nvcsr

TOP HOLDINGS AND ALLOCATIONS


Top Ten Categories
Tobacco—Master Settlement Agreement	19.0	%
Special Assessment	13.7
Hospital/Health Care	11.5
Gas Utilities	7.2
Tax Increment Financing (TIF)	6.5
General Obligation	6.4
Higher Education	4.7
Education	3.7
Special Tax	3.5
Municipal Leases	3.1

Portfolio holdings are subject to change. Percentages are as of July 30, 2010, and are based on total assets.

Credit Allocation


	NRSRO-Rated			Manager-Rated			Total

AAA		8.8	%		0.5	%		9.3	%
AA		13.9			0.5			14.4
A		15.8			0.0			15.8
BBB		22.8			15.6			38.4
BB or lower		8.4			13.7			22.1

Total		69.7	%		30.3	%		100.0	%

The Fund’s investment adviser, OppenheimerFunds, Inc. (the “Manager”), determines the credit allocation of the Fund’s assets using ratings by nationally recognized statistical rating organizations (NRSROs), such as Standard & Poor’s. For securities rated by an NRSRO other than S&P, the Manager converts that rating to the equivalent S&P rating. If two or more NRSROs have assigned a rating to a security, the highest rating is used. For securities not rated by an NRSRO, the Manager may use its own credit analysis to assign ratings in denominations similar to those of S&P.

The percentages above are based on the market value of the Fund’s securities as of 7/30/10 and are subject to change; market value does not include cash. AAA, AA, A and BBB are investment-grade ratings. More information about securities ratings is contained in the Fund’s Statement of Additional Information.

10 | OPPENHEIMER AMT-FREE MUNICIPALS

FUND PERFORMANCE DISCUSSION

How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund’s performance during its fiscal year ended July 30, 2010,¹followed by a graphical comparison of the Fund’s performance to appropriate broad-based market indices.

Management’s Discussion of Fund Performance. During the 12-month period ended July 30, 2010,¹prices in the municipal bond market generally rose, contributing to higher net asset values and highly favorable total returns for Oppenheimer AMT-Free Municipals. In all, the Class A shares produced a total return of 24.64% at net asset value for the reporting period (18.72% with sales charge).¹As of July 30, 2010, the distribution yield of this Fund’s Class A shares was 6.75% at NAV.¹

During the reporting period, Oppenheimer AMT-Free Municipals distributed 46.0 cents per Class A share, including a small amount of taxable income. The Fund’s monthly dividend for Class A shares was lowered twice during the 12-month period, falling to 3.6 cents per share, from 4.3 cents per share. The first occurred with the October 2009 payout while the second started with the May 2010 payout. However, our Fund had the highest distribution yield in the category as of July 31, 2010, according to Lipper Inc., an independent mutual fund rating service. This occurred even as the Fund experienced cuts to its dividend rate and, we believe, demonstrates the overriding power of the Rochester style of fund management.

Oppenheimer AMT-Free Municipals held about 1,150 securities as of July 30, 2010. In general this reporting period, default rates on municipal bonds continued to be extremely low relative to the default rates on corporate fixed-income instruments.

As the charts on pages 15 to 17 show, the Fund’s performance improved this reporting period, which was characterized by credit spread tightening and stronger investor demand. Credit spread tightening is typically more favorable to the sectors and types of securities this Fund favors than it is to the Fund’s benchmark. As spreads tighten, BBB-rated, lower-rated and unrated securities typically outperform other securities. The reverse is also true: widening spreads typically have the greatest negative effect on BBB-rated, lower-rated and unrated securities. We encourage investors to remain focused on their long-term financial objectives for high levels of tax-free income and believe that this Fund’s investments offer structural advantages over the long term.

The Fund continued to be invested this reporting period in bonds backed by proceeds from the tobacco Master Settlement Agreement (the MSA), the national litigation settlement with U.S. tobacco manufacturers. At the end of this reporting period, MSA-backed


1.		The Fund’s returns and yield have been calculated through July 30, 2010, the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes to Financial Statements. The Index’s return is calculated through July 31, 2010.

11 | OPPENHEIMER AMT-FREE MUNICIPALS

FUND PERFORMANCE DISCUSSION

tobacco bonds accounted for 19.0% of the Fund’s total assets and comprised the Fund’s largest industry sector.²

During the reporting period, tobacco bonds made a significant contribution to the Fund’s positive total return. This is notable because it occurred in the face of a 9.3% consumption decline in 2009, the largest one-year decline since the adoption of the MSA in 1998. The 61-cent increase in federal excise taxes passed by Congress in early 2009 was seen by many industry analysts as the leading reason for the decline. As a result, the sector saw many downgrades by the major rating agencies and a flurry of negative articles in the press.

As in prior reporting periods, the tobacco bonds this Fund held during this reporting period made all scheduled payments of interest and principal on time and in full. Although price and ratings volatility remain likely over the near term, we continue to believe that carefully researched MSA-backed bonds are fundamentally sound, and we are confident that these bonds will continue to provide high levels of tax-free income to the long-term benefit of our yield-seeking investors.

Oppenheimer AMT-Free Municipals remained invested in land development (or “dirt”) bonds, which are Special Assessment and Special Tax bonds that help finance the infrastructure needs of new real estate development. At the end of this reporting period, the Special Assessment and Special Tax sectors represented 13.7% and 3.5% of the Fund’s total assets, respectively. The Fund’s land development holdings typically offer attractive yields, which in turn can help the Fund generate high levels of tax-free income, as we have seen this reporting period.

During the reporting period, the Florida dirt bond sector took a turn for the worse as a result of the national recession and the depressed Florida real estate market. Many of the Florida dirt bonds held by the Fund were unable to make their scheduled interest payments, which also resulted in depressed bond prices.

Nevertheless, in our opinion, these bonds have several appealing characteristics for long-term shareholders willing to ride out the real estate cycle: their credit ratings typically improve over time, the debt service payments securing these bonds are on parity


2.		Investments in “tobacco bonds,” which are backed by the proceeds a state or territory receives from the 1998 national litigation settlement with tobacco manufacturers, may be vulnerable to economic and/or legislative events that affect issuers in a particular municipal market sector. Annual payments by MSA-participating manufacturers, for example, hinge on many factors, including annual domestic cigarette shipments, inflation and the relative market share of non-participating manufacturers. While consumption has largely been in line with the assumptions used to structure MSA-backed bonds, future MSA payments could be reduced if consumption were to fall more rapidly than originally forecast.

12 | OPPENHEIMER AMT-FREE MUNICIPALS

with real estate taxes and senior to mortgage payments, and assessments or taxes must be paid by whoever owns the land when the tax bill comes due. These characteristics give us confidence that most dirt bonds represent good values for our long-time shareholders.

Tax increment financing (TIF) bonds constituted 6.5% of the Fund’s total assets at the end of the reporting period. Traditionally, this type of financing has been used for urban renewal projects. With the decline in the real estate market, we have been able to purchase or add to positions at tax-free yields that we believe to be highly attractive. During the reporting period the bonds in this sector made a positive contribution to the Fund’s total return.

As of July 30, 2010, the Fund was invested in the hospital/health care sector, representing 11.5% of the Fund’s total assets. The overall fundamentals in this sector remained stable this reporting period, contributing to positive results.

The Fund’s holdings in the Gas Utilities sector constituted 7.2% of the Fund’s total assets at the end of the reporting period. These gas bonds, which are guaranteed by diversified financial services companies, exist as a result of a municipality prepaying for future natural gas services. The bonds in this sector made a strong contribution to the Fund’s total return during the reporting period.

The Fund also held 6.4% in General Obligation bonds as of the end of the reporting period. The difficult fiscal situations that have proven challenging to so many state and local government officials have created fear in the marketplace. As a result, we have been able to acquire General Obligation debt at attractive tax-free yields. Though fear remains prevalent, the holdings in this sector contributed to positive results this reporting period. We believe a distinct difference exists between a political budget crisis and an inability to pay debt.

During this reporting period, the Fund remained invested in municipal inverse-floating rate securities, which are tax-exempt securities with interest payments that move inversely to changes in short-term interest rates. These “inverse floaters” generally offer higher tax-free yields than fixed-rate bonds of comparable maturity and credit quality, but they face greater price volatility, too. During this reporting period, inverse floaters provided attractive levels of tax-free income and contributed quite favorably to the Fund’s total return. This outcome illustrates why we continue to believe that “inverse floaters” belong in our fund portfolios.

Our approach to municipal bond investing is flexible and responsive to market conditions. Shareholders should note that market conditions during this reporting period did not affect the Fund’s overall investment objectives or cause it to pay any capital gain distributions. In closing, we believe that the Fund’s structure and composition as well as our

13 | OPPENHEIMER AMT-FREE MUNICIPALS

FUND PERFORMANCE DISCUSSION

time-tested strategies will continue to benefit long-term investors through interest rate and economic cycles.

Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares of the Fund held until July 30, 2010. In the case of Class A, Class B and Class C shares, performance is measured over a ten-year period. The Fund’s performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B and Class C shares, and reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results.

The Fund’s performance is compared to the performance of the Barclays Capital Municipal Bond Index, an unmanaged index of a broad range of investment grade municipal bonds that is widely regarded as a measure of the performance of the general municipal bond market. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and none of the data in the graphs shows the effect of taxes. The Fund’s performance is also compared to the Consumer Price Index, a non-securities index that measures changes in the inflation rate. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments in the index.

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Class A Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:¹

Class A Shares Comparison of Change in Value of $10,000 Hypothetical Investments in:¹ Oppenheimer AMT-Free Municipals (Class A) Barclays Capital Municipal Bond Index Consumer Price Index Average Annual Total Returns of Class A Shares With Sales Charge of the Fund at 7/30/10 1-Year 18.72% 5-Year —3.74% 10-Year 1.67%

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge for Class A shares, the current maximum initial sales charge of 4.75%; for Class B shares, and the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C shares, the 1% contingent deferred sales charge for the 1-year period. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. See page 18 for further information.


1.		The Fund’s returns have been calculated through July 30, 2010, the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes to Financial Statements. The indices’ returns are calculated through July 31, 2010.

15 | OPPENHEIMER AMT-FREE MUNICIPALS

Class C Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:¹

Class C Shares Comparison of Change in Value of $10,000 Hypothetical Investments in:¹ Oppenheimer AMT-Free Municipals (Class C) Barclays Capital Municipal Bond Index Consumer Price Index Average Annual Total Returns of Class C Shares With Sales Charge of the Fund at 7/30/10 1-Year 22.82% 5-Year —3.55% 10-Year 1.37%


1.		The Fund’s returns have been calculated through July 30, 2010, the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes to Financial Statements. The indices’ returns are calculated through July 31, 2010.

17 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES

Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. Cumulative total returns are not annualized. The Fund’s total returns shown do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares. This annual report must be preceded or accompanied by the current prospectus of Oppenheimer AMT-Free Municipals. Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and, if available, summary prospectuses contain this and other information about the funds. For more information, ask your financial advisor, call us at 1.800.525.7048, or visit our website at www.oppenheimerfunds.com. Read prospectuses and, if available, summary prospectuses carefully before investing.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

Class A shares of the Fund were first publicly offered on 10/27/76. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 4.75% except where noted.

Class B shares of the Fund were first publicly offered on 3/16/93. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 8/29/95. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.

An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.

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FUND EXPENSES

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended July 30, 2010.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in the Statement of Additional Information). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

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FUND EXPENSES Continued


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	February 1, 2010		July 30, 2010		July 30, 2010

Actual
Class A	$	1,000.00	$	1,035.10	$	5.43
Class B		1,000.00		1,030.90		9.66
Class C		1,000.00		1,031.30		9.31

Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.33		5.39
Class B		1,000.00		1,015.19		9.59
Class C		1,000.00		1,015.53		9.24

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 180/365 (to reflect the one-half year period). Those annualized expense ratios based on the 6-month period ended July 30, 2010 are as follows:


Class	Expense Ratios

Class A		1.08	%
Class B		1.92
Class C		1.85

The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

20 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS July 30, 2010*


Principal
Amount			Coupon			Maturity		Value

Municipal Bonds and Notes — 117.4%
Alabama—1.4%
$	30,000	AL 21st Century Authority Tobacco Settlement		5.500	%		12/01/2021	$	29,897
	50,000	AL DCH Health Care Authority (Health Care Facilities)¹		5.000			06/01/2021		50,010
	15,000	AL HFA (Pelican)¹		6.550			03/20/2030		15,008
	12,000,000	AL Public School & College Authority²		5.000			05/01/2029		14,671,080
	1,325,000	AL Space Science Exhibit Finance Authority¹		6.000			10/01/2025		1,110,496
	3,000,000	Birmingham, AL Baptist Medical Centers (Baptist Health System)¹		5.250			11/15/2020		2,976,240
	35,000	Birmingham, AL Baptist Medical Centers (Baptist Health System)¹		5.625			11/15/2015		35,990
	15,000	Birmingham, AL Baptist Medical Centers (Baptist Health System)¹		5.875			11/15/2024		15,057
	400,000	Birmingham, AL Private Educational Building Authority (Birmingham-Southern College)¹		6.125			12/01/2025		384,784
	15,000	Birmingham, AL Special Care Facilities (Children’s Hospital of Alabama)¹		5.500			06/01/2022		15,012
	90,000	Birmingham, AL Special Care Facilities Financing Authority (Daughters of Charity)¹		5.000			11/01/2025		90,275
	235,000	Cooperative District, AL Fort Deposit¹		6.000			02/01/2036		176,776
	3,500,000	Cullman County, AL Health Care Authority (Cullman Regional Medical Center)¹		6.750			02/01/2029		3,628,065
	6,250,000	Cullman County, AL Health Care Authority (Cullman Regional Medical Center)¹		7.000			02/01/2036		6,513,750
	185,000	Fayette, AL Waterworks		5.250			10/01/2016		185,117
	280,000	Greater Montgomery, AL Educational Building Authority (Huntingdon College)¹		5.100			05/01/2016		284,777
	10,000	Jefferson County, AL Sewer		4.500			02/01/2012		5,279
	100,000	Jefferson County, AL Sewer		5.000			02/01/2018		39,651
	150,000	Jefferson County, AL Sewer		5.000			02/01/2020		59,252
	4,060,000	Jefferson County, AL Sewer		5.375			02/01/2027		1,553,234
	35,000	Jefferson County, AL Sewer		5.625			02/01/2018		13,869
	280,000	Jefferson County, AL Sewer		5.625			02/01/2022		113,084
	1,950,000	Tuscaloosa, AL Educational Building Authority (Stillman College)¹		5.000			06/01/2026		1,768,962
	5,000,000	Tuscaloosa, AL Educational Building Authority (Stillman College)¹		5.250			06/01/2037		4,376,350

									38,112,015

Alaska—1.4%
	10,000	AK HFC¹		5.200			06/01/2021		10,101
	40,000	AK HFC (Veterans Mtg.)¹		6.150			06/01/2039		40,038
	8,000,000	AK HFC, Series A²		5.000			12/01/2033		8,038,640

21 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Alaska Continued
$	750,000	AK Industrial Devel. & Export Authority (Anchorage Sportsplex/Grace Community Church Obligated Group)		6.150	%		08/01/2031	$	225,855
	600,000	AK Industrial Devel. & Export Authority Community Provider (Boys & Girls Home)		5.875			12/01/2027		382,734
	29,090,000	AK Northern Tobacco Securitization Corp. (TASC)¹		5.000			06/01/2032		21,991,458
	11,005,000	AK Northern Tobacco Securitization Corp. (TASC)¹		5.000			06/01/2046		7,116,163

									37,804,989

Arizona—4.9%
	1,000,000	Buckeye, AZ Watson Road Community Facilities District¹		5.750			07/01/2022		883,020
	1,415,000	Buckeye, AZ Watson Road Community Facilities District¹		6.000			07/01/2030		1,169,356
	200,000	Centerra, AZ Community Facilities District¹		5.150			07/15/2031		153,598
	365,950	Central AZ Irrigation & Drain District, Series A¹		6.000			06/01/2013		366,462
	305,000	Estrella Mountain Ranch, AZ Community Facilities District¹		5.450			07/15/2021		287,917
	200,000	Estrella Mountain Ranch, AZ Community Facilities District¹		5.625			07/15/2025		183,412
	600,000	Estrella Mountain Ranch, AZ Community Facilities District¹		5.800			07/15/2030		549,012
	1,015,000	Estrella Mountain Ranch, AZ Community Facilities District¹		5.900			07/15/2022		982,865
	330,000	Estrella Mountain Ranch, AZ Community Facilities District¹		6.125			07/15/2027		313,490
	500,000	Estrella Mountain Ranch, AZ Community Facilities District¹		6.200			07/15/2032		473,090
	496,000	Festival Ranch, AZ Community Facilities District¹		5.750			07/01/2032		406,938
	595,000	Festival Ranch, AZ Community Facilities District¹		5.800			07/15/2032		546,632
	250,000	Gladden Farms, AZ Community Facilities District¹		5.500			07/15/2031		200,250
	800,000	Litchfield Park, AZ Community Facility District¹		6.375			07/15/2026		755,296
	1,145,000	Maricopa County, AZ IDA (Christian Care Apartments)¹		6.500			01/01/2036		1,094,322
	2,000,000	Maricopa County, AZ IDA (Christian Care Mesa II)		6.625			01/01/2034		1,626,600
	500,000	Maricopa County, AZ IDA (Immanuel Campus Care)¹		8.500			04/20/2041		467,025
	1,500,000	Maricopa County, AZ IDA (Sun King Apartments)¹		6.750			11/01/2018		1,340,550
	785,000	Maricopa County, AZ IDA (Sun King Apartments)¹		6.750			05/01/2031		603,995
	835,000	Maricopa County, AZ School District No. 24 (Gila Bend)¹		5.500			07/01/2022		797,709
	200,000	Marley Park, AZ Community Facilities District¹		5.300			07/15/2031		158,654
	460,000	Merrill Ranch, AZ Community Facilities District No. 1 Special Assessment Lien¹		5.300			07/01/2030		351,491
	375,000	Palm Valley, AZ Community Facility District No. 3¹		5.300			07/15/2031		297,476
	980,000	Palm Valley, AZ Community Facility District No. 3¹		5.800			07/15/2032		823,112
	750,000	Phoenix, AZ IDA (Career Success Schools)¹		7.000			01/01/2029		774,458
	5,425,000	Phoenix, AZ IDA (Christian Care)¹		5.500			07/01/2035		4,870,131
	500,000	Phoenix, AZ IDA (Espiritu Community Devel. Corp.)¹		6.250			07/01/2036		423,995
	375,000	Pima County, AZ IDA (Arizona Charter School)¹		6.300			07/01/2031		348,146
	1,380,000	Pima County, AZ IDA (Arizona Charter School)¹		6.500			07/01/2023		1,371,582
	1,315,000	Pima County, AZ IDA (Arizona Charter School)¹		6.750			07/01/2031		1,289,660
	115,000	Pima County, AZ IDA (CECS/TAT/EICS Obligated Group)		6.300			07/01/2031		132,259

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Principal
Amount			Coupon			Maturity		Value

Arizona Continued
$	1,500,000	Pima County, AZ IDA (Center for Academic Success)¹		5.500	%		07/01/2037	$	1,283,430
	1,830,000	Pima County, AZ IDA (Christian Senior Living)¹		5.050			01/01/2037		1,638,710
	500,000	Pima County, AZ IDA (Facility Choice Education & Devel. Corp.)¹		6.250			06/01/2026		434,240
	1,200,000	Pima County, AZ IDA (Facility Choice Education & Devel. Corp.)¹		6.375			06/01/2036		989,880
	12,400,000	Pima County, AZ IDA (Metro Police Facility)²		5.375			07/01/2039		12,807,340
	500,000	Pima County, AZ IDA (P.L.C. Charter Schools)		6.750			04/01/2036		459,340
	120,000	Pima County, AZ IDA (Paradise Education Center)¹		5.875			06/01/2033		98,153
	250,000	Pima County, AZ IDA (Paradise Education Center)¹		6.000			06/01/2036		205,000
	2,845,000	Pima County, AZ IDA (Phoenix Advantage Charter School)		5.600			07/01/2023		2,023,905
	500,000	Pima County, AZ IDA (Sonoran Science Academy)¹		5.670			12/01/2027		429,730
	650,000	Pima County, AZ IDA (Sonoran Science Academy)¹		5.750			12/01/2037		530,699
	1,000,000	Pima County, AZ IDA (Valley Academy)¹		6.500			07/01/2038		999,930
	500,000	Quail Creek, AZ Community Facilities District¹		5.550			07/15/2030		410,130
	18,385,000	Salt Verde, AZ Financial Corp.¹		5.000			12/01/2037		16,390,595
	510,000	Salt Verde, AZ Financial Corp.¹		5.250			12/01/2028		495,062
	29,030,000	Salt Verde, AZ Financial Corp.¹		5.500			12/01/2037		26,796,722
	30,200,000	Salte Verde, AZ Financial Corp.¹		5.000			12/01/2032		27,563,540
	55,000	Show Low Bluff, AZ Community Facilities District Special Assessment¹		5.200			07/01/2017		50,625
	1,655,000	Tartesso West, AZ Community Facilities District¹		5.900			07/15/2032		1,408,074
	3,000,000	Verrado, AZ Community Facilities District No. 1¹		5.350			07/15/2031		2,395,860
	4,775,000	Verrado, AZ Community Facilities District No. 1¹		6.500			07/15/2027		4,530,854
	1,775,000	Vistancia, AZ Community Facilities District¹		6.750			07/15/2022		1,858,851
	500,000	Westpark, AZ Community Facilities District¹		5.250			07/15/2031		393,960

									128,237,133

Arkansas—0.1%
	300,000	Arkadelphia, AR Public Education Facilities Board (Ouachita Baptist University)¹		5.375			03/01/2038		298,062
	2,515,000	Cave Springs, AR Municipal Property (Creeks Special Sewer District)¹		6.250			02/01/2038		2,095,724

									2,393,786

California—24.0%
	2,800,000	Adelanto, CA Public Utility Authority¹		6.750			07/01/2039		2,894,416
	1,400,000	Antelope Valley, CA Healthcare District¹		5.250			09/01/2017		1,397,480
	1,370,000	Azusa, CA Special Tax Community Facilities District No. 05-1¹		5.000			09/01/2027		1,057,284
	4,410,000	Azusa, CA Special Tax Community Facilities District No. 05-1¹		5.000			09/01/2037		3,093,439

23 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

California Continued
$	20,000	Beaumont, CA Financing Authority, Series B¹		5.875	%		09/01/2023	$	20,064
	2,750,000	CA ABAG Finance Authority for NonProfit Corporations (Casa De Las Campanas)¹		6.000			09/01/2037		2,804,010
	18,330,000	CA Access to Loans for Learning Student Loan Corp.^3,4		7.000			01/01/2036		9,276,263
	16,500,000	CA County Tobacco Securitization Agency		5.714	⁵		06/01/2046		580,800
	7,000,000	CA County Tobacco Securitization Agency		6.500	⁵		06/01/2046		246,400
	6,000,000	CA County Tobacco Securitization Agency		6.650	⁵		06/01/2046		204,120
	129,820,000	CA County Tobacco Securitization Agency		6.700	⁵		06/01/2050		2,650,924
	7,875,000	CA County Tobacco Securitization Agency		7.234	⁵		06/01/2033		915,311
	38,650,000	CA County Tobacco Securitization Agency		7.550	⁵		06/01/2055		353,261
	8,000,000	CA County Tobacco Securitization Agency		7.750	⁵		06/01/2046		281,600
	100,000	CA County Tobacco Securitization Agency (TASC)¹		0.000	⁶		06/01/2028		77,584
	5,000,000	CA County Tobacco Securitization Agency (TASC)¹		0.000	⁶		06/01/2036		3,602,450
	160,000	CA County Tobacco Securitization Agency (TASC)¹		0.000	⁶		06/01/2046		112,662
	9,060,000	CA County Tobacco Securitization Agency (TASC)¹		5.125			06/01/2038		6,752,146
	2,715,000	CA County Tobacco Securitization Agency (TASC)¹		5.125			06/01/2038		2,023,408
	5,000,000	CA County Tobacco Securitization Agency (TASC)¹		5.875			06/01/2043		3,879,750
	21,000,000	CA County Tobacco Securitization Agency (TASC)¹		6.000			06/01/2042		16,635,990
	93,000,000	CA County Tobacco Securitization Agency (TASC)		6.650	⁵		06/01/2046		2,807,670
	15,000,000	CA Dept. of Veterans Affairs Home Purchase²		4.500			12/01/2023		14,939,700
	1,750,000	CA Educational Facilities Authority (Fresno Pacific University)¹		6.750			03/01/2019		1,765,243
	7,855,000	CA GO¹		5.750			04/01/2031		8,409,013
	11,000,000	CA GO¹		6.000			03/01/2033		11,933,790
	5,000,000	CA GO¹		6.000			11/01/2035		5,370,150
	25,605,000	CA GO¹		6.000			04/01/2038		27,423,723
	12,925,000	CA GO¹		6.000			11/01/2039		13,901,742
	41,375,000	CA GO¹		6.500			04/01/2033		46,624,660
	4,335,000	CA Golden State Tobacco Securitization Corp.¹		5.000			06/01/2036		3,214,923
	2,500,000	CA Golden State Tobacco Securitization Corp.¹		5.000			06/01/2045		2,285,275
	70,970,000	CA Golden State Tobacco Securitization Corp. (TASC)¹		0.000	⁶		06/01/2037		43,078,080
	1,185,000	CA Golden State Tobacco Securitization Corp. (TASC)¹		5.000			06/01/2033		905,636
	1,980,000	CA Golden State Tobacco Securitization Corp. (TASC)¹		5.000			06/01/2045		1,809,938
	5,500,000	CA Golden State Tobacco Securitization Corp. (TASC)¹		5.000			06/01/2045		5,272,300
	26,235,000	CA Golden State Tobacco Securitization Corp. (TASC)¹		5.125			06/01/2047		16,938,890
	10,000,000	CA Golden State Tobacco Securitization Corp. (TASC)¹		5.750			06/01/2047		7,122,600
	414,000,000	CA Golden State Tobacco Securitization Corp. (TASC)		5.973	⁵		06/01/2047		13,276,980
	110,000,000	CA Golden State Tobacco Securitization Corp. (TASC)		6.000	⁵		06/01/2047		3,064,600
	20,000,000	CA Health Facilities Financing Authority (SJHS/SJHCN/SJHE/SJHO Obligated Group)²		5.750			07/01/2039		20,994,400

24 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

California Continued
$	20,000,000	CA Health Facilities Financing Authority (Sutter Health/California Pacific Medical Center)²		5.250	%		11/15/2046	$	19,889,000
	2,400,000	CA Health Facilities Financing Authority (Sutter Health/California Pacific Medical Center)¹		5.250			11/15/2046		2,386,680
	25,000	CA HFA (Home Mtg.)¹		5.450			08/01/2033		25,076
	590,000	CA Independent Cities Lease Finance Authority (Morgan Hill-Hacienda Valley)¹		5.950			11/15/2039		559,473
	2,500,000	CA M-S-R Energy Authority¹		6.500			11/01/2039		2,746,650
	5,000,000	CA M-S-R Energy Authority¹		6.500			11/01/2039		5,493,300
	30,000,000	CA M-S-R Energy Authority¹		7.000			11/01/2034		34,716,900
	2,000,000	CA Municipal Finance Authority (CHCC/FCHMC/FHH/SHF Obligated Group)¹		5.500			02/01/2039		1,874,320
	750,000	CA Municipal Finance Authority (Eisenhower Medical Center)⁷		5.750			07/01/2040		748,875
	250,000	CA Municipal Finance Authority (Harbor Regional Center)¹		8.500			11/01/2039		267,970
	2,500,000	CA Public Works¹		5.750			03/01/2030		2,589,275
	5,375,000	CA Public Works¹		6.000			03/01/2035		5,564,738
	12,570,000	CA Public Works¹		6.125			11/01/2029		13,423,754
	2,500,000	CA Public Works¹		6.375			11/01/2034		2,673,550
	25,750,000	CA Public Works¹		6.625			11/01/2034		28,118,743
	2,500,000	CA Public Works (Various Community Colleges)¹		5.750			10/01/2030		2,586,175
	2,000,000	CA Statewide CDA (Aspire Public Schools)¹		6.000			07/01/2040		2,010,380
	2,100,000	CA Statewide CDA (Sutter Health Obligated Group)¹		5.625			08/15/2042		2,115,414
	1,615,000	Chino, CA Community Facilities District Special Tax No. 2005-1¹		5.000			09/01/2027		1,133,924
	200,000	Chino, CA Community Facilities District Special Tax No. 2009-19-1¹		6.500			09/01/2029		203,536
	5,015,000	Chino, CA Community Facilities District Special Tax No. 2005-1¹		5.000			09/01/2036		3,170,433
	500,000	Chino, CA Community Facilities District SpecialTax No. 2009-19-1¹		6.750			09/01/2040		507,625
	2,000,000	Corona-Norco, CA Unified School District Community Facilities No. 04-1¹		5.200			09/01/2036		1,601,260
	2,000,000	Corona-Norco, CA Unified School District Public Financing Authority Special Tax¹		5.000			09/01/2036		1,552,940
	560,000	Coyote Canyon, CA Public Facilities Community Facilities District No. 2004-1¹		6.625			09/01/2039		573,182
	1,000,000	Davis, CA Special Tax Community Facilities District No. 2007-2¹		5.200			09/01/2027		836,150
	2,000,000	Davis, CA Special Tax Community Facilities District No. 2007-2¹		5.250			09/01/2037		1,567,400

25 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

California Continued
$	970,000	Elk Grove, CA Special Tax Community Facilities District No. 2005-1X¹		5.250	%		09/01/2037	$	662,093
	420,000	Hemet, CA Unified School District¹		5.050			09/01/2026		373,603
	250,000	Hemet, CA Unified School District¹		5.125			09/01/2036		208,433
	500,000	Hemet, CA Unified School District Community Facilities District No. 2005-3¹		5.750			09/01/2039		429,325
	60,000,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		6.625	⁵		06/01/2036		3,020,400
	120,000,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		6.750	⁵		06/01/2047		1,422,000
	360,655,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		7.000	⁵		06/01/2057		1,283,932
	345,750,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		8.001	⁵		06/01/2057		1,078,740
	2,345,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 14¹		6.000			09/01/2027		2,111,063
	5,175,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 14¹		6.150			09/01/2037		4,498,058
	745,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 14¹		6.200			09/01/2037		651,927
	1,425,000	Jurupa, CA Community Services “District Special Tax Community Facilities District No. 14¹		6.200			09/01/2037		1,246,975
	1,685,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 17¹		5.200			09/01/2036		1,430,043
	150,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 29¹		8.250			09/01/2029		160,563
	250,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 29¹		8.625			09/01/2039		270,190
	175,000	Jurupa, CA Public Financing Authority⁷		6.000			09/01/2028		176,173
	155,000	Jurupa, CA Public Financing Authority⁷		6.000			09/01/2029		155,223
	135,000	Jurupa, CA Public Financing Authority⁷		6.000			09/01/2030		134,371
	150,000	Jurupa, CA Public Financing Authority⁷		6.000			09/01/2031		147,870
	205,000	Jurupa, CA Public Financing Authority⁷		6.000			09/01/2032		201,304
	25,000	Lake Elsinore, CA Public Financing Authority¹		6.375			10/01/2033		24,596
	1,270,000	Lake Elsinore, CA Special Tax¹		5.150			09/01/2025		1,142,771
	1,245,000	Lake Elsinore, CA Special Tax¹		5.250			09/01/2030		1,068,011
	2,450,000	Lake Elsinore, CA Special Tax¹		5.250			09/01/2035		2,036,587
	200,000	Lake Elsinore, CA Special Tax¹		5.350			09/01/2036		168,158
	1,000,000	Lake Elsinore, CA Special Tax Community Facilities District No. 2006-3¹		6.625			09/01/2039		1,020,070
	650,000	Lake Elsinore, CA Unified School District Community Facilities District No. 04-3¹		5.250			09/01/2029		438,412
	1,000,000	Lancaster, CA Financing Authority (School District)¹		5.000			02/01/2026		885,200
	3,950,000	Loma Linda, CA Redevel. Agency Tax Allocation¹		5.250			07/01/2030		3,878,071
	15,000,000	Los Angeles, CA Community College District²		5.000			08/01/2033		15,418,200
	12,000,000	Los Angeles, CA Dept. of Airports, Series A²		5.250			05/15/2039		12,571,200

26 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

California Continued
$	2,000,000	Los Angeles, CA Regional Airports Improvement Corp. (American Airlines)¹		7.125	%		12/01/2024	$	1,997,060
	4,175,000	Los Angeles, CA Regional Airports Improvement Corp. (Delta Airlines)¹		6.350			11/01/2025		3,958,025
	16,000,000	Los Angeles, CA Unified School District²		5.250			07/01/2034		16,820,287
	365,000	Menifee, CA Union School District Special Tax Community Facilities District No. 2006-3¹		5.000			09/01/2037		278,663
	2,500,000	Modesto, CA Special Tax Community Facilities District No. 4¹		5.150			09/01/2036		1,917,225
	5,000,000	Moreno Valley, CA Community Redevel. Agency		5.000			08/01/2032		4,517,850
	660,000	Moreno Valley, CA Unified School District Community Facilities District Special Tax No. 2004-3¹		5.000			09/01/2027		538,679
	1,250,000	Moreno Valley, CA Unified School District Community Facilities District Special Tax No. 2004-3¹		5.000			09/01/2037		942,100
	5,000,000	Northern CA Tobacco Securitization Authority (TASC)¹		5.500			06/01/2045		3,432,450
	4,250,000	Oakland, CA GO¹		6.000			01/15/2034		4,568,920
	955,000	Orange, CA Community Facilities District Special Tax (Del Rio Public Improvements)⁷		5.750			10/01/2030		952,651
	7,000,000	Palomar Pomerado, CA Health Care District COP¹		6.625			11/01/2029		7,601,370
	1,000,000	Palomar Pomerado, CA Health Care District COP¹		6.750			11/01/2039		1,093,380
	570,000	Perris, CA Community Facilities District Special Tax No. 2001¹		5.000			09/01/2026		478,412
	1,590,000	Perris, CA Community Facilities District Special Tax No. 2001¹		5.000			09/01/2037		1,213,901
	660,000	Perris, CA Community Facilities District Special Tax No. 2005-1¹		5.000			09/01/2037		503,884
	1,260,000	Rialto, CA Special Tax Community Facilities District No. 2006-1¹		5.350			09/01/2036		1,059,395
	2,700,000	Riverside, CA (Recovery Zone Facility) COP¹		5.500			03/01/2040		2,738,232
	5,000,000	Sacramento County, CA Airport¹		6.000			07/01/2041		5,362,300
	1,620,000	San Gorgonio, CA Memorial Health Care District¹		7.000			08/01/2027		1,804,388
	7,000,000	Santa Rosa, CA Rancheria Tachi Yokut Tribe Enterprise¹		6.625			03/01/2018		6,659,590
	24,150,000	Southern CA Tobacco Securitization Authority¹		5.125			06/01/2046		15,504,300
	13,675,000	Southern CA Tobacco Securitization Authority		6.400	⁵		06/01/2046		465,224
	47,250,000	Southern CA Tobacco Securitization Authority		7.100	⁵		06/01/2046		1,296,540
	5,000,000	Southern CA Tobacco Securitization Authority (TASC)¹		5.000			06/01/2037		3,668,000
	940,000	Stockton, CA Public Financing Authority, Series A¹		5.000			09/01/2016		904,647
	645,000	Stockton, CA Public Financing Authority, Series A¹		5.000			09/01/2018		607,268
	5,135,000	Stockton, CA Public Financing Authority, Series A¹		5.250			09/01/2031		4,103,943
	235,000	Temecula Valley, CA Unified School District Community Facilities District No. 2004¹		5.000			09/01/2037		194,216

27 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

California Continued
$	2,000,000	Temecula, CA Public Financing Authority Community Facilities District (Roripaugh)¹		5.450	%		09/01/2026	$	1,176,020
	1,000,000	Temecula, CA Public Financing Authority Community Facilities District (Roripaugh)¹		5.500			09/01/2036		518,680
	10,500,000	University of California (Regents Medical Center)²		5.000			05/15/2037		10,850,175
	16,000,000	University of California (Regents Medical Center)²		5.250			05/15/2039		17,241,600
	100,000	Victor Valley, CA Union High School District¹		5.050			09/01/2025		86,793
	1,160,000	Victor Valley, CA Union High School District¹		5.100			09/01/2035		896,622
	2,025,000	Westside, CA Union School District Community Facilities District Special Tax No. 2005-2¹		5.000			09/01/2036		1,532,662

									634,734,412

Colorado—2.6%
	185,000	Arkansas River, CO Power Authority¹		5.000			10/01/2043		160,867
	500,000	CO Andonea Metropolitan District No. 2¹		6.125			12/01/2025		419,880
	1,000,000	CO Andonea Metropolitan District No. 3¹		6.250			12/01/2035		766,440
	2,800,000	CO Arista Metropolitan District¹		6.750			12/01/2035		2,064,104
	4,415,000	CO Broomfield Village Metropolitan District No. 2¹		6.250			12/01/2032		3,616,106
	945,000	CO Central Marksheffel Metropolitan District¹		7.250			12/01/2029		938,659
	6,700,000	CO Compark Business Campus Metropolitan District¹		5.600			12/01/2034		5,303,519
	500,000	CO Copperleaf Metropolitan District No. 2¹		5.850			12/01/2026		378,305
	625,000	CO Copperleaf Metropolitan District No. 2¹		5.950			12/01/2036		433,488
	500,000	CO Crystal Crossing Metropolitan District¹		6.000			12/01/2036		349,290
	10,000	CO Deer Creek Metropolitan District¹		5.000			12/01/2026		10,155
	125,000	CO E-470 Public Highway Authority		6.814	⁵		09/01/2025		49,036
	500,000	CO Educational and Cultural Facilities Authority (Carbon Valley Academy Charter School)¹		5.625			12/01/2036		412,610
	300,000	CO Educational and Cultural Facilities Authority (Crown Point Charter School)¹		5.000			07/15/2039		283,779
	2,250,000	CO Educational and Cultural Facilities Authority (Free Horizon Charter School)¹		6.125			06/15/2040		2,369,903
	5,000,000	CO Educational and Cultural Facilities Authority (Inn at Auraria)		6.000			07/01/2042		2,851,900
	10,000	CO Educational and Cultural Facilities Authority (University of Northern Colorado)¹		5.000			07/01/2031		9,684
	500,000	CO Elbert and Highway 86 Metropolitan District¹		5.750			12/01/2036		364,365
	1,000,000	CO Elkhorn Ranch Metropolitan District¹		6.375			12/01/2035		801,010
	500,000	CO Fallbrook Metropolitan District¹		5.625			12/01/2026		394,245
	10,000	CO Health Facilities Authority (Denver Options)¹		5.375			02/01/2022		8,652
	30,000	CO Health Facilities Authority (Denver Options)¹		5.625			02/01/2032		24,886
	10,000	CO Health Facilities Authority (National Jewish Medical & Research Center)¹		5.375			01/01/2023		9,791

28 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Colorado Continued
$	500,000	CO Heritage Todd Creek Metropolitan District¹		5.500	%		12/01/2037	$	345,920
	500,000	CO High Plains Metropolitan District¹		6.250			12/01/2035		383,220
	333,000	CO Horse Creek Metropolitan District¹		5.750			12/01/2036		240,203
	13,000,000	CO Hsg. & Finance Authority (Single Family)²		5.500			11/01/2029		13,824,590
	500,000	CO Huntington Trails Metropolitan District¹		6.250			12/01/2036		484,280
	480,000	CO International Center Metropolitan District No. 3¹		6.500			12/01/2035		360,542
	500,000	CO Liberty Ranch Metropolitan District¹		6.250			12/01/2036		381,935
	625,000	CO Madre Metropolitan District No. 2¹		5.500			12/01/2036		381,250
	2,770,000	CO Murphy Creek Metropolitan District No. 3		6.000			12/01/2026		1,419,043
	2,850,000	CO Murphy Creek Metropolitan District No. 3		6.125			12/01/2035		1,460,084
	2,665,000	CO North Pines Metropolitan District¹		6.750			12/01/2036		2,174,800
	1,945,000	CO North Range Metropolitan District No. 1¹		5.000			12/15/2024		1,355,860
	1,250,000	CO North Range Metropolitan District No. 2¹		5.500			12/15/2018		1,149,663
	500,000	CO North Range Metropolitan District No. 2¹		5.500			12/15/2037		389,140
	1,000,000	CO Northwest Metropolitan District No. 3¹		6.125			12/01/2025		839,760
	1,875,000	CO Northwest Metropolitan District No. 3¹		6.250			12/01/2035		1,477,163
	125,000	CO Potomac Farms Metropolitan District¹		0.000	⁶		12/01/2023		116,131
	750,000	CO Potomac Farms Metropolitan District¹		7.250			12/01/2037		558,465
	485,000	CO Prairie Center Metropolitan District No. 3¹		5.250			12/15/2021		423,982
	815,000	CO Prairie Center Metropolitan District No. 3¹		5.400			12/15/2031		645,659
	750,000	CO Regency Metropolitan District¹		5.750			12/01/2036		549,038
	15,000	CO Ridges Metropolitan District Mesa County¹		6.100			10/15/2013		15,051
	1,000,000	CO Serenity Ridge Metropolitan District No. 2		7.500			12/01/2034		480,000
	270,000	CO Silver Dollar Metropolitan District¹		5.100			12/01/2030		217,871
	500,000	CO Silver Peaks Metropolitan District¹		5.750			12/01/2036		355,835
	1,000,000	CO Sorrell Ranch Metropolitan District		5.940			12/15/2036		834,500
	681,000	CO Tallgrass Metropolitan District¹		5.250			12/01/2037		547,810
	540,000	CO Tallyns Reach Metropolitan District No. 3¹		5.100			12/01/2026		496,649
	500,000	CO Traditions Metropolitan District No. 2¹		5.750			12/01/2036		360,665
	1,129,000	CO Wheatlands Metropolitan District¹		6.000			12/01/2025		935,704
	500,000	CO Wheatlands Metropolitan District¹		6.125			12/01/2035		383,040
	250,000	CO Woodmen Heights Metropolitan District No. 1		6.750			12/01/2020		229,910
	4,500,000	CO Woodmen Heights Metropolitan District No. 1		7.000			12/01/2030		3,862,845
	10,000,000	Ebert, CO Metropolitan District¹		5.350			12/01/2037		7,150,700
	175,000	Fairplay, CO Sanitation District¹		5.250			12/15/2031		141,951
	180,000	Jefferson County, CO (Section 14 Metropolitan District)¹		5.000			12/01/2018		185,906
	2,570,000	Loveland, CO Special Assessment¹		5.625			07/01/2029		1,947,212
	25,000	Public Authority for CO (Natural Gas Energy)¹		6.250			11/15/2028		26,858
	500,000	Tabernash Meadows, CO Water & Sanitation District¹		7.125			12/01/2034		511,440

29 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Colorado Continued
$	30,000	University of Colorado Hospital Authority¹		5.200	%		11/15/2017	$	30,038
	20,000	University of Colorado Hospital Authority¹		5.250			11/15/2022		20,011

									69,715,398

Connecticut—0.3%
	75,000	CT Devel. Authority (Church Homes)¹		5.800			04/01/2021		74,993
	785,000	CT H&EFA (Bridgeport Hospital)¹		6.625			07/01/2018		795,299
	35,000	CT H&EFA (Bridgeport Hospital/Bridgeport Hospital Foundation Obligated Group)¹		5.250			07/01/2015		35,059
	15,000	CT H&EFA (DKH)		5.375			07/01/2016		15,042
	220,000	CT H&EFA (DKH/CHHC/HNE Obligated Group)¹		5.375			07/01/2026		220,189
	230,000	CT H&EFA (Ethel Walker School)¹		6.000			07/01/2039		229,048
	15,000	CT H&EFA (Lawrence & Memorial Hospital)¹		5.000			07/01/2013		15,024
	50,000	CT H&EFA (Middlesex Hospital)¹		5.125			07/01/2017		50,043
	10,000	CT H&EFA (Sacred Heart University)¹		5.000			07/01/2028		9,848
	60,000	CT HFA¹		5.600			06/15/2017		60,087
	500,000	Georgetown, CT Special Taxing District		5.125			10/01/2036		256,440
	10,150,000	Mashantucket, CT Western Pequot Tribe, Series B		5.750			09/01/2027		5,201,672

									6,962,744

Delaware—0.2%
	3,900,000	Bridgeville, DE Special Obligation (Heritage Shores)¹		5.450			07/01/2035		2,737,059
	1,000,000	Kent County, DE Student Hsg. (Delaware State University Student Hsg. Foundation)¹		5.000			07/01/2025		739,170
	630,000	Kent County, DE Student Hsg. (Delaware State University Student Hsg. Foundation)¹		5.000			07/01/2030		429,975
	2,310,000	Millsboro, DE Special Obligation (Plantation Lakes)¹		5.450			07/01/2036		1,669,922

									5,576,126

District of Columbia—0.6%
	720,000	District of Columbia Tobacco Settlement Financing Corp.¹		6.750			05/15/2040		715,327
	72,125,000	District of Columbia Tobacco Settlement Financing Corp. (TASC)		6.375	⁵		06/15/2046		1,798,076
	304,205,000	District of Columbia Tobacco Settlement Financing Corp. (TASC)		6.924	⁵		06/15/2046		9,305,631
	6,500,000	Metropolitan Washington D.C. Airport Authority (Dulles Toll Road)		1.060	⁵		10/01/2041		4,853,225

									16,672,259

Florida—15.9%
	770,000	Aberdeen, FL Community Devel. District		5.250			11/01/2015		419,573
	755,000	Aberdeen, FL Community Devel. District		5.500			05/01/2036		413,393
	100,000	Alachua County, FL Health Facilities Authority (Shands Teaching Hospital & Clinics/Shands at Lake Shore Obligated Group)¹		6.750			12/01/2030		109,801

30 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	2,000,000	Amelia Concourse, FL Community Devel. District^3,⁴		5.750	%		05/01/2038	$	784,520
	700,000	Amelia Walk, FL Community Devel. District Special Assessment³		5.500			05/01/2037		350,581
	13,325,000	Arborwood, FL Community Devel. District (Centex Homes)¹		5.250			05/01/2016		11,406,200
	1,130,000	Arlington Ridge, FL Community Devel. District		5.500			05/01/2036		451,209
	105,000	Atlantic Beach, FL Health Care Facilities (Fleet Landing)¹		6.000			10/01/2029		88,900
	1,385,000	Avelar Creek, FL Community Devel. District¹		5.375			05/01/2036		1,014,249
	435,000	Avignon Villages, FL Community Devel. District^3,4		5.300			05/01/2014		108,359
	250,000	Avignon Villages, FL Community Devel. District^3,4		5.400			05/01/2037		62,275
	395,000	Bahia Lakes, FL Community Devel. District¹		5.450			05/01/2037		290,961
	1,580,000	Bainebridge, FL Community Devel. District¹		5.500			05/01/2038		1,073,784
	65,000	Baker County, FL Hospital Authority¹		5.300			12/01/2023		55,474
	1,815,000	Bay Laurel Center, FL Community Devel. District¹		5.450			05/01/2037		1,556,235
	1,485,000	Baywinds, FL Community Devel. District¹		5.250			05/01/2037		775,645
	1,200,000	Beacon Lakes, FL Community Devel. District Special Assessment¹		6.200			05/01/2038		1,052,700
	50,000	Boynton Beach, FL Multifamily Hsg. (Clipper Cove Apartments)¹		5.300			01/01/2023		47,173
	1,950,000	Boynton Village, FL Community Devel. District Special Assessment¹		6.000			05/01/2038		1,479,368
	2,450,000	Brevard County, FL Industrial Devel. Revenue (Tuff Florida Tech)¹		6.500			11/01/2029		2,528,694
	10,975,000	Brevard County, FL Industrial Devel. Revenue (Tuff Florida Tech)¹		6.750			11/01/2039		11,312,042
	25,000	Broward County, FL Educational Facilities Authority (Nova Southeastern University)¹		5.625			04/01/2034		25,084
	200,000	Cape Coral, FL Health Facilities Authority (Gulf Care)¹		5.625			10/01/2027		192,012
	195,000	Cape Coral, FL Health Facilities Authority (Gulf Care)¹		6.000			10/01/2025		194,988
	1,300,000	Cascades, FL Groveland Community Devel. District¹		5.300			05/01/2036		901,238
	2,960,000	Century Gardens at Tamiami, FL Community Devel. District (Century Gardens at Tamiami)³		6.125			05/01/2012		1,775,911
	6,650,000	Century Gardens at Tamiami, FL Community Devel. District (Century Gardens at Tamiami)³		6.250			05/01/2037		3,792,296
	3,400,000	Chapel Creek, FL Community Devel. District Special Assessment^3,4		5.500			05/01/2038		1,118,940
	1,500,000	City Center, FL Community Devel. District³		6.000			05/01/2038		663,030
	1,675,000	Clearwater Cay, FL Community Devel. District³		5.500			05/01/2037		673,451
	2,220,000	Colonial Country Club, FL Community Devel.¹		6.400			05/01/2033		2,290,241
	3,370,000	Concorde Estates, FL Community Devel. District^3,4		5.850			05/01/2035		1,499,313
	1,245,000	Connerton West, FL Community Devel. District³		5.125			05/01/2016		472,976
	1,520,000	Copperstone, FL Community Devel. District¹		5.200			05/01/2038		1,122,444

31 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	2,685,000	Cordoba Ranch, FL Community Devel. District Special Assessment^3,4		5.550	%		05/01/2037	$	1,025,375
	405,000	Coronado, FL Community Devel. District¹		6.000			05/01/2038		385,556
	4,365,000	Creekside, FL Community Devel. District^3,4		5.200			05/01/2038		1,829,808
	875,000	Crosscreek, FL Community Devel. District¹		5.500			05/01/2017		419,300
	415,000	Crosscreek, FL Community Devel. District¹		5.600			05/01/2039		198,868
	5,690,000	Cypress Creek of Hillsborough County, FL Community Devel. District		5.350			05/01/2037		2,791,116
	1,000,000	Dade County, FL IDA (Miami Cerebral Palsy Residence)¹		8.000			06/01/2022		956,650
	10,000	Dania, FL Sales Tax¹		5.000			10/01/2025		10,001
	25,000	Destin, FL Community Redevel. Agency (Town Center Area)¹		5.300			05/01/2027		19,860
	1,815,000	Dupree Lakes, FL Community Devel. District¹		5.375			05/01/2037		1,447,481
	940,000	Durbin Crossing, FL Community Devel. District Special Assessment		5.250			11/01/2015		684,743
	10,000	Duval County, FL HFA (C.A.U. Eagles Point North/C.A.U. Cedars Obligated Group)¹		5.650			07/01/2022		9,872
	375,000	East Homestead, FL Community Devel. District³		5.000			05/01/2011		282,900
	2,400,000	East Homestead, FL Community Devel. District¹		5.375			05/01/2036		1,939,728
	1,365,000	East Homestead, FL Community Devel. District¹		5.450			11/01/2036		1,202,237
	500,000	Enclave at Black Point Marina, FL Community Devel. District		5.200			05/01/2014		401,005
	225,000	Enclave at Black Point Marina, FL Community Devel. District		5.400			05/01/2037		161,957
	710,000	Escambia County, FL Health Facilities Authority¹		5.950			07/01/2020		734,140
	10,000	Escambia County, FL Utilities Authority¹		6.250			01/01/2015		11,200
	7,470,000	Fiddler’s Creek, FL Community Devel. District No.2³		6.000			05/01/2038		2,836,359
	395,000	FL Capital Trust Agency (AHF Florida LLC)		8.125			10/01/2038		71,092
	2,550,000	FL Capital Trust Agency (American Opportunity)¹		5.875			06/01/2038		1,106,369
	5,665,000	FL Capital Trust Agency (Atlantic Hsg. Foundation)³		7.000			07/15/2032		2,837,712
	1,875,000	FL Capital Trust Agency (Atlantic Hsg. Foundation)³		8.260			07/15/2038		936,469
	10,440,000	FL COP (Dept. of Management Services)²		5.250			08/01/2028		11,121,732
	20,000	FL Correctional Private Commission (350 Bed Youthful) COP¹		5.000			08/01/2017		20,032
	235,000	FL Gateway Services Community Devel. District (Sun City Center)¹		6.500			05/01/2033		225,553
	1,750,000	FL Gulf Coast University Hsg. Finance Corp.¹		5.125			02/01/2035		1,734,320
	7,630,000	FL Island at Doral III Community Devel. District Special Assessment¹		5.900			05/01/2035		5,483,376
	1,100,000	FL Lake Ashton II Community Devel. District¹		5.375			05/01/2036		839,047
	1,000,000	FL New Port Tampa Bay Community Devel. District³		5.300			11/01/2012		307,200
	7,220,000	FL New Port Tampa Bay Community Devel. District³		5.875			05/01/2038		2,217,984
	500,000	FL Parker Road Community Devel. District		5.350			05/01/2015		264,850

32 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	485,000	FL Parker Road Community Devel. District		5.600	%		05/01/2038	$	258,035
	950,000	FL Principal One Community Devel. District¹		5.650			05/01/2035		885,353
	60,000	FL State Board of Education¹		5.000			06/01/2024		60,205
	3,945,000	Flora Ridge, FL Educational Facilities Benefit District¹		5.300			05/01/2037		3,029,997
	2,065,000	Fontainbleau Lakes, FL Community Devel. District³		6.000			05/01/2015		1,053,150
	910,000	Fontainbleau Lakes, FL Community Devel. District³		6.000			05/01/2038		452,943
	621,868	Forest Creek, FL Community Devel. District		5.450			05/01/2036		404,538
	155,000	Forest Creek, FL Community Devel. District³		5.450			05/01/2036		139,393
	10,000,000	Grand Bay at Doral, FL Community Devel. District		6.000			05/01/2017		3,799,000
	3,000,000	Grand Bay at Doral, FL Community Devel. District		6.000			05/01/2039		1,139,700
	3,580,000	Greater Lakes/Sawgrass Bay, FL Community Devel. District³		5.500			05/01/2038		1,713,460
	16,000,000	Greater Orlando, FL Aviation Authority²		5.000			10/01/2032		16,442,080
	3,645,000	Harrison Ranch, FL Community Devel. District¹		5.300			05/01/2038		2,657,715
	375,000	Hawks Point, FL Community Devel. District¹		5.300			05/01/2039		262,605
	915,000	Heritage Harbour South, FL Community Devel. District¹		6.500			05/01/2034		923,043
	195,000	Heritage Isles, FL Community Devel. District³,⁴		7.100			10/01/2023		78,378
	1,215,000	Heritage Plantation, FL Community Devel. District		5.400			05/01/2037		485,879
	10,000	Hialeah, FL Hsg. Authority¹		5.800			06/20/2033		10,284
	310,000	Highland Meadows, FL Community Devel. District Special Assessment, Series A³,⁴		5.500			05/01/2036		124,825
	785,000	Highlands, FL Community Devel. District³		5.000			05/01/2011		390,852
	5,600,000	Highlands, FL Community Devel. District^3,4		5.550			05/01/2036		2,917,376
	745,000	Hillsborough County, FL IDA (Senior Care Group)¹		6.750			07/01/2029		737,110
	25,000	Hillsborough County, FL IDA (Tampa General Hospital)¹		5.400			10/01/2028		25,252
	5,000,000	Hillsborough County, FL IDA (University Community Hospital)¹		8.000			08/15/2032		5,738,050
	875,000	Indigo, FL Community Devel. District¹		5.750			05/01/2036		499,118
	10,000	Jacksonville, FL Electric Authority (Water and Sewer)¹		5.250			10/01/2039		10,028
	35,000	Jacksonville, FL Health Facilities Authority (Daughters of Charity Health Services of Austin)¹		5.250			08/15/2027		35,114
	25,000	Jacksonville, FL Sales Tax¹		5.000			10/01/2030		25,225
	3,885,000	K-Bar Ranch, FL Community Devel. District Special Assessment³		5.450			05/01/2036		2,659,826
	5,500,000	Keys Cove, FL Community Devel. District¹		5.500			05/01/2036		4,560,765
	225,000	Lake Frances, FL Community Devel. District Special Assessment³		5.300			05/01/2037		95,999
	75,000	Lakeland, FL Hospital System (Lakeland Regional Medical Center)¹		5.250			11/15/2025		75,023
	250,000	Lakeside Landings, FL Devel. District^3,4		5.500			05/01/2038		102,425
	4,915,000	Lakewood Ranch, FL Stewardship District¹		5.500			05/01/2036		3,504,297

33 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	3,935,000	Lakewood Ranch, FL Stewardship District (Country Club East Investors)¹		5.400	%		05/01/2037	$	2,799,241
	1,000,000	Landmark at Doral, FL Community Devel. District Special Assessment^3,4		5.500			05/01/2038		319,200
	4,500,000	Lee County, FL IDA (Cypress Cove Healthpark)¹		6.750			10/01/2032		4,012,875
	500,000	Legends Bay, FL Community Devel. District		5.500			05/01/2014		373,650
	500,000	Legends Bay, FL Community Devel. District		5.875			05/01/2038		351,670
	2,020,000	Lucaya, FL Community Devel. District¹		5.375			05/01/2035		1,604,446
	2,490,000	Madeira, FL Community Devel. District		5.250			11/01/2014		1,684,834
	2,465,000	Madeira, FL Community Devel. District		5.450			05/01/2039		1,616,054
	530,000	Madison County, FL Mtg. (Twin Oaks)¹		6.000			07/01/2025		480,827
	1,775,000	Magnolia Creek, FL Community Devel. District³		5.900			05/01/2039		887,323
	1,430,000	Magnolia West, FL Community Devel. District Special Assessment¹		5.350			05/01/2037		872,028
	8,975,000	Meadow Pines, FL Community Devel. District Special Assessment¹		6.250			05/01/2034		7,729,270
	1,500,000	Meadow Woods, FL Community Devel. District Special Assessment¹		6.050			05/01/2035		789,660
	4,375,000	Mediterranea, FL Community Devel. District Special Assessment		5.600			05/01/2037		2,825,813
	2,390,000	Miami Beach, FL Health Facilities Authority (Mt. Sinai Medical Center)¹		6.800			11/15/2031		2,412,801
	50,000	Miami, FL Health Facilities Authority (Catholic Health East)¹		5.250			11/15/2028		50,296
	5,000,000	Miami-Dade County, FL Aviation⁷		5.000			10/01/2041		4,914,350
	6,440,000	Miromar Lakes, FL Community Devel. District¹		6.875			05/01/2035		5,410,566
	3,380,000	Miromar Lakes, FL Community Devel. District¹		7.375			05/01/2032		3,070,054
	3,800,000	Monterey/Congress, FL Community Devel. District Special Assessment¹		5.375			05/01/2036		3,029,436
	9,385,000	Moody River, FL Estates Community Devel. District¹		5.350			05/01/2036		5,629,592
	10,930,000	Myrtle Creek, FL Improvement District Special Assessment¹		5.200			05/01/2037		7,126,360
	190,000	Naples, FL Hospital Revenue (Naples Community Hospital)¹		5.250			10/01/2014		190,279
	580,000	Naturewalk, FL Community Devel. District		5.300			05/01/2016		359,084
	485,000	Naturewalk, FL Community Devel. District		5.500			05/01/2038		251,720
	1,800,000	Northern Palm Beach, FL Improvement District¹		5.350			08/01/2041		1,316,556
	470,000	Oak Creek, FL Community Devel. District Special Assessment¹		5.800			05/01/2035		378,839
	7,475,000	Oakland, FL Charter School¹		6.950			12/01/2032		7,348,523
	1,345,000	Oakmont Grove, FL Community Devel. District Special Assessment^3,4		5.250			05/01/2012		469,674
	500,000	Oakmont Grove, FL Community Devel. District Special Assessment^3,4		5.400			05/01/2038		174,600

34 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	300,000	Orange County, FL Health Facilities Authority (GF Orlando/CFGH Obligated Group)¹		8.875	%		07/01/2021	$	309,612
	800,000	Orange County, FL Health Facilities Authority (GF Orlando/CFGH Obligated Group)¹		9.000			07/01/2031		825,984
	10,000,000	Orange County, FL Health Facilities Authority (Nemours Foundation)²		5.000			01/01/2039		10,178,400
	250,000	Orange County, FL Health Facilities Authority (Orlando Lutheran Tower)¹		5.500			07/01/2032		217,315
	10,000,000	Orange County, FL School Board COP²		5.500			08/01/2034		10,733,500
	1,250,000	Palm Bay, FL Educational Facilities (Patriot Charter School)^3,4		7.000			07/01/2036		624,775
	125,000	Palm Beach County, FL Health Facilities Authority (Boca Raton Community Hospital)¹		5.500			12/01/2021		116,494
	25,000	Palm Beach County, FL Health Facilities Authority (Boca Raton Community Hospital)¹		5.625			12/01/2031		21,715
	2,040,000	Palm Coast Park, FL Community Devel. District Special Assessment¹		5.700			05/01/2037		1,240,708
	1,270,000	Palm Glades, FL Community Devel. District¹		4.850			05/01/2011		823,849
	2,400,000	Palm Glades, FL Community Devel. District¹		5.300			05/01/2036		1,821,240
	460,000	Palm River, FL Community Devel. District^3,4		5.150			05/01/2013		193,062
	245,000	Palm River, FL Community Devel. District^3,4		5.375			05/01/2036		102,827
	4,510,000	Palma Sola Trace, FL Community Devel. District¹		5.750			05/01/2035		3,965,598
	2,510,000	Parkway Center, FL Community Devel. District, Series A¹		6.125			05/01/2024		2,136,236
	2,205,000	Parkway Center, FL Community Devel. District, Series A¹		6.300			05/01/2034		1,737,099
	1,425,000	Pine Ridge Plantation, FL Community Devel. District³		5.400			05/01/2037		920,365
	1,500,000	Pinellas County, FL Health Facility Authority (St. Mark Village)¹		5.650			05/01/2037		1,234,710
	430,000	Poinciana West, FL Community Devel. District Special Assessment¹		6.000			05/01/2037		383,711
	25,000	Port Everglades, FL Authority, Series A¹		5.000			09/01/2016		26,226
	705,000	Port St. Lucie, FL Special Assessment (Peacock & Lowry)¹		5.350			07/01/2027		594,357
	670,000	Portico, FL Community Devel. District		5.450			05/01/2037		323,751
	2,670,000	Portofino Cove, FL Community Devel. District Special Assessment³		5.250			05/01/2012		1,067,199
	490,000	Portofino Cove, FL Community Devel. District Special Assessment³		5.500			05/01/2038		195,853
	285,000	Portofino Landings, FL Community Devel. District Special Assessment^3,4		5.200			05/01/2017		113,915
	980,000	Portofino Landings, FL Community Devel. District Special Assessment³		5.400			05/01/2038		391,706
	265,000	Portofino Springs, FL Community Devel. District Special Assessment³		5.500			05/01/2038		113,950
	6,150,000	Quarry, FL Community Devel. District¹		5.250			05/01/2016		5,034,575

35 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	405,000	Quarry, FL Community Devel. District¹		5.250	%		05/01/2036	$	251,465
	45,425,000	Quarry, FL Community Devel. District¹		5.500			05/01/2036		29,327,743
	10,840,000	Renaissance Commons, FL Community Devel. District, Series A¹		5.600			05/01/2036		8,744,411
	1,710,000	Reunion East, FL Community Devel. District		5.800			05/01/2036		961,584
	6,025,000	Reunion East, FL Community Devel. District, Series A		7.375			05/01/2033		4,329,927
	2,405,000	Reunion West, FL Community Devel. District		6.250			05/01/2036		997,714
	635,000	Ridgewood Trails, FL Community Devel. District¹		5.650			05/01/2038		333,947
	2,500,000	River Glen, FL Community Devel. District Special Assessment^3,4		5.450			05/01/2038		1,004,900
	1,165,000	Riverwood Estates, FL Community Devel. District Special Assessment^3,4		5.350			05/01/2037		208,652
	160,000	Rolling Hills, FL Community Devel. District¹		5.450			05/01/2037		99,773
	400,000	Santa Rosa Bay, FL Bridge Authority		6.250			07/01/2028		226,024
	4,535,000	Sarasota County, FL Educational Facilities (School of Arts & Sciences)¹		6.500			07/01/2040		4,544,524
	3,505,000	Sarasota County, FL Educational Facilities (School of Arts & Sciences)¹		6.750			07/01/2030		3,634,194
	16,500,000	Sarasota, FL National Community Devel. District Special Assessment³		5.300			05/01/2039		4,034,250
	2,285,000	Shingle Creek, FL Community Devel. District^3,4		6.100			05/01/2025		1,084,690
	6,340,000	Shingle Creek, FL Community Devel. District^3,4		6.125			05/01/2037		3,009,598
	2,875,000	Six Mile Creek, FL Community Devel. District		5.875			05/01/2038		933,225
	1,985,000	South Bay, FL Community Devel. District^3,4		5.125			11/01/2009		594,111
	2,750,000	South Bay, FL Community Devel. District^3,4		5.375			05/01/2013		823,075
	5,400,000	South Bay, FL Community Devel. District^3,4		5.950			05/01/2036		1,616,220
	2,885,000	St. John’s Forest, FL Community Devel. District, Series A¹		6.125			05/01/2034		2,501,901
	1,500,000	St. Johns County, FL IDA (Presbyterian Retirement)⁷		5.875			08/01/2040		1,501,680
	1,500,000	St. Johns County, FL IDA (Presbyterian Retirement)⁷		6.000			08/01/2045		1,506,705
	400,000	St. Johns County, FL IDA (St. John’s County Welfare Federation)¹		5.250			10/01/2041		298,104
	965,000	Stonebrier, FL Community Devel. District¹		5.500			05/01/2037		701,111
	845,000	Stonegate, FL Community Devel. District¹		6.000			05/01/2024		844,121
	995,000	Stonegate, FL Community Devel. District¹		6.125			05/01/2034		980,801
	2,520,000	Stoneybrook, FL South Community Devel. District		5.800			05/01/2039		1,120,039
	695,000	Summerville, FL Community Devel. District		5.500			05/01/2036		314,640
	10,000	Sunrise, FL Utility System¹		5.250			10/01/2019		10,007
	2,000,000	Sweetwater Creek, FL Community Devel. District		5.500			05/01/2038		905,180
	105,000	Tavares, FL Water & Sewer¹		5.500			10/01/2030		105,092
	2,535,000	Tern Bay, FL Community Devel. District^3,4		5.000			05/01/2015		759,740
	500,000	Tern Bay, FL Community Devel. District^3,4		5.375			05/01/2037		149,850

36 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	4,745,000	Town Center, FL at Palm Coast Community Devel. District¹		6.000	%		05/01/2036	$	3,172,554
	235,000	Turnbull Creek, FL Community Devel. District Special Assessment¹		5.250			05/01/2037		151,497
	9,135,000	Turnbull Creek, FL Community Devel. District Special Assessment¹		5.800			05/01/2035		7,315,947
	9,020,000	Two Creeks, FL Community Devel. District¹		5.250			05/01/2037		5,874,546
	5,650,000	Verandah East, FL Community Devel. District¹		5.400			05/01/2037		2,690,361
	4,380,000	Verandah, FL Community Devel District¹		5.250			05/01/2036		3,389,332
	1,050,000	Verano Center, FL Community Devel. District¹		5.375			05/01/2037		602,175
	9,105,000	Verona Walk, FL Community Devel. District¹		5.375			05/01/2037		7,003,384
	1,000,000	Villa Portofino East, FL Community Devel. District¹		5.200			05/01/2037		773,670
	2,565,000	Villa Vizcaya, FL Community Devel. District Special Assessment		5.350			05/01/2017		1,653,450
	420,000	Villa Vizcaya, FL Community Devel. District Special Assessment		5.550			05/01/2039		219,530
	1,575,000	Villages of Westport, FL Community Devel. District		5.700			05/01/2035		926,226
	6,795,000	Villagewalk of Bonita Springs, FL Community Devel. District¹		5.150			05/01/2038		4,195,845
	4,945,000	Vista, FL Community Devel. District Special Assessment¹		5.375			05/01/2037		3,711,470
	1,500,000	Waterford Estates, FL Community Devel. District Special Assessment^3,4		5.125			05/01/2013		487,050
	2,470,000	Waterford Estates, FL Community Devel. District Special Assessment^3,4		5.500			05/01/2037		802,009
	3,630,000	Watergrass, FL Community Devel. District Special Assessment¹		4.875			11/01/2010		2,936,670
	1,250,000	Watergrass, FL Community Devel. District Special Assessment¹		5.125			11/01/2014		736,875
	785,000	Watergrass, FL Community Devel. District Special Assessment¹		5.375			05/01/2039		404,220
	5,860,000	Watergrass, FL Community Devel. District Special Assessment¹		5.500			05/01/2036		3,132,580
	950,000	Waterlefe, FL Community Devel. District Golf Course³		8.125			10/01/2025		8,313
	6,605,000	Waters Edge, FL Community Devel. District¹		5.300			05/01/2036		5,105,269
	810,000	Waters Edge, FL Community Devel. District		5.350			05/01/2039		395,888
	250,000	Waters Edge, FL Community Devel. District¹		5.400			05/01/2039		123,235
	1,785,000	Waterstone, FL Community Devel. District^3,4		5.500			05/01/2018		691,509
	3,895,000	Wentworth Estates, FL Community Devel. District³		5.125			11/01/2012		1,235,884
	3,670,000	Wentworth Estates, FL Community Devel. District³		5.625			05/01/2037		1,164,491
	655,000	West Villages, FL Improvement District		5.350			05/01/2015		492,115
	4,085,000	West Villages, FL Improvement District³		5.500			05/01/2037		1,891,110
	3,425,000	West Villages, FL Improvement District		5.500			05/01/2038		1,769,287
	7,350,000	West Villages, FL Improvement District		5.800			05/01/2036		3,762,833
	4,925,000	Westridge, FL Community Devel. District^3,4		5.800			05/01/2037		1,870,023

37 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	5,840,000	Westside, FL Community Devel. District		5.650	%		05/01/2037	$	2,467,400
	690,000	World Commerce, FL Community Devel. District Special Assessment^3,4		5.500			05/01/2038		228,597
	5,345,000	World Commerce, FL Community Devel. District Special Assessment¹		6.125			05/01/2035		4,635,237
	2,800,000	World Commerce, FL Community Devel. District Special Assessment^3,4		6.500			05/01/2036		926,996
	2,250,000	Wyld Palms, FL Community Devel. District³		5.400			05/01/2015		695,475
	1,445,000	Wyld Palms, FL Community Devel. District³		5.500			05/01/2038		446,650
	450,000	Zephyr Ridge, FL Community Devel. District^3,4		5.250			05/01/2013		179,105
	990,000	Zephyr Ridge, FL Community Devel. District^3,4		5.625			05/01/2037		395,307

									420,965,461

Georgia—2.0%
	12,990,000	Atlanta, GA Devel. Authority Student Hsg. (Clark Atlanta University)¹		6.000			07/01/2036		9,259,012
	2,470,000	Atlanta, GA Devel. Authority Student Hsg. (Clark Atlanta University)¹		6.250			07/01/2036		1,822,984
	10,000	Atlanta, GA HDC (Bedford Tower)¹		6.250			01/01/2015		10,028
	1,500,000	Atlanta, GA Tax Allocation (Beltline)¹		7.500			01/01/2031		1,557,600
	255,000	Atlanta, GA Tax Allocation (Beltline)¹		7.500			01/01/2031		262,010
	1,000,000	Chatham County, GA Hospital Authority (Memorial Health University Medical Center)¹		5.375			01/01/2026		951,150
	20,000	Chatham County, GA Hospital Authority (Memorial Health University Medical Center)¹		5.500			01/01/2034		18,327
	10,000	Clark County, GA Hospital Authority (Athens Regional Medical)¹		5.250			01/01/2029		10,036
	15,000	Dalton, GA Devel. Authority (Hamilton Health Care System)¹		5.000			08/15/2028		13,794
	30,000	Dalton, GA Devel. Authority (Hamilton Health Care System/Hamilton Medical Center Obligated Group)¹		5.375			08/15/2016		30,030
	8,820,000	DeKalb County, GA Devel. Authority Public Purpose¹		5.500			12/10/2023		7,984,746
	4,000,000	DeKalb County, GA Hospital Authority (DeKalb Medical Center)¹		6.000			09/01/2030		4,100,120
	10,000	DeKalb County, GA Hsg. Authority (Spring Chase Apartments)¹		5.400			11/01/2030		10,007
	3,665,000	East Point, GA (Camp Creek), Series B¹		8.000			02/01/2026		3,729,651
	5,445,000	East Point, GA (Camp Creek), Series B¹		8.000			02/01/2026		5,541,050
	100,000	Fulton County, GA Hospital Authority (Northside Hospital)¹		5.125			10/01/2016		100,064
	10,000	Fulton County, GA Hospital Authority (Northside Hospital)¹		5.375			10/01/2012		10,019
	3,000,000	Fulton County, GA Residential Care Facilities (Lenbrook Square Foundation)¹		5.125			07/01/2042		1,892,850
	225,000	GA Hsg. and Finance Authority (Hunters Grove)¹		5.850			01/01/2017		225,407

38 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Georgia Continued
$	5,000,000	GA Main Street Natural Gas¹		5.500	%		09/15/2026	$	5,082,700
	15,000	GA Medical Center Hospital Authority (CRH/MCM/DLS/AS/WCNT/LD&M/PHS Obligated Group)¹		5.500			08/01/2019		15,136
	25,000	GA Municipal Electric Authority¹		6.600			01/01/2018		29,511
	5,000	GA Private Colleges & University Authority (Mercer University)¹		5.375			06/01/2031		4,542
	1,875,000	Northwestern Gwinnett County, GA Facilities Corp. COP (Dept. of Labor)¹		5.000			06/15/2021		1,959,263
	775,000	Northwestern Gwinnett County, GA Facilities Corp. COP (Dept. of Motor Vehicle Safety)¹		5.000			06/15/2021		809,829
	3,540,000	Northwestern Gwinnett County, GA Facilities Corp. II COP (Georgia Dept. of Driver Services)¹		5.000			06/15/2028		3,539,788
	2,200,000	Northwestern Gwinnett County, GA Facilities Corp. II COP (Georgia Dept. of Driver Services)¹		5.000			06/15/2029		2,194,544
	500,000	Savannah, GA EDA (Skidway Health & Living Services)¹		7.400			01/01/2024		509,300
	30,000	Ware County, GA Hospital Authority (Southeast Health Unit)¹		6.625			03/01/2017		30,050

									51,703,548

Hawaii—0.0%
	750,000	HI Dept. of Budget & Finance Special Purpose (15 Craigside)		9.000			11/15/2044		845,168

ldaho—0.3%
	55,000	ID Hsg. Agency (Multifamily Hsg.)¹		6.700			07/01/2024		55,075
	5,000	ID Hsg. Agency (Single Family Mtg.)¹		5.800			07/01/2025		5,005
	5,360,000	Pocatello, ID Devel. Authority Revenue Allocation Tax Increment, Series A¹		6.000			08/01/2028		4,558,734
	2,980,000	Twin Falls, ID Urban Renewal Agency, Series A¹		5.450			08/01/2022		2,692,043

									7,310,857

Illinois — 9.0%
	600,000	Annawan, IL Tax Increment (Patriot Renewable Fuels)¹		5.625			01/01/2018		469,596
	1,825,000	Bedford Park, IL Tax¹		5.125			12/30/2018		1,654,819
	3,570,000	Bourbonnais, IL Industrial (Olivet NazareneUniversity)¹		5.500			11/01/2040		3,533,300
	1,500,000	Bourbonnais, IL Industrial (Olivet NazareneUniversity)¹		6.000			11/01/2035		1,556,835
	355,000	Carol Stream, IL Tax (Geneva Crossing)¹		5.000			12/30/2021		323,476
	235,000	Chicago, IL Midway Airport, Series B¹		5.000			01/01/2035		230,603
	12,000,000	Chicago, IL O’Hare International Airport (American Airlines\AMR Corp. Obligated Group)		5.500			12/01/2030		8,956,200
	5,000,000	Chicago, IL Tax (Pilsen Redevel.)¹		6.750			06/01/2022		5,041,250
	2,400,000	Cook County, IL Community School District GO¹		7.125			06/01/2024		2,491,416
	949,000	Cortland, IL Special Tax (Sheaffer System)		5.500			03/01/2017		587,013

39 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Illinois Continued
$	168,000	Du Page County, IL Special Service Area No. 31 Special Tax (Monarch Landing)¹		5.400	%		03/01/2016	$	163,188
	320,000	Du Page County, IL Special Service Area No. 31 Special Tax (Monarch Landing)¹		5.625			03/01/2036		255,178
	1,250,000	Gilberts, IL Special Service Area No. 19 Special Tax (Conservancy)³		5.375			03/01/2016		679,263
	1,100,000	Hampshire, IL Special Service Area No. 16 (Crown Devel.-Prairie Ridge)¹		6.000			03/01/2046		754,248
	2,500,000	Hampshire, IL Special Service Area No. 17 (Crown Devel.-Oakstead)¹		6.000			03/01/2045		1,717,550
	1,500,000	Hampshire, IL Special Service Area No. 19 (Crown Devel.-Prairie Ridge East)¹		6.000			03/01/2046		1,028,520
	2,225,000	Harvey, IL GO¹		5.500			12/01/2027		2,129,014
	1,000,000	Harvey, IL GO¹		5.625			12/01/2032		958,840
	5,700,000	Harvey, IL Hotel Motel Tax & Sales (Hotel & Conference Center)¹		6.875			08/01/2028		4,525,914
	65,000	IL Devel. Finance Authority (Community Rehabilitation Providers)¹		5.700			07/01/2019		64,238
	2,200,000	IL Educational Facilities Authority (Robert Morris College)¹		5.800			06/01/2030		2,200,264
	1,920,000	IL Finance Authority (Bethel Terrace Apartments)¹		5.125			09/01/2025		1,720,378
	750,000	IL Finance Authority (Franciscan Communities)¹		5.500			05/15/2027		628,748
	750,000	IL Finance Authority (Franciscan Communities)¹		5.500			05/15/2037		565,965
	155,000	IL Finance Authority (Illinois Institute of Technology)¹		6.500			02/01/2023		169,262
	2,215,000	IL Finance Authority (Illinois Institute of Technology)¹		7.125			02/01/2034		2,453,666
	500,000	IL Finance Authority (Luther Oaks)¹		5.700			08/15/2028		423,640
	500,000	IL Finance Authority (Luther Oaks)¹		6.000			08/15/2039		420,470
	1,000,000	IL Finance Authority (Lutheran Social Services of Illinois/Vesper Management Corp. Obligated Group)¹		5.125			08/15/2028		766,530
	2,290,188	IL Finance Authority (Monarch Landing)⁸		0.586			12/01/2027		309,633
	3,893,320	IL Finance Authority (Monarch Landing)⁸		0.586			12/01/2037		526,377
	1,750,000	IL Finance Authority (Noble Network Charter Schools)¹		5.000			09/01/2027		1,329,580
	2,000,000	IL Finance Authority (Noble Network Charter Schools)¹		5.000			09/01/2031		1,452,620
	2,745,000	IL Finance Authority (Noble Network Charter Schools)¹		5.000			09/01/2032		1,972,804
	20,000,000	IL Finance Authority (Northwestern Memorial Hospital)²		6.000			08/15/2039		21,943,200
	100,000	IL Finance Authority (Northwestern Memorial Hospital)¹		6.000			08/15/2039		104,471
	10,190,000	IL Finance Authority (Provena Health)¹		7.750			08/15/2034		11,837,417
	15,000,000	IL Finance Authority (Resurrection Health Care)²		5.250			05/15/2029		15,161,250
	5,000,000	IL Finance Authority (Resurrection Health)¹		6.125			05/15/2025		5,159,850
	3,250,000	IL Finance Authority (Roosevelt University)¹		5.500			04/01/2032		3,197,220
	1,000,000	IL Finance Authority (Roosevelt University)¹		5.500			04/01/2037		968,670
	5,395,000	IL Finance Authority (Roosevelt University)¹		5.750			04/01/2024		5,588,896

40 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Illinois Continued
$	26,415,000	IL Finance Authority (Roosevelt University)¹		6.500	%		04/01/2039	$	27,804,957
	5,755,000	IL Finance Authority (Roosevelt University)¹		6.500			04/01/2044		6,033,600
	3,750,000	IL Finance Authority (Sedgebrook)⁸		6.000			11/15/2027		939,750
	10,000,000	IL Finance Authority (Sedgebrook)⁸		6.000			11/15/2037		2,506,000
	10,000,000	IL Finance Authority (Sedgebrook)⁸		6.000			11/15/2042		2,506,000
	10,645,000	IL Finance Authority (Silver Cross Hospital and Medical Centers)¹		7.000			08/15/2044		11,422,191
	4,765,000	IL Finance Authority (Swedish Covenant Hospital)¹		5.750			08/15/2029		4,820,655
	3,000,000	IL Finance Authority Student Hsg. (MJH Education Assistance)³		5.125			06/01/2035		1,650,030
	5,000,000	IL Health Facilities Authority (Covenant Retirement Communities)¹		5.625			12/01/2032		4,735,200
	60,000	IL Health Facilities Authority (Decatur Memorial Hospital)¹		5.375			11/15/2021		60,043
	60,000	IL Health Facilities Authority (EMH/EMHH/EMHS Obligated Group)¹		5.625			01/01/2028		58,662
	10,000	IL Health Facilities Authority (Holy Family Medical Center)¹		5.000			08/15/2027		9,192
	35,000	IL Health Facilities Authority (Holy Family Medical Center)¹		5.125			08/15/2022		34,760
	75,000	IL Health Facilities Authority (Loyola University)¹		5.000			07/01/2024		73,161
	15,000	IL Health Facilities Authority (Northwestern Medical Faculty Foundation)¹		5.125			11/15/2028		14,711
	80,000	IL Health Facilities Authority (Rockford Memorial Hospital/Rockford Memorial Health Services Corp. Obligated Group)¹		5.000			08/15/2021		73,910
	25,000	IL Health Facilities Authority (Sarah Bush Lincoln Health Center)¹		5.500			02/15/2016		25,034
	85,000	IL Health Facilities Authority (Sarah Bush Lincoln Health Center)¹		5.750			02/15/2022		85,060
	5,680,000	IL Health Facilities Authority (Sherman Health System)¹		5.250			08/01/2022		5,649,044
	15,415,000	IL Health Facilities Authority (Sinai Health System)²		5.100			08/15/2033		15,626,794
	70,000	Lake County, IL HFC, Series A¹		6.700			11/01/2014		70,230
	4,442,000	Lakemoor Village, IL Special Tax¹		5.000			03/01/2027		3,844,551
	2,725,000	Lincolnshire, IL Special Service Area No. 1 Special Tax (Sedgebrook)¹		6.250			03/01/2034		2,416,203
	500,000	Lombard, IL Public Facilities Corp. (Conference Center & Hotel)¹		5.500			01/01/2036		329,650
	1,455,000	Manhattan, IL Special Service Area Special Tax (Groebe Farm-Stonegate)¹		6.125			03/01/2040		736,361
	480,000	Markham, IL GO¹		5.750			02/01/2028		487,589
	1,250,000	Plano, IL Special Service Area No. 5¹		6.000			03/01/2036		1,039,125
	500,000	Southwestern IL Devel. Authority (Eden Retirement Center)¹		5.850			12/01/2036		415,655
	5,390,000	Southwestern IL Devel. Authority (Local Government Programming)¹		7.000			10/01/2022		5,155,912

41 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Illinois Continued
$	2,215,000	Southwestern IL Devel. Authority (Village of Sauget)¹		5.625	%		11/01/2026	$	1,628,091
	30,000	Springfield, IL Water¹		5.400			03/01/2015		30,097
	12,000,000	University of Illinois (Auxiliary Facilities System)²		5.750			04/01/2038		13,238,280
	1,975,000	Vernon Hills, IL Tax Increment (Town Center)¹		6.250			12/30/2026		1,738,889
	985,000	Volo Village, IL Special Service Area (Lancaster Falls)¹		5.750			03/01/2036		800,470
	3,914,000	Volo Village, IL Special Service Area (Remington Pointe)¹		6.450			03/01/2034		3,558,217
	1,800,000	Yorkville, IL United City Special Services Area Special Tax (Bristol Bay)¹		5.875			03/01/2036		1,629,450
	1,634,000	Yorkville, IL United City Special Services Area Special Tax (Raintree Village II)¹		6.250			03/01/2035		916,723

									238,185,619

Indiana—1.1%
	2,500,000	Anderson, IN Redevel. District¹		6.000			02/01/2026		2,450,650
	6,300,000	Carmel, IN Redevel. District COP¹		7.750			01/15/2030		6,522,012
	5,075,000	Carmel, IN Redevel. District COP¹		8.000			01/15/2035		5,249,580
	4,080,000	Dekalb City, IN Hospital Authority (Dekalb Memorial Hospital)¹		5.000			08/01/2016		3,800,887
	1,000,000	Hammond, IN Local Public Improvement District¹		6.500			08/15/2030		1,009,770
	1,000,000	Hammond, IN Local Public Improvement District¹		6.750			08/15/2035		1,010,560
	325,000	IN Finance Authority Educational Facilities (Irvington Community)¹		9.000			07/01/2039		388,580
	30,000	IN Health Facility Financing Authority (Community Hospital of Anderson)¹		6.000			01/01/2023		30,031
	15,000	IN Health Facility Financing Authority (Deaconess Hospital)¹		5.500			03/01/2029		15,015
	150,000	IN Health Facility Financing Authority (Kings Daughters Hospital Assoc.)¹		5.625			08/15/2027		150,096
	50,000	IN Municipal Power Agency, Series A¹		5.300			01/01/2023		50,166
	2,000,000	Indianapolis, IN Multifamily Hsg. (Stonekey Apartments)¹		7.000			02/01/2039		2,095,100
	70,000	Marion County, IN Convention & Recreational Facilities Authority¹		5.000			06/01/2027		70,032
	55,000	Marion County, IN Convention & Recreational Facilities Authority¹		5.000			06/01/2027		55,029
	4,750,000	North Manchester, IN (Estelle Peabody Memorial Home)³		7.125			07/01/2022		2,956,163
	2,250,000	Shelbyville, IN Redevel. District Tax Increment (Central Shelbyville Economic)¹		6.500			07/01/2022		2,053,080
	100,000	St. Joseph County, IN Economic Devel. (Madison Center)¹		5.500			02/15/2021		92,398

									27,999,149

42 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Iowa—2.0%
$	1,000,000	Dickinson County, IA Hsg. (Spirit Lake)		5.875	%		12/01/2036	$	810,020
	25,000	Hills, IA (Mercy Hospital)¹		5.000			08/15/2028		25,008
	750,000	IA Finance Authority (Amity Fellowserve)¹		6.500			10/01/2036		670,725
	400,000	IA Finance Authority (Boys & Girls Home and Family Services)		5.900			12/01/2028		251,988
	500,000	IA Finance Authority Retirement Community (Friendship Haven)¹		5.750			11/15/2019		497,290
	1,000,000	IA Finance Authority Retirement Community (Friendship Haven)¹		6.000			11/15/2024		964,600
	900,000	IA Finance Authority Retirement Community (Friendship Haven)¹		6.125			11/15/2032		816,534
	500,000	IA Finance Authority Senior Hsg. (Wedum Walnut Ridge)¹		5.375			06/01/2025		364,525
	525,000	IA Higher Education Loan Authority (Upper Iowa University)¹		5.750			09/01/2030		528,161
	600,000	IA Higher Education Loan Authority (Upper Iowa University)¹		6.000			09/01/2039		608,712
	7,975,000	IA Tobacco Settlement Authority¹		5.375			06/01/2038		5,720,069
	3,250,000	IA Tobacco Settlement Authority¹		5.500			06/01/2042		2,331,745
	53,520,000	IA Tobacco Settlement Authority (TASC)¹		5.625			06/01/2046		38,723,326

									52,312,703

Kansas—0.2%
	1,400,000	Hays, KS Sales Tax¹		6.000			01/01/2025		1,256,500
	95,000	La Cygne, KS Pollution Control (Kansas Gas & Electric Company)¹		5.100			03/01/2023		95,069
	731,000	Overland Park, KS Transportation Devel. District (Grass Creek)¹		4.850			09/01/2016		683,529
	2,435,000	Pittsburgh, KS Special Obligation (North Broadway Redevel.)¹		4.900			04/01/2024		1,841,444

									3,876,542

Kentucky—0.0%
	30,000	Jefferson County, KY Health Facilities (Alliant Health System)¹		5.125			10/01/2027		29,049
	75,000	Jefferson County, KY Health Facilities (University Medical Center)¹		5.250			07/01/2022		75,036
	970,000	Kenton County, KY Airport (Delta Airlines)³		8.000			12/01/2015		10
	5,000	KY EDFA (Pikeville Medical Center)¹		5.700			02/01/2028		5,002
	80,000	KY Hsg. Corp.¹		5.200			07/01/2022		81,204
	15,000	Springfield, KY Educational Devel. (St. Catherine College)¹		5.750			10/01/2035		13,928

									204,229

43 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Louisiana—3.2%
$	15,730,000	Jefferson Parish, LA Finance Authority (Single Family Mtg.)²		5.250	%		12/01/2032	$	16,566,403
	8,280,000	LA HFA (La Chateau)¹		6.875			09/01/2029		8,552,909
	5,000,000	LA HFA (La Chateau)¹		7.250			09/01/2039		5,187,950
	2,000,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.250			09/01/2018		825,940
	35,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.250			09/01/2035		14,169
	3,085,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.500			09/01/2022		1,259,420
	1,000,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		6.000			09/01/2022		885,690
	1,750,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		6.000			09/01/2027		1,456,700
	3,925,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		6.000			09/01/2035		3,080,576
	650,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		7.500			09/01/2016		611,624
	1,240,000	LA Local Government EF&CD Authority (Capital Projects and Equipment)¹		6.550			09/01/2025		1,135,704
	6,375,000	LA Local Government EF&CD Authority (Woman’s Hospital Foundation)¹		6.000			10/01/2040		6,436,328
	25,000	LA Public Facilities Authority (Dillard University)¹		5.300			08/01/2026		27,352
	13,000,000	LA Public Facilities Authority (Ochsner Clinic Foundation)¹		5.375			05/15/2043		12,109,760
	18,250,000	LA Public Facilities Authority (OLOLRMC/OLOLMC Obligated Group)¹		6.750			07/01/2039		20,083,213
	45,000	LA Public Facilities Authority (Touro Infirmary)¹		5.500			08/15/2019		42,665
	2,500,000	Lakeshore Villages, LA Master Community Devel. District		5.250			07/01/2017		1,530,675
	20,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)¹		5.000			07/15/2025		19,486
	75,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)¹		5.000			07/15/2027		64,437
	140,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)¹		5.500			07/15/2018		139,996
	290,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)¹		5.600			07/15/2025		271,576
	40,000	New Orleans, LA Public Improvement District¹		5.125			12/01/2026		40,158
	40,000	Orleans Parish, LA Parishwide School District¹		5.125			09/01/2018		40,168
	20,000	Orleans Parish, LA Parishwide School District¹		5.375			09/01/2021		20,088
	25,000	Orleans Parish, LA School Board¹		5.300			09/01/2013		25,109
	170,000	Orleans Parish, LA School Board¹		5.375			09/01/2018		170,748
	160,000	Pointe Coupee Parish, LA Pollution Control (Gulf State Utilities Company)¹		6.700			03/01/2013		160,016
	4,145,000	St. John Baptist Parish, LA (Marathon Oil Company)¹		5.125			06/01/2037		4,005,769
	500,000	St. Tammany Parish, LA Hospital Service District (St. Tammany Parish Hospital)¹		5.000			07/01/2022		490,740

									85,255,369

44 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Maryland—0.3%
$	10,000	Baltimore, MD Wastewater¹		5.125	%		07/01/2042	$	10,112
	25,000	MD EDC Student Hsg. (Allegheny College Hsg.)¹		5.750			09/01/2020		22,102
	40,000	MD EDC Student Hsg. (Allegheny College Hsg.)¹		6.000			09/01/2032		31,974
	4,900,000	MD EDC Student Hsg. (Bowie State University)¹		5.375			06/01/2033		4,140,598
	620,000	MD EDC Student Hsg. (Collegiate Hsg. Foundation)¹		5.750			06/01/2029		620,744
	520,000	MD EDC Student Hsg. (Collegiate Hsg. Foundation)¹		6.000			06/01/2030		506,433
	50,000	MD EDC Student Hsg. (Morgan State University)¹		6.000			07/01/2034		46,526
	2,000,000	MD EDC Student Hsg. (University of Maryland)¹		5.625			10/01/2023		1,517,960
	65,000	MD EDC Student Hsg. (University Village at Sheppard Pratt)¹		6.000			07/01/2033		57,226
	65,000	MD H&HEFA (Johns Hopkins Hospital)¹		5.375			07/01/2020		65,072
	979,000	Prince Georges County, MD Special District (Victoria Falls)¹		5.250			07/01/2035		802,986
	750,000	Salisbury, MD Special Obligation (Villages at Aydelotte Farm)¹		5.250			01/01/2037		462,353

									8,284,086

Massachusetts—0.3%
	100,000	MA Devel. Finance Agency (Boston Biomedical Research)¹		5.750			02/01/2029		94,405
	260,000	MA Devel. Finance Agency (Evergreen Center)¹		5.500			01/01/2035		230,399
	50,000	MA Devel. Finance Agency (Northern Berkshire Community Services)¹		6.250			08/15/2029		39,609
	50,000	MA Devel. Finance Agency (Orchard Cove)¹		5.250			10/01/2037		38,654
	1,275,000	MA Devel. Finance Agency (Pacific Rim Charter Public School)¹		5.125			06/01/2031		1,107,720
	25,000	MA H&EFA (Beverly Hospital Corp.)¹		5.250			07/01/2023		24,872
	4,500,000	MA H&EFA (Boston Medical Center)¹		5.250			07/01/2038		4,194,765
	450,000	MA H&EFA (North Adams Regional Hospital)¹		6.625			07/01/2018		435,339
	225,000	MA H&EFA (Tufts Medical Center)¹		5.000			05/15/2022		225,261
	60,000	MA H&EFA (VC/TC/FRS/VCS Obligated Group)¹		5.300			11/15/2028		54,624
	265,000	MA Industrial Finance Agency (Avon Associates)¹		5.375			04/01/2020		265,236

									6,710,884

Michigan—2.9%
	30,000	Clare County, MI Sewer Disposal System¹		5.850			11/01/2021		30,746
	680,000	Detroit, MI GO¹		5.250			04/01/2016		650,073
	10,000	Detroit, MI Local Devel. Finance Authority¹		5.500			05/01/2021		5,746
	2,250,000	Detroit, MI Sewer Disposal System¹		6.500			07/01/2024		2,528,258
	2,850,000	Detroit, MI Sewer Disposal System¹		7.500			07/01/2033		3,440,834
	170,000	Flint, MI Hospital Building Authority (Hurley Medical Center)¹		5.375			07/01/2018		166,119
	2,200,000	Grand Traverse Academy, MI Public School Academy¹		4.625			11/01/2027		1,778,612
	1,000,000	Grand Traverse Academy, MI Public School Academy¹		4.750			11/01/2032		778,890

45 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Michigan Continued
$	500,000	Grand Traverse Academy, MI Public School Academy¹		5.000	%		11/01/2022	$	449,375
	300,000	Highland Park, MI Building Authority¹		7.750			05/01/2018		321,549
	50,000	Howell, MI Public Schools¹		5.000			05/01/2025		51,188
	5,000	Kalamazoo, MI Hospital Finance Authority (Bronson Methodist Hospital)¹		5.250			05/15/2018		5,006
	1,000,000	Kent, MI Hospital Finance Authority¹		6.250			07/01/2040		940,890
	285,000	Meridian, MI EDC (Burcham Hills)¹		5.250			07/01/2026		251,521
	155,000	MI Hospital Finance Authority (BGH/ZHCC/BCCC/CEMS Obligated Group)¹		5.000			02/15/2018		154,997
	2,175,000	MI Hospital Finance Authority (Detroit Medical Center Obligated Group)¹		5.250			08/15/2027		2,014,137
	10,000	MI Hospital Finance Authority (OHC/OUH Obligated Group)¹		5.000			08/15/2018		10,011
	75,000	MI Hospital Finance Authority (OHC/OUH Obligated Group)¹		5.000			08/15/2031		75,014
	265,000	MI Hospital Finance Authority (Port Huron Hospital/Marwood Manor Nursing Home)		5.500			07/01/2015		265,776
	10,000	MI Hospital Finance Authority (Sisters of Mercy Health System)¹		5.250			08/15/2021		10,033
	14,600,000	MI Hospital Finance Authority (Trinity Health)²		6.125			12/01/2023		16,308,200
	15,000	MI Hsg. Devel. Authority (Walled Lake Villa)¹		6.000			04/15/2018		15,030
	340,000	MI John Tolfree Health System Corp.¹		6.000			09/15/2023		290,493
	20,000,000	MI Municipal Bond Authority		9.500			08/20/2010		19,993,400
	1,155,000	MI Public Educational Facilities Authority (Old Redford Academy)¹		6.000			12/01/2035		1,053,014
	11,420,428	MI Strategic Fund Limited Obligation (Wolverine Human Services)¹		5.850			08/31/2027		9,933,031
	488,500	MI Strategic Fund Limited Obligation (Wolverine Human Services)¹		7.875			08/31/2028		466,332
	1,323,000,000	MI Tobacco Settlement Finance Authority		9.838⁵			06/01/2058		13,243,230
	250,000	Monroe County, MI Hospital Finance Authority (Mercy Memorial Hospital Corp.)¹		5.500			06/01/2035		210,998
	120,000	Mount Clemens, MI Hsg. Corp. (FHA Section 8), Series A¹		6.600			06/01/2022		120,214
	40,000	Northern MI University¹		5.000			12/01/2025		40,015
	15,000	Oakland County, MI Sewer Disposal (White Lake Township)¹		6.000			05/01/2013		15,145
	400,000	Plymouth, MI Educational Center Charter School (Public School Academy)¹		5.375			11/01/2030		345,244
	1,325,000	Plymouth, MI Educational Center Charter School (Public School Academy)¹		5.625			11/01/2035		1,155,400
	405,000	Pontiac, MI Tax Increment Finance Authority¹		6.250			06/01/2022		265,761

46 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Michigan Continued
$	40,000	Royal Oak, MI Hospital Finance Authority (William Beaumont Hospital)¹		5.250	%		11/15/2031	$	38,947
	10,000	Royal Oak, MI Hospital Finance Authority (William Beaumont Hospital)¹		5.250			11/15/2035		9,581
	100,000	Wayne County, MI Building Authority		5.250			06/01/2016		100,362

									77,533,172

Minnesota—0.9%
	885,000	Columbia Heights, MN EDA Tax Increment (Huset Park Area Redevel.)¹		5.375			02/15/2032		703,823
	750,000	Minneapolis, MN Tax Increment (St. Anthony Falls)¹		5.750			02/01/2027		681,585
	11,865,000	MN HFA (Residential Hsg.)²		5.050			07/01/2034		12,112,579
	985,000	Mound, MN Hsg. & Redevel. Authority (Metroplaines)¹		5.000			02/15/2027		920,758
	1,615,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)¹		5.000			02/01/2031		1,282,455
	250,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)¹		5.375			08/01/2021		233,535
	1,500,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)¹		5.625			02/01/2031		1,294,740
	216,000	St. Paul, MN Hsg. & Redevel. Authority (Great Northern Lofts)¹		6.250			03/01/2029		190,322
	6,814,000	St. Paul, MN Hsg. & Redevel. Authority (Upper Landing)¹		7.000			03/01/2029		6,814,750
	520,000	St. Paul, MN Port Authority (Great Northern)¹		6.000			03/01/2030		482,180

									24,716,727

Mississippi—0.2%
	80,000	Gulfport, MS Hospital Facility (Memorial Hospital at Gulfport)¹		5.750			07/01/2031		80,607
	45,000	Gulfport, MS Hospital Facility (Memorial Hospital at Gulfport)¹		6.200			07/01/2018		45,072
	60,000	Lowndes County, MS Solid Waste Disposal & Pollution Control (Weyerhaeuser Company)¹		6.800			04/01/2022		64,739
	1,000,000	Meridian, MS Tax Increment (Meridian Crossroads)¹		8.750			12/01/2024		1,025,440
	5,145,000	MS Home Corp. (Valley State Student Hsg.)		5.500			12/01/2035		2,084,805
	1,900,000	MS Hospital Equipment & Facilities Authority (Southwest Mississippi Regional Medical Center)¹		5.750			04/01/2023		1,864,679

									5,165,342

Missouri—2.8%
	95,000	Bates County, MO Hospital (Bates County Memorial Hospital)¹		5.650			03/01/2021		94,998
	5,000	Bates County, MO Hospital (Bates County Memorial Hospital)¹		5.750			03/01/2031		4,636
	200,000	Belton, MO Tax Increment (Belton Town Center)¹		5.625			03/01/2025		179,310

47 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Missouri Continued
$	310,000	Branson Hills, MO Infrastructure Facilities¹		5.000	%		04/01/2013	$	299,696
	250,000	Branson Hills, MO Infrastructure Facilities¹		5.500			04/01/2027		187,923
	900,000	Branson, MO IDA (Branson Hills Redevel.)¹		5.750			05/01/2026		762,345
	365,000	Branson, MO IDA (Branson Hills Redevel.)¹		7.050			05/01/2027		330,967
	1,875,000	Branson, MO IDA (Branson Landing)¹		5.250			06/01/2021		1,627,181
	7,900,000	Branson, MO IDA (Branson Shoppe Redevel.)¹		5.950			11/01/2029		6,598,712
	675,000	Broadway-Fairview, MO Transportation Devel. District (Columbia)¹		5.875			12/01/2031		452,885
	400,000	Chillicothe, MO Tax Increment (South U.S. 65)¹		5.500			04/01/2021		367,788
	400,000	Chillicothe, MO Tax Increment (South U.S. 65)¹		5.625			04/01/2027		345,636
	250,000	Cottleville, MO COP		5.100			08/01/2023		238,740
	300,000	Cottleville, MO COP		5.125			08/01/2026		275,841
	60,000	Fenton, MO Tax Increment (Dierbergs)¹		7.000			10/01/2015		60,133
	855,000	Hawk Ridge, MO Transportation Devel. District¹		4.650			02/01/2017		704,340
	3,840,000	Hawk Ridge, MO Transportation Devel. District¹		5.000			02/01/2030		2,309,376
	13,500,000	Hazelwood, MO Transportation Devel. District (370/ Missouri Bottom Road/Tausig Road)¹		7.200			05/01/2033		13,127,670
	2,575,000	Independence, MO 39th Street Transportation¹		6.875			09/01/2032		2,547,422
	1,245,000	Kansas City, MO Tax Increment (Briarcliff West)¹		5.150			06/01/2016		1,209,269
	1,250,000	Kansas City, MO Tax Increment (Briarcliff West)¹		5.400			06/01/2024		1,090,488
	3,210,000	Kansas City, MO Tax Increment (Southtown)¹		6.000			03/01/2017		3,133,249
	550,000	Lees Summit, MO IDA (Kensington Farms)¹		5.500			03/01/2021		496,238
	250,000	Lees Summit, MO IDA (Kensington Farms)¹		5.750			03/01/2029		208,903
	1,025,000	Liberty, MO Tax Increment (Liberty Triangle)¹		5.875			10/01/2029		910,128
	2,100,000	Maplewood, MO Tax (Maplewood South Redevel.)¹		5.750			11/01/2026		1,864,086
	355,000	MO Grindstone Plaza Transportation Devel. District¹		5.500			10/01/2031		246,161
	10,000	MO H&EFA (FHS/FNH Obligated Group)		5.375			02/15/2014		10,028
	10,280,678	MO Hanley/Eager Road Transportation Devel. District, Series A		7.750⁵			12/01/2023		3,739,185
	20,000	MO HDC (Single Family Mtg.)¹		5.550			03/01/2029		20,016
	240,000	Northwoods, MO Transportation Devel. District¹		5.850			02/01/2031		193,330
	1,675,000	Osage Beach, MO Tax Increment (Prewitts Point)¹		4.800			05/01/2016		1,589,039
	1,500,000	Osage Beach, MO Tax Increment (Prewitts Point)¹		5.000			05/01/2023		1,267,470
	350,000	Ozark Centre, MO Transportation Devel. District¹		5.375			09/01/2032		284,155
	1,500,000	Raymore, MO Tax Increment¹		5.375			03/01/2020		1,224,030
	2,750,000	Raymore, MO Tax Increment¹		5.625			03/01/2028		1,970,018
	2,500,000	Richmond Heights, MO Tax Increment & Transportation Sales Tax¹		5.625			11/01/2025		2,245,400
	7,750,000	St. Joseph, MO IDA (Living Community of St. Joseph)¹		7.000			08/15/2032		7,480,300
	1,000,000	St. Joseph, MO IDA, Series B¹		5.375			11/01/2023		936,370

48 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Missouri Continued
$	905,000	St. Joseph, MO IDA, Series B¹		5.500	%		11/01/2027	$	827,613
	995,000	St. Louis, MO IDA (Southtown Redevel.)¹		5.125			05/01/2026		810,328
	481,000	St. Louis, MO Tax Increment (1505 Missouri Avenue Redevel.)		6.000			08/04/2025		371,154
	852,000	St. Louis, MO Tax Increment (1601 Washington Redevel.)¹		6.000			08/21/2026		645,867
	1,879,000	St. Louis, MO Tax Increment (1619 Washington Redevel.)¹		5.500			03/09/2027		1,335,086
	662,000	St. Louis, MO Tax Increment (Pet Building Redevel.)		5.500			05/29/2028		459,276
	545,000	St. Louis, MO Tax Increment (Printers Lofts)		6.000			08/21/2026		413,143
	803,000	St. Louis, MO Tax Increment (Washington East Condominiums)¹		5.500			01/20/2028		557,226
	500,000	St. Louis, MO Tax Increment (Washington East Condominiums)¹		5.500			01/20/2028		346,965
	1,080,000	St. Louis, MO Tax Increment Financing (Ludwig Lofts)¹		6.690			04/21/2029		855,112
	373,000	St. Louis, MO Tax Increment Financing, Series A		5.500			09/02/2028		257,169
	3,261,000	St. Louis, MO Tax Increment, Series A¹		6.600			01/21/2028		2,575,603
	620,000	Stone Canyon, MO Improvement District (Infrastructure)¹		5.700			04/01/2022		507,724
	320,000	Stone Canyon, MO Improvement District (Infrastructure)¹		5.750			04/01/2027		242,976
	435,000	Suemandy, MO Mid-Rivers Community Improvement District¹		7.000			10/01/2019		441,695
	950,000	Suemandy, MO Mid-Rivers Community Improvement District¹		7.500			10/01/2029		964,298
	35,000	University of Missouri (System Facilities)¹		5.000			11/01/2018		35,126
	1,000,000	University Place, MO Transportation Devel. District¹		5.000			03/01/2026		778,560
	2,500,000	University Place, MO Transportation Devel. District¹		5.000			03/01/2032		1,788,650

									74,847,033

Montana—0.3%
	11,070,000	Hardin, MT Tax Increment Industrial Infrastructure Devel. (Rocky Mountain Power)¹		0.000⁶			09/01/2031		6,412,851
	375,000	MT Facilities Finance Authority (St. John’s Lutheran)¹		6.000			05/15/2025		341,708

									6,754,559

Nebraska—0.9%
	2,915,000	NE Educational Facilities Authority (Midland Lutheran College)¹		5.600			09/15/2029		2,482,676
	1,150,000	NE Educational Finance Authority (Concordia University)¹		5.000			10/01/2037		951,430
	16,460,000	Omaha, NE Public Facilities Corp. (Baseball Stadium)²		5.000			06/01/2036		17,323,327
	2,200,000	Santee Sioux Nation, NE Tribal Health Care (Indian Health Service)¹		8.750			10/01/2020		2,239,226
	40,000	Scotts Bluff County, NE Hospital Authority (Regional West Medical Center)¹		5.250			11/15/2028		40,011

									23,036,670

49 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Nevada—2.6%
$	15,000,000	Clark County, NV Airport²		5.750	%		07/01/2042	$	16,039,650
	2,000,000	Clark County, NV Airport¹		5.750			07/01/2042		2,138,620
	325,000	Clark County, NV Improvement District¹		5.000			02/01/2026		241,118
	260,000	Clark County, NV Improvement District¹		5.050			02/01/2031		179,387
	20,000,000	Clark County, NV Water Reclamation District²		5.250			07/01/2038		21,272,600
	5,105,000	Director of the State of NV Dept. of Business & Industry (Las Vegas Monorail)		6.850⁵			01/01/2019		758,705
	1,000,000	Director of the State of NV Dept. of Business & Industry (Las Ventanas Retirement)^3,4		7.000			11/15/2034		534,410
	1,155,000	Las Vegas, NV Local Improvement Bonds¹		6.250			06/01/2024		1,032,766
	6,200,000	Las Vegas, NV Paiute Tribe, Series A¹		6.625			11/01/2017		5,306,332
	1,615,000	Las Vegas, NV Special Improvement District (Sumerlin Village)¹		5.875			06/01/2021		1,347,540
	9,270,000	Las Vegas, NV Special Improvement District (Sumerlin Village)¹		6.125			06/01/2031		6,856,185
	90,000	Mesquite, NV Special Improvement District (Canyon Creek)¹		5.200			08/01/2016		75,800
	135,000	Mesquite, NV Special Improvement District (Canyon Creek)¹		5.250			08/01/2017		109,785
	280,000	Mesquite, NV Special Improvement District (Canyon Creek)¹		5.300			08/01/2018		223,572
	610,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)¹		5.850			08/01/2018		579,726
	1,000,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)¹		6.000			08/01/2023		897,430
	535,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)¹		6.000			08/01/2027		459,972
	755,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)¹		6.150			08/01/2037		614,079
	25,000	Reno, NV Capital Improvement¹		5.125			06/01/2026		24,824
	3,280,000	Sparks, NV Redevel. Agency (Redevel Area No. 2)¹		6.400			06/01/2020		3,168,414
	7,420,000	Sparks, NV Redevel. Agency (Redevel Area No. 2)¹		6.700			06/01/2028		6,819,945

									68,680,860

New Hampshire—2.3%
	305,000	Manchester, NH Hsg. & Redevel. Authority, Series B		5.650⁵			01/01/2029		66,765
	3,220,000	Manchester, NH Hsg. & Redevel. Authority, Series B		5.700⁵			01/01/2030		643,034
	495,000	Manchester, NH Hsg. & Redevel. Authority, Series B		6.000⁵			01/01/2023		184,204
	1,000,000	Manchester, NH Hsg. & Redevel. Authority, Series B¹		6.750			01/01/2015		989,810
	500,000	NH Business Finance Authority (Huggins Hospital)¹		6.875			10/01/2039		510,110
	120,000	NH H&EFA (Catholic Medical Center)¹		6.125			07/01/2032		120,758
	4,010,000	NH H&EFA (Franklin Pierce College)¹		6.050			10/01/2034		3,353,403
	21,000,000	NH H&EFA (LRG Healthcare)²		7.000			04/01/2038		24,173,940

50 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

New Hampshire Continued
$	22,000,000	NH H&EFA (LRGHealthcare)²		5.500	%		10/01/2034	$	23,079,980
	1,235,000	NH H&EFA (LRGHealthcare)¹		5.500			10/01/2034		1,295,626
	1,980,000	NH H&EFA (Portsmouth Christian Academy)¹		5.750			07/01/2023		1,660,210
	6,115,000	NH H&EFA (Portsmouth Christian Academy)¹		5.850			07/01/2033		4,660,242
	40,000	NH H&EFA (St. Joseph Hospital/Youville House/Cove)¹		5.500			07/01/2034		40,236
	1,205,000	NH HE&HFA (Franklin Pierce College)¹		5.300			10/01/2028		949,179

									61,727,497

New Jersey—3.7%
	5,610,000	NJ Health Care Facilities Financing Authority (Deborah Heart & Lung Center)¹		6.300			07/01/2023		5,185,099
	10,510,000	NJ Tobacco Settlement Financing Corp.¹		4.625			06/01/2026		8,660,030
	22,275,000	NJ Tobacco Settlement Financing Corp.¹		4.750			06/01/2034		15,784,288
	74,740,000	NJ Tobacco Settlement Financing Corp.¹		5.000			06/01/2029		59,487,061
	11,300,000	NJ Tobacco Settlement Financing Corp.¹		5.000			06/01/2041		7,447,717

									96,564,195

New Mexico—0.5%
	1,495,000	Cabezon, NM Public Improvement District¹		6.300			09/01/2034		1,323,434
	6,455,000	Eldorado, NM Area Water and Sanitation District¹		6.000			02/01/2023		5,858,042
	20,000	Farmington, NM Hospital (San Juan Medical Center/Interface, Inc. Obligated Group)¹		5.000			06/01/2016		20,017
	500,000	Mariposa East, NM Public Improvement District¹		6.000			09/01/2032		391,920
	300,000	Montecito Estates, NM Public Improvement District¹		7.000			10/01/2037		267,810
	3,380,000	NM Educational Assistance Foundation¹		5.900			09/01/2031		3,396,359
	25,000	NM Finance Authority (Workers Compensation Administration Building)¹		5.600			09/01/2014		25,077
	1,925,000	NM Trails Public Improvement District¹		7.750			10/01/2038		1,775,870
	5,000	Santa Fe, NM Educational Facilities (St. John’s College)¹		5.500			03/01/2024		5,000
	100,000	Santa Fe, NM Educational Facilities (St. John’s College)¹		5.500			03/01/2024		95,304

									13,158,833

New York—1.2%
	19,665,000	NYC GO²		5.375			04/01/2036		21,434,035
	10,000,000	NYS DA (St. Mary’s Hospital for Children)^1,7		7.875			11/15/2041		10,160,400

									31,594,435

North Carolina—0.0%
	20,000	NC Eastern Municipal Power Agency, Series B¹		6.250			01/01/2023		20,036
	20,000	NC Medical Care Commission (ARC/HDS Alamance Hsg. Corp.)¹		5.800			10/01/2034		20,265
	625,000	NC Medical Care Commission Retirement Facilities (Village at Brookwood)¹		5.250			01/01/2032		483,050

									523,351

51 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

North Dakota—0.0%
$	25,000	Parshall, ND Water¹		5.500	%		09/01/2024	$	25,009
	40,000	Williston, ND Water Utility¹		5.100			05/01/2013		40,108

									65,117

Ohio—6.1%
	3,440,000	Bowling Green, OH Student Hsg. (CFP I-Bowling Green State University)¹		5.750			06/01/2031		3,419,050
	2,250,000	Bowling Green, OH Student Hsg. (CFP I-Bowling Green State University)¹		6.000			06/01/2045		2,243,250
	5,000,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		0.000⁶			06/01/2037		3,262,150
	13,980,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.125			06/01/2024		11,723,069
	175,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.375			06/01/2024		150,595
	7,690,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.750			06/01/2034		5,755,350
	10,610,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.875			06/01/2030		8,376,171
	9,275,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.875			06/01/2047		6,573,656
	9,750,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		6.000			06/01/2042		7,232,843
	56,620,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		6.500			06/01/2047		44,113,774
	970,100,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)		7.251⁵			06/01/2047		27,997,086
	743,000,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)		7.501⁵			06/01/2052		14,064,990
	2,165,000	Centerville, OH Health Care (Bethany Lutheran Village)¹		6.000			11/01/2038		1,914,141
	40,000	Cleveland, OH Airport System		5.000			01/01/2031		40,020
	190,000	Cleveland, OH Rock Glen Hsg. Assistance Corp. (Ambleside Apartments)¹		7.000			06/01/2018		190,025
	15,000	Cuyahoga County, OH Hospital (Metro Health System)¹		5.500			02/15/2027		15,000
	700,000	Erie County, OH Hospital Facilities (Firelands Regional Medical Center)¹		5.000			08/15/2036		605,045
	5,950,000	Erie County, OH Hospital Facilities (Firelands Regional Medical Center)¹		5.250			08/15/2046		5,190,245
	295,000	Glenwillow Village, OH GO¹		5.875			12/01/2024		309,045
	25,000	Greene County, OH Economic Devel. (YMCA)¹		6.000			12/01/2023		18,929
	1,500,000	Greene County, OH University Hsg. (Central State University)¹		5.625			09/01/2032		1,029,645

52 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Ohio Continued
$	1,620,000	Grove City, OH Tax Increment Financing¹		5.125	%		12/01/2016	$	1,500,509
	2,500,000	Grove City, OH Tax Increment Financing¹		5.375			12/01/2031		1,821,200
	1,105,000	Jeffrey Place, OH New Community Authority (Jeffrey Place Redevel.)¹		5.000			12/01/2022		853,756
	150,000	Lucas County, OH Health Care Facilities (Sunset Retirement Communities)¹		6.625			08/15/2030		151,199
	10,000	Muskingum County, OH Hospital Facilities (BHA/Careserve/PP/SSNH/BHC/BCG/Carelife/BCC Obligated Group)¹		5.400			12/01/2016		10,011
	4,500,000	OH Higher Education Facility Commission (Ashland University)¹		6.250			09/01/2024		4,573,710
	3,075,000	Port of Greater Cincinnati, OH Devel. Authority (Public Parking Infrastructure)¹		6.300			02/15/2024		2,204,744
	5,860,000	Port of Greater Cincinnati, OH Devel. Authority (Public Parking Infrastructure)¹		6.400			02/15/2034		3,798,569
	655,000	Summit County, OH Port Authority (Twinsburg Township)¹		5.125			05/15/2025		572,712
	665,000	Toledo-Lucas County, OH Port Authority (Town Square at Levis Commons)¹		5.400			11/01/2036		631,012

									160,341,501

Oklahoma—0.4%
	15,000	Grady County, OK Industrial Authority (Correctional Facilities)¹		6.000			11/01/2029		14,565
	500,000	Grady County, OK Industrial Authority (Correctional Facilities)		7.800			11/01/2014		394,010
	4,000,000	Langston, OK EDA (Langston University)¹		5.000			05/01/2030		3,692,560
	5,575,000	Langston, OK EDA (Langston University)¹		5.000			05/01/2035		5,012,538
	770,000	Langston, OK EDA (Langston University)¹		5.250			05/01/2026		771,825
	20,000	Texas County, OK Devel Authority Student Hsg. (OPSU-Goodwell)¹		5.450			11/01/2034		17,063

									9,902,561

Oregon—0.0%
	25,000	Clackamas County, OR Hospital Facility Authority (Williamette Falls Hospital)¹		6.000			04/01/2019		25,141
	10,000	OR GO (Elderly & Disabled Hsg.)¹		5.500			08/01/2026		10,029
	10,000	OR GO (Veterans Welfare)¹		5.250			10/01/2042		10,086
	40,000	OR GO (Veterans Welfare)¹		6.000			04/01/2032		40,034
	100,000	OR Health & Science University, Series A¹		5.250			07/01/2028		100,017
	25,000	OR Hsg. & Community Services Dept. (Single Family Mtg.)¹		6.400			07/01/2018		25,053

									210,360

53 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Pennsylvania—1.5%
$	15,000,000	Allegheny County, PA HDA (WPAHS/AG/Forbes Health System/WPH/WPAON Obligated Group)¹		5.000	%		11/15/2028	$	11,877,900
	75,000	Blair County, PA IDA (The Village at Penn State Retirement Community)³		6.900			01/01/2022		60,343
	500,000	Chester County, PA H&EFA (Chester County Hospital)¹		6.750			07/01/2031		502,365
	1,000,000	Cumberland County, PA Municipal Authority (Diakon Lutheran Ministries)¹		5.000			01/01/2036		882,200
	500,000	Luzerne County, PA IDA¹		7.500			12/15/2019		501,435
	500,000	Luzerne County, PA IDA¹		7.750			12/15/2027		504,165
	5,000,000	Montgomery County, PA IDA¹		5.750			08/01/2030		5,270,350
	25,000	Northumberland County, PA IDA (NHS Youth Services)¹		5.500			02/15/2033		19,135
	3,675,000	Northumberland County, PA IDA (NHS Youth Services)¹		7.750			02/15/2029		3,732,110
	2,230,000	PA EDFA (Northwestern Human Services)¹		5.250			06/01/2028		1,809,355
	5,000,000	PA HEFA (MCP/HUHS/AUS Obligated Group)¹		5.875			11/15/2016		5,000,500
	3,500,000	PA HEFA (MCP/HUHS/AUS Obligated Group)¹		5.875			11/15/2021		3,430,455
	1,000,000	Philadelphia, PA H&HEFA (Centralized Comprehensive Human Services)¹		7.250			01/01/2021		995,450
	4,750,000	Philadelphia, PA H&HEFA (Temple University Hospital)¹		6.625			11/15/2023		4,750,000

									39,335,763

Rhode Island—0.4%
	5,000,000	Central Falls, RI Detention Facility¹		7.250			07/15/2035		4,333,550
	50,000	Providence, RI HDC (Barbara Jordan Apartments)¹		6.750			07/01/2025		50,075
	25,000	Providence, RI Public Building Authority¹		5.400			12/15/2012		25,093
	110,000	RI Health & Educational Building Corp. (Johnson & Wales University)¹		6.100			04/01/2026		110,084
	40,000	RI Hsg. & Mtg. Finance Corp. (Homeownership Opportunity)¹		6.500			04/01/2027		40,058
	33,305,000	RI Tobacco Settlement Financing Corp. (TASC)		6.125⁵			06/01/2052		465,937
	211,125,000	RI Tobacco Settlement Financing Corp. (TASC)		6.580⁵			06/01/2052		3,274,549
	10,375,000	RI Tobacco Settlement Financing Corp. (TASC)		6.750⁵			06/01/2052		121,388
	1,400,000	Tiverton, RI Special Obligation Tax (Mount Hope Bay Village)¹		6.875			05/01/2022		1,393,672

									9,814,406

South Carolina—1.3%
	500,000	Allendale County, SC School District Energy Savings Special Obligation¹		8.500			12/01/2018		528,895
	30,000	Charleston County, SC (Care Alliance Health Services)¹		5.000			08/15/2019		30,179
	45,000	Edgefield County, SC Water and Sewer Authority¹		5.000			01/01/2028		43,875
	35,000	Horry County, SC Hospital Facilities (Conway Hospital)¹		5.000			07/01/2028		31,976
	1,240,000	Lancaster County, SC (Edenmoor Improvement District)³		5.375			12/01/2016		408,828
	1,460,000	Lancaster County, SC (Edenmoor Improvement District)³		5.750			12/01/2037		481,362

54 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

South Carolina Continued
$	1,955,000	Lancaster County, SC (Sun City Carolina Lakes)¹		5.450	%		12/01/2037	$	1,565,955
	8,565,000	Lee County, SC School Facilities, Series 2006¹		6.000			12/01/2027		8,814,670
	35,000	Piedmont, SC Municipal Power Agency¹		5.000			01/01/2018		35,048
	15,000	Piedmont, SC Municipal Power Agency¹		5.000			01/01/2022		15,011
	5,838,000	Richland County, SC Assessment Revenue (Village at Sandhill Improvement District)¹		6.200			11/01/2036		4,745,185
	600,000	SC Connector 2000 Assoc. Toll Road, Series B		5.535⁵			01/01/2020		57,000
	6,565,000	SC Connector 2000 Assoc. Toll Road, Series B		5.781⁵			01/01/2021		588,881
	11,240,000	SC Connector 2000 Assoc. Toll Road, Series B		6.697⁵			01/01/2026		753,080
	5,285,000	SC Educational Facilities Authority (Benedict College)¹		5.600			07/01/2022		4,447,169
	2,320,000	SC Educational Facilities Authority (Benedict College)¹		5.625			07/01/2031		1,762,643
	550,000	SC Educational Facilities Authority (Southern Wesleyan University)¹		5.750			03/01/2029		536,492
	45,000	SC Hsg. Finance & Devel. Authority, Series A-1¹		5.300			07/01/2031		45,018
	2,500,000	SC Jobs-EDA (Coastal Hsg. Foundation)¹		6.250			04/01/2035		2,591,475
	2,000,000	SC Jobs-EDA (Coastal Hsg. Foundation)¹		6.500			04/01/2042		2,096,260
	2,750,000	SC Jobs-EDA (Lutheran Homes)¹		5.500			05/01/2028		2,446,620
	935,000	SC Jobs-EDA (Palmetto Health)¹		5.375			08/01/2022		975,869
	2,000,000	SC Jobs-EDA (Palmetto Health)¹		5.500			08/01/2026		2,028,920
	30,000	SC State Budget & Control Board (Harden Street Facilities)¹		6.000			12/01/2011		30,120

									35,060,531

South Dakota—0.0%
	10,000	SD H&EFA (Prairie Lakes Health Care System)¹		5.650			04/01/2022		10,004

Tennessee—1.3%
	5,000	Jackson, TN Health Educational & Hsg. Facilities Board (Lambuth University)¹		5.900			09/01/2015		5,006
	15,000	Johnson City, TN H&EFB (Johnson City Medical Center)¹		5.250			07/01/2028		15,118
	5,000,000	TN Energy Acquisition Corp.¹		5.000			02/01/2022		5,035,700
	8,400,000	TN Energy Acquisition Corp., Series B¹		5.625			09/01/2026		8,085,756
	9,810,000	TN Energy Acquisition Gas Corp.¹		5.000			02/01/2023		9,817,259
	5,000,000	TN Energy Acquisition Gas Corp.¹		5.000			02/01/2025		4,961,800
	5,000,000	TN Energy Acquisition Gas Corp.¹		5.250			09/01/2026		5,018,650

									32,939,289

Texas—10.4%
	1,305,000	Anson, TX Education Facilities Corp. Student Hsg. (University of Texas/Waterview Park)¹		5.100			01/01/2034		887,687
	19,705,000	Austin, TX Independent School District²		5.000			08/01/2033		20,967,672
	6,035,000	Beasley, TX Higher Education Finance Corp., Series A¹		5.125			12/01/2034		5,164,331

55 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Texas Continued
$	3,090,000	Bexar County, TX HFC (American Opportunity Hsg.-Nob Hill Apartments)		6.000	%		06/01/2021	$	2,355,414
	6,625,000	Bexar County, TX HFC (American Opportunity Hsg.-Nob Hill Apartments)		6.000			06/01/2031		4,396,483
	5,765,000	Bexar County, TX HFC (American Opportunity Hsg.-Waterford/Kingswood)¹		7.000			12/01/2036		5,517,797
	400,000	Bexar County, TX HFC (Doral Club)¹		8.750			10/01/2036		287,100
	40,000	Brazoria County, TX Municipal Utility District No. 18¹		5.300			09/01/2028		39,313
	20,000	Brazos County, TX HFDC (Franciscan Services Corp.)¹		5.375			01/01/2032		20,002
	60,000	Collin County, TX HFC (Community College District Foundation)¹		5.250			06/01/2031		35,293
	5,000	Cypress Hill, TX Municipal Utility District No. 1¹		5.250			09/01/2025		5,000
	25,000	Dallas-Fort Worth, TX International Airport Facility¹		5.200			01/15/2031		25,012
	18,550,000	Dallas-Fort Worth, TX International Airport Facility (American Airlines)		6.000			11/01/2014		17,437,928
	700,000	Danbury, TX Higher Education Finance Corp. (Island Foundation)¹		6.250			02/15/2036		622,034
	7,650,000	Donna, TX GO¹		6.250			02/15/2037		5,919,264
	255,000	El Paso County, TX HFC (American Village Communities), Series A¹		6.250			12/01/2020		255,905
	335,000	El Paso County, TX HFC (El Paso American Hsg. Foundation), Series A¹		6.375			12/01/2032		315,798
	5,390,000	Escondido, TX Public Improvement District (Horseshoe Bay)¹		7.250			10/01/2033		5,120,554
	20,000	Harris County, TX HFDC (Texas Children’s Hospital)¹		5.250			10/01/2029		20,265
	45,000	Harris County-Houston, TX Sports Authority¹		5.000			11/15/2025		44,998
	16,000,000	Houston, TX Airport System, Series A²		5.500			07/01/2039		17,215,360
	2,345,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)¹		6.000			07/01/2022		1,987,130
	1,530,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)¹		6.000			07/01/2025		1,244,288
	770,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)¹		6.000			07/01/2032		581,219
	2,900,000	Lufkin, TX Health Facilities Devel. Corp. (Memorial Health System of East Texas)¹		6.250			02/15/2037		2,943,935
	700,000	Maverick County, TX GO COP¹		8.750			03/01/2034		711,249
	2,350,000	Maverick County, TX GO COP¹		8.750			03/01/2034		2,370,210
	12,000,000	McLennan County, TX Public Facility Corp.¹		6.625			06/01/2035		13,138,200
	230,000	Midlothian, TX Devel. Authority Tax Increment¹		5.125			11/15/2026		205,390
	75,000	Mission, TX EDC¹		6.600			01/01/2020		75,248
	12,000,000	North Central TX HFDC (Children’s Medical Center)²		5.750			08/15/2039		12,612,360
	15,000	North TX Tollway Authority (Dallas North Tollway System)¹		5.000			01/01/2023		15,010
	50,000	Port of Corpus Christi, TX (Union Pacific Corp.)¹		5.350			11/01/2010		50,062
	50,000	Richardson, TX Hospital Authority (Baylor/Richardson)¹		5.625			12/01/2028		47,081

56 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Texas Continued
$	3,695,000	Sabine, TX River Authority Pollution Control (TXU Electric Company)		6.150	%		08/01/2022	$	1,911,091
	16,000,000	Tarrant County, TX Cultural Education Facilities Finance Corp. (Baylor Health Care System)²		6.250			11/15/2029		17,977,440
	980,000	Tom Green County, TX HFDC (Shannon Health System/Shannon Medical Center)¹		6.750			05/15/2021		1,002,628
	2,500,000	Tomball, TX Hospital Authority (Tomball Regional Hospital)		5.000			07/01/2020		2,433,200
	20,000	Tomball, TX Hospital Authority (Tomball Regional Hospital)¹		6.000			07/01/2025		19,960
	25,000	Tomball, TX Hospital Authority (Tomball Regional Hospital)¹		6.000			07/01/2029		24,446
	6,958,000	Trophy Club, TX Public Improvement (Highlands Trophy Club)¹		7.750			10/01/2037		6,528,552
	110,000	TX Dormitory Finance Authority (Temple Junior College Foundation)		5.750			09/01/2027		66,673
	485,000	TX Dormitory Finance Authority (Temple Junior College Foundation)		6.000			09/01/2033		293,672
	10,000,000	TX Multifamily Housing Options (Affordable Hsg.)		0.580⁹			01/01/2039		3,243,000
	1,990,000	TX Municipal Gas Acquisition & Supply Corp.¹		1.810⁹			12/15/2026		1,423,387
	95,000,000	TX Municipal Gas Acquisition & Supply Corp.²		6.250			12/15/2026		102,565,800
	545,000	TX Panhandle HFA (Amarillo Affordable Hsg.)^3,4		6.625			03/01/2020		273,399
	3,065,000	TX Panhandle HFA (Amarillo Affordable Hsg.)^3,4		6.750			03/01/2031		1,538,324
	3,000,000	TX Private Activity Bond Surface Transportation Corp.¹		7.000			06/30/2040		3,134,460
	1,750,000	TX Public Finance Authority Charter School Finance Corp. (Cosmos Foundation)¹		6.000			02/15/2030		1,780,450
	660,000	TX Public Finance Authority Charter School Finance Corp. (Ed-Burnham Wood)¹		6.250			09/01/2036		603,920
	2,400,000	Tyler, TX HFDC (Mother Frances Hospital Regional Health Care Center)¹		5.000			07/01/2033		2,152,536
	4,205,000	Wichita County, TX HFDC (Wichita Falls Retirement Foundation)¹		6.250			01/01/2028		3,868,306

									273,475,836

U.S. Possessions—3.1%
	40,000	Guam GO¹		5.400			11/15/2018		39,725
	13,620,000	Puerto Rico Aqueduct & Sewer Authority¹		6.000			07/01/2038		14,260,821
	5,000,000	Puerto Rico Commonwealth GO¹		5.250			07/01/2032		5,041,500
	10,000,000	Puerto Rico Commonwealth GO¹		6.000			07/01/2039		10,627,000
	5,000,000	Puerto Rico Commonwealth GO¹		6.500			07/01/2037		5,551,250
	1,120,000	Puerto Rico Highway & Transportation Authority¹		5.500			07/01/2023		1,190,896
	65,000	Puerto Rico Infrastructure¹		5.000			07/01/2041		62,670
	850,000	Puerto Rico Infrastructure¹		5.500			07/01/2024		925,676
	8,000,000	Puerto Rico Infrastructure		7.075⁵			07/01/2030		2,240,800
	8,000,000	Puerto Rico Public Buildings Authority¹		5.625			07/01/2039		8,202,480

57 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

U.S. Possessions Continued
$	7,550,000	Puerto Rico Public Buildings Authority¹		6.250	%		07/01/2026	$	8,207,907
	1,000,000	Puerto Rico Public Buildings Authority¹		6.250			07/01/2031		1,134,950
	1,500,000	Puerto Rico Sales Tax Financing Corp., Series A¹		6.500			08/01/2044		1,667,250
	14,000,000	Puerto Rico Sales Tax Financing Corp., Series A		6.530⁵			08/01/2047		1,394,820
	50,000,000	Puerto Rico Sales Tax Financing Corp., Series A		7.280⁵			08/01/2034		10,996,500
	3,200,000	Puerto Rico Sales Tax Financing Corp., Series C¹		6.000			08/01/2039		3,465,184
	7,100,000	Puerto Rico Sales Tax Financing Corp., Series C¹		6.000			08/01/2042		7,630,938

									82,640,367

Utah—0.1%
	285,000	Utah County, UT Charter School (Lincoln Academy)¹		5.875			06/15/2037		243,039
	275,000	Utah County, UT Charter School (Renaissance Academy)¹		5.625			07/15/2037		226,287
	1,500,000	West Valley City, UT Sewer (East Hollywood High School)¹		5.625			06/15/2037		1,211,745

									1,681,071

Vermont—0.0%
	30,000	VT E&HBFA (Mary Hitchcock Memorial Hospital/Cooley Dickenson Hospital Obligated Group)		5.000			11/15/2022		30,005
	85,000	VT EDA (Wake Robin Corp.)¹		6.300			03/01/2033		84,781
	790,524	VT Educational & Health Buildings Financing Agency (Marlboro College)¹		2.779			04/01/2019		630,285
	125,000	VT Student Assistance Corp.¹		5.000			03/01/2026		127,208

									872,279

Virginia—2.0%
	2,300,000	Buena Vista, VA Public Recreational Facilities Authority (Golf Course)¹		5.250			07/15/2025		2,087,848
	825,000	Buena Vista, VA Public Recreational Facilities Authority (Golf Course)¹		5.500			07/15/2035		725,233
	625,000	Celebrate, VA North Community Devel. Authority Special Assessment¹		6.750			03/01/2034		470,800
	100,000	Danville, VA IDA Educational Facilities (Averett University)¹		6.000			03/15/2016		101,005
	762,000	Farms New Kent, VA Community Devel. Authority Special Assessment¹		5.125			03/01/2036		544,975
	3,000,000	Farms New Kent, VA Community Devel. Authority Special Assessment¹		5.450			03/01/2036		2,228,790
	750,000	Farms New Kent, VA Community Devel. Authority Special Assessment¹		5.800			03/01/2036		579,375
	25,000	Greensville County, VA IDA (Georgia-Pacific Corp.)¹		5.300			08/01/2014		25,049
	345,000	Manassas Park, VA Economic Devel. Authority¹		6.000			07/15/2035		347,819
	900,000	New Port, VA CDA¹		5.600			09/01/2036		553,365
	65,000	Norton, VA IDA (Norton Community Hospital)¹		6.000			12/01/2022		65,202
	3,475,000	Peninsula, VA Town Center Community Devel. Authority Special Obligation¹		6.450			09/01/2037		3,371,028

58 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Virginia Continued
$	880,000	Stafford County & Staunton, VA IDA (Virginia Municipal League/Mt. Rogers)¹		6.500	%		08/01/2028	$	883,098
	2,850,000	Stafford County & Staunton, VA IDA (Virginia Municipal League/Mt. Rogers)¹		6.500			08/01/2038		2,729,873
	675,000	Suffolk, VA IDA (Lake Prince Center)¹		5.300			09/01/2031		593,926
	3,600,000	VA Celebrate South CDA Special Assessment¹		6.250			03/01/2037		2,526,948
	1,000,000	VA College Building Authority (Regent University)¹		5.000			06/01/2026		930,510
	1,035,000	VA College Building Authority Educational Facilities (Regent University)¹		5.000			06/01/2036		931,127
	3,700,000	VA Small Business Financing Authority (Hampton Roads Proton)¹		9.000			07/01/2039		3,887,294
	36,870,000	VA Tobacco Settlement Authority¹		5.000			06/01/2047		23,989,466
	35,170,000	VA Tobacco Settlement Authority		5.670⁵			06/01/2047		1,147,597
	162,770,000	VA Tobacco Settlement Authority		5.770⁵			06/01/2047		4,951,463

									53,671,791

Washington—2.4%
	1,000,000	Bremerton, WA Hsg. Authority¹		5.300			06/01/2026		941,660
	4,145,000	Bremerton, WA Hsg. Authority¹		5.500			06/01/2037		3,519,768
	35,000	Pierce County, WA Hsg. Authority¹		5.800			12/01/2023		28,259
	100,000	Port Camas, WA Public Industrial Corp. (James River Corp. of Virginia)¹		6.700			04/01/2023		100,007
	75,000	Radford, WA Court Properties Student Housing¹		5.000			06/01/2027		75,398
	2,460,000	Seattle, WA Hsg. Authority (Gamelin House & Genesee)¹		5.700			11/01/2035		2,189,351
	165,000	Skagit Valley, WA College¹		5.625			11/01/2017		165,210
	140,000	Skagit Valley, WA College¹		5.750			11/01/2023		140,081
	500,000	Vancouver, WA Downtown Redevel. Authority (Conference Center)¹		5.250			01/01/2028		396,700
	1,800,000	Vancouver, WA Downtown Redevel. Authority (Conference Center)¹		5.250			01/01/2034		1,368,234
	55,000	Vancouver, WA Hsg. Authority¹		5.500			03/01/2028		55,048
	25,000	WA COP (Dept. of General Administration)		5.300			10/01/2010		25,092
	33,785,000	WA Health Care Facilities Authority (Catholic Health Initiatives)²		6.375			10/01/2036		37,440,943
	15,000,000	WA Health Care Facilities Authority (Providence Health System-Washington)²		5.250			10/01/2033		15,777,300
	115,000	WA Health Care Facilities Authority (Swedish Health System)¹		5.125			11/15/2022		115,132
	90,000	WA Health Care Facilities Authority (Yakima Valley Memorial Hospital Assoc.)¹		5.250			12/01/2020		88,237
	145,000	WA Health Care Facilities Authority (Yakima Valley Memorial Hospital Assoc.)¹		5.375			12/01/2027		135,304

59 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value

Washington Continued
$	10,000	WA HFC (Nickerson Area Properties)¹		5.250	%		01/01/2023	$	8,380
	25,000	WA Tobacco Settlement Authority (TASC)¹		6.625			06/01/2032		24,897
	80,000	White Salmon, WA Water & Sewer¹		6.000			07/01/2015		80,171

									62,675,172

West Virginia—0.1%
	50,000	Pleasants County, WV Pollution Control (Monongahela Power Company)¹		6.150			05/01/2015		50,089
	500,000	Wheeling, WV Tax Increment (Stone Building Renovation)¹		5.200			06/01/2025		413,755
	1,500,000	Wheeling, WV Tax Increment (Stone Building Renovation)¹		5.500			06/01/2033		1,178,370
	1,720,000	WV Hospital Finance Authority (Charleston Area Medical Center)¹		5.500			09/01/2025		1,771,634

									3,413,848

Wisconsin—0.2%
	1,750,000	Sokaogon, WI Chippewa Community (Gaming)¹		7.000			01/01/2026		1,071,263
	1,500,000	WI H&EFA (Aurora Health Care)¹		5.600			02/15/2029		1,499,925
	350,000	WI H&EFA (Beloit College)¹		6.125			06/01/2035		356,825
	350,000	WI H&EFA (Beloit College)¹		6.125			06/01/2039		354,113
	5,000	WI H&EFA (Froedert & Community)¹		5.375			10/01/2030		5,088
	280,000	WI H&EFA (Kenosha Hospital & Medical Center)¹		5.625			05/15/2029		280,098
	185,000	WI H&EFA (Medical College of Wisconsin)¹		5.500			12/01/2026		185,118
	2,140,000	WI H&EFA (Richland Hospital)¹		5.375			06/01/2028		1,879,910

									5,632,340


Total Municipal Bonds and Notes (Cost $3,550,722,301)									3,099,907,387

Corporate Bonds and Notes—0.0%
	109,631	Delta Air Lines, Inc., Sr. Unsec. Nts.^1,10(Cost $108,535)		8.000			12/01/2015		84,667

Shares

Common Stocks—0.0%
	918	Delta Air Lines, Inc.^4,10(Cost $5,407)							10,906
Total Investments, at Value (Cost $3,550,836,243)—117.4%									3,100,002,960
Liabilities in Excess of Other Assets—(17.4)									(458,594,765	)

Net Assets—100.0%								$	2,641,408,195

60 | OPPENHEIMER AMT-FREE MUNICIPALS

Footnotes to Statement of Investments


*		July 30, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

1.		All or a portion of the security position has been segregated for collateral to cover borrowings. See Note 6 of accompanying Notes.

2.		Security represents the underlying municipal bond on an inverse floating rate security. The bond was purchased by the Fund and subsequently segregated and transferred to a trust. See Note 1 of accompanying Notes.

3.		Issue is in default. See Note 1 of accompanying Notes.

4.		Non-income producing security.

5.		Zero coupon bond reflects effective yield on the date of purchase.

6.		Denotes a step bond: a zero coupon bond that converts to a fixed or variable interest rate at a designated future date.

7.		When-issued security or delayed delivery to be delivered and settled after July 30, 2010. See Note 1 of accompanying Notes.

8.		Restricted security. The aggregate value of restricted securities as of July 30, 2010 was $6,787,760, which represents 0.26% of the Fund’s net assets. See Note 5 of accompanying Notes. Information concerning restricted securities is as follows:


	Acquisition						Unrealized
Security	Dates		Cost		Value		Depreciation

IL Finance Authority (Monarch Landing)		6/11/09	$	1,574,866	$	309,633	$	1,265,233
IL Finance Authority (Monarch Landing)		6/11/09		2,487,481		526,377		1,961,104
IL Finance Authority (Sedgebrook)		5/5/09-6/12/09		5,721,033		2,506,000		3,215,033
IL Finance Authority (Sedgebrook)		6/11/09		2,314,101		939,750		1,374,351
IL Finance Authority (Sedgebrook)		6/11/09-6/12/09		5,420,400		2,506,000		2,914,400

			$	17,517,881	$	6,787,760	$	10,730,121


9.		Represents the current interest rate for a variable or increasing rate security.

10.		Received as a result of a corporate action.

Valuation Inputs

Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

	1)		Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

	2)		Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

	3)		Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of July 30, 2010 based on valuation input level:


					Level 3–
	Level 1–		Level 2–		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted prices		Observable Inputs		Inputs		Value

Assets Table
Investments, at Value:
Municipal Bonds and Notes
Alabama	$	—	$	38,112,015	$	—	$	38,112,015
Alaska		—		37,804,989		—		37,804,989
Arizona		—		128,237,133		—		128,237,133
Arkansas		—		2,393,786		—		2,393,786
California		—		634,734,412		—		634,734,412
Colorado		—		69,715,398		—		69,715,398

61 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued


					Level 3–
	Level 1–		Level 2–		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted prices		Observable Inputs		Inputs		Value

Assets Table Continued
Connecticut	$	—	$	6,962,744	$	—	$	6,962,744
Delaware		—		5,576,126		—		5,576,126
District of Columbia		—		16,672,259		—		16,672,259
Florida		—		420,965,461		—		420,965,461
Georgia		—		51,703,548		—		51,703,548
Hawaii		—		845,168		—		845,168
Idaho		—		7,310,857		—		7,310,857
Illinois		—		238,185,619		—		238,185,619
Indiana		—		27,999,149		—		27,999,149
Iowa		—		52,312,703		—		52,312,703
Kansas		—		3,876,542		—		3,876,542
Kentucky		—		204,219		10		204,229
Louisiana		—		85,255,369		—		85,255,369
Maryland		—		8,284,086		—		8,284,086
Massachusetts		—		6,710,884		—		6,710,884
Michigan		—		77,533,172		—		77,533,172
Minnesota		—		24,716,727		—		24,716,727
Mississippi		—		5,165,342		—		5,165,342
Missouri		—		74,847,033		—		74,847,033
Montana		—		6,754,559		—		6,754,559
Nebraska		—		23,036,670		—		23,036,670
Nevada		—		68,680,860		—		68,680,860
New Hampshire		—		61,727,497		—		61,727,497
New Jersey		—		96,564,195		—		96,564,195
New Mexico		—		13,158,833		—		13,158,833
New York		—		31,594,435		—		31,594,435
North Carolina		—		523,351		—		523,351
North Dakota		—		65,117		—		65,117
Ohio		—		160,341,501		—		160,341,501
Oklahoma		—		9,902,561		—		9,902,561
Oregon		—		210,360		—		210,360
Pennsylvania		—		39,335,763		—		39,335,763
Rhode Island		—		9,814,406		—		9,814,406
South Carolina		—		35,060,531		—		35,060,531
South Dakota		—		10,004		—		10,004
Tennessee		—		32,939,289		—		32,939,289
Texas		—		270,232,836		3,243,000		273,475,836
U.S. Possessions		—		82,640,367		—		82,640,367
Utah		—		1,681,071		—		1,681,071
Vermont		—		872,279		—		872,279
Virginia		—		53,671,791		—		53,671,791
Washington		—		62,675,172		—		62,675,172
West Virginia		—		3,413,848		—		3,413,848
Wisconsin		—		5,632,340		—		5,632,340
Corporate Bonds and Notes		—		84,667		—		84,667
Common Stocks		10,906		—		—		10,906

Total Assets	$	10,906	$	3,096,749,044	$	3,243,010	$	3,100,002,960

62 | OPPENHEIMER AMT-FREE MUNICIPALS

Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.

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


ABAG		Association of Bay Area Governments
AG		Allegheny General Hospital
AHF		American Housing Foundation
ARC		Assoc. of Retarded Citizens
AS		Ambulatory Services
AUS		Allegheny United Hospital
BCC		Bethesda Company Care, Inc.
BCCC		Botsford Continuing Care Corp.
BCG		Bethesda Care Givers
BGH		Botsford General Hospital
BHA		Bethesda Hospital Assoc.
BHC		Bethesda Home Care
CDA		Communities Devel. Authority
CECS		Carden Elementary Charter School
CEMS		Community Emergency Medical Services
CFGH		Central Florida Group Homes
CHCC		Community Hospitals of Central California
CHHC		Community Health & Home Care
COP		Certificates of Participation
CRH		Columbus Regional Healthcare
DA		Dormitory Authority
DKH		Day Kimball Hospital
DLS		Diagnostic Laboratory Services
DRIVERS		Derivative Inverse Tax Exempt Receipts
E&HBFA		Educational Health Buildings Financing Agency
EDA		Economic Devel. Authority
EDC		Economic Devel. Corp.
EDFA		Economic Devel. Finance Authority
EF&CD		Environmental Facilities and Community Devel.
EICS		E-Institute Charter School
EMH		Elmhurst Memorial Hospital
EMHH		Elmhurst Memorial Home Health
EMHS		Elmhurst Memorial Health System
FCHMC		Fresno Community Hospital & Medical Center
FHA		Federal Housing Agency/Authority
FHH		Fresno Heart Hospital
FHS		Freeman Health System
FNH		Freeman Neosho Hospital
FRS		Family Rehabilitation Services (Hancock Manor)
GO		General Obligation
H&EFA		Health and Educational Facilities Authority
H&EFB		Health and Educational Facilities Board
H&HEFA		Hospitals and Higher Education Facilities Authority
HDA		Hospital Devel. Authority
HDC		Housing Devel. Corp.
HE&HFA		Higher Education and Health Facilities Authority
HEFA		Higher Education Facilities Authority
HFA		Housing Finance Agency
HFC		Housing Finance Corp.
HFDC		Health Facilities Devel. Corp.
HNE		Healthnet of New England
HUHS		Hahnemann University Hospital System
IDA		Industrial Devel. Agency
LD&M		Locklando Door and Millwork
MCM		Managed Care Management
MCP		Medical College Of Pennsylvania
M-S-R		Modesto Irrigation District of the City of Santa Clara and the City of Reddings
NH		Northgate Housing
NYC		New York City
NYS		New York State
OHC		Oakwood Hospital Corp.
OLOLMC		Our Lady of Lake Medical Center
OLOLRMC		Our Lady of Lourdes Regional Medical Center
OPSU		Oklahoma Panhandle State University
OUH		Oakwood United Hospitals
PHS		Pinnacle Health System
PP		Professionals PRN, Inc.
RITES		Residual Interest Tax Exempt Security
ROLS		Residual Option Longs
SHF		Sierra Hospital Foundation
SJHCN		St. Joseph Home Care Network
SJHE		St. Joseph Hospital of Eureka
SJHO		St. Joseph Hospital of Orange
SJHS		St. Joseph Health System
SSNH		Sunny Slope Nursing Home
TASC		Tobacco Settlement Asset-Backed Bonds
TAT		The Academy of Tuscson
TC		Travis Corp. (People Care)
VC		VinFen Corp.
VCS		VinFen Clinical Services
WCNT		Wessex Corporation of New Tazewell
WPAHS		West Penn Allegheny Health System
WPAON		West Penn Allegheny Oncology Network
WPH		Western Pennsylvania Hospital
YMCA		Young Men’s Christian Assoc.
ZHCC		Zieger Health Care Corp.

See accompanying Notes to Financial Statements.

63 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF ASSETS AND LIABILITIES July 30, 2010¹


Assets
Investments, at value (cost $3,550,836,243)—see accompanying statement of investments	$	3,100,002,960
Cash		941,266
Receivables and other assets:
Interest		45,743,356
Investments sold (including $7,307,005 sold on a when-issued or delayed delivery basis)		13,262,152
Shares of beneficial interest sold		6,912,283
Other		443,962

Total assets		3,167,305,979

Liabilities
Payables and other liabilities:
Payable for short-term floating rate notes issued (See Note 1)		452,120,000
Payable on borrowings (See Note 6)		38,300,000
Investments purchased (including $20,435,442 purchased on a when-issued or delayed delivery basis)		27,385,517
Shares of beneficial interest redeemed		4,679,763
Dividends		2,075,256
Distribution and service plan fees		515,003
Trustees’ compensation		285,658
Transfer and shareholder servicing agent fees		107,680
Shareholder communications		81,795
Interest expense on borrowings		15,267
Other		331,845

Total liabilities		525,897,784

Net Assets	$	2,641,408,195


Composition of Net Assets
Par value of shares of beneficial interest	$	413,483
Additional paid-in capital		3,439,015,315
Accumulated net investment income		1,526,627
Accumulated net realized loss on investments		(348,713,947	)
Net unrealized depreciation on investments		(450,833,283	)

Net Assets	$	2,641,408,195

64 | OPPENHEIMER AMT-FREE MUNICIPALS


Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $2,081,579,667 and 325,501,982 shares of beneficial interest outstanding)	$	6.39
Maximum offering price per share (net asset value plus sales charge of 4.75% of offering price)	$	6.71
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $41,234,167 and 6,478,365 shares of beneficial interest outstanding)	$	6.36
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $518,594,361 and 81,503,051 shares of beneficial interest outstanding)	$	6.36


1.		July 30, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

See accompanying Notes to Financial Statements.

65 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF OPERATIONS For the Year Ended July 30, 2010¹


Investment Income
Interest	$	203,305,446
Other income		3,470

Total investment income		203,308,916

Expenses
Management fees		9,964,986
Distribution and service plan fees:
Class A		4,720,463
Class B		378,571
Class C		4,635,653
Transfer and shareholder servicing agent fees:
Class A		810,438
Class B		49,206
Class C		285,087
Shareholder communications:
Class A		149,853
Class B		7,188
Class C		43,335
Interest expense and fees on short-term floating rate notes issued (See Note 1)		5,498,188
Borrowing fees		5,410,392
Interest expense on borrowings		217,619
Trustees’ compensation		48,201
Custodian fees and expenses		23,328
Other		261,923

Total expenses		32,504,431
Less waivers and reimbursements of expenses		(41,990	)

Net expenses		32,462,441

Net Investment Income		170,846,475

Realized and Unrealized Gain
Net realized gain on investments		137,994
Net change in unrealized appreciation/depreciation on investments		306,249,859

Net Increase in Net Assets Resulting from Operations	$	477,234,328


1.		July 30, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

See accompanying Notes to Financial Statements.

66 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended July 31,	2010¹			2009

Operations
Net investment income	$	170,846,475		$	129,032,751
Net realized gain (loss)		137,994			(222,514,462	)
Net change in unrealized appreciation/depreciation		306,249,859			(346,205,255	)

Net increase (decrease) in net assets resulting from operations		477,234,328			(439,686,966	)

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(140,989,649	)		(107,860,111	)
Class B		(2,428,029	)		(2,060,558	)
Class C		(30,007,016	)		(20,224,854	)

		(173,424,694	)		(130,145,523	)

Beneficial Interest Transactions
Net increase in net assets resulting from beneficial interest transactions:
Class A		387,853,947			306,983,058
Class B		7,705,230			3,492,388
Class C		154,797,434			82,288,783

		550,356,611			392,764,229

Net Assets
Total increase (decrease)		854,166,245			(177,068,260	)
Beginning of period		1,787,241,950			1,964,310,210

End of period (including accumulated net investment income of $1,526,627 and $5,140,568, respectively)	$	2,641,408,195		$	1,787,241,950


1.		July 30, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

See accompanying Notes to Financial Statements.

67 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF CASH FLOWS For the Year Ended July 30, 2010¹


Cash Flows from Operating Activities
Net increase in net assets from operations	$	477,234,328
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchase of investment securities		(1,062,320,414	)
Proceeds from disposition of investment securities		570,420,306
Short-term investment securities, net		3,277,872
Premium amortization		1,899,125
Discount accretion		(30,895,783	)
Net realized gain on investments		(137,994	)
Net change in unrealized appreciation/depreciation on investments		(306,249,859	)
Change in assets:
Decrease in receivable for securities sold		3,518,067
Decrease in other assets		1,493,786
Increase in interest receivable		(9,419,147	)
Change in liabilities:
Increase in payable for securities purchased		6,093,142
Decrease in other liabilities		(12,272	)

Net cash used in operating activities		(345,098,843	)

Cash Flows from Financing Activities
Proceeds from bank borrowings		796,500,000
Payments on bank borrowings		(917,400,000	)
Proceeds from short-term floating rate notes issued		77,640,000
Proceeds from shares sold		1,103,925,800
Payments on shares redeemed		(645,336,942	)
Cash distributions paid		(70,180,666	)

Net cash provided by financing activities		345,148,192
Net increase in cash		49,349
Cash, beginning balance		891,917

Cash, ending balance	$	941,266

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of reinvestment of dividends and distributions of $102,617,283.

Cash paid for interest on bank borrowings—$297,956.

Cash paid for interest on short-term floating rate notes issued—$5,498,188.


1.		July 30, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

See accompanying Notes to Financial Statements.

68 | OPPENHEIMER AMT-FREE MUNICIPALS

FINANCIAL HIGHLIGHTS


Class A Year Ended July 31,	2010¹			2009			2008			2007			2006

Per Share Operating Data
Net asset value, beginning of period	$	5.51		$	7.90		$	10.04		$	10.08		$	10.16

Income (loss) from investment operations:
Net investment income²		.45			.50			.53			.51			.50
Net realized and unrealized gain (loss)		.89			(2.37	)		(2.17	)		(.07	)		(.03	)

Total from investment operations		1.34			(1.87	)		(1.64	)		.44			.47

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.46	)		(.52	)		(.50	)		(.48	)		(.55	)

Net asset value, end of period	$	6.39		$	5.51		$	7.90		$	10.04		$	10.08


Total Return, at Net Asset Value³		24.64	%		(23.57	)%		(16.68	)%		4.37	%		4.78	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,081,580		$	1,447,860		$	1,605,257		$	2,129,928		$	1,494,775

Average net assets (in thousands)	$	1,953,017		$	1,234,468		$	1,807,703		$	1,838,511		$	1,147,353

Ratios to average net assets:⁴
Net investment income		7.12	%		8.67	%		6.05	%		4.93	%		4.97	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		0.71	%		0.76	%		0.71	%		0.71	%		0.75	%
Interest and fees from borrowings		0.23	%		0.92	%		0.20	%		0.08	%		0.12	%
Interest and fees on short-term floating rate notes issued⁵		0.22	%		0.65	%		0.73	%		0.58	%		0.62	%

Total expenses		1.16	%		2.33	%		1.64	%		1.37	%		1.49	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.16	%		2.33	%		1.64	%		1.37	%		1.49	%

Portfolio turnover rate		21	%		23	%		60	%		18	%		16	%


1.		July 30, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

2.		Per share amounts calculated based on the average shares outstanding during the period.

3.		Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4.		Annualized for periods less than one full year.

5.		Interest and fee expense relates to the Fund’s liability for short-term floating rate notes issued in conjunction with inverse floating rate security transactions.

See accompanying Notes to Financial Statements.

69 | OPPENHEIMER AMT-FREE MUNICIPALS

FINANCIAL HIGHLIGHTS Continued


Class B Year Ended July 31,	2010¹			2009			2008			2007			2006

Per Share Operating Data
Net asset value, beginning of period	$	5.48		$	7.87		$	10.00		$	10.04		$	10.13

Income (loss) from investment operations:
Net investment income²		.39			.45			.46			.42			.42
Net realized and unrealized gain (loss)		.90			(2.38	)		(2.17	)		(.06	)		(.04	)

Total from investment operations		1.29			(1.93	)		(1.71	)		.36			.38

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.41	)		(.46	)		(.42	)		(.40	)		(.47	)

Net asset value, end of period	$	6.36		$	5.48		$	7.87		$	10.00		$	10.04


Total Return, at Net Asset Value³		23.72	%		(24.35	)%		(17.34	)%		3.56	%		3.87	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	41,234		$	28,789		$	35,642		$	54,645		$	58,570

Average net assets (in thousands)	$	37,974		$	26,189		$	43,378		$	57,919		$	50,695

Ratios to average net assets:⁴
Net investment income		6.26	%		7.78	%		5.21	%		4.09	%		4.19	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		1.56	%		1.64	%		1.54	%		1.51	%		1.56	%
Interest and fees from borrowings		0.23	%		0.92	%		0.20	%		0.08	%		0.12	%
Interest and fees on short-term floating rate notes issued⁵		0.22	%		0.65	%		0.73	%		0.58	%		0.62	%

Total expenses		2.01	%		3.21	%		2.47	%		2.17	%		2.30	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.01	%		3.21	%		2.47	%		2.17	%		2.30	%

Portfolio turnover rate		21	%		23	%		60	%		18	%		16	%


1.		July 30, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

2.		Per share amounts calculated based on the average shares outstanding during the period.

3.		Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4.		Annualized for periods less than one full year.

5.		Interest and fee expense relates to the Fund’s liability for short-term floating rate notes issued in conjunction with inverse floating rate security transactions.

See accompanying Notes to Financial Statements.

70 | OPPENHEIMER AMT-FREE MUNICIPALS


Class C Year Ended July 31,	2010¹			2009			2008			2007			2006

Per Share Operating Data
Net asset value, beginning of period	$	5.48		$	7.87		$	10.00		$	10.04		$	10.13

Income (loss) from investment operations:
Net investment income²		.40			.45			.47			.43			.42
Net realized and unrealized gain (loss)		.89			(2.37	)		(2.17	)		(.07	)		(.04	)

Total from investment operations		1.29			(1.92	)		(1.70	)		.36			.38

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.41	)		(.47	)		(.43	)		(.40	)		(.47	)

Net asset value, end of period	$	6.36		$	5.48		$	7.87		$	10.00		$	10.04


Total Return, at Net Asset Value³		23.82	%		(24.27	)%		(17.29	)%		3.60	%		3.89	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	518,594		$	310,593		$	323,411		$	416,347		$	250,929

Average net assets (in thousands)	$	465,652		$	252,892		$	361,518		$	344,756		$	159,084

Ratios to average net assets:⁴
Net investment income		6.32	%		7.89	%		5.30	%		4.16	%		4.17	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		1.48	%		1.55	%		1.48	%		1.47	%		1.50	%
Interest and fees from borrowings		0.23	%		0.92	%		0.20	%		0.08	%		0.12	%
Interest and fees on short-term floating rate notes issued⁵		0.22	%		0.65	%		0.73	%		0.58	%		0.62	%

Total expenses		1.93	%		3.12	%		2.41	%		2.13	%		2.24	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.93	%		3.12	%		2.41	%		2.13	%		2.24	%

Portfolio turnover rate		21	%		23	%		60	%		18	%		16	%


1.		July 30, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

2.		Per share amounts calculated based on the average shares outstanding during the period.

3.		Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4.		Annualized for periods less than one full year.

5.		Interest and fee expense relates to the Fund’s liability for short-term floating rate notes issued in conjunction with inverse floating rate security transactions.

See accompanying Notes to Financial Statements.

71 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer AMT-Free Municipals (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund’s investment objective is to seek as high a level of current interest income exempt from federal income taxes as is available from investing in municipal securities, while attempting to preserve capital. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The Fund offers Class A, Class B and Class C shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B and Class C shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B and C have separate distribution and/or service plans. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

The following is a summary of significant accounting policies consistently followed by the Fund.

Fiscal Year End. Since July 30, 2010 represents the last day during the Fund’s 2010 fiscal year on which the New York Stock Exchange was open for trading, the Fund’s financial statements have been presented through that date to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions.

Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.

Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ^® are valued based on the official closing prices reported by NASDAQ prior to

72 | OPPENHEIMER AMT-FREE MUNICIPALS

the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.

“Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.

In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

There have been no significant changes to the fair valuation methodologies of the Fund during the period.

Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture

73 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. Their failure to do so may cause the Fund to lose the opportunity to obtain or dispose of the security at a price and yield it considers advantageous. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase.

As of July 30, 2010, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:


	When-Issued or Delayed Delivery
	Basis Transactions

Purchased securities	$	20,435,442
Sold securities		7,307,005

Inverse Floating Rate Securities. The Fund invests in inverse floating rate securities that pay interest at a rate that varies inversely with short-term interest rates. Certain of these securities may be leveraged, whereby the interest rate varies inversely at a multiple of the change in short-term rates. As interest rates rise, inverse floaters produce less current income. The price of such securities is more volatile than comparable fixed rate securities. The Fund may expose up to 20% of its total assets to the effects of leverage from its investments in inverse floaters. The Fund’s exposure to the effects of leverage from its investments in inverse floaters amount to $452,120,000 as of July 30, 2010, which represents 14.27% of the Fund’s total assets.

Certain inverse floating rate securities are created when the Fund purchases and subsequently transfers a municipal bond security (the “municipal bond”) to a broker dealer. The municipal bond is typically a fixed rate security. The broker dealer (the “sponsor”) creates a trust (the “Trust”) and deposits the municipal bond. The Trust issues short-term floating rate notes available to third parties and a residual interest in the municipal bond (referred to as an “inverse floating rate security”) to the Fund. The terms of these inverse floating rate securities grant the Fund the right to require that the Trust issuing the inverse floating rate security compel a tender of the short-term floating rate notes to facilitate the Fund’s repurchase of the underlying municipal bond. Following such a request, the Fund pays the sponsor the principal amount due to the holders of the short-term floating rate notes issued by the Trust and exchanges the inverse floating rate security for the underlying municipal bond. These transactions are considered secured borrowings for financial reporting purposes. As a result of such accounting treatments, the Fund includes the municipal bond

74 | OPPENHEIMER AMT-FREE MUNICIPALS

position on its Statement of Investments (but does not separately include the inverse floating rate securities received). The Fund also includes the value of the municipal bond and a payable amount equal to the short-term floating rate notes issued by the Trust on its Statement of Assets and Liabilities. The interest rates on these short-term floating rate notes reset periodically, usually weekly. The holders of these short-term floating rate notes have the option to tender their investment, to the sponsor or the Trust’s liquidity provider, for redemption at par at each reset date. Income from the municipal bond position and the interest expense on the payable for the short-term floating rate notes issued by the Trust are recorded on the Fund’s Statement of Operations. At July 30, 2010, municipal bond holdings with a value of $685,379,037 shown on the Fund’s Statement of Investments are held by such Trusts and serve as collateral for the $452,120,000 in short-term floating rate notes issued and outstanding at that date.

The Fund’s investments in inverse floaters involve certain risks. The market value of an inverse floating rate security can be more volatile than that of a conventional fixed-rate bond having similar credit quality, maturity and redemption provisions. Typically, an inverse floating rate security tends to underperform fixed rate bonds when long-term interest rates are rising but tends to outperform fixed rate bonds when long-term interest rates are stable or falling. An inverse floating rate security entails a degree of leverage because the trust issues short-term securities in a ratio to the inverse floating rate security with the underlying long-term bond providing collateral for the obligation to pay the principal value of the short-term securities if and when they are tendered. If the Fund has created the inverse floater by depositing a long-term bond into a trust, it may be required to provide additional collateral for the short-term securities if the value of the underlying bond deposited in the trust falls.

At July 30, 2010, the Fund’s residual exposure to these types of inverse floating rate securities were as follows:


Principal			Coupon			Maturity
Amount		Inverse Floater¹	Rate²			Date		Value

$	2,000,000	AK HFC ROLs		14.981	%		12/1/33	$	2,038,640
	3,000,000	AL Public School & College Authority ROLs³		14.671			5/1/29		5,671,080
	4,930,000	Austin, TX Independent School District ROLs³		10.831			8/1/33		6,192,672
	5,000,000	CA Dept. of Veterans Affairs Home Purchase ROLs³		9.942			12/1/23		4,939,700
	5,000,000	CA Health Facilities Financing Authority (Sutter Health/California Pacific Medical Center Obligated Group) DRIVERS		15.185			11/15/46		4,889,000
	5,000,000	CA Health Facilities Financing Authority ROLs³		17.308			7/1/39		5,994,400
	3,750,000	Clark County, NV Airport ROLs³		17.158			7/1/42		4,789,650
	5,000,000	Clark County, NV Water Reclamation District DRIVERS		15.342			7/1/38		6,272,600
	3,250,000	CO Hsg. & Finance Authority (Single Family) DRIVERS		15.908			11/1/29		4,074,590
	3,480,000	FL COP (Dept. of Management Services) DRIVERS		11.728			8/1/28		4,161,732
	4,000,000	Greater Orlando, FL Aviation Authority ROLs³		14.701			10/1/32		4,442,080
	4,000,000	Houston, TX Airport System ROLs³		16.439			7/1/39		5,215,360

75 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued


Principal			Coupon			Maturity
Amount		Inverse Floater¹	Rate²			Date		Value

$	5,000,000	IL Finance Authority (Northwestern Memorial Hospital) DRIVERS		17.941	%		8/15/39	$	6,943,200
	3,750,000	IL Finance Authority ROLs		15.750			5/15/29		3,911,250
	3,855,000	IL Health Facilities Authority ROLs		15.264			8/15/33		4,066,794
	3,955,000	Jefferson Parish, LA Finance Authority (Single Family Mtg.) ROLs		15.725			12/1/32		4,791,403
	3,750,000	Los Angeles, CA Community College District ROLs³		14.701			8/1/33		4,168,200
	3,000,000	Los Angeles, CA Dept. of Airports ROLs³		15.570			5/15/39		3,571,200
	5,330,000	Los Angeles, CA Unified School District RITES		12.113			7/1/34		6,150,287
	3,650,000	MI Hospital Finance Authority ROLs³		17.982			12/1/23		5,358,200
	2,970,000	MN HFA ROLs³		14.857			7/1/34		3,217,579
	11,000,000	NH H&EFA (LRG Healthcare) DRIVERS		8.519			10/1/34		12,079,980
	5,250,000	NH H&EFA ROLs³		21.593			4/1/38		8,423,940
	3,000,000	North Central Texas HFDC (Children’s Medical Center) DRIVERS		17.075			8/15/39		3,612,360
	4,920,000	NYC GO DRIVERS		15.764			4/1/36		6,689,035
	4,115,000	Omaha, NE Public Facilities Corp. ROLs³		14.701			6/1/36		4,978,327
	2,500,000	Orange County, FL Health Facilities Authority ROLS³		14.851			1/1/39		2,678,400
	2,500,000	Orange County, FL School Board ROLs³		16.379			8/1/34		3,233,500
	3,100,000	Pima County, AZ IDA (Metro Police Facility) DRIVERS		15.408			7/1/39		3,507,340
	4,000,000	Tarrant County, TX Cultural Education Facilities Finance Corp. ROLs³		18.596			11/15/29		5,977,440
	38,000,000	TX Municipal Gas Acquisition & Supply Corp. ROLs³		10.166			12/15/26		45,565,800
	4,000,000	University of California (Regents Medical Center) DRIVERS		15.342			5/15/39		5,241,600
	2,625,000	University of California (Regents Medical Center) DRIVERS		14.476			5/15/37		2,975,175
	3,000,000	University of Illinois (Auxiliary Facilities Systems) DRIVERS		17.075			4/1/38		4,238,280
	7,500,000	WA Austin Trust Various States Inverse Certificates		8.198			10/1/33		8,277,300
	11,265,000	WA Health Care Facilities Authority (Catholic Health Initiatives)³		14.647			10/1/36		14,920,943

								$	233,259,037


1.		For a list of abbreviations used in the Inverse Floater table see the Portfolio Abbreviations table on page 63 of the Statement of Investments.

2.		Represents the current interest rate for a variable rate bond known as an “inverse floater.”

3.		Security is subject to a shortfall and forbearance agreement.

76 | OPPENHEIMER AMT-FREE MUNICIPALS

The Fund enters into shortfall and forbearance agreements with the sponsors of certain inverse floaters held by the Fund. These agreements commit the Fund to reimburse the sponsor of the inverse floater, in certain circumstances, for the amount of the difference between the liquidation value of the underlying security (which is the basis of the inverse floater) and the principal amount due to the holders of the short-term floating rate notes issued by the Trust in conjunction with the inverse floating rate security. Under the standard terms of an inverse floating rate security, absent such a shortfall and forbearance agreement, the Fund would not be required to make such a reimbursement. The Manager monitors the Fund’s potential exposure with respect to these agreements on a daily basis and intends to take action to terminate the Fund’s investment in such inverse floating rate securities, if it deems it appropriate to do so. As of July 30, 2010, in addition to the exposure detailed in the preceding table, the Fund’s maximum exposure under such agreements is estimated at $258,735,000.

Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities in default, and is not obligated to dispose of securities whose issuers subsequently default. Information concerning securities in default as of July 30, 2010 is as follows:


Cost	$	189,187,405
Market Value	$	81,044,535
Market Value as a % of Net Assets		3.07	%

Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes.

77 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Net Unrealized

Depreciation Based

on Cost of Securities

Undistributed

Accumulated

and Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3,4,5

Tax Purposes

$17,680,988

—

330,606,137

468,941,093


1.		As of July 30, 2010, the Fund had $321,905,825 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of July 30, 2010, details of the capital loss carryforwards were as follows:


Expiring

2016	$	38,527,923
2017		105,610,446
2018		177,767,456

Total	$	321,905,825


2.		As of July 30, 2010, the Fund had $8,700,312 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2019.

3.		During the fiscal year ended July 30, 2010, the Fund did not utilize any capital loss carryforward.

4.		During the fiscal year ended July 31, 2009, the Fund did not utilize any capital loss carryforward.

5.		During the fiscal year ended July 30, 2010, $3,258,070 of unused capital loss carryforward expired.

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

Accordingly, the following amounts have been reclassified for July 30, 2010. Net assets of the Fund were unaffected by the reclassifications.


			Reduction
	Reduction to		to Accumulated
Reduction to	Accumulated Net		Net Realized Loss
Paid-in Capital	Investment Income		on Investments

$3,258,070	$	1,035,722	$	4,293,792

The tax character of distributions paid during the years ended July 30, 2010 and July 31, 2009 was as follows:


	Year Ended		Year Ended
	July 30, 2010		July 31, 2009

Distributions paid from:
Exempt-interest dividends	$	172,949,245	$	129,315,183
Ordinary income		475,449		830,340

Total	$	173,424,694	$	130,145,523

78 | OPPENHEIMER AMT-FREE MUNICIPALS

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of July 30, 2010 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.


Federal tax cost of securities	$	3,115,754,664¹

Gross unrealized appreciation	$	153,392,605
Gross unrealized depreciation		(622,333,698	)

Net unrealized depreciation	$	(468,941,093	)


1.		The Federal tax cost of securities does not include cost of $453,189,389, which has otherwise been recognized for financial reporting purposes, related to bonds placed into trusts in conjunction with certain investment transactions. See the Inverse Floating Rate Securities note above.

Trustees’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s independent trustees. Benefits are based on years of service and fees paid to each trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active independent trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the year ended July 30, 2010, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:


Projected Benefit Obligations Increased	$	7,432
Payments Made to Retired Trustees		20,885
Accumulated Liability as of July 30, 2010		170,545

The Board of Trustees has adopted a compensation deferral plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income distributions, if any, are declared daily and paid monthly. Capital gain distributions, if any, are declared and paid annually.

79 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Investment Income. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdraft at a rate equal to the 1 Month LIBOR Rate plus 2.00%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

Indemnifications. The Fund’s organizational documents provide current and former trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Year Ended July 30, 2010						Year Ended July 31, 2009
	Shares			Amount			Shares			Amount

Class A
Sold		134,151,304		$	844,942,272			129,537,682		$	718,953,966
Dividends and/or distributions reinvested		13,373,377			84,819,298			11,654,998			65,533,074
Redeemed		(84,878,059	)		(541,907,623	)		(81,500,065	)		(477,503,982	)

Net increase		62,646,622		$	387,853,947			59,692,615		$	306,983,058

80 | OPPENHEIMER AMT-FREE MUNICIPALS


	Year Ended July 30, 2010						Year Ended July 31, 2009
	Shares			Amount			Shares			Amount

Class B
Sold		2,304,630		$	14,479,730			2,197,706		$	12,306,091
Dividends and/or distributions reinvested		215,122			1,358,243			204,777			1,143,184
Redeemed		(1,290,995	)		(8,132,743	)		(1,682,286	)		(9,956,887	)

Net increase		1,228,757		$	7,705,230			720,197		$	3,492,388


Class C
Sold		37,430,947		$	234,602,393			30,732,678		$	170,287,872
Dividends and/or distributions reinvested		2,603,032			16,439,742			1,985,831			11,052,236
Redeemed		(15,183,390	)		(96,244,701	)		(17,172,911	)		(99,051,325	)

Net increase		24,850,589		$	154,797,434			15,545,598		$	82,288,783

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended July 30, 2010, were as follows:


	Purchases		Sales

Investment securities	$	1,062,320,414	$	570,420,306

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $200 million	0.60	%
Next $100 million	0.55
Next $200 million	0.50
Next $250 million	0.45
Next $250 million	0.40
Over $1 billion	0.35

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended July 30, 2010, the Fund paid $1,116,778 to OFS for services to the Fund.

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate

81 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class B and Class C Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B and Class C shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily net assets. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B or Class C plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans at calendar quarter ends. The Distributor’s aggregate uncompensated expenses under the Plans at June 30, 2010 were as follows:


Class B	$	2,236,764
Class C		7,422,065

Sales Charges. Front-end sales charges and contingent deferred sales charges (“CDSC”) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.

Class A

Class B

Class C

Class A

Contingent

Front-End

Deferred

Sales Charges

Retained by

Year Ended

Distributor

July 30, 2010

974,914

264,767

79,079

145,567

Waivers and Reimbursements of Expenses. The Manager has voluntarily agreed to reimburse the Fund for a portion of the legal costs and fees incurred in connection with the pending litigation matters discussed in the “Pending Litigation” note which appears later in this report. During the year ended July 30, 2010, the Manager reimbursed the Fund $41,990 for legal costs and fees.

82 | OPPENHEIMER AMT-FREE MUNICIPALS

OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.

5. Restricted Securities

As of July 30, 2010, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.

6. Borrowings

The Fund can borrow money from banks in amounts up to one third of its total assets (including the amount borrowed) less all liabilities and indebtedness other than borrowings. The Fund can use those borrowings for investment-related purposes such as purchasing portfolio securities. The Fund can also borrow for other purposes, such as to raise money to unwind or “collapse” trusts that issued “inverse floaters” to the Fund, or to contribute to such trusts to enable them to meet tenders of their short-term securities by the holders of those securities. The Fund also may borrow to meet redemption obligations or for temporary and emergency purposes. The purchase of securities with borrowed funds creates leverage in the Fund. The use of leverage will subject the Fund to greater costs than funds that do not borrow for leverage, and may also make the Fund’s share price more sensitive to interest changes. The interest on borrowed money is an expense that might reduce the Fund’s yield. Expenses incurred by the Fund with respect to interest on borrowings and commitment fees are disclosed separately or as other expenses on the Statement of Operations.

The Fund entered into a Revolving Credit and Security Agreement (the “Agreement”) with conduit lenders and a bank which enables it to participate with certain other Oppenheimer funds in a committed, secured borrowing facility that permits borrowings of up to $2.25 billion, collectively. To secure the loan, the Fund pledges investment securities in accordance with the terms of the Agreement. Securities held in collateralized accounts to cover these borrowings are noted in the Statement of Investments. Interest is charged to the Fund, based on its borrowings, at current commercial paper issuance rates (0.432% as of July 30, 2010). The Fund pays additional fees annually to its lender on its outstanding borrowings to manage and administer the facility. The Fund is also allocated its pro-rata share of an annual structuring fee and ongoing commitment fees both of which are based on the total facility size. Total fees and interest that are included in expenses on the Fund’s Statement of Operations related to its participation in the borrowing facility during the year ended July 30, 2010 equal 0.23% of the Fund’s average net assets on an annualized basis. The Fund has the right to prepay such loans and terminate its participation in the conduit loan facility at any time upon prior notice.

83 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

6. Borrowings Continued

As of July 30, 2010, the Fund had borrowings outstanding at an interest rate of 0.432%. Details of the borrowings for the year ended July 30, 2010 are as follows:


Average Daily Loan Balance	$	71,502,466
Average Daily Interest Rate		0.295	%
Fees Paid	$	4,088,235
Interest Paid	$	297,956

7. Pending Litigation

Since 2009, a number of lawsuits have been filed in federal courts against the Manager, the Distributor, and certain mutual funds advised by the Manager and distributed by the Distributor—including the Fund. The lawsuits naming the Fund as a defendant also name as defendants certain officers, trustees and former trustees of the Fund. The plaintiffs seek class action status on behalf of purchasers of shares of the Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the Fund contained misrepresentations and omissions, that the Fund’s investment policies were not followed, and that the Fund and the other defendants violated federal securities laws and regulations and certain state laws. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. Litigation involving certain other Oppenheimer funds is similar in nature.

In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.

The Distributor and another subsidiary of the Manager have been named as defendants in a putative class action filed in federal court in 2010. The plaintiff, a participant in the State of Texas’ college savings plan, asserts claims on behalf of all persons who invested in qualified 529 plans managed by these subsidiaries of the Manager and which held investments in a certain mutual fund managed by the Manager and distributed by the Distributor. Plaintiff alleges causes of action for “improper investments,” “breach of fiduciary duty,” and “punitive damages” arising from that fund’s investments in 2008 and 2009.

Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others.

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They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Fund’s Board of Trustees has also engaged counsel to represent the Fund and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Fund may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not have any material effect on the operations of the Fund, that the outcome of all of the suits together should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer AMT-Free Municipals:

We have audited the accompanying statement of assets and liabilities of Oppenheimer AMT-Free Municipals, including the statement of investments, as of July 30, 2010, and the related statement of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 30, 2010, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer AMT-Free Municipals as of July 30, 2010, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
September 17, 2010

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FEDERAL INCOME TAX INFORMATION Unaudited

In early 2010, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2009. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.

None of the dividends paid by the Fund during the fiscal year ended July 30, 2010 are eligible for the corporate dividend-received deduction. 99.73% of the dividends were derived from interest on municipal bonds and are not subject to federal income taxes. To the extent a shareholder is subject to any state or local tax laws, some or all of the dividends received may be taxable.

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

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PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Householding—Delivery of Shareholder Documents

This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus (or, if available, the fund’s summary prospectus), annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.

Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus (or, if available, the summary prospectus), reports and privacy policy within 30 days of receiving your request to stop householding.

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TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2005) Age: 67		Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Member of Zurich Financial Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

David K. Downes, Trustee (since 2007) Age: 70		Director of THL Credit Inc. (since June 2009); Independent Chairman GSK Employee Benefit Trust (since April 2006); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Internet Capital Group (information technology company) (since October 2003); Director of Correctnet (2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch & Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse & Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

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TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Matthew P. Fink, Trustee (since 2005) Age: 69		Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Phillip A. Griffiths, Trustee (since 1999) Age: 71		Fellow of the Carnegie Corporation (since 2007); Distinguished Presidential Fellow for International Affairs (since 2002) and Member (since 1979) of the National Academy of Sciences; Council on Foreign Relations (since 2002); Director of GSI Lumonics Inc. (precision technology products company) (since 2001); Senior Advisor of The Andrew W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign Associate of Third World Academy of Sciences (since 2000); Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Griffiths has served on the Boards of certain Oppenheimer funds since June 1999, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Mary F. Miller, Trustee (since 2004) Age: 67		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 58 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joel W. Motley, Trustee (since 2002) Age: 58		Managing Director of Public Capital Advisors, LLC (privately held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Chairman of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee of Historic Hudson Valley. Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

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Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Mary Ann Tynan, Trustee (since 2008) Age: 64		Vice Chair of Board of Trustees of Brigham and Women’s/Faulkner Hospitals (non- profit hospitals) (since 2000); Chair of Board of Directors of Faulkner Hospital (non-profit hospital) (since 1990); Member of Audit and Compliance Committee of Partners Health Care System (non-profit) (since 2004); Board of Trustees of Middlesex School (educational institution) (since 1994); Board of Directors of Idealswork, Inc. (financial services provider) (since 2003); Partner, Senior Vice President and Director of Regulatory Affairs of Wellington Management Company, LLP (global investment manager) (1976-2002); Vice President and Corporate Secretary, John Hancock Advisers, Inc. (mutual fund investment adviser) (1970- 1976). Oversees 58 portfolios in the OppenheimerFunds complex. Ms. Tynan has served on the Boards of certain Oppenheimer funds since October 2008, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joseph M. Wikler, Trustee (since 2005) Age: 69		Director of C-TASC (bio-statistics services) (since 2007); Director of the following medical device companies: Medintec (since 1992) and Cathco (since 1996); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Lakes Environmental Association (environ- mental protection organization) (1996-2008); Director of Fortis/Hartford mutual funds (1994-December 2001). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Wikler has served on the Boards of certain Oppenheimer funds since August 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and invest- ment matters and has contributed to the Boards’ deliberations.

Peter I. Wold, Trustee (since 2005) Age: 62		Director of Arch Coal, Inc. (since 2010); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (since 2004); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Glavin, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924, for Messrs. Loughran, Cottier, Willis, DeMitry, Camarella and Stein, 350 Linden Oaks, Rochester, New York 14625. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Daniel G. Loughran, Vice President and Senior Portfolio Manager (since 2005) Age: 46		Senior Vice President of the Manager (since August 2007); Vice President of the Manager (April 2001-July 2007) and a Portfolio Manager of the Manager (since January 1999). Team leader, a Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.

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TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Scott S. Cottier, Vice President (since 2005) and Senior Portfolio Manager (since 2002) Age: 38		Vice President of the Manager (since September 2002). Portfolio Manager and trader at Victory Capital Management (from 1999—2002). Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.

Troy E. Willis, Vice President (since 2005) and Senior Portfolio Manager (since 2006) Age: 37		Vice President of the Manager (since July 2009); Assistant Vice President of the Manager (July 2005-June 2009). Portfolio Manager of the Manager (June 2003- December 2005). Corporate Attorney for Southern Resource Group (1999-2003). Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.

Mark R. DeMitry, Vice President and Senior Portfolio Manager (since 2009) Age: 34		Vice President of the Manager (since July 2009); Associate Portfolio Manager of the Manager (October 2006-June 2009). Research analyst of the Manager (June 2003-September 2006) and a credit analyst of the Manager (July 2001-May 2003). Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.

Michael L. Camarella, Vice President (since 2009) and Associate Portfolio Manager (since 2008) Age: 34		Assistant Vice President of the Manager (since July 2009). Research analyst of the Manager (April 2006-December 2007) and a credit analyst of the Manager (June 2003-March 2006). Associate Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.

Richard A. Stein, Vice President (since 2007) Age: 52		Director of the Rochester Credit Analysis team (since March 2004) and a Vice President of the Manager (since November 1997); headed Rochester’s Credit Analysis team (since May 1993).

William F. Glavin, Jr., President and Principal Executive Officer (since 2009) Age: 51		Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005- March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003- March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005- December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006- December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 65 portfolios as a Trustee/Director and 96 portfolios as an Officer in the OppenheimerFunds complex.

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Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 55		Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 96 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. (since May 2000), OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008),Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 96 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 96 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge upon request, by calling 1.800.525.7048.

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PRIVACY POLICY NOTICE

As an Oppenheimer fund shareholder, you are entitled to know how we protect your personal information and how we limit its disclosure.

Information Sources

We obtain nonpublic personal information about our shareholders from the following sources:

•		Applications or other forms

•		When you create a user ID and password for online account access

•		When you enroll in eDocs Direct, our electronic document delivery service

•		Your transactions with us, our affiliates or others

•		A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited

•		When you set up challenge questions to reset your password online

If you visit www.oppenheimerfunds.com and do not log on to the secure account information areas, we do not obtain any personal information about you. When you do log on to a secure area, we do obtain your user ID and password to identify you. We also use this information to provide you with products and services you have requested, to inform you about products and services that you may be interested in and assist you in other ways.

We do not collect personal information through our website unless you willingly provide it to us, either directly by email or in those areas of the website that request information. In order to update your personal information (including your mailing address, email address and phone number) you must first log on and visit your user profile.

If you have set your browser to warn you before accepting cookies, you will receive the warning message with each cookie. You can refuse cookies by turning them off in your browser. However, doing so may limit your access to certain sections of our website.

We use cookies to help us improve and manage our website. For example, cookies help us recognize new versus repeat visitors to the site, track the pages visited, and enable some special features on the website. This data helps us provide a better service for our website visitors.

Protection of Information

We do not disclose any non-public personal information (such as names on a customer list) about current or former customers to anyone, except as permitted by law.

Disclosure of Information

We send your financial advisor (as designated by you) copies of confirmations, account statements and other documents reporting activity in your fund accounts. We may also use details about you and your investments to help us, our financial service affiliates, or firms that jointly market their financial products and services with ours, to better serve your investment needs or suggest financial services or educational material that may be of interest to you. If this requires us to provide you with an opportunity to “opt in” or “opt out” of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before any such sharing takes place.

Right of Refusal

We will not disclose your personal information to unaffiliated third parties (except as permitted by law), unless we first offer you a reasonable opportunity to refuse or “opt out” of such disclosure.

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PRIVACY POLICY NOTICE

Internet Security and Encryption

In general, the email services provided by our website are encrypted and provide a secure and private means of communication with us. To protect your own privacy, confidential and/or personal information should only be communicated via email when you are advised that you are using a secure website.

As a security measure, we do not include personal or account information in non-secure emails, and we advise you not to send such information to us in non-secure emails. Instead, you may take advantage of the secure features of our website to encrypt your email correspondence. To do this, you will need to use a browser that supports Secure Sockets Layer (SSL) protocol.

We do not guarantee or warrant that any part of our website, including files available for download, are free of viruses or other harmful code. It is your responsibility to take appropriate precautions, such as use of an anti-virus software package, to protect your computer hardware and software.

•		All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.

•		Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.

•		You can exit the secure area by either closing your browser, or for added security, you can use the Log Out button before you close your browser.

Other Security Measures

We maintain physical, electronic and procedural safeguards to protect your personal account information. Our employees and agents have access to that information only so that they may offer you products or provide services, for example, when responding to your account questions.

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, do not allow it to be used by anyone else. Also, take special precautions when accessing your account on a computer used by others.

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds Distributor, Inc., the trustee of OppenheimerFunds Individual Retirement Accounts (IRAs) and the custodian of the OppenheimerFunds 403(b)(7) tax sheltered custodial accounts. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated January 16, 2004. In the event it is updated or changed, we will post an updated notice on our website at www.oppenheimerfunds.com. If you have any questions about these privacy policies, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at www.oppenheimerfunds.com or call us at 1.800.525.7048.

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Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the registrant has determined that David Downes, the Board’s Audit Committee Chairman, is an audit committee financial expert and that Mr. Downes is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a)

Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $45,300 in fiscal 2010 and $45,300 in fiscal 2009.

(b)

Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $2,895 in fiscal 2010 and $2,632 in fiscal 2009.

The principal accountant for the audit of the registrant’s annual financial statements billed $285,900 in fiscal 2010 and $271,540 in fiscal 2009 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: internal control reviews, agreed upon procedures for the CP conduit and professional services for the capital accumulation plan, FIN 45 and FAS 157.

(c)

Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $8,526 in fiscal 2010 and $7,224 in fiscal 2009.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d)

All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

(e)		(1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.

		The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.

		Under applicable laws, pre-approval of non-audit services maybe waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to it principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.

		(2) 100%

(f)		Not applicable as less than 50%.

(g)		The principal accountant for the audit of the registrant’s annual financial statements billed $297,321 in fiscal 2010 and $281,396 in fiscal 2009 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

(h)		The registrant’s audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable.

b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

1.		The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

2.		The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.

The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

	•		the name, address, and business, educational, and/or other pertinent background of the person being recommended;

	•		a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

	•		any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

	•		the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.

		The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.

4.		Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”

5.		Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 07/30/2010, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial


Manager		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG llp

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

(a)		(1) Exhibit attached hereto.

		(2) Exhibits attached hereto.

		(3) Not applicable.

(b)		Exhibit attached hereto.



By:	/s/ William F. Glavin, Jr.
	William F. Glavin, Jr.
	Principal Executive Officer



By:	/s/ Brian W. Wixted
	Brian W. Wixted
	Principal Financial Officer