No. 2-69653
                                                             File No. 811-3104

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933                                                                [X]

Pre-Effective Amendment No. _____                                        [   ]


Post-Effective Amendment No. 43                                            [X]


                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940                                                                [X]


Amendment No. 40                                                           [X]


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                         CENTENNIAL TAX EXEMPT TRUST
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              (Exact Name of Registrant as Specified in Charter)

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              6803 South Tucson Way, Centennial, Colorado 80112
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             (Address of Principal Executive Offices) (Zip Code)

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                                1.303.768.3200
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             (Registrant's Telephone Number, including Area Code)

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                             Robert G. Zack, Esq.
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                            OppenheimerFunds, Inc.
        225 Liberty Street, 11th Floor, New York, New York 10281-1008
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                   (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):


[X]   Immediately upon filing pursuant to paragraph (b)
[   ] On _____________pursuant to paragraph (b)
[   ] 60 days after filing pursuant to paragraph (a)(1)
[   ] On _______________pursuant to paragraph (a)(1)
[   ] 75 days after filing pursuant to paragraph (a)(2)
[   ] On _______________ pursuant to paragraph (a)(2) of Rule 485


If appropriate, check the following box:

[   ] This  post-effective  amendment  designates a new  effective  date for a
previously filed post-effective amendment.

Centennial Tax Exempt Trust

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Prospectus dated October 14, 2005

                                         Centennial Tax Exempt Trust is a money
                                         market mutual fund.  It seeks the
                                         maximum short-term interest income
                                         exempt from federal income taxes that
                                         is consistent with low capital risk
                                         and the maintenance of liquidity. The
                                         Trust invests in short-term,
                                         high-quality "money market" securities.

                                         This Prospectus contains important
                                         information about the Trust's
                                         objective, its investment policies,
                                         strategies and risks.  It also
                                         contains important information about
As with all mutual funds, the            how to buy and sell shares of the
Securities and Exchange Commission has   Trust and other account features.
not approved or disapproved the Trust's  Please read this Prospectus carefully
securities nor has it determined that    before you invest and keep it for
this Prospectus is accurate or           future reference about your account.
complete.  It is a criminal offense to
represent otherwise.
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2

CONTENTS

                  A B O U T  T H E  T R U S T

                  The Trust's Investment Objective and Strategies

                  Main Risks of Investing in the Trust

                  The Trust's Past Performance

                  Fees and Expenses of the Trust

                  About the Trust's Investments

                  I N V E S T I N G  I N  T H E  T R U S T S

                  This section applies to the prospectuses of Centennial Money
                  Market Trust, Centennial Tax Exempt Trust and Centennial
                  Government Trust

                  How the Trusts are Managed

                  How to Buy Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Sell Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends, Capital Gains and Taxes

                  Financial Highlights












                                         23
A B O U T  T H E  T R U S T

The Trust's Investment Objective and Strategies

WHAT IS THE TRUST'S INVESTMENT OBJECTIVE?  The Trust seeks the maximum short-term
interest income exempt from federal income taxes that is consistent with low
capital risk and the maintenance of liquidity.

WHAT DOES THE TRUST MAINLY INVEST IN? The Trust is a money market fund.  It invests
in a variety of high-quality money market instruments to seek income.  Money market
instruments are short-term, U.S. dollar denominated debt instruments issued by the
U.S. government, state governments, domestic and foreign corporations and financial
institutions and other entities.  They include, for example, municipal securities,
bank obligations, repurchase agreements, commercial paper, other corporate debt
obligations and government debt obligations.  To be considered "high-quality,"
generally they must be rated in one of the two highest credit-quality categories
for short-term securities by nationally recognized rating services.  If unrated, a
security must be determined by the Trust's investment manager to be of comparable
quality to rated securities.

      The Trust normally invests 100% of its assets in municipal securities. As a
fundamental policy, the Trust will invest under normal circumstances at least 80%
of its net assets (plus any borrowings for investment purposes) in securities
investments the income from which is exempt from federal income taxes. Securities
that generate income that is subject to alternative minimum taxes will not count
towards that 80% threshold. The balance of the Trust's assets can be invested in
investments the income from which may be taxable.  The Trust will not invest more
than 20% of its net assets in municipal securities the income on which may be a tax
preference item that would increase an individual investor's alternative minimum
tax.

WHO IS THE TRUST DESIGNED FOR? The Trust is designed for investors who are seeking
income that is exempt from Federal income taxes at current money market rates while
preserving the value of their investment, because the Trust tries to keep its share
price stable at $1.00.  Income on money market instruments tends to be lower than
income on longer-term debt securities, so the Trust's yield will likely be lower
than the yield on longer-term fixed income funds.  The Trust does not invest for
the purpose of seeking capital appreciation or gains and is not a complete
investment program.

Main Risks of Investing in the Trust

      All investments carry risks to some degree.  Funds that invest in debt
obligations for income may be subject to credit risks and interest rate risks.
There are risks that any of the Trust's holdings could have its credit rating
downgraded, or the issuer could default, or that interest rates could rise sharply,
causing the value of the Trust's securities (and its share price) to fall.  As a
result, there is a risk that the Trust's shares could fall below $1.00 per share.
If there is a high redemption demand for the Trust's shares that was not
anticipated, portfolio securities might have to be sold prior to their maturity at
a loss. Also, there is the risk that the value of your investment could be eroded
over time by the effects of inflation, and that poor security selection could cause
the Trust to underperform other funds with similar objectives.







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An investment in the Trust is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.  Although the Trust seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Trust.
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The Trust's Past Performance

The bar chart and table below show how the Trust's returns may vary over time, by
showing changes in the Trust's performance from year to year for the last 10
calendar years and average annual total returns for the 1-, 5- and 10- year
periods. Variability of returns is one measure of the risks of investing in a money
market fund.  The Trust's past investment performance does not predict how the
Trust will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for annual total return data for bar chart.]


For the period from 1/1/05 through 9/30/05 the cumulative total return (not
annualized) was 1.27%.
During the period shown in the bar chart, the highest return (not annualized) for a
calendar quarter was 0.91% (4th Q '00) and the lowest return for a calendar quarter
(not annualized) was 0.08% (3rd Q '03).


Average Annual Total Returns
for the periods ended December 31,    1 Year         5 Years       10 Years
2004
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                                      ---------------              --------------
Centennial Tax Exempt Trust           0.59%          1.49%         2.25%
(inception 9/8/81)
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The returns in the table measure the performance of a hypothetical account and
assume that all dividends have been reinvested in additional shares.

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The total returns are not the Trust's current yield. The Trust's yield more closely
reflects the Trust's current earnings.  To obtain the Trust's current seven day
yield, please call the Transfer Agent toll-free at 1.800.525.9310.
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Fees and Expenses of the Trust

The Trust pays a variety of expenses directly for management of its assets,
administration and other services.  Those expenses are subtracted from the Trust's
assets to calculate the Trust's net asset value per share. All shareholders
therefore pay those expenses indirectly. The following tables are meant to help you
understand the fees and expenses you may pay if you buy and hold shares of the
Trust. The numbers below are based upon the Trust's expenses during its fiscal year
ended June 30, 2005.

SHAREHOLDER FEES.  The Trust does not charge any initial sales charge to buy shares
or to reinvest dividends.  There are no exchange fees or redemption fees and no
contingent deferred sales charges (unless you buy Trust shares by exchanging Class
A shares of other eligible funds that were purchased subject to a contingent
deferred sales charge, as described in "How to Sell Shares").







Annual Trust Operating Expenses (deducted from Trust assets):
(% of average daily net assets)

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 Management Fees                              0.42%
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 Distribution and/or Service (12b-1) Fees     0.20%
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 Other Expenses                               0.05%
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 Total Annual Operating Expenses              0.67%
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Expenses may vary in future years. "Other Expenses" include transfer agent fees,
custodial expenses, and accounting and legal expenses the Trust pays.  The Transfer
Agent has voluntarily undertaken to the Trust to limit the transfer agent fees to
0.35% of average daily net assets per fiscal year.  That undertaking may be amended
or withdrawn at any time. For the Trust's fiscal year ended June 30, the transfer
agent fees did not exceed the expense limitation described above. The Manager
voluntarily paid a one-time reimbursement of Trust expenses.  After the waiver the
actual "Other Expenses" and "Total Annual Operating Expenses" as a percentage of
average net assets were 0.03% and 0.65%.


EXAMPLE. The following example is intended to help you compare the cost of
investing in the Trust with the cost of investing in other mutual funds.  The
example assumes that you invest $10,000 in shares of the Trust for the time periods
indicated and reinvest your dividends and distributions. The example also assumes
that your investment has a 5% return each year and that the Trust's operating
expenses remain the same.  Your actual costs may be higher or lower, because
expenses will vary over time. Based on these assumptions your expenses would be as
follows, whether or not you redeem your investment at the end of each period:

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  1 year              3 years            5 years            10 years
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  $68                 $214               $373               $835
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About the Trust's Investments

THE TRUST'S PRINCIPAL INVESTMENT POLICIES AND RISKS.  The Trust invests in money
market instruments meeting quality, maturity and diversification standards
established by its Board of Trustees as well as rules that apply to money market
funds under the Investment Company Act of 1940.  The Statement of Additional
Information contains more detailed information about the Trust's investment
policies and risks.

      The Trust's investment manager, Centennial Asset Management Corporation
(referred to in this Prospectus as the Manager), tries to reduce risks by
diversifying investments and by carefully researching securities before they are
purchased. The rate of the Trust's income will vary, generally reflecting changes
in overall short-term interest rates. There is no assurance that the Trust will
achieve its investment objective.

What Does the Trust Invest In?  Money market instruments are high-quality,
      short-term debt instruments.  They may have fixed, variable or floating
      interest rates. All of the Trust's money market instruments must meet the
      special diversification, quality and maturity requirements set under the
      Investment Company Act and the special procedures set by the Board described
      briefly below.  The following is a brief description of the types of money
      market instruments the Trust can invest in.

   o  Municipal Securities.  The Trust buys municipal bonds and notes, tax-exempt
      commercial paper, certificates of participation in municipal leases and other
      debt obligations.  These are debt obligations issued by the governments of
      states, their political subdivisions (such as cities, towns and counties), or
      the District of Columbia, or by their agencies, instrumentalities and
      authorities, if the interest paid on the security is not subject to federal
      individual income tax in the opinion of bond counsel to the issuer.  All of
      these types of debt obligations are referred to as "municipal securities" in
      this Prospectus.

o     Other Money Market Instruments. Up to 20% of the Trust's assets can be
      invested in investments, the income from which may be taxable.  The Trust's
      taxable investments include repurchase agreements, municipal securities
      issued to benefit a private user and certain temporary investments.  These
      investments are described below under "Other Investment Strategies" or in the
      Statement of Additional Information.  Normally, the Trust will not invest
      more than 20% of its total assets in taxable investments.

         Additionally, the Trust can buy other money market instruments that the
      Manager approves under procedures adopted by its Board of Trustees from time
      to time.  They must be U.S. dollar-denominated short-term investments that
      the Manager determines to have minimal credit risks.

What Standards Apply to the Trust's Investments? Money market instruments are
      subject to credit risk, the risk that the issuer might not make timely
      payments of interest on the security or repay principal when it is due. The
      Trust can buy only those instruments that meet standards set by the
      Investment Company Act for money market funds and procedures adopted by the
      Board of Trustees.  The Trust's Board of Trustees has adopted procedures to
      evaluate securities for the Trust's portfolio and the Manager has the
      responsibility to implement those procedures when selecting investments for
      the Trust.

In general, the Trust buys only high-quality investments that the Manager believes
present minimal credit risk at the time of purchase.  "High-quality" investments
are:
o     rated in one of the two highest short-term rating categories of two national
      rating organizations, or
o     rated by one rating organization in one of its two highest rating categories
      (if only one rating organization has rated the investment), or
o     unrated investments that the Manager determines are comparable in quality to
      the two highest rating categories.

      The procedures also limit the amount of the Trust's assets that can be
invested in the securities of any one issuer (other than the U.S. government, its
agencies and instrumentalities), to spread the Trust's investment risks. The Trust
must also maintain an average portfolio maturity of not more than 90 days, to
reduce interest rate risks.  Additionally, the remaining maturity of any single
portfolio investment may not exceed the maximum time permitted under Rule 2a-7
(currently 397 days).

Can the Trust's Investment Objective and Policies Change?  The Trust's Board can
      change non-fundamental policies without shareholder approval, although
      significant changes will be described in amendments to this Prospectus.
      Fundamental policies cannot be changed without the approval of a majority of
      the Trust's outstanding voting shares.  The Trust's investment objective is a
      fundamental policy.  Some investment restrictions that are fundamental
      policies are listed in the Statement of Additional Information. An investment
      policy is not fundamental unless this Prospectus or the Statement of
      Additional Information says that it is.

OTHER INVESTMENT STRATEGIES.  To seek its objective, the Trust can use the
investment techniques and strategies described below.  The Trust might not always
use all of them.  These techniques have risks.  The Statement of Additional
Information contains more information about some of these practices, including
limitations on their use that are designed to reduce the overall risks.

Floating Rate/Variable Rate Notes.  The Trust can purchase investments with
      floating or variable interest rates.  Variable rates are adjustable at stated
      periodic intervals.  Floating rates are adjusted automatically according to a
      specified market rate or benchmark for such investment, such as the prime
      rate of a bank.  If the maturity of an investment is greater than the maximum
      time permitted under Rule 2a-7 (currently 397 days), it can be purchased if
      it has a demand feature.  That feature must permit the Trust to recover the
      principal amount of the investment on not more than 30 days' notice at any
      time, or at specified times not exceeding the maximum time permitted under
      Rule 2a-7 (currently 397 days) from the date of purchase.

"When-Issued" and "Delayed-Delivery" Transactions.  The Trust can purchase
      municipal securities on a "when-issued" basis and can purchase or sell such
      securities on a "delayed-delivery" basis. These terms refer to securities
      that have been created and for which a market exists, but which are not
      available for immediate delivery.  The Trust does not intend to make such
      purchases for speculative purposes.  During the period between the purchase
      and settlement, no payment is made for the security and no interest accrues
      to the buyer from the investment. There is a risk of loss to the Trust if the
      value of the security declines prior to the settlement date.

Municipal Lease Obligations.  Municipal leases are used by state and local
      governments to obtain funds to acquire land, equipment or facilities.  The
      Trust can invest in certificates of participation that represent a
      proportionate interest in payments made under municipal lease obligations.
      If the government stops making payments or transfers its payment obligations
      to a private entity, the obligation could lose value or become taxable.  Some
      of these obligations might not have an active trading market and would be
      subject to the Trust's limits on "illiquid" securities described below.  From
      time to time the Trust can invest more than 5% of its net assets in municipal
      lease obligations that the Manager has determined to be liquid under
      guidelines set by the Trust's Board of Trustees.

Repurchase Agreements.  The Trust can enter into repurchase agreements.  In a
      repurchase transaction, the Trust buys a security and simultaneously sells it
      to the vendor for delivery at a future date.  Repurchase agreements must be
      fully collateralized.  However, if the vendor fails to pay the resale price
      on the delivery date, the Trust may incur costs in disposing of the
      collateral and may experience losses if there is any delay in its ability to
      do so. The Trust will not enter into repurchase transactions that will cause
      more than 10% of the Trust's net assets to be subject to repurchase
      agreements having a maturity beyond seven days. There is no limit on the
      amount of the Trust's net assets that can be subject to repurchase agreements
      of seven days or less.  Income earned on repurchase transactions is not tax
      exempt and accordingly, under normal market conditions, the Trust will limit
      its investments in repurchase transactions to 20% of its total assets.

Illiquid and Restricted Securities.  Investments may be illiquid because they do
      not have an active trading market, making it difficult to value them or
      dispose of them promptly at an acceptable price.  Restricted securities may
      have terms that limit their resale to other investors or may require
      registration under applicable securities laws before they may be sold
      publicly.  The Trust will not invest more than 10% of its net assets in
      illiquid securities.  That limit does not apply to certain restricted
      securities that are eligible for resale to qualified institutional purchasers
      or purchases of commercial paper that may be sold without registration under
      the federal securities laws. The Manager monitors holdings of illiquid
      securities on an ongoing basis to determine whether to sell any holdings to
      maintain adequate liquidity.  Difficulty in selling a security may result in
      a loss to the Trust or additional costs.

Demand Features and Guarantees. The Trust can invest a significant percentage of
      its assets in municipal securities that have demand features, guarantees or
      similar credit and liquidity enhancements.  A demand feature permits the
      holder of the security to sell the security within a specified period of time
      at a stated price and entitles the holder of the security to receive an
      amount equal to the approximate amortized cost of the security plus accrued
      interest. A guarantee permits the holder of the security to receive, upon
      presentment to the guarantor, the principal amount of the underlying security
      plus accrued interest when due or upon default. A guarantee is the
      unconditional obligation of an entity other than the issuer of the security.
      These securities are described in the Statement of Additional Information.

Temporary Defensive and Interim Investments.  In times of unstable adverse market,
      political or economic conditions, the Trust can invest up to 100% of its
      assets in temporary or interim investments that are inconsistent with the
      Trust's principal investment strategies.  These temporary investments can
      include:
o     obligations issued or guaranteed by the U.S. government or its agencies or
         instrumentalities,
o     bankers' acceptances; taxable commercial paper rated in the highest category
         by a rating organization,
o     short-term taxable debt obligations rated in one of the two highest rating
         categories of a rating organization,
o     certificates of deposit of domestic banks, and
o     repurchase agreements.

      To the extent the Trust assumes a temporary defensive position; a significant
portion of the Trust's distributions may be taxable.

PORTFOLIO HOLDINGS.  The Trusts' portfolio holdings are included in semi-annual and
annual reports that are distributed to shareholders of the Trusts within 60 days
after the close of the period for which such report is being made.  The Trusts also
disclose their portfolio holdings in their Statements of Investments on Form N-Q,
which are filed with the SEC no later than 60 days after the close of their first
and third fiscal quarters.  These required filings are publicly available at the
SEC.  Therefore, portfolio holdings of the Trusts are made publicly available no
later than 60 days after the close of the Trust's fiscal quarters.

A description of the Trusts' policies and procedures with respect to the disclosure
of the Trusts' portfolio securities is available in the Trusts' Statements of
Additional Information.


I N V E S T I N G  I N  T H E  T R U S T S

The information below applies to Centennial Money Market Trust, Centennial Tax
Exempt Trust and Centennial Government Trust.  Each is referred to as a "Trust" and
they are collectively referred to as the "Trusts." Unless otherwise indicated, this
information applies to each Trust.

How the Trusts are Managed

THE MANAGER. The investment advisor for the Trusts is the Manager, Centennial Asset
Management Corporation, a wholly owned subsidiary of OppenheimerFunds, Inc.  The
Manager chooses each of the Trust's investments and handles its day-to-day
business. The Manager carries out its duties subject to certain policies
established by the Trust's Board of Trustees, under an investment advisory
agreement with each Trust that states the Manager's responsibilities.  The
agreement sets the fees the Trust pays to the Manager and describes the expenses
that the Trust is responsible to pay to conduct its business.


      The Manager has been an investment advisor since 1978.  The Manager and its
parent company and controlled affiliates managed more than $190 billion in assets
as of September 30, 2005, including other Oppenheimer and Centennial funds with
more than 6 million shareholder accounts.  The Manager is located at 6803 South
Tucson Way, Centennial, Colorado 80112.


Advisory Fees.  Under each investment advisory agreement, a Trust pays the Manager
      an advisory fee at an annual rate that declines on additional assets as the
      Trust grows.  That fee is computed on the net assets of the respective Trust
      as of the close of each business day.

o     Centennial Money Market Trust.  The annual management fee rates are: 0.500%
      of the first $250 million of the Trust's net assets, 0.475% of the next $250
      million, 0.450% of the next $250 million, 0.425% of the next $250 million,
      0.400% of the next $250 million, 0.375% of the next $250 million, 0.350% of
      the next $500 million, and 0.325% of net assets in excess of $2 billion.  The
      Trust's management fees for its fiscal year ended June 30, 2005 was 0.33% of
      the Trust's average annual net assets.

o     Centennial Tax Exempt Trust.  The annual management fee rates applicable to
      the Trust are as follows: 0.500% of the first $250 million of the Trust's net
      assets, 0.475% of the next $250 million, 0.450% of the next $250 million,
      0.425% of the next $250 million, 0.400% of the next $250 million, 0.375% of
      the next $250 million, 0.350% of the next $500 million, and 0.325% of net
      assets in excess of $2 billion. Under the agreement, when the value of the
      Trust's net assets is less than $1.5 billion, the annual fee payable to the
      Manager shall be reduced by $100,000 based on average net assets computed
      daily and paid monthly at the annual rates.  However, the annual fee cannot
      be less than $0. The Trust's management fees for its fiscal year ended June
      30, 2005 was 0.42% of the Trust's average annual net assets.

     Centennial Government Trust.  The annual management fee rates are: 0.500% of
     the first $250 million of the Trust's net assets, 0.475% of the next $250
     million, 0.450% of the next $250 million, 0.425% of the next $250 million,
     0.400% of the next $250 million, 0.375% of the next $250 million, and 0.350%
     of net assets in excess of $1.5 billion.  The Trust's management fee for its
     fiscal year ended June 30, 2005 was 0.44% of the Trust's average annual net
     assets.



     A discussion of the matters considered by the Fund's Independent Trustees, in
     approving the Fund's investment advisory agreement, is included in the Fund's
     annual report to shareholders for the period ended June 30, 2005.




 Portfolio Managers.  The portfolio managers of the Trusts are the persons
     principally responsible for the day-to-day management of the Trusts'
     portfolios.  The portfolio managers of Centennial Money Market Trust and
     Centennial Government Trust are Carol E. Wolf and Barry D. Weiss.  Ms. Wolf
     has had this responsibility since November 1988 for Centennial Government
     Trust and October 1990 for Centennial Money Market Trust and Mr. Weiss, since
     August 2001. Each is an officer of Centennial Money Market Trust and
     Centennial Government Trust.  Ms. Wolf is a Senior Vice President and Mr.
     Weiss is a Vice President of the Manager, and each is an officer and portfolio
     manager of other funds for which the Manager or an affiliate serves as
     investment advisor.  Prior to joining the Manager as Senior Credit Analyst in
     February, 2000, Mr. Weiss was an Associate Director, Fitch IBCA Inc. (April
     1998 - February 2000).  The portfolio manager of Centennial Tax Exempt Trust
     is John C. Bonnell (since May 2004).  Mr. Bonnell is a Vice President of the
     Manager and of Centennial Tax Exempt Trust and an officer and portfolio
     manager of other funds for which the Manager or an affiliate serves as
     investment advisor.  Prior to joining the Manager, he had been a portfolio
     manager at Strong Financial Corporation (1999-2004).

      The Statement of Additional Information provides additional information about
the portfolio managers' compensation, other accounts they manage and their
ownership of Trust shares.




A B O U T Y O U R A C C O U N T

How to Buy Shares

AT WHAT PRICE ARE SHARES SOLD?  Shares of each Trust are sold at their offering
price, which is the net asset value per share without any sales charge.  The net
asset value per share will normally remain fixed at $1.00 per share.  However,
there is no guarantee that a Trust will maintain a stable net asset value of $1.00
per share.

      The offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the Distributor
(Centennial Asset Management Corporation) or the Sub-Distributor (OppenheimerFunds
Distributor, Inc.) receives the purchase order at its offices in Colorado, or after
any agent appointed by the Sub-Distributor receives the order and sends it to the
Sub-Distributor as described below.

How is a Trust's Net Asset Value Determined?  The net asset value of shares of each
Trust is normally determined twice each day, at 12:00 Noon and at 4:00 p.m., on
each day the New York Stock Exchange ("the NYSE") is open for trading (referred to
in this Prospectus as a "regular business day"). All references to time in this
Prospectus mean "Eastern time."

      The net asset value per share is determined by dividing the value of a
Trust's net assets by the number of shares that are outstanding. Under a policy
adopted by the Board of Trustees of the Trusts, each Trust uses the amortized cost
method to value its securities to determine net asset value.

      The shares of each Trust offered by this Prospectus are considered to be
Class A shares for the purposes of exchanging them or reinvesting distributions
among other eligible funds that offer more than one class of shares.

      If, after the close of the principal market on which a security held by the
Trusts are traded, and before the time the Trusts' securities are priced that day,
an event occurs that the Manager deems likely to cause a material change in the
value of such security, the Trusts' Board of Trustees has authorized the Manager,
subject to the Board's review, to ascertain a fair value for such security.  A
security's valuation may differ depending on the method used for determining value.

HOW MUCH MUST YOU INVEST?  You can open an account with a minimum initial
investment described below, depending on how you buy and pay for your shares.  You
can make additional purchases at any time with as little as $25.  The minimum
investment requirements do not apply to reinvesting distributions from the Trust or
other eligible funds (a list of them appears in the Statement of Additional
Information, or you can ask your broker/dealer or call the Transfer Agent) or
reinvesting distributions from unit investment trusts that have made arrangements
with the Distributor.

HOW ARE SHARES PURCHASED? You can buy shares in one of several ways:

Buying Shares Through a Broker/Dealer's Automatic Purchase and Redemption Program.
      You can buy shares of a Trust through a broker/dealer that has a sales
      agreement with the Trust's Distributor or Sub-Distributor that allows shares
      to be purchased through the broker/dealer's Automatic Purchase and Redemption
      Program. Shares of each Trust are sold mainly to customers of participating
      broker/dealers that offer the Trusts' shares under these special purchase
      programs.  If you participate in an Automatic Purchase and Redemption Program
      established by your broker/dealer, your broker/dealer buys shares of the
      Trust for your account with the broker/dealer.  Program participants should
      also read the description of the program provided by their broker/dealer.

Buying Shares Through Your Broker/Dealer.  If you do not participate in an
      Automatic Purchase and Redemption Program, you can buy shares of a Trust
      through any broker/dealer that has a sales agreement with the Distributor or
      Sub-Distributor.  Your broker/dealer will place your order with the
      Distributor on your behalf. A broker/dealer may charge for that service.

Buying Shares Directly Through the Sub-Distributor.  You can also purchase shares
      directly through the Trusts' Sub-Distributor.  Shareholders who make
      purchases directly and hold shares in their own names are referred to as
      "direct shareholders" in this Prospectus.

      The Sub-Distributor may appoint certain servicing agents to accept purchase
      (and redemption) orders, including broker/dealers that have established
      Automatic Purchase and Redemption Programs.  The Distributor or
      Sub-Distributor, in their sole discretion, may reject any purchase order for
      shares of a Trust.

AUTOMATIC PURCHASE AND REDEMPTION PROGRAM.  If you buy shares of a Trust through
your broker/dealer's Automatic Purchase and Redemption Program, your broker/dealer
will buy your shares for your Program Account and will hold your shares in your
broker/dealer's name.  These purchases will be made under the procedures described
in "Guaranteed Payment Procedures" below.  Your Automatic Purchase and Redemption
Program Account may have minimum investment requirements established by your
broker/dealer.  You should direct all questions about your Automatic Purchase and
Redemption Program to your broker/dealer, because the Trusts' Transfer Agent does
not have access to information about your account under that Program.

Guaranteed Payment Procedures.  Some broker/dealers may have arrangements with the
      Distributor to enable them to place purchase orders for shares of a Trust and
      to guarantee that the Trust's custodian bank will receive Federal Funds to
      pay for the shares prior to specified times. Broker/dealers whose clients
      participate in Automatic Purchase and Redemption Programs may use these
      guaranteed payment procedures to pay for purchases of shares of a Trust.

o     If the Distributor receives a purchase order before 12:00 Noon on a regular
      business day with the broker/dealer's guarantee that the Trusts' custodian
      bank will receive payment for those shares in Federal Funds by 2:00 p.m. on
      that same day, the order will be effected at the net asset value determined
      at 12:00 Noon that day. Distributions will begin to accrue on the shares on
      that day if the Federal Funds are received by the required time.

o     If the Distributor receives a purchase order after 12:00 Noon on a regular
      business day with the broker/dealer's guarantee that the Trusts' custodian
      bank will receive payment for those shares in Federal Funds by 2:00 p.m. on
      that same day, the order will be effected at the net asset value determined
      at 4:00 p.m. that day.  Distributions will begin to accrue on the shares on
      that day if the Federal Funds are received by the required time.

o     If the Distributor receives a purchase order between 12:00 Noon and 4:00 p.m.
      on a regular business day with the broker/dealer's guarantee that the Trusts'
      custodian bank will receive payment for those shares in Federal Funds by 4:00
      p.m. the next regular business day, the order will be effected at the net
      asset value determined at 4:00 p.m. on the day the order is received and
      distributions will begin to accrue on the shares purchased on the next
      regular business day if the Federal Funds are received by the required time.

HOW CAN DIRECT SHAREHOLDERS BUY SHARES?  Direct shareholders can buy shares of a
Trust by completing a Centennial Funds new account application and sending it to
the Sub-Distributor, OppenheimerFunds Distributor, Inc., P.O. Box 5143, Denver,
Colorado 80217.  Payment must be made by check or by Federal Funds wire as
described below.  If you don't list a broker/dealer on the application, the
Sub-Distributor, will act as your agent in buying the shares.  However, we
recommend that you discuss your investment with a financial advisor before you make
a purchase to be sure that the Trust is appropriate for you.

      Each Trust intends to be as fully invested as possible to maximize its
yield.  Therefore, newly purchased shares normally will begin to accrue
distributions after the Sub-Distributor or its agent accepts your purchase order,
starting on the business day after the Trust receives Federal Funds from the
purchase payment.

Payment by Check. Direct shareholders may pay for purchases of shares of a Trust
     by check. Send your check, payable to "OppenheimerFunds Distributor, Inc.,"
     along with your  application  and other  documents  to the  address  listed
     above. For initial purchases,  your check should be payable in U.S. dollars
     and drawn on a U.S. bank so that  distributions will begin to accrue on the
     next regular business day after the  Sub-Distributor  accepts your purchase
     order. If your check is not drawn on a U.S. bank and is not payable in U.S.
     dollars, the shares will not be purchased until the Sub-Distributor is able
     to  convert  the  purchase   payment  to  Federal   Funds.   In  that  case
     distributions  will  begin to  accrue on the  purchased  shares on the next
     regular  business  day after the  purchase  is made.  The  minimum  initial
     investment for direct shareholders by check is $500.

Payment by Federal Funds Wire.  Direct shareholders may pay for purchases of shares
      of a Trust by Federal Funds wire.  You must also forward your application and
      other documents to the address listed above. Before sending a wire, call the
      Sub-Distributor's Wire Department at 1.800.525.9310 (toll-free from within
      the U.S.) or 303.768.3200 (from outside the U.S.) to notify the
      Sub-Distributor of the wire, and to receive further instructions.

      Distributions will begin to accrue on the purchased shares on the purchase
      date that is a regular business day if the Federal Funds from your wire and
      the application are received by the Sub-Distributor and accepted by 12:00
      Noon.  If the Sub-Distributor receives the Federal Funds from your wire and
      accepts the purchase order between 12:00 Noon and 4:00 p.m. on the purchase
      date, distributions will begin to accrue on the shares on the next regular
      business day.  The minimum investment by Federal Funds Wire is $2,500.

Buying Shares Through Automatic Investment Plans.  Direct shareholders can purchase
      shares of a Trust automatically each month by authorizing the Trust's
      Transfer Agent to debit your account at a U.S. domestic bank or other
      financial institution.  Details are in the Automatic Investment Plan
      application and the Statement of Additional Information. The minimum monthly
      purchase is $25.


Service (12b-1) Plans. Each Trust has adopted a service plan.  It reimburses the
      Distributor for a portion of its costs incurred for services provided to
      accounts that hold shares of the Trust.  Reimbursement is made quarterly, or
      monthly depending on asset size, at an annual rate of up to 0.20% of the
      average annual net assets of the Trust. The Distributor currently uses all of
      those fees to pay dealers, brokers, banks and other financial institutions
      periodically for providing personal services and maintenance of accounts of
      their customers that hold shares of the Trust.

      In addition, the Manager and the Distributor may make substantial payments to
      dealers or other financial intermediaries and service providers for
      distribution and/or shareholder servicing activities, out of their own
      resources, including the profits from the advisory fees the Manager receives
      from the Trust. Some of these distribution-related payments may be made to
      dealers or financial intermediaries for marketing, promotional or related
      expenses; these payments are often referred to as "revenue sharing." In some
      circumstances, those types of payments may create an incentive for a dealer
      or financial intermediary or its representatives to recommend or offer shares
      of the Fund or other Oppenheimer funds to its customers. The Statement of
      Additional Information contains more information about these payments.  You
      should ask your dealer or financial intermediary for details about any such
      payments it receives, or any other fees or expenses it may charge in addition
      to the fees and expenses of the Fund.



Retirement Plans.  Direct shareholders may buy shares of Centennial Money Market
      Trust or Centennial Government Trust for a retirement plan account. If you
      participate in a plan sponsored by your employer, the plan trustee or
      administrator must buy the shares for your plan account.  The Sub-Distributor
      also offers a number of different retirement plans that individuals and
      employers can use:
   Individual Retirement Accounts (IRAs).  These include regular IRAs, Roth IRAs,
   SIMPLE IRAs, and rollover IRAs.
o     SEP-IRAs.  These are Simplified Employee Pension Plan IRAs for small business
      owners or self-employed individuals.
o     403(b)(7) Custodial Plans.  These are tax-deferred plans for employees of
      eligible tax-exempt organizations, such as schools, hospitals and charitable
      organizations.
o     401(k) Plans.  These are special retirement plans for businesses.
o     Pension and Profit-Sharing Plans.  These plans are designed for businesses
      and self-employed individuals.

      Please call the Sub-Distributor for retirement plan documents, which include
applications and important plan information.

How to Sell Shares

You can sell (redeem) some or all of your shares on any regular business day.  Your
shares will be sold at the next net asset value calculated after your order is
received in proper form (which means that it must comply with the procedures
described below) and is accepted by the Transfer Agent.

HOW CAN PROGRAM PARTICIPANTS SELL SHARES?  If you participate in an Automatic
Purchase and Redemption Program sponsored by your broker/dealer, you must redeem
shares held in your Program Account by contacting your broker/dealer firm, or you
can redeem shares by writing checks as described below.  You should not contact the
Trusts or their Transfer Agent directly to redeem shares held in your Program
Account.  You may also arrange (but only through your broker/dealer) to have the
proceeds of redeemed Trust shares sent by Federal Funds wire, as described below in
"Sending Redemption Proceeds by Wire."

HOW CAN DIRECT SHAREHOLDERS REDEEM SHARES?  Direct shareholders can redeem their
shares by writing a letter to the Transfer Agent, by wire, by using a Trust's
checkwriting privilege, or by telephone. You can also set up Automatic Withdrawal
Plans to redeem shares on a regular basis.  If you have questions about any of
these procedures, and especially if you are redeeming shares in a special
situation, such as due to the death of the owner or from a retirement plan account,
please call the Transfer Agent first, at 1.800.525.9310 for assistance.

Certain Requests Require a Signature Guarantee.  To protect you and the Trusts from
      fraud, the following redemption requests for accounts of direct shareholders
      must be in writing and must include a signature guarantee (although there may
      be other situations that also require a signature guarantee):
   o  You wish to redeem more than $100,000 and receive a check.
   o  The redemption check is not payable to all shareholders listed on the account
      statement.
   o  The redemption check is not sent to the address of record on your account
      statement.
   o  Shares are being transferred to an account with a different owner or name.
   o  Shares are being redeemed by someone (such as an Executor) other than the
      owners.

Where Can Direct Shareholders Have Their Signatures Guaranteed?  The Transfer Agent
      will accept a guarantee of your signature by a number of financial
      institutions, including:
o     a U.S. bank, trust company, credit union or savings association,
o     a foreign bank that has a U.S. correspondent bank,
o     a U.S. registered dealer or broker in securities, municipal securities or
      government securities, or
o     a U.S. national securities exchange, a registered securities association or a
      clearing agency.

      If you are signing on behalf of a corporation, partnership or other business
or as a fiduciary, you must also include your title in the signature.

How Can Direct Shareholders Sell Shares by Mail?  Write a letter of instruction to
      the Transfer Agent that includes:
   o  Your name
   o  The Trust's name
   o  Your account number (from your account statement)
   o  The dollar amount or number of shares to be redeemed
   o  Any special payment instructions
   o  Any share certificates for the shares you are selling
   o  The signatures of all registered owners exactly as the account is registered,
      and
   o  Any special documents requested by the Transfer Agent to assure proper
      authorization of the person asking to sell the shares.

---------------------------------------------------------------------------------
---------------------------------------- ---------------------------------------
Use the following address for            Send courier or express mail
---------------------------------------- requests to:
requests by mail:                        Shareholder Services, Inc.
Shareholder Services, Inc.               10200 E. Girard Avenue, Building D
P.O. Box 5143                            Denver, Colorado 80231
Denver, Colorado 80217-5143
                                         ----------------------------------------


How Can Direct Shareholders Sell Shares by Telephone?  Direct shareholders and
      their broker/dealer representative of record may also sell shares by
      telephone.  To receive the redemption price calculated on a particular
      regular business day, the Transfer Agent or its designated agent must receive
      the request by 4:00 p.m. on that day. You may not redeem shares held under a
      share certificate or in certain retirement accounts by telephone.  To redeem
      shares through a service representative, call 1.800.525.9310.  Proceeds of
      telephone redemptions will be paid by check payable to the shareholder(s) of
      record and will be sent to the address of record for the account. Up to
      $100,000 may be redeemed by telephone in any seven-day period.  This service
      is not available within 30 days of changing the address on an account.


Retirement Plan Accounts.  There are special procedures to sell shares held in a
      retirement plan account. Call the Transfer Agent for a distribution request
      form. Special income tax withholding requirements apply to distributions from
      retirement plans. You must submit a withholding form with your redemption
      request to avoid delay in getting your money and if you do not want tax
      withheld. If your employer holds your retirement plan account for you in the
      name of the plan, you must ask the plan trustee or administrator to request
      the sale of the Trust shares in your plan account.

Sending Redemption Proceeds By Wire.  While the Transfer Agent normally sends
      direct shareholders their money by check, you can arrange to have the
      proceeds of the shares you sell sent by Federal Funds wire to a bank account
      you designate.  It must be a commercial bank that is a member of the Federal
      Reserve wire system.  The minimum redemption you can have sent by wire is
      $2,500. There is a $10 fee for each request.  To find out how to set up this
      feature on an account or to arrange a wire, direct shareholders should call
      the Transfer Agent at 1.800.525.9310.  If you hold your shares through your
      broker/dealer's Automatic Purchase and Redemption Program, you must contact
      your broker/dealer to arrange a Federal Funds wire.

Can Direct Shareholders Submit Requests by Fax?  Direct shareholders may send
      requests for certain types of account transactions to the Transfer Agent by
      fax (telecopier).  Please call 1.800.525.9310 for information about which
      transactions may be handled this way. Transaction requests submitted by fax
      are subject to the same rules and restrictions as written and telephone
      requests described in this Prospectus.

HOW DO I WRITE CHECKS AGAINST MY ACCOUNT?  Automatic Purchase and Redemption
Program participants may write checks against an account held under their Program,
but must arrange for checkwriting privileges through their broker/dealers.  Direct
shareholders may write checks against their account by requesting that privilege on
the account application or by contacting the Transfer Agent for signature cards.
They must be signed (with a signature guarantee) by all owners of the account and
returned to the Transfer Agent so that checks can be sent to you to use.
Shareholders with joint accounts can elect in writing to have checks paid over the
signature of one owner. If checkwriting is established after November 1, 2000, only
one signature is required for shareholders with joint accounts, unless you elect
otherwise.

   o  Checks can be written to the order of whomever you wish, but may not be
      cashed at the bank the checks are payable through or the Trust's custodian
      bank.
   o  Checkwriting privileges are not available for accounts holding shares that
      are subject to a contingent deferred sales charge.
   o  Checks must be written for at least $250.
   o  Checks cannot be paid if they are written for more than your account value.
   o  You may not write a check that would require the Trust to redeem shares that
      were purchased by check or Automatic Investment Plan payments within the
      prior 10 days.

   Don't use your checks if you changed your account number, until you receive new
      checks.

WILL I PAY A SALES CHARGE WHEN I SELL MY SHARES?  The Trusts do not charge a fee to
redeem shares of a Trust that were bought directly or by reinvesting distributions
from that Trust or another Centennial Trust or eligible fund.  Generally, there is
no fee to redeem shares of a Trust bought by exchange of shares of another
Centennial Trust or eligible fund.  However,

o     if you acquired shares of  a Trust by exchanging Class A shares of another
      eligible fund that you bought subject to the Class A contingent deferred
      sales charge, and
o     those shares are still subject to the Class A contingent deferred sales
      charge when you exchange them into the Trust, then
o     you will pay the contingent deferred sales charge if you redeem those shares
      from the Trust within 18 months of the purchase date of the shares of the
      fund you exchanged.

How to Exchange Shares

Shares of a Trust may be exchanged for shares of certain other Centennial Trusts or
other eligible funds, depending on whether you own your shares through your
broker/dealer's Automatic Purchase and Redemption Program or as a direct
shareholder.

HOW CAN PROGRAM PARTICIPANTS EXCHANGE SHARES?  If you participate in an Automatic
Purchase and Redemption Program sponsored by your broker/dealer, you may exchange
shares held in your Program Account for shares of Centennial Money Market Trust,
Centennial Government Trust, Centennial Tax Exempt Trust, Centennial California Tax
Exempt Trust and Centennial New York Tax Exempt Trust (referred to in this
Prospectus as the "Centennial Trusts"), if available for sale in your state of
residence, by contacting your broker or dealer and obtaining a Prospectus of the
selected Centennial Trust.

HOW CAN DIRECT SHAREHOLDERS EXCHANGE SHARES?  Direct shareholders can exchange
shares of the Trust for Class A shares of certain eligible funds listed in the
Statement of Additional Information. Shares of a particular class of an eligible
fund may be exchanged only for shares of the same class in other eligible funds.
For example, you can exchange shares of the Trust only for Class A shares of
another fund, and you can exchange only Class A shares of another eligible fund for
shares of the Trust. To exchange shares, you must meet several conditions:
   o  Shares of the fund selected for exchange must be available for sale in your
      state of residence.
   o  The prospectuses of the selected fund must offer the exchange privilege.
   o  You must hold the shares you buy when you establish an account for at least
      seven days before you can exchange them. After your account is open for seven
      days, you can exchange shares on any regular business day, subject to the
      limitations described below.
   o  You must meet the minimum purchase requirements for the selected fund.
   o  Generally, exchanges may be made only between identically registered
      accounts, unless all account owners send written exchange instructions with a
      signature guarantee.
   o  Before exchanging into a fund, you must obtain its prospectus and should read
      it carefully.

For tax purposes, an exchange of shares of the Trust is considered a sale of those
shares and a purchase of the shares of the fund to which you are exchanging. An
exchange may result in a capital gain or loss. Since shares of a Trust normally
maintain a $1.00 net asset value, in most cases you should not realize a capital
gain or loss when you sell or exchange your shares.

Direct shareholders can find a list of eligible funds currently available for
exchanges in the Statement of Additional Information or you can obtain one by
calling a service representative at 1.800.525.9310.  The list of eligible funds can
change from time to time.

You may pay a sales charge when you exchange shares of the Trust.  Because shares
of the Trust are sold without sales charge, in some cases you may pay a sales
charge when you exchange shares of the Trust for shares of other eligible funds
that are sold subject to a sales charge. You will not pay a sales charge when you
exchange shares of the Trust purchased by reinvesting distributions from the Trust
or other eligible funds, or when you exchange shares of the Trust purchased by
exchange of shares of an eligible fund on which you paid a sales charge.

How Do Direct Shareholders Submit Exchange Requests?  Direct shareholders may
      request exchanges in writing or by telephone:

   o  Written Exchange Requests.  Send a request letter, signed by all owners of
      the account to the Transfer Agent at the address on the back cover.
      Exchanges of shares for which share certificates have been issued cannot be
      processed unless the Transfer Agent receives the certificates with the
      request letter.

   o  Telephone Exchange Requests.  Telephone exchange requests may be made by
      calling a service representative at 1.800.525.9310.  Telephone exchanges may
      be made only between accounts that are registered with the same name(s) and
      address.  Shares for which share certificates have been issued may not be
      exchanged by telephone.

Please refer to "How to Exchange Shares" in the Statement of Additional Information
for more details.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

Risks from Excessive Purchase, Redemption and Short-Term Exchange Activity. The
exchange privilege affords investors the ability to switch their investments among
eligible funds if their investment needs change. However, there are limits on that
privilege. Frequent purchases, redemptions and exchanges of Trust shares may
interfere with the Manager's ability to manage the Trust's investments efficiently,
increase the fund's transaction and administrative costs and/or affect the Trust's
performance, depending on various factors, such as the size of the Trust, the
nature of its investments, the amount of Trust assets the portfolio manager
maintains in cash or cash equivalents, the aggregate dollar amount and the number
and frequency of trades. If large dollar amounts are involved in exchange and/or
redemption transactions, the Trust might be required to sell portfolio securities
at unfavorable times to meet redemption or exchange requests, and the Trust's
brokerage or administrative expenses might be increased.

Therefore, the Manager and the Trust's Board of Trustees have adopted the following
policies and procedures to detect and prevent frequent and/or excessive exchanges,
and/or purchase and redemption activity, while balancing the needs of investors who
seek liquidity from their investment and the ability to exchange shares as
investment needs change. There is no guarantee that the policies and procedures
described below will be sufficient to identify and deter excessive short-term
trading.

o     Timing of Exchanges.  Exchanged shares are normally redeemed from one fund
      and the proceeds are reinvested in the fund selected for exchange on the same
      regular business day on which the Transfer Agent or its agent (such as a
      financial intermediary holding the investor's shares in an "omnibus" or
      "street name" account) receives an exchange request that conforms to these
      policies. The request must be received by the close of the NYSE that day,
      which is normally 4:00 p.m. Eastern time, but may be earlier on some days, in
      order to receive that day's net asset value on the exchanged shares.
      Exchange requests received after the close of the NYSE will receive the next
      net asset value calculated after the request is received.  However, the
      Transfer Agent may delay transmitting the proceeds from an exchange for up to
      five business days if it determines, in its discretion, that an earlier
      transmittal of the redemption proceeds to the receiving fund would be
      detrimental to either the fund from which the exchange is being made or the
      fund into which the exchange is made. The proceeds will be invested in the
      fund into which the exchange is being made at the next net asset value
      calculated after the proceeds are received. In the event that such delay in
      the reinvestment of proceeds occurs, the Transfer Agent will notify you or
      your financial representative.

o     Limits on Disruptive Activity. The Transfer Agent may, in its discretion,
      limit or terminate trading activity by any person, group or account that it
      believes would be disruptive, even if the activity has not exceeded the
      policy outlined in this Prospectus. The Transfer Agent may review and
      consider the history of frequent trading activity in all accounts in the
      Oppenheimer funds known to be under common ownership or control as part of
      the Transfer Agent's procedures to detect and deter excessive trading
      activity.

o     Exchanges of Client Accounts by Financial Advisers.  The Trust and the
      Transfer Agent permit dealers and financial intermediaries to submit exchange
      requests on behalf of their customers (unless the customer has revoked that
      authority). A fund or the Transfer Agent may limit or refuse bulk exchange
      requests submitted by such financial intermediaries if, in the Transfer
      Agent's judgment, exercised in its discretion, the exchanges would be
      disruptive to any of the funds involved in the transaction.

o     Redemptions of Shares.  These exchange policy limits do not apply to
      redemptions of shares. Shareholders are permitted to redeem their shares on
      any regular business day, subject to the terms of this Prospectus.

o     Right to Refuse Exchange and Purchase Orders.  The Distributor and/or the
      Transfer Agent may refuse any purchase or exchange order in their discretion
      and are not obligated to provide notice before rejecting an order. The Trust
      may amend, suspend or terminate the exchange privilege at any time. You will
      receive 60 days' notice of any material change in the exchange privilege
      unless applicable law allows otherwise.

o     Right to Terminate or Suspend Account Privileges.  The Transfer Agent may
      send a written warning to direct shareholders that the Transfer Agent
      believes may be engaging in excessive purchases, redemptions and/or exchange
      activity and reserves the right to suspend or terminate the ability to
      purchase shares and/or exchange privileges for any account that the Transfer
      Agent determines, in carrying out these policies and in the exercise of its
      discretion, has engaged in disruptive or excessive trading activity.


o     Omnibus Accounts.  If you hold your shares of the Trust through a financial
      intermediary such as a broker/dealer, a bank, an insurance company separate
      account, an investment adviser, an administrator or trustee of a retirement
      plan or 529 plan that holds your shares in an account under its name (these
      are sometimes referred to as "omnibus" or "street name" accounts), that
      financial intermediary may impose its own restrictions or limitations to
      discourage short-term or excessive trading. You should consult your financial
      intermediary to find out what trading restrictions, including limitations on
      exchanges, they may apply to you.

While the Trust, the Distributor, the Manager and the Transfer Agent encourage
financial intermediaries to apply the Trust's policies to their customers who
invest indirectly in the Trust, the Transfer Agent may not be able to apply
this policy to accounts such as (a) accounts held in omnibus form in the name
of a broker/dealer or other financial institution, or (b) omnibus accounts held
in the name of a retirement plan or 529 plan trustee or administrator, or (c)
accounts held in the name of an insurance company for its separate account(s),
or (d) other accounts having multiple underlying owners but registered in a
manner such that the underlying beneficial owners are not identified to the
Transfer Agent.


Therefore the Transfer Agent might not be able to detect excessive short term
trading activity facilitated by, or in accounts maintained in, the "omnibus" or
"street name" accounts of a financial intermediary. However, the Transfer Agent
will attempt to monitor overall purchase and redemption activity in those
accounts to seek to identify patterns that may suggest excessive trading by the
underlying owners.  If evidence of possible excessive trading activity is
observed by the Transfer Agent, the financial intermediary that is the
registered owner will be asked to review account activity, and to confirm to
the Transfer Agent and the Trust that appropriate action has been taken to
curtail any excessive trading activity. However, the Transfer Agent's ability
to monitor and deter excessive short-term trading in omnibus or street name
accounts ultimately depends on the capability and cooperation of the financial
intermediaries controlling those accounts.


The Trust's Board has adopted the following additional policies and procedures to
detect and prevent frequent and/or excessive exchanges and purchase and redemption
activity:

o     30-Day Limit.  A direct shareholder may exchange all or some of the shares of
      the Trust held in his or her account to another eligible Oppenheimer fund
      once in a 30 calendar-day period. When shares are exchanged into another fund
      account, that account will be "blocked" from further exchanges into another
      fund for a period of 30 calendar days from the date of the exchange. The
      block will apply to the full account balance and not just to the amount
      exchanged into the account. For example, if a shareholder exchanged $1,000
      from one fund into another fund in which the shareholder already owned shares
      worth $10,000, then, following the exchange, the full account balance
      ($11,000 in this example) would be blocked from further exchanges into
      another fund for a period of 30 calendar days. A "direct shareholder" is one
      whose account is registered on the Trust's books showing the name, address
      and tax ID number of the beneficial owner.

o     Exchanges Into Money Market Funds.  A direct shareholder will be permitted to
      exchange shares of a stock or bond fund for shares of a money market fund at
      any time, even if the shareholder has exchanged shares into the stock or bond
      fund during the prior 30 days. However, all of the shares held in that money
      market fund would then be blocked from further exchanges into another fund
      for 30 calendar days.

o     Dividend Reinvestments.  Reinvestment of dividends or distributions from one
      fund to purchase shares of another fund will not be considered exchanges for
      purposes of imposing the 30-day limit.

o     Asset Allocation.  Third-party asset allocation and rebalancing programs will
      be subject to the 30-day limit described above. Asset allocation firms that
      want to exchange shares held in accounts on behalf of their customers must
      identify themselves to the Transfer Agent and execute an acknowledgement and
      agreement to abide by these policies with respect to their customers'
      accounts. "On-demand" exchanges outside the parameters of portfolio
      rebalancing programs will be subject to the 30-day limit. However, investment
      programs by other Oppenheimer "funds-of-funds" that entail rebalancing of
      investments in underlying Oppenheimer funds will not be subject to these
      limits.

Automatic Exchange Plans.  Accounts that receive exchange proceeds through
      automatic or systematic exchange plans that are established through the
      Transfer Agent will not be subject to the 30-day block as a result of those
      automatic or systematic exchanges (but may be blocked from exchanges, under
      the 30-day limit, if they receive proceeds from other exchanges).

Shareholder Account Rules and Policies

More information about the Trusts' policies and procedures for buying, selling and
exchanging shares is contained in the Statement of Additional Information.

The offering of shares of a Trust may be suspended during any period in which the
      Trust's determination of net asset value is suspended, and the offering may
      be suspended by the Board of Trustees at any time the Board believes it is in
      a Trust's best interest to do so.

Telephone transaction privileges for purchases, redemptions or exchanges may be
      modified, suspended or terminated by the Trusts at any time.  The Trusts will
      provide you notice whenever they are required to do so by applicable law.  If
      an account has more than one owner, the Trusts and the Transfer Agent may
      rely on the instructions of any one owner.  Telephone privileges apply to
      each owner of the account and the broker/dealer representative of record for
      the account unless the Transfer Agent receives cancellation instructions from
      an owner of the account.

The Transfer Agent will record any telephone calls to verify data concerning
      transactions and it has adopted other procedures to confirm that telephone
      instructions are genuine, by requiring callers to provide tax identification
      numbers and other account data and by confirming such transactions in
      writing. The Transfer Agent and the Trusts will not be liable for losses or
      expenses arising out of telephone instructions reasonably believed to be
      genuine.

Redemption or transfer requests will not be honored until the Transfer Agent
      receives all required documents in proper form.  From time to time, the
      Transfer Agent in its discretion may waive certain of the requirements for
      redemptions stated in this Prospectus.

Payment for redeemed shares ordinarily is made in cash.  It is forwarded by check
      or by Federal Funds wire (as elected by the shareholder) within seven days
      after the Transfer Agent receives redemption instructions in proper form.
      However, under unusual circumstances determined by the Securities and
      Exchange Commission, payment may be delayed or suspended.  For accounts
      registered in the name of a broker/dealer, payment will normally be forwarded
      within three business days after redemption.

The Transfer Agent may delay processing any type of redemption payment as described
      under "How to Sell Shares" for recently purchased shares, but only until the
      purchase payment has cleared. That delay may be as much as 10 days from the
      date the shares were purchased.  That delay may be avoided if you purchase
      shares by Federal Funds wire or certified check, or arrange with your bank to
      provide telephone or written assurance to the Transfer Agent that your
      purchase payment has cleared.

Involuntary redemptions of small accounts may be made by the Trusts if the account
      value has fallen below $250 for reasons other than the fact that the market
      value of shares has dropped. In some cases involuntary redemptions may be
      made to repay the Distributor or Sub-Distributor for losses from the
      cancellation of share purchase orders.

Customer Identification Program.  Federal regulations may require the Trusts to
      obtain your name, your date of birth (for a natural person), your residential
      street address or principal place of business and your Social Security
      number, employer identification number or other government issued
      identification when you open an account. Additional information may be
      required in certain circumstances or to open corporate accounts.  The Trusts
      or the Transfer Agent may use this information to attempt to verify your
      identity.  The Trusts may not be able to establish an account if the
      necessary information is not received.  The Trusts may also place limits on
      account transactions while it is in the process of attempting to verify your
      identity.  Additionally, if the Trusts are unable to verify your identity
      after your account is established, the Trusts may be required to redeem your
      shares and close your account.


"Backup withholding" of federal income tax may be applied against taxable
      dividends, distributions and redemption proceeds (including exchanges) if you
      fail to furnish the Trust your correct, certified Social Security or employer
      identification number when you sign your application, or if you under-report
      your income to the Internal Revenue Service (the "IRS").


To avoid sending duplicate copies of materials to households, the Trusts will mail
      only one copy of each prospectus, annual and semi-annual report and annual
      notice of the Trusts' privacy policy to shareholders having the same last
      name and address on the Trusts' records. The consolidation of these mailings,
      called householding, benefits the Trusts through reduced mailing expense.

      If you want to receive multiple copies of these materials, you may call the
      Transfer Agent at 1.800.525.9310. You may also notify the Transfer Agent in
      writing. Individual copies of prospectuses, reports and privacy notices will
      be sent to you commencing within 30 days after the Transfer Agent receives
      your request to stop householding.


Dividends, Capital Gains and Taxes

DIVIDENDS.  Each Trust intends to declare dividends from net investment income each
regular business day and to pay those dividends to shareholders monthly on a date
selected by the Board of Trustees.  To maintain a net asset value of $1.00 per
share, a Trust might withhold dividends or make distributions from capital or
capital gains.  Daily dividends will not be declared or paid on newly purchased
shares until Federal Funds are available to a Trust from the purchase payment for
such shares.

CAPITAL GAINS.  Each Trust normally holds its securities to maturity and therefore
will not usually pay capital gains. Although the Trusts do not seek capital gains,
a Trust could realize capital gains on the sale of its portfolio securities.  If it
does, it may make distributions out of any net short-term or long-term capital
gains in December of each year.  A Trust may make supplemental distributions of
dividends and capital gains following the end of its fiscal year.

What Choices Do I Have for Receiving Distributions?  For Automatic Purchase and
      Redemption Programs, dividends and distributions are automatically reinvested
      in additional shares of the selected Trust.  For direct shareholders, when
      you open your account, specify on your application how you want to receive
      your dividends and distributions.  You have four options:

o     Reinvest All Distributions in the Trust.  You can elect to reinvest all
      dividends and capital gains distributions in the selected Trust.
o     Reinvest Dividends or Capital Gains.  You can elect to reinvest some
      distributions (dividends, short-term capital gains or long-term capital gains
      distributions) in the selected Trust while receiving other types of
      distributions by check or having them sent to your bank account.
o     Receive All Distributions in Cash.  You can elect to receive a check for all
      dividends and capital gains distributions or have them sent to your bank.
o     Reinvest Your Distributions in Another Account.  You can reinvest all
      distributions in the same class of shares of another eligible fund account
      you have established.

Under the terms of Automatic Purchase and Redemption Programs, your broker/dealer
can redeem shares to satisfy debit balances arising in your Program Account. If
that occurs, you will be entitled to dividends on those shares as described in your
Program Agreements.

TAXES.

Centennial Money Market Trust and Centennial Government Trust.  If your shares are
      not held in a tax-deferred retirement account, you should be aware of the
      following tax implications of investing in Centennial Money Market Trust and
      Centennial Government Trust. Dividends paid from net investment income and
      short-term capital gains are taxable as ordinary income.  Long-term capital
      gains are taxable as long-term capital gains when distributed to
      shareholders.  It does not matter how long you have held your shares. Whether
      you reinvest your distributions in additional shares or take them in cash,
      the tax treatment is the same.

      Every year the Trust will send you and the IRS a statement showing the amount
      of each taxable distribution you received in the previous year.  Any
      long-term capital gains distributions will be separately identified in the
      tax information the Trust sends you after the end of the calendar year.


      The Trusts intend each year to qualify as a "regulated investment company"
      under the Internal Revenue Code, but reserves the right not to qualify.  Each
      Trust qualified during its last fiscal year.  The Fund, as a regulated
      investment company, will not be subject to Federal income taxes on any of
      their income, provided that they satisfy certain income, diversification and
      distribution requirements.

Centennial Tax Exempt Trust.  Exempt interest dividends paid from net investment
      income earned by the Trust on municipal securities will be excludable from
      gross income for federal income tax purposes.  A portion of a dividend that
      is derived from interest paid on certain "private activity bonds" may be an
      item of tax preference if you are subject to the alternative minimum tax. If
      a Trust earns interest on taxable investments, any dividends derived from
      those earnings will be taxable as ordinary income to shareholders.


      Dividends and capital gains distributions may be subject to state or local
      taxes. Long-term capital gains are taxable as long-term capital gains when
      distributed to shareholders.  It does not matter how long you have held your
      shares.  Dividends paid from short-term capital gains and non-tax-exempt net
      investment income are taxable as ordinary income. Whether you reinvest your
      distributions in additional shares or take them in cash, the tax treatment is
      the same.  Every year the Trust will send you and the IRS a statement showing
      the amount of any taxable distribution you received in the previous year as
      well as the amount of your tax-exempt income.

Remember, There May be Taxes on Transactions.  Because each Trust seeks to maintain
      a stable $1.00 per share net asset value, it is unlikely that you will have a
      capital gain or loss when you sell or exchange your shares.  A capital gain
      or loss is the difference between the price you paid for the shares and the
      price you received when you sold them. Any capital gain is subject to capital
      gains tax.

Returns of Capital Can Occur.  In certain cases, distributions made by a Trust may
      be considered a non-taxable return of capital to shareholders.  If that
      occurs, it will be identified in notices to shareholders.

      This information is only a summary of certain federal income tax information
about your investment. You should consult with your tax advisor about the effect of
an investment in a Trust on your particular tax situation.






Financial Highlights

The Financial Highlights Table is presented to help you understand the Trust's
financial performance for the past five fiscal years.  Certain information reflects
financial results for a single Trust share.  The total returns in the table
represents the rate that an investor would have earned (or lost) on an investment
in the Trust (assuming reinvestment of all dividends and distributions).  This
information has been audited by Deloitte & Touche LLP, the Trust's independent
registered public accounting firm, whose report, along with the Trust's financial
statements, are included in the Statement of Additional Information, which is
available on request.

FINANCIAL HIGHLIGHTS

YEAR ENDED JUNE 30,                                       2005      2004      2003      2002      2001
-------------------------------------------------------------------------------------------------------

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 1      -- 2     .01       .01       .03
Dividends and/or distributions to shareholders            (.01)       -- 2    (.01)     (.01)     (.03)
-------------------------------------------------------------------------------------------------------

Net asset value, end of period                         $  1.00    $ 1.00   $  1.00   $  1.00   $  1.00
                                                       ================================================

-------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                            1.21%     0.35%     0.69%     1.17%     3.26%
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)                $ 1,701   $ 1,778   $ 1,877   $ 1,824   $ 1,822
-------------------------------------------------------------------------------------------------------
Average net assets (in millions)                       $ 1,797   $ 1,851   $ 1,882   $ 1,904   $ 1,779
-------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                     1.20%     0.35%     0.68%     1.16%     3.21%
Total expenses                                            0.67%     0.67%     0.66%     0.69%     0.70%
Expenses after payments and waivers and
reduction to custodian expenses                           0.65%      N/A 5     N/A 5     N/A 5    0.69%

1.     Per share amounts calculated based on the average shares outstanding during the period.

2.     Less than $0.005 per share.

3.     Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions 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 are not annualized for periods less than one year. Returns do not reflect the deduction of taxes that a shareholder would pay on Trust distributions or the redemption of Trust shares.

4.     Annualized for periods of less than one full year.

5.     Reduction to custodian expenses less than 0.01%.

INFORMATION AND SERVICES

For More Information on Centennial Tax Exempt Trust

The following additional information about the Trust is available without charge
upon request:

STATEMENT OF ADDITIONAL INFORMATION.  This document includes additional information
about the Trust's investment policies, risks, and operations.  It is incorporated
by reference into this Prospectus (which means it is legally part of this
Prospectus).

ANNUAL AND SEMI-ANNUAL REPORTS.  Additional information about the Trust's
investments and performance is available in the Trust's Annual and Semi-Annual
Reports to shareholders.  The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Trust's
performance during its last fiscal year.

How to Get More Information

You can request the Statement of Additional Information, the Annual and Semi-Annual
Reports, the notice explaining the Trust's privacy policy and other information
about the Trusts or your account:

---------------------------------------------------------------------------------
By Telephone:                            Call Shareholder Services, Inc.
                                         toll-free:
                                         1.800.525.9310
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
By Mail:                                 Write to:
                                         Shareholder Services, Inc.
                                         P.O. Box 5143
                                         Denver, Colorado 80217-5143
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
On the Internet:                         You can request these documents by
                                         e-mail or through the OppenheimerFunds
                                         website.  You may also read or
                                         download certain documents on the
                                         OppenheimerFunds website at:
                                         www.oppenheimerfunds.com
---------------------------------------------------------------------------------

Information about the Trust including the Statement of Additional Information can
be reviewed and copied at the SEC's Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1.202.942.8090.  Reports and other information about the Trust
are available on the EDGAR database on the SEC's Internet website at www.sec.gov.
Copies may be obtained after payment of a duplicating fee by electronic request at
the SEC's e-mail address: publicinfo@sec.gov or by writing to the SEC's Public
Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Trust or to make
any representations about the Trust other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Trust, nor a
solicitation of an offer to buy shares of the Trust, to any person in any state or
other jurisdiction where it is unlawful to make such an offer.

                                             The Trust's shares are distributed by:
The Trust's SEC File No.: 811-3104           Centennial Asset Management Corporation

PR0160.001.1005
Printed on recycled paper







APPENDIX TO THE PROSPECTUS OF
CENTENNIAL TAX EXEMPT TRUST

      Graphic material included in Prospectus of Centennial Tax Exempt Trust (the
"Trust") under the heading:  "Annual Total Returns (as of December 31 each year)."

      A bar chart will be included in the Prospectus of the Trust depicting the
annual total returns of a hypothetical investment in shares of the Trust for the
past 10 full calendar years.  Set forth below are the relevant data points that
will appear on the bar chart.

--------------------------------------------------------------------
Calendar Year Ended:             Annual Total Returns
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/95                         3.47%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/96                         3.00%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/97                         3.11%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/98                         2.91%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/99                         2.60%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/00                         3.42%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/01                         2.23%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/02                         0.80%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/03                         0.46%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/04                         0.59%
--------------------------------------------------------------------

------------------------------------------------------------------------------
Centennial Tax Exempt Trust
------------------------------------------------------------------------------

6803 South Tucson Way, Centennial, Colorado 80112
1.800.525.9310


Statement of Additional Information dated October 14, 2005.

      This Statement of Additional Information is not a prospectus.  This
document contains additional information about the Trust and supplements
information in the Prospectus dated October 14, 2005.  It should be read
together with the Prospectus, which may be obtained by writing to the Trust's
Transfer Agent, Shareholder Services, Inc., at P.O. Box 5143, Denver,
Colorado 80217, or by calling the Transfer Agent at the toll-free number
shown above.


Contents

Page
About the Trust
Additional Information about the Trust's Investment Policies and Risks........
     The Trust's Investment Policies..........................................
     Other Investment Strategies..............................................
     Other Investment Restrictions............................................
      Disclosure of Portfolio Holdings........................................
How the Trust is Managed......................................................
     Organization and History.................................................
      Board of Trustees and Oversight Committees..............................
     Trustees and Officers of the Trust.......................................
     The Manager..............................................................
Service Plan..................................................................
Performance of the Trust......................................................

About Your Account
How To Buy Shares.............................................................
How To Sell Shares............................................................
How To Exchange Shares........................................................
Dividends and Taxes...........................................................
Additional Information About the Trust........................................

Financial Information About the Trust
Independent Registered Public Accounting Firm's Report........................
Financial Statements..........................................................

Appendix A: Description of Securities Ratings..............................A-1
Appendix B: Municipal Bond Industry Classifications........................B-1












 -------------------------------------------------------------------------------
 ABOUT THE TRUST
 -------------------------------------------------------------------------------

Additional Information About the Trust's Investment Policies and Risks

The investment objective and the principal investment policies of the Trust
are described in the Prospectus.  This Statement of Additional Information
contains supplemental information about those policies and the types of
securities that the Trust's investment manager, Centennial Asset Management
Corporation, (referred to as, the "Manager") will select for the Trust.
Additional explanations are also provided about the strategies the Trust may
use to try to achieve its objective.

The Trust's Investment Policies. The composition of the Trust's portfolio and
the techniques and strategies that the Trust's Manager uses in selecting
portfolio securities will vary over time.  The Trust is not required to use
all of the investment techniques and strategies described below at all times
in seeking its goal.  It may use some of the special investment techniques
and strategies at some times or not at all.

      The Trust does not make investments with the objective of seeking
capital growth. However, the values of the securities held by the Trust may
be affected by changes in general interest rates and other factors, prior to
their maturity. Because the current values of debt securities vary inversely
with changes in prevailing interest rates, if interest rates increase after a
security is purchased, that security will normally fall in value.
Conversely, should interest rates decrease after a security is purchased,
normally its value will rise.

      However, those fluctuations in value will not generally result in
realized gains or losses to the Trust unless the Trust sells the security
prior to the security's maturity. A debt security held to maturity is
redeemable by its issuer at full principal value plus accrued interest. The
Trust does not usually intend to dispose of securities prior to their
maturity, but may do so for liquidity purposes, or because of other factors
affecting the issuer that cause the Manager to sell the particular security.
In that case, the Trust could realize a capital gain or loss on the sale.

      There are variations in the credit quality of municipal securities,
both within a particular rating classification and between classifications.
These variations depend on numerous factors. The yields of municipal
securities depend on a number of factors, including general conditions in the
municipal securities market, the size of a particular offering, the maturity
of the obligation and rating (if any) of the issue. These factors are
discussed in greater detail below.

Municipal Securities.  The types of municipal securities in which the Trust
may invest are described in the Prospectus under "About the Trust's
Investments." Municipal securities are generally classified as general
obligation bonds, revenue bonds and notes. A discussion of the general
characteristics of these principal types of municipal securities follows
below.

      |X|   Municipal Bonds.  We have classified municipal securities having
a maturity (when the security is issued) of more than one year as "municipal
bonds." The principal classifications of long-term municipal bonds are
"general obligation" and "revenue" (including "industrial development")
bonds. They may have fixed, variable or floating rates of interest, as
described below.

      Some bonds may be "callable," allowing the issuer to redeem them before
their maturity date. To protect bondholders, callable bonds may be issued
with provisions that prevent them from being called for a period of time.
Typically, that is 5 to 10 years from the issuance date.  When interest rates
decline, if the call protection on a bond has expired, it is more likely that
the issuer may call the bond.  If that occurs, the Trust might have to
reinvest the proceeds of the called bond in bonds that pay a lower rate of
return.

o     General Obligation Bonds.  The basic security behind general obligation
bonds is the issuer's pledge of its full faith and credit and taxing power,
if any, for the repayment of principal and the payment of interest. Issuers
of general obligation bonds include states, counties, cities, towns, and
regional districts.  The proceeds of these obligations are used to fund a
wide range of public projects, including construction or improvement of
schools, highways and roads, and water and sewer systems. The rate of taxes
that can be levied for the payment of debt service on these bonds may be
limited or unlimited. Additionally, there may be limits as to the rate or
amount of special assessments that can be levied to meet these obligations.

o     Revenue Bonds.  The principal security for a revenue bond is generally
the net revenues derived from a particular facility, group of facilities, or,
in some cases, the proceeds of a special excise tax or other specific revenue
source.  Revenue bonds are issued to finance a wide variety of capital
projects. Examples include electric, gas, water and sewer systems; highways,
bridges, and tunnels; port and airport facilities; colleges and universities;
and hospitals.

      Although the principal security for these types of bonds may vary from
bond to bond, many provide additional security in the form of a debt service
reserve fund that may be used to make principal and interest payments on the
issuer's obligations.  Housing finance authorities have a wide range of
security, including partially or fully insured mortgages, rent subsidized
and/or collateralized mortgages, and/or the net revenues from housing or
other public projects.  Some authorities provide further security in the form
of a state's ability (without obligation) to make up deficiencies in the debt
service reserve fund.

o     Industrial Development Bonds.  Industrial development bonds are
considered municipal bonds if the interest paid is exempt from federal income
tax. They are issued by or on behalf of public authorities to raise money to
finance various privately operated facilities for business and manufacturing,
housing, sports, and pollution control.  These bonds may also be used to
finance public facilities such as airports, mass transit systems, ports, and
parking.  The payment of the principal and interest on such bonds is
dependent solely on the ability of the facility's user to meet its financial
obligations and the pledge, if any, of real and personal property financed by
the bond as security for those payments.

o     Private Activity Municipal Securities.  The Tax Reform Act of 1986 (the
"Tax Reform Act") reorganized, as well as amended, the rules governing tax
exemption for interest on certain types of municipal securities.  The Tax
Reform Act generally did not change the tax treatment of bonds issued in
order to finance governmental operations.  Thus, interest on general
obligation bonds issued by or on behalf of state or local governments, the
proceeds of which are used to finance the operations of such governments,
continues to be tax-exempt.  However, the Tax Reform Act limited the use of
tax-exempt bonds for non-governmental (private) purposes.  More stringent
restrictions were placed on the use of proceeds of such bonds.  Interest on
certain private activity bonds is taxable under the revised rules.  There is
an exception for "qualified" tax-exempt private activity bonds, for example,
exempt facility bonds including certain industrial development bonds,
qualified mortgage bonds, qualified Section 501(c)(3) bonds, and qualified
student loan bonds. Normally, the Trust will not invest more than 20% of its
total assets in private activity municipal securities or other taxable
investments.

      In addition, limitations as to the amount of private activity bonds
which each state may issue were revised downward by the Tax Reform Act, which
will reduce the supply of such bonds.  The value of the Trust's portfolio
could be affected if there is a reduction in the availability of such bonds.

      Interest on certain private activity bonds issued after August 7, 1986,
which continues to be tax-exempt, will be treated as a tax preference item
subject to the alternative minimum tax (discussed below) to which certain
taxpayers are subject. The Trust may hold municipal securities the interest
on which (and thus a proportionate share of the exempt-interest dividends
paid by the Trust) will be subject to the federal alternative minimum tax on
individuals and corporations.

      The federal alternative minimum tax is designed to ensure that all
persons who receive income pay some tax, even if their regular tax is zero.
This is accomplished in part by including in taxable income certain tax
preference items that are used to calculate alternative minimum taxable
income.  The Tax Reform Act made tax-exempt interest from certain private
activity bonds a tax preference item for purposes of the alternative minimum
tax on individuals and corporations.  Any exempt-interest dividend paid by a
regulated investment company will be treated as interest on a specific
private activity bond to the extent of the proportionate relationship the
interest the investment company receives on such bonds bears to all its
exempt interest dividends.

      In addition, corporate taxpayers subject to the alternative minimum tax
may, under some circumstances, have to include exempt-interest dividends in
calculating their alternative minimum taxable income. That could occur in
situations where the "adjusted current earnings" of the corporation exceeds
its alternative minimum taxable income.

      To determine whether a municipal security is treated as a taxable
private activity bond, it is subject to a test for: (a) a trade or business
use and security interest, or (b) a private loan restriction. Under the trade
or business use and security interest test, an obligation is a private
activity bond if: (i) more than 10% of the bond proceeds are used for private
business purposes and (ii) 10% or more of the payment of principal or
interest on the issue is directly or indirectly derived from such private use
or is secured by the privately used property or the payments related to the
use of the property. For certain types of uses, a 5% threshold is substituted
for this 10% threshold.

      The term "private business use" means any direct or indirect use in a
trade or business carried on by an individual or entity other than a state or
municipal governmental unit.  Under the private loan restriction, the amount
of bond proceeds that may be used to make private loans is limited to the
lesser of 5% or $5.0 million of the proceeds.  Thus, certain issues of
municipal securities could lose their tax-exempt status retroactively if the
issuer fails to meet certain requirements as to the expenditure of the
proceeds of that issue or the use of the bond-financed facility. The Trust
makes no independent investigation of the users of such bonds or their use of
proceeds of the bonds.  If the Trust should hold a bond that loses its
tax-exempt status retroactively, there might be an adjustment to the
tax-exempt income previously distributed to shareholders.

      Additionally, a private activity bond that would otherwise be a
qualified tax-exempt private activity bond will not, under Internal Revenue
Code Section 147(a), be a qualified bond for any period during which it is
held by a person who is a "substantial user" of the facilities or by a
"related person" of such a substantial user.  This "substantial user"
provision applies primarily to exempt facility bonds, including industrial
development bonds. The Trust may invest in industrial development bonds and
other private activity bonds. Therefore, the Trust may not be an appropriate
investment for entities which are "substantial users" (or persons related to
"substantial users") of such exempt facilities. Those entities and persons
should consult their tax advisers before purchasing shares of the Trust.

      A "substantial user" of such facilities is defined generally as a
"non-exempt person who regularly uses part of a facility" financed from the
proceeds of exempt facility bonds.  Generally, an individual will not be a
"related person" under the Internal Revenue Code unless such individual or
the individual's immediate family (spouse, brothers, sisters and immediate
descendants) own directly or indirectly in the aggregate more than 50% in
value of the equity of a corporation or partnership which is a "substantial
user" of a facility financed from the proceeds of exempt facility bonds.

      |X|   Municipal Notes.  Municipal securities having a maturity (when
the security is issued) of one year or less are generally known as municipal
notes. Municipal notes generally are used to provide for short-term working
capital needs. Some of the types of municipal notes the Trust can invest in
are described below.

o     Tax Anticipation Notes.  These are issued to finance working capital
needs of municipalities.  Generally, they are issued in anticipation of
various seasonal tax revenue, such as income, sales, use or other business
taxes, and are payable from these specific future taxes.

o     Revenue Anticipation Notes.  These are notes issued in expectation of
receipt of other types of revenue, such as federal revenues available under
federal revenue-sharing programs.

o     Bond Anticipation Notes.  Bond anticipation notes are issued to provide
interim financing until long-term financing can be arranged.  The long-term
bonds that are issued typically also provide the money for the repayment of
the notes.

o     Construction Loan Notes.  These are sold to provide project
construction financing until permanent financing can be secured.  After
successful completion and acceptance of the project, it may receive permanent
financing through public agencies, such as the Federal Housing Administration.

      |X|   Tax Exempt Commercial Paper.  This type of short-term obligation
(usually having a maturity of 270 days or less) is issued by a municipality
to meet current working capital needs.

      |X|   Municipal Lease Obligations.  The Trust's investments in
municipal lease obligations may be through certificates of participation that
are offered to investors by public entities. Municipal leases may take the
form of a lease or an installment purchase contract issued by a state or
local government authority to obtain funds to acquire a wide variety of
equipment and facilities.

      Some municipal lease securities may be deemed to be "illiquid"
securities. Their purchase by the Trust would be limited as described in the
prospectus in "Illiquid Securities." From time to time the Trust may invest
more than 5% of its net assets in municipal lease obligations that the
Manager has determined to be liquid under guidelines set by the Board of
Trustees. Those guidelines require the Manager to evaluate:
o     the frequency of trades and price quotations for such securities;
o     the number of dealers or other potential buyers willing to purchase or
               sell such securities;
o     the availability of market-makers; and
o     the nature of the trades for such securities.

      Municipal leases have special risk considerations. Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation is
ordinarily backed by the municipality's covenant to budget for, appropriate
and make the payments due under the lease obligation.  However, certain lease
obligations contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease or installment purchase payments
in future years unless money is appropriated for that purpose on a yearly
basis.  While the obligation might be secured by the lease, it might be
difficult to dispose of that property in case of a default.

      Projects financed with certificates of participation generally are not
subject to state constitutional debt limitations or other statutory
requirements that may apply to other municipal securities.  Payments by the
public entity on the obligation underlying the certificates are derived from
available revenue sources. That revenue might be diverted to the funding of
other municipal service projects.  Payments of interest and/or principal with
respect to the certificates are not guaranteed and do not constitute an
obligation of a state or any of its political subdivisions.

      In addition to the risk of "non-appropriation," municipal lease
securities do not have as highly liquid a market as conventional municipal
bonds. Municipal leases, like other municipal debt obligations, are subject
to the risk of non-payment of interest or repayment of principal by the
issuer. The ability of issuers of municipal leases to make timely lease
payments may be adversely affected in general economic downturns and as
relative governmental cost burdens are reallocated among federal, state and
local governmental units.  A default in payment of income would result in a
reduction of income to the Trust. It could also result in a reduction in the
value of the municipal lease and that, as well as a default in repayment of
principal, could result in a decrease in the net asset value of the Trust.
While the Trust holds such securities, the Manager will also evaluate the
likelihood of a continuing market for these securities and their credit
quality.

|X|   Floating Rate/Variable Rate Obligations.  The Trust may invest in
instruments with floating or variable interest rates.  The interest rate on a
floating rate obligation is based on a stated prevailing market rate, such as
a bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate of return
on commercial paper or bank certificates of deposit, or some other standard.
The rate on the investment is adjusted automatically each time the market
rate is adjusted.  The interest rate on a variable rate obligation is also
based on a stated prevailing market rate but is adjusted automatically at a
specified interval.  Some variable rate or floating rate obligations in which
the Trust may invest have a demand feature entitling the holder to demand
payment of an amount approximately equal to the amortized cost of the
instrument or the principal amount of the instrument plus accrued interest at
any time, or at specified intervals not exceeding the maximum time permitted
under Rule 2a-7 (which is currently 397 days).  These notes may or may not be
backed by bank letters of credit.

      Variable rate demand notes may include master demand notes, which are
obligations that permit the Trust to invest fluctuating amounts in a note.
The amount may change daily without penalty, pursuant to direct arrangements
between the Trust, as the note purchaser, and the issuer of the note.  The
interest rates on these notes fluctuate from time to time.  The issuer of
this type of obligation normally has a corresponding right in its discretion,
after a given period, to prepay the outstanding principal amount of the
obligation plus accrued interest.  The issuer must give a specified number of
days' notice to the holders of those obligations.  Generally, the changes in
the interest rate on those securities reduce the fluctuation in their market
value.  As interest rates decrease or increase, the potential for capital
appreciation or depreciation is less than that for fixed-rate obligations
having the same maturity.

      Because these types of obligations are direct lending arrangements
between the note purchaser and issuer of the note, these instruments
generally will not be traded.  Generally, there is no established secondary
market for these types of obligations, although they are redeemable from the
issuer at face value.  Accordingly, where these obligations are not secured
by letters of credit or other credit support arrangements, the Trust's right
to redeem them is dependent on the ability of the note issuer to pay
principal and interest on demand.  These types of obligations usually are not
rated by credit rating agencies.  The Trust may invest in obligations that
are not rated only if the Manager determines at the time of investment that
they are Eligible Securities.  The Manager, on behalf of the Trust, will
monitor the creditworthiness of the issuers of the floating and variable rate
obligations in the Trust's portfolio on an ongoing basis.  There is no limit
on the amount of the Trust's assets that may be invested in floating rate and
variable rate obligations that meet the requirements of Rule 2a-7.

|X|   When-Issued and Delayed Delivery Transactions.  As stated in the
Prospectus, the Trust may invest in municipal securities on a "when-issued"
or "delayed delivery" basis. Payment for and delivery of the securities shall
not exceed 120 days from the date the offer is accepted.  The purchase price
and yield are fixed at the time the buyer enters into the commitment.  During
the period between the time of commitment and settlement, no payment is made
by the Trust to the issuer and no interest accrues to the Trust from this
investment.  However, the Trust intends to be as fully invested as possible
and will not invest in when-issued securities if its income or net asset
value will be materially adversely affected.  At the time the Trust makes the
commitment to purchase a municipal security on a when-issued basis, it will
record the transaction on its books and reflect the value of the security in
determining its net asset value.  It will also segregate cash or other liquid
high quality Securities equal in value to the commitment for the when-issued
securities.  While when-issued securities may be sold prior to settlement
date, the Trust intends to acquire the securities upon settlement unless a
prior sale appears desirable for investment reasons.  There is a risk that
the yield available in the market when delivery occurs may be higher than the
yield on the security acquired.


|X|   Tender Option Bond Programs. The Trust may also invest a significant
portion of its assets in tender option bond programs. Tender option bond
programs are a type of municipal bond derivative security that provide for
tax-free income at a variable rate. In such programs, high quality
longer-term municipal bonds are held inside a trust and varying economic
interests in the bonds are created and sold to investors. One class of
investors earns interest at a rate based on current short-term tax-exempt
interest rates and may tender its holdings at par to the program sponsor at
agreed upon intervals. This share class is an eligible security for municipal
money market fund investments. A second class of investors has a residual
income interest (earning any net income produced by the underlying bonds that
exceeds the variable income paid to the other class of investors) and bears
the risk that the underlying bonds decline in value due to changes in market
interest rates. The Funds do not invest in this second class of shares. Under
the terms of such programs, both investor classes bear the risk of loss that
would result from a default on the underlying bonds as well as from other
potential, yet remote, credit ot structural events.


|X|   Ratings of Securities - Portfolio Quality, Maturity and
Diversification.  Under Rule 2a-7 of the Investment Company Act of 1940
("Investment Company Act"), the Trust uses the amortized cost method to value
its portfolio securities to determine the Trust's net asset value per share.
Rule 2a-7 imposes requirements for the maturity, quality and diversification
of the securities which the Trust buys.  The Trust may purchase only those
securities that the Manager, under procedures approved by the Board of
Trustees, has determined have minimal credit risk and, as such, are "eligible
securities."

o     Quality.  Eligible securities are securities that have received a
rating in one of the two highest short-term rating categories by a rating
organization.  Rating organizations are designated by the SEC.  Eligible
securities may be "first tier" or "second tier" securities.  First tier
securities are those that have received a rating in the highest category for
short term debt obligations by at least two rating organizations.  If only
one rating organization has rated the security, it must be rated in the
highest category for that rating organization.  U.S. government securities
and securities issued by a registered money market mutual fund are also first
tier securities.

         The Trust may also buy second tier "conduit securities."  These
eligible securities are securities rated by rating organizations but are not
first tier securities.  Conduit securities are municipal securities such as
industrial development or revenue bonds issued to finance non-government
projects.  The payment of the principal and interest on a conduit security is
not the obligation of the municipal issuer, but is the obligation of another
person who is ultimately responsible for the payment of principal and
interest, such as the user of the facility.  The Trust may not invest more
than 5% of its total assets in second tier conduit securities.

         The Trust may also buy unrated securities that the Manager
determines are comparable in quality to a first or second tier security by
applying certain criteria established by the Board to determine its
creditworthiness.  These criteria require a high quality short term or
long-term rating (depending on the security) from a rating organization.
Unrated securities the Trust may buy include asset backed securities and
securities subject to "demand features" or "guarantees."

         The Trust may purchase a security subject to a guarantee if the
guarantee is an eligible security or a first tier security. The trust may
also purchase a security subject to a "conditional" demand feature if the
demand feature is an eligible security and the Manager has decided that the
conditional demand feature meets the requirements imposed by Rule 2a-7.

      If a security's rating is downgraded, the Manager or the Board of
Trustees may have to reassess the security's credit risk.  If a security is
downgraded, the Manager or the Board of Trustees will promptly reassess
whether the security continues to present minimal credit risk, reassess the
status of the security as an "eligible security," and take such actions as is
appropriate. If the Trust disposes of the security within five days of the
Manager learning of the downgrade, the Manager will provide the Board of
Trustees with subsequent notice of such downgrade.  If a security is in
default, or ceases to be an eligible security, or is determined no longer to
present minimal credit risks, the Board of Trustees must determine whether it
would be in the best interests of the Trust to dispose of the security.

o     Diversification.  With respect to 75% of its total assets, the Trust
cannot invest more than 5% of its total assets in securities issued by one
issuer.   It cannot invest more than 5% of its total assets in securities of
one issuer unless the security is a first tier security.  The Trust also
cannot invest more than 1% of its total assets or $1.0 million, whichever is
greater, in second tier securities of one issuer.  For diversification
purposes, the Trust is considered to have purchased the security underlying a
repurchase agreement if the repurchase agreement is fully collateralized.
For a refunded security, the Trust is considered to have the U.S. government
securities underlying the refunded security.  For conduit securities, the
Trust considers the issuer to be the person ultimately responsible for
payment of the obligation.  If the Trust buys an asset backed security, the
issuer of the security is deemed to be the "special purpose" entity which
issued the security.  A special purpose entity is an entity which is
organized solely for the purpose of issuing asset backed securities.  If the
asset backed securities issued by the special purpose entity include the
obligations of another person or another special purpose entity and those
obligations amount to 10% or more of the asset backed securities the Trust
buys, that other person or entity is considered to be the issuer of a pro
rata percentage of the asset backed security.

         The Trust may buy a security subject to a demand feature or
guarantee.  In this case, with respect to 75% of its total assets, the Trust
may not invest more than 10% of its total assets in securities issued by or
subject to demand features or guarantees issued by the same issuer.  If the
demand feature or guarantee is a second tier security, the Trust may not
invest more than 5% of its total assets in securities subject to demand
features or guarantees from the same issuer.  And, the Trust may not invest
more than 10% of its total assets in securities issued by or subject to
demand features or guarantees from the same issuer.  However, if the demand
feature or guarantee is issued by a person who is a non-controlled person,
the Trust does not have to limit its investments to no more than 10% of its
total assets in securities issued by or subject to demand features or
guarantees from the same issuer.

o     Maturity.  The Trust must maintain a dollar-weighted average portfolio
maturity of not more than 90 days, and the maturity of any single security
must not be in excess the maximum permitted maturity under Rule 2a-7 which is
currently 397 days from the date of purchase.  The Trust also may buy
adjustable and floating rate securities, enter into repurchase agreements and
lend portfolio securities.  Rule 2a-7 defines how the maturities of these
securities are determined.

o     Demand Features and Guarantees.  Demand features and guarantees and
some of their uses are described in the Prospectus.  The Trust also uses
demand features and guarantees to satisfy the maturity, quality and
diversification requirements described above.  The Trust considers the person
which issues the demand feature as the person to whom the Trust will look for
payment.  An unconditional demand feature is considered a guarantee and the
Trust looks to the person making the guarantee for payment of the obligation
of the underlying security.


         The Trust may obtain a demand feature from the seller to repurchase
the securities that entitles the Trust to achieve same day settlement from
the repurchaser and to receive an exercise price equal to the amortized cost
of the underlying security plus accrued interest, if any, at the time of
exercise.  Another type of demand feature enables the Trust to sell the
underlying security within a specified period of time at a fixed exercise
price.  The Trust may pay for demand features either separately in cash or by
paying a higher price for the securities acquired subject to the demand
features.  The Trust will enter into these transactions only with banks and
dealers which, in the Manager's opinion, present minimal credit risks.  The
Trust's purchases of demand features are subject to the provisions of Rule
2a-7 under the Investment Company Act.


      The Trust's ability to exercise a demand feature or guarantee will
depend on the ability of the bank or dealer to pay for the securities if the
demand feature or guarantee is exercised.  If the bank or dealer should
default on its obligation, the Trust might not be able to recover all or a
portion of any loss sustained from having to sell the security elsewhere.
Demand features and guarantees are not transferable by the Trust, and
therefore terminate if the Trust sells the underlying security to a third
party.  The Trust intends to enter into these arrangements to facilitate
portfolio liquidity, although such arrangements may enable the Trust to sell
a security at a pre-arranged price which may be higher than the prevailing
market price at the time the demand feature or guarantee is exercised. Any
considerations paid by the Trust for the demand feature (which increases the
cost of the security and reduces the yield otherwise available for the
security) will be reflected on the Trust's books as unrealized depreciation
while the demand feature or guarantee is held, and a realized gain or loss
when demand feature is exercised or expires.

Other Investment Strategies

|X|   Repurchase Agreements.  In a repurchase transaction, the Trust acquires
a security from, and simultaneously resells it to, an approved vendor (a U.S.
commercial bank or the U.S. branch of a foreign bank having total domestic
assets of at least $1 billion or a broker-dealer with a net capital of at
least $50 million and which has been designated a primary dealer in
government securities). They must meet credit requirements set by the Manager
from time to time.  The resale price exceeds the purchase price by an amount
that reflects an agreed-upon interest rate effective for the period during
which the repurchase agreement is in effect.  The majority of these
transactions run from day to day, and delivery pursuant to the resale
typically will occur within one to five days of the purchase.  Repurchase
agreements are considered "loans" under the Investment Company Act,
collateralized by the underlying security.  The Trust's repurchase agreements
require that at all times while the repurchase agreement is in effect, the
value of the collateral must equal or exceed the repurchase price to fully
collateralize the repayment obligation.  Additionally, the Manager will
monitor the vendor's creditworthiness to confirm that the vendor is
financially sound and will continuously monitor the collateral's value.

      Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission, the Trust, along with other affiliated entities managed by the
Manager, may transfer uninvested cash balances into one or more joint
repurchase accounts. These balances are invested in one or more repurchase
agreements, secured by U.S. government securities. Securities that are
pledged as collateral for repurchase agreements are held by a custodian bank
until the agreements mature. Each joint repurchase arrangement requires that
the market value of the collateral be sufficient to cover payments of
interest and principal; however, in the event of default by the other party
to the agreement, retention or sale of the collateral may be subject to legal
proceedings.

|X|   Bank Loan Participation Agreements.  The Trust may invest in bank loan
participation agreements, subject to the investment limitation set forth in
the Prospectus as to investments in illiquid securities.  Participation
agreements provide an undivided interest in a loan made by the bank issuing
the participation interest in the proportion that the buyer's investment
bears to the total principal amount of the loan.  Under this type of
arrangement, the issuing bank may have no obligation to the buyer other than
to pay principal and interest on the loan if and when received by the bank.
Thus, the Trust must look to the creditworthiness of the borrower, which is
obligated to make payments of principal and interest on the loan.  If the
borrower fails to pay scheduled principal or interest payments, the Trust may
experience a reduction in income.

|X|   Diversification.  For purposes of diversification under the Investment
Company Act, and the Trust's investment restrictions, the identification of
the issuer of a Municipal Bond or Note depends on the terms and conditions of
the security.  When the assets and revenues of an agency, authority,
instrumentality or other political subdivision are separate from those of the
government creating the subdivision and the security is backed only by the
assets and revenues of the subdivision, such subdivision would be deemed to
be the sole issuer.  Similarly, in the case of an industrial development
bond, if that bond is backed only by the assets and revenues of the
nongovernmental user, then such nongovernmental user would be deemed to be
the sole issuer.  If, however, in either case, the creating government or
some other entity guarantees a security, such a guarantee would be considered
a separate security and is to be treated as an issue of such government or
other entity. Conduit securities are deemed to be issued by the person
ultimately responsible for payments of interest and principal on the security.

Other Investment Restrictions

      |X|   What Are "Fundamental Policies?" Fundamental policies are those
policies that the Trust has adopted to govern its investments that can be
changed only by the vote of a "majority" of the Trust's outstanding voting
securities.  Under the Investment Company Act, a "majority" vote is defined
as the vote of the holders of the lesser of:
o     67% or more of the shares present or represented by proxy at a
           shareholder meeting, if the holders of more than 50% of the
           outstanding shares are present or represented by proxy, or
o     more than 50% of the outstanding shares.

      The Trust's investment objective is a fundamental policy. Other
policies described in the Prospectus or this Statement of Additional
Information are "fundamental" only if they are identified as such.  The
Trust's Board of Trustees can change non-fundamental policies without
shareholder approval.  However, significant changes to investment policies
will be described in supplements or updates to the Prospectus or this
Statement of Additional Information, as appropriate. The Trust's most
significant investment policies are described in the Prospectus.

|X|   Does the Trust Have Additional Fundamental Policies?  The following
investment restrictions are fundamental policies of the Trust.

o     The Trust cannot make loans, except by purchasing debt obligations in
           accordance with its investment policies as approved by the Board,
           or by entering into repurchase agreements, or by lending portfolio
           securities in accordance with applicable regulations;

o     The Trust cannot borrow money except as a temporary measure for
           extraordinary or emergency purposes, and then only up to 10% of
           the value of its assets; no more than 10% of the Trust's net
           assets may be pledged, mortgaged or assigned to secure a debt; no
           investments may be made while outstanding borrowings, other than
           by means of reverse repurchase agreements (which are not
           considered borrowings under this restriction), exceed 5% of its
           assets;

o     The Trust cannot invest more than 5% of the value of its total assets
           taken at market value in the securities of any one issuer (not
           including the U.S. government or its agencies or
           instrumentalities, whose securities may be purchased without
           limitation for defensive purposes);

o     The Trust cannot purchase more than 10% of the outstanding voting
           securities of any one issuer or invest in companies for the
           purpose of exercising control;

o     The Trust cannot invest in commodities or commodity contracts or invest
           in interests in oil, gas or other mineral exploration or
           development programs;

o     The Trust cannot invest in real estate; however the Trust may purchase
           municipal bonds or notes secured by interests in real estate;

o     The Trust cannot make short sales of securities or purchase securities
           on margin, except for short-term credits necessary for the
           clearance of purchases and sales of portfolio securities;

o     The Trust cannot invest in or hold securities of any issuer if those
           officers and trustees or directors of the Trust or its advisor who
           beneficially own individually more than 0.5% of the securities of
           such issuer together own more than 5% of the securities of such
           issuer;

o     The Trust cannot underwrite securities issued by other persons except
           to the extent that, in connection with the disposition of its
           portfolio investments, it may be deemed to be an underwriter for
           purposes of the Securities Act of 1933;

o     The Trust cannot invest in securities of other investment companies
           except as they may be acquired as part of a merger, consolidation
           or acquisition of assets;

o     The Trust cannot issue "senior securities," but this does not prohibit
           certain investment activities for which assets of the Trust are
           designated as segregated, or margin, collateral or escrow
           arrangements are established, to cover the related obligations; or

o     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.


      Except for the fundamental investment restriction regarding the Trust's
borrowing policy, unless the Prospectus or this Statement of Additional
Information states that a percentage restriction applies on an ongoing basis,
it applies only at the time the Trust makes an investment. The Trust need not
sell securities to meet the percentage limits if the value of the investment
increases in proportion to the size of the Trust.

      For purposes of the Trust's policy not to concentrate its investments
in securities of issuers, the Trust has adopted the industry classifications
set forth in Appendix B to this Statement of Additional Information.  This is
not a fundamental policy.


Disclosure of Portfolio Holdings.  The Trust has adopted policies and
procedures concerning the dissemination of information about its portfolio
holdings by employees, officers and/or directors of OppenheimerFunds Inc.,
Distributor, Sub-Distributor and Transfer Agent.  These policies are designed
to assure that non-public information about portfolio securities is
distributed only for a legitimate business purpose, and is done in a manner
that (a) conforms to applicable laws and regulations and (b) is designed to
prevent that information from being used in a way that could negatively
affect the Trust's investment program or enable third parties to use that
information in a manner that is harmful to the Trust.

o     Public Disclosure. The Fund's portfolio holdings are made publicly
         available no later than 60 days after the close of each of the
         Fund's fiscal quarters in semi-annual and annual reports to
         shareholders, or in its Statements of Investments on Form N-Q, which
         are publicly available at the Securities and Exchange Commission
         ("SEC").


      Until publicly disclosed, the Trust's portfolio holdings are
proprietary, confidential business information. While recognizing the
importance of providing the Trust's shareholders with information about their
Trust's investments and providing portfolio information to a variety of third
parties to assist with the management, distribution and administrative
process, the need for transparency must be balanced against the risk that
third parties who gain access to the Trust's portfolio holdings information
could attempt to use that information to trade ahead of or against the Trust,
which could negatively affect the prices the Trust is able to obtain in
portfolio transactions or the availability of the securities that portfolio
managers are trading on the Trust's behalf.


      The Manager and its subsidiaries and affiliates, employees, officers,
and directors, shall neither solicit nor accept any compensation or other
consideration (including any agreement to maintain assets in the Trust or in
other investment companies or accounts managed by the Manager or any
affiliated person of the Manager) in connection with the disclosure the
Trust's non-public portfolio holdings. The receipt of investment advisory
fees or other fees and compensation paid to the Manager and its subsidiaries
pursuant to agreements approved by the Trust's Board shall not be deemed to
be "compensation" or "consideration" for these purposes.  It is a violation
of the Code of Ethics for any covered person to release holdings in
contravention of portfolio holdings disclosure policies and procedures
adopted by the Trust.


      A list of the top 10 or more portfolio securities holdings (based on
invested assets), listed by security or by issuer, as of the end of each
month may be disclosed to third parties (subject to the procedures below) no
sooner than 15 days after month-end.

      Except under special limited circumstances discussed below, month-end
lists of the Trust's complete portfolio holdings may be disclosed no sooner
than 30-days after the relevant month-end, subject to the procedures below.
If the Trust's complete portfolio holdings have not been disclosed publicly,
they may be disclosed pursuant to special requests for legitimate business
reasons, provided that:

o     The third-party recipient must first submit a request for release of
      Trust portfolio holdings, explaining the business reason for the
      request;
o     Senior officers (a Senior Vice President or above) in the Manager's
      Portfolio and Legal departments must approve the completed request for
      release of Trust portfolio holdings; and
o     The third-party recipient must sign the Manager's portfolio holdings
      non-disclosure agreement before receiving the data, agreeing to keep
      information that is not publicly available regarding the Trust's
      holdings confidential and agreeing not to trade directly or indirectly
      based on the information.

      The Trust's complete portfolio holdings positions may be released to
the following categories of entities or individuals on an ongoing basis,
provided that such entity or individual either (1) has signed an agreement to
keep such information confidential and not trade on the basis of such
information or (2) is subject to fiduciary obligations, as a member of the
Trust's Board, or as an employee, officer and/or trustee of the Manager,
Distributor, Sub-Distributor or Transfer Agent, or their respective legal
counsel, not to disclose such information except in conformity with these
policies and procedures and not to trade for his/her personal account on the
basis of such information:

o     Employees of the Trust's Manager, Distributor and Transfer Agent who
      need to have access to such information (as determined by senior
      officers of such entity),
o     The Trust's certified public accountants and independent registered
      public accounting firm,
o     Members of the Trust's Board and the Board's legal counsel,
o     The Trust's custodian bank,
o     A proxy voting service designated by the Trust and its Board,
o     Rating/ranking organizations (such as Lipper and Morningstar),
o     Portfolio pricing services retained by the Manager to provide portfolio
      security prices, and
o     Dealers, to obtain bids (price quotations, if securities are not priced
      by the Trust's regular pricing services).

      Portfolio holdings information of the Trust may be provided, under
limited circumstances, to brokers and/or dealers with whom the Trust trades
and/or entities that provide investment coverage and/or analytical
information regarding the Trust's portfolio, provided that there is a
legitimate investment reason for providing the information to the broker,
dealer or other entity.  Month-end portfolio holdings information may, under
this procedure, be provided to vendors providing research information and/or
analytics to the fund, with at least a 15-day delay after the month end, but
in certain cases may be provided to a broker or analytical vendor with a 1- 2
day lag to facilitate the provision of requested investment information to
the manager to facilitate a particular trade or the portfolio manager's
investment process for the Trust.  Any third party receiving such information
must first sign the Manager's portfolio holdings non-disclosure agreement as
a pre-condition to receiving this information.

      Portfolio holdings information (which may include information on
individual securities positions or multiple securities) may be provided to
the entities listed below (1) by portfolio traders employed by the Manager in
connection with portfolio trading, and (2) by the members of the Manager's
Security Valuation Group and Accounting Departments in connection with
portfolio pricing or other portfolio evaluation purposes:

o     Brokers and dealers in connection with portfolio transactions
      (purchases and sales)
o     Brokers and dealers to obtain bids or bid and asked prices (if
      securities held by the Trust are not priced by the fund's regular
      pricing services)
o     Dealers to obtain price quotations where the fund is not identified as
      the owner

      Portfolio holdings information (which may include information on the
Trust's entire portfolio or individual securities therein) may be provided by
senior officers of the Manager or attorneys on the legal staff of the
Manager, Distributor, Sub-Distributor or Transfer Agent, in the following
circumstances:

o     Response to legal process in litigation matters, such as responses to
      subpoenas or in class action matters where the Fund may be part of the
      plaintiff class (and seeks recovery for losses on a security) or a
      defendant,
o     Response to regulatory requests for information (the SEC, NASD, state
      securities regulators, and/or foreign securities authorities, including
      without limitation requests for information in inspections or for
      position reporting purposes),
o     To potential sub-advisors of portfolios (pursuant to confidentiality
      agreements),
o     To consultants for retirement plans for plan sponsors/discussions at
      due diligence meetings (pursuant to confidentiality agreements),
o     Investment bankers in connection with merger discussions (pursuant to
      confidentiality agreements)

      Portfolio managers and analysts may, subject to the Manager's policies
on communications with the press and other media, discuss portfolio
information in interviews with members of the media, or in due diligence or
similar meetings with clients or prospective purchasers of Fund shares or
their financial intermediary representatives.

      The Trust's shareholders may, under unusual circumstances (such as a
lack of liquidity in the Trust's portfolio to meet redemptions), receive
redemption proceeds of their Trust shares paid as pro rata shares of
securities held in the Trust's portfolio.  In such circumstances, disclosure
of the Trust's portfolio holdings may be made to such shareholders.

      The Chief Compliance Officer of the Trust and the Manager, Distributor,
Sub-Distributor and Transfer Agent (the "CCO") shall oversee the compliance
by the Manager, Distributor, Sub-Distributor Transfer Agent, and their
personnel with these policies and procedures. At least annually, the CCO
shall report to the Trust's Board on such compliance oversight and on the
categories of entities and individuals to which disclosure of portfolio
holdings of the Trust has been made during the preceding year pursuant to
these policies. The CCO shall report to the Trust's Board any material
violation of these policies and procedures during the previous calendar
quarter and shall make recommendations to the Board as to any amendments that
the CCO believes are necessary and desirable to carry out or improve these
policies and procedures.

      The Manager and/or the Trust have entered into ongoing arrangements to
make available information about the Trust's portfolio holdings.  One or more
of the Oppenheimer funds may currently disclose portfolio holdings
information based on ongoing arrangements to the following parties:

          ---------------------------------------------------------
          A.G. Edwards & Sons           Keijser Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          ABG Securities                Kempen & Co. USA Inc.
          ---------------------------------------------------------
          ---------------------------------------------------------
          ABN AMRO                      Kepler Equities/Julius
                                        Baer Sec
          ---------------------------------------------------------
          ---------------------------------------------------------
          Advest                        KeyBanc Capital Markets
          ---------------------------------------------------------
          ---------------------------------------------------------
          AG Edwards                    Leerink Swan
          ---------------------------------------------------------
          ---------------------------------------------------------
          American Technology Research  Legg Mason
          ---------------------------------------------------------
          ---------------------------------------------------------
          Auerbach Grayson              Lehman
          ---------------------------------------------------------
          ---------------------------------------------------------
          Banc of America Securities    Lehman Brothers
          ---------------------------------------------------------
          ---------------------------------------------------------
          Barclays                      Lipper
          ---------------------------------------------------------
          ---------------------------------------------------------
          Baseline                      Loop Capital Markets
          ---------------------------------------------------------
          ---------------------------------------------------------
          Bear Stearns                  MainFirst Bank AG
          ---------------------------------------------------------
          ---------------------------------------------------------
          Belle Haven                   Makinson Cowell US Ltd
          ---------------------------------------------------------
          ---------------------------------------------------------
          Bloomberg                     Maxcor Financial
          ---------------------------------------------------------
          ---------------------------------------------------------
          BNP Paribas                   Merrill
          ---------------------------------------------------------
          ---------------------------------------------------------
          BS Financial Services         Merrill Lynch
          ---------------------------------------------------------
          ---------------------------------------------------------
          Buckingham Research Group     Midwest Research
          ---------------------------------------------------------
          ---------------------------------------------------------
          Caris & Co.                   Mizuho Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          CIBC World Markets            Morgan Stanley
          ---------------------------------------------------------
          ---------------------------------------------------------
          Citigroup                     Morningstar
          ---------------------------------------------------------
          ---------------------------------------------------------
          Citigroup Global Markets      Natexis Bleichroeder
          ---------------------------------------------------------
          ---------------------------------------------------------
          Collins Stewart               Ned Davis Research Group
          ---------------------------------------------------------
          ---------------------------------------------------------
          Craig-Hallum Capital Group LLCNomura Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          Credit Agricole Cheuvreux     Pacific Crest
          N.A. Inc.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Credit Suisse First Boston    Pacific Crest Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          Daiwa Securities              Pacific Growth Equities
          ---------------------------------------------------------
          ---------------------------------------------------------
          Davy                          Petrie Parkman
          ---------------------------------------------------------
          ---------------------------------------------------------
          Deutsche Bank                 Pictet
          ---------------------------------------------------------
          ---------------------------------------------------------
          Deutsche Bank Securities      Piper Jaffray Inc.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Dresdner Kleinwort WassersteinPlexus
          ---------------------------------------------------------
          ---------------------------------------------------------
          Emmet & Co                    Prager Sealy & Co.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Empirical Research            Prudential Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          Enskilda Securities           Ramirez & Co.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Essex Capital Markets         Raymond James
          ---------------------------------------------------------
          ---------------------------------------------------------
          Exane BNP Paribas             RBC Capital Markets
          ---------------------------------------------------------
          ---------------------------------------------------------
          Factset                       RBC Dain Rauscher
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fidelity Capital Markets      Research Direct
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fimat USA Inc.                Robert W. Baird
          ---------------------------------------------------------
          ---------------------------------------------------------
          First Albany                  Roosevelt & Cross
          ---------------------------------------------------------
          ---------------------------------------------------------
          First Albany Corporation      Russell Mellon
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fixed Income Securities       Ryan Beck & Co.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fortis Securities             Sanford C. Bernstein
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fox-Pitt, Kelton              Scotia Capital Markets
          ---------------------------------------------------------
          ---------------------------------------------------------
          Friedman, Billing, Ramsey     SG Cowen & Co.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fulcrum Global Partners       SG Cowen Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          Garp Research                 Soleil Securities Group
          ---------------------------------------------------------
          ---------------------------------------------------------
          George K Baum & Co.           Standard & Poors
          ---------------------------------------------------------
          ---------------------------------------------------------
          Goldman                       Stone & Youngberg
          ---------------------------------------------------------
          ---------------------------------------------------------
          Goldman Sachs                 SWS Group
          ---------------------------------------------------------
          ---------------------------------------------------------
          HSBC                          Taylor Rafferty
          ---------------------------------------------------------
          ---------------------------------------------------------
          HSBC Securities Inc           Think Equity Partners
          ---------------------------------------------------------
          ---------------------------------------------------------
          ING Barings                   Thomas Weisel Partners
          ---------------------------------------------------------
          ---------------------------------------------------------
          ISI Group                     UBS
          ---------------------------------------------------------
          ---------------------------------------------------------
          Janney Montgomery             Wachovia
          ---------------------------------------------------------
          ---------------------------------------------------------
          Jefferies                     Wachovia Corp
          ---------------------------------------------------------
          ---------------------------------------------------------
          Jeffries & Co.                Wachovia Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          JP Morgan                     Wescott Financial
          ---------------------------------------------------------
          ---------------------------------------------------------
          JP Morgan Securities          William Blair
          ---------------------------------------------------------
          ---------------------------------------------------------
          JPP Eurosecurities            Yieldbook
          ---------------------------------------------------------
          ---------------------------------------------------------
          Keefe, Bruyette & Woods
          ---------------------------------------------------------


How the Trust is Managed

Organization and History.  The Trust is an open-end, diversified management
investment company organized as a Massachusetts business trust in 1985, with
an unlimited number of authorized shares of beneficial interest.

|X|   Classes  of  Shares.  The Trust  has a single  class of shares of stock.
While  that class has no  designation,  it is deemed to be the  equivalent  of
Class A for purposes of the shareholder  account  policies that apply to Class
A shares of the Oppenheimer funds.

      Shares of the Trust are  freely  transferable.  Each  share has one vote
at shareholder  meetings,  with  fractional  shares voting  proportionally  on
matters  submitted  to a vote of  shareholders.  There  are no  preemptive  or
conversion  rights and shares  participate  equally in the assets of the Trust
upon liquidation.


Meetings of Shareholders.  As a Massachusetts business trust, the Trust is
not required to hold, and does not plan to hold, regular annual meetings of
shareholders, but may do so from time to time on important matters or when
required to do so by the Investment Company Act or other applicable law.
Shareholders have the right, upon a vote or declaration in writing of
two-thirds of the outstanding shares of the Trust, to remove a Trustee or to
take other action described in the Trust's Declaration of Trust.


      The Trustees will call a meeting of shareholders to vote on the removal
of a Trustee upon the written request of the record holders of 10% of its
outstanding shares.  If the Trustees receive a request from at least 10
shareholders stating that they wish to communicate with other shareholders to
request a meeting to remove a Trustee, the Trustees will then either make the
Trust's shareholder list available to the applicants or mail their
communication to all other shareholders at the applicants' expense. The
shareholders making the request must have been shareholders for at least six
months and must hold shares of the Trust valued at $25,000 or more or
constituting at least 1% of the Trust's outstanding shares, whichever is
less. The Trustees may also take other action as permitted by the Investment
Company Act.

|X|   Shareholder  and Trustee  Liability.  The  Declaration of Trust contains
an express  disclaimer  of  shareholder  or Trustee  liability for the Trust's
obligations.  It  also  provides  for  indemnification  and  reimbursement  of
expenses  out of the Trust's  property  for any  shareholder  held  personally
liable for its  obligations.  The  Declaration  of Trust also states that upon
request,  the Trust  shall  assume the  defense  of any claim  made  against a
shareholder  for any act or  obligation  of the Trust and  shall  satisfy  any
judgment  on  that  claim.  Massachusetts  law  permits  a  shareholder  of  a
business  trust  (such  as  the  Trust)  to be  held  personally  liable  as a
"partner"  under  certain  circumstances.  However,  the  risk  that  a  Trust
shareholder  will incur  financial  loss from being held liable as a "partner"
of the Trust is limited to the relatively  remote  circumstances  in which the
Trust would be unable to meet its obligations.

      The Trust's contractual arrangements state that any person doing
business with the Trust (and each shareholder of the Trust) agrees under its
Declaration of Trust to look solely to the assets of the Trust for
satisfaction of any claim or demand that may arise out of any dealings with
the Trust. Additionally, the Trustees shall have no personal liability to any
such person, to the extent permitted by law.

Board of Trustees and Oversight Committees. The Trust is governed by a Board
of Trustees, which is responsible for protecting the interests of
shareholders under Massachusetts law. The Trustees meet periodically
throughout the year to oversee the Trust's activities, review its
performance, and review the actions of the Manager.


      The Board of Trustees has an Audit Committee, a Review Committee and a
Governance Committee.  The Audit Committee is comprised solely of Independent
Trustees.  The members of the Audit Committee are Edward L. Cameron
(Chairman), George C. Bowen, Robert J. Malone and F. William Marshall, Jr.
The Audit Committee held 7 meetings during the fiscal year ended June 30,
2005. The Audit Committee furnishes the Board with recommendations regarding
the selection of the Trust's independent registered public accounting firm
(also referred to as the "independent Auditors"). Other main functions of the
Audit Committee, outlined in the Audit Committee Charter, include, but are
not limited to: (i) reviewing the scope and results of financial statement
audits and the audit fees charged; (ii) reviewing reports from the Trust's
independent Auditors regarding the Trust's internal accounting procedures and
controls; (iii) reviewing reports from the Manager's Internal Audit
Department; (iv) maintaining a separate line of communication between the
Trust's independent Auditors and the Trustees who are not "interested
persons" under the Investment Company Act (the "Independent Trustees");
(v) reviewing the independence of the Trust's independent Auditors; and
(vi) pre-approving the provision of any audit and non-audit services by the
Trust's independent Auditors, including tax services, that are not prohibited
by the Sarbanes-Oxley Act, to the Trust; and (vii) reviewing certain reports
from and meeting periodically with the Trust's Chief Compliance Officer.

      The members of the Review Committee are Jon S. Fossel (Chairman),
Robert G. Avis, Sam Freedman, Richard F. Grabish and Beverly Hamilton.  The
Review Committee held 6 meetings during the Trust's fiscal year ended June
30, 2005. Among other duties set forth in the Review Committee's Charter, the
Review Committee reports and makes recommendations to the Board concerning
the fees paid to the Trust's Transfer Agent and the Manager and the services
provided to the Trust by the Transfer Agent and the Manager.  The Review
Committee also reviews the Trust's investment performance as well as the
policies and procedures adopted by the Trust to comply with the Investment
Company Act and other applicable law.

The Governance Committee is comprised solely of Independent Trustees. The
members of the Governance Committee are, Robert J. Malone (Chairman), William
Armstrong, Beverly L. Hamilton and F. William Marshall, Jr.  The Governance
Committee held 5 meetings during the Trust's fiscal year ended June 30, 2005.



      The Governance Committee has adopted a charter setting forth its duties
and responsibilities.  Among other duties, the Governance Committee reviews
and oversees the Trust's governance guidelines, the adequacy of the Trust's
Code of Ethics and the nomination of Trustees, including Independent
Trustees.  The Governance Committee has adopted a process for shareholder
submission of nominees for board positions. Shareholders may submit names of
individuals, accompanied by complete and properly supported resumes, for the
Governance Committee's consideration by mailing such information to the
Governance Committee in care of the Trust. The Governance Committee may
consider such persons at such time as it meets to consider possible nominees.
The Governance Committee, however, reserves sole discretion to determine
which candidates for Trustees and independent Trustees it will recommend to
the Board and/or shareholders and it may identify candidates other than those
submitted by Shareholders. The Governance Committee may, but need not,
consider the advice and recommendation of the Manager and/or its affiliates
in selecting nominees. The full Board elects new Trustees except for those
instances when a shareholder vote is required.

      Shareholders who desire to communicate with the Board should address
correspondence to the Board or an individual Board member and may submit
their correspondence electronically at www.oppenheimerfunds.com under the
caption "contact us" or by mail to the Trust at the address above.


Trustees and Officers of the Trust. Except for Messrs. Murphy and Grabish,
each of the Trustees is an "Independent Trustee,"  under the Investment
Company Act. Mr. Grabish is an "Interested Trustee," by virtue of his
positions with A.G. Edwards & Sons, Inc. Mr. Grabish, serves as Trustee for
only the following funds: Centennial California Tax Exempt Trust, Centennial
Government Trust, Centennial Money Market Trust, Centennial New York Tax
Exempt Trust and Centennial Tax Exempt Trust.  With the exception of Mr.
Grabish, all of the Trustees are also trustees or directors of the following
Oppenheimer/Centennial Funds( referred to as "Board II Funds"):


Oppenheimer Cash Reserves                  Oppenheimer   Principal   Protected
                                           Trust III

Oppenheimer Champion Income Fund           Oppenheimer Real Asset Fund
                                           Oppenheimer  Senior  Floating  Rate

Oppenheimer Capital Income Fund            Fund
Oppenheimer Equity Fund, Inc.              Oppenheimer Strategic Income Fund
Oppenheimer High Yield Fund                Oppenheimer Variable Account Funds
Oppenheimer International Bond Fund        Panorama Series Fund, Inc.
Oppenheimer Integrity Funds
                                           Centennial  California  Tax  Exempt
Oppenheimer Limited-Term Government Fund   Trust
Oppenheimer Main Street Funds, Inc.        Centennial Government Trust
Oppenheimer Main Street Opportunity Fund   Centennial Money Market Trust
                                           Centennial   New  York  Tax  Exempt
Oppenheimer Main Street Small Cap Fund     Trust
Oppenheimer Municipal Fund                 Centennial Tax Exempt Trust
Oppenheimer Principal Protected Trust
Oppenheimer Principal Protected Trust II


      Present or former officers, directors, trustees and employees (and
their immediate family members) of the Trust, the Manager and its affiliates,
and retirement plans established by them for their employees are permitted to
purchase Class A shares of the Trust and the other Oppenheimer funds at net
asset value without sales charge. The sales charge on Class A shares is
waived for that group because of the reduced sales efforts realized by the
Distributor.

      Messrs. Bonnell, Gillespie, Murphy, Petersen, Vandehey, Vottiero,
Wixted and Zack, and Mss. Bloomberg and Ives, who are officers of the Trust,
hold the same offices with one or more of the other Board II Funds. As of
September 30, 2005 the Trustees and officers of the Trust, as a group, owned
of record or beneficially less than 1% of the shares of the Trust. The
foregoing statement does not reflect ownership of shares held of record by an
employee benefit plan for employees of the Manager, other than the shares
beneficially owned under that plan by the officers of the Board II Funds. In
addition, none of the Independent Trustees (nor any of their immediate family
members) own securities of either the Manager, Distributor or Sub-Distributor
or of any entity directly or indirectly controlling, controlled by or under
common control with the Manager, Distributor or Sub-Distributor of the Board
II Funds.

Biographical Information. The Trustees and officers, their positions with the
Trust length of service in such position(s), and principal occupations and
business affiliations during at least the past five years are listed in the
charts below. The charts also include information about each Trustee's
beneficial share ownership in the Trust and in all of the registered
investment companies that the Trustee oversees in the Oppenheimer family of
funds ("Supervised Funds"). The address of each Trustee in the charts below
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.


-------------------------------------------------------------------------------------
                                Independent Trustees
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,              Principal  Occupation(s)  During  Past  5   Dollar     Aggregate
                                                                           Dollar
                                                                          Range of
                                                                           Shares
                                                                         Beneficially
                                                                          Owned in
                                                              Range of   any of the
Position(s) Held   Years / Other  Trusteeships/Directorships   Shares    Oppenheimer/Centennial
with the Trust,    Held by  Trustee / Number  of  Portfolios Beneficially   Funds
Length of Service, in Fund  Complex  Currently  Overseen  by  Owned in    Overseen
Age                Trustee                                    the Trust  by Trustee
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                             As of December 31, 2004
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

William L.         Chairman of the following private         None        Over
Armstrong,         mortgage banking companies: Cherry Creek              $100,000
Chairman of the    Mortgage Company (since 1991),
Board since 2003   Centennial State Mortgage Company (since
and Trustee since  1994), and The El Paso Mortgage Company
2000               (since 1993); Chairman of the following
Age: 68            private companies: Ambassador Media
                   Corporation (since 1984) and Broadway
                   Ventures (since 1984); Director of the
                   following: Helmerich & Payne, Inc. (oil
                   and gas drilling/production company)
                   (since 1992), Campus Crusade for Christ
                   (since 1991) and The Lynde and Harry
                   Bradley Foundation, Inc.  (non-profit
                   organization) (since 2002); former
                   Chairman of the following: Transland
                   Financial Services, Inc. (private
                   mortgage banking company) (1997-2003),
                   Great Frontier Insurance (insurance
                   agency) (1995-2000), Frontier Real
                   Estate, Inc. (residential real estate
                   brokerage) (1994-2000) and Frontier
                   Title (title insurance agency)
                   (1995-2000); former Director of the
                   following: UNUMProvident (insurance
                   company) (1991-2004), Storage Technology
                   Corporation (computer equipment company)
                   (1991-2003) and International Family
                   Entertainment (television channel)
                   (1992-1997); U.S. Senator (January
                   1979-January 1991). Oversees 38
                   portfolios in the OppenheimerFunds
                   complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Avis,    Director and President of A.G. Edwards    None        Over
Trustee since 1990 Capital, Inc. (General Partner of                     $100,000
Age: 74            private equity funds) (until February
                   2001); Chairman, President and Chief
                   Executive Officer of A.G. Edwards
                   Capital, Inc. (until March 2000);
                   Director of A.G. Edwards & Sons, Inc.
                   (brokerage company) (until 2000) and
                   A.G. Edwards Trust Company (investment
                   adviser) (until 2000); Vice Chairman and
                   Director of A.G. Edwards, Inc. (until
                   March 1999); Vice Chairman of A.G.
                   Edwards & Sons, Inc. (until March 1999);
                   Chairman of A.G. Edwards Trust Company
                   (until March 1999) and A.G.E. Asset
                   Management (investment adviser) (until
                   March 1999). Oversees 38 portfolios in
                   the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
George C. Bowen,                                             None        Over
Trustee since 1998 Assistant Secretary and Director of the               $100,000

Age: 69            Manager (December 1991-April 1999);
                   President, Treasurer and Director of
                   Centennial Capital Corporation (June
                   1989-April 1999); Chief Executive
                   Officer and Director of MultiSource
                   Services, Inc. (March 1996-April 1999);
                   Mr. Bowen held several positions with
                   OppenheimerFunds, Inc. and with
                   subsidiary or affiliated companies of
                   OppenheimerFunds, Inc. (September
                   1987-April 1999). Oversees 38 portfolios
                   in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Edward L.          Member of The Life Guard of Mount Vernon  None        Over
Cameron, Trustee   (George Washington historical site)                   $100,000
since 2000         (since June 2000); Director of Genetic
Age: 67            ID, Inc. (biotech company) (March

                   2001-May 2002); Partner at
                   PricewaterhouseCoopers LLP (accounting
                   firm) (July 1974-June 1999); Chairman of
                   Price Waterhouse LLP Global Investment
                   Management Industry Services Group (July
                   1994-June 1998). Oversees 38 portfolios
                   in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Jon S. Fossel,     Director of UNUMProvident (insurance      None        Over
Trustee since 1990 company) (since June 2002); Director of               $100,000
Age: 63            Northwestern Energy Corp. (public
                   utility corporation) (since November
                   2004); Director of P.R. Pharmaceuticals
                   (October 1999-October 2003); Director of
                   Rocky Mountain Elk Foundation
                   (non-profit organization) (February
                   1998-February 2003); Chairman and
                   Director (until October 1996) and
                   President and Chief Executive Officer
                   (until October 1995) of
                   OppenheimerFunds, Inc.; President, Chief
                   Executive Officer and Director of the
                   following: Oppenheimer Acquisition Corp.
                   ("OAC") (parent holding company of
                   OppenheimerFunds, Inc.), Shareholders
                   Services, Inc. and Shareholder Financial
                   Services, Inc. (until October 1995).
                   Oversees 38 portfolios in the
                   OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Sam Freedman,      Director of Colorado Uplift (charitable   None        Over
Trustee since 1996 organization) (since September 1984).                 $100,000
Age: 64            Mr. Freedman held several positions with
                   OppenheimerFunds, Inc. and with
                   subsidiary or affiliated companies of
                   OppenheimerFunds, Inc. (until October
                   1994). Oversees 38 portfolios in the
                   OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Beverly L.         Trustee   of   Monterey   Institute   for None        Over
Hamilton, Trustee  International     Studies    (educational             $100,000
since 2002         organization)   (since   February  2000);

Age: 58            Director  of  The  California   Endowment
                   (philanthropic    organization)    (since
                   April   2002);   Director  of   Community
                   Hospital  of  Monterey  Peninsula  (since
                   February  2002);   Director  of  American
                   Funds'  Emerging   Markets  Growth  Fund,
                   Inc.  (mutual fund) (since October 1991);
                   President of ARCO  Investment  Management
                   Company   (February   1991-April   2000);
                   Member of the  investment  committees  of
                   The   Rockefeller   Foundation   and  The
                   University   of   Michigan;   Advisor  at
                   Credit  Suisse  First   Boston's   Sprout
                   venture  capital  unit  (venture  capital
                   fund)  (1994-January  2005);  Trustee  of
                   MassMutual       Institutional      Funds
                   (investment  company)  (1996-June  2004);
                   Trustee  of MML  Series  Investment  Fund
                   (investment   company)  (April  1989-June
                   2004);    Member   of   the    investment
                   committee     of    Hartford     Hospital
                   (2000-2003);   and  Advisor  to  Unilever
                   (Holland)   pension   fund   (2000-2003).
                   Oversees    38    portfolios    in    the
                   OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Robert J. Malone,  Director of Jones International           None        Over
Trustee since 2002 University (educational organization)                 $100,000
Age: 61            (since August 2005); Chairman, Chief

                   Executive Officer and Director of Steele
                   Street State Bank (commercial banking)
                   (since August 2003); Director of
                   Colorado UpLIFT (charitable
                   organization) (since 1986); Trustee of
                   the Gallagher Family Foundation
                   (non-profit organization) (since 2000);
                   Former Chairman of U.S. Bank-Colorado
                   (subsidiary of U.S. Bancorp and formerly
                   Colorado National Bank) (July 1996-April
                   1999); Director of Commercial Assets,
                   Inc. (real estate investment trust)
                   (1993-2000); Director of Jones
                   Knowledge, Inc. (2001-July 2004); and
                   Director of U.S. Exploration, Inc. (oil
                   and gas exploration) (1997-February
                   2004). Oversees 38 portfolios in the
                   OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

F. William         Trustee of MassMutual Select Funds        None        Over
Marshall, Jr.,     (formerly MassMutual Institutional                    $100,000
Trustee since 2002 Funds) (investment company) (since 1996)
Age: 63            and MML Series Investment Fund

                   (investment company) (since 1996), the
                   Springfield Library and Museum
                   Association (museums) (since 1995) and
                   the Community Music School of
                   Springfield (music school) (since 1996);
                   Chairman and Trustee (since 2003) and
                   Chairman of the Investment Committee
                   (since 1994) of the Worcester Polytech
                   Institute (private university);
                   President and Treasurer of the SIS Funds
                   (private charitable fund) (since January
                   1999); Chairman of SIS & Family Bank,
                   F.S.B. (formerly SIS Bank) (commercial
                   bank) (January 1999-July 1999); Member
                   of the Investment Committee of the
                   Community Foundation of Western
                   Massachusetts (1998-2003); and Executive
                   Vice President of Peoples Heritage
                   Financial Group, Inc. (commercial bank)
                   (January 1999-July 1999). Oversees 40
                   portfolios in the OppenheimerFunds
                   complex.*
-------------------------------------------------------------------------------------

*  Includes two open-end investment companies: MassMutual Select Funds and
   MML Series Investment Fund. In accordance with the instructions for Form
   N-1A, for purposes of this section only, MassMutual Select Funds and MML
   Series Investment Fund are included in the "Fund Complex." The Manager
   does not consider MassMutual Select Funds and MML Series Investment Fund
   to be part of the OppenheimerFunds' "Fund Complex" as that term may be
   otherwise interpreted.


      The address of Mr. Grabish in the chart below is 6803 S. Tucson Way,
Centennial, CO 80112-3924. Mr. Grabish serves for an indefinite term, until
his resignation, retirement, death or removal.
                              Interested Trustee

---------------------------------------------------------------------------------
Name,           Principal Occupation(s) During Past 5      Dollar     Aggregate
                                                                       Dollar
                                                                      Range of
                                                                     lyShares
                                                                     Beneficially
Position(s)                                                           Owned in
Held with the                                              Range of  any of the
Trust,                                                     Shares    Oppenheimer/Centennial
Length of       Years / Other Trusteeships/Directorships   Beneficial   Funds
Service,        Held by Trustee / Number of Portfolios in  Owned in   Overseen
Age             Fund Complex Currently Overseen by Trustee the Trust by Trustee
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
                                                            As of December 31,
                                                                   2004
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Richard F.      Senior Vice President and Assistant        Over      Over
Grabish,        Director of Sales and Marketing (since     $100,000  $100,000
Trustee since   March 1997), Director (since March 1987)
2001            and Manager of Private Client Services
Age: 57         (since June 1985) of A.G. Edwards & Sons,

                Inc. (broker/dealer and investment firm);
                Chairman and Chief Executive Officer of
                A.G. Edwards Trust Company (since March
                2001); President and Vice Chairman of
                A.G. Edwards Trust Company (investment
                adviser) (April 1987-March 2001).
                Oversees 5 portfolios in the
                OppenheimerFunds complex.
---------------------------------------------------------------------------------



      The address of Mr. Murphy in the chart below is Two World Financial
Center, 225 Liberty Street 11th Floor, New York, NY 10281-1008. Mr. Murphy
serves as a Trustee for an indefinite term and as an officer for an annual
term, or until his resignation, retirement, death or removal.


-------------------------------------------------------------------------------------
                           Interested Trustee and Officer
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,              Principal Occupation(s) During Past 5      Dollar     Aggregate
                                                                         Dollar
                                                                         Range Of
                                                                         Shares
                   Years;                                     Range of   Beneficially
Position(s) Held   Other Trusteeships/Directorships Held by   Shares     Owned in
with Trust,        Trustee;                                   BeneficiallAny of the
Length of Service, Number of Portfolios in Fund Complex       Owned in   Oppenheimer
Age                Currently Overseen by Trustee              the Trust  Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,
                                                                       2004
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
John V. Murphy,    Chairman, Chief Executive Officer and      None       Over
President          Director (since June 2001) and President              $100,000
Since 2001and      (since September 2000) of
Trustee since 2003 OppenheimerFunds, Inc.; President and
Age: 56            Director or Trustee of other Oppenheimer
                   funds; President and Director of OAC and
                   of Oppenheimer Partnership Holdings, Inc.
                   (holding company subsidiary of
                   OppenheimerFunds, Inc.) (since July
                   2001); Director of OppenheimerFunds
                   Distributor, Inc. (subsidiary of
                   OppenheimerFunds, Inc.) (since November
                   2001); Chairman and Director of
                   Shareholder Services, Inc. and of
                   Shareholder Financial Services, Inc.
                   (transfer agent subsidiaries of
                   OppenheimerFunds, Inc.) (since July
                   2001); President and Director of
                   OppenheimerFunds Legacy Program
                   (charitable trust program established by
                   OppenheimerFunds, Inc.) (since July
                   2001); Director of the following
                   investment advisory subsidiaries of
                   OppenheimerFunds, Inc.: the Manager, OFI
                   Institutional Asset Management, Inc.,
                   Trinity Investment Management Corporation
                   and Tremont Capital Management, Inc.
                   (since November 2001), HarbourView Asset
                   Management Corporation and OFI Private
                   Investments, Inc. (since July 2001);
                   President (since November 2001) and
                   Director (since July 2001) of Oppenheimer
                   Real Asset Management, Inc.; Executive
                   Vice President of Massachusetts Mutual
                   Life Insurance Company (OAC's parent
                   company) (since February 1997); Director
                   of DLB Acquisition Corporation (holding
                   company parent of Babson Capital
                   Management LLC) (since June 1995); Member
                   of the Investment Company Institute's
                   Board of Governors (since October 3,
                   2003); Chief Operating Officer of
                   OppenheimerFunds, Inc. (September
                   2000-June 2001); President and Trustee of
                   MML Series Investment Fund and MassMutual
                   Select Funds (open-end investment
                   companies) (November 1999-November 2001);
                   Director of C.M. Life Insurance Company
                   (September 1999-August 2000); President,
                   Chief Executive Officer and Director of
                   MML Bay State Life Insurance Company
                   (September 1999-August 2000); Director of
                   Emerald Isle Bancorp and Hibernia Savings
                   Bank (wholly-owned subsidiary of Emerald
                   Isle Bancorp) (June 1989-June 1998).
                   Oversees 77 portfolios as a Trustee or
                   Director and 10 additional portfolios as
                   an officer in the OppenheimerFunds
                   complex.
-------------------------------------------------------------------------------------


     The address of the officers in the chart below are as follows: for
Messrs. Gillespie and Zack and Ms. Bloomberg, Two World Financial Center, 225
Liberty Street - 11th Floor, New York, NY 10281-1008, for Messrs. Petersen,
Vandehey, Vottiero, Wixted and Ms. Ives, 6803 S. Tucson Way, Centennial, CO
80112-3924. For Mr. Bonnell, 6803 S. Tucson Way, Centennial, CO 80112-3924.
Each officer serves for an indefinite term or until his or her resignation,
retirement, death or removal.


-------------------------------------------------------------------------------------
                               Officers of the Trust
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,                            Principal Occupation(s) During Past 5 Years
Position(s) Held with the Trust,
Length of Time Served,
Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

John C. Bonnell,                 Vice President (since May 2004) of
Vice President and Portfolio     OppenheimerFunds, Inc.; a Chartered Financial
Manager since 2004               Analyst; an officer of 3 portfolios in the
Age:  40                         OppenheimerFunds complex; formerly a portfolio

                                 manager at Strong Financial Corp. (May 1999- May
                                 2004).
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Mark S. Vandehey,                Senior Vice President and Chief Compliance Officer
Vice President and Chief         of OppenheimerFunds, Inc. (since March 2004); Vice
Compliance Officer since 2004    President of the Manager, OppenheimerFunds
Age:  55                         Distributor, Inc., and Shareholder Services, Inc.
                                 (since June 1983); Vice President and Director of
                                 Internal Audit of OppenheimerFunds, Inc.
                                 (1997-February 2004). An officer of 87 portfolios
                                 in the Oppenheimer funds complex.


-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Brian W. Wixted,                 Senior Vice President and Treasurer of
Treasurer since April 1999
Age: 46                          OppenheimerFunds, Inc. (since March 1999);
                                 Treasurer of the following: Shareholder Services,
                                 Inc., HarbourView Asset Management Corporation,
                                 Shareholder Financial Services, Inc., Oppenheimer
                                 Real Asset Management Corporation, and Oppenheimer
                                 Partnership Holdings, Inc. (since March 1999), OFI
                                 Private Investments, Inc. (since March 2000),
                                 OppenheimerFunds International Ltd. and
                                 OppenheimerFunds plc (since May 2000), OFI
                                 Institutional Asset Management, Inc. (since
                                 November 2000), and OppenheimerFunds Legacy
                                 Program (since June 2003); Treasurer and Chief
                                 Financial Officer of OFI Trust Company (trust
                                 company subsidiary of OppenheimerFunds, Inc.)
                                 (since May 2000); Assistant Treasurer of OAC
                                 (since March 1999); and Assistant Treasurer of the
                                 Manager and Distributor (March 1999-October 2003)
                                 and OppenheimerFunds Legacy Program (April
                                 2000-June 2003); Principal and Chief Operating
                                 Officer of Bankers Trust Company-Mutual Fund
                                 Services Division (March 1995-March 1999). An
                                 officer of 87 portfolios in the OppenheimerFunds
                                 complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Brian Petersen,                  Assistant Vice President of OppenheimerFunds, Inc.
Assistant Treasurer since 2004   (since August 2002); Manager/Financial Product
Age: 35                          Accounting of OppenheimerFunds, Inc. (November
                                 1998-July 2002). An officer of 87 portfolios in
                                 the OppenheimerFunds complex.


-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip Vottiero,                 Vice President of OppenheimerFunds, Inc. (since
Assistant Treasurer since 2002   July 1999); Chief Financial Officer of Sovlink
Age:  42                         Corporation (April 1996-June 1999). An officer of

                                 87 portfolios in the OppenheimerFunds complex.


-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Zack,                  Executive Vice President (since January 2004) and
Vice President & Secretary
since 2001                       General Counsel (since March 2002) of
Age: 57                          OppenheimerFunds, Inc.; General Counsel of the

                                 Manager and Distributor (since December 2001);
                                 General Counsel and Director of OppenheimerFunds
                                 Distributor, Inc. (since December 2001); Senior
                                 Vice President, General Counsel and Director of
                                 the Transfer Agent, Shareholder Financial
                                 Services, Inc., OFI Private Investments, Inc. and
                                 OFI Trust Company (since November 2001); Senior
                                 Vice President and General Counsel of HarbourView
                                 Asset Management Corporation (since December
                                 2001); Secretary and General Counsel of OAC (since
                                 November 2001); Assistant Secretary (since
                                 September 1997) and Director (since November 2001)
                                 of OppenheimerFunds International Ltd. and
                                 OppenheimerFunds plc; Vice President and Director
                                 of Oppenheimer Partnership Holdings, Inc. (since
                                 December 2002); Director of Oppenheimer Real Asset
                                 Management, Inc. (since November 2001); Vice
                                 President of OppenheimerFunds Legacy Program
                                 (since June 2003); Senior Vice President and
                                 General Counsel of OFI Institutional Asset
                                 Management, Inc. (since November 2001); Director
                                 of OppenheimerFunds (Asia) Limited (since December
                                 2003); Senior Vice President (May 1985-December
                                 2003), Acting General Counsel (November
                                 2001-February 2002) and Associate General Counsel
                                 (May 1981-October 2001) of OppenheimerFunds, Inc.;
                                 Assistant Secretary of the following: the Transfer
                                 Agent (May 1985-November 2001), Shareholder
                                 Financial Services, Inc. (November 1989-November
                                 2001), and OppenheimerFunds International Ltd.
                                 (September 1997-November 2001). An officer of 87
                                 portfolios in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kathleen T. Ives,
Assistant Secretary              Vice President (since June 1998) and Senior
since 2001                       Counsel and Assistant Secretary (since October
Age: 39                          2003) of OppenheimerFunds, Inc.; Vice President

                                 (since 1999) and Assistant Secretary (since
                                 October 2003) of the Distributor; Assistant
                                 Secretary of the Manager (since October 2003);
                                 Vice President and Assistant Secretary of
                                 Shareholder Services, Inc. (since 1999); Assistant
                                 Secretary of OppenheimerFunds Legacy Program and
                                 Shareholder Financial Services, Inc. (since
                                 December 2001); Assistant Counsel of the Manager
                                 (August 1994-October 2003). An officer of 87
                                 portfolios in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Lisa I. Bloomberg,
Assistant Secretary since 2004   Vice President and Associate Counsel of
Age:  37                         OppenheimerFunds, Inc. (since May 2004); First

                                 Vice President (April 2001-April 2004), Associate
                                 General Counsel (December 2000-April 2004),
                                 Corporate Vice President (May 1999-April 2001) and
                                 Assistant General Counsel (May 1999-December 2000)
                                 of UBS Financial Services Inc. (formerly,
                                 PaineWebber Incorporated). An officer of 87
                                 portfolios in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Phillip S. Gillespie,
Assistant Secretary since 2004   Senior Vice President and Deputy General Counsel
Age: 41                          of OppenheimerFunds, Inc. (since September 2004);

                                 First Vice President (2000-September 2004),
                                 Director (2000-September 2004) and Vice President
                                 (1998-2000) of Merrill Lynch Investment
                                 Management. An officer of 87 portfolios in the
                                 OppenheimerFunds complex.

-------------------------------------------------------------------------------------


Remuneration of Trustees. The Trustees of the Trust who are affiliated with
the Manager receive no salary or fee from the Trust.  The Independent
Trustees received the compensation shown below from the Trust for serving as
a Trustee and member of a committee (if applicable), with respect to the
Trust's fiscal year ended June 30, 2005. The total compensation, including
accrued retirement benefits, from the Trust and fund complex represents
compensation received for serving as a Trustee and member of a committee (if
applicable) of the boards of the Trust and other funds in the
OppenheimerFunds complex during the calendar year ended December 31, 2004.


------------------------------------------------------------------------------

  Trustee Name and Other                Aggregate        Total Compensation
  Position(s) (as applicable)         Compensation       From the Trust and
                                      from Trust(1)        Fund Complex(2)

------------------------------------------------------------------------------
------------------------------------------------------------------------------
 William L. Armstrong                    $1,691               $178,000
  Chairman of the Board and
Governance Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Robert G. Avis                           $1,126               $118,500
  Review Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------

George C. Bowen                          $1,126               $118,500

 Audit Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Edward L. Cameron                        $1,293               $136,000
  Audit Committee Chairman
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Jon S. Fossel                            $1,293               $136,000
  Review Committee Chairman
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Sam Freedman                             $1,126               $118,500
  Review Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------

Richard F. Grabish(3)                    $1,123                $11,938

   Review Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Beverly Hamilton

   Review Committee Member and          $1,132(4)            $152,355(5)
Governance Committee Member

------------------------------------------------------------------------------
------------------------------------------------------------------------------
Robert J. Malone

   Governance Committee Chairman        $1,272(6)             $121,726
and Audit Committee Member

------------------------------------------------------------------------------
------------------------------------------------------------------------------
F. William Marshall, Jr.

  Audit Committee Member and             $1,126              $167,500(7)
  Governance Committee Member

------------------------------------------------------------------------------

1.    "Aggregate  Compensation  from the  Trust"  includes  fees and  deferred
   compensation, if any.
1.    In accordance with SEC  regulations,  for purposes of this section only,
   "Fund  Complex"  includes the  Oppenheimer  funds,  the Mass Mutual  Select
   Funds and the MML Series Investment Fund, the investment  adviser for which
   is the indirect  parent  company of  OppenheimerFunds,  Inc. also serves as
   the Sub-Advisor to the following:  MassMutual Premier  International Equity
   Fund,  MassMutual  Premier Main Street Fund,  MassMutual  Premier Strategic
   Income Fund,  MassMutual Premier Capital  Appreciation Fund, and MassMutual
   Premier Global Fund.  OppenheimerFunds,  Inc. does not consider  MassMutual
   Institutional  Funds,  MassMutual  Select  Funds and MML Series  Investment
   Fund to be part of the  OppenheimerFunds'  "Fund  Complex" as that term may
   be otherwise interpreted
1.    Mr. Grabish serves as Trustee for only the following  funds:  Centennial
   California Tax Exempt Trust,  Centennial Government Trust, Centennial Money
   Market  Trust,  Centennial  New York Tax Exempt  Trust and  Centennial  Tax
   Exempt Trust3. .
4.    Includes   $1,132   deferred  by  Ms.   Hamilton   under  the  "Deferred
   Compensation Plan" described below.
Includes $36,654 deferred by Ms. Hamilton under a deferred  compensation  plan
   for serving as a Trustee for MassMutual  Institutional Funds and MML Series
   Investment Fund (until June 30, 2004).
6.    Includes $1,272 deferred by Mr. Malone under the "Deferred  Compensation
   Plan" described below.
1.    Includes  $49,000  compensation  paid to Mr.  Marshall  for serving as a
   Trustee for MassMutual Select Funds and MML Series Investment Fund.

|X|   Deferred Compensation Plan for Trustees.  The Board of Trustees has
adopted a Deferred Compensation Plan for Independent Trustees that enables
them 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 Oppenheimer funds selected by the
Trustees.  The amount paid to the Trustees under the plan will be determined
based upon the amount of compensation deferred and the performance of the
selected funds.

      Deferral of Trustees' fees under this 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 Trustees or to pay any
particular level of compensation to any Trustees.  Pursuant to an Order
issued by the SEC, the Trust may invest in the funds selected by the Trustee
under the plan without shareholder approval for the limited purpose of
determining the value of the Trustees' deferred compensation account.

      |X|               Major Shareholders.  As of September 30, 2005 the
only persons or entities who owned of record or were known by the Trust to
own beneficially 5% or more of any class of the Trust's outstanding shares
were:

A.G. Edwards & Sons, Inc., 1 North Jefferson Avenue, St. Louis, Missouri
63103, which owned 1,616,353,669.610 shares of the Trust which was 99.03% of
the outstanding shares of the Trust on that date, for accounts of its
customers none of whom individually owned more than 5% of the outstanding
shares.  A.G. Edwards, Inc. is a minority owner of Oppenheimer Acquisition
Corporation, the parent company of the Manager, Distributor, and Transfer
Agent.


The Manager. The Manager, Centennial Asset Management Corporation, is
wholly-owned by OppenheimerFunds, Inc., which is a wholly-owned subsidiary of
Oppenheimer Acquisition Corp., a holding company controlled by Massachusetts
Mutual Life Insurance Company, a global, diversified insurance and financial
services organization.

      The portfolio managers of the Trust are principally responsible for the
day-to-day management of the Trust's investment portfolio.  Other members of
the Manager's fixed-income portfolio department, particularly security
analysts, traders and other portfolio managers, have broad experience with
fixed-income securities.  They provide the Trust's portfolio managers with
research and support in managing the Trust's investments.

|X|   Code of Ethics.  The Manager and the Distributor have a Code of
Ethics.  It is designed to detect and prevent improper personal trading by
certain employees, including portfolio managers that would compete with or
take advantage of the Trust's portfolio transactions.  Covered persons
include persons with knowledge of the investments and investment intentions
of the Trust and other funds advised by the Manager.  The Code of Ethics does
permit personnel subject to the Code to invest in securities, including
securities that may be purchased or held by the Trust, subject to a number of
restrictions and controls.  Compliance with the Code of Ethics is carefully
monitored and enforced by the Manager.  The Trust does not have a Code of
Ethics since it is a money market fund.

      |X|               The Investment Advisory Agreement.  The Manager
provides investment advisory and management services to the Trust under an
investment advisory agreement between the Manager and the Trust.  The Manager
selects securities for the Trust's portfolio and handles its day-to-day
business.  The agreement requires the Manager, at its expense, to provide the
Trust with adequate office space, facilities and equipment.  It also requires
the Manager to provide and supervise the activities of all administrative and
clerical personnel required to provide effective administration for the
Trust.  Those responsibilities include 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 investment
advisory agreement are paid by the Trust.  The investment advisory agreement
lists examples of expenses paid by the Trust.  The major categories relate to
interest, taxes, fees to unaffiliated Trustees, legal and audit expenses,
custodian and transfer agent expenses, share issuance costs, certain
printing and registration costs and non-recurring expenses, including
litigation costs.  The management fees paid by the Trust to the Manager are
calculated at the rates described in the Prospectus. The management fees paid
by the Trust to the Manager during its last three fiscal years were:

---------------------------------------------------------------------------------
  Fiscal Year    Management Fee Paid to Centennial Asset Management Corporation
  ending 6/30
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      2003                                 $7,900,919
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      2004                                 $7,801,969
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      2005                                 $7,590,892
---------------------------------------------------------------------------------

      Under its agreement with the Trust, when the value of the Trust's net
assets is less than $1.5 billion, the annual fee payable to the Manager is
reduced by $100,000 based on the average net assets computed daily and paid
monthly at the annual rates, but in no event shall the annual fee be less
than $0.  This contractual provision did not result in a reduction of the fee
which would otherwise have been payable to the Manager during the fiscal
years ended 2003, 2004 or 2005.

      In addition, under its agreement with the Trust, the Manager has agreed
to assume that Trust's expenses to the extent that the total expenses (as
described above) of the Trust exceed the most stringent limits prescribed by
any state in which the Trust's shares are offered for sale.  The payment of
the management fee at the end of any month will be reduced so that at no time
will there be any accrued but unpaid liabilities under any of these expense
assumptions. As a result of changes in federal securities laws which have
effectively pre-empted state expense limitations, the contractual commitment
relating to such reimbursements is no longer relevant.

    The agreement provides that the Manager assumes no responsibility under
the agreement other than that which is imposed by law, and shall not be
responsible for any action of the Board of Trustees of the Trust in following
or declining to follow any advice or recommendations of the Manager.  The
agreement provides that the Manager shall not be liable for any error of
judgment or mistake of law, or for any loss suffered by the Trust in
connection with matters to which the agreement relates, except a loss
resulting by reason of the Manager's willful misfeasance, bad faith or gross
negligence in the performance of its duties, or its reckless disregard of its
obligations and duties under the agreement.

     Portfolio Manager.  The Trust's portfolio is managed by John C. Bonnell
     (The "Portfolio Manager").  He is the person who is responsible for the
     day-to-day management of the Trust's investments.


             Other Accounts Managed.  In addition to managing the
      Trust's investment portfolio, the Portfolio Manager also manages other
      investment portfolios and other accounts on behalf of the Manager or
      its affiliates.  The following table provides information regarding the
      other portfolios and accounts managed by the Portfolio Manager as of
      June 30, 2005. No account has a performance-based advisory fee:



                      -------------------------------------------------------------


                                 Other
                      Registered Pooled
                      Investment InvestmentOther
                      Companies  Vehicles   Accounts

     ------------------------------------------------------------------------------
      ----------------------------------------------------------------------

                                      3              None           1
      Accounts Managed

      ----------------------------------------------------------------------
      ----------------------------------------------------------------------

                                  $1,759.50*          $0        $0.91910*
      Total Assets Managed

   *In millions


           As indicated above, the Portfolio Manager also manages other
      trusts and accounts.  Potentially, at times, those responsibilities
      could conflict with the interests of the Trust.  That may occur whether
      the investment strategies of the other trust or account are the same
      as, or different from, the Trust's investment objectives and
      strategies.  For example, the Portfolio Manager may need to allocate
      investment opportunities between the Trust and another fund or account
      having similar objectives or strategies, or he may need to execute
      transactions for another trust or account that could have a negative
      impact on the value of securities held by the Trust.  Not all trusts
      and accounts advised by the Manager have the same management fee.  If
      the management fee structure of another fund or account is more
      advantageous to the Manager than the fee structure of the Trust, the
      Manager could have an incentive to favor the other trust or account.
      However, the Manager's compliance procedures and Code of Ethics
      recognize the Manager's fiduciary obligations to treat all of its
      clients, including the Trust, fairly and equitably, and are designed to
      preclude the Portfolio Manager from favoring one client over another.
      It is possible, of course, that those compliance procedures and the
      Code of Ethics may not always be adequate to do so.  At different
      times, the Trust's Portfolio Manager may manage other funds or accounts
      with investment objectives and strategies that are similar to those of
      the Trust, or may manage funds or accounts with investment objectives
      and strategies that are different from those of the Trust.

     Compensation of the Portfolio Manager.  The Trust's Portfolio Manager
      is employed and compensated by the Manager, not the Trust. Under the
      Manager's compensation program for its portfolio managers and portfolio
      analysts, their compensation is based primarily on the investment
      performance results of the trusts and accounts they manage, rather than
      on the financial success of the Manager. This is intended to align the
      portfolio managers and analysts' interests with the success of the
      trusts and accounts and their shareholders. The Manager's compensation
      structure is designed to attract and retain highly qualified investment
      management professionals and to reward individual and team
      contributions toward creating shareholder value. As of June 30, 2005
      the Portfolio Manager's compensation consisted of three elements: a
      base salary, an annual discretionary bonus and eligibility to
      participate in long-term awards of options and appreciation rights in
      regard to the common stock of the Manager's holding company parent.
      Senior portfolio managers may also be eligible to participate in the
      Manager's deferred compensation plan.

      To help the Manager attract and retain talent, the base pay component
      of each portfolio manager is reviewed regularly to ensure that it
      reflects the performance of the individual, is commensurate with the
      requirements of the particular portfolio, reflects any specific
      competence or specialty of the individual manager, and is competitive
      with other comparable positions. The annual discretionary bonus is
      determined by senior management of the Manager and is based on a number
      of factors, including a trust's pre-tax performance for periods of up
      to five years, measured against an appropriate Lipper benchmark
      selected by management. The Lipper benchmark with respect to the Fund
      is Lipper - Tax-Exempt Money Market Funds. Other factors considered
      include management quality (such as style consistency, risk management,
      sector coverage, team leadership and coaching) and organizational
      development. The Portfolio Manager's compensation is not based on the
      total value of the Trust's portfolio assets, although the Trust's
      investment performance may increase those assets. The compensation
      structure is also intended to be internally equitable and serve to
      reduce potential conflicts of interest between the Trust and other
      trusts and accounts managed by the Portfolio Manager. The compensation
      structure of the other trust and accounts managed by the Portfolio
      Manager is the same as the compensation structure of the Trust,
      described above.


             Ownership of the Trust's Shares.  As of June 30, 2005 the
      Portfolio Manager did not beneficially own any shares of the Trust.



                  |X|               The
            Distributor. Under its
            General Distributor's
            Agreement with the Trust,
            Centennial Asset Management
            Corporation acts as the
            Trust's principal underwriter
            and Distributor in the
            continuous public offering of
            the Trust's shares.  The
            Distributor is not obligated
            to sell a specific number of
            shares.  The Distributor
            bears the expenses normally
            attributable to sales,
            including advertising and the
            cost of printing and mailing
            prospectuses, other than
            those furnished to existing
            shareholders. For other
            distribution expenses paid by
            the Trust, see the section
            entitled "Service Plan"
            below.  The Trust's
            Sub-Distributor is
            OppenheimerFunds Distributor,
            Inc.

            Portfolio Transactions.
            Portfolio decisions are based
            upon recommendations and
            judgment of the Manager
            subject to the overall
            authority of the Board of
            Trustees.  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 broker/dealers
            are used for portfolio
            transactions, transactions
            may be directed to
            broker/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.  No
            portfolio transactions will
            be handled by any securities
            dealer affiliated with the
            Manager.

                  The Trust may
            experience high portfolio
            turnover that may increase
            the Trust's transaction
            costs.  However, since
            brokerage commissions, if
            any, are small, high turnover
            does not have an appreciable
            adverse effect upon the
            income of the Trust.

            Service Plan

            The Trust has adopted a
            Service Plan for the shares.
            The plan has been approved by
            a vote of the Board of
            Trustees, including a
            majority of the Independent
            Trustees(1), cast in person
            at a meeting called for the
            purpose of voting on that
            plan.

                  Under the Plan, the
            Manager and the Distributor
            may make payments to
            affiliates.  In their sole
            discretion, they may also
            from time to time make
            substantial payments from
            their own resources, which
            include the profits the
            Manager derives from the
            advisory fees it receives
            from the Trust, to compensate
            brokers, dealers, financial
            institutions and other
            intermediaries for providing
            distribution assistance
            and/or administrative
            services or that otherwise
            promote sales of the Trust's
            shares.  These payments, some
            of which may be referred to
            as "revenue sharing," may
            relate to the Trust's
            inclusion on a financial
            intermediary's preferred list
            of funds offered to its
            clients.

                Financial intermediaries,
            brokers and dealers may
            receive other payments from
            the Distributor or the
            Manager from their own
            resources in connection with
            the promotion and/or sale of
            shares of the Trust,
            including payments to defray
            expenses incurred in
            connection with educational
            seminars and meetings.  The
            Manager or Distributor may
            share expenses incurred by
            financial intermediaries in
            conducting training and
            educational meetings about
            aspects of the Trust for
            employees of the
            intermediaries or for hosting
            client seminars or meetings
            at which the Trust is
            discussed.  In their sole
            discretion, the Manager
            and/or the Distributor may
            increase or decrease the
            amount of payments they make
            from their own resources for
            these purposes.

                  Unless the plan is
            terminated as described
            below, the plan continues in
            effect from year to year but
            only if the Trust's Board of
            Trustees and its Independent
            Trustees specifically vote
            annually to approve its
            continuance.  Approval must
            be by a vote cast in person
            at a meeting called for the
            purpose of voting on
            continuing the plan.  The
            plan may be terminated at any
            time by the vote of a
            majority of the Independent
            Trustees or by the vote of
            the holders of a "majority"
            (as defined in the Investment
            Company Act) of the
            outstanding shares of the
            Trust.

                  The Board of Trustees
            and the Independent Trustees
            must approve all material
            amendments to the plan.  An
            amendment to increase
            materially the amount of
            payments to be made under the
            plan must be approved by
            shareholders of the class
            affected by the amendment.
            The approval must be by a
            "majority" (as defined in the
            Investment Company Act) of
            the shares.

                  While the plan is in
            effect, the Treasurer of the
            Trust shall provide separate
            written reports on the plan
            to the Board of Trustees at
            least quarterly for its
            review.  The reports shall
            detail the amount of all
            payments made under the plan
            and the purpose for which the
            payments were made. Those
            reports are subject to the
            review and approval of the
            Independent Trustees.

                  The plan states that
            while it is in effect, the
            selection and nomination of
            those Trustees of the Trust
            who are not "interested
            persons" of the Trust is
            committed to the discretion
            of the Independent Trustees.
            This does not prevent the
            involvement of others in the
            selection and nomination
            process as long as the final
            decision as to selection or
            nomination is approved by a
            majority of the Independent
            Trustees.

                  Under the plan, no
            payment will be made to any
            recipient in any quarter in
            which the aggregate net asset
            value of all Trust shares
            held by the recipient for
            itself and its customers does
            not exceed a minimum amount,
            if any, that may be set from
            time to time by a majority of
            the Independent Trustees.
            The Board of Trustees has set
            no minimum amount of assets
            to qualify for payments under
            the plan.

                  |X|   Service Plan
            Fees.  Under the service
            plan, the Distributor
            currently uses the fees it
            receives from the Trust to
            pay brokers, dealers and
            other financial institutions
            (they are referred to as
            "recipients") for personal
            services and account
            maintenance services they
            provide for their customers
            who hold shares.  The
            services include, among
            others, answering customer
            inquiries about the Trust,
            assisting in establishing and
            maintaining accounts in the
            Trust, making the Trust's
            investment plans available
            and providing other services
            at the request of the Trust
            or the Distributor. The
            service plan permits
            reimbursements to the
            Distributor at a rate of up
            to 0.20% of average annual
            net assets of the shares.
            The Distributor makes
            payments to plan recipients
            quarterly or monthly
            depending on asset size at an
            annual rate not to exceed
            0.20% of the average annual
            net assets consisting of
            shares held in the accounts
            of the recipients or their
            customers.

                  For the fiscal year
            ended June 30, 2005 payments
            under the plan totaled
            $3,580,047. The Distributor
            retained $0 and the remaining
            balance was paid out by the
            Distributor to recipients,
            which included $5,383 paid to
            an affiliate of the
            Distributor's parent company.
            Any unreimbursed expenses the
            Distributor incurs with
            respect to the shares in any
            fiscal quarter cannot be
            recovered in subsequent
            quarters.  The Distributor
            may not use payments received
            under the plan to pay any of
            its interest expenses,
            carrying charges, or other
            financial costs, or
            allocation of overhead.


                For the fiscal year ended
            June 30, 2005, the Manager
            paid, in the aggregate,
            $5,380,577 in fees out of its
            own resources for
            distribution assistance to
            A.G. Edwards & Sons, Inc.
            Those distribution assistance
            payments were paid based on
            annual rates applied to the
            average net asset value
            during the calendar quarter
            of qualified assets of the
            Centennial Funds.


            Performance of the Trust

            Explanation of Performance
            Terminology.  The Trust uses
            a variety of terms to
            illustrate its performance.
            These terms include "yield,"
            "compounded effective yield,"
            "tax-equivalent yield" and
            "average annual total
            return."  An explanation of
            how yields and total returns
            are calculated is set forth
            below.  The charts below show
            the Trust's performance as of
            the Trust's most recent
            fiscal year end.  You can
            obtain current performance
            information by calling the
            Trust's Transfer Agent at
            1.800.525.9310.

                  The Trust's
            illustrations of its
            performance data in
            advertisements must comply
            with rules of the Securities
            and Exchange Commission.
            Those rules describe the
            types of performance data
            that may be used and how it
            is to be calculated.  If the
            Trust shows total returns in
            addition to its yields, the
            returns must be for the 1-,
            5- and 10-year periods ending
            as of the most recent
            calendar quarter prior to the
            publication of the
            advertisement (or its
            submission for publication).

                  Use of standardized
            performance calculations
            enables an investor to
            compare the Trust's
            performance to the
            performance of other funds
            for the same periods.
            However, a number of factors
            should be considered before
            using the Trust's performance
            information as a basis for
            comparisons with other
            investments:

            o     Yields and total
                     returns measure the
                     performance of a
                     hypothetical account
                     in the Trust over
                     various periods and
                     do not show the
                     performance of each
                     shareholder's
                     account. Your
                     account's
                     performance will
                     vary from the model
                     performance data if
                     your dividends are
                     received in cash, or
                     you buy or sell
                     shares during the
                     period, or you
                     bought your shares
                     at a different time
                     than the shares used
                     in the model.
            o     An investment in the
                     Trust is not insured
                     by the FDIC or any
                     other government
                     agency.
            o     The Trust's yield is
                     not fixed or
                     guaranteed and will
                     fluctuate.
            o     Yields and total
                     returns for any
                     given past period
                     represent historical
                     performance
                     information and are
                     not, and should not
                     be considered, a
                     prediction of future
                     yields or returns.

            |X|   Yields.  The Trust's
            current yield is calculated
            for a seven-day period of
            time as follows. First, a
            base period return is
            calculated for the seven-day
            period by determining the net
            change in the value of a
            hypothetical pre-existing
            account having one share at
            the beginning of the
            seven-day period.  The change
            includes dividends declared
            on the original share and
            dividends declared on any
            shares purchased with
            dividends on that share, but
            such dividends are adjusted
            to exclude any realized or
            unrealized capital gains or
            losses affecting the
            dividends declared.  Next,
            the base period return is
            multiplied by 365/7 to obtain
            the current yield to the
            nearest hundredth of one
            percent.

                  The compounded
            effective yield for a
            seven-day period is
            calculated by
                  (1) adding 1 to the
                  base period return
                  (obtained as described
                  above),
                  (2) raising the sum to
                  a power equal to 365
                  divided by 7, and
                  (3) subtracting 1 from
                  the result.

                  The yield as calculated
            above may vary for accounts
            less than approximately $100
            in value due to the effect of
            rounding off each daily
            dividend to the nearest full
            cent.  The calculation of
            yield under either procedure
            described above does not take
            into consideration any
            realized or unrealized gains
            or losses on the Trust's
            portfolio securities which
            may affect dividends.
            Therefore, the return on
            dividends declared during a
            period may not be the same on
            an annualized basis as the
            yield for that period.

            |X|   Tax-Equivalent Yield.
            The Trust's "tax equivalent
            yield" adjusts the Trust's
            current yield, as calculated
            above, by a stated federal
            tax rate.  The tax equivalent
            yield is computed by dividing
            the tax-exempt portion of the
            Trust's current yield by one
            minus a stated income tax
            rate and adding the result to
            the portion (if any) of the
            Trust's current yield that is
            not tax-exempt.  The tax
            equivalent yield may be
            compounded as described above
            to provide a compounded
            effective tax equivalent
            yield.

                  The Trust's tax
            equivalent yield may be used
            to compare the tax effects of
            income derived from the Trust
            with income from taxable
            investments at the tax rates
            stated.  Your tax bracket is
            determined by your federal
            taxable income (the net
            amount subject to federal
            income tax after deductions
            and exemptions).  The tax
            equivalent yield table
            assumes that the investor is
            taxed at the highest bracket,
            regardless of whether a
            switch to non-taxable
            investments would cause a
            lower bracket to apply and
            that state income tax
            payments are fully deductible
            for income tax purposes.  For
            taxpayers with income above
            certain levels, otherwise
            allowable itemized deductions
            are limited.

            |X|   Total Return
            Information.  There are
            different types of "total
            returns" to measure the
            Trust's performance. Total
            return is the change in value
            of a hypothetical investment
            in the Trust over a given
            period, assuming that all
            dividends and capital gains
            distributions are reinvested
            in additional shares and that
            the investment is redeemed at
            the end of the period.  The
            cumulative total return
            measures the change in value
            over the entire period (for
            example, ten years).  An
            average annual total return
            shows the average rate of
            return for each year in a
            period that would produce the
            ----------------------------------------------------------
            cumulative total return over                              = Average Annual Total Return
            the entire period.  However,
            average annual total returns
            do not show actual
            year-by-year performance.
            The Trust uses standardized
            calculations for its total
            returns as prescribed by the
            SEC.  The methodology is
            discussed below.

            o     Average Annual Total
            Return.  The "average annual
            total return" of each class
            is an average annual
            compounded rate of return for
            each year in a specified
            number of years.  It is the
            rate of return based on the
            change in value of a
            hypothetical initial
            investment of $1,000 ("P" in
            the formula below) held for a
            number of years ("n") to
            achieve an Ending Redeemable
            Value ("ERV" in the formula)
            of that investment, according
            to the following formula:

            ERV    l/n                     - 1
            ----------------------------------------------------------
  P

------------------------------------------------------------------------------
                                     [OBJECT OMITTED]
------------------------------------------------------------------------------

o     Cumulative Total Return.  The "cumulative total return" calculation
measures the change in value of a hypothetical investment of $1,000 over an
entire period of years.  Its calculation uses some of the same factors as
average annual total return, but it does not average the rate of return on an
annual basis.  Cumulative total return is determined as follows:

 ERV - P   = Total Return
-----------
    P


-------------------------------------------------------------------------------
                           Tax-Equivalent Yield
           Compounded   (35.00% Combined State and     Average Annual Total
  Yield     Effective     Federal Tax Brackets)              Returns
(7 days       Yield                                        (at 6/30/05)
ended        (7 days
 6/30/05)     ended
            6/30/05)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                            Yield       Compounded
                           (7 days      Effective
                            ended         Yield      1-Year  5 Years 10 Years
                          6/30/05)       (7 days
                                          ended
                                         6/30/05)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
  1.82%       1.84%         2.80%         2.83%      1.21%    1.33%    2.15%
-------------------------------------------------------------------------------

      |X|               Other Performance Comparisons.  Yield information may
be useful to investors in reviewing the Trust's performance.  The Trust may
make comparisons between its yield and that of other investments, by citing
various indices such as The Bank Rate Monitor National Index (provided by
Bank Rate Monitor(TM)) which measures the average rate paid on bank money market
accounts, NOW accounts and certificates of deposits by the 100 largest banks
and thrifts in the top ten metro areas.  When comparing the Trust's yield
with that of other investments, investors should understand that certain
other investment alternatives such as certificates of deposit, U.S.
government securities, money market instruments or bank accounts may provide
fixed yields and may be insured or guaranteed.

      From time to time, the Trust may include in its advertisements and
sales literature performance information about the Trust cited in other
newspapers and periodicals, such as The New York Times, which may include
performance quotations from other sources.

From time to time the Trust may include in its advertisements and sales literature
the total return performance of a hypothetical investment account that
includes shares of the Trust and other Oppenheimer funds. The combined
account may be part of an illustration of an asset allocation model or
similar presentation. The account performance may combine total return
performance of the Trust and the total return performance of other
Oppenheimer funds included in the account. Additionally, from time to time,
the Trust's advertisements and sales literature may include, for illustrative
or comparative purposes, statistical data or other information about general
or specific market and economic conditions. That may include, for example,
o     information about the performance of certain securities or commodities
            markets or segments of those markets,
o     information about the performance of the economies of particular
            countries or regions,
o     the earnings of companies included in segments of particular
            industries, sectors, securities markets, countries or
            regions,
o     the availability of different types of securities or offerings of
            securities,
o     information relating to the gross national or gross domestic product of
            the United States or other countries or regions,
o     comparisons of various market sectors or indices to demonstrate
            performance, risk, or other characteristics of the Trust.

A B O U T  Y O U R  A C C O U N T

How to Buy Shares

Determination of Net Asset Value Per Share. The net asset value per share of
the Trust is determined twice each day that the New York Stock Exchange (the
"NYSE") is open, at 12:00 Noon and at 4:00 p.m., on each day that the NYSE is
open, by dividing the value of the Trust's net assets by the total number of
shares outstanding. All references to time in this Statement of Additional
Information mean "Eastern time."  The NYSE's most recent annual announcement
regarding holidays and days when the market may close early is available on
the NYSE's website at www.nyse.com.

      The Trust's Board of Trustees has adopted the amortized cost method to
value the Trust's portfolio securities.  Under the amortized cost method, a
security is valued initially at its cost and its valuation assumes a constant
amortization of any premium or accretion of any discount, regardless of the
impact of fluctuating interest rates on the market value of the security.
This method does not take into consideration any unrealized capital gains or
losses on securities.  While this method provides certainty in valuing
securities, in certain periods the value of a security determined by
amortized cost may be higher or lower than the price the Trust would receive
if it sold the security.

      The Trust's Board of Trustees has established procedures reasonably
designed to stabilize the Trust's net asset value at $1.00 per share.  Those
procedures include a review of the valuations of the Trust's portfolio
holdings by the Board of Trustees, at intervals it deems appropriate, to
determine whether the Trust's net asset value calculated by using available
market quotations deviates from $1.00 per share based on amortized cost.

      The Board of Trustees will examine the extent of any deviation between
the Trust's net asset value based upon available market quotations and
amortized cost. If the Trust's net asset value were to deviate from $1.00 by
more than 0.5%, Rule 2a-7 requires the Board of Trustees to consider what
action, if any, should be taken. If they find that the extent of the
deviation may cause a material dilution or other unfair effects on
shareholders, the Board of Trustees will take whatever steps it considers
appropriate to eliminate or reduce the dilution, including, among others,
withholding or reducing dividends, paying dividends from capital or capital
gains, selling portfolio instruments prior to maturity to realize capital
gains or losses or to shorten the average maturity of the portfolio, or
calculating net asset value per share by using available market quotations.

      During periods of declining interest rates, the daily yield on shares
of the Trust may tend to be lower (and net investment income and dividends
higher) than those of a fund holding the identical investments as the Trust
but which used a method of portfolio valuation based on market prices or
estimates of market prices. During periods of rising interest rates, the
daily yield of the Trust would tend to be higher and its aggregate value
lower than that of an identical portfolio using market price valuation.

How to Sell Shares

The information below supplements the terms and conditions for redeeming
shares set forth in the Prospectus.

Checkwriting.  When a check is presented to the Bank for clearance, the Bank
will ask the Trust to redeem a sufficient number of full and fractional
shares in the shareholder's account to cover the amount of the check.  This
enables the shareholder to continue receiving dividends on those shares until
the check is presented to the Trust.  Checks may not be presented for payment
at the offices of the Bank or the Trust's custodian.  This limitation does
not affect the use of checks for the payment of bills or to obtain cash at
other banks.  The Trust reserves the right to amend, suspend or discontinue
offering checkwriting privileges at any time.  The Trust will provide you
notice whenever it is required to do so by applicable law.

      In choosing to take advantage of the checkwriting privilege, by signing
the account application or by completing a checkwriting card, each individual
who signs:
(1)   for individual accounts, represents that they are the registered
         owner(s) of the shares of the Trust in that account;
(2)   for accounts for corporations, partnerships, trusts and other entities,
         represents that they are an officer, general partner, trustee or
         other fiduciary or agent, as applicable, duly authorized to act on
         behalf of the registered owner(s);
(3)   authorizes the Trust, its Transfer Agent and any bank through which the
         Trust's drafts (checks) are payable to pay all checks drawn on the
         Trust account of such person(s) and to redeem a sufficient amount of
         shares from that account to cover payment of each check;
      (4)               specifically acknowledges that if they choose to
         permit checks to be honored if there is a single signature on checks
         drawn against joint accounts, or accounts for corporations,
         partnerships, trusts or other entities, the signature of any one
         signatory on a check will be sufficient to authorize payment of that
         check and redemption from the account, even if that account is
         registered in the names of more than one person or more than one
         authorized signature appears on the checkwriting card or the
         application, as applicable;
(5)   understands that the checkwriting privilege may be terminated or
         amended at any time by the Trust and/or the Trust's bank; and
(6)   acknowledges and agrees that neither the Trust nor its bank shall incur
         any liability for that amendment or termination of checkwriting
         privileges or for redeeming shares to pay checks reasonably believed
         by them to be genuine, or for returning or not paying checks that
         have not been accepted for any reason.

Sending Redemption Proceeds by Federal Funds Wire.  The Federal Funds wire of
redemptions proceeds may be delayed if the Trust's custodian bank is not open
for business on a day when the Trust would normally authorize the wire to be
made, which is usually the Trust's next regular business day following the
redemption.  In those circumstances, the wire will not be transmitted until
the next bank business day on which the Trust is open for business.  No
distributions will be paid on the proceeds of redeemed shares awaiting
transfer by Federal Funds wire

How to Exchange Shares


As stated in the Prospectus, direct shareholders can exchange shares of the
Trust for Class A shares of any of the following eligible funds:
Oppenheimer AMT-Free Municipals           Oppenheimer Limited Term Municipal Fund
Oppenheimer AMT-Free New York Municipals  Oppenheimer Main Street Fund
Oppenheimer Balanced Fund                 Oppenheimer Main Street Opportunity Fund
Oppenheimer California Municipal Fund     Oppenheimer Main Street Small Cap Fund
Oppenheimer Capital Appreciation Fund     Oppenheimer MidCap Fund
Oppenheimer Capital Income Fund           Oppenheimer New Jersey Municipal Fund
Oppenheimer Champion Income Fund          Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Convertible Securities Fund   Oppenheimer Portfolio Series
Oppenheimer Core Bond Fund                Oppenheimer Quest Balanced Fund
Oppenheimer Developing Markets Fund       Oppenheimer Quest Capital Value Fund, Inc.
                                          Oppenheimer Quest International Value
Oppenheimer Disciplined Allocation Fund   Fund, Inc.
Oppenheimer Discovery Fund                Oppenheimer Quest Opportunity Value
Oppenheimer Dividend Growth Fund          Oppenheimer Quest Value Fund, Inc.
Oppenheimer Emerging Growth Fund          Oppenheimer Real Asset Fund
Oppenheimer Emerging Technologies Fund    Oppenheimer Real Estate Fund
Oppenheimer Enterprise Fund               Oppenheimer Rochester National Municipals
Oppenheimer Equity Fund, Inc.             Oppenheimer Select Value Fund
Oppenheimer Global Fund                   Oppenheimer Senior Floating Rate Fund
Oppenheimer Global Opportunities Fund     Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer Gold & Special Minerals Fund  Oppenheimer Strategic Income Fund
Oppenheimer Growth Fund                   Oppenheimer Total Return Bond Fund
Oppenheimer High Yield Fund               Oppenheimer U.S. Government Trust
Oppenheimer International Bond Fund       Oppenheimer Value Fund
Oppenheimer   International   Diversified
Fund                                      Limited-Term New York Municipal Fund
Oppenheimer International Growth Fund     Rochester Fund Municipals
Oppenheimer  International  Small Company
Fund
Oppenheimer  International Large Cap Core
Fund
Oppenheimer International Value Fund
Oppenheimer Limited-Term Government Fund


And the following money market funds:

                                          Centennial Money Market Trust
Oppenheimer Cash Reserves                 Centennial New York Tax Exempt Trust
Oppenheimer Money Market Fund, Inc.       Centennial Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial Government Trust




      Shares of the Trust purchased without a sales charge may be exchanged
for shares of an eligible fund offered with a sales charge upon payment of
the sales charge.  Shares of the Trust acquired by reinvestment of dividends
or distributions from the Trust or any of the other eligible funds (other
than Oppenheimer Cash Reserves) or from any unit investment trust for which
reinvestment arrangements have been made with the Distributor may be
exchanged at net asset value for shares of any of the eligible funds.

|X|   Limits on Multiple Exchange Orders.  The Trust reserves the right to
reject telephone or written exchange requests submitted in bulk by anyone on
behalf of more than one account.

|X|   Telephone Exchange Requests.  When exchanging shares by telephone, a
direct shareholder must have an existing account in the fund to which the
exchange is to be made.  Otherwise, the investor must obtain a prospectus of
that fund before the exchange request may be submitted. If all telephone
lines are busy (which might occur, for example, during periods of substantial
market fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.

|X|   Processing Exchange Requests.  Shares to be exchanged are redeemed on
the regular business day the Transfer Agent receives an exchange request in
proper form (the "Redemption Date").  Normally, shares of the fund to be
acquired are purchased on the Redemption Date, but such purchases may be
delayed by either fund up to five business days if it determines that it
would be disadvantaged by an immediate transfer of the redemption proceeds.
The Trust reserves the right, in its discretion, to refuse any exchange
request that may disadvantage it.  For example, if the receipt of multiple
exchange requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Trust, the Trust may refuse the request.

      In connection with any exchange request, the number of shares exchanged
may be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or this
Statement of Additional Information or would include shares covered by a
share certificate that is not tendered with the request.  In those cases,
only the shares available for exchange without restriction will be
exchanged.

      The different eligible funds available for exchange have different
investment objectives, policies and risks.  A shareholder should assure that
the fund selected is appropriate for his or her investment and should be
aware of the tax consequences of an exchange.  For federal income tax
purposes, an exchange transaction is treated as a redemption of shares of one
fund and a purchase of shares of another.  The Trust, the Distributor, the
Sub-Distributor, and the Transfer Agent are unable to provide investment, tax
or legal advice to a shareholder in connection with an exchange request or
any other investment transaction.

      The Trust may amend, suspend or terminate the exchange privilege at any
time.  Although, the Trust may impose these changes at any time, it will
provide you with notice of those changes whenever it is required to do so by
applicable law.  It may be required to provide 60 days notice prior to
materially amending or terminating the exchange privilege.  That 60-day
notice is not required in extraordinary circumstances.

Dividends and Taxes

Tax Status of the Trust's Dividends, Distributions and Redemptions of Shares.
The federal tax treatment of the Trust's distributions is briefly highlighted
in the Prospectus. The following is only a summary of certain additional tax
considerations generally affecting the Trust and its shareholders.

      The tax discussion in the Prospectus and this Statement of Additional
Information is based on tax law in effect on the date of the Prospectus and
this Statement of Additional Information. Those laws and regulations may be
changed by legislative, judicial, or administrative action, possible with
retroactive effect. State and local tax treatment of exempt-interest
dividends and potential capital gain distributions from regulated investment
companies may differ from the treatment under the Internal Revenue Code
described below. Potential purchasers of shares of the Trust are urged to
consult their tax advisers with specific reference to their own tax
circumstances as well as the consequences of federal, state and local tax
rules affecting an investment in the Trust.

|X|   Qualification as a Regulated  Investment Company.  The Trust has elected
to be  taxed as a  regulated  investment  company  under  Subchapter  M of the
Internal  Revenue  Code  of  1986,  as  amended.  As  a  regulated  investment
company,  the Trust is not subject to federal income tax on the portion of its
net  investment  income  (that  is,  taxable  interest,  dividends,  and other
taxable  ordinary  income,  net of expenses) and capital gain net income (that
is, the excess of net  long-term  capital  gains over net  short-term  capital
losses) that it distributes to shareholders.

      If the Trust qualifies as a "regulated investment company" under the
Internal Revenue Code, it will not be liable for federal income tax on
amounts it pays as dividends and other distributions. That qualification
enables the Trust to "pass through" its income and realized capital gains to
shareholders without having to pay tax on them. The Trust qualified as a
regulated investment company in its last fiscal year and intends to qualify
in future years, but reserves the right not to qualify. The Internal Revenue
Code contains a number of complex tests to determine whether the Trust
qualifies. The Trust might not meet those tests in a particular year. If it
does not qualify, the Trust will be treated for tax purposes as an ordinary
corporation and will receive no tax deduction for payments of dividends and
other distributions made to shareholders. In such an instance, all of the
Trust's dividends would be taxable to shareholders.

      To qualify as a regulated investment company, the Trust must distribute
at least 90% of its investment company taxable income (in brief, net
investment income and the excess of net short-term capital gain over net
long-term capital loss) and at least 90% of its net tax-exempt income for the
taxable year. The Trust must also satisfy certain other requirements of the
Internal Revenue Code, some of which are described below.  Distributions by
the Trust made during the taxable year or, under specified circumstances,
within twelve months after the close of the taxable year, will be considered
distributions of income and gains for the taxable year and will therefore
count toward satisfaction of the above-mentioned requirement.

      To qualify as a regulated investment company, the Trust must derive at
least 90% of its gross income from dividends, interest, certain payments with
respect to securities loans, gains from the sale or other disposition of
stock or securities or foreign currencies (to the extent such currency gains
are directly related to the regulated investment company's principal business
of investing in stock or securities) and certain other income.

      In addition to satisfying the requirements described above, the Trust
must satisfy an asset diversification test in order to qualify as a regulated
investment company.  Under that test, at the close of each quarter of the
Trust's taxable year, at least 50% of the value of the Trust's assets must
consist of cash and cash items (including receivables), U.S. government
securities, securities of other regulated investment companies, and
securities of other issuers. As to each of those issuers, the Trust must not
have invested more than 5% of the value of the Trust's total assets in
securities of each such issuer and the Trust must not hold more than 10% of
the outstanding voting securities of each such issuer. No more than 25% of
the value of its total assets may be invested in the securities of any one
issuer (other than U.S. government securities and securities of other
regulated investment companies), or in two or more issuers which the Trust
controls and which are engaged in the same or similar trades or businesses.
For purposes of this test, obligations issued or guaranteed by certain
agencies or instrumentalities of the U.S. government are treated as U.S.
government securities.

|X|   Excise Tax on Regulated Investment Companies. Under the Internal
Revenue Code, by December 31 each year, the Trust must distribute 98% of its
taxable investment income earned from January 1 through December 31 of that
year and 98% of its capital gains realized in the period from November 1 of
the prior year through October 31 of the current year. If it does not, the
Trust must pay an excise tax on the amounts not distributed. It is presently
anticipated that the Trust will meet those requirements. To meet this
requirement, in certain circumstances the Trust might be required to
liquidate portfolio investments to make sufficient distributions to avoid
excise tax liability. However, the Board of Trustees and the Manager might
determine in a particular year that it would be in the best interests of
shareholders for the Trust not to make such distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would
reduce the amount of income or capital gains available for distribution to
shareholders.

|X|   Taxation of Fund Distributions. The Trust intends to qualify under the
Internal Revenue Code during each fiscal year to pay "exempt-interest
dividends" to its shareholders. To satisfy this qualification, at the end of
each quarter of its taxable year, at least 50% of the value of the Trust's
total assets consists of obligations as defined in Section 103(a) of the
Internal Revenue Code, as amended. Exempt-interest dividends that are derived
from net investment income earned by the Trust on municipal securities will
be excludable from gross income of shareholders for federal income tax
purposes. To the extent the Trust fails to qualify to pay exempt-interest
dividends in any given form, such dividends would be included in the gross
income of shareholders for federal income tax purposes.

      Net investment income includes the allocation of amounts of income from
the municipal securities in the Trust's portfolio that are free from federal
income taxes. This allocation will be made by the use of one designated
percentage applied uniformly to all income dividends paid during the Trust's
tax year. That designation will normally be made following the end of each
fiscal year as to income dividends paid in the prior year. The percentage of
income designated as tax-exempt may substantially differ from the percentage
of the Trust's income that was tax-exempt for a given period.

      A portion of the exempt-interest dividends paid by the Trust may be an
item of tax preference for shareholders subject to the federal alternative
minimum tax. The amount of any dividends attributable to tax preference items
for purposes of the alternative minimum tax will be identified when tax
information is distributed by the Trust.

      A shareholder receiving a dividend from income earned by the Trust from
one or more of the following sources must treat the dividend as ordinary
income in the computation of the shareholder's gross income, regardless of
whether the dividend is reinvested:
(1)   certain taxable temporary investments (such as certificates of deposit,
          repurchase agreements, commercial paper and obligations of the U.S.
          government, its agencies and instrumentalities);
(2)   income from securities loans;
(3)   income or gains from options or futures,
(4)   any net short-term capital gain; and
(5)   any market discount amortization on tax-exempt bonds.

      The Trust's dividends will not be eligible for the dividends-received
deduction for corporations. Shareholders receiving Social Security benefits
should be aware that exempt-interest dividends are a factor in determining
whether (and the extent to which) such benefits are subject to federal income
tax. Losses realized by shareholders on the redemption of Fund shares within
six months of purchase will be disallowed for federal income tax purposes to
the extent of exempt-interest dividends received on such shares.

      The Trust may either retain or distribute to shareholders its net
capital gain for each taxable year.  The Trust currently intends to
distribute any such amounts.  If the net capital gain is distributed and
designated as a capital gain distribution, it will be taxable to shareholders
as a long-term capital gain and will be properly identified in reports sent
to shareholders in January of each year. Such treatment will apply no matter
how long the shareholder has held his or her shares or whether that gain was
recognized by the Trust before the shareholder acquired his or her shares.

      If the Trust elects to retain its net capital gain, the Trust will be
subject to tax on it at the 35% corporate tax rate.  If the Trust elects to
retain its net capital gain, the Trust will provide to shareholders of record
on the last day of its taxable year information regarding their pro rata
share of the gain and tax paid. As a result, each shareholder will be
required to report his or her pro rata share of such gain on their tax return
as long-term capital gain, will receive a refundable tax credit for his/her
pro rata share of tax paid by the Trust on the gain, and will increase the
tax basis for his/her shares by an amount equal to the deemed distribution
less the tax credit.

      Distributions by the Trust will be treated in the manner described
above regardless of whether the distributions are paid in cash or reinvested
in additional shares of the Trust (or of another fund).  Shareholders
receiving a distribution in the form of additional shares will be treated as
receiving a distribution in an amount equal to the fair market value of the
shares received, determined as of the reinvestment date.

      The Trust will be required in certain cases to withhold 28% of ordinary
income dividends (not including "exempt-interest dividends"), capital gains
distributions (including short-term and long-term) and the proceeds of the
redemption of shares, paid to any shareholder (1) who has failed to provide a
correct taxpayer identification number or to properly certify that number
when required, (2) who is subject to backup withholding for failure to report
the receipt of interest or dividend income properly, or (3) who has failed to
certify to the Trust that the shareholder is not subject to backup
withholding or is an "exempt recipient" (such as a corporation). Any tax
withheld by the Trust is remitted by the Trust to the U.S. Treasury and all
income and any tax withheld is identified in reports mailed to shareholders
in January of each year with a copy sent to the IRS.

|X|   Tax Effects of Redemptions of Shares. If a shareholder redeems all or a
portion of his/her shares, the shareholder will recognize a gain or loss on
the redeemed shares in an amount equal to the difference between the proceeds
of the redeemed shares and the shareholder's adjusted tax basis in the
shares.  All or a portion of any loss recognized in that manner may be
disallowed if the shareholder purchases other shares of the Trust within 30
days before or after the redemption.

      In general, any gain or loss arising from the redemption of shares of
the Trust will be considered capital gain or loss, if the shares were held as
a capital asset. It will be long-term capital gain or loss if the shares were
held for more than one year.  However, any capital loss arising from the
redemption of shares held for six months or less will be treated as a
long-term capital loss to the extent of the amount of capital gain dividends
received on those shares. Special holding period rules under the Internal
Revenue Code apply in this case to determine the holding period of shares and
there are limits on the deductibility of capital losses in any year.

|X|   Foreign  Shareholders.  Under U.S.  tax law,  taxation of a  shareholder
who is a foreign person  (including,  but not limited to, a nonresident  alien
individual,  a foreign trust, a foreign estate,  a foreign  corporation,  or a
foreign partnership)  primarily depends on whether the foreign person's income
from the Trust is  effectively  connected  with the conduct of a U.S. trade or
business.   Typically,   ordinary   income   dividends   paid  (not  including
exempt-interest  dividends  paid by the  Trust)  from a  mutual  fund  are not
considered "effectively connected" income.

      Ordinary income dividends that are paid by the Trust (and are deemed
not "effectively connected income") to foreign persons will be subject to a
U.S. tax withheld by the Trust at a rate of 30%, provided the Trust obtains a
properly completed and signed Certificate of Foreign Status. The tax rate may
be reduced if the foreign person's country of residence has a tax treaty with
the U.S. allowing for a reduced tax rate on ordinary income dividends paid by
the Trust. Any tax withheld by the Trust is remitted by the Trust to the U.S.
Treasury and all income and any tax withheld is identified in reports mailed
to shareholders in March of each year with a copy sent to the IRS.

      If the ordinary income dividends from the Trust are effectively
connected with the conduct of a U.S. trade or business, then the foreign
person may claim an exemption from the U.S. tax described above provided the
Trust obtains a properly completed and signed Certificate of Foreign Status.

      If the foreign person fails to provide a certification of his/her
foreign status, the Trust will be required to withhold U.S. tax at a rate of
28% on ordinary income dividends (not including "exempt-interest dividends"),
capital gains distributions (including short-term and long-term) and the
proceeds of the redemption of shares, paid to any foreign person. Any tax
withheld (in this situation) by the Trust is remitted by the Trust to the
U.S. Treasury and is identified in reports mailed to shareholders in January
of each year with a copy sent to the IRS.

      The tax consequences to foreign persons entitled to claim the benefits
of an applicable tax treaty may be different from those described herein.
Foreign shareholders are urged to consult their own tax advisors or the U.S.
Internal Revenue Service with respect to the particular tax consequences to
them of an investment in the Trust, including the applicability of the U.S.
withholding taxes described above.

Dividend Reinvestment in Another Trust.  Direct shareholders of the Trust may
elect to reinvest all dividends and/or capital gains distributions in Class A
shares of any eligible fund listed above. To elect this option, the
shareholder must notify the Transfer Agent in writing and must have an
existing account in the fund selected for reinvestment.  Otherwise, the
shareholder first must obtain a prospectus for that fund and an application
from the Distributor to establish an account.  The investment will be made at
the close of business on the payable date of the dividend or distribution.

Additional Information About the Trust

The Distributor.  The Trust's shares are sold through dealers, brokers and
other financial institutions that have a sales agreement with the
Sub-Distributor.  The Distributor and the Sub-Distributor also distribute
shares of the other funds managed by the Manager or an affiliate.

The Transfer Agent.  Shareholder Services, Inc., the Trust's Transfer Agent,
is responsible for maintaining the Trust's shareholder registry and
shareholder accounting records, and for paying dividends and distributions to
shareholders of the Trust.  It also handles shareholder servicing and
administrative functions.  It serves as the Transfer Agent for an annual per
account fee.

The Custodian.  Citibank, N.A. is the custodian of the Trust's assets.  The
custodian's responsibilities include safeguarding and controlling the Trust's
portfolio securities and handling the delivery of such securities to and from
the Trust.  It is the practice of the Trust to deal with the custodian in a
manner uninfluenced by any banking relationship the custodian may have with
the Manager and its affiliates.  The Trust's cash balances with the custodian
in excess of $100,000 are not protected by federal deposit insurance.  Those
uninsured balances at times may be substantial.

Independent Registered Public Accounting Firm. Deloitte & Touche LLP serves
as the independent registered public accounting firm for the Trust. Deloitte
& Touche LLP audits the Trust's financial statements and performs other
related audit services. Deloitte & Touche LLP also acts as the independent
registered public accounting firm for certain other funds advised by the
Manager and its affiliates. Audit and non-audit services provided by Deloitte
& Touche LLP to the Trust must be pre-approved by the Audit Committee.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF CENTENNIAL TAX EXEMPT TRUST:

We have audited the accompanying statement of assets and liabilities of Centennial Tax Exempt Trust, including the statement of investments, as of June 30, 2005, 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 the standards of the Public Company Accounting Oversight Board (United States). 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. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of June 30, 2005, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. 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 Tax Exempt Trust as of June 30, 2005, 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, ColoradoAugust
15, 2005

STATEMENT OF INVESTMENTS JUNE 30, 2005

                                                                               PRINCIPAL         VALUE
                                                                                  AMOUNT    SEE NOTE 1
------------------------------------------------------------------------------------------------------

SHORT-TERM TAX-EXEMPT OBLIGATIONS--99.6%
------------------------------------------------------------------------------------------------------
ALABAMA--2.8%
AL HFA MH RB, Rime Village Hoover Project, 1996 Series A, 2.40% 1            $   435,000   $   435,000
------------------------------------------------------------------------------------------------------
AL IDAU RB, Well Built Cabinet, Inc. Project, 2.55% 1                            480,000       480,000
------------------------------------------------------------------------------------------------------
AL IDAU RB, Whitesell Project, 2.63% 1                                         2,425,000     2,425,000
------------------------------------------------------------------------------------------------------
Calhoun Cnty., AL ED Council RB, IPC Aerospace Corp. Project,
Series 2000, 2.55% 1                                                           2,400,000     2,400,000
------------------------------------------------------------------------------------------------------
Calhoun Cnty., AL ED Council RB, Southern Bag Corp. Ltd. Expansion
Project, Series 1998, 2.60% 1                                                  3,150,000     3,150,000
------------------------------------------------------------------------------------------------------
Cullman Cnty., AL Medical Park South Medical Clinic Board RB,
Puttable Floating Option Tax Exempt Receipts, Series MT-121, 2.34% 1,2        12,250,000    12,250,000
------------------------------------------------------------------------------------------------------
Cullman Cnty., AL SWD Authority RB, Cullman Environmental, Inc. Project,
Series 2003-A, 2.63% 1                                                         2,115,000     2,115,000
------------------------------------------------------------------------------------------------------
Florence, AL IDB RB, Nichols Wire, Inc. Project, Series A, 2.63% 1             2,570,000     2,570,000
------------------------------------------------------------------------------------------------------
Hoover, AL BOE Capital Outlay TANs, AAMC Series 2001-16, 2.32% 1,2             4,950,000     4,950,000
------------------------------------------------------------------------------------------------------
Hoover, AL MH RB, Royal Oaks Apts. Project, Series 2004, 2.42% 1               5,200,000     5,200,000
------------------------------------------------------------------------------------------------------
Jefferson Cnty., AL GOLB, Puttable Floating Option Tax Exempt Receipts,
Series PT-2477, 2.35% 1                                                        6,955,000     6,955,000
------------------------------------------------------------------------------------------------------
Mobile, AL Medical Clinic Board RB, Springhill Professional Ltd.,
Series 1996, 2.40% 1                                                           1,885,000     1,885,000
------------------------------------------------------------------------------------------------------
Montgomery, AL Education Building Authority RB, Faulkner University
Campus Housing Project, Series 2004, 2.53% 1                                   3,000,000     3,000,000
------------------------------------------------------------------------------------------------------
Montgomery, AL IDB RB, Asphalt Contractors, Inc., 2.63% 1                        500,000       500,000
                                                                                           -----------
                                                                                            48,315,000

------------------------------------------------------------------------------------------------------
ALASKA--2.8%
AK Export & IDAU RB, Reset Option Certificates II-R Trust,
Series 320, 2.32% 1                                                           28,000,000    28,000,000
------------------------------------------------------------------------------------------------------
AK HFC RB, MERLOTS Series 2005-A08, 2.32% 1
                                                                               4,150,000     4,150,000
------------------------------------------------------------------------------------------------------
North Slope Borough, AK GOB, Series B, 2.32% 1                                15,900,000    15,900,000
                                                                                           -----------
                                                                                            48,050,000

------------------------------------------------------------------------------------------------------
ARIZONA--2.6%
AZ First Matrix Charter School Trust Pass-Through Certificates,
Series 2002-A, Cl. A, 2.58% 1,2                                               13,052,000    13,052,000
------------------------------------------------------------------------------------------------------
Phoenix, AZ IDAU MH RRB, Paradise Lakes Apts. Project, Series 1995, 2.35% 1   22,500,000    22,500,000
------------------------------------------------------------------------------------------------------
Tempe, AZ IDAU MH RB, Puttable Floating Option Tax Exempt Receipts,
Series MT-067, 2.37% 1,2                                                       8,295,000     8,295,000
                                                                                           -----------
                                                                                            43,847,000

------------------------------------------------------------------------------------------------------
CALIFORNIA--4.2%
Alameda, CA Corridor Transportation Authority RB, Puttable Floating
Option Tax Exempt Receipts, Series PZ-51, 2.35% 1,2                            8,660,000     8,660,000

7 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS CONTINUED

                                                                              PRINCIPAL         VALUE
                                                                                 AMOUNT    SEE NOTE 1
-----------------------------------------------------------------------------------------------------

CALIFORNIA Continued
Alameda/Contra Costa, CA Schools FAU COP, Capital Improvements
Financing Project, Series H, 2.45% 1                                        $ 4,365,000   $ 4,365,000
-----------------------------------------------------------------------------------------------------
CA RB, Koch Trust Certificates, Series 1999-2, 2.33% 1                       12,775,000    12,775,000
-----------------------------------------------------------------------------------------------------
CA Puttable Floating Option Tax Exempt Receipts, Series PZP-002, 2.43% 1      8,115,000     8,115,000
-----------------------------------------------------------------------------------------------------
CA Puttable Floating Option Tax Exempt Receipts, Series PZP-005, 2.38% 1,2   20,245,000    20,245,000
-----------------------------------------------------------------------------------------------------
CA SCDAU MH RB, Crossings at Madera, Series NN, 2.68%, 7/21/05 3              1,000,000     1,000,000
-----------------------------------------------------------------------------------------------------
CA Various RB, Puttable Floating Option Tax Exempt Receipts,
Series PZP-008, 2.38% 1,2                                                     4,410,000     4,410,000
-----------------------------------------------------------------------------------------------------
Mt. Diablo, CA USD GOB, AAMC Series 2004-36, 2.31% 1,2                        3,000,000     3,000,000
-----------------------------------------------------------------------------------------------------
San Diego, CA Water Utility Fund Net System GOB, AAMC Series
1998-10, 2.30% 1,2                                                            3,700,000     3,700,000
-----------------------------------------------------------------------------------------------------
Santa Rosa, CA Wastewater RB, Puttable Floating Option Tax Exempt
Receipts, Series PZ-43, 2.38% 1                                               3,040,000     3,040,000
-----------------------------------------------------------------------------------------------------
Vallejo, CA COP, Capital Improvements Project, Series 2002, 2.41% 1           2,500,000     2,500,000
                                                                                          -----------
                                                                                           71,810,000

-----------------------------------------------------------------------------------------------------
COLORADO--9.9%
Arapahoe Cnty., CO Water & Wastewater Authority RRB, Series A, 2.31% 1        2,500,000     2,500,000
-----------------------------------------------------------------------------------------------------
Boulder Cnty., CO RB, Open Space Capital Improvements Trust Fund,
Reset Option Certificates II-R Trust, Series 340, 2.32% 1,2                   3,000,000     3,000,000
-----------------------------------------------------------------------------------------------------
Brighton, CO Crossing Metro District No. 4 RB, Series 2004, 2.43% 1           2,500,000     2,500,000
-----------------------------------------------------------------------------------------------------
Centerra Metropolitan District No. 1, CO RB, Series 2004, 2.31% 1            12,000,000    12,000,000
-----------------------------------------------------------------------------------------------------
Central Platte Valley Metro District, CO GOB, Series B, 2.30%, 12/1/05 3      3,000,000     3,000,000
-----------------------------------------------------------------------------------------------------
CO ECFA Public Radio RB, Community Wireless Park City, 2.33% 1                  790,000       790,000
-----------------------------------------------------------------------------------------------------
CO ECFA RB, St. Marys Academy Project, 2.45% 1                                6,000,000     6,000,000
-----------------------------------------------------------------------------------------------------
CO HFA SFM RB, 2004 Series B-4, Cl. I, 1.99%, 11/1/05                         7,985,000     7,985,000
-----------------------------------------------------------------------------------------------------
CO MuniMae Trust Pass-Through Certificates, Canterberry Crossing,
Series 2002-A, Cl. A, 2.68% 1                                                12,330,000    12,330,000
-----------------------------------------------------------------------------------------------------
Concord Metropolitan District, CO REF GO, Improvement Projects,
Series 2004, 2.25%, 12/1/05 3                                                 2,600,000     2,600,000
-----------------------------------------------------------------------------------------------------
Denver, CO Cty. & Cnty. Excise Tax RB, Colorado Convention Center
Project, 2.30% 1                                                              5,650,000     5,650,000
-----------------------------------------------------------------------------------------------------
Denver, CO International Business Center Metropolitan District No. 1
GOLB, Series 2002, 2.68% 1                                                    8,065,000     8,065,000
-----------------------------------------------------------------------------------------------------
Ebert Metro District, CO Securitization Trust GOLB, Series 2004-S1,
Cl. A2, 2.43% 1                                                               8,500,000     8,500,000
-----------------------------------------------------------------------------------------------------
Kipling Ridge Metro District, CO RB, Series 2005, 2.33% 1                     3,725,000     3,725,000
-----------------------------------------------------------------------------------------------------
Midcities Metropolitan District No. 1, CO RB, BNP Paribas STARS
Certificates Trust, Series 2004-110, 2.35% 1                                 16,735,000    16,735,000
-----------------------------------------------------------------------------------------------------
Midcities Metropolitan District No. 1, CO RRB, Series 2004A, 2.35% 1         14,900,000    14,900,000
-----------------------------------------------------------------------------------------------------
Park Creek Metro District, CO RB, Puttable Floating Option Tax
Exempt Receipts, Series PT-2321, 2.37% 1,2                                    5,775,000     5,775,000

8 | CENTENNIAL TAX EXEMPT TRUST

                                                                               PRINCIPAL          VALUE
                                                                                  AMOUNT     SEE NOTE 1
-------------------------------------------------------------------------------------------------------

COLORADO Continued
Parker, CO Automotive Metropolitan District GOLB, Series 2005, 2.85% 1      $  4,510,000   $  4,510,000
-------------------------------------------------------------------------------------------------------
Stapleton Business Center Metro District, CO RB, 2.38% 1                       7,550,000      7,550,000
-------------------------------------------------------------------------------------------------------
Superior Metro District No. 1, CO WSS RRB, Series 2000A, 2.338%, 12/1/05 3     3,035,000      3,035,000
-------------------------------------------------------------------------------------------------------
Superior Metro District No. 1, CO WSS RRB, Series 2002, 2.33% 1                2,500,000      2,500,000
-------------------------------------------------------------------------------------------------------
Superior/McCaslin Interchange Metro District, CO GOB, Series 2004,
2.10%, 11/15/05 3                                                              3,970,000      3,970,000
-------------------------------------------------------------------------------------------------------
Thornton, CO RB, Puttable Floating Option Tax Exempt Receipts,
Series PT-2522, Newport Village Project, 2.32% 1,2                             3,075,000      3,075,000
-------------------------------------------------------------------------------------------------------
Westminster, CO EDAU Tax Increment RB, North Huron Urban Renewal,
Series 2005, 2.31% 1                                                          11,000,000     11,000,000
-------------------------------------------------------------------------------------------------------
Westminster, CO MH RB, Puttable Floating Option Tax Exempt Receipts,
Series MT-068, 2.37% 1,2                                                      14,670,000     14,670,000
-------------------------------------------------------------------------------------------------------
Willow Trace Metro District, CO GOLB, Series 2001A, 2.30%, 12/1/05 3           2,295,000      2,295,000
                                                                                           ------------
                                                                                            168,660,000

-------------------------------------------------------------------------------------------------------
FLORIDA--5.8%
Bay Cnty., FL EDLFA RB, Bay Haven Charter Academy, Series 2004, 2.42% 1       11,600,000     11,600,000
-------------------------------------------------------------------------------------------------------
Broward Cnty., FL Airport Systems RB, Puttable Floating Option Tax
Exempt Receipts, Series PT-2417, 2.32% 1                                       5,310,000      5,310,000
-------------------------------------------------------------------------------------------------------
Collier Cnty., FL IDAU RB, Gulf Coast American Blind, Series A, 2.63% 1        2,730,000      2,730,000
-------------------------------------------------------------------------------------------------------
Hillsborough Cnty., FL IDAU PC COP, Tampa Electric Co. Project,
ETET Series 96C0911, Cl. A, 2.32% 1,2                                         17,795,000     17,795,000
-------------------------------------------------------------------------------------------------------
Hillsborough Cnty., FL IDAU PC COP, Tampa Electric Co. Project,
ETET Series 97C0901, Cl. A, 2.32% 1,2                                         17,795,000     17,795,000
-------------------------------------------------------------------------------------------------------
Jacksonville, FL HFAU RB, Baptist Medical Center Project, Series 2004,
1.93%, 7/27/05 3                                                               5,000,000      5,000,000
-------------------------------------------------------------------------------------------------------
Jacksonville, FL Sales Tax RB, MERLOTS Series 2003 B26, 2.32% 1,2              9,980,000      9,980,000
-------------------------------------------------------------------------------------------------------
Palm Beach Cnty., FL HFA MH RB, Emerald Bay Club Apts.,
Series 2004, 2.31% 1                                                           6,500,000      6,500,000
-------------------------------------------------------------------------------------------------------
Port St. Lucie, FL Utility System RB, Series 2005, 2.31% 1                    10,000,000     10,000,000
-------------------------------------------------------------------------------------------------------
Seminole Cnty., FL IDAU RB, Masters Academy Project, Series 2004, 2.32% 1      3,035,000      3,035,000
-------------------------------------------------------------------------------------------------------
UCF Athletic Assn., FL RB, Roaring Fork Municipal Products LLC,
Series 2005-11, Cl. A, 2.36% 1,2                                               9,510,000      9,510,000
                                                                                           ------------
                                                                                             99,255,000

-------------------------------------------------------------------------------------------------------
GEORGIA--2.0%
Cherokee Cnty., GA WSS RRB, MERLOTS Series 2003 A14, 2.32% 1,2                 7,005,000      7,005,000
-------------------------------------------------------------------------------------------------------
Columbus, GA DAU RB, Jordan Co. Project, Series 2000, 2.65% 1                    700,000        700,000
-------------------------------------------------------------------------------------------------------
GA GOB, Series 1995B, ETET Series 96C1004, Cl. A, 2.32% 1,2                   11,880,000     11,880,000
-------------------------------------------------------------------------------------------------------
Greene Cnty., GA HA RANs, Series 2004, 2.42% 1                                 5,990,000      5,990,000
-------------------------------------------------------------------------------------------------------
Rockdale Cnty., GA DAU MH RB, Series F3J, 2.48% 1                              7,835,000      7,835,000

9 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS CONTINUED

                                                                                PRINCIPAL          VALUE
                                                                                   AMOUNT     SEE NOTE 1
--------------------------------------------------------------------------------------------------------

GEORGIA Continued
Savannah, GA EDAU IDV RB, Savannah Steel & Metal Project,
Series 1995, 2.63% 1                                                          $   715,000   $    715,000
                                                                                            ------------
                                                                                              34,125,000
--------------------------------------------------------------------------------------------------------
ILLINOIS--11.5%
Boone, McHenry & DeKalb Cntys., IL Community SDI No. 100,GOUN
Puttable Floating Option Tax Exempt Receipts, Series PZ-50, 2.40% 1,2           2,730,000      2,730,000
--------------------------------------------------------------------------------------------------------
Chicago, IL BOE GOUN, AAMC Series 2002-4, 2.33% 1,2                             9,225,000      9,225,000
--------------------------------------------------------------------------------------------------------
Chicago, IL GOB, AAMC Series 2001-34, 2.33% 1,2                                10,975,000     10,975,000
--------------------------------------------------------------------------------------------------------
Chicago, IL GOUN, AAMC Series 1998-3, 2.33% 1,2                                 8,735,000      8,735,000
--------------------------------------------------------------------------------------------------------
Chicago, IL RB, Boys & Girls Clubs Project, 2.45% 1                               900,000        900,000
--------------------------------------------------------------------------------------------------------
Chicago, IL RB, Lakefront Millennium Parking Facility,
ETET Series 981303, Cl. A, 2.32% 1,2                                           22,495,000     22,495,000
--------------------------------------------------------------------------------------------------------
Chicago, IL Water RB, Puttable Floating Option Tax Exempt
Receipts, Series MT-030, 2.31% 1,2                                              3,755,000      3,755,000
--------------------------------------------------------------------------------------------------------
Crestwood, IL Tax Increment RB, Series 2003, 2.33% 1                           14,370,000     14,370,000
--------------------------------------------------------------------------------------------------------
East Peoria, IL CDAU RRB, The Kroger Co., Series 2003, 2.38% 1                  3,125,000      3,125,000
--------------------------------------------------------------------------------------------------------
IL DFA RB, Oak Crest Residence Project, Series 2000, 2.45% 1                    3,400,000      3,400,000
--------------------------------------------------------------------------------------------------------
IL EDLFA RB, Field Museum Natural History, Series 1998, 2.35% 1                 2,950,000      2,950,000
--------------------------------------------------------------------------------------------------------
IL FAU RB, Mercy Alliance, Inc. Project, Series 2005, 2.32% 1                   7,000,000      7,000,000
--------------------------------------------------------------------------------------------------------
IL FAU RB, Sauk Valley Community College Project, Series 2004A, 2.37% 1         6,725,000      6,725,000
--------------------------------------------------------------------------------------------------------
IL HFAU RB, Blessing Hospital, Series B, FSA Insured, 2.34% 1                   2,200,000      2,200,000
--------------------------------------------------------------------------------------------------------
IL HFAU RB, Franciscan Eldercare & Community Services, Series 1996B, 2.30% 1    1,750,000      1,750,000
--------------------------------------------------------------------------------------------------------
IL Metropolitan Pier & Exposition Authority RB, Puttable Floating
Option Tax Exempt Receipts, Series PZ-45, 2.40% 1,2                             5,805,000      5,805,000
--------------------------------------------------------------------------------------------------------
IL Metropolitan Pier & Exposition Authority RB, Puttable Floating
Option Tax Exempt Receipts, Series PZ-52, 2.40% 1                               7,570,000      7,570,000
--------------------------------------------------------------------------------------------------------
IL Puttable Floating Option Tax Exempt Receipts, Series PZP-006, 2.43% 1,2      5,815,000      5,815,000
--------------------------------------------------------------------------------------------------------
IL RTA RB, Series 2003B Macon Trust Variable Certificates,
Series 2004B, 2.32% 1,2                                                         3,335,000      3,335,000
--------------------------------------------------------------------------------------------------------
Lakemoor, IL MH RB, Lakemoor Apts. Project, Series 1985 A, 2.44% 1             26,860,000     26,860,000
--------------------------------------------------------------------------------------------------------
Lakemoor, IL MH RB, Lakemoor Apts. Project, Series 1985 B, 2.53% 1             19,335,486     19,335,486
--------------------------------------------------------------------------------------------------------
lL Metropolitan Pier & Exposition Authority RB, Puttable Floating
Option Tax Exempt Receipts, Series PZ-44, 2.40% 1,2                             6,605,000      6,605,000
--------------------------------------------------------------------------------------------------------
Monmouth, IL Industrial Project RB, Monmouth College Project,
Series 2005, 2.31% 1                                                            6,500,000      6,500,000
--------------------------------------------------------------------------------------------------------
West Frankfort, IL IDV RRB, The Kroger Co., Series 2004, 2.38% 1                  800,000        800,000
--------------------------------------------------------------------------------------------------------
Will Cnty., IL Community Unit SDI No. 365 REF GOUN, Puttable
Floating Option Tax Exempt Receipts, Series PZ-47, 2.40% 1,2                    8,995,000      8,995,000
--------------------------------------------------------------------------------------------------------
Will Cnty., IL New Lenox SDI No. 122 GOUN, Puttable Floating
Option Tax Exempt Receipts, Series PZ-48, 2.40% 1,2                             3,350,000      3,350,000
                                                                                            ------------
                                                                                             195,305,486

10 | CENTENNIAL TAX EXEMPT TRUST

                                                               PRINCIPAL          VALUE
                                                                  AMOUNT     SEE NOTE 1
---------------------------------------------------------------------------------------

INDIANA--2.4%
IN GOB, AAMC Series 2003-15, Single Asset Trust, 2.33% 1,2  $ 14,200,000   $ 14,200,000
---------------------------------------------------------------------------------------
IN HFFAU RB, Ascension Health Credit Group, Series 2001A,     10,000,000     10,000,000
2.50% 1
---------------------------------------------------------------------------------------
IN MPA PPS RB, ETET Series 981401, Cl. A, 2.32% 1,2           13,600,000     13,600,000
---------------------------------------------------------------------------------------
Indianapolis, IN Local Public Improvement RB, Puttable
Floating Option Tax Exempt Receipts, Series PZ-58, 2.40% 1,2   3,190,000      3,190,000
                                                                           ------------
                                                                             40,990,000

---------------------------------------------------------------------------------------
KANSAS--0.1%
Wyandotte Cnty., KS Utility System RB, Puttable Tax Exempt
Receipts, Series 595, 2.32% 1                                  1,695,000      1,695,000
---------------------------------------------------------------------------------------
KENTUCKY--1.7%
Hancock Cnty., KY SWD RB, NSA Ltd. Project, Series 1998,
2.58% 1                                                        7,815,000      7,815,000
---------------------------------------------------------------------------------------
Jefferson Cnty., KY Industrial Building RB, Franciscan
Eldercare Service, 2.32% 1                                     5,925,000      5,925,000
---------------------------------------------------------------------------------------
Morgantown, KY SWD Facilities RB, IMCO Recycling, Inc.
Project, Series 2004, 2.53% 1                                  5,000,000      5,000,000
---------------------------------------------------------------------------------------
Somerset, KY Industrial Building RB, Tibbals Flooring Co.
Project, Series 1989, 2.63% 1                                 10,000,000     10,000,000
                                                                           ------------
                                                                             28,740,000

---------------------------------------------------------------------------------------
LOUISIANA--3.4%
Jefferson Parish, LA Hospital Service District No. 001 RB,
Putters Series 522, 2.34% 1                                   22,000,000     22,000,000
---------------------------------------------------------------------------------------
Jefferson Parish, LA SFM RB, Series B, 3.248% 1               16,724,132     16,724,132
---------------------------------------------------------------------------------------
LA Gas & Fuels Tax Nts., AAMC Series 2002-17, 2.33% 1,2       15,000,000     15,000,000
---------------------------------------------------------------------------------------
LA HFA MH RB, Walmsley Housing Corp. Project, Series 2004,
2.33% 1                                                        1,900,000      1,900,000
---------------------------------------------------------------------------------------
LA TS Financing Corp. RB, Puttable Floating Option Tax
Exempt Receipts, Series PA-1288, 2.38% 1,2                     2,000,000      2,000,000
                                                                           ------------
                                                                             57,624,132

---------------------------------------------------------------------------------------
MASSACHUSETTS--0.1%
MA GOB, 2.30% 1                                                2,000,000      2,000,000
---------------------------------------------------------------------------------------
MICHIGAN--1.1%
MI Job DAU RB, East Lansing Residence Associates Project,
2.70% 1                                                        1,900,000      1,900,000
---------------------------------------------------------------------------------------
MI Multi-Modal GOB, Environmental Program, Series 2004A,
1.95% 1                                                       16,370,000     16,370,000
                                                                           ------------
                                                                             18,270,000

---------------------------------------------------------------------------------------
MINNESOTA--3.5%
Bloomington, MN CD RB, 94th Street Associates Project,
Series 1985, 2.59% 1                                           3,915,000      3,915,000
---------------------------------------------------------------------------------------
Bloomington, MN CD RB, James Avenue Associates Project,
Series 1985, 2.59% 1                                           3,805,000      3,805,000
---------------------------------------------------------------------------------------
East Grand Forks, MN SWD RB, American Crystal Sugar Co.,
Series 2000, 2.60% 1                                           5,750,000      5,750,000
---------------------------------------------------------------------------------------
Fulda, MN ISD No. 505 GO Aid Anticipation Certificates of
Indebtness, Series A, 3%, 9/30/05                              1,100,000      1,103,365

11 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS CONTINUED

                                                               PRINCIPAL          VALUE
                                                                  AMOUNT     SEE NOTE 1
---------------------------------------------------------------------------------------

MINNESOTA Continued
Hayfield, MN ISD No. 203 GO Aid Anticipation Certificates
of Indebtedness, Series A, 3%, 9/30/05                      $  1,000,000   $  1,003,185
---------------------------------------------------------------------------------------
Mankato, MN IDV RB, Sacco Family Ltd. Partnership,
2.55% 1                                                          985,000        985,000
---------------------------------------------------------------------------------------
Minneapolis, MN HCF RRB, Fairview Health Services, Series
2005 B, 2.30% 1                                               12,000,000     12,000,000
---------------------------------------------------------------------------------------
MN GOB, ETET Series 20002301, Cl. A, 2.32% 1,2                16,010,000     16,010,000
---------------------------------------------------------------------------------------
Northfield, MN ISD No. 659 GO Aid Anticipation
Certificates of Indebtedness, Series C, 3%, 9/26/05            4,950,000      4,964,820
---------------------------------------------------------------------------------------
Park Rapids, MN ISD No. 309 GO Aid Anticipation
Certificates of Indebtedness, Series 2004A, 3%, 9/12/05        5,900,000      5,915,974
---------------------------------------------------------------------------------------
Rochester, MN IDV RRB, Seneca Foods Corp. Project, Series
1992, 2.53% 1                                                  4,675,000      4,675,000
                                                                           ------------
                                                                             60,127,344

---------------------------------------------------------------------------------------
MISSISSIPPI--0.2%
MS Home Corp. MH RRB, Summer Park Apts. Project,
Series 1999 D-2, 2.50% 1                                         650,000        650,000
---------------------------------------------------------------------------------------
Panola Cnty., MS IDV RRB, The Kroger Co., Series
2003, 2.38% 1                                                  3,250,000      3,250,000
                                                                           ------------
                                                                              3,900,000

---------------------------------------------------------------------------------------
MISSOURI--2.1%
Kansas City, MO IDAU RB, Puttable Floating Option Tax
Exempt Receipts, Series PT-2525, Whis Lake Project,
2.32% 1,2                                                      4,395,000      4,395,000
---------------------------------------------------------------------------------------
Kansas City, MO Municipal Assistance Corp. RB,
Puttable Floating Option Tax Exempt Receipts,
Series PZ-53, 2.40% 1,2                                        3,800,000      3,800,000
---------------------------------------------------------------------------------------
MO DFB Cultural Facilities RB, Center of Creative
Arts Project, Series 2004, 2.33% 1                             2,300,000      2,300,000
---------------------------------------------------------------------------------------
So. Pointe/Hunters Ridge MO, RB, Trust Certificates, Series
2005 A, 2.33% 1,2                                             10,575,000     10,575,000
---------------------------------------------------------------------------------------
So. Pointe/Hunters Ridge MO, RB, Trust Certificates,
Series 2005 B, 2.33% 1,2                                       8,365,000      8,365,000
---------------------------------------------------------------------------------------
Springfield, MO RB, Puttable Floating Option Tax
Exempt Receipts, Series PT-2521, Monclair Project,
2.32% 1,2                                                      4,200,000      4,200,000
---------------------------------------------------------------------------------------
St. Louis Cnty., MO IDAU MH RB, Heatherbrook Gardens
Apts., Series 1992, 2.46% 1                                    1,765,000      1,765,000
                                                                           ------------
                                                                             35,400,000

---------------------------------------------------------------------------------------
NEVADA--1.8%
NV GOLB, SGMSTR Series 1997 SG114, 2.31% 1,2                  15,000,000     15,000,000
---------------------------------------------------------------------------------------
Washoe Cnty., NV GOLB, AAMC Series 2001-24, Single Asset
Trust, 2.33% 1,2                                              16,090,000     16,090,000
                                                                           ------------
                                                                             31,090,000

---------------------------------------------------------------------------------------
NEW HAMPSHIRE--0.5%
Manchester, NH H&RA MH RB, Wall Street Tower Ltd.
Partnership, Series 1990A, 2.32% 1                             4,800,000      4,800,000
---------------------------------------------------------------------------------------
NH H&EFA RB, Antioch University Issue, 2.32% 1                 4,320,000      4,320,000
                                                                           ------------
                                                                              9,120,000

12 | CENTENNIAL TAX EXEMPT TRUST

                                                               PRINCIPAL          VALUE
                                                                  AMOUNT     SEE NOTE 1
---------------------------------------------------------------------------------------

NEW JERSEY--0.4%
NJ TS Financing Corp. RB, Puttable Floating Option Tax
Exempt Receipts, Series PA-1283, 2.35% 1                    $  6,250,000   $  6,250,000
---------------------------------------------------------------------------------------
NEW MEXICO--3.1%
Bernalillo Cnty., NM Gross Receipts Tax RRB, Macon Trust
Variable Certificates, Series 2004B, 2.32% 1,2                 5,160,000      5,160,000
---------------------------------------------------------------------------------------
NM MFA RB, SFM Program Issue 2005, 3.13% 1                    40,771,195     40,771,195
---------------------------------------------------------------------------------------
NM Region II Housing MH RB, Santa Fe Retirement Village
Apts., Series A, 2.20% 1                                       7,500,000      7,500,000
                                                                           ------------
                                                                             53,431,195

---------------------------------------------------------------------------------------
NEW YORK--2.0%
NY Upstate Telecommunications Corp. RB, Series 2005, 2.59% 1   7,300,000      7,300,000
---------------------------------------------------------------------------------------
NYC GOUN, Puttable Floating Option Tax Exempt Receipts,
Series PT-2848, 2.34% 1,2                                        790,000        790,000
---------------------------------------------------------------------------------------
NYC IDA Civic Facilities RB, Birch Wathen Lenox School
Project, 2.30% 1                                               1,600,000      1,600,000
---------------------------------------------------------------------------------------
NYC IDA Civic Facilities RB, Casa Project, 2.36% 1             2,600,000      2,600,000
---------------------------------------------------------------------------------------
NYC MTAU RRB, Puttable Floating Option Tax Exempt Receipts,
Series PA-1088, 2.31% 1,2                                      2,200,000      2,200,000
---------------------------------------------------------------------------------------
NYC MTAU RRB, Series A, MERLOTS Series 2004 B-16, 2.31% 1,2    2,995,000      2,995,000
---------------------------------------------------------------------------------------
NYS DA RB, MERLOTS Series 2003 B30, 2.31% 1,2                  1,000,000      1,000,000
---------------------------------------------------------------------------------------
NYS DA RB, Non State Supported Debt-Court Facilities Lease,
Series 2005B, 2.20% 1                                          9,000,000      9,000,000
---------------------------------------------------------------------------------------
NYS GOUN, Series A, 1.80%, 10/7/05 3                           1,900,000      1,900,000
---------------------------------------------------------------------------------------
Oneida Cnty., NY IDA RB, Civic Facilities, Rome Memorial
Hospital, Inc. Project, Series 2005, 2.33% 1                   5,000,000      5,000,000
                                                                           ------------
                                                                             34,385,000

---------------------------------------------------------------------------------------
NORTH CAROLINA--0.6%
Craven Cnty., NC IFPCFA RB, Wheatstone Corp. Project,
2.63% 1                                                        2,000,000      2,000,000
---------------------------------------------------------------------------------------
Hoke Cnty., NC IFPCFA RB, Triangle Building Supply, Inc.
Project, Series 1997, 2.63% 1                                  1,500,000      1,500,000
---------------------------------------------------------------------------------------
NC Community HCF RB, Carolina Meadows, Inc., Project,
Series 2004, 2.32% 1                                           5,000,000      5,000,000
---------------------------------------------------------------------------------------
Wake Cnty., NC IFPCFA RB, Aeroglide Corp. Project, Series
1997, 2.63% 1                                                    975,000        975,000
                                                                           ------------
                                                                              9,475,000

---------------------------------------------------------------------------------------
OHIO--4.3%
Columbus, OH RTA Capital Funding RB, OASBO Program,
Series 2004A, 2.30% 1                                         10,000,000     10,000,000
---------------------------------------------------------------------------------------
Franklin Cnty., OH HCF RB, Presbyterian Retirement Services,
Series 2002B, 2.32% 1                                          4,800,000      4,800,000
---------------------------------------------------------------------------------------
Franklin Cnty., OH HCF RB, Presbyterian Retirement Services,
Series 2005B, 2.32% 1                                          6,385,000      6,385,000
---------------------------------------------------------------------------------------
Gallia Cnty., OH IDV Mtg. RRB, Jackson Pike Assn., 3%,
12/15/05 3                                                     2,220,000      2,220,000

13 | CENTENNIAL TAX EXEMPT TRUST STATEMENT OF INVESTMENTS CONTINUED --------------------------------------------------------------------------------

                                                                     PRINCIPAL         VALUE
                                                                        AMOUNT    SEE NOTE 1
--------------------------------------------------------------------------------------------

OHIO Continued
Hamilton Cnty., OH HCF RB, Twin Towers & Twin Lakes
Project, Series A, 2.57% 1                                     $     8,000,000   $ 8,000,000
--------------------------------------------------------------------------------------------
Hamilton Cnty., OH Hospital Facilities RB, Children's
Hospital & Medical Center, Series 2000, 2.26% 1                      8,250,000     8,250,000
--------------------------------------------------------------------------------------------
Madeira, OH ED RRB, The Kroger Co., Series 2004, 2.38% 1             2,050,000     2,050,000
--------------------------------------------------------------------------------------------
OH Water DAU RB, Series A, 2.35% 1                                  15,400,000    15,400,000
--------------------------------------------------------------------------------------------
OH Water DAU RRB, 2.35% 1                                           13,835,000    13,835,000
--------------------------------------------------------------------------------------------
Stark Cnty., OH IDV RRB, The Kroger Co., Series 2004, 2.38% 1        3,100,000     3,100,000
                                                                                 -----------
                                                                                  74,040,000

--------------------------------------------------------------------------------------------
PENNSYLVANIA--0.7%
Berks Cnty., PA IDAU RB, Visiting Nurse Assn., Inc. Project,
Series B, 2.39% 1                                                      670,000       670,000
--------------------------------------------------------------------------------------------
Harrisburg, PA Authority RB, Haverford Township
School, Subseries 2001-A, 2.33% 1                                    2,195,000     2,195,000
--------------------------------------------------------------------------------------------
Moon, PA IDAU Community Facilities RB, YMCA of Greater
Pittsburg Project, Series 2005, 2.31% 1                              3,780,000     3,780,000
--------------------------------------------------------------------------------------------
PA Public School Buildings RB, MERLOTS Series 2003 A42,
1.80% 1,4                                                            3,790,000     3,790,000
--------------------------------------------------------------------------------------------
Philadelphia, PA IDAU RB, Friends of Mast School, Inc.
Project, 2.34% 1                                                       885,000       885,000
                                                                                 -----------
                                                                                  11,320,000

--------------------------------------------------------------------------------------------
SOUTH CAROLINA--1.1%
SC Medical University HA RB, Series 2005-A, 2.33% 1,2               18,230,000    18,230,000
--------------------------------------------------------------------------------------------
TENNESSEE--1.5%
Knox, TN Health, Education & Housing RB, Puttable Floating
Option Tax Exempt Receipts, Series PT-2524, Steeple Chase
Project, 2.32% 1,2                                                   6,245,000     6,245,000
--------------------------------------------------------------------------------------------
Metropolitan Government Nashville & Davidson Cnty.,
TN Health & Education Board RB, Ascension Health,
Series 2001B, 1.65%, 8/3/05 3                                       14,000,000    14,000,000
--------------------------------------------------------------------------------------------
Springfield, TN IDV Board RRB, The Kroger Co., Series
2004, 2.38% 1                                                        4,500,000     4,500,000
                                                                                 -----------
                                                                                  24,745,000

--------------------------------------------------------------------------------------------
TEXAS--11.2%
Allen, TX ISD GOUN, Puttable Tax Exempt Receipts, Series
715, 2.32% 1                                                         1,505,000     1,505,000
--------------------------------------------------------------------------------------------
Bexar Cnty., TX HFC MH RB, Summit Hills Apts. Project,
Series A, 2.33% 1                                                    3,500,000     3,500,000
--------------------------------------------------------------------------------------------
Cedar Hill, TX ISD REF GOUN, School Building, Series 1996,
2.50%, 8/15/05 5                                                     2,830,000     2,821,367
--------------------------------------------------------------------------------------------
Clipper, TX COP, Tax Exempt Certificates Trust
Multistate, Series 2005-7, 2.40% 1,2                                28,500,000    28,500,000
--------------------------------------------------------------------------------------------
Comal, TX ISD GOUN, Puttable Tax Exempt Receipts, Series
756, 2.32% 1,2                                                       2,585,000     2,585,000
--------------------------------------------------------------------------------------------
Garland, TX ISD GOUN, School Building, Series 2004-B, 2.75%,
12/15/05 3                                                           7,125,000     7,125,000
--------------------------------------------------------------------------------------------
Hays, TX Consolidated ISD GOB, Puttable Tax Exempt
Receipts, Series 632, 2.32% 1                                        3,200,000     3,200,000
--------------------------------------------------------------------------------------------
Houston, TX WSS RB, SGMSTR Series 1997 SG120, 2.31% 1,2             22,600,000    22,600,000
--------------------------------------------------------------------------------------------
Keller, TX ISD GOUN, AAMC Series 2001-26, 2.33% 1,2                  3,000,000     3,000,000

14 | CENTENNIAL TAX EXEMPT TRUST

                                                                       PRINCIPAL           VALUE
                                                                          AMOUNT      SEE NOTE 1
------------------------------------------------------------------------------------------------

TEXAS Continued
Klein, TX ISD GOB, MERLOTS Series C-02, 2.32% 1                     $  4,175,000   $   4,175,000
------------------------------------------------------------------------------------------------
Lamar, TX Consolidated ISD Schoolhouse GOUN, Series 2004,
1.75%, 9/9/05 3                                                       11,500,000      11,500,000
------------------------------------------------------------------------------------------------
Mansfield, TX ISD School Building GOUN, MERLOTS Series B11,
2.32% 1,2                                                             14,590,000      14,590,000
------------------------------------------------------------------------------------------------
North TX/Dallas North TWY System RB, ETET Series 720050025,
Cl. A, 2.32% 1,2                                                       8,000,000       8,000,000
------------------------------------------------------------------------------------------------
Northside, TX ISD GOUN, Puttable Tax Exempt Receipts,
Series 751, 2.32% 1,2                                                  3,455,000       3,455,000
------------------------------------------------------------------------------------------------
San Antonio, TX Electric & Gas RB, Puttable Tax Exempt
Receipts, Series 769, 2.32% 1,2                                        5,385,000       5,385,000
------------------------------------------------------------------------------------------------
Spring Branch, TX ISD Schoolhouse GOLB, Series 2004, 1.75%,
9/9/05 3                                                              15,700,000      15,700,000
------------------------------------------------------------------------------------------------
Sunnyvale, TX ISD GOB, Puttable Tax Exempt Receipts, Series
619, 2.32% 1                                                           2,000,000       2,000,000
------------------------------------------------------------------------------------------------
TX SGMSTR Series SG P-19, 2.43% 1                                      1,620,000       1,620,000
------------------------------------------------------------------------------------------------
TX TANs & RANs, Series 2004, 3%, 8/31/05                              35,000,000      35,070,741
------------------------------------------------------------------------------------------------
TX TUAU RB, Dallas Northtollway, SGMSTR Series 1996 SG70,
2.31% 1,2                                                             11,000,000      11,000,000
------------------------------------------------------------------------------------------------
Upper Trinity Regional Water District, TX RB, Puttable Tax
Exempt Receipts, Series 579, 2.32% 1                                   2,835,000       2,835,000
                                                                                   -------------
                                                                                     190,167,108

------------------------------------------------------------------------------------------------
UTAH--0.8%
Beaver Cnty., UT Environmental Facilities RB, Best Biofuels
LLC Project, Series 2003A, 2.63% 1                                    10,985,000      10,985,000
------------------------------------------------------------------------------------------------
Davis Cnty., UT RB, Series 2003, 2.60% 1                               2,460,000       2,460,000
------------------------------------------------------------------------------------------------
Riverdale, UT RA Tax Increment RB, 2.40% 1                             1,000,000       1,000,000
                                                                                   -------------
                                                                                      14,445,000

------------------------------------------------------------------------------------------------
WASHINGTON--1.5%
Clark Cnty., WA Vancouver SDI No. 037 GOUN, Puttable
Floating Option Tax Exempt Receipts,
Series PZ-55, 2.40% 1,2                                                2,765,000       2,765,000
------------------------------------------------------------------------------------------------
King Cnty., WA GOLB, AAMC Series 2001-1, 2.33% 1,2                    12,770,000      12,770,000
------------------------------------------------------------------------------------------------
Marysville, WA WSS RB, Puttable Tax Exempt Receipts, Series
909, 2.32% 1,2                                                         7,345,000       7,345,000
------------------------------------------------------------------------------------------------
WA EDFA RB, A&T Mensonides Project, Series 2001-I, 2.60% 1             1,910,000       1,910,000
                                                                                   -------------
                                                                                      24,790,000

------------------------------------------------------------------------------------------------
WEST VIRGINIA--1.1%
Kanawha Cnty., WV IDV RRB, The Kroger Co., Series 2004-A,
2.38% 1                                                                4,500,000       4,500,000
------------------------------------------------------------------------------------------------
Kanawha Cnty., WV IDV RRB, The Kroger Co., Series 2004-B,
2.38% 1                                                                6,850,000       6,850,000
------------------------------------------------------------------------------------------------
Marmet, WV CD RRB, The Kroger Co., Series 2004, 2.38% 1                3,100,000       3,100,000
------------------------------------------------------------------------------------------------
WV HOFA RB, Pooled Financing Project, Series 2000 B-1,
2.34% 1                                                                3,800,000       3,800,000
                                                                                   -------------
                                                                                      18,250,000

15 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS CONTINUED

                                                                        PRINCIPAL             VALUE
                                                                           AMOUNT        SEE NOTE 1
---------------------------------------------------------------------------------------------------

WISCONSIN--5.6%
Appleton, WI RED Authority RRB, Fox Cities Performing Arts
Center, Series 2001B, 2.45% 1                                        $  1,000,000   $     1,000,000
---------------------------------------------------------------------------------------------------
Clipper, WI COP, Tax Exempt Certificates Trust RB, Series
2005-29, 2.34% 1,2                                                     11,330,000        11,330,000
---------------------------------------------------------------------------------------------------
Columbus, WI IDV RB, Maysteel Corp. Project, Series 1994,
2.63% 1                                                                 2,000,000         2,000,000
---------------------------------------------------------------------------------------------------
Green Bay, WI HAU RB, Sisters of St. Francis Project,
Series 2004, 2.32% 1                                                    4,995,000         4,995,000
---------------------------------------------------------------------------------------------------
Janesville, WI IDV RRB, Seneca Foods Corp. Project, Series
2002, 2.53% 1                                                           7,710,000         7,710,000
---------------------------------------------------------------------------------------------------
Wausau, WI SDI TANs & RANs, 2%, 10/27/05                                6,500,000         6,502,466
---------------------------------------------------------------------------------------------------
West Allis, WI RB, State Fairgrounds Park Exposition
Center, 2.33% 1                                                         3,555,000         3,555,000
---------------------------------------------------------------------------------------------------
WI H&EFA RB, Divine Savior Healthcare, Series 2002 B, 2.32% 1           2,300,000         2,300,000
---------------------------------------------------------------------------------------------------
WI H&EFA RB, Group Health Cooperative of South Central
Wisconsin, 2.43% 1                                                      4,200,000         4,200,000
---------------------------------------------------------------------------------------------------
WI H&EFA RB, HospiceCare Holdings, Inc., Series 2005, 2.35% 1           1,750,000         1,750,000
---------------------------------------------------------------------------------------------------
WI H&EFA RB, Lakeland College, Series 2005, 2.64% 1                    14,050,000        14,050,000
---------------------------------------------------------------------------------------------------
WI H&EFA RB, Lindengrove, Inc. Project, Series 2003B, 2.32% 1           7,310,000         7,310,000
---------------------------------------------------------------------------------------------------
WI H&EFA RB, Lutheran Social Services, Series 2004, 2.35% 1             3,000,000         3,000,000
---------------------------------------------------------------------------------------------------
WI H&EFA RB, Oakwood Village Project, Series 2005, 2.32% 1             10,000,000        10,000,000
---------------------------------------------------------------------------------------------------
WI H&EFA RB, Southwest Health Center, Inc., 2.32% 1                     6,340,000         6,340,000
---------------------------------------------------------------------------------------------------
WI H&EFA RB, St. Camillus Health Center, Series 2005, 2.35% 1           1,125,000         1,125,000
---------------------------------------------------------------------------------------------------
WI Transit RB, Reset Option Certificates II-R Trust, Series
7500, 2.32% 1,2                                                         7,450,000         7,450,000
                                                                                    ---------------
                                                                                         94,617,466

---------------------------------------------------------------------------------------------------
WYOMING--0.3%
Campbell Cnty., WY IDV RB, Powder Basin Properties Project,
Series 1996, 2.47% 1                                                    4,430,000         4,430,000
---------------------------------------------------------------------------------------------------
OTHER TERRITORIES--6.2%
Floating Rate Trust Receipts, Series 2001 C5, 2.62% 1,2                11,170,000        11,170,000
---------------------------------------------------------------------------------------------------
Municipal Securities Pool Trust, SGMSTR Series P-18,
2.43% 1,2                                                              85,050,000        85,050,000
---------------------------------------------------------------------------------------------------
Puttable Floating Option Tax Exempt Receipts, Series
PZP-001, 2.43% 1,2                                                      8,950,000         8,950,000
                                                                                    ---------------
                                                                                        105,170,000

---------------------------------------------------------------------------------------------------
U.S. POSSESSIONS--0.7%
PR CMWLTH GOUN, Floating Rate Trust Receipts, Series
2005-F2, 2.68% 1,2                                                      8,475,000         8,475,000
---------------------------------------------------------------------------------------------------
PR CMWLTH Infrastructure FAU RB, Tender Option Trust
Certificates, Series 2005 Z-6, 2.38% 1,2                                2,900,000         2,900,000
                                                                                    ---------------
                                                                                         11,375,000
                                                                                    ---------------
Total Short-Term Tax-Exempt Obligations
(Cost $1,693,444,731)                                                                 1,693,444,731

---------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $1,693,444,731)                            99.6%    1,693,444,731
---------------------------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES                                               0.4         7,094,794
                                                                     ------------------------------

NET ASSETS                                                                  100.0%  $ 1,700,539,525
                                                                     ==============================

16 | CENTENNIAL TAX EXEMPT TRUST

FOOTNOTES TO STATEMENT OF INVESTMENTS

To simplify the listings of securities, abbreviations are used per the table below:

AAMC ABN AMRO Munitops Certificates

BOE Board of Education

CD Commercial Development

CDAU Community Development Authority

CMWLTH Commonwealth

COP Certificates of Participation

DA Dormitory Authority

DAU Development Authority

DFA Development Finance Authority

DFB Development Finance Board

ECFA Educational and Cultural Facilities Authority

ED Economic Development

EDAU Economic Development Authority

EDFA Economic Development Finance Authority

EDLFA Educational Facilities Authority

ETET Eagle Tax-Exempt Trust

FAU Finance Authority

GO General Obligation

GOB General Obligation Bonds

GOLB General Obligation Ltd. Bonds GOUN General Obligation Unlimited Nts.

H&EFA Health and Educational Facilities Authority

H&RA Housing and Redevelopment Authority

HA Hospital Authority

HAU Housing Authority

HCF Health Care Facilities

HFA Housing Finance Agency/Authority

HFAU Health Facilities Authority

HFC Housing Finance Corp.

HFFAU Health Facilities Finance Authority

HOFA Hospital Finance Agency/Authority

IDA Industrial Development Agency

IDAU Industrial Development Authority

IDB Industrial Development Board

IDV Industrial Development

IFPCFA Industrial Facilities and Pollution Control Financing Authority

ISD Independent School District

MERLOTS Municipal Exempt Receipts Liquidity Option Tender

MFA Mortgage Finance Authority

MH Multifamily Housing

MPA Municipal Power Agency

MTAU Metropolitan Transportation Authority

NYC New York City

NYS New York State

PC Pollution Control

PPS Public Power System

RA Redevelopment Agency/Authority

RANs Revenue Anticipation Nts.

RB Revenue Bonds

RED Redevelopment

REF Refunding

RRB Revenue Refunding Bonds

RTA Regional Transportation Authority/Agency

SCDAU Statewide Communities Development Authority

SDI School District

SFM Single Family Mtg.

SGMSTR Societe Generale, NY Branch Municipal Security Trust Receipts

SWD Solid Waste Disposal

TANs Tax Anticipation Nts.

TS Tobacco Settlement

TUAU Turnpike Authority

TWY Thruway/Tollway Authority/Agency

USD Unified School District

WSS Water & Sewer System

YMCA Young Men’s Christian Association

1.     Floating or variable rate obligation maturing in more than one year. The interest rate, which is based on specific, or an index of, market interest rates, is subject to change periodically and is the effective rate on June 30, 2005. This instrument has a demand feature which allows, on up to 30 days’ notice, the recovery of principal at any time, or at specified intervals not exceeding one year.

2.     Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $691,232,000 or 40.65% of the Trust’s net assets as of June 30, 2005.

3.     Put obligation redeemable at full principal value on the date reported.

4.     Illiquid security. The aggregate value of illiquid securities as of June 30, 2005 was $3,790,000, which represents 0.22% of the Trust’s net assets. See Note 4 of Notes to Financial Statements.

5.     Zero coupon bond reflects effective yield on the date of purchase.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

17 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2005

ASSETS

Investments, at value (cost $1,693,444,731) — see accompanying statement of investments $ 1,693,444,731 — — — — — — — — — — — — — — — — — — — — Cash 3,127,766 — — — — — — — — — — — — — — — — — — — — Receivables and other assets:

Investments sold 9,590,675 Interest 8,074,792 Shares of beneficial interest sold 6,114 Other 141,635

_________________

Total assets 1,714,385,713

LIABILITIES

Payables and other liabilities:

Investments purchased 12,602,976 Dividends 948,835 Distribution and service plan fees 114,259 Transfer and shareholder servicing agent fees 42,913 Shareholder communications 39,143 Shares of beneficial interest redeemed 34,086 Trustees' compensation 10,435 Other 53,541

_________________

Total liabilities 13,846,188 NET ASSETS $ 1,700,539,525

_________________

COMPOSITION OF NET ASSETS

Paid-in capital $ 1,700,545,069 Accumulated net realized loss on investments (5,544)

_________________

NET ASSETS — applicable to 1,700,574,704 shares of beneficial interest outstanding $ 1,700,539,525 ===============

NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING PRICE PER SHARE $ 1.00

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

18 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2005

INVESTMENT INCOME

Interest $ 33,112,641

EXPENSES

Management fees 7,590,892 Service plan fees 3,580,047 Transfer and shareholder servicing agent fees 523,705 Custodian fees and expenses 72,577 Shareholder communications 63,399 Trustees' compensation 11,822 Other 188,134

_________________

Total expenses 12,030,576 Less reduction to custodian expenses (50,247) Less waivers and reimbursements of expenses (354,413)

_________________

Net expenses 11,625,916 NET INVESTMENT INCOME 21,486,725 NET REALIZED GAIN ON INVESTMENTS 96,274 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 21,582,999

_________________

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

19 | CENTENNIAL TAX EXEMPT TRUST

STATEMENTS OF CHANGES IN NET ASSETS

-----------------------------------------------------------------------------------------
YEAR ENDED JUNE 30,                                               2005              2004
-----------------------------------------------------------------------------------------

OPERATIONS
-----------------------------------------------------------------------------------------
Net investment income                                  $    21,486,725   $     6,492,424
-----------------------------------------------------------------------------------------
Net realized gain (loss)                                        96,274           (79,810)
                                                       ----------------------------------
Net increase in net assets resulting from operations        21,582,999         6,412,614

-----------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
-----------------------------------------------------------------------------------------
Dividends from net investment income                       (21,486,725)       (6,492,424)

-----------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
-----------------------------------------------------------------------------------------
Net decrease in net assets resulting from
beneficial interest transactions                           (77,683,115)      (98,384,454)

-----------------------------------------------------------------------------------------
NET ASSETS
-----------------------------------------------------------------------------------------
Total decrease                                             (77,586,841)      (98,464,264)
-----------------------------------------------------------------------------------------
Beginning of period                                      1,778,126,366     1,876,590,630
                                                       ----------------------------------
End of period                                          $ 1,700,539,525   $ 1,778,126,366
                                                       ==================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

20 | CENTENNIAL TAX EXEMPT TRUST

FINANCIAL HIGHLIGHTS

YEAR ENDED JUNE 30,                                       2005      2004      2003      2002      2001
-------------------------------------------------------------------------------------------------------

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 1      -- 2     .01       .01       .03
Dividends and/or distributions to shareholders            (.01)       -- 2    (.01)     (.01)     (.03)
-------------------------------------------------------------------------------------------------------

Net asset value, end of period                         $  1.00    $ 1.00   $  1.00   $  1.00   $  1.00
                                                       ================================================

-------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                            1.21%     0.35%     0.69%     1.17%     3.26%
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)                $ 1,701   $ 1,778   $ 1,877   $ 1,824   $ 1,822
-------------------------------------------------------------------------------------------------------
Average net assets (in millions)                       $ 1,797   $ 1,851   $ 1,882   $ 1,904   $ 1,779
-------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                     1.20%     0.35%     0.68%     1.16%     3.21%
Total expenses                                            0.67%     0.67%     0.66%     0.69%     0.70%
Expenses after payments and waivers and
reduction to custodian expenses                           0.65%      N/A 5     N/A 5     N/A 5    0.69%

1.     Per share amounts calculated based on the average shares outstanding during the period.

2.     Less than $0.005 per share.

3.     Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions 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 are not annualized for periods less than one year. Returns do not reflect the deduction of taxes that a shareholder would pay on Trust distributions or the redemption of Trust shares.

4.     Annualized for periods of less than one full year.

5.     Reduction to custodian expenses less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

21 | CENTENNIAL TAX EXEMPT TRUST

NOTES TO FINANCIAL STATEMENTS

1.     SIGNIFICANT ACCOUNTING POLICIES

Centennial Tax Exempt 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 the maximum short-term interest income exempt from federal income taxes that is consistent with low capital risk 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. The net asset value of shares of the Trust is normally determined twice each day, at 12:00 Noon Eastern time and at 4:00 P.M. Eastern time on each day The New York Stock Exchange (the Exchange) is open for trading. Portfolio securities are valued on the basis of amortized cost, which approximates market value.

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.

UNDISTRIBUTED NET UNDISTRIBUTED ACCUMULATED LOSS INVESTMENT INCOME LONG-TERM GAINS CARRYFORWARD 1,2 $ 983,793 $ -- $ 5,544

1.     As of June 30, 2005, the Trust had $5,544 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of June 30, 2005 details of the capital loss carry-forward were as follows:

      EXPIRING

2012 $ 5,544

2.     During the fiscal year June 30, 2005, the Trust utilized $96,274 of capital loss carryforward to offset capital gains realized in that fiscal year. During the fiscal year June 30, 2004, the Trust did not utilize any capital loss carryforwards.

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.

22 | CENTENNIAL TAX EXEMPT TRUST

The tax character of distributions paid during the years ended June 30, 2005 and June 30, 2004 were as follows:

YEAR ENDED YEAR ENDED JUNE 30, 2005 JUNE 30, 2004

      Distributions paid from:

Exempt-interest dividends $ 21,486,725 $ 6,492,424

TRUSTEES’ COMPENSATION. 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 compensation they are entitled to receive from the Trust. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Trust or in other Oppenheimer funds selected by the Trustee. The Trust purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Trust asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of trustees’ fees under the plan will not affect the net assets of the Trust, and will not materially affect the Trust’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan.

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 but may be paid at other times to maintain the net asset value per share at $1.00.

CUSTODIAN FEES. Custodian Fees and Expenses in the Statement of Operations may include interest expense incurred by the Trust on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Trust pays interest to its custodian on such cash overdrafts at a rate equal to the Federal Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if applicable, represents earnings on cash balances maintained by the Trust during the period. Such interest expense and other custodian fees may be paid with these earnings.

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 U.S. generally accepted accounting principles 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.

23 | CENTENNIAL TAX EXEMPT 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, 2005           YEAR ENDED JUNE 30, 2004
                                   SHARES            AMOUNT           SHARES            AMOUNT
-----------------------------------------------------------------------------------------------

Sold                        5,467,251,055   $ 5,467,251,055    5,127,413,724   $ 5,127,413,724
Dividends and/or
distributions reinvested       20,503,644        20,503,644        6,338,791         6,338,791
Redeemed                   (5,565,437,814)   (5,565,437,814)  (5,232,136,969)   (5,232,136,969)
                           --------------------------------------------------------------------
Net decrease                  (77,683,115)  $   (77,683,115)     (98,384,454)  $   (98,384,454)
                           ====================================================================

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 the next $500 million and 0.325% of net assets in excess of $2 billion.

ADMINISTRATION SERVICES. The Trust pays the Manager a fee of $1,500 per year for preparing and filing the Trust's tax returns.

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 per account fee. For the year ended June 30, 2005, the Trust paid $524,110 to SSI for services to the Trust.

SERVICE PLAN (12b-1) FEES. The Trust has adopted a service plan. It reimburses Centennial Asset Management Corporation, the Distributor, for a portion of its costs incurred for services provided to accounts that hold shares of the Trust. Reimbursement is made quarterly, or monthly depending on asset size, at an annual rate of up to 0.20% of the average annual net assets of the Trust. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions quarterly for providing personal services and maintenance of accounts of their customers that hold shares of the Trust. Fees incurred by the Trust under the Plan are detailed in the Statement of Operations.

WAIVERS AND REIMBURSEMENTS OF EXPENSES. Under the investment advisory agreement, when the value of the Trust’s net assets is less than $1.5 billion, the annual fee payable to the Manager shall be reduced by $100,000 based on average net assets computed daily and paid monthly at the annual rates. However, the annual fee cannot be less than $0.

        During the year ended June 30, 2005, the Manager voluntarily paid a one-time reimbursement of Trust expenses amounting to $354,413.

24 | CENTENNIAL TAX EXEMPT TRUST

SSI has voluntarily agreed to limit transfer and shareholder servicing agent fees to 0.35% of average annual net assets of the Trust. This undertaking may be amended or withdrawn at any time.

4.     ILLIQUID SECURITIES

As of June 30, 2005, 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 will not invest more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Securities that are illiquid are marked with the applicable footnote on the Statement of Investments.

25 | CENTENNIAL TAX EXEMPT TRUST

                                  Appendix A

                      Description of Securities Ratings

Below is a description of the two highest rating categories for Short Term
Debt and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on behalf
of the Trust.  The ratings descriptions are based on information supplied by
the ratings organizations to subscribers.

SHORT TERM DEBT RATINGS.

Moody's Investors Service, Inc.  ("Moody's")

The following rating designations for commercial paper (defined by Moody's as
promissory obligations not having original maturity in excess of nine
months), are judged by Moody's to be investment grade, and indicate the
relative repayment capacity of rated issuers:

Prime-1: Superior capacity for repayment.  Capacity will normally be
evidenced by the following characteristics: (a) leading market positions in
well-established industries; (b) high rates of return on funds employed; (c)
conservative capitalization structure with moderate reliance on debt and
ample asset protection; (d) broad margins in earning coverage of fixed
financial charges and high internal cash generation; and (e) well-established
access to a range of financial markets and assured sources of alternate
liquidity.

Prime-2: Strong capacity for repayment.  This will normally be evidenced by
many of the characteristics cited above but to a lesser degree.  Earnings
trends and coverage ratios, while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected
by external conditions.  Ample alternate liquidity is maintained.

      Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes which have
demand features may also be designated as "VMIG."  These rating categories
are as follows:

MIG 1/VMIG 1: Denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2: Denotes strong credit quality. Margins of protection are ample
although not as large as in the preceding group.

Standard & Poor's Ratings Services, a division of The McGraw-Hill  Companies,
Inc. ("Standard and Poor's")

The following ratings by Standard and Poor's for commercial paper (defined by
Standard and Poor's as debt having an original maturity of no more than 365
days) assess the likelihood of payment:






A-1: Obligation is rated in the highest category. The obligor's capacity to
meet its financial commitment on the obligation is strong. Within this
category, a plus (+) sign designation indicates the obligor's capacity to
meet its financial obligation is extremely strong.

A-2: Obligation is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in higher
rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.

Standard and Poor's ratings for Municipal Notes due in 3 years or less:

SP-1: Strong capacity to pay principal and interest. An issue determined to
possess a very strong capacity to pay debt service is given a (+) designation.

SP-2: Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.

Standard and Poor's assigns "dual ratings" to all municipal debt issues that
have a demand or double feature as part of their provisions.  The first
rating addresses the likelihood of repayment of principal and interest as
due, and the second rating addresses only the demand feature.  With
short-term demand debt, Standard and Poor's note rating symbols are used with
the commercial paper symbols (for example, "SP-1+/A-1+").


Fitch, Inc. ("Fitch")

Fitch assigns the following short-term ratings to debt obligations that are
payable on demand or have original maturities of generally up to three years,
including commercial paper, certificates of deposit, medium-term notes, and
municipal and investment notes:

F1: Highest credit quality. Strongest capacity for timely payment of
financial commitments. May have an added "+" to denote any exceptionally
strong credit feature.

F2: Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the
case of higher ratings.

Dominion Bond Rating Service Limited ("DBRS")
------------------------------------------------------------------------------

R-1: Short term debt rated "R-1 (high)" is of the highest credit quality,  and
indicates  an entity which  possesses  unquestioned  ability to repay  current
liabilities  as they  fall  due.  Entities  rated  in this  category  normally
maintain   strong   liquidity   positions,   conservative   debt   levels  and
profitability  which is both stable and above average.  Companies achieving an
"R-1  (high)"  rating are  normally  leaders in  structurally  sound  industry
segments with proven track records,  sustainable  positive  future results and
no  substantial   qualifying  negative  factors.  Given  the  extremely  tough
definition  which DBRS has established  for an "R-1 (high)",  few entities are
strong enough to achieve this rating.  Short term debt rated "R-1 (middle)" is
of  superior  credit  quality  and, in most  cases,  ratings in this  category
differ from "R-1 (high)"  credits to only a small degree.  Given the extremely
tough  definition  which  DBRS has for the "R-1  (high)"  category  (which few
companies  are  able to  achieve),  entities  rated  "R-1  (middle)"  are also
considered strong credits which typically  exemplify above average strength in
key areas of  consideration  for debt  protection.  Short term debt rated "R-1
(low)" is of  satisfactory  credit quality.  The overall  strength and outlook
for key liquidity,  debt and profitability ratios is not normally as favorable
as  with  higher  rating  categories,   but  these  considerations  are  still
respectable.  Any  qualifying  negative  factors  which  exist are  considered
manageable,  and the  entity  is  normally  of  sufficient  size to have  some
influence in its industry.

R-2:  Short term debt rated  "R-2" is of  adequate  credit  quality and within
the three subset grades  (high,  middle,  low),  debt  protection  ranges from
having reasonable  ability for timely repayment to a level which is considered
only just  adequate.  The  liquidity  and debt ratios of entities in the "R-2"
classification are not as strong as those in the "R-1" category,  and the past
and future  trend may suggest  some risk of  maintaining  the  strength of key
ratios  in  these  areas.   Alternative   sources  of  liquidity  support  are
considered  satisfactory;  however,  even the strongest liquidity support will
not improve the commercial paper rating of the issuer.  The size of the entity
may restrict  its  flexibility,  and its relative  position in the industry is
not typically as strong as the "R-1 credit".  Profitability  trends,  past and
future,  may be less  favorable,  earnings not as stable,  and there are often
negative  qualifying  factors  present  which  could also make the entity more
vulnerable to adverse changes in financial and economic conditions.

LONG TERM DEBT RATINGS.

These ratings are relevant for securities purchased by the Trust with a
remaining maturity of 397 days or less, or for rating issuers of short-term
obligations.


Moody's

Bonds (including municipal bonds) are rated as follows:

Aaa: Judged to be the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt edged."  Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure.  While the various protective elements are likely to
change, the changes that can be expected are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Judged to be of high quality by all standards. Together with the "Aaa"
group, they comprise what are generally known as high-grade bonds.  They are
rated lower than the best bonds because margins of protection may not be as
large as with "Aaa" securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which make the
long-term risk appear somewhat larger than that of "Aaa" securities.

      Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the obligation ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates a ranking in the lower end
of that generic rating category.


Standard and Poor's

Bonds (including municipal bonds maturing beyond 3 years) are rated as
follows:

AAA: Bonds rated "AAA" have the highest rating assigned by Standard & Poor's.
The obligor's capacity to meet its financial commitment on the obligation is
extremely strong.

AA: Bonds rated "AA" differ from the highest rated obligations only in small
degree. A strong capacity to meet its financial commitment on the obligation
is very strong.


Fitch

AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of
credit risk. They are assigned only in the case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.

AA: Very High Credit Quality. "AA" ratings denote a very low expectation of
credit risk. They indicate a very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

      Because bonds rated in the "AAA" and "AA" categories are not
significantly vulnerable to foreseeable future developments, short-term debt
of these issuers is generally rated "F-1+."











B-1

                                  Appendix B

                   MUNICIPAL BOND INDUSTRY CLASSIFICATIONS

Adult Living Facilities
Airlines
Automobiles
Chemicals
Corporate Backed
Education
Electric Utilities
Food Products
Gas Utilities
General Obligation
Higher Education
Highways/Railways
Hospital/Healthcare
Hotels, Restaurants & Leisure
Manufacturing, Durable Goods
Manufacturing, Non Durable Goods
Marine/Aviation Facilities
Metals & Mining
Multi-Family Housing
Municipal Leases
Non Profit Organization
Oil & Gas
Paper, Containers & Packaging
Parking Fee Revenue
Pollution Control
Real Estate
Resource Recovery
Sales Tax Revenue
Sewer Utilities
Single Family Housing
Special Assessment
Special Tax
Sports Facility Revenue
Student Loans
Telephone Utilities
Tobacco
U.S. Government - Full Faith & Credit
U.S. Government Agencies-GSEs
Water Utilities










------------------------------------------------------------------------------
Centennial Tax Exempt Trust
------------------------------------------------------------------------------

Investment Advisor and Distributor
Centennial Asset Management Corporation
6803 South Tucson Way
Centennial, Colorado 80112

Sub-Distributor
OppenheimerFunds Distributor, Inc.
P.O. Box 5254
Denver, Colorado 80217-5254

Transfer Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217-5143
1.800.525.9310

Custodian of Portfolio Securities
Citibank, N.A.
111 Wall Street
New York, New York 10005

Independent Registered Public Accounting Firm
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

Counsel to the Trust
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

Counsel to the Independent Trustees
Bell, Boyd & Lloyd, LLC
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207

PX0160.01.1005



            (1). In  accordance  with Rule 12b-1 of the  Investment  Company Act, the term
            "Independent  Trustees" in this Statement of Additional  Information refers to
            those  Trustees who are not  "interested  persons" of the Trust and who do not
            have any direct or indirect  financial  interest in the  operation of the plan
            or any agreement under the plan.

                         CENTENNIAL TAX EXEMPT TRUST

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION


Item 23.  Exhibits

(a)   (i)   Restated   Declaration   of  Trust  dated   September   27,  1985:
Previously filed with Registrant's  Post-Effective Amendment No. 11 (9/27/85),
and refiled with  Registrant's  Post-Effective  Amendment  No. 28  (10/31/94),
pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

      (ii)  Amendment  to the  Declaration  of Trust dated  January 26,  2001:
Previously   filed  with   Registrant's   Post  Effective   Amendment  No.  38
(10/25/01), and incorporated herein by reference.

      (iii) Amendment No. 2 to the Restated  Declaration of Trust dated August
27, 2002:  Previously filed with Registrant's Post Effective  Amendment No. 39
(10/18/02), and incorporated herein by reference.

(b)   By-Laws,  as amended and restated  through October 24, 2000:  Previously
filed with  Registrant's  Post  Effective  Amendment  No. 38  (10/25/01),  and
incorporated herein by reference.

(c)   Specimen Share  Certificate:  Previously  filed with  Registrant's  Post
Effective Amendment No. 38 (10/25/01), and incorporated herein by reference.

(d)   Investment  Advisory  Agreement  dated  February  18,  1992:  Previously
filed with  Registrant's  Post-Effective  Amendment No. 25 (11/1/92),  refiled
with  Registrant's  Post-Effective  Amendment No. 28  (10/31/94),  pursuant to
Item 102 of Regulation S-T and incorporated herein by reference.

         (e)       (i)   General  Distributor's   Agreement  Centennial  Asset
Management   Corporation  dated  October  13,  1992:   Previously  filed  with
Registrant's  Post  Effective  Amendment  No. 26 (8/30/93),  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  Registrant's  Post-Effective  Amendment  No. 26
(8/30/93), 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),  (11/1/94),  and incorporated
herein by reference.

(f)   Form   of   Deferred    Compensation    Agreement   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)   (i)  Global  Custodial  Services  Agreement  dated  July 15,  2003,  and
      amended June 9, 2005 between Registrant and Citibank,  N.A.,  Previously
      filed with Oppenheimer  International  Diversified initial  registration
      statement,  June 14, 2005 (Reg.  No.  333-125805)  on June 14, 2005, and
      incorporated herein by reference.


      (ii)  Amended and  Restated  Foreign  Custody  Manager  Agreement  dated
      5/31/01, as amended July 15, 2003 between Registrant and Citibank,  N.A.
      Previously  filed with  Pre-effective  Amendment #1 to the  Registration
      Statement of  Oppenheimer  International  Large Cap Core Trust (Reg. No.
      33-106014) on August 5, 2003, and incorporated herein by reference.

(h)   Not applicable.

(i)   (i)   Opinion  and  Consent  of  Counsel   dated   February   23,  1981:
      Previously  filed  with  Registrant's   Pre-Effective  Amendment  No.  1
      (3/2/81),  refiled with  Registrant's  Post-Effective  Amendment  No. 28
      (10/31/94),  pursuant  to Item 102 of  Regulation  S-T and  incorporated
      herein by reference.

      (ii)  Opinion  of  Neef,  Swanson,  Myer &  Clark,  general  counsel  to
      Registrant issued in the  reorganization  of Registrant  (formerly Daily
      Cash Tax Exempt Fund,  Inc.) dated September 27, 1985:  Previously filed
      with  Registrant's  Post-Effective  Amendment No. 13 (1/31/86),  refiled
      with Registrant's Post-Effective Amendment No. 28, (10/31/94),  pursuant
      to Item 102 of Regulation S-T and incorporated herein by reference.

      (iii)  Opinion of Moye,  Giles,  O'Keefe,  Bermeire  & Gorrell,  special
      counsel  to  Registrant  issued  in  the  reorganization  of  Registrant
      (formerly  Daily Cash Tax Exempt Fund,  Inc.) dated  September 27, 1985:
      Previously  filed  with  Registrant's  Post-Effective  Amendment  No. 13
      (1/31/86),  refiled with  Registrant's  Post-Effective  Amendment No.28,
      (10/31/94),  pursuant  to Item 102 of  Regulation  S-T and  incorporated
      herein by reference.

      (iv)  Opinion of Deloitte  Haskins & Sells issued to  Registrant  in the
      reorganization  of  Registrant  (formerly  Daily Cash Tax  Exempt  Fund,
      Inc.) dated  September  27,  1985:  Previously  filed with  Registrant's
      Post-Effective  Amendment  No. 13 (1/31/86),  refiled with  Registrant's
      Post-Effective  Amendment  No.28,  (10/31/94),  pursuant  to Item 102 of
      Regulation S-T and incorporated herein by reference.

      (v)Opinion  of  Deloitte  Haskins & Sells  issued to  Registrant  in the
      reorganization  of  Registrant  (formerly  Daily Cash Tax  Exempt  Fund,
      Inc.) dated  September  27,  1985:  Previously  filed with  Registrant's
      Post-Effective  Amendment  No. 13 (1/31/86),  refiled with  Registrant's
      Post-Effective  Amendment  No.28,  (10/31/94),  pursuant  to Item 102 of
      Regulation S-T and incorporated herein by reference.


(j)   Independent Registered Public Accounting Firm's Consent: Filed herewith.


(k)   Not applicable.

(l)   Not applicable.

(m)   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. 26,  (08/30/93),  and
incorporated herein by reference.

(n)   Not applicable.

(o)        Powers of Attorneys dated December 13, 2004 for all
Trustees/Directors and Officers:  Previously filed with Post-Effective
Amendment No. 44 to the Registration Statement of Oppenheimer Variable
Account Funds, 2/25/05, and incorporated herein by reference.


      (ii) Power of Attorney for Richard F. Grabish: Previously filed with
the Registrants Post-Effective Amendment No. 20 to the Registration Statement
of Centennial California Tax Exempt (Reg. No. 33-30471, 10/14/2005, and
incorporated herein by reference.

       (iii) Power of Attorney dated August 22, 2005 for John V. Murphy for
Form N-PX: Previously filed with Post-Effective Amendment No. 2 to the
Registration Statement of Oppenheimer Limited Term California Municipal Fund
(Reg. No. 333-111230), 09/29/05, and incorporated herein by reference.


(p)   Amended  and  Restated  Code of Ethics of the  Oppenheimer  Funds  dated
February  1, 2005  under  Rule 17j-1 of the  Investment  Company  Act of 1940:
Previously  filed with the  Registration  Statement  of  Oppenheimer  Dividend
Growth  Fund (Reg.  No.  333-122902),  02/18/05,  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 the provisions of Article Seven of Registrant's Amended
and Restated Declaration of Trust filed as Exhibit 22(a) to this Registration
Statement, and incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, 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 trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, 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 Investment Adviser

(a)   Centennial Asset Management Corporation is the investment adviser of
the Registrant; it and certain subsidiaries and affiliates act in the same
capacity to other registered investment companies as described in Parts A and
B hereof and listed in Item 25(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 Centennial Asset Management Corporation 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
with Centennial Asset
Management Corporation       Other Business and Connections During the Past Two
                             Years
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan,                 Vice President of OppenheimerFunds Distributor,
Vice President               Inc., Shareholder Services, Inc. and OFI Private
                             Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante,           As of January 2002: Vice President and Secretary
Secretary                    of OppenheimerFunds, Inc.; Secretary of
                             OppenheimerFunds, Distributor, Inc., 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 OFI Institutional
                             Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop             Vice President of OppenheimerFunds, Inc.;
Treasurer                    Treasurer of OppenheimerFunds Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. Bonnell,             Vice President of OppenheimerFunds, Inc. Formerly
Vice President               a Portfolio Manager at Strong Financial
                             Corporation (May 1999-May 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell               Vice President of OppenheimerFunds, Inc. and
Vice President               Shareholder Financial Services, Inc.: Senior Vice
                             President of Shareholder Services Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Ives                Vice President and Assistant Secretary of
Assistant Secretary          OppenheimerFunds Distributor, Inc. and Shareholder
                             Services, Inc.; Vice President, Senior Counsel and
                             Assistant Secretary of OppenheimerFunds, Inc.
                             Assistant Secretary of  OppenheimerFunds Legacy
                             Program and Shareholder Financial Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Mattisinko,            Assistant Secretary of HarbourView Asset
Assistant Secretary          Management Corporation, OppenheimerFunds Legacy
                             Program, OFI Private Investments, Inc., OFI
                             Institutional Asset Management, Inc. and
                             Oppenheimer Real Asset Management, Inc. Formerly
                             an Associate at Sidley Austin Brown and Wood LLP
                             (1995 - October 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Murphy,                 Executive Officer, Director and President of
Director                     OppenheimerFunds, Inc.; President and a director
                             of Oppenheimer Acquisition Corp. and Oppenheimer
                             Partnership Holdings, Inc.  Director of
                             OppenheimerFunds Distributor, Inc.: Chairman
                             Director of Shareholder Services, Inc. and
                             Shareholder Financial Services, Inc.;  President
                             and Director of OppenheimerFunds Legacy Program;
                             Director of  OFI Institutional Asset Management
                             Inc., Trinity Investment Management Corporation,
                             Tremont Capital Management, Inc., Harbourview
                             Asset Management Corporation, OFI Private
                             Investments, Inc.; President and Director of
                             Oppenheimer Real Asset Management, Inc.; Executive
                             Vice President of Massachusetts Mutual Life
                             Insurance Company; Director of DLB Acquisition
                             Corporation; a member of the Investment Company
                             Institute's Board of Governors.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff,               President an Director of OppenheimerFunds
President                    Distributor, Inc.; Executive Vice President of OFI
                             Private Investments, Inc.; President and director
                             of OppenheimerFunds Distributor, Inc.; Vice
                             President of OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey,            Senior Vice President and Chief Compliance Officer
Vice President & Chief       of OppenheimerFunds, Inc.; Vice President of
Compliance Officer           OppenheimerFunds Distributor, Inc. and Shareholder
                             Services, Inc. Formerly Vice President of
                             OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barry D. Weiss,              Vice President of OppenheimerFunds, Inc. and of
Vice President               HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carol E. Wolf,               Senior Vice President of OppenheimerFunds, Inc.
Vice President               and of HarbourView Asset Management Corporation;
                             serves on the Board of the Colorado Ballet.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack,              Executive Vice President and General Counsel of
General Counsel              OppenheimerFunds, Inc.; General Counsel and
                             Director of OppenheimerFunds Distributor, Inc.;
                             Senior Vice President and General Counsel of
                             HarbourView Asset Management Corporation and OFI
                             Institutional Asset Management, Inc.; Senior Vice
                             President, General Counsel and Director of
                             Shareholder Financial Services, Inc., Shareholder
                             Services, Inc., OFI Private Investments, Inc. and
                             OFI Trust Company; Vice President and Director of
                             Oppenheimer Partnership Holdings, Inc.;  Director
                             and Assistant Secretary of OppenheimerFunds plc;
                             Secretary and General Counsel of Oppenheimer
                             Acquisition Corp.; Director and Assistant
                             Secretary of OppenheimerFunds International Ltd.;
                             Director of Oppenheimer Real Asset Management,
                             Inc.; and OppenheimerFunds (Asia) Limited);  Vice
                             President of OppenheimerFunds Legacy Program.
---------------------------------------------------------------------------------

The Oppenheimer Funds include the following:

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 (a series of Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund (a series of Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Dividend Growth Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund

Oppenheimer International Large-Cap Core Fund (a series of Oppenheimer
International Large-
    Cap Core Trust)
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal
Fund)
Oppenheimer Main Street 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 Multi-State Municipal Trust (3 series):
     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
     Active Allocation Fund
     Aggressive Investor Fund
     Conservative Investor Fund
     Moderate Investor Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer
Principal
     Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer
     Principal Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer
     Principal Protected Trust III)
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)

     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small- & Mid- Cap Value Fund

Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):
     Oppenheimer Disciplined Allocation Fund
     Oppenheimer Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Bond Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Aggressive Growth Fund/VA
     Oppenheimer Balanced Fund/VA
     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Core Bond Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Growth Portfolio
     Government Securities Portfolio
     Oppenheimer 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, Centennial, Colorado 80112-3924.


The address of OppenheimerFunds,  Inc.,  OppenheimerFunds  Distributor,  Inc.,
HarbourView Asset Management  Corporation,  Oppenheimer  Partnership Holdings,
Inc.,  Oppenheimer  Acquisition  Corp.,  OFI Private  Investments,  Inc.,  OFI
Institutional  Asset  Management,  Inc. and  Oppenheimer  Trust Company is Two
World Financial  Center,  225 Liberty  Street-11th  Floor,  New York, New York
10281-1008.


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                                          Position(s) and
Business Address     Position(s) & Office(s) with         Office(s)
                     Underwriter                          with Registrant
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan(1)       Vice President                       None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante(1) Secretary                            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop(2)  Treasurer                            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. Bonnell(1)   Vice President                       None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell(2)    Vice President                       None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives(2)  Assistant Secretary                  Assistance Secretary
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Mattisinko     Assistant Secretary                  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy(1)    Director                             President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff(1)     President & Director                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey(2)  Vice President and Chief Compliance  Vice President and
                     Officer                              Chief Compliance
                                                          Officer
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barry D. Weiss(2)    Vice President                       Vice President &
                                                          Portfolio Manager
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carol E. Wolf(2)     Vice President                       Vice President &
                                                          Portfolio Manager
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack(1)    General Counsel                      Vice President &
                                                          Secretary
---------------------------------------------------------------------------------

(1)Two World Financial Center 225 Liberty Street-11th Floor, New York, NY
10281-1008
(2)6803 South Tucson Way, Centennial, CO 80112-3924

(c)   Not applicable.

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, Centennial, Colorado 80112-3924.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.








C-12

                                  SIGNATURES

Pursuant  to the  requirements  of (the  Securities  Act and)  the  Investment
Company  Act, the Fund  (certifies  that it meets all of the  requirement  for
effectiveness  of this  registration  statement  under rule  485(b)  under the
Securities Act and ) has duly caused this registration  statement to be signed
on its behalf by the undersigned,  duly authorized,  in the County of Arapahoe
and State of Colorado on the 14th day of October, 2005.



                              CENTENNIAL TAX EXEMPT TRUST

                                                      By:  /s/ John V. Murphy*
                                 ---------------------------------------------
                                                  John V. Murphy, President, &
                                                   Principal Executive Officer

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/ William L. Armstrong *    Chairman &                    October 14, 2005
----------------------------------                          Trustee
William L. Armstrong


/s/ John V. Murphy*           President & Principal

----------------------------------                          Executive Officer
October 14, 2005
John V. Murphy


/s/ Brian W. Wixted*          Treasurer & Principal         October 14, 2005
----------------------------------                          Financial and
Brian W. Wixted               Accounting Officer


/s/ Robert G. Avis*           Trustee                       October 14, 2005

----------------------------------
Robert G. Avis


/s/ George Bowen*             Trustee                       October 14, 2005

----------------------------------
George Bowen


s/ Edward L. Cameron *        Trustee                       October 14, 2005

----------------------------------
Edward L. Cameron



/s/ Jon S. Fossel*            Trustee                       October 14, 2005

----------------------------------
Jon S. Fossel


/s/ Sam Freedman*             Trustee                       October 14, 2005

----------------------------------
Sam Freedman


/s/Richard F. Grabish*        Trustee                       October 14, 2005

----------------------------------
Richard F. Grabish


/s/ Beverly L. Hamilton*      Trustee                       October 14, 2005

----------------------------------
Beverly L. Hamilton


/s/ Robert J. Malone*         Trustee                       October 14, 2005

----------------------------------
Robert J. Malone


/s/ F. William Marshall       Trustee                       October 14, 2005

----------------------------------
F. William Marshall


*By: s/ Mitchell J. Lindauer
        -----------------------------------------
        Mitchell J. Lindauer, Attorney-in-Fact






CENTENNIAL TAX EXEMPT TRUST


                      Registration Statement No. 2-69654



                                EXHIBIT INDEX


Exhibit No.                   Description



23(j)                   Independent Registered Public Accounting firm's
consent