CENTENNIAL GOVERNMENT TRUST /CO/, 497, 1998-11-06

CENTENNIAL GOVERNMENT TRUST /CO/
497, 1998-11-06

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Centennial
Money Market Trust

Prospectus dated October 30, 1998

Centennial Money Market Trust is a no-load "money market" mutual fund that seeks
the maximum current income that is consistent with low capital risk and the
maintenance of liquidity. The Trust seeks to achieve this objective by investing
in "money market" securities meeting specified quality, maturity and
diversification standards. Money Market Securities include U.S. Treasury bills,
commercial paper, bank certificates of deposit and other marketable short-term
debt instruments (issued by the U.S. Government or its agencies, or by
corporations or banks) maturing in or called for redemption in one year or less.
Shares of the Trust are sold at net asset value without a sales charge.

An investment in the Trust is neither insured nor guaranteed by the U.S.
Government. While the Trust seeks to maintain a stable net asset value of $1.00
per share, there can be no assurance that the Trust will be able to do so.

Shares of the Trust may be purchased directly from brokers or dealers
having sales agreements with the Trust's Distributor and also are offered to
participants in Automatic Purchase and Redemption Programs (the "Programs")
established by certain brokerage firms with which the Trust's Distributor has
entered into agreements for that purpose (See "How to Buy Shares" in the
Appendix). The information in this Prospectus should be read together with the
information in the Appendix which is part of this Prospectus. Program
participants should also read the description of the Program provided by their
broker.

This Prospectus explains concisely what you should know before investing
in the Trust. Please read this Prospectus carefully and keep it for future
reference. You can find more detailed information about the Trust in the October
30, 1998 Statement of Additional Information. For a free copy, call Shareholder
Services, Inc., the Trust's Transfer Agent, at 1-800-525-9310 or write to the
Transfer Agent at the address on the back cover. The Statement of Additional
Information has been filed with the Securities and Exchange Commission and is
incorporated into this Prospectus by reference (which means that it is legally
part of this Prospectus).

Shares of the Trust are not deposits or obligations of any bank, are not
guaranteed by any bank, are not insured by the F.D.I.C. or any other agency, and
involve investment risks, including the possible loss of the principal amount
invested.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

Contents

ABOUT THE TRUST
Expenses
Financial Highlights
Investment Objective and Policies
Other Investment Restrictions
Investment Risks
Performance of the Trust

APPENDIX
How the Trusts are Managed
How to Buy Shares
Purchases Through Automatic Purchase and Redemption
Programs

Direct Purchases
Payment by Check
Payment by Federal Funds Wire
Guaranteed Payment
Automatic Investment Plans
Service Plan
How to Sell Shares
Program Participants
Direct Shareholders
Regular Redemption Procedure
Expedited Redemption Procedure
Checkwriting
Telephone Redemptions
Automatic Withdrawal Plans
Distributions from Retirement Plans Holding Shares of
Government Trust and Money Market Trust

General Information on Redemptions
Exchanges of Shares
Retirement Plans
Dividends, Distributions and Taxes

<PAGE>

ABOUT THE TRUST

Expenses

The following table sets forth the fees that an investor in the Trust might pay
and the expenses paid by the Trust during its fiscal year ended June 30, 1998.

o Shareholder Transaction Expenses

Maximum Sales Charge on Purchases
(as a percentage of offering price) None
- --------------------------------------------------------
Maximum Sales Charge on Reinvested Dividends None
- --------------------------------------------------------
Redemption Fee None(1)
- --------------------------------------------------------
Exchange Fee None

(1) There is a $10 transaction fee for redemptions paid by Federal Funds wire,
but not for redemptions paid by check.

o Annual Trust Operating Expenses
(as a percentage of average net assets)

Management Fees (after waiver) 0.34%
- --------------------------------------------------------
12b-1 Plan Fees 0.20%
- --------------------------------------------------------
Other Expenses 0.12%
- --------------------------------------------------------
Total Trust Operating Expenses 0.66%
(after waiver)

The purpose of this table is to assist an investor in understanding the
various costs and expenses that an investor in the Trust will bear directly
(Shareholder Transaction Expenses) or indirectly (Annual Trust Operating
Expenses). "Other Expenses" includes such expenses as custodial and transfer
agent fees, audit and legal and other business operating expenses, but excludes
extraordinary expenses. The Annual Trust Operating Expenses are net of a
voluntary waiver by the Trust's investment manager, Centennial Asset Management
Corporation (the "Manager") which was in effect during a portion of the Trust's
fiscal year ended June 30, 1998. Without such waiver, "Management Fees" and
"Total Trust Operating Expenses" would have been 0.36% and 0.68% of average net
assets, respectively. On November 21, 1997, the Manager withdrew its voluntary
waiver and amended its Investment Advisory Agreement with the Trust. For further
details, see "How the Trusts are Managed - The Manager and It's Affiliates" and
"Fees and Expenses" in the Appendix to this Prospectus and the Trust's financial
statements included in the Statement of Additional Information.

o Example. To try to show the effect of these expenses on an investment
over time, we have created the hypothetical example shown below. Assume that you
make a $1,000 investment in shares of the Trust, and the Trust's annual return
is 5%, and that its operating expenses are the ones shown in the Annual Trust
Operating Expenses chart above. If you were to redeem your shares at the end of
each period shown below, your investment would incur the following expenses by
the end of each period shown.

1 year 3 years 5 years 10 years
------ ------- ------- --------
$7 $21 $37 $82

This example shows the effect of expenses on an investment in the Trust,
but is not meant to predict actual or expected costs or investment returns of
the Trust, all of which may be more or less than those shown.

Financial Highlights

The table on the following page presents selected financial information about
the Trust, including per share data and expense ratios and other data based on
the Trust's average net assets. The information for the five years ended June
30, 1998 has been audited by Deloitte & Touche LLP, independent auditors, whose
report on the financial statements of the Trust for the fiscal year ended June
30, 1998 is included in the Statement of Additional Information.

-3-
<PAGE>

Financial Highlights

Centennial Money Market Trust

<TABLE>
<CAPTION>
Year Ended June 30,
-----------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA
Net asset value, beginning of period .. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income from investment operations--
net investment income and net
realized gain ....................... .05 .05 .05 .05 .03 .03 .04 .07 .08 .08

Dividends and distributions to
shareholders ........................ (.05) (.05) (.05) (.05) (.03) (.03) (.04) (.07) (.08) (.08)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----

Net asset value, end of period ........ $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== =====

TOTAL RETURN(1) ....................... 5.16% 4.97% 5.07% 5.07% 2.82% 2.91% 4.73% 6.90% 8.11% 8.45%

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period
(in millions) ....................... $15,114 $9,063 $6,753 $4,812 $2,559 $1,991 $1,270 $539 $470 $333

Average net assets (in millions) ...... $12,617 $8,033 $6,077 $3,342 $2,346 $1,701 $821 $495 $422 $272

Ratios to average net assets:

Net investment income ............... 5.04% 4.86% 4.99% 5.01% 2.84% 2.82% 4.31% 6.66% 7.82% 8.24%

Expenses, before voluntary
assumption or reimbursement by
the Manager ....................... 0.68% 0.73% 0.74% 0.77% 0.81% 0.83% 0.81% 0.84% 0.84% 0.90%

Expenses, net of voluntary
assumption or reimbursement by
the Manager ....................... 0.66% 0.67% 0.69% 0.73% 0.76% 0.78% 0.69% N/A N/A N/A
</TABLE>

(1) Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns
reflect changes in net investment income only.

1-3

<PAGE>

Investment Objective and Policies

Objective. The Trust is a no-load "money market" fund. It is an open-end,
diversified management investment company organized as a Massachusetts business
trust in 1979. The Trust's investment objective is to seek maximum current
income that is consistent with low capital risk and the maintenance of
liquidity. The value of Trust shares is not insured or guaranteed by any
government agency. However, shares held in brokerage accounts would be eligible
for coverage by the Securities Investor Protection Corporation for losses
arising from the insolvency of the brokerage firm. The Trust's shares may be
purchased at their net asset value, which will remain fixed at $1.00 per share
except under extraordinary circumstances. See "Purchases, Redemption and Pricing
of Shares -Determination of Net Asset Value Per Share" in the Appendix to the
Statement of Additional Information for further information. There can be no
assurance, however, that the Trust's net asset value will not vary or that the
Trust will achieve its investment objective.

The Trust's Principal Investment Policies. In seeking its objective, the Trust
invests in short-term money market securities meeting quality standards
established for money market funds in Rule 2a-7 under the Investment Company Act
("Rule 2a-7"). These securities are "Eligible Securities" as defined in the
Statement of Additional Information.

o What Quality, Maturity and Diversification Standards Apply to the Trust's
Investments? The Trust may buy only those securities that meet the quality,
maturity and diversification standards set forth in Rule 2a-7 for money market
funds. For example, the Trust must maintain a dollar-weighted portfolio maturity
of no more than 90 days. Some of the Trust's investment restrictions (which are
fundamental policies that may be changed only by shareholder vote) are more
restrictive than these standards. As a matter of fundamental policy, the Trust
may not invest in any debt instrument having a maturity in excess of one year
from the date of the investment.

The Board of Trustees has adopted procedures to evaluate securities for
the Trust's portfolio and the Manager has the responsibility to implement those
procedures when selecting investments for the Trust. In general, those
procedures require that securities be payable in U.S. dollars and rated in one
of the two highest short-term rating categories of two national rating
organizations. In some cases, the Trust can buy securities rated by one rating
organization or unrated securities that the Manager judges to be comparable in
quality to the two highest rating categories. The procedures also limit the
amount of the Trust's assets that can be invested in the securities of any one
issuer (other than the U.S. government, its agencies and instrumentalities), to
spread the Trust's investment risks.

o What Types of Money Market Securities Does the Trust Invest In? The
following is a brief description of the types of money market securities the
Trust may invest in. Money market securities are high-quality, short-term debt
instruments that may be issued by the U.S. Government, corporations, banks or
other entities. They may have fixed, variable or floating interest rates. All of
the Trust's investments must meet the special maturity, quality and
diversification requirements set forth in Rule 2a-7. Investments meeting these
requirements are called "Eligible Securities". You can find more information
about them in the Statement of Additional Information. The following is a brief
description of the types of money market securities the Trust may invest in.

o U.S. Government Securities. The Trust may invest in obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, maturing
in twelve months or less from the date of purchase.

o Bank Obligations and Instruments Secured By Them. The Trust may invest in
U.S. dollar-denominated certificates of deposit, bankers' acceptances and other
bank obligations if they are obligations of: (1) any U.S. bank having total
assets at least equal to $1 billion or (2) any foreign bank, if such bank has
total assets at least equal to U.S. $1 billion. No more than 25% of the Trust's
assets will be invested in securities issued by foreign banks. That limitation
does not apply to securities issued by foreign branches of U.S. banks.

o Commercial Paper and Certain Debt Obligations. The Trust may invest in
commercial paper maturing in nine months or less from the date of purchase, or
in variable rate notes, variable rate master demand notes or master demand notes
(described in "Investment Objective and Policies" in the Statement of Additional
Information) that meet the requirements of Rule 2a-7. The Trust may also
purchase debt obligations which are Eligible Securities and that either mature
within twelve months from the date of purchase or have been called for
redemption by the issuer, with such redemption to be effective within one year.

o Other Obligations. The Trust may purchase obligations other than those
listed above if they are: (i) guaranteed as to principal and interest by the
U.S. Government or one of its agencies, or by a bank or corporation whose
certificates of deposit or commercial paper may otherwise be purchased by the
Trust (such guaranteed obligations must be due within twelve months or less from
the date of purchase), or (ii) subject to repurchase agreements calling for
delivery in twelve months or less.

o Board Approved Instruments. The Trust may invest in obligations, other
than those discussed above, approved by the Trust's Board of Trustees and which
are in accordance with the Trust's investment objective, policies and
restrictions.

Investment Strategies. To seek its objective, the Trust may also use the
investment techniques and strategies described below. These techniques involve
certain risks. The Statement of Additional Information contains more information
about some of these practices, including limitations on their use that are
designed to reduce some of the risks.

o Asset-Backed Securities. The Fund may invest in asset- backed
securities. These are fractional interests in pools of consumer loans and other
trade receivables. They are backed by a pool of assets, such as credit card or
auto loan receivables, which are the obligations of a number of different
parties. The income from the underlying pool is passed through to holders, such
as the Fund.

These securities are frequently supported by a credit enhancement, such as
a letter of credit a guarantee or a preference right. However, the credit
enhancement generally applies only to a fraction of the security's value. If the
issuer of the security has no security interest in the related collateral, there
is the risk that the Fund could lose money if the issuer defaults.

o Floating Rate/Variable Rate Notes. Some of the notes the Trust may
purchase may have variable or floating interest rates. Variable rates are
adjustable at stated periodic intervals of no more than one year. Floating rates
are automatically adjusted according to a specified market rate for such
investments, such as the prime rate of a bank, or the 90 day U.S. Treasury bill
rate. The Trust may purchase these obligations if they have a remaining maturity
of one year or less; if their maturity is greater than one year, they may be
purchased if the Trust is able to recover the principal amount of the underlying
security at specified intervals not exceeding one year and upon no more than 30
days' notice. Such obligations may be secured by bank letters of credit or other
credit support arrangements which guarantees payment. See "Investment Objective
and Policies - Floating Rate/Variable Rate Obligations" in the Statement of
Additional Information for more details.

o Illiquid and Restricted Securities. The Trust will not purchase or
otherwise acquire any security if, as a result, more than 10% of its net assets
would be invested in securities that are illiquid by virtue of the absence of a
readily available market or because of legal or contractual restrictions on
resale. This policy includes certificates of deposit of $100,000 or less of a
domestic bank (including commercial banks, savings banks and savings and loan
associations) having total assets of less than $1 billion, if such certificate
of deposit is fully insured as to principal by the Federal Deposit Insurance
Corporation. This policy does not limit purchases of: (i) restricted securities
eligible for resale to qualified institutional purchasers pursuant to Rule 144A
under the Securities Act of 1933 that are determined to be liquid by the Board
of Trustees or by the Manager under Board-approved guidelines, or (ii)
commercial paper that may be sold without registration under Section 3(a)(3) or
Section 4(2) of the Securities Act of 1933. Such guidelines take into account
trading activity for such securities and the availability of reliable pricing
information, among other factors. If there is a lack of trading interest in
particular Rule 144A securities, the Trust's holdings of those securities may be
illiquid. If due to changes in relative value, more than 10% of the value of the
Trust's net assets consist of illiquid securities, the Manager would consider
appropriate steps to protect the Trust's maximum flexibility. There may be
undesirable delays in selling illiquid securities at prices representing their
fair value. The Trust may invest up to 25% of its net assets in restricted
securities, subject to the above 10% limitation on illiquid securities. The
Manager monitors holding of illiquid securities on an ongoing basis and at times
the Trust may be required to sell some holdings to maintain adequate liquidity.
Illiquid securities include repurchase agreements maturing in more than seven
days.

o Repurchase Agreements. The Trust may acquire securities that are subject
to repurchase agreements in order to generate income while providing liquidity.
The Trust's repurchase agreements will be fully collateralized. If the vendor
fails to pay the agreed-upon repurchase price on the delivery date, the Trust's
risks may include any costs of disposing of the collateral, and any loss
resulting from any delay in foreclosing on the collateral. The Trust will not
enter into a repurchase agreement that will cause more than 10% of the Trust's
net assets at the time of purchase to be subject to repurchase agreements
maturing in more than seven days. There is no limit on the amount of the Trust's
net assets that may be subject to repurchase agreements maturing in seven days
or less. See "Investment Objective and Policies - Repurchase Agreements" in the
Statement of Additional Information for more details.

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

Other Investment Restrictions

Under some of the Trust's fundamental investment restrictions, which cannot be
changed without the approval of a majority of the Trust's outstanding voting
shares, the Trust cannot:

o invest more than 5% of the value of its total assets in the securities of
any one issuer (other than the U.S. Government or its agencies or
instrumentalities);

o purchase more than 10% of the outstanding non-voting securities or more
than 10% of the total debt securities of any one issuer;

o concentrate investments to the extent of 25% of its assets in any
industry; however, there is no limitation as to investment in obligations issued
by banks, savings and loan associations or the U.S. Government and its agencies
or instrumentalities;

o invest in any debt instrument having a maturity in excess of one year
from the date of the investment or, in the case of a debt instrument subject to
a repurchase agreement or called for redemption, having a repurchase or
redemption date more than one year from the date of the investment;

o borrow money except as a temporary measure for extraordinary or
emergency purposes, and then only up to 10% of the market value of the Trust's
assets; the Trust will not make any investment when such borrowing exceeds 5% of
the value of its assets; no assets of the Trust may be pledged, mortgaged or
assigned to secure a debt;

o invest more than 5% of the value of its total assets in securities of
companies that have operated less than three years, including the operations of
predecessors; or

o make loans, except the Trust may: (i) purchase debt securities, (ii)
purchase debt securities subject to repurchase agreements, or (iii) lend its
securities as described in the Statement of Additional Information.

Unless the Prospectus states that a percentage restriction applies
continuously, it applies only at the time the Trust makes an investment, and the
Trust need not sell securities to meet the percentage limits if the value of the
investment increases in proportion to the size of the Trust. Additional
investment restrictions are contained in "Other Investment Restrictions" in the
Statement of Additional Information.

Investment Risks

All investments carry risks to some degree. Funds that invest in debt
obligations for income may be subject to credit risks and interest rate risks.
However, the Trust is a money market fund that seeks income by investing in
short-term debt securities that must meet strict standards set by its Board of
Trustees following special rules for money market funds under federal law. These
include requirements for maintaining high credit quality in the Trust's
portfolio, a short average portfolio maturity to reduce the effects of changes
in interest rates on the value of the Trust's securities and diversifying the
Trust's investment among issuers to reduce the effects of a default by any one
issuer on the value of the Trust's shares. Even so, there is a risk that the
Trust's shares could fall below $1.00 per share.

Year 2000 Risks. Because many computer software systems in use today cannot
distinguish the year 2000 from the year 1900, markets for securities in which
the Trust invests could be detrimentally affected by computer failures beginning
January 1, 2000. Failure of computer systems used for securities trading could
result in settlement and liquidity problems for the Trust and other investors.
That failure could have a negative impact on handling securities trades, pricing
and accounting services. Data processing errors by government issuers of
securities could result in economic uncertainties, and those issuers may incur
substantial costs in attempting to prevent or fix such errors, all of which
could have a negative effect on the Trust's investments and returns.

The Manager, the Distributor and the Transfer Agent have been working on
necessary changes to their computer systems to deal with the year 2000 and
expect that their systems will be adapted in time for that event, although there
cannot be assurance of success. Additionally, the services they provide depend
on the interaction of their computer systems with those of brokers, information
services, the Trusts' custodian and other parties. therefore, any failure of the
computer systems of those parties to deal with the year 2000 may also have a
negative effect on the services they provide to the Trust.

Performance of the Trust

Explanation of Yield. From time to time, the "yield" and "compounded effective
yield" of an investment in the Trust may be advertised. Both yield figures are
based on historical earnings per share and are not intended to indicate future
performance. The "yield" of the Trust is the income generated by an investment
in the Trust over a seven-day period, which is then "annualized." In
annualizing, the amount of income generated by the investment during that seven
days is assumed to be generated each week over a 52 week period, and is shown as
a percentage of the investment. The "compounded effective yield" is calculated
similarly, but the annualized income earned by an investment in the Trust is
assumed to be reinvested. The "compounded effective yield" therefore will be
slightly higher than the yield because of the effect of the assumed
reinvestment. From time to time the Manager may voluntarily assume a portion of
the Trust's expenses (which may include the management fee), thereby lowering
the overall expense ratio per share and increasing the Trust's yield during the
time such expenses are assumed. See "Yield Information" in the Appendix to the
Statement of Additional Information for additional information about the methods
of calculating these yields.

-4-

<PAGE>

Centennial
Tax Exempt Trust

Prospectus dated October 30, 1998

Centennial Tax Exempt Trust is a no-load "money market" mutual fund that seeks
the maximum short-term interest income exempt from Federal income taxes that is
consistent with low capital risk and the maintenance of liquidity. The Trust
seeks to achieve this objective by investing in obligations issued by states,
territories and possessions of the United States or by the District of Columbia,
or their political subdivisions, authorities and corporations, the income from
which is exempt from Federal income taxes. Shares of the Trust are sold at net
asset value without a sales charge.

Shares of the Trust may be purchased directly from brokers or dealers
having sales agreements with the Trust's Distributor and also are offered to
participants in Automatic Purchase and Redemption Programs (the "Programs")
established by certain brokerage firms with which the Trust's Distributor has
entered into agreements for that purpose. (See "How to Buy Shares" in the
Appendix.) The information in this Prospectus should be read together with the
information in the Appendix which is part of this Prospectus. Program
participants should also read the description of the Program provided by their
broker.

<PAGE>

Contents

ABOUT THE TRUST
Expenses
Financial Highlights
Investment Objective and Policies
Other Investment Restrictions
Investment Risks
Performance of the Trust

APPENDIX
How the Trusts are Managed
How to Buy Shares
Purchases Through Automatic Purchase and Redemption
Programs

General Information on Redemptions
Exchanges of Shares
Retirement Plans
Dividends, Distributions and Taxes

<PAGE>

ABOUT THE TRUST

Expenses

The following table sets forth the fees that an investor in the Trust might pay
and the expenses paid by the Trust during its fiscal year ended June 30, 1998.

o Shareholder Transaction Expenses

Maximum Sales Charge on Purchases
(as a percentage of offering price) None
- -------------------------------------------------------
Maximum Sales Charge on Reinvested Dividends None
- -------------------------------------------------------
Redemption Fee None(1)
- -------------------------------------------------------
Exchange Fee None

(1) There is a $10 transaction fee for redemptions paid by Federal Funds wire,
but not for redemptions paid by check.

o Annual Trust Operating Expenses
(as a percentage of average net assets)

Management Fees 0.42%
- -------------------------------------------------------
12b-1 Plan Fees 0.20%
- -------------------------------------------------------
Other Expenses 0.07%
- -------------------------------------------------------
Total Trust Operating Expenses 0.69%

1 year 3 years 5 years 10 years
------ ------- ------- --------
$7 $22 $38 $86

Financial Highlights

The table on the following page presents selected financial information about
the Trust, including per share data and expense ratios and other data based on
the Trust's average net assets. This information has been audited by Deloitte &
Touche LLP, independent auditors, whose report on the financial statements of
the Trust for the fiscal year ended June 30, 1998 is included in the Statement
of Additional Information.

-3-
<PAGE>

Financial Highlights

Centennial Tax Exempt Trust

Net asset value, beginning of period .. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income from investment operations--
net investment income and net
realized gain ....................... .03 .03 .03 .03 .02 .02 .03 .04 .05 .05

Dividends and distributions to
shareholders ........................ (.03) (.03) (.03) (.03) (.02) (.02) (.03) (.04) (.05) (.05)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----

Net asset value, end of period ........ $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== =====

TOTAL RETURN(1) ....................... 3.12% 3.01% 3.16% 3.17% 1.90% 2.19% 3.55% 5.09% 5.70% 5.55%

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period
(in millions) ....................... $1,829 $1,649 $1,426 $1,315 $1,039 $981 $917 $787 $575 $486

Average net assets (in millions) ...... $1,832 $1,591 $1,473 $1,127 $1,057 $977 $900 $711 $561 $504

Ratios to average net assets:

Net investment income ............... 3.07% 2.95% 3.12% 3.13% 1.87% 2.08% 3.40% 4.84% 5.44% 5.45%

Expenses(2) ......................... 0.69% 0.72% 0.72% 0.73% 0.76% 0.76% 0.75% 0.77% 0.79% 0.78%
</TABLE>

(2) Beginning in fiscal 1995, the expense ratio reflects the effect of gross
expenses paid indirectly by the Trust. Prior year expense ratios have not
been adjusted.

2-3

<PAGE>

Investment Objective and Policies

Objective. The Trust is a tax-exempt no-load "money market" fund. It is an
open-end, diversified management investment company organized as a Massachusetts
business trust in 1985. The Trust was initially organized in 1980 as a Maryland
corporation. The Trust's investment objective is to seek maximum short-term
interest income exempt from Federal income taxes that is consistent with low
capital risk and the maintenance of liquidity. The value of Trust shares is not
insured or guaranteed by any government agency. However, shares held in
brokerage accounts would be eligible for coverage by the Securities Investor
Protection Corporation for losses arising from the insolvency of the brokerage
firm. The Trust's shares may be purchased at their net asset value, which will
remain fixed at $1.00 per share except under extraordinary circumstances. See
"Purchase, Redemption and Pricing of Shares - Determination of Net Asset Value
Per Share" in the Appendix to the Statement of Additional Information for
further information. There can be no assurance, however, that the Trust's net
asset value will not vary or that the Trust will achieve its investment
objective.

The Board of Trustees has adopted procedures to evaluate securities for
the Trust's portfolio and the Manager has the responsibility to implement those
procedures when selecting investments for the Trust. In general, those
procedures require that securities be rated in one of the two highest short-term
rating categories of two national rating organizations. In some cases, the Trust
can buy securities payable in U.S. dollars and rated by one rating organization
or unrated securities that the Manager judges to be comparable in quality to the
two highest rating categories. The procedures also limit the amount of the
Trust's assets that can be invested in the securities of any one issuer (other
than the U.S. government, its agencies and instrumentalities), to spread the
Trust's investment risks.

o What Types of Money Market Securities Does the Trust Invest In? In
seeking its objective, the Trust invests principally in "Municipal Securities"
as described below. They may have fixed, variable or floating interest rates.
All of the Trust's investments must meet the special maturity, quality and
diversification requirements set forth in Rule 2a-7. Investments meeting these
requirements are called "Eligible Securities." You can find more information
about them in the Statement of Additional Information. The following is a brief
description of the types of money market securities the Trust may invest in.

o Municipal Securities. The Trust seeks to achieve its objective by
investing in municipal bonds, municipal notes (including tax anticipation notes,
bond anticipation notes, revenue anticipation notes, construction loan notes and
other short-term loans), tax-exempt commercial paper, certificates of
participation, participation interests and other debt obligations issued by or
on behalf of the states and the District of Columbia, any commonwealth or
territory of the United States, or their respective political subdivisions,
agencies, instrumentalities or authorities, the interest from which is not
subject to Federal individual income tax, in the opinion of bond counsel to the
respective issuer at the time of issue (collectively, "Municipal Securities").
Such obligations having maturities of (a) one year or more when issued are
referred to as "Municipal Bonds," and (b) less than one year are referred to as
"Municipal Notes."

The Trust may invest in Municipal Bonds and Notes offered on a
"when-issued" basis, as discussed below and in the Statement of Additional
Information. The Trust will not invest in foreign securities. The Trust may also
purchase Municipal Securities with demand features that meet the requirements of
Rule 2a-7 and are approved under standards adopted by the Trust's Board of
Trustees. All Municipal Securities in which the Trust invests must have, or,
pursuant to regulations adopted by the Securities and Exchange Commission, be
deemed to have, remaining maturities of 397 days or less at the date the Trust
purchases them. The two principal classifications of Municipal Securities are
"general obligations" (secured by the issuer's pledge of its full faith, credit
and taxing power for the payment of principal and interest) and "revenue
obligations" (payable only from the revenues derived from a particular facility
or class of facilities, or specific excise tax or other revenue source).

Under normal market conditions, the Trust attempts to invest 100% of its
assets in Municipal Securities, and the Trust will make no investment that will
reduce the portion of its total assets that are invested in Municipal Securities
to less than 80%. The balance of the Trust's assets may be invested in
investments the income from which may be taxable. Taxable investments include:
(i) repurchase agreements (explained below); (ii) Municipal Securities issued to
benefit a private user ("Private Activity Municipal Securities"), the interest
from which may be subject to Federal alternative minimum tax (see "Dividends,
Distributions and Taxes" below and "Private Activity Municipal Securities" in
the Statement of Additional Information); and (iii) certain "Temporary
Investments" defined below in "Temporary Investments." However, in times of
unstable economic or market conditions, when the Manager determines it
appropriate to do so, the Trust may assume a temporary defensive position and
invest an unlimited amount of its assets in Temporary Investments. The Trust may
also hold Temporary Investments pending the investment of proceeds from the sale
of Trust shares or portfolio securities, pending settlement of Municipal
Securities purchases or to meet anticipated redemptions. Normally, the Trust
will not invest more than 20% of its total assets in Private Activity Municipal
Securities and other taxable investments described above. The Trust will
generally use its best efforts to dispose of such securities within sixty days
of acquisition. To the extent the Trust receives income from taxable
investments, it may not achieve its investment objective. No independent
investigation is made by Centennial Asset Management Corporation, the Trust's
investment manager (the "Manager") as to the users of proceeds of such offerings
or the application of such proceeds.

o Floating Rate/Variable Rate Obligations. Some of the Municipal
Securities the Trust may purchase may have variable or floating interest rates.
Variable rates are adjustable at stated periodic intervals of no more than one
year. Floating rates are automatically adjusted according to a specified market
rate for such investments. The Trust may purchase these obligations if they have
a remaining maturity of 397 days or less; if their maturity is greater than 397
days, they may be purchased if the Trust is able to recover the principal amount
of the underlying security at specified intervals not exceeding 397 days and
upon no more than 30 days' notice. The Manager may determine that an unrated
floating rate or variable rate demand obligation meets the Trust's quality
standards by reason of being backed by a letter of credit or guarantee issued by
a bank that meets the Trust's quality standards. However, the letter of credit
or bank guarantee must be rated or meet the other requirements of applicable
regulations. See "Investment Objective and Policies - Floating Rate/Variable
Rate Obligations" in the Statement of Additional Information for more details.

o When-Issued and Delayed Delivery Securities. The Trust may invest in
Municipal Securities on a "when-issued" or "delayed delivery" basis. In those
transactions, the Trust obligates itself to purchase or sell securities, with
delivery and payment to occur at a later date, to secure what is considered to
be an advantageous price and yield at the time the obligation is entered into.
The price, which is generally expressed in yield terms, is fixed at the time the
commitment to purchase is made, but delivery and payment for when-issued
securities take place at a later date (normally within 120 days of purchase).
During the period between purchase and settlement, no payment is made by the
Trust to the issuer and no interest accrues to the Trust from the investment.
Although the Trust is subject to the risk of adverse market fluctuation during
that period, the Manager does not believe that the Trust's net asset value or
income will be materially adversely affected by the Trust's purchase of
Municipal Securities on a "when-issued" or "delayed delivery" basis. See
"When-Issued and Delayed Delivery Transactions" in the Statement of Additional
Information for more details.

o Municipal Lease Obligations. The Trust may invest in certificates of
participation, which are tax-exempt obligations that evidence the holder's right
to share in lease, installment loan or other financing payments by a public
entity. Projects financed with certificates of participation generally are not
subject to state constitutional debt limitations or other statutory requirements
that may be applicable to Municipal Securities. Payments by the public entity on
the obligation underlying the certificates are derived from available revenue
sources; such revenue may be diverted to the funding of other municipal service
projects. Payments of interest and/or principal with respect to the certificates
are not guaranteed and do not constitute an obligation of the state or any of
its political subdivisions. While some municipal lease securities may be deemed
to be "illiquid" securities (the purchase of which would be limited as described
below in "Illiquid and Restricted Securities"), from time to time the Trust may
invest more than 5% of its net assets in municipal lease obligations that the
Manager has determined to be liquid under guidelines set by the Trust's Board of
Trustees.

o Illiquid and Restricted Securities. The Trust will not purchase or
otherwise acquire any security if, as a result, more than 10% of its net assets
would be invested in securities that are illiquid by virtue of the absence of a
readily available market, or because of legal or contractual restrictions on
resale. This policy does not limit the acquisition of: (i) restricted securities
eligible for resale to qualified institutional purchasers pursuant to Rule 144A
under the Securities Act of 1933 that are determined to be liquid by the Board
of Trustees or by the Manager under Board-approved guidelines, or (ii)
commercial paper that may be sold without registration under Section 3(a)(3) or
Section 4(2) of the Securities Act of 1933. Such guidelines take into account
trading activity for such securities and the availability of reliable pricing
information, among other factors. If there is a lack of trading interest in
particular Rule 144A securities, the Trust's holdings of those securities may be
illiquid. If, due to changes in relative value, more than 10% of the value of
the Trust's net assets consist of illiquid securities, the Manager would
consider appropriate steps to protect the Trust's maximum flexibility. There may
be undesirable delays in selling illiquid securities at prices representing
their fair value. The Manager monitors holding of illiquid securities on an
ongoing basis and at times the Trust may be required to sell some holdings to
maintain adequate liquidity. Illiquid securities include repurchase agreements
maturing in more than seven days.

o Demand Features and Guarantees. The Trust may invest a significant
percentage of its assets in Municipal Securities that have demand features,
guarantees or similar credit and liquidity enhancements. A demand feature
permits the holder of the security to sell the security within a specified
period of time at a stated price and entitles the holder of the security to
receive an amount equal to the approximate amortized cost of the security plus
accrued interest. A guarantee permits the holder of the security to receive,
upon presentment to the guarantor, the principal amount of the underlying
security plus accrued interest when due or upon default. A guarantee is the
unconditional obligation of an entity other than the issuer of the security.
Demand features and guarantees can effectively: (1) shorten the maturity of a
variable or floating rate security, (2) enhance the security's credit quality
and (3) enhance the ability to sell the security. The aggregate price for a
security subject to a demand feature or a guarantee may be higher than the price
that would otherwise be paid for the security without the guarantee or the
demand feature. When the Trust purchases securities subject to guarantees or
demand features, there is an increase in the cost of the underlying security and
a corresponding reduction in its yield. Because the Trust invests in securities
backed by banks and other financial institutions, changes in the credit quality
of these institutions could cause losses to the Trust. Therefore, an investment
in the Trust may be riskier than an investment in other types of money market
funds.

o Repurchase Agreements. The Trust may acquire securities that are subject
to repurchase agreements. The Trust's repurchase agreements must be fully
collateralized. If the vendor fails to pay the agreed-upon resale price on the
delivery date, the Trust's risks may include any costs of disposing of the
collateral, and any loss resulting from any delay in foreclosing on the
collateral. The Trust ordinarily will not purchase or otherwise acquire any
security or invest in a repurchase agreement, if as a result, more than 10% of
its net assets (taken at current value) at the time of purchase would be
invested in repurchase agreements not entitling the holder to payment of
principal within seven days. However, when the Trust assumes a temporary
defensive position, there is no limit on the amount of the Trust's assets that
may be subject to repurchase agreements having a maturity of seven days or less.
Income earned on repurchase transactions is not tax-exempt and accordingly,
under normal market conditions, the Trust will limit its investments in
repurchase transactions to 20% of its total assets. See "Investment Objective
and Policies - Repurchase Agreements" in the Statement of Additional Information
for further details.

o Temporary Investments. The Trust may hold the following "Temporary
Investments" that are Eligible Securities: (i) obligations issued or guaranteed
by the U.S. Government or its agencies or instrumentalities; (ii) bankers
acceptances; (iii) taxable commercial paper rated in the highest category by a
Rating Organization; (iv) short-term taxable debt obligations rated in one of
the two highest rating categories of a Rating Organization; or (v) certificates
of deposit of domestic banks with assets of $1 billion or more, and (vi)
repurchase agreements

Other Investment Restrictions

Under some of the Trust's fundamental investment restrictions, which cannot be
changed without the approval of a majority of the Trust's outstanding voting
shares, the Trust cannot:

o make loans, except by purchasing debt obligations in accordance with its
investment policies as approved by the Board, or by entering into repurchase
agreements, or by lending portfolio securities in accordance with applicable
regulations;

o borrow money except as a temporary measure for extraordinary or
emergency purposes, and then only up to 10% of the value of its assets; no more
than 10% of the Trust's net assets may be pledged, mortgaged or assigned to
secure a debt; no investments may be made while outstanding borrowings, other
than by means of reverse repurchase agreements (which are not considered
borrowings under this restriction), exceed 5% of its assets;

o invest more than 5% of the value of its total assets taken at market
value in the securities of any one issuer (not including the U.S. Government or
its agencies or instrumentalities, whose securities may be purchased without
limitation for defensive purposes);

o purchase more than 10% of the outstanding voting securities of any one
issuer or invest in companies for the purpose of exercising control; or

o concentrate investments to the extent of 25% of its assets in any
industry; however, there is no limitation as to investment, for liquidity
purposes, in obligations issued by banks or savings and loan associations or in
obligations issued by the U.S. Government or its agencies or instrumentalities.

Unless the Prospectus states that a percentage restriction applies
continuously, it applies only at the time the Trust makes an investment and the
Trust need not sell securities to meet the percentage limits if the value of the
investment increases in proportion to the size of the Trust. Additional
investment restrictions are contained in "Other Investment Restrictions" in the
Statement of Additional Information.

Investment Risks

Performance of the Trust

Explanation of Yield. From time to time, the "yield," "compounded effective
yield" and "tax-equivalent yield" of an investment in the Trust may be
advertised. These yield figures are based on historical earnings per share and
are not intended to indicate future performance. The "yield" of the Trust is the
income generated by an investment in the Trust over a seven day period, which is
then "annualized." In annualizing, the amount of income generated by the
investment during that seven days is assumed to be generated each week over a 52
week period, and is shown as a percentage of the investment. The "compounded
effective yield" is calculated similarly, but the annualized income earned by an
investment in the Trust is assumed to be reinvested. The "compounded effective
yield" will therefore be slightly higher than the yield because of the effect of
the assumed reinvestment. The Trust's "tax-equivalent yield" is calculated by
dividing that portion of the Trust's "yield" (calculated as described above)
which is tax-exempt by one minus a stated income tax rate and adding the result
to the portion (if any) of the Trust's yield that is not tax-exempt. See "Yield
Information" in the Appendix to the Statement of Additional Information for
additional information about the methods of calculating these yields.
<PAGE>

Centennial
Government Trust

Prospectus dated October 30, 1998

Centennial Government Trust is a no-load "money market" mutual fund that seeks a
high level of current income consistent with preservation of capital and the
maintenance of liquidity. The Trust seeks to achieve this objective by investing
in a diversified portfolio of short-term debt instruments issued or guaranteed
by the U.S. Government or its agencies or instrumentalities and maturing in, or
having been called for redemption in, one year or less. Shares of the Trust are
sold at net asset value without a sales charge. Shares of the Trust are sold at
net asset value without a sales charge.

Shares of the Trust may be purchased directly from brokers or dealers
having sales agreements with the Trust's Distributor and also are offered to
participants in Automatic Purchase and Redemption Programs (the "Programs")
established by certain brokerage firms with which the Trust's Distributor has
entered into agreements for that purpose. (See "How to Buy Shares" in the
Appendix.) The information in this Prospectus should be read together with the
information in the Appendix which is part of this Prospectus. Program
participants should also read the description of the Program provided by their
broker.

<PAGE>

Contents

ABOUT THE TRUST
Expenses
Financial Highlights
Investment Objective and Policies
Other Investment Restrictions
Investment Risks
Performance of the Trust

Appendix
How the Trusts are Managed
How to Buy Shares
Purchases Through Automatic Purchase and Redemption
Programs

General Information on Redemptions
Exchanges of Shares
Retirement Plans
Dividends, Distributions and Taxes

<PAGE>

ABOUT THE TRUST

Expenses

The following table sets forth the fees that an investor in the Trust might pay
and the expenses paid by the Trust during its fiscal year ended June 30, 1998.

o Shareholder Transaction Expenses

(1) There is a $10 transaction fee for redemptions paid by Federal Funds wire,
but not for redemptions paid by check.

o Annual Trust Operating Expenses
(as a percentage of average net assets)

Management Fee 0.45%
- --------------------------------------------------------
12b-1 Plan Fees 0.20%
- --------------------------------------------------------
Other Expenses 0.10%
- --------------------------------------------------------
Total Trust Operating Expenses 0.75%

1 year 3 years 5 years 10 years
------ ------- ------- --------
$8 $24 $42 $93

Financial Highlights

-2-

<PAGE>

Financial Highlights

Centennial Government Trust

<TABLE>
<CAPTION>
Year Ended June 30,
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA

Dividends and distributions to
shareholders ........................ (.05) (.05) (.05) (.05) (.03) (.04) (.04) (.07) (.08) (.08)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----

Net asset value, end of period ........ $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== =====

TOTAL RETURN(1) ....................... 4.93% 4.75% 4.91% 4.93% 2.84% 2.85% 4.75% 6.86% 8.40% 8.16%

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period
(in millions) ....................... $1,132 $1,027 $942 $893 $613 $637 $575 $533 $219 $152

Average net assets (in millions) ...... $1,117 $1,032 $962 $719 $665 $633 $582 $418 $201 $122

Ratios to average net assets:

Net investment income ............... 4.82% 4.65% 4.83% 4.81% 2.79% 2.81% 4.38% 6.44% 7.75% 8.11%

Expenses ............................ 0.75% 0.76% 0.77% 0.80% 0.79% 0.79% 0.78% 0.79% 0.84% 0.85%
</TABLE>

3-3

<PAGE>

Investment Objective and Policies

Objective. The Trust is a no-load "money-market" fund. It is an open-end,
diversified management investment company organized as a Massachusetts business
trust on January 18, 1982. The Trust's investment objective is to seek a high
level of current income consistent with the preservation of capital and the
maintenance of liquidity. The value of Trust shares is not insured or guaranteed
by any government agency. However, shares held in brokerage accounts would be
eligible for coverage by the Securities Investor Protection Corporation for
losses arising from the insolvency of the brokerage firm. The Trust's shares may
be purchased at their net asset value, which will remain fixed at $1.00 per
share except under extraordinary circumstances. See and "Purchases, Redemption
and Pricing of Shares - Determination of Net Asset Value Per Share" in the
Appendix to the Statement of Additional Information for further information.
There can be no assurance, however, that the Trust's net asset value will not
vary or that the Trust will achieve its investment objective.

o What Quality, Maturity and Diversification Standards Apply to the Trust's
Investments? The Trust may buy only those securities that meet quality, maturity
and diversification standards set forth in Rule 2a-7 for money market funds. For
example, the Trust must maintain a dollar-weighted portfolio maturity of no more
than 90 days. Some of the Trust's investment restrictions (which are fundamental
policies that may be changed only by shareholder vote) are more restrictive than
these standards. As a matter of fundamental policy, the Trust may not invest in
any debt instrument having a maturity in excess of one year from the date of the
investment.

The Board of Trustees has adopted procedures to evaluate securities for the
Trust's portfolio and the Manager has the responsibility to implement those
procedures when selecting investments for the Trust. In general, those
procedures require that securities be payable in U.S. dollars and rated in one
of the two highest short-term rating categories of two national rating
organizations. In some cases, the Trust can buy securities rated by one rating
organization or unrated securities that the Manager judges to be comparable in
quality to the two highest rating categories. The procedures also limit the
amount of the Trust's assets that can be invested in the securities of any one
issuer (other than the U.S. government, its agencies and instrumentalities), to
spread the Trust's investment risks.

o What Types of Money Market Securities Does the Trust Invest In? In
seeking its objective, the Trust invests principally in obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities maturing
in twelve months or less from the date of purchase, or in repurchase agreements
(described below) under which such obligations are purchased. They may have
fixed, variable or floating interest rates. All of the Trust's investments must
meet the special maturity, quality and diversification requirements set forth in
Rule 2a-7. Investments meeting these requirements are called "Eligible
Securities". You can find more information about hem int he Statement of
Additional Information. The following is a brief description of the types of
money market securities the Trust may invest in.

o Obligations Issued or Guaranteed by the U.S. Government, its Agencies or
Instrumentalities. Securities issued or guaranteed by the U.S. Government
include a variety of U.S. Treasury securities that differ only in their interest
rates, maturities and dates of issuance. Treasury Bills have maturities of one
year or less. Treasury Notes have maturities of from one to ten years and
Treasury Bonds generally have maturities of greater than ten years at the date
of issuance.

o Certain Debt Obligations. The Trust may invest in variable rate notes,
variable rate master demand notes or in master demand notes (described in
"Investment Objective and Policies" in the Statement of Additional Information).
The Trust may also purchase debt obligations that either mature within twelve
months from the date of purchase or have been called for redemption by the
issuer, with such redemption to be effective within one year.

o Floating Rate/Variable Rate Notes. Some of the notes the Trust may
purchase may have variable or floating interest rates. Variable rates are
adjustable at stated periodic intervals of no more than one year. Floating rates
are automatically adjusted according to a specified market rate for such
investments, such as the prime rate of a bank, or the 90 day U.S. Treasury bill
rate. The Trust may purchase these obligations if they have a remaining maturity
of one year or less; if their maturity is greater than one year, they may be
purchased if the Trust is able to recover the principal amount of the underlying
security at specified intervals not exceeding one year and upon not more than 30
days' notice. Such obligations may be secured by bank letters of credit or other
credit support arrangements which guarantee payment. See "Investment Objectives
and Policies - Floating Rate/Variable Rate Obligations" in the Statement of
Additional Information for more details.

o Repurchase Agreements. The Trust may acquire securities that are subject
to repurchase agreements in order to generate income while providing liquidity.
The Trust's repurchase agreements must be fully collateralized. If the vendor
fails to pay the agreed-upon repurchase price on the delivery date, the Trust's
risks may include any costs of disposing of such collateral, and any loss
resulting from any delay in foreclosing on the collateral. There is no limit on
the amount of the Trust's net assets that may be subject to repurchase
agreements having a maturity of seven days or less. The Trust will not enter
into a repurchase agreement that will cause more than 10% of its net assets at
the time of purchase to be subject to repurchase agreements maturing in more
than seven days. See "Investment Objectives and Policies - Repurchase
Agreements" in the Statement of Additional Information for further details.

Other Investment Restrictions

Under some of the Trust's fundamental investment restrictions, which cannot be
changed without the approval of a majority of the Trust's outstanding voting
shares, the Trust cannot:

o invest in any security other than those discussed under "Investment
Objective and Policies," above;

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

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

o make loans, except through (i) the purchase of debt securities listed
under "Investment Objective and Policies," (ii) the purchase of such debt
securities subject to repurchase agreements, or (iii) loans of securities as
described under "Investment Objectives and Policies -Loans of Portfolio
Securities," in the Statement of Additional Information; or

o invest in any debt instrument having a maturity in excess of one year
from the date of the investment, or, in the case of a debt instrument subject to
a repurchase agreement or called for redemption, having a repurchase or
redemption date more than one year from the date of the investment.

Investment Risks

returns.

Performance of the Trust

Explanation of Yield. From time to time the "yield" and "compounded effective
yield" of an investment in the Trust may be advertised. Both yield figures are
based on historical earnings per share and are not intended to indicate future
performance. The "yield" of the Trust is the income generated by an investment
in the Trust over a seven-day period, which is then "annualized." In
annualizing, the amount of income generated by the investment during that seven
days is assumed to be generated each week over a 52-week period, and is shown as
a percentage of the investment. The "compounded effective yield" is calculated
similarly, but the annualized income earned by an investment in the Trust is
assumed to be reinvested. The "compounded effective yield" will therefore be
slightly higher than the yield because of the effect of the assumed
reinvestment. See "Yield Information" in the Appendix to the Statement of
Additional Information for additional information about the methods of
calculating these yields.

<PAGE>

APPENDIX

This Appendix is part of the Prospectuses of Centennial Money Market Trust
("Money Market Trust"), Centennial Tax Exempt Trust ("Tax Exempt Trust") and
Centennial Government Trust ("Government Trust"), each of which is referred to
in this Appendix individually as a "Trust" and collectively are referred to as
the "Trusts." Unless otherwise indicated, the information in this Appendix
applies to each Trust.

How the Trusts are Managed

Organization and History. The Board of Trustees of each Trust has overall
responsibility for the management of that Trust under the laws of Massachusetts
governing the responsibilities of trustees of business trusts. "Trustees and
Officers" in the Statement of Additional Information identifies the trustees and
officers and provides information about them. Subject to the authority of the
Board, the Trusts' investment manager, Centennial Asset Management Corporation
(the "Manager"), is responsible for the day-to-day management of each Trust's
business, supervises the investment operations of each Trust and the composition
of its portfolio and furnishes the Trusts advice and recommendations with
respect to investments, investment policies and the purchase and sale of
securities, pursuant to an Investment Advisory Agreement (collectively, the
"Agreements") with each Trust. Each of the Agreements sets forth the fees paid
by the Trust to the Manager and the expenses that the Trust is responsible to
pay.

The Trusts' shares are of one class, are transferrable without restriction
and have equal rights and privileges. Each share of each Trust represents an
interest in that Trust equal to the interest of each other share of the Trust
and entitles the holder to one vote per share (and a fractional vote for a
fractional share) on matters submitted to a shareholder vote. The Trustees may
divide or combine the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interest in the Trust. Shares do
not have cumulative voting rights or conversion, preemptive or subscription
rights. Shares of each Trust have equal liquidation rights as to the assets of
that Trust. (Each Trust's Board of Trustees is empowered to issue additional
classes or series of shares of that Trust, which may have separate assets and
liabilities.)

The Trusts will not normally hold annual meetings of the shareholders. The
Trusts may hold shareholder meetings from time to time on important matters and
shareholders have the right to call a meeting to remove a Trustee or take other
action described in the Declaration of Trust. Under certain principles governing
business trusts, shareholders may be held personally liable as "partners" for
the Trust's obligations. However, the risk of a shareholder incurring any
financial loss is limited to the relatively remote circumstances in which the
Trust is unable to meet its obligations. See "Additional Information" in the
Appendix to the Statement of Additional Information for details.

The Manager and Its Affiliates. The Manager, a wholly-owned subsidiary of
OppenheimerFunds, Inc. ("OFI"), has operated as an investment advisor since
1978. The Manager and its affiliates currently advise U.S. investment companies
with assets aggregating over $85 billion as of September 30, 1998, and having
more than 4 million shareholder accounts. OFI is wholly owned by Oppenheimer
Acquisition Corp., a holding company owned in part by senior management of OFI
and the Manager, and ultimately controlled by Massachusetts Mutual Life
Insurance Company, a mutual life insurance company which also advises pension
plans and investment companies.

The management services provided to the Trust by the Manager, and the
services provided by the Distributor and the Transfer Agent to shareholders,
depend on the smooth functioning of their computer systems. Many computer
software systems in use today cannot distinguish the year 2000 from the year
1900 because of the way dates are encoded and calculated. That failure could
have a negative impact on handling securities trades, pricing and accounting
services. The Manager, the Distributor and Transfer Agent have been actively
working on necessary changes to their computer systems to deal with the year
2000 and expect that their systems will be adapted in time for that event,
although there cannot be assurance of success. Additionally, because the
services they provide depend on the interaction of their computer systems with
the computer systems of brokers, information services and other parties, any
failure on the part of the computer systems of those third parties to deal with
the year 2000 may also have a negative effect on the services provided to the
Trust.

o Fees and Expenses. The management fee is payable monthly to the Manager
under the terms of each Trust's Agreement and is computed on the average annual
net assets of the respective Trust as of the close of business each day. The
annual rates applicable to Money Market Trust are as follows: 0.500% of the
first $250 million of net assets; 0.475% of the next $250 million of net assets;
0.450% of the next $250 million of net assets; 0.425% of the next $250 million
of net assets; 0.400% of the next $250 million of net assets; 0.375% of the next
$250 million of net assets; 0.350% of the next $500 million of net assets; and
0.325% of net assets in excess of $2 billion. Furthermore, the Manager
guarantees that the total expenses of Money Market Trust in any fiscal year,
exclusive of taxes, interest and brokerage commissions, and extraordinary
expenses such as litigation costs, shall not exceed, and the Manager undertakes
to pay or refund to Money Market Trust any amount by which such expenses shall
exceed, the lesser of (i) 1.5% of the average annual net assets of Money Market
Trust up to $30 million and 1% of its average annual net assets in excess of $30
million; or (ii) 25% of total annual investment income of Money Market Trust.

The annual rates applicable to Government Trust are as follows: 0.50% of
the first $250 million of net assets; 0.475% of the next $250 million of net
assets; 0.45% of the next $250 million of net assets; 0.425% of the next $250
million of net assets; and 0.40% of net assets in excess of $1 billion. The
annual rates applicable to Tax Exempt Trust are as follows: 0.50% of the first
$250 million of net assets; 0.475% of the next $250 million of net assets; 0.45%
of the next $250 million of net assets; 0.425% of the next $250 million of net
assets; 0.40% of the next $250 million of net assets; 0.375% of the next $250
million of net assets; 0.35% of the next $500 million of net assets and 0.325%
of net assets in excess of $2 billion. Furthermore, under Tax Exempt Trust's
Agreement, when the value of Tax Exempt Trust's net assets is less than $1.5
billion, the annual fee payable to the Manager shall be reduced by $100,000
based on average net assets computed daily and paid monthly at the annual rates,
but in no event shall the annual fee be less than $0. See the Statement of
Additional Information for an explanation of the Manager's reimbursement
arrangement for the Trusts set forth in their Agreements. "Investment Management
Services" in the Appendix to the Statement of Additional Information contains
more complete information about the Agreements, including a discussion of
expense arrangements, and a description of the exculpation provisions and
portfolio transactions.

o The Custodian. The Custodian of the assets of the Trusts is Citibank,
N.A. The Manager and its affiliates presently have banking relationships with
the Custodian. See "Additional Information" in the Appendix to the Statement of
Additional Information for further information. Each Trust's cash balances in
excess of $100,000 held by the Custodian are not protected by Federal deposit
insurance. Such uninsured balances may at times be substantial. The foregoing
rating restrictions under Rule 2a-7 described under "Investment Objective and
Policies" do not apply to banks in which a Trust's cash is kept.

o The Transfer Agent. Shareholder Services, Inc., a subsidiary of OFI,
acts as Transfer Agent and shareholder servicing agent for the Trusts and the
other mutual funds advised by the Manager, on an at-cost basis. The fees to the
Transfer Agent do not include payments for any services of the type paid, or to
be paid, by the Trusts to the Distributor and to Recipients under the Service
Plan (see "Service Plan" below). Direct shareholders should direct any inquiries
regarding the Trusts to the Transfer Agent at the address and toll-free phone
number on the back cover. Program participants should direct any inquiries
regarding the Trust to their broker.

How to Buy Shares

Shares of each Trust may be purchased at their offering price, which is net
asset value per share, without sales charge. The net asset value will remain
fixed at $1.00 per share, except under extraordinary circumstances. See
"Determination of Net Asset Value Per Share" in the Appendix to the Statement of
Additional Information for further details. There can be no guarantee that any
Trust will maintain a stable net asset value of $1.00 per share. Centennial
Asset Management Corporation, which also acts as the distributor for each Trust
(and in that capacity is referred to as the "Distributor"), may in its sole
discretion accept or reject any order for purchase of a Trust's shares.
OppenheimerFunds Distributor, Inc. ("OFDI"), an affiliate of the Distributor,
acts as the sub-distributor for each Trust (the "Sub-Distributor").

The minimum initial investment is $500 ($2,500 if by Federal Funds wire),
except as otherwise described in this Prospectus. Subsequent purchases must be
in amounts of $25 or more, and may be made through authorized dealers or brokers
or by forwarding payment to the Distributor at P.O. Box 5143, Denver, Colorado
80217, with the name(s) of all account owners, the account number and the name
of the Trust. The minimum initial and subsequent purchase requirements are
waived on purchases made by reinvesting dividends from any of the "Eligible
Funds" listed in "Exchange of Shares" in the Appendix to the Statement of
Additional Information or by reinvesting distributions from unit investment
trusts for which reinvestment arrangements have been made with the Distributor.
Under an Automatic Investment Plan or military allotment plan, initial and
subsequent investments must be at least $25. No share certificates will be
issued unless specifically requested in writing by an investor or the dealer or
broker.

Each Trust intends to be as fully invested as practicable to maximize its
yield. Therefore, dividends will accrue on newly- purchased shares only after
the Distributor accepts the purchase order at its address in Colorado, on a day
the New York Stock Exchange is open (a "regular business day"), under one of the
methods of purchasing shares described below. The purchase will be made at the
net asset value next determined after the Distributor accepts the purchase
order.

Each Trust's net asset value per share is determined twice each regular
business day, at 12:00 Noon and at 4:00 P.M. (all references to time in this
Prospectus mean New York time), by dividing the net assets of the Trust by the
total number of its shares outstanding. Each Trust's Board of Trustees has
established procedures for valuing the Trust's assets, using the amortized cost
method as described in "Determination of Net Asset Value Per Share" in the
Appendix to the Statement of Additional Information.

Dealers and brokers who process orders for a Trust's shares on behalf of
their customers may charge a fee for this service. That fee can be avoided by
Direct Shareholders by purchasing shares directly from a Trust. The Distributor,
in its sole discretion, may accept or reject any order for purchases of the
Trust's shares. The sale of shares will be suspended during any period when the
determination of net asset value is suspended, and may be suspended by the Board
of Trustees whenever the Board judges it in the best interest of a Trust to do
so.

Purchases Through Automatic Purchase and Redemption Programs. Shares of each
Trust are available under Automatic Purchase and Redemption Programs
("Programs") of broker-dealers that have entered into agreements with the
Distributor for that purpose. Broker-dealers whose clients participate in such
Programs will invest the "free cash balances" of such client's Program account
in shares of the Trust selected as the primary Trust by the client for the
Program account. Such purchases will be made by the broker-dealer under the
procedures described in "Guaranteed Payment," below. The Program may have
minimum investment requirements established by the broker-dealer. The
description of the Program provided by the broker-dealer should be consulted for
details, and all questions about investing in, exchanging or redeeming shares of
a Trust through a Program should be directed to the broker-dealer.

Direct Purchases. An investor (who is not a Program participant, but instead a
"Direct Shareholder") may directly purchase shares of the Trusts through any
broker or dealer which has a sales agreement with the Distributor or the
Sub-Distributor. There are two ways to make a direct initial investment: either
(1) complete a Centennial Funds New Account Application and mail it with payment
to the Distributor at P.O. Box 5143, Denver, Colorado 80217 (if no dealer is
named in the Application, the Sub-Distributor will act as the dealer), or (2)
order the shares through your dealer or broker. Purchases made by Application
should have a check enclosed, or payment may be made by one of the alternative
means described below.

o Payment by Check. Orders for shares purchased by check in U.S. dollars
drawn on a U.S. bank will be effected on the regular business day on which the
check (and the purchase application, if the account is new) is accepted by the
Distributor. Dividends will begin to accrue on such shares the next regular
business day after the purchase order is accepted. For other checks, the shares
will not be purchased until the Distributor is able to convert the purchase
payment to Federal Funds, and dividends will begin to accrue on such shares on
the next regular business day.

o Payment by Federal Funds Wire. Shares of each Trust may be purchased by
Direct Shareholders by Federal Funds wire. The minimum investment by wire is
$2,500. You must first call the Distributor's Wire Department at 1-800-852-8457
to notify the Distributor of the wire and to receive further instructions. The
investor's bank must wire the Federal Funds to Citibank, N.A., ABA No.
0210-0008-9, for credit to Concentration Account No. 3737-5674 (Centennial Money
Market Trust or Centennial Tax Exempt Trust) or Concentration Account No.
3741-9796 (Centennial Government Trust), for further credit to the following
account numbers for the respective Trust: (i) Centennial Money Market Trust
Custodian Account No. 099920, (ii) Centennial Government Trust Custodian Account
No. 099975, or (iii) Centennial Tax Exempt Trust Custodian Account No. 099862.

The wire must state the investor's name. Shares will be purchased on the
regular business day on which the Federal Funds are received by Citibank, N.A.
(the "Custodian") and the Distributor has received and accepted the investor's
notification of the wire order prior to 4:00 P.M. Those shares will be purchased
at the net asset value next determined after receipt of the Federal Funds and
the order. Dividends on newly purchased shares will begin to accrue on the
purchase date if the Federal Funds and order for the purchase are received and
accepted by 12:00 Noon. Dividends will begin to accrue on the next regular
business day if the Federal Funds and purchase order are received and accepted
between 12:00 Noon and 4:00 P.M. The investor must also send the Distributor a
completed Application when the purchase order is placed to establish a new
account.

o Guaranteed Payment. Broker-dealers with sales agreements with the
Distributor (including broker-dealers who have made special arrangements with
the Distributor for purchases for Program accounts) may place purchase orders
with the Distributor for purchases of a Trust's shares prior to 12:00 Noon on a
regular business day, and the order will be effected at the net asset value
determined at 12:00 Noon that day if the broker-dealer guarantees that payment
for such shares in Federal Funds will be received by the Trust's Custodian prior
to 2:00 P.M. on the same day. Dividends on such shares will begin to accrue on
the purchase date. If an order is received between 12:00 Noon and 4:00 P.M. with
the broker-dealer's guarantee that payment for such shares in Federal Funds will
be received by the Trust's Custodian by 4:00 P.M. on the next regular business
day, the order will be effected at 4:00 P.M. on the day the order is received,
and dividends on such shares will begin to accrue on the next regular business
day the Federal Funds are received by the required time. If the broker-dealer
guarantees that the Federal Funds payment will be received by the Trust's
Custodian by 2:00 P.M. on a regular business day on which an order is placed for
shares after 12:00 Noon, the order will be effected at 4:00 P.M. that day and
dividends will begin to accrue on such shares on the purchase date.

o Automatic Investment Plans. Direct Shareholders may purchase shares of a
Trust automatically. Automatic Investment Plans may be used to make regular
monthly investments ($25 minimum) from the investor's account at a bank or other
financial institution. To establish an Automatic Investment Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
application. Shares purchased by Automatic Investment Plan payments are subject
to the redemption restrictions for recent purchases described in "How to Sell
Shares." The amount of the Automatic Investment Plan payment may be changed or
the automatic investments terminated at any time by writing to the Transfer
Agent. A reasonable period (approximately 15 days) is required after receipt of
such instructions to implement them. The Trusts reserve the right to amend,
suspend, or discontinue offering Automatic Investment Plans at any time without
prior notice.

Service Plan. Each Trust has adopted a Service Plan (the "Plan") under Rule
12b-1 of the Investment Company Act pursuant to which the Trust will reimburse
the Distributor for all or a portion of its costs incurred in connection with
the personal service and maintenance of accounts that hold Trust shares. The
Distributor will use all the fees received from the Trust to compensate dealers,
brokers, banks, or other financial institutions ("Recipients") each quarter for
providing personal service and maintenance of accounts that hold Trust shares.
The services to be provided by Recipients under each Plan include, but shall not
be limited to, the following: answering routine inquiries from the Recipient's
customers concerning the Trust, providing such customers with information on
their investment in Trust shares, assisting in the establishment and maintenance
of accounts or sub- accounts in the Trust, making the Trust's investment plans
and dividend payment options available, and providing such other information and
customer liaison services and the maintenance of accounts as the Distributor or
the Trust may reasonably request. Plan payments by the Trust to the Distributor
will be made quarterly in the amount of the lesser of: (i) 0.05% (0.20%
annually) of the net asset value of the Trust, computed as of the close of each
business day or (ii) the Distributor's actual distribution expenses for that
quarter of the type approved by the Board. Each Trust may make monthly payments
to the Distributor (and the Distributor to Recipients) in any month where Trust
assets held by a Recipient for itself or on behalf of its customers in that
month exceed $200 million. Any unreimbursed expenses incurred for any quarter by
the Distributor may not be recovered in later periods. The Plan has the effect
of increasing annual expenses of each Trust by up to 0.20% of average annual net
assets from what its expenses would otherwise be. In addition, the Manager may,
under the Plan, from time to time from its own resources (which may include the
profits derived from the advisory fee it receives from the Trusts), make
payments to Recipients for distribution, administrative and accounting services
performed by Recipients. For further details, see "Service Plan" in the
Statement of Additional Information.

How to Sell Shares

Program Participants. A Program participant may redeem shares in the Program by
writing checks as described below, or by contacting the dealer or broker. A
Program participant may also arrange for "Expedited Redemptions," as described
below, only through his or her dealer or broker.

Direct Shareholders. Those shareholders whose ownership of shares of the Trusts
is direct rather than through a Program, may redeem shares by either regular
redemption procedures or by expedited redemption procedures.

o Regular Redemption Procedure. To redeem some or all shares in an account
(whether or not represented by certificates) under the Trust's regular
redemption procedures, a Direct Shareholder must send the following to the
Transfer Agent for the Trust, Shareholder Services, Inc., P.O. Box 5143, Denver,
Colorado 80217 [send courier or express mail deliveries to 10200 E. Girard
Avenue, Building D, Denver, Colorado 80231]: (1) a written request for
redemption signed by all registered owners exactly as the shares are registered,
including fiduciary titles, if any, and specifying the account number and the
dollar amount or number of shares to be redeemed; (2) a guarantee of the
signatures of all registered owners on the redemption request or on the
endorsement on the share certificate or accompanying stock power, by a U.S.
bank, trust company, credit union or savings association, or a foreign bank
having a U.S. correspondent bank, or by a U.S. registered dealer or broker in
securities, municipal securities or government securities, or by a U.S. national
securities exchange, registered securities association or clearing agency; (3)
any share certificates issued for any of the shares to be redeemed; and (4) any
additional documents which may be required by the Transfer Agent for redemption
by corporations, partnerships or other organizations, executors, administrators,
trustees, custodians, guardians, or from Individual Retirement Accounts ("IRAs")
or other retirement plans, or if the redemption is requested by anyone other
than the shareholder(s) of record. A signature guarantee is not required for
redemptions of $50,000 or less, requested by and payable to all shareholders of
record, to be sent to the address of record for that account. Transfers of
shares are subject to similar requirements.

To avoid delay in redemptions or transfers, shareholders having questions
about these requirements should contact the Transfer Agent in writing or by
calling 1-800-525-9310 before submitting a request. From time to time the
Transfer Agent in its discretion may waive any or certain of the foregoing
requirements in particular cases. Redemption or transfer requests will not be
honored until the Transfer Agent receives all required documents in proper form.

o Expedited Redemption Procedure. In addition to the regular redemption
procedure set forth above, Direct Shareholders whose shares are not represented
by certificates may arrange to have redemption proceeds of $2,500 or more wired
in Federal Funds to a designated commercial bank if the bank is a member of the
Federal Reserve wire system. To place a wire redemption request, call the
Transfer Agent at 1-800-852-8457. The account number of the designated financial
institution and the bank ABA number must be supplied to the Transfer Agent on
the Application or dealer settlement instructions establishing the account or
may be added to existing accounts or changed only by signature-guaranteed
instructions to the Transfer Agent from all shareholders of record. Such
redemption requests may be made by telephone, wire or written instructions to
the Transfer Agent. The wire for the redemption proceeds of shares redeemed
prior to 12:00 Noon normally will be transmitted by the Transfer Agent to the
shareholder's designated bank account on the day the shares are redeemed (or, if
that day is not a bank business day, on the next bank business day). Shares
redeemed prior to 12:00 Noon do not earn dividends on the redemption date. The
wire for the redemption proceeds of shares redeemed between 12:00 Noon 4:00 P.M.
normally will be transmitted by the Transfer Agent to the shareholder's
designated bank account on the next bank business day after the redemption.
Shares redeemed between 12:00 Noon and 4:00 P.M. earn dividends on the
redemption date. See "Purchase, Redemption and Pricing of Shares" in the
appendix to the Statement of Additional Information for further details.

o Checkwriting. Upon request, the Transfer Agent will provide any Direct
Shareholder of the Trusts or any Program participant whose shares are not
represented by certificates, with forms of drafts ("checks") payable through a
bank selected by the Trust (the "Bank"). Checks may be made payable to the order
of anyone in any amount not less than $250, and will be subject to the Bank's
rules and regulations governing checks. Program participants' checks will be
payable from the primary account designated by the Program participant. The
Transfer Agent will arrange for checks written by Direct Shareholders to be
honored by the Bank after obtaining a specimen signature card from the
shareholder(s). Program participants must arrange for Checkwriting through their
brokers or dealers. If a check is presented for an amount greater than the
account value, it will not be honored. Shareholders of joint accounts may elect
to have checks honored with a single signature. Checks issued for one Trust
account must not be used if the shareholder's account has been transferred to a
new account or if the account number or registration has changed. Shares
purchased by check or Automatic Investment Plan payments within the prior 10
days may not be redeemed by Checkwriting. A check that would require redemption
of some or all of the shares so purchased is subject to non-payment. When a
check is presented to the Bank for clearance, the Bank will request the Trust to
redeem a sufficient number of full and fractional shares in the shareholders'
account to cover the amount of the check. This enables the shareholder to
continue receiving dividends on those shares until the check is presented to the
Trust. Checks may not be presented for cash payment at the offices of the Bank
or the Trust's Custodian. This limitation does not affect the use of checks for
the payment of bills or to obtain cash at other banks. The Trust reserves the
right to amend, suspend, or discontinue Checkwriting privileges at any time
without prior notice.

By choosing the Checkwriting privilege, whether you do so by signing the
Account Application or by completing a Checkwriting card, the individuals
signing (1) represent that they are either the registered owner(s) of the shares
of the Trust, or are an officer, general partner, trustee or other fiduciary or
agent, as applicable, duly authorized to act on behalf of such registered
owner(s); (2) authorize the Trust, its Transfer Agent and any bank through which
the Trust's drafts ("checks") are payable (the "Bank"), to pay all checks drawn
on the Trust account of such person(s) and to effect a redemption of sufficient
shares in that account to cover payment of such checks; (3) specifically
acknowledge(s) that if you choose to permit a single signature on checks drawn
against joint accounts, or accounts for corporations, partnerships, trusts or
other entities, the signature of any one signatory on a check will be sufficient
to authorize payment of that check and redemption from an account even if that
account is registered in the names of more than one person or even if more than
one authorized signature appears on the Checkwriting card or the Application, as
applicable; and (4) understand(s) that the Checkwriting privilege may be
terminated or amended at any time by the Trust and/or the Bank and neither shall
incur any liability for such amendment or termination or for effecting
redemptions to pay checks reasonably believed to be genuine, or for returning or
not paying checks which have not been accepted for any reason.

o Telephone Redemptions. Direct Shareholders of the Trusts may redeem
their shares by telephone by calling the Transfer Agent at 1-800-852-8457. This
procedure for telephone redemptions is not available to Program participants.
Proceeds of telephone redemptions will be paid by check payable to the
shareholder(s) of record and sent to the address of record for the account.
Telephone redemptions are not available within 30 days of a change of the
address of record. Up to $50,000 may be redeemed by telephone, in any seven day
period. The Transfer Agent may record any calls. Telephone redemptions may not
be available if all lines are busy, and shareholders would have to use the
Trusts' regular redemption procedures described above. Telephone redemption
privileges are not available for newly-purchased (within the prior 10 days)
shares or for shares represented by certificates. Telephone redemption
privileges apply automatically to each Direct Shareholder and the dealer
representative of record unless the Transfer Agent receives cancellation
instructions from a shareholder of record. If an account has multiple owners,
the Transfer Agent may rely on the instructions of any one owner.

o Automatic Withdrawal Plan. Direct Shareholders of the Trusts can
authorize the Transfer Agent to redeem shares (minimum $50) automatically on a
monthly, quarterly, semi-annual or annual basis under an Automatic Withdrawal
Plan. Shares will be redeemed as of 4:00 P.M. three days prior to the date
requested by the shareholder for receipt of the payment. The Trusts cannot
guarantee receipt of payment on the date requested and reserve the right to
amend, suspend or discontinue offering such Plan at any time without prior
notice. Required minimum distributions from OppenheimerFunds-sponsored
retirement plans may not be arranged on this basis. For further details, see the
"Automatic Withdrawal Plan Provisions" included as Exhibit C in the Statement of
Additional Information.

Distributions from Retirement Plans Holding Shares of Government Trust and Money
Market Trust. Requests for distributions from OppenheimerFunds-sponsored
Individual Retirement Accounts ("IRAs"), 403(b)(7) custodial plans, or pension
or profit-sharing plans of Direct Shareholders for which the Manager or its
affiliates act as sponsors should be addressed to "Bank of Boston c/o
Shareholder Services, Inc." at the address listed on the cover, and must: (i)
state the reason for distribution; (ii) state the owner's awareness of tax
penalties if the distribution is premature; and (iii) conform to the
requirements of the plan and the Trust's requirements for regular redemptions
discussed above. Participants (other than self-employed persons) in
OppenheimerFunds-sponsored pension or profit-sharing plans may not directly
request redemption of their accounts. The employer or plan administrator must
sign the request. Distributions from such plans are subject to additional
requirements under the Internal Revenue Code and certain documents (available
from the Transfer Agent) must be completed before the distribution may be made.
Distributions from retirement plans are subject to withholding requirements
under the Internal Revenue Code of 1986, as amended, and IRS Form W-4P
(available from the Transfer Agent) must be submitted to the Transfer Agent with
the distribution request, or the distribution may be delayed. Unless the
shareholder has provided the Transfer Agent with a certified tax identification
number, the Internal Revenue Code requires that tax be withheld from any
distribution even if the shareholder elects not to have tax withheld. The
Trustee, the Trusts, the Manager, the Distributor and the Transfer Agent assume
no responsibility to determine whether a distribution satisfies the conditions
of applicable tax laws and will not be responsible for any penalties assessed.

General Information on Redemptions. The redemption price will be the net asset
value per share of the applicable Trust next determined after the receipt by the
Transfer Agent of a request in proper form. Under certain unusual circumstances,
the Board of Trustees of a Trust may involuntarily redeem small accounts (valued
at less than $500). Should the Board elect to exercise this right, it may also
fix, in accordance with the Investment Company Act, the requirements for any
notice to be given to the shareholders in question (not less than 30 days), or
may set requirements for permission to allow the shareholder to increase the
investment so that the shares would not be involuntarily redeemed. The Board of
Trustees of a Trust may also involuntarily redeem shares in amounts sufficient
to reimburse the Trust or the Distributor for any loss due to cancellation of a
share purchase order. Under the Internal Revenue Code, the Trusts may be
required to impose "backup" withholding of Federal income tax at the rate of 31%
from any taxable dividends and distributions (including exchanges) the Trust may
make if the shareholder has not furnished the Trust with a certified taxpayer
identification number or has not complied with provisions of the Internal
Revenue Code relating to reporting dividends.

Payment for redeemed shares is made ordinarily in cash and forwarded within
seven days of the Transfer Agent's receipt of redemption instructions in proper
form, except under unusual circumstances as determined by the Securities and
Exchange Commission. For accounts registered in the name of a broker- dealer,
payment will be forwarded within three business days. The Transfer Agent may
delay forwarding a redemption check for recently purchased shares only until the
purchase check has cleared, which may take up to 10 or more days from the
purchase date. Such delay may be avoided if the shareholder arranges telephone
or written assurance satisfactory to the Transfer Agent from the bank on which
the purchase payment was drawn, or by purchasing shares by Federal Funds wire,
as described above. The Trust makes no charge for redemption. Dealers or brokers
may charge a fee for handling redemption transactions, but such fee can be
avoided by Direct Shareholders by requesting the redemption directly through the
Transfer Agent. Under certain circumstances, the proceeds of redemption of
shares of a Trust acquired by exchange of shares of Eligible Funds that were
purchased subject to a contingent deferred sales charge ("CDSC") may be subject
to the CDSC (see "Exchange Privilege" below).

Exchanges of Shares

Exchange Privilege. Shares of each of the Trusts held under Programs may be
exchanged for shares of Centennial Money Market Trust, Centennial Government
Trust, Centennial Tax Exempt Trust, Centennial California Tax Exempt Trust and
Centennial New York Tax Exempt Trust (collectively, the "Centennial Trusts") if
available for sale in the shareholder's state of residence only by instructions
of the broker.

Shares of the Trusts may, under certain conditions, be exchanged by Direct
Shareholders for Class A shares of certain Oppenheimer funds. A list of the
Oppenheimer funds currently available for exchange is included in the Statement
of Additional Information. That list can change from time to time. (The funds
included on the list are collectively referred to as "Eligible Funds"). There is
an initial sales charge on the purchase of Class A shares of each Eligible Fund
except the Money Market Funds (as defined in the Statement of Additional
Information). Under certain circumstances described below, redemption proceeds
of Money Market Fund shares may be subject to a CDSC.

Shares of the Trusts and of the other Eligible Funds may be exchanged at
net asset value, if all of the following conditions are met: (1) shares of the
fund selected for exchange are available for sale in the shareholder's state of
residence; (2) the respective prospectuses of the funds whose shares are to be
exchanged and acquired offer the Exchange Privilege to the investor; (3)
newly-purchased shares (by initial or subsequent investment) are held in an
account for at least seven days prior to the exchange; and (4) the aggregate net
asset value of the shares surrendered for exchange into a new account is at
least equal to the minimum investment requirements of the fund whose shares are
to be acquired.

In addition to the conditions stated above, shares of Eligible Funds may
be exchanged for shares of any Money Market Fund; shares of any Money Market
Fund held by Direct Shareholders (including the Trusts) purchased without a
sales charge may be exchanged for shares of Eligible Funds offered with a sales
charge upon payment of the sales charge (or, if applicable, may be used to
purchase shares of Eligible Funds subject to a CDSC); and shares of a Trust
acquired by reinvestment of dividends and distributions from any Eligible Fund,
except Oppenheimer Cash Reserves, or from any unit investment trust for which
reinvestment arrangements have been made with the Distributor or Sub-Distributor
may be exchanged at net asset value for shares of any Eligible Fund. The
redemption proceeds of shares of a Trust acquired by exchange of Class A shares
of an Eligible Fund purchased subject to a Class A CDSC, and redeemed within 18
months of the end of the calendar month of the initial purchase of the exchanged
shares, will be subject to the Class A CDSC as described in the prospectus of
that other Eligible Fund. In determining whether the CDSC is payable, shares of
the Trust not subject to the CDSC are redeemed first, including shares
purchased by reinvestment of dividends and capital gains distributions from any
Eligible Fund or shares of the Trust acquired by exchange of shares of Eligible
Funds on which a front-end sales charge was paid or credited, and then other
shares are redeemed in the order of purchase.

How to Exchange Shares. An exchange may be made by Direct Shareholders by
submitting an Exchange Authorization Form to the Transfer Agent, signed by all
registered owners. In addition, Direct Shareholders of the Trusts may exchange
shares of a Trust for shares of any Eligible Fund by telephone exchange
instructions to the Transfer Agent by a shareholder or the dealer representative
of record for an account. The Trusts may modify, suspend or discontinue this
exchange privilege at any time. Although the Trust will attempt to provide you
notice whenever reasonably able to do so, it may impose these changes at any
time. The Trusts reserve the right to reject written requests submitted in bulk
on behalf of more than one account. Exchange requests for exchanges to any of
the Centennial Trusts must be received by the Transfer Agent by 4:00 P.M. to be
effected that day. Exchange requests for exchanges to Eligible Funds other than
the Centennial Trust must be received by the Transfer Agent by the close of The
New York Stock Exchange on a regular business day to be effected that day. The
number of shares exchanged may be less than the number requested if the number
requested would include shares subject to a restriction cited above or shares
covered by a certificate that is not tendered with such request. Only the shares
available for exchange without restriction will be exchanged.

Telephone Exchanges. Direct Shareholders may place a telephone exchange request
by calling the Transfer Agent at 1-800-852-8457. Telephone exchange calls may be
recorded by the Transfer Agent. Telephone exchanges are subject to the rules
described above. By exchanging shares by telephone, the shareholder is
acknowledging receipt of a prospectus of the fund to which the exchange is made
and that for full or partial exchanges, any special account features such as
Automatic Investment Plans, Automatic Withdrawal Plans and retirement plan
contributions will be switched to the new account unless the Transfer Agent is
otherwise instructed. Telephone exchange privileges automatically apply to each
Direct Shareholder of record and the dealer representative of record unless and
until the Transfer Agent receives written instructions from a shareholder of
record canceling such privileges. If an account has multiple owners, the
Transfer Agent may rely on the instructions of any one owner. Shares acquired by
telephone exchange must be registered exactly as the account from which the
exchange was made. Certificated shares are not eligible for telephone exchange.
If all telephone exchange lines are busy (which might occur, for example, during
periods of substantial market fluctuations), shareholders might not be able to
request telephone exchanges and would have to submit written exchange requests.
Telephone Instructions. The Transfer Agent has adopted procedures concerning
telephone transactions including confirming that telephone instructions are
genuine by requiring callers to provide tax identification number(s) and other
account data or by using PINs, and by recording calls and confirming such
transactions in writing. If the Transfer Agent does not use reasonable
procedures, it may be liable for losses due to unauthorized transactions, but
otherwise neither it nor any Trust will be liable for losses or expenses arising
out of telephone instructions reasonably believed to be genuine. The Transfer
Agent reserves the right to require shareholders to confirm, in writing,
telephone transaction privileges for an account.

General Information on Exchanges. Shares to be exchanged are redeemed on the day
the Transfer Agent receives an exchange request in proper form (the "Redemption
Date") by 4:00 P.M. Normally, shares of the fund to be acquired are purchased on
the Redemption Date, but such purchases may be delayed by either fund up to
seven business days if it determines that it would be disadvantaged by an
immediate transfer of the redemption proceeds. Each Trust in its discretion
reserves the right to refuse any exchange request that will disadvantage it.

The Eligible Funds have different investment objectives and policies. Each
of those funds imposes a sales charge on purchases of Class A shares except the
Money Market Funds. For complete information, including sales charges and
expenses, a prospectus of the fund into which the exchange is being made should
be read prior to an exchange. Dealers and brokers who process exchange orders on
behalf of their customers may charge for their services. Direct Shareholders may
avoid those charges by requesting the Trust directly to exchange shares. For
Federal tax purposes, an exchange is treated as a redemption and purchase of
shares.

Shareholder Transactions by Fax. Requests for certain account transactions may
be sent to the Transfer Agent by fax (telecopier). Please call 1-800-525-9310
for information about which transactions are included. Transaction requests
submitted by fax are subject to the same rules and restrictions as written and
telephone requests described in this Prospectus.

Retirement Plans

The Distributor has available for Direct Shareholders who purchase shares of
Government Trust and Money Market Trust: (i) individual retirement accounts
(IRAs), including Simplified Employee Pension Plans (SEP IRAs); (ii) prototype
pension and profit-sharing plans for corporations and self-employed individuals;
and (iii) Section 403(b)(7) custodial plans for employees of public educational
institutions and organizations of the type described in Section 501(c)(3) of the
Internal Revenue Code. The minimum initial IRA, SEP IRA, pension or
profit-sharing plan investment is normally $250. The minimum initial 403(b)(7)
plan investment is $25. For further details, including the administrative fees,
the appropriate retirement plan should be requested from the Distributor.
Retirement plans are not available to Direct Shareholders who purchase shares of
Tax Exempt Trust. The Trusts reserve the right to discontinue offering their
shares to such plans at any time without prior notice.

Dividends, Distributions and Taxes

This discussion relates solely to Federal tax laws and is not exhaustive. A
qualified tax advisor should be consulted. Dividends and distributions may be
subject to Federal, state and local taxation. Information about the possible
applicability of the Alternative Minimum Tax to Tax Exempt Trust's dividends and
distributions is contained in "Investment Objective and Policies -Private
Activity Municipal Securities" in the Statement of Additional Information of Tax
Exempt Trust. The Appendix to the Statement of Additional Information contains a
further discussion of tax matters affecting the Trusts and their distributions.

Dividends and Distributions. Each Trust intends to declare all of its net
income, as defined below, as dividends on each regular business day and to pay
dividends monthly. Dividends will be payable to shareholders as described above
in "How To Buy Shares." Dividends accumulated since the prior payment will be
reinvested in full and fractional shares of the respective Trust at net asset
value on the third Thursday of each calendar month. If a shareholder redeems all
shares at any time during a month, the redemption proceeds include all dividends
accrued up to the redemption date for shares redeemed prior to 12:00 Noon, and
include all dividends accrued through the redemption date for shares redeemed
between 12:00 Noon and 4:00 P.M. Program participants may receive cash payments
by asking the broker to redeem shares.

All dividends and capital gains distributions for the accounts of Program
participants are automatically reinvested in additional shares of the Trust
selected. Dividends and distributions payable to Direct Shareholders of the
Trusts will also be automatically reinvested in shares of the respective Trust
at net asset value, on the third Thursday of each calendar month, unless the
shareholder asks the Transfer Agent in writing to pay dividends and
distributions in cash or to reinvest them in another Eligible Fund, as described
in "Dividend Reinvestment in Another Fund" in the Statement of Additional
Information. That notice must be received prior to the record date for a
dividend to be effective as to that dividend. Dividends, distributions and the
proceeds of redemptions of Trust shares represented by checks returned to the
Transfer Agent by the Postal Service as undeliverable will be reinvested in
shares of the respective Trust, as promptly as possible after the return of such
check to the Transfer Agent to enable the investor to earn a return on otherwise
idle funds.

Participants in an A.G. Edwards & Sons, Inc. Cash Convenience Account
Program (other than those whose account is an Individual Retirement Account)
holding shares of Tax Exempt Trust or Government Trust will receive account
statements five times a year, at the end of March, May, August, October and
December, if the only activity in their account during that period is the
automatic reinvestment of dividends.

Under the terms of a Program, a broker-dealer may pay out the value of
some or all of a Program participant's Trust shares prior to redemption of such
shares by the Trust. In such cases, the shareholder will be entitled to
dividends on such shares only up to and including the date of such payment.
Dividends on such shares accruing between the date of payment and the date such
shares are redeemed by the Trusts will be paid to the broker-dealer. Program
participants should discuss these arrangements with their broker-dealer.

A Trust's net investment income for dividend purposes consists of all
interest accrued on portfolio assets, less all expenses of the Trust for such
period. Distributions from net realized gains on securities, if any, will be
paid at least once each year, and may be made more frequently in compliance with
the Internal Revenue Code and the Investment Company Act. Long-term capital
gains, if any, will be identified separately when tax information is
distributed. No Trust will make any distributions from net realized securities
gains unless capital loss carry forwards, if any, have been used or have
expired. Receipt of tax-exempt income must be reported on the taxpayer's Federal
income tax return. To effect its policy of maintaining a net asset value of
$1.00 per share, each Trust, under certain circumstances, may withhold dividends
or make distributions from capital or capital gains. The Statement of Additional
Information describes how dividends and distributions received by Direct
Shareholders of the Trusts may be reinvested in shares of any Eligible Fund at
net asset value.

Tax Status of Money Market Trust's and Government Trust's Dividends and
Distributions. Dividends paid by these Trusts derived from net investment income
or net short-term capital gains are taxable to shareholders as ordinary income,
whether received in cash or reinvested. If either Trust has net realized
long-term capital gains in a fiscal year, it may pay an annual "long-term
capital gains distribution," which will be so identified when paid and when tax
information is distributed. Long-term capital gains are taxable to shareholders
as long-term capital gains, whether received in cash or reinvested, regardless
of how long Trust shares have been held. Income from securities issued by the
U.S. Government may be exempt from income taxation by various states. The
Government Trust will advise shareholders of the percentage of its income earned
on federal obligations. Rules vary by state regarding the state taxability of
dividends paid by either Trust. You should consult your tax advisor to determine
proper tax treatment of dividends paid by the Trusts.

Tax Status of Tax Exempt Trust's Dividends and Distributions. This Trust intends
to qualify under the Internal Revenue Code during each fiscal year to pay
"exempt-interest dividends" to its shareholders and did so qualify during its
last fiscal year. Exempt-interest dividends which are derived from net
investment income earned by the Trust on Municipal Securities will be excludable
from gross income of shareholders for Federal income tax purposes. Net
investment income includes the allocation of amounts of income from the
Municipal Securities in the portfolio of the Trust which is excludable from
gross income for Federal individual income tax purposes, less expenses. Expenses
are accrued daily. This allocation will be made by the use of one designated
percentage applied uniformly to all income dividends made during the calendar
year. Such designation will normally be made following the end of each fiscal
year as to income dividends paid in the prior year. The percentage of income
designated as tax-exempt may substantially differ from the percentage of the
Trust's income that was tax-exempt for a given period. Although from time to
time a portion of the exempt-interest dividends paid by the Trust may be an item
of tax preference for shareholders subject to the alternative minimum tax, all
of the dividends (excluding distributions) paid by the Trust during the calendar
year ended December 31, 1997 were exempt from Federal income taxes. The net
amount of any income on Municipal Securities subject to the alternative minimum
tax will be identified when tax information is distributed by the Trust. The
Trust will report annually to shareholders the percentage of interest income it
received during the preceding year on Municipal Securities. Receipt of
tax-exempt income must be reported on the taxpayer's Federal income tax return.
Shareholders receiving Social Security benefits should be aware that
exempt-interest dividends are a factor in determining whether such benefits are
subject to Federal income tax.

A Trust shareholder treats a dividend as a receipt of ordinary income
(whether paid in cash or reinvested in additional shares) if derived from net
interest income earned by the Trust from one or more of: (i) certain taxable
temporary investments (such as certificates of deposit, commercial paper,
obligations of the U.S. government, its agencies or instrumentalities, and
repurchase agreements), (ii) income from securities loans, or (iii) an excess of
net short-term capital gains over net long-term capital losses. Additionally,
all or a portion of the Trust's exempt-interest dividends may be a component of
the "adjusted current earnings" preference item under the Federal corporate
alternative minimum tax.

Under the Internal Revenue Code, interest on loans to purchase shares of
the Trust may not be deducted for Federal tax purposes. In addition, under rules
used by the Internal Revenue Service for determining when borrowed funds are
deemed used for the purpose of purchasing or carrying particular assets, the
purchase of shares of the Trust may be considered to have been made with
borrowed funds even though the borrowed funds are not directly traceable to the
purchase of shares. Furthermore, under Section 147(a) of the Internal Revenue
Code, persons who are "substantial users" (or persons related thereto) of
facilities financed by industrial development bonds or Private Activity
Municipal Securities should refer to "Private Activity Municipal Securities" in
the Statement of Additional Information of Tax Exempt Trust and should consult
their own tax advisors before purchasing shares. No investigation as to the
users of the facilities financed by such bonds is made by the Tax Exempt Trust.

Tax Status of the Trusts. If a Trust qualifies as a "regulated investment
company" under the Internal Revenue Code, it will not be liable for Federal
income taxes on amounts paid by it as dividends and distributions. Each Trust
qualified during its last fiscal year and intends to qualify in the current and
future fiscal years, while reserving the right not to qualify. However, the
Internal Revenue Code contains a number of complex tests relating to such
qualification that a Trust might not meet in any particular year. If a Trust
does not qualify, it would be treated for Federal tax purposes as an ordinary
corporation and receive no tax deduction for payments made to shareholders. Tax
Exempt Trust would then be unable to pay "exempt-interest dividends" as
discussed before. Dividends paid by any Trust will not be eligible for the
dividends-received deduction for corporations. For information as to "backup"
withholding on taxable dividends, see "How to Sell Shares," above.

A-1

<PAGE>

No dealer, broker, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus or Statement of Additional Information, and if given or made
such information and representations must not be relied upon as having been
authorized by the respective Trust, the Manager, the Distributor or any
affiliate thereof. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such offer in such state.

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

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

Transfer Agent and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
1-800-525-9310 Centennial
Money Market Trust
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043 Prospectus

Independent Auditors Dated October 30, 1998
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

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

<PAGE>

Centennial Government Trust

6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-9310

Statement of Additional Information dated October 30, 1998

This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Trust and supplements
information in the Prospectus dated October 30, 1998. It should be read together
with the Prospectus which may be obtained by writing to the Trust's Transfer
Agent, Shareholder Services, Inc. at P.O. Box 5143, Denver, Colorado 80217-5143
or by calling the Transfer Agent at the toll-free number shown above.

Contents Page

Investment Objective and Policies..........................................2
Other Investment Restrictions..............................................6

Appendix
Trustees and Officers.....................................................A-1
Investment Management Services............................................A-6
Service Plan..............................................................A-8
Purchase, Redemption and Pricing of Shares................................A-10
Exchange of Shares........................................................A-12
Yield Information.........................................................A-14
Additional Information....................................................A-15

Financial Information About the Trust
Independent Auditors' Report..............................................A-17
Financial Statements......................................................A-18

Exhibits
Exhibit A: Description of Securities Ratings............................A-26
Exhibit B: Industry Classifications.....................................A-30
Exhibit C: Automatic Withdrawal Plan Provisions.........................A-31

<PAGE>

Investment Objective and Policies

Investment Policies and Strategies. The investment objectives and policies of
the Trust are described in the Prospectus. Set forth below is supplemental
information about those policies. Certain capitalized terms used in this
Statement of Additional Information are defined in the Prospectus.

The Trust will not make investments with the objective of seeking capital
growth. However, the value of the securities held by the Trust may be affected
by changes in general interest rates. Because the current value of debt
securities varies inversely with changes in prevailing interest rates, if
interest rates increase after a security is purchased, that security would
normally decline in value. Conversely, should interest rates decrease after a
security is purchased, its value would rise. However, those fluctuations in
value will not generally result in realized gains or losses to the Trust since
the Trust does not usually intend to dispose of securities prior to their
maturity. A debt security held to maturity is redeemable by its issuer at full
principal value plus accrued interest. To a limited degree, the Trust may engage
in short-term trading to attempt to take advantage of short-term market
variations, or may dispose of a portfolio security prior to its maturity if, on
the basis of a revised credit evaluation of the issuer or other considerations,
the Trust believes such disposition advisable or needs to generate cash to
satisfy redemptions. In such cases, the Trust may realize a capital gain or
loss.

o Ratings of Securities - Portfolio Quality and Diversification. Under
Rule 2a-7 of the Investment Company Act, the Trust uses the amortized cost
method to value its portfolio securities to determine the Trust's net asset
value per share. Rule 2a-7 places restrictions on a money market fund's
investments. Under that Rule, the Trust may purchase only those securities that
the Manager, under Board-approved procedures, has determined have minimal credit
risks and are Eligible Securities. The rating restrictions described in the
Prospectus and this Statement of Additional Information do not apply to banks in
which the Trust's cash is kept.

An Eligible Security is one that has been rated in one of the two highest
short-term rating categories by any two nationally-recognized statistical rating
organizations" That term is defined in Rule 2a-7 and they are referred to as
"Rating Organizations" in this Statement of Additional Information. If only one
Rating Organization has rated that security, it must have been rated in one of
the two highest rating categories by that Rating Organization. An unrated
security that is judged by the Manager to be of comparable quality to Eligible
Securities rated by Rating Organizations may also be an Eligible Security.

Rule 2a-7 permits the Trust to purchase any number of "First Tier
Securities." These are Eligible Securities that have been rated in the highest
rating category for short-term debt obligations by at least two Rating
Organizations. If only one Rating Organization has rated a particular security,
it must have been rated in the highest rating category by that Rating
Organization. Comparable unrated securities may also be First Tier Securities.

Under Rule 2a-7, the Trust may invest only up to 5% of its assets in
"Second Tier Securities." Second Tier Securities are Eligible Securities that
are not "First Tier Securities." In addition, the Trust may not invest more
than:

o 5% of its total assets in the securities of any one issuer (other than
the U.S. Government, its agencies or instrumentalities) or

o 1% of its total assets or $1 million (whichever is greater) in Second
Tier Securione issuer.

Additionally, under Rule 2a-7, the Trust must maintain a dollar-weighted
average portfolio maturity of not more than 90 days, and the maturity of any
single portfolio investment may not exceed 397 days. Some of the Trust's
existing investment restrictions (which are fundamental policies that may be
changed only by shareholder vote) are more restrictive than the provisions of
Rule 2a-7. For example, as a matter of fundamental policy, the Trust may not
invest in any debt instrument having a maturity in excess of one year from the
date of the investment. The Board regularly reviews reports from the Manager to
show the Manager's compliance with the Trust's procedures and with the Rule.

If a security's rating is downgraded, the Manager and/or the Board may
have to reassess the security's credit risk. If a security has ceased to be a
First Tier Security, the Manager will promptly reassess whether the security
continues to present minimal credit risk. If the Manager becomes aware that any
Rating Organization has downgraded its rating of a Second Tier Security or rated
an unrated security below its second highest rating category, the Trust's Board
of Trustees shall promptly reassess whether the security presents minimal credit
risk and whether it is in the best interests of the Trust to dispose of it. If
the Trust disposes of the security within five days of the Manager learning of
the downgrade, the Manager will provide the Board with subsequent notice of such
downgrade. If a security is in default, or ceases to be an Eligible Security, or
is determined no longer to present minimal credit risks, or if an event of
insolvency as defined in Rule 2a-7 occurs, the Trust must dispose of the
security as soon as practicable unless, the Board determines it would be in the
best interests of the Trust to dispose of the security.

The Rating Organizations currently designated as nationally-recognized
statistical rating organizations by the Securities and Exchange Commission are
Standard & Poor's Corporation, Moody's Investors Service, Inc., IBCA Fitch, Duff
and Phelps, Inc., and Thomson BankWatch, Inc. Appendix A to this Statement of
Additional Information contains descriptions of the rating categories of those
Rating Organizations. Ratings at the time of purchase will determine whether
securities may be acquired under the restrictions described above.

Obligations of some U.S. Government agencies and instrumentalities may not
be supported by the full faith and credit of the United States. Some are backed
by the right of the issuer to borrow from the U.S. Treasury; others, such as the
Federal National Mortgage Association, by discretionary authority of the U.S.
Government to purchase the agencies' obligations; while still others, such as
the Student Loan Marketing Association, are supported only by the credit of the
instrumentality. In the case of securities not backed by the full faith and
credit of the United States, the Trust must look principally to the agency
issuing or guaranteeing the obligation for ultimate repayment, and may not be
able to assert a claim against the United States itself in the event the agency
or instrumentality does not meet its commitments. U.S. Government agencies or
instrumentalities which issue or guarantee securities, also include, but are not
limited to, the Federal Housing Administration, Farmers Home Administration,
Export-Import Bank of the United States, Small Business Administration,
Government National Mortgage Association, General Services Administration,
Central Bank for Cooperatives, Federal Home Loan Bank, Federal Home Loan
Mortgage Corporation, Federal Intermediate Credit Bank, Federal Land Bank,
Maritime Administration, Tennessee Valley Authority, District of Columbia Armory
Board, Federal National Mortgage Association and the Student Loan Marketing
Association. The Trust will not invest in securities issued by the
Inter-American Development Bank, the Asian-American Development Bank and the
International Bank for Reconstruction and Development or in pooled mortgages
offered by the Federal Housing Administration or Veterans Administration.

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

Loans of Portfolio Securities. To attempt to increase its income, the Trust may
lend its portfolio securities to qualified borrowers (other than in repurchase
transactions) if the loan is collateralized in accordance with applicable
regulatory requirements, and if, after any loan, the value of the securities
loaned does not exceed 25% of the value of the Trust's total assets. The Trust
will not enter into any securities lending agreements having a maturity of
greater than one year. Any securities received as collateral for a loan must
mature in twelve months or less. The Trust presently does not intend that the
value of securities loaned will exceed 5% of the value of the Trust's net assets
in the coming year.

Under applicable regulatory requirements (which are subject to change), the
loan collateral must, on each business day, at least equal the market value of
the loaned securities and must consist of cash, bank letters of credit or U.S.
Government Securities or other cash equivalents which the Trust is permitted to
purchase. To be acceptable as collateral, letters of credit must obligate a bank
to pay amounts demanded by the Trust if the demand meets the terms of the
letter. The Trust receives an amount equal to the dividends or interest on
loaned securities and also receives one or more of (a) negotiated loan fees, (b)
interest on securities used as collateral, or (c) interest on short-term debt
securities purchased with such loan collateral; either type of interest may be
shared with the borrower. The Trust may also pay reasonable finder's, custodian
and administrative fees and will not lend its portfolio securities to any
officer, trustee, employee or affiliate of the Trust or the Manager. The terms
of the Trust's loans must meet applicable tests under the Internal Revenue Code
and permit the Trust to reacquire loaned securities on five days' notice or in
time to vote on any important matter.

Floating Rate/Variable Rate Obligations. The Trust may invest in instruments
with floating or variable interest rates. The interest rate on a floating rate
obligation is based on a stated prevailing market rate, such as a bank's prime
rate, the 90 day U.S. Treasury Bill rate, the rate of return on commercial paper
or bank certificates of deposit, or some other standard, and is adjusted
automatically each time such market rate is adjusted. The interest rate on a
variable rate obligation is also based on a stated prevailing market rate and is
adjusted automatically at a specified interval of no more than one year. Some
variable rate or floating rate obligations in which the Trust may invest have a
demand feature entitling the holder to demand payment at an amount approximately
equal to amortized cost or the principal amount thereof plus accrued interest at
any time, or at specified intervals not exceeding one year. These notes may or
may not be backed by credit enhancements such as bank letters of credit.
Variable rate demand notes may include master demand notes. The Manager, on
behalf of the Trust, will consider on an ongoing basis the creditworthiness of
the issuers of the floating and variable rate obligations in the Trust's
portfolio. Generally, the changes in the interest rate on such securities reduce
the fluctuation in their market value. There is no limit on the amount of the
Trust's assets that may be invested in floating rate and variable rate
obligations that meet the requirements of Rule 2a-7. Floating rate or variable
rate obligations which do not provide for recovery of principal and interest
within seven days may be subject to the limitations applicable to illiquid
securities described in "Investment Objective and Policies - Illiquid and
Restricted Securities" in the Prospectus.

Master Demand Notes. A master demand note is a corporate obligation that permits
the investment of fluctuating amounts by the Trust at varying rates of interest
pursuant to direct arrangements between the Trust, as lender, and the corporate
borrower that issues the note. These notes permit daily changes in the amounts
borrowed. The Trust has the right to increase the amount under the note at any
time up to the full amount provided by the note agreement, or to decrease the
amount, and the borrower may repay up to the full amount of the note at any time
without penalty. Because variable amount master demand notes are direct lending
arrangements between the lender and the borrower, it is not generally
contemplated that such instruments will be traded. There is no secondary market
for these notes, although they are redeemable and thus immediately repayable by
the borrower at face value, plus accrued interest, at any time. Accordingly, the
Trust's right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. In evaluating the master demand arrangements,
the Manager considers the earning power, cash flow, and other liquidity ratios
of the issuer. Master demand notes are not typically rated by credit rating
agencies. If they are not rated, the Trust may invest in them only if, at the
time of an investment, they are Eligible Securities. The Manager will
continuously monitor the borrower's financial ability to meet all of its
obligations because the Trust's liquidity might be impaired if the borrower were
unable to pay principal and interest on demand. Other Investment Restrictions

The Trust's most significant investment restrictions are described in the
Prospectus. The following investment restrictions are also fundamental policies
of the Trust, and together with the fundamental policies and restrictions
described in the Prospectus, cannot be changed without the vote of a majority of
the Trust's outstanding shares. Under the Investment Company Act, such a
majority vote is defined as the vote of the holders of the lesser of: (i) 67% or
more of the shares present or represented by proxy at a shareholder's meeting,
if the holders of more than 50% of the outstanding shares are present or
represented by proxy, or (ii) more than 50% of the outstanding shares. Under
these additional restrictions, the Trust cannot:

o invest in commodities or commodity contracts or invest in interests in
oil, gas or other mineral exploration or development programs;

o invest in real estate;

o purchase securities on margin or make short sales of securities;

o invest in or hold securities of any issuer if those officers and
Trustees of the Trust or its advisor who beneficially own individually more than
0.5% of the securities of such issuer together own more than 5% of the
securities of such issuer;

o underwrite securities of other companies; or

o invest in securities of other investment companies, except as they may
be acquired as part of a merger, consolidation or acquisition of assets.

Unless the Prospectus or this Statement of Additional Information states
that a percentage restriction applies on an ongoing basis, it applies only at
the time the Trust makes an investment, and the Trust need not sell securities
to meet the percentage limits if the value of the investment increases in
proportion to the size of the Trust. For the purposes of the Trust's policy not
to concentrate in securities of issuers as described in the investment
restrictions listed in the Prospectus, the Trust has adopted the industry
classifications set forth in Exhibit B to this Statement of Additional
Information. This is not a fundamental policy.

-2-

<PAGE>

APPENDIX

This Appendix is part of the Statement of Additional Information of Centennial
Money Market Trust ("Money Market Trust"), Centennial Tax Exempt Trust ("Tax
Exempt Trust") and Centennial Government Trust ("Government Trust"), each of
which is referred to in this Appendix individually as a "Trust" and collectively
are referred to as the "Trusts." Unless otherwise indicated, the information in
this Appendix applies to each Trust.

Trustees and Officers

The Trustees and officers of the Trusts and their principal business
affiliations and occupations during the past five years are listed below. Sam
Freedman became a Trustee on June 27, 1996. All Trustees are trustees of each of
the Trusts. The Trustees are also trustees, directors, or managing general
partners of Centennial America Fund, L.P., Centennial California Tax Exempt
Trust, Centennial New York Tax Exempt Trust, Oppenheimer Cash Reserves,
Oppenheimer Champion Income Fund, Oppenheimer Equity Income Fund, Oppenheimer
High Yield Fund, Oppenheimer Integrity Funds, Oppenheimer International Bond
Fund, Oppenheimer Limited-Term Government Fund, Oppenheimer Main Street Funds,
Inc., Oppenheimer Municipal Fund, Oppenheimer Real Asset Fund, Oppenheimer
Strategic Income Fund, Oppenheimer Total Return Fund, Inc., Oppenheimer Variable
Account Funds, Panorama Series Fund, Inc. and The New York Tax Exempt Income
Fund, Inc. (all of the foregoing funds are collectively referred to as the
"Denver Oppenheimer funds") except for Mr. Bowen and Ms. Macaskill, who are
Trustees, Directors or Managing Partners of all the Denver-based Oppenheimer
funds except Oppenheimer Integrity Funds, Oppenheimer Strategic Income Fund,
Oppenheimer Variable Account Funds and Panorama Series Fund Inc. Messrs. Bowen
and Fossel are not Trustees of Centennial New York Tax Exempt Trust and are not
Managing General Partners of Centennial America Fund, L.P. Ms. Macaskill is
President and Mr. Swain is Chairman and Chief Executive Officer of the Denver
Oppenheimer funds. All of the officers except Mr. Carbuto, Ms. Wolf and Mr.
Zimmer hold similar positions with each of the Denver Oppenheimer funds. As of
October 16, 1998, the Trustees and officers of the Trust in the aggregate owned
less than 1% of the outstanding shares of any Trust. This does not reflect
ownership of shares held of record by an employee benefit plan for employees of
OppenheimerFunds, Inc., the parent of the Manager (for which two of the officers
listed below, Ms. Macaskill and Mr. Donohue, are trustees) other than the shares
beneficially owned under that plan by the officers of the funds listed above.

ROBERT G. AVIS, Trustee*; Age 67
One North Jefferson Ave., St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G. Edwards,
Inc. (its parent holding company); Chairman of A.G.E. Asset Management and A.G.
Edwards Trust Company (its affiliated investment adviser and trust company,
respectively).

WILLIAM A. BAKER, Trustee; Age 83
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.

GEORGE C. BOWEN, Vice President, Treasurer, Assistant Secretary and Trustee*;
Age 62 6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President (since September 1987) and Treasurer (since March 1985) of
the Manager; Vice President (since June 1983) and Treasurer (since March 1985)
of the Distributor; Vice President (since October 1989) and Treasurer (since
April 1986) of HarbourView; Senior Vice President (since February 1992),
Treasurer (since July 1991) and a director (since December 1991) of Centennial;
President, Treasurer and a director of Centennial Capital Corporation (since
June 1989); Vice President and Treasurer (since August 1978) and Secretary
(since April 1981) of SSI; Vice President, Treasurer and Secretary of SFSI
(since November 1989); Assistant Treasurer of Oppenheimer Acquisition Corp.
("OAC") (since March 1998); Treasurer of Oppenheimer Partnership Holdings, Inc.
(since November 1989); Vice President and Treasurer of Oppenheimer Real Asset
Management, Inc. (since July 1996); Chief Executive Officer, Treasurer;
Treasurer of OppenheimerFunds International Ltd., an offshore fund manager
subsidiary of the Manager ("OFIL") and Oppenheimer Millennium Funds plc (since
October 1997); an officer of other Oppenheimer funds; formerly Treasurer of OAC
(June 1990 - March 1998).

CHARLES CONRAD, JR., Trustee; Age 68
1501 Quail Street, Newport Beach, CA 92660
Chairman and CEO of Universal Space Lines, Inc. (a space services management
company); formerly Vice President of McDonnell Douglas Space Systems Co. and
associated with the National Aeronautics and Space Administration.

JON S. FOSSEL, Trustee; Age 56
P.O. Box 44, Mead Street, Waccabuc, New York 10597
Formerly Chairman and a director of the Manager, President and a director of
OAC, the Manager's parent holding company, and Shareholder Services, Inc.
("SSI") and Shareholder Financial Services, Inc. ("SFSI"), transfer agent
subsidiaries of the Manager.

SAM FREEDMAN, Trustee; Age 58
4975 Lakeshore Drive, Littleton, Colorado 80123
Formerly Chairman and Chief Executive Officer of OppenheimerFunds Services,
Chairman, Chief Executive Officer and a director of SSI, Chairman, Chief
Executive and Officer and director of SFSI, Vice President and director of OAC
and a director of OppenheimerFunds, Inc.

RAYMOND J. KALINOWSKI, Trustee; Age 69
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc. (a computer products training
company).

C. HOWARD KAST, Trustee; Age 76
2552 East Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).

ROBERT M. KIRCHNER, Trustee; Age 77
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
BRIDGET A. MACASKILL, President and Trustee*; Age 50
President (since June 1991), Chief Executive Officer (since September 1995) and
a Director (since December 1994) of the Manager; President and director (since
June 1991) of HarbourView; Chairman and a director of SSI (since August 1994),
and SFSI (September 1995); President (since September 1995) and a director
(since October 1990) of OAC; President (since September 1995) and a director
(since November 1989) of Oppenheimer Partnership Holdings, Inc., a holding
company subsidiary of the Manager; a director of Oppenheimer Real Asset
Management, Inc. (since July 1996); President and a director (since October
1997) of OFIL; Chairman, President and a director of Oppenheimer Millennium
Funds plc (since October 1997); President and a director of other Oppenheimer
funds; Member, Board of Governors, NASD, Inc.; a director of Hillsdown Holdings
plc (a U.K. food company); formerly an Executive Vice President of the Manager,
a director of NASDQ Stock Market, Inc.

NED M. STEEL, Trustee; Age 83
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; a director of Visiting Nurse
Corporation of Colorado.

JAMES C. SWAIN, Chairman, Chief Executive Officer and Trustee*; Age 64 6803
South Tucson Way, Englewood, Colorado 80112 Vice Chairman of the Manager (since
September 1988); formerly President and a director of Centennial Asset
Management Corporation, an investment adviser subsidiary of the Manager
("Centennial"), and Chairman of the Board of SSI.

MICHAEL A. CARBUTO, Vice President and Portfolio Manager; Age 43
Vice President of the Manager and Centennial (since May 1988); an officer of
other Oppenheimer funds.

CAROL E. WOLF, Vice President and Portfolio Manager; Age 46
Vice President of the Manager and Centennial (since June 1990); an officer of
other Oppenheimer funds.

ARTHUR J. ZIMMER, Vice President and Portfolio Manger; Age 52
Senior Vice President of the Manager (since June 1997); Vice President of
Centennial (since June 1997); an officer of other Oppenheimer funds; formerly
Vice President of the Manager (October 1990-June 1997).

ANDREW J. DONOHUE, Vice President and Secretary; Age 48
Executive Vice President (since January 1993), General Counsel (since October
1991) and a Director (since September 1995) of the Manager; Executive Vice
President and General Counsel (since September 1993) and a director (since
January 1992) of the Distributor; Executive Vice President, General Counsel and
a director of HarbourView, SSI, SFSI and Oppenheimer Partnership Holdings, Inc.
(since September 1995) and a director of Centennial (since September 1995);
President, General Counsel and a director of Oppenheimer Real Asset Management,
Inc. (since July 1996); General Counsel (since May 1996) and Secretary (since
April 1997) of OAC; Vice President and a director of OFIL and Oppenheimer
Millennium Funds plc (since October 1997); an officer of other Oppenheimer
funds.

ROBERT J. BISHOP, Assistant Treasurer; Age 39
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994-May 1996), and a Fund Controller for
the Manager.

SCOTT T. FARRAR, Assistant Treasurer; Age 33
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); Assistant
Treasurer of Oppenheimer Millennium Funds plc (since October 1997); an officer
of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994-May 1996), and a Fund Controller for
the Manager.

ROBERT G. ZACK, Assistant Secretary; Age 50
Senior Vice President (since May 1985) and Associate General Counsel (since May
1981) of the Manager, Assistant Secretary of SSI (since May 1985), and SFSI
(since November 1989); Assistant Secretary of OFIL and Oppenheimer Millennium
Funds plc (since October 1997); an officer of other Oppenheimer funds.
- ----------------------
* A Trustee who is an "interested person" of the Trusts as defined in the
Investment Company Act.

Remuneration of Trustees. The officers of the Trusts and certain Trustees of the
Trusts (Ms. Macaskill and Messrs. Bowen and Swain) who are affiliated with the
Manager receive no salary or fee from the Trusts. The remaining Trustees of the
Trusts received the compensation shown below. The compensation from all of the
Denver-based Oppenheimer funds include the Trusts and is compensation received
as a director, trustee, managing general partner or member of a committee of the
Board during the calendar year 1997.
<TABLE>
<CAPTION>

Aggregate Aggregate Aggregate Total
Compensation Compensation Compensation Compensation
from the from the from the from all
Money Market Tax Exempt Government Denver-based
Name and Position Trust Trust Trust Oppenheimer funds(1)
<S> <C> <C> <C> <C>

Robert G. Avis $6,050 $2,154 $1,911 $63,501
Trustee

William A. Baker $7,384 $2,629 $2,334 $77,502
Audit and Review
Committee Ex-Officio
Member (2) and Trustee

Charles Conrad, Jr. $6,860 $2,167 $2,432 $72,000
Trustee(3)

Jon S. Fossel $6,029 $2,147 $1,904 $63,277.18
Trustee

Sam Freedman $6,336 $2,256 $2,001 $66,501
Audit and Review
Committee Member(2)
and Trustee

Raymond J. Kalinowski $6,818 $2,428 $2,154 $71,561
Audit and Review
Committee Member(2)
and Trustee

C. Howard Kast $7,289 $2,595 $2,302 $76,503
Audit and Review
Committee Chairman(2)
and Trustee

Robert M. Kirchner $6,860 $2,443 $2,167 $72,000
Trustee(3)

Ned M. Steel $6,050 $2,154 $1,911 $63,501
Trustee
</TABLE>

(1) For the 1997 calendar year.
(2) Committee positions effective July 1, 1997
(3) Prior to July 1, 1997, Messrs. Conrad and Kirchner were also members of the
Audit And Review Committee.

Deferred Compensation Plan. The Board of Trustees has adopted a Deferred
Compensation Plan for disinterested Trustees that enables Trustees to elect to
defer receipt of all or a portion of the annual fees they are entitled to
receive from the Trust. Under the Plan, the compensation deferred by a Trustee
is periodically adjusted as though an equivalent amount had been invested in
shares of one or more Oppenheimer funds selected by the Trustee. The amount paid
to the Trustee under the Plan will be vary based upon the performance of the
selected funds. Deferral of Trustees' fees under the Plan will not materially
affect the Trust's assets, liabilities and net income per share. The Plan will
not obligate the Trust to retain the services of any Trustee or to pay any
particular amount of compensation to the Trustee. Pursuant to an Order issued by
the Securities and Exchange Commission, the Trust may invest [without
shareholder approval and not withstanding its fundamental policy restricting
investments in other open-end investment companies, as described in the Trust's
Statement of Additional Information] in the funds selected by the Trustee under
the Plan, for the limited purpose of determining the value of the Trustees
deferred fee account.

Major Shareholders. As of October 16, 1998, A.G. Edwards & Sons, Inc. ("A.G.
Edwards"), 1 North Jefferson Avenue, St. Louis, MO 63103 was the record owner of
6,392,947,268.950 shares of Money Market Trust, 1,873,973,875.080 shares of Tax
Exempt Trust and 1,220,402,170.980 shares of Government Trust (approximately
97.3%, 98.3% and 96.8% of outstanding shares, respectively, of these Trusts).
A.G. Edwards has advised the Trusts that all such shares are held for the
benefit of brokerage clients and that no such client owned beneficially 5% or
more of the outstanding shares of any of the Trusts.

Investment Management Services

The Manager is wholly-owned by OFI, which is a wholly-owned subsidiary of
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. OAC is owned by certain of OFI's
directors and officers, some of whom may serve as officers of the Trust, and
three of whom (Messrs. Swain and Bowen and Ms. Macaskill) serve as Trustees of
the Trust.

The management fee is payable monthly to the Manager under the terms of the
investment advisory agreements between the Manager and each Trust (collectively,
the "Agreements"), and is computed on the aggregate net assets of the respective
Trust as of the close of business each day. The management fees paid to the
Manager by the Trusts during their last three fiscal periods were as follows:
(a) $21,572,514, $32,755,568 and $45,145,160 paid for the fiscal years ended
June 30, 1996, 1997 and 1998, respectively, of Money Market Trust; (b)
$6,380,737, $6,858,451 and $7,721,361 paid for the fiscal years ended June 30,
1996, 1997 and 1998, respectively, of Tax Exempt Trust; and (c) $4,468,617,
$4,743,430 and $5,092,383 paid for the fiscal years ended June 30, 1996, 1997
and 1998, respectively, of Government Trust.

The Agreements require the Manager, at its expense, to provide the Trusts
with adequate office space, facilities and equipment, and to provide and
supervise the activities of all administrative and clerical personnel required
to provide effective administration for the Trusts, including the compilation
and maintenance of records with respect to operations, the preparation and
filing of specified reports, and the composition of proxy materials and
registration statements for continuous public sale of shares of the Trusts.
Expenses not expressly assumed by the Manager under the Agreements or as
Distributor of the shares of the Trusts, are paid by the Trusts. The Agreements
list examples of expenses paid by the Trusts, the major categories of which
relate to interest, taxes, certain insurance premiums, fees to unaffiliated
Trustees, legal, bookkeeping and audit expenses, brokerage, custodian and
transfer agent expenses, share issuance costs, certain printing costs (excluding
the cost of printing prospectuses for sales materials) and registration fees,
and non-recurring expenses, including litigation. The Agreements permit the
Manager to act as investment advisor for any other person, firm or corporation.

Under its Agreements with Money Market Trust and Government Trust,
respectively, the Manager has agreed to reimburse each Trust to the extent that
the Trust's total expenses (including the management fee but excluding interest,
taxes, brokerage commissions, and extraordinary expenses such as litigation
costs) exceed in any fiscal year the lesser of: (i) 1.5% of average annual net
assets of the Trust up to $30 million plus 1% of the average annual net assets
in excess of $30 million or; (ii) 25% of the total annual investment income of
the Trust.

Independently of the Money Market Trust's Agreement, the Manager had
voluntarily agreed to waive a portion of the management fee otherwise payable to
it by the Money Market Trust during the period from December 1, 1991 through
November 21, 1997. For fiscal year ended June 30, 1996, June 30, 1997 and June
30, 1998, the reimbursements by the Manager to Money Market Trust were $0,
$4,890,123 and $2,382,437, respectively. Contemporaneously with the amendment of
Money Market Trust's Agreement with the Manager, the Manager withdrew its
voluntary waiver on November 21, 1997.

Under its Agreement with Tax Exempt Trust, when the value of the Fund's
net assets is less than $1.5 billion, the annual fee payable to the Manager is
reduced by $100,000 based on the average net assets computed daily and paid
monthly at the annual rates, but in no event shall the annual fee be less than
$0. This contractual provision resulted in a reduction of the fee which would
otherwise have been payable to the Manager during the fiscal years ended June
30, 1996, 1997 and 1998, respectively, in the following amounts: $100,000,
$19,945 and $0.

In addition, under its Agreement with Tax Exempt Trust, the Manager has
agreed to assume that Trust's expenses to the extent that the total expenses (as
described above) of the Trust exceed the most stringent limits prescribed by any
state in which the Trust's shares are offered for sale. The payment of the
management fee at the end of any month will be reduced so that at no time will
there be any accrued but unpaid liabilities under any of these expense
assumptions. No reimbursement or assumption was necessary by the Manager to
Government Trust during its three most recent fiscal years. As a result of
changes in federal securities laws which have effectively pre-empted state
expense limitations, the contractual commitment relating to such reimbursements
is no longer relevant.

The Tax Exempt Trust Agreement provides that the Manager assumes no
responsibility under the Agreement other than that which is imposed by law, and
shall not be responsible for any action of the Board of Trustees of the Trust in
following or declining to follow any advice or recommendations of the Manager.
The Agreement provides that the Manager shall not be liable for any error of
judgment or mistake of law, or for any loss suffered by the Trust in connection
with matters to which the Agreement relates, except a loss resulting by reason
of the Manager's willful misfeasance, bad faith or gross negligence in the
performance of its duties, or its reckless disregard of its obligations and
duties under the Agreement.

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

Portfolio Transactions. Portfolio decisions are based upon the recommendations
and judgment of the Manager subject to the overall authority of the Board of
Trustees. As most purchases made by the Trust are principal transactions at net
prices, the Trust incurs little or no brokerage costs. Purchases of portfolio
securities from underwriters include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers include a spread between
the bid and asked prices. The Trust's policy of investing in short-term debt
securities with maturities of less than one year results in high portfolio
turnover. However, since brokerage commissions, if any, are small and securities
are usually held to maturity, high turnover does not have an appreciable adverse
effect upon the net asset value or income of the Trust in periods of stable or
declining rates, and may have a positive effect in periods of rising interest
rates.

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

The research services provided by brokers broaden the scope and supplement
the research activities of the Manager to make available additional views for
consideration and comparisons, and to enable the Manager to obtain market
information for the valuation of securities held in the Trust's portfolio or
being considered for purchase. In the rare instances where the Trust pays
commissions for research, the Board of Trustees, including the independent
Trustees of the Trust, will review information furnished by the Manager as to
the commissions paid to brokers furnishing such services. The Trust does not
direct the handling of purchases or sales of portfolio securities, whether on a
principal or agency basis, to brokers for selling shares of the Trust. No
portfolio transactions are handled by brokers which are affiliated with the
Trust or the Manager if that broker is acting as principal.

Service Plan

Each Trust has adopted a Service Plan (the "Plan") under Rule 12b-1 of the
Investment Company Act, pursuant to which the Trust will reimburse the
Distributor for a portion of its costs incurred in connection with the services
rendered to the Trust, as described in the Prospectus. Each Plan has been
approved: (i) by a vote of the Board of Trustees of the Trust, including a
majority of the "Independent Trustees" (those Trustees of the Trust who are not
"interested persons," as defined in the Investment Company Act, and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements relating to the Plan) cast in person at a meeting called for the
purpose of voting on the Plan; and (ii) by the vote of the holders of a
"majority of the outstanding voting securities " (as defined under the
Investment Company Act) of that Trust's outstanding voting securities. In
approving each Plan, the Board determined that it is likely each Plan will
benefit the shareholders of that Trust.

The Distributor has entered into Supplemental Distribution Assistance
Agreements ("Supplemental Agreements") under the Plan with selected dealers
distributing shares of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial New York Tax Exempt Trust
and Oppenheimer Cash Reserves. Quarterly payments by the Distributor, which are
not a Trust expense, for distribution-related services will range from 0.10% to
0.30%, annually, of the average net asset value of shares of these funds owned
during the quarter beneficially or of record by the dealer or its customers.
However, no payment shall be made to any dealer for any quarter during which the
average net asset value of shares of such funds owned during that quarter by the
dealer or its customers is less than $5 million. Payments made pursuant to
Supplemental Agreements are not a fund expense, but are made by the Distributor
out of its own resources or out of the resources of the Manager which may
include profits derived from the advisory fee it receives from each such fund.
No such supplemental payments will be paid to any dealer which is an "affiliate"
(as defined in the Investment Company Act) of the Distributor.

Each Plan, unless terminated as described below, shall continue in effect
from year to year but only so long as such continuance is specifically approved
at least annually by each Trust's Board of Trustees, including its Independent
Trustees, by a vote cast in person at a meeting called for that purpose. The
Supplemental Agreements are subject to the same renewal requirement. A Plan and
the Supplemental Agreements may be terminated at any time by the vote of a
majority of the Trust's Independent Trustees or by the vote of the holders of a
"majority of the outstanding voting securities" (as defined in the Investment
Company Act) of the Trust's outstanding voting securities. The Supplemental
Agreements will automatically terminate in the event of their "assignment" (as
defined in the Investment Company Act), and each may be terminated by the
Distributor: (i) in the event a Trust amends its Plan, or (ii) if the net asset
value of shares of the funds covered by the Supplemental Agreements held by the
dealer or its customers is less than $5 million for two or more consecutive
quarters. A dealer may terminate a Supplemental Agreement at any time upon
giving 30 days' notice. Each Plan may not be amended to increase materially the
amount of payments to be made unless such amendment is approved by the
shareholders of that Trust. All material amendments must be approved by the
Independent Trustees.

Under each Plan, no payment will be made to any Recipient in any quarter
if the aggregate net asset value of all Trust shares held by the Recipient for
itself and its customers did not exceed a minimum amount, if any, that may be
determined from time to time by a majority of the Trust's Independent Trustees.
The Board of Trustees has set the fee at the maximum rate and set no minimum
amount. The Plans permit the Distributor and the Manager to make additional
distribution payments to Recipients from their own resources (including profits
from advisory fees) at no cost to a Trust. The Distributor and the Manager may,
in their sole discretion, increase or decrease the amount of distribution
assistance payments they make to Recipients from their own assets.

Each Recipient who is to receive distribution payments for any month or
quarter is required to certify in writing that the aggregate payments to be
received from the applicable Trust during that month or quarter do not exceed
the Recipient's administrative and sales related costs in rendering distribution
assistance during the month or quarter, and will reimburse the Trust for any
excess.

For each Trust's fiscal year ended June 30, 1998, payments to the
Distributor under its Plan totaled $25,239,796, $3,658,752 and $2,234,968 for
Money Market Trust, Tax Exempt Trust and Government Trust, respectively, of
which $0, $11,157 and $56,240 was paid by Money Market Trust, Tax Exempt Trust
and Government Trust, respectively, to an affiliate of the Distributor, as a
Recipient. Payments received by the Distributor under the Plans will not be used
to pay any interest expense, carrying charge, or other financial costs, or
allocation of overhead by the Distributor. Any unreimbursed expenses incurred
for any fiscal quarter by the Distributor may not be recovered under that Plan
in subsequent fiscal quarters.

While the Plan is in effect, the Treasurer of each Trust shall provide a
report to the Board of Trustees in writing at least quarterly on the amount of
all payments made pursuant to the Plan, the identity of each Recipient that
received any such payment, and the purposes for which the payments were made.
The Plan further provides that while it is in effect, the election and
nomination of those Trustees of a Trust who are not "interested persons" of the
Trust is committed to the discretion of the Independent Trustees. This does not
prevent the involvement of others in such selection and nomination if the final
decision on any such selection or nomination is approved by a majority of the
Independent Trustees.

Purchase, Redemption and Pricing of Shares

Determination of Net Asset Value Per Share. The net asset value of each Trust's
shares is determined twice each day as of 12:00 Noon and 4:00 P.M., each day The
New York Stock Exchange (the "Exchange") is open (a "regular business day") (all
references to time mean New York time) by dividing that Trust's net assets (the
total value of the Trust's portfolio securities, cash and other assets less all
liabilities) by the total number of shares outstanding. The Exchange's most
recent annual holiday schedule states that it will close New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. The Exchange may also close
on other days. Dealers other than Exchange members may conduct trading in
Municipal Securities on certain days on which the Exchange is closed (e.g., Good
Friday), so that securities of the same type held by Tax Exempt Trust may be
traded, and its net asset value per share may be affected significantly, on such
days when shareholders may not purchase or redeem shares.

Each Trust's Board of Trustees has established procedures to comply with
Rule 2a-7 for the valuation of the Trust's securities which provide that money
market debt securities that had a maturity of less than 397 days are valued at
cost, adjusted for amortization of premiums and accretion of discounts; and
securities (including restricted securities) not having readily-available market
quotations are valued at fair value determined under the Board's procedures. The
Trusts will seek to maintain a net asset value of $1.00 per share for purchases
and redemptions. There can be no assurance that each Trust will do so. Each
Trust operates under Rule 2a-7 under which a Trust may use the amortized cost
method of valuing their shares. The amortized cost method values a security
initially at its cost and thereafter assumes a constant amortization of any
premium or accretion of any discount, regardless of the impact of fluctuating
interest rates on the market value of the security. This method does not take
into account unrealized capital gains or losses.

Each Trust's Board of Trustees has established procedures intended to
stabilize the Trust's net asset value at $1.00 per share. If a Trust's net asset
value per share were to deviate from $1.00 by more than 0.5%, Rule 2a-7 requires
the Board promptly to consider what action, if any, should be taken. If the
Trustees find that the extent of any such deviation may result in material
dilution or other unfair effects on shareholders, the Board will take whatever
steps it considers appropriate to eliminate or reduce such dilution or unfair
effects, including, without limitation, selling portfolio securities prior to
maturity, shortening the average portfolio maturity, withholding or reducing
dividends, reducing the outstanding number of Trust shares without monetary
consideration, or calculating net asset value per share by using available
market quotations.

As long as the Trust use Rule 2a-7, each Trust must abide by certain
conditions described in the Prospectus. Under Rule 2a-7, the maturity of an
instrument is generally considered to be its stated maturity (or in the case of
an instrument called for redemption, the date on which the redemption payment
must be made), with special exceptions for certain variable rate demand and
floating rate instruments. Repurchase agreements and securities loan agreements
are, in general, treated as having a maturity equal to the period scheduled
until repurchase or return, or if subject to demand, equal to the notice period.

While the amortized cost method provides certainty in valuation, there may
be periods during which the value of an instrument, as determined by amortized
cost, is higher or lower than the price the Trust would receive if it sold the
instrument. During periods of declining interest rates, the daily yield on
shares of the Trust may tend to be lower (and net investment income and daily
dividends higher) than market prices or estimates of market prices for its
portfolio. Thus, if the use of amortized cost by the trusts resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in one of
the Trusts would be able to obtain a somewhat higher yield than would result
from investment in a fund utilizing solely market values, and existing investors
in the Trusts would receive less investment income than if the Trust were priced
at market value. Conversely, during periods of rising interest rates, the daily
yield on Trust shares will tend to be higher and its aggregate value lower than
that of a portfolio priced at market value. A prospective investor would receive
a lower yield than from an investment in a portfolio priced at market value,
while existing investors in the Trust would receive more investment income than
if the Trust were priced at market value.

Redemptions. Each Trust's Board of Trustees has the right, in conformity with
the Trust's Declaration of Trust and applicable law, to cause the involuntary
redemption of the shares held in any account if the aggregate net asset value of
such shares is less than $500 or such lesser amount as the Board may decide.
Should the Board elect to exercise this right, it will establish the terms of
any notice of such redemption required to be provided to the shareholder under
the Investment Company Act, including any provision the Board may establish to
enable the shareholder to increase the amount of the investment to avoid
involuntary redemption.

Expedited Redemption Procedures. Under the Expedited Redemption Procedure
available to shareholders of the Trusts, as discussed in the Appendix to the
Prospectus, the wiring of redemption proceeds may be delayed if the Trust's
Custodian bank is not open for business on a day that the Trust would normally
authorize the wire to be made, which is usually the same day for redemptions
prior to 12:00 Noon, and the Trust's next regular business day for redemptions
between 12:00 Noon and the close of The New York Stock Exchange, which is
normally 4:00 P.M., but may be earlier on some days. In those circumstances, the
wire will not be transmitted until the next bank business day on which the Trust
is open for business, and no dividends will be paid on the proceeds of redeemed
shares waiting transfer by wire.

Dividend Reinvestment in Another Fund. Direct shareholders of the Trusts may
elect to reinvest all dividends and/or distributions in Class A shares of any of
the other funds listed below as "Eligible Funds" at net asset value without
sales charge. To elect this option, a shareholder must notify the Transfer Agent
in writing, and either must have an existing account in the fund selected for
reinvestment or must obtain a prospectus for that fund and an application from
the Transfer Agent to establish an account. The investment will be made at the
net asset value per share next determined on the payable date of the dividend or
distribution.

Checkwriting. Checkwriting procedures are described in the Prospectus. By
choosing the Checkwriting privilege, whether done by signing the Account
Application or by completing a Checkwriting card, the individuals signing (1)
represent that they are either the registered owner(s) of the shares of the
Trust, or are an officer, general partner, trustee or other fiduciary or agent,
as applicable, duly authorized to act on behalf of such registered owner(s); (2)
authorize the Trust, its Transfer Agent and any bank through which the Trust's
drafts ("checks") are payable (the "Bank"), to pay all checks drawn on the Trust
account of such person(s) and to effect a redemption of sufficient shares in the
account to cover payment of such checks; (3) specifically acknowledge(s) that if
you choose to permit a single signature on checks drawn against joint accounts,
or accounts for corporations, partnerships, trusts or other entities, the
signature of any one signatory on a check will be sufficient to authorize
payment of that check and redemption from an account even if that account is
registered in the names of more than one person or even if more than one
authorized signature appears on the Checkwriting card or the Application, as
applicable; and (4) understand(s) that the Checkwriting privilege may be
terminated or amended at any time by the Trust and/or the Bank and neither shall
incur any liability for such amendment or termination or for effecting
redemptions to pay checks reasonably believed to be genuine, or for returning or
not paying checks which have not been accepted for any reason.

Exchange of Shares

Eligible Funds. As stated in the Prospectus, shares of the Trust may, under
certain circumstances, be exchanged by direct shareholders for Class A shares of
the following Oppenheimer funds ("Eligible Funds"):

Limited Term New York Municipal Fund
Oppenheimer Bond Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer California Municipal Fund
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund
Oppenheimer Developing Markets Fund
Oppenheimer Disciplined Allocation Fund
Oppenheimer Disciplined Value Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Income Fund
Oppenheimer Florida Municipal Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Insured Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer MidCap Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer New York Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Panorama Series Fund, Inc.
Rochester Fund Municipals

the following "Money Market Funds":

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

Yield Information

Each Trust's current yield is calculated for a seven-day period of time, in
accordance with regulations adopted under the Investment Company Act, as
follows: First, a base period return is calculated for the seven-day period by
determining the net change in the value of a hypothetical pre-existing account
having one share at the beginning of the seven-day period. The change includes
dividends declared on the original share and dividends declared on any shares
purchased with dividends on that share, but such dividends are adjusted to
exclude any realized or unrealized capital gains or losses affecting the
dividends declared. Next, the base period return is multiplied by 365/7 to
obtain the current yield to the nearest hundredth of one percent. The compounded
effective yield for a seven-day period is calculated by (a) adding 1 to the base
period return (obtained as described above), (b) raising the sum to a power
equal to 365 divided by 7 and (c) subtracting 1 from the result. For the seven
day period ended June 30, 1998, the "current yield" for each Money Market Trust,
Tax Exempt Trust and Government Trust was 4.99% 2.95% and 4.81%, respectively.
The seven-day compounded effective yield for that period was 5.11%, 3.00% and
4.93%, respectively.

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

Tax Exempt Trust's "tax equivalent yield" adjusts Tax Exempt Trust's
current yield, as calculated above, by a stated Federal tax rate. The tax
equivalent yield is computed by dividing the tax-exempt portion of the Trust's
current yield by one minus a stated income tax rate and adding the result to the
portion (if any) of the Trust's current yield that is not tax-exempt. The tax
equivalent yield may be compounded as described above to provide a compounded
effective tax equivalent yield. The tax equivalent yield may be used to compare
the tax effects of income derived from the Trust with income from taxable
investments at the tax rates stated. Exhibit D, which is applicable only to Tax
Exempt Trust, includes a tax equivalent yield table, based on various effective
tax brackets for individual taxpayers. Such tax brackets are determined by a
taxpayer's Federal taxable income (the net amount subject to Federal income tax
after deductions and exemptions). The tax equivalent yield table assumes that
the investor is taxed at the highest bracket, regardless of whether a switch to
non-taxable investments would cause a lower bracket to apply and that state
income tax payments are fully deductible for income tax purposes. For taxpayers
with income above certain levels, otherwise allowable itemized deductions are
limited. The Tax Exempt Trust's tax equivalent yield for the seven-day period
ended June 30, 1998 was 2.95%. Its tax-equivalent compounded effective yield for
the same period was 3.00% for an investor in the highest Federal tax bracket.

Yield information may be useful to investors in reviewing each Trust's
performance. A Trust may make comparisons between its yield and that of other
investments, by citing various indices such as The Bank Rate Monitor National
Index (provided by Bank Rate Monitor TM), which measures the average rate paid
on bank money market accounts, NOW accounts and certificates of deposit by the
100 largest banks and thrift institutions in the top ten metropolitan areas.
However, a number of factors should be considered before using yield information
as a basis for comparison with other investments. An investment in a Trust is
not insured. Its yield is not guaranteed and normally will fluctuate on a daily
basis. The yield for any given past period is not an indication or
representation by the Trust of future yields or rates of return on its shares.
Each Trust's yield is affected by portfolio quality, portfolio maturity, type of
instruments held and operating expenses. When comparing a Trust's yield with
that of other investments, investors should understand that certain other
investment alternatives such as certificates of deposit, U.S. Government
Securities, money market instruments or bank accounts may provide fixed yields
or yields that may vary above a stated minimum, and also that bank accounts may
be insured. Certain types of bank accounts may not pay interest when the balance
falls below a specified level and may limit the number of withdrawals by check
per month. In order to compare the Tax Exempt Trust's dividends to the rate of
return on taxable investments, Federal income taxes on such investments should
be considered.

Additional Information

Description of the Trusts. Each Trust's Declaration of Trust contains an express
disclaimer of shareholder and Trustee liability for the Trust's obligations, and
provides for indemnification and reimbursement of expenses out of its property
for any shareholder held personally liable for its obligations. Each Declaration
of Trust also provides that the Trust shall, upon request, assume a defense of
any claim made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon. Thus, while Massachusetts law permits a
shareholder of a trust (such as each Trust) to be held personally liable as a
"partner" for the Trust's obligations under certain circumstances, the risk of a
Trust shareholder incurring any financial loss on account of shareholder
liability is highly unlikely and is limited to the relatively remote
circumstance in which the Trust would be unable to meet its obligations
described above. Any person doing business with the Trust, and any shareholder
of the Trust, agrees under the Trust's Declaration of Trust to look solely to
the assets of the Trust for satisfaction of any claim or demand which may arise
out of any dealings with the Trust, and the Trustees shall have no personal
liability to any such person, to the extent permitted by law.

It is not contemplated that regular annual meetings of shareholders will be
held. A Trust will hold meetings when required to do so by the Investment
Company Act or other applicable law, or when a shareholder meeting is called by
the Trustees. Shareholders have the right, upon the declaration in writing or
vote of two-thirds of the outstanding shares of the Trust, to remove a Trustee.
The Trustees will call a meeting of shareholders to vote on the removal of a
Trustee upon the written request of the shareholders of 10% of its outstanding
shares. In addition, if the Trustees receive a request from at least 10
shareholders (who have been shareholders for at least six months) holding in the
aggregate shares of the Trust valued at $25,000 or more or holding 1% or more of
the Trust's outstanding shares, whichever is less, that they wish to communicate
with other shareholders to request a meeting to remove a Trustee, the Trustees
will then either make the Trust's shareholder list available to the applicants
or mail their communication to all other shareholders at the applicants'
expense, or the Trustees may take such other action as set forth in Section
16(c) of the Investment Company Act.

Tax Status of the Trust's Dividends and Distributions. The Federal tax treatment
of the Trust's dividends and distributions to shareholders is explained in the
Appendix to the Prospectus under the caption "Dividends, Distributions and
Taxes." Under the Internal Revenue Code, each Trust must distribute by December
31 each year 98% of its taxable investment income earned from January 1 through
December 31 of that year and 98% of its capital gains realized from the prior
November 1 through October 31 of that year or else pay an excise tax on the
amounts not distributed. While it is presently anticipated that each Trust's
distributions will meet those requirements, a Trust's Board and the Manager
might determine in a particular year that it is in the best interest of the
Trust's shareholders not to distribute income or capital gains at the mandated
levels and to pay the excise tax on the undistributed amounts.

The Custodian and the Transfer Agent. The Custodian's responsibilities include
safeguarding and controlling the Trusts' portfolio securities and handling the
delivery of portfolio securities to and from the Trusts. The Manager has
represented to the Trusts that its banking relationships with the Custodian have
been and will continue to be unrelated to and unaffected by the relationships
between the Trusts and the Custodian. It will be the practice of the Trusts to
deal with the Custodian in a manner uninfluenced by any banking relationship the
Custodian may have with the Manager or its affiliates. Shareholder Services,
Inc., the Transfer Agent, is responsible for maintaining each Trust's
shareholder registry and shareholder accounting records, and for shareholder
servicing and administrative functions.

General Distributor's Agreement. Under the General Distributor's Agreement
between each Trust and the Distributor, the Distributor acts as each Trust's
principal underwriter in the continuous public offering of its shares but is not
obligated to sell a specific number of shares. Expenses normally attributable to
sales (other than those paid under the General Distributor's Agreement and the
Service Plan), including advertising and the cost of printing and mailing
prospectuses other than those furnished to existing shareholders, are borne by
the Distributor.

Independent Auditors and Financial Statements. The independent auditors of the
Trusts examine the Trusts' financial statements and perform other related audit
services. They also act as auditors for the Manager and for OFI, the Manager's
immediate parent, as well as for certain other funds advised by the Manager and
OFI.

A-3
<PAGE>

INDEPENDENT AUDITORS' REPORT
Centennial Government Trust

The Board of Trustees and Shareholders of Centennial Government Trust:

We have audited the accompanying statement of assets and liabilities, including
the statement of investments, of Centennial Government Trust as of June 30,
1998, the related statement of operations for the year then ended, the
statements of changes in net assets for the years ended June 30, 1998 and 1997,
and the financial highlights for the period July 1, 1993 to June 30, 1998. 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 at June 30,
1998 by correspondence with the custodian. 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
audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Centennial
Government Trust at June 30, 1998, the results of its operations, the changes in
its net assets, and the financial highlights for the respective stated periods,
in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

Denver, Colorado
July 22, 1998
<PAGE>

STATEMENT OF INVESTMENTS June 30, 1998
Centennial Government Trust

<TABLE>
<CAPTION>
Face Value
Amount See Note 1
----------- -----------
<S> <C> <C>
U.S. GOVERNMENT AGENCIES--80.9%
Federal Farm Credit Bank:
5.432%, 7/1/98(1) ..................$10,000,000 $ 9,998,140
5.455%, 7/1/98(1) .................. 15,500,000 15,494,484
5.54%, 8/25/98(1) .................. 10,000,000 9,996,792
Federal Home Loan Bank:
5.40%, 8/3/98 ...................... 25,000,000 24,989,687
5.426%, 7/6/98-7/23/98(1) .......... 15,000,000 14,998,914
5.432%, 7/17/98(1) ................. 10,000,000 9,999,093
5.481%, 8/26/98-9/10/98(1) ......... 25,000,000 24,985,207
5.566%, 7/1/98(1) .................. 10,000,000 9,995,871
5.579%, 1/27/99 .................... 5,000,000 5,000,000
5.605%, 1/29/99 .................... 5,000,000 5,000,000
5.72%, 7/7/98 ...................... 15,000,000 15,000,355
5.765%, 7/8/98 ..................... 15,000,000 15,000,233
Federal Home Loan Mortgage Corp.:
5.35%, 9/4/98 ...................... 19,922,000 19,728,559
5.40%, 7/30/98-8/3/98 .............. 54,540,000 54,284,427
5.405%, 7/31/98 .................... 22,570,000 22,468,341
5.41%, 8/11/98 ..................... 10,000,000 9,938,386
5.42%, 7/15/98-9/25/98 ............. 42,500,000 42,078,067
5.43%, 9/10/98 ..................... 10,000,000 9,892,928
5.435%, 9/8/98 ..................... 30,000,000 29,686,912
5.45%, 8/31/98 ..................... 10,000,000 9,907,568
5.50%, 9/22/98 ..................... 15,000,000 14,993,005
13%, 8/4/98 ........................ 20,000,000 20,129,582
Federal National Mortgage Assn.:
4.875%, 10/15/98 ................... 8,500,000 8,480,911
5.05%, 11/10/98 .................... 5,000,000 4,988,452
5.35%, 8/12/98 ..................... 10,000,000 9,995,477
5.37%, 8/12/98 ..................... 15,000,000 14,994,617
5.39%, 7/24/98 ..................... 29,000,000 28,900,135
5.40%, 8/24/98 ..................... 24,375,000 24,177,239
5.41%, 8/27/98 ..................... 15,000,000 14,871,513
5.42%, 7/27/98 ..................... 15,000,000 14,941,283
5.43%, 9/21/98 ..................... 10,000,000 9,876,317
5.435%, 9/25/98 .................... 10,000,000 9,870,164
5.438%, 7/1/98(1) .................. 10,000,000 9,999,075
5.521%, 9/3/98(1) .................. 25,000,000 24,981,098
5.55%, 9/8/98 ...................... 10,000,000 9,997,342
5.601%, 7/9/98(1) .................. 10,000,000 9,996,910
7%, 7/13/98 ........................ 20,000,000 20,008,621
</TABLE>

<PAGE>

STATEMENT OF INVESTMENTS (Continued)
Centennial Government Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ ------------
<S> <C> <C>
U.S. GOVERNMENT AGENCIES (Continued)
Overseas Private Investment Corp.:
5.725%, 7/20/98(1)(3) ............................................................ $ 3,777,655 $ 3,818,274
5.75%, 7/20/98(1)(3) ............................................................. 4,500,000 4,523,138
Student Loan Marketing Assn.:
5.321%, 8/11/98(1) ............................................................... 26,000,000 25,970,999
5.331%, 8/21/98(1) ............................................................... 5,000,000 4,994,452
5.341%, 8/11/98(1) ............................................................... 16,900,000 16,878,750
5.381%, 8/7/98(1) ................................................................ 10,000,000 9,992,857
5.431%, 8/20/98(1) ............................................................... 8,000,000 7,996,529
5.571%, 7/1/98(1) ................................................................ 5,000,000 4,998,551
5.631%, 7/28/98(1) ............................................................... 10,000,000 9,999,055
guaranteeing commercial paper of:
Kirksville College of Osteopathic Medicine, Inc., Education Loan Revenue Nts.,
Series A, 5.48%, 8/5/98 ...................................................... 10,167,000 10,112,832
NEBHELP, Inc.:
5.49%, 7/15/98(2) ............................................................ 25,000,000 24,946,625
5.51%, 7/23/98-7/24/98(2) .................................................... 35,319,000 35,196,440
5.53%, 7/10/98(2) ............................................................ 26,000,000 25,964,055
5.54%, 7/27/98(2) ............................................................ 49,000,000 48,803,946
New Hampshire Higher Education Loan Corp., Commercial Paper Nts.,
Series 1995A, 5.48%, 7/29/98-8/3/98 .......................................... 58,777,000 58,509,042
USA Group Secondary Market Services, Inc., Education Loan Revenue Nts.,
Series A, 5.48%, 7/17/98 ..................................................... 13,800,000 13,766,389
------------
Total U.S. Government Agencies ..................................................... 916,117,639
------------
U.S. GOVERNMENT OBLIGATIONS--0.9%
U.S. Treasury Bills, 5.06%, 11/12/98 ............................................... 10,000,000 9,812,214
------------
</TABLE>

<PAGE>

STATEMENT OF INVESTMENTS (Continued)
Centennial Government Trust

<TABLE>
<CAPTION>
Face Value
Amount See Note 1
------------ --------------
<S> <C> <C>
REPURCHASE AGREEMENTS--17.7%
Repurchase agreement with PaineWebber, Inc., 6.10%, dated 6/30/98, to be
repurchased at $201,034,058 on 7/1/98, collateralized by Government National
Mortgage Assn. Participation Nts., 6.50%-7.50%, 1/15/23-1/15/28, with a value of
$128,334,275, and Federal National Mortgage Assn. Participation Nts.,
6.50%-7.50%, 8/1/11-2/1/28,
with a value of $77,014,649..........................................................$201,000,000 $ 201,000,000
--------------
Total Investments, at Value.......................................................... 99.5% 1,126,929,853
--------------
Other Assets Net of Liabilities...................................................... 0.5 5,413,822
----- --------------
Net Assets........................................................................... 100.0% $1,132,343,675
===== ==============
</TABLE>

Short-term notes are generally traded on a discount basis; the interest rate is
the discount rate received by the Trust at the time of purchase. Other
securities normally bear the interest at the rates shown.

1. Floating or variable rate obligation. The interest rate, which is based on
specific, or an index of, market interest rates, is subject to change
periodically and is the effective rate on June 30, 1998. This instrument may
also have a demand feature which allows, on up to 30 days' notice, the recovery
of principal at any time, or at specified intervals not exceeding one year.
Maturity date shown represents effective maturity based on variable rate and, if
applicable, demand feature.

2. Security issued in an exempt transaction without registration under the
Securities Act of 1933. Such securities amount to $134,911,066, or 11.91% of the
Trust's net assets, and have been determined to be liquid pursuant to guidelines
adopted by the Board of Trustees.

3. Represents a restricted security which is considered illiquid, by virtue of
the absence of a readily available market or because of legal or contractual
restrictions on resale. Such securities amount to $8,341,412, or 0.74% of the
Trust's net assets. The Trust may not invest more than 10% of its net assets
(determined at the time of purchase) in illiquid securities.

See accompanying Notes to Financial Statements.

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES June 30, 1998
Centennial Government Trust

<TABLE>
<S> <C>
ASSETS
Investments, at value (including repurchase agreements of $201,000,000)--
see accompanying statement.................................................. $1,126,929,853
Cash.......................................................................... 1,066,180
Receivables:
Shares of beneficial interest sold.......................................... 11,588,659
Interest.................................................................... 6,671,149
Other......................................................................... 85,160
--------------
Total assets.............................................................. 1,146,341,001
--------------

LIABILITIES Payables and other liabilities:
Shares of beneficial interest redeemed...................................... 11,871,996
Dividends................................................................... 1,770,196
Transfer and shareholder servicing agent fees............................... 120,402
Service plan fees........................................................... 93,894
Other....................................................................... 140,838
--------------
Total liabilities....................................................... 13,997,326
--------------

NET ASSETS.................................................................... $1,132,343,675
==============

COMPOSITION OF NET ASSETS
Paid-in capital............................................................... $1,133,026,611
Accumulated net realized loss on investment transactions...................... (682,936)
--------------

NET ASSETS--applicable to 1,133,026,611 shares of beneficial
interest outstanding........................................................ $1,132,343,675
==============

NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE................ $1.00
</TABLE>

See accompanying Notes to Financial Statements.

<PAGE>

STATEMENT OF OPERATIONS For the Year Ended June 30, 1998
Centennial Government Trust

<TABLE>
<S> <C>
INVESTMENT INCOME--Interest ........................... $62,326,374
-----------
EXPENSES
Management fees--Note 3 ............................... 5,092,383
Service plan fees--Note 3 ............................. 2,234,968
Transfer and shareholder servicing agent fees--Note 3.. 703,232
Custodian fees and expenses ........................... 143,155
Shareholder reports ................................... 99,453
Registration and filing fees .......................... 97,299
Legal, auditing and other professional fees ........... 31,404
Trustees' fees and expenses ........................... 18,851
Insurance expenses .................................... 7,225
Other ................................................. 474
-----------
Total expenses ...................................... 8,428,444
-----------
NET INVESTMENT INCOME ................................. 53,897,930
-----------
NET REALIZED GAIN ON INVESTMENTS ...................... 59,323
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS... $53,957,253
===========
=======================================================================
</TABLE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Year Ended June 30,
--------------------------------------
1998 1997
--------------- ---------------
<S> <C> <C>
OPERATIONS
Net investment income ....................................... $ 53,897,930 $ 47,945,569
Net realized gain (loss) .................................... 59,323 (5,032)
--------------- ---------------
Net increase in net assets resulting from operations ........ 53,957,253 47,940,537
--------------- ---------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS ................. (53,897,930) (47,945,569)
--------------- ---------------
BENEFICIAL INTEREST TRANSACTIONS
Net increase in net assets resulting from beneficial interest
transactions--Note 2 .................................... 104,848,437 84,955,146
--------------- ---------------
NET ASSETS
Total increase .............................................. 104,907,760 84,950,114
Beginning of period ......................................... 1,027,435,915 942,485,801
--------------- ---------------
End of period ............................................... $ 1,132,343,675 $ 1,027,435,915
=============== ===============
</TABLE>

See accompanying Notes to Financial Statements.

<PAGE>

FINANCIAL HIGHLIGHTS
Centennial Government Trust

<TABLE>
<CAPTION>
Year Ended June 30,
------------------------------------------------------------------------------
1998 1997 1996 1995 1994
--------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA
Net asset value, beginning of period ...... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment operations--
net investment income and net
realized gain ......................... .05 .05 .05 .05 .03
Dividends and distributions to shareholders (.05) (.05) (.05) (.05) (.03)
--------- --------- -------- -------- --------
Net asset value, end of period ............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ======== ======== ========

TOTAL RETURN(1) ........................... 4.93% 4.75% 4.91% 4.93% 2.84%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) ... $ 1,132 $ 1,027 $ 942 $ 893 $ 613
Average net assets (in millions) .......... $ 1,117 $ 1,032 $ 962 $ 719 $ 665

RATIOS TO AVERAGE NET ASSETS
Net investment income ..................... 4.82% 4.65% 4.83% 4.81% 2.79%
Expenses .................................. 0.75% 0.76% 0.77% 0.80% 0.79%
</TABLE>

1. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns reflect
changes in net investment income only.

See accompanying Notes to Financial Statements.

<PAGE>

NOTES TO FINANCIAL STATEMENTS
Centennial Government Trust

1. SIGNIFICANT ACCOUNTING POLICIES

Centennial Government Trust (the Trust) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Trust's investment objective is to seek a high level of
current income consistent with preservation of capital and the maintenance of
liquidity, through investment in a diversified portfolio of short-term debt
instruments issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. The Trust's investment advisor is Centennial Asset Management
Corporation (the Manager), a subsidiary of OppenheimerFunds, Inc. (OFI). The
following is a summary of significant accounting policies consistently followed
by the Trust.

Investment Valuation. Portfolio securities are valued on the basis of amortized
cost, which approximates market value.

Repurchase Agreements. The Trust requires the custodian to take possession, to
have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to be at least 102% of the resale price at the time of purchase. If the seller
of the agreement defaults and the value of the collateral declines, or if the
seller enters an insolvency proceeding, realization of the value of the
collateral by the Trust may be delayed or limited.

Federal Taxes. The Trust intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required. At June 30, 1998, the Trust had
available for federal income tax purposes an unused capital loss carryover of
approximately $737,000, which expires between 2003 and 2005.

Distributions to Shareholders. The Trust intends to declare dividends from net
investment income each day the New York Stock Exchange is open for business and
pay such dividends monthly. To effect its policy of maintaining a net asset
value of $1.00 per share, the Trust may withhold dividends or make distributions
of net realized gains.

Other. Investment transactions are accounted for on the date the investments are
purchased or sold (trade date). Realized gains and losses on investments are
determined on an identified cost basis, which is the same basis used for federal
income tax purposes.

The preparation of financial statements in conformity with generally accepted
accounting principles 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 income and expenses during the reporting period. Actual
results could differ from those estimates.

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)
Centennial Government Trust

2. SHARES OF BENEFICIAL INTEREST

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

<TABLE>
<CAPTION>
Year Ended June 30, 1998 Year Ended June 30, 1997
-------------------------------------- --------------------------------------
Shares Amount Shares Amount
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Sold ...................... 3,253,572,215 $ 3,253,572,215 2,931,272,745 $ 2,931,272,745

Dividends and distributions
reinvested .............. 52,695,140 52,695,140 46,820,017 46,820,017

Redeemed .................. (3,201,418,918) (3,201,418,918) (2,893,137,616) (2,893,137,616)
--------------- --------------- --------------- ---------------

Net increase .............. 104,848,437 $ 104,848,437 84,955,146 $ 84,955,146
=============== =============== =============== ===============
</TABLE>

3. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Trust which provides for a fee of 0.50% of the first
$250 million of net assets; 0.475% of the next $250 million of net assets; 0.45%
of the next $250 million of net assets; 0.425% of the next $250 million of net
assets; and 0.40% on net assets in excess of $1 billion. The Manager has agreed
to reimburse the Trust if aggregate expenses (with specified exceptions) exceed
the lesser of 1.50% of the first $30 million of average annual net assets of the
Trust, plus 1% of average annual net assets in excess of $30 million; or 25% of
the total annual investment income of the Trust.

Shareholder Services, Inc. (SSI), a subsidiary of OFI, is the transfer and
shareholder servicing agent for the Trust and for other registered investment
companies. SSI's total costs of providing such services are allocated ratably to
these companies.

Under an approved plan of distribution, the Trust may expend up to 0.20% of its
net assets annually to reimburse certain securities dealers and other financial
institutions and organizations for costs incurred in distributing Trust shares.
During the year ended June 30, 1998, the Trust paid $56,240 to a broker/dealer
affiliated with the Manager as reimbursement for distribution-related expenses.

<PAGE>

Exhibit A

DESCRIPTION OF SECURITIES RATINGS

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

Short Term Debt Ratings.

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

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

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

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

MIG1/VMIG1: Best quality. There is present strong protection by established cash
flows, liquidity support or demonstrated broadbased access to the market for
refinancing.

MIG2/VMIG2: High quality. Margins of protection are ample although not so large
as in the preceding group.

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

A-1: Strong capacity for timely payment. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation.
A-2: Satisfactory capacity for timely payment. However, the relative degree of
safetas for issues designated "A-1".

S&P's ratings for Municipal Notes due in three years or less are:

SP-1: Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

SP-2: Satisfactory capacity to pay principal and interest.

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

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

F-1+: Exceptionally strong credit quality; the strongest degree of assurance for
timely payment.

F-1: Very strong credit quality; assurance of timely payment is only slightly
less in degree than issues rated "F-1+".

F-2: Good credit quality; satisfactory degree of assurance for timely payment,
but the margin of safety is not as great as for issues assigned "F-1+" or
"F-1" ratings.

Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for commercial
paper (defined by Duff & Phelps as obligations with maturities, when issued, of
under one year), asset-backed commercial paper, and certificates of deposit (the
ratings cover all obligations of the institution with maturities, when issued,
of under one year, including bankers' acceptance and letters of credit):

Duff 1+: Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative
sources of funds, is outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.

Duff 1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk
factors are minor.

Duff 1-: High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very
small.

Duff 2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge
total financing requirements, access to capital markets is good. Risk
factors are small.

Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply to
commercial paper, certificates of deposit, unsecured notes, and other securities
having a maturity of one year or less.

TBW-1: The highest category; indicates the degree of safety regarding timely
repayment of principal and interest is very strong.

TBW-2: The second highest rating category; while the degree of safety
regarding timely repayment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated "TBW-1".

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

Moody's: Bonds (including municipal bonds) are rated as follows:

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

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

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

Standard & Poor's: Bonds (including municipal bonds) are rated as follows:

AAA: The highest rating assigned by S&P. Capacity to pay interest and repay
principal is extremely strong.

AA: A strong capacity to pay interest and repay principal and differ from "AAA"
rated issues only in small degree.

Duff & Phelps:

AAA: The highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA: High credit quality. Protection factors are strong. Risk is modest but may
vary slightly from time to time because of economic conditions. Plus (+) and
minus (-) signs are used in the "AA" category to indicate the relative position
of a credit within that category.

TBW: TBW issues the following ratings for companies. These ratings assess the
likelihood of receiving payment of principal and interest on a timely basis and
incorporate TBW's opinion as to the vulnerability of the company to adverse
developments, which may impact the market's perception of the company, thereby
affecting the marketability of its securities.

A: Possesses an exceptionally strong balance sheet and earnings record,
translating into an excellent reputation and unquestioned access to its
natural money markets. If weakness or vulnerability exists in any aspect
of the company's business, it is entirely mitigated by the strengths of
the organization.

A/B: The company is financially very solid with a favorable track record and no
readily apparent weakness. Its overall risk profile, while low, is not
quite as favorable as for companies in the highest rating category.

A-27

<PAGE>

Exhibit B

CORPORATE INDUSTRY CLASSIFICATIONS

Aerospace/Defense
Air Transportation
Asset-Backed
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental

Food
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Information Technology
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking
Wireless Services

A-28

<PAGE>

Exhibit C

AUTOMATIC WITHDRAWAL PLAN PROVISIONS

By requesting an Automatic Withdrawal Plan, the shareholder agrees to the terms
and conditions applicable to such plans, as stated below and elsewhere in the
Application for such Plans, and the Prospectus and this Statement of Additional
Information as they may be amended from time to time by the Trust and/or the
Distributor. When adopted, such amendments will automatically apply to existing
Plans.

Trust shares will be redeemed as necessary to meet withdrawal payments.
Shares acquired without a sales charge will be redeemed first and thereafter
shares acquired with reinvested dividends and distributions followed by shares
acquired with a sales charge will be redeemed to the extent necessary to make
withdrawal payments. Depending upon the amount withdrawn, the investor's
principal may be depleted. Payments made to shareholders under such plans should
not be considered as a yield or income on investment. Purchases of additional
shares concurrently with withdrawals are undesirable because of sales charges on
purchases when made. Accordingly, a shareholder may not maintain an Automatic
Withdrawal Plan while simultaneously making regular purchases.

1. Shareholder Services, Inc., the Transfer Agent of the Trust, will
administer the Automatic Withdrawal Plan (the "Plan") as agent for the person
(the "Planholder") who executed the Plan authorization and application submitted
to the Transfer Agent.

2. Certificates will not be issued for shares of the Trust purchased for and
held under the Plan, but the Transfer Agent will credit all such shares to the
account of the Planholder on the records of the Trust. Any share certificates
now held by the Planholder may be surrendered unendorsed to the Transfer Agent
with the Plan application so that the shares represented by the certificate may
be held under the Plan. Those shares will be carried on the Planholder's Plan
Statement.

3. Distributions of capital gains must be reinvested in shares of the
Trust, which will be done at net asset value without a sales charge. Dividends
may be paid in cash or reinvested.

4. Redemptions of shares in connection with disbursement payments will be
made at the net asset value per share determined on the redemption date.

5. Checks or ACH payments will be transmitted three business days prior to
the date selected for receipt of the monthly or quarterly payment (the date of
receipt is approximate), according to the choice specified in writing by the
Planholder.

6. The amount and the interval of disbursement payments and the address to
which checks are to be mailed may be changed at any time by the Planholder on
written notification to the Transfer Agent. The Planholder should allow at least
two weeks' time in mailing such notification before the requested change can be
put in effect.

7. The Planholder may, at any time, instruct the Transfer Agent by written
notice (in proper form in accordance with the requirements of the then-current
Prospectus of the Trust) to redeem all, or any part of, the shares held under
the Plan. In such case, the Transfer Agent will redeem the number of shares
requested at the net asset value per share in effect in accordance with the
Trust's usual redemption procedures and will mail a check for the proceeds of
such redemption to the Planholder.

8. The Plan may, at any time, be terminated by the Planholder on written
notice to the Transfer Agent, or by the Transfer Agent upon receiving directions
to that effect from the Trust. The Transfer Agent will also terminate the Plan
upon receipt of evidence satisfactory to it of the death or legal incapacity of
the Planholder. Upon termination of the Plan by the Transfer Agent or the Trust,
shares remaining unredeemed will be held in an uncertificated account in the
name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder, his executor or guardian, or as
otherwise appropriate.

9. For purposes of using shares held under the Plan as collateral, the
Planholder may request issuance of a portion of his shares in certificated form.
Upon written request from the Planholder, the Transfer Agent will determine the
number of shares as to which a certificate may be issued, so as not to cause the
withdrawal checks to stop because of exhaustion of uncertificated shares needed
to continue payments. Should such uncertificated shares become exhausted, Plan
withdrawals will terminate.

10. The Transfer Agent shall incur no liability to the Planholder for any
action taken or omitted by the Transfer Agent in good faith.

11. In the event that the Transfer Agent shall cease to act as transfer agent
for the Trust, the Planholder will be deemed to have appointed any successor
transfer agent to act as his agent in administering the Plan.

A-29

<PAGE>

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

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

Transfer Agent and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
1-800-525-9310

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

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

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

PX0170.001.1098