Registration No. 33-23494
File No. 811-5584
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. __ / /
POST-EFFECTIVE AMENDMENT NO. 9 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 11 / X /
CENTENNIAL NEW YORK TAX EXEMPT TRUST
(Exact Name of Registrant as Specified in Charter)
3410 South Galena Street, Denver, Colorado 80231
(Address of Principal Executive Offices)
1-303-671-3200
(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box):
/ / Immediately upon filing pursuant to paragraph (b)
/ X / On November 1, 1994, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / On ____________________, pursuant to paragraph (a)(i)
/ / 75 days after filing, pursuant to paragraph (a)(ii)
/ / On __________________, pursuant to paragraph (a)(ii) of Rule
485
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended June 30, 1994 was filed on August 30, 1994.
<PAGE>
FORM N-1A
CENTENNIAL NEW YORK TAX EXEMPT TRUST
Cross Reference Sheet
Part A of
Form N-1A
Item No. Prospectus Heading
- --------- ------------------
1 Cover Page
2 Trust Expenses
3 Financial Highlights; Yield Information
4 Cover Page; The Trust and Its Investment Policies;
Investment Restrictions
5 Management of the Trust; Inside Back Cover; Additional
Information - The Custodian and the Transfer Agent;
Trust Expenses
6 Dividends and Taxes; Additional Information;
Management of the Trust
7 How To Buy Shares; Exchanges of Shares
8 How To Redeem Shares
9 *
Part B of
Form N-1A
Item No. Statement of Additional Information Heading
- --------- -------------------------------------------
10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Investment Restrictions;
Appendix A - Description of Securities Ratings
14 Trustees and Officers; Investment Management Services
15 Investment Management Services; Trustees and Officers -
Major Shareholders
16 Investment Management Services; (Prospectus - Management of
the Trust); Service Plan
17 Investment Management Services - Portfolio Transactions
18 Additional Information - Description of the Trust
19 Yield Information; Purchase, Redemption and Pricing
of Shares; Automatic Withdrawal Plan Provisions
20 Additional Information - Tax Status of the Trust's Dividends
and Distributions
21 Investment Management Services - Portfolio Transactions;
Additional Information - General Distributor's Agreement
22 Yield Information
23 Financial Statements
____________________________
*Not applicable or negative answer.
<PAGE>
Centennial New York Tax Exempt Trust
3410 South Galena Street, Denver, Colorado 80231
1-800-525-9310
Centennial New York Tax Exempt Trust (the "Trust") is a no-load
"money-market" mutual fund with the investment objective of seeking the
maximum current income exempt from Federal, New York State and New York
City income taxes for individual investors that is consistent with
preservation of capital. The Trust seeks to achieve this objective by
investing in municipal obligations meeting specified quality standards,
the income from which is tax-exempt as described above. Normally, the
Trust will invest at least 80% of its assets in U.S. dollar-denominated,
high quality tax-exempt municipal obligations. See "The Trust and Its
Investment Policies."
An investment in the Trust is neither insured nor guaranteed by the
U.S. Government. Shares of the Trust 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. While the Trust seeks to maintain a stable net asset
value of $1.00 per share, there can be no assurance that the Trust will
be able to do so. See "The Trust and Its Investment Policies."
Shares of the Trust may be purchased directly from dealers having
sales agreements with the Trust's Distributor and also are offered to
participants in Automatic Purchase and Redemption Programs (the
"Programs") established by certain brokerage firms with which the Trust's
Distributor has entered into agreements for that purpose. See "How to Buy
Shares" in the Prospectus. Program participants should also read the
description of the Program provided by their broker.
This Prospectus sets forth concisely information about the Trust that
a prospective investor should know before investing. A Statement of
Additional Information about the Trust (the "Additional Statement") dated
November 1, 1994, has been filed with the Securities and Exchange
Commission ("SEC") and is available without charge upon written request
to Shareholder Services, Inc. ("the Transfer Agent"), P.O. Box 5143,
Denver, Colorado 80217-5143 or by calling the toll-free number shown
above. The Additional Statement (which is incorporated by reference in
its entirety in this Prospectus) contains more detailed information about
the Trust and its management.
Investors are advised to read and retain this Prospectus for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus is effective November 1, 1994.
Table of Contents
Page
Trust Expenses 2
Financial Highlights 3
Yield Information 4
The Trust and Its Investment Policies 4
Investment Restrictions 8
Management of the Trust 8
How To Buy Shares 8
Purchases Through Automatic Purchase and Redemption Programs 9
Direct Purchases 9
Automatic Investment Plans 10
General 10
Service Plan 10
How To Redeem Shares 11
Program Participants 11
Shares of the Trust Owned Directly 11
Regular Redemption Procedure 11
Expedited Redemption Procedure 11
Checkwriting 12
Telephone Redemptions 12
Automatic Withdrawal Plans 12
General Information on Redemptions 12
Exchanges of Shares 13
Dividends and Taxes 15
Additional Information 17
<PAGE>
Trust Expenses
The following table sets forth: (i) the fees that an investor in the
Trust might pay, and (ii) the expenses paid by the Trust in its fiscal
year ended June 30, 1994.
Shareholder Transaction Expenses
Maximum Sales Charge on Purchases None
Sales Charge on Reinvested Dividends None
Redemption Fees None
Exchange Fee $5.00
Annual Trust Operating Expenses (as a percentage of average net assets)
Management Fees (after expense assumption) 0.28%
12b-1 (Service Plan) Fees 0.18%
Other Expenses 0.34%
Total Trust Operating Expenses
(after expense assumption) 0.80%
The purpose of this table is to assist an investor in understanding
the various costs and expenses that an investor in the Trust will bear
directly (shareholder transaction expenses) or indirectly (annual trust
operating expenses). "Other Expenses" includes such expenses as custodial
and transfer agent fees, audit, legal and other business operating
expenses, but excludes extraordinary expenses. The Annual Trust Operating
Expenses shown are net of a voluntary expense assumption undertaking by
the Trust's investment manager, Centennial Asset Management Corporation
(the "Manager"). Without such assumption, "Management Fees" and "Total
Fund Operating Expenses" would have been 0.50% and 1.02% of average net
assets, respectively. The expense assumption undertaking is described in
"Investment Management Services" in the Additional Statement and may be
amended or withdrawn at any time. For further details, see the Trust's
Financial Statements included in the Additional Statement.
The following example applies the above-stated expenses (after expense
assumption) to a hypothetical $1,000 investment in shares of the Trust
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
------ ------- ------- --------
$8 $26 $44 $99
This example should not be considered a representation of past or
future expenses or performance. Expenses are subject to change and actual
performance and expenses may be less or greater than those illustrated
above.
<PAGE>
Financial Highlights
Selected data for a share of the Trust outstanding throughout each period
The information in the table below has been audited by Deloitte &
Touche LLP, independent auditors, whose report on the financial statements
of the Trust for the fiscal year ended June 30, 1994 is included in the
Additional Statement.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED PERIOD ENDED
YEAR ENDED
JUNE 30, JUNE 30, SEPTEMBER 30,
- --------------------------------------- -----------
- ------------
1994 1993
1992 1991 1990 1989(1)
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------- ------- ------- ------
<S> <C> <C>
<C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period............. $ 1.00 $ 1.00
$ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment operations - net
investment income and net realized gain on
investments.................................... .02 .02
.03 .05 .04 .04
Dividends and distributions to shareholders...... (.02) (.02)
(.03) (.05) (.04) (.04)
------- -------
------- ------- ------- ------
Net asset value, end of period................... $ 1.00 $ 1.00
$ 1.00 $ 1.00 $ 1.00 $ 1.00
------- -------
------- ------- ------- ------
------- -------
------- ------- ------- ------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in (thousands)........ $26,519 $24,994
$24,103 $21,439 $ 9,133 $4,935
Average net assets (in thousands)................ $25,419 $24,257
$23,221 $16,766 $ 7,008 $2,084
Number of shares outstanding at end of period (in
thousands)..................................... 26,518 24,994
24,105 21,443 9,135 4,934
Ratios to average net assets:
Net investment income............................ 1.67% 1.74%
3.00% 4.42% 4.98%(2) 5.41%(2)
Expenses, before voluntary assumption by the
Manager........................................ 1.02% .98%
1.09% 1.08% 1.48%(2) 2.21%(2)
Expenses, net of voluntary assumption by the
Manager........................................ .80% .80%
.80% .72% .96%(2) 1.00%(2)
</TABLE>
- ------------
(1) For the period from January 3, 1989 (commencement of
operations) to
September 30, 1989.
(2) Annualized.
<PAGE>
Yield Information
From time to time, the "yield," "tax-equivalent yield" and
"compounded effective yield" of an investment in the Trust may be
advertised. All yield figures are based on historical earnings per share
and are not intended to indicate future performance. The "yield" of the
Trust is the income generated by an investment in the Trust 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 Trust
is assumed to be reinvested. The "compounded effective yield" will be
slightly higher than the yield because of the effect of the assumed
reinvestment. The Trust's "tax-equivalent yield" is calculated by
dividing that portion of the Trust's "yield" (calculated as described
above) which is tax-exempt by one minus a stated income tax rate and
adding the result to the portion (if any) of the Trust's yield that is not
tax-exempt. The "tax-equivalent yield" is then compounded and annualized
in the same manner as the Trust's yield. See "Yield Information" in the
Additional Statement for additional information about the methods of
calculating these yields. From time to time the Manager may voluntarily
assume a portion of the Trust's expenses (which may include the management
fee), thereby lowering the overall expense ratio per share and increasing
the Trust's yield during the time such expenses are assumed.
The Trust and Its Investment Policies
The Trust is a no-load tax-exempt money market fund. It is an open-
end, non-diversified, management investment company organized on July 29,
1988 as a Massachusetts business trust. The Trust's investment objective
is to seek the maximum current income exempt from Federal, New York State
and New York City income taxes for individual investors as is consistent
with preservation of capital. The Trust's shares may be purchased at
their net asset value, which will remain fixed at $1.00 per share except
under extraordinary circumstances (see "Determination of Net Asset Value
Per Share" in the Additional Statement for further information). There
can be no assurance, however, that the Trust's net asset value will not
vary or that the Trust will achieve its investment objective. The value
of Trust 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. The Trust's investment policies and
practices are not "fundamental" policies (as defined below) unless a
particular policy is identified as fundamental. The Board may change non-
fundamental investment policies without shareholder approval.
Under normal market conditions, the Trust attempts to invest 100%
of its assets, and will invest at least 80% of its assets in municipal
bonds, municipal notes (including tax anticipation notes, bond
anticipation notes, revenue anticipation notes, construction loan notes
and other short-term loans), tax-exempt commercial paper and other debt
obligations issued by or on behalf of the State of New York, and other
states, and the District of Columbia, their political subdivisions, or any
commonwealth or territory of the United States, or their respective
agencies, instrumentalities or authorities, the interest from which is not
subject to federal individual income tax, in the opinion of bond counsel
to the respective issuer (collectively, "Municipal Securities") and will
invest at least 65% of its total assets in obligations of the State of New
York and its political subdivisions, agencies, authorities or
instrumentalities or those of commonwealths or territories of the U.S.,
the interest from which is not subject to New York State and New York City
personal income tax in the opinion of bond counsel to the respective
issuer ("New York Municipal Securities"). The Trust may also purchase
Municipal Securities with demand features that meet the requirements of
Rule 2a-7 (discussed below). All Municipal Securities in which the Trust
invests must have, or, pursuant to regulations adopted by the Securities
and Exchange Commission, be deemed to have, remaining maturities of one
year or less at the date the Trust purchases them.
In seeking its objective, as a matter of fundamental policy,
normally the Trust will make no investment that will reduce the portion
of its total assets which are invested in Municipal Securities to less
than 80%. The balance of the Trust's assets may be invested in
investments the income from which may be taxable, including: (i)
repurchase agreements (described below); (ii) Municipal Securities issued
to benefit a private user ("Private Activity Municipal Securities"), the
interest from which may be subject to Federal alternative minimum tax (see
"Dividends and Taxes" below and "Private Activity Municipal Securities"
in the Additional Statement); and (iii) certain temporary investments
defined below in "Temporary Investments." The Trust may hold Temporary
Investments pending the investment of proceeds from the sale of Trust
shares or portfolio securities, pending settlement of Municipal Securities
purchases or to meet anticipated redemptions. Normally, the Trust will
not invest more than 20% of its total assets in Private Activity Municipal
Securities and other taxable investments described above. No independent
investigation has been made by the Manager as to the users of proceeds of
such offerings or the application of such proceeds. To the extent the
Trust receives income from taxable investments, it may not achieve its
investment objective. Investments in unrated Municipal Securities will
not exceed 20% of the Trust's total assets.
Ratings of Securities. Under Rule 2a-7 of the Investment Company Act
of 1940 (the "Investment Company Act"), the Trust uses the amortized cost
method to value its portfolio securities to determine the Trust's net
asset value per share. Rule 2a-7 places restrictions on a money market
fund's investments. Under the Rule, the Trust may purchase only those
securities that the Trust's Board of Trustees has determined have minimal
credit risks and are "Eligible Securities." 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
Trust 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 the Rule, the Trust may also invest in "Second
Tier Securities," which are Eligible Securities that are not "First Tier
Securities." Additionally, under Rule 2a-7, the Trust 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.
Some of the Trust's existing investment restrictions described below and
in the Additional Statement (which are fundamental policies that may be
changed only by shareholder vote) are more restrictive than the provisions
of Rule 2a-7, and the Trust must restrict the maturity of portfolio
securities to one year or less. The Trust's Board has adopted procedures
under Rule 2a-7 pursuant to which the Board has delegated to the Manager
certain responsibilities, in accordance with that Rule, of conforming the
Trust's investments with the requirements of the Rule and those
procedures.
Appendix A of the Additional Statement contains information on the
rating categories of Rating Organizations. Ratings at the time of
purchase will determine whether securities may be acquired under the above
restrictions. Subsequent downgrades in ratings may require reassessment
of the credit risk presented by a security and may require its sale. The
rating restrictions described in this Prospectus do not apply to banks in
which the Trust's cash is kept. See "Municipal Securities" and "Ratings
of Securities" in "Investment Objective and Policies" in the Additional
Statement for further details.
Floating Rate/Variable Rate Obligations. Some of the Municipal
Securities the Trust may purchase may have variable or floating interest
rates. Variable rates are adjustable at stated periodic intervals of no
more than one year. Floating rates are automatically adjusted according
to a specified market rate for such investments, such as the PSA Municipal
Swap Index or J.J. Kenney Index. The Trust may purchase these obligations
if they have a remaining maturity of one year or less; if their maturity
is greater than one year, they may be purchased if they have a demand
feature that permits the Trust to recover the principal amount of the
underlying security at specified intervals not exceeding one year and on
not more than 30 days' notice. The Manager may determine that an unrated
floating rate or variable rate demand obligation meets the Trust's quality
standards solely by reason of being backed by a letter of credit or
guarantee issued by a bank that meets the Trust's quality standards.
However, the letter of credit or bank guarantee must be rated or meet the
other requirements of Rule 2a-7. See "Floating Rate/Variable Rate
Obligations" in the Additional Statement for more details.
Puts and Stand-By Commitments. For liquidity purposes, the Trust may
purchase Municipal Securities with puts from banks, brokers, dealers or
other institutions. A put gives the Trust the right to sell the
underlying security within a specified time at a stated price. Under a
stand-by commitment, a dealer agrees to purchase, at the Trust's option,
specified Municipal Securities at a stated price on same-day settlement.
The aggregate price of a security subject to a put or a stand-by
commitment may be higher than the price which otherwise would be paid for
the security without such put or stand-by commitment, thereby increasing
the cost of such security and reducing its yield. See "Puts and Stand-By
Commitments" in the Additional Statement for further details.
When-Issued Securities. The Trust may invest in Municipal Securities on
a "when-issued" or "delayed delivery" basis. In those transactions, the
Trust obligates itself to purchase or sell securities, with delivery and
payment to occur at a later date, to secure what is considered to be an
advantageous price and yield at the time the obligation is entered into.
The price, which is generally expressed in yield terms, is fixed at the
time the commitment to purchase is made, but delivery and payment for
when-issued securities take place at a later date (normally within 45 days
of purchase). During the period between purchase and settlement, no
payment is made by the Trust to the issuer and no interest accrues to the
Trust from the investment. Although the Trust is subject to the risk of
adverse market fluctuation during that period, the Manager does not
believe that the Trust's net asset value or income will be materially
adversely affected by the Trust's purchase of Municipal Securities on a
"when-issued" or "delayed delivery" basis. See "When-Issued and Delayed
Delivery Transactions" in the Additional Statement for more details.
Municipal Lease Securities. The Trust may invest in municipal lease
obligations. While some municipal lease securities may be deemed to be
"illiquid" securities (the purchase of which would be limited as described
below in "Illiquid and Restricted Securities"), the Trust may invest more
than 5% of its net assets in municipal lease obligations that the Manager
has determined to be liquid under guidelines set by the Trust's Board of
Trustees. See "Municipal Securities" in the Additional Statement for more
details.
Illiquid and Restricted Securities. The Trust may buy securities
whose disposition would be subject to legal restrictions ("restricted
securities"). The Trust will not purchase or otherwise acquire any
security if, as a result, more than 10% of its net assets would be
invested in securities that are illiquid by virtue of the absence of a
readily available market or because of legal or contractual restrictions
on resale. Such securities include (i) repurchase agreements maturing in
more than seven days, (ii) certain municipal lease obligations that are
considered illiquid securities, (iii) securities for which market
quotations are not readily available; and (iv) bank loan participation
agreements. The Manager will determine whether particular municipal lease
obligations are liquid, using guidelines established by the Trust's Board
of Trustees. This policy is not a fundamental policy and does not limit
purchases of (1) restricted securities eligible for resale to qualified
institutional purchasers pursuant to Rule 144A under the Securities Act
of 1933 that are determined to be liquid by the Board of Trustees or the
Manager under Board-approved guidelines, or (2) commercial paper that may
be sold without registration under Section 4(2) of the Securities Act of
1933. Such guidelines take into account trading activity for such
securities and the availability of reliable pricing information, among
other factors. If there is a lack of trading interest in particular Rule
144A securities, the Trust's holdings of those securities may be illiquid.
If more than 10% of the value of the Trust's net assets consists of
illiquid securities, the Manager would consider appropriate steps to
protect the Trust's maximum flexibility. There may be undesirable delays
in selling illiquid securities at prices representing their fair value.
Non-diversification. The Trust is classified as a "non-diversified"
investment company under the Investment Company Act of 1940 (the
"Investment Company Act"), so that the proportion of the Trust's assets
that may be invested in the securities of a single issuer is not limited
by the Investment Company Act. An investment in the Trust will therefore
entail greater risk than an investment in a diversified investment company
because a higher percentage of investments among fewer issuers may result
in greater fluctuation in the total market value of the Trust's portfolio,
and economic, political or regulatory developments may have a greater
impact on the value of the Trust's portfolio than would be the case if the
portfolio were diversified among more issuers. However, the Trust intends
to conduct its operations so as to qualify as a "regulated investment
company" for purposes of the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"), which will relieve the Trust from liability
for Federal income tax to the extent its earnings are distributed to
shareholders. Among the requirements for such qualification are that: (1)
not more than 25% of the market value of the Trust's total assets will be
invested in the securities of a single issuer, and (2) with respect to 50%
of the market value of its total assets, not more than 5% of the market
value of its total assets may be invested in the securities of a single
issuer and the Trust must not own more than 10% of the outstanding voting
securities of a single issuer.
Repurchase Agreements. The Trust may acquire securities that are subject
to repurchase agreements in order to generate income while providing
liquidity. The Trust's repurchase agreements must comply with the
collateral requirements of Rule 2a-7. However, if the seller of the
securities fails to pay the agreed-upon repurchase price on the delivery
date, the Trust's risks may include the costs of disposing of the
collateral for the agreement and losses that might result from any delays
in foreclosing on the collateral. Income earned on repurchase
transactions is not tax-exempt and accordingly, under normal market
conditions, the Trust will limit its investments in repurchase
transactions to 20% of its total assets. See "Repurchase Agreements" in
the Additional Statement for further details.
Loans of Portfolio Securities. To attempt to increase its income, the
Trust may lend its portfolio securities to qualified borrowers (other than
in repurchase transactions) if the loan is collateralized in accordance
with applicable regulatory requirements and if, after any loan, the value
of the securities loaned does not exceed 25% of the value of its total
assets. The Trust presently does not intend that the value of securities
loaned during the current fiscal year will exceed 5% of the Trust's total
assets. The income from such loans, when distributed by the Trust, will
be taxable. See "Loans of Portfolio Securities" in the Additional
Statement for further information.
Temporary Investments. The Trust may hold the following "Temporary
Investments" that are Eligible Securities: (i) obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities;
(ii) bankers acceptances; (iii) taxable commercial paper rated in the
highest category by a Rating Organization; (iv) short-term taxable debt
obligations rated in one of the two highest rating categories of a Rating
Organization; or (v) certificates of deposit of domestic banks with assets
of $1 billion or more. To the extent the Trust assumes a temporary
defensive position, a significant portion of the Trust's distributions may
be subject to Federal, New York State and local taxes.
Special Considerations - New York Municipal Securities. Because the Trust
concentrates its investments in New York Municipal Securities, the market
value and marketability of such Municipal Securities and the interest
income and repayment of principal to the Trust from them could be
adversely affected by a default or financial crisis relating to any of
such issuers. Investors should consider these matters and the financial
difficulties experienced in past years by New York State and certain of
its agencies and subdivisions (particularly New York City), as well as
economic trends in New York, summarized in the Additional Statement under
"Special Investment Considerations - New York Municipal Securities."
Investment Restrictions
The Trust 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
Trust's outstanding voting securities. Under some of those restrictions,
the Trust cannot: (1) make loans, except that the Trust may purchase debt
securities described in "The Trust and Its Investment Policies" and
repurchase agreements, and the Trust may lend its portfolio securities as
described in its investment policy stated above; (2) borrow money in
excess of 10% of the value of its total assets or make any investment when
borrowings exceed 5% of the value of its total assets; it may borrow only
as a temporary measure for extraordinary or emergency purposes; no assets
of the Trust may be pledged, mortgaged or assigned to secure a debt; (3)
invest more than 25% of its total assets in any one industry; however, for
the purposes of this restriction Municipal Securities and U.S. Government
obligations are not considered to be part of any single industry. The
percentage restrictions described in this Prospectus and in the Additional
Statement apply only at the time of investment and require no action by
the Trust as a result of subsequent changes in value of the investments
or the size of the Trust. A supplementary list of investment restrictions
is contained in "Investment Restrictions" in the Additional Statement.
Management of the Trust
The Trust's Board of Trustees has overall responsibility for the
management of the Trust under the laws of Massachusetts governing the
responsibilities of trustees of business trusts. "Trustees and Officers"
in the Additional Statement identifies the Trust's Trustees and officers
and provides information about them. Subject to the authority of the
Board, the Manager is responsible for the day-to-day management of the
Trust's business, supervises the investment operations of the Trust and
the composition of its portfolio and furnishes the Trust advice and
recommendations with respect to investments, investment policies and the
purchase and sale of securities, pursuant to a management agreement with
the Trust (the "Agreement"). The Trust's management fee, payable monthly
to the Manager under the terms of the Agreement, is computed as a
percentage of the Trust's aggregate net assets as of the close of business
each day at the following annual rates: 0.50% of the first $250 million
of net assets; 0.475% of the next $250 million; 0.45% of the next $250
million; 0.425% of the next $250 million and 0.40% of net assets in excess
of $1 billion.
The Agreement lists examples of expenses paid by the Trust, the
major categories of which relate to interest, taxes, brokerage
commissions, certain insurance premiums, fees to certain Trustees, legal
and audit expenses, transfer agent and custodian expenses, certain
registration expenses and non-recurring expenses, including litigation.
For further information about the Agreement, including a description of
expense assumption arrangements by the Manager, exculpation provisions and
portfolio transactions, see "Investment Management Services" in the
Additional Statement.
The Manager, a wholly-owned subsidiary of Oppenheimer Management
Corporation ("OMC"), has operated as an investment adviser since 1978.
The Manager and OMC currently advise U.S. investment companies with assets
aggregating over $28 billion as of June 30, 1994, and having more than 1.8
million shareholder accounts. OMC is wholly-owned by Oppenheimer
Acquisition Corp., a holding company owned in part by senior management
of OMC and the Manager, and ultimately controlled by Massachusetts Mutual
Life Insurance Company, a mutual life insurance company which also advises
pension plans and investment companies.
How To Buy Shares
Shares of the Trust 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
Additional Statement for further details) but there is no guarantee that
the Trust will maintain a stable net asset value of $1.00 per share.
Centennial Asset Management Corporation, which also acts as the Trust's
distributor (and in that capacity is referred to as the "Distributor"),
may in its sole discretion accept or reject any order for purchase of
Trust shares. Oppenheimer Funds Distributor, Inc., an affiliate of the
Distributor, acts as the Trust's sub-distributor (the "Sub-Distributor").
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 Trust. The minimum initial
and subsequent purchase requirements are waived on purchases made by
reinvesting dividends from any of the "Eligible Funds" listed in "Exchange
Privilege" below or by reinvesting distributions from unit investment
trusts for which reinvestment arrangements have been made with the
Distributor. Under an Automatic Investment Plan or military allotment
plan, initial and subsequent investments must be at least $25. No share
certificates will be issued unless specifically requested in writing by
an investor or the dealer or broker.
The Trust intends to be as fully invested as practicable to maximize
its yield. Therefore, dividends will accrue on newly-purchased shares
only after the Distributor accepts the purchase order for them at its
address in Denver, Colorado, on a day the New York Stock Exchange is open
(a "regular business day"), under one of the methods of purchasing shares
described below. The purchase will be made at the net asset value next
determined after the Distributor accepts the purchase order.
The Trust's net asset value per share is determined twice each
regular business day, at 12:00 Noon and at 4:00 P.M. (all references to
time in this Prospectus are to New York time) by dividing the net assets
of the Trust by the total number of its shares outstanding. The Trust's
Board of Trustees has established procedures for valuing the Trust's
assets, using the amortized cost method as described in "Determination of
Net Asset Value Per Share" in the Additional Statement.
Purchases Through Automatic Purchase and Redemption Programs. Shares of
the Trust are available under Automatic Purchase and Redemption Programs
("Programs") of broker-dealers that have entered into agreements 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 Trust if the Trust has been selected as
the primary Trust by the client for the Program account. Such purchases
will be made by the broker-dealer under the procedures described in
"Guaranteed Payment," below. The Program may have minimum investment
requirements established by the broker-dealer. The description of the
Program provided by the broker-dealer should be consulted for details, and
all questions about investing in, exchanging or redeeming shares of the
Trust through a Program should be directed to the broker-dealer.
Direct Purchases. An investor may directly purchase shares of the Trust
through any dealer which has a sales agreement with the Distributor or the
Sub-Distributor. There are two ways to make a direct initial investment:
either (1) complete a Centennial Funds New Account Application and mail
it with payment to the Distributor at P.O. Box 5143, Denver, Colorado
80217-5143 (if no dealer is named in the Application, the Sub-Distributor
will act as the dealer), or (2) order the shares through your dealer or
broker. Purchases made by Application should have a check enclosed, or
payment may be made by one of the alternative means described below.
- - Payment by Check. Orders for shares purchased by check in U.S. dollars
drawn on a U.S. bank will be effected on the regular business day on which
the check (and the purchase application, if the account is new) is
accepted by the Distributor. Dividends will begin to accrue on such
shares the next regular business day after the purchase order is accepted.
For other checks, the shares will not be purchased until the Distributor
is able to convert the purchase payment to Federal Funds, and dividends
will begin to accrue on such shares on the next regular business day.
- Payment by Federal Funds Wire. Shares of the Trust may be purchased
by Federal Funds wire. The minimum investment by wire is $2,500. The
investor must first call the Distributor's Customer Service Department at
1-800-525-9310 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. 3737-5674, for further credit to Centennial New York Tax Exempt Trust
Custodian Account No. 845-766. The wire must state the investor's name.
Shares will be purchased on the regular business day on which, prior to
4:00 P.M., the Federal Funds are received by Citibank, N.A. and the
Distributor has received and accepted the investor's notification of the
wire order. Shares will be purchased at the net asset value next
determined after receipt of the Federal Funds and the order. Dividends
on newly purchased shares will begin to accrue on the purchase date if the
Federal Funds and order for the purchase are received and accepted by
12:00 Noon. Dividends 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 4:00 P.M. The investor must also send the
Distributor a completed Application when the purchase order is placed to
establish a new account.
- 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 to purchase shares of the Trust. If
an order is received between 12:00 Noon and 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 4:00
P.M. the next regular business day, the order will be effected at 4:00
P.M. on the day the order is received, and dividends on such shares will
begin to accrue on the next regular business day after the Federal Funds
are received by the required time. If the broker-dealer guarantees that
the Federal Funds payment will be received by the Trust'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 4:00 P.M. that day and
dividends will begin to accrue on such shares on the purchase date.
Automatic Investment Plans. Direct investors may purchase shares of the
Trust automatically. Automatic Investment Plans may be used to make
regular monthly investments ($25 minimum) from the investor's account at
a bank or other financial institution. To establish an Automatic
Investment Plan from a bank account, a check (minimum $25) for the initial
purchase must accompany the application. Shares purchased by Automatic
Investment Plan payments are subject to the redemption restrictions for
recent purchases described in "How to Redeem Shares." The amount of the
Automatic Investment Plan payment may be changed or the automatic
investments terminated at any time by writing to the Transfer Agent. A
reasonable period (approximately 15 days) is required after receipt of
such instructions to implement them. The Trust reserves the right to
amend, suspend, or discontinue offering such plans at any time without
prior notice.
General. Dealers and brokers who process orders for the Trust'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 Trust. 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 Board of Trustees
whenever the Board judges it in the best interest of the Trust to do so.
Service Plan. The Trust has adopted a service plan (the "Plan") under
Rule 12b-1 of the Investment Company Act pursuant to which the Trust 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
Trust shares. The Distributor will use all the fees received from the
Trust to compensate dealers, brokers, banks, or other institutions
("Recipients") each quarter for providing personal service and maintenance
of accounts that hold Trust 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 Trust, providing such customers with information on their
investment in Trust shares, assisting in the establishment and maintenance
of accounts or sub-accounts in the Trust, making the Trust'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 Trust may reasonably request. Plan payments by
the Trust 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 Trust,
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
Board. 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 Trust by up to 0.20% of
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 Trust), make payments to Recipients for distribution,
administrative and accounting services performed by Recipients. For
further details, see "Service Plan" in the Additional Statement.
How To Redeem Shares
Program Participants. Program participants may redeem shares in the
Program by writing checks as described below, or by contacting their
dealer or broker. Program participants may also arrange for "Expedited
Redemptions," as described below, only through their dealer or broker.
Shares of the Trust Owned Directly. Shares of the Trust owned by a
shareholder directly (not through a Program) (a "direct shareholder"), may
be redeemed in the following ways:
- Regular Redemption Procedure. A direct shareholder who wishes to
redeem some or all shares in an account (whether or not represented by
certificates) under the Trust's regular redemption procedures, must send
the following to the Transfer Agent for the Trust, 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 a foreign bank having a U.S.
correspondent bank, or by a U.S. registered dealer or broker in
securities, municipal securities or government securities, or by a U.S.
national securities exchange, registered securities association or
clearing agency; (3) any share certificates issued for any of the shares
to be redeemed; and (4) any additional documents which may be required by
the Transfer Agent for redemption by corporations, partnerships or other
organizations, executors, administrators, trustees, custodians, or
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 shareholders of record,
to be sent to the address of record for that account. To avoid delay in
redemption or transfer, shareholders having questions about these
requirements should contact the Transfer Agent in writing or by calling
1-800-525-9310 before submitting a request. From time to time the
Transfer Agent in its discretion may waive any or certain of the foregoing
requirements in particular cases. Redemption or transfer requests will
not be honored until the Transfer Agent receives all required documents
in proper form.
- Expedited Redemption Procedure. In addition to the regular
redemption procedure set forth above, direct shareholders whose shares are
not represented by certificates may arrange to have redemption proceeds
of $2,500 or more wired in Federal Funds to a designated commercial bank
if the bank is a member of the Federal Reserve wire system. To place a
wire redemption request, call the Transfer Agent at 1-800-852-8457. The
account number of the designated financial institution, and the Bank ABA
number must be supplied to the Transfer Agent on the Application or dealer
settlement instructions establishing the account or may be added to
existing accounts or changed only by signature-guaranteed instructions to
the Transfer Agent from all shareholders of record. 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, normally will be transmitted by the Transfer Agent
to the shareholder's designated 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). No dividends are paid on the proceeds of redeemed shares
awaiting transmittal by wire. Shares redeemed prior to 12:00 Noon do not
earn dividends on the redemption date. The wire for the redemption
proceeds of shares redeemed between 12:00 Noon and 4:00 P.M., normally
will be transmitted by the Transfer Agent to the shareholder's designated
bank account on the next bank business day after the redemption. Shares
redeemed between 12:00 Noon and 4:00 P.M. earn dividends on the redemption
date. See "Purchase, Redemption and Pricing of Shares" in the Additional
Statement for further details.
- - 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 Trust (the "Bank"). Program participants must arrange for
check writing through their brokers or dealers. The Transfer Agent will
arrange for checks written by direct shareholders to be honored by the
Bank after obtaining a specimen signature card from the shareholder(s).
Shareholders of joint accounts may elect to have checks honored with a
single signature. Checks may be made payable to the order of anyone in
any amount not less than $250 and will be subject to the Bank's rules and
regulations governing checks. For Program participants, checks will be
drawn against the primary account designated by the Program participant.
If a check is presented for an amount greater than the account value, it
will not be honored. Shares purchased by check or Automatic Investment
Plan payments within the prior 15 days may not be redeemed by
checkwriting. A check presented to the Bank for payment that would
require redemption of some or all of the shares so purchased is subject
to non-payment. Checks may not be presented for payment at the offices
of the Bank or the Trust's Custodian. This limitation does not affect the
use of checks for the payment of bills or to obtain cash at other banks.
The Trust reserves the right to amend, suspend or discontinue check
writing privileges at any time without prior notice.
- Telephone Redemptions. Direct shareholders of the Trusts may redeem
their shares by telephone by calling the Transfer Agent at 1-800-852-8457.
This procedure for telephone redemptions is not available to Program
participants. 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, once in every 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 Trusts' regular redemption
procedures described above. Telephone redemption privileges are not
available for newly-purchased (within the prior 15 days) shares or for
shares represented by certificates. Telephone redemption privileges apply
automatically to each shareholder and the dealer representative of record
unless the Transfer Agent receives cancellation instructions from a
shareholder of record. If an account has multiple owners, the Transfer
Agent may rely on the instructions of any one owner.
Automatic Withdrawal Plan. A direct shareholder 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 4:00 P.M. three business days prior to the
date requested by the shareholder for receipt of the payment. The Trust
cannot guarantee receipt of payment on the date requested and reserves the
right to amend, suspend or cease offering such plans at any time without
prior notice. For further details, refer to "Automatic Withdrawal Plan
Provisions" in the Additional Statement.
General Information on Redemptions. The redemption price will be the
net asset value per share of the Trust next determined after the receipt
by the Transfer Agent of a request in proper form. Under certain unusual
circumstances, shares of the Trust may be redeemed "in kind" (i.e., by
payment in portfolio securities). For details, see "Purchase, Redemption
and Pricing of Shares - Redemption of Shares" in the Additional Statement.
Under the Internal Revenue Code, the Trust may be required to impose
"backup" withholding of Federal income tax at the rate of 31% from any
taxable dividends and distributions the Trust may make, if the shareholder
has not furnished the Trust a certified tax identification number or has
not complied with provisions of the Internal Revenue Code and regulations
thereunder.
Payment for redeemed shares is made ordinarily in cash 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 SEC. The Transfer Agent may delay forwarding a
redemption check for recently-purchased shares only until the purchase
check has cleared which may take up to 15 days or more. Such delay may
be avoided if the shareholder arranges telephone or written assurance
satisfactory to the Transfer Agent from the bank on which the payment was
drawn or by purchasing shares by Federal Funds wire, as described above.
The Trust makes no charge for redemption. Dealers or brokers may charge
a fee for handling redemption transactions, but such fee can be avoided
by requesting the redemption directly through the Transfer Agent. Under
certain circumstances, the proceeds of redemptions of shares of the Trust
acquired by exchange of Class A shares of "Eligible Funds" (described
below) purchased subject to a contingent deferred sales charge ("CDSC")
may be subject to the CDSC (see "Exchange Privilege" below).
Exchanges of Shares
Exchange Privilege
Shares of the Trust held under Programs may be exchanged for shares
of Centennial Money Market Trust, Centennial Government Trust, Centennial
Tax Exempt Trust and Centennial California Tax Exempt Trust (collectively,
the "Centennial Trusts") only by instructions of the broker. Shares of
the Trust may, under certain circumstances, be exchanged by direct
shareholders for Class A shares of the following funds, all collectively
referred to as "Eligible Funds": (i) Oppenheimer Target Fund, Oppenheimer
Champion High Yield Fund, Oppenheimer Asset Allocation Fund, Oppenheimer
Discovery Fund, Oppenheimer U.S. Government Trust, Oppenheimer Global
Growth & Income Fund, Oppenheimer Global Emerging Growth Fund, Oppenheimer
Limited-Term Government Fund, Oppenheimer Intermediate Tax-Exempt Bond
Fund, Oppenheimer Fund, Oppenheimer Global Fund, Oppenheimer Time Fund,
Oppenheimer Growth Fund, Oppenheimer Equity Income Fund, Oppenheimer Gold
& Special Minerals Fund, Oppenheimer Insured Tax-Exempt Bond Fund,
Oppenheimer Main Street Income & Growth Fund, Oppenheimer Main Street
California Tax-Exempt Fund, Oppenheimer Florida Tax-Exempt Fund,
Oppenheimer New Jersey Tax-Exempt Fund, Oppenheimer Investment Grade Bond
Fund, Oppenheimer Value Stock Fund, Oppenheimer California Tax-Exempt
Fund, Oppenheimer Pennsylvania Tax-Exempt Fund, Oppenheimer High Yield
Fund, Oppenheimer Total Return Fund, Inc., Oppenheimer Mortgage Income
Fund, Oppenheimer Tax-Free Bond Fund, Oppenheimer New York Tax-Exempt
Fund, Oppenheimer Strategic Income Fund, Oppenheimer Strategic Income &
Growth Fund, Oppenheimer Strategic Short-Term Income Fund and Oppenheimer
Strategic Investment Grade Bond Fund; and (ii) the following "Money Market
Funds": Oppenheimer Money Market Fund, Inc., Oppenheimer Cash Reserves,
any Centennial Trust, and Daily Cash Accumulation Fund, Inc. There is an
initial sales charge on the purchase of Class A shares of each Eligible
Fund except the Money Market Funds (under certain circumstances described
below, redemption proceeds of Money Market Fund shares may be subject to
a CDSC).
Shares of the Trust and of the 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 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 7 days and all
other shares at least one day prior to the exchange; and (4) the aggregate
net asset value of the shares surrendered for exchange into a new account
is at least equal to the minimum investment requirements of the fund whose
shares are to be acquired.
In addition to the conditions stated above: shares of Eligible Funds
may be exchanged for shares of any Money Market Fund; shares of any Money
Market Fund (including the Trust) 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 Trust
acquired by reinvestment of dividends and distributions from any Eligible
Fund (except Oppenheimer Cash Reserves) or from any unit investment trust
for which reinvestment arrangements have been made with the Distributor
may be exchanged at net asset value for shares of any Eligible Fund. The
redemption proceeds of shares of the Trust, acquired by exchange of shares
of an Eligible Fund purchased subject to a CDSC, that are redeemed within
18 months of the end of the calendar month of the initial purchase of the
exchanged shares will be subject to the CDSC as described in the
prospectus of that other Eligible Fund; in determining whether the CDSC
is payable, shares of the Trust not subject to the CDSC are redeemed
first, including shares purchased by reinvestment of dividends and capital
gains distributions from any Eligible Fund or shares of the Trust 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.
An exchange may be made by submitting an Exchange Authorization Form
to the Transfer Agent, signed by all registered owners. In addition,
direct shareholders of the Trust may exchange shares of the Trust for
shares of any Centennial Trust by telephone exchange instructions to the
Transfer Agent by a shareholder or the dealer or representative of record
for an account. The Trust may modify, suspend or discontinue these
exchange privileges at any time, and will do so on 60 days' notice if such
notice is required by regulations adopted under the Investment Company
Act. The Trust reserves the right to reject requests submitted in bulk
on behalf of 10 or more accounts. Exchange requests must be received by
the Transfer Agent by 4:00 P.M. 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.
Direct shareholders may place a telephone exchange request by
calling the Transfer Agent at 1-800-852-8457. Telephone exchange calls
may be recorded by the Transfer Agent. Telephone exchanges are subject
to the rules described above. By exchanging shares by telephone, the
shareholder is acknowledging receipt of a prospectus of the fund to which
the exchange is made and that for full or partial exchanges, any special
account features such as Automatic Investment Plans and Automatic
Withdrawal Plans will be switched to the new account unless the Transfer
Agent is otherwise instructed. Telephone exchange privileges
automatically apply to each direct shareholder of record and the dealer
representative of record unless and until the Transfer Agent receives
written instructions from the shareholder(s) of record cancelling such
privileges. If an account has multiple owners, the Transfer Agent may
rely on the instructions of any one owner. The Transfer Agent, the Trust
and the Distributor have adopted reasonable procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification number(s) and other account data and by recording calls and
confirming such transactions in writing. If the Transfer Agent and the
Distributor do not use such procedures, they may be liable for losses due
to unauthorized transactions, but otherwise they will not be liable for
losses or expenses arising out of telephone instructions reasonably
believed to be genuine. The Transfer Agent reserves the right to require
shareholders to confirm, in writing, telephone exchange privileges for an
account. Shares acquired by telephone exchange must be registered exactly
as the account from which the exchange was made. Certificated shares are
not eligible for telephone exchange. If all telephone exchange lines are
busy (which might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request telephone
exchanges and would have to submit written exchange requests.
Shares to be exchanged are redeemed on the day the Transfer Agent
receives an exchange request in proper form (the "Redemption Date") as of
4:00 P.M. Normally, shares of the fund to be acquired are purchased on
the Redemption Date, but such purchases may be delayed by either fund for
up to five business days if it determines that it would be disadvantaged
by an immediate transfer of the redemption proceeds. The Trust in its
discretion reserves the right to refuse any exchange request that will
disadvantage it.
The Eligible Funds have different investment objectives and policies.
Each of those funds imposes a sales charge on purchases of Class A shares
(except the Money Market Funds). For complete information, including
sales charges and expenses, a prospectus of the fund into which the
exchange is being made should be read prior to an exchange. If a sales
charge is assessed on all shares acquired by exchange, there is no service
charge. Otherwise, a $5 service charge will be deducted from the account
into which the exchange is made to help defray administrative expenses.
Dealers and brokers who process exchange orders on behalf of customers may
charge for their services. Those charges may be avoided by requesting the
Trust directly to exchange shares. For Federal tax purposes, an exchange
is treated as a redemption and purchase of shares.
Dividends and Taxes
This discussion relates solely to Federal tax laws and New York
income tax laws and is not exhaustive; a qualified tax adviser should be
consulted. A portion of the Trust's dividends and distributions may be
subject to Federal, state and local taxation. The Additional Statement
contains further discussion of tax matters affecting the Trust and its
distributions, and information about the possible applicability of the
Alternative Minimum Tax to the Trust's dividends and distributions (see
"Investment Objective and Policies - Private Activity Municipal
Securities").
Dividends. The Trust intends to declare all of its net income, as
defined below, as dividends on each regular business day and to pay
dividends monthly. Dividends will be payable to shareholders as described
in "How to Buy Shares" above.
All dividends for the accounts of Program participants are
automatically reinvested in additional shares of the Trust. Dividends
accumulated since the prior payment will be reinvested in full and
fractional shares of the Trust (or paid in cash) at net asset value on the
third Thursday of each calendar month. Such investors may receive cash
payments by asking the broker to redeem shares. Dividends payable to
direct shareholders will also be automatically reinvested in shares of the
Trust at net asset value, unless the shareholder asks the Transfer Agent
in writing to pay dividends in cash, or to reinvest them in another
Eligible Fund, as described in "Dividend Reinvestment in Another Fund" in
the Additional Statement. That notice must be received prior to a
dividend record date to be effective as to that dividend. If a
shareholder redeems all shares at any time during a month, the redemption
proceeds include all dividends accrued up to the redemption date for
shares redeemed prior to 12:00 Noon, and include all dividends accrued
through the redemption date for shares redeemed between 12:00 Noon and
4:00 P.M. Dividends and the proceeds of redemptions of Trust shares
represented by checks returned to the Transfer Agent by the Postal Service
as undeliverable will be invested in shares of the Trust, as promptly as
possible after the return of such checks to the Transfer Agent, to enable
the investor to earn a return on otherwise idle funds.
Under the terms of a Program, a broker-dealer may pay out the value
of some or all of a Program participant's Trust shares prior to redemption
of such shares by the Trust. In such cases, the shareholder will be
entitled to dividends on such shares only up to and including the date of
such payment. Dividends on such shares accruing between the date of
payment and the date such shares are redeemed by the Trust 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.
The Trust's net investment income for dividend purposes consists of
all interest accrued on portfolio assets, less all expenses of the Trust
for the applicable period. Distributions from net realized gains on
securities, if any, will be paid at least once each year, and may be made
more frequently in compliance with the Internal Revenue Code and the
Investment Company Act. Any net realized capital loss is carried forward
to offset against capital gains in later years. The Fund will not make
any distributions from net realized securities gains unless capital loss
carry forwards, if any, have been used or have expired. Long-term capital
gains, if any, will be identified separately when tax information for the
Trust is distributed to shareholders. Receipt of tax-exempt income must
be reported on the taxpayer's Federal income tax return. The Additional
Statement describes how dividends and distributions received by direct
shareholders of the Trust may be reinvested in shares of any Eligible Fund
at net asset value. To effect its policy of maintaining a net asset value
of $1.00 per share, the Trust, under certain circumstances, may withhold
dividends or make distributions from capital or capital gains.
Tax Status of the Trust's Dividends. The Trust intends to qualify
under the Internal Revenue Code during each fiscal year to pay "exempt-
interest dividends" to its shareholders, and so qualified during its last
fiscal year. Exempt-interest dividends which are derived from net
investment income earned by the Trust on Municipal Securities will be
excludable from gross income of shareholders for Federal income tax
purposes. This allocation will be made by uniformly applying a designated
percentage to all income dividends made during the Trust's calendar year.
Such designation will normally be made following the end of such fiscal
year as to income dividends paid in the prior year. The percentage of
income designated as tax-exempt may differ substantially from the
percentage of the Trust's income that was tax-exempt for a given period.
A shareholder treats a dividend as a receipt of ordinary income (whether
paid in cash or reinvested in additional shares) if derived from net
interest income earned by the Trust from one or more of: (i) certain
taxable temporary investments (such as certificates of deposit, commercial
paper and obligations of the U.S. government, its agencies or
instrumentalities and repurchase agreements), (ii) income from securities
loans or repurchase agreements, (iii) an excess of net short-term capital
gains over net long-term capital losses. Losses realized by shareholders
on the redemption or other disposition of Trust shares within six months
of purchase (which period may be shortened by regulation and may be
extended in certain circumstances) will be disallowed for Federal income
tax purposes to the extent of exempt-interest dividends received on such
shares. For corporate shareholders, all of the Trust's dividends will be
a component of adjusted current earnings for determining Federal corporate
alternative minimum tax. Shareholders receiving Social Security benefits
should be aware that exempt-interest dividends are a factor in determining
whether such benefits are subject to Federal income tax. Interest on
loans used to purchase shares of the Trust may not be deducted for Federal
tax purposes. Under rules used by the Internal Revenue Service to
determine when borrowed funds are deemed used for the purpose of
purchasing or carrying particular assets, the purchase of Trust shares may
be considered to have been made with borrowed funds even though the
borrowed funds are not directly traceable to the purchase of shares. The
Trust also intends to qualify during each fiscal year to pay "exempt-
interest dividends" that will be exempt from New York State and New York
City personal income taxes to the extent the Trust's income is derived
from New York state municipal securities. Distributions, including
"exempt interest dividends", may be subject to New York state franchise
taxes if received by a corporation.
Dividends paid by the Trust derived from net short-term capital
gains are taxable to shareholders as ordinary income whether received in
cash or reinvested. Any distribution of long-term capital gain, when
designated by the Trust as a capital gain dividend, is taxable to
shareholders as long-term capital gain, whether received in cash or
reinvested and regardless of how long Trust shares have been held. The
Trust will report annually to its shareholders the percentage of interest
income it received during the preceding year on Municipal Securities.
It will also report the net amount of its income that is subject to
alternative minimum tax. Receipt of tax-exempt income must be reported
on a taxpayer's Federal income tax return.
Tax Status of the Trust. If the Trust qualifies as a "regulated
investment company" under the Internal Revenue Code, it will not be liable
for Federal income taxes on amounts paid by it as dividends and
distributions. The Trust so qualified during its last fiscal year and
intends to qualify in the current and future fiscal years, while reserving
the right not to so qualify. However, the Internal Revenue Code contains
a number of complex tests relating to qualification which the Trust might
not meet in any particular year. If the Trust does not qualify, it would
be treated for Federal tax purposes as an ordinary corporation, would
receive no tax deduction for payments made to shareholders and would be
unable to pay "exempt-interest dividends" as discussed above.
Additional Information
Description of the Trust and its Shares. Each share of the Trust
represents an interest in the Trust equal to the interest of each other
share and each shareholder is entitled to one vote per share (and a
fractional vote for a fractional share) on matters submitted to their
vote, and to participate pro-rata in dividends and distributions and in
the net distributable assets of the Trust on liquidation. Shares do not
have preemptive, subscription or cumulative voting rights. The Trust's
Board of Trustees is empowered to issue additional "series" of shares of
the Trust, which may have separate assets and liabilities.
The Trust does not anticipate holding annual meetings. Under
certain circumstances, shareholders have the right to remove a Trustee.
See "Additional Information" in the Additional Statement for details.
The Custodian and the Transfer Agent. The Custodian of the assets of
the Trust is Citibank, N.A. The Manager and its affiliates presently have
banking relationships with the Custodian. See "Additional Information"
in the Additional Statement for further information. The Trust's cash
balances in excess of $100,000 held by the Custodian are not protected by
Federal deposit insurance. Such uninsured balances may at times be
substantial. The rating restrictions under Rule 2a-7 (see "Ratings of
Securities," herein) do not apply to banks in which the Trust's cash is
kept.
Shareholder Services, Inc., a subsidiary of OMC, acts as Transfer
Agent and shareholder servicing agent on an at-cost basis for the Trust
and the other funds advised by the Manager. The fees to the Transfer
Agent do not include payments for any services of the type paid, or to be
paid, by the Trust to the distributor and to Recipients under any Service
Plan. Shareholders should direct any inquiries regarding the Trust to the
Transfer Agent at the address or toll-free phone number on the back cover.
Program participants should direct any inquiries regarding the Trust to
their broker.
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in
this Prospectus, and if given or made such information and representations
must not be relied upon as having been authorized by the Trust, the
Manager, the Distributor 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 offer in such state.
Investment Adviser and Distributor
Centennial Asset Management Corporation
3410 South Galena Street
Denver, Colorado 80231
Transfer and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217-5143
1-800-525-9310
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202
Legal Counsel
Myer, Swanson & Adams, P.C.
1600 Broadway
Denver, Colorado 80202
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
CENTENNIAL NEW YORK TAX EXEMPT TRUST
3410 South Galena Street, Denver, Colorado 80231
1-800-525-9310
This Statement of Additional Information (the "Additional
Statement") is not a Prospectus. This Additional Statement should be read
in conjunction with the Prospectus (the "Prospectus") dated November 1,
1994, of Centennial New York Tax Exempt Trust (the "Trust"), which may be
obtained upon written request to Shareholder Services, Inc. (the "Transfer
Agent"), P.O. Box 5143, Denver, Colorado 80217-5143, or by calling the
toll-free number shown above.
TABLE OF CONTENTS
Page
Investment Objective and Policies 2
Special Investment Considerations - New York Municipal Securities 8
Investment Restrictions 15
Trustees and Officers 16
Investment Management Services 19
Service Plan 21
Purchase, Redemption and Pricing of Shares 22
Yield Information 24
Additional Information 26
Automatic Withdrawal Plan Provisions 27
Independent Auditors' Report 30
Financial Statements 31
Appendix A: Description of Securities Ratings A-1
Appendix B: Tax Equivalent Yield Tables B-1
This Additional Statement is effective November 1, 1994.
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The investment objective and policies of the Trust are described in
the Prospectus. Set forth below is supplemental information about those
policies. Certain capitalized terms used in this Additional Statement are
defined in the Prospectus.
The Trust will not make investments with the objective of seeking
capital growth. However, the value of the securities held by the Trust may
be affected by changes in general interest rates. Because the current
value of debt securities varies inversely with changes in prevailing
interest rates, if interest rates increase after a security is purchased,
that security would normally decline in value. Conversely, should
interest rates decrease after a security is purchased, its value would
rise. However, those fluctuations in value will not generally result in
realized gains or losses to the Trust since the Trust does not usually
intend to dispose of securities prior to their maturity. A debt security
held to maturity is redeemable by its issuer at full principal value plus
accrued interest. To a limited degree, the Trust may engage in short-term
trading to attempt to take advantage of short-term market variations, or
may dispose of a portfolio security prior to its maturity if, on the basis
of a revised credit evaluation of the issuer or other considerations, the
Trust believes such disposition advisable or it needs to generate cash to
satisfy redemptions. In such cases, the Trust may realize a capital gain
or loss.
There are, of course, variations in the quality of Municipal
Securities, both within a particular classification and between
classifications, depending on numerous factors. The yields of Municipal
Securities depend on, among other things, general conditions of the
Municipal Securities market, size of a particular offering, the maturity
of the obligation and rating of the issue. The market value of Municipal
Securities will vary as a result of changing evaluations of the ability
of their issuers to meet interest and principal payments, as well as
changes in the interest rates payable on new issues of Municipal
Securities.
Municipal Securities.
Municipal Bonds. The principal classifications of Municipal
Securities are "general obligations" (secured by the issuer's pledge of
its full faith, credit and taxing power for the payment of principal and
interest) and "revenue obligations" (payable only from the revenues
derived from a particular facility or class of facilities, or specific
excise tax or other revenue source); and "Industrial Development Bonds".
General Obligation Bonds. Issuers of general obligation bonds
include states, counties, cities, towns, and regional districts. The
proceeds of these obligations are used to fund a wide range of public
projects, including construction or improvement of schools, highways and
roads, and water and sewer systems. The basic security behind general
obligation bonds is the issuer's pledge of its full faith and credit and
taxing power for the payment of principal and interest. The taxes that
can be levied for the payment of debt service may be limited or unlimited
as to the rate or amount of special assessments.
Revenue Bonds. The principal security for a revenue bond is
generally the net revenues derived from a particular facility, group of
facilities, or, in some cases, the proceeds of a special excise or other
specific revenue source. Revenue bonds are issued to finance a wide
variety of capital projects including: electric, gas, water and sewer
systems; highways, bridges, and tunnels; port and airport facilities;
colleges and universities; and hospitals. Although the principal security
behind these bonds may vary, many provide additional security in the form
of a debt service reserve fund whose money may be used to make principal
and interest payments on the issuer's obligations. Housing finance
authorities have a wide range of security, including partially or fully
insured mortgages, rent subsidized and/or collateralized mortgages, and/or
the net revenues from housing or other public projects. Some authorities
provide further security in the form of a state's ability (without
obligation) to make up deficiencies in the debt service reserve fund.
Industrial Development Bonds. Industrial development bonds, which
are considered municipal bonds if the interest paid is exempt from Federal
income tax, are issued by or on behalf of public authorities to raise
money to finance various privately operated facilities for business and
manufacturing, housing, sports, and pollution control. These bonds are
also used to finance public facilities such as airports, mass transit
systems, ports, and parking. The payment of the principal and interest
on such bonds is dependent solely on the ability of the facility's user
to meet its financial obligations and the pledge, if any, of real and
personal property so financed as security for such payment.
Municipal Notes. Municipal Securities having a maturity when issued
of less than one year are generally known as Municipal Notes. Municipal
Notes generally are used to provide for short-term working capital needs
and include:
Tax Anticipation Notes. Tax anticipation notes are issued to
finance working capital needs of municipalities. Generally, they are
issued in anticipation of seasonal tax revenue, such as income, sales, use
or business taxes, and are payable from these specific future taxes.
Revenue Anticipation Notes. Revenue anticipation notes are issued
in expectation of receipt of other types of revenue, such as Federal
revenues available under Federal revenue sharing programs.
Bond Anticipation Notes. Bond anticipation notes are issued to
provide interim financing until long-term financing can be arranged. In
most cases, the long-term bonds then provide the money for the repayment
of the notes.
Construction Loan Notes. Construction loan notes are sold to
provide construction financing. After successful completion and
acceptance, many projects receive permanent financing through the Federal
Housing Administration.
Tax-Exempt Commercial Paper. Tax-exempt commercial paper is a
short-term obligation issued by state and local governments or their
agencies to finance seasonal working capital needs or as short-term
financing in anticipation of longer-term financing.
Floating Rate/Variable Rate Obligations. Floating rate and
variable rate demand notes are tax-exempt obligations which may have a
stated maturity in excess of one year, but may include features that
permit the holder to recover the principal amount of the underlying
security on not more than thirty days' notice at any time or at specified
intervals not exceeding one year. The issuer of such notes normally has
a corresponding right, after a given period, to prepay in its discretion
the outstanding principal amount of the note plus accrued interest upon
a specified number of days notice to the holder. The interest rate on a
floating rate demand note is based on a stated prevailing market rate,
such as the PSA Municipal Swap Index, or J.J. Kenney Index, or some other
standard, and is adjusted automatically each time such rate is adjusted.
The interest rate on a variable rate demand note is also based on a stated
prevailing market rate but is adjusted automatically at specified
intervals of no more than one year. Generally, the changes in the
interest rate on such securities reduce the fluctuation in their market
value. As interest rates decrease or increase, the potential for capital
appreciation or depreciation is less than that for fixed-rate obligations
of the same maturity.
Puts and Stand-by Commitments. When the Trust buys Municipal
Securities, it may obtain a stand-by commitment from the seller to
repurchase the securities that entitles the Trust to achieve same-day
settlement from the repurchaser and to receive an exercise price equal to
the amortized cost of the underlying security plus accrued interest, if
any, at the time of exercise. A put purchased in conjunction with a
Municipal Security enables the Trust to sell the underlying security
within a specified period of time at a fixed exercise price. The Trust
may pay for a stand-by commitment or put either separately in cash or by
paying a higher price for the securities acquired subject to the stand-by
commitment or put. The Trust will enter into these transactions only with
banks and dealers which, in the Manager's opinion, present minimal credit
risks.
The Trust's purchases of puts are subject to the provisions of Rule
2a-7 under the Investment Company Act because the Trust uses the amortized
cost method to value its portfolio securities. That Rule, which is
subject to change, states (among other things) that the Trust may not,
with respect to 75% of the amortized cost of its assets, have invested
more than 5% of the total amortized cost value of its assets in securities
issued by or subject to puts from the same institution. An unconditional
put or guarantee with respect to a security will not be deemed to be
issued by the institution providing the guarantee or put provided that the
value of all securities held by the Trust and issued or guaranteed by the
issuer providing the guarantee or put shall not exceed 10% of the Trust's
total assets. The Trust's ability to exercise a put or stand-by
commitment will depend on the ability of the bank or dealer to pay for the
securities if the put or stand-by commitment is exercised. If the bank
or dealer should default on its obligation, the Trust might not be able
to recover all or a portion of any loss sustained from having to sell the
security elsewhere. Puts and stand-by commitments are not transferable
by the Trust, and therefore terminate if the Trust sells the underlying
security to a third party. The Trust intends to enter into these
arrangements to facilitate portfolio liquidity, although such arrangements
may enable the Trust to sell a security at a pre-arranged price which may
be higher than the prevailing market price at the time the put or stand-by
commitment is exercised. However, the Trust might refrain from exercising
a put or stand-by commitment if the exercise price is significantly higher
than the prevailing market price, to avoid imposing a loss on the seller
which could jeopardize the Trust's business relationship with the seller.
Any consideration paid by the Trust for the put or stand-by commitment
(which increases the cost of the security and reduces the yield otherwise
available from the security) will be reflected on the Trust's books as
unrealized depreciation while the put or stand-by commitment is held, and
a realized gain or loss when the put or commitment is exercised or
expires. Interest income received by the Trust from Municipal Securities
subject to puts or stand-by commitments may not qualify as tax-exempt in
its hands if the terms of the put or stand-by commitment cause the Trust
not to be treated as the tax owner of the underlying Municipal Securities.
When-Issued and Delayed Delivery Transactions. As stated in the
Prospectus, the Trust may invest in Municipal Securities on a "when-
issued" or "delayed delivery" basis. Payment for and delivery of the
securities generally settles within thirty days of the date the offer is
accepted. The purchase price and yield are fixed at the time the buyer
enters into the commitment. During the period between the time of
commitment and settlement, no payment is made by the Trust to the issuer
and no interest accrues to the Trust from the investment. However, the
Trust intends to be as fully invested as possible and will not invest in
when-issued securities if its income or net asset value will be materially
adversely affected. At the time the Trust makes the commitment to
purchase a Municipal Security on a when-issued basis, it will record the
transaction on its books and reflect the value of the security in
determining its net asset value. It will also segregate cash or liquid
high-grade Municipal Securities equal in value to the commitment for the
when-issued securities. While when-issued securities may be sold prior
to settlement date, the Trust intends to acquire the securities upon
settlement unless a prior sale appears desirable for investment reasons.
There is a risk that the yield available in the market when delivery
occurs may be higher than the yield on the security acquired.
Municipal Lease Obligations. Municipal leases may take the form of
a lease or an installment purchase contract issued by a state or local
government authority to obtain funds to acquire a wide variety of
equipment and facilities. Although lease obligations do not constitute
general obligations of the municipality for which the municipality's
taxing power is pledged, a lease obligation is ordinarily backed by the
municipality's covenant to budget for, appropriate and make the payments
due under the lease obligation. However, certain lease obligations
contain "non-appropriation" clauses which provide that the municipality
has no obligation to make lease or installment purchase payments in future
years unless money is appropriated for such purpose on a yearly basis.
In addition to the risk of "non-appropriation," municipal lease securities
do not yet have a highly developed market to provide the degree of
liquidity of conventional municipal bonds. Municipal leases, like other
municipal debt obligations, are subject to the risk of non-payment. The
ability of issuers of municipal leases to make timely lease payments may
be adversely affected in general economic downturns and as relative
governmental cost burdens are reallocated among federal, state and local
governmental units. Such non-payment would result in a reduction of
income to the Fund, and could result in a reduction in the value of the
municipal lease experiencing non-payment and a potential decrease in the
net asset value of the Fund.
Private Activity Municipal Securities. The Tax Reform Act of 1986
(the "Tax Reform Act") reorganized, as well as amended, the rules
governing tax exemption for interest on Municipal Securities. The Tax
Reform Act generally did not change the tax treatment of bonds issued in
order to finance governmental operations. Thus, interest on obligations
issued by or on behalf of a state or local government, the proceeds of
which are used to finance the operations of such governments (e.g.,
general obligation bonds) continues to be tax-exempt. However, the Tax
Reform Act further limited the use of tax-exempt bonds for non-
governmental (private) purposes. More stringent restrictions were placed
on the use of proceeds of such bonds. Interest on certain private
activity bonds (other than those specified as "qualified" tax-exempt
private activity bonds, e.g., exempt
facility bonds including certain industrial development bonds, qualified
mortgage bonds, qualified Section 501(c)(3) bonds, qualified student loan
bonds, etc.) is taxable under the revised rules.
Interest on certain private activity bonds issued after August 7,
1986, which continues to be tax-exempt will be treated as a tax preference
item subject to the alternative minimum tax (discussed below) to which
certain taxpayers are subject. Further, a private activity bond which
would otherwise be a qualified tax-exempt private activity bond will not,
under Internal Revenue Code Section 147(a), be a qualified bond for any
period during which it is held by a person who is a "substantial user" of
the facilities or by a "related person" of such a substantial user. This
"substantial user" provision is applicable primarily to exempt facility
bonds, including industrial development bonds. The Trust may not be an
appropriate investment for entities which are "substantial users" (or
persons related thereto) of such exempt facilities, and such persons
should consult their own tax advisers before purchasing shares. A
"substantial user" of such facilities is defined generally as a "non-
exempt person who regularly uses part of a facility" financed from the
proceeds of exempt facility bonds. Generally, an individual will not be
a "related person" under the Internal Revenue Code unless such investor
or the investor's immediate family (spouse, brothers, sisters and
immediate descendants) own directly or indirectly in the aggregate more
than 50% in value of the equity of a corporation or partnership which is
a "substantial user" of a facility financed from the proceeds of exempt
facility bonds. In addition, limitations on the dollar amount of private
activity bonds which each state may issue were revised downward by the Tax
Reform Act, which will reduce the supply of such bonds. The value of the
Trust's portfolio could be affected if there is a reduction in the
availability of such bonds. That value may also be affected by a 1988
U.S. Supreme Court decision upholding the constitutionality of the
imposition of a Federal tax on the interest earned on Municipal Securities
issued in bearer form.
A Municipal Security is treated as a taxable private activity bond
under a test for (a) a trade or business use and security interest, or (b)
a private loan restriction. Under the trade or business use and security
interest test, an obligation is a private activity bond if (i) more than
10% of bond proceeds are used for private business purposes and (ii) 10%
or more of the payment of principal or interest on the issue is directly
or indirectly derived from such private use or is secured by the privately
used property or the payments related to the use of the property. For
certain types of users, a 5% threshold is substituted for this 10%
threshold. (The term "private business use" means any direct or indirect
use in a trade or business carried on by an individual or entity other
than a state or municipal governmental unit.) Under the private loan
restriction, the amount of bond proceeds which may be used to make private
loans is limited to the lesser of 5% or $5.0 million of the proceeds.
Thus, certain issues of Municipal Securities could lose their tax-exempt
status retroactively if the issuer fails to meet certain requirements as
to the expenditure of the proceeds of that issue or use of the bond-
financed facility. The Trust makes no independent investigation of the
users of such bonds or their use of proceeds. If the Trust holds a bond
that loses its tax-exempt status retroactively, an adjustment to the tax-
exempt income previously paid to shareholders may result.
The Federal alternative minimum tax is designed to ensure that all
taxpayers pay some tax, even if they have no other income tax obligation.
This is accomplished in part by including in taxable income certain tax
preference items in arriving at alternative minimum taxable income. The
Tax Reform Act made tax-exempt interest from certain private activity
bonds a tax preference item for purposes of the alternative minimum tax
on individuals and corporations. Any exempt-interest dividend paid by a
regulated investment company will be treated as interest on a specific
private activity bond to the extent of its proportionate share of the
interest on such bonds received by the regulated investment company. The
U.S. Treasury is authorized to issue regulations implementing this
provision. In addition, corporate taxpayers subject to the alternative
minimum tax may, under some circumstances, have to include exempt-interest
dividends in calculating their alternative minimum taxable income in
situations where the "adjusted current earnings" of the corporation
exceeds its alternative minimum taxable income. The Trust may hold
Municipal Securities the interest on which (and thus a proportionate share
of the exempt-interest dividends paid by the Trust) will be subject to the
Federal alternative minimum tax. For calendar year 1993, approximately
10.0% of the Trust dividends paid to shareholders were a tax preference
item for shareholders subject to the Federal alternative minimum tax. The
Trust anticipates that under normal circumstances it will not purchase any
such securities in an amount greater than 20% of the Trust's total assets.
Ratings of Securities. The prospectus describes "Eligible Securities"
in which the Trust may invest and indicates that if a security's rating
is downgraded, the Manager and/or the Board may have to reassess the
security's credit risks. If a security has ceased to be a First Tier
Security, the Manager will promptly reassess whether the security
continues to present "minimal credit risks." If the Manager becomes aware
that any Rating Organization has downgraded its rating of a Second Tier
Security or rated an unrated security below its second highest rating
category, the Trust's Board of Trustees shall promptly reassess whether
the security presents minimal credit risks and whether it is in the best
interests of the Trust to dispose of it. If a security is in default, or
ceases to be an Eligible Security, or is determined no longer to present
minimal credit risks, the Board must determine whether it would be in the
best interests of the Trust to dispose of the security; but if the Trust
disposes of the security within 5 days of the Manager learning of the
downgrade, the Manager will provide the Board with subsequent notice of
such downgrade. The Rating Organizations currently designated as such by
the Securities and Exchange Commission ("SEC") are Standard & Poor's
Corporation, Moody's Investors Service, Inc., Fitch Investors Services,
Inc., Duff and Phelps, Inc., IBCA Limited, its affiliate, IBCA, Inc. and
Thomson BankWatch, Inc. A description of the ratings categories of those
Rating Organizations is contained in Appendix A.
Repurchase Agreements. In a repurchase transaction, the Trust
acquires a security from, and simultaneously resells it to, an approved
vendor which meets the requirements of Rule 2a-7. The resale price
exceeds the purchase price by an amount that reflects an agreed-upon
interest rate effective for the period during which the repurchase
agreement is in effect. The majority of these transactions run from day
to day, and delivery pursuant to the resale typically will occur within
one to five days of the purchase. Repurchase agreements are considered
loans under the Investment Company Act, collateralized by the underlying
security. The Trust's repurchase agreements require that at all times
while the repurchase agreement is in effect, the value of the collateral
must equal or exceed the repayment obligation to fully collateralize the
repayment obligation. Additionally, the Manager will impose
creditworthiness requirements to confirm that the vendor is financially
sound and will continuously monitor the collateral's value.
Loans of Portfolio Securities. The Trust may lend its portfolio
securities subject to the restrictions stated in the Prospectus, to
attempt to increase the Trust's income. Under applicable regulatory
requirements (which are subject to change), the loan collateral must, on
each business day, be at least equal to the value of the loaned securities
and must consist of cash, bank letters of credit or securities of the U.S.
Government (or its agencies or instrumentalities) or other cash
equivalents in which the Trust is permitted to invest. To be acceptable
as collateral, letters of credit must obligate a bank to pay amounts
demanded by the Trust if the demand meets the terms of the letter. Such
terms and the issuing bank must be satisfactory to the Trust. The Trust
receives an amount equal to the dividends or interest on loaned securities
and also receives one or more of: (a) negotiated loan fees, (b) interest
on securities used as collateral, or (c) interest on short-term debt
securities purchased with such loan collateral; either type of interest
may be shared with the borrower. The Trust may also pay reasonable
finder's, custodian and administrative fees and will not lend its
portfolio securities to any officer, trustee, employee or affiliate of the
Trust or the Manager. The terms of the Trust's loans must meet certain
tests under the Internal Revenue Code and permit the Trust to reacquire
loaned securities on five days' notice or in time to vote on any important
matter. Income from securities loans is not included in the exempt-
interest dividends paid by the Trust.
Special Investment Considerations - New York Municipal Securities.
As explained in the Prospectus, the Trust is highly sensitive to the
fiscal stability of New York State (the "State") and its subdivisions,
agencies, instrumentalities or authorities, including New York City, which
issue the Municipal Securities in which the Trust concentrates its
investments. The following information on risk factors in concentrating
in New York Municipal Securities is only a summary, based on publicly
available information, and official statements relating to offerings of
New York issuers of Municipal Securities prior to June 28, 1994, and no
representation is made as to the accuracy of such information.
During the mid-1970's the State, some of its agencies,
instrumentalities and public benefit corporations (the "Authorities"), and
certain of its municipalities faced serious financial difficulties. To
address many of these financial problems, the State developed various
programs, many of which were successful in ameliorating the financial
crisis. Any further financial problems experienced by these Authorities
or municipalities could have a direct adverse effect on the New York
Municipal Securities in which the Trust invests.
New York City
General. More than any other municipality, the fiscal health of New
York City (the "City") has a significant effect on the fiscal health of
the State. The national economic downturn which began in July 1990
adversely affected the local economy which had been declining since late
1989. As a result, the City experienced job losses in 1990 and 1991 and
real Gross City Product ("GCP") fell in those two years. Beginning in
1992, the improvement in the national economy helped stabilize conditions
in the City. Employment losses moderated toward year-end and real GCP
increased, boosted by strong wage gains. On July 8, 1994, the City
submitted to the Control Board a fourth quarter modification to the City's
financial plan for the 1994 fiscal year (the "1994 Modification") which
projects a balanced budget in accordance with GAAP for the 1994 fiscal
year, after taking into account a discretionary transfer of $171 million
in resources to the 1995 fiscal year.
For each of the 1981 through 1993 fiscal years, the City achieved
balanced operating results as reported in accordance with generally
accepted accounting principles ("GAAP") and the City's 1994 fiscal year
results are projected to be balanced in accordance with GAAP. For fiscal
year 1995, the City has adopted a budget which has halted the trend in
recent years of substantial increases in City spending from one year to
the next. The City was required to close substantial budget gaps in
recent years in order to maintain balanced operating results. There can
be no assurance that the City will continue to maintain a balanced budget,
or that it can maintain a balanced budget without additional tax or other
revenue increases or reductions in City services, which could adversely
affect the City's economic base.
The Mayor is responsible for preparing the City's four-year financial
plan, including the City's current financial plan for the 1994 through
1997 fiscal years (the "1994-1997 Financial Plan", "Financial Plan" or
"City Plan").
The City's projections set forth in the City Plan are based on
various assumptions and contingencies which are uncertain and which may
not materialize. Changes in major assumptions could significantly affect
the City's ability to balance its budget as required by State law and to
meet its annual cash flow and financing requirements. Such assumptions
and contingencies include the timing of any regional and local economic
recovery, the impact on real estate tax revenues of the current downturn
in the real estate market, wage increases for City employees consistent
with those assumed in the City Plan, employment growth, provision of State
and Federal aid and mandate relief and the impact on the New York City
region of the tax increases contained in President Clinton's economic
plan.
Implementation of the City Plan is also dependent upon the City's
ability to market its securities successfully in the public credit
markets. The City's financing program for fiscal years 1994 through 1997
contemplates the issuance of $11.7 billion of general obligation bonds
primarily to reconstruct and rehabilitate the City's infrastructure and
physical assets and to make capital investments. In addition, the City
issues revenue and tax anticipation notes to finance seasonal working
capital requirements. The success of projected public sales of City bonds
and notes will be subject to prevailing market conditions, and no
assurance can be given that such sales will be completed. If the City
were unable to sell its general obligation bonds and notes, it would be
prevented from meeting its planned operating and capital expenditures.
The City Comptroller and other agencies and public officials have
issued reports and make public statements which, among other things, state
that projected revenues may be less and future expenditures may be greater
than forecast in the City Plan. In addition, the Control Board staff and
others have questioned whether the City has the capacity to generate
sufficient revenues in the future to provide the level of services
included in the Financial Plan. It is reasonable to expect that such
reports and statements will continue to be issued and to engender public
comment.
1994-1997 Financial Plan. The 1994-1997 Financial Plan projects
revenues and expenditures for the 1994 fiscal year balanced in accordance
with GAAP. The Financial Plan sets forth actions to close a projected gap
of approximately $2.0 billion in the 1994 fiscal year. The gap-closing
actions for the 1994 fiscal year include agency actions, including
productivity savings and savings from restructuring the delivery of City
services; service reductions; the sale of delinquent real property tax
receivables; discretionary transfers from the 1993 fiscal year; reduced
debt service costs, resulting from refinancings and other actions;
proposed increased Federal assistance; a proposed continuation of the
personal income tax surcharge; proposed increased State aid; and various
revenue actions.
The Financial Plan also sets forth projections for the 1995 through
1997 fiscal years and outlines a proposed gap-closing program to close
projected budget gaps of $1.7 billion, $2.5 billion and $2.7 billion for
the 1995 through 1997 years, respectively. These projections take into
account expected increases in Federal and State assistance. Various
actions proposed in the City Plan, including the proposed continuation of
the personal income tax surcharge and the proposed increase in State aid,
are subject to approval by the Governor and the State Legislature, and the
proposed increase in Federal aid is subject to approval by Congress and
the President. The State Legislature has failed to approve proposals for
the State assumption of certain Medicaid costs, mandate relief and
reallocation in State education aid in previous sessions, thereby
increasing the uncertainty as to the receipt of the State assistance
included in the City Plan. If these actions cannot be implemented, the
City will be required to take other actions to decrease expenditures or
increase revenues to maintain a balanced financial plan.
The Financial Plan reflects certain cost and expenditure increases
including increases in salaries and benefits paid to City employees
pursuant to certain collective bargaining agreements. In the event of a
collective bargaining impasse, the terms of wage settlements could be
determined through the impasse procedure in the New York City Collective
Bargaining Law, which can impose a binding settlement.
Ratings. As of December 9, 1993, Moody's rated the City's general
obligation bonds Baa1, S&P rated such bonds A- and Fitch has rated such
bonds A-. Such ratings reflect only the views of these rating agencies,
from which an explanation of the significance of such ratings may be
obtained. There is no assurance that such ratings will continue for any
given period of time or that they will not be revised downward or
withdrawn entirely. Any such downward revision or withdrawal could have
an adverse effect on the market prices of bonds.
Outstanding Net Indebtedness. As of September 30, 1993, the City and
the Municipal Assistance Corporation for the City of New York had,
respectively, $19.977 billion and $4.542 billion of outstanding net long-
term debt.
The City depends on the State for State aid both to enable the City
to balance its budget and to meet its cash requirements. If the State
experiences revenue shortfalls or spending increases beyond its
projections during its 1994 fiscal year or subsequent years, such
developments could result in reductions in anticipated State aid to the
City. In addition, there can be no assurance that State budgets in future
fiscal years will be adopted by the April 1 statutory deadline and that
there will not be adverse effects on the City's cash flow and additional
City expenditures as a result of such delays.
Litigation. The City is a defendant in a significant number of
lawsuits. Such litigation includes, but is not limited to, routine
litigation incidental to the performance of its government and other
functions, actions commenced and claims asserted against the City arising
out of alleged constitutional violations, alleged torts, alleged breaches
of contracts and other violations of law and condemnation proceedings and
other tax and miscellaneous actions. While the ultimate outcome and
fiscal impact, if any, on the proceedings and claims are not currently
predictable, adverse determination in certain of them might have a
material adverse effect upon the City's ability to carry out the City
Plan. As of June 30, 1993, the City estimated its potential future
liability on account of all outstanding claims to be approximately $2.2
billion.
New York State
The State has historically been one of the wealthiest states in the
nation. For decades, however, the State economy has grown more slowly
than that of the nation as a whole, resulting in the gradual erosion of
its relative economic affluence. The causes of this relative decline are
varied and complex, in many cases involving national and international
developments beyond the State's control. Part of the reason for the long-
term relative decline in the State economy has been attributed to the
combined State and local tax burden, which is one of the highest in the
nation. The existence of this tax burden limits the State's ability to
impose higher taxes in the event of future financial difficulties.
Recently, the State has been relatively successful in bringing the rate
of growth in the public sector in the State in line with changes in the
private economy.
As a result of the national and regional economic recession, the
State's tax receipts for its 1991 and 1992 fiscal years were substantially
lower than projected, which resulted in reductions in State aid to
localities for the State's 1992 and 1993 fiscal years from amounts
previously projected. The State completed its 1993 fiscal year with a
positive margin of $671 million in the General Fund. The State's economy,
as measured by employment, started to recover near the start of the 1993
calendar year and the State completed its 1994 fiscal year with a cash-
basis positive balance of $1.026 billion in the State's General Fund (the
major operating fund of the State).
The State updates its Financial Plans quarterly to adjust for
changing economic conditions. The State's 1994-95 Financial Plan, which
is based upon the enacted State budget, projects a balanced General Fund.
The State's 1994-95 Financial Plan provided the City with savings through
various actions, which include increased State education aid and State
assumption of certain costs previously paid by the City and restoration
of certain prior year revenue sharing reductions. However, the State
legislature failed to enact a substantial portion of the proposed state
assumption of local Medical costs, other significant mandate relief items,
and certain Medicaid costs containment items proposed by the Governor,
which would have provided the City with additional savings. The Division
of the Budget has cautioned that its projections are subject to various
risks and that actual economic growth may be weaker than projected due to
such factors as consumer attitudes towards spending, Federal financial and
monetary policies, the availability of credit and the condition of the
world economy.
There can be no assurance that the State will not face substantial
potential budget gaps in future years resulting from a significant
disparity between tax revenues projected from a lower recurring receipts
base and the spending required to maintain state programs at current
levels. To address any potential budgetary imbalance, the State may need
to take significant actions to align recurring receipts and disbursements
in future fiscal years.
Composition of State Cash Receipts and Disbursements. Substantially
all State non-pension financial operations are accounted for in the
State's governmental funds group. Governmental funds include the General
Fund, which receives all income not required by law to be deposited in
another fund and which for the State's 1994-95 fiscal year is expected to
account for approximately 52% of total projected governmental fund
receipts; Special Revenue Funds, which receive the preponderance of moneys
received by the State from the Federal government and other income the use
of which is legally restricted to certain purposes and which is expected
to comprise approximately 39% of total projected governmental funds
receipts in the 1994-95 fiscal year; Capital Projects Funds, used to
finance the acquisition and construction of major capital facilities by
the State and to aid in certain of such projects conducted by local
governments or public authorities; and Debt Service Funds, which are used
for the accumulation of moneys for the payment of principal of and
interest on long-term debt and to meet lease-purchase and other
contractual-obligation commitments. Receipts in Capital Projects and Debt
Service Funds comprise an aggregate of approximately 10% of total
projected governmental funds receipts in the 1994-95 fiscal year.
A legislative change implemented in August 1990 affects the way in
which a portion of the State's sales and use tax collections are recorded
as receipts in the General Fund. Pursuant to legislation creating the
Local Government Assistance Corporation ("LGAC"), the Comptroller is
required to credit the equivalent of one percentage point of the four
percent sales and use tax collections to the Local Government Assistance
Tax Fund (the "Tax Fund"), which is a Debt Service Fund, for purposes of
making payments to LGAC to provide for the payment of debt service on its
bonds and notes. To the extent that these moneys are not necessary for
payment to LGAC, they are transferred from the Tax Fund to the General
Fund and are reported in the General Fund as a transfer from other funds,
rather than as sales and use tax receipts. During the State's 1991-92 and
1992-93 fiscal years $1.435 billion and $1.504 billion, respectively, in
sales and use tax receipts were credited to the Tax Fund, and $1.527
billion is estimated to be credited to the Tax Fund during the State's
1993-94 fiscal year. For the 1991-92 fiscal year, the amount transferred
to the General Fund from the Tax Fund was $1.316 billion, after providing
for the payment of $119 million to LGAC for the purpose of meeting debt
service on its bonds and its other cash requirements. For the 1992-93
fiscal year, $1.280 billion was transferred to the General Fund from the
Tax Fund after providing for payment of $224 million to LGAC for debt
services and other cash requirements, while $1.262 billion is estimated
to be transferred in 1993-94, after payment of $247 million to LGAC for
debt service and other cash requirements.
The enacted 1993-94 Executive Budget includes several changes in the
manner in which General Fund tax receipts are recorded. Receipts from
user taxes and fees are reduced by approximately $434 million to reflect
receipts that are dedicated for highway and bridge capital purposes, which
are to be deposited in the Capital Projects Funds. Also, business taxes
are reduced by approximately $176 million to reflect tax receipts that are
dedicated for transportation purposes and which will be deposited in the
Special Revenue and Capital Project Funds.
Authorities. The fiscal stability of the State is related to the
fiscal stability of its Authorities, which generally have responsibility
for financing, constructing and operating revenue-producing public benefit
facilities. Authorities are not subject to the constitutional
restrictions on the incurrence of debt which apply to the State itself,
and may issue bonds and notes within the amounts of, and as otherwise
restricted by, their legislative authorization. As of September 30, 1992,
the latest data available, there were 18 Authorities that had outstanding
debt of $100 million or more. The aggregate outstanding debt, including
refunding bonds, of these 18 Authorities was $62.2 billion as of September
30, 1992, of which approximately $8.2 billion was moral obligation debt
and approximately $17.1 billion was financed under lease-purchase or
contractual-obligation financing arrangements.
Authorities are generally supported by revenues generated by the
projects financed or operated, such as fares, user fees on bridges,
highway tolls and rentals for dormitory rooms and housing. In recent
years, however, the State has provided financial assistance through
appropriations, in some cases of a recurring nature, to certain of the 18
Authorities for operating and other expenses and, in fulfillment of its
commitments on moral obligation indebtedness or otherwise, for debt
service. This operating assistance is expected to continue to be required
in future years.
The State's experience has been that if an Authority suffers serious
financial difficulties, both the ability of the State and the Authorities
to obtain financing in the public credit markets and the market price of
the State's outstanding bonds and notes may be adversely affected. The
New York State Housing Finance Agency ("HFA") and the New York State Urban
Development Corporation ("UDC") have in the past required substantial
amounts of assistance from the State to meet debt service costs or to pay
operating expenses. Further assistance, possibly in increasing amounts,
may be required for these, or other, Authorities in the future. In
addition, certain statutory arrangements provide for State local
assistance payments otherwise payable to localities to be made under
certain circumstances to certain Authorities. The State has no obligation
to provide additional assistance to localities whose local assistance
payments have been paid to Authorities under these arrangements. However,
in the event that such local assistance payments are so diverted, the
affected localities could seek additional State funds.
Ratings. On June 6, 1990, Moody's changed its rating on all State's
outstanding general obligation bonds from A1 to A. On March 26, 1990,
Standard & Poor's changed its rating of all of the State's outstanding
general obligation bonds from AA- to A. On January 13, 1992, Standard &
Poor's changed its rating of all of the State's outstanding general
obligation bonds from A to A- and in addition reduced its ratings on the
State's moral obligation, lease purchase, guaranteed and contractual
obligation debt. S&P also continued its negative rating outlook
assessment on State general obligation debt. On April 26, 1993, S&P
revised its rating outlook assessment to stable. On June 8, 1993, S&P
affirmed the State's A- rating and continued its outlook as stable. On
January 6, 1992, Moody's reduced its ratings on outstanding limited-
liability State lease-purchased and contractual obligations from A to
Baa1. On June 8, 1993 Moody's reconfirmed its A rating on the State's
general long-term indebtedness. Ratings reflect only the respective views
of such organizations, and an explanation of the significance of such
ratings may be obtained from the rating agency furnishing the same. There
is no assurance that a particular rating will continue for any given
period of time or that any such rating will not be revised downward or
withdrawn entirely, if in the judgment of the agency originally
establishing the rating, circumstances so warrant. A downward revision
or withdrawal of such ratings, or either of them, may have an effect on
the market price of the State Municipal Securities in which the New York
Fund invests.
General Obligation Debt. As of September 30, 1993, the State had
approximately $5.134 billion in general obligation bonds, excluding
refunding bonds, and $224 million in bond anticipation notes outstanding.
On May 4, 1993, the State issued $850 million in tax and revenue
anticipation notes which will mature on December 31, 1993. Principal and
interest due on general obligation bonds and interest due on bond
anticipation notes and on tax and revenue anticipation notes were $890.0
million and $818.8 million for the 1991-92 and 1992-93 fiscal years,
respectively, and are estimated to be $785.1 million for the State's 1993-
94 fiscal year, not including interest on refunding bonds to the extent
that such interest is to be paid from escrowed funds.
Litigation. As a result of the United States Supreme Court decision
in the case of State of Delaware v. State of New York, the State may be
required to make certain significant payments during the 1993-94 fiscal
year or thereafter.
On November 16, 1993, the Court of Appeals, the State's highest
court, affirmed the decision of the Appellate Division (Third Department)
of the State's Supreme Court in three actions (McDermott, et. al. v.
Regan, et. al.; v. Puma, et al.; and Guzdek, et al. v. Regan, et al.)
declaring unconstitutional certain legislation enacted in 1990. That
legislation mandated a change in the actuarial funding method for
determining contributions by the State and its local governments to the
State and local retirement systems from the aggregate cost (AC) method,
previously used by the Comptroller, to the projected unit credit (PUC)
method, and it required the application of the surplus reported under the
PUC method as a credit to employer contributions. As a result,
contributions to the retirement systems have been significantly reduced
since the State's 1990 -91 fiscal year. The Court of Appeals held, among
other things, that the State Constitution, which prohibits the benefits
of membership in the retirement systems from being impaired or diminished,
was violated because the PUC legislation impaired "the means designed to
assure benefits to public employees by depriving the Comptroller of his
personal responsibility to maintain "the security and sources of benefits"
of the pension fund." As a result of this decision, the Comptroller has
developed a plan to return to the AC method and to restore prior funding
levels of the retirement systems. The Comptroller expects to achieve this
objective in a manner that, consistent with his fiduciary
responsibilities, will neither require the State to make additional
contributions in its 1993-94 fiscal year nor materially and adversely
affect the financial condition of the State thereafter. The Comptroller's
plan calls for a return to the AC method, using a four-year phase-in the
New York State and Local Employees' Retirement System (ERS), with State
AC contributions capped at a percentage of payroll that increases each
year during the phase-in. Although State contributions capped at a
percentage of payroll that increases each year during the phase-in.
Although State contributions to ERS under the plan are expected to be
lower during the phase-in period than they would have been if the AC
method were reinstated immediately, they are expected to exceed PUC levels
by $30 million in fiscal 1994-95, $63 million in fiscal 1995-96, $116
million in fiscal 1996-97, and $193 million in fiscal year 1997-98. The
excess over PUC levels is expected to peak at $241 million in fiscal 1998-
99, when State contributions under the Comptroller's plan are first
projected to exceed levels that would have been required by an immediate
return to the AC method. The excess over PUC levels is projected to
decline after fiscal 1998-99, and, beginning in fiscal 2001-02, State
contributions required under the Comptroller's plan are projected to be
less than PUC requirements would have been. The State is a defendant in
numerous legal proceedings pertaining to matters incidental to the
performance of routine governmental operations. Such litigation includes,
but is not limited to, claims asserted against the State arising from
alleged torts, alleged breaches of contracts, condemnation proceedings and
other alleged violations of State and Federal laws. Included in the
State's outstanding litigation are a number of cases challenging the
constitutionality or the adequacy and effectiveness of a variety of
significant social welfare programs primarily involving the State's mental
hygiene programs. Adverse judgments in these matters generally could
result in injunctive relief coupled with prospective changes in patient
care which could require substantial increased financing of the litigated
programs in the future. Because of the prospective nature of these
matters, no provision for this potential exposure has been made in the
State's audited financial statements for the 1991-92 fiscal year.
Adverse developments in any of these proceedings or the initiation
of new proceedings could affect the ability of the State to maintain a
balanced State Plan. In its audited financial statements for the 1992-93
fiscal year, the State reported its estimated liability for awarded and
anticipated unfavorable judgments as $721 million.
Other Localities. Certain localities in addition to the City could
have financial problems leading to requests for additional State
assistance during the State's 1993-94 fiscal year and thereafter. The
potential impact on the State of such actions by localities is not
included in the projections of the State receipts and disbursements in the
State's 1993-94 fiscal year.
Fiscal difficulties experienced by the City of Yonkers ("Yonkers")
resulted in the creation of the Financial Control Board for the City of
Yonkers (the "Yonkers Board") by the State in 1984. The Yonkers Board is
charged with oversight of the fiscal affairs of Yonkers. Future actions
taken by the Governor or the State Legislature to assist Yonkers could
result in allocation of State resources in amounts that cannot yet be
determined.
INVESTMENT RESTRICTIONS
The Trust's significant investment restrictions are set forth in the
Prospectus. The following investment restrictions are also fundamental
policies of the Trust, and, together with the fundamental policies and
investment objective described in the Prospectus, cannot be changed
without the vote of a "majority" of the Trust's outstanding shares. Under
the Investment Company Act, such "majority" vote is defined as the vote
of the holders of the lesser of: (i) 67% or more of the shares present or
represented by proxy at a shareholder meeting, if the holders of more than
50% of the outstanding shares are present or represented by proxy, or (ii)
more than 50% of the outstanding shares. Under these additional
restrictions, the Trust cannot: (1) invest in any debt instrument having
a maturity in excess of one year from the date of purchase, unless
purchased subject to a demand feature which may not exceed one year and
requires payment on not more than 30 days' notice; (2) enter into a
repurchase agreement or purchase a security subject to a call if the
scheduled repurchase or redemption date is greater than one year; (3)
invest in commodities or commodity contracts, or invest in interests in
oil, gas, or other mineral exploration or development programs; (4)
invest in real estate; however, the Trust may purchase debt securities
issued by companies which invest in real estate or interests therein; (5)
purchase securities on margin or make short sales of securities; (6)
invest in or hold securities of any issuer if those officers and trustees
or directors of the Trust or its adviser who beneficially own individually
more than 0.5% of the securities of such issuer together own more than 5%
of the securities of such issuer; (7) underwrite securities of other
companies except insofar as the Trust may be deemed an underwriter under
the Securities Act of 1933 in connection with the disposition of portfolio
securities; (8) invest more than 5% of the value of its total assets in
securities of companies that have operated less than three years,
including the operations of predecessors; or (9) purchase securities of
other investment companies, except in connection with a merger,
consolidation, acquisition or reorganization.
For purposes of investment restriction (6) above and the investment
restrictions in the Prospectus, the identification of the "issuer" of a
Municipal Security depends on the terms and conditions of the security.
When the assets and revenues of an agency, authority, instrumentality or
other political subdivision are separate from those of the government
creating the subdivision and the security is backed only by the assets and
revenues of the subdivision, such subdivision would be deemed to be the
sole issuer. Similarly, in the case of an industrial development bond,
if that bond is backed only by the assets and revenues of the
nongovernmental user, then such nongovernmental user would be deemed to
be the sole issuer. However, if in either case the creating government
or some other entity guarantees the security, such guarantee would be
considered a separate security and would be treated as an issue of such
government or other agency. For purposes of the Trust's compliance with
Rule 2a-7 when investing in puts (see "Puts and Stand-by Commitments"
above), a put will be considered to be issued by the party to which the
Trust will look for payment of the exercise price, and an unconditional
put will be considered to be a guarantee of the underlying security.
In applying the restrictions in the Prospectus as to the Trust's
investments, the Manager will consider a nongovernmental user of
facilities financed by industrial development bonds as being in a
particular industry, despite the fact that there is no industry
concentration limitation as to municipal securities the Trust may own.
Although this application of the restriction is not technically a
fundamental policy of the Trust, it will not be changed without
shareholder approval. This is not a fundamental policy, and therefore may
be changed without shareholder approval. Should any such change be made,
the Prospectus and/or Additional Statement will be supplemented to reflect
the change.
TRUSTEES AND OFFICERS
The Trustees and officers of the Trust and their principal
occupations and business affiliations during the past five years are
listed below. Each Trustee is a Trustee, Director or Managing General
Partner of Daily Cash Accumulation Fund, Inc., Centennial Money Market
Trust, Centennial Government Trust, Centennial Tax Exempt Trust,
Centennial California Tax Exempt Trust, Centennial America Fund, L.P.
(collectively with the Trust the "Centennial Trusts"), Oppenheimer Total
Return Fund, Inc., Oppenheimer High Yield Fund, Oppenheimer Equity Income
Fund, Oppenheimer Cash Reserves, Oppenheimer Strategic Funds Trust,
Oppenheimer Strategic Income & Growth Fund, Oppenheimer Strategic Short-
Term Income Fund, Oppenheimer Strategic Investment Grade Bond Fund,
Oppenheimer Variable Account Funds, Oppenheimer Champion High Yield Fund,
Oppenheimer Main Street Funds, Inc., Oppenheimer Limited-Term Government
Fund, Oppenheimer Tax-Exempt Bond Fund, Oppenheimer Investment Grade Bond
Fund, Oppenheimer Value Stock Fund and The New York Tax-Exempt Income
Fund, Inc. (collectively referred to as the "Denver OppenheimerFunds").
Mr. Fossel is President and Mr. Swain is Chairman of all of the funds
listed. All other officers, with the exception of Mr. Carbuto, hold
similar positions with all of the funds listed. As of September 30, 1994,
the Trustees and officers of the Trust in the aggregate owned less than
1% of the Trust's outstanding shares.
ROBERT G. AVIS, Trustee*
One North Jefferson Ave., St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset
Management and A.G. Edwards Trust Company (its affiliated investment
adviser and trust company, respectively).
WILLIAM A. BAKER, Trustee
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.
CHARLES CONRAD, JR., Trustee
1447 Vista del Cerro, Las Cruces, New Mexico 88005
Vice President of McDonnell Douglas Space Systems Co.; formerly associated
with the National Aeronautics and Space Administration.
RAYMOND J. KALINOWSKI, Trustee
44 Portland Drive, St. Louis, Missouri 63131
Formerly Vice Chairman and a Director of A.G. Edwards, Inc., parent
holding company of A.G. Edwards & Sons, Inc. (a broker-dealer), of which
he was a Senior Vice President.
C. HOWARD KAST, Trustee
2552 East Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting
firm).
ROBERT M. KIRCHNER, Trustee
7500 E. Arapahoe Rd., Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
NED M. STEEL, Trustee
3416 South Race Street, Englewood, Colorado 80112
Chartered Property and Casualty Underwriter; Senior Vice President and a
Director of Van Gilder Insurance Corp. (insurance brokers).
JAMES C. SWAIN, Chairman and Trustee*
3410 South Galena Street, Denver, Colorado 80231
President and Director of Centennial Asset Management Corporation (the
"Manager"); Vice Chairman of Oppenheimer Management Corporation ("OMC"),
the immediate parent of the Manager; formerly Chairman of the Board of
Shareholder Services, Inc. (the "Transfer Agent"), the Trust's transfer
agent, which is a subsidiary of OMC.
JON S. FOSSEL, Trustee and President*
Two World Trade Center, New York, New York 10048
Chairman, Chief Executive Officer and a director of OMC; President and
Director of Oppenheimer Acquisition Corp. ("OAC"), OMC's parent holding
company; President and a director of HarbourView Asset Management
Corporation, an investment adviser subsidiary of OMC ("HarbourView"); a
director of the Transfer Agent and Shareholder Financial Services, Inc.
("SFSI"), transfer agent subsidiaries of OMC; formerly President of OMC.
ANDREW J. DONOHUE, Vice President
Executive Vice President and General Counsel of OMC and Oppenheimer Funds
Distributor, Inc. ("OFDI"); an officer of other OppenheimerFunds; formerly
Senior Vice President and Associate General Counsel of OMC and OFDI;
Partner in Kraft & McManimon (a law firm); an officer of First Investors
Corporation (a broker-dealer) and First Investors Management Company, Inc.
(broker-dealer and investment adviser); director and an officer of First
Investors Family of Funds and First Investors Life Insurance Company.
MICHAEL A. CARBUTO, Vice President and Portfolio Manager
Two World Trade Center, New York, New York 10048
Vice President of the Manager and OMC; an officer of other
OppenheimerFunds.
GEORGE C. BOWEN, Vice President, Secretary and Treasurer
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of OMC; Vice President and Treasurer
of OFDI and HarbourView; Senior Vice President, Treasurer, Assistant
Secretary and a director of the Manager; Vice President, Treasurer and
Secretary of the Transfer Agent and SFSI; an officer of other
OppenheimerFunds; formerly Senior Vice President/Comptroller and Secretary
of OAMC.
ROBERT G. ZACK, Assistant Secretary
Two World Trade Center, New York, New York 10048
Senior Vice President and Associate General Counsel of OMC; Assistant
Secretary of the Transfer Agent and SFSI; an officer of other
OppenheimerFunds.
ROBERT BISHOP, Assistant Treasurer
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of OMC/Mutual Fund Accounting; an officer of
other OppenheimerFunds; formerly a Fund Controller for the Manager, prior
to which he was an Accountant for Yale & Seffinger, P.C., an accounting
firm, and previously an Accountant and Commissions Supervisor for Stuart
James Company, Inc., a broker-dealer.
SCOTT FARRAR, Assistant Treasurer
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of OMC/Mutual Fund Accounting; an officer of
other OppenheimerFunds; formerly a Fund Controller for the Manager, prior
to which he was an International Mutual Fund Supervisor for Brown
Brothers, Harriman Co., a bank, and previously a Senior Fund Accountant
for State Street Bank & Trust Company, before which he was a sales
representative for Central Colorado Planning.
___________________
*A Trustee who is an "interested person" of the Trust as defined in
the Investment Company Act.
Remuneration of Trustees. The officers of the Trust (including
Messrs. Fossel and Swain) are affiliated with the Manager and receive no
salary or fee from the Trust. The Trust has an Audit and Review Committee
composed of William A. Baker (Chairman), Charles Conrad, Jr. and Robert
M. Kirchner. This Committee meets regularly to review audit procedures,
financial statements and other financial and operational matters of the
Trust. During the fiscal year ended June 30, 1994, the remuneration
(including expense reimbursements) paid by the Trust to the Trustees as
a group (excluding Mr. Swain and Mr. Fossel) for services as trustees and
as members of one or more committees totaled $1,306.
Major Shareholders. As of September 30, 1994, A.G. Edwards & Sons, Inc.,
1 North Jefferson Avenue, St. Louis, MO 63103 ("Edwards"), which in turn
is owned by A.G. Edwards, Inc., was the record owner of 18,851,327.50
shares of the Trust (approximately 78.6% of outstanding shares). The
Trust is informed that the shares held of record by Edwards were
beneficially owned for the benefit of its brokerage clients.As of that
date, no other person owned of record or was known by the Trust to own
beneficially 5% or more of the outstanding shares of the Trust.
INVESTMENT MANAGEMENT SERVICES
The Manager is wholly owned by OMC which is a wholly-owned subsidiary
of Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. The remaining stock of OAC
is owned by: (i) certain of OMC's directors and officers, some of whom may
serve as officers of the Trust, and two of whom (Mr. James C. Swain and
Mr. Fossel) serves as a Trustee of the Trust and (ii) Edwards, which owns
less than 5% of its equity.
The management fee is payable monthly to the Manager under the terms
of the investment advisory agreement between the Manager and the Trust
(the "Agreement"), and is computed on the aggregate net assets of the
Trust as of the close of business each day. The Agreement requires the
Manager, at its expense, to provide the Trust with adequate office space,
facilities and equipment and to provide and supervise the activities of
all administrative and clerical personnel required to provide effective
administration of the Trust, including the compilation and maintenance of
records with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and registration
statements for continuous public sale of shares of the Trust. Expenses
not expressly assumed by the Manager under the Agreement or by the
Distributor of the shares of the Trust are paid by the Trust. A
description of examples of such expenses is in the Prospectus.
The Agreement contains no expense limitation. However, independently
of the Agreement, the Manager has undertaken that the total expenses of
the Trust in any fiscal year (including the management fee, but excluding
taxes, interest, brokerage commissions, distribution assistance payments
and extraordinary expenses such as litigation costs) shall not exceed (and
the Manager undertakes to assume any amount by which such expenses shall
exceed) the most stringent state securities law expense limitation
applicable to the sale of the Trust's shares. At present, the Trust's
shares will be sold only in New York State, which currently has no expense
limitation applicable to sales of mutual fund shares. In addition,
independently of the Agreement, the Manager has temporarily undertaken to
assume any expenses of the Trust in any fiscal year they exceed 0.80% of
the Trust's average annual net assets. The payment of the management fee
at the end of any month will be reduced so that there will not be any
accrued but unpaid liability under those expense limitations. Any
assumption of the Trust's expenses under either limitation lowers the
Trust's overall expense ratio and increases its yield and total return
during the time such expenses are assumed. The Manager reserves the right
to terminate or amend either of these undertakings at any time. For the
fiscal years ended June 30, 1992, 1993 and 1994 the management fees
payable by the Trust to the Manager would have been $116,115, $121,281 and
$127,154, respectively. Those amounts do not reflect the effect of the
expense assumptions of $67,751, $43,840 and $55,589, respectively, in
those periods by the Manager.
The Agreement provides that the Manager is not liable for any loss
sustained by reason of good faith errors or omissions in connection with
matters to which the Agreement relates, except a loss resulting by reason
of its willful misfeasance, bad faith, gross negligence or reckless
disregard for its obligations thereunder. The Manager is permitted by the
Agreement to act as investment adviser for any other person, firm or
corporation. If the Manager shall no longer act as investment adviser to
the Trust, the right of the Trust to use the name "Centennial" as part of
its name may be withdrawn.
Portfolio Transactions. Portfolio decisions are based upon the
recommendations and judgment of the Manager subject to the overall
authority of the Board of Trustees. As most purchases made by the Trust
are principal transactions at net prices, the Trust incurs little or no
brokerage costs. The Trust deals directly with the selling or purchasing
principal or market maker without incurring charges for the services of
a broker on its behalf unless it is determined that a better price or
execution may be obtained by using the services of a broker. Purchases
of portfolio securities from underwriters include a commission or
concession paid by the issuer to the underwriter, and purchases from
dealers include a spread between the bid and asked prices.
The Trust seeks to obtain prompt and reliable execution of orders at
the most favorable net price. If dealers or brokers are used for
portfolio transactions, transactions may be directed to dealers or brokers
furnishing execution and research services. The research services
provided by a particular dealer or broker may be useful only to one or
more of the advisory accounts of the Manager or its affiliates and
investment research received for the commissions of those other accounts
may be useful to both the Trust and one or more of such other accounts.
Such research, which may be supplied by a third party at the instance of
a dealer or broker, includes information and analyses on particular
companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services. If a research service also assists the Manager in a non-
research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the
Manager in the investment decision-making process may be paid for in
commission dollars. The research services provided by dealers or brokers
broaden the scope and supplement the research activities of the Manager
by making available additional views for consideration and comparisons,
and enabling the Manager to obtain market information for the valuation
of securities held in the Trust's portfolio or being considered for
purchase. In the rare instances where the Trust pays commissions for
research, the Board of Trustees, including the independent Trustees of the
Trust, will review information furnished by the Manager as to the
commissions paid to brokers furnishing such services in an effort to
ascertain that the amount of such commissions was reasonably related to
the value or the benefit of such services. The Trust does not direct the
handling of purchases or sales of portfolio securities, whether on a
principal or agency basis, to brokers for selling shares of the Trust.
No portfolio transactions are handled by firms which are affiliated with
the Trust or the Manager if that dealer or broker is acting as principal.
The Board of Trustees has permitted the Manager to use concessions on
fixed price offerings to obtain research, in the same manner as is
permitted for agency transactions. The Trust's policy of investing in
short-term debt securities with maturities of less than one year results
in high portfolio turnover. However, since brokerage commissions, if any,
are small and securities are usually held to maturity, high turnover does
not have an appreciable adverse effect upon the net asset value or income
of the Trust.
Other funds advised by the Manager have investment objectives and
policies similar to that of the Trust. Such other funds may purchase or
sell the same securities at the same time as the Trust, which could affect
the supply or price of such securities. If two or more of such funds
purchase the same security on the same day from the same dealer, the
Manager may average the price of the transactions and allocate the cost
among such funds.
SERVICE PLAN
The Trust has adopted a service plan (the "Plan") under Rule 12b-1
of the Investment Company Act, described in the Prospectus. No payment
will be made by the Distributor to any Recipient if the aggregate net
asset value of Trust shares held by it or its customers at the end of a
calendar quarter is less than the minimum level of qualified holdings, if
any, established under the Plan from time to time by the "Independent
Trustees". Currently, no minimum holding level has been established by
the Board of Trustees. For the Trust's fiscal year ended June 30, 1994,
payments under the Plan totalled $46,156, all of which were paid by the
Distributor to Recipients, including $131 paid to an affiliate of the
Distributor, as reimbursement for costs incurred with the personal service
and maintenance of accounts that hold Trust shares.
The Distributor has entered into Supplemental Distribution Assistance
Agreements ("Supplemental Agreements") under the Plan with selected
dealers distributing shares of Oppenheimer Cash Reserves, Centennial
Government Trust, Centennial California Tax Exempt Trust, Centennial
America Fund, L.P. and the Trust. Quarterly payments by the Distributor
for distribution-related services will range from 0.10% to 0.30%,
annually, of the average net asset value of shares of the above-mentioned
funds owned during the quarter beneficially or of record by the dealer or
its customers. However, no payment shall be made to any dealer for any
quarter during which the average net asset value of shares of the above-
mentioned funds owned during that quarter by the dealer or its customers
is less than $5 million. Payments made pursuant to Supplemental
Agreements are not a Trust expense, but are made by the Distributor out
of its own resources or out of the resources of the Manager which may
include profits derived from the advisory fee it receives from the Trust.
Payments to affiliates of the Distributor are not permitted.
The Plan shall, unless terminated as described below, continue in
effect from year to year but only so long as such continuance is
specifically approved at least annually by the Trust's Board of Trustees
including its Independent Trustees by a vote cast in person at a meeting
called for that purpose. The Supplemental Agreements are subject to the
same renewal requirement. The Plan and the Supplemental Agreements may
be terminated at any time by the vote of a majority of the Independent
Trustees or by the vote of the holders of a "majority" of the Trust's
outstanding voting securities. The Supplemental Agreements will
automatically terminate in the event of their "assignment" (as defined in
the Investment Company Act), and each may be terminated by the
Distributor: (i) in the event the Trust terminates the Plan, or (ii) if
the net asset value of shares of the above-mentioned funds covered by
Supplemental Agreements held by the dealer or its customers is less than
$5 million for two or more consecutive quarters. A dealer may terminate
a Supplemental Agreement at any time upon giving 30 days' notice. The
Plan may not be amended without shareholder approval, as set forth above,
to increase materially the amount of payments to be made and all material
amendments must be approved by the Board and the Independent Trustees.
The Glass-Steagall Act and other applicable laws and regulations,
among other things, generally prohibit Federally-chartered or supervised
banks from engaging in the business of underwriting, selling or
distributing securities as principals. Accordingly, the Distributor may
pay banks only for sales made on an agency basis or for the performance
of administrative and shareholder servicing functions. While the matter
is not free from doubt, the Manager believes that such laws do not
preclude a bank from performing the services required of a Recipient.
However, judicial or administrative decisions or interpretations of such
laws, as well as changes in either Federal or state statutes or
regulations relating to the permissible activities of banks or their
subsidiaries or affiliates, could prevent certain banks from continuing
to perform all or a part of these services. If a bank were so prohibited,
shareholders of the Trust who were clients of such bank would be permitted
to remain as shareholders, and if a bank could no longer provide those
service functions, alternate means for continuing the servicing of such
shareholders would be sought. In such event, shareholders serviced by
such bank might no longer be able to avail themselves of any automatic
investment or other services then being provided by such bank. It is not
expected that shareholders would suffer any adverse financial consequences
as a result of any of those occurrences. The Board of Trustees will
consider appropriate modifications to the Trust's operations, including
discontinuance of payments under the Plan to such institutions in the
event of any future change in such laws or regulations which may adversely
affect the ability of such institutions to provide these services. In
addition, certain banks and financial institutions may be required to
register as dealers under state law.
While the Plan is in effect, the Treasurer of the Trust shall provide
a report to the Board of Trustees in writing at least quarterly on the
amount of all payments made pursuant to the Plan and the identity of each
Recipient that received any such payment and the purposes for which
payments were made. The Plan further provides that while it is in effect,
the selection and nomination of those Trustees of the Trust who are not
"interested persons" of the Trust is committed to the discretion of the
Independent Trustees. This does not prevent the involvement of others in
such selection and
nomination if the final decision as to the selection or nomination is
approved by a majority of the Independent Trustees.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Determination of Net Asset Value Per Share. The net asset value per share
of the Trust is determined twice a day, as of 12:00 Noon and 4:00 P.M.,
on each day the New York Stock Exchange (the "Exchange") is open (a
"regular business day"), by dividing the Trust's net assets (the total
value of the Trust's portfolio securities, cash and other assets less all
liabilities) by the total number of shares outstanding. Shares of the
Trust are sold at their offering price (net asset value, without a sales
charge) as described in the Prospectus. The Exchange's most recent annual
holiday schedule states that it will close New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day. The Exchange may also close on other days.
Dealers other than Exchange members may conduct trading in Municipal
Securities on certain days on which the Exchange is closed (e.g., Good
Friday), so that securities of the same type held by the Trust may be
traded, and its net asset value per share may be significantly affected,
on such days when shareholders may not purchase or redeem shares.
The Trust will seek to maintain a net asset value of $1.00 per share
for purchases and redemptions. There can be no assurance that it will do
so. The Trust operates under SEC Rule 2a-7 under which it may use the
amortized cost method of valuing its shares. The amortized cost method
values a security initially at its cost and thereafter assumes a constant
amortization of any premium or accretion of any discount, regardless of
the impact of fluctuating interest rates on the market value of the
security. This method does not take into account unrealized capital gains
or losses.
The Trust's Board of Trustees has established procedures intended to
stabilize the Trust's net asset value at $1.00 per share. If the Trust's
net asset value per share were to deviate from $1.00 by more than 0.5%,
Rule 2a-7 requires the Board promptly to consider what action, if any,
should be taken. If the Trustees find that the extent of any such
deviation may result in material dilution or other unfair results to
shareholders, the Board will take such steps as it considers appropriate
to eliminate or reduce any such dilution or unfair results, including
without limitation selling portfolio securities prior to maturity,
shortening the average portfolio maturity, withholding or reducing
dividends, reducing the number of outstanding Trust shares without
monetary consideration, or calculating net asset value per share by using
available market quotations.
As long as it uses Rule 2a-7, the Trust must abide by certain
conditions described in the Prospectus. Some of those conditions which
relate to portfolio management are that the Trust must: (i) maintain a
dollar-weighted average portfolio maturity not in excess of 90 days; (ii)
limit its investments, including repurchase agreements, to those
instruments which are denominated in U.S. dollars, and which are rated in
one of the two highest short-term rating categories by at least two
"nationally-recognized statistical rating organizations" ("NRSROs"), as
defined in the Rule, or by one NRSRO if only one NRSRO has rated the
security; an instrument that is not rated must be of comparable quality
as determined under the Board procedures; and (iii) not purchase any
instruments with a remaining maturity of more than one year. Under Rule
2a-7, the maturity of an instrument is generally considered to be its
stated maturity (or in the case of an instrument called for redemption,
the date on which the redemption payment must be made), with special
exceptions for certain variable rate demand and floating rate instruments.
Repurchase agreements and securities loan agreements are, in general,
treated as having a maturity equal to the period scheduled until
repurchase or return, or if subject to demand, equal to the notice period.
While the amortized cost method provides certainty in valuation,
there may be periods during which the value of an instrument as determined
by amortized cost, is higher or lower than the price the Trust would
receive if it sold the instrument. During periods of declining interest
rates, the daily yield on shares of the Trust may tend to be lower (and
net investment income and daily dividends higher) than a like computation
made by a fund with identical investments utilizing a method of valuation
based upon market prices or estimates of market prices for its portfolio.
Thus, if the use of amortized cost by the Trust resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in
the Trust would be able to obtain a somewhat higher yield than would
result from investment in a fund utilizing solely market values, and
existing investors in the Trust would receive less investment income than
if the Trust were priced at market value. Conversely, during periods of
rising interest rates, the daily yield on Trust shares will tend to be
higher and its aggregate value lower than that of a portfolio priced at
market value. A prospective investor would receive a lower yield than
from an investment in a portfolio priced at market value, while existing
investors in the Trust would receive more investment income than if the
Trust were priced at market value.
Redemption of Shares. Information on how to redeem shares of the Trust
is stated in the Prospectus. The Prospectus states that payment for
shares tendered for redemption is ordinarily made in cash. If, however,
the Board of Trustees determines that it would be detrimental to the best
interests of the remaining shareholders of the Trust to make payment
wholly in cash, the redemption price may be paid in whole or in part by
a distribution in kind of securities from the portfolio of the Trust in
lieu of cash or in conformity with applicable Securities and Exchange
Commission rules. The Trust has elected to be governed by Rule 18f-1
under the Investment Company Act, pursuant to which the Trust is obligated
to redeem shares solely in cash up to the lesser of $250,000 or 1% of the
net assets of the Trust during any 90-day period for any one shareholder.
If shares are redeemed in kind, the redeeming shareholder might incur
transaction or other costs in converting the assets to cash. The method
of valuing securities used to make redemptions in kind will be the same
as the method of valuing securities described under "Determination of Net
Asset Value" above, and such valuation will be made as of the same time
the redemption price is determined.
Expedited Redemption Procedures. Under the Expedited Redemption Procedure
available to direct shareholders of the Trust, discussed in the
Prospectus, the wiring of redemption proceeds may be delayed if the
Trust's Custodian bank is not open for business on a day that the Trust
would normally authorize the wire to be made, which is usually the same
day for redemptions prior to 12:00 Noon and the Trust's next regular
business day for redemptions between 12:00 Noon and 4:00 P.M. In those
circumstances, the wire will not be transmitted until the next bank
business day on which the Trust is open for business, and no dividends
will be paid on the proceeds of redeemed shares awaiting transfer by wire.
Dividend Reinvestment in Another Fund. Direct shareholders of the Trust
may elect to reinvest all dividends and/or distributions in shares of any
of the other funds listed in the Prospectus as "Eligible Funds" at net
asset value without sales charge. To elect this option, a shareholder
must notify the Transfer Agent in writing, and either must have an
existing account in the fund selected for reinvestment or must obtain a
prospectus for that fund and an application from the Transfer Agent to
establish an account. The investment will be made at the net asset value
per share in effect at the close of business on the payable date of the
dividend or distribution.
YIELD INFORMATION
The Trust's current yield is calculated for a seven-day period of
time in accordance with regulations adopted under the Investment Company
Act. First, a base period return is calculated for the seven-day period
by determining the net change in the value of a hypothetical pre-existing
account having one share at the beginning of the seven day period. The
change includes dividends declared on the original share and dividends
declared on any shares purchased with dividends on that share, but such
dividends are adjusted to exclude any realized or unrealized capital gains
or losses affecting the dividends declared. Next, the base period return
is multiplied by 365/7, to obtain the current yield to the nearest
hundredth of one percent. The compounded effective yield for a seven-day
period is calculated by (a) adding 1 to the base period return (obtained
as described above), (b) raising the sum to a power equal to 365 divided
by 7, and (c) subtracting 1 from the result. For the seven-day period
ended June 30, 1994, the Trust's current yield was 1.84%, and its
compounded effective yield was 1.86%.
The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. Since the calculation of yield under
either procedure described above does not take into consideration any
realized or unrealized gains or losses on the Trust's portfolio securities
which may affect dividends, the return on dividends declared during a
period may not be the same on an annualized basis as the yield for that
period.
The Trust's "tax-equivalent yield" adjusts the Trust's current yield,
as calculated above, by a combined Federal, New York State and New York
City tax rate. The tax-equivalent yield is computed by dividing the tax-
exempt portion of the Trust's current yield by one minus a stated income
tax rate and adding the result to the portion (if any) of the Trust's
current yield that is not tax-exempt. The tax-equivalent yield may be
compounded as described above to provide a compounded effective tax
equivalent yield. The tax-equivalent yield may be used to compare the tax
effects of income derived from the Trust with income from taxable
investments at the tax rates stated. Appendix B includes a tax equivalent
yield table, based on various effective tax brackets for individual
taxpayers. Such tax brackets are determined by a taxpayer's Federal, New
York State and City taxable income (the net amount subject to income tax
after deductions and exemptions). The tax equivalent yield table assumes
that the investor is taxed at the highest bracket, regardless of whether
a switch to non-taxable investments would cause a lower bracket to apply,
and that state income tax payments are fully deductible for income tax
purposes. For taxpayers with income above certain levels, otherwise
allowable itemized deductions are limited. For the seven-day period ended
June 30, 1994, the Trust's tax-equivalent yield was 3.47% and its tax-
equivalent compounded yield was 3.51% for an investment subject to a
47.05% combined effective tax rate (the maximum for a New York City
resident).
Yield information may be useful to investors in reviewing the Trust's
performance. The Trust's yield may be compared to that of other
investments, by citing various indices such as The Bank Rate Monitor
National Index (provided by Bank Rate MonitorTM), which measures the
average rate paid on bank money market accounts, NOW accounts and
certificates of deposit by the 100 largest banks and thrift institutions
in the top ten metropolitan areas. However, a number of factors should
be considered before using yield information as a basis for comparison
with other investments. An investment in the Trust is not insured. Its
yield is not guaranteed and normally will fluctuate on a daily basis. The
yield for any given past period is not an indication or representation by
the Trust of future yields or rates of return on its shares. The Trust's
yield is affected by portfolio quality, portfolio maturity, type of
instruments held and operating expenses. The Trust's performance reflects
the voluntary assumption of expenses by the Manager, absent which such
figures would have been lower than those shown above. When comparing the
Trust's yield and investment risk with that of other investments,
investors should understand that certain other investment alternatives,
such as certificates of deposit, U.S. Government Securities, money market
instruments or bank accounts may provide fixed yields or yields that may
vary above a stated minimum, and also that bank accounts may be insured
or guaranteed. Certain types of bank accounts may not pay interest when
the balance falls below a specified level and may limit the number of
withdrawals by check per month. In order to compare the Trust's dividends
to the rate of return on taxable investments federal and New York state
and city income taxes on such investments should be considered.
ADDITIONAL INFORMATION
Description of the Trust. Until February 1, 1990, the Trust's name was
"Oppenheimer New York Tax-Exempt Cash Reserves." The Trust's Declaration
of Trust contains an express disclaimer of shareholder or Trustee
liability for the Trust's obligations, and provides for indemnification
and reimbursement of expenses out of its property for any shareholder held
personally liable for its obligations. The Declaration of Trust also
provides that the Trust shall, upon request, assume a defense of any claim
made against any shareholder for any act or obligation of the Trust and
satisfy any judgment thereon. Thus, while Massachusetts law permits a
shareholder of a trust (such as the Trust) to be held personally liable
as a "partner" for the Trust's obligations under certain circumstances,
the risk of a Trust shareholder incurring any financial loss on account
of shareholder liability is highly unlikely and is limited to the
relatively remote circumstance in which the Trust itself would be unable
to meet its obligations. Any person doing business with the Trust, and
any shareholder of the Trust, agrees under the Trust's Declaration of
Trust to look solely to the assets of the Trust for satisfaction of any
claim or demand which may arise out of any dealings with the Trust, and
the Trustees shall have no personal liability to any such person, to the
extent permitted by law. It is not contemplated that regular annual
meetings of shareholders will be held. The Trust will hold meetings when
required to do so by the Investment Company Act or other applicable law,
or when a shareholder meeting is called by the Trustees or upon proper
request of the shareholders. Shareholders have the right, upon the
declaration in writing or vote of two-thirds of the outstanding shares of
the Trust, to remove a Trustee. The Trustees will call a meeting of
shareholders to vote on the removal of a Trustee upon the written request
of the record holders of 10% of its outstanding shares. In addition, if
the Trustees receive a request from at least 10 shareholders (who have
been shareholders for at least six months) holding in the aggregate shares
of the Trust valued at $25,000 or more or holding 1% or more of the
Trust's outstanding shares, whichever is less, that they wish to
communicate with other shareholders to request a meeting to remove a
Trustee, the Trustees will then either make the Trust's shareholder list
available to the applicants or mail their communication to all other
shareholders at the applicants' expense, or the Trustees may take such
other action as set forth in Section 16(c) of the Investment Company Act.
Tax Status of the Trust's Dividends and Distributions. The Federal
and New York tax treatment of the Trust's dividends and distributions to
shareholders is explained in the Prospectus under the caption "Dividends,
Distributions and Taxes." Under the Internal Revenue Code, by December
31 each year, the Trust must distribute 98% of its taxable investment
income earned from January 1 through December 31 of that year and 98% of
its capital gains realized in the period from November 1 of the prior year
through October 31 of the current year or else the Trust must pay an
excise tax on the amounts not distributed. While it is presently
anticipated that the Trust will meet those requirements, the Trust's Board
and the Manager might determine in a particular year that it might be in
the best interest of the Trust not to make such distributions at the
mandated levels and to pay the excise tax, which would reduce the amount
available for distribution to shareholders.
The Custodian and the Transfer Agent. The Custodian's responsibilities
include safeguarding and controlling the Trust's portfolio securities and
handling the delivery of portfolio securities to and from the Trust. The
Manager has represented to the Trust that its banking relationships with
the Custodian have been and will continue to be unrelated to and
unaffected by the relationships between the Trust and the Custodian. It
will be the practice of the Trust to deal with the Custodian in a manner
uninfluenced by any banking relationship the Custodian may have with the
Manager or its affiliates.
The Transfer Agent (Shareholder Services, Inc.) is responsible for
maintaining the Trust's shareholder registry and shareholder accounting
records, and for shareholder servicing and administrative functions.
General Distributor's Agreement. Under the General Distributor's
Agreement between the Trust and the Distributor, the Distributor acts as
the Trust's principal underwriter in the continuous public offering of its
shares. The General Distributor is not obligated to sell a specific
number of shares. Expenses normally attributable to sales (other than
those paid under the Service Plan), including advertising and the cost of
printing and mailing prospectuses other than those furnished to existing
shareholders, are borne by the Distributor.
Independent Auditors and Financial Statements. The independent
auditors of the Trust examine the Trust's financial statements and perform
other related audit services. They also serve as auditors for the Manager
and for Oppenheimer Management Corporation ("OMC") the Manager's immediate
parent, and for certain other funds advised by the Manager and OMC.
AUTOMATIC WITHDRAWAL PLAN PROVISIONS
By requesting an Automatic Withdrawal Plan, the shareholder agrees
to the terms and conditions applicable to such plans, as stated below and
elsewhere in the Application for such Plans, the Prospectus and this
Statement of Additional Information as they may be amended from time to
time by the Trust and/or the Distributor. When adopted, such amendments
will automatically apply to existing Plans.
Trust shares will be redeemed as necessary to meet withdrawal
payments. Shares acquired without a sales charge will be redeemed first
and thereafter shares acquired with reinvested dividends and distributions
followed by shares acquired with a sales charge will be redeemed to the
extent necessary to make withdrawal payments. Depending upon the amount
withdrawn, the investor's principal may be depleted. Payments made to
shareholders under such plans should not be considered as a yield or
income on an investment. Purchases of additional shares concurrently with
withdrawals are undesirable because of sales charges on purchases when
made. Accordingly, a
shareholder may not maintain an Automatic Withdrawal Plan while
simultaneously making regular purchases.
1. Shareholder Services, Inc., the Transfer Agent of the Trust,
will administer the Automatic Withdrawal Plan (the "Plan") as agent for
the person (the "Planholder") who executed the Plan authorization and
application submitted to the Transfer Agent.
2. Certificates will not be issued for shares of the Trust
purchased for and held under the Plan, but the Transfer Agent will credit
all such shares to the account of the Planholder on the records of the
Trust. Any share certificates now held by the Planholder may be
surrendered unendorsed to the Transfer Agent with the Plan application so
that the shares represented by the certificate may be held under the Plan.
Those shares will be carried on the Planholder's Plan Statement.
3. Distributions of capital gains must be reinvested in shares
of the Trust, which will be done at net asset value without a sales
charge. Dividends may be paid in cash or reinvested.
4. Redemptions of shares in connection with disbursement payments
will be made at the net asset value per share determined on the redemption
date.
5. Checks or ACH payments will be transmitted approximately three
business days prior to the date selected for receipt of the monthly or
quarterly payment (the date of receipt is approximate), according to the
choice specified in writing by the Planholder.
6. The amount and the interval of disbursement payments and the
address to which checks are to be mailed may be changed at any time by the
Planholder on written notification to the Transfer Agent. The Planholder
should allow at least two weeks' time in mailing such notification before
the requested change can be put in effect.
7. The Planholder may, at any time, instruct the Transfer Agent
by written notice (in proper form in accordance with the requirements of
the then-current prospectus of the Trust) to redeem all, or any part of,
the shares held under the Plan. In such case, the Transfer Agent will
redeem the number of shares requested at the net asset value per share in
effect in accordance with the Trust's usual redemption procedures and will
mail a check for the proceeds of such redemption to the Planholder.
8. The Plan may, at any time, be terminated by the Planholder on
written notice to the Transfer Agent, or by the Transfer Agent upon
receiving directions to that effect from the Trust. the Transfer Agent
will also terminate the Plan upon receipt of evidence satisfactory to it
of the death or legal incapacity of the Planholder. Upon termination of
the Plan by the Transfer Agent or the Trust, shares remaining unredeemed
will be held in an uncertificated account in the name of the Planholder,
and the account will continue as a dividend-reinvestment, uncertificated
account unless and until proper instructions are received from the
Planholder, his executor or guardian, or as otherwise appropriate.
9. For purposes of using shares held under the Plan as
collateral, the Planholder may request issuance of a portion of his shares
in certificated form. Upon written request from the Planholder, the
Transfer Agent will determine the number of shares as to which a
certificate may be issued, so as not to cause the withdrawal checks to
stop because of exhaustion of uncertificated shares needed to continue
payments. Should such uncertificated shares become exhausted, Plan
withdrawals will terminate.
10. The Transfer Agent shall incur no liability to the Planholder
for any action taken or omitted by the Transfer Agent in good faith.
11. In the event that the Transfer Agent shall cease to act as
transfer agent for the Trust, the Planholder will be deemed to have
appointed any successor transfer agent to act as his agent in
administering the Plan.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Centennial New York Tax Exempt Trust
The Board of Trustees and Shareholders of
Centennial New York Tax Exempt Trust:
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Centennial New York Tax Exempt Trust
as of June 30, 1994, the related statement of operations for the year then
ended, the statements of changes in net assets for the years ended June 30, 1994
and 1993, and the financial highlights for the period January 3, 1989
(commencement of operations) to June 30, 1994. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of securities owned
at June 30, 1994 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Centennial New York
Tax Exempt Trust at June 30, 1994, the results of its operations, the changes in
its net assets, and the financial highlights for the respective stated periods,
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE
Denver, Colorado
July 22, 1994
<PAGE>
STATEMENT OF INVESTMENTS June 30, 1994
Centennial New York Tax Exempt Trust
<TABLE>
<CAPTION>
FACE MARKET
AMOUNT VALUE-NOTE 1
------- ------------
<S> <C> <C>
MUNICIPAL BONDS AND NOTES-99.6%
NEW YORK-95.8%
City of New York Development Corp. Mtg. Revenue Bonds,
Columbus Multifamily Project, Series A, 2.05% (1) ......... $2,500,000 $ 2,500,000
City of New York Housing Development Corp. Mtg.
Revenue Bonds:
East 96th Street Project, Series A, 2.15% (1) ............. 300,000 300,000
Queenswood Multifamily Project, Series A, 2.05% (1) ....... 200,000 200,000
City of New York Municipal Water Finance Authority Revenue Bonds:
Series C, 3% (1) .......................................... 1,000,000 1,000,000
Water and Sewer System Project, Series C, 3% (1) .......... 200,000 200,000
City of New York Trust Cultural Resources Revenue Refunding Bonds:
American Museum of Natural History, Series A, MBIA Insured,
2% (1) .................................................... 500,000 500,000
Erie County, New York Water Authority Revenue Bonds, Series A
AMBAC Insured, 2% (1) ..................................... 1,000,000 1,000,000
Geneva, New York Industrial Development Agency Civic Facility
Revenue Bonds, Colleges of the Seneca, Series A,
2.25% (1) ................................................. 960,000 960,000
Nassau County, New York Industrial Development Agency
Revenue Bonds, Cold Spring Harbor Labor Project,
2% (1) .................................................... 1,000,000 1,000,000
Nassau County, New York Revenue Bonds,
Series 32, 2.30% (1) ...................................... 1,000,000 1,000,000
New York State Energy Research and Development Authority:
Revenue Bonds:
Electric and Gas Corp., Series 84A, 2.80% 12/1/94 (2) ... 1,000,000 1,000,000
Long Island Lighting Co., Series B, 2.85%, 11/1/94 (2) .. 900,000 900,000
Rochester Gas and Electric Co., 2.80% (1) ............... 600,000 600,000
Revenue Refunding Bonds, Electric and Gas Corp., Series B,
2.45%, 8/2/94 (2) ....................................... 1,000,000 1,000,000
New York State Environmental Facility Solid Waste Disposal
Revenue Bonds, General Electric Co. Project, Series A,
2.50%, 7/11/94 (2) ........................................ 1,000,000 1,000,000
New York State Housing Finance Agency Revenue Bonds:
Mount Sinai School of Medicine, Series A, 2.55% (1) ....... 1,000,000 1,000,000
Normandie Court I Project, 2.05% (1) ...................... 1,000,000 1,000,000
New York State Job Development Authority Guaranteed
Revenue Bonds:
1984 Series C-1 to C-30, 2.60% (1) ........................ 775,000 775,000
1984 Series E-1 to E-55, 2.60% (1) ........................ 1,460,000 1,460,000
1984 Series F-1 to F-17, 2.60% (1) ........................ 450,000 450,000
Special Purpose, Series C-1, 2.75% (1) .................... 65,000 65,000
New York State Local Government Assistance Corp. Revenue Bonds,
Series A, 2.05% (1) ....................................... 1,300,000 1,300,000
</TABLE>
<PAGE>
STATMENT OF INVESTMENTS (Continued)
Centennial New York Tax Exempt Trust
<TABLE>
<CAPTION>
FACE MARKET
AMOUNT VALUE-NOTE 1
------- -------------
<S> <C> <C>
MUNICIPAL BONDS AND NOTES (CONTINUED)
NEW YORK (CONTINUED)
New York State Mtg. Agency Revenue Bonds, Series 40B,
3.15%, 9/29/94 (2) ........................................ $2,000,000 $ 2,000,000
North Hempstead, New York Solid Waste Management Authority
Revenue Refunding Bonds, Series A, 2.15% (1) .............. 2,000,000 2,000,000
Port Authority of New York and New Jersey Consolidated Revenue
Bonds, 2.60%, 7/11/94 (2) ................................. 800,000 800,000
Seneca County, New York Industrial Development Agency
Civic Facilities Revenue Bonds, New York Chiropractic College,
2% (1) .................................................... 400,000 400,000
Triborough Bridge and Tunnel Authority of New York Revenue Bonds,
Series BT-42, 2.30% (1) ................................... 1,000,000 1,000,000
U.S. POSSESSIONS-3.8%
Puerto Rico Industrial Medical and Environmental Pollution Control
Facilities Authority Revenue Bonds, Merck & Co., Inc. Series A,
2.70%, 12/1/94 ............................................ 1,000,000 1,000,199
------------
Total Investments at Value (Cost $26,410,199) ............... 99.6% 26,410,199
Other Assets Net of Liabilities ............................. 0.4 108,703
--------- ------------
Net Assets .................................................. 100.0% $26,518,902
========= ============
1. Floating or variable rate obligation maturing in more than one year. The
interest rate, which is based on specific, or an index of, market interest
rates is subject to change periodically and is the effective rate on
June 30, 1994. A demand feature allows the recovery of principal at any
time, or at specified intervals not exceeding one year, on up to 30 days'
notice.
2. Put obligation redeemable at full face value on the date reported.
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES June 30, 1994
Centennial New York Tax Exempt Trust
<TABLE>
<S> <C>
ASSETS:
Investments, at value (cost $26,410,199) - see accompanying statement.............................. $ 26,410,199
Cash............................................................................................... 260,132
Receivables:
Interest...................................................................................... 75,099
Shares of beneficial interest sold............................................................ 55,624
Other.............................................................................................. 7,320
-------------
Total assets............................................................................. 26,808,374
-------------
LIABILITIES:
Payables and other liabilities:
Shares of beneficial interest redeemed........................................................ 228,902
Service plan fees - Note 3.................................................................... 11,129
Dividends..................................................................................... 17,780
Other......................................................................................... 31,661
-------------
Total liabilities........................................................................ 289,472
-------------
NET ASSETS......................................................................................... $ 26,518,902
-------------
-------------
COMPOSITION OF NET ASSETS:
Paid-in capital.................................................................................... $ 26,518,166
Accumulated net realized gain from investment transactions......................................... 736
-------------
NET ASSETS - Applicable to 26,518,166 shares of beneficial interest outstanding.................... $ 26,518,902
-------------
-------------
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE..................................... $
1.00
</TABLE>
See accompanying Notes to Financial Statements.
5
<PAGE>
STATEMENT OF OPERATIONS For the Year Ended June 30, 1994
Centennial New York Tax Exempt Trust
<TABLE>
<S> <C>
INVESTMENT INCOME - Interest....................................................................... $ 626,536
-------------
EXPENSES:
Management fees - Note 3........................................................................... 127,154
Service plan fees - Note 3......................................................................... 46,156
Transfer and shareholder servicing agent fees - Note 3............................................. 43,215
Custodian fees and expenses........................................................................ 12,257
Shareholder reports................................................................................ 9,562
Legal and auditing fees............................................................................ 7,514
Registration and filing fees....................................................................... 1,364
Trustees' fees and expenses........................................................................ 1,306
Other.............................................................................................. 10,335
-------------
Total expenses........................................................................... 258,863
Less assumption of expenses by Centennial Asset Management Corporation - Note 3.................... (55,589)
-------------
Net expenses............................................................................. 203,274
-------------
NET INVESTMENT INCOME.............................................................................. 423,262
NET REALIZED GAIN ON INVESTMENTS................................................................... 1,817
-------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............................................... $ 425,079
-------------
-------------
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
Centennial New York Tax Exempt Trust
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------
1994 1993
-------- --------
<S> <C> <C>
OPERATIONS:
Net investment income........................................................................ $ 423,262 $ 421,860
Net realized gain on investments............................................................. 1,817 1,633
----------- ----------
Net increase in net assets resulting from operations....................................... 425,079 423,493
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS.................................................. (423,702) (421,860)
BENEFICIAL INTEREST TRANSACTIONS:
Net increase in net assets resulting from beneficial interest transactions - Note 2.......... 1,523,824 889,153
----------- ----------
NET ASSETS:
Total increase............................................................................... 1,525,201 890,786
Beginning of year............................................................................ 24,993,701 24,102,915
----------- ----------
End of Year.................................................................................. $26,518,902 $24,993,701
----------- ----------
----------- ----------
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
FINANCIAL HIGHLIGHTS
Centennial New York Tax Exempt Trust
<TABLE>
<CAPTION>
NINE MONTHS
ENDED PERIOD ENDED
YEAR ENDED JUNE 30, JUNE 30, SEPTEMBER 30,
--------------------------------------- ----------- ------------
1994 1993 1992 1991 1990 1989(1)
------- ------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period............. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment operations - net
investment income and net realized gain on
investments.................................... .02 .02 .03 .05 .04 .04
Dividends and distributions to shareholders...... (.02) (.02) (.03) (.05) (.04) (.04)
------- ------- ------- ------- ------- ------
Net asset value, end of period................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- ------- ------- ------
------- ------- ------- ------- ------- ------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in (thousands)........ $26,519 $24,994 $24,103 $21,439 $ 9,133 $4,935
Average net assets (in thousands)................ $25,419 $24,257 $23,221 $16,766 $ 7,008 $2,084
Number of shares outstanding at end of period (in
thousands)..................................... 26,518 24,994 24,105 21,443 9,135 4,934
Ratios to average net assets:
Net investment income............................ 1.67% 1.74% 3.00% 4.42% 4.98%(2) 5.41%(2)
Expenses, before voluntary assumption by the
Manager........................................ 1.02% .98% 1.09% 1.08% 1.48%(2) 2.21%(2)
Expenses, net of voluntary assumption by the
Manager........................................ .80% .80% .80% .72% .96%(2) 1.00%(2)
</TABLE>
- ------------
(1) For the period from January 3, 1989 (commencement of operations) to
September 30, 1989.
(2) Annualized.
See accompanying Notes to Financial Statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Centennial New York Tax Exempt Trust
1. SIGNIFICANT ACCOUNTING POLICIES
Centennial New York Tax Exempt Trust (the Trust) is registered under the
Investment Company Act of 1940, as amended, as a non-diversified, open-end
management investment company. The Trust's investment advisor is Centennial
Asset Management Corporation (the Manager), a subsidiary of Oppenheimer
Management Corporation (OMC). The following is a summary of significant
accounting policies consistently followed by the Trust.
INVESTMENT VALUATION. Portfolio securities are valued on the basis of
amortized cost, which approximates market value.
FEDERAL INCOME TAXES. The Trust intends to continue to comply with
provisions of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to shareholders.
Therefore, no federal income tax provision is required.
DISTRIBUTIONS TO SHAREHOLDERS. The Trust intends to declare dividends from
net investment income each day the New York Stock Exchange is open for business
and pay such dividends monthly. To effect its policy of maintaining a net asset
value of $1.00 per share, the Trust may withhold dividends or make distributions
of net realized gains.
OTHER. Investment transactions are accounted for on the date the
investments are purchased or sold (trade date). Realized gains and losses on
investments are determined on an identified cost basis, which is the same basis
used for federal income tax purposes.
2. SHARES OF BENEFICIAL INTEREST
The Trust has authorized an unlimited number of no par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<CAPTION>
Years Ended June 30,
------------------------------------------------------------
1994 1993
----------------------------- -----------------------------
SHARES AMOUNT SHARES AMOUNT
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Sold............................................... 75,789,053 $ 75,789,053 55,874,424 $ 55,874,424
Dividends and distributions reinvested............. 405,612 405,612 413,652 413,652
Redeemed........................................... (74,670,841) (74,670,841) (55,398,923) (55,398,923)
------------- -------------- ------------- --------------
Net increase.................................. 1,523,824 $ 1,523,824 889,153 $ 889,153
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
Centennial New York Tax Exempt Trust
3. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Trust which provides for an annual fee of .50% the
first $250 million of net assets with a reduction of .025% on each $250 million
thereafter, to .40% on net assets in excess of $1 billion. The Manager has
agreed to assume Trust expenses (with specified exceptions) in excess of the
most stringent applicable regulatory limit on Trust expenses. In addition, the
Manager has voluntarily undertaken to assume Trust expenses in excess of .80% of
average annual net assets.
Shareholder Services, Inc. (SSI), a subsidiary of OMC, is the transfer and
shareholder servicing agent for the Trust, and for other registered investment
companies. SSI's total costs of providing such services are allocated ratably to
these companies.
Under an approved service plan, the Trust may expend up to .20% of its net
assets annually to reimburse Centennial Asset Management Corporation, as
distributor, for costs incurred in connection with the personal service and
maintenance of accounts that hold shares of the Trust, including amounts paid to
brokers/dealers, banks and other institutions.
<PAGE>
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Below is a description of the two highest rating categories for Short Term
Debt and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on
behalf of the Trust. The ratings descriptions are based on information
supplied by the ratings organizations to subscribers.
Short Term Debt Ratings.
Moody's Investors Service, Inc. ("Moody's"): The following rating
designations for commercial paper (defined by Moody's as promissory
obligations not having original maturity in excess of nine months), are
judged by Moody's to be investment grade, and indicate the relative
repayment capacity of rated issuers:
Prime-1: Superior capacity for repayment. Capacity will
normally be evidenced by the following characteristics:
(a) leveling market positions in well-established
industries; (b) high rates of return on funds employed;
(c) conservative capitalization structures with
moderate reliance on debt and ample asset protection;
(d) broad margins in earning coverage of fixed
financial charges and high internal cash generation;
and (e) well established access to a range of financial
markets and assured sources of alternate liquidity.
Prime-2: Strong capacity for repayment. This will normally be
evidenced by many of the characteristics cited above
but to a lesser degree. Earnings trends and coverage
ratios, while sound, will be more subject to variation.
Capitalization characteristics, while still
appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.
Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes which
have demand features may also be designated as "VMIG". These rating
categories are as follows:
MIG1/VMIG1: Best quality. There is present strong protection
by established cash flows, superior liquidity
support or demonstrated broadbased access to the
market for refinancing.
MIG2/VMIG2: High quality. Margins of protection are ample
although not so large as in the preceding group.
Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of
no more than 365 days) assess the likelihood of payment:
A-1: Strong capacity for timely payment. Those issues
determined to possess extremely strong safety
characteristics are denoted with a plus sign (+)
designation.
A-2: Satisfactory capacity for timely payment. However, the
relative degree of safety is not as high as for issues
designated "A-1".
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Very strong or strong capacity to pay principal and
interest. Those issues determined to possess
overwhelming safety characteristics will be given a
plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest.
S&P assigns "dual ratings" to all municipal debt issues that have a demand
or double feature as part of their provisions. The first rating addresses
the likelihood of repayment of principal and interest as due, and the
second rating addresses only the demand feature. With short-term demand
debt, S&P's note rating symbols are used with the commercial paper symbols
(for example, "SP-1+/A-1+").
Fitch Investors Service, Inc. ("Fitch"): Fitch assigns the following
short-term ratings to debt obligations that are payable on demand or have
original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and
investment notes:
F-1+: Exceptionally strong credit quality; the strongest
degree of assurance for timely payment.
F-1: Very strong credit quality; assurance of timely payment
is only slightly less in degree than issues rated "F-
1+".
F-2: Good credit quality; satisfactory degree of assurance
for timely payment, but the margin of safety is not as
great as for issues assigned "F-1+" or "F-1" ratings.
Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for
commercial paper (defined by Duff & Phelps as obligations with maturities,
when issued, of under one year), asset-backed commercial paper, and
certificates of deposit (the ratings cover all obligations of the
institution with maturities, when issued, of under one year, including
bankers' acceptance and letters of credit):
Duff 1+: Highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or
access to alternative sources of funds, is outstanding,
and safety is just below risk-free U.S. Treasury short-
term obligations.
Duff 1: Very high certainty of timely payment. Liquidity
factors are excellent and supported by good
fundamental protection factors. Risk factors are
minor.
Duff 1-: High certainty of timely payment. Liquidity factors
are strong and supported by good fundamental protection
factors. Risk factors are very small.
Duff 2: Good certainty of timely payment. Liquidity
factors and company fundamentals are sound.
Although ongoing funding needs may enlarge total
financing requirements, access to capital markets
is good. Risk factors are small.
IBCA Limited or its affiliate IBCA Inc. ("IBCA"): Short-term ratings,
including commercial paper (with maturities up to 12 months), are as
follows:
A1+: Obligations supported by the highest capacity for
timely repayment.
A1: Obligations supported by a very strong capacity
for timely repayment.
A2: Obligations supported by a strong capacity for
timely repayment, although such capacity may be
susceptible to adverse changes in business,
economic, or financial conditions.
Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply
to commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.
TBW-1: The highest category; indicates the degree of safety
regarding timely repayment of principal and interest is
very strong.
TBW-2: The second highest rating category; while the degree of
safety regarding timely repayment of principal and
interest is strong, the relative degree of safety is
not as high as for issues rated "TBW-1".
Long Term Debt Ratings. These ratings are relevant for securities
purchased by the Trust with a remaining maturity of 397 days or less, or
for rating issuers of short-term obligations.
Moody's: Bonds (including municipal bonds) are rated as follows:
Aaa: Judged to be the best quality. They carry the smallest
degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a
large or by an exceptionally stable margin, and
principal is secure. While the various protective
elements are likely to change, such changes as can be
visualized are most unlikely to impair the
fundamentally strong positions of such issues.
Aa: Judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are
generally known as high-grade bonds. They are rated
lower than the best bonds because margins of protection
may not be as large as in "Aaa" securities or
fluctuations of protective elements may be of greater
amplitude or there may be other elements present which
make the long-term risks appear somewhat larger than in
"Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates that the issue ranks
in the lower end of its generic rating category.
Standard & Poor's: Bonds (including municipal bonds) are rated as
follows:
AAA: The highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
AA A strong capacity to pay interest and repay principal
and differ from "AAA" rated issues only in small
degree.
Fitch:
AAA: Considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be
affected by reasonably foreseeable events.
AA: Considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as
bonds rated "AAA". Plus (+) and minus (-) signs are used in
the "AA" category to indicate the relative position of a
credit within that category.
Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+".
Duff & Phelps:
AAA: The highest credit quality. The risk factors are
negligible, being only slightly more than for risk-free U.S.
Treasury debt.
AA: High credit quality. Protection factors are strong. Risk
is modest but may vary slightly from time to time because of
economic conditions. Plus (+) and minus (-) signs are used
in the "AA" category to indicate the relative position of a
credit within that category.
IBCA: Long-term obligations (with maturities of more than 12 months) are
rated as follows:
AAA: The lowest expectation of investment risk. Capacity for
timely repayment of principal and interest is substantial
such that adverse changes in business, economic, or
financial conditions are unlikely to increase investment
risk significantly.
AA: A very low expectation for investment risk. Capacity for
timely repayment of principal and interest is substantial.
Adverse changes in business, economic, or financial
conditions may increase investment risk albeit not very
significantly.
A plus (+) or minus (-) sign may be appended to a long
term rating to denote relative status within a rating
category.
TBW: TBW issues the following ratings for companies. These ratings
assess the likelihood of receiving payment of principal and interest on
a timely basis and incorporate TBW's opinion as to the vulnerability of
the company to adverse developments, which may impact the market's
perception of the company, thereby affecting the marketability of its
securities.
A: Possesses an exceptionally strong balance sheet and
earnings record, translating into an excellent
reputation and unquestioned access to its natural money
markets. If weakness or vulnerability exists in any
aspect of the company's business, it is entirely
mitigated by the strengths of the organization.
A/B: The company is financially very solid with a favorable track
record and no readily apparent weakness. Its overall risk
profile, while low, is not quite as favorable as for
companies in the highest rating category.
<PAGE>
APPENDIX B
TAX EQUIVALENT YIELD TABLES
The equivalent yield tables below compare tax-free income with taxable
income under Federal, New York State and New York City income tax rates
effective January 1, 1994. Combined taxable income refers to the net
amount subject to Federal, New York State and New York City income tax
after deductions and exemptions. The tables assume that an investor's
highest tax bracket applies to the change in taxable income resulting from
a switch between taxable and non-taxable investments, that the investor
is not subject to the Alternative Minimum Tax and that New York State and
local income tax payments are fully deductible for Federal income tax
purposes. They do not reflect the phaseout of itemized deductions and
personal exemptions at higher income levels, resulting in higher effective
tax rates and tax equivalent yields.
<TABLE>
<CAPTION>
New York State Residents
- ------------------------
Combined Taxable Income
- ---------------------- A Centennial New York
Tax Exempt Trust Yield
Single Return Joint Return of:
- ------------- ------------ Combined 1.0% 1.5% 2.0% 2.5%
Effective Is Approximately
Not Not Tax Equivalent to a Taxable
Over Over Over Over Bracket Yield of:
- ---- ---- ---- ---- --------- -------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 16,000 $ 22,000 20.10% 1.25% 1.88% 2.50% 3.13%
$ 22,000 $ 26,000 20.95% 1.27% 1.90% 2.53% 3.16%
$ 13,000 $ 22,100 $ 26,000 $ 36,900 21.69% 1.28% 1.92% 2.55% 3.19%
$ 22,100 $ 53,500 $ 36,900 $ 89,150 33.67% 1.51% 2.26% 3.02% 3.77%
$ 53,500 $115,000 $ 89,150 $140,000 36.43% 1.57% 2.36% 3.15% 3.93%
$115,000 $250,000 $140,000 $250,000 41.04% 1.70% 2.54% 3.39% 4.24%
$250,000 $250,000 44.36% 1.80% 2.70% 3.59% 4.49%
New York State Residents
- -----------------------
Combined Taxable Income
- ---------------------- A Centennial New York
Tax Exempt Trust Yield
Single Return Joint Return of:
- ------------- ------------ Combined 3.0% 3.5% 4.0%
Effective Is Approximately
Not Not Tax Equivalent to a Taxable
Over Over Over Over Bracket Yield of:
- ---- ---- ---- ---- --------- -------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 16,000 $ 22,000 20.10% 3.75% 4.38% 5.01%
$ 22,000 $ 26,000 20.95% 3.80% 4.43% 5.06%
$ 13,000 $ 22,100 $ 26,000 $ 36,900 21.69% 3.83% 4.47% 5.11%
$ 22,100 $ 53,500 $ 36,900 $ 89,150 33.67% 4.52% 5.28% 6.03%
$ 53,500 $115,000 $ 89,150 $140,000 36.43% 4.72% 5.51% 6.29%
$115,000 $250,000 $140,000 $250,000 41.04% 5.09% 5.94% 6.78%
$250,000 $250,000 44.36% 5.39% 6.29% 7.19%
New York City Residents
- ------------------------
Combined Taxable Income
- ---------------------- A Centennial New York
Tax Exempt Trust Yield
Single Return Joint Return of:
- ------------- ------------ Combined 1.0% 1.5% 2.0% 2.5%
Effective Is Approximately
Not Not Tax Equivalent to a Taxable
Over Over Over Over Bracket Yield of:
- ---- ---- ---- ---- --------- -------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 16,000 $ 22,000 23.21% 1.30% 1.95% 2.60% 3.26%
$ 22,000 $ 26,000 24.06% 1.32% 1.98% 2.63% 3.29%
$ 26,000 $ 27,000 24.80% 1.33% 1.99% 2.66% 3.32%
$ 15,000 $ 22,100 $ 27,000 $ 36,900 25.33% 1.34% 2.01% 2.68% 3.35%
$ 22,100 $ 25,000 $ 36,900 $ 45,000 36.75% 1.58% 2.37% 3.16% 3.95%
$ 25,000 $ 53,500 $ 45,000 $ 89,150 36.84% 1.58% 2.37% 3.17% 3.96%
$ 53,500 $ 60,000 $ 89,150 $108,000 39.47% 1.65% 2.48% 3.30% 4.13%
$ 60,000 $115,000 $108,000 $140,000 39.51% 1.65% 2.48% 3.31% 4.13%
$115,000 $250,000 $140,000 $250,000 43.89% 1.78% 2.67% 3.56% 4.46%
$250,000 $250,000 47.05% 1.89% 2.83% 3.78% 4.72%
New York City Residents
- -----------------------
Combined Taxable Income
- ---------------------- A Centennial New York
Tax Exempt Trust Yield
Single Return Joint Return of:
- ------------- ------------ Combined 3.0% 3.5% 4.0%
Effective Is Approximately
Not Not Tax Equivalent to a Taxable
Over Over Over Over Bracket Yield of:
- ---- ---- ---- ---- --------- -------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 16,000 $ 22,000 23.21% 3.91% 4.56% 5.21%
$ 22,000 $ 26,000 24.06% 3.95% 4.61% 5.27%
$ 26,000 $ 27,000 24.80% 3.99% 4.65% 5.32%
$ 15,000 $ 22,100 $ 27,000 $ 36,900 25.33% 4.02% 4.69% 5.36%
$ 22,100 $ 25,000 $ 36,900 $ 45,000 36.75% 4.74% 5.53% 6.32%
$ 25,000 $ 53,500 $ 45,000 $ 89,150 36.84% 4.75% 5.54% 6.33%
$ 53,500 $ 60,000 $ 89,150 $108,000 39.47% 4.96% 5.78% 6.61%
$ 60,000 $115,000 $108,000 $140,000 39.51% 4.96% 5.79% 6.61%
$115,000 $250,000 $140,000 $250,000 43.89% 5.35% 6.24% 7.13%
$250,000 $250,000 47.05% 5.67% 6.61% 7.55%
</TABLE>
<PAGE>
Investment Adviser and Distributor
Centennial Asset Management Corporation
3410 South Galena Street
Denver, Colorado 80231
Transfer and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80201-5143
1-800-525-9310
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202
Legal Counsel
Myer, Swanson & Adams, P.C.
1600 Broadway
Denver, Colorado 80202
PR 780 (11/94) * Printed on recycled paper
<PAGE>
Centennial New York Tax Exempt Trust
Effective November 1, 1994
<PAGE>
CENTENNIAL NEW YORK TAX EXEMPT TRUST
FORM N-1A
PART C
OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
--------------------
(1) Condensed Financial Information (See Part A):
Filed herewith.
(2) Independent Auditors' Report (See Part B): Filed herewith.
(3) Statement of Investments (See Part B): Filed herewith.
(4) Statement of Assets and Liabilities (See Part B): Filed
herewith.
(5) Statement of Operations (See Part B): Filed herewith.
(6) Statement of Changes in Net Assets (See Part B): Filed
herewith.
(7) Notes to Financial Statements (See Part B): Filed herewith.
(8) Independent Auditors' Consent: Filed herewith.
(b) Exhibits:
--------
(1) Amended Declaration of Trust dated February 1, 1990 - Filed
with Post-Effective Amendment No. 3, to the Registrant's
Registration Statement, 1/30/90, refiled herewith pursuant to
Item 102 of Regulation S-T, and incorporated herein by
reference.
(2) Amended By-Laws dated 6/26/90 - Filed with Post-Effective
Amendment No. 6 to the Registrant's Registration Statement,
10/29/91, refiled herewith pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.
(3) Not applicable.
(4) Specimen Share Certificate - Filed with Post-Effective
Amendment No. 6 to the Registrant's Registration Statement,
10/29/91, refiled herewith pursuant to Item 102 of Regulation
S-T, and incorporated herein by reference.
(5) Investment Advisory Agreement dated 10/22/90 - Filed with Post-
Effective Amendment No. 5 to Registrant's Registration
Statement, 10/29/90, refiled herewith pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(6) (a) General Distributor's Agreement between Registrant and
Centennial Asset Management Corporation dated 10/13/92 -
Filed with Post-Effective Amendment No. 8 to Registrant's
Registration Statement, 10/28/93, and incorporated herein
by reference.
(b) Form of Centennial Asset Management Corporation (formerly
Centennial Capital Corporation) Dealer Agreement Filed
with Post-Effective Amendment No. 6 to the Registration
Statement of Centennial Government Trust (Reg. No. 2-
75812), 8/26/84, and incorporated herein by reference.
(c) Sub-Distributor's Agreement dated May 28, 1993 between
Centennial Asset Management Corporation and Oppenheimer
Funds Distributor, Inc. - Filed with Post-Effective
Amendment No. 8 to Registrant's Registration Statement,
10/28/93, and incorporated herein by reference.
(7) Not applicable.
(8) Custodian Agreement dated December 22, 1988 - filed with Post-
Effective Amendment No. 6 to the Registrant's Registration
Statement, 10/29/91, and refiled herewith pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.
(9) Not applicable.
(10) Opinion and Consent of Counsel dated 9/22/87 - Filed with Pre-
Effective Amendment No. 1 to the Registrant's Registration
Statement, 11/28/88 and refiled herewith pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.
(11) Not applicable.
(12) Not applicable.
(13) Investment letter from Oppenheimer Management Corporation to
Registrant dated 12/5/88 - Filed with Pre-Effective Amendment
No. 1 to Registrant's Registration Statement, 11/28/88, and
refiled herewith pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.
(14) Not applicable.
(15) (a) Service Plan and Agreement under Rule 12b-1 between
Registrant and Centennial Asset Management Corporation,
dated as of 8/24/93 - Filed with Post-Effective Amendment
No. 8 to Registrant's Registration Statement, 10/28/93,
and incorporated herein by reference.
(16) Performance Data Computation Schedule - Filed herewith.
(17) Financial Data Schedule - Filed herewith.
-- Powers of Attorney - Filed with Post-Effective Amendment No.
8 to Registrant's Registration Statement, 10/29/93, and
incorporated herein by reference.
Item 25. Persons Controlled by and Under Common Control with Registrant
--------------------------------------------------------------
None
Item 26. Number of Holders of Securities
-------------------------------
Number of Record Holders
Title of Class as of September 30, 1994
-------------- ------------------------
Shares of Beneficial Interest 1,555
Item 27. Indemnification
---------------
Reference is made to the provisions of Article SEVENTH of
Registrant's Amended Declaration of Trust.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of Registrant pursuant to the foregoing provisions or
otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
ITEM 28. (a) Business and Other Connections of Investment Adviser
----------------------------------------------------
Centennial Asset Management Corporation is the investment
adviser and distributor of Registrant; it and certain subsidiaries and
affiliates act in the same capacity for other registered investment
companies as described in Parts A and B.
(b) Business and Other Connections of Officers and Directors
of Investment Adviser
---------------------------------------------------------
For information as to the business, profession, vocation or
employment of a substantial nature of each of the officers and directors
of such Investment Adviser, reference is made to Form ADV of Centennial
Asset Management Corporation, formerly Centennial Capital Corporation,
filed under the Investment Advisers Act of 1940, which is incorporated
herein by reference.
Item 29. Principal Underwriters
----------------------
(a) Centennial Asset Management Corporation is the Distributor
of the Registrant's shares. It is also the distributor
of the shares of each of the other open-end registered
investment companies of which it is the investment
adviser, as described in Parts A and B.
(b) The information contained in the registration on Form BD
of Centennial Asset Management Corporation, filed under
the Securities Exchange Act of 1934, is incorporated
herein by reference.
(c) Not applicable.
Item 30. Location of Accounts and Records
--------------------------------
The accounts, books and other documents required to be
maintained by Registrant pursuant to Section 31(a) of the Investment
Company Act of 1940 and rules promulgated thereunder are under the
possession of Centennial Asset Management Corporation, 3410 South Galena
Street, Denver, Colorado 80231.
Item 31. Management Services
-------------------
Not Applicable.
Item 32. Undertakings
------------
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Registrant undertakes to call a meeting of shareholders
for the purpose of voting upon the question of removing
a Trustee or Trustees when requested to do so by the
holders of at least 10% of the Registrant's outstanding
shares and in connection with such meeting to comply with
the provisions of Section 16(c) of the Investment Company
Act of 1940 relating to shareholder communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver and State
of Colorado on the 31st day of October, 1994.
CENTENNIAL NEW YORK TAX EXEMPT TRUST
/s/ James C. Swain
by: --------------------------
James C. Swain, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signatures Title Date
- ----------- ------- ------
/s/ James C. Swain Chairman of the Board October 31, 1994
- ---------------------- of Trustees, Trustee
James C. Swain and Principal Executive
Officer
/s/ Jon S. Fossel President and Trustee October 31, 1994
- ----------------------
Jon S. Fossel
/s/ George Bowen Treasurer and October 31, 1994
- ---------------------- Principal Financial
George Bowen and Accounting Officer
/s/ Robert G. Avis Trustee October 31, 1994
- ----------------------
Robert G. Avis
/s/ William A. Baker Trustee October 31, 1994
- ----------------------
William A. Baker
/s/ Charles Conrad, Jr. Trustee October 31, 1994
- ----------------------
Charles Conrad, Jr.
/s/ Raymond J. Kalinowski Trustee October 31, 1994
- ----------------------
Raymond J. Kalinowski
/s/ C. Howard Kast Trustee October 31, 1994
- ----------------------
C. Howard Kast
/s/ Robert M. Kirchner Trustee October 31, 1994
- ----------------------
Robert M. Kirchner
/s/ Ned M. Steel Trustee October 31, 1994
- ----------------------
Ned M. Steel
*By: /s/ Robert G. Zack
--------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
CENTENNIAL NEW YORK TAX EXEMPT TRUST
EXHIBIT INDEX
Exhibit Description
- ------- -----------
24(a)(8) Independent Auditors' Consent
24(b)(1) Amended Declaration of Trust dated 2/1/90
24(b)(2) Amended By-Laws dated 6/26/90
24(b)(4) Specimen Share Certificate
24(b)(5) Investment Advisory Agreement dated 10/22/90
24(b)(8) Custodian Agreement dated 12/22/88
24(b)(10) Opinion and Consent of Counsel dated 9/22/87
24(b)(13) Investment Letter dated 12/5/88
24(b)(16) Performance Data Computation Schedule
24(b)(17) Financial Data Schedule
Exhibit 24(a)(8)
INDEPENDENT AUDITORS' CONSENT
Centennial New York Tax Exempt Trust:
We hereby consent to the use in this Post-Effective Amendment No. 9 to
Registration Statement No. 33-23494 of our report dated July 22, 1994 on
the financial statements of Centennial New York Tax Exempt Trust appearing
in the Statement of Additional Information, which is a part of such
Registration Statement, and to the reference to us under the caption
"Financial Highlights" appearing in the Prospectus, which is also a part
of such Registration Statement.
/s/ Deloitte & Touche
DELOITTE & TOUCHE LLP
Denver, Colorado
October 28, 1994
PROSP\780CONS
Exhibit 24(b)(1)
AMENDED DECLARATION OF TRUST
OF
CENTENNIAL NEW YORK TAX EXEMPT TRUST
AMENDED DECLARATION OF TRUST, made February 1, 1990, by and among the
individuals executing this Amended Declaration of Trust as the Trustees.
WHEREAS, the Trustees established Oppenheimer New York Tax-Exempt
Cash Reserves, a Trust Fund under the laws of the Commonwealth of
Massachusetts, for the investment and reinvestment of funds contributed
thereto, under a Declaration of Trust dated July 26, 1988;
WHEREAS, the Trustees desire to amend said Declaration of Trust
without shareholder approval, as permitted under ARTICLE SEVENTH, to
change the Trust's name to Centennial New York Tax Exempt Trust;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under
this Declaration of Trust IN TRUST as herein set forth below.
FIRST: This Trust shall be known as CENTENNIAL NEW YORK TAX EXEMPT
TRUST.
SECOND: Whenever used herein, unless otherwise required by the
context or specifically provided:
1. All terms used in this Declaration of Trust which are defined
in the 1940 Act (defined below) shall have the meanings given to them in
the 1940 Act.
2. "Board" or "Board of Trustees" or the "Trustees" means the Board
of Trustees of the Trust.
3. "By-Laws" means the By-Laws of the Trust as amended from time
to time.
4. "Commission" means the Securities and Exchange Commission.
5. "Declaration of Trust" shall mean this Declaration of Trust as
amended or restated from time to time.
6. The "1940 Act" refers to the Investment Company Act of 1940 and
the
Rules and Regulations of the Commission thereunder, all as amended from
time to time.
7. "Series" refers to Series of Shares established and designated
under or in accordance with the provisions of Article FOURTH.
8. "Shareholder" means a record owner of Shares of the Trust.
9. "Shares" refers to the transferable units of interest into which
the beneficial interest in the Trust or any Series of the Trust
(as the context may require) shall be divided from time to time
and includes fractions of Shares as well as whole Shares.
10. The "Trust" refers to the Massachusetts business trust created
by this Declaration of Trust, as amended or restated from time
to time.
11. "Trustees" refers to the individual trustees in their capacity
as trustees hereunder of the Trust and their successor or successors for
the time being in office as such trustees.
THIRD: The purpose or purposes for which the Trust is formed and
the business or objects to be transacted, carried on and promoted by it
are as follows:
1. To hold, invest or reinvest its funds, and in connection
therewith to hold part or all of its funds in cash, and to
purchase or otherwise acquire, hold for investment or otherwise,
sell, sell short, assign, negotiate, transfer, exchange or
otherwise dispose of or turn to account or realize upon,
securities (which term "securities" shall for the purposes of
this Declaration of Trust, without limitation of the generality
thereof, be deemed to include any stocks, shares, bonds,
financial futures contracts, indexes, debentures, notes,
mortgages or other obligations, and any certificates, receipts,
warrants or other instruments representing rights to receive,
purchase or subscribe for the same, or evidencing or
representing any other rights or interests therein, or in any
property or assets) created or issued by any issuer (which term
"issuer" shall for the purposes of this Declaration of Trust,
without limitation of the generality thereof be deemed to
include any persons, firms, associations, corporations,
syndicates, combinations, organizations, governments, or
subdivisions thereof) and in financial instruments (whether they
are considered as securities or commodities); and to exercise,
as owner or holder of any securities or financial instruments,
all rights, powers and privileges in respect thereof; and to do
any and all acts and things for the preservation, protection,
improvement and enhancement in value of any or all such
securities or financial instruments.
2. To borrow money and pledge assets in connection with any of the
objects or purposes of the Trust, and to issue notes or other obligations
evidencing such borrowings, to the extent permitted by the 1940 Act and
by the Trust's fundamental investment policies under the 1940 Act.
3. To issue and sell its Shares in such Series and amounts and on
such terms and conditions, for such purposes and for such amount
or kind of consideration (including without limitation thereto,
securities) now or hereafter permitted by the laws of the
Commonwealth of Massachusetts and by this Declaration of Trust,
as the Trustees may determine.
4. To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel its Shares, or to classify or
reclassify any unissued Shares or any Shares previously issued
and reacquired of any Series into one or more series that may
have been established and designated from time to time, all
without the vote or consent of the Shareholders of the Trust,
in any manner and to the extent now or hereafter permitted by
this Declaration of Trust.
5. To conduct its business in all its branches at one or more
offices in New York, Colorado and elsewhere in any part of the
world, without restriction or limit as to extent.
6. To carry out all or any of the foregoing objects and purposes
as principal or agent, and alone or with associates or to the
extent now or hereafter permitted by the laws of Massachusetts,
as a member of, or as the owner or holder of any stock of, or
share of interest in, any issuer, and in connection therewith
or make or enter into such deeds or contracts with any issuers
and to do such acts and things and to exercise such powers, as
a natural person could lawfully make, enter into, do or
exercise.
7. To do any and all such further acts and things and to exercise
any and all such further powers as may be necessary, incidental,
relative, conducive, appropriate or desirable for the
accomplishment, carrying out or attainment of all or any of the
foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise
expressly provided, be in no way limited or restricted by reference to,
or inference from, the terms of any other clause of this or any other
Article of this Declaration of Trust, and shall each be regarded as
independent and construed as powers as well as objects and purposes, and
the enumeration of specific purposes, objects and powers shall not be
construed to limit or restrict in any manner the meaning of general terms
or the general powers of the Trust now or hereafter conferred by the laws
of the Commonwealth of Massachusetts nor shall the expression of one thing
be deemed to exclude another, though it be of a similar or dissimilar
nature, not expressed; provided, however, that the Trust shall not carry
on any business, or exercise any powers, in any state, territory, district
or country except to the extent that the same may lawfully be carried on
or exercised under the laws thereof.
FOURTH:
1. The beneficial interest in the Trust shall be divided into
Shares, all without par value, but the Trustees shall have the authority
from time to time to create one or more Series of Shares in addition to
the Series specifically established and designated in part 2 of this
Article FOURTH, as they deem necessary or desirable, to establish and
designate such Series, and to fix and determine the relative rights and
preferences as between the different Series of Shares as to right of
redemption and the price, terms and manner of redemption, special and
relative rights as to dividends and other distributions and on
liquidation, sinking or purchase fund provisions, conversion on
liquidation, conversion rights, and conditions under which the several
Series shall have individual voting rights or no voting rights. Except
as aforesaid, all Shares of the different Series shall be identical.
(a) The number of authorized Shares and the number of Shares
of each Series that may be issued is unlimited, and the Trustees may issue
Shares of any Series for such consideration and on such terms as they may
determine (or for no consideration if pursuant to a Share dividend or
split-up), all without action or approval of the Shareholders. All Shares
when so issued on the terms determined by the Trustees shall be fully paid
and non-assessable. The Trustees may classify or reclassify any unissued
Shares or any Shares previously issued and reacquired of any Series into
one or more Series that may be established and designated from time to
time. The Trustees may hold as treasury Shares (of the same or some other
Series), reissue for such consideration and on such terms as they may
determine, or cancel, at their discretion from time to time, any Shares
of any Series reacquired by the Trust.
(b) The establishment and designation of any Series of Shares
in addition to that established and designated in part 2 of this Article
FOURTH shall be effective upon the execution by a majority of the Trustees
of an instrument setting forth such establishment and designation and the
relative rights and preferences of such Series, or as otherwise provided
in such instrument. At any time that there are no Shares outstanding of
any particular Series previously established and designated, the Trustees
may by an instrument executed by a majority of their number abolish that
Series and the establishment and designation thereof. Each instrument
referred to in this paragraph shall be an amendment to this Declaration
of Trust, and the Trustees may make any such amendment without shareholder
approval.
(c) Any Trustee, officer or other agent of the Trust, and any
organization in which any such person is interested may acquire, own, hold
and dispose of Shares of any Series of the Trust to the same extent as if
such person were not a Trustee, officer or other agent of the Trust; and
the Trust may issue and sell or cause to be issued and sold and may
purchase Shares of any Series from any such person or any such
organization subject only to the general limitations, restrictions or
other provisions applicable to the sale or purchase of Shares of such
Series generally.
2. Without limiting the authority of the Trustees set forth in part
1 of this Article FOURTH to establish and designate any further Series,
the Trustees hereby establish one Series of Shares having the same name
as the Trust. The Shares of that Series and any Shares of any further
Series that may from time to time be established and designated by the
Trustees shall (unless the Trustees otherwise determine with respect to
some further Series at the time of establishing and designating the same)
have the following relative rights and preferences:
(a) Assets Belonging to Series. All consideration received by
the Trust for the issue or sale of Shares of a particular Series, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series for
all purposes, subject only to the rights of creditors, and shall be so
recorded upon the books of account of the Trust. Such consideration,
assets, income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of such proceeds,
in whatever form the same may be, together with any General Items
allocated to that Series as provided in the following sentence, are
herein referred to as "assets belonging to" that Series. In the event
that there are any assets, income, earnings, profits, and proceeds
thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series (collectively "General Items"), the
Trustees shall allocate such General Items to and among any one or more
of the Series established and designated from time to time in such manner
and on such basis as they, in their sole discretion, deem fair and
equitable; and any General Items so allocated to a particular Series shall
belong to that Series. Each such allocation by the Trustees shall be
conclusive and binding upon the shareholders of all Series for all
purposes.
(b) Liabilities Belonging to Series. The assets belonging to
each particular Series shall be charged with the liabilities of the Trust
in respect of that Series and all expenses, costs, charges and reserves
attributable to that Series, and any general liabilities, expenses, costs,
charges or reserves of the Trust which are not readily identifiable as
belonging to any particular Series shall be allocated and charged by the
Trustees to and among any one or more of the Series established and
designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges and reserves allocated and so
charged to a Series are herein referred to as "liabilities belonging to"
that Series. Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the holders
of all Series for all purposes.
(c) Dividends. Dividends and distributions on Shares of a
particular Series may be paid to the holders of Shares of that Series,
with such frequency as the Trustees may determine, which may be daily or
otherwise pursuant to a standing resolution or resolutions adopted only
once or with such frequency as the Trustees may determine, from such of
the income, and surplus capital gains accrued or realized, from the assets
belonging to that Series, as the Trustees may determine, after providing
for actual and accrued liabilities belonging to that Series. All
dividends and distributions on Shares of a particular Series shall be
distributed pro rata to the holders of that Series in proportion to the
number of Shares of that Series held by such holders at the date and time
of record established for the payment of such dividends or distributions,
except that in connection with any dividend or distribution program or
procedure the Trustees may determine that no dividend or distribution
shall be payable on Shares as to which the Shareholder's purchase order
and/or payment have not been received by the time or times established by
the Trustees under such program or procedure. Such dividends and
distributions may be made in cash or Shares or a combination thereof as
determined by the Trustees or pursuant to any program that the Trustees
may have in effect at the time for the election by each Shareholder of the
mode of the making of such dividend or distribution to that Shareholder.
Any such dividend or distribution paid in Shares will be paid at the net
asset value thereof as determined in accordance with paragraph 13 of
Article SEVENTH.
(d) Liquidation. In the event of the liquidation or
dissolution of the Trust, the Shareholders of each Series that has been
established and designated shall be entitled to receive, as a Series, when
and as declared by the Trustees, the excess of the assets belonging to
that Series over the liabilities belonging to that Series. The assets so
distributable to the Shareholders of any particular Series shall be
distributed among such Shareholders in proportion to the number of Shares
of that Series held by them and recorded on the books of the Trust.
(e) Transfer. All Shares of each particular Series shall be
transferable, but transfers of Shares of a particular Series will be
recorded on the Share transfer records of the Trust applicable to that
Series only at such times as Shareholders shall have the right to require
the Trust to redeem Shares of that Series and at such other times as may
be permitted by the Trustees.
(f) Equality. All Shares of each particular Series shall
represent an equal proportionate interest in the assets belonging to that
Series (subject to the liabilities belonging to that Series), and each
Share of any particular Series shall be equal to each other Share of that
Series; but the provisions of this sentence shall not restrict any
distinctions permissible under subsection (c) of part 2 of this Article
FOURTH that may exist with respect to dividends and distributions on
Shares of the same Series. The Trustees may from time to time divide or
combine the Shares of any particular Series into a greater or lesser
number of Shares of that Series without thereby changing the proportionate
beneficial interest in the assets belonging to that Series or in any way
affecting the rights of Shares of any other Series.
(g) Fractions. Any fractional Share of any Series, if any such
fractional Share is outstanding, shall carry proportionately all the
rights and obligations of a whole Share of that Series, including those
rights and obligations with respect to voting, receipt of dividends and
distributions, redemption of Shares, and liquidation of the Trust.
(h) Conversion Rights. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to
provide that holders of Shares of any Series shall have the right to
exchange said Shares into Shares of one or more other Series of Shares in
accordance with such requirements and procedures as may be established by
the Trustees.
(i) Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent for
the Trust, which books shall be maintained separately for the Shares of
each Series that has been established and designated. No certification
certifying the ownership of Shares need be issued except as the Trustees
may otherwise determine from time to time. The Trustees may make such
rules as they consider appropriate for the issuance of Shares
certificates, the use of facsimile signatures, the transfer of Shares and
similar matters. The record books of the Trust as kept by the Trust or
any transfer or similar agent, as the case may be, shall be conclusive as
to who are the Shareholders and as to the number of Shares of each Series
held from time to time by each such Shareholder.
(j) Investments in the Trust. The Trustees may accept
investments in the Trust from such persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as
they from time to time authorize. The Trustees may authorize any
distributor, principal underwriter, custodian, transfer agent or other
person to accept orders for the purchase or sale of Shares that conform
to such authorized terms and to reject any purchase or sale orders for
Shares whether or not conforming to such authorized terms.
FIFTH: The following provisions are hereby adopted with respect
to voting Shares of the Trust and certain other rights:
1. The Shareholders shall have the power to vote (a) for the
election of Trustees when that issue is submitted to them, (b) with
respect to the amendment of this Declaration of Trust except where
the Trustees are given authority to amend the Declaration of Trust
without shareholder approval, (c) to the same extent as the
shareholders of a Massachusetts business corporation, as to whether
or not a court action, proceeding or claim should be brought or
maintained derivatively or as a class action on behalf of the Trust
or the Shareholders, and (d) with respect to those matters relating
to the Trust as may be required by the 1940 Act or required by law,
by this Declaration of Trust, or the By-Laws of the Trust or any
registration statement of the Trust filed with the Commission or any
State, or as the Trustees may consider desirable.
2. The Trust will not hold shareholder meetings unless required by
the 1940 Act, the provisions of this Declaration of Trust, or any
other applicable law. The Trustees may call a meeting of
shareholders.
3. At all meetings of Shareholders, each Shareholder shall be
entitled to one vote on each matter submitted to a vote of the
Shareholders of the affected Series for each Share standing in his
name on the books of the Trust on the date, fixed in accordance with
the By-Laws, for determination of Shareholders of the affected Series
entitled to vote at such meeting (except, if the Board so determines,
for Shares redeemed prior to the meeting), and each such Series shall
vote as an individual class ("Individual Class Voting"); a Series
shall be deemed to be affected when a vote of the holders of that
Series on a matter is required by the 1940 Act; provided, however,
that as to any matter with respect to which a vote of Shareholders
is required by the 1940 Act or by any applicable law that must be
complied with, such requirements as to a vote by Shareholders shall
apply in lieu of Individual Class Voting as described above. Any
fractional Share shall carry proportionately all the rights of a
whole Share, including the right to vote and the right to receive
dividends. The presence in person or by proxy of the holders of one-
third of the Shares, or of the Shares of any Series, outstanding and
entitled to vote thereat shall constitute a quorum at any meeting of
the Shareholders or of that Series, respectively; provided however,
that if any action to be taken by the Shareholders or by a Series at
a meeting requires an affirmative vote of a majority, or more than
a majority, of the shares outstanding and entitled to vote, then in
such event the presence in person or by proxy of the holders of a
majority of the shares outstanding and entitled to vote at such a
meeting shall constitute a quorum for all purposes. At a meeting at
which is a quorum is present, a vote of a majority of the quorum
shall be sufficient to transact all business at the meeting. If at
any meeting of the Shareholders there shall be less than a quorum
present, the Shareholders or the Trustees present at such meeting
may, without further notice, adjourn the same from time to time until
a quorum shall attend, but no business shall be transacted at any
such adjourned meeting except such as might have been lawfully
transacted had the meeting not been adjourned.
4. Each Shareholder, upon request to the Trust in proper form
determined by the Trust, shall be entitled to require the Trust to redeem
from the net assets of that Series all or part of the Shares of such
Series standing in the name of such Shareholder. The method of computing
such net asset value, the time at which such net asset value shall be
computed and the time within which the Trust shall make payment therefor,
shall be determined as hereinafter provided in Article SEVENTH of this
Declaration of Trust. Notwithstanding the foregoing, the Trustees, when
permitted or required to do so by the 1940 Act, may suspend the right of
the Shareholders to require the Trust to redeem Shares.
5. No Shareholder shall, as such holder, have any right to purchase
or subscribe for any security of the Trust which it may issue
or sell, other than such right, if any, as the Trustees, in
their discretion, may determine.
6. All persons who shall acquire Shares shall acquire the same
subject to the provisions of the Declaration of Trust.
7. Cumulative voting for the election of Trustees shall not be
allowed.
SIXTH:
1. The persons who shall act as initial Trustees until the first
meeting or until their successors are duly chosen and qualify are the
initial trustees executing this Declaration of Trust or any counterpart
thereof. However, the By-Laws of the Trust may fix the number of Trustees
at a number greater or lesser than the number of initial Trustees and may
authorize the Trustees to increase or decrease the number of Trustees, to
fill any vacancies on the Board which may occur for any reason including
any vacancies created by any such increase in the number of Trustees, to
set and alter the terms of office of the Trustees and to lengthen or
lessen their own terms of office or make their terms of office of
indefinite duration, all subject to the 1940 Act. Unless otherwise
provided by the By-Laws of the Trust, the Trustees need not be
Shareholders.
2. A Trustee at any time may be removed either with or without
cause by resolution duly adopted by the affirmative vote of the holders
of two-thirds of the outstanding Shares, present in person or by proxy at
any meeting of Shareholders called for such purpose; such a meeting shall
be called by the Trustees when requested in writing to do so by the record
holders of not less than ten per centum of the outstanding Shares. A
Trustee may also be removed by the Board of Trustees as provided in the
By-Laws of the Trust.
3. The Trustees shall make available a list of names and addresses
of all Shareholders as recorded on the books of the Trust, upon receipt
of the request in writing signed by not less than ten Shareholders (who
have been shareholders for at least six months) holding in the aggregate
shares of the Trust valued at not less than $25,000 at current offering
price (as defined in the Trust's Prospectus and/or Statement of Additional
Information) or holding not less than 1% in amount of the entire amount
of Shares issued and outstanding; such request must state that such
Shareholders wish to communicate with other shareholders with a view to
obtaining signatures to a request for a meeting to take action pursuant
to part 2 of this Article SIXTH and accompanied by a form of communication
to the Shareholders. The Trustees may, in their discretion, satisfy their
obligation under this part 3 by either making available the Shareholder
list to such Shareholders at the principal offices of the Trust, or at the
offices of the Trust's transfer agent, during regular business hours, or
by mailing a copy of such communication and form of request, at the
expense of such requesting Shareholders, to all other Shareholders, and
the Trustees may also take such other action as may be permitted under
Section 16(c) of the 1940 Act.
4. The Trust may at any time or from time to time apply to the
Commission for one or more exemptions from all or part of said Section
16(c) and, if an exemptive order or orders are issued by the Commission,
such order or orders shall be deemed part of Section 16(c) for the
purposes of parts 2 and 3 of this Article SIXTH.
SEVENTH: The following provisions are hereby adopted for the purpose
of defining, limiting and regulating the powers of the Trust, the Trustees
and the Shareholders.
1. As soon as any Trustee is duly elected by the Shareholders or
the Trustees and shall have accepted this trust, the Trust estate shall
vest in the new Trustee or Trustees, together with the continuing
Trustees, without any further act or conveyance, and he shall be deemed
a Trustee hereunder.
2. The death, declination, resignation, retirement, removal, or
incapacity of the Trustees, or any one of them shall not operate to annul
or terminate the Trust but the Trust shall continue in full force and
effect pursuant to the terms of this Declaration of Trust.
3. The assets of the Trust shall be held separate and apart from
any assets now or hereafter held in any capacity other than as Trustee
hereunder by the Trustees or any successor Trustees. All of the assets
of the Trust shall at all times be considered as vested in the Trustees.
No Shareholder shall have, as such holder of beneficial interest in the
Trust, any authority, power or right whatsoever to transact business for
or on behalf of the Trust, or on behalf of the Trustees, in connection
with the property or assets of the Trust, or in any part thereof.
4. The Trustees in all instances shall act as principals, and are
and shall be free from the control of the Shareholders. The Trustees
shall have full power and authority to do any and all acts and to make and
execute, and to authorize the officers and agents of the Trust to make and
execute, any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust.
The Trustees shall not in any way be bound or limited by present or future
laws or customs in regard to Trust investments, but shall have full
authority and power to make any and all investments which they, in their
uncontrolled discretion, shall deem proper to accomplish the purpose of
this Trust. Subject to any applicable limitation in this Declaration of
Trust or by the By-Laws of the Trust, the Trustees shall have power and
authority:
(a) to adopt By-Laws not inconsistent with this Declaration of
Trust providing for the conduct of the business of the Trust and to
amend and repeal them to the extent that they do not reserve that
right to the Shareholders;
(b) to elect and remove such officers and appoint and terminate
such officers as they consider appropriate with or without cause, and
to appoint and designate from among the Trustees such committees as
the Trustees may determine, and to terminate any such committee and
remove any member of such committee;
(c) to employ a bank or trust company as custodian of any
assets of the Trust subject to any conditions set forth in this
Declaration of Trust or in the By-Laws;
(d) To retain a transfer agent and shareholder servicing agent,
or both;
(e) To provide for the distribution of Shares either through
a principal underwriter or the Trust itself or both;
(f) To set record dates in the manner provided for in the By-
Laws of the Trust;
(g) to delegate such authority as they consider desirable to
any officers of the Trust and to any agent, custodian or underwriter;
(h) to vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property held
in Trust hereunder; and to execute and deliver powers of attorney to
such person or persons as the Trustees shall deem proper, granting
to such person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(i) to exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities held in
trust hereunder;
(j) to hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form,
or either in its own name or in the name of a custodian or a nominee
or nominees, subject in either case to proper safeguards according
to the usual practice of Massachusetts business trusts or investment
companies;
(k) to consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
concern, any security of which is held in the Trust; to consent to
any contract, lease, mortgage, purchase, or sale of property by such
corporation or concern, and to pay calls or subscriptions with
respect to any security held in the Trust;
(l) to compromise, arbitrate, or otherwise adjust claims in
favor of or against the Trust or any matter in controversy including,
but not limited to, claims for taxes;
(m) to make, in the manner provided in the By-Laws,
distributions of income and of capital gains to Shareholders;
(n) to borrow money to the extent and in the manner permitted
by the 1940 Act and the Trust's fundamental policy thereunder as to
borrowing;
(o) to enter into investment advisory or management contracts,
subject to the 1940 Act, with any one or more corporations, partnerships,
trusts, associations or other persons;
(p) to change the name of the Trust or any Series of the Trust
as they consider appropriate without prior shareholder approval;
(q) to establish Trustees' fees or compensation and fees or
compensation for committees of the Trustees to be paid by the Trust or
each Series thereof in such manner and amount as the Trustees may
determine.
5. No one dealing with the Trustees shall be under any obligation
to make any inquiry concerning the authority of the Trustees, or to
see to the application of any payments made or property transferred
to the Trustees or upon their order.
6. (a) The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at
any time personally agree to pay by way of subscription to any Shares or
otherwise. There is hereby expressly disclaimed shareholder liability for
the acts and obligations of the Trust. Every note, bond, contract or other
undertaking issued by or on behalf of the Trust or the Trustees relating
to the Trust shall include a notice and provision limiting the obligation
represented thereby to the Trust and its assets (but the omission of such
notice and provision shall not operate to impose any liability or
obligation on any Shareholder).
(b) Whenever this Declaration of Trust calls for or permits any
action to be taken by the Trustees hereunder, such action shall mean that
taken by the Board of Trustees by vote of the majority of a quorum of
Trustees as set forth from time to time in the By-Laws of the Trust or as
required by the 1940 Act.
(c) The Trustees shall possess and exercise any and all such
additional powers as are reasonably implied from the powers herein
contained such as may be necessary or convenient in the conduct of any
business or enterprise of the Trust, to do and perform anything necessary,
suitable, or proper for the accomplishment of any of the purposes, or the
attainment of any one or more of the objects, herein enumerated, or which
shall at any time appear conducive to or expedient for the protection or
benefit of the Trust, and to do and perform all other acts and things
necessary or incidental to the purposes herein before set forth, or that
may be deemed necessary by the Trustees.
(d) The Trustees shall have the power, to the extent not
inconsistent with the 1940 Act, to determine conclusively whether any
moneys, securities, or other properties of the Trust are, for the purposes
of this Trust, to be considered as capital or income and in what manner
any expenses or disbursements are to be borne as between capital and
income whether or not in the absence of this provision such moneys,
securities, or other properties would be regarded as capital or income and
whether or not in the absence of this provision such expenses or
disbursements ordinarily be charged to capital or to income.
7. The By-Laws of the Trust may divide the Trustees into classes
and prescribe the tenure of office of the several classes, but no class
shall be elected for a period shorter than that from the time of the
election following the division into classes until the next meeting and
thereafter for a period shorter than the interval between meetings or for
a period longer than five years, and the term of office of at least one
class shall expire each year.
8. The Shareholders shall have the right to inspect the records,
documents, accounts and books of the Trust, subject to reasonable
regulations of the Trustees, not contrary to Massachusetts law, as to
whether and to what extent, and at what times and places, and under what
conditions and regulations, such right shall be exercised.
9. Any officer elected or appointed by the Trustees or by the
Shareholders or otherwise, may be removed at any time, with or without
cause, in such lawful manner as may be provided in the By-Laws of the
Trust.
10. The Trustees shall have power to hold their meetings, to have
an office or offices and, subject to the provisions of the laws of
Massachusetts, to keep the books of the Trust outside of said Commonwealth
at such places as may from time to time be designated by them. Action may
be taken by the Trustees without a meeting by unanimous written consent
or by telephone or similar method of communication.
11. Securities held by the Trust shall be voted in person or by
proxy by the President or a Vice-President, or such officer or officers
of the Trust as the Trustees shall designate for the purpose, or by a
proxy or proxies thereunto duly authorized by the Trustees, except as
otherwise ordered by vote of the holders of a majority of the Shares
outstanding and entitled to vote in respect thereto.
12. (a) Subject to the provisions of the 1940 Act, any Trustee,
officer or employee, individually, or any partnership of which any
Trustee, officer or employee may be a member, or any corporation or
association of which any Trustee, officer or employee may be an officer,
partner, director, trustee, employee or stockholder, or otherwise may have
an interest, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Trust, and in the
absence of fraud no contract or other transaction shall be hereby affected
or invalidated; provided that in such case a Trustee, officer or employee
or a partnership, corporation or association of which a Trustee, officer
or employee is a member, officer, director, trustee, employee or
stockholder is so interested, such fact shall be disclosed or shall have
been known to the Trustees including those Trustees who are not so
interested and who are neither "interested" nor "affiliated" persons as
those terms are defined in the 1940 Act, or a majority thereof; and any
Trustee who is so interested, or who is also a director, officer, partner,
trustee, employee or stockholder of such other corporation or a member of
such partnership or association which is so interested, may be counted in
determining the existence of a quorum at any meeting of the Trustees which
shall authorize any such contract or transaction, and may vote thereat to
authorize any such contract or or transaction, with like force and effect
as if he were not so interested.
(b) Specifically, but without limitation of the foregoing, the
Trust may enter into a management or investment advisory contract or
underwriting contract and other contracts with, and may otherwise do
business with any manager or investment adviser for the Trust and/or
principal underwriter of the Shares of the Trust or any subsidiary or
affiliate of any such manager or investment adviser and/or principal
underwriter and may permit any such firm or corporation to enter into any
contracts or other arrangements with any other firm or corporation
relating to the Trust notwithstanding that the Trustee of the Trust may
be composed in part of partners, directors, officers or employees of any
such firm or corporation, and officers of the Trust may have been or may
be or become partners, directors, officers or employees of any such firm
or corporation, and in the absence of fraud the Trust and any such firm
or corporation may deal freely with each other, and no such contract or
transaction between the Trust and any such firm or corporation shall be
invalidated or in any way affected thereby, nor shall any Trustee or
officer of the Trust be liable to the Trust or to any Shareholder or
creditor thereof or to any other person for any loss incurred by it or him
solely because of the existence of any such contract or transaction;
provided that nothing herein shall protect any director or officer of the
Trust against any liability to the trust or to its security holders to
which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office.
(c) As used in this paragraph the following terms shall have
the meanings set forth below:
(i) the term "indemnitee" shall mean any present or former
Trustee, officer or employee of the Trust, any present or former Trustee,
partner, Director or officer of another trust, partnership, corporation
or association whose securities are or were owned by the Trust or of which
the Trust is or was a creditor and who served or serves in such capacity
at the request of the Trust, and the heirs, executors, administrators,
successors and assigns of any of the foregoing; however, whenever conduct
by an indemnitee is referred to, the conduct shall be that of the original
indemnitee rather than that of the heir, executor, administrator,
successor or assignee;
(ii) the term "covered proceeding" shall mean any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which an indemnitee
is or was a party or is threatened to be made a party by reason of the
fact or facts under which he or it is an indemnitee as defined above;
(iii) the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office in question;
(iv) the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by an indemnitee in connection
with a covered proceeding; and
(v) the term "adjudication of liability" shall mean, as
to any covered proceeding and as to any indemnitee, an adverse
determination as to the indemnitee whether by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent.
(d) The Trust shall not indemnify any indemnitee for any
covered expenses in any covered proceeding if there has been an
adjudication of liability against such indemnitee expressly based on a
finding of disabling conduct.
(e) Except as set forth in paragraph (d) above, the Trust shall
indemnify any indemnitee for covered expenses in any covered proceeding,
whether or not there is an adjudication of liability as to such
indemnitee, such indemnification by the Trust to be to the fullest extent
now or hereafter permitted by any applicable law unless the By-laws limit
or restrict the indemnification to which any indemnitee may be entitled.
The Board of Trustees may adopt bylaw provisions to implement sub-
paragraphs (c), (d) and (e) hereof.
(f) Nothing herein shall be deemed to affect the right of the
Trust and/or any indemnitee to acquire and pay for any insurance covering
any or all indemnitees to the extent permitted by applicable law or to
affect any other indemnification rights to which any indemnitee may be
entitled to the extent permitted by applicable law. Such rights to
indemnification shall not, except as otherwise provided by law, be deemed
exclusive of any other rights to which such indemnitee may be entitled
under any statute, By-Law, contract or otherwise.
13. For purposes of the computation of net asset value, as in this
Declaration of Trust referred to, the following rules shall apply:
(a) The net asset value per Share of any Series, as of the time
of valuation on any day, shall be the quotient obtained by dividing the
value, as at such time, of the net assets of that Series (i.e., the value
of the assets of that Series less its liabilities exclusive of its
surplus) by the total number of Shares of that Series outstanding at such
time. The assets and liabilities of any Series shall be determined in
accordance with generally accepted accounting principles; provided,
however, that in determining the liabilities of any Series there shall be
included such reserves as may be authorized or approved by the Trustees,
and provided further that in connection with the accrual of any fee or
refund payable to or by an investment adviser of the Trust for such
Series, the amount of which accrual is not definitely determinable as of
any time at which the net asset value of each Share of that Series is
being determined due to the contingent nature of such fee or refund, the
Trustees are authorized to establish from time to time formulae for such
accrual, on the basis of the contingencies in question to the date of such
determination, or on such other basis as the Trustees may establish.
(i) Shares of a Series to be issued shall be deemed to be
outstanding as of the time of the determination of the net asset value per
Share applicable to such issuance and the net price thereof shall be
deemed to be an asset of that Series;
(ii) Shares of a Series to be redeemed by the Trust shall
be deemed to be outstanding until the time of the determination of the net
asset value applicable to such redemption and thereupon and until paid the
redemption price thereof shall be deemed to be a liability of that Series;
and
(iii) Shares of a Series voluntarily purchased or contracted
to be purchased by the Trust pursuant to the provisions of paragraph 4 of
Article FIFTH shall be deemed to be outstanding until whichever is the
later of (i) the time of the making of such purchase or contract of
purchase, and (ii) the time of which the purchase price is determined, and
thereupon and until paid, the purchase price thereof shall be deemed to
be a liability of that Series.
(b) The Trustees are empowered, in their absolute discretion,
to establish bases or times, or both, for determining the net asset value
per Share of any Series in accordance with the 1940 Act and to authorize
the voluntary purchase by any Series, either directly or through an agent,
of Shares of any Series upon such terms and conditions and for such
consideration as the Trustees shall deem advisable in accordance with the
1940 Act.
14. Payment of the net asset value per Share of any Series properly
surrendered to it for redemption shall be made by the Trust within seven
days, or as specified in any applicable law or regulation, after tender
of such stock or request for redemption to the Trust for such purpose plus
any period of time during which the right of the holders of the shares of
that Series to require the Trust to redeem such shares has been suspended.
Any such payment may be made in portfolio securities of that Series and/or
in cash, as the Trustees shall deem advisable, and no Shareholder shall
have a right, other than as determined by the Trustees, to have his Shares
redeemed in kind.
15. The Trust shall have the right, at any time and without prior
notice to the Shareholder, to redeem Shares of the Series held by such
Shareholder held in any account registered in the name of such Shareholder
for its current net asset value, if and to the extent that such redemption
is necessary to reimburse either that Series of the Trust or the
distributor (i.e., principal underwriter) of the Shares for any loss
either has sustained by reason of the failure of such Shareholder to make
timely and good payment for Shares purchased or subscribed for by such
Shareholder, regardless of whether such Shareholder was a Shareholder at
the time of such purchase or subscription; subject to and upon such terms
and conditions as the Trustees may from time to time prescribe.
EIGHTH: The name "Centennial" included in the name of the Trust and
of any Series shall be used pursuant to a royalty-free, non-exclusive
license from Centennial Asset Management Corporation, incidental to and
as part of an advisory, management or supervisory contract which may be
entered into by the Trust with Centennial Asset Management Corporation.
Such license shall allow Centennial Asset Management Corporation to
inspect and control the nature and quality of services offered by the
Trust under such name. The license may be terminated by Centennial Asset
Management Corporation upon termination of such advisory management or
supervisory contract or without cause upon 60 days' written notice, in
which case neither the Trust nor any Series shall have any further right
to use the name "Centennial" in its name or otherwise and the Trust, the
Shareholders and its officers and Trustees shall promptly take whatever
action may be necessary to change its name accordingly.
NINTH:
1. In case any Shareholder or former Shareholder shall be held to
be personally liable solely by reason of his being or having been a
Shareholder and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or the Shareholders, heirs,
executors, administrators or other legal representatives or in the case
of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the Trust estate to be held harmless
from and indemnified against all loss and expense arising from such
liability. The Trust shall, upon request by the Shareholder, assume the
defense of any such claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.
2. It is hereby expressly declared that a trust and not a
partnership is created hereby. No individual Trustee hereunder shall have
any power to bind the Trust, the Trust's officers or any Shareholder. All
persons extending credit to, doing business with, contracting with or
having or asserting any claim against the Trust or the Trustees shall look
only to the assets of the Trust for payment under any such credit,
transaction, contract or claim; and neither the Shareholders nor the
Trustees, nor any of their agents, whether past, present or future, shall
be personally liable therefor; notice of such disclaimer shall be given
in each agreement, obligation or instrument entered into or executed by
the Trust or the Trustees. Nothing in this Declaration of Trust shall
protect a Trustee against any liability to which such Trustee would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
the office of Trustee hereunder.
3. The exercise by the Trustees of their powers and discretion
hereunder in good faith and with reasonable care under the circumstances
then prevailing, shall be binding upon everyone interested. Subject to
the provisions of paragraph 2 of this Article NINTH, the Trustees shall
not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the
meaning and operations of this Declaration of Trust, applicable laws,
contracts, obligations, transactions or any other business the Trust may
enter into, and subject to the provisions of paragraph 2 of this Article
NINTH, shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice. The Trustees shall
not be required to give any bond as such, nor any surety if a bond is
required.
4. This Trust shall continue without limitation of time but subject
to the provisions of sub-sections (a), (b), (c) and (d) of this paragraph
4.
(a) The Trustees, with the favorable vote of the holders of a
majority of the outstanding voting securities, as defined in the 1940 Act,
of any one or more Series entitled to vote, may sell and convey the assets
of that Series (which sale may be subject to the retention of assets for
the payment of liabilities and expenses) to another issuer for a
consideration which may be or include securities of such issuer. Upon
making provision for the payment of liabilities, by assumption by such
issuer or otherwise, the Trustees shall distribute the remaining proceeds
ratably among the holders of the outstanding Shares of the Series the
assets of which have been so transferred.
(b) The Trustees, with the favorable vote of the holders of
a majority of the outstanding voting securities, as defined in the 1940
Act, of any one or more Series entitled to vote, may at any time sell and
convert into money all the assets of that Series. Upon making provisions
for the payment of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of that Series, the Trustees shall
distribute the remaining assets of that Series ratably among the holders
of the outstanding Shares of that Series.
(c) The Trustees, with the favorable vote of the holders of a
majority of the outstanding voting securities, as defined in the 1940 Act,
of any one or more Series entitled to vote, may otherwise alter, convert
or transfer the assets of that Series or those Series.
(d) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in sub-sections (a) and (b),
and in subsection (c) where applicable, the Series the assets of which
have been so transferred shall terminate, and if all the assets of the
Trust have been so transferred, the Trust shall terminate and the Trustees
shall be discharged of any and all further liabilities and duties
hereunder and the right, title and interest of all parties shall be
cancelled and discharged.
5. The original or a copy of this instrument and of each restated
declaration of trust or instrument supplemental hereto shall be kept at
the office of the Trust where it may be inspected by any Shareholder. A
copy of this instrument and of each supplemental or restated declaration
of trust shall be filed with the Secretary of the Commonwealth of
Massachusetts, as well as any other governmental office where such filing
may from time to time be required. Anyone dealing with the Trust may rely
on a certificate by an officer of the Trust as to whether or not any such
supplemental or restated declarations of trust have been made and as to
any matters in connection with the Trust hereunder, and, with the same
effect as if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any such
supplemental or restated declaration of trust. In this instrument or in
any such supplemental or restated declaration of trust, references to this
instrument, and all expressions like "herein", "hereof" and "hereunder"
shall be deemed to refer to this instrument as amended or affected by any
such supplemental or restated declaration of trust. This instrument may
be executed in any number of counterparts, each of which shall be deemed
as original.
6. The Trust set forth in this instrument is created under and is
to be governed by and construed and administered according to the laws of
the Commonwealth of Massachusetts. The Trust shall be of the type
commonly called a Massachusetts business trust, and without limiting the
provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust.
7. The Board of Trustees is empowered to cause the redemption of
the Shares held in any account if the aggregate net asset value of such
Shares (taken at cost or value, as determined by the Board) has been
reduced to $200 or less upon such notice to the shareholder in question,
with such permission to increase the investment in question and upon such
other terms and conditions as may be fixed by the Board of Trustees in
accordance with the 1940 Act.
8. In the event that any person advances the organizational
expenses of the Trust, such advances shall become an obligation of the
Trust subject to such terms and conditions as may be fixed by, and on a
date fixed by, or determined with criteria fixed by the Board of Trustees,
to be amortized over a period or periods to be fixed by the Board.
9. Whenever any action is taken under this Declaration of Trust
including action which is required or permitted by the 1940 Act or any
other applicable law, such action shall be deemed to have been properly
taken if such action is in accordance with the construction of the 1940
Act or such other applicable law then in effect as expressed in "no
action" letters of the staff of the Commission or any release, rule,
regulation or order under the 1940 Act or any decision of a court of
competent jurisdiction, notwithstanding that any of the foregoing shall
later be found to be invalid or otherwise reversed or modified by any of
the foregoing.
10. Any action which may be taken by the Board of Trustees under
this Declaration of Trust or its By-Laws may be taken by the description
thereof in the then effective prospectus and/or statement of additional
information relating to the Shares under the Securities Act of 1933 or in
any proxy statement of the Trust rather than by formal resolution of the
Board.
11. Whenever under this Declaration of Trust, the Board of Trustees
is permitted or required to place a value on assets of the Trust, such
action may be delegated by the Board, and/or determined in accordance with
a formula determined by the Board, to the extent permitted by the 1940
Act.
12. If authorized by vote of the Trustees and the favorable vote of
the holders of a majority of the outstanding voting securities, as defined
in the 1940 Act, entitled to vote, or by any larger vote which may be
required by applicable law in any particular case, the Trustees shall
amend or otherwise supplement this instrument, by making a Restated
Declaration of Trust or a Declaration of Trust supplemental hereto, which
thereafter shall form a part hereof; any such Supplemental or Restated
Declaration of Trust may be executed by and on behalf of the Trust and the
Trustees by an officer or officers of the Trust.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument as
of the 1st day of February, 1990.
/s/ W.A. Baker /s/ Charles Conrad, Jr.
- -------------------------- ------------------------------
William A. Baker, Trustee Charles Conrad, Jr., Trustee
197 Desert Lakes Drive 921 Delvin Drive
Palm Springs, CA 92264 St. Louis, MO 63145
/s/ C. Howard Kast /s/ Robert M. Kirchner
- -------------------------- -------------------------------
C. Howard Kast, Trustee Robert M. Kirchner, Trustee
2552 East Alameda 2800 S. University Boulevard
Denver, CO 80209 Denver, CO 80210
/s/ Ned M. Steel /s/ James C. Swain
- -------------------------- --------------------------------
Ned M. Steel, Trustee James C. Swain, Trustee
3236 S. Steele Street 14115 W. 59th Place
Denver, CO 80210 Arvada, CA 80004
/s/ Joseph A. Uhl
- --------------------------
Joseph A. Uhl, Trustee
20 Crestmoor Drive
Denver, CO 80220
ORGZN\7802
Exhibit 24(b)(2)
CENTENNIAL NEW YORK TAX EXEMPT TRUST
BY-LAWS
(as amended through June 26, 1990)
ARTICLE I
SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the Shareholders
(which terms as used herein shall, together with all other terms defined
in the Declaration of Trust, have the same meaning as in the Declaration
of Trust) shall be held at the principal office of the Trust or at such
other place as may from time to time be designated by the Board of
Trustees and stated in the notice of meting.
Section 2. Shareholder Meetings. Meetings of the Shareholders
for any purpose or purposes may be called by the Chairman of the Board of
Trustees, if any, or by the President or by the Board of Trustees and
shall be called by the Secretary upon receipt of the request in writing
signed by Shareholders holding not less than one third in amount of the
entire number of Shares issued and outstanding and entitled to vote
thereat. Such request shall state the purpose or purposes of the proposed
meeting. In addition, meetings of the Shareholders shall be called by the
Board of Trustees upon receipt of the request in writing signed by
Shareholders that have, for at least six months prior to making such
requests, held not less than ten percent in amount of the entire number
of Shares issued and outstanding and entitled to vote thereat, stating
that the purpose of the proposed meeting is the removal of a Trustee.
Section 3. Notice of Meetings of Stockholders. Not less than ten
days' and not more than 120 days' written or printed notice of every
meeting of Shareholders, stating the time and place thereof (and the
general nature of the business proposed to be transacted at any special
or extraordinary meeting), shall be given to each Shareholder entitled to
vote thereat by leaving the same with him or at his residence or usual
place of business or by mailing it, postage prepaid and addressed to him
at his address as it appears upon the books of the Trust.
No notice of the time, place or purpose of any meeting of
Shareholders need be given to any Shareholder who attends in person or by
proxy or to any Shareholder who, in writing executed and filed with the
records of the meeting, either before or after the holding thereof, waives
such notice.
Section 4. Record Dates. The Board of Trustees may fix, in
advance, a date, not exceeding 120 days and not less than ten days
preceding the date of any meeting of Shareholders, and not exceeding 120
days preceding any dividend payment date or any date for the allotment of
rights, as a record date for the determination of the Shareholders
entitled to receive such dividend or rights, as the case may be; and only
Shareholders of record on such date and entitled to receive such dividends
or rights shall be entitled to notice of and to vote at such meeting or
to receive such dividends or rights, as the case may be.
Section 5. Access to Shareholder List. The Board of Trustees
shall make available a list of the names and addresses of all shareholders
as recorded on the books of the Trust, upon receipt of the request in
writing signed by not less than ten Shareholders holding Shares of the
Trust valued at $25,000 or more at current offering price (as defined in
the Trust's Prospectus) or holding not less than one percent in amount of
the entire number of shares of the Trust issued and outstanding; such
request must state that such Shareholders wish to communicate with other
Shareholders with a view to obtaining signatures to a request for a
meeting pursuant to Section 2 of Article II of these By-Laws and be
accompanied by a form of communication to the Shareholders. The Board of
Trustees may, in its discretion, satisfy its obligation under this Section
5 by either making available the Shareholder List to such Shareholders at
the principal offices of the Trust, or at the offices of the Trust's
transfer agent, during regular business hours, or by mailing a copy of
such Shareholders' proposed communication and form of request, at their
expense, to all other Shareholders.
Section 6. Quorum, Adjournment of Meetings. The presence in
person or by proxy of the holders of record of more than 50% of the Shares
of the Trust issued and outstanding and entitled to vote thereat, shall
constitute a quorum at all meetings of the Shareholders. If at any
meeting of the Shareholders there shall be less than a quorum present, the
Shareholders present at such meeting may, without further notice, adjourn
the same from time to time until a quorum shall attend, but no business
shall be transacted at any such adjourned meeting except such as might
have been lawfully transacted had the meeting not been adjourned.
Section 7. Voting and Inspectors. At all meetings of
Shareholders, every Shareholder of record entitled to vote thereat shall
be entitled to vote at such meeting either in person or by proxy appointed
by instrument in writing subscribed by such Shareholder or his duly
authorized attorney-in-fact.
All elections of Trustees shall be had by a plurality of the votes
cast and all questions shall be decided by a majority of the votes cast,
in each case at a duly constituted meeting, except as otherwise provided
in the Declaration of Trust or in these By-Laws or by specific statutory
provision superseding the restrictions and limitations contained in the
Declaration of Trust or in these By-Laws.
At any election of Trustees, the Board of Trustees prior thereto may,
or, if they have not so acted, the Chairman of the meeting may, and upon
the request of the holders of ten percent (10%) of the Shares entitled to
vote at such election shall, appoint two inspectors of election who shall
first subscribe an oath or affirmation to execute faithfully the duties
of inspectors at such election with strict impartiality and according to
the best of their ability, and shall after the election make a certificate
of the result of the vote taken. No candidate for the office of Trustee
shall be appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken
upon any election or matter, and such vote shall be taken upon the request
of the holders of ten percent (10%) of the Shares entitled to vote on such
election or matter.
Section 8. Conduct of Shareholders' Meetings. The meetings of
the Shareholders shall be presided over by the Chairman of the Board of
Trustees, if any, or if he shall not be present, by the President, or if
he shall not be present, by a Vice-President, or if none of the Chairman
of the Board of Trustees, the President or any Vice-President is present,
by a chairman to be elected at the meeting. The Secretary of the Trust,
if present, shall act as Secretary of such meetings, or if he is not
present, an Assistant Secretary shall so act; if neither the Secretary nor
an Assistant Secretary is present, than the meeting shall elect its
secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At
every meeting of the Shareholders, all proxies shall be received and taken
in charge of and all ballots shall be received and canvassed by the
secretary of the meeting, who shall decide all questions touching the
qualification of voters, the validity of the proxies, and the acceptance
or rejection of votes, unless inspectors of election shall have been
appointed as provided in Section 7, in which event such inspectors of
election shall decide all such questions.
ARTICLE II
BOARD OF TRUSTEES
Section 1. Number and Tenure of Office. The business and
property of the Trust shall be conducted and managed by a Board of
Trustees consisting of the number of initial Trustees, which number may
be increased or decreased as provided in Section 2 of this Article. Each
Trustee shall, except as otherwise provided herein, hold office until the
next meeting of Shareholders of the Trust following his election called
for the purpose of electing Trustees or until his successor is duly
elected and qualifies. Trustees need not be Shareholders.
Section 2. Increase or Decrease in Number of Trustees; Removal.
The Board of Trustees, by the vote of a majority of the entire Board, may
increase the number of Trustees to a number not exceeding fifteen, and may
elect Trustees to fill the vacancies created by any such increase in the
number of Trustees until the next meeting called for the purpose of
electing Trustees or until their successors are duly elected and qualify;
the Board of Trustees, by the vote of a majority of the entire Board, may
likewise decrease the number of Trustees to a number not less than three
but the tenure of office of any Trustee shall not be affected by any such
decrease. Vacancies occurring other than by reason of any such increase
shall be filled as provided for a Massachusetts business trust. In the
event that after the proxy material has been printed for a meeting of
Shareholders at which Trustees are to be elected and any one or more
nominees named in such proxy material dies or become incapacitated, the
authorized number of Trustees shall be automatically reduced by the number
of such nominees, unless the Board of Trustees prior to the meeting shall
otherwise determine. A Trustee at any time may be removed either with or
without cause by resolution duly adopted by the affirmative votes of the
holders of the majority of the Shares of the Trust, present in person or
by proxy at any meeting of Shareholders at which such vote may be taken,
provided that a quorum is present. Any Trustee at any time may be removed
for cause by resolution duly adopted at any meeting of the Board of
Trustees provided that notice thereof is contained in the notice of such
meeting and that such resolution is adopted by the vote of at least two
thirds of the Trustees whose removal is not proposed. As used herein,
"for cause" shall mean any cause which under Massachusetts law would
permit the removal of a Trustee of a business trust.
Section 3. Place of Meeting. The Trustees may hold their
meetings, have one or more offices, and keep the books of the Trust
outside Massachusetts, at any office or offices of the Trust or at any
other place as they may from time to time by resolution determine, or, in
the case of meetings, as they may from time to time by resolution
determine or as shall be specified or fixed in the respective notices or
waivers of notice thereof.
Section 4. Regular Meetings. Regular meetings of the Board of
Trustees shall be held at such time and on such notice, if any, as the
Trustees may from time to time determine.
Section 5. Special Meetings. Special meetings of the Board of
Trustees may be held from time to time upon call of the Chairman of the
Board of Trustees, if any, the President or two or more of the Trustees,
by oral, telegraphic or written notice duly served on or sent or mailed
to each Trustee not less than one day before such meeting. No notice need
be given to any Trustee who attends in person or to any Trustee who in
writing executed and filed with the records of the meeting either before
or after the holding thereof, waives such notice. Such notice or waiver
of notice need not state the purpose or purposes of such meeting.
Section 6. Quorum. One-third of the Trustees then in office
shall constitute a quorum for the transaction of business, provided that
a quorum shall in no case be less than two Trustees. If at any meeeting
of the Board there shall be less than a quorum present (in person or by
open telephone line, to the extent permitted by the Investment Company Act
of 1940 (the "1940 Act")), a majority of those present may adjourn the
meeting from time to time until a quorum shall have been obtained. The
act of the majority of the Trustees present at any meeting at which there
is a quorum shall be the act of the Board, except as may be otherwise
specifically provided by statute, by the Declaration of Trust or by these
By-Laws.
Section 7. Executive Committee. The Board of Trustees may, by
the affirmative vote of a majority of the entire Board, elect from the
Trustees an Executive Committee to consist of such number of Trustees as
the Board may from time to time determine. The Board of Trustees by such
affirmative vote shall have power at any time to change the members of
such Committee and may fill vacancies in the Committee by election from
the Trustees. When the Board of Trustees is not in session, the Executive
Committee shall have and may exercise any or all of the powers of the
Board of Trustees in the management of the business and affairs of the
Trust (including the power to authorize the seal of the Trust to be
affixed to all papers which may require it) except as provided by law and
except the power to increase or decrease the size of, or fill vacancies
on, the Board. The Executive Committee may fix its own rules of
procedure, and may meet, when and as provided by such rules or by
resolution of the Board of Trustees, but in every case the presence of a
majority shall be necessary to constitute a quorum. In the absence of any
member of the Executive Committee, the members thereof present at any
meeting, whether or not they constitute a quorum, may appoint a member of
the Board of Trustees to act in the place of such absent member.
Section 8. Other Committees. The Board of Trustees, by the
affirmative vote of a majority of the entire Board, may appoint other
committees which shall in each case consist of such number of members (not
less than two) and shall have and may exercise such powers as the Board
may determine in the resolution appointing them. A majority of all
members of any such committee may determine its action, and fix the time
and place of its meetings, unless the Board of Trustees shall otherwise
provide. The Board of Trustees shall have power at any time to change the
members and powers of any such committee, to fill vacancies, and to
discharge any such committee.
Section 9. Informal Action by, and Telephone Meetings of,
Trustees and Committees. Any action required or permitted to be taken at
any meeting of the Board of Trustees or any committee thereof may be taken
without a meeting, if a written consent to such action is signed by all
members of the Board, or of such committee, as the case may be. Trustees
or members of a committee of the Board of Trustees may participate in a
meeting by means of a conference telephone or similar communications
equipment; such participation shall, except as otherwise required by the
1940 Act, have the same effect as presence in person.
Section 10. Compensation of Trustees. Trustees shall be entitled
to receive such compensation from the Trust for their services as may from
time to time be voted by the Board of Trustees.
Section 11. Dividends. Dividends or distributions payable on the
Shares of any Series may, but need not be, declared by specific resolution
of the Board as to each dividend or distribution; in lieu of such specific
resolutions, the Board may, by general resolution, determine the method
of computation thereof, the method of determining the Shareholders of the
Series to which they are payable and the methods of determining whether
and to which Shareholders they are to be paid in cash or in additional
Shares.
Section 12. Indemnification. Before an indemnitee shall be
indemnified by the Trust, there shall be a reasonable determination upon
review of the facts that the person to be indemnified was not liable by
reason of disabling conduct as defined in the Declaration of Trust. Such
determination may be made either by vote of a majority of a quorum of the
Board who are neither "interested persons" of the Trust or the investment
adviser nor parties to the proceeding or by independent legal counsel.
The Trust may advance attorneys' fees and expenses incurred in a covered
proceeding to the indemnitee if the indemnitee undertakes to repay the
advance unless it is determined that he is entitled to indemnification
under the Declaration of Trust. Also at least one of the following
conditions must be satisfied: (1) the indemnitee provides security for his
undertaking, or (2) the Trust is insured against losses arising by reason
of lawful advances, or (3) a majority of the disinterested nonparty
Trustees or independent legal counsel in a written opinion shall
determine, based upon review of all of the facts, that there is reason to
believe that the indemnitee will ultimately be found entitled to
indemnification.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the
Fund shall include a Chairman of the Board of Trustees, a President, one
or more Vice-Presidents (the number thereof to be determined by the Board
of Trustees), a Secretary and a Treasurer. The Chairman of the Board and
the President shall be selected from among the Trustees. The Board of
Trustees may also in its discretion appoint Assistant Secretaries,
Assistant Treasurers, and other officers, agents and employees, who shall
have authority and perform such duties as the Board or the Executive
Committee may determine. The Board of Trustees may fill any vacancy which
may occur in any office. Any two offices, except those of Chairman of the
Board and Secretary and President and Secretary, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity, if such instrument is required by law or these
By-Laws to be executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. The term of office of all officers
shall be until their respective successors are chosen and qualify;
however, any officer may be removed from office at any time with or
without cause by the vote of a majority of the entire Board of Trustees.
Section 3. Powers and Duties. The officers of the Fund shall
have such powers and duties as generally pertain to their respective
offices, as well as such powers and duties as may from time to time be
conferred by the Board of Trustees or the Executive Committee. Unless
otherwise ordered by the Board of Trustees, the Chairman of the Board
shall be the Chief Executive Officer.
ARTICLE IV
SHARES
Section 1. Certificates of Shares. Each Shareholder of any
Series of the Trust may be issued a certificate or certificates for his
Shares of that Series, in such form as the Board of Trustees may from time
to time prescribe, but only if and to the extent and on the conditions
described by the Board.
Section 2. Transfer of Shares. Shares of any Series shall be
transferable on the books of the Trust by the holder thereof in person or
by his duly authorized attorney or legal representative, upon surrender
and cancellation of certificates, if any, for the same number of Shares
of that Series, duly endorsed or accompanied by proper instruments of
assignment and transfer, with such proof of the authenticity of the
signature as the Trust or its agent may reasonably require; in the case
of shares not represented by certificates, the same or similar
requirements may be imposed by the Board of Trustees.
Section 3. Share Ledgers. The share ledgers of the Trust,
containing the name and address of the Shareholders of each Series and the
number of shares of that Series, held by them respectively, shall be kept
at the principal offices of the Trust or, if the Trust employs a transfer
agent, at the offices of the transfer agent of the Trust.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of
Trustees may determine the conditions upon which a new certificate may be
issued in place of a certificate which is alleged to have been lost,
stolen or destroyed; and may, in their discretion, require the owner of
such certificate or his legal representative to give bond, with sufficient
surety to the Trust and the transfer agent, if any, to indemnify it and
such transfer agent against any and all loss or claims which may arise by
reason of the issue of a new certificate in the place of the one so lost,
stolen or destroyed.
ARTICLE V
SEAL
The Board of Trustees shall provide a suitable seal of the Trust, in
such form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Trust shall be fixed by the Board of Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Trust may be altered, amended, added to or
repealed by the Shareholders or by majority vote of the entire Board of
Trustees, but any such alteration, amendment, addition or repeal of the
By-Laws by action of the Board of Trustees may be altered or repealed by
the Shareholders.
ORGZN\780
Exhibit 24(b)(4)
CENTENNIAL NEW YORK TAX EXEMPT TRUST
Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-5/16" x 10-5/8" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) share certificate no.
(upper right box with heading: SHARES
below cert. no.)
(centered
below boxes) Centennial New York Tax Exempt Trust
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 151358 108
(at left) is the owner of
(centered) FULLY PAID SHARES OF BENEFICIAL INTEREST OF
CENTENNIAL NEW YORK TAX EXEMPT TRUST
(hereinafter called the "Trust"), transferable only on the
books of the Trust by the holder hereof in person or by
duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held
subject to all of the provisions of the Declaration of
Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid
until countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Trust and the signatures
of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
_______________________ ___________________
SECRETARY PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
CENTENNIAL NEW YORK TAX EXEMPT TRUST
SEAL
1988
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
SHAREHOLDER SERVICES, INC.
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________ Shares of beneficial
interest represented by the within Certificate, and do hereby irrevocably
constitute and appoint ___________________________ Attorney to transfer
the said shares on the books of the within named Trust with full power of
substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the
signature(s)) current prospectus of the Fund.
PLEASE NOTE: This
document contains a
watermark when viewed at
an angle. It is invalid Centennial
without this watermark: ASSET MANAGEMENT CORPORATION
_______________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\780CERT
Exhibit 24(b)(5)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 22nd day of October, 1990, by and between
CENTENNIAL NEW YORK TAX EXEMPT TRUST (hereinafter referred to as the
"Fund"), and CENTENNIAL ASSET MANAGEMENT CORPORATION (hereinafter referred
to as "Centennial").
WHEREAS, the Fund is an open-end, non-diversified management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and Centennial is a registered
investment adviser;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:
1. General Provision.
The Fund hereby employs Centennial and Centennial hereby undertakes
to act as the investment adviser of the Fund and to perform for the Fund
such other duties and functions as are hereinafter set forth. Centennial
shall, in all matters, give to the Fund and the Fund's Board of Trustees
the benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable the
Fund to conform to (i) the provisions of the Investment Company Act and
any rules or regulations thereunder; (ii) any other applicable provisions
of state or federal law; (iii) the provisions of the Declaration of Trust
and By-Laws of the Fund as amended from time to time; (iv) policies and
determinations of the Board of Trustees of the Fund; (v) the fundamental
policies and investment restrictions of the Fund as reflected in the
Fund's registration statement under the Investment Company Act or as such
policies may, from time to time, be amended by the Fund's shareholders;
and (vi) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time. The appropriate officers and employees
of Centennial shall be available upon reasonable notice for consultation
with any of the Trustees and officers of the Fund with respect to any
matters dealing with the business and affairs of the Fund including the
valuation of portfolio securities of the Fund which securities are either
not registered for public sale or not traded on any securities market.
2. Investment Management.
(a) Centennial shall, subject to the direction and control by the
Fund's Board of Trustees, (i) regularly provide investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; (ii) supervise
continuously the investment program of the Fund and the composition of its
portfolio and determine what securities shall be purchased or sold by the
Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof,
for the purchase of securities and other investments for the Fund and the
sale of securities and other investments held in the portfolio of the
Fund.
(b) Provided that the Fund shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 7 hereof, Centennial may obtain
investment information, research or assistance from any other person, firm
or corporation to supplement, update or otherwise improve its investment
management services.
(c) Provided that nothing herein shall be deemed to protect
Centennial from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or reckless disregard of its obligations and
duties under this Agreement, Centennial shall not be liable for any loss
sustained by reason of good faith errors or omissions in connection with
any matters to which this Agreement relates.
(d) Nothing in this Agreement shall prevent Centennial or any
officer thereof from acting as investment adviser for any other person,
firm or corporation and shall not in any way limit or restrict Centennial
or any of its directors, officers, stockholders or employees from buying,
selling or trading any securities for its or their own account or for the
account of others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the performance
by Centennial of its duties and obligations under this Agreement.
3. Other Duties of Centennial.
Centennial shall, at its own expense, provide and supervise the
activities of all administrative and clerical personnel as shall be
required to provide effective corporate administration for the Fund,
including the compilation and maintenance of such records with respect to
its operations as may reasonably be required; the preparation and filing
of such reports with respect thereto as shall be required by the
Commission; composition of periodic reports with respect to operations of
the Fund for its shareholders; composition of proxy materials for meetings
of the Fund's shareholders, and the composition of such registration
statements as may be required by federal and state securities laws for
continuous public sale of shares of the Fund. Centennial shall, at its
own cost and expense, also provide the Fund with adequate office space,
facilities and equipment. Centennial shall, at its own expense, provide
such officers for the Fund as the Fund's Board may request.
4. Allocation of Expenses.
All other costs and expenses of the Fund not expressly assumed by
Centennial under this Agreement, shall be paid by the Fund, including, but
not limited to (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its trustees other than
those associated or affiliated with Centennial; (v) legal and audit
expenses; (vi) custodian and transfer agent fees and expenses; (vii)
expenses incident to the redemption of its shares; (viii) expenses
incident to the issuance of its shares against payment herefor by or on
behalf of the subscribers thereto; (ix) fees and expenses, other than as
hereinabove provided, incident to the registration under federal
securities laws of shares of the Fund for public sale; (x) expenses of
printing and mailing reports, notices and proxy materials to shareholders
of the Fund; (xi) except as noted above, all other expenses incidental to
holding meetings of the Fund's shareholders; and (xii) such extraordinary
non-recurring expenses as may arise, including litigation, affecting the
Fund and any legal obligation which the Fund may have (on behalf of the
Fund) to indemnify its officers and trustees with respect thereto. Any
officers or employees of Centennial or any entity controlling, controlled
by or under common control with Centennial, who may also serve as
officers, trustees or employees of the Fund shall not receive any
compensation from the Fund for their services.
5. Compensation of Centennial.
The Fund agrees to pay Centennial and Centennial agrees to accept as
full compensation for the performance of all functions and duties on its
part to be performed pursuant to the provisions hereof, a fee computed on
the aggregate net asset value of the Fund as of the close of each business
day and payable monthly at the annual rate of .500% of the first $250
million of net assets; .475% of the next $250 million of net assets; .450%
of the next $250 million of net assets; .425% of the next $250 million of
net assets; and .400% of net assets in excess of $1 billion.
6. Use of Name "Centennial."
Centennial hereby grants to the Fund a royalty-free, non-exclusive
license to use the name "Centennial" in the name of the Fund for the
duration of this Agreement and any extensions or renewals thereof. To the
extent necessary to protect Centennial's rights to the name "Centennial"
under applicable law, such license shall allow Centennial to inspect and,
subject to control by the Fund's Board, control the nature and quality of
services offered by the Fund under such name. Such license may, upon
termination of this Agreement, be terminated by Centennial, in which event
the Fund shall promptly take whatever action may be necessary to change
its name and discontinue any further use of the name "Centennial" in the
name of the Fund or otherwise. The name "Centennial" may be used by
Centennial in connection with any of its activities, or licensed by
Centennial to any other party.
7. Portfolio Transactions and Brokerage.
Centennial is authorized, in arranging the purchase and sale of the
Fund's portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers (hereinafter
"broker-dealers"), as may, in its best judgment, implement the policy of
the Fund to obtain, at reasonable expense, the "best execution" (prompt
and reliable execution at the most favorable security price obtainable)
of the Fund's portfolio transactions as well as to obtain the benefit of
such investment information or research as will be of significant
assistance to the performance by Centennial of its investment management
functions.
<PAGE>
8. Duration.
This Agreement will take effect on the date first set forth above.
Unless earlier terminated pursuant to paragraph 9 hereof or by operation
of law, this Agreement shall remain in effect until December 31, 1991, and
thereafter will continue in effect from year to year, so long as such
continuance shall be approved at least annually by the Fund's Board of
Trustees, including the vote of the majority of the trustees of the Fund
who are not parties to this Agreement or "interested persons" (as defined
in the Investment Company Act) of any such party, cast in person at a
meeting called for the purpose of voting on such approval, or by the
holders of a "majority" (as defined in the Investment Company Act) of the
outstanding voting securities of the Fund and by such a vote of the Fund's
Board of Trustees.
9. Termination.
This Agreement may be terminated (i) by Centennial at any time
without penalty upon giving the Fund sixty days' written notice (which
notice may be waived by the Fund); or (ii) by the Fund at any time without
penalty upon sixty days' written notice to Centennial (which notice may
be waived by Centennial) provided that such termination by the Fund shall
be directed or approved by the vote of a majority of all of the trustees
of the Fund then in office or by the vote of the holders of a "majority"
of the outstanding voting securities of the Fund (as defined in the
Investment Company Act).
10. Assignment or Amendment.
This Agreement may not be amended or the rights of Centennial
hereunder sold, transferred, pledged or otherwise in any manner encumbered
without the affirmative vote or written consent of the holders of the
"majority" of the outstanding voting securities of the Fund. This
Agreement shall automatically and immediately terminate in the event of
its "assignment."
11. Disclaimer of Shareholder Liability.
Centennial understands that the obligations of the Fund under this
Agreement are not binding upon any Trustee or shareholder of the Fund
personally, but bind only the Fund and the Fund's property. Centennial
represents that it has notice of the provisions of the Declaration of
Trust of the Fund disclaiming Trustee and shareholder liability for acts
or obligations of the Fund.
12. Definitions. The terms and provisions of the Agreement shall be
interpreted and defined in a manner consistent with the provisions and
definitions of the Investment Company Act.
<PAGE>
CENTENNIAL NEW YORK TAX EXEMPT TRUST
Attest:
/s/ Sara L. Badler By: /s/ Robert G. Galli
- ------------------- -------------------
CENTENNIAL ASSET MANAGEMENT CORPORATION
Attest:
/s/ Sara L. Badler By: /s/ Katherine P. Feld
- ------------------ ---------------------
ADVISORY\780
Exhibit 24(b)(8)
CUSTODIAN AGREEMENT
I. DESIGNATION OF CUSTODIAN
CENTENNIAL NEW YORK TAX EXEMPT TRUST (the "Fund"), an open-end series
management investment company organized as a Massachusetts business trust
having an office at 3410 South Galena Street, Denver, Colorado 80231,
hereby designates Citibank, N.A. (the "Bank"), a National Banking
Corporation incorporated under the laws of the United States of America
and having an office at 399 Park Avenue, New York, NY 10043, as Custodian
of the Property (as defined in Section III) of the Fund. By its
acceptance, the Bank agrees to serve as such Custodian upon the terms and
conditions set forth in this Agreement.
II. DELIVERY OF DOCUMENTS
(a) Documents delivered. The Fund delivers to the Bank herewith the
following documents:
(i) Resolutions authorizing the appointment of the Bank as the
custodian of the Fund and the execution by the Fund of
this Agreement;
(ii) copies, certified by the appropriate officer or officers,
of the charter and the by-laws of the Fund; and
(iii) incumbency and signature certificates identifying and
containing the signatures of the officers of the Fund
and/or other signatories authorized to sign
Instructions (as defined below) on behalf of the
Fund, specifying the number of signatures required
for Instructions and identifying the trustees and the
other officers, if any, of the Fund.
(b) Changes. In case of any change or changes affecting any of the
documents described in this Section II, the Fund shall deliver new
documents to the Bank, to the extent necessary to reflect such change or
changes. Unless and until such new documents are delivered and an
authorized signatory of the Bank has issued a receipt for the delivery
thereof, the Bank shall be under no obligation to act (or omit to act),
in accordance with any such change, nor shall the Bank be liable for
failure so to act (or omit to act), but the Bank shall act in accordance
with the documents which such new documents are to replace.
(c) Additional information. The Fund shall furnish to the Bank any
additional information and documentation relating to the Fund and the
Fund's management company (if any) which the Bank may reasonably request.
(d) "Resolutions" defined. The term "Resolutions," as used in this
Agreement, means (i) if the trustees of the Fund are authorized to
transact business of the Fund by signing an instrument setting forth such
business, resolutions signed by the number of trustees of the Fund so
authorized and (ii) in all other cases, copies of resolutions of the
trustees of the Fund, certified by the appropriate officer or officers of
the Fund.
(e) "Depository" defined. The term "Depository" as used in this
Agreement means any "system" or "person" contemplated by Section 17 (f)
of the Investment Company Act of 1940 in which the Banks may, under that
Section and any rules, regulations or orders thereunder, deposit all or
part of the Fund's securities with the consent of the Fund, and to which
the Fund has consented.
(f) "Receipt" of payment defined. Whenever this Agreement
contemplates receipt of payment by the Bank, such receipt shall mean
receipt by the Bank of (i) cash or check of a national securities exchange
certified or issued by a bank (which term, as used in this Agreement,
shall include a trust company and a Federal Reserve Bank), or a
Depository; or (ii) written or telegraphic advice from a bank, registered
clearing agency or a Depository that funds have or will be credited to the
account of the Fund or the Bank at one or more of the foregoing; or (iii)
a bank wire from a correspondent bank of the Bank; or (iv) payment other
than the foregoing, if specified in Instructions relating to the
transaction in question.
III. THE PROPERTY
(a) Property delivered. The Fund shall deliver the Property, or
cause the Property to be delivered, to the Bank or a Depository, subject
to the provisions of this Agreement. Upon delivery, the securities at the
time included in the Property, unless held by a Depository, shall be in
bearer form or shall be registered in the name of a nominee of the Bank
(with or without indication of fiduciary status) or shall be properly
endorsed and in form for transfer satisfactory to the Bank.
(b) "Property" defined. The term "Property," as used in the
Agreement, means:
(i) any and all securities and other property which the Fund
may from time to time deposit, or cause to be deposited,
with the Bank or a Depository,
(ii) all income, including option premiums, in respect of any
of such securities or other property,
(iii) all proceeds of the sale of any such securities or
other property,
(iv) all proceeds, of the sale of securities issued by the
Fund, which are received by the Bank from time to time
from the Fund or its transfer agent, and
(v) any stocks, shares, bonds, financial futures contracts,
indexes, debentures, notes, mortgages and other
obligations, and any certificates, receipts, warrants or
other financial instruments representing absolute or
conditional rights or options to receive, purchase,
subscribe for or sell the same or evidencing or
representing any other rights or interests therein, or any
other property or assets, irrespective of their form, the
name by which they may be described, whether considered as
securities or commodities, or the character or form of the
entities by which they are issued or created.
(c) Holding of Securities. The Bank shall hold in a separate
account, and physically segregate at all times from those of any other
persons, firms or corporations, pursuant to the provisions hereof, all
securities which are part of the Property, other than those held by a
Depository. All such securities are to be held or disposed of by the
Bank, or by a Depository, subject at all times to Instructions pursuant
to the terms of this Agreement. The Bank shall have no power or authority
to (or to cause a Depository to) assign, hypothecate, pledge, or otherwise
dispose of any such securities except pursuant to Instructions and only
for the account of the Fund, as set forth in Section VI of this Agreement.
The Bank will, upon receipt of proper Instructions, segregate
cash and/or securities of the Fund into escrow accounts in the name of a
designated broker or exchange clearing organization which is a party with
the Fund to an agreement relating to the financial futures contracts
described in paragraph (b) of this Section III. The Bank will confirm the
terms of such escrow to the broker or clearing organization and provide
a copy of such confirmation to the Fund. The Bank will not, however, make
any payment or transfer from any such escrow account except to the named
broker or clearing organization upon receipt of written notice by such
broker or clearing organization representing that the Fund is in default
of a specified obligation for which the escrow was established and setting
forth the amount represented to be due by the Fund to such broker or
clearing organization.
IV. REGISTRATION OF SECURITIES:
COMMERCIAL ACCOUNTS; OVERDRAFTS; RECEIPT OF SECURITIES
(a) Registration of securities. The securities included in the
Property shall, unless held by a Depository, be held in bearer form or in
the name of one or more nominees of the Bank.
(b) Commercial accounts. The Bank shall open and maintain a
commercial account or accounts in the name of the Fund, subject only to
the Bank's draft or order after receipt of Instructions, and the Bank
shall deposit in such account or accounts all cash constituting, or which
is to become, part of the Property. The Bank shall make payments of cash
to or for the account, of the Fund from such cash accounts only pursuant
to Section VI of this Agreement or as otherwise specifically provided in
this Agreement.
(c) Overdrafts. At the sole discretion of the Bank, the Bank will
permit the incurrence of cash overdrafts in any account of the Fund with
the Bank (i) in aid of the timely and orderly clearance of securities
transactions in the course of the Fund's normal business, trading and
investment operations or (ii) in connection with payments to Shareholders
all or a portion of whose shares in the Fund have been or are being
Redeemed, but only upon receipt by the Bank of Instructions to do so. The
Bank shall not be obligated to incur or permit the incurrence of any such
overdraft and the Bank shall not be liable to the Fund or any third party
for any refusal, failure or neglect on the part of the Bank to incur or
permit the incurrence of any such overdraft. As used in this Agreement,
the terms "Redeem" and "Redemption" refer to redemptions, purchases and
other acquisitions by the Fund of shares in the Fund from Shareholders,
and the term "Shareholder" means a shareholder or former shareholder of
the Fund.
(d) Payment of overdrafts; interest. The Fund shall pay to the
Bank, and the Bank may deduct from the Property, the amount of each
overdraft referred to in Section IV (c), together with interest thereon
at such rate as the Bank may from time to time notify to the Fund (such
rate not to exceed the rate at such time charged by the Bank to its prime
commercial borrowers by more than 1-1/2 percentage points), upon the
Bank's demand therefore.
(e) "Receipt" of securities defined. Whenever this Agreement
contemplates receipt of securities by the Bank, such receipt shall mean
receipt by the Bank of (i) securities in bearer form or in form of
transfer satisfactory to the Bank; or (ii) written or telegraphic advice
from a Depository that securities have been credited to the account of the
Fund or the Bank at the Depository; or (iii) written or telegraphic advice
from any bank or responsible commercial agent doing business in the United
States or any foreign country and designated by the Bank as its agent for
this purpose that such securities have been deposited with it.
V. INSTRUCTIONS
(a) "Instructions" defined. As used in this Agreement, the term
"Instructions" means instructions, with respect to any specified
transaction (except as otherwise indicated in this Agreement), in writing
or by telecopier, tested telegram, cable or Telex or by facsimile sending
device, signed in the name of the Fund by the requisite number of Fund
officers or authorized signatories of the Fund as the Board of Trustees
or executive committee of the Fund has authorized to give the particular
class of Instructions in question. Different persons may be authorized
to give Instructions for different purposes. Instructions may be general
or specific in terms.
(b) Instructions consistent with charter, etc. Although the Bank
may take cognizance of the provisions of the charter and by-laws of the
Fund as from time to time amended, the Bank may assume that any
Instructions received hereunder are not in any way inconsistent with any
provision of such charter or by-laws or any vote, resolution or proceeding
of the shareholders or the trustees, or of any committee of either
thereof, of the Fund.
(c) Authority of Fund's signatories. The incumbency and signature
certificates most recently delivered to the Bank pursuant to Section II
(a) (iii) shall constitute evidence of the authority of the signatories
designated therein to act on behalf of the Fund.
VI. TRANSACTIONS REQUIRING INSTRUCTIONS
(a) Payments of cash. The Bank shall make payments of cash to or
for the account of the Fund only as follows or as otherwise specifically
provided in this Agreement:
(i) upon receipt of Instructions to do so, the Bank shall make
payment for and receive all securities purchased for the
account of the Fund (insofar as cash is available, or
insofar as the Bank is willing to permit an overdraft or
overdrafts in the Fund's account or accounts with the
Bank, for such purpose), payment to be made only upon
receipt of the securities, provided that, if any such
securities (or any securities to be received free for the
Fund's account) are not received by the Bank on or before
the thirtieth day following the date of the Bank's receipt
of the Instructions to receive such securities, the Bank
may, but need not, consider such Instructions cancelled
unless and until the Bank received further Instructions
reinstating such original Instructions;
(ii) upon receipt of Instructions to do so, the Bank shall make
payment to a bank of principal of or interest on bank
loans made to the Fund;
(iii) upon receipt of Instructions to do so, the Bank shall
make payments for the Redemption of shares of the
Fund (subject to the provisions of Section VIII (a)
of this Agreement);
(iv) upon receipt of Instructions to do so, the Bank shall make
payments for the payment of dividends, taxes, management
or supervisory fees or operating expenses (including,
without limitation thereto, fees for legal, accounting and
auditing services);
(v) upon receipt of Instructions to do so, the Bank shall make
payments in connection with conversion, exchange or
surrender of securities owned or subscribed to by the Fund
held by or to be received by the Bank;
(vi) upon receipt of Instructions to do so, the Bank will make
payments pursuant to a specified agreement for loaning the
Fund's securities (which Instructions shall identify the
loan agreement under which the payment is to be made, the
date of payment, the name of the borrower and the
securities to be received, if any in exchange for the
payment); and
(vii) upon receipt of Instructions to do so, the Bank shall
make payment for other proper corporate purposes, but
only on receipt of a Resolution certified as set
forth in the definition of that term and
countersigned by another officer of the Fund
specifying the amount of such payment, setting forth
the purpose for which such payment is to be made,
declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom
such payment is to be made.
(b) Transfer, Exchange or Delivery of Securities. The bank shall
transfer, exchange or deliver securities which are part of the Property
only as follows: upon receipt of Instructions to do so, the Bank shall
deliver (or cause a Depository to deliver) securities against such payment
or other consideration or written receipt therefor as shall be specified
in such Instructions, in the following cases: (i) upon sales of such
securities for the account of the Fund and receipt by the Bank of payment
therefor; (ii) for examination by a broker selling for the account of the
Fund in accordance with street delivery custom; (iii) for payment when
such Property has been called, redeemed or retired, or has otherwise
become payable at the option of the holder thereof; (iv) in exchange for,
or for conversion into, other securities and/or cash pursuant to any plan
of merger, consolidation or reorganization, recapitalization, readjustment
or other rearrangement of the issuer; (v) for deposit with a
reorganization committee or protective committee pursuant to a deposit
agreement; (vi) for conversion into or exchange for other securities, or
into or for other securities and cash, in accordance with any conversion
or exchange right or option relating thereto; (vii) in the case of
warrants, rights or other similar securities, upon the exercise thereof;
(viii) in the case of interim receipts or temporary securities, upon the
surrender thereof for definitive securities; (ix) upon the exercise of
a call written by the Fund for which the Bank (or a Depository) has
written an escrow receipt (which term, as used in this Agreement, shall
include an option guarantee letter), subject to the provisions of Section
VI(e); (x) for the deposit of securities in a Depository; (xi) for the
purpose of Redemption in kind of shares of the Fund (subject to Section
VIII(a) of this Agreement); (xii) for the purpose of loaning securities
against receipt by the Bank of collateral therefor (the Instructions as
to which shall specify the securities to be delivered, the loan agreement
under which the delivery is to be made, the date of delivery, the name of
the borrower and the amount of collateral to be received in connection
therewith); and (xiii) for other proper corporate purposes. The Bank
shall make a delivery described in Section VI(c)(xiii) only on receipt of
a Resolution certified as set forth in the definition of that term and
countersigned by another officer of the Fund specifying the securities,
setting forth the purpose for which such delivery is to be made, declaring
such purpose to be a proper corporate purpose and naming the person or
persons to whom said delivery is to be made.
(c) Exercise of rights, etc. The Bank shall deal with rights,
warrants and similar securities received by it hereunder only in the
manner and to the extent ordered by Instructions received by the Bank.
(d) Voting. Neither the Bank nor its nominees shall vote any of the
securities included in the Property or authorize the voting of any such
securities or give any consent, approval or waiver with respect thereto,
except as directed by Instructions received by the Bank. The Bank shall
promptly deliver, or cause to be executed and delivered, to the Fund all
notices, proxies and proxy soliciting materials with relation to such
securities, such proxies to be executed by the registered holder of such
securities (if registered otherwise than in the name of the Fund) but
without indicating the manner in which such proxies are to be voted.
(e) Escrow receipts. In accordance with mutually agreed-upon
arrangements and upon receipt of Instructions to do so, the Bank will
execute, or cause a Depository to execute, an escrow receipt relating to
a call written by the Fund upon receipt of payment for the premium
therefor. Such Instructions shall contain all information necessary for
the issuance of such receipts and will authorize the deposit of the
securities named in such Instructions into an escrow account of the Fund.
Securities so deposited into an escrow account will be held by the Bank
or Depository subject to the terms of such escrow receipt. However, the
Bank agrees that it will not deliver, or cause a Depository to deliver,
any securities deposited in an escrow account pursuant to an exercise
notice unless the Bank has received Instructions to do so or (i) the Bank
has duly requested the issuance of such Instructions, (ii)
at least two business days have elapsed since the receipt of such request
by the Fund, and (iii) the Fund has not advised the Bank by Instructions
that it has purchased securities that are to be delivered by the Bank or
a Depository pursuant to the exercise notice. The Fund agrees that it
will not issue any Instructions to the Bank with respect to the Property
which shall conflict with the terms of any escrow receipt executed by the
Bank or any Depository in relation to the Fund and which is then in
effect. The parties understand that the Fund may write calls on
securities ("underlying securities") which are not part of the Property
and issue Instructions to the Bank to execute, or cause a Depository to
execute, an escrow receipt on securities ("convertible securities") which
are, or are to be, part of the Property and are convertible into the
underlying securities. In such event, the Fund agrees that (i) any
Instructions by it as to the execution of the escrow receipt will relate
only to such convertible securities, and (ii) any Instructions by it as
to the delivery of securities relating to such call will relate only to
such convertible securities without responsibility on the part of the Bank
to effect any conversion thereof.
VII. TRANSACTIONS NOT REQUIRING INSTRUCTIONS
(a) Collection of income and other payments. In the absence of
contrary instructions, the Bank shall:
(i) collect and receive, for the account of the Fund, all
income and other payments and distributions, including
(without limitation) stock dividends, rights, warrants and
similar items, included or to be included in the Property,
and promptly advise the Fund of such receipt;
(ii) take any action which may be necessary and proper in
connection with the collection and receipt of such income
and other payments and distributions, including (without
limitation) the execution of ownership and exemption
certificates, the presentation of coupons and other
interest items, the presentation for payment of securities
which have become payable as a result of their being
called, redeemed or retired, or otherwise becoming
payable, otherwise than at the option of the holder
thereof, and the endorsement for collection of checks,
drafts and other negotiable instruments; and
(iii) receive and hold for the account of the Fund all
securities received as a distribution on securities
held by the Fund as a result of a stock dividend,
share split-up or reorganization, recapitalization,
readjustment or other rearrangement or distribution
of rights or similar securities issued with respect
to any securities of the Fund held by the Bank
hereunder, provided that the Bank shall not be
required to transact any item of business referred to
in this Section VII(a) with respect to a security
which is not covered by a published securities manual
reasonably available to the Custodian Services
Department of the Bank (or the successor to such
Department in the event of any administrative
rearrangement of the Bank) unless and until such
Custodian Services Department (or its successor) has
received a notice specifying (x) the item of business
in question and (y) such additional information as
will permit the Bank to transact such item of
business properly and without unreasonable
inconvenience to such Custodian Services Department
(or its successor).
(b) Cash disbursements. In the absence of contrary Instructions,
the Bank may make cash disbursements for minor expenses in handling
securities and for similar items in connection with the Bank's duties
under this Agreement. The Bank shall promptly advise the Fund of
disbursements so made.
(c) Delivery of information and documents. The Bank shall promptly
deliver to the Fund all information and documents received by the Bank and
relating to the Property including (without limitation) pendency of calls
and maturities of securities and expiration of rights in connection
therewith received by the Bank from issuers of securities being held for
the Fund. With respect to tender or exchange offers, the Bank shall
transmit promptly to the Fund all written information received from
issuers of the securities whose tender or exchange is being sought and
from the party (or his agents) making the tender or exchange offer.
VIII TRANSACTIONS REQUIRING SPECIAL INSTRUCTIONS
(a) Redemptions. Upon receipt of Instructions to do so, the Bank
shall deliver Property in connection with Redemptions (insofar as monies
or, in a case referred to in clause (iii) below, other Property is
available, or insofar as the Bank is willing to permit an overdraft or
overdrafts in the Fund's account or accounts with the Bank for such
purpose), provided that the Instructions covering each Redemption shall
contain (i) the number of shares Redeemed, (ii) the net asset value
(determined pursuant to the regulations of the Fund, as from time to time
amended, which govern determination of net asset value) of such shares on
the effective date of such Redemption and (iii) specification of any
Property other than cash which the Bank is to deliver pursuant thereto.
(b) Extraordinary transactions. In the case of any of the following
transactions, not in the ordinary course of the business of the Fund:
(i) the merger or consolidation of the Fund and another
investment company,
(ii) the sale by the Fund of all or substantially all of its
assets, or
(iii) liquidation of the Fund or dissolution of the Fund
and distribution of its assets,
the Bank shall deliver Property only upon receipt of Instructions and
advice of counsel satisfactory to the Bank (who may be counsel for the
Fund, at the option of the Bank) to the effect that all necessary
corporate action therefor has been taken, or will be taken concurrently
with the Bank's action.
IX. RIGHT TO RECEIVE ADVICE
(a) Advice of Fund. If the Bank shall be in doubt as to any action
to be taken or omitted by it, it may request, and shall receive, from the
Fund directions or advice, including Instructions where appropriate.
(b) Advice of counsel. If the Bank shall be in doubt as to any
questions of law involved in any action to be taken or omitted by the
Bank, it may request advice from counsel of its own choosing (who may be
counsel for the Fund, at the option of the Bank).
(c) Conflicting advice. In case of conflict between directions,
advice or Instructions received by the Bank pursuant to Section IX(a) and
advice received by the Bank pursuant to Section IX(b), the Bank shall be
entitled to rely on and follow the advice received pursuant to Section
IX(b) alone.
(d) Absolute protection to Bank. The Bank shall be absolutely
protected in any action or inaction which it takes in reliance on any
directions, advice or Instructions received pursuant to Section IX(a) or
(b) or which the Bank, after receipt of any such directions, advice or
Instructions, in good faith believes to be consistent with such
directions, advice or Instructions, as the case may be. However, nothing
in this Section IX shall be construed as imposing upon the Bank any
obligation (i) to seek such directions, advice or Instructions, or (ii)
to act in accordance with such directions or advice when received, unless,
under the terms of another provision of this Agreement, the same is a
condition to the Bank's properly taking or omitting to take such action.
X. STATEMENTS
The Bank shall render to the Fund statements of the transactions in
the accounts of the Fund at the following times: the Bank shall furnish
the Fund both on a daily and a monthly basis with a statement summarizing
all transactions and entries for the account of the Fund. The Bank shall
furnish the Fund at the end of every month with a list of the portfolio
securities held by it or a Depository as custodian for the Fund, adjusted
for all commitments confirmed by the Fund as of such time, certified by
a duly authorized officer of the Bank. The books and records of the Bank
pertaining to its actions under this Agreement shall be open to inspection
and audit at all times by officers of the Fund, its auditors and officers
of its investment adviser.
XI. COMPENSATION
(a) Ordinary services. The Fund shall pay to the Bank, and the Bank
may deduct from the Property, for its services under this Agreement (other
than the services referred to in Section XI(c)) compensation based on a
schedule of charges to be agreed from time to time.
(b) Expenses. The Fund shall reimburse the Bank for all expenses,
taxes and other charges (including, without limitation, interest and other
items charged by brokers in respect of debit balances and delayed
deliveries) paid by the Bank with respect to the property of the Fund, or
incurred by the Bank on behalf of the Fund in the performance of the
Bank's duties hereunder, provided that the Bank shall be entitled to
reimbursement with respect to the fees and disbursements of counsel only
(i) as set forth in Sections XI(c) and XII or (ii) when the Fund breaches
or threatens to breach, or the Fund's management company (if any)
threatens to cause a breach, of this Agreement or when it would reasonably
appear to a man untrained in the law that such a breach exists or is
threatened, to the extent that the fees and disbursements of such counsel
relate to such actual or apparent breach or threatened breach. If the
Bank submits to the Fund a bill for such reimbursement and the Fund does
not, within 15 days after such submission, notify the Bank that the bill
is disapproved and make a reasonable counter-offer in writing, the bill
shall be deemed approved and the Bank may deduct such reimbursement from
the Property.
(c) Extraordinary services. The Fund shall pay to the Bank, and the
Bank may deduct from the Property, for its services as the Fund's agent
in paying a Shareholder consideration, consisting wholly or partially of
property other than cash, in connection with the Redemption of all or any
part of such Shareholder's shares in the Fund compensation equal to 1/10
of 1% of the amount computed by subtracting from the aggregate Redemption
price of such shares the cash, if any, paid to such Shareholder in respect
of such Redemption. Without limiting the generality of the provisions of
Section XI(b),
the Fund shall reimburse to the Bank, and the Bank may deduct from the
Property reimbursement for, the fees and disbursements of the Bank's
counsel attributable to such counsel's services in respect of each such
Redemption.
XII. INDEMNIFICATION
The Fund, as sole owner of the Property, will indemnify the Bank and
each of the Bank's nominees, and hold the Bank and such nominees harmless,
and the Bank may deduct from the Property indemnification, against all
costs, liabilities (including, without limitation, liabilities under the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940 and any state and foreign securities and
blue sky laws, all as from time to time amended) and expenses, including
(without limitation) attorney's fees and disbursements, arising directly
or indirectly (i) from the fact that securities included in the Property
are registered in the name of any such nominee, or (ii) without limiting
the generality of the foregoing clause (i), from any action or thing which
the Bank takes or does or omits to take or do, (A) at the request or on
the directions or in reliance on the advice of the Fund, or of the Fund's
management company (if any), or (B) upon Instructions, provided that
neither the Bank nor any of its nominees shall be indemnified against any
liability to the Fund or to its Shareholders (or any expense incident to
such liability) arising out of (x) the Bank's or such nominee's own
willful misfeasance, bad faith, negligence or reckless disregard of its
duties under this Agreement or (y) the Bank's own negligent failure to
perform its duties under Section VII(a)(ii).
XIII. RESPONSIBILITY: COLLECTIONS
(a) Responsibility of Bank. The Bank shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein
or as may be specifically agreed to by the Bank in writing. In the
performance of the Bank's duties hereunder, the Bank shall be obligated
to exercise care and diligence, but the Bank shall not be liable for any
act or omission which does not constitute gross negligence, willful
misfeasance or bad faith on the part of the Bank or reckless disregard by
the Bank of its duties under this Agreement, provided that the Bank shall
be responsible for its own negligent failure to perform any of its duties
under this Agreement. Without limiting the generality of the foregoing
or of any other provisions of this Agreement, the Bank shall not be under
any duty or obligation to inquire into and shall not be liable for or in
respect of (i) the validity or invalidity or authority or lack thereof of
any Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, if any, and which the Bank
reasonably believes to be genuine, or (ii) the validity or invalidity of
the issuance of any securities included or to be included in the Property,
the legality or illegality of the purchase of such securities, or the
propriety or impropriety of the amount paid therefor, or (iii) the
legality or illegality of the sale (or exchange) of any Property or the
propriety or impropriety of the amount for which such Property is sold (or
exchanged), nor shall the Bank be under any duty or obligation to
ascertain whether any property at any time delivered to or held by the
Bank may properly be held by or for the Fund.
(b) Collections. All collections of monies or other property in
respect, or which are to become part, of the Property shall be at the sole
risk of the Fund.
(c) Depositories. In using the facilities of a Depository, the Bank
undertakes to comply with the requirements of Rule 17f-4(d) insofar as the
same apply to a custodian, and shall be responsible for the prompt and
effective enforcement of its rights against the Depository in respect of
the property including the proper replacement of any certificated security
which has been lost, destroyed, wrongfully taken, mislaid or erroneously
delivered while in the custody of the Depository.
XIV. ADVERTISING
No printed or other matter in any language which mentions the Bank's
name other than in the context of the Bank's rights, powers or duties as
the custodian of the Fund shall be issued by the Fund or on the Fund's
behalf unless the Bank shall first have been given notice thereof.
XV. EFFECTIVE DATE; TERMINATION; SUCCESSOR; DISSOLUTION
(a) Effective date. This Agreement shall become effective as of the
date entered in the final paragraph of this Agreement and shall continue
in effect until terminated in the manner set forth below.
(b) Termination. Either party to this Agreement may terminate this
Agreement, without penalty, upon at least two weeks' prior written notice
to the other. The effective date of such notice shall be specified in
such notice, except that, at the option of the party receiving the notice
of termination, the effective date of termination may be postponed, by
notice (given prior to the effective date specified in the termination
notice) to the other party, to a date not more than sixty days from the
date of the notice of termination, provided that the Fund shall have no
right so to postpone the effective date of termination if the Fund is at
the time in default under the provisions of Section XIV.
(c) Successor custodian. The Bank shall, in the event of such
termination, deliver the Property, or cause it to be delivered, to any new
custodian which may be designated in Instructions received by the Bank.
(d) Successor custodian not available. In the event that no new
custodian can be found by the Fund at the time of termination of this
Agreement, the Fund shall, before authorizing the delivery of the Property
to anyone other than a successor custodian, submit to its shareholders the
question of whether the Fund shall be liquidated or shall function without
a custodian. The Bank shall, pending the finding of such a new custodian,
the dissolution of the Fund or the decision of the Fund's shareholders
that the Fund shall function without a custodian, continue to hold the
Property in safekeeping subject to the terms of this Agreement, but the
Bank will not carry out any transaction requiring Instructions, the
Instructions with respect to which are received by the Bank subsequent to
the effective date of the termination of this Agreement, or issue any
advice provided for by Section VII or any statement provided for by
Section X, provided that, upon its receipt of Instructions to do so, the
Bank will deliver the Property to a new custodian (which shall be a
person, firm or corporation having aggregate capital, surplus and
undivided profits of at least $2,000,000 as shown by its last published
report, and meeting such other requirements as may be imposed by
applicable law), distribute the Property (after liquidating any part of
the Property which does not consist of cash, if such Instructions so
order) upon dissolution of the Fund or deliver the Property to any other
person if the Fund's shareholders have decided that the Fund shall
function without a custodian. The Bank shall not be liable to the Fund
or any third party on account of any incidents or omissions occurring
during such period of safekeeping except those arising through the Bank's
own willful misconduct or negligence.
(e) Dissolution; no successor custodian. Upon its receipt of
Instructions to do so, the Bank shall distribute the Property (after
liquidating any part of the Property which does not consist of cash, if
such Instructions so order) upon dissolution of the Fund or deliver the
Property to any person who is to take the place of the Fund's custodian
if the Fund's shareholders have decided that the Fund shall function
without a custodian, provided, in either case, that such Instructions
shall be accompanied by a certified copy of the minutes of the meeting of
the Fund's shareholders at which the same was approved.
XVI. NOTICES
All notices and other communications, including Instructions
(collectively referred to as "Notices" in this Section XVI), hereunder
shall be in writing or by tested telegram, cable or Telex. Notices shall
be addressed (i) if to the Bank, at the Bank's address set forth at the
head of this Agreement, marked for the attention of the Custodian Services
Department (or its successor, referred to in Section VII(a)), (ii) if to
the Fund, at the address of the Fund set forth at the head of this
Agreement, or (iii) if to either of the foregoing, at such other address
as shall have been notified to the sender of any such Notice or other
communication. If the location of the sender of a Notice and the address
of the addressee thereof are, at the time of sending, more than 100 miles
apart, the Notice shall be sent by airmail, in which case it shall be
deemed given three days after it is sent, or by tested telegram, cable or
Telex, in which case it shall be deemed given immediately, and, if the
location of the sender of a Notice and the address of the addressee
thereof are, at time of sending, not more than 100 miles apart, the Notice
may be sent by first-class mail, in which case it shall be deemed given
two days after it is sent, or by messenger, in which case it shall be
deemed given on the day it is delivered, or by tested telegram or Telex,
in which case it shall be deemed given immediately, provided that the Bank
shall in no event be liable in respect of any delay in its actual receipt
of any Notice. All postage, cable, telegraph and Telex charges arising
from the Sending of a Notice hereunder shall be paid by the sender.
XVII. DEPOSITORIES; ASTRA
The Fund authorizes the Bank, for any securities held hereunder, to
use the services of any United States central securities depository
permitted to perform such services for registered investment companies and
their custodians under Rule 17f-4 under the Act ("System"), the use of
which is subject to the terms and conditions of this Section XVII.
The terms of the use of any System under this Agreement shall be
governed by the terms and conditions of Rule 17f-4 under the Investment
Company Act of 1940, to which terms and conditions the parties hereto
agree as if set forth in full in this Agreement. The parties also agree
that such terms and conditions shall supersede any conflicting provisions
of this Agreement. Nothing herein shall be deemed to require that the
Custodian ascertain, as a condition to the use of any System, that any
required action has been taken by the Board of Trustees of the Fund.
If and to the extent that a System permits the withdrawal of a
security from that System in certificate form and the Fund requires a
certificate for making a loan or otherwise, the Bank shall take all
necessary and appropriate action to obtain such certificate upon receipt
of an officer's certificate requesting the same.
The liability of the Bank to the Fund in connection with the use of
any System shall be subject to the provisions of Section XIII of this
Agreement.
The Bank agrees that it will effectively enforce such rights as it
may have against any System and will use its best efforts, and will
enforce any such rights as it may have against any System, to require that
such System shall take all appropriate and necessary steps to obtain
replacement of any certificated security in such System which has been
lost, apparently destroyed, wrongfully taken, mislaid or erroneously
delivered while in the custody of the System.
The Fund can have dial-up access to its own custodian account in the
Bank's computerized accounting system (the "ASTRA System") in order to:
(i) accept or reject executed securities transactions (other than in
foreign securities) as submitted for confirmation by brokers and dealers
through the Institutional Delivery ("ID") System of Depository Trust
Company ("DTC") in which the Bank is a participant; and (ii) issue
instructions for the settlement of accepted transactions by the Bank
(through the ID System of DTC or otherwise) pursuant to the terms of this
Agreement.
1. The Bank will provide such current instructions and password as
may be necessary for the Fund to have dial-up access to its own custody
account in the ASTRA System, which instructions and password, including
any changed instructions or password, will be delivered personally or by
certified mail, return receipt requested, to such officer(s) of the Fund
as may, from time to time, be designated in a written instruction given
by the Fund in accordance with Article V of this Agreement and signed by
the Secretary, Assistant Secretary or Treasurer of the Fund.
2. The Bank will change such instructions or password as frequently
as may reasonably be requested by the Fund for security reasons.
3. The Bank is obligated and authorized to act and rely upon any
instructions received by it through the ASTRA System, as fully as in the
case of instructions given pursuant to Article V of this Agreement,
regardless of whether such instructions have been authorized by the Fund,
provided that such instructions are accompanied by the code password and
account identification information furnished, from time to time, by the
Bank to the Fund as hereinabove provided. Any such instructions received
by the Bank through the ASTRA System will be considered "Instructions" for
all purposes under this Agreement, including without limitation the
indemnification provisions of Article XII hereof.
4. Both the Fund and the Bank will keep for at least five years and
produce on request, in machine readable form, copies of any instructions
sent or received pursuant to the provisions hereof.
XVIII. MISCELLANEOUS
(a) Amendments, etc. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the party
against which enforcement of such change or waiver is sought. The
headings in this Agreement are for convenience of reference only, are not
a part of this Agreement and shall be disregarded in connection with any
interpretation of all or any part of this Agreement.
(b) Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings, relating to the subject matter hereof,
provided that the parties hereto may embody in one or more separate
documents their agreement, if any, with respect to delegated and/or oral
Instructions.
(c) Successors and assigns; assignment. All terms of this Agreement
shall be binding upon the respective successors and assigns of the parties
hereto, the Fund's management company (if any) and the Fund's shareholders
and shall inure to the benefit of and be enforceable by the parties hereto
and their respective successors and assigns, provided that this Agreement
shall not be assignable in whole or in part by either party hereto without
the written consent of the other party hereto.
(d) Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original but all
of which, taken together, shall constitute one and the same Agreement.
(e) Disclaimer of Shareholder Liability. The Bank understands that
the obligations of the Fund under this Agreement are not binding upon any
trustee or shareholder of the Fund personally, but bind only the Fund and
the Fund's property. The Bank represents that it has notice of the
provisions of the Declaration of Trust of the Fund disclaiming shareholder
liability for acts or obligations of the Fund.
(f) Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of New York.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by the hands of their signatories thereunto duly authorized
as of the 22nd day of December, 1988.
CITIBANK, N.A.
By: /s/ Reginald Monachino
______________________________
Reginald Monachino
Reginald Monachino, Vice President
__________________________________
(Name and Title)
CENTENNIAL NEW YORK TAX EXEMPT TRUST
By: /s/ Robert G. Galli
_______________________________
Robert G. Galli, Vice President
CUSTODY\780
Exhibit 24(b)(10)
September 22, 1987
The Board of Trustees
Centennial New York Tax Exempt Trust
Two World Trade Center
New York, N.Y. 10048-0669
Dear Sirs:
In connection with the proposed public offering of shares of
beneficial interest in Centennial New York Tax Exempt Trust (the "Fund"),
we have examined such records and documents and have made such further
investigations and examinations as we deemed necessary for the purpose of
this opinion.
It is our opinion that the Fund is a business trust duly organized
and validly existing under the laws of the Commonwealth of Massachusetts
and that an indefinite number of shares of the Fund covered by the Fund's
Registration Statement as amended on Form N-1A, (SEC Reg. No. 33-22293)
( the "Registration Statement"), when issued and paid for in accordance
with the terms of the offering, as set forth in the Prospectus and
Statement of Additional Information forming a part of the Registration
Statement, legally issued, fully paid and non-assessable by the Fund to
the extent set forth in the Registration Statement.
We hereby consent to the filing of this opinion as an Exhibit to the
said Registration Statement and to the reference to us in the Prospectus
and Statement of Additional Information forming a part thereof. We also
consent to the filing of this opinion with the authorities administering
the "Blue Sky" or securities law of any jurisdiction in connection with
the registration or qualification under such law of the Fund's shares.
Very truly yours,
/s/
------------------------------
Gordon Hurwitz Butowsky Weitzen
Shalov & Wein
OPINION\780
Exhibit 24(b)(13)
December 5, 1988
The Board of Trustees
Centennial New York Tax Exempt Trust
Two World Trade Center
New York, N.Y. 10048-0669
To the Board of Trustees:
Oppenheimer Management Corporation ("OMC") herewith purchase 100,000
shares of Centennial New York Tax Exempt Trust (the "Fund") for an
aggregated purchase of $100,000.
In connection with such purchase, OMC represents that such purchase
is made for investment purposes by OMC without any present intention of
redeeming or selling such shares; and furthermore that OMC agrees to
advance the start-up expenses of the Fund and in that regard agrees that
such advances for such start-up expenses shall be reimbursed to OMC by the
Fund over a five-year period that commences on the effective date of the
Fund's initial prospectus; provided, however, that if any of the above-
referenced shares of the Fund purchased by OMC are redeemed during the
five-year period in which such expenses are amortized by the Fund, OMC
will reimburse the Fund for any unamortized organization expenses in the
same proportion as the number of shares redeemed bears to the number of
initial shares remaining at the time of such redemption.
Very truly yours,
OPPENHEIMER MANAGEMENT CORPORATION
By: /s/ Robert G. Galli
_____________________________
Robert G. Galli
Executive Vice President
OPINION\7802
<PAGE>
Centennial New York Tax Exempt Trust
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
1. YIELD AND EFFECTIVE YIELD FOR 7-DAY PERIOD ENDED 06/30/94:
Calculations of the Fund's "Yield" and "Compounded Effective Yield"
set forth in the section entitled "Yield Information" in the
Statement of Additional Information were made as follows:
Date Daily Accrual Per Share (in $)
06/24/94 $0.0000510
06/25/94 0.0000511
06/26/94 0.0000511
06/27/94 0.0000511
06/28/94 0.0000527
06/29/94 0.0000492
06/30/94 0.0000464
Seven Day
Total: $0.0003526
Current Yield: $0.0003526 / 7 * 365 = 1.84%
365/7
Effective Yield: ( $0.0003526 + 1) - 1 = 1.86%
<PAGE>
Centennial New York Tax Exempt Trust
Page 2
2. TAX EQUIVALENT CURRENT AND EFFECTIVE YIELDS FOR THE 7-DAY PERIOD
ENDED 06/30/94:
The Fund's current tax equivalent yield is calculated using the
following formula:
[ a / (1 - c)] + b = Tax Equivalent Yield
The symbols above represent the following factors:
a = 7-day current yield of tax-exempt security positions in the
portfolio.
b = 7-day current yield of taxable security positions in the
portfolio.
c = Combined stated tax rate (e.g., federal, state and New York City
income tax rates for an individual in the 39.6% federal tax
bracket filing singly).
Example: 0.0184 / ( 1 - .4705 ) ] + 0 = 3.47%
The Fund's effective tax equivalent yield is calculated using the
following formula:
[a / ( 1 - c )] + b = Tax Equivalent Yield
The symbols above represent the following factors:
a = 7-day effective yield of tax-exempt security positions in the
portfolio.
b = 7-day effective yield of taxable security positions in the
portfolio.
c = Combined stated tax rate (e.g., federal, state and New York City
income tax rates for an individual in the 39.6% federal tax
bracket filing singly).
Example: 0.0186 / ( 1 - .4705 ) ] + 0 = 3.51%
<PAGE>
Centennial New York Tax Exempt Trust
Page 3
3. TAX EQUIVALENT CURRENT AND EFFECTIVE YIELDS FOR THE 30-DAY PERIOD
ENDED 06/30/94:
The Fund's current tax equivalent yield is calculated using the
following formula:
[ a / ( 1 - c ) ] + b = Tax Equivalent Yield
The symbols above represent the following factors:
a = 30-day current yield of tax-exempt security positions in the
portfolio.
b = 30-day current yield of taxable security positions in the
portfolio.
c = Combined stated tax rate (e.g., federal, state and New York City
income tax rates for an individual in the 39.6% federal tax
bracket filing singly).
Example: [0.0168 / ( 1 - .4705 ) ] + 0 = 3.17%
The Fund's effective tax equivalent yield is calculated using the
following formula:
[ a / ( 1 - c ) ] + b = Tax Equivalent Yield
The symbols above represent the following factors:
a = 30-day effective yield of tax-exempt security positions in the
portfolio.
b = 30-day effective yield of taxable security positions in the
portfolio.
c = Combined stated tax rate (e.g., federal, state and New York City
income tax rates for an individual in the 39.6% federal tax
bracket filing singly).
Example: [0.0169 / ( 1 - .4705 ) ] + 0 = 3.19%
<PAGE>
Centennial New York Tax Exempt Trust
Page 4
Combined Stated Tax Rate Formula
1 - {(1-d)(1-[e+f])} = Combined Stated Tax Rate
The symbols above represent the following factors:
d = Stated federal tax rate (e.g., federal income tax rate for an
individual in the 39.6% federal tax bracket filing singly)
e = Stated New York State tax rate (e.g., for an individual in the
39.6% federal and 7.875% state tax bracket filing singly).
f = Stated New York City tax rate (e.g., for an individual in the
39.6% federal and 4.46% City tax bracket filing singly).
Example: 1 - {(1 - .3960)(1 - [.07875 + .0446])} = 47.05%
prosp\780perf
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000837278
<NAME> CENTENNIAL NEW YORK TAX-EXEMPT TRUST
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1994
<PERIOD-START> JUL-01-1993
<PERIOD-END> JUN-30-1994
<INVESTMENTS-AT-COST> 26410199
<INVESTMENTS-AT-VALUE> 26410199
<RECEIVABLES> 130723
<ASSETS-OTHER> 7320
<OTHER-ITEMS-ASSETS> 260132
<TOTAL-ASSETS> 26808374
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 289472
<TOTAL-LIABILITIES> 289472
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 26518166
<SHARES-COMMON-STOCK> 26518166
<SHARES-COMMON-PRIOR> 24994342
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 736
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 26518902
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 626536
<OTHER-INCOME> 0
<EXPENSES-NET> 203274
<NET-INVESTMENT-INCOME> 423262
<REALIZED-GAINS-CURRENT> 1817
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 425079
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 423702
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 75789053
<NUMBER-OF-SHARES-REDEEMED> 74670841
<SHARES-REINVESTED> 405612
<NET-CHANGE-IN-ASSETS> 1525201
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (641)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 127154
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 258863
<AVERAGE-NET-ASSETS> 25419000
<PER-SHARE-NAV-BEGIN> 1.0
<PER-SHARE-NII> .02
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .02
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
