Oppenheimer Rochester Amt-free Municipal Fund N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-2668

Oppenheimer AMT-Free Municipals

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: July 31

Date of reporting period: 01/31/2011

Item 1. Reports to Stockholders.

TOP HOLDINGS AND ALLOCATIONS

Top Ten Categories
Tobacco — Master Settlement Agreement	20.2	%
Special Assessment	14.2
Hospital/Health Care	10.6
Tax Increment Financing (TIF)	7.5
Higher Education	6.1
Gas Utilities	4.8
Special Tax	3.7
Education	3.5
Multifamily Housing	3.2
Municipal Leases	3.1

Portfolio holdings are subject to change. Percentages are as of January 31, 2011, and are based on total assets.

Credit Allocation

Credit Rating Breakdown	NRSRO Only Total
AAA		8.6	%
AA		15.0
A		8.9
BBB		45.3
BB and Lower		7.2
Unrated		15.0
Total		100.0	%

The percentages above are based on the market value of the Fund’s securities as of January 31, 2011, and are subject to change. All securities except for those labeled “unrated” have been rated by at least one Nationally Recognized Statistical Rating Organization (“NRSRO”), such as Standard & Poor’s (“S&P”). For securities rated only by an NRSRO other than S&P, OppenheimerFunds, Inc. (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. Unrated securities do not necessarily indicate low credit quality.

For the purposes of this Credit Allocation table, “investment-grade” securities are securities rated within the NRSROs’ four highest rating categories, which include AAA, AA, A and BBB. Securities not rated by an NRSRO may or may not be equivalent of investment grade. For further details, please consult the Fund’s prospectus or Statement of Additional Information.

11 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES

Total returns 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 semiannual 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%.

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 applicable 1% contingent deferred sales charge for the one-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.

Class Y shares of the Fund were first publicly offered on 11/29/10. Class Y shares are offered only to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals.

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

12 | OPPENHEIMER AMT-FREE MUNICIPALS

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 (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 January 31, 2011.

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.

13 | OPPENHEIMER AMT-FREE MUNICIPALS

FUND EXPENSES Continued

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	August 1, 2010		January 31, 2011		January 31, 20111,2
Actual
Class A	$	1,000.00	$	927.50	$	5.56
Class B		1,000.00		923.20		9.65
Class C		1,000.00		923.60		9.31
Class Y		1,000.00		935.60		1.72
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.46		5.82
Class B		1,000.00		1,015.22		10.11
Class C		1,000.00		1,015.58		9.75
Class Y		1,000.00		1,020.11		5.16

1.

Actual expenses paid for Classes A, B and C are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Actual expenses paid for Class Y are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 64/365 to reflect the period from November 29, 2010 (inception of offering) to January 31, 2011.

2.

Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Those annualized expense ratios based on the 6-month period ended January 31, 2011 for Classes A, B and C and for the period from November 29, 2010 (inception of offering) to January 31, 2011 for Class Y are as follows:

Class	Expense Ratios
Class A		1.14	%
Class B		1.98
Class C		1.91
Class Y		1.01

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.

14 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS January 31, 2011 / Unaudited

Principal
Amount			Coupon			Maturity		Value
Municipal Bonds and Notes—119.0%
Alabama—1.1%
$	30,000	AL 21st Century Authority Tobacco Settlement1		5.500	%		12/01/2021	$	28,861
	15,000	AL HFA (Pelican)1		6.550			03/20/2030		14,999
	1,250,000	AL Space Science Exhibit Finance Authority1		6.000			10/01/2025		989,563
	3,000,000	Birmingham, AL Baptist Medical Centers (Baptist Health System)1		5.250			11/15/2020		2,928,030
	35,000	Birmingham, AL Baptist Medical Centers (Baptist Health System)1		5.625			11/15/2015		35,774
	15,000	Birmingham, AL Baptist Medical Centers (Baptist Health System)1		5.875			11/15/2024		14,512
	410,000	Birmingham, AL Private Educational Building Authority (Birmingham-Southern College)1		6.125			12/01/2025		348,922
	65,000	Birmingham, AL Special Care Facilities (Children’s Hospital of Alabama)1		5.500			06/01/2022		65,015
	90,000	Birmingham, AL Special Care Facilities Financing Authority (Daughters of Charity)1		5.000			11/01/2025		90,275
	230,000	Cooperative District, AL Fort Deposit1		6.000			02/01/2036		160,287
	3,500,000	Cullman County, AL Health Care Authority (Cullman Regional Medical Center)1		6.750			02/01/2029		3,275,685
	6,250,000	Cullman County, AL Health Care Authority (Cullman Regional Medical Center)1		7.000			02/01/2036		5,780,688
	280,000	Greater Montgomery, AL Educational Building Authority (Huntingdon College)1		5.100			05/01/2016		282,080
	10,000	Jefferson County, AL Sewer		4.500			02/01/2012		6,372
	100,000	Jefferson County, AL Sewer		5.000			02/01/2018		55,638
	150,000	Jefferson County, AL Sewer		5.000			02/01/2020		83,133
	4,060,000	Jefferson County, AL Sewer		5.375			02/01/2027		2,033,776
	35,000	Jefferson County, AL Sewer		5.625			02/01/2018		19,468
	280,000	Jefferson County, AL Sewer		5.625			02/01/2022		140,806
	1,950,000	Tuscaloosa, AL Educational Building Authority (Stillman College)1		5.000			06/01/2026		1,646,756
	5,000,000	Tuscaloosa, AL Educational Building Authority (Stillman College)1		5.250			06/01/2037		3,978,850
									21,979,490
Alaska—1.7%
	10,000	AK HFC1		5.200			06/01/2021		10,020
	8,000,000	AK HFC, Series A2		5.000			12/01/2033		7,673,520
	750,000	AK Industrial Devel. & Export Authority (Anchorage Sportsplex/Grace Community Church Obligated Group)6		6.150			08/01/2031		215,978
	600,000	AK Industrial Devel. & Export Authority Community Provider (Boys & Girls Home)		5.875			12/01/2027		361,512

15 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Alaska Continued
$	29,090,000	AK Northern Tobacco Securitization Corp. (TASC)1		5.000	%		06/01/2032	$	20,134,353
	11,005,000	AK Northern Tobacco Securitization Corp. (TASC)1		5.000			06/01/2046		6,485,687
									34,881,070
Arizona—3.8%
	950,000	Buckeye, AZ Watson Road Community Facilities District1		5.750			07/01/2022		792,481
	1,351,000	Buckeye, AZ Watson Road Community Facilities District1		6.000			07/01/2030		1,021,045
	200,000	Centerra, AZ Community Facilities District1		5.150			07/15/2031		140,218
	365,950	Central AZ Irrigation & Drain District, Series A		6.000			06/01/2013		366,444
	305,000	Estrella Mountain Ranch, AZ Community Facilities District1		5.450			07/15/2021		277,080
	200,000	Estrella Mountain Ranch, AZ Community Facilities District1		5.625			07/15/2025		171,658
	450,000	Estrella Mountain Ranch, AZ Community Facilities District1		5.800			07/15/2030		373,932
	1,015,000	Estrella Mountain Ranch, AZ Community Facilities District1		5.900			07/15/2022		940,022
	330,000	Estrella Mountain Ranch, AZ Community Facilities District1		6.125			07/15/2027		291,753
	500,000	Estrella Mountain Ranch, AZ Community Facilities District1		6.200			07/15/2032		432,115
	485,000	Festival Ranch, AZ Community Facilities District1		5.750			07/01/2032		364,793
	595,000	Festival Ranch, AZ Community Facilities District1		5.800			07/15/2032		513,336
	250,000	Gladden Farms, AZ Community Facilities District1		5.500			07/15/2031		204,163
	800,000	Litchfield Park, AZ Community Facility District1		6.375			07/15/2026		692,800
	1,015,000	Maricopa County, AZ IDA (Christian Care Apartments)1		6.500			01/01/2036		946,457
	2,000,000	Maricopa County, AZ IDA (Christian Care Mesa II)		6.625			01/01/2034		1,488,700
	500,000	Maricopa County, AZ IDA (Immanuel Campus Care)1		8.500			04/20/2041		427,480
	1,500,000	Maricopa County, AZ IDA (Sun King Apartments)1		6.750			11/01/2018		1,322,655
	785,000	Maricopa County, AZ IDA (Sun King Apartments)1		6.750			05/01/2031		574,110
	835,000	Maricopa County, AZ School District No. 24 (Gila Bend)1		5.500			07/01/2022		750,323
	200,000	Marley Park, AZ Community Facilities District1		5.300			07/15/2031		144,794
	460,000	Merrill Ranch, AZ Community Facilities District No. 1 Special Assessment Lien1		5.300			07/01/2030		325,919
	375,000	Palm Valley, AZ Community Facility District No. 31		5.300			07/15/2031		271,489
	980,000	Palm Valley, AZ Community Facility District No. 31		5.800			07/15/2032		753,963
	750,000	Phoenix, AZ IDA (Career Success Schools)1		7.000			01/01/2029		736,448
	5,375,000	Phoenix, AZ IDA (Christian Care)1		5.500			07/01/2035		4,432,118
	500,000	Phoenix, AZ IDA (Espiritu Community Devel. Corp.)1		6.250			07/01/2036		389,930
	1,380,000	Pima County, AZ IDA (Arizona Charter School)1		6.500			07/01/2023		1,314,491
	1,315,000	Pima County, AZ IDA (Arizona Charter School)1		6.750			07/01/2031		1,214,560
	115,000	Pima County, AZ IDA (CECS/TAT/EICS Obligated Group)1		6.300			07/01/2031		128,619
	375,000	Pima County, AZ IDA (CECS/TAT/EICS Obligated Group)1		6.300			07/01/2031		327,821
	1,500,000	Pima County, AZ IDA (Center for Academic Success)1		5.500			07/01/2037		1,157,085
	1,770,000	Pima County, AZ IDA (Christian Senior Living)1		5.050			01/01/2037		1,442,727
	500,000	Pima County, AZ IDA (Facility Choice Education & Devel. Corp.)1		6.250			06/01/2026		422,240

16 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Arizona Continued
$	1,200,000	Pima County, AZ IDA (Facility Choice Education & Devel. Corp.)1		6.375	%		06/01/2036	$	953,292
	12,400,000	Pima County, AZ IDA (Metro Police Facility)2		5.375			07/01/2039		12,004,812
	500,000	Pima County, AZ IDA (P.L.C. Charter Schools)		6.750			04/01/2036		413,420
	120,000	Pima County, AZ IDA (Paradise Education Center)1		5.875			06/01/2033		98,008
	250,000	Pima County, AZ IDA (Paradise Education Center)1		6.000			06/01/2036		204,098
	2,845,000	Pima County, AZ IDA (Phoenix Advantage Charter School)		5.600			07/01/2023		1,962,481
	500,000	Pima County, AZ IDA (Sonoran Science Academy)1		5.670			12/01/2027		405,480
	650,000	Pima County, AZ IDA (Sonoran Science Academy)1		5.750			12/01/2037		491,673
	500,000	Quail Creek, AZ Community Facilities District1		5.550			07/15/2030		373,790
	510,000	Salt Verde, AZ Financial Corp.1		5.250			12/01/2028		464,258
	100,000	Salt Verde, AZ Financial Corp.1		5.500			12/01/2029		93,433
	29,030,000	Salt Verde, AZ Financial Corp.1		5.500			12/01/2037		24,337,591
	55,000	Show Low Bluff, AZ Community Facilities District Special Assessment1		5.200			07/01/2017		50,129
	1,655,000	Tartesso West, AZ Community Facilities District1		5.900			07/15/2032		1,290,006
	3,000,000	Verrado, AZ Community Facilities District No. 11		5.350			07/15/2031		2,186,790
	4,775,000	Verrado, AZ Community Facilities District No. 11		6.500			07/15/2027		4,145,273
	1,775,000	Vistancia, AZ Community Facilities District1		6.750			07/15/2022		1,822,694
	500,000	Westpark, AZ Community Facilities District1		5.250			07/15/2031		359,500
									76,810,497
Arkansas—0.1%
	300,000	Arkadelphia, AR Public Education Facilities Board (Ouachita Baptist University)1		5.375			03/01/2038		279,966
	2,480,000	Cave Springs, AR Municipal Property (Creeks Special Sewer District)1		6.250			02/01/2038		1,704,330
									1,984,296
California—18.6%
	675,000	Adelanto, CA Public Utility Authority1		6.750			07/01/2039		639,185
	880,000	Anaheim, CA Community Facilities District Special Tax (Platinum Triangle)1		6.000			09/01/2029		773,485
	1,700,000	Anaheim, CA Community Facilities District Special Tax (Platinum Triangle)1		6.250			09/01/2040		1,486,497
	1,400,000	Antelope Valley, CA Healthcare District1		5.250			09/01/2017		1,322,986
	1,370,000	Azusa, CA Special Tax Community Facilities District No. 05-11		5.000			09/01/2027		1,071,929
	4,410,000	Azusa, CA Special Tax Community Facilities District No. 05-11		5.000			09/01/2037		3,159,059
	20,000	Beaumont, CA Financing Authority, Series B1		5.875			09/01/2023		19,167
	16,500,000	CA County Tobacco Securitization Agency		5.714	3		06/01/2046		272,250
	7,000,000	CA County Tobacco Securitization Agency		6.500	3		06/01/2046		169,680

17 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
California Continued
$	6,000,000	CA County Tobacco Securitization Agency		6.650	%3		06/01/2046	$	120,960
	129,820,000	CA County Tobacco Securitization Agency		6.700	3		06/01/2050		1,346,233
	7,875,000	CA County Tobacco Securitization Agency		7.234	3		06/01/2033		588,263
	38,650,000	CA County Tobacco Securitization Agency		7.550	3		06/01/2055		193,637
	8,000,000	CA County Tobacco Securitization Agency		7.750	3		06/01/2046		132,000
	2,715,000	CA County Tobacco Securitization Agency (TASC)1		5.125			06/01/2038		1,816,199
	9,060,000	CA County Tobacco Securitization Agency (TASC)1		5.125			06/01/2038		6,060,687
	100,000	CA County Tobacco Securitization Agency (TASC)1		5.450			06/01/2028		79,139
	5,000,000	CA County Tobacco Securitization Agency (TASC)1		5.600			06/01/2036		3,604,550
	160,000	CA County Tobacco Securitization Agency (TASC)1		5.700			06/01/2046		109,286
	5,000,000	CA County Tobacco Securitization Agency (TASC)1		5.875			06/01/2043		3,661,050
	21,000,000	CA County Tobacco Securitization Agency (TASC)1		6.000			06/01/2042		15,706,320
	93,000,000	CA County Tobacco Securitization Agency (TASC)		6.650	3		06/01/2046		1,534,500
	15,000,000	CA Dept. of Veterans Affairs Home Purchase2		4.500			12/01/2023		13,805,100
	1,750,000	CA Educational Facilities Authority (Fresno Pacific University)1		6.750			03/01/2019		1,752,573
	4,335,000	CA Golden State Tobacco Securitization Corp.1		5.000			06/01/2036		2,907,658
	75,970,000	CA Golden State Tobacco Securitization Corp. (TASC)1		0.000	4		06/01/2037		42,492,300
	1,185,000	CA Golden State Tobacco Securitization Corp. (TASC)1		5.000			06/01/2033		772,099
	19,735,000	CA Golden State Tobacco Securitization Corp. (TASC)1		5.125			06/01/2047		11,635,361
	414,000,000	CA Golden State Tobacco Securitization Corp. (TASC)		5.973	3		06/01/2047		5,978,160
	110,000,000	CA Golden State Tobacco Securitization Corp. (TASC)		6.000	3		06/01/2047		1,588,400
	20,000,000	CA Health Facilities Financing Authority (SJHS/SJHCN/SJHE/SJHO Obligated Group)2		5.750			07/01/2039		19,778,000
	20,000,000	CA Health Facilities Financing Authority (Sutter Health/California Pacific Medical Center)2		5.250			11/15/2046		17,121,562
	25,000	CA HFA (Home Mtg.)1		5.450			08/01/2033		23,402
	590,000	CA Independent Cities Lease Finance Authority (Morgan Hill-Hacienda Valley)1		5.950			11/15/2039		514,940
	2,000,000	CA M-S-R Energy Authority1		6.500			11/01/2039		2,052,560
	30,000,000	CA M-S-R Energy Authority1		7.000			11/01/2034		33,198,600
	1,000,000	CA Municipal Finance Authority (Caritas Acquisitions/Caritas Corp. Obligated Group)1		6.400			08/15/2045		911,170
	250,000	CA Municipal Finance Authority (Harbor Regional Center)1		8.500			11/01/2039		253,013
	2,875,000	CA Public Works1		6.000			03/01/2035		2,822,761
	12,570,000	CA Public Works1		6.125			11/01/2029		12,695,574
	2,500,000	CA Public Works1		6.375			11/01/2034		2,547,475
	25,750,000	CA Public Works1		6.625			11/01/2034		26,821,200
	2,500,000	CA Public Works (Various Community Colleges)1		5.750			10/01/2030		2,387,925
	7,000,000	CA Silicon Valley Tobacco Securitization Authority		9.800	3		06/01/2036		486,150
	2,000,000	CA Statewide CDA (Aspire Public Schools)1		6.000			07/01/2040		1,743,000

18 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
California Continued
$	1,615,000	Chino, CA Community Facilities District Special Tax No. 2005-11		5.000	%		09/01/2027	$	1,083,633
	5,015,000	Chino, CA Community Facilities District Special Tax No. 2005-11		5.000			09/01/2036		2,996,864
	200,000	Chino, CA Community Facilities District Special Tax No. 2009-19-11		6.500			09/01/2029		184,994
	500,000	Chino, CA Community Facilities District Special Tax No. 2009-19-11		6.750			09/01/2040		458,930
	2,000,000	Corona-Norco, CA Unified School District Public Financing Authority Special Tax1		5.000			09/01/2036		1,432,800
	560,000	Coyote Canyon, CA Public Facilities Community Facilities District No. 2004-11		6.625			09/01/2039		528,892
	1,000,000	Davis, CA Special Tax Community Facilities District No. 2007-21		5.200			09/01/2027		758,780
	2,000,000	Davis, CA Special Tax Community Facilities District No. 2007-21		5.250			09/01/2037		1,402,780
	970,000	Elk Grove, CA Special Tax Community Facilities District No. 2005-1X1		5.250			09/01/2037		598,063
	420,000	Hemet, CA Unified School District1		5.050			09/01/2026		347,546
	250,000	Hemet, CA Unified School District1		5.125			09/01/2036		192,353
	500,000	Hemet, CA Unified School District Community Facilities District No. 2005-31		5.750			09/01/2039		383,760
	60,000,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		6.625	3		06/01/2036		2,348,400
	120,000,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		6.750	3		06/01/2047		1,002,000
	360,655,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		7.000	3		06/01/2057		807,867
	345,750,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		8.001	3		06/01/2057		774,480
	175,000	Jurupa, CA Public Financing Authority1		6.000			09/01/2028		156,632
	155,000	Jurupa, CA Public Financing Authority1		6.000			09/01/2029		137,688
	135,000	Jurupa, CA Public Financing Authority1		6.000			09/01/2030		119,409
	150,000	Jurupa, CA Public Financing Authority1		6.000			09/01/2031		131,984
	205,000	Jurupa, CA Public Financing Authority1		6.000			09/01/2032		179,861
	25,000	Lake Elsinore, CA Public Financing Authority1		6.375			10/01/2033		22,453
	1,270,000	Lake Elsinore, CA Special Tax1		5.150			09/01/2025		1,066,559
	1,245,000	Lake Elsinore, CA Special Tax1		5.250			09/01/2030		998,776
	2,450,000	Lake Elsinore, CA Special Tax1		5.250			09/01/2035		1,902,891
	200,000	Lake Elsinore, CA Special Tax1		5.350			09/01/2036		156,010
	650,000	Lake Elsinore, CA Unified School District Community Facilities District No. 04-31		5.250			09/01/2029		418,321
	1,000,000	Lancaster, CA Financing Authority (School District)1		5.000			02/01/2026		832,790
	3,950,000	Loma Linda, CA Redevel. Agency Tax Allocation1		5.250			07/01/2030		3,423,228
	680,000	Los Angeles, CA Community Facilities District Special Tax (Legends at Cascades)1		5.750			09/01/2040		587,942

19 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
California Continued
$	2,150,000	Los Angeles, CA Regional Airports Improvement Corp. (American Airlines)1		7.125	%		12/01/2024	$	2,088,188
	365,000	Menifee, CA Union School District Special Tax Community Facilities District No. 2006-31		5.000			09/01/2037		266,406
	2,500,000	Modesto, CA Special Tax Community Facilities District No. 41		5.150			09/01/2036		1,720,800
	5,000,000	Moreno Valley, CA Community Redevel. Agency1		5.000			08/01/2032		4,074,150
	630,000	Moreno Valley, CA Unified School District Community Facilities District Special Tax1		5.000			09/01/2037		469,193
	660,000	Moreno Valley, CA Unified School District Community Facilities District Special Tax No. 2004-31		5.000			09/01/2027		511,104
	1,250,000	Moreno Valley, CA Unified School District Community Facilities District Special Tax No. 2004-31		5.000			09/01/2037		884,425
	20,000,000	Northern CA Tobacco Securitization Authority (TASC)1		5.500			06/01/2045		12,555,800
	4,250,000	Oakland, CA GO1		6.000			01/15/2034		4,335,935
	955,000	Orange, CA Community Facilities District Special Tax (Del Rio Public Improvements)1		5.750			10/01/2030		853,665
	7,000,000	Palomar Pomerado, CA Health Care District COP1		6.625			11/01/2029		6,841,310
	1,000,000	Palomar Pomerado, CA Health Care District COP1		6.750			11/01/2039		975,120
	365,000	Perris, CA Community Facilities District Special Tax1		5.300			09/01/2035		291,730
	555,000	Perris, CA Community Facilities District Special Tax No. 20011		5.000			09/01/2026		439,937
	1,550,000	Perris, CA Community Facilities District Special Tax No. 20011		5.000			09/01/2037		1,110,327
	645,000	Perris, CA Community Facilities District Special Tax No. 2005-11		5.000			09/01/2037		467,831
	1,260,000	Rialto, CA Special Tax Community Facilities District No. 2006-11		5.350			09/01/2036		947,671
	2,700,000	Riverside, CA (Recovery Zone Facility) COP1		5.500			03/01/2040		2,488,428
	1,000,000	Romoland, CA School District Special Tax Community Facilities District1		5.400			09/01/2036		802,860
	345,000	San Bernardino, CA Special Tax Community Facilities District No. 2006-1 (Lytle Creek)1		5.625			09/01/2035		295,969
	350,000	San Bernardino, CA Special Tax Community Facilities District No. 2006-1 (Lytle Creek)1		5.750			09/01/2040		298,708
	20,390,000	San Diego, CA Unified School District1		0.000	4		07/01/2048		5,132,571
	22,550,000	San Diego, CA Unified School District		5.990	3		07/01/2039		3,465,935
	15,985,000	San Diego, CA Unified School District		5.990	3		07/01/2040		2,217,439
	1,620,000	San Gorgonio, CA Memorial Health Care District1		7.000			08/01/2027		1,716,844
	7,000,000	Santa Rosa, CA Rancheria Tachi Yokut Tribe Enterprise1		6.625			03/01/2018		6,561,450
	29,445,000	Southern CA Tobacco Securitization Authority1		5.125			06/01/2046		17,608,699
	13,675,000	Southern CA Tobacco Securitization Authority		6.400	3		06/01/2046		225,638

20 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
California Continued
$	47,250,000	Southern CA Tobacco Securitization Authority		7.100	%3		06/01/2046	$	766,868
	11,930,000	Southern CA Tobacco Securitization Authority (TASC)1		5.000			06/01/2037		7,861,751
	235,000	Temecula Valley, CA Unified School District Community Facilities District No. 20041		5.000			09/01/2037		180,936
	2,000,000	Temecula, CA Public Financing Authority Community Facilities District (Roripaugh)1		5.450			09/01/2026		1,129,360
	1,000,000	Temecula, CA Public Financing Authority Community Facilities District (Roripaugh)1		5.500			09/01/2036		493,700
	10,500,000	University of California (Regents Medical Center)2		5.000			05/15/2037		10,134,495
	100,000	Victor Valley, CA Union High School District1		5.050			09/01/2025		79,167
	1,160,000	Victor Valley, CA Union High School District1		5.100			09/01/2035		805,249
	2,025,000	Westside, CA Union School District Community Facilities District Special Tax No. 2005-21		5.000			09/01/2036		1,486,917
									376,179,307
Colorado—4.3%
	5,000,000	Arkansas River, CO Power Authority1		5.250			10/01/2032		4,343,700
	11,690,000	Arkansas River, CO Power Authority1		6.000			10/01/2040		11,033,957
	750,000	Arkansas River, CO Power Authority1		6.125			10/01/2040		730,433
	70,000	CO Andonea Metropolitan District No. 21		6.125			12/01/2025		56,728
	1,000,000	CO Andonea Metropolitan District No. 31		6.250			12/01/2035		728,620
	2,800,000	CO Arista Metropolitan District1		6.750			12/01/2035		1,970,136
	4,320,000	CO Broomfield Village Metropolitan District No. 21		6.250			12/01/2032		3,368,650
	935,000	CO Central Marksheffel Metropolitan District1		7.250			12/01/2029		885,062
	6,700,000	CO Compark Business Campus Metropolitan District1		5.600			12/01/2034		4,909,693
	500,000	CO Copperleaf Metropolitan District No. 21		5.850			12/01/2026		363,670
	625,000	CO Copperleaf Metropolitan District No. 21		5.950			12/01/2036		412,588
	500,000	CO Crystal Crossing Metropolitan District1		6.000			12/01/2036		332,465
	10,000	CO Deer Creek Metropolitan District1		5.000			12/01/2026		9,838
	125,000	CO E-470 Public Highway Authority		6.814	3		09/01/2025		44,351
	500,000	CO Educational and Cultural Facilities Authority (Carbon Valley Academy Charter School)1		5.625			12/01/2036		373,230
	1,500,000	CO Educational and Cultural Facilities Authority (Free Horizon Charter School)1		6.125			06/15/2040		1,413,480
	5,000,000	CO Educational and Cultural Facilities Authority (Inn at Auraria)		6.000			07/01/2042		2,500,100
	10,000	CO Educational and Cultural Facilities Authority (University of Northern Colorado)1		5.000			07/01/2031		8,720
	500,000	CO Elbert and Highway 86 Metropolitan District1		5.750			12/01/2036		345,745
	1,000,000	CO Elkhorn Ranch Metropolitan District1		6.375			12/01/2035		760,780
	500,000	CO Fallbrook Metropolitan District1		5.625			12/01/2026		378,215
	750,000	CO Fossil Ridge Metropolitan District No. 11		7.250			12/01/2040		695,093

21 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Colorado Continued
$	10,000	CO Health Facilities Authority (Denver Options)1		5.375	%		02/01/2022	$	8,445
	30,000	CO Health Facilities Authority (Denver Options)1		5.625			02/01/2032		23,008
	10,000	CO Health Facilities Authority (National Jewish Medical & Research Center)1		5.375			01/01/2023		9,240
	500,000	CO Heritage Todd Creek Metropolitan District1		5.500			12/01/2037		328,110
	500,000	CO High Plains Metropolitan District1		6.250			12/01/2035		364,310
	234,000	CO Horse Creek Metropolitan District1		5.750			12/01/2036		160,229
	500,000	CO Huntington Trails Metropolitan District1		6.250			12/01/2036		440,875
	456,000	CO International Center Metropolitan District No. 31		6.500			12/01/2035		326,291
	500,000	CO Liberty Ranch Metropolitan District1		6.250			12/01/2036		362,865
	625,000	CO Madre Metropolitan District No. 21		5.500			12/01/2036		363,569
	2,770,000	CO Murphy Creek Metropolitan District No. 36		6.000			12/01/2026		1,380,402
	2,850,000	CO Murphy Creek Metropolitan District No. 3		6.125			12/01/2035		1,406,390
	2,650,000	CO North Pines Metropolitan District1		6.750			12/01/2036		2,055,208
	1,945,000	CO North Range Metropolitan District No. 11		5.000			12/15/2024		1,558,684
	1,250,000	CO North Range Metropolitan District No. 21		5.500			12/15/2018		1,161,438
	500,000	CO North Range Metropolitan District No. 21		5.500			12/15/2037		391,710
	1,000,000	CO Northwest Metropolitan District No. 31		6.125			12/01/2025		810,400
	1,875,000	CO Northwest Metropolitan District No. 31		6.250			12/01/2035		1,402,875
	750,000	CO Potomac Farms Metropolitan District1		7.250			12/01/2037		533,603
	125,000	CO Potomac Farms Metropolitan District1		7.625			12/01/2023		112,374
	470,000	CO Prairie Center Metropolitan District No. 31		5.250			12/15/2021		399,763
	805,000	CO Prairie Center Metropolitan District No. 31		5.400			12/15/2031		606,044
	750,000	CO Regency Metropolitan District1		5.750			12/01/2036		520,898
	20,000,000	CO Regional Transportation District (Denver Transportation Partners)1		6.500			01/15/2030		19,827,200
	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		479,400
	270,000	CO Silver Dollar Metropolitan District1		5.100			12/01/2030		197,735
	500,000	CO Silver Peaks Metropolitan District1		5.750			12/01/2036		337,950
	1,000,000	CO Sorrell Ranch Metropolitan District		6.750			12/15/2036		793,010
	666,000	CO Tallgrass Metropolitan District1		5.250			12/01/2037		504,329
	540,000	CO Tallyns Reach Metropolitan District No. 31		5.100			12/01/2026		485,109
	500,000	CO Traditions Metropolitan District No. 21		5.750			12/01/2036		393,615
	1,129,000	CO Wheatlands Metropolitan District1		6.000			12/01/2025		903,087
	500,000	CO Wheatlands Metropolitan District1		6.125			12/01/2035		363,895
	250,000	CO Woodmen Heights Metropolitan District No. 1		6.750			12/01/2020		122,980
	4,500,000	CO Woodmen Heights Metropolitan District No. 1		7.000			12/01/2030		2,158,110
	10,000,000	Ebert, CO Metropolitan District1		5.350			12/01/2037		6,861,300

22 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Colorado Continued
$	175,000	Fairplay, CO Sanitation District1		5.250	%		12/15/2031	$	133,474
	180,000	Jefferson County, CO (Section 14 Metropolitan District)1		5.000			12/01/2018		183,267
	2,570,000	Loveland, CO Special Assessment1		5.625			07/01/2029		1,861,837
	25,000	Public Authority for CO (Natural Gas Energy)1		6.250			11/15/2028		25,841
	500,000	Tabernash Meadows, CO Water & Sanitation District1		7.125			12/01/2034		467,830
	30,000	University of Colorado Hospital Authority1		5.200			11/15/2017		30,028
	20,000	University of Colorado Hospital Authority1		5.250			11/15/2022		20,000
									86,557,033
Connecticut—0.3%
	75,000	CT Devel. Authority (Church Homes)1		5.800			04/01/2021		71,883
	785,000	CT H&EFA (Bridgeport Hospital)1		6.625			07/01/2018		794,491
	35,000	CT H&EFA (Bridgeport Hospital/Bridgeport Hospital Foundation Obligated Group)1		5.250			07/01/2015		35,047
	15,000	CT H&EFA (DKH)1		5.375			07/01/2016		15,044
	220,000	CT H&EFA (DKH/CHHC/HNE Obligated Group)1		5.375			07/01/2026		220,018
	230,000	CT H&EFA (Ethel Walker School)1		6.000			07/01/2039		209,378
	15,000	CT H&EFA (Lawrence & Memorial Hospital)1		5.000			07/01/2013		15,021
	50,000	CT H&EFA (Middlesex Hospital)1		5.125			07/01/2017		50,023
	10,000	CT H&EFA (Sacred Heart University)1		5.000			07/01/2028		9,038
	500,000	Georgetown, CT Special Taxing District		5.125			10/01/2036		241,455
	10,150,000	Mashantucket, CT Western Pequot Tribe, Series B		5.750			09/01/2027		4,034,625
									5,696,023
Delaware—0.3%
	3,900,000	Bridgeville, DE Special Obligation (Heritage Shores)1		5.450			07/01/2035		2,524,275
	1,000,000	Kent County, DE Student Hsg. (Delaware State University Student Hsg. Foundation)1		5.000			07/01/2025		735,610
	630,000	Kent County, DE Student Hsg. (Delaware State University Student Hsg. Foundation)1		5.000			07/01/2030		428,828
	2,310,000	Millsboro, DE Special Obligation (Plantation Lakes)1		5.450			07/01/2036		1,534,025
									5,222,738
District of Columbia—0.7%
	825,000	District of Columbia Tobacco Settlement Financing Corp.1		6.750			05/15/2040		774,106
	72,125,000	District of Columbia Tobacco Settlement Financing Corp. (TASC)		6.375	3		06/15/2046		1,595,405
	304,205,000	District of Columbia Tobacco Settlement Financing Corp. (TASC)		6.924	3		06/15/2046		7,343,509
	6,500,000	Metropolitan Washington D.C. Airport Authority (Dulles Toll Road)		1.060	3		10/01/2041		4,541,745
									14,254,765

23 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Florida—17.1%
$	770,000	Aberdeen, FL Community Devel. District6		5.250	%		11/01/2015	$	417,109
	715,000	Aberdeen, FL Community Devel. District6		5.500			05/01/2036		347,683
	100,000	Alachua County, FL Health Facilities Authority (Shands Teaching Hospital & Clinics/Shands at Lake Shore Obligated Group)1		6.750			12/01/2030		104,242
	2,000,000	Amelia Concourse, FL Community Devel. District5,6		5.750			05/01/2038		755,080
	1,125,000	Arlington Ridge, FL Community Devel. District		5.500			05/01/2036		444,038
	105,000	Atlantic Beach, FL Health Care Facilities (Fleet Landing)1		6.000			10/01/2029		92,181
	1,385,000	Avelar Creek, FL Community Devel. District1		5.375			05/01/2036		1,001,203
	435,000	Avignon Villages, FL Community Devel. District5,6		5.300			05/01/2014		108,141
	250,000	Avignon Villages, FL Community Devel. District5,6		5.400			05/01/2037		62,150
	395,000	Bahia Lakes, FL Community Devel. District1		5.450			05/01/2037		297,186
	1,575,000	Bainebridge, FL Community Devel. District1		5.500			05/01/2038		937,283
	65,000	Baker County, FL Hospital Authority1		5.300			12/01/2023		51,819
	1,785,000	Bay Laurel Center, FL Community Devel. District1		5.450			05/01/2037		1,403,028
	1,485,000	Baywinds, FL Community Devel. District1		5.250			05/01/2037		736,397
	50,000	Boynton Beach, FL Multifamily Hsg. (Clipper Cove Apartments)1		5.300			01/01/2023		44,126
	1,950,000	Boynton Village, FL Community Devel. District Special Assessment1		6.000			05/01/2038		1,388,595
	2,450,000	Brevard County, FL Industrial Devel. Revenue (Tuff Florida Tech)1		6.500			11/01/2029		2,362,388
	11,000,000	Brevard County, FL Industrial Devel. Revenue (Tuff Florida Tech)1		6.750			11/01/2039		10,471,010
	25,000	Broward County, FL Educational Facilities Authority (Nova Southeastern University)1		5.625			04/01/2034		22,927
	200,000	Cape Coral, FL Health Facilities Authority (Gulf Care)1		5.625			10/01/2027		178,038
	380,000	Cape Coral, FL Health Facilities Authority (Gulf Care)1		6.000			10/01/2025		356,539
	1,300,000	Cascades, FL Groveland Community Devel. District1		5.300			05/01/2036		846,209
	3,400,000	Chapel Creek, FL Community Devel. District Special Assessment5,6		5.500			05/01/2038		1,117,240
	1,500,000	City Center, FL Community Devel. District5,6		6.000			05/01/2038		636,465
	1,675,000	Clearwater Cay, FL Community Devel. District5,6		5.500			05/01/2037		635,998
	1,245,000	Connerton West, FL Community Devel. District5,6		5.125			05/01/2016		472,353
	1,520,000	Copperstone, FL Community Devel. District1		5.200			05/01/2038		1,022,337
	2,685,000	Cordoba Ranch, FL Community Devel. District Special Assessment5,6		5.550			05/01/2037		1,012,782
	405,000	Coronado, FL Community Devel. District1		6.000			05/01/2038		347,697
	4,365,000	Creekside, FL Community Devel. District5,6		5.200			05/01/2038		1,827,626
	875,000	Crosscreek, FL Community Devel. District		5.500			05/01/2017		327,425
	415,000	Crosscreek, FL Community Devel. District		5.600			05/01/2039		155,293

24 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	5,690,000	Cypress Creek of Hillsborough County, FL Community Devel. District1		5.350	%		05/01/2037	$	2,690,801
	1,055,000	Dade County, FL IDA (Miami Cerebral Palsy Residence)1		8.000			06/01/2022		980,791
	10,000	Dania, FL Sales Tax1		5.000			10/01/2025		9,462
	25,000	Destin, FL Community Redevel. Agency (Town Center Area)1		5.300			05/01/2027		18,193
	1,815,000	Dupree Lakes, FL Community Devel. District1		5.375			05/01/2037		1,363,337
	915,000	Durbin Crossing, FL Community Devel. District Special Assessment		5.250			11/01/2015		671,317
	10,000	Duval County, FL HFA (C.A.U. Eagles Point North/ C.A.U. Cedars Obligated Group)1		5.650			07/01/2022		9,253
	285,000	East Homestead, FL Community Devel. District5,6		5.000			05/01/2011		225,720
	2,400,000	East Homestead, FL Community Devel. District1		5.375			05/01/2036		1,710,288
	1,365,000	East Homestead, FL Community Devel. District1		5.450			11/01/2036		1,095,358
	25,000	Enterprise, FL Community Devel. District1		5.700			05/01/2029		24,999
	685,000	Escambia County, FL Health Facilities Authority1		5.950			07/01/2020		695,515
	2,345,000	Escambia County, FL Health Facilities Authority (Baptist Manor/Baptist Hospital Obligated Group)1		6.000			08/15/2036		2,233,331
	10,000	Escambia County, FL Utilities Authority1		6.250			01/01/2015		10,947
	7,470,000	Fiddler’s Creek, FL Community Devel. District No. 25,6		6.000			05/01/2038		2,384,424
	300,000	FL Capital Trust Agency (AHF Florida LLC)		8.125			10/01/2038		27,270
	2,550,000	FL Capital Trust Agency (American Opportunity)		5.875			06/01/2038		815,592
	5,665,000	FL Capital Trust Agency (Atlantic Hsg. Foundation)5,6		7.000			07/15/2032		2,737,101
	1,875,000	FL Capital Trust Agency (Atlantic Hsg. Foundation)5,6		8.260			07/15/2038		906,131
	750,000	FL Capital Trust Agency (Miami Community Charter School)1		7.000			10/15/2040		649,463
	10,440,000	FL COP (Dept. of Management Services)2		5.250			08/01/2028		10,275,779
	20,000	FL Correctional Private Commission (350 Bed Youthful) COP1		5.000			08/01/2017		20,022
	230,000	FL Gateway Services Community Devel. District (Sun City Center)1		6.500			05/01/2033		203,679
	1,250,000	FL Higher Educational Facilities Financial Authority (Bethune-Cookman University)1		5.375			07/01/2032		1,192,625
	1,100,000	FL Lake Ashton II Community Devel. District1		5.375			05/01/2036		785,059
	1,000,000	FL New Port Tampa Bay Community Devel. District5,6		5.300			11/01/2012		306,700
	7,220,000	FL New Port Tampa Bay Community Devel. District5,6		5.875			05/01/2038		2,214,374
	500,000	FL Parker Road Community Devel. District		5.350			05/01/2015		284,750
	485,000	FL Parker Road Community Devel. District		5.600			05/01/2038		262,036
	950,000	FL Principal One Community Devel. District1		5.650			05/01/2035		817,960
	60,000	FL State Board of Education1		5.000			06/01/2024		60,034
	3,945,000	Flora Ridge, FL Educational Facilities Benefit District1		5.300			05/01/2037		2,853,142

25 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	2,065,000	Fontainbleau Lakes, FL Community Devel. District5,6		6.000	%		05/01/2015	$	1,485,974
	890,000	Fontainbleau Lakes, FL Community Devel. District5,6		6.000			05/01/2038		640,444
	586,868	Forest Creek, FL Community Devel. District1,6		5.450			05/01/2036		360,073
	150,000	Forest Creek, FL Community Devel. District1		5.450			05/01/2036		122,615
	10,000,000	Grand Bay at Doral, FL Community Devel. District6		6.000			05/01/2017		3,494,000
	3,000,000	Grand Bay at Doral, FL Community Devel. District6		6.000			05/01/2039		1,048,200
	3,580,000	Greater Lakes/Sawgrass Bay, FL Community Devel. District5,6		5.500			05/01/2038		1,538,684
	16,000,000	Greater Orlando, FL Aviation Authority2		5.000			10/01/2032		14,993,120
	1,745,000	Harrison Ranch, FL Community Devel. District1		5.300			05/01/2038		1,292,190
	915,000	Heritage Harbour South, FL Community Devel. District1		6.500			05/01/2034		822,265
	195,000	Heritage Isles, FL Community Devel. District5,6		7.100			10/01/2023		75,375
	1,215,000	Heritage Plantation, FL Community Devel. District		5.400			05/01/2037		485,271
	10,000	Hialeah, FL Hsg. Authority1		5.800			06/20/2033		10,109
	310,000	Highland Meadows, FL Community Devel. District Special Assessment, Series A5,6		5.500			05/01/2036		118,476
	565,000	Highlands, FL Community Devel. District5,6		5.000			05/01/2011		282,048
	9,300,000	Highlands, FL Community Devel. District5,6		5.550			05/01/2036		4,706,079
	745,000	Hillsborough County, FL IDA (Senior Care Group)1		6.750			07/01/2029		669,152
	25,000	Hillsborough County, FL IDA (Tampa General Hospital)1		5.400			10/01/2028		23,045
	5,000,000	Hillsborough County, FL IDA (University Community Hospital)1		8.000			08/15/2032		6,816,150
	875,000	Indigo, FL Community Devel. District		5.750			05/01/2036		482,239
	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		24,523
	5,500,000	Keys Cove, FL Community Devel. District1		5.500			05/01/2036		4,195,675
	220,000	Lake Frances, FL Community Devel. District Special Assessment5,6		5.300			05/01/2037		130,878
	75,000	Lakeland, FL Hospital System (Lakeland Regional Medical Center)1		5.250			11/15/2025		72,633
	250,000	Lakeside Landings, FL Devel. District5,6		5.500			05/01/2038		102,300
	4,915,000	Lakewood Ranch, FL Stewardship District1		5.500			05/01/2036		3,311,874
	3,935,000	Lakewood Ranch, FL Stewardship District (Country Club East Investors)1		5.400			05/01/2037		2,641,526
	4,500,000	Lee County, FL IDA (Cypress Cove Healthpark)1		6.750			10/01/2032		3,361,140
	500,000	Legends Bay, FL Community Devel. District		5.500			05/01/2014		380,760
	500,000	Legends Bay, FL Community Devel. District		5.875			05/01/2038		331,100
	2,020,000	Lucaya, FL Community Devel. District1		5.375			05/01/2035		1,500,395
	2,490,000	Madeira, FL Community Devel. District		5.250			11/01/2014		1,723,105
	2,465,000	Madeira, FL Community Devel. District		5.450			05/01/2039		1,520,116

26 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	530,000	Madison County, FL Mtg. (Twin Oaks)1		6.000	%		07/01/2025	$	452,233
	1,775,000	Magnolia Creek, FL Community Devel. District5,6		5.900			05/01/2039		851,468
	1,425,000	Magnolia West, FL Community Devel. District Special Assessment1		5.350			05/01/2037		815,798
	8,975,000	Meadow Pines, FL Community Devel. District Special Assessment1		6.250			05/01/2034		7,200,014
	4,375,000	Mediterranea, FL Community Devel. District Special Assessment5,6		5.600			05/01/2037		2,164,313
	50,000	Miami, FL Health Facilities Authority (Catholic Health East)1		5.250			11/15/2028		46,811
	15,000,000	Miami-Dade County, FL Aviation (Miami International Airport)2		5.000			10/01/2041		13,820,700
	7,140,000	Miromar Lakes, FL Community Devel. District1		6.875			05/01/2035		5,509,938
	3,380,000	Miromar Lakes, FL Community Devel. District1		7.375			05/01/2032		2,843,560
	3,800,000	Monterey/Congress, FL Community Devel. District Special Assessment1		5.375			05/01/2036		2,789,238
	9,385,000	Moody River, FL Estates Community Devel. District1		5.350			05/01/2036		5,412,893
	10,845,000	Myrtle Creek, FL Improvement District Special Assessment1		5.200			05/01/2037		7,155,639
	210,000	Naples, FL Hospital Revenue (Naples Community Hospital)1		5.250			10/01/2014		210,221
	580,000	Naturewalk, FL Community Devel. District		5.300			05/01/2016		289,884
	485,000	Naturewalk, FL Community Devel. District		5.500			05/01/2038		242,403
	470,000	Oak Creek, FL Community Devel. District Special Assessment1		5.800			05/01/2035		359,564
	7,340,000	Oakland, FL Charter School1		6.950			12/01/2032		6,597,192
	1,345,000	Oakmont Grove, FL Community Devel. District Special Assessment5,6		5.250			05/01/2012		469,002
	500,000	Oakmont Grove, FL Community Devel. District Special Assessment5,6		5.400			05/01/2038		174,350
	300,000	Orange County, FL Health Facilities Authority (GF Orlando/CFGH Obligated Group)1		8.875			07/01/2021		304,596
	800,000	Orange County, FL Health Facilities Authority (GF Orlando/CFGH Obligated Group)1		9.000			07/01/2031		811,936
	250,000	Orange County, FL Health Facilities Authority (Orlando Lutheran Tower)1		5.500			07/01/2032		199,333
	10,000,000	Orange County, FL School Board COP2		5.500			08/01/2034		9,730,200
	1,250,000	Palm Bay, FL Educational Facilities (Patriot Charter School)5,6		7.000			07/01/2036		622,900
	50,000	Palm Beach County Plantation, FL Community Devel. District Special Assessment1		6.250			05/01/2034		48,739
	125,000	Palm Beach County, FL Health Facilities Authority (Boca Raton Community Hospital)1		5.500			12/01/2021		115,100

27 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	25,000	Palm Beach County, FL Health Facilities Authority (Boca Raton Community Hospital)1		5.625	%		12/01/2031	$	21,527
	2,040,000	Palm Coast Park, FL Community Devel. District Special Assessment1		5.700			05/01/2037		1,172,878
	1,170,000	Palm Glades, FL Community Devel. District1		4.850			05/01/2011		829,998
	2,400,000	Palm Glades, FL Community Devel. District1		5.300			05/01/2036		1,754,304
	460,000	Palm River, FL Community Devel. District5,6		5.150			05/01/2013		182,620
	510,000	Palm River, FL Community Devel. District5,6		5.375			05/01/2036		202,470
	4,510,000	Palma Sola Trace, FL Community Devel. District1		5.750			05/01/2035		3,650,620
	2,510,000	Parkway Center, FL Community Devel. District, Series A1		6.125			05/01/2024		2,051,373
	2,205,000	Parkway Center, FL Community Devel. District, Series A1		6.300			05/01/2034		1,637,014
	1,425,000	Pine Ridge Plantation, FL Community Devel. District5,6		5.400			05/01/2037		890,369
	1,500,000	Pinellas County, FL Health Facility Authority (St. Mark Village)1		5.650			05/01/2037		1,156,230
	430,000	Poinciana West, FL Community Devel. District Special Assessment1		6.000			05/01/2037		346,442
	25,000	Port Everglades, FL Authority, Series A1		5.000			09/01/2016		25,784
	550,000	Port St. Lucie, FL Special Assessment (Peacock & Lowry)1		5.350			07/01/2027		433,686
	670,000	Portico, FL Community Devel. District1		5.450			05/01/2037		308,763
	2,670,000	Portofino Cove, FL Community Devel. District Special Assessment5,6		5.250			05/01/2012		1,065,864
	490,000	Portofino Cove, FL Community Devel. District Special Assessment5,6		5.500			05/01/2038		195,608
	285,000	Portofino Landings, FL Community Devel. District Special Assessment5,6		5.200			05/01/2017		113,772
	980,000	Portofino Landings, FL Community Devel. District Special Assessment5,6		5.400			05/01/2038		391,216
	265,000	Portofino Springs, FL Community Devel. District Special Assessment5,6		5.500			05/01/2038		113,818
	17,765,000	Quarry, FL Community Devel. District1		5.500			05/01/2036		13,251,979
	10,840,000	Renaissance Commons, FL Community Devel. District, Series A1		5.600			05/01/2036		8,252,926
	1,710,000	Reunion East, FL Community Devel. District5,6		5.800			05/01/2036		834,993
	6,025,000	Reunion East, FL Community Devel. District, Series A		7.375			05/01/2033		4,090,794
	2,405,000	Reunion West, FL Community Devel. District6		6.250			05/01/2036		1,226,382
	1,480,000	Ridgewood Trails, FL Community Devel. District		5.650			05/01/2038		741,865
	2,500,000	River Glen, FL Community Devel. District Special Assessment5,6		5.450			05/01/2038		964,525
	1,165,000	Riverwood Estates, FL Community Devel. District Special Assessment5,6		5.350			05/01/2037		200,264
	160,000	Rolling Hills, FL Community Devel. District1		5.450			05/01/2037		87,146
	400,000	Santa Rosa Bay, FL Bridge Authority		6.250			07/01/2028		189,240

28 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	4,535,000	Sarasota County, FL Educational Facilities (School of Arts & Sciences)1		6.500	%		07/01/2040	$	3,994,428
	3,505,000	Sarasota County, FL Educational Facilities (School of Arts & Sciences)1		6.750			07/01/2030		3,304,549
	23,750,000	Sarasota, FL National Community Devel. District Special Assessment5,6		5.300			05/01/2039		4,747,625
	2,285,000	Shingle Creek, FL Community Devel. District5,6		6.100			05/01/2025		895,035
	6,340,000	Shingle Creek, FL Community Devel. District5,6		6.125			05/01/2037		2,483,378
	2,875,000	Six Mile Creek, FL Community Devel. District		5.875	7		05/01/2038		931,788
	1,985,000	South Bay, FL Community Devel. District5,6		5.125			11/01/2009		633,811
	3,750,000	South Bay, FL Community Devel. District5,6		5.375			05/01/2013		813,000
	5,400,000	South Bay, FL Community Devel. District5,6		5.950			05/01/2036		1,724,220
	2,725,000	St. John’s Forest, FL Community Devel. District, Series A1		6.125			05/01/2034		2,198,721
	1,500,000	St. Johns County, FL IDA (Presbyterian Retirement)1		6.000			08/01/2045		1,420,890
	400,000	St. Johns County, FL IDA (St. John’s County Welfare Federation)1		5.250			10/01/2041		273,524
	845,000	Stonegate, FL Community Devel. District1		6.000			05/01/2024		807,026
	995,000	Stonegate, FL Community Devel. District1		6.125			05/01/2034		920,236
	2,520,000	Stoneybrook, FL South Community Devel. District		5.800			05/01/2039		1,070,496
	695,000	Summerville, FL Community Devel. District5,6		5.500			05/01/2036		313,438
	2,000,000	Sweetwater Creek, FL Community Devel. District		5.500	7		05/01/2038		898,800
	105,000	Tavares, FL Water & Sewer1		5.500			10/01/2030		104,990
	6,020,000	Tern Bay, FL Community Devel. District5,6		5.000			05/01/2015		1,485,134
	500,000	Tern Bay, FL Community Devel. District5,6		5.375			05/01/2037		123,350
	4,745,000	Town Center, FL at Palm Coast Community Devel. District1		6.000			05/01/2036		3,059,291
	235,000	Turnbull Creek, FL Community Devel. District Special Assessment1		5.250			05/01/2037		142,499
	9,135,000	Turnbull Creek, FL Community Devel. District Special Assessment1		5.800			05/01/2035		6,806,580
	9,015,000	Two Creeks, FL Community Devel. District1		5.250			05/01/2037		5,520,155
	5,650,000	Verandah East, FL Community Devel. District1		5.400			05/01/2037		2,647,251
	4,370,000	Verandah, FL Community Devel District1		5.250			05/01/2036		3,151,469
	1,050,000	Verano Center, FL Community Devel. District1		5.375			05/01/2037		567,200
	9,090,000	Verona Walk, FL Community Devel. District1		5.375			05/01/2037		6,571,343
	1,000,000	Villa Portofino East, FL Community Devel. District1		5.200			05/01/2037		711,270
	2,565,000	Villa Vizcaya, FL Community Devel. District Special Assessment5,6		5.350			05/01/2017		1,290,708
	420,000	Villa Vizcaya, FL Community Devel. District Special Assessment5,6		5.550			05/01/2039		211,336
	1,575,000	Villages of Westport, FL Community Devel. District		5.700			05/01/2035		879,370
	6,795,000	Villagewalk of Bonita Springs, FL Community Devel. District1		5.150			05/01/2038		4,091,949

29 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	4,945,000	Vista, FL Community Devel. District Special Assessment1		5.375	%		05/01/2037	$	3,696,536
	1,500,000	Waterford Estates, FL Community Devel. District Special Assessment5,6		5.125			05/01/2013		445,350
	2,470,000	Waterford Estates, FL Community Devel. District Special Assessment5,6		5.500			05/01/2037		733,343
	1,250,000	Watergrass, FL Community Devel. District Special Assessment1		5.125			11/01/2014		768,088
	785,000	Watergrass, FL Community Devel. District Special Assessment1		5.375			05/01/2039		383,951
	5,860,000	Watergrass, FL Community Devel. District Special Assessment1		5.500			05/01/2036		2,978,755
	3,276,156	Watergrass, FL Community Devel. District Special Assessment1		6.960			11/01/2017		2,941,923
	950,000	Waterlefe, FL Community Devel. District Golf Course5,6		8.125			10/01/2025		7,885
	6,605,000	Waters Edge, FL Community Devel. District1		5.300			05/01/2036		5,269,337
	805,000	Waters Edge, FL Community Devel. District5,6		5.350			05/01/2039		353,959
	250,000	Waters Edge, FL Community Devel. District5,6		5.400			05/01/2039		109,925
	1,785,000	Waterstone, FL Community Devel. District5,6		5.500			05/01/2018		712,929
	655,000	West Villages, FL Improvement District		5.350			05/01/2015		494,905
	4,020,000	West Villages, FL Improvement District5,6		5.500			05/01/2037		1,778,327
	3,425,000	West Villages, FL Improvement District		5.500			05/01/2038		1,584,302
	7,350,000	West Villages, FL Improvement District		5.800			05/01/2036		3,409,371
	4,925,000	Westridge, FL Community Devel. District5,6		5.800			05/01/2037		1,867,560
	5,840,000	Westside, FL Community Devel. District6		5.650			05/01/2037		2,368,062
	690,000	World Commerce, FL Community Devel. District Special Assessment5,6		5.500			05/01/2038		220,890
	5,240,000	World Commerce, FL Community Devel. District Special Assessment1		6.125			05/01/2035		4,270,548
	2,800,000	World Commerce, FL Community Devel. District Special Assessment5,6		6.500			05/01/2036		900,452
	2,250,000	Wyld Palms, FL Community Devel. District5,6		5.400			05/01/2015		694,350
	1,445,000	Wyld Palms, FL Community Devel. District5,6		5.500			05/01/2038		445,927
	450,000	Zephyr Ridge, FL Community Devel. District5,6		5.250			05/01/2013		178,515
	990,000	Zephyr Ridge, FL Community Devel. District5,6		5.625			05/01/2037		392,733
									344,739,967
Georgia—1.8%
	12,990,000	Atlanta, GA Devel. Authority Student Hsg. (Clark Atlanta University)		6.000			07/01/2036		7,864,796
	2,470,000	Atlanta, GA Devel. Authority Student Hsg. (Clark Atlanta University)		6.250			07/01/2036		1,550,073
	10,000	Atlanta, GA HDC (Bedford Tower)1		6.250			01/01/2015		10,026

30 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Georgia Continued
$	1,500,000	Atlanta, GA Tax Allocation (Beltline)1		7.500	%		01/01/2031	$	1,489,140
	255,000	Atlanta, GA Tax Allocation (Beltline)1		7.500			01/01/2031		248,811
	1,000,000	Chatham County, GA Hospital Authority (Memorial Health University Medical Center)1		5.375			01/01/2026		860,100
	250,000	Chatham County, GA Hospital Authority (Memorial Health University Medical Center)1		5.500			01/01/2034		203,103
	10,000	Clark County, GA Hospital Authority (Athens Regional Medical)1		5.250			01/01/2029		9,829
	15,000	Dalton, GA Devel. Authority (Hamilton Health Care System)1		5.000			08/15/2028		12,735
	30,000	Dalton, GA Devel. Authority (Hamilton Health Care System/Hamilton Medical Center Obligated Group)1		5.375			08/15/2016		30,019
	8,470,000	DeKalb County, GA Devel. Authority Public Purpose1		5.500			12/10/2023		7,836,698
	10,000	DeKalb County, GA Hsg. Authority (Spring Chase Apartments)1		5.400			11/01/2030		10,000
	3,540,000	East Point, GA (Camp Creek), Series B1		8.000			02/01/2026		3,541,487
	5,275,000	East Point, GA (Camp Creek), Series B1		8.000			02/01/2026		5,277,216
	100,000	Fulton County, GA Hospital Authority (Northside Hospital)1		5.125			10/01/2016		100,028
	10,000	Fulton County, GA Hospital Authority (Northside Hospital)		5.375			10/01/2012		10,017
	3,000,000	Fulton County, GA Residential Care Facilities (Lenbrook Square Foundation)1		5.125			07/01/2042		1,795,470
	200,000	GA Hsg. and Finance Authority (Hunters Grove)1		5.850			01/01/2017		200,306
	5,000,000	GA Main Street Natural Gas1		5.500			09/15/2026		4,733,900
	25,000	GA Municipal Electric Authority1		6.600			01/01/2018		28,722
	125,000	GA Private Colleges & University Authority (Mercer University)1		5.375			06/01/2031		106,005
	775,000	Northwestern Gwinnett County, GA Facilities Corp. COP (Dept. of Motor Vehicle Safety)1		5.000			06/15/2021		776,372
	500,000	Savannah, GA EDA (Skidway Health & Living Services)1		7.400			01/01/2024		489,010
	30,000	Ware County, GA Hospital Authority (Southeast Health Unit)1		6.625			03/01/2017		30,043
									37,213,906
Hawaii—0.0%
	750,000	HI Dept. of Budget & Finance Special Purpose (15 Craigside)		9.000			11/15/2044		827,918
Idaho—0.4%
	1,000,000	ID Hsg. & Finance Assoc. (Compass Public Charter School)1		6.250			07/01/2045		850,760
	55,000	ID Hsg. Agency (Multifamily Hsg.)1		6.700			07/01/2024		55,045
	5,000	ID Hsg. Agency (Single Family Mtg.)		5.800			07/01/2025		5,002

31 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Idaho Continued
$	5,360,000	Pocatello, ID Devel. Authority Revenue Allocation Tax Increment, Series A1		6.000	%		08/01/2028	$	4,167,025
	2,980,000	Twin Falls, ID Urban Renewal Agency, Series A1		5.450			08/01/2022		2,537,291
									7,615,123
Illinois—12.6%
	600,000	Annawan, IL Tax Increment (Patriot Renewable Fuels)1		5.625			01/01/2018		484,086
	1,825,000	Bedford Park, IL Tax1		5.125			12/30/2018		1,629,305
	670,000	Bourbonnais, IL Industrial (Olivet NazareneUniversity)1		5.500			11/01/2040		611,650
	1,500,000	Bourbonnais, IL Industrial (Olivet NazareneUniversity)1		6.000			11/01/2035		1,456,575
	235,000	Chicago, IL Midway Airport, Series B1		5.000			01/01/2035		206,156
	6,000,000	Chicago, IL Park District (Harbor Facilities)2		5.250			01/01/2037		5,834,160
	10,000,000	Chicago, IL Park District (Harbor Facilities)2		5.250			01/01/2040		9,667,700
	2,400,000	Cook County, IL Community School District GO1		7.125			06/01/2024		2,385,000
	949,000	Cortland, IL Special Tax (Sheaffer System)		5.500			03/01/2017		588,266
	395,000	Country Club Hills, IL GO1		5.000			12/01/2026		342,023
	410,000	Country Club Hills, IL GO1		5.000			12/01/2027		348,516
	435,000	Country Club Hills, IL GO1		5.000			12/01/2028		364,034
	455,000	Country Club Hills, IL GO1		5.000			12/01/2029		375,207
	475,000	Country Club Hills, IL GO1		5.000			12/01/2030		385,928
	500,000	Country Club Hills, IL GO1		5.000			12/01/2031		399,285
	1,040,000	Country Club Hills, IL GO1		5.000			12/01/2032		818,449
	168,000	Du Page County, IL Special Service Area No. 31 Special Tax (Monarch Landing)1		5.400			03/01/2016		159,402
	320,000	Du Page County, IL Special Service Area No. 31 Special Tax (Monarch Landing)1		5.625			03/01/2036		237,165
	1,250,000	Gilberts, IL Special Service Area No. 19 Special Tax (Conservancy)5,6		5.375			03/01/2016		649,125
	2,225,000	Harvey, IL GO		5.500			12/01/2027		1,964,230
	1,000,000	Harvey, IL GO		5.625			12/01/2032		871,320
	5,700,000	Harvey, IL Hotel Motel Tax & Sales (Hotel & Conference Center)1		6.875			08/01/2028		4,226,721
	65,000	IL Devel. Finance Authority (Community Rehabilitation Providers)1		5.700			07/01/2019		58,578
	2,200,000	IL Educational Facilities Authority (Robert Morris College)1		5.800			06/01/2030		2,062,654
	1,920,000	IL Finance Authority (Bethel Terrace Apartments)1		5.125			09/01/2025		1,640,371
	3,750,000	IL Finance Authority (Franciscan Communities)1		5.500			05/15/2027		3,063,113
	750,000	IL Finance Authority (Franciscan Communities)1		5.500			05/15/2037		563,003
	1,010,000	IL Finance Authority (Illinois Institute of Technology)1		5.000			04/01/2026		778,872
	9,660,000	IL Finance Authority (Illinois Institute of Technology)1		5.000			04/01/2031		7,056,920
	1,000,000	IL Finance Authority (Illinois Institute of Technology)1		5.000			04/01/2036		699,930

32 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Illinois Continued
$	155,000	IL Finance Authority (Illinois Institute of Technology)1		6.500	%		02/01/2023	$	145,787
	2,215,000	IL Finance Authority (Illinois Institute of Technology)1		7.125			02/01/2034		2,099,864
	500,000	IL Finance Authority (Luther Oaks)1		5.700			08/15/2028		387,860
	500,000	IL Finance Authority (Luther Oaks)1		6.000			08/15/2039		378,495
	1,000,000	IL Finance Authority (Lutheran Social Services of Illinois/ Vesper Management Corp. Obligated Group)1		5.125			08/15/2028		705,150
	2,108,612	IL Finance Authority (Monarch Landing)8		7.000			12/01/2027		21
	3,584,640	IL Finance Authority (Monarch Landing)8		7.000			12/01/2037		36
	1,750,000	IL Finance Authority (Noble Network Charter Schools)1		5.000			09/01/2027		1,308,878
	2,000,000	IL Finance Authority (Noble Network Charter Schools)1		5.000			09/01/2031		1,416,260
	2,745,000	IL Finance Authority (Noble Network Charter Schools)1		5.000			09/01/2032		1,928,610
	20,000,000	IL Finance Authority (Northwestern Memorial Hospital)2		6.000			08/15/2039		20,495,600
	100,000	IL Finance Authority (Northwestern Memorial Hospital)1		6.000			08/15/2039		101,329
	10,190,000	IL Finance Authority (Provena Health)1		7.750			08/15/2034		10,869,979
	15,000,000	IL Finance Authority (Resurrection Health Care)2		5.250			05/15/2029		13,932,450
	5,000,000	IL Finance Authority (Resurrection Health)1		6.125			05/15/2025		4,864,150
	3,250,000	IL Finance Authority (Roosevelt University)1		5.500			04/01/2032		2,902,770
	1,000,000	IL Finance Authority (Roosevelt University)1		5.500			04/01/2037		881,730
	5,495,000	IL Finance Authority (Roosevelt University)1		5.750			04/01/2024		5,340,481
	28,415,000	IL Finance Authority (Roosevelt University)1		6.500			04/01/2039		28,482,628
	5,755,000	IL Finance Authority (Roosevelt University)1		6.500			04/01/2044		5,738,771
	3,750,000	IL Finance Authority (Sedgebrook)6,8		6.000			11/15/2027		38
	10,000,000	IL Finance Authority (Sedgebrook)6,8		6.000			11/15/2037		100
	10,000,000	IL Finance Authority (Sedgebrook)6,8		6.000			11/15/2042		100
	10,645,000	IL Finance Authority (Silver Cross Hospital and Medical Centers)1		7.000			08/15/2044		11,003,311
	4,765,000	IL Finance Authority (Swedish Covenant Hospital)1		5.750			08/15/2029		4,455,894
	1,500,000	IL Finance Authority (The New Admiral at the Lake)1		8.000			05/15/2040		1,417,635
	2,000,000	IL Finance Authority (The New Admiral at the Lake)1		8.000			05/15/2046		1,886,060
	3,000,000	IL Finance Authority Student Hsg. (MJH Education Assistance)5,6		5.125			06/01/2035		1,645,530
	5,000,000	IL Health Facilities Authority (Covenant Retirement Communities)1		5.625			12/01/2032		4,361,750
	60,000	IL Health Facilities Authority (Decatur Memorial Hospital)1		5.375			11/15/2021		60,010
	70,000	IL Health Facilities Authority (EMH/EMHH/EMHS Obligated Group)1		5.625			01/01/2028		63,234
	10,000	IL Health Facilities Authority (Holy Family Medical Center)1		5.000			08/15/2027		8,000
	35,000	IL Health Facilities Authority (Holy Family Medical Center)1		5.125			08/15/2022		31,286
	75,000	IL Health Facilities Authority (Loyola University)1		5.000			07/01/2024		66,878

33 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Illinois Continued
$	15,000	IL Health Facilities Authority (Northwestern Medical Faculty Foundation)1		5.125	%		11/15/2028	$	13,115
	80,000	IL Health Facilities Authority (Rockford Memorial Hospital/Rockford Memorial Health Services Corp. Obligated Group)1		5.000			08/15/2021		69,451
	25,000	IL Health Facilities Authority (Sarah Bush Lincoln Health Center)1		5.500			02/15/2016		25,023
	85,000	IL Health Facilities Authority (Sarah Bush Lincoln Health Center)1		5.750			02/15/2022		85,011
	5,680,000	IL Health Facilities Authority (Sherman Health System)1		5.250			08/01/2022		5,387,594
	25,000,000	IL Metropolitan Pier & Exposition Authority (McCormick Place Exposition)2		5.250			06/15/2050		21,562,250
	15,000,000	IL Metropolitan Pier & Exposition Authority (McCormick Place Exposition)2		5.500			06/15/2050		13,713,600
	330,000	IL Metropolitan Pier & Exposition Authority (McCormick Place Exposition)1		5.500			06/15/2050		301,699
	60,000	Lake County, IL HFC, Series A1		6.700			11/01/2014		60,186
	4,431,000	Lakemoor Village, IL Special Tax1		5.000			03/01/2027		3,559,600
	2,725,000	Lincolnshire, IL Special Service Area No. 1 Special Tax (Sedgebrook)1		6.250			03/01/2034		2,250,796
	500,000	Lombard, IL Public Facilities Corp. (Conference Center & Hotel)1		5.500			01/01/2036		300,975
	1,455,000	Manhattan, IL Special Service Area Special Tax (Groebe Farm-Stonegate)		6.125			03/01/2040		698,546
	480,000	Markham, IL GO1		5.750			02/01/2028		442,358
	1,250,000	Plano, IL Special Service Area No. 51		6.000			03/01/2036		985,550
	500,000	Southwestern IL Devel. Authority (Eden Retirement Center)1		5.850			12/01/2036		358,365
	5,300,000	Southwestern IL Devel. Authority (Local Government Programming)1		7.000			10/01/2022		4,860,683
	2,135,000	Southwestern IL Devel. Authority (Village of Sauget)1		5.625			11/01/2026		1,448,064
	30,000	Springfield, IL Water1		5.400			03/01/2015		30,086
	12,000,000	University of Illinois (Auxiliary Facilities System)2		5.750			04/01/2038		12,381,360
	1,975,000	Vernon Hills, IL Tax Increment (Town Center)1		6.250			12/30/2026		1,596,886
	985,000	Volo Village, IL Special Service Area (Lancaster Falls)1		5.750			03/01/2036		744,059
	3,914,000	Volo Village, IL Special Service Area (Remington Pointe)1		6.450			03/01/2034		3,261,536
	1,800,000	Yorkville, IL United City Special Services Area Special Tax (Bristol Bay)1		5.875			03/01/2036		1,499,508
	1,634,000	Yorkville, IL United City Special Services Area Special Tax (Raintree Village II)1		6.250			03/01/2035		863,732
									253,408,452

34 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Indiana—1.6%
$	2,500,000	Anderson, IN Redevel. District1		6.000	%		02/01/2026	$	2,291,775
	1,700,000	Carmel, IN Redevel. District COP1		6.500			07/15/2035		1,526,379
	6,300,000	Carmel, IN Redevel. District COP1		7.750			01/15/2030		6,522,579
	5,075,000	Carmel, IN Redevel. District COP1		8.000			01/15/2035		5,310,886
	4,030,000	Dekalb City, IN Hospital Authority (Dekalb Memorial Hospital)1		5.000			08/01/2016		3,638,244
	1,000,000	Hammond, IN Local Public Improvement District1		6.500			08/15/2030		974,100
	1,000,000	Hammond, IN Local Public Improvement District1		6.750			08/15/2035		976,560
	325,000	IN Finance Authority Educational Facilities (Irvington Community)1		9.000			07/01/2039		367,107
	30,000	IN Health Facility Financing Authority (Community Hospital of Anderson)1		6.000			01/01/2023		30,014
	15,000	IN Health Facility Financing Authority (Deaconess Hospital)1		5.500			03/01/2029		14,053
	1,000,000	Indianapolis, IN Multifamily Hsg. (Berkley Common)1		5.750			07/01/2030		947,380
	3,785,000	Indianapolis, IN Multifamily Hsg. (Berkley Common)1		6.000			07/01/2040		3,519,293
	2,000,000	Indianapolis, IN Multifamily Hsg. (Stonekey Apartments)1		7.000			02/01/2039		1,978,220
	70,000	Marion County, IN Convention & Recreational Facilities Authority1		5.000			06/01/2027		67,570
	55,000	Marion County, IN Convention & Recreational Facilities Authority1		5.000			06/01/2027		53,091
	4,750,000	North Manchester, IN (Estelle Peabody Memorial Home)5,6		7.125			07/01/2022		1,796,925
	2,250,000	Shelbyville, IN Redevel. District Tax Increment (Central Shelbyville Economic)1		6.500			07/01/2022		1,971,203
	100,000	St. Joseph County, IN Economic Devel. (Madison Center)		5.500			02/15/2021		59,850
									32,045,229
Iowa—2.5%
	1,000,000	Dickinson County, IA Hsg. (Spirit Lake)		5.875			12/01/2036		731,870
	25,000	Hills, IA (Mercy Hospital)1		5.000			08/15/2028		23,753
	750,000	IA Finance Authority (Amity Fellowserve)1		6.500			10/01/2036		616,905
	400,000	IA Finance Authority (Boys & Girls Home and Family Services)		5.900			12/01/2028		237,708
	500,000	IA Finance Authority Retirement Community (Friendship Haven)1		5.750			11/15/2019		477,545
	1,000,000	IA Finance Authority Retirement Community (Friendship Haven)1		6.000			11/15/2024		918,130
	490,000	IA Finance Authority Senior Hsg. (Wedum Walnut Ridge)1		5.375			06/01/2025		331,387
	7,975,000	IA Tobacco Settlement Authority1		5.375			06/01/2038		5,637,129
	9,500,000	IA Tobacco Settlement Authority1		5.500			06/01/2042		6,254,040
	53,520,000	IA Tobacco Settlement Authority (TASC)1		5.625			06/01/2046		35,164,246
									50,392,713

35 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Kansas—0.2%
$	1,335,000	Hays, KS Sales Tax1		6.000	%		01/01/2025	$	1,116,113
	95,000	La Cygne, KS Pollution Control (Kansas Gas & Electric Company)1		5.100			03/01/2023		95,010
	633,000	Overland Park, KS Transportation Devel. District (Grass Creek)1		4.850			09/01/2016		589,646
	2,435,000	Pittsburgh, KS Special Obligation (North Broadway Redevel.)1		4.900			04/01/2024		1,687,187
	25,000	Topeka, KS Economic Devel. (YMCA of Topeka)1		7.250			09/01/2022		23,879
									3,511,835
Kentucky—0.0%
	30,000	Jefferson County, KY Health Facilities (Alliant Health System)1		5.125			10/01/2027		26,605
	75,000	Jefferson County, KY Health Facilities (University Medical Center)1		5.250			07/01/2022		74,901
	5,000	KY EDFA (Pikeville Medical Center)1		5.700			02/01/2028		4,867
	80,000	KY Hsg. Corp.1		5.200			07/01/2022		80,316
	15,000	Springfield, KY Educational Devel. (St. Catherine College)1		5.750			10/01/2035		13,031
									199,720
Louisiana—2.5%
	8,280,000	LA HFA (La Chateau)1		6.875			09/01/2029		8,536,018
	5,000,000	LA HFA (La Chateau)1		7.250			09/01/2039		5,216,650
	2,000,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.250			09/01/2018		879,100
	35,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.250			09/01/2035		14,774
	3,085,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.500			09/01/2022		1,331,795
	1,000,000	LA Local Government EF&CD Authority (Bellemont Apartments)1		6.000			09/01/2022		854,060
	1,750,000	LA Local Government EF&CD Authority (Bellemont Apartments)1		6.000			09/01/2027		1,385,493
	3,925,000	LA Local Government EF&CD Authority (Bellemont Apartments)1		6.000			09/01/2035		2,872,158
	620,000	LA Local Government EF&CD Authority (Bellemont Apartments)1		7.500			09/01/2016		580,060
	1,240,000	LA Local Government EF&CD Authority (Capital Projects and Equipment)1		6.550			09/01/2025		1,247,676
	3,000,000	LA Local Government EF&CD Authority (Woman’s Hospital Foundation)1		6.000			10/01/2040		2,796,090
	25,000	LA Public Facilities Authority (Dillard University)1		5.300			08/01/2026		26,770
	19,250,000	LA Public Facilities Authority (OLOLRMC/OLOLMC Obligated Group)1		6.750			07/01/2039		19,706,995

36 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Louisiana Continued
$	45,000	LA Public Facilities Authority (Touro Infirmary)1		5.500	%		08/15/2019	$	40,849
	2,495,000	LaFourche Parish, LA Hsg. Authority (City Place II)1		6.700			01/20/2040		2,621,347
	2,500,000	Lakeshore Villages, LA Master Community Devel. District6		5.250			07/01/2017		1,330,575
	20,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)1		5.000			07/15/2025		18,013
	75,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)1		5.000			07/15/2027		64,232
	140,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)1		5.500			07/15/2018		140,045
	290,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)1		5.600			07/15/2025		270,912
	40,000	New Orleans, LA Public Improvement District1		5.125			12/01/2026		37,999
	160,000	Pointe Coupee Parish, LA Pollution Control (Gulf State Utilities Company)1		6.700			03/01/2013		158,237
	500,000	St. Tammany Parish, LA Hospital Service District (St. Tammany Parish Hospital)1		5.000			07/01/2022		476,540
									50,606,388
Maryland—0.4%
	10,000	Baltimore, MD Wastewater1		5.125			07/01/2042		9,644
	25,000	MD EDC Student Hsg. (Allegheny College Hsg.)1		5.750			09/01/2020		21,447
	40,000	MD EDC Student Hsg. (Allegheny College Hsg.)1		6.000			09/01/2032		30,120
	4,900,000	MD EDC Student Hsg. (Bowie State University)1		5.375			06/01/2033		3,876,929
	620,000	MD EDC Student Hsg. (Collegiate Hsg. Foundation)1		5.750			06/01/2029		593,557
	520,000	MD EDC Student Hsg. (Collegiate Hsg. Foundation)1		6.000			06/01/2030		484,000
	50,000	MD EDC Student Hsg. (Morgan State University)1		6.000			07/01/2034		43,002
	2,000,000	MD EDC Student Hsg. (University of Maryland)1		5.625			10/01/2023		1,467,660
	65,000	MD EDC Student Hsg. (University Village at Sheppard Pratt)1		6.000			07/01/2033		53,641
	65,000	MD H&HEFA (Johns Hopkins Hospital)1		5.375			07/01/2020		65,040
	979,000	Prince Georges County, MD Special District (Victoria Falls)1		5.250			07/01/2035		783,670
	750,000	Salisbury, MD Special Obligation (Villages at Aydelotte Farm)1		5.250			01/01/2037		427,335
									7,856,045
Massachusetts—0.1%
	100,000	MA Devel. Finance Agency (Boston Biomedical Research)1		5.750			02/01/2029		89,003
	260,000	MA Devel. Finance Agency (Evergreen Center)1		5.500			01/01/2035		213,977
	20,000	MA Devel. Finance Agency (Linden Ponds)1		5.750			11/15/2035		13,806
	2,445,000	MA Devel. Finance Agency (Linden Ponds)1		5.750			11/15/2042		1,609,641
	40,000	MA Devel. Finance Agency (Northern Berkshire Community Services)1		6.250			08/15/2029		31,925
	50,000	MA Devel. Finance Agency (Orchard Cove)1		5.250			10/01/2037		35,347
	25,000	MA H&EFA (Beverly Hospital Corp.)1		5.250			07/01/2023		24,245
	450,000	MA H&EFA (North Adams Regional Hospital)		6.625			07/01/2018		231,930

37 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Massachusetts Continued
$	225,000	MA H&EFA (Tufts Medical Center)1		5.000	%		05/15/2022	$	212,054
	55,000	MA H&EFA (VC/TC/FRS/VCS Obligated Group)1		5.300			11/15/2028		46,304
	265,000	MA Industrial Finance Agency (Avon Associates)1		5.375			04/01/2020		265,119
									2,773,351
Michigan—2.2%
	30,000	Clare County, MI Sewer Disposal System1		5.850			11/01/2021		30,702
	680,000	Detroit, MI GO1		5.250			04/01/2016		623,553
	10,000	Detroit, MI Local Devel. Finance Authority1		5.500			05/01/2021		5,544
	2,250,000	Detroit, MI Sewer Disposal System1		6.500			07/01/2024		2,445,615
	2,850,000	Detroit, MI Sewer Disposal System1		7.500			07/01/2033		3,306,827
	170,000	Flint, MI Hospital Building Authority (Hurley Medical Center)1		5.375			07/01/2018		158,307
	2,200,000	Grand Traverse Academy, MI Public School Academy1		4.625			11/01/2027		1,649,208
	1,000,000	Grand Traverse Academy, MI Public School Academy1		4.750			11/01/2032		712,150
	500,000	Grand Traverse Academy, MI Public School Academy1		5.000			11/01/2022		430,105
	300,000	Highland Park, MI Building Authority1		7.750			05/01/2018		308,784
	50,000	Howell, MI Public Schools1		5.000			05/01/2025		49,994
	600,000	MI Finance Authority (Old Redford Public School Academy)1		5.900			12/01/2030		534,438
	600,000	MI Finance Authority (Old Redford Public School Academy)1		6.500			12/01/2040		552,774
	155,000	MI Hospital Finance Authority (BGH/ZHCC/BCCC/CEMS Obligated Group)1		5.000			02/15/2018		152,830
	10,000	MI Hospital Finance Authority (OHC/OUH Obligated Group)1		5.000			08/15/2018		10,007
	75,000	MI Hospital Finance Authority (OHC/OUH Obligated Group)1		5.000			08/15/2031		70,024
	265,000	MI Hospital Finance Authority (Port Huron Hospital/ Marwood Manor Nursing Home)1		5.500			07/01/2015		265,798
	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		15,711,352
	15,000	MI Hsg. Devel. Authority (Walled Lake Villa)1		6.000			04/15/2018		15,023
	340,000	MI John Tolfree Health System Corp.1		6.000			09/15/2023		278,576
	1,155,000	MI Public Educational Facilities Authority (Old Redford Academy)1		6.000			12/01/2035		1,005,150
	11,228,780	MI Strategic Fund Limited Obligation (Wolverine Human Services)1		5.850			08/31/2027		8,978,533
	482,750	MI Strategic Fund Limited Obligation (Wolverine Human Services)1		7.875			08/31/2028		426,133
	1,323,000,000	MI Tobacco Settlement Finance Authority		9.838	3		06/01/2058		5,411,070

38 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Michigan Continued
$	250,000	Monroe County, MI Hospital Finance Authority (Mercy Memorial Hospital Corp.)1		5.500	%		06/01/2035	$	196,503
	120,000	Mount Clemens, MI Hsg. Corp. (FHA Section 8), Series A1		6.600			06/01/2022		120,152
	40,000	Northern MI University1		5.000			12/01/2025		38,600
	15,000	Oakland County, MI Sewer Disposal (White Lake Township)1		6.000			05/01/2013		15,134
	400,000	Plymouth, MI Educational Center Charter School (Public School Academy)1		5.375			11/01/2030		315,508
	1,325,000	Plymouth, MI Educational Center Charter School (Public School Academy)1		5.625			11/01/2035		1,037,290
	405,000	Pontiac, MI Tax Increment Finance Authority1		6.250			06/01/2022		257,997
	40,000	Royal Oak, MI Hospital Finance Authority (William Beaumont Hospital)1		5.250			11/15/2031		35,934
	10,000	Royal Oak, MI Hospital Finance Authority (William Beaumont Hospital)1		5.250			11/15/2035		8,758
	100,000	Wayne County, MI Building Authority1		5.250			06/01/2016		100,354
									45,268,760
Minnesota—0.6%
	885,000	Columbia Heights, MN EDA Tax Increment (Huset Park Area Redevel.)1		5.375			02/15/2032		644,661
	1,260,000	Columbia Heights, MN Multifamily & Health Care Facilities (Crest View Corp.)1		5.700			07/01/2042		879,064
	750,000	Minneapolis, MN Tax Increment (St. Anthony Falls)1		5.750			02/01/2027		635,055
	980,000	Mound, MN Hsg. & Redevel. Authority (Metroplaines)1		5.000			02/15/2027		853,423
	1,615,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)1		5.000			02/01/2031		1,168,469
	250,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)1		5.375			08/01/2021		221,338
	1,500,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)1		5.625			02/01/2031		1,181,145
	179,000	St. Paul, MN Hsg. & Redevel. Authority (Great Northern Lofts)1		6.250			03/01/2029		144,364
	6,814,000	St. Paul, MN Hsg. & Redevel. Authority (Upper Landing)1		7.000			03/01/2029		6,234,401
	520,000	St. Paul, MN Port Authority (Great Northern)1		6.000			03/01/2030		438,698
									12,400,618
Mississippi—0.3%
	80,000	Gulfport, MS Hospital Facility (Memorial Hospital at Gulfport)1		5.750			07/01/2031		80,158
	45,000	Gulfport, MS Hospital Facility (Memorial Hospital at Gulfport)1		6.200			07/01/2018		45,055

39 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Mississippi Continued
$	60,000	Lowndes County, MS Solid Waste Disposal & Pollution Control (Weyerhaeuser Company)1		6.800	%		04/01/2022	$	61,868
	965,000	Meridian, MS Tax Increment (Meridian Crossroads)1		8.750			12/01/2024		926,468
	5,145,000	MS Home Corp. (Valley State Student Hsg.)		5.500			12/01/2035		2,789,555
	1,900,000	MS Hospital Equipment & Facilities Authority (Southwest Mississippi Regional Medical Center)1		5.750			04/01/2023		1,763,162
									5,666,266
Missouri—3.5%
	95,000	Bates County, MO Hospital (Bates County Memorial Hospital)1		5.650			03/01/2021		91,602
	200,000	Belton, MO Tax Increment (Belton Town Center)1		5.625			03/01/2025		160,714
	310,000	Branson Hills, MO Infrastructure Facilities1		5.000			04/01/2013		302,662
	250,000	Branson Hills, MO Infrastructure Facilities1		5.500			04/01/2027		174,528
	900,000	Branson, MO IDA (Branson Hills Redevel.)1		5.750			05/01/2026		707,283
	365,000	Branson, MO IDA (Branson Hills Redevel.)1		7.050			05/01/2027		304,680
	1,875,000	Branson, MO IDA (Branson Landing)1		5.250			06/01/2021		1,601,700
	7,800,000	Branson, MO IDA (Branson Shoppe Redevel.)1		5.950			11/01/2029		6,077,214
	675,000	Broadway-Fairview, MO Transportation Devel. District (Columbia)1		5.875			12/01/2031		474,107
	400,000	Chillicothe, MO Tax Increment (South U.S. 65)1		5.500			04/01/2021		349,428
	400,000	Chillicothe, MO Tax Increment (South U.S. 65)1		5.625			04/01/2027		316,140
	250,000	Cottleville, MO COP		5.100			08/01/2023		229,648
	765,000	Hawk Ridge, MO Transportation Devel. District1		4.650			02/01/2017		652,017
	3,840,000	Hawk Ridge, MO Transportation Devel. District1		5.000			02/01/2030		2,215,296
	13,500,000	Hazelwood, MO Transportation Devel. District (370/Missouri Bottom Road/Tausig Road)1		7.200			05/01/2033		12,048,750
	2,575,000	Independence, MO 39th Street Transportation1		6.875			09/01/2032		2,332,899
	1,245,000	Kansas City, MO Tax Increment (Briarcliff West)1		5.150			06/01/2016		1,201,923
	1,250,000	Kansas City, MO Tax Increment (Briarcliff West)1		5.400			06/01/2024		1,011,925
	3,210,000	Kansas City, MO Tax Increment (Southtown)1		6.000			03/01/2017		3,094,376
	550,000	Lees Summit, MO IDA (Kensington Farms)1		5.500			03/01/2021		472,054
	250,000	Lees Summit, MO IDA (Kensington Farms)1		5.750			03/01/2029		191,013
	790,000	Liberty, MO Tax Increment (Liberty Triangle)1		5.875			10/01/2029		639,023
	2,100,000	Maplewood, MO Tax (Maplewood South Redevel.)1		5.750			11/01/2026		1,706,628
	355,000	MO Grindstone Plaza Transportation Devel. District1		5.500			10/01/2031		231,591
	10,000	MO H&EFA (FHS/FNH Obligated Group)1		5.375			02/15/2014		10,022
	10,280,678	MO Hanley/Eager Road Transportation Devel. District, Series A		7.750	3		12/01/2023		3,638,332
	10,000	MO HDC (Single Family Mtg.)1		5.550			03/01/2029		10,002

40 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Missouri Continued
$	237,000	Northwoods, MO Transportation Devel. District1		5.850	%		02/01/2031	$	179,115
	1,675,000	Osage Beach, MO Tax Increment (Prewitts Point)1		4.800			05/01/2016		1,582,440
	1,500,000	Osage Beach, MO Tax Increment (Prewitts Point)1		5.000			05/01/2023		1,189,395
	350,000	Ozark Centre, MO Transportation Devel. District1		5.375			09/01/2032		259,697
	1,500,000	Raymore, MO Tax Increment1		5.375			03/01/2020		1,106,595
	2,750,000	Raymore, MO Tax Increment1		5.625			03/01/2028		1,663,723
	2,500,000	Richmond Heights, MO Tax Increment & Transportation Sales Tax1		5.625			11/01/2025		2,062,350
	6,750,000	St. Joseph, MO IDA (Living Community of St. Joseph)1		7.000			08/15/2032		5,845,703
	1,000,000	St. Joseph, MO IDA, Series B1		5.375			11/01/2023		851,500
	905,000	St. Joseph, MO IDA, Series B1		5.500			11/01/2027		730,172
	1,835,000	St. Louis, MO IDA (Southtown Redevel.)1		5.125			05/01/2026		1,596,193
	481,000	St. Louis, MO Tax Increment (1505 Missouri Avenue Redevel.)		6.000			08/04/2025		381,289
	852,000	St. Louis, MO Tax Increment (1601 Washington Redevel.)1		6.000			08/21/2026		670,004
	1,879,000	St. Louis, MO Tax Increment (1619 Washington Redevel.)1		5.500			03/09/2027		1,376,010
	662,000	St. Louis, MO Tax Increment (Pet Building Redevel.)		5.500			05/29/2028		484,862
	545,000	St. Louis, MO Tax Increment (Printers Lofts)		6.000			08/21/2026		415,088
	803,000	St. Louis, MO Tax Increment (Washington East Condominiums)1		5.500			01/20/2028		603,198
	500,000	St. Louis, MO Tax Increment (Washington East Condominiums)1		5.500			01/20/2028		366,485
	1,080,000	St. Louis, MO Tax Increment Financing (Ludwig Lofts)1		6.690			04/21/2029		887,393
	373,000	St. Louis, MO Tax Increment Financing, Series A		5.500			09/02/2028		270,432
	3,261,000	St. Louis, MO Tax Increment, Series A1		6.600			01/21/2028		2,696,749
	620,000	Stone Canyon, MO Improvement District (Infrastructure)1		5.700			04/01/2022		474,381
	320,000	Stone Canyon, MO Improvement District (Infrastructure)1		5.750			04/01/2027		219,802
	365,000	Suemandy, MO Mid-Rivers Community Improvement District1		7.000			10/01/2019		358,467
	950,000	Suemandy, MO Mid-Rivers Community Improvement District1		7.500			10/01/2029		889,409
	35,000	University of Missouri (System Facilities)1		5.000			11/01/2018		35,112
	1,000,000	University Place, MO Transportation Devel. District1		5.000			03/01/2026		682,720
	2,500,000	University Place, MO Transportation Devel. District1		5.000			03/01/2032		1,555,775
									69,679,616
Montana—0.3%
	11,710,000	Hardin, MT Tax Increment Industrial Infrastructure Devel. (Rocky Mountain Power)1		0.000	4		09/01/2031		6,636,994
	375,000	MT Facilities Finance Authority (St. John’s Lutheran)1		6.000			05/15/2025		317,123
									6,954,117

41 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Nebraska—0.3%
$	2,915,000	NE Educational Facilities Authority (Midland Lutheran College)1		5.600	%		09/15/2029	$	2,343,806
	1,150,000	NE Educational Finance Authority (Concordia University)1		5.000			10/01/2037		876,024
	2,200,000	Santee Sioux Nation, NE Tribal Health Care (Indian Health Service)1		8.750			10/01/2020		2,202,728
	40,000	Scotts Bluff County, NE Hospital Authority (Regional West Medical Center)1		5.250			11/15/2028		37,198
									5,459,756
Nevada—3.2%
	15,000,000	Clark County, NV Airport2		5.750			07/01/2042		14,869,800
	2,000,000	Clark County, NV Airport1		5.750			07/01/2042		1,982,640
	325,000	Clark County, NV Improvement District1		5.000			02/01/2026		226,366
	260,000	Clark County, NV Improvement District1		5.050			02/01/2031		168,150
	20,000,000	Clark County, NV Water Reclamation District2		5.250			07/01/2038		19,812,600
	5,105,000	Director of the State of NV Dept. of Business & Industry (Las Vegas Monorail)		6.850	3		01/01/2019		701,427
	1,000,000	Director of the State of NV Dept. of Business & Industry (Las Ventanas Retirement)5,6		7.000			11/15/2034		535,110
	1,150,000	Las Vegas, NV Local Improvement Bonds1		6.250			06/01/2024		965,103
	6,200,000	Las Vegas, NV Paiute Tribe, Series A1		6.625			11/01/2017		5,125,912
	1,615,000	Las Vegas, NV Special Improvement District (Sumerlin Village)1		5.875			06/01/2021		1,419,940
	9,270,000	Las Vegas, NV Special Improvement District (Sumerlin Village)1		6.125			06/01/2031		7,236,718
	85,000	Mesquite, NV Special Improvement District (Canyon Creek)1		5.200			08/01/2016		70,700
	135,000	Mesquite, NV Special Improvement District (Canyon Creek)1		5.250			08/01/2017		107,923
	275,000	Mesquite, NV Special Improvement District (Canyon Creek)1		5.300			08/01/2018		215,031
	605,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)1		5.850			08/01/2018		558,960
	980,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)1		6.000			08/01/2023		812,018
	525,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)1		6.000			08/01/2027		405,841
	745,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)1		6.150			08/01/2037		544,141
	25,000	Reno, NV Capital Improvement1		5.125			06/01/2026		22,860
	3,280,000	Sparks, NV Redevel. Agency (Redevel Area No. 2)1		6.400			06/01/2020		2,989,195
	7,420,000	Sparks, NV Redevel. Agency (Redevel Area No. 2)1		6.700			06/01/2028		6,125,804
									64,896,239

42 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
New Hampshire —2.9%
$	305,000	Manchester, NH Hsg. & Redevel. Authority, Series B		5.650	%3		01/01/2029	$	54,375
	3,220,000	Manchester, NH Hsg. & Redevel. Authority, Series B		5.700	3		01/01/2030		516,713
	495,000	Manchester, NH Hsg. & Redevel. Authority, Series B		6.000	3		01/01/2023		162,667
	1,000,000	Manchester, NH Hsg. & Redevel. Authority, Series B		6.750			01/01/2015		951,520
	500,000	NH Business Finance Authority (Huggins Hospital)1		6.875			10/01/2039		488,625
	120,000	NH H&EFA (Catholic Medical Center)1		6.125			07/01/2032		113,899
	4,010,000	NH H&EFA (Franklin Pierce College)1		6.050			10/01/2034		3,198,978
	22,000,000	NH H&EFA (LRG Healthcare)2		5.500			10/01/2034		21,416,340
	1,235,000	NH H&EFA (LRG Healthcare)1		5.500			10/01/2034		1,202,235
	21,000,000	NH H&EFA (LRG Healthcare)2		7.000			04/01/2038		23,468,550
	1,980,000	NH H&EFA (Portsmouth Christian Academy)1		5.750			07/01/2023		1,598,414
	6,115,000	NH H&EFA (Portsmouth Christian Academy)1		5.850			07/01/2033		4,389,592
	40,000	NH H&EFA (St. Joseph Hospital/Youville House/Cove)1		5.500			07/01/2034		37,120
	1,270,000	NH HE&HFA (Franklin Pierce College)1		5.300			10/01/2028		971,144
									58,570,172
New Jersey—3.6%
	5,610,000	NJ Health Care Facilities Financing Authority (Deborah Heart & Lung Center)1		6.300			07/01/2023		4,863,533
	57,275,000	NJ Tobacco Settlement Financing Corp.1		4.750			06/01/2034		34,213,794
	45,240,000	NJ Tobacco Settlement Financing Corp.1		5.000			06/01/2029		32,953,721
									72,031,048
New Mexico—0.6%
	1,495,000	Cabezon, NM Public Improvement District1		6.300			09/01/2034		1,212,385
	6,115,000	Eldorado, NM Area Water and Sanitation District1		6.000			02/01/2023		5,216,278
	20,000	Farmington, NM Hospital (San Juan Medical Center/ Interface, Inc. Obligated Group)1		5.000			06/01/2016		20,012
	500,000	Mariposa East, NM Public Improvement District1		6.000			09/01/2032		349,935
	300,000	Montecito Estates, NM Public Improvement District1		7.000			10/01/2037		249,777
	3,380,000	NM Educational Assistance Foundation1		5.900			09/01/2031		3,226,920
	25,000	NM Finance Authority (Workers Compensation Administration Building)1		5.600			09/01/2014		25,058
	1,925,000	NM Trails Public Improvement District1		7.750			10/01/2038		1,640,543
	5,000	Santa Fe, NM Educational Facilities (St. John’s College)1		5.500			03/01/2024		4,748
	100,000	Santa Fe, NM Educational Facilities (St. John’s College)1		5.500			03/01/2024		89,469
									12,035,125
New York—1.9%
	10,000,000	NY Liberty Devel. Corp. (Bank of America Tower)1		5.125			01/15/2044		9,303,100
	19,665,000	NYC GO2		5.375			04/01/2039		19,881,086
	10,000,000	NYS DA (St. Mary’s Hospital for Children)1		7.875			11/15/2041		9,246,300
									38,430,486

43 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
North Carolina—0.2%
$	20,000	NC Medical Care Commission (ARC/HDS Alamance Hsg. Corp.)1		5.800	%		10/01/2034	$	19,059
	5,000,000	NC Medical Care Commission Health Care Facilities (Novant Health)1		4.750			11/01/2043		4,095,950
	625,000	NC Medical Care Commission Retirement Facilities (Village at Brookwood)1		5.250			01/01/2032		463,925
									4,578,934
North Dakota—0.0%
	25,000	Parshall, ND Water1		5.500			09/01/2024		24,756
	40,000	Williston, ND Water Utility1		5.100			05/01/2013		40,100
									64,856
Ohio—6.6%
	3,440,000	Bowling Green, OH Student Hsg. (CFP I-Bowling Green State University)1		5.750			06/01/2031		3,114,920
	2,250,000	Bowling Green, OH Student Hsg. (CFP I-Bowling Green State University)1		6.000			06/01/2045		2,017,125
	25,000,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)1		0.000	4		06/01/2037		14,888,000
	13,960,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)1		5.125			06/01/2024		10,525,700
	2,555,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)1		5.375			06/01/2024		1,977,672
	6,690,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)1		5.750			06/01/2034		4,436,942
	10,610,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)1		5.875			06/01/2030		7,403,870
	7,775,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)1		5.875			06/01/2047		5,121,393
	9,750,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)1		6.000			06/01/2042		6,427,103
	46,620,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)1		6.500			06/01/2047		33,780,852
	970,100,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)		7.251	3		06/01/2047		15,259,673
	743,000,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)		7.501	3		06/01/2052		6,605,270
	5,000,000	Butler County, OH Hospital Facilities (UC Health)1		5.750			11/01/2040		4,478,500
	2,165,000	Centerville, OH Health Care (Bethany Lutheran Village)1		6.000			11/01/2038		1,751,702
	40,000	Cleveland, OH Airport System		5.000			01/01/2031		36,623
	180,000	Cleveland, OH Rock Glen Hsg. Assistance Corp. (Ambleside Apartments)1		7.000			06/01/2018		179,559
	15,000	Cuyahoga County, OH Hospital (Metro Health System)1		5.500			02/15/2027		13,935

44 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Ohio Continued
$	295,000	Glenwillow Village, OH GO1		5.875	%		12/01/2024	$	301,086
	25,000	Greene County, OH Economic Devel. (YMCA)1		6.000			12/01/2023		18,012
	1,500,000	Greene County, OH University Hsg. (Central State University)1		5.625			09/01/2032		973,500
	1,275,000	Grove City, OH Tax Increment Financing1		5.125			12/01/2016		1,227,022
	2,500,000	Grove City, OH Tax Increment Financing1		5.375			12/01/2031		1,857,675
	1,020,000	Jeffrey Place, OH New Community Authority (Jeffrey Place Redevel.)1		5.000			12/01/2022		745,661
	150,000	Lucas County, OH Health Care Facilities (Sunset Retirement Communities)1		6.625			08/15/2030		149,264
	10,000	Muskingum County, OH Hospital Facilities (BHA/Careserve/PP/SSNH/BHC/BCG/Carelife/BCC Obligated Group)1		5.400			12/01/2016		10,008
	4,500,000	OH Higher Education Facility Commission (Ashland University)1		6.250			09/01/2024		4,391,280
	3,075,000	Port of Greater Cincinnati, OH Devel. Authority (Public Parking Infrastructure)6		6.300			02/15/2024		2,037,803
	5,860,000	Port of Greater Cincinnati, OH Devel. Authority (Public Parking Infrastructure)6		6.400			02/15/2034		3,441,812
	615,000	Summit County, OH Port Authority (Twinsburg Township)1		5.125			05/15/2025		513,058
	655,000	Toledo-Lucas County, OH Port Authority (Town Square at Levis Commons)1		5.400			11/01/2036		488,682
									134,173,702
Oklahoma—0.4%
	15,000	Grady County, OK Industrial Authority (Correctional Facilities)1		6.000			11/01/2029		13,517
	500,000	Grady County, OK Industrial Authority (Correctional Facilities)		7.800			11/01/2014		392,470
	2,000,000	Langston, OK EDA (Langston University)1		5.000			05/01/2030		1,813,580
	5,575,000	Langston, OK EDA (Langston University)1		5.000			05/01/2035		4,918,600
	770,000	Langston, OK EDA (Langston University)1		5.250			05/01/2026		731,931
	20,000	Texas County, OK Devel Authority Student Hsg. (OPSU-Goodwell)1		5.450			11/01/2034		16,236
									7,886,334
Oregon—0.0%
	25,000	Clackamas County, OR Hospital Facility Authority (Williamette Falls Hospital)1		6.000			04/01/2019		25,008
	340,000	OR Facilities Authority (Concordia University)1		6.125			09/01/2030		331,473
	500,000	OR Facilities Authority (Concordia University)1		6.375			09/01/2040		491,155
	10,000	OR GO (Veterans Welfare)1		5.250			10/01/2042		9,855
	100,000	OR Health & Science University, Series A1		5.250			07/01/2028		98,537
									956,028

45 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Pennsylvania—1.7%
$	15,000,000	Allegheny County, PA HDA (WPAHS/AG/Forbes Health System/WPH/WPAON Obligated Group)1		5.000	%		11/15/2028	$	10,513,350
	75,000	Blair County, PA IDA (The Village at Penn State Retirement Community)5,6		6.900			01/01/2022		48,645
	500,000	Chester County, PA H&EFA (Chester County Hospital)1		6.750			07/01/2031		472,010
	500,000	Luzerne County, PA IDA1		7.500			12/15/2019		478,170
	500,000	Luzerne County, PA IDA1		7.750			12/15/2027		475,540
	25,000	Northumberland County, PA IDA (NHS Youth Services)1		5.500			02/15/2033		17,434
	3,675,000	Northumberland County, PA IDA (NHS Youth Services)1		7.750			02/15/2029		3,520,430
	2,230,000	PA EDFA (Northwestern Human Services)1		5.250			06/01/2028		1,687,307
	5,000,000	PA HEFA (MCP/HUHS/AUS Obligated Group)1		5.875			11/15/2016		4,867,050
	3,500,000	PA HEFA (MCP/HUHS/AUS Obligated Group)1		5.875			11/15/2021		3,219,755
	3,255,000	PA Turnpike Commission1		0.000	4		12/01/2034		2,300,569
	1,000,000	Philadelphia, PA H&HEFA (Centralized Comprehensive Human Services)1		7.250			01/01/2021		940,640
	4,750,000	Philadelphia, PA H&HEFA (Temple University Hospital)1		6.625			11/15/2023		4,751,378
									33,292,278
Rhode Island—0.4%
	5,000,000	Central Falls, RI Detention Facility1		7.250			07/15/2035		4,020,850
	50,000	Providence, RI HDC (Barbara Jordan Apartments)1		6.750			07/01/2025		50,067
	25,000	Providence, RI Public Building Authority1		5.400			12/15/2012		25,092
	110,000	RI Health & Educational Building Corp. (Johnson & Wales University)1		6.100			04/01/2026		110,010
	40,000	RI Hsg. & Mtg. Finance Corp. (Homeownership Opportunity)1		6.500			04/01/2027		40,038
	33,305,000	RI Tobacco Settlement Financing Corp. (TASC)		6.125	3		06/01/2052		238,797
	211,125,000	RI Tobacco Settlement Financing Corp. (TASC)		6.580	3		06/01/2052		1,667,888
	10,375,000	RI Tobacco Settlement Financing Corp. (TASC)		6.750	3		06/01/2052		67,541
	1,400,000	Tiverton, RI Special Obligation Tax (Mount Hope Bay Village)1		6.875			05/01/2022		1,285,312
									7,505,595
South Carolina—1.6%
	500,000	Allendale County, SC School District Energy Savings Special Obligation1		8.500			12/01/2018		519,330
	30,000	Charleston County, SC (Care Alliance Health Services)1		5.000			08/15/2019		30,105
	35,000	Horry County, SC Hospital Facilities (Conway Hospital)1		5.000			07/01/2028		29,204
	1,240,000	Lancaster County, SC (Edenmoor Improvement District)5,6		5.375			12/01/2016		408,208
	1,460,000	Lancaster County, SC (Edenmoor Improvement District)5,6		5.750			12/01/2037		480,632
	1,925,000	Lancaster County, SC (Sun City Carolina Lakes)1		5.450			12/01/2037		1,457,321
	8,565,000	Lee County, SC School Facilities, Series 20061		6.000			12/01/2027		8,232,935

46 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
South Carolina Continued
$	5,750,000	Richland County, SC Assessment Revenue (Village at Sandhill Improvement District)1		6.200	%		11/01/2036	$	4,295,078
	600,000	SC Connector 2000 Assoc. Toll Road, Series B		5.535	3		01/01/2020		48,750
	6,565,000	SC Connector 2000 Assoc. Toll Road, Series B		5.781	3		01/01/2021		503,864
	11,240,000	SC Connector 2000 Assoc. Toll Road, Series B		6.697	3		01/01/2026		644,052
	5,285,000	SC Educational Facilities Authority (Benedict College)1		5.600			07/01/2022		4,238,042
	2,420,000	SC Educational Facilities Authority (Benedict College)1		5.625			07/01/2031		1,704,164
	550,000	SC Educational Facilities Authority (Southern Wesleyan University)1		5.750			03/01/2029		508,112
	40,000	SC Hsg. Finance & Devel. Authority, Series A-11		5.300			07/01/2031		39,771
	2,500,000	SC Jobs-EDA (Coastal Hsg. Foundation)1		6.250			04/01/2035		2,396,200
	2,000,000	SC Jobs-EDA (Coastal Hsg. Foundation)1		6.500			04/01/2042		1,956,660
	2,750,000	SC Jobs-EDA (Lutheran Homes)1		5.500			05/01/2028		2,242,873
	935,000	SC Jobs-EDA (Palmetto Health)1		5.375			08/01/2022		935,823
	2,000,000	SC Jobs-EDA (Palmetto Health)1		5.500			08/01/2026		1,902,700
	30,000	SC State Budget & Control Board (Harden Street Facilities)		6.000			12/01/2011		30,115
									32,603,939
Tennessee—0.4%
	30,000	Jackson, TN Health Educational & Hsg. Facilities Board (Lambuth University)1		5.900			09/01/2015		30,032
	115,000	Johnson City, TN H&EFB (Johnson City Medical Center)1		5.250			07/01/2028		115,010
	8,400,000	TN Energy Acquisition Corp., Series B1		5.625			09/01/2026		7,841,820
									7,986,862
Texas—9.9%
	1,305,000	Anson, TX Education Facilities Corp. Student Hsg. (University of Texas/Waterview Park)1		5.100			01/01/2034		889,775
	6,035,000	Beasley, TX Higher Education Finance Corp., Series A1		5.125			12/01/2034		4,485,816
	3,090,000	Bexar County, TX HFC (American Opportunity Hsg.-Nob Hill Apartments)		6.000			06/01/2021		2,306,036
	6,625,000	Bexar County, TX HFC (American Opportunity Hsg.-Nob Hill Apartments)		6.000			06/01/2031		4,185,476
	5,765,000	Bexar County, TX HFC (American Opportunity Hsg.-Waterford/Kingswood)1		7.000			12/01/2036		4,971,621
	400,000	Bexar County, TX HFC (Doral Club)1		8.750			10/01/2036		275,028
	40,000	Brazoria County, TX Municipal Utility District No. 181		5.300			09/01/2028		35,548
	20,000	Brazos County, TX HFDC (Franciscan Services Corp.)1		5.375			01/01/2032		17,907
	60,000	Collin County, TX HFC (Community College District Foundation)1		5.250			06/01/2031		34,928
	5,000	Cypress Hill, TX Municipal Utility District No. 11		5.250			09/01/2025		4,793
	25,000	Dallas-Fort Worth, TX International Airport Facility1		5.200			01/15/2031		24,408

47 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Texas Continued
$	700,000	Danbury, TX Higher Education Finance Corp. (Island Foundation)1		6.250	%		02/15/2036	$	572,180
	7,650,000	Donna, TX GO1		6.250			02/15/2037		5,481,761
	255,000	El Paso County, TX HFC (American Village Communities), Series A1		6.250			12/01/2020		255,112
	335,000	El Paso County, TX HFC (El Paso American Hsg. Foundation), Series A1		6.375			12/01/2032		324,803
	5,300,000	Escondido, TX Public Improvement District (Horseshoe Bay)1		7.250			10/01/2033		4,625,893
	20,000	Harris County, TX HFDC (Texas Children’s Hospital)1		5.250			10/01/2029		20,165
	25,000	Harris County, TX Municipal Utility District No. 201		6.450			04/01/2020		23,738
	45,000	Harris County-Houston, TX Sports Authority1		5.000			11/15/2025		39,769
	16,000,000	Houston, TX Airport System, Series A2		5.500			07/01/2039		16,066,880
	2,345,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)1		6.000			07/01/2022		1,930,685
	1,530,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)1		6.000			07/01/2025		1,195,190
	770,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)1		6.000			07/01/2032		549,973
	2,900,000	Lufkin, TX Health Facilities Devel. Corp. (Memorial Health System of East Texas)1		6.250			02/15/2037		2,666,869
	700,000	Maverick County, TX GO COP1		8.750			03/01/2034		685,671
	2,350,000	Maverick County, TX GO COP1		8.750			03/01/2034		2,253,039
	12,100,000	McLennan County, TX Public Facility Corp.1		6.625			06/01/2035		12,692,900
	225,000	Midlothian, TX Devel. Authority Tax Increment1		5.125			11/15/2026		183,096
	12,000,000	North Central TX HFDC (Children’s Medical Center)2		5.750			08/15/2039		11,834,040
	15,000	North TX Tollway Authority (Dallas North Tollway System)1		5.000			01/01/2023		15,001
	50,000	Richardson, TX Hospital Authority (Baylor/Richardson)1		5.625			12/01/2028		45,026
	3,695,000	Sabine, TX River Authority Pollution Control (TXU Electric Company)		6.150			08/01/2022		1,205,124
	16,000,000	Tarrant County, TX Cultural Education Facilities Finance Corp. (Baylor Health Care System)2		6.250			11/15/2029		16,801,920
	980,000	Tom Green County, TX HFDC (Shannon Health System/Shannon Medical Center)1		6.750			05/15/2021		992,593
	2,500,000	Tomball, TX Hospital Authority (Tomball Regional Hospital)1		5.000			07/01/2020		2,354,600
	20,000	Tomball, TX Hospital Authority (Tomball Regional Hospital)1		6.000			07/01/2025		19,602
	2,025,000	Tomball, TX Hospital Authority (Tomball Regional Hospital)1		6.000			07/01/2029		1,944,304
	6,797,000	Trophy Club, TX Public Improvement (Highlands Trophy Club)1		7.750			10/01/2037		5,884,299
	110,000	TX Dormitory Finance Authority (Temple Junior College Foundation)		5.750			09/01/2027		64,038

48 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Texas Continued
$	485,000	TX Dormitory Finance Authority (Temple Junior College Foundation)		6.000	%		09/01/2033	$	279,312
	10,000,000	TX Multifamily Housing Options (Affordable Hsg.)		0.480	9		01/01/2039		3,730,000
	75,000,000	TX Municipal Gas Acquisition & Supply Corp.2		6.250			12/15/2026		77,439,600
	545,000	TX Panhandle HFA (Amarillo Affordable Hsg.)5,6		6.625			03/01/2020		273,476
	3,065,000	TX Panhandle HFA (Amarillo Affordable Hsg.)5,6		6.750			03/01/2031		1,483,736
	1,750,000	TX Public Finance Authority Charter School Finance Corp. (Cosmos Foundation)1		6.000			02/15/2030		1,649,690
	660,000	TX Public Finance Authority Charter School Finance Corp. (Ed-Burnham Wood)1		6.250			09/01/2036		547,939
	1,085,000	TX Public Finance Authority Charter School Finance Corp. (New Fontiers School)1		5.800			08/15/2040		943,842
	18,750,000	TX Turnpike Authority (Central TX Turnpike System)		6.590	3		08/15/2037		2,650,125
	4,075,000	Wichita County, TX HFDC (Wichita Falls Retirement Foundation)1		6.250			01/01/2028		3,441,338
									200,398,665
U.S. Possessions—2.6%
	40,000	Guam GO1		5.400			11/15/2018		38,273
	500,000	Guam Government Department of Education COP (John F. Kennedy High School)1		6.625			12/01/2030		464,460
	800,000	Guam Government Department of Education COP (John F. Kennedy High School)1		6.875			12/01/2040		744,840
	10,770,000	Puerto Rico Aqueduct & Sewer Authority1		6.000			07/01/2038		10,136,616
	5,000,000	Puerto Rico Commonwealth GO1		6.500			07/01/2037		5,139,750
	65,000	Puerto Rico Infrastructure1		5.000			07/01/2041		54,690
	850,000	Puerto Rico Infrastructure1		5.500			07/01/2024		827,178
	8,000,000	Puerto Rico Infrastructure		7.075	3		07/01/2030		2,002,480
	8,000,000	Puerto Rico Public Buildings Authority1		5.625			07/01/2039		7,408,480
	7,550,000	Puerto Rico Public Buildings Authority1		6.250			07/01/2026		7,702,812
	1,000,000	Puerto Rico Public Buildings Authority1		6.250			07/01/2031		1,020,840
	29,670,000	Puerto Rico Sales Tax Financing Corp., Series A		6.110	3		08/01/2044		3,097,548
	2,000,000	Puerto Rico Sales Tax Financing Corp., Series A1		6.500			08/01/2044		2,075,260
	14,000,000	Puerto Rico Sales Tax Financing Corp., Series A		6.530	3		08/01/2047		1,148,000
	50,000,000	Puerto Rico Sales Tax Financing Corp., Series A		7.280	3		08/01/2034		10,626,000
									52,487,227
Utah—0.1%
	285,000	Utah County, UT Charter School (Lincoln Academy)1		5.875			06/15/2037		213,622
	275,000	Utah County, UT Charter School (Renaissance Academy)1		5.625			07/15/2037		198,704
	1,500,000	West Valley City, UT Sewer (East Hollywood High School)1		5.625			06/15/2037		1,077,930
									1,490,256

49 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Vermont—0.0%
$	30,000	VT E&HBFA (Mary Hitchcock Memorial Hospital/ Cooley Dickenson Hospital Obligated Group)		5.000	%		11/15/2022	$	29,045
	85,000	VT EDA (Wake Robin Corp.)1		6.300			03/01/2033		75,485
	753,117	VT Educational & Health Buildings Financing Agency (Marlboro College)1		2.779			04/01/2019		589,021
	125,000	VT Student Assistance Corp.1		5.000			03/01/2026		122,595
									816,146
Virginia—2.3%
	2,300,000	Buena Vista, VA Public Recreational Facilities Authority (Golf Course)1		5.250			07/15/2025		1,804,304
	825,000	Buena Vista, VA Public Recreational Facilities Authority (Golf Course)1		5.500			07/15/2035		647,353
	625,000	Celebrate, VA North Community Devel. Authority Special Assessment1		6.750			03/01/2034		430,556
	100,000	Danville, VA IDA Educational Facilities (Averett University)1		6.000			03/15/2016		100,465
	750,000	Farms New Kent, VA Community Devel. Authority Special Assessment		5.125			03/01/2036		491,565
	3,000,000	Farms New Kent, VA Community Devel. Authority Special Assessment		5.450			03/01/2036		2,045,220
	750,000	Farms New Kent, VA Community Devel. Authority Special Assessment		5.800			03/01/2036		532,365
	25,000	Greensville County, VA IDA (Georgia-Pacific Corp.)1		5.300			08/01/2014		24,271
	345,000	Manassas Park, VA Economic Devel. Authority1		6.000			07/15/2035		327,636
	900,000	New Port, VA CDA1		5.600			09/01/2036		468,000
	65,000	Norton, VA IDA (Norton Community Hospital)1		6.000			12/01/2022		61,199
	3,475,000	Peninsula, VA Town Center Community Devel. Authority Special Obligation1		6.450			09/01/2037		3,071,379
	880,000	Stafford County & Staunton, VA IDA (Virginia Municipal League/Mt. Rogers)1		6.500			08/01/2028		808,623
	2,850,000	Stafford County & Staunton, VA IDA (Virginia Municipal League/Mt. Rogers)1		6.500			08/01/2038		2,455,703
	675,000	Suffolk, VA IDA (Lake Prince Center)1		5.300			09/01/2031		547,655
	3,600,000	VA Celebrate South CDA Special Assessment1		6.250			03/01/2037		2,150,568
	950,000	VA College Building Authority (Regent University)1		5.000			06/01/2026		889,922
	8,000,000	VA College Building Authority (Regent University)1		5.000			06/01/2029		7,166,240
	1,035,000	VA College Building Authority Educational Facilities (Regent University)1		5.000			06/01/2036		880,744
	3,700,000	VA Small Business Financing Authority (Hampton Roads Proton)1		9.000			07/01/2039		3,818,807
	21,020,000	VA Tobacco Settlement Authority1		5.000			06/01/2047		12,042,778
	35,170,000	VA Tobacco Settlement Authority		5.670	3		06/01/2047		516,647

50 | OPPENHEIMER AMT-FREE MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
Virginia Continued
$	162,770,000	VA Tobacco Settlement Authority		5.770	%3		06/01/2047	$	2,311,334
	5,000,000	VA Tobacco Settlement Financing Corp.		0.000	4		06/01/2046		2,773,550
									46,366,884
Washington—2.9%
	1,000,000	Bremerton, WA Hsg. Authority1		5.300			06/01/2026		866,150
	4,145,000	Bremerton, WA Hsg. Authority1		5.500			06/01/2037		3,156,044
	35,000	Pierce County, WA Hsg. Authority1		5.800			12/01/2023		29,358
	100,000	Port Camas, WA Public Industrial Corp. (James River Corp. of Virginia)1		6.700			04/01/2023		99,998
	75,000	Radford, WA Court Properties Student Housing1		5.000			06/01/2027		73,519
	2,460,000	Seattle, WA Hsg. Authority (Gamelin House & Genesee)1		5.700			11/01/2035		2,026,425
	165,000	Skagit Valley, WA College1		5.625			11/01/2017		165,170
	140,000	Skagit Valley, WA College1		5.750			11/01/2023		140,008
	500,000	Vancouver, WA Downtown Redevel. Authority (Conference Center)1		5.250			01/01/2028		332,160
	1,800,000	Vancouver, WA Downtown Redevel. Authority (Conference Center)1		5.250			01/01/2034		1,098,324
	55,000	Vancouver, WA Hsg. Authority1		5.500			03/01/2028		55,004
	33,785,000	WA Health Care Facilities Authority (Catholic Health Initiatives)2		6.375			10/01/2036		35,267,925
	15,000,000	WA Health Care Facilities Authority (Providence Health System-Washington)2		5.250			10/01/2033		14,506,950
	115,000	WA Health Care Facilities Authority (Swedish Health System)1		5.125			11/15/2022		114,993
	90,000	WA Health Care Facilities Authority (Yakima Valley Memorial Hospital Assoc.)1		5.250			12/01/2020		84,650
	145,000	WA Health Care Facilities Authority (Yakima Valley Memorial Hospital Assoc.)1		5.375			12/01/2027		125,373
	10,000	WA HFC (Nickerson Area Properties)1		5.250			01/01/2023		8,070
	25,000	WA Tobacco Settlement Authority (TASC)1		6.625			06/01/2032		24,563
	80,000	White Salmon, WA Water & Sewer1		6.000			07/01/2015		80,152
									58,254,836
West Virginia—0.1%
	50,000	Pleasants County, WV Pollution Control (Monongahela Power Company)1		6.150			05/01/2015		50,071
	500,000	Wheeling, WV Tax Increment (Stone Building Renovation)1		5.200			06/01/2025		381,160
	1,500,000	Wheeling, WV Tax Increment (Stone Building Renovation)1		5.500			06/01/2033		1,078,455
									1,509,686

51 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Principal
Amount			Coupon			Maturity		Value
Wisconsin—0.3%
$	1,750,000	Sokaogon, WI Chippewa Community (Gaming)5,6		7.000	%		01/01/2026	$	1,000,108
	1,445,000	WI H&EFA (Aurora Health Care)1		5.600			02/15/2029		1,383,313
	350,000	WI H&EFA (Beloit College)1		6.125			06/01/2035		323,995
	350,000	WI H&EFA (Beloit College)1		6.125			06/01/2039		321,097
	5,000	WI H&EFA (Froedert & Community)1		5.375			10/01/2030		4,896
	280,000	WI H&EFA (Kenosha Hospital & Medical Center)1		5.625			05/15/2029		272,342
	25,000	WI H&EFA (Marshfield Clinic)1		6.000			02/15/2025		25,004
	2,140,000	WI H&EFA (Richland Hospital)1		5.375			06/01/2028		1,711,465
									5,042,220
Total Municipal Bonds and Notes (Cost $3,079,232,981)									2,401,562,517
Corporate Bonds and Notes—0.0%
	101,376	Delta Air Lines, Inc., Sr. Unsec. Nts.1,10 (Cost $100,363)		8.000			12/01/2015		94,869
Shares
Common Stocks—0.0%
	1,457	Delta Air Lines, Inc.10,11 (Cost $18,140)							17,003
Total Investments, at Value (Cost $3,079,351,484)—119.0%									2,401,674,389
Liabilities in Excess of Other Assets—(19.0)									(382,695,622	)
Net Assets-100.0%								$	2,018,978,767

Footnotes to Statement of Investments
1.	All or a portion of the security position has been segregated for collateral to cover borrowings. See Note 6 of the accompanying Notes.
2.	Security represents the underlying municipal bond on an inverse floating rate security. The bond was purchased by the Fund and subsequently transferred to a trust. See Note 1 of the accompanying Notes.
3.	Zero coupon bond reflects effective yield on the date of purchase.
4.	Denotes a step bond: a zero coupon bond that converts to a fixed or variable interest rate at a designated future date.
5.	Issue is in default. See Note 1 of the accompanying Notes.
6.	Non-income accruing security.
7.	Subject to a forbearance agreement. Rate shown is current rate. See Note 1 of the accompanying Notes.
8.	Restricted security. The aggregate value of restricted securities as of January 31, 2011 was $295, which represents less than 0.005% of the Fund’s net assets. See Note 5 of the accompanying Notes. Information concerning restricted securities is as follows:

	Acquisition						Unrealized
Security	Dates		Cost		Value		Appreciation
IL Finance Authority (Monarch Landing)		6/11/09	$	—	$	21	$	21
IL Finance Authority (Monarch Landing)		6/11/09		—		36		36
IL Finance Authority (Sedgebrook)		6/11/09		—		38		38
IL Finance Authority (Sedgebrook)		5/5/09-6/12/09		—		100		100
IL Finance Authority (Sedgebrook)		6/11/09-6/12/09		—		100		100
			$	—	$	295	$	295

9.	Represents the current interest rate for a variable or increasing rate security.
10.	Received as a result of a corporate action.
11.	Non-income producing security.

52 | OPPENHEIMER AMT-FREE MUNICIPALS

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 or liability (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 or liability).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of January 31, 2011 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	$	—	$	21,979,490	$	—	$	21,979,490
Alaska		—		34,881,070		—		34,881,070
Arizona		—		76,810,497		—		76,810,497
Arkansas		—		1,984,296		—		1,984,296
California		—		376,179,307		—		376,179,307
Colorado		—		86,557,033		—		86,557,033
Connecticut		—		5,696,023		—		5,696,023
Delaware		—		5,222,738		—		5,222,738
District of Columbia		—		14,254,765		—		14,254,765
Florida		—		344,739,967		—		344,739,967
Georgia		—		37,213,906		—		37,213,906
Hawaii		—		827,918		—		827,918
Idaho		—		7,615,123		—		7,615,123
Illinois		—		253,408,157		295		253,408,452
Indiana		—		32,045,229		—		32,045,229
Iowa		—		50,392,713		—		50,392,713
Kansas		—		3,511,835		—		3,511,835
Kentucky		—		199,720		—		199,720
Louisiana		—		50,606,388		—		50,606,388
Maryland		—		7,856,045		—		7,856,045
Massachusetts		—		2,773,351		—		2,773,351
Michigan		—		45,268,760		—		45,268,760
Minnesota		—		12,400,618		—		12,400,618
Mississippi		—		5,666,266		—		5,666,266
Missouri		—		69,679,616		—		69,679,616
Montana		—		6,954,117		—		6,954,117
Nebraska		—		5,459,756		—		5,459,756
Nevada		—		64,896,239		—		64,896,239
New Hampshire		—		58,570,172		—		58,570,172
New Jersey		—		72,031,048		—		72,031,048

53 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / 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
Investments, at Value:
Municipal Bonds and Notes Continued
New Mexico	$	—	$	12,035,125	$	—	$	12,035,125
New York		—		38,430,486		—		38,430,486
North Carolina		—		4,578,934		—		4,578,934
North Dakota		—		64,856		—		64,856
Ohio		—		134,173,702		—		134,173,702
Oklahoma		—		7,886,334		—		7,886,334
Oregon		—		956,028		—		956,028
Pennsylvania		—		33,292,278		—		33,292,278
Rhode Island		—		7,505,595		—		7,505,595
South Carolina		—		32,603,939		—		32,603,939
Tennessee		—		7,986,862		—		7,986,862
Texas		—		196,668,665		3,730,000		200,398,665
U.S. Possessions		—		52,487,227		—		52,487,227
Utah		—		1,490,256		—		1,490,256
Vermont		—		816,146		—		816,146
Virginia		—		46,366,884		—		46,366,884
Washington		—		58,254,836		—		58,254,836
West Virginia		—		1,509,686		—		1,509,686
Wisconsin		—		5,042,220		—		5,042,220
Corporate Bonds and Notes		—		94,869		—		94,869
Common Stocks		17,003		—		—		17,003
Total Assets	$	17,003	$	2,397,927,091	$	3,730,295	$	2,401,674,389

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.

The table below shows the significant transfers between Level 2 and Level 3. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

	Transfers out of			Transfers into
	Level 2		*	Level 3		*
Assets Table
Investments, at Value:
Municipal Bonds and Notes
Illinois	$	(6,787,760	)	$	6,787,760
Total Assets	$	(6,787,760	)	$	6,787,760

* Transferred from Level 2 to Level 3 because of the lack of observable market data due to a decrease in market activity for these securities.

54 | OPPENHEIMER AMT-FREE MUNICIPALS

The following is a reconciliation of assets in which significant unobservable inputs (level 3) were used in determining fair value:

						Change in		Accretion/					Transfers
	Value as					unrealized		(amortization)		Net			in and/		Value as of
	of July 30,		Realized			appreciation/		of premium/		purchases			or out of		January 31,
	2010a		gain (loss)			depreciation		discountb		(sales)			Level 3		2011
Assets Table
Investments, at Value:
Municipal Bonds
Illinois	$	—	$	(13,025,705	)	$	10,730,415	$	79,708	$	(4,571,883	)	$	6,787,760	$	295
Kentucky		10		5,726			12,404		—		(18,140	)				—
Texas		3,243,000		—			487,000		—		—			—		3,730,000
Total Assets	$	3,243,010	$	(13,019,979	)	$	11,229,819	$	79,708	$	(4,590,023	)	$	6,787,760	$	3,730,295

a.	July 30, 2010 represents the last business day of the Fund’s 2010 fiscal year.
b.	Included in net investment income.

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:

AG	Allegheny General Hospital
AHF	American Housing Foundation
ARC	Assoc. of Retarded Citizens
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
CHHC	Community Health & Home Care
COP	Certificates of Participation
DA	Dormitory Authority
DKH	Day Kimball Hospital
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
FHA	Federal Housing Agency/Authority
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
MCP	Medical College Of Pennsylvania
M-S-R	Modesto Irrigation District of the City of Santa Clara and the City of Reddings
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

55 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued

Footnotes to Statement of Investments Continued

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

PP	Professionals PRN, Inc.
ROLs	Residual Option Longs
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 Tucson
TC	Travis Corp. (People Care)
UC	United Care
VC	VinFen Corp.
VCS	VinFen Clinical Services
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.

56 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF ASSETS AND LIABILITIES Unaudited

January 31, 2011
Assets
Investments, at value (cost $3,079,351,484)—see accompanying statement of investments	$	2,401,674,389
Cash		2,905,485
Receivables and other assets:
Interest		35,331,862
Investments sold (including $4,160,750 sold on a when-issued or delayed delivery basis)		13,713,514
Shares of beneficial interest sold		6,103,208
Other		271,357
Total assets		2,459,999,815
Liabilities
Payables and other liabilities:
Payable for short-term floating rate notes issued (See Note 1)		345,430,000
Payable on borrowings (See Note 6)		83,200,000
Shares of beneficial interest redeemed		8,126,945
Dividends		2,514,811
Distribution and service plan fees		459,176
Trustees’ compensation		287,008
Transfer and shareholder servicing agent fees		91,238
Shareholder communications		55,305
Interest expense on borrowings		25,125
Other		831,440
Total liabilities		441,021,048
Net Assets	$	2,018,978,767
Composition of Net Assets
Par value of shares of beneficial interest	$	352,692
Additional paid-in capital		3,076,181,836
Accumulated net investment income		8,996,825
Accumulated net realized loss on investments		(388,875,491	)
Net unrealized depreciation on investments		(677,677,095	)
Net Assets	$	2,018,978,767

57 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,579,025,445 and 275,522,600 shares of beneficial interest outstanding)	$	5.73
Maximum offering price per share (net asset value plus sales charge of 4.75% of offering price)	$	6.02
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $34,722,225 and 6,088,591 shares of beneficial interest outstanding)	$	5.70
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $404,995,812 and 71,039,258 shares of beneficial interest outstanding)	$	5.70
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $235,285 and 41,104 shares of beneficial interest outstanding)	$	5.72

See accompanying Notes to Financial Statements.

58 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF OPERATIONS Unaudited

For the Six Months Ended January 31, 2011
Investment Income
Interest	$	106,986,784
Other income		3,560
Total investment income		106,990,344
Expenses
Management fees		5,162,559
Distribution and service plan fees:
Class A		2,474,436
Class B		202,804
Class C		2,542,737
Transfer and shareholder servicing agent fees:
Class A		424,302
Class B		24,783
Class C		153,718
Class Y		28
Shareholder communications:
Class A		54,187
Class B		2,898
Class C		16,702
Class Y		3
Interest expense and fees on short-term floating rate notes issued (See Note 1)		3,040,516
Borrowing fees		1,740,660
Interest expense on borrowings		121,957
Trustees’ compensation		22,667
Custodian fees and expenses		9,589
Administration service fees		750
Other		652,440
Total expenses		16,647,736
Less waivers and reimbursements of expenses		(44,083	)
Net expenses		16,603,653
Net Investment Income		90,386,691
Realized and Unrealized Loss
Net realized loss on investments		(40,161,544	)
Net change in unrealized appreciation/depreciation on investments		(226,843,812	)
Net Decrease in Net Assets Resulting from Operations	$	(176,618,665	)

See accompanying Notes to Financial Statements.

59 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months			Year
	Ended			Ended
	January 31, 2011			July 30,
	(Unaudited)			20101
Operations
Net investment income	$	90,386,691		$	170,846,475
Net realized gain (loss)		(40,161,544	)		137,994
Net change in unrealized appreciation/depreciation		(226,843,812	)		306,249,859
Net increase (decrease) in net assets resulting from operations		(176,618,665	)		477,234,328
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(66,688,903	)		(140,989,649	)
Class B		(1,184,607	)		(2,428,029	)
Class C		(15,040,673	)		(30,007,016	)
Class Y		(2,310	)		—
		(82,916,493	)		(173,424,694	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(300,110,644	)		387,853,947
Class B		(2,312,228	)		7,705,230
Class C		(60,721,696	)		154,797,434
Class Y		250,298			—
		(362,894,270	)		550,356,611
Net Assets
Total increase (decrease)		(622,429,428	)		854,166,245
Beginning of period		2,641,408,195			1,787,241,950
End of period (including accumulated net investment income of $8,996,825 and $1,526,627, respectively)	$	2,018,978,767		$	2,641,408,195

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

See accompanying Notes to Financial Statements.

60 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF CASH FLOWS Unaudited

For the Six Months Ended January 31, 2011
Cash Flows from Operating Activities
Net decrease in net assets from operations	$	(176,618,665	)
Adjustments to reconcile net decrease in net assets from operations to net cash provided by operating activities:
Purchase of investment securities		(445,311,456	)
Proceeds from disposition of investment securities		851,125,788
Short-term investment securities, net		43,103,413
Premium amortization		1,221,151
Discount accretion		(18,815,681	)
Net realized loss on investments		40,161,544
Net change in unrealized appreciation/depreciation on investments		226,843,812
Change in assets:
Decrease in interest receivable		10,411,494
Decrease in other assets		172,605
Increase in receivable for securities sold		(451,362	)
Change in liabilities:
Increase in other liabilities		412,044
Decrease in payable for securities purchased		(27,385,517	)
Net cash provided by operating activities		504,869,170
Cash Flows from Financing Activities
Proceeds from bank borrowings		453,700,000
Payments on bank borrowings		(408,800,000	)
Payments on short-term floating rate notes issued		(106,690,000	)
Proceeds from shares sold		286,791,461
Payments on shares redeemed		(693,051,617	)
Cash distributions paid		(34,854,795	)
Net cash used in financing activities		(502,904,951	)
Net increase in cash		1,964,219
Cash, beginning balance		941,266
Cash, ending balance	$	2,905,485
Supplemental disclosure of cash flow information:
Noncash financing activities not included herein consist of reinvestment of dividends and distributions of $47,622,143.
Cash paid for interest on bank borrowings—$112,099.
Cash paid for interest on short-term floating rate notes issued—$3,040,516.

See accompanying Notes to Financial Statements.

61 | OPPENHEIMER AMT-FREE MUNICIPALS

FINANCIAL HIGHLIGHTS

	Six Months
	Ended
	January 31, 2011												Year Ended July 31,
Class A	(Unaudited)			2010		1	2009			2008			2007			2006
Per Share Operating Data
Net asset value, beginning of period	$	6.39		$	5.51		$	7.90		$	10.04		$	10.08		$	10.16
Income (loss) from investment operations:
Net investment income2		.23			.45			.50			.53			.51			.50
Net realized and unrealized gain (loss)		(.68	)		.89			(2.37	)		(2.17	)		(.07	)		(.03	)
Total from investment operations		(.45	)		1.34			(1.87	)		(1.64	)		.44			.47
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.21	)		(.46	)		(.52	)		(.50	)		(.48	)		(.55	)
Net asset value, end of period	$	5.73		$	6.39		$	5.51		$	7.90		$	10.04		$	10.08
Total Return, at Net Asset Value3		(7.25	)%		24.64	%		(23.57	)%		(16.68	)%		4.37	%		4.78	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,579,026		$	2,081,580		$	1,447,860		$	1,605,257		$	2,129,928		$	1,494,775
Average net assets (in thousands)	$	1,985,702		$	1,953,017		$	1,234,468		$	1,807,703		$	1,838,511		$	1,147,353
Ratios to average net assets:4
Net investment income		7.26	%		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		0.75	%		0.71	%		0.76	%		0.71	%		0.71	%		0.75	%
Interest and fees from borrowings		0.15	%		0.23	%		0.92	%		0.20	%		0.08	%		0.12	%
Interest and fees on short-term floating rate notes issued5		0.24	%		0.22	%		0.65	%		0.73	%		0.58	%		0.62	%
Total expenses		1.14	%		1.16	%		2.33	%		1.64	%		1.37	%		1.49	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.14	%		1.16	%		2.33	%		1.64	%		1.37	%		1.49	%
Portfolio turnover rate		16	%		21	%		23	%		60	%		18	%		16	%

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

62 | OPPENHEIMER AMT-FREE MUNICIPALS

	Six Months
	Ended
	January 31, 2011												Year Ended July 31,
Class B	(Unaudited)			2010		1	2009			2008			2007			2006
Per Share Operating Data
Net asset value, beginning of period	$	6.36		$	5.48		$	7.87		$	10.00		$	10.04		$	10.13
Income (loss) from investment operations:
Net investment income2		.20			.39			.45			.46			.42			.42
Net realized and unrealized gain (loss)		(.68	)		.90			(2.38	)		(2.17	)		(.06	)		(.04	)
Total from investment operations		(.48	)		1.29			(1.93	)		(1.71	)		.36			.38
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.18	)		(.41	)		(.46	)		(.42	)		(.40	)		(.47	)
Net asset value, end of period	$	5.70		$	6.36		$	5.48		$	7.87		$	10.00		$	10.04
Total Return, at Net Asset Value3		(7.68	)%		23.72	%		(24.35	)%		(17.34	)%		3.56	%		3.87	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	34,722		$	41,234		$	28,789		$	35,642		$	54,645		$	58,570
Average net assets (in thousands)	$	40,196		$	37,974		$	26,189		$	43,378		$	57,919		$	50,695
Ratios to average net assets:4
Net investment income		6.42	%		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		1.59	%		1.56	%		1.64	%		1.54	%		1.51	%		1.56	%
Interest and fees from borrowings		0.15	%		0.23	%		0.92	%		0.20	%		0.08	%		0.12	%
Interest and fees on short-term floating rate notes issued5		0.24	%		0.22	%		0.65	%		0.73	%		0.58	%		0.62	%
Total expenses		1.98	%		2.01	%		3.21	%		2.47	%		2.17	%		2.30	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.98	%		2.01	%		3.21	%		2.47	%		2.17	%		2.30	%
Portfolio turnover rate		16	%		21	%		23	%		60	%		18	%		16	%

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

63 | OPPENHEIMER AMT-FREE MUNICIPALS

FINANCIAL HIGHLIGHTS Continued

	Six Months
	Ended
	January 31, 2011												Year Ended July 31,
Class C	(Unaudited)			2010		1	2009			2008			2007			2006
Per Share Operating Data
Net asset value, beginning of period	$	6.36		$	5.48		$	7.87		$	10.00		$	10.04		$	10.13
Income (loss) from investment operations:
Net investment income2		.21			.40			.45			.47			.43			.42
Net realized and unrealized gain (loss)		(.68	)		.89			(2.37	)		(2.17	)		(.07	)		(.04	)
Total from investment operations		(.47	)		1.29			(1.92	)		(1.70	)		.36			.38
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.19	)		(.41	)		(.47	)		(.43	)		(.40	)		(.47	)
Net asset value, end of period	$	5.70		$	6.36		$	5.48		$	7.87		$	10.00		$	10.04
Total Return, at Net Asset Value3		(7.64	)%		23.82	%		(24.27	)%		(17.29	)%		3.60	%		3.89	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	404,996		$	518,594		$	310,593		$	323,411		$	416,347		$	250,929
Average net assets (in thousands)	$	503,790		$	465,652		$	252,892		$	361,518		$	344,756		$	159,084
Ratios to average net assets:4
Net investment income		6.49	%		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		1.52	%		1.48	%		1.55	%		1.48	%		1.47	%		1.50	%
Interest and fees from borrowings		0.15	%		0.23	%		0.92	%		0.20	%		0.08	%		0.12	%
Interest and fees on short-term floating rate notes issued5		0.24	%		0.22	%		0.65	%		0.73	%		0.58	%		0.62	%
Total expenses		1.91	%		1.93	%		3.12	%		2.41	%		2.13	%		2.24	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.91	%		1.93	%		3.12	%		2.41	%		2.13	%		2.24	%
Portfolio turnover rate		16	%		21	%		23	%		60	%		18	%		16	%

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

64 | OPPENHEIMER AMT-FREE MUNICIPALS

	Period
	Ended
	January 31, 2011		1
Class Y	(Unaudited)
Per Share Operating Data
Net asset value, beginning of period	$	6.19
Income (loss) from investment operations:
Net investment income2		.08
Net realized and unrealized loss		(.49	)
Total from investment operations		(.41	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.06	)
Net asset value, end of period	$	5.72
Total Return, at Net Asset Value3		(6.44	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	235
Average net assets (in thousands)	$	183
Ratios to average net assets:4
Net investment income		8.33	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		0.62	%
Interest and fees from borrowings		0.15	%
Interest and fees on short-term floating rate notes issued5		0.24	%
Total expenses		1.01	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.01	%
Portfolio turnover rate		16	%

1.	For the period from November 29, 2010 (inception of offering) to January 31, 2011.
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.

65 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Unaudited

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, Class C and Class Y 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”). Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Y shares. 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 under which they pay fees. Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase. Class Y shares were first publicly offered on November 29, 2010.

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

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 the time when the

66 | OPPENHEIMER AMT-FREE MUNICIPALS

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 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

67 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

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 January 31, 2011, the Fund had sold securities issued on a when-issued or delayed delivery basis as follows:

	When-Issued or Delayed
	Delivery Basis Transactions
Sold securities		4,160,750

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 $345,430,000 as of January 31, 2011, which represents 14.04% 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 position on its Statement of Investments (but does not

68 | OPPENHEIMER AMT-FREE MUNICIPALS

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 January 31, 2011, municipal bond holdings with a value of $514,001,451 shown on the Fund’s Statement of Investments are held by such Trusts and serve as collateral for the $345,430,000 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 January 31, 2011, 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		14.951	%		12/1/33	$	1,673,520
	5,000,000	CA Dept. of Veterans Affairs Home Purchase ROLs3		9.922			12/1/23		3,805,100
	6,670,000	CA Health Facilities Financing Authority (Sutter Health/ California Pacific Medical Center Obligated		11.716			11/15/46		3,791,562
	5,000,000	CA Health Facilities Financing Authority ROLs3		17.278			7/1/39		4,778,000
	3,000,000	Chicago, IL Park District (Harbor Facilities) DRIVERS3		8.130			1/1/37		2,834,160
	5,000,000	Chicago, IL Park District (Harbor Facilities) DRIVERS3		8.130			1/1/40		4,667,700
	3,750,000	Clark County, NV Airport ROLs3		17.188			7/1/42		3,619,800
	5,000,000	Clark County, NV Water Reclamation District DRIVERS		15.312			7/1/38		4,812,600
	3,480,000	FL COP (Dept. of Management Services) DRIVERS		11.708			8/1/28		3,315,779
	4,000,000	Greater Orlando, FL Aviation Authority ROLs3		14.671			10/1/32		2,993,120
	4,000,000	Houston, TX Airport System ROLs3		16.409			7/1/39		4,066,880
	5,000,000	IL Finance Authority (Northwestern Memorial Hospital) DRIVERS		17.911			8/15/39		5,495,600
	3,750,000	IL Finance Authority ROLs		15.390			5/15/29		2,682,450
	12,500,000	IL Metropolitan Pier & Exposition Authority ROLs3		8.260			6/15/50		9,062,250
	7,500,000	IL Metropolitan Pier & Exposition Authority ROLs3		8.740			6/15/50		6,213,600
	3,650,000	MI Hospital Finance Authority ROLs3		17.982			12/1/23		4,761,352

69 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

Principal			Coupon			Maturity
Amount		Inverse Floater1	Rate2			Date		Value
$	7,500,000	Miami-Dade County, FL Aviation (Miami International Airport) DRIVERS		7.597	%		10/1/41	$	6,320,700
	11,000,000	NH H&EFA (LRG Healthcare) DRIVERS		8.509			10/1/34		10,416,340
	5,250,000	NH H&EFA ROLs3		21.593			4/1/38		7,718,550
	3,000,000	North Central Texas HFDC (Children’s Medical Center) DRIVERS		17.045			8/15/39		2,834,040
	4,920,000	NYC GO DRIVERS		15.734			4/1/36		5,136,086
	2,500,000	Orange County, FL School Board ROLs3		16.349			8/1/34		2,230,200
	3,100,000	Pima County, AZ IDA (Metro Police Facility) DRIVERS		15.535			7/1/39		2,704,812
	4,000,000	Tarrant County, TX Cultural Education Facilities Finance Corp. ROLs3		18.566			11/15/29		4,801,920
	30,000,000	TX Municipal Gas Acquisition & Supply Corp. ROLs3		10.151			12/15/26		32,439,600
	2,625,000	University of California (Regents Medical Center) DRIVERS		14.446			5/15/37		2,259,495
	3,000,000	University of Illinois (Auxiliary Facilities Systems) DRIVERS		17.045			4/1/38		3,381,360
	7,500,000	WA Austin Trust Various States Inverse Certificates		8.118			10/1/33		7,006,950
	11,265,000	WA Health Care Facilities Authority (Catholic Health Initiatives)3		14.627			10/1/36		12,747,925
								$	168,571,451

1.	For a list of abbreviations used in the Inverse Floater table see the Portfolio Abbreviations table on pages 55-56 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.

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 January 31, 2011, in addition to the exposure detailed in the preceding table, the Fund’s maximum exposure under such agreements is estimated at $201,970,000.

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 or underlying obligors subsequently default. Information concerning securities in default as of January 31, 2011 is as follows:

70 | OPPENHEIMER AMT-FREE MUNICIPALS

Cost	$	162,229,578
Market Value	$	65,804,770
Market Value as a % of Net Assets		3.26	%

The Fund has entered into forbearance agreements with certain obligors under which the Fund has agreed to temporarily forego receipt of the original principal or coupon interest rates. As of January 31, 2011, securities with an aggregate market value of $1,830,588, representing 0.09% of the Fund’s net assets, were subject to these forbearance agreements. Interest and principal payments are owed to the Fund under these agreements in the amount of $0.

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.

During the fiscal year ended July 30, 2010, the Fund did not utilize any capital loss carry-forward to offset capital gains realized in that fiscal year. As of July 30, 2010, the Fund had available for federal income tax purposes post-October losses of $8,700,312 and unused capital loss carryforwards as follows:¹

Expiring
2016	$	38,527,923
2017		105,610,446
2018		177,767,456
Total	$	321,905,825

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

As of January 31, 2011, the Fund had available for federal income tax purposes an estimated capital loss carryforward of $370,767,681, of which $40,161,544 expires in 2019. This estimated capital loss carryforward represents carryforward as of the end of the last fiscal year, increased for losses deferred under tax accounting rules to the current fiscal year and is increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the six months ended January 31, 2011, it is estimated that the Fund will not utilize any capital loss carryforward to offset realized capital gains.

71 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

     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.

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 January 31, 2011 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	$	2,767,376,165	1
Gross unrealized appreciation	$	49,643,394
Gross unrealized depreciation		(760,369,874	)
Net unrealized depreciation	$	(710,726,480	)

1. The Federal tax cost of securities does not include cost of $345,024,704, 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 six months ended January 31, 2011, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased (Decreased)	$	—
Payments Made to Retired Trustees		27,073
Accumulated Liability as of January 31, 2011		143,472

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

72 | OPPENHEIMER AMT-FREE MUNICIPALS

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. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made to shareholders prior to the Fund’s fiscal year end may ultimately be categorized as a tax return of capital.

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.

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NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

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:

	Six Months Ended January 31, 2011					1	Year Ended July 30, 2010					2
	Shares			Amount			Shares			Amount
Class A
Sold		35,374,735		$	223,884,480			134,151,304		$	844,942,272
Dividends and/or distributions reinvested		6,175,007			38,736,897			13,373,377			84,819,298
Redeemed		(91,529,124	)		(562,732,021	)		(84,878,059	)		(541,907,623	)
Net increase (decrease)		(49,979,382	)	$	(300,110,644	)		62,646,622		$	387,853,947
Class B
Sold		618,020		$	3,939,314			2,304,630		$	14,479,730
Dividends and/or distributions reinvested		106,941			665,588			215,122			1,358,243
Redeemed		(1,114,735	)		(6,917,130	)		(1,290,995	)		(8,132,743	)
Net increase (decrease)		(389,774	)	$	(2,312,228	)		1,228,757		$	7,705,230
Class C
Sold		9,182,236		$	57,890,198			37,430,947		$	234,602,393
Dividends and/or distributions reinvested		1,318,582			8,217,734			2,603,032			16,439,742
Redeemed		(20,964,611	)		(126,829,628	)		(15,183,390	)		(96,244,701	)
Net increase (decrease)		(10,463,793	)	$	(60,721,696	)		24,850,589		$	154,797,434
Class Y
Sold		44,160		$	268,394			—		$	—
Dividends and/or distributions reinvested		332			1,924			—			—
Redeemed		(3,388	)		(20,020	)		—			—
Net increase		41,104		$	250,298			—		$	—

1.	For the six months ended January 31, 2011, for Class A, B and C shares, and for the period from November 29, 2010 (inception of offering) to January 31, 2011 for Class Y shares.
2.	July 30, 2010 represents the last business day of the Fund’s 2010 fiscal year.

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the six months ended January 31, 2011, were as follows:

	Purchases		Sales
Investment securities	$	445,311,456	$	851,125,788

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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

Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.

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 six months ended January 31, 2011, the Fund paid $619,273 to OFS for services to the Fund.

     Additionally, Class Y shares are subject to minimum fees of $10,000 annually for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees.

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 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

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NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

4. Fees and Other Transactions with Affiliates Continued

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 December 31, 2010 were as follows:

Class B	$	2,218,110
Class C		7,327,277

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		Contingent		Contingent
	Front-End		Deferred		Deferred		Deferred
	Sales Charges		Sales Charges		Sales Charges		Sales Charges
	Retained by		Retained by		Retained by		Retained by
Six Months Ended	Distributor		Distributor		Distributor		Distributor
January 31, 2011	$	273,546	$	156,322	$	48,220	$	56,850

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 six months ended January 31, 2011, the Manager reimbursed the Fund $44,083 for legal costs and fees.

     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 January 31, 2011, 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.

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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 also may borrow to meet redemption obligations or for temporary and emergency purposes.

     The Fund can also use the borrowings for other investment-related purposes, including in connection with the Fund’s inverse floater investments as discussed in Note 1. The Fund may use the borrowings to unwind or “collapse” trusts that issued “inverse floaters” owned by the Fund, or in circumstances in which the Fund has entered into a shortfall and forbearance agreement with the sponsor of an inverse floater trust to meet the Fund’s obligation to reimburse the sponsor of the inverse floater for the difference between the liquidation value of the underlying bond and the amount due to holders of the short-term floating rate notes issued by the Trust. See the discussion in Note 1 (Inverse Floating Rate Securities) for additional information.

     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 $1.50 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 (0.271% as of January 31, 2011). 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 six months ended January 31, 2011 equal 0.15% 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.

As of January 31, 2011, the Fund had borrowings outstanding at an interest rate of 0.271%. Details of the borrowings for the six months ended January 31, 2011 are as follows:

Average Daily Loan Balance	$	74,525,543
Average Daily Interest Rate		0.334	%
Fees Paid	$	1,369,105
Interest Paid	$	112,099

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NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

7. Reverse Repurchase Agreements

The Fund may engage in reverse repurchase agreements. A reverse repurchase agreement is the sale of one or more securities to a counter-party at an agreed-upon purchase price with the simultaneous agreement to repurchase those securities on a future date at a higher repurchase price. The repurchase price represents the repayment of the purchase price and interest accrued thereon over the term of the repurchase agreement. The cash received by the Fund in connection with a reverse repurchase agreement may be used for investment-related purposes such as purchasing portfolio securities or for other purposes such as those described in the preceding “Borrowings” note.

     The Fund entered into a Committed Repurchase Transaction Facility (the “Facility”) with J.P. Morgan Securities LLC (the “counter-party’) which enables it to participate with certain other Oppenheimer funds in a committed reverse repurchase agreement facility that permits aggregate outstanding reverse repurchase agreements of up to $750 million, collectively. Interest is charged to the Fund on the purchase price of outstanding reverse repurchase agreements at current LIBOR rates plus an applicable spread. The Fund is also allocated its pro-rata share of an annual structuring fee based on the total Facility size and ongoing commitment fees based on the total unused amount of the Facility. The Fund retains the economic exposure to fluctuations in the value of securities subject to reverse repurchase agreements under the Facility and therefore these transactions are considered secured borrowings for financial reporting purposes. Securities subject to reverse repurchase agreements are separately noted in the Statement of Investments. The Fund also continues to receive the economic benefit of interest payments made on securities subject to reverse repurchase agreements, in the form of a direct payment from the counter-party. These payments are included in interest income on the Statement of Operations. Total fees and interest related to the Fund’s participation in the Facility during the six months ended January 31, 2011 are included in expenses on the Fund’s Statement of Operations and are less than 0.005% of the Fund’s average net assets on an annualized basis.

     The securities subject to reverse repurchase agreements under the Facility are valued on a daily basis. To the extent this value, after adjusting for certain margin requirements of the Facility, exceeds the cash proceeds received, the Fund may request the counter-party to return securities equal in margin value to this excess. To the extent that the cash proceeds received exceed the margin value of the securities subject to the transaction, the counter-party may request additional securities from the Fund. The Fund has the right to declare the first or fifteenth day of any calendar month as the repurchase date in respect of any reverse repurchase agreement upon delivery of a required advanced notification and may also recall any security subject to such a transaction by substituting eligible securities of equal or greater margin value according to the Facility’s terms.

     The Fund executed no transactions under the Facility during the six months ended January 31, 2011.

8. Pending Litigation

Since 2009, a number of lawsuits have been pending 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

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as defendants certain officers and current 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.

     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. 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.

9. Subsequent Event

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending 2012. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending 2012.

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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.

     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

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     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Daniel Loughran, Scott Cottier, Troy Willis, Mark DeMitry, Marcus Franz, Michael Camarella and effective January 2010, Charles Pulire, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.

     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail front-end load and no-load general municipal debt funds. The Board noted that the Fund’s one-year performance was better than its peer group median although its three-year, five-year and ten-year performance was below its peer group median.

     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load general municipal debt funds with comparable asset levels and distribution features. The Board noted that the Fund’s actual and contractual management fees and total expenses were competitive with its peer group median and average.

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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued

     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.

     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.

     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through September 30, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.

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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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OPPENHEIMER AMT-FREE MUNICIPALS

Trustees and Officers	Brian F. Wruble, Chairman of the Board of Trustees and Trustee
	David K. Downes, Trustee
	Matthew P. Fink, Trustee
	Phillip A. Griffiths, Trustee
	Mary F. Miller, Trustee
	Joel W. Motley, Trustee
	Mary Ann Tynan, Trustee
	Joseph M. Wikler, Trustee
	Peter I. Wold, Trustee
	William F. Glavin, Jr., President and Principal Executive Officer
	Daniel G. Loughran, Vice President and Senior Portfolio Manager
	Scott S. Cottier, Vice President and Senior Portfolio Manager
	Troy E. Willis, Vice President and Senior Portfolio Manager
	Mark R. DeMitry, Vice President and Senior Portfolio Manager
	Michael L. Camarella, Vice President and Senior Portfolio Manager
	Richard Stein, Vice President
	Arthur S. Gabinet, Secretary
	Thomas W. Keffer, Vice President and Chief Business Officer
	Mark S. Vandehey, Vice President and Chief Compliance Officer
	Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer
	Robert G. Zack, Vice President
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
	The financial statements included herein have been taken from the records of the Fund without examination of those records by the independent registered public accounting firm.

©2011 OppenheimerFunds, Inc. All rights reserved.

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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:

l	Applications or other forms
l	When you create a user ID and password for online account access
l	When you enroll in eDocs Direct, our electronic document delivery service
l	Your transactions with us, our affiliates or others
l	A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited
l	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.

85 | OPPENHEIMER AMT-FREE MUNICIPALS

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.

l	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.
l	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.
l	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.

86 | OPPENHEIMER AMT-FREE MUNICIPALS

Item 2. Code of Ethics.

Not applicable to semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable to semiannual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable to semiannual reports.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

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.
3.	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 01/31/2011, 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 officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)	(1) Not applicable to semiannual reports.
	(2) Exhibits attached hereto.
	(3) Not applicable.
(b)	Exhibit attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer AMT-Free Municipals
By:	/s/ William F. Glavin, Jr.William F. Glavin, Jr.
	Principal Executive Officer
Date:	03/11/2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ William F. Glavin, Jr.William F. Glavin, Jr.
	Principal Executive Officer
Date:	03/11/2011
By:	/s/ Brian W. WixtedBrian W. Wixted
	Principal Financial Officer
Date:	03/11/2011