Centennial America Fund, L.P.
Prospectus dated April 23, 1997
Centennial America Fund, L.P. 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.
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 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 brokers or dealers
having sales agreements with the Fund's Distributor and also are offered to
participants in Automatic Purchase and Redemption Programs (the "Programs")
established by certain brokerage firms with which the Fund's Distributor has
entered into agreements for that purpose. See "How to Buy Shares" in this
Prospectus. Program participants should also read the description of the Program
provided by their broker.
This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it for
future reference. You can find more detailed information about the Fund in the
April 23, 1997 Statement of Additional Information. For a free copy, call
Shareholder Services, Inc., the Fund's Transfer Agent, at 1-800-525-9310 (within
the U.S.) or 303-671-3200 (from outside the U.S.) or write to the Transfer Agent
at the address on the back cover. The Statement of Additional Information has
been filed with the Securities and Exchange Commission and is incorporated into
this Prospectus by reference (which means that it is legally part of this
Prospectus).
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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 and
involve investment risks, including the possible loss of the principal amount
invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Contents
ABOUT THE FUND
Expenses
Financial Highlights
Performance of the Fund
Investment Objective and Policies
Investment Restrictions
How the Fund Is Managed
ABOUT YOUR ACCOUNT
How to Buy Shares
Special Tax Considerations
Purchases Through Automatic Purchase and Redemption
Programs
Direct Purchases
Payment by Check
Payment by Federal Funds Wire
Automatic Investment Plan
Guaranteed Payment
General
Service Plan
How to Sell Shares
Program Participants
Shares of the Fund Owned Directly
Regular Redemption Procedures
Expedited Redemption Procedures
Check Writing
Telephone Redemptions
Automatic Withdrawal Plans
General Information on Redemptions
Exchanges of Shares
Distributions and Taxes
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ABOUT THE FUND
Expenses
The following tables set forth the fees that an investor in the Fund might pay
and expenses paid by the Fund during its fiscal year ended December 31, 1996.
All monetary amounts set forth in this Prospectus are in U.S. dollars.
o Shareholder Transaction Expenses
Maximum Sales Charge on Purchases
(as a percentage of the offering price) None
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Maximum Sales Charge on Reinvested Distributions None
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Redemption Fees None(1)
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Exchange Fee None
(1) There is a $10 transaction fee for redemption proceeds paid by Federal Funds
wire.
o Annual Fund Operating Expenses (as a percentage of average
net assets)
Management Fees 0.45%
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12b-1 Service Plan Fees 0.19%
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Other Expenses 0.22%
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Total Fund Operating Expenses 0.86%
The purpose of these tables 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.
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o Example. The following example applies the above-stated expenses to a
hypothetical $1,000 investment in shares of the Fund over the time periods shown
below, assuming a 5% annual rate of return on the investment and also assuming
that the shares are redeemed at the end of each stated period. The amounts shown
below are the cumulative costs of such hypothetical $1,000 investment for the
periods shown.
1 year 3 years 5 years 10 years
------ ------- ------- --------
$9 $27 $48 $106
This example shows the effect of expenses on an investment but is not
meant to state or predict actual or expected costs or investment returns of the
Fund, all of which may be more or less than those shown.
Financial Highlights
The table on the following page presents selected financial information about
the Fund, including per share data and expense ratios and other data based on
the Fund's average net assets. The information for the fiscal years ended
December 31, 1990 through 1996 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, 1996, is included
in the Statement of Additional Information.
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FINANCIAL HIGHLIGHTS
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YEAR ENDED DECEMBER 31,
1996 1995 1994 1993 1992 1991(2) 1990(2)(3) 1989(2)
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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
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Income from investment operations - net
investment income and net realized gain .05 .04 .03 .02 .03 .14 .10 .08
Dividends and distributions to shareholders (.05) (.04) (.03) (.02) (.03) (.14) (.10) (.08)
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Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
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TOTAL RETURN, AT NET ASSET VALUE(4) 4.69% 4.56% 2.91% 2.23% 3.92% 0.35% N/A N/A
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RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $18,661 $11,102 $6,201 $4,349 $5,253 $5,056 $5,486 $8,167
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Average net assets (in thousands) $16,998 $7,862 $5,693 $4,780 $5,323 $5,217 $6,819 $8,589
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Ratios to average net assets:
Net investment income 4.52% 4.48% 2.89% 2.22% 3.64% 7.08% 7.87% 8.15%
Expenses, before voluntary reimbursement by
the Manager 0.86% 1.48% 1.47% 1.34% 1.86% 2.00% 1.96% 1.96%
Expenses, net of voluntary reimbursement by
the Manager N/A N/A N/A 1.13% 0.60% 1.91% N/A 1.62%
YEAR ENDED DECEMBER 31,
1988(2) 1987(1)(2)
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PER SHARE OPERATING DATA:
Net asset value, beginning of period $1.00 $1.00
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Income from investment operations - net
investment income and net realized gain .09 .05
Dividends and distributions to shareholders (.09) (.05)
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Net asset value, end of period $1.00 $1.00
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TOTAL RETURN, AT NET ASSET VALUE(4) N/A N/A
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RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $8,808 $8,190
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Average net assets (in thousands) $9,949 $3,573
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Ratios to average net assets:
Net investment income 8.77% 8.32%(5)
Expenses, before voluntary reimbursement by
the Manager 2.14% 3.05%(5)
Expenses, net of voluntary reimbursement by
the Manager 0.92% 0.74%(5)
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 5, 1991.
3. On May 25, 1990, OppenheimerFunds, Inc. became the investment adviser to
the Fund.
4. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are
not annualized for periods of less than one full year. Total returns
reflect changes in net investment income only.
5. Annualized.
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Performance of the Fund
Explanation of "Yield". From time to time the "yield" and "compounded effective
yield" of an investment in the Fund may be advertised. Both yield figures are
based on historical earnings per share and are not intended to indicate future
performance. The "yield" of the Fund is the income generated by an investment in
the Fund over a seven day period, which is then "annualized". In annualizing,
the amount of income generated by the investment during that seven days is
assumed to be generated each week over a 52 week period, and is shown as a
percentage of the investment. The "compounded effective yield" is calculated
similarly, but the annualized income earned by an investment in the Fund is
assumed to be reinvested. The "compounded effective yield" will therefore be
slightly higher than the "yield" because of the effect of the assumed
reinvestment. See "Performance of the Fund" in the Statement of Additional
Information for additional information about the methods of calculating these
yields.
Investment Objective and 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. See "Investment
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Restrictions." The Managing General Partners may change non- fundamental
investment policies without shareholder approval.
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 total 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.
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 "distributions" subject to withholding. See
"Distributions and Taxes."
Investment Risks. The Fund intends to exercise due care in the selection of its
portfolio securities. However, there is a risk that some of 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 OppenheimerFunds, Inc. (the
"Manager"), some of the Fund's portfolio securities might have to be liquidated
prior to maturity
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at a loss. Any of these risks, if encountered, could cause a
reduction in the net asset value of the Fund's shares.
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.
Investment Policies. In seeking its objective, the Fund may invest
in the types of securities listed below.
o 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 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, also 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
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National Mortgage Association, by the 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.
o "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.
o 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 of the Investment Company
Act of 1940, as amended (the "Investment Company Act"). 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 total assets
to be subject to repurchase agreements. The Fund will not enter into a
repurchase agreement which will cause more than 5% of its total 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.
Ratings of Securities. Under Rule 2a-7 of the Investment Company
Act, the Fund uses the amortized cost method to value its portfolio
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securities to determine the Fund's net asset value per share. Rule 2a-7 places
restrictions on a money market fund's investments. Under Rule 2a-7, the Fund may
purchase only U.S. dollar denominated securities that the Manager, under
procedures approved by the Fund's Managing General Partners has determined have
minimal credit risks and are "Eligible Securities," as defined below.
With respect to ratings, 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
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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.
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.
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Unless the Prospectus states that a percentage restriction applies on an ongoing
basis, it applies only at the time the Fund makes an investment, and the Fund
need not sell securities to meet the percentage limits if the value of the
investment increases in proportion to the size of the Fund. Additional
investment restrictions are listed in "Other Investment Restrictions" in the
Statement of Additional Information.
How the Fund is Managed
Organization and History. 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.
They establish the Fund's policies and supervise and review its management and
operations pursuant to an Agreement of Limited Partnership summarized below and
reprinted in the Statement of Additional Information. The Fund's investment
adviser, OppenheimerFunds, Inc., is responsible for the day-to-day operation of
the Fund's business. 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. A
list of the Fund's Managing General Partners and officers and information about
them are included in "Managing General Partners and Officers" in the Statement
of 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 the partners from
time to time 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. See "Liability of
Limited Partners" below. 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
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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.
o 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.
o 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
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best interests of the Fund or its investors. Such indemnification
by the Fund is limited to the assets of the Fund.
o 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 shares purchased by that partner 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.
o 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
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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.
o 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.
o 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 Sell 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.
o 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
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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.
The Manager and Its Affiliates. The Manager has operated as an investment
adviser since 1959. The Manager (including subsidiaries) currently manages
investment companies, including other Oppenheimer funds, with assets of more
than $60 billion as of March 31, 1997, and with more than 3 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.
o Fees and Expenses. 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 with the Fund. Under
the Investment Advisory Agreement, the Fund pays Manager a fee computed on the
aggregate net assets of the Fund as of the close of business each day and
payable monthly at the following annual rates: 0.45% of the first $500 million
of net assets and 0.40% of net assets over $500 million. See "The Manager and
Its Affiliates" in the Statement of Additional Information for more complete
information about the Investment Advisory Agreement, including a description of
exculpation provisions, portfolio transactions, and Fund expenses.
o The Custodian. The Custodian of the assets of the Fund is Citibank, N.A.
The Manager and its affiliates presently have banking relationships with the
Custodian.
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o The Transfer Agent. 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 other mutual funds advised by the Manager, and as
transfer agent for certain other funds managed by persons unaffiliated with the
Manager. Direct shareholders should forward any inquiries regarding the Fund to
the Transfer Agent at the address or either of the phone numbers shown on the
back cover of this Prospectus. Program participants should direct any inquiries
regarding the Fund to their brokers or dealers.
ABOUT YOUR ACCOUNT
How to Buy Shares
As stated above, 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," above.)
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 OppenheimerFunds 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 if by Federal Funds
wire), except as otherwise described in this Prospectus. Subsequent purchases
must be in amounts of $25 or more and may be made through authorized dealers or
brokers 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 distributions from any of the
"Eligible Funds" (see "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 Englewood,
Colorado, on a day The New York Stock Exchange (the "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
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
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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, together with the Special Power of
Attorney and representations. 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. Each Program may have minimum
investment requirements established by the broker-dealer. The description of
each 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. An eligible 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
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the Sub-Distributor. There are two ways to make a direct initial investment,
either (1) complete a Centennial Funds New Account Application (enclosed with
this Prospectus) 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. Purchases made by Application should have a check enclosed, or
payment may be made by one of the alternative means described below.
o 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. The minimum initial investment by check is $500.
o 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. 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
Exchange, which is normally 4:00 P.M., but may be earlier on some days. The
investor must also send the Distributor a completed Application when the
purchase order is placed to establish a new account and the investor's
Certificate of Foreign Status (Form W- 8).
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<PAGE>
o 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. Distributions 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
Exchange the next regular business day, the order will be effected at the close
of the Exchange on the day the order is received, and distributions on such
shares will begin to accrue on the next regular business day if the Federal
Funds are received by the required time. If the broker-dealer guarantees that
the Federal Funds payment will be received by the Fund's Custodian by 2:00 P.M.
on a regular business day on which an order is placed for shares after 12:00
noon, the order will be effected at the close of the Exchange that day and
distributions will begin to accrue on such shares on the purchase date.
General. Dealers and brokers who process orders for the Fund's shares on behalf
of their customers may charge a fee for this service. That fee can be avoided by
purchasing shares directly from the Fund. The Distributor, in its sole
discretion, may accept
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or reject any order for purchase of the Fund's shares. The sale of shares will
be suspended during any period when the determination of net asset value is
suspended, and may be suspended by the Managing General Partners whenever they
judge it in the best interest of the Fund to do so.
Service Plan. The Fund has adopted a Service Plan (the "Plan") under Rule 12b-1
of the Investment Company Act pursuant to which the Fund will reimburse the
Distributor for all or a portion of its costs incurred in connection with the
personal service and maintenance of accounts that hold Fund shares. The
Distributor will use all the fees received from the Fund to 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 Sell Shares
Program Participants. Program participants 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
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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 direct
shareholder (not through a Program) may be redeemed in the following ways:
o 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., 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) share
certificates, if any, 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 sole 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.
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o 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. There is a $10 fee for each Federal Funds wire. 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
Exchange, which is normally 4:00 P.M., but may be earlier on some days, normally
will be transmitted by the Transfer Agent to the shareholder's designated U.S.
bank account on the next bank business day after the redemption. Shares redeemed
between 12:00 noon and the close of the Exchange earn accrued interest on the
redemption date but no interest is paid on the proceeds of redeemed shares
awaiting transmittal by wire. There is normally a $10.00 fee for Federal Funds
wire redemption. See "Purchase, Redemption and Pricing of Shares" in the
Statement of Additional Information for further details.
|X| Check Writing. 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
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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. The Bank will present checks to the Fund to
redeem shares to cover the amount of the check. Checks may not be presented for
cash payment at the offices of the Bank or the Fund's Custodian. This limitation
does not affect the use of checks for the payment of bills or to obtain cash at
other banks. The Fund reserves the right to amend, suspend or discontinue check
writing privileges at any time without prior notice.
o 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 10 days)
shares or for shares represented by certificates. Telephone redemption
privileges apply automatically to each shareholder and the dealer representative
of record unless the Transfer Agent receives cancellation instructions from a
shareholder of record. If an account has multiple owners, the Transfer Agent may
rely on the instructions of any one owner.
o 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 as of the close of the Exchange, three 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,
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refer to "Automatic Withdrawal Plan Provisions" in the Statement of
Additional Information.
General Information on 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 if the account has fallen below $1,000 in
value. 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. 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 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 a Program may be exchanged for
shares of Centennial Money Market Trust, Centennial Government Trust and
Centennial Tax Exempt Trust (collectively, the "Centennial Trusts") only by
instructions of the broker. Shares of the Fund may, under certain circumstances,
be exchanged by direct shareholders for Class A shares of certain Oppenheimer
funds (collectively referred to as "Eligible Funds"). See "Exchanges of Shares"
in the Statement of Additional Information for a list of the Eligible Funds.
That list can change from time to time.
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There is an initial sales charge on the purchase of Class A shares of
each Eligible Fund except Money Market Funds (as defined in the Statement of
Additional Information.) Under certain circumstances described below, redemption
proceeds of Money Market Fund shares may be subject to a CDSC.
Shares of the Fund and of other Eligible Funds may be exchanged at net
asset value if all of the following conditions are met: (1) shares of the fund
selected for exchange are available for sale in the shareholder's state 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; (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 the shareholder submits a Form
W-8, a Special Power of Attorney form 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 Funds; 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 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 or Sub-Distributor may be exchanged at net
asset value for shares of any Eligible Fund. The redemption proceeds of shares
of the Fund, acquired by exchange of Class A shares of an Eligible Fund
purchased subject to a CDSC, that are redeemed within 18 months of the end of
the calendar month of the initial purchase of the exchanged shares will be
subject to the CDSC as described in the prospectus of that other Eligible Fund.
In determining whether the CDSC is payable, shares of the Fund not subject to
the CDSC are redeemed first, including shares purchased by reinvestment of
distributions and capital gains distributions from any Eligible
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Fund or shares of the Fund acquired by exchange of shares of Eligible Funds on
which a front-end sales charge was paid or credited, and then other shares are
redeemed in the order of purchase.
How To Exchange Shares. An exchange may be made by direct shareholders by
submitting an Exchange Authorization Form to the Transfer Agent, signed by all
registered owners. In addition, direct shareholders of the Fund may exchange
shares of the Fund for shares of any Eligible Fund by telephone exchange
instructions to the Transfer Agent by a shareholder or the dealer representative
of record for an account. The Fund may modify, suspend or discontinue this
exchange privilege at any time. Although the Fund will attempt to provide
shareholders with notice whenever reasonably able to do so, it may impose these
changes at any time. The Fund reserves the right to reject exchange requests
submitted in bulk on behalf of 10 or more accounts. Exchange requests must be
received by the Transfer Agent by the close of the Exchange on a regular
business day to be effected that day. The number of shares exchanged may be less
than the number requested if the number requested would include shares subject
to a restriction cited above or shares covered by a certificate that is not
tendered with such request. Only the shares available for exchange without
restriction will be exchanged.
Telephone Exchanges. Direct shareholders may place a telephone exchange request
by calling the Transfer Agent at 1-800-852-8457. Telephone exchange calls may be
recorded by the Transfer Agent. Telephone exchanges are subject to the rules
described above. By exchanging shares by telephone, the shareholder is
acknowledging receipt of a prospectus of the fund to which the exchange is made
and that for full 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 canceling such
privileges. If an account has multiple owners, the Transfer Agent may rely on
the instructions of any one owner.
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.
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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 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 sole discretion,
reserves the right to refuse any exchange request that may 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.
Dealers or brokers who process exchange orders on behalf of customers may charge
for their services. Direct shareholders may avoid those charges by requesting
the Fund directly to exchange shares. For Federal tax purposes, an exchange is
treated as a redemption and purchase of shares.
Telephone Instructions. The Transfer Agent has adopted procedures concerning
telephone transactions including confirming that telephone instructions are
genuine by requiring callers to provide tax identification numbers and other
account data or by using PINs and by recording telephone 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.
Distributions and Taxes
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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 Exchange, which is normally 4:00 P.M., but may be earlier on
some days.
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
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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 not 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.
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 distributions-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.
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
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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
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payment of taxes on their allocated share of fund income and realized capital
gains. However, to the extent the Fund earns "portfolio interest" income,
eligible 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 "distributions" 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
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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% 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
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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
non-qualifying income and/or nonqualifying investors.
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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, OppenheimerFunds, Inc., Centennial Asset Management
Corporation, OppenheimerFunds 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 Advisor
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Distributor
Centennial Asset Management Corporation
6803 South Tucson Way
Englewood, Colorado 80112 Centennial America Fund, L.P.
Sub-Distributor Prospectus
OppenheimerFunds Distributor, Inc.
P.O. Box 5254 Dated April 23, 1997
Denver, Colorado 80217
Transfer Agent and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
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
555 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202
PR0870.002.0497 Printed on Recycled Paper
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