Registration No. 33-23494
                                                             File No. 811-5584

                      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. 23                                            [X]
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                                    and/or

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


Amendment No. 25                                                           [X]
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                     CENTENNIAL NEW YORK TAX EXEMPT TRUST
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              (Exact Name of Registrant as Specified in Charter)

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

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

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

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


[   ] Immediately upon filing pursuant to paragraph (b)
[   ] On ________________ pursuant to paragraph (b)
         ----------------
[   ] 60 days after filing pursuant to paragraph (a)(1)
[X]   On October 14, 2005 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 New York Tax Exempt Trust

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Prospectus dated October __, 2005

                                         Centennial New York Tax Exempt Trust
                                         is a money market mutual fund.  It
                                         seeks the maximum current income
                                         exempt from federal, New York State
                                         and New York City income taxes for
                                         individual investors as is consistent
                                         with preservation of capital. The
                                         Trust invests in short-term,
                                         high-quality "money market" securities.

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

CONTENTS

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

                  The Trust's Investment Objective and Strategies

                  Main Risks of Investing in the Trust

                  The Trust's Past Performance

                  Fees and Expenses of the Trust

                  About the Trust's Investments

                  How the Trust is Managed

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

                  How to Buy Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Sell Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends, Capital Gains and Taxes

                  Financial Highlights













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

The Trust's Investment Objective and Strategies

WHAT IS THE TRUST'S INVESTMENT OBJECTIVE?  The Trust seeks the maximum current
income exempt from federal, New York State and New York City income taxes for
individual investors as is consistent with the preservation of capital.

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

      The Trust normally attempts to invest 100% of its assets in municipal
securities and as a fundamental policy, the Trust will invest under normal
circumstances at least 80% of its net assets (plus borrowings for investment
purposes) in investments the income from which is exempt from federal, New York
State and New York City income tax for individual investors in the opinion of bond
counsel to the respective issuer.  Such investments may include obligations of the
State of New York and its political subdivisions, agencies and instrumentalities or
obligations of commonwealths or territories of the United States, or their
agencies, instrumentalities or authorities the interest from which is not subject
to New York State and New York City personal income tax in the opinion of bond
counsel to the respective issuer.  Securities that generate income that is subject
to alternative minimum taxes will not count towards that 80% threshold.

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

Main Risks of Investing in the Trust

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

Risks of Focusing on Investments in New York Municipal Securities.  The Trust
generally invests a significant portion of its assets in New York municipal
securities. Because the Trust invests primarily in the securities of New York
issuers, its performance will be significantly affected by local, state and
regional factors.  These may include state or local legislation or policy changes,
erosion of the tax base of the state or one or more particular localities, the
effects of possible terrorist acts or natural disasters, or other economic or
credit problems affecting the state generally or any individual locality (which may
directly or indirectly affect the state as a whole).

      On September 11, 2001, terrorist attacks destroyed the World Trade Center,
resulted in substantial loss of life and damaged other buildings in the vicinity.
The attack also resulted in disruption of public transportation and business and
displacement of residents in the immediate vicinity of the World Trade Center.   It
is expected that the destruction of the World Trade Center will continue to have a
substantial impact on the City and its economy.  The Statement of Additional
Information contains further information concerning special investment
considerations for New York municipal securities, including the effect of the
events of September 11, 2001 on New York City and New York State.

      Having a higher percentage of its assets invested in the securities of fewer
issuers, particularly obligations of government issuers of a single state, could
result in greater credit risk exposure to a smaller number of issuers due to
economic, regulatory or political problems in New York.  The Trust is a
"non-diversified" fund; however, it is currently subject to certain diversification
requirements under rules for money market funds under federal law.


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

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

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

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


For the period from 1/1/05 through 6/30/05 the cumulative total return (not
annualized) was 0.74%.
During the period shown in the bar chart, the highest return (not annualized) for a
calendar quarter was 0.87% (2nd Q ' 00) and the lowest return (not annualized) for
a calendar quarter was 0.03% (3rd Q ' 03).


Average Annual Total Returns

for the periods ended December 31, 2004        1 Year      5 Years   10 Years

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Centennial New York Tax Exempt Trust           0.44%       1.32%     2.04%
(inception 01/04/89)

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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 the fiscal year
ended June 30, 2005.


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

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

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 Management Fees(1)                           0.50%
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 Distribution and/or Service (12b-1) Fees     0.20%
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 Other Expenses(2)                            0.13%

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 Total Annual Operating Expenses(2)           0.83%

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1. The Management fee is shown without giving effect to a voluntary expense
assumption by the Manager.  With that expense assumption the Management fee was
0.47% and the "Total Annual Operating Expenses" were 0.80%. The voluntary expense
assumption may be amended or withdrawn at any time.

2.  Expenses may vary in future years. "Other expenses" include transfer agent
fees, custodial expenses, and accounting and legal expenses the Trust pays.  The
Transfer Agent has voluntarily undertaken to the Trust to limit the transfer agent
fees to 0.35% of average daily net assets per fiscal year.  That undertaking may be
amended or withdrawn at any time. For the Trust's fiscal year, the "Other Expenses"
fees and the "Total Annual Operating Expenses" with the management fee waiver were
0.08% and 0.78%, respectively.


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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  $85                 $266               $462               $1,030

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About the Trust's Investments


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


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

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

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

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

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

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

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

      The procedures also limit the amount of the Trust's assets that can be
      invested in the securities of any one issuer (other than the U.S. government,
      its agencies and instrumentalities), to spread the Trust's investment risks.
      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 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 adjusted automatically according to a
      specified market rate or benchmark for such investments, 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.

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

Municipal Lease Obligations. Municipal leases are used by state and local
      governments to obtain funds to acquire land, equipment or facilities.  The
      Trust can invest in certificates of participation that represent a
      proportionate interest in payments made under municipal lease obligations.
      Most municipal leases, while secured by the leased property, are not general
      obligations of the issuing municipality.  They often contain
      "non-appropriation" clauses under which the municipal government has no
      obligation to make lease or installment payments in future years unless money
      is appropriated on a yearly basis.  If the government stops making payments
      or transfers its payment obligations to a private entity, the obligation
      could lose value or become taxable.

            Some of these obligations might not have an active trading market and
      would be subject to the Trust's limits on "illiquid" securities described
      below.  From time to time the Trust can invest more than 5% of its net assets
      in municipal lease obligations that the Manager has determined to be liquid
      under guidelines set by the Trust's Board of Trustees.


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


Demand Features and Guarantees.  The Trust can invest a significant percentage of
      its assets in municipal securities that have demand features, guarantees or
      similar credit and liquidity enhancements.  A demand feature permits the
      holder of the security to sell the security within a specified period of time
      at a stated price and entitles the holder of the security to receive an
      amount equal to the approximate amortized cost of the security plus accrued
      interest.  A guarantee permits the holder of the security to receive, upon
      presentment to the guarantor, the principal amount of the underlying security
      plus accrued interest when due or upon default. A guarantee is the
      unconditional obligation of an entity other than the issuer of the security.
      Demand features and guarantees can effectively:
o     shorten the maturity of a variable or floating rate security,
o     enhance the security's credit quality, and
o     enhance the ability to sell the security.

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

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

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

      To the extent the Trust assumes a temporary defensive position, a significant
portion of the Trust's distributions may be subject to federal and New York State
and local income taxes.


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
discloses of its portfolio holdings in its Statements of Investments on Form N-Q,
which are filed with the SEC no later than 60 days after the close of its first and
third fiscal quarters. These required filings are publicly available at the SEC.
Therefore, portfolio holdings of the Trust are made publicly available no later
than 60 days after the close of each 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.


How the Trust is Managed

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


      The Manager has been an investment advisor since 1978. The Manager and its
parent company and controlled affiliates managed more than $180 billion in assets
as of June 30, 2005, including other Oppenheimer funds with more than 7 million
shareholder accounts.  The Manager is located at 6803 South Tucson Way, Centennial,
Colorado 80112.

Advisory Fees. Under the investment advisory agreement, the Trust pays the Manager
      an advisory fee at an annual rate that declines on additional assets as the
      Trust grows: 0.500% of the first $250 million of net assets; 0.475% of the
      next $250 million of net assets; 0.450% of the next $250 million of net
      assets; 0.425% of the next $250 million of net assets; and 0.400% of the of
      net assets in excess of $1 billion. The Manager has voluntarily undertaken to
      assume certain expenses of the Trust in any fiscal year that exceed 0.80% of
      the Trust's average annual net assets.  Additionally, effective July 7, 2003,
      the Manager has voluntarily undertaken to waive receipt of its management
      fees to the extent necessary so that the Trust may seek to maintain a
      positive yield.  The Manager reserves the right to amend or terminate either
      voluntary expense assumption at any time. The Trust's management fee for the
      fiscal year ended June 30, 2005 was 0.50% of the Trust's average annual net
      assets before and 0.47% after the expense assumption noted above.

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

Portfolio Manager.  The Trust's portfolio is manager by John C. Bonnell who is
      primarily responsible for the day-to-day management of the Trust's
      investments.

      Mr. Bonnell, CFA, has been a portfolio manager of the Trust since May 2004.
      He has been a Vice President of the Manager since May 2004 and is an officer
      of 2 other portfolios in the OppenheimerFunds complex. Mr. Bonnell was
      formerly a Portfolio Manager at Strong Financial Corporation from May 1999
      through May 2004.

      The Statement of Additional Information provides additional information about
the portfolio managers' compensation, other accounts they manage and their
ownership of Fund 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 the 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 the Trust will maintain a stable net asset value of
$1.00 per share.

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


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


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

      The shares of the 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
Trust is traded, and before the time the Trust's 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 Trust's Board of Trustees has authorized the Manager, subject
to the Board's review, to ascertain a fair value for such security.  A security's
valuation may differ depending on the method used for determining value.

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

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

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

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

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

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

AUTOMATIC PURCHASE AND REDEMPTION PROGRAM.  If you buy shares of a Trust through
your broker/dealer's Automatic Purchase and Redemption Program, your broker/dealer
will buy your shares for your Program Account and will hold your shares in your
broker/dealer's name.  These purchases will be made under the procedures described
in "Guaranteed Payment Procedures" below.  Your Automatic Purchase and Redemption
Program Account may have minimum investment requirements established by your
broker/dealer.  You should direct all questions about your Automatic Purchase and
Redemption Program to your broker/dealer, because the Trust's 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 the 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 the 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 Trust's 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 Trust's 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 Trust's
      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 the
Trust by completing a Centennial Funds new account application and sending it to
the Sub-Distributor, OppenheimerFunds Distributor, Inc., P.O. Box 5143, Denver,
Colorado 80217.  Payment must be made by check or by Federal Funds wire as
described below.  If you don't list a broker/dealer on the application, the
Sub-Distributor will act as your agent in buying the shares.  However, we recommend
that you discuss your investment with a financial advisor before you make a
purchase to be sure that the Trust is appropriate for you.

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

Payment by Federal Funds Wire.  Direct shareholders may pay for purchases of shares
      of the 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 the Trust automatically each month by authorizing the Trust's
      Transfer Agent to debit your account at a U.S. domestic bank or other
      financial institution.  Details are in the Automatic Investment Plan
      Application and the Statement of Additional Information.  The minimum monthly
      purchase is $25.

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

How to Sell Shares

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

HOW CAN PROGRAM PARTICIPANTS SELL SHARES?  If you participate in an Automatic
Purchase and Redemption Program sponsored by your broker/dealer, you must redeem
shares held in your Program Account by contacting your broker/dealer firm, or you
can redeem shares by writing checks as described below.  You should not contact the
Trust or its 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 the 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, please call the Transfer Agent
first, at 1.800.525.9310 for assistance.

Certain Requests Require a Signature Guarantee.  To protect you and the Trust 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 $100,000 or more and receive a check.
o     The redemption check is not payable to all shareholders listed on the account
         statement.
o     The redemption check is not sent to the address of record on your account
         statement.
o     Shares are being transferred to an account with a different owner or name.
o     Shares are being redeemed by someone (such as an Executor) other than the

         owners listed in the account registration.

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

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


How Can Direct Shareholders Sell Shares by Mail?  Write a letter 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 (such as Letters
         Testamentary of an Executor).

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


How Can Direct Shareholders Sell Shares by Telephone?  Direct shareholders and
      their broker/dealer representative of record may also sell shares by
      telephone.  To receive the redemption price calculated on a particular
      regular business day, the Transfer Agent, or its designated agent, must
      receive the request by 4:00 p.m. on that day. You may not redeem shares held
      under a share certificate 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.  Telephone redemptions are not available
      within 30 days of changing the address on an 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 the account held under their Program,
but must arrange for checkwriting privileges through their broker/dealers.  Direct
shareholders may write checks against their account by requesting that privilege on
the account application or by contacting the Transfer Agent for signature cards.
They must be signed (with a signature guarantee) by all owners of the account and
returned to the Transfer Agent so that checks can be sent to you to use.
Shareholders with joint accounts can elect in writing to have checks paid over the
signature of one owner. If checkwriting is established after November 1, 2000, only
one signature is required for shareholders with joint accounts, unless you elect
otherwise.

o     Checks can be written to the order of whomever you wish, but may not be
         cashed at the bank the checks are payable through or the Trust's custodian
         bank.
o     Checkwriting privileges are not available for accounts holding shares that
         are subject to a contingent deferred sales charge.
o     Checks must be written for at least $250.
o     Checks cannot be paid if they are written for more than your account value.
o     You may not write a check that would require the Trust to redeem shares that
         were purchased by check or Automatic Investment Plan payments within the
         prior 10 days.
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 Trust does not charge a fee
to redeem shares of the 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 the 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 the Trust can be exchanged for shares of certain other Centennial Trusts
or other eligible funds, depending on whether you own your shares through your
broker/dealer's Automatic Purchase and Redemption Program or as a direct
shareholder.

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


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

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


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


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


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


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

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

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

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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 Trust's policies and procedures for buying, selling and
exchanging shares is contained in the Statement of Additional Information.

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

Telephone transaction privileges for purchases, redemptions or exchanges may be
      modified, suspended or terminated by the Trust at any time.  If an account
      has more than one owner, the Trust 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 Trust will provide you notice whenever it is required to do
      so by applicable law.

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

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

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

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

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

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

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

To avoid sending duplicate copies of materials to households, the Trust will mail
      only one copy of each prospectus, annual and semi-annual report and annual
      notice of the Trust's privacy policy to shareholders having the same last
      name and address on the Trust's records. The consolidation of these mailings,
      called householding, benefits the Trust 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.  The 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, the 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 the Trust from the purchase payment for
such shares.

CAPITAL GAINS.  The Trust normally holds its securities to maturity and therefore
will not usually pay capital gains. Although the Trust does not seek capital gains,
the Trust could realize capital gains on the sale of its portfolio securities.  If
it does, it may make distributions out of any net short-term or long-term capital
gains in December of each year.  The 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, you should 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 additional shares of the 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 Trust while receiving other types of distributions by
      check or having them sent to your bank account.
o     Receive All Distributions in Cash.  You can elect to receive a check for all
      dividends and capital gains distributions or have them sent to your bank.
o     Reinvest Your Distributions in Another Account.  You can reinvest all
      distributions in the same class of shares of another eligible fund account
      you have established.

Under the terms of 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. 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 paid by the Trust from interest it receives from New York municipal
securities will be exempt from New York State and New York City personal income
taxes.  Dividends paid from municipal securities of other issuers normally will be
treated as taxable ordinary income subject to New York State and New York City
personal income taxes.

      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 are taxable as ordinary
income. Whether you reinvest your distributions in additional shares or take them
in cash, the tax treatment is the same.  Every year the Trust will send you and the
IRS a statement showing the amount of any taxable distribution you received in the
previous year as well as the amount of your tax-exempt income.


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


Remember, There May be Taxes on Transactions.  Because the 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 the 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 the 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, is included in the Statement of Additional Information, which is
available on request.






INFORMATION AND SERVICES

For More Information on Centennial New York Tax Exempt Trust

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

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

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

How to Get More Information

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

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

                                              The Trust's shares are distributed by:
The Trust's SEC File No.: 811-5584            Centennial Asset Management
Corporation

PR0780.001.1005
Printed on recycled paper







APPENDIX TO THE PROSPECTUS OF
CENTENNIAL NEW YORK TAX EXEMPT TRUST

      Graphic material included in Prospectus of Centennial New York Tax Exempt
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
--------------------------------------------------------------------
--------------------------------------------------------------------

--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/95                         3.14%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/96                         2.67%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/97                         2.88%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/98                         2.66%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/99                         2.49%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/00                         3.29%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/01                         2.04%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/02                         0.59%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/03                         0.29%
--------------------------------------------------------------------
--------------------------------------------------------------------

12/31/04                         0.44%

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

------------------------------------------------------------------------------
Centennial New York Tax Exempt Trust
------------------------------------------------------------------------------

6803 South Tucson Way, Centennial, Colorado 80112
1.800.525.9310


Statement of Additional Information dated October __, 2005

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


Contents
                                                                        Page
About the Trust

Additional Information about the Trust's Investment Policies and Risks.....
     The Trust's Investment Policies.......................................
     Other Investment Strategies...........................................
     Other Investment Restrictions.........................................
     Disclosure of Portfolio Holdings......................................

How the Trust is Managed...................................................
     Organization and History..............................................
      Board of Trustees and Oversight Committees...........................
     Trustees and Officers of the Trust....................................
     The Manager...........................................................
Service Plan...............................................................
Performance of the Trust...................................................

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

Financial Information About the Trust

Independent Registered Public Accounting Firm's Report.....................
Financial Statements.......................................................


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









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

Additional Information About the Trust's Investment Policies and Risks

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

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

      The Trust 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

o     Construction Loan Notes.  These are sold to provide project
construction financing until permanent financing can be secured.  After
successful completion and acceptance of the project, it may receive permanent
financing through public agencies, such as the Federal Housing Administration.
      |X|   Tax Exempt Commercial Paper.  This type of short-term obligation
(usually having a maturity of 270 days or less) is issued by a municipality
to meet current working capital needs.

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

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

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

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

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

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

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

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

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

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







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

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

|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 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 whom the Trust will look for
payment.  An unconditional demand feature is considered a guarantee and the
Trust looks to the person making the guarantee for payment of the obligation
of the underlying security.

      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.

Other Investment Strategies

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.

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

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 10% 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 in excess the maximum time period provided for in 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. 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 must 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.

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

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


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


Special Investment Considerations - New York Municipal Securities.  As
explained in the Prospectus, the Trust's investments are highly sensitive to
the fiscal stability of New York State (referred to in this section as the
"State") and its subdivisions, agencies, instrumentalities or authorities,
including New York City (the "City"), which issue the municipal securities in
which the Trust invests.  The following information on risk factors in
concentrating in New York municipal securities is only a summary, based on
the State's Annual Information Statement dated May 30, 2003, update thereto
dated January 26, 2004 (the "January Update"), supplement to the January
Update dated May 5, 2004 (the "May Supplement") and on publicly-available
official statements relating to offerings by issuers of New York municipal
securities on or prior to June 17, 2003 with respect to offerings of New York
State, and on or prior to February 12, 2004 with respect to offerings by the
City.  No representation is made as to the accuracy of this information.

      During the mid-1970's the State, some of its agencies,
instrumentalities and public benefit corporations (the "Authorities"), and
certain of its municipalities faced serious financial difficulties. To
address many of these financial problems, the State developed various
programs, many of which were successful in reducing the financial crisis.
Any further financial problems experienced by these Authorities or
municipalities could have a direct adverse effect on the New York municipal
securities in which the Trust invests.

      |X| Factors Affecting Investments in New York State Securities.  On
January 20, 2004, the Governor presented the Executive Budget for 2004-05 to
the New York State Legislature containing the Financial Plan for 2004-05 (the
"2004-05 Executive Budget" or "Executive Budget" containing the "2004-05
Financial Plan").   On April 29, 2004, the Division of the Budget ("DOB")
issued a 2003-04 Year-End Report (the "2003-04 Year-End Report") based on
unaudited 2003-04 year end results reported by the State Comptroller on April
15, 2004.

      The State Legislature had not enacted the annual budget for fiscal year
2004-05, which began on April 1, 2004.  However, on March 31, 2004, it did
enact the annual debt service bill, which includes appropriations for all
State-supported, contingent-contractual, and certain other debt service
obligations for the entire 2004-05 fiscal year.  DOB could provide no
assurance that the budget adopted by the Legislature would not differ
materially and adversely from the 2004-05 Financial Plan projections set
forth in the January Update.

      Like most states, the State believed it continues to face significant
challenges.  The national recession, in conjunction with the economic
dislocation caused by the September 11, 2001 attacks, produced consecutive
year-to-year declines in total tax receipts.  Costs for employee pensions
have increased dramatically, while Medicaid, welfare and other entitlement
programs have also risen, reflecting the impact of the national recession and
the jobless recovery that has followed.  New York's fiscal difficulties were
also compounded by last year's Enacted Budget process that resulted in
spending growth in excess of recurring revenues.  Flexible reserves,
significantly increased when times were good, were reported to be depleted.

      The 2004-05 Executive Budget projected that a strengthening economic
recovery would produce a return to above-average rates of growth in tax
revenues.  The 2004-05 Financial Plan reflected overall tax receipt growth of
7.8 percent.  Real Gross Domestic Product (GDP) growth for the United States
was forecast at 4.7 percent, with employment growth expected to accelerate in
2004.  The equity market rebound was expected to produce renewed growth in
financial sector compensation and in taxable income gains for the owners of
corporate equities.

      The State did not believe that economic growth alone would solve its
fiscal problems.  Thus, the Executive Budget moved toward structural budget
balance with a mix of recurring cuts, revenue actions and transitional
financing.  No new broad-based tax increases were proposed in the Budget.

      Reforms were proposed to hold spending in line with available
resources, particularly in Medicaid and pensions.  State agency operations
were expected to continue to be made more efficient, in part through the
expansion of operational "hosting" by one agency of administrative functions
for multiple agencies.  The State expected that its workforce would remain
level at roughly 187,900.  Revenue proposals focused on maximization of
Federal resources, closing tax loopholes and ensuring that fees adequately
fund the activities they support.  Rainy day reserves were increased, and
modest but important targeted investments were recommended in economic
development, including tax cuts.

      The 2004-05 Executive Budget also included funding in response to the
State Court of Appeals ruling requiring the state to implement reforms that
ensure all children have the opportunity for a sound basic education (SBE).
The 2003-04 Budget took the first step in a multi year effort to fund SBE
costs by reserving all proceeds from video lottery terminals (VLTs) and
providing additional General Fund support of $100 million to New York City
for this purpose.  VLT proceeds from facilities being developed and new ones
proposed with the 2004-05 Executive Budget were projected at $325 million in
the 2004-05 school year growing to $2 billion annually over the next five
years.

      The 2004-05 Executive Budget was expected to have a positive $1.4
billion impact on local governments, and to further the process of lowering
the local property tax burden over a multi year period.  The State reported
that the $3 billion STAR program significantly reduced the school tax burden
for New Yorkers and recommendations for the 2004-05 fiscal year would contain
the growth in local property taxes through a proposed multi year takeover of
Medicaid long-term care costs, reforms in pensions and health care that would
lower costs for both the State and its localities, and a cap on school
district spending increases.  In addition, a comprehensive mandate relief
package was proposed to assist local governments.

      The current budget begins rebuilding State reserves by making a maximum
$84 million deposit to the rainy day fund in 2003-04, the eighth such deposit
made in the last nine years.  The State believed the last several years have
demonstrated that adequate reserve levels are critical if the State is to
withstand economic downturns without draconian local assistance budget cuts
or massive layoffs.

      Based on the most recently available 2004-05 budget projections, prior
to Executive Budget recommendations to balance the budget, and after
reflecting agreement on additional revenues from the consensus revenue
process of $150 million to $500 million and new collective bargaining costs
from pending labor agreements, the 2004-05 budget gap was projected to be
roughly $5 billion and the 2005-06 gap was projected to be roughly $6.7
billion.  The Governor's 2004-05 Executive Budget recommendations would
completely balance the 2004-05 budget, and reduce the 2005-06 budget gap to
roughly $2.9 billion.  In addition, $240 million in 2004-05 ($325 million on
a school year basis), growing to $2 billion annually over the next five years
was reserved from new VLT resources to fund the SBE requirements

      New York is the third most populous state in the nation and has a
relatively high level of personal wealth.  The State's economy is diverse,
with a comparatively large share of the nation's financial activities,
information, education and health services employment, and a very small share
of the nation's farming and mining activity.  The State's location and its
air transport facilities and natural harbors have made it an important link
in international commerce.  Travel and tourism constitute an important part
of the economy.  Like the rest of the nation, New York has a declining
proportion of its workforce engaged in manufacturing, and an increasing
proportion engaged in service industries.

      Relative to the nation, the State has a smaller share of manufacturing
and construction and a larger share of service-related industries.  The
State's financial activities sector share, as measured by wages, is
particularly large relative to the nation.  The State has projected that it
is likely to be less affected than the nation as a whole during an economic
recession that is concentrated in manufacturing and construction, but likely
to be more affected by any economic downturn that is concentrated in the
services sector.

      The State reported that its economy is slowly emerging from recession.
The long recovery from the September 11th attacks and the loss of momentum in
the national recovery due to corporate governance scandals and international
tensions resulted in a lengthening of the State's recession.  However,
employment losses have reportedly stabilized and growth is evident in several
sectors.  State nonagricultural employment was projected to rise 0.8 percent
in 2004, the first increase in four years.  Moreover, with the first
sustained rise in equity prices in three years and interest rates remaining
low, the State's outlook for the finance industry has brightened, improving
prospects for bonuses and wages.  Bonuses in the finance and insurance sector
were projected to rise 11.7 percent in 2004-05, following growth of 23.2
percent for 2003-04.  Total New York wages were expected to grow 5.1 percent
in 2004, primarily reflecting the strength in wage growth.  Consistent with
national trends, inflation in New York was projected to fall from 2.8 percent
in 2003 to 2.1 percent in 2004.

      The State reported its view that following an unusually sluggish
recovery period, the U.S. economy finally appears to be on a sustainable
expansionary path.  Since the simultaneous collapse of equities and the
high-tech sector in 2000, the national economy absorbed three additional but
distinct shocks:  the September 11th terrorist attacks, a string of corporate
governance scandals, and the war in Iraq and its aftermath.  These events
created an environment of uncertainty that lengthened the period of
adjustment for the business sector from the unrealistic expectations of the
late 1990s.  However, the climate of uncertainty appeared to the State to
have subsided and business confidence appeared to be improving.  Equity
prices were rising in response to brisk profit growth and monetary policy was
expected to remain accommodative.  Household spending was expected to rise,
supported by rising employment and incomes, and the continued impact of the
2003 tax cuts.  Finally, the combined impact of a moderately falling dollar
and accelerating growth in the world economy was expected to increase the
demand for U.S. exports in 2004, although on balance, the trade deficit was
projected to widen.

      Real GDP growth of 4.7 percent was projected for 2004, following growth
of 3.1 percent for 2003.  Total nonagricultural employment was projected to
rise 1.1 percent in 2004, following a decline of 0.2 percent in 2003.  The
U.S. unemployment rate was expected to decline to 5.7 percent in 2004, from
6.0 percent in 2003.  Persistent slack in the economy and declining oil
prices were expected to lower the inflation rate, as measured by growth in
the Consumer Price Index (CPI), to 1.8 percent in 2004 from 2.3 percent in
2003.  Personal income was expected to increase 4.7 percent in 2004 following
an increase of 3.3 percent in 2003.

      The State's Financial Plan is necessarily based upon forecasts of
national and State economic activity.  Economic forecasts have frequently
failed to predict accurately the timing and magnitude of changes in the
national and State economies.  The DOB expressed its belief that its current
receipts and spending estimates related to the performance of the State and
national economies are reasonable.  However, there can be no assurance that
actual results will not differ materially and adversely from the current
forecast.

      Although DOB believed that the U.S. is on a sustainable path, that
belief was contingent upon the absence of any further shocks to the economy.
Unpredictable events such as a terrorist attack remain the biggest risk to
the economic expansion.  Such a shock could induce firms to postpone their
spending and hiring plans again, reducing future investment and employment,
which in turn could result in lower consumption growth.  Moreover, a
destructive attack on oil facilities abroad or a policy shift on the part of
oil-producing nations could result in higher oil prices than anticipated,
having adverse economic repercussions.  Similarly, a corporate governance
scandal of Enron proportions could dishearten investors, weakening equity
prices and business and consumer spending.

      If the Federal Reserve Board should initiate a policy of monetary
tightening sooner than anticipated, growth could also be more restrained than
expected.  The State believed that a significant risk of deflation had
receded, and that the Federal Reserve has demonstrated in the past that it
can swiftly shift course when it deems necessary.  If households demonstrate
a weaker response than expected to the fiscal stimulus provided by the tax
cut, growth could be weaker than what was reflected in the forecast.  In
addition, with the personal savings rate at a relatively low level, there is
a risk of a "virtuous reform" by consumers to increase savings in order to
readjust their balance sheets.  The resulting decline in consumption growth
could weaken corporate profits, which could in turn result in lower
employment and investment growth.  The State believed that the dollar is at
some risk of a sharp adverse reaction by foreign investors.  A dollar
collapse would impart a substantial inflationary impulse to the economy.
This could lead to higher interest rates and lower stock prices, both of
which would constrict economic activity.  This problem could be exacerbated
by weaker-than-expected growth among the nation's trading partners, producing
weaker export growth than projected.

      The State expressed the view that an economic resurgence that
moderately exceeds DOB's expectations was also possible.  A more rapid
increase in export growth due to either a weakened dollar or faster global
growth could generate a stronger increase in total output than expected.
Similarly, lower inflation than expected, perhaps as a result of a drop in
the price of oil or stronger productivity growth than expected, could induce
the Federal Reserve to postpone interest rate increases, resulting in
potentially stronger consumption and investment growth than expected.
Moreover, strong productivity growth could result in higher real wages,
supporting faster growth in consumer spending than expected.

      In addition to the risks for the national forecast, the State believed
there are also risks specific to New York.  Another attack targeted at New
York City would once again disproportionately affect the State economy.  Any
other such shock that had a strong and prolonged impact on the financial
markets would also disproportionately affect New York State, resulting in
lower income and employment growth than reflected in the current forecast.
In addition, if the national and world economies grow more slowly than
expected, demand for New York State goods and services would also be lower
than projected, dampening employment and income growth relative to the
State's forecast.  In contrast, should the national and world economies grow
faster than expected, a stronger upturn in stock prices, along with increased
activity in mergers and acquisitions and IPOs could be possible, resulting in
potentially higher wage growth than projected.

      The State cautioned that its economic expansion is just starting to
gain momentum, and forecasting at or near a business cycle turning point is
fraught with risk.  Moreover, the financial markets, which are so pivotal to
the direction of the downstate economy, are currently in a state of extreme
flux.  In the wake of several high-profile scandals, the pace of both
technological and regulatory change is as rapid as it has ever been.  These
circumstances compound even further the difficulty in projecting industry
revenues and profits.

      |X| The 2004-05 Fiscal Year.  The May Supplement reported that DOB
expects that 2003-04 operating results will have only a modest impact on the
2004-05 Financial Plan.  The  2004-05 Financial Plan has already used $261
million of the anticipated $308 million 2003-04 surplus to help balance the
2004-05 Financial Plan.  Spending of $362 million for legislative member
items budgeted in 2003-04 but expected to be spent in later fiscal years were
also expected to have no effect on overall 2004-05 Financial Plan balance,
since the resources to finance the spending had already been, or were planned
to be, set aside in the Community Projects Fund.  DOB expected other
timing-related spending in 2004-05 to have no net impact on budget balance.

      The January Update reported that the State's total General Fund
receipts were projected to reach $41.83 billion in 2004-05, a decrease of
$424 million from 2003-04.  The major source of the annual change in the
General Fund was the impact of the $4.2 billion in tobacco securitization
proceeds and $645 million from Federal revenue sharing grants, which were
received in 2003-04, but will not recur in 2004-05.  This loss was offset, in
part, by increased receipts from both the Personal Income Tax (PIT) and Sales
Tax, as a result of temporary tax increases adopted as part of the 2003-04
Enacted Budget.  Overall, improved economic performance and a resurgence in
financial service sector compensation were also expected to increase 2004-05
receipts.

      PIT net receipts for 2004-05 were projected to reach $27.46 billion, an
increase of $3.38 billion from 2003-04 due largely to three factors:  an
increase in underlying liability growth associated with improved economic
conditions; the temporary three-year tax increase enacted in 2003; and a
$1.27 billion higher contribution from the Refund Reserve account.  Net of
the Refund Reserve transaction, All Governmental Funds income tax receipts
were projected to increase by 8.6 percent over 2003-04.

      General Fund user taxes and fees net receipts for 2004-05 were
projected to reach $8.34 billion, an increase of $443 million from 2003-04.
The sales and use tax was projected to increase $488 million from 2003-04 due
to increased economic growth and the recommended changes to the clothing and
footware exemption.  The other user taxes and fees were projected to decrease
$44 million from 2003-04, due mainly to the increased dedication of motor
vehicle fee receipts to transportation funds.

      General Fund business tax receipts in 2004-05 were projected to be
$3.74 billion, or $344 million over 2003-04, due primarily to tax law changes
enacted in 2003-04 relating to intangible income and the de-coupling from
certain Federal tax provisions, and the expectation of strengthening
corporate and bank profits.

      General Fund other taxes, which include estate, pari-mutuel, gift, real
property gains, and racing admissions/boxing and wrestling exhibition taxes,
were estimated at $762 million in 2004-05, which is $22 million below
2003-04.  This estimate also reflects an anticipated leveling off of market
equity values in the second half of 2004-05.

      General Fund miscellaneous receipts were projected to total $2.09
billion in 2004-05, a decrease of $3.88 billion from 2003-04.  This decrease
was due largely to the one-time receipt of tobacco securitization bond
proceeds in 2003-04.  Excluding those proceeds, General Fund miscellaneous
receipts would increase by $317 million.  This increase was due primarily to
increased collections of Licenses and Fees, and an additional payment of $100
million from the Power Authority of the State of New York to offset the
remaining cost of the "Power for Jobs" program.

      There were no projected Federal Grants in 2004-05 in the General Fund,
a decrease of $645 million from the 2003-04 fiscal year.  This decrease
reflects the loss of the one-time Federal revenue sharing payments received
in 2003-04.  All Governmental Funds Federal grants for 2004-05 were projected
to reach $36.27 billion, a decrease of $922 million from 2003-04.  This
decrease reflects primarily the General Fund decrease of $645 million from
the current fiscal year, augmented by the decrease in World Trade Center
pass-through costs ($200 million).

      The State projected General Fund disbursements of $41.89 billion in
2004-05, a decrease of $175 million from 2003-04.  The change in General Fund
disbursements reflected higher spending in Grants to Local Governments, State
Operations, General State Charges and Debt Service, partially offset by lower
spending in Capital Projects and Transfers to Other Funds.

      Local assistance spending was projected to be $28.46 billion in
2004-05, a decrease of $856 million from 2003-04.  Spending growth of roughly
$3.4 billion is offset by the local assistance share of the 2002-03 payment
deferrals ($1.8 billion) plus a combination of recommended cost containment
initiatives and the use of alternative financing sources totaling nearly $2.5
billion.  Reforms were proposed to continue to provide planned fiscal relief
to New York City while eliminating legal concerns associated with the current
linkage to the Local Government Assistance Corporation (LGAC).  The
recommendations were expected to eliminate all impacts on LGAC, and reduce
total taxpayer costs (financed by both State and City taxpayers) by $1.9
billion, through legislation authorizing a refunding of Municipal Assistance
Corporation debt for a period of 10 years rather than 30 years.  The State
would provide additional resources of $170 million annually to New York City
to help them finance this refunding by directing certain State sales tax
receipts previously received by the State to New York City.  In addition, the
recommendations would generate recurring savings to New York City of another
$80 million through a variety of proposals.

      Excluding payment deferrals, the annual increase in local assistance
spending would be $970 million and is primarily attributable to higher
spending in Medicaid ($373 million), Higher Education Services Corporation
($176 million), school aid ($169 million), preschool special education
programs ($89 million), Office of Children and Family Services ($57 million)
and mental hygiene ($55 million).

      State Operations accounts for the cost of running the Executive,
Legislative and Judicial branches of government and was projected to total
$7.25 billion in 2004-05, an increase of $196 million from 2003-04.  Personal
service costs (e.g., State employee payroll) comprised 73 percent of State
Operations spending and the remaining 27 percent represents non-personal
service costs for contracts, rent, supplies, and other operating expenses.

      Spending for General State Charges was projected to be $3.65 billion in
2004-05, an increase of $395 million over 2003-04.  This annual increase was
due mostly to rising costs of employee health benefits to $2.05 billion (an
increase of $255 million) and higher costs related to employer pension
contributions to a level of $669 million (an increase of $184 million) after
reflecting savings for proposed pension reforms.

      Transfers to Other Funds were projected to total $2.53 billion in
2004-05, an increase of $90 million from 2003-04, and include General Fund
transfers to support debt service ($1.75 billion), capital projects ($187
million), and other funds ($587 million), including SUNY, banking services
and the Judiciary.

      The January Update projected that in 2004-05, the General fund would
have quarterly balances of $2.0 billion in June, $2.20 billion in September,
$1.22 billion by the end of December, and $964 million at the end of March.
The lowest projected month-end cash flow balance other than March was $1.2
billion in December.  The 2004-05 General Fund cash flow estimates assumed
the 2004-05 Executive Budget would be enacted on time and in its entirety.

      During the final quarter of 2003-04, the State announced that it had
reached tentative collective bargaining agreements with several of the
State's employee unions.  On April 27, 2004, the State's largest union, the
Civil Service Employee Association, ratified the first of these agreements.
DOB projected that, if all of the State's employee unions approved comparable
agreements, it would result in General Fund costs of roughly $350 million in
2004-05 growing to $1.4 billion by the end of the contract period in
2006-07.  The 2004-05 Financial Plan has no dedicated reserves for the costs
of new labor agreements, but additional 2004-05 revenues of between $150
million and $500 million above Executive Budget projections identified in the
consensus revenue agreement reached by the Legislature and the Governor in
March 2004 could help to cover these costs.

      |_|   State Governmental Funds Group.  Substantially all State
non-pension financial operations are accounted for in the State's
governmental funds group.  Governmental funds include the following four fund
types, the State's projections of receipts and disbursements in which
comprise the State's Financial Plan:

      o     the General Fund, which is the major operating fund of the State
and receives all receipts that are not required by law to be deposited in
another fund, including most State tax receipts and certain fees, transfers
from other funds and miscellaneous receipts from other sources;

      o     Special Revenue Funds, which account for the proceeds of specific
revenue sources (other than expendable trusts or major capital projects),
such as federal grants, that are legally restricted to specified purposes;

      o     Capital Projects Funds, which account for financial resources of
the State to be used for the acquisition or construction of major capital
facilities (other than those financed by Special Revenue Funds, Proprietary
Funds and Fiduciary Funds); and

      o     Debt Service Funds, which account for the accumulation of
resources (including receipts from certain taxes, transfers from other funds
and miscellaneous revenues, such as dormitory room rental fees, which are
dedicated by statute for payment of lease-purchase rentals) for the payment
of general long-term debt service and related costs and payments under
lease-purchase and contractual-obligation financing arrangements.

      |_|   Local Government Assistance Corporation.  In 1990, as part of a
State fiscal reform program, legislation was enacted creating Local
Government Assistance Corporation (LGAC), a public benefit corporation
empowered to issue long-term obligations to fund payments to local
governments that had been traditionally funded through the State's annual
seasonal borrowing.  The legislation also dedicated revenues equal to one
percent of the State sales and use tax to pay debt service on these bonds.
As of June 1995, LGAC had issued bonds and notes to provide net proceeds of
$4.7 billion, completing the program.  The issuance of these long-term
obligations, which are to be amortized over no more than 30 years, was
expected to eliminate the need for continued short-term seasonal borrowing.

      The legislation also imposed a limitation on the annual seasonal
borrowing of the State except in cases where the Governor and the legislative
leaders have certified the need for additional seasonal borrowing, based on
emergency or extraordinary factors or factors unanticipated at the time of
adoption of the budget, and provided a schedule for eliminating it over
time.  Any seasonal borrowing is required by law to be eliminated by the
fourth fiscal year after the limit was first exceeded (i.e., no tax and
revenue anticipation note (TRAN) seasonal borrowing in the fifth year).  This
provision limiting the State's seasonal borrowing practices was included as a
covenant with LGAC's bondholders in the resolution authorizing such bonds.
No restrictions were placed upon the State's ability to issue deficit notes.

      The impact of the LGAC reforms, as well as other changes in revenue and
spending patterns, is that the State has been able to meet its cash flow
needs throughout the fiscal year without relying on short-term seasonal
borrowings.

      |X|   Authorities.  The fiscal stability of the State is related to the
fiscal stability of its public Authorities.  Authorities refer to public
benefit corporations, created pursuant to State law, other than local
authorities.  Authorities have various responsibilities, including those
which finance, construct and/or operate revenue-producing public facilities.
Authorities are not subject to the constitutional restrictions on the
incurrence of debt that apply to the State itself, and may issue bonds and
notes within the amounts and restrictions set forth in their legislative
authorization.  The State's access to the public credit markets could be
impaired and the market price of its outstanding debt may be materially and
adversely affected if any of its Authorities were to default on their
respective obligations, especially those involving State-supported or
State-related debt. As of December 31, 2002, there were 17 public authorities
that had outstanding debt of $100 million or more, and the aggregate
outstanding debt, including refunding bonds, of these State public
authorities was $104.7 billion, only a portion of which constituted
State-supported or State-related debt.

      Authorities generally pay their operating expenses and debt service
costs from revenues generated by the projects they finance or operate, such
as tolls charged for the use of highways, bridges or tunnels, charges for
public power, electric and gas utility services, rentals charged for housing
units and charges for occupancy at medical care facilities.  In addition,
State legislation authorizes several financing techniques for Authorities.
There are statutory arrangements providing for State local assistance
payments otherwise payable to localities to be made under certain
circumstances to Authorities.  Although the State has no obligation to
provide additional assistance to localities whose local assistance payments
have been paid to Authorities under these arrangements, the affected
localities could seek additional State assistance if local assistance
payments are diverted.  Some Authorities also receive moneys from State
appropriations to pay for the operating costs of certain of their programs.

      |X|   Ratings of the State's Securities.  As of June 17, 2003, Standard
& Poor's ("S&P") has rated the State's general obligation bonds "AA," Moody's
had rated those bonds "A2" and Fitch had rated those bonds "AA-".

      Ratings reflect only the views of the ratings organizations, and an
explanation of the significance of a rating must be obtained from the rating
agency furnishing the rating.  There is no assurance that a particular rating
will continue for any given period of time or that any such rating will not
be revised downward or withdrawn entirely if, in the judgment of the agency
originally establishing the rating, circumstances so warrant. A downward
revision or withdrawal of a rating may have an effect on the market price of
the State and municipal securities in which the Trust invests.

      |X|   The State's General Obligation Debt.  As of March 31, 2003, the
State had approximately $4.0 billion in general obligation bonds
outstanding.  Principal and interest due on general obligation bonds were
$571 million for the 2002-03 fiscal year and were estimated to be $527
million for the State's 2003-04 fiscal year.

      |X|   Pending Litigation.  The State is a defendant in numerous legal
proceedings pertaining to matters incidental to the performance of routine
governmental operations.  That litigation includes, but is not limited to,
claims asserted against the State involving State finances and programs and
arising from alleged violations of civil rights, alleged torts, alleged
breaches of contracts, real property proceedings and other alleged violations
of State and Federal laws.  These proceedings could affect adversely the
financial condition of the State in the 2003-04 fiscal year or thereafter.

      The State reported that the 2004-05 Financial Plan does not set aside
specific reserves to cover potential costs that could materialize as a result
of adverse rulings in pending litigation, future collective bargaining
agreements with State employee unions, Federal disallowances, or other
Federal Actions that could adversely affect the State's projections of
receipts or disbursements.

      In addition, the State is party to other claims and litigation that
either its legal counsel has advised are not probable that the State will
suffer adverse court decisions or the State has determined are not material.
Although the amounts of potential losses, if any, are not presently
determinable, it was the State's opinion that its ultimate liability in these
cases is not expected to have a material adverse effect on the State's
financial position in the 2003-04 fiscal year or thereafter.

      |X|   Other Functions.  Certain localities in addition to the City have
experienced financial problems and have requested and received additional
State assistance during the last several State fiscal years. The potential
impact on the State of any future requests by localities for additional
oversight or financial assistance was not included in the projections of the
State's receipts and disbursements for the State's 2003-04 fiscal year or
thereafter.

      |X|   Factors Affecting Investments in New York City Municipal
Securities. The City has a highly diversified economic base, with a
substantial volume of business activity in the service, wholesale and retail
trade and manufacturing industries and is the location of many securities,
banking, law, accounting, news media and advertising firms.

      The City is a major seaport and focal point for international
business.  Many of the major corporations headquartered in the City are
multinational in scope and have extensive foreign operations.  Numerous
foreign-owned companies in the United States are also headquartered in the
City.  These firms, which have increased in number substantially over the
past decade, are found in all sectors of the City's economy, but are
concentrated in trade, manufacturing sales offices, tourism and finance.  The
City is the location of the headquarters of the United Nations, and several
affiliated organizations maintain their principal offices in the City.  A
large diplomatic community exists in the City to staff the missions to the
United Nations and the foreign consulates.

      Economic activity in the City has experienced periods of growth and
recession and can be expected to experience periods of growth and recession
in the future. The City experienced a recession in the early 1970s through
the middle of that decade, followed by a period of expansion in the late
1970s through the late 1980s.  The City fell into recession again in the
early 1990s which was followed by an expansion that lasted until 2001.  The
City's financial plan assumed that the economic slowdown that began in 2001
as a result of the September 11 attack, a national economic recession, and a
downturn in the securities industry had largely ended.  With the job market
outlook remaining sluggish, the financial plan assumed a moderate recovery of
the City's economy in calendar year 2004, gaining momentum in 2005.

      The City reported that recovery, clean up and repair efforts in the
wake of the September 11, 2001 terrorist attacks on the World Trade Center
have resulted in substantial expenditures.  The City has been largely
reimbursed by the federal government for all of its direct costs for response
and remediation of the World Trade Center site.  In addition, the State
authorized the Transitional Finance Authority (the "TFA") to have outstanding
$2.5 billion of bonds and notes to pay costs related to or arising from the
September 11 attack, of which the TFA had outstanding approximately $2
billion.  The City believed it was not possible to quantify with any
certainty the long-term impact of the September 11 attack on the City and its
economy.

      For each of the 1981 through 2003 fiscal years, the City's General Fund
had an operating surplus, before discretionary and other transfers, and
achieved balanced operating results as reported in accordance with then
applicable generally accepted accounting principles ("GAAP") after
discretionary and other transfers.  The City has been required to close
substantial gaps between forecast revenues and forecast expenditures in order
to maintain balanced operating results. There can be no assurance that the
City will continue to maintain balanced operating results as required by
State law without tax or other revenue increases or reductions in City
services or entitlement programs, which could adversely affect the City's
economic base.

      The Mayor is responsible for preparing the City's financial plan,
including the City's financial plan for the 2003 through 2007 fiscal years
submitted to the Control Board on June 30, 2003 (the "June Financial Plan")
and modification to the June Financial Plan submitted to the Control Board on
January 23, 2004 (as so modified, the "2004-2008 Financial Plan", or
"Financial Plan").  The City's projections set forth in the Financial Plan
are based on various assumptions and contingencies which are uncertain and
which may not materialize.

      Implementation of the Financial Plan is dependent upon the City's
ability to market its securities successfully.  Implementation of the
Financial Plan is also dependent upon the ability to market the securities of
other financing entities, including the New York City Municipal Water Finance
Authority ("Water Authority"), which issues debt secured by water and sewer
revenues.  In addition, the City issues revenue and tax anticipation notes to
finance its seasonal working capital requirements.  The success of projected
public sales of City, Water Authority, TFA and other bonds and notes will be
subject to prevailing market conditions.  Future developments concerning the
City and public discussion of such developments, as well as prevailing market
conditions, may affect the market for outstanding City general obligation
bonds and notes.

      |X|   The City's 2004-2008 Financial Plan.  For the 2003 fiscal year,
the City's General Fund had an excess of revenues over expenditures of $1.422
billion, before discretionary and other transfers, and achieved balanced
operating results in accordance with GAAP, after discretionary and other
transfers.  The 2003 fiscal year was the twenty-third consecutive year that
the City had achieved an excess of revenues over expenditures, before
discretionary and other transfers, and balanced operating results, after
discretionary and other transfers.

      The 2004-2008 Financial Plan is a modification to the June Financial
Plan, as subsequently modified by the financial plan submitted to the Control
Board on November 18, 2003.  The Financial Plan projected revenues and
expenditures for the 2004 and 2005 fiscal years balanced in accordance with
GAAP, and projected gaps of $2.0 billion, $2.9 billion and $2.2 billion for
fiscal years 2006 through 2008, respectively, after implementation of a
gap-closing program, a proposed property tax rebate and a pay-as-you-go
expenditure program for school construction and capital costs.

      Increases in projected revenues since the June Financial Plan totaled
$1.1 billion, $975 million, $643 million and $737 million in fiscal years
2004 through 2007, respectively, including an increase in projected tax
revenues of $765 million, $526 million, $507 million and $585 million in
fiscal years 2004 through 2007, respectively, resulting primarily from
increases in personal income and business tax revenues, primarily due to
improved securities industry profits, and the improving local and national
economies, and increases in mortgage recording, real property transfer and
sales tax revenues.  In addition, projected net expenditures have increased
since the June Financial Plan by $230 million, $554 million and $758 million
in fiscal years 2005 through 2007, respectively.  Increases in projected
expenditures since the June Financial Plan included:  (i) increased spending
for Medicaid totaling $248 million, $163 million, $225 million and $418
million for fiscal years 2004 through 2007, respectively; (ii) increased
public assistance spending of $59 million in fiscal year 2004 and $69 million
annually in each of fiscal years 2005 through 2007; (iii) increased health
insurance costs of approximately $33 million annually in each of fiscal years
2005 through 2007 and (iv) new agency spending totaling between $355 million
and $394 million in each of fiscal years 2004 through 2007.  Decreases in
projected expenditures since the June Financial Plan totaled $320 million,
$217 million, $150 million and $156 million in fiscal years 2004 through
2007, and included lower than anticipated pension contributions reflecting
greater than assumed financial investment returns on pension assets as of
June 30, 2003, and debt service savings, as well as a reduction in the
estimate of prior years' expenses by $300 million in fiscal year 2004.  The
Financial Plan included proposed discretionary transfers and prepayments in
fiscal year 2004 of $1.39 billion, reflecting prepayments of debt service of
$695 million due in each of fiscal years 2005 and 2006.

      In addition, the Financial Plan set forth gap-closing actions to
eliminate the previously projected gap for the 2005 fiscal year and to reduce
previously projected gaps for fiscal years 2006 and 2007.  The gap-closing
actions included: (i) reduced agency expenditures or increased revenues
totaling approximately $325 million in each of fiscal years 2004 and 2005 and
approximately $195 million in each of fiscal years 2006 and 2007; and (ii)
assumed additional federal assistance totaling $300 million and State
assistance totaling $400 million in each of fiscal years 2005 through 2007,
which require the approval of the federal and State governments.  The
additional federal actions assumed in the Financial Plan could include
continuation in subsequent fiscal years of the increase in 2004 in the share
of Medicaid costs paid by the federal government totaling between $242
million and $265 million annually in fiscal years 2005 through 2007, as well
as increased education, homeland security and other federal assistance.
Additional State actions could include Medicaid cost containment, the State
takeover of the City's funding of Medicaid long-term care and Family Health
Plus or other State assistance.  The gap-closing actions set forth in the
Financial Plan are partially offset by a proposed property tax rebate for
homeowners totaling between $250 million and $263 million in each of fiscal
years 2005 through 2007 and a pay-as-you-go expenditure program for school
construction capital costs reflecting increases of $100 million in fiscal
year 2004 and $200 million in each of fiscal years 2005 through 2007.

      The Financial Plan also reflected legislation enacted by the State
Legislature, over the Governor's veto, pursuant to which the LGAC is to make
available to the City or its assignee $170 million annually.  The City
intended to assign the $170 million annual payment to the Sales Tax Asset
Receivable Corporation ("STAR Corp."), a local development corporation
created to issue bonds to finance the cost of debt service on bonds of the
Municipal Assistance Corporation for the City of New York ("MAC") otherwise
payable from City sales tax revenue.  The STAR Corp. financing would make
available to the City approximately $500 million annually in fiscal years
2004 through 2008 by reducing the amount of City revenues retained by MAC for
its debt service or reimbursing the City for revenues already retained in the
2004 fiscal year.  On August 6, 2003, the LGAC directors adopted a resolution
stating that LGAC would not make the $170 million annual payment to the City,
expressing legal and policy concerns with the legislation.  On August 13,
2003, LGAC, its Chairperson, the State DOB and its Director sued the City and
the STAR Corp. challenging the constitutionality of the legislation and
seeking to prevent the issuance of bonds by STAR Corp.  The State Supreme
Court granted the City's and STAR Corp.'s motion for summary judgment.
Plaintiffs appealed that decision to the State Appellate Division which had
previously issued a preliminary injunction preventing STAR Corp. from issuing
its bonds pending the appeal.  The Appellate Division had not issued its
decision on the case.  The outcome of this litigation could not be predicted
with certainty.  If the $500 million in annual savings in MAC debt service
for fiscal years 2004 through 2008 from the STAR Corp. financing were to
become available to the City, the City would be forced to reduce expenditures
or increase revenues to maintain balanced operating results for fiscal years
2004 and 2005 and would be faced with larger than forecast budget gaps in the
subsequent years of the Financial Plan.

      The Financial Plan also reflected other proposed State assistance which
requires the approval of the State government.  State actions proposed in the
Financial Plan include a proposed regional transportation initiative which
would produce savings for the City totaling approximately $150 million
annually in fiscal year 2005 and thereafter by transferring responsibility
for the local private bus system to the Metropolitan Transportation Authority
("MTA"), which is subject to MTA and other approvals.  In addition, the
Governor had released the 2004-2005 Executive Budget, which will be
considered for adoption by the State Legislature.  The City estimated that
the 2004-2005 Executive Budget, if adopted by the State Legislature, would
provide the City with substantially less assistance than assumed in the
City's gap-closing program set forth in the Financial Plan.  The nature and
extent of the impact on the City of the federal and State budgets, when
adopted, was uncertain, and no assurance could be given that federal or State
actions included in the federal and State adopted budgets might not have a
significant adverse impact on the City's budget and its Financial Plan.

      The Financial Plan did not make any provision for wage increases, other
than the pay increases for the 2000-02 round of bargaining and pay increases
to be funded by productivity initiatives.  It was estimated that each 1% wage
increase for all City employees for subsequent contract periods would cost
approximately $212 million annually (including benefits).  In addition,
overtime spending, starting in fiscal year 2005, could exceed amounts
projected in the Financial Plan by $150 million annually.  The economic and
financial condition of the City might be affected by various financial,
social, economic, geo-political and other factors which could have a material
effect on the City.

      The Financial Plan is based on numerous assumptions, including the
condition of the City's and the region's economies and the concomitant
receipt of economically sensitive tax revenues in the amounts projected.  The
Financial Plan is subject to various other uncertainties and contingencies
relating to, among other factors, the effects on the City economy of the
September 11 attack, the extent, if any, to which wage increases for City
employees exceed the annual wage costs assumed for the 2004 through 2008
fiscal years; realization of projected interest earnings for pension fund
assets and current assumptions with respect to wages for City employees
affecting the City's required pension fund contributions; the willingness and
ability of the State to provide the aid contemplated by the Financial Plan
and to take various other actions to assist the City; the ability of HHC and
other such entities to maintain balanced budgets; the willingness of the
federal government to provide the amount of federal aid contemplated in the
Financial Plan; the impact on City revenues and expenditures of federal and
State welfare reform and any future legislation affecting Medicare or other
entitlement programs; adoption of the City's budgets by the City Council in
substantially the forms submitted by the Mayor; the ability of the City to
implement cost reduction initiatives and the success with which the City
controls expenditures; the impact of conditions in the real estate market on
real estate tax revenues; and the ability of the City and other financing
entities to market their securities successfully in the public credit
markets.  Certain of these assumptions have been questioned by the City
Comptroller and other public officials.

      From time to time, the City Comptroller and other public officials
issue reports and make public statements regarding the City's financial
condition, commenting on, among other matters, the City's financial plans,
projected revenues and expenditures and actions by the City to eliminate
projected operating deficits.  Some of these reports and statements have
warned that the City may have underestimated certain expenditures and
overestimated certain revenues and have suggested that the City may not have
adequately provided for future contingencies.  Certain of these reports have
analyzed the City's future economic and social conditions and have questioned
whether the City has the capacity to generate sufficient revenues in the
future to meet the costs of its expenditure increases and to provide
necessary services.  It is reasonable to expect that reports and statements
will continue to be issued and to engender public comment.

      On February 12, 2004, the staff of the Office of the State Deputy
Comptroller issued a report on the Financial Plan.  The report identified net
risks of $482 million, $1.5 billion, $1.4 billion, $1.4 billion and $1.3
billion for fiscal years 2004 through 2008, respectively, which, when added
to the gaps projected in the Financial Plan, would result in gaps of $482
million, $1.5 billion, $3.4 billion, $4.2 billion and $3.5 billion in fiscal
years 2004 through 2008, respectively.  In addition to the risks identified
in the report, the report noted that wage increases at the projected
inflation rate, without productivity savings, would increase costs by $840
million, $1.4 billion, $1.8 billion, $2.4 billion and $2.8 billion in fiscal
years 2004 through 2008, respectively.

      Various actions proposed in the Financial Plan are uncertain.  If these
measures cannot be implemented, the City will be required to take other
actions to decrease expenditures or increase revenues to maintain a balanced
financial plan.

      The projections and assumptions contained in the Financial Plan are
subject to revision which may involve substantial change, and no assurance
can be given that these estimates and projections, which include actions
which the City expects will be taken but which are not within the City's
control, will be realized.

      |X|   Ratings of the City's Bonds.  As of February, 12, 2004, Moody's,
S&P and Fitch rated the City's general obligations bonds A2, A and A+,
respectively.  These ratings reflect only the views of Moody's, S&P and Fitch
from which an explanation of the significance of such ratings may be
obtained.  There is no assurance that those ratings will continue for any
given period of time or that they will not be revised downward or withdrawn
entirely.  Any such downward revision or withdrawal could have an adverse
effect on the market prices of the City's bonds.  On July 16, 1998, S&P
revised its rating of City bonds to "A-" from "BBB+." On September 13, 2000,
S&P revised its rating of City bonds upward to "A."  On November 26, 2002,
S&P issued a negative outlook on City bonds and on May 27, 2003, changed the
outlook to stable.  Moody's rating of City bonds was revised in August 2000
upward to "A2" from "A3."  On November 15, 2001, Moody's issued a negative
outlook on City bonds.  On January 28, 2004, Moody's revised the outlook on
City bonds from negative to stable.  On March 8, 1999, Fitch revised its
rating of City bonds upward to "A" from "A-" and on September 15, 2000, Fitch
revised its rating to "A+."  On December 23, 2002, Fitch issued a negative
outlook on City bonds.  Fitch changed its outlook to stable on December 8,
2003.

      |X|   The City's Outstanding Indebtedness.  As of December 31, 2003,
the City and the Municipal Assistance Corporation for the City of New York
had, respectively, $29.698 billion and $2.052 billion of outstanding net
long-term debt.

      For its normal operations, the City depends on aid from the State both
to enable the City to balance its budget and to meet its cash requirements.
There can be no assurance that there will not be delays or reductions in
State aid to the City from the amounts projected; that State budgets in
future fiscal years will be adopted by the April 1 statutory deadline, or
interim appropriations will be enacted; or that any such reductions or delays
will not have adverse effects on the City's cash flow or expenditures.  In
addition, the Federal budget negotiation process could result in a reduction
or a delay in the receipt of Federal grants which could have adverse effects
on the City's cash flow or revenues.

      |X|   Pending Litigation.  The City is a defendant in lawsuits
pertaining to material matters and claims asserted that are incidental to
performing routine governmental and other functions. That litigation
includes, but is not limited to, actions commenced and claims asserted
against the City arising out of alleged constitutional violations, torts,
breaches of contract, and other violations of law and condemnation
proceedings.  While the ultimate outcome and fiscal impact, if any, on the
City of such proceedings and claims were not predictable, adverse
determinations in certain of them might have a material adverse effect upon
the City's ability to carry out the Financial Plan.  For the fiscal year
ended on June 30, 2003, the City paid $626.9 million for judgments and
claims, $172.4 million of which was reimbursed by the Health & Hospitals
Corporation.  The Financial Plan includes provisions for the payment of
judgments and claims of $642.7 million, $676.2 million, $712.7 million,
$751.5 million and $793.8 million for the 2004 through 2008 fiscal years,
respectively.  The City has estimated that its potential future liability for
outstanding claims against it as of June 30, 2003 amounted to approximately
$4.5 billion.

Other Investment Restrictions

      |X|   What Are "Fundamental Policies?" Fundamental policies are those
policies that the Trust has adopted to govern its investments that can be
changed only by the vote of a "majority" of the Trust's outstanding voting
securities.  Under the Investment Company Act, a "majority" vote is defined
as the vote of the holders of the lesser of:

o     67% or more of the shares present or represented by proxy at a
         shareholder meeting, if the holders of more than 50% of the
         outstanding shares are present or represented by proxy, or
o     more than 50% of the outstanding shares.

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

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

o     The Trust cannot make loans, except that the Trust may purchase debt
         securities described in "Investment Objective and Policies" and
         repurchase agreements, and the Trust may lend its portfolio
         securities as described in the Statement of Additional Information;

o     The Trust cannot borrow money in excess of 10% of the value of its
         total assets or make any investment when borrowings exceed 5% of the
         value of its total assets; it may borrow only as a temporary measure
         for extraordinary or emergency purposes; no assets of the Trust may
         be pledged, mortgaged or assigned to secure a debt;

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

o     The Trust cannot invest in real estate; however, the Trust may purchase
         debt securities issued by companies which invest in real estate or
         interests therein;

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 or directors of the Trust or its advisor who
         beneficially own individually more than 0.5% of the securities of
         such issuer together own more than 5% of the securities of such
         issuer;

o     The Trust cannot underwrite securities of other companies except
         insofar as the Trust may be deemed an underwriter under the
         Securities Act of 1933 in connection with the disposition of
         portfolio securities;

o     The Trust cannot purchase securities of other investment companies,
         except in connection with a merger, consolidation, acquisition or
         reorganization.

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 maturity in
         excess of the time period provided for in Rule 2a-7 of the
         Investment Company Act, or any other applicable rule, or in the case
         of a debt instrument subject to a repurchase agreement or called for
         redemption, unless purchased subject to a demand feature which may
         not exceed the time period provided for in Rule 2a-7, or any other
         applicable rule.

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

      For purposes of the investment restrictions listed above, the
identification of the "issuer" of a municipal security depends on the terms
and conditions of the security.  When the assets and revenues of an agency,
authority, instrumentality or other political subdivision are separate from
those of the government creating the subdivision and the security is backed
only by the assets and revenues of the subdivision, such subdivision would be
deemed to be the sole issuer.  Similarly, in the case of an industrial
development bond, if that bond is backed only by the assets and revenues of
the nongovernmental user, then such nongovernmental user would be deemed to
be the sole issuer.  However, if in either case the creating government or
some other entity guarantees the security, such guarantee would be considered
a separate security and would be treated as an issue of such government or
other agency.  Conduit securities are deemed to be issued by the person
ultimately responsible for payments of interest and principal on the security.

      In applying the restrictions as to the Trust's investments, the Manager
will consider a nongovernmental user of facilities financed by industrial
development bonds as being in a particular industry, despite the fact that
there is no industry concentration limitation as to municipal securities the
Trust may own.  Although this application of the restriction is not
technically a fundamental policy of the Trust, it will not be changed without
shareholder approval. Should any such change be made, the Prospectus and/or
Statement of Additional Information will be supplemented to reflect the
change.

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

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


Disclosure of Portfolio Holdings.  The Trust has adopted policies and
procedures concerning the dissemination of information about its portfolio
holdings by employees, officers and/or 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 Fund's portfolio holdings are made publicly
         available no later than 60 days after the close of each of the
         Fund's fiscal quarters in semi-annual and annual reports to
         shareholders, or in its Statements of Investments on Form N-Q, which
         are publicly available at the 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 trustees, shall neither solicit nor accept any compensation or other
consideration (including any agreement to maintain assets in the Trust or in
other investment companies or accounts managed by the Manager or any
affiliated person of the Manager) in connection with the disclosure the
Trust's non-public portfolio holdings. The receipt of investment advisory
fees or other fees and compensation paid to the Manager and its subsidiaries
pursuant to agreements approved by the Trust's Board shall not be deemed to
be "compensation" or "consideration" for these purposes.  It is a violation
of the Code of Ethics for any covered person to release holdings in
contravention of portfolio holdings disclosure policies and procedures
adopted by the Trust.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

          A.G. Edwards & Sons           Keijser Securities

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

          ABG Securities                Kempen & Co. USA Inc.

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

          ABN AMRO                      Kepler Equities/Julius
                                        Baer Sec

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

          Advest                        KeyBanc Capital Markets

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

          AG Edwards                    Leerink Swan

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

          American Technology Research  Legg Mason

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

          Auerbach Grayson              Lehman

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

          Banc of America Securities    Lehman Brothers

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

          Barclays                      Lipper

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

          Baseline                      Loop Capital Markets

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

          Bear Stearns                  MainFirst Bank AG

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

          Belle Haven                   Makinson Cowell US Ltd

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

          Bloomberg                     Maxcor Financial

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

          BNP Paribas                   Merrill

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

          BS Financial Services         Merrill Lynch

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

          Buckingham Research Group     Midwest Research

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

          Caris & Co.                   Mizuho Securities

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

          CIBC World Markets            Morgan Stanley

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

          Citigroup                     Morningstar

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

          Citigroup Global Markets      Natexis Bleichroeder

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

          Collins Stewart               Ned Davis Research Group

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

          Craig-Hallum Capital Group LLCNomura Securities

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

          Credit Agricole Cheuvreux     Pacific Crest
          N.A. Inc.

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

          Credit Suisse First Boston    Pacific Crest Securities

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

          Daiwa Securities              Pacific Growth Equities

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

          Davy                          Petrie Parkman

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

          Deutsche Bank                 Pictet

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

          Deutsche Bank Securities      Piper Jaffray Inc.

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

          Dresdner Kleinwort WassersteinPlexus

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

          Emmet & Co                    Prager Sealy & Co.

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

          Empirical Research            Prudential Securities

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

          Enskilda Securities           Ramirez & Co.

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

          Essex Capital Markets         Raymond James

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

          Exane BNP Paribas             RBC Capital Markets

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

          Factset                       RBC Dain Rauscher

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

          Fidelity Capital Markets      Research Direct

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

          Fimat USA Inc.                Robert W. Baird

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

          First Albany                  Roosevelt & Cross

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

          First Albany Corporation      Russell Mellon

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

          Fixed Income Securities       Ryan Beck & Co.

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

          Fortis Securities             Sanford C. Bernstein

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

          Fox-Pitt, Kelton              Scotia Capital Markets

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

          Friedman, Billing, Ramsey     SG Cowen & Co.

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

          Fulcrum Global Partners       SG Cowen Securities

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

          Garp Research                 Soleil Securities Group

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

          George K Baum & Co.           Standard & Poors

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

          Goldman                       Stone & Youngberg

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

          Goldman Sachs                 SWS Group

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

          HSBC                          Taylor Rafferty

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

          HSBC Securities Inc           Think Equity Partners

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

          ING Barings                   Thomas Weisel Partners

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

          ISI Group                     UBS

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

          Janney Montgomery             Wachovia

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

          Jefferies                     Wachovia Corp

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

          Jeffries & Co.                Wachovia Securities

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

          JP Morgan                     Wescott Financial

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

          JP Morgan Securities          William Blair

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

          JPP Eurosecurities            Yieldbook

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

          Keefe, Bruyette & Woods

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

How the Trust is Managed

Organization and History.  The Trust is an open-end, diversified management
investment company organized as a Massachusetts business trust in 1988, 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 do so from time to time on important matters or when
required to do so by the Investment Company Act or other applicable law.
Shareholders have the right, upon a vote or declaration in writing or vote of
two-thirds of the outstanding shares of the Trust, to remove a Trustee 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. The Trustees may
also take other action as permitted by the Investment Company Act.

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

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

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


      The Board of Trustees has an Audit Committee, a Review Committee and a
Governance Committee.  The Audit Committee is comprised solely of Independent
Trustees. The members of the Audit Committee are Edward L. Cameron
(Chairman), George C. Bowen, Robert J. Malone and F. William Marshall, Jr.
The Audit Committee held __ meetings during the fiscal year ended June 30,
2005. The Audit Committee furnishes the Board with recommendations regarding
the selection of the Trust's independent auditors. The Audit Committee
provides the Board with recommendations regarding the selection of the Fund's
independent auditor. The Audit Committee also reviews the scope and results
of audits and the audit fees charged, reviews reports from the Fund's
independent auditor concerning the Fund's internal reports accounting
procedures and controls, and reviews reports of the Manager's internal
auditor, among other duties as set forth in the Committee's charter

      The members of the Review Committee are Jon S. Fossel (Chairman),
Robert G. Avis, Sam Freedman and Beverly Hamilton.  The Review Committee held
__ meetings during the fiscal year ended June 30, 2005. Among other
functions, the Review Committee reviews 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 and policies and procedures adopted by the Trust to comply with
Investment Company Act and other applicable law.

The members of the Governance Committee are Robert Malone (Chairman), William
Armstrong, Beverly Hamilton and F. William Marshall, Jr.  Each member of the
Committee is independent, meaning each person is not an "interested person"
as defined in the Investment Company Act.  The Governance Committee was
established in August 2004 and held ___ meetings during the Trust's fiscal
year ended June 2005.  The Governance Committee is expected to consider
general governance matters, including a formal process for shareholders to
send communications to the Board and the qualifications of candidates for
board positions including consideration of any candidate recommended by
shareholders.

      The Governance Committee adopted a charter on April 26, 2005.  Among
other functions, the 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
Committee in care of the Trust. The Committee may consider such persons at
such time as it meets to consider possible nominees. The Committee, however,
reserves sole discretion to determine which candidates for directors and
independent directors it will recommend to the Board and/or shareholders and
it may identify candidates other than those submitted by Shareholders. The
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 directors except for those instances when a shareholder vote is required.

      Shareholders who desire to communicate with the Board should address
correspondence to the Board as an individual Board member and may submit
their correspondence electronically at www.oppenheimerfunds.com under the
                                       ------------------------
caption "contact us" or by mail to the Trust at the address above.  The
Governance Committee will consider if a different process should be
recommended to the Board.

Trustees and Officers of the Trust. Except for Messrs. Murphy and Grabish,
each of the Trustees  are "Independent Trustees," as under the Investment
Company Act. Mr. Murphy is an "Interested Trustee," because he is affiliated
with the Manager by virtue of his positions as an officer and director of
OppenheimerFunds, Inc., and as a shareholder of its parent company. Mr.
Murphy was elected as a Trustee of the Trust with the understanding that in
the event he ceases to be the chief executive officer of OppenheimerFunds,
Inc., he will resign as a trustee of the Trust and the other Board II Funds
(defined below) for which he is a trustee or director. Mr. Grabish is an
"Interested Trustee" because he is affiliated with the Manager by virtue of
his positions with A.G. Edwards & Sons, Inc. and its affiliates (as described
in his biography below), which is a partial owner of the Manager's parent
company.

      The Trust's Trustees and officers and their positions held with the
Trust and length of service in such position(s) and their principal
occupations and business affiliations during the past five years are listed
in the chart below. The information for the Trustees also includes the dollar
range of shares of the Trust as well as the aggregate dollar range of shares
of the Oppenheimer/Centennial funds beneficially owned by the Trustees. All
of the Trustees are also trustees or directors of the following
Oppenheimer/Centennial funds. However, Mr. Grabish is only a Trustee/Managing
General Partner of the Centennial Government Trust, Centennial California Tax
Exempt Trust, Centennial Money Market Trust, Centennial New York Tax Exempt
Trust and Centennial Tax Exempt Trust (referred to as "Board II Funds"):

Oppenheimer Cash Reserves                  Oppenheimer   Principal   Protected
                                           Trust II
                                           Oppenheimer   Principal   Protected
Oppenheimer Champion Income Fund           Trust III
Oppenheimer Capital Income Fund            Oppenheimer Real Asset Fund
                                           Oppenheimer  Senior  Floating  Rate

Oppenheimer Equity Fund, Inc.              Fund

Oppenheimer High Yield Fund                Oppenheimer Strategic Income Fund
Oppenheimer International Bond Fund        Oppenheimer Variable Account Funds
Oppenheimer Integrity Funds                Panorama Series Fund, Inc.
Oppenheimer Limited-Term Government Fund

                                           Centennial  California  Tax  Exempt
Oppenheimer Main Street Funds, Inc.        Trust
Oppenheimer Main Street Opportunity Fund   Centennial Government Trust
Oppenheimer Main Street Small Cap Fund     Centennial Money Market Trust
                                           Centennial   New  York  Tax  Exempt
Oppenheimer Municipal Fund                 Trust
Oppenheimer Principal Protected Trust      Centennial Tax Exempt Trust

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


      Messrs. Bonnell, Gillespie, Murphy, Petersen, Vandehey, Vottiero,
Wixted and Zack, and Mses. Bloomberg and Ives, who are officers of the Trust,
respectively hold the same offices with one or more of the other Board II
Funds as with the Trust. As of October __, 2005, the Trustees and officers of
the Trust, as a group, owned of record or beneficially less than 1% of the
shares of the Trust.  The foregoing statement does not reflect ownership of
shares held of record by an employee benefit plan for employees of the
Manager, other than the shares beneficially owned under that plan by the
officers of the Trust listed above. In addition, each Independent Trustee,
and his family members, do not own securities of either the Manager,
Distributor or Sub-Distributor of the Board II Funds or any person directly
or indirectly controlling, controlled by or under common control with the
Manager, Distributor or Sub-Distributor.


      The address of each Trustee in the charts below is 6803 S. Tucson Way,
Centennial, CO 80112-3924. Each Trustee serves for an indefinite term, until
his or her resignation, retirement, death or removal.




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

                                                             As of December 31, 2004

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

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

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

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

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

George C. Bowen,   Assistant Secretary and Director of the   None        Over
Trustee since      Manager (December 1991-April 1999);                   $100,000
2000               President, Treasurer and Director of
Age: 68            Centennial Capital Corporation (June
                   1989-April 1999); Chief Executive
                   Officer and Director of MultiSource
                   Services, Inc. (March 1996-April 1999);
                   Mr. Bowen held several positions with
                   OppenheimerFunds, Inc. and with
                   subsidiary or affiliated companies of
                   OppenheimerFunds, Inc. (September
                   1987-April 1999). Oversees 38 portfolios
                   in the OppenheimerFunds complex.

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

Edward L.          Member of The Life Guard of Mount Vernon  None        Over
Cameron, Trustee   (George Washington historical site)                   $100,000
since 2000         (since June 2000); Director of Genetic
Age: 66            ID, Inc. (biotech company) (March
                   2001-May 2002); Partner at
                   PricewaterhouseCoopers LLP (accounting
                   firm) (July 1974-June 1999); Chairman of
                   Price Waterhouse LLP Global Investment
                   Management Industry Services Group (July
                   1994-June 1998). Oversees 38 portfolios
                   in the OppenheimerFunds complex.

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

Jon S. Fossel,     Director of UNUMProvident (insurance      None        Over
Trustee since 2000 company) (since June 2002); Director of               $100,000
Age: 63            Northwestern Energy Corp. (public
                   utility corporation) (since November
                   2004); Director of P.R. Pharmaceuticals
                   (October 1999-October 2003); Director of
                   Rocky Mountain Elk Foundation
                   (non-profit organization) (February
                   1998-February 2003); Chairman and
                   Director (until October 1996) and
                   President and Chief Executive Officer
                   (until October 1995) of
                   OppenheimerFunds, Inc.; President, Chief
                   Executive Officer and Director of the
                   following: Oppenheimer Acquisition Corp.
                   ("OAC") (parent holding company of
                   OppenheimerFunds, Inc.), Shareholders
                   Services, Inc. and Shareholder Financial
                   Services, Inc. (until October 1995).
                   Oversees 38 portfolios in the
                   OppenheimerFunds complex.

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

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

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

Beverly L.         Trustee of Monterey Institute for         None        Over
Hamilton, Trustee  International Studies (educational                    $100,000
since 2002         organization) (since February 2000);
Age: 58            Director of The California Endowment
                   (philanthropic organization) (since
                   April 2002); Director of Community
                   Hospital of Monterey Peninsula (since
                   February 2002); Director of Emerging
                   Markets Growth Fund, Inc. (mutual fund)
                   (since October 1991); President of ARCO
                   Investment Management Company (February
                   1991-April 2000); Member of the
                   investment committees of The Rockefeller
                   Foundation and The University of
                   Michigan; Advisor at Credit Suisse First
                   Boston's Sprout venture capital unit
                   (venture capital fund) (1994-January
                   2005); Trustee of MassMutual
                   Institutional Funds (investment company)
                   (1996-June 2004); Trustee of MML Series
                   Investment Fund (investment company)
                   (April 1989-June 2004); Member of the
                   investment committee of Hartford
                   Hospital (2000-2003); and Advisor to
                   Unilever (Holland) pension fund
                   (2000-2003). Oversees 38 portfolios in
                   the OppenheimerFunds complex.

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

Robert J. Malone,  Chairman, Chief Executive Officer and     None        Over
Trustee since 2002 Director of Steele Street State Bank                  $100,000
Age: 60            (commercial banking) (since August
                   2003); Director of Colorado UpLIFT
                   (charitable organization) (since 1986);
                   Trustee of the Gallagher Family
                   Foundation (non-profit organization)
                   (since 2000); Former Chairman of U.S.
                   Bank-Colorado (subsidiary of U.S.
                   Bancorp and formerly Colorado National
                   Bank) (July 1996-April 1999); Director
                   of Commercial Assets, Inc. (real estate
                   investment trust) (1993-2000); Director
                   of Jones Knowledge, Inc. (2001-July
                   2004); and Director of U.S. Exploration,
                   Inc. (oil and gas exploration)
                   (1997-February 2004). Oversees 38
                   portfolios in the OppenheimerFunds
                   complex.

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

F. William         Trustee of MassMutual Select Funds        None        Over
Marshall, Jr.,     (formerly MassMutual Institutional                    $100,000
Trustee since 2000 Funds) (investment company) (since 1996)
Age: 63            and MML Series Investment Fund
                   (investment company) (since 1996), the
                   Springfield Library and Museum
                   Association (museums) (since 1995) and
                   the Community Music School of
                   Springfield (music school) (since 1996);
                   Chairman and Trustee (since 2003) and
                   Chairman of the Investment Committee
                   (since 1994) of the Worcester Polytech
                   Institute (private university);
                   President and Treasurer of the SIS Funds
                   (private charitable fund) (since January
                   1999); Chairman of SIS & Family Bank,
                   F.S.B. (formerly SIS Bank) (commercial
                   bank) (January 1999-July 1999); Member
                   of the Investment Committee of the
                   Community Foundation of Western
                   Massachusetts (1998-2003); and Executive
                   Vice President of Peoples Heritage
                   Financial Group, Inc. (commercial bank)
                   (January 1999-July 1999). Oversees 40
                   portfolios in the OppenheimerFunds
                   complex.*

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

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








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

                              Interested Trustee

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

                                                                      2004

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

Richard F.        Senior Vice President and Assistant         None   Over $100,000
Grabish, Trustee  Director of Sales and Marketing (since
since 2001        March 1997), Director (since March 1987)
Age: 56           and Manager of Private Client Services
                  (since June 1985) of A.G. Edwards & Sons,
                  Inc. (broker/dealer and investment firm);
                  Chairman and Chief Executive Officer of
                  A.G. Edwards Trust Company (since March
                  2001); President and Vice Chairman of
                  A.G. Edwards Trust Company (investment
                  adviser) (April 1987-March 2001).
                  Oversees 5 portfolios in the
                  OppenheimerFunds complex.

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



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


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

                                                                       2004

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

John V. Murphy,    Chairman, Chief Executive Officer and      None       Over
President          Director (since June 2001) and President              $100,000
Since 2001and      (since September 2000) of
Trustee since 2003 OppenheimerFunds, Inc.; President and
Age: 56            Director or Trustee of other Oppenheimer
                   funds; President and Director of OAC and
                   of Oppenheimer Partnership Holdings, Inc.
                   (holding company subsidiary of
                   OppenheimerFunds, Inc.) (since July
                   2001); Director of OppenheimerFunds
                   Distributor, Inc. (subsidiary of
                   OppenheimerFunds, Inc.) (since November
                   2001); Chairman and Director of
                   Shareholder Services, Inc. and of
                   Shareholder Financial Services, Inc.
                   (transfer agent subsidiaries of
                   OppenheimerFunds, Inc.) (since July
                   2001); President and Director of
                   OppenheimerFunds Legacy Program
                   (charitable trust program established by
                   OppenheimerFunds, Inc.) (since July
                   2001); Director of the following
                   investment advisory subsidiaries of
                   OppenheimerFunds, Inc.: the Manager, OFI
                   Institutional Asset Management, Inc.,
                   Trinity Investment Management Corporation
                   and Tremont Capital Management, Inc.
                   (since November 2001), HarbourView Asset
                   Management Corporation and OFI Private
                   Investments, Inc. (since July 2001);
                   President (since November 2001) and
                   Director (since July 2001) of Oppenheimer
                   Real Asset Management, Inc.; Executive
                   Vice President of Massachusetts Mutual
                   Life Insurance Company (OAC's parent
                   company) (since February 1997); Director
                   of DLB Acquisition Corporation (holding
                   company parent of Babson Capital
                   Management LLC) (since June 1995); Member
                   of the Investment Company Institute's
                   Board of Governors (since October 3,
                   2003); Chief Operating Officer of
                   OppenheimerFunds, Inc. (September
                   2000-June 2001); President and Trustee of
                   MML Series Investment Fund and MassMutual
                   Select Funds (open-end investment
                   companies) (November 1999-November 2001);
                   Director of C.M. Life Insurance Company
                   (September 1999-August 2000); President,
                   Chief Executive Officer and Director of
                   MML Bay State Life Insurance Company
                   (September 1999-August 2000); Director of
                   Emerald Isle Bancorp and Hibernia Savings
                   Bank (wholly-owned subsidiary of Emerald
                   Isle Bancorp) (June 1989-June 1998).
                   Oversees 66 portfolios as trustee or
                   director and 20 additional portfolios as
                   Officer in the OppenheimerFunds complex.

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



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







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

John C. Bonnell,                 Vice President (since May 2004) of OppenheimerFunds,
Vice President and Portfolio     Inc.; a Chartered Financial Analyst; an officer of 3
Manager since 2004               portfolios in the OppenheimerFunds complex. Formerly
Age:  40                         a Portfolio Manager at Strong Financial Corporation
                                 (May 1999 - May 2004).

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

Mark S. Vandehey,                Senior Vice President and Chief Compliance Officer
Vice President and Chief         of OppenheimerFunds, Inc. (since March 2004); Vice
Compliance Officer since 2004    President of the Manager, OppenheimerFunds
Age:  54                         Distributor, Inc., and Shareholder Services, Inc.
                                 (since June 1983); Vice President and Director of
                                 Internal Audit of OppenheimerFunds, Inc.
                                 (1997-February 2004). An officer of 86 portfolios in
                                 the Oppenheimer funds complex.

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

Brian W. Wixted,                 Senior Vice President and Treasurer of
Treasurer since April 1999       OppenheimerFunds, Inc. (since March 1999); Treasurer
Age: 45                          of the following: Shareholder Services, Inc.,
                                 HarbourView Asset Management Corporation,
                                 Shareholder Financial Services, Inc., Oppenheimer
                                 Real Asset Management Corporation, and Oppenheimer
                                 Partnership Holdings, Inc. (since March 1999), OFI
                                 Private Investments, Inc. (since March 2000),
                                 OppenheimerFunds International Ltd. and
                                 OppenheimerFunds plc (since May 2000), OFI
                                 Institutional Asset Management, Inc. (since November
                                 2000), and OppenheimerFunds Legacy Program (since
                                 June 2003); Treasurer and Chief Financial Officer of
                                 OFI Trust Company (trust company subsidiary of
                                 OppenheimerFunds, Inc.) (since May 2000); Assistant
                                 Treasurer of OAC (since March 1999); and Assistant
                                 Treasurer of the Manager and Distributor (March
                                 1999-October 2003) and OppenheimerFunds Legacy
                                 Program (April 2000-June 2003); Principal and Chief
                                 Operating Officer of Bankers Trust Company-Mutual
                                 Fund Services Division (March 1995-March 1999). An
                                 officer of 86 portfolios in the OppenheimerFunds
                                 complex.

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

Brian Petersen,                  Assistant Vice President of OppenheimerFunds, Inc.
Assistant Treasurer since 2004   (since August 2002); Manager/Financial Product
Age: 34                          Accounting of OppenheimerFunds, Inc. (November
                                 1998-July 2002). An officer of 86 portfolios in the
                                 OppenheimerFunds complex.

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

Philip Vottiero,                 Vice President/Fund Accounting of OppenheimerFunds,
Assistant Treasurer since 2002   Inc. (since March 2002); Vice President/Corporate
Age:  42                         Accounting of OppenheimerFunds, Inc. (July
                                 1999-March 2002); Chief Financial Officer of Sovlink
                                 Corporation (April 1996-June 1999). An officer of 86
                                 portfolios in the OppenheimerFunds complex.

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

Robert G. Zack,                  Executive Vice President (since January 2004) and
Vice President & Secretary       General Counsel (since March 2002) of
since 2001                       OppenheimerFunds, Inc.; General Counsel of the
Age: 56                          Manager and Distributor (since December 2001);
                                 General Counsel and Director of OppenheimerFunds
                                 Distributor, Inc. (since December 2001); Senior Vice
                                 President, General Counsel and Director of the
                                 Transfer Agent, Shareholder Financial Services,
                                 Inc., OFI Private Investments, Inc. and OFI Trust
                                 Company (since November 2001); Senior Vice President
                                 and General Counsel of HarbourView Asset Management
                                 Corporation (since December 2001); Secretary and
                                 General Counsel of OAC (since November 2001);
                                 Assistant Secretary (since September 1997) and
                                 Director (since November 2001) of OppenheimerFunds
                                 International Ltd. and OppenheimerFunds plc; Vice
                                 President and Director of Oppenheimer Partnership
                                 Holdings, Inc. (since December 2002); Director of
                                 Oppenheimer Real Asset Management, Inc. (since
                                 November 2001); Vice President of OppenheimerFunds
                                 Legacy Program (since June 2003); Senior Vice
                                 President and General Counsel of OFI Institutional
                                 Asset Management, Inc. (since November 2001);
                                 Director of OppenheimerFunds (Asia) Limited (since
                                 December 2003); Senior Vice President (May
                                 1985-December 2003), Acting General Counsel
                                 (November 2001-February 2002) and Associate General
                                 Counsel (May 1981-October 2001) of OppenheimerFunds,
                                 Inc.; Assistant Secretary of the following: the
                                 Transfer Agent (May 1985-November 2001), Shareholder
                                 Financial Services, Inc. (November 1989-November
                                 2001), and OppenheimerFunds International Ltd.
                                 (September 1997-November 2001). An officer of 86
                                 portfolios in the OppenheimerFunds complex.

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

Lisa I. Bloomberg,               Vice President and Associate Counsel of
Assistant Secretary since 2004   OppenheimerFunds, Inc. (since May 2004); First Vice
Age:  37                         President (April 2001-April 2004), Associate General
                                 Counsel (December 2000-April 2004), Corporate Vice
                                 President (May 1999-April 2001) and Assistant
                                 General Counsel (May 1999-December 2000) of UBS
                                 Financial Services Inc. (formerly, PaineWebber
                                 Incorporated). An officer of 86 portfolios in the
                                 OppenheimerFunds complex.

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

Kathleen T. Ives,                Vice President (since June 1998) and Senior Counsel
Assistant Secretary              and Assistant Secretary (since October 2003) of
since 2001                       OppenheimerFunds, Inc.; Vice President (since 1999)
Age: 39                          and Assistant Secretary (since October 2003) of the
                                 Distributor; Assistant Secretary of the Manager
                                 (since October 2003); Vice President and Assistant
                                 Secretary of Shareholder Services, Inc. (since
                                 1999); Assistant Secretary of OppenheimerFunds
                                 Legacy Program and Shareholder Financial Services,
                                 Inc. (since December 2001); Assistant Counsel of the
                                 Manager (August 1994-October 2003). An officer of 86
                                 portfolios in the OppenheimerFunds complex.

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

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

Phillip S. Gillespie,            Senior Vice President and Deputy General Counsel of
Assistant Secretary since 2004   OppenheimerFunds, Inc. (since September 2004); First
Age:  41                         Vice President (2000-September 2004), Director
                                 (2000-September 2004) and Vice President (1998-2000)
                                 of Merrill Lynch Investment Management. An officer
                                 of 86 portfolios in the OppenheimerFunds complex.

---------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                               Aggregate Compensation                   Total Compensation From Trust and Fund Complex Paid to Trustee/Director*
                                                                                                                                                               -

|X|   Remuneration of Trustees.
The officers of the Trust and
Mr. Murphy (who is an officer
and Trustee of the Trust) are
affiliated with the Manager and
receive no salary or fee from
the Trust.  The Trustees of the
Trust received the compensation
shown below from the Trust with
respect to the Trust's fiscal
year ended June 30, 2005. The
compensation from all of the
Board II Funds (including the
Trust) represents compensation
received for serving as a
managing general partner,
director or trustee and member
of a committee (if applicable)
of the boards of those funds
during the calendar year 2004
(there were __ funds at the end
of 2004).


  Trustee    Name   and    Other                    from Trust(1)
  Position(s) (as applicable)
-------------------------------------------------------------------------------------
------------------------------------------------------------------------------

 William L. Armstrong                                                                                                   $178,000

  Chairman   of  the   Board  of

Trustees     and      Governance                        $733
Committee Member

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

Robert G. Avis                            $488                $118,500

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

George C. Bowen                           $488                $118,500

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

Edward L. Cameron                         $561                $136,000

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

Jon S. Fossel                             $561                $136,000

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

Sam Freedman                              $488                $118,500

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

Richard F. Grabish                        $484                 $11,938

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

 Review Committee Member and             $491(3)             $152,355(2)
Governance Committee Member

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

   Governance Committee Chairman         $550(6)            $121,726(4,5)
and Audit Committee Member

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

  Audit Committee Member and              $488               $167,500(4)
  Governance Committee Member

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


1.    Aggregate   Compensation   from  Trust   includes   fees  and   deferred
   compensation, if any, for a Trustee.
2.     "Total  Compensation  From Trust and Fund Complex" paid to Mr.  Grabish
   for service as a Trustee,  as well as service on the Review  Committee  was
   paid only by Centennial Government Trust,  Centennial California Tax Exempt
   Trust,  Centennial  Money  Market  Trust,  Centennial  New York Tax  Exempt
   Trust,  Centennial  Tax Exempt  Trust and  Centennial  America  Fund,  L.P.
   (total of six funds for which he serves as Trustee on the Board II Funds).

3.    Includes  $____  deferred  under  Deferred  Compensation  Plan described
   below.
4.    Total  compensation for Mrs. Hamilton and Mr. Malone was paid by all the
   Board II Funds,  with the  exception of  Oppenheimer  Senior  Floating Rate
   Fund for  which  they did not  serve as  Trustees.  Mrs.  Hamilton  and Mr.
   Malone were  elected as Trustees  of Senior  Floating  Rate Fund on May 26,
   2005 (total of __ Oppenheimer funds as of December 31, 2004).
5.    Includes  $______  compensation  (of  which  100% was  deferred  under a
   deferred  compensation  plan) paid to Mrs. Hamilton for previously  serving
   as a trustee by two open-end investment companies  (MassMutual Select Funds
   (formerly  MassMutual  Institutional Funds) and MML Series Investment Fund)
   the  investment  adviser for which is the  indirect  parent  company of the
   Trust's Manager.
6.    Includes $___ deferred under Deferred Compensation Plan described below.
7.    Includes  $_______  compensation  paid to Mr.  Marshall for serving as a
   trustee by two  open-end  investment  companies  (MassMutual  Select  Funds
   (formerly  MassMutual  Institutional Funds) and MML Series Investment Fund)
   the  investment  adviser for which is the  indirect  parent  company of the
   Trust's Manager.
   *For  purposes  of  this  section  only,   "Fund   Complex"   includes  the
   Oppenheimer  funds,  MassMutual Select Funds and MML Series Investment Fund
   in accordance  with the  instructions  for Form N-1A.  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.

|X|   Deferred Compensation Plan for Trustees.  The Board of Trustees has
adopted a Deferred Compensation Plan for Independent Trustees that enables
them to elect to defer receipt of all or a portion of the annual fees they
are entitled to receive from the Trust.  Under the plan, the compensation
deferred by a Trustee is periodically adjusted as though an equivalent amount
had been invested in shares of one or more Oppenheimer funds selected by the
Trustee.  The amount paid to the Trustee under this plan will be determined
based upon the performance of the selected funds.


      Deferral of Trustee's fees under this plan will not materially affect
the Trust's assets, liabilities or net income per share.  The plan will not
obligate the Trust to retain the services of any Trustee or to pay any
particular level of compensation to any Trustee.  Pursuant to an Order issued
by the Securities and Exchange Commission, the Trust may invest in the funds
selected by any Trustee under this plan without shareholder approval for the
limited purpose of determining the value of the Trustee's deferred fee
account.


      |X|               Major Shareholders.  As of Ocotober __, 2005, 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"), 1 North Jefferson Avenue, St. Louis, Missouri 63103, which owned
______________ shares of the Trust which was _____% 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 manager of the Trust is 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 manager with
research and support in managing the Trust's investments.

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

      |X|               The Investment Advisory Agreement.  The Manager
provides investment advisory and management services to the Trust under an
investment advisory agreement between the Manager and the Trust.  The Manager
selects securities for the Trust's portfolio and handles its day-to-day
business.  The agreement requires the Manager, at its expense, to provide the
Trust with adequate office space, facilities and equipment.  It also requires
the Manager to provide and supervise the activities of all administrative and
clerical personnel required to provide effective administration for the
Trust.  Those responsibilities include the compilation and maintenance of
records with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and registration
statements for continuous public sale of shares of the Trust.

      Expenses not expressly assumed by the Manager under the investment
advisory agreement are paid by the Trust.  The investment advisory agreement
lists examples of expenses paid by the Trust.  The major categories relate to
interest, taxes, fees to unaffiliated Trustees, legal and audit expenses,
custodian and transfer agent expenses, share issuance costs, certain printing
and registration costs and non-recurring expenses, including litigation
costs.  The management fees paid by the Trust to the Manager are calculated
at the rates described in the Prospectus. The management fees paid by the
Trust to the Manager during its last three fiscal years were:

---------------------------------------------------------------------------------
  Fiscal Year    Management Fee Paid to Centennial Asset Management Corporation
   ended 6/30
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      2003                                  $360,604
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      2004                                  $326,285
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

      2005                                  $289,837

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


      The Manager has undertaken that the total expenses of the Trust, in any
fiscal year of the Trust, exclusive of taxes, interest, brokerage commissions
(if any) and non-recurring expenses, including litigation, shall not exceed
0.80% of the average annual net assets of the Trust.  Additionally, effective
July 7, 2003, the Manager has voluntarily undertaken to waive receipt of its
management fees to the extent necessary so that the Trust may seek to
maintain a positive yield.  The payment of the management fee at the end of
any month will be reduced so that there will not be any accrued but unpaid
liability under those expense limitations.  Any assumption of the Trust's
expenses under either arrangement lowers the Trust's overall expense ratio
and increases its yield and total return during the time such expenses are
assumed.  The Manager reserves the right to terminate or amend this
undertaking at any time. For the fiscal years ended June 30, 2003, 2004 and
2005 the management fees payable by the Trust would have been $350,265,
$289,813 and $259,164 with the Manager's voluntary expense assumption.  Those
amounts reflect the effect of the expense assumptions of $10,339, $36,472 and
$30,673 for the fiscal years ended June 30, 2003, 2004 and 2005
respectively.


    The investment advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment
advisory agreement, the Manager is not liable for any loss resulting from a
good faith error or omission on its part with respect to any of its duties
under the agreement.


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


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


                                  Registered     Other Pooled
                                  Investment      Investment      Other
                                  Companies        Vehicles      Accounts

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

                                      2              None          None
      Accounts Managed

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

                                   $1,759.5           $0            $0
      Total Assets Managed*
      *In millions.

     As indicated above, the Portfolio Manager also manages 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 Manager may
need to allocate investment opportunities between the Trust and another fund
or account having similar objectives or strategies, or he may need to execute
transactions for another 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 Manager from favoring one client over another. It is
possible, of course, that those compliance procedures and the Code of Ethics
may not always be adequate to do so.  At different times, the Trust's
Portfolio Manager may manage other funds or accounts with investment
objectives and strategies that are similar to those of the Trust, or may
manage funds or accounts with investment objectives and strategies that are
different from those of the Trust.

     Compensation of the Portfolio Manager.  The Trust's Portfolio Manager
is employed and compensated by the Manager, not the Trust. Under the
Manager's compensation program for its portfolio managers and portfolio
analysts, their compensation is based primarily on the investment performance
results of the 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, 2005 the Portfolio Manager's compensation consisted of three
elements: a base salary, an annual discretionary bonus and eligibility to
participate in long-term awards of options and appreciation rights in regard
to the common stock of the Manager's holding company parent. Senior portfolio
managers may also be eligible to participate in the Manager's deferred
compensation plan.

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

             Ownership of the Trust's Shares.  As of June 30, 2005 the
      Portfolio Manager beneficially owned shares of the Trust as follows:


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

                                                Range of Shares
                                                  Beneficially
                  Portfolio Manager            Owned in the Trust

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

            John C. Bonnell

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


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

Portfolio Transactions.  Portfolio decisions are based upon recommendations
and judgment of the Manager subject to the overall authority of the Board of
Trustees.  Most purchases made by the Trust are principal transactions at net
prices, so the Trust incurs little or no brokerage costs. The Trust deals
directly with the selling or purchasing principal or market maker without
incurring charges for the services of a broker on its behalf unless the
Manager determines that a better price or execution may be obtained by using
the services of a broker.  Purchases of portfolio securities from
underwriters include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers include a spread between the bid and
asked prices.

      The Trust seeks to obtain prompt execution of orders at the most
favorable net price.  If broker/dealers are used for portfolio transactions,
transactions may be directed to broker/dealers for their execution and
research services.  The research services provided by a particular broker may
be useful only to one or more of the advisory accounts of the Manager and its
affiliates.  Investment research received for the commissions of those other
accounts may be useful both to the Trust and one or more of such other
accounts.  Investment research services may be supplied to the Manager by a
third party at the instance of a broker through which trades are placed.  It
may include information and analyses on particular companies and industries
as well as market or economic trends and portfolio strategy, receipt of
market quotations for portfolio evaluations, information systems, computer
hardware and similar products and services.  If a research service also
assists the Manager in a non-research capacity (such as bookkeeping or other
administrative functions), then only the percentage or component that
provides assistance to the Manager in the investment decision-making process
may be paid in commission dollars.

      The research services provided by brokers broaden the scope and
supplement the research activities of the Manager.  That research provides
additional views and comparisons for consideration, and helps the Manager
obtain market information for the valuation of securities held in the Trust's
portfolio or being considered for purchase.

      Subject to applicable rules covering the Manager's activities in this
area, sales of shares of the Trust and/or the other investment companies
managed by the Manager or distributed by the Distributor may also be
considered as a factor in the direction of transactions to dealers.  That
must be done in conformity with the price, execution and other considerations
and practices discussed above.  Those other investment companies may also
give similar consideration relating to the sale of the Trust's shares.  No
portfolio transactions will be handled by any securities dealer affiliated
with the Manager.

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

Service Plan

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

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

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

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

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

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

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

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

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


      For the fiscal year ended June 30, 2005 payments under the plan totaled
$113,731. The Distributor retained $0 and the remaining balance was paid out
by the Distributor to recipients, which included $48 paid to an affiliate of
the Distributor's parent company. For the fiscal year ended June 30, 2005,
the Manager paid, in the aggregate, $166,047 in fees out of its own resources
for distribution assistance.  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.


Performance of the Trust

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

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

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

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

|X|     Yields.  The Trust's current yield is calculated for a seven-day
period of time as follows. First, a base period return is calculated for the
seven-day period by determining the net change in the value of a hypothetical
pre-existing account having one share at the beginning of the seven-day
period.  The change includes dividends declared on the original share and
dividends declared on any shares purchased with dividends on that share, but
such dividends are adjusted to exclude any realized or unrealized capital
gains or losses affecting the dividends declared.  Next, the base period
return is multiplied by 365/7 to obtain the current yield to the nearest
hundredth of 1%.

      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.

      The Trust's "tax equivalent yield" adjusts the Trust's current yield,
as calculated above, by a stated federal tax rate.  The tax equivalent yield
is computed by dividing the tax-exempt portion of the Trust's current yield
by 1 minus a stated income tax rate and adding the result to the portion (if
any) of the Trust's current yield that is not tax-exempt.  The tax equivalent
yield may be compounded as described above to provide a compounded effective
tax equivalent yield.

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

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

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

ERV    l/n - 1 = Average Annual Total
---
               Return
  P


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

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


-------------------------------------------------------------------------------
                           Tax-Equivalent Yield
           Compounded   (40.01% Combined State and     Average Annual Total
  Yield     Effective     Federal Tax Brackets)              Returns

(7 days       Yield                                        (at 6/30/05)

ended        (7 days

 6/30/05)     ended
            6/30/05)

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

                          6/30/05)       (7 days

                                          ended

                                         6/30/05)

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

  1.79%       1.81%         2.98%         3.02%      1.08%    1.16%    1.95%

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


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

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

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

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

How to Buy Shares


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


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

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

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

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

How to Sell Shares

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

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

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

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

How to Exchange Shares

As stated in the Prospectus, direct shareholders can exchange shares of the
Trust for Class A shares of any of the following eligible funds:


Oppenheimer AMT-Free Municipals            Oppenheimer Main Street Fund
                                           Oppenheimer  Main  Street   Opportunity

Oppenheimer AMT-Free New York Municipals   Fund

Oppenheimer Balanced Fund                  Oppenheimer Main Street Small Cap Fund
Oppenheimer California Municipal Fund      Oppenheimer MidCap Fund
Oppenheimer Capital Appreciation Fund      Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Income Fund            Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Champion Income Fund           Oppenheimer Portfolio Series

                                           Oppenheimer  Principal  Protected  Main

Oppenheimer Convertible Securities Fund    Street Fund
                                           Oppenheimer  Principal  Protected  Main
Oppenheimer Core Bond Fund                 Street Fund II
                                           Oppenheimer  Principal  Protected  Main
Oppenheimer Developing Markets Fund        Street Fund III
Oppenheimer Disciplined Allocation Fund    Oppenheimer Quest Balanced Fund
                                           Oppenheimer  Quest  Capital Value Fund,
Oppenheimer Discovery Fund                 Inc.
                                           Oppenheimer Quest  International  Value
Oppenheimer Dividend Growth Fund           Fund, Inc.
                                           Oppenheimer   Quest  Opportunity  Value

Oppenheimer Emerging Growth Fund           Fund

Oppenheimer Emerging Technologies Fund     Oppenheimer Quest Value Fund, Inc.
Oppenheimer Enterprise Fund                Oppenheimer Real Asset Fund
Oppenheimer Equity Fund, Inc.              Oppenheimer Real Estate Fund
                                           Oppenheimer      Rochester     National
Oppenheimer Global Fund                    Municipals
Oppenheimer Global Opportunities Fund      Oppenheimer Select Value Fund
Oppenheimer Gold & Special Minerals Fund   Oppenheimer Small Cap Value Fund
Oppenheimer Growth Fund                    Oppenheimer Strategic Income Fund
Oppenheimer High Yield Fund                Oppenheimer Total Return Bond Fund
Oppenheimer International Bond Fund        Oppenheimer U.S. Government Trust
Oppenheimer International Growth Fund      Oppenheimer Value Fund
Oppenheimer  International  Small  Company
Fund                                       Limited-Term New York Municipal Fund
Oppenheimer  International  Large Cap Core
Fund                                       Rochester Fund Municipals
Oppenheimer International Value Fund
Oppenheimer    Limited   Term   California
Municipal Fund
Oppenheimer Limited Term Government Fund
Oppenheimer Limited Term Municipal Fund


And the following money market funds:

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


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

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

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

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

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

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

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

Dividends and Taxes

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

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

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

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

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

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

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

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

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

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

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

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

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

      In any year in which the Trust qualifies as a regulated investment
company under the Internal Revenue Code, the Trust will also be exempt from
New York corporate income and franchise taxes. It will also be qualified
under New York law to pay exempt-interest dividends that will be exempt from
New York State and New York City personal income taxes. That exemption
applies to the extent that the Trust's distributions are attributable to
interest on New York municipal securities. Distributions from the Trust
attributable to income from sources other than New York municipal securities
and U.S. government obligations will generally be subject to New York State
and New York City personal income taxes as ordinary income.

      Distributions by the Trust from investment income and long- and
short-term capital gains will generally not be excludable from taxable net
investment income in determining New York corporate franchise tax and New
York City general corporation tax for corporate shareholders of the Trust.
Additionally, certain distributions paid to corporate shareholders of the
Trust may be includable in income subject to the New York alternative minimum
tax.

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

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

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


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


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


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


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

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







Additional Information About the Trust

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

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

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


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







                                    A-4
                                  Appendix A

                      Description of Securities Ratings

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

SHORT TERM DEBT RATINGS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Fitch, Inc. ("Fitch")
---------------------

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

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

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

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

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

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

LONG TERM DEBT RATINGS.

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


Moody's
-------

Bonds (including municipal bonds) are rated as follows:

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

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

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



Standard and Poor's
-------------------

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

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

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


Fitch
-----

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

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

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









                                   B-B-2


                                  Appendix B

                   MUNICIPAL BOND INDUSTRY CLASSIFICATIONS


Adult Living Facilities
Airlines
Automobiles
Chemicals
Corporate Backed
Education
Electric Utilities
Food Products
Gas Utilities
General Obligation
Higher Education
Highways/Railways
Hospital/Healthcare
Hotels, Restaurants & Leisure
Manufacturing, Durable Goods
Manufacturing, Non Durable Goods
Marine/Aviation Facilities
Metals & Mining
Multi-Family Housing
Municipal Leases
Non Profit Organization
Oil & Gas
Paper, Containers & Packaging
Parking Fee Revenue
Pollution Control
Real Estate
Resource Recovery


Sales Tax Revenue
Sewer Utilities
Single Family Housing
Special Assessment
Special Tax
Sports Facility Revenue
Student Loans


Telephone Utilities
Tobacco

U.S. Government - Full Faith & Credit
U.S. Government Agencies-GSEs
Water Utilities















------------------------------------------------------------------------------
Centennial New York Tax Exempt Trust
------------------------------------------------------------------------------

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

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

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

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


Independent Registered Public Accounting Firm

Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

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

Counsel to the Independent Trustees

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


PX0780.001.1005


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

                     CENTENNIAL NEW YORK TAX EXEMPT TRUST

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION



Item 23.  Exhibits
------------------


(a)   (i)  Amended  Declaration  of Trust dated  February 1, 1990:  Previously
filed  with  Post-Effective  Amendment  No.  3  (1/30/90),  and  refiled  with
Registrant's  Post-Effective  Amendment No. 9 (11/1/94),  pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.

      (ii)  Amendment  to the  Declaration  of Trust dated  February 23, 2001:
Previously   filed  with   Registrant's   Post  Effective   Amendment  No.  19
(10/25/01), and incorporated herein by reference.

      (iii)  Amendment No 2 to the Amended  Declaration  of Trust dated August
27, 2002:  Previously filed with Registrant's Post Effective  Amendment No. 20
(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. 19  (10/25/01),  and
incorporated herein by reference.

(c)   Specimen Share Certificate:   Previously  filed with  Registrant's  Post
Effective Amendment No. 19 (10/25/01), and incorporated herein by reference.

(d)   Investment  Advisory Agreement dated October 22, 1990:  Previously filed
with  Registrant's  Post-Effective  Amendment No. 5  (10/29/90),  refiled with
Registrant's  Post-Effective  Amendment No. 9 (11/1/94),  pursuant to Item 102
of Regulation S-T and incorporated herein by reference.

(e)   (i)   General   Distributor's   Agreement  Centennial  Asset  Management
      Corporation  dated October 13, 1992:  Previously filed with Registrant's
      Post-Effective  Amendment No. 8 (10/28/93),  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.  8
      (10/28/93), and incorporated herein by reference.

      (iii) Form  of  Dealer   Agreement  of   Centennial   Asset   Management
      Corporation  (formerly  Centennial  Capital   Corporation):   Previously
      filed  with  Post-Effective  Amendment  No. 6 of  Centennial  Government
      Trust  (Reg.  No.  2-75912),  (10/26/84),  and  incorporated  herein  by
      reference.

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


(g)   Global Custodial  Services  Agreement dated July 15, 2003, as amended on
June 9, 2005 between Registrant and Citibank,  N.A., Previously filed with the
Initial Registration Statement of Oppenheimer  International  Diversified Fund
(Reg. No. 333-125805) on 6/14/05, and incorporated herein by reference.


(h)   Not applicable.

(i)   Opinion and Consent of Counsel  dated  September  22,  1987:  Previously
filed with  Registrant's  Pre-Effective  Amendment No. 1  (11/28/88),  refiled
with Registrant's  Post-Effective Amendment No. 9 (11/1/94),  pursuant to Item
102 of Regulation S-T and incorporated herein by reference.


(j)   Independent  Registered Public Accounting Firm's Consent: To be filed by
Amendment.


(k)   Not applicable.

(l)   Investment letter from Oppenheimer  Management Corporation to Registrant
dated  December  5, 1988:  Previously  filed with  Registrant's  Pre-Effective
Amendment  No. 1  (11/28/88),  and refiled  with  Registrant's  Post-Effective
Amendment  No.  9,  (11/1/94)  pursuant  to  Item  102 of  Regulation  S-T and
incorporated herein by reference.

(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. 8,  (10/28/93),  and
incorporated herein by reference.

(n)   Not applicable.


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

      (ii) Power of Attorney for Richard F. Grabish: Previously filed with
      Post-Effective Amendment No. 20 to the Registration Statement of
      Centennial California Tax Exempt Trust, 8/15/05, and incorporated
      herein by reference.

(p)   Amended  and  Restated  Code of Ethics of the  Oppenheimer  Funds  dated
February  1, 2005  under  Rule 17j-1 of the  Investment  Company  Act of 1940:
Previously  filed  with the  Initial  Registration  Statement  of  Oppenheimer
Dividend Growth Fund (Reg. No. 333-122902),  2/18/05,  and incorporated herein
by reference.

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


None.


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

Reference is made to the provisions of Article Seven of Registrant's Amended
and Restated Declaration of Trust filed as Exhibit 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 25(b) below.

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

---------------------------------------------------------------------------------
Name and Current Position
with Centennial Asset
Management Corporation       Other Business and Connections During the Past Two
                             Years
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert Agan,                 Vice President of OppenheimerFunds Distributor,
Vice President               Inc., Shareholder Financial Services, Inc., OFI
                             Private Investments, Inc. and OppenheimerFunds,
                             Inc.; Senior Vice President of Shareholders
                             Services, Inc.

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

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

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

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

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

John C. Bonnell,             Vice President of OppenheimerFunds, Inc. Formerly
Vice President               a Portfolio Manager at Strong Financial
                             Corporation (May 1999-May 2004).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell               Vice President of OppenheimerFunds, Inc. and
Vice President               Shareholder Financial Services, Inc.: Senior Vice
                             President of Shareholder Services Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

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

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

Susan Mattisinko,            Assistant Secretary of HarbourView Asset
Assistant Secretary          Management Corporation, OppenheimerFunds Legacy
                             Program, OFI Private Investments, Inc., OFI
                             Institutional Asset Management, Inc. and
                             Oppenheimer Real Asset Management, Inc. Formerly
                             an Associate at Sidley Austin Brown and Wood LLP
                             (1995 - October 2003).

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

John V. Murphy,              Chairman, Chief Executive Officer, Director and
Director                     President of OppenheimerFunds, Inc.; President and
                             a director of Oppenheimer Acquisition Corp. and
                             Oppenheimer Partnership Holdings, Inc. Director of
                             OppenheimerFunds Distributor, Inc.; Chairman
                             Director of Shareholder Services, Inc. and
                             Shareholder Financial Services, Inc.; President
                             and Director f OppenheimerFunds Legacy Program;
                             Director of OFI Institutional Asset Management,
                             Inc., Trinity Investment Management Corporation,
                             Tremont Capital Management, Inc., HarbourView
                             Asset Management Corporation, OFI Private
                             Investments, Inc.; President and Director of
                             Oppenheimer Real Asset Management, Inc.; Executive
                             Vice President of Massachusetts Mutual Life
                             Insurance Company; Director of DLB Acquisition
                             Corporation; a member of the Investment Company
                             Institute's Board of Governors.

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

James H. Ruff,               President and Director of OppenheimerFunds
President                    Distributor, Inc; Executive Vice President of OFI
                             Private Investments, Inc.; Vice President of
                             OppenheimerFunds, Inc.

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

Mark S. Vandehey,            Senior Vice President and Chief Compliance Officer
Vice President & Chief       of OppenheimerFunds, Inc.; Vice President of
Compliance Officer           OppenheimerFunds Distributor, Inc. and Shareholder
                             Services, Inc. Formerly Vice President of

                             OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Barry D. Weiss,              Vice President of OppenheimerFunds, Inc. and of
Vice President               HarbourView Asset Management Corporation.

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

Carol E. Wolf,               Senior Vice President of OppenheimerFunds, Inc.
Vice President               and of HarbourView Asset Management Corporation;
                             serves on the Board of the Colorado Ballet.

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

Robert G. Zack,              Executive Vice President and General Counsel of
General Counsel              OppenheimerFunds, Inc.; General Counsel and
                             Director of OppenheimerFunds Distributor, Inc.;
                             Senior Vice President and General Counsel of
                             HarbourView Asset Management Corporation and OFI
                             Institutional Asset Management, Inc.; Senior Vice
                             President, General Counsel and Director of
                             Shareholder Financial Services, Inc., Shareholder
                             Services, Inc., OFI Private Investments, Inc. and
                             OFI Trust Company; Vice President and Director of
                             Oppenheimer Partnership Holdings, Inc.; Director
                             and Assistant Secretary of OppenheimerFunds plc;
                             Secretary and General Counsel of Oppenheimer
                             Acquisition Corp.; Director and Assistant
                             Secretary of OppenheimerFunds International Ltd.;
                             Director of Oppenheimer Real Asset Management,
                             Inc. and OppenheimerFunds (Asia) Limited); Vice
                             President of OppenheimerFunds Legacy Program.

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



The Oppenheimer Funds include the following:

Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust

Limited Term New York Municipal Fund (Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Fund, Inc.

Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund

Oppenheimer International Large-Cap Core Fund (a series of Oppenheimer
International Large-
    Cap Core Trust)

Oppenheimer International Small Company Fund

Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal
Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust (3 series):

     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals

Oppenheimer Portfolio Series (4 series)
     Active Allocation Fund
     Aggressive Investor Fund
     Conservative Investor Fund
     Moderate Investor Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer
Principal
     Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer
     Principal Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer
     Principal Protected Trust III)

Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small Cap Value Fund

Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):

     Oppenheimer Disciplined Allocation Fund
     Oppenheimer Value Fund

Oppenheimer Strategic Income Fund
Oppenheimer Total Return Bond Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Aggressive Growth Fund/VA
     Oppenheimer Balanced Fund/VA
     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Core Bond Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA

Panorama Series Fund, Inc. (4 series):
     Growth Portfolio
     Government Securities Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
   Rochester Fund Municipals

The address of the  Oppenheimer  funds  listed  above,  Shareholder  Financial
Services,  Inc.,  Shareholder  Services,  Inc.,   OppenheimerFunds   Services,
Centennial   Asset   Management   Corporation,   Centennial   Capital   Corp.,
Oppenheimer Real Asset Management,  Inc. and  OppenheimerFunds  Legacy Program
is 6803 South Tucson Way, Centennial, Colorado 80112-3924.

The address of OppenheimerFunds,  Inc.,  OppenheimerFunds  Distributor,  Inc.,
HarbourView Asset Management  Corporation,  Oppenheimer  Partnership Holdings,
Inc.,  Oppenheimer  Acquisition  Corp.,  OFI Private  Investments,  Inc.,  OFI
Institutional  Asset  Management,  Inc. and  Oppenheimer  Trust  Company is225
Liberty Street-11th Floor, New York, New York 10281-1008.

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

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

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


Item 27.  Principal Underwriter
-------   ---------------------


(a)   Centennial Asset Management Corporation is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which Centennial Asset
Management Corporation is the investment adviser, as described in Part A and
B of this Registration Statement and listed in Item 25(b) above.

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

---------------------------------------------------------------------------------
Name & Principal                                          Position(s) and
Business Address     Position(s) & Office(s) with         Office(s)
                     Underwriter                          with Registrant
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert Agan((2))     Vice President                       None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante(1) Secretary                            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop(2)  Treasurer                            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

John C. Bonnell(1)   Vice President                       None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell(2)    Vice President                       None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives(2)  Assistant Secretary                  Assistance Secretary
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Susan Mattisinko     Assistant Secretary                  None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy(1)    Director                             President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff(1)     President & Director                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

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

                                                          Officer
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Barry D. Weiss(2)    Vice President                       None

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

Carol E. Wolf(2)     Vice President                       None

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


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


(c)   Not applicable.


Item 28. Location of Accounts and Records
-----------------------------------------


The  accounts,  books  and  other  documents  required  to  be  maintained  by
Registrant  pursuant to Section  31(a) of the  Investment  Company Act of 1940
and rules  promulgated  thereunder are in the possession of  OppenheimerFunds,
Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.


Item 29. Management Services
----------------------------


Not applicable


Item 30. Undertakings
---------------------


Not applicable.








                                  SIGNATURES


Pursuant  to  the  requirements  of the  Securities  Act of  1933  and/or  the
Investment   Company  Act  of  1940,  the  Registrant  has  duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized,  in the City of New York and State of New York on
the 15th day of August, 2005.


                                          CENTENNIAL NEW YORK TAX EXEMPT TRUST


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

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

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


/s/ William L. Armstrong *    Chairman &                    August 15, 2005
----------------------------------                          Trustee
William L. Armstrong


/s/ John V. Murphy*           President & Principal

----------------------------------                          Executive Officer
August 15, 2005
John V. Murphy


/s/ Brian W. Wixted*          Treasurer & Principal         August 15, 2005
----------------------------------                          Financial and
Brian W. Wixted               Accounting Officer


/s/ Robert G. Avis*           Trustee                       August 15, 2005

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


/s/ George Bowen*             Trustee                       August 15, 2005

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


s/ Edward L. Cameron *        Trustee                       August 15, 2005

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



/s/ Jon S. Fossel*            Trustee                       August 15, 2005

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


/s/ Sam Freedman*             Trustee                       August 15, 2005

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


/s/Richard F. Grabish*        Trustee                       August 15, 2005

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


/s/ Beverly L. Hamilton*      Trustee                       August 15, 2005

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


/s/ Robert J. Malone*         Trustee                       August 15, 2005

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


/s/ F. William Marshall, Jr.  Trustee                       August 15, 2005

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



*By: /s/ Mitchell J. Lindauer

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

Mitchell J. Lindauer, Attorney-in-Fact






                     CENTENNIAL NEW YORK TAX EXEMPT TRUST

                     Registration Statement No. 33-23494


                                EXHIBIT INDEX


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