UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-4803

Oppenheimer Municipal Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip code)

Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: September 30

Date of reporting period: 09/30/2009

Item 1. Reports to Stockholders.

September 30, 2009 Oppenheimer            Management Limited Term            Commentaries and Municipal Fund            Annual Report M A N A G E M E N T C O M M E N TA R I E S An Interview with Your Fund’s Portfolio Managers A N N U A L R E P O RT Listing of Top Holdings Fund Performance Discussion Listing of Investments Financial Statements “Technology allows investors to be more informed than ever, but it doesn’t change our advice to shareholders: Invest for the long term and let tax-free income compound over time.” —Dan Loughran, Senior Vice President, Senior Portfolio Manager and Team Leader, OppenheimerFunds/Rochester

TOP HOLDINGS AND ALLOCATIONS

Top Ten Categories
Tobacco—Master Settlement Agreement	19.6	%
Hospital/Health Care	14.2
Marine/Aviation Facilities	13.4
Single-Family Housing	6.3
Industrial Conglomerates	5.8
Multifamily Housing	5.4
Electric Utilities	5.0
Resource Recovery	3.2
Gas Utilities	2.7
Sales Tax Revenue	2.0

Portfolio holdings are subject to change. Percentages are as of September 30, 2009, and are based on total assets.

Credit Allocation
AAA	14.1	%
AA	8.9
A	28.5
BBB	41.4
BB or lower	7.1

Credit allocations are subject to change. Percentages are based on the total market value of investments as of September 30, 2009. Market value, the total value of the Fund’s securities, does not include cash. Credit allocations include securities rated by national ratings organizations as well as unrated securities. Unrated securities have been assigned ratings by the manager and are deemed comparable, in the Manager’s judgment, to the rated securities in each category; they represented 10.47% of the Fund’s investments at the end of this reporting period. All ratings are shown as the equivalent S&P rating. AAA, AA, A and BBB are investment-grade ratings.

13 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

FUND PERFORMANCE DISCUSSION

How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund’s performance during its fiscal year ended September 30, 2009, followed by a graphical comparison of the Fund’s performance to appropriate broad-based market indices.

Management’s Discussion of Fund Performance. During the 12-month period ended September 30, 2009, prices in the municipal bond market generally rose, contributing to higher net asset values and highly favorable total returns for Oppenheimer Limited Term Municipal Fund. In all, the Class A shares produced an annual total return of 8.64% at net asset value for the reporting period (4.83% with sales charge). As of September 30, 2009, the Fund’s Class A shares provided the highest level of tax-free income among its peer funds, according to Lipper Inc., and more income on a tax-equivalent basis than many corporate fixed-income alternatives. As of September 30, 2009, the distribution yield for the Fund’s Class A shares was 4.90% at NAV.

     In all, Oppenheimer Limited Term Municipal Fund distributed 70.1 cents per Class A share, including a small amount of taxable income. The Fund’s dividend, which was 5.8 cents per Class A share at the outset of this reporting period, rose to 5.9 cents per Class A share with the May 2009 payout.

     Oppenheimer Limited Term Municipal Fund held more than 1,300 securities and had an average credit quality of A-minus as of September 30, 2009.¹ The default rate for bonds in the portfolio remained within our expectations throughout this reporting period.

     As the charts on pages 19 to 21 show, the Fund’s performance improved this reporting period, which was tumultuous at the outset but was eventually characterized by renewed investor demand and what we believe to be the end of this latest cycle of credit spread widening. As was evident during the 2007-2008 credit crisis, credit spread widening is typically more detrimental to the sectors and types of securities this Fund favors than to the Fund’s benchmark. Widening spreads typically have the greatest negative effect on BBB-rated, lower-rated and unrated securities. The reverse is also true: as spreads tighten, BBB-rated, lower-rated and unrated securities typically outperform other securities. We believe that this latest cycle of spread widening has run its course and that our Fund’s investments offer structural advantages over the long term. We encourage investors to remain focused on their long-term financial objectives for high levels of tax-free income.

1. The Fund’s average credit quality is weighted to reflect the relative credit strength and market value of each holding as of September 30, 2009. The calculation, which is subject to change, includes securities rated by national rating organizations as well as unrated securities that have ratings assigned by the manager in categories equivalent to those of rating organizations. All bonds are grouped based on the equivalent S&P rating. AAA, AA, A and BBB are investment-grade ratings.

14 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

     The Fund continued to be invested this reporting period in bonds backed by proceeds from the tobacco Master Settlement Agreement (the MSA), the national litigation settlement with U.S. tobacco manufacturers. At the end of this reporting period, MSA-backed tobacco bonds accounted for 19.6% of Fund total assets and comprised the Fund’s largest sector.²

     The sector, which typically offers high-yielding, investment-grade securities, can be prone to price volatility. Widening credit spreads and other market factors (like supply and demand) typically contribute to this volatility. Standard & Poor’s and Fitch Ratings each lowered their assessments of this sector during this reporting period, but we do not believe that the prices of “tobacco bonds” were affected consequentially.

     During this reporting period, media reports focused on two other tobacco-related developments: the April 1 increase in cigarette taxes and the President’s signature on the Family Smoking Prevention and Tobacco Control Act, which put the Food and Drug Administration in charge of regulating the making and marketing of cigarettes and other tobacco products.

     We do not agree with the analysts who opined that these developments represent new threats to the MSA or the bonds backed by MSA payments. Nor are we concerned about the long-term viability of the MSA. Here’s why: First, consumption trends over the years have largely tracked the forecasts that were built into MSA-backed bonds, and this has been true even as the cost of a pack of cigarettes has steadily risen. There is no reason to believe that the new tax will significantly alter consumers’ smoking habits. Second, putting the FDA in charge of tobacco regulation was strongly advocated by Philip Morris, the country’s leading cigarette manufacturer. We think it unlikely that the company would have backed a plan that it thought would hurt its industry. Further, the company is not alone in believing that smaller companies will have a harder time complying with new regulations and will thus lose market share to the industry’s leading players. This, in turn, should improve MSA revenues and encourage early redemptions of existing bonds.

2. Investments in “tobacco bonds,” which are backed by the proceeds a state or territory receives from the 1998 national litigation settlement with tobacco manufacturers, may be vulnerable to economic and/or legislative events that affect issuers in a particular municipal market sector. Annual payments by MSA-participating manufacturers, for example, hinge on many factors, including annual domestic cigarette shipments, inflation and the relative market share of non-participating manufacturers. While consumption has largely been in line with the assumptions used to structure MSA-backed bonds, future MSA payments could be reduced if consumption were to fall more rapidly than originally forecast.

15 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

FUND PERFORMANCE DISCUSSION

     We continue to believe that carefully researched, investment-grade tobacco bonds remain fundamentally sound. As in many other reporting periods, the tobacco bonds this Fund held during this reporting period made all interest payments and scheduled payments of principal in a timely manner. While prices continued to be under pressure and volatile, our tobacco bonds have highly favorable yields and thus contributed positively to the Fund’s performance this reporting period.

     As of September 30, 2009, the Fund was invested in the hospital/health care sector, which represented 14.2% of the Fund’s total assets, and in the electric and gas utilities sector, with 5.0% and 2.7% of the Fund’s total assets, respectively. Our holdings in these sectors consist of securities in the mid-range of the credit spectrum as well as some insured bonds. The overall fundamentals in these sectors remained stable this reporting period. Sector performance was adversely affected by widening credit spreads in the early months of this reporting period, but these sectors have posted positive results since the beginning of calendar year 2009.

     The national housing markets remained challenging this reporting period and, as a result, the single-family and multifamily housing sectors continued to be volatile. The securities held by this Fund continued to provide high levels of tax-free income and, we believe, long-term investors should ultimately benefit from this Fund’s carefully selected holdings in these housing sectors. Overall, higher-grade housing bonds continued to represent better investments than lower-grade ones. As of September 30, 2009, bonds in the single-family and multifamily housing sectors represented 6.3% and 5.4% of the Fund’s total assets, respectively.

     The Fund continued to be invested in securities used to finance marine and aviation facilities this reporting period. Many of these securities are high-grade investments that are backed by a security interest in the terminals, maintenance facilities and other on-site projects whose construction they finance. As a result, these bonds offer investors valuable collateral. As of September 30, 2009, 13.4% of the Fund’s total assets were invested in the marine/aviation facilities sector, which contributed positively to Fund performance this reporting period.

     The Fund uses a dollar-weighted approach to measuring the average maturity of its securities and seeks an average effective maturity of 5 years or less for its portfolio. As usual, the securities held by the Fund had a range of stated and effective maturities, some above and some below 5 years. As of September 30, 2009, the average effective maturity for this Fund was below 5 years. Funds with lower average effective maturities and durations typically experience less share-price volatility than most longer-term funds, and we are proud that this Fund once again delivered highly competitive levels of tax-free income

16 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

this reporting period. Under normal market conditions, the Fund seeks to maintain at least 95% of its net assets in investment-grade municipal securities; not more than 5% of net assets will be invested in securities rated below investment grade at the time of acquisition. As can happen when bond ratings change and prices fluctuate, the proportion of below-investment-grade securities held by the Fund rose above the 5% threshold this reporting period. Since that occurred, the Fund has not invested in additional below-investment-grade bonds. The Rochester investment team reiterated its intent to limit the Fund’s exposure to below-investment-grade credits and continued to manage the Fund this reporting period so that it exhibited less price volatility than the typical longer-term fund.

     During this reporting period, the Fund remained invested in municipal inverse-floating rate securities, which are tax-exempt securities with interest payments that move inversely to changes in short-term interest rates. These “inverse floaters” generally offer higher tax-free yields than fixed-rate bonds of comparable maturity and credit quality, but they often face greater price volatility, too. When the short-term market faced unprecedented turmoil in the early months of this reporting period, the income that muni funds across the industry earned from this type of security was diminished. However, inverse floaters provided attractive levels of tax-free income in the second half of this reporting period and, for the full 12 months, contributed quite favorably to the Fund’s total return. This outcome illustrates why we continue to believe that “inverse floaters” belong in our fund portfolios.

     Additionally, the Fund’s line of credit increased partway through this reporting period. The Fund used its line of credit at times to avoid having to sell tax-free assets at lower-than-acceptable prices. The Fund also used it opportunistically to buy yield-enhancing securities.

     Our approach to municipal bond investing is flexible and responsive to market conditions. Shareholders should note that market conditions during this reporting period did not affect the Fund’s overall investment objectives or cause it to pay any capital gain distributions. In closing, we believe that the Fund’s structure and composition as well as our time-tested strategies will continue to benefit long-term investors through interest rate and economic cycles.

Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares of the Fund held until September 30, 2009. In the case of Class A, Class B and Class C shares, performance is measured over a ten-fiscal-year period. The Fund’s performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B and Class C shares, and reinvestments of all dividends and capital gains distributions.

17 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

FUND PERFORMANCE DISCUSSION

     The Fund’s performance is compared to the performance of that of the Barclays Capital Global Aggregate Bond Index, an unmanaged index of a broad range of investment-grade municipal bonds that is widely regarded as a measure of the performance of the general municipal bond market and the Consumer Price Index, a non-securities index that measures change in the inflation rate. Index performance reflects the reinvestment of dividends but does not consider the effect of capital gains or transaction costs, and none of the data in the graphs that follow shows the effect of taxes. The Fund’s performance reflects the effects of Fund business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the securities in the indices.

18 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

Class A Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvestment of dividends and capital gains, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 3.50%; for Class B shares, the contingent deferred sales charge of 4% (1-year) and 1% (5-year); and for Class C shares, the contingent 1% deferred sales charge for the 1-year period. Because Class B shares convert to Class A shares 72 months after purchase, since-inception return for Class B shares uses Class A performance for the period after conversion. See page 22 for further information.

19 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

FUND PERFORMANCE DISCUSSION

Class B Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

20 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

Class C Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvestment of dividends and capital gains, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 3.50%; for Class B shares, the contingent deferred sales charge of 4% (1-year) and 1% (5-year); and for Class C shares, the contingent 1% deferred sales charge for the 1-year period. Because Class B shares convert to Class A shares 72 months after purchase, since-inception return for Class B shares uses Class A performance for the period after conversion. See page 22 for further information.

21 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

NOTES

Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns shown do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

Investors should consider the Fund’s investment objectives, risks, and other charges and expenses carefully before investing. The Fund’s prospectus and, if available, the Fund’s summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus carefully before investing.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

Class A shares of the Fund were first publicly offered on 11/11/86. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 3.50%.

Class B shares of the Fund were first publicly offered on 9/11/95. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 4% (1-year) and 1% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 12/1/93. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.

An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.

22 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

FUND EXPENSES

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended September 30, 2009.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in the Statement of Additional Information). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

23 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

FUND EXPENSES Continued

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	April 1, 2009		September 30, 2009		September 30, 2009
Actual
Class A	$	1,000.00	$	1,132.10	$	5.89
Class B		1,000.00		1,127.50		10.45
Class C		1,000.00		1,128.40		9.91
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.55		5.58
Class B		1,000.00		1,015.29		9.90
Class C		1,000.00		1,015.79		9.39

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). Those annualized expense ratios based on the 6-month period ended September 30, 2009 are as follows:

Class	Expense Ratios
Class A		1.10	%
Class B		1.95
Class C		1.85

The expense ratios reflect reduction to custodian expenses and voluntary waivers or reimbursements of expenses by the Fund’s Manager at can be terminated at any time, without advance notice. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

24 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS September 30, 2009

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Municipal Bonds and Notes—106.5%
Alabama—1.9%
$	35,000	AL HFA (South Bay Apartments)1		5.950	%		02/01/2033		02/01/2013	A	$	35,964
	145,000	Bayou La Batre, AL Utilities Board (Water & Sewer)1		5.750			03/01/2027		11/02/2009	A		145,032
	30,000	Bessemer, AL Medical Clinic Board (Bessemer Carraway Medical Center)1		5.625			05/15/2017		11/02/2009	A		30,021
	2,840,000	Bessemer, AL Medical Clinic Board (Bessemer Carraway Medical Center)1		6.750			04/01/2011		11/02/2009	A		2,847,753
	4,900,000	Bessemer, AL Medical Clinic Board (Bessemer Carraway Medical Center)1		7.250			04/01/2015		11/02/2009	A		4,911,319
	65,000	Birmingham, AL Private Educational Building Authority (Birmingham-Southern College)1		6.000			12/01/2021		02/01/2021	B		58,837
	50,000	Birmingham, AL Special Care Facilities (Children’s Hospital of Alabama)1		5.375			06/01/2017		11/02/2009	A		50,055
	190,000	Courtland, AL Industrial Devel. Board (Champion International Corp.)1		6.700			11/01/2029		11/01/2011	A		191,982
	2,000,000	Courtland, AL Industrial Devel. Board (International Paper Company)1		5.000			11/01/2013		11/01/2013			2,093,840
	4,090,000	Cullman, AL Medical Clinic (Cullman Regional Medical Center)1		6.500			02/15/2013		11/02/2009	A		4,092,290
	125,000	Fairview, AL Governmental Utility Services Corp. (East Cullman Water System)1		6.000			02/01/2020		02/01/2010	A		125,234
	5,000	Huntsville, AL Industrial Devel. Board (Coltec Industries)		9.875			10/01/2010		10/01/2010			2,750
	1,630,000	Jefferson County, AL Sewer1		5.250			02/01/2011		02/01/2010	B		1,594,124
	1,445,000	Jefferson County, AL Sewer		5.250			02/01/2015		02/01/2010	B		1,411,433
	100,000	Jefferson County, AL Sewer		5.375			02/01/2027		05/22/2025	B		34,721
	290,000	Jefferson County, AL Sewer1		5.625			02/01/2022		03/18/2021	B		101,071
	1,600,000	Lauderdale County & Florence, AL Health Care Authority (Coffee Health Group)1		5.750			07/01/2013		07/01/2011	A		1,615,216
	45,000	Mobile, AL Industrial Devel. Board (International Paper Company)1		6.700			03/01/2024		03/01/2011	A		45,620
	50,000	Mobile, AL Limited Obligation Tax1		5.500			02/15/2023		02/15/2014	A		52,196
	3,950,000	Morgan County-Decatur, AL Health Care Authority (Decatur General Hospital)1		6.250			03/01/2013		11/02/2009	A		3,956,044
	15,756,000	Morgan County-Decatur, AL Health Care Authority (Decatur General Hospital)1		6.375			03/01/2024		11/02/2009	A		15,765,138
	60,000	Tuskegee, AL Utilities Board1		5.500			02/01/2016		11/02/2009	A		60,071
	80,000	Tuskegee, AL Utilities Board1		5.500			02/01/2022		11/02/2009	A		80,033
												39,300,744
Alaska—1.4%
	25,000	AK HFC (Veterans Mtg.)1		5.200			12/01/2014		06/01/2012	A		25,957
	25,000	AK HFC, Series A-11		5.500			12/01/2017		01/02/2010	A		25,075

F1 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Alaska Continued
$	10,000	AK HFC, Series A-21		5.750	%		06/01/2024		12/01/2009	A	$	10,208
	73,000,000	AK HFC, Series A-2		5.782	2		06/01/2037		08/18/2030	B		13,655,380
	15,000	AK HFC, Series A-21		5.900			06/01/2014		12/01/2009	A		15,548
	9,955,000	AK HFC, Series A-21		6.200			12/01/2021		12/01/2009	A		10,309,796
	10,000	AK Industrial Devel. & Export Authority (Lake Dorothy Hydroelectric)1		5.250			12/01/2021		01/07/2020	B		9,711
	500,000	AK Industrial Devel. & Export Authority (Snettisham)1		5.500			01/01/2017		01/01/2011	A		505,015
	35,000	AK International Airports, Series C1		6.100			10/01/2017		11/02/2009	A		35,063
	4,135,000	AK Northern Tobacco Securitization Corp. (TASC)1		4.625			06/01/2023		06/20/2012	B		3,998,421
	10,000	AK Northern Tobacco Securitization Corp. (TASC)1		6.200			06/01/2022		06/01/2010	A		10,324
												28,600,498
Arizona—3.6%
	36,075,000	AZ Health Facilities Authority (Banner Health System)3		6.000			01/01/2030		01/01/2013	A		37,705,141
	50,000	AZ Student Loan Acquisition Authority1		5.900			05/01/2024		11/01/2011	A		50,873
	1,375,000	Goodyear, AZ IDA Water and Sewer (Litchfield Park Service Company)1		6.750			10/01/2031		05/07/2028	B		1,219,680
	1,805,000	Hassayampa, AZ Community Facilities District (Hassayampa Village Community)1		7.750			07/01/2021		04/01/2013	A		1,843,356
	1,365,000	Litchfield Park, AZ Community Facility District1		6.375			07/15/2026		12/10/2022	B		1,244,962
	1,500,000	Maricopa County, AZ IDA (Christian Care Mesa II)		6.000			01/01/2014		07/01/2011	B		1,465,830
	50,000	Maricopa County, AZ IDA (Villas de Merced Apartments)1		5.450			12/20/2027		10/13/2009	A		50,021
	1,380,000	Maricopa County, AZ IDA (Waste Management/Waste Management of AZ Obligated Group)1		7.000			12/01/2031		12/01/2010	D		1,431,239
	15,000	Maricopa County, AZ IDA (Whispering Palms Apartments)1		5.600			07/01/2013		07/01/2013			14,137
	17,135,000	Maricopa County, AZ IDA Health Facilities (Catholic Healthcare West)1		6.000			07/01/2021		11/02/2009	A		17,151,278
	50,000	Maricopa County, AZ Pollution Control Corp. (Public Service Company of New Mexico)1		6.300			12/01/2026		11/02/2009	A		50,017
	5,000,000	Mohave County, AZ IDA (Mohave Prison)1		6.750			05/01/2012		11/06/2011	A		5,165,700
	3,530,000	Mohave County, AZ IDA (Mohave Prison)1		7.000			05/01/2013		05/01/2013			3,919,959
	1,515,000	Phoenix, AZ IDA (Gourmet Boutique West)1		5.500			11/01/2017		11/01/2017			1,259,753
	50,000	Pima County, AZ IDA (International Studies Academy)1		6.750			07/01/2031		07/01/2031			45,578
	465,000	Pima County, AZ IDA (Tucson Electric Power Company)1		7.250			07/15/2010		01/15/2010	A		467,585

F2 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Arizona Continued
$	5,000	Scottsdale, AZ IDA (Scottsdale Memorial Hospitals)1		5.500	%		09/01/2012		04/28/2010	A	$	5,429
	70,000	Tucson & Pima Counties, AZ IDA (Single Family Mtg.)1		6.200			01/01/2034		01/01/2011	A		72,641
	465,000	Tucson & Pima Counties, AZ IDA (Single Family Mtg.)1		6.350			01/01/2034		01/01/2010	A		477,323
	630,000	Tucson, AZ IDA (Joint Single Family Mtg.)1		5.250			07/01/2038		01/01/2013	B		610,684
	1,750,000	Verrado, AZ Community Facilities District No. 11		6.500			07/15/2027		07/03/2023	B		1,601,775
												75,852,961
Arkansas—0.4%
	465,000	AR Devel. Finance Authority (Madison Industrial Devel./Community Living Obligated Group)1		5.800			12/01/2020		11/02/2009	A		465,530
	330,000	AR Devel. Finance Authority (Single Family Mtg.)1		5.300			07/01/2024		07/01/2012	A		334,115
	3,030,000	AR Devel. Finance Authority (Single Family Mtg.)1		6.250			07/01/2031		07/01/2010	A		3,134,899
	2,675,000	AR Devel. Finance Authority (Single Family Mtg.)1		6.250			01/01/2032		07/01/2010	A		2,767,609
	95,000	North Little Rock, AR Health Facilities Board (Baptist Health)1		5.600			07/01/2017		07/01/2011	A		96,068
	50,000	Pope County, AR Pollution Control (Arkansas Power & Light Company)1		6.100			12/01/2016		11/02/2009	A		50,229
	45,000	Pope County, AR Pollution Control (Arkansas Power & Light Company)1		6.300			12/01/2016		12/01/2016			43,685
	40,000	Pope County, AR Pollution Control (Arkansas Power & Light Company)1		6.300			12/01/2016		11/02/2009	A		40,189
	25,000	Pope County, AR Pollution Control (Arkansas Power & Light Company)1		6.300			11/01/2020		11/02/2009	A		25,012
	875,000	Warren, AR Solid Waste Disposal (Potlatch Corp.)1		7.500			08/01/2013		08/01/2013			874,869
												7,832,205
California—6.4%
	4,180,000	Antioch, CA Public Financing Authority1		5.625			01/01/2022		01/01/2011	A		4,332,068
	6,750,000	CA ABAG Finance Authority for NonProfit Corporations (San Diego Hospital Assoc.)1		6.125			08/15/2020		02/15/2012	A		6,932,250
	7,440,000	CA County Tobacco Securitization Agency (TASC)1		0.000	4		06/01/2021		03/15/2014	B		6,288,586
	5,500,000	CA County Tobacco Securitization Agency (TASC)1		0.000	4		06/01/2028		09/14/2018	B		4,214,540
	3,095,000	CA County Tobacco Securitization Agency (TASC)1		0.000	4		06/01/2036		11/23/2021	B		2,201,659

F3 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
California Continued
$	3,000,000	CA County Tobacco Securitization Agency (TASC)1		0.000	%4		06/01/2041		05/22/2022	B	$	2,113,770
	400,000	CA County Tobacco Securitization Agency (TASC)1		5.000			06/01/2026		06/01/2015	B		353,564
	3,050,000	CA County Tobacco Securitization Agency (TASC)1		5.500			06/01/2033		04/24/2013	B		2,545,805
	5,080,000	CA County Tobacco Securitization Agency (TASC)1		5.750			06/01/2029		12/01/2012	B		4,440,936
	2,770,000	CA County Tobacco Securitization Agency (TASC)1		5.875			06/01/2027		06/01/2012	A		2,789,750
	2,505,000	CA County Tobacco Securitization Agency (TASC)1		5.875			06/01/2043		08/27/2019	B		2,179,250
	5,630,000	CA County Tobacco Securitization Agency (TASC)1		6.000			06/01/2029		08/24/2012	B		4,978,215
	135,000	CA County Tobacco Securitization Agency (TASC)1		6.000			06/01/2042		06/26/2020	B		119,771
	29,000,000	CA Golden State Tobacco Securitization Corp. (TASC)1		0.000	4		06/01/2037		05/22/2022	B		19,715,360
	5,645,000	CA Golden State Tobacco Securitization Corp. (TASC)1		4.500			06/01/2027		09/28/2013	B		5,234,665
	475,000	CA Health Facilities Financing Authority (Pomona Valley Hospital Medical Center)1		5.750			07/01/2015		11/02/2009	A		475,418
	2,000,000	CA Hi-Desert Memorial Health Care District1		5.500			10/01/2019		04/25/2018	B		1,938,740
	1,000,000	CA Pollution Control Financing Authority (Waste Management of CA/USA Waste of CA Obligated Group)1		6.750			12/01/2027		12/01/2010	D		1,034,290
	2,305,000	CA Statewide CDA (Fairfield Apartments)1		6.500			01/01/2016		12/22/2011	B		2,128,575
	305,000	CA Statewide Financing Authority Tobacco Settlement (TASC)1		5.625			05/01/2029		05/01/2012	A		305,964
	4,220,000	CA Veterans GO, Series BH1		5.400			12/01/2014		12/01/2009	A		4,228,693
	8,000,000	CA Veterans GO, Series BZ1		5.350			12/01/2021		11/02/2009	A		8,002,160
	4,540,000	Inland, CA Empire Tobacco Securitization Authority (TASC)1		4.625			06/01/2021		06/23/2013	B		4,194,597
	52,500,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		6.900	2		06/01/2036		07/06/2023	B		5,160,750
	10,520,000	Los Angeles, CA Regional Airports Improvement Corp. (American Airlines)1		7.000			12/01/2012		07/02/2011	B		10,515,582
	75,000	Los Angeles, CA Regional Airports Improvement Corp. (Delta-Continental Airlines)1		9.250			08/01/2024		11/02/2009	A		75,129
	11,925,000	Northern CA Tobacco Securitization Authority (TASC)1		4.750			06/01/2023		01/01/2013	B		11,347,711
	3,275,000	Port of Oakland, CA1		5.750			11/01/2016		05/01/2010	A		3,325,239
	940,000	Port of Oakland, CA1		5.750			11/01/2022		05/01/2010	A		954,420

F4 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
California Continued
$	500,000	Riverside County, CA Public Financing Authority COP1		5.750	%		05/15/2019		05/04/2015	B	$	496,685
	1,995,000	San Marcos, CA Special Tax1		5.900			09/01/2028		05/02/2026	B		1,803,380
	6,500,000	Santa Rosa, CA Rancheria Tachi Yokut Tribe Enterprise1		6.125			03/01/2013		04/06/2011	B		6,350,305
	5,065,000	Southern CA Tobacco Securitization Authority1		4.750			06/01/2025		03/31/2013	B		4,796,403
												135,574,230
Colorado—0.8%
	15,000	Boulder County, CO Multifamily Hsg. (Legacy Apartments)1		6.000			11/20/2015		10/19/2009	A		15,024
	50,000	Boulder County, CO Multifamily Hsg. (Legacy Apartments)1		6.100			11/20/2025		10/19/2009	A		50,058
	5,000	CO Hsg. & Finance Authority (Multifamily)1		5.700			10/01/2021		10/19/2009	A		5,005
	50,000	CO Hsg. & Finance Authority (Multifamily)1		5.900			10/01/2038		10/19/2009	A		50,023
	690,000	CO Hsg. & Finance Authority (Single Family)		5.483	2		11/01/2029		04/01/2010	B		226,444
	500,000	CO Hsg. & Finance Authority (Single Family)1		5.900			08/01/2023		11/01/2012	A		510,370
	10,000	CO Hsg. & Finance Authority (Single Family)1		6.050			10/01/2016		02/01/2010	A		10,567
	230,000	CO Hsg. & Finance Authority (Single Family)1		6.450			04/01/2030		04/01/2016	A		235,134
	985,000	CO Hsg. & Finance Authority (Single Family)1		6.800			04/01/2030		03/24/2010	A		1,009,891
	905,000	CO Hsg. & Finance Authority (Single Family)1		6.900			04/01/2029		04/01/2010	A		968,060
	40,000	CO Hsg. & Finance Authority (Single Family)1		7.250			10/01/2031		10/01/2012	A		41,080
	25,000	CO Hsg. & Finance Authority (Single Family)1		7.450			10/01/2016		05/03/2011	A		25,957
	335,000	CO Hsg. & Finance Authority (Single Family)1		7.500			04/01/2031		02/27/2010	A		359,606
	190,000	CO Hsg. & Finance Authority, Series C-21		6.875			11/01/2028		09/01/2010	A		192,930
	260,000	CO Hsg. & Finance Authority, Series D-21		6.350			11/01/2029		02/01/2010	A		271,775
	5,000	CO Water Resources & Power Devel. Authority, Series A1		5.600			11/01/2017		11/02/2009	A		5,006
	10,000	CO Water Resources & Power Devel. Authority, Series A1		5.750			11/01/2010		11/02/2009	A		10,028
	1,950,000	Colorado Springs, CO Hospital (Memorial Health System)1		5.750			12/15/2024		12/15/2014	A		2,039,798
	25,000	Denver, CO City & County Airport1		6.125			11/15/2025		11/02/2009	A		25,077
	2,000,000	Denver, CO City & County Airport, Series A1		6.000			11/15/2014		11/15/2010	A		2,070,840
	3,000,000	Denver, CO City & County Airport, Series A1		6.000			11/15/2015		11/15/2010	A		3,097,230
	3,000,000	Denver, CO City & County Airport, Series A1		6.000			11/15/2016		11/15/2010	A		3,085,050
	2,000,000	Denver, CO City & County Airport, Series A1		6.000			11/15/2018		11/15/2010	A		2,044,640
	500,000	Denver, CO City & County Multifamily Hsg. (National Boston Lofts Associates)1		5.750			10/01/2027		10/19/2009	A		500,115
	420,000	Eagle County, CO Airport Terminal Corp.1		5.050			05/01/2015		10/22/2012	B		372,826
	430,000	Interlocken, CO Metroplitan District1		5.750			12/15/2011		12/15/2009	A		435,676
												17,658,210

F5 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Connecticut—0.5%
$	30,000	CT Airport (Bradley International Airport)1		5.125	%		10/01/2026		04/01/2012	A	$	30,108
	10,000	CT Airport (Bradley International Airport)1		5.125			10/01/2031		11/07/2029	B		9,954
	435,000	CT Devel. Authority (Bridgeport Hydraulic Company)1		6.150			04/01/2035		04/01/2011	A		437,593
	135,000	CT Devel. Authority (Bridgeport Hydraulic Company)1		6.150			04/01/2035		04/01/2011	A		135,805
	40,000	CT Devel. Authority (Church Homes)1		5.700			04/01/2012		11/02/2009	A		40,031
	1,000,000	CT Devel. Authority (Mary Wade Home)1		6.375			12/01/2018		12/01/2009	A		1,022,260
	2,000,000	CT Devel. Authority Airport Facility (Learjet)1		7.950			04/01/2026		10/01/2014	A		2,144,640
	5,500,000	CT Devel. Authority Pollution Control (Connecticut Light & Power Company)1		5.950			09/01/2028		11/02/2009	A		5,582,830
	30,000	CT GO1		5.650			03/15/2012		11/02/2009	A		30,125
	125,000	CT H&EFA (Bridgeport Hospital)1		5.375			07/01/2019		11/02/2009	A		125,068
	55,000	CT H&EFA (Bridgeport Hospital)1		6.625			07/01/2018		11/02/2009	A		55,240
	630,000	CT H&EFA (Bridgeport Hospital/Bridgeport Hospital Foundation Obligated Group)1		6.500			07/01/2012		11/02/2009	A		631,449
	185,000	CT H&EFA (DKH/CHHC/ HNE Obligated Group)1		5.375			07/01/2026		11/02/2009	A		185,187
	15,000	CT H&EFA (New Horizons)1		5.875			11/01/2012		11/02/2009	A		15,027
	10,000	CT HFA1		5.125			05/15/2021		11/15/2009	A		10,016
	30,000	CT HFA1		5.200			11/15/2020		11/15/2009	A		30,020
	10,000	CT HFA1		5.375			11/15/2018		11/15/2009	A		10,056
	130,000	CT HFA, Series C1		5.500			11/15/2035		05/15/2010	A		130,237
	100,000	CT Special Obligation Parking (Bradley International Airport Parking Company)1		6.500			07/01/2018		03/09/2016	B		90,147
	230,000	Eastern CT Res Rec (Wheelabrator Lisbon)1		5.500			01/01/2014		11/02/2009	A		230,246
	50,000	Eastern CT Res Rec (Wheelabrator Lisbon)1		5.500			01/01/2020		11/02/2009	A		50,003
												10,996,042
Delaware—0.0%
	630,000	DE EDA (United Waterworks)1		6.200			06/01/2025		11/02/2009	A		630,712
	270,000	DE Hsg. Authority (Multifamily Mtg.)1		6.950			07/01/2014		02/01/2010	A		290,841
	20,000	DE Hsg. Authority (Multifamily Mtg.)1		7.375			01/01/2015		09/11/2011	B		18,393
	10,000	DE Hsg. Authority (Single Family Mtg.)1		5.450			01/01/2032		07/01/2010	A		10,084
	5,000	DE Hsg. Authority (Single Family Mtg.)1		5.500			07/01/2013		07/01/2010	A		5,133
												955,163
District of Columbia—1.4%
	200,000	District of Columbia (James F. Oyster Elementary School)1		6.450			11/01/2034		11/16/2033	B		159,794
	20,000	District of Columbia HFA (Single Family), Series A1		6.850			06/01/2031		01/01/2010	A		20,218

F6 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
District of Columbia Continued
$	10,000	District of Columbia HFA (Single Family), Series B1		5.850	%		12/01/2018		12/01/2009	A	$	10,363
	25,000	District of Columbia HFA (Single Family), Series B1		5.900			12/01/2028		12/01/2009	A		25,462
	10,440,000	District of Columbia Tobacco Settlement Financing Corp.1		6.250			05/15/2024		11/01/2011	A		10,562,148
	11,320,000	District of Columbia Tobacco Settlement Financing Corp.1		6.750			05/15/2040		05/15/2012	A		11,407,843
	207,670,000	District of Columbia Tobacco Settlement Financing Corp. (TASC)		7.000	2		06/15/2046		06/13/2024	B		8,524,854
												30,710,682
Florida—8.5%
	105,000	Alachua County, FL Health Facilities Authority (Shands Hospital at the University of Florida)1		5.750			12/01/2015		11/02/2009	A		105,147
	4,355,000	Arborwood, FL Community Devel. District (Centex Homes)1		5.250			05/01/2016		05/01/2016			3,458,131
	15,000	Baker County, FL Hospital Authority1		5.300			12/01/2023		11/04/2019	B		12,684
	15,000	Bay County, FL Water System1		6.250			09/01/2014		11/02/2009	A		15,070
	1,080,000	Bonnet Creek, FL Resort Community Devel. District Special Assessment1		7.125			05/01/2012		01/10/2010	B		1,040,278
	6,000,000	Brevard County, FL Health Facilities Authority (Holmes Regional Medical Center)1		5.600			10/01/2010		11/02/2009	A		6,014,160
	250,000	Brevard County, FL Health Facilities Authority (Holmes Regional Medical Center)1		5.625			10/01/2014		11/02/2009	A		250,445
	10,000	Brevard County, FL Health Facilities Authority (Wuesthoff Health Services)1		5.400			04/01/2013		11/06/2009	A		10,011
	20,000	Brevard County, FL Health Facilities Authority (Wuesthoff Memorial Hospital)1		5.300			04/01/2011		11/06/2009	A		20,031
	2,000,000	Broward County, FL Airport Facilities (Learjet)1		7.500			11/01/2020		11/01/2016	A		2,095,320
	80,000	Broward County, FL Airport System1		5.125			10/01/2017		10/01/2010	A		80,464
	5,000	Broward County, FL Airport System (Passenger Facility)1		5.250			10/01/2014		10/01/2010	A		5,032
	75,000	Broward County, FL Airport System (Passenger Facility)1		5.250			10/01/2015		10/01/2010	A		75,473
	250,000	Broward County, FL HFA1		5.400			10/01/2038		10/04/2010	B		245,685
	70,000	Broward County, FL HFA (Bridgewater Place Apartments)1		5.500			04/01/2041		10/01/2011	A		70,342
	365,000	Broward County, FL HFA (Cross Keys Apartments)1		5.800			10/01/2033		08/20/2031	B		360,806
	180,000	Broward County, FL HFA (Pompano Oaks Apartments)1		6.100			12/01/2038		11/02/2009	A		180,158
	55,000	Broward County, FL HFA (Praxis of Deerfield Beach III)1		5.300			09/01/2023		12/01/2009	A		55,030

F7 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Florida Continued
$	90,000	Broward County, FL HFA (Praxis of Deerfield Beach)1		5.350	%		03/01/2031		12/01/2009	A	$	90,022
	80,000	Broward County, FL HFA (Stirling Apartments)1		5.650			10/01/2028		10/01/2010	A		80,510
	50,000	Broward County, FL HFA (Venice Homes Apartments)1		5.650			01/01/2022		07/01/2011	A		50,637
	35,000	Broward County, FL Port Facilities1		5.000			09/01/2027		12/28/2023	B		34,591
	105,000	Cape Coral, FL Health Facilities Authority (Gulf Care)1		6.000			10/01/2016		11/02/2009	A		105,114
	30,000	Collier County, FL HFA (Saxon Manor Isle Apartments)1		5.450			03/01/2030		10/19/2009	A		30,008
	380,000	Collier County, FL HFA (Whistlers Green Apartments)1		5.400			12/01/2027		12/01/2011	A		383,059
	245,000	Collier County, FL HFA (Whistlers Green Apartments)1		5.450			06/01/2039		12/01/2011	A		245,875
	840,000	Collier County, FL IDA (Allete)1		6.500			10/01/2025		11/02/2009	A		840,286
	1,600,000	Concorde Estates, FL Community Devel. District1		5.000			05/01/2011		05/01/2011			811,920
	10,000	Cypress Club, FL Special Recreational District1		7.100			09/01/2013		09/01/2010	A		10,054
	145,000	Dade County, FL GO (Seaport)1		5.125			10/01/2021		11/02/2009	A		145,465
	70,000	Dade County, FL GO (Seaport)1		5.400			10/01/2021		11/02/2009	A		70,235
	200,000	Dade County, FL GO (Seaport)1		5.450			10/01/2016		11/02/2009	A		200,730
	120,000	Dade County, FL GO (Seaport)1		5.500			10/01/2026		11/02/2009	A		120,251
	1,605,000	Dade County, FL GO (Seaport)1		5.750			10/01/2015		11/02/2009	A		1,611,388
	100,000	Dade County, FL HFA (Golden Lakes Apartments)1		6.000			11/01/2032		11/02/2009	A		100,017
	45,000	Dade County, FL HFA (Golden Lakes Apartments)1		6.050			11/01/2039		11/02/2009	A		45,003
	20,000	Dade County, FL HFA (New Horizons Associates)1		5.875			07/15/2024		01/15/2010	A		20,068
	110,000	Dade County, FL HFA (Siesta Pointe Apartments)1		5.700			09/01/2022		11/02/2009	A		110,092
	170,000	Dade County, FL HFA (Siesta Pointe Apartments)1		5.750			09/01/2029		11/02/2009	A		170,087
	75,000	Dade County, FL Res Rec1		5.500			10/01/2010		11/02/2009	A		75,228
	1,015,000	Dade County, FL Res Rec1		5.500			10/01/2013		11/02/2009	A		1,016,918
	1,510,000	East Homestead, FL Community Devel. District1		5.000			05/01/2011		05/01/2011			1,123,651
	30,000	Edgewater, FL Water & Sewer1		5.500			10/01/2013		11/02/2009	A		30,097
	205,000	Edgewater, FL Water & Sewer1		5.500			10/01/2021		11/02/2009	A		205,670
	4,185,000	Escambia County, FL Health Facilities Authority1		5.950			07/01/2020		02/01/2012	A		4,326,997
	115,000	Escambia County, FL Health Facilities Authority (Baptist Manor)1		5.125			10/01/2019		11/06/2017	B		114,777

F8 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Florida Continued
$	10,000	Escambia County, FL HFA (Single Family Mtg.)1		5.500	%		10/01/2031		10/01/2010	A	$	10,077
	5,000	Escambia County, FL School Board COP1		5.500			02/01/2016		11/02/2009	A		5,016
	1,060,000	Fiddler’s Creek, FL Community Devel. District1		5.800			05/01/2021		05/01/2021			685,099
	1,000,000	Fiddler’s Creek, FL Community Devel. District1		5.875			05/01/2021		08/01/2012	B		651,080
	50,000	FL Agriculture & Mechanical University (Student Apartment Facility)1		5.600			07/01/2013		11/02/2009	A		50,168
	95,000	FL Agriculture & Mechanical University (Student Apartment Facility)1		5.625			07/01/2021		11/02/2009	A		95,321
	150,000	FL Agriculture & Mechanical University (Student Apartment Facility)1		5.625			07/01/2025		11/02/2009	A		150,284
	10,000	FL Agriculture & Mechanical University (Student Apartment Facility)1		6.500			07/01/2017		11/02/2009	A		10,043
	40,000	FL Agriculture & Mechanical University (Student Apartment Facility)1		6.500			07/01/2023		11/02/2009	A		40,060
	235,000	FL Capital Projects Finance Authority (Peerless Group)1		7.500			08/01/2019		12/06/2014	B		186,400
	20,000	FL Correctional Private Commission (350 Bed Youthful) COP1		5.000			08/01/2017		02/01/2010	A		20,023
	20,000	FL GO (Jefferson County Road)5		5.900			05/01/2010		11/02/2009	A		20,092
	150,000	FL HFA1		6.300			09/01/2036		11/02/2009	A		150,117
	20,000	FL HFA1		6.350			07/01/2028		10/19/2009	A		20,020
	60,000	FL HFA1		6.350			07/01/2028		10/19/2009	A		60,060
	15,000	FL HFA (Brittany of Rosemont)1		6.050			07/01/2015		11/02/2009	A		15,007
	20,000	FL HFA (Grand Court Apartments)1		5.300			08/15/2031		02/15/2012	A		20,149
	20,000	FL HFA (Holly Cove Apartments)1		6.050			10/01/2015		11/02/2009	A		20,018
	285,000	FL HFA (Holly Cove Apartments)1		6.250			10/01/2035		11/02/2009	A		285,091
	65,000	FL HFA (Homeowner Mtg.)1		5.900			07/01/2029		01/01/2010	A		67,218
	110,000	FL HFA (Hsg. Partners of Gainesville)1		5.600			07/01/2027		11/02/2009	A		110,000
	60,000	FL HFA (Landings at Sea Forest)1		5.850			12/01/2018		11/02/2009	A		60,041
	100,000	FL HFA (Landings at Sea Forest)1		6.050			12/01/2036		11/02/2009	A		100,015
	150,000	FL HFA (Leigh Meadows Apartments)1		6.100			09/01/2016		11/02/2009	A		150,062
	60,000	FL HFA (Mar Lago Village Apartments)1		5.900			12/01/2027		10/04/2023	B		54,875
	50,000	FL HFA (Mar Lago Village Apartments)1		6.000			06/01/2039		12/09/2034	B		43,835
	90,000	FL HFA (Mar Lago Village Associates)1		6.000			06/01/2039		12/01/2009	A		90,099
	190,000	FL HFA (Reserve at Kanpaha)1		5.500			07/01/2020		11/02/2009	A		190,046
	60,000	FL HFA (Reserve at North Shore)1		5.500			11/01/2020		11/02/2009	A		60,015
	25,000	FL HFA (Reserve at North Shore)1		5.600			11/01/2027		11/02/2009	A		25,000
	70,000	FL HFA (Sarah’s Place Apartments)1		5.250			05/01/2022		10/15/2009	B		70,117
	15,000	FL HFA (Sarah’s Place Apartments)1		5.400			11/01/2032		10/15/2009	B		15,026
	35,000	FL HFA (Spinnaker Cove Apartments)1		6.375			07/01/2026		11/02/2009	A		35,022
	75,000	FL HFA (Stoddert Arms Apartments)1		6.300			09/01/2036		11/02/2009	A		75,027

F9 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Florida Continued
$	65,000	FL HFA (Villas of Capri)5		6.100	%		04/01/2017		11/02/2009	A	$	65,090
	70,000	FL HFA (Wentworth Apartments)1		5.300			05/01/2039		05/01/2011	A		70,081
	50,000	FL HFA (Wentworth Apartments)1		5.375			11/01/2029		05/01/2011	A		50,182
	30,000	FL HFA (Wentworth Apartments)1		5.400			04/01/2032		05/02/2030	B		26,513
	20,000	FL HFA (Wentworth Apartments)1		5.400			11/01/2034		11/01/2034			18,999
	50,000	FL HFA (Westlake Apartments)1		5.300			09/01/2031		03/01/2012	A		50,268
	75,000	FL HFA (Willow Lake Apartments)1		5.400			01/01/2032		02/01/2030	B		66,320
	25,000	FL HFA (Windchase Apartments)5		5.750			12/01/2017		11/02/2009	A		25,016
	95,000	FL HFA (Windchase Apartments)1		6.000			06/01/2039		11/02/2009	A		95,049
	205,000	FL HFA (Windchase Apartments)1		6.000			06/01/2039		11/02/2009	A		205,021
	75,000	FL HFA (Windchase Apartments), Series C1		5.900			12/01/2027		11/02/2009	A		75,019
	905,000	FL HFA (Woodbridge Apartments)1		6.050			12/01/2016		11/02/2009	A		905,778
	1,750,000	FL HFA (Woodbridge Apartments)1		6.150			12/01/2026		11/02/2009	A		1,750,840
	3,500,000	FL HFA (Woodbridge Apartments)1		6.250			06/01/2036		11/02/2009	A		3,501,120
	260,000	FL HFA (Worthington Apartments)1		6.050			12/01/2025		11/02/2009	A		260,109
	165,000	FL HFA (Worthington Apartments)1		6.200			12/01/2035		11/02/2009	A		165,046
	30,000	FL HFA, Series 31		6.200			07/01/2016		10/19/2009	A		30,037
	30,000	FL HFA, Series 31		6.300			07/01/2024		01/01/2010	A		31,431
	815,000	FL HFC		5.486	2		07/01/2030		01/09/2027	B		242,862
	17,105,000	FL HFC3		5.750			01/01/2037		01/01/2016	A		17,327,002
	15,000	FL HFC1		5.900			07/01/2021		01/01/2010	A		15,425
	10,000	FL HFC1		5.950			01/01/2032		01/01/2010	A		10,019
	15,000	FL HFC (Andrews Place Apartments)1		5.000			11/01/2033		09/17/2031	B		14,711
	180,000	FL HFC (Ashton Lake Apartments)1		5.700			07/01/2033		01/01/2011	A		181,192
	125,000	FL HFC (Ashton Lake Apartments)1		5.875			01/01/2041		01/01/2011	A		125,939
	430,000	FL HFC (Bernwood Trace Associates)		5.832	2		12/01/2029		09/02/2024	B		130,436
	450,000	FL HFC (Brittany of Rosemont)1		6.250			07/01/2035		11/02/2009	A		450,050
	50,000	FL HFC (Deer Meadows Apartments)1		5.800			11/01/2019		11/01/2011	A		51,038
	20,000	FL HFC (Grande Court Apartments)1		5.375			02/15/2035		02/15/2012	A		20,125
	15,000	FL HFC (Hampton Court Apartments)1		5.600			03/01/2032		03/01/2011	A		15,119
	100,000	FL HFC (Holly Cove Apartments)1		6.150			10/01/2025		11/02/2009	A		100,050
	55,000	FL HFC (Homeowner Mtg.)1		5.350			01/01/2021		10/19/2009	A		55,030
	30,000	FL HFC (Homeowner Mtg.)1		5.500			07/01/2012		01/01/2010	A		30,781
	135,000	FL HFC (Homeowner Mtg.)		5.580	2		01/01/2029		11/18/2010	B		43,902
	20,000	FL HFC (Homeowner Mtg.)1		5.750			07/01/2017		01/01/2010	A		20,210
	7,965,000	FL HFC (Homeowner Mtg.)1		5.750			01/01/2037		01/01/2016	A		8,068,386
	45,000	FL HFC (Hunters Ridge-Deerwood)1		5.300			12/01/2028		12/01/2010	A		45,356
	120,000	FL HFC (Logan Heights Apartments)1		5.850			10/01/2033		03/04/2031	B		115,368
	120,000	FL HFC (Logan Heights Apartments)1		6.000			10/01/2039		10/01/2011	A		120,582
	20,000	FL HFC (Logan’s Pointe Apartments)1		5.900			12/01/2019		12/01/2009	A		20,340
	5,065,000	FL HFC (Logan’s Pointe Apartments)1		6.000			06/01/2039		12/01/2011	A		5,147,408

F10 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Florida Continued
$	200,000	FL HFC (Logan’s Pointe Apartments)		6.276	2%		12/01/2029		12/01/2009	A	$	57,042
	25,000	FL HFC (Marina Bay Apartments)1		5.750			08/01/2033		02/01/2011	A		25,193
	125,000	FL HFC (Peacock Run Apartments)1		5.400			08/01/2042		08/01/2012	A		125,446
	350,000	FL HFC (Raceway Pointe Apartments)1		5.950			09/01/2032		09/01/2011	B		350,543
	110,000	FL HFC (Raceway Pointe Partners)1		5.750			09/01/2027		03/29/2024	B		105,256
	15,000	FL HFC (River Trace Senior Apartments)1		5.700			07/01/2035		01/01/2011	A		15,090
	35,000	FL HFC (Seminole Ridge Apartments)1		6.000			10/01/2029		10/01/2011	A		35,733
	95,000	FL HFC (Spring Harbor Apartments)1		5.900			08/01/2039		08/01/2011	A		96,027
	20,000	FL HFC (Waterbridge Apartments)1		5.125			08/01/2027		05/04/2027	B		18,721
	50,000	FL HFC (Waverly Apartments)1		6.200			07/01/2035		07/01/2012	A		51,275
	295,000	FL HFC (Westwood Apartments)1		5.450			02/01/2041		02/01/2011	A		295,767
	40,000	FL HFC (Winterlakes Sanctuary), Series H-11		6.000			09/01/2032		09/01/2011	A		40,641
	180,000	FL HFC (Woodridge Apartments)1		5.850			10/01/2033		10/01/2011	A		180,639
	35,000	FL HFC (Woodridge Apartments)1		6.000			10/01/2039		10/01/2011	A		35,170
	95,000	FL Ports Financing Commission1		5.125			06/01/2011		11/02/2009	A		95,243
	180,000	FL Ports Financing Commission1		5.375			06/01/2016		11/02/2009	A		180,223
	130,000	FL Ports Financing Commission1		5.375			06/01/2027		11/02/2009	A		130,023
	25,000	FL Ports Financing Commission1		5.500			10/01/2018		10/01/2010	A		25,274
	35,000	FL Ports Financing Commission1		5.500			10/01/2029		10/01/2011	A		35,244
	45,000	FL State Board of Education GO1		5.750			06/01/2022		06/01/2010	A		46,701
	10,000	FL State Board of Regents (University Central Florida)1		6.000			10/01/2013		11/02/2009	A		10,043
	25,000	FL State Division of Bond Finance (Dept. of Environmental Protection)1		5.375			07/01/2010		11/02/2009	A		25,098
	600,000	Gulf Breeze, FL GO1		6.050			12/01/2015		11/02/2009	A		601,230
	105,000	Halifax, FL Hospital Medical Center1		5.200			04/01/2018		11/24/2015	B		103,373
	935,000	Highlands, FL Community Devel. District6		5.000			05/01/2011		05/01/2010	B		467,743
	2,000,000	Hillsborough County, FL IDA (National Gypsum Company)1		7.125			04/01/2030		04/01/2030			1,414,380
	2,000,000	Hillsborough County, FL IDA (University Community Hospital)1		5.750			08/15/2010		11/02/2009	A		2,003,860
	14,620,000	Hillsborough County, FL IDA (University Community Hospital)1		5.750			08/15/2014		11/02/2009	A		14,634,766
	50,000	Jacksonville, FL Capital Improvement (Gator Bowl)1		5.250			10/01/2025		11/02/2009	A		50,077
	1,000,000	Jacksonville, FL EDC (Met Packaging Solutions)1		5.500			10/01/2030		10/01/2015	A		1,004,760
	5,555,000	Jacksonville, FL EDC (Met Packaging Solutions)1		5.875			06/01/2025		06/01/2016	A		5,703,763
	2,910,000	Jacksonville, FL EDC (Met Packaging Solutions)1		5.875			06/01/2031		06/01/2016	A		3,012,636
	10,000	Jacksonville, FL Excise Taxes1		5.000			10/01/2016		11/02/2009	A		10,032

F11 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Florida Continued
$	10,000	Jacksonville, FL Hsg. (Windermere Manor)1		5.875	%		03/20/2028		11/02/2009	A	$	10,010
	70,000	Jacksonville, FL Port Authority1		5.625			11/01/2026		11/01/2010	A		70,402
	20,000	Jacksonville, FL Port Authority1		5.700			11/01/2021		10/01/2010	A		20,200
	12,020,000	Jacksonville, FL Port Authority1		6.000			11/01/2038		11/01/2012	A		12,352,233
	5,000	Jacksonville, FL Sales Tax (River City Renaissance)1		5.125			10/01/2018		11/02/2009	A		5,006
	990,000	Jacksonville, FL Water and Sewage (United Waterworks)1		6.350			08/01/2025		11/02/2009	A		990,703
	50,000	Lakeland, FL Hospital System (Lakeland Regional Medical Center)1		5.250			11/15/2016		11/02/2009	A		50,057
	40,000	Lakeland, FL Hospital System (Lakeland Regional Medical Center)1		5.250			11/15/2025		11/02/2009	A		40,010
	25,000	Lakeland, FL Light & Water1		5.750			10/01/2019		04/01/2010	A		27,332
	25,000	Lee County, FL Airport1		6.000			10/01/2020		10/01/2010	A		25,667
	10,000	Lee County, FL Airport1		6.000			10/01/2029		10/01/2011	A		10,206
	15,000,000	Lee County, FL Airport1		6.000			10/01/2032		10/01/2010	A		15,305,400
	30,000	Lee County, FL COP (Master Lease)1		5.125			10/01/2012		11/02/2009	A		30,085
	485,000	Lee County, FL HFA (Single Family Mtg.)1		7.100			03/01/2034		09/01/2010	A		497,528
	15,000	Lee County, FL Passenger Facility Charge1		5.000			10/01/2011		11/02/2009	A		15,034
	50,000	Lee County, FL Passenger Facility Charge1		5.000			10/01/2013		11/02/2009	A		50,074
	450,000	Lee County, FL Passenger Facility Charge1		5.000			10/01/2018		11/02/2009	A		450,212
	20,000	Manatee County, FL HFA (Single Family Mtg.)1		5.500			03/01/2035		09/01/2015	A		20,313
	5,000	Manatee County, FL HFA, Series A1		9.125			06/01/2016		10/19/2009	A		5,020
	35,000	Manatee County, FL Port Authority1		5.250			10/01/2009		10/01/2009			35,004
	25,000	Manatee County, FL Port Authority1		5.400			10/01/2013		11/02/2009	A		25,048
	35,000	Martin County, FL Health Facilities Authority (Martin Memorial Medical Center)1		5.250			11/15/2020		11/15/2009	A		35,000
	10,125,000	Martin County, FL IDA (Indiantown Cogeneration)1		7.875			12/15/2025		11/02/2009	A		10,129,556
	270,000	Martin County, FL IDA (Indiantown Cogeneration)1		8.050			12/15/2025		11/02/2009	A		270,143
	80,000	Miami, FL Community Redevel. (Southeast Overtown/Park West)1		8.500			10/01/2015		11/02/2009	A		80,225
	25,000	Miami-Dade County, FL Aviation1		5.250			10/01/2015		11/01/2009	A		25,155
	50,000	Miami-Dade County, FL Aviation1		5.250			10/01/2017		10/01/2009	A		50,295
	15,000	Miami-Dade County, FL Aviation (Miami International Airport)1		5.250			10/01/2022		10/01/2012	A		15,217
	3,500,000	Miami-Dade County, FL Aviation (Miami International Airport)1		5.750			10/01/2020		10/01/2012	A		3,626,770
	3,750,000	Miami-Dade County, FL Aviation (Miami International Airport)1		6.000			10/01/2024		10/01/2010	A		3,825,975

F12 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Florida Continued
$	4,720,000	Miami-Dade County, FL Aviation (Miami International Airport)1		6.000	%		10/01/2029		10/01/2012	A	$	4,804,488
	15,000	Miami-Dade County, FL HFA (Country Club Villas Apartments)1		6.000			10/01/2015		04/01/2011	A		15,317
	20,000	Miami-Dade County, FL HFA (Country Club Villas Apartments)1		6.100			10/01/2029		04/01/2011	A		20,283
	5,060,000	Miami-Dade County, FL HFA (Country Club Villas Apartments)1		6.200			10/01/2039		04/01/2011	A		5,127,146
	875,000	Miami-Dade County, FL HFA (Homeownership Mtg.)1		5.450			10/01/2038		11/08/2013	B		853,834
	200,000	Miami-Dade County, FL HFA (Marbrisa Apartments)1		6.050			08/01/2029		08/01/2010	A		205,754
	100,000	Miami-Dade County, FL HFA (Sunset Bay Apartments)1		6.050			01/01/2041		01/01/2013	A		102,384
	5,000,000	Miami-Dade County, FL IDA (Waste Management/Waste Management of FL Obligated Group)1		7.000			12/01/2018		12/01/2010	D		5,185,650
	20,000	Miami-Dade County, FL Special Obligation, Series B		5.426	2		10/01/2031		10/01/2031			5,155
	50,000	Naples, FL Hospital Revenue (Naples Community Hospital)1		5.375			10/01/2011		11/02/2009	A		50,069
	20,000	North Palm Beach Heights, FL Water Control District, Series A1		6.500			10/01/2012		11/02/2009	A		20,098
	40,000	North Palm Beach Heights, FL Water Control District, Series B1		6.500			10/01/2012		11/02/2009	A		40,195
	25,000	Oakland Park, FL Utilities System1		5.250			09/01/2014		10/19/2009	A		25,089
	310,000	Oakland, FL Charter School1		6.950			12/01/2015		05/01/2011	B		322,375
	20,000	Ocoee, FL Water & Sewer System1		5.375			10/01/2016		11/02/2009	A		20,062
	25,000	Okaloosa County, FL Airport1		5.500			10/01/2023		09/08/2019	B		23,223
	20,000	Orange County, FL Health Facilities Authority1		6.000			10/01/2026		10/01/2011	A		20,207
	45,000	Orange County, FL HFA1		5.150			03/01/2022		09/01/2010	A		46,022
	1,340,000	Orange County, FL HFA1		5.650			09/01/2034		09/01/2013	A		1,375,188
	10,000	Orange County, FL HFA1		5.700			09/01/2026		09/01/2010	A		10,100
	15,000	Orange County, FL HFA1		5.750			03/01/2030		09/01/2010	A		15,300
	25,000	Orange County, FL HFA (Homeowner)1		5.000			09/01/2017		10/01/2009	A		25,628
	20,000	Orange County, FL HFA (Homeowner)1		5.450			09/01/2022		05/01/2011	A		20,148
	30,000	Orange County, FL HFA (Homeowner)1		5.500			09/01/2027		03/01/2012	A		30,004
	40,000	Orange County, FL HFA (Loma Vista)1		5.400			09/01/2019		03/01/2011	A		40,056
	120,000	Orange County, FL HFA (Loma Vista)1		5.500			03/01/2032		03/01/2011	A		113,924
	620,000	Orange County, FL HFA (Seminole Pointe)1		5.650			12/01/2017		01/25/2015	B		601,499
	235,000	Osceola County, FL HFA (Tierra Vista Apartments)1		5.800			12/01/2029		11/02/2009	A		235,132

F13 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Florida Continued
$	45,000	Pace, FL Property Finance Authority1		5.375	%		09/01/2020		11/02/2009	A	$	45,119
	120,000	Palm Beach County, FL Health Facilities Authority (ACTS Retirement/Life Communities)1		5.125			11/15/2029		10/17/2029	B		113,996
	100,000	Palm Beach County, FL Health Facilities Authority (Jupiter Medical Center)1		5.250			08/01/2018		11/02/2009	A		100,091
	210,000	Palm Beach County, FL Health Facilities Authority (Jupiter Medical Center)1		5.250			08/01/2023		11/02/2009	A		210,139
	10,000	Palm Beach County, FL Health Facilities Authority (Life Care Retirement Communities)1		5.500			10/01/2011		11/02/2009	A		10,013
	50,000	Palm Beach County, FL HFA (Chelsea Commons Apartments)1		5.600			12/01/2012		11/02/2009	A		50,068
	35,000	Palm Beach County, FL HFA (Chelsea Commons Apartments)1		5.800			12/01/2017		12/01/2009	A		35,970
	400,000	Palm Beach County, FL HFA (Chelsea Commons Apartments)1		5.850			12/01/2022		11/02/2009	A		400,388
	250,000	Palm Beach County, FL HFA (Chelsea Commons Apartments)1		5.900			06/01/2029		11/02/2009	A		250,160
	80,000	Palm Beach County, FL HFA (Golden Lake Hsg. Assoc.)1		6.100			08/01/2029		11/02/2009	A		80,070
	130,000	Palm Beach County, FL HFA (Pinnacle Palms Apartments)1		5.650			07/01/2031		06/01/2011	A		131,347
	850,000	Palm Beach County, FL HFA (Windsor Park Apartments)1		5.850			12/01/2033		06/01/2010	A		850,527
	230,000	Palm Beach County, FL HFA (Windsor Park Apartments)1		5.900			06/01/2038		06/01/2010	A		230,173
	1,100,000	Palm Glades, FL Community Devel. District1		4.850			05/01/2011		08/01/2010	B		720,368
	850,000	Pasco County, FL HFA (Pasco Woods)1		5.800			08/01/2029		02/01/2011	A		858,509
	50,000	Pensacola, FL Airport1		6.125			10/01/2018		10/01/2010	A		50,566
	65,000	Pinellas County, FL HFA1		5.500			03/01/2036		09/01/2014	A		65,400
	1,200,000	Pinellas County, FL HFA (Oaks of Clearwater)1		6.250			06/01/2034		12/01/2013	A		1,223,184
	3,670,000	Pinellas County, FL HFA (Oaks of Clearwater)1		6.375			06/01/2019		12/01/2013	A		3,874,419
	60,000	Pinellas County, FL HFA (Single Family Hsg.)1		5.450			09/01/2034		12/01/2009	A		61,025
	20,000	Pinellas County, FL HFA (Single Family Hsg.)1		5.550			03/01/2032		09/01/2010	A		20,241
	10,000	Pinellas County, FL HFA, Series B1		6.200			09/01/2034		09/01/2012	A		10,149
	80,000	Port Everglades, FL Authority, Series A1		5.000			09/01/2016		09/01/2010	A		83,079
	20,000	Port Palm Beach, FL District1		5.500			09/01/2019		09/01/2010	A		20,104
	80,000	Port Palm Beach, FL District1		5.500			09/01/2024		09/01/2010	A		80,038
	10,000	Port St. Lucie, FL Special Assessment1		5.400			10/01/2016		11/02/2009	A		10,011
	285,000	Santa Rosa Bay, FL Bridge Authority		6.250			07/01/2028		03/10/2026	B		156,972
	40,000	St. Petersburg Beach, FL GO1		5.250			10/01/2013		11/02/2009	A		40,142
	65,000	Tallahassee, FL Health Facilities (Tallahassee Memorial Medical Center)1		6.000			12/01/2015		11/02/2009	A		65,103

F14 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Florida Continued
$	10,000	Tampa, FL Solid Waste (McKay Bay Refuse-to-Energy)1		5.250	%		10/01/2014		10/01/2010	A	$	10,183
	105,000	Tampa, FL Solid Waste (McKay Bay Refuse-to-Energy)1		5.250			10/01/2016		10/01/2010	A		106,533
	25,000	University of South Florida (University Bookstore)1		6.000			07/01/2014		11/02/2009	A		25,097
	860,000	Village, FL Community Devel. District1		7.625			05/01/2017		03/01/2010	A		861,049
	100,000	Volusia County, FL Educational Facility Authority (Stetson University)1		5.500			06/01/2022		11/02/2009	A		100,151
	180,000	Volusia County, FL Health Facilities Authority (John Knox Village of Florida)1		6.000			06/01/2017		11/02/2009	A		180,173
	10,000	Volusia County, FL HFA (Spring Arbor Apartments)1		5.200			08/01/2023		02/01/2010	A		10,026
	1,000,000	Waterford Estates, FL Community Devel. District Special Assessment6		5.125			05/01/2013		05/01/2013			469,130
	1,000,000	Watergrass, FL Community Devel. District Special Assessment1		4.875			11/01/2010		11/01/2010			718,590
												180,410,315
Georgia—3.5%
	80,000	Acworth, GA Hsg. Authority (Wingate Falls Apartments)5		6.125			03/01/2017		10/19/2009	A		80,104
	95,000	Acworth, GA Hsg. Authority (Wingate Falls Apartments)1		6.200			03/01/2027		10/19/2009	A		95,088
	700,000	Albany-Dougherty, GA Payroll Devel. Authority (Proctor & Gamble Company)1		5.300			05/15/2026		05/15/2010	A		702,128
	2,000,000	Atlanta, GA Airport1		5.625			01/01/2025		01/01/2013	A		2,022,360
	2,045,000	Atlanta, GA Devel. Authority Student Hsg. (Clark Atlanta University)1		6.000			07/01/2036		02/25/2032	B		1,246,550
	140,000	Atlanta, GA Devel. Authority Student Hsg. (Clark Atlanta University)1		6.250			07/01/2036		05/13/2032	B		88,500
	40,000	Atlanta, GA GO1		5.000			12/01/2016		01/01/2010	A		46,004
	20,000	Atlanta, GA Hsg. Authority (Village at Castleberry)1		5.300			02/20/2029		02/20/2011	A		20,102
	75,000	Atlanta, GA Hsg. Authority (Village at Castleberry)1		5.400			02/20/2039		02/20/2011	A		75,274
	900,000	Atlanta, GA Tax Allocation (Eastside)1		5.625			01/01/2016		03/27/2012	A		934,119
	80,000	Atlanta, GA Urban Residential Finance Authority (Fulton Cotton Mill)5		6.000			05/20/2017		11/02/2009	A		80,102
	60,000	Atlanta, GA Urban Residential Finance Authority (Fulton Cotton Mill)1		6.125			05/20/2027		11/02/2009	A		60,070
	1,110,000	Chatham County, GA Hospital Authority (Memorial Medical Center-Savannah)1		5.250			01/01/2016		02/07/2014	B		1,109,978
	1,640,000	Chatham County, GA Hospital Authority (Memorial Medical Center-Savannah)1		5.500			01/01/2021		02/21/2019	B		1,626,290

F15 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Georgia Continued
$	350,000	Chatham County, GA Hospital Authority (Memorial Medical Center-Savannah)1		5.700	%		01/01/2019		11/02/2009	A	$	350,000
	75,000	Chatham County, GA Hospital Authority (Memorial Medical Center-Savannah)1		6.125			01/01/2024		07/01/2012	A		75,339
	95,000	Clayton County, GA Hsg. Authority (Pointe Clear Apartments)5		5.650			07/01/2017		10/19/2009	A		95,082
	80,000	Clayton County, GA Hsg. Authority (Pointe Clear Apartments)1		5.750			07/01/2029		10/19/2009	A		80,041
	10,000	Cobb County, GA Hsg. Authority (Garrison Plantation)1		5.750			07/01/2014		12/01/2009	A		10,023
	15,000	Colquitt County, GA Hospital Authority Anticipation Certificates1		5.500			03/01/2016		09/01/2010	A		15,280
	250,000	Dalton, GA Devel. Authority (Hamilton Health Care System)1		5.250			08/15/2010		02/15/2010	A		251,628
	9,295,000	East Point, GA (Camp Creek), Series B1		8.000			02/01/2026		08/01/2012	A		9,476,531
	3,000,000	Floyd County, GA Devel. Authority (Temple-Inland)1		5.700			12/01/2015		12/01/2015			2,941,200
	895,000	Fulton County, GA Devel. Authority (Catholic Health East)1		5.250			11/15/2020		05/15/2019	A		946,919
	915,000	Fulton County, GA Devel. Authority (Catholic Health East)1		5.500			11/15/2021		05/15/2019	A		978,410
	20,000	Fulton County, GA Devel. Authority (Cauley Creek Water)1		5.250			02/01/2021		02/01/2011	A		20,174
	45,000	Fulton County, GA Devel. Authority (Clark Atlanta University)1		5.375			01/01/2020		11/02/2009	A		45,001
	30,000	Fulton County, GA Hospital Authority (Northside Hospital)1		5.375			10/01/2012		11/02/2009	A		30,032
	22,250,000	GA George L. Smith II Congress Center Authority (Domed Stadium)3		5.500			07/01/2020		07/01/2010	A		22,625,854
	20,000	GA HFA (Lake Vista Apartments)1		5.950			01/01/2027		11/02/2009	A		20,019
	15,000	GA HFA (Single Family Mtg.)1		5.100			12/01/2020		06/28/2019	B		14,651
	25,000	GA HFA (Single Family Mtg.)1		5.125			06/01/2019		11/02/2009	A		25,010
	15,000	GA HFA (Single Family Mtg.)1		5.300			12/01/2022		06/01/2011	A		15,168
	595,000	GA HFA (Single Family Mtg.)1		5.350			12/01/2022		12/14/2011	A		604,199
	90,000	GA HFA (Single Family Mtg.)1		5.500			12/01/2032		12/01/2011	A		90,706
	50,000	GA HFA (Single Family Mtg.)1		5.550			12/01/2026		06/01/2010	A		50,007
	5,545,000	GA Main Street Natural Gas1		5.000			03/15/2012		03/15/2012			5,729,427
	12,110,000	GA Main Street Natural Gas1		5.000			03/15/2013		03/15/2013			12,553,589
	2,860,000	GA Main Street Natural Gas1		5.000			03/15/2014		03/15/2014			2,953,980
	10,000	GA Municipal Assoc. (Atlanta Detention Center)1		5.000			12/01/2023		12/01/2009	A		10,124
	55,000	GA Municipal Gas Authority (Warner Robins)1		6.125			01/01/2026		11/02/2009	A		55,145

F16 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Georgia Continued
$	40,000	GA Private Colleges & University Authority (Mercer University)1		5.250	%		10/01/2013		10/01/2011	A	$	40,440
	10,000	Hinesville, GA Leased Hsg. Corp. (Regency Park)1		7.250			01/15/2011		01/15/2011			10,378
	4,570,000	Lawrenceville, GA Hsg. Authority (Knollwood Park Apartments)1		6.250			12/01/2029		09/01/2010	A		4,742,426
	60,000	Macon-Bibb County, GA Industrial Authority1		6.000			05/01/2013		11/02/2009	A		60,138
	110,000	Macon-Bibb County, GA Industrial Authority1		6.100			05/01/2018		11/02/2009	A		110,153
	1,000,000	McDuffie County, GA County Devel. Authority (Temple-Inland)1		6.950			12/01/2023		12/01/2023			946,530
	65,000	Richmond County, GA Devel. Authority (International Paper Company)1		5.400			02/01/2023		02/01/2023			61,907
	50,000	Richmond County, GA Devel. Authority (International Paper Company)1		5.800			12/01/2020		12/01/2009	A		50,018
	195,000	Richmond County, GA Devel. Authority (International Paper Company)1		6.250			02/01/2025		02/01/2011	A		198,177
	10,000	Rome, GA New Public Hsg. Authority1		5.750			11/01/2010		11/01/2009	A		10,545
	345,000	Vienna, GA Water & Sewer (Tyson Foods)1		5.625			09/01/2012		10/13/2010	B		326,425
												74,807,345
Hawaii—1.3%
	6,770,000	HI Airports System1		5.625			07/01/2018		07/01/2011	A		6,921,716
	180,000	HI Airports System1		6.000			07/01/2019		07/01/2011	A		183,742
	50,000	HI Dept. of Budget & Finance (Hawaiian Electric Company)1		6.150			01/01/2020		01/01/2010	A		50,250
	30,000	HI Dept. of Budget & Finance Special Purpose (Hawaii Pacific Health)1		6.400			07/01/2013		08/15/2011	A		31,079
	100,000	HI Dept. of Budget & Finance Special Purpose (Hawaiian Electric Company)1		5.650			10/01/2027		10/01/2012	A		101,571
	14,405,000	HI Dept. of Budget & Finance Special Purpose (Hawaiian Electric Company)1		5.700			07/01/2020		07/01/2011	A		14,633,751
	5,200,000	HI Dept. of Budget & Finance Special Purpose (Hawaiian Electric Company)1		6.200			11/01/2029		11/01/2010	A		5,257,304
	90,000	HI Harbor System, Series A1		5.750			07/01/2029		07/01/2011	A		91,368
	50,000	HI HFDC (Single Family Mtg.)1		5.750			07/01/2030		01/01/2010	A		51,646
	375,000	Kuakini, HI Health System (Kuakini Health System/Kuakini Medical Center/ Kuakini Geriatric Care Obligated Group)1		6.375			07/01/2032		07/01/2012	A		375,934
												27,698,361

F17 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Idaho—0.2%
$	35,000	ID Hsg. & Finance Assoc. (Single Family Mtg.)1		5.250	%		07/01/2011		01/01/2010	A	$	35,405
	145,000	ID Hsg. & Finance Assoc. (Single Family Mtg.)1		5.300			07/01/2027		01/01/2016	A		150,052
	10,000	ID Hsg. & Finance Assoc. (Single Family Mtg.)1		5.400			07/01/2018		01/01/2010	A		10,210
	20,000	ID Hsg. & Finance Assoc. (Single Family Mtg.)1		5.400			07/01/2020		01/15/2010	A		20,420
	145,000	ID Hsg. & Finance Assoc. (Single Family Mtg.)1		5.550			07/01/2016		01/01/2010	A		148,990
	15,000	ID Hsg. & Finance Assoc. (Single Family Mtg.)1		5.600			07/01/2021		10/18/2010	A		15,350
	205,000	ID Hsg. & Finance Assoc. (Single Family Mtg.)1		5.625			07/01/2015		01/01/2010	A		211,035
	10,000	ID Hsg. & Finance Assoc. (Single Family Mtg.)1		5.750			07/01/2016		01/01/2010	A		10,326
	25,000	ID Hsg. & Finance Assoc. (Single Family Mtg.)1		6.000			07/01/2029		01/01/2010	A		25,230
	10,000	ID Hsg. & Finance Assoc. (Single Family Mtg.)1		6.050			01/01/2026		11/02/2009	A		10,011
	5,000	ID Hsg. & Finance Assoc. (Single Family Mtg.)1		6.350			07/01/2016		11/02/2009	A		5,006
	10,000	ID Hsg. & Finance Assoc. (Single Family Mtg.), Series H-21		6.200			07/01/2028		01/01/2010	A		10,186
	40,000	ID Hsg. Agency (Multifamily Hsg.)1		6.500			07/01/2011		11/02/2009	A		40,119
	15,000	ID Hsg. Agency (Multifamily Hsg.)1		6.700			07/01/2024		11/02/2009	A		15,019
	60,000	ID Hsg. Agency (Single Family Mtg.)1		6.450			07/01/2027		01/01/2010	A		60,343
	5,000	ID Hsg. Agency (Single Family Mtg.)1		6.700			07/01/2027		11/02/2009	A		5,007
	5,000	ID Hsg. Agency (Single Family Mtg.), Series A1		6.125			07/01/2026		12/19/2010	A		5,146
	15,000	Malad, ID Water1		5.500			03/01/2014		09/01/2010	A		15,138
	2,270,000	Pocatello, ID Devel. Authority Revenue Allocation Tax Increment, Series A1		5.500			08/01/2017		02/08/2014	B		2,120,203
	1,000,000	Power County, ID Pollution Control (FMC Corp.)1		5.625			10/01/2014		11/02/2009	A		1,000,020
												3,913,216
Illinois—8.3%
	850,000	Bedford Park, IL Tax1		5.125			12/30/2018		01/11/2018	B		751,995
	715,000	Bryant, IL Pollution Control (Central Illinois Light Company)1		5.900			08/01/2023		11/02/2009	A		715,729
	75,000	Bryant, IL Pollution Control (Central Illinois Light Company)1		5.900			08/01/2023		11/02/2009	A		75,077
	125,000	Chatham Area, IL Public Library District1		6.300			02/01/2010		02/01/2010			127,423

F18 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Illinois Continued
$	185,000	Chicago, IL (Single Family Mtg.)1		6.300	%		09/01/2029		09/01/2013	A	$	192,531
	100,000	Chicago, IL (Single Family Mtg.), Series A1		7.150			09/01/2031		03/01/2010	A		103,479
	25,000	Chicago, IL Metropolitan Hsg. Devel. Corp.1		6.850			07/01/2022		11/02/2009	A		25,046
	155,000	Chicago, IL Midway Airport1		5.750			01/01/2017		11/02/2009	A		155,229
	65,000	Chicago, IL Midway Airport, Series A1		5.000			01/01/2028		05/14/2025	B		64,305
	33,005,000	Chicago, IL Midway Airport, Series A1		5.500			01/01/2029		11/02/2009	A		33,032,064
	1,120,000	Chicago, IL Midway Airport, Series B1		5.625			01/01/2029		11/02/2009	A		1,120,426
	390,000	Chicago, IL Midway Airport, Series B1		5.750			01/01/2022		11/02/2009	A		390,351
	25,000	Chicago, IL Multifamily Hsg. (Archer Courts Apartments)1		5.500			12/20/2019		10/20/2011	A		25,504
	75,000	Chicago, IL Multifamily Hsg. (Hearts United Apartments)1		5.600			01/01/2041		01/01/2016	A		77,751
	25,000	Chicago, IL Multifamily Hsg. (St. Edmund’s Village)1		6.125			09/20/2024		09/20/2011	A		25,621
	13,700,000	Chicago, IL O’Hare International Airport1		5.500			01/01/2016		11/02/2009	A		13,725,893
	5,000,000	Chicago, IL O’Hare International Airport1		5.625			01/01/2020		01/01/2012	A		5,115,300
	8,000,000	Chicago, IL O’Hare International Airport1		5.750			01/01/2023		01/01/2014	A		8,379,360
	60,000	Chicago, IL O’Hare International Airport (General Airport)1		5.250			01/01/2030		01/01/2014	A		60,862
	60,000	Chicago, IL O’Hare International Airport (General Airport)1		5.250			01/01/2034		04/07/2032	B		57,534
	15,000	Chicago, IL O’Hare International Airport (General Airport)1		5.500			01/01/2011		11/02/2009	A		15,035
	5,000	Chicago, IL O’Hare International Airport (General Airport), Series A1		5.250			01/01/2023		01/01/2012	A		5,037
	325,000	Chicago, IL O’Hare International Airport (General Airport), Series A1		5.500			01/01/2016		11/02/2009	A		325,416
	15,000	Chicago, IL O’Hare International Airport (Passenger Facility Charge)1		5.350			01/01/2026		01/01/2012	A		15,056
	40,000	Chicago, IL O’Hare International Airport (Passenger Facility Charge)1		5.375			01/01/2032		08/26/2029	B		39,612
	20,000	Greenville, IL Educational Facilities Authority (Greenville College)1		6.000			12/01/2009		11/02/2009	A		20,032
	12,280,000	Hodgkins, IL Environmental Improvement (Metropolitan Biosolids Management)1		6.000			11/01/2015		11/02/2009	A		12,289,947
	15,000	IL Dept. of Central Mangement Services COP1		6.200			07/01/2014		01/01/2010	A		15,136
	1,080,000	IL Devel. Finance Authority (Adams County Mental Health Center/Adult Comprehensive Human Services Obligated Group)1		6.000			07/01/2015		01/01/2010	A		1,082,030
	20,000	IL Devel. Finance Authority (Community Rehabilitation Providers)1		5.700			07/01/2019		04/12/2017	B		19,690
	5,000	IL Devel. Finance Authority (Community Rehabilitation Providers)1		6.050			07/01/2019		01/01/2010	A		5,005

F19 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Illinois Continued
$	10,000	IL Devel. Finance Authority (Lester and Rosalie Anixter Center/CCAR Industries Obligated Group)1		5.500	%		07/01/2012		07/01/2010	A	$	10,039
	2,540,000	IL Devel. Finance Authority (Olin Corp.)1		6.750			03/01/2016		03/01/2016			2,479,319
	4,835,000	IL Devel. Finance Authority (Provena Health)1		5.750			05/15/2014		05/15/2010	A		4,865,074
	2,750,000	IL Devel. Finance Authority (Provena Health)1		5.750			05/15/2015		05/15/2010	A		2,766,968
	30,000	IL Devel. Finance Authority (Round Lake)1		5.450			01/01/2019		11/02/2009	A		30,050
	5,000	IL Devel. Finance Authority (Watseka)1		5.750			01/01/2016		11/02/2009	A		5,019
	23,605,000	IL Devel. Finance Authority Environmental Facilities (Citgo Petroleum Corp.)1		8.000			06/01/2032		06/01/2012	A		24,038,860
	945,000	IL Devel. Finance Authority Pollution Control (Illinois Power Company)1		5.700			02/01/2024		11/02/2009	A		945,274
	80,000	IL Devel. Finance Authority Water Facilities (Northern Illinois Water Company)1		5.000			02/01/2028		02/01/2028			78,674
	285,000	IL Devel. Finance Authority Water Facilities (Northern Illinois Water Company)1		5.500			12/01/2026		11/02/2009	A		285,074
	50,000	IL Educational Facilities Authority (Robert Morris College)1		5.250			06/01/2014		11/02/2009	A		50,148
	100,000	IL Educational Facilities Authority (Robert Morris College)1		5.375			06/01/2015		11/02/2009	A		100,294
	1,395,000	IL GO1		5.125			12/01/2017		11/02/2009	A		1,399,311
	2,280,000	IL GO1		5.250			12/01/2020		11/02/2009	A		2,287,159
	20,200,000	IL Health Facilities Authority (Bromenn Healthcare)1		6.250			08/15/2018		11/02/2009	A		20,231,916
	40,000	IL Health Facilities Authority (Condell Medical Center/Medical Center Properties Obligated Group)1		6.350			05/15/2015		05/15/2010	A		41,861
	25,000	IL Health Facilities Authority (Holy Family Medical Center)1		5.125			08/15/2017		11/02/2009	A		25,007
	5,117,000	IL Health Facilities Authority (Ingalls Health System)1		6.250			05/15/2014		11/02/2009	A		5,126,211
	8,415,000	IL Health Facilities Authority (Loyola University Health System)1		5.375			07/01/2017		11/02/2009	A		8,421,227
	50,000	IL Health Facilities Authority (Sarah Bush Lincoln Health Center)1		6.000			02/15/2026		11/02/2009	A		50,034
	25,000	IL Health Facilities Authority (Sherman Health System)1		5.250			08/01/2027		09/07/2025	B		23,403
	250,000	IL Health Facilities Authority (Sherman Health System)1		5.500			08/01/2012		11/02/2009	A		250,250
	6,520,000	IL Hsg. Devel. Authority (Crystal Lake Preservation Corp.)		5.800			12/20/2041		12/20/2016	A		7,021,323

F20 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Illinois Continued
$	85,000	IL Hsg. Devel. Authority (Homeowner Mtg.)1		5.500	%		08/01/2026		04/01/2010	A	$	86,635
	1,055,000	IL Hsg. Devel. Authority (Homeowner Mtg.)1		5.500			08/01/2028		05/01/2010	A		1,055,000
	25,000	IL Hsg. Devel. Authority (Homeowner Mtg.)1		5.600			08/01/2027		02/01/2012	A		25,353
	200,000	IL Hsg. Devel. Authority, Series C-21		5.250			08/01/2022		08/01/2012	A		203,726
	8,400,000	IL Metropolitan Pier & Exposition Authority1		5.375			06/01/2014		10/27/2009	A		8,427,888
	565,000	IL Metropolitan Pier & Exposition Authority1		6.500			06/15/2027		11/02/2009	A		566,475
	10,000	IL Metropolitan Pier & Exposition Authority1		6.500			06/15/2027		11/02/2009	A		10,025
	15,000	IL Metropolitan Pier & Exposition Authority1		6.500			06/15/2027		11/02/2009	A		15,039
	25,000	IL Sales Tax1		5.000			06/15/2016		11/02/2009	A		25,068
	2,795,000	IL Sales Tax1		5.250			06/15/2018		11/02/2009	A		2,804,224
	25,000	IL Sales Tax, Series U1		5.000			06/15/2012		11/02/2009	A		25,076
	175,000	Joliet, IL GO1		6.250			01/01/2011		01/01/2010	A		181,449
	40,000	Lake County, IL HFC, Series A1		6.800			05/01/2023		11/02/2009	A		40,068
	4,510,000	Lombard, IL Public Facilities Corp. (Conference Center & Hotel)1		5.500			01/01/2020		08/11/2018	B		3,585,044
	35,000	Rockford, IL Mtg. (Faust Landmark Apartments)5		6.750			01/01/2018		07/01/2010	A		35,406
	150,000	Southwestern IL Devel. Authority (Illinois-American Water Company)1		5.000			02/01/2028		02/01/2028			144,072
	50,000	Will-Kankakee, IL Regional Devel. Authority (Consumers Illinois Water Company)1		5.400			09/01/2030		09/01/2030			48,178
												175,864,697
Indiana—0.3%
	95,000	De Kalb County, IN Redevel. Authority1		6.000			07/15/2018		11/02/2009	A		95,102
	2,420,000	East Chicago, IN Exempt Facilities (Inland Steel Company)1		6.700			11/01/2012		11/01/2012			2,354,418
	30,000	Fort Wayne, IN Sewage Works1		5.000			08/01/2012		11/02/2009	A		30,092
	60,000	Frankfort, IN Middle Schools Building Corp.1		5.500			07/10/2010		11/02/2009	A		60,223
	2,000,000	Hammond, IN Redevel. District (Marina Area)1		6.000			01/15/2017		05/10/2015	B		1,905,640
	225,000	IN Devel. Finance Authority (USX Corp.)1		6.150			07/15/2022		11/02/2009	A		225,097
	240,000	IN Devel. Finance Authority (USX Corp.)1		6.250			07/15/2030		11/02/2009	A		240,154
	45,000	IN Health Facility Financing Authority (Community Hospital of Anderson)1		6.000			01/01/2014		11/02/2009	A		45,086

F21 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Indiana Continued
$	165,000	IN Health Facility Financing Authority (Community Hospital of Anderson)1		6.000	%		01/01/2023		11/02/2009	A	$	165,150
	570,000	IN Health Facility Financing Authority (Kings Daughters Hospital Assoc.)1		5.625			08/15/2027		04/03/2020	B		563,947
	55,000	IN Health Facility Financing Authority (Munster Medical Research Foundation/ St. Catherine Hospital Obligated Group)1		5.500			08/01/2013		08/01/2012	A		56,898
	30,000	IN HFA (Single Family Mtg.)1		5.250			07/01/2023		07/01/2011	A		30,002
	30,000	IN HFA (Single Family Mtg.)1		5.375			01/01/2023		01/01/2010	A		30,046
	5,000	IN HFA (Single Family Mtg.)1		5.600			07/01/2021		01/01/2011	A		5,071
	385,000	IN Hsg. & Community Devel. Authority (Single Family Mtg.)1		5.250			01/01/2037		07/01/2017	A		386,378
	100,000	IN Hsg. & Community Devel. Authority (Single Family Mtg.)		6.450			01/01/2040		07/01/2018	A		109,190
	360,000	IN Municipal Power Agency, Series A1		5.300			01/01/2023		11/02/2009	A		360,364
	645,000	Madison County, IN Hospital Authority (Community Hospital of Anderson)1		8.000			01/01/2014		11/01/2009	A		648,515
	40,000	New Albany, IN Hospital Facilities (Mercy Health System)1		5.625			01/01/2027		07/24/2022	B		39,368
	25,000	Perry County, IN Redevel. Authority1		6.000			02/01/2012		11/02/2009	A		25,062
	10,000	Petersburg, IN Pollution Control (Indianapolis Power & Light Company)1		6.375			11/01/2029		08/01/2015	A		10,040
												7,385,843
Iowa—0.0%
	15,000	Des Moines, IA Aviation System, Series B1		5.125			07/01/2018		11/02/2009	A		15,014
	50,000	IA Finance Authority (Genesis Medical Center)1		5.200			07/01/2022		11/02/2009	A		50,008
	20,000	IA Finance Authority (Trinity Health)1		6.000			12/01/2027		12/01/2011	A		20,605
	800,000	IA Finance Authority Retirement Community (Friendship Haven)1		5.250			11/15/2014		11/26/2013	B		799,936
	75,000	IA Student Loan Liquidity Corp.1		6.125			12/01/2011		11/02/2009	A		75,235
	20,000	Polk County, IA GO1		5.000			06/01/2013		11/02/2009	A		20,070
												980,868
Kansas—2.5%
	5,000	Kansas City, KS Mtg. Revenue1		7.000			12/01/2011		11/02/2009	A		5,014
	65,000	KS Devel. Finance Authority Health Facilities (St. Lukes/Shawnee Mission Health System)1		5.375			11/15/2026		11/02/2009	A		65,014
	115,000	La Cygne, KS Pollution Control (Kansas Gas & Electric Company)1		5.100			03/01/2023		11/02/2009	A		115,069
	675,000	Pittsburgh, KS Transportation Devel. District (N. Broadway-Pittsburgh Town Center)1		4.800			04/01/2027		08/18/2020	B		481,289

F22 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Kansas Continued
$	7,990,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.)3		5.250	%		12/01/2038		06/08/2016	A	$	8,213,120
	6,980,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.)3		5.250			12/01/2038		11/01/2009	A		7,269,147
	6,230,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.)3		5.550			06/01/2038		06/01/2021	A		6,390,774
	660,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.)1		5.650			12/01/2036		08/01/2011	A		681,239
	14,825,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.)3		5.800			12/01/2038		06/01/2015	A		15,426,208
	35,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.)1		5.850			06/01/2028		10/01/2010	A		35,648
	11,870,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.)3		5.875			06/01/2039		06/01/2020	A		12,407,451
	185,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.)1		6.950			06/01/2029		04/01/2012	A		201,110
	460,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.)1		7.600			12/01/2031		12/15/2010	A		468,809
	15,000	Shawnee, KS Multifamily Hsg. (Thomasbrook Apartments)1		5.500			04/01/2024		11/02/2009	A		15,008
	1,905,000	Wichita, KS Hospital (Via Christi Health System)		6.750			11/15/2014		11/15/2009	A		1,951,177
												53,726,077
Kentucky—1.4%
	150,000	Jefferson County, KY Health Facilities (JHHS)1		5.750			01/01/2026		11/02/2009	A		150,077
	55,000	Jefferson County, KY Health Facilities (JHHS/JHP/JHF Obligated Group)1		5.700			01/01/2021		11/02/2009	A		55,053
	2,535,000	Jefferson County, KY Health Facilities (University Medical Center)1		5.500			07/01/2017		11/02/2009	A		2,537,611
	120,000	Kenton County, KY Airport (Delta Airlines)5,6,7		8.000			12/01/2015		12/01/2015			1
	50,000	KY EDFA (Pikeville Medical Center)1		5.625			02/01/2017		11/02/2009	A		50,051
	110,000	KY EDFA (Pikeville Medical Center)1		5.700			02/01/2028		11/02/2009	A		110,043
	30,000	KY EDFA (St. Claire Medical Center)1		5.625			09/01/2021		11/02/2009	A		30,024
	20,000	KY Hsg. Corp.1		5.300			07/01/2018		07/01/2010	A		20,353
	15,000	KY Hsg. Corp.1		5.350			01/01/2021		07/01/2011	A		15,186
	15,000	KY Hsg. Corp.1		5.450			07/01/2022		01/01/2012	A		15,272
	20,000	KY Hsg. Corp., Series C1		5.375			07/01/2027		01/01/2012	A		20,331
	80,000	KY Infrastructure Authority1		5.700			06/01/2013		12/01/2009	A		80,378
	26,220,000	Louisville & Jefferson County, KY Metropolitan Government Health Facilities (Jewish Hospital & St. Mary’s Healthcare)1		6.000			02/01/2022		02/01/2013	A		27,481,706

F23 OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Kentucky Continued
$	30,000	Louisville & Jefferson County, KY Metropolitan Sewer District1		5.250	%		05/15/2027		11/02/2009	A	$	30,031
	100,000	Madison County, KY Industrial Building (McCready Manor)1		5.300			06/01/2011		12/01/2009	A		102,241
												30,698,358
Louisiana—4.9%
	120,000	Caddo Parish, LA Industrial Devel. Board (Pennzoil Products Company)1		5.600			12/01/2028		12/01/2010	A		120,541
	70,000	Calcasieu Parish, LA Industrial Devel. Board (Citgo Petroleum Corp.)1		6.000			07/01/2023		07/01/2023			63,873
	235,000	Calcasieu Parish, LA Industrial Devel. Board (ConocoPhillips Holding Company/E.I. Dupont de Nemours Obligated Group)1		5.750			12/01/2026		11/02/2009	A		235,139
	7,050,000	Calcasieu Parish, LA Industrial Devel. Board Pollution Control (Entergy Gulf States)1		5.450			07/01/2010		11/02/2009	A		7,053,596
	480,000	Calcasieu Parish, LA Public Trust Authority1		5.000			04/01/2028		04/01/2016	B		489,197
	190,000	De Soto Parish, LA Environmental Improvement (International Paper Company)1		5.600			11/01/2022		11/01/2022			186,367
	140,000	De Soto Parish, LA Environmental Improvement (International Paper Company)1		6.375			05/01/2025		05/01/2012	A		142,706
	35,000	East Baton Rouge, LA Mtg. Finance Authority (Government National Mortgage Assn. & FNMA Mtg.)1		5.600			04/01/2022		10/01/2009	A		35,483
	5,000	East Baton Rouge, LA Mtg. Finance Authority (Government National Mortgage Assn. & FNMA Mtg.)1		5.700			10/01/2033		11/02/2009	A		5,060
	10,000	East Baton Rouge, LA Mtg. Finance Authority (Government National Mortgage Assn. & FNMA Mtg.)1		6.200			10/01/2028		11/02/2009	A		10,186
	35,000	East Baton Rouge, LA Mtg. Finance Authority (Single Family Mtg.)1		5.500			10/01/2025		11/02/2009	A		35,024
	30,000	East Baton Rouge, LA Mtg. Finance Authority (Single Family Mtg.)1		6.350			10/01/2028		11/02/2009	A		30,039
	135,000	Iberville Parish, LA Pollution Control (Entergy Gulf States)1		5.700			01/01/2014		01/01/2014			134,987
	550,000	Jefferson Parish, LA Home Mtg. Authority (Single Family Mtg.)1		5.875			12/01/2021		07/01/2012	A		565,142
	3,000,000	LA HFA (La Chateau)1		6.000			09/01/2017		07/31/2014	A		3,049,680
	240,000	LA HFA (Single Family Mtg.)1		5.800			06/01/2035		02/01/2012	A		243,691
	10,000	LA HFA (Single Family Mtg.)1		5.900			12/01/2011		09/01/2010	A		10,328

F24 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Louisiana Continued
$	15,000	LA HFA (Single Family Mtg.)1		5.900	%		12/01/2011		06/01/2010	A	$	15,495
	1,050,000	LA HFA (Single Family Mtg.)1		6.375			06/01/2033		06/01/2012	A		1,105,115
	300,000	LA HFA (Single Family Mtg.)1		7.450			12/01/2031		09/01/2010	A		308,391
	20,000	LA HFA (St. Dominic Assisted Care)1		6.300			09/01/2015		11/02/2009	A		20,032
	2,070,000	LA Local Government EF&CD Authority (Bellemont Apartments)1		6.000			09/01/2022		05/22/2018	B		1,746,066
	7,000,000	LA Public Facilities Authority (Centenary College)1		5.625			02/01/2019		01/09/2015	B		6,433,070
	6,000,000	LA Public Facilities Authority (Louisiana Water Company)1		5.450			02/01/2013		02/01/2010	A		6,043,140
	245,000	LA Public Facilities Authority (Touro Infirmary)1		5.625			08/15/2029		07/18/2026	B		188,540
	7,500,000	LA State Citizens Property Insurance1		6.125			06/01/2024		06/01/2013	A		8,040,825
	9,195,000	LA Tobacco Settlement Financing Corp. (TASC)1		5.875			05/15/2039		09/27/2016	B		8,949,126
	52,510,000	LA Tobacco Settlement Financing Corp. (TASC), Series B1		5.500			05/15/2030		05/15/2011	A		53,203,132
	2,000,000	Morehouse Parish, LA Pollution Control (International Paper Company)1		5.250			11/15/2013		11/15/2013			2,061,100
	25,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)1		5.250			07/15/2011		07/15/2011			24,939
	230,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)1		5.600			07/15/2025		10/02/2022	B		196,942
	20,000	New Orleans, LA Finance Authority (Single Family Mtg.)1		5.350			12/01/2028		08/20/2010	B		19,856
	5,000	New Orleans, LA Home Mtg. Authority (Single Family Mtg.)1		6.000			12/01/2021		12/01/2009	A		5,125
	30,000	New Orleans, LA Sewage Service1		5.400			06/01/2017		06/01/2017			28,726
	15,000	Orleans Parish, LA Parishwide School District1		5.000			09/01/2014		11/02/2009	A		15,007
	70,000	Orleans Parish, LA Parishwide School District1		5.000			09/01/2015		11/02/2009	A		70,023
	15,000	Orleans Parish, LA Parishwide School District1		5.125			09/01/2021		09/13/2020	B		14,770
	55,000	Orleans Parish, LA Parishwide School District1		5.125			09/01/2022		10/10/2020	B		53,404
	50,000	Orleans Parish, LA Parishwide School District1		5.300			09/01/2014		11/02/2009	A		50,037
	170,000	Orleans Parish, LA Parishwide School District1		5.375			09/01/2017		11/02/2009	A		170,065
	15,000	Orleans Parish, LA School Board1		5.300			09/01/2012		11/02/2009	A		15,009
	110,000	Orleans Parish, LA School Board1		5.300			09/01/2013		11/02/2009	A		110,047
	150,000	Orleans Parish, LA School Board, Series B1		5.200			02/01/2014		11/02/2009	A		150,003

F25 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Louisiana Continued
$	1,000,000	Orleans, LA Levee District1		5.950	%		11/01/2014		10/13/2009	A	$	1,003,250
	340,000	Shreveport, LA Hsg. Authority (U.S. Goodman Plaza)1		6.100			08/01/2019		12/26/2015	B		240,989
	5,000	Shreveport, LA Hsg. Authority (U.S. Goodman Plaza)1		6.125			08/01/2010		02/05/2010	B		4,855
	35,000	Slidell, LA Utilities1		5.550			04/01/2016		11/02/2009	A		35,071
	30,000	St. John Baptist Parish, LA (USX Corp.)1		5.350			12/01/2013		12/01/2009	A		30,002
	25,000	Tangipahoa Parish, LA School Board Sales & Use Tax1		5.350			03/15/2010		11/02/2009	A		25,082
	100,000	West Feliciana Parish, LA Pollution Control (Entergy Gulf States)1		5.800			12/01/2015		12/01/2009	A		100,118
	95,000	West Feliciana Parish, LA Pollution Control (Entergy Gulf States)1		5.800			04/01/2016		04/01/2010	A		95,233
												102,983,624
Maine—0.4%
	1,800,000	Jay, ME Environmental Improvement (International Paper Company)1		6.250			09/01/2023		09/01/2011	A		1,821,240
	345,000	Jay, ME Solid Waste Disposal (International Paper Company)1		5.125			06/01/2018		06/01/2018			339,294
	5,025,000	Jay, ME Solid Waste Disposal (International Paper Company)1		6.200			09/01/2019		09/01/2011	A		5,096,204
	2,000,000	ME Finance Authority Solid Waste Recycling Facilities (Great Northern Paper)5,6		7.750			10/01/2022		10/01/2022			200,000
	5,000	ME H&HEFA, Series A1		5.875			07/01/2025		11/02/2009	A		5,012
	15,000	ME H&HEFA, Series A1		6.000			07/01/2024		11/02/2009	A		15,054
	30,000	ME Hsg. Authority1		5.375			11/01/2012		11/02/2009	A		30,075
	40,000	ME Hsg. Authority, Series C1		5.450			11/15/2023		11/02/2009	A		40,032
	50,000	ME Municipal Bond Bank1		5.300			11/01/2018		11/02/2009	A		50,170
	15,000	ME Municipal Bond Bank, Series B1		5.850			11/01/2020		11/02/2009	A		15,065
	25,000	Winslow, ME (Crowe Rope Industries)1		6.000			03/01/2012		11/02/2009	A		25,072
												7,637,218
Maryland—0.3%
	65,000	Baltimore, MD Port Facilities (E.I. DuPont de Nemours)1		6.500			10/01/2011		10/19/2009	A		65,012
	655,000	Baltimore, MD Port Facilities (E.I. DuPont de Nemours)1		6.500			10/01/2011		10/19/2009	A		655,164
	430,000	MD Community Devel. Administration (Dept. of Hsg. & Community Devel.)1		5.125			04/01/2021		04/01/2011	A		432,688
	90,000	MD Community Devel. Administration (Dept. of Hsg. & Community Devel.)1		5.150			03/01/2018		03/01/2010	A		90,660
	5,000	MD Community Devel. Administration (Dept. of Hsg. & Community Devel.)1		5.350			07/01/2041		01/01/2011	B		5,007

F26 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Maryland Continued
$	25,000	MD Community Devel. Administration (Dept. of Hsg. & Community Devel.)1		5.375	%		09/01/2024		03/01/2011	A	$	25,215
	245,000	MD Community Devel. Administration (Dept. of Hsg. & Community Devel.)1		5.650			07/01/2039		11/02/2009	A		245,096
	5,000	MD Community Devel. Administration (Dept. of Hsg. & Community Devel.)1		5.850			07/01/2014		07/01/2010	A		5,021
	2,600,000	MD Community Devel. Administration (Dept. of Hsg. & Community Devel.)1		6.000			07/01/2039		10/19/2009	A		2,602,158
	500,000	MD Community Devel. Administration (Dept. of Hsg. & Community Devel.)1		6.250			07/01/2031		01/01/2010	A		501,475
	65,000	MD H&HEFA (Johns Hopkins Hospital)1		5.500			07/01/2026		11/02/2009	A		65,115
	50,000	MD H&HEFA (Medlantic/Helix Parent)1		5.250			08/15/2013		01/01/2010	A		50,385
	55,000	MD Industrial Devel. Financing Authority (Bon Secours Health System)1		5.500			08/15/2020		11/02/2009	A		55,043
	10,000	Montgomery County, MD Hsg. Opportunities Commission (Multifamily Mtg.), Series B1		6.400			07/01/2028		10/27/2009	A		10,014
	1,350,000	Montgomery County, MD Hsg. Opportunities Commission (Single Family Mtg.)1		5.750			07/01/2029		09/01/2013	A		1,378,661
	80,000	Prince Georges County, MD Hsg. Authority (Langley Gardens Apartments)1		5.750			08/20/2029		08/20/2010	A		80,358
	10,000	Prince Georges County, MD Hsg. Authority (Single Family)1		6.150			08/01/2019		12/01/2009	A		10,128
												6,277,200
Massachusetts—3.4%
	35,000	MA Devel. Finance Agency (Curry College)1		6.000			03/01/2031		03/01/2011	A		35,220
	2,800,000	MA Devel. Finance Agency (Springfield Res Rec)1		5.625			06/01/2019		12/01/2009	A		2,859,276
	3,850,000	MA Devel. Finance Agency (VOA Ayer)1		6.200			02/20/2046		02/20/2020	A		4,224,605
	9,430,000	MA Educational Financing Authority1		5.300			01/01/2016		07/01/2010	A		9,520,811
	1,455,000	MA Educational Financing Authority, Series A1		5.920			12/01/2014		12/01/2010	A		1,475,181
	940,000	MA Educational Financing Authority, Series A1		6.000			12/01/2016		12/01/2009	A		952,389
	1,150,000	MA Educational Financing Authority, Series A1		6.050			12/01/2017		12/01/2009	A		1,164,812
	15,000	MA Educational Financing Authority, Series E1		5.750			07/01/2012		11/02/2009	A		15,036
	10,000	MA H&EFA (Beverly Hospital Corp.)1		5.625			07/01/2013		11/02/2009	A		10,013
	70,000	MA H&EFA (Cape Cod Healthcare)1		5.450			11/15/2023		10/22/2019	B		67,458
	50,000	MA H&EFA (Capital Asset Program)1		0.844	8		07/01/2030		10/14/2019	B		32,775

F27 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Massachusetts Continued
$	155,000	MA H&EFA (CC/SEMCB/CH/VRHS/ HFH Obligated Group)1		5.625	%		07/01/2020		08/10/2018	B	$	154,994
	180,000	MA H&EFA (CC/SEMCB/CH/VRHS/ HFH Obligated Group)1		5.700			07/01/2015		11/02/2009	A		181,867
	17,300,000	MA H&EFA (Hebrew College)1		0.700	8		07/01/2031		10/20/2024	B		11,765,730
	1,350,000	MA H&EFA (Nichols College)1		6.000			10/01/2017		10/01/2009	B		1,356,804
	180,000	MA H&EFA (Schepens Eye Research Institute)1		6.500			07/01/2028		07/01/2012	A		182,027
	1,255,000	MA H&EFA (Valley Regional Health System)1		5.750			07/01/2018		01/23/2017	B		1,254,937
	950,000	MA H&EFA (Valley Regional Health System)1		6.375			07/01/2014		11/02/2009	A		950,941
	3,005,000	MA HFA (Rental Mtg.)1		5.600			01/01/2045		07/01/2012	A		3,028,289
	15,000	MA HFA (Rental)1		6.050			07/01/2020		11/02/2009	A		15,004
	4,300,000	MA HFA (Rental)1		6.150			07/01/2032		11/02/2009	A		4,301,720
	30,000	MA HFA (Rental)1		6.250			07/01/2040		11/02/2009	A		30,013
	130,000	MA HFA, Series A1		5.050			06/01/2010		12/01/2009	A		130,835
	210,000	MA HFA, Series A1		5.150			12/01/2011		12/01/2009	A		211,260
	35,000	MA HFA, Series A1		5.500			07/01/2040		02/24/2035	B		28,776
	2,000,000	MA HFA, Series A1		6.000			07/01/2041		01/01/2011	A		2,010,540
	4,200,000	MA HFA, Series H1		6.650			07/01/2041		01/12/2031	A		4,242,630
	550,000	MA Industrial Finance Agency (Arbors at Taunton)1		5.300			06/20/2019		06/20/2011	A		558,525
	265,000	MA Industrial Finance Agency (Avon Associates)1		5.375			04/01/2020		11/02/2009	A		265,162
	985,000	MA Industrial Finance Agency (Heights Crossing)1		6.150			02/01/2035		11/02/2009	A		985,473
	910,000	MA Industrial Finance Agency (Massachusetts American Water Company)5		6.250			12/01/2010		11/02/2009	A		910,983
	930,000	MA Industrial Finance Agency (Massachusetts American Water Company)1		6.750			12/01/2025		01/18/2024	B		929,879
	2,130,000	MA Industrial Finance Agency (Massachusetts American Water Company)1		6.900			12/01/2029		07/01/2028	B		2,101,905
	1,000,000	MA Port Authority (Delta Air Lines)		5.500			01/01/2019		01/01/2019			812,240
	16,500,000	MA Port Authority (Delta Air Lines)		5.500			01/01/2022		01/01/2022			12,556,005
	225,000	MA Port Authority (US Airways)1		5.750			09/01/2016		10/12/2014	B		210,233
	435,000	MA Port Authority (US Airways)1		6.000			09/01/2021		10/13/2019	B		390,621
	1,095,000	MA Turnpike Authority, Series A1		5.125			01/01/2023		11/02/2009	A		1,095,580
	950,000	MA Turnpike Authority, Series A1		5.550			01/01/2017		11/02/2009	A		954,047
												71,974,596
Michigan—1.3%
	500,000	Detroit, MI GO1		5.250			04/01/2014		04/01/2014			482,150
	225,000	Detroit, MI Local Devel. Finance Authority (Chrysler Corp.)1		5.375			05/01/2018		08/27/2014	B		109,098
	3,070,000	Dickinson County, MI Healthcare System1		5.700			11/01/2018		11/01/2011	A		3,101,621

F28 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Michigan Continued
$	25,000	Farmington Hills, MI EDC (Botsford General Hospital)1		5.700	%		02/15/2015		11/02/2009	A	$	25,019
	155,000	Flint, MI Hospital Building Authority (Hurley Medical Center)1		5.375			07/01/2020		01/23/2019	B		138,829
	10,000	Huron Shore, MI Regional Utility Authority (Water & Sewer System)1		5.625			05/01/2015		11/01/2009	A		10,091
	20,000	Kalamazoo, MI (Downtown Devel.)1		6.000			04/01/2013		10/01/2009	A		20,550
	20,000	MI Higher Education Student Loan Authority1		5.400			06/01/2018		06/01/2010	A		20,103
	250,000	MI Hospital Finance Authority (Detroit Medical Center Obligated Group)1		5.250			08/15/2028		07/25/2027	B		169,835
	50,000	MI Hospital Finance Authority (Holland Community Hospital)1		5.625			01/01/2028		11/02/2009	A		50,016
	460,000	MI Hospital Finance Authority (OUH/ OHP/OHS Obligated Group)1		6.000			04/01/2022		04/01/2013	A		473,276
	20,000	MI Hospital Finance Authority (St. John Hospital)1		5.750			05/15/2016		11/15/2009	A		20,975
	680,000	MI Hsg. Devel. Authority (Rental Hsg.)1		6.100			10/01/2033		11/02/2009	A		680,449
	75,000	MI Hsg. Devel. Authority, Series A1		5.300			10/01/2037		04/01/2011	B		75,107
	25,000	MI Municipal Bond Authority1		7.100			11/01/2014		11/02/2009	A		25,121
	1,035,000	MI Public Educational Facilities Authority (Old Redford Academy)1		5.000			12/01/2013		01/05/2012	B		1,013,234
	520,000	MI Strategic Fund Limited Obligation (Ford Motor Company), Series A		6.550			10/01/2022		10/01/2022			370,635
	1,425,000	MI Strategic Fund Solid Waste (S.D. Warren & Company)1		7.375			01/15/2022		01/15/2022			1,172,761
	12,980,000	MI Tobacco Settlement Finance Authority1		5.125			06/01/2022		07/12/2013	B		12,211,454
	750,000	Mount Clemens, MI Hsg. Corp. (FHA Section 8), Series A1		6.600			06/01/2022		11/02/2009	A		751,238
	4,680,000	Saginaw, MI Hospital Finance Authority (Covenant Medical Center)1		6.500			07/01/2030		07/01/2011	A		4,754,646
	1,750,000	Wayne County, MI Building Authority1		5.250			06/01/2016		11/02/2009	A		1,756,195
	55,000	Wayne, MI Charter County Airport (Detroit Metropolitan Wayne County)1		5.000			12/01/2019		12/01/2019			54,737
	830,000	Wayne, MI Charter County Airport (Detroit Metropolitan Wayne County)1		5.250			12/01/2012		12/01/2010	A		839,578
	20,000	Wayne, MI Charter County Airport (Detroit Metropolitan Wayne County)1		5.250			12/01/2014		12/01/2009	A		20,220
	25,000	Wayne, MI Charter County Airport (Detroit Metropolitan Wayne County)1		5.250			12/01/2018		12/01/2010	A		25,162
	10,000	Wayne, MI Charter County Airport (Detroit Metropolitan Wayne County)1		5.375			12/01/2015		12/01/2010	A		10,109
	25,000	Wexford County, MI Water Supply System1		5.850			11/01/2012		11/01/2009	A		25,829
												28,408,038

F29 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Minnesota—3.2%
$	60,000	Becker, MN Pollution Control (Northern States Power Company)1		8.500	%		03/01/2019		08/27/2012	A	$	69,152
	58,000,000	Becker, MN Pollution Control (Northern States Power Company)1		8.500			04/01/2030		08/27/2012	A		65,339,320
	45,000	Minneapolis, MN Multifamily Hsg. (Riverside Plaza)1		5.100			12/20/2018		11/02/2009	A		45,027
	755,000	MN Agricultural & Economic Devel. Board1		7.250			08/01/2020		08/01/2010	A		758,073
	205,000	MN HFA (Single Family Mtg.)1		5.600			07/01/2013		11/02/2009	A		205,513
	100,000	Olmsted County, MN Health Care Facilities (Olmsted Medical Group)		5.550			07/01/2019		11/02/2009	A		100,013
	885,000	St. Paul, MN Hsg. & Redevel. Authority (559 Capital Blvd./HSJH/BLMC/DRH/ HESJH Obligated Group)1		5.700			11/01/2015		06/30/2013	B		877,345
												67,394,443
Mississippi—0.4%
	3,000,000	Adams County, MS Environmental Improvement (International Paper Company)1		6.250			09/01/2023		09/01/2011	A		3,035,400
	285,000	Biloxi, MS Hsg. Authority (Beauvoir Apartments)1		6.250			09/01/2031		02/03/2027	B		185,831
	65,000	Gulfport, MS Hospital Facility (Memorial Hospitalat Gulfport)1		6.125			07/01/2015		11/02/2009	A		65,111
	300,000	Jackson County, MS Port Improvement1		5.250			05/01/2012		11/02/2009	A		300,507
	290,000	Jackson County, MS Port Improvement1		5.250			05/01/2013		11/02/2009	A		290,409
	100,000	MS Business Finance Corp. (Bomaine Corp.)1		5.750			05/01/2015		05/01/2015			96,572
	35,000	MS Devel. Bank Special Obligation1		5.500			07/01/2031		07/01/2011	A		37,796
	165,000	MS Devel. Bank Special Obligation1		5.500			07/01/2031		07/01/2011	A		166,465
	10,000	MS Higher Education Assistance Corp. (Student Loan)1		6.800			09/01/2016		09/01/2016			8,873
	2,750,000	MS Higher Education Assistance Corp., Series C1		6.750			09/01/2014		09/01/2014			2,539,818
	395,000	MS Home Corp. (Single Family Mtg.)1		5.300			12/01/2023		04/01/2013	A		395,174
	140,000	MS Home Corp. (Valley State Student Hsg.)		5.200			12/01/2023		01/08/2022	B		64,942
	105,000	MS Home Corp. (Valley State Student Hsg.)		5.300			12/01/2028		01/08/2027	B		48,989
	20,000	MS Home Corp., Series A1		6.300			06/01/2031		06/01/2014	A		20,809
	50,000	MS Small Business Enterprise1		5.700			12/01/2013		11/02/2009	A		50,113
	20,000	Tupelo, MS GO1		5.900			08/01/2013		02/01/2010	A		20,331
	1,075,000	Warren County, MS Environmental Improvement (International Paper Company)1		6.250			09/01/2023		09/01/2011	A		1,087,685
												8,414,825

F30 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity*
Amount			Coupon			Maturity		(Unaudited)			Value
Missouri—0.7%
$	20,000	Bates County, MO Hospital (Bates County Memorial Hospital)1		5.700	%		03/01/2026		04/09/2024	B	$	19,057
	175,000	Belton, MO Tax Increment (Belton Town Center)1		5.000			03/01/2014		09/06/2013	B		168,942
	125,000	Belton, MO Tax Increment (Belton Town Center)1		5.125			03/01/2015		03/01/2015			119,136
	100,000	Belton, MO Tax Increment (Belton Town Center)1		5.250			03/01/2016		03/01/2016			94,369
	1,100,000	Branson, MO IDA (Branson Hills Redevel.)1		6.250			05/01/2013		05/05/2011	B		1,087,460
	4,095,000	Hanley/Eager Road, MO Transportation Devel. District1		6.750			12/01/2028		11/02/2009	A		4,095,819
	1,170,000	Kansas City, MO Special Facilities (MCI Overhaul Base)1		5.625			09/01/2017		09/01/2015	A		1,241,429
	1,200,000	Kansas City, MO Tax Increment (Briarcliff West)1		5.150			06/01/2016		08/01/2013	B		1,132,920
	150,000	Lake of the Ozarks, MO Community Bridge Corp.1		5.250			12/01/2026		03/24/2024	B		111,333
	20,000	Lees Summit, MO Tax (Summitwoods Crossing)1		6.250			05/01/2017		06/25/2015	B		19,832
	1,045,000	Maplewood, MO Tax (Maplewood South Redevel.)1		5.200			11/01/2022		09/01/2012	B		893,276
	10,000	MO Environmental Improvement & Energy Resources Authority1		5.100			01/01/2011		11/02/2009	A		10,025
	35,000	MO Environmental Improvement & Energy Resources Authority1		5.125			01/01/2019		11/02/2009	A		35,126
	205,000	MO Environmental Improvement & Energy Resources Authority (Missouri-American Water Company)1		5.900			03/01/2030		11/02/2009	A		205,062
	320,000	MO Environmental Improvement & Energy Resources Authority (St. Joseph Light & Power)1		5.850			02/01/2013		11/02/2009	A		320,582
	25,000	MO Environmental Improvement & Energy Resources Authority (Tri County Water Authority)1		5.750			04/01/2019		11/02/2009	A		25,020
	25,000	MO H&EFA (St. Lukes-Shawnee Mission Health System)1		5.375			11/15/2021		11/02/2009	A		25,012
	30,000	MO HDC (Single Family Hsg.)1		6.100			09/01/2024		09/01/2010	A		30,908
	560,000	MO HDC (Single Family Hsg.)1		6.450			09/01/2029		09/01/2010	A		584,707
	430,000	MO HDC (Single Family Hsg.)1		6.950			09/01/2030		09/01/2010	A		436,153
	10,000	MO HDC (Single Family Mtg.)1		6.200			09/01/2025		11/20/2009	A		10,430
	15,000	MO HDC (Single Family- Homeownership Loan)1		5.550			09/01/2018		03/01/2011	A		15,392
	20,000	MO HDC (Truman Farm Villas)1		5.750			10/01/2011		10/19/2009	A		20,036

F31 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Missouri Continued
$	20,000	MO Higher Education Student Loan Authority1		5.650	%		02/15/2010		11/02/2009	A	$	20,069
	200,000	Raymore, MO Tax Increment1		5.000			03/01/2012		03/01/2012			194,194
	300,000	Raymore, MO Tax Increment1		5.000			03/01/2013		03/01/2013			284,451
	275,000	Raymore, MO Tax Increment1		5.125			03/01/2014		03/01/2014			257,703
	230,000	Raymore, MO Tax Increment1		5.125			03/01/2015		03/01/2015			210,278
	2,150,000	Richmond Heights, MO Tax Increment & Transportation Sales Tax1		5.200			11/01/2021		07/21/2015	B		1,857,923
	35,000	Sikeston, MO Electric1		5.000			06/01/2022		01/21/2020	B		34,897
	500,000	St. Joseph, MO IDA (Shoppes at North Village)1		5.100			11/01/2019		06/06/2018	B		469,675
	675,000	Strother, MO Interchange Transportation Devel. District (Lees Summit)1		5.000			05/01/2024		02/03/2012	B		544,307
	10,000	University City, MO IDA (Canterbury Gardens)1		5.900			12/20/2020		11/02/2009	A		10,006
												14,585,529
Montana—0.5%
	215,000	Crow, MT Finance Authority (Tribal)1		5.700			10/01/2027		11/02/2009	A		215,269
	20,000	MT Board of Hsg. (Single Family Mtg.)1		5.450			06/01/2027		06/01/2010	A		20,064
	1,115,000	MT Board of Hsg. (Single Family Mtg.)1		5.600			12/01/2023		09/01/2010	A		1,130,855
	5,000	MT Board of Hsg. (Single Family Mtg.)1		5.750			06/01/2030		12/01/2009	A		5,099
	3,195,000	MT Board of Hsg. (Single Family Mtg.)1		5.750			12/01/2035		11/01/2010	A		3,278,485
	2,530,000	MT Board of Hsg. (Single Family Mtg.)1		6.000			12/01/2029		06/01/2010	A		2,595,249
	2,330,000	MT Higher Education Student Assistance Corp.1		6.400			12/01/2032		12/01/2032			2,281,839
												9,526,860
Multi States—1.1%
	10,000,000	Centerline Equity Issuer Trust1		6.000			04/30/2015		04/30/2015			10,398,600
	6,000,000	Munimae TE Bond Subsidiary1		5.125			11/29/2049		09/30/2015	D		4,617,840
	8,000,000	Munimae TE Bond Subsidiary1		5.300			11/29/2049		09/30/2015	D		5,458,720
	3,000,000	Munimae TE Bond Subsidiary1		5.500			11/29/2049		09/30/2015	B		1,898,640
												22,373,800
Nebraska—0.2%
	35,000	Dawson County, NE Sanitation & Improvement District (IBP)1		5.550			02/01/2017		08/26/2015	B		32,491
	125,000	NE Central Plains Gas Energy1		5.000			12/01/2013		12/01/2013			133,019
	10,000	NE Investment Finance Authority (Kearney Plaza)1		7.500			12/01/2023		11/02/2009	A		10,023
	5,000	NE Investment Finance Authority (Multifamily Hsg.)1		6.000			12/01/2015		11/02/2009	A		5,005
	30,000	NE Investment Finance Authority (Multifamily Hsg.)1		6.200			06/01/2028		11/02/2009	A		30,029

F32 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Nebraska Continued
$	20,000	NE Investment Finance Authority (Single Family Hsg.)1		5.350	%		09/01/2032		03/01/2012	A	$	20,102
	490,000	NE Student Loan (Nebhelp)1		6.000			06/01/2028		10/19/2009	A		490,172
	3,805,000	NE Student Loan (Nebhelp)1		6.400			06/01/2013		12/01/2010	A		3,895,217
	95,000	NE Student Loans (Nebhelp)1		5.875			06/01/2014		10/19/2009	A		95,170
	105,000	Sarpy County, NE Sanitation & Improvement Districts No. 179 (Eagle Crest)1		5.700			10/01/2021		11/02/2009	A		105,079
												4,816,307
Nevada—0.5%
	400,000	Clark County, NV Industrial Devel. (Southwest Gas Corp.)1		5.450			03/01/2038		03/01/2013	D		413,824
	5,200,000	Director of the State of NV Dept. of Business & Industry (Las Vegas Monorail)		5.625			01/01/2032		01/26/2031	B		1,055,028
	2,500,000	Director of the State of NV Dept. of Business & Industry (Las Vegas Monorail)		5.625			01/01/2034		07/15/2033	B		507,200
	7,055,000	Las Vegas, NV Paiute Tribe, Series A1		6.125			11/01/2012		05/30/2010	B		6,814,001
	200,000	Las Vegas, NV Paiute Tribe, Series A1		6.625			11/01/2017		11/13/2015	B		177,054
	100,000	Las Vegas, NV Special Improvement District (Sumerlin Village)1		5.375			06/01/2014		06/01/2014			92,524
	250,000	Las Vegas, NV Special Improvement District (Sumerlin Village)1		5.500			06/01/2015		06/01/2015			226,685
	110,000	NV Hsg. Division (Campaige Place)5		5.450			10/01/2018		11/02/2009	A		110,078
	45,000	NV Hsg. Division (Multi-Unit Hsg.)1		5.550			10/01/2028		11/02/2009	A		45,009
	290,000	NV Hsg. Division (Multi-Unit Hsg.)1		5.900			10/01/2016		04/01/2010	A		292,445
	5,000	NV Hsg. Division (Single Family Mtg.)1		5.300			04/01/2028		04/01/2010	B		4,936
	15,000	NV Hsg. Division (Single Family Mtg.)1		5.650			04/01/2022		10/01/2010	A		15,218
	5,000	NV Hsg. Division (Single Family Mtg.), Series B1		5.650			10/01/2021		10/01/2010	A		5,046
	15,000	Washoe, NV HFC (Washoe Mills Apartments)1		6.125			07/01/2022		11/02/2009	A		15,020
	1,510,000	West Wendover, NV (Recreation District)1		5.400			12/01/2017		12/01/2009	A		1,511,299
												11,285,367
New Hampshire—3.7%
	15,000	Manchester, NH Hsg. & Redevel. Authority, Series A1		6.000			01/01/2011		01/01/2010	A		15,221
	1,500,000	Manchester, NH Hsg. & Redevel. Authority, Series A1		6.050			01/01/2012		01/01/2010	A		1,521,630
	4,235,000	Manchester, NH Hsg. & Redevel. Authority, Series A1		6.750			01/01/2014		01/01/2011	A		4,296,831
	335,000	NH Business Finance Authority (Pennichuck Water Works)1		6.300			05/01/2022		11/02/2009	A		335,436

F33 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
New Hampshire Continued
$	525,000	NH Business Finance Authority (Public Service Company of New Hampshire)1		6.000	%		05/01/2021		05/01/2012	A	$	533,316
	10,000,000	NH Business Finance Authority (Public Service Company of New Hampshire)1		6.000			05/01/2021		05/01/2012	A		10,158,400
	26,100,000	NH Business Finance Authority (Public Service Company of New Hampshire)1		6.000			05/01/2021		05/01/2012	A		26,513,424
	4,600,000	NH Business Finance Authority (Public Service Company of New Hampshire)1		6.000			05/01/2021		05/01/2012	A		4,672,864
	5,000,000	NH Business Finance Authority (United Illuminating Company)1		6.875			12/01/2029		02/01/2012	D		5,382,050
	7,000,000	NH Business Finance Authority (United Illuminating Company)1		7.125			07/01/2027		02/01/2012	D		7,544,390
	10,000,000	NH HE&HFA (Concord Hospital)1		6.000			10/01/2026		11/02/2009	A		10,003,900
	130,000	NH HE&HFA (Dartmouth College)1		5.550			06/01/2023		06/01/2010	A		130,732
	125,000	NH HE&HFA (Franklin Pierce College)1		5.250			10/01/2018		11/08/2016	B		96,753
	150,000	NH HE&HFA (New Hampton School)1		5.250			10/01/2018		09/03/2014	B		144,684
	5,000	NH HFA5		6.125			01/01/2018		11/02/2009	A		5,007
	60,000	NH HFA (Prescott Hills Apartments)1		6.150			07/01/2040		01/01/2010	A		60,126
	190,000	NH HFA (Single Family Mtg.)1		5.200			01/01/2024		06/05/2015	B		189,700
	10,000	NH HFA (Single Family Mtg.)1		5.450			07/01/2021		01/01/2012	A		10,179
	945,000	NH HFA (Single Family Mtg.)1		5.750			01/01/2037		07/23/2012	A		966,177
	70,000	NH HFA (Single Family Mtg.)5		5.850			07/01/2017		11/02/2009	A		70,114
	4,255,000	NH HFA (Single Family Mtg.)1		5.850			07/01/2021		03/01/2010	A		4,362,992
	10,000	NH HFA (Single Family Mtg.)1		6.150			07/01/2011		11/02/2009	A		10,020
	50,000	NH HFA (Single Family Mtg.)1		6.150			07/01/2029		12/01/2011	A		50,888
	740,000	NH HFA (Single Family Mtg.)1		6.300			07/01/2031		01/01/2012	A		770,717
	1,000,000	NH IDA (Connecticut Light & Power Company)1		5.900			11/01/2016		11/02/2009	A		1,001,320
	35,000	NH IDA (Connecticut Light & Power Company)1		5.900			08/01/2018		10/01/2012	A		35,548
												78,882,419
New Jersey—2.7%
	3,550,000	NJ EDA (Continental Airlines)1		6.625			09/15/2012		09/15/2012			3,523,198
	320,000	NJ EDA (Hackensack Water Company)1		5.800			03/01/2024		11/02/2009	A		320,822
	1,750,000	NJ EDA (Masonic Charity Foundation of New Jersey)1		6.000			06/01/2025		06/01/2013	A		1,812,073
	5,870,000	NJ EDA (Trigen-Trenton District Energy Company)1		6.200			12/01/2010		11/02/2009	A		5,876,868
	4,670,000	NJ Health Care Facilities Financing Authority (Deborah Heart & Lung Center)1		6.200			07/01/2013		11/02/2009	A		4,677,239
	5,000,000	NJ Health Care Facilities Financing Authority (Deborah Heart & Lung Center)1		6.300			07/01/2023		11/02/2009	A		5,003,100

F34 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
New Jersey Continued
$	1,195,000	NJ Health Care Facilities Financing Authority (Jersey Shore University Medical Center)1		6.125	%		07/01/2011		11/02/2009	A	$	1,197,737
	1,245,000	NJ Health Care Facilities Financing Authority (Jersey Shore University Medical Center)1		6.125			07/01/2012		11/02/2009	A		1,247,577
	1,345,000	NJ Health Care Facilities Financing Authority (Jersey Shore University Medical Center)1		6.200			07/01/2013		11/02/2009	A		1,347,636
	1,430,000	NJ Health Care Facilities Financing Authority (Jersey Shore University Medical Center)1		6.200			07/01/2014		11/02/2009	A		1,432,560
	545,000	NJ Health Care Facilities Financing Authority (Raritan Bay Medical Center)1		7.250			07/01/2014		03/02/2012	B		540,188
	10,000,000	NJ Health Care Facilities Financing Authority (Virtual Health)1		6.000			07/01/2029		01/01/2014	A		10,733,900
	2,560,000	NJ Higher Education Student Assistance Authority (Student Loans)1		6.000			06/01/2015		06/01/2010	A		2,626,560
	1,150,000	NJ Higher Education Student Assistance Authority (Student Loans)1		6.100			06/01/2016		06/01/2010	A		1,178,589
	1,375,000	NJ Hsg. & Mtg. Finance Agency, Series U1		5.750			04/01/2018		11/02/2009	A		1,376,183
	4,950,000	NJ Tobacco Settlement Financing Corp.1		4.500			06/01/2023		09/08/2012	B		4,669,187
	8,695,000	Union County, NJ Utilities Authority (Ogden Martin Systems of Union)1		5.375			06/01/2013		12/01/2009	A		8,746,648
												56,310,065
New Mexico—1.2%
	3,500,000	Bernalillo County, NM Multifamily Hsg. (Mountain View)1		7.500			09/20/2033		10/15/2009	A		3,649,205
	30,000	Farmington, NM Hospital (San Juan Medical Center/ Interface, Inc. Obligated Group)1		5.000			06/01/2016		11/02/2009	A		30,010
	3,045,000	Farmington, NM Pollution Control (Public Service Company of New Mexico)1		5.700			12/01/2016		11/02/2009	A		3,045,974
	5,000	Farmington, NM Pollution Control (Public Service Company of New Mexico)1		6.300			12/01/2016		11/02/2009	A		5,003
	25,000	Farmington, NM Pollution Control (Public Service Company of New Mexico)1		6.300			12/01/2016		11/02/2009	A		25,016
	4,235,000	Farmington, NM Pollution Control (Public Service Company of New Mexico)1		6.375			04/01/2022		11/02/2009	A		4,237,033
	12,050,000	Farmington, NM Pollution Control (Tucson Electric Power Company)1		6.950			10/01/2020		11/02/2009	A		12,061,930
	15,000	NM Mtg. Finance Authority (Bluffs at Tierra Contenta)5		5.200			01/01/2019		10/19/2009	A		15,007
	15,000	NM Mtg. Finance Authority (Rio Volcan Apartments)1		5.650			07/01/2018		12/01/2009	A		15,012
	25,000	NM Mtg. Finance Authority (Single Family Mtg.)1		5.000			09/01/2022		03/01/2012	B		24,711
	10,000	NM Mtg. Finance Authority (Single Family Mtg.)1		5.350			07/01/2023		07/01/2010	B		10,020

F35 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
New Mexico Continued
$	5,000	NM Mtg. Finance Authority (Single Family Mtg.)1		5.875	%		09/01/2021		03/01/2010	A	$	5,136
	495,000	NM Mtg. Finance Authority (Single Family Mtg.)1		6.150			03/01/2032		01/01/2010	A		496,564
	345,000	NM Mtg. Finance Authority (Single Family Mtg.)1		6.200			09/01/2032		03/01/2013	A		351,862
	565,000	NM Mtg. Finance Authority (Single Family Mtg.)1		6.450			03/01/2033		09/01/2011	A		582,894
	225,000	NM Regional Hsg. Authority (Washington Place Apartments)1		5.500			08/15/2020		10/30/2017	B		149,947
	15,000	Santa Fe, NM Single Family Mtg. (FNMA & GNMA Mtg. Backed Securities), Series A1		6.300			11/01/2028		11/02/2009	A		15,019
	125,000	Villa Hermosa, NM Affordable Hsg. Corp. (Villa Hermosa Apartments)		5.900			05/20/2027		12/14/2022	B		105,813
												24,826,156
New York—0.0%
	500,000	NYC IDA (JFK International Airport)1		8.000			08/01/2012		08/01/2012			507,090
North Carolina—0.5%
	2,000,000	Charlotte, NC Douglas International Airport, Series B1		6.000			07/01/2028		07/01/2011	A		2,021,540
	115,000	NC Eastern Municipal Power Agency1		5.750			01/01/2026		01/01/2011	A		116,849
	75,000	NC Eastern Municipal Power Agency, Series B1		5.500			01/01/2021		11/02/2009	A		75,270
	30,000	NC Eastern Municipal Power Agency, Series B1		6.250			01/01/2023		11/02/2009	A		30,050
	3,095,000	NC HFA1		5.750			03/01/2017		09/01/2010	A		3,196,887
	1,835,000	NC HFA1		6.000			07/01/2016		11/02/2009	A		1,837,459
	15,000	NC HFA (Single Family)1		5.350			09/01/2028		03/01/2010	A		15,020
	95,000	NC HFA (Single Family)1		5.600			09/01/2019		09/01/2010	A		97,644
	1,730,000	NC HFA (Single Family)1		6.250			09/01/2027		09/01/2010	A		1,778,423
	1,330,000	NC HFA (Single Family)1		6.250			03/01/2028		09/01/2010	A		1,380,181
	1,000,000	Piedmont Triad, NC Airport Authority1		6.000			07/01/2021		01/01/2010	A		1,011,200
												11,560,523
North Dakota—0.6%
	60,000	Fargo, ND Health System (Meritcare Hospital/Meritcare Med Group Obligated Group)1		5.375			06/01/2027		12/01/2009	A		60,014
	3,370,000	Grand Forks, ND Health Care Facilities (United Health Resources)1		6.125			12/01/2014		11/02/2009	A		3,374,819
	570,000	Grand Forks, ND Health Care Facilities (United Hospital/United Health Resources Obligated Group)1		6.100			12/01/2009		11/02/2009	A		571,402

F36 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
North Dakota Continued
$	7,510,000	Grand Forks, ND Health Care System (Altru Health System)1		5.600	%		08/15/2017		11/02/2009	A	$	7,514,882
	100,000	ND Board of Higher Education Student Services Facilities1		5.500			08/01/2023		09/09/2021	B		97,256
	60,000	ND HFA (Home Mtg.)1		5.150			07/01/2014		07/01/2010	A		60,534
	80,000	ND HFA, Series B1		5.300			07/01/2024		07/01/2012	A		80,553
	25,000	ND HFA, Series C1		5.650			07/01/2013		07/01/2010	A		25,759
	50,000	Oliver County, ND Solid Waste (Square Butte Electric Cooperative)1		5.450			01/01/2024		01/01/2011	A		50,266
	45,000	Williston, ND Health Facilities (Catholic Health Corp.)1		5.500			11/15/2014		11/02/2009	A		45,168
												11,880,653
Ohio—8.1%
	100,000	Adams County, OH Valley Local School District1		5.250			12/01/2021		11/02/2009	A		100,132
	70,000	Akron, OH Economic Devel.1		5.000			12/01/2018		12/01/2009	A		70,406
	5,000,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)1		0.000	4		06/01/2037		01/06/2023	B		3,556,250
	141,555,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)1		5.125			06/01/2024		10/02/2013	B		134,198,387
	8,290,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)1		5.375			06/01/2024		10/02/2013	B		8,064,015
	70,000	Centerville, OH GO1		5.625			12/01/2026		11/02/2009	A		70,347
	1,305,000	Cleveland-Cuyahoga County, OH Port Authority (Cleveland Christian Home)1		5.250			11/15/2015		05/15/2012	B		1,243,156
	2,005,000	Cleveland-Cuyahoga County, OH Port Authority (Port Cleveland)1		5.375			05/15/2018		05/15/2014	B		1,884,139
	505,000	Cleveland-Cuyahoga County, OH Port Authority (Universal Heat Treating)1		6.500			11/15/2014		05/15/2010	A		510,025
	50,000	Columbus, OH Sewer Improvement Bonds1		6.000			09/15/2010		09/15/2010			51,289
	5,000	Cuyahoga County, OH Hospital (University Hospitals of Cleveland)1		9.000			06/01/2011		12/01/2009	A		5,442
	1,350,000	Cuyahoga County, OH Hospital Facilities (CSAHS-UHHS-Cuyahoga/ Canton Obligated Group)1		7.500			01/01/2030		07/01/2012	A		1,377,122
	175,000	Cuyahoga County, OH Utility System (The Medical Center Company)1		5.850			08/15/2010		11/02/2009	A		175,592
	2,785,000	Dublin, OH Industrial Devel. (Dublin Health Care Corp.)1		7.500			12/01/2016		06/01/2014	B		2,767,872
	100,000	Franklin County, OH Mtg. (Gateway Apartment Homes)1		5.800			12/20/2028		12/20/2013	A		104,370
	20,000	Franklin County, OH Mtg. (Villas at St. Therese)1		5.500			07/01/2021		01/24/2020	B		17,592

F37 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Ohio Continued
$	1,790,000	Grove City, OH Tax Increment Financing1		5.125	%		12/01/2016		06/12/2013	B	$	1,620,487
	25,000	Lake County, OH Sewer District Improvements1		5.850			12/01/2016		12/01/2016			25,069
	650,000	Lucas County, OH GO1		6.500			12/01/2016		11/02/2009	A		653,159
	200,000	Lucas County, OH Hospital (Toledo Hospital/Flower Hospital Obligated Group)5		5.750			11/15/2011		11/02/2009	A		200,550
	15,000	Muskingum County, OH Hospital Facilities (BHA/Careserve/PP/SSNH/BHC/BCG/ Carelife/BCC Obligated Group)1		5.400			12/01/2016		11/02/2009	A		15,009
	20,000	Muskingum County, OH Hospital Facilities (FSCCHM)1		5.375			02/15/2012		11/02/2009	A		20,028
	35,000	OH Air Quality Devel. Authority (FirstEnergy Solutions Corp.)1		7.250			11/01/2032		11/01/2012	D		37,806
	45,000	OH Capital Corp. for Hsg. (The Conifers)1		6.300			06/01/2028		11/02/2009	A		45,043
	460,000	OH Economic Devel. (Astro Instrumentation)1		5.450			06/01/2022		06/01/2014	A		473,487
	5,000	OH Economic Devel. (Enterprise Bond Fund)5		6.500			12/01/2009		11/02/2009	A		5,016
	240,000	OH Environmental Facilities (Ford Motor Company)		5.950			09/01/2029		09/01/2029			158,645
	45,000	OH HFA1		5.250			09/01/2030		11/01/2011	B		44,280
	745,000	OH HFA, Series D1		5.450			09/01/2031		08/01/2010	A		750,290
	30,000	OH Water Devel. Authority1		9.375			12/01/2010		12/01/2009	A		31,086
	60,000	Pike County, OH Hospital Facilities (Pike Health Services)1		6.750			07/01/2017		11/02/2009	A		60,022
	10,000	Pleasant, OH Local School District1		5.100			12/01/2018		11/02/2009	A		10,016
	1,900,000	Port of Greater Cincinnati, OH Devel. Authority (Public Parking Infrastructure)1		6.300			02/15/2024		12/19/2017	B		1,573,067
	1,950,000	Port of Greater Cincinnati, OH Devel. Authority (Public Parking Infrastructure)1		6.400			02/15/2034		02/27/2030	B		1,511,738
	215,000	Scioto County, OH Marine Terminal Facility (Norfolk & Western Railway Company)1		5.300			08/15/2013		10/27/2009	A		215,316
	35,000	Toledo, OH Multifamily Hsg. (Commodore Perry)1		5.450			12/01/2028		12/01/2010	A		35,147
	40,000	Toledo, OH Multifamily Hsg. (Hillcrest Apartments)1		5.250			12/01/2018		12/01/2010	A		40,280
	6,090,000	Toledo-Lucas County, OH Port Authority (Bax Global)1		6.250			11/01/2013		08/25/2011	B		5,770,640
	750,000	Toledo-Lucas County, OH Port Authority (Creekside Devel. Company)1		6.600			11/15/2015		11/15/2012	B		732,128
	630,000	Toledo-Lucas County, OH Port Authority (Woodsage Properties)1		5.400			05/15/2014		05/15/2014			613,173

F38 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Ohio Continued
$	880,000	Tuscarawas County, OH (Union Hospital Assoc.)1		6.375	%		10/01/2011		11/02/2009	A	$	881,778
	1,380,000	Tuscarawas County, OH (Union Hospital Assoc.)1		6.500			10/01/2021		11/02/2009	A		1,381,228
	90,000	Wadsworth, OH Hsg. Devel. Corp. (Medina Hsg.)1		6.200			03/01/2020		05/21/2017	B		70,765
	50,000	Wood County, OH Industrial Devel. (Schutz Container System)1		7.125			06/01/2013		06/01/2010	D		50,480
												171,221,869
Oklahoma—0.3%
	450,000	Ardmore, OK Devel. Authority Tax1		5.000			11/01/2010		05/06/2010	A		450,968
	85,000	Cherokee County, OK EDA (NSU Student Hsg.)1		5.250			12/01/2034		06/03/2030	B		61,616
	65,000	Edmond, OK EDA Student Hsg. (Collegiate Hsg. Foundation)1		5.375			12/01/2019		04/10/2016	B		64,070
	95,000	OK HFA (Single Family Homeownership Loan Program)1		5.300			09/01/2026		11/02/2009	A		95,576
	10,000	OK HFA (Single Family Homeownership Loan Program)1		5.400			09/01/2022		07/21/2010	A		10,342
	80,000	OK HFA (Single Family Homeownership Loan Program)1		5.500			09/01/2028		03/01/2012	A		82,149
	25,000	OK HFA (Single Family Homeownership Loan Program)1		5.750			03/01/2029		11/02/2009	A		25,255
	65,000	OK HFA (Single Family Homeownership Loan Program)1		5.850			09/01/2020		03/01/2011	A		67,297
	15,000	OK HFA (Single Family Homeownership Loan Program)1		6.200			09/01/2028		03/01/2011	A		15,241
	30,000	OK HFA (Single Family Mtg.)1		5.250			03/01/2022		03/01/2012	A		30,003
	15,000	OK HFA (Single Family Mtg.)1		5.350			09/01/2020		09/01/2010	A		15,104
	10,000	OK HFA (Single Family Mtg.)1		5.350			09/01/2025		03/01/2013	A		10,039
	40,000	OK HFA (Single Family Mtg.)1		5.400			09/01/2029		11/11/2009	A		40,924
	2,620,000	Oklahoma City, OK Airport Trust1		5.750			02/01/2018		11/02/2009	A		2,623,406
	1,930,000	Oklahoma County, OK HFA (Single Family Mtg.)1		6.600			10/01/2035		02/01/2017	A		2,055,740
	580,000	Tulsa, OK Airport Authority (Tulsa International Airport)1		6.125			06/01/2026		06/01/2010	A		583,921
	10,000	Tulsa, OK Municipal Airport Trust (American Airlines)1		6.250			06/01/2020		06/01/2020			8,870
												6,240,521
Oregon—0.2%
	20,000	Klamath Falls, OR Airport1		5.500			07/01/2016		11/02/2009	A		20,072
	25,000	Newberg, OR Public Safety1		5.250			12/01/2012		11/02/2009	A		25,090

F39 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Oregon Continued
$	75,000	Northern Wasco County, OR People’s Utility District (Bonneville Power Administration)1		5.200	%		12/01/2024		11/02/2009	A	$	75,233
	15,000	OR Bond Bank (Economic Devel. Dept.)1		5.500			01/01/2013		11/02/2009	A		15,051
	45,000	OR Bond Bank (Economic Devel. Dept.)1		6.000			01/01/2015		11/02/2009	A		45,202
	25,000	OR GO1		5.375			08/01/2028		11/02/2009	A		25,006
	40,000	OR GO (Elderly & Disabled Hsg.)1		5.450			08/01/2012		11/02/2009	A		40,109
	35,000	OR GO (Elderly & Disabled Hsg.)1		5.450			08/01/2013		11/02/2009	A		35,087
	20,000	OR GO (Elderly & Disabled Hsg.)1		5.550			08/01/2016		11/02/2009	A		20,019
	25,000	OR GO (Elderly & Disabled Hsg.)1		5.600			08/01/2019		11/02/2009	A		25,020
	25,000	OR GO (Elderly & Disabled Hsg.)1		5.700			08/01/2016		11/02/2009	A		25,028
	15,000	OR GO (Elderly & Disabled Hsg.)1		6.200			08/01/2020		11/02/2009	A		15,018
	60,000	OR GO (Elderly & Disabled Hsg.)1		6.300			08/01/2026		11/02/2009	A		60,062
	225,000	OR GO (Veterans Welfare)1		6.000			04/01/2032		04/01/2010	A		226,292
	20,000	OR Health & Science University1		5.250			07/01/2015		11/02/2009	A		20,029
	50,000	OR Hsg. & Community Services Dept. (Multifamily)1		5.700			07/01/2029		11/02/2009	A		50,024
	20,000	OR Hsg. & Community Services Dept. (Multifamily)1		6.000			07/01/2031		11/02/2009	A		20,014
	10,000	OR Hsg. & Community Services Dept. (Multifamily), Series A1		5.100			07/01/2021		07/01/2011	A		10,096
	210,000	OR Hsg. & Community Services Dept. (Multifamily), Series A1		5.950			07/01/2030		07/01/2010	A		211,390
	50,000	OR Hsg. & Community Services Dept. (Multifamily), Series A1		6.050			07/01/2042		07/01/2010	A		50,265
	5,000	OR Hsg. & Community Services Dept. (Single Family Mtg.)1		6.800			07/01/2027		11/02/2009	A		5,008
	55,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series A1		5.800			07/01/2016		01/01/2010	A		56,866
	20,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series A5		6.000			07/01/2011		10/19/2009	A		20,039
	5,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series A1		6.200			07/01/2027		11/02/2009	A		5,005
	20,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series B1		5.450			07/01/2029		07/02/2011	B		19,969
	10,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series B1		6.200			07/01/2027		10/19/2009	A		10,009
	15,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series C1		6.400			07/01/2026		11/02/2009	A		15,017
	1,095,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series D1		6.375			07/01/2027		01/01/2010	A		1,106,443
	15,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series E1		6.000			07/01/2027		11/02/2009	A		15,153
	30,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series F1		5.250			07/01/2022		12/15/2009	A		31,161

F40 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Oregon Continued
$	165,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series F1		5.650	%		07/01/2028		11/02/2009	A	$	165,772
	50,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series H1		5.650			07/01/2028		10/19/2009	A		50,023
	35,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series H1		6.000			07/01/2027		10/19/2009	A		35,027
	5,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series M5		5.700			07/01/2011		11/02/2009	A		5,009
	100,000	OR Hsg. & Community Services Dept. (Single Family Mtg.), Series M1		6.200			07/01/2028		11/02/2009	A		100,088
	120,000	OR Hsg. & Community Services Dept., Series B1		5.900			07/01/2019		11/02/2009	A		120,115
	25,000	Port of Portland, OR Airport (Portland International Airport)1		5.500			07/01/2018		07/01/2010	A		25,216
	60,000	Port Umatilla, OR Water1		6.450			08/01/2014		02/01/2010	A		60,587
	1,000,000	Western Generation, OR Agency Cogeneration (Wauna Cogeneration)1		5.000			01/01/2016		03/24/2015	B		960,980
												3,821,594
Pennsylvania—2.9%
	1,895,000	Allegheny County, PA Airport Authority (Pittsburgh International Airport)1		6.000			01/01/2014		01/01/2011	A		1,921,890
	3,530,000	Allegheny County, PA Redevel. Authority (Pittsburgh Mills)1		5.100			07/01/2014		07/01/2014			3,386,470
	7,065,000	Allegheny County, PA Redevel. Authority (Robinson Mall)1		7.000			11/01/2017		11/01/2010	A		7,179,241
	8,000,000	Beaver County, PA IDA (First Energy General Corp.)1		7.125			06/01/2028		06/01/2011	D		8,388,640
	1,700,000	Bucks County, PA IDA (School Lane Foundation)1		4.600			03/15/2017		03/15/2017			1,623,398
	4,000,000	Carbon County, PA IDA (Panther Creek Partners)1		6.650			05/01/2010		11/01/2009	A		4,001,880
	7,890,000	Chester County, PA H&EFA (Chester County Hospital)1		5.875			07/01/2016		11/02/2009	A		7,900,336
	1,000,000	Clarion County, PA Hospital Authority (Clarion Hospital)1		5.750			07/01/2012		01/01/2010	A		1,028,960
	12,300,000	PA EDFA (National Gypsum Company)1		6.125			11/01/2027		11/01/2027			7,858,716
	8,120,000	PA EDFA (National Gypsum Company)1		6.250			11/01/2027		11/01/2027			5,268,581
	2,000,000	PA EDFA (Northampton Generating)		6.500			01/01/2013		12/24/2010	B		1,415,320
	1,500,000	PA HEFA (California University of Pennsylvania Student Assoc.)1		6.750			09/01/2020		09/01/2012	A		1,539,900
	10,000,000	PA HEFA (MCP/HUHS/ AUS Obligated Group)1		5.875			11/15/2016		07/17/2014	B		9,696,900
	20,000	PA St. Mary Hospital Authority (Franciscan Health)1		7.000			06/15/2015		11/02/2009	A		20,046

F41 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Pennsylvania Continued
$	455,000	Philadelphia, PA Authority for Industrial Devel. (Cathedral Village)1		4.750	%		04/01/2034		07/02/2024	B	$	447,579
	25,000	Philadelphia, PA Authority for Industrial Devel. (Philadelphia Airport)1		5.000			07/01/2015		07/01/2010	A		25,153
	65,000	Pittsburgh, PA Urban Redevel. Authority, Series C1		5.600			04/01/2020		11/02/2009	A		65,047
												61,768,057
Rhode Island—2.8%
	3,110,000	Central Falls, RI Detention Facility1		6.750			01/15/2013		05/17/2011	B		2,942,433
	25,000	Providence, RI Public Building Authority, Series B1		5.500			12/15/2014		11/02/2009	A		25,093
	290,000	RI Clean Water Finance Agency (Triton Ocean)1		5.800			09/01/2022		11/02/2009	A		290,197
	80,000	RI Health & Educational Building Corp. (Johnson & Wales University)1		6.100			04/01/2026		11/02/2009	A		80,077
	50,000	RI Health & Educational Building Corp. (Lifespan)1		5.250			05/15/2026		11/02/2009	A		50,004
	1,635,000	RI Health & Educational Building Corp. (RIH/MHF/TMH/RIHF Obligated Group)1		5.750			05/15/2023		11/02/2009	A		1,636,112
	25,000	RI Hsg. & Mtg. Finance Corp. (Homeownership Opportunity)1		5.200			04/01/2019		11/02/2009	A		25,007
	25,000	RI Hsg. & Mtg. Finance Corp. (Homeownership Opportunity)1		5.400			10/01/2026		02/22/2018	B		24,882
	145,000	RI Hsg. & Mtg. Finance Corp. (Homeownership Opportunity)1		6.500			04/01/2027		11/02/2009	A		145,203
	25,000	RI Hsg. & Mtg. Finance Corp. (Rental Hsg.)1		5.375			04/01/2024		10/01/2012	A		25,279
	20,000	RI Student Loan Authority1		5.250			12/01/2011		12/01/2009	A		20,074
	18,835,000	RI Student Loan Authority3		6.000			12/01/2023		12/01/2010	A		19,051,283
	115,000	RI Student Loan Authority1		6.450			12/01/2015		12/01/2009	A		115,467
	1,370,000	RI Tobacco Settlement Financing Corp. (TASC)1		6.250			06/01/2042		06/20/2026	B		1,358,533
	350,000,000	RI Tobacco Settlement Financing Corp. (TASC)		6.950	2		06/01/2052		06/01/2052			8,554,000
	2,495,000	RI Tobacco Settlement Financing Corp. (TASC), Series A1		6.000			06/01/2023		11/24/2010	A		2,539,586
	24,345,000	RI Tobacco Settlement Financing Corp. (TASC), Series A1		6.125			06/01/2032		09/25/2018	B		22,561,972
												59,445,202
South Carolina—1.1%
	1,310,000	Allendale County, SC School District Energy Savings Special Obligation1		7.000			12/01/2013		12/01/2013			1,353,649
	215,000	Charleston County, SC Hospital Facilities (Medical Society Health)1		5.000			10/01/2022		11/02/2009	A		218,505

F42 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
South Carolina Continued
$	530,000	Charleston County, SC Hospital Facilities (Medical Society Health)1		5.500	%		10/01/2019		11/02/2009	A	$	540,218
	20,000	Charleston County, SC Hospital Facilities (Medical Society Health)1		6.000			10/01/2009		10/01/2009			20,003
	110,000	Georgetown County, SC Environmental Improvement (International Paper Company)1		5.700			10/01/2021		10/01/2021			109,716
	320,000	Greenville County, SC Airport (Donaldson Industrial Air Park)1		6.125			10/01/2017		01/25/2014	B		314,749
	20,000	Horry County, SC Airport1		5.700			07/01/2027		11/02/2009	A		20,013
	840,000	Orangeburg County, SC Solid Waste (South Carolina Electric & Gas Company)1		5.700			11/01/2024		11/02/2009	A		840,412
	110,000	Piedmont, SC Municipal Power Agency1		5.250			01/01/2021		01/01/2011	A		111,201
	1,190,000	Richland County, SC Educational Facilities (Benedict College)1		6.250			07/01/2014		01/26/2013	B		1,047,474
	2,335,000	Richland County, SC Environmental Improvement (International Paper Company)1		6.100			04/01/2023		04/01/2013	A		2,386,487
	1,630,000	SC Connector 2000 Assoc. Toll Road, Series B5		4.673	2		01/01/2011		01/01/2011			717,200
	1,735,000	SC Connector 2000 Assoc. Toll Road, Series B		5.604	2		01/01/2021		01/01/2021			263,512
	720,000	SC Connector 2000 Assoc. Toll Road, Series B		5.702	2		01/01/2026		01/01/2026			68,918
	725,000	SC Educational Facilities Authority (Benedict College)1		5.750			07/01/2017		03/02/2015	B		558,736
	25,000	SC GO1		5.250			06/01/2010		11/02/2009	A		25,103
	20,000	SC Hsg. Finance & Devel. Authority1		5.950			07/01/2029		11/02/2009	A		20,013
	90,000	SC Hsg. Finance & Devel. Authority, Series A1		5.400			07/01/2021		01/01/2011	A		90,838
	10,000	SC Hsg. Finance & Devel. Authority, Series A-21		5.300			07/01/2019		11/02/2009	A		10,006
	10,000	SC Ports Authority1		5.000			07/01/2017		01/01/2010	A		10,059
	25,000	SC Ports Authority1		5.000			07/01/2018		07/01/2010	A		25,143
	160,000	SC Ports Authority1		5.300			07/01/2026		07/01/2010	A		160,901
	14,510,000	SC Tobacco Settlement Management Authority1		5.000			06/01/2018		11/02/2009	A		14,515,224
	80,000	SC Western Carolina Regional Sewer Authority1		5.500			03/01/2010		03/01/2010			81,550
												23,509,630
South Dakota—1.3%
	15,930,000	SD Education Loans1		5.600			06/01/2020		06/01/2020			11,611,218
	10,460,000	SD Educational Enhancement Funding Corp. Tobacco Settlement1		6.500			06/01/2032		06/01/2012	A		10,584,369

F43 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
South Dakota Continued
$	45,000	SD H&EFA (Prairie Lakes Health Care System)1		5.650	%		04/01/2022		04/01/2010	A	$	45,126
	4,125,000	SD Hsg. Devel. Authority (Homeownership)1		5.375			05/01/2018		11/01/2009	A		4,208,243
	30,000	SD Hsg. Devel. Authority (Homeownership)1		5.375			05/01/2018		11/01/2009	A		31,941
	1,240,000	SD Hsg. Devel. Authority (Homeownership)1		5.750			05/01/2031		01/01/2011	A		1,266,449
												27,747,346
Tennessee—0.6%
	10,000	Blount County, TN Hospital, Series B1		5.125			07/01/2019		01/23/2018	B		10,000
	50,000	Columbia, TN Electric System1		5.625			09/01/2017		11/02/2009	A		50,200
	5,000	Memphis, TN HFC (Saint’s Court Apartments)1		6.000			09/01/2013		11/02/2009	A		5,014
	215,000	Memphis-Shelby County, TN Airport Authority1		6.000			03/01/2024		03/01/2011	A		218,066
	2,400,000	Memphis-Shelby County, TN Airport Authority1		6.250			03/01/2018		03/01/2010	A		2,444,400
	50,000	Shelby County, TN HE&HF (Christian Brothers University)5		5.750			09/01/2012		11/02/2009	A		50,046
	85,000	South Fulton, TN Industrial Devel. Board (Tyson Foods)1		6.350			10/01/2015		11/16/2013	B		81,171
	355,000	South Fulton, TN Industrial Devel. Board (Tyson Foods)1		6.400			10/01/2020		11/14/2018	B		321,410
	6,675,000	TN Energy Acquisition Corp., Series A1		5.000			09/01/2013		09/01/2013			7,088,049
	1,285,000	TN Energy Acquisition Corp., Series C1		5.000			02/01/2012		02/01/2012			1,350,419
	740,000	TN Energy Acquisition Corp., Series C1		5.000			02/01/2013		02/01/2013			781,270
	15,000	TN Hsg. Devel. Agency (Homeownership)1		5.250			07/01/2022		01/01/2012	A		15,148
	35,000	TN Hsg. Devel. Agency (Homeownership)1		5.375			07/01/2023		07/01/2010	A		35,111
	20,000	TN Hsg. Devel. Agency (Homeownership)1		5.500			07/01/2013		01/01/2010	A		20,082
	80,000	TN Hsg. Devel. Agency (Homeownership)1		5.550			01/01/2021		01/01/2011	A		80,909
	25,000	TN Hsg. Devel. Agency (Homeownership)1		5.850			07/01/2023		01/01/2010	A		25,648
	20,000	Unicoi County, TN HE&HF (Erwin Health Care Associates)1		5.875			03/20/2016		11/02/2009	A		20,041
												12,596,984
Texas—9.6%
	20,000	Abilene, TX HFDC (Hendrick Medical Center)5		5.850			09/01/2010		10/17/2009	A		20,052
	105,000	Abilene, TX HFDC (Hendrick Medical Center)1		6.000			09/01/2013		10/17/2009	A		105,281
	50,000	Abilene, TX HFDC (Hendrick Medical Center)1		6.150			09/01/2025		10/17/2009	A		50,125
	605,000	Austin, TX Utility System		6.730	2		11/15/2014		11/15/2014			420,880

F44 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Texas Continued
$	125,000	Bexar County, TX HFC (American Opportunity Hsg.-Cinnamon Creek)1		5.750	%		12/01/2013		05/25/2011	B	$	115,719
	120,000	Bexar County, TX HFC (Doral Club)1		8.750			10/01/2036		10/01/2036			87,068
	1,085,000	Brazos River Authority, TX (Johnson County Surface Water and Treatment System)1		5.800			09/01/2011		11/02/2009	A		1,088,157
	150,000	Brazos River Authority, TX Pollution Control (TXU Energy Company)		6.750			10/01/2038		10/01/2038			73,827
	5,000,000	Brazos River, TX Harbor Navigation District (Dow Chemical Company)1		5.700			05/15/2033		05/15/2012	A		4,915,050
	20,000,000	Brazos River, TX Harbor Navigation District (Dow Chemical Company)1		6.250			05/15/2033		06/15/2012	D		20,250,400
	290,000	Brazos River, TX Harbor Navigation District (Dow Chemical Company)1		6.625			05/15/2033		05/15/2013	A		290,212
	17,845,000	Capital Area, TX HFC (AHF Affordable Hsg.)		0.560	8		01/01/2039		01/01/2039			8,417,487
	25,000	Cass County, TX IDC (International Paper Company)1		6.000			09/01/2025		09/01/2012	A		25,204
	285,000	Cass County, TX IDC (International Paper Company)1		6.600			03/15/2024		03/15/2012	A		288,916
	60,000	Collin County, TX HFC (Community College District Foundation)1		5.250			06/01/2023		07/07/2021	B		39,973
	5,000	Connally, TX Consolidated Independent School District1		5.625			08/15/2029		11/02/2009	A		5,008
	2,500,000	Dallas-Fort Worth, TX International Airport1		5.500			11/01/2020		11/01/2011	A		2,570,350
	20,000,000	Dallas-Fort Worth, TX International Airport1		5.500			11/01/2021		11/02/2009	A		20,017,600
	10,250,000	Dallas-Fort Worth, TX International Airport1		6.000			11/01/2023		11/02/2009	A		10,268,245
	6,500,000	Dallas-Fort Worth, TX International Airport1		6.000			11/01/2024		11/02/2009	A		6,507,540
	120,000	Dallas-Fort Worth, TX International Airport1		6.000			11/01/2032		11/02/2009	A		120,100
	8,000,000	Dallas-Fort Worth, TX International Airport1		6.100			11/01/2019		11/02/2009	A		8,013,840
	2,680,000	Dallas-Fort Worth, TX International Airport1		6.100			11/01/2024		11/01/2009	A		2,682,224
	11,500,000	Dallas-Fort Worth, TX International Airport1		6.250			11/01/2028		11/02/2009	A		11,512,765
	4,950,000	Dallas-Fort Worth, TX International Airport1		6.250			11/01/2028		11/02/2009	A		4,955,495
	100,000	De Soto, TX Park Devel. Corp.1		5.250			02/15/2016		11/02/2009	A		100,191
	165,000	El Paso County, TX HFC (American Village Communities), Series A1		6.250			12/01/2020		12/01/2012	A		165,030

F45 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Texas Continued
$	165,000	Fort Bend County, TX Municipal Utility District No. 231		6.125	%		09/01/2028		11/02/2009	A	$	165,081
	35,000	Galveston County, TX HFC (Friendswood)1		6.200			10/01/2021		11/02/2009	A		35,042
	100,000	Galveston County, TX HFC (Friendswood)1		6.250			04/01/2029		11/02/2009	A		100,090
	85,000	Grand Prairie, TX Metropolitan Utility & Reclamation District1		5.800			04/01/2011		11/02/2009	A		85,031
	1,265,000	Grand Prairie, TX Metropolitan Utility & Reclamation District5		6.500			04/01/2012		11/02/2009	A		1,266,050
	4,660,000	Gulf Coast, TX IDA (Citgo Petroleum Corp.)1		7.500			05/01/2025		10/01/2012	D		4,766,201
	110,000	Gulf Coast, TX IDA (Valero Energy Corp.)1		5.600			12/01/2031		12/01/2031			104,634
	340,000	Gulf Coast, TX IDA Solid Waste (Citgo Petroleum Corp.)1		8.000			04/01/2028		04/01/2012	A		345,307
	30,000	Gulf Coast, TX Waste Disposal Authority (Valero Energy Corp.)1		6.650			04/01/2032		04/01/2011	A		30,447
	1,785,000	Harris County, TX HFC1		6.300			09/01/2032		09/01/2015	A		1,839,782
	12,470,000	Harris County, TX HFDC (St. Lukes Episcopal Hospital)1		6.750			02/15/2021		11/02/2009	A		12,509,031
	40,000	Harris County, TX IDC (Continental Airlines)1		5.375			07/01/2019		08/09/2014	B		34,917
	10,000	Harris County, TX Municipal Utility District1		6.500			03/01/2017		11/02/2009	A		10,007
	2,055,000	Harris County-Houston, TX Sports Authority1		5.750			11/15/2019		11/15/2011	A		2,111,965
	2,267,000	Heart of TX HFC (Waco Parkside Village)1		7.400			09/20/2035		09/20/2015	A		2,424,352
	920,000	Houston, TX Airport Special Facilities (Continental Airlines)1		5.500			07/15/2017		11/02/2009	A		921,334
	4,560,000	Houston, TX Airport Special Facilities (Continental Airlines)1		6.125			07/15/2017		07/09/2013	B		4,294,198
	50,000	Houston, TX Airport System (Continental Airlines)1		5.375			07/15/2011		11/02/2009	A		50,146
	10,000	Houston, TX Airport System (People Mover)1		5.375			07/15/2012		11/02/2009	A		10,025
	45,000	Houston, TX Airport System, Series A1		5.000			07/01/2028		07/13/2027	B		44,942
	8,000,000	Houston, TX Airport System, Series A1		5.500			07/01/2023		07/01/2010	A		8,059,760
	50,000	Houston, TX Airport System, Series A5		6.000			07/01/2010		01/01/2010	A		50,437
	3,900,000	Houston, TX Airport System, Series A1		6.000			07/01/2011		01/01/2010	A		3,932,019
	500,000	Houston, TX Airport System, Series B		5.200			07/01/2018		11/02/2009	A		500,415
	825,000	Houston, TX HFC (Single Family Mtg.)1		6.750			06/01/2033		12/30/2010	A		844,891

F46 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Texas Continued
$	1,780,000	Houston, TX Hsg. Corp. (6800 Long Drive Apartments)1		6.625	%		02/01/2020		02/01/2010	A	$	1,787,814
	80,000	Leander, TX Independent School District		5.562	2		08/15/2015		08/15/2010	A		57,513
	35,000	Lewisville, TX HFC (Lewisville Limited)5		5.500			06/01/2017		10/19/2009	A		35,030
	90,000	Lewisville, TX HFC (Lewisville Limited)1		5.600			12/01/2029		10/19/2009	A		90,030
	130,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)1		6.750			07/01/2012		04/13/2010	B		122,292
	50,000	Matagorda County, TX Navigation District (Centerpoint Energy)1		5.250			11/01/2029		11/01/2029			48,786
	6,040,000	McLennan County, TX Public Facility Corp.1		6.625			06/01/2035		12/01/2018	A		6,701,259
	85,000	Metro, TX HFDC (Wilson N. Jones Memorial Hospital)1		5.500			01/01/2012		09/02/2010	B		84,867
	35,000	Metro, TX HFDC (Wilson N. Jones Memorial Hospital)1		5.600			01/01/2017		12/30/2014	B		33,159
	45,000	Midland County, TX Hospital District1		5.375			06/01/2016		11/02/2009	A		45,042
	16,000,000	Mission, TX EDC (Waste Management)1		6.000			08/01/2020		08/01/2013	D		17,173,600
	50,000	Montgomery County, TX Municipal Utility District No. 40 (Waterworks & Sewer)1		5.000			03/01/2019		11/02/2009	A		50,060
	20,000	Northampton, TX Municipal Utility District (Waterworks and Sewer)1		5.700			03/01/2014		11/02/2009	A		20,081
	700,000	Permian Basin, TX HFC (Single Family Mtg.)1		5.650			01/01/2038		12/01/2010	A		726,474
	225,000	Permian Basin, TX HFC (Single Family Mtg.)1		5.750			01/01/2038		07/01/2016	B		225,351
	12,190,000	Sabine, TX River Authority Pollution Control (TXU Electric Company)		5.750			05/01/2030		11/01/2011	D		10,739,268
	620,000	Sabine, TX River Authority Pollution Control (TXU Electric Company)		6.450			06/01/2021		06/01/2021			342,383
	315,000	Southeast TX HFC1		4.750			01/01/2037		10/01/2010	B		308,980
	40,000	Southlake Parks, TX Devel. Corp.1		5.375			08/15/2021		11/02/2009	A		40,087
	235,000	Trinity, TX River Authority (TXU Energy Company)		6.250			05/01/2028		05/01/2028			111,663
	6,350,000	TX Angelina & Neches River Authority (Temple-Inland)1		5.650			09/01/2012		10/23/2009	A		6,368,669
	70,000	TX Dept. of Hsg. & Community Affairs1		5.250			07/01/2018		01/01/2011	A		70,753
	10,000	TX Dept. of Hsg. & Community Affairs1		5.350			07/01/2033		05/01/2015	B		9,917
	70,000	TX Dept. of Hsg. & Community Affairs (Pebble Brook Apartments)1		5.550			12/01/2024		12/01/2010	A		70,664
	20,000	TX Dept. of Hsg. & Community Affairs (Residential Mtg.)1		5.250			07/01/2022		05/01/2015	B		19,724
	155,000	TX Dept. of Hsg. & Community Affairs (Residential Mtg.)1		5.500			01/01/2021		01/01/2011	A		156,683
	55,000	TX Dept. of Hsg. & Community Affairs (Sugar Creek Apartments)1		6.000			01/01/2042		10/31/2013	A		55,967

F47 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

Principal								Effective Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Texas Continued
$	105,000	TX Dormitory Finance Authority (Temple Junior College Foundation)		5.875	%		09/01/2022		04/17/2019	B	$	58,016
	35,000	TX GO1		6.000			12/01/2030		12/01/2010	A		35,446
	500,000	TX Lower CO River Authority Pollution Control (Samsung Electronics Company)1		6.950			04/01/2030		04/01/2011	A		503,485
	1,365,000	TX Panhandle HFA (Amarillo Affordable Hsg.)6,7		6.250			03/01/2010		02/28/2010	B		682,473
	4,360,000	TX Panhandle HFA (Amarillo Affordable Hsg.)6,7		6.625			03/01/2020		03/11/2016	B		2,247,842
	2,860,000	TX Panhandle HFA (Amarillo Affordable Hsg.)6,7		6.750			03/01/2031		10/24/2026	B		1,479,592
	115,000	TX Veterans Hsg. Assistance1		6.100			06/01/2021		06/01/2010	A		116,220
	5,340,000	TX Veterans Hsg. Assistance, Series B1		6.100			06/01/2031		12/01/2009	A		5,350,520
	25,000	TX Water Devel. Board1		5.250			07/15/2015		11/02/2009	A		25,089
	60,000	Washington County, TX HFDC (Trinity Community Medical Center of Brenham/ Trinity Care Center Obligated Group)1		5.750			06/01/2024		07/11/2022	B		54,853
	625,000	Willow Fork, TX Drain District, Series A1		5.250			09/01/2011		11/02/2009	A		626,219
												204,318,714
U.S. Possessions—4.2%
	1,070,000	Puerto Rico Children’s Trust Fund (TASC)1		5.375			05/15/2033		05/15/2012	A		1,070,054
	1,000,000	Puerto Rico Highway & Transportation Authority1		5.500			07/01/2012		07/01/2012			1,065,970
	1,590,000	Puerto Rico ITEMECF (Cogeneration Facilities)1		6.625			06/01/2026		06/01/2011	A		1,612,976
	500,000	Puerto Rico ITEMECF (SEAM/Hospital Espanol Auxillio Obligated Group)1		6.250			07/01/2024		11/02/2009	A		500,500
	2,950,000	Puerto Rico Public Buildings Authority1		7.000			07/01/2021		07/01/2014	A		3,227,182
	13,200,000	Puerto Rico Public Buildings Authority1		7.000			07/01/2025		06/01/2014	A		14,257,584
	500,000	Puerto Rico Public Finance Corp., Series A1		5.000			08/01/2027		02/01/2012	D		511,200
	14,315,000	Puerto Rico Public Finance Corp., Series A1		5.250			08/01/2030		02/01/2012	D		14,795,411
	22,450,000	Puerto Rico Public Finance Corp., Series A1		5.750			08/01/2027		02/01/2012	D		23,418,493
	21,000,000	Puerto Rico Sales Tax Financing Corp., Series A1		6.125			08/01/2029		02/01/2014	A		22,363,320
	5,115,000	V.I. Public Finance Authority, Series A1		6.375			10/01/2019		10/01/2011	A		5,245,893
												88,068,583
Utah—0.5%
	6,300,000	Carbon County, UT Solid Waste Disposal (Allied Waste Industries)1		7.500			02/01/2010		11/02/2009	A		6,320,664
	1,508,000	Eagle Mountain, UT Special Assessment		6.250			05/01/2013		06/15/2011	B		1,507,849
	905,000	Emery County, UT Pollution Control (Pacificorp)1		5.625			11/01/2023		11/01/2009	A		922,476

F48 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Utah Continued
$	375,000	Emery County, UT Pollution Control (Pacificorp)1		5.650	%		11/01/2023		11/01/2009	A	$	379,395
	30,000	Intermountain, UT Power Agency1		5.000			07/01/2013		11/02/2009	A		30,095
	160,000	UT HFA1		5.950			01/01/2029		11/02/2009	A		160,109
	560,000	UT HFA (Single Family Mtg.)1		6.125			01/01/2027		07/01/2010	A		566,199
	10,000	UT Hsg. Corp. (Single Family Mtg.)1		6.000			07/01/2015		11/02/2009	A		10,013
	55,000	UT State Building Ownership Authority, Series A1		5.750			08/15/2011		08/15/2010	A		55,985
	10,000	UT University Campus Facilities System, Series A1		6.750			10/01/2014		11/02/2009	A		10,015
	60,000	Utah County, UT Hospital (IHC Health Services)1		5.250			08/15/2026		11/02/2009	A		60,229
												10,023,029
Vermont—0.0%
	25,000	Burlington, VT Airport1		5.600			07/01/2017		11/02/2009	A		25,036
	100,000	Burlington, VT Airport, Series B1		5.750			07/01/2017		11/02/2009	A		100,145
	10,000	Burlington, VT Airport, Series B1		5.850			07/01/2011		11/02/2009	A		10,031
	50,000	VT HFA1		5.400			02/15/2012		11/02/2009	A		50,123
	30,000	VT HFA (Single Family)1		5.500			11/01/2021		05/01/2011	A		30,283
	35,000	VT HFA (Single Family), Series 11A1		5.900			05/01/2019		08/15/2010	A		36,331
												251,949
Virginia—0.5%
	425,000	Norfolk, VA EDA, Series B1		5.625			11/01/2015		01/24/2013	B		362,593
	100,000	Richmond, VA IDA (Virginia Commonwealth University Real Estate Foundation)1		5.550			01/01/2031		01/01/2013	A		101,774
	750,000	VA Gateway Community Devel. Authority1		6.375			03/01/2030		09/02/2023	B		711,870
	8,170,000	VA Hsg. Devel. Authority (Rental Hsg.)1		5.550			01/01/2027		01/01/2012	A		8,290,017
	150,000	VA Hsg. Devel. Authority (Rental Hsg.)1		5.625			10/01/2020		10/01/2010	A		151,644
	975,000	Watkins Centre, VA Community Devel. Auth.1		5.400			03/01/2020		03/01/2015	A		938,867
												10,556,765
Washington—4.5%
	10,000	Bellingham, WA Hsg. Authority (Cascade Meadows)1		5.200			11/01/2027		11/02/2009	A		10,002
	3,750,000	Chelan County, WA Public Utility District No. 1 (Chelan Hydro)		6.050			07/01/2032		07/01/2013	A		3,956,138
	5,000,000	Clark County, WA Public Utility District No. 11		5.500			01/01/2025		01/01/2010	A		5,034,950
	25,000	King County, WA Hsg. Authority (Cascadian Apartments)1		6.850			07/01/2024		01/01/2010	A		25,105
	160,000	King County, WA Hsg. Authority (Fairwood Apartments)1		6.000			12/01/2025		12/01/2009	A		163,990

F49 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
Washington Continued
$	10,000	King County, WA Hsg. Authority (Rural Preservation)1		5.750	%		01/01/2028		12/18/2023	B	$	8,548
	115,000	Pierce County, WA Hsg. Authority1		5.800			12/01/2023		12/13/2021	B		94,869
	15,000	Port Chelan County, WA GO1		6.000			12/01/2011		11/02/2009	A		15,038
	100,000	Port Grays Harbor, WA GO1		6.375			12/01/2014		12/01/2009	A		100,416
	47,110,000	Port of Seattle, WA Special Facilities1		6.250			09/01/2026		03/01/2011	A		47,793,566
	45,000	Port of Seattle, WA Special Facility1		6.000			09/01/2029		03/01/2011	A		45,491
	245,000	Prosser, WA Water & Sewer1		5.400			09/01/2012		11/02/2009	A		245,916
	50,000	Seattle, WA Municipal Light & Power1		5.000			07/01/2014		11/02/2009	A		50,131
	15,000	Seattle, WA Municipal Light & Power1		5.000			07/01/2020		11/02/2009	A		15,024
	75,000	Tacoma, WA Hsg. Authority (Polynesia Village Apartments)1		5.850			12/01/2022		11/02/2009	A		75,080
	105,000	Tacoma, WA Hsg. Authority (Polynesia Village Apartments)1		5.900			12/01/2027		11/02/2009	A		105,081
	25,000	Tacoma, WA Hsg. Authority (Polynesia Village Apartments)1		5.900			06/01/2029		11/02/2009	A		25,018
	50,000	Thurston County, WA GO1		5.500			11/01/2016		11/02/2009	A		50,193
	1,500,000	Vancouver, WA Downtown Redevel. Authority (Conference Center)1		6.000			01/01/2028		03/01/2026	B		1,307,565
	15,000	Vancouver, WA Hsg. Authority (Office Building)1		5.500			03/01/2028		05/27/2020	B		12,042
	25,000	WA COP (Dept. of General Administration)1		5.500			10/01/2013		11/02/2009	A		25,096
	20,000	WA COP (Dept. of General Administration)1		5.600			10/01/2015		11/02/2009	A		20,042
	30,000	WA COP (Dept. of General Administration)1		5.600			10/01/2016		11/02/2009	A		30,056
	2,045,000	WA EDFA (Lindal Cedar Homes)1		5.800			11/01/2017		11/06/2009	A		2,047,986
	675,000	WA Health Care Facilities Authority (Group Health Cooperative of Puget Sound)1		6.250			12/01/2021		11/02/2009	A		675,648
	125,000	WA Health Care Facilities Authority (Harrison Memorial Hospital)1		5.300			08/15/2014		11/02/2009	A		125,109
	145,000	WA Health Care Facilities Authority (Harrison Memorial Hospital)1		5.400			08/15/2023		12/21/2019	B		144,068
	5,000	WA Health Care Facilities Authority (Yakima Valley Memorial Hospital Assoc.)1		5.375			12/01/2014		11/02/2009	A		5,006
	890,000	WA HFC1		5.000			06/01/2021		07/01/2010	A		898,669
	10,000	WA HFC (Single Family)5		5.250			12/01/2017		11/02/2009	A		10,013
	85,000	WA HFC (Single Family)1		5.350			06/01/2030		11/02/2009	A		85,022
	20,000	WA HFC (Single Family)1		5.400			12/01/2024		11/02/2009	A		20,014
	28,300,000	WA Tobacco Settlement Authority (TASC)1		6.500			06/01/2026		07/03/2012	A		29,010,896
	2,210,000	WA Tobacco Settlement Authority (TASC)1		6.625			06/01/2032		06/01/2013	A		2,239,437
												94,471,225

F50 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

								Effective
Principal								Maturity
Amount			Coupon			Maturity		(Unaudited)*			Value
West Virginia—1.1%
$	25,000	Harrison County, WV (Monangahela Power Company)1		6.750	%		08/01/2024		11/02/2009	A	$	25,008
	275,000	Harrison County, WV (Monongahela Power Company)1		6.250			05/01/2023		11/02/2009	A		275,017
	20,650,000	Mason County, WV Pollution Control (Appalachian Power Company)1		6.050			12/01/2024		12/01/2011	A		20,953,142
	20,000	Pleasants County, WV Pollution Control (Monongahela Power Company)1		5.500			04/01/2029		04/01/2029			19,695
	25,000	Pleasants County, WV Pollution Control (Potomac Edison Company)1		5.500			04/01/2029		04/01/2029			24,618
	25,000	Pleasants County, WV Pollution Control (West Penn Power Company)1		5.500			04/01/2029		04/01/2029			24,618
	1,790,000	WV Hsg. Devel. Fund1		5.250			11/01/2018		05/01/2010	A		1,818,515
	30,000	WV Hsg. Devel. Fund1		5.300			11/01/2023		04/15/2010	A		30,107
	50,000	WV Water Devel. Authority1		5.625			07/01/2030		07/01/2012	A		50,691
												23,221,411
Wisconsin—0.8%
	215,000	Janesville, WI Industrial Devel. (Paramount Communications)1		7.000			10/15/2017		10/05/2009	A		215,221
	50,000	Kenosha, WI Hsg. Authority Multifamily Hsg. (Glaser Financial Group)1		6.000			11/20/2041		05/20/2010	B		50,080
	240,000	Madison, WI Industrial Devel. (Madison Gas & Electric Company)1		5.875			10/01/2034		04/01/2012	A		244,685
	100,000	Madison, WI Parking System5		5.600			02/01/2012		11/02/2009	A		100,261
	40,000	Milwaukee County, WI Airport1		5.750			12/01/2025		12/01/2010	A		40,506
	30,000	Milwaukee, WI Redevel. Authority (City Hall Square)1		6.300			08/01/2038		02/01/2010	A		30,102
	25,000	Oak Creek, WI Hsg. Authority (Wood Creek)		5.139	2		01/20/2010		01/20/2010			24,654
	20,000	WI GO1		5.000			05/01/2012		11/02/2009	A		20,044
	25,000	WI GO1		5.300			11/01/2016		11/01/2009	A		25,061
	25,000	WI H&EFA (AHC/SLMC/HMH/ AMCS Obligated Group)1		5.750			08/15/2016		11/02/2009	A		25,019
	10,650,000	WI H&EFA (Aurora Health Care/ Aurora Medical Group/ Aurora Health Care Metro Obligated Group)1		6.500			04/15/2033		04/15/2013	A		10,995,060
	3,500,000	WI H&EFA (Marshfield Clinic)1		5.625			02/15/2017		11/02/2009	A		3,501,785
	85,000	WI H&EFA (Marshfield Clinic)1		5.750			02/15/2027		11/02/2009	A		85,009
	200,000	WI H&EFA (Marshfield Clinic)1		6.250			02/15/2018		02/15/2011	A		202,832
	430,000	WI H&EFA (Medical College of Wisconsin)1		5.500			12/01/2026		11/02/2009	A		430,284
	525,000	WI H&EFA (Waukesha Memorial Hospital)1		5.250			08/15/2019		11/02/2009	A		525,278
	550,000	WI H&EFA (Wheaton Franciscan Services)1		5.750			08/15/2022		08/01/2010	A		549,978

F51 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

								Effective
Principal								Maturity*
Amount			Coupon			Maturity		(Unaudited)			Value
Wisconsin Continued
$	135,000	WI Hsg. & EDA1		5.750	%		03/01/2010		03/01/2010		$	135,851
	125,000	WI Hsg. & EDA (Home Ownership), Series C1		6.000			09/01/2036		08/03/2010	A		129,691
	10,000	WI Hsg. & EDA, Series B1		5.300			11/01/2018		11/02/2009	A		10,006
												17,341,407
Wyoming—0.0%
	445,000	Lincoln County, WY Pollution Control (PacifiCorp)1		5.625			11/01/2021		11/02/2009	A		445,378
	85,000	WY Community Devel. Authority1		5.600			06/01/2035		06/01/2018	A		87,320
												532,698
Total Municipal Bonds and Notes (Cost $2,290,683,332)												2,257,747,512
Corporate Bonds and Notes—0.0%
	15,199	Delta Air Lines, Inc., Sr. Unsec. Nts.1 (Cost $15,048)		8.000			12/01/2015		—			7,587

Shares
Common Stocks—0.0%
	114	Delta Air Lines, Inc.7 (Cost $671)		1,021
Total Investments, at Value (Cost $2,290,699,051)—106.5%				2,257,756,120
Liabilities in Excess of Other Assets—(6.5)				(137,737,754	)
Net Assets—100.0%			$	2,120,018,366

Footnotes to Statement of Investments

*	Call Date, Put Date or Average Life of Sinking Fund, if applicable, as detailed.
A.	Optional call date; corresponds to the most conservative yield calculation.
B.	Average life due to mandatory, or expected, sinking fund principal payments prior to maturity.
D.	Date of mandatory put.
1.	All or a portion of the security has been segregated for collateral to cover borrowings. See Note 6 of accompanying Notes.
2.	Zero coupon bond reflects effective yield on the date of purchase.
3.	Security represents the underlying municipal bond on an inverse floating rate security. The bond was purchased by the Fund and subsequently segregated and transferred to a trust. See Note 1 of accompanying Notes.
4.	Denotes a step bond: a zero coupon bond that converts to a fixed or variable interest rate at a designated future date.
5.	Illiquid security. The aggregate value of illiquid securities as of September 30, 2009 was $4,191,785, which represents 0.20% of the Fund’s net assets. See Note 5 of accompanying Notes.
6.	Issue is in default. See Note 1 of accompanying Notes.
7.	Non-income producing security.
8.	Represents the current interest rate for a variable or increasing rate security.

F52 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

Valuation Inputs

Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1)	Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
2)	Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)
3)	Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of September 30, 2009 based on valuation input level:

					Level 3—
	Level 1—		Level 2—		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value
Assets Table
Investments, at Value:
Municipal Bonds and Notes
Alabama	$	—	$	39,300,744	$	—	$	39,300,744
Alaska		—		28,600,498		—		28,600,498
Arizona		—		75,852,961		—		75,852,961
Arkansas		—		7,832,205		—		7,832,205
California		—		135,574,230		—		135,574,230
Colorado		—		17,658,210		—		17,658,210
Connecticut		—		10,996,042		—		10,996,042
Delaware		—		955,163		—		955,163
District of Columbia		—		30,710,682		—		30,710,682
Florida		—		180,410,315		—		180,410,315
Georgia		—		74,807,345		—		74,807,345
Hawaii		—		27,698,361		—		27,698,361
Idaho		—		3,913,216		—		3,913,216
Illinois		—		175,864,697		—		175,864,697
Indiana		—		7,385,843		—		7,385,843
Iowa		—		980,868		—		980,868
Kansas		—		53,726,077		—		53,726,077
Kentucky		—		30,698,358		—		30,698,358
Louisiana		—		102,983,624		—		102,983,624
Maine		—		7,637,218		—		7,637,218
Maryland		—		6,277,200		—		6,277,200
Massachusetts		—		60,176,091		11,798,505		71,974,596
Michigan		—		28,408,038		—		28,408,038
Minnesota		—		67,394,443		—		67,394,443
Mississippi		—		8,414,825		—		8,414,825
Missouri		—		14,585,529		—		14,585,529
Montana		—		9,526,860		—		9,526,860
Multi States		—		22,373,800		—		22,373,800
Nebraska		—		4,816,307		—		4,816,307
Nevada		—		11,285,367		—		11,285,367
New Hampshire		—		78,882,419		—		78,882,419

F53 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

					Level 3—
	Level 1—		Level 2—		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value
New Jersey	$	—	$	56,310,065	$	—	$	56,310,065
New Mexico		—		24,826,156		—		24,826,156
New York		—		507,090		—		507,090
North Carolina		—		11,560,523		—		11,560,523
North Dakota		—		11,880,653		—		11,880,653
Ohio		—		171,221,869		—		171,221,869
Oklahoma		—		6,240,521		—		6,240,521
Oregon		—		3,821,594		—		3,821,594
Pennsylvania		—		61,768,057		—		61,768,057
Rhode Island		—		59,445,202		—		59,445,202
South Carolina		—		23,509,630		—		23,509,630
South Dakota		—		27,747,346		—		27,747,346
Tennessee		—		12,596,984		—		12,596,984
Texas		—		195,901,227		8,417,487		204,318,714
U.S. Possessions		—		88,068,583		—		88,068,583
Utah		—		10,023,029		—		10,023,029
Vermont		—		251,949		—		251,949
Virginia		—		10,556,765		—		10,556,765
Washington		—		94,471,225		—		94,471,225
West Virginia		—		23,221,411		—		23,221,411
Wisconsin		—		17,341,407		—		17,341,407
Wyoming		—		532,698		—		532,698
Corporate Bonds and Notes		—		7,587		—		7,587
Common Stocks		1,021		—		—		1,021
Total Assets	$	1,021	$	2,237,539,107	$	20,215,992	$	2,257,756,120

Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

The following is a reconciliation of assets in which significant unobservable inputs (level 3) were used in determining fair value:

	Value as of		Change in			Transfers in		Value as of
	September 30,		unrealized			and/or out		September 30,
	2008		depreciation			of Level 3		2009
Investments in Securities
Municipal Bonds and Notes
Massachusetts	$	15,642,660	$	(3,894,155	)	$	50,000	$	11,798,505
Texas		17,042,510		(8,625,023	)		—		8,417,487
Total Assets	$	32,685,170	$	(12,519,178	)	$	50,000	$	20,215,992

See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation techniques, if any, during the reporting period.

F54 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

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

ABAG	Association of Bay Area Governments
ACTS	Adult Communities Total Services
AHC	Aurora Health Center
AHF	American Housing Foundation
AMCS	Aurora Medical Center of Sheboygan County
AUS	Allegheny United Hospital
BCC	Bethesda Company Care, Inc.
BCG	Bethesda Care Givers
BHA	Bethesda Hospital Assoc.
BHC	Bethesda Home Care
BLMC	Bethesda Lutheran Medical Center
CC	Caritas Christi
CDA	Communities Devel. Authority
CH	Carney Hospital
CHHC	Community Health & Home Care
COP	Certificates of Participation
CSAHS	The Sisters of Charity of St. Augustine Health System
DKH	Day Kimball Hospital
DRH	D.R. Hospital
DRIVERS	Derivative Inverse Tax Exempt Receipts
EDA	Economic Devel. Authority
EDC	Economic Devel. Corp.
EDFA	Economic Devel. Finance Authority
EF&CD	Environmental Facilities and Community Devel.
FHA	Federal Housing Agency/Authority
FNMA	Federal National Mortgage Assoc.
FSCCHM	Franciscan Sisters of Christian Charity Healthcare Ministry.
GNMA	Government National Mortgage Assoc.
GO	General Obligation
H&EFA	Health and Educational Facilities Authority
H&HEFA	Hospitals and Higher Education Facilities Authority
HDC	Housing Devel. Corp.
HE&HF	Higher Educational and Housing Facilities
HE&HFA	Higher Education and Health Facilities Authority
HEFA	Higher Education Facilities Authority
HESJH	HealthEast St. John’s Hospital
HFA	Housing Finance Agency
HFC	Housing Finance Corp.
HFDC	Health Facilities Devel. Corp.
HFH	Holy Family Hospital
HMH	Hartford Memorial Hospital
HNE	Healthnet of New England
HSJH	HealthEast St. Joseph’s Hospital
HUHS	Hahnemann University Hospital System
IDA	Industrial Devel. Agency
IDC	Industrial Devel. Corp.
IHC	Intermountain Health Care
ITEMECF	Industrial, Tourist, Educational, Medical and Environmental Community Facilities
JFK	John Fitzgerald Kennedy
JHF	Jewish Hospital Foundation
JHHS	Jewish Hospital Healthcare Services
JHP	JH Properties
MCP	Medical College Of Pennsylvania
MHF	Miriam Hospital Foundation
NH	Northgate Housing
NSU	Northeastern State University
NYC	New York City
OHP	Oakwood Health Promotions
OHS	Oakwood Healthcare System
OUH	Oakwood United Hospitals
PP	Professionals PRN, Inc.
RIH	Rhode Island Hospital
RIHF	Rhode Island Hospital Foundation
Res Rec	Resource Recovery Facility
ROLS	Residual Option Longs
SEAM	Sociedad Espanola de Auxilio Mutuo
SEMCB	St. Elizabeth’s Medical Center of Boston
SLMC	St. Luke’s Medical Center
SSNH	Sunny Slope Nursing Home
TASC	Tobacco Settlement Asset-Backed Bonds
TMH	The Miriam Hospital
UHHS	University Hospitals Health System
V.I.	United States Virgin Islands
VRHS	Valley Regional Health System

See accompanying Notes to Financial Statements.

F55 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF ASSETS AND LIABILITIES September 30,2009

Assets
Investments, at value (cost $2,290,699,051)—see accompanying statement of investments	$	2,257,756,120
Cash		1,234,230
Receivables and other assets:
Interest		39,248,005
Shares of beneficial interest sold		16,923,876
Investments sold		3,028,045
Other		170,030
Total assets		2,318,360,306
Liabilities
Payables and other liabilities:
Payable for short-term floating rate notes issued (See Note 1)		92,755,000
Payable on borrowings (See Note 6)		81,000,000
Investments purchased		16,055,043
Shares of beneficial interest redeemed		4,990,220
Dividends		1,841,367
Distribution and service plan fees		1,233,197
Transfer and shareholder servicing agent fees		108,961
Shareholder communications		64,689
Interest expense on borrowings		23,625
Trustees’ compensation		16,535
Other		253,303
Total liabilities		198,341,940
Net Assets	$	2,120,018,366
Composition of Net Assets
Par value of shares of beneficial interest	$	145,822
Additional paid-in capital		2,198,342,395
Accumulated net investment income		17,999,401
Accumulated net realized loss on investments		(63,526,321	)
Net unrealized depreciation on investments		(32,942,931	)
Net Assets	$	2,120,018,366

F56 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,475,689,241 and 101,398,138 shares of beneficial interest outstanding)	$	14.55
Maximum offering price per share (net asset value plus sales charge of 3.50% of offering price)	$	15.08
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $44,363,716 and 3,050,993 shares of beneficial interest outstanding)	$	14.54
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $599,965,409 and 41,372,607 shares of beneficial interest outstanding)	$	14.50

See accompanying Notes to Financial Statements.

F57 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF OPERATIONS For the Year Ended September 30, 2009

Investment Income
Interest	$	119,646,187
Expenses
Management fees		7,336,044
Distribution and service plan fees:
Class A		3,058,436
Class B		461,486
Class C		4,953,271
Transfer and shareholder servicing agent fees:
Class A		744,011
Class B		60,959
Class C		321,053
Shareholder communications:
Class A		74,391
Class B		6,457
Class C		42,773
Borrowing fees		3,910,566
Interest expense and fees on short-term floating rate notes issued (See Note 1)		2,751,331
Interest expense on borrowings		588,835
Custodian fees and expenses		42,168
Trustees’ compensation		40,393
Accounting service fees		12,000
Other		387,595
Total expenses		24,791,769
Less reduction to custodian expenses		(4,657	)
Less waivers and reimbursements of expenses		(568,494	)
Net expenses		24,218,618
Net Investment Income		95,427,569
Realized and Unrealized Gain (Loss)
Net realized loss on investments		(38,766,374	)
Net change in unrealized depreciation on investments		101,094,242
Net Increase in Net Assets Resulting from Operations	$	157,755,437

See accompanying Notes to Financial Statements.

F58 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended September 30,	2009			2008
Operations
Net investment income	$	95,427,569		$	87,109,232
Net realized loss		(38,766,374	)		(20,970,788	)
Net change in unrealized depreciation		101,094,242			(162,519,351	)
Net increase (decrease) in net assets resulting from operations		157,755,437			(96,380,907	)
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(64,327,752	)		(57,878,033	)
Class B		(2,032,025	)		(2,572,886	)
Class C		(22,183,370	)		(20,434,406	)
		(88,543,147	)		(80,885,325	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		172,750,832			133,959,851
Class B		(14,158,917	)		(11,907,871	)
Class C		70,546,324			31,114,192
		229,138,239			153,166,172
Net Assets
Total increase (decrease)		298,350,529			(24,100,060	)
Beginning of period		1,821,667,837			1,845,767,897
End of period (including accumulated net investment income of $17,999,401 and $9,766,317, respectively)	$	2,120,018,366		$	1,821,667,837

See accompanying Notes to Financial Statements.

F59 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

STATEMENT OF CASH FLOWS September 30, 2009

Cash Flows from Operating Activities
Net increase in net assets from operations	$	157,755,437
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchase of investment securities		(416,650,268	)
Proceeds from disposition of investment securities		393,517,307
Short-term investment securities, net		(227,913,758	)
Premium amortization		7,021,093
Discount accretion		(8,128,229	)
Net realized loss on investments		38,766,374
Net change in unrealized depreciation on investments		(101,094,242	)
Increase in interest receivable		(4,213,717	)
Decrease in receivable for securities sold		45,102,998
Increase in other assets		(7,366	)
Decrease in payable for securities purchased		(56,866,490	)
Increase in payable for accrued expenses		67,812
Net cash used in operating activities		(172,643,049	)
Cash Flows from Financing Activities
Proceeds from bank borrowings		865,400,000
Payments on bank borrowings		(818,700,000	)
Payments on short-term floating rate notes issued		(725,000	)
Proceeds from shares sold		847,917,699
Payments on shares redeemed		(694,112,891	)
Cash distributions paid		(28,593,378	)
Net cash provided by financing activities		171,186,430
Net decrease in cash		(1,456,619	)
Cash, beginning balance		2,690,849
Cash, ending balance	$	1,234,230

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of reinvestment of dividends and distributions of $59,528,387.

Cash paid for interest on bank borrowings—$678,738.

Cash paid for interest on short-term floating rate notes issued—$2,751,331.

See accompanying Notes to Financial Statements.

F60 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

FINANCIAL HIGHLIGHTS

Class A     Year Ended September 30,	2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	14.11		$	15.53		$	15.91		$	15.85		$	15.18
Income (loss) from investment operations:
Net investment income1		.76			.74			.69			.68			.69
Net realized and unrealized gain (loss)		.38			(1.47	)		(.39	)		.05			.68
Total from investment operations		1.14			(.73	)		.30			.73			1.37
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.70	)		(.69	)		(.68	)		(.67	)		(.70	)
Net asset value, end of period	$	14.55		$	14.11		$	15.53		$	15.91		$	15.85
Total Return, at Net Asset Value2		8.64	%		(4.86	)%		1.88	%		4.70	%		9.17	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,475,689		$	1,252,931		$	1,239,709		$	1,259,280		$	943,010
Average net assets (in thousands)	$	1,234,400		$	1,259,577		$	1,272,585		$	1,122,551		$	691,251
Ratios to average net assets:3
Net investment income		5.60	%		4.93	%		4.36	%		4.34	%		4.41	%
Expenses excluding interest and fees from short-term floating rate notes issued		1.01	%		0.93	%		0.90	%		0.89	%		0.93	%
Interest and fees from short-term floating rate notes issued4		0.15	%		0.22	%		0.28	%		0.25	%		0.16	%
Total expenses		1.16	%		1.15	%		1.18	%		1.14	%		1.09	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.13	%		1.14	%		1.18	%		1.14	%		1.08	%
Portfolio turnover rate		28	%		49	%		16	%		19	%		20	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Interest and fee expense relates to the Fund’s liability for short-term floating rate notes issued in conjunction with inverse floating rate security transactions.

See accompanying Notes to Financial Statements.

F61 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

FINANCIAL HIGHLIGHTS Continued

Class B     Year Ended September 30,	2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	14.10		$	15.51		$	15.90		$	15.84		$	15.17
Income (loss) from investment operations:
Net investment income1		.64			.62			.57			.56			.58
Net realized and unrealized gain (loss)		.39			(1.46	)		(.41	)		.04			.67
Total from investment operations		1.03			(.84	)		.16			.60			1.25
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.59	)		(.57	)		(.55	)		(.54	)		(.58	)
Net asset value, end of period	$	14.54		$	14.10		$	15.51		$	15.90		$	15.84
Total Return, at Net Asset Value2		7.75	%		(5.56	)%		1.03	%		3.90	%		8.34	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	44,364		$	58,024		$	76,085		$	95,056		$	105,404
Average net assets (in thousands)	$	46,208		$	67,746		$	85,328		$	101,464		$	101,504
Ratios to average net assets:3
Net investment income		4.78	%		4.14	%		3.59	%		3.59	%		3.70	%
Expenses excluding interest and fees from short-term floating rate notes issued		1.84	%		1.73	%		1.68	%		1.67	%		1.69	%
Interest and fees from short-term floating rate notes issued4		0.15	%		0.22	%		0.28	%		0.25	%		0.16	%
Total expenses		1.99	%		1.95	%		1.96	%		1.92	%		1.85	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.96	%		1.94	%		1.96	%		1.92	%		1.85	%
Portfolio turnover rate		28	%		49	%		16	%		19	%		20	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Interest and fee expense relates to the Fund’s liability for short-term floating rate notes issued in conjunction with inverse floating rate security transactions.

See accompanying Notes to Financial Statements.

F62 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

Class C     Year Ended September 30,	2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	14.06		$	15.48		$	15.86		$	15.81		$	15.14
Income (loss) from investment operations:
Net investment income1		.65			.63			.57			.57			.57
Net realized and unrealized gain (loss)		.39			(1.47	)		(.39	)		.03			.68
Total from investment operations		1.04			(.84	)		.18			.60			1.25
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.60	)		(.58	)		(.56	)		(.55	)		(.58	)
Net asset value, end of period	$	14.50		$	14.06		$	15.48		$	15.86		$	15.81
Total Return, at Net Asset Value2		7.85	%		(5.60	)%		1.13	%		3.87	%		8.38	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	599,965		$	510,713		$	529,974		$	566,254		$	522,684
Average net assets (in thousands)	$	496,015		$	529,924		$	551,823		$	557,832		$	406,498
Ratios to average net assets:3
Net investment income		4.84	%		4.18	%		3.62	%		3.60	%		3.68	%
Expenses excluding interest and fees from short-term floating rate notes issued		1.77	%		1.69	%		1.65	%		1.64	%		1.66	%
Interest and fees from short-term floating rate notes issued4		0.15	%		0.22	%		0.28	%		0.25	%		0.16	%
Total expenses		1.92	%		1.91	%		1.93	%		1.89	%		1.82	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.89	%		1.90	%		1.93	%		1.89	%		1.82	%
Portfolio turnover rate		28	%		49	%		16	%		19	%		20	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Interest and fee expense relates to the Fund’s liability for short-term floating rate notes issued in conjunction with inverse floating rate security transactions.

See accompanying Notes to Financial Statements.

F63 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Limited Term Municipal Fund (the “Fund”) is a separate series of Oppenheimer Municipal Fund, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek a high level of current income exempt from federal income tax. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

     The Fund offers Class A, Class B and Class C shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B and Class C shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B and C have separate distribution and/or service plans. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

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

Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.

     Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.

     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ^® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s

F64 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.

     Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

     Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities, collateralized mortgage obligations and other asset-backed securities are valued at the mean between the “bid” and “asked” prices.

     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.

     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

     There have been no significant changes to the fair valuation methodologies during the period.

Inverse Floating Rate Securities. The Fund invests in inverse floating rate securities that pay interest at a rate that varies inversely with short-term interest rates. Certain of these securities may be leveraged, whereby the interest rate varies inversely at a multiple of the change in short-term rates. As interest rates rise, inverse floaters produce less current income. The price of such securities is more volatile than comparable fixed rate securities. The Fund may expose up to 20% of its total assets to the effects of leverage from its investments in inverse floaters. The Fund’s exposure to the effects of leverage from its investments in inverse floaters amount to $92,755,000 as of September 30, 2009, which represents 4% of the Fund’s total assets.

F65 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

     Certain inverse floating rate securities are created when the Fund purchases and subsequently transfers a municipal bond security (the “municipal bond”) to a broker dealer. The municipal bond is typically a fixed rate security. The broker dealer (the “sponsor”) creates a trust (the “Trust”) and deposits the municipal bond. The Trust issues short-term floating rate notes available to third parties and a residual interest in the municipal bond (referred to as an “inverse floating rate security”) to the Fund. The terms of these inverse floating rate securities grant the Fund the right to require that the Trust issuing the inverse floating rate security compel a tender of the short-term floating rate notes to facilitate the Fund’s repurchase of the underlying municipal bond. Following such a request, the Fund pays the sponsor the principal amount due to the holders of the short-term floating rate notes issued by the Trust and exchanges the inverse floating rate security for the underlying municipal bond. These transactions are considered secured borrowings for financial reporting purposes. As a result of such accounting treatments, the Fund includes the municipal bond position on its Statement of Investments (but does not separately include the inverse floating rate securities received). The Fund also includes the value of the municipal bond and a payable amount equal to the short-term floating rate notes issued by the Trust on its Statement of Assets and Liabilities. The interest rates on these short-term floating rate notes reset periodically, usually weekly. The holders of these short-term floating rate notes have the option to tender their investment, to the sponsor or the Trust’s liquidity provider, for redemption at par at each reset date. Income from the municipal bond position and the interest expense on the payable for the short-term floating rate notes issued by the Trust are recorded on the Fund’s Statement of Operations. At September 30, 2009, municipal bond holdings with a value of $146,415,980 shown on the Fund’s Statement of Investments are held by such Trusts and serve as collateral for the $92,755,000 in short-term floating rate notes issued and outstanding at that date.

     The Fund’s investments in inverse floaters involve certain risks. The market value of an inverse floating rate security can be more volatile than that of a conventional fixed-rate bond having similar credit quality, maturity and redemption provisions. Typically, an inverse floating rate security tends to underperform fixed rate bonds when long-term interest rates are rising but tends to outperform fixed rate bonds when long-term interest rates are stable or falling. An inverse floating rate security entails a degree of leverage because the trust issues short-term securities in a ratio to the inverse floating rate security with the underlying long-term bond providing collateral for the obligation to pay the principal value of the short-term securities if and when they are tendered. If the Fund has created the inverse floater by depositing a long-term bond into a trust, it may be required to provide additional collateral for the short-term securities if the value of the underlying bond deposited in the trust falls.

F66 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

At September 30, 2009, the Fund’s residual exposure to these types of inverse floating rate securities were as follows:

Principal			Coupon			Maturity
Amount		Inverse Floater1	Rate2			Date		Value
$	12,035,000	AZ Health Facilities Authority ROLs3		15.309	%		1/1/30	$	13,665,141
	8,555,000	FL HFC ROLs3		10.397			1/1/37		8,777,002
	7,425,000	GA George L. Smith II World Congress Center Authority ROLs3		14.165			7/1/20		7,800,854
	4,710,000	RI Student Loan Authority ROLs		21.618			12/1/23		4,926,283
	7,415,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.) DRIVERS		10.780			12/1/38		8,016,208
	3,960,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.) DRIVERS		15.906			6/1/39		4,497,451
	2,000,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.) ROLs		17.721			12/1/38		2,223,120
	1,560,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.) ROLs3		18.877			6/1/38		1,720,774
	1,745,000	Sedgwick & Shawnee Counties, KS Hsg. (Single Family Mtg.) ROLs3		17.716			12/1/38		2,034,147
								$	53,660,980

1.	For a list of abbreviations used in the Inverse Floater table see the Portfolio Abbreviations table on page F55 of the Statement of Investments.
2.	Represents the current interest rate for a variable rate bond known as an “inverse floater.”
3.	Security is subject to a shortfall and forbearance agreement.

The Fund enters into shortfall and forbearance agreements with the sponsors of certain inverse floaters held by the Fund. These agreements commit the Fund to reimburse the sponsor of the inverse floater, in certain circumstances, for the amount of the difference between the liquidation value of the underlying security (which is the basis of the inverse floater) and the principal amount due to the holders of the short-term floating rate notes issued by the Trust in conjunction with the inverse floating rate security. Under the standard terms of an inverse floating rate security, absent such a shortfall and forbearance agreement, the Fund would not be required to make such a reimbursement. The Manager monitors the Fund’s potential exposure with respect to these agreements on a daily basis and intends to take action to terminate the Fund’s investment in such inverse floating rate securities, if it deems it appropriate to do so. As of September 30, 2009, in addition to the exposure detailed in the preceding table, the Fund’s maximum exposure under such agreements is estimated at $57,320,000.

Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities in default, and is not obligated to dispose of securities whose issuers subsequently default. Information concerning securities in default as of September 30, 2009 is as follows:

Cost	$	10,399,799
Market Value	$	5,546,781
Market Value as a % of Net Assets		0.26	%

F67 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends.

The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes.

					Net Unrealized
					Depreciation Based
					on Cost of Securities
Undistributed	Undistributed				and Other Investments
Net Investment	Long-Term		Accumulated Loss		for Federal Income
Income	Gain		Carryforward1,2,3,4		Tax Purposes
$19,104,931	$	—	$	60,542,562	$	35,926,689

1. As of September 30, 2009, the Fund had $35,729,058 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of September 30, 2009, details of the capital loss carryforwards were as follows:

Expiring
2012	$	662,053
2015		70,040
2016		2,094,523
2017		32,902,442
Total	$	35,729,058

2.	As of September 30, 2009, the Fund had $24,813,504 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2018.
3.	During the fiscal year ended September 30, 2009, the Fund did not utilize any capital loss carryforward.
4.	During the fiscal year ended September 30, 2008, the Fund did not utilize any capital loss carryforward.

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

F68 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

Accordingly, the following amounts have been reclassified for September 30, 2009. Net assets of the Fund were unaffected by the reclassifications.

Increase to	Increase to
Accumulated	Accumulated Net
Net Investment	Realized Loss
Income	on Investments
$1,348,662	$	1,348,662

The tax character of distributions paid during the years ended September 30, 2009 and September 30, 2008 was as follows:

	Year Ended		Year Ended
	September 30, 2009		September 30, 2008
Distributions paid from:
Exempt-interest dividends	$	87,739,288	$	80,752,207
Ordinary income		803,859		133,118
Total	$	88,543,147	$	80,885,325

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of September 30, 2009 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

Federal tax cost of securities	$	2,198,591,584
Gross unrealized appreciation	$	69,911,303
Gross unrealized depreciation		(105,837,992	)
Net unrealized depreciation	$	(35,926,689	)

Trustees’ Compensation. The Board of Trustees has adopted a compensation deferral plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the compensation deferral plan.

F69 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income distributions, if any, are declared daily and paid monthly. Capital gain distributions, if any, are declared and paid annually.

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

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive earnings on cash balances maintained by the Fund, at a rate equal to the 1 Month LIBOR Rate plus 2.00%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

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

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

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

F70 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:

	Year Ended September 30, 2009						Year Ended September 30, 2008
	Shares			Amount			Shares			Amount
Class A
Sold		46,448,768		$	623,216,997			47,552,005		$	718,655,734
Dividends and/or distributions reinvested		3,386,721			45,600,005			2,719,208			40,874,240
Redeemed		(37,234,094	)		(496,066,170	)		(41,319,485	)		(625,570,123	)
Net increase		12,601,395		$	172,750,832			8,951,728		$	133,959,851
Class B
Sold		1,039,196		$	14,003,726			657,208		$	9,834,214
Dividends and/or distributions reinvested		96,787			1,296,086			108,002			1,625,197
Redeemed		(2,200,563	)		(29,458,729	)		(1,553,817	)		(23,367,282	)
Net decrease		(1,064,580	)	$	(14,158,917	)		(788,607	)	$	(11,907,871	)
Class C
Sold		16,449,333		$	221,365,601			13,081,024		$	196,909,202
Dividends and/or distributions reinvested		941,104			12,632,296			729,699			10,931,096
Redeemed		(12,334,779	)		(163,451,573	)		(11,737,339	)		(176,726,106	)
Net increase		5,055,658		$	70,546,324			2,073,384		$	31,114,192

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended September 30, 2009, were as follows:

	Purchases		Sales
Investment securities	$	416,650,268	$	393,517,307

4. Fees and Other Transactions with Affiliates

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

Fee Schedule
Up to $100 million	0.500	%
Next $150 million	0.450
Next $250 million	0.425
Over $500 million	0.400

F71 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

Accounting Service Fees. The Manager acts as the accounting agent for the Fund at an annual fee of $12,000, plus out-of-pocket costs and expenses reasonably incurred.

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended September 30, 2009, the Fund paid $1,103,723 to OFS for services to the Fund.

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class B and Class C Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B and Class C shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily net assets. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B or Class C plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans at calendar quarter ends. The Distributor’s aggregate uncompensated expenses under the Plans at September 30, 2009 were as follows:

Class C $ 12,368,417

Sales Charges. Front-end sales charges and contingent deferred sales charges (“CDSC”) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as

F72 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.

			Class A		Class B		Class C
	Class A		Contingent		Contingent		Contingent
	Front-End		Deferred		Deferred		Deferred
	Sales Charges		Sales Charges		Sales Charges		Sales Charges
	Retained by		Retained by		Retained by		Retained by
Year Ended	Distributor		Distributor		Distributor		Distributor
September 30, 2009	$	791,121	$	37,808	$	76,806	$	89,922

Waivers and Reimbursements of Expenses. Effective April 1, 2009, the Manager has agreed to voluntarily waive the advisory fee by 0.06% of the Funds average daily net assets through March 31, 2010. During the year ended September 30, 2009 the Manager waived $568,494. This voluntary waiver will be applied after all other waivers and/or reimbursements and may be withdrawn at any time.

     OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. This undertaking may be amended or withdrawn at any time.

5. Illiquid Securities

As of September 30, 2009, investments in securities included issues that are illiquid. Investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. The Fund will not invest more than 15% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Securities that are illiquid are marked with an applicable footnote on the Statement of Investments.

6. Borrowings

The Fund can borrow money from banks in amounts up to one third of its total assets (including the amount borrowed) less all liabilities and indebtedness other than borrowings. The Fund can use those borrowings for investment-related purposes such as purchasing portfolio securities. The Fund can also borrow for other purposes, such as to raise money to unwind or “collapse” trusts that issued “inverse floaters” to the Fund, or to contribute to such trusts to enable them to meet tenders of their short-term securities by the holders of those securities. The Fund also may borrow to meet redemption obligations or for temporary and emergency purposes. The purchase of securities with borrowed funds creates leverage in the Fund. The use of leverage will subject the Fund to greater costs than funds that do not borrow for leverage, and may also make the Fund’s share price more sensitive to interest changes. The interest on borrowed money is an expense that might reduce the Fund’s yield. Expenses incurred by the Fund with respect to interest on borrowings and commitment fees are disclosed separately or as other expenses on the Statement of Operations.

F73 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Borrowings Continued

     The Fund entered into a Revolving Credit and Security Agreement (the “Agreement”) with a conduit lender and a bank which enables it to participate with certain other Oppenheimer funds in a committed, secured borrowing facility that permits borrowings of up to $3.0 billion, collectively. To secure the loan, the Fund pledges investment securities in accordance with the terms of the Agreement. Interest is charged to the Fund, based on its borrowings, at current commercial paper issuance rates ( 0.3176% as of September 30, 2009). The Fund pays additional fees annually to its lender on its outstanding borrowings to manage and administer the facility and is allocated its pro-rata share of an annual commitment fee on the amount of the unused portion of the total facility size. Total fees and interest that are included in expenses on the Fund’s Statement of Operations related to its participation in the borrowing facility during the year ended September 30, 2009 equal 0.25% of the Fund’s average net assets on an annualized basis. The Fund has the right to prepay such loans and terminate its participation in the conduit loan facility at any time upon prior notice.

As of September 30, 2009, the Fund had borrowings outstanding at an interest rate of 0.3176%. Details of the borrowings for the year ended September 30, 2009 are as follows:

Average Daily Loan Balance	$	51,003,836
Average Daily Interest Rate		1.358	%
Fees Paid	$	3,882,358
Interest Paid	$	678,738

7. Subsequent Events Evaluation

The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through November 19, 2009, the date the financial statements were issued. This evaluation determined that there are no subsequent events that necessitated disclosures and/or adjustments.

8. Pending Litigation

During 2009, a number of lawsuits have been filed in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not against the Fund). The lawsuits naming the Defendant Funds also name certain officers, trustees and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits against the Defendant Funds raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.

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     A lawsuit has been brought in state court against the Manager, the Distributor and another subsidiary of the Manager (but not against the Fund), on behalf of the Oregon College Savings Plan Trust, and other lawsuits have been brought in state court against the Manager and that subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. All of these lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.

     Other lawsuits have been filed in 2008 and 2009 in various state and federal courts, by investors who made investments through an affiliate of the Manager, against the Manager and certain of its affiliates. Those lawsuits relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff ”) and allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

     The Manager believes that the lawsuits described above are without legal merit and intends to defend them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits vigorously on behalf of those Funds, their boards and the Trustees named in those suits. While it is premature to render any opinion as to the likelihood of an outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance or the Manager, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer Funds.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Municipal Fund:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal Fund), including the statement of investments, as of September 30, 2009, and the related statements of operations, changes in net assets and cash flows, and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The accompanying financial statements and financial highlights of Oppenheimer Limited Term Municipal Fund for the years ended prior to October 1, 2008 were audited by other auditors whose report dated November 18, 2008 expressed an unqualified opinion on those financial statements and financial highlights.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2009, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Limited Term Municipal Fund as of September 30, 2009, the results of its operations and its cash flows, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
November 19, 2009

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FEDERAL INCOME TAX INFORMATION Unaudited

In early 2009, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2008. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.

     None of the dividends paid by the Fund during the fiscal year ended September 30, 2009 are eligible for the corporate dividend-received deduction. 99.09% of the dividends were derived from interest on municipal bonds and are not subject to federal income taxes. To the extent a shareholder is subject to any state or local tax laws, some or all of the dividends received may be taxable.

     The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance.

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REPORT OF SHAREHOLDER MEETING Unaudited

On September 30, 2009 a special meeting of shareholders was held to vote on the following proposal that was approved.

The following is a report of the results from the meeting:

Proposal 1: The election of ten Trustees:

Nominee	For		Withheld		Total
Trustees
David K. Downes		114,926,459		2,817,344		117,743,803
Matthew P. Fink		114,891,234		2,852,569		117,743,803
Phillip A. Griffiths		114,760,837		2,982,966		117,743,803
Mary F. Miller		114,957,801		2,786,002		117,743,803
John V. Murphy		114,929,154		2,814,649		117,743,803
Joel W. Motley		114,890,796		2,853,007		117,743,803
Mary Ann Tynan		114,974,721		2,769,082		117,743,803
Joseph M. Wikler		114,964,190		2,779,613		117,743,803
Peter I. Wold		115,014,692		2,729,111		117,743,803
Brian F. Wruble		114,979,204		2,764,599		117,743,803

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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information, that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.

     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

27 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued

     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Daniel Loughran, Scott Cottier, Troy Willis, Mark DeMitry, Marcus Franz and Michael Camarella, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.

     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail front-end load and no-load short-intermediate municipal debt funds. The Board noted that the Fund’s one-year, three-year, five-year and ten-year performance was below its peer group median as of December 31, 2008. The Board considered the Manager’s assertion that illiquidity in the financial markets caused demand and prices for municipal securities to fall, affecting all issuers but particularly those favored by the Rochester team’s style of management. The Board also considered the Fund’s recent improved performance, noting that the Fund ranked in the 3rd percentile of its Lipper peer group for the four-month period ended April 30, 2009.

     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund, other short-intermediate municipal debt funds and intermediate municipal debt funds with comparable asset

28 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

levels and distribution features. The Board noted that the Fund’s actual management fees and total expenses were competitive with its peer group median. The Board also noted that effective April 1, 2009 through March 31, 2010, the Manager has agreed to voluntarily waive the advisory fee by 0.06% of the Fund’s average daily net assets. This voluntary waiver will be applied after all other waivers and/or reimbursements and may be withdrawn at any time.

     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.

     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.

     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2010. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.

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PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

     The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at http://www.sec.gov. Those forms may 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 1-800-SEC-0330.

Householding—Delivery of Shareholder Documents

This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus, or, if available, the fund’s summary prospectus, annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.

     Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus, or, if available, the summary prospectus, reports and privacy policy within 30 days of receiving your request to stop householding.

30 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Age	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT TRUSTEES1	The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.
Brian F. Wruble, Chairman of the Board of Trustees and Trustee (since 2009) Age: 66	Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Member of Zurich Financial Investment Management Advisory Council (insurance) (since 2004); Treasurer and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999- September 2004). Oversees 60 portfolios in the OppenheimerFunds complex.
David K. Downes, Trustee (since 2009) Age: 69	Independent Chairman GSK Employee Benefit Trust (since April 2006); Director of Correctnet (January 2006-2007); Trustee of Employee Trusts (since January 2006); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); Director of Internet Capital Group (information technology company) (since October 2003); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch & Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse & Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 60 portfolios in the OppenheimerFunds complex.
Matthew P. Fink, Trustee (since 2009) Age: 68	Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 60 portfolios in the OppenheimerFunds complex.

1. Oversight of the Fund by the Trustees listed herein is effective November 2nd, as per the results of a special meeting
of shareholders that was held on September 30, 2009

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TRUSTEES AND OFFICERS Unaudited / Continued

Name, Position(s) Held with the Fund, Length of Service, Age	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
Phillip A. Griffiths, Trustee (since 2009) Age: 70	Fellow of the Carnegie Corporation (since 2007); Distinguished Presidential Fellow for International Affairs (since 2002) and Member (since 1979) of the National Academy of Sciences; Council on Foreign Relations (since 2002); Director of GSI Lumonics Inc. (precision technology products company) (since 2001); Senior Advisor of The Andrew W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign Associate of Third World Academy of Sciences; Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). Oversees 60 portfolios in the OppenheimerFunds complex.
Mary F. Miller, Trustee (since 2009) Age: 66	Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 60 portfolios in the OppenheimerFunds complex.
Joel W. Motley, Trustee (since 2009) Age: 57	Managing Director of Public Capital Advisors, LLC (privately held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998- December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee of Historic Hudson Valley. Oversees 60 portfolios in the OppenheimerFunds complex.
Mary Ann Tynan, Trustee (since 2009) Age: 63	Vice Chair of Board of Trustees of Brigham and Women’s/Faulkner Hospital (non-profit hospital) (since 2000); Chair of Board of Directors of Faulkner Hospital (non-profit hospital) (since 1990); Member of Audit and Compliance Committee of Partners Health Care System (non-profit) (since 2004); Board of Trustees of Middlesex School (educational institution) (since 1994); Board of Directors of Idealswork, Inc. (financial services provider) (since 2003); Partner, Senior Vice President and Director of Regulatory Affairs of Wellington Management Company, LLP (global investment manager) (1976-2002); Vice President and Corporate Secretary, John Hancock Advisers, Inc. (mutual fund investment adviser) (1970-1976). Oversees 60 portfolios in the OppenheimerFunds complex.
Joseph M. Wikler, Trustee (since 2009) Age: 68	Director of C-TASC (bio-statistics services (since 2007); Director of the following medical device companies: Medintec (since 1992) and Cathco (since 1996); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Lakes Environmental Association (environmental protection organization) (1996-2008); Director of Fortis/Hartford mutual funds (1994- December 2001). Oversees 60 portfolios in the OppenheimerFunds complex.
Peter I. Wold, Trustee (since 2009) Age: 61	Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (since 2004); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 60 portfolios in the OppenheimerFunds complex.

32 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

Name, Position(s) Held with the Fund, Length of Service, Age	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
INTERESTED TRUSTEE	The address of Mr. Reynolds is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Mr. Reynolds serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Reynolds is an “Interested Trustee” because of a potential consulting relationship between RSR Partners, which Mr. Reynolds may be deemed to control, and the Manager.
Russell S. Reynolds, Jr., Trustee (since 2009) Age: 77	Chairman of RSR Partners (formerly “The Directorship Search Group, Inc.”) (corporate governance consulting and executive recruiting) (since 1993); Retired CEO of Russell Reynolds Associates (executive recruiting) (October 1969-March 1993); Life Trustee of International House (non-profit educational organization); Former Trustee of The Historical Society of the Town of Greenwich; Former Director of Greenwich Hospital Association. Oversees 60 portfolios in the OppenheimerFunds complex.
INTERESTED TRUSTEE AND OFFICER	The address of Mr. Murphy is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Murphy serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Murphy is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
John V. Murphy, Trustee, President and Principal Executive Officer (since 2001) Age: 60	Chairman and Director of the Manager (since June 2001); Chief Executive Officer of the Manager (June 2001-December 2008); President of the Manager (September 2000-February 2007); President and director or trustee of other Oppenheimer funds; President and Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) and of Oppenheimer Partnership Holdings, Inc. (holding company subsidiary of the Manager) (since July 2001); Director of OppenheimerFunds Distributor, Inc. (subsidiary of the Manager) (November 2001-December 2006); Chairman and Director of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager) (since July 2001); President and Director of OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since July 2001); Director of the following investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc., Centennial Asset Management Corporation and Trinity Investment Management Corporation (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 2001) and Director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive Vice President of Massachusetts Mutual Life Insurance Company (OAC’s parent company) (since February 1997); Director of DLB Acquisition Corporation (holding company parent of Babson Capital Management LLC) (since June 1995); Chairman (since October 2007) and Member of the Investment Company Institute’s Board of Governors (since October 2003). Oversees 98 portfolios in the OppenheimerFunds complex.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Mr. Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112- 3924 and for Messrs. Loughran, Cottier, Willis, Demitry, Camarella, and Stein, 350 Linden Oaks, Rochester, New York 14625. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

33 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Name, Position(s) Held with the Fund, Length of Service, Age	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
Daniel G. Loughran, Vice President and Senior Portfolio Manager (since 2005) Age: 45	Senior Vice President of the Manager (since August 2007); Vice President of the Manager (April 2001-July 2007) and a Portfolio Manager with the Manager (1999-2005). Team leader, a Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.
Scott S. Cottier, Vice President (since 2005) and Senior Portfolio Manager (since 2002) Age: 37	Vice President of the Manager (since September 2002). Portfolio Manager and trader at Victory Capital Management (1999-2002). Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.
Troy Willis, Vice President (since 2005) and Senior Portfolio Manager (since 2006) Age: 36	Vice President of the Manager (since July 2009); Assistant Vice President of the Manager (July 2005-July 2009). Portfolio Manager of the Manager (2002- 2005). Corporate Attorney for Southern Resource Group (1999-2003). Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.
Mark R. DeMitry Vice President (since 2009) and Senior Portfolio Manager (since 2009) Age: 33	Vice President of the Manager (since July 2009); Associate Portfolio Manager of the Fund (2006-2009). Research analyst of the Manager (June 2003-September 2006) and a credit analyst of the Manager (July 2001-May 2003). Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.
Michael L. Camarella Vice President (since 2009) and Associate Portfolio Manager (since 2008) Age: 33	Assistant Vice President of the Manager (since July 2009). Research analyst of the Manager (February 2006-April 2008) and a credit analyst of the Manager (June 2003-January 2006). Associate Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.
Richard Stein Vice President (since 2007) Age: 51	Director of the Rochester Credit Analysis team (since 2003) and a Vice President of the Manager (since 1997); headed Rochester’s Credit Analysis team (since 1993).
Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59	Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997- February 2004). An officer of 98 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 49	Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000- June 2003). An officer of 98 portfolios in the OppenheimerFunds complex.

34 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

Name, Position(s) Held with the Fund, Length of Service, Age

Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61

Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985- December 2003). An officer of 98 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.525.7048.

35 | OPPENHEIMER LIMITED TERM MUNICIPAL FUND

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the registrant has determined that George C. Bowen, the Chairman of the Board’s Audit Committee, is the audit committee financial expert and that Mr. Bowen is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements was KPMG in 2009 and D&T in 2008. KPMG billed $45,200 in fiscal 2009 and D&T billed $47,850 in fiscal 2008.

(b) Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed $211,540 in fiscal 2009 and $310,000 in fiscal 2008 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: internal control reviews, audit of capital accumulation plan and professional services relating to FAS 157.

(c) Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $7,426 in fiscal 2009 and no such fees in fiscal 2008.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees to the registrant during the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: Tax services for U.S.

(d) All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $2,632 for fiscal 2009 and $2,369 for fiscal 2008.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

(e)	(1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.
	The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.
	Under applicable laws, pre-approval of non-audit services maybe waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to it principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.
	(2) 100%
(f)	Not applicable as less than 50%.
(g)	The principal accountant for the audit of the registrant’s annual financial statements billed $221,598 in fiscal 2009 and $312,369 in fiscal 2008 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.
(h)	The registrant’s audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable.
b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

1. The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

2. The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.

3. The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

• the name, address, and business, educational, and/or other pertinent background of the person being recommended;

• a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

• any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

• the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.

	The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.
4.	Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”
5.	Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 09/30/2009, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded,

processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)	(1) Exhibit attached hereto.
	(2) Exhibits attached hereto.
	(3) Not applicable.
(b)	Exhibit attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer Municipal Fund

By:	/s/ John V. Murphy
	John V. Murphy
	Principal Executive Officer
Date:	11/10/2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ John V. Murphy
	John V. Murphy
	Principal Executive Officer
Date:	11/10/2009

By:	/s/ Brian W. Wixted
	Brian W. Wixted
	Principal Financial Officer
Date:	11/10/2009