SCHEDULE 14A
Information Required in Proxy Statement
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
CENTENNIAL MONEY MARKET TRUST
(Name of Registrant as Specified in its Charter)
Kathleen T. Ives
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2)
or Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Kathleen T. Ives
(4) Date Filed: June 10, 2003
150_Sched14A-def_0603.doc
PROXY CARD CENTENNIAL MONEY MARKET TRUST
PROXY CARD
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON July 21, 2003
The undersigned, revoking prior proxies, hereby appoints Brian Wixted,
Connie Bechtolt, Philip Vottiero, Kathleen Ives and Philip Masterson, and
each of them, as attorneys-in-fact and proxies of the undersigned, with full
power of substitution, to vote shares held in the name of the undersigned on
the record date at the Special Meeting of Shareholders of Centennial Money
Market Trust (the "Trust") to be held at 6803 South Tucson Way, Centennial,
Colorado, 80112, on July 21, 2003, at 1:00 P. M. Mountain time, or at any
adjournment thereof, upon the proposals described in the Notice of Meeting
and accompanying Proxy Statement, which have been received by the
undersigned.
This proxy is solicited on behalf of the Trust's Board of Trustees, and all
proposals (set forth on the reverse side of this proxy card) have been
proposed by the Board of Trustees. When properly executed, this proxy will
be voted as indicated on the reverse side or "FOR" a proposal if no choice
is indicated. The proxy will be voted in accordance with the proxy holders'
best judgment as to any other matters that may arise at the Meeting.
VOTE VIA THE TELEPHONE:
1-800-597-7836
CONTROL NUMBER: 999
9999 9999 999
PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:
FOR AGAINST FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ] 1.
FOR AGAINST ABSTAIN
[ ] [ ] [ ] 2. A
[ ] [ ] [ ] 2. B
[ ] [ ] [ ] 3.
1. To elect a Board of Trustees:
01 James C. Swain 02 Richard F. Grabish 03 William L.
Armstrong
04 Robert G. Avis 05 George C. Bowen 06 Edward L.
Cameron
07 Jon S. Fossel 08 Sam Freedman 09 F. William
Marshall, Jr.
10 Beverly L. Hamilton 11 Robert J. Malone
If you do not wish your shares voted "FOR" a particular nominee, mark
the "For All Except" box and write the nominee's number on the line
provided below. Your shares will be voted for the remaining nominee(s).
2. To approve the amendment to two (2) fundamental investment
restrictions of the Trust:
A. Investments in debt securities having a maturity greater than the time
limitation provided in Rule 2a-7
B. The Trust's concentration policy
3. To approve a new Investment Advisory Agreement to eliminate an expense
limitation
1.866.241.6192
Vote your proxy over the phone.
Voting your proxy is important, and now it's easy.
Vote at your convenience, 24 hours a day, and save
postage costs which ultimately reduces fund expenses.
Read your Proxy Card carefully. To exercise your proxy,
just follow these three simple steps:
1. Call the toll free number: 1.866.241.6192
2. Enter the 14-digit Control Number, located on your Proxy Card.
3. Follow the voice instructions.
If you vote by phone please do not mail your Proxy Card.
John V. Murphy
President Centennial Money Market Trust
PO Box 5143
Denver, CO 80217-5143
800.456.1699
June 16, 2003
Dear Centennial Money Market Trust Shareholder,
We have scheduled a shareholder meeting on July 21, 2003 for you to decide upon some
important proposals for the Trust. Your ballot card and a detailed statement of the issues
are enclosed.
Your Board of Trustees believes the matters being proposed for approval are in the best
interests of the Trust and its shareholders and recommends a vote "for" the election of
Trustees and for each Proposal. Regardless of the number of shares you own, it is important
that you represent your shares by voting. We urge you to consider these issues carefully and
make your vote count.
How do you vote?
To cast your vote, simply mark, sign and date the enclosed proxy ballot and return it in the
postage-paid envelope today. You may also vote by telephone by following the instructions on
the proxy ballot. Using a touch-tone telephone to cast your vote saves time and helps reduce
the Fund's expenses. If you vote by phone, you do not need to mail the proxy ballot.
Remember, it can be costly for the Fund--and ultimately for you as a shareholder--to mail
ballots again if enough responses are not received to conduct the meeting. If your vote is
not received before the scheduled meeting, you may receive a telephone call asking you to
vote.
What are the issues?
o Election of Trustees. You are being asked to consider and approve the election of 11
Trustees. You will find detailed information on the Trustees in the enclosed proxy
statement.
o Approval of Amendments to two Fundamental Investment Restrictions. Your approval is
requested to amend two fundamental investment restrictions of the Trust.
o Authorize the Trustees to adopt an Investment Advisory Agreement. to eliminate an
expense limitation
Please read the enclosed proxy statement for complete details on these proposals. Of course,
if you have any questions, please contact your financial advisor, or call us at
1-800-456-1699. As always, we appreciate your confidence in Centennial Money Market Trust and
look forward to serving you for many years to come.
Sincerely,
John V. Murphy's signature
Enclosures
XP0150.003
CENTENNIAL MONEY MARKET TRUST
6803 South Tucson Way, Centennial, CO 80112
Notice of Meeting of Shareholders to be Held
July 21, 2003
To The Shareholders of Centennial Money Market Trust:
Notice is hereby given that a Special Meeting of the Shareholders (the
"Meeting") of Centennial Money Market Trust (the "Trust"), will be held at
6803 South Tucson Way, Centennial, Colorado, 80112, at 1:00 P.M., Mountain
time, on July 21, 2003 and any adjournment thereof.
During the Meeting, shareholders of the Trust will vote on the following
proposals:
1. To elect a Board of Trustees;
2. To approve amendments to two fundamental investment restrictions of the
Trust;
3. To approve a new Investment Advisory Agreement to eliminate an expense
limitation; and
4. To transact such other business as may properly come before the
Meeting, or any adjournments thereof.
Shareholders of record at the close of business on May 23, 2003, are entitled
to notice of and to vote at the Meeting. The Proposals are more fully
discussed in the Proxy Statement. Please read it carefully before telling us,
through your proxy or in person, how you wish your shares to be voted. The
Board of Trustees, including a majority of the Independent Trustees of the
Trust, recommends a vote to elect each of the nominees as Trustee and in
favor of each Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE
ENCLOSED PROXY BALLOT PROMPTLY.
By Order of the Board of Trustees,
Robert G. Zack
Secretary
June 16, 2003
PLEASE RETURN YOUR PROXY BALLOT PROMPTLY. YOUR VOTE IS IMPORTANT NO MATTER
HOW MANY SHARES YOU OWN.
150
TABLE OF CONTENTS
Proxy Statement Page
Questions and Answers
Proposal 1: To elect a Board of Trustees
Proposal 2: To approve amendments to two fundamental investment
restrictions of the Trust
Proposal 3: To approve a new Investment Advisory Agreement to eliminate an
expense limitation
Information About the Trust
Further Information About Voting and the Meeting
Other Matters
Exhibit A: Proposed Investment Advisory Agreement
Exhibit B: Advisory Fees of Oppenheimer/Centennial Money Market Funds
CENTENNIAL MONEY MARKET TRUST
PROXY STATEMENT
QUESTIONS AND ANSWERS
Q. Who is Asking for My Vote?
A. The Trustees of Centennial Money Market Trust (the "Trust") have asked
that you vote on several matters at the Special Meeting of
Shareholders to be held on July 21, 2003.
Q. Who is Eligible to Vote?
A. Shareholders of record at the close of business on May 23, 2003 are
entitled to vote at the Meeting or any adjourned meeting.
Shareholders are entitled to cast one vote per share (plus a
fractional vote for each fractional share) for each matter
presented at the Meeting. The Notice of Meeting, proxy ballot
and proxy statement are expected to be mailed to shareholders of
record on or about June 16, 2003.
Q. On What Matters Am I Being Asked to Vote?
A. You are being asked to vote on the following proposals:
1. To elect a Board of Trustees;
2. To amend two fundamental investment restrictions of the Trust; and
3. To approve a new Investment Advisory Agreement to eliminate an expense
limitation.
Q. How do the Trustees Recommend that I Vote?
A. The Board of Trustees, including a majority of the Independent
Trustees, recommend that you vote:
1. FOR election of all nominees as Trustees;
2. FOR amendment of the Trust's fundamental investment restrictions
proposed for amendment; and
3. FOR the approval of a new Investment Advisory Agreement to eliminate an
expense limitation.
Q. How Can I Vote?
A. You can vote in three (3) different ways:
o By mail, with the enclosed ballot;
o In person at the Meeting;
o By telephone (please see the insert for instructions).
Voting by telephone is convenient and can help reduce the
---------- --------------------
Trust's expenses. Whichever method you choose, please take
----------------
the time to read the full text of the proxy statement before
you vote.
Please be advised that the deadline for voting by telephone is
3:00 p.m. (ET) on the last business day before the Meeting.
Q. How Will My Vote Be Recorded?
A. Proxy ballots that are properly signed, dated and received at or prior
to the Meeting, or any adjournment thereof, will be voted as
specified. If you specify a vote for any of the proposals, your
proxy will be voted as indicated. If you sign and date the proxy
ballot, but do not specify a vote for one or more of the
proposals, your shares will be voted in favor of the Trustees'
recommendations. Telephonic votes will be recorded according to
the telephone voting procedures described in the "Further
Information About Voting and the Meeting" section below.
Q. How Can I Revoke My Proxy?
A. You may revoke your proxy at any time before it is voted by forwarding
a
written revocation or a later-dated proxy ballot to the Trust
that is received at or prior to the Meeting, or any adjournment
thereof, or by attending the Meeting, or any adjournment thereof,
and voting in person (if you are a record owner). Please be
advised that the deadline for revoking your proxy by telephone is
3:00 p.m. (ET) on the last business day before the Meeting.
Q. How Can I Get More Information About the Trust?
A. A copy of the Trust's annual and semi-annual reports have previously
been mailed to Shareholders. If you would like to have copies of
the Trust's most recent semi-annual and annual reports sent to
you free of charge, please call us toll-free at 1.800.456.1699 or
write to the Trust at Shareholder Services, Inc., P.O. Box 5143,
Denver, Colorado 80217-5143.
Q. Whom Do I Call If I Have Questions?
A. Please call us at 1.800.456.1699.
THIS PROXY STATEMENT IS DESIGNED TO FURNISH SHAREHOLDERS WITH THE INFORMATION
NECESSARY TO VOTE ON THE MATTERS COMING BEFORE THE MEETING. IF YOU HAVE ANY
QUESTIONS, PLEASE CALL US AT 1.800.456.1699.
CENTENNIAL MONEY MARKET TRUST
PROXY STATEMENT
Meeting of Shareholders
To Be Held July 21, 2003
This statement is furnished to the shareholders of Centennial Money Market
Trust (the "Trust"), in connection with the solicitation by the Trust's Board
of Trustees of proxies to be used at a special meeting of shareholders (the
"Meeting") to be held at 6803 South Tucson Way, Centennial, Colorado, 80112,
at 1:00 P.M., Mountain time, on July 21, 2003, or any adjournments thereof.
It is expected that the mailing of this Proxy Statement will be made on or
about June 16, 2003.
SUMMARY OF PROPOSALS
- -------------------------------------------------------------------------------
Proposal Shareholders Voting
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1. To elect a Board of Trustees All
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
2. To approve amendments to two (2) of the Trust's
fundamental investment restrictions
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
A. Investments in debt securities having a All
maturity greater than the time limitation
provided in Rule 2a-7
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
B. The Trust's concentration policy All
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
3. To approve a new Investment Advisory Agreement All
to eliminate an expense limitation
- -------------------------------------------------------------------------------
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, eleven (11) Trustees are to be elected. If elected, the
Trustees will serve indefinite terms until a meeting of shareholders of the
Trust next succeeding their election or until their successors are properly
elected and qualified. The persons named as attorneys-in-fact in the
enclosed proxy have advised the Trust that, unless a proxy ballot instructs
them to withhold authority to vote for all listed nominees or any individual
nominee, all validly executed proxies will be voted for the election of all
of the nominees named below.
As a Massachusetts business trust, the Trust is not required, and does not
intend, to hold annual shareholder meetings for the purpose of electing
Trustees. As a result, if elected, the Trustees will hold office until the
meeting of shareholders of the Trust next succeeding their election or until
their successors are duly elected and shall have qualified. If a nominee
should be unable to accept election, serve his or her term or resign, the
authorized number of Trustees shall be reduced, unless the Board of Trustees
prior to the meeting shall otherwise determine to select another person to
fill the vacant position.
Although the Trust will not normally hold annual meetings of its
shareholders, it may hold shareholder meetings from time to time on important
matters, and shareholders have certain rights to call a meeting to remove a
Trustee or to take other action described in the Trust's Declaration of
Trust. Also, if at any time, less than a majority of the Trustees holding
office has been elected by the shareholders, the Trustees then in office will
promptly call a shareholders' meeting for the purpose of electing Trustees.
Each of the nominees currently serves as a Trustee of the Trust. Each of the
nominees has consented to be named as such in this proxy statement and to
serve as Trustee if elected. All present Trustees of the Trust have
previously been elected by the Trust's shareholders, except for Mr. Grabish
who was appointed as Trustee on April 24, 2001 and Mrs. Hamilton and Mr.
Malone who were appointed as Trustees effective June 1, 2002.
Except for Mr. Grabish, each of the Trustees is an independent trustee of the
Trust ("Independent Trustee"). Mr. Grabish is an "interested trustee" (as
that term is defined in the Investment Company Act of 1940, referred to in
this Proxy Statement as the "the Investment Company Act") of the Trust, by
virtue of his positions with A.G. Edwards & Sons, Inc. and its affiliates (as
described in his biography below). A.G. Edwards & Sons is the record holder
of approximately 99% of the shares of the Trust. Each of the Trustees serves
as trustee or director of other funds in the Oppenheimer family of funds.
The Oppenheimer funds on which each of the Independent Trustees currently
serves are referred to as "Board II Funds" in this proxy statement.
The address of each Trustee in the charts below is 6803 South Tucson Way,
Centennial, CO 80112-3924. Each Trustee serves for an indefinite term, until
his or her resignation, retirement, death or removal.
Nominees for Independent Trustee
- -----------------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Years Dollar Aggregate
Dollar
Range of
Shares
Beneficially
Owned in
Position(s) Range of the Board
Held with Shares II Funds
Trust, Length BeneficiallOverseen
of Service Owned in by
(as / Other Trusteeships/Directorships Held by the Trust Nominee
applicable) Nominee Number of Portfolios in Fund Complex (as of (as of
and Age Currently Overseen by Nominee or Trustee 5/23/03) 5/23/03)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
James C. Formerly, Chief Executive Officer (until $0 Over
Swain, August 27, 2002) of the Board II Funds,
Chairman and President and a director (until 1997) of the
Trustee since Centennial Asset Management Corporation (the
1981 "Manager") and Vice Chairman (until January
Age: 69 2, 2002) of OppenheimerFunds, Inc. (of which
the Manager is a wholly-owned investment
advisory subsidiary). Oversees 42 portfolios $100,000
in the OppenheimerFunds complex.
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
William L. Chairman of the following private mortgage
Armstrong, banking companies: Cherry Creek Mortgage
Trustee since Company (since 1991), Centennial State
2001 Mortgage Company (since 1994), The El Paso
Age: 66 Mortgage Company (since 1993), Transland
Financial Services, Inc. (since 1997);
Chairman of the following private companies:
Great Frontier Insurance (insurance agency)
(since 1995), Ambassador Media Corporation
and Broadway Ventures (since 1984); a
director of the following public companies:
Helmerich & Payne, Inc. (oil and gas
drilling/production company) (since 1992)
and UNUMProvident (insurance company) (since $0 $50,001-
1991). Mr. Armstrong is also a $100,000
Director/Trustee of Campus Crusade for
Christ and the Bradley Foundation. Formerly
a director of the following: Storage
Technology Corporation (a publicly-held
computer equipment company) (1991-February
2003), Frontier Real Estate, Inc.
(residential real estate brokerage)
(1994-1999), and Frontier Title (title
insurance agency) (1995-June 1999); a U.S.
Senator (January 1979-January 1991).
Oversees 42 portfolios in the
OppenheimerFunds complex.
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Robert G. Formerly, Director and President of A.G.
Avis, Trustee Edwards Capital, Inc. (General Partner of
since 1993 private equity funds) (until February 2001);
Age: 71 Chairman, President and Chief Executive
Officer of A.G. Edwards Capital, Inc. (until
March 2000); Vice Chairman and Director of
A.G. Edwards, Inc. and Vice Chairman of A.G.
Edwards & Sons, Inc. (its brokerage company Over Over
subsidiary) (until March 1999); Chairman of $100,000 $100,000
A.G. Edwards Trust Company and A.G.E. Asset
Management (investment advisor) (until March
1999); and a Director (until March 2000) of
A.G. Edwards & Sons and A.G. Edwards Trust
Company. Oversees 42 portfolios in the
OppenheimerFunds complex.
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
George C. Formerly (until April 1999) Mr. Bowen held
Bowen, the following positions: Senior Vice
Trustee since President (from September 1987) and
1998 Treasurer (from March 1985) of
Age: 66 OppenheimerFunds, Inc; Vice President (from
June 1983) and Treasurer (since March 1985)
of OppenheimerFunds Distributor, Inc. (a
subsidiary of OppenheimerFunds, Inc., of
which the Manager is an investment advisory
subsidiary); Senior Vice President (since
February 1992), Treasurer (since July 1991)
Assistant Secretary and a director (since
December 1991) of the Manager; Vice
President (since October 1989) and Treasurer
(since April 1986) of HarbourView Asset
Management Corporation (an investment
advisory subsidiary of OppenheimerFunds,
Inc.); President, Treasurer and a director
(June 1989-January 1990) of Centennial
Capital Corporation (a prior investment
advisory subsidiary of OppenheimerFunds,
Inc.); Vice President and Treasurer (since Over
August 1978) and Secretary (since April $10,001-$50 $100,000
1981) of Shareholder Services, Inc., and
Vice President, Treasurer and Secretary
(since November 1989) of Shareholder
Financial Services, Inc. (both are transfer
agent subsidiaries of OppenheimerFunds,
Inc.); Assistant Treasurer (since March
1998) of Oppenheimer Acquisition Corp.
(OppenheimerFunds, Inc.'s parent holding
company); Treasurer (since November 1989) of
Oppenheimer Partnership Holdings, Inc. (a
holding company subsidiary of
OppenheimerFunds, Inc.); Vice President and
Treasurer (since July 1996) of Oppenheimer
Real Asset Management, Inc. (an investment
advisory subsidiary of OppenheimerFunds,
Inc.); Treasurer (since October 1997) of
OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (offshore
fund management subsidiaries of
OppenheimerFunds, Inc.). Oversees 42
portfolios in the OppenheimerFunds complex.
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Edward L. A member of The Life Guard of Mount Vernon,
Cameron, George Washington's home (since June 2000).
Trustee since Formerly (March 2001 - May 2002) Director of
2001 Genetic ID, Inc. and its subsidiaries (a
Age: 64 privately held biotech company); a partner
with PricewaterhouseCoopers LLP (from $0 $50,001-
1974-1999) (an accounting firm) and Chairman $100,000
(from 1994-1998), Price Waterhouse LLP
Global Investment Management Industry
Services Group. Oversees 42 portfolios in
the OppenheimerFunds complex.
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Jon S. Chairman and Director (since 1998) of Rocky
Fossel, Mountain Elk Foundation (a not-for-profit
Trustee since foundation); and a director (since October
1990 1999) of P.R. Pharmaceuticals (a privately
Age: 61 held company) and UNUMProvident (an
insurance company) (since June 1, 2002).
Formerly Chairman and a director (until
October 1996) and President and Chief Over
Executive Officer (until October 1995) of $0 $100,000
OppenheimerFunds, Inc.; President, Chief
Executive Officer and a director of
Oppenheimer Acquisition Corp., Shareholders
Services Inc. and Shareholder Financials
Services, Inc. (until October 1995).
Oversees 42 portfolios in the
OppenheimerFunds complex.
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Sam Freedman, Director of Colorado Uplift (a non-profit
Trustee since charity) (since September 1984). A trustee
1996 or director of other Oppenheimer funds.
Age: 62 Formerly (until October 1994) Mr. Freedman Over
held several positions in subsidiary or $0 $100,000
affiliated companies of OppenheimerFunds,
Inc. Oversees 42 portfolios in the
OppenheimerFunds complex.
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Beverly L. Trustee (since 1996) of MassMutual ,000
Hamilton, Institutional Funds and of MML Series
Trustee since Investment Fund (open-end investment
2002 companies); Director of MML Services (since
Age: 56 April 1987) and America Funds Emerging
Markets Growth Fund (since October 1991)
(both are investment companies), The
California Endowment (a philanthropy
organization) (since April 2002), and
Community Hospital of Monterey Peninsula,
(since February 2002); a trustee (since
February 2000) of Monterey International $0 $10,001-$50
Studies (an educational organization), and
an advisor to Unilever (Holland)'s pension
fund and to Credit Suisse First Boston's
Sprout venture capital unit. Mrs. Hamilton
also is a member of the investment
committees of the Rockefeller Foundation,
the University of Michigan and Hartford
Hospital. Formerly, President (February
1991-April 2000) ARCO Investment Management
Company. Oversees 41 portfolios in the
OppenheimerFunds complex.
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Robert J. Director (since 2001) of Jones Knowledge,
Malone, Inc. (a privately held company), U.S.
Trustee since Exploration, Inc., (since 1997), Colorado
2002 UpLIFT (a non-profit organization) (since
Age: 58 1986) and a trustee of the Gallagher Family
Foundation (non-profit organization) (since Over Over
2000). Formerly, Chairman of U.S. Bank (a $100,000 $100,000
subsidiary of U.S. Bancorp and formerly
Colorado National Bank,) (July 1996-April 1,
1999) and a director of Commercial Assets,
Inc. (a REIT) (1993-2000). Oversees 41
portfolios in the OppenheimerFunds complex.
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
F. William Trustee (since 1996) of MassMutual
Marshall, Institutional Funds and of MML Series
Jr., Trustee Investment Fund (open-end investment
since 2001 companies); Chairman of the Board (since
Age: 60 2003), Trustee and Chairman of the
investment committee (since May 1987) for
the Worcester Polytech Institute; President
and Treasurer (since January 1999) of the
SIS Fund (a private not for profit
charitable fund); Trustee (since 1995) of
the Springfield Library and Museum
Association; Trustee (since 1996) of the
Community Music School of Springfield. Over
Formerly, member of the investment committee $10,001-$50 $100,000
of the Community Foundation of Western
Massachusetts (1998 - 2003); Chairman
(January 1999-July 1999) of SIS & Family
Bank, F.S.B. (formerly SIS Bank); President,
Chief Executive Officer and Director (May
1993-December 1998) of SIS Bankcorp, Inc.
and SIS Bank (formerly Springfield
Institution for Savings) and Executive Vice
President (January 1999-July 1999) of
Peoples Heritage Financial Group, Inc.
Oversees 42 portfolios in the
OppenheimerFunds complex.
- -----------------------------------------------------------------------------------
Nominee for Interested Trustee
- ----------------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Dollar Aggregate
Dollar Range
Of Shares
Position(s) Range of Beneficially
Held with Shares Owned in
Trust, Beneficiallthe Board II
Length of Owned in Funds
Service (as Years / Other Trusteeships/Directorships the Trust Overseen by
applicable) Held by Nominee / Number of Portfolios in (as of Trustee (as
and Age Fund Complex Overseen by Nominee 5/23/03) of 5/23/03)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Richard F. Senior Vice President, Assistant Director $1 Over $100,000
Grabish, of Sales and Marketing (since March 1997),
Trustee and Manager of Private Client Services
since 2001 (since June 1985) for A.G. Edwards & Sons,
Age: 54 Inc. (broker/dealer and investment firm).
Chairman and Chief Executive Officer
(since March 2001) of A.G. Edwards Trust
Company; Director (since March 1988) of
A.G. Edwards & Sons, Inc. Formerly (until
March 1987) President and Vice Chairman of -$10,000
A.G. Edwards Trust Company. Oversees 6
portfolios in the OppenheimerFunds complex.
- ----------------------------------------------------------------------------------
A. General Information Regarding the Board of Trustees.
The Trust is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders. The Trustees meet periodically
throughout the year to oversee the Trust's activities, review its performance
and review the actions of the Trust's investment manager, Centennial Asset
Management Corporation (the "Manager"), which is responsible for the Trust's
day-to-day operations. Eight regular meetings of the Trustees were held
during the fiscal year ended June 30, 2002. Each of the incumbent Trustees
was present for at least 75% of the aggregate number of Board of Trustees
meetings and committees on which that Trustee served that were held during
the period.
B. Committees of the Board of Trustees.
The Board of Trustees has appointed standing Audit and Review Committees.
The Audit Committee is comprised of Independent Trustees only. The Review
Committee is comprised of all Independent Trustees with the exception of Mr.
Grabish.
The members of the Audit Committee are Edward L. Cameron (Chairman), William
L. Armstrong, Robert J. Malone, and George C. Bowen. The Audit Committee
held six meetings during the fiscal year ended June 30, 2002. The Audit
Committee furnishes the Board with recommendations regarding the selection of
the Trust's independent auditors. Other main functions of the Audit Committee
include, but are not limited to: (i) reviewing the scope and results of
audits and the audit fees charged; (ii) reviewing reports from the Trust's
independent auditors regarding the Trust's internal accounting procedures and
controls; and (iii) establishing a separate line of communication between the
Trust's independent auditors and its Independent Trustees.
The Audit Committee's functions include selecting and nominating, to the full
Board, nominees for election as Trustees, and selecting and nominating
Independent Trustees for election. The Audit Committee may, but need not,
consider the advice and recommendation of the Manager and its affiliates in
selecting nominees. The full Board elects new Trustees except for those
instances when a shareholder vote is required.
To date, the Committee has been able to identify from its own resources an
ample number of qualified candidates. Nonetheless, shareholders may submit
names of individuals, accompanied by complete and properly supported resumes,
for the Audit Committee's consideration by mailing such information to the
Committee in care of the Trust. The Committee may consider such persons at
such time as it meets to consider possible nominees. The Committee, however,
reserves sole discretion to determine the candidates to present to the Board
and/or shareholders when it meets for the purpose of considering potential
nominees.
The members of the Review Committee are Jon S. Fossel (Chairman), Robert G.
Avis, Sam Freedman, Beverly L. Hamilton, Richard F. Grabish and F. William
Marshall, Jr. The Review Committee held seven meetings during the fiscal
year ended June 30, 2002. Among other functions, the Review Committee
reviews reports and makes recommendations to the Board concerning the fees
paid to the Trust's transfer agent and the services provided to the Trust by
the transfer agent. The Review Committee also reviews the Trust's investment
performance and policies and procedures adopted by the Trust to comply with
Investment Company Act and other applicable law.
Based on the Audit Committee's recommendation, the Board of Trustees of the
Trust, including a majority of the Independent Trustees, selected Deloitte &
Touche LLP ("Deloitte") as auditors of the Trust. Deloitte also serves as
auditors for certain other funds for which the Manager acts as investment
advisor and provides certain auditing and non-auditing services for the
Manager and its subsidiaries.
1. Audit Fees.
During the fiscal years ended June 30, 2001 and June 30, 2002, Deloitte
performed audit services for the Trust including the audit of the Trust's
financial statements, review of the Trust's annual report and registration
statement amendment, and reporting matters. The aggregate fees billed by
Deloitte for those services for the fiscal year ended June 30, 2001 were
$50,000 and for the fiscal year ended June 30, 2002 were $50,500.
2. All Other Fees.
There were no fees billed by Deloitte for services rendered to the Trust
other than the services described above under "Audit Fees" for the fiscal
year ended June 30, 2002. During the fiscal years ended June 30, 2001 and
2002, Deloitte audited the Manager's financial statements as well as the
financial statements of the Manager's parent company and certain affiliated
companies that provide ongoing services to the Trust. Deloitte was paid a
total of $240,400 in 2001 and $282,800 in 2002 for those services.
Additionally, Deloitte provided certain tax accounting and other consulting
services to the parent company of the Manager. Deloitte was paid a total of
$138,513 in 2001 and $77,900 in 2002 for those services. There were no other
non-audit fees billed by Deloitte for services rendered to the Manager, or
any entity controlling, controlled by or under common control with the
Manager that provides ongoing services to the Trust for the fiscal year ended
June 30, 2001 or 2002.
The Audit Committee of the Trust's Board of Trustees considered whether the
provision of these non-audit services is compatible with maintaining
Deloitte's independence with respect to the audit services it provides to the
Trust.
Representatives of Deloitte are not expected to be present at the Meeting but
will be available should any matter arise requiring their presence.
C. Additional Information Regarding Trustees.
The Trust's Trustees are paid a retainer plus a fixed fee for attending each
meeting and are reimbursed for expenses incurred in connection with attending
such meetings. Each Board II Fund for which they serve as a director or
trustee pays a share of those expenses.
The officers of the Trust are affiliated with the Manager and receive no
salary or fee from the Trust. The Trustees of the Trust received the
compensation shown below from the Trust with respect to the Trust's fiscal
year ended June 30, 2002. The compensation from all 42 of the Board II funds
(including the Trust) represents compensation received for serving as a
managing general partner, director or trustee and member of a committee (if
applicable) of the boards of those funds during the calendar year 2002. Mr.
Swain has reported that he sold a residential property to Mr. Freedman on
October 23, 2001 for $1.2 million. An independent appraisal of the property
supported the sale price. Additionally, during the past five years Mr. Swain
and Mr. Bowen sold or exercised options of Oppenheimer Acquisition Company
("OAC") (the Manager's parent holding company). During that period, Mr.
Swain sold 93,000 Class B shares to MassMutual for a cash payment of
$4,278,930 and surrendered for cancellation 263,423 options to MassMutual for
combined cash payments of $11,328,836. During the period, Mr. Bowen sold
11,420 Class B shares to MassMutual for a cash payment of $357,789 and
surrendered for cancellation 237,640 options to MassMutual for combined cash
payments of $1,978,140.
- -------------------------------------------------------------------------------
Name of Trustee or Nominee and Aggregate Compensation Total Compensation
From Trust and Fund
Other Trust Position(s) (as Complex Paid to
applicable) from Trust1 Trustee or Nominee*
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
James C. Swain $8,557 $177,996
Chairman of the Board of Trustees
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
William L. Armstrong $7,583 $92,076
Audit Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Robert G. Avis $7,640 $92,199
Review Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
George C. Bowen $7,301 $91,124
Audit Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Edward L. Cameron $7,288 $99,743
Audit Committee Chairman
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Jon S. Fossel $8,094 $94,590
Review Committee Chairman
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Sam Freedman $8,019 $92,199
Review Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Richard F. Grabish2 $679 $9,013
Review Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Beverly L. Hamilton3 $812 $113,6594
Review Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Robert J. Malone3 $8125 $58,326
Audit Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
F. William Marshall, Jr. $6,723 $138,1246
Review Committee Member
- -------------------------------------------------------------------------------
1. Aggregate Compensation from Trust includes fees and deferred
compensation, if any, for a Trustee.
2. Mr. Grabish serves only as a Trustee for the six Centennial Trusts.
3. Mrs. Hamilton and Mr. Malone were elected as Trustees, Directors or
Managing General Partners of the Board II Funds with the exception of
Oppenheimer Senior Floating Rate Fund for which they currently do not
serve as Trustees effective June 1, 2002. Compensation for Mrs. Hamilton
and Mr. Malone was paid by all the Board II Funds, with the exception of
Oppenheimer Senior Floating Rate (total of 41 Oppenheimer funds).
4. Includes $55,333 compensation (of which 100% was deferred under a
deferred compensation plan) paid to Mrs. Hamilton for serving as a trustee
by two open-end investment companies (MassMutual Institutional Funds and
MML Series Investment Fund) the investment adviser for which is the
indirect parent company of OppenheimerFunds, Inc. OppenheimerFunds, Inc.
also serves as the Sub-Advisor to the MassMutual International Equity
Fund, a series of MassMutual Institutional Funds.
5. Includes $812 deferred under Deferred Compensation Plan described below.
6. Includes $47,000 compensation paid to Mr. Marshall for serving as a
trustee by two open-end investment companies (MassMutual Institutional
Funds and MML Series Investment Fund) the investment adviser for which is
the indirect parent company of OppenheimerFunds, Inc. OppenheimerFunds,
Inc. also serves as the Sub-Advisor to the MassMutual International Equity
Fund, a series of MassMutual Institutional Funds.
* For purposes of this section only, "Fund Complex" includes the Oppenheimer
funds, MassMutual Institutional Funds and MML Series Investment Fund in
accordance with the instructions for Form N-1A. The Manager does not
consider MassMutual Institutional Funds and MML Series Investment Fund to be
part of the OppenheimerFunds "Fund Complex" as that term may be otherwise
interpreted.
The Board of Trustees has adopted a Deferred Compensation Plan for
Independent Trustees that enables Trustees to elect to defer receipt of all
or a portion of the annual fees they are entitled to receive from the Trust.
Under the plan, the compensation deferred by a Trustee is periodically
adjusted as though an equivalent amount had been invested in shares of one or
more funds selected by the Trustee. The amount paid to the Trustee under the
plan will be determined based upon the performance of the selected funds.
Deferral of Trustees' fees under the plan will not materially affect the
Trust's assets, liabilities or net income per share. The plan will not
obligate the Trust to retain the services of any Trustee or to pay any
particular amount of compensation to any Trustee.
D. Information regarding Officers.
Information is given below about the executive officers who are not
Trustees or nominees for Trustee of the Trust, including their business
experience during the past five years. Each officer holds the same offices
with one or more of the other funds in the OppenheimerFunds complex.
The address of the officers in the chart below is as follows: for
Messrs. Molleur, Murphy and Zack and Ms. Feld, 498 Seventh Avenue, New York,
NY 10018, for Messrs. Weiss, Masterson, Vottiero and Wixted and Mses. Wolf,
Bechtolt and Ives, 6803 South Tucson Way, Centennial, CO 80112-3924. Each
officer serves for an indefinite term or until his or her earlier retirement,
resignation, death or removal.
- ---------------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Years
Position(s) Held
with Trust,
Length of Time
Served,
Age
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John V. Murphy, Director (since November 2001) of the Manager; Chairman,
President and CEO Chief Executive Officer and director (since June 2001) and
since 2001 President (since September 2000) of OppenheimerFunds, Inc.;
Age: 53 President and a trustee or director of other Oppenheimer
funds; President and a director (since July 2001) of
Oppenheimer Acquisition Corp. and of Oppenheimer Partnership
Holdings, Inc.; a director (since November 2001) of
OppenheimerFunds Distributor, Inc.; Chairman and a director
(since July 2001) of Shareholder Services, Inc. and of
Shareholder Financial Services, Inc.; President and a
director (since July 2001) of OppenheimerFunds Legacy
Program (a charitable trust program established by
OppenheimerFunds, Inc.); a director of the following
investment advisory subsidiaries of OppenheimerFunds, Inc.:
OFI Institutional Asset Management, Inc. (since November
2001), HarbourView Asset Management Corporation and OFI
Private Investments, Inc. (since July 2002); President
(since November 1, 2001) and a director (since July 2001) of
Oppenheimer Real Asset Management, Inc.; a director (since
November 2001) of Trinity Investment Management Corp. and
Tremont Advisers, Inc. (investment advisory affiliates of
OppenheimerFunds, Inc.); Executive Vice President (since
February 1997) of Massachusetts Mutual Life Insurance
Company (OppenheimerFunds, Inc.'s parent company); a
director (since June 1995) of DLB Acquisition Corporation (a
holding company that owns shares of David L. Babson &
Company, Inc.); formerly Chief Operating Officer (September
2000-June 2001) of OppenheimerFunds, Inc.; President and
trustee (November 1999-November 2001) of MML Series
Investment Fund and MassMutual Institutional Funds (open-end
investment companies); a director (September 1999-August
2000) of C.M. Life Insurance Company; President, Chief
Executive Officer and director (September 1999-August 2000)
of MML Bay State Life Insurance Company; a director (June
1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings
Bank (wholly-owned subsidiary of Emerald Isle Bancorp). An
officer of 90 portfolios in the OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Carol E. Wolf, Senior Vice President (since June 2000) of OppenheimerFunds,
Vice President Inc.; an officer of 7 portfolios in the OppenheimerFunds
and Portfolio complex; formerly Vice President of OppenheimerFunds, Inc.
Manager since 1990 (June 1990 - June 2000).
Age: 51
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Barry D. Weiss, Vice President of OppenheimerFunds, Inc. (since July 2001);
Vice President an officer of 7 portfolios in the OppenheimerFunds complex;
and Portfolio formerly Assistant Vice President and Senior Credit Analyst
Manager since 2001 of OppenheimerFunds, Inc. (February 2000-June 2001). Prior
Age: 38 to joining the OppenheimerFunds, Inc. in February 2000, he
was Associate Director, Structured Finance, Fitch IBCA Inc.
(April 1998 - February 2000); News Director, Fitch Investors
Service (September 1996 - April 1998); and Senior Budget
Analyst, City of New York, Office of Management & Budget
(February 1990 - September 1996).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of
Treasurer since OppenheimerFunds, Inc.; Treasurer (since March 1999) of
1999 HarbourView Asset Management Corporation, Shareholder
Age: 43 Services, Inc., Oppenheimer Real Asset Management
Corporation, Shareholder Financial Services, Inc.,
Oppenheimer Partnership Holdings, Inc., OFI Private
Investments, Inc. (since March 2000), OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc
(since May 2000), offshore fund management subsidiaries of
OppenheimerFunds, Inc., and OFI Institutional Asset
Management, Inc. (since November 2000), an investment
advisory subsidiary of OppenheimerFunds, Inc.; Treasurer and
Chief Financial Officer (since May 2000) of Oppenheimer
Trust Company, a trust company subsidiary of
OppenheimerFunds, Inc.; Assistant Treasurer (since March
1999) of Oppenheimer Acquisition Corp. and OppenheimerFunds
Legacy Program (since April 2000); formerly Principal and
Chief Operating Officer (March 1995-March 1999), Bankers
Trust Company-Mutual Fund Services Division. An officer of
90 portfolios in the OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Connie Bechtolt, Assistant Vice President of OppenheimerFunds, Inc. (since
Assistant September 1998); formerly Manager/Fund Accounting (September
Treasurer since 1994-September 1998) of OppenheimerFunds, Inc. An officer of
2002 90 portfolios in the OppenheimerFunds complex.
Age: 39
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Philip Vottiero, Vice President/Fund Accounting of OppenheimerFunds, Inc.
Assistant (since March 2002); formerly Vice President/Corporate
Treasurer since Accounting of OppenheimerFunds, Inc. (July 1999-March 2002)
2002 prior to which he was Chief Financial Officer at Sovlink
Age: 39 Corporation (April 1996-June 1999). An officer of 90
portfolios in the OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert G. Zack, General Counsel (since November 2001) of the Manager; Senior
Vice President & Vice President (since May 1985) and General Counsel (since
Secretary since February 2002) of OppenheimerFunds, Inc.; General Counsel
2001 and a director (since November 2001) of OppenheimerFunds
Age: 54 Distributor, Inc.; Senior Vice President and General Counsel
(since November 2001) of HarbourView Asset Management
Corporation; Vice President and a director (since November
2000) of Oppenheimer Partnership Holdings, Inc.; Senior Vice
President, General Counsel and a director (since November
2001) of Shareholder Services, Inc., Shareholder Financial
Services, Inc., OFI Private Investments, Inc., Oppenheimer
Trust Company and OFI Institutional Asset Management, Inc.;
a director (since November 2001) of Oppenheimer Real Asset
Management, Inc.; Assistant Secretary and a director (since
November 2001) of OppenheimerFunds International Ltd.; Vice
President (since November 2001) of OppenheimerFunds Legacy
Program; Secretary (since November 2001) of Oppenheimer
Acquisition Corp.; formerly Acting General Counsel (November
2001-February 2002) and Associate General Counsel (May
1981-October 2001) of OppenheimerFunds, Inc.; Assistant
Secretary of Shareholder Services, Inc. (May 1985-November
2001), Shareholder Financial Services, Inc. (November
1989-November 2001); OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (October 1997-November
2001). An officer of 90 portfolios in the OppenheimerFunds
complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Katherine P. Director, Vice President and Assistant Secretary (since June
Feld, 1999) of the Manager; Vice President and Senior Counsel
Assistant (since July 1999) of OppenheimerFunds, Inc.; Vice President
Secretary since (since June 1990) of OppenheimerFunds Distributor, Inc.;
2001 Vice President (since 1997) of Oppenheimer Real Asset
Age: 44 Management, Inc.; formerly Vice President and Associate
Counsel of OppenheimerFunds, Inc. (June 1990-July 1999). An
officer of 90 portfolios in the OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen T. Ives, Vice President and Assistant Counsel (since June 1998) of
Assistant OppenheimerFunds, Inc.; Vice President (since 1999) of
Secretary since OppenheimerFunds Distributor, Inc.; Vice President and
2001 Assistant Secretary (since 1999) of Shareholder Services,
Age: 37 Inc.; Assistant Secretary (since December 2001) of
OppenheimerFunds Legacy Program and Shareholder Financial
Services, Inc.; formerly Assistant Vice President and
Assistant Counsel of OppenheimerFunds, Inc. (August
1997-June 1998); Assistant Counsel of OppenheimerFunds, Inc.
(August 1994-August 1997). An officer of 90 portfolios in
the OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Philip T. Vice President and Assistant Counsel of OppenheimerFunds,
Masterson, Inc. (since July 1998); formerly, an associate with Davis,
Assistant Graham, & Stubbs LLP (January 1997-June 1998). An officer of
Secretary since 90 portfolios in the OppenheimerFunds complex.
2002
Age: 39
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Denis R. Molleur, Vice President and Senior Counsel of the OppenheimerFunds,
Assistant Inc.; (since July 1999); formerly a Vice President and
Secretary since Associate Counsel of OppenheimerFunds, Inc. (September
2001 1995-July 1999). An officer of 83 portfolios in the
Age: 45 OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
All officers serve at the pleasure of the Board. As of May 23, 2003, the
Trustees, nominees for Trustee and officers, individually and as a group,
beneficially owned less than 1% of the outstanding shares of the Trust. The
foregoing statement does not reflect ownership of shares of the Trust held of
record by an employee benefit plan for employees of the Manager, other than
the shares beneficially owned under the plan by the officers of the Trust
listed above. In addition, each Independent Trustee, and his or her family
members, do not own securities of either the Manager or OppenheimerFunds
Distributor, Inc. (the "Distributor" of the Board II Funds) or any person
directly or indirectly controlling, controlled by or under common control
with the Manager or Distributor.
THE BOARD OF TRUSTEES, INCLUDINGA MAJORITY OF
THE INDEPENDENT TRUSTEES, RECOMMENDS
A VOTE FOR THE ELECTION OF EACH NOMINEE AS TRUSTEE
PROPOSAL 2: APPROVAL OF CHANGES TO TWO FUNDAMENTAL POLICIES OF THE TRUST
The Trust is subject to certain investment restrictions which govern the
Trust's investment activities. Under the Investment Company Act, certain of
those investment restrictions are required to be "fundamental," which means
that they can only be changed by a shareholder vote. An investment company
may designate additional restrictions that are fundamental, and it may also
adopt "non-fundamental" restrictions, which may be changed by the Trustees
without shareholder approval. The Trust has adopted certain fundamental
investment restrictions that are set forth in its prospectus or Statement of
Additional Information. Policies that the Trust has not specifically
designated as being fundamental are considered to be "non-fundamental" and
may be changed by the Trustees without shareholder approval.
The Trustees recommend that shareholders approve minor amendments to two of
the Trust's fundamental policies to clarify their application. The purpose
of these amendments is to provide the Trust with the maximum flexibility
permitted by law to pursue its investment objectives and policies. The
proposed policies satisfy current federal regulatory requirements and are
written to provide flexibility to respond to future legal, regulatory, market
or technical changes.
The proposed changes will not affect the Trust's investment objective.
Additionally, the Board does not anticipate that the proposed changes will
materially affect the manner in which the Trust is managed. If the Board
determines in the future to change materially the manner in which the Trust
is managed, the prospectus will be amended.
The recommended changes are specified below. Shareholders are requested to
vote on each sub-proposal separately. If approved, the effective date of
these sub-proposals may be delayed until the Trust's updated Prospectus
and/or Statement of Additional Information can reflect the changes. If a
sub-proposal is not approved, the fundamental investment restriction covered
by that sub-proposal will remain unchanged.
A. Investing in Debt Securities having a maturity greater than the time
limitation provided in Rule 2a-7.
The Trust currently has a fundamental investment restriction that prohibits
it from investing in any debt security that has a maturity in excess of the
time limitation provided for in Rule 2a-7 of the Investment Company Act (that
limitation is currently 397 days).
The Trustees are recommending a minor modification that would clarify the
application of this investment restriction. As it is currently drafted the
policy could have the unintended effect of implying that the Trust could
purchase a debt security that had a maturity in excess of the time limitation
in Rule 2a-7 only if that debt security had a demand feature which did not
exceed the time limitation in Rule 2a-7. What was intended by the investment
restriction was to permit the Trust to have the maximum flexibility under
federal regulations so that the Trust could purchase a debt security with a
maturity in excess of the maturity limitation in Rule 2a-7 if it was
purchased subject to a repurchase agreement, or called for redemption or
subject to a demand feature any of which would make the security due and
payable within the time frame provided for in Rule 2a-7. A minor drafting
change has been made in the proposed policy to clarify that point. The
current and proposed policies are as follows:
- --------------------------------------------------------------------------------
Current
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Trust cannot invest in any debt instrument having a maturity in excess of
the time period provided for in Rule 2a-7 of the Investment Company Act, or
any other applicable rule, or in the case of a debt instrument subject to a
repurchase agreement or called for redemption, unless purchased subject to a
demand feature which may not exceed the time period provided for in Rule 2a-7.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Trust cannot invest in any debt instrument having a remaining maturity in
excess of the maturity limitation in Rule 2a-7 of the Investment Company Act,
as it may be amended from time to time, or any other applicable rule, unless
it is a debt instrument that is (1) subject to a repurchase agreement, (2)
called for redemption, or (3) purchased subject to a demand feature such that
the security is due and payable within the remaining maturity limitation in
Rule 2a-7.
- --------------------------------------------------------------------------------
Because the policy as currently drafted has always been interpreted and
applied in the manner set forth in the proposed policy, this change will have
no impact on the management of the Trust nor will it increase the overall
risk to the Trust.
B. The Trust's concentration policy.
The Trust has a fundamental investment policy that prohibits the Trust from
concentrating its investments in a particular industry. That policy prohibits
the Trust from investing 25% or more of its total assets in any industry (and
is referred to as the "concentration policy").
At a shareholder meeting on December 15, 2000, shareholders approved an
amendment to the concentration policy of the Trust. That amendment was meant
to clarify that the limitation applied to "25% or more" rather than "more
than 25%" of the Trust's assets. That was the only change that we asked
shareholders to approve. However, through an inadvertent drafting error, an
additional change was made to the concentration policy of the Trust. The
policy that existed prior to the shareholder meeting in 2000 excluded
investments in obligations issued by banks from the concentration
limitation. In drafting the policy for inclusion in the 2000 proxy
statement, the reference to the exclusion of banks from the concentration
limitation was inadvertently deleted.
The Trust generally invests a significant amount of its assets in obligations
issued by banks. Accordingly, it is important for the Trust to retain the
ability to invest 25% or more of its assets in bank obligations. Because the
Trust's investment policies on concentration have always been interpreted in
the manner set forth in the proposed policy, this change will have no impact
on the management of the Trust. We believe that the investment policy should
be clarified to state expressly that investments in banks as a group are not
subject to the concentration limitation. As a money market fund subject to
Rule 2a-7, the Trust can only invest in high-quality securities, and those
restrictions apply to any bank obligations the Trust buys. Additionally, the
Trust has strict limitations on the amount of its assets that can be invested
in obligations of any single bank under applicable issuer diversification
requirements.
Therefore, the Board recommends that the policy be amended to state expressly
that banks are not subject to the limitation in the Trust's concentration
policy. The Board also recommends removing the reference to "municipal
securities" in the current policy, since it is not necessary for this Trust.
The current and the proposed investment policies are listed below.
- --------------------------------------------------------------------------------
Current
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Trust cannot invest 25% or more of its total assets in any one industry;
however, for the purposes of this restriction, municipal securities and U.S.
government obligations are not considered to be part of any single industry.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Trust cannot concentrate investments in any particular industry. Therefore
the Trust will not purchase the securities of issuers in any one industry if
as a result of that purchase 25% or more of the value of the Trust's total
assets would consist of securities of issuers in that industry. The Trust's
investments in U.S. government securities and bank obligations located in the
United States (other than obligations of foreign branches of domestic banks
and obligations issued or guaranteed by foreign banks) are not subject to this
limitation.
- --------------------------------------------------------------------------------
Because the policy as currently drafted has always been interpreted and
applied in the manner set forth in the proposed policy, this change will have
no impact on the management of the Trust nor will it increase the overall
risk to the Trust.
THE BOARD OF TRUSTEES, INCLUDING A MAJORITY OF
THE INDEPENDENT TRUSTEES RECOMMENDS THAT
YOU APPROVE EACH SUB- PROPOSAL DESCRIBED ABOVE.
PROPOSAL 3 APPROVAL OF PROPOSED INVESTMENT ADVISORY AGREEMENT TO ELIMINATE AN
EXPENSE LIMITATION
The Trust has an Investment Advisory Agreement dated October 22, 1990 with
the Manager (the "Current Agreement") which was approved by shareholders of
the Trust at that time and which was subsequently amended on November 21,
1997. That agreement was last approved by the Board of Trustees during the
annual renewal consideration in December 2002. At a meeting of the Trust's
Board of Trustees held on April 28, 2003, the Board of Trustees, including a
majority of the Trustees who are not "interested persons" (as defined in the
Investment Company Act) of the Trust or the Manager, and who have no direct
or indirect financial interest in the operations of the Current Agreement or
in any related Agreements, (i) approved the terms of a new Investment
Advisory Agreement (the "Proposed Agreement") between the Trust and the
Manager and (ii) determined to recommend the Proposed Agreement for approval
by the shareholders.
The Proposed Agreement is contained in Exhibit A to this Proxy Statement. If
approved by shareholders at the Meeting, the Proposed Agreement will be
effective on the following business day and continue in effect until December
31, 2003, and thereafter from year to year unless terminated, but only so
long as such continuance is approved in accordance with the Investment
Company Act.
The Proposed Agreement differs from the Current Agreement in that the Current
Agreement contains a contractual undertaking by the Manager to limit fund
expenses. Under the Current Agreement, the Manager guarantees that the total
expenses of the Trust in any calendar year, exclusive of taxes, interest and
brokerage fees and extraordinary expense such as litigation costs, shall not
exceed the lesser of (a) 1.5% of the average annual net assets of the Fund up
to $30 million and 1% of its average annual net assets in excess of $30
million, or (b) 25% of the total annual investment income of the Trust. There
is no similar provision in the Proposed Agreement.
That expense limitation was adopted as a requirement of an individual state
securities commission which required all money market funds established
before a particular date to adopt that limitation. If the Trust had not
adopted that expense limitation, then it would not have been permitted to
sell shares to residents of that state.
In 1996, the National Securities Markets Improvement Act of 1996 ("NSMIA")
was adopted.
Among other things, NSMIA restricted the rights of individual states to
impose additional restrictions on mutual funds in order for those funds to be
permitted to be sold in that state. Restrictions imposed by the states, such
as the expense limitation imposed on money market funds, were preempted by
NSMIA. However, in this case since an individual state had mandated that the
expense limitation for the Trust be contractual, this limitation cannot be
removed unless it is approved by a vote of the shareholders of the Trust.
This expense limitation had not been triggered for the Trust until
approximately March 2002 when the expenses of the Trust began to exceed 25%
of the total annual investment income of the Trust. This was not due to any
increase in the expenses of the Trust. Rather it was due to a dramatic
decrease in the investment income of the Trust which was caused by
unprecedented decreases in interest rates.
The impact of geopolitical events along with the sluggish global and domestic
economic environment, combined to produce conditions not witnessed before.
The Federal Open Markets Committee ("FMOC") has been aggressive in trying to
jump start the economy by cutting rates. Since January of 2001, the FOMC has
cut the Federal Funds Rate (the rate at which banks can borrow money)
approximately 12 times. This has resulted in interest rates being at or near
historic lows. The Federal Funds Rate is currently 1.25%. This is the
lowest that the Federal Funds Rate has been since 1961.
As a result the investment income of the Trust has dramatically decreased
over the past two years. Under the Current Agreement, the Manager has been
required to reimburse the Trust for any expenses that have exceeded 25% of
the total annual investment income of the Trust. Since certain Trust
expenses could not be reduced, the Manager has been forced to dramatically
reduce the management fee to which it would otherwise be entitled (without
the expense limitation) for providing the Trust with investment advisory and
related services. The Manager has not reduced the services it provides to
the Trust, nor have the Manager's costs of providing those services
decreased. Rather, the Manager has simply been waiving a part of the
management fee to which it would otherwise have been entitled (without the
expense limitation) due solely due to the expense limitation imposed by an
individual state years ago and the unprecedented interest rate environment.
As a result of the dramatic reductions in interest rates over the past two
years, the Manager requested the Board to propose the elimination of the
expense limitation at this time. The impact on future Trust expense levels by
removing this limitation is dependent upon future interest rates of debt
securities in which the Trust invests, which cannot be predicted. However,
based on the current reductions in the management fee rates, assuming no
further reductions in interest rates or reduction in Trust expenses, the
Manager would be waiving approximately $76 million of its fees on an
annualized basis.
If the Proposed Agreement is approved, the Manager will voluntarily undertake
that it will pay all Trust expenses (exclusive of non-recurring and
extraordinary or exceptional costs and expenses) if and to the extent
necessary for the Trust to maintain a stable net asset value of $1.00 per
share. The Manager would reserve the right to amend or terminate that
voluntary expense assumption at any time without prior notice to shareholders.
The management fee rate under the Current and Proposed Agreements are the
same. The management fee payable monthly to the Manager is computed on the
net assets of the Trust as of the close of business each day at the annual
rate of 0.50% of the first $250 million of 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 aggregate net assets in excess
of $2 billion. The Manager and its parent company also acts as investment
adviser to other money market funds that have similar or comparable
investment objectives. A list of those funds and the net assets and advisory
fee rates paid by those funds is contained in Exhibit B to this Proxy
Statement.
During the fiscal year ended June 30, 2002, the Trust paid the Manager a fee
of $68,988.509 under the Current Agreement. Without the expense limitation
the Trust would have paid the Manager a fee of $76,393,970 for the same time
period. The expense limitation therefore had the effect of reducing the
management fee paid to the Manager by the Trust during the fiscal year ended
June 30, 2002 by $7,405,461 (a reduction of approximately 10.7%). The
expense limit began to have effect in March 2002, and has resulted in
substantial reductions in the Manager's fees below the normal management fee
rates under the Current Agreement. In fact, for the 12-month period ended
March 31, 2003, the Manager waived approximately $48,127,371 of its
management fee which but for the expense limit would have been $75,400,249 (a
reduction of approximately 176.5%).
Additionally, the Manager does not retain all of the management fees it
receives for managing the Trust, but uses a substantial portion of them to
support the distribution of Trust shares and servicing shareholder accounts,
under a supplemental distribution assistance agreement. Because the amount
of management fees the Manager receives from the Trust is being reduced under
the expense limitation described above, the Manager is also reducing the
supplemental distribution assistance payments it makes to eligible
broker-dealers. For example, during the 12 months ended March 31, 2003 the
Manager reduced supplemental distribution assistance payments by
approximately $36 million. If the Proposed Agreement is approved by
shareholders, the Manager would no longer reduce the amount it pays from its
resources for supplemental distribution assistance payments.
The Proposed Agreement and the Current Agreement (hereinafter jointly
referred to as the "Agreements") are the same other than the change in the
expense limitation described above (other than updating the dates and
signatories). The Agreements require the Manager, at its expense, to provide
the Trust with adequate office space, facilities and equipment as well as to
provide, and supervise the activities of all administrative and clerical
personnel required to provide effective administration for the Trust,
including the compilation and maintenance of records with respect to its
operations, the preparation and filing of specified reports, and composition
of proxy materials and registration statements for continuous public sale of
shares of the Trust. Expenses not expressly assumed by the Manager under the
Agreements or by the distributor of the Trust's shares are paid by the
Trust. The Agreements list examples of expenses paid by the Trust, the major
categories of which relate to interest, taxes, brokerage commissions, fees to
certain Trustees, legal and audit expenses, custodian and transfer agent
expenses, share certificate issuance costs, certain printing and registration
costs, and extraordinary non-recurring expenses, including litigation.
The Agreements provide that in the absence of willful misfeasance, bad faith
or gross negligence in the performance of its duties or reckless disregard of
its obligations under the Agreements, the Manager is not liable for any loss
sustained by reason of any investment, or the purchase, sale or retention of
any security. The Agreements permit the Manager to act as investment adviser
for any other person, firm or corporation.
Brokerage. Most purchases made by the Trust are principal transactions at net
prices, so the Trust incurs little or no brokerage costs. The Trust deals
directly with the selling or purchasing principal or market maker without
incurring charges for the services of a broker on its behalf unless the
Manager determines that a better price or execution may be obtained by using
the services of a broker. Purchases of portfolio securities from
underwriters include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers include a spread between the bid and
asked prices.
The Trust seeks to obtain prompt execution of orders at the most favorable
net price. If dealers are used for portfolio transactions, transactions may
be directed to dealers for their execution and research services. The
research services provided by a particular broker may be useful only to one
or more of the advisory accounts of the Manager and its affiliates.
Investment research received for the commissions of those other accounts may
be useful both to the Trust and one or more of such other accounts.
Investment research services may be supplied to the Manager by a third party
at the instance of a broker through which trades are placed. It may include
information and analyses on particular companies and industries as well as
market or economic trends and portfolio strategy, receipt of market
quotations for portfolio evaluations, information systems, computer hardware
and similar products and services. If a research service also assists the
Manager in a non-research capacity (such as bookkeeping or other
administrative functions), then only the percentage or component that
provides assistance to the Manager in the investment decision-making process
may be paid in commission dollars. The research services provided by brokers
broaden the scope and supplement the research activities of the Manager. That
research provides additional views and comparisons for consideration, and
helps the Manager obtain market information for the valuation of securities
held in the Trust's portfolio or being considered for purchase.
Subject to applicable rules covering the Manager's activities in this area,
sales of shares of the Trust and/or the other investment companies managed by
the Manager or distributed by the Distributor may also be considered as a
factor in the direction of transactions to dealers. That must be done in
conformity with the price, execution and other considerations and practices
discussed above. Those other investment companies may also give similar
consideration relating to the sale of the Trust's shares. No portfolio
transactions are handled by any securities dealer affiliated with the Manager.
Fees and Expenses of the Trust. The Trust pays a variety of expenses
directly for investment management, 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 numbers below are based upon the Trust's expenses during its
fiscal year ended June 30, 2002 and for the 12-month period ended March 31,
2003 (i) under the Current Agreement, and (ii) on a pro forma basis, assuming
that the Proposed Agreement had been in effect during that period.
Annual Trust Operating Expenses (deducted from Trust assets):
(% of average daily net assets)
---------------------------------------------------------------------
For the Fiscal Year ended For the 12-month period
June 30, 2002 ended March 31, 2003
---------------------------------------------------------------------
---------------------------------------------------------------------
Under the Pro Forma Under the Pro Forma
Current Under the Current Under the
Agreement Proposed Agreement Proposed
Agreement Agreement
---------------------------------------------------------------------
---------------------------------------------------------------------
Management Fees 0.30% 0.33% 0.12% 0.33%
---------------------------------------------------------------------
---------------------------------------------------------------------
Distribution 0.20% 0.20% 0.20% 0.20%
(12b-1) Fees
---------------------------------------------------------------------
---------------------------------------------------------------------
Other Expenses 0.16% 0.16% 0.13% 0.13%
---------------------------------------------------------------------
---------------------------------------------------------------------
Total Annual 0.66% 0.69% 0.45% 0.66%
Operating
Expenses
---------------------------------------------------------------------
"Other expenses" in the table include transfer agent fees, custodial fees,
and accounting and legal expenses the Trust pays. The Trust's transfer agent
has voluntarily agreed to limit transfer and shareholder servicing fees to
0.35% per annum, effective October 1, 2001. That undertaking is not related
to or affected by this proposal and may be amended or withdrawn at any time.
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 then redeem all of your shares at the end of those periods.
The example also assumes that your investment has a 5% return each year and
that the Trust's operating expenses remain the same as during the Trust's
fiscal year ended June 30, 2002 and for the 12-month period ended March 31,
2003. 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:
Current Agreement as of June 30, 2002
--------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------
--------------------------------------------------------------------------
$67 $211 $368 $822
--------------------------------------------------------------------------
Proposed Agreement as of June 30, 2002
--------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------
--------------------------------------------------------------------------
$70 $221 $384 $859
--------------------------------------------------------------------------
Current Agreement as of March 31, 2003
--------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------
--------------------------------------------------------------------------
$46 $144 $ 252 $567
--------------------------------------------------------------------------
Proposed Agreement as of March 31, 2003
--------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------
--------------------------------------------------------------------------
$67 $211 $368 $822
--------------------------------------------------------------------------
The expense limitation is also artificially increasing the yield of the
Trust. If the proposed agreement is approved, the yield of the Trust would
decrease. For example, the Trust's 7-day yield as of March 31, 2003 under
the Current Agreement was 1.01%. Under the Proposed Agreement (without the
expense limitation) the Trust's 7-day yield as of March 31, 2003 would have
been 0.69%.
Considerations by the Board of Trustees. In connection with the approval of
the Proposed Agreement on April 28, 2003 and the annual review and renewal of
the Current Agreement, most recently conducted by the Board on December 16,
2002, the Manager provided extensive information to the Independent
Trustees. The Independent Trustees were provided with data as to the
qualifications of the Manager's personnel, the quality and extent of the
services rendered and its commitment to its mutual fund advisory business.
The Independent Trustees were advised that due to changes in regulatory
requirements since the Trust was established, it was no longer necessary to
include a contractual expense limitation in the Trust's investment advisory
agreement. After reviewing this and other information, Board of Trustees,
including a majority of the Independent Trustees, concluded that the expense
limitation in the Current Agreement is not reasonable in the current interest
rate environment, and that it is not appropriate to include the expense
limitation as a contractual provision in the Trust's investment advisory
contract.
Analysis of Nature, Quality and Extent of Services. In determining whether
to approve the Proposed Agreement and to recommend its approval by the
Trust's shareholders, the Independent Trustees particularly considered: (1)
the effect of the proposed investment management fee on investment
performance and the expense ratio of the Trust; (2) the investment
performance record of the Manager in managing the Trust, and the investment
record of other investment companies for which it acts as investment adviser
and (3) data as to investment performance, advisory fees and expense ratios
of other investment companies not advised by the Manager but believed to be
in the same overall investment and size category as the Trust. The
Independent Trustees also considered the following factors, among others: (1)
the necessity of the Manager maintaining and enhancing its ability to retain
and attract capable personnel to serve the Trust; (2) the Manager's overall
profitability; (3) possible economies of scale; (4) other benefits to the
Manager from serving as investment manager to the Trust, as well as benefits
to its affiliates acting as principal underwriter and an affiliated company
acting as transfer agent to the Trust; (5) current and developing conditions
in the financial services industry; and (6) the financial resources of the
Manager and the desirability of appropriate incentives to assure that the
Manager will continue to furnish high quality services to the Trust.
Analysis of Profitability of the Manager. The Independent Trustees were
advised that the Manager does not maintain its financial records on a
fund-by-fund basis. However, the Manager does provide the Independent
Trustees on an annual basis with its allocation of income and expenses on a
fund-by-fund basis. The Independent Trustees considered information provided
by the Manager regarding its profitability and also considered comparative
information relating to the profitability of other mutual fund investment
managers.
Determination by the Board of Trustees. After completion of its review, the
Board of Trustees, including a majority of the Independent Trustees, approved
the Proposed Agreement. In approving the Proposed Agreement, the Board did
not single out any one factor or group of factors as being more important
than other factors, but considered all factors together. The Board judged the
terms and conditions of the Proposed Agreement in light of all of the
surrounding circumstances.
THE BOARD OF TRUSTEES, INCLUDING A MAJORITY OF THE INDEPENDENT TRUSTEES,
RECOMMENDS A VOTE IN FAVOR OF APPROVING THE
PROPOSED INVESTMENT ADVISORY AGREEMENT
INFORMATION ABOUT THE TRUST
Trust Information. As of May 23, 2003, the Trust had 22,928,079,599.206
shares outstanding. Each share has voting rights as stated in this Proxy
Statement and is entitled to one vote for each share (and a fractional vote
for a fractional share).
Beneficial Owners. As of May 23, 2003, the only person who owned of record
or was known by the Fund to own beneficially 5% or more of any class of the
Trust's shares was A.G. Edwards & Sons, Inc. ("Edwards"), 1 North Jefferson
Avenue, St. Louis, Missouri 63103, which owned 22,712,498,925.250 shares of
the Trust, or 99.06% of the outstanding total outstanding shares for the
benefit of its customers, none of whom individually owned more than 5% of the
outstanding shares.
The Manager, the Distributor, the Sub-Distributor and the Transfer Agent.
Subject to the authority of the Board of Trustees, the Manager is responsible
for the day-to-day management of the Trust's business, pursuant to its
investment advisory agreement with the Trust. The Manager also acts as the
general distributor (the "Distributor") of the Trust's shares. During the
fiscal year ended June 30, 2002, the Distributor and Sub-Distributor received
no compensation directly from the Trust for their services. OppenheimerFunds
Distributor, Inc. acts as the sub-Distributor of the Trust's shares.
Shareholder Services, Inc., a subsidiary of OppenheimerFunds, Inc., located
at 6803 South Tucson Way, Centennial, CO 80112, serves as the transfer and
shareholder servicing agent (the "Transfer Agent") for the Trust for which it
was paid $30,119,218 by the Trust during the fiscal year ended June 30,
2002. All services provided by these entities will continue to be provided
as before.
The Manager (including its parent company and affiliated companies under
control of the parent) currently manages investment companies, including the
Oppenheimer funds, with assets of more than $120 billion as of March 31,
2003, including more than 65 funds having more than 6.3 million shareholder
accounts.. The Manager is a wholly-owned subsidiary of OppenheimerFunds, Inc.
which is a wholly-owned subsidiary of Oppenheimer Acquisition Corp. ("OAC"),
a holding company controlled by Massachusetts Mutual Life Insurance Company
("MassMutual").
The Manager, OppenheimerFunds, Inc., the Distributor, the sub-Distributor and
OAC are located 498 Seventh Avenue, New York, New York 10018. MassMutual is
located at 1295 State Street, Springfield, Massachusetts 01111. OAC acquired
the Manager on October 22, 1990. As indicated below, the common stock of OAC
is owned by (i) certain officers and/or directors of the Manager, (ii)
MassMutual and (iii) another investor. No institution or person holds 5% or
more of OAC's outstanding common stock except MassMutual. MassMutual has
engaged in the life insurance business since 1851.
At February 28, 2003, MassMutual held (i) all of the 21,600,000 shares of
Class A voting stock, (ii) 12,642,025 shares of Class B voting stock, and
(iii) 21,178,801 shares of Class C non voting stock. This collectively
represented 96.116% of the outstanding common stock and 97.065% of the voting
power of OAC as of that date. Certain officers and/or directors of the
Manager held (i) 663,481 shares of the Class B voting stock, representing
..0115% of the outstanding common stock and .0188% of the voting power, (ii)
297,684 shares of Class C non voting stock, and (iii) options acquired
without cash payment which, when they become exercisable, allow the holders
to purchase up to 8.3 million shares of Class C non voting stock. That group
includes persons who serve as officers of the Fund.
Holders of OAC Class B and Class C common stock may put (sell) their shares
and vested options to OAC or MassMutual at a formula price (based on, among
other things, the revenue, income, working capital, and excess cash of the
Manager). MassMutual may exercise call (purchase) options on all outstanding
shares of both such classes of common stock and vested options at the same
formula price.
The names and principal occupations of the executive officers and directors
of the Manager are as follows: James H. Ruff, President and a director; John
Murphy, a director; Robert G. Zack, General Counsel; Katherine P. Feld, Vice
President, Assistant Secretary and a director and Ray Olson, Treasurer.
These officers are located at one of the two offices of the Manager: 498
Seventh Avenue, New York, NY 10018; or 6803 South Tucson Way, Centennial, CO
80112.
Custodian. Citibank, N.A., 399 Park Avenue, New York, NY 10043, acts as
custodian of the Trust's securities and other assets.
Reports to Shareholders and Financial Statements. The Annual Report to
Shareholders of the Trust, including financial statements of the Trust for
the fiscal year ended June 30, 2002, has previously been sent to
shareholders. The Semi-Annual Report to Shareholders of the Trust as of
December 31, 2002 also has previously been sent to shareholders. Upon
request, shareholders may obtain without charge a copy of the Annual Report
and Semi-Annual Report by writing the Trust at the address above or calling
the Trust at 1.800.456.1699.
To avoid sending duplicate copies of materials to households, the Trust mails
only one copy of each prospectus and annual and semi-annual report to
shareholders having the same last name and address on the Trust's records.
The consolidation of these mailings, called householding, benefits the Trust
through reduced mailing expenses.
If you want to receive multiple copies of these materials or request
householding in the future, you may call the Transfer Agent at
1.800.456.1699. You may also notify the Transfer Agent in writing.
Individual copies of prospectuses and reports will be sent to you within 30
days after the Transfer Agent receives your request to stop householding.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. The cost of preparing, printing and mailing the
proxy ballot, notice of meeting, and this Proxy Statement and all other costs
incurred with the solicitation of proxies, including any additional
solicitation by letter, telephone or otherwise, will be paid by the Manager.
In addition to solicitations by mail, officers of the Trust or officers and
employees of the Transfer Agent, without extra compensation, may conduct
additional solicitations personally or by telephone.
Proxies also may be solicited by a proxy solicitation firm hired to assist in
the solicitation of proxies. Currently, if the Trust determines to retain
the services of a proxy solicitation firm, the Trust anticipates retaining
Alamo Direct Mail Services, Inc. Any proxy solicitation firm engaged by the
Trust, among other things, will be: (i) required to maintain the
confidentiality of all shareholder information; (ii) prohibited from selling
or otherwise disclosing shareholder information to any third party; and (iii)
required to comply with applicable telemarketing laws.
If the Trust does engage a proxy solicitation firm, as the Meeting date
approaches, certain shareholders may receive telephone calls from a
representative of the solicitation firm if their vote has not yet been
received. Authorization to permit the solicitation firm to execute proxies
may be obtained by telephonic instructions from shareholders of the Trust.
Proxies that are obtained telephonically will be recorded in accordance with
the procedures set forth below. These procedures have been designed to
reasonably ensure that the identity of the shareholder providing voting
instructions is accurately determined and that the voting instructions of the
shareholder are accurately recorded.
In all cases where a telephonic proxy is solicited, the solicitation firm
representative is required to ask for each shareholder's full name, address,
the last four digits of the shareholder's social security or employer
identification number, title (if the shareholder is authorized to act on
behalf of an entity, such as a corporation) and to confirm that the
shareholder has received the Proxy Statement and ballot in the mail. If the
information solicited agrees with the information provided to the
solicitation firm, the solicitation firm representative has the
responsibility to explain the process, read the proposals listed on the proxy
ballot, and ask for the shareholder's instructions on such proposals. The
solicitation firm representative, although he or she is permitted to answer
questions about the process, is not permitted to recommend to the shareholder
how to vote. The solicitation firm representative may read any
recommendation set forth in the Proxy Statement. The solicitation firm
representative will record the shareholder's instructions. Within 72 hours,
the shareholder will be sent a confirmation of his or her vote asking the
shareholder to call the solicitation firm immediately if his or her
instructions are not correctly reflected in the confirmation.
It is anticipated the cost of engaging a proxy solicitation firm would not
exceed $90,000 plus the additional out-of-pocket costs, that may be
----
substantial, incurred in connection with contacting those shareholders that
have not voted. Brokers, banks and other fiduciaries may be required to
forward soliciting material to their principals and to obtain authorization
for the execution of proxies. For those services, they will be reimbursed by
the Manager for their expenses.
If the shareholder wishes to participate in the Meeting, but does not wish to
give his or her proxy telephonically, the shareholder may still submit the
proxy ballot originally sent with the Proxy Statement in the postage paid
envelope provided or attend in person. Should shareholders require
additional information regarding the proxy ballot or a replacement proxy
ballot, they may contact us toll-free at 1.800.456.1699. Any proxy given by
a shareholder, whether in writing or by telephone, is revocable as described
below under the paragraph entitled "Revoking a Proxy."
Please take a few moments to complete your proxy ballot promptly. You may
provide your completed proxy ballot via facsimile, telephonically or by
mailing the proxy ballot in the postage paid envelope provided. You also may
cast your vote by attending the Meeting in person if you are a record owner.
Telephone Voting. The Trust has arranged to have votes recorded by
telephone. Shareholders must enter a unique control number found on their
respective proxy ballots before providing voting instructions by telephone.
After a shareholder provides his or her voting instructions, those
instructions are read back to the shareholder and the shareholder must
confirm his or her voting instructions before disconnecting the telephone
call. The voting procedures used in connection with telephone voting are
designed to reasonably authenticate the identity of shareholders, to permit
shareholders to authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been properly
recorded.
Voting By Broker-Dealers. Shares owned of record by a broker-dealer for the
benefit of its customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted by applicable
stock exchange rules) vote, as record holder of such shares, for the election
of Trustees and on the Proposals in the same proportion as that broker-dealer
votes street account shares for which it has received voting instructions in
time to be voted. Beneficial owners of street account shares cannot vote in
person at the meeting. Only record owners may vote in person at the
meeting.
A "broker non-vote" is deemed to exist when a proxy received from a broker
indicates that the broker does not have discretionary authority to vote the
shares on that matter. Abstentions and broker non-votes will have the same
effect as a vote against the proposal.
Quorum. The presence in person or by proxy of the holders of record of more
than one-third of the shares outstanding and entitled to vote constitutes a
quorum at the Meeting. Shares over which broker-dealers have discretionary
voting power, shares that represent broker non-votes and shares whose proxies
reflect an abstention on any item are all counted as shares present and
entitled to vote for purposes of determining whether the required quorum of
shares exists.
Required Vote. The persons nominated as Trustee must receive a plurality of
the votes cast, which means that the eleven nominees receiving the highest
number of affirmative votes cast at the meeting will be elected. Approval
of Proposals 2 and 3 requires the affirmative vote of a majority of the
outstanding voting securities of the Trust. As defined in the Investment
Company Act, the vote of a majority of the outstanding shares means the vote
of (1) 67% or more of the Trust's outstanding shares present at a meeting, if
the holders of more than 50% of the outstanding shares of the Trust are
present or represented by proxy; or (2) more than 50% of the Trust's
outstanding shares, whichever is less.
How are votes counted? The individuals named as proxies on the proxy ballots
(or their substitutes) will vote according to your directions if your proxy
ballot is received and properly executed, or in accordance with the
instructions you provide if you vote by telephone. You may direct the proxy
holders to vote or not vote your shares on the election of trustees by
checking the appropriate box "FOR" or "WITHHOLD AUTHORITY" by each nominees
name, or on Proposals 2 and 3 by checking the appropriate box "FOR" or
"AGAINST," or instruct them not to vote those shares on the proposal by
checking the "ABSTAIN" box. Alternatively, you may simply sign, date and
return your proxy ballot with no specific instructions as to the proposals.
If you properly execute and return a proxy ballot but fail to indicate how
the votes should be cast, the proxy ballot will be voted in favor of the
election of each of the nominees named in this Proxy Statement for Trustee
and in favor of each Proposal.
Shares of the Trust may be held by certain institutional investors for the
benefit of their clients. If the institutional investor does not timely
receive voting instructions from its clients with respect to such Shares, the
institutional investor may be authorized to vote such Shares, as well as
Shares the institutional investor itself owns, in the same proportion as
Shares for which voting instructions from clients are timely received.
Revoking a Proxy. You may revoke a previously granted proxy at any time
before it is exercised by (1) delivering a written notice to the Trust
expressly revoking your proxy, (2) signing and forwarding to the Trust a
later-dated proxy, or (3) attending the Meeting and casting your votes in
person if you are a record owner. Granted proxies typically will be voted at
the final meeting, but may be voted at an adjourned meeting if appropriate.
Please be advised that the deadline for revoking your proxy by telephone is
3:00 p.m. (Eastern Time) on the last business day before the Meeting.
Shareholder Proposals. The Trust is not required and does not intend to hold
shareholder meetings on a regular basis. Special meetings of shareholders may
be called from time to time by either the Trust or the shareholders (for
certain matters and under special conditions described in the Statement of
Additional Information). Under the proxy rules of the SEC, shareholder
proposals that meet certain conditions may be included in a fund's proxy
statement for a particular meeting. Those rules currently require that for
future meetings, the shareholder must be a record or beneficial owner of
Trust shares either (i) with a value of at least $2,000 or (ii) in an amount
representing at least 1% of the Trust's securities to be voted, at the time
the proposal is submitted and for one year prior thereto, and must continue
to own such shares through the date on which the meeting is held. Another
requirement relates to the timely receipt by the Trust of any such proposal.
Under those rules, a proposal must have been submitted a reasonable time
before the Trust began to print and mail this Proxy Statement in order to be
included in this Proxy Statement. A proposal submitted for inclusion in the
Trust's proxy material for the next special meeting after the meeting to
which this Proxy Statement relates must be received by the Trust a reasonable
time before the Trust begins to print and mail the proxy materials for that
meeting. Notice of shareholder proposals to be presented at the Meeting must
have been received within a reasonable time before the Trust began to mail
this Proxy Statement. The fact that the Trust receives a proposal from a
qualified shareholder in a timely manner does not ensure its inclusion in the
proxy material because there are other requirements under the proxy rules for
such inclusion.
OTHER MATTERS
The Trustees do not intend to bring any matters before the Meeting
other than Proposals 1 through 3 and the Trustees and the Manager are not
aware of any other matters to be brought before the Meeting by others.
Because matters not known at the time of the solicitation may come before the
Meeting, the proxy as solicited confers discretionary authority with respect
to such matters as properly come before the Meeting, including any
adjournment or adjournments thereof, and it is the intention of the persons
named as attorneys-in-fact in the proxy (or their substitutes) to vote the
proxy in accordance with their judgment on such matters.
In the event a quorum is not present or sufficient votes in favor of
one or more Proposals set forth in the Notice of Meeting of Shareholders are
not received by the date of the Meeting, the persons named as
attorneys-in-fact in the enclosed proxy (or their substitutes) may propose
and approve one or more adjournments of the Meeting to permit further
solicitation of proxies. 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. The persons named as attorneys-in-fact
proxies on the proxy ballots (or their substitutes) will vote the Shares
present in person or by proxy (including broker non-votes and abstentions) in
favor of such an adjournment if they determine additional solicitation is
warranted and in the interests of the Trust's shareholders. A vote may be
taken on one or more of the proposals in this proxy statement prior to any
such adjournment if a quorum is present, sufficient votes for its approval
have been received and it is otherwise appropriate.
By Order of the Board of Trustees,
Robert G. Zack, Secretary
June 16, 2003
Exhibit A
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
This AGREEMENT is made the 21st day of July, 2003, by and between
CENTENNIAL MONEY MARKET TRUST (hereinafter called the "Fund"), and CENTENNIAL
ASSET MANAGEMENT CORPORATION (hereinafter called the "Management
Corporation").
WHEREAS, the Fund is an open-end, diversified management investment company
registered as such with the Securities and Exchange Commission (the
"Commission") pursuant to the Investment Company Act of 1940 (the "Investment
Company Act"), and the Management Corporation is a registered investment
adviser;
NOW, THEREFORE, in consideration of the mutual promises and agreements herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed by and between the parties hereto as
follows:
1. General
The Management Corporation agrees, all as more fully set forth herein,
to act as investment adviser to the Fund with respect to the investment of
its assets; to supervise and arrange the purchase of securities for and the
sale of securities held in the portfolio of the Fund; and to furnish
personnel and facilities as shall be required to provide effective
administration of the Fund.
2. Duties and Obligations of the Management Corporation with respect to
Investments of Assets of the Fund
(a) Subject to the succeeding provisions of this section and subject to
the direction and control of the Board of Trustees of the Fund, the
Management Corporation shall:
(i) Regularly provide investment advice and
recommendations to the Fund with respect to its
investments, investment policies and the purchase and
sale of securities;
(ii) Supervise continuously the investment program of the
Fund and the composition of its portfolio; and
(iii) Arrange, subject to the provisions of paragraph "4"
hereof, for the purchase of securities and other
investments for and the sale of securities and other
investments held in the portfolio of the Fund.
(b) Any investment advice furnished by the Management Corporation under
this section shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the provisions of the Investment Company Act of
1940, and of any rules or regulations in force thereunder; (2) any other
applicable provision of law; (3) the provisions of the Declaration of Trust
and By-Laws of the Fund as amended from time to time; (4) any policies and
determinations of the Board of Trustees of the Fund; and (5) the terms of the
registration statement of the Fund, as amended from time to time, under the
Securities Act of 1933 and the Investment Company Act of 1940.
(c) The Management Corporation shall give the Fund the benefit of its
best judgment and effort in rendering services hereunder, but the Management
Corporation shall not be liable for any loss sustained by reason of the
adoption of any investment policy or the purchase, sale or retention of any
security on its recommendation, whether or not such recommendation shall have
been based upon its own investigation and research or upon investigation and
research made by any other individual, firm or corporation, if such
recommendation shall have been made and such other individual firm or
corporation shall have been selected with due care and in good faith.
Nothing herein contained shall, however, be construed to protect the
Management Corporation against any liability to the Fund or its security
holders by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
(d) Nothing in this Agreement shall prevent the Management Corporation
or any officer thereof from acting as investment adviser for any other
person, firm or corporation and shall not in any way limit or restrict the
Management Corporation or any of its directors, officers, stockholders or
employees from buying, selling or trading any securities for its or their own
accounts or for the accounts of others for whom it or they may be acting,
provided however that the Management Corporation expressly represents that it
will undertake no activities which, in its judgment, will adversely affect
the performance of its obligations to the Fund under this Agreement.
3. Allocation of Expenses
The Management Corporation shall at its expense provide all executive,
administrative and clerical personnel as shall be required to provide
effective administration for the Fund, including the compilation and
maintenance of records with respect to its operations as may reasonably be
required; the preparation and filing of such reports with respect thereto as
shall be required by rules or regulations promulgated by the Securities and
Exchange Commission; the composition of registration statements required by
Federal securities laws for continuous public sale of shares of the Fund;
composition of periodic reports with respect to its operations for the
shareholders of the Fund; and composition of proxy materials for meetings of
the Fund's shareholders. The Management Corporation shall, at its own cost
and expense, also provide the Fund with adequate office space, facilities and
equipment. The Management Corporation shall, at its own expense, provide
such officers for the Fund as the Fund's Board shall request. All other
costs and expenses not expressly assumed by the Management Corporation under
this Agreement, or to be paid by the General Distributor of the shares of the
Fund, shall be paid by the Fund, including, but not limited to (i) interest
and taxes; (ii) brokerage commissions, if any; (iii) insurance premiums for
fidelity and other coverage requisite to its operations; (iv) compensation
and expenses of its Trustees other than those associated or affiliated with
the Management Corporation; (v) legal and audit expenses; (vi) custodian and
transfer agent fees and expenses; (vii) expenses incident to the redemption
of its shares; (viii) expenses incident to the issuance of its shares against
payment therefor by or on behalf of the subscribers thereto; (ix) fees and
expenses, other than as hereinabove provided, incident to the registration
under Federal and State securities laws of shares of the Fund for public
sale; (x) expenses of printing and mailing reports, notices, and proxy
material to shareholders of the Fund; (xi) except as noted above, all other
expenses incidental to holding regular annual meetings of the Fund's
shareholders; and (xii) such extraordinary non-recurring expenses as may
arise, including litigation affecting the Fund and the legal obligation which
the Fund may have to indemnify its officers and Trustees with respect thereto.
4. Portfolio Transactions and Brokerage
(a) The Management Corporation is authorized, for the purchase and sale
of the Fund's portfolio securities, to employ such securities dealers as may,
in the best judgment of the Management Corporation, implement the policy of
the Fund to obtain prompt and reliable execution of orders at the most
favorable net price. Consistent with this policy, the Management Corporation
is authorized to direct the execution of the Fund's portfolio transactions to
dealers furnishing statistical information or research deemed by the
Management Corporation to be useful or valuable to the performance of its
investment advisory functions for the Fund.
5. Compensation of the Management Corporation
The Fund agrees to pay the Management Corporation and the Management
Corporation agrees to accept as full compensation for all services rendered
by the Management Corporation as such, an annual fee payable monthly and
computed on the net asset value of the Fund as of the close of business each
day at the following annual rates:
.500% of the first $250 million of net assets;
.475% of the next $250 million of net assets;
.450% of the next $250 million of net assets;
.425% of the next $250 million of net assets;
.400% of the next $250 million of net assets;
.375% of the next $250 million of net assets;
.350% of the next $500 million of net assets;
and
.325% of net assets in excess of $2 billion
6. Use of Name
The Management Corporation hereby grants to the Fund a royalty-free,
non-exclusive license to use the name "Centennial" in the name of the Fund,
and to use any trademarks or servicemarks, whether or not registered, which
it may own. To the extent necessary to protect the Management Corporation's
rights to the name "Centennial" under applicable law, such license shall
allow the Management Corporation to inspect and, subject to control by the
Fund's Board, control the nature and quality of services offered by the Fund
under such name. The license may be terminated by the Management Corporation
upon termination of this Agreement in which case the Fund shall have no
further right to use the name "Centennial" in its name or otherwise or any of
such marks, and the Fund, the holders of its shares, and its officers and
Trustees shall promptly take whatever action may be necessary to change its
name accordingly. The name "Centennial" or any of said marks may be used by
the Management Corporation in connection with any of its activities, or
licensed by the Management Corporation to any other party.
7. Duration and Termination
(a) This Agreement shall go into effect on the date first set forth
above and shall continue in effect until December 31, 2003, and thereafter
from year to year, but only so long as such continuance is specifically
approved at least annually by the Board of Trustees, including the vote of a
majority of the Trustees of the Fund who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act of 1940) of
any such party cast in person at a meeting called for the purpose of voting
on such approval, or by the vote of the holders of a "majority" (as so
defined) of the outstanding voting securities of the Fund and by such a vote
of the Board of Trustees.
(b) This Agreement may be terminated by the Management Corporation at
any time without penalty upon giving the Fund sixty days' written notice
(which notice may be waived by the Fund) and may be terminated by the Fund at
any time without penalty upon giving the Management Corporation sixty days'
notice (which notice may be waived by the Management Corporation), provided
that such termination by the Fund shall be directed or approved by the vote
of a majority of all of the Trustees of the Fund then in office or by the
vote of the holders of a "majority" (as defined in the Investment Company Act
of 1940) of the voting securities of the Fund at the time outstanding and
entitled to vote. This Agreement shall automatically terminate in the event
of its "assignment" (as that term is defined in the Investment Company Act of
1940).
8. Disclaimer of Shareholder Liability
The Management Corporation understands that the obligations of this
Agreement are not binding upon any Trustee or shareholder of the Fund
personally, but bind only the Fund's property. The Management Corporation
represents that it has notice of the provisions of the Declaration of Trust
disclaiming Trustee and shareholder liability for acts or obligations of the
Fund.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers as of the 21st
day of July, 2003.
CENTENNIAL MONEY MARKET TRUST
Attest:
___________________ By:_____________________________________
Robert G. Zack,
Vice President and Secretary
CENTENNIAL ASSET MANAGEMENT CORPORATION
Attest:
___________________ By:______________________________________
Katherine P. Feld,
Secretary
Exhibit B
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Approximate Net Advisory Fee Rate
Assets as % of Average
Name of Fund as of 3/31/03 Net Assets
($ Millions)
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Centennial $39 0.45% of the first $500 million of average
America Fund, L.P. net assets, 0.40% of average annual net
assets over $500 million.
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Centennial $157 0.50% of the first $250 million of average
California Tax annual net assets, 0.475% of the next $250
Exempt Trust million of average annual net assets,
0.45% of the next $250 million of average
annual net assets, 0.425% of the next $250
million of average annual net assets and
0.40% of average annual net assets in
excess of $1 billion.
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- ---------------------------------------------------------------------------------
Centennial New $69 0.50% of the first $250 million of average
York Tax Exempt annual net assets, 0.475% of the next $250
Trust million of average annual net assets,
0.45% of the next $250 million of average
annual net assets, 0.425% of the next $250
million of average annual net assets and
0.40% of average annual net assets in
excess of $1 billion.
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Oppenheimer Cash $1,040 0.50% of the first $250 million of average
Reserves annual net assets, 0.475% of the next $250
million of average annual net assets,
0.45% of the next $250 million of average
annual net assets, 0.425% of the next $250
million of average annual net assets and
0.40% of average annual net assets in
excess of $1 billion.
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- ---------------------------------------------------------------------------------
Centennial Money $22,865 0.50% of the first $250 million of average
Market Trust annual net assets, 0.475% of the next $250
million of average annual net assets,
0.45% of the next $250 million of average
annual net assets, 0.425% of the next $250
million of average annual net assets,
0.40% of the next $250 million of average
annual net assets and 0.375% of the next
$250 million of average annual net assets,
0.35% of the next $500 million of average
annual net assets and 0.325% of average
annual net assets over $2 billion.
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- ---------------------------------------------------------------------------------
Centennial $ 1,795 0.50% of the first $250 million of average
Government Trust annual net assets, 0.475% of the next $250
million of average annual net assets,
0.45% of the next $250 million of average
annual net assets, 0.425% of the next $250
million of average annual net assets,
0.40% of the next $250 million of average
annual net assets and 0.375% of the next
$250 million of average annual net assets,
0.35% of average annual net assets over
$1.5 billion.
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- ---------------------------------------------------------------------------------
Centennial Tax $1,922 0.50% of the first $250 million of average
Exempt Trust annual net assets, 0.475% of the next $250
million of average annual net assets,
0.45% of the next $250 million of average
annual net assets, 0.425% of the next $250
million of average annual net assets and
0.40% of the next $250 million of average
annual net assets and 0.375% of the next
$250 million of average annual net assets,
0.35% of the next $500 million of average
annual net assets and 0.325% of average
annual net assets over $2 billion.
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- ---------------------------------------------------------------------------------
Oppenheimer Money $354 0.45% of the first $500 million of average
Fund/VA annual net assets, 0.425% of the next $500
(a series of million of average annual net assets,
Oppenheimer 0.40% of the next $500 million of average
Variable Account annual net assets and 0.375% of average
Funds) annual net assets in excess of $1.5
billion.
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Oppenheimer Money $2,020 0.45% of the first $500 million of average
Market Fund, Inc. annual net assets, 0.425% of the next $500
million of average annual net assets,
0.40% of the next $500 million of average
annual net assets and 0.375% of average
annual net assets in excess of $1.5
billion.
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