UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-03391
Centennial Government Trust
(Exact name of registrant as specified in charter)
6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices)
(Zip code)
Robert G. Zack, Esq.
OppenheimerFunds, Inc.
498 Seventh Avenue, New York, New York 10018
- --------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 768-3200
--------------
Date of fiscal year end: June 30
Date of reporting period: July 1, 2002 - June 30, 2003
ITEM 1. REPORTS TO STOCKHOLDERS.
STATEMENT OF INVESTMENTS June 30, 2003
Principal Value
Amount See Note 1
- --------------------------------------------------------------------------------
U.S. Government Agencies--78.3%
FNMA Master
Credit Facility:
0.95%, 1/2/04 1 $ 25,000,000 $ 24,877,951
1.19%, 9/2/03 40,000,000 39,916,700
1.20%, 7/1/03 10,000,000 10,000,000
1.23%, 7/1/03 50,000,000 50,000,000
1.24%,
7/1/03-8/1/03 50,000,000 49,973,306
- --------------------------------------------------------------------------------
Federal Home
Loan Bank:
0.95%, 9/10/03 25,000,000 24,953,160
1.105%, 11/13/03 10,500,000 10,456,491
1.125%, 8/18/03 7,100,000 7,089,350
1.15%,
8/8/03-10/16/03 60,000,000 59,863,119
1.154%, 10/30/03 35,000,000 34,864,245
1.16%,
8/13/03-8/15/03 50,000,000 49,929,756
1.18%, 10/31/03 5,620,000 5,597,526
1.23%,
7/14/03-7/6/04 50,000,000 49,988,896
1.233%, 7/9/03 25,000,000 24,993,150
4.125%, 8/15/03 11,150,000 11,189,218
5.125%, 9/15/03 9,455,000 9,532,021
6.375%, 11/14/03 22,000,000 22,435,012
- --------------------------------------------------------------------------------
Federal Home
Loan Mortgage
Corp.:
0.915%, 10/20/03 30,000,000 29,915,362
0.97%, 9/25/03 25,000,000 24,942,069
1.01%, 12/31/03 15,000,000 14,922,987
1.05%,
12/1/03-12/4/03 45,200,000 44,996,107
1.06%, 11/21/03 25,000,000 24,894,736
1.07%, 11/18/03 25,000,000 24,895,972
1.09%,
8/18/03-9/22/03 75,000,000 74,845,841
1.11%, 11/6/03 11,610,000 11,564,179
1.14%, 9/30/03 15,000,000 14,956,965
1.165%,
8/7/03-10/9/03 82,850,000 82,681,889
1.19%, 7/25/03 15,362,000 15,349,813
1.21%, 10/27/03 20,000,000 19,920,678
1.22%, 8/21/03 8,000,000 7,986,173
1.225%, 8/14/03 31,282,000 31,235,202
5.75%, 7/15/03 14,260,000 14,284,428
6.375%, 11/15/03 22,500,000 22,932,243
Principal Value
Amount See Note 1
- --------------------------------------------------------------------------------
U.S. Government Agencies Continued
Federal National
Mortgage Assn.:
1.035%, 12/29/03 $ 17,779,000 $ 17,687,823
1.08%, 11/19/03 35,000,000 34,849,600
1.085%, 9/3/03 41,841,000 41,758,644
1.14%,
8/29/03-11/26/03 65,000,000 64,771,375
1.145%, 8/6/03 25,000,000 24,971,375
1.155%, 10/1/03 25,000,000 24,926,208
1.16%,
8/13/03-10/8/03 45,000,000 44,901,561
1.185%,
9/17/03-9/19/03 40,000,000 39,908,500
1.20%, 7/16/03 32,000,000 31,984,200
1.215%, 7/23/03 25,000,000 24,981,437
1.225%, 7/30/03 28,201,000 28,173,171
1.235%, 8/20/03 25,000,000 24,957,118
1.26%, 7/2/03 25,000,000 24,999,125
4.75%, 11/14/03 10,626,000 10,765,760
- --------------------------------------------------------------------------------
Overseas Private Investment Corp.:
1.469%, 7/21/03 2,3 2,642,407 2,663,161
1.494%, 7/21/03 2,3 2,167,711 2,172,344
----------------
Total U.S. Government Agencies
(Cost $1,390,455,947) 1,390,455,947
- --------------------------------------------------------------------------------
Letters of Credit--3.4%
Student Loan Marketing Assn., guaranteeing
commercial paper of New Hampshire Higher
Education Loan Corp., Series 1995A:
1%, 7/31/03 8,636,000 8,628,803
1.02%, 7/28/03 18,145,000 18,131,119
1.20%, 7/17/03 16,167,000 16,158,378
1.22%, 7/11/03 18,243,000 18,236,818
----------------
Total Letters of Credit
(Cost $61,155,118) 61,155,118
- --------------------------------------------------------------------------------
Repurchase Agreements--18.4% 4
Undivided interest of 97.68% in joint
repurchase agreement (Principal Amount/
Market Value $333,680,000, with a maturity
value of $333,690,103) with PaineWebber, Inc.,
1.09%, dated 6/30/03, to be repurchased at
$325,959,869 on 7/1/03, collateralized by Federal
Home Loan Mortgage Corp., 4.50%--7%,
5/1/18--11/1/32, with a value of
$340,827,924 (Cost $325,950,000)
325,950,000 325,950,000
4 | CENTENNIAL GOVERNMENT TRUST
Value
See Note 1
- --------------------------------------------------------------------------------
Total Investments,
at Value
(Cost $1,777,561,065) 100.1% $1,777,561,065
- --------------------------------------------------------------------------------
Liabilities
in Excess of
Other Assets (0.1) (1,747,222)
---------------------------
Net Assets 100.0% $1,775,813,843
===========================
Footnotes to Statement of Investments
1. When-issued security to be delivered and settled after June 30, 2003. See
Note 1 of Notes to Financial Statements.
2. Identifies issues considered to be illiquid or restricted--See Note 4 of
Notes to Financial Statements.
3. Represents the current interest rate for a variable or increasing rate
security.
4. The Trust may have elements of risk due to concentrated investments. Such
concentrations may subject the Trust to additional risks.
See accompanying Notes to Financial Statements.
5 | CENTENNIAL GOVERNMENT TRUST
STATEMENT OF ASSETS AND LIABILITIES June 30, 2003
- -------------------------------------------------------------------------------------------------------
Assets
Investments, at value (including cost and market value of $325,950,000 in
repurchase agreements)(cost $1,777,561,065)--see accompanying statement $1,777,561,065
- -------------------------------------------------------------------------------------------------------
Cash 1,866,970
- -------------------------------------------------------------------------------------------------------
Receivables and other assets:
Shares of beneficial interest sold 35,173,421
Interest 1,178,545
Other 85,558
----------------
Total assets 1,815,865,559
- -------------------------------------------------------------------------------------------------------
Liabilities
Payables and other liabilities:
Investments purchased on a when-issued basis 24,877,951
Shares of beneficial interest redeemed 14,409,495
Dividends 456,889
Service plan fees 144,195
Transfer and shareholder servicing agent fees 79,268
Shareholder reports 47,414
Trustees' compensation 1,740
Other 34,764
----------------
Total liabilities 40,051,716
- -------------------------------------------------------------------------------------------------------
Net Assets $1,775,813,843
----------------
- -------------------------------------------------------------------------------------------------------
Composition of Net Assets
Paid-in capital $1,775,814,444
- -------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions (601)
----------------
Net Assets--applicable to 1,775,797,070 shares of beneficial interest outstanding $1,775,813,843
----------------
- -------------------------------------------------------------------------------------------------------
Net Asset Value, Redemption Price Per Share and Offering Price Per Share $1.00
See accompanying Notes to Financial Statements.
6 | CENTENNIAL GOVERNMENT TRUST
STATEMENT OF OPERATIONS For the Year Ended June 30, 2003
- -----------------------------------------------------------------------------
Investment Income
Interest $26,527,143
- -----------------------------------------------------------------------------
Expenses
Management fees 7,414,061
- -----------------------------------------------------------------------------
Service plan fees 3,486,749
- -----------------------------------------------------------------------------
Transfer and shareholder servicing agent fees 935,957
- -----------------------------------------------------------------------------
Shareholder reports 93,740
- -----------------------------------------------------------------------------
Custodian fees and expenses 33,422
- -----------------------------------------------------------------------------
Trustees' compensation 13,703
- -----------------------------------------------------------------------------
Other 145,459
-------------
Total expenses 12,123,091
Less reduction to custodian expenses (2,299)
Less reimbursement of expenses (5,495,103)
-------------
Net expenses 6,625,689
- -----------------------------------------------------------------------------
Net Investment Income 19,901,454
- -----------------------------------------------------------------------------
Net Realized Gain on Investments 11,525
- -----------------------------------------------------------------------------
Net Increase in Net Assets Resulting from Operations $19,912,979
-------------
See accompanying Notes to Financial Statements.
7 | CENTENNIAL GOVERNMENT TRUST
STATEMENTS OF CHANGES IN NET ASSETS
Year Ended June 30, 2003 2002
- ----------------------------------------------------------------------------------------------------------------
Operations
Net investment income $ 19,901,454 $ 30,084,851
- ----------------------------------------------------------------------------------------------------------------
Net realized gain 11,525 224,295
----------------------------------
Net increase in net assets resulting from operations 19,912,979 30,309,146
- ----------------------------------------------------------------------------------------------------------------
Dividends and/or Distributions to Shareholders
Dividends from net investment income (19,901,454) (30,073,399)
- ----------------------------------------------------------------------------------------------------------------
Distributions from net realized gain -- (11,452)
- ----------------------------------------------------------------------------------------------------------------
Beneficial Interest Transactions
Net increase in net assets resulting from beneficial interest transactions 228,169,387 89,903,816
- ----------------------------------------------------------------------------------------------------------------
Net Assets
Total increase 228,180,912 90,128,111
- ----------------------------------------------------------------------------------------------------------------
Beginning of period 1,547,632,931 1,457,504,820
----------------------------------
End of period $1,775,813,843 $1,547,632,931
----------------------------------
See accompanying Notes to Financial Statements.
8 | CENTENNIAL GOVERNMENT TRUST
FINANCIAL HIGHLIGHTS
Year Ended June 30 2003 2002 2001 2000 1999
- ---------------------------------------------------------------------------------------------------------
Per Share Operating Data
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- ---------------------------------------------------------------------------------------------------------
Income from investment operations--net
investment income and net realized gain .01 .02 .05 .05 .04
- ---------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.01) (.02) (.05) (.05) (.04)
Distributions from net realized gain -- -- 1 -- -- --
---------------------------------------------------------
Total dividends and/or distributions
to shareholders (.01) (.02) (.05) (.05) (.04)
- ---------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Total Return 2 1.15% 1.92% 5.29% 5.07% 4.47%
- ---------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of period (in millions) $1,776 $1,548 $1,458 $1,192 $1,213
- ---------------------------------------------------------------------------------------------------------
Average net assets (in millions) $1,744 $1,585 $1,367 $1,244 $1,245
- ---------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 1.14% 1.90% 5.13% 4.92% 4.37%
Expenses, gross 0.70% 0.71% 0.73% 0.74% 0.74%
Expenses, net 0.38% 4,5 0.63% 4,5 0.73% 5 0.74% 5 0.74% 5
1. Less than $0.005 per share.
2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns reflect changes in net investment income
only. Total returns are not annualized for periods less than one full year.
Returns do not reflect the deduction of taxes that a shareholder would pay on
Trust distributions or the redemption of Trust shares.
3. Annualized for periods of less than one full year.
4. Net of reimbursement of expenses.
5. Reduction to custodian expenses less than 0.01%.
See accompanying Notes to Financial Statements.
9 | CENTENNIAL GOVERNMENT TRUST
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. Significant Accounting Policies
Centennial Government Trust (the Trust) is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.
The Trust's investment objective is to seek a high level of current income that
is consistent with the preservation of capital and the maintenance of
liquidity. The Trust's investment advisor is Centennial Asset Management
Corporation (the Manager), a subsidiary of OppenheimerFunds, Inc. (OFI).
The following is a summary of significant accounting policies consistently
followed by the Trust.
- --------------------------------------------------------------------------------
Securities Valuation. Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
- --------------------------------------------------------------------------------
Securities on a When-Issued Basis. Delivery and payment for securities that
have been purchased by the Trust on a when-issued basis can take place a month
or more after the trade date. Normally the settlement date occurs within six
months after the trade date; however, the Trust may, from time to time,
purchase securities whose settlement date extends six months or more beyond
trade date. During this period, such securities do not earn interest, are
subject to market fluctuation and may increase or decrease in value prior to
their delivery. The Trust maintains segregated assets with a market value equal
to or greater than the amount of its purchase commitments. The purchase of
securities on a when-issued basis may increase the volatility of the Trust's
net asset value to the extent the Trust makes such purchases while remaining
substantially fully invested. As of June 30, 2003, the Trust had entered into
when-issued purchase commitments of $24,877,951.
- --------------------------------------------------------------------------------
Joint Repurchase Agreements. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the Trust, along with other affiliated
funds advised by the Manager, may transfer uninvested cash balances into joint
trading accounts on a daily basis. Secured by U.S. government securities, these
balances are invested in one or more repurchase agreements. Securities pledged
as collateral for repurchase agreements are held by a custodian bank until the
agreements mature. Each agreement requires that the market value of the
collateral be sufficient to cover payments of interest and principal. In the
event of default by the other party to the agreement, retention of the
collateral may be subject to legal proceedings.
- --------------------------------------------------------------------------------
Federal Taxes. The Trust intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income to shareholders,
therefore, no federal income or excise tax provision is required.
The tax components of capital shown in the table below represent distribution
requirements the Trust must satisfy under the income tax regulations, losses
the Trust may be able to offset against income and gains realized in future
years for federal income tax purposes.
10 | CENTENNIAL GOVERNMENT TRUST
Undistributed Net Undistributed Accumulated
Investment Income Long-Term Gains Loss Carryforward 1
--------------------------------------------------------
$470,820 $-- $600
1. As of June 30, 2003, the Trust had $600 of post-October losses available to
offset future capital gains, if any. Such losses, if unutilized, will expire in
2012.
Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Trust.
From
To (From) Long-Term Net
Ordinary Capital Gain Tax Return Investment
Income (Loss) (Loss) 2 of Capital Loss
-------------------------------------------------------
$-- $11,377 $-- $--
2. $11,377 was distributed in connection with Trust share redemptions.
The tax character of distributions paid during the years ended June 30, 2003
and June 30, 2002 were as follows:
Year Ended Year Ended
June 30, 2003 June 30, 2002
------------------------------------------------------
Distributions paid from:
Ordinary income $19,901,454 $ 30,073,399
Long-term capital gain -- 11,452
------------------------------
Total $19,901,454 $30,084,851
------------------------------
- --------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date. Income distributions, if any, are
declared daily and paid monthly. Capital gain distributions, if any, are
declared and paid annually.
- --------------------------------------------------------------------------------
Expense Offset Arrangement. The reduction of custodian fees represents earnings
on cash balances maintained by the Trust.
- --------------------------------------------------------------------------------
Security Transactions. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.
- --------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.
11 | CENTENNIAL GOVERNMENT TRUST
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
2. Shares of Beneficial Interest
The Trust has authorized an unlimited number of no par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:
Year Ended June 30, 2003 Year Ended June 30, 2002
Shares Amount Shares Amount
- -----------------------------------------------------------------------------------------------------
Sold 4,283,051,983 $ 4,283,051,983 3,791,076,839 $ 3,791,076,839
Dividends and/or
distributions reinvested 19,700,770 19,700,770 30,259,554 30,259,554
Redeemed (4,074,583,366) (4,074,583,366) (3,731,432,577) (3,731,432,577)
-------------------------------------------------------------------------
Net increase 228,169,387 $ 228,169,387 89,903,816 $ 89,903,816
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
3. Fees and Other Transactions with Affiliates
Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Trust which provides for a fee at an
annual rate of 0.50% of the first $250 million of the Trust's net assets,
0.475% of the next $250 million, 0.45% of the next $250 million, 0.425% of the
next $250 million, 0.40% of the next $250 million, 0.375% of the next $250
million, 0.35% of net assets in excess of $1.5 billion. In the agreement, the
Manager guarantees that the Trust's total expenses in any fiscal year,
exclusive of taxes, interest and brokerage concessions, and extraordinary
expenses such as litigation costs, shall not exceed the lesser of 1.50% of the
average annual net assets of the Trust up to $30 million and 1% of its average
annual net assets in excess of $30 million; or 25% of the total annual
investment income of the Trust. As a result of this agreement, the Trust was
reimbursed $5,495,103 for the year ended June 30, 2003.
On April 28, 2003, the Board of Trustees approved a new investment advisory
agreement that would eliminate the expense limitation and resulting
reimbursement from the Manager. This new investment advisory agreement has been
submitted to shareholders for approval and will be effective only if affirmed
by shareholder vote.
- --------------------------------------------------------------------------------
Transfer Agent Fees. Shareholder Services, Inc. (SSI) acts as the transfer and
shareholder servicing agent for the Trust and for other registered investment
companies. The Trust pays SSI a $14.75 per account fee.
SSI has voluntarily agreed to limit transfer and shareholder servicing agent
fees up to an annual rate of 0.35% of average net assets of the Trust. This
undertaking may be amended or withdrawn at any time.
- --------------------------------------------------------------------------------
Service Plan (12b-1) Fees. The Trust has adopted a service plan. It reimburses
the Distributor for a portion of its costs incurred for services provided to
accounts that hold shares of the Trust. Reimbursement is made quarterly at an
annual rate up to 0.20% of the average annual net assets of the Trust. During
the year ended June 30, 2003, the Trust paid $177,752 to a broker/dealer
affiliated with the Manager as reimbursement for distribution-related expenses.
12 | CENTENNIAL GOVERNMENT TRUST
- --------------------------------------------------------------------------------
4. Illiquid Securities
As of June 30, 2003, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. The
Trust intends to invest no more than 10% of its net assets (determined at the
time of purchase and reviewed periodically) in illiquid securities. The
aggregate value of illiquid securities subject to this limitation as of June
30, 2003 was $4,835,505, which represents 0.27% of the Trust's net assets.
13 | CENTENNIAL GOVERNMENT TRUST
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
To the Board of Trustees and Shareholders of Centennial Government Trust:
We have audited the accompanying statement of assets and liabilities of
Centennial Government Trust, including the statement of investments, as of June
30, 2003, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of June 30, 2003, by
correspondence with the custodian and brokers; where replies were not received
from brokers, we performed other auditing procedures. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Centennial Government Trust as of June 30, 2003, the results of its operations
for the year then ended, the changes in its net assets for each of the two
years in the period then ended, and the financial highlights for each of the
five years in the period then ended, in conformity with accounting principles
generally accepted in the United States of America.
Deloitte & Touche LLP
Denver, Colorado
July 22, 2003
14 | CENTENNIAL GOVERNMENT TRUST
FEDERAL INCOME TAX INFORMATION Unaudited
- --------------------------------------------------------------------------------
In early 2004, if applicable, shareholders of record will receive information
regarding all dividends and distributions paid to them by the Trust during
calendar year 2003. Regulations of the U.S. Treasury Department require the
Trust to report this information to the Internal Revenue Service.
None of the dividends paid by the Trust during the year ended June 30, 2003
are eligible for the corporate dividend-received deduction.
The foregoing information is presented to assist shareholders in reporting
distributions received from the Trust to the Internal Revenue Service. Because
of the complexity of the federal regulations which may affect your individual
tax return and the many variations in state and local tax regulations, we
recommend that you consult your tax advisor for specific guidance.
PORTFOLIO PROXY VOTING
POLICIES AND PROCEDURES Unaudited
- --------------------------------------------------------------------------------
The Trust has adopted Portfolio Proxy Voting Policies and Procedures under
which the Trust votes proxies relating to securities ("portfolio proxies") held
by the Trust. A description of the Trust's Portfolio Proxy Voting Policies and
Procedures is available (i) without charge, upon request, by calling the Trust
toll-free at 1.800.225.5677, (ii) on the Trust's website at
www.oppenheimerfunds.com, and (iii) on the SEC's website at www.sec.gov. In
addition, the Trust will be required to file new Form N-PX, with its complete
proxy voting record for the 12 months ended June 30th, no later than August
31st of each year. The first such filing is due no later than August 31, 2004,
for the twelve months ended June 30, 2004. Once filed, the Trust's Form N-PX
filing will be available (i) without charge, upon request, by calling the Trust
toll-free at 1.800.225.5677, and (ii) on the SEC's website at www.sec.gov.
15 | CENTENNIAL GOVERNMENT TRUST
TRUSTEES AND OFFICERS Unaudited
Principal Occupation(s) During Past 5 Years;
Other Trusteeships/Directorships Held by
Name, Position(s) Held with Trustee; Number of Portfolios in Fund Complex
Trust, Length of Service, Age Currently Overseen by Trustee
INDEPENDENT The address of each Trustee in the chart below
TRUSTEES is 6803 S. Tucson Way, Centennial, CO
80112-3924. Each Trustee serves for an
indefinite term, until his or her resignation,
retirement, death or removal.
James C. Swain, Formerly, Chief Executive Officer (until August
Chairman and Trustee 27, 2002) of the Board II Funds, President and a
(since 1981) director (until 1997) of the Manager and Vice
Age: 69 Chairman (until January 2, 2002) of
OppenheimerFunds, Inc. (of which the Manager is
a wholly-owned investment advisory subsidiary).
Oversees 42 portfolios in the OppenheimerFunds
complex.
William L. Armstrong, Chairman of the following private mortgage
Vice Chairman (since 2003) banking companies: Cherry Creek Mortgage Company
and Trustee (since 1999) (since 1991), Centennial State Mortgage Company
Age: 66 (since 1994), The El Paso 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 1991).
Mr. Armstrong is also a 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), International Family
Entertainment (television channel) (1992-1997)
and Natec Resources, Inc. (air pollution control
equipment and services company) (1991-1995),
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. Avis, Formerly, Director and President of A.G. Edwards
Trustee (since 1993) Capital, Inc. (General Partner of private equity
Age: 72 funds) (until February 2001); 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 subsidiary) (until March
1999); Chairman of 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. Bowen, Formerly (until April 1999) Mr. Bowen held the
Trustee (since 1997) following positions: Senior Vice President (from
Age: 66 September 1987) and Treasurer (from March 1985)
of 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 August 1978) and
Secretary (since April 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
16 | CENTENNIAL GOVERNMENT TRUST
George C. Bowen, Oppenheimer Acquisition Corp. (OppenheimerFunds,
Continued 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. Cameron, A member of The Life Guard of Mount Vernon,
Trustee (since 1999) George Washington's home (since June 2000).
Age: 64 Formerly (March 2001 - May 2002) Director of
Genetic ID, Inc. and its subsidiaries (a
privately held biotech company); a partner with
PricewaterhouseCoopers LLP (from 1974-1999) (an
accounting firm) and Chairman (from 1994-1998),
Price Waterhouse LLP Global Investment
Management Industry Services Group. Oversees 42
portfolios in the OppenheimerFunds complex.
Jon S. Fossel, Chairman and Director (since 1998) of Rocky
Trustee (since 1990) Mountain Elk Foundation (a not-for-profit
Age: 61 foundation); and a director (since October 1999)
of P.R. Pharmaceuticals (a privately held
company) and UNUMProvident (an insurance
company) (since June 1, 2002). Formerly Chairman
and a director (until October 1996) and
President and Chief Executive Officer (until
October 1995) of 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 1996) charity) (since September 1984). Formerly (until
Age: 62 October 1994) Mr. Freedman held several
positions in subsidiary or affiliated companies
of OppenheimerFunds, Inc. Oversees 42 portfolios
in the OppenheimerFunds complex.
Beverly L. Hamilton, Trustee (since 1996) of MassMutual Institutional
Trustee (since 2002) Funds and of MML Series Investment Fund
Age: 56 (open-end investment companies); Director of MML
Services (since 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 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 43
portfolios in the OppenheimerFunds complex.
Robert J. Malone, Director (since 2001) of Jones Knowledge, Inc.
Trustee (since 2002) (a privately held company), U.S. Exploration,
Age: 58 Inc., (since 1997), Colorado UpLIFT (a
non-profit organization) (since 1986) and a
trustee of the Gallagher Family Foundation
(non-profit organization) (since 2000).
Formerly, Chairman of U.S. Bank (a 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 43 portfolios in the OppenheimerFunds
complex.
F. William Marshall, Jr., Trustee (since 1996) of MassMutual Institutional
Trustee (since 2000) Funds and of MML Series Investment Fund
Age: 61 (open-end investment companies); Trustee (since
1987), Chairman of the Board (since 2003) and
Chairman of the investment committee
17 | CENTENNIAL GOVERNMENT TRUST
TRUSTEES AND OFFICERS Unaudited / Continued
F. William Marshall, Jr., (since 1994) for the Worcester Polytech
Continued 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. Formerly, member of the
investment committee 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.
- --------------------------------------------------------------------------------
INTERESTED The address of Mr. Grabish in the chart below is
TRUSTEE 6803 S. Tucson Way, Centennial, CO 80112-3924.
Mr. Grabish serves for an indefinite term, until
his resignation, retirement, death or removal.
Richard F. Grabish, Senior Vice President, Assistant Director of
Trustee (since 2001) Sales and Marketing (since March 1997), and
Age: 54 Manager of Private Client Services (since June
1985) for A.G. Edwards & Sons, 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 A.G. Edwards Trust Company. Oversees
6 portfolios in the OppenheimerFunds complex.
- --------------------------------------------------------------------------------
OFFICERS The address of the Officers in the chart below
is as follows: for Messrs. Murphy and Zack, 498
Seventh Avenue, New York, NY 10018, for Messrs.
Weiss and Wixted and Ms. Wolf, 6803 S. Tucson
Way, Centennial, CO 80112-3924. Each Officer
serves for an annual term or until his or her
earlier resignation, death or removal.
Barry D. Weiss, Vice President of OppenheimerFunds, Inc. (since
Vice President (since 2001) July 2001); an officer of 6 portfolios in the
Age: 38 OppenheimerFunds complex; formerly Assistant
Vice President and Senior Credit Analyst of
OppenheimerFunds, Inc. (February 2000-June
2001). Prior to joining OppenheimerFunds, Inc.
in February 2000, he was Associate Director,
Structured Finance, Fitch IBCA Inc. (April 1998
- February 2000); and News Director, Fitch
Investors Service (September 1996 - April 1998).
Carol E. Wolf, Senior Vice President (since June 2000) of
Vice President (since 1988) OppenheimerFunds, Inc.; an officer of 6
Age: 51 portfolios in the OppenheimerFunds complex;
formerly Vice President of OppenheimerFunds,
Inc. (June 1990 - June 2000).
John V. Murphy, Director (since November 2001) of the Manager;
President (since 2001) Chairman, Chief Executive Officer and director
Age: 53 (since June 2001) and President (since September
2000) of OppenheimerFunds, Inc.; 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 Share-
holder 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,
18 | CENTENNIAL GOVERNMENT TRUST
John V. Murphy, Inc.; a director (since November 2001) of
Continued 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.
Brian W. Wixted, Senior Vice President and Treasurer (since March
Treasurer (since 1999) 1999) of OppenheimerFunds, Inc.; Treasurer
Age: 43 (since March 1999) of HarbourView Asset
Management Corporation, Shareholder Services,
Inc., Oppenheimer Real Asset Manage- ment
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.
Robert G. Zack, General Counsel (since November 2001) of the
Vice President and Secretary Manager; Senior Vice President (since May 1985)
(since 2001) and General Counsel (since February 2002) of
Age: 54 OppenheimerFunds, Inc.; General Counsel and a
director (since November 2001) of
OppenheimerFunds 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.
The Trust's Statement of Additional Information contains additional information
about the Trust's Trustees and is available without charge upon request.
19 | CENTENNIAL GOVERNMENT TRUST
ITEM 2. CODE OF ETHICS - NOT REQUIRED
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT - NOT REQUIRED
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES - NOT REQUIRED
ITEM 5. RESERVED
ITEM 6. RESERVED
ITEM 7. NOT APPLICABLE
ITEM 8. RESERVED
ITEM 9. CONTROLS AND PROCEDURES
(a) Based on their evaluation of registrant's disclosure controls and
procedures (as defined in rule 30a-2(c) under the Investment Company
Act of 1940 (17 CFR 270.30a-2(c)) as of June 30, 2003, registrant's
principal executive officer and principal financial officer found
registrant's disclosure controls and procedures to be appropriately
designed to ensure that information required to be disclosed by
registrant in the reports that it files under the Securities Exchange
Act of 1934 (a) is accumulated and communicated to registrant's
management, including its principal executive officer and principal
financial officer, to allow timely decisions regarding required
disclosure, and (b) is recorded, processed, summarized and reported,
within the time periods specified in the rules and forms adopted by the
U.S. Securities and Exchange Commission.
(b) There have been no significant changes in registrant's internal
controls or in other factors that could significantly affect
registrant's internal controls subsequent to the date of the most
recent evaluation as indicated, including no significant deficiencies
or material weaknesses that required corrective action.
ITEM 10. EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS)