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.
6803 South Tucson Way
Englewood, Colorado 80112
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: 12/31/96
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: -0-
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:
51,127,626 $51,127,626
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
51,127,626 $51,127,626
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):
749,505 $749,505
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): $51,127,626
------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +$749,505
-------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -$44,309,217
-------------
(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): $7,567,914
------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/3300
------------
(vii) Fee due (line (i) or line (v) multiplied by
line (vi)): $2,293
------------
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 26, 1997; Fed Wire #412
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.
/s/ Robert J. Bishop
By:______________________________________
Robert J. Bishop, Assistant Treasurer
Date: 2/27/97
cc: Allan Adams, Esq.
Katherine Feld
Gloria LaFond
sec\87024f
<PAGE>
MYER, SWANSON, ADAMS & WOLF, P.C.
ATTORNEYS AT LAW
THE COLORADO STATE BANK BUILDING
1600 BROADWAY, SUITE 1480
DENVER, COLORADO 80202-4915
TELEPHONE (303) 866-9800
FACSIMILE (303) 866-9818
February 21, 1997
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, 1996, 51,127,626
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.
