CENTENNIAL TAX EXEMPT TRUST

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ft1Lg2IoIg+AAmFSGqgvsNBPIxuz1nBetXaDt+QiCA5Ce5ExIV64O+DSkHbctLhr 2R9Tjn8z9na/CLdeEfU3HQ== 0000728889-08-001433.txt : 20081024 0000728889-08-001433.hdr.sgml : 20081024 20081024113604 ACCESSION NUMBER: 0000728889-08-001433 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081024 DATE AS OF CHANGE: 20081024 EFFECTIVENESS DATE: 20081024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL TAX EXEMPT TRUST CENTRAL INDEX KEY: 0000319880 IRS NUMBER: 222328954 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-69653 FILM NUMBER: 081138899 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: 34TH FLOOR CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: CENTENNIAL TAX EXEMPT TRUST /CO/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DAILY CASH TAX EXEMPT FUND INC DATE OF NAME CHANGE: 19851009 FORMER COMPANY: FORMER CONFORMED NAME: CENTENNIAL TAX EXEMPT CASH FUND INC DATE OF NAME CHANGE: 19820720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL TAX EXEMPT TRUST CENTRAL INDEX KEY: 0000319880 IRS NUMBER: 222328954 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03104 FILM NUMBER: 081138900 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: 34TH FLOOR CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: CENTENNIAL TAX EXEMPT TRUST /CO/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DAILY CASH TAX EXEMPT FUND INC DATE OF NAME CHANGE: 19851009 FORMER COMPANY: FORMER CONFORMED NAME: CENTENNIAL TAX EXEMPT CASH FUND INC DATE OF NAME CHANGE: 19820720

0000319880 S000008466 CENTENNIAL TAX EXEMPT TRUST

C000023200 A

485BPOS 1 body.htm N-1A PG, PROSPECTUS, SAI, FINANCIALS, PART C CENTENNIAL TAX EXEMPT TRUST

                                                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. 46                                            [X]


                                 and/or

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


Amendment No. 43                                                           [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 October 24, 2008 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
                   Supplement dated October 24, 2008 to the
                      Prospectus dated October 24, 2008

This supplement amends the Prospectus of Centennial Tax Exempt Trust (the
"Trust") dated October 24, 2008 by adding the following:

The Trust's Board of Trustees has elected for the Trust to participate in the
Temporary Guarantee Program for Money Market Funds (the "Program")
established by the U.S. Treasury Department. The Treasury Department has
accepted the Trust's application to participate in the Program and has
entered into a Guarantee Agreement with the Trust dated as of September 19,
2008.

Under the Program, shareholders of the Trust as of the close of business on
September 19, 2008, may be guaranteed against loss in the event that the
Trust's net asset value falls below $0.995 per share.  The Program applies
only to shareholders of record as of the close of business on September 19,
2008. The number of shares covered by the Program will be the lesser of (a)
the number of shares of the Trust owned by the shareholder on September 19,
2008 or (b) the number of shares owned by the shareholder on the date the
Trust's net asset value falls below $0.995. If the number of shares of the
Trust you hold after September 19, 2008, fluctuates during the Program period
due to purchases or redemptions of shares, any shares in excess of the amount
held as of the close of business on September 19, 2008, will not be covered.

To be entitled to payments under the Program, an investor must have held
shares of the Trust on September 19, 2008, and, if the Trust's net asset
value per share were to fall below $0.995 per share during the time period
covered by the Program, on that date as well. In addition, the Trust's Board
of Trustees must take prompt action to liquidate the Trust and the Trust must
comply with other requirements of the Program. Upon liquidation of the Trust,
a covered shareholder would receive the liquidation value per share of the
Trust and thereafter would receive a payment for each covered share equal to
the shortfall between the liquidation proceeds and $1.00 per share. Guarantee
payments to all participants in the Program will not exceed the amount
available in the U.S. Government's Exchange Stabilization Fund at the time of
such payments. As of the date of this supplement, the Exchange Stabilization
Fund is valued at approximately $50 billion, and there is no commitment by
the government to increase that amount if it is depleted by claims.

The Program will exist for an initial three month term from September 19,
2008, through December 18, 2008, and will apply only to claims arising during
that period. Following the initial three month term, the Treasury Secretary
has the option to renew the Program up to the close of business on September
18, 2009. The Program cannot be extended beyond September 18, 2009. The Trust
has paid a fee to participate in the Program's initial term in the amount
equal to 0.01% of the Trust's net assets as of the close of business on
September 19, 2008.  Participation in any extension of the Program would
require payment of an additional fee. There is no guarantee that the Treasury
Department will extend the Program. If the Program is extended, the Board of
the Trust will consider whether the Trust should continue to participate. The
Trust may or may not elect to participate, or be eligible to participate, in
any extension of the Program.

Further information about the Program can be obtained at the web site of the
Treasury Department at www.ustreas.gov.


October 24, 2008                                      PS0160.016

Centennial Tax Exempt Trust

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Prospectus dated October 24, 2008

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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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

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.

TAXABILITY RISK. The Trust will invest in municipal securities in reliance
at the time of purchase on an opinion of bond counsel to the issuer that the
interest paid on those securities will be excludable from gross income for federal
income tax purposes. Subsequent to the Trust's acquisition of such a municipal
security, however, the security may be determined to pay, or to have paid, taxable
income. As a result, the treatment of dividends previously paid or to be paid by
the Trust as "exempt-interest dividends" could be adversely affected, subjecting
the Trust's shareholders to increased federal income tax liabilities.

Under highly unusual circumstances, the Internal Revenue Service may
determine that a municipal bond issued as tax-exempt should in fact be taxable. If
the Trust held such a bond, it might have to distribute taxable income or
reclassify as taxable, ordinary income that was previously distributed as
exempt-interest dividends. It might also impact the price at which the Trust could
sell that bond.

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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 1/1/08 through 9/30/08 the cumulative total return (not
annualized) was 1.35%.
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

2007

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Centennial Tax Exempt Trust 3.10% 1.78% 2.08%
(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, 2008.

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 0.41%

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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(1) 0.66%

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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 2008, the
transfer agent fees did not exceed the expense limitation described above.

1. As of September 12, 2008, A.G. Edwards, a division of Wachovia Securities, LLC
("Edwards"), a broker-dealer, held 2,550,649,555 shares of the Trust, representing
approximately 98.7% of the issued and outstanding shares of the Trust on that date,
for the benefit of its clients' accounts. The shares held by Edwards for the
benefit of its clients' accounts represent most of the shares of the Trust.
Edwards has advised the Manager that, as a result of its consolidation with
Wachovia Securities, LLC, Edwards intends to redeem the shares of the Trust held
for the benefit of its clients' accounts on or about February 13, 2009. As a
result of the planned redemptions in 2009, the Trust's net assets are expected to
decline substantially. It is possible that, as a result of those redemptions, the
Trust's Total Annual Operating Expenses, measured as a percent of average daily net
assets, may increase in the current and future fiscal periods over the rate of
0.66% incurred in the Trust's fiscal year ended June 30, 2008, although the
occurrence or amount of such possible increase cannot be predicted with certainty
at this time. Therefore, in connection with the anticipated redemption by Edwards
of those shares in 2009, the Board of Trustees of the Trust is expected to consider
whether to take action to liquidate the Trust or combine its remaining assets into
another fund (subject in either case to the approval of shareholders of the
Trust).

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

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1 year 3 years 5 years 10 years
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$68 $212 $369 $825

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In evaluating the Fund's expenses, it is important to remember that mutual funds
offer you the opportunity to combine your resources with those of many other
investors to obtain professional portfolio management, exposure to a larger number
of markets or issuers, reliable custody for investment assets, liquidity, and
convenient recordkeeping and reporting services. Funds also offer other types of
investment benefits to individuals without incurring the expense and inconvenience
of buying and selling individual securities on your own. Because a fund is a pooled
investment, however, shareholders may bear certain fund operating costs as a result
of the activities of other fund investors. Because some investors may use fund
services more than others, or may have smaller accounts or more frequent account
activity, those activities may increase the Fund's overall expenses, which are
indirectly borne by all of the Fund's shareholders.

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 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, 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
Statement of Additional Information. Normally, the Trust will not invest more
than 20% of its total assets in taxable investments.

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

Fixed Income Market Risks. Recent developments relating to subprime mortgages have
adversely affected fixed-income securities markets in the United States, Europe and
elsewhere. The values of many types of debt securities have been reduced, including
debt securities that are not related to mortgage loans. These developments have
reduced the willingness of some lenders to extend credit and have made it more
difficult for borrowers to obtain financing on attractive terms or at all. In
addition, broker-dealers and other market participants have been less willing to
make a market in some types of debt instruments, which has impacted the liquidity
of those instruments. These developments may also have a negative effect on the
broader economy. There is a risk that the lack of liquidity or other adverse credit
market conditions may hamper the Fund's ability to sell the debt securities in
which it invests or to find and purchase suitable debt instruments.

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 Statement of Additional Information. An investment
policy is not fundamental unless this prospectus or the Statement of
Additional Information 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 automatically adjusted in relation 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 Statement of Additional
Information contains more information about some of these practices, including
limitations on their use that are designed to reduce the overall risks.

"When-Issued" and "Delayed-Delivery" Transactions. The Trust may purchase
municipal securities on a "when-issued" basis and may 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.
Although the obligation may be secured by the leased equipment of facilities,
the disposition of the property in the event of non-appropriation or
foreclosure might prove difficult, time consuming and costly, and may result
in a delay in recovering or the failure to recover the original investment.
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.

Conflicts of Interest. The investment activities of the Manager and its affiliates
in regard to other accounts they manage may present conflicts of interest that
could disadvantage the Fund and its shareholders. The Manager or its affiliates may
provide investment advisory services to other funds and accounts that have
investment objectives or strategies that differ from, or are contrary to, those of
the Fund. That may result in another fund or account holding investment positions
that are adverse to the Fund's investment strategies or activities. Other funds or
accounts advised by the Manager or its affiliates may have conflicting interests
arising from investment objectives that are similar to those of the Fund. Those
funds and accounts may engage in, and compete for, the same types of securities or
other investments as the Fund or invest in securities of the same issuers that have
different, and possibly conflicting, characteristics. The trading and other
investment activities of those other funds or accounts may be carried out without
regard to the investment activities of the Fund and, as a result, the value of
securities held by the Fund or the Fund's investment strategies may be adversely
affected. The Fund's investment performance will usually differ from the
performance of other accounts advised by the Manager or its affiliates and the Fund
may experience losses during periods in which other accounts advised by the Manager
or its affiliates achieve gains. The Manager has adopted policies and procedures
designed to address potential conflicts of interest identified by the Manager,
however such policies and procedures may also limit the Fund's investment
activities and affect its performance.

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 Securities and Exchange Commission 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. 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 Statement 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 adviser 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 Trusts' 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 adviser since 1978. The Manager and its
parent company and controlled affiliates managed more than $195 billion in assets
as of September 30, 2008, 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, 2008 was 0.34% 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, 2008 was 0.46% 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, 2008 was 0.41% of the
Trust's average annual net assets.

A discussion of the matters considered by the Trusts' Independent Trustees,
in approving the Trust's Investment Advisory Agreement, is included in each Trust's
semi-annual report to shareholders for the period ended December 31, 2007.

Portfolio Manager. Each Trust's portfolio is managed by Carol E. Wolf who is
primarily responsible for the day-to-day management of the Trusts'
investments. She is an officer and a portfolio manager of each Trust. Ms.
Wolf has had the responsibility of portfolio manager since November 1988 for
Centennial Government Trust, October 1990 for Centennial Money Market Trust
and June 2008 for Centennial Tax Exempt Trust. She has been a Vice President
of the Manager since August 2004 and a Senior Vice President of
OppenheimerFunds, Inc. since September 2000. Ms. Wolf is an officer and
portfolio manager of other funds for which the Manager or an affiliate serves
as investment adviser.

The Statement of Additional Information provides additional information about
the portfolio manager's compensation, other accounts she manages and her 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 are to "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 Statement of Additional
Information, or you can ask your broker/dealer or call the Transfer Agent) or
reinvesting distributions from unit investment trusts that have made arrangements
with the Distributor.

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

Buying Shares Through a Broker/Dealer's Automatic Purchase and Redemption Program.
You can buy shares of a Trust through a broker/dealer that has a sales
agreement with the 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 selling 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 Statement of Additional Information. The minimum monthly
purchase is $25.

Service (12b-1) Plans. Each Trust has adopted a service plan. It reimburses the
Distributor for a portion of its costs incurred for services provided to
accounts that hold shares of 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 (together with significant amounts from the Manager's own resources) 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
and/or the Distributor's and/or the Sub-Distributor's own resources, including from
the profits derived from the advisory fees the Manager receives from the Trusts.
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 Trusts.

"Financial intermediaries" are firms that offer and sell Trust shares to their
clients, or provide shareholder services to the Trusts, 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
Trusts' 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 or the Sub-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 or
the Sub-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
Financial Industry Regulatory Authority (FINRA), formerly known as 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 Trusts 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 or the Sub-Distributor to provide educational
and training support for the intermediary's sales personnel relating to the Trusts
or the Oppenheimer funds, the availability of the Trusts or 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 Trusts or 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 Statement of Additional Information 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.

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

How to Sell Shares

You can sell (redeem) some or all of your shares on any regular business day. Your
shares will be sold at the next net asset value calculated after your order is
received by the Sub-Distributor or your authorized financial intermediary, 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 requests to:
------------------------------------------------------- Shareholder Services, Inc.
regular mail: 12100 East Iliff Avenue, Suite 300
Shareholder Services, Inc. Aurora, Colorado 80014

P.O. Box 5143
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 Checkwriting privileges are not available for shares that are held in a
retirement account.
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.
o 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
Statement of Additional Information. Shares of a particular class of an eligible
fund may be exchanged only for shares of the same class in other eligible funds.
For example, you can exchange shares of the Trust only for Class A shares of
another fund, and you can exchange only Class A shares of another eligible fund for
shares of the Trust. To exchange shares, you must meet several conditions:
o Shares of the fund selected for exchange must be available for sale in your
state of residence.
o The selected fund must offer the exchange privilege.
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 Statement of Additional Information or you can obtain one by
calling a service representative at 1.800.525.9310. The list of eligible funds can
change from time to time.

You may pay a sales charge when you exchange shares of 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 a request letter, signed by all owners of
the account to the Transfer Agent at the address on the back cover.
Exchanges of shares for which share certificates have been issued cannot be
processed unless the Transfer Agent receives the certificates with the
request letter.

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

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

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

Risks from Excessive Purchase, Redemption and Short-Term Exchange Activity. The
exchange privilege affords investors the ability to switch their investments among
eligible funds if their investment needs change. However, there are limits on that
privilege. Frequent purchases, redemptions and exchanges of the Trusts' 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 Trusts 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 that authority has been
revoked). A fund or the Transfer Agent may limit or refuse exchange requests
submitted by 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.

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

Shareholder Account Rules and Policies

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

The offering of shares of a Trust may be suspended during any period in which 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 Securities and
Exchange Commission, payment may be delayed or suspended. For accounts
registered in the name of a broker/dealer, payment will normally be forwarded
within three business days after redemption.

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

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.

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 annually. 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 Internal Revenue Service 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 Internal Revenue
Service 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.

If you are neither a lawful permanent resident nor a citizen of the United
States, or if you are a foreign entity, the Trust's ordinary income dividends
(which include distributions of net short-term capital gain) generally will
be subject to a 30% U.S. withholding tax, unless a lower rate applies under
an income tax treaty. Dependent upon Congressional action, for the Trust's
taxable year beginning June 1, 2008, certain distributions that are
designated by the Trust as interest-related dividends or short-term gain
dividends and paid to a foreign shareholder may be eligible for an exemption
from U.S. withholding tax. To the extent the Trust's distributions are
derived from dividends, they will not be eligible for this exemption.

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 Statement of Additional Information which is
available on request.

FINANCIAL HIGHLIGHTS

YEAR ENDED JUNE 30,                                2008         2007      2006      2005      2004
- -------------------                               ------       ------    ------    ------    ------
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)       .03(1)    .02(1)    .01(1)     --(2)
Dividends and/or distributions to shareholders:
Dividends from net investment income                (.02)        (.03)     (.02)     (.01)       --(2)
Distributions from net realized gain                  --(2)        --(2)     --        --        --
Total dividends and/or distributions to
   shareholders                                     (.02)        (.03)     (.02)     (.01)       --(2)
                                                  ------       ------    ------    ------    ------
Net asset value, end of period                    $ 1.00       $ 1.00    $ 1.00    $ 1.00    $ 1.00
                                                  ======       ======    ======    ======    ======
TOTAL RETURN(3)                                     2.44%        3.09%     2.44%     1.21%     0.35%
                                                  ======       ======    ======    ======    ======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)           $2,515       $1,701    $1,710    $1,701    $1,778
Average net assets (in millions)                  $2,040       $1,764    $1,701    $1,797    $1,851
Ratios to average net assets:(4)
Net investment income                               2.32%        3.04%     2.40%     1.20%     0.35%
Total expenses                                      0.66%        0.67%     0.68%     0.67%     0.67%
Expenses after payments, waivers and/or
   reimbursements and reduction to custodian
   expenses                                         0.66%        0.67%     0.68%     0.65%     0.67%

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

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

Information about the Trust including the Statement of Additional Information can
be reviewed and copied at the Securities and Exchange Commission's Public Reference
Room in Washington, D.C. Information on the operation of the Public Reference Room
may be obtained by calling the Securities and Exchange Commission at
1.202.551.8090.  Reports and other information about the Trust are available on the
EDGAR database on the Securities and Exchange Commission's Internet website at
www.sec.gov. Copies may be obtained after payment of a duplicating fee by
electronic request at the Securities and Exchange Commission's e-mail address:
publicinfo@sec.gov or by writing to the Securities and Exchange Commission'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

PR0160.001.1008
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
- --------------------------------------------------------------------
- --------------------------------------------------------------------

- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/98                         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%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/06                         2.91%
- --------------------------------------------------------------------
- --------------------------------------------------------------------

12/31/07                         3.10%

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

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

6803 South Tucson Way, Centennial, Colorado 80112
1.800.525.9310


Statement of Additional Information dated October 24, 2008

      This Statement of Additional Information is not a prospectus.  This
document contains additional information about the Trust and supplements
information in the Prospectus dated October 24, 2008.  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










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 ABOUT THE TRUST
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Additional Information About the Trust's Investment Policies and Risks


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


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

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

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

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

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


      |X|   Municipal Bonds.   The Trust has classified long-term 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" bonds (including
"private activity" bonds). They may have fixed, variable or floating rates of
interest, as described below.


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

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

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

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


o     Private  Activity  Bonds.  The  Tax  Reform  Act  of  1986  amended  and
      reorganized,  under the Internal  Revenue Code of 1986,  as amended (the
      "Internal  Revenue  Code"),   the  rules  governing   tax-exemption  for
      interest  on certain  types of  municipal  securities  known as "private
      activity  bonds"  (or,  "industrial  development  bonds"  as  they  were
      referred  to under  pre-1986  law),  the  proceeds  of which are used to
      finance  various   non-governmental   privately  owned  and/or  operated
      facilities.  Under  the  Internal  Revenue  Code,  interest  on  private
      activity  bonds is excludable  from gross income for federal  income tax
      purposes if the financed  activities  fall into one of seven  categories
      of "qualified  private  activity  bonds,"  consisting of mortgage bonds,
      veterans  mortgage  bonds,  small  issue  bonds,   student  loan  bonds,
      redevelopment  bonds,  exempt  facility bonds and 501(c)(3)  bonds,  and
      certain  tests are met.  The types of  facilities  that may be  financed
      with exempt facility bonds include  airports,  docks and wharves,  water
      furnishing   facilities,   sewage   facilities,   solid  waste  disposal
      facilities,  qualified  residential  rental  projects,  hazardous  waste
      facilities  and high  speed  intercity  rail  facilities.  The  types of
      facilities that may be financed with 501(c)(3)  bonds include  hospitals
      and educational  facilities  that are owned by 501(c)(3)  organizations.
      Normally,  the Trust will not invest  more than 20% of its total  assets
      in private activity municipal securities or other taxable investments.


      Whether a municipal security is a private activity bond (the interest
      on which is taxable unless it is a qualified private activity bond)
      depends on whether (i) more than a certain percentage (generally 10%)
      of (a) the proceeds of the security are used in a trade or business
      carried on by a non-governmental person and (b) the payment of
      principal or interest on the security is directly or indirectly derived
      from such private use, or is secured by privately used property or
      payments in respect of such property, or (ii) more than the lesser of
      5% of the issue or $5 million is used to make or finance loans to
      non-governmental persons.


      Moreover, a private activity bond of certain types 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 financed by the bond, or a "related person" of such a
      substantial user.  A "substantial user" is a non-exempt person who
      regularly uses part of a facility in a trade or business.

      Thus, certain municipal securities could lose their tax-exempt status
      retroactively if the issuer or user fails to meet certain continuing
      requirements, for the entire period during which the securities are
      outstanding, as to the use and operation of the bond-financed
      facilities and the use and expenditure of the proceeds of such
      securities.  The Trust makes no independent investigation into the use
      of such facilities or the expenditure of such proceeds.  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.


      The payment of the principal and interest on such qualified private
      activity bonds is dependant solely on the ability of the facility's
      user to meet its financial obligations, generally from the revenues
      derived from the operation of the financed facility, and the pledge, if
      any, of real and personal property financed by the bond as security for
      those payments.


      Limitations on the amount of private activity bonds that each state may
      issue may reduce the supply of such bonds.  The value of the Trust's
      portfolio could be affected by these limitations if they reduce the
      availability of such bonds.

      Interest on certain qualified private activity bonds that is tax-exempt
      may nonetheless be treated as a tax preference item subject to the
      alternative minimum tax to which certain taxpayers are subject.  If
      such qualified private activity bonds were held by the Trust, a
      proportionate share of the exempt-interest dividends paid by the Trust
      would constitute an item of tax preference to such shareholders.


      |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.

      While the Trust holds such securities, the Manger will also evaluate
the likelihood of a continuing market for these securities and their credit
quality.

      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.

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.

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

Other Investment Restrictions

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


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


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

o     The Trust cannot make loans, except by purchasing debt obligations in
           accordance with its investment policies as approved by the Board,
           or by entering into repurchase agreements, or by lending portfolio
           securities in accordance with applicable regulations;
o     The Trust cannot borrow money except as a temporary measure for
           extraordinary or emergency purposes, and then only up to 10% of
           the value of its assets; no more than 10% of the Trust's net
           assets may be pledged, mortgaged or assigned to secure a debt; no
           investments may be made while outstanding borrowings, other than
           by means of reverse repurchase agreements (which are not
           considered borrowings under this restriction), exceed 5% of its
           assets;

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

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

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

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

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

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

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

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

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

o     The Trust cannot invest 25% or more of its total assets in any one
           industry; however, for the purposes of this restriction, municipal
           securities and U.S. government obligations are not considered to
           be part of any single industry.


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


      For the purpose of the Trust's policy not to concentrate its
investments as described above, the Trust has adopted classifications of
industries and groups or related industries. These classifications are not
fundamental.

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 its semi-annual report to shareholders,
         its annual report to shareholders, or its Statements of Investments
         on Form N-Q. Those documents 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 20 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 Trust, 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, Financial
      Industry Regulatory Industry ("FINRA"), 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.

      Any permitted release of non-public portfolio holdings information must
be in accordance with the Trust's then-current policy on approved methods for
communicating confidential information, including but not limited to the
Trust's policy as to use of secure e-mail technology.

      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 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:
ABG Securities               Fixed Income Securities  Nomura Securities
ABN AMRO                     Fortis Securities        Oppenheimer &amp; Co.
AG Edwards                   Fox-Pitt, Kelton         Oscar Gruss
Allen &amp; Co                   Friedman, Billing,       OTA
                             Ramsey
American Technology Research Gabelli                  Pacific Crest Securities
Auerbach Grayson             Garp Research            Piper Jaffray Inc.
Avondale                     Gartner                  Portales Partners
Banc of America Securities   George K Baum &amp; Co.      Punk Ziegel &amp; Co
Barra                        Goldman Sachs            Raymond James
BB&amp;T                         Howard Weil              RBC
Bear Stearns                 HSBC                     Reuters
Belle Haven                  ISI Group                RiskMetrics/ISS
Bloomberg                    ITG                      Robert W. Baird
BMO Capital Markets          Janco                    Roosevelt &amp; Cross
BNP Paribas                  Janney Montgomery        Russell
Brean Murray                 Jefferies                Sandler O'Neil
Brown Brothers               JMP Securities           Sanford C. Bernstein
Buckingham Research Group    JNK Securities           Scotia Capital Markets
Canaccord Adams              Johnson Rice &amp; Co        Sidoti
Caris &amp; Co.                  JP Morgan Securities     Simmons
CIBC World Markets           Kaufman Brothers         Sander Morris Harris
Citigroup Global Markets     Keefe, Bruyette &amp; Woods  Societe Generale
CJS Securities               Keijser Securities       Soleil Securities Group
Cleveland Research           Kempen &amp; Co. USA Inc.    Standard &amp; Poors
Cogent                       Kepler Equities/Julius   Stanford Group
                             Baer Sec
Collins Stewart              KeyBanc Capital Markets  State Street Bank
Cowen &amp; Company              Lazard Freres &amp; Co       Stephens, Inc.
Craig-Hallum Capital Group   Leerink Swan             Stifel Nicolaus
LLC
Credit Agricole Cheuvreux    Lehman Brothers          Stone &amp; Youngberg
N.A. Inc.
Credit Suisse                Loop Capital Markets     Strategas Research
Data Communique              Louise Yamada Tech       Sungard
                             Research
Daiwa Securities             MainFirst Bank AG        Suntrust Robinson
                                                      Humphrey
Davy                         Makinson Cowell US Ltd   SWS Group
Deutsche Bank Securities     McAdmas Wright           Think Equity Partners
Dougherty Markets            Merrill Lynch            Thomas Weisel Partners
Dowling                      Miller Tabak             Thomson Financial
Empirical Research           Mizuho Securities        UBS
Enskilda Securities          Moodys Research          Virtusa Corporation
Exane BNP Paribas            Morgan Stanley           Wachovia Securities
Factset                      Natexis Bleichroeder     Wedbush
Fidelity Capital Markets     Ned Davis Research Group Weeden
First Albany                 Needham &amp; Co             William Blair


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 Audit Committee held 4 meetings during the Trust's fiscal year
ended June 30, 2008. The Review Committee held 4 meetings during the Trust's
fiscal year ended June 30, 2008. The Governance Committee held 2 meetings
during the Trust's fiscal year ended June 30, 2008.

      The Board of Trustees has an Audit Committee, a Review Committee and a
Governance Committee.  Each committee is comprised solely of Trustees who are
not "interested persons" under the Investment Company Act (the "Independent
Trustees").  The members of the Audit Committee are George C. Bowen
(Chairman), Robert J. Malone and F. William Marshall, Jr.  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 Review Committee is comprised solely of Independent Trustees. The
members of the Review Committee are Sam Freedman (Chairman), Jon S. Fossel,
George C. Bowen, Richard F. Grabish and Beverly L. Hamilton.   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, Edward L. Cameron, Beverly L. Hamilton and F. William
Marshall, Jr.    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 Mr. Murphy, 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, Centennial Tax Exempt Trust, Oppenheimer Core Bond Fund,
Oppenheimer Limited-Term Government Fund, Panorama Series Fund, Inc.,
Oppenheimer Principal Protected Trust, Oppenheimer Principal Protected Trust
II, Oppenheimer Principal Protected Trust III, Oppenheimer Senior Floating
Rate Fund, Oppenheimer Portfolio Series Fixed Income Active Allocation Fund,
Oppenheimer Master Event-Linked Bond Fund, LLC and Oppenheimer Master Loan
Fund, LLC:


                                           Oppenheimer Principal Protected

Oppenheimer Capital Income Fund            Trust

                                           Oppenheimer Principal Protected

Oppenheimer Cash Reserves                  Trust II
                                           Oppenheimer Principal Protected
Oppenheimer Champion Income Fund           Trust III
Oppenheimer   Commodity   Strategy   Total Oppenheimer Senior Floating Rate
Return Fund                                Fund
Oppenheimer Equity Fund, Inc.              Oppenheimer Strategic Income Fund
Oppenheimer Integrity Funds                Oppenheimer Variable Account Funds
Oppenheimer International Bond Fund        Panorama Series Fund, Inc.
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.

Oppenheimer Main Street Opportunity Fund

                                           Centennial  California  Tax  Exempt
Oppenheimer Main Street Small Cap Fund     Trust
Oppenheimer   Master   Event-Linked   Bond
Fund, LLC                                  Centennial Government Trust
Oppenheimer Master Loan Fund, LLC          Centennial Money Market Trust

                                           Centennial   New  York  Tax  Exempt

Oppenheimer Municipal Fund                 Trust
Oppenheimer  Portfolio Series Fixed Income
Active Allocation Fund                     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. Present or former officers, directors, trustees and employees
(and their eligible family members) of the Trust, the Manager and its
affiliates, its parent company and the subsidiaries of its parent company,
and retirement plans established for the benefit of such individuals, are
also permitted to purchase Class Y shares of the Oppenheimer funds that offer
Class Y shares.

      Messrs. Murphy, Petersen,  Szilagyi, Vandehey, Wixted and Zack, and Mss.
Wolf,  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 October 6, 2008
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) Held                                               Shares     Owned in
with 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, 2007

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

William L.         President, Colorado Christian University  None        Over
Armstrong,         (since 2006); Chairman, Cherry Creek                  $100,000
Chairman of the    Mortgage Company (since 1991), Chairman,
Board since 2003,  Centennial State Mortgage Company (since
Trustee since 2000 1994), Chairman, The El Paso Mortgage
Age: 71            Company (since 1993); Chairman,

                   Ambassador Media Corporation (since

                   1984); Chairman, Broadway Ventures
                   (since 1984); Director of Helmerich &amp;
                   Payne, Inc. (oil and gas
                   drilling/production company) (since
                   1992), Campus Crusade for Christ
                   (non-profit) (since 1991); Former
                   Director, The Lynde and Harry Bradley
                   Foundation, Inc. (non-profit
                   organization) (2002-2006); former
                   Chairman of: Transland Financial
                   Services, Inc. (private mortgage banking
                   company) (1997-2003), Great Frontier
                   Insurance (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 39
                   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: 71            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 39 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         (June 2000 - June 2006); Partner of
Age: 70            PricewaterhouseCoopers LLP (accounting
                   firm) (July 1974-June 1999); Chairman of
                   Price Waterhouse LLP Global Investment
                   Management Industry Services Group
                   (financial services firm) (July
                   1994-June 1998). Oversees 39 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: 66            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 February
                   2005-February 2007); 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 39 portfolios in the
                   OppenheimerFunds complex.

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

Sam Freedman,      Director of Colorado UpLIFT (charitable   $10,001-$50,Over
Trustee since 1996 organization) (since September 1984).                 $100,000
Age: 67            Mr. Freedman held several positions with

                   OppenheimerFunds, Inc. and with
                   subsidiary or affiliated companies of
                   OppenheimerFunds, Inc. (until October

                   1994). Oversees 39 portfolios in the
                   OppenheimerFunds complex.

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

Richard F.         Formerly Senior Vice President and        None        Over
Grabish,           Assistant Director of Sales and                       $100,000
Trustee since 2001 Marketing (March 1997-December 2007),
Age: 60            Director (March 1987-December 2007) and
                   Manager of Private Client Services (June
                   1985-June 2005) of A.G. Edwards &amp; Sons,
                   Inc. (broker/dealer and investment
                   firm); Chairman and Chief Executive
                   Officer of A.G. Edwards Trust Company,
                   FSB (March 2001-December 2007);
                   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) (June
                   2005-December 2007). Oversees 17
                   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: 61            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  (2006-2007)  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  (2001-2006)  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 39  portfolios  in
                   the OppenheimerFunds complex.

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

Robert J. Malone,  Board of Directors of Opera Colorado      None        Over
Trustee since 2002 Foundation (non-profit organization)                  $100,000
Age: 64            (since March 2008); Director of Jones
                   Knowledge, Inc. (since 2006); Director
                   of Jones International University
                   (educational organization) (since August
                   2005); Chairman, Chief Executive Officer
                   and Director of Steele Street Bank &amp;
                   Trust (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 39
                   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: 66            and MML Series Investment Fund
                   (investment company) (since 1996);
                   Trustee of Worcester Polytech Institute
                   (since 1985); Chairman (since 1994) 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 &amp;
                   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 41 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.
- -------------------------------------------------------------------------------------


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 above) 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,

                                                                       2007

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

John V. Murphy,    Chairman, Chief Executive Officer and      None       Over
Trustee since      Director of OppenheimerFunds, Inc. (since             $100,000
2003 and           June 2001); President of
President and      OppenheimerFunds, Inc. (September
Principal          2000-February 2007); President and
Executive Officer  director or trustee of other Oppenheimer
since 2001         funds; President and Director of
Age: 59            Oppenheimer Acquisition Corp. ("OAC")
                   (the Manager's parent holding company)
                   and of Oppenheimer Partnership Holdings,
                   Inc. (holding company subsidiary of
                   OppenheimerFunds, Inc.) (since July
                   2001); Director of OppenheimerFunds
                   Distributor, Inc. (subsidiary of
                   OppenheimerFunds, Inc.) November
                   2001-December 2006); 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);
                   Chairman (since October 2007) and Member
                   of the Investment Company Institute's
                   Board of Governors (since October 2003).
                   Oversees 103 portfolios in the
                   OppenheimerFunds complex.

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


     The addresses of the officers in the chart below is as follows: for
Messrs. Zack and Ms. Bloomberg, Two World Financial Center, 225 Liberty
Street- 11th Floor, New York, New York 10281-1008, for Messrs. Petersen,
Szilagyi, Vandehey, and Wixted and Ms. Ives and Wolf, 6803 S. Tucson Way,
Centennial, Colorado 80112-3924. Each officer serves for an indefinite term,
which would end: (a) upon the request of the Board, (b) if he or she is no
longer an officer of the Manager, (c) if a material change in his or her
duties occurs that are inconsistent with a position as officer the Fund, or
(d) upon his or her resignation, retirement, or death.


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

Carol E. Wolf,                   Senior Vice President of OppenheimerFunds, Inc.
Senior Vice President and        (since June 2000) and HarborView Asset Management
Portfolio Manager since 2008     Corporation (since June 2003); Vice President of
Age:  56                         the Manager (since August 2004),  an officer of 9

                                 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------

Mark S. Vandehey,                Senior Vice President and Chief Compliance Officer
Vice President and Chief         of OppenheimerFunds, Inc. (since March 2004);
Compliance Officer since 2004    Chief Compliance Officer of OppenheimerFunds
Age:  58                         Distributor, Inc., and Shareholder Services, Inc.
                                 (since March 2004); Vice President of the Manager,
                                 OppenheimerFunds Distributor, Inc., and
                                 Shareholder Services, Inc. (since June 1983);
                                 Former Vice President and Director of Internal
                                 Audit of OppenheimerFunds, Inc. (1997-February
                                 2004). An officer of 103 portfolios in the
                                 Oppenheimer funds complex.

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

Brian W. Wixted,                 Senior Vice President and Treasurer of
Treasurer and Principal          OppenheimerFunds, Inc. (since March 1999);
Financial &amp; Accounting Officer   Treasurer of the following: Shareholder Services,
since 1999                       Inc., HarbourView Asset Management Corporation,
Age: 48                          Shareholder Financial Services, Inc., Oppenheimer
                                 Real Asset Management, Inc. 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 (charitable trust program established by
                                 the Manager) (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). An officer of 103 portfolios in
                                 the OppenheimerFunds complex.

- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Brian Petersen,                  Vice President of OppenheimerFunds, Inc. (since

Assistant Treasurer since 2004   February 2007); Assistant Vice President (August
Age: 38                          2002-February 2007); Manager/Financial Product
                                 Accounting of OppenheimerFunds, Inc. (November
                                 1998-July 2002). An officer of 103 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: 38                          and Compliance of First Data Corporation (April
                                 2003-July 2004); Manager of Compliance of Berger
                                 Financial Group LLC (May 2001-March 2003). An
                                 officer of 103 portfolios in the OppenheimerFunds
                                 complex.

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

Robert G. Zack,                  Executive Vice President (since January 2004) and
Vice President &amp; Secretary       General Counsel (since March 2002) of
since 2001                       OppenheimerFunds, Inc.; General Counsel of the
Age: 60                          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). An officer of 103 portfolios in the
                                 OppenheimerFunds complex.

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

Lisa I. Bloomberg,               Vice President (since May 2004) and Deputy General
Assistant Secretary since 2004   Counsel (since May 2008) of OppenheimerFunds,
Age:  40                         Inc.; Associate Counsel (May 2004-May 2008) of
                                 OppenheimerFunds Inc.; First Vice President (April
                                 2001-April 2004), Associate General Counsel
                                 (December 2000-April 2004) of UBS Financial
                                 Services, Inc. An officer of 103 portfolios in the
                                 OppenheimerFunds complex.

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

Kathleen T. Ives,                Vice President (since June 1998), Deputy General
Assistant Secretary              Counsel (since May 2008) and Assistant Secretary
since 2001                       (since October 2003); Senior Counsel (October
Age: 42                          2003-May 2008) of OppenheimerFunds, Inc.; Vice
                                 President (since 1999) and Assistant Secretary
                                 (since October 2003) of the Distributor; Assistant
                                 Secretary of the Manager (since October 2003);
                                 Vice President and Assistant Secretary of
                                 Shareholder Services, Inc. (since 1999); Assistant
                                 Secretary of OppenheimerFunds Legacy Program and
                                 Shareholder Financial Services, Inc. (since
                                 December 2001); Senior General Counsel of
                                 OppenheimerFunds, Inc.(October 2003-May 2008). An
                                 officer of 103 portfolios in the OppenheimerFunds
                                 complex.

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

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


Remuneration of the Officers and Trustees. The officers and the interested
Trustee of the Trust, 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, 2008. 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, 2007.


- ------------------------------------------------------------------------------
  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, 2008           31, 2007

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

 William L. Armstrong                    $2,223               $228,062

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

George C. Bowen                          $1,637               $158,000
 Audit Committee Chairman

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

  Audit Committee Member and             $1,622               $189,600
Governance Committee Member

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

Jon S. Fossel                            $1,469               $161,423

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

Sam Freedman                             $1,704               $178,277

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

Richard Grabish((3))                     $1,482               $158,000

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

   Review Committee Member and         $1,482((4))            $158,000
Governance Committee Member

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

   Governance Committee Chairman         $1,704               $181,700
and Audit Committee Member

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

  Audit Committee Member and             $1,482             $239,664((5))
  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, Oppenheimer Core Bond Fund, Oppenheimer Limited Term
   Government Fund, Panorama Series Fund, Inc., Oppenheimer Principal
   Protected Trust, Oppenheimer Principal Protected Trust II, Oppenheimer
   Principal Protected Trust III, Oppenheimer Senior Floating Rate Fund,
   Oppenheimer Portfolio Series Fixed Income Active Allocation Fund,
   Oppenheimer Master Event-Linked Bond Fund, LLC and Oppenheimer Master Loan
   Fund, LLC.
4.    Includes $1,482 deferred by Ms. Hamilton under the "Compensation
   Deferral Plan" described below.
5.    Includes $81,664 compensation paid to Mr. Marshall for serving as a
   Trustee for MassMutual Select Funds and MML Series Investment Fund.


|X|   Compensation Deferral Plan for Trustees.  The Board of Trustees has
adopted a Compensation Deferral 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 October 6, 2008 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 &amp; Sons, Inc. ("Edwards") for the Sole Benefit of its
Customers, Attn. Money Fund Dept., 1 North Jefferson Avenue, St. Louis,
Missouri 63103, which owned 2,056,225,515 shares of the Trust which was
99.15% 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.


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.

    The Code of Ethics is an exhibit to the Trust's registration statement
filed with the SEC and can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. You can obtain information about the hours
of operation of the Public Reference Room by calling the SEC at
1.202.551.8090. The Code of Ethics can also be viewed as part of the Trust's
registration statement on the SEC's EDGAR database at the SEC's Internet
website at www.sec.gov. Copies may be obtained, after paying a duplicating
fee, by electronic request at the following E-mail address:
publicinfo@sec.gov., or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.

      |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
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
      2006                                 $7,265,322
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
      2007                                 $7,485,819
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

      2008                                 $8,423,806

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


      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  2006, 2007 or 2008.


      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 Carol E. Wolf
(referred to as "Portfolio Manager"). She 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, Ms. Wolf 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 Ms. Wolf as of June 30, 2008. No account has a performance-based
advisory fee:


     Portfolio                 Total                   Total           Total
                                                     Assets in
                               Assets in  Other        Other
                      RegistereRegistered Pooled      Pooled            Assets
                      InvestmenInvestment InvestmentInvestment  Other  in Other
                      CompaniesCompanies  Vehicles   Vehicles   AccountAccounts
     Manager          Managed  Managed(1)  Managed  Managed(1)  ManagedManaged(2)
     ----------------------------------------------------------------------------
     ----------------------------------------------------------------------------

                         8                    1                  None
      Carol E. Wolf              $17,077              $187                None
      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, 2008
      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 stock 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 benchmark selected by
      management. The benchmark with respect to the Fund is the iMoneyNet
      Retail National 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, 2008 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, analytical software 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 (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, 2008 payments under the plan totaled
$4,082,387. The Distributor retained nothing and the remaining balance was
paid out by the Distributor to recipients, which included $4,647 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, 2008, the Manager paid, in the
aggregate, $5,362,289 in fees out of its own resources for distribution
assistance to A.G. Edwards &amp; 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 Statement of Additional Information.
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 FINRA. 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 Statement of Additional
Information. You should ask your financial intermediary for information about
any payments it receives from the 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, 2007, 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:


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

1st Global Capital Company              Legend Equities Corporation

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

Advantage Capital Corporation           Lincoln Benefit National Life

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

Aegon USA                               Lincoln Financial Advisors Corporation

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

Aetna Life Insurance & Annuity Company  Lincoln Investment Planning, Inc.

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

AG Edwards & Sons, Inc.                 Linsco Private Ledger Financial

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

AIG Financial Advisors                  Massachusetts Mutual Life Insurance
                                        Company

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

AIG Life Variable Annuity               McDonald Investments, Inc.

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

Allianz Life Insurance Company          Merrill Lynch Pierce Fenner &amp; Smith,
                                        Inc.

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

Allmerica Financial Life Insurance &amp;    Merrill Lynch Insurance Group
Annuity Company

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

Allstate Life Insurance Company         MetLife Investors Insurance Company

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

American Enterprise Life Insurance      MetLife Securities, Inc.

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

American General Annuity Insurance      Minnesota Life Insurance Company

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

American Portfolios Financial           MML Investor Services, Inc.
Services, Inc.

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

Ameriprise Financial Services, Inc.     Mony Life Insurance Company

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

Ameritas Life Insurance Company         Morgan Stanley &amp; Company, Inc.

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

Annuity Investors Life Insurance        Multi-Financial Securities Corporation
Company

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

Associated Securities Corporation       Mutual Service Corporation

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

AXA Advisors LLC                        NFP Securities, Inc.

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

AXA Equitable Life Insurance Company    Nathan &amp; Lewis Securities, Inc.

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

Banc One Securities Corporation         National Planning Corporation

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

Cadaret Grant & Company, Inc.           Nationwide Financial Services, Inc.

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

CCO Investment Services Corporation     New England Securities Corporation

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

Charles Schwab & Company, Inc.          New York Life Insurance & Annuity
                                        Company

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

Chase Investment Services Corporation   Oppenheimer & Company

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

Citicorp Investment Services, Inc.      PFS Investments, Inc.

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

Citigroup Global Markets Inc.           Park Avenue Securities LLC

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

CitiStreet Advisors LLC                 Phoenix Life Insurance Company

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

Citizen's Bank of Rhode Island          Plan Member Securities

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

Columbus Life Insurance Company         Prime Capital Services, Inc.

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

Commonwealth Financial Network          Primevest Financial Services, Inc.

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

Compass Group Investment Advisors       Protective Life Insurance Company

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

CUNA Brokerage Services, Inc.           Prudential Investment Management
                                        Services LLC

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

CUSO Financial Services, LLP            Raymond James &Associates, Inc.

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

E*TRADE Clearing LLC                    Raymond James Financial Services, Inc.

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

Edward  Jones                           RBC Dain Rauscher Inc.

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

Essex National Securities, Inc.         Royal Alliance Associates, Inc.

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

Federal Kemper Life Assurance Company   Securities America, Inc.

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

Financial Network                       Security Benefit Life Insurance
                                        Company

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

Financial Services Corporation          Security First-Metlife Investors
                                        Insurance Company

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

GE Financial Assurance                  SII Investments, Inc.

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

GE Life &amp; Annuity                       Signator Investors, Inc.

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

Genworth Financial, Inc.                Sorrento Pacific Financial LLC

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

GlenBrook Life & Annuity Company        Sun Life Assurance Company of Canada

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

Great West Life & Annuity Company       Sun Life Insurance & Annuity Company
                                        of New York

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

GWFS Equities, Inc.                     Sun Life Annuity Company Ltd.

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

Hartford Life Insurance Company         SunTrust Bank

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

HD Vest Investment Services, Inc.       SunTrust Securities, Inc.

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

Hewitt Associates LLC                   Thrivent Financial Services, Inc.

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

IFMG Securities, Inc.                   Towers Square Securities, Inc.

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

ING Financial Advisers LLC              Travelers Life & Annuity Company

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

ING Financial Partners, Inc.            UBS Financial Services, Inc.

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

Invest Financial Corporation            Union Central Life Insurance Company

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

Investment Centers of America, Inc.     United Planners Financial Services of
                                        America

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

Jefferson Pilot Life Insurance Company  Wachovia Securities, Inc.

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

Jefferson Pilot Securities Corporation  Walnut Street Securities, Inc.

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

John Hancock Life Insurance Company     Waterstone Financial Group

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

JP Morgan Securities, Inc.              Wells Fargo Investments

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

Kemper Investors Life Insurance Company Wescom Financial Services

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


      For the year ended December 31, 2007, 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:

1st Global Capital Co.                    Lincoln Investment Planning, Inc.
AG Edwards                                Lincoln National Life Insurance Co.
ACS HR Solutions                          Linsco Private Ledger Financial
ADP                                       Massachusetts Mutual Life Insurance
                                          Company
AETNA Life Ins & Annuity Co.              Matrix Settlement & Clearance
                                          Services
Alliance Benefit Group                    McDonald Investments, Inc.
American Enterprise Investments           Mercer HR Services
American Express Retirement Service       Merrill Lynch
American United Life Insurance Co.        Mesirow Financial, Inc.
Ameriprise Financial Services, Inc.       MetLife
Ameritrade, Inc.                          MFS Investment Management
AMG (Administrative Management Group)     Mid Atlantic Capital Co.
AST (American Stock & Transfer)           Milliman USA
AXA Advisors                              Morgan Keegan &Co, Inc.
Bear Stearns Securities Co.               Morgan Stanley Dean Witter
Benefit Administration Company, LLC       Mutual of Omaha Life Insurance Co.
Benefit Administration, Inc.              Nathan & Lewis Securities, Inc.
Benefit Consultants Group                 National City Bank
Benefit Plans Administration              National Deferred Comp
Benetech, Inc.                            National Financial
Bisys                                     National Investor Services Co.
Boston Financial Data Services            Nationwide Life Insurance Company
Charles Schwab & Co, Inc.                 Newport Retirement Services, Inc.
Citigroup Global Markets Inc.             Northwest Plan Services, Inc.
CitiStreet                                NY Life Benefits
City National Bank                        Oppenheimer & Co, Inc.
Clark Consulting                          Peoples Securities, Inc.
CPI Qualified Plan Consultants, Inc.      Pershing LLC
DA Davidson & Co.                         PFPC
DailyAccess Corporation                   Piper Jaffray & Co.
Davenport & Co, LLC                       Plan Administrators, Inc.
David Lerner Associates, Inc.             Plan Member Securities
Digital Retirement Solutions, Inc.        Primevest Financial Services, Inc.
DR, Inc.                                  Principal Life Insurance Co.
Dyatech, LLC                              Prudential Investment Management
                                          Services LLC
E*Trade Clearing LLC                      PSMI Group, Inc.
Edward D Jones & Co.                      Quads Trust Company
Equitable Life / AXA                      Raymond James & Associates, Inc.
ERISA Administrative Svcs, Inc.           Reliance Trust Co.
ExpertPlan, Inc.                          Reliastar Life Insurance Company
FASCore LLC                               Robert W Baird & Co.
Ferris Baker Watts, Inc.                  RSM McGladrey
Fidelity                                  Scott & Stringfellow, Inc.
First Clearing LLC                        Scottrade, Inc.
First Southwest Co.                       Southwest Securities, Inc.
First Trust - Datalynx                    Standard Insurance Co
First Trust Corp                          Stanley, Hunt, Dupree &amp; Rhine
Franklin Templeton                        Stanton Group, Inc.
Geller Group                              Sterne Agee & Leach, Inc.
Great West Life                           Stifel Nicolaus & Co, Inc.
H&R Block Financial Advisors, Inc.        Sun Trust Securities, Inc.
Hartford Life Insurance Co.               Symetra Financial Corp.
HD Vest Investment Services               T. Rowe Price
Hewitt Associates LLC                     The 401k Company
HSBC Brokerage USA, Inc.                  The Princeton Retirement Group Inc.
ICMA - RC Services                        The Retirement Plan Company, LLC
Independent Plan Coordinators             TruSource Union Bank of CA
Ingham Group                              UBS Financial Services, Inc.
Interactive Retirement Systems            Unified Fund Services (UFS)
Invesmart (Standard Retirement Services,
Inc.)                                     US Clearing Co.
Janney Montgomery Scott, Inc.             USAA Investment Management Co.
JJB Hillard W L Lyons, Inc.               USI Consulting Group
John Hancock                              VALIC Retirement Services
JP Morgan                                 Vanguard Group
July Business Services                    Wachovia
Kaufman &Goble                           Web401K.com
Legend Equities Co.                       Wedbush Morgan Securities
Legg Mason Wood Walker                    Wells Fargo Bank
Lehman Brothers, Inc.                     Wilmington Trust
Liberty Funds Distributor, Inc./Columbia
Management



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 SEC.  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     The Trust's performance returns may not reflect the effect of taxes on
         dividends and capital gains distributions.

o     An investment in the Trust is not insured by the FDIC or any other
         government agency.

o     The principal value of the Trust's shares, its yields and total returns
         are not guaranteed and normally will fluctuate on a daily basis.
o     When an investor's shares are redeemed, they may be worth more or less
         than their original cost.

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


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 6/30/08)

ended        (7 days

 6/30/08)     ended
            6/30/08)

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

                          6/30/08)       (7 days

                                          ended

                                         6/30/08)

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

  1.18%       1.18%         1.82%         1.82%      2.44%    1.90%    2.02%

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

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

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

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


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

How to Buy Shares


Determination of Net Asset Value Per Share. The net asset value per share of
the Trust is determined twice each day that the New York Stock Exchange (the
"NYSE") is open, at 12:00 Noon and at 4:00 p.m., on each day that the NYSE is
open, by dividing the value of the Trust's net assets by the total number of
shares outstanding. All references to time in this Statement of Additional
Information mean "Eastern time."  The NYSE's most recent annual announcement
(which is subject to change) states that it will close on New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.  It may also
close on other days.


      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 United Missouri Bank (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 the same class of other eligible Trusts. You can
obtain a current list showing which Trusts offer which classes of shares by
calling the Distributor or Sub-Distributor at the telephone number indicated
on the front cover of this Statement of Additional Information.

     As stated in the  Prospectus,  shares of a particular  class of Oppenheimer
funds having more than one class of shares may be  exchanged  only for shares of
the same class of other Oppenheimer funds. Shares of Oppenheimer funds that have
a single class without a class  designation are deemed "Class A" shares for this
purpose.  The prospectus of each of the Oppenheimer  funds indicates which share
class or classes that fund offers and provides  information about limitations on
the purchase of particular share classes, as applicable for the particular fund.
You can also obtain a current  list showing  which funds offer which  classes of
shares by calling the Distributor at the telephone number indicated on the front
cover of this Statement of Additional Information.

     The Trust may amend,  suspend or terminate  the  exchange  privilege at any
time.  Although the Trust may impose those  changes at any time, it will provide
you with  notice of the 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, except in extraordinary circumstances.


     |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  might  require  the
disposition  of  portfolio  securities  at a time or at a price  that  might  be
disadvantageous to the Trust, the Trust may refuse the request.


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


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

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

Dividends and Taxes

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


     The tax  discussion  in the  Prospectus  and this  Statement of  Additional
Information is based on tax law in effect on the date of the Prospectus and this
Statement of Additional  Information.  Those laws and regulations may be changed
by legislative,  judicial, or administrative action,  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  including net income
derived from an interest in a qualified publicly traded partnership.

     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  or in the  securities  of one or more  qualified
publicly traded partnerships.  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.  Trust  investments  in  partnerships,
including qualified publicly traded partnerships,  may result in the Trust being
subject to state, local or foreign income, franchise or withholding liabilities.


     |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 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.

     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  intermediaries  and 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. At a meeting held on August 20,
2008, the Board of Trustees of the Trust  appointed KPMG LLP as the  independent
registered public  accounting firm to the Trust for fiscal year 2009,  replacing
the firm of Deloitte &amp; Touche LLP, effective at the conclusion of the fiscal
2008  audit.  During  the two most  recent  fiscal  years the audit  reports  of
Deloitte &amp;  Touche LLP contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty,  audit scope or accounting
principles.  Further, there were no disagreements between the Trust and Deloitte
&amp; Touche LLP on accounting  principles,  financial  statement  disclosure or
audit scope,  which if not resolved to the satisfaction of Deloitte &amp; Touche
LLP would have caused it to make  reference to the  disagreements  in connection
with its reports.

KPMG LLP serves as the  independent  registered  public  accounting firm for the
Fund. KPMG LLP audits the Fund's financial statements and performs other related
audit and tax services.  KPMG llp also acts as the independent registered public
accounting  firm for the Manager and certain  other funds advised by the Manager
and its  affiliates.  Audit and non-audit  services  provided by KPMG LLP to the
Fund must be pre-approved by the Audit Committee.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF CENTENNIAL TAX EXEMPT
TRUST: We have audited the accompanying statement of assets and
liabilities of Centennial Tax Exempt Trust (the "Trust"), including
the statement of investments, as of June 30, 2008, and the related
statement of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial
highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements
and financial highlights based on our audits.

     We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. The Trust is
not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included
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,
2008, 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 the Trust as of June 30, 2008,
the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended,
and the financial highlights for each of the five years in the period
then ended, in conformity with accounting principles generally
accepted in the United States of America.

DELOITTE & TOUCHE LLP


Denver, Colorado
August 8, 2008



STATEMENT OF INVESTMENTS June 30, 2008

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
SHORT-TERM TAX-EXEMPT OBLIGATIONS--100.8%
ALABAMA--2.7%
AL IDAU RB, Scientific Utilization Project, Series 1996, 2.16%(1)       $   810,000   $      810,000
AL IDAU RB, Well Built Cabinet, Inc. Project, 1.81%(1)                      220,000          220,000
AL IDAU RB, Whitesell Project, 1.90%(1)                                   1,085,000        1,085,000
Autauga Cnty., AL IDAU RB, Marshall Prattville, 1.91%(1)                  2,205,000        2,205,000
Berry, AL IDAU RB, Berry Wood Products LLC, 2.30%(1)                        725,000          725,000
Birmingham, AL Medical Clinic Board RB, University of Alabama
   Health Service Facilities, Series 1998, 1.53%(1)                      11,525,000       11,525,000
Birmingham, AL Special Care Facilities FAU RB, United Cerebral
   Palsy Project, 1.61%(1)                                                1,610,000        1,610,000
Calhoun Cnty., AL ED Council RB, Southern Bag Corp. Ltd. Expansion
   Project, Series 1998, 1.86%(1)                                         2,500,000        2,500,000
Cullman Cnty., AL SWD Authority RB, Cullman Environmental, Inc.
   Project, Series 2003-A, 2.30%(1)                                       1,440,000        1,440,000
Fairhope, AL AA Airport Improvement RB, Series 2007, 1.86%(1)             8,845,000        8,845,000
Florence, AL IDB IDV RB, Nichols Wire, Inc. Project, Series A,
   1.90%(1)                                                               2,535,000        2,535,000
Gardendale, AL MH RRB, Ascot Place Apts., 1.52%(1)                        1,465,000        1,465,000
Gardendale, AL MH RRB, Meadow Wood Apts., 1.52%(1)                        1,484,000        1,484,000
Gardendale, AL MH RRB, Woodbrook Apts. Project, 1.52%(1)                  2,925,000        2,925,000
Hoover, AL MH RB, Royal Oaks Apts. Project, Series 2004, 1.60%(1)         5,200,000        5,200,000
Lee Cnty., AL IDAU RB, LifeSouth Community Blood Centers, Inc.
   Project, 1.58%(1)                                                        345,000          345,000
Mobile, AL IDB RB, HighProv LLC Project 2006, 1.86%(1)                    6,000,000        6,000,000
Montgomery, AL IDB RB, Asphalt Contractors, Inc., 1.90%(1)                  200,000          200,000
Shelby Cnty., AL Economic & IDAU RB, M.D. Henry Co., Inc. Project,
   2.55%(1)                                                                 625,000          625,000
Spanish Fort, AL RA RB, MACON Trust Certificates Series 2007-306,
   1.59%(1, 2)                                                            4,295,000        4,295,000
Tuscaloosa Cnty., AL BOE RB, Series 97-B, 1.61%(1)                          900,000          900,000
Tuscaloosa Cnty., AL IDAU RB, Gulf Opportunity Zone Hunt Refining
   Project, Series 2007, 1.71%(1)                                        10,000,000       10,000,000
                                                                                      --------------
                                                                                          66,939,000

ARIZONA--2.7%
AZ First Matrix Charter School Trust II Pass-Through Certificates,
   Series 2005, Cl. A, 1.75%(1, 2)                                       11,681,000       11,681,000
AZ HFAU Hospital System RB, BNP Paribas STARS Certificate Trust-
   Series 2007-8, 1.71%(1, 2)                                            12,450,000       12,450,000
Chandler, AZ IDAU RB, Tri-City Baptist Church Project, Series 2007,
   1.63%(1)                                                               5,200,000        5,200,000
Phoenix, AZ Civic Improvement Corp. WS BANs, Series 2007A, 1.60%,
   9/4/08                                                                 5,000,000        5,000,000
Phoenix, AZ IDAU RB, Pilgrim Rest Foundation, Inc. Project, Series A,
   1.80%(1)                                                               4,500,000        4,500,000
Phoenix, AZ IDAU Student Hsg. RB, MSTFC Series 2079, 1.61%(1, 2)          9,745,000        9,745,000


                         CENTENNIAL TAX EXEMPT TRUST


STATEMENT OF INVESTMENTS Continued

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
ARIZONA Continued
Pima Cnty., AZ GOUN, P-Floats Series PZ-195, 1.57%(1, 2)                $10,720,000   $   10,720,000
Tempe, AZ IDAU MH RB, P-Floats Series MT-067, 1.69%(1, 2)                 8,295,000        8,295,000
                                                                                      --------------
                                                                                          67,591,000

CALIFORNIA--4.5%
CA GOUN, Series DC8035, 1.57%(1, 2)                                      15,000,000       15,000,000
CA GOUN, SPEARS Deutsche Bank/Lifers Trust-Series DB-363, 1.53%(1, 2)     3,480,000        3,480,000
CA GOUN, SPEARS Deutsche Bank/Lifers Trust-Series DBE-637, 1.62%(1, 2)   20,860,000       20,860,000
CA Northstar Community Housing Corp. RB, MH Project, Series 2006A,
   1.55%(1)                                                               3,000,000        3,000,000
CA SCDAU MH RRB, PTTR, IAC Project, Series 2680, 1.65%(1, 2)             18,000,000       18,000,000
CA SCDAU RB, MSTFC Series 2008-2742, 1.61%(1, 2)                          5,010,000        5,010,000
Foothill-De Anza, CA Community College District GOUN, Series 1844,
   1.61%(1, 2)                                                           26,000,000       26,000,000
Irvine, CA USD SPTX Bonds, Austin Trust Certificates- Series BOA 315,
   1.62%(1, 2)                                                            1,575,000        1,575,000
Los Angeles, CA Water & Power RB, ETET Series 2006-0010, Cl. A,
   1.56%(1, 2)                                                            6,000,000        6,000,000
Oxnard, CA FAU Water RB, Eclipse Funding Trust Solar Eclipse
   Certificates-Series 2006-0085, 1.58%(1, 2)                             3,000,000        3,000,000
San Bernardino, CA GOUN, Austin Trust Certificates- Series 2008-1072,
   1.56%(1, 2)                                                            3,865,000        3,865,000
San Diego, CA PFFAU Water RB, PTTR, Series 2595, 1.55%(1, 2)              6,445,000        6,445,000
                                                                                      --------------
                                                                                         112,235,000

COLORADO--5.5%
Arista, CO Metro District Special Ltd. RB, Broomfield Event Center
   Parking Project, Series 2006A, 1.65%(1)                                4,980,000        4,980,000
Aurora, CO Centretech Metropolitan District Improvement REF GOUN,
   Series A, 1.55%(1)                                                     3,535,000        3,535,000
Brighton, CO Crossing Metro District No. 4 RB, Series 2004, 1.67%(1)      5,000,000        5,000,000
CO Centerra Metropolitan District No. 1 Improvement RRB, 1.60%(1)        14,000,000       14,000,000
CO ECFA RB, St. Mary's Academy Project, Series 1999, 1.70%(1)             2,895,000        2,895,000
CO Harvest Junction Metropolitan District GOLB, 1.60%(1)                  2,600,000        2,600,000
CO HFA ED RB, Certex Co. Project, Series 2007, 1.75%(1)                   2,200,000        2,200,000
CO HFA ED RB, YRC LLC Project, Series 2005, 1.75%(1)                      1,530,000        1,530,000
CO Park 70 Metropolitan District GOLB, 1.80%, 12/1/08(3)                  4,075,000        4,075,000
CO Regional Transportation District Sales Tax RB,
   ETET Series 2006-0120, Cl. A, 1.61%(1, 2)                              1,510,000        1,510,000
Colorado Springs, CO SPO RB, Heating & Plumbing Engineers Project,
   1.75%(1)                                                               2,100,000        2,100,000
Commerce City, CO GOUN, Northern Infrastructure General
   Improvement District, Series 2006, 1.55%(1)                            9,650,000        9,650,000


                         CENTENNIAL TAX EXEMPT TRUST


                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
COLORADO Continued
Concord Metro District, CO REF GOB, Improvement Projects, Series
   2004, 3.50%, 12/1/08(3)                                              $ 2,500,000   $    2,500,000
Cornerstar Metro District, CO Special RB, Series 2007, 1.63%(1)           6,500,000        6,500,000
Denver, CO Urban Renewal Authority Tax Increment RRB, Downtown
Denver Project, Series A-1, 1.60%(1)                                      4,000,000        4,000,000
Denver, CO Urban Renewal Authority Tax Increment RRB, Downtown
Denver Project, Series C, 1.60%(1)                                        8,000,000        8,000,000
Denver, CO Urban Renewal Authority Tax Increment RRB, Stapleton
Project, Series A-1, 1.57%(1)                                             4,000,000        4,000,000
Ebert Metro District, CO Securitization Trust GOLB,
Series 2004-S1, Cl. A2, 1.67%(1)                                          8,500,000        8,500,000
Ebert Metro District, CO Securitization Trust RB, Series 2005-S1,
Cl. A2, 1.67%(1, 2)                                                       3,000,000        3,000,000
Jefferson Cnty., CO SDI No. R-001 GOUN, PTTR, Series 2691, 1.63%(1, 2)    5,080,000        5,080,000
Midcities Metro District No. 1, CO RRB, Series 2004A, 1.60%(1)           14,420,000       14,420,000
Parker, CO Automotive Metro District GOLB, Series 2005, 3.50%(1)          4,510,000        4,510,000
Prairie Center Metro District No. 3, CO RB, Austin Trust
   Certificates-Series BOA 2007-319, 1.59%(1, 2)                          9,810,000        9,810,000
Westminster, CO MH RB, P-Floats Series MT-068, 1.74%(1, 2)               14,670,000       14,670,000
                                                                                      --------------
                                                                                         139,065,000

CONNECTICUT--0.8%
CT RB, Austin Trust Certificates-Series 2008-352, 1.57%(1, 2)            19,870,000       19,870,000
                                                                                      --------------
DELAWARE--0.5%
DE EDAU RB, Catholic Diocese of Wilmington Project, Series 2002,
   1.55%(1)                                                              11,300,000       11,300,000
                                                                                      --------------
FLORIDA--5.2%
Brevard Cnty., FL IDV RB, Designers Choice Cabinetry, Series 2006,
   1.80%(1)                                                               1,870,000        1,870,000
Brevard Cnty., FL RB, Holy Trinity Episcopal Academy, Series 1999,        1,530,000        1,530,000
1.57%(1)
Clay Cnty., FL DAU Educational Facilities RB, St. John's Country Day
   School Project, Series 2002, 1.53%(1)                                  2,995,000        2,995,000
Collier Cnty., FL IDAU RB, Gulf Coast American Blind, Series A,
   1.70%(1)                                                               2,460,000        2,460,000
Coral Gables, FL HFAU Hospital RB, Baptist Health of South Florida,
   5%, 8/15/08                                                            1,000,000        1,001,878
Dade Cnty., FL IDAU RB, U.S. Holdings, Inc. Project, Series 1996A,
   1.98%(1)                                                               1,200,000        1,200,000
Duval Cnty., FL School Board COP, Reset Option Certificates II-R
   Trust-Series 11305, 1.60%(1, 2)                                       11,450,000       11,450,000
FL Capital Projects FAU RB, Capital Projects Loan Program, Series
   1997A, 1.65%(1)                                                        1,030,000        1,030,000
FL Development Finance Corp. IDV RRB, Charlotte Community Project,
   Series 2001A3, 1.58%(1)                                                1,190,000        1,190,000
FL Higher Educational Facilities FAU RRB, Flagler College Project,
   Series 2005, 1.53%(1)                                                  5,295,000        5,295,000


                         CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS Continued

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
FLORIDA Continued
FL Local Government Finance Commission RB, Series A, 1.70%, 9/9/08      $ 3,449,000   $   3,449,000
Fort Pierce, FL HF RB, New Horizons, 1.63%(1)                             2,285,000       2,285,000
Gulfstream Park, FL CDD SPAST RB, Goldman Sachs Pool
   Trust-Series 2008-2G, 1.58%(1, 2)                                     12,060,000      12,060,000
Jacksonville, FL ED Commission RB, Goodwill Industries
   North Florida Project, Series 3, 1.57%(1)                              3,470,000       3,470,000
Jacksonville, FL EDLFA RB, Edward Waters College Project,
   Series 2001, 1.52%(1)                                                  1,455,000       1,455,000
Jacksonville, FL IDV RB, University of Florida Health Science Center
   Project 1989, 1.80%(1)                                                 2,100,000       2,100,000
Lake Cnty., FL Capital Improvement RB, SPEARS Deutsche
   Bank/Lifers Trust-Series DB-492, 1.60%(1, 2)                           7,000,000       7,000,000
Miami-Dade Cnty., FL EDLFA RB, MSTFC Series 2008-27 1.61%(1, 2)           7,410,000       7,410,000
Miami-Dade Cnty., FL EDLFA RRB, MSTFC Series 2006-2055, 1.61%(1, 2)      10,145,000      10,145,000
Miami-Dade Cnty., FL IDAU RB, United Way of Miami-Dade,
   Inc. Project, Series 2008, 1.52%(1)                                    5,000,000       5,000,000
Miami-Dade, FL SPO RB, SPEARS Deutsche Bank/Lifers
   Trust-Series DBE-538, 1.58%(1, 2)                                      2,265,000       2,265,000
Orange Cnty., FL HFAU RB, Presbyterian Retirement
   Communities Project, Series A, 1.60%(1)                                5,300,000       5,300,000
Orange Cnty., FL IDAU RB, Independent Blood & Tissue
   Services of Florida, Series 2002, 1.53%(1)                             2,530,000       2,530,000
Orange Cnty., FL IDAU RB, Trinity Preparatory School,
   Series 1998, 1.57%(1)                                                    800,000         800,000
Orange Cnty., FL School Board COP, SPEARS Deutsche Bank/Lifers
   Trust-Series DBE-553, 1.58%(1, 2)                                      3,445,000       3,445,000
Palm Beach, FL School Board COP, PTTR, Series 2089, 1.63%(1, 2)           1,445,000       1,445,000
Panama City Beach, FL TXAL Bonds, Eclipse Funding Trust Solar Eclipse
   Certificates-Series 2006-0129, 1.58%(1, 2)                             8,045,000       8,045,000
Pinellas Cnty., FL EDLFA RRB, Series 1985, 1.40%, 7/8/08                 11,700,000      11,700,000
Sarasota Cnty., FL Public Hospital District RRB, Sarasota Memorial
   Hospital Project, Series 2007B, 1.52%(1)                               3,000,000       3,000,000
Sarasota Cnty., FL RB, Sarasota Family YMCA Project, 1.50%(1)             1,760,000       1,760,000
St. John's, FL Water Management District Land Acquisition RRB,
   Series 2005, 3.25%, 7/1/08                                               500,000         500,000
University Athletic Assoc., Inc., FL Capital Improvement RB,
   University of Florida Stadium, 3.30%, 10/1/08(3)                       1,450,000       1,449,944
University of North Florida Financing Corp. RB, SPEARS Deutsche Bank/
   Lifers Trust-Series DBE-594, 1.58%(1, 2)                               5,305,000       5,305,000
                                                                                      -------------
                                                                                        131,940,822


                         CENTENNIAL TAX EXEMPT TRUST


                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
GEORGIA--4.3%
Atlanta, GA Urban Residential FAU MH RB, Parcel 25 Project,
   Series A, 1.62%(1)                                                   $ 2,310,000   $   2,310,000
Augusta, GA WSS RRB, PTTR, Series 2621, 1.63%(1)                          4,780,000       4,780,000
Bibb Cnty., GA DAU RB, Methodist Homes of South Georgia Conference
   Project, 1.58%(1)                                                        800,000         800,000
Clayton, GA HA RANs, Southern Regional Medical Center
   Project, Series 1998B, 1.53%(1)                                       28,075,000      28,075,000
Cobb Cnty., GA HA RANs, Equipment Pool Project, Series 2006, 1.57%(1)     1,100,000       1,100,000
DeKalb Cnty., GA DAU IDV RB, A.G. Rhodes Home, Inc. Project, 1.53%(1)     2,350,000       2,350,000
DeKalb Cnty., GA HAU MH RB, Crow Wood Arbor Assn., 1.52%(1)               1,760,000       1,760,000
DeKalb Cnty., GA HAU MH RRB, Stone Mill Run Apts. Project,
   Series 2000, 1.85%(1)                                                  1,310,000       1,310,000
DeKalb, Newton, & Gwinnett Cntys., GA Joint Development RB,
   GPC Real Estate Student, 1.52%(1)                                      3,760,000       3,760,000
Fulton Cnty., GA DAU RB, Lovett School Project, 1.53%(1)                  8,000,000       8,000,000
Fulton Cnty., GA DAU RB, Piedmont Healthcare, Inc., 1.53%(1)              1,800,000       1,800,000
Fulton Cnty., GA DAU RB, Trinity School, Inc. Project, 1.53%(1)           1,000,000       1,000,000
GA GOUN, MSTFC Series 1881, 1.20%(1, 4)                                  11,560,000      11,560,000
GA GOUN, Series 1993C, 5.25%, 7/1/08                                        740,000         740,000
GA GOUN, Series 1995D, 6.25%, 9/1/08                                      2,000,000       2,012,356
GA GOUN, Series 1996B, 6.25%, 4/1/09                                        500,000         516,327
GA GOUN, Series 1997C, 6.25%, 8/1/08                                        410,000         411,244
GA GOUN, Series 2006D, 4.50%, 7/1/08                                        500,000         500,000
GA GOUN, Series B, 5%, 7/1/08                                             1,000,000       1,000,000
GA GOUN, Series B, 5%, 7/1/08                                               600,000         600,000
GA Private Colleges & Universities Authority RRB, Mercer University
   Project, Series 2006A, 1.65%(1)                                        5,540,000       5,540,000
GA Private Colleges & Universities Authority RRB, Mercer University
   Project, Series 2006C, 1.65%(1)                                        8,750,000       8,750,000
GA REF GOUN, Reset Option Certificates II-R Trust-Series 11491,
   1.55%(1)                                                               4,000,000       4,000,000
Gwinnett Cnty., GA HA RANs, Gwinnett Hospital System, Inc. Project,
   Series 2008B, 1.50%(1)                                                 9,000,000       9,000,000
Macon-Bibb Cnty., GA HA RANs, Medical Center of Central Georgia,
   1.53%(1)                                                               1,100,000       1,100,000
Roswell, GA HAU MH RRB, Azalea Park Apts., 1.57%(1)                       4,100,000       4,100,000
Thomasville, GA HA RANs, John D. Archbold Hospital, 1.53%(1)              1,200,000       1,200,000
                                                                                      -------------
                                                                                        108,074,927
IDAHO--0.3%
Cassia Cnty., ID IDC RB, East Valley Cattle LLC Project, 1.75%(1)         7,000,000       7,000,000
Hailey, ID IDC RB, Rocky Mountain Hardware Project, Series 2006,
   1.75%(1)                                                               1,210,000       1,210,000
                                                                                      -------------
                                                                                          8,210,000


                         CENTENNIAL TAX EXEMPT TRUST


STATEMENT OF INVESTMENTS Continued

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
ILLINOIS--4.8%
Chicago, IL Board of Education GOUN, SPEARS Deutsche Bank/Lifers
   Trust-Series DBE-653, 1.58%(1, 2)                                    $ 8,615,000   $   8,615,000
Chicago, IL O'Hare International Airport RB, SPEARS Deutsche
   Bank/Lifers Trust-Series DBE-534, 1.58%(1, 2)                          2,285,000       2,285,000
Chicago, IL O'Hare International Airport RRB, PTTR, Series 2500,
   1.63%(1, 2)                                                            3,010,000       3,010,000
Chicago, IL O'Hare International Airport RRB, PTTR, Series 2501,
   1.63%(1, 2)                                                            1,850,000       1,850,000
Chicago, IL RB, Boys & Girls Clubs of Chicago Project, Series 2000,
   3.05%(1)                                                                 600,000         600,000
Crestwood, IL Tax Increment RB, Series 2004, 1.61%(1)                    14,370,000      14,370,000
East Peoria, IL CDAU RRB, The Kroger Co., Series 2003, 1.65%(1)           3,125,000       3,125,000
Hamilton Memorial Hospital, IL RB, 1.61%(1)                              18,500,000      18,500,000
IL DFA IDV RB, Knead Dough Baking Co. Project, 2.55%(1)                     800,000         800,000
IL DFA RB, Chicago Educational TV Assn., Series 1994A, 1.80%(1)           1,500,000       1,500,000
IL DFA RB, Foundation for Safety Project, Series 1992, 1.55%(1)           4,750,000       4,750,000
IL DFA RB, Oak Crest Residence Project, Series 2000, 2.30%(1)             2,800,000       2,800,000
IL DFA RB, Shelby Memorial Hospital Assn., Inc., Series 1999B-1,
   1.70%(1)                                                               3,325,000       3,325,000
IL FAU IDV RB, E. Kinast Project, Series 2005A, 2.53%(1)                    700,000         700,000
IL FAU RB, Sauk Valley Community College Project, Series 2004A,
   1.60%(1)                                                               6,725,000       6,725,000
IL HFAU RB, Swedish Covenant Hospital, 1.45%(1)                           5,875,000       5,875,000
IL PCFAU RRB, Commonwealth Edison Co., Series 2008 D, 1.50%(1)            8,000,000       8,000,000
IL SDI No. 308 GOUN, SPEARS Deutsche Bank/Lifers Trust-Series DB-651,
   1.58%(1, 2)                                                            6,455,000       6,455,000
Lake Zurich, IL IDV RB, Rose Road LLC Project, Series 2004, 2.55%(1)        400,000         400,000
Lakemoor, IL MH RB, Lakemoor Apts. Project, Series 1985B, 1.76%(1)       15,330,486      15,330,486
Schaumburg, IL MH RRB, Treehouse II Apts. Project, 1.80%(1)               5,210,000       5,210,000
West Frankfort, IL IDV RRB, The Kroger Co., Series 2004, 1.65%(1)           800,000         800,000
Wheeling, IL Industrial Project RB, V-S Industries, Inc. Project,
   1.95%(1)                                                               1,200,000       1,200,000
Will Cnty., IL Community High SDI No. 210 Lincoln-Way GOUN,
   Reset Option Certificates II-R Trust-Series 631, 1.61%(1, 2)           4,355,000       4,355,000
                                                                                      -------------
                                                                                        120,580,486

INDIANA--3.1%
Brownstown District, IN School Building Corp. First Mortgage RB,
   Series 1999, 4.55%, 7/1/08                                               300,000         307,052
Carmel, IN RED District Tax Increment RB, Merchants' Pointe Project,
   Series 2001A, 1.64%(1)                                                   590,000         590,000
Hammond, IN ED RB, Castle & Co. Project, Series 1994, 2.55%(1)              300,000         300,000
IN DFA ED RB, IVC Industrial Coatings, Inc. Project, 2.55%(1)             1,465,000       1,465,000
IN EDLFA RB, Indiana Wesleyan University Project, Series B, 1.55%(1)      1,000,000       1,000,000
IN EDLFA RB, University of Evansville Project, Series 2001B, 1.81%(1)       500,000         500,000
IN FAU Highway RRB, P-Floats Series PT-3986, 1.56%(1, 2)                 10,035,000      10,035,000


                         CENTENNIAL TAX EXEMPT TRUST

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
INDIANA Continued
IN FAU RB, Educational Facilities University of Indianapolis
   Project, 1.57%(1)                                                    $ 6,900,000   $    6,900,000
IN H&EFA RRB, PTTR, Series 2842, 1.60%(1, 2)                             13,645,000       13,645,000
IN HFFAU Hospital RB, Community Hospitals Project, Series B, 1.55%(1)       590,000          590,000
IN HFFAU RB, Ascension Health, Series 2003E-6, 1.75%, 11/15/08(3)         7,125,000        7,125,000
IN HFFAU RB, Clark Memorial Hospital Project, Series 2001, 1.55%(1)       6,840,000        6,840,000
IN HFFAU RRB, Ascension Health, Series 2002F, 5.50%, 11/15/08               500,000          503,576
IN Multi-School Building Corp. RRB, Eclipse Funding Trust Solar
   Eclipse Certificates-Series 2007-0026, 1.58%(1, 2)                     4,435,000        4,435,000
Indianapolis, IN ED RB, Visiting Nurse Service Foundation, 1.75%(1)         965,000          965,000
Mt. Vernon of Hancock Cnty., IN RB, SPEARS Deutsche Bank/Lifers
   Trust-Series DBE-584, 1.58%(1, 2)                                      9,420,000        9,420,000
St. Joseph Cnty., IN ED RB, Hannah & Friends Project, 1.60%(1)            2,210,000        2,210,000
Valpraiso, IN ED RB, Pines Village Retirement Community Project,
   Series 2008, 1.62%(1)                                                 10,595,000       10,595,000
                                                                                      --------------
                                                                                          77,425,628

IOWA--0.1%
Le Mars, IA IDV RB, Feuerhelm Properties LP Project, Series 2000A,
   1.75%(1)                                                               1,850,000        1,850,000
                                                                                      --------------
KANSAS--0.1%
Wichita, KS Recreational Facilities RB, YMCA of Wichita Project,
   Series XI 1998, 1.60%(1)                                               3,300,000        3,300,000
                                                                                      --------------
KENTUCKY--2.1%
Bath Cnty., KY Industrial Building RB, Cintas Sales Corp. Project,
   Series 1992, 1.81%(1)                                                    420,000          420,000
Christian Cnty., KY Assn. of Cntys. Leasing Trust RB, Series B,
   1.70%(1)                                                               2,000,000        2,000,000
Hancock Cnty., KY Industrial Building RRB, Southwire Co. Project,
   Series 1992A, 1.65%(1)                                                10,000,000       10,000,000
Hancock Cnty., KY SWD RB, NSA Ltd. Project, Series 1998, 1.85%(1)         7,815,000        7,815,000
KY TUAU ED Road RRB, Revitalization Project, 5.75%, 7/1/08                1,000,000        1,000,000
Louisville & Jefferson Cnty., KY RB, Eclipse Funding Trust Solar
   Eclipse Certificates-Series 2006-0087, 1.58%(1, 2)                     8,755,000        8,755,000
Louisville & Jefferson Cnty., KY RRB, Reset Option Certificates II-R
   Trust-Series 672CE, 1.59%(1, 2)                                        3,565,000        3,565,000
Montgomery Cnty., KY Industrial Building RB, Connecticut Fineblanking
   Corp. Project, 1.72%(1)                                                2,000,000        2,000,000
Morgantown, KY SWD Facilities RB, IMCO Recycling, Inc. Project,
   Series 2004, 1.80%(1)                                                  5,000,000        5,000,000
Oldham Cnty., KY Industrial Building RB, Parts Unlimited, Inc.
   Project, Series 2005, 1.91%(1)                                         1,963,000        1,963,000
Somerset, KY Industrial Building RB, Tibbals Flooring Co. Project,
   Series 1989, 1.90%(1)                                                 10,000,000       10,000,000
                                                                                      --------------
                                                                                          52,518,000


                         CENTENNIAL TAX EXEMPT TRUST


STATEMENT OF INVESTMENTS Continued

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
LOUISIANA--1.6%
LA HFA MH RB, Walmsley Housing Corp. Project, Series 2004, 1.60%(1)     $ 2,300,000   $    2,300,000
LA Local Government Environmental Facilities CDAU RB, Hollybrook
   Cottonseed Processing, 1.75%(1)                                        1,800,000        1,800,000
LA Local Government Environmental Facilities CDAU RB,
   Hollybrook Enterprises LLC, 1.75%(1)                                   2,240,000        2,240,000
LA Local Government RB, SPEARS Deutsche Bank/Lifers Trust-Series
   DBE-656, 1.58%(1, 2)                                                  10,495,000       10,495,000
LA Public FA Hospital RRB, Franciscan Missionaries, Series A,
   5.50%, 7/1/08                                                            915,000          915,000
LA Public FA RB, Blood Center Properties, Inc. Project, 2.30%(1)          1,000,000        1,000,000
LA Public FA RB, Municipal Trust Securities, Series 4000, 1.63%(1, 2)     4,240,000        4,240,000
LA Public FA RRB, BNP Paribas STARS Certificate Trust-Series
   2006-153, 1.63%(1, 2)                                                  2,185,000        2,185,000
Monroe, LA Sales & Use Tax RRB, Series 2007A, 1.62%(1)                    2,700,000        2,700,000
St. John Baptist Parish, LA RB, MSTFC Series 2006-2116, 1.61%(1, 2)      12,270,000       12,270,000
                                                                                      --------------
                                                                                          40,145,000

MAINE--0.2%
Biddeford, ME RB, DK Assoc. LLC & Volk Packaging Corp. Project,
   1.72%(1)                                                                 400,000          400,000
Dover-Foxcroft, ME RB, Pleasant River Lumber Co., Series 2002,
   1.91%(1)                                                               1,600,000        1,600,000
ME FAU RB, Kents Hill School, Series 2006, 1.60%(1)                       2,375,000        2,375,000
                                                                                      --------------
                                                                                           4,375,000

MARYLAND--2.2%
Baltimore Cnty., MD RB, Maryvale Prep School Facilities, Series
   2005A, 1.21%(1)                                                        2,940,000        2,940,000
MD EDC RB, Goodwill Industries Project, Series 1999, 1.53%(1)             2,075,000        2,075,000
MD EDC RRB, YMCA of Central MD, Inc. Project, 1.61%(1)                    2,465,000        2,465,000
MD HE&HFA RB, Howard County General Hospital, Series 2008, 1.52%(1)       6,000,000        6,000,000
MD HE&HFA RB, Woodmont Academy, 1.62%(1)                                  3,775,000        3,775,000
MD HE&HFA RRB, University of MD Medical System, Series 2008E, 1.50%(1)    6,800,000        6,800,000
MD Health & HEFAU RB, Sheppard Pratt Health, Series 2003B, 1.53%(1)       5,000,000        5,000,000
MD Transportation Authority RB, Transportation Facility Projects,
   Reset Option Certificates II-R Trust-Series 11436, 1.59%(1, 2)         4,000,000        4,000,000
Montgomery Cnty., MD Consolidated Public Improvement GOUN,
   Series 2002A, 5%, 2/1/09                                               1,240,000        1,262,996
Montgomery Cnty., MD ED RB, Sandy Spring Friends School Facility,
   Series 2004, 1.53%(1)                                                  1,000,000        1,000,000
Prince Georges Cnty., MD SPO Bonds, MSTFC Series 2128, 1.61%(1, 2)       13,710,000       13,710,000
University System of Maryland COP, College Park Business School,
   Series 2000, 1.21%(1)                                                  5,670,000        5,670,000
                                                                                      --------------
                                                                                          54,697,996


                         CENTENNIAL TAX EXEMPT TRUST


                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
MASSACHUSETTS--2.2%
MA DFA RB, MACON Trust Certificates Series 2007-344, 1.66%(1, 2)        $ 8,000,000   $    8,000,000
MA GOUN, PTTR, Series 2648, 1.61%(1, 2)                                   1,850,000        1,850,000
MA H&EFA RB, Harvard Vanguard Medical, MACON Trust Certificates
   Series 2007-310, 1.59%(1, 2)                                           3,450,000        3,450,000
MA Health & Education RRB, Wells Fargo Stage Trust-Series
   2008-22C, 1.61%(1, 2)                                                 23,000,000       23,000,000
MA REF GOUN, Dexia Credit Local Certificates Trust-Series
   2008-042, 1.59%(1, 2)                                                  5,005,000        5,005,000
MA REF GOUN, P-Floats Series PT-2758, 1.57%(1, 2)                         4,515,000        4,515,000
University of Massachusetts Building Authority RRB,
   Series 3, 1.53%(1)                                                    10,000,000       10,000,000
                                                                                      --------------
                                                                                          55,820,000

MICHIGAN--2.4%
Detroit, MI SDI GOUN, Series DC8032, 1.60%(1, 2)                          2,900,000        2,900,000
Detroit, MI Water Supply System RB, Reset Option Certificates II-R
   Trust-Series 11224, 1.60%(1, 2)                                        4,855,000        4,855,000
Lakewood, MI Public Schools GOUN, PTTR, Series 2624Z, 1.63%(1)            5,215,000        5,215,000
MI Comprehensive Transportation RRB, P-Floats Series
   PT-2754, 1.56%(1, 2)                                                   3,500,000        3,500,000
MI HEFA RRB, Law School Project, Series A, 1.47%(1)                       3,000,000        3,000,000
MI HOFA RB, Healthcare Equipment Loan Program, Series C,
   Subseries C-19, 1.61%(1)                                               1,000,000        1,000,000
MI HOFA RB, Reset Option Certificates II-R Trust-Series
   10317CE, 1.61%(1, 2)                                                  16,815,000       16,815,000
MI RRB, Holland Home, Series 1998, 5.75%, 7/1/08                          1,000,000        1,021,663
MI Strategic Funding Ltd. RB, Methodist Children's Home, 2.30%(1)         1,900,000        1,900,000
MI Strategic Funding Ltd. RRB, Grand Rapids Christian School,
   Series 2008, 1.59%(1)                                                  7,000,000        7,000,000
MI Strategic Funding Ltd. RRB, Spectrum Human Services, Inc.
   Project, 1.61%(1)                                                      2,855,000        2,855,000
MI Wayne State University RB, PTTR, Series 2664, 1.63%(1, 2)              1,770,000        1,770,000
Oakland Cnty., MI EDC RB, Highland United Methodist, 1.59%(1)             2,500,000        2,500,000
Oakland Cnty., MI EDC RB, Rose Hill Center, Inc. Project, 3.05%(1)          200,000          200,000
Parchment, MI SDI GOUN, PTTR, Series 2836, 1.63%(1, 2)                    4,960,000        4,960,000
                                                                                      --------------
                                                                                          59,491,663

MINNESOTA--2.5%
Anoka-Hennepin, MN ISD No. 11 REF GOUN, Series A, 5%, 2/1/09              1,500,000        1,523,890
Big Lake, MN ISD No. 727 GOUN, AAC, Series 2007A, 4%, 9/16/08             3,400,000        3,401,853
Bloomington, MN CD RB, 94th Street Associates Project,
   Series 1985, 1.60%(1)                                                  3,405,000        3,405,000
Bloomington, MN CD RB, James Avenue Associates Project,
   Series 1985, 1.60%(1)                                                  3,310,000        3,310,000
Buffalo, MN ISD No. 877 GOUN, AAC, Series A, 4.125%, 8/18/08              3,200,000        3,201,308
Cass Lake, MN ISD No. 115 GOUN, AAC, Series 2007A, 4%, 9/8/08             2,080,000        2,080,940


                         CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS Continued

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
MINNESOTA Continued
Dakota Cnty., MN Community Development Agency RB, Catholic
   Finance Corp., Series 2002, 1.80%(1)                                 $ 1,000,000   $    1,000,000
East Grand Forks, MN SWD RB, American Crystal Sugar Co. Project,
   1.75%(1)                                                               5,000,000        5,000,000
Eden Prairie, MN MH RRB, Lake Place Apts. Project, 1.65%(1)                 565,000          565,000
Fridley, MN ISD No. 14 GOUN, Tax Anticipation Certificates of
   Indebtedness, Series 2008A, 3%, 3/5/09                                 2,910,000        2,915,747
Jackson Cnty., MN Central ISD No. 2895 GOUN, AAC, Series 2007A,
   4%, 9/8/08                                                             1,585,000        1,585,716
Jenkins, MN IDV RB, Pequot Tool & Manufacturing, Inc. Project,
   Series 2007, 1.75%(1)                                                  1,035,000        1,035,000
Kittson, MN Central ISD No. 2171 GOUN, School Building,
Series 2008A, 4%, 2/1/09                                                    170,000          171,152
MN GOUN, Series 2001, 5%, 10/1/08                                         1,500,000        1,512,044
MN GOUN, Series 2003, 5%, 8/1/08                                            295,000          295,477
MN REF GOUN, Series 1998, 5%, 7/1/08                                        315,000          317,469
MN REF GOUN, Series 2004, 5%, 11/1/08                                     1,300,000        1,312,084
Park Rapids, MN ISD No. 309 GOUN, AAC, Series 2007 A, 4%, 9/23/08         5,225,000        5,228,449
Prior Lake, MN ISD No. 719 GOUN, Series A, 3%, 7/29/08                    4,600,000        4,601,047
Robbinsdale, MN ISD No. 281 GOUN, School Building, Series 2001, 5%,
   2/1/09                                                                   750,000          762,100
Rochester, MN IDV RRB, Seneca Foods Corp. Project, Series 1992,
   1.80%(1)                                                               4,675,000        4,675,000
Roseville, MN ISD No. 623 GOUN, AAC, Series A, 4%, 9/30/08                3,000,000        3,002,001
Spring Lake Park, MN ISD No. 016 GOUN, AAC, Series A, 4%, 9/30/08         5,000,000        5,003,378
West St. Paul, MN ISD No. 197 GOUN, Tax Anticpiation Certificates of
   Indebtedness, Series 2008A, 3%, 3/19/09                                4,500,000        4,515,710
West St. Paul, MN ISD No. 197 REF GOUN, Series 2008B, 3%, 2/1/09          1,890,000        1,896,527
                                                                                      --------------
                                                                                          62,316,892

MISSISSIPPI--1.5%
MS Business Finance Corp. RB, CPS Gulfport ES OPAG LLC Project,
   Series A, 1.55%(1)                                                    12,300,000       12,300,000
MS Business Finance Corp. RB, Hattiesburg Clinic Professional Assn.
   Project, 1.61%(1)                                                      3,900,000        3,900,000
MS Business Finance Corp. RB, JKW Real Estate LLC Project, 1.62%(1)       2,145,000        2,145,000
MS Development Bank SPO RB, Morgan Keegan Municipal Products, Inc.,
   Series 2007H1, 1.80%(1)                                               10,995,000       10,995,000
Newton, MS IDV RRB, La-Z-Boy Chair Co. Project, Series 1991, 1.57%(1)     5,350,000        5,350,000
Panola Cnty., MS IDV RRB, The Kroger Co., Series 2003, 1.65%(1)           3,250,000        3,250,000
                                                                                      --------------
                                                                                          37,940,000

MISSOURI--1.3%
Brentwood, MO TXAL Bonds, 8300 Eager Rd. Project, Series 1-A,
   1.62%(1, 2)                                                            7,675,000        7,675,000
Jackson Cnty., MO IDA RB, Linda Hall Library Project, 1.72%(1)            6,700,000        6,700,000


                         CENTENNIAL TAX EXEMPT TRUST


                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
MISSOURI Continued
St. Charles Cnty., MO IDAU RB, National Cart Project,
   Series A, 1.73%(1)                                                   $   960,000   $      960,000
St. Louis Cnty., MO IDAU MH RB, Heatherbrook Gardens Apts.,
   Series 1992, 1.69%(1)                                                  1,765,000        1,765,000
St. Louis, MO Airport RB, Dexia Credit Local Trust
Certificates-Series 2007-004, 1.59%(1, 2)                                 4,320,000        4,320,000
St. Louis, MO DA Tudor Building RB, Austin Trust
Certificates-Series BOA 2007-309, 1.59%(1, 2)                             9,995,000        9,995,000
                                                                                      --------------
                                                                                          31,415,000

MONTANA--0.0%
Billings, MT GOUN, Series 2007A, 4.25%, 7/1/08                              175,000          175,000
                                                                                      --------------
NEBRASKA--0.5%
Omaha, NE PP District RB, Eclipse Funding Trust Solar Eclipse
   Certificates-Series 2006-0025, 1.58%(1, 2)                            12,600,000       12,600,000
                                                                                      --------------
NEVADA--0.2%
NV Housing Division MH RB, Golden Apts. Project, Series 2007,
   1.75%(1)                                                               3,500,000        3,500,000
NV Housing Division MH RB, Southwest Village Project, Series 2005,
   1.75%(1)                                                               1,000,000        1,000,000
                                                                                      --------------
                                                                                           4,500,000

NEW JERSEY--1.3%
NJ EDAU RB, Paddock Realty LLC Project, Series 2006, 1.75%(1)             1,205,000        1,205,000
NJ EDAU RRB, Dexia Credit Local Certificates Trust-Series 005,
   1.65%(1, 2)                                                           10,855,000       10,855,000
NJ Transportation Trust Fund Authority RRB, Dexia Credit Local
   Certificates Trust-Series 2008-041, 1.60%(1, 2)                       11,110,000       11,110,000
NJ Transportation Trust Fund Authority, Series DC8033, 1.60%(1, 2)        8,445,000        8,445,000
                                                                                      --------------
                                                                                          31,615,000

NEW MEXICO--0.3%
NM FAU SFM RB, Series 2008, 2.46%, 8/1/08(3)                              7,900,000        7,900,000
                                                                                      --------------
NEW YORK--3.2%
Erie Cnty., NY IDA Civic Facilities RB, Buffalo Canisius High
   School, 1.21%(1)                                                      14,450,000       14,450,000
Nassau Cnty., NY IFA RRB, Series B, 1.70%(1)                              5,235,000        5,235,000
   NY MTAU RRB, 1.58%(1, 2)                                               2,665,000        2,665,000
NY TBTAU RRB, PTTR, Series 2763, 1.58%(1, 2)                              3,000,000        3,000,000
NY Upstate Telecommunications Corp. RB, Series 2005, 1.21%(1)             5,115,000        5,115,000
NYC MTAU RRB, Puttable Floating Option Tax Exempt Receipts,
   Series PA-1077, 1.54%(1, 2)                                            7,250,000        7,250,000
NYC MWFAU WSS RB, PTTR, Series 2540, 1.58%(1, 2)                          1,940,000        1,940,000
NYC MWFAU WSS RB, Reset Option Certificates II-R
   Trust-Series 10265, 1.60%(1, 2)                                          900,000          900,000
NYC RB, Austin Trust Certificates-Series 2008-1074, 1.57%(1, 2)           2,150,000        2,150,000
NYC TFA RRB, MERLOTS Series 2008 D98, 1.61%(1, 2)                           900,000          900,000


                         CENTENNIAL TAX EXEMPT TRUST


STATEMENT OF INVESTMENS Continued

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
NEW YORK Continued
NYS DA RB, MERLOTS Series D201, 1.61%(1, 2)                             $ 5,250,000   $    5,250,000
NYS DA RB, Reset Option Certificates II-R Trust-Series 11479,
1.53%(1, 2)                                                               2,380,000        2,380,000
NYS HFA RB, Helena Housing, 1.85%(1)                                     10,450,000       10,450,000
NYS UDC COP, Reset Option Certificates II-R Trust-Series 10011CE,
1.60%(1, 2)                                                               1,500,000        1,500,000
NYS UDC RB, PTTR, Series 2887, 1.58%(1, 2)                                3,500,000        3,500,000
Oneida Cnty., NY IDA Civic Facilities RB, Rome Memorial
   Hospital, Inc. Project, Series 2005, 1.21%(1)                          4,600,000        4,600,000
Onondaga Cnty., NY IDA Civic Facilities RB, Syracuse Resch
   Corp. Project, Series 2005, 1.21%(1)                                   9,700,000        9,700,000
                                                                                      --------------
                                                                                          80,985,000

NORTH CAROLINA--1.4%
NC Capital Facilities Finance Agency Educational Facilities RB,
   Charlotte Country Day School, 1.55%(1)                                12,690,000       12,690,000
NC Capital Facilities Finance Agency Educational Facilities RB,
   High Point University Project, 1.61%(1)                                4,000,000        4,000,000
NC Infrastructure Finance Corp. COP, Reset Option Certificates II-R
   Trust-Series 8502, 1.61%(1, 2)                                         5,260,000        5,260,000
NC Medical Care Community Hospital RB, Randolph Hospital
   Series 2007, 1.47%(1)                                                  9,700,000        9,700,000
New Hanover Cnty., NC Hospital RB, New Hanover Regional
   Medical Center, Series 2005 B-1, 1.70%(1)                              1,280,000        1,280,000
Sampson Cnty., NC COP, Eclipse Funding Trust Solar Eclipse
   Certificates-Series 2006-0160, 3.60%, 7/3/08(2, 3)                     2,500,000        2,500,000
                                                                                      --------------
                                                                                          35,430,000

OHIO--4.8%
Buckeye, OH TS FAU RB, PTTR, Series 2311, 1.60%(1, 2)                     3,995,000        3,995,000
Cuyahoga Cnty., OH Civic Facilities RB, 700 Prospect Corp.
   Project, 1.61%(1)                                                      2,750,000        2,750,000
Darke Cnty., OH HCF RB, Wayne Hospital Project, Series 2007, 1.59%(1)    46,865,000       46,865,000
Hamilton Cnty., OH Health Care RB, Life Enriching
   Communities Project, Series B, 1.57%(1)                                1,000,000        1,000,000
Lakewood, OH EDLFA RB, St. Edward High School Project,
   Series 2000, 1.59%(1)                                                  2,665,000        2,665,000
Madeira, OH ED RRB, The Kroger Co., Series 2004, 1.65%(1)                 2,050,000        2,050,000
Medina Cnty., OH IDV RB, Mode-Fire-Dex, Inc. Project, 1.86%(1)              715,000          715,000
OH Higher Education Facility Commission RB, Higher Education Pooled
   Financing 2001 Program, Series A, 2.26%(1)                               800,000          800,000
Pike Cnty., OH HCF RB, Traditions Healthcare, 1.61%(1)                    2,100,000        2,100,000
Reynoldsburg, OH RB, P-Floats Series PT-4481, 1.55%(1, 2)                 9,535,000        9,535,000
Rickenbacker, OH POAU Capital Funding RB, Reset Option
   Certificates II-R Trust-Series 591CE, 1.59%(1, 2)                      5,620,000        5,620,000


                        CENTENNIAL TAX EXEMPT TRUST

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
OHIO Continued
Stark Cnty., OH IDV RRB, The Kroger Co., Series 2004, 1.65%(1)          $ 3,100,000   $    3,100,000
Toledo-Lucas Cnty., OH POAU Cultural Facilities RB, Toledo Museum
   of Art Project, 1.60%(1)                                               1,305,000        1,305,000
Washington Cnty., OH Hospital RB, Marietta Area Health Care,
   Inc., 1.67%(1)                                                         2,000,000        2,000,000
Wood Cnty., OH Hospital Facilities RRB, Wood Cnty. Hospital Assoc.
   Project, Series 2008, 1.60%(1)                                        35,525,000       35,525,000
                                                                                      --------------
                                                                                         120,025,000
OKLAHOMA--0.6%
Cleveland Cnty., OK Home Loan Authority SFM RRB, Series 2006,
   2.85%, 7/25/08(3)                                                      8,769,000        8,769,000
Oklahoma City, OK Water Utility Trust RB, Series A, 1.90%, 7/16/08        1,000,000        1,000,000
Oklahoma Cnty., OK FA IDV RB, Factory Direct Project, Series
   2001A, 2.55%(1)                                                        1,000,000        1,000,000
Tulsa, OK Industrial Authority RB, SGMSTR Series SGC-41, Cl. A,
   1.58%(1, 2)                                                            4,390,000        4,390,000
                                                                                      --------------
                                                                                          15,159,000
OREGON--0.2%
Eugene, OR EU RRB, ETET Series 2003-0022, Cl. A, 1.61%(1, 2)              5,880,000        5,880,000
                                                                                      --------------
PENNSYLVANIA--3.3%
Beaver Cnty., PA IDAU PC RRB, First Energy Nuclear,
   Series A, 1.55%(1)                                                    22,900,000       22,900,000
Butler Cnty., PA General Authority RB, SGMSTR Series 2007 SGB14,
   Cl. A, 1.59%(1, 2)                                                     7,280,000        7,280,000
Butler Cnty., PA General Authority RB, SGMSTR Series 2007 SGB72,
   Cl. A, 1.70%(1, 2)                                                     3,985,000        3,985,000
Emmaus, PA General Authority RB, 1.47%(1)                                 3,700,000        3,700,000
Gateway, PA Allegheny SDI REF GOUN, PTTR, Series 2315, 1.61%(1, 2)        2,845,000        2,845,000
PA HEFAU RB, Assn. of Independent Colleges, Series K-1, 3.38%(1)          1,660,000        1,660,000
PA Horizon HA Senior Health & Housing Facilities RRB,
   St. Paul Homes Project, 1.21%(1)                                       9,200,000        9,200,000
PA Public School Building Authority RB, Reset Option Certificates
   II-R Trust-Series 11396, 1.61%(1, 2)                                   7,600,000        7,600,000
PA Public School Building Authority RRB, PTTR, Series 2837,
   1.61%(1, 2)                                                            5,000,000        5,000,000
Philadelphia, PA SDI GOUN, SPEARS Deutsche Bank/Lifers Trust-Series
   DBE-554, 1.58%(1, 2)                                                     970,000          970,000
Pittsburgh, PA WSS Authority RRB, First Lien, Series B, 1.55%(1)          9,000,000        9,000,000
Shaler, PA Area SDI REF GOUN, Series 2004, 1.50%(1)                       3,690,000        3,690,000
Westmoreland Cnty., PA IDA RRB, Greensburg Thermal Project LLC,
   Series A, 1.54%(1)                                                       915,000          915,000
Westmoreland Cnty., PA RB, SPEARS Deutsche Bank/Lifers
   Trust-Series DB-301, 1.58%(1, 2)                                       4,930,000        4,930,000
                                                                                      --------------
                                                                                          83,675,000


                        CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS Continued

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
SOUTH CAROLINA--0.5%
Beaufort Cnty., SC SDI GOUN, Series 2000B, 5.50%, 7/1/08                $ 1,000,000   $    1,024,024
Kershaw Cnty., SC SDI GOUN, Series 2000, 7%, 2/1/09                         710,000          730,099
Lancaster Cnty., SC SDI REF GOUN, 4%, 3/1/09                              1,925,000        1,948,234
Lexington & Richland Cntys., SC SDI No. 005 GOUN, 4%, 3/1/09                200,000          201,700
Lexington Cnty., SC SDI No. 001 GOUN, Series 2007A, 5%, 2/1/09            1,000,000        1,012,379
SC Jobs EDAU RB, Boozer Lumber LLC Project, 1.75%(1)                      1,220,000        1,220,000
SC Jobs EDAU RB, Shannon Forest Project, 1.61%(1)                         2,420,000        2,420,000
SC Jobs EDAU RB, Supreme Machined Products Co., 1.70%(1)                  2,300,000        2,300,000
Sumter Cnty., SC SDI No. 17 REF GOUN, 3%, 3/1/09                            590,000          593,667
York Cnty., SC Rock Hill SDI No. 003 REF GOUN, PTTR, Series 1881,
   1.63%(1, 2)                                                            1,745,000        1,745,000
                                                                                      --------------
                                                                                          13,195,103
SOUTH DAKOTA--0.4%
SD H&EFA RRB, Sanford Health & Hospital, Series 2001B, 1.85%(1)           2,000,000        2,000,000
SD H&EFA RRB, Sanford Health & Hospital, Series 2001C, 1.60%(1)           7,500,000        7,500,000
                                                                                      --------------
                                                                                           9,500,000
TENNESSEE--4.7%
Blount Cnty., TN Public Building Authority RB, Morgan Keegan
   Municipal Products, Inc., Series 2008B, 1.65%(1, 2)                    6,900,000        6,900,000
Chattanooga, TN HE&HFB RB, McCallie School Project, Series 1998,
   1.53%(1)                                                                 600,000          600,000
Dickson Cnty., TN IDB RB, Renaissance Learning Center Project,
   Series 1997, 1.58%(1)                                                  3,500,000        3,500,000
Franklin Cnty., TN H&EFA RB, University of the South Project,
   Series 1998B, 1.65%(1)                                                 5,855,000        5,855,000
Jackson, TN Energy Authority WS RB, 1.59%(1)                             10,070,000       10,070,000
Jackson, TN H&EFA HFB RB, University School of Jackson Project,
   1.61%(1)                                                               1,200,000        1,200,000
Jackson, TN H&EFA HFB RB, University School of Jackson Project,
   1.61%(1)                                                               5,100,000        5,100,000
Jackson, TN H&EFA HFB RB, University School of Jackson Project,
   1.61%(1)                                                               3,725,000        3,725,000
Jackson, TN H&EFA HFB RRB, Trinity Christian Academy, 1.61%(1)            2,820,000        2,820,000
Knox Cnty., TN HE&HFB Educational Facilities RB, Webb School
   Knoxville Project, 1.53%(1)                                            5,170,000        5,170,000
Knox Cnty., TN HE&HFB RB, Johnson Bible College, 1.61%(1)                 3,650,000        3,650,000
Knox Cnty., TN HE&HFB RB, Episcopal School Knoxville Project,
   1.53%(1)                                                               3,200,000        3,200,000
Nashville & Davidson Cnty., TN IDB RB, Donelson Christian Academy,
   Series 2003, 1.60%(1)                                                  3,415,000        3,415,000
Nashville & Davidson Cnty., TN IDB RB, Second Harvest Food Bank
   Project, Series 2002, 1.62%(1)                                         1,000,000        1,000,000
Nashville & Davidson Cnty., TN IDV RRB, Trevecca Nazarene Project,
   Series 2003, 1.53%(1)                                                  3,450,000        3,450,000


                        CENTENNIAL TAX EXEMPT TRUST


                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
TENNESSEE Continued
Nashville & Davidson Cnty., TN RB, Belmont University Project,
   Series 2005, 1.50%(1)                                                $11,975,000   $   11,975,000
Nashville & Davidson Cnty., TN RB, Fisk University Project,
   Series 2000, 1.61%(1)                                                  5,035,000        5,035,000
Nashville & Davidson Cnty., TN RB, Nashville Christian School
   Project, 1.57%(1)                                                      1,805,000        1,805,000
Nashville & Davidson Cnty., TN RRB, Belmont University Project,
   Series 1997, 1.53%(1)                                                 10,300,000       10,300,000
Shelby Cnty., TN HE&HFB MH RRB, Wynride III Apts. Project,
   Series 2005, 2.05%(1)                                                  4,760,000        4,760,000
Shelby Cnty., TN HE&HFB RB, Kings Daughter & Sons Project, 1.61%(1)       7,845,000        7,845,000
Springfield, TN H&EFA Hospital RB, Northcrest Medical Center-A,
   1.61%(1)                                                               5,000,000        5,000,000
Springfield, TN IDB RB, Nashville Wire Products Manufacturing,
   Series 1994, 1.75%(1)                                                    600,000          600,000
Springfield, TN IDB RRB, The Kroger Co., Series 2004, 1.65%(1)            4,500,000        4,500,000
Sullivan Cnty., TN HE&HFB RRB, Wellmont Health Systems Project,
   Series 2005, 1.50%(1)                                                  5,700,000        5,700,000
Sumner Cnty., TN HE&HFB RB, Sumner Academy Project,
   Series 1998, 1.95%(1)                                                    350,000          350,000
                                                                                      --------------
                                                                                         117,525,000
TEXAS--16.8%
Aledo, TX ISD School Building GOUN, 3.75%(1)                              4,900,000        4,900,000
Arlington, TX ISD School Building REF GOUN, Series 1999, 5%, 7/1/08       6,965,000        7,103,458
Austin, TX HFC MH RRB, Stassney Woods Apts., Series 2004A, 1.55%(1)       1,100,000        1,100,000
Austin, TX Water & Wastewater System RRB, P-Floats Series PZ-157,
   1.58%(1, 2)                                                            8,450,000        8,450,000
Beaumont, TX GOUN, SPEARS Deutsche Bank/Lifers
   Trust-Series DB-615, 1.58%(1, 2)                                       6,690,000        6,690,000
Bexar Cnty., TX HFDC Health Care RB, El Centro del Barrio,
   Series 2007A, 1.62%(1)                                                14,755,000       14,755,000
Bexar Cnty., TX HFDC Health Care RB, El Centro del Barrio,
   Series 2007B, 1.62%(1)                                                 2,000,000        2,000,000
Birdville, TX ISD REF GOUN, 5%, 2/15/09                                   1,600,000        1,627,857
Brazos River, TX Harbor Navigation District RB, BASF Corp. Project,
   2.10%(1)                                                                 500,000          500,000
Brazos, TX IDV Corp. RRB, BASF Corp. Project, 2.10%(1)                    4,400,000        4,400,000
Brownsville, TX Utility System RRB, PTTR, Series 1132, 1.63%(1)           7,370,000        7,370,000
Cameron Cnty., TX GOLB, PTTR, Series 1028, 1.63%(1, 2)                    5,595,000        5,595,000
Carrollton-Farmers Branch, TX ISD GOUN, Series 2006, 4.25%, 2/15/09       2,280,000        2,312,642
Carrollton-Farmers Branch, TX ISD School Building GOUN,
   Series 2004, 5%, 2/15/09                                               2,160,000        2,199,829
Clear Creek, TX ISD REF GOUN, PTTR, Series 2746, 1.63%(1, 2)              3,555,000        3,555,000


                        CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS Continued

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
TEXAS Continued
Conroe, TX ISD GOUN, PTTR, Series 2487, 1.63%(1, 2)                     $ 2,250,000   $   2,250,000
Corpus Christi, TX REF GOLB, 5%, 3/1/09                                   2,000,000       2,039,483
Cypress-Fairbanks, TX ISD REF GOUN, MERLOTS Series 2008 D155,
   1.61%(1, 2)                                                            6,000,000       6,000,000
Cypress-Fairbanks, TX ISD REF GOUN, Series 2005, 5%, 8/15/08(3)           2,385,000       2,393,665
Dallam Cnty., TX IDV Corp. ED RB, Rick & Janice Van Ryn Project,
   Series 2007, 1.75%(1)                                                  2,600,000       2,600,000
Dallam Cnty., TX IDV Corp. RB, Consolidated Dairy Management LLC
   Project, 1.75%(1)                                                      2,100,000       2,100,000
Del Valle, TX ISD GOUN, PTTR, Series 1946, 1.63%(1, 2)                    2,995,000       2,995,000
Denton, TX ISD GOUN, PTTR, Series 2603, 1.63%(1, 2)                       3,700,000       3,700,000
Fort Bend Cnty., TX GOLB, SPEARS Deutsche Bank/Lifers
   Trust-Series DBE-556, 1.58%(1, 2)                                      1,120,000       1,120,000
Fort Bend, TX ISD REF GOUN, Wells Fargo Stage
   Trust-Series 2008-25C, 1.58%(1, 2)                                     9,905,000       9,905,000
Fort Bend, TX ISD School Building GOUN, Series 2000, 7%, 8/15/08            500,000         503,146
Fort Worth, TX ISD Unlimited Tax Refund & Improvement GOUN,
   Series 2008, 4%, 2/15/09                                               2,015,000       2,038,480
Fort Worth, TX ISD Unlimited Tax Refund & Improvement REF GOUN,
   Series 1999, 5%, 7/1/08                                                1,355,000       1,382,968
Frisco, TX ISD GOUN, PTTR, Series 2687, 1.63%(1, 2)                       5,780,000       5,780,000
Harris Cnty., TX HFDC Hospital RRB, Baylor College of Medicine,
   Series A, 1.50%(1)                                                     6,400,000       6,400,000
Houston, TX GOLB, SPEARS Deutsche Bank/Lifers Trust-Series DB-611,
   1.58%(1, 2)                                                            4,160,000       4,160,000
Houston, TX ISD GOUN, PTTR, Series 1189, 1.63%(1, 2)                      1,495,000       1,495,000
Houston, TX ISD REF GOUN, PTTR, Series 2802, 1.63%(1, 2)                  7,775,000       7,775,000
Houston, TX ISD Schoolhouse REF GOLB, Series 1999A, 5%, 7/1/08            1,500,000       1,527,660
Houston, TX Utility System RB, SPEARS Deutsche Bank/Lifers
   Trust-Series DBE-551, 1.58%(1, 2)                                      4,570,000       4,570,000
Houston, TX Utility System RRB, PTTR, Series 2502, 1.63%(1, 2)            2,330,000       2,330,000
Houston, TX WSS RRB, Reset Option Certificates II-R Trust-Series 787,
   1.61%(1, 2)                                                            3,635,000       3,635,000
Humble, TX ISD GOUN, School Building, Series 2003, 1.60%(1)               1,515,000       1,515,000
Huntsville, TX ISD REF GOUN, 5%, 2/15/09                                  1,050,000       1,069,317
Hurst Euless Bedford, TX ISD School Building REF GOUN, Series
   1998, 4.90%, 7/1/08                                                      980,000         983,393
Hutto, TX ISD GOUN, UBS Municipal Custodial Residual & Variable
   Securities, Series 1001, 1.61%(1, 2)                                   1,000,000       1,000,000
Katy, TX ISD GOUN, PTTR, Series 2942, 1.63%(1, 2)                         3,000,000       3,000,000
Keller, TX ISD GOUN, PTTR, Series 2616, 1.63%(1, 2)                       3,550,000       3,550,000
Killeen, TX ISD REF GOUN, Series 2005, 3%, 2/15/09                          500,000         502,540
Klein, TX ISD Schoolhouse GOUN, Series 2007, 5.50%, 8/1/08                2,300,000       2,305,378


                        CENTENNIAL TAX EXEMPT TRUST


                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
TEXAS Continued
Lake Travis, TX ISD REF GOUN, Series 2008, 3.50%, 2/15/09               $    30,000   $      30,091
Lamar, TX Consolidated ISD Schoolhouse GOUN, Series 1999, 5.10%,
   2/15/09                                                                1,000,000       1,021,320
Lamar, TX Consolidated ISD Schoolhouse GOUN, Series 2004, 3.75%,
   12/15/08 (3)                                                          10,905,000      10,905,000
Lamar, TX ISD REF GOUN, SPEARS Deutsche Bank/Lifers Trust-Series
   DB-512, 1.58%(1, 2)                                                    6,500,000       6,500,000
Leander, TX ISD REF GOUN, ETET Series 2008-0001, 1.53%(1, 2)              3,395,000       3,395,000
Leander, TX ISD REF GOUN, MERLOTS Series D195, 1.61%(1, 2)                7,205,000       7,205,000
Lovejoy, TX GOUN, SPEARS Deutsche Bank/Lifers Trust-Series DB-514,
   1.58%(1, 2)                                                            3,275,000       3,275,000
Mansfield, TX ISD School Building GOUN, Series 1996, 1.60%(1)             2,065,000       2,065,000
Mesquite, TX ISD GOUN, 3.65%(1)                                           2,000,000       2,014,047
Northeast TX ISD GOUN, Dexia Credit Local Certificates
   Trust-Series 2008-002, 1.60%(1, 2)                                     5,745,000       5,745,000
Northeast TX ISD GOUN, P-Floats Series PT-3957, 1.65%(1, 2)              17,280,000      17,280,000
Northside, TX ISD GORB, Series 2006A, 3.75%, 8/1/08(3)                    5,000,000       5,000,000
Northside, TX ISD GOUN, PTTR, Series 2918Z, 1.63%(1, 2)                   3,560,000       3,560,000
Northside, TX ISD REF GOUN, MERLOTS Series 2008 D90, 1.61%(1, 2)          4,100,000       4,100,000
Northwest TX ISD GOUN, Reset Option Certificates I I-R
   Trust-Series 11220, 1.55%(1, 2)                                        3,590,000       3,590,000
Nueces River Authority, TX Water Supply RRB, PTTR, Series 1412,
   1.63%(1, 2)                                                              940,000         940,000
Panhandle, TX ISD GOUN, PTTR, Series 2073, 1.63%(1, 2)                    2,000,000       2,000,000
Raymondville, TX ISD School Building GOUN, Series 1999, 5.20%, 7/1/08       190,000         193,508
Red River, TX Educational FAU RB, Parish Day School Project, Series
   A, 1.60%(1)                                                            6,255,000       6,255,000
Red River, TX Educational FAU RB, Parish Episcopal School Project,
   1.60%(1)                                                               4,885,000       4,885,000
Richardson, TX ISD GOUN, 3.25%, 2/15/09                                     450,000         452,758
San Antonio, TX Electric & Gas RRB, Series A, 5%, 7/1/08                    585,000         602,334
San Antonio, TX Electric & Gas System RB, PTTR, Series 2503,
   1.60%(1, 2)                                                            3,700,000       3,700,000
San Antonio, TX Electric & Gas System RRB, Series 1998A, 5.25%,
   7/1/08                                                                 3,510,000       3,615,318
San Antonio, TX Electric & Gas System RB, SPEARS Deutsche Bank/Lifers
   Trust-Series DB-602, 1.58%(1, 2)                                       8,370,000       8,370,000
San Antonio, TX Water RB, SGMSTR, Series SGC-38, Cl. A, 1.58%(1, 2)      13,085,000      13,085,000
Southmost College, TX District GOLB, Eclipse Funding Trust Solar
Eclipse Certificates-Series 2006-0061, 1.55%(1)                          10,760,000      10,760,000
Southwest TX ISD GOUN, SPEARS Deutsche Bank/Lifers
   Trust-Series DB-569, 1.58%(1, 2)                                       1,700,000       1,700,000
Spring Branch, TX ISD GOLB, Reset Option Certificates II-R
   Trust-Series 9211, 1.55%(1, 2)                                         3,760,000       3,760,000
Spring, TX ISD REF GOUN, SPEARS Deutsche Bank/Lifers
   Trust-Series DB-603, 1.58%(1, 2)                                       3,830,000       3,830,000
Spring, TX ISD Schoolhouse GOUN, Series 2005-A, 3.72%, 8/15/08(3)         1,000,000       1,000,066


                        CENTENNIAL TAX EXEMPT TRUST


STATEMENT OF INVESTMENTS Continued

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
TEXAS Continued
Texas State University System RRB, Austin Trust Certificates-Series
   2008-3023, 1.60%(1, 2)                                               $ 5,605,000   $   5,605,000
TX Dept. of Hsg. & Community Affairs MH RB, MERLOTS Series C41,
   1.96%(1, 2)                                                            8,000,000       8,000,000
TX ISD GOUN, Wells Fargo Stage Trust-Series 2008-19C, 1.58%(1, 2)        14,555,000      14,555,000
TX PFAU REF GOUN, Series 2003, 5%, 10/1/08                                  500,000         503,848
TX PFAU REF GOUN, Series C, 6%, 10/1/08                                   1,500,000       1,513,954
TX RANs & TANs, Series 2007, 4.50%, 8/28/08                              50,500,000      50,586,230
TX REF GOUN, Series 92A, 6%, 10/1/08                                      1,000,000       1,010,431
TX RRB, Municipal Trust Securities, Series 08-0025, 1.55%(1, 2)           5,110,000       5,110,000
TX RRB, Municipal Trust Securities, Series 08-0026, 1.55%(1, 2)           5,395,000       5,395,000
TX Transportation Commission Mobility Fund GOUN, 5%, 4/1/09               1,400,000       1,430,475
TX Transportation Commission Mobility Fund GOUN, PTTR,
   Series 2481, 1.60%(1, 2)                                               2,190,000       2,190,000
TX Transportation Commission Mobility Fund GOUN, PTTR,
   Series 2510, 1.60%(1, 2)                                               3,800,000       3,800,000
TX Transportation Commission Mobility Fund GOUN, PTTR,
   Series 2615, 1.60%(1, 2)                                               2,800,000       2,800,000
University of Texas RRB, Austin Trust Certificates-Series 2007-193,
   1.60%(1, 2)                                                            5,000,000       5,000,000
University of Texas RRB, PTTR, Series 2775, 1.60%(1, 2)                   5,105,000       5,105,000
University of Texas System Board of Regents Revenue Financing System
   RB, Series 2006B, 4%, 8/15/08                                          1,000,000       1,002,661
University of Texas System Board of Regents Revenue Financing System
   RRB, Series 1998D, 5.125%, 7/1/08                                      5,270,000       5,291,223
                                                                                      -------------
                                                                                        422,918,080
UTAH--1.5%
Beaver Cnty., UT Environmental Facilities RB, Best Biofuels LLC
   Project, Series 2003A, 1.90%(1)                                       10,985,000      10,985,000
Intermountain Power Agency, UT Power Supply RRB, Series 2003A, 5%,
   7/1/08                                                                 1,000,000       1,000,000
Riverdale, UT RA Tax Increment RB, 1.65%(1)                                 820,000         820,000
St. George, UT Electric RB, PTTR, Series 2717, 1.63%(1, 2)                5,405,000       5,405,000
UT Transit Authority RB, Wells Fargo Stage Trust-Series 2008-17C,
   1.58%(1, 2)                                                           19,930,000      19,930,000
Weber Cnty., UT Industrial RB, Enable Industries, Inc., Series 2003,
   1.65%(1)                                                                 810,000         810,000
                                                                                      -------------
                                                                                         38,950,000
VIRGINIA--1.6%
Alexandria, VA IDAU Headquarters Facilities RB, American Society
   Clinical Oncology, Series B, 1.60%(1)                                 10,000,000      10,000,000
Chesapeake Bay, VA Bridge & Tunnel District RRB, Series A, 1.61%(1)       6,250,000       6,250,000
Chesterfield Cnty., VA Health Center Community Residential Care
   Facility RB, Lucy Corr Village, Series 2008B, 1.61%(1)                 3,150,000       3,150,000


                        CENTENNIAL TAX EXEMPT TRUST

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
VIRGINIA Continued
Fairfax Cnty., VA IDAU RB, Inova Health System, Series 2008B-1,
   1.60%, 11/15/08(3)                                                   $ 4,950,000   $    4,950,000
Fairfax Cnty., VA IDAU RB, Series 2008C-4, 1.60%, 10/15/08(3)             3,000,000        3,000,000
Henrico Cnty., VA EDAU Residential Care Facilities RB, Westminster
   Canterbury, 1.61%(1)                                                   3,200,000        3,200,000
Henrico Cnty., VA Municipal Trust Securities, Series 2041, 1.61%(1, 2)    4,450,000        4,450,000
Lewistown, VA Commerce Center CDAU SPTX Bonds, MSTFC
   Series 2006-2115, 1.61%(1, 2)                                          4,000,000        4,000,000
Norfolk, VA RED & HAU MH RRB, Archers Green LP, 1.98%(1)                  1,890,000        1,890,000
VA Small Business FAU IDV RB, McElroy Metal Project, 1.85%(1)               370,000          370,000
                                                                                      --------------
                                                                                          41,260,000

WASHINGTON--1.3%
Central Puget Sound, WA RTA Sales & Use Tax RB, PTTR,
   Series 2625Z, 1.63%(1)                                                 1,675,000        1,675,000
King Cnty., WA HAU RB, Summerfield Apts. Project,
   Series 2005, 1.82%(1)                                                  1,845,000        1,845,000
Port Bellingham, WA IDV Corp. RB, FPE Renewables LLC Project,
   Series 2005, 1.65%(1)                                                    705,000          705,000
Port Seattle, WA RRB, Eclipse Funding Trust Solar Eclipse
   Certificates-Series 2006-0063, 1.56%(1, 2)                            14,000,000       14,000,000
WA EDFAU RRB, Benaroya Research Institute at Virginia Mason,
   Series 2006C, 1.60%(1)                                                   880,000          880,000
WA GOUN, PTTR, Series 2650Z, 1.63%(1, 2)                                  1,000,000        1,000,000
WA GOUN, PTTR, Series 593A, 1.63%(1, 2)                                   1,000,000        1,000,000
WA GOUN, Reset Option Certificates II-R Trust-Series
   11298, 1.60%(1, 2)                                                     1,830,000        1,830,000
WA HCF Authority RRB, Virginia Mason Medical Center,
   Series 1997A, 6%, 8/15/08                                              1,000,000        1,002,751
WA HCF Authority RRB, Highline Medical Center, 1.55%(1)                   3,000,000        3,000,000
WA REF GOUN, SPEARS Deutsche Bank/Lifers Trust-Series DB-388,
   1.57%(1, 2)                                                            5,630,000        5,630,000
                                                                                      --------------
                                                                                          32,567,751

WEST VIRGINIA--0.7%
Kanawha Cnty., WV IDV RRB, The Kroger Co., Series 2004-A, 1.65%(1)        4,500,000        4,500,000
Kanawha Cnty., WV IDV RRB, The Kroger Co., Series 2004-B, 1.65%(1)        6,850,000        6,850,000
Marmet, WV CD RRB, The Kroger Co., Series 2004, 1.65%(1)                  3,100,000        3,100,000
WV EDAU IDAU RB, Rubberlite, Inc. Project, Series 1999, 2.55%(1)          2,200,000        2,200,000
                                                                                      --------------
                                                                                          16,650,000

WISCONSIN--2.8%
Beaver Dam, WI IDV RB, Apache Stainless Equipment Corp.,
Series 1999A, 3.05%(1)                                                      395,000          395,000
Brokaw, WI Sewer & SW RB, Wasau Paper Mills Co. Project, 1.80%(1)         9,500,000        9,500,000
Columbus, WI IDV RB, Maysteel Corp. Project, Series 1994, 1.90%(1)        2,000,000        2,000,000


                        CENTENNIAL TAX EXEMPT TRUST


STATEMENT OF INVESTMENTS Continued

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
WISCONSIN Continued
Kiel, WI IDV RB, Polar Ware Co. Project, Series 2007, 2.13%(1)          $ 1,325,000   $    1,325,000
Kimberly, WI Development RB, Fox Cities YMCA Project,
   Series 2002, 2.30%(1)                                                  1,400,000        1,400,000
La Crosse, WI IDV RB, Fiberpro, Inc. Project, Series 2005, 1.75%(1)       1,940,000        1,940,000
La Crosse, WI IDV RB, GGP, Inc. Project, Series 2007A, 1.75%(1)           2,050,000        2,050,000
Milwaukee, WI IDV RB, Goodwill Industries, 1.55%(1)                       3,615,000        3,615,000
Milwaukee, WI IDV RB, R&B Wagner Project, 2.55%(1)                        1,060,000        1,060,000
New Glarus, WI IDV RB, New Glarus Project, 2.03%(1)                       1,415,000        1,415,000
Onalaska, WI IDV RB, Empire Screen Printing Project,
   Series 2006, 2.13%(1)                                                    940,000          940,000
Plymouth, WI IDV RB, Plymouth Foam, Inc. Project, 2.13%(1)                1,000,000        1,000,000
West Bend, WI IDV RB, Jackson Concrete, Inc. Project, 2.13%(1)            1,400,000        1,400,000
WI H&EFA RB, Community Care, Inc., Series 2005, 1.62%(1)                  4,250,000        4,250,000
WI H&EFA RB, Group Health Cooperative of South Central Wisconsin,
   1.62%(1)                                                               3,600,000        3,600,000
WI H&EFA RB, Ripon College, Series 2006, 1.62%(1)                        23,165,000       23,165,000
WI H&EFA RB, St. Camillus Health Center, Series 2005, 1.65%(1)            2,460,000        2,460,000
WI H&EFA RRB, St. Camillus Health Care Center, Series 2003, 1.70%(1)        820,000          820,000
WI Public Power, Inc. PPSS RRB, PTTR, Series 2872, 1.63%(1, 2)            8,700,000        8,700,000
                                                                                      --------------
                                                                                          71,035,000

WYOMING--0.1%
Campbell Cnty., WY IDV RRB, Powder Basin Properties Project,
   Series 1996, 1.80%(1)                                                  3,505,000        3,505,000

DISTRICT OF COLUMBIA--0.7%
District of Columbia HFA Single Family RRB, 2.57%, 7/25/08(3)             5,000,000        5,000,000
District of Columbia RB, National Museum Women Arts, 1.57%(1)             1,275,000        1,275,000
District of Columbia RB, Resources for the Future, Inc., 1.57%(1)         4,810,000        4,810,000
District of Columbia University RB, American University, Series 2003,
   1.55%(1)                                                               7,400,000        7,400,000
                                                                                      --------------
                                                                                          18,485,000

U.S. POSSESSIONS--0.1%
Puerto Rico CMWLTH HTAU RRB, Reset Option Certificates II-R
   Trust-Series 10327CE, 1.58%(1, 2)                                      2,800,000        2,800,000
Puerto Rico Sales Tax Finance Corp. RRB, SPEARS Deutsche Bank/Lifers
   Trust-Series DBE-627A, 1.55%(1, 2)                                       800,000          800,000
                                                                                      --------------
                                                                                           3,600,000


                        CENTENNIAL TAX EXEMPT TRUST


                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
OTHER SECURITIES--3.2%
Freddie Mac, Multifamily Certificates, Series M010, 2.55%(1)            $45,289,604   $   45,289,604
P-Floats Series PT-4314, 1.56%(1, 2)                                     21,460,000       21,460,000
P-Floats Series PZ-270, 1.57%(1, 2)                                       6,275,000        6,275,000
PAUNYNJ RRB, PTTR, Series 2929Z, 1.58%(1, 2)                              4,995,000        4,995,000
PAUNYNJ RRB, PTTR, Series 2945, 1.78%(1, 2)                               2,500,000        2,500,000
                                                                                      --------------
                                                                                          80,519,604
                                                                                      --------------
Total Short-Term Tax-Exempt Obligations (Cost $2,534,755,952)                          2,534,755,952
TOTAL INVESTMENTS, AT VALUE (COST $ 2,534,755,952)                            100.8%   2,534,755,952
LIABILITIES IN EXCESS OF OTHER ASSETS                                          (0.8)     (19,797,552)
                                                                        -----------   --------------
NET ASSETS                                                                    100.0%  $2,514,958,400
                                                                        ===========   ==============

INDUSTRY CLASSIFICATIONS ARE UNAUDITED.

FOOTNOTES TO STATEMENT OF INVESTMENTS

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

AA         Airport Authority
AAC        Aid Anticipation Certificates
BANs       Bond Anticipation Nts.
BOE        Board of Education
CD         Commercial Development
CDAU       Community Development Authority
CDD        Community Development District
CMWLTH     Commonwealth
COP        Certificates of Participation
DA         Dormitory Authority
DAU        Development Authority
DFA        Development Finance Authority
ECFA       Educational and Cultural Facilities Authority
ED         Economic Development
EDAU       Economic Development Authority
EDC        Economic Devel. Corp.
EDFAU      Economic Development Finance Authority
EDLFA      Educational Facilities Authority
ETET       Eagle Tax-Exempt Trust
EU         Electric Utilities
FA         Facilities Authority
FAU        Finance Authority
GOB        General Obligation Bonds
GOLB       General Obligation Ltd. Bonds
GORB       General Obligation Refunding Bonds
GOUN       General Obligation Unlimited Nts.
H&EFA      Health and Educational Facilities Authority
H&EFB      Health and Educational Facilities Board
HA         Hospital Authority
HAU        Housing Authority
HCF        Health Care Facilities
HE&HFA     Higher Education and Health Facilities Authority
HE&HFB     Health Educational and Housing Facility Board
HEFA       Higher Education Facilities Authority
HEFAU      Higher Educational Facilities Authority
HF         Health Facilities
HFA        Housing Finance Agency
HFB        Housing Facilities Board
HFAU       Health Facilities Authority
HFC        Housing Finance Corp.
HFDC       Health Facilities Devel. Corp.
HFFAU      Health Facilities Finance Authority
HOFA       Hospital Finance Agency/Authority
HTAU       Highway & Transportation Authority
IDA        Industrial Devel. Agency
IDAU       Industrial Development Authority
IDB        Industrial Development Board
IDC        Industrial Devel. Corp.
IDV        Industrial Development
IFA        Interim Finance Authority
ISD        Independent School District
MERLOTS    Municipal Exempt Receipts Liquidity Option Tender
MH         Multifamily Housing


                        CENTENNIAL TAX EXEMPT TRUST


STATEMENT OF INVESTMENTS Continued

FOOTNOTES TO STATEMENT OF INVESTMENTS Continued

MSTFC      Morgan Stanley & Co., Inc. Trust Floater Certificates
MTAU       Metropolitan Transportation Authority
MWFAU      Municipal Water Finance Authority
NYC        New York City
NYS        New York State
P-Floats   Puttable Floating Option Tax Exempt Receipts
PAUNYNJ    Port Authority of New York & New Jersey
PC         Pollution Control
PCFAU      Pollution Control Finance Authority
PFAU       Public Finance Authority
PFFAU      Public Facilities Finance Authority
POAU       Port Authority
PP         Professionals PRN, Inc.
PPSS       Public Power Supply System
PTTR       Puttable Tax Exempt Receipts
RA         Redevelopment Agency/Authority
RANs       Revenue Anticipation Nts.
RB         Revenue Bonds
RED        Redevelopment
REF        Refunding
RRB        Revenue Refunding Bonds
RTA        Regional Transportation Authority/Agency
SCDAU      Statewide Communities Development Authority
SDI        School District
SFM        Single Family Mtg.
SGMSTR     Societe Generale, NY Branch Municipal
           Security Trust Receipts
SPAST      Special Assessment
SPEARS     Short Puttable Exempt Adustable Receipts
SPO        Special Obligations
SPTX       Special Tax
SW         Solid Waste
SWD        Solid Waste Disposal
TANs       Tax Anticipation Nts.
TBTAU      Triborough Bridge & Tunnel Authority
TFA        Transitional Finance Authority
TS         Tobacco Settlement
TUAU       Turnpike Authority
TXAL       Tax Allocation
UDC        Urban Devel. Corp.
USD        Unified School District
WS         Water System
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, 2008. 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 $1,009,671,000 or 40.15% of the
     Trust's net assets as of June 30, 2008.

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

(4.) Illiquid security. The aggregate value of illiquid securities as of June
     30, 2008 was $11,560,000, which represents 0.46% of the Trust's net assets.
     See Note 4 of accompanying Notes.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                        CENTENNIAL TAX EXEMPT TRUST

STATEMENT OF ASSETS AND LIABILITIES June 30, 2008

ASSETS
Investments, at value (cost $2,534,755,952)--see accompanying
   statement of investments                                      $ 2,534,755,952
Receivables and other assets:
Interest                                                              11,325,322
Investments sold on a when-issued or delayed delivery basis            8,000,000
Shares of beneficial interest sold                                        18,283
Other                                                                    143,254
                                                                 ---------------
Total assets                                                       2,554,242,811

LIABILITIES
Bank overdraft                                                        35,359,042
Payables and other liabilities:
Investments purchased                                                  2,858,024
Dividends                                                                654,784
Distribution and service plan fees                                       129,225
Shareholder communications                                                95,686
Shares of beneficial interest redeemed                                    53,183
Transfer and shareholder servicing agent fees                             35,221
Trustees'compensation                                                     10,066
Other                                                                     89,180
                                                                 ---------------
Total liabilities                                                     39,284,411

NET ASSETS                                                       $ 2,514,958,400
                                                                 ===============

COMPOSITION OF NET ASSETS
Paid-in capital                                                  $ 2,514,766,534
Accumulated net investment loss                                          (27,138)
Accumulated net realized gain on investments                             219,004
                                                                 ---------------
NET ASSETS--applicable to 2,514,795,582 shares of
   beneficial interest outstanding                               $ 2,514,958,400
                                                                 ===============

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


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                        CENTENNIAL TAX EXEMPT TRUST


STATEMENT OF OPERATIONS For the Year Ended June 30, 2008

INVESTMENT INCOME
Interest                                                         $    60,754,641

EXPENSES
Management fees                                                        8,423,806
Service plan fees                                                      4,082,387
Transfer and shareholder servicing agent fees                            464,622
Shareholder communications                                               141,299
Custodian fees and expenses                                               37,698
Trustees' compensation                                                    14,775
Administration service fees                                                1,500
Other                                                                    259,328
                                                                 ---------------
Total expenses                                                        13,425,415
Less reduction to custodian expenses                                        (870)
                                                                 ---------------
Net expenses                                                          13,424,545

NET INVESTMENT INCOME                                                 47,330,096

NET REALIZED GAIN ON INVESTMENTS                                         226,633

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS             $    47,556,729
                                                                 ===============


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                        CENTENNIAL TAX EXEMPT TRUST


STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED JUNE 30,                                   2008             2007
- ---------------------------------------------    --------------   --------------
OPERATIONS
Net investment income                            $   47,330,096   $   53,632,623
Net realized gain                                       226,633          342,169
                                                 --------------   --------------
Net increase in net assets resulting from
   operations                                        47,556,729       53,974,792

DIVIDENDS AND/OR DISTRIBUTIONS
   TO SHAREHOLDERS
Dividends from net investment income                (47,357,234)     (53,632,623)
Distributions from net realized gain                   (336,019)        (281,265)

BENEFICIAL INTEREST TRANSACTIONS
Net increase (decrease) in net assets
   resulting from beneficial
   interest transactions                            814,218,151       (9,550,358)

NET ASSETS
Total increase (decrease)                           814,081,627       (9,489,454)
Beginning of period                               1,700,876,773    1,710,366,227
                                                 --------------   --------------
End of period (including accumulated net
   investment loss of $27,138 for the
   year ended June 30, 2008)                     $2,514,958,400   $1,700,876,773
                                                 ==============   ==============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                        CENTENNIAL TAX EXEMPT TRUST


FINANCIAL HIGHLIGHTS

YEAR ENDED JUNE 30,                                2008         2007      2006      2005      2004
- -------------------                               ------       ------    ------    ------    ------
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)       .03(1)    .02(1)    .01(1)     --(2)
Dividends and/or distributions to shareholders:
Dividends from net investment income                (.02)        (.03)     (.02)     (.01)       --(2)
Distributions from net realized gain                  --(2)        --(2)     --        --        --
Total dividends and/or distributions to
   shareholders                                     (.02)        (.03)     (.02)     (.01)       --(2)
                                                  ------       ------    ------    ------    ------
Net asset value, end of period                    $ 1.00       $ 1.00    $ 1.00    $ 1.00    $ 1.00
                                                  ======       ======    ======    ======    ======
TOTAL RETURN(3)                                     2.44%        3.09%     2.44%     1.21%     0.35%
                                                  ======       ======    ======    ======    ======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)           $2,515       $1,701    $1,710    $1,701    $1,778
Average net assets (in millions)                  $2,040       $1,764    $1,701    $1,797    $1,851
Ratios to average net assets:(4)
Net investment income                               2.32%        3.04%     2.40%     1.20%     0.35%
Total expenses                                      0.66%        0.67%     0.68%     0.67%     0.67%
Expenses after payments, waivers and/or
   reimbursements and reduction to custodian
   expenses                                         0.66%        0.67%     0.68%     0.65%     0.67%

(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 full 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 less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                        CENTENNIAL TAX EXEMPT TRUST


NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Centennial Tax Exempt Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.
The Trust's investment objective is to seek the maximum short-term interest
income exempt from federal income taxes that is consistent with low capital risk
and the maintenance of liquidity. The Trust's investment adviser is Centennial
Asset Management Corporation (the "Manager"), a subsidiary of OppenheimerFunds,
Inc. ("OFI").

     The following is a summary of significant accounting policies consistently
followed by the Trust.

SECURITIES VALUATION. The net asset value of shares of the Trust is normally
determined twice each day, at 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.
Securities are valued at cost adjusted by the amortization of discount or
premium to maturity (amortized cost), which approximates market value. If
amortized cost is determined not to approximate market value, the fair value of
the portfolio securities will be determined under procedures approved by the
Trust's Board of Trustees.

SECURITIES ON A WHEN-ISSUED OR DELAYED DELIVERY BASIS. The Trust may purchase
securities on a "when-issued" basis, and may purchase or sell securities on a
"delayed delivery" basis. "When-issued" or "delayed delivery" refers to
securities whose terms and indenture are available and for which a market
exists, but which are not available for immediate delivery. Delivery and payment
for securities that have been purchased by the Trust on a when-issued basis
normally takes place within six months and possibly as long as two years or more
after the trade date. During this period, such securities do not earn interest,
are subject to market fluctuation and may increase or decrease in value prior to
their delivery. The purchase of securities on a when-issued basis may increase
the volatility of the Trust's net asset value to the extent the Trust executes
such transactions while remaining substantially fully invested. When the Trust
engages in when-issued or delayed delivery transactions, it relies on the buyer
or seller, as the case may be, to complete the transaction. Their failure to do
so may cause the Trust to lose the opportunity to obtain or dispose of the
security at a price and yield it considers advantageous. The Trust maintains
internally designated assets with a market value equal to or greater than the
amount of its purchase commitments. The Trust may also sell securities that it
purchased on a when-issued basis or forward commitment prior to settlement of
the original purchase.

As of June 30, 2008, the Trust had purchased securities issued on a when-issued
or delayed delivery basis and sold securities issued on a delayed delivery basis
as follows:

                    WHEN-ISSUED
                    OR DELAYED
                  DELIVERY BASIS
                   TRANSACTIONS
                  --------------
Sold securities     $8,000,000


                        CENTENNIAL TAX EXEMPT TRUST


NOTES TO FINANCIAL STATEMENTS Continued

1. SIGNIFICANT ACCOUNTING POLICIES Continued

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 Trust
files income tax returns in U.S. federal and applicable state jurisdictions. The
statute of limitations on the Trust's tax return filings generally remain open
for the three preceding fiscal reporting period ends.

The tax components of capital shown in the following table represent
distribution requirements the Trust must satisfy under the income tax
regulations, losses the Trust may be able to offset against income and gains
realized in future years for federal income tax purposes.

UNDISTRIBUTED NET    UNDISTRIBUTED     ACCUMULATED LOSS
INVESTMENT INCOME   LONG-TERM GAINS   CARRYFORWARD(1,2)
- -----------------   ---------------   -----------------
    $835,690            $48,355              $--

(1.) During the fiscal year ended June 30, 2008, the Trust did not utilize any
     capital loss carryforwards.

(2.) During the fiscal year ended June 30, 2007, the Trust did not utilize any
     capital loss carryforwards.

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Trust.

The tax character of distributions paid during the years ended June 30, 2008 and
June 30, 2007 was as follows:

                              YEAR ENDED      YEAR ENDED
                            JUNE 30, 2008   JUNE 30, 2007
                            -------------   -------------
Distributions paid from:
Ordinary income              $    39,532     $        --
Exempt-interest dividends     47,357,234      53,632,623
Long-term capital gain           296,487         281,265
                             -----------     -----------
Total                        $47,693,253     $53,913,888
                             ===========     ===========

TRUSTEES' COMPENSATION. The Board of Trustees has adopted a compensation
deferral 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


                         CENTENNIAL TAX EXEMPT TRUST

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 compensation deferral plan.

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and
distributions to shareholders, which are determined in accordance
with income tax regulations and may differ from U.S. generally
accepted accounting principles, 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.

INVESTMENT INCOME. Interest income is recognized on an accrual basis. Discount
and premium, which are included in interest income on the Statement of
Operations, are amortized or accreted daily.

CUSTODIAN FEES. "Custodian fees and expenses" in the Statement of
Operations may include interest expense incurred by the Trust on any
cash overdrafts of its custodian account during the period. Such cash
overdrafts may result from the effects of failed trades in portfolio
securities and from cash outflows resulting from unanticipated
shareholder redemption activity. The Trust pays interest to its
custodian on such cash overdrafts, 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. Such interest
expense and other custodian fees may be paid with these earnings.

SECURITY TRANSACTIONS. Security transactions are recorded on the
trade date. Realized gains and losses on securities sold are
determined on the basis of identified cost.

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.

OTHER. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of increases and decreases in net
assets from operations during the reporting period. Actual results
could differ from those estimates.


                   CENTENNIAL TAX EXEMPT TRUST


NOTES TO FINANCIAL STATEMENTS Continued

2. SHARES OF BENEFICIAL INTEREST

The Trust has authorized an unlimited number of no par value shares
of beneficial interest. Transactions in shares of beneficial interest
were as follows:

                               YEAR ENDED JUNE 30, 2008             YEAR ENDED JUNE 30, 2007
                           --------------------------------   -----------------------------------
                               SHARES            AMOUNT           SHARES             AMOUNT
                           --------------   ---------------   --------------    -----------------
Sold                        7,247,964,441   $ 7,247,964,441    5,228,156,425    $   5,228,156,425
Dividends and/or
distributions reinvested       47,100,245        47,100,245       53,788,375           53,788,375
Redeemed                   (6,480,846,535)   (6,480,846,535)  (5,291,495,158)      (5,291,495,158)
                           --------------   ---------------   --------------    -----------------
Net increase (decrease)       814,218,151       814,218,151       (9,550,358)   $      (9,550,358)
                           ==============   ===============   ==============    =================

3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

MANAGEMENT FEES. Under the investment advisory agreement, the Trust
pays the Manager a management fee based on the daily net assets of
the Trust at an annual rate as shown in the following table:

FEE SCHEDULE
- ------------------
Up to $250 million    0.500%
Next $250 million     0.475
Next $250 million     0.450
Next $250 million     0.425
Next $250 million     0.400
Next $250 million     0.375
Next $500 million     0.350
Next $2 billion       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. The Trust
pays SSI a per account fee. For the year ended June 30, 2008, the
Trust paid $469,711 to SSI for services to the Trust.

SERVICE PLAN (12B-1) FEES. The Trust has adopted a Service Plan (the
"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 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 (together with significant amounts
from the Manager's own resources) to pay dealers, brokers, banks and
other financial institutions periodically for providing personal
service and maintenance of accounts of their customers that hold
shares of the Trust. Fees incurred by the Trust under the Plan are
detailed in the Statement of Operations.

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


                   CENTENNIAL TAX EXEMPT TRUST


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

4. ILLIQUID SECURITIES

As of June 30, 2008, investments in securities included issues that
are illiquid. 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. The Trust will not invest
more than 10% of its net assets (determined at the time of purchase
and reviewed periodically) in illiquid securities. Securities that
are illiquid are marked with an applicable footnote on the Statement
of Investments.

5. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 157,
FAIR VALUE MEASUREMENTS. This standard establishes a single
authoritative definition of fair value, sets out a framework for
measuring fair value and expands disclosures about fair value
measurements. SFAS No. 157 applies to fair value measurements already
required or permitted by existing standards. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal
years. As of June 30, 2008, the Manager does not believe the adoption
of SFAS No. 157 will materially impact the financial statement
amounts; however, additional disclosures may be required about the
inputs used to develop the measurements and the effect of certain of
the measurements on changes in net assets for the period.

     In March 2008, FASB issued SFAS No. 161, DISCLOSURES ABOUT
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. This standard requires
enhanced disclosures about derivative and hedging activities,
including qualitative disclosures about how and why the Trust uses
derivative instruments, how these activities are accounted for, and
their effect on the Trust's financial position, financial performance
and cash flows. SFAS No. 161 is effective for financial statements
issued for fiscal years beginning after November 15, 2008 and interim
periods within those fiscal years. At this time, management is
evaluating the implications of SFAS No. 161 and its impact on the
Trust's financial statements and related disclosures.


                   CENTENNIAL TAX EXEMPT TRUST




               Appendix A

    Description of Securities Ratings

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

SHORT TERM DEBT RATINGS.

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

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

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

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

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

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

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

Standard &amp; 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  &amp;
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+."
















- -----------------------------------------
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
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202

Legal Counsel

Bell, Boyd &amp; Lloyd, LLC
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207


PX0160.01.1008




(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)   Oppenheimer  Funds  Compensation  Deferral Plan, as Amended and Restated
Effective January 1, 2008: Previously filed with Post-Effective  Amendment No.
18 to the Registration Statement of Oppenheimer  International Bond Fund (Reg.
No. 33-58383), (12/20/07), and incorporated herein by reference.

(g)   (i) Global Custodial  Services Agreement dated July 15, 2003, as amended
July 26, 2007,:  Previously filed with  Post-Effective  Amendment No. 1 to the
Registration  Statement of Oppenheimer  Rochester Arizona Municipal Fund (Reg.
No. 333-132778), 07/26/07, and incorporated herein by reference.

      (ii) Amended and Restated  Foreign Custody  Manager  Agreement dated May
31,  2001,  as amended  July 15,  2003:  Previously  filed with  Pre-effective
Amendment No. 1 to the  Registration  Statement of  Oppenheimer  International
Large-Cap Core Trust (Reg. No. 333-106014),  (8/5/03), 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 Attorney dated August 20, 2008for all Trustees/Directors
and Officers:  Previously filed with the Initial Registration Statement of
Oppenheimer Master Event-Linked Bond Fund, LLC(File No. 811-22207), 5/21/08,
and incorporated herein by reference.


      (ii) Power of Attorney for Richard F. Grabish: Previously filed with t
Post-Effective Amendment No. 20 to the Registration Statement of Centennial
California Tax Exempt Trust (Reg. No. 33-3047)1, (8/15/2005), and
incorporated herein by reference.


(p)   Amended  and  Restated  Code of Ethics of the  Oppenheimer  Funds  dated
August  30,  2007  under Rule  17j-1 of the  Investment  Company  Act of 1940:
Previously  filed  with the  Initial  Registration  Statement  of  Oppenheimer
Portfolio   Series  Fixed  Income   Investor  Fund  (Reg.   No.   333-146105),
(09/14/07), 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 Seventh 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
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Timothy Abbuhl,              Vice  President  of   OppenheimerFunds,   Inc.  and
Treasurer                    OppenheimerFunds   Distributor,   Inc.;   Assistant
                             Treasurer of Oppenheimer Acquisition Corp.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Agan,                 Senior Vice  President of  OppenheimerFunds,  Inc.,
Vice President               Shareholder    Financial    Services,    Inc.   and
                             Shareholders  Services,  Inc.;  Vice  President  of
                             OppenheimerFunds  Distributor, Inc. and OFI Private
                             Investments Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Carl Algermissen,            Vice    President   and   Associate    Counsel   of
Assistant Secretary          OppenheimerFunds, 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).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Susan Cornwell,              Senior 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.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Kristi Feinberg,             Assistant  Treasurer  of  Oppenheimer   Acquisition
Assistant Treasurer          Corp.,  OppenheimerFunds,  Inc.,  OFI Trust Company
                             and OFI Institutional  Asset Management;  Treasurer
                             of OFI Private Investments,  Shareholder  Financial
                             Services   ,  Inc.   Shareholder   Services,   Inc,
                             Oppenheimer    Real    Asset    Management,    Inc.
                             HarbourView    Asset    Management    Company   and
                             OppenheimerFunds Legacy Program.

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

Kathleen T. Ives,            Vice   President   and   Assistant   Secretary   of
Assistant Secretary          OppenheimerFunds  Distributor, Inc. and Shareholder
                             Services,  Inc.;  Vice  President,  Deputy  General
                             Counsel     and     Assistant      Secretary     of
                             OppenheimerFunds,   Inc.;  Assistant  Secretary  of
                             OppenheimerFunds  Legacy  Program  and  Shareholder
                             Financial Services, Inc.

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

Richard Knott,               President    &   Director    of    OppenheimerFunds
Executive Vice President     Distributor,  Inc.; Executive Vice President of OFI
& Director                   Private Investments Inc. and OppenheimerFunds, Inc.

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

David Robertson,             Senior   Vice    President   of    OppenheimerFunds
President & Director         Distributor, Inc. and OppenheimerFunds, Inc.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Cameron Ullyatt,             Vice President of OppenheimerFunds, Inc.
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
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,   Oppenheimer  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.

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

Carol E. Wolf,               Senior Vice  President  of  OppenheimerFunds,  Inc.
Vice President               and of HarbourView  Asset  Management  Corporation;
                             Vice   President   of   OFI   Institutional   Asset
                             Management,  Inc.;  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.;
                             Executive  Vice  President,   General  Counsel  and
                             Director  of  OFI  Trust   Company;   Director  and
                             Assistant     Secretary     of     OppenheimerFunds
                             International  Limited  and  OppenheimerFunds  plc;
                             Vice  President,  Secretary and General  Counsel of
                             Oppenheimer    Acquisition   Corp.;   Director   of
                             OppenheimerFunds      International     Distributor
                             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 Absolute Return Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer Baring China Fund
Oppenheimer Baring Japan Fund
Oppenheimer Baring SMA International Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Commodity Strategy Total Return 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 Equity Fund, Inc.

Oppenheimer Equity Income Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Global Value Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer International Bond Fund
Oppenheimer Institutional Money Market Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
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 Master Loan Fund, LLC
Oppenheimer Master International Value Fund, LLC
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
Equity Investor Fund
Conservative Investor Fund
   Moderate Investor Fund

Oppenheimer Portfolio Series Fixed Income Active Allocation 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 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 Real Estate Fund
Oppenheimer Rising Dividends Fund, Inc.
Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (1 series):
Oppenheimer Value Fund
Oppenheimer SMA Core Bond Fund
Oppenheimer SMA International Bond Fund
Oppenheimer Strategic Income Fund
Oppenheimer Transition 2010 Fund
Oppenheimer Transition 2015 Fund
Oppenheimer Transition 2020 Fund
Oppenheimer Transition 2025 Fund
Oppenheimer Transition 2030 Fund
Oppenheimer Transition 2040 Fund
Oppenheimer Transition 2050 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):
   Government Securities Portfolio
   Growth 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, 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 Acquisition Corp., OFI
Private Investments Inc., OFI Institutional Asset Management, Inc.
Oppenheimer Real Asset Management, Inc. and OFI Trust Company is Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

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


The address of OppenheimerFunds International Ltd. is 70 Sir John Rogerson's
Quay, Dublin 2, Ireland.


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

The address of OppenheimerFunds International Distributor Limited is Suite
1601, Central Tower, 28 Queen's Road 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
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Timothy Abbuhl(2)    Treasurer                            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Agan(2)       Vice President                       None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Carl Algermissen(2)  Assistant Secretary                  None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Janette Aprilante(1) Secretary                            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Susan Cornwell(2)    Vice President                       None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen T. Ives(2)  Assistant Secretary                  Assistant Secretary
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard Knott(1)     Executive Vice President & Director  None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David Robertson(1)   President & Director                 None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark S. Vandehey(2)  Vice President and Chief Compliance  Vice President and
                     Officer                              Chief Compliance
                                                          Officer
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Carol E. Wolf(2)     Vice President                       Vice President &
                                                          Portfolio Manager

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

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert G. Zack(1)    General Counsel                      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.








[PG NUMBER]

C-14

                                  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 County of Arapahoe and State of Colorado on
the 24th day of October, 2008.



                              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
William L. Armstrong *        Chairman of the

- ----------------------------------                          Board Trustees
October 24, 2008
William L. Armstrong


John V. Murphy*               President, Principal

- ----------------------------------                          Executive Officer
& Trustee                     October 24, 2008
John V. Murphy


Brian W. Wixted*              Treasurer, Principal          October 24, 2008
- ----------------------------------                          Financial &
Brian W. Wixted               Accounting Officer


George Bowen*                 Trustee                       October 24, 2008

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


Edward L. Cameron *           Trustee                       October 24, 2008

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


Jon S. Fossel*                Trustee                       October 24, 2008

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


Sam Freedman*                 Trustee                       October 24, 2008

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

Richard F. Grabish*           Trustee                       October 24, 2008

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


Beverly L. Hamilton*          Trustee                       October 24, 2008

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


Robert J. Malone*             Trustee                       October 24, 2008

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


F. William Marshall, Jr.      Trustee                       October 24, 2008

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


*By: /s/ Kathleen T. Ives

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

Kathleen T. Ives, Attorney-in-Fact







                         CENTENNIAL TAX EXEMPT TRUST


                       Post-Effective Amendment No. 46


                      Registration Statement No. 2-69654



                                EXHIBIT INDEX


Exhibit No.                   Description


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

EX-99.J 2 consent.htm INDEPENDENT AUDITORS' CONSENT CENTENNIAL TAX EXEMPT TRUST

        CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Post-Effective Amendment No. 46 to
Registration Statement No. 2-69653 on Form N-1A of our report dated
August 8, 2008, relating to the financial statements and financial
highlights of Centennial Tax Exempt Trust, appearing in the Annual
Report on Form N-CSR of Centennial Tax Exempt Trust for the year ended
June 30, 2008, and to the references to us under the headings
"Independent Registered Public Accounting Firm" in the Statement of
Additional Information and "Financial Highlights" in the Prospectus,
which are part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado
October 24, 2008

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