485BPOS

                                                        Registration 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. 44                                            [X]


                                    and/or

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


Amendment No. 41                                                           [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):


[   ] Immediately upon filing pursuant to paragraph (b)
[X]   On August 23, 2006_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 August 23, 2006

                                         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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3

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












                                         27
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 or changes in Federal tax rates, 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 1/1/06 through 6/30/06 the cumulative total return (not
annualized) was 1.37%.
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 & 1st Q `04).


Average Annual Total Returns
for the periods ended December 31,    1 Year         5 Years       10 Years

2005

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

Centennial Tax Exempt Trust           1.87%          1.18%         2.09%
(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, 2006.


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                              0.43%

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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              0.68%

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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 2006, the
transfer agent fees did not exceed the expense limitation described above.


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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  $70                 $218               $380               $849

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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 ("Investment Company Act").  The
Statement of Additional Information ("SAI") 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, their political subdivisions (such as cities, towns
      and counties, or any commonwealth or territory of the United States, 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
      SAI. 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 a dollar-weighted 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 SAI. An investment policy is not fundamental
      unless this Prospectus or the SAI says that it is.


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.


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 SAI contains more information
about some of these practices, including limitations on their use that are designed
to reduce the overall risks.

"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.
      Most municipal leases, while secured by the leased property, are not general
      obligations of the issuing municipality.  They often contain
      "non-appropriation" clauses under which the municipal government has no
      obligation to make lease or installment payments in future years unless money
      is appropriated on a yearly basis.  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.
      Demand features and guarantees can effectively:
o     shorten the maturity of a variable or floating rate security,
o     enhance the security's credit quality, and
o     enhance the ability to sell the security.

      The aggregate price for a security subject to a demand feature or a guarantee
may be higher than the price that would otherwise be paid for the security without
the guarantee or the demand feature.  When the Trust purchases securities subject
to guarantees or demand features, there is an increase in the cost of the
underlying security and a corresponding reduction in its yield. Because the Trust
invests in securities backed by banks and other financial institutions, changes in
the credit quality of these institutions could cause losses to the Trust.
Therefore, an investment in the Trust may be riskier than an investment in other
types of money market funds.


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 Trust's portfolio holdings are included in semi-annual and
annual reports that are distributed to shareholders of the Trust within 60 days
after the close of the period for which such report is being made.  The Trust also
discloses its 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
Securities and Exchange Commission (the "SEC").  Therefore, portfolio holdings of
the Trust are made publicly available no later than 60 days after the close of the
Trust's fiscal quarters.

A description of the Trust's policies and procedures with respect to the disclosure
of the Trust's portfolio securities is available in the Trust's 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 $215 billion in assets
as of June 30, 2006, 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, 2006 was 0.33% of
      the Trust's average annual net assets.

o     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, 2006 was 0.45% of the Trust's average annual net
      assets.


o     Centennial Tax Exempt 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.
      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, 2006 was 0.43% of the
      Trust's average annual net assets.



     A discussion of the matters considered by the Trust's Independent Trustees, in
     approving the Trust's Investment Advisory Agreement, is included in each
     Trust's annual report to shareholders for the period ended June 30, 2006.



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 Cameron T. Ullyatt (since June 2006).  Mr. Ullyatt, CFA, has been a
      portfolio manager of the Trust since July 2006. He has been a Vice President
      of the Manager and OppenheimerFunds, Inc. since July 2006. Mr. Ullyatt
      previously worked as an Assistant Vice President since December 2000 and
      analyst for the Manager and OppenheimerFunds, Inc. since January 1999.

      The SAI 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. Your financial adviser can provide you with
more information regarding the time you must submit your purchase order and whether
the adviser is an authorized agent for the receipt of purchase orders.

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 is 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 a Trust or
other eligible funds (a list of them appears in the SAI, 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 Trusts' 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 a 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 or who purchase shares
      through a broker/dealer and hold their 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 selected 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.
      Your check must be payable in U.S. dollars and drawn on a U.S. bank.
      Distributions will begin to accrue on the next regular business day after the
      Sub-Distributor accepts your purchase order. 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 Trusts'
      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 SAI. 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 a Trust.  Reimbursement is made periodically
      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.

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager, the
Distributor and the Sub-Distributor, in their discretion, also may pay dealers or
other financial intermediaries and service providers for distribution and/or
shareholder servicing activities. These payments are made out of the Manager's, the
Distributor's and/or the Sub-Distributor's own resources, including from the
profits derived from the advisory fees the Manager, the Distributor and the
Sub-Distributor receives from the Trust. These cash payments, which may be
substantial, are paid to many firms having business relationships with the Manager,
the Distributor and the Sub-Distributor. These payments are in addition to any
distribution fees, servicing fees, or transfer agency fees paid directly or
indirectly by the Trust to these financial intermediaries. These payments by the
Manager, the Distributor or the Sub-Distributor from their own resources are not
reflected in the tables in the section called "Fees and Expenses of the Trust" in
this Prospectus because they are not paid by the Trust.

     "Financial intermediaries" are firms that offer and sell Trust shares to their
clients, or provide shareholder services to the Trust, or both, and receive
compensation for doing so. Your securities dealer or financial adviser, for
example, is a financial intermediary, and there are other types of financial
intermediaries that receive payments relating to the sale or servicing of the
Trust's shares. In addition to dealers, the financial intermediaries that may
receive payments include sponsors of fund "supermarkets," sponsors of fee-based
advisory or wrap fee programs, sponsors of college and retirement savings programs,
banks and trust companies offering products that hold Trust shares, and insurance
companies that offer variable annuity or variable life insurance products.

     In general, these payments to financial intermediaries can be categorized as
"distribution-related" or "servicing" payments. Payments for distribution-related
expenses, such as marketing or promotional expenses, are often referred to as
"revenue sharing." Revenue sharing payments may be made on the basis of the sales
of shares attributable to that dealer, the average net assets of the Trusts and
other Oppenheimer funds attributable to the accounts of that dealer and its
clients, negotiated lump sum payments for distribution services provided, or sales
support fees. In some circumstances, revenue sharing payments may create an
incentive for a dealer or financial intermediary or its representatives to
recommend or offer shares of the Trusts or other Oppenheimer funds to its
customers. These payments also may give an intermediary an incentive to cooperate
with the Distributor's marketing efforts. A revenue sharing payment may, for
example, qualify the Trusts for preferred status with the intermediary receiving
the payment or provide representatives of the Distributor with access to
representatives of the intermediary's sales force, in some cases on a preferential
basis over funds of competitors. Additionally, as firm support, the Manager, the
Distributor or the Sub-Distributor may reimburse expenses related to educational
seminars and "due diligence" or training meetings (to the extent permitted by
applicable laws or the rules of the NASD) designed to increase sales
representatives' awareness about Oppenheimer funds, including travel and lodging
expenditures. However, the Manager does not consider a financial intermediary's
sale of shares of the Trust or other Oppenheimer funds when selecting brokers or
dealers to effect portfolio transactions for the funds.

     Various factors are used to determine whether to make revenue sharing
payments. Possible considerations include, without limitation, the types of
services provided by the intermediary, sales of Trust shares, the redemption rates
on accounts of clients of the intermediary or overall asset levels of Oppenheimer
funds held for or by clients of the intermediary, the willingness of the
intermediary to allow the Distributor to provide educational and training support
for the intermediary's sales personnel relating to the Oppenheimer funds, the
availability of the Oppenheimer funds on the intermediary's sales system, as well
as the overall quality of the services provided by the intermediary and the
Manager, Distributor or the Sub-Distributor's relationship with the intermediary.
The Manager, Distributor and the Sub-Distributor have adopted guidelines for
assessing and implementing each prospective revenue sharing arrangement. To the
extent that financial intermediaries receiving distribution-related payments from
the Manager, Distributor or the Sub-Distributor sell more shares of the Oppenheimer
funds or retain more shares of the funds in their client accounts, the Manager,
Distributor and the Sub-Distributor benefit from the incremental management and
other fees they receive with respect to those assets.

     Payments may also be made by the Manager, the Distributor, the Sub-Distributor
or the Transfer Agent to financial intermediaries to compensate or reimburse them
for administrative or other client services provided such as sub-transfer agency
services for shareholders or retirement plan participants, omnibus accounting or
sub-accounting, participation in networking arrangements, account set-up,
recordkeeping and other shareholder services. Payments may also be made for
administrative services related to the distribution of Trust shares through the
intermediary. Firms that may receive servicing fees include retirement plan
administrators, qualified tuition program sponsors, banks and trust companies, and
others. These fees may be used by the service provider to offset or reduce fees
that would otherwise be paid directly to them by certain account holders, such as
retirement plans.

      The SAI contains more information about revenue sharing and service payments
made by the Manager, Distributor or the Sub-Distributor. Your dealer may charge you
fees or commissions in addition to those disclosed in this Prospectus. You should
ask your dealer or financial intermediary for details about any such payments it
receives from the Manager, Distributor or the Sub-Distributor and their affiliates,
or any other fees or expenses it charges.


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.


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 listed in the account registration.


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 Trusts' 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 Trusts 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/dealer and obtaining a Prospectus of the
selected Centennial Trust.

HOW CAN DIRECT SHAREHOLDERS EXCHANGE SHARES?  Direct shareholders can exchange
shares of a Trust for Class A shares of certain eligible funds listed in the SAI.
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  When you establish an account, you must hold the shares you buy 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 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 a 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 SAI 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 a Trust.  Because shares of
the Trusts are sold without sales charge, in some cases you may pay a sales charge
when you exchange shares of a 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 a Trust purchased by reinvesting distributions from a Trust or other
eligible funds, or when you exchange shares of a 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 an Exchange Authorization Form, 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.

   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 SAI 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 the Trust's shares may
interfere with the Manager's ability to manage the Trusts' investments efficiently,
increase the Trusts' transaction and administrative costs and/or affect the Trusts'
performance, depending on various factors, such as the size of the Trusts, the
nature of its investments, the amount of the Trusts 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 Trusts'
brokerage or administrative expenses might be increased.

Therefore, the Manager and the Trusts' 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 the reinvestment of 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 being 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 or Centennial 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). The Distributor and/or the Transfer Agent have agreements with a
      number of financial intermediaries that permit them to submit exchange orders
      in bulk on behalf of their clients. Those intermediaries are required to
      follow the exchange policies stated in this Prospectus and to comply with
      additional, more stringent restrictions. Those additional restrictions
      include limitations on the funds available for exchanges, the requirement to
      give advance notice of exchanges to the Transfer Agent, and limits on the
      amount of client assets that may be invested in a particular fund. 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. Further
      details are provided under "How to Sell Shares."

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 Trusts
      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, with or
      without such warning.

o     Omnibus Accounts.  If you hold your shares of the Trusts 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.

While the Trusts, the Distributor, the Manager and the Transfer Agent encourage
financial intermediaries to apply the Trusts' policies to their customers who
invest indirectly in the Trusts, the Transfer Agent may 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.
Therefore the Transfer Agent might 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.


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.



Additional Policies and Procedures. The Trusts' 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 selected 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 a 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 any money market fund
      that offers an exchange privilege 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 SAI.


The offering of shares of a Trust may be suspended during any period in which a
      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 has adopted other procedures to confirm that telephone
      instructions are genuine, by requiring callers to provide tax identification
      numbers and other account data or by using PINs, 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 SEC, 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.

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.


Federal regulations may require the Trust 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 Trusts your correct, certified Social Security Number 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, provided that the selected fund is available for
      exchange.

Under the terms of the 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.


      Each Trust intends 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 Trusts, as regulated
      investment companies, will not be subject to Federal income taxes on any of
      its income, provided that it satisfies 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
      the 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 your 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
represent 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 SAI which is available on request.

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

YEAR ENDED JUNE 30,                                     2006            2005            2004           2003            2002
- ----------------------------------------------------------------------------------------------------------------------------
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                  .02 1           .01 1            -- 2          .01             .01
- ----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders          (.02)           (.01)             -- 2         (.01)           (.01)
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                   $      1.00     $      1.00     $      1.00    $      1.00     $      1.00
                                                 ===========================================================================

- ----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                          2.44%           1.21%           0.35%          0.69%           1.17%
- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)          $     1,710     $     1,701     $     1,778    $     1,877     $     1,824
- ----------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions)                 $     1,701     $     1,797     $     1,851    $     1,882     $     1,904
- ----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                   2.40%           1.20%           0.35%          0.68%           1.16%
Total expenses                                          0.68%           0.67%           0.67%          0.66%           0.69%
Expenses after payments and waivers
and reduction to custodian expenses                     0.68%           0.65%           0.67%          0.66%           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.

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 SAI, 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 SAI 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

PR0160.001.0806
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
- --------------------------------------------------------------------
- --------------------------------------------------------------------

- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/96                         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%
- --------------------------------------------------------------------
- --------------------------------------------------------------------

12/31/05                         1.87%

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

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

6803 South Tucson Way, Centennial, Colorado 80112
1.800.525.9310


Statement of Additional Information dated August 23, 2006,

      This Statement of Additional Information ("SAI") is not a prospectus.
This document contains additional information about the Trust and supplements
information in the Prospectus dated August 23, 2006.  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..................................................................
Payments to Trust Intermediaries..............................................
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

Report of Independent Registered Public Accounting Firm.......................
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 SAI 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, school
districts, 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 or 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. A second tier security is any eligible security that is not
a first tier security.


         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.  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
security or the demand feature or guarantee is a second tier security, the
Trust may not invest more than 5% 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 of 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 which 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|   Illiquid and Restricted Securities.  Under the policies and procedures
established by the Trust's Board of Trustees, the Manager determines the
liquidity of certain of the Trust's investments. Investments may be illiquid
because of the absence of an active trading market, making it difficult to
value them or dispose of them promptly at an acceptable price.  A restricted
security is one that has a contractual restriction on its resale or which
cannot be sold publicly until it is registered under the Securities Act of
1933.

      Illiquid securities the Trust can buy include issues that may be
redeemed only by the issuer upon more than seven days notice or at maturity,
repurchase agreements maturing in more than seven days, fixed time deposits
subject to withdrawal penalties which mature in more than seven days, and
other securities that cannot be sold freely due to legal or contractual
restrictions on resale. Contractual restrictions on the resale of illiquid
securities might prevent or delay their sale by the Trust at a time when such
sale would be desirable.

      There are restricted securities that are not illiquid that the Trust
can buy.  They include certain master demand notes redeemable on demand, and
short-term corporate debt instruments that are related to current
transactions of the issuer and therefore are exempt from registration as
commercial paper.  Illiquid securities include repurchase agreements maturing
in more than seven days, or certain participation interests other than those
with puts exercisable within seven days.



|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 SAI 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 SAI, 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
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 SAI 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 SAI.  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 Trust's portfolio holdings are made publicly
         available no later than 60 days after the close of each of the
         Trust'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 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 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 Trust's regular
      pricing services)
o     Dealers to obtain price quotations where the trust 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 Trust's  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 and that 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 and the Governance Committee are
comprised solely of  Trustees who are not "interested persons" under the
Investment Company Act (the "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 8 meetings
during the Trust's fiscal year ended June 30, 2006. 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) reviewing certain reports from and meet periodically with the Trust's
Chief Compliance Officer; (v) maintaining a separate line of communication
between the Trust's independent Auditors and the Trustees; (vi) reviewing the
independence of the Trust's independent Auditors; and (vii) pre-approving the
provision of any audit or non-audit services by the Trust's independent
Auditors, including tax services, that are not prohibited by the
Sarbanes-Oxley Act, to the Trust, the Manager and certain affiliates of the
Manager.

      The members of the Review Committee are Jon S. Fossel (Chairman),
Robert G. Avis, Sam Freedman, Richard F. Grabish and Beverly L. Hamilton.
The Review Committee held 6 meetings during the Trust's fiscal year ended
June 30, 2006. Among other duties, as 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
L. Armstrong, Beverly L. Hamilton and F. William Marshall, Jr.  The
Governance Committee held 5 meetings during the Trust's fiscal year ended
June 30, 2006.  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 below.



Trustees and Officers of the Trust. Except for Messrs. Murphy and Grabish,
each of the Trustees is an Independent Trustee. All of the Trustees are also
trustees or directors of the following Oppenheimer/Centennial funds (referred
to as "Board II Funds") except for Mr. Grabish, who 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:

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

                                                                               ------

     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. Ullyatt, Gillespie,  Murphy, Petersen,  Szilagyi,  Vandehey, 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 August 14, 2006
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) owns securities
of either the Manager,  the Distributor or the  Sub-Distributor or of any entity
directly or indirectly  controlling,  controlled by or under common control with
the Manager, the Distributor or the 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 chart below is 6803 S.
Tucson  Way,  Centennial,  Colorado  80112-3924.  Each  Trustee  serves  for  an
indefinite term, or until his or her resignation, retirement, death or removal.


           Independent Trustees
                                                                               ------
- -------------------------------------------------------------------------------------
Name,              Principal  Occupation(s)  During  Past  5   Dollar     Aggregate
                                                                           Dollar
                                                                          Range of
                                                                           Shares
                                                              Range of   Beneficially

Position(s) with                                               Shares     Owned in
the Trust,         Years;  Other  Trusteeships/Directorships Beneficially    all
Length of Service, Held;   Number  of   Portfolios  in  Fund  Owned in   Supervised
Age                Complex Currently Overseen                 the Trust     Funds

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

                                                             As of December 31, 2005

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

William L.         President, Colorado Christian University  None        Over
Armstrong,         (since 2006); Chairman of the following               $100,000
Chairman of the    private mortgage banking companies:
Board since 2003,  Cherry Creek Mortgage Company (since
Trustee since 2000 1991), Centennial State Mortgage Company
Age: 69            (since 1994), and The El Paso Mortgage
                   Company (since 1993); Chairman of the
                   following 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: 75            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,   Assistant Secretary and Director of the   None        Over
Trustee since 1998 Manager (December 1991-April 1999);                   $100,000
Age: 69            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
                   (accounting firm) (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: 64            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 and since February
                   2005); 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: 65            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: 59            Board   Member  of   Middlebury   College
                   (educational     organization)     (since
                   December    2005);    Director   of   The
                   California    Endowment    (philanthropic
                   organization)    (since    April   2002);
                   Director    (February    2002-2005)   and
                   Chairman of Trustees  (since 2006) of the
                   Community     Hospital     of    Monterey
                   Peninsula;  Director (October  1991-2005)
                   and  Vice   Chairman   (since   2006)  of
                   American Funds'  Emerging  Markets Growth
                   Fund,  Inc.  (mutual  fund)  President of
                   ARCO   Investment    Management   Company
                   (February  1991-April  2000);  Member  of
                   the   investment    committees   of   The
                   Rockefeller  Foundation  (since 2001) and
                   The University of Michigan  (since 2000);
                   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: 64            and MML Series Investment Fund
                   (investment company) (since 1996),
                   Trustee (since 1987) and Chairman
                   (1994-2005) of the Investment Committee
                   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); 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 SEC
   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, Colorado 80112-3924. Mr. Grabish serves for an indefinite term,
until his resignation, retirement, death or removal. Mr. Grabish is an
"Interested Trustee" because of his affiliation with A.G. Edwards & Sons,
Inc., a broker/dealer that sells shares of the Trust.


                              Interested Trustee

- ---------------------------------------------------------------------------------
Name,           Principal Occupation(s) During Past 5      Dollar     Aggregate
                                                                       Dollar
                                                                      Range of

Position(s)                                                          lyShares
Held with the                                              Range of  Beneficially
Trust,                                                     Shares     Owned in
Length of       Years; Other Trusteeships/Directorships    Beneficial    all
Service,        Held; Number of Portfolios in Fund         Owned in  Supervised
Age             Complex Currently Overseen                 the Trust    Funds

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
                                                            As of December 31,

                                                                   2005

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

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-June 2005) of A.G.
                Edwards & Sons, Inc. (broker/dealer and
                investment firm); Chairman and Chief
                Executive Officer of A.G. Edwards Trust
                Company, FSB (since March 2001);
                President and Vice Chairman of A.G.
                Edwards Trust Company, FSB (investment
                adviser) (April 1987-March 2001);
                President of A.G. Edwards Trust Company,
                FSB (investment adviser) (since June
                2005). Oversees 5 portfolios in the
                OppenheimerFunds complex.

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



      Mr. Murphy is an "Interested Trustee" because he is affiliated with the
Manager and OppenheimerFunds, Inc. by virtue of his positions as an officer
and director of the Manager and OppenheimerFunds, Inc., and as a shareholder
of its parent company. The address of Mr. Murphy is Two World Financial
Center, 225 Liberty Street 11th Floor, New York, New York 10281-1008. Mr.
Murphy serves as a Trustee for an indefinite term, or until his resignation,
retirement, death or removal and as an officer for an indefinite term, or
until his resignation, retirement, death or removal. Mr. Murphy was elected
as a Trustee of the Trust with the understanding that in the event he ceases
to be the chief executive officer of OppenheimerFunds, Inc., he will resign
as a Trustee of the Trust and the other Board II Funds (defined below) for
which he is a director or trustee.


- -------------------------------------------------------------------------------------
                           Interested Trustee and Officer
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Name,              Principal Occupation(s) During Past 5      Dollar     Aggregate
                                                                         Dollar
                                                                         Range Of
                                                                         Shares
                                                              Range of   Beneficially

Position(s) Held   Years;                                     Shares     Owned in
with Trust,        Other Trusteeships/Directorships Held;     BeneficiallAll
Length of Service, Number of Portfolios in the Fund Complex   Owned in   Supervised
Age                Currently Overseen                         the Trust  Funds

- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
                                                                As of December 31,

                                                                       2005

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

John V. Murphy,    Chairman, Chief Executive Officer and      None       Over
Trustee since      Director (since June 2001) and President              $100,000
2003 and           (since September 2000) of
President and      OppenheimerFunds, Inc.; President and
Principal          director or trustee of other Oppenheimer
Executive Officer  funds; President and Director of OAC and
since 2001         of Oppenheimer Partnership Holdings, Inc.
Age: 57            (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 91 portfolios in the
                   OppenheimerFunds complex.

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


     The addresses 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, New York 10281-1008, for Messrs.
Ullyatt, Petersen, Szilagyi, Vandehey, and Wixted and Ms. Ives, 6803 S.
Tucson Way, Centennial, Colorado 80112-3924. Each officer serves for an
annual term or until his or her resignation, retirement, death or removal.


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

                            Other Officers of the Trust

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

Cameron T. Ullyatt,              Vice President of the Fund (since August 2006) and
Vice President and Portfolio     Vice President (since July 2006) of the Manager
Manager since 2006               and OppenheimerFunds, Inc.; a Chartered Financial
Age:  31                         Analyst; an officer of 3 portfolios in the
                                 OppenheimerFunds complex. Formerly an Assistant
                                 Vice President (since December 2000) and an
                                 analyst for the Manager (since January 1999).

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

Mark S. Vandehey,                Senior Vice President and Chief Compliance Officer
Vice President and Chief         of the Manager and OppenheimerFunds, Inc. (since
Compliance Officer since 2004    March 2004); Vice President of the Manager,
Age:  55                         OppenheimerFunds 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 91 portfolios in the Oppenheimer funds
                                 complex.


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

Brian W. Wixted,                 Senior Vice President and Treasurer of
Treasurer and Principal
Financial & Accounting Officer   OppenheimerFunds, Inc. (since March 1999);
since 1999                       Treasurer of the following: Shareholder Services,
Age: 46                          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 91 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 91 portfolios in
                                 the OppenheimerFunds complex.


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

Brian C. Szilagyi,               Assistant Vice President of OppenheimerFunds, Inc.
Assistant Treasurer since 2005   (since July 2004); Director of Financial Reporting
Age: 36                          and Compliance of First Data Corporation (April
                                 2003-July 2004); Manager of Compliance of Berger
                                 Financial Group LLC (May 2001-March 2003);
                                 Director of Mutual Fund Operations at American
                                 Data Services, Inc. (September 2000-May 2001). An
                                 officer of 91 portfolios in the OppenheimerFunds
                                 complex.

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

Robert G. Zack,                  Executive Vice President (since January 2004) and
Vice President & Secretary       General Counsel (since March 2002) of
since 2001                       OppenheimerFunds, Inc.; General Counsel of the
Age: 58                          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 91
                                 portfolios in the OppenheimerFunds complex.

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

Lisa I. Bloomberg,               Vice President and Associate Counsel of
Assistant Secretary since 2004   OppenheimerFunds, Inc. (since May 2004); First
Age:  38                         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 91
                                 portfolios in the OppenheimerFunds complex.

- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Kathleen T. Ives,                Vice President (since June 1998) and Senior
Assistant Secretary              Counsel and Assistant Secretary (since October
since 2001                       2003) of OppenheimerFunds, Inc.; Vice President
Age: 40                          (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 91
                                 portfolios in the OppenheimerFunds complex.

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

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

Phillip S. Gillespie,            Senior Vice President and Deputy General Counsel
Assistant Secretary since 2004   of OppenheimerFunds, Inc. (since September 2004);
Age: 42                          First Vice President (2000-September 2004),
                                 Director (2000-September 2004) and Vice President
                                 (1998-2000) of Merrill Lynch Investment
                                 Management. An officer of 91 portfolios in the
                                 OppenheimerFunds complex.

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


Remuneration of the Officers and Trustees. The officers and Mr. Murphy, who
are affiliated with the Manager, receive no salary or fee from the Trust.
The Independent Trustees and Mr. Grabish 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, 2006. 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, 2005.


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

  Name of Trustee and Other             Aggregate        Total Compensation
                                      Compensation       From the Trust and
  Trust Position(s) (as              from Trust((1))     Fund Complex((2))
  applicable)                       Fiscal Year Ended   Year Ended December
                                      June 30, 2006           31, 2005

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

 William L. Armstrong                    $1,822               $178,000

  Chairman of the Board and
Governance Committee Member
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Robert G. Avis                           $1,214               $118,500

  Review Committee Member
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

George C. Bowen                          $1,214               $118,500

 Audit Committee Member
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Edward L. Cameron                        $1,428               $136,000

  Audit Committee Chairman
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Jon S. Fossel                            $1,283               $124,100

  Review Committee Chairman
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Sam Freedman                             $1,214               $118,500

  Review Committee Member
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Richard Grabish((3))                     $1,214                $11,273

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

   Review Committee Member and         $1,117((4))            $107,175
Governance Committee Member

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

   Governance Committee Chairman        $1,395(5)             $134,868
and Audit Committee Member

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

F. William Marshall, Jr.                 $1,214             $169,500((6))

  Audit Committee Member and
  Governance Committee Member
- ------------------------------------------------------------------------------
1.    "Aggregate  Compensation  from the  Trust"  includes  fees and  deferred
   compensation, if any.

2.    In accordance with SEC  regulations,  for purposes of this section only,
   "Fund   Complex"   includes  the   Oppenheimer   funds,   the  Mass  Mutual
   Institutional  Funds,  The  MassMutual  Select  Funds  and the  MML  Series
   Investment  Fund, the investment  adviser for which is the indirect  parent
   company of OppenheimerFunds Inc. OppenheimerFunds,  Inc. also serves as the
   Sub-Advisor  to the  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
3.    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.
4. Includes $1,117  deferred by Ms. Hamilton under the "Deferred  Compensation
   Plan" described below.
5.    Includes $643 deferred by Mr. Malone under a deferred  compensation plan
   described below.
1.    Includes  $51,000  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
Trustee.  The amount paid to the Trustee 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 Trustee or to pay any
particular level of compensation to any Trustee.  Pursuant to an Order issued
by the SEC, the Trust may invest in the funds selected by the Trustees 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 August 14, 2006 the only
person who owned of record or was known by the Trust to own beneficially 5%
or more of any class of the Trust's outstanding shares was:

A.G. Edwards & Sons, Inc. ("Edwards") for the Sole Benefit of its Customers,
Attn. Money Fund Dept., 1 North Jefferson Avenue, St. Louis, Missouri 63103,
which owned 1,761,367,564.140 shares of the Trust which was 98.58% 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 have access to
information that could permit them to 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.


      The Trust pays expenses not expressly assumed by the Manager under the
investment advisory agreement.  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
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
      2004                                 $7,801,969
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
      2005                                 $7,590,892
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

      2006                                 $7,265,322

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


      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 2004, 2005 or 2006.

      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 Cameron T. Ullyatt
(referred to as "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, Mr. Ullyatt 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 Mr. Ullyatt as of June 30, 2006. No account has a
performance-based advisory fee:




                                  Registered     Other Pooled
                                  Investment      Investment      Other
                                  Companies        Vehicles    Accounts((2))

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

                                     None            None          None
      Accounts Managed

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

                                     None            None          None
      Total Assets Managed(1)

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

      1. In millions.
      2. Does not include personal accounts of portfolio managers and their
      families, which are subject to the Code of Ethics.


     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,  2006  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, 2006 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.

     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 period 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  periodically 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,  2006  payments  under the plan  totaled
$3,392,783.  The Distributor  retained $0 and the remaining balance was paid out
by the Distributor to recipients,  which included $7,624 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,  2006,  the  Manager  paid,  in the
aggregate,  $3,874,746  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.


Payments to Trust Intermediaries


     Financial  intermediaries  may receive  various  forms of  compensation  or
reimbursement  from the Trust in the form of 12b-1 plan payments as described in
the preceding section of this SAI.  Additionally,  the Manager,  the Distributor
and/or the  Sub-Distributor  (including  their  affiliates) may make payments to
financial intermediaries in connection with their offering and selling shares of
the Trust and other  Oppenheimer  or Centennial  funds,  providing  marketing or
promotional  support,  transaction  processing and/or  administrative  services.
Among the financial  intermediaries  that may receive these payments are brokers
and dealers who sell and/or  hold  shares of the Trust,  banks  (including  bank
trust  departments),   registered  investment  advisers,   insurance  companies,
retirement  plan and  qualified  tuition  program  administrators,  third  party
administrators,  and other institutions that have selling,  servicing or similar
arrangements with the Manager,  Distributor or Sub-Distributor.  The payments to
intermediaries  vary by the types of product sold, the features of the Trust and
the role played by the intermediary.


     Possible  types of payments to financial  intermediaries  include,  without
limitation, those discussed below.

o    Payments made by the Trust,  or by an investor  buying or selling shares of
     the Trust may include:


o    ongoing  asset-based  payments  attributable  to the share class  selected,
     including  fees payable under the Trust's  service plans adopted under Rule
     12b-1 under the  Investment  Company  Act,  which are paid from the Trust's
     assets (see "Service Plan" above);

o    shareholder   servicing   payments  for   providing   omnibus   accounting,
     recordkeeping,  networking,  sub-transfer agency or other administrative or
     shareholder services, including retirement plan and 529 plan administrative
     services fees,  which are paid from the assets of a Trust as  reimbursement
     to the Manager,  Distributor or Sub-Distributor  for expenses they incur on
     behalf of the Trust.

o    Payments made by the Manager,  Distributor or Sub-Distributor  out of their
     respective  resources  and assets,  which may  include  profits the Manager
     derives from investment advisory fees paid by the Trust. These payments are
     made  at  the  discretion  of  the  Manager,  the  Distributor  and/or  the
     Sub-Distributor.  These  payments,  often referred to as "revenue  sharing"
     payments, may be in addition to the payments by the Trust listed above.

o    These types of payments may reflect  compensation  for  marketing  support,
     support  provided in offering the Trust or other  Oppenheimer or Centennial
     funds  through   certain  trading   platforms  and  programs,   transaction
     processing or other services;

o    The  Manager,  Distributor  and  Sub-Distributor  each may  also pay  other
     compensation  to the extent the payment is not  prohibited by law or by any
     self-regulatory  agency,  such as the NASD.  Payments are made based on the
     guidelines  established by the Manager,  Distributor  and  Sub-Distributor,
     subject to applicable law.

     These  payments may provide an incentive  to  financial  intermediaries  to
actively market or promote the sale of shares of the Trust or other  Oppenheimer
or Centennial  funds, or to support the marketing or promotional  efforts of the
Distributor  or  Sub-Distributor  in  offering  shares  of the  Trust  or  other
Oppenheimer or Centennial funds. In addition, some types of payments may provide
a financial  intermediary  with an incentive to recommend  the Trust.  Financial
intermediaries  may earn  profits  on these  payments,  since the  amount of the
payment may exceed the cost of providing the service.  Certain of these payments
are subject to limitations under applicable law.  Financial  intermediaries  may
categorize  and disclose these  arrangements  to their clients and to members of
the public in a manner different from the disclosures in the Trust's  prospectus
and this SAI. You should ask your financial  intermediary for information  about
any payments it

      ------------------------------------=======================================

receives  from the ADVEST,  INC.  Trust,  the Manager,  the  Distributor  or the
Sub-Distributor  and  any  services  it  provides,  as  well  as  the  fees  and
commissions it charges.

     Although brokers or dealers that sell Trust shares may also act as a broker
or dealer in connection  with the execution of the purchase or sale of portfolio
securities by the Trust or other  Oppenheimer  or Centennial  funds, a financial
intermediary's  sales of  shares  of the  Trust  or such  other  Oppenheimer  or
Centennial funds is not a consideration for the Manager when choosing brokers or
dealers to effect portfolio transactions for the Trust or such other Oppenheimer
or Centennial funds.


     Revenue  sharing  payments  can  pay  for   distribution-related  or  asset
retention items including, without limitation,

o    transactional support, one-time charges for setting up access for the Trust
     or other  Oppenheimer funds on particular  trading systems,  and paying the
     intermediary's networking fees;

o    program support,  such as expenses related to including the Oppenheimer and
     Centennial  funds in retirement  plans,  college  savings plans,  fee-based
     advisory or wrap fee programs,  fund "supermarkets",  bank or trust company
     products  or  insurance   companies'  variable  annuity  or  variable  life
     insurance products;

o    placement   on  the   dealer's   list  of  offered   funds  and   providing
     representatives   of  the   Distributor   with   access   to  a   financial
     intermediary's  sales  meetings,   sales   representatives  and  management
     representatives


     Additionally, the Manager, Distributor or Sub-Distributor may make payments
for  firm  support,  such as  business  planning  assistance,  advertising,  and
educating a financial  intermediary's  sales personnel about the Oppenheimer and
Centennial funds and shareholder financial planning needs.

     For  the  year  ended   December  31,   2005,   the   following   financial
intermediaries  that are  broker-dealers  offering shares of the Oppenheimer and
Centennial funds, and/or their respective  affiliates,  received revenue sharing
or  similar  distribution-related  payments  from the  Manager,  Distributor  or
Sub-Distributor for marketing or program support:

      ADVANTAGE CAPITAL
      CORP./FINANCIAL
      SERVICES CORP.

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

  Aegon USA                               Aetna Retirement Services, Inc.

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

  A.G. Edwards & Sons, Inc.               AIG Life

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

  Allianz Life Insurance Company          Allmerica Financial Life Insurance
                                          and Annuity Co.

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

  Allstate Financial Advisors             American Enterprise Life Insurance

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

  American General Securities, Inc.       American General Annuity

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

  Ameriprise Financial Services, Inc.     American Portfolio Financial
                                          Services, Inc.

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

  Ameritas Life Insurance Corporation     Annuity Investors Life

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

  Associated Securities                   AXA Advisors

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

  Banc One Securities Corp.               BNY Investment Center, Inc.

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

  Cadaret Grant & Co. Inc.                Charles Schwab - Great West Life

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

  Chase Investment Services Corp.         CitiCorp Investment Services, Inc.

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

  Citigroup Global Markets, Inc. (SSB)    CitiStreet

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

  Citizens Bank of Rhode Island           CJM Planning Corp.

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

  Columbus Life Insurance Company         Commonwealth Financial Network

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

  CUNA Brokerage Services, Inc.           CUSO Financial Services, L.P.

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

  Federal Kemper Life Assurance Company   Financial Network (ING)

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

  First Global Capital                    GE Financial Assurance - GE Life &
                                          Annuity

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

  Glenbrook Life and Annuity Co.          Hartford

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

  HD Vest                                 HSBC Brokerage (USA) Inc.

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

  ING Financial Advisers                  ING Financial Partners

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

  Jefferson Pilot Life Insurance Company  Jefferson Pilot Securities Corp.

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

  John Hancock Life Insurance Co.         Kemper Investors Life Insurance Co.

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

  Legend Equities Corp.                   Legg Mason

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

  Lincoln Benefit Life                    Lincoln Financial

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

  Lincoln Investment Planning, Inc.       Lincoln National Life

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

  Linsco Private Ledger                   MassMutual Financial Group and
                                          affiliates

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

  McDonald Investments, Inc.              Merrill Lynch & Co. and affiliates

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

  MetLife and affiliates                  Minnesota Life Insurance Company

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

  Mony Life Insurance Co.                 Morgan Stanley Dean Witter, Inc.

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

  Multi-Financial (ING)                   Mutual Service Corporation

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

  National Planning Holdings, Inc.        Nationwide and affiliates

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

  NFP                                     New York Life Securities, Inc.

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

  Park Avenue Securities LLC              PFS Investments, Inc.

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

  Prime Capital Services, Inc.            Primevest Financial Services, Inc.
                                          (ING)

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

  Protective Life Insurance Co.           Prudential Investment Management
                                          Services LLC

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

  Raymond James & Associates              Raymond James Financial Services

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

  RBC Dain Rauscher Inc.                  Royal Alliance

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

  Securities America Inc.                 Security Benefit Life Insurance Co.

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

  Sentra Securities                       Signator Investments

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

  Sun Life Assurance Company of Canada    SunAmerica Securities, Inc.

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

  SunTrust Securities                     Thrivent

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

  Travelers Life & Annuity Co., Inc.      UBS Financial Services Inc.

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

  Union Central Life Insurance Company    United Planners

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

  Valic Financial Advisors, Inc.          Wachovia Securities LLC

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

  Walnut Street Securities (MetLife       Waterstone Financial Group
  Network)

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

  Wells Fargo Investment, LLC

  ===============================================================================


      For the year ended December 31, 2005, the following firms, which in
some cases are broker-dealers, received payments from the Manager,
Distributor or Sub-Distributor for administrative or other services provided
(other than revenue sharing arrangements), as described above:


  ===============================================================================

  ABN AMRO FINANCIAL SERVICES INC.        ACS HR SOLUTIONS LLC

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

  Administrative Management Group         ADP Broker/Dealer Inc.

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

  Aetna Financial Services                Alliance Benefit Group

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

  American Stock Transfer & Trust Co      Ameriprise Financial Services, Inc.

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

  Baden Retirement Plan Services LLC      Banc One Securities Corp.

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

  BCG Securities                          Benefit Administration Company LLC

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

  Benefit Administration Inc.             Benefit Plans Administrative Services

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

  Benetech Inc.                           Bisys Retirement Services

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

  Boston Financial Data Services Inc.     Ceridian Retirement Plan Services

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

  Charles Schwab & Co Inc.                Charles Schwab Trust Company

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

  Circle Trust Company                    Citigroup Global Markets Inc.

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

  CitiStreet                              City National Bank

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

  Columbia Funds Distributor Inc.         CPI Qualified Plan Consultants Inc.

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

  Daily Access.Com Inc.                   Digital Retirement Solutions

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

  DST Systems Inc.                        Dyatech LLC

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

  Edgewood/Federated Investments          ERISA Administrative Services Inc.

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

  Expert Plan Inc.                        FASCorp

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

  FBD Consulting Inc.                     Fidelity Institutional Operations Co.

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

  Fidelity Investments                    First National Bank of Omaha

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

  First Trust Corp.                       First Trust-Datalynx

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

  Franklin Templeton                      Geller Group LTD

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

  GoldK Inc.                              Great West Life & Annuity Ins Co.

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

  Hartford Life Insurance Co              Hewitt Associates LLC

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

  ICMA-RC Services LLC                    Independent Plan Coordinators Inc.

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

  ING                                     Ingham Group

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

  Interactive Retirement Systems          Invesco Retirement Plans

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

  Invesmart                               InWest Pension Management

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

  John Hancock Life Insurance Co.         JPMorgan Chase & Co

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

  JPMorgan Chase Bank                     July Business Services

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

  Kaufman & Goble                         Leggette & Company Inc.

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

  Lincoln National Life                   MassMutual Financial Group and
                                          affiliates

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

  Matrix Settlement & Clearance Services  Mellon HR Solutions

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

  Mercer HR Services                      Merrill Lynch & Co., Inc.

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

  Metavante 401(k) Services               Metlife Securities Inc.

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

  MFS Investment Management               Mid Atlantic Capital Corp.

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

  Milliman Inc.                           Morgan Stanley Dean Witter Inc.

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

  National City Bank                      National Financial Services Corp.

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

  Nationwide Investment Service Corp.     New York Life Investment Management

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

  Northeast Retirement Services           Northwest Plan Services Inc.

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

  Pension Administration and Consulting   PFPC Inc.

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

  Plan Administrators Inc.                PlanMember Services Corporation

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

  Princeton Retirement Group Inc.         Principal Life Insurance Co

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

  Programs for Benefit Plans Inc.         Prudential Retirement Insurance &
                                          Annuity Co.

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

  Prudential Retirement Services          PSMI Group

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

  Putnam Investments                      Quads Trust Company

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

  RSM McGladrey Retirement Resources      SAFECO

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

  Standard Insurance Co                   Stanley Hunt DuPree Rhine

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

  Stanton Group Inc.                      State Street Bank & Trust

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

  Strong Capital Management Inc.          Symetra Investment Services Inc.

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

  T Rowe Price Associates                 Taylor Perky & Parker LLC

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

  Texas Pension Consultants               The 401(K) Company

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

  The Chicago Trust Company               The Retirement Plan Company LLC

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

  The Vanguard Group                      TruSource

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

  Unified Fund Services Inc.              Union Bank & Trust Co. (Nebraska)

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

  USI Consulting Group (CT)               Valic Retirement Services Co

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

  Wachovia Bank NA                        Web401k.com

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

  Wells Fargo Bank NA                     Wilmington Trust Company

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

  WySTAR Global Retirement Solutions

  ===============================================================================


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 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 = Average Annual Total
               Return
  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 6/30/06)

ended        (7 days

 6/30/06)     ended
            6/30/06)

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                            Yield       Compounded
                           (7 days      Effective
                            ended         Yield      1-Year  5 Years 10 Years

                          6/30/06)       (7 days

                                          ended

                                         6/30/06)

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

  3.31%       3.37%         5.09%         5.18%      2.44%    1.17%    2.08%

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

      |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 SAI 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 receives information on 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 Absolute Return Fund          Oppenheimer Main Street Fund
Oppenheimer AMT-Free Municipals           Oppenheimer Main Street Opportunity Fund
Oppenheimer AMT-Free New York Municipals  Oppenheimer Main Street Small Cap Fund
Oppenheimer Balanced Fund                 Oppenheimer MidCap Fund
Oppenheimer California Municipal Fund     Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Appreciation Fund     Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund           Oppenheimer Quest Balanced Fund
                                          Oppenheimer  Quest  Capital  Value Fund,
Oppenheimer Champion Income Fund          Inc.
                                          Oppenheimer Quest International Value
Oppenheimer Convertible Securities Fund   Fund, Inc.
Oppenheimer Core Bond Fund                Oppenheimer Quest Opportunity Value
Oppenheimer Developing Markets Fund       Oppenheimer Quest Value Fund, Inc.
Oppenheimer Disciplined Allocation Fund   Oppenheimer Real Asset Fund
Oppenheimer Discovery Fund                Oppenheimer Real Estate Fund
                                          Oppenheimer Rochester Arizona Municipal
Oppenheimer Dividend Growth Fund          Fund
                                          Oppenheimer Rochester Maryland Municipal
Oppenheimer Emerging Growth Fund          Fund
                                          Oppenheimer Rochester Massachusetts
Oppenheimer Emerging Technologies Fund    Municipal Fund
                                          Oppenheimer Rochester Michigan Municipal
Oppenheimer Enterprise Fund               Fund
Oppenheimer Equity Fund, Inc.             Oppenheimer Rochester National Municipals
                                          Oppenheimer Rochester North Carolina
Oppenheimer Global Fund                   Municipal Fund
Oppenheimer Global Opportunities Fund     Oppenheimer Rochester Ohio Municipal Fund
                                          Oppenheimer Rochester Virginia Municipal
Oppenheimer Gold & Special Minerals Fund  Fund
Oppenheimer Growth Fund                   Oppenheimer Select Value Fund
Oppenheimer High Yield Fund               Oppenheimer Senior Floating Rate Fund
Oppenheimer International Bond Fund       Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer   International   Diversified
Fund                                      Oppenheimer Strategic Income Fund
Oppenheimer International Growth Fund     Oppenheimer Total Return Bond Fund
Oppenheimer  International  Small Company
Fund                                      Oppenheimer U.S. Government Trust
Oppenheimer  International Large Cap Core
Fund                                      Oppenheimer Value Fund
Oppenheimer International Value Fund      Limited-Term New York Municipal Fund
Oppenheimer   Limited   Term   California
Municipal Fund                            Rochester Fund Municipals
                                          Oppenheimer Portfolio Series
                                             Active Allocation Fund
                                             Aggressive Investor Fund
                                             Conservative Investor Fund
Oppenheimer Limited Term Government Fund     Moderate Investor Fund
Oppenheimer Limited Term Municipal Fund



And the following money market funds:


Oppenheimer Cash Reserves                 Centennial Money Market Trust
Oppenheimer Money Market Fund, Inc.       Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust    Centennial 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 SAI 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 SAI is based on tax law in
effect on the date of the Prospectus  and this SAI.  Those laws and  regulations
may be changed by legislative,  judicial,  or administrative  action,  sometimes
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.

     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.  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.


|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.

                         CENTENNIAL TAX EXEMPT TRUST

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, 2006, 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 periods
presented. 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, 2006, 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, 2006, 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 periods presented, in conformity with accounting principles
generally accepted in the United States of America.


DELOITTE & TOUCHE LLP

Denver, Colorado
August 8, 2006




                         6 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS  June 30, 2006
- --------------------------------------------------------------------------------

                                                                                       PRINCIPAL             VALUE
                                                                                          AMOUNT        SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------
SHORT-TERM TAX-EXEMPT OBLIGATIONS--99.5%
- -------------------------------------------------------------------------------------------------------------------
ALABAMA--3.7%
AL IDAU RB, Scientific Utilization Project, Series 1996, 4.49% 1                  $    1,350,000    $    1,350,000
- -------------------------------------------------------------------------------------------------------------------
AL IDAU RB, Well Built Cabinet, Inc. Project, 4.14% 1                                    410,000           410,000
- -------------------------------------------------------------------------------------------------------------------
AL IDAU RB, Whitesell Project, 4.32% 1                                                 2,025,000         2,025,000
- -------------------------------------------------------------------------------------------------------------------
Calhoun Cnty., AL ED Council RB, Southern Bag Corp. Ltd.
Expansion Project, Series 1998, 4.19% 1                                                3,000,000         3,000,000
- -------------------------------------------------------------------------------------------------------------------
Cullman Cnty., AL Medical Park South Medical Clinic Board RB,
P-Floats, Series MT-121, 4.03% 1,2                                                    11,925,000        11,925,000
- -------------------------------------------------------------------------------------------------------------------
Cullman Cnty., AL Medical Park South Medical Clinic Board RB,
P-Floats, Series MT-200, 4.06% 1                                                      25,995,000        25,995,000
- -------------------------------------------------------------------------------------------------------------------
Cullman Cnty., AL SWD Authority RB, Cullman Environmental, Inc.
Project, Series 2003-A, 4.32% 1                                                        1,895,000         1,895,000
- -------------------------------------------------------------------------------------------------------------------
Florence, AL IDB RB, Nichols Wire, Inc. Project, Series A, 4.32% 1                     2,570,000         2,570,000
- -------------------------------------------------------------------------------------------------------------------
Hoover, AL MH RB, Royal Oaks Apts. Project, Series 2004, 4.05% 1                       5,200,000         5,200,000
- -------------------------------------------------------------------------------------------------------------------
Mobile, AL Medical Clinic Board RB, Springhill Professional Ltd.,
Series 1996, 4.03% 1                                                                   1,615,000         1,615,000
- -------------------------------------------------------------------------------------------------------------------
Montgomery, AL Education Building Authority RB, Faulkner University
Campus Housing Project, Series 2004, 4.22% 1                                           2,910,000         2,910,000
- -------------------------------------------------------------------------------------------------------------------
Montgomery, AL IDB RB, Asphalt Contractors, Inc., 4.32% 1                                400,000           400,000
- -------------------------------------------------------------------------------------------------------------------
Montgomery, AL IDB RB, Bristol Properties LLC Project,
Series 2006A, 4.32% 1                                                                  4,400,000         4,400,000
                                                                                                    ---------------
                                                                                                        63,695,000

- -------------------------------------------------------------------------------------------------------------------
ALASKA--0.6%
Anchorage, AK GO TANs, Series 2006, 4.50%, 12/28/06                                    5,000,000         5,020,717
- -------------------------------------------------------------------------------------------------------------------
North Slope Borough, AK GOB, Series B, 4% 1                                            5,200,000         5,200,000
                                                                                                    ---------------
                                                                                                        10,220,717

- -------------------------------------------------------------------------------------------------------------------
ARIZONA--2.7%
First Matrix Charter School Trust II Pass-Through Certificates,
Series 2005-A, 4.17% 1,2                                                              15,536,000        15,536,000
- -------------------------------------------------------------------------------------------------------------------
Phoenix, AZ IDAU MH RRB, Paradise Lakes Apts. Project, Series 1995, 4% 1              22,500,000        22,500,000
- -------------------------------------------------------------------------------------------------------------------
Tempe, AZ IDAU MH RB, P-Floats, Series MT-067, 4.06% 1,2                               8,295,000         8,295,000
                                                                                                    ---------------
                                                                                                        46,331,000

- -------------------------------------------------------------------------------------------------------------------
CALIFORNIA--5.4%
Alameda, CA Corridor Transporation Authority RRB,
P-Floats, Series PZ-61, 4.03% 1,2                                                         60,000            60,000
- -------------------------------------------------------------------------------------------------------------------
CA GOUN, P-Floats, Series PZP-010, 4.07% 1,2                                          19,025,000        19,025,000
- -------------------------------------------------------------------------------------------------------------------
CA GOUN, P-Floats, Series PZP-011, 4.10% 1,2                                           2,525,000         2,525,000
- -------------------------------------------------------------------------------------------------------------------
CA P-Floats, Series PZP-002, 4.07% 1                                                  11,445,000        11,445,000
- -------------------------------------------------------------------------------------------------------------------
CA P-Floats, Series PZP-005, 4.07% 1,2                                                20,810,000        20,810,000


                         7 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS  Continued
- --------------------------------------------------------------------------------

                                                                                       PRINCIPAL             VALUE
                                                                                          AMOUNT        SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------
CALIFORNIA Continued
CA RB, P-Floats, Series PZP-008, 4.07% 1,2                                        $    4,600,000    $    4,600,000
- -------------------------------------------------------------------------------------------------------------------
CA RB, P-Floats, Series PZP-012, 4.07% 1,2                                             8,540,000         8,540,000
- -------------------------------------------------------------------------------------------------------------------
CA RB, Trust Certificates, Series 1999-2, 4.02% 1                                      8,349,000         8,349,000
- -------------------------------------------------------------------------------------------------------------------
CA SCDAU MH RB, P-Floats, Series PT-3099, 4.07% 1,2                                      800,000           800,000
- -------------------------------------------------------------------------------------------------------------------
Chaffey, CA Community College District GOUN, PTTR, Series 925, 3.60% 1                 5,485,000         5,485,000
- -------------------------------------------------------------------------------------------------------------------
San Joaquin Delta Community College District GOUN, CA
Municipal Securities Trust Certificates, Cl. A, Series 3020, 4.08% 1,2                 8,070,000         8,070,000
- -------------------------------------------------------------------------------------------------------------------
Santa Rosa, CA Wastewater RB, P-Floats, Series PZ-43, 4.03% 1                          2,310,000         2,310,000
                                                                                                    ---------------
                                                                                                        92,019,000

- -------------------------------------------------------------------------------------------------------------------
COLORADO--6.2%
Arista, CO Metro District Special Limited RB, Broomfield Event Center,
Series A, 4.08% 1                                                                      5,100,000         5,100,000
- -------------------------------------------------------------------------------------------------------------------
Brighton, CO Crossing Metro District No. 4 RB, Series 2004, 4.12% 1                    5,000,000         5,000,000
- -------------------------------------------------------------------------------------------------------------------
Central Platte Valley Metro District, CO GOB, Series B, 3.45%, 12/1/06 3               3,000,000         3,000,000
- -------------------------------------------------------------------------------------------------------------------
Central Platte Valley Metro District, CO GOUN, Series A, 4.02% 1                       1,790,000         1,790,000
- -------------------------------------------------------------------------------------------------------------------
Central Platte Valley Metro District, CO GOUN, Series B, 4.02% 1                         585,000           585,000
- -------------------------------------------------------------------------------------------------------------------
CO ECFA Public Radio RB, Community Wireless Park City, 3.99% 1                           690,000           690,000
- -------------------------------------------------------------------------------------------------------------------
CO ECFA RB, St. Marys Academy Project, 4.09% 1                                         3,000,000         3,000,000
- -------------------------------------------------------------------------------------------------------------------
CO HFA ED RB, YRC LLC Project, Series 2005, 4.17% 1                                    2,180,000         2,180,000
- -------------------------------------------------------------------------------------------------------------------
CO MuniMae Trust Pass-Through Certificates, Canterberry Crossing,
Series 2002-A, Cl. A, 4.17% 1                                                         12,290,000        12,290,000
- -------------------------------------------------------------------------------------------------------------------
Commerce City, CO GOUN, Northern Infrastructure
General Improvement District, 4% 1                                                     1,500,000         1,500,000
- -------------------------------------------------------------------------------------------------------------------
Concord Metro District, CO REF GO, Improvement Projects,
Series 2004, 3.50%, 12/1/06 3                                                          2,600,000         2,600,000
- -------------------------------------------------------------------------------------------------------------------
Denver, CO International Business Center Metro District No. 1 GOLB,
Series 2002, 4.22% 1                                                                   8,015,000         8,015,000
- -------------------------------------------------------------------------------------------------------------------
Ebert Metro District, CO Securitization Trust GOLB,
Series 2004-S1, Cl. A2, 4.12% 1                                                        8,500,000         8,500,000
- -------------------------------------------------------------------------------------------------------------------
Ebert Metro District, CO Securitization Trust RB,
Series 2005-S1, Cl. A2, 4.12% 1,2                                                      3,000,000         3,000,000
- -------------------------------------------------------------------------------------------------------------------
Midcities Metro District No. 1, CO RB, BNP Paribas STARS
Certificates Trust, Series 2004-110, 4% 1                                             13,205,000        13,205,000
- -------------------------------------------------------------------------------------------------------------------
Midcities Metro District No. 1, CO RRB, Series 2004A, 4.01% 1                         14,495,000        14,495,000
- -------------------------------------------------------------------------------------------------------------------
Parker, CO Automotive Metro District GOLB, Series 2005, 3.45% 1                        4,510,000         4,510,000
- -------------------------------------------------------------------------------------------------------------------
Sterling Park, CO RB, Sr. Certificates of Beneficial Ownership Trust,
Series 2006-6, 4.22% 1,2                                                               1,820,000         1,820,000
- -------------------------------------------------------------------------------------------------------------------
Westminster, CO MH RB, P-Floats, Series MT-068, 4.06% 1,2                             14,670,000        14,670,000
                                                                                                    ---------------
                                                                                                       105,950,000


                         8 | CENTENNIAL TAX EXEMPT TRUST

                                                                                       PRINCIPAL             VALUE
                                                                                          AMOUNT        SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------
DELAWARE--0.1%
DE EDAU RB, Archmere Academy Project, Series 2006, 3.99% 1                        $    1,600,000    $    1,600,000
- -------------------------------------------------------------------------------------------------------------------
FLORIDA--1.4%
Bay Cnty., FL EDLFA RB, Bay Haven Charter Academy, Series 2004, 4.05% 1               11,600,000        11,600,000
- -------------------------------------------------------------------------------------------------------------------
Collier Cnty., FL IDAU RB, Gulf Coast American Blind, Series A, 4.06% 1                2,650,000         2,650,000
- -------------------------------------------------------------------------------------------------------------------
UCF Athletic Assn., FL RB, Roaring Fork Municipal Products LLC,
Series 2005-11, Cl. A, 4.05% 1,2                                                       9,475,000         9,475,000
                                                                                                    ---------------
                                                                                                        23,725,000

- -------------------------------------------------------------------------------------------------------------------
GEORGIA--5.4%
Atlanta, GA Rapid Transit Authority Sales Tax RB,
Series 2004-A, 3.65%, 8/4/06                                                          25,000,000        25,000,000
- -------------------------------------------------------------------------------------------------------------------
Atlanta, GA TXAL RB, Atlantic Station Project, Sub. Lien, Series 2006, 4.07% 1        30,300,000        30,300,000
- -------------------------------------------------------------------------------------------------------------------
Columbus, GA DAU RB, Jordan Co. Project, Series 2000, 4.19% 1                            560,000           560,000
- -------------------------------------------------------------------------------------------------------------------
GA GOB, Series 1995B, ETET Series 96C1004, Cl. A, 4.02% 1,2                           11,880,000        11,880,000
- -------------------------------------------------------------------------------------------------------------------
GA Private Colleges & Universities Authority RRB,
Mercer University Project, Series 2006A, 4.02% 1                                       5,540,000         5,540,000
- -------------------------------------------------------------------------------------------------------------------
GA Private Colleges & Universities Authority RRB,
Mercer University Project, Series 2006C, 4.02% 1                                       8,750,000         8,750,000
- -------------------------------------------------------------------------------------------------------------------
Rockdale Cnty., GA DAU MH RB, Series F3J, 4.06% 1                                      7,835,000         7,835,000
- -------------------------------------------------------------------------------------------------------------------
Turner Cnty., GA DAU IDR RB, McElroy Metal Mill, Inc., 4.19% 1                         2,250,000         2,250,000
                                                                                                    ---------------
                                                                                                        92,115,000

- -------------------------------------------------------------------------------------------------------------------
ILLINOIS--10.0%
Boone, McHenry & DeKalb Cntys., IL Community SDI No. 100 GOUN,
P-Floats, Series PZ-50, 4.04% 1,2                                                      2,730,000         2,730,000
- -------------------------------------------------------------------------------------------------------------------
Chicago, IL BOE GOUN, Series D, 3.99% 1                                                4,000,000         4,000,000
- -------------------------------------------------------------------------------------------------------------------
Chicago, IL GOB, AAMC Series 2001-34, 4.02% 1,2                                       10,975,000        10,975,000
- -------------------------------------------------------------------------------------------------------------------
Chicago, IL GOUN, Tender Option Certificates Trust, Series Z-10, 4.04% 1,2             3,155,000         3,155,000
- -------------------------------------------------------------------------------------------------------------------
Chicago, IL RB, Boys & Girls Clubs Project, 4.25% 1                                      800,000           800,000
- -------------------------------------------------------------------------------------------------------------------
Chicago, IL RB, Lakefront Millennium Parking Facility,
ETET Series 981303, Cl. A, 4.02% 1,2                                                  22,495,000        22,495,000
- -------------------------------------------------------------------------------------------------------------------
Crestwood, IL Tax Increment RB, Series 2003, 4.02% 1                                  14,370,000        14,370,000
- -------------------------------------------------------------------------------------------------------------------
East Peoria, IL CDAU RRB, The Kroger Co., Series 2003, 4.07% 1                         3,125,000         3,125,000
- -------------------------------------------------------------------------------------------------------------------
IL DFA RB, Oak Crest Residence Project, Series 2000, 4.08% 1                           3,200,000         3,200,000
- -------------------------------------------------------------------------------------------------------------------
IL FAU RB, Sauk Valley Community College Project, Series 2004A, 4.04% 1                6,725,000         6,725,000
- -------------------------------------------------------------------------------------------------------------------
IL HFAU RB, Blessing Hospital, Series B, 4.01% 1                                       5,485,000         5,485,000
- -------------------------------------------------------------------------------------------------------------------
IL Metro Pier & Exposition Authority RB, P-Floats, Series 2006 Z-14, 4.04% 1,2         1,195,000         1,195,000
- -------------------------------------------------------------------------------------------------------------------
IL Metro Pier & Exposition Authority RB, P-Floats, Series PZ-44, 4.04% 1,2             6,605,000         6,605,000
- -------------------------------------------------------------------------------------------------------------------
IL Metro Pier & Exposition Authority RB, P-Floats, Series PZ-45, 4.04% 1,2             5,805,000         5,805,000
- -------------------------------------------------------------------------------------------------------------------
IL Metro Pier & Exposition Authority RB, P-Floats, Series PZ-62, 4.04% 1,2             3,000,000         3,000,000
- -------------------------------------------------------------------------------------------------------------------
IL Metro Pier & Exposition Authority RB, P-Floats, Series PZ-83, 4.04% 1,2             5,585,000         5,585,000


                         9 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS  Continued
- --------------------------------------------------------------------------------

                                                                                       PRINCIPAL             VALUE
                                                                                          AMOUNT        SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------
ILLINOIS Continued
IL RB, P-Floats, Series PZP-006, 4.10% 1,2                                        $    8,475,000    $    8,475,000
- -------------------------------------------------------------------------------------------------------------------
Lakemoor, IL MH RB, Lakemoor Apts. Project, Series 1985 A, 4.11% 1                    26,860,000        26,860,000
- -------------------------------------------------------------------------------------------------------------------
Lakemoor, IL MH RB, Lakemoor Apts. Project, Series 1985 B, 4.20% 1                    19,335,486        19,335,486
- -------------------------------------------------------------------------------------------------------------------
West Frankfort, IL IDV RRB, The Kroger Co., Series 2004, 4.07% 1                         800,000           800,000
- -------------------------------------------------------------------------------------------------------------------
Will Cnty., IL Community Unit SDI No. 365 GOUN,
P-Floats, Series PZ-47, 4.04% 1,2                                                      8,995,000         8,995,000
- -------------------------------------------------------------------------------------------------------------------
Will Cnty., IL Community Unit SDI No. 365 GOUN,
Tender Option Certificates Trust, Series 2006 Z-10, 4.04% 1,2                          2,065,000         2,065,000
- -------------------------------------------------------------------------------------------------------------------
Will Cnty., IL Community Unit SDI No. 365 GOUN,
Trust Receipts, Series Z-13, 4.04% 1                                                   2,085,000         2,085,000
- -------------------------------------------------------------------------------------------------------------------
Will Cnty., IL New Lenox SDI No. 122 GOUN, P-Floats, Series PZ-48, 4.04% 1,2           3,350,000         3,350,000
                                                                                                    ---------------
                                                                                                       171,215,486

- -------------------------------------------------------------------------------------------------------------------
INDIANA--1.5%
IN GOB, AAMC Series 2003-15, Single Asset Trust, 4.02% 1,2                             8,500,000         8,500,000
- -------------------------------------------------------------------------------------------------------------------
IN MPA PPS RB, ETET Series 981401, Cl. A, 4.02% 1,2                                   13,600,000        13,600,000
- -------------------------------------------------------------------------------------------------------------------
Indianapolis, IN Local Public Improvement RB, P-Floats, Series PZ-58, 4.04% 1,2        3,190,000         3,190,000
                                                                                                    ---------------
                                                                                                        25,290,000

- -------------------------------------------------------------------------------------------------------------------
IOWA--0.3%
IA FAU SWD RB, Natural Pork Production Project, Series 2005, 4.12% 1                   4,600,000         4,600,000
- -------------------------------------------------------------------------------------------------------------------
KENTUCKY--1.5%
Hancock Cnty., KY SWD RB, NSA Ltd. Project, Series 1998, 4.27% 1                       7,815,000         7,815,000
- -------------------------------------------------------------------------------------------------------------------
Morgantown, KY SWD Facilities RB, IMCO Recycling, Inc.
Project, Series 2004, 4.22% 1                                                          5,000,000         5,000,000
- -------------------------------------------------------------------------------------------------------------------
Oldham Cnty., KY Industrial Building RB, Parts Unlimited, Inc.
Project, Series 2005, 4.22% 1                                                          2,265,000         2,265,000
- -------------------------------------------------------------------------------------------------------------------
Somerset, KY Industrial Building RB, Tibbals Flooring Co.
Project, Series 1989, 4.32% 1                                                         10,000,000        10,000,000
                                                                                                    ---------------
                                                                                                        25,080,000

- -------------------------------------------------------------------------------------------------------------------
LOUISIANA--4.7%
Jefferson Parish, LA Hospital Service District No. 001 RB, PTTR,
Series 522, 4.03% 1                                                                   22,000,000        22,000,000
- -------------------------------------------------------------------------------------------------------------------
LA HFA MH RB, Walmsley Housing Corp. Project, Series 2004, 4.02% 1                     2,400,000         2,400,000
- -------------------------------------------------------------------------------------------------------------------
LA Public FA MH RB, 4.07% 1                                                           10,500,000        10,500,000
- -------------------------------------------------------------------------------------------------------------------
LA TS Financing Corp. RB, P-Floats, Series PA-1288, 4.04% 1,2                          2,000,000         2,000,000
- -------------------------------------------------------------------------------------------------------------------
New Orleans, LA Aviation Board RRB, Series 1993 B, 4.05% 1                            18,965,000        18,965,000
- -------------------------------------------------------------------------------------------------------------------
New Orleans, LA Aviation Board RRB, Series 1993 C, 4.05% 1                             1,785,000         1,785,000
- -------------------------------------------------------------------------------------------------------------------
New Orleans, LA Aviation Board RRB, Series 1995 A, 4.05% 1                            12,440,000        12,440,000
- -------------------------------------------------------------------------------------------------------------------
Port New Orleans, LA Board RB, New Orleans Cold Storage Project,
Series 2002, 4.09% 1                                                                   5,500,000         5,500,000


                        10 | CENTENNIAL TAX EXEMPT TRUST

                                                                                       PRINCIPAL             VALUE
                                                                                          AMOUNT        SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------
LOUISIANA Continued
Shreveport, LA Home Mtg. Authority MH RRB,
Summer Pointe LLC Project, 4.02% 1                                                $    4,250,000    $    4,250,000
                                                                                                    ---------------
                                                                                                        79,840,000

- -------------------------------------------------------------------------------------------------------------------
MARYLAND--1.8%
Baltimore Cnty., MD RB, Golf Systems, Series 2001, 4.02% 1                             4,600,000         4,600,000
- -------------------------------------------------------------------------------------------------------------------
Baltimore Cnty., MD RB, Prep School Facilities, Series A, 4.02% 1                      3,000,000         3,000,000
- -------------------------------------------------------------------------------------------------------------------
MD IDV FAU RB, Our Lady of Good Counsel High School Facilities,
Series 2005B, 4.02% 1                                                                 10,344,000        10,344,000
- -------------------------------------------------------------------------------------------------------------------
Montgomery Cnty., MD Consolidated BANs, Series 2002, 3.65%, 8/7/06                    12,500,000        12,500,000
                                                                                                    ---------------
                                                                                                        30,444,000

- -------------------------------------------------------------------------------------------------------------------
MICHIGAN--1.9%
Detroit, MI RANs, 4.50%, 3/1/07                                                       12,800,000        12,863,971
- -------------------------------------------------------------------------------------------------------------------
Detroit, MI RANs, 4.50%, 3/1/07                                                       18,900,000        18,994,457
                                                                                                    ---------------
                                                                                                        31,858,428

- -------------------------------------------------------------------------------------------------------------------
MINNESOTA--2.4%
Bloomington, MN CD RB, 94th Street Associates Project, Series 1985, 4.02% 1            3,645,000         3,645,000
- -------------------------------------------------------------------------------------------------------------------
Bloomington, MN CD RB, James Avenue Associates Project,
Series 1985, 4.02% 1                                                                   3,535,000         3,535,000
- -------------------------------------------------------------------------------------------------------------------
East Grand Forks, MN SWD RB, American Crystal Sugar Co.,
Series 05B, 4.12% 1                                                                    4,500,000         4,500,000
- -------------------------------------------------------------------------------------------------------------------
East Grand Forks, MN SWD RB, American Crystal Sugar Co.,
Series 2000, 4.12% 1                                                                   5,750,000         5,750,000
- -------------------------------------------------------------------------------------------------------------------
Ely, MN RB, YMCA Greater St. Paul Project, 4.02% 1                                       865,000           865,000
- -------------------------------------------------------------------------------------------------------------------
Mankato, MN IDV RB, Sacco Family Ltd. Partnership, 4.17% 1                               925,000           925,000
- -------------------------------------------------------------------------------------------------------------------
MN GOB, ETET Series 20002301, Cl. A, 4.02% 1,2                                        16,010,000        16,010,000
- -------------------------------------------------------------------------------------------------------------------
Rochester, MN IDV RRB, Seneca Foods Corp. Project, Series 1992, 4.22% 1                4,675,000         4,675,000
- -------------------------------------------------------------------------------------------------------------------
St. Paul, MN POAU IDV RB, Camada Ltd. Partnership, Series 2002-11, 4.07% 1               590,000           590,000
                                                                                                    ---------------
                                                                                                        40,495,000

- -------------------------------------------------------------------------------------------------------------------
MISSISSIPPI--0.2%
MS Business Finance Corp. IDV RB, Jimmy Sanders, Inc. Project, 4.14% 1                   950,000           950,000
- -------------------------------------------------------------------------------------------------------------------
Panola Cnty., MS IDV RRB, The Kroger Co., Series 2003, 4.07% 1                         3,250,000         3,250,000
                                                                                                    ---------------
                                                                                                         4,200,000

- -------------------------------------------------------------------------------------------------------------------
MISSOURI--1.7%
Jackson Cnty., MO IDA RB, Linda Hall Library Project, 4.09% 1                          6,700,000         6,700,000
- -------------------------------------------------------------------------------------------------------------------
MO DFB Cultural Facilities RB, Center of Creative Arts Project,
Series 2004, 4% 1                                                                      1,800,000         1,800,000
- -------------------------------------------------------------------------------------------------------------------
South Pointe/Hunters Ridge, MO RB, Trust Certificates, Series 2005 A, 4.06% 1,2       10,575,000        10,575,000
- -------------------------------------------------------------------------------------------------------------------
South Pointe/Hunters Ridge, MO RB, Trust Certificates, Series 2005 B, 4.06% 1,2        8,365,000         8,365,000


                        11 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS  Continued
- --------------------------------------------------------------------------------

                                                                                       PRINCIPAL             VALUE
                                                                                          AMOUNT        SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------
MISSOURI Continued
St. Louis Cnty., MO IDAU MH RB, Heatherbrook Gardens Apts.,
Series 1992, 4.13% 1                                                              $    1,765,000    $    1,765,000
                                                                                                    ---------------
                                                                                                        29,205,000

- -------------------------------------------------------------------------------------------------------------------
NEBRASKA--0.6%
NE Amerwood RB, Certificates Trust, Amberwood Apts.,
Series 2006A, 4.18% 1,2                                                               10,720,000        10,720,000
- -------------------------------------------------------------------------------------------------------------------
NEVADA--1.5%
Henderson, NV WSS GOLB, Series A, 5.25%, 9/1/06                                          500,000           501,340
- -------------------------------------------------------------------------------------------------------------------
NV GOLB, SGMSTR Series 1997 SG114, 4% 1,2                                             15,000,000        15,000,000
- -------------------------------------------------------------------------------------------------------------------
Washoe Cnty., NV GOLB, AAMC Series 2001-24, Single Asset Trust, 4.02% 1,2             11,090,000        11,090,000
                                                                                                    ---------------
                                                                                                        26,591,340

- -------------------------------------------------------------------------------------------------------------------
NEW JERSEY--0.1%
NJ EDAU RB, Paddock Realty LLC Project, 4.17% 1                                        1,300,000         1,300,000
- -------------------------------------------------------------------------------------------------------------------
NEW MEXICO--3.5%
Gallup, NM PC RRB, Tri-State Generation & Transmission Assn.,
Series 2005, 4%, 8/15/06                                                               2,795,000         2,796,454
- -------------------------------------------------------------------------------------------------------------------
NM MFA RB, SFM Program Series 2006, 4.34% 1                                           37,764,715        37,764,715
- -------------------------------------------------------------------------------------------------------------------
University of NM RB, System Improvement, Sub. Lien, Series 2001, 4.02% 1              19,515,000        19,515,000
                                                                                                    ---------------
                                                                                                        60,076,169

- -------------------------------------------------------------------------------------------------------------------
NEW YORK--3.1%
NY TSASC, Inc. RRB, P-Floats, Series PA-1355, 4.04% 1,2                                2,500,000         2,500,000
- -------------------------------------------------------------------------------------------------------------------
NY TSASC, Inc. RRB, P-Floats, Series PA-1356, 4.04% 1,2                                4,705,000         4,705,000
- -------------------------------------------------------------------------------------------------------------------
NY TSASC, Inc. RRB, P-Floats, Series PA-1359, 4.07% 1,2                               10,350,000        10,350,000
- -------------------------------------------------------------------------------------------------------------------
NY Upstate Telecommunications Corp. RB, Series 2005, 4.02% 1                           7,300,000         7,300,000
- -------------------------------------------------------------------------------------------------------------------
NYC IDA Civic Facilities RB, Casa Project, 4.05% 1                                     1,600,000         1,600,000
- -------------------------------------------------------------------------------------------------------------------
NYC IDA Civic Facilities RB, Sephardic Community Youth Center
Project, Series 2006, 4.02% 1                                                         10,000,000        10,000,000
- -------------------------------------------------------------------------------------------------------------------
NYC IDA RB, Reset Option Certificates II Trust, Series 523CE, 4.02% 1,2                2,200,000         2,200,000
- -------------------------------------------------------------------------------------------------------------------
Oneida Cnty., NY IDA Civic Facilities RB, Rome Memorial Hospital, Inc.
Project, Series 2005, 4.02% 1                                                          5,000,000         5,000,000
- -------------------------------------------------------------------------------------------------------------------
Onondaga Cnty., NY IDA Civic Facilities RB, Syracuse Resh Corp.
Project, Series 2005, 4.02% 1                                                         10,000,000        10,000,000
                                                                                                    ---------------
                                                                                                        53,655,000

- -------------------------------------------------------------------------------------------------------------------
NORTH CAROLINA--0.2%
Craven Cnty., NC IFPCFA RB, Wheatstone Corp. Project, 4.32% 1                          1,640,000         1,640,000
- -------------------------------------------------------------------------------------------------------------------
Hoke Cnty., NC IFPCFA RB, Triangle Building Supply, Inc.
Project, Series 1997, 4.32% 1                                                          1,375,000         1,375,000
- -------------------------------------------------------------------------------------------------------------------
Wake Cnty., NC IFPCFA RB, Aeroglide Corp. Project, Series 1997, 4.32% 1                  900,000           900,000
                                                                                                    ---------------
                                                                                                         3,915,000


                        12 | CENTENNIAL TAX EXEMPT TRUST

                                                                                       PRINCIPAL             VALUE
                                                                                          AMOUNT        SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------
OHIO--0.8%
East Liverpool, OH Hospital Facilities RB, East Liverpool City Hospital,
Series 2006, 4.02% 1                                                              $    5,765,000    $    5,765,000
- -------------------------------------------------------------------------------------------------------------------
Gallia Cnty., OH IDV Mtg. RRB, Jackson Pike Assn., 3.85%, 12/15/06 3                   1,925,000         1,925,000
- -------------------------------------------------------------------------------------------------------------------
Madeira, OH ED RRB, The Kroger Co., Series 2004, 4.07% 1                               2,050,000         2,050,000
- -------------------------------------------------------------------------------------------------------------------
OH Water DAU RB, Series A, 4.01% 1                                                       348,000           348,000
- -------------------------------------------------------------------------------------------------------------------
Stark Cnty., OH IDV RRB, The Kroger Co., Series 2004, 4.07% 1                          3,100,000         3,100,000
                                                                                                    ---------------
                                                                                                        13,188,000

- -------------------------------------------------------------------------------------------------------------------
PENNSYLVANIA--0.5%
Berks Cnty., PA IDAU RB, Visiting Nurse Assn., Inc. Project, Series B, 4.08% 1           620,000           620,000
- -------------------------------------------------------------------------------------------------------------------
Harrisburg, PA RB, Haverford Township School, Subseries 2001-A, 4.02% 1                2,195,000         2,195,000
- -------------------------------------------------------------------------------------------------------------------
Philadelphia, PA IDAU RB, Friends of Mast School, Inc. Project, 4.03% 1                  790,000           790,000
- -------------------------------------------------------------------------------------------------------------------
Philadelphia, PA RA MH RRB, Series 1995 A, 4.02% 1                                     4,425,000         4,425,000
                                                                                                    ---------------
                                                                                                         8,030,000

- -------------------------------------------------------------------------------------------------------------------
SOUTH CAROLINA--1.1%
SC Medical University HA RB, Series 2005-A, 4.02% 1,2                                 18,230,000        18,230,000
- -------------------------------------------------------------------------------------------------------------------
SOUTH DAKOTA--0.5%
SD H&EFA RRB, Sioux Valley Health & Hospital, Series 2001B, 4.27% 1                    2,000,000         2,000,000
- -------------------------------------------------------------------------------------------------------------------
SD H&EFA RRB, Sioux Valley Health & Hospital, Series 2001C, 4.02% 1                    7,500,000         7,500,000
                                                                                                    ---------------
                                                                                                         9,500,000

- -------------------------------------------------------------------------------------------------------------------
TENNESSEE--3.6%
Springfield, TN IDV Board RRB, The Kroger Co., Series 2004, 4.07% 1                    4,500,000         4,500,000
- -------------------------------------------------------------------------------------------------------------------
TN Tennergy Corp. Gas RB, PTTR, Series 1258Q, 4.03% 1,2                               15,000,000        15,000,000
- -------------------------------------------------------------------------------------------------------------------
TN Tennergy Corp. RB, BNP Paribas STARS Certificates Trust,
Series 2006-001, 4.02% 1,2                                                            41,700,000        41,700,000
                                                                                                    ---------------
                                                                                                        61,200,000

- -------------------------------------------------------------------------------------------------------------------
TEXAS--18.4%
Bexar Cnty., TX HFC MH RB, Summit Hills Apts. Project, Series A, 4.02% 1               3,500,000         3,500,000
- -------------------------------------------------------------------------------------------------------------------
Coppell, TX ISD GOLB, P-Floats, Series PZ-69, 4.04% 1,2                                3,460,000         3,460,000
- -------------------------------------------------------------------------------------------------------------------
Dallas, TX ISD GOUN, AAMC Series 2006-8, 4.02% 1,2                                    14,565,000        14,565,000
- -------------------------------------------------------------------------------------------------------------------
Galveston Cnty., TX MH RRB, Village by the Sea Ltd. Apts. Project, 4.02% 1             5,090,000         5,090,000
- -------------------------------------------------------------------------------------------------------------------
Harris Cnty., TX HFDC RB, The Methodist System-B, 4.15% 1                             43,800,000        43,800,000
- -------------------------------------------------------------------------------------------------------------------
Harris Cnty./Houston, TX Sports Authority Special RRB,
Floating Rate Trust Receipts, Series PZ-65, 4.04% 1                                    7,700,000         7,700,000
- -------------------------------------------------------------------------------------------------------------------
Houston, TX Hotel Occupancy Tax & Special RRB, P-Floats,
Series PZ-87, 3.99% 1,2                                                                5,240,000         5,240,000
- -------------------------------------------------------------------------------------------------------------------
Houston, TX WSS RB, P-Floats, Series PZ-67, 4.04% 1,2                                  3,530,000         3,530,000
- -------------------------------------------------------------------------------------------------------------------
Houston, TX WSS RB, SGMSTR Series 1997 SG120, 4% 1,2                                  22,600,000        22,600,000
- -------------------------------------------------------------------------------------------------------------------
Irving, TX ISD GOUN, AAMC Series 2002-8, 4.02% 1,2                                    11,390,000        11,390,000


                        13 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS  Continued
- --------------------------------------------------------------------------------

                                                                                       PRINCIPAL             VALUE
                                                                                          AMOUNT        SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------
TEXAS Continued
Lamar, TX Consolidated ISD Schoolhouse GOUN, Series 2004, 3%, 12/15/06 3          $   11,375,000    $   11,375,000
- -------------------------------------------------------------------------------------------------------------------
Manor, TX ISD GOUN, Series 2006, 3.50%, 8/1/06 3                                       9,150,000         9,150,000
- -------------------------------------------------------------------------------------------------------------------
Northside, TX ISD GOUN, AAMC Series 2006-23, 4.02% 1,2                                 5,000,000         5,000,000
- -------------------------------------------------------------------------------------------------------------------
San Antonio, TX Electric & Gas Systems RB, Jr. Lien, Series 2003, 4.01% 1             47,150,000        47,150,000
- -------------------------------------------------------------------------------------------------------------------
San Antonio, TX Electric & Gas Systems RRB, PTTR, Series 769, 3.51%, 8/1/06 2,3       21,440,000        21,440,000
- -------------------------------------------------------------------------------------------------------------------
Spring Branch, TX ISD Schoolhouse GOLB, Series 2004, 3%, 12/15/06 3                   15,700,000        15,700,000
- -------------------------------------------------------------------------------------------------------------------
TX Affordable Housing Corp. MH RB, Series 2006-1315, 4.07% 1,2                        12,650,000        12,650,000
- -------------------------------------------------------------------------------------------------------------------
TX Small Business IDC RB, Public Facilities Capital Access, 4.01% 1                    1,700,000         1,700,000
- -------------------------------------------------------------------------------------------------------------------
TX Student HAU RB, P-Floats, Series PT-3101, 4.06% 1,2                                 4,240,000         4,240,000
- -------------------------------------------------------------------------------------------------------------------
TX TUAU RB, BNP Paribas STARS Certificate Trust, Series 2006-155, 4.04% 1,2            9,580,000         9,580,000
- -------------------------------------------------------------------------------------------------------------------
University of Texas RRB, PTTR, Series 1328B, 4.01% 1,2                                 4,000,000         4,000,000
- -------------------------------------------------------------------------------------------------------------------
University of TX System Board of Regents RB, Financing System,
Series A, 3.58%, 8/4/06                                                               25,000,000        25,000,000
- -------------------------------------------------------------------------------------------------------------------
University of TX System Board of Regents RB, Financing System,
Series A, 3.57%, 8/4/06                                                               19,800,000        19,800,000
- -------------------------------------------------------------------------------------------------------------------
University of TX System Board of Regents RB, Financing System,
Series A, 3.51%, 8/4/06                                                                7,625,000         7,625,000
                                                                                                    ---------------
                                                                                                       315,285,000

- -------------------------------------------------------------------------------------------------------------------
UTAH--0.8%
Beaver Cnty., UT Environmental Facilities RB, Best Biofuels LLC Project,
Series 2003A, 4.32% 1                                                                 10,985,000        10,985,000
- -------------------------------------------------------------------------------------------------------------------
Davis Cnty., UT RB, Series 2003, 4.22% 1                                               2,310,000         2,310,000
- -------------------------------------------------------------------------------------------------------------------
Riverdale, UT RA Tax Increment RB, 4.07% 1                                             1,000,000         1,000,000
                                                                                                    ---------------
                                                                                                        14,295,000

- -------------------------------------------------------------------------------------------------------------------
WASHINGTON--0.7%
Clark Cnty., WA Vancouver SDI No. 037 GOUN, P-Floats, Series PZ-55, 4.04% 1,2          2,765,000         2,765,000
- -------------------------------------------------------------------------------------------------------------------
WA EDFA RB, A&T Mensonides Project, Series 2001-I, 4.17% 1                             1,800,000         1,800,000
- -------------------------------------------------------------------------------------------------------------------
WA Housing Finance Commission Nonprofit RRB, Judson Park Project,
Series 2004A, 4% 1                                                                       120,000           120,000
- -------------------------------------------------------------------------------------------------------------------
WA Motor Vehicle Fuel Tax GOUN, Goldman Sachs Trust,
Series 2006-7TPZ, 4.04% 1,2                                                            8,105,000         8,105,000
                                                                                                    ---------------
                                                                                                        12,790,000

- -------------------------------------------------------------------------------------------------------------------
WEST VIRGINIA--1.0%
Kanawha Cnty., WV IDV RRB, The Kroger Co., Series 2004-A, 4.07% 1                      4,500,000         4,500,000
- -------------------------------------------------------------------------------------------------------------------
Kanawha Cnty., WV IDV RRB, The Kroger Co., Series 2004-B, 4.07% 1                      6,850,000         6,850,000
- -------------------------------------------------------------------------------------------------------------------
Marmet, WV CD RRB, The Kroger Co., Series 2004, 4.07% 1                                3,100,000         3,100,000
- -------------------------------------------------------------------------------------------------------------------
WV HOFA RB, Pooled Financing Project, Series 2000 B-1, 4.04% 1                         3,235,000         3,235,000
                                                                                                    ---------------
                                                                                                        17,685,000


                        14 | CENTENNIAL TAX EXEMPT TRUST

                                                                                       PRINCIPAL             VALUE
                                                                                          AMOUNT        SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------
WISCONSIN--4.5%
Badger, WI Tobacco Asset Securitization Corp. RB, P-Floats,
Series PA 1361, 4.07% 1,2                                                         $    3,145,000    $    3,145,000
- -------------------------------------------------------------------------------------------------------------------
Columbus, WI IDV RB, Maysteel Corp. Project, Series 1994, 4.32% 1                      2,000,000         2,000,000
- -------------------------------------------------------------------------------------------------------------------
Janesville, WI IDV RRB, Seneca Foods Corp. Project, Series 2002, 4.22% 1               7,710,000         7,710,000
- -------------------------------------------------------------------------------------------------------------------
La Crosse, WI IDV RB, Fiberpro, Inc. Project, Series 2005, 4.17% 1                     2,150,000         2,150,000
- -------------------------------------------------------------------------------------------------------------------
WI H&EFA RB, Group Health Cooperative
of South Central Wisconsin, 4.09% 1                                                    4,200,000         4,200,000
- -------------------------------------------------------------------------------------------------------------------
WI H&EFA RB, Lakeland College, Series 2005, 4.07% 1                                   14,050,000        14,050,000
- -------------------------------------------------------------------------------------------------------------------
WI H&EFA RB, P-Floats, Series MT-215, 4.06% 1,2                                        2,125,000         2,125,000
- -------------------------------------------------------------------------------------------------------------------
WI H&EFA RB, Ripon College, 4.07% 1                                                   23,165,000        23,165,000
- -------------------------------------------------------------------------------------------------------------------
WI H&EFA RB, Sinai Samaritan Hospital, Series 1994 A, 4.01% 1                         18,020,000        18,020,000
                                                                                                    ---------------
                                                                                                        76,565,000

- -------------------------------------------------------------------------------------------------------------------
WYOMING--0.5%
Campbell Cnty., WY IDV RB, Powder Basin Properties Project,
Series 1996, 4.17% 1                                                                   4,140,000         4,140,000
- -------------------------------------------------------------------------------------------------------------------
Gillette, WY PC RRB, Pacificorp Project, Series 1988, 4.01% 1                          4,650,000         4,650,000
                                                                                                    ---------------
                                                                                                         8,790,000

- -------------------------------------------------------------------------------------------------------------------
DISTRICT OF COLUMBIA--0.5%
Washington DC, WSS RB, AAMC Series 2005-24, 4.02% 1,2                                  8,345,000         8,345,000
- -------------------------------------------------------------------------------------------------------------------
OTHER TERRITORIES--5.5%
Floating Rate Trust Receipts, Series 2001 C5, 4.18% 1,2                                6,570,000         6,570,000
- -------------------------------------------------------------------------------------------------------------------
Municipal Securities Pool Trust, SGMSTR Series P-18, 4.10% 1,2                         7,770,000         7,770,000
- -------------------------------------------------------------------------------------------------------------------
P-Floats, Series PZP-001, 4.10% 1,2                                                    9,215,000         9,215,000
- -------------------------------------------------------------------------------------------------------------------
Reset Option Certificates II-R Trust, Series 8002-FA, 4.07% 1,2                       25,000,000        25,000,000
- -------------------------------------------------------------------------------------------------------------------
Reset Option Certificates II-R Trust, Series 8005-MN, 4.07% 1,2                       20,000,000        20,000,000
- -------------------------------------------------------------------------------------------------------------------
Reset Option Certificates II-R Trust, Series 8001-JJ, 4.07% 1,2                       25,000,000        25,000,000
                                                                                                    ---------------
                                                                                                        93,555,000

- -------------------------------------------------------------------------------------------------------------------
U.S. POSSESSIONS--0.6%
PR Commonwealth Credit Enhanced Custodial Receipts, 3.25%, 7/24/06 2                   8,000,000         8,000,000
- -------------------------------------------------------------------------------------------------------------------
PR Commonwealth GOUN, Floating Rate Trust Receipts,
Series 2005-F2, 4.03% 1,2                                                              2,475,000         2,475,000
                                                                                                    ---------------
                                                                                                        10,475,000

- -------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $1,702,074,140)                                           99.5%    1,702,074,140
- -------------------------------------------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES                                                              0.5         8,292,087
                                                                                  ---------------------------------
NET ASSETS                                                                                 100.0%   $1,710,366,227
                                                                                  =================================


                        15 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS  Continued
- --------------------------------------------------------------------------------

FOOTNOTES TO STATEMENT OF INVESTMENTS

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

AAMC        ABN AMRO Munitops Certificates
BANs        Bond Anticipation Nts.
BOE         Board of Education
CD          Commercial Development
CDAU        Community Development 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
FA          Facilities Authority
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
HA          Hospital Authority
HAU         Housing Authority
HFA         Housing Finance Agency/Authority
HFAU        Health Facilities Authority
HFC         Housing Finance Corp.
HFDC        Health Facilities Development Corp.
HOFA        Hospital Finance Agency/Authority
IDA         Industrial Development Agency
IDAU        Industrial Development Authority
IDB         Industrial Development Board
IDC         Industrial Development Corp.
IDR         Industrial Development Revenue
IDV         Industrial Development
IFPCFA      Industrial Facilities and Pollution Control Financing Authority
ISD         Independent School District
MFA         Mortgage Finance Authority
MH          Multifamily Housing
MPA         Municipal Power Agency
NYC         New York City
P-Floats    Puttable Floating Option Tax Exempt Receipts
PC          Pollution Control
POAU        Port Authority
PPS         Public Power System
PTTR        Puttable Tax Exempt Receipts
RA          Redevelopment Agency/Authority
RANs        Revenue Anticipation Nts.
RB          Revenue Bonds
REF         Refunding
RRB         Revenue Refunding Bonds
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
TXAL        Tax Allocation
WSS         Water & Sewer System
YMCA        Young Men's Christian Assoc.

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,
2006. 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 $665,406,000 or 38.90% of the Trust's net
assets as of June 30, 2006.

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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                        16 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF ASSETS AND LIABILITIES  June 30, 2006
- --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------
ASSETS
- -------------------------------------------------------------------------------------------------
Investments, at value (cost $1,702,074,140)--see accompanying
  statement of investments                                                      $  1,702,074,140
- -------------------------------------------------------------------------------------------------
Cash                                                                                     364,014
- -------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest                                                                               9,930,893
Shares of beneficial interest sold                                                        27,686
Other                                                                                    124,683
                                                                                -----------------
Total assets                                                                       1,712,521,416

- -------------------------------------------------------------------------------------------------
LIABILITIES
- -------------------------------------------------------------------------------------------------
Payables and other liabilities:
Dividends                                                                              1,825,953
Distribution and service plan fees                                                       118,941
Investments purchased                                                                     60,013
Transfer and shareholder servicing agent fees                                             38,152
Shares of beneficial interest redeemed                                                    35,502
Shareholder communications                                                                25,679
Trustees' compensation                                                                    10,057
Other                                                                                     40,892
                                                                                -----------------
Total liabilities                                                                      2,155,189

- -------------------------------------------------------------------------------------------------
NET ASSETS                                                                      $  1,710,366,227
                                                                                =================

- -------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
- -------------------------------------------------------------------------------------------------
Paid-in capital                                                                 $  1,710,098,741
- -------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments                                             267,486
                                                                                -----------------
NET ASSETS--applicable to 1,710,127,789 shares of beneficial
  interest outstanding                                                          $  1,710,366,227
                                                                                =================

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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                        17 | CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF OPERATIONS  For the Year Ended June 30, 2006
- --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------
INVESTMENT INCOME
- -------------------------------------------------------------------------------------------------
Interest                                                                        $     52,236,381

- -------------------------------------------------------------------------------------------------
EXPENSES
- -------------------------------------------------------------------------------------------------
Management fees                                                                        7,265,322
- -------------------------------------------------------------------------------------------------
Service plan fees                                                                      3,392,783
- -------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                            470,429
- -------------------------------------------------------------------------------------------------
Shareholder communications                                                               110,390
- -------------------------------------------------------------------------------------------------
Trustees' compensation                                                                    10,625
- -------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                6,006
- -------------------------------------------------------------------------------------------------
Administration service fees                                                                1,500
- -------------------------------------------------------------------------------------------------
Other                                                                                    238,279
                                                                                -----------------
Total expenses                                                                        11,495,334

- -------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                                 40,741,047

- -------------------------------------------------------------------------------------------------
NET REALIZED GAIN ON INVESTMENTS                                                         273,030

- -------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                            $     41,014,077
                                                                                =================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                        18 | CENTENNIAL TAX EXEMPT TRUST

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

YEAR ENDED JUNE 30,                                                     2006                2005
- -------------------------------------------------------------------------------------------------
OPERATIONS
- -------------------------------------------------------------------------------------------------
Net investment income                                        $    40,741,047    $     21,486,725
- -------------------------------------------------------------------------------------------------
Net realized gain                                                    273,030              96,274
                                                             ------------------------------------
Net increase in net assets resulting from operations              41,014,077          21,582,999

- -------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
- -------------------------------------------------------------------------------------------------
Dividends from net investment income                             (40,741,047)        (21,486,725)

- -------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
- -------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from beneficial interest transactions                              9,553,672         (77,683,115)

- -------------------------------------------------------------------------------------------------
NET ASSETS
- -------------------------------------------------------------------------------------------------
Total increase (decrease)                                          9,826,702         (77,586,841)
- -------------------------------------------------------------------------------------------------
Beginning of period                                            1,700,539,525       1,778,126,366
                                                             ------------------------------------

End of period                                                $ 1,710,366,227    $  1,700,539,525
                                                             ====================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                        19 | CENTENNIAL TAX EXEMPT TRUST

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

YEAR ENDED JUNE 30,                                     2006            2005            2004           2003            2002
- ----------------------------------------------------------------------------------------------------------------------------
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                  .02 1           .01 1            -- 2          .01             .01
- ----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders          (.02)           (.01)             -- 2         (.01)           (.01)
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                   $      1.00     $      1.00     $      1.00    $      1.00     $      1.00
                                                 ===========================================================================

- ----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                          2.44%           1.21%           0.35%          0.69%           1.17%
- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)          $     1,710     $     1,701     $     1,778    $     1,877     $     1,824
- ----------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions)                 $     1,701     $     1,797     $     1,851    $     1,882     $     1,904
- ----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                   2.40%           1.20%           0.35%          0.68%           1.16%
Total expenses                                          0.68%           0.67%           0.67%          0.66%           0.69%
Expenses after payments and waivers
and reduction to custodian expenses                     0.68%           0.65%           0.67%          0.66%           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.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                        20 | 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. TheTrust's investment advisor is Centennial
Asset Management Corporation (the Manager), a wholly owned 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 GAIN          CARRYFORWARD 1,2
            -----------------------------------------------------------------
            $1,863,298                     $267,485                       $--

1. During the fiscal year ended June 30, 2006, the Trust utilized $5,544 of
capital loss carryforward to offset capital gains realized in that fiscal year.

2. During the fiscal year ended June 30, 2005, the Trust utilized $96,274 of
capital loss carryforward to offset capital gains realized in that fiscal year.

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.

The tax character of distributions paid during the years ended June 30, 2006 and
June 30, 2005 was as follows:

                                               YEAR ENDED        YEAR ENDED
                                            JUNE 30, 2006     JUNE 30, 2005
            ---------------------------------------------------------------
            Distributions paid from:
            Exempt-interest dividends         $40,741,047       $21,486,725


                        21 | CENTENNIAL TAX EXEMPT TRUST

NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

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 over- drafts, to the extent they are not
offset by positive cash balances maintained by the Trust, 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. At June 30, 2006, the Trust had $310 of such earnings on cash
balances available to offset future custodian fees or interest expenses incurred
during the next fiscal year.

- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
INDEMNIFICATIONS. The Trust's organizational documents provide current and
former trustees and officers with a limited indemnification against liabilities
arising in connection with the performance of their duties to the Trust. In the
normal course of business, the Trust may also enter into contracts that provide
general indemnifications. The Trust's maximum exposure under these arrangements
is unknown as this would be dependent on future claims that may be made against
the Trust. The risk of material loss from such claims is considered remote.


                        22 | CENTENNIAL TAX EXEMPT TRUST

- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
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, 2006                YEAR ENDED JUNE 30, 2005
                                          SHARES              AMOUNT             SHARES               AMOUNT
- -------------------------------------------------------------------------------------------------------------
Sold                               4,960,314,040     $ 4,960,314,040      5,467,251,055      $ 5,467,251,055
Dividends and/or
distributions reinvested              39,822,761          39,823,348         20,503,644           20,503,644
Redeemed                          (4,990,583,716)     (4,990,583,716)    (5,565,437,814)      (5,565,437,814)
                                  ---------------------------------------------------------------------------
Net increase (decrease)                9,553,085     $     9,553,672        (77,683,115)     $   (77,683,115)
                                  ===========================================================================

- --------------------------------------------------------------------------------
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
average annual rate as shown in the following table:

            FEE SCHEDULE
            ---------------------------------------------
            Up to $250 million of net assets       0.500%
            Next $250 million of net assets        0.475
            Next $250 million of net assets        0.450
            Next $250 million of net assets        0.425
            Next $250 million of net assets        0.400
            Next $250 million of net assets        0.375
            Next $500 million of net assets        0.350
            Over $2 billion of net assets          0.325

- --------------------------------------------------------------------------------
ADMINISTRATION SERVICE FEES. 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,
2006, the Trust paid $475,190 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 period- ically, 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


                        23 | CENTENNIAL TAX EXEMPT TRUST

NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

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. The Manager reserves the right to amend or terminate
either voluntary expense assumption at any time.

      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.

               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


PX0160.01.0806




      (1). In  accordance  with Rule 12b-1 of the  Investment  Company Act, the term
      "Independent  Trustees"  in this  SAI  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 (Reg. No. 2-93177), 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, 8/15/2005, and
incorporated herein by reference.

(p)   Amended  and  Restated  Code of Ethics of the  Oppenheimer  Funds  dated
March  31,  2006  under  Rule  17j-1 of the  Investment  Company  Act of 1940:
Previously filed with the Post-Effective  Amendment No. 13 to the Registration
Statement  of  Oppenheimer  Midcap Fund (Reg.  No.  333-31533),  04/7/06,  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,                 Senior Vice President of OppenheimerFunds, Inc.,
Vice President               Shareholder Financial Services, Inc. and
                             Shareholder Services, Inc.; Vice President of
                             OppenheimerFunds Distributor, Inc. and OFI Private

                             Investments, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Janette Aprilante,           Vice President and Secretary of OppenheimerFunds,
Secretary                    Inc.; Secretary (since December 2001) of:
                             OppenheimerFunds Distributor, Inc., HarbourView
                             Asset Management Corporation (since June 2003),
                             Oppenheimer Real Asset Management, Inc.,
                             Shareholder Financial Services, Inc., Shareholder
                             Services, Inc., Trinity Investment Management
                             Corporation (since January 2005), OppenheimerFunds
                             Legacy Program, OFI Private Investments, Inc.
                             (since June 2003) and OFI Institutional Asset
                             Management, Inc. (since June 2003). Assistant
                             Secretary of  OFI Trust Company (since December
                             2001).

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert J. Bishop             Vice President of OppenheimerFunds, Inc.;
Treasurer                    Treasurer of OppenheimerFunds Distributor, Inc.

                             (since October 2003).

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

Cameron T. Ullyatt,          Vice President (since July 2006) of the Manager
Vice President               and OppenheimerFunds, Inc.; a Chartered Financial
                             Analyst; an officer of 3 portfolios in the
                             OppenheimerFunds complex. Formerly an Assistant
                             Vice President (since December 2000) and an
                             analyst for the Manager (since January 1999).

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

Susan Cornwell               Vice President of OppenheimerFunds, Inc.,
Vice President               Shareholder Financial Services, Inc. and
                             Shareholder Services Inc.; Vice President of
                             OppenheimerFunds Distributor, Inc. and
                             OppenheimerFunds Legacy Program.

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

Kathleen T. 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.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Richard Knott,               Senior Vice President of OppenheimerFunds
Senior Vice President        Distributor, Inc.

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

Susan Mattisinko,            Vice President & Associate Counsel of
Assistant Secretary          OppenheimerFunds Inc.; Assistant Secretary of
                             HarbourView Asset Management Corporation, Trinity
                             Investment Management Corporation,
                             OppenheimerFunds Legacy Program, OFI Private
                             Investments, Inc., OFI Institutional Asset
                             Management, Inc. and Oppenheimer Real Asset
                             Management, Inc.

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

John V. Murphy,              Chairman, Chief Executive Officer, Director and
Director                     President of OppenheimerFunds, Inc.; President and
                             Management Director of Oppenheimer Acquisition
                             Corp.; President and Director of Oppenheimer Real
                             Asset Management, Inc.; Chairman Director of
                             Shareholder Services, Inc. and Shareholder
                             Financial Services, Inc.;   Director of
                             OppenheimerFunds Distributor, Inc.; OFI
                             Institutional Asset Management Inc., Trinity
                             Investment Management Corporation, Tremont Capital
                             Management, Inc., HarbourView Asset Management
                             Corporation, OFI Private Investments, 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 & Director         Distributor, Inc.; Executive Vice President of
                             OppenheimerFunds, Inc. and OFI Private

                             Investments, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Mark S. Vandehey,            Senior Vice President and Chief Compliance Officer
Vice President & Chief       of OppenheimerFunds, Inc.; Vice President and
Compliance Officer           Chief Compliance Officer of OppenheimerFunds
                             Distributor, Inc. and Shareholder Services, Inc.;
                             Chief Compliance Officer of HarbourView Asset
                             Management Corporation, Real Asset Management,
                             Inc., Shareholder Financial Services, Inc.,
                             Trinity Investment Management Corporation,
                             OppenheimerFunds Legacy Program, OFI Private
                             Investments Inc. and OFI Trust Company and OFI
                             Institutional Asset Management, 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; Director and Assistant
                             Secretary of OppenheimerFunds International Ltd.
                             And OppenheimerFunds plc; Secretary and General
                             Counsel of Oppenheimer Acquisition Corp.; 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 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 MidCap 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.


The address of  OppenheimerFunds  (Asia) Limited is Central Tower,  28 Queen's
Road, Suite 1601, Central, Hong Kong.


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                  Assistant Secretary

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

Richard Knott(1)     Senior Vice President                None

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

Susan Mattisinko(1)  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-10

                                  SIGNATURES

Pursuant to the  requirements of the Securities Act of 1933 and the Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all  the
requirements for  effectiveness  of this  Registration  Statement  pursuant to
Rule  485(b)  under  the  Securities  Act of 1933  and has  duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized,  in the City of New York and State of New York on
the 18th day of August, 2006.



                              CENTENNIAL TAX EXEMPT TRUST

                                                      By:  /s/ John V. Murphy*
                                 ---------------------------------------------

                                                  John V. Murphy, President, &
                                       Principal Executive Officer and Trustee


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 of the Board of      August 18, 2006
- ----------------------------------                          Trustees
William L. Armstrong

/s/ John V. Murphy*           President, Principal
- ----------------------------------                          Executive Officer
and Trustee                   August 18, 2006
John V. Murphy


/s/ Brian W. Wixted*          Treasurer, Principal          August 18, 2006
- ----------------------------------                          Financial &
Brian W. Wixted               Accounting Officer


/s/ Robert G. Avis*           Trustee                       August 18, 2006

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


/s/ George C. Bowen*          Trustee                       August 18, 2006

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

George C. Bowen

s/ Edward L. Cameron *        Trustee                       August 18, 2006

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



/s/ Jon S. Fossel*            Trustee                       August 18, 2006

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


/s/ Sam Freedman*             Trustee                       August 18, 2006

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


/s/ Richard F. Grabish*       Trustee                       August 18, 2006

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


/s/ Beverly L. Hamilton*      Trustee                       August 18, 2006

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


/s/ Robert J. Malone*         Trustee                       August 18, 2006

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


/s/ F. William Marshall, Jr.* Trustee                       August 18, 2006

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

F. William Marshall, Jr.



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






                         CENTENNIAL TAX EXEMPT TRUST


                       Post-Effective Amendment No. 44


                      Registration Statement No. 2-69654



                                EXHIBIT INDEX


Exhibit No.                   Description


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

EX-99.J

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the use in this Post-Effective Amendment No. 44 to Registration
Statement No. 2-69653 on Form N-1A of our report dated August 8, 2006, relating
to the financial statements of Centennial Tax Exempt Trust appearing in the
Statement of Additional Information, which is part of such Registration
Statement, and to the references to us under the headings "Financial Highlights"
in the Prospectus and "Independent Registered Public Accounting Firm" and
"Financial Statements" in the Statement of Additional Information, which are part
of such Registration Statement.

/S/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Denver, Colorado
August 18, 2006