CENTENNIAL AMERICA FUND L P, 497, 1995-05-04

CENTENNIAL AMERICA FUND L P
497, 1995-05-04

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A.G. Edwards
Investments Since 1887

Total Asset

The One Account for Today's Investor

Centennial America Fund, L.P.

1995 Prospectus

Managed and Distributed by

Centennial Asset
Management Corporation

<PAGE>

Total Asset Account

Summary Description

The Total Asset Account Program (TAA) of A.G. Edwards & Sons, Inc.
(AGE) offers integrated financial services by linking together three
components:

(1) the Securities Account, which is a conventional AGE securities
margin account;

(2) the Investment Fund, which consists of your choice of no-load
money market funds (the Funds); and

(3) the VISAR Account, which is a VISA check/card account maintained
by Bank One, N.A., Columbus, Ohio (Bank One).

Free cash balances (i.e., any cash that may be withdrawn or
transferred out of the Securities Account without creating an interest
charge or a need for additional margin) held in the Securities Account of
persons establishing a TAA are invested in either Centennial Money Market
Trust, a no-load money market fund (the Money Market Trust), Centennial
Tax Exempt Trust, a no-load, short-term tax-exempt securities fund (the
Tax Exempt Trust), Centennial Government Trust, a no-load, short-term
government securities fund (the Government Trust) or in Centennial America
Fund, L.P., a no-load government securities money market fund for foreign
investors. In addition, residents of California and New York are offered
the option of investing in Centennial California Tax Exempt Trust and
Centennial New York Tax Exempt Trust, respectively (the State Tax Exempt
Funds).

AGE charges a fee for the TAA services to partially defray the costs
of maintaining and servicing the TAA, including Bank One's processing
charges that AGE will pay. AGE will make no commission or other charge
in connection with the purchase or redemption of Fund shares. The Funds
pay investment advisory fees and incur certain administrative and
operational expenses, as do other mutual funds. The client will pay AGE's
normal brokerage fees for securities transactions in the Securities
Account and will pay interest on margin loans made in the Account. In
addition, Bank One may impose certain charges in the VISA Account.

An AGE client may subscribe to the TAA financial service by
depositing a minimum of $10,000 in any combination of cash and/or
securities in the Securities Account. AGE may alter or waive conditions
on which a TAA may be established, either with respect to services
generally or to special groups or limited categories of individuals. AGE
may change the annual service fee at any time on 10 days' notice to
participants. Both AGE and Bank One have the right to reject any
application to open a TAA and to terminate a TAA for any reason. The
following pages describe the principal attributes of each TAA component.

This description of the TAA is a brochure and is not a prospectus,
and must be accompanied by the current prospectus of Centennial Money
Market Trust, Centennial Tax Exempt Trust, Centennial Government Trust,
Centennial America Fund, L.P., or the State Tax Exempt Funds. The
prospectus describes in detail the Fund's objective, investment policies,
risks, fees and other matters of interest. Please read the attached
prospectus carefully before you invest or send money.

<PAGE>

Securities Account
The Securities Account, the primary component of the TAA, is a
conventional margin account maintained by AGE, which the client may use
to purchase and sell securities and options on margin or on a fully paid
basis. All dividends and interest accruing and paid on these securities
will be held pending use in accordance with the agreements between AGE and
the client. The interest rates charged for margin loans range from 3/4%
to 2 1/2% above the rate charged by New York City banks to brokers to
finance clients' margin transactions. The maximum loan value of
marginable common stocks is presently 50% of their current value. AGE
will maintain the Securities Account in accordance with and subject to all
then applicable federal and state laws and rules and regulations
promulgated thereunder; the constitution, rules, customs and usages of the
applicable exchange, association, market or clearinghouse; and the customs
and usages of those transacting business on such exchange, market or
clearinghouse. As in the case of a regular margin account, the client
pays AGE's normal brokerage fees for securities transactions in the
Securities Account. Each client will have the same protection with
respect to the Securities Account as any other Securities Account client,
including up to $500,000 from the Securities Investor Protection
Corporation. In addition, each client has an extra $49.5 million worth
of coverage on all securities held by AGE in a TAA, including Fund shares.

The Funds
AGE will automatically invest free cash balances in the Securities
Account in shares of the Money Market Trust, the Tax Exempt Trust, the
Government Trust, Centennial America Fund, L.P.,* or the appropriate State
Tax Exempt Fund, depending on which Fund the investor selects as the
primary investment. Free cash balances will be invested automatically no
less frequently than weekly in shares of the appropriate Fund at its net
asset value as described below. Dividends will be declared daily on Fund
shares and will be reinvested monthly in additional shares. The investor
may change the primary Fund at any time. The client understands that an
investment in the Fund is not equivalent to a deposit. Although the Fund
strives to maintain a net asset value of $1 per share, the value of a
shareholder's investment may fluctuate as with any investment in
securities. Certificates of the Fund will not be physically issued. For
further information, see "How to Buy Shares" and "Dividends, Distributions
and Tax Information" or "Distributions and Taxes" in the accompanying Fund
prospectus. The Funds' distributor partially reimburses AGE for costs
incurred in distributing Fund shares.

The TAA permits a client to use free cash balances effectively by
having them promptly invested in Fund shares, ensuring full investment of
such funds pending other investments in the Securities Account or payments
of charges incurred in the VISA check/card account. Because AGE may
advance funds on a client's behalf to purchase Fund shares and earn
dividends prior to final collection of checks deposited to the client's
account, it is understood AGE may withhold access to redemption proceeds
of Fund shares purchased with advanced funds until it is satisfied that
all checks deposited to the client's account have been collected. The
Federal Deposit Insurance Corporation, or any other governmental insurance
agency, does not insure the value of Fund shares. However, Fund shares,
like shares of any public issuer held in a brokerage account, are subject
to the Securities Investor Protection Act, which protects brokerage
clients from losses up to $500,000 arising from the insolvency of their
brokerage firm. AGE also provides an additional $49.5 million worth of
account protection through a special policy with a major independent
insurance carrier.

Fund shares will be redeemed automatically as necessary to satisfy
debit balances in the Securities
- -----------------
*Centennial America Fund, L.P. is only available to foreign investors.

This brochure is not part of the prospectus.

<PAGE>

Account or amounts owing in the VISA check/card account and may also be
redeemed at the client's request if not required to satisfy such debit
balances as described below.

AGE will make no commission or other charge with respect to the
purchase or redemption of Fund shares. The Funds have been created as
component parts of the TAA and other investment programs and, in view of
the service fee charged TAA participants, investors who seek solely to
invest cash in a money market fund or a short-term, tax-exempt or a
government securities fund and do not wish to use the automatic investment
and other special features of the TAA, should consider other money market,
tax-exempt or government securities funds offered directly to the public
as a more suitable investment. Centennial Asset Management Corporation,
the distributor of the Funds, may add additional investment funds as
components of the TAA in the future.

The Funds constitute only one component of the TAA. Investors should
read the prospectuses of the Funds in conjunction with the TAA Agreement,
which is available from AGE and must be signed by TAA participants.

Automatic Purchases
Once AGE and Bank One accept a TAA, free cash balances at the end of
each week will be invested automatically on the first business day of the
following week in the primary Fund selected by the investor. Free cash
balances arising from certain transactions will be invested automatically
in Fund shares prior to the previously mentioned automatic investment; the
free cash balances from those transactions are as follows: (a) free cash
balances in any amount of $1 or more arising from the sale of securities
will be invested on the next business day following receipt of the
proceeds; and (b) free cash balances arising from a cash deposit or from
other nondividend or interest entries of $500 or more on any one day will
be invested on the next business day following the deposit or entry unless
the deposit is made after the local AGE branch cashiering deadline.
Dividends and interest totaling $500 or more on any one day will be
invested on the next business day. Shares are credited with the dividend
earned on the date of purchase for shares purchased by noon Eastern time
that day. At any time, the client may withdraw any uninvested free cash
balance from the Securities Account by notifying the investment broker by
letter or telephone. For further information, see "How to Buy Shares" and
"Dividends, Distributions and Tax Information" in the accompanying Fund
prospectus.

Redemption of Shares
Each Fund must redeem for cash all full and fractional shares of the
Fund subject to the conditions described in its prospectus. The
redemption price is the net asset value per share next determined after
receipt by the transfer agent of proper notice of redemption, in
accordance with either the automatic or manual procedures described below.
If the transfer agent receives the notice from AGE before the
determination of net asset value at noon Eastern time on any day that the
New York Stock Exchange and the Fund's custodian bank are open for
business, the redemption will be effective on that day. Payment of the
redemption proceeds will be made after noon Eastern time on the day the
redemption becomes effective. If AGE receives the notice after noon
Eastern time, the redemption in the TAA will be effective on the next
business day and payment will be made on that day. If an investor redeems
all of the Fund shares in the TAA at any time during a month, the Fund
will pay all dividends accrued to the date of redemption together with the
redemption proceeds. Dividends in TAAs are earned through the day prior
to redemption. For further information, see
"How to Redeem Shares" in the accompanying Fund prospectus.

This brochure is not part of the prospectus.

<PAGE>

Automatic Redemptions
Whenever a debit balance arises in the Securities Account created by
activity therein or created by VISA card purchases, cash advances, or
checks written against the VISA Account, AGE will automatically effect
redemptions. Daily debit balances will be satisfied first by any free
cash balances and second by the redemption of Fund shares. Margin loans
will be used to satisfy debits remaining in either the Securities Account
or the VISA Account after the use of the free cash balances and the
redemption of all Fund shares, and the investor may not purchase shares
until all debits and margin loans are satisfied. If Fund shares are
redeemed to satisfy these debits, the investor earns dividends up to the
day AGE makes payment for the TAA.

Manual Redemption
Shareholders may redeem Fund shares directly by submitting a written
request for redemption to AGE, which will submit requests to the Funds'
transfer agent. AGE will ordinarily mail cash proceeds from the manual
redemption of Fund shares to the shareholder. Redemption requests should
not be sent to the Funds or their transfer agent. The redemption request
requires the signatures of all persons in whose name the Securities
Account is established, signed exactly as their names appear on their
statements. In certain instances, additional documents, such as, but not
limited to, trust instruments, death certificates, appointments as
executor or administrator, or certificates of corporate authority, may be
required before redemption may be made.

VISA Account
Bank One, with which AGE has entered into an agreement for this
purpose, may issue a VISA card and checks to each person who is a TAA
client other than under certain accounts described below under "Group
Plans and Special Accounts." The TAA client may use the VISA card to
purchase merchandise or services at participating establishments or to
obtain cash advances (which a bank may limit to $5,000 per account per
day) from any participating bank or its branch. Any of 362,000 worldwide
bank branches in the VISA system, as well as all establishments accepting
the VISA card, will honor the VISA card. Presently, more than 10 million
stores, restaurants and service outlets worldwide honor the VISA card.
You may also obtain cash advances using your VISA card and personal
identification number (PIN) from automated teller machines (ATMs)
displaying the VISA or PLUSR logos. A $1 charge is assessed for each ATM
transaction or cash advance. The TAA client may draw checks on the VISA
Account for any purpose. Bank One will impose its normal charges for stop
payment orders and checks that are returned because they have exceeded the
authorization limit described below or for special, investigative or
research services. If a client wishes to stop payment on a TAA check,
verbal requests must be confirmed in writing to AGE and the bank within
14 days, and the request will not bind AGE or the bank for a period of
four business days after the initial request. Neither AGE nor the bank
will incur any liability for honoring a check within four business days
of the client request. The client understands a stop payment fee may be
charged for this special request

Neither the VISA card nor the Bank One checks may be used to purchase
securities in the Securities Account or Fund shares. The maximum amount
available (authorization limit) for VISA purchases, cash advances and Bank
One checking for a client's TAA is the total of (a) any uninvested free
cash balances in the Securities Account, (b) the net asset value of the
Fund shares held for the client's TAA, and (c) the available margin loan
value of securities in the Securities Account. Since the authorization
limit depends on the status of cleared checks deposited to the Securities
Account, securities prices, as well as changes in the debit balance in the
Securities Account and the VISA Account, will fluctuate from day to day.
The authorization limit is instantaneously reduced at the time Bank One
is notified of the use of the VISA card, not at the time the applicable
sales draft or cash advance draft is paid. Fund shares are not redeemed,
however, until the item

This brochure is not part of the prospectus.

<PAGE>

is presented to Bank One for payment and the request is submitted to AGE
for redemption.

Unlike standard credit card procedures under which bills are rendered
monthly and free credit may be extended for a period of up to 25 days
thereafter, Bank One will notify AGE daily of any charges presented
against the VISA Account, whether by use of the VISA card or checks. AGE
will pay Bank One on behalf of its clients from the TAA on the day AGE
receives notice of the debit. AGE will pay for charges in the following
order of priority: first, from free cash balances, if any, held in the
Securities Account pending investment; second, from the proceeds of
redemption of Fund shares; and third (if those sources prove
insufficient), from margin loans made to the client by AGE within the
available margin loan value of the securities in the Securities Account.
AGE will charge interest on any such margin loans. This system provides
for an efficient use of funds since the client will not incur the cost of
a margin loan until all free cash balances and funds invested in Fund
shares are fully used. If charges in an investor's VISA Account are
satisfied by redemption of Fund shares, ownership of the shares will
transfer to AGE as of the date it pays Bank One on behalf of the investor,
and AGE will retain dividends accruing on the shares between the date of
the payment and the date of redemption. Clients have no unsecured
borrowing privileges in the VISA Account. A client participating in the
TAA program must agree not to exceed the authorization limit. Any
overdraft will be immediately payable by the client to Bank One, which
will impose a charge at an annual rate not to exceed 25% for the time the
overdraft is outstanding.

At its sole discretion, AGE may return a check unpaid if there are
insufficient funds in the account to cover payment. The account will be
subject to additional charges for each returned check. The account may
also be subject to any additional fees charged by a processing bank for
excessive deposits.

Clients who subscribe to a TAA will receive a transaction statement
from AGE that will detail all TAA transactions during the preceding month.
The statement will describe securities and options bought and sold in the
Securities Account, whether on margin or on a fully paid basis, any other
type of transaction effected in the Securities Account, margin interest
charges, if any, Fund shares that were purchased or redeemed, and
dividends on Fund shares. The statement will also show purchases of
merchandise or services with the VISA card, checks drawn against the VISA
Account and cash advances. The Fund will not send confirmations for
automatic purchases and redemption of fund shares.

A client may subscribe to the TAA with the minimum amount of $10,000
in any combination of gross market value of securities, marginable or
nonmarginable, and/or cash. To subscribe, clients must execute a TAA
Agreement with AGE, which includes a Checking Account/VISA Account
Application. AGE, in its discretion, may waive such conditions in special
instances, certain of which are described below under "Group Plans and
Special Accounts." Both AGE and Bank One may terminate any client's TAA
for any reason at any time. AGE may terminate a client's TAA if, at the
expiration date of the client's VISA card, the Securities Account does not
have a value of at least $5,000, including any Fund shares. New York
Stock Exchange rules require that margin accounts maintain a minimum of
$2,000 of equity. Clients may be prohibited from maintaining both a TAA
and a non-TAA account with AGE.

Clients subscribing to the TAA may be liable for the unauthorized use
of their VISA card in an amount up to $50. The owner of the VISA card
will not be liable for any unauthorized use that occurs after Bank One has
been notified verbally or in writing of loss, theft or possible
unauthorized use of the card. If Fund shares are redeemed due to the
unauthorized use of the VISA card, the shares will be reinstated as if
never sold and AGE will indemnify the Fund against any losses caused. If
a VISA card is lost or stolen, the TAA client

This brochure is not part of the prospectus.

<PAGE>

should report the loss immediately by calling the TAA Service Center at
(800) 677-8380 during normal business hours or by placing a collect call
to Bank One at (614) 248-4242 after business hours.

Group Plans and Special Accounts
AGE may modify the conditions of the TAA for certain group plans and
limited categories of individuals, typically by providing for a cash
securities account instead of a margin account or by providing for limited
use of the VISA Account. In the case of group or special accounts, the
regular minimum may be waived. Such participants may be charged a higher
service fee than that charged to other participants in the program.

General
Investors should be aware that the checking feature of the TAA is
intended to provide clients with easy access to the assets in their
accounts and that the TAA is not a bank account.

From time to time, certain state administrative agencies have raised
questions whether the operation of a TAA-type program constitutes banking
under the laws of their state. In addition, legislation has been proposed
in certain states, which, if enacted, could require a modification of the
TAA in those states. Neither AGE nor any of the Funds is a bank and they
believe that the operation of the TAA does not constitute banking under
the laws of any state. Final adverse rulings in any state that the TAA
constitutes unauthorized banking therein or the adoption of legislation
by any state affecting the TAA could force the Funds to liquidate shares
for residents in such state or to cease offering their shares in such
state as part of the TAA.

Total Asset Account is proprietary to A.G. Edwards & Sons, Inc.

Investors should carefully read the accompanying Fund prospectus.

This brochure is not part of the prospectus.

<PAGE>

A.G. Edwards
Investments Since 1887

-----------
Cash
Convenience
Account
-----------

Centennial America Fund, L.P.

1995 Prospectus

Managed and Distributed by

Centennial Asset
Management Corporation

<PAGE>

Cash Convenience Account

The Cash Convenience Account Program (CCA) of A.G. Edwards & Sons,
Inc. (AGE) offers a conventional AGE securities account (the Securities
Account) linked to a no-load money market mutual fund (the Fund), and if
desired, check writing redemption procedures (Check Writing). (A client
must request Check Writing on a separate Check Writing Privilege
Authorization and Specimen Signature Form.)

An AGE client may subscribe to a CCA program by depositing a minimum
of $2,500 of free cash balance (that is, any cash that may be withdrawn
from the Securities Account without resulting in interest charges) in the
Securities Account. This free cash balance must be available with no
unsettled transactions reducing the available cash balance to less than
$2,500 at the time the CCA begins operation. After the client has met this
initial requirement, AGE will automatically invest subsequent free cash
balances of $250 or more resulting from securities sales, additional cash
deposits, and interest or dividends held in the account, or any other free
cash balance that may be withdrawn from the Securities Account without
resulting in a debit balance in Fund shares at their current net asset
value at least once a week (Automatic Purchase Order). AGE will redeem
Fund shares, if available, at net asset value to satisfy debit balances
in the Securities Account (Automatic Redemption Order).

AGE will make no commission or other transaction charge in connection
with the purchase or redemption of Fund shares. The Fund pays investment
advisory fees and incurs certain administrative and operational expenses,
as do other mutual funds. The client will pay AGE's normal brokerage fees
for securities transactions in the Securities Account.

AGE may alter or waive conditions on which a CCA may be established,
either with respect to services generally or to certain individuals or
groups. AGE has the right to reject any request or application to open
a CCA and to terminate a CCA for any reason. The following pages describe
the principal attributes of each CCA component.

This description of the CCA program is a brochure and is not a
prospectus, and must be accompanied by the current prospectus of the
selected Fund. The prospectus describes in detail the Fund's objective,
investment policies, risks, fees and other matters of interest. Please
read the attached prospectus carefully before you invest or send money.

<PAGE>

Securities Account
The Securities Account is a conventional account maintained by AGE,
which the client may use to purchase and sell securities. AGE will
maintain the Securities Account pursuant to the rules and regulations of
the Securities and Exchange Commission, the Board of Governors of the
Federal Reserve System, the New York Stock Exchange and the National
Association of Securities Dealers, Inc., as well as the policies of AGE.
The client pays AGE's normal brokerage fees for securities transactions
in the Securities Account. If securities transactions are to occur on
margin, the client must sign an AGE Client's Agreement. Certain
additional account documents may be required to open a Securities Account
depending on the type of entity and/or type of transactions to occur.
Each month in which there is activity in the Securities Account, other
than money market fund dividends, AGE will send a statement detailing
cash, securities and Fund transactions in the Securities Account during
the preceding period. If no activity other than money market fund
dividends occurs, AGE will send a statement at least quarterly. Neither
AGE nor the Fund must send confirmations on each transaction in which Fund
shares are purchased or redeemed for the CCA. The statement will describe
the transactions in the Fund during the preceding period. You should
carefully review the statement and bring any discrepancies immediately to
the attention of AGE.

Each client will have the same protection with respect to the
Securities Account as any other Securities Account client, including up
to $500,000 from the Securities Investor Protection Corporation. In
addition, each client has an extra $49.5 million worth of coverage on all
securities held by AGE in a CCA, including Fund shares.

The Fund
Upon meeting the requirement of $2,500 in free cash balance with no
unsettled transactions in the Securities Account, AGE will automatically
invest the initial free cash balance and subsequent free cash balances of
$250 or more on the first business day of the following week in shares of
Centennial Money Market Trust, Centennial Tax Exempt Trust, Centennial
Government Trust, Centennial America Fund, L.P.* or Daily Cash
Accumulation Fund, Inc.+ depending on which Fund the investor selects as
the primary investment. In addition, residents of California and New York
are offered the option of investing in a state tax-exempt fund for their
particular state. AGE may offer additional funds through CCA in the
future. An investor may change the primary Fund by notifying his or her
AGE investment broker.

Each Fund declares dividends daily, which post monthly to the
Securities Account in the form of additional shares. For further
information, see "How to Buy Shares" and "Dividends, Distributions and Tax
Information" or "Distributions and Taxes" in the accompanying Fund
prospectus.

The Fund's distributor partially reimburses AGE for costs incurred in
distributing Fund shares.

Automatic Purchase Orders
After the initial investment of $2,500 or more, AGE will
automatically invest at least once a week free cash balances of $250 or
more resulting from sales, additional cash deposits and interest or
dividends in the Securities Account in Fund shares designated as the
primary Fund at their current net asset value. The purchase price for
shares

- ---------------
*Centennial America Fund, L.P. is available only to foreign investors.
+Daily Cash Accumulation Fund, Inc. is not available for accounts
established on or after Dec. 6, 1991.

This brochure is not part of the prospectus.

<PAGE>

will be the net asset value per share determined after the Fund's receipt
of an Automatic Purchase Order. At any time, the client may withdraw
uninvested free cash balances from the Securities Account by notifying the
AGE investment broker. Dividends are earned on the day following
investment through the date of request for redemption.

Manual Purchase Orders
Free cash balances in excess of $10,000 may be invested by manual
purchase order request on the day after funds become available for
withdrawal. Manual purchase orders entered prior to 2 p.m. Central time
(10 a.m. Central time on Friday) will be completed at 3 p.m. Central time
on the day of request, provided the Federal Reserve wire system is in
operation.

New cash deposits in excess of $10,000 may be invested by manual
purchase order two business days after receipt providing the deposit is
received prior to the local AGE branch cashiering deadline. Dividends are
earned on the day following investment through the date of request for
redemption.

Automatic Redemption Orders
Fund shares will be redeemed at net asset value to satisfy debit
balances in the Securities Account. Redemption for payment of a
securities purchase will be effected at net asset value at 3 p.m. Central
time on the day preceding settlement date of the purchase. Redemption for
other activity resulting in a net debit balance in the Securities Account
will be effected at net asset value at 3 p.m. Central time on the day
after the entry is posted to the Securities Account. Dividends are earned
on the day following investment through the date of request for
redemption.

To override an Automatic Redemption Order, a free cash balance
sufficient to cover the amount of the Automatic Redemption Order must be
entered to the Securities Account before the AGE cashiering deadline two
days preceding settlement date of securities purchases, or on the day of
posting other entries generating a debit balance.

AGE reserves the right to redeem all Fund shares if the net asset
value of the shares in a CCA amounts to less than $250.

Manual Redemption
Fund shares can be redeemed at net asset value on the shareholder's
request on any business day. Proceeds from redemption orders entered
before 2 p.m. Central time will be available for withdrawal from the
Securities Account on the next business day on which the Federal Reserve
wire system is in operation.

Check Writing
A client may write checks in amounts of $250 or more if checks are
requested by a signed separate Check Writing Privilege Authorization and
Specimen Signature Form. The amount available for checks will be the
total net asset value of Fund shares in the CCA. AGE will automatically
redeem Fund shares to pay the bank through which checks are paid on behalf
of the account.

Termination
A client may terminate the CCA at any time by notifying AGE in
writing. However, the principals of the account will remain responsible
for any charges to the CCA arising before or after termination. AGE
reserves the right to terminate the CCA at any time with or without
notice.

This brochure is not part of the prospectus.

<PAGE>

A.G. Edwards
Investments Since 1887

UltraAsset

The Preferred Account for Select Investors

Centennial America Fund, L.P.

1995 Prospectus

Managed and Distributed by

Centennial Asset
Management Corporation

<PAGE>

UltraAsset Account

Summary Description

The UltraAsset Account Program (UAA) of A.G. Edwards & Sons, Inc.
(AGE) offers integrated financial services by linking together four
components:

(1) the Securities Account, which is a conventional AGE securities
margin account;

(2) the Investment Fund, which consists of your choice of no-load
money market funds (the Funds);

(3) the VISAR Gold Account, which is a VISA Gold check/card account
maintained by Bank One, N.A., Columbus, Ohio (Bank One); and

(4) monthly portfolio valuation reports and gain and loss summary.

Free cash balances (i.e., any cash that may be withdrawn or
transferred out of the Securities Account without creating an interest
charge or a need for additional margin) held in the Securities Account of
persons establishing a UAA are invested in either Centennial Money Market
Trust, a no-load money market fund (the Money Market Trust), Centennial
Tax Exempt Trust, a no-load, short-term tax-exempt securities fund (the
Tax Exempt Trust), Centennial Government Trust, a no-load, short-term
government securities fund (the Government Trust) or in Centennial America
Fund, L.P., a no-load government securities money market fund for foreign
investors. In addition, residents of California and New York are offered
the option of investing in Centennial California Tax Exempt Trust and
Centennial New York Tax Exempt Trust, respectively (the State Tax Exempt
Funds).

AGE charges a fee for the UAA services to partially defray the costs
of maintaining and servicing the UAA, including Bank One's processing
charges that AGE will pay. AGE will make no commission or other charge
in connection with the purchase or redemption of Fund shares. The Funds
pay investment advisory fees and incur certain administrative and
operational expenses, as do other mutual funds. The client will pay AGE's
normal brokerage fees for securities transactions in the Securities
Account and will pay interest on margin loans made in the Account. In
addition, Bank One may impose certain charges in the VISA Gold Account.

An AGE client may subscribe to the UAA financial service by
depositing a minimum of $20,000 in any combination of cash and/or
securities in the Securities Account. AGE may alter or waive conditions
on which a UAA may be established, either with respect to services
generally or to special groups or limited categories of individuals. AGE
may change the annual service fee at any time upon 10 days' notice to
participants. Both AGE and Bank One have the right to reject any
application to open a UAA and to terminate a UAA for any reason. The
following pages describe the principal attributes of each UAA component.

This description of the UAA is a brochure and is not a prospectus,
and must be accompanied by the current prospectus of Centennial Money
Market Trust, Centennial Tax Exempt Trust, Centennial Government Trust,
Centennial America Fund, L.P., or the State Tax Exempt Funds. The
prospectus describes in detail the Fund's objective, investment policies,
risks, fees and other matters of interest. Please read the attached
prospectus carefully before you invest or send money.

<PAGE>

Securities Account
The Securities Account, the primary component of the UAA, is a
conventional margin account maintained by AGE, which the client may use
to purchase and sell securities and options on margin or on a fully paid
basis. All dividends and interest accruing and paid on these securities
will be held pending use in accordance with the agreements between AGE and
the client. The interest rates charged for margin loans range from to
3/4% to 2 1/2% above the rate charged by New York City banks to brokers
to finance clients' margin transactions. The maximum loan value of
marginable common stocks is presently 50% of their current value. AGE
will maintain the Securities Account in accordance with and subject to all
then applicable federal and state laws and rules and regulations
promulgated thereunder; the constitution, rules, customs and usages of the
applicable exchange, association, market or clearinghouse; and the customs
and usages of those transacting business on such exchange, market or
clearinghouse. As in the case of a regular margin account, the client
pays AGE's normal brokerage fees for securities transactions in the
Securities Account. Each client will have the same protection with
respect to the Securities Account as any other Securities Account client,
including up to $500,000 from the Securities Investor Protection
Corporation. In addition, each client has an extra $49.5 million worth
of coverage on all securities held by AGE in a UAA, including Fund shares.

The Funds
AGE will automatically invest free cash balances in the Securities
Account in shares of the Money Market Trust, the Tax Exempt Trust, the
Government Trust, Centennial America Fund, L.P.,* or the appropriate State
Tax Exempt Fund, depending on which Fund the investor selects as the
primary investment. Free cash balances will be automatically invested no
less frequently than weekly in shares of the appropriate Fund at their net
asset value as described below. Dividends will be declared daily on Fund
shares and will be reinvested monthly in additional shares. The investor
may change the primary Fund at any time. The client understands that an
investment in the Fund is not equivalent to a deposit. Although the Fund
strives to maintain a net asset value of $1 per share, the value of a
shareholder's investment may fluctuate as with any investment in
securities. Certificates of the Fund will not be physically issued. For
further information, see "How to Buy Shares" and "Dividends, Distributions
and Tax Information" or "Distributions and Taxes" in the accompanying Fund
prospectus. The Funds' distributor partially reimburses AGE for costs
incurred in distributing Fund shares.

The UAA permits a client to use free cash balances effectively by
having them promptly invested in Fund shares, ensuring full investment of
such funds pending other investments in the Securities Account or payments
of charges incurred in the VISA Gold check/card account. Because AGE may
advance funds on a client's behalf to purchase Fund shares and earn
dividends prior to final collection of checks deposited to the client's
account, it is understood AGE may withhold access to redemption proceeds
of Fund shares purchased with advanced funds until it is satisfied that
all checks deposited to the client's account have been collected. The
Federal Deposit Insurance Corporation, or any other governmental insurance
agency, does not insure the value of Fund shares. However, Fund shares,
like shares of any public issuer held in a brokerage account, are subject
to the Securities Investor Protection Act, which protects brokerage
clients from losses up to $500,000 arising from the insolvency of their
brokerage firm. Also AGE

- -----------------
*Centennial America Fund, L.P. is available only to foreign investors.

This brochure is not part of the prospectus.

<PAGE>

provides an additional $49.5 million worth of account protection through
a special policy with a major independent insurance carrier.

Fund shares will be redeemed automatically as necessary to satisfy
debit balances in the Securities Account or amounts owing in the VISA Gold
check/card account and may also be redeemed at the client's request if not
required to satisfy such debit balances as described below.

AGE will make no commission or other charge with respect to the
purchase or redemption of Fund shares. The Funds have been created as
component parts of the UAA and other investment programs and, in view of
the service fee charged UAA participants, investors who seek solely to
invest cash in a money market fund or a short-term, tax-exempt or a
government securities fund and do not wish to use the automatic investment
and other special features of the UAA, should consider other money market,
tax-exempt or government securities funds offered directly to the public
as a more suitable investment. Centennial Asset Management Corporation,
the distributor of the Funds, may add additional investment funds as
components of the UAA in the future.

The Funds constitute only one component of the UAA. Investors should
read the prospectuses of the Funds in conjunction with the UAA Agreement,
which is available from AGE and must be signed by UAA participants.

Automatic Purchases
Once AGE and Bank One accept a UAA, free cash balances at the end of
each week will be invested automatically on the first business day of the
following week in the primary Fund selected by the investor. Free cash
balances arising from certain transactions will be invested automatically
in Fund shares prior to the previously mentioned automatic investment; the
free cash balances from those transactions are as follows: (a) free cash
balances in any amount of $1 or more arising from the sale of securities
will be invested on the next business day following receipt of the
proceeds; and (b) free cash balances arising from a cash deposit or from
other nondividend or interest entries of $500 or more on any one day will
be invested on the next business day following the deposit or entry unless
the deposit is made after the local AGE branch cashiering deadline.
Dividends and interest totaling $500 or more on any one day will be
invested on the next business day. Shares are credited with the dividend
earned on the date of purchase for shares purchased by noon Eastern time
that day. At any time, the client may withdraw any uninvested free cash
balance from the Securities Account by notifying the investment broker by
letter or telephone. For further information, see "How to Buy Shares" and
"Dividends and Distributions" or "Distributions" in the accompanying Fund
prospectus.

Redemption of Shares
Each Fund must redeem for cash all full and fractional shares of the
Fund subject to the conditions described in its prospectus. The
redemption price is the net asset value per share next determined after
receipt by the transfer agent of proper notice of redemption, in
accordance with either the automatic or manual procedures described below.
If the transfer agent receives the notice from AGE before the
determination of net asset value at noon Eastern time on any day that the
New York Stock Exchange and the Fund's custodian bank are open for
business, the redemption will be effective on such day. Payment of the
redemption proceeds will be made after noon Eastern time on the day the
redemption becomes effective. If AGE receives the notice after noon
Eastern time, the redemption in the UAA will be effective on the next
business day and payment will be made on that day. If an investor redeems
all of the Fund shares in the UAA at any time during a month, the Fund
will pay all dividends accrued to the date of redemption

This brochure is not part of the prospectus.

<PAGE>

together with the redemption proceeds. Dividends in UAAs are earned
through the day prior to redemption. For further information, see "How
to Redeem Shares" in the accompanying Fund prospectus.

Automatic Redemptions
Whenever a debit balance arises in the Securities Account created by
activity therein or created by VISA Gold card purchases, cash advances,
or checks written against the VISA Gold Account, AGE will automatically
effect redemptions. Daily debit balances will be satisfied first by any
free cash balances and second by the redemption of Fund shares. Margin
loans will be used to satisfy debits remaining in either the Securities
Account or the VISA Gold Account after the use of the free cash balances
and the redemption of all Fund shares, and the investor may not purchase
shares until all debits and margin loans are satisfied. If Fund shares
are redeemed to satisfy these debits, the investor earns dividends up to
the day AGE makes payment for the UAA.

VISA Gold Account
Bank One, with which AGE has entered into an agreement for this
purpose, may issue a VISA Gold card and checks to each person who is a UAA
client other than under certain accounts described below under "Group
Plans and Special Accounts." The UAA client may use the VISA Gold card
to purchase merchandise or services at participating establishments or to
obtain cash advances (which a bank may limit to $5,000 per account per
day) from any participating bank or its branch. Any of 362,000 worldwide
bank branches in the VISA system, as well as all establishments accepting
the VISA card, will honor the VISA Gold card. Presently, more than 10
million stores, restaurants and service outlets worldwide honor the VISA
card. You may also obtain cash advances using your VISA Gold card and
personal identification number (PIN) from automated teller machines (ATMs)
displaying the VISA or PLUSR logos. A $1 charge is assessed for each ATM
transaction or cash advance. The UAA client may draw checks on the VISA
Gold Account for any purpose. Bank One will impose its normal charges for
stop payment orders and checks that are returned because they have
exceeded the authorization limit described below or for special,
investigative or research services. If a client wishes to stop payment
on a UAA check, verbal requests must be confirmed in writing to AGE and
the bank within 14 days, and the request will not bind AGE or the bank for
a period of four business days after the initial request. Neither AGE nor
the bank will incur any liability for honoring a check within four
business days of the client request. The client understands a stop
payment fee may be charged for this special request.

This brochure is not part of the prospectus.

<PAGE>

Neither the VISA Gold card nor the Bank One checks may be used to
purchase securities in the Securities Account or Fund shares. The maximum
amount available (authorization limit) for VISA Gold purchases, cash
advances and Bank One checking for a client's UAA is the total of (a) any
uninvested free cash balances in the Securities Account, (b) the net asset
value of the Fund shares held for the client's UAA, and (c) the available
margin loan value of securities in the Securities Account. Since the
authorization limit depends on the status of cleared checks deposited to
the Securities Account, securities prices, as well as changes in the debit
balance in the Securities Account and the VISA Gold Account, will
fluctuate from day to day. The authorization limit is instantaneously
reduced at the time Bank One is notified of the use of the VISA Gold card,
not at the time the applicable sales draft or cash advance draft is paid.
Fund shares are not redeemed, however, until the item is presented to Bank
One for payment and the request is submitted to AGE for redemption.

Unlike standard credit card procedures under which bills are rendered
monthly and free credit may be extended for a period of up to 25 days
thereafter, Bank One will notify AGE daily of any charges presented
against the VISA Gold Account, whether by use of the VISA Gold card or
checks. AGE will pay Bank One on behalf of its clients from the UAA on
the day AGE receives notice of the debit. AGE will pay for charges in the
following order of priority: first, from free cash balances, if any, held
in the Securities Account pending investment; second, from the proceeds
of redemption of Fund shares; and third (if those sources prove
insufficient), from margin loans made to the client by AGE within the
available margin loan value of the securities in the Securities Account.
AGE will charge interest on any such margin loans. This system provides
for an efficient use of funds since the client will not incur the cost of
a margin loan until all free cash balances and funds invested in Fund
shares are fully used. If charges in an investor's VISA Gold Account are
satisfied by redemption of Fund shares, ownership of the shares will
transfer to AGE as of the date it pays Bank One on behalf of the investor,
and AGE will retain the dividends accruing on the shares between the date
of the payment and the date of redemption. Clients have no unsecured
borrowing privileges in the VISA Gold Account. A client participating in
the UAA program must agree not to exceed the authorization limit. Any
overdraft will be immediately payable by the client to Bank One, which
will impose a charge at an annual rate not to exceed 25% for the time the
overdraft is outstanding.

Clients who subscribe to a UAA will receive a transaction statement
from AGE that will detail all UAA transactions during the preceding month.
The statement will describe securities and options bought and sold in the
Securities Account, whether on margin or on a fully paid basis, any other
type of transaction effected in the Securities Account, margin interest
charges, if any, Fund shares that were purchased or redeemed, and
dividends on Fund shares. The statement will also show purchases of
merchandise or services with the VISA Gold card, checks drawn against the
VISA Gold Account and cash advances. The Fund will not send confirmations
for automatic purchases and redemption of fund shares.

A client may subscribe to the UAA with the minimum amount of $20,000
in any combination of gross market value of securities, marginable or
nonmarginable, and/or cash. To subscribe, clients must execute a UAA
Agreement with AGE, which includes a Checking Account/VISA Account
Application. AGE, in its discretion, may waive such conditions in special
instances, certain of which are described below under "Group Plans and
Special Accounts." Both AGE and Bank One may terminate any client's UAA
for any reason at any time. AGE may terminate a client's

This brochure is not part of the prospectus.

<PAGE>

UAA if, at the expiration date of the client's VISA Gold card, the
Securities Account does not have a value of at least $5,000, including any
Fund shares. New York Stock Exchange rules require that margin accounts
maintain a minimum of $2,000 of equity. Clients may be prohibited from
maintaining both a UAA and a non-UAA account with AGE.

Clients subscribing to the UAA may be liable for the unauthorized use
of their VISA Gold card in an amount up to $50. The owner of the VISA
Gold card will not be liable for any unauthorized use that occurs after
Bank One has been notified verbally or in writing of loss, theft or
possible unauthorized use of the card. If Fund shares are redeemed due
to the unauthorized use of the VISA Gold card, the shares will be
reinstated as if never sold and AGE will indemnify the Fund against any
losses caused. If a VISA Gold card is lost or stolen, the UAA client
should report the loss immediately by calling the UAA Service Center at
(800) 825-1822 during normal business hours or by placing a collect call
to Bank One at (614) 248-4242 after business hours.

Portfolio Management Reports
Clients subscribing to a UAA will receive several portfolio
management reports. These include monthly portfolio valuation reports
that give an overall picture of assets in the UAA, and a monthly gain and
loss summary that reports all securities sold during the year and
indicates whether the client incurred a gain or loss on the transaction.
AGE prepares these reports for the client's convenience and does not
intend for them to replace official documentation, such as trade
confirmations, account statements and Form(s) 1099, which the client
should retain for tax purposes. Clients should consult their tax advisors
for income tax record keeping requirements.

Group Plans and Special Accounts
AGE may modify the conditions of the UAA for certain group plans and
limited categories of individuals, typically by providing for a cash
securities account instead of a margin account or by providing for limited
use of the VISA Gold Account. In the case of group or special accounts,
the regular minimum may be waived. Such participants may be charged a
higher service fee than that charged to other participants in the program.

General
Investors should be aware that the checking feature of the UAA is
intended to provide clients with easy access to the assets in their
accounts and that the UAA is not a bank account.

From time to time, certain state administrative agencies have raised
questions whether the operation of a UAA-type program constitutes banking
under the laws of their state. In addition, legislation has been proposed
in certain states, which, if enacted, could require a modification of the
UAA in those states. Neither AGE nor any of the Funds is a bank and they
believe that the operation of the UAA does not constitute banking under
the laws of any state. Final adverse rulings in any state that the UAA
constitutes unauthorized banking therein or the adoption of legislation
by any state affecting the UAA could force the Funds to liquidate shares
for residents in such state or to cease offering their shares in such
state as part of the UAA.

UltraAsset Account is proprietary to A.G. Edwards & Sons, Inc.

Investors should carefully read the accompanying Fund prospectus.

This brochure is not part of the prospectus.

<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 2
Financial Highlights 3
Yield Information 4
The Fund and Its Investment Policies 4
Investment Restrictions 7
Management of the Fund 7
How to Buy Shares 8
Special Tax Considerations 9
Purchases Through Automatic Purchase
and Redemption Programs 9
Direct Purchases 9
Payment by Check 10
Payment by Federal Funds Wire 10
Automatic Investment Plan 10
Guaranteed Payment 10
General 11
Service Plan 11
How to Redeem Shares 11
Program Participants 11
Shares of the Fund Owned Directly 11
Regular Redemption Procedures 11
Expedited Redemption Procedures 12
Checkwriting 12
Telephone Redemptions 13
Automatic Withdrawal Plans 13
General Information on Redemptions 13
Exchanges of Shares 14
Distributions and Taxes 16
Additional Information 19

<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.

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>

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
Compensation Denver-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. Kalinowski Managing 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.

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>

</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 Formation
1.2 Name and Place of Business
1.3 Term
1.4 Agent for Service of Process
1.5 Certificate of Limited Partnership
1.6 Other Acts/Filings

2. DEFINITIONS
2.1 Affiliate
2.2 Capital Account
2.3 General Partner
2.4 Holder of Record or Holder of a Share
2.5 Limited Partner
2.6 Majority Vote
2.7 Managing General Partner
2.8 Net Asset Value (per Share)
2.9 Non-Managing General Partner
2.10 Officers
2.11 Partners
2.12 Partnership
2.13 Partnership Act
2.14 Partnership Group
2.15 Person
2.16 Registration Statement
2.17 Secretary of State
2.18 Share (including fractional Shares)
2.19 Substituted Limited Partner
2.20 Tax Code
2.21 Transfer Agent
2.22 1940 Act

3. ACTIVITIES AND PURPOSE
3.1 Operating Policy
3.2 Investment Objectives
3.3 Investment Policies and Restrictions
3.4 Other Authorized Activities

4. GENERAL PARTNERS
4.1 Identity and Number
4.2 Managing and Non-Managing General Partners
4.3 General Partners' Contributions
4.4 Management and Control
4.5 Action by the Managing General Partners
4.6 Limitations on the Authority of the Managing
General Partners
4.7 Right of General Partners to Become
Limited Partners
4.8 Termination of a General Partner
4.9 Additional or Successor General Partners
4.10 Liability to Limited Partners
4.11 Assignment and Substitution
4.12 No Agency
4.13 Reimbursement and Compensation
4.14 Indemnification

5. LIMITED PARTNERS
5.1 Identity of Limited Partners
5.2 Admission of Limited Partners
5.3 Contributions of the Limited Partners
5.4 Additional Contributions of Limited Partners
5.5 Use of Contributions
5.6 Redemption by Limited Partners
5.7 Minimum Contribution and Mandatory Redemption
5.8 Limited Liability
5.9 No Power to Control Operations
5.10 Tax Responsibility

6. SHARES OF PARTNERSHIP INTEREST

7. PURCHASE AND EXCHANGE OF SHARES
7.1 Purchase of Shares
7.2 Net Asset Value
7.3 Exchange of Shares

8. REDEMPTION OF SHARES
8.1 Redemption of Shares
8.2 Payment for Redeemed Shares

9. MATTERS AFFECTING THE PARTNERSHIP'S BASIC STRUCTURE
9.1 Rights of Limited Partners
9.2 Actions of the Partners
9.3 Meetings
9.4 Notices
9.5 Validity of Vote for Certain Matters
9.6 Adjournment
9.7 Waiver of Notice and Consent to Meeting
9.8 Quorum
9.9 Required Vote
9.10 Action by Consent Without a Meeting
9.11 Record Date
9.12 Proxies
9.13 Number of Votes
9.14 Communication Among Limited Partners

10. DISTRIBUTIONS AND ALLOCATION OF PROFITS AND LOSSES
10.1 Fees of General Partners
10.2 Distributions of Income and Gains
10.3 Allocation of Income, Gains, Losses, Deductions
and Credits
10.4 Returns of Contributions
10.5 Capital Accounts
10.6 Allocations of Capital Gains and Losses and
Additional Rules

11. ASSIGNMENT OF SHARES; SUCCESSOR IN INTEREST; SUBSTITUTION
OF PARTNERS
11.1 Prohibition on Assignment
11.2 Rights of the Holders of Shares as Collateral or
Judgment Creditor
11.3 Death, Incompetency, Bankruptcy or Termination
of the Existence of a Partner
11.4 Substituted Limited Partners

12. DISSOLUTION AND TERMINATION OF THE PARTNERSHIP
12.1 Dissolution
12.2 Liquidation
12.3 Termination

13. BOOKS, RECORDS, ACCOUNTS AND REPORTS
13.1 Books and Records
13.2 Limited Partners' Access to Information
13.3 Accounting Basis and Fiscal Year
13.4 Tax Returns
13.5 Filings with Regulatory Agencies
13.6 Tax Matters and Notice Partner

14. AMENDMENTS OF PARTNERSHIP DOCUMENTS
14.1 Amendments in General
14.2 Amendments Without Consent of Limited Partners
14.3 Amendments Needing Consent of Affected Partners
14.4 Amendments to Certificate of Limited
Partnership
14.5 Amendments After Change of Law

15. MISCELLANEOUS PROVISIONS
15.1 Notices
15.2 Section Headings
15.3 Construction
15.4 Severability
15.5 Governing Law
15.6 Counterparts
15.7 Entire Agreement
15.8 Cross-References
15.9 Power of Attorney to the General Partners
15.10 Further Assurances
15.11 Successors and Assigns
15.12 Waiver of Action for Partition
15.13 Creditors
15.14 Remedies
15.15 Custodian
15.16 Use of Name "First Trust"
15.17 Authority
15.18 Signatures

<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;

(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;

(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