<PAGE>
Registration No. 33-12463
File No. 811-5051
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. _____ / X /
POST-EFFECTIVE AMENDMENT NO. 14 / X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
AMENDMENT NO. 13 / X /
CENTENNIAL AMERICA FUND, L.P.
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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)
1-303-671-3200
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(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center, Suite 3400
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)(1)
/ / On ________________, pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / On ________________, pursuant to paragraph (a)(2)
of Rule (485)
- -------------------------------------------------------------------------
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>
CENTENNIAL AMERICA FUND, L.P.
FORM N-1A
Cross Reference Sheet
Part A of
Form N-1A
Item No. Prospectus Heading
1 Front Cover Page
2 Fund Expenses
3 Financial Highlights; Yield Information
4 Cover Page; The Fund and Its Investment Policies; Investment
Restrictions
5 Fund Expenses; Management of the Fund; Back Cover; Additional
Information - The Custodian and the Transfer Agent
6 Dividends, Distributions and Taxes; Additional Information;
Management of the Fund
7 How to Buy Shares; Exchanges of Shares; Service Plan; Back
Cover; How to Redeem Shares
8 How to Redeem Shares; Exchange of Shares
9 *
Part B of
Form N-1A
Item No. Heading in Statement of Additional Information or Prospectus
10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Investment Restrictions
14 Managing General Partners and Officers; Investment Management
Services
15 Managing General Partners and Officers - Major Shareholders
16 Investment Management Services; Service Plan
17 Investment Management Services - Portfolio Transactions
18 *
19 Purchase, Redemption and Pricing of Shares; Automatic
Withdrawal Plan Provisions; Yield Information
20 Tax Status of the Fund; Tax Considerations for Fund Investors
21 Additional Information; Investment Management Services
22 Yield Information
23 Financial Statements
_______________
* Not applicable or negative answer.
<PAGE>
PROSPECTUS
Centennial America Fund, L.P.
3410 South Galena Street, Denver, Colorado 80231
Telephone: 1-800-525-9310
Centennial America Fund, L.P. (the "Fund") is a no-load "money
market" mutual fund with the investment objective of seeking as high a
level of current income as is consistent with the preservation of capital
and the maintenance of liquidity. The Fund seeks to achieve its objective
through a diversified portfolio of short-term debt instruments issued or
guaranteed by the U.S. Government or its agencies or instrumentalities,
maturing in, or having been called for redemption in, 397 days or less.
The Fund seeks to generate income that is not subject to payment or
withholding of U.S. Federal income tax for qualifying foreign investors.
See "The Fund and Its Investment Policies."
An investment in the Fund is neither insured nor guaranteed by the
U.S. Government. 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. Shares of the Fund are not deposits or obligations of any
bank, are not guaranteed by any bank, and are not insured by the FDIC or
any other agency. See "The Fund and Its Investment Policies."
Shares of the Fund may be purchased only by foreign investors who are
not treated as U.S. citizens or residents or as U.S. corporations,
partnerships, trusts or estates under the U.S. Internal Revenue Code of
1986, as amended.
Shares of the Fund may be purchased directly from dealers having sale
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"). 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
Transfer Agent at the toll-free number shown above (within the U.S.) or
303-671-3200 from outside the U.S. 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
Special Tax Considerations
Purchases Through Automatic Purchase
and Redemption Programs
Direct Purchases
Payment by Check
Payment by Federal Funds Wire
Automatic Investment Plan
Guaranteed Payment
General
Service Plan
How to Redeem Shares
Program Participants
Shares of the Fund Owned Directly
Regular Redemption Procedures
Expedited Redemption Procedures
Checkwriting
Telephone Redemptions
Automatic Withdrawal Plans
General Information on Redemptions
Exchanges of Shares
Distributions and Taxes
Additional Information
<PAGE>
Fund Expenses
The following table sets forth the fees that an investor in the
Fund might pay and expenses paid by the Fund during its fiscal year ended
December 31, 1994. All monetary amounts set forth in this Prospectus are
in U.S. dollars.
Shareholder Transaction Expenses
Maximum Sales Charge on Purchases
(as a percentage of the offering price) . . . . None
Sales Charge on Reinvested Dividends . . . . . None
Redemption Fees. . . . . . . . . . . . . . . . None
Exchange Fee . . . . . . . . . . . . . . . . . $5.00
Annual Fund Operating Expenses (as a percentage of average net assets)
Management Fees . . . . . . . . . . . . . . . .45%
12b-1 (Service Plan) Fees. . . . . . . . . . . .17%
Other Expenses . . . . . . . . . . . . . . . .85%
Total Fund Operating Expenses . . . . . . . 1.47%
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, audit, legal and other business
operating expenses, but excludes extraordinary expenses. 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 were 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 years10 years
$15 $46 $80 $176
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 shown above.
<PAGE>
Financial Highlights
The information in the table below for the fiscal years ended
December 31, 1990 through 1994 has been audited by Deloitte & Touche LLP,
the Fund's independent auditors. The information for the fiscal period
May 14, 1987, (commencement of operations) through December 31, 1987 and
each of the fiscal years ended December 31, 1988 and 1989, was audited by
the Fund's prior independent auditors. The report of Deloitte & Touche
LLP, on the financial statements of the Fund for its fiscal year ended
December 31, 1994, is included in the Statement of Additional
Information.
<TABLE>
<CAPTION>
PERIOD ENDED
YEAR ENDED DECEMBER 31, DECEMBER
31,
1994 1993 1992 1991(2) 1990(2)(3) 1989(2) 1988(2) 1987(1)(2)
------ ------ ------ -------- ----------- -------- -------- ----------
<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 ........ .03 .02 .03 .14 .10 .08 .09 .05
Dividends and distributions to shareholders (.03) (.02) (.03) (.14) (.10) (.08) (.09) (.05)
----- ----- ----- ----- ----- ----- ----- -----
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 thousands) .. $6,201 $4,349 $5,253 $5,056 $5,486 $8,167 $8,808 $8,190
Average net assets (in thousands) ......... $5,693 $4,780 $5,323 $5,217 $6,819 $8,589 $9,949 $3,573
Number of shares outstanding at end of
period (in thousands) ................... 6,201 4,349 5,253 5,056 5,333 7,840 8,852 8,103
Ratios to average net assets:
Net investment income ................... 2.89% 2.22% 3.64% 7.08% 7.87% 8.15% 8.77%
8.32%(4)
Expenses, before voluntary reimbursement
by the Manager ........................ 1.47% 1.34% 1.86% 2.00% 1.96% 1.96% 2.14% 3.05%(4)
Expenses, net of voluntary reimbursement
by the Manager ........................ N/A 1.13% .60% 1.91% N/A 1.62% .92% .74%(4)
</TABLE>
1. For the period from May 14, 1987 (commencement of operations) to December
31, 1987.
2. All numbers of shares and per share data have been restated to reflect a
10.51 for 1 stock split effective December 6, 1991.
3. On May 25, 1990, Oppenheimer Management Corporation became the investment
advisor to the Fund.
4. Annualized.
<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 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.
See "Yield Information" in the Statement of Additional Information for
additional 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 organized as a Delaware limited
partnership on March 5, 1987. The Fund is organized as a limited
partnership to permit the income earned by the Fund on its portfolio to
flow through to its foreign shareholders (who are limited partners)
without being subject to U.S. Federal income tax. 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 "Purchase,
Redemption and Pricing of Shares -- Determination of Net Asset Value Per
Share" in the Statement of Additional Information for further
information). The value of Fund shares is not insured or guaranteed by
any government agency. However, shares held in brokerage accounts may be
eligible for coverage by the Securities Investor Protection Corporation
for losses arising from the insolvency of the brokerage firm. 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. Prior to December
6, 1991, the Fund was a longer-term government securities fund that had
a fluctuating net asset value per share and an investment objective of
seeking high current income and safety of principal and had no
restrictions on the maturity of the securities in its portfolio. The
Fund's investment policies and practices are not "fundamental" policies
(as defined below) unless a particular policy is identified as
fundamental. The Managing General Partners may change non-fundamental
investment policies without shareholder approval.
Eligible Investors
The Fund is designed exclusively for investors who are not treated as U.S.
citizens or residents or as U.S. corporations, partnerships, trusts or
estates under the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code"). Shares of the Fund are offered only to such foreign
investors, who must provide certification of their foreign status to the
Fund on Form W-8 on purchasing their shares (see "How To Buy Shares").
Because of 1987 changes to the Internal Revenue Code, applicable to
publicly-traded limited partnerships such as the Fund, after December 31,
1997, the Fund will be treated as if it were a corporation for Federal
income tax purposes and its distributions will be treated as "dividends"
subject to withholding. See "Distributions and Taxes."
Investment Objective
The Fund's investment objective is to seek as high a level of current
income as is consistent with the preservation of capital and the
maintenance of liquidity. To produce income that is not subject to U.S.
Federal income tax withholding for its shareholders, the Fund invests in
U.S. Government Securities issued after July 18, 1984, in registered form.
In seeking its objective, as a matter of fundamental policy, the Fund may
invest only in obligations issued or guaranteed by the U.S. Government or
its agencies or instrumentalities ("U.S. Government Securities"), having
a maturity of, or having been called for redemption in, 397 days or less,
or in repurchase agreements (described below) under which such obligations
are purchased. The Fund intends to invest at least 75% of its assets in
U.S. Government Securities under normal market conditions. The securities
in which the Fund may invest may not yield as high a level of current
income as longer-term or lower-rated securities, which generally have less
liquidity and experience greater price fluctuation.
The Fund intends to exercise due care in the selection of its portfolio
securities. However, there is a risk that the issuers of the Fund's
portfolio securities might not be able to meet their duties and
obligations on interest or principal payments at the time called for by
the instrument. There is also the risk that because of a redemption
demand by shareholders of the Fund greater than anticipated by the
Manager, some of the Fund's portfolio might have to be liquidated prior
to maturity at prices less than the original cost, the face amount or
maturity value. Any of these risks, if encountered, could cause a
reduction in the net asset value of the Fund's shares.
- -- Interest Rate Changes. The values of the Fund's portfolio securities
will be affected by changes in interest rates, and will tend to rise when
interest rates fall and to fall when interest rates rise. Their value may
also be affected by changes in the market's perception of the
creditworthiness of the entity issuing or guaranteeing them or by changes
in government regulations and tax policies.
- -- Portfolio Turnover. The Fund does not intend to purchase or sell
securities for trading purposes because that activity may cause the Fund
to be deemed to be "engaged in a trade or business" in the United States
for U.S. Federal income tax purposes, which would affect the withholding
status of its distributions to foreign investors (See "Distributions and
Taxes," below). It is the intention of the Fund to purchase securities
and hold them until maturity to generate portfolio interest income, not
capital gains, and therefore the Fund normally does not intend to sell
securities prior to their scheduled maturities. However, the Fund may sell
securities prior to maturity for unanticipated liquidity purposes.
U.S. Government Securities
Securities issued or guaranteed by the U.S. Government include a variety
of U.S. Treasury securities that differ only in their interest rates,
maturities and dates of issuance. Treasury Bills have maturities of one
year or less, Treasury Notes have maturities of from one to ten years, and
Treasury Bonds generally have maturities of greater than ten years at the
date of issuance. U.S. Government agencies or instrumentalities which
issue or guarantee securities include, but are not limited to, the Federal
Housing Administration, Farmers Home Administration, Export-Import Bank
of the United States, Small Business Administration, Government National
Mortgage Association, General Services Administration, Central Bank for
Cooperatives, Federal Home Loan Bank, Federal Home Loan Mortgage
Corporation, Federal Intermediate Credit Bank, Federal Land Bank, Maritime
Administration, Tennessee Valley Authority, District of Columbia Armory
Board, Federal National Mortgage Association and the Student Loan
Marketing Association. The Fund will not invest in
securities issued by the Inter-American Development Bank, the Asian-
American Development Bank and the International Bank for Reconstruction
and Development or in pooled mortgages offered by the Federal Housing
Administration or Veterans Administration.
Obligations of some U.S. Government agencies and instrumentalities may
not be supported by the full faith and credit of the United States. Some
are backed by the right of the issuer to borrow from the U.S. Treasury;
others, such as the Federal National Mortgage Association, by
discretionary authority of the U.S. Government to purchase the agencies'
obligations; while still others, such as the Student Loan Marketing
Association, are supported only by the credit of the instrumentality. In
the case of securities not backed by the full faith and credit of the
United States, the Fund must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment, and may not be able
to assert a claim against the United States itself in the event the agency
or instrumentality does not meet its commitments.
Ratings of Securities
Under Rule 2a-7 of the Investment Company Act of 1940 (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 U.S. dollar-denominated securities
that the Fund's Managing General Partners have determined have minimal
credit risks 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 Rule 2a-7, 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 Managing General Partners
must approve or ratify the purchase of Eligible Securities that are
unrated (other than U.S. Government Securities) 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. The Fund's Managing General Partners have adopted procedures
under Rule 2a-7 pursuant to which they have delegated to the Manager their
responsibility of conforming the Fund's investments with the requirements
of Rule 2a-7 and those procedures.
The Statement of Additional Information contains additional
information on the rating categories of Rating Organizations. Ratings at
the time of purchase will determine whether securities may be acquired
under the above restrictions. Subsequent downgrades in ratings may
require reassessments of the credit risk presented by a security and may
require sale of that security. 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.
"When-Issued" and Delayed Delivery Transactions
The Fund may purchase securities on a "when-issued" basis and may
purchase or sell securities on a "delayed delivery" basis. These terms
refer to securities that have been created and for which a market exists,
but which are not available for immediate delivery. The Fund does not
intend to enter into such transactions for speculative purposes. During
the period between the purchase and settlement, no payment is made for the
security and no interest accrues to the buyer from the investment. There
may be a risk of loss to the Fund if the value of the security declines
prior to the settlement date.
Repurchase Agreements
Pending the investment of the proceeds of sales of its shares or
portfolio securities, or pending distributions to shareholders, or for
liquidity purposes based on reasonably-anticipated liquidity needs of the
Fund, or in times of extraordinary market uncertainty for defensive
purposes to preserve capital, the Fund may acquire U.S. Government
Securities subject to repurchase agreements. The repurchase agreement is
collateralized by the underlying security. The Fund's repurchase
agreements must 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 such
collateral, and any loss resulting from any delay in foreclosing on the
collateral. The Fund will not enter into repurchase transactions that
will cause more than 25% of the Fund's net assets to be subject to
repurchase agreements. The Fund will not enter into a repurchase
agreement which will cause more than 5% of its net assets to be subject
to repurchase agreements having a maturity beyond seven days. See
"Repurchase Agreements" in the Statement of Additional Information for
further details.
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: (a) invest in any security other than U.S. Government
Securities, mortgage-backed securities, and securities issued by private
entities unless the mortgage collateral underlying such securities is
insured, guaranteed, or otherwise backed by the U.S. Government or one or
more of its agencies or instrumentalities; (b) borrow money, except from
banks for temporary or emergency purposes in amounts not in excess of 5%
of the value of the Fund's total assets; no assets of the Fund may be
pledged, mortgaged or hypothecated other than to secure a borrowing, and
then in amounts not exceeding 7.5% of the Fund's total assets; borrowings
may not be made for investment leverage, but only for liquidity purposes
to satisfy redemption requests when liquidation of portfolio securities
is considered inconvenient or disadvantageous; however, the Fund may enter
into "when-issued" and "delayed delivery transactions"; (c) enter into a
repurchase transaction that will cause more than 25% of the Fund's total
assets to be subject to such agreements; (d) make loans, except that the
Fund may purchase or hold debt obligations permitted by its other
fundamental policies and may enter into repurchase transactions
collateralized by cash or U.S. Government Securities having a value equal
at all times to at least 100% of the value of the securities loaned,
including accrued interest; (e) purchase restricted or illiquid securities
(including repurchase agreements of more than seven days' duration and
other securities that are not readily marketable) if more than 5% of the
Fund's total assets would be invested in such securities; or (f) purchase
any securities (other than U.S. Government Securities) that would cause
more than 5% of the Fund's total assets to be invested in securities of
a single issuer, or purchase more than 10% of the outstanding voting
securities of an issuer. The percentage restrictions described above and
in the Statement of Additional Information apply only at the time of
investment and require no action by the Fund as a result of subsequent
changes in value of the investments or the size of the Fund. A
supplementary list of investment restrictions is contained in "Investment
Restrictions" in the Statement of Additional Information.
Management of The Fund
The Fund's Managing General Partners have overall responsibility
for the management of the Fund in accordance with the laws of Delaware
governing the responsibilities of general partners of limited
partnerships. The Managing General Partners function like a board of
directors and establish the Fund's policies and supervise and review its
management and operations pursuant to an Agreement of Limited Partnership,
summarized in "Additional Information," below, and reprinted in the
Statement of Additional Information. The Fund also has a corporate Non-
Managing General Partner that does not participate in the management of
the Fund, but which is obligated (together with the Managing General
Partners) to maintain an investment in the Fund equal to 1% of its assets.
Oppenheimer Partnership Holdings, Inc., the Non-Managing General Partner,
is a wholly-owned subsidiary of the Manager. "Managing General Partners
and Officers" in the Statement of Additional Information identifies the
Fund's Managing General Partners and officers and provides information
about them.
Subject to the authority of the Managing General Partners, the Manager
supervises the investment operations of the Fund and the composition of
its portfolio and furnishes 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. Under the Agreement, the Fund pays a monthly management fee to the
Manager computed on the aggregate net assets of the Fund each day at the
following annual rates: 0.45% of the first $500 million of net assets and
0.40% of net assets over $500 million. "Investment Management Services"
in the Statement of Additional Information contains more complete
information about the Agreement, including a description of exculpation
provisions, portfolio transactions, and Fund expenses.
The Manager has operated as an investment adviser since 1959. The
Manager (including a subsidiary) manages investment companies including
Oppenheimer Funds, with assets aggregating over $29 billion as of
December 31, 1994, and having more than 2.4 million shareholder accounts.
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
owned in part by senior management of the Manager and ultimately
controlled by Massachusetts Mutual Life Insurance Company, a mutual life
insurance company which also advises pension plans and investment
companies.
How To Buy Shares
As stated in "The Fund And Its Investment Policies," the Fund's shares
are offered only to foreign investors who are not treated as U.S. citizens
or residents or as U.S. corporations, partnerships, trusts or estates
under the Internal Revenue Code ("eligible foreign investors"). All
purchasers of the Fund's shares are required to become limited partners
of the Fund. (See "Admission of Limited Partners" in "Additional
Information," below.)
Shares of the Fund 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), but there is no
guarantee that the Fund will maintain a stable net asset value of $1.00
per share. Shares may be purchased through "Automatic Purchase and
Redemption Programs" or "Direct Purchases," described below. The Fund's
shares may be purchased through any dealer or broker which has a sales
agreement with the Fund's distributor, Centennial Asset Management
Corporation (the "Distributor"), a wholly-owned subsidiary of the Manager,
or with Oppenheimer Funds Distributor, Inc., also a wholly-owned
subsidiary of the Manager, which acts as the Sub-Distributor of the Fund's
shares pursuant to an agreement with the Distributor. Dealers and brokers
purchasing shares by phone should call the Distributor at 1-800-525-7041.
The Distributor may, in its sole discretion, accept or reject any order
to purchase the Fund's shares.
All checks for the payment of purchases of fund shares should be drawn
only on U.S. banks and must be payable in U.S. dollars. Subject to the
discretion of the Distributor, checks drawn on non-U.S. banks will not be
considered payment and shares will not be purchased for the investor's
account until U.S. dollars are collected (in Federal Funds) from the check
by the Fund. If there are collection charges on such checks, those
charges may be deducted from the purchase payment, thereby reducing the
number of shares purchased. No daily distributions will begin to accrue
for investors submitting such checks until the regular business day after
shares are purchased with Federal Funds in U.S. dollars collected on the
purchase check. (see "Distributions," below).
The minimum initial investment is $500 ($2,500 by Federal Funds
wires), except as otherwise described in this Prospectus. Subsequent
purchases must be in amounts of $25 or more and may be made through
authorized dealers or brokers or by forwarding payment to the Distributor
at P.O. Box 5143, Denver, Colorado, 80217 with the name(s) of all account
owners, the account number and the name of the 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, initial and subsequent
investments must be at least $25. No share certificates will be issued
for shares of the Fund 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, daily distributions 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 offering price (and net asset value) for its shares is
determined twice each regular business day at 12:00 Noon and at the close
of the New York Stock Exchange, which is normally 4:00 P.M. (all
references to time in this Prospectus mean New York time), but may be
earlier on some days, by dividing the value of the Fund's net assets by
the number of shares outstanding. The Fund's Managing General Partners
have established procedures for valuing the Fund's securities, using the
"amortized cost method" of valuation, as described in "Determination of
Net Asset Value Per Share" in the Statement of Additional Information.
Special Tax Considerations
Because the Fund is organized as a limited partnership based in the United
States and relies on certain provisions of the Internal Revenue Code in
operating in a manner designed to eliminate U.S. Federal income tax and
withholding on distributions of interest to shareholders, certain tax
factors about the Fund's operations, discussed more fully under "Tax
Considerations for Fund Investors," below, should be considered by
prospective investors before investing. All prospective investors must
furnish the Fund with a Certificate of Foreign Status on Form W-8,
included in this Prospectus, together with the Special Power of Attorney
and representations included in the Fund's Application. If the Fund does
not receive a Certificate of Foreign Status on Form W-8 for an investor,
the Fund must withhold U.S. Federal income tax from any distributions to
the shareholder to the extent that such distributions include income from
U.S. sources. By completing the Application, each prospective investor
is signing the Fund's Partnership Agreement and consenting to the
disclosure of the information contained in the Certificate of Foreign
Status (including the investor's name and address) to the Fund and, to the
extent required by the Internal Revenue Code, to the U.S. Internal Revenue
Service and to issuers of securities in which the Fund invests.
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 an
agreement with the Distributor for that purpose. Broker-dealers whose
clients participate in such Programs will invest the "free cash balances"
of such client's Program account in shares of the Fund if the Fund has
been selected as the primary fund by the client for the Program account.
Such purchases will be made by the broker-dealer under the procedures
described in "Guaranteed Payment," below. The Program may have minimum
investment requirements established by the broker-dealer. The description
of the Program provided by the broker-dealer should be consulted for
details, and all questions about investing in, exchanging or redeeming
shares of the Fund through a Program should be directed to the
broker-dealer.
Direct Purchases
A foreign investor who does not participate in a Program (a "direct
shareholder") may directly purchase shares of the Fund or may purchase
shares through any broker-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) by Federal Funds wire, as
described below, and must be accompanied by the Fund's Application
(enclosed with this Prospectus) and the investor's Certificate of Foreign
Status. 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 be effected on the regular business day on which
the check (and the Application, if the account is new) is accepted by the
Distributor. Distributions will begin to accrue on such shares the next
regular business day after the purchase order is accepted and Federal
Funds are available. For checks not drawn on a U.S. bank in U.S. dollars,
the shares will not be purchased until the Distributor is able to convert
the purchase payment to Federal Funds, and distributions will begin to
accrue on such shares on the next regular business day.
-- Payment by Federal Funds Wire Shares of the Fund may be purchased
by direct shareholders 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 (from within the U.S.) or 303-671-3200 (from
outside the U.S.) 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. 3737-5666, for further credit to Centennial America Fund, L.P.
(Custodian Account No. 846080). The wire must state the investor's name.
The investor must also send a completed Application and Form W-8 to the
Distributor in Denver, Colorado, when the purchase order is placed to
establish a new account. Distributions will begin to accrue on
newly-purchased shares on the purchase date if the Federal Funds and order
for the purchase are received and accepted by 12:00 Noon. Distributions
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.
-- Automatic Investment Plan Under an Automatic Investment Plan,
direct shareholders may make automatic monthly investments in the Fund
(minimum $25) by authorizing the Fund's Transfer Agent, as agent for the
Distributor, to debit the investor's account at a U.S. domestic bank,
savings and loan association or credit union. If a new account is being
established under the Plan, a check (minimum $25) for the initial
investment must accompany the Application. The authorized amount may be
changed or participation in the Plan 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 the net asset
value determined at 12:00 Noon that day if the broker-dealer guarantees
that payment for such shares in Federal Funds will be received by the
Fund's Custodian prior to 2:00 P.M. on the same day. Dividends on such
shares will begin to accrue on the purchase date. If an order is received
between 12:00 Noon and the close of the New York Stock Exchange (which is
normally 4:00 P.M.) on a regular business day with the broker-dealer's
guarantee that payment for such shares in Federal Funds will be received
by the Custodian prior to the close of the New York Stock Exchange the
next regular business day, the order will be effected at the close of the
New York Stock Exchange on the day the order is received, and dividends
on such shares will begin to accrue on the next regular business day the
Federal Funds are received by the required time. If the broker-dealer
guarantees that the Federal Funds payment will be received by the 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 New York Stock 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 sale of shares
will be suspended during any period when the determination of net asset
value is suspended, and may be suspended by the Managing General Partners
whenever they judge it in the best interest of the Fund to do so.
Service Plan
The Fund has 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 compensate
dealers, brokers, banks, or other institutions ("Recipients") each 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 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 Managing General Partners.
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 its
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 held in the Program by writing
checks as described below, or by contacting their dealer or broker. A
Program participant may also arrange for "Expedited Redemptions," as
described below, only through their 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 Procedures. A direct shareholder who wishes to
redeem some or all shares in an account (whether or not represented by
certificates) under the Fund's regular redemption procedures must send
the following to the Fund's transfer agent, Shareholder Services, Inc.,
(the "Transfer Agent") 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 foreign
bank having a U.S. correspondent bank or a U.S.-registered dealer and
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 if the redemption is requested by anyone other
than the shareholder(s) of record. Transfers of shares are subject to
similar requirements.
A signature guarantee is not required for redemptions of $50,000
or less, requested by and payable to all direct shareholders of record,
to be sent to the address of record for that account. To avoid delay in
redemption, direct shareholders having questions about these requirements
should contact the Transfer Agent in writing or by calling 1-800-525-9310
(from within the U.S.) or 303-671-3200 (from outside the U.S.) 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 records. 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, New York time, normally will be transmitted by the
Transfer Agent to the shareholder's designated U.S. 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 accrued interest 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 normally will be transmitted by the
Transfer Agent to the shareholder's designated U.S. bank account on the
next bank business day after the redemption. Shares redeemed between
12:00 noon and the close of the New York Stock Exchange earn accrued
interest on the redemption date but no interest is paid on the proceeds
of redeemed shares awaiting transmittal by wire. See "Purchase,
Redemption and Pricing of Shares" in the Statement of Additional
Information for further details.
-- Checkwriting Upon request, the Transfer Agent will provide any
direct shareholder or Program participant whose shares are not represented
by certificates with forms of drafts ("checks") payable through a bank
selected by the Fund (the "Bank"). Program participants must arrange for
checkwriting through their brokers or dealers. The Transfer Agent will
arrange for checks written by direct shareholders to be honored by the
Bank after obtaining a specimen signature card from the shareholder(s).
Shareholders of joint accounts may elect to have checks honored with a
single signature. 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. For Program participants, checks will be
drawn against the primary account designated by the Program participant.
If a check is presented for an amount greater than the account value, it
will not be honored. Shares purchased by check or Automatic Investment
Plan payments within the prior 10 days may not be redeemed by check
writing. A check presented to the Bank for payment that would require
redemption of some or all of the shares so purchased is subject to non-
payment. Checks may not be presented for 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.
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 procedures described above.
Telephone redemption privileges are not available for newly-purchased
(within the prior 15 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 Plans 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 three business days prior to the
date requested by the shareholder for receipt of the payment. The Fund
cannot guarantee receipt of the payment on the date requested and reserves
the right to amend, suspend or discontinue offering such plans at any time
without prior notice. For further details, refer to "Automatic
Withdrawal Plan Provisions" in the Statement of Additional
Information.
General Information About Redemptions
The redemption price will be the Fund's net asset value per share next
determined after the Transfer Agent's receipt of a redemption request in
proper form. Under certain circumstances, the Fund may involuntarily
redeem small accounts (valued at less than $1,000); for details, see
"Purchase, Redemption and Pricing of Shares" in the Statement of
Additional Information. Payment for redeemed shares is made ordinarily
in cash in U.S. dollars and forwarded within seven days of the Transfer
Agent's receipt of redemption instructions in proper form, except under
unusual circumstances as determined by the Securities and Exchange
Commission. 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 or more days from the purchase date. Such delay
may be avoided if the shareholder purchases shares by Federal Funds wire
or through a Program, or arranges telephone or written assurance
satisfactory to the Transfer Agent from the bank upon which the purchase
payment was drawn. Shares purchased by check or Automatic Investment Plan
payments within the prior 10 days may not be redeemed by checkwriting and
a check presented to the Bank for payment that would require the
redemption of some or all of the shares so purchased is subject to non-
payment. The Fund makes no charge for redemption. Dealers or brokers may
charge a fee for handling redemption transactions but such charge can be
avoided by requesting the redemption directly by the Fund through the
Transfer Agent. Under certain circumstances, the proceeds of a redemption
of Fund shares acquired by exchange of shares of "Eligible Funds"
(described below) purchased subject to a contingent deferred sales charge
("CDSC") may be subject to the CDSC (see "Exchange Privilege," below).
Exchanges of Shares
Exchange Privilege
Shares of the Fund held under Automatic Purchase and Redemption
Programs through brokers or dealers may be exchanged for shares of
Centennial Money Market Trust, Centennial Tax Exempt Trust and Centennial
Government Trust only by the broker's or dealer's instructions. Shares
of the Fund may be exchanged by direct shareholders for Class A shares of
the following funds, all collectively referred to as the "Eligible Funds":
(i) Oppenheimer Tax-Free Bond Fund, Oppenheimer Pennsylvania Tax-Exempt
Fund, Oppenheimer New York Tax-Exempt Fund, Oppenheimer California Tax-
Exempt Fund, Oppenheimer New Jersey Tax-Exempt Fund, Oppenheimer Mortgage
Income Fund, Oppenheimer U.S. Government Trust, Oppenheimer High Yield
Fund, Oppenheimer Champion High Yield Fund, Oppenheimer Global Emerging
Growth Fund, Oppenheimer Global Growth & Income Fund, Oppenheimer Global
Fund, Oppenheimer Fund, Oppenheimer Time Fund, Oppenheimer Growth Fund,
Oppenheimer Target Fund, Oppenheimer Main Street California Tax-Exempt
Fund, Oppenheimer Main Street Income & Growth Fund, Oppenheimer Insured
Tax-Exempt Bond Fund, Oppenheimer Intermediate Tax-Exempt Bond Fund,
Oppenheimer Total Return Fund, Inc., Oppenheimer Asset Allocation Fund,
Oppenheimer Discovery Fund, Oppenheimer Limited-Term Government Fund,
Oppenheimer Equity Income Fund, Oppenheimer Gold & Special Minerals Fund,
Oppenheimer Investment Grade Bond Fund, Oppenheimer Value Stock Fund,
Oppenheimer Strategic Income Fund, Oppenheimer Strategic Investment Grade
Bond Fund, Oppenheimer Strategic Short-Term Income Fund and Oppenheimer
Strategic Income & Growth Fund; (ii) the following "Money Market Funds":
Centennial New York Tax Exempt Trust, Centennial California Tax Exempt
Trust, Centennial Money Market Trust, Centennial Government Trust and
Centennial Tax Exempt Trust (collectively referred to as the "Centennial
Funds"), Oppenheimer Money Market Fund, Inc., Daily Cash Accumulation
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 may be exchanged for shares of the other
Eligible Funds 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 or other jurisdiction 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 all other shares at least one day prior to the
exchange; (4) the aggregate net asset value of the shares surrendered for
exchange is at least equal to the minimum investment requirements of the
fund whose shares are to be acquired; and (5) the investor is eligible to
purchase shares of the fund to be acquired. Shares of the Fund may be
acquired by exchange of shares of other Eligible Funds only if the
shareholder is an "eligible foreign investor," as described above under
"How To Buy Shares" and submits a Form W-8 and Fund Application with the
exchange instructions.
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 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 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 exchange
requests submitted in bulk on behalf of 10 or more accounts. Exchange
requests are effected at the net asset value next determined on a regular
business day following the Transfer Agent's receipt of the request. 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
and Automatic Withdrawal Plans 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 any
telephone instructions it reasonably believes 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 investment objectives and policies that
differ from those of the Fund, are not designed solely for foreign
investors, and therefore are not subject to the same tax considerations
as the Fund and their dividends and distributions paid to foreign
shareholders may be subject to withholding of U.S. Federal income tax.
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 fund account
into which the exchange is made to defray administrative expenses.
Dealers or brokers who process exchange orders on behalf of customers may
charge for their services. Those charges may be avoided by requesting the
Fund directly to exchange shares. For tax purposes, an exchange is
treated as a redemption and purchase of shares.
Distributions And Taxes
The discussion below relates principally to U.S. Federal income tax
laws. Distributions may be subject to state and local taxation and
taxation under the laws of foreign countries. The value of Fund shares
owned directly by a non-U.S. citizen may be subject to U.S. (and possibly
state) estate taxes upon such investor's death, subject to certain
exemptions and to the terms of any applicable tax treaty between the U.S.
and the investor's country of residence. The tax consequences of
investing in the Fund will depend upon the jurisdiction in which the
investor is subject to taxation. The discussion below assumes a
shareholder of the Fund generally is not subject to U.S. tax or
withholding with respect to other income or activities unrelated to an
investment in the Fund; otherwise, the discussion below may not apply.
Distributions from the Fund will not be eligible for the dividends-
received deduction for corporations under the Internal Revenue Code.
Shareholders should consult a qualified tax advisor since the discussion
below is only a summary and is not exhaustive.
Distributions
The Fund intends to declare daily distributions of all of its net
investment income, as defined below, each regular business day, and to pay
such distributions monthly, on a date set by the Managing General
Partners, which will normally be the third Thursday of each month. Such
distributions will be payable to shareholders as set forth in "How To Buy
Shares," above. If a shareholder redeems all shares at any time during
a month, the redemption proceeds include distributions accrued up to the
redemption date. Such redemption proceeds will include all distributions
accrued up to the redemption date for shares redeemed prior to 12:00 noon,
and include all distributions accrued through the redemption date for
shares redeemed between 12:00 noon and the close of the New York Stock
Exchange, which is normally 4:00 P.M.
All distributions for the accounts of Program participants are
automatically reinvested in additional shares of the Fund. Distributions
accumulated since the prior payment will be reinvested on the payment date
in full and fractional shares of the Fund at net asset value. Such
investors may receive cash payments by asking the broker to redeem shares.
Participants in Programs will receive account statements directly from
their dealers reflecting any account activity. 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 distributions on such
shares only up to and including the date of such payment. Distributions
on such shares accruing between the date of payment and the date such
shares are redeemed by the Fund will be paid to the broker-dealer. It is
anticipated that such payments will occur only to satisfy debit balances
arising in a shareholder's account under a Program.
Distributions payable to direct shareholders of the Fund will also
be automatically reinvested in shares of the Fund at net asset value on
the payment date, unless the shareholder asks the Transfer Agent in
writing to pay distributions in cash or to reinvest them in another
Eligible Fund, as described in "Reinvestment of Distributions in Another
Fund" in the Statement of Additional Information. The minimum initial and
subsequent purchase requirements are waived as to such purchases.
Distributions and the proceeds of redemptions of Fund shares represented
by checks returned to the Fund by the Postal Service as undeliverable will
be reinvested in shares of the Fund, as promptly as possible after the
return of such checks to the Transfer Agent to enable the investor to earn
a return on otherwise idle funds.
The Fund's net investment income for distribution purposes consists of
all interest accrued on portfolio assets, less all expenses of the Fund
for such period. Accrued market discount is included in interest income;
amortized market premium is treated as an expense. Although distributions
from net realized gains on securities, if any, will be paid at least once
each year, and may be made more frequently, the Fund does not expect to
realize long-term capital gains and therefore does not contemplate payment
of any capital gains distribution. Distributions from net realized gains
will be distributed unless the Fund's capital loss carry forwards, if any,
have been used or have expired. To effect its policy of maintaining a net
asset value of $1.00 per share, the Fund, under certain circumstances, may
withhold distributions or make distributions from capital or capital
gains.
Because shareholders are limited partners of the Fund, consistent with
the Fund's Partnership Agreement, each shareholder will be allocated a
proportionate share of any net income and realized gains (or losses) for
U.S. Federal income tax purposes even if not distributed. Allocations of
items of income, gain, loss, deduction and credit of the Fund for U.S.
Federal income tax purposes are made in a manner intended to reflect each
shareholder's respective interest in the Fund. While there can be no
assurance that the tax allocations made by the Fund will be respected by
the United States Internal Revenue Service (the "IRS"), the allocations
are made in a manner intended to approximate the economic experience of
each shareholder, as a limited partner, with respect to such shareholder's
investment in the Fund. After each calendar year, the Fund is required
to send shareholders (regardless of whether they are or are not U.S.
taxpayers) and to file with the IRS a U.S. Federal tax form (Form 1065,
Schedule K-1) which identifies their share of net income, gains and losses
for the taxable year. The Fund will also file an annual information
return with the IRS with respect to each non-U.S. shareholder (which
includes, as an attachment, the Form W-8 furnished by the shareholder)
indicating, if applicable, that no amount was withheld with respect to
income allocated to such shareholder that qualified for the "portfolio
interest" exemption or any other applicable exemption under the Internal
Revenue Code. The Fund may be required to send shareholders additional
forms under certain circumstances, for example Form 1042S. Shareholders
should consult their tax advisors regarding any tax forms received from
the Fund.
Tax Status of the Fund
The Fund intends to comply with the provisions of the Internal Revenue
Code applicable to limited partnerships, and has obtained a ruling from
the IRS that the Fund will be classified as a partnership and that its
general and limited partners will be treated as partners for Federal
income tax purposes. The Revenue Act of 1987 (the "Act"), which was
enacted into law on December 22, 1987, after the Fund had received its
ruling, provides that so-called "publicly traded partnerships" shall
generally be characterized as corporations rather than as partnerships for
Federal income tax purposes. It would appear that the Fund would be
characterized as a corporation under the Act. However, because the Fund
was in existence on December 17, 1987, under special "grandfathering"
provisions of the Act, it should qualify as an "existing partnership" for
purposes of the Act. Accordingly, as an "existing partnership," the Fund
would not be classified as a corporation until January 1, 1998. (See the
discussion below regarding the consequences to the Fund and its investors
after December 31, 1997, once the Fund is characterized as a corporation
pursuant to the Act.)
As a limited partnership, the Fund is not subject to U.S. Federal
income tax, and the character of any income earned or capital gains
realized by the Fund flows through directly to its shareholders.
Shareholders of funds generally are liable for payment of taxes on their
allocated share of fund income and realized capital gains. However, to
the extent the Fund earns "portfolio interest" income, qualifying foreign
investors who are not subject to payment or withholding of U.S. tax on
these types of income are likewise not subject to payment or withholding
of U.S. tax on their allocated share of these types of income from the
Fund, subject to the conditions stated below.
Although a ruling from the IRS has been obtained, foreign investors
should note that the IRS or the U.S. courts may ultimately determine that
the Fund should be characterized at all times for U.S. Federal income tax
purposes as an association taxable as a corporation, rather than as a
partnership. Moreover, application of the "publicly-traded partnership"
provisions of the Internal Revenue Code will result in the Fund being
characterized as a corporation for Federal income tax purposes after
December 31, 1997. Characterization of the Fund as an association taxable
as a corporation for U.S. Federal income tax purposes will result in the
imposition of both a U.S. Federal corporate income tax on earnings of the
Fund and the imposition of U.S. Federal income tax and withholding on
distributions to the limited partners of the Fund because such
distributions would be characterized as "dividends" subject to withholding
tax rather than as interest income eligible for the "portfolio interest"
exemption and capital gains.
Tax Considerations for Fund Investors
A foreign investor (i.e., an investor other than a U.S. citizen or
resident or a U.S. corporation, partnership, estate or trust) who is
engaged in a trade or business in the United States will be subject to
U.S. Federal income tax on any ordinary income and capital gains at the
same rates applicable to U.S. persons on the foreign investor's allocable
share of ordinary income and capital gains realized by the Fund to the
extent such income and gains are deemed to be effectively connected with
the conduct of such foreign investor's trade or business and U.S. taxation
of such income and gains is not avoided under the terms of an applicable
U.S. income tax treaty. For this purpose, foreign
investors will be deemed to be engaged in a trade or business in the U.S.
and will be subject to U.S. Federal income tax on their allocable share
of the Fund's net income and capital gains if the Fund were deemed to
be engaged in a trade or business in the U.S. If the Fund were deemed to
be engaged in a trade or business in the U.S., it would also be required
to withhold U.S. Federal income tax at the maximum rate applicable to the
investor on income earned. The Fund has obtained an opinion of counsel
to the effect that neither the Fund nor its investors, solely by virtue
of their investment in the Fund, should be deemed to be engaged in a trade
or business in the United States if the Fund adheres to its stated
investment objective, policies and restrictions and to certain guidelines
concerning its investment activities. The Fund intends to comply with
those restrictions and guidelines. Consequently, any foreign investor in
the Fund should not be deemed to be engaged in a trade or business in the
United States solely by virtue of an investment in the Fund. Although the
Fund and its tax counsel rendering such opinion believe that their
position is fully supported by applicable law, there can be no assurance
that the IRS or a court of law would not take a contrary position. If the
Fund is deemed to be engaged in a U.S. trade or business by a court of
law, then its portfolio interest would be subject to U.S. Federal income
tax and the Fund would be obligated to withhold tax on all income
allocated to shareholders.
Assuming that a foreign investor purchasing Fund shares is not engaged
in a trade or business in the United States, such investor's share of
ordinary income realized by the Fund will not be subject to U.S. Federal
income tax (including withholding of such taxes), if (i) the ordinary
income consists of interest income which qualifies for the "portfolio
interest" exemption under Sections 871(h) and 881(c) of the Internal
Revenue Code, (ii) the foreign investor has furnished a valid and
effective IRS Form W-8 (or substitute form) to the Fund, (iii) the Fund
has no actual knowledge that the investor is, in fact, a U.S. person, and
(iv) the investor properly certifies, if so required, that the beneficial
owner of such investment is not (a) a "10-percent shareholder" (as defined
in Section 871(h)(3) of the Code) of the issuer of the security held by
the Fund which generates the interest income, (b) a controlled foreign
corporation related to such issuer, or (c) a bank deemed to be receiving
such interest (other than interest on an obligation of the United States)
on an extension of credit made pursuant to a loan agreement entered into
in the ordinary course of its trade or business. The Fund has been
advised that interest income will qualify for the "portfolio interest"
exemption if it is paid with respect to a publicly-offered, registered
debt obligation issued after July 18, 1984, with respect to which the
Fund, which would otherwise be required to withhold U.S. Federal income
tax from such interest under Sections 1441 or 1442 of the Internal Revenue
Code, has received a valid and effective statement (such as that contained
in the Application and Form W-8) that the beneficial owner of the
obligation is not a U.S. person. It should be noted that interest income
received by the Fund on certain short-term investments may not qualify for
the "portfolio interest" exemption. Accordingly, the portion of such
interest allocable to foreign shareholders would be subject to U.S.
Federal income tax (including withholding taxes) during the calendar year
such interest is received by the Fund.
A non-U.S. investor who is not "engaged in a trade or business" in the
United States for purposes of the Internal Revenue Code generally will not
be subject to U.S. Federal income tax (or withholding) on that investor's
allocated share of net short-term or long-term capital gains realized by
the Fund, provided that, in the case of an investor who is a person, the
investor is not physically present in the U.S. for 183 or more days during
the year or for such other period as would cause the investor to be
treated as a U.S. resident under the Internal Revenue Code. Proceeds of
redemption of Fund shares also will not be subject to U.S. tax if they
constitute non-U.S. source
income by virtue of the investor's non-U.S. status. However, even if the
proceeds of share redemptions are not subject to U.S. tax under such
rules, the Fund nevertheless may be required to withhold on the portion
of such proceeds that represents the investor's allocable share of income
or gains of the Fund that would otherwise be subject to withholding.
Foreign investors who do not furnish a valid and effective Form W-8 or
otherwise properly certify, if required by U.S. Federal tax laws, that
such investor is not a "10 percent shareholder" or a controlled foreign
corporation of the issuer, may be subject to U.S. withholding taxes on
their allocated shares of all income realized by the Fund (regardless of
its source). Foreign shareholders are required to furnish a Form W-8
every three calendar years. As previously discussed, regardless of
whether a valid and effective Form W-8 is furnished, foreign shareholders
may be subject to U.S. withholding taxes on their allocated shares of
income realized by the Fund from sources other than "portfolio interest"
income and net realized capital gains unless such withholding taxes are
reduced or eliminated under the terms of an applicable U.S. income tax
treaty and the investor complies with all procedures for claiming the
benefits of such a treaty. It is the intention of the Fund to withhold
amounts required by the Internal Revenue Code with respect to
nonqualifying income and/or nonqualifying investors.
Additional Information
Summary of the Partnership Agreement
The Fund is a limited partnership that issues shares of limited
partnership interests that are of one class. As a limited partnership,
the Fund is not required to hold annual meetings and does not intend to
do so. The Fund will, however, hold meetings of partners for purposes
such as changing fundamental investment policies, approving an investment
advisory agreement or a distribution plan and, at the request of investors
owning 10% or more of the shares of the Fund, replacing its general
partners. All shares of the Fund are of one class, have one vote and,
when issued, are fully paid, nonassessable and redeemable. All shares of
the Fund have equal voting, dividend and liquidation rights but have no
subscription, preemptive or conversion rights. There is no cumulative
voting. The full text of the Partnership Agreement of the Fund is set
forth in the Statement of Additional Information. The following
statements summarize and explain certain provisions of the Partnership
Agreement and are qualified in their entirety by the terms of the
Partnership Agreement.
- -- Voting Rights of Partners. The Fund's limited partners have the
voting, approval, consent or similar rights required under the Investment
Company Act for voting security holders. Limited partners of the Fund
have the exclusive right to vote on matters affecting the Fund as set
forth in the Partnership Agreement. A meeting of the limited partners may
be called by the Managing General Partners or by limited partners holding
10% or more of the outstanding shares. Limited partners on the record
date of a meeting will be entitled to vote at that meeting if they are
admitted as limited partners prior to the meeting date. Under the
Partnership Agreement, any Managing General Partner may be removed by the
vote of two thirds of the outstanding shares of the Fund.
- -- General Partners. The general partners of the Fund consist of a number
of individuals, referred to as Managing General Partners, and one
corporate general partner, referred to as the Non-Managing General Partner
(together, the "General Partners"). The Managing General Partners have
complete and exclusive control over the management, conduct and operation
of the Fund's business. The General Partners are elected for an
indefinite term by shareholders of the Fund.
The Partnership Agreement provides that the General Partners are not
personally liable to any investor in the Fund for the repayment of any
amounts standing in the account of such investor, except by reason of
their willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of their office. The
Partnership Agreement also provides that the General Partners will not be
liable to any investor by reason of any failure to withhold income tax
with respect to distributions of income or any change in any Federal or
state tax laws or in the interpretation of such laws as they apply to the
Fund or its investors so long as the General Partners have acted in good
faith and in a manner reasonably believed to be in the best interests of
the investors. The General Partners generally are entitled to
indemnification from the Fund against liabilities and expenses to which
they may become subject in their capacity as General Partners of the Fund,
provided they have acted in good faith and for a purpose which they
reasonably believed to be in the best interests of the Fund or its
investors. Such indemnification by the Fund is limited to the assets of
the Fund.
- -- Liability of Limited Partners. Generally, limited partners are not
personally liable for obligations of a partnership unless they participate
in the control of the partnership's business. Under the terms of the
Partnership Agreement, the Fund's limited partners do not have the right
to participate in the control of the Fund's business, but they may
exercise the right to vote on matters affecting the basic structure of
the Fund, including matters requiring investor approval under the
Investment Company Act.
Under Delaware law, the liability of each limited partner (in his or
her capacity as a limited partner) for the losses, debts and obligations
of a Fund is generally limited to that partner's capital contribution
(which is the price of their shares net of all sales charges) and his or
her share of any undistributed income or assets of the Fund. Limited
partners may, however, under certain circumstances, be required to return
amounts previously distributed to them for the benefit of the Fund's
creditors. The Fund intends to include in its contracts a provision
limiting the claims of creditors to the Fund's assets and may carry
insurance in such amounts as the Managing General Partners, in their
judgment, consider reasonable to cover potential liabilities of the Fund.
In addition, the Partnership Agreement for the Fund provides for
indemnification out of the Fund's property for any shareholder held
personally liable for any obligation of the Fund. The Partnership
Agreement also provides that the Fund shall, upon request, assume the
defense of any claim made against any shareholder for any act or
obligation of the Fund and satisfy any judgment thereon. Thus, the risk
of a shareholder incurring financial loss on account of his or her
liability as a limited partner is limited to circumstances in which the
Fund itself would be unable to meet its obligations. The Manager believes
that, in view of the above and in view of the character of the operations
of the Fund as an investment company, the risk of personal liability to
shareholders is extremely remote. The foregoing provisions do not apply
to any liability of the Fund arising out of any liability of a limited
partner for withholding tax on his or her shares, whether due to improper
certification of tax status or otherwise.
- -- Admission of Limited Partners. In order to be admitted as a limited
partner, a purchaser of shares is required to complete a partnership
subscription agreement in the Fund Application included with this
prospectus, including a special power of attorney, in the form set forth
in the Application.
Admission of a purchaser as a limited partner also requires the consent
of the Managing General Partners. The Managing General Partners of the
Fund, while recognizing that they have the right to withhold their
consent, have stated that they intend to give such consent as a matter of
course to eligible investors.
- -- Prohibition of Assignment or Transfer of Shares. Limited partners of
the Fund do not have the right to voluntarily transfer or assign their
shares to any other person other than to secure a loan. In the event that
a person who is holding shares as collateral forecloses on such
collateral, such person shall not have the right to be substituted as a
limited partner but shall have the right (upon presentation of
satisfactory evidence to the Managing General Partners of the right to
succeed to the interests of the limited partner): (1) to redeem the shares
and (2) to receive distributions with respect to such shares. Under
limited circumstances, a successor in interest of a limited partner shall
have the right to be substituted as a limited partner.
- -- Term of Existence - Dissolution. The Fund will continue until
December 31, 2037, but shall be dissolved before that date if and when:
(1) the shareholders of the Fund approve the prior dissolution of the
Fund; (2) the Fund disposes of all of its assets; or (3) a General Partner
withdraws and the remaining General Partners do not elect to continue the
operations of the Partnership; or (4) there are no remaining General
Partners (unless the shareholders agree by unanimous vote to continue the
Fund in circumstances where the last remaining General Partner was not
removed by them, and new General Partners are promptly elected by the
shareholders).
Except by requiring the Fund to redeem outstanding shares as described
under "How To Redeem Shares," limited partners have no right to the return
of any part of their contributions to the Fund until dissolution of the
Fund. Distributions by the Fund, whether upon redemption, dissolution or
otherwise, will be in proportion to the number of outstanding shares held
without regard to the dollar amount contributed to the Fund or the amount
of any profits of the Fund received.
-- Other Provisions. The Partnership Agreement also provides for the
pricing, purchase and redemption of shares of the Fund as described in
this Prospectus, as well as procedures relating to the giving of notices,
the calling of meetings and solicitation of shareholder consents. In
addition, the Partnership Agreement contains provisions relating to the
maintenance of books and records by the Fund, the accounting procedures
to be followed by the Fund, the allocation for U.S. Federal income tax
purposes of items of income, gain, loss, deduction and credit, and the
procedures by which amendments to the Partnership Agreement may be
effected. Limited partners have the right to obtain current copies of the
Partnership Agreement and certain other records of the Fund. The records
of the Fund, although available to limited partners upon request and to
certain other persons in connection with Fund business, are not matters
of public record. See "Additional Information" in the Statement of
Additional Information for further details.
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.
Shareholder Services, Inc., a subsidiary of the Manager, acts as transfer
agent and shareholder servicing agent on an at-cost basis for the Fund and
certain other open-end funds advised by the Manager, and as transfer agent
for certain other funds managed by persons unaffiliated with the Manager.
Shareholder inquiries should be directed to the Transfer Agent at the
address or either of the phone numbers shown on the back cover of this
Prospectus.
<PAGE>
No dealer, broker, salesperson or any other person has been authorized
to give any information or to make any representations other than those
contained in this Prospectus or 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, Oppenheimer Management
Corporation, Centennial Asset Management Corporation, Oppenheimer Funds
Distributor, Inc. 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 an offer in such state.
Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203
Distributor
Centennial Asset Management Corporation
3410 South Galena Street
Denver, Colorado 80231
Sub-Distributor
Oppenheimer Funds Distributor, Inc.
P.O. Box 5254
Denver, Colorado 80217
Transfer Agent and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217-5143
1-800-525-9310 (from within the U.S.)
303-671-3200 (from outside the U.S.)
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.
1600 Broadway-Suite 1850
Denver, Colorado 80202
<PAGE>
PROSPECTUS
CENTENNIAL AMERICA FUND, L.P.
Effective April 17, 1995.
1995 PROSPECTUS
and NEW ACCOUNT APPLICATION
CENTENNIAL AMERICA FUND, L.P.
Effective April 17, 1995.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
CENTENNIAL AMERICA FUND, L.P.
3410 South Galena Street, Denver, Colorado 80231
1-800-525-9310 (from within the U.S.)
303-671-3200 (From Outside the U.S.)
This Statement of Additional Information is not a Prospectus. It
should be read together with the Prospectus (the "Prospectus") dated April
17, 1995, of Centennial America Fund, L.P. (the "Fund") which may be
obtained by written request to Shareholder Services, Inc. (the "Transfer
Agent"), P.O. Box 5143, Denver, Colorado 80217 or by calling the toll-free
number shown above if from within the U.S. or 303-671-3200 if from outside
the U.S.
TABLE OF CONTENTS
Page
Investment Objective and Policies. . . . . . . . . . . . . 2
Investment Restrictions. . . . . . . . . . . . . . . . . . 3
Managing General Partners and Officers . . . . . . . . . . 4
Investment Management Services . . . . . . . . . . . . . . 7
Purchase, Redemption and Pricing of Shares . . . . . . . . 9
Service Plan . . . . . . . . . . . . . . . . . . . . . . . 11
Yield Information. . . . . . . . . . . . . . . . . . . . . 12
Additional Information . . . . . . . . . . . . . . . . . . 13
Automatic Withdrawal Plan Provisions . . . . . . . . . . . 14
Independent Auditors' Report . . . . . . . . . . . . . . . 16
Financial Statements . . . . . . . . . . . . . . . . . . . 17
Appendix A (Description of Securities Ratings). . . . . A-1
Appendix B (Industry Classification). . . . . . . . . . B-1
Appendix C (Agreement of Limited Partnership) . . . . . C-1
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. Set forth below is supplemental information about those
policies. Certain capitalized terms used in this Statement of Additional
Information are defined in the Prospectus.
U.S. Government Securities. Obligations of certain U.S. Government
agencies and instrumentalities may or may not be guaranteed or supported
by the full faith and credit of the United States. Some obligations are
backed only by the right of the issuer to borrow from the U.S. Treasury;
others, by discretionary authority of the U.S. Government to purchase the
agencies' obligations; while others are supported only by the credit of
the instrumentality. All U.S. Treasury obligations are backed by the full
faith and credit of the United States. In the case of the securities not
backed by the full faith and credit of the United States, the Fund must
look to the agency issuing or guaranteeing the obligation for repayment
and may not be able to assert a claim against the United States if the
agency does not meet its commitment. The Fund will invest in U.S.
Government Securities (as defined in the Prospectus) of such agencies and
instrumentalities only when the Manager is satisfied that the credit risk
with respect to such instrumentality is minimal and that the security is
an Eligible Security.
General changes in prevailing interest rates will affect the values
of the Fund's portfolio securities. The value will vary inversely to
changes in such rates. For example, if such rates go up after a security
is purchased, the value of the security will generally decline. The
execution cost for U.S. Government Securities is substantially less than
for equivalent dollar values of equity securities (see "Portfolio
Transactions," below).
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 Managing General Partners may have to
reassess the security's credit risk. If a security has ceased to be a
"First Tier Security," the Fund's investment manager, Oppenheimer
Management Corporation (the "Manager"), will promptly reassess whether the
security continues to present "minimal credit risk". If the Manager
becomes aware that any Rating Organization has downgraded its rating of
a Second Tier Security or rated an unrated security below its second
highest rating category, the Fund's Managing General Partners shall
promptly reassess whether the security presents minimal credit risk and
whether it is in the best interests of the Fund to dispose of it; but if
the Fund disposes of the security within 5 days of the Manager learning
of the downgrade, the Manager will provide the Managing General Partners
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 Managing General Partners 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
Securities and Exchange Commission 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 rating categories of those Rating
Organizations is contained in Appendix A.
Repurchase Agreements. In a repurchase transaction, at the time the Fund
acquires a U.S. Government Security, it simultaneously resells it to an
approved vendor (a U.S. commercial bank, U.S. branch of a foreign bank or
a broker-dealer which has been designated a primary dealer in government
securities, which must meet the credit requirements set by the Fund's
Managing General Partners from time to time) for delivery on an agreed-
upon future date. The sale 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 of 1940
(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 collateral's value must equal or
exceed the repurchase price to fully collateralize the repayment
obligation. Additionally, the Manager will continuously monitor the
collateral's value and will impose creditworthiness requirements to
confirm that the vendor is financially sound.
INVESTMENT RESTRICTIONS
The Fund's significant investment restrictions are described in the
Prospectus. The following investment restrictions are also fundamental
policies of the Fund and, together with the fundamental policies and
investment objective described in the Prospectus, cannot be changed
without the vote of a "majority" of the Fund's outstanding voting shares.
The Investment Company Act defines such a "majority" vote as the vote of
the holders of the lesser of: (i) 67% or more of the shares present or
represented by proxy at such meeting, if the holders of more than 50% of
the outstanding shares are present, or (ii) more than 50% of the
outstanding shares.
Under these additional restrictions, the Fund cannot: (1) purchase
or sell real estate, commodities or commodity contracts, although it may
purchase and sell marketable securities that are secured by real estate
and marketable securities of companies that invest or deal in real estate;
the Fund will not invest in U.S. real property interests within the
meaning of Section 897 of the Internal Revenue Code; (2) invest in
interests in oil, gas, or other mineral exploration or development
programs; (3) purchase securities on margin or make short sales of
securities; (4) underwrite securities except to the extent the Fund may
be deemed to be an underwriter in connection with the sale of securities
held in its portfolio; provided that the Fund may acquire securities
representing interests in a unit investment trust in connection with the
sale of shares of the Fund if, as a result of such acquisition, the Fund
holds not more than 3% of the outstanding voting securities of such unit
investment trust; (5) invest in securities of other investment companies,
except as they may be acquired as part of a merger, consolidation or other
acquisition; (6) write, purchase or sell puts, calls or combinations
thereof, or purchase or sell interest rate futures contracts or related
options or otherwise enter into hedging transactions with respect to the
Fund's securities; (7) make investments for the purpose of exercising
control of management; (8) purchase or retain securities of any company
if, to the knowledge of the Fund, its officers and Managing General
Partners and officers and directors of the Manager who individually own
more than 0.5% of the securities of such company together own beneficially
more than 5% of such securities; (9) make investments for the purpose of
exercising control of management; (10) invest in any warrants related to
common stock; (11) invest more than 25% of its assets in a single industry
(neither the U.S. Government nor any of its agencies or instrumentalities
are considered an industry for the purposes of this restriction); or (12)
issue any class of senior security (as defined in the Investment Company
Act) or sell any senior security of which the Fund is the issuer, except
as provided in its fundamental policy on borrowing (in "Investment
Restrictions" in the Prospectus) or as provided in the Investment Company
Act.
For purposes of the Fund's policy not to concentrate described under
investment restrictions number 11 in the Statement of Additional
Information, the Fund has adopted the industry classifications set forth
in Appendix B to this Statement of Additional Information.
MANAGING GENERAL PARTNERS AND OFFICERS
The Fund's Managing General Partners and officers and their principal
business affiliations and occupations during the past five years are
listed below. All of the Managing General Partners are also trustees or
directors of Daily Cash Accumulation Fund, Inc., Centennial Money Market
Trust, Centennial Tax Exempt Trust, Centennial Government Trust,
Centennial New York Tax Exempt Trust, Centennial California Tax Exempt
Trust (the "Centennial Funds"), Oppenheimer Total Return Fund, Inc.,
Oppenheimer Equity Income Fund, Oppenheimer Cash Reserves, Oppenheimer
High Yield Fund, Oppenheimer Strategic Funds Trust, Oppenheimer Strategic
Investment Grade Bond Fund, Oppenheimer Strategic Short-Term Income Fund,
Oppenheimer Strategic Income & Growth Fund, Oppenheimer Limited-Term
Government Fund, Oppenheimer Money Market Fund, Inc., The New York Tax-
Exempt Income Fund, Inc., Oppenheimer Variable Account Funds, Oppenheimer
Champion High Yield Fund, Oppenheimer Integrity Funds, Oppenheimer Tax-
Exempt Bond Fund and Oppenheimer Main Street Funds, Inc. (together with
the Centennial Funds, the "Denver OppenheimerFunds"). Mr. Fossel is
President and Mr. Swain is Chairman of the Denver OppenheimerFunds. All
of the officers except Ms. Warmack, Ms. Wolf and Mr. Zimmer hold similar
positions as officers of all the Denver OppenheimerFunds. As of March 29,
1995, the Managing General Partners and officers of the Fund as a group
owned of record or beneficially less than 1% of its 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
plan two of the officers listed below, Messrs. Fossel and Donohue, are
trustees) other than the shares beneficially owned under that plan by the
officers of the Fund listed above.
ROBERT G. AVIS, Managing General Partner; Age 63.*
One North Jefferson Ave., St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset
Management and A.G. Edwards Trust Company (its affiliated investment
adviser and trust company, respectively).
WILLIAM A. BAKER, Managing General Partner; Age 80.
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.
CHARLES CONRAD, JR., Managing General Partner; 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, Managing General Partner and President, Age 53.*
Two World Trade Center, New York, New York 10048-0203
Chairman, Chief Executive Officer and a director of the Manager;
President and director of Oppenheimer Acquisition Corp. ("OAC"), the
Manager's parent holding company; President and a director of
HarbourView Asset Management Corporation, a subsidiary of the Manager
("HarbourView"); a director of Shareholder Services, Inc. ("SSI") and
Shareholder Financial Services, Inc. ("SFSI"), transfer agent
subsidiaries of the Manager; formerly President of the Manager.
RAYMOND J. KALINOWSKI, Managing General Partner; Age 65.
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International Inc.; formerly Vice
Chairman and a director of A.G. Edwards, Inc., parent holding company
of A.G. Edwards & Sons, Inc. (a broker-dealer), of which he was a
Senior Vice President.
C. HOWARD KAST, Managing General Partner; Age 73.
2552 East Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting
firm).
ROBERT M. KIRCHNER, Managing General Partner; Age 73.
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
NED M. STEEL, Managing General Partner; Age 79
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, Chairman and Managing General Partner, Age 61.*
3410 South Galena Street, Denver, Colorado 80231
Vice Chairman and a Director of the Manager; President and a Director
of Centennial Asset Management Corporation, an investment adviser
subsidiary of the Manager ("Centennial"); formerly Chairman of the
Board of SSI.
DOROTHY G. WARMACK, Vice President and Portfolio Manager; Age 58.
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and Centennial; 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 the Manager and Centennial; 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 the Manager and Centennial; an officer of other
OppenheimerFunds; formerly Vice President of Hanifen Imhoff
Management Company (mutual fund investment adviser).
ANDREW J. DONOHUE, Vice President; Age 44.
Executive Vice President and General Counsel of Oppenheimer
Management Corporation ("OMC") (the "Manager") and Oppenheimer Funds
Distributor, Inc. (the "Distributor"); an officer of other
OppenheimerFunds; formerly: Senior Vice President and Associate
General Counsel of the Manager and the Distributor; 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; Vice President
and Treasurer of the Sub-Distributor and HarbourView; Senior Vice
President, Treasurer, Assistant Secretary and a director of
Centennial; Vice President, Treasurer and Secretary of SFSI and SSI;
an officer of other OppenheimerFunds.
ROBERT G. ZACK, Assistant Secretary; Age 46.
Two World Trade Center, New York, New York
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI 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 of
the Manager, prior to which he was an Accountant for 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 Managing General Partner who is an "interested person" of the Fund as
defined in the Investment Company Act.
Remuneration of Managing General Partners. The officers of the Fund
are affiliated with the Manager; they and the Managing General Partners
of the Fund who are affiliated with the Manager (Messrs. Fossel and Swain,
who are both officers and Managing General Partners) receive no salary or
fee from the Fund. The Managing General Partners of the Fund (excluding
Messrs. Fossel and Swain) received the total amounts shown below (i) from
the Fund, during the 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
CompensationDenver-based
Name Position from Fund OppenheimerFunds1
<S> <C> <C> <C>
Robert G. Avis Managing General Partner$254 $53,000.00
William A. Baker Study and Audit $351 $73,257.01
Committee, Chairman and
Managing General Partner
Charles Conrad, Jr.Study and Audit $327 $68,293.67
Committee Member and
Managing General Partner
Raymond J. KalinowskiManaging General Partner$254 $53,000.00
C. Howard Kast Managing General Partner$254 $53,000.00
Robert M. Kirchner Study and Audit $327 $68,293.67
Committee and
Managing General Partner
Ned M. Steel Managing General Partner$254 $53,000.00
________________
1For the 1994 calendar year.
</TABLE>
Major Shareholders. As of March 29, 1995, the only shareholder known
by the Fund to own of record or beneficially 5% or more of the outstanding
shares of the Fund was A.G. Edwards & Sons, 1 North Jefferson Street, St.
Louis, Missouri 63013, which owned 5,185,442.660 shares of the Fund
(79.41% of the then outstanding total). The Fund has been informed that
the shares held of record by A.G. Edwards & Sons were beneficially owned
for the benefit of its brokerage clients.
INVESTMENT MANAGEMENT SERVICES
The Manager is wholly owned by Oppenheimer Management Corporation
("OMC"), which is a wholly-owned subsidiary of Oppenheimer Acquisition
Corp. ("OAC"), a holding company controlled by Massachusetts Mutual Life
Insurance Company. The remaining stock of OAC is owned by: (i) certain
of OMC's directors and officers, some of whom may serve as officers of the
Fund, and two of whom (Mr. Fossel and Mr. Swain) serve as Managing General
Partners of the Fund and (ii) A.G. Edwards & Sons, Inc., which owns less
than 5% of its equity.
The management fee is payable monthly to the Manager under the terms
of an investment advisory agreement between the Manager and the Fund (the
"Agreement"), and is computed on the aggregate net assets of the Fund as
of the close of business each day. Expenses not expressly assumed by the
Manager under Agreement 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 certain Managing General Partners,
legal and audit expenses, the cost of calculating its net asset value,
brokerage, custodian and transfer agent expenses, share issuance costs,
certain printing and share registration costs and non-recurring expenses,
including litigation.
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 composition of proxy
materials and registration statements for continuous public sale of shares
of the Fund. The Agreement provides that in the absence of willful
misfeasance, bad faith, or gross negligence in the performance of its
duties under the Agreement, or reckless disregard of its obligations or
duties thereunder, the Manager is not liable for any loss sustained by
reason of any good faith errors or omissions in connection with any matter
to which the Agreement relates. The Agreement permits the Manager to act
as investment adviser for any other person, firm or corporation.
Under the Agreement, the Manager has undertaken that if the total
expenses of the Fund in any fiscal year should exceed the most stringent
state regulatory requirements on expense limitations applicable to the
Fund, such excess will be paid by the Manager of the Fund. For the
purpose of such calculation, there shall be excluded any expense borne
directly or indirectly by the Fund that is permitted to be excluded from
the computation of such limitation by such statute or state regulatory
authority. At present, the most stringent limitation is imposed by
California, and limits expenses (with specific exclusions) to 2.5% of the
first $30 million of average annual net assets, 2% of the next $70 million
of average annual net assets and 1.5% of average annual net assets in
excess of $100 million. During the fiscal year ended December 31, 1992,
the Manager had voluntarily agreed to assume expenses of the Fund (other
than extraordinary non-recurring expenses) in excess of 0.60% of average
annual net assets. The payment of the management fee was reduced in any
month so that there was no accrued but unpaid liability under the expense
limitation. In addition, from January 1, 1993 to July 1, 1993,
independently of the Agreement, the Manager had voluntarily agreed to
assume expenses of the Fund (other than extraordinary non-recurring
expenses) in excess of 1.00% of average annual net assets. The Manager
terminated this voluntary expense assumption effective July 1, 1993. Any
assumption of the Fund's expenses under a voluntary undertaking would
lower the Fund's overall expense ratio and increase its total return
during any period in which expenses are limited.
During its fiscal year ended December 31, 1994, the Fund paid $25,638
in management fees to the Manager. During its fiscal year ended December
31, 1993, the Fund paid $11,597 in management fees to the Manager. Under
the expense assumption undertaking described above, the Manager assumed
$9,934 of the Fund's expenses during the fiscal year ended December 31,
1993. Without that assumption, the management fee would have been
$21,531. During its fiscal year ended December 31, 1992, the Fund paid
no management fees to the Manager. Under the expense assumption
undertaking described above, the Manager assumed $66,814 of the Fund's
expenses during the fiscal year ended December 31, 1992. Without that
assumption, the management fee would have been $23,954.
Portfolio Transactions. Portfolio decisions are based upon
recommendations and judgment of the Manager, subject to the overall
authority of the Managing Partners. As most purchases made by the Fund
are principal transactions at net prices, the Fund incurs little or no
brokerage costs. The Fund deals directly with the selling or purchasing
principal or market maker without incurring charges for the services of
a broker in its behalf unless it is determined that a better price or
execution may be obtained by utilizing the services of broker. Purchases
of portfolio securities from underwriters include a commission or
concession paid by the issuer to the underwriter, and purchases from
dealers include a spread between the bid and asked prices. The Fund seeks
to obtain prompt execution of orders at the most favorable net prices. If
dealers or brokers are used for portfolio transactions, transactions may
be directed to such dealers or brokers in return for special research and
statistical information as well as for services rendered by such brokers
or dealers in the execution of orders. The research information may or
may not be useful to the Fund and/or other accounts of the Manager;
information received by those other accounts may or may not be useful to
the Fund. Such information may be in written form or through direct
contact with individuals and includes information on particular companies
and industries as well as market or economic trends and portfolio
strategy, receipt of market quotations for portfolio evaluations,
information systems, computer hardware and similar products and services.
The research services provided brokers broadens the scope and
supplements the research activities of the Manager by making available
additional views for consideration and comparisons and enabling the
Manager to obtain market information for the valuation of securities held
in the Fund's portfolio. Sales of shares of the Fund and/or the other
investment companies managed by the Manager, or distributed by the
Distributor, may, subject to applicable rules covering the Distributor's
activities as distributor, also be considered as a factor in the direction
of transactions to dealers, but only in conformity with the price,
execution and other considerations and practices discussed above. Those
other investment companies may also give similar consideration relating
to the sale of the Fund's shares. No portfolio transactions will be
handled by any securities dealer affiliated with the Manager. The
Managing Partners have permitted the Manager to use concessions on fixed
price offerings to obtain research, in the same manner as is permitted for
agency transactions.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Determination of Net Asset Value Per Share. The net asset value per
share of the Fund is determined twice a day, as of 12:00 Noon and as of
the close of business of the New York Stock Exchange (the "Exchange"),
which is normally 4:00 P.M. but may be earlier on some days, for example,
in case of weather emergencies or on days falling before a holiday (all
references to time mean "New York time"), on each day The New York Stock
Exchange is open (a "regular business day"), by dividing the value of the
Fund's net assets by the number of shares outstanding. The Exchange's
most recent annual holiday schedule (which is subject to change) states
that it will close on New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day. It may also close on other days. Dealers may conduct trading on
certain days on which that Exchange is closed (e.g., holidays such as Good
Friday), so that securities of the same type held by the Fund may be
traded on such days, when shareholders do not have the ability to purchase
or redeem shares.
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 the Fund
will do so. The Fund operates under Rule 2a-7 under the Investment
Company Act 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 premium
or accretion of any discount, regardless of the impact of a fluctuating
interest rates on the market value of the security. This method does not
take into account unrealized capital gains or losses.
The Managing General Partners have 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 Managing General Partners promptly to consider what
action, if any, should be taken. If the Managing General Partners find
that the extent of any such deviation may result in material dilution or
other unfair effects on shareholders, they will take whatever steps they
consider 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 shares without
monetary consideration, or calculating net asset value per share by using
available market quotations.
As long as the Fund uses the amortized cost method under 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"
("NRSROs") as defined in Rule 2a-7, or by one NRSRO if only one NRSRO has
rated the security; an instrument other than a U.S. Government Security
that is not rated must be of comparable quality as determined by the
Managing General Partners; and (iii) not purchase any instruments with a
remaining maturity of more than 397 days. Under Rule 2a-7, the maturity
of an instrument is generally considered to be its stated maturity (or in
the case of an instrument called for redemption, the date on which the
redemption payment must be made), with special exceptions for certain
variable rate demand and floating rate instruments. Repurchase agreements
are, in general, treated as having a maturity equal to the period
scheduled until repurchase, 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 distributions 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 higher 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 Managing General Partners have the right to cause
the involuntary redemption of the shares held in any account if the
aggregate net asset value of such shares (for reasons other than market
value fluctuations) is less than $1,000 or such lesser amount as the
Managing General Partners may fix. The Managing General Partners will not
cause the involuntary redemption of shares in an account if the aggregate
net asset value of such shares has fallen below the stated minimum solely
as a result of market fluctuations. Should they elect to exercise this
right, they may also fix, in accordance with the Investment Company Act,
the requirements for any notice to be given to the shareholders in
question (not less than 30 days), or may set requirements for permission
to allow the shareholder to increase the investment and other terms and
conditions so that the shares are not involuntarily redeemed.
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 same day
as a redemption that is effected 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. 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.
Reinvestment of Distributions in Another Eligible Fund. Shareholders
may elect to reinvest all dividends and/or distributions in 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, the 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 application from the Transfer Agent to
establish an account. The investment will be made at the net asset value
per share in effect at the close of business on the payable date of the
dividend or distribution. The other Eligible Funds are not subject to the
same tax considerations as the Fund, and an investment in shares of those
Funds may be taxable and subject to U.S. federal income tax withholding
for foreign investors.
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 a portion of its costs incurred in connection with the
servicing of the Fund's shares, as described in the Prospectus. Each Plan
has been approved: (i) by a vote of the Board of Managing General Partners
of the Fund, including a majority of the "Independent Managing General
Partners" (those Managing General Partners of the Fund who are not
"interested persons," as defined in the Investment Company Act, and who
have no direct or indirect financial interest in the operation of the Plan
or in any agreements relating to the Plan) cast in person at a meeting
called for the purpose of voting on the Plan; and (ii) by the vote of the
holders of a "majority" (as defined under the Investment Company Act) of
that Fund's outstanding voting securities. In approving the Plan, the
Board determined that it is likely the Plan will benefit the shareholders
of the Fund.
The Distributor has entered into Supplemental Distribution Assistance
Agreements ("Supplemental Agreements") under the Plan with selected
dealers distributing shares of Oppenheimer Cash Reserves, Centennial
Government Trust, Centennial New York Tax Exempt Trust, Centennial
California Tax Exempt Trust and the Fund. Quarterly payments by the
Distributor for distribution-related services will range from 0.10% to
0.30%, annually, of the average net asset value of shares of the above-
mentioned funds owned during the quarter beneficially or of record by the
dealer or its customers. However, no payment shall be made to any dealer
for any quarter during which the average net asset value of shares of the
above-mentioned funds owned during that quarter by the dealer or its
customers is less than $5 million. Payments made pursuant to Supplemental
Agreements are not a Fund expense, but are made by the Distributor out of
its own resources or out of the resources of the Manager which may include
profits derived from the advisory fee it receives from the Fund. Payments
to affiliates of the Distributor are not permitted under the Supplemental
Agreements.
The Plan unless terminated as described below, shall continue in
effect from year to year only so long as such continuance is specifically
approved at least annually by the Fund's Managing General Partners,
including a majority or its Independent Managing General Partners, cast
in person at a meeting called for the purpose of voting on such
continuance. The Plan may be terminated at any time by the vote of a
majority of the Independent Managing General Partners or by the vote of
the holders of a "majority" of the outstanding voting securities of the
Fund. The Plan may not be amended to increase materially the amount of
payments to be made without shareholder approval, as set forth above. All
material amendments must be approved by the Board, including a majority
of the Independent Managing General Partners. For the Fund's fiscal year
ended December 31, 1994, payments under the Plan totalled $9,515,
including $7,982.75 paid to A.G. Edwards. While the Plan is in effect,
the Distributor shall provide a report to the Managing General Partners
in writing at least quarterly for its review on the amount of all payments
made pursuant to the Plan and the identity of the Recipient of each such
payment and the purpose of each payment.
Under the Plan, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Fund shares held by the
Recipient for itself and its customers did not exceed a minimum amount,
if any, that may be determined from time to time by a majority of the
Fund's Independent Managing General Partners. The Board of Managing
General Partners has set the fee at the maximum rate and set no minimum
amount. The Plan permits the Distributor and the Manager to make
additional distribution payments to Recipients from their own resources
(including profits from advisory fees) at no cost to the Fund. The
Distributor and the Manager may, in their sole discretion, increase or
decrease the amount of distribution assistance payments they make to
Recipients from their own assets.
Each Recipient who is to receive distribution payments for any
quarter shall certify in writing that the aggregate payments to be
received from the Fund and the Distributor during that month or quarter
do not exceed the Recipient's costs in rendering services and for the
maintenance of accounts during the month or quarter, and will reimburse
the Fund for any excess.
While the Plan is in effect, the Treasurer of the Fund shall provide
a report to the Board of Managing General Partners in writing at least
quarterly on the amount of all payments made pursuant to the Plan and the
identity of each Recipient that received any such payment and the purposes
for which the payments were made. The Plan further provides that while
it is in effect, the selection and nomination of those Managing General
Partners of the Fund who are not "interested persons" of the Fund is
committed to the discretion of the Independent Managing General Partners.
This does not prevent the involvement of others in such selection and
nomination if the final decision as to the selection or nomination is
approved by a majority of the Independent Managing General Partners.
YIELD INFORMATION
The Fund's current yield is calculated for a seven-day period of
time, in accordance with regulations adopted under the Investment Company
Act. 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 distributions declared on the original share and
distributions declared on any shares purchased with distributions on that
share, but such distributions are adjusted to exclude any realized or
unrealized capital gains or losses affecting the distributions 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 3.88% and
its compounded effective yield was 3.96%.
The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
distribution 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 distributions, the return on distributions
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
Fund's yield for any given past period is not an indication or
representation 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,
direct investments in 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.
ADDITIONAL INFORMATION
The Custodian and the Transfer Agent. Citibank, N.A. is the Custodian of
the Fund's assets. The Custodian's responsibilities include safeguarding
and controlling the Fund's portfolio securities and cash, collecting
income on the 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 with 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., 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. The Fund's Distributor is Centennial
Asset Management Corporation. Under the General Distributor's Agreement
between the Fund and the Distributor, the Distributor acts as the Fund's
principal underwriter in the continuous public offering of its shares, but
is not obligated to sell a specific number of shares. Under the General
Distributor's Agreement, the Distributor pays the expenses of distributing
the Fund's shares (other than those paid under the Service Plan),
including the preparation and distribution of advertising and sales
literature, and the cost of printing and mailing prospectuses other than
those furnished to the existing shareholders are borne by the Distributor.
The Fund's use of the name "Centennial" as part of its name is under
a license from the Distributor. If the Distributor ceases to be the
Fund's distributor, the right of the Fund to use "Centennial" as part of
its name may be terminated by the Distributor, and the Fund's Managing
General Partners would be required to take action promptly to change the
Fund's name.
The Distributor has entered into a Sub-Distributor's Agreement with
Oppenheimer Funds Distributor, Inc. ("OFDI"), a wholly-owned subsidiary
of the Manager, whereby OFDI is appointed as Sub-Distributor of the Fund's
shares, and is responsible on behalf of the Distributor as its agent for
accepting orders from dealers, brokers and investors to purchase the
Fund's shares. The Sub-Distributor is not responsible for selling any
specific amount of shares.
Independent Auditors. The independent auditors of the Fund examine the
Fund's financial statements and perform other related audit services. They
also act as auditors for the Manager and for certain other funds advised
by the Manager.
AUTOMATIC WITHDRAWAL PLAN PROVISIONS
By requesting an Automatic Withdrawal Plan, the applicant agrees to
the terms and conditions applicable to such plans, as stated below and
elsewhere in the Application for such Plans, in the Prospectus and in this
Statement of Additional Information as they may be amended from time to
time by the Fund. When adopted, such amendments will automatically apply
to existing Plans.
Fund shares will be redeemed as necessary to meet withdrawal
payments. Shares acquired without a sales charge will be redeemed first
and thereafter shares acquired with reinvested distributions followed by
shares acquired with a sales charge will be redeemed to the extent
necessary to make withdrawal payments. Depending upon the amount
withdrawn, the investor's principal may be depleted. Payments made to
shareholders under such plans should not be considered as a yield or
income on an investment. The Fund reserves the right to amend, suspend
or discontinue such plans at any time without prior notice.
1. Shareholder Services, Inc. (the "Transfer Agent"), the transfer
agent of the Fund, 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 Fund 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.
Distributions of income may be paid in cash or reinvested.
4. Redemptions of shares in connection with disbursement payments
will be made three business days prior to the mailing of each check.
5. Checks will be transmitted three business days prior to the date
selected for receipt of the monthly or quarterly payment (the date of
receipt is approximate), according to the choice specified in writing by
the Planholder.
6. The amount and the interval of disbursement payments and the
address to which checks are to be mailed may be changed at any time by the
Planholder on written notification to the Transfer Agent. The Planholder
should allow at least two weeks' time in mailing such notification before
the requested change can be put in effect.
7. The Planholder may, at any time, instruct the Transfer Agent by
written notice (in proper form in accordance with the requirements of the
then-current prospectus of the 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 distribution-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 Shareholder Services, Inc. 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>
INDEPENDENT AUDITORS' REPORT
Centennial America Fund, L.P.
The Managing General Partners and Shareholders of
Centennial America Fund, L.P.:
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Centennial America Fund,
L.P. 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, 1990 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.
The financial highlights for the period May 14, 1987 (commencement of
operations) to December 31, 1989 were audited by other auditors whose
report dated February 2, 1990, expressed an unqualified opinion on
those financial highlights.
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
Centennial America Fund, L.P. 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>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS December 31, 1994
Centennial America Fund, L.P.
FACE MARKET VALUE
AMOUNT SEE NOTE 1
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS - 8.7%
- -----------------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with First Chicago Capital Markets,
6%, dated 12/30/94, to be repurchased at $540,360 on
1/3/95, collateralized by U.S. Treasury Nts., 4.125%,
5/31/95, with a value of $550,988 (Cost $540,000) $ 540,000 $ 540,000
- ------------------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS - 81.6%
- ------------------------------------------------------------------------------------------------------------------------------------
AGRICULTURAL - 4.8%
- ------------------------------------------------------------------------------------------------------------------------------------
Federal Farm Credit Bank, 5.57%, 1/17/95 300,000 299,257
- ------------------------------------------------------------------------------------------------------------------------------------
FHLMC/FNMA/SPONSORED - 69.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Bank, 5.50%, 1/12/95 190,000 189,681
- ------------------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 5.60%, 1/26/95 225,000 224,125
- ------------------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 5.60%, 1/30/95 145,000 144,346
- ------------------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 5.64%, 2/6/95 885,000 880,009
- ------------------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 5.67%-6%, 2/2/95 1,400,000 1,392,826
- ------------------------------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 5.77%, 1/3/95 500,000 499,840
- ------------------------------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 5.91%-5.95%, 1/4/95 1,000,000 999,506
-----------
4,330,333
- ------------------------------------------------------------------------------------------------------------------------------------
GOVERNMENT AGENCY/FULL FAITH - 6.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Small Business Administration, 9.375%-10.125%, 1/1/95 (1) 403,774 429,745
-----------
Total U.S. Government Obligations (Cost $5,059,335) 5,059,335
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $5,599,335) 90.3%
5,599,335
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 9.7 601,298
----------- -----------
NET ASSETS 100.0% $6,200,633
===========
===========
</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.
See accompanying Notes to Financial Statements.
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES December 31, 1994
Centennial America Fund, L.P.
<TABLE>
ASSETS:
<S> <C>
Investments, at value (cost $5,599,335) - see
accompanying statement ........................................ $5,599,335
Cash ............................................................ 21,334
Receivables:
Interest and principal paydowns ............................... 8,864
Shares of beneficial interest sold ............................ 586,810
Other ........................................................... 43,849
----------
Total assets ................................................ 6,260,192
----------
LIABILITIES:
Payables and other liabilities:
Shares of beneficial interest redeemed ........................ 20,540
Service plan fees - Note 3 .................................... 2,549
Other ......................................................... 36,470
----------
Total liabilities ........................................... 59,559
----------
NET ASSETS - Applicable to 6,200,633 shares of beneficial
interest outstanding .......................................... $6,200,633
==========
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
Centennial America Fund, L.P.
<TABLE>
<S> <C>
INVESTMENT INCOME - Interest .................................... $ 248,258
---------
EXPENSES:
Management fees - Note 3 ........................................ 25,638
Custodian fees and expenses ..................................... 9,897
Service plan fees - Note 3 ...................................... 9,515
Legal and auditing fees ......................................... 7,564
Transfer and shareholder servicing agent fees - Note 3 .......... 6,188
Shareholder reports ............................................. 6,538
Registration and filing fees .................................... 5,406
Managing General Partners' fees and expenses .................... 2,021
Other ........................................................... 10,855
---------
Total expenses .............................................. 83,622
---------
NET INVESTMENT INCOME AND NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS ................................... $ 164,636
=========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
Centennial America Fund, L.P.
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1994 1993
------------ -----------
OPERATIONS:
<S> <C> <C>
Net investment income ...................... $ 164,636 $ 106,309
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS ............................. (164,636) (106,309)
BENEFICIAL INTEREST TRANSACTIONS
Net increase (decrease) in net
assets resulting from beneficial
interest transactions - Note 2 ........... 1,851,622 (903,605)
------------ ------------
NET ASSETS:
Total increase (decrease) .................. 1,851,622 (903,605)
Beginning of period ........................ 4,349,011 5,252,616
------------ ------------
End of period .............................. $ 6,200,633 $ 4,349,011
============ ============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
FINANCIAL HIGHLIGHTS
Centennial America Fund, L.P.
<TABLE>
<CAPTION>
PERIOD ENDED
YEAR ENDED DECEMBER 31, DECEMBER
31,
1994 1993 1992 1991(2) 1990(2)(3) 1989(2) 1988(2) 1987(1)(2)
------ ------ ------ -------- ----------- -------- -------- ----------
<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 ........ .03 .02 .03 .14 .10 .08 .09 .05
Dividends and distributions to shareholders (.03) (.02) (.03) (.14) (.10) (.08) (.09) (.05)
----- ----- ----- ----- ----- ----- ----- -----
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 thousands) .. $6,201 $4,349 $5,253 $5,056 $5,486 $8,167 $8,808 $8,190
Average net assets (in thousands) ......... $5,693 $4,780 $5,323 $5,217 $6,819 $8,589 $9,949 $3,573
Number of shares outstanding at end of
period (in thousands) ................... 6,201 4,349 5,253 5,056 5,333 7,840 8,852 8,103
Ratios to average net assets:
Net investment income ................... 2.89% 2.22% 3.64% 7.08% 7.87% 8.15% 8.77%
8.32%(4)
Expenses, before voluntary reimbursement
by the Manager ........................ 1.47% 1.34% 1.86% 2.00% 1.96% 1.96% 2.14% 3.05%(4)
Expenses, net of voluntary reimbursement
by the Manager ........................ N/A 1.13% .60% 1.91% N/A 1.62% .92% .74%(4)
</TABLE>
1. For the period from May 14, 1987 (commencement of operations) to December
31, 1987.
2. All numbers of shares and per share data have been restated to reflect a
10.51 for 1 stock split effective December 6, 1991.
3. On May 25, 1990, Oppenheimer Management Corporation became the investment
advisor to the Fund.
4. Annualized.
See accompanying Notes to Financial Statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Centennial America Fund, L.P.
1. SIGNIFICANT ACCOUNTING POLICIES
Centennial America Fund, L.P. (the Fund) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Fund is organized as a limited partnership and issues
one class of shares, in the form of limited partnership interests. The Fund's
investment advisor is Oppenheimer Management Corporation (the Manager). 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.
REPURCHASE AGREEMENTS. The Fund requires the custodian to take possession, to
have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to be at least 102% of the resale price at the time of purchase. If the seller
of the agreement defaults and the value of the collateral declines, or if the
seller enters an insolvency proceeding, realization of the value of the
collateral by the Fund may be delayed or limited.
FEDERAL INCOME TAXES. The Fund intends to continue to comply with provisions of
the Internal Revenue Code applicable to limited partnerships. As a limited
partnership, the Fund is not subject to U.S. federal income tax, and the
character of the income earned and capital gains or losses realized by the Fund
flows directly through 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.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
Centennial America Fund, L.P.
2. SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of no par value shares of beneficial
interest. Transactions in shares of beneficial interest were as follows:
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1994 1993
--------------------------- -------------------------
Shares Amount Shares Amount
---------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Sold .................... 18,665,883 $ 18,665,883 9,430,222 $ 9,430,222
Dividends and
distributions reinvested 147,846 147,846 88,271 88,271
Redeemed ................ (16,962,107) (16,962,107) (10,422,098) (10,422,098)
------------ ------------ ------------ ------------
Net increase (decrease) 1,851,622 $ 1,851,622 (903,605) $ (903,605)
============ ============ ============
============
</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 and .40% on
net assets in excess of $500 million. The Manager has agreed to
reimburse the Fund if aggregate expenses (with specified exceptions)
exceed the most stringent applicable regulatory limit on Fund
expenses.
Shareholder Services, Inc. (SSI), a subsidiary of the Manager, 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 expends .20% of its net
assets annually to reimburse Centennial Asset Management Corporation, a
subsidiary of the Manager, for costs incurred in distributing shares
of the Fund, including amounts paid to brokers, dealers, banks and other
institutions.
<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
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
B-1
<PAGE>
APPENDIX C
FIRST TRUST AMERICA FUND, L.P.
AGREEMENT OF LIMITED PARTNERSHIP
dated April 28, 1987
<PAGE>
TABLE OF CONTENTS
1. GENERAL PROVISIONS 1
1.1 Formation 1
1.2 Name and Place of Business 1
1.3 Term 1
1.4 Agent for Service of Process 1
1.5 Certificate of Limited Partnership 1
1.6 Other Acts/Filings 1
2. DEFINITIONS 2
2.1 Affiliate 2
2.2 Capital Account 2
2.3 General Partner 2
2.4 Holder of Record or Holder of a Share 2
2.5 Limited Partner 2
2.6 Majority Vote 2
2.7 Managing General Partner 3
2.8 Net Asset Value (per Share) 3
2.9 Non-Managing General Partner 3
2.10 Officers 3
2.11 Partners 3
2.12 Partnership 3
2.13 Partnership Act 3
2.14 Partnership Group 3
2.15 Person 3
2.16 Registration Statement 3
2.17 Secretary of State 3
2.18 Share (including fractional Shares) 3
2.19 Substituted Limited Partner 3
2.20 Tax Code 4
2.21 Transfer Agent 4
2.22 1940 Act 4
3. ACTIVITIES AND PURPOSE 4
3.1 Operating Policy 4
3.2 Investment Objectives 4
3.3 Investment Policies and Restrictions 4
3.4 Other Authorized Activities 4
4. GENERAL PARTNERS 5
4.1 Identity and Number 5
4.2 Managing and Non-Managing General Partners 5
4.3 General Partners' Contributions 5
4.4 Management and Control 6
4.5 Action by the Managing General Partners 7
4.6 Limitations on the Authority of the Managing
General Partners 7
4.7 Right of General Partners to Become
Limited Partners 8
4.8 Termination of a General Partner 8
4.9 Additional or Successor General Partners 9
4.10 Liability to Limited Partners 10
4.11 Assignment and Substitution 10
4.12 No Agency 10
4.13 Reimbursement and Compensation 10
4.14 Indemnification 11
5. LIMITED PARTNERS 12
5.1 Identity of Limited Partners 12
5.2 Admission of Limited Partners 12
5.3 Contributions of the Limited Partners 13
5.4 Additional Contributions of Limited Partners 13
5.5 Use of Contributions 13
5.6 Redemption by Limited Partners 13
5.7 Minimum Contribution and Mandatory Redemption 13
5.8 Limited Liability 14
5.9 No Power to Control Operations 14
5.10 Tax Responsibility 15
6. SHARES OF PARTNERSHIP INTEREST 15
7. PURCHASE AND EXCHANGE OF SHARES 15
7.1 Purchase of Shares 15
7.2 Net Asset Value 15
7.3 Exchange of Shares 16
8. REDEMPTION OF SHARES 16
8.1 Redemption of Shares 16
8.2 Payment for Redeemed Shares 16
9. MATTERS AFFECTING THE PARTNERSHIP'S BASIC STRUCTURE 17
9.1 Rights of Limited Partners 17
9.2 Actions of the Partners 18
9.3 Meetings 18
9.4 Notices 19
9.5 Validity of Vote for Certain Matters 19
9.6 Adjournment 19
9.7 Waiver of Notice and Consent to Meeting 20
9.8 Quorum 20
9.9 Required Vote 20
9.10 Action by Consent Without a Meeting 20
9.11 Record Date 21
9.12 Proxies 21
9.13 Number of Votes 22
9.14 Communication Among Limited Partners 22
10. DISTRIBUTIONS AND ALLOCATION OF PROFITS AND LOSSES 23
10.1 Fees of General Partners 23
10.2 Distributions of Income and Gains 23
10.3 Allocation of Income, Gains, Losses, Deductions
and Credits 23
10.4 Returns of Contributions 24
10.5 Capital Accounts 24
10.6 Allocations of Capital Gains and Losses and
Additional Rules 25
11. ASSIGNMENT OF SHARES; SUCCESSOR IN INTEREST; SUBSTITUTION
OF PARTNERS 26
11.1 Prohibition on Assignment 26
11.2 Rights of the Holders of Shares as Collateral or
Judgment Creditor 26
11.3 Death, Incompetency, Bankruptcy or Termination
of the Existence of a Partner 26
11.4 Substituted Limited Partners 27
12. DISSOLUTION AND TERMINATION OF THE PARTNERSHIP 27
12.1 Dissolution 27
12.2 Liquidation 28
12.3 Termination 29
13. BOOKS, RECORDS, ACCOUNTS AND REPORTS 29
13.1 Books and Records 29
13.2 Limited Partners' Access to Information 29
13.3 Accounting Basis and Fiscal Year 30
13.4 Tax Returns 30
13.5 Filings with Regulatory Agencies 30
13.6 Tax Matters and Notice Partner 30
14. AMENDMENTS OF PARTNERSHIP DOCUMENTS 30
14.1 Amendments in General 30
14.2 Amendments Without Consent of Limited Partners 30
14.3 Amendments Needing Consent of Affected Partners 31
14.4 Amendments to Certificate of Limited
Partnership 31
14.5 Amendments After Change of Law 31
15. MISCELLANEOUS PROVISIONS 32
15.1 Notices 32
15.2 Section Headings 32
15.3 Construction 32
15.4 Severability 32
15.5 Governing Law 33
15.6 Counterparts 33
15.7 Entire Agreement 33
15.8 Cross-References 33
15.9 Power of Attorney to the General Partners 33
15.10 Further
Assurances 34
15.11
Successors and Assigns 34
15.12 Waiver
of Action for Partition 34
15.13
Creditors 35
15.14
Remedies 35
15.15
Custodian 35
15.16 Use of
Name "First Trust" 35
15.17
Authority 35
15.18
Signatures 35
<PAGE>
FIRST TRUST AMERICA FUND, L.P.
This AGREEMENT OF LIMITED PARTNERSHIP ("Partnership Agreement") is
entered into as of this 28th day of April, 1987 by and among Gerald E.
Pelzer, an individual, Thomas L. Johnson, an individual, Dr. David
Johnston, an individual, and Edward McGrew, an individual, as Managing
General Partners; Clayton Brown Investments, Inc., an Illinois
corporation, as Non-Managing General Partner (collectively, the "General
Partners"); and Clayton Brown Investments, Inc., an Illinois corporation,
as Limited Partner.
1. GENERAL PROVISIONS
1.1 Formation. The parties hereby agree to form a limited
partnership (the "Partnership") under the terms and conditions set forth
below pursuant to the Delaware Revised Uniform Limited Partnership Act
(the "Partnership Act").
1.2 Name and Place of Business. The name of the Partnership
shall be First Trust America Fund, L.P., or such other name as shall be
selected from time to time by the Managing General Partners. The
principal place of business of the Partnership shall be 300 W. Washington
Street, Chicago, Illinois 60606 or such other place or places as the
Managing General Partners may deem necessary or desirable to the conduct
of the Partnership's activities, including places for the conduct of
activities relating to its investments, the location and holding of its
assets, the execution of its portfolio transactions and other operations.
The registered office of the Partnership in Delaware is located at 1209
Orange Street, in the City of Wilmington, County of New Castle.
1.3 Term. The term of the Partnership shall commence upon the
filing of the Certificate of Limited Partnership with the Secretary of
State and shall continue until the 31st day of December, 2037, unless
terminated earlier in accordance with the provisions of this Partnership
Agreement.
1.4 Agent for Service of Process. The registered agent for
service of process on the Partnership in Delaware is The Corporation Trust
Company, 1209 Orange Street, Wilmington, Delaware or such other eligible
Delaware resident individual or corporation qualified to act as an agent
for service of process as the Managing General Partners shall designate.
1.5 Certificate of Limited Partnership. The Managing General
Partners shall cause a Certificate of Limited Partnership to be filed with
the Secretary of State in accordance with the terms of the Partnership
Act.
1.6 Other Acts/Filings. The Partners shall from time to time
execute or cause to be executed all such certificates, fictitious business
name statements, and other documents, and do or cause to be done all such
filings, recordings, publishings, and other acts as the Managing General
Partners may deem necessary or appropriate to comply with the requirements
of law for the formation and operation of the Partnership in all
jurisdictions in which the Partnership shall desire to conduct its
activities.
2. DEFINITIONS
When used in this Partnership Agreement the following terms shall
have the meanings set forth below:
2.1 Affiliate. "Affiliate" shall mean: (i) any person directly
or indirectly controlling, controlled by or under common control with
another person; (ii) a person owning or controlling 10% or more of the
outstanding securities of that other person; (iii) any officer, director,
trustee or partner of that other person; or (iv) if that other person is
an officer, director, trustee or partner, any company for which that
person acts in any such capacity (person shall include any natural person,
partnership, corporation, association or other legal entity).
2.2 Capital Account. The account maintained for each Partner in
accordance with Section 10.5 hereof.
2.3 General Partner. Each of the initial General Partners
designated in the Preamble and any other person or entity who shall
hereafter become a General Partner.
2.4 Holder of Record or Holder of a Share.
(a) a General Partner;
(b) a Limited Partner if he or it has not redeemed or
transferred all of his (its) Shares of the Partnership pursuant to
Sections 8 or 11;
(c) a purchaser of a Share or Shares of the Partnership;
or
(d) the successor in interest of a Partner under Section
11.
2.5 Limited Partner. The original Limited Partner and all other
persons who shall hereinafter be admitted to the Partnership as additional
Limited Partners or Substituted Limited Partners, except those persons
who:
(a) have redeemed all Shares of the Partnership owned by
them and such redemption has been reflected in the records of the
Partnership; or
(b) have been replaced by a Substituted Limited Partner
to the extent of their entire Limited Partnership Interest. Reference to
a "Limited Partner" shall mean any one of the Limited Partners.
2.6 Majority Vote. The affirmative vote of the lesser of (i) 67%
or more of the Shares represented at a meeting and entitled to vote if
more than 50% of the then outstanding Shares are present or represented
by proxy, or (ii) more than 50% of the then outstanding Shares entitled
to vote.
2.7 Managing General Partner. Each General Partner who is an
individual.
2.8 Net Asset Value (per Share). The value (in U.S. Dollars) of
a Share as determined in accordance with Section 7.2 hereof.
2.9 Non-Managing General Partner. Each General Partner that is
not an individual (i.e., any General Partner that is a corporation,
association, partnership, joint venture or trust).
2.10 Officers. Those persons designated by the Managing
General Partners to perform administrative and operational functions on
behalf of the Managing General Partners.
2.11 Partners. Collectively, the General Partners and the
Limited Partners. "Partner" means any one of the Partners.
2.12 Partnership. The limited partnership created and
continued by this Partnership Agreement.
2.13 Partnership Act. The Delaware Revised Uniform Limited
Partnership Act (Sections 17-101 through 17-1108, Chapter 17, Title 6 of
the Delaware Code).
2.14 Partnership Group. All other investment companies of
which Clayton Brown & Associates, Inc. or any parent, subsidiary or
affiliate is organizer or sponsor and which are registered under the 1940
Act.
2.15 Person. An individual, partnership, joint venture,
association, corporation or trust.
2.16 Registration Statement. The Registration Statement on
Form N-1A, registering the Partnership under the 1940 Act and the Shares
of the Partnership under the Securities Act of 1933, as such Registration
Statement may be amended from time to time.
2.17 Secretary of State. The Secretary of State of the State
of Delaware.
2.18 Share (including fractional Shares). A partnership
interest in
the Partnership. Reference to "Shares" shall be to more than one Share.
2.19 Substituted Limited Partner. A successor in interest of
a Limited Partner who has complied with the conditions set forth in
Section 11.
2.20 Tax Code. The Internal Revenue Code of 1986, as amended,
or corresponding provisions of subsequent revenue laws, and all
regulations, rulings and other promulgations or judicial decisions
thereunder.
2.21 Transfer Agent. The person appointed by the Managing
General Partners to be primarily responsible for maintaining the records
pertaining to Limited Partners and certain other records of the
Partnership.
2.22 1940 Act. The Investment Company Act of 1940, as
amended, or as it may hereafter be amended, and the Rules and Regulations
thereunder.
3. ACTIVITIES AND PURPOSE
3.1 Operating Policy. The Partnership will be authorized and
empowered to operate and will operate as an open-end, diversified
management investment company under the 1940 Act.
3.2 Investment Objectives. The investment objective of the
Partnership is to seek high current return and safety of principal with
income free of U.S. taxes and U.S. tax withholding requirements for
qualifying foreign investors by investing in obligations issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, including mortgage-backed securities and securities
issued by private entities and collateralized by such obligations, or such
other investment objectives as may be adopted from time to time by the
Managing General Partners.
3.3 Investment Policies and Restrictions. The investment
policies and restrictions of the Partnership shall be the investment
policies and restrictions set forth in the Partnership's then current
Prospectus or Statement of Additional Information (hereinafter referred
to collectively as the "Prospectus"). Unless otherwise indicated in the
Prospectus, such investment policies and restrictions may be changed from
time to time by the Managing General Partners.
3.4 Other Authorized Activities. Subject to the limitations set
forth in this Partnership Agreement, the Partnership shall have the power
to purchase and sell securities, issue evidences of indebtedness in
connection with Partnership business, to join or become a partner in
limited or general partnerships and to do any and all other things and
acts, and to exercise any and all of the powers that a natural person
could do or exercise and which now or hereafter may be lawfully done or
exercised by a Delaware limited partnership.
4. GENERAL PARTNERS
4.1 Identity and Number. The names of the General Partners and
their last known business or residence address shall be set forth in the
Certificate of Limited Partnership, as it may be amended from time to
time; this same information, together with the amounts of the
contributions of each General Partner and their current Share ownership,
shall be set forth on the records of the Partnership. The General
Partners shall be identified as such on such records and also shall be
identified separately as Managing General Partners or Non-Managing General
Partners. The numbers of Managing and Non-Managing General Partners shall
be fixed by the Managing General Partners, provided, however, that the
number of General Partners shall at no time exceed eighteen.
4.2 Managing and Non-Managing General Partners. Only individuals
may act as Managing General Partners, and all General Partners who are
individuals shall act as Managing General Partners. Any General Partner
that is a corporation, association, partnership, joint venture or trust
shall act as a Non-Managing General Partner. Except as provided in
Section 4.4 hereof, a Non-Managing General Partner as such shall take no
part in the management, conduct or operation of the Partnership's business
and shall have no authority to act on behalf of the Partnership or to bind
the Partnership. All General Partners, including Managing and Non-
Managing General Partners, shall be subject to election and removal by the
Partners to the extent hereinafter provided.
4.3 General Partners' Contributions. (a) Each General Partner,
as such, shall make a contribution of cash to the Partnership sufficient
to purchase at least one Share (plus any applicable sales charge) and
shall continue to own unencumbered at least one such Share at all times
while serving as a General Partner. The amount contributed by each
General Partner shall be the amount actually invested in Shares of the
Partnership at their Net Asset Value, which amount shall not include any
sales charges and which amount may be less than the offering price paid
by such General Partner for his shares to the extent the offering price
includes any sales charges. The amount of such contributions and the
number of Shares owned by each General Partner shall be set forth in the
records of the Partnership.
(b) The Non-Managing General Partner shall, in its
capacity as such Non-Managing General Partner, be obligated to contribute
to the Partnership through the purchase of Shares from time to time
amounts sufficient to enable the General Partners, in the aggregate, to
maintain in their capacities as General Partners an interest in each
material item of Partnership income, gain, loss, deduction or credit equal
to at least 1% of each such item at all times during the existence of the
Partnership. If, upon termination of the Partnership, the General
Partners have a negative balance in their Capital Accounts, they shall in
their capacity as General Partners be obligated to make additional capital
contributions in cash equal to the lesser of (i) the negative balance in
their Capital Accounts or (ii) the amount, if any, by which 1.01% of the
total capital contributions of the Limited Partners exceeds the total
capital contributions of the General Partners prior to such termination.
For as long as the Non-Managing General Partner retains its status as
such, it shall not redeem or assign Shares held by it in its capacity as
the Non-Managing General Partner or otherwise accept distributions in cash
or property if such action would result in the failure of the General
Partners to maintain such an interest. In the event that the Non-Managing
General Partner is removed or stands for re-election and is not re-elected
by the Partners pursuant to Section 9 hereof, the Non-Managing General
Partner may, upon not less than thirty (30) days' written notice, redeem
its Shares in the same manner as is provided in Section 8 hereof. In the
event that the Non-Managing General Partner voluntarily withdraws or
declines to stand for reelection, the Non-Managing General Partner may,
upon not less than thirty (30) days' written notice following the
occurrence of such event, redeem its Shares in the same manner as provided
in Section 8. In the event that the Non-Managing General Partner is
removed, stands for reelection and is not re-elected, voluntarily
withdraws or declines to stand for reelection, the Managing General
Partners shall cause the Certificate of Limited Partnership to be amended
as provided in Section 14.4 hereof to reflect such withdrawal.
4.4 Management and Control. Subject to the terms of this
Partnership Agreement and the 1940 Act, the Partnership will be managed
by the Managing General Partners, who will have complete and exclusive
control over the management, conduct and operation of the Partnership's
business, and, except as otherwise specifically provided in this
Partnership Agreement, the Managing General Partners shall have the
rights, powers and authority, on behalf of the Partnership and in its name
to exercise all of the rights, powers and authority of partners of a
partnership without limited partners. Any Managing General Partner may,
by power of attorney, delegate his power to any other Managing General
Partner, provided that in no case shall less than two General Partners
personally exercise their other powers hereunder except as herein
otherwise expressly provided. The Managing General Partners may contract
on behalf of the Partnership with one or more banks, trust companies,
underwriters or investment advisers for the performance of such functions
as the Managing General Partners may determine, but subject always to
their continuing supervision, including, without limitation, the
investment and reinvestment of all or part of the Partnership's assets and
execution of portfolio transactions, the distribution of Shares, and any
or all administrative functions. The Managing General Partners may appoint
officers or agents to perform such duties on behalf of the Partnership and
the Managing General Partners as the Managing General Partners deem
desirable. Such officers or agents need not be General or Limited
Partners. The Managing General Partners may also employ persons to perform
various duties on behalf of the Partnership as employees of the
Partnership. The Managing General Partners shall devote themselves to the
Partnership's business to the extent they may determine necessary for the
efficient conduct thereof, which need not, however, occupy their full
time. The General Partners may also engage in other businesses, whether
or not similar In nature to the business of the Partnership, subject to
the limitations of the 1940 Act.
In the event that no Managing General Partner shall remain
for the purpose of managing and conducting the business of the
Partnership, the Non-Managing General Partner shall promptly call a
meeting of the Limited Partners, to be held within sixty (60) days of the
date the last Managing General Partner ceases to act in such capacity, to
elect new Managing General Partners. For the period of time during which
no Managing General Partner shall remain, the Non-Managing General
Partner, subject to the terms and provisions of this Partnership
Agreement, shall be permitted to engage in the management, conduct and
operation of the business of the Partnership.
4.5 Action by the Managing General Partners. Unless otherwise
required by the 1940 Act with respect to any particular action, the
Managing General Partners shall act only by vote of a majority of the
Managing General Partners at a meeting duly called at which a quorum of
the Managing General Partners is present or by unanimous written consent
of the Managing General Partners without a meeting. At any meeting of the
General Partners, a majority of the Managing General Partners shall
constitute a quorum. Any or all of the Managing General Partners may
participate in a meeting by means of a conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other at the same time; and participation by
such means shall constitute presence in person at a meeting. in there
shall be more than one Managing General Partner, no single Managing
General Partner shall have authority to act on behalf of the Partnership
or to bind the Partnership unless authorized by the Managing General
Partners. The Managing General Partners shall appoint one of their number
to be Chairman. Meetings of the Managing General Partners may be called
orally or in writing by the Chairman or by any two Managing General
Partners. Notice of the time, date and place of all meetings of the
Managing General Partners shall be given by the party or parties calling
the meeting to each Managing General Partner by telephone or telegram sent
to his home or business address at least twenty-four hours in advance of
the meeting or by written notice mailed to his home or business address
at least seventy-two hours in advance of the meeting. Notice need not be
given to any Managing General Partner who attends the meeting without
objecting to the lack of notice or who executes a written waiver of notice
with respect to the meeting. The Chairman, if present, shall preside at
all meetings of Partners. Notwithstanding anything contained in this
Partnership Agreement, the Managing General Partners may designate one (1)
or more committees to act on behalf of the Managing General Partners.
4.6 Limitations on the Authority of the Managing General
Partners. The Managing General Partners shall have no authority without
the vote or written consent or ratification of the Limited Partners to:
(a) do any act in contravention of this Partnership
Agreement, as it may be amended from time to time;
(b) do any act which would make it impossible to carry on
the ordinary activities of the Partnership;
(c) confess a judgment against the Partnership;
(d) possess Partnership property, or assign their rights
in specific property, for other than a Partnership purpose;
(e) admit a person as a General Partner except in
accordance with Section 9 hereof; or
(f) admit a person as a Limited Partner, except in
accordance with Section 5 hereof.
4.7 Right of General Partners to Become Limited Partners. A
General Partner may also own Shares as a Limited Partner without obtaining
the consent of the Limited Partners and thereby become entitled to all the
rights of a Limited Partner to the extent of the Limited Partnership
Interest so acquired. Such event shall not, however, be deemed to reduce
or otherwise affect any of the General Partners' liability hereunder as
a General Partner. If a General Partner shall also become a Limited
Partner, the contributions and Share ownership of such General Partner
shall be separately designated in the records of the Partnership to
reflect his interest in each capacity.
4.8 Termination of a General Partner. (a) The interest of a
General Partner shall terminate and such person shall have no further
right or power to act as a General Partner (except to execute any
amendment to this Partnership Agreement to evidence his termination):
(i) upon death of the General Partner;
(ii) upon an adjudication of incompetency of the
General Partner;
(iii) if such General Partner is removed pursuant to
Subsection (c) of this Section 4.8 or stands for reelection and is not
reelected by the Partners, as provided in Section 9 below;
(iv) in the case of the Non-Managing General Partner,
upon the filing of a certificate of dissolution, or its equivalent, or a
voluntary or involuntary petition in bankruptcy for such Non-Managing
General Partner; or
(v) If such General Partner voluntarily withdraws or
retires upon not less than ninety (90) days' written notice to the other
General Partners.
(b) Notwithstanding the foregoing, the Non-Managing
General Partner shall not voluntarily withdraw or otherwise voluntarily
terminate its status as the Non-Managing General Partner until the
earliest of (i) 180 days from the date that the Non-Managing General
Partner gives the other General Partners written notice of Its intention
to withdraw as a Non-Managing General Partner, (ii) the date that a
successor Non-Managing General Partner, who has agreed to assume the
obligations of a Non-Managing General Partner as set forth in Section
1.3(b) hereof, is appointed by the Managing General Partners pursuant to
Section 4.9 hereof or elected by the Partners pursuant to Section 9
hereof, or (iii) the date that another General Partner assumes the
obligations imposed upon the Non-Managing General Partner pursuant to
Section 4.3(b) hereof. The failure of the Non-Managing General Partner
to seek reelection at any meeting of the Partners called for such purpose
shall be deemed to constitute a voluntary withdrawal as of the date of
such meeting and shall constitute written notice as at the date of notice
of such meeting of its intention to withdraw as a Non-Managing General
Partner, unless it has delivered written notice at an earlier date.
(c) Any Managing General Partner may be removed at any
time by vote of, or a written instrument signed by, at least two-thirds
of the Managing General Partners prior to such removal, specifying the
date when such removal shall become effective. A Managing General Partner
may also be removed after Limited Partners holding of record not less than
two-thirds of the outstanding Shares have declared that such Managing
General Partner be removed from that office by a declaration in writing
signed by such Limited Partners and filed with the custodian of the assets
of the Partnership or by votes cast by such Limited Partners in person or
by proxy at a meeting called for such purpose. Solicitation of such a
declaration shall be deemed a solicitation of a proxy within the meaning
of Section 20(a) of the 1940 Act.
(d) In the event a General Partner ceases to be a General
Partner, the remaining General Partners shall have the right to continue
the operations of the Partnership.
(e) Termination of a person's status as a General Partner
shall not affect his status, if any, as a Limited Partner. A General
Partner may retain Shares owned in his capacity as a Limited Partner
provided such General Partner has been or is admitted to Partnership as
a Limited Partner in accordance with Section 5.2.
(f) A person who ceases to be a General Partner shall
nevertheless be deemed to be acting as a General Partner with respect to
a third party doing business with the Partnership until an amended
Certificate of Limited Partnership is filed with the Secretary of State.
4.9 Additional or Successor General Partners. In case a vacancy
shall, by reason of the withdrawal or termination of a General Partner,
an increase in the number of General Partners or for any other reason
exist, the remaining Managing General Partners, if any, shall fill such
vacancy by appointing such other person as General Partner as they in
their discretion may see fit. Such appointment shall be evidenced by a
written instrument signed by a majority of the Managing General Partners
whereupon the appointment shall take effect. Within 90 days after such
appointment the Managing General Partners shall cause notice of such
appointment to be mailed to each Limited Partner at his address as
recorded on the books of the Partnership and shall cause to be filed with
the Secretary of State an amended Certificate of Limited Partnership
reflecting the appointment of such General Partner. An appointment of a
General Partner may be made by the Managing General Partners and notice
thereof mailed to the Limited Partners as aforesaid in anticipation of a
vacancy to occur by reason of retirement, withdrawal or increase in the
number of General Partners effective at a later date, provided that said
appointment shall become effective only at or after the effective date of
said retirement, withdrawal or increase in the number of General Partners.
A person also may be added or substituted as a General Partner upon his
election and admission by the Partners at a meeting of Partners or by
written consent without a meeting as provided in Section 9 hereof. Each
General Partner, by becoming a General Partner, consents to the admission
as an added or substituted General Partner of any person appointed by the
Managing General Partners or elected by the Partners in accordance with
this Partnership Agreement. Any person who is appointed or elected to be
admitted as a General Partner and who shall not be serving as a General
Partner at the time of such appointment or election, shall be admitted to
the Partnership as a General Partner effective as of the date of such
appointment or election. Any General Partner who stands for re-election
and is not re-elected at any such meeting in the manner specified in
Section 9 shall be deemed to have withdrawn as of the date of such
meeting.
4.10 Liability to Limited Partners. The General Partners
shall not be personally liable for the repayment of any amounts standing
in the account of a Limited Partner or holder of Shares including, but not
limited to, contributions with respect to such Shares, except by reason
of their willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of their office. Any
payment, other than in the event of willful misfeasance, bad faith, gross
negligence 1 or reckless disregard of the duties involved in the conduct
of his office by a General Partner, which results in a personal liability
to Limited Partners or holders of Shares, shall be solely from the
Partnership's assets.
So long as the General Partners have acted in good faith and
in a manner reasonably believed to be in the best interests of the Limited
Partners, the General Partners shall not have any personal liability to
any holder of Shares or to any Limited Partner by reason of (1) any
failure to withhold income tax under Federal or state tax laws with
respect to income allocated to Limited Partners or (2) any change in the
Federal or state tax laws or in the interpretation thereof as they apply
to the Partnership, the holders of the Shares or the Limited Partners,
whether such change occurs through legislative, judicial or administrative
action.
4.11 Assignment and Substitution. Each Share held by a
General Partner in his capacity as a General Partner shall be designated
as such, and each such Share shall be non-assignable, except to another
person who already is a General Partner, and then only with the consent
of the Managing General Partners, and shall be redeemable by the
Partnership only in the event that (i) the holder thereof has ceased to
be a General Partner of the Partnership or (ii) in the opinion of counsel
for the Partnership redemption of Shares held by a General Partner would
not jeopardize the status of the Partnership as a partnership for Federal
income tax purposes.
4.12 No Agency. Except as provided In Section 15.9 below,
nothing in this Partnership Agreement shall be construed as establishing
any General Partner as an agent of any Limited Partner.
4.13 Reimbursement and Compensation. Managing General
Partners may receive reasonable compensation for their services as
Managing General Partners and will be reimbursed for all reasonable out-
of-pocket expenses incurred in performing their duties hereunder, as
provided in Section 10.1.
4.14 Indemnification. (a) Subject to the exceptions and
limitations contained in Subsection (b) below:
(i) Every person who is, or has been, a General
Partner, an officer and/or Director of a Non-Managing General Partner or
an officer of the Partnership (each hereinafter referred to as a "Covered
Person") shall be indemnified by the Partnership to the fullest extent
permitted by law against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue
of his being or having been a General Partner, an officer and/or Director
of a Non-Managing General Partner or an officer of the Partnership and
against amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim", "action", "suit" or
"proceeding" shall apply to all claims, actions, suits or proceedings
(civil, criminal or other, including appeals), actual or threatened while
in office or thereafter, and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts
paid in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Covered Person:
(i) who shall have been finally adjudicated by a
court or other body before which the proceeding was brought (A) to be
liable to the Partnership or its Partners by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office or (B) not to have acted in
good faith in the reasonable belief that his action was in the best
interests of the Partnership;
(ii) in the event of a settlement, or other
disposition not involving a final adjudication as provided in Subsection
(b)(i) unless there has been a determination that such Covered Person did
not engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office,
(A) by the court or other body approving the
settlement or other disposition;
(B) by vote of at least a majority of those Managing
General Partners who are neither interested persons (as
defined in the 1940 Act) of the Partnership nor are
parties to the matter based upon a review of readily
available facts (as opposed to a full trial-type
inquiry); or
(C) by written opinion of independent legal counsel,
based upon a review of readily available facts (as
opposed to a full trial-type inquiry); provided, however,
that any Partner may, by appropriate legal proceedings,
challenge any such determination by the Managing General
Partners, or by independent counsel; or
(iii) who shall have acted outside the scope of the
Managing General Partners' authority.
(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Partnership, shall be
severable, shall not be exclusive of or affect any other rights to which
any Covered Person may now or hereafter be entitled, shall continue as to
a person who has ceased to be such General Partner, officer and/or
Director of a Non-Managing General Partner or officer of the Partnership
and shall inure to the benefit of the heirs, executors and administrators
of such a person. Nothing contained herein shall affect any rights to
indemnification to which Partnership personnel, other than Covered
Persons, and other persons may be entitled by contract or otherwise under
law.
(d) Expenses incurred in connection with the preparation
and presentation of a defense to any claim, action, suit or proceeding of
the character described in Subsection (a) of this Section 4.14 shall be
paid by the Partnership from time to time in advance prior to final
disposition thereof upon receipt of an undertaking by or on behalf of such
Covered Person that such amount will be paid over by him to the
Partnership if it is ultimately determined that he is not entitled to
indemnification under this Section 4.14; provided, however, that either
(i) such Covered Persons shall have provided appropriate security for such
undertaking, (ii) the Partnership is insured against losses arising out
of any such advance payments, or (iii) either a majority of the Managing
General Partners who are neither interested persons (as defined in the
1940 Act) of the Partnership nor are parties to the matter, or independent
legal counsel in a written opinion, shall have determined, based upon a
review of readily available facts to believe that such Covered Person will
be found entitled to indemnification under this Section 4.14.
5. LIMITED PARTNERS
5.1 Identity of Limited Partners. The names of the Limited
Partners and their last known business or residence addresses, together
with the amounts of their contributions and their current Share ownership,
shall be set forth in the records of the Partnership.
5.2 Admission of Limited Partners. The Managing General Partners
may admit a purchaser of Shares as a Limited Partner, upon (i) the
execution by such purchaser of such subscription documents and other
instruments as the Managing General Partners may deem necessary or
desirable to effectuate such admission, which documents shall be described
in the Partnership's Registration Statement, (ii) the purchaser's written
acceptance of all the terms and provisions of this Partnership Agreement,
including the power of attorney set forth in Section 15.9 hereof, as the
same may have been amended, and (iii) the listing of such purchaser as a
Limited Partner in the records of the Partnership. In no event shall the
consent or approval of any of the Limited Partners be required to
effectuate such admission. Each purchaser of a Share of the Partnership
who becomes a Limited Partner shall be bound by all the terms and
conditions of this Partnership Agreement including, without limitation,
the allocation of income, gains, losses, deductions and credits as
provided in Section 10.3. Notwithstanding anything in this Partnership
Agreement to the contrary, the Managing General Partners reserve the right
to refuse to admit any person as a Limited Partner if, in their judgment,
it would not be in the Partnership's best interests to admit such person.
At the sole discretion of and subject to the terms and conditions set by
the Managing General Partners, certificates certifying the ownership of
Shares may be issued in the form attached hereto in Appendix 1 or in such
form as shall be prescribed from time to time by the Managing General
Partners. In the event that the Managing General Partners authorize the
issuance of Share certificates, each Partner shall be entitled to a
certificate stating the number of Shares owned by him or her. Such
certificate shall be signed by an officer of the Partnership. Such
signatures may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by
the Partnership with the same effect as if he or she were such officer at
the time of its issue.
5.3 Contributions of the Limited Partners. The amount
contributed by each Limited Partner to the Partnership shall be the amount
actually invested in Shares of the Partnership at their Net Asset Value,
which amount shall not include any sales charges and which amount may be
less than the offering price paid by such Limited Partner for his Shares
to the extent the offering price includes any sales charges. All
contributions shall be made in U.S. dollars, which shall be invested in
Shares of the Partnership at Net Asset Value. The amount of such
contributions and. the number of Shares owned by each Partner shall be set
forth in the records of the Partnership.
5.4 Additional Contributions of Limited Partners. No Limited
Partner shall be required to make any additional contributions to (or
investments in) or lend additional funds to the Partnership, and no
Limited Partner shall be liable for any additional assessment therefor.
A Limited Partner may make an additional contribution (or investment),
however, at his option through the purchase of additional Shares at the
then current offering price of such Shares, subject to the same terms and
conditions as his initial contribution.
5.5 Use of Contributions. The aggregate of all capital
contributions shall be, and hereby are agreed to be, available to the
Partnership to carry out the objects and purposes of the Partnership.
5.6 Redemption by Limited Partners. A Limited Partner may redeem
his Shares at any time in accordance with Section 8. The Managing General
Partners shall cause the records of the Partnership to be amended to
reflect the withdrawal of any Limited Partner or the return, in whole or
in part, of the contribution of any Limited Partner.
5.7 Minimum Contribution and Mandatory Redemption. The Managing
General Partners shall determine the minimum amounts required for the
initial or additional contributions of a Limited Partner, which amounts
may, from time to time, be changed by the Managing General Partners.
Additionally, the Managing General Partners may, from time to time,
establish a minimum total investment for Limited Partners, and there is
reserved to the Partnership the right to redeem automatically the interest
of any Limited Partner the value of whose investment is less than such
minimum upon the giving of at least 30 days' notice to such Limited
Partner. The amounts which the Managing General Partners shall fix from
time to time for initial or additional contributions and the amount of the
minimum total investment shall be stated in the Partnership's then current
Prospectus.
5.8 Limited Liability. (a) No Limited Partner shall be liable
for any debts or obligations of the Partnership and each Limited Partner
shall be indemnified by the Partnership against any such liability;
provided, however, that contributions of a Limited Partner and his share
of any undistributed assets of the Partnership shall be subject to the
risks of the operations of the Partnership and subject to the claims of
the Partnership's creditors, and provided further, that after any Limited
Partner has received the return of any part of his contribution or any
distribution of assets of the partnership, he will be liable to the
Partnership for:
(i) any money or other property wrongfully
distributed to him; and
(ii) any sum, not in excess of the amount of such
distribution, necessary to discharge any liabilities of the Partnership
to creditors who extended credit to the Partnership during the period
before such returns or distributions were made, but only to the extent
that the assets of the Partnership are not sufficient to discharge such
liabilities. The obligation of a Limited Partner to return all or any
part of a distribution made to him shall be the sole obligation of such
Limited Partner and not of the General Partners.
(b) If an action is brought against a Limited Partner to
satisfy an obligation of the Partnership, the Partnership, upon notice
from the Limited Partner about the action, will either pay the claim
itself or, if the Partnership believes the claim to be without merit, will
undertake the defense of the claim itself.
(c) The General Partners shall not have any personal
liability to any Holder of Shares or to any Limited Partner for the
repayment of any amounts standing in the account of a Limited Partner
including, but not limited to, contributions with respect to such Shares.
Any such payment shall be solely from the assets of the Partnership. The
General Partners shall not be liable to any Holder of Shares or to any
Limited Partner by reason of any change in the Federal income tax laws as
they apply to the Partnership and the Limited Partners, whether such
change occurs through legislative, judicial or administrative action, so
long as the General Partners have acted in good faith and in a manner
reasonably believed to be in the best interests of the Limited Partners.
5.9 No Power to Control Operations. A Limited Partner shall have
no right to and shall take no part in the management or control of the
Partnership's operations or activities, but may exercise the rights and
powers of a Limited Partner under this Partnership Agreement including,
without limitation, the voting rights and the giving of consents and
approvals provided for in Section 9 hereof. The exercise of such rights
and powers are deemed to be matters affecting the basic structure of the
Partnership and not the management or control of its operations and
activities.
5.10 Tax Responsibility. Each Limited Partner shall (a)
provide the Managing General Partners with any tax information which may
be required under applicable law, (b) pay any penalties imposed on such
Limited Partner for any noncompliance with applicable tax laws, and (c)
be subject to withholding of U.S. Federal income tax by the Partnership
to the extent required by U.S. laws in effect at any time.
6. SHARES OF PARTNERSHIP INTEREST
All interests in the Partnership, including contributions by the
General Partners, pursuant to Section 4.3, and by the Limited Partners,
pursuant to Section 5.3, shall be expressed in units of participation
herein referred to as "Shares" (which term includes fractional Shares).
Each Share shall represent an equal proportionate interest in the income
and assets of the Partnership with each other Share outstanding.
7. PURCHASE AND EXCHANGE OF SHARES
7.1 Purchase of Shares. The Partnership may offer Shares on a
continuing basis to investors. Except for the initial purchase of Shares
by the General Partners and the initial Limited Partner, all Shares issued
shall be issued and sold at the Net Asset Value (plus such sales charge
or other charge as may be applicable to the purchase of the Shares) next
computed after receipt of a purchase order in accordance with the
Partnership's Prospectus in effect at the time the order is received.
Only investors who agree to be admitted, and who are eligible for
admission, as Limited Partners pursuant to Section 5.2 shall be eligible
to purchase Shares (unless such investor has already been admitted as a
Partner). Orders for the purchase of Shares shall be accepted on any day
that the Partnership's Transfer Agent is open for business (which shall
normally be limited to those days when the New York Stock Exchange is open
for business). The form in which purchase orders may be presented shall
be as set forth in the Partnership's Prospectus In effect at the time the
order is received. The Managing General Partners on behalf of the
Partnership reserve the right to reject any specific order and to suspend
the Partnership's offering of new Shares at any time. Payment for all
Shares must be made in U.S. dollars.
7.2 Net Asset Value. The Net Asset Value per Share of the
Partnership shall be determined as of 3 p.m. Chicago time on each day the
New York Stock Exchange is open for trading or as of such other time or
times as the Managing General Partners may determine in accordance with
the provisions of the 1940 Act. The Net Asset Value per share shall be
expressed in U.S. dollars and shall be computed by dividing the value of
all the assets of the Partnership, less its liabilities, by the number of
Shares outstanding (including Shares held by General Partners). Portfolio
securities and other assets will be valued at their fair value using
methods determined in good faith by the Managing General Partners in
accordance with the 1940 Act. The Partnership may suspend the
determination of Net Asset Value during any period when the New York Stock
Exchange is closed, other than customary weekend and holiday closing,
during periods when trading on the Exchange is restricted as determined
by the Securities and Exchange Commission (the "Commission") or during any
emergency as determined by the Commission which makes it impracticable for
the Partnership to dispose of its securities or value its assets, or
during any other period permitted by order of the Commission for the
protection of investors.
7.3 Exchange of Shares. Shares of the Partnership may be
exchanged for (i.e., redeemed and the proceeds reinvested in) shares of
any other partnership in the Partnership Group in accordance with the
Partnership's Prospectus in effect at the time the exchange order is
received.
8. REDEMPTION OF SHARES
8.1 Redemption of Shares. The Partnership will redeem from any
Partner all or any portion of the Shares owned by him provided that the
Partner delivers to the Partnership or its designated agent notice of such
redemption, stating the number of Shares to be redeemed, together with a
properly endorsed Share certificate(s) where certificate(s) have been
issued, in good order and in proper form as determined by the Managing
General Partners and the Partnership's Transfer Agent. The Partner shall
be entitled to payment in U.S. dollars of the Net Asset Value of his
Shares (as set forth in Section 7.2 hereof), reduced by the amount of any
deferred sales charge or redemption fee that may be imposed as described
in the Prospectus, provided that the amount distributed is in accordance
with and does not exceed the positive book Capital Account balance of the
Partner. Any such redemption shall be in accordance with Section 4 with
respect to General Partners or Section 5 with respect to Limited Partners.
Any distribution upon redemption pursuant to this Section 8.1 shall, in
accordance with Section 10.4 below, constitute a return in full of the
redeeming Partner's contribution attributable to the Shares which are
redeemed regardless of the amount distributed with respect to such Shares.
No consent of any of the Partners shall be required for the withdrawal or
return of a Limited Partner's contribution. All redemptions shall be
recorded on the books of the Partnership.
The Managing General Partners may suspend redemptions and
defer payment of the redemption price at any time, subject to the Rules
and Regulations of the Commission.
8.2 Payment for Redeemed Shares. Payments for Shares redeemed
by the Partnership will be made at the time and in the manner set forth
in the Prospectus. Payment for redeemed Shares may, at the option of the
Managing General Partners or such officer or officers as they may duly
authorize for this purpose, in their complete discretion, be made in cash,
or in kind, or partially in cash and partially in kind. In case of payment
in kind, the Managing General Partners, or their delegate, shall have
absolute discretion as to what security or securities shall be distributed
in kind and the amount of the same, and the securities shall be valued for
purposes of distribution at the amount at which they were appraised in
computing the Net Asset Value of the Shares, provided that any Partner who
cannot legally acquire securities so distributed in kind by reason of the
prohibitions of the 1940 Act shall receive cash.
9. MATTERS AFFECTING THE PARTNERSHIP'S BASIC STRUCTURE
9.1 Rights of Limited Partners. (a) The Limited Partners shall
have the right to vote together with the General Partners, in accordance
with the provisions of this Section 9, only upon the following matters
affecting the basic structure of the Partnership, which include the
voting, approval, consent or similar rights required under the 1940 Act
for voting security holders:
(i) the right to remove General Partner(s) as set forth
in Section 4.8(c);
(ii) the right to elect or ratify the appointment of new
General Partner(s) (subject to the requirements of Section 9.9), but only
to the extent such ratification or election is required by the 1940 Act
or the Partnership Act;
(iii) the right to approve or terminate investment
advisory, underwriting and distribution and servicing contracts and plans;
(iv) the right to ratify or reject the appointment and to
terminate the employment of the independent public accountants of the
Partnership;
(v) the right to approve or disapprove the merger or
consolidation of the Partnership with or into one or more other limited
partnerships or the sale of all or substantially all of the assets of the
Partnership;
(vi) the right to approve the incurrence of indebtedness
by the Partnership other than in the ordinary course of business;
(vii) the right to approve transactions in which the
General Partners have an actual or potential conflict of interest with the
Limited Partners or the Partnership;
(viii) the right to terminate the Partnership, as
provided in Section 12 hereof;
(ix) the right to elect to continue the operations of the
Partnership (subject to the requirements of Section 9.9); and
(x) the right to amend this Partnership Agreement,
including, without limitation, the right to approve or disapprove proposed
changes in the Partnership's investment policies and restrictions;
provided, however, that no such amendment shall conflict with the 1940 Act
so long as the Partnership intends to remain registered thereunder, nor
affect the liability of the General Partners without their consent nor the
limited liability of the Limited Partners as provided under Section 5.8
above.
Notwithstanding the foregoing, the right of Limited
Partners to vote on matters affecting the basic structure of the
Partnership as designated herein shall not be construed as a requirement
that all such matters be submitted to the Limited Partners for their
approval or be so approved to the extent such approval is not required by
the Partnership Act, the 1940 Act or this Partnership Agreement.
(b) Notwithstanding the foregoing, no vote, approval or
other consent shall be required of the Limited Partners with respect to
any matter not affecting the basic structure of the Partnership,
including, without limitation, the following: (i) any change in the amount
or character of the contribution of any Limited Partner; (ii) any change
in the procedures for the purchase or redemption of Shares; (iii) the
substitution or deletion of a Limited Partner; (iv) the admission of any
additional Limited Partner; (v) the retirement, resignation, death or
incompetency of a Managing General Partner; (vi) any addition to the
duties or obligations of the General Partners, or any reduction in the
rights or powers granted to the General Partners herein, for the benefit
of the Limited Partners; (vii) any change in the name or investment
objectives of the Partnership; (viii) the correction of any false or
erroneous statement, or change in any statement in order to make such
statement accurately represent the agreement among the General and Limited
Partners, in this Partnership Agreement; (ix) the addition of any omitted
provision or amendment of any provision to cure, correct or supplement any
ambiguous, defective or inconsistent provision hereof; or (x) such
amendments as may be necessary to conform this Partnership Agreement to
the requirements of the Partnership Act, the 1940 Act, the Tax Code or any
other law or regulation applicable to the Partnership.
(c) The Limited Partners shall have no right or power to
cause the termination and dissolution of the Partnership except as set
forth in this Partnership Agreement. No Limited Partner shall have the
right to bring an action for partition against the Partnership.
9.2 Actions of the Partners. Actions which require the vote of
the Limited Partners under Section 9.1 of this Partnership Agreement shall
be taken at a meeting of both the General and Limited Partners, or by
consent without a meeting as provided in Section 9.10. All Partners'
meetings shall be held at such place as the Managing General Partners
shall designate. The Partners may vote at any such meeting in person or
by proxy.
9.3 Meetings. Meetings of the Partnership for the purpose of
taking any action which the Limited Partners are permitted to take under
this Partnership Agreement may be called by a majority vote of the
Managing General Partners or upon written request by Limited Partners
representing 10% or more of the outstanding Shares. Written notice of
such meeting shall be given in accordance with Section 9.4.
9.4 Notices. (a) Whenever Partners are required or permitted to
take any action at a meeting, a written notice of the meeting shall be
given not less than ten (10), nor more than sixty (60), days before the
date of the meeting to each Partner entitled to vote at the meeting. The
notice shall state the place, date and hour of the meeting and the general
nature of the business to be transacted.
(b) Notice of a Partner's meeting or any report shall be
given either personally or by mail or other means of written
communication, addressed to the Partner at the address of the Partner
appearing on the books of the Partnership or given by the Partner to the
Partnership for the purpose of notice. A notice or report shall be deemed
to have been given at the time when delivered personally or deposited in
the mail or sent by other means of written communication. An affidavit
of mailing of any notice or report in accordance with the provisions of
this Subsection (b), executed by a General Partner, shall be prima facie
evidence of the giving of the notice or report.
If any notice or report addressed to the Partner at the
address of the Partner appearing on the books of the Partnership is
returned to the Partnership marked to indicate that the notice or report
to the Partner could not be delivered at such address, all future notices
or reports shall be deemed to have been duly given without further mailing
if they are available to the Partner at the principal executive office of
the Partnership for a period of one year from the date of the giving of
the notice or report to all other Partners.
(c) Upon written request to the General Partners by any
person entitled to call a meeting of Partners, the General Partners
immediately shall cause notice to be given to the Partners entitled to
vote that a meeting will be held at a time requested by the person calling
the meeting, not less than ten (10), nor more than sixty (60), days after
the receipt of the request. If the notice is not given within twenty (20)
days after receipt of the request, the person entitled to call the meeting
may instead give such notice.
9.5 Validity of Vote for Certain Matters. Any Partner approval
at a meeting, other than unanimous approval by those entitled to vote,
with respect to the matters set forth in Section 9.1(a) shall be valid
only if the general nature of the proposal so approved was stated in the
notice of meeting or in any written waiver of notice.
9.6 Adjournment. When a Partners' meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Partnership may
transact any business which might have been transacted at the original
meeting. If the adjournment is for more than forty-five (45) days or if
after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Partner
of record entitled to vote at the meeting in accordance with Section 9.4.
9.7 Waiver of Notice and Consent to Meeting. The transactions
of any meeting of Partners, however called and noticed, and wherever held,
are as valid as though conducted at a meeting duly held after regular call
and notice, if a quorum is present either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote
and not present in person or by proxy signs a written waiver of notice or
a consent to the holding of the meeting or an approval of the minutes
thereof. All waivers, consents and approvals shall be filed with the
Partnership records or made a part of the minutes of the meeting.
Attendance at a meeting shall constitute a waiver of notice of the
meeting, except when the Partner objects at the beginning of the meeting
on the grounds that the meeting is not lawfully called or convened and
except that attendance at a meeting is not a waiver of any right to object
to the consideration of matters required to be included in the notice of
the meeting but not so included, if the objection is expressly made at the
meeting. Neither the business to be transacted at nor the purpose of any
meeting of Partners need be specified in any written waiver of notice,
except as provided in Section 9.6.
9.8 Quorum. The presence in person or by proxy of more than
forty percent (40%) of the outstanding Shares on the record date for any
meeting constitutes a quorum at such meeting. The Partners present at a
duly called or held meeting at which a quorum is present may continue to
transact business until adjournment notwithstanding the withdrawal of
enough Partners to leave less than a quorum, if any action taken (other
than adjournment) is approved by a majority vote of those Partners present
(except as otherwise may be required by the 1940 Act or the Partnership
Act). In the absence of a quorum, any meeting of Partners may be
adjourned from time to time by the vote of a majority in interest of the
Partners represented either in person or by proxy, but no other business
may be transacted except as provided in this Section 9.8. The Managing
General Partners may adjourn such meeting to such time or times as
determined by the Managing General Partners.
9.9 Required Vote. Any action which requires the vote of the
Limited Partners shall be adopted by (i) the Majority Vote of the then
outstanding Shares or (ii) if at a meeting, a majority vote of those
Shares present if the quorum requirements of Section 9.8 hereof have been
satisfied (except as otherwise may be required by the 1940 Act or the
Partnership Act); provided, however, that the admission of a General
Partner when there is no remaining or surviving General Partner or an
election to continue the operations of the Partnership when there is no
remaining or surviving General Partner shall require the affirmative vote
of all the Limited Partners.
9.10 Action by Consent Without a Meeting. Any action which
may be taken at any meeting of the Partners may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be
signed by Partners having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting. In the
event the Limited Partners are requested to consent to a matter without
a meeting, each Partner shall be given notice of the matter to be voted
upon in the same manner as described In Section 9.4. In the event any
General Partner, or Limited Partners representing 10% or more of the
outstanding Shares, request a meeting for the purpose of discussing or
voting on the matter, notice of such meeting shall be given in accordance
with Section 9.4 and no action shall be taken until such meeting is held.
Unless delayed in accordance with the provisions of the preceding
sentence, any action taken without a meeting will be effective ten (10)
days after the required minimum number of Partners have signed the
consent; however, the action will be effective immediately if the General
Partners and Limited Partners representing at least 90% of the shares of
the Partners have signed the consent.
9.11 Record Date. (a) In order that the Partnership may
determine the Partners of record entitled to notice of or to vote at any
meeting, or entitled to receive any distribution or to exercise any rights
in respect of any other lawful action, the Managing General Partners, or
Limited Partners representing more than 10% of the Shares then
outstanding, may fix, in advance, a record date which is not more than
sixty (60) nor less than ten (10) days prior to the date of the meeting
and not more than sixty (60) days prior to any other action. If no record
date is fixed:
(i) The record date for determining Partners entitled
to notice of or to vote at a meeting of Partners shall be at the close of
business on the business day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the business
day next preceding the day on which the meeting is held.
(ii) The record date for determining Partners entitled
to give consent to Partnership action in writing without a meeting shall
be the first day on which the first written consent is given.
(iii) The record date for determining Partners for any
other purpose shall be at the close of business on the day on which the
Managing General Partners adopt it, or the sixtieth (60th) day prior to
the date of the other action, whichever is later.
(b) The determination of Partners of record entitled to
notice of or to vote at a meeting of Partners shall apply to any
adjournment of the meeting unless the Managing General Partners, or the
Limited Partners who called the meeting, fix a new record date for the
adjourned meeting, but the Managing General Partners, or the Limited
Partners who called the meeting, shall fix a new record date if the
meeting is adjourned for more than forty-five (45) days from the date set
for the original meeting.
(c) Any Holder of a Share prior to the record date for a
meeting shall be entitled to vote at such meeting, provided such person
becomes a Partner prior to the date of the meeting.
9.12 Proxies. A Partner may vote at any meeting of the
Partnership by a proxy executed in writing by the Partner. All such
proxies shall be filed with the Partnership before or at the time of the
meeting. The law of Delaware pertaining to corporate proxies will be
deemed to govern all Partnership proxies as if they were proxies with
respect to shares of a Delaware corporation. A proxy may be revoked by
the person executing the proxy in a writing delivered to the Managing
General Partners at any time prior to its exercise. Notwithstanding that
a valid proxy is outstanding, powers of the proxy holder will be suspended
if the person executing the proxy is present at the meeting and elects to
vote in person.
9.13 Number of Votes. All Shares have equal voting rights.
Each Partner shall have the right to vote the number of Shares standing
of record in such Partner's name as of the record date set forth in the
notice of meeting.
9.14 Communication Among Limited Partners. Whenever ten (10)
or more Limited Partners of record of the Partnership who have been such
for at least six months preceding the date of application, and who hold
in the aggregate either Shares having a net asset value of at least
$25,000 or at least 1 per centum of the outstanding Shares, whichever is
less, shall apply to the Managing General Partners in writing, stating
that they wish to communicate with other Partners with a view to obtaining
signatures to a request for a meeting of Shareholders pursuant to Section
9.3 and accompanied by a form of communication and request which they wish
to transmit, the Managing General Partners shall within five business days
after receipt of such application either:
(a) afford to such applicants access to a list of the
names and addresses of all Partners as recorded on the books of the
Partnership;
(b) inform such applicants as to the approximate number
of Partners of record and the approximate cost of mailing to them the
proposed communication and form of request.
If the Managing General Partners elect to follow the course
specified in Subsection (b) of this Section 91.14, the Managing General
Partners, upon the written request of such applicants, accompanied by a
tender of the material to be mailed and of the reasonable expenses of
mailing, shall, with reasonable promptness, mail such material to all
Partners of record at their addresses as recorded on the books of the
Partnership, unless within five business days after such tender the
Managing General Partners shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement signed by at least a majority of the Managing General Partners
to the effect that in their opinion either such material contains untrue
statements of fact or omits to state facts necessary to make the
statements contained therein not misleading, or would be in violation of
applicable law, and specifying the basis of such opinion.
After the Commission has had an opportunity for hearing upon
the objections specified in the written statement so filed by the Managing
General Partners, the Managing General Partners or such applicants may
demand that the Commission enter an order either sustaining one or more
of such objections or refusing to sustain any of such objections. in the
Commission shall enter an order refusing to sustain one or more of such
objections, the Commission shall find, after notice and opportunity for
hearing, that all objections so sustained have been met, and shall enter
an order so declaring, the Managing General Partners shall mail copies of
such material to all Partners with reasonable promptness after the entry
of such order and the renewal of such tender.
The provisions of Section 4.8(c), Section 9.3 and this
Section 9.14 may not be amended or repealed without the vote of a majority
of the Managing General Partners and a majority of the outstanding Shares;
provided, however, that such provisions shall be deemed null, void,
inoperative and removed from this Partnership Agreement upon the
effectiveness of any amendment to the 1940 Act which eliminates them from
Section 16 of the 1940 Act or the effectiveness of any successor Federal
law governing the operating of the Partnership which does not contain such
provisions.
10. DISTRIBUTIONS AND ALLOCATION OF PROFITS AND LOSSES
10.1 Fees of General Partners. As compensation for services
rendered to the Partnership, each Managing General Partner may be paid a
fee during each year, which fee shall be fixed by the Managing General
Partners. All the General Partners shall be entitled to reimbursement of
reasonable expenses incurred by them in connection with their performance
of their duties as General Partners. Neither payment of compensation or
reimbursement of expenses to a General Partner hereunder nor payment of
fees to any Affiliate of a General Partner for the performance of services
to the Partnership shall be deemed a distribution for purposes of Section
10.2, nor shall any such payment affect such person's right to receive any
distribution to which he would otherwise be entitled as a Holder of
Shares.
10.2 Distributions of Income and Gains. Subject to the
provisions of the Partnership Act and the terms of Section 10.4 hereof,
the Managing General Partners in their sole discretion shall determine the
amounts, if any, to be distributed to Holders of Shares, the record date
for purposes of such distributions and the time or times when such
distributions shall be made. Distributions of income may be in cash (U.S.
Dollars) or in additional full and fractional Shares of the Partnership
valued at the Net Asset Value on the record date. With respect to net
capital gains, if any, the Managing General Partners may determine
annually what portion, if any, of the Partnership's capital gains will be
distributed and any such distribution may be in cash or in additional full
and fractional Shares of the Partnership at the Net Asset Value on the
record date. Notwithstanding the foregoing, the Managing General Partners
shall not be required to make any distribution of income or capital gains
for any taxable year.
10.3 Allocation of Income, Gains, Losses, Deductions and
Credits. The net income, gains, losses, deductions and credits of the
Partnership shall be allocated equally among the outstanding Shares of the
Partnership on a regular basis to be determined by the Managing General
Partner. The net income earned by the Partnership shall consist of the
interest accrued on portfolio securities, less expenses, since the most
recent determination of income. Amortization of original issue discount
will be treated as an income item. Market discount, if any, will be
treated as income items except as otherwise required for Federal income
tax purposes. Any permissible Federal income tax elections or methods
regarding original issue discount, market discount and amortization of
bond premium shall be made at the discretion of the Managing General
Partners. Expenses of the Partnership will be accrued on a regular basis
to be determined by the Managing General Partners. A Holder of a Share
shall be allocated with the proportionate part of such items actually
realized by the Partnership for each such full accrual period during which
such Share was owned by such Holder. A person shall be deemed to be a
Holder of a Share on a specific day if he is the record holder of such
Share on such day (regardless of whether or not such record holder has yet
been admitted as a Partner).
10.4 Returns of Contributions. Except upon dissolution of the
Partnership by expiration of its term or otherwise pursuant to Section 12
hereof (which shall be the time for return to each Partner of his
contributions, subject to the priorities therein), and except upon
redemption of Shares of the Partnership as provided in Section 8, no
Partner has the right to demand the return of any part of his
contribution. The Managing General Partners may, however, from time to
time, elect to permit partial returns of contributions to Holders of
Shares, provided that:
(a) all liabilities of the Partnership to persons other
than General and Limited Partners have been paid or, in the good faith
determination of the Managing General Partners, there remains property of
the Partnership sufficient to pay them; and
(b) the Managing General Partners cause the records of the
Partnership to be amended to reflect a reduction in contributions.
In the event that the Managing General Partners elect to make
a partial return of contributions to Holders of Shares, such distribution
shall be made to all of the Holders of Shares in accordance with their
positive book Capital Account balances. Each General and Limited Partner,
by becoming such Partner, consents to any such pro rata distribution
therefore or thereafter duly authorized and made in accordance with such
provisions and to any distribution through redemption of Shares pursuant
to Section 8 above.
10.5 Capital Accounts. Unless additional capital accounts are
required to be maintained for accounting purposes in accordance with
generally accepted accounting principles, the Partnership shall generally
maintain one Capital Account for each Partner. Each Capital Account shall
be credited with the Partner's capital contributions and share of profits,
shall be charged with such partner's share of losses, distributions and
withholding taxes (if any) and shall otherwise appropriately reflect
transactions of the Partnership and the Partners. At the end of each day,
the Capital Accounts of all Partners shall be adjusted to reflect the
Partnership's income (or loss) which has accrued for that day. The
Capital Accounts will be subject to further adjustment as provided by
Section 10.6. Additional adjustments shall then be made to reflect any
purchases and redemptions of Shares by the Partners. A Substituted Limited
Partner shall be deemed to succeed to the Capital Account of the Partner
whom such Substituted Limited Partner replaced.
10.6 Allocations of Capital Gains and Losses and Additional
Rules.
(a) Short Term Gains and Losses. At the end of every month,
short term capital gains and losses for that month will be allocated and
credited (or charged in the event of losses) to each Partner's Capital
Account for those Partners of record as of the last day of that month,
based upon the number of outstanding Shares of the Partnership as of the
last day of the month.
(b) Long Term Gains and Losses. At the end of every year
(or shorter period at the discretion of the Managing General Partners),
long term capital gains and losses for that year will be allocated and
credited (or charged in the event of losses) to each Partner's Capital
Account for those Partners of record as of the last day of that year (or
shorter period at the discretion of the Managing General Partners), based
upon the number of outstanding Shares of the Partnership as of the last
day of the year.
(c) Minimum Gain Chargeback. In the event that there is a
net decrease in the Partnership's Minimum Gain during any taxable year and
any Partner has a negative Capital Account (after taking into account
reductions for items described in paragraphs (4), (5) and (6) of Treasury
Department Regulations Section 1.704-1(b)(2)(ii)(d)) and such negative
balance exceeds the sum of mount that such Partner is obligated to restore
upon liquidation of the Partnership and (ii) such Partner's share of the
Minimum Gain at the end of such taxable year, such Partner shall be
allocated Partnership profits for such year (and, if necessary, subsequent
years) in an amount necessary to eliminate such excess negative balance
as quickly as possible. Allocations of profits to such Partners having
such excess negative Capital Accounts shall be made in proportion to the
amounts of such excess negative Capital Account balances. The term
"Minimum Gain" means the excess of the outstanding balances of all
nonrecourse indebtedness which is secured by property of the Partnership
over the adjusted basis of such property for Federal income tax purposes,
as computed in accordance with the provisions of Treasury Department
Regulations Section 1.704-1(b)(4)(iv)(c). A Partner's share of Minimum
Gain shall be computed in accordance with Treasury Department Regulations
Section 1.704-1(b)(4)(iv)(f).
(d) Qualified Income Offset. Notwithstanding anything in
Sections 10.3 and 10.6 to the contrary, in the event any Partner
unexpectedly receives any adjustments, allocations or distributions
described in Treasury Department Regulations Sections 1.704-
1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6),
items of Partnership income and gain shall be specially allocated to such
Partner in an amount and manner sufficient to eliminate the deficit
balance in his Capital Account (in excess of (i) the amount he is
obligated to restore liquidation of the Partnership or upon liquidation
of his interest in the Partnership and his share of the Minimum Gain)
created by such adjustments, allocations or distributions as quickly as
possible.
(e) Conformance with Treasury Regulations. Allocations
pursuant to the Partnership Agreement may further be modified by the
Managing General Partners, if necessary, in order to comply with existing
or future Treasury Regulations.
11. ASSIGNMENT OF SHARES; SUCCESSOR IN INTEREST;
SUBSTITUTION OF PARTNERS
11.1 Prohibition on Assignment. Except for redemptions as
provided in Section 8, a Partner shall not have the right to sell,
transfer or assign his Shares to any other person, but may pledge them as
collateral.
11.2 Rights of the Holders of Shares as Collateral or Judgment
Creditor. In the event that any person who is holding Shares as
collateral or any judgment creditor becomes the owner of such Shares due
to foreclosure or otherwise, such person shall not have the right to be
substituted as a Limited Partner, but shall only have the rights, upon the
presentation of evidence satisfactory to the Managing General Partners of
his right to succeed to the interests of the Limited Partner, set forth
immediately below:
(a) to redeem the Shares in accordance with the provisions
of Section 8 hereof; and
(b) to receive any distributions made with respect to such
Shares.
Upon receipt by the Partnership of evidence satisfactory to
the Managing General Partners of his ownership of Shares, the owner shall
become a Holder of Record of the subject Shares and his name shall be
recorded on the books of record of the Partnership maintained for such
purpose either by the Partnership or its Transfer Agent. Such owner shall
be liable to return any excess distributions pursuant to Section 5.8(a).
However, such owner shall have none of the rights or obligations of a
Substituted Limited Partner unless and until he is admitted as such. In
addition, a creditor who makes a non-recourse loan to the Partnership must
not have or acquire, at any time as a result of making the loan, any
direct or indirect interest in the profits, capital or property of the
Partnership other than as secured creditor.
11.3 Death, Incompetency, Bankruptcy or Termination of the
Existence of a Partner. In the event of the death or an adjudication of
incompetency or bankruptcy of an individual Partner (or, in the case of
a Partner that is a corporation, association, partnership, joint venture
or trust, an adjudication of bankruptcy, dissolution or other termination
of the existence of such Partner), the successor in interest of such
Partner (including without limitation the Partner's executor,
administrator, guardian, conservator, receiver or other legal
representative), upon the presentation of evidence satisfactory to the
Managing General Partners of his right to succeed to the interests of the
Partner, shall have the rights set forth below:
(a) to redeem the Shares of the Partner in accordance with
the provisions of Section 8 hereof;
(b) to receive any distributions made with respect to such
Shares; and
(c) to be substituted as a Limited Partner upon compliance
with the conditions of the admission of a Limited Partner as provided in
Sections 5 and 11 hereof.
Upon receipt by the Partnership of evidence satisfactory to
the Managing General Partners of his right to succeed to the interests of
the Partner, the successor in interest shall become a Holder of Record of
the subject Shares and his name shall be recorded on the books of record
of the Partnership maintained for such purpose either by the Partnership
or its Transfer Agent.
11.4 Substituted Limited Partners. (a) A person shall not become
a Substituted Limited Partner unless the Managing General Partners consent
to such substitution (which consent may be withheld in their absolute
discretion) and receive such instruments and documents (including those
specified in Section 5.2), and such reasonable transfer fees as the
Managing General Partners may require.
(b) The original Limited Partner shall cease to be a
Limited Partner, and the person to be substituted shall become a
Substituted Limited Partner, as of the date on which the person to be
substituted has satisfied the requirements set forth above and as of the
date the records of the Partnership are amended to reflect his admission
as a Substituted Limited Partner. Thereafter the original Limited Partner
shall have no rights or obligations with respect to the Partnership
insofar as the Shares transferred to the Substituted Limited Partner are
concerned.
(c) Unless and until a person becomes a Substituted
Limited Partner, his status and rights shall be limited to the rights of
a Holder of Shares pursuant to Sections 11.3(a) and 11.3(b). A Holder of
Shares who does not become a Substituted Limited Partner shall have no
right to inspect the Partnership's books or to vote on any of the matters
on which a Limited Partner would be entitled to vote. A Holder of Shares
who has become a Substituted Limited Partner has all the rights and
powers, and is subject to the restrictions and liabilities, of a Limited
Partner under this Partnership Agreement.
(d) Any person admitted to the Partnership as a
Substituted Limited Partner shall be subject to and bound by the
provisions of this Partnership Agreement as if originally a party to this
Partnership Agreement.
12. DISSOLUTION AND TERMINATION OF THE PARTNERSHIP
12.1 Dissolution. The Partnership shall be dissolved and its
affairs shall be wound up upon the happening of the first to occur of the
following:
(a) the stated term of the Partnership has expired unless
the Partners by a Majority Vote have previously amended the Partnership
Agreement to establish a different term;
(b) the Partnership has disposed of all of its assets;
(c) a General Partner has ceased to be a General Partner
and the remaining General Partners elect not to continue the operations
of the Partnership;
(d) there is only one General Partner remaining and such
General Partner has ceased to be a General Partner as set forth in Section
4.8; provided, however, that if the last remaining or surviving General
Partner ceases to be a General Partner other than by removal, the Limited
Partners may agree by unanimous vote to continue the operations of the
Partnership and to admit one or more General Partners in accordance with
this Partnership Agreement;
(e) a decree of judicial dissolution has been entered by
a court of competent jurisdiction; or
(f) the Partners by a Majority Vote have voted to dissolve
the Partnership.
12.2 Liquidation. (a) In the event of dissolution as provided
in Section 12.1, the assets of the Partnership shall be distributed as
follows:
(i) all of the Partnership's debts and liabilities
to persons (including Partners to the extent permitted by law) shall be
paid and discharged, and any reserve deemed necessary by the Managing
General Partners for the payment of such debts shall be set aside; and
(ii) the balance of the assets of the Partnership (and
any reserves not eventually used to satisfy debts of the Partnership)
shall be distributed pro rata to the Partners in accordance with their
positive book Capital Account balances.
(b) Upon dissolution, each Partner shall look solely to
the assets of the Partnership for the return of his capital contribution
and shall be entitled only to a distribution of Partnership property and
assets in return thereof. If the Partnership property remaining after the
payment or discharge of the debts and liabilities of the Partnership is
insufficient to return the capital contribution of each Limited Partner,
such Limited Partner shall have no recourse against any General Partner,
the assets of any other partnership of which any General Partner is a
partner, or any other Limited Partner. The winding up of the affairs of
the Partnership and the distribution of its assets shall be conducted
exclusively by the Managing General Partners, who are authorized to do any
and all acts and things authorized by law for these purposes. In the event
of dissolution where there is no remaining General Partner, and there is
a failure to appoint a new General Partner, the winding up of the affairs
of the Partnership and the distribution of its assets shall be conducted
by such persons as may be selected by Majority Vote, which person is
hereby authorized to do any and all acts and things authorized by law for
these purposes.
12.3 Termination. Upon the completion of the distribution of
Partnership assets as provided in this Section and the termination of the
Partnership, the General Partner(s) or other person acting as liquidator
(or the Limited Partners, if necessary) shall cause the Certificate of
Limited Partnership of the Partnership to be cancelled and shall take such
other actions as may be necessary to legally terminate the Partnership.
13. BOOKS, RECORDS, ACCOUNTS AND REPORTS
13.1 Books and Records. The Partnership shall maintain at its
principal office or at the offices of its investment adviser,
administrator, custodian, Transfer Agent or other agent appointed by the
Partnership such books and records as are required by the 1940 Act or
necessary for the operation of the Partnership.
13.2 Limited Partners' Access to Information. (a) Each
Limited Partner shall have the right, subject to such reasonable standards
as may be established by the Managing General Partners, to obtain from the
Managing General Partners from time to time upon reasonable demand for any
purpose reasonably related to the Limited Partner's interest as a Limited
Partner:
(1) True and full information regarding the status
of the business and financial condition of the Partnership;
(2) Promptly after becoming available, a copy of the
Partnership's Federal, state and local income tax returns for each year;
(3) A current list of the name and last known
business, residence or mailing address of each Partner;
(4) A copy of the Partnership Agreement and
Certificate of Limited Partnership and all amendments thereto, together
with copies of any powers of attorney pursuant to which the Partnership
Agreement and any Certificate of Limited Partnership and all amendments
thereto have been executed;
(5) True and full information regarding the amount
of cash and a description and statement of the agreed value of any other
property or services contributed by each Partner and which each Partner
has agreed to contribute in the future, and the date on which each became
a Partner; and
(6) Such other Information regarding the affairs of
the Partnership as is just and reasonable.
(b) The Managing General Partners shall cause to be
transmitted to each Partner such other reports and information as shall
be required by the 1940 Act, the Partnership Act or the Tax Code.
13.3 Accounting Basis and Fiscal Year. The Partnership's
books and records (i) shall be kept on a basis chosen by the Managing
General Partners in accordance with the accounting methods followed by the
Partnership for Federal income tax purposes and otherwise in accordance
with generally accepted accounting principles applied in a consistent
manner, (ii) shall reflect all Partnership transactions, (iii) shall be
appropriate and adequate for the Partnership's business and for the
carrying out of all provisions of this Partnership Agreement, and (iv)
shall be closed and balanced at the end of each Partnership fiscal year.
The fiscal year of the Partnership shall be the calendar year.
13.4 Tax Returns. The Managing General Partners, at the
Partnership's expense, shall cause to be prepared any income tax or
information returns required to be made by the Partnership and shall
father cause such returns to be timely filed with the appropriate
authorities.
13.5 Filings with Regulatory Agencies. The Managing General
Partners, at the Partnership's expense, shall cause to be prepared and
timely filed with appropriate Federal and state regulatory and
administrative bodies, all reports required to be filed with such entitles
under then current applicable laws, rules and regulations.
13.6 Tax Matters and Notice Partners. The Managing General
Partners shall designate one or more General Partners as the "Tax Matters
Partner" and the "Notice Partner" of the Partnership in accordance with
Sections 6231(a)(7) and (8) of the Tax Code, and each such Partner shall
have no personal liability arising out of his good faith performance of
his duties in such capacity. The "Tax Matters Partner" is authorized, at
the Partnership's sole cost and expense, to represent the Partnership and
each Limited Partner in connection with all examinations of the
Partnership's affairs by tax authorities, including any resulting
administrative and judicial proceedings. Each Limited Partner agrees to
cooperate with the Managing General Partners and to do or refrain from
doing any and all things reasonably required by the Managing General
Partners to conduct such proceedings. The Managing General Partners shall
have the right to settle any audits without the consent of the Limited
Partners.
14. AMENDMENTS OF PARTNERSHIP DOCUMENTS
14.1 Amendments in General. Except as otherwise provided in
this Partnership Agreement, the Partnership Agreement may be amended only
by the General Partners.
14.2 Amendments Without Consent of Limited Partners. In
addition to any amendments otherwise authorized herein and except as
otherwise provided, amendments may be made to this Partnership Agreement
from time to time by the General Partners without the consent of the
Limited Partners, including, without limitation, amendments: (i) to
reflect the retirement, resignation, death or incompetency of a Managing
General Partner; (ii) to add to the duties or obligations of the General
Partners, or to surrender any right or power granted to the General
Partners herein, for the benefit of the Limited Partners; (iii) to change
the name or investment objective of the Partnership; (iv) to correct any
false or erroneous statement, or to make a change in any statement in
order to make such statement accurately represent the agreement among the
General and Limited Partners; (v) to supply any omission or to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof; or (vi) to make such amendments as may be necessary to conform
this Partnership Agreement to the requirements of the Partnership Act, the
1940 Act, the Tax Code or any other law or regulation applicable to the
Partnership, as now or hereafter in effect.
14.3 Amendments Needing Consent of Affected Partners.
Notwithstanding any other provision of this Partnership Agreement, without
the consent of the Partner or Partners to be affected by any amendment to
this Agreement, this Partnership Agreement may not be amended to (i)
convert a Limited Partner's interest into a General Partner's interest,
(ii) modify the limited liability of a Limited Partner, (iii) alter the
interest of a Partner in income, gain, loss, deductions, credits and
distributions, or (iv) increase, add or alter any obligation of any
Limited Partner.
14.4 Amendments to Certificate of Limited Partnership. (a)
The Managing General Partners shall cause to be filed with the Secretary
of State, within ninety (90) days after the happening of any of the
following events, an amendment to the Certificate of Limited Partnership
reflecting the occurrence of any of the following events:
(i) The admission of a new General Partner;
(ii) The withdrawal of a General Partner; or
(iii) A change in the name of the Partnership, or,
except as provided in Sections 17-104(b) and (c) of the Partnership Act,
a change in the address of the registered office or a change in the name
or address of the registered agent of the Partnership.
(b) A Managing General Partner shall cause to be filed
with the Secretary of State an amendment to the Certificate of Limited
Partnership correcting any false or erroneous material statement contained
in the Certificate of Limited Partnership promptly after the discovery of
such false or erroneous statement by such Managing General Partner.
(c) Any Certificate of Limited Partnership filed or
recorded in jurisdictions other than Delaware shall be amended as required
by applicable law.
(d) The Certificate of Limited Partnership may also be
amended at any time in any other manner deemed appropriate by the General
Partners.
14.5 Amendments After Change of Law. This Partnership
Agreement and any other Partnership documents may be amended and refiled,
if necessary, by the General Partners without the consent of the Limited
Partners if there occurs any change that permits or requires an amendment
of this Partnership Agreement under the Partnership Act or of any other
Partnership document under applicable law, so long as no Partner is
adversely affected (or consent is given by such Partner).
15. MISCELLANEOUS Provisions
15.1 Notices. (a) Any written notice, offer, demand or
communication required or permitted to be given by any provision of this
Partnership Agreement, unless otherwise specified herein, shall be deemed
to have been sufficiently given for all purposes if delivered personally
to the person to whom the same is directed or if sent by first class mail
addressed (i) if to a General Partner, to the principal place of business
and office of the Partnership specified in this Partnership Agreement and
(ii) if to a Limited Partner, to such Limited Partner's address of record;
provided, however, that notice given by any other means shall be deeded
sufficient if actually received by the person to whom it is directed.
(b) Except as otherwise specifically provided herein, any
such notice that is sent by first class mail shall be deemed to be given
two (2) days after the date on which such notice is mailed.
(c) The Managing General Partners may change the
Partnership's address for purposes of this Partnership Agreement by giving
written notice of such change to the Limited Partners, and any Limited
Partner may change his address for purposes of this Partnership Agreement
by giving written notice of such change to the Managing General Partners,
in the manner herein provided for the giving of notices.
15.2 Section Headings. The Section headings in this Partnership
Agreement are inserted for convenience and identification only and are in
no way intended to define or limit the scope, extent or intent of this
Partnership Agreement or any of the provisions hereof.
15.3 Construction. Whenever the singular number is used herein,
the same shall include the plural; and the neuter, masculine and feminine
genders shall include each other, as applicable. If any language is
stricken or deleted from this Partnership Agreement, such language shall
be deemed never to have appeared herein and no other implication shall be
drawn therefrom. The language in all parts of this Partnership Agreement
shall be in all cases construed according to its fair meaning and not
strictly for or against the General Partners or the Limited Partners.
15.4 Severability. If any covenant, condition, term or provision
of this Partnership Agreement is illegal, or if the application thereof
to any person or in any circumstance shall to any extent be judicially
determined to be invalid or unenforceable, the remainder of this
Partnership Agreement, or the application of such covenant, condition,
term or provision to persons or in circumstances other than those to which
it is held invalid or unenforceable, shall not be affected thereby, and
each remaining covenant, condition, term and provision of this Partnership
Agreement shall be valid and enforceable to the fullest extent permitted
by law.
15.5 Governing Law. Notwithstanding the place where this
Partnership Agreement may be executed by any of the parties hereto, the
parties expressly agree that all the terms and provisions hereof shall be
construed under the laws of the State of Delaware and that the Partnership
Act as now adopted and as may be hereafter amended from time to time shall
govern the partnership aspects of this Partnership Agreement.
15.6 Counterparts. This Partnership Agreement may be executed
in one or more counterparts, each of which shall, far all purposes, be
deemed an original and all of such counterparts, taken together, shall
constitute one and the same Partnership Agreement.
15.7 Entire Agreement. This Partnership Agreement and the
separate subscription agreements of each Limited Partner and General
Partner constitute the entire agreement of the parties as to the subject
matter hereof. All prior agreements among the parties as to the subject
matter hereof, whether written or oral, are merged herein and shall be of
no force or effect. This Partnership Agreement cannot be changed, modified
or discharged orally, but only by an agreement in writing. There are no
representations, warranties or agreements other than those set forth in
this Partnership Agreement and such separate subscription agreements, if
any.
15.8 Cross-References. All cross-references in this Partnership
Agreement, unless specifically directed to another agreement or document,
refer to provisions in this Partnership Agreement.
15.9 Power of Attorney to the General Partners. (a) Each Partner
hereby makes, constitutes and appoints each Managing General Partner and
any person designated by the Managing General Partners, with full
substitution, his agent and attorney-in-fact in his name, place and stead,
to take any and all actions and to make, execute, swear to and
acknowledge, amend, file, record and deliver the following documents and
any other documents deemed by the Managing General Partners necessary for
the operations of the Partnership: (i) any Certificate of Limited
Partnership or Certificate of Amendment thereto, required or permitted to
be filed on behalf of the Partnership, and any and all certificates as
necessary to qualify or continue the Partnership as a limited partnership
or partnership wherein the Limited Partners thereof have limited liability
in the states where the Partnership may be conducting activities, and all
instruments which effect a change or modification of the Partnership in
accordance with this Partnership Agreement; (ii) this Partnership
Agreement and any amendments thereto in accordance with this Partnership
Agreement; (iii) any other instrument which is now or which may hereafter
be required or advisable to be filed for or on behalf of the Partnership;
(iv) any document which may be required to effect the continuation of the
Partnership, the admission of an additional Limited Partner or Substituted
Limited Partner, or the dissolution and termination of the Partnership
(provided such continuation, admission or dissolution and termination is
in accordance with the terms of this Partnership Agreement), or to reflect
any reductions or additions in the amount of the contributions of
Partners, in each case having the power to execute such instruments on his
behalf, whether the undersigned approved of such action or not;
and (v) any document containing any investment representations and/or
representations relating to the citizenship, residence and tax status
required by any state or Federal law or regulation.
(b) This Power of Attorney is a special Power of Attorney
coupled with an interest, and shall not be revoked and shall survive the
transfer by any Limited Partner of all or part of his interest in the
Partnership and, being coupled with an interest, shall survive the death
or disability or cessation of the existence as a legal entity of any
Limited Partner; except that where the successor in interest has been
approved by said attorney for admission to the Partnership as a
Substituted Limited Partner, this Power of Attorney shall survive the
transfer for the sole purpose of enabling said attorney to execute,
acknowledge and file any instrument necessary to effectuate such
substitution.
(c) Each Limited Partner hereby gives and grants to his
said attorney under this Power of Attorney full power and authority to do
and perform each and every act and thing whatsoever requisites necessary
or appropriate to be done in or in connection with this Power of Attorney
as fully to all intents and purposes as he might or could do if personally
present, hereby ratifying all that his said attorney shall lawfully do or
cause to be done by virtue of this Power of Attorney.
(d) The existence of this Power of Attorney shall not
preclude execution of any such instrument by the undersigned individually
on any such matter. A person dealing with the Partnership may conclusively
presume and rely on the fact that any such instrument executed by such
agent and attorney-in-fact is authorized, regular and binding without
further inquiry.
(e) The appointment of each Managing General Partner and
each designee of that General Partner as attorney-in-fact pursuant to this
Power of Attorney automatically shall terminate as to such person at such
time as he ceases to be a General Partner and from such time shall be
effective only as to substitute or additional General Partners admitted
in accordance with this Partnership Agreement and his designees.
15.10 Further Assurances. The Limited Partners will execute
and deliver such further instruments and do such further acts and things
as may be required to carry out the intent and purposes of this
Partnership Agreement.
15.11 Successors and Assigns. Subject in all respects to the
limitations on transferability contained herein, this Partnership
Agreement shall be binding upon, and shall inure to the benefit of, the
heirs, administrators, personal representatives, successors and assigns
of the respective parties hereto.
15.12 Waiver of Action for Partition. Each of the parties
hereto irrevocably waives during the term of the Partnership and during
the period of its liquidation following any dissolution, any right that
he may have to maintain any action for partition with respect to any of
the assets of the Partnership.
15.13 Creditors. None of the provisions of this Partnership
Agreement shall be for the benefit of or enforceable by any of the
creditors of the Partnership or the Partners.
15.14 Remedies. The rights and remedies of the Partners
hereunder shall not be mutually exclusive, and the exercise by any Partner
of any right to which he is entitled shall not preclude the exercise of
any other right he may have.
15.15 Custodian. All assets of the Partnership shall be held
by a custodian meeting the requirements of the 1940 Act, and may be
registered in the name of the Partnership or such custodian or nominee.
The terms of the custodian agreement shall be determined by the Managing
General Partners.
15.16 Use of Name "First Trust". Clayton Brown & Associates,
Inc., as the initial distributor of Shares, hereby consents to the use by
the Partnership of the name "First Trust" as part of the Partnership's
name; provided, however, that such consent shall be conditioned upon the
employment of Clayton Brown & Associates, Inc. or one of its affiliates
(collectively "Clayton Brown") as an investment adviser of the
Partnership. The name "First Trust" or any variation thereof may be used
from time to time in other connections and for other purposes by Clayton
Brown and other investment companies that have obtained consent to use the
name "First Trust." Clayton Brown shall have the right to require the
Partnership to cease using the name "First Trust" as part of the
Partnership's name if the Partnership ceases, for any reason, to employ
Clayton Brown as its investment adviser. Future names adopted by the
Partnership for itself, insofar as such names include identifying words
requiring the consent of Clayton Brown, shall be the property of Clayton
Brown and shall be subject to the same terms and conditions.
15.17 Authority. Each individual executing this Partnership
Agreement on behalf of a partnership, corporation, or other entity
warrants that he is authorized to do so and that this Partnership
Agreement will constitute the legal binding obligation of the entity which
he represents.
15.18 Signatures. The signature of a Managing General Partner
or an officer or agent of the Partnership duly appointed by the Managing
General Partners shall be sufficient to bind the Partnership to any
agreement or on any document, including, but not limited to, documents
drawn or agreements made in connection with the acquisition or disposition
of any assets.
<PAGE>
Investment Adviser
OPPENHEIMER MANAGEMENT CORPORATION
Two World Trade Center
New York, New York 10048-0203
Distributor
CENTENNIAL ASSET MANAGEMENT CORPORATION
P.O. BOX 5270
Denver, Colorado 80217
Sub-Distributor
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
P.O. Box 5143
Denver, Colorado 80217
Transfer Agent
SHAREHOLDER SERVICES, INC.
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048 (from inside the U.S.)
303-671-3200 (from outside the U.S.)
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.
1600 Broadway
Denver, Colorado 80202
<PAGE>
CENTENNIAL AMERICA FUND, L.P.
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 December 31, 1994 - See Part
B: Filed herewith.
(4) Statement of Assets and Liabilities at December 31, 1994 -
See Part B: Filed herewith.
(5) Statement of Operations for the year ended December 31,
1994 - See Part B: Filed herewith.
(6) Statements of Changes in Net Assets for the year ended
December 31, 1994 - See Part B: Filed herewith.
(7) Notes to Financial Statements - See Part B: Filed herewith.
(b) Exhibits
(1) (a) Form of Agreement of Limited Partnership dated 4/27/87
- - See Part B.
(b) (i) Amended and Restated Certificate of Limited
Partnership dated 6/26/90: Previously filed with Registrant's
Post-Effective Amendment No. 6, 5/1/91, and refiled herewith pursuant to
Item 102 of Regulation S-T.
(ii) Certificate of Amendment to Certificate of
Limited Partnership dated 11/29/91: Previously filed with Registrant's
Post-Effective Amendment No. 10, 4/30/92, and refiled herewith pursuant
to Item 102 of Regulation S-T.
(iii) Certificate of Amendment to Certificate of
Limited Partnership dated 12/17/91: Previously filed with Registrant's
Post-Effective Amendment No. 10, 4/30/92, and refiled herewith pursuant
to Item 102 of Regulation S-T.
(iv) Amendment to Certificate of Limited Partnership
dated August 30, 1993: Filed with Registrant's Post-Effective Amendment
No. 12, 4/15/94, and incorporated herein by reference.
(v) Amendment to Certificate of Limited Partnership
dated October 26, 1993: Filed with Registrant's Post-Effective Amendment
No. 12, 4/15/94, and incorporated herein by reference.
(2) Form of Operating Procedures: Previously filed with
Post-Effective Amendment No. 6 to Registrant's Registration Statement,
5/1/91, and refiled herewith pursuant to Item 102 of Regulation S-T.
(3) Not applicable.
(4) Specimen Share Certificate: Previously filed with Post-
Effective Amendment No. 8, 2/28/92, to Registrant's Registration Statement
and refiled herewith pursuant to Item 102 of Regulation S-T.
(5) Investment Advisory Agreement dated November 29, 1990:
Previously filed with Registrant's Post-Effective Amendment No. 5, 3/4/91,
to Registrant's Registration Statement and refiled herewith pursuant to
Item 102 of Regulation S-T.
(6) (a) General Distributor's Agreement with Centennial Asset
Management Corp. dated October 13, 1992: Previously filed with
Registrant's Post-Effective Amendment No. 12, 4/15/94, and incorporated
herein by reference.
(b) Sub-Distributor's Agreement dated May 28, 1993,
between Centennial Asset Management Corporation and Oppenheimer Funds
Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34,
4/21/94, to the Registration Statement of Daily Cash Accumulation Fund,
Inc. and incorporated herein by reference.
(c) Form of Dealer Agreement of Centennial Asset
Management Corp.: Previously filed with Post-Effective Amendment No. 23
of the Registration Statement of Centennial Government Trust, 1/1/94,
(Reg. No. 2-75912) and incorporated herein by reference.
(d) Form of Oppenheimer Funds Distributor, Inc. Dealer
Agreement: Filed with Post-Effective Amendment No. 4 of Oppenheimer Main
Street Funds, Inc. (Reg. 33-17850), 9/30/94 and incorporated herein by
reference.
(7) Not applicable.
(8) Custodian Agreement dated 6/1/90 with Citibank, N.A.:
Previously filed with Post-Effective Amendment No. 5, 3/4/91, to
Registrant's Registration Statement and refiled herewith pursuant to Item
102 of Regulation S-T.
(9) Not applicable.
(10) Opinion and Consent of Counsel: Previously filed and
refiled herewith pursuant to Item 102 of Regulation S-T.
(11) Independent Auditors' Consent: Filed herewith.
(12) Not applicable.
(13) Subscription Agreement and Investment letter: Previously
Filed with Registrant's Registration Statement and incorporated herein by
reference.
(14) Not applicable.
(15) Service Plan and Agreement between Registrant and
Centennial Asset Management Corporation under Rule 12b-1 dated August 24,
1993: Previously filed with Registrant's Post-Effective Amendment No. 12,
4/15/94, and incorporated herein by reference.
(16) Performance Data Computation Schedule: Filed herewith.
(17) Financial Data Schedule: Filed herewith.
Item 25. Persons Controlled by or under Common Control with Registrant
None
Item 26. Number of Holders of Securities
Number of
Record Holders as
Title of Class of March 29, 1995
Shares of Beneficial Interest 201
Item 27. Indemnification
Reference is made to Section 4.14 of Registrant's Agreement of
Limited Partnership included in Part B of this Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to general partners, 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 general partner, officer or controlling person of Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such general partner, officer or controlling person, Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
(a) Oppenheimer 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 Oppenheimer Management Corporation is, or at any
time during the past two fiscal years has been, engaged for his/her own
account or in the capacity of director, officer, employee, partner or
trustee.
Name & Current Position
with Oppenheimer Other Business and Connections
Management Corporation During the Past Two Years
- ----------------------- ------------------------------
Lawrence Apolito, None.
Vice President
James C. Ayer, Jr., Vice President and Portfolio Manager of
Assistant Vice President Oppenheimer Gold & Special Minerals Fund and
Oppenheimer Global Emerging Growth Fund.
Victor Babin, None.
Senior Vice President
Robert J. Bishop Assistant Treasurer of the OppenheimerFunds
Assistant Vice President (listed below); previously a Fund Controller
for Oppenheimer Management Corporation (the
"Manager").
George Bowen Treasurer of the New York-based
Senior Vice President OppenheimerFunds; Vice President, Secretary
and Treasurer and Treasurer of the Denver-based
OppenheimerFunds. Vice President and
Treasurer of Oppenheimer Funds Distributor,
Inc. (the "Distributor") and HarbourView
Asset Management Corporation
("HarbourView"), an investment adviser
subsidiary of OMC; Senior Vice President,
Treasurer, Assistant Secretary and a
director of Centennial Asset Management
Corporation ("Centennial"), an investment
adviser subsidiary of the Manager; 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
the OMC.
Michael A. Carbuto, Vice President and Portfolio Manager of
Vice President Oppenheimer Tax-Exempt Cash Reserves,
Centennial California Tax Exempt Trust,
Centennial New York Tax Exempt Trust and
Centennial Tax Exempt Trust; Vice President
of Centennial.
William Colbourne, Formerly, Director of Alternative Staffing
Assistant Vice President Resources, and Vice President of Human
Resources, American Cancer Society.
Lynn Coluccy, Vice President Formerly Vice President\Director of Internal
Audit of the Manager.
O. Leonard Darling, Formerly Co-Director of Fixed Income for
Executive Vice President State Street Research & Management Co.
Robert A. Densen, None.
Vice President
Robert Doll, Jr., Vice President and Portfolio Manager of
Executive Vice President Oppenheimer Growth Fund and Oppenheimer
Target Fund; Senior Vice President and
Portfolio Manager of Strategic Income &
Growth Fund.
John Doney, Vice President Vice President and Portfolio Manager of
Oppenheimer Equity Income Fund.
Andrew J. Donohue, Secretary of the New York-based
Executive Vice President OppenheimerFunds; Vice President of the
& General Counsel 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.
Kenneth C. Eich, Treasurer of Oppenheimer Acquisition
Executive Vice President/ Corporation
Chief Financial Officer
George Evans, Vice President Vice President and Portfolio Manager of
Oppenheimer Global Securities Fund.
Scott Farrar, Assistant Treasurer of the OppenheimerFunds;
Assistant Vice President previously a Fund Controller for the
Manager.
Katherine P.Feld Vice President and Secretary of Oppenheimer
Vice President and Funds Distributor, Inc.; Secretary of
Secretary HarbourView, Main Street Advisers, Inc. and
Centennial; Secretary, Vice President and
Director of Centennial Capital Corp.
Jon S. Fossel, President and director of Oppenheimer
Chairman of the Board, Acquisition Corp. ("OAC"), the Manager's
Chief Executive Officer parent holding company; President, CEO and
and Director a director of HarbourView; a director of SSI
and SFSI; President, Director, Trustee, and
Managing General Partner of the Denver-based
OppenheimerFunds; formerly President of the
Manager. President and Chairman of the Board
of Main Street Advisers, Inc.
Robert G. Galli, Trustee of the New York-based
Vice Chairman OppenheimerFunds; Vice President and Counsel
of OAC; formerly he held the following
positions: a director of the Distributor,
Vice President and a director of HarbourView
and Centennial, a director of SFSI and SSI,
an officer of other OppenheimerFunds and
Executive Vice President & General Counsel
of the Manager and the Distributor.
Linda Gardner, None.
Assistant Vice President
Ginger Gonzalez, Formerly 1st Vice President/Director of
Vice President Creative Services for Shearson Lehman
Brothers.
Dorothy Grunwager, None.
Assistant Vice President
Caryn Halbrecht, Vice President and Portfolio Manager of
Vice President Oppenheimer Insured Tax-Exempt Bond Fund and
Oppenheimer Intermediate Tax Exempt Bond
Fund; an officer of other OppenheimerFunds;
formerly Vice President of Fixed Income
Portfolio Management at Bankers Trust.
Barbara Hennigar, President and Director of Shareholder
President and Chief Financial Service, Inc.
Executive Officer of
Oppenheimer Shareholder
Services, a division of OMC.
Alan Hoden, Vice President None.
Merryl Hoffman, None.
Vice President
Scott T. Huebl, None.
Assistant Vice President
Jane Ingalls, Formerly a Senior Associate with Robinson,
Assistant Vice President Lake/Sawyer Miller.
Stephen Jobe, None.
Vice President
Avram Kornberg, Formerly a Vice President with Bankers
Vice President Trust.
Paul LaRocco, Portfolio Manager of Oppenheimer Capital
Assistant Vice President Appreciation Fund; Associate Portfolio
Manager of Oppenheimer Discovery Fund and
Oppenheimer Time Fund. Formerly a
Securities Analyst for Columbus Circle
Investors.
Mitchell J. Lindauer, None.
Vice President
Loretta McCarthy, None.
Senior Vice President
Bridget Macaskill, Director of HarbourView; Director of Main
President and Director Street Advisers, Inc.; and Chairman of
Shareholder Services, Inc.
Sally Marzouk, None.
Vice President
Denis R. Molleur, None.
Vice President
Kenneth Nadler, None.
Vice President
David Negri, Vice President and Portfolio Manager of
Vice President Oppenheimer Strategic Bond Fund, Oppenheimer
Multiple Strategies Fund, Oppenheimer
Strategic Investment Grade Bond Fund,
Oppenheimer Asset Allocation Fund,
Oppenheimer Strategic Diversified Income
Fund, Oppenheimer Strategic Income Fund,
Oppenheimer Strategic Income & Growth Fund,
Oppenheimer Strategic Short-Term Income
Fund, Oppenheimer High Income Fund and
Oppenheimer Bond Fund; an officer of other
OppenheimerFunds.
Barbara Niederbrach, None.
Assistant Vice President
Stuart Novek, Formerly a Director Account Supervisor for
Vice President J. Walter Thompson.
Robert A. Nowaczyk, None.
Vice President
Julia O'Neal, None.
Assistant Vice President
Robert E. Patterson, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Main Street California Tax-
Exempt Fund, Oppenheimer Insured Tax-Exempt
Bond Fund, Oppenheimer Intermediate Tax-
Exempt Bond Fund, Oppenheimer Florida Tax-
Exempt Fund, Oppenheimer New Jersey Tax-
Exempt Fund, Oppenheimer Pennsylvania Tax-
Exempt Fund, Oppenheimer California Tax-
Exempt Fund, Oppenheimer New York Tax-Exempt
Fund and Oppenheimer Tax-Free Bond Fund;
Vice President of the New York Tax-Exempt
Income Fund, Inc.; Vice President of
Oppenheimer Multi-Sector Income Trust.
Tilghman G. Pitts III, Chairman and Director of the Distributor.
Executive Vice President
and Director
Jane Putnam, Associate Portfolio Manager of Oppenheimer
Assistant Vice President Growth Fund and Oppenheimer Target Fund and
Portfolio Manager for Oppenheimer Variable
Account Funds-Growth Fund; Senior Investment
Officer and Portfolio Manager with Chemical
Bank.
Russell Read, Formerly an International Finance Consultant
Assistant Vice President for Dow Chemical.
Thomas Reedy, Vice President of Oppenheimer Multi-Sector
Vice President Income Trust and Oppenheimer Multi-
Government Trust; an officer of other
OppenheimerFunds; formerly a Securities
Analyst for the Manager.
David Rosenberg, Vice President and Portfolio Manager of
Vice President Oppenheimer Limited-Term Government Fund and
Oppenheimer U.S. Government Trust. Formerly
Vice President and Senior Portfolio Manager
for Delaware Investment Advisors.
Richard H. Rubinstein, Vice President and Portfolio Manager of
Vice President Oppenheimer Asset Allocation Fund,
Oppenheimer Fund and Oppenheimer Multiple
Strategies Fund; an officer of other
OppenheimerFunds; formerly Vice President
and Portfolio Manager/Security Analyst for
Oppenheimer Capital Corp., an investment
adviser.
Lawrence Rudnick, Formerly Vice President of Dollar Dry Dock
Assistant Vice President Bank.
Ellen Schoenfeld, None.
Assistant Vice President
Nancy Sperte, None.
Senior Vice President
Donald W. Spiro, President and Trustee of the New York-based
Chairman Emeritus OppenheimerFunds; formerly Chairman of the
and Director Manager and the Distributor.
Arthur Steinmetz, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Strategic Diversified Income
Fund, Oppenheimer Strategic Income Fund,
Oppenheimer Strategic Income & Growth Fund,
Oppenheimer Strategic Investment Grade Bond
Fund, Oppenheimer Strategic Short-Term
Income Fund; an officer of other
OppenheimerFunds.
Ralph Stellmacher, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Champion High Yield Fund and
Oppenheimer High Yield Fund; an officer of
other OppenheimerFunds.
John Stoma, Vice President Formerly Vice President of Pension Marketing
with Manulife Financial.
James C. Swain, Chairman, CEO and Trustee, Director or
Vice Chairman of the Managing Partner of the Denver-based
Board of Directors OppenheimerFunds; President and a Director
and Director of Centennial; formerly President and
Director of OAMC, and Chairman of the Board
of SSI.
James Tobin, Vice President None.
Jay Tracey, Vice President Vice President of the Manager; Vice
President and Portfolio Manager of
Oppenheimer Time Fund and Oppenheimer
Discovery Fund. Formerly Managing Director
of Buckingham Capital Management.
Gary Tyc, Vice President, Assistant Treasurer of the Distributor and
Assistant Secretary SFSI.
and Assistant Treasurer
Ashwin Vasan, Vice President of Oppenheimer Multi-Sector
Vice President Income Trust and Oppenheimer Multi-
Government Trust: an officer of other
OppenheimerFunds.
Valerie Victorson, None.
Vice President
John Wallace, Vice President and Portfolio Manager of
Vice President Oppenheimer Total Return Fund, and
Oppenheimer Main Street Income and Growth
Fund; an officer of other OppenheimerFunds;
formerly a Securities Analyst and Assistant
Portfolio Manager for the Manager.
Dorothy Warmack, Vice President and Portfolio Manager of
Vice President Daily Cash Accumulation Fund, Inc.,
Oppenheimer Cash Reserves, Centennial
America Fund, L.P., Centennial Government
Trust and Centennial Money Market Trust;
Vice President of Centennial.
Christine Wells, None.
Vice President
William L. Wilby, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Global Fund and Oppenheimer
Global Growth & Income Fund; Vice President
of HarbourView; an officer of other
OppenheimerFunds.
Carol Wolf, Vice President and Portfolio Manager of
Vice President 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; Vice President of
Centennial.
Robert G. Zack, Associate General Counsel of the Manager;
Senior Vice President Assistant Secretary of the OppenheimerFunds;
and Assistant Secretary Assistant Secretary of SSI, SFSI; an officer
of other OppenheimerFunds.
Eva A. Zeff, Vice President and Portfolio Manager of
Assistant Vice President Oppenheimer Mortgage Income Fund; an officer
of other OppenheimerFunds; formerly a
Securities Analyst for the Manager.
Arthur J. Zimmer, Vice President and Portfolio Manager of
Vice 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; Vice
President of Centennial; an officer of other
OppenheimerFunds.
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 Underwriters
(a) Oppenheimer Funds Distributor, Inc. is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which Oppenheimer 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>
Positions and
Name & Principal Positions & Offices Offices with
Business Address with Underwriter Registrant
- ---------------- ------------------- -------------
<S> <C> <C>
George Clarence Bowen+ Vice President & Treasurer Vice
President,
Secretary &
Treasurer
Christopher Blunt Vice President None
6 Baker Avenue
Westport, CT 06880
Julie Bowers Vice President None
21 Dreamwold Road
Scituate, MA 02066
Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825
Mary Ann Bruce* Senior Vice President - None
Financial Institution Div.
Robert Coli Vice President None
12 Whitetail Lane
Bedminster, NJ 07921
Ronald T. Collins Vice President None
710-3 E. Ponce DeLeon Ave.
Decatur, GA 30030
Ronald Corlew Vice President None
1020 Montecito Drive
Los Angeles, CA 90031
Mary Crooks+ Vice President None
Paul Della Bovi Vice President None
750 West Broadway
Apt. 5M
Long Beach, NY 11561
Andrew John Donohue* Executive Vice Vice President
President & Director
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
41 Craig Place
Cranford, NJ 07016
John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422
Gregory Farley Vice President - None
1116 Westbury Circle Financial Institution Div.
Eagan, MN 55123
Katherine P. Feld* Vice President & Secretary None
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
Wendy Fishler* Vice President - None
Financial Institution Div.
Wayne Flanagan Vice President - None
36 West Hill Road Financial Institution Div.
Brookline, NH 03033
Ronald R. Foster Vice President - None
11339 Avant Lane Eastern Division Manager
Cincinnati, OH 45249
Patricia Gadecki Vice President None
6026 First Ave. South,
Apt. 10
St. Petersburg, FL 33707
Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277
Mark Giles Vice President - None
5506 Bryn Mawr Financial Institution Div.
Dallas, TX 75209
Ralph Grant* Vice President/National None
Sales Manager - Financial
Institution Div.
Sharon Hamilton Vice President None
720 N. Juanita Ave. - #1
Redondo Beach, CA 90277
Carla Jiminez Vice President None
609 Chimney Bluff Drive
Mt. Pleasant, SC 29464
Terry Lee Kelley Vice President - None
1431 Woodview Lane Financial Institution Div.
Commerce Township, MI 48382
Michael Keogh* Vice President None
Richard Klein Vice President None
4011 Queen Avenue South
Minneapolis, MN 55410
Hans Klehmet II Vice President None
26542 Love Lane
Ramona, CA 92065
Ilene Kutno* Assistant Vice President None
Wayne A. LeBlang Vice President - None
23 Fox Trail Director Eastern Div.
Lincolnshire, IL 60069
Dawn Lind Vice President - None
7 Maize Court Financial Institution Div.
Melville, NY 11747
James Loehle Vice President None
30 John Street
Cranford, NJ 07016
Laura Mulhall* Vice President - None
Director of Key Accounts
Gina Munson Vice President None
120 Fisherville Road
Apt. 136
Concord, NH 03301
Charles Murray Vice President None
50 Deerwood Drive
Littleton, CO 80127
Patrick Palmer Vice President None
958 Blue Mountain Cr.
West Lake Village, CA 91362
Randall Payne Vice President - None
1307 Wandering Way Dr. Financial Institution Div.
Charlotte, NC 28226
Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Charles K. Pettit Vice President None
1900 Eight Avenue
San Francisco, CA 94116
Tilghman G. Pitts, III* Chairman & Director None
Elaine Puleo* Vice President - None
Financial Institution Div.
Minnie Ra Vice President - None
109 Peach Street Financial Institution Div.
Avenel, NJ 07001
David Robertson Vice President None
9 Hawks View
Hoeoye Falls, NY 14472
Ian Robertson Vice President None
4204 Summit Wa
Marietta, GA 30066
Robert Romano Vice President None
1512 Fallingbrook Drive
Fishers, IN 46038
James Ruff* President None
Timothy Schoeffler Vice President None
3118 N. Military Road
Arlington, VA 22207
Mark Schon Vice President None
10483 E. Corrine Dr.
Scottsdale, AZ 85259
Michael Sciortino Vice President None
785 Beau Chene Dr.
Mandeville, LA 70448
James A. Shaw Vice President - None
5155 West Fair Place Financial Institution Div.
Littleton, CO 80123
Robert Shore Vice President - None
26 Baroness Lane Financial Institution Div.
Laguna Niguel, CA 92677
Peggy Spilker Vice President - None
2017 N. Cleveland, #2 Financial Institution Div.
Chicago, IL 60614
Michael Stenger Vice President None
C/O America Building
30 East Central Pkwy
Suite 1008
Cincinnati, OH 45202
Paul Stickney Vice President None
1314 Log Cabin Lane
St. Louis, MO 63124
George Sweeney Vice President None
1855 O'Hara Lane
Middletown, PA 17057
Philip St. John Trimble Vice President None
2213 West Homer
Chicago, IL 60647
Gary Paul Tyc+ Assistant Treasurer None
Mark Stephen Vandehey+ Vice President None
Gregory K. Wilson Vice President None
2 Side Hill Road
Westport, CT 06880
Bernard J. Wolocko Vice President None
33915 Grand River
Farmington, MI 48335
William Harvey Young+ Vice President None
* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
</TABLE>
(c) Not applicable.
Item 30. Location of Accounts and Records
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940
and rules promulgated thereunder are in the possession of Oppenheimer
Management Corporation at its offices at 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.
CENTENNIAL AMERICA FUND, L.P.
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 & Managing
- ------------------ General Partner April 13, 1995
James C. Swain
/s/ Jon S. Fossel* Chief Executive
- -------------------- Officer & Managing April 13, 1995
Jon S. Fossel General Partner
/s/ George C. Bowen* Chief Financial
- ------------------- & Accounting April 13, 1995
George C. Bowen Officer
/s/ Robert G. Avis Managing General April 13, 1995
- ------------------ Partner
Robert G. Avis
/s/ William A. Baker* Managing General April 13, 1995
- -------------------- Partner
William A. Baker
/s/ Charles Conrad, Jr.* Managing General April 13, 1995
- ----------------------- Partner
Charles Conrad, Jr.
/s/ Raymond J. Kalinowski* Managing General April 13, 1995
- ------------------------- Partner
Raymond J. Kalinowski
/s/ C. Howard Kast* Managing General April 13, 1995
- ------------------ Partner
C. Howard Kast
/s/ Robert M. Kirchner* Managing General April 13, 1995
- ---------------------- Partner
Robert M. Kirchner
/s/ Ned M. Steel* Managing General April 13, 1995
- ---------------- Partner
Ned M. Steel
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>
<PAGE>
CENTENNIAL AMERICA FUND, L.P.
Registration No. 33-12463
Post-Effective Amendment No. 14
Index to Exhibits
Exhibit No. Description
23(b)(1)(b)(i) Amended and Restated Certificate of Limited
Partnership dated 6/26/90
24(b)(1)(b)(ii) Certificate of Amendment to Certificate of Limited
Partnership dated 11/29/91
24(b)(1)(b)(iii) Certificate of Amendment to Certificate of Limited
Partnership dated 12/17/91
24(b)(2) Form of Operating Procedures
24(b)(4) Specimen Share Certificate
24(b)(5) Investment Advisory Agreement dated 11/29/90
24(b)(8) Custodian Agreement dated 6/1/90
24(b)(10) Opinion and Consent of Counsel
24(b)(11) Independent Auditors' Consent
24(b)(16) Performance Data Computation Schedule
24(b)(17) Financial Data Schedule
Exhibit 23(b)(1)(b)(i)
AMENDED AND RESTATED CERTIFICATE OF LIMITED
PARTNERSHIP OF FIRST TRUST AMERICA FUND, L.P.
This Amended and Restated Certificate of Limited Partnership of First
Trust America Fund, L.P. (the "Partnership"), dated as of June 26, 1990,
has been duly executed and is being filed by the undersigned in accordance
with the provisions of 6 Del.C. Section 17-210, to amend and restate the
original Certificate of Limited Partnership of the Partnership, which was
filed on March 5, 1987, with the Secretary of State of the State of
Delaware (the "Certificate"), to form a limited partnership under the
Delaware Revised Uniform Limited Partnership Act, to reflect the admission
of a new general partner.
The Certificate is hereby amended and restated in its entirety to
read as follows:
1. Name. The name of the limited partnership formed and continued
hereby is First Trust America Fund, L.P.
2. Registered Office. The address of the registered office of the
Partnership in the State of Delaware is c/o The Corporation Trust Company,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
3. Registered Agent. The name and address of the registered agent
for service of process on the Partnership in the State of Delaware is The
Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801.
4. Principal Place of Business. the location of the principal
place of business of the Partnership is 3410 South Galena Street, Denver,
Colorado 80231, or such other place or places as the general partners from
time to time may determine.
5. General Partners: The names and the mailing addresses of the
general partners of the Partnership are:
Oppenheimer Partnership Holdings, Inc.
Two World Trade center, 34th Floor
New York, New York, 10048-0669
William A. Baker
197 Desert Lakes Drive
Palm Springs, California 92264
Charles Conrad. Jr.
5301 Bolsa Avenue
Huntington Beach, CA 92647-2048
Jon S. Fossel
Two World Trade Center, 34th Floor
New York, New York 10048-0669
Raymond J. Kalinowski
One North Jefferson
St. Louis, Missouri 63131
C. Howard Kast
2552 East Alameda
Denver, CO 80209
Robert M. Kirchner
7500 E. Arapahoe Road
Englewood, Colorado 80112
Ned M. Steel
700 Broadway, Suite 1035
Denver, Colorado 80231
James C. Swain
3410 South Galena Street
Denver, Colorado 80231
Joseph M. Uhl
P.O. Box 6608
Denver, Colorado 80206
This Certificate may be executed in counterparts, each of which shall
be deemed to be an original and all of which together shall be deemed to
be the same document.
IN WITNESS WHEREOF, the undersigned general partners have duly
executed this Amended and Restated Certificate of Limited Partnership as
of the day and year first aforesaid.
OPPENHEIMER PARTNERSHIP HOLDINGS, INC.
Non-Managing General Partners
By: /s/ Robert G. Galli By: /s/ Robert M. Kirchner
- ------------------------- -------------------------------
Robert G. Galli Robert M. Kirchner
Vice President General Partner
By: /s/ William A. Baker By: /s/ Ned M. Steel
- ------------------------- -------------------------------
Wiliam A. Baker Ned M. Steel
General Partner General Partner
By: /s/ Charles Conrad, Jr. By: /s/ James C. Swain
- ------------------------- -------------------------------
Charles Conrad, Jr. James C. Swain
General Partner General Partner
By: /s/ Jon S. Fossel By: /s/ Joseph A. Uhl
- ------------------------- -------------------------------
Jon S. Fossel Joseph A. Uhl
General Partner General Partner
By: /s/ Raymond J. Kalinowski By: /s/ C. Howard Kast
- ----------------------------- -------------------------------
Raymond J. Kalinowski C. Howard Kast
General Partner General Partner
Exhibit 24(b)(1)(b)(ii)
AMENDED TO CERTIFICATE OF
LIMITED PARTNERSHIP OF
FIRST TRUST AMERICA FUND, L.P.
This Amendment is made this 29th day of November, 1991, to the
Certificate of Limited Partnership of First Trust America Fund, L.P. (the
"Partnership") dated as of March 5, 1987, as amended, in accordance with
the provisions of Section 17-202(a) of the Delaware Revised Uniform
Limited Partnership Act.
1. The name of the limited partnership filing this Amendment is
First Trust America Fund, L.P.
2. The Certificate of Limited Partnership is hereby amended by
changing the name of the Partnership to:
Centennial America Fund, L.P.
IN WITNESS WHEREOF, the undersigned has duly executed this Amendment
to the Certificate of Limited Partnership of the Partnership as of the
date first written above, as attorney-in-fact for the Managing General
Partners, pursuant to a duly-adopted power of attorney.
/s/ Robert G. Zack
----------------------------------------
Robert G. Zack, as Attorney-in-Fact for
the Managing General Partners of
First Trust America Fund, L.P.
STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
--------------------------------
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY
OF THE CERTIFICATE OF AMENDMENT TO LIMITED PARTNERSHIP OF "FIRST
TRUST AMERICA FUND, L.P." FILED IN THIS OFFICE ON THE SECOND DAY OF
DECEMBER, A.D. 1991, AT 11 O'CLOCK A.M.
* * * * * *
(Dept of State)
(Office of the Secretary of State)
(Embossed Seal affixed here)
/s/ Michael Harkins
------------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: *3252312
DATE: 12/02/1991
LOF23\870L.#2
Exhibit 24(b)(1)(b)(iii)
AMENDMENT TO CERTIFICATE OF
LIMITED PARTNERSHIP OF
CENTENNIAL AMERICA FUND, L.P.
This Amendment is made this 17th day of December, 1991, to the
Certificate of Limited Partnership of Centennial America Fund, L.P. (the
"Partnership") dated as of March 5, 1987, as amended, in accordance with
the provisions of Section 17-202(a) of the Delaware Revised Uniform
Limited Partnership Act.
1. The name of the limited partnership filing this Amendment is
Centennial America Fund, L.P.
2. The Certificate of Limited Partnership is hereby amended to reflect the
following:
a. The admission of the following person as a General Partner
on October 15, 1991:
Robert G. Avis
One North Jefferson
St. Louis, Missouri, 63103
b. The removal of said Robert G. Avis as a General Partner on
October 22, 1991; and
c. The admission of the following person as a General Partner
on October 22, 1991:
Jon S. Fossel
2 World Trade Center, 34th Floor
New York, New York 10048-0203
ofmi\870amend
Exhibit 24(b)(2)
OPERATING PROCEDURES
for the regulation and management, except as
otherwise provided by statute or
the Agreement of Limited Partnership
of the
First Trust America Fund, L.P.
<PAGE>
TABLE OF CONTENTS
Section Heading Page
ARTICLE I
Committees
1. Committees of Managing General Partners.............. 1
2. Meetings and Action of Committees ................... 1
ARTICLE II
Officers and Agents
1. Enumeration; Qualification .......................... 2
2. Powers .............................................. 2
3. Election ............................................ 2
4. Tenure .............................................. 2
5. Chairman ............................................ 2
6. President and Vice Presidents ....................... 3
7. Treasurer and Controller ........................... 3
8. Secretary and Assistant Secretaries ................. 3
9. Resignations and Removals ........................... 3
10. Vacancies ........................................... 4
ARTICLE III
Indemnification of Employees
and Other Agents; Insurance
1. Agents, Proceedings and Expenses .................... 4
2. Actions Other Than by Fund .......................... 4
3. Actions by the Fund ................................. 4
4. Exclusion of Indemnification ........................ 5
5. Successful Defense by Agent ......................... 5
6. Required Approval ................................... 5
7. Authorization of Indemnification and Determination of
Reasonableness .................................... 6
8. Advance of Expenses ................................. 6
9. Other Contractual Rights ........................... 6
10. Limitations ......................................... 6
11. Insurance ........................................... 7
12. Fiduciaries of Employee Benefit Plan ................ 7
-i-
<PAGE>
ARTICLE IV
Records and Reports
1. Maintenance and Inspection of Operating Procedures .. 7
2. Maintenance and Inspection of Other Records ......... 7
3. Inspection by Managing General Partners ............. 7
ARTICLE V
Shares of Beneficial Interest
1. Share Certificates ................................. 8
2. Loss of Certificates ............................... 8
3. Discontinuance of Issuance of Certificates ......... 8
ARTICLE VI
Provisions Relating to the
Conduct of the Partnership's Business
1. Dealings with Affiliates ........................... 8
2. Dealings in Securities of the Partnership .......... 9
3. Limitation of Certain Loans ........................ 10
4. Custodian .......................................... 10
5. Reports to Partners ................................ 10
ARTICLE VII
General Matters
1. Checks, Drafts, Evidence of Indebtedness ........... 11
2. Contracts and Instruments; How Executed ............ 11
3. Representation of shares of Other Entities
Held by Partnership .............................. 11
4. Amendment of Operating Procedures .................. 11
-ii-
<PAGE>
OPERATING PROCEDURES
OF THE
FIRST TRUST AMERICA FUND, L.P.
ARTICLE I
COMMITTEES
Section 1. Committees of Managing General Partners. The Managing
General Partners may be a resolution adopted by a majority of the
authorized number of Managing General Partners designate one (1) or more
committees, each consisting of two (2) or more Managing General Partners,
to serve at the pleasure of the Managing General Partners. The Managing
General Partners may designate one or more Managing General Partners as
alternate members of any committee who may replace any absent member at
any meeting of the committee. Any committee to the extent provided in the
resolution of the Managing General Partners, shall have the authority of
the Managing General Partners, except with respect to:
(a) the approval of any action which under applicable law or under
the Agreement of Limited Partnership also requires approval of the
Partners as a whole or approval of the outstanding Shares, or requires
approval by a majority of all the Managing General Partners or certain
members of the Managing General partners;
(b) the filing of vacancies on any committee;
(c) the fixing of compensation of the Managing General partners for
serving as Managing General partners or on any committee;
(d) the amendment or repeal of the Agreement of Limited Partnership
or of the Operating Procedures or the adoption of new
Operating Procedures;
(e) the amendment or repeal of any resolution of the Managing
General Partners which by its express terms is not so amendable or
repealable; or
(f) the appointment of any other committees of the Managing General
Partners or the members of these committees.
Section 2. Meetings and Action of Committees. Meetings and
action of committees shall be governed by, held and taken in accordance
with the provisions of the Agreement of Limited Partnership as if such
meetings were meetings of the Managing General Partners, with such changes
in the context thereof as are necessary to substitute the committee and
its members for the Managing General Partners, except that the time of
regular meetings of committees may be determined either by resolution of
the Managing General Partners or by resolution of the committee. Special
meetings of committees may also be called by resolution of the Managing
General Partners. Alternate members shall be given notice of meetings of
committees and shall have the right to attend also meetings of committees.
The Managing General Partners may adopt rules for the government of any
committee not inconsistent with the provisions of these Operating
Procedures or the Agreement of Limited Partnership.
ARTICLE II
OFFICERS AND AGENTS
Section 1. Enumeration; Qualification. The officers of the
Partnership shall be a Chairman, a president, a treasurer, a secretary and
such other officers if any, as the Managing General Partners from time to
time may in their discretion elect or appoint. The Partnership may also
have such agents, if any, as the Managing General Partners from time to
time may in their discretion appoint. Any officer may be but none need
be a Managing General Partner or Partner. Any two or more offices may be
held by the same person.
Section 2. Powers. Subject to the other provisions of these
Operating Procedures, each officer shall have, in addition to the duties
and powers set forth herein and in the Agreement of Limited Partnership,
such duties and powers as are commonly incident to his or her office as
if the Partnership were organized as a Delaware business corporation and
such other duties and powers as the Managing General Partners may from
time to time designate.
Section 3. Election. The Chairman, the president, the treasurer and
the secretary shall be elected annually by the Managing General Partners
at their first meeting in each calendar year or at such later meeting in
such year as the Managing General Partners shall determine. Other
officers or agents, if any may be elected or appointed by the managing
General Partners at said meeting or at any other time.
Section 4. Tenure. The Chairman, president, treasurer and secretary
shall hold office until the first meeting of Managing General Partners in
each calendar year and until their respective successors are chosen and
qualified, or in each case until he or she sooner dies, resigns, is
removed or becomes disqualified. Each other office shall hold office and
each agent shall retain his or her authority at the pleasure of the
Managing General Partners.
Section 5. Chairman. The Chairman of the Managing General Partners
shall be the chief executive officer of the Partnership; shall, subject
to the control of the Managing General Partners, have general charge and
supervision of the Partnership; shall preside at all meetings of the
Partners and of the Managing General Partners at which he is present; and
shall see that all orders and resolutions of the Managing General Partners
are carried into effect.
Section 6. President and Vice Presidents. The president shall be
the chief administrative officer of the Partnership. The president shall
at the request or in the absence or disability of the Chairman exercise
the powers of the Chairman and shall perform such other duties and have
such other powers as the Managing General Partners shall prescribe from
time to time. Any vice president shall, at the request or in the absence
or disability of the president, exercise the powers of the president and
perform such other duties and have such other powers as shall be
designated from time to time by the Managing General Partners.
Section 7. Treasurer and Controller. The treasurer shall be the
chief financial officer of the Partnership and, subject to any arrangement
made by the Managing General Partners with a bank or trust company or
other organization as custodian or transfer or shareholder services agent,
shall be in charge of its valuable papers and shall have such other duties
and powers as may be designated from time to time by the Managing General
partners or by the Chairman. If at any time there shall be no controller,
the treasurer shall also be the chief accounting officer of the
Partnership and shall have the duties and powers prescribed herein for the
controller. Any assistant treasurer shall have such duties and powers as
shall be designated from time to time by the Managing General Partners.
The controller, if any be elected, shall be the chief accounting
officer of the Partnership and shall be in charge of its books of account
and accounting records. The controller shall be responsible for
preparation of financial statements of the Partnership and shall have such
other duties and powers as may be designated from time to time by the
Managing General partners or the Chairman.
Section 8. Secretary and Assistant Secretaries. The secretary shall
record all proceedings of the Partners and the Managing General Partners
in books to be kept therefor, which books shall be kept at the principal
office of the Partnership. In the absence of the secretary from any
meeting of Partners or Managing General Partners, an assistant secretary,
or if there be none or her or she is absent, a temporary clerk chosen at
the meeting shall record the proceedings thereof in the aforesaid books.
Section 9. Resignations and Removals. Any officer may resign at any
time by delivering his or her resignation in writing to the Chairman, the
president or the secretary or to a meeting of the Managing General
Partners. The Managing General Partners may remove any officer elected
or appointed by them with or without cause by the vote of a majority of
the Managing General Partners then in office. Except to the extent
expressly provided in a written agreement with the Partnership, no
Managing General Partner or officer resigning, and no officer removed
shall have any right to any compensation for any period following his or
her resignation or removal, or any right to damages on account of such
removal.
Section 10. Vacancies. A vacancy in the office of Managing General
Partner shall be filled in accordance with the Agreement of Limited
Partnership. Vacancies resulting from the death, resignation, incapacity
or removal of any officer may be filed by the Managing General Partners.
Each successor of any such officer shall hold office for the unexpired
term and in the case of the Chairman, the president, the treasurer and the
secretary, until his or her successor is chosen and qualified, or in each
case until he or she sooner dies, resigns, is removed or become
disqualified.
ARTICLE III
INDEMNIFICATION OF EMPLOYEES AND OTHER AGENTS; INSURANCE
Section 1. Agents, Proceedings and Expenses. For the purpose of
this Article, "agent" means any person who is or was an employee or other
agent of this Partnership; "proceeding" means any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative
or investigative; and "expenses" includes without limitation attorney's
fees and any expenses of establishing a right to indemnification under
this Article.
Section 2. Actions Other Than by Partnership. This Partnership
shall indemnify any person who was or is a party or is threatened to be
made a party to any proceeding (other than an action by or in the right
of this Partnership) by reason of the
fact that such person is or was an agent of this Partnership, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding, if it is
determined that such person acted in good
faith and reasonably believed; (a) in the case of conduct in his official
capacity as an agent of the Partnership, that his conduct was in the
Partnership's best interests and (b), in all other cases, that his conduct
was at least not opposed to the partnership's best interests and (c) in
the case of a criminal proceeding, that he had no reasonable cause to
believe the conduct of that person was unlawful. The termination of any
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 the person
reasonably believed to be the best interests of this Partnership or that
the person had reasonable cause to believe that the person's conduct was
unlawful.
Section 3. Actions by the Partnership. This Partnership 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 by or in the right
of this Partnership to procure a judgment in its favor by reason of the
fact that the person is or was an agent of this Partnership, against
expenses actually and reasonably incurred by that person in connecting
with the defense or settlement of that action if that person acted in good
faith, in a manner that person reasonably believed to be in the best
interests of this Partnership and with such care, including reasonable
inquiry, as an ordinary prudent person in a like position would use under
similar circumstances.
Section 4. Exclusion of Indemnification. Notwithstanding any
provision to the contrary contained herein, thee shall be no right to
indemnification for any liability arising by reason of willful
misfeasance, bad faith, gross negligence, or the reckless disregard of the
duties involved in the conduct of the agent's office with this
partnership.
No indemnification shall be made under Sections 2 or 3 of this
Article:
(a) In respect of any claim, issue, or matter as to which that
person shall have been adjudged to be liable on the basis that personal
benefit was improperly received by him, whether or not the benefit
resulted from an action taken in the person's official capacity; or
(b) In respect of any claim, issue, or matter as to which that
person shall have been adjudged to be liable in the performance of that
person's duty to this Partnership, unless and only to the extent that the
court in which that action was brought shall determine upon application
that in view of all the circumstances of the case, that person was not
liable by reason of the disabling conduct set forth in the preceding
paragraph and is fairly and reasonably entitled to indemnity for the
expenses which the court shall determine; or
(c) Of amounts paid in settling or otherwise, disposing of a
threatened or pending action, with or without court approval, or of
expenses incurred in defending a threatened or pending action which is
settled or otherwise disposed of without court approval, unless the
required approval set forth in Section 6 of this Article is obtained.
Section 5. Successful Defense by Agent. To the extent that an agent
of this Partnership has been successful on the merits in defense of any
proceeding referred to in Sections 2 or 3 of this Article or in defense
of any claim, issue or matter therein, before the court or other body
before whom the proceeding was brought, the agent shall be indemnified
against expenses actually and reasonably incurred by the agent in
connection therewith, provided that the Managing General Partners,
including a majority who are disinterested, non-party Managing General
Partners, also determines that based upon a review of the facts, the agent
was not liable by reason of the disabling conduct referred to in Section
4 of this Article.
Section 6. Required Approval. Except as provided in Section 5 of
this Article, any indemnification under the Article shall be made by this
Partnership only if authorized in the specific case on a determination
that indemnification of the agent is proper in the circumstances because
the agent has met the applicable standard of conduct set forth Sections
2 or 3 of this Article and is not prohibited from indemnification because
of the disabling conduct set forth in Section 4 of this Article, by:
(a) A majority vote of a quorum consisting of managing General
Partners who are not parties to the proceeding and are not interested
persons of the Partnership (as defined in the Investment Company Act of
1940); or
(b) A written opinion by an independent legal counsel.
Section 7. Authorization of Indemnification and Determination of
Reasonableness. An authorization of indemnification and determination as
to reasonableness of expenses must be made in the same manner as set forth
in Section 6 of this Article for the determination that indemnification
is permissible, except that if the determination that indemnification is
permissible is made by independent legal counsel, authorization of
indemnification and determination as to reasonableness of expense must be
made by a majority vote of a quorum consisting of Managing General
Partners who, at the time of the vote, are not named defendants or
respondents in the proceeding or if such a quorum cannot be obtained, by
a majority vote of a committee of the Managing General Partners,
designated to act in a matter by a majority vote of all Managing General
Partners, consisting solely of two or more Managing General Partners who,
at the time of the vote, are not named defendants or respondents in the
proceeding.
Section 8. Advance of Expenses. Expenses incurred in defending any
proceeding may be advanced by this Partnership before the final
disposition of the proceeding upon (a) receipt of a written affirmation
by the Managing General Partner of his good faith belief that he has met
the standard of conduct necessary for indemnification under this Article
and a written undertaking by or on behalf of the agent, such undertaking
being an unlimited general obligation to repay the amount of the advance
if its is ultimately determined that he has not met those requirements,
and (b) a determination that the facts then known to those making the
determination would not preclude indemnification under this Article.
Determinations and authorizations of payments under this Section must be
made in the manner specified in Section 6 of this Article for determining
that the indemnification is permissible.
Section 9. Other Contractual Rights. Nothing contained in this
Article shall affect any right to indemnification to which persons other
than Managing General Partners and officers of this Partnership may be
entitled by contract or otherwise.
Section 10. Limitations. No indemnification or advance shall be
made under this article, except as provided in Sections 5 or 6 in any
circumstances where it appears:
(a) That it would be inconsistent with a provision of the Agreement
of Limited Partnership, a resolution of the Partners, or an agreement in
effect at the time of accrual of the alleged cause of action asserted in
the proceeding in which the expenses were incurred or other amounts were
paid which prohibits or otherwise limits indemnification; or
(b) That it would in inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 11. Insurance. Upon and in the event of a determination by
the Managing General Partners of this Partnership to purchase such
insurance, this Partnership shall purchase and maintain insurance on
behalf of any Managing General Partner, officer or agent of this
Partnership against any liability asserted against or incurred by such
person in such capacity or arising out of such person's status as such,
but only to the extent that this Partnership would have the power to
indemnify such person against that liability under the provisions of the
Agreement of Limited Partnership or this Article.
Section 12. Fiduciaries of Employee Benefit Plan. This Article does
not apply to any proceeding against any Managing General Partner,
investment manager or other fiduciary of an employee benefit plan in that
person's capacity as such, even though that person may also be an agent
of this Partnership as defined in Section 1 of this Article. Nothing
contained in this
Article shall limit any right to indemnification to which such a Managing
General Partner, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article.
ARTICLE IV
RECORDS AND REPORTS
Section 1. Maintenance and Inspection of Operating Procedures. The
Partnership shall keep at its principal office or such other place as is
authorized by the Agreement of Limited Partnership, the original or a copy
of these Operating Procedures as amended to date, which shall be open to
inspection by the Partners at all reasonable time during office hours.
Section 2. Maintenance and Inspection of Other Records. Except the
books and records required to be maintained by the Agreement of Limited
Partnership and applicable law at the Partnership and applicable law at
the Partnership's principal executive offices, the books and records and
minutes of proceedings of the Partners and the managing General Partners
and any committees of the Managing General Partners shall be kept at such
place or places designated by the Managing General Partners or in the
absence of such designation, at the principal executive office of the
Partnership. The minutes shall be kept in written form and
the accounting books and records shall be kept either in written form or
in any other form capable of being converted into written form. The books
and records shall be open to inspection by Partners as set forth in the
Agreement of Limited Partnership. The inspection may be made in person
or by an agent or attorney and shall include the right to copy and make
extracts of documents.
Section 3. Inspection by Managing General Partners. Every Managing
General Partner shall have the absolute right at any reasonable time to
inspect all books, records and documents of every kind and the physical
properties of the Partnership. This inspection by a managing General
Partner may be made in person or by an agent or attorney and the right of
inspection includes the right to copy and make extracts of documents.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 1. Share Certificates. No certificates certifying the
ownership of Shares shall be issued except as the Managing General
Partners may otherwise authorize. In the event that the
Managing General Partners authorize the issuance of Share
certificates, subject to the provisions of Section 3 of this Article, each
Partner shall be entitled to a certificate stating the number of Shares
owned by him or her , in such form as shall be prescribed from time to
time by the Managing General Partners.
In lieu of issuing certificates for Shares, the Managing General
Partners or the transfer or shareholder services agent may either issue
receipts therefor or may keep accounts upon the books of the Partnership
for the record holders of such Shares, who shall in either case be deemed,
for all purposes hereunder, to be the holders of certificates for such
Shares as if they had accepted such certificates and shall be held to have
expressly assented and agreed to the terms hereof.
Section 2. Loss of Certificates. In the case of the alleged loss
or destruction or the mutilation of a Share certificate, a duplicate
certificate may be issued in place thereof, upon such terms as the
Managing General Partners may prescribe.
Section 3. Discontinuance of Issuance of Certificates. The Managing
General Partners may at any time discontinue the issuance of Share
certificates and may, by written notice to each Partner, require the
surrender of Share certificates to the Partnership for cancellation. Such
surrender and cancellation shall not affect the ownership of Shares in the
Partnership.
ARTICLE VI
PROVISIONS RELATING TO THE
CONDUCT OF THE PARTNERSHIP'S BUSINESS
Section 1. Dealings with Affiliates. The Partnership shall not
purchase or retain securities issued by any issuer if one or more of the
holders of the securities of such issuer or one or more of the officers
or directors of such issuer is an officer or Managing General Partner of
the Partnership or officer or director
of any organization, association or corporation with which the Partnership
has an investment advisor's contract ("investment advisors"), if to the
knowledge of the Partnership, one or more of such officers or Managing
General Partners of the Partnership or such officers or directors of such
investment advisors own beneficially more than one-half of one percent of
the shares or securities of such issuer and such officers, Managing
General Partners and directors owning more than one-half of one percent
of such shares or securities together own beneficially more than five
percent of such outstanding shares or securities. Each Managing General
Partner and officer of the Partnership shall give notice to the Secretary
of the identity of all issuers whose securities are held by the
Partnership of which such officer or Managing General
Partner owns as much as one-half of one percent of the outstanding
securities, and the Partnership shall not be charged with the knowledge
of such holdings in the absence of receiving such notice if the
Partnership has requested such information not less often than quarterly.
Subject to the provisions of the preceding paragraph, no officer,
Managing General Partner or agent of the Partnership and no officer,
director or agent of any investment advisor shall deal for or on behalf
of the Partnership with himself as principal or agent, or with any
partnership, association or corporation in which he has a material
financial interest; provided that the foregoing provisions shall not
prevent (a) officers and Managing General Partners of the Partnership from
buying, holding or selling Shares in the Partnership, or from being
partners, officers or directors of or financially interested in any
investment advisor to the Partnership or in any corporation, firm or
association which may at any time have a distributor's or principal
underwriter's contract with the Partnership; (b) purchases or sales of
securities or other property if such transaction is permitted by or is
exempt or exempted from the provisions of the Investment Company Act of
1940 or any rule or regulation thereunder and if such transaction does
not involve any commission or profit to any security dealer who is, or one
or more of whose partners, officers or directors is an officer or Managing
General Partner of the Partnership or an officer or director of the
investment advisor, manager or principal underwriter of the Partnership;
(c) employment of legal counsel, registrar, transfer agent, shareholder
services agent, dividend disbursing agent or custodian who is, or has a
partner, stockholder, officer or director who is an officer or Managing
General Partner of the Partnership; (d) sharing statistical, research and
management expenses, including office hire and services, with any other
company in which an officer or Managing General Partner of the Partnership
is an officer or director or financially interested.
Section 2. Dealing in Securities of the Partnership. The
Partnership, the investment advisor, any corporation, firm or association
which may at any time have an exclusive distributor's or principal
underwriter's contract with the Partnership (the "distributor") and the
officers and managing General Partners of the Partnership and officers and
directors of every investment advisor and distributor, shall not take long
or short positions in the securities of the Partnership; except that:
(a) the distributor may place orders with the Partnership for its
Shares equivalent to orders received by the distributor, including orders
with respect to any plan or any similar plan described in the then current
Prospectus of the Fund;
(b) Shares of the Partnership may be purchased at not less than net
asset value for investment by the investment advisor and by officers,
directors, or trustees, as the case may be, of the distributor, including
any subsidiaries of the distributor, the investment advisor, or the
Partnership and by any trust, pension, profit-sharing or other benefit
plan for such persons, or any other such persons as described in the then
current Prospectus of the Fund; provided no such purchase is in
contravention of any applicable state or federal requirements.
Section 3. Limitation on Certain Loans. The Partnership shall not
make loans to any officer, Managing General Partner or employee of the
Partnership of any investment advisor or distributor or their respective
officers, directors or partners or employees.
Section 4. Custodian. All securities and cash owned by the
Partnership shall be maintained in the custody of one or more banks or
trust companies having (according to its last published report) not less
than two million dollars ($2,000,000) aggregate capital, surplus and
undivided profits (any such bank or trust company is
hereinafter referred to as the "custodian"); provided, however, the
custodian may deliver securities as collateral on borrowings effected by
the Partnership, provided, that such delivery shall be conditioned upon
receipt of the borrowed funds by the custodian except where additional
collateral is being pledged on an outstanding loan and the custodian may
deliver securities lent by the Partnership against receipt of initial
collateral specified by the Partnership. Subject to such rules,
regulations and orders, if any, as the Securities and Exchange Commission
may adopt, the Partnership may , or may permit any custodian to, deposit
all or any part of the securities owned by the Partnership in a system for
the central handling of securities operated by the Federal Reserve Banks,
or established by a national securities exchange or national securities
association registered with said Commission under the Securities Exchange
Act of 1934, or such other person as may be permitted by said Commission,
pursuant to which system all securities of any particular class or series
of any issue deposited with the system are treated as fungible and may be
transferred or pledged by bookkeeping entry, without physical delivery of
such securities.
The Managing General Partners shall upon the resignation or inability
to serve of its custodian or upon change of the custodian:
(a) in the case of such resignation or inability to serve, use their
bet efforts to obtain a successor custodian;
(b) require that the cash and securities owned by the partnership be
delivered directly to the successor custodian; and
(c) in the event that no successor custodian can be found, submit
to the Partners, before permitting delivery of the cash and securities
owned by the Partnership otherwise than to a successor custodian, the
question whether or not the Partnership shall be liquidated or shall
function without a custodian.
Section 5. Reports to Partners. The Partnership shall send to each
Holder of Record at least annually a statement of the condition of the
Partnership and of the results of its operations, containing all
information required by applicable laws or regulations.
ARTICLE VIII
GENERAL MATTERS
Section 1. Checks, Drafts, Evidence of Indebtedness. All checks,
drafts, or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Partnership shall be
signed or endorsed in such manner and by such person or persons as shall
be designated from time to time in accordance with the resolution of the
Managing General Partners.
Section 2. Contracts and Instruments; How Executed. The Managing
General Partners, except as otherwise provided in these Operating
Procedures, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and on
behalf of the Partnership and this authority may be general or confined
to specific instances; and unless so authorized or ratified by the
Managing General Partners or within the agency power of an officer, no
officer, agent, or employee shall have any power or authority to bind the
Partnership by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.
Section 3. Representation of shares of Other Entities Held by
Partnership. The chairman, the principal executive officer or the
executive vice president or any other person authorized by resolution of
the Managing General Partners or by any of the foregoing designated
officers, is authorized to vote or represent on behalf of the Partnership
any and all shares of any corporation, partnership, trusts, or other
entities, foreign or domestic, standing in the name of the partnership.
The authority granted may be exercised in person or by a proxy duly
executed by such designated person.
Section 4. Amendment of Operating Procedures. These Operating
Procedures may be amended or repealed by the affirmative vote or written
consent of a majority of the Managing General Partners, except as
otherwise provided by applicable law or by the Agreement of Limited
partnership. Unless otherwise defined or the context clearly requires
otherwise, all terms used in these Operating Procedures shall have the
meanings set forth in the Agreement of Limited Partnership.
orgzn\870.#10
Exhibit 24(b)4
CENTENNIAL AMERICA FUND, L.P.
Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-5/16" x 10-5/8" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.]
(upper right box with heading: SHARES
below cert. no.)
(centered
below boxes) Centennial America Fund, L.P.
A DELAWARE LIMITED PARTNERSHIP
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 15133J 106
(at left) is the owner of
(centered) CENTENNIAL AMERICA FUND, L.P.
This certificate and the Shares of Limited
Partnership interest represented hereby are issued
and shall be held subject to the Agreements of
Limited Partnership, dated April 28, 1987, as
amended, the terms of which are incorporated herein
by reference, and are subject to the transfer
restrictions set forth on the reverse side hereof.
This certificate is not valid until countersigned by
the Transfer Agent.
WITNESS the facsimile seal of the Trust and the signatures
of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen Jon S. Fossel
SECRETARY PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
CENTENNIAL AMERICA FUND, L.P.
CORPORATE
SEAL
1987
DELAWARE
(at lower right, printed
vertically) Countersigned
SHAREHOLDER SERVICES, INC.
Denver (CO) Transfer Agent
By---------------------------------
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
ASSIGNMENT OF SHARES; SUCCESSOR INTEREST;
SUBSTITUTION OF PARTNERS
All terms have the meaning set forth in the Agreement of Limited
Partnership (the "Partnership Agreement")
PROHIBITION ON ASSIGNMENT. EXCEPT FOR REDEMPTIONS AS PROVIDED IN THE
PARTNERSHIP AGREEMENT BY DELIVERING A REDEMPTION REQUEST IN PROPER FORM
TO THE TRANSFER AGENT. A PARTNER SHALL NOT HAVE THE RIGHT TO SELL,
TRANSFER OR ASSIGN HIS SHARES IN THE PARTNERSHIP EVIDENCED BY THIS
CERTIFICATE TO ANY OTHER PERSON, BUT MAY PLEDGE THEM AS COLLATERAL.
Rights of the Holders of Shares as Collateral or Judgment Creditor.
In the event that any person who is holding the Share in the Partnership
evidenced by this Certificate as collateral or any judgment creditor
becomes the owner of such Shares due to foreclosure or otherwise, such
person shall not have the right to be substituted as a Limited Partner,
but shall only have the rights, upon the presentation of evidence
satisfactory to the Managing General Partners of his right to succeed to
the interests of the Limited Partner, set forth immediately below:
(a) to redeem the Shares in accordance with the provisions of the
Partnership Agreement by delivering a redemption request in proper form
to the Transfer Agent; and
(b) to receive any distributions made with respect to the Shares
evidenced by this Certificate.
Upon receipt by the Partnership of evidence satisfactory to the Managing
General Partners of his ownership of Shares evidenced by this Certificate,
the owner shall become a Holder of Record of the subject Shares and his
name shall be recorded on the books of record of the Partnership
maintained for such purpose either by the Partnership or its Transfer
Agent. Such owner shall be liable to return any distributions of any
money or other property wrongfully distributed to him or any sum, not in
excess of the amount of such distribution, necessary to discharge any
liabilities of the Partnership to creditors who extended credit to the
Partnership during the period before such returns or distributions were
made, but only to the extent that the assets of the Partnership are not
sufficient to discharge such liabilities. However, such owner shall have
none of the rights or obligations of a Limited Partner unless and until
he is admitted as a Limited Partner in accordance with the Partnership
Agreement.
Death, Incompetency, Bankruptcy or Termination of the Existence of a
Partner. In the event of the death or an adjudication of incompetency or
bankruptcy of an individual Partner (or, in the case of a Partner that is
a corporation, association, partnership, joint venture or trust, and
adjudication of bankruptcy, dissolution or other termination of the
existence of such Partner) the successor in interest of such Partner
(including without limitation the Partner's executor, administrator,
guardian, conservator, receiver or other legal representative), upon the
presentation of evidence satisfactory to the Managing General Partners of
his right to succeed to the interests of the Partner, shall have the
rights set forth below:
(a) to redeem the Shares of the Partner evidenced by this Certificate
in accordance with the provisions of the Partnership Agreement by
delivering a redemption request in proper form to the Transfer Agent;
(b) to receive any distributions made with respect to such Shares; and
(c) to be substituted as a Limited Partner upon compliance with the
conditions of the admission of a Limited Partner as provided in the
Partnership Agreement.
Upon receipt by the Partnership of evidence satisfactory to the
Managing General Partners of his right to succeed to the interests of the
Partner; the successor in interest shall become a Holder of Record of the
subject Shares and his name shall be recorded on the books of record of
the Partnership maintained for such purpose either by the Partnership or
its Transfer Agent.
Substituted Limited Partners. (a) A person shall not become a
Substituted Limited Partner unless the Managing General Partners consent
to such substitution (which consent may be withheld in their absolute
discretion) and receive such instruments and documents (including those
required of any person desiring to become a Limited partner) and such
reasonable transfer fees as the Managing General Partners may require.
(b) The original Limited Partner shall cease to be a Limited
Partner, and the person to be substituted shall become a Substituted
Limited Partner, as of the date on which the person to be substituted has
satisfied the requirements set forth above and as of the date the records
of the Partnership are amended to reflect his admission as a Substituted
Limited Partner. Thereafter the original Limited Partner shall no rights
or obligations with respect to the Partnership insofar as the Shares
transferred to the Substituted Limited Partner are concerned.
(c) Unless and until a person becomes a Substituted Limited Partner,
his status and rights shall be limited to the rights of a Holder of Shares
which rights are limited to redeeming the Shares evidenced by this
Certificate and receiving any distributions made in respect of such Shares
as specified above. A Holder of Shares who does not become a Substituted
Limited Partner shall have no right to inspect the Partnership's books or
to vote on any of the matters on which a Limited Partner would be entitled
to vote. A Holder of Shares, who has become a Substituted Limited Partner
has all the rights and powers, and is subject to the Restrictions and
liabilities of a Limited Partner under the Partnership Agreement.
(d) Any person admitted to the Partnership as a Substituted Limited
Partner shall be subject to and bound by the provisions of the Partnership
Agreement as if originally a party of the Partnership Agreement.
PURSUANT TO THE PARTNERSHIP AGREEMENT, ASSIGNMENT OF THIS CERTIFICATE
IS ONLY VALID FOR REDEMPTION REQUESTS AND PLEDGES
REDEMPTION REQUEST
, hereby requests
that the Shares represented by the Certificate be redeemed in accordance
with the Partnership Agreement and that the proceeds of such redemption
be paid over to . The undersigned also
agrees to hold the Partnership, Shareholder Services, Inc. and Centennial
Asset Management Corporation harmless to paying for the proceeds of such
redemption as directed above.
DATED:
Both owners must sign if applicable
The signature(s) to this Redemption
Request must correspond with the
name(s) as written upon the face
of the Certificate, without alteration
or enlargement or any change whatever.
Signatures must be guaranteed SIGNATURE(S) GUARANTEED BY:
by a U.S. commercial bank or trust
company, a Federally-chartered Name of Firm or Bank
savings and loan association, a
foreign bank having a U.S.
correspondent bank or member of a Signature of Officer/Title
national securities exchange.
ASSIGNMENT FOR PLEDGE
For Value Received
hereby pledges unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
the within Certificate and does hereby irrevocably constitute and appoint
, attorney, to transfer the withihn
Certificate on the books of the Transfer Agent with full power of
substitution in the premises to the extent permitted by the Partnership
Agreement.
Dated:
Both owners must sign if applicable
The signature(s) to this assignment
must correspond with the name(s) as
written upon the face of the
Certificate without alteration or
enlargement or any change whatever.
SIGNATURE(S) GUARANTEED BY:
Signatures must be guaranteed
by a U.S. commercial bank or trust
company, a Federally-chartered
savings and loan association, a Name of Firm or Bank
foreign bank having a U.S.
correspondent bank or member of a
national securities exchange. Signature of Officer/Title
certific\870
Exhibit 24(b)(5)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of November 29, 1990, by and between First Trust
America Fund, L.P., a Delaware limited partnership (hereinafter referred
to as the "Fund"), and OPPENHEIMER MANAGEMENT CORPORATION (hereinafter
referred to as "OMC").
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 OMC is a registered investment adviser;
WHEREAS, the Fund wishes to employ OMC as investment adviser of the
Fund on the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:
1. General Provision.
(a) The Fund hereby employs OMC and OMC hereby undertakes to
act as the investment adviser of the Fund and to perform for the Fund such
other duties and functions as are hereinafter set forth. OMC shall, in
all matters, give to the Fund and its Managing General Partners the
benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable the
Fund to conform to (i) the provisions of the Investment Company Act and
any rules or regulations thereunder; (ii) any other applicable provisions
of state or Federal law; (iii) the provisions of the Agreement of Limited
Partnership and Operating Procedures of the Fund as amended from time to
time; (iv) policies and determinations of the Managing General Partners
of the Fund; (v) the fundamental policies and investment restrictions of
the Fund as reflected in its registration statement under the Investment
Company Act or as such policies may, from time to time, be amended by the
Fund's shareholders; and (vi) the Prospectus and Statement of Additional
Information of the Fund in effect from time to time. The appropriate
officers and employees of OMC shall be available upon reasonable notice
for consultation with any of the Managing General Partners and officers
of the Fund with respect to any matters dealing with the business and
affairs of the Fund including the valuation of portfolio securities of the
Fund which are either not registered for public sale or not traded on any
securities market.
(b) At its option, OMC may appoint a subadviser to perform all
or such responsibilities of OMC under this Agreement as shall be delegated
by OMC to such subadviser, provided, however, that the appointment of any
subadviser and the assumption by such subadviser of any responsibilities
of OMC shall be subject to the approval of the Managing General Partners
of the Fund, and, to the extent necessary, the shareholders of the Fund.
OMC agrees to give the Fund prompt written notice of the termination of,
or any notice to terminate, any subadviser agreement.
2. Investment Management.
(a) OMC shall, subject to the direction and control by the
Fund's Managing General Partners, (i) regularly provide investment advice
and recommendations to the Fund with respect to its investments,
investment policies and the purchase and sale of securities; (ii)
supervise continuously the investment program of the Fund and the
composition of its portfolio and determine what securities shall be
purchased or sold by the Fund; and (iii) arrange, subject to the
provisions of paragraph 6 hereof, for the purchase of securities and other
investments for the Fund and the sale of securities and other investments
held in the Fund's portfolio.
(b) Provided that the Fund shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 6 hereof, OMC may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its investment
management services.
(c) Provided that nothing herein shall be deemed to protect OMC
from willful misfeasance, bad faith or gross negligence in the performance
of its duties, or reckless disregard of its obligations and duties under
this Agreement, OMC shall not be liable for any loss sustained by reason
of good faith errors or omissions in connection with any matters to which
this Agreement relates.
(d) Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person, firm or
corporation or in any way limit or restrict OMC or any of its directors,
officers, stockholders or employees from buying, selling or trading any
securities for its or their own account or for the account of others for
whom it or they may be acting, provided that such activities will not
adversely affect or otherwise impair the performance by OMC of its duties
and obligations under this Agreement.
3. Other Duties of OMC.
OMC shall, at its own expense, provide and supervise the
activities of all administrative and clerical personnel as shall be
required to provide effective administration for the Fund, including the
compilation and maintenance of such records with respect to its operations
as may reasonably be required; the preparation and filing of such reports
with respect thereto as shall be required by the Commission; composition
of periodic reports with respect to operations of the Fund for its
shareholders; composition of proxy materials for meetings of the Fund's
shareholders; and the composition of such registration statements as may
be required by Federal and state securities laws for continuous public
sale of shares of the Fund. OMC shall, at its own cost and expense, also
provide the Fund with adequate office space, facilities and equipment.
OMC shall, at its own expense, provide officers for the Fund.
4. Allocation of Expenses.
All other costs and expenses of the Fund not expressly assumed
by OMC under this Agreement, or to be paid by the Distributor of the
shares of the Fund, shall be paid by the Fund, including, but not limited
to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance
premiums for fidelity and other coverage requisite to its operations; (iv)
compensation and expenses of its Managing General Partners other than
those associated or affiliated with OMC; (v) legal and audit expenses;
(vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto including without limitation the cost of share
certificates; (ix) fees and expenses, other than as hereinabove provided,
incident to the registration under Federal law of shares of the Fund for
public sale and for qualifying additional shares of the Fund for sale
under the securities laws of the various states after the initial
registration of the Fund's shares in such states; (x) expenses of printing
and mailing reports, notices and proxy materials to shareholders of the
Fund; (xi) except as noted above, all other expenses incidental to holding
meetings of the Fund's shareholders; (xii) expenses incurred in connection
with the valuation of portfolio securities and the calculation of its net
asset value; (xiii) membership dues in the Investment Company Institute
or any similar organization; and (xiv) such extraordinary non-recurring
expenses as may arise, including litigation, affecting the Fund and any
legal obligation which the Fund may have to indemnify its officers and
trustees with respect thereto. Any officers or employees of OMC or any
entity controlling, controlled by or under common control with OMC who
also serve as officers, general partners or employees of the Fund shall
not receive any compensation from the Fund for their services.
5. Compensation of OMC.
(a) The Fund agrees to pay OMC and OMC agrees to accept as full
compensation for the performance of all functions and duties on its part
to be performed pursuant to the provisions hereof, a fee computed on the
aggregate net assets of the Fund as of the close of each business day and
payable monthly at the following annual rates:
.45% of the first $500 million of net assets;
.40% of the net assets in excess of $500 million.
(b) OMC's compensation for any fiscal year of the Fund shall
be reduced by the amount, if any, by which the Fund's expenses for such
fiscal year exceed the most stringent applicable expense limitation
prescribed by any statute or regulatory authority of any jurisdiction in
which the Fund's shares are qualified for offer and sale, as such
limitation is set forth in the most recent notice thereof furnished by OMC
to the Fund. For purposes of this paragraph there shall be excluded from
the computation of the Fund's expenses any amount borne directly or
indirectly by the Fund which is permitted to be excluded from the
computation of such limitation by such statute or regulatory authority.
If for any month the expenses of the Fund properly included in such
calculation exceed 1/12 of the amount permitted annually by such expense
limitation, the payment to OMC for that month shall be reduced or
eliminated, as necessary, and, if necessary, OMC shall reimburse the Fund
for the amount of its fee which exceeds such limitation. Such
computations and payments shall be adjusted at the end of the Fund's
fiscal year so that the aggregate fee payable to OMC for the year is equal
to the fee calculated under subparagraph (a) of this section, reduced by
the amount required so that such fee does not exceed such expense
limitation on an annual basis.
6. Portfolio Transactions and Brokerage.
(a) OMC is authorized, in arranging the purchase and sale of
the Fund's portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers, including broker-
dealers affiliated with the Fund, OMC or the Fund's distributor
(hereinafter "affiliated broker-dealers") (all of the foregoing being
hereinafter referred to as "broker-dealers"), as may, in its best
judgment, implement the policy of the Fund to obtain, at reasonable
expense, the "best execution" (prompt and reliable execution at the most
favorable security price obtainable) of the Fund's portfolio transactions
as well as to obtain, consistent with the provisions of subparagraph (c)
of this paragraph 6, the benefit of such investment information or
research as will be of significant assistance to the performance by OMC
of its investment management functions.
(b) OMC shall select broker-dealers to effect the Fund's
portfolio transactions on the basis of its estimate of their ability to
obtain best execution of particular and related portfolio transactions.
The abilities of a broker-dealer to obtain best execution of particular
portfolio transaction(s) will be judged by OMC on the basis of all
relevant factors and considerations including, insofar as feasible, the
execution capabilities required by the transaction or transactions; the
ability and willingness of the broker-dealer to facilitate the Fund's
portfolio transactions by participating therein for its own account; the
importance to the Fund of speed, efficiency or confidentiality; the
broker-dealer's apparent familiarity with sources from or to whom
particular securities might be purchased or sold; as well as any other
matters relevant to the selection of a broker-dealer for particular and
related transactions of the Fund.
(c) OMC shall have discretion, in the interest of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers,
other than affiliated broker-dealers, qualified to obtain best execution
of such transactions who provide brokerage and/or research services (as
such services are defined in Section 28(e)(3) of the Securities Exchange
Act of 1934) and to cause the Fund to pay such broker-dealers a commission
for effecting a portfolio transaction for the Fund that is in excess of
the amount of commission another broker-dealer adequately qualified to
effect such transaction would have charged for effecting that transaction,
if OMC determines, in good faith, that such commission is reasonable in
relation to the value of the brokerage and/or research services provided
by such broker-dealer, viewed in terms of either that particular
transaction or the overall responsibilities of OMC or its affiliates with
respect to the accounts as to which they exercise investment discretion.
In reaching such determination, OMC will not be required to place or
attempt to place a specific dollar value on the brokerage and/or research
services provided or being provided by such broker-dealer. In
demonstrating that such determinations were made in good faith, OMC shall
be prepared to show that all commissions were allocated for purposes
contemplated by this Agreement and that the total commissions paid by the
Fund over a representative period selected by the Fund's Managing General
Partners were reasonable in relation to the benefits to the Fund.
(d) OMC shall have no duty or obligation to seek advance
competitive bidding for the most favorable commission rate applicable to
any particular portfolio transactions or to select any broker-dealer on
the basis of its purported or "posted" commission rates but will, to the
best of its ability, endeavor to be aware of the current level of the
charges of eligible broker-dealers and to minimize the expense incurred
by the Fund for effecting its portfolio transactions to the extent
consistent with the interests and policies of the Fund as established by
the determinations of the Managing General Partners of the Fund and the
provisions of this paragraph 6.
(e) The Fund recognizes and intends that, subject to the
foregoing provisions of this paragraph 6, affiliated broker-dealers may
be employed by OMC only so long as it is lawful to do so and that such
affiliated broker-dealers may effect portfolio transactions for the Fund
only if the commissions, fees or other remuneration received or to be
received by such affiliated broker-dealers are determined in accordance
with procedures contemplated by any rule, regulation or order adopted
under the Investment Company Act for determining the permissible level of
such commissions.
(f) Subject to the foregoing provisions of this paragraph 6,
OMC may also consider the willingness of particular broker-dealers to sell
shares of the funds advised by OMC and its affiliates as a factor in the
selection of broker-dealers for its portfolio transactions.
7. Duration.
This Agreement will take effect on the date first set forth
above. Unless earlier terminated pursuant to paragraph 9 hereof, this
Agreement shall 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 Managing General Partners, including the vote of
the majority of the Managing General Partners of the Fund who are not
parties to this Agreement or "interested persons" (as defined in the
Investment Company Act) 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" (as defined in the Investment Company Act) of the outstanding
voting securities of the Fund and by such a vote of the Fund's Managing
General Partners.
8. Disclaimer of Shareholder Liability.
OMC is expressly put on notice of the Fund's Agreement of
Limited Partnership, and the limitation of Limited Partners and Managing
General Partner liability contained therein, and that this Agreement has
been executed by and on behalf of the Fund by its officer as such officer
and not individually and that the obligations of the Fund under this
Agreement are not binding upon any shareholder or Managing General Partner
or officer of the Fund individually but bind only the assets and property
of the Fund.
9. Termination.
This Agreement may be terminated (i) by OMC at any time without
penalty upon giving the Fund sixty days' written notice (which notice may
be waived by the Fund); or (ii) by the Fund at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Fund shall be directed or approved
by the vote of a majority of all of the Managing General Partners of the
Fund then in office or by the vote of the holders of a "majority" of the
outstanding voting securities of the Fund (as defined in the Investment
Company Act).
10. Assignment or Amendment.
This Agreement may not be amended or the rights of OMC hereunder
sold, transferred, pledged or otherwise in any manner encumbered without
the affirmative vote or written consent of the holders of a "majority" of
the outstanding voting securities of the Fund. This Agreement shall
automatically and immediately terminate in the event of its "assignment,"
as defined in the Investment Company Act.
11. Definitions.
The terms and provisions of this Agreement shall be interpreted
and defined in a manner consistent with the provisions and definitions
contained in the Investment Company Act.
FIRST TRUST AMERICA FUND, L.P.
Attest:
By: /s/ Gerald E. Pelzer
- ---------------------- ----------------------------------
Gerald E. Pelzer, President
OPPENHEIMER MANAGEMENT CORPORATION
Attest:
/s/ Katherine P. Feld By:/s/ Robert G. Galli
- ---------------------- ----------------------------------
Katherine P. Feld Robert G. Galli
Vice President & Secretary Executive Vice President
ADVISORY\870
Exhibit 24(b)(8)
CUSTODIAN AGREEMENT
I. DESIGNATION OF CUSTODIAN
FIRST TRUST AMERICA FUND, L.P. (the "Fund"), an open-end series
management investment company organized as a Delaware limited partnership
having an office at 3410 South Galena Street, Denver, Colorado 80231,
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 399 Park Avenue, New York, NY 10043, as Custodian
of the Property (as defined in Section III) of the Fund. 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 (as defined below) on behalf of the
Fund, specifying the number of signatures required
for Instructions and identifying the trustees 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 trustees 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 trustees of the Fund so
authorized and (ii) in all other cases, copies of resolutions of the
trustees of the Fund, certified by the appropriate officer or officers of
the Fund.
(e) "Depository" defined. The term "Depository" as used in this
Agreement means any "system" or "person" contemplated by Section 17 (f)
of the Investment Company Act of 1940 in which the Banks may, under that
Section and any rules, regulations or orders thereunder, deposit all or
part of the Fund's securities with the consent of the Fund, and to which
the Fund has consented.
(f) "Receipt" of payment defined. Whenever this Agreement
contemplates receipt of payment by the Bank, such receipt shall mean
receipt by the Bank of (i) cash or check of a national securities exchange
certified or issued by a bank (which term, as used in this Agreement,
shall include a trust company and a Federal Reserve Bank), or a
Depository; or (ii) written or telegraphic advice from a bank, registered
clearing agency or a Depository that funds have or will be credited to the
account of the Fund or the Bank at one or more of the foregoing; or (iii)
a bank wire from a correspondent bank of the Bank; or (iv) payment other
than the foregoing, if specified in Instructions relating to the
transaction in question.
III. THE PROPERTY
(a) Property delivered. The Fund shall deliver the Property, or
cause the Property to be delivered, to the Bank or a Depository, subject
to the provisions of this Agreement. Upon delivery, the securities at the
time included in the Property, unless held by a Depository, 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 the
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 or a Depository,
(ii) all income, including option premiums, in respect of
any of such securities or other property,
(iii) all proceeds of the sale of any such securities or
other property,
(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, and
(v) any stocks, shares, bonds, financial futures
contracts, indexes, debentures, notes, mortgages and
other obligations, and any certificates, receipts,
warrants or other financial instruments representing
absolute or conditional rights or options to receive,
purchase, subscribe for or sell the same or
evidencing or representing any other rights or
interests therein, or any other property or assets,
irrespective of their form, the name by which they
may be described, whether considered as securities or
commodities, or the character or form of the entities
by which they are issued or created.
(c) Holding of Securities. The Bank shall hold in a separate
account, and physically segregate at all times from those of any other
persons, firms or corporations, pursuant to the provisions hereof, all
securities which are part of the Property, other than those held by a
Depository. All such securities are to be held or disposed of by the
Bank, or by a Depository, subject at all times to Instructions pursuant
to the terms of this Agreement. The Bank shall have no power or authority
to (or to cause a Depository to) assign, hypothecate, pledge, or otherwise
dispose of any such securities except pursuant to Instructions and only
for the account of the Fund, as set forth in Section VI of this Agreement.
The Bank will, upon receipt of proper Instructions, segregate
cash and/or securities of the Fund into escrow accounts in the name of a
designated broker or exchange clearing organization which is a party with
the Fund to an agreement relating to the financial futures contracts
described in paragraph (b) of this Section III. The Bank will confirm the
terms of such escrow to the broker or clearing organization and provide
a copy of such confirmation to the Fund. The Bank will not, however, make
any payment or transfer from any such escrow account except to the named
broker or clearing organization upon receipt of written notice by such
broker or clearing organization representing that the Fund is in default
of a specified obligation for which the escrow was established and setting
forth the amount represented to be due by the Fund to such broker or
clearing organization.
IV. REGISTRATION OF SECURITIES:
COMMERCIAL ACCOUNTS; OVERDRAFTS; RECEIPT OF SECURITIES
(a) Registration of securities. The securities included in the
Property shall, unless held by a Depository, 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 or order after receipt of Instructions, and the Bank
shall deposit in such account or accounts all cash constituting, or which
is to become, part of the Property. The Bank shall make payments of cash
to or for the account, of the Fund from such cash accounts only pursuant
to Section VI of this Agreement or as otherwise specifically provided in
this Agreement.
(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 therefore.
(e) "Receipt" of securities defined. Whenever this Agreement
contemplates receipt of securities by the Bank, such receipt shall mean
receipt by the Bank of (i) securities in bearer form or in form of
transfer satisfactory to the Bank; or (ii) written or telegraphic advice
from a Depository that securities have been credited to the account of the
Fund or the Bank at the Depository; or (iii) written or telegraphic advice
from any bank or responsible commercial agent doing business in the United
States or any foreign country and designated by the Bank as its agent for
this purpose that such securities have been deposited with it.
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 telecopier, tested telegram, cable or Telex or by facsimile sending
device, signed in the name of the Fund by the requisite number of Fund
officers or authorized signatories of the Fund as the Board of Trustees
or executive committee of the Fund has authorized to give the particular
class of Instructions in question. Different persons may be authorized
to give Instructions for different purposes. Instructions may be general
or specific in terms.
(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, resolution or proceeding
of the shareholders or the trustees, 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 evidence of the authority of the signatories
designated therein to act on behalf of the Fund.
VI. TRANSACTIONS REQUIRING INSTRUCTIONS
(a) Payments of cash. The Bank shall make payments of cash to or
for the account of the Fund only as follows or as otherwise specifically
provided in this Agreement:
(i) 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 cash 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),
payment to be made only upon receipt of the
securities, 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
received further Instructions reinstating such
original Instructions;
(ii) upon receipt of Instructions to do so, the Bank shall
make payment to a bank of principal of or interest on
bank loans made to the Fund;
(iii) upon receipt of Instructions to do so, the Bank shall
make payments for the Redemption of shares of the
Fund (subject to the provisions of Section VIII (a)
of this Agreement);
(iv) upon receipt of Instructions to do so, the Bank shall
make payments for the payment of dividends, taxes,
management or supervisory fees or operating expenses
(including, without limitation thereto, fees for
legal, accounting and auditing services);
(v) upon receipt of Instructions to do so, the Bank shall
make payments in connection with conversion, exchange
or surrender of securities owned or subscribed to by
the Fund held by or to be received by the Bank;
(vi) upon receipt of Instructions to do so, the Bank will
make payments pursuant to a specified agreement for
loaning the Fund's securities (which Instructions
shall identify the loan agreement under which the
payment is to be made, the date of payment, the name
of the borrower and the securities to be received, if
any in exchange for the payment); and
(vii) upon receipt of Instructions to do so, the Bank shall
make payment for other proper corporate purposes, but
only on receipt of a Resolution certified as set
forth in the definition of that term and
countersigned by another officer of the Fund
specifying the amount of such payment, setting forth
the purpose for which such payment is to be made,
declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom
such payment is to be made.
(b) Transfer, Exchange or Delivery of Securities. The bank shall
transfer, exchange or deliver securities which are part of the Property
only as follows: upon receipt of Instructions to do so, the Bank shall
deliver (or cause a Depository to deliver) securities against such payment
or other consideration or written receipt therefor as shall be specified
in such Instructions, in the following cases: (i) upon sales of such
securities for the account of the Fund and receipt by the Bank of payment
therefor; (ii) for examination by a broker selling for the account of the
Fund in accordance with street delivery custom; (iii) for payment when
such Property has been called, redeemed or retired, or has otherwise
become payable at the option of the holder thereof; (iv) 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; (v) for deposit with a
reorganization committee or protective committee pursuant to a deposit
agreement; (vi) 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; (vii) in the case of
warrants, rights or other similar securities, upon the exercise thereof;
(viii) in the case of interim receipts or temporary securities, upon the
surrender thereof for definitive securities; (ix) upon the exercise of
a call written by the Fund for which the Bank (or a Depository) has
written an escrow receipt (which term, as used in this Agreement, shall
include an option guarantee letter), subject to the provisions of Section
VI(e); (x) for the deposit of securities in a Depository; (xi) for the
purpose of Redemption in kind of shares of the Fund (subject to Section
VIII(a) of this Agreement); (xii) for the purpose of loaning securities
against receipt by the Bank of collateral therefor (the Instructions as
to which shall specify the securities to be delivered, the loan agreement
under which the delivery is to be made, the date of delivery, the name of
the borrower and the amount of collateral to be received in connection
therewith); and (xiii) for other proper corporate purposes. The Bank
shall make a delivery described in Section VI(c)(xiii) only on receipt of
a Resolution certified as set forth in the definition of that term and
countersigned by another officer of the Fund specifying the securities,
setting forth the purpose for which such delivery is to be made, declaring
such purpose to be a proper corporate purpose and naming the person or
persons to whom said delivery is to be made.
(c) 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.
(d) 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. The Bank shall
promptly deliver, or cause to be executed and delivered, to the Fund all
notices, proxies and proxy soliciting materials with relation to such
securities, such proxies to be executed by the registered holder of such
securities (if registered otherwise than in the name of the Fund) but
without indicating the manner in which such proxies are to be voted.
(e) Escrow receipts. In accordance with mutually agreed-upon
arrangements and upon receipt of Instructions to do so, the Bank will
execute, or cause a Depository to execute, an escrow receipt relating to
a call written by the Fund upon receipt of payment for the premium
therefor. Such Instructions shall contain all information necessary for
the issuance of such receipts and will authorize the deposit of the
securities named in such Instructions into an escrow account of the Fund.
Securities so deposited into an escrow account will be held by the Bank
or Depository subject to the terms of such escrow receipt. However, the
Bank agrees that it will not deliver, or cause a Depository to deliver,
any securities deposited in an escrow account pursuant to an exercise
notice unless the Bank has received Instructions to do so or (i) the Bank
has duly requested the issuance of such Instructions, (ii)
at least two business days have elapsed since the receipt of such request
by the Fund, and (iii) the Fund has not advised the Bank by Instructions
that it has purchased securities that are to be delivered by the Bank or
a Depository pursuant to the exercise notice. The Fund agrees that it
will not issue any Instructions to the Bank with respect to the Property
which shall conflict with the terms of any escrow receipt executed by the
Bank or any Depository in relation to the Fund and which is then in
effect. The parties understand that the Fund may write calls on
securities ("underlying securities") which are not part of the Property
and issue Instructions to the Bank to execute, or cause a Depository to
execute, an escrow receipt on securities ("convertible securities") which
are, or are to be, part of the Property and are convertible into the
underlying securities. In such event, the Fund agrees that (i) any
Instructions by it as to the execution of the escrow receipt will relate
only to such convertible securities, and (ii) any Instructions by it as
to the delivery of securities relating to such call will relate only to
such convertible securities without responsibility on the part of the Bank
to effect any conversion thereof.
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) pendency of calls
and maturities of securities and expiration of rights in connection
therewith received by the Bank from issuers of securities being held for
the Fund. With respect to tender or exchange offers, the Bank shall
transmit promptly to the Fund all written information received from
issuers of the securities whose tender or exchange is being sought and
from the party (or his agents) making the tender or exchange offer.
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
questions 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: the Bank shall furnish
the Fund both on a daily and a monthly basis with a statement summarizing
all transactions and entries for the account of the Fund. The Bank shall
furnish the Fund at the end of every month with a list of the portfolio
securities held by it or a Depository as custodian for the Fund, adjusted
for all commitments confirmed by the Fund as of such time, certified by
a duly authorized officer of the Bank. The books and records of the Bank
pertaining to its actions under this Agreement shall be open to inspection
and audit at all times by officers of the Fund, its auditors and officers
of its investment adviser.
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 with respect to 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 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) attorney's 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, 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 gross negligence, willful
misfeasance or bad faith 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 any of its duties
under this Agreement. Without limiting the generality of the foregoing
or of any other provisions 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.
(c) Depositories. In using the facilities of a Depository, the Bank
undertakes to comply with the requirements of Rule 17f-4(d) insofar as the
same apply to a custodian, and shall be responsible for the prompt and
effective enforcement of its rights against the Depository in respect of
the property including the proper replacement of any certificated security
which has been lost, destroyed, wrongfully taken, mislaid or erroneously
delivered while in the custody of the Depository.
XIV. ADVERTISING
No printed or other matter in any language which mentions the Bank's
name other than in the context of the Bank's rights, powers or duties as
the custodian of the Fund shall be issued by the Fund or on the Fund's
behalf unless the Bank shall first have been given notice thereof.
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 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 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 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
shall 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. DEPOSITORIES; ASTRA
The Fund authorizes the Bank, for any securities held hereunder, to
use the services of any United States central securities depository
permitted to perform such services for registered investment companies and
their custodians under Rule 17f-4 under the Act ("System"), the use of
which is subject to the terms and conditions of this Section XVII.
The terms of the use of any System under this Agreement shall be
governed by the terms and conditions of Rule 17f-4 under the Investment
Company Act of 1940, to which terms and conditions the parties hereto
agree as if set forth in full in this Agreement. The parties also agree
that such terms and conditions shall supersede any conflicting provisions
of this Agreement. Nothing herein shall be deemed to require that the
Custodian ascertain, as a condition to the use of any System, that any
required action has been taken by the Board of Trustees of the Fund.
If and to the extent that a System permits the withdrawal of a
security from that System in certificate form and the Fund requires a
certificate for making a loan or otherwise, the Bank shall take all
necessary and appropriate action to obtain such certificate upon receipt
of an officer's certificate requesting the same.
The liability of the Bank to the Fund in connection with the use of
any System shall be subject to the provisions of Section XIII of this
Agreement.
The Bank agrees that it will effectively enforce such rights as it
may have against any System and will use its best efforts, and will
enforce any such rights as it may have against any System, to require that
such System shall take all appropriate and necessary steps to obtain
replacement of any certificated security in such System which has been
lost, apparently destroyed, wrongfully taken, mislaid or erroneously
delivered while in the custody of the System.
The Fund can have dial-up access to its own custodian account in the
Bank's computerized accounting system (the "ASTRA System") in order to:
(i) accept or reject executed securities transactions (other than in
foreign securities) as submitted for confirmation by brokers and dealers
through the Institutional Delivery ("ID") System of Depository Trust
Company ("DTC") in which the Bank is a participant; and (ii) issue
instructions for the settlement of accepted transactions by the Bank
(through the ID System of DTC or otherwise) pursuant to the terms of this
Agreement.
1. The Bank will provide such current instructions and password as
may be necessary for the Fund to have dial-up access to its own custody
account in the ASTRA System, which instructions and password, including
any changed instructions or password, will be delivered personally or by
certified mail, return receipt requested, to such officer(s) of the Fund
as may, from time to time, be designated in a written instruction given
by the Fund in accordance with Article V of this Agreement and signed by
the Secretary, Assistant Secretary or Treasurer of the Fund.
2. The Bank will change such instructions or password as frequently
as may reasonably be requested by the Fund for security reasons.
3. The Bank is obligated and authorized to act and rely upon any
instructions received by it through the ASTRA System, as fully as in the
case of instructions given pursuant to Article V of this Agreement,
regardless of whether such instructions have been authorized by the Fund,
provided that such instructions are accompanied by the code password and
account identification information furnished, from time to time, by the
Bank to the Fund as hereinabove provided. Any such instructions received
by the Bank through the ASTRA System will be considered "Instructions" for
all purposes under this Agreement, including without limitation the
indemnification provisions of Article XII hereof.
4. Both the Fund and the Bank will keep for at least five years and
produce on request, in machine readable form, copies of any instructions
sent or received pursuant to the provisions hereof.
XVIII. 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. 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 Fund's 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.
(e) Disclaimer of Shareholder Liability. The Bank understands that
the obligations of the Fund under this Agreement are not binding upon any
trustee or shareholder of the Fund personally, but bind only the Fund and
the Fund's property. The Bank represents that it has notice of the
provisions of the Declaration of Trust of the Fund disclaiming shareholder
liability for acts or obligations of the Fund.
(f) Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of New York.
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 1st day of June, 1990.
CITIBANK, N.A.
By:
---------------------------------
---------------------------------
(Name and Title)
FIRST TRUST AMERICA FUND, L.P.
By: /s/ Robert G. Galli
---------------------------------
Robert G. Galli, Vice President
CUSTODY\870
Exhibit 24(b)(10)
Law Office of
CHAPMAN AND CUTLER
111 West Monroe Street, Chicago, Illinois 60603
Telephone 312-845-3000
Theodore S. Chapman Salt Lake City Office
Senior Partner 50 South Mews Street
Henry E. Cutler Salt Lake City, Utah 84144
Partner
April 28, 1987
Limited Partners
FIRST TRUST AMERICA FUND, L.P.
300 West Washington Street
Chicago, Illinois 60808
Gentlemen:
We have served as counsel to Clayton Brown Investments, Inc. and
certain individuals who are general partners (collectively the "general
partners") of the First Trust America Fund, L.P. (the "Partnership") in
connection with the issuance of shares in the Partnership representing
limited partnership interests in the Partnership. The general partners
of the Partnership have requested on your behalf our opinion with regard
to whether a "nonresident alien individual" or a "foreign corporation" (as
those terms are defined by Section 7701 of the Internal Revenue Case of
1986) who owns a limited partnership interest in the Partnership will,
solely by virtue of such investment, be "engaged in a trade or business
within the United States" for federal income tax purposes under Sections
864(b), 871(b), 875(1), 882 and 1446 of the Internal Revenue Code of 1986
(the "Code").
In rendering this opinion, we have examined the Agreement of Limited
Partnership, dated April 28, 1987 (the "Partnership Agreement"), and the
Partnership Registration Statement filed on March 6, 1987 (as amended on
April 21, 1987) with the Securities and Exchange Commission on Form N-1A
under the Securities Act of 1933 and the Investment Company Act of 1940,
as amended. We have assumed that the partnership is properly
characterized as a partnership for federal income tax purposes. We also
have assumed that the Partnership will, throughout its existence, be
conducted in all respects in accordance with the following representations
of the general partners made as of this date with respect to certain
material facts:
1. It is the intention of the Partnership to purchase and hold
securities on a long term basis, deriving substantially all of the
Partnership's income from receipt of interest income.
2. The Partnership does not intend to purchase or sell
securities with the purpose of deriving any of the Partnership's income
from trading profits.
3. The Partnership intends to enter into repurchase agreements
solely as a means of temporary investment of cash from interest or upon
maturity or sale of securities of the Partnership, or from partial
principal payments from GNMA and other mortgage collateralized securities
of the Partnership. The purpose of such temporary, interim investments
is to employ such funds prior to reinvesting them in U.S. securities,
distributing them to limited partners or providing liquidity in the event
of redemption of interests by limited partners.
4. The partnership does not intend to sell or otherwise
dispose of U.S. securities or other investments prior to their scheduled
maturities. It is anticipated that any such sales prior to maturity will
occur solely as a result of unanticipated liquidity needs. It is not
intended that the Partnership will sell any securities prior to their
scheduled maturities solely to realize trading profits.
5. It is anticipated that the annual portfolio turnover rate
for the Partnership will not exceed 100%.
6. The Partnership intends to invest at least 75% of
Partnership funds in the U.S. government securities (including securities
indirectly guaranteed by the U.S. government or certain other quasi-
governmental agencies and corporations, such as GNMA certificates and
certain other mortgage collateralized obligations), as defined in the
Prospectus.
7. The Partnership will not borrow money except from banks for
temporary or emergency purposes and then in amounts not in excess of 5%
of the total assets of the Partnership, or mortgage, pledge or hypothecate
any assets in connection with borrowing and in amounts not in excess of
7 1/2% of the total assets of the Partnership.
8. The Partnership will not own any debt instrument which
entitles the Partnership to any interest in U.S. real property except as
a creditor within the meaning of Treas. Reg. Section 1.897-1(d) and will
not invest in any U.S. real property interests within the meaning of
Section 897 of the Internal Revenue Code of 1986 (the "Code") subject to
10 percent withholding pursuant to Code Section 1445.
9. The Partnership will not acquire or sell options to "put"
or "call" securities or otherwise enter into so-called "hedging"
transactions with respect to the securities of the Partnership.
Based upon the foregoing, and upon such matters of law as we consider
to be applicable, we are of the opinion that, under existing federal
income tax law, nonresident alien individuals and foreign corporations who
own limited partnership interests in the Partnership will not be deemed
to be engaged in a U.S. trade or
business within the meaning of Sections 864(b), 871(b), 875(1), 882 and
1446 of the Code, solely by reason of owning such limited partnership
interests.
Based upon representations by the general partners previously
discussed, the Partnership will not own any debt instruments, including
GNMA, FNMA, FHLMC certificates and certain other mortgage collaterized
certificates, which entitles the Partnership to any interest in U.S. real
property except solely as a creditor, within the meaning of Treas. Reg.
Section 1.897-1(d). Accordingly, the 10 percent withholding tax (enacted
pursuant to the Foreign Investment in Real Property Tax Act ("FIRPTA")
shall not apply with respect to distributions by the Partnership to the
limited partners applicable with respect to dispositions of interests in
U.S. real property by a nonresident alien individual or foreign
corporation.
Our opinion is predicated upon the facts and conditions set forth
herein and upon an analysis of the statutes, regulatory interpretations
and case law as of this date.
Further, our opinion is limited to the specific mattes addressed in
this letter.
Respectfully Submitted,
/s/ Chapman and Cutler
CHAPMAN and CUTLER
<PAGE>
Law Office of
CHAPMAN AND CUTLER
111 West Monroe Street, Chicago, Illinois 60603
May 8, 1987
General Partners
FIRST TRUST AMERICA FUND, L.P.
300 West Washington Street
Chicago, Illinois 60808
Re: First Trust America Fund, L.P.
Gentlemen:
We have served as counsel for First Trust America Fund, L.P. (The
"Fund") which proposes to offer and sell its shares (the "Shares") in the
manner and on the terms set forth in its Registration Statement filed with
the Securities and Exchange Commission under the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended.
In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to
enable us to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The Fund is duly organized and validly existing as a limited
partnership under the laws of the State of Delaware.
2. The Shares of the Fund which are currently being registered
by the Registration statement referred to above may be legally and validly
issued from time to time in accordance with the Agreement of Limited
Partnership and subject to compliance with the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and applicable
state laws regulating the sale of securities and the receipt by the Fund
of a purchase price of not less than the net asset value per Share and
such Shares, when so sold, will be legally issued and outstanding, fully
paid and nonamendable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-12463) relating to the Shares referred
to above, to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted
/s/ Chapman and Cutler
CHAPMAN AND CUTLER
Exhibit 24(11)
INDEPENDENT AUDITORS' CONSENT
Centennial America Fund, L.P.:
We consent to the use in Post-Effective Amendment No. 14 to Registration
Statement No. 33-12463 of our report dated January 23, 1995 on the
financial statements of Centennial America Fund, L.P. 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
DELOITTE & TOUCHE
Denver, Colorado
April 14, 1995
Centennial America Fund L.P.
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:
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
12/19/91 0.0017441 0.0001184 1.000
12/31/91 0.0016029 0.0000 1.000
01/16/92 0.0017250 0.0000 1.000
02/20/92 0.0038875 0.0000 1.000
03/19/92 0.0030965 0.0000 1.000
04/15/92 0.0029464 0.0000 1.000
05/21/92 0.0037806 0.0000 1.000
06/18/92 0.0028695 0.0000 1.000
07/16/92 0.0027847 0.0000 1.000
08/20/92 0.0032751 0.0000 1.000
09/17/92 0.0026355 0.0005058 1.000
10/15/92 0.0025069 0.0000 1.000
11/19/92 0.0030773 0.0000 1.000
12/17/92 0.0024251 0.0000 1.000
12/31/92 0.0014344 0.0015197 1.000
01/21/93 0.0012581 0.0000 1.000
02/18/93 0.0018393 0.0000 1.000
03/18/93 0.0016455 0.0000 1.000
04/15/93 0.0017048 0.0000 1.000
05/20/93 0.0021779 0.0000 1.000
06/17/93 0.0018371 0.0000 1.000
07/15/93 0.0016959 0.0000 1.000
08/19/93 0.0020347 0.0000 1.000
09/16/93 0.0016399 0.0000 1.000
10/21/93 0.0020626 0.0000 1.000
11/18/93 0.0016169 0.0000 1.000
12/16/93 0.0016378 0.0000 1.000
12/31/93 0.0009579 0.0000 1.000
01/20/94 0.0009990 0.0000 1.000
02/17/94 0.0015858 0.0000 1.000
03/17/94 0.0016755 0.0000 1.000
04/21/94 0.0020616 0.0000 1.000
05/19/94 0.0019151 0.0000 1.000
06/16/94 0.0021624 0.0000 1.000
07/21/94 0.0027866 0.0000 1.000
08/18/94 0.0022785 0.0000 1.000
09/15/94 0.0024638 0.0000 1.000
10/20/94 0.0032774 0.0000 1.000
11/17/94 0.0026015 0.0000 1.000
12/15/94 0.0030126 0.0000 1.000
12/30/94 0.0018953 0.0000 1.000
Centennial America Fund L.P.
Page 2
April 17, 1995
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 Inception
$1,029.10 1 $1,097.07 .3253
(---------) - 1 = 2.91% (---------) - 1 = 3.06%
$1,000 $1,000
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 Inception
$1,029.10 - $1,000 $1,097.07 - $1,000
------------------ = 2.91% ------------------ = 9.71%
$1,000 $1,000
Centennial America Fund L.P.
Page 3
April 17, 1995
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 .0001079
12/28/94 .0001105
12/29/94 .0001078
12/30/94 .0001046
12/31/94 .0001046
01/01/95 .0001046
01/02/95 .0001046
Seven Day
Total: .0007446
Current Yield: $0.0007446/7 x 365 = 3.88%
365/7
Effective Yield: (.0007446 + 1) - 1 = 3.96%
<TABLE> <S> <C>
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<CIK> 000811267
<NAME> CENTENNIAL AMERICA FUND, L.P.
<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> 5599335
<INVESTMENTS-AT-VALUE> 5599335
<RECEIVABLES> 595674
<ASSETS-OTHER> 43849
<OTHER-ITEMS-ASSETS> 21334
<TOTAL-ASSETS> 6260192
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 59559
<TOTAL-LIABILITIES> 59559
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6200633
<SHARES-COMMON-STOCK> 6200633
<SHARES-COMMON-PRIOR> 4349011
<ACCUMULATED-NII-CURRENT> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 6200633
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 248258
<OTHER-INCOME> 0
<EXPENSES-NET> 83622
<NET-INVESTMENT-INCOME> 164636
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 164636
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 164636
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
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