CENTENNIAL GOVERNMENT TRUST

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

                                                Registration No. 2-75812
                                                       File No. 811-3391

                   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. 42                                            [X]


                                 and/or

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


Amendment No. 37                                                           [X]


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

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         6803 South Tucson Way, Centennial, Colorado 80112-3924
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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.
 Two World Financial Center, 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 Government Trust
                   Supplement dated October 24, 2008 to the
                      Prospectus dated October 24, 2008

This supplement amends the Prospectus of Centennial Government 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                                      PS0170.018

Centennial Government Trust

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Prospectus dated October 24,2008

Centennial Government Trust is a money
market mutual fund. It seeks a high
level of current income consistent
with preserving capital and
maintaining liquidity. The Trust
invests in short-term, high-quality
"money market" investments.

This prospectus contains important
information about the Trust's
objective, its investment policies,
strategies and risks. It also
contains important information about
how to buy and sell shares of the
As with all mutual funds, the Trust and other account features.
Securities and Exchange Commission has Please read this prospectus carefully
not approved or disapproved the Trust's before you invest and keep it for
securities nor has it determined that future reference about your account.
this prospectus is accurate or
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 a high level of current
income that is consistent with the preservation of capital 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. The
Trust invests principally in short-term, U.S. dollar denominated debt instruments
issued by the U.S. government, its agencies and instrumentalities. 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. Many of the securities
issued by the U.S. government are not rated, but the Trust may purchase them
because they meet the "high quality" standards of the Trust.

The Trust will invest under normal circumstances at least 80% of its net
assets (plus any borrowings for investment purposes) in debt instruments issued by
the U.S. government, its agencies and instrumentalities. Although this is not a
fundamental policy, the amount so invested will not be changed by the Board without
providing shareholders at least 60 days prior notice of the change.

WHO IS THE TRUST DESIGNED FOR? The Trust is designed for investors who are seeking
income 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 investments (and its share price) to fall. As a
result, there is a risk that the Trust's shares could fall below $1.00 per share.
If there is a high redemption demand for the Trust's shares that was not
anticipated, portfolio securities might have to be sold prior to their maturity at
a loss. Also, there is the risk that the value of your investment could be eroded
over time by the effects of inflation, and that poor security selection could cause
the Trust to underperform other funds with similar objectives.

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

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

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

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

For the period from 1/1/08 through 9/30/08 the cumulative total return (not
annualized) was 1.32%.
During the period shown in the bar chart, the highest return (not annualized) for a
calendar quarter was 1.48%
(4th Q'00) and the lowest return (not annualized) for a calendar quarter was 0.09%
(2nd Q '04).

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

2007

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Centennial Government Trust 4.48% 2.54% 3.25%
(inception 10/5/81)

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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 0.46%

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Distribution and/or Service (12b-1) Fees 0.20%
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Other Expenses 0.10%

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Total Annual Operating Expenses(1) 0.76%

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Expenses may very 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 January 31, 2008, A.G. Edwards, a division of Wachovia Securities, LLC
("Edwards"), a broker-dealer, held 1,151,242,470.25 shares of the Trust,
representing approximately 95.11% of the issued and outstanding shares of the Trust
on that date, for the benefit of its clients' accounts. As a result of its
consolidation with Wachovia Securities, LLC, Edwards has redeemed shares of the
Trust held for the benefit of certain of its clients' accounts in a series of
redemptions that occurred in stages over the course of 2008, representing
approximately 80.16% of the shares of the Trust (measured as of January 31, 2008).
Edwards has advised the Manager that it intends to redeem the remaining shares of
the Trust held for the benefit of its clients' accounts on or about February13,
2009. As a result of these redemptions, 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
0.76% 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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$78 $244 $424 $946

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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 U.S. Government Securities. The Trust invests mainly in obligations issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities. Some are direct obligations of the U.S. Treasury, such as
Treasury bills, notes and bonds, and are supported by the full faith and
credit of the United States. Although these U.S. Government Securities are
not rated, they are "high quality" investments under the rules that apply to
money market funds. Other U.S. government securities, such as pass-through
certificates issued by the Government National Mortgage Association (Ginnie
Mae), are also supported by the full faith and credit of the U.S.
government. Some government securities, agencies or instrumentalities of the
U.S. government are supported by the right of the issuer to borrow from the
U.S. Treasury, such as securities of the Federal National Mortgage
Association (Fannie Mae). Others may be supported only by the credit of the
instrumentality, such as obligations of the Federal Home Loan Mortgage
Corporation (Freddie Mac).

o Other Money Market Instruments. The Trust can invest in variable or floating
rate notes, variable rate master demand notes or in master demand notes. The
Trust can also purchase other debt obligations with a length of permitted
maturity up to the maximum permitted under Rule 2a-7 (currently 397 days)
from the date of purchase. It may purchase debt obligations that have been
called for redemption by the issuer if the redemption will occur within the
length of permitted maturity up to the maximum permitted under Rule 2a-7
(currently 397 days). Please refer to "What Standards Apply to the Trust's
Investments?" below for more details.

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. The Trust invests mainly in
obligations issued or guaranteed by the U.S. Government and any of its agencies or
instrumentalities. "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. According
to the standards, the Trust can invest without limit in U.S. government securities
because of their limited investment risks. No security's maturity will exceed the
maximum time permitted under Rule 2a-7 (currently 397 days). Finally, the Trust
must maintain a dollar-weighted average portfolio maturity of not more than 90
days, to reduce interest rate risks.

Can the Trust's Investment Objective and Policies Change? The Trust's Board of
Trustees 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 of the investment restrictions that
are fundamental policies are listed in the Statement of Additional
Information. An investment policy is not fundamental unless this prospectus
or the Statement of Additional Information says that it is.

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

Floating Rate/Variable Rate Notes. The Trust can purchase investments with
floating or variable interest rates. Variable rates are adjustable at stated
periodic intervals. Floating rates are 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).

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 may be subject to repurchase agreements
maturing in seven days or less.

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 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.

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 its Statement of Investment on
Form N-Q, which is 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 Trust's Board of Trustees, under an investment advisory
agreement with each Trust that states the Manager's responsibilities. The
agreement sets the fees the Trust pays to the Manager and describes the expenses
that the Trust is responsible to pay to conduct its business.

The Manager has been an investment adviser since 1978. The Manager and its
parent company and controlled affiliates managed more than $195 billion in assets
as of September30, 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, were 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 fees for its
fiscal year ended June 30, 2008, were 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 were 0.41% of the
Trust's average annual net assets.

A discussion of the matters considered by the Trusts' Independent Trustees, in
approving the Trusts' 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 Trusts 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 the Trusts and
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 a Trust's shares, the redemption
rates on accounts of clients of the intermediary or overall asset levels of the
Trusts or 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, the
Distributor or the Sub-Distributor's relationship with the intermediary. The
Manager, the 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, the 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, the 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 and 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, the 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, the
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:
o 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.

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.

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Use the following address for Send courier or express mail
------------------------------------------------------- requests to:
regular mail: Shareholder Services, Inc.
Shareholder Services, Inc. 12100 East Iliff Avenue, Suite 300
P.O. Box 5143 Aurora, Colorado 80014
Denver, Colorado 80217-5143

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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 the Trust purchased by exchange of
shares of an eligible fund on which you paid a sales charge.

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

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

"Backup withholding" of federal income tax may be applied against taxable
dividends, distributions and redemption proceeds (including exchanges) if you
fail to furnish the 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 Program, 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 your selected 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 the 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                .03 1          .05 1        .03 1         .01 1          -- 2
----------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                  (.03)          (.05)        (.03)         (.01)           -- 2
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $   1.00      $    1.00     $   1.00      $   1.00      $   1.00
                                                  ====================================================================

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                        3.18%          4.64%        3.54%         1.45%         0.48%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------

Net assets, end of period (in millions)           $    413      $     963     $  1,149      $  1,226      $  1,428
----------------------------------------------------------------------------------------------------------------------
Average net assets (in millions)                  $  1,085      $   1,166     $  1,192      $  1,360      $  1,628
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                 3.15%          4.55%        3.44%         1.41%         0.49%
Total expenses                                        0.76%          0.74%        0.74%         0.73%         0.71%
Expenses after payments, waivers
and/or reimbursements and reduction
to custodian expenses                                 0.76%          0.74%        0.74%         0.73%         0.60%

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 Government 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 Trust 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.: 811-3391           Centennial Asset Management Corporation

PR0170.001.1008
Printed on recycled paper







APPENDIX TO THE PROSPECTUS OF
CENTENNIAL GOVERNMENT TRUST

      Graphic material included in the prospectus of Centennial Government Trust
(the "Trust") under the heading:  "Annual Total Returns (as of 12/31 each year)."

      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                         4.84%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/99                         4.43%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/00                         5.71%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/01                         3.54%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/02                         1.35%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/03                         0.77%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/04                         0.67%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/05                         2.51%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/06                         4.34%
--------------------------------------------------------------------
--------------------------------------------------------------------

12/31/07                         4.48%

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

------------------------------------------------------------------------------
Centennial Government 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










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

Additional Information About the Trust's Investment Policies and Risks


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


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

      The Trust's objective is to seek a high level of current income
consistent with preservation of capital and the maintenance of liquidity.
The Trust will not make investments with the objective of seeking capital
growth.  However, the value of the securities held by the Trust may be
affected by changes in general interest rates.  Because the current value of
debt securities varies inversely with changes in prevailing interest rates,
if interest rates increase after a security is purchased, that security would
normally decline in value.  Conversely, if interest rates decrease after a
security is purchased, its value would rise.  However, those fluctuations in
value will not generally result in realized gains or losses to the Trust
since the Trust does not usually intend to dispose of securities prior to
their maturity.  A debt security held to maturity is redeemable by its issuer
at full principal value plus accrued interest.

      The Trust may sell securities prior to their maturity, to attempt to
take advantage of short-term market variations, or because of a revised
credit evaluation of the issuer or other considerations. The Trust may also
do so to generate cash to satisfy redemptions of Trust shares.  In such
cases, the Trust may realize a capital gain or loss on the security.

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."


|X|   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 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.

|X|   Diversification.  The Trust cannot invest more than 5% of its total
assets in securities issued by one issuer other than securities issued or
guaranteed by the U.S. government.  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.  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
demand feature or guarantee is a second tier security, the Trust may not
invest more than 5% of its total assets in securities subject to demand
features or guarantees from the same issuer.  And, the Trust may not invest
more than 10% of its total assets in securities issued by or subject to
demand features or guarantees from the same issuer.  However, if the demand
feature or guarantee is issued by a person who is a non-controlled person,
the Trust does not have to limit its investments to no more than 10% of its
total assets in securities issued by or subject to demand features or
guarantees from the same issuer.

|X|   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 (or
any other applicable rule) 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.

|X|   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.

      When the Trust buys municipal securities, it 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 purchased in conjunction with a Municipal Security 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 because the Trust
uses the amortized cost method to value its portfolio securities.

      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.


      U.S. Government Securities.  U.S. government securities are obligations
issued or guaranteed by the U.S. government or its agencies or
instrumentalities.  They include Treasury Bills (which mature within one year
of the date they are issued) and Treasury Notes and Bonds (which are issued
with longer maturities).  All Treasury securities are backed by the full
faith and credit of the United States.


      U.S. government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage
Association, General Services Administration, Bank for Cooperatives, Federal
Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate
Credit Banks, Federal Land Banks, Maritime Administration, the Tennessee
Valley Authority and the District of Columbia Armory Board.

      Securities issued or guaranteed by U.S. government agencies and
instrumentalities are not always backed by the full faith and credit of the
United States.  Some, such as securities issued by the Federal National
Mortgage Association ("Fannie Mae"), are backed by the right of the agency or
instrumentality to borrow from the Treasury.  Others, such as securities
issued by the Federal Home Loan Mortgage Corporation ("Freddie Mac"), are
supported only by the credit of the instrumentality and not by the Treasury.
If the securities are not backed by the full faith and credit of the United
States, the purchaser must look principally to the agency issuing the
obligation for repayment and may not be able to assert a claim against the
United States if the issuing agency or instrumentality does not meet its
commitment.  The Trust will invest in U.S. government securities of such
agencies and instrumentalities only when the Manager is satisfied that the
credit risk with respect to such instrumentality is minimal and that the
security is an Eligible Security.

      Repurchase Agreements.  In a repurchase transaction, the Trust acquires
a security from, and simultaneously resells it to, an approved vendor for
delivery on an agreed-upon future date.  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.
An "approved vendor" may be 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 $50 million which has been designated a
primary dealer in government securities. They must meet credit requirements
set by the Manager from time to time.

      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.  The Trust will not enter into a repurchase agreement that will
cause more than 10% of its net assets to be subject to repurchase agreements
maturing in more than seven days.

      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 collateral's value 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.  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.


      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|   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.



Other Investment Strategies

      |X|   Illiquid and Restricted Securities.  Under the policies and
procedures established by the Trust's Board of Trustees and the Manager, 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|   Loans of Portfolio Securities.  To attempt to increase its income, the
Trust may lend its portfolio securities to brokers, dealers and other
financial institutions.  These loans are limited to not more than 25% of the
value of the Trust's total assets and are subject to other conditions
described below. The Trust will not enter into any securities lending
agreements having a maturity of greater than the maximum time permitted under
Rule 2a-7. The Trust presently does not intend to lend its portfolio
securities, but if it does the value of securities loaned will not exceed 5%
of the value of the Trust's total assets in the coming year. There are some
risks in lending securities.  The Trust could experience a delay in receiving
additional collateral to secure a loan, or a delay in recovering the loaned
securities.

      The Trust may receive collateral for a loan. Any securities received as
collateral for a loan must mature in twelve months or less.  Under current
applicable regulatory requirements (which are subject to change), on each
business day the loan collateral must be at least equal to the market value
of the loaned securities.  The collateral must consist of cash, bank letters
of credit, U.S. government securities or other cash equivalents in which the
Trust is permitted to invest.  To be acceptable as collateral, letters of
credit must obligate a bank to pay amounts demanded by the Trust if the
demand meets the terms of the letter.  Such terms and the issuing bank must
be satisfactory to the Trust.

      When it lends securities, the Trust receives from the borrower an
amount equal to the interest paid or the dividends declared on the loaned
securities during the term of the loan.  It may also receive negotiated loan
fees and the interest on the collateral securities, less any finders',
custodian, administrative or other fees the Trust pays in connection with the
loan.  The Trust may share the interest it receives on the collateral
securities with the borrower as long as it realizes at least a minimum amount
of interest required by the lending guidelines established by its Board of
Trustees.

      The Trust will not lend its portfolio securities to any officer,
Trustee, employee or affiliate of the Trust or its Manager.  The terms of the
Trust's loans must meet certain tests under the Internal Revenue Code and
permit the Trust to reacquire loaned securities on five business days notice
or in time to vote on any important matter.


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 enter into repurchase agreements maturing in more than
            seven days or purchase securities which are restricted as to
            resale or for which market quotations are not readily available,
            if any such investment would cause more than 10% of the Trust's
            assets to be invested in such securities.

o     The Trust cannot borrow money in excess of 10% of the value of its
            total assets, and then only as a temporary measure for
            extraordinary or emergency purposes; provided that the Trust will
            not make any investment at a time during which such borrowing
            exceeds 5% of the value of its assets; no assets of the Trust may
            be pledged, mortgaged or assigned to secure a debt.

o     The Trust cannot make loans, except through (i) the purchase of debt
            securities listed in the Prospectus under "Investment Objective
            and Policies," (ii) the purchase of such debt securities subject
            to repurchase agreements, or (iii) loans of securities as
            described under "Other Investment Strategies - Loans of Portfolio
            Securities," in this Statement of Additional Information.

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.

o     The Trust cannot purchase securities on margin or make short sales of
            securities.

o     The Trust cannot invest in or hold securities of any issuer if those
            officers and Trustees 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 of other companies.

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.

o     The Trust cannot invest in any debt instrument having a remaining
            maturity in excess of the maturity limitation in Rule 2a-7 of the
            Investment Company Act, as it may be amended from time to time,
            or any other applicable rule, unless it is a debt instrument that
            is (1) subject to a repurchase agreement, (2) called for
            redemption, or (3) purchased subject to a demand feature such
            that the security is due and payable within the remaining
            maturity limitation in Rule 2a-7.

o     The Trust cannot concentrate investment in any particular industry.
            Therefore the Trust will not purchase the securities of issuers
            in any one industry if as a result of that purchase 25% or more
            of the value of the Trust's total assets would consist of
            securities of issuers in that industry.  The Trust's investments
            in U.S. government securities and bank obligations located in the
            United States (other than obligations of foreign branches of
            domestic banks and obligations issued or guaranteed by foreign
            banks) are not subject to this limitation.

      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 trustees of the Manager, 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 and 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 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 director
    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, Sub-Distributor, 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, 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 Trust 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 Authority ("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-advisers 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 Trust 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,
Sub-Distributor, Distributor, and Transfer Agent (the "CCO") shall oversee
the compliance by the Manager, Sub-Distributor, 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 Boards as to any amendments that the CCO believes are necessary and
desirable to carry out or improve these policies and procedure.

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 & Co.
AG Edwards                   Fox-Pitt, Kelton         Oscar Gruss
Allen & 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 & Co.      Punk Ziegel & Co
Barra                        Goldman Sachs            Raymond James
BB&T                         Howard Weil              RBC
Bear Stearns                 HSBC                     Reuters
Belle Haven                  ISI Group                RiskMetrics/ISS
Bloomberg                    ITG                      Robert W. Baird
BMO Capital Markets          Janco                    Roosevelt & 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 & Co        Sidoti
Caris & Co.                  JP Morgan Securities     Simmons
CIBC World Markets           Kaufman Brothers         Sander Morris Harris
Citigroup Global Markets     Keefe, Bruyette & Woods  Societe Generale
CJS Securities               Keijser Securities       Soleil Securities Group
Cleveland Research           Kempen & Co. USA Inc.    Standard & Poors
Cogent                       Kepler Equities/Julius   Stanford Group
                             Baer Sec
Collins Stewart              KeyBanc Capital Markets  State Street Bank
Cowen & Company              Lazard Freres & Co       Stephens, Inc.
Craig-Hallum Capital Group   Leerink Swan             Stifel Nicolaus
LLC
Credit Agricole Cheuvreux    Lehman Brothers          Stone & 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 & 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 1982, 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.

|X|   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 hold meetings 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), Edward L. Cameron, Robert J. Malone and F. William Marshall, Jr.
The Audit Committee furnishes the Board with recommendations regarding the
selection of the Fund'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 Independent
Trustees; (vi) reviewing the independence of the Trust's independent
Auditors; (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,
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 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 Codes 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 a 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 Cash Reserves                  Trust
                                           Oppenheimer Principal Protected
Oppenheimer Capital Income Fund            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, Distributor or the Sub-Distributor, or
of any entity directly or indirectly controlling, controlled by or under
common control with the Manager, 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 &
                   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                                                       $100,000
Age: 66            company) (since June 2002); Director of
                   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   None        Over
Trustee since 1996                                                       $100,000
Age: 67            organization) (since September 1984).
                   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 & 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 &
                   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 &
                   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,  until his resignation,  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
the  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
                                                                        y Shares
Position(s) Held                                             Range of   Beneficially
with the Trust,                                              Shares      Owned in
Length of         Years / Other Trusteeships/Directorships   Beneficiall    All
Service,          Held by Trustee / Number of Portfolios in  Owned in   Supervised
Age               Fund Complex Currently Overseen by Trustee 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
2003 and          June 2001); President of
President and     OppenheimerFunds, Inc. (September
Principal         2000-February 2007); President and
Executive         director or trustee of other Oppenheimer
Officer since     funds; President and Director of
2001              Oppenheimer Acquisition Corp. ("OAC")
Age: 59           (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).               $100,000
                  Oversees 103 portfolios in the
                  OppenheimerFunds complex.

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


     The addresses of the officers in the chart below is as follows: Mr. Zack
and Ms. Bloomberg, Two World Financial Center, 225 Liberty Street, New York,
New York 10281-1008, for Messrs. Petersen, Szilagyi, Vandehey and Wixted and
Mss. Wolf and Ives, 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, Position(s) Held  Principal Occupation(s) During Past 5 Years
with the Trust, Length
of Service, Age
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Carol E. Wolf,          Senior Vice President of OppenheimerFunds, Inc. (since
Senior Vice President   June 2000)   and Harborview Asset Management
and Portfolio Manager   Corporation (since June 2003); Vice President of the
since 1990              Manager (since August 2004), an officer of 9 portfolios
Age:  56                in the OppenheimerFunds complex.

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

Mark S. Vandehey,       Senior Vice President and Chief Compliance Officer of
Vice President and      OppenheimerFunds, Inc. (since March 2004); Chief
Chief Compliance        Compliance Officer of OppenheimerFunds Distributor,
Officer since 2004      Inc., and Shareholder Services, Inc. (since March
Age: 58                 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           OppenheimerFunds, Inc. (since March 1999); Treasurer of
Principal Financial &   the following: Shareholder Services, Inc., HarbourView
Accounting Officer      Asset Management Corporation, Shareholder Financial
since 1999              Services, Inc., Oppenheimer Real Asset Management, Inc.
Age: 48                 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     February 2007); Assistant Vice President (August
since 1999              2002-February 2007); Manager/Financial Product
Age: 38                 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 July 2004); Director of Financial Reporting and
since 2004              Compliance of First Data Corporation (April 2003-July
Age: 38                 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 and      General Counsel (since March 2002) of OppenheimerFunds,
Secretary since 2001    Inc.; General Counsel of the Manager and Distributor
Age: 60                 (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     Counsel (since May 2008) of OppenheimerFunds, Inc.;
since 2001              Associate Counsel (May 2004-May 2008) of
Age: 40                 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
since 2001              October 2003); Senior Counsel (October 2003-May 2008)
Age: 42                 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.


------------------------------------------------------------------------------
Trustee     Name    and     Other       Aggregate        Total Compensation
                                      Compensation       From Trust and Fund
                                    From Trust ((1))       Complex(2) Year
Position(s) (as applicable)         Fiscal Year Ended    ended December 31,

                                      June 30, 2008             2007

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

 William L. Armstrong                    $1,729               $228,062

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

George C. Bowen                          $1,272               $158,000
  Audit Committee Chairman

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

 Audit Committee Member and              $1,264               $189,600
  Governance Committee Chairman

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

Jon S. Fossel                            $1,148               $161,423

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

Sam Freedman                             $1,326               $178,277

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

Richard Grabish((5))                     $1,153                $14,732

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

Beverly L. Hamilton                    $1,153((3))            $158,000

   Review Committee Member and
Governance Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------

Robert J. Malone                         $1,326               $181,700

   Governance Committee Chairman
and Audit Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------
F. William Marshall, Jr.

   Audit Committee Member and            $1,153             $239,664((4))
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.    Includes $1,153 deferred by Ms. Hamilton under the "Compensation Deferral
   Plan" described below.
4.    Includes $81,664 compensation paid to Mr. Marshall for serving as a
   Trustee for MassMutual Select Funds and MML Series Investment Fund.
5.    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.


|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 this plan will be determined
based upon the amount of compensation deferred and the performance of the
selected funds.

      Deferral of the Trustees' fees under this plan will not materially
affect the Trust's assets, liabilities or net income per share.  This 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 any Trustee
under the plan without shareholder approval for the limited purpose of
determining the value of the Trustees' deferred compensation account.


      |X|               Major Shareholders.  As of October 6, 2008 the only
person who owned of record or was known by the Trust to own beneficially 5%
or more of the Trust's outstanding shares was A.G. Edwards & Sons,
Inc.("Edwards"), for the Sole Benefit of its Customers, Attn. Money Fund
Dept., 1 North Jefferson Avenue, St. Louis, Missouri 63103, which owned
185,358,338.360 shares of the Trust which was 73.94% 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, 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                                 $5,392,083
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      2007                                 $5,291,003
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

      2008                                 $4,962,261

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

    The investment advisory agreement provides that the Manager shall not be
liable for any loss sustained by reason of the adoption of an investment
policy or the purchase, sale or retention of any security on its
recommendation, whether or not such recommendation shall have been based upon
its own investigation and research or upon investigation and research made by
any other individual, firm or corporation, if such recommendation shall have
been made and such other individual, firm or corporation shall have been
selected with due care and in good faith, provided that nothing in the
agreement shall be construed to protect the Manager against any liability to
the Trust or  its shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under the agreement.


 Portfolio Managers. 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              $19,179
                                                      $187              None

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

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

     As indicated above, the Portfolio Managers also manage other funds 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 fund or account are the same as, or different
     from, the Trust's investment objectives and strategies.  For example,
     the Portfolio Managers 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 fund
     or account that could have a negative impact on the value of securities
     held by the Trust.  Not all funds 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 fund 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 Managers 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 Managers 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 Fund.


     Compensation of the Portfolio Managers.  The Trust's Portfolio Managers
      are 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 funds 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
      funds 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 Managers' 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 fund'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 Trust is the iMoneyNet
      Retail Government & Agencies Money Market Funds. Other factors
      considered include management quality (such as style consistency, risk
      management, sector coverage, team leadership and coaching) and
      organizational development. The Portfolio Managers' 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 funds and accounts managed by the Portfolio Managers. The
      compensation structure of the other funds and accounts managed by the
      Portfolio Managers is the same as the compensation structure of the
      Trust, described above.

             Ownership of Trust 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 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 Fund'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
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
$2,167,796.  The Distributor retained nothing and the remaining balance was
paid out by the Distributor to recipients, which included $83,609 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, $3,121,712 in fees out of its own resources for distribution
assistance to A.G. Edwards & Sons, Inc.  Those distribution assistance
payments were paid based on annual rates applied to the average net asset
value during the calendar quarter of qualified assets of the Centennial
funds.


Payments to Trust Intermediaries


      Financial intermediaries may receive various forms of compensation or
reimbursement from the Trust in the form of 12b-1 plan payments as described
in the preceding section of this 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 plan 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 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 and Centennial 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 & Smith,
                                        Inc.

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

Allmerica Financial Life Insurance &
Annuity Company                         Merrill Lynch Insurance Group

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

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
Services, Inc.                          MML Investor Services, Inc.

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

Ameriprise Financial Services, Inc.     Mony Life Insurance Company

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

Ameritas Life Insurance Company         Morgan Stanley & Company, Inc.

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

Annuity Investors Life Insurance                                            on
Company                                 Multi-Financial Securities Corporati

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

Associated Securities Corporation       Mutual Service Corporation

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

AXA Advisors LLC                        NFP Securities, Inc.

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

AXA Equitable Life Insurance Company    Nathan & 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 & 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

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GWFS Equities, Inc.                     Sun Life Annuity Company Ltd.

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Hartford Life Insurance Company         SunTrust Bank

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

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Hewitt Associates LLC                   Thrivent Financial Services, Inc.

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IFMG Securities, Inc.                   Towers Square Securities, Inc.

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ING Financial Advisers LLC              Travelers Life & Annuity Company

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

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Invest Financial Corporation            Union Central Life Insurance Company

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

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Jefferson Pilot Life Insurance Company  Wachovia Securities, Inc.

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Jefferson Pilot Securities Corporation  Walnut Street Securities, Inc.

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John Hancock Life Insurance Company     Waterstone Financial Group

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JP Morgan Securities, Inc.              Wells Fargo Investments

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Kemper Investors Life Insurance Company Wescom Financial Services

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      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
                                          Massachusetts Mutual Life Insurance
ADP                                       Company
                                          Matrix Settlement & Clearance
AETNA Life Ins & Annuity Co.              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.
                                          Prudential Investment Management
Dyatech, LLC                              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 & 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" 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|   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

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

     Yield         Compounded       Average Annual Total Returns (at 6/30/08)
 (7 days ended   Effective Yield
    6/30/08)      (7 days ended
                    6/30/08)

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

                                     1-Year          5 Years        10 Years
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------


     1.30%            1.31%           3.18%           2.65%           3.11%

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

      |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.




About YOUR ACCOUNT


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
Fund will provide you with 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.

Distributions From Retirement Plans Requests for distributions from
OppenheimerFunds-sponsored IRAs, SEP-IRAs, SIMPLE IRAs, 403(b)(7) custodial
plans, 401(k) plans or pension or profit-sharing plans should be addressed to
"Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its
address listed in "How To Sell Shares" in the Prospectus or on the back cover
of this Statement of Additional Information.  The request must

(1)   state the reason for the distribution;
(2)   state the owner's awareness of tax penalties if the distribution is
         premature; and
(3)   conform to the requirements of the plan and the Trust's other
         redemption requirements.

      Participants (other than self-employed persons) in
OppenheimerFunds-sponsored pension or profit-sharing plans with shares of the
Trust held in the name of the plan or its fiduciary may not directly request
redemption of their accounts.  The plan administrator or fiduciary must sign
the request.

      Distributions from pension and profit sharing plans are subject to
special requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed and submitted to the
Transfer Agent before the distribution may be made.  Distributions from
retirement plans are subject to withholding requirements under the Internal
Revenue Code, and IRS Form W-4P (available from the Transfer Agent) must be
submitted to the Transfer Agent with the distribution request, or the
distribution may be delayed.  Unless the shareholder has provided the
Transfer Agent with a certified tax identification number, the Internal
Revenue Code requires that tax be withheld from any distribution even if the
shareholder elects not to have tax withheld.  The Trust, the Manager, the
Distributor the Sub-Distributor, and the Transfer Agent assume no
responsibility to determine whether a distribution satisfies the conditions
of applicable tax laws and will not be responsible for any tax penalties
assessed in connection with a distribution.

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   dividends  and  capital  gains
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 ordinary income  dividends and capital
gain dividends 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.  That qualification enables the Trust to "pass through" its income
and realized  capital gains to  shareholders  without having to pay tax on them.
This avoids a "double tax" on that income and capital gains,  since shareholders
normally  will be taxed on the dividends and capital gains they receive from the
Trust  (unless  their  Trust  shares  are held in a  retirement  account  or the
shareholder is otherwise exempt from tax).

     The Internal  Revenue Code contains a number of complex  tests  relating to
qualification  that the Trust might not meet in a particular year. If it did not
qualify as a regulated  investment  company,  the Trust would be treated for tax
purposes as an  ordinary  corporation  and would  receive no tax  deduction  for
payments made 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)  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 12 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  Trust  Distributions.   The  Trust  anticipates  distributing
substantially  all of its  investment  company  taxable  income for each taxable
year. Those distributions will be taxable to shareholders as ordinary income and
treated as dividends for federal income tax purposes.

     Special  provisions of the Internal  Revenue Code govern the eligibility of
the  Trust's  dividends  for  the  dividends-received  deduction  for  corporate
shareholders.  Long-term  capital gains  distributions  are not eligible for the
deduction.  The amount of  dividends  paid by the Trust that may qualify for the
deduction is limited to the aggregate  amount of qualifying  dividends  that the
Trust derives from portfolio  investments  that the Trust has held for a minimum
period,  usually 46 days. A corporate  shareholder  will not be eligible for the
deduction  on dividends  paid on Trust  shares held for 45 days or less.  To the
extent the Trust's dividends are derived from gross income from option premiums,
interest  income or  short-term  gains from the sale of  securities or dividends
from foreign  corporations,  those dividends will not qualify for the deduction.
Since it is  anticipated  that most of the Trust's  income will be derived  from
interest it receives on its investments,  the Trust does not anticipate that its
distributions will qualify for this deduction.

     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 net long term capital  gains are  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.

     Investment  income that may be received  by the Trust from  sources  within
foreign  countries may be subject to foreign taxes  withheld at the source.  The
United  States has entered into tax treaties with many foreign  countries  which
entitle the Trust to a reduced rate of, or exemption from, taxes on such income.

     Distributions by the Trust that do not constitute ordinary income dividends
or  capital  gain  distributions  will be  treated as a return of capital to the
extent  of the  shareholder's  tax basis in their  shares.  Any  excess  will be
treated as gain from the sale of those shares, as discussed below.  Shareholders
will be advised  annually  as to the U.S.  federal  income tax  consequences  of
distributions made (or deemed made) during the year. If prior distributions made
by the Trust must be  re-characterized as a non-taxable return of capital at the
end of the  fiscal  year as a result  of the  effect of the  Trust's  investment
policies, they will be identified as such in notices sent to shareholders.

     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, capital gains distributions 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  is  identified  in  reports  mailed  to
shareholders in January of each year with a copy sent to the IRS.

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

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

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

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

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

     If the foreign person fails to provide a  certification  of his/her foreign
status,  the Trust will be  required to  withhold  U.S.  tax at a rate of 28% on
ordinary income dividends,  capital gains  distributions 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 & Touche LLP, effective at the conclusion of the fiscal
2008  audit.  During  the two most  recent  fiscal  years the audit  reports  of
Deloitte &  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
& Touche LLP on accounting  principles,  financial  statement  disclosure or
audit scope,  which if not resolved to the satisfaction of Deloitte & 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 GOVERNMENT TRUST:

We have audited the accompanying statement of assets and liabilities of
Centennial Government 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. 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
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
U.S. GOVERNMENT AGENCIES-99.7%
-------------------------------------------------------------------------------------

Federal Home Loan Bank:
2%,7/1/08                                $    25,900,000            $    25,900,000
2.055%,10/2/08 1                             250,000,000                250,000,000
2.09%,7/7/08                                   6,700,000                  6,697,666
2.14%,11/26/08 1                             100,000,000                 99,979,781
2.15%,7/2/08                                  26,000,000                 25,998,456
-------------------------------------------------------------------------------------
Overseas Private
Investment Corp.,
3.953%,7/17/08 1,2                             2,810,117                  2,821,971

-------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $ 411,397,874)                                99.7%               411,397,874
-------------------------------------------------------------------------------------
OTHER ASSETS
NET OF LIABILITIES                                   0.3                  1,259,378
                                         --------------------------------------------
NET ASSETS                                         100.0%           $   412,657,252
                                         ============================================

INDUSTRY CLASSIFICATIONS ARE UNAUDITED.

FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Represents the current interest rate for a variable or increasing rate
security.

2. Illiquid security. The aggregate value of illiquid securities as of June 30,
2008 was $2,821,971, which represents 0.68% of the Trust's net assets. See Note
4 of accompanying Notes.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                        CENTENNIAL GOVERNMENT TRUST


STATEMENT OF ASSETS AND LIABILITIES June 30, 2008
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
ASSETS
-------------------------------------------------------------------------------------------------------------

Investments, at value  (cost $411,397,874)--see accompanying statement of investments        $  411,397,874
-------------------------------------------------------------------------------------------------------------
Cash                                                                                                178,770
-------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest                                                                                          1,638,743
Other                                                                                                90,552
                                                                                             ----------------
Total assets                                                                                    413,305,939

-------------------------------------------------------------------------------------------------------------
LIABILITIES
-------------------------------------------------------------------------------------------------------------

Payables and other liabilities:
Transfer and shareholder servicing agent fees                                                       186,122
Shares of beneficial interest redeemed                                                              143,120
Shareholder communications                                                                          131,827
Dividends                                                                                           115,584
Distribution and service plan fees                                                                   34,282
Trustees' compensation                                                                                8,842
Other                                                                                                28,910
                                                                                             ----------------
Total liabilities                                                                                   648,687

-------------------------------------------------------------------------------------------------------------
NET ASSETS                                                                                   $  412,657,252
                                                                                             ================

-------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
-------------------------------------------------------------------------------------------------------------

Paid-in capital                                                                              $  412,655,668
-------------------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments                                                          1,584
                                                                                             ----------------
NET ASSETS-applicable to 412,643,312 shares of beneficial interest outstanding               $  412,657,252
                                                                                             ================

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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                        CENTENNIAL GOVERNMENT TRUST


STATEMENT OF OPERATIONS For the Year Ended June 30, 2008
--------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
----------------------------------------------------------------------------------------------------------
Interest                                                                                 $    42,433,032

----------------------------------------------------------------------------------------------------------
EXPENSES
----------------------------------------------------------------------------------------------------------

Management fees                                                                                4,962,261
----------------------------------------------------------------------------------------------------------
Service plan fees                                                                              2,167,796
----------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                                    783,930
----------------------------------------------------------------------------------------------------------
Shareholder communications                                                                       161,595
----------------------------------------------------------------------------------------------------------
Trustees' compensation                                                                            11,496
----------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                        6,024
----------------------------------------------------------------------------------------------------------
Administration service fees                                                                        1,500
----------------------------------------------------------------------------------------------------------
Other                                                                                            159,146
                                                                                         -----------------
Total expenses                                                                                 8,253,748
Less reduction to custodian expenses                                                              (2,620)
                                                                                         -----------------
Net expenses                                                                                   8,251,128

----------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                                         34,181,904

----------------------------------------------------------------------------------------------------------
NET REALIZED GAIN ON INVESTMENTS                                                                   6,182

----------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                     $    34,188,086
                                                                                         =================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                         CENTENNIAL GOVERNMENT TRUST


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

YEAR ENDED JUNE 30,                                                               2008                      2007
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
OPERATIONS
------------------------------------------------------------------------------------------------------------------

Net investment income                                                 $     34,181,904          $     53,106,794
------------------------------------------------------------------------------------------------------------------
Net realized gain (loss)                                                         6,182                       (76)
                                                                      --------------------------------------------
Net increase in net assets resulting from operations                        34,188,086                53,106,718

------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
------------------------------------------------------------------------------------------------------------------

Dividends from net investment income                                       (34,181,904)              (53,106,794)

------------------------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
------------------------------------------------------------------------------------------------------------------

Net decrease in net assets resulting from beneficial
interest transactions                                                     (550,297,031)             (185,724,763)

------------------------------------------------------------------------------------------------------------------
NET ASSETS
------------------------------------------------------------------------------------------------------------------

Total decrease                                                            (550,290,849)             (185,724,839)
------------------------------------------------------------------------------------------------------------------
Beginning of period                                                        962,948,101             1,148,672,940
                                                                      --------------------------------------------

End of period                                                         $    412,657,252          $    962,948,101
                                                                      ============================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                         CENTENNIAL GOVERNMENT 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                .03 1          .05 1        .03 1         .01 1          -- 2
----------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                  (.03)          (.05)        (.03)         (.01)           -- 2
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $   1.00      $    1.00     $   1.00      $   1.00      $   1.00
                                                  ====================================================================

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                        3.18%          4.64%        3.54%         1.45%         0.48%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------

Net assets, end of period (in millions)           $    413      $     963     $  1,149      $  1,226      $  1,428
----------------------------------------------------------------------------------------------------------------------
Average net assets (in millions)                  $  1,085      $   1,166     $  1,192      $  1,360      $  1,628
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                 3.15%          4.55%        3.44%         1.41%         0.49%
Total expenses                                        0.76%          0.74%        0.74%         0.73%         0.71%
Expenses after payments, waivers
and/or reimbursements and reduction
to custodian expenses                                 0.76%          0.74%        0.74%         0.73%         0.60%

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 GOVERNMENT TRUST


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

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

Centennial Government Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.
The Trust's investment objective is to seek a high level of current income that
is consistent with the preservation of capital and the maintenance of liquidity.
The Trust's investment 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.

--------------------------------------------------------------------------------
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
        ---------------------------------------------------------------------
        $139,975                             $--                       $--

1. During the fiscal year ended June 30, 2008, the Trust utilized $4,597 of
capital loss carryforward to offset capital gains realized in that fiscal year.

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.

                         CENTENNIAL GOVERNMENT 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                  $34,181,904          $53,106,794

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

                         CENTENNIAL GOVERNMENT TRUST


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

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

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.

--------------------------------------------------------------------------------
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                                 3,038,183,999    $  3,038,183,999      3,034,292,571    $   3,034,292,571
Dividends and/or
distributions reinvested                33,713,745          33,713,745         52,871,375           52,871,375
Redeemed                            (3,622,194,775)     (3,622,194,775)    (3,272,888,709)      (3,272,888,709)
                                    -----------------------------------------------------------------------------
Net decrease                          (550,297,031)   $   (550,297,031)      (185,724,763)    $   (185,724,763)
                                    =============================================================================

--------------------------------------------------------------------------------
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
        Over $1.5 billion                    0.350

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

                         CENTENNIAL GOVERNMENT TRUST


--------------------------------------------------------------------------------
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 $660,974 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. 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

                         CENTENNIAL GOVERNMENT TRUST


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

--------------------------------------------------------------------------------
5. RECENT ACCOUNTING PRONOUNCEMENTS Continued

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.

--------------------------------------------------------------------------------
6. SUBSEQUENT EVENT

As of June 30, 2008, A.G. Edwards, a division of Wachovia Securities, LLC, a
broker-dealer, held approximately 83.30% of the issued and outstanding shares of
the Trust on that date, for the benefit of its clients' accounts. A.G. Edwards
has informed the Manager that on August 15, 2008, it intends to redeem shares of
the Trust representing approximately one-half of the issued and outstanding
shares of the Trust.

                       CENTENNIAL GOVERNMENT TRUST

               Appendix A

    Description of Securities Ratings

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

SHORT TERM DEBT RATINGS.

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

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

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

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

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

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

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







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

The following  ratings by Standard and Poor's for  commercial  paper (defined by
Standard  and Poor's as debt  having an  original  maturity  of no more than 365
days) assess the likelihood of payment:  A-1: Obligation is rated in the highest
category.  The  obligor's  capacity  to meet  its  financial  commitment  on the
obligation  is  strong.  Within  this  category,  a plus  (+)  sign  designation
indicates the obligor's  capacity to meet its financial  obligation is extremely
strong.

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

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

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

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

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


Fitch, Inc. ("Fitch")

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

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

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

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

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

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

LONG TERM DEBT RATINGS.

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

Moody's

Bonds (including municipal bonds) are rated as follows:

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

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

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


Standard and Poor's

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

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

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


Fitch

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

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

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









-----------------------------------------
Centennial Government 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, Lloyd LLC
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois  60602-4207


PX0170.001.1008




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

                         CENTENNIAL GOVERNMENT 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. 9 (9/27/85),
and refiled with  Registrant's  Post-Effective  Amendment  No. 23  (10/28/94),
pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

      (ii)  Amendment  to the  Declaration  of Trust  dated  February 9, 2001:
Previously   filed  with   Registrant's   Post  Effective   Amendment  No.  33
(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. 34
(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. 33  (10/25/01),  and
incorporated herein by reference.

(c)   Specimen Share  Certificate:  Previously  filed with  Registrant's  Post
Effective Amendment No. 33 (10/25/01), and incorporated herein by reference.

(d)   Amended and Restated  Investment  Advisory Agreement dated September 19,
2003:  Previously  filed with  Registrant's  Post  Effective  Amendment No. 37
(8/27/04) 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. 21 (10/29/93), 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. 21
(10/29/93), and incorporated herein by reference.

            (iii)       Form  of  Dealer   Agreement   of   Centennial   Asset
Management  Corporation:  Previously  filed with  Registrant's  Post-Effective
Amendment  No. 6  (10/26/84)  and  refiled  with  Registrant's  Post-Effective
Amendment  No.  23  (10/28/94),  pursuant  to Item 102 of  Regulation  S-T 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's
(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)   Opinion and Consent of Counsel  dated  April 7, 1982:  Previously  filed
 with  Registrant's  Pre-Effective  Amendment  No. 1  (4/13/82),  refiled with
 Registrant's  Post-Effective  Amendment No. 23  (10/28/94),  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. 21,  (10/29/93),  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 Mater 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  dated  December 13, 2004:
Previously  filed with  Post-Effective  Amendment  No. 20 to the  Registration
Statement  of  Centennial  California  Tax Exempt Trust (Reg.  No.  33-30471),
8/15/05, and is 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),  (9/14/07),
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 23(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 26(b) below.

(b)   There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
officer and director of 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)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.









                                  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 GOVERNMENT TRUST

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

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

Signatures                    Title                         Date


William L. Armstrong *        Chairman of the               October 24, 2008
----------------------------------                          Board of Trustees
William L. Armstrong


John V. Murphy*               President, Principal

----------------------------------                          Executive Officer
and 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 GOVERNMENT TRUST


                       Post-Effective Amendment No. 42


                      Registration Statement No. 2-75812


                                EXHIBIT INDEX


Exhibit No.       Description

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