/20/90 0.0071288 0.0000 1.000
10/18/90 0.0057060 0.0000 1.000
11/15/90 0.0057175 0.0000 1.000
12/20/90 0.0071436 0.0000 1.000
12/31/90 0.0022501 0.0000 1.000
01/17/91 0.0034032 0.0000 1.000
02/21/91 0.0065555 0.0000 1.000
03/21/91 0.0048703 0.0000 1.000
04/18/91 0.0046250 0.0000 1.000
05/16/91 0.0043704 0.0000 1.000
06/20/91 0.0052884 0.0000 1.000
07/18/91 0.0041973 0.0000 1.000
08/15/91 0.0041761 0.0000 1.000
09/19/91 0.0051319 0.0000 1.000
10/17/91 0.0039750 0.0000 1.000
11/21/91 0.0047624 0.0000 1.000
12/19/91 0.0041543 0.0000 1.000
12/31/91 0.0016276 0.0000 1.000
01/16/92 0.0018402 0.0000 1.000
02/20/92 0.0040570 0.0000 1.000
03/19/92 0.0031009 0.0000 1.000
04/15/92 0.0028767 0.0000 1.000
05/21/92 0.0035721 0.0000 1.000
06/18/92 0.0026835 0.0000 1.000
07/16/92 0.0026115 0.0000 1.000
08/20/92 0.0030885 0.0000 1.000
09/17/92 0.0023852 0.0000 1.000
10/15/92 0.0022818 0.0000 1.000
11/19/92 0.0027168 0.0000 1.000
12/17/92 0.0022905 0.0000 1.000
12/31/92 0.0013285 0.0000 1.000
01/21/93 0.0013798 0.0000 1.000
02/18/93 0.0021034 0.0000 1.000
03/18/93 0.0020545 0.0000 1.000
04/15/93 0.0020308 0.0000 1.000
05/20/93 0.0025072 0.0000 1.000
06/17/93 0.0020049 0.0000 1.000
07/15/93 0.0020038 0.0000 1.000
08/19/93 0.0025084 0.0000 1.000
09/16/93 0.0020124 0.0000 1.000
<PAGE>
Daily Cash Accumulation Fund, Inc.
Page 3
April 17, 1995
</TABLE>
<TABLE>
<CAPTION>
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Daily Cash Accumulation Fund, Inc. (Continued)
<S> <C> <C> <C>
10/21/93 0.0025263 0.0000 1.000
11/18/93 0.0020447 0.0000 1.000
12/16/93 0.0020734 0.0000358 1.000
12/31/93 0.0012623 0.0000 1.000
01/20/94 0.0013260 0.0000 1.000
02/17/94 0.0020474 0.0000 1.000
03/17/94 0.0021102 0.0000 1.000
04/21/94 0.0027587 0.0000 1.000
05/19/94 0.0024019 0.0000 1.000
06/16/94 0.0026435 0.0000 1.000
07/21/94 0.0035950 0.0000 1.000
08/18/94 0.0030020 0.0000 1.000
09/15/94 0.0031945 0.0000 1.000
10/20/94 0.0041421 0.0000 1.000
11/17/94 0.0034203 0.0000 1.000
12/15/94 0.0038227 0.0000 1.000
12/30/94 0.0025957 0.0000 1.000
</TABLE>
1. Average Annual Total Returns for the Periods Ended 12/31/94:
The formula for calculating average annual total return is as
follows:
1 ERV n
--------------- = n (---) - 1 = average annual total return
number of years P
Where: ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the period
P = hypothetical initial investment of $1,000
Examples:
One Year Five Year
$1,037.70 1 $1,260.66 .2
(---------) - 1 = 3.77% (---------) - 1 = 4.74%
$1,000 $1,000
Ten Year
$1,778.35 .1
(---------) - 1 = 5.93%
$1,000
<PAGE>
Daily Cash Accumulation Fund, Inc.
Page 4
April 17, 1995
2. Cumulative Total Returns for the Periods Ended 12/31/94:
The formula for calculating cumulative total return is as follows:
(ERV - P) / P = Cumulative Total Return
Examples:
One Year Five Year
$1,037.70 - $1,000 $1,260.66 - $1,000
------------------ = 3.77% ------------------ = 26.07%
$1,000 $1,000
Ten Year
$1,778.35 - $1,000
------------------ = 77.83%
$1,000
3. YIELD AND EFFECTIVE YIELD FOR 7-DAY PERIOD ENDED 12/31/94:
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 $)
12/27/94 .0001422
12/28/94 .0001452
12/29/94 .0001466
12/30/94 .0001464
12/31/94 .0001464
01/01/95 .0001464
01/02/95 .0001463
Seven Day
Total: .0010195
Current Yield: $0.0010195/7 x 365 = 5.32%
365/7
Effective Yield: (.0010195 + 1) - 1 = 5.46%
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000045129
<NAME> DAILY CASH ACCUMULATION FUND, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 2986729141
<INVESTMENTS-AT-VALUE> 2986729141
<RECEIVABLES> 8914287
<ASSETS-OTHER> 199523
<OTHER-ITEMS-ASSETS> 6444695
<TOTAL-ASSETS> 3002287646
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 44055483
<TOTAL-LIABILITIES> 2958232163
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2958131456
<SHARES-COMMON-STOCK> 2958131456
<SHARES-COMMON-PRIOR> 3588721667
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 100707
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2958232163
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 147806217
<OTHER-INCOME> 0
<EXPENSES-NET> 24733601
<NET-INVESTMENT-INCOME> 123072616
<REALIZED-GAINS-CURRENT> (27746)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 123044870
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 123088801
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7074792010
<NUMBER-OF-SHARES-REDEEMED> 7826247089
<SHARES-REINVESTED> 120864868
<NET-CHANGE-IN-ASSETS> (630634142)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 144638
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11918801
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 24859220
<AVERAGE-NET-ASSETS> 3378000
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .04
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .73
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
