CENTENNIAL CALIFORNIA TAX EXEMPT TRUST
497, 2000-10-31
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Centennial California Tax Exempt Trust

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Prospectus dated November 1, 2000
                                         Centennial  California Tax Exempt Trust
                                         is a money market mutual fund. It seeks
                                         the maximum  current income exempt from
                                         federal and California  personal 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    Trust's
                                         objective,   its  investment  policies,
                                         strategies and risks.  It also contains
                                         important  information about how to buy
                                         and sell shares of the
As with all mutual funds, the Trust and other account  features.  Securities and
Exchange  Commission has Please read this  Prospectus  carefully not approved or
disapproved  the Trust's before you invest and keep it for securities nor has it
determined that future reference about your account. this Prospectus is accurate
or complete. It is a criminal offense to represent otherwise.

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<PAGE>


2

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

                  Automatic Purchase and Redemption Programs
                  Direct Shareholders


                  How to Sell Shares

                  Automatic Purchase and Redemption Programs
                  Direct Shareholders


                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends and Tax Information

                  Financial Highlights







<PAGE>


25

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
interest  income exempt from federal and  California  personal  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 one year from the date of purchase. The Trustee have proposed a
change to this policy to increase the length of permitted  maturity to up to the
maximum permitted under Rule 2a-7 of the Investment Company Act of 1940 which is
currently 397 days.  Please see "About the Trust's  Investments"  below for more
details. To be considered "high-quality," generally they must be rated in one of
the  two  highest   credit-quality   categories  for  short-term  securities  by
nationally recognized rating services. If unrated, a security must be determined
by  the  Trust's  investment  manager  to  be of  comparable  quality  to  rated
securities.

The Trust normally attempts to invest 100% of its assets in municipal securities
and at least 65% of its assets in obligations of the State of California and its
political  subdivisions,   agencies  and  instrumentalities  or  obligations  of
commonwealths   or  territories  of  the  United  States,   or  their  agencies,
instrumentalities  or  authorities  the  interest  from which is not  subject to
California  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%.

WHO IS THE TRUST  DESIGNED  FOR?  The Trust is designed  for  investors  who are
seeking income exempt from federal and California  income taxes at current money
market rates, while preserving the value of their investment,  because the Trust
tries 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 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's investments must meet strict standards set by its Board of
Trustees following special rules for money market funds under federal law. Those
standards  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 investing
in a wide  variety  of  issuers  to reduce  the  effects of a default by any one
issuer on the Trust's overall portfolio and 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. As a result,  there is a risk that the Trust's shares could fall
below  $1.00 per share.  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.  Also,  there is the risk that the value of
your investment could be eroded over time by the effects of inflation,  and that
poor security  selection could cause the Trust to underperform  other funds with
similar objectives.

Risks of Focusing on Investments in California Municipal  Securities.  The Trust
      generally  invests a  significant  portion  of its  assets  in  California
      municipal   securities.   Because  the  Trust  invests  primarily  in  the
      securities of California  issuers,  its performance  will be significantly
      affected by local, state and regional factors.  These may include state or
      local legislation or policy changes,  erosion of the tax base of the state
      or one or more particular  localities,  the effects of possible  terrorist
      acts or natural disasters,  or other economic or credit problems affecting
      the state  generally  or any  individual  locality  (which may directly or
      indirectly affect the state as a whole). 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 California.  The Trust is a
      "non-diversified"  fund,  however,  it is  currently  subject  to  certain
      diversification  requirements  under  rules for money  market  funds under
      federal law.

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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  since the
Trust's  inception  and average  annual total returns for the 1-, 5- and Life of
Trust.  Variability  of returns is one  measure of the risks of  investing  in a
money market fund. The Trust's past investment  performance does not predict 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 (not
annualized)  was 2.13%.  During the period  shown in the bar chart,  the highest
return  (not  annualized)  for a calendar  quarter was 0.98% (2nd Q '91) and the
lowest return (not annualized) for a calendar quarter was 0.42% (1st Q '94).


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


Average Annual Total Returns
for the periods ended December 31, 1999      1 Year     5 Years  Life of Trust

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Centennial California Tax Exempt Trust       2.47%      2.81%    2.85%
(inception 6/12/90)

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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.  The following tables are
meant 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 eligible 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)

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

 Management Fees                              0.50%

 ------------------------------------------------------------------------------
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 Distribution and/or Service (12b-1) Fees     0.20%

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

 Other Expenses                               0.13%

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

 Total Annual Operating Expenses              0.83%

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"Other expenses" in the table include  transfer agent fees,  custodial fees, and
accounting and legal expenses the Trust pays. "Total Annual Operating  Expenses"
were reduced by a voluntary expense assumption  undertaken by the Manager.  With
that  expense  assumption  "Total  Annual  Operating  Expenses"  were 0.81%.  In
addition,  following the fiscal year ended June 30, 2000, the Manager reimbursed
the Trust 0.01% of average daily net assts. The voluntary expense  assumption is
described below in "How the Trust is Managed" and may be amended or withdrawn at
any time.

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, whether or not you redeem your investment at the end of each period:


  -----------------------------------------------------------------------------
                                1 year      3 years     5 years    10 years
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------

                                $85         $265        $460       $1,025

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About the Trust's Investments


THE TRUST'S PRINCIPAL INVESTMENT POLICIES. The Trust invests in short-term money
market  securities  meeting  quality,  maturity  and  diversification  standards
established by its Board of Trustees as well as rules that apply to 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.

      The Trust's investment manager,  Centennial Asset Management  Corporation,
(referred  to in this  Prospectus  as the  Manager)  tries  to  reduce  risks by
diversifying investments and by carefully researching securities before they are
purchased.  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.

What  Does the Trust  Invest In?  Money  market  instruments  are  high-quality,
      short-term  debt  instruments.  They may have fixed,  variable or floating
      interest rates. All of the Trust's money market  investments must meet the
      special quality and maturity requirements set under the Investment Company
      Act and the special  procedures set by the Board described  briefly below.
      The  following  is a  brief  description  of the  types  of  money  market
      securities the Trust can invest in.

   o  Municipal Securities. The Trust buys municipal bonds and notes, tax-exempt
      commercial  paper,  certificates of  participation in municipal leases and
      other debt obligations.  These are debt obligations issued by or on behalf
      of the State of  California,  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 by their  agencies,
      instrumentalities and authorities, if the interest paid on the security is
      not  subject  to  federal  individual  income  tax in the  opinion of bond
      counsel to the issuer. 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 one year  from the date the Trust  purchases
      them.  The Board of Trustees has requested  that  shareholders  approve an
      amendment  to  this  policy  that  would  permit  the  Trust  to  purchase
      securities  with a remaining  maturity of up to the maximum time permitted
      under Rule 2a-7.

o       Other Money Market  Obligations.  Up to 20% of the Trust's assets can be
        invested  in  investments,  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.

      Additionally,  the Trust can buy other money market  instruments  that the
Manager approves under procedures  adopted by its Board of Trustees from time to
time.  They  must be U.S.  dollar-denominated  short-term  investments  that the
Manager must determine to have minimal credit risks.

What  Standards Apply to the Trust's Investments?  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 can buy only those  securities  that meet  standards  set by the
      Investment  Company Act for money market funds and  procedures  adopted by
      the  Board  of  Trustees.  The  Trust's  Board  of  Trustees  has  adopted
      procedures  to  evaluate  securities  for the  Trust's  portfolio  and the
      Manager  has  the   responsibility  to  implement  those  procedures  when
      selecting investments for the Trust.

      In general, the Trust buys only high-quality  investments that the Manager
believes  present  minimal  credit risk at the time of purchase.  "High-quality"
investments are:

o rated in one of the two highest  short-term  rating categories of two national
rating  organizations,  or rated by one  rating  organization  in one of its two
highest  rating  categories  (if only one  rating  organization  has  rated  the
investment),  or unrated  investments that the Manager determines are 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. The
Trust's fundamental policy restricting investments in any debt instrument having
a  maturity  in  excess  of one year  from the  date of the  investment  is more
restrictive  than the  standards  that  apply to all money  market  funds.  That
restriction could limit the Trust's investments, however, shareholders have been
requested to approve an amendment to this policy whereby no security's  maturity
will exceed the maximum  time  permitted  under Rule 2a-7.  If the change is not
approved by shareholders, the Manager will supplement this Prospectus to reflect
that  the  change  was  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 Board of
      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.  Some of the  investment
      restrictions that are fundamental  policies are listed in the Statement of
      Additional  Information.  An investment  policy is not fundamental  unless
      this  Prospectus or the Statement of Additional  Information  says that it
      is.  Please  see  the  Statement  of  Additional   Information   for  more
      information on the proposals to change fundamental policies that the Board
      of Trustees has requested  shareholders to approve. If shareholders do not
      approve the changes,  then this  prospectus  and  Statement of  Additional
      Information  will be  supplemented  to advise you that the amendments were
      not approved.

Other  Investment  Strategies.  To seek its  objective,  the  Trust  can use the
investment techniques and strategies described below. The Trust might 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 the overall 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 rate or benchmark for such investments, such as the prime
      rate of a bank.  If the maturity of an investment is greater than one year
      from the date of  purchase  (or if the  proposed  change  is  approved  by
      shareholders,  the maximum  time  permitted  under Rule  2a-7),  it can 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  one year from
      purchase  (or if the  proposed  change is  approved by  shareholders,  the
      maximum time permitted under Rule 2a-7).

"When-Issued"  and  "Delayed-Delivery"  Transactions.  The  Trust  can  purchase
      municipal  securities  on a  "when-issued"  basis and can 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.


            Some of these  obligations  might not have an active  trading market
      and  would be  subject  to the  fund's  limits  on  "illiquid"  securities
      described  below.  From time to time the Trust can invest  more than 5% of
      its net  assets  in  municipal  lease  obligations  that the  Manager  has
      determined  to be liquid  under  guidelines  set by the  Trust's  Board of
      Trustees.

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. A restricted  securities
      is one that has a  contractual  limit on  resale  or which  cannot be sold
      publicly until it is registered  under federal  securities laws. 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 can 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 can 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 Trust's net assets to be subject to  repurchase
      agreements  having a maturity beyond seven days.  There is no limit on the
      amount  of the  Trust's  net  assets  that can be  subject  to  repurchase
      agreements of seven days or less. Income earned on repurchase transactions
      is not tax exempt and  accordingly,  under normal market  conditions,  the
      Trust will limit its investments in repurchase  transactions to 20% of its
      total assets.

Temporary Investments.  In times of unstable or adverse market or economic
      conditions, the Trust can invest up to 100% of its assets in temporary
      defensive investments.  These temporary investments can include:

o     obligations issued or guaranteed by the U.S. government or its agencies or
         instrumentalities,

o    bankers'  acceptances;  taxable  commercial  paper  rated in the  highest
     category by a rating organization,

o     short-term taxable debt obligations rated in one of the two highest rating
         categories of a rating organization,

o     certificates of deposit of domestic banks, and

o     repurchase agreements.

      To the  extent  the  Trust  assumes  a  temporary  defensive  position,  a
significant  portion of the Trust's  distributions may be subject to federal and
California income taxes.



How the Trust is Managed


THE MANAGER.  The  investment  advisor for the Trust is the Manager,  Centennial
Asset Management  Corporation,  a wholly-owned  subsidiary of  OppenheimerFunds,
Inc.  The Manager  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 $130  billion in assets as of September  30, 2000,
including  private  accounts and  investment  companies  for more than 5 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 June 1990.
     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.  Under the  investment  advisory  agreement,  the Trust  pays the
      Manager an  advisory  fee at an annual rate that  declines  on  additional
      assets as the Trust grows: 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; and
      0.400%  of the of net  assets in excess of $1  billion.  The  Manager  has
      voluntarily  undertaken  to assume  certain  expenses  of the Trust in any
      fiscal year that exceed  0.80% of the Trust's  average  annual net assets.
      The  Manager  reserves  the  right  to  amend or  terminate  that  expense
      assumption  at any time.  The Trust's  management  fee for the fiscal year
      ended June 30, 2000 was 0.50% 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
or  the  Sub-Distributor   (OppenheimerFunds  Distributor,  Inc.)  receives  the
purchase order at its offices in Colorado,  or after any agent  appointed by the
Sub-Distributor  receives  the  order  and  sends it to the  Sub-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 eligible 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  eligible  funds (a list of them appears in the Statement of Additional
Information,  or you can ask your  broker-dealer  or call the Transfer Agent) or
reinvesting   distributions   from  unit   investment   trusts  that  have  made
arrangements with the Distributor.

How Are Shares Purchased?  You can buy shares in one of several ways:

 Buying  Shares  Through a  Broker-Dealer's  Automatic  Purchase and  Redemption
Program:  You 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  broker-dealer's  Automatic  Purchase  and
Redemption  Program.  Shares  of the  Trust  are sold  mainly  to  customers  of
participating  broker-dealers  that offer the Trust's shares under these special
purchase  programs.  If you participate in an Automatic  Purchase and Redemption
Program established by your broker-dealer, your broker-dealer buys shares of the
Trust for your account with the broker-dealer.  Program participants should also
read the description of the program provided by their broker-dealer.

 Buying Shares Through Your  Broker-Dealer:  Shareholders 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  broker-dealer will place your order with the Distributor
on your behalf.

 Buying  Shares  Directly  Through the  Sub-Distributor:  You can also  purchase
shares  directly  through the  Trust's  Sub-Distributor.  Shareholders  who make
purchases directly and hold shares in their own names are referred to as "direct
shareholders" in this Prospectus.

      The  Sub-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 or Sub-Distributor,
in their sole discretion, may reject any purchase order for shares of the Trust.

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  Procedures" 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
Trust's  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.


If the  Distributor  receives a purchase  order  before  12:00 Noon 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 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.  Distributions  will  begin to accrue on the shares on that day if the
Federal Funds are received by the required time.

If the  Distributor  receives a  purchase  order  after  12:00 Noon 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 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.


Ifthe 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?  Direct  shareholders can buy shares of
the Trust by completing a Centennial  Funds New Account  Application and sending
it to the Sub-Distributor,  OppenheimerFunds  Distributor,  Inc., 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 broker-dealer  on the  application,  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.


      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 "OppenheimerFunds Distributor,
      Inc.,"  along with your  application  and other  documents  to the address
      listed above. 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 Sub-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
      Sub-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  listed  above.  Before
      sending  a  wire,   call  the   Sub-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  Sub-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  Sub-Distributor  and accepted by 12:00 Noon. If
the  Sub-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 (together with
      significant  amounts from the  Manager's  own  resources)  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


You can sell  (redeem)  some or all of your shares on any regular  business day.
Your shares will be sold at 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 you 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  shareholders  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 listed in the account registration.


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  to the
      Transfer  Agent  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. (such as Letters
         Testamentary of an Executor).


--------------------------------------------------------------------------------
---------------------------------------- ---------------------------------------
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 D
P.O. Box 5143                            Denver, Colorado 80231
Denver, Colorado 80217-5270
--------------------------------------------------------------------------------


How   Can Direct Shareholders Sell Shares by Telephone?  Direct shareholders and
      their  broker-dealer  representative  of record  may also  sell  shares by
      telephone.  To enable you to receive the redemption  price calculated on a
      particular  regular  business day, the Transfer  Agent,  or its designated
      agent,  must  receive the  request by 4:00 P.M.  on that day.  You may not
      redeem shares held under a share certificate or in a retirement account 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.  Telephone  redemptions are 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 broker-dealer's  Automatic
Purchase and Redemption Program,  you must contact your broker-dealer to arrange
a Federal Funds wire.

HOW DO I WRITE CHECKS  AGAINST MY ACCOUNT?  Automatic  Purchase  and  Redemption
Program  participants  may write  checks  against the  account  held under their
Program,   but  must  arrange  for   checkwriting   privileges   through   their
broker-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.  Shareholders  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  eligible  fund.
Generally,  there is no fee to redeem  shares of the Trust bought by exchange of
shares of another Centennial Trust or eligible fund. However,

ifyou  acquired  shares of the  Trust by  exchanging  Class A shares of  another
  eligible fund that you bought subject to the Class A contingent deferred sales
  charge, and

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

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
eligible  funds,   depending  on  whether  you  own  your  shares  through  your
broker-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,
Centennial  California Tax Exempt Trust and Centennial New York 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  eligible  funds listed in the
Statement of Additional  Information.  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 eligible
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 eligible funds (except  Oppenheimer  Cash Reserves),  or
when you  exchange  shares of the Trust  purchased  by  exchange of shares of an
eligible fund 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 eligible 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.  Complete  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 Trust  reserves the right to refuse any exchange  request that may, in
      the  opinion  of the  Trust,  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 broker-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.  It 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 redemption of 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 $200 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 or  Sub-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,  annual and semi-annual  report to
      shareholders having the same last name and address on the Trust's records.
      The  consolidation of these mailings,  called  householding,  benefits the
      Trust through reduced mailing expense.

      If you want to receive  multiple copies of these  materials,  you may call
      the  Transfer  Agent at  1.800.525.9310.  You may also notify the Transfer
      Agent in writing.  Individual  copies of prospectuses  and reports will be
      sent to you within 30 days after the Transfer  Agent receives your request
      to stop householding.


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 Trust does 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?  ? For Automatic  Purchase
      and Redemption  Programs,  dividends and  distributions  are automatically
      reinvested in additional  shares of the selected Trust. 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 eligible fund account
      you have established.

If you participate in an Automatic  Purchase and Redemption Program sponsored by
your  broker-dealer,  all  dividends  and  distributions  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  as  described  in  your  Program
Agreements.

TAXES.  Exempt interest  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  on  California  municipal
securities  will be exempt from  California  individual  income taxes, if at the
close of each  quarter  at least  50% of the  value of the  Trust's  assets  are
invested in debt obligations that pay interest exempt from California individual
income taxes.  Dividends paid from income from  municipal  securities of issuers
outside  California  will  normally be subject to California  individual  income
taxes.

      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 advisor
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>


<PAGE>

Financial Highlights

Centennial California Tax-Exempt Trust

<TABLE>
<CAPTION>
                                      Year Ended June 30,
                            2000      1999      1998           1997           1996
                          --------  --------  --------       --------       --------
<S>                       <C>       <C>       <C>            <C>            <C>
PER SHARE OPERATING DATA
Net asset value,
 beginning of period....     $1.00     $1.00     $1.00          $1.00          $1.00
Income from investment
 operations--net
 investment income and
 net realized gain......       .03       .02       .03            .03            .03
Dividends and/or
 distributions to
 shareholders...........      (.03)     (.02)     (.03)          (.03)
(.03)
                          --------  --------  --------       --------       --------
Net asset value, end of
 period.................     $1.00     $1.00     $1.00          $1.00          $1.00
                          ========  ========  ========       ========       ========
TOTAL RETURN(/1/).......      2.63%     2.41%     2.86%          2.81%
2.97%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
 period (in thousands)..  $162,261  $155,839  $155,832       $131,939       $118,838
Average net assets (in
 thousands).............  $160,351  $168,272  $160,317       $129,087       $112,911
Ratios to average net
 assets:(/2/)
Net investment income...      2.57%     2.38%     2.81%          2.78%
2.94%
Expenses................      0.83%     0.80%     0.80%(/3/)     0.82%(/3/)
0.80%(/3/)
Expenses, net of
 voluntary assumption of
 expenses and/or
 expenses paid
 indirectly.............      0.81%     0.78%     0.79%          0.80%
0.79%
</TABLE>

1. Assumes a $1,000  hypothetical  initial investment on the business day before
the first day of the fiscal period, with all dividends  reinvested in additional
shares  on the  reinvestment  date,  and  redemption  at  the  net  asset  value
calculated on the last business day of the fiscal period.  Total returns reflect
changes in net  investment  income only.  Total returns are not  annualized  for
periods of less than one full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has not been grossed up to reflect the effect of expenses
paid indirectly.


<PAGE>




INFORMATION AND SERVICES

For More Information On Centennial California 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. 811-5871                    Centennial Asset Management Corporation
PR0180.001.1100
Printed on recycled paper


<PAGE>


APPENDIX TO THE PROSPECTUS OF
CENTENNIAL CALIFORNIA TAX EXEMPT TRUST

      Graphic  material  included in  Prospectus of  Centennial  California  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                         N/A
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/91                         3.91%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/92                         2.37%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/93                         1.81%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/94                         2.16%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/95                         3.31%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/96                         2.79%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/97                         2.91%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/98                         2.57%
--------------------------------------------------------------------
--------------------------------------------------------------------

12/31/99                         2.47%

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




<PAGE>


                     Centennial California 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.......2
     The Trust's Investment Policies.........................................2
     Other Investment Strategies.............................................9
     Investment Restrictions................................................14
How the Trust is Managed....................................................17
     Organization and History...............................................17
     Trustees and Officers of the Trust.....................................18
     The Manager............................................................23
Service Plan................................................................25
Performance of the Trust....................................................26


                               About Your Account

How To Buy Shares...........................................................29
How To Sell Shares..........................................................30
How To Exchange Shares......................................................31
Dividends and Taxes.........................................................33
Additional Information About the Trust......................................35


                      Financial Information About the Trust

Independent Auditors' Report................................................36
Financial Statements........................................................37


Appendix A: Securities Ratings.............................................A-1
Appendix B: Industry Classifications.......................................B-1



<PAGE>



-63-

                                       63

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
(referred  to  as  the  "Manager"),   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.



<PAGE>


      |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 one year from the date of  purchase.  The Board of  Trustees
has  recommended  that  shareholders  approve  increasing the maximum  permitted
maturity to the maximum permitted under Rule 2a-7 (or any other applicable rule)
which is currently 397 days. If that change is not approved by shareholders, the
prospectus and this Statement of Additional  Information  will be  supplemented.
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  one year  from the date of the
investment  (or if the changes are  approved by  shareholders,  the maximum time
period provided for in Rule 2a-7).


      |_| Demand  Features and  Guarantees.  Demand  features and guarantees 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
one year,  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 (or if the changes are
approved by  shareholders,  the maximum time period  provided for in Rule 2a-7).
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 this 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 segregate cash or other liquid high quality  municipal  securities 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.

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.

Loans of Portfolio Securities.  To attempt to increase its income, the Trust may
lend its portfolio  securities to qualified  borrowers (other than in repurchase
transactions).  There are risks in connection with securities lending. The Trust
might experience a delay in receiving additional collateral to secure a loan, or
a delay in  recovery  of the loaned  securities.  The Trust  presently  does not
intend to lend securities;  but if it does, these loans cannot exceed 25% of the
value of the  Trust's  total  assets.  Income  from  securities  loans  does not
constitute   exempt-interest   income  for  the  purpose  of  paying  tax-exempt
dividends.

      The Trust must receive  collateral  for a loan.  Under current  applicable
regulatory  requirements (which are subject to change), on each business day the
loan collateral must be at least equal to the value of the loaned securities. It
must consist of cash, bank letters of credit,  securities of the U.S. government
or its agencies or  instrumentalities,  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.  The terms of the letter of credit and the issuing bank
both must be satisfactory to the Trust.

      When  it  lends  securities,  the  Trust  receives  amounts  equal  to the
dividends or interest on the loaned securities.  It also receives one or more of
(a) negotiated loan fees, (b) interest on securities used as collateral, and (c)
interest on  short-term  debt  securities  purchased  with the loan  collateral.
Either  type of  interest  may be shared  with the  borrower.  The Trust may pay
reasonable  finder's,  administrative  or other  fees in  connection  with these
loans.  The terms of the  Trust's  loans must meet  applicable  tests  under the
Internal Revenue Code and must permit the Trust to reacquire  loaned  securities
on five days' notice or in time to vote on any important matter.

Special Risks of Investing Primarily in California Municipal Securities. Because
the Trust focuses its investments  primarily on California municipal securities,
the  value of its  portfolio  investments  will be  highly  sensitive  to events
affecting   the  fiscal   stability   of  the  State  of   California   and  its
municipalities,  authorities and other  instrumentalities that issue securities.
There have been a number of political  developments,  voter  initiatives,  state
constitutional amendments and legislation in California in recent years that may
affect the ability of the State  government  and  municipal  governments  to pay
interest and repay principal on the securities they have issued. In addition, in
recent years,  the State of California has derived a significant  portion of its
revenues from personal income and sales taxes. Because the amount collected from
these  taxes is  particularly  sensitive  to  economic  conditions,  the State's
revenues have been volatile.

      It is not  possible to predict the future  impact of the  legislation  and
economic considerations described below on the long-term ability of the State of
California or California municipal issuers to pay interest or repay principal on
their  obligations.  In part that is because of possible  inconsistencies in the
terms  of the  various  laws and  Propositions  and the  applicability  of other
statutes  to  these  issues.  The  budgets  of  California  counties  and  local
governments may be significantly affected by state budget decisions beyond their
control.  The information  below about these conditions is only a brief summary,
based upon  information  the Trust has drawn from  sources  that it believes are
reliable.

      o Changes to the State Constitution.  Changes to the state constitution in
recent  years have raised  general  concerns  about the ability of the State and
municipal  governments in California to obtain sufficient  revenues to pay their
bond  obligations.  In 1978,  California  voters  approved  Proposition  13,  an
amendment to the state constitution.  The Proposition added a new section to the
constitution  that limits ad valorem  taxes on real  property and  restricts the
ability of local  taxing  entities to increase  real  property  taxes.  However,
legislation  enacted after Proposition 13 provided help to California  municipal
issuers  to raise  revenue  to pay their  bond  obligations.  During  the severe
recession  California  experienced  from  1991 to 1993,  the  State  legislature
eliminated significant components of its aid to local governments. The State has
since increased aid to local  governments and reduced certain mandates for local
services.  Whether  legislation will be enacted in the future to either increase
or reduce the redistribution of State revenues to local governments,  or to make
them less  dependent on State budget  decisions,  cannot be  predicted.  Even if
legislation  increasing such  redistribution  is passed,  it cannot be predicted
whether in every instance it will provide sufficient revenue for local municipal
issuers to pay their bond obligations.

      Another  amendment  to the state  constitution  may also  have an  adverse
impact on state and municipal bond  obligations.  That  amendment  restricts the
state government from spending amounts in excess of appropriation limits imposed
on each state and local government  entity. If revenues exceed the appropriation
limit,  those  revenues  must be returned,  in the form of a revision in the tax
rates or fee schedules.

      o  Voter  Initiatives.   California  voters  have  approved  a  number  of
initiatives that affect the ability of the state and  municipalities  to finance
their bond  obligations.  In 1988,  California  voters approved  Proposition 98,
which  requires a minimum  level of funding  for public  schools  and  community
colleges.  In 1986,  voters  approved  Proposition  62,  which  had a number  of
effects. One requires that any special tax imposed by a local government must be
approved by a two-thirds vote of the electorate. In 1995, the California Supreme
Court upheld the constitutionality of that Proposition. That created uncertainty
as to the legality of certain local taxes enacted by non-charter  cities without
voter  approval.  It is not  possible  to predict  the  eventual  impact of that
decision.

      In 1996,  California  voters  approved  Proposition  218. That  initiative
applied the provisions of Proposition 62 to all government  entities,  including
cities  having  charters.  It requires  that all taxes for  general  purposes be
approved by a simple  majority of the popular  vote,  and that taxes for special
purposes must be approved by a two-thirds  majority vote.  Proposition  218 also
limits  the   authority  of  local   governments   to  impose   property-related
assessments,  fees and charges.  It requires that such assessments be limited to
the special benefit  conferred and prohibits their use for general  governmental
services.  The  Proposition  enables  voters to use their  initiative  powers to
reduce or repeal previously-authorized taxes, assessments, fees and charges.

      o Effect of other State Laws on Bond  Obligations.  Some of the tax-exempt
securities  that the Trust can invest in may be obligations  payable solely from
the revenues of a specific institution or secured by specific properties.  These
are subject to  provisions  of California  law that could  adversely  affect the
holders of such obligations. For example, the revenues of California health care
institutions may be adversely  affected by State laws, and California law limits
the  remedies  of a  creditor  secured  by a  mortgage  or deed of trust on real
property.   Debt  obligations  payable  solely  from  revenues  of  health  care
institutions  may also be  insured  by the State but no  guarantee  exists  that
adequate  reserve funds will be appropriated  by the State  legislature for such
purpose.


         o  The  Effect  of  General  Economic  Conditions  in  the  State.  The
California  economy and general  financial  condition  affect the ability of the
State and local government to raise and redistribute  revenues to assist issuers
of municipal securities to make timely payments on their obligations. California
is the most populous  state in the nation with a total  population  estimated at
33.4 million.  California has a diverse  economy,  with major  employment in the
agriculture,  manufacturing, high technology, services, trade, entertainment and
construction  sectors.  After experiencing  strong growth throughout much of the
1980s, from 1990-1993 the State suffered through a severe  recession,  the worst
since the 1930's,  heavily  influenced  by large  cutbacks in  defense/aerospace
industries, military base closures and a major drop in real estate construction.
California's economy has been performing strongly since the start of 1994.

         Certain of the State's significant industries, such as high technology,
are sensitive to economic  disruptions  in their export  markets and the State's
rate of economic  growth,  therefore,  could be  adversely  affected by any such
disruption.  A significant  downturn in U.S. stock market prices could adversely
affect  California's   economy  by  reducing  household  spending  and  business
investment,  particularly in the important high technology sector.  Moreover,  a
large and increasing  share of thee State's  General Fund revenue in the form of
income and capital  gains taxes is directly  related to, and would be  adversely
affected by a significant downturn in the performance of, the stock markets.

         In  addition,  it is  impossible  to  predict  the time,  magnitude  or
location  of a major  earthquake  or its effect on the  California  economy.  In
January  1994,  a  major  earthquake  struck  the  Los  Angeles  area,   causing
significant  damage in a four county area. The  possibility  exists that another
such earthquake could create a major  dislocation of the California  economy and
significantly affect state and local government budgets.

         The  combination  of resurging  exports,  a strong stock market,  and a
rapidly growing economy in 1999 and early 2000 resulted in unprecedented  growth
in the State's General Fund revenues during fiscal year 1999-2000.  Revenues are
estimated to have been about $71.2  billion,  which is $8.2 billion  higher than
projected  for the 1999  Budget  Act.  The  State's  Special  Fund for  Economic
Uncertainties  ("SFEU")  had a record  balance of over $7.2  billion on June 30,
2000. On that date, the Governor signed the 2000 Budget Act enacting the State's
fiscal year 2000-01 budget.  The spending plan assumes General Fund revenues and
transfers of $73.9  billion,  an increase of 3.8 percent above the estimates for
1999-2000.  The Budget Act appropriates  $78.8 billion from the General Fund, an
increase of 17.3  percent over  1999-2000,  and reflects the use of $5.5 billion
from the SFEU. The Budget Act also includes  Special Fund  expenditures of $15.6
billion, from revenues estimated at $16.5 billion, and Bond Fund expenditures of
$5.0 billion.

         In order not to place undue pressure on future budget years, about $7.0
billion of the increased  spending in 2000-01 will be for one-time  expenditures
and  investments.  The State  estimates  the SFEU will have a balance  of $1.781
billion at June 30, 2001. In addition,  the Governor held back $500 million as a
set aside for  litigation  costs.  The  Governor  vetoed just over $1 billion in
General Fund and Special Fund  appropriations  from the 2000 Budget Act in order
to  achieve  the  budget  reserve.  The  State  will  not  undertake  a  revenue
anticipation note borrowing in 2000-01.

      During the  recession  the State  experienced  reductions  in the  overall
credit ratings assigned to its General  Obligation bonds by several major rating
agencies. In July 1994, the ratings of those bonds were downgraded from Aa to A1
by  Moody's,  from A+ to A by  Standard & Poor's and from AA to A by Fitch,  the
international  rating agency. The State's improved economy and budget,  however,
have resulted in several upgrades in its general obligation bond ratings.  As of
October 6, 2000, the State's general obligation bonds were rated Aa2 by Moody's,
AA by  Standard  & Poor's,  and AA by Fitch.  It is not  presently  possible  to
determine whether, or the extent to which, Moody's S&P or Fitch will change such
ratings  in the  future.  It  should  be  noted  that  the  creditworthiness  of
obligations  issued  by  local  California  issuers  may  be  unrelated  to  the
creditworthiness  of obligations issued by the State, and there is no obligation
on the part of the State to make payment on such local  obligations in the event
of default.

      o Financial Problems of Local  Governments.  It is not possible to predict
the future impact of the voter  initiatives.  State  constitutional  amendments,
legislation or economic considerations  described above, or of such initiatives,
amendments or  legislation  that may be enacted in the future,  on the long-term
ability of California  municipal  issuers to pay interest or repay  principal on
their  obligations.  There is no assurance that any California  issuer will make
full or timely payments of principal or interest or remain solvent. For example,
in December 1994, Orange County, California, together with its pooled investment
funds, which included  investment funds from other local governments,  filed for
bankruptcy.  The County has since emerged from  bankruptcy.  Los Angeles County,
the nation" largest county,  in the recent past has also  experienced  financial
difficulty and its financial condition will continue to be affected by the large
number of County  residents who are  dependent on  government  services and by a
structural deficit in its health  department.  Moreover,  California's  improved
economy has caused Los Angeles  County,  and other  local  governments,  to come
under increased  pressure from public employee unions for improved  compensation
and retirement benefits.


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  other
securities  substantially  similar thereto, and repurchase  agreements;  and the
Trust may lend its portfolio  securities as described in its  investment  policy
stated above;

      |_| 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 Municipal Bonds or Notes secured by interests in real estate;

      |_| The Trust cannot make short sales of securities or purchase securities
on  margin,  except  for  short-term  credits  necessary  for the  clearance  of
purchases and sales of portfolio securities;

      |_| The Trust cannot  invest in or hold  securities of any issuer if those
officers and Trustees of the Trust or the Manager  individually owning 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;

      |_| The Trust cannot invest in securities  of other  investment  companies
except as they may be acquired as part of a merger, consolidation or acquisition
of assets; or

      |_| 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.


      The Board of Trustees has recommended that  shareholders  approve changing
or  eliminating  certain  fundamental  policies of the Trust.  These changes are
expected to be approved by  shareholders  at a meeting  which is scheduled to be
held on or about December 15, 2000 (or any adjournments of that meeting). 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.  The changes to  fundamental  policies  that the Board of Trustees has
recommended that shareholders approve are as follows:

|X|Eliminating the fundamental  investment  restriction that limited investments
   in securities of unseasoned issuers.  Specifically, the Board has recommended
   that  shareholders  approve  the  elimination  of the  following  fundamental
   investment restriction:

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

--------------------------------------------------------------------------
|X| Approving amendments to certain fundamental investment restrictions.

A. Amending  the  fundamental   investment  restriction  on  investing  in  debt
   securities  having a maturity  greater than one year. The Trust currently has
   two  fundamental  investment  restrictions  that limit the  maturity  on debt
   securities it can purchase to one year or less. That is more restrictive than
   is required  under Rule 2a-7.  Accordingly,  the Board is  recommending  that
   shareholders approve the following changes:




<PAGE>



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

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


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


      -------------------------------------
      Proposed
      -------------------------------------
      -------------------------------------
      As a fundamental  policy,  The Trust cannot invest in any debt  instrument
      having a maturity in excess of the time period  provided  for in Rule 2a-7
      of the Investment Company Act of 1940, or any other applicable rule, or in
      the case of a debt instrument subject to a repurchase  agreement or called
      for redemption, unless purchased subject to a demand feature which may not
      exceed the time period provided for in Rule 2a-7, or any other  applicable
      rule.
      -------------------------------------





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


B. Amending  the Trust's  concentration  policy.  The  Securities  and  Exchange
   Commission has requested that the Trust's  concentration policy be amended 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  (as  opposed  to  more  than  25%).   Accordingly,   the  Board  is
   recommending that shareholders approve the following change:

      --------------------------------------------------------------------------
A.    recommending that shareholders approve the following change:

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

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

     These proposed  changes are described in more detail in the Proxy Statement
     which was previously sent to shareholders.  If you have any questions about
     these changes, please contact the Transfer Agent at 1.800.525.9310.


      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.

     Except for the  fundamental  investment  restriction  regarding the Trust's
borrowing   policy  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 1989, 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 and shareholders  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 Cash Reserves             Oppenheimer   Senior  Floating  Rate
                                      Fund
Oppenheimer Champion Income Fund      Oppenheimer Strategic Income Fund
Oppenheimer Capital Income Fund       Oppenheimer Total Return Fund, Inc.
Oppenheimer High Yield Fund           Oppenheimer Variable Account Funds
Oppenheimer International Bond Fund   Panorama Series Fund, Inc.
Oppenheimer Integrity Funds           Centennial America Fund, L. P.
Oppenheimer  Limited-Term  Government Centennial   California  Tax  Exempt
Fund                                  Trust
Oppenheimer Main Street Funds, Inc.   Centennial Government Trust
Oppenheimer  Main Street  Opportunity
Fund                                  Centennial Money Market Trust
Oppenheimer  Main  Street  Small  Cap
Fund                                  Centennial New York Tax Exempt Trust
Oppenheimer Municipal Fund            Centennial Tax Exempt Trust
Oppenheimer Real Asset Fund

Robert G. Avis*, Trustee, Age: 69.
10369 Clayton Road, St. Louis, Missouri 63131
Director and President of A.G. Edwards Capital, Inc. (General Partner of private
equity  funds),  formerly,  until  March  2000,  Chairman,  President  and Chief
Executive  Officer of A.G. Edwards Capital,  Inc.;  formerly,  until March 1999,
Vice Chairman and Director of A.G.  Edwards and Vice Chairman of A.G.  Edwards &
Sons, Inc. (its brokerage  company  subsidiary);  until March 1999,  Chairman of
A.G.  Edwards Trust Company and A.G.E.  Asset Management  (investment  advisor);
until  March  2000,  a Director of A.G.  Edwards & Sons and A.G.  Edwards  Trust
Company.

George C. Bowen, Trustee, Age: 64.
9224 Bauer Court, Lone Tree, Colorado 80124
Formerly (until April 1999) Mr. Bowen held the following positions:  Senior Vice
President   (since   September  1987)  and  Treasurer   (since  March  1985)  of
OppenheimerFunds,  Inc. of which the Manager is a wholly-owned subsidiary;  Vice
President   (since   June   1983)   and   Treasurer   (since   March   1985)  of
OppenheimerFunds,  Distributor, Inc., a subsidiary of OppenheimerFunds, Inc. and
the  Trust's  Sub-Distributor;  Senior Vice  President  (since  February  1992),
Treasurer  (since July 1991) Assistant  Secretary and a director (since December
1991) of Centennial  Asset  Management  Corp.,  the Trust's  Manager and general
distributor;  Vice  President  (since  October 1989) and Treasurer  (since April
1986)  of  HarbourView  Asset  Management  Corporation,  an  investment  advisor
subsidiary of  OppenheimerFunds,  Inc.;  President,  Treasurer and a director of
Centennial  Capital  Corporation (since June 1989), Vice President and Treasurer
(since August 1978) and Secretary  (since April 1981) of  Shareholder  Services,
Inc., the Trust's  Transfer Agent;  Vice  President,  Treasurer and Secretary of
Shareholder  Financial Services,  Inc. (since November 1989) ), a transfer agent
subsidiary  of   OppenheimerFunds,   Inc;  Assistant  Treasurer  of  Oppenheimer
Acquisition Corp., OppenheimerFunds,  Inc.'s parent holding company (since March
1998);  Treasurer of Oppenheimer  Partnership  Holdings,  Inc.  (since  November
1989), a holding company  subsidiary of  OppenheimerFunds,  Inc.; Vice President
and Treasurer of Oppenheimer  Real Asset  Management,  Inc. (since July 1996) an
investment  advisor   subsidiary  of   OppenheimerFunds,   Inc.;   Treasurer  of
OppenheimerFunds  International Ltd. and Oppenheimer Millennium Funds plc (since
October 1997), offshore fund management subsidiaries of OppenheimerFunds, Inc.

Jon S. Fossel, Trustee, Age: 58.
P.O. Box 44, Mead Street, Waccabuc, New York 10597
Formerly (until October 1990) Chairman and a director of OppenheimerFunds, Inc.;
President and a director of Oppenheimer Acquisition Corp., Shareholder Services,
Inc. and Shareholder Financial Services, Inc.

Sam Freedman, Trustee, Age: 60.
4975 Lakeshore Drive, Littleton, Colorado 80123
Formerly  (until  October  1994)  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: 71.
44 Portland Drive, St. Louis, Missouri 63131
Formerly  a  director  of Wave  Technologies  International,  Inc.  (a  computer
products training company), self-employed consultant (securities matters).

C. Howard Kast, Trustee, Age: 78.
2552 East Alameda, Denver, Colorado 80209

Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).


Robert M. Kirchner, Trustee, Age: 79.
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).

Bridget A. Macaskill*, President and Trustee, Age: 52.
Two World Trade Center, New York, New York 10048-0203
Chairman (since August 2000), Chief Executive Officer (since September 1995) and
a director (since December 1994) of  OppenheimerFunds,  Inc.;  President  (since
September 1995) and a director  (since October 1990) of Oppenheimer  Acquisition
Corp.;  President,  Chief Executive Officer and a director (since March 2000) of
OFI  Private   Investments,   Inc.,   an   investment   advisor   subsidiary  of
OppenheimerFunds,  Inc.; Chairman and a director of Shareholder  Services,  Inc.
(since August 1994) and Shareholder  Financial  Services,  Inc. (since September
1995);  President (since September 1995) and a director (since November 1989) of
Oppenheimer  Partnership Holdings,  Inc; President and a director (since October
1997) of OppenheimerFunds International Ltd. and of Oppenheimer Millennium Funds
plc; a director of HarbourView  Asset Management  Corporation  (since July 1991)
and of Oppenheimer  Real Asset  Management,  Inc.  (since July 1996); a director
(since  April 2000) of  OppenheimerFunds  Legacy  Program,  a  charitable  trust
program  established  by  OppenheimerFunds,   Inc.;  a  director  of  Prudential
Corporation plc (a U.K. financial service


1 Ms.  Macaskill  and  Mr.  Bowen  are not  Trustees  or  Directors  of
Oppenheimer  Integrity  Funds,  Oppenheimer  Strategic  Income Fund, or Panorama
Series Fund,  Inc. Mr. Fossel and Mr. Bowen are not Trustees of  Centennial  New
York Tax Exempt Trust or Managing General  Partners of Centennial  America Fund,
L.P.

Andrew J. Donohue, Vice-President and Secretary, Age: 50.
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 OppenheimerFunds, Inc.; Executive
Vice President  (since  September  1993) and a director  (since January 1992) of
OppenheimerFunds  Distributor,  Inc.; Executive Vice President,  General Counsel
and  a  director  (since   September  1995)  of  HarbourView   Asset  Management
Corporation,  Shareholder Services,  Inc., Shareholder Financial Services,  Inc.
and Oppenheimer  Partnership  Holdings,  Inc., of OFI Private Investments,  Inc.
(since March 2000), and of PIMCO Trust Company (since May 2000); President and a
director of the Manager;  (since  September 1995) and of Oppenheimer  Real Asset
Management,  Inc.  (since  July  1996);  Vice  President  and a director  (since
September  1997)  of   OppenheimerFunds   International   Ltd.  and  Oppenheimer
Millennium Funds plc; a director (since April 2000) of  OppenheimerFunds  Legacy
Program;  General  Counsel (since May 1996) and Secretary  (since April 1997) of
Oppenheimer Acquisition Corp.; an officer of other Oppenheimer funds.

Brian W. Wixted, Treasurer, Age: 41.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice  President  and  Treasurer  (since March 1999) of  OppenheimerFunds,
Inc.; Treasurer (since March 1999) of HarbourView Asset Management  Corporation,
Shareholder  Services,  Inc.,  Oppenheimer  Real Asset  Management  Corporation,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings, Inc.,
of OFI Private  Investments,  Inc.  (since  March 2000) and of  OppenheimerFunds
International  Ltd.  and  Oppenheimer  Millennium  Funds plc  (since  May 2000);
Treasurer and Chief  Financial  Officer (since May 2000) of PIMCO Trust Company;
Assistant  Treasurer (since March 1999) of Oppenheimer  Acquisition Corp. and of
the Manager; an officer of other Oppenheimer funds; 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).

Robert G. Zack, Assistant Secretary, Age: 52.
Two World Trade Center, New York, New York 10048-0203
Senior Vice President (since May 1985) and Associate  General Counsel (since May
1981) of OppenheimerFunds,  Inc.;  Assistant Secretary of Shareholder  Services,
Inc.  (since May 1985),  Shareholder  Financial  Services,  Inc. (since November
1989); OppenheimerFunds  International Ltd. and Oppenheimer Millennium Funds plc
(since October 1997); an officer of other Oppenheimer funds.

Robert J. Bishop, Assistant Treasurer, Age: 41.
Vice President of  OppenheimerFunds,  Inc. (since May 1996); an officer of other
Oppenheimer funds;  formerly an Assistant Vice President (April 1994 - May 1996)
and a Fund Controller of OppenheimerFunds, Inc.

Scott T. Farrar, Assistant Treasurer, Age: 35.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of OppenheimerFunds,  Inc. (since May 1996);  Assistant Treasurer
of Oppenheimer  Millennium  Funds plc (since October 1997);  an officer of other
Oppenheimer funds;  formerly an Assistant Vice President (April 1994 - May 1996)
and a Fund Controller of OppenheimerFunds, Inc.


o 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.


<PAGE>





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

                               Aggregate         Total Compensation
  Trustee's Name               Compensation      from all Denver-Based
  And Other Positions          from Trust1       Oppenheimer Funds2

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


  Robert G. Avis               $277              $67,998


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


       William A. Baker4       $277              $67,998


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


  George C. Bowen              $154              $23,879


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


         Jon S. Fossel         $285              $66,586
  Review Committee Member3


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


          Sam Freedman         $302              $73,998
  Chairman Review Committee


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


     Raymond J. Kalinowski     $294              $73,248
  Audit Committee Member


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


  C. Howard Kast               $327              $78,873
  Chairman Audit Committee and
  Review Committee Member


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


  Robert M. Kirchner           $286              $69,248
  Audit Committee Member3


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


  Ned M. Steel4                $277              $67,998


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

1.    For the Trust's fiscal year ended 6/30/00
2.    For the 1999 calendar year.
3.    Committee positions held during a portion of the period shown.
4.    Effective July 1, 2000, Messrs.  Baker and Steel resigned as Trustees of
     the

      Trust.

      o 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 October 10, 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  155,723,500.670
shares of the Trust  which was 98.5% 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 manager 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 Corporation
  ending 6/30
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

      1998                                  $801,264

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

      1999                                  $841,379

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

      2000                                  $802,750

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


      The Manager has undertaken  that the total  expenses of the Trust,  in any
fiscal year of the Trust,  exclusive of taxes,  interest,  brokerage commissions
(if any) and  non-recurring  expenses,  including  litigation,  shall not exceed
0.80% of the  average  annual  net  assets  of the  Trust.  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 vary the amount of
expenses  assumed or eliminate the  assumption of expenses  altogether.  For the
fiscal  years  ended  June 30,  1998,  June 30,  1999,  and June 30,  2000,  the
management  fees  payable by the Trust would have been  $801,264,  $841,379  and
$802,750, respectively without the Manager's voluntary expense assumption. Those
amounts do not  reflect  the  effect of the  expense  assumptions  of $2,862 and
$16,867 for the periods ended June 30, 1998 and June 30, 1999, respectively. For
the fiscal year ended June 30, 2000, the Trust's Total Annual Operating Expenses
were reduced by indirect expenses of $21,302.  Following the Trust's fiscal year
ended June 30, 2000, the Manager reimbursed the Trust $23,869.


    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.  For other distribution expenses paid by the
Trust, see the section entitled "Service Plan" below.


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.

2. In  accordance  with  Rule  12b-1 of the  Investment  Company  Act,  the term
"Independent  Trustees" in this  Statement of Additional  Information  refers to
those  Trustees  who are not  "interested  persons"  of the Fund (or its  parent
corporation)  and who do not have any direct or indirect  financial  interest in
the operation of any agreement under the plan.

      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.  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
$320,466, all of which was paid by the Distributor to recipients.  That included
$96 paid to an affiliate of the  Distributor's  parent  company.  For the fiscal
year ended June 30, 2000, the Manager paid, in the  aggregate,  $476,267 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.

      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 6.10%. Its  tax-equivalent  compounded
effective  yield for the same  period was 6.21% for an  investor  in the highest
federal tax bracket.

The  tax-equivalent  yield  may be used to  compare  the tax  effects  of income
derived  from the Fund with income  from  taxable  investments  at the tax rates
stated.  Your tax bracket is determined by your federal and state taxable income
(the net amount  subject to federal and state  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.  For  taxpayers  with income
above certain levels,  otherwise allowable itemized deductions are limited.  The
Trust's tax  equivalent  yield for the  highest  tax  bracket for the  seven-day
period ended June 30, 2000 was 6.10%. Its  tax-equivalent  compounded  effective
yield for the same period was 6.21% for an investor in the highest tax  bracket.


      o 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 6/30/00)
 (7 days ended   Effective Yield
    6/30/00)      (7 days ended
                    6/30/00)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                     1-Year          5 Years      Life of Trust

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


     3.34%            3.40%           2.63%           2.74%           2.82%

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

      |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  Monitor(TM))
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 Bond Fund                   Oppenheimer Limited-Term Government Fund
                                        Oppenheimer   Main   Street   California
Oppenheimer California Municipal Fund     Municipal Fund
                                        Oppenheimer  Main Street Growth & Income
Oppenheimer Capital Appreciation Fund     Fund
Oppenheimer  Capital  Preservation Fund Oppenheimer Main Street Opportunity Fund
Oppenheimer   Capital  Income  Fund  Oppenheimer  Main  Street  Small  Cap  Fund
Oppenheimer Champion Income Fund Oppenheimer MidCap Fund Oppenheimer Convertible
Securities Fund  Oppenheimer  Multiple  Strategies Fund  Oppenheimer  Developing
Markets Fund Oppenheimer Municipal Bond Fund Oppenheimer  Disciplined Allocation
Fund  Oppenheimer  New York Municipal Fund  Oppenheimer  Disciplined  Value Fund
Oppenheimer New Jersey  Municipal Fund  Oppenheimer  Discovery Fund  Oppenheimer
Pennsylvania  Municipal Fund Oppenheimer Emerging  Technologies Fund Oppenheimer
Quest Balanced Value Fund
                                        Oppenheimer  Quest  Capital  Value Fund,
Oppenheimer Enterprise Fund               Inc.

                                        Oppenheimer  Quest  Global  Value  Fund,
Oppenheimer  Europe Fund Inc.  Oppenheimer  Florida  Municipal Fund  Oppenheimer
Quest Opportunity Value Fund Oppenheimer Global Fund Oppenheimer Quest Small Cap
Fund Oppenheimer  Global Growth & Income Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer Gold & Special Minerals Fund Oppenheimer Real Asset Fund Oppenheimer
Growth Fund  Oppenheimer  Senior Floating Rate Fund  Oppenheimer High Yield Fund
Oppenheimer Strategic Income Fund Oppenheimer Insured Municipal Fund Oppenheimer
Total Return Fund,  Inc.  Oppenheimer  Intermediate  Municipal Fund  Oppenheimer
Trinity Core Fund Oppenheimer International Bond Fund Oppenheimer Trinity Growth
Fund  Oppenheimer  International  Growth  Fund  Oppenheimer  Trinity  Value Fund
Oppenheimer  International  Small Company Fund Oppenheimer U.S. Government Trust
Oppenheimer  Large Cap Growth Fund Oppenheimer  World Bond Fund Limited-Term New
York Municipal Fund Rochesrer Fund Municipals

and the following money market funds:

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



      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.  The Trust will only be  eligible  to pay  exempt-interest
dividends  if at the end of each  calendar  quarter  at least 50  percent of the
value of the Trust's total assets consists of such municipal securities.


      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  California
corporate income and franchise taxes. It will also be qualified under California
law to pay  exempt  interest  dividends  that  will be  exempt  from  California
personal  income  tax.  That  exemption  applies to the extent  that the Trust's
distributions  are attributable to interest on California  municipal  securities
and qualifying  obligations of the United States government,  if at least 50% of
the Trust's assets are invested in such obligations at the close of each quarter
in its tax year.  Distributions  from the  Trust  attributable  to  income  from
sources  other  than  California   municipal   securities  and  U.S.  government
obligations  will  generally  be subject to  California  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  income  in
determining  California  corporate  franchise  tax or income  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 California
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>





Independent Auditors' Report

Centennial California Tax-Exempt Trust

To the Board of Trustees and
Shareholders of Centennial California
Tax-Exempt
Trust:

We have  audited  the  accompanying  statement  of  assets  and  liabilities  of
Centennial California Tax-Exempt Trust,  including the statement of investments,
as of June 30, 2000, and the related  statements of operations for the year then
ended,  the statements of changes in net assets for each of the two years in the
period then ended,  and the financial  highlights  for each of the five years in
the period then ended. These financial  statements and financial  highlights are
the responsibility of the Trust'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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance about whether the finan- cial
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 June 30, 2000, by  correspondence  with the custodian and
brokers;  where  replies  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 Cen-
tennial California  Tax-Exempt Trust as of June 30, 2000, the results of its op-
erations for the year then ended,  the changes in its net assets for each of the
two years in the period then ended, and the financial highlights for each of the
five years in the period then ended, in conformity with accounting  princi- ples
generally accepted in the United States of America.

Deloitte & Touche LLP

Denver, Colorado
July 24, 2000



<PAGE>

Statement of Investments June 30, 2000

Centennial California Tax-Exempt Trust

<TABLE>
<CAPTION>

Principal     Value

Amount    See Note 1

----------- -----------
<S>
<C>         <C>
Short-Term Tax-Exempt Obligations--97.6%
California--95.1%
 Anaheim, CA HAU MH RRB, Park Vista
Apts., Series A,

4.45%(/1/)...........................................
$ 1,000,000 $ 1,000,000
 CA Capital Improvements PFAU RB, Series
A35-Reg D,

4.75%(/1/)...........................................
7,100,000   7,100,000
 CA GOB,
4.32%(/1/)....................................
5,000,000   5,000,000
 CA HF FAU RB, Series 152, FSA Insured,
4.37%(/1/).....   4,500,000   4,500,000
 CA PCFAU RB, Chevron USA, Inc. Project,
4.15%,

5/15/01(/2/).........................................
2,500,000   2,500,000
 CA PCFAU RB, Southern California Edison
Co. Project,
  Series C, 3.80%,
10/2/00(/2/)........................
6,400,000   6,400,000
 CA PWBL RB, Regents of the University
of California,
  Series A, 7%,
9/1/00.................................
2,000,000   2,049,503
 CA School Cash Reserve Program
Authority RB, Series A,
  4%,
7/3/00...........................................
13,500,000  13,500,387
 CA Statewide CDC IDV RB, Propak California Corp.,
  Series B,
4.65%(/1/).................................
635,000     635,000
 CA Statewide CDC RB, Fibrebond, Inc.,
4.65%(/1/)......   1,175,000   1,175,000
 CA University Board of Regents RB,
3.85%, 8/1/00......   7,445,000
7,445,000
 Castic Lake Water Agency, CA COP, WS
Improvement
  Project, MBIA Insured, 7.125%,
8/1/00................   7,000,000
7,160,214
 Freemont, CA MH RB, Treetops Apts.,
Series A,

4.35%(/1/)...........................................
4,000,000   4,000,000
 Long Beach, CA Harbor RB, MBIA Insured,
9%, 5/15/01...   6,180,000   6,433,716
 Los Angeles Cnty., CA MTAU Sales Tax
RB, AMBAC
  Insured, Series SG54,
4.42%(/1/).....................
1,000,000   1,000,000
 Los Angeles, CA Airport RB, Series
SG61, 4.47%(/1/)...   6,000,000
6,000,000
 Los Angeles, CA USD RB, ABN AMRO
Munitops Certificates
  Trust, Series 1999-7, MBIA Insured,
4.47%(/1/)(/3/)..   7,000,000   7,000,000
 Los Angeles, CA Wastewater System RB,
ABN AMRO
  Munitops Certificates Trust, Series
1998-25,

4.47%(/1/)...........................................
2,000,000   2,000,000
 Los Angeles, CA Wastewater System RB,
4.05%,

8/10/00(/2/).........................................
4,500,000   4,500,000
 Modesto, CA Irrigation District FAU RB,
Series SG66,

4.42%(/1/)...........................................
5,500,000   5,500,000
 Oakland/Alameda Cntys., CA Coliseum
Authority Lease
  RRB, Coliseum Project, Series C-1,
4.40%(/1/)........   6,400,000
6,400,000
 Oceanside, CA MH RRB, Lakeridge Apts.
Project,

5.05%(/1/)...........................................
7,000,000   7,000,143
 Orange Cnty., CA Sanitation District
COP, Series C,
  FGIC Insured,
4%(/1/)................................
1,000,000   1,000,000
 Paramount City, CA HAU MH RRB, Century
Place Apts.
  Project, Series A,
4.50%(/1/)........................
7,000,000   7,000,000
 Pittsburg, CA Mtg. Obligation RRB,
Series A,

4.70%(/1/)...........................................
7,000,000   7,000,028
 Sacramento Cnty., CA HAU MH RB,
Shadowood Apts.
  Project, Issue A,
4.70%(/1/).........................
4,000,000   4,000,000
 Sacramento, CA MUD RB, MBIA Insured,
7%, 7/1/00(/2/)..   4,000,000   4,080,000
 San Diego Cnty., CA Airport RB, 4%,
7/26/00...........   3,290,000
3,290,000
 San Diego Cnty., CA Airport RB, 4.25%,
7/26/00........   2,000,000   2,000,000
 San Diego, CA ABN AMRO Munitops
Certificates, Series
  1998-10, FGIC Insured,
4.47%(/1/)(/3/)...............
7,000,000   7,000,000
</TABLE>


3
<PAGE>

Statement of Investments June 30, 2000
(Continued)

Centennial California Tax-Exempt Trust

<TABLE>
<CAPTION>

Principal      Value

Amount      See Note 1

-----------  ------------
<S>
<C>          <C>
Short-Term Tax-Exempt Obligations
(Continued)
California (Continued)
 San Francisco, CA Bay Area Transit FAU
RB, 3.75%,

10/2/00(/2/).......................................
$ 6,500,000  $  6,500,000
 San Francisco, CA City & Cnty.
International Airport
  RB, Series 88,
4.42%(/1/)..........................
1,700,000     1,700,000
 Stanislaus, CA Waste-to-Energy FAU SWD
Facility RRB,
  Ogden Martin System Project, MBIA
Insured,

4.35%(/1/).........................................
2,500,000     2,500,000

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

154,368,991
U.S. Possessions--2.5%
 PR CMWLTH GOB,
4.42%(/1/)...........................
1,400,000     1,400,000
 VI PFAU RRB, Prerefunded, Series A,
7.30%, 10/1/00..   2,510,000
2,555,356

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

3,955,356

------------
Total Investments, at
Value..........................
97.6%  158,324,347

------------
Other Assets Net of
Liabilities......................
2.4     3,936,158

-----------  ------------
Net
Assets...........................................
100.0% $162,260,505

===========  ============
</TABLE>

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

CDC--Community Development Corp.
MUD--Municipal Utility District

PCFAU--Pollution Control Finance
CMWLTH--Commonwealth
Authority

PFAU--Public Finance Authority
COP--Certificates of Participation

PWBL--Public Works Board Lease
FAU--Finance Authority

RB--Revenue Bonds  GOB--General  Obligation Bonds  RRB--Revenue  Refunding Bonds
HAU--Housing   Authority   SWD--Solid  Waste  Disposal   HF--Health   Facilities
USD--Unified  School  District  IDV--Industrial   Development  WS--Water  System
MH--Multifamily Housing MTAU--Metropolitan Transportation Authority

1.  Floating or variable  rate  obligation  maturing in more than one year.  The
interest  rate,  which is based on  specific,  or an index of,  market  interest
rates, is subject to change  periodically  and is the effective rate on June 30,
2000. This  instrument may also have a demand feature which allows,  on up to 30
days' notice,  the recovery of principal at any time, or at specified  intervals
not exceeding one year.

2. Put obligation redeemable at full
face value on the date reported.

3.  Represents  a  security  sold  under  Rule  144A,   which  are  exempt  from
registration under the Securities Act of 1933, as amended. These securities have
been  determined  to be  liquid  under  guidelines  established  by the Board of
Trustees.  These  securities  amount to  $14,000,000 or 8.63% of the Trust's net
assets as of June 30, 2000.

See accompanying Notes to Financial
Statements.

4
<PAGE>

Statement of Assets and Liabilities June
30, 2000

Centennial California Tax-Exempt Trust

<TABLE>
<S>
<C>
ASSETS
Investments, at value--see accompanying
statement............... $158,324,347
Cash............................................................
820,349
Receivables and other assets:
 Shares of beneficial interest
sold.............................
3,902,848

Interest.......................................................
1,916,204

Other..........................................................
29,609

------------
  Total
assets..................................................
164,993,357

------------
LIABILITIES Payables and other liabilities:
 Shares of beneficial interest
redeemed.........................
2,371,851

Dividends......................................................
210,101
 Service plan
fees..............................................
81,090
 Transfer and shareholder servicing
agent fees..................       16,234
 Trustees'
compensation.........................................
1,295

Other..........................................................
52,281

------------
  Total
liabilities.............................................
2,732,852

------------
NET
ASSETS......................................................
$162,260,505

============
COMPOSITION OF NET ASSETS
Paid-in
capital.................................................
$162,303,138
Accumulated net realized loss on
investment transactions........
(42,633)

------------
NET ASSETS--applicable to 162,303,138
shares of beneficial
 interest
outstanding...........................................
$162,260,505

============
NET ASSET VALUE, REDEMPTION PRICE PER
SHARE AND OFFERING PRICE
 PER
SHARE......................................................
$1.00

=====
</TABLE>

See accompanying Notes to Financial
Statements.


5
<PAGE>

Statement of Operations For the Year
Ended June 30, 2000

Centennial California Tax-Exempt Trust
<TABLE>
<S>
<C>
INVESTMENT INCOME
Interest............................................................
$5,427,932

----------
EXPENSES
Management
fees.....................................................
802,750
Service plan
fees...................................................
320,466
Transfer and shareholder servicing agent
fees.......................     79,351
Shareholder
reports.................................................
49,240
Custodian fees and
expenses.........................................
38,089
Trustees'
compensation..............................................
2,479
Other...............................................................
35,607

----------
  Total
expenses....................................................
1,327,982
   Less expenses paid
indirectly....................................
(21,302)

----------
  Net
expenses......................................................
1,306,680

----------
NET INVESTMENT
INCOME...............................................
4,121,252

----------
NET REALIZED LOSS ON
INVESTMENTS....................................
(10,121)

----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................
$4,111,131

==========
</TABLE>

Statements of Changes in Net Assets

<TABLE>
<CAPTION>

Year Ended June 30,

2000          1999

------------  ------------
<S>
<C>           <C>
OPERATIONS
Net investment
income............................. $
4,121,252  $  4,010,707
Net realized
loss.................................
(10,121)       (9,637)

------------  ------------
Net increase in net assets resulting from

operations.......................................
4,111,131     4,001,070

------------  ------------
DIVIDENDS AND/OR DISTRIBUTIONS TO
SHAREHOLDERS....   (4,121,252)
(4,010,707)

------------  ------------
BENEFICIAL INTEREST TRANSACTIONS
Net increase in net assets resulting from
 beneficial interest
transactions.................
6,431,149        17,181

------------  ------------
NET ASSETS
Total
increase....................................
6,421,028         7,544
Beginning of
period...............................
155,839,477   155,831,933

------------  ------------
End of
period.....................................
$162,260,505  $155,839,477

============  ============
</TABLE>

See accompanying Notes to Financial
Statements.

6
<PAGE>

Financial Highlights

Centennial California Tax-Exempt Trust

<TABLE>
<CAPTION>

Year Ended June 30,
                            2000
1999      1998           1997
1996
                          --------
--------  --------       --------
--------
<S>                       <C>
<C>       <C>            <C>
<C>
PER SHARE OPERATING DATA
Net asset value,
 beginning of period....     $1.00
$1.00     $1.00          $1.00
$1.00
Income from investment
 operations--net
 investment income and
 net realized gain......       .03
 .02       .03            .03
 .03
Dividends and/or
 distributions to
 shareholders...........      (.03)
(.02)     (.03)          (.03)
(.03)
                          --------
--------  --------       --------
--------
Net asset value, end of
 period.................     $1.00
$1.00     $1.00          $1.00
$1.00
                          ========
========  ========       ========
========
TOTAL RETURN(/1/).......      2.63%
2.41%     2.86%          2.81%
2.97%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
 period (in thousands)..  $162,261
$155,839  $155,832       $131,939
$118,838
Average net assets (in
 thousands).............  $160,351
$168,272  $160,317       $129,087
$112,911
Ratios to average net
 assets:(/2/)
Net investment income...      2.57%
2.38%     2.81%          2.78%
2.94%
Expenses................      0.83%
0.80%     0.80%(/3/)     0.82%(/3/)
0.80%(/3/)
Expenses, net of
 voluntary assumption of
 expenses and/or
 expenses paid
 indirectly.............      0.81%
0.78%     0.79%          0.80%
0.79%
</TABLE>

1. Assumes a $1,000  hypothetical  initial investment on the business day before
the first day of the fiscal period, with all dividends  reinvested in additional
shares  on the  reinvestment  date,  and  redemption  at  the  net  asset  value
calculated on the last business day of the fiscal period.  Total returns reflect
changes in net  investment  income only.  Total returns are not  annualized  for
periods of less than one full year.
2. Annualized for periods of less than
one full year.
3. Expense ratio has not been grossed up
to reflect the effect of expenses
paid indirectly.

See accompanying Notes to Financial
Statements.


7
<PAGE>

Notes to Financial Statements

Centennial California Tax-Exempt Trust

1. Significant Accounting Policies

Centennial  California  Tax-Exempt  Trust (the  Trust) is  registered  under the
Investment Company Act of 1940, as amended, as an open-end management investment
company.  The  Trust's  investment  objective  is to seek  the  maximum  current
interest  income exempt from federal and  California  personal  income taxes for
individual  investors as is consistent  with the  preservation  of capital.  The
Trust's  investment  advisor is Centennial  Asset  Management  Corporation  (the
Manager),  a subsidiary  of  OppenheimerFunds,  Inc.  (OFI).  The following is a
summary of significant accounting policies consistently followed by the Trust.

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

Non-Diversification  Risk. The Trust is "non-diversified"  and can invest in the
securities of a single issuer. To the extent the Trust invests a relatively high
percentage  of its  assets in the  obligations  of a single  issuer or a limited
number of  issuers,  the Trust is  subject to  additional  risk of loss if those
obligations  lose market  value or the  borrower or issuer of those  obligations
defaults.

Federal  Taxes.  The Trust intends to continue to comply with  provisions of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute  all of its taxable  income to  shareholders.  Therefore,  no federal
income or excise tax provision is required.  As of June 30, 2000,  the Trust had
available for federal  income tax purposes,  an unused capital loss carryover as
follows:

<TABLE>
<CAPTION>
   Expiring
   --------
   <S>        <C>
   2006       $ 3,041
   2007        20,533
   2008        10,414
</TABLE>

Dividends and  Distributions  to  Shareholders.  Dividends and  distributions to
shareholders,  which are determined in accordance  with income tax  regulations,
are recorded on the ex-dividend date.

Expense Offset Arrangements. Expenses
paid indirectly represent a reduction of
custodian fees for earnings on cash
balances maintained by the Trust.

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

There are certain  risks  arising from  geographic  concentration  in any state.
Certain  revenue  or tax  related  event in a state may  impair  the  ability of
certain  issuers of municipal  securities to pay principal and interest on their
obligations.

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

8
<PAGE>

Notes to Financial Statements (Continued)

Centennial California Tax-Exempt Trust


2. Shares of Beneficial Interest

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

<TABLE>
<CAPTION>
                          Year Ended
June 30, 2000     Year Ended June 30,
1999

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

Shares        Amount
Shares        Amount
                         ------------
-------------  ------------
-------------
<S>                      <C>
<C>            <C>           <C>
Sold....................  568,522,086  $
568,522,086   545,122,539  $ 545,122,539
Dividends and/or
 distributions
 reinvested.............
3,943,530      3,943,530
3,938,512      3,938,512
Redeemed................ (566,034,467)
(566,034,467) (549,043,870)
(549,043,870)
                         ------------
-------------  ------------
-------------
Net increase............    6,431,149
$   6,431,149        17,181  $
17,181
                         ============
=============  ============
=============
</TABLE>

3. Fees and Other Transactions with
Affiliates

Management Fees. Management fees paid to the Manager were in accordance with the
investment  advisory  agreement with the Trust which provides for a fee of 0.50%
of the first $250  million of the Trust's  net  assets,  0.475% of the next $250
million,  0.45% of the next $250  million,  0.425% of the next $250  million and
0.40% of net  assets  in excess  of $1  billion.  The  Manager  has  voluntarily
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 Manager  reserves the right
to  amend  or  terminate  that  expense  assumption  at any  time.  The  Trust's
management  fee for the year  ended June 30,  2000,  was an  annualized  rate of
0.50%, before any waiver by the Manager if applicable.

Transfer Agent Fees. Shareholder
Services, Inc. (SSI) acts as the
transfer and
shareholder servicing agent for the
Trust and for other registered investment
companies on an "at-cost" basis.

Service Plan Fees.  Under an approved  service plan,  the Trust may expend up to
0.20% of its average  annual net assets  annually to reimburse  the Manager,  as
distributor,  for costs  incurred in  connection  with the personal  service and
maintenance of accounts that hold shares of the Trust, including amounts paid to
brokers, dealers, banks and other financial institutions.


9
<PAGE>



               Appendix A

   MUNICIPAL BOND RATINGS DEFINITIONS

Below are summaries of the rating definitions used by the  nationally-recognized
rating agencies listed below for municipal  securities.  Those ratings represent
the opinion of the agency as to the credit quality of issues that they rate. The
summaries below are based upon  publicly-available  information  provided by the
rating organizations.


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


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


                C-1A-6

         Long-Term Bond Ratings

Aaa:  Bonds  rated  "Aaa" are  judged  to be the best  quality.  They  carry the
smallest degree of investment risk.  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,  the changes that can be expected are
most unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds rated "Aa" are 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 with Aaa securities or fluctuation of protective elements
may be of greater  amplitude or there may be other  elements  present which make
the long-term risk appear somewhat larger than the of "Aaa" securities.

A: Bonds rated "A" possess many  favorable  investment  attributes and are to be
considered  as  upper-medium-grade  obligations.   Factors  giving  security  to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

Baa: Bonds rated "Baa" are considered  medium-grade  obligations;  that is, they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such bonds lack  outstanding  investment  characteristics  and have  speculative
characteristics as well.

Ba:  Bonds  rated "Ba" are judged to have  speculative  elements.  Their  future
cannot  be  considered  well-assured.  Often  the  protection  of  interest  and
principal  payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterizes
bonds in this class.

B: Bonds rated "B" generally lack  characteristics of the desirable  investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small.

Caa:  Bonds rated "Caa" are of poor  standing.  Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Ca:  Bonds rated "Ca"  represent  obligations  which are  speculative  in a high
degree. Such issues are often in default or have other marked shortcomings.

C: Bonds  rated "C" are the lowest  class of rated  bonds and can be regarded as
having extremely poor prospects of ever attaining any real investment standing.

Con. (...):  Bonds for which the security  depends on the completion of some act
or the  fulfillment of some condition are rated  conditionally.  These bonds are
secured by (a) earnings of projects under construction, (b) earnings of projects
unseasoned in operating  experience,  (c) rentals that begin when facilities are
completed,  or (d) payments to which some other limiting condition attaches. The
parenthetical   rating  denotes  probable  credit  stature  upon  completion  of
construction  or  elimination  of the basis of the  condition.  Moody's  applies
numerical modifiers 1, 2, and 3 in each generic rating  classification from "Aa"
through  "Caa." The  modifier "1"  indicates  that the  obligation  ranks in the
higher  end of its  generic  rating  category;  the  modifier  "2"  indicates  a
mid-range ranking;  and the modifier "3" indicates a ranking in the lower end of
that  generic  rating  category.  Advanced  refunded  issues that are secured by
certain assets are identified with a # symbol.

  Short-Term Ratings - U.S. Tax-Exempt
               Municipals

There are three ratings for short-term  obligations  that are investment  grade.
Short-term speculative obligations are designated "SG." For variable rate demand
obligations,  a  two-component  rating  is  assigned.  The first  (MIG)  element
represents  an  evaluation  by  Moody's of the  degree of risk  associated  with
scheduled principal and interest payments.  The second element (VMIG) represents
an evaluation of the degree of risk associated with the demand feature.

MIG 1/VMIG 1: Denotes superior credit quality.  Excellent protection is afforded
by established  cash flows,  highly reliable  liquidity  support or demonstrated
broad-based access to the market for refinancing..

MIG 2/VMIG 2: Denotes  strong credit  quality.  Margins of protection  are ample
although not as large as in the preceding group.

MIG  3/VMIG 3:  Denotes  acceptable  credit  quality.  Liquidity  and  cash-flow
protection may be narrow, and market access for refinancing is likely to be less
well established.

SG:  Denotes   speculative-grade   credit
quality.   Debt   instruments   in   this
category may lack margins of protection.



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

    Standard & Poor's Rating Services

        Long-Term Credit Ratings

AAA:  Bonds rated "AAA" have the highest  rating  assigned by Standard & Poor's.
The  obligor's  capacity to meet its financial  commitment on the  obligation is
extremely strong.

AA:  Bonds rated "AA" differ from the highest  rated  obligations  only in small
degree.  The  obligor's  capacity  to  meet  its  financial  commitment  on  the
obligation is very strong.

A: Bonds rated "A" are  somewhat  more  susceptible  to the  adverse  effects of
changes  in   circumstances   and  economic   conditions  than   obligations  in
higher-rated  categories.  However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB: Bonds rated "BBB" exhibit adequate protection parameters.  However, adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened  capacity  of the  obligor  to meet  its  financial  commitment  on the
obligation.

BB, B, CCC, CC, and C
Bonds rated "BB",  "B", "CCC",  "CC" and "C" are regarded as having  significant
speculative characteristics.  "BB" indicates the least degree of speculation and
"C" the  highest.  While such  obligations  will  likely  have some  quality and
protective  characteristics,  these may be outweighed by large  uncertainties or
major exposures to adverse conditions.

BB: Bonds rated "BB" are less  vulnerable to nonpayment  than other  speculative
issues.  However,  these face major ongoing uncertainties or exposure to adverse
business,  financial,  or economic  conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.

B: Bonds rated "B" are more  vulnerable to  nonpayment  than  obligations  rated
"BB,"  but  the  obligor  currently  has the  capacity  to  meet  its  financial
commitment  on  the  obligation.   Adverse  business,   financial,  or  economic
conditions will likely impair the obligor's  capacity or willingness to meet its
financial commitment on the obligation.

CCC: Bonds rated "CCC" are currently vulnerable to nonpayment, and are dependent
upon favorable business,  financial,  and economic conditions for the obligor to
meet its  financial  commitment  on the  obligation.  In the  event  of  adverse
business,  financial or economic  conditions,  the obligor is not likely to have
the capacity to meet its financial commitment on the obligation.

CC:   Bonds  rated  "CC"  are   currently
highly vulnerable to nonpayment.

C: The "C" rating may be used to cover a situation  where a bankruptcy  petition
has been filed or similar action has been taken, but payments on this obligation
are being continued.

D: Bonds rated "D" are in default. Payments on the obligation are not being made
on the date due even if the  applicable  grace  period has not  expired,  unless
Standard and Poor's  believes  that such payments will be made during such grace
period.  The "D"  rating  will  also be used  upon the  filing  of a  bankruptcy
petition  or the taking of a similar  action if payments  on an  obligation  are
jeopardized.

The ratings  from "AA" to "CCC" may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories. The
"p" symbol indicates that the rating is provisional.  The "r" symbol is attached
to the ratings of instruments with significant noncredit risks.

     Short-Term Issue Credit Ratings

SP-1: Strong capacity to pay principal and interest. An issue with a very strong
capacity to pay debt service is given a (+) designation.

SP-2:   Satisfactory   capacity  to  pay  principal  and  interest,   with  some
vulnerability  to adverse  financial  and economic  changes over the term of the
notes.

SP-3: Speculative capacity to pay principal and interest.


Fitch, Inc.
-----------------------------------------

International Long-Term Credit Ratings

Investment Grade:

AAA:  Highest Credit  Quality.  "AAA" ratings  denote the lowest  expectation of
credit risk. They are assigned only in the case of exceptionally strong capacity
for timely payment of financial commitments. This capacity is highly unlikely to
be adversely affected by foreseeable events.

AA: Very High Credit  Quality.  "AA" ratings  denote a very low  expectation  of
credit  risk.  They  indicate  a very  strong  capacity  for  timely  payment of
financial  commitments.   This  capacity  is  not  significantly  vulnerable  to
foreseeable events.

A: High Credit Quality. "A" ratings denote a low expectation of credit risk. The
capacity for timely payment of financial  commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.



<PAGE>



BBB: Good Credit Quality.  "BBB" ratings  indicate that there is currently a low
expectation  of credit  risk.  The  capacity  for timely  payment  of  financial
commitments is considered adequate,  but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity.  This is the lowest
investment-grade category.

Speculative Grade:

BB:  Speculative.  "BB" ratings  indicate that there is a possibility  of credit
risk  developing,  particularly  as the result of adverse  economic  change over
time.  However,  business or  financial  alternatives  may be available to allow
financial  commitments  to be met.  Securities  rated in this  category  are not
investment grade.

B: Highly  Speculative.  "B" ratings  indicate that  significant  credit risk is
present,  but a limited  margin of safety  remains.  Financial  commitments  are
currently being met. However,  capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.

CCC,  CC C: High  Default  Risk.  Default is a real  possibility.  Capacity  for
meeting  financial  commitments  is solely  reliant  upon  sustained,  favorable
business or economic developments.  A "CC" rating indicates that default of some
kind appears probable. "C" ratings signal imminent default.

DDD, DD, and D: Default.  The ratings of  obligations in this category are based
on their prospects for achieving partial or full recovery in a reorganization or
liquidation  of  the  obligor.   While  expected   recovery  values  are  highly
speculative  and cannot be estimated with any precision,  the following serve as
general  guidelines.  "DDD" obligations have the highest potential for recovery,
around  90%-100% of  outstanding  amounts and accrued  interest.  "DD" indicates
potential  recoveries  in the  range of  50%-90%,  and "D" the  lowest  recovery
potential, i.e., below 50%.

Entities  rated  in  this  category  have  defaulted  on  some  or all of  their
obligations.  Entities  rated "DDD" have the highest  prospect for resumption of
performance  or  continued  operation  with or  without a formal  reorganization
process.  Entities  rated  "DD"  and  "D"  are  generally  undergoing  a  formal
reorganization or liquidation process;  those rated "DD" are likely to satisfy a
higher portion of their outstanding obligations, while entities rated "D" have a
poor prospect for repaying all obligations.

Plus (+) and  minus  (-)  signs  may be  appended  to a rating  symbol to denote
relative status within the major rating categories. Plus and minus signs are not
added to the "AAA"  category or to  categories  below  "CCC," nor to  short-term
ratings other than "F1" (see below).

International Short-Term Credit Ratings

F1: Highest credit quality.  Strongest  capacity for timely payment of financial
commitments.  May have an added "+" to denote any  exceptionally  strong  credit
feature.

F2: Good credit quality. A satisfactory capacity for timely payment of financial
commitments,  but the  margin of safety is not as great as in the case of higher
ratings.

F3: Fair credit quality. Capacity for timely payment of financial commitments is
adequate.  However,  near-term  adverse  changes  could result in a reduction to
non-investment grade.

B:  Speculative.  Minimal capacity for timely payment of financial  commitments,
plus  vulnerability  to  near-term  adverse  changes in  financial  and economic
conditions.

C: High  default  risk.  Default is a real  possibility.  Capacity  for  meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.

D: Default. Denotes actual or imminent payment default.




<PAGE>



               Appendix B


 Municipal Bond Industry Classifications


Adult Living Facilities Bond Anticipation Notes Education Electric Utilities Gas
Utilities    General     Obligation    Higher    Education     Highways/Railways
Hospital/Healthcare  Manufacturing,  Durable  Goods  Manufacturing,  Non Durable
Goods  Marine/Aviation  Facilities  Multi-Family  Housing  Municipal  Leases Non
Profit  Organization  Parking Fee Revenue  Pollution  Control Resource  Recovery
Revenue  Anticipation  Notes Sales Tax Revenue  Sewer  Utilities  Single  Family
Housing Special Assessment

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

Special Tax
Sports Facility Revenue
Student Loans
Tax Anticipation Notes
Tax & Revenue Anticipation Notes
Telephone Utilities
Water Utilities


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



<PAGE>


--------------------------------------------------------------------------------
Centennial California 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


PX0180.001.1100



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