CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vcm2EJDCq/GTK/VtQGei9ETultF34U0CDXgNAJOt48XUOWZp7CBPYXxrhXEjSggN jRrkPLQJa0zoMlmHrAJ6qg== 0000854437-01-500004.txt : 20010827 0000854437-01-500004.hdr.sgml : 20010827 ACCESSION NUMBER: 0000854437-01-500004 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL CALIFORNIA TAX EXEMPT TRUST CENTRAL INDEX KEY: 0000854437 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841121370 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-30471 FILM NUMBER: 1722463 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 3410 S GALENA STREET STREET 2: 3410 S GALENA STREET CITY: DENVER STATE: CO ZIP: 80231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL CALIFORNIA TAX EXEMPT TRUST CENTRAL INDEX KEY: 0000854437 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841121370 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05871 FILM NUMBER: 1722464 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 3410 S GALENA STREET STREET 2: 3410 S GALENA STREET CITY: DENVER STATE: CO ZIP: 80231 485APOS 1 prosaiptc.htm N1A PROSP SAI PTC CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

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. 15 [X]

and/or

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

Amendment No. 18 [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, Englewood, Colorado 80112
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(Address of Principal Executive Offices) (Zip Code)

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1-800-525-9310
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(Registrant's Telephone Number, including Area Code)

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Andrew J. Donohue, Esq.
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OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
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(Name and Address of Agent for Service)

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

[ ] Immediately upon filing pursuant to paragraph (b)
[ ] On _______________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] On October 26, 2001 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

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Prospectus dated November 1, 2001
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
how to buy and sell shares of the
As with all mutual funds, the Trust and other account features.
Securities and Exchange Commission has Please read this Prospectus carefully
not approved or disapproved the Trust's before you invest and keep it for
securities nor has it determined that future reference about your account.
this Prospectus is accurate or
complete. It is a criminal offense to
represent otherwise.

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CONTENTS

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

The Trust's Investment Objective and Strategies

Main Risks of Investing in the Trust

The Trust's Past Performance

Fees and Expenses of the Trust

About the Trust's Investments

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 and Tax Information

Financial Highlights

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

The Trust's Investment Objective and Strategies

WHAT IS THE TRUST'S INVESTMENT OBJECTIVE? The Trust seeks the maximum
current 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 securities to seek income.
Money market securities are short-term debt instruments issued by the U.S.
government, domestic and foreign corporations and financial institutions and
other entities. They include, for example, 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 at least 65% of its assets in 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 California personal income tax in the opinion of bond counsel to
the respective issuer. As a fundamental policy, the Trust will not make any
investment that will reduce the portion of its total assets that are invested
in municipal securities to less than 80%.

WHO IS THE TRUST DESIGNED FOR? The Trust is designed for investors who are
seeking income exempt from federal and California 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 short-term
securities 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. However, the Trust's investments must meet strict standards set by
its Board of Trustees following special rules for money market funds under
federal law. Those standards include requirements for maintaining high
credit quality in the Trust's portfolio, a short average portfolio maturity
to reduce the effects of changes in interest rates on the value of the
Trust's securities and investing in a wide variety of issuers to reduce the
effects of a default by any one issuer on the Trust's overall portfolio and
value of the Trust's shares.

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

Risks of Focusing on Investments in California Municipal Securities. The
Trust generally invests a significant portion of its assets in
California municipal securities. Because the Trust invests primarily in
the securities of California issuers, its performance will be
significantly affected by local, state and regional factors. These may
include state or local legislation or policy changes, erosion of the
tax base of the state or one or more particular localities, the effects
of possible terrorist acts or natural disasters, or other economic or
credit problems affecting the state generally or any individual
locality (which may directly or indirectly affect the state as a
whole). 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. The Trust is a "non-diversified" fund,
however, it is currently subject to certain diversification
requirements under rules for money market funds under federal law.

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

The bar chart and table below show how the Trust's returns may vary over
time, by showing changes in the Trust's performance from year to year since
the Trust's inception and average annual total returns for the 1-, 5- and
Life of Trust. 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 1/1/01 through 9/30/01 the cumulative total return (not
annualized) was _____%.
During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was ____% (__nd Q '___) and the lowest return (not
annualized) for a calendar quarter was ____% (__nd Q '___).

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Average Annual Total Returns
for the periods ended December 31, 2000 1 Year 5 Years Life of Trust

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Centennial California Tax Exempt Trust _____% _____% _____%
(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.
The total returns are not the Trust's current yield. The Trust's yield more
closely reflects the Trust's current earnings.

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To obtain the Trust's current 7-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, 2001.

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 _____%

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Distribution and/or Service (12b-1) Fees _____%

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Other Expenses _____%

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Total Annual Operating Expenses _____%

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"Other expenses" in the table include transfer agent fees, custodial fees,
and accounting and legal expenses the Trust pays. "Total Annual Operating
Expenses" were reduced by a voluntary expense assumption undertaken by the
Manager. With that expense assumption "Total Annual Operating Expenses" were
____%. The voluntary expense assumption is described below in "How the Trust
is Managed" and may be amended or withdrawn at any time.

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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$----- $----- $----- $-----

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About the Trust's Investments

THE TRUST'S PRINCIPAL INVESTMENT POLICIES. The Trust invests in short-term
money market securities 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. 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 from day
to day, 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 investments must meet
the special 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 securities 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 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. All municipal securities in which the Trust invests
must have, or, pursuant to regulations adopted by the Securities and
Exchange Commission, be deemed to have, remaining maturities not in
excess of a remaining maturity of up to the maximum time permitted
under Rule 2a-7.

o Other Money Market Obligations. 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 must determine to have minimal credit risks.

What Standards Apply to the Trust's Investments? Money market instruments,
are subject to credit risk, the risk that the issuer might not make
timely payments of interest on the security or repay principal when it
is due. The Trust can buy only those securities 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. Finally, the Trust must maintain a dollar-weighted average portfolio
maturity of not more than 90 days, to reduce interest rate risks.

Can the Trust's Investment Objective and Policies Change? The Trust's Board
of Trustees can change non-fundamental policies without shareholder
approval, although significant changes will be described in amendments
to this Prospectus. Fundamental policies cannot be changed without the
approval of a majority of the Trust's outstanding voting shares. The
Trust's investment objective is a fundamental policy. Some of the
investment restrictions that are fundamental policies are listed in the
Statement of Additional Information. An investment policy is not
fundamental unless this Prospectus or the Statement of Additional
Information says that it is.

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

Floating Rate/Variable Rate Notes. The Trust can purchase notes with
floating or variable interest rates. Variable rates are adjustable at
stated periodic intervals. Floating rates are adjusted automatically
according to a specified market rate or benchmark for such investments,
such as the prime rate of a bank. If the maturity of an investment is
greater than the maximum time permitted under Rule 2a-7, it can be
purchased if it has a demand feature. That feature must permit the
Trust to recover the principal amount of the note on not more than
thirty days' notice at any time, or at specified times not exceeding
the maximum time permitted under Rule 2a-7.

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

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

Some of these obligations might not have an active trading market
and would be subject to the fund'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. A restricted
security is one that has a contractual limit on resale or which cannot
be sold publicly until it is registered under federal securities laws.
The Trust will not invest more than 10% of its net assets in illiquid
securities. That limit does not apply to certain restricted securities
that are eligible for resale to qualified institutional purchasers or
purchases of commercial paper that may be sold without registration
under the federal securities laws. The Manager monitors holdings of
illiquid securities on an ongoing basis to determine whether to sell
any holdings to maintain adequate liquidity. Difficulty in selling a
security may result in a loss to the Trust or additional costs.

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

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

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

Temporary Defensive and Interim Investments. In times of unstable adverse
market or economic conditions, the Trust can invest up to 100% of its
assets in temporary investments that are inconsistent with the Trust's
principal investment strategies. These temporary investments can
include:

o obligations issued or guaranteed by the U.S. government or its agencies
or instrumentalities,

o bankers' acceptances; taxable commercial paper rated in the highest
category by a rating organization,

o short-term taxable debt obligations rated in one of the two highest
rating categories of a rating organization,

o certificates of deposit of domestic banks, and

o repurchase agreements.

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

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 affiliates managed investment companies and other assets of more than
$120 billion in assets as of June 30, 2001, including private accounts and
investment companies for more than 5 million shareholder accounts. The
Manager is located at 6803 South Tucson Way, Englewood, Colorado 80112.

Portfolio Manager. Michael Carbuto is the portfolio manager of the Trust.
He is the person principally responsible for the day-to-day management
of the Trust's portfolio. Mr. Carbuto has had this responsibility
since June 1990. Mr. Carbuto is a Vice President of OppenheimerFunds,
Inc. and is an officer and portfolio manager of other funds for which
the Manager serves as investment advisor.

Advisory Fees. Under the investment advisory agreement, the Trust pays the
Manager an advisory fee at an annual rate that declines on additional
assets as the Trust grows: 0.500% of the first $250 million of net
assets; 0.475% of the next $250 million of net assets; 0.450% of the
next $250 million of net assets; 0.425% of the next $250 million of net
assets; and 0.400% of the of net assets in excess of $1 billion. The
Manager has voluntarily undertaken to assume certain expenses of the
Trust in any fiscal year that exceed 0.80% of the Trust's average
annual net assets. The Manager reserves the right to amend or
terminate that expense assumption at any time. The Trust's management
fee for the fiscal year ended June 30, 2001 was _____% of the Trust's
average annual net assets.

For further information about the investment advisory agreement,
including a description of expense assumption arrangements with the Manager,
see the Statement of Additional Information.

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 or the Sub-Distributor (OppenheimerFunds Distributor, Inc.)
receives the purchase order at its offices in Colorado, or after any agent
appointed by the Sub-Distributor receives the order and sends it to the
Sub-Distributor as described below.

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

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:

|X| Buying Shares Through a Broker-Dealer's Automatic Purchase and
Redemption Program: You can buy shares of the Trust through a broker-dealer
that has a sales agreement with that 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.

|X| Buying Shares Through Your Broker-Dealer: Shareholders who do not
participate in an Automatic Purchase and Redemption Program can buy shares
through any broker-dealer that has a sales agreement with the Distributor or
the Sub-Distributor. Your broker-dealer will place your order with the
Distributor on your behalf.

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

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

Automatic Purchase And Redemption Programs? If you buy shares through your
broker-dealer's Automatic Purchase and Redemption Program, your broker-dealer
will buy your shares of the Trust 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 Distributor or its agent accepts your purchase order,
starting on the business day after the Trust receives Federal Funds from the
purchase payment.

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

Payment by Federal Funds Wire. Direct shareholders may pay for purchases of
shares of the Trust by Federal Funds wire. You must also forward your
application and other documents to the address listed above. Before
sending a wire, call the Sub-Distributor's Wire Department at
1.800.525.9310 (toll-free from within the U.S.) or 303.768.3200 (from
outside the U.S.) to notify the Sub-Distributor of the wire, and to
receive further instructions.

Distributions will begin to accrue on the purchased shares on the
purchase date that is a regular business day if the Federal Funds from your
wire and the application are received by the Sub-Distributor and accepted by
12:00 Noon. If the Sub-Distributor receives the Federal Funds from your wire
and accepts the purchase order between 12:00 Noon and 4:00 P.M. on the
purchase date, distributions will begin to accrue on the shares on the next
regular business day. The minimum investment by Federal Funds Wire is $2,500.

Buying Shares Through Automatic Investment Plans. Direct shareholders can
purchase shares of the Trust automatically each month by authorizing
the Trust's Transfer Agent to debit your account at a U.S. domestic
bank or other financial institution. Details are in the Automatic
Investment Plan Application and the Statement of Additional
Information. The minimum monthly purchase is $25.

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

How to Sell Shares

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

HOW CAN PROGRAM PARTICIPANTS SELL SHARES? If you participate in an Automatic
Purchase and Redemption Program sponsored by your broker-dealer, you must
redeem shares held in your Program Account by contacting your broker-dealer
firm, or you can redeem shares by writing checks as described below. You
should not contact the Trust or its Transfer Agent directly to redeem shares
held in your Program Account. You may also arrange (but only through your
broker-dealer) to have the proceeds of redeemed Trust shares sent by Federal
Funds wire, as described below in "Sending Redemption Proceeds by Wire."

HOW CAN DIRECT SHAREHOLDERS REDEEM SHARES? Direct shareholders can redeem
their shares by writing a letter to the Transfer Agent, by 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 or from a
retirement plan account, please call the Transfer Agent for assistance first,
at 1.800.525.9310.

Certain Requests Require a Signature Guarantee. To protect you and the Trust
from fraud, the following redemption requests for accounts of direct
shareholders must be in writing and must include a signature guarantee
(although there may be other situations that also require a signature
guarantee):

o You wish to redeem $100,000 or more and receive a check
o The redemption check is not payable to all shareholders listed on the
account statement
o The redemption check is not sent to the address of record on your
account statement
o Shares are being transferred to an account with a different owner or
name
o Shares are being redeemed by someone (such as an Executor) other than
the owners listed in the account registration.

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

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

- ---------------------------------------------------------------------------------
- ---------------------------------------- ---------------------------------------
Use the following address for Send courier or express mail
- ---------------------------------------- requests to:
requests by mail: Shareholder Services, Inc.
Shareholder Services, Inc. 10200 E. Girard Avenue, Building D
P.O. Box 5143 Denver, Colorado 80231
Denver, Colorado 80217-5270
- ---------------------------------------------------------------------------------

How Can Direct Shareholders Sell Shares by Telephone? Direct shareholders
and their broker-dealer representative of record may also sell shares
by telephone. To receive the redemption price calculated on a
particular regular business day, the Transfer Agent, or its designated
agent, must receive the request by 4:00 P.M. on that day. You may not
redeem shares held under a share certificate or in a retirement account
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 7-day period. Telephone redemptions are not available
within 30 days of changing the address on an account.

Automatic Withdrawal and Exchange Plans. The Trust has several plans that
enable direct shareholders to sell shares automatically or exchange
them to another eligible fund account on a regular basis. Please call
the Transfer Agent or consult the Statement of Additional Information
for details.

Can I Submit Transaction 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.

SENDING REDEMPTION PROCEEDS BY WIRE. While the Trust 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 wire. 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.

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 the 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
or eligible funds, depending on whether you own your shares through your
broker-dealer's Automatic Purchase and Redemption Program or as a direct
shareholder.

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

o Shares of the fund selected for exchange must be available for sale in
your state of residence.

o The prospectuses of the Trust and the fund whose shares you want to buy
must offer the exchange privilege.

o You must hold the shares you buy when you establish your account for at
least 7 days before you can exchange them. After the account is open 7
days, you can exchange shares every regular business day.

o You must meet the minimum purchase requirements for the fund whose
shares you purchase by exchange.

o Before exchanging into a fund, you must obtain and read its prospectus.

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.

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 (except
Oppenheimer Cash Reserves), or when you exchange shares of the Trust
purchased by exchange of shares of an eligible fund on which you paid a sales
charge.

For tax purposes, exchanges of shares involve a sale of the shares of
the fund you own and a purchase of the shares of the other fund, which may
result in a capital gain or loss. Since shares of the 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.

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

o Written Exchange Requests. Complete an Exchange Authorization Form,
signed by all owners of the account. Send it to the Transfer Agent at
the address on the back cover.

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 held under certificates may not
be exchanged by telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you
should be aware of:

o Shares are normally redeemed from one fund and purchased from the other
fund in the exchange transaction on the same regular business day on
which the Transfer Agent receives an exchange request that conforms to
the policies described above. Requests for exchanges to any of the
Centennial Trusts must be received by the Transfer Agent by 4:00 P.M.
on a regular business day to be effected that day. The Transfer Agent
must receive requests to exchange shares of the Trust to funds other
than the Centennial Trusts on a regular business day by the close of
The New York Stock Exchange that day. The close is normally 4:00 P.M.
but may be earlier on some days.

o The interests of the Trust's long-term shareholders and its ability to
manage its investments may be adversely affected when its shares are
repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When large dollar amounts
are involved, the Trust may have difficulty implementing long-term
investment strategies, because it cannot predict how much cash it will
have to invest. Market timing also may force the Trust to sell
portfolio securities at disadvantageous times to raise the cash needed
to buy a market timer's Fund shares. These factors may hurt the Trust's
performance and its shareholders. When the Manager believes frequent
trading would have a disruptive effect on the Trust's ability to manage
its investments, the Manager and the Trust may reject purchase orders
and exchanges into the Trust by any person, group or account that the
Manager believes to be a market timer.

o Either fund may delay the purchase of shares of the fund you are
exchanging into up to seven days if it determines it would be
disadvantaged by a same-day exchange. For example, the receipt of the
multiple exchange requests from a "market timer" might require a fund
to sell securities at a disadvantageous time and/or price.

o Because excessive trading can hurt fund performance and harm
shareholders, the Trust reserves the right to refuse any exchange
request that may, in the opinion of the Trust, be disadvantageous, or
to refuse multiple exchange requests submitted by a shareholder or
dealer.

o The Trust may amend, suspend or terminate the exchange privilege at any
time. The Trust will provide you notice whenever it is required to do
so by applicable law, but it may impose these changes at any time for
emergency purposes.

o If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.

Shareholder Account Rules and Policies

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

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

Telephone transaction privileges for purchases, redemptions or exchanges may
be modified, suspended or terminated by the Trust at any time. If an
account has more than one owner, the Trust and the Transfer Agent may
rely on the instructions of any one owner. Telephone privileges apply
to each owner of the account and the broker-dealer representative of
record for the account unless the Transfer Agent receives cancellation
instructions from an owner of the account.

The Transfer Agent will record any telephone calls to verify data concerning
transactions. It has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data and by confirming such
transactions in writing. The Transfer Agent and the Trust will not be
liable for losses or expenses arising out of telephone instructions
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 forwarding a check or making a payment via
Federal Funds wire for redemption of recently purchased shares, but
only until the purchase payment has cleared. That delay may be as much
as 10 days from the date the shares were purchased. That delay may be
avoided if you purchase shares by Federal Funds wire or certified
check, or arrange with your bank to provide telephone or written
assurance to the Transfer Agent that your purchase payment has cleared.

Involuntary redemptions of small accounts may be made by the Trust if the
account value has fallen below $200 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.

"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 reports
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 30 days after the Transfer Agent receives your
request to stop householding.

Dividends and Tax Information

DIVIDENDS. The Trust intends to declare dividends from net investment income
each regular business day and to pay those dividends to shareholders monthly
on a date selected by the Board of Trustees. To maintain a net asset value
of $1.00 per share, the Trust might withhold dividends or make distributions
from capital or capital gains. Daily dividends will not be declared or paid
on newly purchased shares until Federal Funds are available to the Trust from
the purchase payment for such shares.

CAPITAL GAINS. The Trust normally holds its securities to maturity and
therefore will not usually pay capital gains. Although the Trust does not
seek capital gains, the Trust could realize capital gains on the sale of its
portfolio securities. If it does, it may make distributions out of any net
short-term or long-term capital gains in December of each year. The Trust
may make supplemental distributions of dividends and capital gains following
the end of its fiscal year.

What Choices Do I Have for Receiving Distributions? For Automatic Purchase
and Redemption Programs, dividends and distributions are automatically
reinvested in additional shares of the selected Trust. When you open
your account, direct shareholders should specify on your application
how you want to receive your dividends and distributions. You have
four options:

o Reinvest All Distributions in the Trust. You can elect to reinvest all
dividends and capital gains distributions in additional shares of the
Trust.
o Reinvest Capital Gains Only. You can elect to reinvest some
distributions (short-term capital gains or long-term capital gains) in
the Trust while receiving dividends 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.

If you participate in an Automatic Purchase and Redemption Program sponsored
by your broker-dealer, all dividends and distributions will be automatically
reinvested in additional shares of the Trust. Under the terms of the
Automatic Purchase and Redemption Program, your broker-dealer can pay 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 IRS a statement showing the amount of any taxable
distribution you received in the previous year as well as the amount of your
tax-exempt income.

Remember, There May be Taxes on Transactions. Because 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 for the past five fiscal
years ended June 30, 2001 has been audited by Deloitte & Touche LLP, the
Trust's independent auditors, whose report, along with the Trust's financial
statements, is included in the Statement of Additional Information, which is
available on request.

INFORMATION AND SERVICES

For More Information on Centennial 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
- ---------------------------------------------------------------------------------

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

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

The Trust's shares are
distributed by:

The Fund's SEC File No. 811-5871 Centennial Asset Management
Corporation
PR0180.001.1101
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 full calendar year since the Trust's inception as a money market fund.
Set forth below are the relevant data points that will appear on the bar
chart.

- --------------------------------------------------------------------
Calendar Year Ended: Annual Total Returns
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/91 3.91%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/92 2.37%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/93 1.81%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/94 2.16%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/95 3.31%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/96 2.79%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/97 2.91%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/98 2.57%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/99 2.47%
- --------------------------------------------------------------------
- --------------------------------------------------------------------

12/31/00

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

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

6803 South Tucson Way, Englewood, Colorado 80112
1.800.525.9310

Statement of Additional Information dated November 1, 2001

This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Trust and supplements
information in the Prospectus dated November 1, 2001. 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..............................................
Investment Restrictions..................................................
How the Trust is Managed......................................................
Organization and History.................................................
Trustees and Officers of the Trust.......................................
The Manager..............................................................
Service Plan..................................................................
Performance of the Trust......................................................

About Your Account

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

Financial Information About the Trust
Independent Auditors' Report..................................................
Financial Statements..........................................................

Appendix A: Securities Ratings.............................................A-1
Appendix B: Industry Classifications.......................................B-1

44
2
A B O U T T H E T R U S T

Additional Information About the Trust's Investment Policies and Risks

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

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

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

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

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

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

|X| Municipal Bonds. We have classified municipal securities having
a maturity (when the security is issued) of more than one year as "municipal
bonds." The principal classifications of long-term municipal bonds are
"general obligation" and "revenue" (including "industrial development")
bonds. They may have fixed, variable or floating rates of interest, as
described below.
Some bonds may be "callable," allowing the issuer to redeem them
before their maturity date. To protect bondholders, callable bonds may be
issued with provisions that prevent them from being called for a period of
time. Typically, that is 5 to 10 years from the issuance date. When
interest rates decline, if the call protection on a bond has expired, it is
more likely that the issuer may call the bond. If that occurs, the Trust
might have to reinvest the proceeds of the called bond in bonds that pay a
lower rate of return.

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

|_| 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.

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

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

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

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

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

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

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

The term "private business use" means any direct or indirect use in a
trade or business carried on by an individual or entity other than a state or
municipal governmental unit. Under the private loan restriction, the amount
of bond proceeds that may be used to make private loans is limited to the
lesser of 5% or $5.0 million of the proceeds. Thus, certain issues of
municipal securities could lose their tax-exempt status retroactively if the
issuer fails to meet certain requirements as to the expenditure of the
proceeds of that issue or the use of the bond-financed

facility. The Trust makes no independent investigation of the users of such
bonds or their use of proceeds of the bonds. If the Trust should hold a bond
that loses its tax-exempt status retroactively, there might be an adjustment
to the tax-exempt income previously distributed to shareholders.

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

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

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

|_| 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.

|_| 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.

|_| 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.

|_| 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:
|_| the frequency of trades and price quotations for such securities;
|_| the number of dealers or other potential buyers willing to
purchase or sell such securities;
|_| the availability of market-makers; and
|_| the nature of the trades for such
securities.

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

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

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

Ratings of Securities - Portfolio Quality and Diversification. Under Rule
2a-7 of the 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".

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

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

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

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

If a security's rating is downgraded, the Manager and/or the Board of
Trustees may have to reassess the security's credit risk. If a security has
ceased to be a first tier security, the Manager will promptly reassess
whether the security continues to present minimal credit risk. If the
Manager becomes aware that any rating organization has downgraded its rating
of a second tier security or rated an unrated security below its second
highest rating category, the Trust's Board of Trustees shall promptly
reassess whether the security presents minimal credit risk and whether it is
in the best interests of the Trust to dispose of it. 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.

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

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

|_| 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 to the
maximum permitted under Rule 2a-7 (or any other applicable rule) which is
currently 397 days. 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. The
Trust may buy these securities if their maturities do not exceed the maximum
time period provided for in Rule 2a-7.

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

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

The Trust's ability to exercise a demand feature or guarantee
will depend on the ability of the bank or dealer to pay for the securities if
the demand feature or guarantee is exercised. If the bank or dealer should
default on its obligation, the Trust might not be able to recover all or a
portion of any loss sustained from having to sell the security elsewhere.
Demand features and guarantees are not transferable by the Trust, and
therefore terminate if the Trust sells the underlying security to a third
party. The Trust intends to enter into these arrangements to facilitate
portfolio liquidity, although such arrangements may enable the Trust to sell
a security at a pre-arranged price which may be higher than the prevailing
market price at the time the demand feature or guarantee is exercised. Any
considerations paid by the Trust for the demand feature (which increases the
cost of the security and reduces the yield otherwise available for the
security) will be reflected on the Trust's books as unrealized depreciation
while the demand feature or guarantee is held, and a realized gain or loss
when demand feature is exercised or expires.

Other Investment Strategies

Floating Rate/Variable Rate Obligations. Floating rate and variable rate
demand notes are tax-exempt obligations which may have a stated maturity in
excess of one year, but may include features that permit the holder to
recover the principal amount of the underlying security at specified
intervals not exceeding one year on not more than thirty days' notice at any
time or the maximum time period provided for in Rule 2a-7. The issuer of such
notes normally has a corresponding right, after a given period, to prepay in
its discretion the outstanding principal amount of the note plus accrued
interest upon a specified number of days notice to the holder. The interest
rate on a floating rate demand note is based on a stated prevailing market
rate and is adjusted automatically each time such rate is adjusted. The
interest rate on a variable rate demand note is also based on a stated
prevailing market rate but is adjusted automatically at specified intervals
of no more than one year. Generally, the changes in the interest rate on
such securities reduce the fluctuation in their market value. 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.
Floating rate or variable rate obligations which do not provide for recovery
of principal and interest within seven days may be subject to the limitations
applicable to illiquid securities described in "Investment Objective and
Policies - Illiquid and Restricted Securities" in the Prospectus.

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). 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 of 1940,
as amended (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.

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 Risks of Investing Primarily in California Municipal Securities.
Because the Trust focuses its investments primarily on 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. There have been a number of political developments, voter
initiatives, state constitutional amendments and legislation in California in
recent years that may affect the ability of the State government and
municipal governments to pay interest and repay principal on the securities
they have issued. In addition, in recent years, the State of California has
derived a significant portion of its revenues from personal income and sales
taxes. Because the amount collected from these taxes is particularly
sensitive to economic conditions, the State's revenues have been volatile.

It is not possible to predict the future impact of the legislation and
economic considerations described below on the long-term ability of the State
of California or California municipal issuers to pay interest or repay
principal on their obligations. In part that is because of possible
inconsistencies in the terms of the various laws and Propositions and the
applicability of other statutes to these issues. The budgets of California
counties and local governments may be significantly affected by state budget
decisions beyond their control. The information below about these conditions
is only a brief summary, based upon information the Trust has drawn from
sources that it believes are reliable.

o Changes to the State Constitution. Changes to the state
constitution in recent years have raised general concerns about the ability
of the State and municipal governments in California to obtain sufficient
revenues to pay their bond obligations. In 1978, California voters approved
Proposition 13, an amendment to the state constitution. The Proposition
added a new section to the constitution that limits ad valorem taxes on real
property and restricts the ability of local taxing entities to increase real
property taxes. However, legislation enacted after Proposition 13 provided
help to California municipal issuers to raise revenue to pay their bond
obligations. During the severe recession California experienced from 1991 to
1993, the State legislature eliminated significant components of its aid to
local governments. The State has since increased aid to local governments
and reduced certain mandates for local services. Whether legislation will be
enacted in the future to either increase or reduce the redistribution of
State revenues to local governments, or to make them less dependent on State
budget decisions, cannot be predicted. Even if legislation increasing such
redistribution is passed, it cannot be predicted whether in every instance it
will provide sufficient revenue for local municipal issuers to pay their bond
obligations.

Another amendment to the state constitution may also have an adverse
impact on state and municipal bond obligations. That amendment restricts the
state government from spending amounts in excess of appropriation limits
imposed on each state and local government entity. If revenues exceed the
appropriation limit, those revenues must be returned, in the form of a
revision in the tax rates or fee schedules.

o Voter Initiatives. California voters have approved a number of
initiatives that affect the ability of the state and municipalities to
finance their bond obligations. In 1988, California voters approved
Proposition 98, which requires a minimum level of funding for public schools
and community colleges. In 1986, voters approved Proposition 62, which had a
number of effects. One requires that any special tax imposed by a local
government must be approved by a two-thirds vote of the electorate. In 1995,
the California Supreme Court upheld the constitutionality of that
Proposition. That created uncertainty as to the legality of certain local
taxes enacted by non-charter cities without voter approval. It is not
possible to predict the eventual impact of that decision.

In 1996, California voters approved Proposition 218. That initiative
applied the provisions of Proposition 62 to all government entities,
including cities having charters. It requires that all taxes for general
purposes be approved by a simple majority of the popular vote, and that taxes
for special purposes must be approved by a two-thirds majority vote.
Proposition 218 also limits the authority of local governments to impose
property-related assessments, fees and charges. It requires that such
assessments be limited to the special benefit conferred and prohibits their
use for general governmental services. The Proposition enables voters to use
their initiative powers to reduce or repeal previously-authorized taxes,
assessments, fees and charges.

o 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.

o The Effect of General Economic Conditions in the State. The
California economy and general financial condition affect the ability of the
State and local government to raise and redistribute revenues to assist
issuers of municipal securities to make timely payments on their
obligations. California is the most populous state in the nation with a
total population estimated at 33.4 million. California has a diverse
economy, with major employment in the agriculture, manufacturing, high
technology, services, trade, entertainment and construction sectors. After
experiencing strong growth throughout much of the 1980s, from 1990-1993 the
State suffered through a severe recession, the worst since the 1930's,
heavily influenced by large cutbacks in defense/aerospace industries,
military base closures and a major drop in real estate construction.
California's economy has been performing strongly since the start of 1994.

Certain of the State's significant industries, such as high
technology, are sensitive to economic disruptions in their export markets and
the State's rate of economic growth, therefore, could be adversely affected
by any such disruption. A significant downturn in U.S. stock market prices
could adversely affect California's economy by reducing household spending
and business investment, particularly in the important high technology
sector. Moreover, a large and increasing share of thee State's General Fund
revenue in the form of income and capital gains taxes is directly related to,
and would be adversely affected by a significant downturn in the performance
of, the stock markets.

In addition, it is impossible to predict the time, magnitude or
location of a major earthquake or its effect on the California economy. 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 government budgets.

The combination of resurging exports, a strong stock market, and a
rapidly growing economy in 1999 and early 2000 resulted in unprecedented
growth in the State's General Fund revenues during fiscal year 1999-2000.
Revenues are estimated to have been about $71.2 billion, which is $8.2
billion higher than projected for the 1999 Budget Act. The State's Special
Fund for Economic Uncertainties ("SFEU") had a record balance of over $7.2
billion on June 30, 2000. On that date, the Governor signed the 2000 Budget
Act enacting the State's fiscal year 2000-01 budget. The spending plan
assumes General Fund revenues and transfers of $73.9 billion, an increase of
3.8 percent above the estimates for 1999-2000. The Budget Act appropriates
$78.8 billion from the General Fund, an increase of 17.3 percent over
1999-2000, and reflects the use of $5.5 billion from the SFEU. The Budget
Act also includes Special Fund expenditures of $15.6 billion, from revenues
estimated at $16.5 billion, and Bond Fund expenditures of $5.0 billion.

In order not to place undue pressure on future budget years, about
$7.0 billion of the increased spending in 2000-01 will be for one-time
expenditures and investments. The State estimates the SFEU will have a
balance of $1.781 billion at June 30, 2001. In addition, the Governor held
back $500 million as a set aside for litigation costs. The Governor vetoed
just over $1 billion in General Fund and Special Fund appropriations from the
2000 Budget Act in order to achieve the budget reserve. The State will not
undertake a revenue anticipation note borrowing in 2000-01.

During the recession the State experienced reductions in the overall
credit ratings assigned to its General Obligation bonds by several major
rating agencies. In July 1994, the ratings of those bonds were downgraded
from Aa to A1 by Moody's, from A+ to A by Standard & Poor's and from AA to A
by Fitch, the international rating agency. The State's improved economy and
budget, however, have resulted in several upgrades in its general obligation
bond ratings. As of October 6, 2000, the State's general obligation bonds
were rated Aa2 by Moody's, AA by Standard & Poor's, and AA by Fitch. It is
not presently possible to determine whether, or the extent to which, Moody's
S&P or Fitch will change such ratings in the future. 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.

o Financial Problems of Local Governments. It is not possible to
predict the future impact of the voter initiatives. State constitutional
amendments, legislation or economic considerations described above, or of
such initiatives, amendments or legislation that may be enacted in the
future, on the long-term ability of California municipal issuers to pay
interest or repay principal on their obligations. There is no assurance that
any California issuer will make full or timely payments of principal or
interest or remain solvent. For example, in December 1994, Orange County,
California, together with its pooled investment funds, which included
investment funds from other local governments, filed for bankruptcy. The
County has since emerged from bankruptcy. Los Angeles County, the nation"
largest county, in the recent past has also experienced financial difficulty
and its financial condition will continue to be affected by the large number
of County residents who are dependent on government services and by a
structural deficit in its health department. Moreover, California's improved
economy has caused Los Angeles County, and other local governments, to come
under increased pressure from public employee unions for improved
compensation and retirement benefits.

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:

|_| 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
|_| 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.

|_| 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;

|_| 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;

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

|_| The Trust cannot invest in real estate; however, the Trust may
purchase Municipal Bonds or Notes secured by interests in real estate;

|_| 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;

|_| 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;

|_| The Trust cannot underwrite securities of other companies;

|_| 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

|_| The Trust cannot invest in any case of a debt instrument subject to a repurchas
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.

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

|_| 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.

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

For purposes of the Trust's p9licy not to concentrate its investments in
securities of issuers, the Trust has adopted the industry classifications set forth
in Appendix b to this Statement of Additional Information. this is not a
fundamenta policy.
How the Trust Is Managed

Organization and History. The Trust is an open-end, non-diversified management
investment company organized as a Massachusetts business trust in 1979, with
an unlimited number of authorized shares of beneficial interest.

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.
Although the Trust will not normally hold annual meetings of its shareholders,
it may hold shareholder meetings from time to time on important matters.
Shareholders of the Trust may have the right to call a meeting to remove a
Trustee or to take other action described in the Declarate of Trust.

The Board of Trustees has an Audit Committee and a Review Committee.
The members of the The Audit Committee are Edward L. Cameron,Edward L. Cameron,
F. William Marshall. The Audit Committee held _____ meetings during the Fund's
fiscal year ended _____, ___. The Audit Committee provides the Board with
recommendations regarding the selection of the Fund's independent auditor.
The Audit Committee also reviews the scope and results of audits and the audit
fees charged, reviews reports from the Fund's independent audit concerning the
Fund's internal accounting procedures and controls and selects and nominates
for approval by the Board the independent Trustees.

The memb4rs of the Review Committee are Jon S. Fossel, Sam Freedman,
William L. Armstrong, Roger G. Avis and George C. Bowen. The Review Committee
held _____ meetings during the fiscal year ended ______,_____. The Review Committee
reviews reports and make recommendations to the Board concerning the fees paid
to the Fund's Transfer Agent and the services provided to the Fund by the Transfer
Agent. The Review Committee also reviews policies and proedures adopted by the
Fund to comply with the Investment Company Act of 1940 and after applicable law.

[X] Classes of Shares. The Trust has a single class of shares of stock.
While that class has no designation, it is deemed to be the equivalent of Class
A for purposes of the shareholder account policies that apply to Class A shares
of the Oppenheimer funds. Shares of the Trust are freely transferable. Each
share has one vote at shareholder meetings, with fractional shares voting
proportionally on matters submitted to a vote of shareholders. there are no
preemptive or conversion rights and shares participate equally in the assets of
the Trust upon liquidation.

|X| Meeting of Shareholders. as a Massachusetts business trust, the
Trust is not required t hold, and does not plan to hold, regular annual meetings
of shareholders. The Trust will hold meetings when required to do so by the
Investment Company Act or other applicable law. It will also do so when a
shareholder meeting is called by the Trustees or upon proper request of the
shareholders.

Shareholders have the right, upon the declaration in writing or vote of
two-thirds of the outstanding shares of the Trust, to remove a Trustee. 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 the outstading
shares of the Trust. 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 shareholder lists of the
Trust available to the applicants or mail their communication to all other shareholders
at the applicats' expense. The shareholders making the request must have been
shareholders for at lease six months and must hold shares of the Trust valued at $25,000
or more constituting at least 1% of the outstanding shares of the Trust,
whichever is less. The Trustees may also take other action as permitted by the
Investment Company Act.

|_| Shareholder and Trust Liability. The Declaration of Trust
contains an express disclaimer of shareholder or Trustee liability for the
Trust's obligations. It also provides for indemenification 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 jusgment 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 los 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 the Declaration
of Trust to look solely to the assets of the Trust for satisfaction of any
claim or demand that may arise out of any dealings with the Trust. Additionally,
the Trustees and shareholders shall have no personal liability to any such
person, to the extent permitted by law.

Trustees and Officers of the Trust. The Trust's Trustees and officers and their
principal occupations and business affiliations during the past five years are
listed below. Trustees denoted with an asterisk (*) below are deemed to be
"interested persons" of the Trust under the Investment Company Act. All of the
Trustees are also trustees, directors or managing general partners of the following
Denver-based Oppenheimer funds1:

Oppenheimer Cash Reserves partners of the following Denver-based

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Oppenheimer Select Managers
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Oppenheimer Champion Income Fund Oppenheimer Senior Floating Rate Fund

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Oppenheimer Capital Income Fund Oppenheimer Strategic Income Fund

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Oppenheimer High Yield Fund Oppenheimer Total Return Fund, Inc.

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Oppenheimer International Bond Fund Oppenheimer Variable Account Funds

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Oppenheimer Integrity Funds Panorama Series Fund, Inc.

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Oppenheimer Limited-Term Government Fund Centennial America Fund, L. P.

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Oppenheimer Main Street Funds, Inc. Centennial California Tax Exempt Trust

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Oppenheimer Main Street Opportunity Fund Centennial Government Trust

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Oppenheimer Main Street Small Cap Fund Centennial Money Market Trust

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Oppenheimer Municipal Fund Centennial New York Tax Exempt Trust

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Oppenheimer Real Asset Fund Centennial Tax Exempt Trust

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James C. Swain*, Chairman, Chief Executive Officer and Trustee, Age: 67
6803 South Tucson Way, Englewood, Colorado 80112
Vice Chairman (since September 1988) of OppenheimerFunds, Inc.; of which the
Manager is a wholly-owned subsidiary; formerly President and a director of
the Manager and Chairman of the Board of Shareholder Services, Inc., a
transfer agent subsidiary of OppenheimerFunds, Inc.

William L. Armstrong, Trustee, Age: 64.
6803 South Tucson Way, Englewood, Colorado 80112
Chairman of the following private mortgage banking companies: Cherry Creek
Mortgage Company (since 1991), Centennial State Mortgage Company (since
1994), The El Paso Mortgage Company (since 1993), Transland Financial
Services, Inc. (since 1997); Chairman of the following private companies:
Great Frontier Insurance (insurance agency) (since 1995) and Ambassador Media
Corporation (since 1984); Director of the following public companies: Storage
Technology Corporation (computer equipment company) (since 1991), Helmerich &
Payne, Inc. (oil and gas drilling/production company) (since 1992),
UNUMProvident (insurance company) (since 1991); formerly Director of
International Family Entertainment (television channel) (1992 - 1997) and
Natec Resources, Inc. (air pollution control equipment and services company)
(1991-1995), Frontier Real Estate, Inc. (residential real estate brokerage)
(1994-1999), and Frontier Title (title insurance agency) (1995-June 1999);
formerly U.S. Senator (January 1979-January 1991).

Robert G. Avis*, Trustee, Age: 70.
6803 South Tucson Way, Englewood, Colorado 80112
Director and President of A.G. Edwards Capital, Inc. (General Partner of
private equity funds), formerly, until March 2000, Chairman, President and
Chief Executive Officer of A.G. Edwards Capital, Inc.; formerly, until March
1999, Vice Chairman and Director of A.G. Edwards, Inc. and Vice Chairman of
A.G. Edwards & Sons, Inc. (its brokerage company subsidiary); until March
1999, Chairman of A.G. Edwards Trust Company and A.G.E. Asset Management
(investment advisor); until March 2000, a Director of A.G. Edwards & Sons and
A.G. Edwards Trust Company.

George C. Bowen, Trustee, Age: 64.
6803 South Tucson Way, Englewood, Colorado 80112
Formerly (until April 1999) Mr. Bowen held the following positions: Senior
Vice President (from September 1987) and Treasurer (from March 1985) of
OppenheimerFunds, Inc; Vice President (from June 1983) and Treasurer (since
March 1985) of OppenheimerFunds, Distributor, Inc., a subsidiary of
OppenheimerFunds, Inc. and the Trust's Sub-Distributor; Senior Vice President
(since February 1992), Treasurer (since July 1991) Assistant Secretary and a
director (since December 1991) of the Manager; Vice President (since October
1989) and Treasurer (since April 1986) of HarbourView Asset Management
Corporation; President, Treasurer and a director of Centennial Capital
Corporation (since June 1989); Vice President and Treasurer (since August
1978) and Secretary (since April 1981) of Shareholder Services, Inc.; Vice
President, Treasurer and Secretary of Shareholder Financial Services, Inc.
(since November 1989); Assistant Treasurer of Oppenheimer Acquisition Corp.
(since March 1998); Treasurer of Oppenheimer Partnership Holdings, Inc.
(since November 1989); Vice President and Treasurer of Oppenheimer Real Asset
Management, Inc. (since July 1996); Treasurer of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since October 1997).

Edward L. Cameron, Trustee, Age: 62
6803 South Tucson Way, Englewood, Colorado 80112
Formerly (from 1974-1999) a partner with PricewaterhouseCoopers LLC (an
accounting firm) and Chairman, Price Waterhouse LLP Global Investment
Management Industry Services Group (from 1994-1998).

Jon S. Fossel, Trustee, Age: 59.
6803 South Tucson Way, Englewood, Colorado 80112
Formerly (until October 1996) Chairman and a director of OppenheimerFunds,
Inc.; President and a director of Oppenheimer Acquisition Corp., Shareholder
Services, Inc. and Shareholder Financial Services, Inc.

Sam Freedman, Trustee, Age: 60.
6803 South Tucson Way, Englewood, Colorado 80112

Formerly (until October 1994) Chairman and Chief Executive Officer of
OppenheimerFunds Services, Chairman, Chief Executive Officer and a director
of Shareholder Services, Inc., Chairman, Chief Executive Officer and director
of Shareholder Financial Services, Inc., Vice President and director of
Oppenheimer Acquisition Corp. and a director of OppenheimerFunds, Inc.

Richard F. Grabish, Trustee, Age: 52.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President, Assistant Director of Sales and Marketing since March
1997, and Manager of Private Client Services since June 1985 for A.G. Edwards
& Sons, Inc. (broker/dealer and investment firm). Chairman and Chief
Executive Officer of A.G. Edwards Trust Company since March 2001). Director
of A.G. Edwards & Sons, Inc. since March 1988); formerly (until March 1987)
President and Vice Chairman of A.G. Edwards Trust Company.

C. Howard Kast, Trustee, Age: 79.
6803 South Tucson Way, Englewood, Colorado 80112

Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).

Robert M. Kirchner, Trustee, Age: 79.
6803 South Tucson Way, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).

F. William Marshall, Jr., Trustee, Age: 59.
6803 South Tucson Way, Englewood, Colorado 80112
Formerly (until 1999) Chairman of SIS & Family Bank, F.S.B. (formerly SIS
Bank); President, Chief Executive Officer and Director of SIS Bankcorp., Inc.
and SIS Bank (formerly Springfield Institution for Savings) (1993-1999);
Executive Vice President (until 1999) of Peoples Heritage Financial Group,
Inc.; Chairman and Chief Executive Office of Bank of Ireland First Holdings,
Inc. and First New Hampshire Banks (1990-1993); Trustee (since 1996) of
MassMutual Institutional Funds and of MML Series Investment Fund (open-end
investment companies).

Michael A. Carbuto, Vice President and Portfolio Manager, Age: 46
Two World Trade Center, New York, New York 10048-0203
Vice President (since May 1988) of OppenheimerFunds, Inc.; an officer and
portfolio manager of other Oppenheimer funds; formerly Vice President of the
Distributor (May 1988 - September 1999).

Andrew J. Donohue. Vice President and Secretary, Age: 50.
Two World Trade Center, New York, New York 10048-0203
Executive Vice President (since January 1993), General Counsel (since October
1991) and a director (since September 1995) of OppenheimerFunds, Inc.;
Executive Vice President and General Counsel (since September 1993) and a
director (since January 1992) of OppenheimerFunds Distributor, Inc.;
Executive Vice President, General Counsel and a director (since September
1995) of HarbourView Asset Management Corporation, Shareholder Services,
Inc., Shareholder Financial Services, Inc. and Oppenheimer Partnership
Holdings, Inc., of OFI Private Investments, Inc. (since March 2000), and of
Oppenheimer Trust Company (since May 2000); President and a director of the
Manager (since September 1995) and of Oppenheimer Real Asset Management, Inc.
(since July 1996); Vice President and a director (since September 1997) of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc; a
director (since April 2000) of OppenheimerFunds Legacy Program; General
Counsel (since May 1996) and Secretary (since April 1997) of Oppenheimer
Acquisition Corp.; an officer of other Oppenheimer funds.

Brian W. Wixted, Treasurer, Age: 41.
6803 South Tucson Way, Englewood, Colorado 80112

Senior Vice President and Treasurer (since March 1999) of OppenheimerFunds,
Inc.; Treasurer (since March 1999) of HarbourView Asset Management
Corporation, Shareholder Services, Inc., Oppenheimer Real Asset Management
Corporation, Shareholder Financial Services, Inc. and Oppenheimer Partnership
Holdings, Inc., of OFI Private Investments, Inc. (since March 2000) and of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since May 2000); Treasurer and Chief Financial Officer (since May 2000) of
Oppenheimer Trust Company; Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp. and of the Manager; an officer of other
Oppenheimer funds; formerly Principal and Chief Operating Officer, Bankers
Trust Company - Mutual Fund Services Division (March 1995 - March 1999); Vice
President and Chief Financial Officer of CS First Boston Investment
Management Corp. (September 1991 - March 1995).

Robert G. Zack, Assistant Secretary, Age: 53.
Two World Trade Center, New York, New York 10048-0203

Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of OppenheimerFunds, Inc.; Assistant Secretary of Shareholder
Services, Inc. (since May 1985), Shareholder Financial Services, Inc. (since
November 1989); OppenheimerFunds International Ltd. and Oppenheimer
Millennium Funds plc (since October 1997); an officer of other Oppenheimer
funds.

Robert J. Bishop, Assistant Treasurer, Age: 42.
6803 South Tucson Way, Englewood, Colorado 80112

Vice President of OppenheimerFunds, Inc. (since May 1996); an officer of
other Oppenheimer funds; formerly an Assistant Vice President (April 1994 -
May 1996) and a Fund Controller of OppenheimerFunds, Inc.

Scott T. Farrar, Assistant Treasurer, Age: 35.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of OppenheimerFunds, Inc. (since May 1996); Assistant
Treasurer of Oppenheimer Millennium Funds plc (since October 1997); an
officer of other Oppenheimer funds; formerly an Assistant Vice President
(April 1994 - May 1996) and a Fund Controller of OppenheimerFunds, Inc.

o Remuneration of Trustees. The officers of the Trust and Mr. Swain are
affiliated with the Manager and receive no salary or fee from the Trust. The
remaining Trustees of the Trust received the compensation shown below. The
compensation from the Trust was paid during its fiscal year ended June 30,
2001. The compensation from all of the Denver-based Oppenheimer funds
includes the Trust and is compensation received as a director, trustee,
managing general partner or member of a committee of the Board during the
calendar year 2000.

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Aggregate Total Compensation
Trustee's Name Compensation from all Denver-Based
and Other Positions from Trust Oppenheimer Funds1

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William L. Armstrong $ $
Review Committee Member

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Robert G. Avis $ $

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William A. Baker2 $ $

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George C. Bowen $ $
Review Committee Member

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Edward L. Cameron $ $
Audit Committee Chairman

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Jon S. Fossel $ $
Review Committee Chairman

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Sam Freedman $ $
Review Committee Member

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Richard F. Grabish $ $

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C. Howard Kast $ $
Audit Committee Member

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Robert M. Kirchner $ $

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F. William Marshall, Jr. $ $
Audit Committee Member

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Ned M. Steel2 $ $

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1. For the Trust's fiscal year ended 6/30/01
2. For the 2000 calendar year.

3. Committee positions held during a portion of the period shown.
4. Effective July 1, 2000, Messrs. Baker and Steel resigned as Trustees of
the Trust.

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

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

|X| Major Shareholders. As of October 10, 2001 the only
person who owned of record or was known by the Trust to own beneficially 5%
or more of the Trust's outstanding retail shares was A.G. Edwards & Sons,
Inc. ("Edwards"), 1 North Jefferson Avenue, St. Louis, Missouri 63103, which
owned _______________ shares of the Trust which was ____% of the outstanding
shares of the Trust on that date, for accounts of its customers none of whom
individually owned more than 5% of the outstanding shares.

The Manager. The Manager, Centennial Asset Management Corporation, is
wholly-owned by OppenheimerFunds, Inc., which is a wholly-owned subsidiary of
Oppenheimer Acquisition Corp., a holding company controlled by Massachusetts
Mutual Life Insurance Company.

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 Trust, the Manager and the Distributor have a Code
of Ethics. It is designed to detect and prevent improper personal
trading by certain employees, including portfolio managers, that
would compete with or take advantage of the Trust's portfolio
transactions. Covered persons include persons with knowledge of
the investments and investment intentions of the Trust and other
funds advised by the Manager. The Code of Ethics does permit
personnel subject to the Code to invest in securities, including
securities that may be purchased or held by the Trust, subject to a
number of restrictions and controls. Compliance with the Code of
Ethics is carefully monitored and enforced by the Manager.

The Code of Ethics is an exhibit to the Trust's registration statement
filed with the Securities and Exchange Commission 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 1.202.942.8090. The Code of Ethics can also be viewed as
part of the Fund's registration statement on the SEC's EDGAR database at the
SEC's Internet website at http://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.

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

- ---------------------------------------------------------------------------------
Fiscal Year Management Fee Paid to Centennial Asset Management Corporation
ending 6/30
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
1999 $841,379
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
2000 $802,750
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

2001 $________

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

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. 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 this 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, 1999, June 30, 2000, and
June 30, 2001, the management fees payable by the Trust would have been
$841,379, $802,750, and $______respectively without the Manager's voluntary
expense assumption. Those amounts do not reflect the effect of the expense
assumptions of $16,867 and $______for the periods ended June 30, 1999 and
June 30, 2000 respectively. For the fiscal year ended June 30, 2001, the
Trust's Total Annual Operating Expenses were reduced by indirect expenses of
$______. Following the Trust's fiscal year ended June 30, 2001, the Manager
reimbursed the Trust $_______.

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.

|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.

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

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

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

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

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

Service Plan

The Trust has adopted a Service Plan for the shares. The plan has been
approved by a vote of the Board of Trustees, including a majority of the
Independent Trustees2, 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 and, in their sole discretion, from time to time, may use their
own resources (at no direct cost to the Trust) to make payments to brokers,
dealers or other financial institutions for distribution and administrative
services they perform. The Manager may use its profits from the advisory fee
it receives from the Trust. In their sole discretion, the Distributor and
the Manager may increase or decrease the amount of payments they make from
their own resources to plan recipients.

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. A 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 a plan. An amendment to increase materially the
amount of payments to be made under a plan must be approved by shareholders.
The approval must be by a "majority" (as defined in the Investment Company
Act) of the shares.

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

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

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

|X| Service Plan Fees. Under the service plan, the Distributor
currently uses the fees it receives from the Trust to pay brokers, dealers
and other financial institutions (they are referred to as "recipients") for
personal services and account maintenance services they provide for their
customers who hold shares. The services include, among others, answering
customer inquiries about the Trust, assisting in establishing and maintaining
accounts in the Trust, making the Trust's investment plans available and
providing other services at the request of the Trust or the Distributor. The
service plan permits reimbursements to the Distributor at a rate of up to
0.20% of average annual net assets of the shares. While the plan permits the
Board to authorize payments to the Distributor to reimburse itself for
services under the plan, the Board has not yet done so. The Distributor
makes payments to plan recipients quarterly 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, 2001 payments under the plan totaled
$_______, all of which was paid by the Distributor to recipients. That
included $____ paid to an affiliate of the Distributor's parent company. For
the fiscal year ended June 30, 2001, the Manager paid, in the aggregate,
$_______ in fees out of its own resources for distribution assistance. Any
unreimbursed expenses the Distributor incurs with respect to the shares in
any fiscal year cannot be recovered in subsequent years. The Distributor may
not use payments received under the plan to pay any of its interest expenses,
carrying charges, or other financial costs, or allocation of overhead.

Performance of the Trust

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

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

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

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

|_| 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.

For taxpayers with income above certain levels, otherwise allowable
itemized deductions are limited. The Trust's tax equivalent yield for the
seven-day period ended June 30, 2001 was ____%. Its tax-equivalent
compounded effective yield for the same period was _____% for an investor in
the highest federal tax bracket.

The tax-equivalent yield may be used to compare the tax effects of income
derived from the Fund 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. The Trust's tax equivalent yield for the highest tax bracket for the
seven-day period ended June 30, 2001 was ____%. Its tax-equivalent
compounded effective yield for the same period was _____% for an investor in
the highest tax bracket.

o 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.

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

1/n
(ERV)
(---) -1 = Average Annual Total Return
( P )

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

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

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

Yield Compounded Average Annual Total Returns (at 6/30/01)
(7 days ended Effective Yield
6/30/00) (7 days ended
6/30/01)

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

1-Year 5 Years Life of Trust
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

----% ----% ----% ----% -----%

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

|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 fund 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 fund 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 Fund.

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
("Exchange") is open, at 12:00 Noon and at 4:00 P.M, on each day that the
Exchange 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 New York time. The Exchange'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, Washington's Birthday, 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 will examine the extent of any deviation between
the Trust's net asset value based upon available market quotations and
amortized cost. If the Trust's net asset value were to deviate from $1.00 by
more than 0.5%, Rule 2a-7 requires the Board of Trustees to consider what
action, if any, should be taken. If they find that the extent of the
deviation may cause a material dilution or other unfair effects on
shareholders, the Board of Trustees will take whatever steps it considers
appropriate to eliminate or reduce the dilution, including, among others,
withholding or reducing dividends, paying dividends from capital or capital
gains, selling portfolio instruments prior to maturity to realize capital
gains or losses or to shorten the average maturity of the portfolio, or
calculating net asset value per share by using available market quotations.

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

How to Sell Shares

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

Checkwriting. When a check is presented to the Bank for clearance, the Bank
will ask the Trust to redeem a sufficient number of full and fractional
shares in the shareholder's account to cover the amount of the check. This
enables the shareholder to continue receiving dividends on those shares until
the check is presented to the Trust. Checks may not be presented for payment
at the offices of the Bank or the Trust's Custodian. This limitation does
not affect the use of checks for the payment of bills or to obtain cash at
other banks. The Trust reserves the right to amend, suspend or discontinue
offering checkwriting privileges at any time without prior notice.

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

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

How to Exchange Shares

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

Oppenheimer Bond Fund Oppenheimer Main Street Growth & Income
Fund
Oppenheimer California Municipal Fund Oppenheimer Main Street Opportunity Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Main Street Small Cap Fund
Oppenheimer Capital Preservation Fund Oppenheimer MidCap Fund
Oppenheimer Capital Income Fund Oppenheimer Mid Cap Value Fund
Oppenheimer Champion Income Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Concentrated Growth Fund Oppenheimer Municipal Bond Fund
Oppenheimer Convertible Securities Fund OSM1 - Mercury Advisors S&P 500 Index
OSM1 - Mercury Advisors Focus Growth
Oppenheimer Developing Markets Fund Fund
Oppenheimer Disciplined Allocation Fund Oppenheimer New York Municipal Fund
Oppenheimer Value Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Discovery Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Emerging Growth Fund OSM1 - QM Active Balanced Fund
Oppenheimer Emerging Technologies Fund Oppenheimer Quest Balanced Value Fund

Oppenheimer Quest Capital Value Fund,
Oppenheimer Enterprise Fund Inc.
Oppenheimer Quest Global Value Fund,
Oppenheimer Europe Fund Inc.

Oppenheimer Florida Municipal Fund Oppenheimer Quest Opportunity Value Fund
OSM1- Gartmore Millennium Growth Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer Global Fund Oppenheimer Real Asset Fund
Oppenheimer Global Growth & Income Fund OSM1 - Salomon Brothers Capital Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Growth Fund Oppenheimer Small Cap Value Fund
Oppenheimer High Yield Fund Oppenheimer Strategic Income Fund
Oppenheimer Intermediate Municipal Fund Oppenheimer Total Return Fund, Inc.
Oppenheimer International Bond Fund Oppenheimer Trinity Core Fund
Oppenheimer International Growth Fund Oppenheimer Trinity Growth Fund
Oppenheimer International Small Company
Fund Oppenheimer Trinity Value Fund
OSM1 -Jennison Growth Fund Oppenheimer U.S. Government Trust
Oppenheimer Large Cap Growth Fund Limited-Term New York Municipal Fund
Oppenheimer Limited-Term Government Fund Rochester Fund Municipals
and the following money market funds:

Centennial America Fund, L. P. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust Oppenheimer Cash Reserves
Centennial Money Market Trust Oppenheimer Money Market Fund, Inc.
1 - "OSM" is Oppenheimer Select Managers

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

|_| 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. The Trust may accept
requests for exchanges of up to 50 accounts per day from representatives of
authorized dealers that qualify for this privilege.

|_| 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.

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

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 and Distributions. The Trust intends to
qualify under the Internal Revenue Code during each fiscal year to pay
"exempt-interest dividends" to its shareholders. 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. The Trust will only be eligible to pay exempt-interest
dividends if at the end of each calendar quarter at least 50 percent of the
value of the Trust's total assets consists of such municipal securities.

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 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 treats the dividend as a receipt of
either ordinary income or long-term capital gain in the computation of 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; or
(4) an excess of net short-term capital gain over net long-term capital
loss from the Trust.

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 such benefits are subject to federal income tax. Losses realized by
shareholders on the redemption of Trust shares within six months of purchase
(which period may be shortened by regulation) will be disallowed for federal
income tax purposes to the extent of exempt-interest dividends received on
such shares.

If the Trust qualifies as a "regulated investment company" under the
Internal Revenue Code, it will not be liable for federal income taxes on
amounts paid by it as dividends and 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
distributions made to shareholders.

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.

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. However, the Trust's Board of Trustees and the Manager might
determine in a particular year that it would be in the best interest of
shareholders not to make 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.

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

Additional Information About the Trust

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

The Transfer Agent. Shareholder Services, Inc. the Trust's Transfer Agent,
is responsible for maintaining the Trust's shareholder registry and
shareholder accounting records, and for paying dividends and distributions to
shareholders of the Trust. It also handles shareholder servicing and
administrative functions. It is paid on a "at-cost" basis.

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 will be 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 Auditors. Deloitte & Touche LLP are the independent auditors of
the Trust. They audit the Trust's financial statements and perform other
related audit services. They also act as auditors for the Manager and OFI
and for certain other funds advised by the Manager and its affiliates.

A-5
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 Fund. 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 structures 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 with 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.

LONG TERM DEBT RATINGS.
- ------------------------------------------------------------------------------

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

Moody's Investors Service, Inc. ("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. 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 & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. ("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 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, Inc. ("Fitch")

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

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

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

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

B-12

Appendix B

Municipal Bond Industry Classifications

Adult Living Facilities
Bond Anticipation Notes
Education
Electric Utilities
Gas Utilities
General Obligation
Higher Education
Highways/Railways
Hospital/Healthcare
Manufacturing, Durable Goods
Manufacturing, Non Durable Goods
Marine/Aviation Facilities
Multi-Family Housing
Municipal Leases
Non Profit Organization
Parking Fee Revenue
Pollution Control
Resource Recovery
Revenue Anticipation Notes
Sales Tax Revenue
Sewer Utilities
Single Family Housing
Special Assessment
Special Tax
Sports Facility Revenue
Student Loans
Tax Anticipation Notes
Tax & Revenue Anticipation Notes
Telephone Utilities
Water Utilities

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

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

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

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

Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043

Independent Auditors
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

PX0180.001.1101

CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits

(a) 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.

(b) By-Laws, as amended and restated through October 24, 2000: To be filed
by. Post-Effective Amendment.

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

(g) Custodian Agreement dated June 1, 1990: Previously filed with
Registrant's Post-Effective Amendment No. 3 (10/22/91), 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.

(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 Auditors' Consent: To be filed by Post-Effective Amendment.

(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) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through
August 22, 2000: Previously filed with Post-Effective Amendment No.62, to
the registration statement of Oppenheimer Money Market Fund, Inc. (Reg. No.
2-49887), (11/20/00), and incorporated herein by reference.

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

(o) Powers of Attorney for all Trustees/Directors and Officers except for
Mr. Armstrong, Mr. Cameron, Mr. Marshall and Mr. Grabish (including Certified
Board Resolutions): Previously filed with Pre-Effective Amendment No. 2 to
the Registration Statement of Oppenheimer Select Managers (Reg. No.
333-49774), (2/8/01), and incorporated herein by reference. Powers of
Attorney for Mr. Armstrong, Mr. Cameron, Mr. Marshall and Mr. Grabish: Filed
herewith.

- ------------------------------------------------------------------------------
(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated
March 1, 2000 under Rule 17j-1 of the Investment Company Act of 1940:
Previously filed with the initial Registration Statement of Oppenheimer
Emerging Growth Fund (Reg. No. 333-44176), (8/21/00), 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 26(b) below.

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

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

Robert Agan,
Vice President Vice President of Shareholder Services,
Inc.

Andrew J. Donohue,
President and Director Executive Vice President (since January
1993), General Counsel (since October
1991) and a director (since September
1995) of OppenheimerFunds, Inc.;
Executive Vice President (since September
1993) and a director (since January 1992)
of the Sub-Distributor; Executive Vice
President, General Counsel and a director
(since September 1995) of HarbourView
Asset Management Corporation, Shareholder
Services, Inc., Shareholder Financial
Services, Inc. and Oppenheimer
Partnership Holdings, Inc., of OFI
Private Investments, Inc. (since March
2000), and of PIMCO Trust Company (since
May 2000); President and a director of
Oppenheimer Real Asset Management, Inc.
(since July 1996); Vice President and a
director (since September 1997) of
OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc; a
director (since April 2000) of
OppenheimerFunds Legacy Program, a
charitable trust program established by
the Manager; General Counsel (since May
1996) and Secretary (since April 1997) of
Oppenheimer Acquisition Corp.; an officer
of other Oppenheimer funds.

Katherine P. Feld,
Secretary and Director Vice President and Secretary of the
Sub-Distributor and of OppenheimerFunds,
Inc.; Vice President and Secretary of
Oppenheimer Real Asset Management, Inc.;
Secretary of HarbourView Asset Management
Corporation, Oppenheimer Partnership
Holdings, Inc., Shareholder Financial
Services, Inc. and Shareholder Services,
Inc.

Ray Olson,
Treasurer Assistant Vice President of
OppenheimerFunds, Inc.

Brian W. Wixted,
Assistant Treasurer Senior Vice President and Treasurer
(since March 1999) of OppenheimerFunds,
Inc., HarbourView Asset Management
Corporation, Shareholder Services, Inc.,
Oppenheimer Real Asset Management
Corporation, Shareholder Financial
Services, Inc. and Oppenheimer
Partnership Holdings, Inc., of OFI
Private Investments, Inc. (since March
2000) and of OppenheimerFunds
International Ltd. and Oppenheimer
Millennium Funds plc (since May 2000);
Treasurer and Chief Financial Officer
(since May 2000) of PIMCO Trust Company;
Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp.; an officer
of other Oppenheimer funds; formerly
Principal and Chief Operating Officer,
Bankers Trust Company - Mutual Fund
Services Division (March 1995 - March
1999).

Arthur J. Zimmer,
Vice President Senior Vice President (since April 1999)
of HarbourView Asset Management
Corporation; an officer and/or portfolio
manager of certain Oppenheimer funds.

The Oppenheimer Funds include the New York-based Oppenheimer Funds, the
Denver-based Oppenheimer Funds and the Oppenheimer Quest /Rochester Funds, as
set forth below:

New York-based Oppenheimer Funds
--------------------------------

Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Preservation Fund

Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Large Cap Growth Fund
Oppenheimer Mid Cap Value Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer Multiple Strategies Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer Series Fund, Inc.

Oppenheimer Trinity Core Fund
Oppenheimer Trinity Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust

Quest/Rochester Funds
---------------------

Limited Term New York Municipal Fund
Oppenheimer Convertible Securities Fund
Oppenheimer MidCap Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Rochester Fund Municipals

Denver-based Oppenheimer Funds
------------------------------

Centennial America Fund, L.P.
Centennial California Tax Exempt Trust

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

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc.,
HarbourView Asset Management Corp., Oppenheimer Partnership Holdings, Inc.,
Oppenheimer Acquisition Corp. and OFI Private Investments, Inc. is Two World
Trade Center, New York, New York 10048-0203.

The address of the New York-based Oppenheimer Funds, the Quest Funds, the
Rochester-based funds, the Denver-based Oppenheimer Funds, Shareholder
Financial Services, Inc., Shareholder Services, Inc., OppenheimerFunds
Services, Centennial Asset Management Corporation, Centennial Capital Corp.,
and Oppenheimer Real Asset Management, Inc. is 6803 South Tucson Way,
Englewood, Colorado 80112.

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 Positions & Offices Positions and Offices
Business Address with Underwriter with Registrant
- ---------------- ---------------- ---------------

Robert Agan(1) Vice President None

Andrew J. Donohue(1) President and Director Vice President and
Secretary

Katherine P. Feld(1) Secretary and Director None

Ray Olson Treasurer None

Brian W. Wixted Assistant Treasurer Treasurer

Arthur Zimmer(2) Vice President None

(1)Two World Trade Center, New York, NY 10048-0203
(2)6803 South Tucson Way, Englewood, CO 80112

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, Englewood, Colorado 80112.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Arapahoe and State of Colorado on
the 24th day of August, 2001.

CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

By: /s/ James C.
-------------
Swain *
- ------------------------------
James C. Swain, Chairman

/s/ James C. Swain* Chairman of the Board,
- ---------------------------------- Chief Executive
Officer August 24, 2001
James C. Swain and Trustee

/s/ Brian W. Wixted* Treasurer and Principal August 24, 2001
- ---------------------------------- Financial and
Brian W. Wixted Accounting Officer

/s/ William L. Armstrong * Trustee August 24, 2001
- ----------------------------------
William L. Armstrong

/s/ Robert G. Avis* Trustee August 24, 2001

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

/s/ George Bowen* Trustee August 24, 2001
- ----------------------------------
George Bowen

s/ Edward L. Cameron * Trustee August 24, 2001
- ----------------------------------
Edward L. Cameron

/s/ Jon S. Fossel* Trustee August 24, 2001
- ----------------------------------

Jon S. Fossel

/s/Richard F. Grabish* Trustee August 24, 2001
- ----------------------------------
Richard F. Grabish

/s/ Sam Freedman* Trustee August 24, 2001
- ----------------------------------

Sam Freedman

/s/ C. Howard Kast* Trustee August 24, 2001

- ----------------------------------
C. Howard Kast

/s/ Robert M. Kirchner* Trustee August 24, 2001

- ----------------------------------
Robert M. Kirchner

/s/ F. William Marshall Trustee August 24, 2001
- ----------------------------------
F. William Marshall

*By: /s/ Robert G. Zack
- -----------------------------------------
Robert G. Zack, Attorney-in-Fact

CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

EXHIBIT INDEX

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

23(o) Powers of Attorney

prosai\180\180ptc_01(a)

- --------

1 Messrs. Bowen, Cameron and Marshall. are not Directors of Panorama Series
Fund, Inc. Messrs. Armstrong, Bowen, Cameron, Fossel and Marshall are not
Managing General Partners of Centennial America Fund, L.P. Messrs. Cameron
and Marshall are not Trustees of Oppenheimer Municipal Fund. Mr. Grabish is
only a Trustee of Centennial Money Market Trust, Centennial Tax Exempt Trust,
Centennial Government Trust, Centennial New York Tax Exempt Trust and
Centennial California Tax Exempt Trust.

2. 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 Fund (or its parent
corporation) and who do not have any direct or indirect financial interest in
the operation of any agreement under the plan.

EX-24 3 poas.htm POWERS OF ATTORNEY CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

                               POWER OF ATTORNEY


            KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes and
appoints  Andrew J. Donohue or Robert G. Zack, and each of them, his true and lawful
attorneys-in-fact  and agents,  with full power of substitution and  resubstitution,
for him and in his  capacity  as Trustee or Director of  Centennial  California  Tax
Exempt Trust and Centennial New York Tax Exempt Trust (the "Funds"),  to sign on his
behalf any and all Registration Statements (including any post-effective  amendments
to  Registration  Statements)  under  the  Securities  Act of 1933,  the  Investment
Company Act of 1940 and any amendments and supplements  thereto, and other documents
in  connection  thereunder,  and to file the same,  with all exhibits  thereto,  and
other  documents  in  connection   therewith,   with  the  Securities  and  Exchange
Commission,  granting unto said attorneys-in-fact and agents, and each of them, full
power and  authority  to do and perform each and every act and thing  requisite  and
necessary  to be done in and  about the  premises,  as fully as to all  intents  and
purposes as he might or could do in person,  hereby  ratifying  and  confirming  all
that said  attorneys-in-fact  and agents, and each of them, may lawfully do or cause
to be done by virtue hereof.


Dated this 23rd day of February, 2001.







/s/ William L. Armstrong
- -------------------------
William L. Armstrong






















ProSAI/POADenBd\POA-Armstrong_180_780.doc





                               POWER OF ATTORNEY


            KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes and
appoints  Andrew J. Donohue or Robert G. Zack, and each of them, his true and lawful
attorneys-in-fact  and agents,  with full power of substitution and  resubstitution,
for him and in his  capacity  as Trustee or Director of  Centennial  California  Tax
Exempt Trust and Centennial New York Tax Exempt Trust (the "Funds"),  to sign on his
behalf any and all Registration Statements (including any post-effective  amendments
to  Registration  Statements)  under  the  Securities  Act of 1933,  the  Investment
Company Act of 1940 and any amendments and supplements  thereto, and other documents
in  connection  thereunder,  and to file the same,  with all exhibits  thereto,  and
other  documents  in  connection   therewith,   with  the  Securities  and  Exchange
Commission,  granting unto said attorneys-in-fact and agents, and each of them, full
power and  authority  to do and perform each and every act and thing  requisite  and
necessary  to be done in and  about the  premises,  as fully as to all  intents  and
purposes as he might or could do in person,  hereby  ratifying  and  confirming  all
that said  attorneys-in-fact  and agents, and each of them, may lawfully do or cause
to be done by virtue hereof.


Dated this 23rd day of February, 2001.







_/s/Edward L. Cameron
- ---------------------
Edward L. Cameron






















ProSAI/POADenBd \POA-Cameron_180_780.doc





                               POWER OF ATTORNEY


            KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes and
appoints  Andrew J. Donohue or Robert G. Zack, and each of them, his true and lawful
attorneys-in-fact  and agents,  with full power of substitution and  resubstitution,
for him and in his  capacity as Trustee of  Centennial  California  Tax Exempt Trust
(the "Fund"), to sign on his behalf any and all Registration  Statements  (including
any post-effective  amendments to Registration  Statements) under the Securities Act
of 1933,  the  Investment  Company Act of 1940 and any  amendments  and  supplements
thereto,  and other documents in connection  thereunder,  and to file the same, with
all  exhibits  thereto,  and  other  documents  in  connection  therewith,  with the
Securities  and  Exchange  Commission,  granting  unto  said  attorneys-in-fact  and
agents,  and each of them, full power and authority to do and perform each and every
act and thing  requisite  and  necessary  to be done in and about the  premises,  as
fully as to all  intents  and  purposes  as he might or could do in  person,  hereby
ratifying and confirming  all that said  attorneys-in-fact  and agents,  and each of
them, may lawfully do or cause to be done by virtue hereof.


Dated this 25th day of April, 2001.




/s/ Richard F. Grabish
- ------------------------------
Richard F. Grabish





















POA-Grabish_180.doc





                               POWER OF ATTORNEY


            KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes and
appoints  Andrew J. Donohue or Robert G. Zack, and each of them, his true and lawful
attorneys-in-fact  and agents,  with full power of substitution and  resubstitution,
for him and in his  capacity  as Trustee or Director of  Centennial  California  Tax
Exempt Trust and Centennial New York Tax Exempt Trust (the "Funds"),  to sign on his
behalf any and all Registration Statements (including any post-effective  amendments
to  Registration  Statements)  under  the  Securities  Act of 1933,  the  Investment
Company Act of 1940 and any amendments and supplements  thereto, and other documents
in  connection  thereunder,  and to file the same,  with all exhibits  thereto,  and
other  documents  in  connection   therewith,   with  the  Securities  and  Exchange
Commission,  granting unto said attorneys-in-fact and agents, and each of them, full
power and  authority  to do and perform each and every act and thing  requisite  and
necessary  to be done in and  about the  premises,  as fully as to all  intents  and
purposes as he might or could do in person,  hereby  ratifying  and  confirming  all
that said  attorneys-in-fact  and agents, and each of them, may lawfully do or cause
to be done by virtue hereof.


Dated this 23rd day of February, 2001.







/s/ F. William Marshall, Jr.
- -----------------------------
F. William Marshall, Jr.




















ProSAI/POADenBd \POA-Marshall_180_780.doc

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