part c

EX-99 7 partc.htm PART C part c

CENTENNIAL AMERICA FUND, L.P.

FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits

(a) (1) Form of Agreement of Limited Partnership dated April 28, 1987 - See Part B.

(2)(i) Amended and Restated Certificate of Limited Partnership dated June 26, 1990: Previously filed with Registrant's
Post-Effective Amendment dated No. 6, (5/1/91), and refiled with Registrant's Post-Effective Amendment No. 14, (4/17/95),
pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(ii) Certificate of Amendment to Certificate of Limited Partnership dated November 29, 1991: Previously filed with
Registrant's Post-Effective Amendment No 10, (4/30/92), and refiled with Registrant's Post-Effective Amendment No. 14,
(4/17/95), pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(iii) Certificate of Amendment to Certificate of Limited Partnership dated December 17, 1991: Previously filed with
Registrant's Post-Effective Amendment No 10, (4/30/92), and refiled with Registrant's Post-Effective Amendment No. 14,
(4/17/95), pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(iv) Amendment to Certificate of Limited Partnership dated August 30, 1993: Filed with Registrant's
Post-Effective Amendment No 12, (4/15/94), and incorporated herein by reference.

(v) Amendment to Certificate of Limited Partnership dated October 26, 1993: Filed with Registrant's Post-Effective
Amendment No 12, (4/15/94), and incorporated herein by reference.

(vi) Amendment to Certificate of Limited Partnership dated July 1, 1996: Filed with Registrant's Post-Effective Amendment
No 16, (4/23/97), and incorporated herein by reference.

(vii) Amendment to Certificate of Limited Partnership dated October 22, 1996: Filed with Registrant's Post-Effective
Amendment No 16, (4/23/97), and incorporated herein by reference.

(b) Form of Operating Procedures: Previously filed with Post-Effective Amendment No. 6, (5/1/91), and refiled with
Registrant's Post-Effective Amendment No. 14, (4/17/95), pursuant to Item 102 of Regulation S-T, and incorporated herein
by reference.

(d) Investment Advisory Agreement dated November 29, 1990: Previously filed with Post-Effective Amendment No. 5,
(3/4/91), and refiled with Registrant's Post-Effective Amendment No. 14, (4/17/95), pursuant to Item 102 of Regulation
S-T and incorporated herein by reference.

(i) General Distributor's Agreement Centennial Asset Management Corporation dated October 13, 1992: Previously filed with
Registrant's Post Effective Amendment No. 12, (4/15/94), and incorporated herein by reference.

(ii) Sub-Distributor's Agreement between Centennial Asset Management Corporation and OppenheimerFunds Distributor, Inc.
dated May 28, 1993: Previously filed with Post-Effective Amendment No. 34, (4/21/94), to the Registration Statement of
Daily Cash Accumulation Fund and incorporated herein by reference.

(iii) Form of Dealer Agreement of Centennial Asset Management Corporation: Previously filed with Post-Effective Amendment
No. 23 of Centennial Government Trust (Reg. No. 2-75912), (1/1/94), and incorporated herein by reference.

(iv) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Filed with Post-Effective Amendment No. 45 of
Oppenheimer High Yield Fund (Reg. No. 2-62076), (10/26/01), and incorporated herein by reference.

(v) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 45
to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and incorporated herein by
reference.

(vi) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No.
45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and incorporated herein by
reference.

(vii) Form of Trust Company Fund/SERV Purchase Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with
Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076),
10/26/01, and incorporated herein by reference.

(viii) Form of Trust Company Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.

(f) Form of Deferred Compensation Plan for Disinterested Trustees/Directors: Filed with Post-Effective Amendment No.
40 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), (10/27/98), and incorporated herein
by reference.

(g) Global Custodial Services Agreement dated 5/3/01 between Registrant and Citibank, N.A: Previously filed with
Post-Effective Amendment No. 33 to the Registration Statement of Centennial Money Market Trust (Reg. No. 2-65245),
10/25/01, and incorporated herein by reference.

(h) Not applicable.

(i) (i) Opinion and Consent of Counsel dated April 28, 1987: Previously filed with Registrant's Post-Effective
Amendment No. 14, (4/17/95), pursuant to Item 102 of Regulation S-T and incorporated herein by reference.

(ii) Opinion and Consent of Counsel dated May 8, 1987: Previously filed and refiled with Registrant's
Post-Effective Amendment No. 14, (4/17/95), pursuant to Item 102 of Regulation S-T and incorporated herein by reference.

(j) Independent Auditors Consent: Filed herewith.

(k) Not applicable.

Subscription Agreement and Investment Letter: Previously filed with Registrant's Registration Statement and incorporated
herein by reference.

Service Plan and Agreement Between Registrant and Centennial Asset Management Corporation under Rule 12b-1 dated August
24, 1993: Previously filed with Registrant's Post-Effective Amendment No. 12, (4/15/94), and incorporated herein by
reference.

(n) Not applicable.

(o) (i) Powers of Attorney for all Trustees/Directors and Officers except for John V. Murphy (including Certified
Board Resolutions): Previously filed with Pre-Effective Amendment No. 2 to the Registration Statement of Oppenheimer
Select Managers (Reg. 33-49774), 2/8/01, and incorporated herein by reference.

(ii) Power of Attorney for John V. Murphy (including Certified Board Resolution): Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.

(p) Amended Code of Ethics of the Oppenheimer Funds dated March 1, 2000 under Rule 17j-1 of the Investment Company
Act of 1940: Previously filed with the Initial Registration Statement of Oppenheimer Emerging Growth Fund (Reg. No.
333-44176), 8/21/00, and incorporated herein by reference.

Item 24. Persons Controlled by or Under Common Control with the Fund
--------------------------------------------------------------------

None.

Item 25. Indemnification
------------------------

Reference is made to Section 4.14 of Registrant's Agreement of Limited Partnership included in Part B of this
Registration Statement.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to general partners,
officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses incurred or paid by a general partner, officer
or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such
general partner, officer or controlling person, Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication
of such issue.

Item 26 Business and Other Connections of the Investment Adviser
----------------------------------------------------------------

(a) OppenheimerFunds, Inc. is the investment adviser of the Registrant; it and certain subsidiaries and affiliates
act in the same capacity to other investment companies, including without limitation those described in Parts A and B
hereof and listed in Item 26(b) below.

(b) There is set forth below information as to any other business, profession, vocation or employment of a
substantial nature in which each officer and director of OppenheimerFunds, Inc. is, or at any time during the past two
fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or
trustee.

Name and Current Position Other Business and Connections
with OppenheimerFunds, Inc. During the Past Two Years
--------------------------- -------------------------

Timothy L. Abbuhl,
Assistant Vice President None.

Amy B. Adamshick,
Vice President Formerly at Scudder Kemper Investments (July 1998 - May 2000)

Charles E. Albers,
Senior Vice President None.

Edward J. Amberger,
Assistant Vice President None.

Janette Aprilante,
Vice President and Secretary As of January 2002: Secretary of OppenheimerFunds, Distributor, Inc., Centennial Asset
Management Corporation, Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset Management, Inc., Shareholder
Financial Services, Inc., Shareholder Services, Inc.; Assistant Secretary of HarbourView Asset Management Corporation,
OFI Private Investments, Inc., Oppenheimer Trust Company and OAM Institutional, Inc.

Hany S. Ayad,
Assistant Vice President None.

Victor W. Babin,
Senior Vice President None.

Bruce L. Bartlett,
Senior Vice President None.

John Michael Banta,
Assistant Vice President None.

Lerae A. Barela,
Assistant Vice President None.

George Batejan,
Executive Vice President/
Chief Information Officer None.

Kevin Baum,
Vice President None.

Connie Bechtolt,
Assistant Vice President None.

Robert Behal
Assistant Vice President Formerly, Associate Director at MetLife (Jan 2000-May 2000).

Kathleen Beichert,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Erik S. Berg,
Assistant Vice President None.

Rajeev Bhaman,
Vice President None.

Mark Binning,
Assistant Vice President None.

Robert J. Bishop,
Vice President An officer of other Oppenheimer funds.

John R. Blomfield,
Vice President None.

Chad Boll,
Assistant Vice President None

Lowell Scott Brooks,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Richard Buckmaster,
Vice President None.

Bruce Burroughs
Vice President None.

Claudia Calich,
Assistant Vice President None.

Adele A. Campbell,
Assistant Vice President & Assistant
Treasurer: Rochester Division None.

Michael A. Carbuto,
Vice President None

Ronald G. Chibnik,
Assistant Vice President Director of technology for Sapient Corporation (July, 2000-August 2001); software architect for
Sapient Corporation (March 1997-July 2000).

H.C. Digby Clements,
Vice President: Rochester Division None.

Peter V. Cocuzza,
Vice President None.

Julie C. Cusker,
Assistant Vice President:
Rochester Division None.

John Damian,
Vice President Formerly senior analyst/director for Citigroup Asset Management (November 1999-September 2001).

O. Leonard Darling,
Vice Chairman, Executive Vice
President, Chief Investment
Officer and Director Chairman of the Board and a director (since June 1999) and Senior Managing Director (since
December 1998) of HarbourView Asset Management Corporation; a director (since July 2001) of Oppenheimer Acquisition
Corp.; a director (since March 2000) of OFI Private Investments, Inc.; Chairman of the Board, Senior Managing Director
and director (since February 2001) of OAM Institutional, Inc.; Trustee (since 1993) of Awhtolia College - Greece.

John M. Davis,
Assistant Vice President Assistant Vice President of OppenheimerFunds Distributor, Inc.

Robert A. Densen,
Senior Vice President None.

Ruggero de'Rossi,
Vice President Formerly Chief Strategist at ING Barings (July
1998 - March 2000).

Craig P. Dinsell,
Executive Vice President None.

Randall C. Dishmon,
Assistant Vice President Associate with Booz Allen & Hamilton (1998-June 2001).

Rebecca K. Dolan
Vice President None.

Steven D. Dombrower,
Vice President Vice President of OppenheimerFunds, Inc.

Bruce C. Dunbar,
Vice President None.

Richard Edmiston,
Assistant Vice President None.

Daniel R. Engstrom,
Assistant Vice President None.

Armand B. Erpf,
Assistant Vice President None.

George R. Evans,
Vice President None.

Edward N. Everett,
Vice President None.

George Fahey,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Scott T. Farrar,
Vice President Assistant Treasurer of Oppenheimer Millennium Funds plc; an officer of other Oppenheimer funds.

Katherine P. Feld,
Vice President, Senior Counsel Vice President OppenheimerFunds, Distributor, Inc.; Vice President, Assistant
Secretary and Director of Centennial Asset Management Corporation; Vice President of Oppenheimer Real Asset Management,
Inc.

Ronald H. Fielding,
Senior Vice President;
Chairman: Rochester Division Vice President of OppenheimerFunds Distributor, Inc.; Director of ICI Mutual Insurance
Company; Governor of St. John's College; Chairman of the Board of Directors of International Museum of Photography at
George Eastman House.

Paul Fitzsimmons,
Assistant Vice President None.

P. Lyman Foster,
Senior Vice President Senior Vice President of OppenheimerFunds Distributor, Inc. Formerly Vice President of
Prudential Investments (August 1999-April 2000).

David Foxhoven,
Assistant Vice President Assistant Vice President of OppenheimerFunds Legacy Program.

Colleen M. Franca,
Assistant Vice President None.

Crystal French,
Vice President None.

Dan P. Gangemi,
Vice President None.

Dan Gagliardo,
Assistant Vice President Formerly Assistant Vice President at Mitchell Hutchins (January 2000-October 2000).

Subrata Ghose,
Assistant Vice President Formerly equity analyst at Fidelity Investments (1995 - March 2000).

Charles W. Gilbert,
Assistant Vice President None.

Alan C. Gilston,
Vice President None.

Jill E. Glazerman,
Vice President None.

Paul M. Goldenberg,
Vice President None.

Mike Goldverg,
Assistant Vice President None.

Laura Granger,
Vice President Formerly a portfolio manager at Fortis Advisors (July 1998-October 2000).

Jeremy H. Griffiths,
Executive Vice President,
Chief Financial Officer and
Director Chief Financial Officer, Treasurer and director of Oppenheimer Acquisition Corp.; Executive Vice President of
HarbourView Asset Management Corporation; President and director of OppenheimerFunds International Ltd.; President. Chief
Executive Officer, Chairman of the Board and director of Oppenheimer Trust Company; director of Trinity Investment
Management Corp., Secretary/Treasurer of OppenheimerFunds Legacy Program (a Colorado non-profit corporation); Executive
Vice President of OFI Private Investments, Inc.; Executive Vice President of OAM Institutional, Inc. and a Member and
Fellow of the Institute of Chartered Accountants.

Robert Grill,
Senior Vice President None.

Robert Guy,
Senior Vice President None.

David Hager,
Vice President None.

Robert Haley,
Assistant Vice President None.

Marilyn Hall,
Vice President None.

Kelly Haney,
Assistant Vice President None.

Thomas B. Hayes,
Vice President None.

Dorothy F. Hirshman,
Vice President None.

Merryl I. Hoffman,
Vice President and Senior Counsel As of December 2001: Secretary of HarbourView Asset Management Corporation, OFI
Private Investments, Inc. and OAM Institutional, Inc.; Assistant Secretary of OppenheimerFunds Legacy Program.

Merrell I. Hora,
Vice President None.

Scott T. Huebl,
Vice President Assistant Vice President of OppenheimerFunds Legacy Program.

Margaret Hui,
Assistant Vice President None.

James G. Hyland,
Assistant Vice President None.

Steve P. Ilnitzki,
Senior Vice President Formerly Vice President of Product Management at Ameritrade (until March 2000).

Kathleen T. Ives,
Vice President and Assistant Counsel Vice President of OppenheimerFunds Distributor, Inc.; Assistant Secretary of
Shareholder Financial Services, Inc. and OppenheimerFunds Legacy Program; Vice President and Assistant Secretary of
Shareholder Services, Inc.; an officer of other Oppenheimer funds.

William Jaume,
Vice President Senior Vice President and Chief Compliance Officer (since April 2000) of HarbourView Asset Management
Corporation; and of OAM Institutional, Inc. (since February 2001).

Frank V. Jennings,
Vice President None.

John Jennings,
Vice President None.

Lewis A. Kamman,
Vice President None.

Jennifer E. Kane,
Assistant Vice President None.

Lynn O. Keeshan,
Senior Vice President None.

Thomas W. Keffer,
Senior Vice President None.

Cristina J. Keller,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Michael Keogh,
Vice President None.

Michael P. Kirkpatrick,
Assistant Vice President None.

Garrett K. Kolb,
Assistant Vice President None.

Teresa Kong,
Assistant Vice President None.

Walter G. Konops,
Assistant Vice President None.

Avram D. Kornberg,
Senior Vice President None.

James Kourkoulakos,
Vice President. None.

Joseph Krist,
Assistant Vice President None.

Guy E. Leaf,
Vice President Vice President of Merrill Lynch (January 2000-September 2001.

Christopher M. Leavy,
Senior Vice President Formerly Vice President and portfolio manager at Morgan Stanley Investment Management
(1997-September 2000).

Dina C. Lee,
Assistant Vice President and
Assistant Counsel Formerly an attorney with Van Eck Global (until December 2000).

Laura Leitzinger,
Vice President Vice President of Shareholder Financial Services, Inc.

Michael S. Levine,
Vice President None.

Gang Li,
Assistant Vice President None.

Shanquan Li,
Vice President None.

Mitchell J. Lindauer,
Vice President and Assistant
General Counsel None.

Bill Linden,
Assistant Vice President None.

Malissa B. Lischin,
Assistant Vice President Assistant Vice President of OppenheimerFunds Distributor, Inc Formerly an associate manager
with Investment Management Analyst at Prudential (1996 - March 2000).

Reed Litcher,
Vice President None.

David P. Lolli,
Assistant Vice President None.

Daniel G. Loughran
Vice President: Rochester Division None.

Patricia Lovett,
Vice President Vice President of Shareholder Financial Services, Inc. and Senior Vice President of Shareholder
Services, Inc.

David M. Mabry,
Vice President Vice President of Oppenheimer Trust Company.

Steve Macchia,
Vice President None.

Marianne Manzolillo,
Assistant Vice President Formerly Vice President for DLJ High Yield Research Department (February 1993 - July 2000).

Philip T. Masterson,
Vice President and
Assistant Counsel None.

Lisa Migan,
Assistant Vice President None.

Andrew J. Mika,
Senior Vice President None.

Joy Milan,
Vice President None.

Denis R. Molleur,
Vice President and
Senior Counsel An officer of other Oppenheimer funds.

Nikolaos D. Monoyios,
Vice President None.

John Murphy,
Chairman, President, Chief Executive
Officer and Director Director of OppenheimerFunds Distributor, Inc., President of Centennial Asset Management
Corporation, HarbourView Asset Management Corporation, Trinity Investments Management Corporation, OFI Private
Investments, Inc., OAM Institutional, Inc. and Tremont Advisers, Inc.; President and Director of Oppenheimer Acquisition
Corp., Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset Management, Inc.; Chairman and Director of
Shareholder Financial Services, Inc. and Shareholder Services, Inc.; President and a trustee of other Oppenheimer funds;
Executive Vice President of MassMutual Life Insurance Company; director of DLB Acquisition Corp.

Thomas J. Murray,
Vice President None.

Kenneth Nadler,
Vice President None.

David Negri,
Senior Vice President Senior Vice President of HarbourView Asset Management Corporation.

Richard Nichols,
Vice President None.

Barbara Niederbrach,
Assistant Vice President None.

Robert A. Nowaczyk,
Vice President None.

Raymond C. Olson,
Assistant Vice President Assistant Vice President and Treasurer of OppenheimerFunds Distributor, Inc.; Treasurer of
Centennial Asset Management Corporation.

Mark Paris,
Assistant Vice President None.

Frank J. Pavlak,
Vice President None.

David P. Pellegrino,
Vice President None.

Allison C. Pells,
Assistant Vice President None.

James F. Phillips,
Vice President None.

Raghaw Prasad,
Assistant Vice President

Jane C. Putnam,
Vice President None.

Michael E. Quinn,
Vice President None.

Julie S. Radtke,
Vice President None.

Norma J. Rapini,
Assistant Vice President:
Rochester Division None.

Thomas P. Reedy,
Vice President Vice President (since April 1999) of HarbourView Asset Management Corporation.

Kristina Richardson,
Assistant Vice President None.

David Robertson,
Senior Vice President Senior Vice President of OppenheimerFunds Distributor, Inc. Formerly Director of Sales &
Marketing at Schroder Investment Management North America (March 1998-March 2000).

Rob Robis,
Assistant Vice President None.

Antoinette Rodriguez,
Assistant Vice President None.

Jeffrey S. Rosen,
Vice President None.

Richard H. Rubinstein,
Senior Vice President None.

James H. Ruff,
Executive Vice President President and director of OppenheimerFunds Distributor, Inc. and Centennial Asset Management
Corporation; Executive Vice President of OFI Private Investments, Inc.

Andrew Ruotolo
Executive Vice President President and director of Shareholder Services, Inc. and Shareholder Financial Services, Inc.

Rohit Sah,
Assistant Vice President None.

Valerie Sanders,
Vice President None.

Jeffrey R. Schneider,
Vice President None.

Ellen P. Schoenfeld,
Vice President None.

Scott A. Schwegel,
Assistant Vice President None.

Allan P. Sedmak
Assistant Vice President None.

Jennifer L. Sexton,
Vice President Vice President of OFI Private Investments, Inc.

Martha A. Shapiro,
Vice President None.

Steven J. Sheerin,
Vice President Formerly consultant with Pricewaterhouse Coopers (November 2000-May 2001) prior to which he was a Vice
President of Merrill Lynch Pierce Fenner & Smith, Inc. (July 1998-October 2000).

Bonnie Sherman,
Assistant Vice President None.

David C. Sitgreaves,
Assistant Vice President None.

Enrique H. Smith,
Assistant Vice President Formerly a business analyst with Goldman Sachs (August 1999-August 2001).

Richard A. Soper,
Vice President None.

Louis Sortino,
Assistant Vice President:
Rochester Division None.

Keith J. Spencer,
Vice President None.

Cathleen R. Stahl,
Assistant Vice President Assistant Vice President and Manager of Women & Investing Program.

Richard A. Stein,
Vice President: Rochester Division None.

Arthur P. Steinmetz,
Senior Vice President Senior Vice President of HarbourView Asset Management Corporation.

Jayne M. Stevlingson,
Vice President None.

Gregory J. Stitt,
Vice President None.

John P. Stoma,
Senior Vice President Senior Vice President of OppenheimerFunds Distributor, Inc.

Wayne Strauss,
Assistant Vice President:
Rochester Division None.

Michael Stricker,
Vice President

Deborah A. Sullivan,
Assistant Vice President,
Assistant Counsel Since December 2001, Secretary of Oppenheimer Trust Company. Formerly, Associate General Counsel, Chief
Compliance Officer, Corporate Secretary and Vice President of Winmill & Co. Inc. (formerly Bull & Bear Group, Inc.), CEF
Advisers, Inc. (formerly Bull & Bear Advisers, Inc.), Investor Service Center, Inc. and Midas Management Corporation
(November 1997 - March 2000).

Mary Sullivan,
Assistant Vice President None.

Kevin L. Surrett,
Assistant Vice President None.

Susan B. Switzer,
Vice President None.

Anthony A. Tanner,
Vice President: Rochester Division None.

Paul Temple,
Vice President

Eamon Tubridy,
Assistant Vice President None.

James F. Turner,
Vice President Formerly portfolio manager for Technology Crossover Ventures (May 2000-March 2001); Assistant Vice
President and Associate Portfolio Manager (August 1999-May 2000) for OppenheimerFunds, Inc.

Cameron Ullyat,
Assistant Vice President None.

Mark S. Vandehey,
Vice President Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and
Shareholder Services, Inc.

Maureen Van Norstrand,
Assistant Vice President None.

Phillip F. Vottiero,
Vice President None.

Samuel Sloan Walker,
Vice President Vice President of HarbourView Asset Management Corporation.

Teresa M. Ward,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Darrin L. Watts,
Assistant Vice President None.

Jerry A. Webman,
Senior Vice President Senior Vice President of HarbourView Asset Management Corporation.

Christopher D. Weiler,
Assistant Vice President:
Rochester Division None.

Barry D. Weiss,
Vice President None.

Christine Wells,
Vice President None.

Joseph J. Welsh,
Vice President None.

Catherine M. White,
Assistant Vice President Assistant Vice President of OppenheimerFunds Distributor, Inc. Formerly, Assistant Vice
President with Gruntal & Co. LLC (September 1998 - October 2000); member of the American Society of Pension Actuaries
(ASPA) since 1995.

William L. Wilby,
Senior Vice President Senior Vice President (since May 1999) of HarbourView Asset Management Corporation.

Donna M. Winn,
Senior Vice President President, Chief Executive Officer and Director of OFI Private Investments, Inc.; Director and
President of OppenheimerFunds Legacy Program; Senior Vice President of OppenheimerFunds Distributor, Inc.

Kenneth Winston,
Senior Vice President Principal at Richards & Tierney, Inc. (until June 2001).

Brian W. Wixted,
Senior Vice President and
Treasurer Treasurer of HarbourView Asset Management Corporation; OppenheimerFunds International Ltd., Oppenheimer
Partnership Holdings, Inc., Oppenheimer Real Asset Management Corporation, Shareholder Services, Inc., Shareholder
Financial Services, Inc., OFI Private Investments, Inc. and OAM Institutional, Inc.; Treasurer and Chief Financial
Officer of Oppenheimer Trust Company; Assistant Treasurer of Oppenheimer Acquisition Corp. and OppenheimerFunds Legacy
Program; an officer of other Oppenheimer funds.

Carol Wolf,
Senior Vice President An officer of certain Oppenheimer funds; serves on the Board of Chinese Children Adoption
International Parents Council, Supporters of Children, and the Advisory Board of Denver Children's Hospital Oncology
Department.

Kurt Wolfgruber,
Senior Vice President Director of Tremont Advisers, Inc. (as of January 2002).

Caleb C. Wong,
Vice President None.

Edward C. Yoensky,
Assistant Vice President None.

Robert G. Zack
Senior Vice President and
General Counsel General Counsel and Director of OppenheimerFunds Distributor, Inc.; General Counsel of Centennial Asset
Management Corporation; Senior Vice President and General Counsel of HarbourView Asset Management Corporation and OAM
Institutional, Inc.; Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc.,
Shareholder Services, Inc., OFI Private Investments, Inc. and Oppenheimer Trust Company; Vice President and Director of
Oppenheimer Partnership Holdings, Inc.; Secretary of OAC Acquisition Corp.; Director and Assistant Secretary of
OppenheimerFunds International Ltd.; Director of Oppenheimer Real Asset Management, Inc.; Vice President of
OppenheimerFunds Legacy Program; an officer of other Oppenheimer funds.

Jill Zachman,
Vice President: Rochester Division None.

Neal A. Zamore,
Vice President Formerly (until May 2000) Vice President at GE Capital.

Mark D. Zavanelli,
Vice President None.

Alex Zhou,
Assistant Vice President None.

Arthur J. Zimmer,
Senior Vice President Senior Vice President (since April 1999) of HarbourView Asset Management Corporation.

Susan Zimmerman,
Vice President None.

The Oppenheimer Funds include the following:

Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (Rochester Portfolio Series)
Oppenheimer Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Concentrated Growth Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Intermediary Municipal Fund (a series of Oppenheimer Municipal Fund)
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Growth & Income Fund (a series of Oppenheimer Main
Street Funds, Inc.
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multiple Strategies Fund
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust (3 series):
Oppenheimer New Jersey Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Rochester National Municipals
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Small Cap Value Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Managers (6 series):
Gartmore Millennium Growth Fund II
Jennison Growth Fund
Mercury Advisors Focus Growth Fund
Mercury Advisors S&P 500 Index Fund
QM Active Balanced Fund
Salomon Brothers Capital Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):
Oppenheimer Disciplined Allocation Fund
Oppenheimer Value Fund
Oppenheimer Special Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer Trinity Core Fund
Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (10 series):
Oppenheimer Aggressive Growth Fund/VA
Oppenheimer Bond Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Global Securities Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Main Street Growth & Income Fund/VA
Oppenheimer Main Street Small Cap Fund/VA
Oppenheimer Money Fund/VA
Oppenheimer Multiple Strategies Fund/VA
Oppenheimer Strategic Bond Fund/VA
Panorama Series Fund, Inc. (4 series):
Growth Portfolio
Government Securities Portfolio
International Growth Fund/VA
Total Return Portfolio
Rochester Fund Municipals

The address of the Oppenheimer funds listed above, Shareholder Financial Services, Inc., Shareholder Services, Inc.,
OppenheimerFunds Services, Centennial Asset Management Corporation, Centennial Capital Corp., Oppenheimer Real Asset
Management, Inc. and OppenheimerFunds Legacy Program is 6803 South Tucson Way, Englewood, Colorado 80112.

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corp.,
Oppenheimer Partnership Holdings, Inc., Oppenheimer Acquisition Corp., OFI Private Investments, Inc., OAM Institutional,
Inc. and Oppenheimer Trust Company is 498 Seventh Avenue, New York, New York 10018.

The address of Tremont Advisers, Inc. is 555 Theodore Fremd Avenue, Suite 206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is Bloc C, Irish Life Center, Lower Abbey Street, Dublin 1, Ireland.

The address of Trinity Investment Management Corporation is 301 North Spring Street, Bellefonte, Pennsylvania 16823.

Item 27. Principal Underwriter

(a) Centennial Asset Management Corporation is the Distributor of Registrant's shares. It is also the Distributor of
each of the other registered open-end investment companies for which Centennial Asset Management Corporation is the
investment adviser, as described in Part A and B of this Registration Statement and listed in Item 26(b) above.

(b) The directors and officers of the Registrant's principal underwriter are:

Name & Principal Positions & Offices Positions & Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------

Robert Agan(1) Vice President None

Janette Aprilante(1) Secretary None

Katherine P. Feld(1) Director, Vice President Assistant Secretary
& Assistant Secretary

John V. Murphy(1) Director None

Raymond C. Olson(2) Treasurer None

James H. Ruff(1) President & Director None

Mark Vandehey(2) Vice President None

Robert G. Zack(1) General Counsel Vice President
& Secretary

(1)498 Seventh Avenue, New York, NY 10018
(2)6803 South Tucson Way, Englewood, CO 80112

Item 28. Location of Accounts and Records

The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the
Investment Company Act of 1940 and rules promulgated thereunder are in the possession of OppenheimerFunds, Inc. at its
offices at 6803 South Tucson Way, Englewood, Colorado 80112.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant
certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Arapahoe and State of Colorado on the 26th day of April, 2002.

CENTENNIAL AMERICA FUND, L.P.

By: /s/ James C. Swain *
--------------------------------
James C. Swain, Chairman

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the
following persons in the capacities on the dates indicated:

Signatures Title Date
---------- ----- ----

/s/ James C. Swain* Chairman of the Board of April 26, 2002
------------------------------------- Managing General Partners,
James C. Swain Principal Executive Officer &
Managing General Partner

/s/ John V. Murphy* President April 26, 2002
-------------------------------------
John V. Murphy

/s/ Brian W. Wixted* Treasurer and Principal April 26, 2002
------------------------------------- Financial and Accounting
Brian W. Wixted Officer

/s/ Robert G. Avis* Managing General Partner April 26, 2002
-------------------------------------
Robert G. Avis

/s/ Sam Freedman* Managing General Partner April 26, 2002
-------------------------------------
Sam Freedman

/s/ C. Howard Kast* Managing General Partner April 26, 2002
-------------------------------------
C. Howard Kast

/s/ Robert M. Kirchner* Managing General Partner April 26, 2002
-------------------------------------
Robert M. Kirchner

*By: /s/ Robert G. Zack
---------------------------------------------
Robert G. Zack, Attorney-in-Fact

CENTENNIAL AMERICA FUND, L.P.

Registration No. 33-12463

Post-Effective Amendment No. 22

Exihibit Index

Exhibit No. Description
----------- -----------

23(c) Specimen Share Certificate

23 (j) Independent Auditors' Consent