485BPOS

                                               Registration No. 33-30471
                                                       File No. 811-5871

                   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. 24                                            [X]


                                 and/or

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


Amendment No. 27                                                           [X]


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

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

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

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

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


[   ] Immediately upon filing pursuant to paragraph (b)
[X]   On October 24, 2008 pursuant to paragraph (b)
[   ] 60 days after filing pursuant to paragraph (a)(1)
[   ] On _______________ pursuant to paragraph (a)(1)
[   ] 75 days after filing pursuant to paragraph (a)(2)
[   ] On _______________ pursuant to paragraph (a)(2) of Rule 485


If appropriate, check the following box:

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

                    Centennial California Tax Exempt Trust
                   Supplement dated October 24, 2008 to the
                      Prospectus dated October 24, 2008

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

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

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

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

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

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


October 24, 2008                                      PS0180.015

Centennial California Tax Exempt Trust

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Prospectus dated October 24, 2008


                                         Centennial California Tax Exempt Trust
                                         is a money market mutual fund. It
                                         seeks the maximum current income
                                         exempt from federal and California
                                         personal 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
                                         contains important information about
As with all mutual funds, the            how to buy and sell shares of the
Securities and Exchange Commission has   Trust and other account features.
not approved or disapproved the Trust's  Please read this prospectus carefully
securities nor has it determined that    before you invest and keep it for
this prospectus is accurate or           future reference about your account.
complete.  It is a criminal offense to
represent otherwise.
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CONTENTS

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

                  The Trust's Investment Objective and Strategies

                  Main Risks of Investing in the Trust

                  The Trust's Past Performance

                  Fees and Expenses of the Trust

                  About the Trust's Investments

                  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











29


                                         3
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
interest income exempt from federal and California personal 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 securities 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 and California personal
income taxes for individuals in the opinion of bond counsel to the respective
issuer.  Such investments may include obligations of the State of California 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 federal
and California 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. The balance of the Trust's assets
can be invested in investments the income from which may be taxable. The Trust will
not invest more than 20% of its net assets in municipal securities the income on
which may be a tax preference item that would increase an individual investor's
alternative minimum tax.

WHO IS THE TRUST DESIGNED FOR? The Trust is designed for investors who are seeking
income exempt from federal and California 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 or changes in federal or state tax rates, and
that poor security selection could cause the Trust to underperform other funds with
similar objectives.

Risks of Focusing on Investments in California Municipal Securities.  The Trust
      generally invests a significant portion of its assets in California municipal
      securities. Because the Trust invests primarily in California municipal
      securities, the value of its portfolio investments will be highly sensitive
      to events affecting the fiscal stability of the State of California and its
      municipalities, authorities and other instrumentalities that issue
      securities.  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).
      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 California. These risks
      are disclosed in more detail in the Trust's Statement of Additional
      Information.  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.

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

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



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

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

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

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


For the period from 1/1/08 through 9/30/08 the cumulative total return (not
annualized) was 1.13%.
During the period shown in the bar chart, the highest return (not annualized) for a
calendar quarter was 0.79% (4th '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, 2007      1 Year     5 Years  10 Years

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

Centennial California Tax Exempt Trust       2.92%      1.63%    1.85%
(inception 6/12/90)

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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, 2008.


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

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

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 Management Fees(1)                           0.50%

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 Distribution and/or Service (12b-1) Fees     0.20%
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 Other Expenses                               0.08%

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 Total Annual Operating Expenses(2)           0.78%

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Expenses may vary in future years. "Other expenses" include transfer agent fees,
custodial expenses, and accounting and legal expenses the Trust pays.  The Transfer
Agent has voluntarily undertaken to the Trust to limit the transfer agent fees to
0.35% of average daily net assets per fiscal year.  That undertaking may be amended
or withdrawn at any time.  For the Trust's fiscal year ended June 30, 2008, the
transfer agent fees did not exceed the expense limitations.

1.    The Management fee is shown without giving effect to a voluntary expense
      assumption by the Manager.  That expense assumption had no impact on the
      Trust's "Management fees" or the "Total Annual Operating Expenses" during its
      last fiscal year. The voluntary expense assumption may be amended or
      withdrawn at any time. That waiver is described in "Advisory Fees" on page 12.
2.    As of September 12, 2008, A.G. Edwards, a division of Wachovia Securities,
      LLC ("Edwards"), a broker-dealer, held 223,678,986 shares of the Trust,
      representing approximately 98.6% of the issued and outstanding shares of the
      Trust on that date, for the benefit of its clients' accounts. The shares held
      by Edwards for the benefit of its clients' accounts represent most of the
      shares of the Trust.  Edwards has advised the Manager that, as a result of
      its consolidation with Wachovia Securities, LLC, Edwards intends to redeem
      the shares of the Trust held for the benefit of its clients' accounts on or
      about February 13, 2009.  As a result of the planned redemptions in 2009, the
      Trust's net assets are expected to decline substantially. It is possible
      that, as a result of those redemptions, the Trust's Total Annual Operating
      Expenses, measured as a percent of average daily net assets, may increase in
      the current and future fiscal periods over the rate of 0.78% incurred in the
      Trust's fiscal year ended June 30, 2008, although the occurrence or amount of
      such possible increase cannot be predicted with certainty at this time.
      Therefore, in connection with the anticipated redemption by Edwards of those
      shares in 2009, the Board of Trustees of the Trust is expected to consider
      whether to take action to liquidate the Trust or combine its remaining assets
      into another fund (subject in either case to the approval of shareholders of
      the Trust).



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

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  1 year             3 years           5 years            10 years
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  $80                $250              $435               $970

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


About the Trust's Investments

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

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

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

   o  Municipal Securities.  The Trust buys municipal bonds and notes, tax-exempt
      commercial paper, certificates of participation in municipal leases and other
      debt obligations.  These are debt obligations issued by or on behalf of the
      State of California, 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 and California individual income tax in the opinion of
      bond counsel to the issuer.  All of these types of debt obligations are
      referred to as "municipal securities" in this prospectus.

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

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


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


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

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

      The procedures also limit the amount of the Trust's assets that can be
invested in the securities of any one issuer (other than the U.S. government, its
agencies and instrumentalities), to spread the Trust's investment risks.  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.

Floating Rate/Variable Rate Notes.  The Trust can purchase investments with
      floating or variable interest rates.  Variable rates are adjustable at stated
      periodic intervals.  Floating rates are automatically adjusted in relation to
      a specified market rate or benchmark for such 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.


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

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

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

      If the government stops making payments or transfers its payment obligations
      to a private entity, the obligation could lose value or become taxable.
      Although the obligation may be secured by the leased equipment of facilities,
      the disposition of the property in the event of non-appropriation or
      foreclosure might prove difficult, time consuming and costly, and may result
      in a delay in recovering or the failure to recover the original investment.
      Some of these obligations might not have an active trading market and would
      be subject to the Trust's limits on "illiquid" securities described below.
      From time to time the Trust can invest more than 5% of its net assets in
      municipal lease obligations that the Manager has determined to be liquid
      under guidelines set by the Trust's Board of Trustees.

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,
      political 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 California
income taxes.


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


PORTFOLIO HOLDINGS.  The Trust's portfolio holdings are included in semi-annual and
annual reports that are distributed to shareholders of the Trust within 60 days
after the close of the period for which such report is being made. The Trust also
discloses of its portfolio holdings in its Statements of Investments on Form N-Q,
which are filed with the Securities and Exchange Commission no later than 60 days
after the close of its first and third fiscal quarters. These required filings are
publicly available at the Securities and Exchange Commission. Therefore, portfolio
holdings of the Trust are made publicly available no later than 60 days after the
close of 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 $195 billion in assets
as of September 30, 2008, including other Oppenheimer and Centennial funds with
more than 6 million shareholder accounts.  The Manager is located at 6803 South
Tucson Way, Centennial, Colorado 80112.

Advisory Fees. Under 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 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 fees for the
      fiscal year ended June 30, 2008 was 0.50% of the Trust's average annual net
      assets both before and after the expense assumption noted above.

      A discussion of the matters considered by the Trust's Independent Trustees,
in approving the Trust's investment advisory agreement, is included in the Trust's
semi-annual report to shareholders for the period ended December 31, 2007.

Portfolio Manager.  The Trust's portfolio is managed by Carol E. Wolf who is
      primarily responsible for the day-to-day management of the Trust's
      investments.

      Ms. Wolf has been a portfolio manager of the Trust since June 2008. She has
      been a Vice President of the Manager since August 2004 and a Senior Vice
      President of OppenheimerFunds, Inc. since September 2000. Ms. Wolf is an
      officer and a portfolio manager of other funds for which the Manager or an
      affiliate serves as investment adviser.

      The Statement of Additional Information provides additional information about
      the portfolio manager's compensation, other accounts she manages and her
      ownership of Trust shares.


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

How to Buy Shares

AT WHAT PRICE ARE SHARES SOLD?  Shares of 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. Your financial adviser can provide you with
more information regarding the time you must submit your purchase order and whether
the adviser is an authorized agent for the receipt of purchase orders.

How is 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 are to "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 selling agreement with the Distributor
      or Sub-Distributor.  Your broker/dealer will place your order with the
      Distributor on your behalf. A broker/dealer may charge for that service.


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

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

AUTOMATIC PURCHASE AND REDEMPTION PROGRAM.  If you buy shares of a Trust through
your broker/dealer's Automatic Purchase and Redemption Program, your broker/dealer
will buy your shares for your Program Account and will hold your shares in your
broker/dealer's name.  These purchases will be made under the procedures described
in "Guaranteed Payment Procedures" below.  Your Automatic Purchase and Redemption
Program Account may have minimum investment requirements established by your
broker/dealer.  You should direct all questions about your Automatic Purchase and
Redemption Program to your broker/dealer, because the 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.
      Your check must be payable in U.S. dollars and drawn on a U.S. bank.
      Distributions will begin to accrue on the next regular business day after the
      Sub-Distributor accepts your purchase order.  The minimum initial investment
      for direct shareholders by check is $500.

Payment by Federal Funds Wire.  Direct shareholders may pay for purchases of shares
      of 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 periodically
      depending on asset size, at an annual rate of up to 0.20% of the average
      annual net assets of the Trust.  The Distributor currently uses all of those
      fees (together with significant amounts from the Manager's own resources) to
      pay dealers, brokers, banks and other financial institutions periodically for
      providing personal services and maintenance of accounts of their customers
      that hold shares of the Trust.

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

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

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

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

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

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

How to Sell Shares

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

HOW CAN PROGRAM PARTICIPANTS SELL SHARES?  If you participate in an Automatic
Purchase and Redemption Program sponsored by your broker/dealer, you must redeem
shares held in your Program Account by contacting your broker/dealer firm, or you
can redeem shares by writing checks as described below.  You should not contact the
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 more than $100,000 and receive a check.
   o  The redemption check is not payable to all shareholders listed on the account
      statement.
   o  The redemption check is not sent to the address of record on your account
      statement.
   o  Shares are being transferred to an account with a different owner or name.
   o  Shares are being redeemed by someone (such as an Executor) other than the
      owners.

Where Can Direct Shareholders Have Their Signatures Guaranteed?  The Transfer Agent
      will accept a guarantee of your signature by a number of financial
      institutions, including:
o     a U.S. bank, trust company, credit union or savings association,
o     a foreign bank that has a U.S. correspondent bank,
o     a U.S. registered dealer or broker in securities, municipal securities or
   government securities, or
o     a U.S. national securities exchange, a registered securities association or a
   clearing agency.
      If you are signing on behalf of a corporation, partnership or other business
or as a fiduciary, you must also include your title in the signature.

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

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

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

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

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.  This service is 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/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 selected fund must offer the exchange privilege.
   o  You must meet the minimum purchase requirements for the selected fund.
   o  Generally, exchanges may be made only between identically registered
      accounts, unless all account owners send written exchange instructions with a
      signature guarantee.
   o  Before exchanging into a fund, you must obtain its prospectus and should read
      it carefully.

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

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

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

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

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

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

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

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

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

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

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

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

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

o     Redemptions of Shares.  These exchange policy limits do not apply to
      redemptions of shares. Shareholders are permitted to redeem their shares on
      any regular business day, subject to the terms of this prospectus. Further
      details are provided under "How to Sell Shares."

o     Right to Refuse Exchange and Purchase Orders.  The Distributor and/or the
      Transfer Agent may refuse any purchase or exchange order in their discretion
      and are not obligated to provide notice before rejecting an order. The 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, with or
      without such warning.

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.

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 detect
excessive short term trading activity facilitated by, or in accounts maintained
in, the "omnibus" or "street name" accounts of a financial intermediary.
Therefore the Transfer Agent might not be able to apply this policy to accounts
such as (a) accounts held in omnibus form in the name of a broker/dealer or
other financial institution, or (b) omnibus accounts held in the name of a
retirement plan or 529 plan trustee or administrator, or (c) accounts held in
the name of an insurance company for its separate account(s), or (d) other
accounts having multiple underlying owners but registered in a manner such that
the underlying beneficial owners are not identified to the Transfer Agent.

However, the Transfer Agent will attempt to monitor overall purchase and
redemption activity in those accounts to seek to identify patterns that may
suggest excessive trading by the underlying owners.  If evidence of possible
excessive trading activity is observed by the Transfer Agent, the financial
intermediary that is the registered owner will be asked to review account
activity, and to confirm to the Transfer Agent and the Trust that appropriate
action has been taken to curtail any excessive trading activity. However, the
Transfer Agent's ability to monitor and deter excessive short-term trading in
omnibus or street name accounts ultimately depends on the capability and
cooperation of the financial intermediaries controlling those accounts.


Additional Policies and Procedures. The 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 any money market fund
      that offers an exchange privilege at any time, even if the shareholder has
      exchanged shares into the stock or bond fund during the prior 30 days.
      However, all of the shares held in that money market fund would then be
      blocked from further exchanges into another fund for 30 calendar days.

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

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

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

Shareholder Account Rules and Policies

More information about the 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. The Trust will
      provide you notice whenever it is required to do so by applicable law.  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 Transfer Agent will record any telephone calls to verify data concerning
      transactions and has adopted other procedures to confirm that telephone
      instructions are genuine, by requiring callers to provide tax identification
      numbers and other account data or by using PINs, and by confirming such
      transactions in writing.  The Transfer Agent and the Trust will not be liable
      for losses or expenses arising out of telephone instructions reasonably
      believed to be genuine.

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

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

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

Involuntary redemptions of small accounts may be made by the 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.

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 annually.  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, 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, provided that the selected fund is available for
      exchange.

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

TAXES. 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 on California municipal securities
will be exempt from California individual income taxes, if at the close of each
quarter at least 50% of the value of the Trust's assets are invested in debt
obligations that pay interest exempt from California individual income taxes.
Dividends paid from income from municipal securities of issuers outside California
will normally be subject to California individual 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
Internal Revenue Service a statement showing the amount of any taxable distribution
you received in the previous year as well as the amount of your tax-exempt income.

      The Trust 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 Trust, 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.


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


Remember, There May be Taxes on Transactions.  Because 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.

FINANCIAL HIGHLIGHTS

YEAR ENDED JUNE 30,                                      2008            2007         2006         2005         2004
- -------------------                                    --------        --------     --------     --------     --------
PER SHARE OPERATING DATA
Net asset value, beginning of period                   $   1.00        $   1.00     $   1.00     $   1.00     $   1.00
Income from investment operations--net
   investment income and net realized gain                  .02(1)          .03(1)       .02(1)       .01(1)        --(2)
                                                       --------        --------     --------     --------     --------
Dividends and/or distributions to shareholders:
Dividends from net investment income                       (.02)           (.03)        (.02)        (.01)          --(2)
Distributions from net realized gain                         --(2)           --(2)        --           --           --
                                                       --------        --------     --------     --------     --------
Total dividends and/or distributions to shareholders       (.02)           (.03)        (.02)        (.01)          --(2)
                                                       --------        --------     --------     --------     --------
Net asset value, end of period                         $   1.00        $   1.00     $   1.00     $   1.00     $   1.00
                                                       ========        ========     ========     ========     ========
TOTAL RETURN(3)                                            2.22%           2.91%        2.27%        1.13%        0.21%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands)               $243,294        $179,385     $182,065     $165,862     $139,892
Average net assets (in thousands)                      $211,565        $190,423     $184,956     $148,312     $149,559
Ratios to average net assets:(4)
Net investment income                                      2.10%           2.84%        2.25%        1.11%        0.21%
Total expenses                                             0.78%(5,6)      0.77%(5)     0.76%(6)     0.77%(5)     0.78%(5,6)

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

(2.) Less than $0.005 per share.

(3.) Assumes an investment on the business day before the first day of the
     fiscal period, with all dividends and distributions reinvested in
     additional shares on the reinvestment date, and redemption at the net asset
     value calculated on the last business day of the fiscal period. Total
     returns are not annualized for periods less than one full year. Returns do
     not reflect the deduction of taxes that a shareholder would pay on trust
     distributions or the redemption of trust shares.

(4.) Annualized for periods less than one full year.

(5.) Reduction to custodian expenses less than 0.005%.

(6.) Reimbursement of expenses less than 0.005%.

INFORMATION AND SERVICES
For More Information on Centennial California 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 Securities and Exchange Commission's Public Reference
Room in Washington, D.C. Information on the operation of the Public Reference Room
may be obtained by calling the Securities and Exchange Commission at
1.202.551.8090. Reports and other information about the Trust are available on the
EDGAR database on the Securities and Exchange Commission's Internet website at
www.sec.gov. Copies may be obtained after payment of a duplicating fee by
electronic request at the Securities and Exchange Commission's e-mail address:
publicinfo@sec.gov or by writing to the Securities and Exchange Commission's Public
Reference Section, Washington, D.C. 20549-0102.

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

                                             The Trust's shares are distributed by:
The Trust's SEC File No.: 811-5871           Centennial Asset Management Corporation

PR0180.001.1008
Printed on recycled paper







                           APPENDIX TO THE PROSPECTUS OF
                       CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

      Graphic material included in prospectus of Centennial California 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
- --------------------------------------------------------------------
- --------------------------------------------------------------------

- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/98                         2.57%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/99                         2.47%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/00                         2.94%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/01                         1.76%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/02                         0.61%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/03                         0.29%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/04                         0.48%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/05                         1.75%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/06                         2.74%
- --------------------------------------------------------------------
- --------------------------------------------------------------------

12/31/07                         2.92%

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

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

6803 South Tucson Way, Centennial, Colorado 80112
1.800.525.9310


Statement of Additional Information dated October 24, 2008.

      This Statement of Additional Information is not a prospectus.  This
document contains additional information about the Trust and supplements
information in the Prospectus dated October 24, 2008.  It should be read
together with the Prospectus, which may be obtained by writing to the Trust's
Transfer Agent, Shareholder Services, Inc., at P.O. Box 5143, Denver,
Colorado 80217, or by calling the Transfer Agent at the toll-free number
shown above.


Contents

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

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

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

Appendix A: Description of Securities Ratings..............................A-1








                                    41
                                      2
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  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.  The Trust has classified long-term municipal
securities having a maturity (when the security is issued) of more than one
year as "municipal bonds." The principal classifications of long-term
municipal bonds are "general obligation" and "revenue" bonds (including
"private activity" bonds). They may have fixed, variable or floating rates of
interest, as described below.


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

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

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

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

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

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


      Moreover, a private activity bond of certain types that would otherwise
be a qualified tax-exempt private activity bond will not, under Internal
Revenue Code Section 147(a), be a qualified bond for any period during which
it is held by a person who is a "substantial user" of the facilities financed
by the bond, or a "related person" of such a substantial user.  A
"substantial user" is a non-exempt person who regularly uses part of a
facility in a trade or business.

      Thus, certain municipal securities could lose their tax-exempt status
retroactively if the issuer or user fails to meet certain continuing
requirements, for the entire period during which the securities are
outstanding, as to the use and operation of the bond-financed facilities and
the use and expenditure of the proceeds of such securities.  The Trust makes
no independent investigation into the use of such facilities or the
expenditure of such proceeds.  If the Trust should hold a bond that loses its
tax-exempt status retroactively, there might be an adjustment to the
tax-exempt income previously distributed to shareholders.


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


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

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


      |X|   Municipal Notes.  Municipal securities having a maturity (when
the security is issued) of less than one year 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.

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

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

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

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

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

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.

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


|X|   Quality.  Eligible securities are securities that have received a
rating in one of the two highest short-term rating categories by a rating
organization.  Rating organizations are designated by the Securities and
Exchange Commission (the "SEC").  Eligible securities may be "first tier" or
"second tier" securities.  First tier securities are those that have received
a rating in the highest category for short term debt obligations by at least
two rating organizations.  If only one rating organization has rated the
security, it must be rated in the highest category for that rating
organization.  U.S. government securities and securities issued by a
registered money market mutual fund are also first tier securities. A second
tier security is any eligible security that is not a first tier security.


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

|X|   Maturity.  The Trust must maintain a dollar-weighted average portfolio
maturity of not more than 90 days, and the maturity of any single security
must not be in excess of the maximum permitted maturity under Rule 2a-7 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
diversifications requirements described above.  The Trust considers the
person which issues the demand feature as the person to which the Trust will
look for payment.  An unconditional demand feature is considered a guarantee
and the Trust looks to the person making the guarantee for payment of the
obligation of the underlying security.

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

      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

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

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

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

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

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

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

Loans of Portfolio Securities.  To attempt to increase its income, the Trust
may lend its portfolio securities to qualified borrowers (other than in
repurchase transactions).  There are risks in connection with securities
lending. The Trust might experience a delay in receiving additional
collateral to secure a loan, or a delay in recovery of the loaned securities.
The Trust presently does not intend to lend securities; but if it does, these
loans cannot exceed 25% of the value of the Trust's total assets.  Income
from securities loans does not constitute exempt-interest income for the
purpose of paying tax-exempt dividends.

      The Trust must receive collateral for a loan.  Under current applicable
regulatory requirements (which are subject to change), on each business day
the loan collateral must be at least equal to the value of the loaned
securities.  It must consist of cash, bank letters of credit, securities of
the U.S. government or its agencies or instrumentalities, 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.  The terms of the
letter of credit and the issuing bank both must be satisfactory to the
Trust.

      When it lends securities, the Trust receives amounts equal to the
dividends or interest on the loaned securities.  It also receives one or more
of (a) negotiated loan fees, (b) interest on securities used as collateral,
and (c) interest on short-term debt securities purchased with the loan
collateral. Either type of interest may be shared with the borrower.  The
Trust may pay reasonable finder's, administrative or other fees in connection
with these loans.  The terms of the Trust's loans must meet applicable tests
under the Internal Revenue Code and must permit the Trust to reacquire loaned
securities on five days' notice or in time to vote on any important matter.

Special Considerations Relating to California Municipal Obligations


      Because the Trust invests primarily in California tax-exempt
securities, the value of its portfolio investments will be highly sensitive
to events affecting the fiscal stability of the State of California
(sometimes referred to in this section as the "State") and its
municipalities, authorities and other instrumentalities that issue such
securities.  The following information is based on information available as
of the date of this Statement of Additional Information primarily from
official statements and prospectuses relating to securities offerings of the
State, the latest of which is dated July 1, 2008.


General Economic Conditions

      The economy of the State is the largest among the 50 states and one of
the largest in the world.  The diversified economy of the State has major
components in high technology, trade, entertainment, agriculture, tourism,
manufacturing, construction and services. Certain of the State's significant
industries, such as high technology, are sensitive to economic disruptions in
their export markets.


      Since early 2001, California's economy has faced severe financial
challenges, which may continue for several years.  The State experienced an
economic recession in 2001 and a sluggish recovery in 2002 and 2003.  In more
recent years, the State's revenues have been volatile because it has derived
a significant portion of its revenue from personal income and sales taxes,
which is particularly sensitive to economic conditions.  Although the economy
rebounded between 2004 and 2006, economic growth in the State slowed
considerably in 2007 and 2008 with significantly lower state tax revenues
than in earlier projections and much lower job growth than in the prior
several years.  The slowdown has been caused in large part by a dramatic
downturn in the housing industry in most of the State.  As of August 2008, it
appears the housing market has still not reached the bottom and its effects
have spread to other areas of the economy, particularly the financial
market.  Economic growth in the State is expected to remain slow in the
second half of 2008 and in 2009.

      California's geographic location subjects it to earthquake risks.  It
is impossible to predict the time, magnitude or location of a major
earthquake or its effect on the California economy. For example, in January
1994, a major earthquake struck the Los Angeles area, causing significant
damage in a four county area.  The possibility exists that another such
earthquake could create a major dislocation of the California economy and
significantly affect State and local governmental budgets.


State Budgets


      2007 Budget Act. The State's 2007 Budget Act (adopted in August 2007
for the fiscal year ending June 30, 2008) forecasted $102.3 billion in
General Fund revenues and transfers, $101.2 billion in expenditures, and
after application of the prior fiscal year's $4.1 billion General Fund
balance and projected 6% increase in revenues, a positive General Fund
balance of $4.1 billion. The 2007 Budget Act assumed that the State would not
issue Economic Recovery Bonds or raise taxes.

      The State's Legislative Analyst's Office (the "LAO"), in its
"California Fiscal Outlook" report issued on November 14, 2007 (the "LAO 2007
Report"), estimated General Fund revenues and transfers of $98.9 billion,
expenditures of $104.2 billion and a negative General Reserve balance of $1.1
billion for the 2007-08 fiscal year.

      The Governor's Budget for the 2008-09 fiscal year, released in January
2008, made adjustments to the 2007 Budget Act projections for the 2007-08
fiscal year, estimating $101.2 billion in General Fund revenues and
transfers, $103.3 billion in expenditures, and a deficit of $3.3 billion as
of June 30, 2008 absent of corrective actions. The May Revision to the
2008-09 Governor's Budget (the "2008 May Revision") projected roughly the
same amounts of revenues and transfers for the 2007-08 fiscal year as were
projected in the 2008-09 Governor's Budget, but estimated that expenditures
would exceed budget estimates by more than $200 million. In addition, the
2008 May Revision estimated a positive reserve of $1.7 billion as of June 30,
2008 assuming the adoption of various proposals by the Governor and the
one-time transfer of $1.5 billion from the Budget Stabilization Account.

      2008 Budget Act.  The Governor's Budget for the 2008-09 fiscal year,
released in January 2008, projected General Fund revenues and transfers for
the fiscal year ended June 30, 2009 of $102.9 billion, expenditures of $100.9
billion, and a year-end General Fund deficit of $14.5 billion for the 2008-09
fiscal year absent corrective actions.  The Governor's Budget proposed to
close the deficit by the sale of $3.3 billion in Emergency Recovery Bonds
(issued in February 2008), a 10% reduction in General Fund expenditures in
2008 and 2009, and suspension of both Proposition 98 guarantees (described
below and the prepayment of outstanding Emergency Recovery Bond for the
2008-09 fiscal year. With the implementation of the budget's proposed
corrective actions, the Governor's Budget projected a $2.8 billion available
reserve at the end of the 2008-09 fiscal year.

      In its January 14, 2008 "Overview of the 2008-09 Governor's Budget,"
the LAO concluded that the 2008-09 budget "is generally reasonable, though it
has some downside risk from recent cash trends and continues negative
economic reports. The budget's spending proposals also generally are built
upon solid assumptions about caseload and program requirements." The overview
suggested additional ongoing revenue solutions that the LAO believes would be
necessary to offset the new debt-service costs from the bond issuance and
projected multi-year revenue deterioration. Further, even if the Legislature
adopts all the corrective actions, the LAO projected that revenues and
transfers will be less than the 2008-09 Governor's Budget estimates by $300
million and that expenditures would be greater by $250 million, resulting in
an estimated fiscal-year-end reserve of $2.3 billion.

      The 2008 May Revision estimated $102.9 billion in revenues and
transfers for 2008-09, roughly equal to prediction in the Governor's Budget,
but projected expenditures of approximately $101.8 billion. The most
significant differences between the 2008 May Revision and the Governor's
Budget were lower GDP growth, weaker State job growth and smaller gains in
State personal income for this fiscal year. Applying the proposed corrective
measures in the Governor's Budget for 2008-09, the State projected a General
Fund balance of $2.0 billion at the end of the 2008-09 fiscal year.

      The State's 2008 Budget Act was enacted on September 25, 2008, 85 days
after the statutory deadline for approval of the annual budget. The 2008
Budget Act for the fiscal year ended June 30, 2009 forecasts $101.9 billion
in General Fund revenues and transfers, $103.4 billion in expenditures and,
after application of the prior year's $3.9 billion General Fund balance, a
positive General Fund balance of $1.7 billion.


      Constraints on the Budget Process.  Approved in March 2004 with the
State's Economic Recovery Bonds, Proposition 58 requires the State to enact a
balanced budget and establish a special reserve in the General Fund and
restricts future borrowing to cover budget deficits. As a result of the
provisions requiring the enactment of a balanced budget and restricting
borrowing, the State would, in some cases, have to take more immediate
actions to correct budgetary shortfalls. Beginning with the budget for fiscal
year 2004-05, Proposition 58 requires the Legislature to pass a balanced
budget and provides for mid-year adjustments in the event that the budget
falls out of balance. The balanced budget determination is made by
subtracting expenditures from all available resources, including prior-year
balances.


      If the Governor determines that the State is facing substantial revenue
shortfalls or spending deficiencies, the Governor is authorized to declare a
fiscal emergency. He or she would then be required to propose legislation to
address the emergency, and call the Legislature into special session to
consider that legislation.  If the Legislature fails to pass and send to the
Governor legislation to address the budget fiscal emergency within 45 days,
the Legislature would be prohibited from acting on any other bills or
adjourning in joint recess until such legislation is passed. On January 10,
2008, the Governor declared such a fiscal emergency and called a special
session of the Legislature to propose actions to avoid the negative
projections in the Governor's Budget for 2008-09. On February 15, 2008, the
Governor approved a special session budget bill that made $2 billion in
mid-year expenditure reductions. As of March 30, 2008, the total approved
solutions enacted during fiscal year 2007-08 amount to $4.8 billion,
including $3.2 billion additional revenues obtained from the February 14,
2008 sale of deficit financing bonds.

      Proposition 58 also requires that a special reserve (the Budget
Stabilization Account) be established in the State's General Fund. Beginning
with fiscal year 2006-07, a specified portion of estimated annual General
Fund revenues would be transferred by the Controller into the Budget
Stabilization Account no later than September 30 of each fiscal year. These
transfers would continue until the balance in the Budget Stabilization
Account reaches $8 billion or 5% of the estimated General Fund revenues for
that fiscal year, whichever is greater. The annual transfer requirement would
be in effect whenever the balance falls below the $8 billion or 5% target.
The annual transfers could be suspended or reduced for a fiscal year by an
executive order issued by the Governor no later than June 1 of the preceding
fiscal year. The Governor adopted such an executive order for the fiscal year
2008-09.

      Proposition 58 also prohibits certain future borrowing to cover fiscal
year end deficits. This restriction applies to general obligation bonds,
revenue bonds, and certain other forms of long-term borrowing. The
restriction does not apply to certain other types of borrowing, such as
short-term borrowing to cover cash shortfalls in the General Fund (including
revenue anticipation notes or revenue anticipation warrants currently used by
the State), or inter-fund borrowings.


      Future Budgets.  It cannot be predicted what actions will be taken in
the future by the State Legislature and the Governor to deal with changing
State revenues and expenditures. The State budget will be affected by
national and State economic conditions and other factors.

State Indebtedness


      General Obligation Bonds and Revenue Bonds. As of May 1, 2008, the
State had approximately $57.6 billion aggregate principal of its long-term
general obligation bonds and special revenue bonds outstanding.  Of this
amount, $45.6 billion was payable primarily from the State's  General Fund
and $11.9 billion was payable from other revenue sources. Long-term general
obligation bond authorizations in an aggregate amount of approximately $58.3
billion remained unissued as of that date.

      Ratings.  As of July 1, 2008, the State's general obligation bonds were
rated A1 by Moody's, A+ by Standard & Poor's, and A+ by Fitch Ratings.  It is
not possible to determine whether, or the extent to which, Moody's, Standard
& Poor's or Fitch Ratings will change such ratings in the future.

 Budget Stabilization Act

      With the release of the 2008 Budget Act in September 2008, the State
approved a constitutional amendment, the Budget Stabilization Act, to create
a third reserve fund (in addition to the Reserve for Liquidation of
Encumbrances and Special Fund for Economic Uncertainties) in which to deposit
excess General Fund revenues above a reasonable long-term average rate of
growth.  When funds in the new "Debt Retirement Fund" exceed 15% of General
Fund revenues in a given year, the excess will be available for one-time
spending on schools, a one-time tax rebate, an investment in one-time
infrastructure projects or the repayment of debt.  In years of below-average
growth, funds from the Debt Retirement Fund would be transferred back into
the General Fund in the amount of the shortfall.  The Governor's Budget for
2008-09 proposes to capitalize the new reserve in 2008-09 by securitizing
State lottery revenues.  The Budget Stabilization Act also would permit the
Governor to suspend or reduce certain expenditures mid-year in the event of a
projected State deficit.

Strategic Growth Plan

      In January 2006, the Governor proposed a Strategic Growth Plan for the
State, which would spend nearly $223 billion over 20 years on State
infrastructure programs such as transportation, education, flood control,
public safety and courts. In November 2006, the voters approved the first
installment of the Plan by approving $42.7 billion of new general obligation
bond authorizations.  In 2007, the Legislature authorized $14.3 billion in
lease-revenue bond authorities to improve healthcare delivery and address
overcrowding in correctional facilities.  To continue implementation of the
Plan through 2016, a total of $48.1 billion new general obligation bond
measures, including a $9.95 billion bond measure to partially finance a high
speed rail system connecting Northern and Southern California, are scheduled
for voter approval in the November 2008 and 2010 general elections.


Local Government

      The primary units of local government in California are counties,
ranging in population from 1,200 (Alpine) to approximately 10 million (Los
Angeles). Counties are responsible for the provision of many basic services,
including indigent healthcare, welfare, jails and public safety in
unincorporated areas. There are also 478 incorporated cities and thousands of
other special districts formed for education, utility and other services. The
fiscal condition of local governments has been constrained since the
enactment of "Proposition 13" in 1978 and later constitutional amendments,
which reduced and limited the future growth of property taxes and limited the
ability of local governments to impose "special taxes" (those devoted to a
specific purpose) without two-thirds voter approval. Proposition 218, another
initiative constitutional amendment enacted in 1996, further limited the
ability of local governments to impose or raise various taxes, fees, charges
and assessments without voter approval. Counties, in particular, have had
fewer options to raise revenues than many other local government entities,
and have been required to maintain many services.

      Some local governments in California have experienced notable financial
difficulties, including Los Angeles County, Orange County and San Diego
County, and there is no assurance that any California issuer will make full
or timely payments of principal or interest or remain solvent.  It should be
noted that the creditworthiness of obligations issued by local California
issuers may be unrelated to the creditworthiness of obligations issued by the
State, and there is no obligation on the part of the State to make payment on
such local obligations in the event of default.


      According to the State, the 2004 Budget Act, related legislation and
the enactment of Proposition 1A (described below) dramatically changed the
State-local fiscal relationship. These constitutional and statutory changes
implemented an agreement negotiated between the Governor and local
governments officials (the "State-local agreement") in connection with the
2004 Budget Act. One change relates to the reduction of the Vehicle License
Fee ("VLF") rate from 2% to 0.65% of the market value of the vehicle. In
order to protect local governments, the reduction in VLF revenue to cities
and counties from this rate change will be replaced by an increase in the
amount of property tax they receive.

      As part of the State-local agreement, Proposition 1A was approved by
the voters at the November 2004 election.  Propostion 1A amended the State
Constitution to, among other things, reduce the Legislature's authority over
local government revenue sources by placing restrictions on the State's
access to local governments' property, sales, and VLF revenues as of November
3, 2004. Beginning with fiscal year 2008-09, the State will be able to borrow
up to 8% of local property tax revenues, but only if the Governor proclaims
such action is necessary due to a severe State fiscal hardship, two-thirds of
both houses of the Legislature approves the borrowing and the amount borrowed
is required to be paid back within three years. The State also will not be
able to borrow from local property tax revenues for more than two fiscal
years within a period of 10 fiscal years. In addition, the State cannot
reduce the local sales tax rate or restrict the authority of the local
governments to impose or change the distribution of the statewide local sales
tax.

      Proposition 1A  also prohibits the State from mandating activities on
cities, counties or special districts without providing for the funding
needed to comply with the mandates. If the State does not provide funding for
an activity that has been determined to be mandated, the requirement on
cities, counties or special districts to abide by the mandate would be
suspended. In addition, Proposition 1A expands the definition of what
constitutes a mandate to encompass State action that transfers to cities,
counties and special districts financial responsibility for a required
program for which the State previously had partial or complete
responsibility. The State mandate provisions of Proposition 1A do not apply
to schools or community colleges or to mandates relating to employee rights.


Constitutional, Legislative and Other Factors

      The State is subject to an annual appropriations limit imposed by
Article XIII B of the State Constitution (the "Appropriations Limit"). The
Appropriations Limit does not restrict appropriations to pay debt service on
voter-authorized bonds.

      Article XIII B prohibits the State from spending "appropriations
subject to limitation" in excess of the Appropriations Limit.
"Appropriations subject to limitation" are authorizations to spend "proceeds
of taxes," which consist of tax revenues and certain other funds, including
proceeds from regulatory licenses, user charges or other fees to the extent
that such proceeds exceed "the cost reasonably borne by that entity in
providing the regulation, product or service," but "proceeds of taxes"
exclude most State subventions to local governments, tax refunds and some
benefit payments such as unemployment insurance. No limit is imposed on
appropriations of funds which are not "proceeds of taxes," such as reasonable
user charges or fees and certain other non-tax funds.  Various types of
appropriations are excluded from the Appropriations Limit.

      The State's Appropriations Limit in each year is based on the Limit for
the prior year, adjusted annually for changes in State per capita personal
income and changes in population, and adjusted, when applicable, for any
transfer of financial responsibility for providing services to or from
another unit of government or any transfer of the financial source for the
provisions of services from tax proceeds to non-tax proceeds.

      The Legislature has enacted legislation to implement Article XIII B
which defines certain terms used in Article XIII B and sets forth the methods
for determining the Appropriations Limit. California Government code Section
7912 requires an estimate of the Appropriations Limit to be included in the
Governor's Budget, and thereafter to be subject to the budget process and
established in the Budget Act.

      On November 8, 1988, voters of the State approved Proposition 98, a
combined initiative constitutional amendment and statute called the
"Classroom Instructional Improvement and Accountability Act." Proposition 98
changed State funding of public education below the university level and the
operation of the State appropriations funding, primarily by guaranteeing K-14
schools a minimum share of General Fund revenues. Proposition 98 permits the
Legislature by two-thirds vote of both houses, with the Governor's
concurrence, to suspend the K-14 schools' minimum funding formula for a
one-year period.  Proposition 98 also contains provisions transferring
certain State tax revenues in excess of the Article XIII B limit to K-14
schools.

      Because of the complexities of Article XIII B, the ambiguities and
possible inconsistencies in its terms, the applicability of its exceptions
and exemptions and the impossibility of predicting future appropriations, it
is not possible to predict the impact of this or related legislation on the
bonds in the Trust's portfolio.

      Articles XIII A, XIII B, XIII C and XIII D were each adopted as
measures that qualified for the ballot pursuant to the State's initiative
process.  Other Constitutional amendments affecting State and local taxes and
appropriations have been proposed from time to time.  If any such initiatives
were adopted, the State could be pressured to provide additional financial
assistance to local Governments or appropriate revenues as mandated by such
initiatives. Propositions such as Proposition 98 and others that may be
adopted in the future may place increasing pressure on the State's budget
over future years, potentially reducing resources available for other State
programs, especially to the extent the Article XIII B spending limit would
restrain the State's ability to fund such other programs by raising taxes.

      Effect of other State Laws on Bond Obligations.  Some of the tax-exempt
securities that the Trust can invest in may be obligations payable solely
from the revenues of a specific institution or secured by specific
properties.  These are subject to provisions of California law that could
adversely affect the holders of such obligations.  For example, the revenues
of California health care institutions may be adversely affected by State
laws, and California law limits the remedies of a creditor secured by a
mortgage or deed of trust on real property.  Debt obligations payable solely
from revenues of health care institutions may also be insured by the State
but no guarantee exists that adequate reserve funds will be appropriated by
the State legislature for such purpose.

Pending Litigation

      The State is a party to numerous legal proceedings, many of which
normally occur in governmental operations.  In addition, the State is
involved in certain other legal proceedings that, if decided against the
State might require the State to make significant future expenditures or
impair future revenue sources.  Because of the prospective nature of these
proceedings, it is not possible to predict the outcome of such litigation or
estimate the potential impact on the ability of the State to pay debt service
costs on its obligations.


      On August 29, 2008, the Los Angeles Superior Court ruled in favor of
the plaintiff in Nortel Networks Inc. v. State Board of Equalization, a tax
refund case involving the interpretation of certain statutory sales and use
tax exemptions for "custom-written" computer software and licenses to use
computer software.  The adverse ruling to the Board if applied to other
similarly situated taxpayers could have a significant negative impact, in the
range of approximately $500 million annually, on tax revenues.

      On March 31, 2008, the Court of Appeal, First Appellate District, ruled
in Computer Service Tax Cases (Dell, Inc. v. State Board of Equalization)
that the State Board of Equalization improperly collected sales and use tax
on optional service contracts that Dell, Inc. sold with computers.  The
decision will lead to a judgment requiring the Board to refund the tax with
interest.  The amount of the refund has not been determined, but with
interest may exceed $250 million, which would be made in the 2008-09 fiscal
year.


      On August 8, 2005, a lawsuit titled California Teachers Association et
al. v. Arnold Schwarzenegger et al. was filed.  Plaintiffs - California
Teachers Association, California Superintendent of Public Instruction Jack
O'Connell, and various other individuals - allege that the California
Constitution's minimum school funding guarantee was not followed for the
2004-2005 fiscal year and the 2005-06 fiscal year in the aggregate amount of
approximately $3.1 billion.  Plaintiffs seek a writ of mandate requiring the
State to recalculate the minimum-funding guarantee in compliance with the
California Constitution.  On May 10, 2006, counsel for all parties executed a
settlement agreement, and the action has been stayed pending implementation
legislation.  The settlement calls for payment of the outstanding balance of
the minimum funding obligation to school districts and community college
districts (approximately $3 billion in the aggregate) through the 2013-14
fiscal year.


California Taxation

      The State of California has adopted legislation incorporating the
federal provisions relating to regulated investment companies as of January
1, 2005. Thus, to the extent the Fund distributes its income, it will be
exempt from the California franchise and corporate income taxes as a
regulated investment company under section 24870 of the California Revenue
and Taxation Code.

      In the year in which the Fund qualifies as a regulated investment
company under the Code and is exempt from federal income tax, (1) the Fund
will also be exempt from the California corporate income and franchise taxes
to the extent it distributes its income, and (2) provided that 50% or more of
the value of the total assets of the Fund at the close of each quarter of its
taxable year consists of obligations, the interest on which (when held by an
individual) is exempt from personal income taxation under California law, and
the Fund designates such dividends as exempt-interest dividends in a written
notice mailed to the shareholders within 60 days after the close of the
taxable year, the Fund will be qualified under California law to distribute
dividends ("California exempt-interest dividends") which will be exempt from
the California personal income tax. The Fund intends to qualify under the
above requirement so that it can distribute California exempt-interest
dividends. If the Fund fails to so qualify, no part of its dividends will be
exempt from the California personal income tax.

      The portion of dividends constituting California exempt-interest
dividends is that portion derived from interest on obligations issued by
California and its municipalities and localities (as well as certain
territories and possessions of the United States such as Puerto Rico, the
Virgin Islands, and Guam), the interest on which (when held by an individual)
is excludable from California personal income under California law.
Distributions from the Fund that are attributable to sources other than those
described in the preceding sentence generally will be taxable to such
shareholders as ordinary income. In addition, distributions other than
exempt-interest dividends to such shareholders are includable in income that
may be subject to the California alternative minimum tax. The total amount of
California exempt-interest dividends paid by the Fund to all of its
shareholders with respect to any taxable year cannot exceed the amount of
interest received by the Fund during such year on California municipal
obligations less any expenses and expenditures. California exempt-interest
dividends are excludable from income for California personal income tax
purposes only.  Any dividends paid to shareholders subject to the California
franchise tax will be taxed as ordinary dividends to such shareholders for
franchise tax purposes notwithstanding that all or a portion of such
dividends are exempt from the California personal income tax.

      To the extent any portion of the dividends distributed to the
shareholders by the Fund is derived from taxable interest for California
purposes or net short-term capital gains, such portion will be taxable to the
shareholders as ordinary income. The character of long-term capital gains
realized and distributed by the Fund will flow through to its shareholders
regardless of how long the shareholders have held their shares (currently,
only federal law, not California law, has special rates for long-term capital
gains) if the Fund complies with certain rulings. If a shareholder of the
Fund received any California exempt-interest dividends on shares thereafter
sold within six months of acquisition, then any realized loss, to the extent
of the amount of exempt-interest dividends received prior to such sale, will
be disallowed. Interest on indebtedness incurred by shareholders to purchase
or carry shares of the Fund will not be deductible for California personal
income tax purposes. Any loss realized upon the redemption of shares within
30 days before or after the acquisition of other shares of the same series
may be disallowed under the "wash sale" rules.

      The foregoing is only a summary of some of the important California
personal income tax considerations generally affecting the Fund and its
shareholders. No attempt is made to present a detailed explanation of the
California personal income tax treatment of the Fund or its shareholders, and
this discussion is not intended as a substitute for careful planning.
Accordingly, potential investors in the Fund should consult their tax
advisers with respect to the application of California taxes to the receipt
of the Fund's dividends and as to their own California tax situation.


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
         other securities substantially similar thereto, and repurchase
         agreements; and the Trust may lend its portfolio securities as
         described in its investment policy stated above;

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
         Municipal Bonds or Notes secured by interests in real estate;

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

o     The Trust cannot invest in or hold securities of any issuer if those
         officers and Trustees of the Trust or the Manager individually
         owning more than 0.5% of the securities of such issuer together own
         more than 5% of the securities of such issuer;

o     The Trust cannot underwrite securities of other companies;

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

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


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


o     Public Disclosure. The Trust's portfolio holdings are made publicly
         available no later than 60 days after the close of each of the
         Trust's fiscal quarters in its semi-annual report to shareholders,
         its annual report to shareholders, or its Statements of Investments
         on Form N-Q. Those documents are publicly available at the SEC.


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

      The Manager and its subsidiaries and affiliates, employees, officers,
and 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 20 portfolio securities holdings (based on invested
assets), listed by security or by issuer, as of the end of each month may be
disclosed to third parties (subject to the procedures below) no sooner than
15 days after month-end.

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

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

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

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

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

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

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

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


o     Response to legal process in litigation matters, such as responses to
      subpoenas or in class action matters where the Trust may be part of the
      plaintiff class (and seeks recovery for losses on a security) or a
      defendant,
o     Response to regulatory requests for information (the SEC, Financial
      Industry Regulatory Authority ("FINRA") formerly known as the 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.

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

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

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


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



How the Trust is Managed

Organization  and  History.  The Trust is an  open-end,  diversified  management
investment company organized as a Massachusetts  business trust in 1989, with an
unlimited number of authorized shares of beneficial interest.

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

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

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

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

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

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

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


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

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

     The Review  Committee  is comprised  solely of  Independent  Trustees.  The
members of the Review  Committee  are Sam  Freedman  (Chairman),  Jon S. Fossel,
Richard F. Grabish and Beverly L. Hamilton.  Among other duties, as set forth in
the  Review  Committee's   Charter,  the  Review  Committee  reports  and  makes
recommendations  to the Board  concerning the fees paid to the Trust's  Transfer
Agent and the Manager  and the  services  provided to the Trust by the  Transfer
Agent and the Manager.  The Review Committee also reviews the Trust's investment
performance  as well as the  policies  and  procedures  adopted  by the Trust to
comply with the Investment Company Act and other applicable law.

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


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


Trustees and Officers of the Trust. Except for Mr. Murphy, each of the Trusteess
is an Independent Trustee. All of the Trustees are also trustees or directors of
the  following  Oppenheimer/Centennial  funds  (referred to as "Board II Funds")
except for Mr.  Grabish,  who serves as Trustee  for only the  following  funds:
Centennial  California Tax Exempt Trust,  Centennial  Oppenheimer Por Government
Trust, Series Fixed In Centennial Money Market Active Allocati Trust, Centennial
New York Tax Exempt Trust,  Centennial Tax Exempt Trust,  Oppenheimer  Core Bond
Fund,  Oppenheimer  Limited-Term  Government  Fund,  Panorama Series Fund, Inc.,
Oppenheimer Principal Protected Trust, Oppenheimer Principal Protected Trust II,
Oppenheimer  Principal  Protected  Trust III,  Oppenheimer  Senior Floating Rate
Fund,   Oppenheimer  Portfolio  Series  Fixed  Income  Active  Allocation  Fund,
Oppenheimer Master Event-Linked Bond Fund, LLC and Oppenheimer Master Loan Fund,
LLC:  tfolio  Oppenheimer  Capital  Income  come Fund on Fund  Oppenheimer  Cash
Reserves Oppenheimer  Protected Trust Principal  Oppenheimer Principal Protected
Trust Oppenheimer  Champion Income Fund II Oppenheimer  Commodity Strategy Total
Oppenheimer  Principal  Protected Trust Return Fund III Oppenheimer Equity Fund,
Inc.   Oppenheimer  Senior  Floating  Rate  Fund  Oppenheimer   Integrity  Funds
Oppenheimer   Strategic   Income  Fund  Oppenheimer   International   Bond  Fund
Oppenheimer  Variable  Account Funds  Oppenheimer  Limited-Term  Government Fund
Panorama Series Fund, Inc. Oppenheimer Main Street Funds, Inc.

Oppenheimer Main Street Opportunity Fund

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

                                           Centennial Tax Exempt Trust



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

      Messrs. Murphy, Petersen, Szilagyi, Vandehey, Wixted and Zack, and Mss.
Bloomberg, Ives and Wolf, who are officers of the Trust, hold the same
offices with one or more of the other Board II Funds. As of October 6, 2008
the Trustees and officers of the Trust, as a group, owned of record or
beneficially less than 1% of the shares of the Trust. The foregoing statement
does not reflect ownership of shares held of record by an employee benefit
plan for employees of the Manager, other than the shares beneficially owned
under that plan by the officers of the Board II Funds. In addition, none of
the Independent Trustees (nor any of their immediate family members) owns
securities of either the Manager, the Distributor or the Sub-Distributor or
of any entity directly or indirectly controlling, controlled by or under
common control with the Manager, the Distributor or the Sub-Distributor of
the Board II Funds.


      Biographical Information. The Trustees and officers, their positions
with the Trust, length of service in such position(s), and principal
occupations and business affiliations during at least the past five years are
listed in the charts below. The charts also include information about each
Trustee's beneficial share ownership in the Trust and in all of the
registered investment companies that the Trustee oversees in the Oppenheimer
family of funds ("Supervised Funds"). The address of each Trustee in the
chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each
Trustee serves for an indefinite term, or until his or her resignation,
retirement, death or removal.

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

                                                                       2007

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

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

                      Chairman,The El Paso Mortgage Company
                      (since 1993); Chairman, Ambassador
                      Media Corporation (since 1984);
                      Chairman, Broadway Ventures (since
                      1984); Director of Helmerich & Payne,
                      Inc. (oil and gas drilling/production
                      company) (since 1992), Campus Crusade
                      for Christ (non-profit) (since 1991);
                      Former Director, The Lynde and Harry
                      Bradley Foundation, Inc. (non-profit
                      organization) (2002-2006); former
                      Chairman of: Transland Financial
                      Services, Inc. (private mortgage
                      banking company) (1997-2003), Great

                      Frontier Insurance (1995-2000),
                      Frontier Real Estate, Inc.
                      (residential real estate brokerage)
                      (1994-2000) and Frontier Title (title
                      insurance agency) (1995-2000); former
                      Director of the following:
                      UNUMProvident (insurance company)
                      (1991-2004), Storage Technology
                      Corporation (computer equipment
                      company) (1991-2003) and International
                      Family Entertainment (television
                      channel) (1992-1997); U.S. Senator
                      (January 1979-January 1991). Oversees
                      39 portfolios in the OppenheimerFunds
                      complex.

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

George C. Bowen,      Assistant Secretary and Director of     None       Over
Trustee since 1990    the Manager (December 1991-April                   $100,000
Age: 71               1999); President, Treasurer and

                      Director of Centennial Capital
                      Corporation (June 1989-April 1999);
                      Chief Executive Officer and Director
                      of MultiSource Services, Inc. (March

                      1996-April 1999); Mr. Bowen held
                      several positions with
                      OppenheimerFunds, Inc. and with
                      subsidiary or affiliated companies of
                      OppenheimerFunds, Inc. (September
                      1987-April 1999). Oversees 39
                      portfolios in the OppenheimerFunds
                      complex.

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

Edward L. Cameron,    Member of The Life Guard of Mount       None       Over
Trustee since 2000    Vernon (George Washington historical               $100,000
Age: 70               site) (June 2000 - May 2006); Partner

                      at PricewaterhouseCoopers LLP
                      (accounting firm) (July 1974-June
                      1999); Chairman of Price Waterhouse
                      LLP Global Investment Management
                      Industry Services Group (financial
                      services firm) (July 1994-June 1998).

                      Oversees 39 portfolios in the
                      OppenheimerFunds complex.

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

Jon S. Fossel,        Director of UNUMProvident (insurance    None       Over
Trustee since 1990    company) (since June 2002); Director               $100,000
Age: 66               of Northwestern Energy Corp. (public
                      utility corporation) (since November
                      2004); Director of P.R.
                      Pharmaceuticals (October 1999-October
                      2003); Director of Rocky Mountain Elk
                      Foundation (non-profit organization)
                      (February 1998-February 2003 and
                      February 2005-February 2007); Chairman
                      and Director (until October 1996) and
                      President and Chief Executive Officer
                      (until October 1995) of
                      OppenheimerFunds, Inc.; President,
                      Chief Executive Officer and Director
                      of the following: Oppenheimer
                      Acquisition Corp. ("OAC") (parent
                      holding company of OppenheimerFunds,
                      Inc.), Shareholders Services, Inc. and
                      Shareholder Financial Services, Inc.
                      (until October 1995). Oversees 39
                      portfolios in the OppenheimerFunds
                      complex.

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

Sam Freedman,         Director of Colorado Uplift             None       Over
Trustee since 1996    (charitable organization) (since                   $100,000
Age: 67               September 1984). Mr. Freedman held
                      several positions with
                      OppenheimerFunds, Inc. and with
                      subsidiary or affiliated companies of
                      OppenheimerFunds, Inc. (until October
                      1994). Oversees 39 portfolios in the
                      OppenheimerFunds complex.

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

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

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

Beverly L. Hamilton,  Trustee of Monterey Institute for       None       Over
Trustee since 2002    International Studies (educational                 $100,000
Age: 61               organization) (since February 2000);

                      Board Member of Middlebury College
                      (educational organization) (since
                      December 2005); Director of The
                      California Endowment (philanthropic
                      organization) (since April 2002);
                      Director (February 2002-2005) and

                      Chairman of Trustees (2006-2007) of

                      the Community Hospital of Monterey
                      Peninsula; Director (October
                      1991-2005) and Vice Chairman (since
                      2006) of American Funds' Emerging
                      Markets Growth Fund, Inc. (mutual
                      fund); President of ARCO Investment
                      Management Company (February
                      1991-April 2000); Member of the

                      investment committees of The
                      Rockefeller Foundation (2001-2006) and
                      The University of Michigan (since
                      2000); Advisor at Credit Suisse First
                      Boston's Sprout venture capital unit
                      (venture capital fund) (1994-January
                      2005); Trustee of MassMutual
                      Institutional Funds (investment
                      company) (1996-June 2004); Trustee of
                      MML Series Investment Fund (investment
                      company) (April 1989-June 2004);
                      Member of the investment committee of
                      Hartford Hospital (2000-2003); and
                      Advisor to Unilever (Holland) pension
                      fund (2000-2003). Oversees 39
                      portfolios in the OppenheimerFunds
                      complex.

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

Robert J. Malone,     Board of Directors of Opera Colorado    None       Over
Trustee since 2002    Foundation (non-profit organization)               $100,000
Age: 64               (since March 2008); Director of Jones
                      Knowledge, Inc. (since 2006); Director
                      of Jones International University
                      (educational organization) (since
                      August 2005); Chairman, Chief
                      Executive Officer and Director of
                      Steele Street State Bank & Trust
                      (commercial banking) (since August
                      2003); Director of Colorado UpLIFT
                      (charitable organization) (since
                      1986); Trustee of the Gallagher Family
                      Foundation (non-profit organization)
                      (since 2000); Former Chairman of U.S.
                      Bank-Colorado (subsidiary of U.S.
                      Bancorp and formerly Colorado National
                      Bank) (July 1996-April 1999); Director
                      of Commercial Assets, Inc. (real
                      estate investment trust) (1993-2000);
                      Director of Jones Knowledge, Inc.
                      (2001-July 2004); and Director of U.S.
                      Exploration, Inc. (oil and gas
                      exploration) (1997-February 2004).
                      Oversees 39 portfolios in the
                      OppenheimerFunds complex.

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

F. William Marshall,  Trustee of MassMutual Select Funds      None       Over
Jr.,                  (formerly MassMutual Institutional                 $100,000
Trustee since 2000    Funds) (investment company) (since
Age: 66               1996) and MML Series Investment Fund

                      (investment company) (since 1996);
                      Trustee of Worchester Polytech
                      Institute (since 1985); Chairman
                      (since 1994) of the Investment
                      Committee of the Worcester Polytech
                      Institute (private university);

                      President and Treasurer of the SIS
                      Funds (private charitable fund) (since
                      January 1999); Chairman of SIS &
                      Family Bank, F.S.B. (formerly SIS
                      Bank) (commercial bank) (January
                      1999-July 1999); and Executive Vice
                      President of Peoples Heritage
                      Financial Group, Inc. (commercial
                      bank) (January 1999-July 1999).
                      Oversees 41 portfolios in the
                      OppenheimerFunds complex.*

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


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

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

                                                               As of December 31, 2007

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

John V. Murphy,    Chairman, Chief Executive Officer and      None       Over $100,000
President          Director of OppenheimerFunds, Inc. (since
Since 2001 and     June 2001); President of
Trustee since 2003 OppenheimerFunds, Inc. (September
Age: 59            2000-March 2007); President and 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 103 portfolios in the
                   OppenheimerFunds complex.

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



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







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

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

- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Mark S. Vandehey,              Senior Vice President and Chief Compliance Officer of

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

- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Brian W. Wixted,               Senior Vice President and Treasurer of

Treasurer and Principal        OppenheimerFunds, Inc. (since March 1999); Treasurer
Financial & Accounting         of the following: Shareholder Services, Inc.,
Officer since April 1999       HarbourView Asset Management Corporation, Shareholder
Age: 48                        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). An officer of 103 portfolios
                               in the OppenheimerFunds complex.

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

Assistant Treasurer since 2004 February 2007); Assistant Vice President (August
Age: 38                        2002-February 2007); Manager/Financial Product
                               Accounting of OppenheimerFunds, Inc. (November
                               1998-July 2002). An officer of 103 portfolios in the
                               OppenheimerFunds complex.

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

Brian C. Szilagyi,             Assistant Vice President of OppenheimerFunds, Inc.
Assistant Treasurer since 2005 (since July 2004); Director of Financial Reporting and
Age: 38                        Compliance of First Data Corporation (April 2003-July
                               2004); Manager of Compliance of Berger Financial Group
                               LLC (May 2001-March 2003). An officer of 103
                               portfolios in the OppenheimerFunds complex.

- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Robert G. Zack,                Executive Vice President (since January 2004) and

Vice President & Secretary     General Counsel (since March 2002) of
since 2001                     OppenheimerFunds, Inc.; General Counsel of the Manager
Age: 60                        and Distributor (since December 2001); General Counsel
                               and Director of OppenheimerFunds Distributor, Inc.
                               (since December 2001); Senior Vice President, General
                               Counsel and Director of the Transfer Agent,
                               Shareholder Financial Services, Inc., OFI Private
                               Investments, Inc. and OFI Trust Company (since
                               November 2001); Senior Vice President and General
                               Counsel of HarbourView Asset Management Corporation
                               (since December 2001); Secretary and General Counsel
                               of OAC (since November 2001); Assistant Secretary
                               (since September 1997) and Director (since November
                               2001) of OppenheimerFunds International Ltd. and
                               OppenheimerFunds plc; Vice President and Director of
                               Oppenheimer Partnership Holdings, Inc. (since December
                               2002); Director of Oppenheimer Real Asset Management,
                               Inc. (since November 2001); Vice President of
                               OppenheimerFunds Legacy Program (since June 2003);
                               Senior Vice President and General Counsel of OFI
                               Institutional Asset Management, Inc. (since November
                               2001); Director of OppenheimerFunds (Asia) Limited
                               (since December 2003); Senior Vice President (May
                               1985-December 2003) An officer of 103 portfolios in
                               the OppenheimerFunds complex.

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

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

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

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

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

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


o     Remuneration of the Officers and Trustees. The officers and Mr. Murphy,
   who are affiliated with the Manager, receive no salary or fee from the
   Trust. The Independent Trustees and Mr. Grabish received the compensation
   shown below from the Trust for serving as a Trustee and member of a
   committee (if applicable), with respect to the Trust's fiscal year ended
   June 30, 2008. The total compensation, including accrued retirement
   benefits, from the Trust and fund complex represents compensation received
   for serving as a Trustee and member of a committee (if applicable) of the
   Boards of the Trust and other funds in the OppenheimerFunds complex during
   the calendar year ended December 31, 2007.


- ------------------------------------------------------------------------------
  Trustee    Name    and    Other       Aggregate        Total Compensation
                                      Compensation       From Trust and Fund
                                     from Trust((1))     Complex((2)) Year

  Position(s) (as applicable)       Fiscal Year Ended    ended December 31,
                                      June 30, 2008             2007

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

 William L. Armstrong                    $1,119               $228,062

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

George Bowen                              $823                $158,000
 Audit Committee Chairman

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

Audit Committee Member and                $819                $189,600
Governance Committee Member

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

Jon S. Fossel                             $745                $161,423

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

Sam Freedman                              $858                $178,277

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

Richard F. Grabish((3))                   $746                 $14,732

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

Review Committee Member and             $746((4))             $158,000
Governance Committee Member

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

Governance Committee Chairman             $858                $181,700
and Audit Committee Member

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

Audit Committee Member and                $746              $239,664((5))
Governance Committee Member

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


1.    "Aggregate  Compensation  from the  Trust"  includes  fees and  deferred
   compensation, if any.

2.    In accordance with SEC  regulations,  for purposes of this section only,
   "Fund   Complex"   includes   the   Oppenheimer   funds,   the   MassMutual
   Institutional  Funds,  the  MassMutual  Select  Funds  and the  MML  Series
   Investment  Fund, the investment  adviser for which is the indirect  parent
   company of  OppenheimerFunds,  Inc.  OppenheimerFunds,  Inc. also serves as
   the Sub-Advisor to the following:  MassMutual Premier  International Equity
   Fund,  MassMutual  Premier Main Street Fund,  MassMutual  Premier Strategic
   Income Fund,  MassMutual Premier Capital  Appreciation Fund, and MassMutual
   Premier Global Fund.  OppenheimerFunds,  Inc. does not consider  MassMutual
   Institutional  Funds,  MassMutual  Select  Funds and MML Series  Investment
   Fund to be part of the  OppenheimerFunds'  "Fund  Complex" as that term may
   be otherwise interpreted.

3.    Mr. Grabish serves as Trustee for only the following  funds:  Centennial
   California Tax Exempt Trust,  Centennial Government Trust, Centennial Money
   Market Trust,  Centennial New York Tax Exempt Trust,  Centennial Tax Exempt
   Trust,  Oppenheimer  Core Bond Fund,  Oppenheimer  Limited Term  Government
   Fund,  Panorama Series Fund, Inc.,  Oppenheimer  Principal Protected Trust,
   Oppenheimer  Principal Protected Trust II, Oppenheimer  Principal Protected
   Trust III,  Oppenheimer  Senior Floating Rate Fund,  Oppenheimer  Portfolio
   Series  Fixed   Income   Active   Allocation   Fund,   Oppenheimer   Master
   Event-Linked Bond Fund, LLC and Oppenheimer Master Loan Fund, LLC.
4.    Includes $746 deferred by Ms. Hamilton under the "Compensation  Deferral
   Plan" described below.
5.    Includes  $81,664  compensation  paid to Mr.  Marshall  for serving as a
   Trustee for MassMutual Select Funds and MML Series Investment Fund.


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

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


      |X|               Major Shareholders.  As of October 6, 2008 the only
person who owned of record or was known by the Trust to own beneficially 5%
or more of the Trust's outstanding shares was A.G. Edwards & Sons, Inc.
("Edwards") for the Sole Benefit of its Customers, Attn. Money Fund Dept., 1
North Jefferson Avenue, St. Louis, Missouri 63103-2205, which owned
185,210,674.440 shares of the Trust which was 99.00% 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 have access to
information that could permit them to compete with or take advantage of the
Trust's portfolio transactions.  Covered persons include persons with
knowledge of the investments and investment intentions of the Trust and other
funds advised by the Manager.  The Code of Ethics does permit personnel
subject to the Code to invest in securities, including securities that may be
purchased or held by the Trust, subject to a number of restrictions and
controls.  Compliance with the Code of Ethics is carefully monitored and
enforced by the Manager.  The Trust does not have a Code of Ethics since it
is a money market fund.

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

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

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

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

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
      2006                                  $925,041
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
      2007                                  $952,147
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

      2008                                 $1,058,119

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


      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 vary the amount of expenses
assumed or eliminate the assumption of expenses altogether. For the fiscal
years ended June 30, 2006, 2007 and 2008, the management fees payable by the
Trust would have been $924,555, $952,147 and $1,044,915 with the Manager's
voluntary expense assumption.  Those amounts reflect the effect of the
expense assumptions of $486, $0 and $13,204 for the fiscal years ended June
30, 2006, 2007 and 2008 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 Carol E. Wolf
(referred to as "Portfolio Manager"). She is the person who is responsible
for the day-to-day management of the Trust's investments.


        Other Accounts Managed.  In addition to managing the Trust's
investment portfolio, Ms. Wolf also manages other investment portfolios and
other accounts on behalf of the Manager or its affiliates.  The following
table provides information regarding the other portfolios and accounts
managed by Ms. Wolf as of June 30, 2008. No account has a performance-based
advisory fee:


   -------------------------------------------------------------------------------
   Portfolio Manager RegisteredTotal      Other        Total    Other   Total
                                                     Assets in
                               Assets in               Other
                               Registered Pooled      Pooled             Assets
                     InvestmentInvestment InvestmentInvestment          in Other
                     Companies Companies  Vehicles   Vehicles   AccountsAccounts
                      Managed  Managed(1)  Managed  Managed(1)  Managed Managed(2)
   -------------------------------------------------------------------------------
   -------------------------------------------------------------------------------

    Carol E. Wolf        8      $19,348       1         $187     None    None

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


     As indicated above, the Portfolio Manager also manages other funds and
accounts.  Potentially, at times, those responsibilities could conflict with
the interests of the Trust.  That may occur whether the investment objectives
and strategies of the other fund and accounts 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, 2008 the Portfolio Manager's compensation consisted of three
elements: a base salary, an annual discretionary bonus and eligibility to
participate in long-term awards of options and stock appreciation rights in
regard to the common stock of the Manager's holding company parent. Senior
portfolio managers may also be eligible to participate in the Manager's
deferred compensation plan.

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, to help the Manager attract and retain talent.
The annual discretionary bonus is determined by senior management of the
Manager and is based on a number of factors, including a fund's pre-tax
performance for periods of up to five years, measured against an appropriate
benchmark selected by management. The benchmark with respect to the Trust is
the iMoneyNet State Specific CA Retail ranking. 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, 2008 the
      Portfolio Manager did not beneficially own any shares of the Trust.


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

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

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

      The research services provided by brokers broaden the scope and
supplement the research activities of the Manager.  That research provides
additional views and comparisons for consideration, and helps the Manager
obtain market information for the valuation of securities held in the Trust's
portfolio or being considered for purchase. No portfolio transactions will be
handled by any securities dealer affiliated with the Manager.

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

Service Plan

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

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

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

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


      For the fiscal year ended June 30, 2008 payments under the plan totaled
$423,308. The Distributor retained $0 and the remaining balance was paid out
by the Distributor to recipients, which included $6 paid to an affiliate of
the Distributor's parent company. Any unreimbursed expenses the Distributor
incurs with respect to the shares in any fiscal quarter cannot be recovered
in subsequent quarters.  The Distributor may not use payments received under
the plan to pay any of its interest expenses, carrying charges, or other
financial costs, or allocation of overhead.

    For the fiscal year ended June 30, 2008, the Manager paid, in the
aggregate, $559,096 in fees out of its own resources for distribution
assistance to A.G. Edwards & Sons, Inc. Those distribution assistance
payments were paid based on annual rates applied to the average net asset
value during the calendar quarter of qualified assets of the Centennial
funds.


Payments to Trust Intermediaries


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


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

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

o     ongoing asset-based payments attributable to the share class selected,
         including fees payable under the Trust's service plan adopted under
         Rule 12b-1 under the Investment Company Act, which are paid from the
         Trust's assets (see " Service Plan" above);
o     shareholder servicing payments for providing omnibus accounting,
         recordkeeping, networking, sub-transfer agency or other
         administrative or shareholder services, including retirement plan
         and 529 plan administrative services fees, which are paid from the
         assets of a Trust as reimbursement to the Manager, Distributor or
         Sub-Distributor for expenses they incur on behalf of the Trust.

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

o     These types of payments may reflect compensation for marketing support,
         support provided in offering the Trust or other Oppenheimer or
         Centennial funds through certain trading platforms and programs,
         transaction processing or other services;
o     The Manager, Distributor and Sub-Distributor each may also pay other
         compensation to the extent the payment is not prohibited by law or
         by any self-regulatory agency, such as the FINRA. Payments are made
         based on the guidelines established by the Manager, Distributor and
         Sub-Distributor, subject to applicable law.


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


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

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

o     transactional support, one-time charges for setting up access for the
          Trust or other Oppenheimer or Centennial funds on particular
          trading systems, and paying the intermediary's networking fees;
o     program support, such as expenses related to including the Oppenheimer
          and Centennial funds in retirement plans, college savings plans,
          fee-based advisory or wrap fee programs, fund "supermarkets", bank
          or trust company products or insurance companies' variable annuity
          or variable life insurance products;
o     placement on the dealer's list of offered funds and providing
          representatives of the Distributor with access to a financial
          intermediary's sales meetings, sales representatives and management
          representatives.

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


      For the year ended December 31, 2007, the following financial
intermediaries that are broker-dealers offering shares of the Oppenheimer and
Centennial funds, and/or their respective affiliates, received revenue
sharing or similar distribution-related payments from the Manager,
Distributor or Distributor for marketing or program support:

1st Global Capital Company              Legend Equities Corporation
Advantage Capital Corporation           Lincoln Benefit National Life
Aegon USA                               Lincoln Financial Advisors Corporation
Aetna Life Insurance & Annuity Company  Lincoln Investment Planning, Inc.
AG Edwards & Sons, Inc.                 Linsco Private Ledger Financial
                                        Massachusetts Mutual Life Insurance
AIG Financial Advisors                  Company
AIG Life Variable Annuity               McDonald Investments, Inc.
                                        Merrill Lynch Pierce Fenner & Smith,
Allianz Life Insurance Company          Inc.
Allmerica Financial Life Insurance &
Annuity Company                         Merrill Lynch Insurance Group
Allstate Life Insurance Company         MetLife Investors Insurance Company
American Enterprise Life Insurance      MetLife Securities, Inc.
American General Annuity Insurance      Minnesota Life Insurance Company
American Portfolios Financial
Services, Inc.                          MML Investor Services, Inc.
Ameriprise Financial Services, Inc.     Mony Life Insurance Company
Ameritas Life Insurance Company         Morgan Stanley & Company, Inc.
Annuity Investors Life Insurance
Company                                 Multi-Financial Securities Corporation
Associated Securities Corporation       Mutual Service Corporation
AXA Advisors LLC                        NFP Securities, Inc.
AXA Equitable Life Insurance Company    Nathan & Lewis Securities, Inc.
Banc One Securities Corporation         National Planning Corporation
Cadaret Grant & Company, Inc.           Nationwide Financial Services, Inc.
CCO Investment Services Corporation     New England Securities Corporation
                                        New York Life Insurance & Annuity
Charles Schwab & Company, Inc.          Company
Chase Investment Services Corporation   Oppenheimer & Company
Citicorp Investment Services, Inc.      PFS Investments, Inc.
Citigroup Global Markets Inc.           Park Avenue Securities LLC
CitiStreet Advisors LLC                 Phoenix Life Insurance Company
Citizen's Bank of Rhode Island          Plan Member Securities
Columbus Life Insurance Company         Prime Capital Services, Inc.
Commonwealth Financial Network          Primevest Financial Services, Inc.
Compass Group Investment Advisors       Protective Life Insurance Company
                                        Prudential Investment Management
CUNA Brokerage Services, Inc.           Services LLC
CUSO Financial Services, LLP            Raymond James & Associates, Inc.
E*TRADE Clearing LLC                    Raymond James Financial Services, Inc.
Edward  Jones                           RBC Dain Rauscher Inc.
Essex National Securities, Inc.         Royal Alliance Associates, Inc.
Federal Kemper Life Assurance Company   Securities America, Inc.
                                        Security Benefit Life Insurance
Financial Network                       Company
                                        Security First-Metlife Investors
Financial Services Corporation          Insurance Company
GE Financial Assurance                  SII Investments, Inc.
GE Life & Annuity                       Signator Investors, Inc.
Genworth Financial, Inc.                Sorrento Pacific Financial LLC
GlenBrook Life & Annuity Company        Sun Life Assurance Company of Canada
                                        Sun Life Insurance & Annuity Company
Great West Life & Annuity Company       of New York
GWFS Equities, Inc.                     Sun Life Annuity Company Ltd.
Hartford Life Insurance Company         SunTrust Bank
HD Vest Investment Services, Inc.       SunTrust Securities, Inc.
Hewitt Associates LLC                   Thrivent Financial Services, Inc.
IFMG Securities, Inc.                   Towers Square Securities, Inc.
ING Financial Advisers LLC              Travelers Life & Annuity Company
ING Financial Partners, Inc.            UBS Financial Services, Inc.
Invest Financial Corporation            Union Central Life Insurance Company
                                        United Planners Financial Services of
Investment Centers of America, Inc.     America
Jefferson Pilot Life Insurance Company  Wachovia Securities, Inc.
Jefferson Pilot Securities Corporation  Walnut Street Securities, Inc.
John Hancock Life Insurance Company     Waterstone Financial Group
JP Morgan Securities, Inc.              Wells Fargo Investments
Kemper Investors Life Insurance Company Wescom Financial Services


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


        For the year ended December 31,
  2007, the following firms, which in
  some cases are broker-dealers,
  received payments from the Manager,
  Distributor or Sub-Distributor for
  administrative or other services
  provided (other than revenue sharing
  arrangements), as described above:

  1st Global Capital Co.                  Lincoln Investment Planning, Inc.

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

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




Performance of the Trust

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

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

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

o    Yields and total returns measure the performance of a hypothetical  account
     in the Trust over various  periods and do not show the  performance of each
     shareholder's  account. Your account's performance will vary from the model
     performance data if your dividends are received in cash, or you buy or sell
     shares  during the period,  or you bought  your shares at a different  time
     than the shares used in the model.

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

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

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

o    Yields and total  returns  for any given past period  represent  historical
     performance  information  and are not,  and  should  not be  considered,  a
     prediction of future yields or returns.

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

     The compounded effective yield for a seven-day period is calculated by\

     (1) adding 1 to the base period return (obtained as described above),

     (2) raising the sum to a power equal to 365 divided by 7, and

     (3) subtracting 1 from the result.

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

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

     The  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 invesment, acording 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   (41.05% Combined State and     Average Annual Total
  Yield     Effective     Federal Tax Brackets)              Returns

(7 days       Yield                                        (at 6/30/08)

ended        (7 days

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

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

                          6/30/08)       (7 days

                                          ended

                                         6/30/08)

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

  0.84%       0.85%         1.42%         1.44%      2.22%    1.74%    1.79%

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



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

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

From  time to time  the  Trust  may  include  in its  advertisements  and  sales
literature the total return  performance of a  hypothetical  investment  account
that  includes  shares of the Trust and other  Oppenheimer  funds.  The combined
account may be part of an illustration of an asset  allocation  model or similar
presentation.  The account  performance may combine total return  performance of
the Trust and the total return  performance of other  Oppenheimer funds included
in the account. Additionally,  from time to time, the Trust's advertisements and
sales  literature  may  include,  for  illustrative  or  comparative   purposes,
statistical  data or other  information  about  general or  specific  market and
economic conditions. That may include, for example,

o     information about the performance of certain securities or commodities
            markets or segments of those markets,
o     information about the performance of the economies of particular
            countries or regions,
o     the earnings of companies included in segments of particular
            industries, sectors, securities markets, countries or
            regions,
o     the availability of different types of securities or offerings of
            securities,
o     information relating to the gross national or gross domestic product of
            the United States or other countries or regions,
o     comparisons of various market sectors or indices to demonstrate
            performance, risk, or other characteristics of the Trust.

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

How to Buy Shares


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


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

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

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

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

How to Sell Shares

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

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

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

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

How to Exchange Shares


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

     The Trust may amend,  suspend or terminate  the  exchange  privilege at any
time.  Although the Trust may impose those  changes at any time, it will provide
you with  notice of the changes  whenever it is required to do so by  applicable
law. It may be required to provide 60 days' notice prior to materially  amending
or terminating the exchange privilege, except in extraordinary circumstances.


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


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


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

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

 Dividends and Taxes

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


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


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

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

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


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

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


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

|X|  Taxation of Trust  Distributions.  The Trust  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.

     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  California
corporate income and franchise taxes. It will also be qualified under California
law to pay  exempt  interest  dividends  that  will be  exempt  from  California
personal  income  tax.  That  exemption  applies to the extent  that the Trust's
distributions  are attributable to interest on California  municipal  securities
and qualifying  obligations of the United States government,  if at least 50% of
the Trust's assets are invested in such obligations at the close of each quarter
in its tax year.  Distributions  from the  Trust  attributable  to  income  from
sources  other  than  California   municipal   securities  and  U.S.  government
obligations  will  generally  be subject to  California  income tax as  ordinary
income.

     Distributions by the Trust from investment  income and long- and short-term
capital  gains  will  generally  not  be  excludable   from  taxable  income  in
determining  California  corporate  franchise  tax or income  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 California
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).  Any tax withheld by the
Trust is remitted by the Trust to the U.S. Treasury and is identified in reports
mailed to shareholders in January of each year with a copy sent to the IRS.

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

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

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

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

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

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

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

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

 Additional Information About the Trust

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

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

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


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

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

     We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
The Trust is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Trust's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of June 30, 2008, by correspondence with the custodian
and brokers; where replies were not received from brokers, we performed other
auditing procedures. We believe that our audits provide a reasonable basis for
our opinion.

     In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of the
Trust as of June 30, 2008, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended, in conformity with accounting principles generally accepted
in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado
August 8, 2008


STATEMENT OF INVESTMENTS June 30, 2008

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
SHORT-TERM TAX-EXEMPT OBLIGATIONS--98.4%
CALIFORNIA--94.2%
Alameda, CA PFAU RRB, Alameda Point Improvement Project,
   Series 2003A, 1.53%(1)                                               $ 1,000,000   $    1,000,000
CA ABAG FAU for Nonprofit Corps RB, YMCA San Francisco, Series B,
   1.35%(1)                                                               1,400,000        1,400,000
CA Department of Water Resources Power Supply RRB, Subseries 2005
   F-1, 1.60%(1)                                                            750,000          750,000
CA Dept. of Water Resources Power Supply RB, Series C-9, 1.26%(1)         1,300,000        1,300,000
CA EDLFA Pepperdine University RRB, Eclipse Funding Trust Solar
   Eclipse Certificates-Series 2006-0065, 1.53%(1, 2)                     2,200,000        2,200,000
CA EDLFA RB, University of San Francisco, Series 2003, 1.30%(1)           1,250,000        1,250,000
CA Enterprise DAU RB, Sconza Candy Co. Project, Series A, 1.70%(1)        3,000,000        3,000,000
CA GOUN, MSTFC Series 2178, 1.57%(1, 2)                                   6,091,000        6,091,000
CA GOUN, SPEARS Deutsche Bank/Lifers Trust-Series DBE-637,
   1.62%(1, 2)                                                           13,000,000       13,000,000
CA GOUN, SPEARS Deutsche Bank/Lifers Trust-Series DBE-648,
   1.62%(1, 2)                                                            3,510,000        3,510,000
CA I&E Development Bank IDV RRB, Lance Camper Manufacturing Corp.,
   Series 2000A, 1.75%(1)                                                 2,000,000        2,000,000
CA I&E Development Bank RB, Starter & Alternator Project, Series
   1999, 1.69%(1)                                                         3,900,000        3,900,000
CA Municipal FAU MH RB, PTTR, Series 2410, 1.70%(1, 2)                    1,100,000        1,100,000
CA PCFAU SWD RB, AVI-PGS Project, Series 2008A, 1.70%(1)                  2,815,000        2,815,000
CA PCFAU SWD RB, Garaventa Enterprises, Inc., Series 2008A, 1.70%(1)      1,000,000        1,000,000
CA PCFAU SWD RB, Garden City Sanitation, Series A, 1.75%(1)               2,615,000        2,615,000
CA PCFAU SWD RB, George Borba & Son Dairy Project, 1.71%(1)               3,800,000        3,800,000
CA PCFAU SWD RB, Greenwaste Recovery, Inc. Project, Series 2007A,
   1.75%(1)                                                               3,190,000        3,190,000
CA PCFAU SWD RB, Greenwaste Recovery, Inc. Project, Series A,
   1.75%(1)                                                               1,680,000        1,680,000
CA PCFAU SWD RB, Marin San Services Project, Series A, 1.75%(1)           1,300,000        1,300,000
CA PCFAU SWD RB, Penas Disposal, Inc. Project, Series A, 1.75%(1)         1,255,000        1,255,000
CA PCFAU SWD RB, Sunset Waste Paper, Inc. Project, 1.75%(1)               2,750,000        2,750,000
CA PCFAU SWD RB, Sunset Waste Paper, Inc. Project, Series A, 1.75%(1)     1,905,000        1,905,000
CA PCFAU SWD RB, Vanderham/J&D Wilson Dairy Project, Series 2004,
   1.71%(1)                                                               2,500,000        2,500,000
CA RB, SPEARS Deutsche Bank/Lifers Trust-Series DB-477, 1.62%(1, 2)       6,025,000        6,025,000
CA REF GOUN, P-Floats Series PT-4166, 1.57%(1, 2)                         4,980,000        4,980,000
CA REF GOUN, Series 2004 A-6, 1.20%(1, 3)                                 1,840,000        1,840,000
CA REF GOUN, Series 2004 B-2, 1.45%(1)                                    2,100,000        2,100,000
CA REF GOUN, Series 2004 B-4, 1.20%(1)                                    3,950,000        3,950,000
CA SCDAU MH RB, PTTR, Series 2681, 1.80%(1, 2)                              500,000          500,000
CA SCDAU MH RB, Reset Option Certificates II-R Trust-Series 779CE,
   1.77%(1, 2)                                                            4,520,000        4,520,000


                   CENTENNIAL CALIFORNIA TAX EXEMPT TRUST


STATEMENT OF INVESTMENTS Continued

                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
CALIFORNIA Continued
CA SCDAU MH RRB, PTTR, IAC Project, Series 2680, 1.65%(1, 2)            $10,000,000   $   10,000,000
CA SCDAU RB, House Ear Institute Project, Series 2007, 1.65%(1)           7,910,000        7,910,000
CA SCDAU RRB, Archer School for Girls, Inc., Series 05, 1.50%(1)            775,000          775,000
East Bay, CA MUD WS RRB, Subseries B, 1.23%(1)                           11,400,000       11,400,000
Foothill-De Anza, CA Community College District GOUN, Series 1844,
   1.61%(1, 2)                                                            4,950,000        4,950,000
Foothill/Eastern Corridor Agency, CA Toll Road RB, Sr. Lien,
   Series A, 7.05%, 1/1/09                                                5,000,000        5,100,777
Grant, CA Joint Union High School District COP, School Facility
   Bridge Funding Program, 1.70%(1)                                       5,000,000        5,000,000
Hacienda La Puente, CA USD REF GOUN, P-Floats Series PT-2877,
   1.53%(1, 2)                                                            4,400,000        4,400,000
Hayward, CA HAU MH RRB, Barrington Hill Apts. Project, Series 1995A,
   1.32%(1)                                                               1,700,000        1,700,000
Hesperia, CA USD COP, Interim School Facilities Funding Program,
   Series 2004, 1.60%(1)                                                  1,000,000        1,000,000
Irvine, CA Public Facilities & Infrastructure Authority Lease RB,
   Capital Improvement Projects, 1.31%(1)                                 1,140,000        1,140,000
Irvine, CA USD SPTX Bonds, Austin Trust Certificates-Series BOA 315,
   1.62%(1, 2)                                                            6,000,000        6,000,000
Loma Linda, CA Hospital RB, Loma Linda University Medical Center,
   1.20%(1, 3)                                                            4,700,000        4,700,000
Los Angeles Cnty., CA MTAU Proposal A Sales Tax RRB, Series 03, 3%,
   7/1/08                                                                 2,315,000        2,315,000
Los Angeles Cnty., CA MTAU Proposal C Sales Tax RB, Series A, 1.40%,
   8/14/08                                                                2,500,000        2,500,000
Los Angeles, CA Municipal Improvement Corp. RB, Series A-1&2, 1.42%,
   7/3/08                                                                 1,200,000        1,200,000
Los Angeles, CA Municipal Improvement Corp. RB, Series A-1&2, 1.50%,
   9/10/08                                                                1,000,000        1,000,000
Los Angeles, CA Municipal Improvement Corp. RB, Series A-1&2, 1.52%,
   10/9/08                                                                1,000,000        1,000,000
Los Angeles, CA Municipal Improvement Corp. RB, Series A-1&2, 1.60%,
   11/3/08                                                                1,750,000        1,750,000
Los Angeles, CA Municipal Improvement Corp. RB, Series A-1&2, 1.60%,
   11/21/08                                                               2,000,000        2,000,000
Los Angeles, CA Wastewater System RB, Reset Option Certificates II-R
   Trust-Series 10270, 1.54%(1, 2)                                        1,000,000        1,000,000
Pasadena, CA REF COP, Series A, 1.35%(1)                                  1,535,000        1,535,000
Roseville, CA Joint Union High SDI COP, Series 2003, 1.60%(1)             1,165,000        1,165,000
Sacramento Cnty., CA HAU MH RB, Reset Option Certificates II-R
   Trust-Series 10010CE, 1.70%(1, 2)                                      3,000,000        3,000,000
Sacramento Cnty., CA HAU MH RB, Reset Option Certificates II-R
   Trust-Series 823CE, 1.67%(1, 2)                                        1,080,000        1,080,000
Sacramento, CA MUD RB, Series J, 1.35%, 8/8/08                            4,000,000        4,000,000


                   CENTENNIAL CALIFORNIA TAX EXEMPT TRUST


                                                                         PRINCIPAL
                                                                           AMOUNT          VALUE
                                                                        -----------   --------------
CALIFORNIA Continued
San Bernardino Cnty., CA MH HAU RRB, Somerset Apts.-A, 1.31%(1)         $   795,000   $      795,000
San Diego Cnty., CA COP, Sidney Kimmel Cancer Center, 1.35%(1)              845,000          845,000
San Diego, CA PFFAU Water RB, PTTR, Series 2595, 1.55%(1, 2)              6,240,000        6,240,000
San Francisco City & Cnty., CA PUC Wastewater RB, 1.05%, 8/11/08          2,500,000        2,500,000
San Francisco City & Cnty., CA PUC Wastewater RB, 1.50%, 9/3/08           2,000,000        2,000,000
San Francisco, CA City & Cnty. MH RB, Geary Court, Goldman Sachs Pool
   Trust-Series 2007-124G, 1.55%(1, 2)                                    9,500,000        9,500,000
San Francisco, CA City & Cnty., RA RB, CFD No. 4, 1.50%(1)                  650,000          650,000
San Joaquin, CA Transportation Authority Sales Tax RB, 0.70%, 8/12/08     2,500,000        2,500,000
Turlock, CA Irrigation District RB, Series A, 1.20%, 7/10/08              1,000,000        1,000,000
Vacaville, CA USD GOUN, Eclipse Funding Trust Solar Eclipse
   Certificates-Series 2007-0079, 1.53%(1, 2)                            10,300,000       10,300,000
Vallejo, CA HAU MH RRB, Fountain Plaza Hills Apts., 1.70%(1)              2,435,000        2,435,000
Victorville, CA Joint Powers FAU Lease RRB, CoGeneration Facilities,
   Series 2007A, 1.50%(1)                                                11,000,000       11,000,000
Yosemite, CA Community College District GOUN,
   Reset Option Certificates II-R Trust-Series 11385, 1.55%(1, 2)         1,000,000        1,000,000
Yosemite, CA Community College District GOUN,
   Reset Option Certificates II-R Trust-Series 12225, 1.55%(1, 2)         1,500,000        1,500,000
                                                                                      --------------
                                                                                         229,111,777

U.S. POSSESSIONS--4.2%
Puerto Rico CMWLTH HTAU RRB, Dexia Credit Local Certificates
   Trust-Series 2008-008, 1.55%(1, 2)                                        35,000           35,000
Puerto Rico Electric PAU RRB, Dexia Credit Local Certificates
   Trust-Series 2008-013, 1.55%(1, 2)                                     7,050,000        7,050,000
Puerto Rico EPAU RRB, Municipal Trust Securities, Series 2006,
   1.57%(1, 2)                                                            2,000,000        2,000,000
Puerto Rico Sales Tax Finance Corp. RRB, SPEARS Deutsche
   Bank/Lifers Trust-Series DBE-627A, 1.55%(1, 2)                         1,295,000        1,295,000
                                                                                      --------------
                                                                                          10,380,000

TOTAL INVESTMENTS, AT VALUE (COST $239,491,777)                                98.4%     239,491,777
OTHER ASSETS NET OF LIABILITIES                                                 1.6        3,802,130
                                                                        -----------   --------------
NET ASSETS                                                                    100.0%  $  243,293,907
                                                                        ===========   ==============

INDUSTRY CLASSIFICATIONS ARE UNAUDITED.


                   CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

STATEMENT OF INVESTMENTS Continued

FOOTNOTES TO STATEMENT OF INVESTMENTS

TO SIMPLIFY THE LISTINGS OF SECURITIES, ABBREVIATIONS ARE USED PER THE TABLE
BELOW:

ABAG       Association of Bay Area Governments
CFD        Community Facilities District
CMWLTH     Commonwealth
COP        Certificates of Participation
DAU        Development Authority
EDLFA      Educational Facilities Authority
EPAU       Electric Power Authority
FAU        Finance Authority
GOUN       General Obligation Unlimited Nts.
HAU        Housing Authority
HTAU       Highway & Transportation Authority
I&E        Infrastructure and Economic
IDV        Industrial Development
MH         Multifamily Housing
MSTFC      Morgan Stanley & Co., Inc. Trust Floater Certificates
MTAU       Metropolitan Transportation Authority
MUD        Municipal Utility District
P-Floats   Puttable Floating Option Tax Exempt Receipts
PAU        Power Authority
PCFAU      Pollution Control Finance Authority
PFAU       Public Finance Authority
PFFAU      Public Facilities Finance Authority
PTTR       Puttable Tax Exempt Receipts
PUC        Public Utilities Commission
RA         Redevelopment Agency/Authority
RB         Revenue Bonds
REF        Refunding
RRB        Revenue Refunding Bonds
SCDAU      Statewide Communities Development Authority
SDI        School District
SPEARS     Short Puttable Exempt Adjustable Receipts
SPTX       Special Tax
SWD        Solid Waste Disposal
USD        Unified School District
WS         Water System
YMCA       Young Men's Christian Assoc.

(1.) Floating or variable rate obligation maturing in more than one year. The
     interest rate, which is based on specific, or an index of, market interest
     rates, is subject to change periodically and is the effective rate on June
     30, 2008. This instrument has a demand feature which allows, on up to 30
     days' notice, the recovery of principal at any time, or at specified
     intervals not exceeding one year.

(2.) Represents securities sold under Rule 144A, which are exempt from
     registration under the Securities Act of 1933, as amended. These securities
     have been determined to be liquid under guidelines established by the Board
     of Trustees. These securities amount to $111,276,000 or 45.74% of the
     Trust's net assets as of June 30, 2008.

(3.) When-issued security or delayed delivery to be delivered and settled after
     June 30, 2008. See Note 1 of accompanying Notes.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                    CENTENNIAL CALIFORNIA TAX EXEMPT TRUST


STATEMENT OF ASSETS AND LIABILITIES June 30, 2008

ASSETS
Investments, at value (cost $239,491,777)--see accompanying
statement of investments                                            $239,491,777
Cash                                                                  10,677,539
Receivables and other assets:
Investments sold on a when-issued or delayed delivery basis            2,635,000
Interest                                                                 925,144
Other                                                                     11,519
                                                                    ------------
Total assets                                                         253,740,979

LIABILITIES
Payables and other liabilities:
Investments purchased (including $1,840,000 purchased on a
   when-issued or delayed delivery basis)                             10,186,553
Distribution and service plan fees                                       121,715
Shareholder communications                                                47,103
Dividends                                                                 45,938
Trustees' compensation                                                     4,757
Transfer and shareholder servicing agent fees                              3,858
Other                                                                     37,148
                                                                    ------------
Total liabilities                                                     10,447,072

NET ASSETS                                                          $243,293,907
                                                                    ============
COMPOSITION OF NET ASSETS
Paid-in capital                                                     $243,282,045
Accumulated net realized gain on investments                              11,862
                                                                    ------------
NET ASSETS--applicable to 243,263,322 shares of beneficial
   interest outstanding                                             $243,293,907
                                                                    ============
NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING
   PRICE PER SHARE                                                  $       1.00

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                    CENTENNIAL CALIFORNIA TAX EXEMPT TRUST


STATEMENT OF OPERATIONS For the Year Ended June 30, 2008

INVESTMENT INCOME
Interest                                                             $6,078,526

EXPENSES
Management fees                                                       1,058,119
Service plan fees                                                       423,308
Shareholder communications                                               57,256
Transfer and shareholder servicing agent fees                            51,095
Trustees' compensation                                                    7,441
Administration service fees                                               1,500
Custodian fees and expenses                                               1,095
Other                                                                    54,679
                                                                     ----------
Total expenses                                                        1,654,493
Less reduction to custodian expenses                                        (77)
Less waivers and reimbursements of expenses                             (13,204)
                                                                     ----------
Net expenses                                                          1,641,212

NET INVESTMENT INCOME                                                 4,437,314
NET REALIZED GAIN ON INVESTMENTS                                         30,772
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                 $4,468,086
                                                                     ==========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                    CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED JUNE 30,                                   2008           2007
- -------------------                               ------------   ------------
OPERATIONS
Net investment income                             $  4,437,314   $  5,411,827
Net realized gain                                       30,772         75,428
                                                  ------------   ------------
Net increase in net assets resulting from
   operations                                        4,468,086      5,487,255

DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income                (4,437,314)    (5,411,827)
Distributions from net realized gain                   (64,816)       (63,507)

BENEFICIAL INTEREST TRANSACTIONS
Net increase (decrease) in net assets resulting
from beneficial interest transactions               63,943,206     (2,691,893)

NET ASSETS
Total increase (decrease)                           63,909,162     (2,679,972)
Beginning of period                                179,384,745    182,064,717
                                                  ------------   ------------
End of period                                     $243,293,907   $179,384,745
                                                  ============   ============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                    CENTENNIAL CALIFORNIA TAX EXEMPT TRUST


FINANCIAL HIGHLIGHTS

YEAR ENDED JUNE 30,                                      2008            2007         2006         2005         2004
- -------------------                                    --------        --------     --------     --------     --------
PER SHARE OPERATING DATA
Net asset value, beginning of period                   $   1.00        $   1.00     $   1.00     $   1.00     $   1.00
Income from investment operations--net
   investment income and net realized gain                  .02(1)          .03(1)       .02(1)       .01(1)        --(2)
                                                       --------        --------     --------     --------     --------
Dividends and/or distributions to shareholders:
Dividends from net investment income                       (.02)           (.03)        (.02)        (.01)          --(2)
Distributions from net realized gain                         --(2)           --(2)        --           --           --
                                                       --------        --------     --------     --------     --------
Total dividends and/or distributions to shareholders       (.02)           (.03)        (.02)        (.01)          --(2)
                                                       --------        --------     --------     --------     --------
Net asset value, end of period                         $   1.00        $   1.00     $   1.00     $   1.00     $   1.00
                                                       ========        ========     ========     ========     ========
TOTAL RETURN(3)                                            2.22%           2.91%        2.27%        1.13%        0.21%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands)               $243,294        $179,385     $182,065     $165,862     $139,892
Average net assets (in thousands)                      $211,565        $190,423     $184,956     $148,312     $149,559
Ratios to average net assets:(4)
Net investment income                                      2.10%           2.84%        2.25%        1.11%        0.21%
Total expenses                                             0.78%(5,6)      0.77%(5)     0.76%(6)     0.77%(5)     0.78%(5,6)

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

(2.) Less than $0.005 per share.

(3.) Assumes an investment on the business day before the first day of the
     fiscal period, with all dividends and distributions reinvested in
     additional shares on the reinvestment date, and redemption at the net asset
     value calculated on the last business day of the fiscal period. Total
     returns are not annualized for periods less than one full year. Returns do
     not reflect the deduction of taxes that a shareholder would pay on trust
     distributions or the redemption of trust shares.

(4.) Annualized for periods less than one full year.

(5.) Reduction to custodian expenses less than 0.005%.

(6.) Reimbursement of expenses less than 0.005%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                    CENTENNIAL CALIFORNIA TAX EXEMPT TRUST


NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Centennial California Tax Exempt Trust (the "Trust") is registered under the
Investment Company Act of 1940, as amended, as a non-diversified, open-end
management investment company. The Trust's investment objective is to seek the
maximum current interest income exempt from federal and California personal
income taxes for individual investors as is consistent with the preservation of
capital. The Trust's investment adviser is Centennial Asset Management
Corporation (the "Manager"), a subsidiary of OppenheimerFunds, Inc. ("OFI").

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

SECURITIES VALUATION. The net asset value of shares of the Trust is normally
determined twice each day, at Noon Eastern time and at 4:00 P.M. Eastern time on
each day the New York Stock Exchange (the "Exchange") is open for trading.
Securities are valued at cost adjusted by the amortization of discount or
premium to maturity (amortized cost), which approximates market value. If
amortized cost is determined not to approximate market value, the fair value of
the portfolio securities will be determined under procedures approved by the
Trust's Board of Trustees.

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

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


                       WHEN-ISSUED OR DELAYED DELIVERY
                                    BASIS TRANSACTIONS
                       -------------------------------
Purchased securities              $1,840,000
Sold securities                    2,635,000


                  CENTENNIAL CALIFORNIA TAX EXEMPT TRUST


NOTES TO FINANCIAL STATEMENTS Continued

1. SIGNIFICANT ACCOUNTING POLICIES Continued

CONCENTRATION RISK. There are certain risks arising from geographic
concentration in any state. Certain economic, regulatory or political
developments occurring in the state may impair the ability of certain issuers of
municipal securities to pay principal and interest on their obligations.

FEDERAL TAXES. The Trust intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income to shareholders.
Therefore, no federal income or excise tax provision is required. The Trust
files income tax returns in U.S. federal and applicable state jurisdictions. The
statute of limitations on the Trust's tax return filings generally remain open
for the three preceding fiscal reporting period ends.

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

UNDISTRIBUTED NET    UNDISTRIBUTED     ACCUMULATED LOSS
INVESTMENT INCOME   LONG-TERM GAINS   CARRYFORWARD(1, 2)
- -----------------   ---------------   ------------------
$75,448                  $3,550              $--

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

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

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

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

                                   YEAR ENDED      YEAR ENDED
                                 JUNE 30, 2008   JUNE 30, 2007
                                 -------------   -------------
Distributions paid from:
Ordinary income                    $   27,181      $5,411,827
Exempt-interest distributions       4,437,314          15,396
Long-term capital gain                 37,635          48,111
                                   ----------      ----------
Total                              $4,502,130      $5,475,334
                                   ==========      ==========

TRUSTEES' COMPENSATION. The Board of Trustees has adopted a compensation
deferral plan for independent trustees that enables trustees to elect to defer
receipt of all or a portion of the annual compensation they are entitled to
receive from the Trust. For purposes of determining the amount owed to the
Trustee under the plan, deferred amounts


                   CENTENNIAL CALIFORNIA TAX EXEMPT TRUST


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

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations and
may differ from U.S. generally accepted accounting principles, are recorded on
the ex-dividend date. Income distributions, if any, are declared daily and paid
monthly. Capital gain distributions, if any, are declared and paid annually but
may be paid at other times to maintain the net asset value per share at $1.00.

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

CUSTODIAN FEES. "Custodian fees and expenses" in the Statement of Operations may
include interest expense incurred by the Trust on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Trust pays
interest to its custodian on such cash overdrafts, to the extent they are not
offset by positive cash balances maintained by the Trust, at a rate equal to the
Federal Funds Rate plus 0.50%. The "Reduction to custodian expenses" line item,
if applicable, represents earnings on cash balances maintained by the Trust
during the period. Such interest expense and other custodian fees may be paid
with these earnings.

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

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


                   CENTENNIAL CALIFORNIA TAX EXEMPT TRUST


NOTES TO FINANCIAL STATEMENTS Continued

1. SIGNIFICANT ACCOUNTING POLICIES Continued

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

2. SHARES OF BENEFICIAL INTEREST

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

                             YEAR ENDED JUNE 30, 2008       YEAR ENDED JUNE 30, 2007
                           ----------------------------   ----------------------------
                              SHARES          AMOUNT         SHARES          AMOUNT
                           ------------   -------------   ------------   -------------
Sold                        777,683,703   $ 777,683,703    592,354,857   $ 592,354,857
Dividends and/or
   distributions
   reinvested                 4,369,292       4,369,292      5,298,759       5,298,759
Redeemed                   (718,109,789)   (718,109,789)  (600,345,509)   (600,345,509)
                           ------------   -------------   ------------   -------------
Net increase (decrease)      63,943,206   $  63,943,206     (2,691,893)  $  (2,691,893)
                           ============   =============   ============   =============

3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

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

FEE SCHEDULE
- ------------------
Up to $250 million   0.500%
Next $250 million    0.475
Next $250 million    0.450
Next $250 million    0.425
Over $1 billion      0.400

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

TRANSFER AGENT FEES. Shareholder Services, Inc. ("SSI") acts as the transfer and
shareholder servicing agent for the Trust. The Trust pays SSI a per account fee.
For the year ended June 30, 2008, the Trust paid $50,704 to SSI for services to
the Trust.

SERVICE PLAN (12B-1) FEES. The Trust has adopted a Service Plan (the "Plan"). It
reimburses Centennial Asset Management Corporation (the "Distributor"), for a
portion of its costs incurred for services provided to accounts that hold shares
of the Trust. Reimbursement is made periodically depending on asset size, at an
annual rate of up to 0.20% of the average annual net assets of the Trust. The
Distributor currently uses all of those fees (together with significant amounts
from the Manager's own resources) to pay


                   CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

dealers, brokers, banks and other financial institutions periodically for
providing personal service and maintenance of accounts of their customers that
hold shares of the Trust. Fees incurred by the Trust under the Plan are detailed
in the Statement of Operations.

WAIVERS AND REIMBURSEMENTS OF EXPENSES. 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. 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. During the year ended June 30, 2008, the
Manager waived $13,204. The Manager reserves the right to amend or terminate
either voluntary expense assumption at any time.

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

4. RECENT ACCOUNTING PRONOUNCEMENTS

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

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


                   CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

               Appendix A

    Description of Securities Ratings

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

 SHORT TERM DEBT RATINGS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


 Fitch, Inc. ("Fitch")

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

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

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

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

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

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

 LONG TERM DEBT RATINGS.

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

 Moody's

Bonds (including municipal bonds) are rated as follows:

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

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

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



 Standard and Poor's

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

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

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


 Fitch

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

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

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











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

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

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

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

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

 Independent      Registered      Public

 Accounting Firm
 KPMG LLP
 707 Seventeenth Street
 Denver, Colorado 80202

 Legal Counsel

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



 PX0180.001. 1008.







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

                    CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION


Item 23.  Exhibits

(a)   (i)  Declaration  of Trust dated August 7, 1989:  Previously  filed with
Registrant's  Initial  Registration  Statement  (8/11/89),  and  refiled  with
Registrant's  Post-Effective Amendment No. 6 (10/27/94),  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.  16
(10/25/01), and incorporated herein by reference.

      (iii)  Amendment  No. 2 to the  Declaration  of Trust  dated  August 27,
2002:  Previously  filed with  Registrant's  Post  Effective  Amendment No. 17
(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. 16  (10/25/01),  and
incorporated herein by reference.

(c)   Specimen Share  Certificate:  Previously  filed with  Registrant's  Post
Effective Amendment No. 16 (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. 2  (10/29/90),  refiled with
Registrant's  Post-Effective Amendment No. 6 (10/27/94),  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. 5 (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.  5
      (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),   refiled  with  Registrant's
      Post-Effective  Amendment  No.  6  (10/27/94),  pursuant  to Item 102 of
      Regulation S-T, and incorporated herein by reference.


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


(g)   (i) Global Custodial  Services Agreement dated July 15, 2003, as amended
on July 26, 2007 between Registrant and Citibank,  N.A.: Previously filed with
Post-Effective  Amendment No. 1 to the  Registration  Statement of Oppenheimer
Rochester  Arizona  Municipal  Fund  (Reg.  No.  333-132778),   07/27/07,  and
incorporated herein by reference.

(h)   Not applicable.

(i)   Opinion and  Consent of Counsel  dated  February  20,  1990:  Previously
filed with Registrant's Pre-Effective Amendment No. 2 (2/22/90),  refiled with
Registrant's  Post-Effective Amendment No. 6 (10/27/94),  pursuant to Item 102
of Regulation S-T and incorporated herein by reference.

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

(k)   Not applicable.

(l)   Investment  letter  from  Centennial  Asset  Management  Corporation  to
Registrant   dated  May  8,   1990:   Previously   filed   with   Registrant's
Pre-Effective  Amendment  No.  3  (5/17/90),  and  refiled  with  Registrant's
Post-Effective  Amendment No. 6, (10/27/94) 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. 5,  (10/28/93),  and
incorporated herein by reference.

(n)   Not applicable.


(o)         Powers of Attorney dated August 20, 2008 for all
Trustees/Directors and Officers: Previously filed with the Initial
Registration Statement of Oppenheimer Master Event-Linked Bond Fund, LLC
(File No. 811-22207), (5/21/08), and incorporated herein by reference.


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


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

None.

Item 25.  Indemnification

Reference is made to the provisions of Article 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
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Timothy Abbuhl,              Vice President of OppenheimerFunds, Inc. and
Treasurer                    OppenheimerFunds Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Agan,                 Senior Vice President of OppenheimerFunds, Inc.,
Vice President               Shareholder Financial Services, Inc. and
                             Shareholders Services, Inc.; Vice President of
                             OppenheimerFunds Distributor, Inc. and OFI Private
                             Investments, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Carl Algermissen,            Vice President and Associate Counsel of
Assistant Secretary          OppenheimerFunds, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Janette Aprilante,           Vice President and Secretary of OppenheimerFunds,
Secretary                    Inc. Secretary (since December 2001) of:
                             OppenheimerFunds Distributor, Inc., HarbourView
                             Asset Management Corporation (since June 2003),
                             Oppenheimer Real Asset Management, Inc.,
                             Shareholder Financial Services, Inc., Shareholder
                             Services, Inc., Trinity Investment Management
                             Corporation (since January 2005), OppenheimerFunds
                             Legacy Program, OFI Private Investments, Inc.
                             (since June 2003) and OFI Institutional Asset
                             Management, Inc. (since June 2003). Assistant
                             Secretary of OFI Trust Company (since December
                             2001).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Susan Cornwell,              Senior Vice President of OppenheimerFunds, Inc.,
Vice President               Shareholder Financial Services, Inc. and
                             Shareholder Services, Inc.; Vice President of
                             OppenheimerFunds Distributor, Inc. and
                             OppenheimerFunds Legacy Program.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

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

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

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

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

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark S. Vandehey,            Senior Vice President and Chief Compliance Officer
Vice President & Chief       of OppenheimerFunds, Inc.; Vice President and
Compliance Officer           Chief Compliance Officer of OppenheimerFunds
                             Distributor, Inc. and Shareholder Services, Inc.;
                             Chief Compliance Officer of HarbourView Asset
                             Management Corporation, Real Asset Management,
                             Inc., Shareholder Financial Services, Inc.,
                             Trinity Investment Management Corporation,
                             OppenheimerFunds Legacy Program, OFI Private
                             Investments Inc. and OFI Trust Company and OFI
                             Institutional Asset Management, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Carol E. Wolf,               Senior Vice President of OppenheimerFunds, Inc.
Vice President               and of HarbourView Asset Management Corporation;
                             serves on the Board of the Colorado Ballet.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert G. Zack               Executive Vice President and General Counsel of
General Counsel,             OppenheimerFunds, Inc.; General Counsel and
                             Director of OppenheimerFunds Distributor, Inc.;
                             Senior Vice President and General Counsel of
                             HarbourView Asset Management Corporation and OFI
                             Institutional Asset Management, Inc.; Senior Vice
                             President, General Counsel and Director of
                             Shareholder Financial Services, Inc., Shareholder
                             Services, Inc., OFI Private Investments, Inc. and
                             OFI Trust Company; Director and Assistant
                             Secretary of OppenheimerFunds International Ltd
                             and OppenheimerFunds plc; Secretary and General
                             Counsel of Oppenheimer Acquisition Corp.; Director
                             of Oppenheimer Real Asset Management, Inc. and
                             OppenheimerFunds (Asia) Limited); Vice President
                             of OppenheimerFunds Legacy Program.
- ---------------------------------------------------------------------------------



The Oppenheimer Funds include the following:

Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
Oppenheimer Absolute Return Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer Baring China Fund
Oppenheimer Baring Japan Fund
Oppenheimer Baring SMA International Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Commodity Strategy Total Return Fund
Oppenheimer Convertible Securities Fund (a series of Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Dividend Growth Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Equity Fund, Inc.

Oppenheimer Equity Income Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Global Value Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer International Bond Fund
Oppenheimer Institutional Money Market Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal
Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer Master Event-Linked Bond Fund, LLC
Oppenheimer Master International Value Fund, LLC
Oppenheimer Master Loan Fund, LLC
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-State Municipal Trust (3 series):

     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
     Conservative Investor Fund
     Moderate Investor Fund
     Active Allocation Fund
     Equity Investor Fund

Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer
Principal

     Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer
Principal
     Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer
Principal
     Protected Trust III)
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small- & Mid-Cap Value Fund
Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Real Estate Fund
Oppenheimer Rising Dividends Fund, Inc.
Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (1 series):

   Oppenheimer Value Fund
Oppenheimer SMA Core Bond Fund
Oppenheimer SMA International Bond Fund
Oppenheimer Strategic Income Fund
Oppenheimer Transition 2010 Fund
Oppenheimer Transition 2015 Fund
Oppenheimer Transition 2020 Fund
Oppenheimer Transition 2025 Fund
Oppenheimer Transition 2030 Fund
Oppenheimer Transition 2040 Fund
Oppenheimer Transition 2050 Fund
Oppenheimer U.S. Government Trust

Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Balanced Fund/VA
     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Core Bond Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer MidCap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Government Securities Portfolio
     Growth Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

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

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

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


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


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

The address of  OppenheimerFunds  International  Distributor  Limited is Suite
1601, Central Tower, 28 Queen's Road Central, Hong Kong.


Item 27.  Principal Underwriter

(a)   Centennial Asset Management Corporation is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which Centennial Asset
Management Corporation is the investment adviser, as described in Part A and
B of this Registration Statement and listed in Item 26(b) above.

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

- ---------------------------------------------------------------------------------
Name & Principal                                          Position(s) and
Business Address     Position(s) & Office(s) with         Office(s)
                     Underwriter                          with Registrant
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Timothy Abbuhl(2)    Treasurer                            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Agan(2)       Vice President                       None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Carl Algermissen(2)  Assistant Secretary                  None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Janette Aprilante(1) Secretary                            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Susan Cornwell(2)    Vice President                       None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Kristie Feinberg     Assistant Treasurer                  None

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen T. Ives(2)  Assistant Secretary                  Assistant Secretary
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard Knott(1)     Executive Vice President & Director  None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David Robertson(1)   President & Director                 None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

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

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Carol E. Wolf(2)     Vice President                       None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert G. Zack(1)    General Counsel                      Secretary
- ---------------------------------------------------------------------------------


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

(c)   Not applicable.


Item 28. Location of Accounts and Records


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

Item 28. Management Services

Not applicable

Item 29. Undertakings

Not applicable.






                                  SIGNATURES


Pursuant  to  the  requirements  of the  Securities  Act of  1933  and/or  the
Investment  Company Act of 1940,  the  Registrant  certifies that it meets all
the requirements for effectiveness of this Registration  Statement pursuant to
Rule  485(b)  under  the  Securities  Act of 1933  and has  duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized,  in the City of New York and State of New York on
the 24th day of October, 2008.



                                        CENTENNIAL CALIFORNIA TAX EXEMPT TRUST


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

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

Signatures                    Title                         Date


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


John V. Murphy*               President & Principal

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


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


George Bowen*                 Trustee                       October 24, 2008

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


Edward L. Cameron *           Trustee                       October 24, 2008

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



Jon S. Fossel*                Trustee                       October 24, 2008

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


Sam Freedman*                 Trustee                       October 24, 2008

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


Richard F. Grabish*           Trustee                       October 24, 2008

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



Beverly L. Hamilton*          Trustee                       October 24, 2008

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


Robert J. Malone*             Trustee                       October 24, 2008

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


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

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


*By: /s/ Kathleen T. Ives
- -----------------------------------------
Kathleen T. Ives, Attorney-in-Fact






                    CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

                     Registration Statement No. 33-30471


                                EXHIBIT INDEX


Exhibit No.             Description


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

EX-99.J

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Post-Effective Amendment No. 24 to Registration
Statement No. 33-30471 on Form N-1A of our report dated August 8, 2008,
relating to the financial statements and financial highlights of Centennial
California Tax Exempt Trust, appearing in the Annual Report on Form N-CSR of
Centennial California Tax Exempt Trust for the year ended June 30, 2008, and
to the references to us under the headings "Independent Registered Public
Accounting Firm" in the Statement of Additional Information and "Financial
Highlights" in the Prospectus, which are part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado
October 24, 2008