Registration No. 2-65245
File No. 811-5051
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 [X]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. 33 [X]
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
Amendment No. 35 [X]
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CENTENNIAL MONEY MARKET TRUST
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(Exact Name of Registrant as Specified in Charter)
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6803 South Tucson Way, Englewood, Colorado 80112
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(Address of Principal Executive Offices) (Zip Code)
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1-800-525-9310
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(Registrant's Telephone Number, including Area Code)
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Andrew J. Donohue, Esq.
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OppenheimerFunds, Inc.
6803 South Tucson Way, Englewood, Colorado 80112
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(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 October 26, 2001 pursuant to paragraph (b)
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[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On _______________pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On _______________ pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Centennial Money Market Trust
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Prospectus dated November 1, 2001 Centennial Money Market Trust is a
money market mutual fund. It seeks
the maximum current income that is
consistent with low capital risk and
maintaining liquidity. The Trust
invests in short-term, high-quality
"money market" instruments.
This Prospectus contains important
information about the Trust's
objective, its investment policies,
strategies and risks. It also
contains important information about
how to buy and sell shares of the
Trust and other account features.
As with all mutual funds, the Please read this Prospectus carefully
Securities and Exchange Commission has before you invest and keep it for
not approved or disapproved the Trust's future reference about your account.
securities nor has it determined that
this Prospectus is accurate or
complete. It is a criminal offense to
represent otherwise.
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CONTENTS
A B O U T T H E T R U S T
The Trust's Investment Objective and Strategies
Main Risks of Investing in the Trust
The Trust's Past Performance
Fees and Expenses of the Trust
About the Trust's Investments
I N V E S T I N G I N T H E T R U S T S
This section applies to the prospectuses of Centennial
Money Market Trust, Centennial Tax Exempt Trust and
Centennial Government Trust
How the Trusts are Managed
How to Buy Shares
Automatic Purchase and Redemption Programs
Direct Shareholders
How to Sell Shares
Automatic Purchase and Redemption Programs
Direct Shareholders
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends and Tax Information
Financial Highlights
A B O U T T H E T R U S T
The Trust's Investment Objective and Strategies
WHAT IS THE TRUST'S INVESTMENT OBJECTIVE? The Trust seeks the maximum
current income that is consistent with low capital risk and the maintenance
of liquidity.
WHAT DOES THE TRUST MAINLY INVEST IN? The Trust is a money market fund. It
invests in a variety of high-quality money market instruments to seek
income. Money market instruments are short-term, U.S. dollar denominated
debt instruments issued by the U.S. government, domestic and foreign
corporations and financial institutions and other entities. They include,
for example, bank obligations, repurchase agreements, commercial paper, other
corporate debt obligations and government debt obligations. To be considered
"high-quality," generally they must be rated in one of the two highest
credit-quality categories for short-term securities by nationally recognized
rating services. If unrated, a security must be determined by the Trust's
investment manager to be of comparable quality to rated securities.
WHO IS THE TRUST DESIGNED FOR? The Trust is designed for investors who are
seeking to earn income at current money market rates while preserving the
value of their investment, because the Trust tries to keep its share price
stable at $1.00. Income on money market instruments tends to be lower than
income on longer-term debt securities, so the Trust's yield will likely be
lower than the yield on longer-term fixed income funds. The Trust does not
invest for the purpose of seeking capital appreciation or gains and is not a
complete investment program.
Main Risks of Investing in the Trust
All investments carry risks to some degree. Funds that invest in debt
obligations for income may be subject to credit risks and interest rate
risks. There are risks that any of the Trust's holdings could have its credit
rating downgraded, or the issuer could default, or that interest rates could
rise sharply, causing the value of the Trust's securities (and its share
price) to fall. As a result, there is a risk that the Trust's shares could
fall below $1.00 per share. If there is a high redemption demand for the
Trust's shares that was not anticipated, portfolio securities might have to
be sold prior to their maturity at a loss. Also, there is the risk that the
value of your investment could be eroded over time by the effects of
inflation, and that poor security selection could cause the Trust to
underperform other funds with similar objectives.
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An investment in the Trust is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
Trust seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Trust.
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The Trust's Past Performance
The bar chart and table below show how the Trust's returns may vary over
time, by showing changes in the Trust's performance from year to year for the
last ten calendar years and its average annual total returns for the 1-, 5-
and 10- year periods. Variability of returns is one measure of the risks of
investing in a money market fund. The Trust's past investment performance
does not predict how the Trust will perform in the future.
Annual Total Returns (as of 12/31 each year)
[See appendix to prospectus for annual total return data for bar chart.]
For the period from 1/1/01 through 9/30/01 the cumulative total return (not
annualized) was 3.15%.
During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 1.57% (1st Q 91) and the lowest return (not
annualized) for a calendar quarter was 0.65% (1st and 2nd Q 93).
Average Annual Total Returns
for the periods ended December 31, 1 Year 5 Years 10 Years
2000
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Centennial Money Market Trust 5.95% 5.16% 4.70%
(inception 9/8/81)
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The returns in the table measure the performance of a hypothetical account
and assume that all dividends have been reinvested in additional shares.
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The total returns are not the Trust's current yield. The Trust's yield more
closely reflects the Trust's current earnings. To obtain the Trust's
current 7-day yield, please call the Transfer Agent toll-free at
1.800.525.9310.
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Fees and Expenses of the Trust
The Trust pays a variety of expenses directly for management of its assets,
administration and other services. Those expenses are subtracted from the
Trust's assets to calculate the Trust's net asset value per share. All
shareholders therefore pay those expenses indirectly. The following tables
are meant to help you understand the fees and expenses you may pay if you buy
and hold shares of the Trust. The numbers below are based upon the Trust's
expenses during its fiscal year ended June 30, 2001.
SHAREHOLDER FEES. The Trust does not charge any initial sales charge to buy
shares or to reinvest dividends. There are no exchange fees or redemption
fees and no contingent deferred sales charges (unless you buy Trust shares by
exchanging Class A shares of other eligible funds that were purchased subject
to a contingent deferred sales charge, as described in "How to Sell Shares").
Annual Trust Operating Expenses (deducted from Trust assets):
(% of average daily net assets)
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Management Fees 0.33%
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Distribution and/or Service (12b-1) Fees 0.20%
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Other Expenses 0.14%
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Total Annual Operating Expenses 0.67%
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"Other expenses" in the table include transfer agent fees, custodial fees,
and accounting and legal expenses the Trust pays.
EXAMPLE. The following example is intended to help you compare the cost of
investing in the Trust with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in shares of the Trust for the time
periods indicated and reinvest your dividends and distributions. The example
also assumes that your investment has a 5% return each year and that the
Trust's operating expenses remain the same. Your actual costs may be higher
or lower, because expenses will vary over time. Based on these assumptions
your expenses would be as follows, whether or not you redeem your investment
at the end of each period:
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1 year 3 years 5 years 10 years
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$68 $214 $373 $835
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About the Trust's Investments
THE TRUST'S PRINCIPAL INVESTMENT POLICIES. The Trust invests in money market
instruments meeting quality, maturity and diversification standards
established by its Board of Trustees as well as rules that apply to money
market funds under the Investment Company Act. The Statement of Additional
Information contains more detailed information about the Trust's investment
policies and risks.
The Trust's investment manager, Centennial Asset Management
Corporation, (referred to in this Prospectus as the Manager) tries to reduce
risks by diversifying investments and by carefully researching securities
before they are purchased. The rate of the Trust's income will vary from day
to day, generally reflecting changes in overall short-term interest rates.
There is no assurance that the Trust will achieve its investment objective.
What Does the Trust Invest In? Money market instruments are high-quality,
short-term debt instruments. They may have fixed, variable or floating
interest rates. All of the Trust's money market instruments must meet
the special diversification, quality and maturity requirements set
under the Investment Company Act and the special procedures set by the
Board described briefly below. The following is a brief description of
the types of money market instruments the Trust can invest in.
o U.S. Government Securities. The Trust invests in obligations issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities. Some are direct obligations of the U.S. Treasury,
such as Treasury bills, notes and bonds, and are supported by the full
faith and credit of the United States. Other U.S. government
securities, such as pass-through certificates issued by the Government
National Mortgage Association (Ginnie Mae), are also supported by the
full faith and credit of the U.S. government. Some government
securities, agencies or instrumentalities of the U.S. government are
supported by the right of the issuer to borrow from the U.S. Treasury,
such as securities of the Federal National Mortgage Corporation (Fannie
Mae). Others may be supported only by the credit of the
instrumentality, such as obligations of the Federal Home Loan Mortgage
Corporation (Freddie Mac).
o Bank Obligations. The Trust can buy time deposits, certificates of
deposit and bankers' acceptances. These obligations must be
denominated in U.S. dollars, even if issued by a foreign bank.
o Commercial Paper. Commercial paper is a short-term, unsecured
promissory note of a domestic or foreign company or other financial
firm. The Trust may buy commercial paper only if it matures in nine
months or less from the date of purchase.
o Corporate Debt Obligations. The Trust can invest in other short-term
corporate debt obligations. Please see "What Standards Apply to the
Trust's Investment?" below for more details.
o Other Money Market Instruments. The Trust can invest in money market
obligations other than those listed above if they are subject to
repurchase agreements or guaranteed as to their principal and interest
by a corporation whose commercial paper may be purchased by the Trust
or by a domestic bank. The bank must meet credit criteria set by the
Board.
Additionally, the Trust can buy other money market instruments that the
Manager approves under procedures adopted by the Board of Trustees from time
to time. They must be U.S. dollar-denominated short-term investments that
the Manager must determine to have minimal credit risks.
Currently, the Board has approved the purchase of dollar-denominated
obligations of foreign banks payable in the U.S. or in London, England,
floating or variable rate demand notes, asset-backed securities, and bank
loan participation agreements. Their purchase may be subject to restrictions
adopted by the Board from time to time.
What Standards Apply to the Trust's Investments? Money market instruments are
subject to credit risk, the risk that the issuer might not make timely
payments of interest on the security or repay principal when it is
due. The Trust can buy only those instruments that meet standards set
by the Investment Company Act for money market funds and procedures
adopted by the Board of Trustees. The Trust's Board of Trustees has
adopted procedures to evaluate securities for the Trust's portfolio and
the Manager has the responsibility to implement those procedures when
selecting investments for the Trust.
In general, the Trust buys only high-quality investments that the Manager
believes present minimal credit risk at the time of purchase. "High-quality"
investments are:
o rated in one of the two highest short-term rating categories of two
national rating organizations, or
o rated by one rating organization in one of its two highest rating
categories (if only one rating organization has rated the investment),
or
o unrated investments that the Manager determines are comparable in
quality to the two highest rating categories.
The procedures also limit the amount of the Trust's assets that can be
invested in the securities of any one issuer (other than the U.S.
government, its agencies and instrumentalities), to spread the Trust's
investment risks. No security's maturity will exceed the maximum time
permitted under Rule 2a-7 (currently 397 days). Finally, the Trust
must maintain a dollar-weighted average portfolio maturity of not more
than 90 days, to reduce interest rate risks.
Can the Trust's Investment Objective and Policies Change? The Trust's Board
of Trustees can change non-fundamental policies without shareholder
approval, although significant changes will be described in amendments
to this Prospectus. Fundamental policies cannot be changed without the
approval of a majority of the Trust's outstanding voting shares. The
Trust's investment objective is a fundamental policy. Some investment
restrictions that are fundamental policies are listed in the Statement
of Additional Information. An investment policy is not fundamental
unless this Prospectus or the Statement of Additional Information says
that it is.
OTHER INVESTMENT STRATEGIES. To seek its objective, the Trust can use the
investment techniques and strategies described below. The Trust might not
always use all of them. These techniques have risks. The Statement of
Additional Information contains more information about some of these
practices, including limitations on their use that are designed to reduce the
overall risks.
Floating Rate/Variable Rate Notes. The Trust can purchase investments with
floating or variable interest rates. Variable rates are adjustable at
stated periodic intervals. Floating rates are adjusted automatically
according to a specified market rate or benchmark for such investments,
such as the prime rate of a bank. If the maturity of an investment is
greater than the maximum time permitted under Rule 2a-7 (currently 397
days), it can be purchased if it has a demand feature. That feature
must permit the Trust to recover the principal amount of the investment
on not more than 30 days' notice at any time, or at specified times not
exceeding the maximum time permitted under Rule 2a-7.
Asset-Backed Securities. The Trust can invest in asset-backed securities.
These are fractional interests in pools of consumer loans and other
trade receivables, which are the obligations of a number of different
parties. The income from the underlying pool is passed through to
investors, such as the Trust. These investments might be supported by
a credit enhancement, such as a letter of credit, a guarantee or a
preference right. However, the credit enhancement generally applies
only to a fraction of the security's value. If the issuer of the
security has no security interest in the related collateral, there is
the risk that the Trust could lose money if the issuer defaults.
Repurchase Agreements. The Trust can enter into repurchase agreements. In a
repurchase transaction, the Trust buys a security and simultaneously
sells it to the vendor for delivery at a future date. Repurchase
agreements must be fully collateralized. However, if the vendor fails
to pay the resale price on the delivery date, the Trust may incur costs
in disposing of the collateral and may experience losses if there is
any delay in its ability to do so. The Trust will not enter into
repurchase transactions that will cause more than 10% of the Trust's
net assets to be subject to repurchase agreements having a maturity
beyond seven days. There is no limit on the amount of the Trust's net
assets that may be subject to repurchase agreements of seven days or
less.
Illiquid and Restricted Securities. Investments may be illiquid because they
do not have an active trading market, making it difficult to value them
or dispose of them promptly at an acceptable price. A restricted
security is one that has a contractual limit on resale or which cannot
be sold publicly until it is registered under federal securities laws.
The Trust will not invest more than 10% of its net assets in illiquid
or restricted securities. That limit does not apply to certain
restricted securities that are eligible for resale to qualified
institutional purchasers or purchases of commercial paper that may be
sold without registration under the federal securities laws. The Trust
may invest up to 25% of its net assets in restricted securities,
subject to the 10% limit on illiquid securities and restricted
securities other than those sold to qualified institutional
purchasers. The Manager monitors holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain
adequate liquidity. Difficulty in selling a security may result in a
loss to the Trust or additional costs.
I N V E S T I N G I N T H E T R U S T S
The information below applies to Centennial Money Market Trust, Centennial
Tax Exempt Trust and Centennial Government Trust. Each is referred to as a
"Trust" and they are collectively referred to as the "Trusts." Unless
otherwise indicated, this information applies to each Trust.
How the Trusts are Managed
THE MANAGER. The investment advisor for the Trusts is the Manager, Centennial
Asset Management Corporation, a wholly owned subsidiary of OppenheimerFunds,
Inc. The Manager chooses each of the Trust's investments and handles its
day-to-day business. The Manager carries out its duties subject to the
policies established by the Trust's Board of Trustees, under an investment
advisory agreement with each Trust that states the Manager's
responsibilities. The agreement sets the fees the Trust pays to the Manager
and describes the expenses that the Trust is responsible to pay to conduct
its business.
The Manager has been an investment advisor since 1978. The Manager and
its affiliates managed assets of more than $115 billion as of September 30,
2001, including more than 65 funds having more than 5 million shareholder
accounts. The Manager is located at 6803 South Tucson Way, Englewood,
Colorado 80112.
Portfolio Managers. The portfolio managers of the Trusts are the persons
principally responsible for the day-to-day management of the Trusts'
portfolios. The portfolio managers of Centennial Money Market Trust
and Centennial Government Trust are Carol E. Wolf and Barry D. Weiss.
Ms. Wolf has had this responsibility since November 1988 and Mr. Weiss,
since August 2001. Ms. Wolf is a Senior Vice President of the Manager
and Mr. Weiss is a Vice President, and each is an officer and portfolio
manager of other funds for which the Manager or an affiliate serves as
investment advisor. The portfolio manager of Centennial Tax Exempt
Trust is Michael Carbuto (since October 1987). Mr. Carbuto is a Vice
President of OppenheimerFunds, Inc. and is an officer and portfolio
manager of other funds for which the Manager or an affiliate serves as
investment advisor.
Advisory Fees. Under each investment advisory agreement, a Trust pays the
Manager an advisory fee at an annual rate that declines on additional
assets as the Trust grows. That fee is computed on the average annual
net assets of the respective Trust as of the close of each business
day.
o Centennial Money Market Trust. The annual management fee rates are:
0.500% of the first $250 million of the Trust's net assets; 0.475% of
the next $250 million; 0.450% of the next $250 million; 0.425% of the
next $250 million; 0.400% of the next $250 million; 0.375% of the next
$250 million; 0.350% of the next $500 million; and 0.325% of net assets
in excess of $2 billion. In the agreement, the Manager guarantees that
the Trust's total expenses in any fiscal year, exclusive of taxes,
interest and brokerage commissions, and extraordinary expenses such as
litigation costs, shall not exceed the lesser of (1) 1.5% of the
average annual net assets of the Trust up to $30 million and 1% of its
average annual net assets in excess of $30 million; or (2) 25% of the
total annual investment income of the Trust. Centennial Money Market
Trust's management fee for its fiscal year ended June 30, 2001 was
0.33% of the Trust's average annual net assets.
o Centennial Government Trust. The annual management fee rates are:
0.500% of the first $250 million of the Trust's net assets; 0.475% of
the next $250 million; 0.450% of the next $250 million; 0.425% of the
next $250 million; 0.400% of the next $250 million; 0.375% of the next
$250 million; and 0.350% of net assets in excess of $1.5 billion. The
Manager has made the same guarantee to Centennial Government Trust
regarding expenses as described above for Centennial Money Market
Trust. The Trust's management fee for its fiscal year ended June 30,
2001 was 0.44% of the Trust's average annual net assets.
o Centennial Tax Exempt Trust. The annual management fee rates
applicable to the Trust are as follows: 0.500% of the first $250
million of the Trust's net assets; 0.475% of the next $250 million;
0.450% of the next $250 million; 0.425% of the next $250 million;
0.400% of the next $250 million; 0.375% of the next $250 million;
0.350% of the next $500 million; and 0.325% of net assets in excess of
$2 billion. Under the agreement, when the value of the Trust's net
assets is less than $1.5 billion, the annual fee payable to the Manager
shall be reduced by $100,000 based on average net assets computed daily
and paid monthly at the annual rates. However, the annual fee cannot
be less than $0. The Trust's management fee for its fiscal year ended
June 30, 2001 was 0.42% of the Trust's average annual net assets.
How to Buy Shares
AT WHAT PRICE ARE SHARES SOLD? Shares of each Trust are sold at their
offering price, which is the net asset value per share without any sales
charge. The net asset value per share will normally remain fixed at $1.00
per share. However, there is no guarantee that a Trust will maintain a
stable net asset value of $1.00 per share.
The offering price that applies to a purchase order is based on the
next calculation of the net asset value per share that is made after the
Distributor or the Sub-Distributor (OppenheimerFunds Distributor, Inc.)
receives the purchase order at its offices in Colorado, or after any agent
appointed by the Sub-Distributor receives the order and sends it to the
Sub-Distributor as described below.
How is a Trust's Net Asset Value Determined? The net asset value of shares
of each Trust is determined twice each day, at 12:00 Noon and at 4:00
P.M., on each day The New York Stock Exchange is open for trading
(referred to in this Prospectus as a "regular business day"). All
references to time in this Prospectus mean "New York time."
The net asset value per share is determined by dividing the value of a
Trust's net assets by the number of shares that are outstanding. Under a
policy adopted by the Board of Trustees of the Trusts, each Trust uses the
amortized cost method to value its securities to determine net asset value.
The shares of each Trust offered by this Prospectus are considered to
be Class A shares for the purposes of exchanging them or reinvesting
distributions among other eligible funds that offer more than one class of
shares.
HOW MUCH MUST YOU INVEST? You can open an account with a minimum initial
investment described below, depending on how you buy and pay for your
shares. You can make additional purchases at any time with as little as
$25. The minimum investment requirements do not apply to reinvesting
distributions from the Trust or other eligible funds (a list of them appears
in the Statement of Additional Information, or you can ask your broker-dealer
or call the Transfer Agent) or reinvesting distributions from unit investment
trusts that have made arrangements with the Distributor.
HOW ARE SHARES PURCHASED? You can buy shares in one of several ways:
Buying Shares Through a Broker-Dealer's Automatic Purchase and Redemption
Program. You can buy shares of a Trust through a broker-dealer that
has a sales agreement with the Trust's Distributor or Sub-Distributor
that allows shares to be purchased through the broker-dealer's
Automatic Purchase and Redemption Program. Shares of each Trust are
sold mainly to customers of participating broker-dealers that offer the
Trusts' shares under these special purchase programs. If you
participate in an Automatic Purchase and Redemption Program established
by your broker-dealer, your broker-dealer buys shares of the Trust for
your account with the broker-dealer. Program participants should also
read the description of the program provided by their broker-dealer.
Buying Shares Through Your Broker-Dealer. If you do not participate in an
Automatic Purchase and Redemption Program, you can buy shares of a
Trust through any broker-dealer that has a sales agreement with the
Distributor or Sub-Distributor. Your broker-dealer will place your
order with the Distributor on your behalf.
Buying Shares Directly Through the Sub-Distributor. You can also purchase
shares directly through the Trust's Sub-Distributor. Shareholders who
make purchases directly and hold shares in their own names are referred
to as "direct shareholders" in this Prospectus.
The Sub-Distributor may appoint certain servicing agents to accept
purchase (and redemption) orders, including broker-dealers that have
established Automatic Purchase and Redemption Programs. The Distributor or
Sub-Distributor, in their sole discretion, may reject any purchase order for
shares of a Trust.
AUTOMATIC PURCHASE AND REDEMPTION PROGRAM. If you buy shares of a Trust
through your broker-dealer's Automatic Purchase and Redemption Program, your
broker-dealer will buy your shares for your Program Account and will hold
your shares in your broker-dealer's name. These purchases will be made under
the procedures described in "Guaranteed Payment Procedures" below. Your
Automatic Purchase and Redemption Program Account may have minimum investment
requirements established by your broker-dealer. You should direct all
questions about your Automatic Purchase and Redemption Program to your
broker-dealer, because the Trusts' Transfer Agent does not have access to
information about your account under that Program.
Guaranteed Payment Procedures. Some broker-dealers may have arrangements
with the Distributor to enable them to place purchase orders for shares
of a Trust and to guarantee that the Trust's custodian bank will
receive Federal Funds to pay for the shares prior to specified times.
Broker-dealers whose clients participate in Automatic Purchase and
Redemption Programs may use these guaranteed payment procedures to pay
for purchases of shares of a Trust.
o If the Distributor receives a purchase order before 12:00 Noon on a
regular business day with the broker-dealer's guarantee that the
Trust's custodian bank will receive payment for those shares in Federal
Funds by 2:00 P.M. on that same day, the order will be effected at the
net asset value determined at 12:00 Noon that day. Distributions will
begin to accrue on the shares on that day if the Federal Funds are
received by the required time.
o If the Distributor receives a purchase order after 12:00 Noon on a
regular business day with the broker-dealer's guarantee that the
Trust's custodian bank will receive payment for those shares in Federal
Funds by 2:00 P.M. on that same day, the order will be effected at the
net asset value determined at 4:00 P.M. that day. Distributions will
begin to accrue on the shares on that day if the Federal Funds are
received by the required time.
o If the Distributor receives a purchase order between 12:00 Noon and
4:00 P.M. on a regular business day with the broker-dealer's guarantee
that the Trust's custodian bank will receive payment for those shares
in Federal Funds by 4:00 P.M. the next regular business day, the order
will be effected at the net asset value determined at 4:00 P.M. on the
day the order is received and distributions will begin to accrue on the
shares purchased on the next regular business day if the Federal Funds
are received by the required time.
HOW CAN DIRECT SHAREHOLDERS BUY SHARES? Direct shareholders can buy shares
of a Trust by completing a Centennial Funds New Account Application and
sending it to the Sub-Distributor, OppenheimerFunds Distributor, Inc., P.O.
Box 5143, Denver, Colorado 80217. Payment must be made by check or by
Federal Funds wire as described below. If you don't list a broker-dealer on
the application, the Sub-Distributor, will act as your agent in buying the
shares. However, we recommend that you discuss your investment with a
financial advisor before you make a purchase to be sure that the Trust is
appropriate for you.
Each Trust intends to be as fully invested as possible to maximize its
yield. Therefore, newly purchased shares normally will begin to accrue
distributions after the Sub-Distributor or its agent accepts your purchase
order, starting on the business day after the Trust receives Federal Funds
from the purchase payment.
Payment by Check. Direct shareholders may pay for purchases of shares of a
Trust by check. Send your check, payable to "OppenheimerFunds
Distributor, Inc.," along with your application and other documents to
the address listed above. For initial purchases, your check should be
payable in U.S. dollars and drawn on a U.S. bank so that distributions
will begin to accrue on the next regular business day after the
Sub-Distributor accepts your purchase order. If your check is not drawn
on a U.S. bank and is not payable in U.S. dollars, the shares will not
be purchased until the Sub-Distributor is able to convert the purchase
payment to Federal Funds. In that case distributions will begin to
accrue on the purchased shares on the next regular business day after
the purchase is made. The minimum initial investment for direct
shareholders by check is $500.
Payment by Federal Funds Wire. Direct shareholders may pay for purchases of
shares of a Trust by Federal Funds wire. You must also forward your
application and other documents to the address listed above. Before
sending a wire, call the Sub-Distributor's Wire Department at
1.800.525.9310 (toll-free from within the U.S.) or 303.768.3200 (from
outside the U.S.) to notify the Sub-Distributor of the wire, and to
receive further instructions.
Distributions will begin to accrue on the purchased shares on the
purchase date that is a regular business day if the Federal Funds from your
wire and the application are received by the Sub-Distributor and accepted by
12:00 Noon. If the Sub-Distributor receives the Federal Funds from your wire
and accepts the purchase order between 12:00 Noon and 4:00 P.M. on the
purchase date, distributions will begin to accrue on the shares on the next
regular business day. The minimum investment by Federal Funds Wire is $2,500.
Buying Shares Through Automatic Investment Plans. Direct shareholders can
purchase shares of a Trust automatically each month by authorizing the
Trust's Transfer Agent to debit your account at a U.S. domestic bank or
other financial institution. Details are in the Automatic Investment
Plan Application and the Statement of Additional Information. The
minimum monthly purchase is $25.
Service (12b-1) Plans. Each Trust has adopted a service plan. It reimburses
the Distributor for a portion of its costs incurred for services
provided to accounts that hold shares of the Trust. Reimbursement is
made quarterly, or monthly depending on asset size, at an annual rate
of up to 0.20% of the average annual net assets of the Trust. The
Distributor currently uses all of those fees (together with significant
amounts from the Manager's own resources) to pay dealers, brokers,
banks and other financial institutions quarterly for providing personal
services and maintenance of accounts of their customers that hold
shares of the Trust.
Retirement Plans. Direct shareholders may buy shares of Centennial Money
Market Fund or Centennial Government Fund for a retirement plan
account. If you participate in a plan sponsored by your employer, the
plan trustee or administrator must buy the shares for your plan
account. The Sub-Distributor also offers a number of different
retirement plans that individuals and employers can use:
o Individual Retirement Accounts (IRAs). These include regular IRAs,
Roth IRAs, rollover IRAs and Education IRAs.
o SEP-IRAs. These are Simplified Employee Pensions Plan IRAs for small
business owners or self-employed individuals.
o 403(b)(7) Custodial Plans. These are tax deferred plans for employees
of eligible tax-exempt organizations, such as schools, hospitals and
charitable organizations.
o 401(k) Plans. These are special retirement plans for businesses.
o Pension and Profit-Sharing Plans. These plans are designed for
businesses and self-employed individuals.
Please call the Sub-Distributor for retirement plan documents, which
include applications and important plan information.
How to Sell Shares
You can sell (redeem) some or all of your shares on any regular business
day. Your shares will be sold at the next net asset value calculated after
your order is received in proper form (which means that it must comply with
the procedures described below) and is accepted by the Transfer Agent.
HOW CAN PROGRAM PARTICIPANTS SELL SHARES? If you participate in an Automatic
Purchase and Redemption Program sponsored by your broker-dealer, you must
redeem shares held in your Program Account by contacting your broker-dealer
firm, or you can redeem shares by writing checks as described below. You
should not contact the Trust or its Transfer Agent directly to redeem shares
held in your Program Account. You may also arrange (but only through your
broker-dealer) to have the proceeds of redeemed Trust shares sent by Federal
Funds wire, as described below in "Sending Redemption Proceeds by Wire."
HOW CAN DIRECT SHAREHOLDERS REDEEM SHARES? Direct shareholders can redeem
their shares by writing a letter to the Transfer Agent, by using a Trust's
checkwriting privilege, or by telephone. You can also set up Automatic
Withdrawal Plans to redeem shares on a regular basis. If you have questions
about any of these procedures, and especially if you are redeeming shares in
a special situation, such as due to the death of the owner or from a
retirement plan account, please call the Transfer Agent for assistance first,
at 1.800.525.9310.
Certain Requests Require a Signature Guarantee. To protect you and the Trust
from fraud, the following redemption requests for accounts of direct
shareholders must be in writing and must include a signature guarantee
(although there may be other situations that also require a signature
guarantee):
o You wish to redeem $100,000 or more and receive a check
o The redemption check is not payable to all shareholders listed on the
account statement
o The redemption check is not sent to the address of record on your
account statement
o Shares are being transferred to an account with a different owner or
name
o Shares are being redeemed by someone (such as an Executor) other than
the owners listed in the account registration.
Where Can Direct Shareholders Have Their Signatures Guaranteed? The Transfer
Agent will accept a guarantee of your signature by a number of
financial institutions, including:
o a U.S. bank, trust company, credit union or savings association,
o a foreign bank that has a U.S. correspondent bank,
o a U.S. registered dealer or broker in securities, municipal securities
or government securities, or
o a U.S. national securities exchange, a registered securities
association or a clearing agency.
If you are signing on behalf of a corporation, partnership or other
business or as a fiduciary, you must also include your title in the signature.
How Can Direct Shareholders Sell Shares by Mail? Write a letter to the
Transfer Agent that includes:
o Your name
o The Trust's name
o Your account number (from your account statement)
o The dollar amount or number of shares to be redeemed
o Any special payment instructions
o Any share certificates for the shares you are selling
o The signatures of all registered owners exactly as the account is
registered, and
o Any special documents requested by the Transfer Agent to assure proper
authorization of the person asking to sell the shares (such as Letters
Testamentary of an Executor).
---------------------------------------------------------------------------------
---------------------------------------- ---------------------------------------
Use the following address for Send courier or express mail
---------------------------------------- requests to:
requests by mail: Shareholder Services, Inc.
Shareholder Services, Inc. 10200 E. Girard Avenue, Building D
P.O. Box 5143 Denver, Colorado 80231
Denver, Colorado 80217-5270
---------------------------------------------------------------------------------
How Can Direct Shareholders Sell Shares by Telephone? Direct shareholders
and their broker-dealer representative of record may also sell shares
by telephone. To receive the redemption price calculated on a
particular regular business day, the Transfer Agent or its designated
agent must receive the request by 4:00 P.M. on that day. You may not
redeem shares held under a share certificate or in a retirement account
by telephone. To redeem shares through a service representative, call
1.800.525.9310. Proceeds of telephone redemptions will be paid by
check payable to the shareholder(s) of record and will be sent to the
address of record for the account. Up to $100,000 may be redeemed by
telephone in any 7-day period. Telephone redemptions are not available
within 30 days of changing the address on an account.
Retirement Plan Accounts. There are special procedures to sell shares held
in a retirement plan account. Call the Transfer Agent for a
distribution request form. Special income tax withholding requirements
apply to distributions from retirement plans. You must submit a
withholding form with your redemption request to avoid delay in getting
your money and if you do not want tax withheld. If your employer holds
your retirement plan account for you in the name of the plan, you must
ask the plan trustee or administrator to request the sale of the Trust
shares in your plan account.
Sending Redemption Proceeds By Wire. While the Transfer Agent normally sends
direct shareholders their money by check, you can arrange to have the
proceeds of the shares you sell sent by Federal Funds wire to a bank
account you designate. It must be a commercial bank that is a member
of the Federal Reserve wire system. The minimum redemption you can
have sent by wire is $2,500. There is a $10 fee for each wire. To find
out how to set up this feature on an account or to arrange a wire,
direct shareholders should call the Transfer Agent at 1.800.525.9310.
If you hold your shares through your broker-dealer's Automatic Purchase
and Redemption Program, you must contact your broker-dealer to arrange
a Federal Funds wire.
Can Direct Shareholders Submit Requests by Fax? Direct shareholders may send
requests for certain types of account transactions to the Transfer
Agent by fax (telecopier). Please call 1.800.525.9310 for information
about which transactions may be handled this way. Transaction requests
submitted by fax are subject to the same rules and restrictions as
written and telephone requests described in this Prospectus.
HOW DO I WRITE CHECKS AGAINST MY ACCOUNT? Automatic Purchase and Redemption
Program participants may write checks against an account held under their
Program, but must arrange for checkwriting privileges through their
broker-dealers. Direct shareholders may write checks against their account
by requesting that privilege on the account application or by contacting the
Transfer Agent for signature cards. They must be signed (with a signature
guarantee) by all owners of the account and returned to the Transfer Agent so
that checks can be sent to you to use. Shareholders with joint accounts can
elect in writing to have checks paid over the signature of one owner. If
checkwriting is established after November 1, 2000, only one signature is
required for shareholders with joint accounts, unless you elect otherwise.
o Checks can be written to the order of whomever you wish, but may not be
cashed at the bank the checks are payable through or the Trust's
custodian bank.
o Checkwriting privileges are not available for accounts holding shares
that are subject to a contingent deferred sales charge.
o Checks must be written for at least $250.
o Checks cannot be paid if they are written for more than your account
value.
o You may not write a check that would require the redemption of shares
that were purchased by check or Automatic Investment Plan payments
within the prior 10 days.
o Don't use your checks if you changed your account number, until you
receive new checks.
WILL I PAY A SALES CHARGE WHEN I SELL MY SHARES? The Trust does not charge a
fee to redeem shares of a Trust that were bought directly or by reinvesting
distributions from that Trust or another Centennial Trust or eligible fund.
Generally, there is no fee to redeem shares of a Trust bought by exchange of
shares of another Centennial Trust or eligible fund. However,
o if you acquired shares of a Trust by exchanging Class A shares of
another eligible fund that you bought subject to the Class A contingent
deferred sales charge, and
o those shares are still subject to the Class A contingent deferred sales
charge when you exchange them into the Trust, then
o you will pay the contingent deferred sales charge if you redeem those
shares from the Trust within 18 months of the purchase date of the
shares of the fund you exchanged.
How to Exchange Shares
Shares of a Trust can be exchanged for shares of certain other Centennial
Trusts or other eligible funds, depending on whether you own your shares
through your broker-dealer's Automatic Purchase and Redemption Program or as
a direct shareholder.
HOW CAN PROGRAM PARTICIPANTS EXCHANGE SHARES? If you participate in an
Automatic Purchase and Redemption Program sponsored by your broker-dealer,
you may exchange shares held in your Program Account for shares of Centennial
Money Market Trust, Centennial Government Trust, Centennial Tax Exempt Trust,
Centennial California Tax Exempt Trust and Centennial New York Tax Exempt
Trust (referred to in this Prospectus as the "Centennial Trusts"), if
available for sale in your state of residence, by contacting your broker or
dealer and obtaining a Prospectus of the selected Centennial Trust.
HOW CAN DIRECT SHAREHOLDERS EXCHANGE SHARES? Direct shareholders can
exchange shares of a Trust for Class A shares of certain eligible funds
listed in the Statement of Additional Information. To exchange shares, you
must meet several conditions:
o Shares of the fund selected for exchange must be available for sale in
your state of residence.
o The prospectuses of the Trust and the fund whose shares you want to buy
must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at
least 7 days before you can exchange them. After the account is open 7
days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose
shares you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus.
Shares of a particular class of an eligible fund may be exchanged only
for shares of the same class in other eligible funds. For example, you can
exchange shares of a Trust only for Class A shares of another fund, and you
can exchange only Class A shares of another eligible fund for shares of a
Trust.
You may pay a sales charge when you exchange shares of a Trust.
Because shares of the Trusts are sold without sales charge, in some cases you
may pay a sales charge when you exchange shares of a Trust for shares of
other eligible funds that are sold subject to a sales charge. You will not
pay a sales charge when you exchange shares of a Trust purchased by
reinvesting distributions from that Trust or other eligible funds (except
Oppenheimer Cash Reserves), or when you exchange shares of a Trust purchased
by exchange of shares of an eligible fund on which you paid a sales charge.
For tax purposes, exchanges of shares involve a sale of the shares of
the fund you own and a purchase of the shares of the other fund, which may
result in a capital gain or loss. Since shares of a Trust normally maintain
a $1.00 net asset value, in most cases you should not realize a capital gain
or loss when you sell or exchange your shares.
Direct shareholders can find a list of eligible funds currently
available for exchanges in the Statement of Additional Information or you can
obtain one by calling a service representative at 1.800.525.9310. The list
of eligible funds can change from time to time.
How Do Direct Shareholders Submit Exchange Requests? Direct shareholders may
request exchanges in writing or by telephone:
o Written Exchange Requests. Complete an Exchange Authorization Form,
signed by all owners of the account. Send it to the Transfer Agent at
the address on the back cover.
o Telephone Exchange Requests. Telephone exchange requests may be made
by calling a service representative at 1.800.525.9310. Telephone
exchanges may be made only between accounts that are registered with
the same name(s) and address. Shares held under certificates may not
be exchanged by telephone.
ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you
should be aware of:
o Shares are normally redeemed from one fund and purchased from the other
fund in the exchange transaction on the same regular business day on
which the Transfer Agent receives an exchange request that conforms to
the policies described above. Requests for exchanges to any of the
Centennial Trusts must be received by the Transfer Agent by 4:00 P.M.
on a regular business day to be effected that day. The Transfer Agent
must receive requests to exchange shares of a Trust to funds other than
the Centennial Trusts on a regular business day by the close of The New
York Stock Exchange that day. The close is normally 4:00 P.M. but may
be earlier on some days.
o The interests of the Trusts' long-term shareholders and its ability to
manage its investments may be adversely affected when its shares are
repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When large dollar amounts
are involved, the Trusts may have difficulty implementing long-term
investment strategies, because it cannot predict how much cash it will
have to invest. Market timing also may force the Trusts to sell
portfolio securities at disadvantageous times to raise the cash needed
to buy a market timer's Fund shares. These factors may hurt the Trusts'
performance and its shareholders. When the Manager believes frequent
trading would have a disruptive effect on the Trusts' ability to manage
its investments, the Manager and the Trusts may reject purchase orders
and exchanges into the Trusts by any person, group or account that the
Manager believes to be a market timer.
o Either fund may delay the purchase of shares of the fund you are
exchanging into up to seven days if it determines it would be
disadvantaged by a same-day exchange. For example, the receipt of the
multiple exchange requests from a "market timer" might require a fund
to sell securities at a disadvantageous time and/or price.
o Because excessive trading can hurt fund performance and harm
shareholders, the Trusts reserve the right to refuse any exchange
request that may, in the opinion of the Trusts, be disadvantageous, or
to refuse multiple exchange requests submitted by a shareholder or
dealer.
o The Trusts may amend, suspend or terminate the exchange privilege at
any time. The Trusts will provide you notice whenever they are required
to do so by applicable law, but they may impose these changes at any
time for emergency purposes.
o If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.
Shareholder Account Rules and Policies
More information about the Trusts' policies and procedures for buying,
selling and exchanging shares is contained in the Statement of Additional
Information.
The offering of shares of a Trust may be suspended during any period in which
the Trust's determination of net asset value is suspended, and the
offering may be suspended by the Board of Trustees at any time it
believes it is in a Trust's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may
be modified, suspended or terminated by a Trust at any time. If an
account has more than one owner, a Trust and the Transfer Agent may
rely on the instructions of any one owner. Telephone privileges apply
to each owner of the account and the broker-dealer representative of
record for the account unless the Transfer Agent receives cancellation
instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
transactions. It has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data and by confirming such
transactions in writing. The Transfer Agent and the Trusts will not be
liable for losses or expenses arising out of telephone instructions
reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
receives all required documents in proper form. From time to time, the
Transfer Agent in its discretion may waive certain of the requirements
for redemptions stated in this Prospectus.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by
check or by Federal Funds wire (as elected by the shareholder) within
seven days after the Transfer Agent receives redemption instructions in
proper form. However, under unusual circumstances determined by the
Securities and Exchange Commission, payment may be delayed or
suspended. For accounts registered in the name of a broker-dealer,
payment will normally be forwarded within three business days after
redemption.
The Transfer Agent may delay forwarding a check or making a payment via
Federal Funds wire for the redemption of recently purchased shares, but
only until the purchase payment has cleared. That delay may be as much
as 10 days from the date the shares were purchased. That delay may be
avoided if you purchase shares by Federal Funds wire or certified
check, or arrange with your bank to provide telephone or written
assurance to the Transfer Agent that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Trusts if the
account value has fallen below $250 for reasons other than the fact
that the market value of shares has dropped. In some cases involuntary
redemptions may be made to repay the Distributor or Sub-Distributor for
losses from the cancellation of share purchase orders.
"Backup Withholding" of federal income tax may be applied against taxable
dividends, distributions and redemption proceeds (including exchanges)
if you fail to furnish the Trust your correct, certified Social
Security or Employer Identification Number when you sign your
application, or if you under-report your income to the Internal Revenue
Service.
To avoid sending duplicate copies of materials to households, the Trusts will
mail only one copy of each prospectus, annual and semi-annual reports
and annual notice of the Trusts' privacy policy to shareholders having
the same last name and address on the Trusts' records. The
consolidation of these mailings, called householding, benefits the
Trusts through reduced mailing expense. If you want to receive
multiple copies of these materials, you may call the Transfer Agent at
1.800.525.9310. You may also notify the Transfer Agent in writing.
Individual copies of prospectuses, reports and privacy notices will be
sent to you commencing 30 days after the Transfer Agent receives your
request to stop householding.
Dividends and Tax Information
DIVIDENDS. Each Trust intends to declare dividends from net investment
income each regular business day and to pay those dividends to shareholders
monthly on a date selected by the Board of Trustees. To maintain a net asset
value of $1.00 per share, a Trust might withhold dividends or make
distributions from capital or capital gains. Daily dividends will not be
declared or paid on newly purchased shares until Federal Funds are available
to a Trust from the purchase payment for such shares.
CAPITAL GAINS. Each Trust normally holds its securities to maturity and
therefore will not usually pay capital gains. Although the Trusts do not seek
capital gains, a Trust could realize capital gains on the sale of its
portfolio securities. If it does, it may make distributions out of any net
short-term or long-term capital gains in December of each year. A Trust may
make supplemental distributions of dividends and capital gains following the
end of its fiscal year.
What Choices Do I Have for Receiving Distributions? For Automatic Purchase
and Redemption Programs, dividends and distributions are automatically
reinvested in additional shares of the selected Trust. For direct
shareholders, when you open your account, you should specify on your
application how you want to receive your dividends and distributions.
You have four options:
o Reinvest All Distributions in the Trust. You can elect to reinvest
some distributions (dividends, short-term capital gains or long-term
capital gains distributions) in the selected Trust.
o Reinvest Capital Gains Only. You can elect to reinvest some capital
gains distributions (short-term capital gains or long-term capital
gains distributions) in the selected Trust while receiving dividends by
check or having them sent to your bank account.
o Receive All Distributions in Cash. You can elect to receive a check
for all distributions or have them sent to your bank.
o Reinvest Your Distributions in Another Account. You can reinvest all
distributions (dividends, short-term capital gains or long-term capital
gains distributions) in the same class of shares of another eligible
fund account you have established.
Under the terms of Automatic Purchase and Redemption Programs, your
broker-dealer can redeem shares to satisfy debit balances arising in your
Program Account. If that occurs, you will be entitled to dividends on those
shares as described in your Program Agreements.
TAXES.
Centennial Money Market Trust and Centennial Government Trust. If your
shares are not held in a tax-deferred retirement account, you should be
aware of the following tax implications of investing in Centennial
Money Market Trust and Centennial Government Trust. Dividends paid from
net investment income and short-term capital gains are taxable as
ordinary income. Long-term capital gains are taxable as long-term
capital gains when distributed to shareholders. It does not matter how
long you have held your shares. Whether you reinvest your distributions
in additional shares or take them in cash, the tax treatment is the
same.
Every year the Trust will send you and the IRS a statement showing the
amount of each taxable distribution you received in the previous year. Any
long-term capital gains distributions will be separately identified in the
tax information the Trust sends you after the end of the calendar year.
Centennial Tax Exempt Trust. Exempt interest dividends paid from net
investment income earned by the Trust on municipal securities will be
excludable from gross income for federal income tax purposes. A
portion of a dividend that is derived from interest paid on certain
"private activity bonds" may be an item of tax preference if you are
subject to the alternative minimum tax. If the Trust earns interest on
taxable investments, any dividends derived from those earnings will be
taxable as ordinary income to shareholders.
Dividends and capital gains distributions may be subject to state or
local taxes. Long-term capital gains are taxable as long-term capital gains
when distributed to shareholders. It does not matter how long you have held
your shares. Dividends paid from short-term capital gains and non-tax exempt
net investment income are taxable as ordinary income. Whether you reinvest
your distributions in additional shares or take them in cash, the tax
treatment is the same. Every year the Trust will send you and the IRS a
statement showing the amount of any taxable distribution you received in the
previous year as well as the amount of your tax-exempt income.
Remember, There May be Taxes on Transactions. Because each Trust seeks to
maintain a stable $1.00 per share net asset value, it is unlikely that
you will have a capital gain or loss when you sell or exchange your
shares. A capital gain or loss is the difference between the price you
paid for the shares and the price you received when you sold them. Any
capital gain is subject to capital gains tax.
Returns of Capital Can Occur. In certain cases, distributions made by a
Trust may be considered a non-taxable return of capital to
shareholders. If that occurs, it will be identified in notices to
shareholders.
This information is only a summary of certain federal income tax
information about your investment. You should consult with your tax advisor
about the effect of an investment in a Trust on your particular tax situation.
Financial Highlights
The Financial Highlights Tables are presented to help you understand each
Trust's financial performance for the past five fiscal years. Certain
information reflects financial results for a single Trust share. The total
returns in the tables represent the rate that an investor would have earned
(or lost) on an investment in the Trusts (assuming reinvestment of all
dividends and distributions). This information for the past five fiscal
years ended June 30, 2001, has been audited by Deloitte & Touche LLP, the
Trusts' independent auditors, whose report, along with the Trusts' financial
statements, are included in the Statements of Additional Information, which
are available on request.
Financial Highlights
Centennial Money Market Trust
Year Ended June 30,
2001 2000 1999 1998 1997
------- ------- ------- ------- ------
PER SHARE OPERATING DATA
Net asset value,
beginning of period..... $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment
operations--net
investment income and
net realized gain....... .06 .05 .05 .05 .05
Dividends and/or
distributions to
shareholders............ (.06) (.05) (.05) (.05) (.05)
------- ------- ------- ------- ------
Net asset value, end of
period.................. $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= ======
TOTAL RETURN(/1/)........ 5.51% 5.36% 4.75% 5.16% 4.97%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(in millions)........... $22,210 $18,734 $17,821 $15,114 $9,063
Average net assets (in
millions)............... $20,830 $18,537 $17,128 $12,617 $8,033
Ratios to average net
assets:(/2/)
Net investment income.... 5.34% 5.20% 4.63% 5.04% 4.86%
Expenses................. 0.67% 0.67% 0.66% 0.68%(/3/) 0.73%(/3/)
Expenses, net of
reduction to excess
expenses................ N/A N/A N/A 0.66% 0.67%
1. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period, with all dividends reinvested in
additional shares on the reinvestment date, and redemption at the net asset
value calculated on the last business day of the fiscal period. Total returns
reflect changes in net investment income only. Total returns are not annualized
for periods less than one year.
2. Annualized for periods of less than one full year.
3. Expense ratio reflects the reduction to custodian expenses.
Year Ended June 30,
2001 2000 1999 1998 1997
------- ------- ------- ------- ------
PER SHARE OPERATING DATA
Net asset value,
beginning of period..... $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment
operations--net
investment income and
net realized gain....... .06 .05 .05 .05 .05
Dividends and/or
distributions to
shareholders............ (.06) (.05) (.05) (.05) (.05)
------- ------- ------- ------- ------
Net asset value, end of
period.................. $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= ======
TOTAL RETURN(/1/)........ 5.51% 5.36% 4.75% 5.16% 4.97%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(in millions)........... $22,210 $18,734 $17,821 $15,114 $9,063
Average net assets (in
millions)............... $20,830 $18,537 $17,128 $12,617 $8,033
Ratios to average net
assets:(/2/)
Net investment income.... 5.34% 5.20% 4.63% 5.04% 4.86%
Expenses................. 0.67% 0.67% 0.66% 0.68%(/3/) 0.73%(/3/)
Expenses, net of
reduction to excess
expenses................ N/A N/A N/A 0.66% 0.67%
1. Assumes a $1,000 hypothetical initial investment on the business day before the first day of the fiscal period, with all dividends reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns reflect changes in net investment income only. Total returns are not annualized for periods less than one year.
2. Annualized for periods of less than one full year. 3. Expense ratio reflects the reduction to custodian expenses.
Principal Value
Amount See Note 1
------------ --------------
Certificates of Deposit (Continued)
Royal Bank of Scotland, New York Branch:
3.61%, 9/26/01-9/28/01........................... $195,000,000 $ 195,000,000
Societe Generale:
3.61%, 9/26/01................................... 100,000,000 100,000,000
UBS AG Stamford CT:
5.105%, 8/6/01................................... 100,000,000 100,000,488
U.S. Bank NA, Minneapolis:
4.26%, 7/26/01................................... 80,300,000 80,300,000
--------------
Total Certificates of Deposit (Cost
$2,588,041,286).................................. 2,588,041,286
--------------
Direct Bank Obligations--11.6%
ABN AMRO Bank NV:
5.45%, 7/12/01................................... 100,000,000 100,000,297
Bank of Nova Scotia:
4.643%, 7/19/01.................................. 111,500,000 111,239,853
4.695%, 7/17/01.................................. 50,000,000 49,895,667
5.34%, 7/11/01................................... 50,000,000 50,000,000
Bank of Scotland Treasury:
3.565%, 9/27/01.................................. 85,000,000 84,259,272
Canadian Imperial Bank of Commerce:
5.335%, 7/9/01................................... 50,000,000 50,000,054
6.33%, 7/9/01.................................... 100,000,000 100,000,000
Dresdner US Finance, Inc.:
3.73%, 11/30/01.................................. 25,000,000 24,606,278
4.20%, 7/27/01................................... 35,000,000 34,893,833
4.69%, 7/25/01................................... 100,000,000 99,687,333
LaSalle Bank NA:
4.21%, 8/1/01.................................... 100,000,000 100,000,000
4.72%, 7/2/01.................................... 40,000,000 40,000,011
NATC California LLC:
4.185%, 7/27/01.................................. 80,000,000 79,758,200
4.20%, 7/26/01................................... 19,000,000 18,944,583
National Bank of Commerce, Tennessee:
3.78%, 8/28/01(/1/).............................. 50,000,000 50,000,000
3.97%, 9/18/01(/1/).............................. 25,000,000 24,995,000
4
Principal Value
Amount See Note 1
------------ --------------
Direct Bank Obligations (Continued)
Nationwide Building Society:
4.58%, 10/19/01.................................. $ 45,000,000 $ 44,370,250
4.65%, 7/3/01.................................... 40,000,000 39,989,667
4.92%, 9/10/01................................... 49,000,000 48,524,537
5.04%, 8/6/01.................................... 40,000,000 39,798,400
5.33%, 7/23/01................................... 200,000,000 199,357,417
5.34%, 7/18/01-7/19/01........................... 66,895,000 66,730,143
Nordea North America, Inc. (gtd. by Merita Bank
plc):
3.90%, 11/19/01.................................. 22,000,000 21,663,950
4.56%, 10/18/01.................................. 20,000,000 19,723,867
Rabobank Nederland NV:
5.34%, 7/11/01-7/13/01........................... 190,000,000 190,000,000
5.39%, 7/12/01................................... 100,000,000 100,000,000
5.90%, 7/5/01.................................... 20,000,000 20,001,250
Royal Bank of Canada:
5.20%, 7/9/01.................................... 50,000,000 49,942,222
5.37%, 7/16/01................................... 100,000,000 100,000,000
Toronto Dominion Bank:
3.64%, 9/19/01................................... 50,000,000 50,000,000
3.77%, 9/13/01................................... 85,000,000 85,000,000
3.88%, 8/27/01................................... 15,000,000 14,907,850
5.37%, 7/11/01................................... 90,000,000 90,000,000
5.55%, 7/5/01.................................... 100,000,000 100,001,406
UBS Finance (Delaware) LLC:
3.995%, 8/8/01................................... 34,000,000 33,858,598
3.91%, 8/15/01................................... 100,000,000 99,511,250
3.98%, 8/9/01(/2/)............................... 50,000,000 49,784,417
5.02%, 8/16/01................................... 100,000,000 99,358,555
--------------
Total Direct Bank Obligations (Cost
$2,580,804,160).................................. 2,580,804,160
--------------
5
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ ------------
Letters of Credit--4.4%
Abbey National plc, guaranteeing commercial paper of
Abbey National North America:
3.59%, 9/17/01-9/21/01............................. $130,000,000 $128,948,928
3.70%, 12/3/01..................................... 100,000,000 98,406,944
3.745%, 9/28/01.................................... 45,000,000 44,583,369
3.90%, 8/17/01..................................... 50,000,000 49,745,417
3.96%, 8/15/01..................................... 100,000,000 99,505,000
Barclays Bank plc, guaranteeing commercial paper of
Primer Banco
del Istmo SA:
3.90%, 8/14/01..................................... 10,000,000 9,952,333
Credit Suisse Group, guaranteeing commercial paper
of Credit Suisse
First Boston, Inc.:
4.011%, 8/9/01(/1/)(/3/)........................... 100,000,000 99,990,000
Deutsche Bank AG, guaranteeing commercial paper of
Deutsche Bank Financial, Inc.:
3.96%, 8/17/01..................................... 50,000,000 49,741,500
4.48%, 10/22/01.................................... 60,000,000 59,156,267
5.03%, 8/24/01..................................... 100,000,000 99,245,500
5.22%, 7/17/01..................................... 50,000,000 49,884,000
Societe Generale, guaranteeing commercial paper of
Societe Generale North America:
3.69%, 10/2/01..................................... 100,000,000 99,046,750
4.65%, 7/17/01..................................... 90,000,000 89,814,000
------------
Total Letters of Credit (Cost $978,020,008)......... 978,020,008
------------
Short-Term Notes--66.5%
Aerospace/Defense--0.9%
BAE Systems Holdings, Inc.:
3.60%, 8/29/01(/2/)................................ 47,400,000 47,120,340
3.63%, 9/17/01(/2/)................................ 45,400,000 45,042,929
3.66%, 9/12/01(/2/)................................ 30,000,000 29,777,350
3.79%, 9/4/01(/2/)................................. 50,000,000 49,657,847
3.90%, 8/23/01(/2/)................................ 32,000,000 31,816,267
------------
203,414,733
------------
Asset-Backed--24.6%
AriesOne Metafolio Corp.:
4.01%, 7/5/01(/2/)................................. 50,000,000 49,977,722
6
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ ------------
Asset-Backed (Continued)
Aspen Funding Corp.:
3.93%, 8/15/01(/2/)................................. $ 60,000,000 $ 59,705,250
Asset Portfolio Funding:
3.62%, 9/24/01(/2/) ................................ 30,289,000 30,030,113
BILLS Securitization Ltd.:
3.61%, 11/19/01..................................... 50,000,000 49,293,042
3.75%, 9/13/01...................................... 45,000,000 44,653,125
4.77%, 8/21/01...................................... 100,000,000 99,324,250
4.85%, 8/24/01...................................... 97,500,000 96,790,687
5.03%, 8/13/01...................................... 140,000,000 139,161,261
Breeds Hill Capital Co. LLC, Series A:
4.01%, 8/15/01(/2/)................................. 50,000,000 49,749,375
5.27%, 7/10/01(/2/)................................. 100,000,000 99,883,500
Charta Corp.:
3.80%, 8/23/01(/2/)................................. 18,000,000 17,899,300
3.88%, 8/30/01-8/31/01(/2/)......................... 80,000,000 79,477,278
3.90%, 8/7/01(/2/).................................. 50,000,000 49,799,583
3.93%, 8/8/01(/2/).................................. 20,000,000 19,917,033
4.22%, 7/30/01...................................... 40,000,000 39,864,022
4.23%, 7/3/01(/2/).................................. 42,000,000 41,990,130
4.25%, 7/16/01(/2/)................................. 35,000,000 34,938,021
4.62%, 7/10/01(/2/)................................. 55,000,000 54,936,475
4.68%, 7/6/01(/2/).................................. 75,000,000 74,951,250
Check Point Charlie, Inc.:
3.65%, 9/10/01(/2/)................................. 10,000,000 9,928,014
3.66%, 9/20/01(/2/)................................. 25,000,000 24,794,125
3.78%, 9/6/01(/2/).................................. 60,000,000 59,577,900
3.80%, 9/7/01(/2/).................................. 90,000,000 89,354,000
3.86%, 9/4/01(/2/).................................. 42,370,000 42,075,082
3.97%, 8/20/01...................................... 19,840,000 19,730,604
4%, 7/5/01(/2/)..................................... 40,000,000 39,982,222
4%, 8/16/01......................................... 14,000,000 13,928,444
4.30%, 7/26/01...................................... 20,000,000 19,940,278
4.71%, 7/23/01...................................... 72,000,000 71,800,277
4.88%, 8/24/01(/2/)................................. 26,000,000 25,809,680
7
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ ------------
Asset-Backed (Continued)
CIESCO LP:
3.61%, 8/27/01-8/28/01.............................. $100,000,000 $ 99,423,402
3.74%, 8/24/01(/2/)................................. 30,000,000 29,831,700
3.81%, 8/2/01....................................... 50,000,000 49,830,667
4.13%, 8/8/01....................................... 95,000,000 94,585,853
4.18%, 7/26/01...................................... 50,000,000 49,854,861
Corporate Receivables Corp.:
3.77%, 9/7/01(/2/).................................. 50,000,000 49,643,944
4.20%, 7/25/01(/2/)................................. 100,000,000 99,720,000
4.26%, 7/24/01(/2/)................................. 100,000,000 99,727,833
4.60%, 7/18/01...................................... 60,000,000 59,869,667
4.66%, 7/13/01(/2/)................................. 100,000,000 99,844,667
CXC, Inc.:
3.75%, 8/21/01(/2/)................................. 18,000,000 17,904,375
3.76%, 9/11/01(/2/)................................. 30,000,000 29,774,400
3.915%, 8/7/01(/2/)................................. 25,000,000 24,899,406
4.12%, 8/10/01(/2/)................................. 15,000,000 14,931,333
4.185%, 7/26/01(/2/)................................ 40,000,000 39,883,750
Galaxy Funding, Inc.:
3.68%, 8/29/01(/2/)................................. 65,000,000 64,607,978
3.94%, 8/22/01(/2/)................................. 25,000,000 24,857,722
4.64%, 7/19/01-7/20/01(/2/)......................... 266,000,000 265,356,830
5.05%, 8/17/01(/2/)................................. 76,500,000 75,995,631
GOVCO, Inc.:
3.74%, 9/13/01(/2/)................................. 50,000,000 49,615,611
3.90%, 8/16/01(/4/)................................. 100,000,000 99,501,667
3.91%, 8/17/01(/2/)................................. 14,108,000 14,035,983
3.93%, 8/7/01....................................... 35,000,000 34,858,629
3.96%, 8/23/01(/2/)................................. 50,000,000 49,708,500
Greyhawk Funding LLC:
3.72%, 9/13/01(/2/)................................. 100,000,000 99,235,333
3.76%, 9/4/01(/2/).................................. 100,000,000 99,321,111
3.88%, 8/29/01(/2/)................................. 72,000,000 71,542,160
3.91%, 8/14/01(/2/)................................. 50,000,000 49,761,056
4.14%, 7/2/01(/2/).................................. 100,000,000 99,988,500
8
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ ------------
Asset-Backed (Continued)
Lexington Parker Capital Co. LLC:
3.85%, 9/6/01(/2/).................................. $118,061,000 $117,215,060
3.95%, 8/22/01(/2/)................................. 100,000,000 99,429,444
5.23%, 7/19/01-7/20/01(/2/)......................... 150,000,000 149,600,486
5.257%, 7/25/01(/2/)................................ 51,000,000 50,821,262
Moriarty Ltd.:
3.83%, 9/5/01(/2/).................................. 48,000,000 47,662,960
4.62%, 7/6/01-7/11/01(/2/).......................... 100,000,000 99,903,750
4.66%, 7/18/01(/2/)................................. 141,500,000 141,187,757
5.06%, 8/9/01(/2/).................................. 28,900,000 28,741,580
5.08%, 8/1/01(/2/).................................. 10,000,000 9,956,256
5.32%, 7/16/01(/2/)................................. 99,800,000 99,592,527
New Center Asset Trust:
4.24%, 8/20/01...................................... 75,000,000 74,558,333
5.03%, 7/5/01....................................... 35,000,000 34,980,439
Scaldis Capital LLC:
3.80%, 9/10/01(/2/)................................. 35,000,000 34,737,694
3.90%, 8/27/01(/2/)................................. 39,423,000 39,179,563
3.925%, 11/2/01(/2/)................................ 50,000,000 49,324,028
3.95%, 11/16/01(/2/)................................ 19,379,000 19,085,570
3.96%, 8/20/01...................................... 20,020,000 19,909,890
4.02%, 8/15/01(/2/)................................. 25,928,000 25,797,712
4.54%, 10/5/01(/2/)................................. 36,412,000 35,971,172
4.70%, 7/5/01(/2/).................................. 39,608,000 39,587,316
5.25%, 7/16/01(/2/)................................. 61,532,000 61,407,868
Sheffield Receivables Corp.:
3.94%, 11/21/01(/2/)................................ 30,000,000 29,530,483
4.01%, 7/2/01(/2/).................................. 46,400,000 46,394,832
Victory Receivables Corp.:
3.66%, 9/19/01(/2/)................................. 32,000,000 31,739,733
3.77%, 9/17/01(/2/)................................. 25,000,000 24,795,792
3.80%, 9/10/01(/2/)................................. 31,287,000 31,052,521
3.97%, 8/22/01(/2/)................................. 40,437,000 40,205,116
3.98%, 8/6/01-8/14/01(/2/).......................... 181,489,000 180,644,947
4.02%, 8/15/01...................................... 31,890,000 31,729,753
4.02%, 8/17/01(/2/)................................. 75,492,000 75,097,810
9
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ --------------
Asset-Backed (Continued)
VVR Funding LLC:
3.70%, 8/29/01(/2/)............................... $ 78,647,000 $ 78,170,093
4%, 7/30/01-7/31/01(/2/).......................... 100,000,000 99,672,222
--------------
5,455,058,581
--------------
Banks--1.1%
J.P. Morgan Chase & Co.:
3.87%, 8/3/01..................................... 65,000,000 64,769,413
4.70%, 7/9/01(/2/)................................ 100,000,000 99,895,556
Wells Fargo & Co.:
4.91%, 9/14/01.................................... 79,000,000 78,191,896
--------------
242,856,865
--------------
Beverages--0.3%
Coca Cola Enterprises, Inc.:
3.58%, 9/10/01(/2/)............................... 25,000,000 24,823,486
3.72%, 11/16/01(/2/).............................. 50,000,000 49,287,000
--------------
74,110,486
--------------
Brokers-Dealers--4.0%
Banc of America Securities LLC:
4.325%, 7/2/01(/1/)............................... 20,000,000 20,000,000
Goldman Sachs Group LP, Promissory Note:
3.86%, 12/3/01-12/14/01(/3/)...................... 140,000,000 140,000,000
3.88%, 12/10/01(/3/).............................. 9,500,000 9,500,000
3.91%, 12/7/01(/3/)............................... 50,000,000 50,000,000
4.72%, 8/10/01(/3/)............................... 55,000,000 55,000,000
5.21%, 8/13/01(/3/)............................... 90,000,000 90,000,000
5.27%, 8/10/01(/3/)............................... 75,000,000 75,000,000
Merrill Lynch & Co., Inc., Series B:
3.996%, 7/5/01(/1/)............................... 60,000,000 59,999,736
Morgan Stanley Dean Witter & Co.:
4.01%, 8/28/01(/1/)............................... 70,000,000 70,000,000
4.19%, 8/6/01..................................... 90,000,000 89,623,500
5.04%, 8/10/01.................................... 50,000,000 49,720,000
10
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ ------------
Broker-Dealers (Continued)
Morgan Stanley Dean Witter & Co. (Masternote
Facility):
4%, 11/30/01(/1/).................................. $189,000,000 $189,000,000
------------
897,843,236
------------
Chemicals--0.9%
Bayer Corp. (gtd. by Bayer AG):
3.77%, 8/28/01(/2/)................................ 53,060,000 52,737,719
Henkel Corp. (gtd. by Henkel KGAA):
4.18%, 8/1/01-8/2/01(/2/).......................... 72,000,000 71,738,815
4.25%, 7/23/01-7/26/01(/2/)........................ 65,450,000 65,268,324
------------
189,744,858
------------
Commercial Finance--4.2%
CIT Group, Inc.:
3.615%, 8/31/01.................................... 87,000,000 86,467,089
3.96%, 8/16/01-8/20/01............................. 100,000,000 99,472,000
4.02%, 8/8/01...................................... 47,000,000 46,800,563
4.22%, 7/27/01..................................... 81,000,000 80,753,130
5%, 8/3/01......................................... 50,000,000 49,770,833
Countrywide Home Loans:
3.70%, 8/21/01..................................... 50,000,000 49,737,917
4.20%, 7/2/01...................................... 120,000,000 119,986,000
Countrywide Home Loans, Series I:
4.125%, 8/24/01(/1/)............................... 88,000,000 87,969,700
4.959%, 10/3/01(/1/)............................... 45,000,000 44,994,874
Countrywide Home Loans, Series J:
4.19%, 6/7/02(/1/)................................. 60,000,000 59,983,314
Homeside Lending, Inc.:
3.72%, 9/12/01..................................... 20,000,000 19,849,133
3.76%, 9/27/01..................................... 50,000,000 49,540,444
3.98%, 8/6/01...................................... 50,000,000 49,801,000
4.21%, 7/30/01..................................... 50,000,000 49,830,431
4.655%, 7/2/01-7/5/01.............................. 49,000,000 48,984,354
------------
943,940,782
------------
11
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ ------------
Consumer Finance--2.4%
American Express Credit Corp.:
3.62%, 8/27/01..................................... $ 50,000,000 $ 49,713,417
3.81%, 8/3/01...................................... 50,000,000 49,825,375
4%, 8/31/01........................................ 70,000,000 69,525,556
4.15%, 7/30/01..................................... 100,000,000 99,665,694
5%, 8/9/01-8/10/01................................. 61,000,000 60,667,361
American General Finance Corp.:
3.74%, 9/7/01...................................... 50,000,000 49,646,778
4%, 7/2/01......................................... 50,000,000 49,994,444
4.17%, 7/30/01..................................... 75,000,000 74,748,063
4.69%, 7/25/01..................................... 25,000,000 24,921,833
------------
528,708,521
------------
Diversified Financial--6.4%
Ford Motor Credit Co.:
3.83%, 8/1/01...................................... 50,000,000 49,835,097
3.98%, 7/6/01...................................... 100,000,000 99,944,722
GE Capital International Funding, Inc. (gtd. by
General Electric Capital Corp.):
4.10%, 8/1/01(/2/)................................. 100,000,000 99,646,944
5.32%, 7/13/01(/2/)................................ 100,000,000 99,822,667
General Electric Capital Corp.:
4.95%, 9/10/01..................................... 55,000,000 54,463,063
General Electric Capital Services:
5.08%, 8/13/01..................................... 50,000,000 49,696,611
General Motors Acceptance Corp.:
3.84%, 8/2/01-8/3/01............................... 140,000,000 139,517,867
Household Finance Corp.:
3.57%, 9/20/01..................................... 67,000,000 66,462,205
3.79%, 9/12/01..................................... 100,000,000 99,231,472
3.81%, 8/2/01...................................... 75,000,000 74,746,000
3.91%, 8/10/01..................................... 50,000,000 49,782,778
3.96%, 8/22/01..................................... 66,000,000 65,623,636
3.99%, 12/7/01(/1/)................................ 46,000,000 46,000,000
4.64%, 7/6/01...................................... 30,000,000 29,980,667
Prudential Funding LLC:
3.94%, 10/12/01-10/15/01........................... 130,000,000 128,524,689
5.03%, 8/6/01...................................... 25,000,000 24,874,250
12
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ --------------
Diversified Financial (Continued)
Textron Financial Corp.:
3.77%, 8/27/01.................................... $100,000,000 $ 99,403,083
Verizon Network Funding:
3.63%, 8/22/01-8/27/01............................ 52,345,000 52,056,752
4.28%, 7/2/01..................................... 88,330,000 88,319,615
--------------
1,417,932,118
--------------
Diversified Media--0.4%
Omnicom Capital, Inc.:
3.93%, 9/7/01(/2/)................................ 50,000,000 49,628,833
4.10%, 8/9/01-8/10/01(/2/)........................ 50,000,000 49,775,069
--------------
99,403,902
--------------
Gas Utilities--0.2%
Centrica plc:
3.92%, 8/10/01(/2/)............................... 40,000,000 39,825,778
--------------
Healthcare/Drugs--2.4%
American Home Products:
3.99%, 7/24/01(/2/)............................... 14,000,000 13,964,312
4.02%, 7/19/01(/2/)............................... 10,000,000 9,979,900
4.03%, 7/5/01-7/26/01(/2/)........................ 183,991,000 183,732,479
4.04%, 7/6/01-7/11/01(/2/)........................ 80,000,000 79,932,667
4.05%, 7/2/01(/2/)................................ 40,000,000 39,995,533
Glaxo Wellcome plc:
3.94%, 8/23/01(/2/)............................... 93,300,000 92,758,808
4.18%, 7/27/01(/2/)............................... 36,700,000 36,589,207
4.635%, 7/16/01(/2/).............................. 73,000,000 72,859,019
--------------
529,811,925
--------------
Information Technology--0.2%
Computer Sciences Corp.:
3.99%, 12/27/01(/1/)(/2/)......................... 50,000,000 50,000,000
--------------
Insurance--8.8%
AIG Life Insurance Co.:
4.05%, 5/31/02(/1/)(/3/).......................... 20,000,000 20,000,000
Allstate Life Insurance Co.:
4.056%, 7/1/01(/1/)............................... 50,000,000 50,000,000
13
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ -----------
Insurance (Continued)
American General Annuity Insurance Co.:
4.056%, 7/1/01(/1/).................................. $ 50,000,000 $50,000,000
American General Corp.:
3.56%, 9/21/01....................................... 50,000,000 49,594,556
3.61%, 9/17/01....................................... 20,000,000 19,843,567
Cooperative Assn. of Tractor Dealers, Inc., Series A:
4.25%, 7/2/01........................................ 100,000,000 99,988,194
Cooperative Assn. of Tractor Dealers, Inc., Series B:
4.25%, 7/2/01........................................ 5,300,000 5,299,374
GE Financial Assurance Holdings, Inc.:
4.69%, 7/2/01(/2/)................................... 8,500,000 8,498,893
General Electric Capital Assurance Co.:
4.106%, 2/1/02(/1/)(/3/)............................. 75,000,000 75,000,000
ING America Insurance Holdings, Inc.:
3.595%, 10/24/01..................................... 20,000,000 19,770,319
3.60%, 9/26/01....................................... 25,000,000 24,782,500
3.61%, 9/18/01....................................... 50,000,000 49,603,903
3.69%, 10/12/01...................................... 35,000,000 34,630,488
3.73%, 9/17/01....................................... 20,000,000 19,838,367
3.77%, 8/27/01....................................... 25,000,000 24,850,771
3.89%, 8/20/01....................................... 34,000,000 33,816,306
3.96%, 8/23/01....................................... 50,000,000 49,708,500
3.97%, 8/8/01........................................ 25,000,000 24,895,236
4.19%, 8/10/01....................................... 35,000,000 34,837,056
5.025%, 8/15/01...................................... 25,000,000 24,842,969
5.19%, 7/23/01....................................... 40,000,000 39,873,133
5.35%, 7/19/01....................................... 35,000,000 34,906,375
Jackson National Life Insurance Co.:
4%, 3/1/02(/1/)...................................... 70,000,000 70,000,000
4.70%, 8/1/02(/1/)................................... 48,000,000 48,000,000
Marsh U.S.A., Inc.:
3.73%, 12/4/01(/2/).................................. 47,750,000 46,978,201
4.63%, 7/20/01(/2/).................................. 76,000,000 75,814,286
4.65%, 7/11/01(/2/).................................. 46,700,000 46,639,679
4.67%, 7/13/01(/2/).................................. 100,000,000 99,844,333
14
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ --------------
Insurance (Continued)
Metropolitan Life Insurance Co.:
4.066%, 7/1/01(/1/).............................. $100,000,000 $ 100,000,000
4.106%, 7/1/01(/1/).............................. 123,500,000 123,500,000
Pacific Life Insurance Co.:
4.076%, 7/1/01(/1/)(/3/)......................... 71,000,000 71,000,000
Protective Life Insurance Co.:
4.206%, 7/1/01(/1/).............................. 30,000,000 30,000,000
Prudential Life Insurance Co.:
4.876%, 7/2/01(/1/).............................. 165,000,000 165,000,000
Travelers Insurance Co.:
4.076%, 9/14/01-10/5/01(/1/)(/3/)................ 88,000,000 88,000,000
United of Omaha Life Insurance Co.:
4.076%, 7/1/01(/1/).............................. 50,000,000 50,000,000
Western Southern Life Insurance Co.:
4.056%, 7/1/01(/1/).............................. 100,000,000 100,000,000
ZCM Matched Funding Corp.:
3.80%, 7/2/01.................................... 50,000,000 49,994,722
--------------
1,959,351,728
--------------
Leasing & Factoring--0.9%
American Honda Finance Corp.:
4.20%, 7/26/01-7/27/01........................... 100,000,000 99,702,500
4.64%, 7/18/01................................... 50,000,000 49,890,444
4.645%, 7/20/01.................................. 45,000,000 44,889,681
--------------
194,482,625
--------------
Metals/Mining--1.4%
Rio Tinto America, Inc. (gtd. by Rio Tinto plc &
Rio Tinto Ltd.):
3.74%, 8/17/01(/2/).............................. 50,000,000 49,755,861
3.875%, 8/8/01................................... 23,930,000 23,832,120
4.66%, 7/12/01................................... 104,400,000 104,251,346
Rio Tinto Ltd. (gtd. by Rio Tinto plc & Rio Tinto
Ltd.):
3.92%, 8/17/01(/2/).............................. 50,000,000 49,744,111
4.22%, 7/27/01(/2/).............................. 47,537,000 47,392,118
4.26%, 7/25/01(/2/).............................. 28,833,000 28,751,114
--------------
303,726,670
--------------
15
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ ------------
Photography--0.8%
Eastman Kodak Co.:
3.99%, 8/20/01...................................... $ 90,000,000 $ 89,503,750
4.70%, 7/13/01-7/17/01.............................. 23,500,000 23,461,356
4.72%, 7/10/01...................................... 6,197,000 6,189,688
4.77%, 7/3/01....................................... 20,000,000 19,994,700
4.80%, 7/9/01....................................... 45,000,000 44,952,000
------------
184,101,494
------------
Special Purpose Financial--4.8%
K2 (USA) LLC:
3.795%, 11/30/01(/2/)............................... 23,771,000 23,390,109
3.815%, 9/20/01(/2/)................................ 53,400,000 52,941,628
3.82%, 9/17/01(/2/)................................. 13,500,000 13,388,265
3.88%, 11/13/01(/2/)................................ 99,891,000 98,427,483
3.92%, 11/8/01(/2/)................................. 100,000,000 98,584,444
3.93%, 11/26/01(/2/)................................ 31,000,000 30,499,143
3.95%, 11/20/01-11/23/01(/2/)....................... 79,500,000 78,249,166
Lone Star Funding LLC:
3.65%, 9/21/01(/3/)................................. 30,000,000 29,750,583
MONET Trust, Series 2000-1:
3.77%, 9/27/01(/1/)(/3/)............................ 85,000,000 85,000,000
REVS Ltd., Series 2000-1:
4.394%, 4/1/02(/1/)(/4/)............................ 110,000,000 110,040,594
Sigma Finance, Inc.:
3.585%, 12/21/01(/2/)............................... 25,000,000 24,569,302
3.745%, 10/4/01(/2/)................................ 25,000,000 24,752,934
4.52%, 10/18/01(/2/)................................ 50,000,000 49,315,722
4.565%, 9/4/01(/2/)................................. 50,000,000 49,587,882
4.67%, 7/6/01(/2/).................................. 40,000,000 39,974,056
5%, 8/9/01(/2/)..................................... 35,000,000 34,810,417
5.05%, 8/16/01(/2/)................................. 50,000,000 49,677,361
5.06%, 8/14/01(/2/)................................. 50,000,000 49,759,833
5.25%, 7/18/01(/2/)................................. 50,000,000 49,876,042
5.285%, 7/10/01(/2/)................................ 25,000,000 24,966,969
5.335%, 7/12/01(/2/)................................ 29,000,000 28,952,726
16
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ ---------------
Special Purpose Financial (Continued)
Zurich Trust Certificates, Series ZTC-2T:
3.89%, 7/24/01(/1/)(/3/)......................... $ 24,000,000 $ 24,000,000
---------------
1,070,514,659
---------------
Telecommunications--Technology--1.8%
Cingular Wireless LLC:
3.63%, 9/20/01(/2/).............................. 25,000,000 24,795,813
3.80%, 9/10/01(/2/).............................. 49,700,000 49,327,526
3.83%, 8/23/01-9/14/01(/2/)...................... 214,190,000 212,724,502
3.88%, 8/31/01(/2/).............................. 35,000,000 34,769,894
SBC Communications, Inc.:
4.20%, 7/25/01(/2/).............................. 50,000,000 49,860,000
Vodafone AirTouch plc:
3.99%, 12/19/01(/1/)(/3/)........................ 25,000,000 25,015,237
---------------
396,492,972
---------------
Total Short-Term Notes (Cost $14,781,321,933)..... 14,781,321,933
---------------
U.S. Government Agencies--5.7%
Federal Farm Credit Bank:
6.40%, 11/1/01................................... 15,000,000 15,117,128
6.625%, 2/1/02................................... 24,300,000 24,657,480
Federal Home Loan Bank:
4.20%, 5/14/02................................... 21,600,000 21,600,000
4.79%, 7/27/01-8/3/01............................ 59,054,000 58,812,451
5.125%, 2/26/02.................................. 61,250,000 61,671,724
5.875%, 9/17/01.................................. 71,050,000 71,318,685
6%, 11/15/01..................................... 94,500,000 95,193,828
6.505%, 11/27/01................................. 18,425,000 18,618,687
6.70%, 12/19/01.................................. 43,000,000 43,559,873
6.75%, 2/15/02................................... 121,570,000 123,564,733
Federal Home Loan Mortgage Corp.:
4.478%, 7/12/01.................................. 75,000,000 74,894,583
4.65%, 9/13/01................................... 22,578,000 22,362,192
4.75%, 12/14/01.................................. 53,010,000 53,190,460
4.79%, 8/3/01.................................... 17,000,000 16,925,356
17
Statement of Investments June 30, 2001 (Continued)
Centennial Money Market Trust
Principal Value
Amount See Note 1
------------ ---------------
U.S. Government Agencies (Continued)
Federal National Mortgage Assn.:
4.625%, 10/15/01............................... $100,300,000 $ 100,486,332
6.02%, 12/20/01................................ 82,365,000 83,153,876
6.24%, 12/6/01................................. 182,770,000 184,557,142
6.40%, 12/21/01................................ 61,450,000 62,134,424
6.48%, 11/2/01................................. 16,715,000 16,858,194
6.54%, 2/1/02.................................. 25,000,000 25,352,872
6.73%, 8/23/01................................. 8,000,000 8,021,607
FNMA Master Credit Facility:
3.86%, 9/4/01.................................. 40,681,000 40,397,476
4.17%, 8/1/01.................................. 47,681,000 47,509,785
---------------
Total U.S. Government Agencies (Cost
$1,269,958,888)................................ 1,269,958,888
---------------
Total Investments, at Value (Cost
$22,198,146,275)............................... 99.9% 22,198,146,275
---------------
Other Assets Net of Liabilities................. 0.1 12,218,674
------------ ---------------
Net Assets...................................... 100.0% $22,210,364,949
============ ===============
Short-term notes, direct
bank obligations and letters of credit are generally traded on a discount basis;
the interest rate is the discount rate received by the Trust at the time of
purchase. Other securities normally bear interest at the rates shown.
1. Represents the current
interest rate for a variable rate security. 2. Security issued in an exempt
transaction without registration under the Securities Act of 1933. Such
securities amount to $7,393,550,509, or 33.29% of the Trust’s net assets
and have been determined to be liquid pursuant to guidelines adopted by the
Board of Trustees.
3. Identifies issues
considered to be illiquid or restricted--See Note 4 of Notes to Financial
Statements. 4. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities have
been determined to be liquid under guidelines established by the Board of
Trustees. These securities amount to $209,542,261 or 0.94% of the Trust’s
net assets as of June 30, 2001.
See accompanying Notes to Financial Statements.
18
Statement of Assets and Liabilities June 30, 2001
Centennial Money Market Trust
ASSETS
Investments, at value (Cost $22,198,146,275)--see accompanying
statement.................................................... $22,198,146,275
Cash.......................................................... 28,507,623
Receivables and other assets:
Shares of beneficial interest sold........................... 93,418,452
Interest..................................................... 66,261,785
Other........................................................ 3,083,510
---------------
Total assets................................................ 22,389,417,645
---------------
LIABILITIES
Payables and other liabilities:
Shares of beneficial interest redeemed....................... 155,091,291
Dividends.................................................... 20,033,854
Shareholder reports.......................................... 1,805,513
Service plan fees............................................ 1,202,404
Trustees' compensation....................................... 7,989
Transfer and shareholder servicing agent fees................ 26
Other........................................................ 911,619
---------------
Total liabilities........................................... 179,052,696
---------------
NET ASSETS.................................................... $22,210,364,949
===============
COMPOSITION OF NET ASSETS
Paid-in capital............................................... $22,209,588,056
Accumulated net realized gain (loss) on investment
transactions................................................. 776,893
---------------
NET ASSETS--applicable to 22,210,120,771 shares of beneficial
interest outstanding......................................... $22,210,364,949
===============
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER
SHARE........................................................ $1.00
See accompanying Notes to Financial Statements.
19
Statement of Operations For the Year Ended June 30, 2001
Centennial Money Market Trust
INVESTMENT INCOME
Interest........................................................ $1,251,608,234
--------------
EXPENSES
Management fees................................................. 69,386,242
Service plan fees............................................... 41,630,621
Transfer and shareholder servicing agent fees................... 17,568,623
Shareholder reports............................................. 3,994,039
Custodian fees and expenses..................................... 430,663
Trustees' compensation.......................................... 75,317
Other........................................................... 5,968,369
--------------
Total expenses................................................ 139,053,874
Less reduction to custodian expenses............................ (132,053)
--------------
Net expenses.................................................... 138,921,821
--------------
NET INVESTMENT INCOME........................................... 1,112,686,413
--------------
NET REALIZED GAIN (LOSS) ON INVESTMENTS......................... 696,751
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............ $1,113,383,164
==============
Statements of Changes in Net Assets
Year Ended June 30,
2001 2000
--------------- ---------------
OPERATIONS
Net investment income (loss)................ $ 1,112,686,413 $ 963,946,776
Net realized gain (loss).................... 696,751 1,668
--------------- ---------------
Net increase (decrease) in net assets
resulting from operations.................. 1,113,383,164 963,948,444
--------------- ---------------
DIVIDENDS AND/OR DISTRIBUTIONS TO
SHAREHOLDERS............................... (1,112,686,413) (963,946,776)
--------------- ---------------
BENEFICIAL INTEREST TRANSACTIONS
Net increase (decrease) in net assets
resulting from beneficial interest
transactions............................... 3,475,869,627 913,155,440
--------------- ---------------
NET ASSETS
Total increase.............................. 3,476,566,378 913,157,108
Beginning of period......................... 18,733,798,571 17,820,641,463
--------------- ---------------
End of period............................... $22,210,364,949 $18,733,798,571
=============== ===============
See accompanying Notes to Financial Statements.
20
Financial Highlights
Centennial Money Market Trust
Year Ended June 30,
2001 2000 1999 1998 1997
------- ------- ------- ------- ------
PER SHARE OPERATING DATA
Net asset value,
beginning of period..... $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment
operations--net
investment income and
net realized gain....... .06 .05 .05 .05 .05
Dividends and/or
distributions to
shareholders............ (.06) (.05) (.05) (.05) (.05)
------- ------- ------- ------- ------
Net asset value, end of
period.................. $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= ======
TOTAL RETURN(/1/)........ 5.51% 5.36% 4.75% 5.16% 4.97%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(in millions)........... $22,210 $18,734 $17,821 $15,114 $9,063
Average net assets (in
millions)............... $20,830 $18,537 $17,128 $12,617 $8,033
Ratios to average net
assets:(/2/)
Net investment income.... 5.34% 5.20% 4.63% 5.04% 4.86%
Expenses................. 0.67% 0.67% 0.66% 0.68%(/3/) 0.73%(/3/)
Expenses, net of
reduction to excess
expenses................ N/A N/A N/A 0.66% 0.67%
1. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period, with all dividends reinvested in
additional shares on the reinvestment date, and redemption at the net asset
value calculated on the last business day of the fiscal period. Total returns
reflect changes in net investment income only. Total returns are not annualized
for periods less than one year.
2. Annualized for periods of less than one full year.
3. Expense ratio reflects the reduction to custodian expenses.
See accompanying Notes to Financial Statements.
21
Notes to Financial Statements
Centennial Money Market Trust
1. Significant Accounting Policies
Centennial Money Market Trust (the Trust) is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.
The Trust’s investment objective is to seek the maximum current income that
is consistent with low capital risk and the maintenance of liquidity. The
Trust’s investment advisor is Centennial Asset Management Corporation (the
Manager), a subsidiary of OppenheimerFunds, Inc. (OFI). The following is a
summary of significant accounting policies consistently followed by the Trust.
Securities Valuation. Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
Repurchase Agreements. The Trust requires its custodian bank to take
possession, to have legally segregated in the Federal Reserve Book Entry System
or to have segregated within the custodian’s vault, all securities held as
collateral for repurchase agreements. The market value of the underlying
securities is required to be at least 102% of the resale price at the time of
purchase. If the seller of the agreement defaults and the value of the
collateral declines, or if the seller enters an insolvency proceeding,
realization of the value of the collateral by the Trust may be delayed or
limited.
Federal 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 or excise tax provision is required.
>Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
Security Transactions. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of iden-
tified cost.
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.
22
Notes to Financial Statements (Continued)
Centennial Money Market Trust
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:
Year Ended June 30, 2001 Year Ended June 30, 2000
--------------------------------- ---------------------------------
Shares Amount Shares Amount
--------------- ---------------- --------------- ----------------
Sold....................... 56,834,272,372 $ 56,834,272,372 59,623,565,708 $ 59,623,565,708
Dividends and/or
distributions reinvested.. 1,119,562,805 1,119,562,805 928,419,736 928,419,736
Redeemed................... (54,477,965,550) (54,477,965,550) (59,638,830,004) (59,638,830,004)
--------------- ---------------- --------------- ----------------
Net increase (decrease).... 3,475,869,627 $ 3,475,869,627 913,155,440 $ 913,155,440
=============== ================ =============== ================
3. Fees and Other Transactions with Affiliates
Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Trust which provides for a fee of
0.50% of the first $250 million of the Trust’s net assets; 0.475% of the
next $250 million; 0.45% of the next $250 million; 0.425% of the next $250
million; 0.40% of the next $250 million; 0.375% of the next $250 million; 0.35%
of the next $500 million; and 0.325% of net assets in excess of $2 billion. In
the agreement, the Manager guarantees that the Trust’s total expenses in
any fiscal year, exclusive of taxes, interest and brokerage concessions, and
extraordinary expenses such as litigation costs, shall not exceed the lesser of
1.5% of the average annual net assets of the Trust up to $30 million and 1% of
its average annual net assets in excess of $30 million; or 25% of the total
annual investment income of the Trust. The Trust’s management fee for the
year ended June 30, 2001, was an annualized rate of 0.33%.
Transfer Agent Fees. Shareholder Services, Inc. (SSI) acts as the transfer and
shareholder servicing agent for the Trust and for other registered investment
companies. The Trust pays SSI an annual maintenance fee for each Trust share-
holder account.
Service Plan Fees. Under an approved service plan, the Trust may expend up to
0.20% of its average annual net assets annually to reimburse the Manager, 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 financial institutions. During the year ended
June 30, 2001, the Trust paid $1,335 to a broker-dealer affiliated with the
Manager as reimbursement for distribution-related expenses.
4. Illiquid or Restricted Securities
As of June 30, 2001, investments in securities included issues that are
illiq- uid or restricted. Restricted securities are often purchased in private
placement transactions, are not registered
23
Notes to Financial Statements (Continued)
Centennial Money Market Trust
4. Illiquid or Restricted Securities (continued)
under the Securities Act of 1933, may have contractual restrictions on
resale, and are valued under methods approved by the Board of Trustees as
reflecting fair value. A security may also be considered illiquid if it lacks a
readily available market or if its valuation has not changed for a certain
period of time. The Trust intends to invest no more than 10% of its net assets
(determined at the time of purchase and reviewed periodically) in illiquid or
restricted
Valuation Per
Acquisition Cost Unit as of
Security Date Per Unit June 30, 2001
-------- --------------- -------- -------------
Short-Term Notes
Travelers Insurance Co................... 9/15/00-10/5/00 $1.00 $1.00
securities. Certain restricted securities, eligible for resale to qualified in-
stitutional investors, are not subject to that limitation. The aggregate value
of illiquid or restricted securities subject to this limitation as of June 30,
2001, was $937,255,820, which represents 4.22% of the Trust's net assets, of
which $88,000,000 is considered restricted. Information concerning restricted
securities is as follows:
24
A-
Appendix A
Description of Securities Ratings
Below is a description of the two highest rating categories for Short Term
Debt and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on behalf
of the Fund. The ratings descriptions are based on information supplied by
the ratings organizations to subscribers.
SHORT TERM DEBT RATINGS.
Moody's Investors Service, Inc. ("Moody's")
The following rating designations for commercial paper (defined by Moody's as
promissory obligations not having original maturity in excess of nine
months), are judged by Moody's to be investment grade, and indicate the
relative repayment capacity of rated issuers:
Prime-1: Superior capacity for repayment. Capacity will normally be
evidenced by the following characteristics: (a) leading market positions in
well-established industries; (b) high rates of return on funds employed; (c)
conservative capitalization structure 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:
MIG 1/VMIG 1: Denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support or
demonstrated broad-based access to the market for refinancing.
MIG 2/VMIG 2: Denotes strong credit quality. Margins of protection are ample
although not as large as in the preceding group.
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. ("Standard and Poor's")
The following ratings by Standard and Poor's for commercial paper (defined by
Standard and Poor's as debt having an original maturity of no more than 365
days) assess the likelihood of payment:
A-1: Obligation is rated in the highest category. The obligor's capacity to
meet its financial commitment on the obligation is strong. Within this
category, a plus (+) sign designation indicates the obligor's capacity to
meet its financial obligation is extremely strong.
A-2: Obligation is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in higher
rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.
Standard and Poor's ratings for Municipal Notes due in 3 years or less:
------------------------------------------------------------------------
SP-1: Strong capacity to pay principal and interest. An issue determined to
possess a very strong capacity to pay debt service is given a (+) designation.
SP-2: Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.
Standard and Poor's 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, Standard and Poor's note rating symbols are used with
the commercial paper symbols (for example, "SP-1+/A-1+").
Fitch, 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:
F1: Highest credit quality. Strongest capacity for timely payment of
financial commitments. May have an added "+" to denote any exceptionally
strong credit feature.
F2: Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the
case of higher ratings.
LONG TERM DEBT RATINGS.
These ratings are relevant for securities purchased by the Fund with a
remaining maturity of 397 days or less, or for rating issuers of short-term
obligations.
Moody's
Bonds (including municipal bonds) are rated as follows:
Aaa: Judged to be the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt edged." 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, the changes that can be expected are most unlikely to impair the
fundamentally strong position 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 with "Aaa" securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which make the
long-term risk appear somewhat larger than that of "Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the obligation ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates a ranking in the lower end
of that generic rating category.
Standard and Poor's
Bonds (including municipal bonds maturing beyond 3 years) are rated as
follows:
AAA: Bonds rated "AAA" have the highest rating assigned by Standard & Poor's.
The obligor's capacity to meet its financial commitment on the obligation is
extremely strong.
AA: Bonds rated "AA" differ from the highest rated obligations only in small
degree. A strong capacity to meet its financial commitment on the obligation
is very strong.
Fitch
AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of
credit risk. They are assigned only in the case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.
AA: Very High Credit Quality. "AA" ratings denote a very low expectation of
credit risk. They indicate a very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.
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+".
Appendix B
------------------------------------------------------------------------------
Industry Classifications
------------------------------------------------------------------------------
Aerospace/Defense Food and Drug Retailers
Air Transportation Gas Utilities
Asset-Backed Health Care/Drugs
Auto Parts and Equipment Health Care/Supplies & Services
Automotive Homebuilders/Real Estate
Bank Holding Companies Hotel/Gaming
Banks Industrial Services
Beverages Information Technology
Broadcasting Insurance
Broker-Dealers Leasing & Factoring
Building Materials Leisure
Cable Television Manufacturing
Chemicals Metals/Mining
Commercial Finance Nondurable Household Goods
Communication Equipment Office Equipment
Computer Hardware Oil - Domestic
Computer Software Oil - International
Conglomerates Paper
Consumer Finance Photography
Consumer Services Publishing
Containers Railroads & Truckers
Convenience Stores Restaurants
Department Stores Savings & Loans
Diversified Financial Shipping
Diversified Media Special Purpose Financial
Drug Wholesalers Specialty Printing
Durable Household Goods Specialty Retailing
Education Steel
Electric Utilities Telecommunications - Long Distance
Electrical Equipment Telephone - Utility
Electronics Textile, Apparel & Home Furnishings
Energy Services Tobacco
Entertainment/Film Trucks and Parts
Environmental Wireless Services
Food
C-6
------------------------------------------------------------------------------
Centennial Money Market Trust
------------------------------------------------------------------------------
Investment Advisor and Distributor
Centennial Asset Management Corporation
6803 South Tucson Way
Englewood, Colorado 80112
Sub-Distributor
OppenheimerFunds Distributor, Inc.
P.O. Box 5254
Denver, Colorado 80217
Transfer Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
1-800-525-9130
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202
PX0150.001.1101
CENTENNIAL MONEY MARKET TRUST
FORM N-1A
PART C
OTHER INFORMATION
Item 23. Exhibits
(a) (i) Restated Declaration of Trust dated February 26, 1986: Previously
filed with Registrant's Post-Effective Amendment No. 14 (10/28/88), and
refiled with Registrant's Post-Effective Amendment No. 21 (10/28/94),
pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.
(ii) Amendment to Restated Declaration of Trust dated May 15, 1999:
Previously filed with Registrant's Post-Effective Amendment No. 28 (8/27/99),
and incorporated herein by reference.
(iii) Amendment to the Declaration of Trust dated February 9, 2001:
Filed herewith.
(b) By-Laws, as amended and restated through October 24, 2000: Filed
herewith.
(c) (i) Specimen Share Certificate: Filed herewith.
(ii) Form of Specimen Share Certificate for Class Y shares: Filed herewith.
(d) Amended and Restated Investment Advisory Agreement dated October 22,
1990, as amended November 21, 1997: Previously filed with Registrant's Post
Effective Amendment No. 25 (10/28/98), pursuant to Item 102 of Regulation S-T
and incorporated herein by reference.
(e) (i) General Distributor's Agreement Centennial Asset Management
Corporation dated October 13, 1992: Previously filed with Registrant's Post
Effective Amendment No. 20 (10/29/93), and incorporated herein by reference.
(ii) Sub-Distributor's Agreement between Centennial Asset Management
Corporation and OppenheimerFunds Distributor, Inc. dated May 28, 1993:
Previously filed with Post-Effective Amendment No. 20 (10/29/93), and
incorporated herein by reference.
(iii) Form of Dealer Agreement of Centennial Asset Management
Corporation: Previously filed with Post-Effective Amendment No. 23 of
Centennial Government Trust (Reg. No. 2-75912), (11/1/94), and incorporated
herein by reference.
Form of Deferred Compensation Agreement for Disinterested Trustees/Directors:
Filed with Post-Effective Amendment No. 40 to the Registration Statement of
Oppenheimer High Yield Fund (Reg. No. 2-62076), (10/27/98), and incorporated
herein by reference.
(g) Global Custodial Services Agreement dated May 3, 2001 between
Registrant and Citibank, N.A.: Filed herewith.
(h) Not applicable.
(i) Opinion and Consent of Counsel dated September 22, 1981: Previously
filed with Registrant's Post-Effective Amendment No. 3 (9/29/81), refiled
with Registrant's Post-Effective Amendment No. 21 (10/28/94), pursuant to
Item 102 of Regulation S-T and incorporated herein by reference.
(j) Independent Auditors' Consent: Filed herewith.
(k) Not applicable.
(l) Not applicable.
(m) Service Plan and Agreement between Registrant and Centennial Asset
Management Corporation under Rule 12b-1 dated August 24, 1993: Previously
filed with Registrant's Post-Effective Amendment No. 20, (10/29/93), and
incorporated herein by reference.
Oppenheimer Funds Multiple Class Plan under Rule 18f-3 March 18, 1996
and updated through 8/21/01: Previously filed with Post-Effective Amendment
No.20, to the registration statement of Oppenheimer Cash Reserves Fund (Reg.
No. 33-23223), (09/27/01), and incorporated herein by reference.
Powers of Attorney for all Trustees/Directors and Officers except for Mr.
Armstrong, Mr. Cameron, Mr. Marshall and Mr. Grabish: Previously filed with
Pre-Effective Amendment No. 2 to the Registration Statement of Oppenheimer
Select Managers (Reg. No. 333-49774), (2/8/01), and incorporated herein by
reference.
Powers of Attorney for Mr. Armstrong, Mr. Bowen, Mr. Cameron, Mr. Marshall
and Mr. Grabish: Previously filed with Registrant's Pre-Effective Amendment
No. 32 (08/24/01), and incorporated herein by reference.
Power of Attorney for Mr. Murphy: Filed herewith.
(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated
March 1, 2000 under Rule 17j-1 of the Investment Company Act of 1940:
Previously filed with the initial Registration Statement of Oppenheimer
Emerging Growth Fund (Reg. No. 333-44176), (8/21/00), and incorporated herein
by reference.
Item 24. - Persons Controlled by or Under Common Control with the Fund
----------------------------------------------------------------------
None.
Item 25. - Indemnification
--------------------------
Reference is made to the provisions of Article Seven of Registrant's Amended
and Restated Declaration of Trust filed as Exhibit 23(a) to this Registration
Statement, and incorporated herein by reference.
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 26. Business and Other Connections of Investment Adviser
-------- ----------------------------------------------------
(a) Centennial Asset Management Corporation is the investment adviser of
the Registrant; it and certain subsidiaries and affiliates act in the same
capacity to other registered investment companies as described in Parts A and
B hereof and listed in Item 26(b) below.
There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each officer and
director of Centennial Asset Management Corporation is, or at any time during
the past two fiscal years has been, engaged for his/her own account or in the
capacity of director, officer, employee, partner or trustee.
Name and Current Position
with Centennial Asset Other Business and Connections
Management Corporation During the Past Two Years
---------------------- -------------------------
Robert Agan,
Vice President Vice President of Shareholder Services, Inc.
Katherine P. Feld,
Secretary and Director Vice President and Secretary of the Sub-Distributor
and of OppenheimerFunds, Inc.; Vice President and Secretary of Oppenheimer
Real Asset Management, Inc.; Secretary of HarbourView Asset Management
Corporation, Oppenheimer Partnership Holdings, Inc., Shareholder Financial
Services, Inc. and Shareholder Services, Inc.
Ray Olson,
Treasurer Assistant Vice President of OppenheimerFunds, Inc.
Brian W. Wixted,
Assistant Treasurer Senior Vice President and Treasurer (since March
1999) of OppenheimerFunds, Inc., HarbourView Asset Management Corporation,
Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings,
Inc., of OFI Private Investments, Inc. (since March 2000) and of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since May 2000); Treasurer and Chief Financial Officer (since May 2000) of
PIMCO Trust Company; Assistant Treasurer (since March 1999) of Oppenheimer
Acquisition Corp.; an officer of other Oppenheimer funds; formerly Principal
and Chief Operating Officer, Bankers Trust Company - Mutual Fund Services
Division (March 1995 - March 1999).
Arthur J. Zimmer,
Vice President Senior Vice President (since April 1999) of HarbourView
Asset Management Corporation; an officer and/or portfolio manager of certain
Oppenheimer funds.
The Oppenheimer Funds include the New York-based Oppenheimer Funds, the
Denver-based Oppenheimer Funds and the Oppenheimer Quest /Rochester Funds, as
set forth below:
New York-based Oppenheimer Funds
--------------------------------
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer Multiple Strategies Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer Series Fund, Inc.
Oppenheimer Special Value Fund
Oppenheimer Trinity Core Fund
Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust
Quest/Rochester Funds
---------------------
Limited Term New York Municipal Fund
Oppenheimer Convertible Securities Fund
Oppenheimer MidCap Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Rochester Fund Municipals
Denver-based Oppenheimer Funds
------------------------------
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Capital Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Municipal Fund
Oppenheimer Real Asset Fund
Oppenheimer Select Managers
Oppenheimer Senior Floating Rate Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc.,
HarbourView Asset Management Corp., Oppenheimer Partnership Holdings, Inc.,
Oppenheimer Acquisition Corp. and OFI Private Investments, Inc. 6803 South
Tucson Way, Englewood, Colorado 80112.
The address of the New York-based Oppenheimer Funds, the Quest Funds, the
Rochester-based funds, the Denver-based Oppenheimer Funds, Shareholder
Financial Services, Inc., Shareholder Services, Inc., OppenheimerFunds
Services, Centennial Asset Management Corporation, Centennial Capital Corp.,
and Oppenheimer Real Asset Management, Inc. is 6803 South Tucson Way,
Englewood, Colorado 80112.
Item 27. Principal Underwriter
------- ---------------------
(a) Centennial Asset Management Corporation is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which Centennial Asset
Management Corporation is the investment adviser, as described in Part A and
B of this Registration Statement and listed in Item 26(b) above.
(b) The directors and officers of the Registrant's principal underwriter
are:
Name & Principal Positions & Offices Positions and Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------
Robert Agan(1) Vice President None
Katherine P. Feld(1) Secretary and Director None
Ray Olson Treasurer None
Brian W. Wixted Assistant Treasurer Treasurer
Arthur Zimmer(2) Vice President None
(1)498 7th Avenue, NY, NY 10018
(2)6803 South Tucson Way, Englewood, CO 80112
(c) Not applicable.
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
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 County of Arapahoe and State of Colorado on
the on the 25th day of October, 2001.
CENTENNIAL MONEY MARKET TRUST
By: /s/ James C. Swain*
-----------------------------------
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 on
the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ James C. Swain* Chairman of the Board,
---------------------------------- Chief Executive Officer October 25, 2001
James C. Swain and Trustee
/s/ John V. Murphy* President
---------------------------------- October 25, 2001
John V. Murphy
/s/ Brian W. Wixted* Treasurer and Principal October 25, 2001
---------------------------------- Financial and
Brian W. Wixted Accounting Officer
/s/ William L. Armstrong * Trustee October 25, 2001
----------------------------------
William L. Armstrong
/s/ Robert G. Avis* Trustee October 25, 2001
----------------------------------
Robert G. Avis
/s/ George Bowen* Trustee October 25, 2001
----------------------------------
George Bowen
s/ Edward L. Cameron * Trustee October 25, 2001
----------------------------------
Edward L. Cameron
/s/ Jon S. Fossel* Trustee October 25, 2001
----------------------------------
Jon S. Fossel
/s/Richard F. Grabish* Trustee October 25, 2001
----------------------------------
Richard F. Grabish
/s/ Sam Freedman* Trustee October 25, 2001
----------------------------------
Sam Freedman
/s/ C. Howard Kast* Trustee October 25, 2001
----------------------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee October 25, 2001
----------------------------------
Robert M. Kirchner
/s/ F. William Marshall Trustee October 25, 2001
----------------------------------
F. William Marshall
*By: /s/ Robert G. Zack
-----------------------------------------
Robert G. Zack, Attorney-in-Fact
CENTENNIAL MONEY MARKET TRUST
Registration Statement No. 2-65245
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
23(a) Amendment to the Declaration of Trust
23(b) Amended and Restated By-Laws
23(c)(i) Specimen Share Certificate
23(c)(ii) Specimen Share Certificate Class Y shares
23(g) Global Custodial Services Agreement
23(j) Independent Auditors' Consent
23(o) Power of Attorney
Prosai/150/150ptc_01(b).doc
--------
1 Messrs. Bowen, Cameron and Marshall are not Directors of Panorama Series
Fund, Inc. Messrs. Armstrong, Bowen, Cameron, Fossel and Marshall are not
Managing General Partners of Centennial America Fund, L.P. Mr. Grabish is
only a Trustee of Centennial Money Market Trust, Centennial Tax Exempt Trust,
Centennial Government Trust, Centennial New York Tax Exempt Trust and
Centennial California Tax Exempt Trust.
2. In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Trustees" in this Statement of Additional Information refers to
those Trustees who are not "interested persons" of the Fund and who do not
have any direct or indirect financial interest in the operation of any
agreement under the plan.
-1-
Exhibit 23(b)
CENTENNIAL MONEY MARKET TRUST
BY-LAWS
(as amended and restated through October 24, 2000)
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 Fund or at such other place as may from time to time be
designated by the Board of Trustees and stated in the notice of meeting.
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 hold 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 Shareholders. 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 at such meeting by
leaving the same with each Shareholder at the Shareholder's residence or usual
place of business or by mailing it, postage prepaid and addressed to the
Shareholder's address as it appears upon the books of the Fund. In lieu thereof,
such notice also may be delivered by such other means, for example electronic
delivery, to the extent consistent with applicable laws.
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 record
-------------
date for the determination of Shareholders entitled to notice of and to vote at any
meeting of Shareholders and Shareholders entitled to receive any dividend payment
or allotment of rights, as the case may be. 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 Fund, upon receipt of the request in writing signed by not less than
ten Shareholders (who have been such for at least six months) holding Shares of the
Fund valued at $25,000 or more at current offering price (as defined in the Fund's
Prospectus), or holding not less than one percent in amount of the entire number of
shares of the Fund 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 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 Fund, or at the offices of the Fund's transfer agents, 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 stock of the
Fund 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 as
might have been lawfully transacted had the meeting not been adjourned.
If a quorum is present but sufficient votes in favor of one or more proposals
have not been received, any of the persons named as proxies or attorneys-in-fact
may propose and approve one or more adjournments of the meeting to permit further
solicitation of proxies with respect to any proposal. All such adjournments will
require the affirmative vote of a majority of the shares present in person or by
proxy at the session of the meeting to be adjourned. Prior to any such
adjournment, any lawful business may be transacted.
Section 7. Voting and Inspectors. At all meetings of shareholders, every
-----------------------
shareholder of record entitled to vote at such meeting shall be entitled to vote at
such meeting either in person of by proxy. Proxies may be given by or on behalf of
a Shareholder in writing or by electronic means, including by telephone, facsimile
or via the Internet.
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 of the 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 neither the Chairman of the Board of Trustees,
the President nor any Vice-President is present, by a chairman to be elected at the
meeting. The Secretary of the Fund, if present, shall act as Secretary of such
meetings, or if he is not present, an Assistant Secretary shall so act, or if
neither the Secretary nor an Assistant Secretary is present, then 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
----------------------------
Fund 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 meeting of Shareholders of the Fund next succeeding
his election 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 occurring for any reason, including vacancies created by any such
increase in the number of Trustees until the next annual meeting 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. 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 becomes 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 two-thirds of
the outstanding Shares of the Fund, 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 Fund outside Massachusetts, at any
office or offices of the Fund 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. One such regular meeting during each fiscal year of the
Fund shall be designated an annual meeting of the Board of Trustees.
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 meeting 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 Fund (including the power to authorize the seal of the Fund 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 Fund 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 of the Fund 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. The Declaration of Trust shall not be deemed
----------------
to affect any other indemnification rights to which an indemnitee may be entitled
to the extent permitted by applicable law. Such rights to indemnification shall
not be deemed exclusive of any other rights to which such indemnitee may be
entitled under any statue, By-Law, contract or otherwise.
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. Share Certificates. Each Shareholder of any Series of the Fund
--------------------
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 Fund 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 Fund 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 Fund, containing the
---------------
name and address of the Shareholders of each Series of the Fund and the number of
shares of that Series, held by them respectively, shall be kept at the principal
offices of the Fund or, if the Fund employs a transfer agent, at the offices of the
transfer agent of the Fund.
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 Fund 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 Fund, in such form
and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Fund shall be fixed by the Board of Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Fund 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.
Centennial/150/2001/Exhibit23(b).doc
Amendment to Declaration of Trust
of
Centennial Money Market Trust
This amendment to the Declaration of Trust of Centennial Money Market Trust
is executed this 9th day of February, 2001.
WHEREAS, the Trustees established Centennial Money Market Trust (the
"Trust"), a business trust, under the laws of the Commonwealth of
Massachusetts, for the investment and reinvestment of funds contributed
thereto, under an Agreement and Declaration of Trust dated February 26, 1986
as filed with the Commonwealth of Massachusetts; and
WHEREAS, part 5, Article NINTH of the Declaration of Trust requires that
amendments thereto be by an instrument in writing signed by an officer of the
Trust pursuant to a majority vote of the Trustees and filed with the
Commonwealth of Massachusetts; and
WHEREAS, the Trustees now desire to amend the Declaration of Trust and such
amendments and filing thereof have been approved by a majority of the
Trustees.
NOW, THEREFORE,
1. Part 7, Article NINTH of the Declaration of Trust is hereby amended as
follows:
The Trustees may, without the vote or consent of the
Shareholders, amend or otherwise supplement this Declaration of
Trust by executing or authorizing an officer of the Trust to
execute on their behalf a Restated Declaration of Trust
supplemental hereto, which thereafter shall for a part hereof,
provided, however, that none of the following amendment shall be
effective unless also approved by a favorable vote of the holders
of a "majority" of the outstanding securities, as defined in the
Act, or by any larger vote which may be required by applicable
law in any particular case: (i) any amendment to parts 1 and 2,
Article FIFTH; (ii) any amendment to this part 7, Article NINTH;
(iii) any amendment to Part 1, Article NINTH; and (iv) any
amendment to part 4(a), Article NINTH that would change the
=
voting rights of Shareholders contained therein. Any amendment
required to be submitted to the Shareholders that, as the
Trustees determine, shall affect the Shareholders of any class
shall, with respect to the class so affected, be authorized by
vote of the Shareholders of that class and no vote of
Shareholders of a class not affected by the amendment with
respect to that class shall be required. Notwithstanding
anything else herein, any amendment to Article NINTH, part 1
shall not limit the rights to indemnification or insurance
provided therein with respect to action or omission or
indemnities or Shareholder indemnities prior to such amendment.
2. Part 1, Article FIFTH of the Declaration of Trust is hereby amended as
follows:
The Shareholders shall have the power to vote (i) for the
election of Trustees when that issue is submitted to them, (ii)
with respect to the amendment of this Declaration of Trust, to
the extent and as provided in part 7, Article NINTH, (iii) 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 (iv) 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.
3. These revisions to the Declaration of Trust shall become effective on
February 9, 2001.
4. All other terms and conditions of the Declaration of Trust shall remain
the same.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
signed on the day and year first set forth above.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
9th day of February 2001.
/s/ William L. Armstrong /s/ Raymond J.
Kalinowski
William L. Armstrong Raymond J. Kalinowski
11 Carriage Lane 44 Portland Drive
Littleton, CO 80121 St. Louis, MO 63131
/s/ Robert G. Avis /s/ C. Howard Kast
Robert G. Avis C. Howard Kast
1706 Warson Estates Drive 2552 East Alameda #30
St. Louis, MO 63124 Denver, CO 80209
/s/ George C. Bowen /s/ Robert M. Kirchner
George C. Bowen Robert M. Kirchner
9224 Bauer Court 2800 S. University Blvd. #131
Denver, CO 80210
Lone Tree, CO 80124
/s/ Edward Cameron /s/ Bridget A. Macaskill
Edward Cameron Bridget A. Macaskill
Spring Valley Road 160 East 81st Street
Morristown, NJ 07960 New York, NY 10028
/s/ Jon S. Fossel /s/ F. William Marshall Jr.
Jon S. Fossel F. William Marshall Jr.
187 Mead Street - Box 44 87 Ely Road
Waccabuc, NY 10597 Longmeadow, MA 01106
/s/ Sam Freedman /s/ James C. Swain
Sam Freedman James C. Swain
4975 Lakeshore Drive 355 Adams Street
Littleton, CO 80123 Denver, CO 80206
Centennial/150/2001/Exhibit23(a).doc
Exhibit 23(c)
CENTENNIAL MONEY MARKET TRUST
Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within decorative
border)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner, box with heading: SHARES below cert.
no.)
(centered below boxes)
Centennial Money Market Trust
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR CERTAIN
DEFINITIONS
(box with number)
CUSIP 151355 104
(at left) is the owner of
(centered) FULLY PAID SHARES OF BENEFICIAL INTEREST OF
CENTENNIAL MONEY MARKET 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 at left of seal) Dated: (signature at
right of seal)
/s/ Brian W. Wixted /s/ Robert G. Zack
-------------------------
-------------------------
TREASURER SECRETARY
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
CENTENNIAL MONEY MARKET TRUST
SEAL
1979
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 CENTENNIAL
a watermark when viewed at an angle. ASSET MANAGEMENT CORPORATION
It is invalid without this watermark:
-------------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
Exhibit 23(c)(ii)
CENTENNIAL MONEY MARKET TRUST
Form of Class Y Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within decorative border)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner, box with heading: CLASS Y SHARES below cert.
no.)
(centered below boxes)
Centennial Money Market Trust
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR CERTAIN
DEFINITIONS
(box with number)
CUSIP (number)
(at left) is the owner of
(centered) FULLY PAID CLASS Y SHARES OF BENEFICIAL INTEREST OF
CENTENNIAL MONEY MARKET 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 at left of seal) Dated: (signature at right of
seal)
/s/ Brian W. Wixted /s/ Robert G. Zack
------------------------- -------------------------
TREASURER SECRETARY
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
CENTENNIAL MONEY MARKET TRUST
SEAL
1979
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)
-----------------------------------------------------------------------
-------------------------------------------------------- Class Y 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 CENTENNIAL
a watermark when viewed at an angle. ASSET MANAGEMENT CORPORATION
It is invalid without this watermark:
-------------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
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GLOBAL CUSTODIAL SERVICES
AGREEMENT
------------------------------------------------------------------------------
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TABLE OF CONTENTS
1. DEFINITIONS.............................................................1
2. APPOINTMENT OF CUSTODIAN................................................3
3. PROPERTY ACCEPTED.......................................................3
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS............................4
5. INSTRUCTIONS............................................................5
6. PERFORMANCE BY THE CUSTODIAN............................................5
7. REGISTRATION AND OTHER ACTION...........................................7
8. CUSTODY CASH ACCOUNT PAYMENTS...........................................8
9. ASSURED INCOME PAYMENT SERVICE..........................................8
10. WITHDRAWAL AND DELIVERY..................................................8
11. ACCESS AND RECORDS.......................................................9
12. USE OF AGENTS............................................................9
13. CITICORP ORGANIZATION INVOLVEMENT.......................................10
14. SCOPE OF RESPONSIBILITY.................................................10
15. LITIGATION; INDEMNITY...................................................12
16. SET-OFF.................................................................13
17. FEES AND EXPENSES.......................................................13
18. TAX STATUS/WITHHOLDING TAXES............................................14
19. TERMINATION.............................................................14
20. ASSIGNMENT..............................................................14
21. INTENTIONALLY DELETED...................................................15
22. DISCLOSURE..............................................................15
23. NOTICES.................................................................15
24. GOVERNING LAW AND JURISDICTION..........................................16
25. MISCELLANEOUS...........................................................16
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THIS GLOBAL CUSTODIAL SERVICES AGREEMENT is made on the day of May
---- ---------------
, 2001, by and between each investment company identified on Appendix A
--
attached hereto (each hereinafter referred to as the "Client") individually
and severally, and not jointly and severally, and Citibank, N. A. (the
"Custodian").
1.....DEFINITIONS
-----------
"Agreement" means this Global Custodial Services Agreement, as amended
from time to time, and any other terms and conditions agreed upon by the
Client and the Custodian in writing from time to time in connection with this
Agreement.
"Assured Income Payment Service" means the Custodian's services in
which interest, dividends or other such periodic income, to which the Client
is entitled, on Securities specified by the Custodian from time to time at
its absolute discretion, are credited to the Custody Cash Account in respect
of such Securities.
"Assured Income Payment Standards" means the terms and conditions
governing the Assured Income Payment Service, as such terms and conditions
are amended and/or supplemented from time to time by, and at the absolute
discretion of, the Custodian.
"Assured Payment" means, in relation to those Securities specified by
the Custodian under the Assured Income Payment Service, an amount equal to
the interest, dividends or periodic income that is due to the Client in
respect of such Securities less any taxes, duties, levies, charges or any
other withholding payments payable in respect of such interest, dividends or
periodic income.
"Assured Payment Date" means, in relation to the payment of any
interest, dividend or periodic income of any particular Securities specified
by the Custodian under the Assured Income Payment Service, the date on which
such interest, dividend or periodic income is normally payable in respect of
such Securities or such other date as may be notified by the Custodian to the
Client from time to time.
"Authorized Person" means (i) any person who has been authorized by the
Client (including, for avoidance of doubt, any officer or employee of such
agent or person), by notice in writing to the Custodian, to act on its behalf
in the performance of any act, discretion or duty under this Agreement, or
(ii) any other person holding a duly executed power of attorney from the
Client which is in a form acceptable to the Custodian.
"Branch" means any branch or office of Citibank, N.A.
"Citicorp Organization" means Citicorp and any company of which
Citicorp is, now or hereafter, directly or indirectly a shareholder or
owner. For the purposes of this Agreement, each Branch shall be deemed to be
a separate member of the Citicorp Organization.
"Clearance System" means The Federal Reserve Bank of New York, The
Depository Trust Company, Participants Trust Company, Cedel Bank, S.A., the
Euroclear System operated by Morgan Guaranty Trust Company of New York, the
CREST system operated by CREST CO. Limited, the Central Money Markets Office,
the Central Gilts Office and such other clearing agency, settlement system or
depository as may from time to time be used in connection with transactions
relating to Securities, and any nominee, clearing agency, or depository for
any of the foregoing.
"Custody Account" means the custody account or accounts in the name of
the Client and/or such other name as the Client may reasonably designate, for
the deposit of any Property (other than cash) from time to time received by
the Custodian for the account of the Client.
"Custody Cash Account" means the cash account or accounts, which, at
the discretion of the Client, may be either a subaccount(s) of the Custody
Account or a demand deposit account(s), in the name of the Client and/or such
other name as the Client may reasonably designate, for the deposit of cash in
any currency received by the Custodian from time to time for the account of
the Client, whether by way of deposit or arising out of or in connection with
any Property in the Custody Account.
"Deposit" includes, with respect to any Securities not physically
maintained in the possession of the Custodian (e.g. with a Clearance System
or Subcustodian), the crediting of such Securities to the Custody Account.
"Fee Agreement" means the agreement between the Custodian and the
Client setting forth the fees, costs and expenses to be paid by the Client to
the Custodian in connection with the custodial services provided pursuant to
this Agreement, as such fee agreement may be amended at the Custodian's
reasonable discretion from time to time by prior written agreement of the
Custodian and the Client.
"Hold" includes, with respect to any Securities not physically
maintained in the possession of the Custodian (e.g. with a Clearance System
or Subcustodian), maintaining the credit of such Securities to the Custody
Account.
"Instructions" means any and all instructions received by the Custodian
from, or reasonably believed by the Custodian in good faith to be from, any
Authorized Person, including any instructions communicated through any manual
or electronic medium or system agreed between the Client and the Custodian
and on such terms and conditions as the Custodian and the Client may agree
from time to time.
"person" means any person, firm, company, corporation, government,
state or agency of a state, or any association or partnership (whether or not
having separate legal personality) of two or more of the foregoing.
"Property" means, as the context requires, all or any part of any
Securities, cash, or any other property from time to time held for the Client
under the terms of this Agreement.
"Rules" means any statutes, rules and regulations (whether of a local
regulatory authority, stock exchange or other entity) in any jurisdiction
with which the Custodian may from time to time be required to comply in the
provision of its services hereunder.
"Securities" means bonds, debentures, notes, stocks, shares, securities
or other financial assets including, but not limited to instruments commonly
known as derivatives, acceptable to the Custodian and all moneys, rights or
property which may at any time accrue or be offered (whether by way of bonus,
redemption, preference, option or otherwise) in respect of any of the
foregoing and any certificates, receipts, warrants or other instruments
(whether in registered or unregistered form) representing rights to receive,
purchase or subscribe for any of the foregoing or evidencing or representing
any other rights or interests therein (including, without limitation, any of
the foregoing not constituted, evidenced or represented by a certificate or
other document but by an entry in the books or other permanent records of the
issuer, a trustee or other fiduciary thereof, a Clearance System or other
person).
"Service Standards" means any written service standards governing the
day to day operations of the custodial services which may be provided to the
Client pursuant to this Agreement subject to such modifications as may be
agreed to by the Custodian and the Client.
"Subcustodian" means a subcustodian (other than a Clearance System)
appointed by the Custodian for the safe-keeping, administration, clearance
and settlement of Securities.
"Taxes" means all taxes, levies, imposts, charges, assessments,
deductions, withholdings and related liabilities, including additions to tax,
penalties and interest imposed on or in respect of the Property, the
transactions effected under this Agreement or the Client; PROVIDED THAT Taxes
does not include income or franchise taxes imposed on or measured by the net
income of the Custodian or its agents.
"1940 Act" means the United States Investment Company Act of 1940.
2. APPOINTMENT OF CUSTODIAN
------------------------
(A) The Client hereby appoints the Custodian to act as its custodian in
accordance with the terms hereof and authorizes the Custodian to establish on
its books, on the terms of this Agreement, the Custody Account, to be
designated to show that the Securities belong to the Client and are
segregated from the Custodian's assets and the Custody Cash Account.
(B) Subject to the express terms of this Agreement, the Client understands
and agrees that the obligations and duties hereunder of the Custodian shall
be performed only by the Custodian or its agents, and shall not be deemed
obligations or duties of any other member of the Citicorp Organization unless
appointed by the Custodian, as contemplated hereby. The Client agrees that
the Custodian may register or record legal title to any Securities in the
name of a nominee company or a Subcustodian in the Citicorp Organization and
may appoint a member of the Citicorp Organization to be a Subcustodian;
provided, however, the Custodian's books and records shall reflect that such
securities are held for the benefit of the Client.
(C) The Client agrees to take any such action which may be necessary and to
execute further documents and provide such materials and information as may
be reasonably requested by the Custodian to enable the Custodian to perform
the duties and obligations under this Agreement, including participation in
any relevant Clearance System, and will notify the Custodian as soon as it
becomes aware of any inaccuracy in such materials or information.
(D) All custody services by the Custodian hereunder shall be provided in
accordance with the Service Standards, a copy of which the Custodian may
supply to the Client from time to time. In the event of any conflict between
any term of this Global Custodial Services Agreement and any term of the
Service Standards, the Global Custodial Services Agreement shall prevail with
respect to such term.
(E) The Client agrees to comply with any relevant security procedures
relating to the provision of custody services under this Agreement which may
be imposed on the Client by any relevant Clearance System, any relevant
securities market, or as may be agreed to between the Client and the
Custodian from time to time, as the case may be.
3. PROPERTY ACCEPTED
-----------------
(A) Subject to Section 3(C) below, the Custodian agrees to accept for
custody in the Custody Account any Securities which are capable of deposit
under the terms of this Agreement.
(B) Subject to Section 3(C) below, the Custodian agrees to accept for
deposit in the Custody Cash Account, cash in any currency (which shall, if
necessary, be credited by the Custodian to different accounts in the
currencies concerned), such cash to be owed to the Client by the Custodian as
banker.
(C) The Custodian may in its reasonable discretion refuse to accept (in
whole or in part) any proposed deposit in either the Custody Account or the
Custody Cash Account if the Custodian reasonably believes that the acceptance
of such deposit would violate any law, rule, regulation, practice or policy
to which the Custodian is subject. The Custodian shall immediately notify
the Client of any such refusal and shall, to the extent possible without any
such violation, establish lawful custody thereof subject to Client's approval.
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
--------------------------------------------
(A) The Client hereby represents, warrants and undertakes to the Custodian
that:
(i) it is duly organized and validly existing under the laws of the
jurisdiction of its organization;
(ii) during the term of this Agreement it (and any person on whose
behalf it may act as agent or otherwise in a representative
capacity) has and will continue to have, or will take all action
necessary to obtain, full capacity and authority to enter into
this Agreement and to carry out the transactions contemplated
herein, and has taken and will continue to take all action to
authorize the execution, delivery and performance of obligations
of the Client, and the validity and enforceability of such
obligations and the rights of the Custodian, under this Agreement;
(iii) except as provided in Clause 16 of this Agreement or
resulting from acts of the Custodian, the Client shall, at all
times be entitled or otherwise authorized to deal with, and
dispose of, all or any part of the Property, whether through a
relevant Clearance System or otherwise, except for any necessary
government consents in any applicable jurisdiction; (which Client
shall use commercially reasonable efforts to obtain).
(iv) Subject to paragraph 14(N), it will assert its interest in Property
held by the Custodian in any Clearance System only in such a way
as could not prevent a transfer of title to a unit of such
Property by the Custodian (or by any other person) where such
transfer is required by the Clearance System; provided that
nothing further shall limit the Client's rights pursuant to
Section 15 hereof.
(v) this Agreement is legal, valid and binding on the Client;
(vi) on or prior to the execution of this Agreement, the Client has provided
to the Custodian certified true copies of evidence of the due
authorization for the execution, delivery and performance of
this Agreement;
(vii) except as provided in Clause 16 of this Agreement, all Property
deposited with the Custodian shall, at all times, be free from
all charges, mortgages, pledges or other such encumbrances,
other than arising in connection with settlement, or to the
extent resulting from the acts of the Custodian.
The Client agrees to inform the Custodian promptly if any statement set forth
in this Section 4(A) ceases to be true and correct as of any date after the
date hereof.
(B) The Custodian hereby represents, warrants and undertakes to the Client
that:
(i) it is duly organized and validly existing under the laws of the
jurisdiction of its organization;
(ii) during the term of this Agreement it has and will continue to
have, or will take all action necessary to obtain, full capacity
and authority to enter into this Agreement and to carry out the
transactions contemplated herein, and has taken and will continue
to take all action (including, without limitation, the obtaining
of all necessary governmental consents in any applicable
jurisdiction) to authorize the execution, delivery and
performance of the obligations of the Custodian, and the validity
and enforceability of such obligations and the rights of Client
under this Agreement; and
(iii) this Agreement is legal, valid and binding on the Custodian.
The Custodian agrees to inform the Client promptly if any statement set forth
in this Section 4(B) ceases to be true and correct as of any date after the
date hereof.
5. INSTRUCTIONS
------------
The Custodian may, in its absolute discretion and without liability on its
part, except for negligence, rely and act upon (and the Client shall be bound
by) any Instructions. Instructions shall continue in full force and effect
until canceled or superseded; PROVIDED THAT any Instruction canceling or
--------------
superseding a prior Instruction must be received by the Custodian at a time
and in a manner that accords the Custodian a reasonable opportunity to act
upon such Instruction. The Custodian shall be entitled to rely upon the
continued authority of any Authorized Person to give Instructions until the
Custodian receives notice from the Client to the contrary.
(B) Instructions shall be governed by and carried out subject to the
prevailing laws, Rules, operating procedures and market practice of any
relevant stock exchange, Clearance System or market where or through which
they are to be executed or carried out, and shall be acted upon only during
banking hours (including applicable cut-off times) and on banking days when
the applicable financial markets are open for business.
(C) Instructions delivered to the Custodian by telephone or facsimile shall
be promptly confirmed in writing, by tested telex, SWIFT, letter, the
Custodian's proprietary electronic banking system or as provided in the
Service Standards, such confirmation shall, where relevant, be made by an
Authorized Person. However, the Custodian may, in its absolute discretion,
rely and act upon telephone or facsimile Instructions before the written
confirmation is received.
(D) The Custodian has offered the Client security procedures for the
transmission of Instructions to the Custodian (and the Client acknowledges
that it has received the same and agrees that the security procedures
mutually agreed to by the Client and the Custodian are commercially
reasonable). As long as the Custodian acts in compliance with such security
procedures and this Section 5, it shall have no further duty to verify the
identity or authority of the person giving or confirming, or the genuineness
or contents of, any Instruction.
(E) The Custodian is authorized to rely upon any Instructions received by
any means, provided that the Custodian and the Client have agreed upon the
means of transmission and the method of identification for such Instructions.
(F) Instructions are to be given in the English language. The Custodian
may in its reasonable discretion and without any liability on its part, act
upon what it reasonably believes in good faith such Instructions to be;
notwithstanding any other provision hereof, the Custodian shall have the
right, in its reasonable discretion to refuse to execute any such Instruction
that the Custodian believes in good faith to be unauthorized or erroneous, in
which event the Custodian shall notify the Client of such refusal and the
reasons therefor without undue delay.
(G) The Client agrees to be bound by any Instructions reasonably believed
by the Custodian to be genuine, whether or not authorized, given to the
Custodian in the Client's name and accepted by the Custodian without
negligence in accordance with the provisions of this Section 5.
6. PERFORMANCE BY THE CUSTODIAN
----------------------------
(A) Custodial duties not requiring further Instructions. In the absence of
----------------------------------------------------
contrary Instructions, the Custodian is authorized by the Client to, and
where applicable, the Custodian shall promptly, carry out the following
actions in relation to the Property:
(i) except as otherwise provided in this Agreement, separately
identify the Property on its records as being held for the
account of the Client and segregate all Property held on behalf
of the Client by the Custodian from the assets of the Custodian;
(ii) sign any affidavits, certificates of ownership or other
certificates relating to the Property which may be required by
any tax or regulatory authority or under the laws of any relevant
jurisdiction, whether governmental or otherwise, and whether
relating to ownership, or income, capital gains or other tax,
duty or levy (and the Client further agrees to ratify and to
confirm or to do, or to procure the doing of, such things as may
lawfully be necessary or appropriate to complete or evidence the
Custodian's actions under this Section 6(A)(ii) or otherwise
under the terms of this Agreement);
collect and receive, for the account of the Client, all income,
payments and distributions in respect of the Property, and credit
the same to the Custody Cash Account;
(iv) take any action which is necessary and proper in connection with
the receipt of income, payments and distributions as are referred
to in Section 6(A)(iii) above, including, without limitation, the
presentation of coupons and other interest items;
(v) collect, receive and hold for the account of the Client any
capital arising out of or in connection with the Property whether
as a result of it being called or redeemed or otherwise becoming
payable and credit the same to the Custody Cash Account;
(vi) take any action which is necessary and proper in connection with
the receipt of any capital as is referred to in Section 6(A)(v)
above, including, without limitation, the presentation for
payment of any Property which becomes payable as a result of its
being called or redeemed or otherwise becoming payable and the
endorsement for collection of checks, drafts and other negotiable
instruments;
(vii) take any action which is necessary and proper to enable the
Custodian to provide services to the Client within, and to
observe and perform its obligations in respect of, any relevant
Clearance System;
(viii) collect, receive and hold for the account of the Client all
Securities received by the Custodian as a result of a stock
dividend, share sub-division or reorganization, capitalization of
reserves or otherwise;
(ix) take any action which is necessary and proper in connection with the
receipt of Securities referred to in Section 6(A)(viii) above;
(x) exchange interim or temporary receipts for definitive
certificates, and old or overstamped certificates for new
certificates and hold such definitive and/or new certificates in
the Custody Account;
(xi) make cash disbursements for any expenses incurred in handling the
Property and for similar items in connection with the Custodian's
duties under this Agreement in accordance with the Fee Agreement,
and debit the same to the Client Cash Account or any other
account of the Client with the Custodian;
deliver to the Client transaction advices and/or regular statements of
account showing the Property held at such intervals as may be
agreed between the parties hereto but subject always to
applicable Rules; and
(xiii) monitor on a continuing basis the custody risks associated with
maintaining assets with any Eligible Securities Depository (as
defined in Rule 17f-7 under the 1940 Act) with which the Client
maintains or proposes to maintain assets pursuant to this
Agreement, and promptly notify the Client of any material change
in such risks (Custodian having delivered to Client an analysis
of the custody risks associated with maintaining assets with each
such Eligible Securities Depository);
The Custodian agrees to exercise reasonable care, prudence and
diligence in performing the duties set forth in Section 6(c)(xii)
above
(B) Custodial duties requiring Instructions. The Custodian is authorized
-------------------------------------------
by the Client to, and where applicable, the Custodian shall, carry out the
following actions in relation to the Property only upon receipt of and in
accordance with specific Instructions:
(i) make payment for and receive Property, or deliver or dispose of
Property;
(ii) (subject to Section 7(C)) deal with subscription, rights, bonus
or scrip issues, conversions, options, warrants and other similar
interests or any other discretionary right in connection with
the Property; and
(iii) subject to the agreement of the Custodian, to carry out any
action other than those mentioned in Section 6(A) above.
7. REGISTRATION AND OTHER ACTION
-----------------------------
(A) The Client understands and agrees that, except as may be specified in
the Service Standards, Property shall be registered as the Custodian may
direct either in the name of the Custodian, Subcustodian or Clearance System,
or nominee of any of them, in the jurisdiction where the Property is required
to be registered or otherwise held; provided, however that the books and
records of the Custodian shall reflect that such securities are held for the
benefit of the Client. Where feasible, the Custodian will arrange on written
request by the Client for the registration of Property with the issuer or its
agent in the name of the Client or its nominee. The Client understands and
agrees, however, that the Custodian shall have discretion to determine
whether such direct registration is feasible.
(B) The Custodian shall, to the extent reasonably possible, notify, make
available or deliver to the Client, in a timely manner, all official notices,
circulars, reports and announcements that are received by the Custodian in
such capacity concerning the Securities held on the Client's behalf that
require discretionary action.
(C) The Custodian shall provide proxy services to the Client only where
there is a separate agreement in relation to proxy services between the
Custodian and the Client.
(D) Upon receipt of each transaction advice and/or statement of account,
the Client shall examine the same and notify the Custodian within sixty (60)
days of the date of any such advice or statement of any discrepancy between
Instructions given and the situation shown in the transaction advice and/or
statement, and/or of any other errors therein. In the event that the Client
does not inform the Custodian in writing of any exceptions or objections
within sixty (60) days after the date of such transaction advice and/or
statement, the Client shall be deemed to have approved such transaction
advice and/or statement.
8. CUSTODY CASH ACCOUNT PAYMENTS
-----------------------------
(A) Except as otherwise provided herein, the Custodian shall make, or cause
its agents to make, payments of cash credited to the Custody Cash Account:
(i) in connection with the purchase of Property (other than cash) for
the account of the Client in accordance with Instructions;
(ii) in payment for the account of the Client of (A) all Taxes, fees,
costs and expenses reasonably incurred by the Custodian or its
agents under or in connection with the terms of this Agreement;
provided however, no such payments shall be made for any unusual
------------------
or non-routine claims or liabilities unless prior notice is given
and the Client consent is obtained and (B) all amounts owed to
the Custodian pursuant to the Fee Agreement;
(iii) for payments to be made in connection with the conversion,
exchange or surrender of Property held in the Custody Account;
(iv) pursuant to assured payment obligations incurred in the capacity
of settlement bank on behalf of the Client within a relevant
Clearance System;
(v) for other purposes as may be specified by the Client in its
Instructions; or
(vi) upon the termination of this Agreement on the terms hereof;
PROVIDED THAT, unless otherwise agreed, the payments referred to above shall
-------------
not exceed the funds available in the Custody Cash Account at any time. The
Client shall promptly reimburse the Custodian for any advance of cash or any
such taxes, charges, expenses, assessments, claims or liabilities upon
request for payment. Notwithstanding the foregoing, nothing in this
Agreement shall obligate the Custodian to extend credit, grant financial
accommodation or otherwise advance moneys to the Client or assume financial
risk on behalf of the Client for the purpose of meeting any such payments or
otherwise carrying out any Instructions.
(B) Unless otherwise provided herein, the proceeds from the sale or
exchange of Property will be credited to the Custody Cash Account on the date
the proceeds are actually received by the Custodian.
9. ASSURED INCOME PAYMENT SERVICE
------------------------------
The Custodian may, at its absolute discretion, offer the Client an
Assured Income Payment Service in respect of specific Securities, as may be
notified by the Custodian to the Client from time to time. In relation to
any such Securities, the Custodian may, at its absolute discretion, cause the
Custody Cash Account to be credited with an Assured Payment on the Assured
Payment Date relevant thereto; PROVIDED THAT the Custodian shall be entitled
-------------
to reverse any credit (in whole or in part) made in respect of that Assured
Payment if the Custodian fails to receive the full amount corresponding to
such Assured Payment within a reasonable time, as determined by the Custodian
in its absolute discretion, after the relevant Assured Payment Date, for any
reason whatsoever other than as a result of the negligence or willful default
of the Custodian.
The Assured Income Payment Service shall be provided by the Custodian
in accordance with the Assured Income Payment Standards.
10. WITHDRAWAL AND DELIVERY
-----------------------
Subject to the terms of this Agreement, the Client may at any time
demand withdrawal of all or any part of the Property in the Custody Account
and/or the Custody Cash Account. Delivery of any Property will be made
without undue delay at the expense of the Client at such location as the
parties hereto may agree; PROVIDED THAT if the Custodian has effected any
--------------
transaction on behalf of the Client the settlement of which is likely to
occur after a withdrawal pursuant to this Section 10, then the Custodian
shall be entitled in its absolute discretion to close out or complete such
transaction and to retain sufficient funds from the Property for that purpose.
11. ACCESS AND RECORDS
------------------
(A) Access to the Custodian's Records. Except as otherwise provided in
-----------------------------------
this Agreement, during the Custodian's regular business hours and upon
receipt of reasonable notice from the Client, any officer or employee of the
Client, any independent public accountant(s) selected by the Client and any
person designated by any regulatory authority having jurisdiction over the
Client shall be entitled to examine on the Custodian's premises Property held
by the Custodian and the Custodian's records regarding Property deposited
with entities authorized to hold Property in accordance with Section 12
hereof, but only upon the Client's furnishing the Custodian with Instructions
to that effect; PROVIDED THAT such examination shall be consistent with the
-------------
Custodian's obligations of confidentiality to other parties.
(B) Access to Third Party Records. The Custodian shall also, subject to
------------------------------
restrictions under applicable laws and regulations, use its best efforts to
obtain from any entity with which the Custodian maintains the physical
possession or book-entry record of any of the Property in the Custody Account
or the Custody Cash Account such records as may be required by the Client or
its agents.
12. USE OF AGENTS
-------------
(A) The Custodian is authorized subject to any relevant Rules, to appoint
agents (each an "agent", which term includes, without limitation, service
providers and Subcustodians, but not Clearance Systems, and which agents may
be a member or members of the Citicorp Organization) and to participate in
Clearance Systems, whether in its own name or that of the Client, and whether
by participation as a member, sponsor or settlement bank within the Clearance
System, to perform any of the duties of the Custodian under this Agreement.
The Custodian may delegate to any such agent or Clearance System any of its
functions under this Agreement, including, without limitation, the collection
of any payment or payments, whether of an income or a capital nature, due on
the Property.
(B) In the selection and use of such agents and participation in such
Clearance Systems, the Custodian shall comply with any relevant Rules, and
shall be responsible only for the negligence in the selection of such agents
and Clearance Systems and shall use reasonable care, prudence and diligence
in such selection and use, but shall otherwise have no responsibility for the
performance by such agents or Clearance System of any of the duties delegated
to them under this Agreement; notwithstanding the foregoing, the Custodian
shall be responsible for the negligence, fraud or willful default of any
Subcustodian that is a Branch or subsidiary of Citibank, N.A., or any
Subcustodian or agent appointed to safekeep property in the United States
(other than a Clearance System) including without limitation, the failure of
any such Subcustodian to exercise reasonable care, prudence and diligence in
the performance of the service for which it was appointed, and shall have the
same level of responsibility to the Client for any nominee company controlled
by the Custodian or by any of the Custodian's affiliated companies as the
Custodian has for itself, and shall take all action necessary on behalf of
the Client to obtain recoveries claimed by Client.
(C) Subject to any relevant Rules and regulations, the Property may be
deposited with any Subcustodian deemed appropriate by the Custodian or in any
Clearance System deemed appropriate by the Custodian or a Subcustodian, as
the case may be; provided that Property shall not be held outside of the
United States unless (i) the Client has identified that it is an investment
for which the primary market is outside the United States or cash and cash
equivalents and (ii) deposited in an Eligible Foreign Custodian approved by
the Custodian as the Client's Foreign Custody Manager pursuant to Rule 17f-5
under the 1940 Act or an Eligible Securities Depository (as defined in Rule
17f-7 under the 1940 Act). Property held in any Clearance System shall be
subject to the rules or operating procedures of such Clearance System,
including rules regarding supervision or termination of membership of such
Clearance System, and such further information provided by the Custodian to
the Client, or acknowledgments or agreements which may be required from the
Client, for the purposes of this Section 12(C) in connection with use of a
Clearance System from time to time. The Custodian will direct each
Subcustodian and Clearance System to separately identify on its books
Securities held by it pursuant to this Agreement as being held for the
account of the Custodian's customers. The Custodian will direct each
Subcustodian and Clearance System to segregate any such Securities held by
such entity from the assets of the Custodian and such entity. The Custodian
shall take all reasonable steps to insure that Securities are separately
identified and segregated.
The Client is hereby advised that, where the Custodian arranges for any
Property to be held overseas, there may be different settlement, legal and
regulatory requirements in overseas jurisdictions from those applying in the
United States, together with different practices for the separate
identification of the Client's Property.
13. CITICORP ORGANIZATION INVOLVEMENT
---------------------------------
(A) To the extent permitted by applicable law, the Client hereby authorizes
the Custodian without the need for the Custodian to obtain the Client's prior
consent:
(i) when acting on Instructions to purchase and/or sell Property
from, to or through itself or any other member of the Citicorp
Organization and from and/or to any other customer of the
Custodian or any other member of the Citicorp Organization; and
to obtain and keep, without being liable to account to the Client, any
commission payable by any third party or any other member of the
Citicorp Organization in connection with dealings arising out of
or in connection with the Custody Account and/or the Custody Cash
Account, but not to exceed usual and customary commissions.
(B) The Client agrees and understands that if in accordance with
Instructions, an investment is made in any property, held, issued or managed
by any member of the Citicorp Organization, then such member of the Citicorp
Organization may retain a usual and customary profit arising therefrom (in
addition to the charges, commissions and fees payable by the Client under
this Agreement) without being liable to account to the Client for such profit.
(C) The Client agrees and understands that (i) the Custodian and other
members of the Citicorp Organization may have banking or other business
relationships with issuers of Securities held in the Custody Account or
Securities purchased and sold for the Custody Account, and (ii) the Custodian
shall not have any obligations to the Client as a result of such
relationships.
14. SCOPE OF RESPONSIBILITY
-----------------------
(A) Subject to the terms hereof, the Custodian shall use all reasonable
care in the performance of its duties under this Agreement and will exercise
the due care of a professional custodian for hire with respect to the
Property in its possession or control. The Custodian will not be responsible
for any loss or damage suffered by the Client as a result of the Custodian
performing such duties unless the loss or damage results from the Custodian's
negligence, willful misconduct or fraud or the negligence, willful misconduct
or fraud of its nominees or any branch or subsidiary (or subcustodian or
agent appointed to safekeep Property in the United States, other than a
Clearance System); in the event of such negligence or willful misconduct the
liability of the Custodian in connection with the loss or damage will not
exceed (i) the lesser of the current replacement cost of any Securities or
the market value of the Securities to which such loss or damage relates at
the time the Client reasonably should have been aware of such negligence or
willful misconduct, plus (ii) compensatory interest up to that time at the
rate applicable to the base currency of the Custody Cash Account. Under no
circumstances will the Custodian be liable to the Client for consequential
loss or damage, even if advised of the possibility of such loss or damage.
(B) The Custodian is not obliged to maintain any insurance on the Property
held under the terms of this Agreement.
(C) In the event that any law, regulation, decree, order or government act,
custom, procedure or practice to which the Custodian, or any Subcustodian or
Clearance System is subject, or to which the Property is subject, prevents or
limits the performance of the duties and obligations of the Custodian, or any
Subcustodian or Clearance System then, upon notice thereof to the Client only
to the extent so limited, until such time as the Custodian, Subcustodian or
Clearance System is again able to perform such duties and obligations
hereunder, such duties and obligations of the Custodian, Subcustodian or
Clearance System shall be suspended. For purpose of this Section 14 (C)
customs, practices or procedures means such matters affecting settlement of
securities transactions and the safekeeping of assets as the Custodian as a
foreign custody manager would be required to consider in determining that
assets maintained in a custody arrangement in a country provide reasonable
care and any change in such as would require the foreign custody manager to
advise the Client.
(D) Neither the Custodian nor any member of the Citicorp Organization shall
be responsible for any loss or damage, or failure to comply or delay in
complying with any duty or obligation, under or pursuant to this Agreement
arising as a direct or indirect result of any reason, cause or contingency
beyond its reasonable control, including (without limitation) natural
disasters, nationalization, currency restrictions, act of war, act of
terrorism, act of God, postal or other strikes or industrial actions, or the
failure, suspension or disruption of any relevant stock exchange, Clearance
System or market.
(E) The Custodian does not warrant or guarantee the authenticity or
validity of any Security or other Property received by the Custodian, or any
other entity authorized to hold Property under this Agreement. If the
Custodian becomes aware of any defect in title or forgery of any Property,
the Custodian shall promptly notify the Client.
(F) The Client shall be responsible for all filings, tax returns and
reports on any transactions undertaken pursuant to this Agreement, or in
respect of the Property or collections relating to the Property as may be
requested by any relevant authority, whether governmental or otherwise, and
for the payment of all unpaid calls, Taxes (including without limitation any
value added tax), imposts, levies or duties due on or with respect to any
principal, interest or other collections, or any other liability or payment
arising out of or in connection with the Property, and in so far as the
Custodian is under any obligation (whether of a governmental nature or
otherwise) to pay the same on behalf of the Client it may do so out of any
Property held by the Custodian pursuant to the terms of this Agreement.
(G) The Custodian is not acting under this Agreement as an investment
manager, nor as an investment, legal or tax adviser to the Client and the
Custodian's duty is solely to act as a custodian in accordance with the terms
of this Agreement.
(H) Nothing herein shall obligate the Custodian to perform any obligation
or to allow, take or omit taking any action which will breach any relevant
Rules, or any law, rule, regulation or practice of any relevant government,
stock exchange, Clearance System, self-regulatory organization or market.
(I) The Custodian may at any time suspend or terminate its participation
and holding of assets in a Clearance System, and will give reasonable notice
to the Client of any such action. In such case, or in the event of
suspension as contemplated in Section 14(C) above, the Custodian may arrange
for the relevant Securities to be held in certificate form.
(J) The Custodian shall not be responsible for the acts or omissions,
default or insolvency of any broker, counterparty, issuer of Securities or,
except as provided in Section 12(B), Subcustodian, agent or Clearance System,
provided however that the Custodian shall take all reasonable efforts to
recover amounts due from any such broker, counterparty or issuer.
(K) The Custodian shall not be responsible for the accuracy, content or
translation of any notice, circular, report, announcement or other material
forwarded to the Client.
(L) The Custodian shall only have such duties and responsibilities as are
specifically set forth or referred to in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the Custodian.
(M) (M) The Custodian agrees to cooperate with the Client to the extent
reasonably possible to insure the Custodian's actions and the holding of
Property hereunder are consistent with Rule 17f-4 and Rule 17f-5 under the
1940 Act and 17f-7 under the 1940 Act; provided however, in performing its
-
obligations with respect to this Section 14(M), and Section 6(A)(xii) of this
Agreement, the Custodian may obtain information from sources the Custodian
believes to be reliable, but the Custodian does not warrant the completeness
or accuracy of any such information. Notwithstanding that the Custodian is
not obligated hereunder to make any determination regarding whether Property
held by the Custodian in any Eligible Securities Depository, as defined in
Rule 17f-7 under the 1940 Act, will be subject to reasonable care pursuant to
Rule 17f-5 under the 1940 Act, the Custodian will provide an analysis of the
custody risks associated with maintaining assets with such Eligible
Securities Depository and will monitor such risks on an ongoing basis and
promptly notify the Client of any material change in these risks. In
performing its responsibilities hereunder, the Custodian shall exercise
reasonable care, prudence and diligence.
(N) The Custodian agrees that it will at all times be bound by the
Instructions and entitlement orders from the Client and shall not permit,
honor or act upon any prior, equal or contemporaneous Claim to or
instructions or orders of any kind with respect to Property by or from any
other Person, and shall keep all Property deposited with the Custodian at all
times free from all security interests, charges, claims, mortgages, pledges
or other liens, restrictions or encumbrances other than those arising in
connection with settlement of transactions pursuant to this Agreement and
other charges and payments to Custodian as permitted by this Agreement.
15. LITIGATION; INDEMNITY
---------------------
(A) The Custodian or any of its agents, as the case may be, may (but
without being under any duty or obligation to) institute or defend legal
proceedings, or take any other action arising out of or in connection with
the Property and the Client shall indemnify the Custodian or agent against
any costs and expenses, including without limitation any reasonable
attorneys' fees and disbursements, arising from such proceedings or other
action and make available to the Custodian such security in respect of such
costs and expenses as the Custodian or agent in its absolute discretion deems
necessary or appropriate.
In the event the Custodian does not institute or defend legal proceedings, or
take any other action arising out of or in connection with the
Property, the Custodian hereby agrees that the Client shall, to the
extent of any loss of the Client's interest in the Property and to the
extent permitted by applicable law and not prohibited by contract, be
subrogated to all of the rights of recovery of the Custodian therefor
against any third party person or entity; PROVIDED THAT nothing herein
----------------
shall be interpreted as granting the Client any rights to bring any
direct action under any insurance policy issued in favor of the
Custodian or as limiting the Custodian's right to bring any action
against any such third party for any damages suffered by the
Custodian. Notwithstanding any other provision hereof, in no event
shall the Custodian be obliged to bring suit in its own name or be
obliged to allow suit to be brought in its name except to the extent
necessary to be entitled to seek relief. Notwithstanding anything
herein to the contrary, in the event applicable law or contract
prohibit subrogation, the Custodian shall institute or defend
litigation at the request and cost of the Client. Subject to the terms
of this Section 15(B) and to the extent permitted by law, the Custodian
shall execute and deliver any and all such instruments and documents
which the Client may reasonably request and take such other actions as
reasonably necessary or appropriate to assist the Client in the
exercise of such rights of recovery and to enable the Client to recover
against any and all such third party persons or entities. The Client
shall reimburse the Custodian for any reasonable out-of-pocket costs
incurred in connection with the actions contemplated by this Section
15(B).
(C) The Client agrees to indemnify the Custodian and to defend and
hold the Custodian harmless against all losses, liabilities, claims,
expenses and Taxes, including any reasonable legal fees and disbursements,
(each referred to as a "LOSS") arising directly or indirectly:
(i) from the fact that the Property is registered in the name of or
held by the Custodian or any nominee or agent of the Custodian or
any Clearance System;
(ii) without limiting the generality of Section 15(C)(i), from any act
which the Custodian or any nominee or agent performs or permits
(including the provision of any overdraft or other financial
accommodation which arises on the books of the Custodian, whether
on an advised or unadvised basis) in relation to the Property
pursuant to and in accordance with this Agreement or any
Instructions;
(iii) from the Custodian or any such nominee, agent or Clearance System
carrying out any Instructions pursuant to the terms of this
Agreement, including, without limitation, Instructions
transmitted orally, by telephone, telex, facsimile transmission
or any other means agreed by the Client and the Custodian from
time to time or otherwise;
(iv) from any reclaim or refund of Taxes effected by the Custodian or
any agent for the Client; and
PROVIDED THAT the Custodian shall not be indemnified against or held harmless
-------------
from any liability arising out of the Custodian's negligence, fraud or
willful default.
(D) The disclosure by the Client to the Custodian that the Client has
entered into this Agreement as the agent or representative of another person
shall not prevent the Custodian from being entitled to treat the Client as
incurring all obligations as principal under this Agreement.
(E) The Custodian shall give notice of any Loss in respect of which the
Client is obliged to provide indemnification pursuant to this Agreement.
Such notice shall describe the Loss in reasonable detail, and shall indicate
the amount (estimated, if necessary, and to the extent feasible) of the Loss
that has been or may be suffered by Custodian.
16. SET-OFF
-------
In addition to any other remedies available to the Custodian under
applicable law, the Custodian may, for cash settlement purposes only, without
prior notice to the Client, set off any payment obligation owed to it by the
Client against any payment obligation owed by it to the Client regardless of
the place of payment or currency of either obligation (and for such purposes
may make any currency conversion necessary).
17. FEES AND EXPENSES
-----------------
Without prejudice to any of its liabilities and obligations under this
Agreement, the Client agrees to pay to the Custodian from time to time such
fees and commissions for its services pursuant to this Agreement as
determined in accordance with the terms of the Fee Agreement, together with
any applicable taxes or levies, including, without limitation, all those
items referred to in Section 8(ii) hereof. The Custodian is further
authorized to debit upon prior notice and consent of the Client (as well
after as before the date of any termination pursuant to Section 19 hereof)
any account of the Client with the Custodian, including, without limitation,
the Custody Cash Account, for any amount owing to the Custodian from time to
time under this Agreement.
18. TAX STATUS/WITHHOLDING TAXES
----------------------------
(A) The Client will provide the Custodian with information as to its tax
status as reasonably requested by the Custodian from time to time.
(B) The Client may be required from time to time to file such proof of
taxpayer status or residence, to execute such certificates and to make such
representations and warranties, or to provide any other information or
documents in respect of the Property, as the Custodian or any of its agents
may deem necessary or proper to fulfill the obligations of the Custodian or
its agents under applicable law. The Client shall provide the Custodian or
its agents, as appropriate, in a timely manner, with copies, or originals if
necessary and appropriate, of any such proofs of residence, taxpayer status
or identity, beneficial ownership of Property and any other information or
documents which the Custodian or its agents may reasonably request.
(C) If any Taxes shall become payable with respect to any payment due to
the Client, such Taxes may be withheld from such payment in accordance with
applicable law. The Custodian and any agents may withhold any interest, any
dividends or other distributions or securities receivable in respect of
Securities, proceeds from the sale or distribution of Securities
("Payments"), or with prior notice to and consent of Client may sell for the
account of the Client any part thereof or all of the Securities, and may
apply such Payment and/or cash from the Custody Cash Account in satisfaction
of such Taxes, the Client remaining liable for any deficiency. If any Taxes
shall become payable with respect to any payment made to the Client by the
Custodian or its agents in a prior year, the Custodian or its agents may
withhold Payments in satisfaction of such prior year's Taxes.
(D) In the event the Client requests that the Custodian provide tax relief
services and the Custodian agrees to provide such services, the Custodian or
any of its agents, shall apply for appropriate tax relief (either by way of
reduced tax rates at the time of an income payment or retrospective tax
reclaims in certain markets as agreed from time to time); PROVIDED THAT the
--------------
Client provides to the Custodian such documentation and information as is
necessary to secure such tax relief. Custodian shall advise Client of the
necessary documentation. In no event shall the Custodian or any of its
agents be responsible for the difference between the statutory rate of
withholding and the treaty rate of withholding if the Custodian or any of its
agents are unable to secure tax relief.
19. TERMINATION
-----------
(A) Either of the parties hereto may terminate this Agreement by giving not
less than 60 days' prior written notice to the other party; PROVIDED THAT
--------------
within 60 days of such notice, the Client shall provide the Custodian with
Instructions specifying the person to whom the Custodian shall deliver the
Property in the Custody Account and Custody Cash Accounts; PROVIDED FURTHER
------------------
THAT if the Custodian has effected any transaction on behalf of the Client
----
the settlement of which is likely to extend beyond the expiration of such
notice, then the Custodian shall be entitled in its absolute discretion to
close out or complete such transaction and to retain sufficient funds from
the Property for that purpose. If within 60 days following termination, the
Client fails to give the Custodian Instructions specifying the person to whom
the Custodian shall deliver the Property in the Custody Account and Custody
Cash Account, the Custodian shall deliver the Property to the Client at its
address set out above.
(B) The rights and obligations contained in Sections 15, 16, 17 and 18 of
this Agreement shall survive the termination of this Agreement.
20. ASSIGNMENT
----------
This Agreement shall bind and enure for the benefit of the parties
hereto and their respective successors and permitted assigns, and the Client
shall not assign, transfer or charge all or any rights or benefits hereunder
without the written consent of the Custodian. The Custodian may not assign,
transfer or charge all or any of its rights or benefits hereunder without the
written consent of the Client; PROVIDED HOWEVER that this Agreement may be
-----------------
assigned by the Custodian to another member of the Citicorp Organization with
equal or greater shareholders equity with prior written notice to the Client,
and such assignee shall, without the execution or filing of any consents or
other documents, succeed to and be substituted for the Custodian with like
effect as though such assignee had been originally named as the Custodian
hereunder. Any purported assignment, transfer or charge made in
contravention of this Section shall be null and void and of no effect
whatsoever.
21. INTENTIONALLY DELETED.
----------------------
22. DISCLOSURE
----------
(A) The Client agrees and understands that the Custodian or its agents may
disclose information regarding the Custody Account and/or the Custody Cash
Account if required to do so (i) to establish under the laws of any relevant
jurisdiction the nominee (or similar) status of the Custodian or its agents
with respect to Property in the Custody Account and/or Custody Cash Account
for the purpose of performing or discharging its duties and obligations under
this Agreement, (ii) to enable auditors to perform auditing services, (iii)
to make the required tax certifications in the relevant jurisdictions, (iv)
by any applicable law, statute or regulation or court order or similar
process in any relevant jurisdiction, (v) by order of an authority having
power to require disclosure by the Custodian or its agents within the
jurisdiction of such authority, whether of a governmental nature or
otherwise, or (vi) where required by the operating rules of any relevant
Clearance System.
(B) The Client hereby authorizes (i) the collection, storage and processing
of any information relating to the Client by the Custodian and the Branches,
subsidiaries, affiliates and agents of, or Clearance Systems used by,
Citibank, N.A.; and (ii) the transfer of any information relating to the
Client to and between the Branches, subsidiaries, affiliates and agents of,
or Clearance Systems used by, Citibank, N.A. and third parties selected by
any of them, wherever situated, for confidential use in connection with the
provision of services to the Client, and further acknowledges that any such
Branch, subsidiary, affiliate, agent, third party or Clearance System shall
be entitled to transfer any such information as required by any law, court,
legal process or as requested by any authority in accordance with which it is
required to act, as it shall reasonably determine. Custodian shall advise
Client prior to any such disclosure.
(C) The Client agrees that the terms of this Agreement shall be kept
strictly confidential and no printed materials or other matter in any
language (including without limitation, prospectuses, statements of
additional information, notices to shareholders, annual reports and
promotional materials) which mention Citicorp, Citibank, N.A. or the
Custodian's name, or the rights, powers or duties of the Custodian, shall be
issued by the Client or on the Client's behalf unless Citibank, N.A. and/or
the Custodian (as applicable) shall first have given its specific written
consent thereto; PROVIDED THAT no prior consent shall be required if the only
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reference to the Custodian's name is in identifying the Custodian as one of
the Client's custodians and/ or describing Custodian's responsibilities for
Client per the terms of this Agreement.
23. NOTICES
-------
All notices and communications to be given by one party to the other
under this Agreement shall be in writing in the English language and (except
for notices, reports and information from the Custodian, and Instructions
given by electronic means) shall be made either by telex or facsimile, other
electronic means agreed to by the parties or by letter addressed to the party
concerned at the addresses set out above (or at such other addresses as may
be notified in writing by either party to the other from time to time). Any
such notice or communication hereunder shall be effective upon actual receipt.
24. GOVERNING LAW AND JURISDICTION
------------------------------
(A) This Agreement shall be governed by and construed in accordance with
the internal laws (and not the laws of conflict) of the state of New York.
The Client agrees for the benefit of the Custodian and, without prejudice to
the right of the Custodian to take any proceedings in relation hereto before
any other court of competent jurisdiction, that the courts of the State of
New York shall have jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes, which may arise out of or in
connection with this Agreement and, for such purposes, irrevocably submits to
the non-exclusive jurisdiction of such courts.
(B) Each party hereto waives any objection it may have at any time to the
laying of venue of any actions or proceedings brought in a court of the State
of New York, waives any claim that such actions or proceedings have been
brought in an inconvenient forum and further waives the right to object that
such court does not have jurisdiction over such party.
(C) The Client irrevocably waives, to the fullest extent permitted by
applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court,
(iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment), and (v) execution or enforcement of any judgment to which it or
its revenues or assets might otherwise be entitled in any actions or
proceedings in such courts, and irrevocably agrees, to the fullest extent
permitted by applicable law, that it will not claim such immunity in any such
actions or proceedings.
(D) The Client hereby understands and agrees that the opening of, the
holding of all or any part of the Property in, and the delivery of any
Securities and other Property to or from, the Custody Account and Custody
Cash Account and the performance of any activities contemplated in this
Agreement by the Custodian, including acting on any Instructions, are subject
to the relevant local laws, regulations, decrees, orders, government acts,
customs, procedures and practices (i) to which the Custodian, or any
Subcustodian or Clearance System, is subject and (ii) as exist in the country
in which the Property is held.
25. MISCELLANEOUS
-------------
(A) This Agreement shall not be amended except by a written agreement and
any purported amendment made in contravention of this Section shall be null
and void and of no effect whatsoever.
(B) This Agreement and the Amended and Restated Foreign Custody Manager
Agreement shall constitute the entire agreement between the Client and the
Custodian and, unless otherwise expressly agreed in writing, shall supersede,
amend, restate and replace all prior agreements relating to global custodial
services, written or oral, between the parties hereto; provided, however,
that the Pooled Repurchase Custody Agreement dated September 27, 1993 as
amended by the First Amendment thereto dated June, 1994 between the Custodian
and certain Oppenheimer and Centennial Funds including the Client shall
remain in full force and effect, and in the event of any inconsistencies
between the provisions of this Agreement and the Pooled Repurchase Custody
Agreement, the latter agreement shall control.
(C) The parties hereto agree that (i) the rights, powers, privileges and
remedies stated in this Agreement are cumulative and not exclusive of any
rights, powers, privileges and remedies provided by law, unless specifically
waived, and (ii) any failure or delay in exercising any right power,
privilege or remedy will not be deemed to constitute a waiver thereof and a
single or partial exercise of any right, power, privilege or remedy will not
preclude any subsequent or further exercise of that or any other right,
power, privilege or remedy.
(D) In the event that any provision of this Agreement, or the application
thereof to any person or circumstances, shall be determined by a court of
proper jurisdiction to be invalid or unenforceable to any extent, the
remaining provisions of this Agreement, and the application of such
provisions to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall be unaffected thereby and such
provisions shall be valid and enforced to the fullest extent permitted by law
in such jurisdiction.
(E) Titles to Sections of this Agreement are included for convenience of
reference only and shall be disregarded in construing the language contained
in this Agreement.
(F) This Agreement may be executed in several counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized.
CITIBANK, N.A., New York Office OPPENHEIMERFUNDS
/s/ Eugene Fauquier /s/ Andrew J. Donohue
By:________________________________ By:
-----------------------------------------
Eugene Fauquier Andrew J. Donohue, Secretary
Name: Eugune Fauquier______________ on behalf of each investment
---------------
company identified
on Appendix A attached hereto
individually
Title: __Vice President________________ and severally, and not jointly
--------------
and severally
APPENDIX A
-
ACCOUNT # ACCOUNT NAME
------------
FUND
----
150 099920 Centennial Money Market Trust
160 099862 Centennial Tax Exempt Trust
170 099975 Centennial Government Trust
180 845873 Centennial California Tax Exempt Trust
200 345246 Oppenheimer Money Market Fund
220 847143 Oppenheimer U.S. Government Trust
310 347080 Oppenheimer Municipal Bond Fund
360 847141 Oppenheimer New York Municipal Fund
395 847331 Oppenheimer New Jersey Municipal Fund
416 849286 Oppenheimer Core Plus Fund
740 845861 Oppenheimer Pennsylvania Municipal Fund
755 849103 Oppenheimer Capital Preservation Fund
760 845764 Oppenheimer Cash Reserves
780 845766 Centennial New York Tax Exempt Trust
790 845767 Oppenheimer California Fund
795 847279 Oppenheimer Florida Municipal Fund
855 846077 Oppenheimer Limited Term Government Fund
860 846078 Oppenheimer Intermediate Municipal Fund
870 846080 Centennial America Fund
351 849393 Oppenheimer Legacy Program/Growth Pool
352 849394 Oppenheimer Legacy Program/Income Pool
353 849396 Oppenheimer Legacy Program/Money Pool
OPPENHEIMER ROCHESTER FUNDS
---------------------------
ACCOUNT # ACCOUNT NAME
------------
FUND
----
355 847622 Limited Term New York Municipal Fund
365 847621 Rochester Fund Municipals
OPPENHEIMER QUEST FUNDS
-----------------------
ACCOUNT # ACCOUNT NAME
------------
FUND
----
225 847940 Oppenheimer Quest Value
236 847941 Oppenheimer Quest Opportunity Value
251 847942 Oppenheimer Quest Small Cap Value
254 847945 Oppenheimer Quest Global Value
257 847943 Oppenheimer Quest Balanced Value Fund
APPENDIX A
OPPENHEIMER TRUST COMPANY
-------------------------
ACCOUNT # ACCOUNT NAME
------------
FUND
----
152 849503 OTC Value Equity Fund
153 849504 OTC Municipal Employees Equity Fund
171 849505 OTC Multi-Employer Equity Fund
172 849506 OTC Mid Cap Value Equity Fund
173 849507 OTC Small Cap Value Equity Fund
174 848508 OTC International Value Equity Fund
184 849511 OTC Intermediate Maturity US Bond Fund
188 849513 OTC GEWT Equity Fund
189 849514 OTC GEWT Ltd. Maturity Fixed Income Fund
849515 OTC Queens County - ISP
849516 OTC Queens County - ESOP Dividend
849517 OTC Queens County - ESOP
849518 OTC Queens County - ISP Stock
849519 OTC Spurwink Schools - Equity Fund
849520 OTC Central Maine - Equity Fund
849521 OTC Central Maine - Fixed Income Fund
187 849522 OTC Growth Equity Fund
849523 BCM Employee Stock Ownership Plan
849509 OTC Total Return Fund
849510 OTC Moderate Duration
849512 OTC Quality Bond Fund
849525 OTC Money Market Fund
208 849388 OTC Growth Fund
247 849389 OTC International Growth Fund
248 849390 OTC Trinity Core Equity Fund
278 849391 OTC Mid Cap Fund
378 849392 OTC U.S. Government Trust Fund
INDEPENDENT AUDITORS' CONSENT We consent to the use in this Post-Effective Amendment No. 33 to Registration Statement No. 2-65245 of Centennial Money Market Trust on Form N-1A of our report dated July 23, 2001, appearing in the Statement of Additional Information, which is part of such Registration Statement, and to the reference to us under the headings "Independent Auditors" in the Statement of Additional Information and "Financial Highlights" in the Prospectus, which is also part of such Registration Statement. Denver, Colorado October 25, 2001
Exhibit 23(o)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer of
Centennial America Fund, L.P., Centennial California Tax Exempt Trust,
Centennial Government Trust, Centennial Money Market Trust, Centennial New
York Tax Exempt Trust and Centennial Tax Exempt Trust (the "Funds"), to sign
on his behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under the Securities
Act of 1933, the Investment Company Act of 1940 and any amendments and
supplements thereto, and other documents in connection thereunder, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully as to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to
be done by virtue hereof.
Dated: October 23, 2001
/s/ John Murphy
----------------
John Murphy
Centennial/150/01/Exhibit23(o).doc