U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Centennial America Fund, L.P.
3410 South Galena Street
Denver, Colorado 80231
2. Name of each series or class of funds for which this notice is
filed:
Centennial America Fund, L.P.
3. Investment Company Act File Number: 811-5051
Securities Act File Number: 33-12463
4. Last day of fiscal year for which this notice is filed:
12/31/95
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
/ /
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see instruction a.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
825,275 $825,275
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold during the
fiscal year:
32,857,284 $32,857,284
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
32,032,009 $32,032,009
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
326,936 $326,936
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $32,032,009
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +$326,936
------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$28,291,370
------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + -0-
------------
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv)) (if applicable): $4,067,575
------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
------------
(vii) Fee due (line (i) or line (v) multiplied
by line (vi)): $1,403
------------
Instruction: Issuers should complete line (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year. See
Instructions C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rule of Informal and Other Procedures (17 CFR
202.3a). /X/
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 22, 1996; Fed Wire #2062
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
Centennial America Fund, L.P.
By: /s/ Andrew J. Donohue
------------------------------------
Andrew J. Donohue, Vice President
Date: 2/27/96
cc: Allan Adams, Esq.
Robert Bishop
Gloria LaFond
sec\870.24f
<PAGE>
MYER, SWANSON, ADAMS & WOLF, P.C.
Attorneys At Law
Rendle Myer The Colorado State Bank Building Of Counsel
Allan B. Adams 1600 Broadway - Suite 1850 Robert Swanson
Robert K. Swanson Denver, Colorado 80202-4918 ------
Thomas J. Wolf* Telephone (303) 866-9800 Fred E. Neef
*Board Certified Facsimile (303) 866-9818 (1910-1986)
Civil Trial Advocate
By the National
Board of Trial Advocacy
February 22, 1996
Centennial America Fund, L.P.
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value limited
partnership interests ("shares") of Centennial America Fund, L.P.
a Limited Partnership organized under the laws of the State of
Delaware (the "Fund"), as counsel for the Fund, we have examined
such records and documents and have made such further investigation
and examination as we deem necessary for the purposes of this
opinion.
We are advised that during the fiscal year ended December 31, 1995,
32,032,009 shares of the Fund were sold in reliance on the
registration of an indefinite number of shares pursuant to Rule
24f-2 of the Investment Company Act of 1940.
It is our opinion that the said shares sold by the Fund in reliance
on Rule 24f-2 of the Investment Company Act of 1940 are legally
issued and, subject to the matters mentioned in the next paragraph,
fully paid and nonassessable by the Fund.
Under Delaware law, as limited partners, shareholders of the Fund
generally are not personally liable for debts and obligations of
the Fund, a limited partnership. Limited partners may, under
certain circumstances, be held personally liable as general
partners for the obligations of the Fund. Limited partners may
also, under limited circumstances, be required to return amounts
previously distributed to them for the benefit of the Fund's
creditors. The Agreement of Limited Partnership provides that 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 Agreement provides that 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. The Agreement further states that 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.
Sincerely,
/s/ Allan B. Adams
Allan B. Adams
of MYER, SWANSON, ADAMS & WOLF, P.C.
