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...... .03 .03 .02 .03 .03
Dividends and/or
distributions to
shareholders........... (.03) (.03) (.02) (.03) (.03)
-------- -------- -------- -------- --------
Net asset value, end of
period................. $1.00 $1.00 $1.00 $1.00 $1.00
======== ======== ======== ======== ========
TOTAL RETURN(/1/)....... 2.74% 2.63% 2.41% 2.86% 2.81%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period (in thousands).. $157,316 $162,261 $155,839 $155,832 $131,939
Average net assets (in
thousands)............. $166,654 $160,351 $168,272 $160,317 $129,087
Ratios to average net
assets:(/2/)
Net investment income... 2.72% 2.57% 2.38% 2.81% 2.78%
Expenses................ 0.84% 0.83% 0.80% 0.80%(/3/) 0.82%(/3/)
Expenses, net of
reduction to custodian
expenses............... 0.82% 0.81%(/4/) 0.78%(/4/) 0.79%(/4/) 0.80%(/4/)
Expenses, net of
reduction to excess
expenses............... 0.81% N/A N/A N/A N/A
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. 4. Prior to June 30, 2001, this ratio reflected the combined net effect of reduction to excess and custodian expenses.
Principal Value
Amount See Note 1
----------- ------------
Short-Term Tax Exempt Obligations (Continued)
California (Continued)
San Francisco, CA Airport Commission RB, San
Francisco International Airport, 2.55%, 7/16/01... $ 3,000,000 $ 3,000,000
San Francisco, CA Airport Commission RB, San
Francisco International Airport, 2.60%, 8/24/01... 12,350,095 12,350,095
Southeast RR FA, CA Lease RRB, Series A,
2.60%(/1/)........................................ 4,000,000 4,000,000
Southern CA Metropolitan Water District RB, Series
B, 2.45%(/1/)..................................... 7,500,000 7,500,000
Southern CA PAU RRB, Palo Verde Project, Series B,
AMBAC Insured, 2.50%(/1/)......................... 3,500,000 3,500,000
University of CA Board of Regents RB, 2.60%,
7/11/01........................................... 11,000,000 11,000,000
------------
Total Investments, at Value (Cost $157,891,949)..... 100.4% 157,891,949
------------
Liabilities in Excess of Other Assets............... (0.4) (575,588)
----------- ------------
Net Assets.......................................... 100.0% $157,316,361
=========== ============
To simplify the listings of securities, abbreviations are used per the table
below:
CDC--Community Development Corp. PAU--Power Authority
COP--Certificates of Participation PCFAU--Pollution Control Finance
FA--Facilities Authority Authority
FAU--Finance Authority PPA--Public Power Agency
HAU--Housing Authority RB--Revenue Bonds
HF--Health Facilities RR--Resource Recovery
IDV--Industrial Development RRB--Revenue Refunding Bonds
IDAU--Industrial Development SCDAU--Statewide Communities
Authority Development Authority
MH--Multifamily Housing SWD--Solid Waste Disposal
USD--Unified School District
1. Floating or variable rate obligation maturing in more than one year. The interest rate, which is based on specific, or an index of, market interest rates, is subject to change periodically and is the effective rate on June 30, 2001. This instrument may also have a demand feature which allows, on up to 30 days’ notice, the recovery of principal at any time, or at specified intervals not exceeding one year.
2. Put obligation redeemable at full face value on the date reported.3. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $15,900,000 or 10.11% of the Trust’s net assets as of June 30, 2001.
See accompanying Notes to Financial Statements. 5 Statement of Assets and Liabilities June 30, 2001 Centennial California Tax Exempt Trust
ASSETS
Investments, at value (Cost $157,891,949)--see accompanying
statement...................................................... $157,891,949
Cash............................................................ 16,360
Receivables and other assets:
Shares of beneficial interest sold............................. 736,503
Interest....................................................... 467,233
Other.......................................................... 18,273
------------
Total assets.................................................. 159,130,318
------------
LIABILITIES
Payables and other liabilities:
Shares of beneficial interest redeemed......................... 1,593,769
Service plan fees.............................................. 86,905
Dividends...................................................... 78,801
Shareholder reports............................................ 27,342
Other.......................................................... 27,140
------------
Total liabilities............................................. 1,813,957
------------
NET ASSETS...................................................... $157,316,361
============
COMPOSITION OF NET ASSETS
Paid-in capital................................................. $157,320,269
Accumulated net realized gain (loss) on investment
transactions................................................... (3,908)
------------
NET ASSETS--applicable to 157,320,269 shares of beneficial
interest outstanding........................................... $157,316,361
============
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE.. $1.00
=====
See accompanying Notes to Financial Statements.
6
INVESTMENT INCOME
Interest............................................................ $5,860,637
----------
EXPENSES
Management fees..................................................... 832,185
Service plan fees................................................... 327,340
Registration and filing fees........................................ 58,854
Transfer and shareholder servicing agent fees....................... 42,668
Custodian fees and expenses......................................... 41,761
Shareholder reports................................................. 24,903
Legal, auditing and other professional fees......................... 13,520
Trustees' compensation.............................................. 2,422
Other............................................................... 47,994
----------
Total expenses.................................................... 1,391,647
Less reduction to custodian expenses............................. (23,042)
Less reduction to excess expenses................................ (39,225)
----------
Net expenses...................................................... 1,329,380
----------
NET INVESTMENT INCOME............................................... 4,531,257
----------
NET REALIZED GAIN (LOSS) ON INVESTMENTS............................. 38,725
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................ $4,569,982
==========
See accompanying Notes to Financial Statements.
7
Statements of Changes in Net Assets
Centennial California Tax Exempt Trust
Year Ended June 30,
2001 2000
------------ ------------
OPERATIONS
Net investment income (loss)...................... $ 4,531,257 $ 4,121,252
Net realized gain (loss).......................... 38,725 (10,121)
------------ ------------
Net increase (decrease) in net assets resulting
from operations.................................. 4,569,982 4,111,131
------------ ------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS.... (4,531,257) (4,121,252)
------------ ------------
BENEFICIAL INTEREST TRANSACTIONS
Net increase (decrease) in net assets resulting
from beneficial interest transactions............ (4,982,869) 6,431,149
------------ ------------
NET ASSETS
Total increase (decrease)......................... (4,944,144) 6,421,028
Beginning of period............................... 162,260,505 155,839,477
------------ ------------
End of period..................................... $157,316,361 $162,260,505
============ ============
See accompanying Notes to Financial Statements.
8
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...... .03 .03 .02 .03 .03
Dividends and/or
distributions to
shareholders........... (.03) (.03) (.02) (.03) (.03)
-------- -------- -------- -------- --------
Net asset value, end of
period................. $1.00 $1.00 $1.00 $1.00 $1.00
======== ======== ======== ======== ========
TOTAL RETURN(/1/)....... 2.74% 2.63% 2.41% 2.86% 2.81%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period (in thousands).. $157,316 $162,261 $155,839 $155,832 $131,939
Average net assets (in
thousands)............. $166,654 $160,351 $168,272 $160,317 $129,087
Ratios to average net
assets:(/2/)
Net investment income... 2.72% 2.57% 2.38% 2.81% 2.78%
Expenses................ 0.84% 0.83% 0.80% 0.80%(/3/) 0.82%(/3/)
Expenses, net of
reduction to custodian
expenses............... 0.82% 0.81%(/4/) 0.78%(/4/) 0.79%(/4/) 0.80%(/4/)
Expenses, net of
reduction to excess
expenses............... 0.81% N/A N/A N/A N/A
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. 4. Prior to June 30, 2001, this ratio reflected the combined net effect of reduction to excess and custodian expenses. See accompanying Notes to Financial Statements. 9 Notes to Financial Statements Centennial California Tax Exempt Trust 1. Significant Accounting PoliciesCentennial California Tax Exempt Trust (the Trust) is registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. The Trust’s investment objective is to seek the maximum current interest income exempt from federal and California personal income taxes for individual investors as is consistent with the preservation of capital. The Trust’s investment advisor is Centennial Asset Management Corporation (the Manager), a subsidiary of OppenheimerFunds, Inc. (OFI). The following is a summary of significant accounting policies consistently followed by the Trust.
Securities Valuation. Portfolio securities are valued on the basis of amortized cost, which approximates market value.Federal Taxes. The Trust intends to continue to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to shareholders. Therefore, no federal income or excise tax provision is required.
As of June 30, 2001, the Trust had available for federal income tax purposes an unused capital loss carryover as follows:
Expiring -------- 2008 $3,769 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. Investment Income. There are certain risks arising from geographic concentration in any state. Certain revenue or tax-related events in a state may impair the ability of certain issuers of municipal securities to pay principal and interest on their obligations. 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. 10
Year Ended June 30, 2001 Year Ended June 30, 2000
--------------------------- ---------------------------
Shares Amount Shares Amount
------------ ------------- ------------ -------------
Sold.................... 587,490,874 $ 587,490,874 568,522,086 $ 568,522,086
Dividends and/or
distributions
reinvested............. 4,550,870 4,550,870 3,943,530 3,943,530
Redeemed................ (597,024,613) (597,024,613) (566,034,467) (566,034,467)
------------ ------------- ------------ -------------
Net increase
(decrease)............. (4,982,869) $ (4,982,869) 6,431,149 $ 6,431,149
============ ============= ============ =============
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 net assets; 0.475% of the next $250 million of net assets; 0.45% of the next $250 million of net assets; 0.425% of the next $250 million of net assets; and 0.40% of net assets in excess of $1 billion. The Manager has voluntarily undertaken to assume any expenses of the Trust in any fiscal year they exceed 0.80% of the Trust’s average annual net assets. The Manager reserves the right to amend or terminate that expense assumption at any time. The Trust’s management fee for the year ended June 30, 2001, was an annualized rate of 0.50%.
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.
11 A-3 Appendix A Description of Securities Ratings Below is a description of the two highest rating categories for Short Term Debt and Long Term Debt by the "Nationally-Recognized Statistical Rating Organizations" which the Manager evaluates in purchasing securities on behalf of the Fund. The ratings descriptions are based on information supplied by the ratings organizations to subscribers. SHORT TERM DEBT RATINGS. Moody's Investors Service, Inc. ("Moody's") The following rating designations for commercial paper (defined by Moody's as promissory obligations not having original maturity in excess of nine months), are judged by Moody's to be investment grade, and indicate the relative repayment capacity of rated issuers: Prime-1: Superior capacity for repayment. Capacity will normally be evidenced by the following characteristics: (a) leading market positions in well-established industries; (b) high rates of return on funds employed; (c) conservative capitalization structure with moderate reliance on debt and ample asset protection; (d) broad margins in earning coverage of fixed financial charges and high internal cash generation; and (e) well-established access to a range of financial markets and assured sources of alternate liquidity. Prime-2: Strong capacity for repayment. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained. Moody's ratings for state and municipal short-term obligations are designated "Moody's Investment Grade" ("MIG"). Short-term notes which have demand features may also be designated as "VMIG". These rating categories are as follows: MIG 1/VMIG 1: Denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing. MIG 2/VMIG 2: Denotes strong credit quality. Margins of protection are ample although not as large as in the preceding group. Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("Standard and Poor's") The following ratings by Standard and Poor's for commercial paper (defined by Standard and Poor's as debt having an original maturity of no more than 365 days) assess the likelihood of payment: A-1: Obligation is rated in the highest category. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, a plus (+) sign designation indicates the obligor's capacity to meet its financial obligation is extremely strong. A-2: Obligation is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory. Standard and Poor's ratings for Municipal Notes due in 3 years or less: ------------------------------------------------------------------------ SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a (+) designation. SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. Standard and Poor's assigns "dual ratings" to all municipal debt issues that have a demand or double feature as part of their provisions. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. With short-term demand debt, Standard and Poor's note rating symbols are used with the commercial paper symbols (for example, "SP-1+/A-1+"). Fitch, Inc. ("Fitch") Fitch assigns the following short-term ratings to debt obligations that are payable on demand or have original maturities of generally up to three years, including commercial paper, certificates of deposit, medium-term notes, and municipal and investment notes: F1: Highest credit quality. Strongest capacity for timely payment of financial commitments. May have an added "+" to denote any exceptionally strong credit feature. F2: Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of higher ratings. LONG TERM DEBT RATINGS. These ratings are relevant for securities purchased by the Fund with a remaining maturity of 397 days or less, or for rating issuers of short-term obligations. Moody's Bonds (including municipal bonds) are rated as follows: Aaa: Judged to be the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edged." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, the changes that can be expected are most unlikely to impair the fundamentally strong position of such issues. Aa: Judged to be of high quality by all standards. Together with the "Aaa" group, they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as with "Aaa" securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk appear somewhat larger than that of "Aaa" securities. Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating classification. The modifier "1" indicates that the obligation ranks in the higher end of its generic rating category; the modifier "2" indicates a mid-range ranking; and the modifier "3" indicates a ranking in the lower end of that generic rating category. Standard and Poor's Bonds (including municipal bonds maturing beyond 3 years) are rated as follows: AAA: Bonds rated "AAA" have the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong. AA: Bonds rated "AA" differ from the highest rated obligations only in small degree. A strong capacity to meet its financial commitment on the obligation is very strong. Fitch AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of credit risk. They are assigned only in the case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. AA: Very High Credit Quality. "AA" ratings denote a very low expectation of credit risk. They indicate a very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. Because bonds rated in the "AAA" and "AA" categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated "F-1+".
Exhibit 23(a)(ii)
Amendment to Declaration of Trust
of
Centennial California Tax Exempt Trust
This amendment to the Declaration of Trust of Centennial California Tax Exempt
Trust is executed this 23rd day of February, 2001.
WHEREAS, the Trustees established Centennial California Tax Exempt 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 7, 1989 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
3, Article FIFTH; (ii) any amendment to this part 12, 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 Series shall, with respect to the Series so
affected, be authorized by vote of the Shareholders of that Series and
no vote of Shareholders of a Series not affected by the amendment with
respect to that Series 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 (a) for the election of
Trustees when that issue is submitted to them, (b) with respect to the
amendment of this Declaration of Trust to the extent and as provided in
part 12, Article NINTH, (c) to the same extent as the shareholders of a
Massachusetts business corporation, as to whether or not a court
action, proceeding or claim should be brought or maintained
derivatively or as a class action on behalf of the Trust or the
Shareholders, and (d) with respect to those matters relating to the
Trust as may be required by the 1940 Act or required by law, by this
Declaration of Trust, or the By-Laws of the Trust or any registration
statement of the Trust filed with the Commission or any State, or as
the Trustees may consider desirable.
3. These revisions to the Declaration of Trust shall become effective on
February 23, 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 23th
day of Februry, 2001.
/s/ William L. Armstrong /s/ Raymond J. Kalinowski
William L. Armstrong Raymond J. Kalinowski
11 Carriage Lane 44 Portland Drive
Littleton, CO 80121 St. Louis, MO 63131
/s/ Robert G. Avis /s/ C. Howard Kast
Robert G. Avis C. Howard Kast
1706 Warson Estates Drive 2552 East Alameda #30
St. Louis, MO 63124 Denver, CO 80209
/s/ George C. Bowen /s/ Robert M. Kirchner
George C. Bowen Robert M. Kirchner
9224 Bauer Court 2800 S. University Blvd. #131
Denver, CO 80210
Lone Tree, CO 80124
/s/ Edward Cameron /s/ Bridget A. Macaskill
Edward Cameron Bridget A. Macaskill
Spring Valley Road 160 East 81st Street
Morristown, NJ 07960 New York, NY 10028
/s/ Jon S. Fossel /s/ F. William Marshall Jr.
Jon S. Fossel F. William Marshall Jr.
187 Mead Street - Box 44 87 Ely Road
Waccabuc, NY 10597 Longmeadow, MA 01106
/s/ Sam Freedman /s/ James C. Swain
Sam Freedman James C. Swain
4975 Lakeshore Drive 355 Adams Street
Littleton, CO 80123 Denver, CO 80206
Centennial/180/2001/Exhibit23(a)(ii).doc
-1-
Exhibit 23(b)
CENTENNIAL CALIFORNIA TAX EXEMPT TRUST
BY-LAWS
(as amended and restated through October24, 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 Trust or at such other place as may from time to time be
designated by the Board of Trustees and stated in the notice of meting.
Section 2. Shareholder Meetings. Meetings of the Shareholders for any
----------------------
purpose or purposes may be called by the Chairman of the Board of Trustees, if any,
or by the President or by the Board of Trustees and shall be called by the
Secretary upon receipt of the request in writing signed by Shareholders holding not
less than one third 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 of the entire number of Shares issued and
outstanding and entitled to vote thereat, stating that the purpose of the proposed
meeting is the removal of a Trustee.
Section 3. Notice of Meetings of Shareholders. Written or printed notice of
------------------------------------
every meeting of Shareholders, stating the time and place thereof (and the general
nature of the business proposed to be transacted at any special or extraordinary
meeting), shall be given to each Shareholder entitled to vote at such meeting by
leaving the same with each Shareholder at the Shareholder's residence or usual
place of business or by mailing it, postage prepaid and addressed to the
Shareholder's address as it appears upon the books of the Fund. In lieu thereof,
such notice also may be delivered by such other means, for example electronic
delivery, to the extent consistent with applicable laws.
No notice of the time, place or purpose of any meeting of Shareholders need
be given to any Shareholder who attends in person or by proxy or to any Shareholder
who, in writing executed and filed with the records of the meeting, either before
or after the holding thereof, waives such notice.
Section 4. Record Dates. The Board of Trustees may fix, in advance, a record
-------------
date for the determination of Shareholders entitled to notice of and to vote at any
meeting of Shareholders and Shareholders entitled to receive any dividend payment
or allotment of rights, as the case may be. Only Shareholders of record on such
date and entitled to receive such dividends or rights shall be entitled to notice
of and to vote at such meeting or to receive such dividends or rights, as the case
may be.
Section 5. Access to Shareholder List. The Board of Trustees shall make
----------------------------
available a list of the names and addresses of all shareholders as recorded on the
books of the Trust, upon receipt of the request in writing signed by not less than
ten Shareholders (who have been such for at least 6 months) holding Shares of the
Trust valued at $25,000 or more at current offering price (as defined in the
Trust's Prospectus) or holding not less than one percent in amount of the entire
number of shares of the Trust issued and outstanding; such request must state that
such Shareholders wish to communicate with other Shareholders with a view to
obtaining signatures to a request for a meeting to remove one or more trustees
pursuant to Section 2 of Article I and Section 2 of Article II of these By-Laws and
be accompanied by a form of communication to the Shareholders. The Board of
Trustees may, in its discretion, satisfy its obligation under this Section 5 by
either, as required by Section 16(c) of the Investment Company Act, making
available the Shareholder List to such Shareholders at the principal offices of the
Trust, or at the offices of the Trust's transfer agent, during regular business
hours, or by mailing a copy of such Shareholders' proposed communication and form
of request, at their expense, to all other Shareholders. Notwithstanding the
foregoing, the Board of Trustees may also take such other action as may be
permitted under Section 16(c) of the Investment Company Act.
Section 6. Quorum, Adjournment of Meetings. The presence in person or by
-----------------------------------
proxy of the holders of record of more than one-third of the Shares, or of the
shares of any Series, of the Trust issued and outstanding and entitled to vote
thereat, shall constitute a quorum, respectively, at all meetings of the
Shareholders; provided, however, that if any action to be taken by the Shareholders
or by a Series at a meeting requires an affirmative vote of a majority, or more
than a majority, of the shares outstanding and entitled to vote, then in such event
the presence in person or by proxy of the holders of a majority of the shares
outstanding and entitled to vote at such a meeting shall constitute a quorum for
all purposes. At a meeting at which a quorum is present, a vote of a majority of
the quorum shall be sufficient to transact all business at the meeting. If at any
meeting of the Shareholders there shall be less than a quorum present, the
Shareholders or Trustees present at such meeting may, without further notice,
adjourn the same from time to time until a quorum shall attend, but no business
shall be transacted at any such adjourned meeting except such as might have been
lawfully transacted had the meeting not been adjourned.
If a quorum is present but sufficient votes in favor of one or more proposals
have not been received, any of the persons named as proxies or attorneys-in-fact
may propose and approve one or more adjournments of the meeting to permit further
solicitation of proxies with respect to any proposal. All such adjournments will
require the affirmative vote of a majority of the shares present in person or by
proxy at the session of the meeting to be adjourned. Prior to any such
adjournment, any lawful business may be transacted.
Section 7. Voting and Inspectors. At all meetings of shareholders, every
-----------------------
shareholder of record entitled to vote at such meeting shall be entitled to vote at
such meeting either in person of by proxy. Proxies may be given by or on behalf of
a Shareholder in writing or by electronic means, including by telephone, facsimile
or via the Internet.
All elections of Trustees shall be had by a plurality of the votes cast and
all questions shall be decided by a majority of the votes cast, in each case at a
duly constituted meeting, except as otherwise provided in the Declaration of Trust
or in these By-Laws or by specific statutory provision superseding the restrictions
and limitations contained in the Declaration of Trust or in these By-Laws.
At any election of Trustees, the Board of Trustees prior thereto may, or, if
they have not so acted, the Chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the Shares entitled to vote at such election
shall, appoint two inspectors of election who shall first subscribe an oath or
affirmation to execute faithfully the duties of inspectors at such election with
strict impartiality and according to the best of their ability, and shall after the
election make a certificate of the result of the vote taken. No candidate for the
office of Trustee shall be appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken upon any
election or matter, and such vote shall be taken upon the request of the holders of
ten percent (10%) of the Shares entitled to vote on such election or matter.
Section 8. Conduct of Shareholders' Meetings. The meetings of the
---------------------------------------
Shareholders shall be presided over by the Chairman of the Board of Trustees, if
any, or if he shall not be present, by the President, or if he shall not be
present, by a Vice-President, or if none of the Chairman of the Board of Trustees,
the President or any Vice-President is present, by a chairman to be elected at the
meeting. The Secretary of the Trust, if present, shall act as Secretary of such
meetings, or if he is not present, an Assistant Secretary shall so act, or if
neither the Secretary nor an Assistant Secretary is present, than the meeting shall
elect its secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At every meeting
------------------------------------------------
of the Shareholders, all proxies shall be received and taken in charge of and all
ballots shall be received and canvassed by the secretary of the meeting, who shall
decide all questions touching the qualification of voters, the validity of the
proxies, and the acceptance or rejection of votes, unless inspectors of election
shall have been appointed as provided in Section 7, in which event such inspectors
of election shall decide all such questions.
ARTICLE II
BOARD OF TRUSTEES
Section 1. Number and Tenure of Office. The business and affairs of the
-----------------------------
Trust shall be conducted and managed by a Board of Trustees consisting of the
number of initial Trustees, which number may be increased or decreased as provided
in Section 2 of this Article. Each Trustee shall, except as otherwise provided
herein, hold office until the next meeting of Shareholders of the Trust following
his election called for the purpose of electing Trustees or until his successor is
duly elected and qualifies. Trustees need not be Shareholders.
Section 2. Increase or Decrease in Number of Trustees; Removal. The Board
-------------------------------------------------------
of Trustees, by the vote of a majority of the entire Board, may increase the number
of Trustees to a number not exceeding fifteen, and may elect Trustees to fill the
vacancies created by any such increase in the number of Trustees until the next
meeting called for the purpose of electing Trustees or until their successors are
duly elected and qualify; the Board of Trustees, by the vote of a majority of the
entire Board, may likewise decrease the number of Trustees to a number not less
than three but the tenure of office of any Trustee shall not be affected by any
such decrease. Vacancies occurring other than by reason of any such increase shall
be filled by a vote of a majority of the entire Board then sitting. 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 should die, become incapacitated or fail to stand for election, 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 not less than
two-thirds of the outstanding Shares of the Trust, present in person or by proxy at
any meeting of Shareholders at which such vote may be taken, provided that a quorum
is present. Any Trustee at any time may be removed for cause by resolution duly
adopted at any meeting of the Board of Trustees provided that notice thereof is
contained in the notice of such meeting and that such resolution is adopted by the
vote of at least two thirds of the Trustees whose removal is not proposed. As used
herein, "for cause" shall mean any cause which under Massachusetts law would permit
the removal of a Trustee of a business trust.
Section 3. Place of Meeting. The Trustees may hold their meetings, have one
-----------------
or more offices, and keep the books of the Trust outside Massachusetts, at any
office or offices of the Trust or at any other place as they may from time to time
by resolution determine, or, in the case of meetings, as they may from time to time
by resolution determine or as shall be specified or fixed in the respective notices
or waivers of notice thereof.
Section 4. Regular Meetings. Regular meetings of the Board of Trustees
------------------
shall be held at such time and on such notice, if any, as the Trustees may from
time to time determine.
Section 5. Special Meetings. Special meetings of the Board of Trustees may
------------------
be held from time to time upon call of the Chairman of the Board of Trustees, if
any, the President or two or more of the Trustees, by oral, telegraphic or written
notice duly served on or sent or mailed to each Trustee not less than one day
before such meeting. No notice need be given to any Trustee who attends in person
or to any Trustee who in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice. Such notice or
waiver of notice need not state the purpose or purposes of such meeting.
Section 6. Quorum. A majority 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 (but not less than two)
as the Board may from time to time determine. The Board of Trustees by such
affirmative vote shall have power at any time to change the members of such
Committee and may fill vacancies in the Committee by election from the Trustees.
When the Board of Trustees is not in session, the Executive Committee shall have
and may exercise any or all of the powers of the Board of Trustees in the
management of the business and affairs of the Trust (including the power to
authorize the seal of the Trust to be affixed to all papers which may require it)
except as provided by law and except the power to increase or decrease the size of,
or fill vacancies on, the Board. The Executive Committee may fix its own rules of
procedure, and may meet, when and as provided by such rules or by resolution of the
Board of Trustees, but in every case the presence of a majority shall be necessary
to constitute a quorum. In the absence of any member of the Executive Committee,
the members thereof present at any meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Trustees to act in the place of such
absent member.
Section 8. Other Committees. The Board of Trustees, by the affirmative vote
------------------
of a majority of the entire Board, may appoint other committees which shall in each
case consist of such number of members of the Board (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 and Committee Members. Trustees and
---------------------------------------------------
members of the Committees appointed by the Board shall be entitled to receive such
compensation from the Trust for their services as may from time to time be voted by
the Board of Trustees.
Section 11. Dividends. Dividends or distributions payable on the Shares of
----------
any Series of the Trust may, but need not be, declared by specific resolution of
the Board as to each dividend or distribution; in lieu of such specific
resolutions, the Board may, by general resolution, determine the method of
computation thereof, the method of determining the Shareholders of the Series to
which they are payable and the methods of determining whether and to which
Shareholders they are to be paid in cash or in additional Shares.
Section 12. Indemnification. Before an indemnitee shall be indemnified by
----------------
the Trust, there shall be a reasonable determination upon review of the facts that
the person to be indemnified was not liable by reason of disabling conduct as
defined in the Declaration of Trust. Such determination may be made either by vote
of a majority of a quorum of the Board who are neither "interested persons" of the
Trust or the investment adviser nor parties to the proceeding or by independent
legal counsel. The Trust may advance attorneys' fees and expenses incurred in a
covered proceeding to the indemnitee if the indemnitee undertakes to repay the
advance unless it is determined that he is entitled to indemnification under the
Declaration of Trust. Also at least one of the following conditions must be
satisfied: (1) the indemnitee provides security for his undertaking, or (2) the
Trust is insured against losses arising by reason of lawful advances, or (3) a
majority of the disinterested nonparty Trustees or independent legal counsel in a
written opinion shall determine, based upon review of all of the facts, that there
is reason to believe that the indemnitee will ultimately be found entitled to
indemnification.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the Trust 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 Trust 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 Trust
--------------------
may be issued a certificate or certificates for his Shares of that Series, in such
form as the Board of Trustees may from time to time prescribe, but only if and to
the extent and on the conditions described by the Board. Except as a Shareholder
may be given the right by the Trust's Registration Statement to have a certificate
issued to him, all of the Shares of the Trust or any Series shall be issued without
certificates.
Section 2. Transfer of Shares. Shares of any Series shall be transferable
--------------------
on the books of the Trust by the holder thereof in person or by his duly authorized
attorney or legal representative, upon surrender and cancellation of certificates,
if any, for the same number of Shares of that Series, duly endorsed or accompanied
by proper instruments of assignment and transfer, with such proof of the
authenticity of the signature as the Trust or its agent may reasonably require; in
the case of shares not represented by certificates, the same or similar
requirements may be imposed by the Board of Trustees.
Section 3. Share Ledgers. The share ledgers of the Trust, containing the
---------------
name and address of the Shareholders of each Series of the Trust 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 Trust employs a transfer agent, at the offices of
the transfer agent of the Trust.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Trustees may
----------------------------------------
determine the conditions upon which a new certificate may be issued in place of a
certificate which is alleged to have been lost, stolen or destroyed; and may, in
their discretion, require the owner of such certificate or his legal representative
to give bond, with sufficient surety to the Trust and the transfer agent, if any,
to indemnify it and such transfer agent against any and all loss or claims which
may arise by reason of the issue of a new certificate in the place of the one so
lost, stolen or destroyed.
ARTICLE V
SEAL
The Board of Trustees shall provide a suitable seal of the Trust, in such
form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Trust shall be fixed by the Board of Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Trust may be altered, amended, added to or repealed by the
Shareholders or by majority vote of the entire Board of Trustees, but any such
alteration, amendment, addition or repeal of the By-Laws by action of the Board of
Trustees may be altered or repealed by the Shareholders.
Centennial/180/2001/Exhibit23(b).doc
Exhibit 23(c)
CENTENNIAL CALIFORNIA TAX EXEMPT 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 California Tax Exempt Trust
A MASSACHUSETTS BUSINESS TRUST
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR CERTAIN
DEFINITIONS
(box with number)
CUSIP 15133P 102
(at left) is the owner of
(centered) FULLY PAID SHARES OF BENEFICIAL INTEREST OF
CENTENNIAL CALIFORNIA TAX EXEMPT TRUST
(hereinafter called the "Trust"), transferable only on the books of the
Trust by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This certificate
and the shares represented hereby are issued and shall be held subject
to all of the provisions of the Declaration of Trust of the Trust to
all of which the holder by acceptance hereof assents. This certificate
is not valid until countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Trust and the signatures of its duly
authorized officers.
(signature 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 CALIFORNIA TAX EXEMPT TRUST
SEAL
1989
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. 16 to Registration Statement No. 33-30471 of Centennial California Tax Exempt 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/180/2001/Exhibit23(o).doc