OPPENHEIMER CALIFORNIA TAX EXEMPT FUND
N-30D, 1995-03-09
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<PAGE>   1
Oppenheimer California Tax-Exempt Fund
Annual Report December 31, 1994
                                               
[FIGURE NUMBER 1] 
Photo of couple hiking                                       

                                                    "We need
                                                    more 
                                                    income, 
                                                    not more 
                                                    taxes."

           
[LOGO]

<PAGE>   2

Yield

Standardized Yield

For the 30 Days Ended 12/31/94:(4)

Class A

5.74%

Class B

5.28%


This Fund is for people who want to earn income that's exempt from taxes.
                                                            
How Your Fund Is Managed

Oppenheimer California Tax-Exempt Fund invests in a diversified portfolio of
investment grade California tax-free municipal bonds. As a Fund shareholder, you
receive income that is free from federal and California income taxes(1). Your
dividends don't increase your taxable income the way taxable investments do, so
you can keep more of what you earn.

      Your Fund invests in California invest-ment grade municipal bonds and
notes rated within the four highest rating categories by Moody's, Standard &
Poor's or Fitch's. In addition, California Tax-Exempt Fund is managed by an
experienced team of municipal bond specialists who research investments
thoroughly before they are included in the Fund's portfolio.

Performance

Total return at net asset value for the 12 months ended 12/31/94 was -8.49% for
Class A shares and -9.39% for Class B shares.2

      The financial markets had a difficult year and, like many mutual funds,
your Fund felt the effects. While difficult years are hard to accept, they're an
inevitable part of investing. That's why keeping a long-term perspective is
crucial to getting the most from your investment.

      Your Fund's average annual total returns at maximum offering price for
Class A shares for the 1- and 5-year periods ended 12/31/94 and since inception
of the Class on 11/3/88 were -12.83%, 4.75% and 5.95%, respectively. For Class B
shares, average annual total returns for the 1-year period ended 12/31/94 and
since inception of the Class on 5/1/93 were -13.69% and -4.19%, respectively.3

Outlook

"In line with our primary objective--providing above-average tax-free income
from an investment grade California municipal bond port-folio--the Fund's
duration is somewhat longer than those of most other municipal funds. This
hampered our performance in the short term, but we believe that, in the long
run, share-holders will benefit significantly when interest rates stabilize and
the California municipal market's positive fundamentals emerge."



                                             Robert Patterson, Portfolio Manager
                                                               December 31, 1994

1. A portion of the distributions paid by the Fund may be subject to federal and
state income taxes. For investors subject to federal and/or state alternative
minimum tax (AMT), the Fund's distributions may increase this tax. Capital gains
distributions, if any, are taxed as capital gains.

2. Based on the change in net asset value per share from 12/31/93 to 12/31/94,
without deducting any sales charges. Such performance would have been lower if
sales charges were taken into account. 

3. Average annual total returns are based on a hypothetical investment held
until 12/31/94, after deducting the current maximum initial sales charge of
4.75% for Class A shares. Total return for Class B shares was based on a
hypothetical investment held for that period, after deducting the contingent
deferred sales charge of 5% (1 year) and 4% (since inception) for Class B
shares.

4. Standardized yield is net investment income calculated on a yield-to-maturity
basis for the 30-day period ended 12/31/94, divided by the maximum offering
price at the end of the period, compounded semi-annually and then annualized.
Falling net asset values will tend to artificially raise yields. All figures
assume reinvestment of dividends and capital gains distributions. Past
performance is not indicative of future results. Investment and principal value
on an investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than the original cost.

2 Oppenheimer California Tax-Exempt Fund
<PAGE>   3

Dear OppenheimerFunds Shareholder,

The past year was marked by one of the greatest tests of the municipal bond
market in more than six decades. In 1994, the Federal Reserve undertook one of
the most aggressive inflation-fighting efforts in its history, raising interest
rates six times and driving bond prices down across the board. Then, in early
December as the market started to stabilize, Orange County, California,
defaulted on a $100 million bond issue, for reasons not related to the bonds
themselves, but rather to the aggressive use of derivatives (investments whose
value is derived from another security, currency, commodity or index) in
managing the county's portfolio. Although Orange County's problems didn't affect
OppenheimerFunds tax-free portfolios significantly, at year end, many investors
were left wondering what the future holds not only for interest rates, but for
the municipal market itself.

      Looking at Orange County, there is no question that their problems have
added temporarily to the uncertainties surrounding the tax-free market. In the
near term, investors' heightened sense of caution may push new-issue prices
modestly lower and new-issue yields somewhat higher. In the longer term,
however, we expect developments in Orange County are likely to help rather than
hurt the market. The municipal bond market has always been one of the most
conservative places to invest, and with the increased attention paid to risks of
all types, we expect it to become less risky.

      As for the Fed's actions to raise interest rates, changing interest rates
and fluctuating bond prices are facts of life affecting all bond markets, and
it's a bond market basic principle that when interest rates rise, bond prices
generally decline. That is why we believe the best measure for any fixed income
investment is its performance over the long term. And we believe the long-term
outlook for the municipal market is excellent, which is supported by several
considerations.

      First, the Fed's attempt to fend off possible future inflation, while
temporarily disconcerting, is beginning to have its desired effect. The economy
is starting to slow, and although short-term rates may move up modestly from
their present levels, long-term interest rates should stabilize in their current
range. Long-term rates may even begin to decline as overblown concerns about
inflation abate.

      Those concerns are, in fact, already fading. The inflation rate--as
measured by the Consumer Price Index--continues to run at less than 3% a year,
and there's nothing on the horizon to suggest to us that it will increase
substantially anytime soon. As a result, municipal bonds today offer some of the
highest real, inflation-adjusted returns we have seen in years. In addition,
while the economy is showing some signs of slowing, it is still growing at a
solid pace. As a result, the financial strength of many municipal issuers
continues to improve, again providing solid support for municipal bond prices.

      Finally, the market's supply and demand characteristics are strong. The
supply of new municipal bonds currently is running some 40% below last year's
pace, while we expect demand for tax-free bonds is likely to increase
substantially over the next few months, helped by more stable bond markets and
rising investor demand to ease their tax burdens.

      Together, these factors suggest to us that 1995 will be rewarding for
municipal investors. Your portfolio manager discusses the outlook for your Fund
on the following pages. We appreciate your confidence and we look forward to
continue helping you reach your investment goals.

Donald W. Spiro                                   Jon S. Fossel
- ---------------                                   -------------
Donald W. Spiro                                   Jon S. Fossel
January 23, 1995


[FIGURE NUMBER 2]
Photo of Donald W. Spiro

Donald W. Spiro
President
Oppenheimer
California Tax-Exempt
Fund


[FIGURE NUMBER 3]
Photo of Jon S. Fossel

Jon S. Fossel
Chairman and CEO
Oppenheimer
Management
Corporation

3 Oppenheimer California Tax-Exempt Fund
<PAGE>   4

Q + A

[FIGURE NUMBER 4]
Photo of Robert Patterson

[FIGURE NUMBER 5]
Photo of person at trading desk

An interview with your Fund's manager.

A LOT HAPPENED IN THE CALIFORNIA MUNICIPAL MARKET OVER THE PAST YEAR. WHAT WERE
THE MOST IMPORTANT FACTORS AFFECTING THE FUND'S PERFORMANCE?

Many factors combined to make 1994 one of the most challenging years tax-free
investors have seen in decades, but one stands out: the Federal Reserve's
efforts to fend off inflation, which drove interest rates up and bond prices
down. The Fed's actions affected virtually all bond funds, and this Fund was no
exception. 

DID THOSE DEVELOPMENTS CAUSE YOU TO CHANGE YOUR INVESTMENT STRATEGY?

In seeking to provide an attractive level of tax-free income, our investment
strategy remains the same--to keep the Fund's duration, a technical measure of a
bond portfolio's sensitivity to interest rate changes, slightly longer than
those of many other funds. As a result, the Fund's net asset value declined more
than some other funds, but we delivered an attractive level of tax-free income.

      Over time, we expect this longer duration to benefit shareholders, as
investors recognize the fundamental positives--low inflation, reduced supply and
increasing demand, and improving issuer credit quality--at work in the
California municipal market today.

      Of course, as interest rates rose, we made some adjustments to the
portfolio within this strategy to position it more defensively. 

WHAT PORTFOLIO ADJUSTMENTS DID YOU MAKE?

We did reduce the Fund's average maturity somewhat, focusing on bonds in the 15-
to 20-year maturity range. All other things being equal, the shorter a bond's
maturity, the less sensitive it is to changing interest rates. We also focused
more attention on insured and prerefunded issues,

[FIGURE NUMBER 6]
Photo of Len Darling and Jon Fossel

Q Did the 
Orange County 
bankruptcy 
have an 
impact 
on the Fund?

4 Oppenheimer California Tax-Exempt Fund
<PAGE>   5
FACING PAGE
Top left: Robert Patterson,
Portfolio Manager

Top right: The trading desk

Bottom left: Len Darling, Executive 
VP, Director of Fixed Income 
Investments, with Jon Fossel,
CEO and Chairman, Oppenheimer 
Management Corporation

THIS PAGE
Robert Patterson

[FIGURE NUMBER 7]
Photo of Robert Patterson

A Because 
we only had 
five indirect 
holdings, 
three of which 
were fully 
insured, the
impact was 
negligible.


which make up a significant portion of the portfolio today(1).

WHAT ARE PREREFUNDED BONDS AND WHAT MAKES THEM SO ATTRACTIVE?

Prerefunded bonds are municipal bonds that, as their name implies, have been
refinanced by the issuer ahead of their scheduled call or maturity dates by
bonds with a lower interest rate. What makes prerefunded bonds so attractive is
their income streams and credit quality.

      When a bond is refunded in advance of what would other-wise be its
"normal" retirement date, the proceeds of the new issue are used to buy U.S.
Treasury securities sufficient to pay off the holders of the original bond issue
in full. These government securities are placed in an escrow account, and the
refunded issue automatically has the same low risk of default as a triple-A
rating. As a result, we earn above-market yields on prerefunded issues until
they are retired, and benefit from the highest credit quality. 

WHAT OTHER KINDS OF BONDS ARE YOU FOCUSING ON TODAY?

We're continuing to find good values in the California housing sector as well as
in transportation issues.

SOME ANALYSTS ARE PREDICTING THAT A RECORD AMOUNT OF MUNICIPAL BONDS WILL BE
CALLED IN 1995. HOW ARE YOU MANAGING CALLS?

Bond calls, which allow issuers to redeem bonds before
their scheduled maturity and replace them with lower-yielding issues--are a fact
of life in the municipal market. Because interest rates are currently much lower
than they were in the mid-1980s when many of the municipal bonds outstanding
today were issued, it's fully possible that some of the bonds in the Fund's
port-folio will be called.

      We manage that by staying on top of the portfolio at all times, trying to
anticipate calls and seeking to buy bonds that offer both attractive yields and
significant call protection. Virtually no municipal bond fund can avoid calls
entirely. The key is to take a forward-looking view and manage them
intelligently. 

DID THE ORANGE COUNTY BANKRUPTCY HAVE AN IMPACT ON THE FUND?

While our portfolio held several securities of issuers who invested in the
County-managed investment pool, our exposure was very limited. Because we only
had five indirect holdings, three of which were fully insured, the impact was
negligible. 

WHAT'S YOUR OUTLOOK FOR THE CALIFORNIA MARKET GOING FORWARD? 

Our long-term outlook is very constructive. The positives at work on the
national level--low inflation, reduced municipal bond supply, and rising demand
for tax-free securities driven by rising tax burdens--are, if anything, even
stronger here.

      Although the California economy faces its share of challenges, it remains
the nation's largest state economy and its single largest issuer of municipal
securities.

      We believe mounting demand for tax-free securities should provide solid
support for California municipal bond prices going forward. -

1. The Fund's portfolio is subject to change.

5 Oppenheimer California Tax-Exempt Fund
<PAGE>   6

                         STATEMENT OF INVESTMENTS December 31, 1994

<TABLE>
<CAPTION>

                                                                                 RATINGS: MOODY'S/
                                                                                 S&P'S/FITCH'S       FACE              MARKET VALUE
                                                                                 (UNAUDITED)         AMOUNT            SEE NOTE 1
                                                                                 -----------------   ------            ------------
<S>                                                                              <C>                 <C>               <C>
MUNICIPAL BONDS AND NOTES--97.5%

CALIFORNIA--90.2%        Anaheim, California Public Financing Authority
                         Tax Allocation Revenue Bonds, MBIA Insured,
                         8.37%, 12/28/18(1)                                      Aaa/AAA             $ 3,000,000       $ 2,725,323

                         California Educational Facilities Authority
                         Revenue Bonds, Stanford University Project,
                         Series J, 6%, 11/1/09                                   Aaa/AAA               2,205,000         2,110,915

                         California Health Facilities Financing Authority
                         Revenue Bonds, Children's Hospital of
                         Los Angeles, Prerefunded, Series A, 7.125%, 6/1/21      NR/A+                 1,000,000         1,086,512

                         California Health Facilities Financing Authority
                         Revenue Bonds, Henry Mayo Newhall Project,
                         Series A, OSHPD Insured, 8%, 10/1/18                    NR/A                  3,000,000         3,195,495

                         California Health Facilities Financing Authority
                         Revenue Bonds, La Palma Hospital Medical Center,
                         OSHPD Insured, 7.10%, 2/1/13                            NR/A                  1,875,000         1,839,345

                         California Health Facilities Financing Authority
                         Revenue Refunding Bonds, Catholic Health
                         Facilities, Series A, MBIA Insured, 5%, 7/1/11          Aaa/AAA               7,500,000         6,238,372

                         California Housing Finance Agency Revenue Bonds,
                         Home Mtg., Series C, 6.75%, 2/1/25                      Aa/AA--              10,000,000         9,554,669

                         California Housing Finance Agency Revenue Bonds,
                         Home Mtg., Series C, FHA Insured, 7.60%, 8/1/30         Aa/AA--               1,655,000         1,674,746

                         California Pollution Control Financing Authority
                         Revenue Bonds, Pacific Gas and Electric Co.,
                         Series B, 8.875%, 1/1/10                                A1/A                  2,275,000         2,485,587

                         California Pollution Control Financing Authority
                         Revenue Refunding Bonds, Pacific Gas and
                         Electric Co., Series A, 7.50%, 5/1/16                   A1/A                  1,450,000         1,511,783

                         California State Franchise Tax Board Refunding
                         Certificates of Participation, 6.90%, 10/1/06           A/A--                 1,000,000         1,026,916

                         California State General Obligation Bonds,
                         FSA Insured, 5.50%, 4/1/19                              Aaa/AAA/A             5,500,000         4,627,056

                         California State Public Works Board Lease
                         Revenue Bonds, Department of Corrections
                         California State Prison, Series B, MBIA Insured,
                         5.50%, 12/1/12                                          Aaa/AAA/A--           4,600,000         4,024,424

                         California State Public Works Board Lease
                         Revenue Bonds, Regents of the University of
                         California, Prerefunded, Series A, 7%, 9/1/15           Aaa/AAA/AAA           2,650,000         2,855,836

                         California State Public Works Board Lease
                         Revenue Bonds, University of California Project,
                         Series A, AMBAC Insured, 6.40%, 12/1/16                 Aaa/AAA/AAA           5,000,000         4,795,374

                         Campbell, California Certificates of Participation,
                         Civic Center Project, 6.75%, 10/1/17                    A/A--                 1,130,000         1,092,930

                         Campbell, California Certificates of Participation,
                         Civic Center Project, Prerefunded, 6.75%, 10/1/17       Aaa/NR                1,870,000         1,994,381

</TABLE>

                         6 Oppenheimer California Tax-Exempt Fund

<PAGE>   7

<TABLE>
<CAPTION>

                                                                                    RATINGS: MOODY'S/
                                                                                    S&P'S/FITCH'S      FACE             MARKET VALUE
                                                                                    (UNAUDITED)        AMOUNT           SEE NOTE 1
                                                                                    ----------------   ------           ------------

<S>                      <C>                                                        <C>                <C>              <C>
CALIFORNIA (CONTINUED)

                         Capistrano, California University School District
                         Community Facilities Special Tax Bonds,
                         No. 87-1, 7.60%, 9/1/14                                    NR/NR              $  4,000,000     $  3,785,467

                         Cathedral City, California Improvement Bond
                         Act of 1915 Bonds, Limited Obligation Assessment
                         District No. 88-3, 7.85%, 9/2/11                           NR/NR                 1,980,000        1,976,018

                         Contra Costa, California Water District Revenue
                         Bonds, Series E, AMBAC Insured, 5.75%, 10/1/18             Aaa/AAA/AAA           3,340,000        2,929,210

                         Corona, California Certificates of Participation,
                         Prerefunded, Series B, 10%, 11/1/20                        Aaa/AAA               8,175,000       10,362,287

                         Escondido, California Joint Powers Financing Authority
                         Revenue Bonds, AMBAC Insured, 6.125%, 9/1/11               Aaa/AAA/AAA           3,500,000        3,327,908

                         Fresno, California Water System Revenue Bonds,
                         Prerefunded, Series A, 7.30%, 6/1/20                       NR/NR                 1,500,000        1,610,379

                         Industry, California Improvement Bond Act of
                         1915 Bonds, Assessment District No. 91-1, 7.65%, 9/2/21    NR/NR                 1,750,000        1,749,582

                         Intermodal Container Transfer Facility Joint
                         Power Authority California Revenue Refunding
                         Bonds, Southern Pacific Transportation Co.,
                         Series A, 7.70%, 11/1/14                                   NR/A+                 1,000,000        1,013,241

                         La Quinta, California Redevelopment Agency
                         Refunding Tax Allocation Bonds, La Quinta Project,
                         Prerefunded, 8.40%, 9/1/12                                 Aaa/AAA               1,000,000        1,144,185

                         Los Angeles County, California Certificates of
                         Participation, 6.50%, 3/1/10                               A/A                   1,500,000        1,445,295

                         Los Angeles County, California Certificates of
                         Participation, Correctional Facilities Project,
                         MBIA Insured, 6.50%, 9/1/13                                Aaa/AAA               3,600,000        3,523,503

                         Los Angeles County, California Transportation
                         Revenue Bonds, Commission Sales Tax,
                         Prerefunded, Series A, 6.75%, 7/1/11                       Aaa/AA--              4,260,000        4,537,778

                         Los Angeles County, California Transportation
                         Revenue Bonds, Commission Sales Tax,
                         Prerefunded, Series A, FGIC Insured, 6.75%, 7/1/18         Aaa/AAA/AAA           4,000,000        4,263,068

                         Los Angeles, California Community Redevelopment
                         Agency Finance Revenue Bonds, Grand Century
                         Qualified Redevelopment, Series A, 5.90%, 12/1/26          A/A                   2,600,000        2,100,665

                         Los Angeles, California Community Redevelopment
                         Agency Refunding Tax Allocation Bonds,
                         North Hollywood, Series C, MBIA Insured, 7%, 7/1/15        Aaa/AAA               2,000,000        2,037,116

                         Los Angeles, California Department of
                         Water & Power Electric Plant Revenue Bonds,
                         Second Issue 1991, 6%, 6/1/12                              Aa/AA                 2,500,000        2,309,447

                         Los Angeles, California Department of
                         Water & Power Electric Plant Revenue Bonds,
                         Second Issue 1991, 6%, 6/1/13                              Aa/AA                 3,200,000        2,948,909

</TABLE>

                         7 Oppenheimer California Tax-Exempt Fund

<PAGE>   8

                         STATEMENT OF INVESTMENTS   (Continued)

<TABLE>
<CAPTION>

                                                                                      RATINGS: MOODY'S/
                                                                                      S&P'S/FITCH'S     FACE            MARKET VALUE
                                                                                      (UNAUDITED)       AMOUNT          SEE NOTE 1
                                                                                      ----------------  ------          ------------

<S>                      <C>                                                          <C>               <C>             <C>
CALIFORNIA (CONTINUED)   M-S-R Public Power Agency of California Revenue
                         Bonds, San Juan Project, Series C, AMBAC Insured,
                         6.875%, 7/1/19                                               Aaa/AAA           $2,000,000      $2,003,446

                         Metropolitan Water District Revenue Bonds,
                         Southern California Waterworks Project, 5%, 7/1/20           Aa/AA              7,750,000       5,956,293

                         Metropolitan Water District Revenue Bonds,
                         Southern California Waterworks Project, 6%, 7/1/21           Aa/AA              5,000,000       4,455,845

                         Metropolitan Water District Revenue Bonds, Southern
                         California Waterworks Project, 6.557%, 10/30/20(1)           Aa/AA              4,700,000       3,226,827

                         Oakland, California Redevelopment Agency
                         Tax Allocation Refunding Bonds, MBIA Insured,
                         7.472%, 9/1/19(1)                                            Aaa/AAA            4,300,000       3,308,729

                         Oakland, California Special Edition Revenue
                         Refunding Bonds, Series A, FGIC Insured, 7.60%, 8/1/21       Aaa/AAA/AAA        2,000,000       2,117,466

                         Orange County, California Community Facilities
                         District No. 87-3 Special Tax Bonds, Mission Viejo,
                         Prerefunded, Series A, 8.05%, 8/15/08                        A/NR               3,000,000       3,298,365

                         Orange County, California Community Facilities
                         District Special Tax Bonds, No. 88-1 Aliso Viejo,
                         Prerefunded, Series A, 7.10%, 8/15/05                        NR/AAA             1,440,000       1,567,876

                         Orange County, California Community Facilities
                         District Special Tax Bonds, No. 88-1 Aliso Viejo,
                         Prerefunded, Series A, 7.35%, 8/15/18                        NR/AAA             8,000,000       8,816,407

                         Paramount, California Redevelopment Agency
                         Tax Allocation Revenue Bonds, Redevelopment
                         Project No. 1, Prerefunded, Series A, 9.65%, 6/1/16          NR/AAA/BBB         6,000,000       6,240,240

                         Pittsburg, California Improvement Bond Act of 1915
                         Bonds, Assessment District 1990-01, 7.75%, 9/2/20            NR/NR              1,235,000       1,218,556

                         Rancho, California Water District Financing Authority
                         Revenue Refunding Bonds, AMBAC Insured, 5%, 8/15/14          Aaa/AAA/AAA        4,500,000       3,629,128

                         Redding, California Electric System Revenue Certificates
                         of Participation, FGIC Insured, 6.279%, 6/1/19(1)            Aaa/AAA/AAA        4,000,000       2,912,375

                         Redding, California Electric System Revenue Certificates
                         of Participation, MBIA Insured, 8.264%, 7/8/22(1)            Aaa/AAA            2,500,000       2,278,397

                         Riverside County, California Community Facilities
                         District Bonds, Special Tax No. 88-12, 7.55%, 9/1/17         NR/NR              3,000,000       2,868,294

                         Sacramento, California Municipal Utility District
                         Electric Revenue Refunding Bonds, Series B,
                         FGIC Insured, 7.247%, 8/15/18(1)                             Aaa/AAA/AAA        5,500,000       4,814,678

                         Sacramento, California Municipal Utility District
                         Electric Revenue Refunding Bonds, Series D,
                         MBIA Insured, 5.25%, 11/15/20                                Aaa/AAA/A--        2,500,000       2,020,630
</TABLE>

                         8 Oppenheimer California Tax-Exempt Fund

<PAGE>   9
<TABLE>
<CAPTION>

                                                                                     RATINGS: MOODY'S/
                                                                                     S&P'S/FITCH'S     FACE             MARKET VALUE
                                                                                     (UNAUDITED)       AMOUNT           SEE NOTE 1
                                                                                     ----------------  ------           ------------

<S>                      <C>                                                         <C>               <C>              <C>
CALIFORNIA (CONTINUED)   Saddleback Community College District,
                         California Refunding Certificates of Participation,
                         BIG Insured, 7%, 8/1/19                                     Aaa/AAA           $  1,000,000     $  1,018,614

                         San Bernardino County, California Certificates
                         of Participation, Medical Center Financing Project,
                         5.50%, 8/1/17                                               Baa1/A--             7,500,000        5,946,885

                         San Diego County, California Certificates of
                         Participation, MBIA Insured, 7.321%, 11/18/19(1)            Aaa/AAA              2,000,000        1,816,736

                         San Diego County, California Water Authority
                         Revenue Certificates of Participation, Series B,
                         MBIA Insured, 8.22%, 4/8/21(1)                              Aaa/AAA              3,000,000        2,642,967

                         San Francisco, California City & County Airport
                         Commission International Airport Revenue
                         Refunding Bonds, Second Series, Issue I,
                         AMBAC Insured, 6.30%, 5/1/11                                Aaa/AAA/AAA          4,385,000        4,254,191

                         San Francisco, California City & County Sewer
                         Revenue Refunding Bonds, FGIC Insured,
                         5.375%, 10/1/16                                             Aaa/AAA/AAA          2,000,000        1,677,392

                         San Joaquin Hills, California Transportation Corridor
                         Agency Toll Road Revenue Bonds, Sr. Lien, 5%, 1/1/33        NR/NR/BBB            8,000,000        4,963,848

                         San Joaquin Hills, California Transportation Corridor
                         Agency Toll Road Revenue Bonds, Sr. Lien, 6.75%, 1/1/32     NR/NR/BBB            7,000,000        5,757,191

                         San Jose, California Redevelopment Agency Tax
                         Allocation Bonds, Merged Area Redevelopment
                         Project, MBIA Insured, 5%, 8/1/20                           Aaa/AAA/A            2,000,000        1,546,236

                         South Orange County, California Public Financing
                         Authority Special Tax Revenue Bonds, Sr. Lien,
                         Series A, MBIA Insured, 6.20%, 9/1/13                       Aaa/AAA/NR           3,000,000        2,781,072

                         Southern California Home Financing Authority
                         Single Family Mtg. Revenue Bonds, GNMA and
                         FNMA Mtg.-Backed Securities, Series A, 7.35%, 9/1/24        NR/AAA               1,670,000        1,684,004

                         Southern California Public Power Authority
                         Power Project Revenue Bonds, Prerefunded, 6%, 7/1/18        Aaa/AAA              5,500,000        5,576,994

                         Southern California Public Power Authority
                         Power Project Revenue Refunding Bonds,
                         Series A, 5.50%, 7/1/12                                     Aa/AA                1,000,000          863,544

                         Southern California Public Power Authority
                         Revenue Bonds, San Juan Unit 3, Series A,
                         MBIA Insured, 5%, 1/1/20                                    Aaa/AAA              3,000,000        2,325,408

                         Southern California Public Power Authority
                         Revenue Refunding Bonds, 8.012%, 7/1/12(1)                  Aa/AA--              5,500,000        4,613,531

                         University of California Revenue Bonds,
                         Multiple Purpose Projects, Prerefunded,
                         Series A, 6.875%, 9/1/16                                    NR/A--               2,200,000        2,365,123

                         Victorville, California Special Tax Bonds,
                         Community Facilities District No. 90-1
                         (Western Addition), Series A, 8.30%, 9/1/16                 NR/NR                2,250,000        2,016,508

                                                                                                                        ------------
                                                                                                                         216,487,518

</TABLE>

                         9 Oppenheimer California Tax-Exempt Fund

<PAGE>   10

                         STATEMENT OF INVESTMENTS   (Continued)

<TABLE>
<CAPTION>

                                                                             RATINGS: MOODY'S/
                                                                             S&P'S/FITCH'S      FACE               MARKET VALUE
                                                                             (UNAUDITED)        AMOUNT             SEE NOTE 1
                                                                             ----------------   ------             ------------

<S>                      <C>                                                 <C>                <C>                <C>
U.S. POSSESSIONS--7.3%   Guam Power Authority Revenue Bonds, Series A,
                         6.625%, 10/1/14                                     NR/BBB             $  2,000,000       $  1,914,920

                         Puerto Rico Commonwealth Highway &
                         Transportation Authority Revenue Bonds,
                         Prerefunded, Series T, 6.50%, 7/1/22                NR/AAA                2,250,000          2,372,316

                         Puerto Rico Commonwealth Highway &
                         Transportation Authority Revenue Bonds,
                         Prerefunded, Series T, 6.625%, 7/1/18               NR/AAA                  995,000          1,056,283

                         Puerto Rico Commonwealth Highway &
                         Transportation Authority Revenue Bonds,
                         Series T, 6.625%, 7/1/18                            Baa1/A                4,005,000          3,957,997

                         Puerto Rico Commonwealth Public
                         Improvement General Obligation Bonds,
                         YCNS, MBIA Insured, 7.384%, 7/1/08(1)               Aaa/AAA               3,500,000          2,938,047

                         Puerto Rico Electric Power Authority Revenue
                         Bonds, Series P, 7%, 7/1/21                         Baa1/A--              4,000,000          4,058,727

                         Puerto Rico Housing Finance Corp.
                         Single Family Mtg. Revenue Bonds, Portfolio 1,
                         Series B, 7.65%, 10/15/22                           Aaa/AAA               1,100,000          1,133,097
                                                                                                                   ------------
                                                                                                                     17,431,387
                                                                                                ------------       ------------
TOTAL INVESTMENTS, AT VALUE (COST $251,584,072)                                                         97.5%       233,918,905
                                                                                                ------------       ------------
OTHER ASSETS NET OF LIABILITIES                                                                          2.5          5,986,979
                                                                                                ------------       ------------
NET ASSETS                                                                                             100.0%      $239,905,884
                                                                                                ============       ============
</TABLE>

                         1. Represents the current interest rate for a variable
                         rate bond. These variable rate bonds known as "inverse
                         floaters" pay interest at a rate that varies inversely
                         with short-term interest rates. As interest rates rise,
                         inverse floaters produce less current income. Their
                         price may be more volatile than the price of a
                         comparable fixed-rate security. Inverse floaters amount
                         to $31,277,610 or 13% of the Fund's net assets, at
                         December 31, 1994.

                         See accompanying Notes to Financial Statements.

                         10 Oppenheimer California Tax-Exempt Fund

<PAGE>   11

                         STATEMENT OF ASSETS AND LIABILITIES   December 31, 1994

<TABLE>

<S>                       <C>                                                                                        <C>
ASSETS                   Investments, at value (cost $251,584,072)--see accompanying statement                       $ 233,918,905

                         Cash                                                                                              337,526

                         Receivables:

                         Interest                                                                                        5,314,901
                         Investments sold                                                                                2,137,060
                         Shares of beneficial interest sold                                                                295,248

                         Other                                                                                              45,415

                                                                                                                     -------------
                         Total assets                                                                                  242,049,055

LIABILITIES              Payables and other liabilities:
                         Shares of beneficial interest redeemed                                                            911,990
                         Dividends                                                                                         901,768
                         Distribution and service plan fees--Note 4                                                        158,414
                         Other                                                                                             170,999
                                                                                                                     -------------
                         Total liabilities                                                                               2,143,171

NET ASSETS                                                                                                           $ 239,905,884
                                                                                                                     =============

COMPOSITION OF           Paid-in capital                                                                             $ 258,829,341
NET ASSETS               Undistributed (overdistributed) net investment income                                            (170,011)
                         Accumulated net realized gain (loss) from investment transactions                              (1,088,278)
                         Net unrealized appreciation (depreciation) on investments--Note 3                             (17,665,168)
                                                                                                                      -------------
                         Net assets                                                                                  $ 239,905,884
                                                                                                                     =============

NET ASSET VALUE          Class A Shares:
PER SHARE                Net asset  value and  redemption  price per share
                         (based on net assets of $219,682,026 and 23,255,729
                         shares of beneficial interest outstanding)                                                          $9.45
                         Maximum  offering  price per share (net asset
                         value plus sales charge of 4.75% of offering price)                                                 $9.92

                         Class B Shares:
                         Net asset value, redemption price and offering price per share (based on net assets
                         of $20,223,858 and 2,141,617 shares of beneficial interest outstanding)                             $9.44
</TABLE>

                         See accompanying Notes to Financial Statements.

                         11 Oppenheimer California Tax-Exempt Fund

<PAGE>   12

                         STATEMENT OF OPERATIONS   For the Year Ended December
                         31, 1994

<TABLE>

<S>                      <C>                                                                                         <C>
INVESTMENT INCOME        Interest                                                                                    $18,420,122

EXPENSES                 Management fees--Note 4                                                                       1,560,360

                         Distribution and service plan fees:
                         Class A--Note 4                                                                                 611,139
                         Class B--Note 4                                                                                 165,277

                         Transfer and shareholder servicing agent fees--Note 4                                           140,732

                         Trustees' fees and expenses                                                                      55,562

                         Shareholder reports                                                                              45,421

                         Legal and auditing fees                                                                          33,707

                         Custodian fees and expenses                                                                      23,145

                         Registration and filing fees--Class B                                                             4,090

                         Other                                                                                            32,365

                                                                                                                    ------------
                         Total expenses                                                                                2,671,798
                                                                                                     
NET INVESTMENT INCOME (LOSS)                                                                                          15,748,324

REALIZED AND UNREALIZED  Net realized gain (loss) on investments                                                        (999,410)
GAIN (LOSS) ON           Net change in unrealized appreciation or depreciation on investments                        (39,209,125)
INVESTMENTS                                                                                                         ------------
                         Net realized and unrealized gain (loss) on investments                                      (40,208,535)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                                     $(24,460,211)
                                                                                                                    ============
</TABLE>

                         See accompanying Notes to Financial Statements.

                         12 Oppenheimer California Tax-Exempt Fund

<PAGE>   13

                         STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                                                     Year Ended December 31,
                                                                                                     1994              1993

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

<S>                      <C>                                                                        <C>               <C>
OPERATIONS               Net investment income (loss)                                               $ 15,748,324      $ 14,239,272

                         Net realized gain (loss) on investments                                        (999,410)        1,489,475

                         Net change in unrealized appreciation or depreciation

                         on investments                                                              (39,209,125)       14,305,322
                                                                                                    ------------      ------------
                         Net increase (decrease) in net assets resulting from operations             (24,460,211)       30,034,069

DIVIDENDS AND            Dividends from net investment income:
DISTRIBUTIONS TO         Class A ($.605 and $.648 per share, respectively)                           (14,920,148)      (14,653,931)
SHAREHOLDERS             Class B ($.526 and $.361 per share, respectively)                              (857,567)         (163,836)

                         Distributions from net realized gain on investments:
                         Class A ($.072 per share)                                                            --        (1,740,286)
                         Class B ($.072 per share)                                                            --           (60,371)

BENEFICIAL INTEREST      Net increase (decrease) in net assets resulting from Class A
TRANSACTIONS             beneficial interest transactions--Note 2                                     (8,912,194)       48,808,693

                         Net increase (decrease) in net assets resulting from Class B
                         beneficial interest transactions--Note 2                                     12,644,856         9,837,578

NET ASSETS               Total increase (decrease)                                                   (36,505,264)       72,061,916

                         Beginning of period                                                         276,411,148       204,349,232
                                                                                                    ------------      ------------
                         End of period [including undistributed (overdistributed) net investment
                         income of $(170,011) and $275,259, respectively]                           $239,905,884      $276,411,148
                                                                                                    ============      ============
</TABLE>

                         See accompanying Notes to Financial Statements.

                         13 Oppenheimer California Tax-Exempt Fund

<PAGE>   14
<TABLE>
<CAPTION>

                              FINANCIAL HIGHLIGHTS

                                                         CLASS A
                                                         ------------------------------------------------------------------------
                                                         YEAR ENDED
                                                         DECEMBER 31,
                                                         1994         1993         1992         1991         1990        1989
                                                         ----         ----         ----         ----         ----        ----
<S>                                                      <C>          <C>          <C>          <C>          <C>         <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period                     $ 10.97      $ 10.35      $ 10.22      $  9.86      $ 9.94      $  9.58

Income (loss) from investment operations:
Net investment income                                        .60          .62          .61          .66         .67          .71
Net realized and unrealized gain
(loss) on investments                                      (1.51)         .72          .20          .38        (.07)         .37
                                                         -------      -------      -------      -------      ------      -------
Total income (loss) from investment
operations                                                  (.91)        1.34          .81         1.04         .60         1.08

Dividends and distributions to shareholders:
Dividends from net investment income                        (.61)        (.65)        (.60)        (.62)       (.68)        (.70)
Distributions from net realized
gain on investments                                           --         (.07)        (.08)        (.06)         --         (.02)
                                                         -------      -------      -------      -------      ------      -------
Total dividends and distributions
to shareholders                                             (.61)        (.72)        (.68)        (.68)       (.68)        (.72)

Net asset value, end of period                           $  9.45      $ 10.97      $ 10.35      $ 10.22      $ 9.86      $  9.94
                                                         =======      =======      =======      =======      ======      =======
TOTAL RETURN, AT NET ASSET VALUE(3)                        (8.49)%      13.26%        8.28%       10.93%       6.38%       11.62%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands)                                          $219,682     $266,490     $204,349     $145,163     $92,514      $52,342

Average net assets (in thousands)                       $248,850     $245,193     $174,055     $115,661     $72,879      $29,308

Number of shares outstanding at
end of period (in thousands)                              23,256       24,290       19,738       14,200       9,386        5,268

Ratios to average net assets:
Net investment income                                       5.99%        5.74%        6.07%        6.52%       6.80%        7.11%
Expenses, before voluntary
assumption by the Manager                                    .96%         .97%        1.07%        1.05%       1.05%        1.09%
Expenses, net of voluntary
assumption by the Manager                                    N/A          N/A          N/A          .73%        .53%         .16%

Portfolio turnover rate(5)                                  21.9%        13.7%        26.8%        26.6%       14.5%        20.7%
</TABLE>

<TABLE>
<CAPTION>

                                                                   CLASS B
                                                                   --------------------------
                                                                   YEAR ENDED    PERIOD ENDED
                                                                   DECEMBER 31,  DECEMBER 31,
                                                      1988(2)      1994          1993(1)
                                                      ------       ----          ------
<S>                                                   <C>          <C>           <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period                  $9.53        $10.98        $10.72

Income (loss) from investment operations:
Net investment income                                   .09           .54           .35
Net realized and unrealized gain
(loss) on investments                                   .05         (1.55)          .34
                                                     ------       -------        ------
Total income (loss) from investment
Operations                                              .14         (1.01)          .69

Dividends and distributions to shareholders:
Dividends from net investment income                   (.09)         (.53)         (.36)
Distributions from net realized
gain on investments                                      --            --          (.07)
                                                     ------       -------        ------
Total dividends and distributions
to shareholders                                        (.09)         (.53)         (.43)

Net asset value, end of period                        $9.58        $ 9.44        $10.98
                                                     ======       =======        ======
TOTAL RETURN, AT NET ASSET VALUE(3)                    1.43%        (9.39)%        6.66%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands)                                       $5,825       $20,224        $9,921

Average net assets (in thousands)                    $2,377       $16,552        $5,218

Number of shares outstanding at
end of period (in thousands)                            608         2,142           904

Ratios to average net assets:
Net investment income                                  5.95%(4)      5.17%         4.57%(4)
Expenses, before voluntary
assumption by the Manager                              2.25%(4)      1.73%         1.79%(4)
Expenses, net of voluntary
assumption by the Manager                                --(4)        N/A           N/A

Portfolio turnover rate(5)                              0.0%         21.9%         13.7%
</TABLE>

                         1. For the period from May 1, 1993 (inception of
                         offering) to December 31, 1993.

                         2. For the period from November 3, 1988 (commencement
                         of operations) to December 31, 1988.

                         3. Assumes a hypothetical initial investment on the
                         business day before the first day of the fiscal period,
                         with all dividends and distributions reinvested in
                         additional shares on the reinvestment date, and
                         redemption at the net asset value calculated on the
                         last business day of the fiscal period. Sales charges
                         are not reflected in the total returns.

                         4. Annualized.

                         5. The lesser of purchases or sales of portfolio
                         securities for a period, divided by the monthly average
                         of the market value of portfolio securities owned
                         during the period. Securities with a maturity or
                         expiration date at the time of acquisition of one year
                         or less are excluded from the calculation. Purchases
                         and sales of investment securities (excluding
                         short-term securities) for the year ended December 31,
                         1994 were $57,137,136 and $58,857,084, respectively.
                         See accompanying Notes to Financial Statements.

                         14 Oppenheimer California Tax-Exempt Fund

<PAGE>   15

                         NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT           Oppenheimer California Tax-Exempt Fund (the Fund) is
ACCOUNTING POLICIES      registered under the Investment Company Act of 1940, as
                         amended, as a non-diversified, open-end management
                         investment company. The Fund's investment advisor is
                         Oppenheimer Management Corporation (the Manager). The
                         Fund offers both Class A and Class B shares. Class A
                         shares are sold with a front-end sales charge. Class B
                         shares may be subject to a contingent deferred sales
                         charge. Both classes of shares have identical rights to
                         earnings, assets and voting privileges, except that
                         each class has its own distribution and/or service
                         plan, expenses directly attributable to a particular
                         class and exclusive voting rights with respect to
                         matters affecting a single class. Class B shares will
                         automatically convert to Class A shares six years after
                         the date of purchase. The following is a summary of
                         significant accounting policies consistently followed
                         by the Fund.

                         INVESTMENT VALUATION. Portfolio securities are valued
                         at 4:00 p.m. (New York time) on each trading day.
                         Listed and unlisted securities for which such
                         information is regularly reported are valued at the
                         last sale price of the day or, in the absence of sales,
                         at values based on the closing bid or asked price or
                         the last sale price on the prior trading day. Long-term
                         debt securities are valued by a portfolio pricing
                         service approved by the Board of Trustees. Long-term
                         debt securities which cannot be valued by the approved
                         portfolio pricing service are valued using
                         dealer-supplied valuations provided the Manager is
                         satisfied that the firm rendering the quotes is
                         reliable and that the quotes reflect current market
                         value, or under consistently applied procedures
                         established by the Board of Trustees to determine fair
                         value in good faith. Short-term debt securities having
                         a remaining maturity of 60 days or less are valued at
                         cost (or last determined market value) adjusted for
                         amortization to maturity of any premium or discount.

                         ALLOCATION OF INCOME, EXPENSES AND GAINS AND LOSSES.
                         Income, expenses (other than those attributable to a
                         specific class) and gains and losses are allocated
                         daily to each class of shares based upon the relative
                         proportion of net assets represented by such class.
                         Operating expenses directly attributable to a specific
                         class are charged against the operations of that class.

                         FEDERAL INCOME TAXES. The Fund intends to continue to
                         comply with provisions of the Internal Revenue Code
                         applicable to regulated investment companies and to
                         distribute all of its taxable income, including any net
                         realized gain on investments not offset by loss
                         carryovers, to shareholders. Therefore, no federal
                         income tax provision is required. At December 31, 1994,
                         the Fund had available for federal income tax purposes
                         an unused capital loss carryover of approximately
                         $841,000 which will expire in 2002.

                         TRUSTEES' FEES AND EXPENSES. The Fund has adopted a
                         nonfunded retirement plan for the Fund's independent
                         trustees. Benefits are based on years of service and
                         fees paid to each trustee during the years of service.
                         During the year ended December 31, 1994, the Fund's
                         projected benefit obligations were reduced by $23,924,
                         resulting in an accumulated liability of $40,422. No
                         payments have been made under the plan.

                         DISTRIBUTIONS TO SHAREHOLDERS. The Fund intends to
                         declare dividends separately for Class A and Class B
                         shares from net investment income each day the New York
                         Stock Exchange is open for business and pay such
                         dividends monthly. Distributions from net realized
                         gains on investments, if any, will be declared at least
                         once each year.

                         CHANGE IN ACCOUNTING CLASSIFICATION OF DISTRIBUTIONS TO
                         SHAREHOLDERS. Net investment income (loss) and net
                         realized gain (loss) may differ for financial statement
                         and tax purposes primarily because of premium
                         amortization. The character of the distributions made
                         during the year from net investment income or net
                         realized gains may differ from their ultimate
                         characterization for federal income tax purposes. Also,
                         due to timing of dividend distributions, the fiscal
                         year in which amounts are distributed may differ from
                         the year that the income or realized gain (loss) was
                         recorded by the Fund. Effective January 1, 1994, the
                         Fund adopted Statement of Position 93-2: Determination,
                         Disclosure, and Financial Statement Presentation of
                         Income, Capital Gain, and Return of Capital
                         Distributions by Investment Companies. As a result, the
                         Fund changed the classification of distributions to
                         shareholders to better disclose the differences between
                         financial statement amounts and distributions
                         determined in accordance with income tax regulations.
                         Accordingly, subsequent to December 31, 1993, amounts
                         have been reclassified to reflect a decrease in
                         undistributed net investment income of $293,771 and an
                         increase in accumulated net realized gain on
                         investments of $293,771. During the year ended December
                         31, 1994, in accordance with Statement of Position
                         93-2, undistributed net investment income was decreased
                         by $122,108 and accumulated net realized loss on
                         investments was decreased by the same amount.

                         15 Oppenheimer California Tax-Exempt Fund

<PAGE>   16

                         NOTES TO FINANCIAL STATEMENTS   (Continued)

1. SIGNIFICANT           OTHER. Investment transactions are accounted for on the
   ACCOUNTING POLICIES   date the investments are purchased or sold (trade
   (CONTINUED)           date). Original issue discount on securities purchased
                         is amortized over the life of the respective
                         securities, in accordance with federal income tax
                         requirements. Realized gains and losses on investments
                         and unrealized appreciation and depreciation are
                         determined on an identified cost basis, which is the
                         same basis used for federal income tax purposes. For
                         bonds acquired after April 30, 1993, accrued market
                         discount is recognized at maturity or disposition as
                         taxable ordinary income. Taxable ordinary income is
                         realized to the extent of the lesser of gain or accrued
                         market discount.

2. SHARES OF             The Fund has authorized an unlimited number of no par
   BENEFICIAL INTEREST   value shares of beneficial interest of each class.
                         Transactions in shares of beneficial interest were as
                         follows:

<TABLE>
<CAPTION>

                                                                    YEAR ENDED DECEMBER 31, 1994    YEAR ENDED DECEMBER 31, 1993(1)
                                                                    ----------------------------    ------------------------------
                                                                    SHARES        AMOUNT            SHARES        AMOUNT
                                                                    ------        ------            ------        ------
                         <S>                                        <C>           <C>               <C>           <C>

                         Class A:
                         Sold                                        4,682,338    $ 47,539,656       7,029,778    $ 75,603,080
                         Dividends and distributions reinvested        895,069       9,014,619         913,845       9,891,046
                         Redeemed                                   (6,611,428)    (65,466,469)     (3,391,817)    (36,685,433)
                                                                    ----------    ------------      ----------    ------------
                         Net increase (decrease)                    (1,034,021)   $ (8,912,194)      4,551,806    $ 48,808,693
                                                                    ==========    ============      ==========    ============
                         Class B:
                         Sold                                        1,595,370    $ 16,152,328         916,412    $  9,977,857
                         Dividends and distributions reinvested         52,979         528,961          12,695         139,138
                         Redeemed                                     (410,584)     (4,036,433)        (25,255)       (279,417)
                                                                    ----------    ------------      ----------    ------------
                         Net increase                                1,237,765    $ 12,644,856         903,852    $  9,837,578
                                                                    ==========    ============      ==========    ============
</TABLE>

                         1. For the year ended December 31, 1993 for Class A
                         shares and for the period from May 1, 1993 (inception
                         of offering) to December 31, 1993 for Class B Shares.

3. UNREALIZED GAINS AND  At December 31, 1994, net unrealized depreciation on
   LOSSES ON             investments of $17,665,168 was composed of gross
   INVESTMENTS           appreciation of $2,660,707, and gross depreciation of
                         $20,325,875.

4. MANAGEMENT FEES       Management fees paid to the Manager were in accordance
   AND OTHER             with the investment advisory agreement with the Fund
   TRANSACTIONS          which provides for an annual fee of .60% on the first
   WITH AFFILIATES       $200 million of net assets, .55% on the next $100
                         million, .50% on the next $200 million, .45% on the
                         next $250 million, .40% on the next $250 million and
                         .35% on net assets in excess of $1 billion. The Manager
                         has agreed to assume Fund expenses (with specified
                         exceptions) in excess of the regulatory limitation of
                         the State of California.

                                        For the year ended December 31, 1994,
                         commissions (sales charges paid by investors) on sales
                         of Class A shares totaled $999,822, of which $193,221
                         was retained by Oppenheimer Funds Distributor, Inc.
                         (OFDI), a subsidiary of the Manager, as general
                         distributor, and by an affiliated broker/dealer. During
                         the year ended December 31, 1994, OFDI received
                         contingent deferred sales charges of $79,893 upon
                         redemption of Class B shares.

                                        Oppenheimer Shareholder Services (OSS),
                         a division of the Manager, is the transfer and
                         shareholder servicing agent for the Fund, and for other
                         registered investment companies. OSS's total costs of
                         providing such services are allocated ratably to these
                         companies.

                                        Under separate approved plans, each
                         class may expend up to .25% of its net assets annually
                         to reimburse OFDI for costs incurred in connection with
                         the personal service and maintenance of accounts that
                         hold shares of the Fund, including amounts paid to
                         brokers, dealers, banks and other institutions. In
                         addition, Class B shares are subject to an asset-based
                         sales charge of .75% of net assets annually, to
                         reimburse OFDI for sales commissions paid from its own
                         resources at the time of sale and associated financing
                         costs. In the event of termination or discontinuance of
                         the Class B plan, the Board of Trustees may allow the
                         Fund to continue payment of the asset-based sales
                         charge to OFDI for distribution expenses incurred on
                         Class B shares sold prior to termination or
                         discontinuance of the plan. During the year ended
                         December 31, 1994, OFDI paid $19,407 to an affiliated
                         broker/dealer as reimbursement for Class A personal
                         service and maintenance expenses and retained $157,962
                         as reimbursement for Class B sales commissions and
                         service fee advances, as well as financing costs.

                         16 Oppenheimer California Tax-Exempt Fund

<PAGE>   17

                         INDEPENDENT AUDITORS' REPORT

                         The Board of Trustees and Shareholders of Oppenheimer
                         California Tax-Exempt Fund:

                         We have audited the accompanying statements of
                         investments and assets and liabilities of Oppenheimer
                         California Tax-Exempt Fund as of December 31, 1994, and
                         the related statement of operations for the year then
                         ended, the statements of changes in net assets for each
                         of the years in the two-year period then ended and the
                         financial highlights for each of the years in the
                         six-year period then ended and the period from November
                         3, 1988 (commencement of operations) to December 31,
                         1988. These financial statements and financial
                         highlights are the responsibility of the Fund's
                         management. Our responsibility is to express an opinion
                         on these financial statements and financial highlights
                         based on our audits.

                                        We conducted our audits in accordance
                         with generally accepted auditing standards. Those
                         standards require that we plan and perform the audit to
                         obtain reasonable assurance about whether the financial
                         statements and financial highlights are free of
                         material misstatement. An audit includes examining, on
                         a test basis, evidence supporting the amounts and
                         disclosures in the financial statements. Our procedures
                         included confirmation of securities owned as of
                         December 31, 1994, by correspondence with the custodian
                         and brokers; and where confirmations were not received
                         from brokers, we performed other auditing procedures.
                         An audit also includes assessing the accounting
                         principles used and significant estimates made by
                         management, as well as evaluating the overall financial
                         statement presentation. We believe that our audits
                         provide a reasonable basis for our opinion.

                                        In our opinion, the financial statements
                         and financial highlights referred to above present
                         fairly, in all material respects, the financial
                         position of Oppenheimer California Tax-Exempt Fund as
                         of December 31, 1994, the results of its operations for
                         the year then ended, the changes in its net assets for
                         each of the years in the two-year period then ended,
                         and the financial highlights for each of the years in
                         the six-year period then ended and the period from
                         November 3, 1988 (commencement of operations) to
                         December 31, 1988, in conformity with generally
                         accepted accounting principles.

                         KPMG PEAT MARWICK LLP

                         Denver, Colorado
                         January 23, 1995

                         17  Oppenheimer California Tax-Exempt Fund

<PAGE>   18

                         FEDERAL INCOME TAX INFORMATION   (Unaudited)

                         In early 1995, shareholders will receive information
                         regarding all dividends and distributions paid to them
                         by the Fund during calendar year 1994. Regulations of
                         the U.S. Treasury Department require the Fund to report
                         this information to the Internal Revenue Service.

                                        None of the dividends paid by the Fund
                         during the fiscal year ended December 31, 1994 are
                         eligible for the corporate dividend-received deduction.
                         The dividends were derived from interest on municipal
                         bonds and are not subject to federal income tax. To the
                         extent a shareholder is subject to any state or local
                         tax laws, some or all of the dividends received may be
                         taxable.

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

                         18 Oppenheimer California Tax-Exempt Fund

<PAGE>   19

                         OPPENHEIMER CALIFORNIA TAX-EXEMPT FUND

OFFICERS AND TRUSTEES    Leon Levy, Chairman of the Board of Trustees
                         Leo Cherne, Trustee
                         Robert G. Galli, Trustee
                         Benjamin Lipstein, Trustee
                         Elizabeth B. Moynihan, Trustee
                         Kenneth A. Randall, Trustee
                         Edward V. Regan, Trustee
                         Russell S. Reynolds, Jr., Trustee
                         Sidney M. Robbins, Trustee
                         Donald W. Spiro, Trustee and President
                         Pauline Trigere, Trustee
                         Clayton K. Yeutter, Trustee
                         Robert E. Patterson, Vice President
                         George C. Bowen, Treasurer
                         Robert J. Bishop, Assistant Treasurer
                         Scott Farrar, Assistant Treasurer
                         Andrew J. Donohue, Secretary
                         Robert G. Zack, Assistant Secretary


INVESTMENT ADVISOR       Oppenheimer Management Corporation

DISTRIBUTOR              Oppenheimer Funds Distributor, Inc.

TRANSFER AND             Oppenheimer Shareholder Services
SHAREHOLDER
SERVICING AGENT

CUSTODIAN OF             Citibank, N.A.
PORTFOLIO SECURITIES

INDEPENDENT AUDITORS     KPMG Peat Marwick LLP

LEGAL COUNSEL            Gordon Altman Butowsky Weitzen Shalov & Wein

                         This is a copy of a report to shareholders of
                         Oppenheimer California Tax-Exempt Fund. This report
                         must be preceded or accompanied by a Prospectus of
                         Oppenheimer California Tax-Exempt Fund. For material
                         information concerning the Fund, see the Prospectus.

                         19 Oppenheimer California Tax-Exempt Fund

<PAGE>   20
"How may I help you?"

As an OppenheimerFunds shareholder, some special privileges are available to
you. Whether it's automatic investment plans, informative newsletters and
hotlines, or ready account access, you can benefit from services designed to
make investing simple.

      And when you need help, our Customer Service Representatives are only a
toll-free phone call away. They can provide information about your account and
handle administrative requests. You can reach them at our General Information
number.

      When you want to make a transaction, you can do it easily by calling our
toll-free Telephone Transactions number. And, by enrolling in AccountLink, a
convenient service that "links" your OppenheimerFunds accounts and your bank
checking or savings account, you can use the Telephone Transactions number to
make investments.

      For added convenience, you can get auto-mated information with
OppenheimerFunds PhoneLink service, available 24 hours a day, 7 days a week.
PhoneLink gives you access to a variety of fund, account, and market
information. It also gives you the ability to make transactions using your
touch-tone phone. Of course, you can always speak with a Customer Service
Representative during business hours.

      You can count on us whenever you need assistance. That's why the
International Customer Service Association, an indepen-dent, non-profit
organization made up of over 3,200 customer service management professionals
from around the country, hon-ored the OppenheimerFunds' transfer agent,
Oppenheimer Shareholder Services, with their Award of Excellence in 1993.

      So call us today--we're here to help.

INFORMATION

GENERAL INFORMATION
Monday-Friday 8:30 a.m.-8 p.m. ET
Saturday 10 a.m.-2 p.m. ET

1-800-525-7048

TELEPHONE TRANSACTIONS
Monday-Friday 8:30 a.m.-8 p.m. ET

1-800-852-8457

PHONELINK

24 hours a day, automated 
information and transactions

1-800-533-3310

TELECOMMUNICATIONS DEVICE
FOR THE DEAF (TDD)
Monday-Friday 8:30 a.m.-8 p.m. ET

1-800-843-4461

OPPENHEIMERFUNDS
INFORMATION HOTLINE
24 hours a day, timely and insightful 
messages on the economy and 
issues that affect your investments

1-800-835-3104

RA0790.001.0295


[FIGURE NUMBER 8]
Photo of Jennifer Leonard

Jennifer Leonard, Customer Service Representative
Oppenheimer Shareholder Services


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