CENTENNIAL NEW YORK TAX EXEMPT TRUST
PRE 14A, 2000-09-20
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                                  SCHEDULE 14A
                   Information Required in Proxy Statement
                                 (Rule 14a-101)
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant                         /X/
Filed by a Party other than the Registrant      /   /

Check the appropriate box:
/X /  Preliminary Proxy Statement
/   / Confidential,  for Use of the  Commission  Only  (as  permitted  by Rule
14a-6(e)(2))
/   / Definitive Proxy Statement
/   / Definitive Additional Materials
/   / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12

                      CENTENNIAL NEW YORK TAX EXEMPT TRUST


               (Name of Registrant as Specified in its Charter)

                                Kathleen T. Ives

                  (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/  /  $125 per Exchange Act Rules 0-11(c)(1)(ii),  14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2)
      or Schedule 14A.
/ / $500 per  each  party  to the  controversy  pursuant  to  Exchange  Act Rule
14a-6(i)(3).  / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1)   Title of each class of securities to which transaction applies:

(2)   Aggregate number of securities to which transaction applies:

(3)   Per unit price or other underlying value of transaction  computed pursuant
      to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
      calculated and state how it was determined):

(4)   Proposed maximum aggregate value of transaction:

(5)   Total fee paid:

/ / Fee paid previously with preliminary materials.
/     / Check box if any part of the fee is offset as provided  by Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.
(1)   Amount Previously Paid:

(2)   Form, Schedule or Registration Statement No.:  Schedule 14A

(3)   Filing Party: Kathleen T. Ives

(4)   Date Filed:  September 20, 2000


780_Sched14A-Pre_0900.doc


<PAGE>



                                           Centennial New York Tax-Exempt Trust
                                       Proxy for Shareholders Meeting To Be Held
                                                  December 15, 2000
 Centennial New York Tax Exempt Trust
 6803 S. Tucson Way                      Your shareholder vote is important!
 Englewood, CO 80112-3924
                                         The    undersigned    shareholder    of
                                         Centennial  New York Tax  Exempt  Trust
                                         (the  "Trust"),   does  hereby  appoint
                                         Brian Wixted,  Robert Bishop, and Scott
                                         Farrar,    and   each   of   them,   as
                                         attorneys-in-fact  and  proxies  of the
                                         undersigned,   with   full   power   of
                                         substitution,  to attend the Meeting of
                                         Shareholders  of the  Trust  to be held
                                         December 15, 2000, at 6803 South Tucson
                                         Way, Englewood, Colorado 80112 at 10:00
                                         A.M,   Mountain   time,   and   at  all
                                         Adjournments  thereof,  and to vote the
                                         shares   held   in  the   name  of  the
                                         undersigned on the record date for said
                                         meeting  for the  election  of Trustees
                                         and on the proposals  specified  below.
                                         Said  attorneys-in-fact  shall  vote in
                                         accordance  with their best judgment as
                                         to any other matter.
                                         Your  prompt  response  can  save  your
                                         Trust money. Please vote, sign and mail
                                         your proxy  ballot  (this  card) in the
                                         enclosed  postage-paid  envelope today,
                                         no matter  how many  shares  you own. A
                                         majority of the Trust's  shares must be
                                         represented  in  person  or  by  proxy.
                                         Please  vote your  proxy so your  Trust
                                         can  avoid  the   expense   of  another
                                         mailing.
 Please mark your proxy  below,  date and sign it, and return it promptly in the
 accompanying  envelope,  which  requires  no  postage  if mailed in the  United
 States.
                                              Keep This Portion for Your Records

                                             Detach and Return this Portion Only
                THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.


<PAGE>



 Centennial New York Tax Exempt Trust

 Proxy solicited on behalf of the Board of Trustees, which recommends a vote FOR
 the  election of all  nominees  for Trustee and FOR each  Proposal  below.  The
 shares  represented hereby will be voted as indicated below or FOR if no choice
 is indicated.

 1.    Election     a)    W.     g) R.  Kalinowski      For All
    of  Trustees       Armstrong                        Withhold All
    (Proposal   No. b) R. Avis    h)    C. Kast         For All Except
    1)              c) G. Bowen   i)    R. Kirchner
    Election of     d) E. Cameron j)    B. Macaskill   To withhold authority  to
                    e) J. Fossel                       vote for any   individual
                    f) S. Freedman  k)  F.W. Marshall  nominees, mark "For All
                                                       Except"    and    write
                                    l) J. Swain        the nominees  letter  on
                                                       the line to     thebelow.
                                                       contrary     at left.

 Vote On Proposals                          For          Against        Abstain
 2.    Ratification   of   selection  of
     Deloitte & Touche LLP as independent auditors (Proposal No.
     2)
 3.    Approval of the  elimination of a
    fundamental  investment  restriction
    of the Trust  limiting  investing in
    unseasoned issuers
       (Proposal No. 3)
 4.    Approval   of    amendments    to
    Certain    Fundamental    investment
    restrictions certain of the Trust
       (Proposal No. 4).
 A.   Amend  the   Trust's   fundamental
      investment      restriction     on
      investments  in  debt   securities
      having  a  maturity  greater  than
      one year
 B.  Amend  the  Trust's   concentration
 policy
 5.     Authorization   to  permit   the
    Trustees to adopt  Amendments to the
    Declaration of Trust
       (Proposal No. 5)

NOTE:  Please sign  exactly as your  name(s)  appears  hereon.  When  signing as
custodian,  attorney, executor,  administrator,  trustee, etc., please give your
full title as such.  All joint owners should sign this proxy.  If the account is
registered in the name of a  corporation,  partnership  or other entity,  a duly
authorized individual must sign on its behalf and give title.


Signature(s)                                          Date

Signature (Joint Owners)                              Date








































780-ProxyBallot-00_Def.doc


<PAGE>


Bridget A. Macaskill
President                                       Centennial New York Tax
Exempt Trust
                                                PO Box 5143
      Denver, CO 80217-5143
                                                800.___.____

                                                October __, 2000

Dear Centennial New York Tax Exempt Trust Shareholder,

      We have  scheduled a  shareholder  meeting on December 15, 2000 for you to
decide  upon some  important  proposals  for the Trust.  Your  ballot card and a
detailed statement of the issues are enclosed with this letter.

      Your Board of Trustees  believes the matters  being  proposed for approval
are in the best  interests of the Trust and its  shareholders  and  recommends a
vote "for" the election of Trustees  and for each  Proposal.  Regardless  of the
number of shares you own, it is important  that your shares be  represented  and
voted.  So we urge you to consider  these  issues  carefully  and make your vote
count.

How do you vote?

      To cast your vote,  simply mark,  sign and date the enclosed  proxy ballot
and return it in the postage-paid envelope today.  Remember, it can be expensive
for the Trust--and ultimately for you as a shareholder--to remail ballots if not
enough responses are received to conduct the meeting.

What are the issues?

o  Election  of  Trustees.  You are being  asked to  consider  and  approve  the
   election  of twelve  Trustees.  You will  find  detailed  information  on the
   Trustees in the enclosed proxy statement.

o  Ratification of Auditors.  The Board is asking you to ratify the selection of
   Deloitte  &  Touche  LLP as  independent  certified  public  accountants  and
   auditors of the Trust for the current fiscal year.

o     Approval of Elimination of Certain Fundamental Investment
   Restrictions.  Your approval is requested to eliminate certain fundamental
   investment restrictions of the Trust.

o     Approval of Amendments to Certain Fundamental Investment Restrictions.
   Your approval is requested to amend certain fundamental investment
   restrictions of the Trust.

o     Authorize the Trustees to Amend the Declaration of Trust.

      Please read the enclosed  proxy  statement  for complete  details on these
proposals.  Of course, if you have any questions,  please contact your financial
advisor, or call us at 1-800-XXX-XXXX.  As always, we appreciate your confidence
in Centennial New York Tax Exempt Trust and look forward to serving you for many
years to come.

                                          Sincerely,

                                          Bridget A. Macaskill's signature


Enclosures

XP0780.003.1000


<PAGE>


                      CENTENNIAL NEW YORK TAX EXEMPT TRUST

                  6803 South Tucson Way, Englewood, CO  80112

                 Notice Of Meeting Of Shareholders To Be Held

                                December 15, 2000

To The Shareholders of Centennial New York Tax Exempt Trust:

Notice is hereby given that a Meeting of the  Shareholders  (the  "Meeting")  of
Centennial New York Tax Exempt Trust (the  "Trust"),  will be held at 6803 South
Tucson Way,  Englewood,  Colorado,  80112,  at 10:00  A.M.,  Mountain  time,  on
December 15, 2000.

During  the  Meeting,  shareholders  of the  Trust  will  vote on the  following
proposals:

1.    To elect a Board of Trustees;

2.    To ratify the  selection  of  Deloitte  & Touche LLP as the  independent
   auditor for the Trust for the fiscal year beginning on July 1, 2000;

3.    To approve the elimination of one fundamental  investment restriction of
   the Trust;

      4. To approve amendments to certain fundamental investment  restrictions
         of the Trust;

      5. To  authorize  the  Trustees  to adopt an  Amendment  to the  Trust's
         Declaration of Trust; and

6.    To  transact  such  other  business  as may  properly  come  before  the
         Meeting, or any adjournments thereof.

Shareholders  of record at the close of  business on  September  27,  2000,  are
entitled to vote at the Meeting.  The Proposals are more fully  discussed in the
Proxy Statement.  Please read it carefully before telling us, through your proxy
or in person, how you wish your shares to be voted. The Board of Trustees of the
Trust recommends a vote to elect each of the nominees as Trustee and in favor of
each  Proposal.  WE URGE YOU TO MARK,  SIGN,  DATE AND MAIL THE  ENCLOSED  PROXY
PROMPTLY.

By Order of the Board of Trustees,

Andrew J. Donohue,
Vice President & Secretary
October 13,  2000


<PAGE>



PLEASE RETURN YOUR PROXY CARD  PROMPTLY.  YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN.



780



<PAGE>


                                TABLE OF CONTENTS

Proxy Statement                                                   Page

Questions and Answers

Proposal 1: To elect a Board of Trustees

Proposal    2:  To  ratify  the  selection  of  Deloitte  &  Touche  LLP  as the
            independent  auditor  for the  Trust  for the  current  fiscal  year
            beginning July 1, 2000

Proposal 3 and 4: Approval of Changes to Certain  Fundamental  Policies of the
            Trust Introduction to Proposals 3 and 4

Proposal 3: To  approve  the   elimination  of  one   fundamental   investment
            restriction of the Trust

Proposal 4: To   approve   amendments   to  certain   fundamental   investment
            restrictions of the Trust

Proposal 5: To  authorize  the  Trustees to adopt an  Amendment to the Trust's
            Declaration of Trust

Exhibit A:        Amendment to the Declaration of Trust







<PAGE>


                      CENTENNIAL NEW YORK TAX EXEMPT TRUST
                                 PROXY STATEMENT

QUESTIONS AND ANSWERS

Q.    Who is Asking for My Vote?

A.          The Trustees of  Centennial  New York Tax Exempt Trust (the "Trust")
            have asked that you vote on several  matters at the Special  Meeting
            of Shareholders to be held on December 15, 2000.

Q.    Who is Eligible to Vote?

A.          Shareholders  of record at the close of  business on  September  27,
            2000 are entitled to vote at the Meeting or any  adjourned  meeting.
            Shareholders are entitled to cast one vote for each matter presented
            at the  Meeting.  The  Notice  of  Meeting,  proxy  card  and  proxy
            statement were mailed to  shareholders of record on or about October
            13, 2000.

Q.    On What Matters Am I Being Asked to Vote?

A.    You are being asked to vote on the following proposals:

1.    To elect a Board of Trustees;

2.    To ratify the  selection  of  Deloitte  & Touche LLP as the  independent
               auditor for the Trust;

3.    To eliminate one fundamental investment restriction of the Trust;

4.    To amend certain fundamental investment restrictions of the Trust, and

5.    To authorize  the Trustees to adopt an Amendment to the  Declaration  of
               Trust.

Q.    How do the Trustees Recommend that I Vote?

A.    The Trustees unanimously recommend that you vote:

1.    FOR election of all nominees as Trustees;

2.    FOR  ratification  of the  selection  of  Deloitte  & Touche  LLP as the
               independent auditor for the Trust;

3.    FOR  the  elimination  of  one  of the  Trust's  fundamental  investment
               restriction proposed to be eliminated;

4.    FOR amendments to certain  fundamental  investment  restrictions  of the
               Trust proposed for amendment; and

5.    FOR  authorization  of  the  Trustees  to  adopt  an  Amendment  to  the
               Declaration of Trust.

      Q.    How Can I Vote?

A.    You can vote in two (2) different ways:

o By mail, with the enclosed ballot o In person at the Meeting.

               Whichever  method you  choose,  please  take the time to read the
               full text of the proxy statement before you vote.

Q.    How Will My Vote Be Recorded?

A.          Proxy cards that are properly signed, dated and received at or prior
            to the Meeting will be voted as specified. If you specify a vote for
            any of the proposals,  your proxy will be voted as indicated. If you
            sign and date the proxy  card,  but do not specify a vote for one or
            more of the  proposals,  your  shares  will be voted in favor of the
            Trustees' recommendations.

Q.    How Can I Revoke My Proxy?

A.          You may  revoke  your  proxy  at any  time  before  it is  voted  by
            forwarding a written  revocation or a later-dated  proxy card to the
            Trust that is received at or prior to the Meeting,  or attending the
            Meeting and voting in person.

Q.    How Can I Get More Information About the Trust?

A.    A copy of the  Trust's  annual  report  has  previously  been  mailed to
            Shareholders.  If you would  like to have  copies  of the  Trust's
            most recent annual report sent to you free of charge,  please call
            us  toll-free  at   1.800.525.9310   or  write  to  the  Trust  at
            Shareholder  Services,  Inc.,  P.O.  Box  5143,  Denver,  Colorado
            80217-5143.

      Q.    Whom Do I Call If I Have Questions?

A.    Please call us at 1.800.525.9310


THIS PROXY STATEMENT IS DESIGNED TO FURNISH  SHAREHOLDERS WITH THE INFORMATION
NECESSARY TO VOTE ON THE MATTERS  COMING  BEFORE THE MEETING.  IF YOU HAVE ANY
QUESTIONS, PLEASE CALL US AT 1.800.525. 9310.


<PAGE>


                      CENTENNIAL NEW YORK TAX EXEMPT TRUST
                                 PROXY STATEMENT

                             Meeting of Shareholders
                          To Be Held December 15, 2000

This  statement is  furnished to the  shareholders  of  Centennial  New York Tax
Exempt Trust (the "Trust"),  in connection with the  solicitation by the Trust's
Board of  Trustees  of proxies to be used at a special  meeting of  shareholders
(the "Meeting") to be held at 6803 South Tucson Way, Englewood, Colorado, 80112,
at 10:00 A.M., Mountain time, on December 15, 2000, or any adjournments thereof.
It is expected that the mailing of this Proxy Statement will be made on or about
October 13, 2000.

                              SUMMARY OF PROPOSALS

-------------------------------------------------------------------------------
     Proposal                                          Shareholder Voting
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1.   To Elect a Board of Trustees                      All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2.   To Ratify the  Selection of Deloitte & Touche LLP All
     as  Independent  Auditor  for the  Trust  for the
     fiscal year beginning July 1, 2000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
3.   To approve  the  elimination  of one  fundamental All
     investment  restriction  of  the  Trust  limiting
     investing in unseasoned issuers
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4.   To approve  amendments  to certain of the Trust's All
     fundamental investment restrictions
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
     A.  Investments  in  debt  securities   having  a
          maturity greater than one year
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
     B.     The Trust's concentration policy
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
5.   To  Authorize  the Trustees to adopt an Amendment All
     to the Trust's Declaration of Trust
-------------------------------------------------------------------------------




<PAGE>


                        PROPOSAL 1: ELECTION OF TRUSTEES

      At the  Meeting,  twelve  (12)  Trustees  are to be elected to hold office
until the next  meeting  of  shareholders  called for the  purpose  of  electing
Trustees and until their  successors are duly elected and shall have  qualified.
The persons named as  attorneys-in-fact  in the enclosed  proxy have advised the
Trust that unless a proxy  instructs them to withhold  authority to vote for all
listed nominees or any individual nominee,  all validly executed proxies will be
voted by them for the  election of the  nominees  named below as Trustees of the
Trust. As a Massachusetts business trust, the Trust does not contemplate holding
annual  shareholder  meetings for the purpose of electing  Trustees.  Thus,  the
Trustees  will be  elected  for  indefinite  terms  until a special  shareholder
meeting  is called  for the  purpose  of voting  for  Trustees  and until  their
successors are properly elected and qualified.

      Each of the nominees (except for Messrs. Armstrong, Bowen, Fossel, Cameron
and Marshall)  currently  serves as a Trustee of the Trust.  All of the nominees
have consented to be named as such in this proxy statement and have consented to
serve as Trustees if elected.

      Each nominee indicated below by an asterisk is an "interested  person" (as
that term is defined in the Investment Company Act of 1940,  referred to in this
Proxy  Statement as the "1940 Act") of the Trust due to the positions  indicated
with the Trust's  investment  advisor,  Centennial Asset Management  Corporation
(the "Manager") or its affiliates,  or other positions described. The beneficial
ownership of shares listed below includes voting and investment control,  unless
otherwise  indicated below. All of the Trustees own shares in one or more of the
Denver-based funds in the OppenheimerFunds  family of mutual funds. If a nominee
should  be  unable  to  accept  election,  the  Board of  Trustees  may,  in its
discretion, select another person to fill the vacant position.

Name, Age, Address                     Trust Shares Beneficially Owned as of
And Five-Year Business Experience      September 27, 2000 and % of Class
      Owned

William L. Armstrong (63)                                   0
11 Carriage Lane
Littleton, CO 80121

Chairman of the  following  private  mortgage  banking  companies:  Cherry Creek
Mortgage  Company (since 1991),  Centennial State Mortgage Company (since 1994),
The El Paso Mortgage Company (since 1993),  Transland Financial  Services,  Inc.
(since 1997), and Ambassador  Media  Corporation  (since 1984);  Chairman of the
following private companies: Frontier Real Estate, Inc. (residential real estate
brokerage)  (since 1994),  Frontier Title (title insurance  agency) (since 1995)
and Great Frontier Insurance  (insurance  agency) (since 1995);  Director of the
following public companies:  Storage Technology  Corporation (computer equipment
company) (since 1991), Helmerich & Payne, Inc. (oil and gas  drilling/production
company) (since 1992),  UNUMProvident (insurance company) (since 1991); formerly
Director of the following public companies:  International  Family Entertainment
(television  channel)  (1991 - 1997) and Natec  Resources,  Inc. (air  pollution
control equipment and services company) (1991 - 1995); and formerly U.S. Senator
(January 1979 - January 1991).  Director/trustee  of 14 investment  companies in
the OppenheimerFunds complex.

Name, Age, Address                     Trust Shares Beneficially Owned as of
And Five-Year Business Experience      September 27, 2000 and % of Class Owned

Robert G. Avis (69)*                                        0
10369 Clayton Road
St. Louis, MO 63131

Trustee since 1990.

Director and  President of A.G.  Edwards  Capital,  Inc.  (General  Partner of
private equity funds),  formerly,  until March 2000,  Chairman,  President and
Chief Executive Officer of A.G. Edwards Capital,  Inc.; formerly,  until March
1999,  Vice  Chairman and Director of A.G.  Edwards and Vice  Chairman of A.G.
Edwards & Sons,  Inc. (its brokerage  company  subsidiary);  until March 1999,
Chairman  of  A.G.   Edwards  Trust  Company  and  A.G.E.   Asset   Management
(investment advisor);  until March 2000, a Director of A.G. Edwards & Sons and
A.G.  Edwards Trust Company.  Director/Trustee  of 23 investment  companies of
the OppenheimerFunds complex.

George C. Bowen (63)                                  0
9224 Bauer Ct.
Lone Tree, CO  80124


Formerly (until April 1999) Mr. Bowen held the following positions:  Senior Vice
President   (since   September  1987)  and  Treasurer   (since  March  1985)  of
OppenheimerFunds,  Inc., an investment advisor and the Trust's  Sub-Distributor;
Vice  President   (since  June  1983)  and  Treasurer   (since  March  1985)  of
OppenheimerFunds    Distributor,    Inc.,   a    distributor    subsidiary    of
OppenheimerFunds, Inc.; Vice President (since October 1989) and Treasurer (since
April 1986) of HarbourView Asset Management  Corporation,  an investment advisor
subsidiary of  OppenheimerFunds,  Inc.;  Senior Vice President  (since  February
1992),  Treasurer (since July 1991),  Assistant  Secretary and a director (since
December 1991) of the Manager; President, Treasurer and a director of Centennial
Capital Corporation (since June 1989) an investment advisor;  Vice President and
Treasurer  (since August 1978) and Secretary  (since April 1981) of  Shareholder
Services,  Inc.,  the Trust's  Transfer  Agent;  Vice  President,  Treasurer and
Secretary of Shareholder  Financial  Services,  Inc.  (since  November  1989), a
transfer agent  subsidiary of  OppenheimerFunds,  Inc.;  Assistant  Treasurer of
Oppenheimer  Acquisition  Corp.  (since  March 1998),  OppenheimerFunds,  Inc.'s
parent holding  company;  Treasurer of Oppenheimer  Partnership  Holdings,  Inc.
(since November 1989), a holding company subsidiary of  OppenheimerFunds,  Inc.;
Vice President and Treasurer of Oppenheimer Real Asset  Management,  Inc. (since
July 1996),  an investment  advisor  subsidiary of  OppenheimerFunds,  Inc.; and
Treasurer of  OppenheimerFunds  International  Ltd. and  Oppenheimer  Millennium
Funds plc  (since  October  1997),  offshore  fund  management  subsidiaries  of
OppenheimerFunds,  Inc.  Director/trustee  of 18  investment  companies  in  the
OppenheimerFunds complex.

* Trustee who is an Interested Person of the Trust.


Name, Age, Address                     Trust Shares Beneficially Owned as of
And Five-Year Business Experience      September 27, 2000 and % of Class
      Owned

Edward L. Cameron (61)                                0
Spring Valley Road
Morristown, NJ 07960

Formerly  (from  1974-1999)  a  partner  with   PricewaterhouseCoopers  LLP  (an
accounting firm) and Chairman, Price Waterhouse LLP Global Investment Management
Industry  Services  Group (from  1994-1998).  Director/trustee  of 8  investment
companies in the OppenheimerFunds complex.

Jon S. Fossel (58)                                    0
810 Jack Creek Road
Ennis, MT  59729


Formerly (until October 1996) Chairman and a director of OppenheimerFunds, Inc.,
President and a director of Oppenheimer  Acquisition  Corp.; and President and a
director  of  the  Transfer  Agent  and  Shareholder  Financial  Services,  Inc.
Director/trustee of 21 investment companies in the OppenheimerFunds complex.

Sam Freedman (59)                                     0
4975 Lakeshore Drive
Littleton, CO 80123

Trustee since 1996.

Formerly  (until  October  1994)  Chairman  and  Chief   Executive   Officer  of
OppenheimerFunds  Services;  Chairman, Chief Executive Officer and a director of
the  Transfer  Agent;   Chairman,   Chief  Executive  Officer  and  director  of
Shareholder Financial Services, Inc.; Vice President and director of Oppenheimer
Acquisition Corp.; and a director of OppenheimerFunds,  Inc. Director/Trustee of
23 investment companies in the OppenheimerFunds complex.


Name, Age, Address                     Trust Shares Beneficially Owned as of
And Five-Year Business Experience      September 27, 2000 and % of Class Owned

Raymond J. Kalinowski (71)                            0
44 Portland Drive
St. Louis, MO 63131

Trustee since 1989.

Formerly a director  of Wave  Technologies  International,  Inc.  (a  computer
products training company),  self-employed consultant (securities matters) and
Director/Trustee of 23 investment companies in the OppenheimerFunds complex.

C. Howard Kast (78)                                         0
2552 East Alameda, #30
Denver, CO 80209

Trustee since 1989.

Formerly Managing Partner of Deloitte,  Haskins & Sells (an accounting firm) and
Director/Trustee of 23 investment companies in the OppenheimerFunds complex.

Robert M. Kirchner (78)                               0
7500 E. Arapahoe Road
Suite 250
Englewood, CO 80112

Trustee since 1989.

President of The Kirchner Company (management  consultants) and Director/Trustee
of 23 investment companies in the OppenheimerFunds complex.

Bridget A. Macaskill*(52)
Two World Trade Center
New York, NY 10048

Trustee since 1995

Chairman (since August 2000), Chief Executive Officer (since September 1995) and
a director (since December 1994).of  OppenheimerFunds,  Inc.;  President,  Chief
Executive Officer and a director (since March 2000) of OFI Private  Investments,
Inc., an investment adviser subsidiary of OppenheimerFunds,  Inc; Chairman and a
director of  Shareholder  Services,  Inc.  (since  August 1994) and  Shareholder
Financial Services,  Inc. (since September 1995), transfer agent subsidiaries of
OppenheimerFunds,  Inc;  President  (since September 1995) and a director (since
October 1990) of Oppenheimer Acquisition Corp., OppenheimerFunds,  Inc 's parent
holding company; President (since September 1995) and a director (since November
1989) of Oppenheimer Partnership Holdings, Inc., a holding company subsidiary of
OppenheimerFunds,  Inc;  President  and  a  director  (since  October  1997)  of
OppenheimerFunds  International Ltd., an offshore fund management  subsidiary of
OppenheimerFunds,  Inc and of  Oppenheimer  Millennium  Funds plc; a director of
HarbourView  Asset Management  Corporation  (since July 1991) and of Oppenheimer
Real Asset Management,  Inc. (since July 1996),  investment adviser subsidiaries
of  OppenheimerFunds,  Inc; a director  (since  April 2000) of  OppenheimerFunds
Legacy Program, a charitable trust program established by OppenheimerFunds, Inc;
a director of Prudential  Corporation plc (a U.K.  financial  service  company);
President  and Managing  General  Partner for  Centennial  America  Fund,  L.P.;
formerly President of OppenheimerFunds,  Inc (June 1991 - August 2000) President
and  director/trustee  of 20other investment  companies in the  OppenheimerFunds
complex.
-------------------
* Trustee who is an Interested Person of the Trust.





Name, Age, Address                     Trust Shares Beneficially Owned as of
And Five-Year Business Experience      September 27, 2000 and % of Class Owned

F. William Marshall, Jr. (58)                         0
87 Ely Road
Longmeadow, MA 01106

Formerly  Chairman  (1999)  SIS & Family  Bank,  F.S.B.  (formerly  SIS Bank);
President,  Chief Executive Officer and Director  (1993-1999),  SIS Bankcorp.,
Inc. and SIS Bank (formerly,  Springfield Institution for Savings);  Executive
Vice President (1999),  Peoples Heritage Financial Group,  Inc.;  Chairman and
Chief Executive Officer (1990-1993),  Bank of Ireland First Holdings, Inc. and
First New Hampshire  Banks;  Trustee  (since 1996),  MassMutual  Institutional
Funds  (open-end  investment  company);   Trustee  (since  1996),  MML  Series
Investment Fund (open-end  investment  company).  Director/trustee  of 1 other
investment company in the OppenheimerFunds complex.


 James C. Swain* (66)                                 0
 6803 South Tucson Way
 Englewood, CO 80112

 Trustee since 1989.

 Vice  Chairman of  OppenheimerFunds,  Inc.  (since  September  1988);  formerly
President  and a  director  of the  Manager,  and  Chairman  of the Board of the
Transfer Agent. Director/trustee, Chairman of the Board and CEO of 22 investment
companies in the OppenheimerFunds complex.

* Trustee who is an Interested Person of the Trust.

      Under the  Investment  Company Act of 1940 (the "1940 Act"),  the Board of
Trustees  may fill  vacancies  on the Board of Trustees or appoint new  Trustees
only if, immediately  thereafter,  at least two-thirds of the Trustees will have
been elected by  shareholders.  Currently,  three of the Trust's seven  Trustees
have not been elected by  shareholders.  In addition,  the Board of Trustees has
nominated Mr. Armstrong,  Mr. Bowen, Mr. Cameron, Mr. Fossel and Mr. Marshall to
become independent Trustees of the Trust. In light of the fact that only four of
the  Trust's  Trustees  have been  elected by  shareholders,  it follows  that a
meeting of shareholders needs to be held to elect Trustees.

      Under  the 1940  Act,  the Trust is also  required  to call a  meeting  of
shareholders  promptly to elect  Trustees if at any time less than a majority of
the Trustees  have been elected by  shareholders.  By holding a meeting to elect
Trustees at this time,  the Trust may be able to delay the time at which another
shareholder meeting is required for the election of Trustees,  which will result
in a savings of the costs associated with holding a meeting.

    The primary  responsibility  for the  management of the Trust rests with the
Board of Trustees.  The Trustees meet  regularly to review the activities of the
Trust and of the Manager,  which is responsible  for its day-to-day  operations.
Six regular meetings of the Trustees were held during the fiscal year ended June
30,  2000.  Each of the  incumbent  Trustees was present for at least 75% of the
meetings held of the Board and of all  committees on which that Trustee  served.
The Trustees  have  appointed  an Audit  Committee,  comprised  of Messrs.  Kast
(Chairman),  and Kirchner, none of whom is an "interested person," as defined in
the 1940 Act, of the Manager or the Trust.  Mr.  Cameron will become a member of
the Audit Committee if approved as a Trustee of the Trust by  shareholders.  The
Committee  met four times during the fiscal year ended June 30, 2000.  The Board
of Trustees does not have a standing,  nominating or compensation committee. The
Audit Committee furnishes the Board with recommendations regarding the selection
of the independent  auditor.  The other  functions of the Committee  include (i)
reviewing the methods,  scope and results of audits and the fees  charged;  (ii)
reviewing  the  adequacy  of the  Trust's  internal  accounting  procedures  and
controls;  (iii)  establishing  a separate  line of  communication  between  the
Trust's independent  auditors and its independent  Trustees,  and (iv) selecting
and nominating the independent Trustees.

      The  Trustees  who  are  not  affiliated   with  the  investment   advisor
("Non-affiliated  Trustees")  are paid a retainer plus a fixed fee for attending
each  meeting  and are  reimbursed  for  expenses  incurred in  connection  with
attending such meetings.  Each of the current  Trustees also serves as a trustee
or director of other Denver-based  investment  companies in the OppenheimerFunds
complex.  Each Trust and fund in the Denver-based  OppenheimerFunds  complex for
which they serve as a director or trustee pays a share of these expenses.

      The officers of the Trust are  affiliated  with the Manager.  They and the
Trustees of the Trust who are affiliated with the Manager (Ms. Macaskill and Mr.
Swain)  receive no salary or fee from the Trust.  The remaining  Trustees of the
Trust  received  the  compensation  shown below from the Trust during the fiscal
year ended June 30, 2000,  and from all of the  Denver-based  Oppenheimer  funds
(including  the Trust) for which they  served as  Trustee,  Director or Managing
General  Partner during the calendar year ended December 31, 1999.  Compensation
is paid for services in the positions below their names:


<PAGE>





--------------------------------------------------------------------------------
Trustee's Name and          Aggregate    Number of Boards       Total
Other Positions             Compensation Within  Oppenheimer    Compensation
                            from Trust 1 Funds Complex on       From all
                                         Which Trustee Served   Oppenheimer
                                         as of 12/31/99         Funds2
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert G. Avis              $235         22                     $67,998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William A. Baker4           $235         22                     $67,998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sam Freedman                $254         22                     $73,998
Chairman, Review Committee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Raymond J. Kalinowski       $249         22                     $73,248

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
C. Howard Kast              $276         22                     $78,873
Chairman, Audit Committee,
Review Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert M. Kirchner          $242         22                     $69,248
Audit Committee Member3
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ned M. Steel4               $235         22                     $67,998
--------------------------------------------------------------------------------
1  For the Trust's fiscal year ended 6/30/00.
2.    For the 1999 calendar year.
3.    Committee position held during a portion of the period shown.
4.    Effective July 1, 2000, Messrs.  Baker and Steel resigned as Trustees of
    the Trust.

      The Board of Trustees  has also adopted a Deferred  Compensation  Plan for
Non-affiliated  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.  As
of December 31, 1999, none of the Trustees elected to do so. 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
determined  based  upon the  performance  of the  selected  funds.  Deferral  of
Trustees'  fees under the plan will not  materially  affect the Trust's  assets,
liabilities  or net income per share.  The plan will not  obligate  the Trust to
retain  the  services  of  any  Trustee  or to  pay  any  particular  amount  of
compensation to any Trustee.

      Each  officer of the Trust is elected by the  Trustees  to serve an annual
term.  Information  is given  below  about the  executive  officers  who are not
Trustees of the Trust,  including their business experience during the past five
years.  Messrs.  Donohue,  Wixted,  Bishop,  Zack and Farrar  serve in a similar
capacity with several other funds in the OppenheimerFunds complex.

Name, Age, Address and Five-Year Business Experience

Michael A. Carbuto, Vice President and Portfolio Manager since 1990, Age: 44
Two World Trade Center, New York, New York 10048-0203

Vice President (since May 1988) of  OppenheimerFunds,  Inc.; an officer of other
Oppenheimer funds;  formerly Vice President of the Manager (May 1988 - September
1999).

Andrew J. Donohue, Vice President and Secretary since 1996; Age: 50
Two World Trade Center, New York, NY 10048

Executive Vice President  (since January 1993),  General  Counsel (since October
1991) and a director (since September 1995) of OppenheimerFunds, Inc.; Executive
Vice President and General Counsel (since  September 1993) and a director (since
January 1992) of OppenheimerFunds  Distributor,  Inc.; Executive Vice President,
General Counsel and a director of HarbourView Asset Management Corporation,  the
Transfer Agent,  Shareholder Financial Services, Inc. and (since September 1995)
Oppenheimer Partnership Holdings,  Inc.; President and a director of the Manager
(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  Oppenheimer  Acquisition  Corp.;  Vice
President and a director of OppenheimerFunds  International Ltd. and Oppenheimer
Millennium  Funds plc (since  October  1997);  a director  (since April 2000) of
OppenheimerFunds Legacy Program; an officer of other Oppenheimer funds.

Brian W. Wixted, Treasurer since April, 1999; Age: 40
6803 South Tucson Way, Englewood, Colorado 80112

Senior Vice  President  and  Treasurer  (since April 1999) of  OppenheimerFunds,
Inc.; Treasurer (since March 1999) of HarbourView Asset Management  Corporation,
the  Transfer  Agent,  Shareholder  Financial  Services,  Inc.  and  Oppenheimer
Partnership   Holdings,   Inc.  (since  April  1999);   Assistant  Treasurer  of
Oppenheimer  Acquisition  Corp. (since April 1999);  Assistant  Secretary of the
Manager  (since April 1999);  formerly  Principal and Chief  Operating  Officer,
Bankers Trust Company - Mutual Fund Services Division (March 1995 - March 1999);
Vice  President  and  Chief  Financial  Officer  of CS First  Boston  Investment
Management  Corp.  (September  1991  -  March  1995);  and  Vice  President  and
Accounting  Manager,  Merrill Lynch Asset Management  (November 1987 - September
1991).

Robert G. Zack, Assistant Secretary since 1990; Age: 51
Two World Trade Center, New York, NY 10048

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


<PAGE>



Robert J. Bishop, Assistant Treasurer since April 1994; Age: 41
6803 South Tucson Way, Englewood, CO 80112

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

Scott T. Farrar, Assistant Treasurer since April 1994; Age: 34
6803 South Tucson Way, Englewood, CO 80112

Vice  President of  OppenheimerFunds,  Inc./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  OppenheimerFunds,  Inc./Mutual  Fund Accounting  (April 1994 - May
1996), and a Fund Controller for OppenheimerFunds, Inc.

All officers serve at the pleasure of the Board.

As of  September  27, 2000,  the  Trustees and officers as a group  beneficially
owned ______ shares, or less than 1% of the outstanding shares of the Trust.

THE BOARD OF TRUSTEES  RECOMMENDS  A VOTE FOR THE  ELECTION  OF EACH  NOMINEE AS
TRUSTEE.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

      The Board of Trustees of the Trust,  including a majority of the  Trustees
who are not  "interested  persons"  (as defined in the 1940 Act) of the Trust or
the Manager selected  Deloitte & Touche LLP ("Deloitte") as auditor of the Trust
for the fiscal year beginning July 1, 2000.  Deloitte also serves as auditor for
the Manager,  certain of its  affiliates  and certain  other funds for which the
Manager  and  certain  of its  affiliates  acts as  investment  advisor.  At the
Meeting, a resolution will be presented for the shareholders' vote to ratify the
selection of Deloitte as auditor.  Representatives  of Deloitte are not expected
to be present at the Meeting but will have the  opportunity  to make a statement
if they desire to do so and will be available  should any matter arise requiring
their presence.

THE BOARD OF  TRUSTEES  RECOMMENDS  APPROVAL  OF THE  SELECTION  OF  DELOITTE AS
AUDITOR OF THE TRUST.


<PAGE>



PROPOSALS 3 and 4: APPROVAL OF CHANGES TO CERTAIN FUNDAMENTAL  POLICIES OF THE
TRUST

Introduction to Proposals 3 and 4

      The Trust is subject to certain  investment  restrictions which govern the
Trust's   investment   activities.   Under  the  1940  Act,  certain  investment
restrictions are required to be "fundamental," which means that they can only be
changed by a shareholder  vote. An investment  company may designate  additional
restrictions  that  are  fundamental,  and it may also  adopt  "non-fundamental"
restrictions, which may be changed by the Trustees without shareholder approval.
The Trust has adopted certain fundamental  investment  restrictions that are set
forth in its prospectus or Statement of Additional Information,  which cannot be
changed  without  the  requisite  shareholder  approval  described  below  under
"Further  Information about Voting at the Meeting."  Policies that the Trust has
not  specifically   designated  as  being   fundamental  are  considered  to  be
"non-fundamental"  and  may be  changed  by  the  Trustees  without  shareholder
approval.

      After the Trust was  established  in 1989,  certain  legal and  regulatory
requirements  applicable to registered investment companies (also referred to as
"funds") changed.  For example,  certain  restrictions imposed by state laws and
regulations were preempted by the National Securities Markets Improvement Act of
1996 ("NSMIA") and, therefore,  are no longer applicable to funds.  Accordingly,
the Trustees  recommend that the Trust's  shareholders  approve the amendment or
elimination   of  certain  of  the  Trust's   current   fundamental   investment
restrictions.  Proposal 3 request  shareholders  approve  the  elimination  of a
fundamental investment restriction. The sub-proposals in Proposal 4 request that
shareholders  either  approve the  amendment of certain  fundamental  investment
restrictions.  The purpose of each sub-proposal is to provide the Trust with the
maximum  flexibility  permitted by law to pursue its  investment  objectives and
policies  and to  standardize  the  Trust's  policy in this area to one which is
expected to become  standard  for most of the  Centennial  funds.  The  proposed
standardized  restrictions  satisfy current federal regulatory  requirements and
are  written to provide  flexibility  to  respond to future  legal,  regulatory,
market or technical changes.

      By  both  standardizing  and  reducing  the  total  number  of  investment
restrictions  that can be  changed  only by a  shareholder  vote,  the  Trustees
believe that it will assist the Trust and the Manager in maintaining  compliance
with the various investment restrictions to which the Trust is subject, and that
the Trust will be able to minimize the costs and delays  associated with holding
future shareholder meetings to revise fundamental  investment policies that have
become outdated or inappropriate.  The Trustees also believe that the investment
advisor's  ability  to  manage  the  Trust's  assets  in a  changing  investment
environment will be enhanced, and that investment management  opportunities will
be increased by these changes.

      The proposed  standardized  changes will not affect the Trust's investment
objective.  Although the proposed changes in fundamental investment restrictions
will  provide  the Trust  greater  flexibility  to respond to future  investment
opportunities,  the Board does not anticipate that the changes,  individually or
in the  aggregate,  will result in a material  change in the level of investment
risk associated with investment in the Trust.  Additionally,  the Board does not
anticipate that the proposed changes will materially  affect the manner in which
the Trust is managed. If the Board determines in the future to change materially
the manner in which the Trust is managed, the prospectus will be amended.

      The recommended changes are specified below. Shareholders are requested to
vote on Proposal 3 and each sub-proposal in Proposal 4 separately.  If approved,
the effective date of these  Proposals may be delayed until the Trust's  updated
Prospectus  and/or Statement of Additional  Information can reflect the changes.
If  Proposal  3 or  the  sub-proposals  in  Proposal  4  is  not  approved,  the
fundamental investment restriction covered in that Proposal or sub-proposal will
remain unchanged.

PROPOSAL  3:  Approval  of  THE   ELIMINATION   OF  THE  TRUST'S   FUNDAMENTAL
INVESTMENT RESTRICTION ON INVESTING IN UNSEASONED ISSUERS

      The Trust is currently  subject to a  fundamental  investment  restriction
concerning  its  investment in securities of issuers that have been in operation
less than three years  ("unseasoned  issuers").  This restriction was originally
adopted  to address  state or "Blue Sky"  requirements  in  connection  with the
registration  of shares of the Trust for sale in a  particular  state or states.
Under NSMIA, this restriction no longer applies to the Trust. The Board requests
that shareholders eliminate this fundamental investment limitation.
The current fundamental policy is:

                                     Current

      The Trust  cannot  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.

The elimination of this fundamental policy would give the Trust more flexibility
and permit more  diversification.  The Board does not  believe  that this change
will increase the overall risk to the Trust.

THE BOARD OF TRUSTEES  UNANIMOUSLY  RECOMMENDS  THAT YOU APPROVE THE  PROPOSAL
DESCRIBED ABOVE

PROPOSAL  4:  approval  of  amendments  TO  CERTAIN   FUNDAMENTAL   INVESTMENT
RESTRICTIONS OF THE TRUST

A.    Investing in Debt Securities having a maturity greater than one year.

      The Trust  currently  has two  fundamental  investment  restrictions  that
prohibit it from investing in any debt security that has a maturity in excess of
one year from the date of investment.
      These fundamental policies limiting the maturity of debt securities to one
year or less are more restrictive  than Rule 2a-7 of the Investment  Company Act
of  1940  which  permits  a  money  market  fund  to  purchase  securities  with
maturities,  at the time of purchase,  of 397 days. This restriction was drafted
from Rule 2a-7 as it was  originally  adopted.  It was  subsequently  changed to
permit money market funds to purchase securities with maturities, at the time of
purchase, of up to 397 days.

       Since the Trust is limited to investing  only in  securities  that have a
remaining  maturity of one year or less as opposed to a remaining maturity of up
to 397 days, it is precluded from investing in newly issued debt  securities for
approximately  one month  Shareholders  are being asked to approve the following
changes to these fundamental policies:

-------------------------------------------------------------------------------
                Current                                Proposed
-------------------------------------------------------------------------------


<PAGE>


The Trust  cannot  enter  into a  repurchase  agreement  or  purchase a security
subject to a call if the scheduled repurchase or redemption date is greater than
one year.


The Trust cannot  invest in any debt  instrument  having a maturity in excess of
one year from the date of purchase, unless purchased subject to a demand feature
which may not  exceed  one year and  requires  payment on not more than 30 days'
notice.

The Trust cannot  invest in any debt  instrument  having a maturity in excess of
the time period provided for in Rule 2a-7 of the Investment Company Act of 1940,
or any other applicable  rule, or in the case of a debt instrument  subject to a
repurchase  agreement or called for redemption,  unless  purchased  subject to a
demand  feature which may not exceed the time period  provided for in Rule 2a-7,
or any other  applicable  rule,  and requires  payment on not more than 30 days'
notice in excess of the time  period  provided  for in Rule  2a-7,  or any other
applicable rule.



<PAGE>


The time period for maturity  provided in Rule 2a-7 is currently up to 397 days.
The  proposed  changes  will  permit  the Trust to invest in a broader  range of
securities permitting broader  diversification.  The Board does not believe that
these changes will increase the overall risk to the Trust.

B. The Trust's concentration policy.

       The  Trust has a  concentration  policy  that  prohibits  the Trust  from
investing "more than 25% of its total assets" in securities of any one industry.
That policy needs to be revised  pursuant to a SEC staff request to prohibit the
purchase of  securities  of companies in any one industry "if 25% or more of its
total assets" would consist of securities of companies in that industry.


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

The Trust is  currently  complying  with the  proposed  fundamental  policy  and
therefore, the Board does not believe that these changes will have any impact on
the management of the Trust or increase the overall risk to the Trust.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE Each SUB- PROPOSAL
DESCRIBED ABOVE.

PROPOSAL 5:  ADOPTION OF AN AMENDMENT TO THE TRUST'S DECLARATION OF TRUST

The Board of Trustees has approved and recommends  that the  shareholders of the
Trust  authorize  them  to  adopt  and  execute  the  Amendment  to the  Trust's
Declaration of Trust for the Trust in the form attached to this Proxy  Statement
as Exhibit A (the "Amendment").  It has been marked to show the changes from the
Trust's current Declaration of Trust.  Adoption of the Amendment will not result
in any changes in the Trust's Trustees or officers or in the investment policies
and  shareholder  services  described  in the Trust's  current  prospectus.  The
Trustees approved the form of the Amendment and authorized the submission of the
Amendment to the Trust's shareholders for their authorization at this Meeting.

Generally,  a majority of the Trustees may only amend the current Declaration of
Trust  when  authorized  to do so  by a  "majority  of  the  outstanding  voting
securities"  (as  defined in the 1940 Act) of the  Trust.  The  Amendment  would
permit the Trustees, with certain exceptions,  to amend the Declaration of Trust
without shareholder approval.

The current  Declaration of Trust  generally  gives  shareholders  the exclusive
power to amend the Declaration of Trust with certain limited  exceptions.  Under
the proposed  Amendment,  shareholders would still generally retain the right to
vote on any amendment  affecting their right to vote, on any amendment affecting
the Declaration of Trust's amendment provisions,  on any amendment affecting the
shareholders'  rights to  indemnification,  and on any  amendment  affecting the
shareholders'  rights  to vote on the  merger or sale of the  Trusts'  assets to
another  issuer.  However,  by approving the  Amendment,  shareholders  would be
allowing  Trustees to amend other  provisions of the Declaration of Trust.  This
would give the Trustees the necessary  authority to make changes to  standardize
the provisions of the  Declaration of Trust with the  Declarations  of Trust for
the other Centennial funds and react quickly to future contingencies.

Under  certain  circumstances,  it may not be in the  shareholders'  interest to
require a  shareholder  meeting to permit an  amendment  to the  Declaration  of
Trust.  Under the current  Declaration of Trust, the Trustees cannot  effectuate
any amendment  without first conducting a shareholder  meeting and incurring the
attendant costs and delays.

In contrast, the Amendment generally gives the Trustees the flexibility to amend
any provision of the Declaration of Trust other than those provisions  affecting
the shareholders right to vote on:

o     any  amendment   affecting   the   Declaration   of  Trust's   amendment
         provisions,
o     on any amendment affecting the shareholders'  rights to indemnification,
         and
o        on any  amendment  affecting  the  shareholders'  rights to vote on the
         merger or sale of the Trusts',  series',  or classes' assets to another
         issuer.

Before  approving any amendment to the Declaration of Trust without  shareholder
approval,  the Trustees have a fiduciary  responsibility to first determine that
the amendment is in the  shareholders'  interest.  Any exercise of the Trustees'
increased  authority  under the  Amendment  is also  subject  to any  applicable
requirements of the 1940 Act and Massachusetts law.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THIS PROPOSAL



                           INFORMATION ABOUT THE TRUST

      The SEC requires that the following information be provided to the Trust's
shareholders.

Trust  Information.  As of  September  27, 2000,  the Trust had  _______________
shares  outstanding.  Each  share has  voting  rights  as  stated in this  Proxy
Statement and is entitled to one vote for each share (and a fractional  vote for
a fractional share).

Beneficial  Owners.  The number of shares of the Trust  held in "street  name"
accounts of securities  dealers for the benefit of their clients exceeds 5% of
the total shares  outstanding.  As of September 27, 2000, A.G. Edwards & Sons,
Inc.  ("Edwards"),  1 North Jefferson Avenue, St. Louis, Missouri 63103, which
owned  __________  shares  of the  Trust,  or ____% of the  outstanding  total
outstanding shares.

The Manager, the Distributor and the Transfer Agent. Subject to the authority of
the Board of Trustees,  the Manager is responsible for the day-to-day management
of the Trust's business,  pursuant to its investment advisory agreement with the
Trust.  Centennial Asset Management  Corporation,  a wholly-owned  subsidiary of
OppenheimerFunds,  Inc., is the general  distributor (the  "Distributor") of the
Trust's shares.  Shareholder  Services,  Inc., a subsidiary of OppenheimerFunds,
Inc.,  located at 6803 South  Tucson  Way,  Englewood,  CO 80112,  serves as the
transfer and shareholder servicing agent (the "Transfer Agent") for the Trust on
an "at cost" basis, for which it was paid $_____________ by the Trust during the
fiscal year ended June 30, 2000.

The Manager (including subsidiaries and affiliates) currently manages investment
companies,  including  other  Oppenheimer  funds,  with assets of more than $125
billion as of June 30, 2000, and with more than 5 million shareholder  accounts.
The  Manager is a  wholly-owned  subsidiary  of  Oppenheimer  Acquisition  Corp.
("OAC"),  a holding company  controlled by  Massachusetts  Mutual Life Insurance
Company  ("MassMutual").  The  Manager and the  Distributor  are located at 6803
South Tucson Way,  Englewood,  Colorado 80112. OAC is located at Two World Trade
Center,  New York,  New York 10048.  MassMutual is located at 1295 State Street,
Springfield,  Massachusetts 01111. OAC acquired the Manager on October 22, 1990.
As indicated  below,  the common  stock of OAC is owned by (i) certain  officers
and/or directors of the Manager,  (ii) MassMutual and (iii) another investor. No
institution or person holds 5% or more of OAC's outstanding  common stock except
MassMutual. MassMutual has engaged in the life insurance business since 1851.

The common stock of OAC is divided into three classes. Effective as of August 1,
1997,  OAC  declared a ten for one stock  split.  On  December  31,  1999,  on a
post-split  basis,  MassMutual held (i) all of the 21,600,000  shares of Class A
voting  stock,  (ii)  10,565,715  shares  of Class B  voting  stock,  and  (iii)
18,377,759 shares of Class C non-voting  stock.  This  collectively  represented
91.9% of the outstanding common stock and 90.4% of the voting power of OAC as of
that date.  Certain  officers and/or directors of the Manager held (i) 3,035,120
shares of the Class B voting stock,  representing 5.5% of the outstanding common
stock and 8.5% of the voting  power,  and (ii)  options  acquired  without  cash
payment which, when they become exercisable, allow the holders to purchase up to
1,508,523  shares of Class C non-voting  stock.  That group includes persons who
serve as officers of the Trust and Bridget A. Macaskill, who serves as a Trustee
of the Trust.

Holders of OAC Class B and Class C common  stock may put (sell) their shares and
vested options to OAC or MassMutual at a formula price (based on earnings of the
Manager).  MassMutual may exercise call  (purchase)  options on all  outstanding
shares of both such  classes  of common  stock and  vested  options  at the same
formula  price.  From  the  period  July 1,  1999 to June  30,  2000,  the  only
transactions on a post-split  basis by persons who serve as Trustees of the Fund
were by Mr. Swain who surrendered for cancellation 50,000 options to Mass Mutual
for a  cash  payment  of  $1,712,000  and  Ms.  Macaskill  who  surrendered  for
cancellation 434,873 options to Mass Mutual for a cash payment of $14,770,051.

The names and principal  occupations of the executive  officers and directors of
the Manager are as follows: Andrew J. Donohue,  President and a director, Robert
Agan, Vice President,  Arthur J. Zimmer, Vice President,  Ray Olson,  Treasurer,
Katherine  P.  Feld,  Secretary  and a  director,  and Brian  Wixted,  Assistant
Treasurer.  These officers are located at one of the two offices of the Manager:
Two World  Trade  Center,  New York,  NY  10048-0203  or 6803 South  Tucson Way,
Englewood, CO 80112.

Custodian.  CitiBank,  NA, 399 Park  Avenue,  NY, NY 10043,  acts as custodian
of the Trust's securities and other assets.

Reports  to  Shareholders  and  Financial  Statements.   The  Annual  Report  to
Shareholders of the Trust,  including financial  statements of the Trust for the
fiscal year ended June 30, 2000 has  previously  been sent to all  shareholders.
Upon request, shareholders may obtain without charge a copy of the Annual Report
by  writing   the  Trust  at  the   address   above  or  calling  the  Trust  at
1.800.525.9310.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies.  The cost of soliciting  these proxies will be borne by
the Trust.  In addition to  solicitations  by mail,  proxies may be solicited by
officers or employees of the Trust's  transfer agent or by officers or employees
of the Trust's  investment  advisor,  personally  or by telephone or  telegraph;
without  extra   compensation.   Proxies  may  also  be  solicited  by  a  proxy
solicitation firm hired at the Trust's expense for such purpose.  Brokers, banks
and other  fiduciaries may be required to forward  soliciting  material to their
principals  and to obtain  authorization  for the  execution  of proxies.  It is
anticipated that the cost of engaging a proxy solicitation firm would not exceed
$____ plus the  additional  costs which would be  incurred  in  connection  with
contacting  those  shareholders who have not voted. For those services they will
be reimbursed by the Trust for their out-of-pocket expenses.

Voting By  Broker-Dealers.  Shares  owned of record  by  broker-dealers  for the
benefit  of  their  customers  ("street  account  shares")  will be voted by the
broker-dealer  based  on  instructions  received  from  its  customers.   If  no
instructions  are received,  the  broker-dealer  may (if permitted by applicable
stock exchange  rules) as record holder vote such shares on the Proposals in the
same  proportion as that  broker-dealer  votes street  account  shares for which
voting  instructions  were received in time to be voted. A "broker  non-vote" is
deemed to exist when a proxy  received from a broker  indicates  that the broker
does  not  have  discretionary  authority  to vote the  shares  on that  matter.
Abstentions and broker non-votes will have the same effect as a vote against the
proposal.

Quorum.  A majority of the shares  outstanding and entitled to vote,  present in
person or represented by proxy, constitutes a quorum at the Meeting. Shares over
which  broker-dealers  have  discretionary  voting power,  shares that represent
broker  non-votes and shares whose proxies reflect an abstention on any item are
all counted as shares  present and entitled to vote for purposes of  determining
whether the required quorum of shares exists.

Required  Vote.  Approval of  Proposals  1 and 2 require a majority  vote of the
outstanding  shares  present at the  meeting.  Approval of  Proposals 3, 4 and 5
requires the affirmative vote of a majority of the outstanding voting securities
of the  Trust.  As  defined  in the  1940  Act,  the vote of a  majority  of the
outstanding shares means the vote of (1) 67% or more of the Trust's  outstanding
shares present at a meeting,  if the holders of more than 50% of the outstanding
shares of the Trust are present or represented by proxy; or (2) more than 50% of
the Trust's outstanding shares, whichever is less.

If a  shareholder  executes  and returns a proxy but fails to  indicate  how the
votes  should be cast,  the proxy will be voted in favor of the election of each
of the nominees  named in this Proxy  Statement for Trustee and in favor of each
Proposal.

You may revoke your previously  granted proxy at any time before it is exercised
(1) by delivering a written notice to the Trust  expressly  revoking your proxy,
(2) by  signing  and  forwarding  to the Trust a  later-dated  proxy,  or (3) by
attending the Meeting and casting your votes in person.

Shareholder Proposals. The Trust is not required to hold shareholder meetings on
a regular basis.  Special  meetings of  shareholders  may be called from time to
time by either the Trust or the  shareholders  (for  certain  matters  and under
special conditions described in the Statement of Additional Information).  Under
the proxy rules of the Securities and Exchange Commission, shareholder proposals
which meet certain conditions may be included in a Trust's proxy statement for a
particular  meeting.   Those  rules  require  that  for  future  meetings,   the
shareholder must be a record or beneficial owner of Trust shares either (i) with
a value of at least $2,000 or (ii) in an amount  representing at least 1% of the
Trust's  securities  to be voted,  at the time the proposal is submitted and for
one year prior thereto, and must continue to own such shares through the date on
which the meeting is held. Another  requirement relates to the timely receipt by
the Trust of any such  proposal.  Under those rules,  a proposal  submitted  for
inclusion in the Trust's  proxy  material for the next meeting after the meeting
to which this proxy statement relates must be received by the Trust a reasonable
time  before  the  solicitation  is made.  The fact  that the Trust  receives  a
proposal  from a qualified  shareholder  in a timely  manner does not ensure its
inclusion in the proxy material,  since there are other  requirements  under the
proxy rules for such inclusion.

                                  OTHER MATTERS

      Management  of the Trust  knows of no  business  other than the  Proposals
specified  above that will be presented at the Meeting.  Since matters not known
at the time of the  solicitation  may come  before  the  Meeting,  the  proxy as
solicited  confers  discretionary  authority  with  respect  to such  matters as
properly come before the Meeting,  including  any  adjournment  or  adjournments
thereof,  and it is the intention of the persons named as  attorneys-in-fact  in
the proxy to vote the proxy in accordance with their judgment on such matters.

      The Board does not intend to bring any matters  before the  Meeting  other
than  Proposals 1 through 5 and is not aware of any other  matters to be brought
before the Meeting by others.  If any other  matters do properly come before the
Meeting, the persons named in the enclosed proxy will use their best judgment in
voting on such matters.

      In the event  sufficient votes in favor of one or more Proposals set forth
in the Notice of Meeting of  Shareholders  are not  received  by the date of the
Meeting,  the  persons  named in the  enclosed  proxy  may  propose  one or more
adjournments  of the  Meeting.  If a quorum is present but  sufficient  votes in
favor of one or more of the Proposals have not been received,  the persons named
as proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to any such proposal. All such adjournments
will require the affirmative  vote of a majority of the shares present in person
or by proxy at the session of the Meeting to be  adjourned.  A vote may be taken
on one or more of the  proposals  in this  proxy  statement  prior  to any  such
adjournment  if  sufficient  votes for its approval have been received and it is
otherwise appropriate.

                                    By Order of the Board of Trustees,



                                    Andrew J. Donohue,
                                    Vice President & Secretary
                                    _____ __, 2000






<PAGE>


                                    Exhibit A


                        Amendment to Declaration of Trust
                                       of

                      Centennial New York Tax Exempt Trust


This  amendment to the  Declaration  of Trust of Centennial  New York Tax Exempt
Trust is executed this _____ day of _____________, 2000.

WHEREAS,  the  Trustees  established  Centennial  New York Tax Exempt Trust (the
"Trust"), a business trust, under the laws of the Commonwealth of Massachusetts,
for the investment  and  reinvestment  of funds  contributed  thereto,  under an
Agreement  and  Declaration  of Trust  dated  February 1, 1990 as filed with the
Commonwealth of Massachusetts; and

WHEREAS,  part 5,  Article  NINTH  of the  Declaration  of Trust  requires  that
amendments  thereto be by an instrument  in writing  signed by an officer of the
Trust  pursuant  to  a  majority  vote  of  the  Trustees  and  filed  with  the
Commonwealth of Massachusetts; and

WHEREAS,  the  Trustees  now desire to amend the  Declaration  of Trust and such
amendments and filing thereof have been approved by a majority of the Trustees.

NOW, THEREFORE,

1.    Part 12, Article NINTH of the Declaration of Trust is hereby amended as
      follows:

            If authorized by vote of the Trustees and the favorable  vote of the
            holders of a  majority  of the  outstanding  voting  securities,  as
            defined in the 1940 Act,  entitled  to vote,  or by any larger  vote
            which may be required by applicable law in any particular  case, the
            Trustees shall, The Trustees may, without the vote or consent of the
            Shareholders,  amend or otherwise  supplement  this  instrument,  by
            making  Declaration  of Trust by executing or authorizing an officer
            of the Trust to execute on their  behalf a Restated  Declaration  of
            Trust supplemental hereto, which thereafter shall for a part hereof;
            any such  Supplemental  or  Restated  Declaration  of  Trust  may be
            executed  by and on  behalf  of the  Trust  and the  Trustees  by an
            officer or officers of the Trust. , provided,  however, that none of
            the following amendment shall be effective unless also approved by a
            favorable  vote of the holders of a  "majority"  of the  outstanding
            securities,  as defined in the 1940 Act, or by any larger vote which
            may be required by applicable  law in any  particular  case: (i) any
            amendment to parts 1 and 3,  Article  FIFTH;  (ii) any  amendment to
            this part 12, Article NINTH;  (iii) any amendment to Part 1, Article
            NINTH; and (iv) any amendment to part 4(a), Article NINTH that would
            change the voting  rights of  Shareholders  contained  therein.  Any
            amendment  required to be submitted to the Shareholders that, as the
            Trustees  determine,  shall  affect the  Shareholders  of any Series
            shall, with respect to the Series so affected, be authorized by vote
            of the  Shareholders of that Series and no vote of Shareholders of a
            Series not  affected by the  amendment  with  respect to that Series
            shall  be  required.   Notwithstanding  anything  else  herein,  any
            amendment  to  Article  NINTH,  part 1 shall not limit the rights to
            indemnification or insurance provided therein with respect to action
            or omission or indemnities or Shareholder  indemnities prior to such
            amendment.

2.    Part 1, Article FIFTH of the Declaration of Trust is hereby amended as
follows:

            The  Shareholders  shall have the power to vote (a) for the election
            of Trustees  when that issue is submitted to them,  (b) with respect
            to the  amendment  of this  Declaration  of Trust  except  where the
            Trustees  are  given  authority  to amend the  Declaration  of Trust
            without shareholder  approval, to the extent and as provided in part
            12, Article NINTH,  (c) to the same extent as the  shareholders of a
            Massachusetts  business  corporation,  as to  whether or not a court
            action,   proceeding  or  claim  should  be  brought  or  maintained
            derivatively  or as a class  action  on  behalf  of the Trust or the
            Shareholders,  and (d) with respect to those matters relating to the
            Trust as may be required by the 1940 Act or required by law, by this
            Declaration   of  Trust,   or  the  By-Laws  of  the  Trust  or  any
            registration statement of the Trust filed with the Commission or any
            State, or as the Trustees may consider desirable.


3.    These  revisions to the  Declaration of Trust shall become  effective on
      _______________, 2000.

4.    All other terms and conditions of the Declaration of Trust shall remain
      the same.

      IN WITNESS WHEREOF, the undersigned has caused this Amendment to be signed
on the day and year first set forth above.

                              [signature line omitted]







sharedate\proxies\2000\780proxy2000rev





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