CENTENNIAL NEW YORK TAX EXEMPT TRUST
485APOS, 2000-08-25
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                                                      Registration No. 33-23494
                                                              File No. 811-5584

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933                                                     [X]

Pre-Effective Amendment No. _____                             [   ]

Post-Effective Amendment No. 16                                 [X]

                                     and/or

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

Amendment No. 18                                                [X]

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

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

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

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

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

[ ] Immediately  upon filing  pursuant to paragraph (b)
[ ] On  _______________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] On October 27, 2000 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On _______________ pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

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


<PAGE>


Centennial New York Tax Exempt Trust

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Prospectus dated November 1, 2000

                                    Centennial  New York Tax  Exempt  Trust is a
                                    money  market  mutual  fund.  It  seeks  the
                                    maximum  current income exempt from federal,
                                    New  York  State  and New York  City  income
                                    taxes  for   individual   investors   as  is
                                    consistent with preservation of capital. The
                                    Trust  invests in  short-term,  high quality
                                    "money market" securities.

                                    This Prospectus contains
                                    important information about the
As with all mutual funds, the       Trust's objective, its
Securities and Exchange Commission  investment policies, strategies
has not approved or disapproved     and risks.  It also contains
the Trust's securities nor has it   important information about how
determined that this Prospectus is  to buy and sell shares of the
accurate or complete.  It is a      Trust and other account
criminal offense to represent       features.  Please read this
otherwise.                          Prospectus carefully before you
                                    invest and keep it for future
                                    reference about your account.
----------------------------------------------------------------------
                                            (logo) OppenheimerFunds
                                            The Right Way to Invest

<PAGE>


CONTENTS

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

                The Trust's Investment Objective and Strategies

                Main Risks of Investing in the Trust

                The Trust's Past Performance

                Fees and Expenses of the Trust

                About the Trust's Investments

                How the Trust is Managed

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

                How to Buy Shares

                How to Sell Shares
                By Mail
                By Telephone
                By Checkwriting

                How to Exchange Shares

                Shareholder Account Rules and Policies

                Dividends and Tax Information

                Financial Highlights


<PAGE>


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

The Trust's Investment Objective and Strategies

WHAT IS THE TRUST'S  INVESTMENT  OBJECTIVE?  The Trust seeks the maximum current
income  exempt from  federal,  New York State and New York City income taxes for
individual investors as is consistent with the preservation of capital.

WHAT DOES THE TRUST  MAINLY  INVEST IN?  The Trust is a money  market  fund.  It
invests in a variety of  high-quality  money market  securities  to seek income.
Money market  securities  are  short-term  debt  instruments  issued by the U.S.
government,  domestic and foreign  corporations  and financial  institutions and
other entities.  They include, for example, bank obligations,  commercial paper,
other corporate debt obligations and government debt obligations with maturities
not  in  excess  of  397  days  from  the  date  of  purchase  (if  approved  by
shareholders, as described below).

WHO IS THE TRUST  DESIGNED FOR? The Trust may be  appropriate  for investors who
want to earn income exempt from federal, New York State and New York City income
taxes  at  current  money  market  rates  while  preserving  the  value of their
investment. The Trust is managed to keep its share price stable at $1.00. Income
on  short-term  securities  tends to be lower  than  income on longer  term debt
securities,  so the  Trust's  yield  will  likely  be lower  than  the  yield on
longer-term  fixed income funds. The Trust also offers easy access to your money
through checkwriting and wire redemption  privileges.  The Trust does not invest
for the purpose of seeking  capital  appreciation or gains and is not a complete
investment program.

Main Risks of Investing in the Trust

All  investments  carry  risks  to  some  degree.  Funds  that  invest  in  debt
obligations  for income may be subject to credit risks and interest  rate risks.
However,  the Trust 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 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
investments  among  issuers to reduce the effects of a default by any one issuer
on the value of the Trust's shares.

      Even so, there are risks that any of the Trust's  holdings  could have its
credit rating  downgraded,  or the issuer could default,  or that interest rates
could rise sharply,  causing the value of the Trust's  securities (and its share
price) to fall. If there is a high redemption demand for the Trust's shares that
was not anticipated,  portfolio  securities might have to be sold prior to their
maturity at a loss. As a result,  there is a risk that the Trust's  shares could
fall below $1.00 per share.

     Risks  of   Non-Diversification   --  Investments  in  New  York  Municipal
Securities.  The Trust is  "non-diversified."  That means that compared to funds
that are  diversified,  it can  invest a greater  portion  of its  assets in the
securities of one issuer,  such as municipal  securities  issued by the State of
New York. Having a higher percentage of its assets invested in the securities of
fewer issuers, particularly obligations of government issuers of a single state,
could result in greater  credit risk exposure to a smaller number of issuers due
to economic, regulatory or political problems in New York. However, the Trust is
currently subject to certain diversification  requirements under rules for money
market funds under federal law. The Trust's investment manager, Centennial Asset
Management Corporation, tries to reduce risks by diversifying investments and by
carefully  researching  securities  before  they  are  purchased.   However,  an
investment in the Trust is not a complete  investment  program.  The rate of the
Trust's  income  will  vary from day to day,  generally  reflecting  changes  in
overall  short-term  interest  rates.  There is no assurance that the Trust will
achieve its investment objective.


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

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

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

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

For the period from 1/1/00 through 9/30/00 the cumulative total return was
--%.
During the  period  shown in the bar chart,  the  highest  return for a calendar
quarter was ____%  (___th Q '___) and the lowest  return for a calendar  quarter
was ____% (___th Q '___).

Average Annual Total Returns
for the periods ended December 31, 1999        1 Year    5 Years    10 Years
---------------------------------------------------------------------
                                         ---------         ----------
Centennial New York Tax Exempt Trust           ______%    _____%    _____%
(inception 01/04/89)
---------------------------------------------------------------------

The returns in the table measure the  performance of a hypothetical  account and
assume that all dividends have been reinvested in additional  shares.  The total
returns are not the  Trust's  current  yield.  The  Trust's  yield more  closely
reflects the Trust's current earnings.

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To obtain the  Trust's  current  7-day  yield,  please call the  Transfer  Agent
toll-free at 1.800.525.9310.
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Fees and Expenses of the Trust

The Trust pays a variety of  expenses  directly  for  management  of its assets,
administration  and other  services.  Those  expenses  are  subtracted  from the
Trust's  assets to  calculate  the  Trust's  net  asset  value  per  share.  All
shareholders  therefore pay those expenses  indirectly.  Shareholders  pay other
expenses directly, such as account transaction charges. The following tables are
provided to help you understand the fees and expenses you may pay if you buy and
hold shares of the Trust.  The numbers below are based upon the Trust's expenses
during the fiscal year ended June 30, 2000.

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

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

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 Management Fees                        _____%
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 Service (12b-1) Fees                   ______%
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 Other Expenses                         ______%
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 Total Annual Operating Expenses        ______%
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"Other expenses" in the table include  transfer agent fees,  custodial fees, and
accounting and legal expenses the Trust pays.

EXAMPLE.  The  following  example is  intended  to help you  compare the cost of
investing in the Trust with the cost of investing  in other  mutual  funds.  The
example  assumes  that you  invest  $10,000  in shares of the Trust for the time
periods  indicated and reinvest your  dividends and  distributions.  The example
also assumes that your investment has a 5% return each year and that the Trust's
expenses  remain the same.  Your  actual  costs may be higher or lower,  because
expenses will vary over time. Based on these  assumptions your expenses would be
as follows:

  ------------------------------------------------------------------
                            1 year    3 years   5 years   10 years
  ------------------------------------------------------------------
  ------------------------------------------------------------------
                            $----     $-----    $-----    $-------
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About the Trust's Investments

THE TRUST'S  PRINCIPAL  INVESTMENT  POLICIES.  In seeking maximum current income
exempt  from  federal,  New York  State  and New York  City  income  taxes as is
consistent  with the  preservation  of capital,  the Trust invests in short-term
money market securities meeting quality,  maturity and diversification standards
established  for money  market  funds  under the  Investment  Company  Act.  The
Statement of Additional Information contains more detailed information about the
Trust's investment policies and risks.

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 instruments are high-quality,  short-term debt
      instruments  that may be  issued  by the  U.S.  government,  domestic  and
      foreign  corporations,  banks or  other  entities.  They  may have  fixed,
      variable or floating interest rates. The Trust normally attempts to invest
      100% of its assets and will invest at least 80% of its assets in municipal
      securities.  The Trust  will  invest  at least 65% of its total  assets in
      obligations  of the  State  of New York  and its  political  subdivisions,
      agencies  and   instrumentalities   or  obligations  of  commonwealths  or
      territories of the United  States,  the interest from which is not subject
      to New York State and New York City personal  income tax in the opinion of
      bond counsel to the respective issuer. As a fundamental  policy, the Trust
      will not make any  investment  that will  reduce the  portion of its total
      assets that are  invested in  municipal  securities  to less than 80%. The
      balance of the Trust's  assets may be invested in  securities,  the income
      from  which  may be  taxable.  The  Trust's  taxable  investments  include
      repurchase  agreements,  municipal  securities issued to benefit a private
      user, and certain temporary  investments.  These investments are described
      below  under  "Other  Investment   Strategies"  or  in  the  Statement  of
      Additional Information.  Normally, the Trust will not invest more than 20%
      of its total assets in taxable investments.

   o  Municipal Securities.  The Trust buys municipal bonds and notes,
      tax-exempt commercial paper, certificates of participation in municipal
      leases and other debt obligations if the interest paid on the security
      is not subject to federal individual income tax in the opinion of bond
      counsel to the issuer. These are debt obligations issued by or on behalf
      of the State of New York, other states and the District of Columbia,
      their political subdivisions (such as cities, towns and counties), or
      any commonwealth or territory of the United States, or their agencies,
      instrumentalities and authorities.  All of these types of debt
      obligations are referred to as "municipal securities" in this
      Prospectus. All municipal securities in which the Trust invests must
      have, or, pursuant to regulations adopted by the Securities and Exchange
      Commission, be deemed to have, remaining maturities not in excess of 397
      days from the date the Trust purchases them (if approved by
      shareholders).

      Additionally,  the Trust may buy other money market  instruments  that its
Board  of   Trustees   approves   from   time  to  time.   They   must  be  U.S.
dollar-denominated  short-term investments that the Board must determine to have
minimal  credit  risks.  They also must be of "high  quality" as determined by a
national  rating  organization.  The  Trust  may buy an  unrated  security  that
otherwise meets those qualifications.

What  Credit Quality and Maturity  Standards  Apply to the Trust's  Investments?
      Debt  instruments,  including  money  market  instruments,  are subject to
      credit risk,  the risk that the issuer  might not make timely  payments of
      interest on the security or repay  principal when it is due. The Trust may
      buy only  those  securities  that  meet  standards  set in the  Investment
      Company  Act for  money  market  funds.  The  Trust's  Board  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.  Some of the Trust's investment restrictions are more restrictive
than  the  standards  that  apply  to  all  money  market  funds.  For  example,
investments in unrated  municipal  securities will not exceed 20% of the Trust's
total assets.  At least 95% of the Trust's assets must be invested in securities
of issuers with the highest credit rating. No more than 5% of the Trust's assets
can be invested in securities  with the second highest  credit  rating.  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.
Currently,  as a  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. However, shareholders have been requested to approve an amendment to
this policy whereby no security's maturity will exceed 397 days from the date of
the investment. If the change is not approved by shareholders,  the Manager will
supplement  this  Prospectus  to reflect  that the  changes  were not  approved.
Finally, the Trust must maintain a dollar-weighted average portfolio maturity of
not more than 90 days, to reduce interest rate risks.

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

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

Floating Rate/Variable Rate Notes. The Trust can purchase notes with floating or
      variable interest rates.  Variable rates are adjustable at stated periodic
      intervals.  Floating  rates  are  adjusted  automatically  according  to a
      specified market index for such  investments,  such as the prime rate of a
      bank.  If the maturity of a note is in excess of 397 days from the date of
      purchase  (if approved by  shareholders),  it may be purchased if it has a
      demand  feature.  That  feature  must  permit  the  Trust to  recover  the
      principal  amount of the note on not more than thirty  days' notice at any
      time,  or at  specified  times not  exceeding  397 days from  purchase (if
      approved by shareholders).

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

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

Illiquid and Restricted Securities.  Investments may be illiquid because they do
      not have an active  trading  market,  making it difficult to value them or
      dispose of them promptly at an acceptable price. Restricted securities may
      have a  contractual  limit on resale  or may  require  registration  under
      federal  securities laws before they can be sold publicly.  The Trust will
      not invest  more than 10% of its net assets in illiquid  securities.  That
      limit does not apply to certain  restricted  securities  that are eligible
      for  resale  to  qualified   institutional   purchasers  or  purchases  of
      commercial paper that may be sold without  registration  under the federal
      securities laws. The Manager monitors  holdings of illiquid  securities on
      an ongoing  basis to  determine  whether to sell any  holdings to maintain
      adequate liquidity.  Difficulty in selling a security may result in a loss
      to the Trust or additional costs.

DemandFeatures 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:
o     shorten the maturity of a variable or floating rate security,
o     enhance the security's credit quality and
o     enhance the ability to sell the security.

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

Repurchase  Agreements.  The Trust may enter into  repurchase  agreements.  In a
      repurchase transaction, the Trust buys a security and simultaneously sells
      it to the vendor for delivery at a future date. Repurchase agreements must
      be fully  collateralized.  However,  if the vendor fails to pay the resale
      price on the delivery  date, the Trust may incur costs in disposing of the
      collateral and may experience  losses if there is any delay in its ability
      to do so. The Trust will not enter into repurchase  transactions that will
      cause more than 10% of the  Trusts net assets to be subject to  repurchase
      agreements   having  a  maturity  beyond  seven  days.  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.

How the Trust is Managed

THE  MANAGER.   The  Manager,   Centennial  Asset  Management   Corporation,   a
wholly-owned   subsidiary  of   OppenheimerFunds,   Inc.,  chooses  the  Trust's
investments  and handles its day-to-day  business.  The Manager  carries out its
duties,  subject to the policies  established  by the Trust's Board of Trustees,
under   an   investment   advisory   agreement   that   states   the   Manager's
responsibilities.  The agreement sets the fees the Trust pays to the Manager and
describes  the  expenses  that the Trust is  responsible  to pay to conduct  its
business.

      The Manager has been an investment advisor since 1978. The Manager and its
affiliates managed more than $_____ billion in assets as of _________, including
private  accounts  and  investment   companies  having  more  than  ___  million
shareholder  accounts.  The  Manager  is  located  at  6803  South  Tucson  Way,
Englewood, Colorado 80112.

Portfolio Manager.  Michael Carbuto is the portfolio manager of the Trust.
      He is the person principally responsible for the day-to-day management
      of the Trust's portfolio.  Mr. Carbuto has had this responsibility since
      October 1987.  Mr. Carbuto is a Vice President of OppenheimerFunds, Inc.
      and is an officer and portfolio manager of other funds for which the
      Manager serves as investment advisor.

Advisory Fees. The  management  fee is payable  monthly to the Manager under the
      terms of the Trust's Investment advisory  agreement.  That fee is computed
      on the average annual net assets of the  respective  Trust as of the close
      of each business day and the following  annual rates:  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 of net  assets  in  excess  of $1
      billion.  Centennial  New York Tax Exempt  Trust's  management fee for the
      fiscal year ended June 30, 2000 was .___% of the  Trust's  average  annual
      net assets.

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

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

How to Buy Shares

AT WHAT PRICE ARE SHARES  SOLD?  Shares of the Trust are sold at their  offering
price,  which is the net asset value per share without any sales charge. The net
asset value per share will  normally  remain fixed at $1.00 per share.  However,
there is no guarantee  that the Trust will  maintain a stable net asset value of
$1.00 per share.

     The offering  price that  applies to a purchase  order is based on the next
calculation of the net asset value per share that is made after the  Distributor
receives  the  purchase  order at its  offices in  Colorado,  or after any agent
appointed by the Distributor  receives the order and sends it to the Distributor
as described below.

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

     The net asset value per share is  determined  by dividing  the value of the
Trust's net assets by the number of shares that are outstanding.  Under a policy
adopted by the Trust's  Board of  Trustees,  the Trust uses the  amortized  cost
method to value its securities to determine net asset value.

     The shares of the Trust  offered by this  Prospectus  are  considered to be
Class A shares for the purposes of exchanging them or reinvesting  distributions
among other Oppenheimer funds that offer more than one class of shares.

HOW MUCH  MUST  YOU  INVEST?  You can open an  account  with a  minimum  initial
investment described below depending on how you buy and pay for your shares. You
can make  additional  purchases  at any time with as little as $25.  The minimum
investment requirements do not apply to reinvesting distributions from the Trust
or  other  Oppenheimer  funds  (a list  of  them  appears  in the  Statement  of
Additional  Information,  or you can ask your dealer or call the Transfer Agent)
or  reinvesting  distributions  from  unit  investment  trusts  that  have  made
arrangements with the Distributor.

HOW ARE SHARES PURCHASED?  Investors can buy shares in one of several ways:

   1. Buying  Shares  Through  a  Dealer's  Automatic  Purchase  and  Redemption
      Program:  Investors  can buy shares of the Trust  through a  broker-dealer
      that  has  a  sales   agreement   with   that   Trust's   Distributor   or
      Sub-Distributor  that allows  shares to be purchased  through the dealer's
      Automatic  Purchase and Redemption  Program.  Shares of the Trust are sold
      mainly to customers of participating dealers that offer the Trusts' shares
      under these special purchase programs.  If you participate in an Automatic
      Purchase and Redemption  Program  established by your dealer,  your dealer
      buys  shares  of the  Trust  for your  account  with the  dealer.  Program
      participants  should also read the description of the program  provided by
      their dealer.

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

   3. Buying  Shares  Directly  Through  the  Distributor:  Investors  can  also
      purchase shares directly  through the Trusts'  Distributor.  Investors who
      make purchases directly and hold shares in their own names are referred to
      as "direct shareholders" in this Prospectus.

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

HOW ARE SHARES PURCHASED THROUGH AUTOMATIC PURCHASE AND REDEMPTION PROGRAMS?  If
you buy shares through your  broker-dealer's  Automatic  Purchase and Redemption
Program,  your  broker-dealer will buy your shares of the Trust for your Program
Account and will hold your shares in your broker-dealer's  name. These purchases
will be made under the procedures  described in "Guaranteed Payment" below. Your
Automatic  Purchase and Redemption  Program Account may have minimum  investment
requirements established by your broker-dealer.  You should direct all questions
about your  Automatic  Purchase and  Redemption  Program to your  broker-dealer,
because the Trusts'  Transfer  Agent does not have access to  information  about
your account under that Program.

Guaranteed Payment  Procedures.  Some  broker-dealers may have arrangements with
      the  Distributor to enable them to place purchase orders for shares of the
      Trust and to  guarantee  that the  Trust's  custodian  bank  will  receive
      Federal   Funds  to  pay  for  the  shares  prior  to   specified   times.
      Broker-dealers   whose  clients  participate  in  Automatic  Purchase  and
      Redemption Programs may use these guaranteed payment procedures to pay for
      purchases of shares of the Trust.

   1. If the  Distributor  receives  a  purchase  order  before  12:00 Noon on a
      regular  business  day  with  the  dealer's  guarantee  that  the  Trust's
      custodian  bank will receive  payment for those shares in Federal Funds by
      2:00 P.M.  on that same day,  the order will be  effected at the net asset
      value  determined at 12:00 Noon that day. (All  references to time in this
      Prospectus  mean "New York time.")  Distributions  will begin to accrue on
      the shares on that day if the Federal  Funds are  received by the required
      time.

   2. If the Distributor receives a purchase order after 12:00 Noon on a regular
      business day with the dealer's  guarantee that the Trust's  custodian bank
      will  receive  payment for those  shares in Federal  Funds by 2:00 P.M. on
      that  same  day,  the  order  will  be  effected  at the net  asset  value
      determined  at 4:00 P.M. that day.  Distributions  will begin to accrue on
      the shares on that day if the Federal  Funds are  received by the required
      time.

   3. If the  Distributor  receives a purchase order between 12:00 Noon and 4:00
      P.M. on a regular business day with the broker-dealer's guarantee that the
      Trust's  custodian  bank will receive  payment for those shares in Federal
      Funds by 4:00 P.M.  the next  regular  business  day,  the  order  will be
      effected  at the net asset  value  determined  at 4:00 P.M. on the day the
      order is  received  and  distributions  will begin to accrue on the shares
      purchased  on the next  regular  business  day if the  Federal  Funds  are
      received by the required time.

HOW  CAN  DIRECT  SHAREHOLDERS  BUY  SHARES  THROUGH  THE  DISTRIBUTOR?   Direct
shareholders  can buy shares of the Trust by  completing a Centennial  Funds New
Account  Application and sending it to Centennial Asset Management  Corporation,
P.O.  Box 5143,  Denver,  Colorado  80217.  Payment  must be made by check or by
Federal  Funds  wire as  described  below.  If you  don't  list a dealer  on the
application,  OppenheimerFunds Distributor, Inc., the Sub-Distributor,  will act
as your agent in buying the shares.  However, we recommend that you discuss your
investment  with a financial  advisor before you make a purchase to be sure that
the Trust is  appropriate  for you.  Direct  shareholders  can also order shares
through their dealer or broker.

      The Trust  intends to be as fully  invested as  possible  to maximize  its
yield.   Therefore,   newly-purchased  shares  normally  will  begin  to  accrue
distributions  after the  Distributor or its agent accepts your purchase  order,
starting on the business  day after the Trust  receives  Federal  Funds from the
purchase payment.

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

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

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

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

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

How to Sell Shares

Shares can be sold (redeemed) on any regular business day. Orders to sell shares
will  receive the next net asset value per share  calculated  after the order is
received  in proper form  (which  means that it must comply with the  procedures
described below) and is accepted by the Trust's Transfer Agent.

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

HOW CAN DIRECT SHAREHOLDERS REDEEM SHARES?  Direct shareholders can redeem their
shares  by  writing  a  letter  to the  Transfer  Agent,  by using  the  Trust's
checkwriting  privilege,  or  by  telephone.  You  can  also  set  up  Automatic
Withdrawal  Plans to redeem  shares on a regular  basis.  If you have  questions
about any of these  procedures,  and especially if you are redeeming shares in a
special  situation,  such as due to the death of the owner or from a  retirement
plan  account,   please  call  the  Transfer  Agent  for  assistance  first,  at
1.800.525.9310.

Certain Requests  Require a Signature  Guarantee.  To protect  Investors and the
      Trust from fraud, the following redemption requests for accounts of direct
      shareholders  must be in writing and must  include a  signature  guarantee
      (there may also be other situations that require a signature guarantee):
   o You wish to redeem  $100,000 or more and  receive a check o The  redemption
   check is not payable to all Investors listed on the
account statement
   o  The redemption check is not sent to the address of record on your
account statement
   o Shares are being transferred to an account with a different owner or name o
   Shares are being redeemed by someone (such as an Executor) other than
the owners

Where Can Direct  Shareholders  Have Their Signatures  Guaranteed?  The Transfer
      Agent will accept a guarantee  of your  signature by a number of financial
      institutions, including:
o     a U.S. bank, trust company, credit union or savings association,
o     a foreign bank that has a U.S. correspondent bank,
o     a U.S. registered dealer or broker in securities, municipal securities
      or government securities, or
o     a U.S. national securities exchange, a registered securities association
      or a clearing agency.

      If you are  signing  on  behalf  of a  corporation,  partnership  or other
business or as a fiduciary, you must also include your title in the signature.

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

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

How   Can Direct Shareholders Sell Shares by Telephone?  Direct shareholders and
      their dealer  representative  of record may both sell shares by telephone.
      To  receive  the  redemption  price  calculated  on a  particular  regular
      business day, the Transfer  Agent must receive the request by 4:00 P.M. on
      that day.  You may not redeem  shares  held under a share  certificate  by
      telephone.  To  redeem  shares  through  a  service  representative,  call
      1.800.525.9310.  Proceeds of telephone  redemptions  will be paid by check
      payable to the shareholder(s) of record and will be sent to the address of
      record for the account. Up to $100,000 may be redeemed by telephone in any
      7-day  period.  The check  must be  payable to all owners of record of the
      shares and must be sent to the  address  on the  account  statement.  This
      service is not  available  within 30 days of  changing  the  address on an
      account.

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

Can   I  Submit  Transaction  Requests  by Fax?  Direct  shareholders  may  send
      requests for certain types of account  transactions  to the Transfer Agent
      by fax  (telecopier).  Please call  1.800.525.9310  for information  about
      which transactions may be handled this way. Transaction requests submitted
      by fax are  subject to the same  rules and  restrictions  as  written  and
      telephone requests described in this Prospectus.

SENDING  REDEMPTION  PROCEEDS BY WIRE.  While the Trust  normally  sends  direct
shareholders  their money by check,  you can arrange to have the proceeds of the
shares you sell sent by Federal Funds wire to a bank account you  designate.  It
must be a commercial  bank that is a member of the Federal  Reserve wire system.
The minimum  redemption you can have sent by wire is $2,500.  There is a $10 fee
for  each  wire.  To find out how to set up this  feature  on an  account  or to
arrange  a  wire,  direct   shareholders  should  call  the  Transfer  Agent  at
1.800.525.9310. If you hold your shares through your dealer's Automatic Purchase
and Redemption Program,  you must contact your dealer to arrange a Federal Funds
wire.

HOW DO I WRITE CHECKS AGAINST MY ACCOUNT?  Program participants may write checks
against the account held under their Program,  but must arrange for checkwriting
privileges through their dealers.  Direct  shareholders may write checks against
their  account by requesting  that  privilege on the account  Application  or by
contacting the Transfer Agent for signature  cards.  They must be signed (with a
signature  guarantee)  by all owners of the account and returned to the Transfer
Agent so that checks can be sent to you to use.  Investors  with joint  accounts
can elect in writing to have checks  paid over the  signature  of one owner.  If
checkwriting  is  established  after  November 1, 2000,  only one  signature  is
required for shareholders with joint accounts, unless you elect otherwise.

   o  Checks can be written to the order of  whomever  you wish,  but may not be
      cashed at the bank the checks are payable through or the Trust's custodian
      bank.
   o  Checkwriting privileges are not available for accounts holding shares that
      are subject to a contingent deferred sales charge.
   o  Checks must be written for at least $250.
   o Checks cannot be paid if they are written for more than your account value.
   o  You may not write a check that would require the Trust to redeem shares
      that were purchased by check or Automatic  Investment Plan payments within
      the prior 10 days.
   o  Don't use your  checks  if you  changed  your  account  number,  until you
      receive new checks.

WILL I PAY A SALES CHARGE WHEN I SELL MY SHARES?  The Trust does not charge a
fee to redeem shares of the Trust that were bought directly or by reinvesting
distributions from that Trust or another Centennial Trust or Oppenheimer fund
(except Oppenheimer Cash Reserves).  Generally, there is no fee to redeem
shares of the Trust bought by exchange of shares of another Centennial Trust
or Oppenheimer fund.  However,

   1. if you  acquired  shares  of the  Trust by  exchanging  Class A shares  of
      another Oppenheimer fund that you bought subject to the Class A contingent
      deferred sales charge, and

   2. those shares are still  subject to the Class A contingent  deferred  sales
      charge when you exchange them into the Trust, then

   3. you will pay the  contingent  deferred  sales  charge if you redeem  those
      shares from the Trust within 18 months of the purchase  date of the shares
      of the fund you exchanged.

How to Exchange Shares

Shares of the Trust can be exchanged for shares of certain  other  Centennial or
Oppenheimer  funds,  depending  on  whether  you own your  shares  through  your
dealer's Automatic Purchase and Redemption Program or as a direct shareholder.

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

HOW CAN DIRECT  SHAREHOLDERS  EXCHANGE SHARES?  Direct shareholders can exchange
shares of the Trust for Class A shares of certain Oppenheimer funds. To exchange
shares, you must meet several conditions:

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

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

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

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

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

      Shares of a particular class of an eligible fund may be exchanged only for
shares of the same class in other eligible funds. For example,  you can exchange
shares  of the  Trust  only for  Class A shares  of  another  fund,  and you can
exchange only Class A shares of another eligible fund for shares of the Trust.

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

      For tax purposes,  exchanges of shares involve a sale of the shares of the
fund you own and a purchase of the shares of the other fund, which may result in
a capital gain or loss. Since shares of the Trust normally  maintain a $1.00 net
asset  value,  in most cases you should not realize a capital  gain or loss when
you sell or exchange your shares.

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

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

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

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

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

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

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

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

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

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


Shareholder Account Rules and Policies

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

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

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

The   Transfer Agent will record any telephone  calls to verify data  concerning
      transactions  and has adopted other  procedures to confirm that  telephone
      instructions   are   genuine,   by   requiring   callers  to  provide  tax
      identification  numbers  and other  account  data and by  confirming  such
      transactions  in  writing.  The  Transfer  Agent and the Trust will not be
      liable  for  losses or  expenses  arising  out of  telephone  instructions
      reasonably believed to be genuine.

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

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

The   Transfer  Agent may  delay  forwarding  a check or  making a  payment  via
      Federal  Funds  wire for  recently  purchased  shares,  but only until the
      purchase  payment has  cleared.  That delay may be as much as 10 days from
      the date the  shares  were  purchased.  That  delay may be  avoided if you
      purchase shares by Federal Funds wire or certified  check, or arrange with
      your bank to provide  telephone or written assurance to the Transfer Agent
      that your purchase payment has cleared.

Involuntary  redemptions  of  small  accounts  may be made by the  Trust  if the
      account  value has fallen below $500 for reasons  other than the fact that
      the  market  value  of  shares  has  dropped.  In some  cases  involuntary
      redemptions  may be made to repay  the  Distributor  for  losses  from the
      cancellation of share purchase orders.

"Backup  Withholding"  of  federal  income tax may be  applied  against  taxable
      dividends,  distributions and redemption proceeds (including exchanges) if
      you fail to furnish the Trust your correct,  certified  Social Security or
      Employer  Identification Number when you sign your application,  or if you
      under-report your income to the Internal Revenue Service.

To    avoid sending duplicate copies of materials to households,  the Trust will
      mail only one copy of each  prospectus  and each  annual  and  semi-annual
      report  to  shareholders  having  the same last  name and  address  on the
      Trust's records.  However, each shareholder may call the Transfer Agent at
      1.800.525.9310 to ask that copies of those materials be sent personally to
      that shareholder.

Dividends and Tax Information

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

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

What  Choices Do I Have for Receiving Distributions? When you open your account,
      direct  shareholders  should specify on your  application  how you want to
      receive your dividends and distributions. You have four options:

o     Reinvest All Distributions in the Trust.  You can elect to reinvest all
      dividends and capital gains distributions in additional shares of the
      Trust.
o     Reinvest Capital Gains Only. You can elect to reinvest some  distributions
      (short-term  capital gains or long-term  capital gains) in the Trust while
      receiving dividends by check or having them sent to your bank account.
o     Receive All  Distributions  in Cash.  You can elect to receive a check for
      all dividends and capital  gains  distributions  or have them sent to your
      bank.
o     Reinvest  Your  Distributions  in Another  Account.  You can  reinvest all
      distributions  in the same  class of shares of  another  Oppenheimer  fund
      account you have established.

If you participate in an Automatic  Purchase and Redemption Program sponsored by
your broker-dealer, all dividends will be automatically reinvested in additional
shares of the Trust.  Under the terms of the Automatic  Purchase and  Redemption
Program,  your  broker-dealer  can pay redeem shares to satisfy  debit  balances
arising  in your  Program  Account.  If that  occurs,  you will be  entitled  to
dividends on those shares only up to and including the date of such redemption.

TAXES.  Dividends  paid  from  net  investment  income  earned  by the  Trust on
municipal securities will be excludable from gross income for federal income tax
purposes.  A portion of a dividend that is derived from interest paid on certain
"private  activity bonds" may be an item of tax preference if you are subject to
the alternative minimum tax. If the Trust earns interest on taxable investments,
any dividends  derived from those earnings will be taxable as ordinary income to
shareholders.

      Dividends  paid by the  Trust  from  interest  it  receives  from New York
municipal  securities  will be  exempt  from New York  State  and New York  City
personal income taxes. Dividends paid from municipal securities of other issuers
normally will be treated as taxable  ordinary  income  subject to New York State
and New York City  personal  income  taxes.  Distributions  of any net long-term
capital gains distribution will be taxable as ordinary income for New York State
and New York City personal income tax purposes.

      Dividends and capital gains distributions may be subject to state or local
taxes.  Long-term  capital  gains are taxable as  long-term  capital  gains when
distributed  to  shareholders.  It does not  matter  how long you have held your
shares.  Dividends  paid from  short-term  capital gains are taxable as ordinary
income.  Whether you reinvest your  distributions  in additional  shares or take
them in cash, the tax treatment is the same.  Every year the Trust will send you
and the IRS a  statement  showing  the amount of any  taxable  distribution  you
received in the previous year as well as the amount of your tax-exempt income.

Remember,  There  May be Taxes  on  Transactions.  Because  the  Trust  seeks to
      maintain a stable $1.00 per share net asset value, it is unlikely that you
      will have a capital gain or loss when you sell or exchange your shares.  A
      capital gain or loss is the difference  between the price you paid for the
      shares and the price you received when you sold them.  Any capital gain is
      subject to capital gains tax.

Returns of Capital Can Occur. In certain cases,  distributions made by the Trust
      may be considered a non-taxable return of capital to shareholders. If that
      occurs, it will be identified in notices to shareholders.

      This  information  is  only  a  summary  of  certain  federal  income  tax
information  about your  investment.  You should  consult  with your tax adviser
about the effect of an investment in the Trust on your particular tax situation.


<PAGE>


Financial Highlights

The Financial  Highlights  Table is presented to help you understand the Trust's
financial  performance for the past 5 fiscal years. Certain information reflects
financial  results  for a single  Trust  share.  The total  returns in the table
represent the rate that an investor would have earned [or lost] on an investment
in the Trust (assuming  reinvestment of all dividends and  distributions).  This
information  for the past 5 fiscal years ended June 30, 2000 has been audited by
Deloitte & Touche LLP, the Trust's  independent  auditors,  whose report,  along
with  the  Trust's  financial  statements,  is  included  in  the  Statement  of
Additional Information, which is available on request.


<PAGE>


INFORMATION AND SERVICES

For More Information On Centennial New York Tax Exempt Trust:

The following additional information about the Trust is available without charge
upon request:

STATEMENT  OF  ADDITIONAL   INFORMATION   This  document   includes   additional
information about the Trust's investment policies,  risks, and operations. It is
incorporated by reference into this  Prospectus  (which means it is legally part
of this Prospectus).

ANNUAL  AND  SEMI-ANNUAL  REPORTS  Additional   information  about  the  Trust's
investments  and  performance is available in the Trust's Annual and Semi-Annual
Reports to  shareholders.  The Annual  Report  includes a  discussion  of market
conditions and investment  strategies  that  significantly  affected the Trust's
performance during its last fiscal year.

How to Get More Information:

You can  request  the  Statement  of  Additional  Information,  the  Annual  and
Semi-Annual Reports, and other information about the Trust or your account:

----------------------------------------------------------------------
By Telephone:                       Call Shareholder Services, Inc.
                                   toll-free:
                                    1.800.525.9310
----------------------------------------------------------------------
----------------------------------------------------------------------
By Mail:                            Write to:
                                    Shareholder Services, Inc.
                                    P.O. Box 5143
                                    Denver, Colorado 80217
----------------------------------------------------------------------

You can also obtain copies of the Statement of Additional  Information and other
Trust  documents  and reports by visiting  the SEC's  Public  Reference  Room in
Washington,  D.C.  (Phone  1.202.942.8090)  or the EDGAR  database  on the SEC's
Internet web site at http://www.sec.gov. Copies may be obtained after payment of
a  duplicating   fee  by  electronic   request  at  the  SEC's  e-mail  address:
[email protected]  or  by  writing  to  the  SEC's  Public  Reference  Section,
Washington, D.C. 20549-0102.

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

                                        The Trust's shares are distributed by:
SEC File No. 811-5584                     Centennial Asset Management
Corporation
PR0780.001.1100
Printed on recycled paper


<PAGE>


APPENDIX TO THE PROSPECTUS OF
CENTENNIAL NEW YORK TAX EXEMPT TRUST

      Graphic material  included in Prospectus of Centennial New York Tax Exempt
Trust (the "Trust")  under the heading:  "Annual Total Returns (as of 12/31 each
year)."

      Bar chart will be included in the  Prospectus  of the Trust  depicting the
annual total returns of a hypothetical investment in shares of the Trust for the
full calendar year since the Trust's inception as a money market fund. Set forth
below are the relevant data points that will appear on the bar chart.

----------------------------------------------------------
Calendar Year Ended:         Annual Total Returns
----------------------------------------------------------
----------------------------------------------------------
12/31/90                     5.22%
----------------------------------------------------------
----------------------------------------------------------
12/31/91                     3.88%
----------------------------------------------------------
----------------------------------------------------------
12/31/92                     2.19%
----------------------------------------------------------
----------------------------------------------------------
12/31/93                     1.62%
----------------------------------------------------------
----------------------------------------------------------
12/31/94                     2.03%
----------------------------------------------------------
----------------------------------------------------------
12/31/95                     3.14%
----------------------------------------------------------
----------------------------------------------------------
12/31/96                     2.67%
----------------------------------------------------------
----------------------------------------------------------
12/31/97                     2.88%
----------------------------------------------------------
----------------------------------------------------------
12/31/98                     2.66%
----------------------------------------------------------
----------------------------------------------------------
12/31/99
----------------------------------------------------------

<PAGE>

-------------------------------------------------------------------------------
Centennial New York Tax Exempt Trust
-------------------------------------------------------------------------------

6803 South Tucson Way, Englewood, Colorado 80112
1.800.525.9310

Statement of Additional Information dated November 1, 2000

      This  Statement  of  Additional  Information  is  not a  Prospectus.  This
document  contains  additional  information  about  the  Trust  and  supplements
information in the Prospectus dated November 1, 2000. It should be read together
with the  Prospectus,  which may be obtained by writing to the Trust's  Transfer
Agent,  Shareholder Services, Inc., at P.O. Box 5143, Denver, Colorado 80217, or
by calling the Transfer Agent at the toll-free number shown above.

Contents
                                                                         Page
About the Trust
Additional Information about the Trust's Investment Policies and Risks
     The Trust's Investment Policies.............................
     Other Investment Strategies.................................
     Investment Restrictions.....................................
How the Trust is Managed.........................................
     Organization and History....................................
     Trustees and Officers of the Trust..........................
     The Manager.................................................
Service Plan.....................................................
Performance of the Trust.........................................

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

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

Appendix A: Securities Ratings................................A-1
Appendix B: Industry Classifications..........................B-1
Appendix C: Tax Equivalent Yield Tables.......................C-1

<PAGE>

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

Additional Information About the Trust's Investment Policies and Risks

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

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

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

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

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

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

      |X| Municipal  Bonds. We have  classified  municipal  securities  having a
maturity  (when the  security  is  issued)  of more than one year as  "municipal
bonds." The principal  classifications of long-term municipal bonds are "general
obligation" and "revenue" (including  "industrial  development") bonds. They may
have fixed, variable or floating rates of interest, as described below.

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

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

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

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

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

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

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

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

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

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

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

      The term  "private  business  use" means any direct or  indirect  use in a
trade or business  carried on by an  individual  or entity other than a state or
municipal  governmental unit. Under the private loan restriction,  the amount of
bond proceeds that may be used to make private loans is limited to the lesser of
5% or $5.0 million of the proceeds. Thus, certain issues of municipal securities
could lose their  tax-exempt  status  retroactively  if the issuer fails to meet
certain  requirements as to the expenditure of the proceeds of that issue or the
use of the bond-financed facility. The Trust makes no independent  investigation
of the users of such bonds or their use of proceeds  of the bonds.  If the Trust
should hold a bond that loses its tax-exempt status  retroactively,  there might
be  an  adjustment  to  the   tax-exempt   income   previously   distributed  to
shareholders.

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

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

      |X| Municipal  Notes.  Municipal  securities  having a maturity  (when the
security  is  issued)  of less than one year are  generally  known as  municipal
notes.  Municipal  notes  generally are used to provide for  short-term  working
capital needs.  Some of the types of municipal notes the Trust can invest in are
described below.

       |_| Tax Anticipation  Notes.  These are issued to finance working capital
needs of municipalities.  Generally,  they are issued in anticipation of various
seasonal tax revenue,  such as income,  sales,  use or other business taxes, and
are payable from these specific future taxes.

       |_| Revenue  Anticipation  Notes.  These are notes issued in expectation
of receipt  of other  types of  revenue,  such as  federal  revenues  available
under federal revenue-sharing programs.

       |_| Bond  Anticipation  Notes.  Bond  anticipation  notes  are  issued to
provide  interim  financing  until  long-term  financing  can be  arranged.  The
long-term  bonds  that are  issued  typically  also  provide  the  money for the
repayment of the notes.

       |_|  Construction   Loan  Notes.   These  are  sold  to  provide  project
construction   financing  until  permanent  financing  can  be  secured.   After
successful  completion and acceptance of the project,  it may receive  permanent
financing through public agencies, such as the Federal Housing Administration.

      |X|  Tax Exempt  Commercial  Paper.  This type of  short-term  obligation
(usually  having a  maturity  of 270 days or less) is issued by a  municipality
to meet current working capital needs.

      |X| Municipal  Lease  Obligations.  The Trust's  investments  in municipal
lease obligations may be through  certificates of participation that are offered
to investors by public  entities.  Municipal leases may take the form of a lease
or an  installment  purchase  contract  issued  by a state or  local  government
authority to obtain funds to acquire a wide variety of equipment and facilities.

      Some municipal lease securities may be deemed to be "illiquid" securities.
Their  purchase by the Trust would be limited as  described  below in  "Illiquid
Securities."  From  time to time the Trust  may  invest  more than 5% of its net
assets in municipal  lease  obligations  that the Manager has  determined  to be
liquid under guidelines set by the Board of Trustees.  Those guidelines  require
the Manager to evaluate:

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

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

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

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

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

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

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

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

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

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

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

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

      |_| Maturity. The Trust must maintain a dollar-weighted  average portfolio
maturity of not more than 90 days, and the maturity of any single  security must
not be in excess of 397 days from the date of the  investment  unless  that debt
instrument  is purchased  subject to a demand  feature  which may not exceed 397
days and requires  payment on not more than 30 days' notice.  The Trust also may
buy adjustable and floating rate  securities,  enter into repurchase  agreements
and lend  portfolio  securities.  Rule 2a-7 defines how the  maturities of these
securities  are  determined.  The  Trust  may  buy  these  securities  if  their
maturities do not exceed the time period provided for in Rule 2a-7, or any other
applicable rule.

      |_| Demand Features and Guarantees. Demand features and gurantees and some
of their  uses are  described  in the  Prospectus.  The Trust  also uses  demand
features and  guarantees to satisfy the maturity,  quality and  diversifications
requirements  described  above.  The Trust considers the person which issues the
demand  feature  as the  person to whom the  Trust  will  look for  payment.  An
unconditional  demand  feature is  considered a guarantee and the Trust looks to
the person making the guarantee for payment of the  obligation of the underlying
security.

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

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

Other Investment Strategies

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

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

Loans of Portfolio Securities.  To attempt to increase its income, the Trust may
lend  its  portfolio   securities  to  brokers,   dealers  and  other  financial
institutions.  These  loans are limited to not more than 10% of the value of the
Trust's total assets and are subject to other  conditions  described  below. The
Trust will not enter into any securities lending agreements having a maturity in
excess of 397 days from the purchase date.  The Trust  presently does not intend
to lend its  securities,  but if it does, the value of securities  loaned is not
expected to exceed 5% of the value of the Trust's total  assets.  There are some
risks in lending  securities.  The Trust could  experience  a delay in receiving
additional  collateral  to secure a loan,  or a delay in  recovering  the loaned
securities.

      The Trust must receive  collateral for a loan. Any securities  received as
collateral  for a loan  must  mature in twelve  months  or less.  Under  current
applicable  regulatory  requirements  (which  are  subject to  change),  on each
business day the loan  collateral  must be at least equal to the market value of
the loaned  securities.  The  collateral  must consist of cash,  bank letters of
credit, U.S. government  securities or other cash equivalents in which the Trust
is permitted to invest.  To be acceptable as collateral,  letters of credit must
obligate a bank to pay  amounts  demanded  by the Trust if the demand  meets the
terms of the letter. Such terms and the issuing bank must be satisfactory to the
Trust.

      When it lends  securities,  the Trust receives from the borrower an amount
equal to the interest  paid or the dividends  declared on the loaned  securities
during the term of the loan.  It may also receive  negotiated  loan fees and the
interest  on  the   collateral   securities,   less  any  finders',   custodian,
administrative  or other fees the Trust pays in  connection  with the loan.  The
Trust may share the interest it receives on the collateral  securities  with the
borrower as long as it realizes at least a minimum  amount of interest  required
by the lending guidelines established by its Board of Trustees.

      The Trust will not lend its portfolio securities to any officer,  Trustee,
employee  or  affiliate  of the Trust or its  Manager.  The terms of the Trust's
loans must meet  certain  tests under the  Internal  Revenue Code and permit the
Trust to reacquire loaned  securities on five business days notice or in time to
vote on any important matter.

Repurchase  Agreements.  In a  repurchase  transaction,  the  Trust  acquires  a
security  from,  and  simultaneously  resells it to, an approved  vendor (a U.S.
commercial  bank or the U.S.  branch of a foreign  bank  having  total  domestic
assets of at least $1 billion or a broker-dealer  with a net capital of at least
$50  million  and  which has been  designated  a  primary  dealer in  government
securities).  The resale  price  exceeds  the  purchase  price by an amount that
reflects an agreed-upon  interest rate effective for the period during which the
repurchase  agreement is in effect.  The majority of these transactions run from
day to day, and delivery  pursuant to the resale typically will occur within one
to five days of the purchase. Repurchase agreements are considered "loans" under
the Investment  Company Act of 1940, as amended (the  "Investment  Company Act")
collateralized by the underlying  security.  The Trust's  repurchase  agreements
require that at all times while the repurchase agreement is in effect, the value
of  the  collateral  must  equal  or  exceed  the  repurchase   price  to  fully
collateralize the repayment obligation.  Additionally,  the Manager will monitor
the vendor's  creditworthiness  to confirm that the vendor is financially  sound
and will continuously monitor the collateral's value.

Special Investment  Considerations - New York Municipal Securities. As explained
in the Prospectus,  the Trust's  investments are highly  sensitive to the fiscal
stability of New York State  (referred to in the section as the "State") and its
subdivisions,  agencies,  instrumentalities  or authorities,  including New York
City,  which issue the  municipal  securities  in which the Trust  invests.  The
following  information  on risk factors in  concentrating  in New York municipal
securities is only a summary,  based on  publicly-available  official statements
relating to offerings by issuers of New York municipal securities on or prior to
June 15, 1999 with respect to  offerings  of New York State,  and on or prior to
June 18, 1999 with respect to offerings by New York City. No  representation  is
made as to the accuracy of this information.

      During the mid-1970's the State,  some of its agencies,  instrumentalities
and  public  benefit  corporations  (the  "Authorities"),  and  certain  of  its
municipalities  faced serious financial  difficulties.  To address many of these
financial  problems,  the State developed various  programs,  many of which were
successful  in reducing the financial  crisis.  Any further  financial  problems
experienced by these Authorities or  municipalities  could have a direct adverse
effect on the New York municipal securities in which the Trust invests.

      |X|  Factors  Affecting  Investments  in New York  State  Securities.  The
forecast of the State's  economy shows continued  expansion  during the 1999 and
2000 calendar years,  with  employment  growth  gradually  slowing from the 1998
calendar  year.  The  financial  and  business  service  sectors are expected to
continue  to do well,  while  employment  in the  manufacturing  and  government
sectors are expected to post only small, if any, declines.  On an average annual
basis,  the employment  growth rate in the State is expected to be lower than in
1998.  Personal income is expected to have recorded moderate gains in 1999. Wage
growth  in 1999  and  2000 is  expected  to have  been  slower  than in the 1998
calendar year, because the recent robust growth in bonus payments has moderated.

      The forecast for continued  growth,  and any resultant impact on the State
Plan,  contains some uncertainties.  Stronger-than-expected  gains in employment
and  wages  could  lead to  surprisingly  strong  growth in  consumer  spending.
Investments could also remain robust.  Conversely, net exports could plunge even
more sharply than expected,  with adverse impacts on the growth of both consumer
spending  and  investment.  The  inflation  rate may differ  significantly  from
expectations due to the upward pressure of a tight labor market and the downward
pressure of price  reductions  emanating from the current  economic  weakness in
Asia. In addition, the State economic forecast could over- or under-estimate the
level of future bonus  payments or  inflation  growth,  resulting in  forecasted
average  wage  growth  that  could  differ  significantly  from  actual  growth.
Similarly,  the State forecast  could fail to correctly  account for declines in
banking  employment  and the  direction of  employment  change that is likely to
accompany telecommunications and energy deregulation.

      The national economy has maintained a robust rate of growth with over 16.9
million jobs added  nationally since early 1992. The State economy has continued
to expand,  but growth remains somewhat slower than in the nation.  Although the
State has added over  400,000  jobs since  late 1992,  employment  growth in the
State has been  hindered  during  recent  years by  significant  cutbacks in the
computer and instrument manufacturing,  utility, defense and banking industries.
Government downsizing has also moderated these job gains.

      The  State's  General  Fund (the  major  operating  Fund of the State) was
projected in the 1999-2000 New York State  Financial  Plan  (referred to in this
section as the "State  Plan") to be balanced  on a cash basis for the  1999-2000
fiscal year.  Total  receipts and  transfers  from other funds are  projected to
reach  $38.81  billion an increase of over $2.03  billion  from the prior fiscal
year, and  disbursements and transfers to other funds are projected to be $37.14
billion,  an  increase of $524  million  from the total  disbursed  in the prior
fiscal year.

      Projections  of total  State  receipts  in the State Plan are based on the
State tax structure in effect during the fiscal year and on assumptions relating
to basic  economic  factors  and  their  historical  relationships  to State tax
receipts.  In  preparing  projections  of  State  receipts,  economic  forecasts
relating to personal  income,  wages,  consumption,  profits and employment have
been particularly important. The projection of receipts from most tax or revenue
sources  is  generally  made by  estimating  the  change in yield of such tax or
revenue source caused by economic and other  factors,  rather than by estimating
the total yield of such tax or revenue  source from its estimated tax base.  The
forecasting  methodology,  however,  ensures that State  fiscal year  collection
estimates for taxes that are based on a computation of annual liability, such as
the business and personal  income taxes,  are consistent with estimates of total
liability under those taxes.

      Projections of total State disbursements are based on assumptions relating
to  economic  and  demographic  factors,  levels of  disbursements  for  various
services provided by local governments  (where the cost is partially  reimbursed
by  the  State),  and  the  results  of  various  administrative  and  statutory
mechanisms in controlling  disbursements for State operations.  Factors that may
affect the level of  disbursements  in the  fiscal  year  include  uncertainties
relating to the economy of the nation and the State, the policies of the federal
government, and changes in the demand for and use of State services.

      In  recent  years,  State  actions  affecting  the level of  receipts  and
disbursements,  the  relative  strength of the State and regional  economy,  and
actions  of the  federal  government  have help to create  projected  structural
budget  gaps for the  State.  These gaps  result  from a  significant  disparity
between recurring  revenues and the costs of maintaining or increasing the level
of support for State  programs.  To address a potential  imbalance  in any given
fiscal year,  the State would be required to take  actions to increase  receipts
and/or reduce disbursements as it enacts the budget for that year, and under the
State  Constitution,  the Governor is required to propose a balanced budget each
year.  There can be no assurance,  however,  that the legislature will enact the
Governor's  proposals or that the State's actions will be sufficient to preserve
budgetary  balance in a given  fiscal year or to align  recurring  receipts  and
disbursements in future fiscal years.

      |_|  State   Governmental   Funds   Group.    Substantially   all   State
non-pension   financial   operations   are   accounted   for  in  the   State's
governmental funds group. Governmental funds include:

      o the General Fund,  which  receives all income not required by law to be
        deposited in another fund;
      o Special  Revenue  Funds,  which receive most of the money the State gets
        from the Federal government and other income the use of which is legally
        restricted to certain purposes;
      o Capital Projects Funds, used to finance the acquisition and construction
        of major capital  facilities by the State and to aid in certain projects
        conducted by local governments or public authorities; and
      o Debt Service Funds, which are used for the accumulation of money for the
        payment of  principal  of and  interest  on  long-term  debt and to meet
        lease-purchase and other contractual-obligation commitments.

      |_| Local Government Assistance  Corporation.  In 1990, as part of a State
fiscal  reform  program,  legislation  was  enacted  creating  Local  Government
Assistance  Corporation,   a  public  benefit  corporation  empowered  to  issue
long-term  obligations  to fund  payments  to  local  governments  that had been
traditionally  funded  through  the  State's  annual  seasonal  borrowing.   The
legislation authorized the corporation to issue its bonds and notes in an amount
not in excess of $4.7 billion  (exclusive of certain  refunding  bonds).  Over a
period of years,  the issuance of these long-term  obligations,  which are to be
amortized  over no more than 30 years,  was expected to  eliminate  the need for
continued short-term seasonal borrowing.

      The  legislation  also  dedicated  revenues  equal to  one-quarter  of the
four-cent  State  sales  and use tax to pay debt  service  on these  bonds.  The
legislation also imposed a cap on the annual seasonal  borrowing of the State at
$4.7  billion,  less net proceeds of bonds issued by the  corporation  and bonds
issued to provide for capitalized  interest.  An exception is in cases where the
Governor and the  legislative  leaders have  certified  the need for  additional
borrowing  and have provided a schedule for reducing it to the cap. If borrowing
above the cap is thus  permitted in any fiscal year, it is required by law to be
reduced to the cap by the fourth fiscal year after the limit was first exceeded.
This  provision  capping the seasonal  borrowing was included as a covenant with
the corporation's bondholders in the resolution authorizing such bonds.

      As of June 1995, the corporation had issued bonds and notes to provide net
proceeds of $4.7 billion completing the program. The impact of its borrowing, as
well as other  changes in revenue and spending  patterns,  is that the State has
been able to meet its cash flow needs throughout the fiscal year without relying
on short-term seasonal borrowings.

      |X|  Authorities.  The  fiscal  stability  of the State is  related to the
fiscal   stability  of  its  public   Authorities.   Authorities   have  various
responsibilities,  including  those  which  finance,  construct  and/or  operate
revenue-producing  public  facilities.   Authorities  are  not  subject  to  the
constitutional  restrictions  on the incurrence of debt which apply to the State
itself,  and may issue bonds and notes within the amounts,  and restrictions set
forth in their legislative authorization.

      Authorities are generally  supported by revenues generated by the projects
financed or  operated,  such as tolls  charged for use of  highways,  bridges or
tunnels, charges for electric power, electric and gas utility services,  rentals
charged  for and  housing  units and  charges  for  occupancy  at  medical  care
facilities.   In  addition,   State  legislation  authorizes  several  financing
techniques for Authorities. There are statutory arrangements providing for State
local  assistance  payments  otherwise  payable to  localities  to be made under
certain  circumstances  to Authorities.  Although the State has no obligation to
provide additional assistance to localities whose local assistance payments have
been paid to Authorities under these arrangements,  if local assistance payments
are diverted,  the affected  localities could seek additional State  assistance.
Some  Authorities also receive moneys from State  appropriations  to pay for the
operating costs of certain of their programs.

      |X| Ratings of the State's  Securities.  On January 13,  1992,  Standard &
Poor's reduced its ratings on the State's general  obligation  bonds from "A" to
"A-" and, in  addition,  reduced its  ratings on the State's  moral  obligation,
lease purchase,  guaranteed and contractual  obligation debt.  Standard & Poor's
also  continued  its  negative  rating  outlook   assessment  on  State  general
obligation debt. On April 26, 1993, Standard & Poor's revised its rating outlook
assessment  to  "stable." On February  14,  1994,  Standard & Poor's  raised its
outlook to "positive" and, on October 3, 1995, confirmed its A-rating. On August
28,  1997,  Standard  &  Poor's  revised  its  ratings  on the  State's  general
obligation  bonds from A- to A and,  in  addition,  revised  its  ratings on the
State's moral obligation, lease purchase,  guaranteed and contractual obligation
debt.

      On  January  6,  1992,   Moody's   reduced  its  ratings  on   outstanding
limited-liability  State lease purchase and contractual  obligations from "A" to
"Baa1." On October 2, 1995,  Moody's  reconfirmed  its "A" rating of the State's
general  obligation  long-term  indebtedness.  On  February  10,  1997,  Moody's
confirmed  its  "A2"  rating  of  the  State's  general   obligation   long-term
indebtedness.

      Ratings  reflect  only the  views  of the  ratings  organizations,  and an
explanation  of the  significance  of a rating may be  obtained  from the rating
agency  furnishing the rating.  There is no assurance  that a particular  rating
will  continue for any given period of time or that a rating will not be revised
downward or withdrawn  entirely,  if, in the  judgment of the agency  originally
establishing  the  rating,   circumstances   warrant.  A  downward  revision  or
withdrawal  of a ratings,  could have an effect on the market price of the State
municipal securities in which the Trust invests.

      |X| The State's General  Obligation  Debt. As of March 31, 1998, the State
had  approximately  $4.74  billion  in  general  obligation  bonds  outstanding.
Principal and interest due on general  obligation  bonds were $742.1 million for
the 1998-99  fiscal year and are  estimated  to be $695  million for the State's
1999-2000 fiscal year.

      |X|  Pending  Litigation.  The  State is a  defendant  in  numerous  legal
proceedings  pertaining  to matters  incidental  to the  performance  of routine
governmental operations. That litigation includes, but is not limited to, claims
asserted  against the State  arising from  alleged  torts,  alleged  breaches of
contracts,  condemnation  proceedings and other alleged  violations of State and
federal laws. These proceedings  could affect adversely the financial  condition
of the State in the 1999-2000 fiscal year or thereafter.

      The State  believes that the State Plan includes  sufficient  reserves for
the payment of judgments that may be required during the 1999-2000  fiscal year.
There can be no  assurance,  however,  that an adverse  decision in any of these
proceedings  would not exceed the amount the State Plan reserves for the payment
of judgments and, therefore, could affect the ability of the State to maintain a
balanced 1999-2000 Financial Plan.

      In addition,  the State is party to other claims and litigations  that its
legal counsel has advised are not probable of adverse court decisions or are not
deemed to be materially adverse.  Although,  the amounts of potential losses, if
any, are not presently determinable, it is the State's opinion that its ultimate
liability  in these cases is not expected to have a material  adverse  effect on
the State's financial position in the 1999-2000 fiscal year or thereafter.

      |X| Other Functions. Certain localities in addition to the City could have
financial  problems leading to requests for additional  State assistance  during
the State's  current  fiscal year and  thereafter.  The potential  impact on the
State of such actions by  localities is not included in the  projections  of the
State receipts and disbursements in the State's 1999-2000 fiscal year.

      |X| Factors Affecting  Investments in New York City Municipal  Securities.
The fiscal health of New York City (the "City") has a more significant effect on
the  fiscal  health  of the  State  than any other  municipality.  The  national
economic downturn which began in July 1990 adversely  affected the local economy
which had been declining since late 1989. As a result,  the City experienced job
losses in 1990 and 1991 and real  Gross  City  Product  fell in those two years.
Beginning in 1992,  the  improvement in the national  economy  helped  stabilize
conditions in the City.  Employment  losses  moderated  toward year-end and real
Gross City Product  increased,  boosted by strong wage gains.  After  noticeable
improvements in the City's economy during 1994,  economic growth slowed in 1995.
It improved  commencing in calendar year 1996,  reflecting  improved  securities
industry earnings and employment in other sectors.  Overall, the City's economic
improvement  accelerated  significantly  in 1997 and 1998.  The  City's  current
financial plan assumes that, after strong growth in 1993-1998  moderate economic
growth will occur through  calendar year 2003,  with  moderating  job growth and
wage increases.

      For each of the 1981 through 1998 fiscal years,  the City had an operating
surplus,  before  discretionary  and  other  transfers,  and  achieved  balanced
operating results as reported in accordance with generally  accepted  accounting
principles.  The City has  been  required  to  close  substantial  gaps  between
forecast  revenues  and  forecast  expenditures  in order to  maintain  balanced
operating  results.  There can be no  assurance  that the City will  continue to
maintain  balanced  operating  results as  required  by State law without tax or
other revenue increases or reductions in City services or entitlement  programs,
which could adversely affect the City's economic base.

      The  Mayor  is  responsible  for  preparing  the  City's  financial  plan,
including  the City's  current  financial  plan for the 2000 through 2003 fiscal
years  (referred  to below as the  "2000-2003  Financial  Plan",  or  "Financial
Plan").

      The  City's  projections  set  forth in the  Financial  Plan are  based on
various  assumptions  and  contingencies  which are  uncertain and which may not
materialize.  Implementation  of the Financial Plan is dependent upon the City's
ability to market its securities successfully.  The City's financing program for
fiscal years 1999 through 2003  contemplates  the issuance of $10.091 billion of
general obligation bonds and $5.34 billion of bonds to be issued by the New York
City Transitional  Finance  Authority (the "Finance  Authority") to finance City
capital projects.  In addition, it is currently expected that approximately $2.8
billion of bonds will be issued by the Tobacco  Settlement Asset  Securitization
Corporation  ("TSASC")  and paid from revenues  received from a settlement  with
leading  tobacco  companies.  The Finance  Authority  and TSASC were  created to
assist the City in  financing  its  capital  program  while  keeping  the City's
indebtedness within the forecast level of the constitutional restrictions on the
amount  of debt the City is  authorized  to  incur.  If TSASC is unable to issue
bonds in the  amount  expected,  the City  will need to find  another  source of
financing or substantially curtail or halt its capital program.

      In addition, the City issues revenue and tax anticipation notes to finance
its seasonal working capital requirements. The success of projected public sales
of City bonds and notes, New York City Municipal Water Finance Authority ("Water
Authority")  bonds and  Finance  Authority  bonds will be subject to  prevailing
market  conditions.  The City's planned capital and operating  expenditures  are
dependent upon the sale of its general obligation bonds and notes, and the Water
Authority, Finance Authority and TSASC bonds. Future developments concerning the
City and public  discussion of such  developments,  as well as prevailing market
conditions,  may affect the market for outstanding City general obligation bonds
and notes.

      The City Comptroller and other agencies and public officials issue reports
and make public  statements  which,  among other  things,  state that  projected
revenues and  expenditures  may be different from those forecasted in the City's
Financial Plan. It is reasonable to expect that such reports and statements will
continue to be issued and to engender public comment.

      |X| 1999  Modification  and 2000-2003  Financial  Plan.  The June 14, 1999
quarterly  modification  to the  City's  financial  plan for  fiscal  year  1999
(referred to as the "1999 Modification")  projects revenues and expenditures for
the 1999 fiscal year balanced in accordance  with GAAP.  The Financial  Plan for
the 2000 through 2003 fiscal  years,  released on June 14, 1999,  also  projects
revenues and  expenditures  for the 2000 fiscal year balanced in accordance with
GAAP. The Financial Plan takes into account a projected decrease in tax revenues
in fiscal years 2000 and 2001 and a projected increase in tax revenues in fiscal
years 2002 and 2003, an increase in planned  expenditures  for health  insurance
and other agency spending  increases.  In addition,  the Financial Plan includes
proposed discretionary transfers in the fiscal year 1999 for debt service due in
fiscal year 2000,  in fiscal year 2000 for debt service due in fiscal year 2001,
and in fiscal year 2001 for debt service due in fiscal year 2002.  The Financial
Plan also sets forth  projections  for the 2001  through  2003 fiscal  years and
projects  gaps of $1.8  billion,  $1.9  billion  and $1.8  billion  for the 2001
through 2003 fiscal years, respectively.

      The  Financial  Plan assumes  that the Governor and the State  Legislature
approve  extension of the 14% personal income tax surcharge,  which is scheduled
to expire on December  31, 1999,  and which is  projected to provide  revenue of
$572 million,  $585 million,  $600 million and $638 million in 2000,  2001, 2002
and 2003 fiscal years, respectively. It assumes collection of the projected rent
payments for the City's airports,  totaling $365 million,  $185 million and $155
million in the 2001  through  2003 fiscal  years,  respectively.  A  substantial
portion  of  those  collections  may  depend  on the  successful  completion  of
negotiations  with The Port  Authority  of New  York  and New  Jersey  or on the
enforcement of the City's rights under the existing leases through pending legal
actions.  It also  assumes  State and  federal  approval  of State  and  federal
gap-closing actions proposed by the City and receipt of tobacco settlement funds
providing revenues or expenditure offsets in annual amounts ranging between $250
million  and $300  million.  The  Financial  Plan  provides no  additional  wage
increases for City employees after their  contracts  expire in fiscal years 2000
and 2001. In addition,  the economic and financial  condition of the City may be
affected by various financial, social, economic and political factors that could
have a material effect on the City.

      Various actions  proposed in the City's  Financial Plan are uncertain.  If
these measures  cannot be  implemented,  the City will be required to take other
actions to decrease  expenditures  or  increase  revenues to maintain a balanced
financial plan.

      |X| Ratings of the City's Bonds. Moody's Investors Service, Inc. has rated
the City's  general  obligation  bonds "A3." Standard & Poor's Ratings Group has
rated those bonds "A-." Fitch, the international  rating agency, has rated these
bonds "A." Those  ratings  reflect only the views of Moody's,  Standard & Poor's
and Fitch from which an explanation of the  significance  of such ratings may be
obtained.  There is no assurance  that those ratings will continue for any given
period of time or that they will not be revised downward or withdrawn  entirely.
Any downward  revision or withdrawal  could have an adverse effect on the market
prices of the City's  bonds.  On July 10,  1995,  Standard & Poor's  revised its
rating of City bonds  downward  to "BBB+." On July 16,  1998,  Standard & Poor's
revised its rating of City bonds  upward to "A-."  Moody's  rating of City bonds
was  revised in  February  1998 to "A3" from  "Baal."  On March 8,  1999,  Fitch
revised its rating of City bonds upward to "A."

      |X| The City's  Outstanding  Indebtedness.  As of March 31, 1999, the City
and  the  Municipal  Assistance  Corporation  for  the  City  of New  York  had,
respectively,  $26.817  billion and $3.194 billion of outstanding  net long-term
debt.

      The City  depends  on the State  for State aid both to enable  the City to
balance its budget and to meet its cash requirements.  There can be no assurance
that  there  will not be  reductions  in  State  aid to the  City  from  amounts
currently  projected;  that State budgets in future fiscal years will be adopted
by the April 1 statutory deadline,  or interim  appropriations  enacted; or that
any such  reductions or delays will not have adverse  effects on the City's cash
flow or expenditures.

      |X| Pending Litigation.  The City is a defendant in lawsuits pertaining to
material  matters,  including  claims asserted that are incidental to performing
routine governmental and other functions.  That litigation includes,  but is not
limited to, actions  commenced and claims asserted  against the City arising out
of alleged torts,  alleged breaches of contracts,  alleged violations of law and
condemnation  proceedings.  For the fiscal year ended on June 30, 1998, the City
paid $386 million for judgments and claims.  The 1999 Modification and 2000-2003
Financial Plan include provision for the payment of claims of $391 million, $393
million,  $407 million,  $429 million and $448 million for the 1999 through 2003
fiscal  years,  respectively.  As of June  30,  1998,  the  City  estimates  its
potential future liability for outstanding claims against it to be $3.5 billion.

Investment Restrictions

      |X|  What Are  "Fundamental  Policies?"  Fundamental  policies  are  those
policies  that the  Trust has  adopted  to govern  its  investments  that can be
changed  only by the vote of a  "majority"  of the  Trust's  outstanding  voting
securities.  Under the Investment  Company Act, a "majority"  vote is defined as
the vote of the holders of the lesser of:

     |_| 67% or  more  of the  shares  present  or  represented  by  proxy  at a
shareholder  meeting,  if the holders of more than 50% of the outstanding shares
are present or  represented  by proxy,  or |_| more than 50% of the  outstanding
shares.

      The Trust's investment  objective is a fundamental policy.  Other policies
described in the  Prospectus  or this  Statement of Additional  Information  are
"fundamental" only if they are identified as such. The Trust's Board of Trustees
can change  non-fundamental  policies  without  shareholder  approval.  However,
significant  changes to investment  policies will be described in supplements or
updates to the  Prospectus  or this  Statement  of  Additional  Information,  as
appropriate.  The Trust's most significant  investment policies are described in
the Prospectus.

|X|   Does the  Trust  Have  Additional  Fundamental  Policies?  The  following
investment restrictions are fundamental policies of the Trust.

      |_| The Trust cannot make loans,  except that the Trust may purchase  debt
securities  described in  "Investment  Objective and  Policies"  and  repurchase
agreements,  and the Trust may lend its portfolio securities as described in the
Statement of Additional Information;

      |_| The  Trust  cannot  borrow  money in excess of 10% of the value of its
total assets or make any investment  when  borrowings  exceed 5% of the value of
its total assets; it may borrow only as a temporary measure for extraordinary or
emergency purposes; no assets of the Trust may be pledged, mortgaged or assigned
to secure a debt;

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

      |_| The  Trust  cannot  invest  in real  estate;  however,  the  Trust may
purchase  debt  securities  issued by  companies  which invest in real estate or
interests therein;

      |_|  The Trust cannot  purchase  securities on margin or make short sales
of securities;

      |_| The Trust cannot  invest in or hold  securities of any issuer if those
officers and trustees or directors 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;

      |_| The Trust  cannot  underwrite  securities  of other  companies  except
insofar as the Trust may be deemed an  underwriter  under the  Securities Act of
1933 in connection with the disposition of portfolio securities;

      |_| The Trust cannot purchase  securities of other  investment  companies,
except   in   connection   with  a   merger,   consolidation,   acquisition   or
reorganization.

|_| The Trust  cannot  issue  "senior  securities,"  but this does not  prohibit
certain  investment  activities  for which assets of the Trust are designated as
segregated,  or margin,  collateral or escrow  arrangements are established,  to
cover the related obligations.

      At a meeting held on August 22, 2000,  the Board of Trustees  recommended:
(i) the elimination of the Fund's fundamental  investment policy with respect to
investing  in  unseasoned  issuers;   and  (ii)  the  amendment  of  the  Fund's
fundamental  investment  policy with respect to (a) investing in debt securities
having a  maturity  in  excess  of one year  from the date of  purchase  and (b)
concentration of investments 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.  The current and proposed language, if
applicable,  is set forth  below.  These  changes are expected to be approved by
shareholders  on or about  _____,  2000.  If the  changes  are not  approved  by
shareholders,   the  Manager  will   supplement  this  Statement  of  Additional
Information to reflect that the changes were not approved.

A.    Investing in Securities of Issuers in Operation Less than Three Years.

---------------------------------------------------------------------
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.
---------------------------------------------------------------------

B. Investing in Debt Securities Having a Maturity Greater than One Year.

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

     As a fundamental  policy,  the As a fundamental  policy,  the Trust may not
invest in any debt Trust may not invest in any debt instrument having a maturity
in  instrument  having a maturity  in excess of one year from the date excess of
the time  period of the  investment.  provided  for in Rule  2a-7,  or any other
applicable  rule.  The Trust  cannot  enter into a The Trust cannot enter into a
repurchase  agreement  or purchase  repurchase  agreement or purchase a security
subject to a call if a security subject to a call if the scheduled repurchase or
the scheduled  repurchase or redemption  date is greater than redemption date is
greater than one year.  the time period  provided for in Rule 2a-7, or any other
applicable  rule.  The Trust cannot invest in any The Trust cannot invest in any
debt instrument having a maturity debt instrument having a in excess of one year
from the maturity in excess of 397 days date of  purchase,  unless from the date
of purchase, purchased subject to a demand unless purchased subject to a feature
which may not exceed one demand feature which may not year and requires  payment
on not exceed 397 days and requires  more than 30 days'  notice.  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.
---------------------------------------------------------------------

C.    The Trust's Concentration Policy.

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

      For  purposes  of  the   investment   restrictions   listed   above,   the
identification of the "issuer" of a municipal  security depends on the terms and
conditions  of  the  security.  When  the  assets  and  revenues  of an  agency,
authority,  instrumentality  or other  political  subdivision  are separate from
those of the government creating the subdivision and the security is backed only
by the assets and revenues of the subdivision,  such subdivision would be deemed
to be the sole issuer. Similarly, in the case of an industrial development bond,
if that bond is backed only by the assets and  revenues  of the  nongovernmental
user,  then such  nongovernmental  user  would be deemed to be the sole  issuer.
However,  if in  either  case  the  creating  government  or some  other  entity
guarantees the security,  such guarantee would be considered a separate security
and would be treated as an issue of such  government  or other  agency.  Conduit
securities  are deemed to be issued by the  person  ultimately  responsible  for
payments of interest and principal on the security.

      In applying the  restrictions as to the Trust's  investments,  the Manager
will  consider a  nongovernmental  user of  facilities  financed  by  industrial
development bonds as being in a particular industry, despite the fact that there
is no industry concentration limitation as to municipal securities the Trust may
own.  Although  this  application  of  the  restriction  is  not  technically  a
fundamental  policy of the  Trust,  it will not be changed  without  shareholder
approval.  Should any such change be made,  the Prospectus  and/or  Statement of
Additional Information will be supplemented to reflect the change.

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

      For purposes of the Trust's policy not to concentrate  its  investments in
securities of issuers,  the Trust has adopted the industry  classifications  set
forth in Appendix B to this Statement of Additional  Information.  This is not a
fundamental policy.

How the Trust Is Managed

Organization and History. The Trust is an open-end,  non-diversified  management
investment company organized as a Massachusetts  business trust in 1988, with an
unlimited number of authorized shares of beneficial interest.

      The Trust is governed by a Board of  Trustees,  which is  responsible  for
protecting the interests of shareholders  under  Massachusetts law. The Trustees
meet periodically throughout the year to oversee the Trust's activities,  review
its performance,  and review the actions of the Manager. Although the Trust will
not normally hold annual meetings of its  shareholders,  it may hold shareholder
meetings from time to time on important  matters.  Shareholders of the Trust may
have the right to call a meeting  to remove a Trustee  or to take  other  action
described in the Declaration of Trust.

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

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

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

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

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

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

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

Robert G. Avis*, Trustee, Age: 68
One North Jefferson Ave., St. Louis, Missouri 63103
Chairman,  President and Chief Executive Officer of A.G. Edwards Capital,  Inc.
(general  partnership  of private  equity  funds),  Director of A.G.  Edwards &
Sons,  Inc. (a  broker-dealer)  and Director of A.G.  Edwards  Trust  Companies
(trust  companies),  formerly,  Vice Chairman of A.G.  Edwards & Sons, Inc. and
A.G.  Edwards,  Inc. (its parent holding company) and Chairman of A.G.E.  Asset
Management (an investment advisor).

Sam Freedman, Trustee, Age: 59
4975 Lakeshore Drive, Littleton, Colorado 80123
Formerly  Chairman and Chief  Executive  Officer of  OppenheimerFunds  Services,
Chairman,  Chief Executive Officer and a director of Shareholder Services, Inc.,
Chairman,   Chief  Executive  Officer  and  director  of  Shareholder  Financial
Services, Inc., Vice President and director of Oppenheimer Acquisition Corp.
and a director of OppenheimerFunds, Inc.

Raymond J. Kalinowski, Trustee, Age: 70
44 Portland Drive, St. Louis, Missouri 63131
Director  of  Wave  Technologies  International,   Inc.  (a  computer  products
training company), self-employed consultant (securities matters).

C. Howard Kast, Trustee, Age: 77
2552 East Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).

Robert M. Kirchner, Trustee, Age: 78
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).

Bridget A. Macaskill*, President and Trustee, Age: 51
Two World Trade Center, New York, New York 10048-0203
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 Asset Management  Corporation,  an investment  adviser
subsidiary of the Manager; Chairman and a director of Shareholder Services, Inc.
(since August 1994) and Shareholder  Financial  Services,  Inc. (since September
1995),  transfer agent  subsidiaries of the Manager;  President (since September
1995) and a director (since October 1990) of Oppenheimer  Acquisition Corp., the
Manager's  parent  holding  company;  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  OppenheimerFunds  International  Ltd.,  an  offshore  fund  management
subsidiary of the Manager and of Oppenheimer Millennium Funds plc; President and
a director of other Oppenheimer funds; a director of Prudential  Corporation plc
(a U.K. financial service company).

James C. Swain*,  Chairman,  Chief Executive  Officer and Trustee,  Age: 65 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 and
Chairman of the Board of Shareholder Services, Inc.

Michael A. Carbuto, Vice President and Portfolio Manager, Age: 44
Two World Trade Center, New York, New York 10048-0203
Vice  President  of the Manager and  Centennial  Asset  Management  Corporation
(since May 1988); an officer of other Oppenheimer funds.

Andrew J. Donohue, Vice President and Secretary, Age: 49
Two World Trade Center, New York, New York 10048-0203
Executive Vice President  (since January 1993),  General  Counsel (since October
1991) and a Director  (since  September  1995) of 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 Asset Management  Corporation,  Shareholder  Services,
Inc.,   Shareholder   Financial  Services,   Inc.  and  (since  September  1995)
Oppenheimer  Partnership Holdings,  Inc.; President and a director of Centennial
Asset Management Corporation (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); an
officer of other Oppenheimer funds.

Robert J. Bishop, Assistant Treasurer, Age: 40
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: 34
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.

Brian W. Wixted, Treasurer, Age: 40
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since April 1999) of the Manager; Treasurer
of  HarbourView  Asset  Management  Corporation,   Shareholder  Services,  Inc.,
Shareholder Financial Services,  Inc. and Oppenheimer Partnership Holdings, Inc.
(since April 1999); Assistant Treasurer of Oppenheimer  Acquisition Corp. (since
April 1999);  Assistant  Secretary of Centennial  Asset  Management  Corporation
(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, Age: 51
Two World Trade Center, New York, New York 10048-0203
Senior Vice  President  (since May 1985) and Associate  General  Counsel (since
May 1981) of the Manager,  Assistant  Secretary of Shareholder  Services,  Inc.
(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.

Remuneration  of Trustees.  The officers of the Trust and certain  Trustees of
the Trust (Ms.  Macaskill  and Mr.  Swain) who are  affiliated  with the Manager
receive no salary or fee from the Trust.  The  remaining  Trustees  of the Trust
received the compensation  shown below. The compensation from the Trust was paid
during its fiscal year ended June 30,  2000.  The  compensation  from all of the
Denver-based  Oppenheimer funds includes the Trust and is compensation  received
as a trustee, director, managing general partner or member of a committee of the
Board during the calendar year 1999.

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

  Robert G. Avis           $256            $67,998

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

  William A. Baker2        $260            $69,998

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

  Sam Freedman             $279            $73,998
  Review Committee Member

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

  Raymond J. Kalinowski    $279            $73,998
  Audit Committee Member

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

  C. Howard Kast           $291            $76,998
  Audit and Review
  Committee Chairman

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

  Robert M. Kirchner       $256            $67,998
  Audit Committee Member
                           -----------------------------------------
  ------------------------------------------------------------------

  Ned M. Steel2            $256            $67,998

  ------------------------------------------------------------------
1.    For the 1999 calendar year.
2.    Effective  July 1, 2000,  Messrs.  Baker and Steel resigned as Trustees of
      the Trust.

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

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

      |X| Major Shareholders.  As of ________, 2000 the only person who owned of
record or was known by the Trust to own  beneficially  5% or more of the Trust's
outstanding  retail shares was A.G.  Edwards & Sons, Inc.  ("Edwards"),  1 North
Jefferson Avenue, St. Louis,  Missouri 63103, which owned ______________  shares
of the Trust  which was  _____% of the  outstanding  shares of the Trust on that
date, for accounts of its customers none of whom individually owned more than 5%
of the outstanding shares.

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

      The  portfolio  manager of the Trust is  principally  responsible  for the
day-to-day management of the Trust's investment portfolio.  Other members of the
Manager's  fixed-income  portfolio  department,  particularly security analysts,
traders and other portfolio  managers,  have broad experience with  fixed-income
securities.  They  provide the Trust's  portfolio  managers  with  research  and
support in managing the Trust's investments.

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

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

----------------------------------------------------------------------
 Fiscal Year     Management Fee Paid to Centennial Asset Management
 ending 6/30                        Corporation
----------------------------------------------------------------------
----------------------------------------------------------------------
     1998                             $269,488
----------------------------------------------------------------------
----------------------------------------------------------------------
     1999                             $296,653
----------------------------------------------------------------------
----------------------------------------------------------------------
     2000
----------------------------------------------------------------------

      The Manager has temporarily undertaken to assume any expenses of the Trust
in any fiscal year they exceed 0.80% of the Trust's  average  annual net assets.
The  payment  of the  management  fee at the end of any month will be reduced so
that there will not be any accrued  but unpaid  liability  under  those  expense
limitations.  Any  assumption  of the Trust's  expenses  under this  arrangement
lowers the  Trust's  overall  expense  ratio and  increases  its yield and total
return during the time such expenses are assumed. The Manager reserves the right
to terminate or amend this  undertaking  at any time. For the fiscal years ended
June 30,  1998,  1999 and 2000 the  management  fees payable by the Trust to the
Manager would have been $269,488, $258,691 and $_______,  respectively,  without
the Manager's  voluntary  expense  assumption.  Those amounts do not reflect the
effect  of  the  expense   assumptions   of  $24,124,   $37,962  and   $_______,
respectively, in those periods by the Manager.

    The  investment  advisory  agreement  states  that in the absence of willful
misfeasance,  bad faith,  gross  negligence in the  performance of its duties or
reckless  disregard of its obligations and duties under the investment  advisory
agreement,  the Manager is not liable for any loss  resulting  from a good faith
error or  omission  on its part  with  respect  to any of its  duties  under the
agreement.

      |X| The Distributor.  Under its General  Distributor's  agreement with the
Trust,  Centennial  Asset Management  Corporation acts as the Trust's  principal
underwriter  and  Distributor in the continuous  public  offering of the Trust's
shares.  The  Distributor is not obligated to sell a specific  number of shares.
The Distributor  bears the expenses  normally  attributable to sales,  including
advertising and the cost of printing and mailing prospectuses,  other than those
furnished to existing shareholders.

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

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

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

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

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

Service Plan

The Trust has adopted a Service Plan for the shares.  The plan has been approved
by a vote of the Board of  Trustees,  including  a majority  of the  Independent
Trustees2,  cast in person at a meeting called for the purpose of voting on that
plan.

      Under the plan,  the  Manager  and the  Distributor  may make  payments to
affiliates and, in their sole  discretion,  from time to time, may use their own
resources (at no direct cost to the Trust) to make payments to brokers,  dealers
or other financial  institutions for distribution  and  administrative  services
they perform.  The Manager may use its profits from the advisory fee it receives
from the Trust.  In their sole  discretion,  the Distributor and the Manager may
increase or decrease the amount of payments  they make from their own  resources
to plan recipients.

      Unless a plan is  terminated  as described  below,  the plan  continues in
effect  from  year to year but only if the  Trust's  Board of  Trustees  and its
Independent  Trustees  specifically  vote  annually to approve its  continuance.
Approval must be by a vote cast in person at a meeting called for the purpose of
voting on continuing  the plan. A plan may be terminated at any time by the vote
of a majority  of the  Independent  Trustees  or by the vote of the holders of a
"majority" (as defined in the Investment  Company Act) of the outstanding shares
of the Trust.

      The Board of  Trustees  and the  Independent  Trustees  must  approve  all
material amendments to a plan. An amendment to increase materially the amount of
payments to be made under a plan must be approved by  shareholders  of the class
affected by the  amendment.  The approval must be by a "majority" (as defined in
the Investment Company Act) of the shares.

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

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

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

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

      For the fiscal year ended June 30, 2000  payments  under the plan  totaled
$________, all of which was paid by the Distributor to recipients. That included
$___ paid to an affiliate of the  Distributor's  parent company.  For the fiscal
year ended June 30, 2000,  the Manager paid, in the  aggregate,  $______ in fees
out of its own resources for distribution assistance.  Any unreimbursed expenses
the  Distributor  incurs with respect to the shares in any fiscal year cannot be
recovered in subsequent  years.  The Distributor  may not use payments  received
under the plan to pay any of its interest expenses,  carrying charges,  or other
financial costs, or allocation of overhead.

Performance of the Trust

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

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

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

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

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

      The compounded effective yield for a seven-day period is calculated by (1)
      adding 1 to the base period  return  (obtained  as described  above),  (2)
      raising the sum to a power equal to 365 divided by 7, and (3)  subtracting
      1 from the result.

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

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

      The Trust's 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 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 Trust's tax  equivalent  yield for the  seven-day
period ended June 30, 2000 was 4.34%. Its  tax-equivalent  compounded  effective
yield for the same period was 4.39% for an  investor in the highest  federal tax
bracket.

        Total Return  Information.  There are different types of "total returns"
to measure the  Trust's  performance.  Total  return is the change in value of a
hypothetical  investment  in the Trust over a given  period,  assuming  that all
dividends and capital gains  distributions  are reinvested in additional  shares
and that the  investment  is redeemed at the end of the period.  The  cumulative
total return  measures the change in value over the entire  period (for example,
ten years).  An average annual total return shows the average rate of return for
each year in a period that would  produce the  cumulative  total return over the
entire  period.  However,  average  annual  total  returns  do not  show  actual
year-by-year performance. The Trust uses standardized calculations for its total
returns as prescribed by the SEC. The methodology is discussed below.

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

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

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

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

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

                                1-Year       5 Years      10 Years
----------------------------------------------------------------------
----------------------------------------------------------------------

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

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

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

      From time to time, the Trust's Manager may publish  rankings or ratings of
the Manager (or the Transfer Agent) or the investor  services  provided by them.
Those ratings or rankings of investor/shareholder  services by third parties may
compare the services provided to those of other mutual fund families selected by
the rating or ranking services.  They may be based on the opinions of the rating
or ranking  service  itself,  based on its  research  or  judgment,  or based on
surveys of investors, brokers, shareholders or others.

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

How to Buy Shares

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

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

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

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

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

How to Sell Shares

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

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

      In choosing to take advantage of the  Checkwriting  privilege,  by signing
the Account  Application or by completing a Checkwriting  card,  each individual
who signs:

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

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

How to Exchange Shares

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

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

and the following money market funds:
                                    Centennial   New  York  Tax  Exempt
                                      Trust
Centennial America Fund, L. P.      Centennial Tax Exempt Trust
Centennial  California  Tax  Exempt
Trust                               Oppenheimer Cash Reserves
                                    Oppenheimer   Money   Market  Fund,
Centennial Government Trust         Inc.
Centennial Money Market Trust

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

      |_| Limits on Multiple  Exchange  Orders.  The Trust reserves the right to
reject  telephone or written  exchange  requests  submitted in bulk by anyone on
behalf of more than one account.  The Trust may accept requests for exchanges of
up to 50  accounts  per day from  representatives  of  authorized  dealers  that
qualify for this privilege.

      |_| Telephone  Exchange Requests.  When exchanging shares by telephone,  a
direct  shareholder  must  have an  existing  account  in the fund to which  the
exchange is to be made. Otherwise, the investor must obtain a prospectus of that
fund before the exchange  request may be submitted.  If all telephone  lines are
busy (which  might occur,  for example,  during  periods of  substantial  market
fluctuations),  shareholders might not be able to request exchanges by telephone
and would have to submit written exchange requests.

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

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

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

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


Dividends and Taxes

Tax Status of the Trust's  Dividends  and  Distributions.  The Trust  intends to
qualify  under  the  Internal  Revenue  Code  during  each  fiscal  year  to pay
"exempt-interest dividends" to its shareholders.  Exempt-interest dividends that
are  derived  from net  investment  income  earned  by the  Trust  on  municipal
securities  will be  excludable  from gross income of  shareholders  for federal
income tax purposes.

      Net  investment  income  includes the allocation of amounts of income from
the  municipal  securities in the Trust's  portfolio  that are free from federal
income  taxes.  This  allocation  will  be  made  by the  use of one  designated
percentage applied uniformly to all income dividends paid during the Trust's tax
year.  That  designation  will normally be made following the end of each fiscal
year as to income  dividends  paid in the prior year.  The  percentage of income
designated as tax-exempt  may  substantially  differ from the  percentage of the
Trust's income that was tax-exempt for a given period.

      A portion  of the  exempt-interest  dividends  paid by the Trust may be an
item of tax preference for shareholders  subject to the alternative minimum tax.
The amount of any dividends attributable to tax preference items for purposes of
the  alternative  minimum  tax  will  be  identified  when  tax  information  is
distributed by the Trust.

     A shareholder receiving a dividend from income earned by the Trust from one
or more of the  following  sources  treats the  dividend  as a receipt of either
ordinary  income or long-term  capital gain in the  computation of gross income,
regardless of whether the dividend is reinvested:  (1) certain taxable temporary
investments (such as certificates of deposit, repurchase agreements,  commercial
paper   and   obligations   of   the   U.S.   government,   its   agencies   and
instrumentalities);  (2) income from securities  loans; (3) income or gains from
options or futures;  or (4) an excess of net  short-term  capital  gain over net
long-term capital loss from the Trust.

      The  Trust's  dividends  will not be eligible  for the  dividends-received
deduction for  corporations.  Shareholders  receiving  Social Security  benefits
should be aware  that  exempt-interest  dividends  are a factor  in  determining
whether such  benefits  are subject to federal  income tax.  Losses  realized by
shareholders  on the  redemption  of Trust shares  within six months of purchase
(which period may be shortened by  regulation)  will be  disallowed  for federal
income tax purposes to the extent of exempt-interest  dividends received on such
shares.

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

      In any year in which the Trust qualifies as a regulated investment company
under the  Internal  Revenue  Code,  the Trust will also be exempt from New York
corporate  income and franchise  taxes. It will also be qualified under New York
law to pay exempt interest dividends that will be exempt from New York State and
New York City personal income tax. That exemption applies to the extent that the
Trust's  distributions  are  attributable  to  interest  on New  York  municipal
securities.  Distributions  from the Trust  attributable  to income from sources
other than New York municipal  securities and U.S.  government  obligations will
generally be subject to New York income tax as ordinary income.

      Distributions by the Trust from investment income and long- and short-term
capital  gains will  generally  not be  excludable  from taxable net  investment
income in determining New York corporate franchise tax and New York City general
corporation tax for corporate shareholders of the Trust.  Additionally,  certain
distributions  paid to corporate  shareholders of the Trust may be includable in
income subject to the New York alternative minimum tax.

      Under the Internal  Revenue  Code, by December 31 each year the Trust must
distribute  98% of its taxable  investment  income earned from January 1 through
December  31 of that year and 98% of its  capital  gains  realized in the period
from November 1 of the prior year through  October 31 of the current year. If it
does not, the Trust must pay an excise tax on the amounts not distributed. It is
presently anticipated that the Trust will meet those requirements.  However, the
Trust's Board of Trustees and the Manager might  determine in a particular  year
that it would be in the best interest of shareholders not to make  distributions
at the required levels and to pay the excise tax on the  undistributed  amounts.
That  would  reduce  the  amount  of  income  or  capital  gains  available  for
distribution to shareholders.

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

Additional Information About the Trust

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

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

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

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


<PAGE>

                                   Appendix A

-------------------------------------------------------------------------------
                        Description of Securities Ratings
-------------------------------------------------------------------------------

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

Short-Term Debt Ratings.

Moody's Investors Service, Inc.
-------------------------------------------------------------------------------

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,  superior  liquidity  support or demonstrated  broad-based  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 Ratings Services
-------------------------------------------------------------------------------

The following  ratings by Standard & Poor's 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
safety is not as high as 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+").

Fitch
-------------------------------------------------------------------------------

Fitch, the international rating agency, 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.

Thomson BankWatch, Inc.
-------------------------------------------------------------------------------

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  Investors Service, Inc.
-------------------------------------------------------------------------------

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 Ratings Services
-------------------------------------------------------------------------------

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.

Fitch
-------------------------------------------------------------------------------

AAA:  Considered  to be  investment  grade and of the highest  credit  quality.
The obligor  has an  exceptionally  strong  ability to pay  interest  and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA:  Considered  to be  investment  grade and of very high credit  quality.  The
obligor's  ability to pay interest and repay principal is very strong,  although
not quite as strong as bonds rated "AAA".  Plus (+) and minus (-) signs are used
in the "AA"  category to indicate the relative  position of a credit within that
category.

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

Thomson BankWatch, Inc.
-------------------------------------------------------------------------------

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


<PAGE>

                                   Appendix B

-------------------------------------------------------------------------------
                            Industry Classifications
-------------------------------------------------------------------------------

Adult  Living  Facilities  Education  Electric  Gas  General  Obligation  Higher
Education Highways Hospital Lease Rental Manufacturing,  Durables Manufacturing,
Non Durables  Marine/Aviation  Facilities Multi-Family Housing Pollution Control
Resource  Recovery  Sales Tax Sewer Single  Family  Housing  Special  Assessment
Telephone Water


<PAGE>

                                   Appendix C

-------------------------------------------------------------------------------
                           TAX EQUIVALENT YIELD TABLES
-------------------------------------------------------------------------------

The equivalent  yield tables below compare  tax-free  income with taxable income
under  federal,  New York  State and New York City  income  tax rates  effective
January 1, 1999. Combined taxable income refers to the net amount subject to (i)
federal and New York State  income tax as to the first two tables below and (ii)
federal,  New York State and New York City income tax as to the third and fourth
tables below, in each case after  deductions and  exemptions.  The tables assume
that an investor's  highest tax bracket  applies to the change in taxable income
resulting from a switch between  taxable and non-taxable  investments,  that the
investor is not subject to the  Alternative  Minimum Tax and that New York State
and local  income tax  payments  are fully  deductible  for  federal  income tax
purposes.  They do not reflect the phaseout of itemized  deductions and personal
exemptions at higher income levels,  resulting in higher effective tax rates and
tax equivalent yields.

New York State Residents  Combined Taxable Income

                                        Centennial  New York Tax  Exempt  Trust
Yield of:
Joint Return                            Effective Tax Bracket    2.0%   2.5%
------------                            ---------------------
3.0%      3.5%   4.0%                   4.5%
        But
Over    Not Over FederalNYS   Combined Is   Approximately   Equivalent  to  a
Taxable Yield of:

$ 22,000         $ 26,000     15.0%    5.25% 22.62% 2.58% 3.23%  3.88%  4.52%
5.17%   5.82%
$ 26,000         $ 40,000     15.0%    5.90% 23.17% 2.60% 3.25%  3.90%  4.56%
5.21%   5.86%
$ 40,000         $ 43,050     15.0%    6.85% 23.98% 2.63% 3.29%  3.95%  4.60%
5.26%   5.92%
$ 43,050         $ 45,000     28.0%    6.85% 35.61% 3.11% 3.88%  4.66%  5.44%
6.21%   6.99%
$ 45,000         $ 90,000     28.0%    6.85% 35.65% 3.11% 3.88%  4.66%  5.44%
6.22%   6.99%
$ 90,000         $104,050     28.0%    6.85% 35.69% 3.11% 3.89%  4.66%  5.44%
6.22%   7.00%
$104,050         $158,550     31.0%    6.85% 38.37% 3.25% 4.06%  4.87%  5.68%
6.49%   7.30%
$158,550         $283,150     36.0%    6.85% 42.83% 3.50% 4.37%  5.25%  6.12%
7.00%   7.87%
$283,150                39.6% 6.85%    46.05%3.71%  4.63% 5.56%  6.49%  7.41%
8.34%

                                       Centennial  New  York Tax  Exempt  Trust
Yield of:
Single Return    Effective Tax Bracket 2.0%  2.5%   3.0%  3.5%   4.0%   4.5%
-------------    ---------------------
        But
Over    Not Over FederalNYS   Combined Is   Approximately   Equivalent  to  a
Taxable Yield of:

$ 25,000         $ 25,750     15.0%    6.85% 24.03% 2.63% 3.29%  3.95%  4.61%
5.27%   5.92%
$ 25,750         $ 50,000     28.0%    6.85% 35.65% 3.11% 3.88%  4.66%  5.44%
6.22%   6.99%
$ 50,000         $ 62,450     28.0%    6.85% 35.69% 3.11% 3.89%  4.66%  5.44%
6.22%   7.00%
$ 62,450         $130,250     31.0%    6.85% 38.37% 3.25% 4.06%  4.87%  5.68%
6.49%   7.30%
$130,250         $283,150     36.0%    6.85% 42.83% 3.50% 4.37%  4.25%  6.12%
7.00%   7.87%
$283,150                39.6% 6.85%    46.05%3.71%  4.63% 5.56%  6.49%  7.41%
8.34%

<PAGE>


New York City Residents  Combined Taxable Income

                                        Centennial  New York Tax  Exempt  Trust
Yield of:
Joint Return                            Effective Tax Bracket    2.0%   2.5%
------------                            ---------------------
3.0%      3.5%   4.0%                   4.5%
        But
Over    Not Over FederalNYC   Combined Is   Approximately   Equivalent  to  a
Taxable Yield of:

$ 22,000         $ 26,000     15.0%    3.71% 22.62% 2.58% 3.23%  3.88%  4.52%
5.17%   5.82%
$ 26,000         $ 40,000     15.0%    3.71% 23.17% 2.60% 3.25%  3.90%  4.56%
5.21%   5.86%
$ 40,000         $ 43,050     15.0%    3.71% 23.98% 2.63% 3.29%  3.95%  4.60%
5.26%   5.92%
$ 43,050         $ 45,000     28.0%    3.71% 35.61% 3.11% 3.88%  4.66%  5.44%
6.21%   6.99%
$ 45,000         $ 90,000     28.0%    3.77% 35.65% 3.11% 3.88%  4.66%  5.44%
6.22%   6.99%
$ 90,000         $104,050     28.0%    3.83% 35.69% 3.11% 3.89%  4.66%  5.44%
6.22%   7.00%
$104,050         $158,550     31.0%    3.83% 38.37% 3.25% 4.06%  4.87%  5.68%
6.49%   7.30%
$158,550         $283,150     36.0%    3.83% 42.83% 3.50% 4.37%  5.25%  6.12%
7.00%   7.87%
$283,150                39.6% 3.83%    46.05%3.71%  4.63% 5.56%  6.49%  7.41%
8.34%

                                       Centennial  New  York Tax  Exempt  Trust
Yield of:
Single Return    Effective Tax Bracket 2.0%  2.5%   3.0%  3.5%   4.0%   4.5%
-------------    ---------------------
        But
Over    Not Over FederalNYC   Combined Is   Approximately   Equivalent  to  a
Taxable Yield of:

$ 25,000         $ 25,750     15.0%    3.77% 24.03% 2.63% 3.29%  3.95%  4.61%
5.27%   5.92%
$ 25,750         $ 50,000     28.0%    3.77% 35.65% 3.11% 3.88%  4.66%  5.44%
6.22%   6.99%
$ 50,000         $ 62,450     28.0%    3.83% 35.69% 3.11% 3.89%  4.66%  5.44%
6.22%   7.00%
$ 62,450         $130,250     31.0%    3.83% 38.37% 3.25% 4.06%  4.87%  5.68%
6.49%   7.30%
$130,250         $283,150     36.0%    3.83% 42.83% 3.50% 4.37%  4.25%  6.12%
7.00%   7.87%
$283,150                39.6% 3.83%    46.05%3.71%  4.63% 5.56%  6.49%  7.41%
8.34%

<PAGE>

-------------------------------------------------------------------------------
Centennial New York Tax Exempt Trust
-------------------------------------------------------------------------------

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

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

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

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

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

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


PX0780.001.1100

<PAGE>

                      CENTENNIAL NEW YORK TAX EXEMPT TRUST

                                    FORM N-1A

                                     PART C

                                OTHER INFORMATION


Item 23.  Exhibits

(a) Amended  Declaration of Trust dated February 1, 1990:  Previously filed with
Post-Effective   Amendment  No.  3  (1/30/90),  and  refiled  with  Registrant's
Post-Effective  Amendment  No. 9 (11/1/94),  pursuant to Item 102 of  Regulation
S-T, and incorporated herein by reference.

(b) Amended  By-Laws  dated June 26, 1990:  Previously  filed with  Registrant's
Post-Effective  Amendment  No.  6  (10/29/91),  and  refiled  with  Registrant's
Post-Effective  Amendment  No. 9 (11/1/94),  pursuant to Item 102 of  Regulation
S-T, and incorporated herein by reference.

(c)   Specimen   Share   Certificate:   Previously   filed  with   Registrant's
Post-Effective Amendment No. 14 (8/27/99).

(d) Investment Advisory Agreement dated October 22, 1990:  Previously filed with
Registrant's   Post-Effective   Amendment   No.  5   (10/29/90),   refiled  with
Registrant's  Post-Effective Amendment No. 9 (11/1/94),  pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.

(e)   (i)  General   Distributor's   Agreement   Centennial   Asset  Management
      Corporation  dated October 13, 1992:  Previously filed with  Registrant's
      Post Effective  Amendment No. 8 (10/28/93),  and  incorporated  herein by
      reference.

      (ii) Sub-Distributor's  Agreement  between  Centennial  Asset  Management
      Corporation and  OppenheimerFunds  Distributor,  Inc. dated May 28, 1993:
      Previously  filed  with  Registrant's   Post-Effective  Amendment  No.  8
      (10/28/93), and incorporated herein by reference.

      (iii)Form of Dealer Agreement of Centennial Asset Management  Corporation
      (formerly   Centennial  Capital   Corporation):   Previously  filed  with
      Post-Effective  Amendment No. 6 of Centennial  Government Trust (Reg. No.
      2-75912), (10/26/84), and incorporated herein by reference.

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

(g)  Custodian  Agreement  dated  December  22,  1988:   Previously  filed  with
Registrant's   Post-Effective   Amendment   No.  6   (10/21/91),   refiled  with
Registrant's  Post-Effective Amendment No. 9 (11/1/94),  pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.

(h)   Not applicable.

(i) Opinion and Consent of Counsel dated  September 22, 1987:  Previously  filed
with  Registrant's  Pre-Effective  Amendment  No.  1  (11/28/88),  refiled  with
Registrant's  Post-Effective Amendment No. 9 (11/1/94),  pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.

(j)   Independent Auditors' Consent:  Not applicable..

(k)   Not applicable.

(l)  Investment  letter from  Oppenheimer  Management  Corporation to Registrant
dated  December  5,  1988:  Previously  filed  with  Registrant's  Pre-Effective
Amendment  No.  1  (11/28/88),  and  refiled  with  Registrant's  Post-Effective
Amendment  No.  9,  (11/1/94)  pursuant  to  Item  102  of  Regulation  S-T  and
incorporated herein by reference.

(m)  Service  Plan  and  Agreement  between   Registrant  and  Centennial  Asset
Management  Corporation under Rule 12b-1 dated August 24, 1993: Previously filed
with Registrant's  Post-Effective Amendment No. 8, (10/28/93),  and incorporated
herein by reference.

(n)   Oppenheimer  Funds  Multiple  Class  Plan  under  Rule  18f-3 as  updated
through  July 24,  1999:  Filed by with  Pre-Effective  Amendment  No. 1 to the
Registration  Statement of  Oppenheimer  Senior  Floating  Rate Fund (Reg.  No.
333-82579), (8/31/99), and incorporated herein by reference.

(o)   Powers of Attorney (including  Certified Board  resolutions):  Previously
filed with  Post-Effective  Amendment No. 20 to the  Registration  Statement of
Oppenheimer  Total Return Fund, Inc. (Reg. No.  2-11052),  (4/30/99),  Brian W.
Wixted  and  incorporated   herein  by  reference.   Filed  with   Registrant's
Post-Effective   Amendment   No.  25  (10/28/98)   George  Bowen;   Filed  with
Registrant's  Post  Effective  Amendment  No. 23  (10/8/96)  Sam  Freedman  and
Bridget  Macaskill  and with  Registrant's  Post  Effective  Amendment  No.  20
(10/29/93) (all others), and incorporated herein by reference

(p) Amended and Restated Code of Ethics of the Oppenheimer  Funds dated March 1,
2000 under Rule 17j-1 of the Investment  Company Act of 1940:  Previously  filed
with the initial  Registration  Statement of Oppenheimer  Emerging  Technologies
Fund (Reg. No. 333-32108), March 10, 2000, and incorporated herein by reference.

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

          None.

Item 25.  Indemnification

      Reference  is made to the  provisions  of  Article  Seven of  Registrant's
Amended  and  Restated  Declaration  of  Trust  filed as  Exhibit  23(a) to this
Registration Statement, and incorporated herein by reference.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
Registrant  pursuant to the foregoing  provisions or otherwise,  Registrant  has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities  (other than the payment by Registrant
of expenses  incurred  or paid by a trustee,  officer or  controlling  person of
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such trustee, officer or controlling person, Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

Item 26.  Business and Other Connections of Investment Adviser

(a) Centennial  Asset  Management  Corporation is the investment  adviser of the
Registrant;  it and certain subsidiaries and affiliates act in the same capacity
to other  registered  investment  companies as described in Parts A and B hereof
and listed in Item 28(b) below.

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

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

Michael Carbuto,
Vice                           President An officer and/or portfolio  manager of
                               certain  Oppenheimer  funds;  Vice  President  of
                               Centennial Asset Management Corporation.

Andrew J. Donohue,
President and Director         Executive   Vice  President   (since   September
                               1993),  and a director  (since  January 1992) of
                               the   Distributor;   Executive  Vice  President,
                               General  Counsel and a director  of  HarbourView
                               Asset   Management   Corporation,    Shareholder
                               Services,  Inc., Shareholder Financial Services,
                               Inc. and Oppenheimer  Partnership Holdings, Inc.
                               since   (September   1995);   President   and  a
                               director   of   Centennial    Asset   Management
                               Corporation  (since September  1995);  President
                               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 Director of  OppenheimerFunds
                               International,  Ltd. and Oppenheimer  Millennium
                               Funds plc (since  October  1997);  an officer of
                               other Oppenheimer funds.

Katherine P. Feld,
Secretary                      and Director Vice  President and Secretary of the
                               Distributor;   Secretary  of  HarbourView   Asset
                               Management  Corporation,   and  Centennial  Asset
                               Management Corporation; Secretary, Vice President
                               and Director of Centennial  Capital  Corporation;
                               Vice President and Secretary of Oppenheimer  Real
                               Asset Management, Inc.

Ray Olson,                     Assistant Vice President of OFI; Assistant Vice
Treasurer                      President and Treasurer, OFDI.

Brian W. Wixted                Senior  Vice  President  and  Treasurer  of OFI;
                               (April
Assistant Treasurer            1999);  Vice  President  and  Treasurer of OFDI;
                               formerly Principal and    Chief        Operating
                               Officer,   Bankers  Trust  Company  Mutual  Fund
                               Service  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).
Carol E. Wolf,
Vice President                 An officer and/or  portfolio  manager of certain
                               Oppenheimer  funds;  Vice President of OFI; Vice
                               President  Finance  and  Accounting;   Point  of
                               Contact: Finance Supporters of Children:  Member
                               of   the   Oncology   Advisory   Board   of  the
                               Children's Hospital.

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

New York-based Oppenheimer Funds

Oppenheimer  California  Municipal Fund Oppenheimer  Capital  Appreciation  Fund
Oppenheimer  Capital  Preservation  Fund  Oppenheimer  Developing  Markets  Fund
Oppenheimer  Discovery Fund Oppenheimer  Emerging  Technologies Fund Oppenheimer
Enterprise Fund  Oppenheimer  Europe Fund  Oppenheimer  Global Fund  Oppenheimer
Global Growth & Income Fund Oppenheimer Gold & Special Minerals Fund Oppenheimer
Growth Fund  Oppenheimer  International  Growth Fund  Oppenheimer  International
Small Company Fund Oppenheimer  Large Cap Growth Fund  Oppenheimer  Money Market
Fund,  Inc.  Oppenheimer   Multi-Sector  Income  Trust  Oppenheimer  Multi-State
Municipal Trust Oppenheimer Multiple Strategies Fund Oppenheimer  Municipal Bond
Fund  Oppenheimer  New  York  Municipal  Fund  Oppenheimer   Series  Fund,  Inc.
Oppenheimer  Trinity  Core Fund  Oppenheimer  Trinity  Growth  Fund  Oppenheimer
Trinity Value Fund Oppenheimer U.S. Government Trust

Quest/Rochester Funds

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

Denver-based Oppenheimer Funds

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

The address of OppenheimerFunds, Inc., the New York-based Oppenheimer Funds, the
Quest Funds,  OppenheimerFunds  Distributor,  Inc., HarbourView Asset Management
Corp., Oppenheimer Partnership Holdings, Inc., and Oppenheimer Acquisition Corp.
is Two World Trade Center, New York, New York 10048-0203.

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

The address of the Rochester-based funds is 350 Linden Oaks, Rochester, New York
14625-2807.

Item 27.  Principal Underwriter

(a) Centennial Asset  Management  Corporation is the Distributor of Registrant's
shares.  It is also the  Distributor  of each of the other  registered  open-end
investment  companies for which Centennial  Asset Management  Corporation is the
investment adviser, as described in Part A and B of this Registration  Statement
and listed in Item 28(b) above.

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

                                               Positions and
Name & Principal         Positions & Offices   Offices with
Business Address         with Underwriter      Registrant

Michael Carbuto(1)       Vice President        Vice President of Centennial
                                               California Tax Exempt Trust,
                                               Centennial New York Tax
                                               Exempt Trust, and Centennial
                                               Tax Exempt Trust

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

Katherine P. Feld(1)     Secretary and Director     None

Ray Olson                Treasurer             None

Brian W. Wixted          Assistant Treasurer   None

Carol E. Wolf(2)         Vice President        Vice President of Centennial
                                               Government Trust,
                                               Centennial Money Market
                                               Trust and Centennial
                                               America Fund, L.P.

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

      (c)  Not applicable.

Item 28.  Location of Accounts and Records
The accounts,  books and other documents required to be maintained by Registrant
pursuant  to  Section  31(a) of the  Investment  Company  Act of 1940 and  rules
promulgated  thereunder are in the possession of  OppenheimerFunds,  Inc. at its
offices at 6803 South Tucson Way, Englewood, Colorado 80112.

Item 29.  Management Services

Not applicable

Item 30.  Undertakings

Not applicable.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the Investment
Company Act of 1940, the Registrant has duly caused this Registration  Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Arapahoe and State of Colorado on the 25th day of August, 2000.

                                    CENTENNIAL NEW YORK TAX EXEMPT TRUST


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

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

Signatures                     Title                Date

/s/ James C. Swain*            Chairman of the      August 25, 2000
-------------------            Board of Trustees
James C. Swain                 Principal Executive
                               Officer and Trustee

/s/ George C. Bowen*           Trustee              August 25, 2000
-------------------
George C. Bowen

/s/ Bridget A. Macaskill*      President and        August 25, 2000
-------------------            Trustee
Bridget A. Macaskill

/s/ Robert G. Avis*            Trustee              August 25, 2000
-------------------
Robert G. Avis

/s/ Jon S. Fossel              Trustee              August 25, 2000
-------------------
Jon S. Fossel

/s/ Sam Freedman*              Trustee              August 25, 2000
-------------------
Sam Freedman

/s/ Raymond J. Kalinowski*     Trustee              August 25, 2000
--------------------------
Raymond J. Kalinowski

/s/ C. Howard Kast*            Trustee              August 25, 2000
--------------------------
C. Howard Kast

/s/ Robert M. Kirchner*        Trustee              August 25, 2000
--------------------------
Robert M. Kirchner

/s/ Brian W. Wixted*           Treasurer            August 25, 2000
--------------------------
Brian W. Wixted



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


<PAGE>


                      CENTENNIAL NEW YORK TAX EXEMPT TRUST

                                  EXHIBIT INDEX


Exhibit No.          Description

None



n1a\780\780ptc_00(a)



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