Registration No. 2-75812
File No. 811-3391
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]
--
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
Amendment No. 28 [X]
--
------------------------------------------------------------------------------
CENTENNIAL GOVERNMENT TRUST
------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
------------------------------------------------------------------------------
6803 South Tucson Way, Englewood, Colorado 80112
------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
------------------------------------------------------------------------------
1-800-525-9310
------------------------------------------------------------------------------
(Registrant's Telephone Number, including Area Code)
------------------------------------------------------------------------------
Andrew J. Donohue, Esq.
------------------------------------------------------------------------------
OppenheimerFunds, Inc.
6803 South Tucson Way, Englewood, Colorado 80112
------------------------------------------------------------------------------
(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)
----------------
[ ] 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 Government Trust
---------------------------------------------------------------------------------
----------------------------------------
Prospectus dated November 1, 2001 Centennial Government Trust is a money
market mutual fund. It seeks a high
level of current income consistent
with preserving capital and
maintaining liquidity. The Trust
invests in short-term, high-quality
"money market" investments.
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.
---------------------------------------------------------------------------------
2
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
19
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 a high level of
current income that is consistent with the preservation of capital 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. The Trust invests principally in short-term, U.S. dollar denominated
debt instruments issued by the U.S. government, its agencies and
instrumentalities. 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 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 investments (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.
------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------
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 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 3.04%.
During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 1.52% (1st Q '91) and the lowest return (not
annualized) for a calendar quarter was 0.63% (1st Q '93).
Average Annual Total Returns
for the periods ended December 31, 1 Year 5 Years 10 Years
2000
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Centennial Government Trust 5.71% 4.91% 4.55%
(inception 10/5/81)
---------------------------------------------------------------------------------
The returns in the table measure the performance of a hypothetical account
and assume that all dividends have been reinvested in additional shares.
------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------
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)
------------------------------------------------------------------------------
Management Fees 0.44%
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees 0.20%
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Other Expenses 0.09%
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Total Annual Operating Expenses 0.73%
------------------------------------------------------------------------------
"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:
-----------------------------------------------------------------------------
1 year 3 years 5 years 10 years
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
$75 $233 $406 $906
-----------------------------------------------------------------------------
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 mainly 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 Other Money Market Instruments. The Trust can invest in variable rate
notes, variable rate master demand notes or in master demand notes.
The Trust can also purchase other debt obligations with a length of
permitted maturity to up to the maximum permitted under Rule 2a-7
(currently 397 days) from the date of purchase. It may purchase debt
obligations that have been called for redemption by the issuer if the
redemption will occur within the length of permitted maturity to up to
the maximum permitted under Rule 2a-7 (currently 397 days). Please
refer to "What Standards Apply to the Trust's Investments?" below for
more details.
Additionally, the Trust can buy other money market instruments that the
Manager approves under procedures adopted by its 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.
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.
According to the standards, the Trust can invest without limit in U.S.
government securities because of their limited 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 of the
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 investment,
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 (currently 397
days).
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 maturing in 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
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 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 Government 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 .05 .05 .04 .05 .05
Dividends and/or distributions to
shareholders (.05) (.05) (.04) (.05) (.05)
--------- --------- --------- --------- ---------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ========= ========= =========
TOTAL RETURN(1) 5.29% 5.07% 4.47% 4.93% 4.75%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $ 1,458 $ 1,192 $ 1,213 $ 1,132 $ 1,027
Average net assets (in millions) $ 1,367 $ 1,244 $ 1,245 $ 1,117 $ 1,032
Ratios to average net assets:(2)
Net investment income 5.13% 4.92% 4.37% 4.82% 4.65%
Expenses 0.73% 0.74% 0.74% 0.75%(3) 0.76%(3)
----------------
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 of less than one full 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
------------ ---------------
REPURCHASE AGREEMENTS--15.4%
Repurchase agreement with PaineWebber, Inc., 4.01%, dated 6/29/01, to be
repurchased at $224,274,920 on 7/2/01, collateralized by Federal National
Mortgage Assn., 7%, 6/1/28, with a value of $85,277,425, Federal Home Loan
Mortgage Corp., 6.50%, 3/1/29, with a value of $91,069,151 and Government
National Mortgage Assn., 6.50%, 4/20/28, with a value of $52,796,280
(Cost $ 224,200,000) $224,200,000 $224,200,000
U.S. GOVERNMENT AGENCIES--84.9%
Federal Farm Credit Bank:
3.80%, 7/20/01 20,000,000 19,959,889
Federal Home Loan Bank:
3.67%, 9/28/01 20,000,000 19,818,539
3.77%, 7/24/01 33,600,000 33,519,071
3.79%, 8/15/01(1) 35,000,000 34,975,972
4.14%, 7/25/01 35,000,000 34,903,400
4.60%, 7/6/01 8,000,000 7,994,889
4.81%, 8/24/01 48,643,000 48,295,117
5.20%, 7/11/01 46,000,000 45,938,156
5.21%, 7/18/01 40,000,000 39,912,167
5.49%, 7/13/01 40,000,000 39,938,000
5.82%, 7/9/01(1) 23,000,000 23,002,138
5.875%, 9/17/01 16,500,000 16,562,394
6%, 11/15/01 17,000,000 17,124,492
6.346%, 2/26/02 8,500,000 8,621,714
6.375%, 12/5/01 20,525,000 20,741,941
6.55%, 9/28/01 11,695,000 11,744,607
6.70%, 12/19/01 10,000,000 10,122,306
6.75%, 2/15/02 5,000,000 5,079,465
Federal Home Loan Mortgage Corp.:
3.53%, 8/21/01 20,000,000 19,899,983
3.595%, 7/26/01(1) 25,000,000 24,982,500
3.67%, 12/6/01 30,000,000 29,516,783
3.71%, 9/6/01 20,000,000 19,861,906
3.897%, 8/23/01 48,000,000 47,724,612
4.12%, 8/2/01 25,000,000 24,908,444
4.13%, 7/26/01 25,000,000 24,928,299
4.15%, 5/15/02 25,000,000 24,980,469
3
STATEMENT OF INVESTMENTS June 30, 2001 (Continued)
Centennial Government Trust
PRINCIPAL VALUE
AMOUNT SEE NOTE 1
----------------- ---------------
U.S. GOVERNMENT AGENCIES (Continued)
Federal Home Loan Mortgage Corp.: (Continued)
4.40%, 5/8/02 $ 25,000,000 $ 24,994,141
4.478%, 7/12/01 57,824,000 57,743,954
4.56%, 7/6/01-7/19/01 48,000,000 47,928,433
4.58%, 7/27/01 53,000,000 52,824,688
4.59%, 7/5/01 25,000,000 24,987,250
4.65%, 9/13/01 47,000,000 46,658,963
4.75%, 12/14/01 42,365,000 42,558,410
Federal National Mortgage Assn.:
3.83%, 8/16/01 15,000,000 14,926,592
4.625%, 10/15/01 20,000,000 20,051,563
5.94%, 9/4/01 45,000,000 45,142,479
6.24%, 12/6/01 10,000,000 10,095,382
6.40%, 12/21/01 6,000,000 6,066,827
6.48%, 11/2/01 5,325,000 5,372,109
6.64%, 9/18/01 11,000,000 11,059,085
FNMA Master Credit Facility:
3.86%, 9/4/01 7,000,000 6,951,214
4.08%, 11/1/01 45,000,000 44,372,700
4.67%, 7/3/01 36,000,000 35,990,660
5.10%, 8/1/01 49,000,000 48,784,808
Overseas Private Investment Corp.:
4.076%, 7/20/01(1)(2) 2,642,406 2,666,223
5.736%, 7/20/01(1)(2) 3,167,710 3,178,286
Student Loan Marketing Assn., guaranteeing commercial
paper of New Hampshire Higher Education Loan Corp.,
Series 1995A:
3.83%, 7/23/01 15,917,000 15,879,745
3.85%, 7/16/01 15,000,000 14,975,937
-------------
Total U.S. Government Agencies (Cost $1,238,266,702) 1,238,266,702
-------------
Total Investments, at Value (Cost $1,462,466,702) 100.3% 1,462,466,702
Liabilities in Excess of Other Assets (0.3) (4,961,882)
----------- -------------
Net Assets 100.0% $ 1,457,504,820
========== ===============
----------
1. Represents the current interest rate for a variable rate security.
2. Identifies issues considered to be illiquid--See Note 4 of Notes to
Financial Statements.
See accompanying Notes to Financial Statements.
4
ASSETS
Investments, at value (Cost $1,462,466,702)Esee accompanying statement $ 1,462,466,702
Cash 1,896,555
Receivables and other assets:
Interest 3,714,963
Shares of beneficial interest sold 2,962,843
Other 58,725
---------------
Total assets 1,471,099,788
===============
LIABILITIES
Payables and other liabilities:
Dividends 1,281,316
Shares of beneficial interest redeemed 11,939,300
Shareholder reports 145,136
Service plan fees 111,532
Trustees' compensation 7,042
Other 110,642
---------------
Total liabilities 13,594,968
---------------
NET ASSETS $ 1,457,504,820
===============
COMPOSITION OF NET ASSETS
Paid-in capital $ 1,457,723,867
Accumulated net realized gain (loss) on investment transactions (219,047)
---------------
NET ASSETS--applicable to 1,457,723,867 shares of beneficial interest
outstanding $ 1,457,504,820
===============
NET ASSETS VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE $ 1.00
See accompanying Notes to Financial Statements.
5
STATEMENT OF OPERATIONS For the Year Ended June 30, 2001
Centennial Government Trust
INVESTMENT INCOME--Interest $ 80,100,943
------------
EXPENSES
Management fees 6,049,419
Service plan fees 2,727,603
Transfer and shareholder servicing agent fees 678,718
Shareholder reports 251,476
Custodian fees and expenses 48,318
Trustees' compensation 20,015
Other 175,287
------------
Total expenses 9,950,836
Less reduction to custodian expenses (12,349)
------------
Net expenses 9,938,487
------------
NET INVESTMENT INCOME 70,162,456
------------
NET REALIZED GAIN (LOSS) ON INVESTMENTS 328,977
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 70,491,433
============
See accompanying Notes to Financial Statements.
6
YEAR ENDED JUNE 30,
--------------------------------------
2001 2000
-------------- ----------------
OPERATIONS
Net investment income (loss) $ 70,162,456 $ 61,238,668
Net realized gain (loss) 328,977 13,728
--------------- ---------------
Net increase (decrease) in net assets resulting from operations 70,491,433 61,252,396
--------------- ---------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS (70,162,456) (61,238,668)
--------------- ---------------
BENEFICIAL INTEREST TRANSACTIONS
Net increase (decrease) in net assets resulting from
beneficial interest transactions 265,420,116 (21,379,309)
--------------- ---------------
NET ASSETS
Total increase (decrease) 265,749,093 (21,365,581)
Beginning of period 1,191,755,727 1,213,121,308
--------------- ---------------
End of period $ 1,457,504,820 $ 1,191,755,727
=============== ===============
See accompanying Notes to Financial Statements.
7
FINANCIAL HIGHLIGHTS
Centennial Government 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 .05 .05 .04 .05 .05
Dividends and/or distributions to
shareholders (.05) (.05) (.04) (.05) (.05)
--------- --------- --------- --------- ---------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ========= ========= =========
TOTAL RETURN(1) 5.29% 5.07% 4.47% 4.93% 4.75%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $ 1,458 $ 1,192 $ 1,213 $ 1,132 $ 1,027
Average net assets (in millions) $ 1,367 $ 1,244 $ 1,245 $ 1,117 $ 1,032
Ratios to average net assets:(2)
Net investment income 5.13% 4.92% 4.37% 4.82% 4.65%
Expenses 0.73% 0.74% 0.74% 0.75%(3) 0.76%(3)
----------------
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 of less than one full 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.
8
EXPIRING
--------
2004 $195,788
2005 16,379
--------
Total $212,167
========
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 identified 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.
9 NOTES TO FINANCIAL STATEMENTS (Continued) Centennial Government 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 3,739,905,295 $ 3,739,905,295 3,599,296,440 $ 3,599,296,440
Dividends and/or
distributions reinvested 70,389,432 70,389,432 58,889,090 58,889,090
Redeemed (3,544,874,611) (3,544,874,611) (3,679,564,839) (3,679,564,839)
--------------- --------------- --------------- ---------------
Net increase (decrease) 265,420,116 $ 265,420,116 (21,379,309) $ (21,379,309)
=============== =============== =============== ===============
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 net assets in excess of $1.5 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 year ended June 30, 2001, was an annualized rate of 0.44%.
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 shareholder 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 $168,532 to a broker/dealer affiliated with the Manager as reimbursement for distribution-related expenses.
10As of June 30, 2001, investments in securities included issues that are illiquid. A security may 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 securities. The aggregate value of illiquid securities subject to this limitation as of June 30, 2001, was $5,844,509, which represents 0.40% of the Trust’s net assets.
11
Exhibit 23(a)
Amendment to Declaration of Trust
of
Centennial Government Trust
This amendment to the Declaration of Trust of Centennial Government Trust is
executed this 9th day of February, 2001.
WHEREAS, the Trustees established Centennial Government 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 August 31, 1981 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
amendments shall be effective unless also approved by a favorable vote
of the holders of a "majority" of the outstanding securities, as
defined in the 1940 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 to 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, (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 9th, 2001.
4. All other terms and conditions of the Declaration of Trust shall remain the
same.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the 9h 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
ProSAI/Centennial/170/01/Exhibit23(a).doc
1
Exhibit 23(b)
CENTENNIAL GOVERNMENT TRUST
BY-LAWS
(as amended 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. Consistent with applicable
-------------------------------------
law, 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. Such notice also may be delivered by such other means, for example
electronic delivery, as 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. Consistent with applicable law, 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 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 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. A vote may be taken on one or more of the
proposals prior to any such adjournment if sufficient votes for its approval have
been received and it is otherwise appropriate.
Section 7. Voting and Inspectors. Consistent with applicable law, at all
-----------------------
meetings of shareholders, proxies may be given by or on behalf of a Shareholder
orally or in writing or pursuant to any computerized, telephonic, or mechanical
data gathering process.
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/170/01/Exhibit23(b).doc
Exhibit 23(c)
CENTENNIAL GOVERNMENT 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 Government Trust
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR CERTAIN
DEFINITIONS
(box with number)
CUSIP 150910 107
(at left) is the owner of
(centered) FULLY PAID SHARES OF BENEFICIAL INTEREST OF
CENTENNIAL GOVERNMENT 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 GOVERNMENT TRUST
SEAL
1985
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
INDEPENDENT AUDITORS' CONSENT We consent to the use in this Post-Effective Amendment No. 33 to Registration Statement No. 2-75812 of Centennial Government 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/170/01/Exhibit23(o).doc