Oppenheimer Rochester Amt-free Municipal Fund NCSRS 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)

Arthur S. Gabinet
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: 1/31/2012

Item 1. Reports to Stockholders.

January 31, 2012

MANAGEMENT COMMENTARY

An Interview with Your Fund’s Portfolio Managers

SEMIANNUAL REPORT

Listing of Top Holdings Financial Statements

“We hope that the recent strength of the municipal bond market has renewed investors’ confidence in the market’s powerful ability to help investors earn tax-advantaged income.”

Dan Loughran, Senior Vice President, Senior Portfolio Manager and Team Leader,OppenheimerFunds/Rochester

TOP HOLDINGS AND ALLOCATIONS


Top Ten Categories

Tobacco—Master Settlement Agreement	16.0	%
Hospital/Healthcare	12.3
Special Assessment	12.2
Higher Education	6.8
Tax Increment Financing (TIF)	6.7
General Obligation	5.4
Diversified Financial Services	4.6
Municipal Leases	4.1
Special Tax	3.2
Sales Tax Revenue	3.2

Portfolio holdings are subject to change. Percentages are as of January 31, 2012, and are based on total assets.


Credit Rating Breakdown	NRSRO Only Total

AAA		9.0	%
AA		20.6
A		11.2
BBB		14.3
BB and lower		16.5
Unrated		28.4

Total		100.0	%

The percentages above are based on the market value of the Fund’s securities as of January 31, 2012, 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 summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, visiting oppenheimerfunds.com, or calling 1.800.CALL OPP (225.5677). Read prospectuses and 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 fee-based clients of dealers that have a special agreement with the Distributor, 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. There is no sales charge for Class Y shares.

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, 2012.

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
Actual	August 1, 2011		January 31, 2012		January 31, 2012

Class A	$	1,000.00	$	1,113.30	$	5.48
Class B		1,000.00		1,107.50		10.06
Class C		1,000.00		1,107.90		9.63
Class Y		1,000.00		1,113.10		4.15

Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.96		5.24
Class B		1,000.00		1,015.63		9.62
Class C		1,000.00		1,016.04		9.21
Class Y		1,000.00		1,021.22		3.97

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Those annualized expense ratios based on the 6-month period ended January 31, 2012 are as follows:


Class	Expense Ratios
\|
Class A		1.03	%
Class B		1.89
Class C		1.81
Class Y		0.78

The expense ratios reflect voluntary waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. 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, 2012 / Unaudited


Principal
Amount			Coupon			Maturity		Value

Municipal Bonds and Notes—115.5%
Alabama—1.8%
$	30,000	AL 21st Century Authority Tobacco Settlement¹		5.500	%		12/01/2021	$	30,278
	1,170,000	AL Space Science Exhibit Finance Authority¹		6.000			10/01/2025		1,014,472
	35,000	Birmingham, AL Baptist Medical Centers (Baptist Health System)¹		5.625			11/15/2015		35,427
	45,000	Birmingham, AL Baptist Medical Centers (Baptist Health System)¹		5.875			11/15/2024		45,401
	20,000,000	Birmingham, AL Commercial Devel. Authority (Civic Center Improvements)		5.500			04/01/2041		22,093,000
	410,000	Birmingham, AL Private Educational Building Authority (Birmingham-Southern College)		6.125			12/01/2025		315,946
	90,000	Birmingham, AL Special Care Facilities Financing Authority (Daughters of Charity)¹		5.000			11/01/2025		90,339
	225,000	Cooperative District, AL Fort Deposit¹		6.000			02/01/2036		175,205
	3,500,000	Cullman County, AL Health Care Authority (Cullman Regional Medical Center)¹		6.750			02/01/2029		3,580,115
	6,250,000	Cullman County, AL Health Care Authority (Cullman Regional Medical Center)¹		7.000			02/01/2036		6,416,500
	265,000	Greater Montgomery, AL Educational Building Authority (Huntingdon College)¹		5.100			05/01/2016		273,387
	10,000	Jefferson County, AL Sewer		4.500			02/01/2012		6,500
	100,000	Jefferson County, AL Sewer		5.000			02/01/2018		60,310
	150,000	Jefferson County, AL Sewer		5.000			02/01/2020		89,025
	4,060,000	Jefferson County, AL Sewer		5.375			02/01/2027		2,414,523
	35,000	Jefferson County, AL Sewer		5.625			02/01/2018		20,785
	280,000	Jefferson County, AL Sewer		5.625			02/01/2022		166,267
	1,950,000	Tuscaloosa, AL Educational Building Authority (Stillman College)¹		5.000			06/01/2026		1,547,891
	5,000,000	Tuscaloosa, AL Educational Building Authority (Stillman College)¹		5.250			06/01/2037		3,687,050

									42,062,421
Alaska—0.4%
	8,000,000	AK HFC, Series A²		5.000			12/01/2033		8,027,600
	750,000	AK Industrial Devel. & Export Authority (Anchorage Sportsplex/Grace Community Church Obligated Group)³		6.150			08/01/2031		210,810
	600,000	AK Industrial Devel. & Export Authority Community Provider (Boys & Girls Home)		5.875			12/01/2027		359,994
	90,000	AK Northern Tobacco Securitization Corp. (TASC)¹		5.000			06/01/2032		73,957

									8,672,361

15 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Arizona—3.4%
$	831,000	Buckeye, AZ Watson Road Community Facilities District¹		5.750	%		07/01/2022	$	789,733
	200,000	Centerra, AZ Community Facilities District¹		5.150			07/15/2031		164,788
	250,950	Central AZ Irrigation & Drain District, Series A¹		6.000			06/01/2013		251,575
	305,000	Estrella Mountain Ranch, AZ Community Facilities District¹		5.450			07/15/2021		308,721
	200,000	Estrella Mountain Ranch, AZ Community Facilities District¹		5.625			07/15/2025		200,646
	450,000	Estrella Mountain Ranch, AZ Community Facilities District¹		5.800			07/15/2030		444,965
	1,015,000	Estrella Mountain Ranch, AZ Community Facilities District¹		5.900			07/15/2022		1,047,856
	330,000	Estrella Mountain Ranch, AZ Community Facilities District¹		6.125			07/15/2027		336,950
	500,000	Estrella Mountain Ranch, AZ Community Facilities District¹		6.200			07/15/2032		504,805
	471,000	Festival Ranch, AZ Community Facilities District¹		5.750			07/01/2032		412,587
	595,000	Festival Ranch, AZ Community Facilities District¹		5.800			07/15/2032		613,600
	250,000	Gladden Farms, AZ Community Facilities District¹		5.500			07/15/2031		255,180
	800,000	Litchfield Park, AZ Community Facility District¹		6.375			07/15/2026		800,024
	830,000	Maricopa County, AZ IDA (Christian Care Apartments)¹		6.500			01/01/2036		840,101
	2,000,000	Maricopa County, AZ IDA (Christian Care Mesa II)		6.625			01/01/2034		1,517,980
	500,000	Maricopa County, AZ IDA (Immanuel Campus Care)¹		8.500			04/20/2041		439,315
	1,355,000	Maricopa County, AZ IDA (Sun King Apartments)¹		6.750			11/01/2018		1,194,243
	785,000	Maricopa County, AZ IDA (Sun King Apartments)¹		6.750			05/01/2031		571,315
	640,000	Maricopa County, AZ School District No. 24 (Gila Bend)¹		5.500			07/01/2022		657,741
	200,000	Marley Park, AZ Community Facilities District¹		5.300			07/15/2031		169,988
	439,000	Merrill Ranch, AZ Community Facilities District No. 1 Special Assessment Lien¹		5.300			07/01/2030		364,366
	375,000	Palm Valley, AZ Community Facility District No. 3¹		5.300			07/15/2031		318,728
	980,000	Palm Valley, AZ Community Facility District No. 3¹		5.800			07/15/2032		878,501
	750,000	Phoenix, AZ IDA (Career Success Schools)¹		7.000			01/01/2029		756,270
	500,000	Phoenix, AZ IDA (Espiritu Community Devel. Corp.)¹		6.250			07/01/2036		424,060
	1,000,000	Phoenix, AZ IDA (Great Hearts Academies)¹		6.300			07/01/2042		1,008,120
	1,335,000	Pima County, AZ IDA (Arizona Charter School)¹		6.500			07/01/2023		1,336,936
	1,280,000	Pima County, AZ IDA (Arizona Charter School)¹		6.750			07/01/2031		1,280,717
	115,000	Pima County, AZ IDA (CECS/TAT/EICS Obligated Group)¹		6.300			07/01/2031		124,122
	365,000	Pima County, AZ IDA (CECS/TAT/EICS Obligated Group)¹		6.300			07/01/2031		352,929
	1,500,000	Pima County, AZ IDA (Center for Academic Success)¹		5.500			07/01/2037		1,306,185
	1,560,000	Pima County, AZ IDA (Christian Senior Living)¹		5.050			01/01/2037		1,552,262
	500,000	Pima County, AZ IDA (Facility Choice Education & Devel. Corp.)¹		6.250			06/01/2026		461,255
	1,200,000	Pima County, AZ IDA (Facility Choice Education & Devel. Corp.)¹		6.375			06/01/2036		1,060,164
	12,400,000	Pima County, AZ IDA (Metro Police Facility)²		5.375			07/01/2039		13,274,944
	500,000	Pima County, AZ IDA (P.L.C. Charter Schools)		6.750			04/01/2036		477,360

16 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Arizona Continued
$	170,000	Pima County, AZ IDA (Paradise Education Center)¹		5.875	%		06/01/2033	$	154,539
	250,000	Pima County, AZ IDA (Paradise Education Center)¹		6.000			06/01/2036		228,273
	2,845,000	Pima County, AZ IDA (Phoenix Advantage Charter School)		5.600			07/01/2023		1,857,984
	500,000	Pima County, AZ IDA (Sonoran Science Academy)¹		5.670			12/01/2027		439,950
	650,000	Pima County, AZ IDA (Sonoran Science Academy)¹		5.750			12/01/2037		536,809
	500,000	Quail Creek, AZ Community Facilities District¹		5.550			07/15/2030		437,200
	620,000	Quailwood Meadows, AZ Community Facilities District¹		6.000			07/15/2022		622,641
	1,350,000	Quailwood Meadows, AZ Community Facilities District¹		6.125			07/15/2029		1,352,538
	1,000,000	Rio Rico, AZ Fire District¹		7.000			07/01/2030		1,133,020
	460,000	Salt Verde, AZ Financial Corp.¹		5.250			12/01/2028		476,302
	100,000	Salt Verde, AZ Financial Corp.¹		5.500			12/01/2029		106,000
	29,030,000	Salt Verde, AZ Financial Corp.¹		5.500			12/01/2037		26,723,567
	55,000	Show Low Bluff, AZ Community Facilities District Special Assessment		5.200			07/01/2017		54,052
	1,655,000	Tartesso West, AZ Community Facilities District¹		5.900			07/15/2032		1,501,830
	3,000,000	Verrado, AZ Community Facilities District No. 1¹		5.350			07/15/2031		2,566,020
	4,775,000	Verrado, AZ Community Facilities District No. 1¹		6.500			07/15/2027		4,780,014
	1,775,000	Vistancia, AZ Community Facilities District¹		6.750			07/15/2022		1,803,116
	500,000	Westpark, AZ Community Facilities District¹		5.250			07/15/2031		422,275

									81,695,162
Arkansas—0.1%
	300,000	Arkadelphia, AR Public Education Facilities Board (Ouachita Baptist University)¹		5.375			03/01/2038		316,071
	2,480,000	Cave Springs, AR Municipal Property (Creeks Special Sewer District)³		6.250			02/01/2038		1,972,071

									2,288,142
California—20.5%
	675,000	Adelanto, CA Public Utility Authority¹		6.750			07/01/2039		719,442
	830,000	Anaheim, CA Community Facilities District Special Tax (Platinum Triangle)¹		6.000			09/01/2029		855,124
	1,615,000	Anaheim, CA Community Facilities District Special Tax (Platinum Triangle)¹		6.250			09/01/2040		1,663,757
	1,400,000	Antelope Valley, CA Healthcare District¹		5.250			09/01/2017		1,408,988
	20,000	Beaumont, CA Financing Authority, Series B¹		5.875			09/01/2023		20,710
	2,340,000	Bonita Canyon, CA Public Facilities Financing Authority¹		5.000			09/01/2025		2,416,214
	1,000,000	Bonita Canyon, CA Public Facilities Financing Authority¹		5.000			09/01/2026		1,032,040
	2,000,000	Bonita Canyon, CA Public Facilities Financing Authority¹		5.000			09/01/2028		2,052,520
	7,000,000	CA County Tobacco Securitization Agency		6.500	⁴		06/01/2046		241,150
	6,000,000	CA County Tobacco Securitization Agency		6.650	⁴		06/01/2046		184,980

17 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

California Continued
$	129,820,000	CA County Tobacco Securitization Agency		6.700	%⁴		06/01/2050	$	2,573,032
	7,580,000	CA County Tobacco Securitization Agency		7.234	⁴		06/01/2033		748,070
	38,650,000	CA County Tobacco Securitization Agency		7.550	⁴		06/01/2055		318,476
	8,000,000	CA County Tobacco Securitization Agency		7.750	⁴		06/01/2046		244,240
	2,315,000	CA County Tobacco Securitization Agency (TASC)¹		5.125			06/01/2038		1,671,708
	9,060,000	CA County Tobacco Securitization Agency (TASC)¹		5.125			06/01/2038		6,542,407
	100,000	CA County Tobacco Securitization Agency (TASC)¹		5.450			06/01/2028		80,425
	10,200,000	CA County Tobacco Securitization Agency (TASC)¹		5.600			06/01/2036		8,012,508
	160,000	CA County Tobacco Securitization Agency (TASC)¹		5.700			06/01/2046		117,813
	5,000,000	CA County Tobacco Securitization Agency (TASC)¹		5.875			06/01/2043		4,198,400
	21,000,000	CA County Tobacco Securitization Agency (TASC)¹		6.000			06/01/2042		18,170,670
	93,000,000	CA County Tobacco Securitization Agency (TASC)		6.650	⁴		06/01/2046		3,836,250
	11,770,000	CA Dept. of Veterans Affairs Home Purchase²		4.500			12/01/2023		11,887,789
	3,375,000	CA Enterprise Devel. Authority (Sunpower Corp.)¹		8.500			04/01/2031		3,602,408
	2,500,000	CA GO¹		5.000			09/01/2032		2,782,550
	4,335,000	CA Golden State Tobacco Securitization Corp.¹		5.000			06/01/2036		3,121,027
	75,970,000	CA Golden State Tobacco Securitization Corp. (TASC)¹		0.000	⁵		06/01/2037		52,012,101
	19,135,000	CA Golden State Tobacco Securitization Corp. (TASC)¹		4.500			06/01/2027		15,688,212
	364,000,000	CA Golden State Tobacco Securitization Corp. (TASC)		5.982	⁴		06/01/2047		15,553,720
	110,000,000	CA Golden State Tobacco Securitization Corp. (TASC)		6.000	⁴		06/01/2047		1,898,600
	20,000,000	CA Health Facilities Financing Authority (SJHS/SJHCN/SJHE/SJHO Obligated Group)²		5.750			07/01/2039		21,977,200
	20,000,000	CA Health Facilities Financing Authority (Sutter Health/California Pacific Medical Center)²		5.250			11/15/2046		20,866,767
	25,000	CA HFA (Home Mtg.)¹		5.450			08/01/2033		25,324
	590,000	CA Independent Cities Lease Finance Authority (Morgan Hill-Hacienda Valley)¹		5.950			11/15/2039		592,791
	15,000,000	CA M-S-R Energy Authority¹		7.000			11/01/2034		19,190,700
	250,000	CA Municipal Finance Authority (Harbor Regional Center)¹		8.500			11/01/2039		287,245
	8,750,000	CA Public Works¹		6.625			11/01/2034		10,282,913
	2,500,000	CA Public Works (Judicial Council)¹		5.000			12/01/2031		2,706,750
	15,000,000	CA Public Works (Regents University)¹		5.000			12/01/2031		16,997,850
	2,500,000	CA Public Works (Various Community Colleges)¹		5.750			10/01/2030		2,840,150
	7,000,000	CA Silicon Valley Tobacco Securitization Authority		9.800	⁴		06/01/2036		820,820
	2,000,000	CA Statewide CDA (Aspire Public Schools)¹		6.000			07/01/2040		2,075,400
	1,605,000	Chino, CA Community Facilities District Special Tax No. 2005-1¹		5.000			09/01/2027		1,497,770
	4,990,000	Chino, CA Community Facilities District Special Tax No. 2005-1¹		5.000			09/01/2036		4,278,376
	200,000	Chino, CA Community Facilities District Special Tax No. 2009-19-1¹		6.500			09/01/2029		206,106

18 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

California Continued
$	500,000	Chino, CA Community Facilities District Special Tax No. 2009-19-1¹		6.750	%		09/01/2040	$	515,225
	2,000,000	Corona-Norco, CA Unified School District Public Financing Authority Special Tax¹		5.000			09/01/2036		1,801,340
	560,000	Coyote Canyon, CA Public Facilities Community Facilities District No. 2004-1¹		6.625			09/01/2039		589,389
	1,000,000	Davis, CA Special Tax Community Facilities District No. 2007-2¹		5.200			09/01/2027		901,860
	2,000,000	Davis, CA Special Tax Community Facilities District No. 2007-2¹		5.250			09/01/2037		1,659,940
	20,000,000	East Bay, CA Municipal Utility District (Water System)²		5.000			06/01/2036		23,096,600
	970,000	Elk Grove, CA Special Tax Community Facilities District No. 2005-1X¹		5.250			09/01/2037		677,332
	2,700,000	Foothill, CA De Anza Community College District¹		5.000			08/01/2036		3,035,394
	420,000	Hemet, CA Unified School District¹		5.050			09/01/2026		413,595
	250,000	Hemet, CA Unified School District¹		5.125			09/01/2036		229,250
	500,000	Hemet, CA Unified School District Community Facilities District No. 2005-3¹		5.750			09/01/2039		453,935
	120,000,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		6.750	⁴		06/01/2047		2,817,600
	360,655,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		7.000	⁴		06/01/2057		2,867,207
	345,750,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		8.001	⁴		06/01/2057		2,748,713
	1,000,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 4¹		5.700			09/01/2034		1,005,320
	175,000	Jurupa, CA Public Financing Authority¹		6.000			09/01/2028		180,327
	155,000	Jurupa, CA Public Financing Authority¹		6.000			09/01/2029		159,706
	135,000	Jurupa, CA Public Financing Authority¹		6.000			09/01/2030		139,092
	150,000	Jurupa, CA Public Financing Authority¹		6.000			09/01/2031		154,536
	205,000	Jurupa, CA Public Financing Authority¹		6.000			09/01/2032		211,191
	25,000	Lake Elsinore, CA Public Financing Authority¹		6.375			10/01/2033		25,635
	1,270,000	Lake Elsinore, CA Special Tax¹		5.150			09/01/2025		1,297,102
	1,245,000	Lake Elsinore, CA Special Tax¹		5.250			09/01/2030		1,252,719
	2,450,000	Lake Elsinore, CA Special Tax¹		5.250			09/01/2035		2,414,034
	200,000	Lake Elsinore, CA Special Tax¹		5.350			09/01/2036		190,742
	650,000	Lake Elsinore, CA Unified School District Community Facilities District No. 04-3¹		5.250			09/01/2029		618,443
	1,000,000	Lancaster, CA Financing Authority (School District)¹		5.000			02/01/2026		692,900
	3,950,000	Loma Linda, CA Redevel. Agency Tax Allocation¹		5.250			07/01/2030		4,004,629
	680,000	Los Angeles, CA Community Facilities District Special Tax (Legends at Cascades)¹		5.750			09/01/2040		691,472

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)		7.125	%		12/01/2024	$	1,941,192
	2,000,000	Los Angeles, CA Unified School District¹		5.200			07/01/2029		2,306,380
	1,250,000	Lynwood, CA Redevel. Agency Tax Allocation¹		7.000			09/01/2031		1,448,775
	2,930,000	Marysville, CA (Fremont-Rideout Health)¹		5.000			01/01/2029		3,072,720
	365,000	Menifee, CA Union School District Special Tax Community Facilities District No. 2006-3¹		5.000			09/01/2037		317,984
	2,500,000	Modesto, CA Special Tax Community Facilities District No. 4¹		5.150			09/01/2036		2,282,300
	5,000,000	Moreno Valley, CA Community Redevel. Agency¹		5.000			08/01/2032		5,051,450
	630,000	Moreno Valley, CA Unified School District Community Facilities District Special Tax¹		5.000			09/01/2037		560,895
	660,000	Moreno Valley, CA Unified School District Community Facilities District Special Tax No. 2004-3¹		5.000			09/01/2027		609,464
	1,250,000	Moreno Valley, CA Unified School District Community Facilities District Special Tax No. 2004-3¹		5.000			09/01/2037		1,053,113
	20,000,000	Northern CA Tobacco Securitization Authority (TASC)¹		5.500			06/01/2045		13,561,400
	1,000,000	Novato, CA Redevel. Agency (Hamilton Field Redevel.)¹		6.750			09/01/2040		1,135,170
	5,000,000	Oakland, CA GO¹		5.000			01/15/2031		5,558,050
	3,250,000	Oakland, CA GO¹		6.000			01/15/2034		3,714,295
	955,000	Orange, CA Community Facilities District Special Tax (Del Rio Public Improvements)¹		5.750			10/01/2030		984,233
	7,000,000	Palomar Pomerado, CA Health Care District COP¹		6.625			11/01/2029		7,605,640
	1,000,000	Palomar Pomerado, CA Health Care District COP¹		6.750			11/01/2039		1,071,520
	365,000	Perris, CA Community Facilities District Special Tax¹		5.300			09/01/2035		345,900
	555,000	Perris, CA Community Facilities District Special Tax No. 2001¹		5.000			09/01/2026		540,409
	1,550,000	Perris, CA Community Facilities District Special Tax No. 2001¹		5.000			09/01/2037		1,379,981
	645,000	Perris, CA Community Facilities District Special Tax No. 2005-1¹		5.000			09/01/2037		558,138
	1,260,000	Rialto, CA Special Tax Community Facilities District No. 2006-1¹		5.350			09/01/2036		1,122,496
	500,000	Riverside, CA Unified School District Special Tax Community Facilities District No. 15¹		5.600			09/01/2034		502,330
	1,000,000	Romoland, CA School District Special Tax Community Facilities District¹		5.400			09/01/2036		954,440
	1,000,000	Roseville, CA Natural Gas Finance Authority¹		5.000			02/15/2025		1,035,410
	345,000	San Bernardino, CA Special Tax Community Facilities District No. 2006-1 (Lytle Creek)¹		5.625			09/01/2035		347,784
	350,000	San Bernardino, CA Special Tax Community Facilities District No. 2006-1 (Lytle Creek)¹		5.750			09/01/2040		353,521

20 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

California Continued
$	20,390,000	San Diego, CA Unified School District¹		0.000	%⁵		07/01/2048	$	7,768,386
	22,550,000	San Diego, CA Unified School District		5.990	⁴		07/01/2039		5,571,429
	15,985,000	San Diego, CA Unified School District		5.990	⁴		07/01/2040		3,721,947
	10,720,000	San Francisco, CA City & County COP¹		5.000			10/01/2033		11,469,650
	250,000	San Francisco, CA City & County Redevel. Financing Authority (Mission Bay North Redevel.)¹		6.750			08/01/2041		281,958
	400,000	San Francisco, CA City & County Redevel. Financing Authority (Mission Bay North Redevel.)¹		7.000			08/01/2041		450,312
	5,000,000	San Gorgonio, CA Memorial Health Care District¹		5.625			08/01/2038		5,143,800
	1,620,000	San Gorgonio, CA Memorial Health Care District¹		7.000			08/01/2027		1,867,747
	2,050,000	San Jose, CA Airport¹		5.000			03/01/2033		2,129,520
	2,210,000	Santa Clara, CA Redevel. Agency Tax Allocation (Bayshore North)¹		5.750			06/01/2026		2,435,133
	7,000,000	Santa Rosa, CA Rancheria Tachi Yokut Tribe Enterprise¹		6.625			03/01/2018		7,237,650
	52,555,000	Silicon Valley CA Tobacco Securitization Authority		9.140	⁴		06/01/2047		2,201,003
	32,445,000	Southern CA Tobacco Securitization Authority¹		5.125			06/01/2046		22,217,363
	13,675,000	Southern CA Tobacco Securitization Authority		6.400	⁴		06/01/2046		339,961
	47,250,000	Southern CA Tobacco Securitization Authority		7.100	⁴		06/01/2046		1,082,970
	11,930,000	Southern CA Tobacco Securitization Authority (TASC)¹		5.000			06/01/2037		8,541,880
	235,000	Temecula Valley, CA Unified School District Community Facilities District No. 2004¹		5.000			09/01/2037		219,873
	2,000,000	Temecula, CA Public Financing Authority Community Facilities District (Roripaugh)¹		5.450			09/01/2026		1,415,220
	1,000,000	Temecula, CA Public Financing Authority Community Facilities District (Roripaugh)¹		5.500			09/01/2036		658,030
	10,500,000	University of California (Regents Medical Center)²		5.000			05/15/2037		11,244,660
	3,000,000	Val Verde, CA Unified School District¹		5.500			08/01/2030		3,304,920
	5,000,000	Vernon, CA Electric System¹		5.500			08/01/2041		5,169,250
	100,000	Victor Valley, CA Union High School District¹		5.050			09/01/2025		93,637
	1,160,000	Victor Valley, CA Union High School District¹		5.100			09/01/2035		949,727
	2,025,000	Westside, CA Union School District Community Facilities District Special Tax No. 2005-2¹		5.000			09/01/2036		1,823,857

									489,901,594
Colorado—1.9%
	500,000	Arkansas River, CO Power Authority¹		6.000			10/01/2040		518,120
	750,000	Arkansas River, CO Power Authority¹		6.125			10/01/2040		795,428
	35,000	CO Andonea Metropolitan District No. 2¹		6.125			12/01/2025		31,508
	1,000,000	CO Andonea Metropolitan District No. 3¹		6.250			12/01/2035		823,960
	2,800,000	CO Arista Metropolitan District¹		6.750			12/01/2035		2,208,052
	4,225,000	CO Broomfield Village Metropolitan District No. 2¹		6.250			12/01/2032		3,720,493
	925,000	CO Central Marksheffel Metropolitan District¹		7.250			12/01/2029		937,950

21 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Colorado Continued
$	500,000	CO Copperleaf Metropolitan District No. 2¹		5.850	%		12/01/2026	$	373,605
	625,000	CO Copperleaf Metropolitan District No. 2¹		5.950			12/01/2036		424,206
	294,000	CO Crystal Crossing Metropolitan District¹		6.000			12/01/2036		220,844
	10,000	CO Deer Creek Metropolitan District¹		5.000			12/01/2026		10,014
	125,000	CO E-470 Public Highway Authority		6.814	⁴		09/01/2025		60,016
	495,000	CO Educational and Cultural Facilities Authority (Carbon Valley Academy Charter School)		5.625			12/01/2036		357,781
	1,500,000	CO Educational and Cultural Facilities Authority (Free Horizon Charter School)¹		6.125			06/15/2040		1,676,700
	4,480,000	CO Educational and Cultural Facilities Authority (Rocky Mountain Academy of Evergreen)¹		6.450			11/01/2040		4,898,880
	500,000	CO Elbert and Highway 86 Metropolitan District¹		5.750			12/01/2036		354,750
	1,000,000	CO Elkhorn Ranch Metropolitan District		6.375			12/01/2035		861,050
	500,000	CO Fallbrook Metropolitan District¹		5.625			12/01/2026		423,220
	750,000	CO Fossil Ridge Metropolitan District No. 1¹		7.250			12/01/2040		772,538
	10,000	CO Health Facilities Authority (Denver Options)¹		5.375			02/01/2022		9,083
	30,000	CO Health Facilities Authority (Denver Options)¹		5.625			02/01/2032		25,610
	10,000	CO Health Facilities Authority (National Jewish Medical & Research Center)¹		5.375			01/01/2023		10,008
	500,000	CO Heritage Todd Creek Metropolitan District¹		5.500			12/01/2037		373,810
	500,000	CO High Plains Metropolitan District¹		6.250			12/01/2035		411,980
	233,000	CO Horse Creek Metropolitan District¹		5.750			12/01/2036		181,311
	485,000	CO Huntington Trails Metropolitan District¹		6.250			12/01/2036		491,189
	439,000	CO International Center Metropolitan District No. 3¹		6.500			12/01/2035		353,610
	500,000	CO Liberty Ranch Metropolitan District		6.250			12/01/2036		410,750
	625,000	CO Madre Metropolitan District No. 2¹		5.500			12/01/2036		410,363
	2,770,000	CO Murphy Creek Metropolitan District No. 3⁶		6.000			12/01/2026		1,376,662
	2,850,000	CO Murphy Creek Metropolitan District No. 3⁶		6.125			12/01/2035		1,401,516
	2,330,000	CO North Pines Metropolitan District¹		6.750			12/01/2036		2,040,008
	1,945,000	CO North Range Metropolitan District No. 1¹		5.000			12/15/2024		1,628,101
	1,250,000	CO North Range Metropolitan District No. 2¹		5.500			12/15/2018		1,244,975
	500,000	CO North Range Metropolitan District No. 2¹		5.500			12/15/2037		451,575
	1,000,000	CO Northwest Metropolitan District No. 3¹		6.125			12/01/2025		943,400
	1,875,000	CO Northwest Metropolitan District No. 3¹		6.250			12/01/2035		1,710,844
	750,000	CO Potomac Farms Metropolitan District¹		7.250			12/01/2037		595,508
	125,000	CO Potomac Farms Metropolitan District¹		7.625			12/01/2023		125,808
	450,000	CO Prairie Center Metropolitan District No. 3¹		5.250			12/15/2021		420,012
	800,000	CO Prairie Center Metropolitan District No. 3¹		5.400			12/15/2031		685,040
	736,000	CO Regency Metropolitan District¹		5.750			12/01/2036		581,447
	10,000	CO Ridges Metropolitan District Mesa County¹		6.100			10/15/2013		10,032

22 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Colorado Continued
$	1,000,000	CO Serenity Ridge Metropolitan District No. 2⁶		7.500	%		12/01/2034	$	480,710
	373,000	CO Silver Peaks Metropolitan District¹		5.750			12/01/2036		286,263
	1,000,000	CO Sorrell Ranch Metropolitan District³		6.750			12/15/2036		956,060
	540,000	CO Tallyns Reach Metropolitan District No. 3¹		5.100			12/01/2026		542,025
	500,000	CO Traditions Metropolitan District No. 2¹		5.750			12/01/2036		451,205
	1,092,000	CO Wheatlands Metropolitan District¹		6.000			12/01/2025		971,268
	500,000	CO Wheatlands Metropolitan District¹		6.125			12/01/2035		412,215
	250,000	CO Woodmen Heights Metropolitan District No. 1⁶		6.750			12/01/2020		136,268
	4,500,000	CO Woodmen Heights Metropolitan District No. 1⁶		7.000			12/01/2030		2,354,175
	175,000	Fairplay, CO Sanitation District¹		5.250			12/15/2031		150,511
	180,000	Jefferson County, CO (Section 14 Metropolitan District)¹		5.000			12/01/2018		195,739
	2,570,000	Loveland, CO Special Assessment¹		5.625			07/01/2029		2,096,940
	25,000	Public Authority for CO (Natural Gas Energy)		6.250			11/15/2028		28,867
	500,000	Tabernash Meadows, CO Water & Sanitation District¹		7.125			12/01/2034		543,900

									44,967,903
Connecticut—0.2%
	75,000	CT Devel. Authority (Church Homes)¹		5.800			04/01/2021		75,120
	785,000	CT H&EFA (Bridgeport Hospital)¹		6.625			07/01/2018		791,092
	25,000	CT H&EFA (Bridgeport Hospital/Bridgeport Hospital Foundation Obligated Group)¹		5.250			07/01/2015		25,059
	10,000	CT H&EFA (DKH)¹		5.375			07/01/2016		10,033
	220,000	CT H&EFA (DKH/CHHC/HNE Obligated Group)¹		5.375			07/01/2026		220,392
	500,000	Georgetown, CT Special Taxing District⁶		5.125			10/01/2036		252,055
	10,150,000	Mashantucket, CT Western Pequot Tribe, Series B⁶		5.750			09/01/2027		3,749,918

									5,123,669
Delaware—0.3%
	3,883,000	Bridgeville, DE Special Obligation (Heritage Shores)¹		5.450			07/01/2035		2,927,937
	1,000,000	Kent County, DE Student Hsg. (Delaware State University Student Hsg. Foundation)¹		5.000			07/01/2025		823,940
	630,000	Kent County, DE Student Hsg. (Delaware State University Student Hsg. Foundation)¹		5.000			07/01/2030		490,316
	2,310,000	Millsboro, DE Special Obligation (Plantation Lakes)¹		5.450			07/01/2036		1,795,794

									6,037,987
District of Columbia—0.6%
	2,000,000	District of Columbia Center for Strategic & International Studies¹		6.375			03/01/2031		2,087,940
	2,100,000	District of Columbia Center for Strategic & International Studies¹		6.625			03/01/2041		2,229,990
	825,000	District of Columbia Tobacco Settlement Financing Corp.¹		6.750			05/15/2040		834,727

23 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

District of Columbia Continued
$	72,125,000	District of Columbia Tobacco Settlement Financing Corp. (TASC)		6.375	%⁴		06/15/2046	$	2,403,205
	400,000	District of Columbia University (Gallaudet University)¹		5.500			04/01/2034		446,132
	6,500,000	Metropolitan Washington D.C. Airport Authority (Dulles Toll Road)		1.060	⁴		10/01/2041		5,919,810

									13,921,804
Florida—13.9%
	770,000	Aberdeen, FL Community Devel. District³		5.250			11/01/2015		401,486
	670,000	Aberdeen, FL Community Devel. District³		5.500			05/01/2036		339,248
	100,000	Alachua County, FL Health Facilities Authority (Shands Teaching Hospital & Clinics/Shands at Lake Shore Obligated Group)¹		6.750			12/01/2030		115,873
	2,000,000	Amelia Concourse, FL Community Devel. District³		5.750			05/01/2038		778,400
	1,120,000	Arlington Ridge, FL Community Devel. District		5.500			05/01/2036		443,531
	105,000	Atlantic Beach, FL Health Care Facilities (Fleet Landing)¹		6.000			10/01/2029		100,605
	1,295,000	Avelar Creek, FL Community Devel. District¹		5.375			05/01/2036		1,158,766
	435,000	Avignon Villages, FL Community Devel. District³		5.300			05/01/2014		108,711
	250,000	Avignon Villages, FL Community Devel. District³		5.400			05/01/2037		62,478
	1,570,000	Bainebridge, FL Community Devel. District⁶		5.500			05/01/2038		936,364
	65,000	Baker County, FL Hospital Authority¹		5.300			12/01/2023		57,328
	1,740,000	Bay Laurel Center, FL Community Devel. District¹		5.450			05/01/2037		1,574,387
	1,460,000	Baywinds, FL Community Devel. District¹		5.250			05/01/2037		755,287
	50,000	Boynton Beach, FL Multifamily Hsg. (Clipper Cove Apartments)¹		5.300			01/01/2023		42,594
	1,925,000	Boynton Village, FL Community Devel. District Special Assessment³		6.000			05/01/2038		1,618,482
	2,450,000	Brevard County, FL Industrial Devel. Revenue (Tuff Florida Tech)¹		6.500			11/01/2029		2,585,265
	11,000,000	Brevard County, FL Industrial Devel. Revenue (Tuff Florida Tech)¹		6.750			11/01/2039		11,626,010
	25,000	Broward County, FL Educational Facilities Authority (Nova Southeastern University)¹		5.625			04/01/2034		25,413
	200,000	Cape Coral, FL Health Facilities Authority (Gulf Care)¹		5.625			10/01/2027		199,714
	380,000	Cape Coral, FL Health Facilities Authority (Gulf Care)¹		6.000			10/01/2025		380,418
	1,280,000	Cascades, FL Groveland Community Devel. District¹		5.300			05/01/2036		949,197
	3,400,000	Chapel Creek, FL Community Devel. District Special Assessment³		5.500			05/01/2038		1,428,272
	1,675,000	Clearwater Cay, FL Community Devel. District³		5.500			05/01/2037		638,192
	1,245,000	Connerton West, FL Community Devel. District³		5.125			05/01/2016		485,562
	1,415,000	Copperstone, FL Community Devel. District¹		5.200			05/01/2038		1,091,333
	4,365,000	Creekside, FL Community Devel. District³		5.200			05/01/2038		1,833,344
	875,000	Crosscreek, FL Community Devel. District³		5.500			05/01/2017		376,521

24 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	415,000	Crosscreek, FL Community Devel. District³		5.600	%		05/01/2039	$	178,579
	5,620,000	Cypress Creek of Hillsborough County, FL Community Devel. District¹		5.350			05/01/2037		2,767,063
	955,000	Dade County, FL IDA (Miami Cerebral Palsy Residence)¹		8.000			06/01/2022		950,540
	10,000	Dania, FL Sales Tax¹		5.000			10/01/2025		10,010
	25,000	Destin, FL Community Redevel. Agency (Town Center Area)¹		5.300			05/01/2027		22,300
	1,735,000	Dupree Lakes, FL Community Devel. District¹		5.375			05/01/2037		1,498,086
	835,000	Durbin Crossing, FL Community Devel. District Special Assessment³		5.250			11/01/2015		656,920
	265,000	East Homestead FL Community Devel. District¹		7.250			05/01/2021		278,995
	2,400,000	East Homestead, FL Community Devel. District¹		5.375			05/01/2036		1,794,792
	1,290,000	East Homestead, FL Community Devel. District¹		5.450			05/01/2036		1,190,541
	25,000	Enterprise, FL Community Devel. District¹		5.700			05/01/2029		25,078
	630,000	Escambia County, FL Health Facilities Authority¹		5.950			07/01/2020		655,055
	2,345,000	Escambia County, FL Health Facilities Authority (Baptist Manor/Baptist Hospital Obligated Group)¹		6.000			08/15/2036		2,512,199
	10,000	Escambia County, FL Utilities Authority¹		6.250			01/01/2015		10,761
	7,470,000	Fiddler’s Creek, FL Community Devel. District No. 2³		6.000			05/01/2038		3,623,025
	2,550,000	FL Capital Trust Agency (American Opportunity)⁶		5.875			06/01/2038		1,453,679
	5,665,000	FL Capital Trust Agency (Atlantic Hsg. Foundation)³		7.000			07/15/2032		2,549,250
	1,875,000	FL Capital Trust Agency (Atlantic Hsg. Foundation)³		8.260			07/15/2038		843,750
	750,000	FL Capital Trust Agency (Miami Community Charter School)¹		7.000			10/15/2040		732,675
	10,440,000	FL COP (Dept. of Management Services)²		5.250			08/01/2028		11,794,903
	15,000	FL Correctional Private Commission (350 Bed Youthful) COP¹		5.000			08/01/2017		15,231
	225,000	FL Gateway Services Community Devel. District (Sun City Center)¹		6.500			05/01/2033		225,063
	1,250,000	FL Higher Educational Facilities Financial Authority (Bethune-Cookman University)¹		5.375			07/01/2032		1,375,038
	1,100,000	FL Lake Ashton II Community Devel. District⁶		5.375			05/01/2036		876,502
	1,000,000	FL New Port Tampa Bay Community Devel. District³		5.300			11/01/2012		201,510
	7,220,000	FL New Port Tampa Bay Community Devel. District³		5.875			05/01/2038		1,454,902
	500,000	FL Parker Road Community Devel. District		5.350			05/01/2015		255,035
	475,000	FL Parker Road Community Devel. District		5.600			05/01/2038		242,283
	950,000	FL Principal One Community Devel. District¹		5.650			05/01/2035		939,009
	3,935,000	Flora Ridge, FL Educational Facilities Benefit District¹		5.300			05/01/2037		3,268,057
	1,875,000	Fontainbleau Lakes, FL Community Devel. District³		6.000			05/01/2015		1,351,706
	890,000	Fontainbleau Lakes, FL Community Devel. District³		6.000			05/01/2038		641,610
	466,868	Forest Creek, FL Community Devel. District⁶		5.450			05/01/2036		299,795

25 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESMENS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	150,000	Forest Creek, FL Community Devel. District¹		5.450	%		05/01/2036	$	141,153
	3,580,000	Greater Lakes/Sawgrass Bay, FL Community Devel. District³		5.500			05/01/2038		1,543,374
	16,000,000	Greater Orlando, FL Aviation Authority²		5.000			10/01/2032		17,510,720
	1,280,000	Harrison Ranch, FL Community Devel. District¹		5.300			05/01/2038		1,174,810
	195,000	Heritage Isles, FL Community Devel. District³		7.100			10/01/2023		36,758
	1,215,000	Heritage Plantation, FL Community Devel. District⁶		5.400			05/01/2037		486,863
	10,000	Hialeah, FL Hsg. Authority¹		5.800			06/20/2033		10,212
	310,000	Highland Meadows, FL Community Devel. District Special Assessment, Series A³		5.500			05/01/2036		122,577
	3,820,000	Highlands, FL Community Devel. District³		5.550			05/01/2036		2,306,478
	515,000	Highlands, FL Community Devel. District¹		7.090			05/01/2020		257,763
	745,000	Hillsborough County, FL IDA (Senior Care Group)¹		6.750			07/01/2029		744,888
	25,000	Hillsborough County, FL IDA (Tampa General Hospital)¹		5.400			10/01/2028		25,421
	855,000	Indigo, FL Community Devel. District		5.750			05/01/2036		477,714
	35,000	Jacksonville, FL Health Facilities Authority (Daughters of Charity Health Services of Austin)¹		5.250			08/15/2027		35,140
	25,000	Jacksonville, FL Sales Tax¹		5.000			10/01/2030		25,021
	250,000	Lakeside Landings, FL Devel. District³		5.500			05/01/2038		102,628
	4,830,000	Lakewood Ranch, FL Stewardship District¹		5.500			05/01/2036		3,410,173
	3,810,000	Lakewood Ranch, FL Stewardship District (Country Club East Investors)¹		5.400			05/01/2037		2,847,099
	4,500,000	Lee County, FL IDA (Cypress Cove Healthpark)¹		6.750			10/01/2032		3,355,650
	500,000	Legends Bay, FL Community Devel. District		5.500			05/01/2014		414,720
	500,000	Legends Bay, FL Community Devel. District		5.875			05/01/2038		346,020
	1,975,000	Lucaya, FL Community Devel. District¹		5.375			05/01/2035		1,678,849
	530,000	Madison County, FL Mtg. (Twin Oaks)¹		6.000			07/01/2025		495,773
	1,775,000	Magnolia Creek, FL Community Devel. District³		5.900			05/01/2039		710,195
	1,425,000	Magnolia West, FL Community Devel. District Special Assessment³		5.350			05/01/2037		785,047
	8,805,000	Meadow Pines, FL Community Devel. District Special Assessment¹		6.250			05/01/2034		8,000,223
	50,000	Miami, FL Health Facilities Authority (Catholic Health East)¹		5.250			11/15/2028		51,209
	1,000,000	Miami-Dade County, FL Aviation (Miami International Airport)¹		5.500			10/01/2029		1,138,330
	7,025,000	Miromar Lakes, FL Community Devel. District¹		6.875			05/01/2035		6,454,219
	3,300,000	Miromar Lakes, FL Community Devel. District¹		7.375			05/01/2032		3,216,675
	3,730,000	Monterey/Congress, FL Community Devel. District Special Assessment¹		5.375			05/01/2036		3,137,228
	9,215,000	Moody River, FL Estates Community Devel. District¹		5.350			05/01/2036		6,002,467
	10,655,000	Myrtle Creek, FL Improvement District Special Assessment¹		5.200			05/01/2037		8,731,240

26 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	580,000	Naturewalk, FL Community Devel. District⁶		5.300	%		05/01/2016	$	290,644
	485,000	Naturewalk, FL Community Devel. District³		5.500			05/01/2038		243,038
	460,000	Oak Creek, FL Community Devel. District Special Assessment¹		5.800			05/01/2035		431,006
	7,195,000	Oakland, FL Charter School¹		6.950			12/01/2032		7,030,954
	1,345,000	Oakmont Grove, FL Community Devel. District Special Assessment³		5.250			05/01/2012		470,763
	500,000	Oakmont Grove, FL Community Devel. District Special Assessment³		5.400			05/01/2038		175,005
	300,000	Orange County, FL Health Facilities Authority (GF Orlando/CFGH Obligated Group)¹		8.875			07/01/2021		301,317
	800,000	Orange County, FL Health Facilities Authority (GF Orlando/CFGH Obligated Group)¹		9.000			07/01/2031		802,712
	250,000	Orange County, FL Health Facilities Authority (Orlando Lutheran Tower)¹		5.500			07/01/2032		223,238
	10,000,000	Orange County, FL School Board COP²		5.500			08/01/2034		11,152,200
	450,000	Palace Coral Gables, FL Community Devel. District Special Assessment¹		5.000			05/01/2032		500,112
	1,000,000	Palace Coral Gables, FL Community Devel. District Special Assessment¹		5.625			05/01/2042		1,131,430
	1,250,000	Palm Bay, FL Educational Facilities (Patriot Charter School)³		7.000			07/01/2036		337,563
	50,000	Palm Beach County Plantation, FL Community Devel. District Special Assessment¹		6.250			05/01/2034		51,801
	125,000	Palm Beach County, FL Health Facilities Authority (Boca Raton Community Hospital)¹		5.500			12/01/2021		125,860
	25,000	Palm Beach County, FL Health Facilities Authority (Boca Raton Community Hospital)¹		5.625			12/01/2031		25,065
	2,005,000	Palm Coast Park, FL Community Devel. District Special Assessment¹		5.700			05/01/2037		1,294,428
	2,300,000	Palm Glades, FL Community Devel. District¹		5.300			05/01/2036		1,892,647
	1,065,000	Palm Glades, FL Community Devel. District Special Assessment¹		7.250			08/01/2016		1,025,819
	460,000	Palm River, FL Community Devel. District³		5.150			05/01/2013		183,223
	510,000	Palm River, FL Community Devel. District³		5.375			05/01/2036		203,138
	4,425,000	Palma Sola Trace, FL Community Devel. District¹		5.750			05/01/2035		4,094,054
	2,395,000	Parkway Center, FL Community Devel. District, Series A¹		6.125			05/01/2024		2,160,362
	2,205,000	Parkway Center, FL Community Devel. District, Series A¹		6.300			05/01/2034		1,845,761
	1,400,000	Pine Ridge Plantation, FL Community Devel. District³		5.400			05/01/2037		916,020
	1,400,000	Pinellas County, FL Health Facility Authority (St. Mark Village)¹		5.650			05/01/2037		1,212,848
	425,000	Poinciana West, FL Community Devel. District Special Assessment¹		6.000			05/01/2037		401,923
	190,000	Port St. Lucie, FL Special Assessment (Peacock & Lowry)¹		5.350			07/01/2027		168,236

27 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	640,000	Portico, FL Community Devel. District¹		5.450	%		05/01/2037	$	306,650
	2,670,000	Portofino Cove, FL Community Devel. District Special Assessment³		5.250			05/01/2012		1,058,415
	490,000	Portofino Cove, FL Community Devel. District Special Assessment³		5.500			05/01/2038		194,241
	285,000	Portofino Landings, FL Community Devel. District Special Assessment³		5.200			05/01/2017		112,977
	980,000	Portofino Landings, FL Community Devel. District Special Assessment³		5.400			05/01/2038		388,482
	15,320,000	Quarry, FL Community Devel. District¹		5.500			05/01/2036		13,080,676
	10,655,000	Renaissance Commons, FL Community Devel. District, Series A¹		5.600			05/01/2036		9,281,251
	1,710,000	Reunion East, FL Community Devel. District⁶		5.800			05/01/2036		839,405
	1,850,000	Reunion East, FL Community Devel. District⁶		7.375			05/01/2033		908,017
	4,175,000	Reunion East, FL Community Devel. District¹		7.375			05/01/2033		4,154,209
	1,455,000	Ridgewood Trails, FL Community Devel. District⁶		5.650			05/01/2038		758,433
	2,500,000	River Glen, FL Community Devel. District Special Assessment³		5.450			05/01/2038		997,025
	150,000	Rolling Hills, FL Community Devel. District³		5.450			05/01/2037		75,137
	400,000	Santa Rosa Bay, FL Bridge Authority		6.250			07/01/2028		193,996
	4,535,000	Sarasota County, FL Educational Facilities (School of Arts & Sciences)¹		6.500			07/01/2040		4,596,177
	3,445,000	Sarasota County, FL Educational Facilities (School of Arts & Sciences)¹		6.750			07/01/2030		3,603,160
	23,750,000	Sarasota, FL National Community Devel. District Special Assessment³		5.300			05/01/2039		8,314,875
	2,875,000	Six Mile Creek, FL Community Devel. District⁶		5.875			05/01/2038		935,554
	1,985,000	South Bay, FL Community Devel. District³		5.125			11/01/2009		636,411
	3,750,000	South Bay, FL Community Devel. District³		5.375			05/01/2013		817,913
	5,400,000	South Bay, FL Community Devel. District³		5.950			05/01/2036		1,731,294
	2,240,000	St. John’s Forest, FL Community Devel. District, Series A¹		6.125			05/01/2034		2,164,602
	1,500,000	St. Johns County, FL IDA (Presbyterian Retirement)¹		6.000			08/01/2045		1,607,670
	400,000	St. Johns County, FL IDA (St. John’s County Welfare Federation)¹		5.250			10/01/2041		302,564
	805,000	Stonegate, FL Community Devel. District¹		6.000			05/01/2024		818,661
	995,000	Stonegate, FL Community Devel. District¹		6.125			05/01/2034		1,007,865
	1,900,000	Sweetwater Creek, FL Community Devel. District³		5.500			05/01/2038		665,190
	105,000	Tavares, FL Water & Sewer¹		5.500			10/01/2030		105,167
	6,020,000	Tern Bay, FL Community Devel. District³		5.000			05/01/2015		1,493,020
	500,000	Tern Bay, FL Community Devel. District³		5.375			05/01/2037		124,005
	4,665,000	Town Center, FL at Palm Coast Community Devel. District¹		6.000			05/01/2036		3,385,484

28 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	230,000	Turnbull Creek, FL Community Devel. District Special Assessment¹		5.250	%		05/01/2037	$	158,468
	8,965,000	Turnbull Creek, FL Community Devel. District Special Assessment¹		5.800			05/01/2035		7,597,210
	8,840,000	Two Creeks, FL Community Devel. District¹		5.250			05/01/2037		6,154,496
	5,550,000	Verandah East, FL Community Devel. District¹		5.400			05/01/2037		3,203,571
	4,290,000	Verandah, FL Community Devel District¹		5.250			05/01/2036		3,548,903
	1,035,000	Verano Center, FL Community Devel. District¹		5.375			05/01/2037		638,419
	8,925,000	Verona Walk, FL Community Devel. District¹		5.375			05/01/2037		7,399,361
	1,000,000	Villa Portofino East, FL Community Devel. District¹		5.200			05/01/2037		817,370
	2,565,000	Villa Vizcaya, FL Community Devel. District Special Assessment³		5.350			05/01/2017		1,294,068
	420,000	Villa Vizcaya, FL Community Devel. District Special Assessment³		5.550			05/01/2039		211,886
	1,575,000	Villages of Westport, FL Community Devel. District		5.700			05/01/2035		917,595
	6,680,000	Villagewalk of Bonita Springs, FL Community Devel. District¹		5.150			05/01/2038		5,359,230
	4,860,000	Vista, FL Community Devel. District Special Assessment¹		5.375			05/01/2037		4,174,886
	2,750,000	Volusia County, FL Educational Facility Authority (Embry-Riddle Aeronautical University)¹		5.000			10/15/2029		3,002,780
	1,500,000	Waterford Estates, FL Community Devel. District Special Assessment³		5.125			05/01/2013		447,315
	2,470,000	Waterford Estates, FL Community Devel. District Special Assessment³		5.500			05/01/2037		736,579
	1,235,000	Watergrass, FL Community Devel. District Special Assessment¹		5.125			11/01/2014		861,709
	780,000	Watergrass, FL Community Devel. District Special Assessment¹		5.375			05/01/2039		397,098
	5,755,000	Watergrass, FL Community Devel. District Special Assessment¹		5.500			05/01/2036		3,049,344
	2,521,156	Watergrass, FL Community Devel. District Special Assessment¹		6.960			11/01/2017		2,332,523
	950,000	Waterlefe, FL Community Devel. District Golf Course³		8.125			10/01/2025		33,003
	6,375,000	Waters Edge, FL Community Devel. District¹		5.300			05/01/2036		5,861,303
	805,000	Waters Edge, FL Community Devel. District³		5.350			05/01/2039		355,013
	250,000	Waters Edge, FL Community Devel. District³		5.400			05/01/2039		110,253
	1,785,000	Waterstone, FL Community Devel. District³		5.500			05/01/2018		715,267
	540,000	West Villages, FL Improvement District		5.350			05/01/2015		416,983
	3,950,000	West Villages, FL Improvement District³		5.500			05/01/2037		1,764,900
	3,300,000	West Villages, FL Improvement District		5.500			05/01/2038		1,541,694
	7,350,000	West Villages, FL Improvement District		5.800			05/01/2036		3,723,216
	4,925,000	Westridge, FL Community Devel. District³		5.800			05/01/2037		1,874,012

29 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Florida Continued
$	5,840,000	Westside, FL Community Devel. District³		5.650	%		05/01/2037	$	2,449,588
	5,115,000	World Commerce, FL Community Devel. District Special Assessment¹		6.125			05/01/2035		4,741,912
	2,250,000	Wyld Palms, FL Community Devel. District³		5.400			05/01/2015		697,298
	1,445,000	Wyld Palms, FL Community Devel. District³		5.500			05/01/2038		447,820
	450,000	Zephyr Ridge, FL Community Devel. District³		5.250			05/01/2013		179,105
	990,000	Zephyr Ridge, FL Community Devel. District³		5.625			05/01/2037		394,030

									331,541,261
Georgia—1.8%
	12,990,000	Atlanta, GA Devel. Authority Student Hsg. (Clark Atlanta University)		6.000			07/01/2036		6,755,060
	2,470,000	Atlanta, GA Devel. Authority Student Hsg. (Clark Atlanta University)		6.250			07/01/2036		1,284,449
	5,000	Atlanta, GA HDC (Bedford Tower)¹		6.250			01/01/2015		5,017
	250,000	Atlanta, GA Tax Allocation (Beltline)¹		7.500			01/01/2031		272,728
	1,000,000	Chatham County, GA Hospital Authority (Memorial Health University Medical Center)¹		5.375			01/01/2026		998,500
	250,000	Chatham County, GA Hospital Authority (Memorial Health University Medical Center)¹		5.500			01/01/2034		240,450
	10,000	Clark County, GA Hospital Authority (Athens Regional Medical)¹		5.250			01/01/2029		10,015
	15,000	Dalton, GA Devel. Authority (Hamilton Health Care System)¹		5.000			08/15/2028		15,006
	25,000	Dalton, GA Devel. Authority (Hamilton Health Care System/Hamilton Medical Center Obligated Group)¹		5.375			08/15/2016		25,055
	8,170,000	DeKalb County, GA Devel. Authority Public Purpose¹		5.500			12/10/2023		8,252,844
	10,000	DeKalb County, GA Hsg. Authority (Spring Chase Apartments)¹		5.400			11/01/2030		10,002
	2,000,000	DeKalb County, GA Water & Sewer¹		5.250			10/01/2036		2,254,240
	3,540,000	East Point, GA (Camp Creek), Series B¹		8.000			02/01/2026		3,566,939
	5,275,000	East Point, GA (Camp Creek), Series B¹		8.000			02/01/2026		5,315,143
	3,000,000	Fulton County, GA Residential Care Facilities (Lenbrook Square Foundation)¹		5.125			07/01/2042		2,172,240
	5,000,000	GA Environmental Loan Acquisition Corp. (Local Water Authority)¹		5.125			03/15/2031		5,711,550
	5,000,000	GA Main Street Natural Gas¹		5.500			09/15/2026		5,443,400
	25,000	GA Municipal Electric Authority¹		6.600			01/01/2018		28,460
	125,000	GA Private Colleges & University Authority (Mercer University)¹		5.375			06/01/2031		124,994
	500,000	Savannah, GA EDA (Skidway Health & Living Services)¹		7.400			01/01/2024		502,305
	25,000	Ware County, GA Hospital Authority (Southeast Health Unit)¹		6.625			03/01/2017		25,075

									43,013,472

30 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Idaho—0.2%
$	1,000,000	ID Hsg. & Finance Assoc. (Compass Public Charter School)¹		6.250	%		07/01/2045	$	959,440
	50,000	ID Hsg. Agency (Multifamily Hsg.)¹		6.700			07/01/2024		50,093
	5,360,000	Pocatello, ID Devel. Authority Revenue Allocation Tax Increment, Series A¹		6.000			08/01/2028		4,864,682

									5,874,215
Illinois—12.8%
	500,000	Annawan, IL Tax Increment (Patriot Renewable Fuels)¹		5.625			01/01/2018		419,675
	1,825,000	Bedford Park, IL Tax¹		5.125			12/30/2018		1,775,251
	235,000	Chicago, IL Midway Airport, Series B¹		5.000			01/01/2035		235,141
	5,000,000	Chicago, IL O’Hare International Airport¹		5.625			01/01/2035		5,698,700
	6,000,000	Chicago, IL Park District (Harbor Facilities)²		5.250			01/01/2037		6,645,420
	10,000,000	Chicago, IL Park District (Harbor Facilities)²		5.250			01/01/2040		11,051,800
	2,400,000	Cook County, IL Community School District GO¹		7.125			06/01/2024		2,607,096
	949,000	Cortland, IL Special Tax (Sheaffer System)⁶		5.500			03/01/2017		591,948
	395,000	Country Club Hills, IL GO¹		5.000			12/01/2026		416,820
	410,000	Country Club Hills, IL GO¹		5.000			12/01/2027		430,467
	435,000	Country Club Hills, IL GO¹		5.000			12/01/2028		453,957
	455,000	Country Club Hills, IL GO¹		5.000			12/01/2029		473,632
	475,000	Country Club Hills, IL GO¹		5.000			12/01/2030		492,461
	500,000	Country Club Hills, IL GO¹		5.000			12/01/2031		516,295
	40,000	Country Club Hills, IL GO¹		5.000			12/01/2032		41,220
	168,000	Du Page County, IL Special Service Area No. 31 Special Tax (Monarch Landing)¹		5.400			03/01/2016		167,385
	320,000	Du Page County, IL Special Service Area No. 31 Special Tax (Monarch Landing)¹		5.625			03/01/2036		271,072
	1,250,000	Gilberts, IL Special Service Area No. 19 Special Tax (Conservancy)³		5.375			03/01/2016		564,138
	2,225,000	Harvey, IL GO		5.500			12/01/2027		2,062,775
	1,000,000	Harvey, IL GO		5.625			12/01/2032		906,080
	5,530,000	Harvey, IL Hotel Motel Tax & Sales (Hotel & Conference Center)¹		6.875			08/01/2028		4,433,456
	65,000	IL Devel. Finance Authority (Community Rehabilitation Providers)¹		5.700			07/01/2019		56,587
	1,920,000	IL Finance Authority (Bethel Terrace Apartments)¹		5.125			09/01/2025		1,833,082
	750,000	IL Finance Authority (Franciscan Communities)¹		5.500			05/15/2037		608,355
	1,010,000	IL Finance Authority (Illinois Institute of Technology)¹		5.000			04/01/2026		883,750
	14,660,000	IL Finance Authority (Illinois Institute of Technology)¹		5.000			04/01/2031		12,198,146
	1,000,000	IL Finance Authority (Illinois Institute of Technology)¹		5.000			04/01/2036		802,850
	155,000	IL Finance Authority (Illinois Institute of Technology)¹		6.500			02/01/2023		158,491
	2,215,000	IL Finance Authority (Illinois Institute of Technology)¹		7.125			02/01/2034		2,279,346

31 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Illinois Continued
$	500,000	IL Finance Authority (Luther Oaks)¹		5.700	%		08/15/2028	$	429,875
	500,000	IL Finance Authority (Luther Oaks)¹		6.000			08/15/2039		414,645
	1,000,000	IL Finance Authority (Lutheran Social Services of Illinois/Vesper Management Corp. Obligated Group)¹		5.125			08/15/2028		812,050
	2,108,612	IL Finance Authority (Monarch Landing)^6,8		7.000			12/01/2027		21
	3,584,640	IL Finance Authority (Monarch Landing)^6,8		7.000			12/01/2037		36
	1,750,000	IL Finance Authority (Noble Network Charter Schools)¹		5.000			09/01/2027		1,493,573
	2,000,000	IL Finance Authority (Noble Network Charter Schools)¹		5.000			09/01/2031		1,617,100
	2,745,000	IL Finance Authority (Noble Network Charter Schools)¹		5.000			09/01/2032		2,196,522
	20,000,000	IL Finance Authority (Northwestern Memorial Hospital)²		6.000			08/15/2039		23,037,400
	100,000	IL Finance Authority (Northwestern Memorial Hospital)¹		6.000			08/15/2039		105,585
	5,050,000	IL Finance Authority (OSF Healthcare System)		5.750			11/15/2033		5,506,419
	75,000	IL Finance Authority (OSF Healthcare System)¹		7.125			11/15/2035		81,566
	10,190,000	IL Finance Authority (Provena Health)¹		7.750			08/15/2034		12,414,681
	15,000,000	IL Finance Authority (Resurrection Health Care)²		5.250			05/15/2029		15,702,900
	5,000,000	IL Finance Authority (Resurrection Health)¹		6.125			05/15/2025		5,708,750
	3,250,000	IL Finance Authority (Roosevelt University)¹		5.500			04/01/2032		3,339,310
	2,500,000	IL Finance Authority (Roosevelt University)¹		5.500			04/01/2037		2,554,975
	5,495,000	IL Finance Authority (Roosevelt University)¹		5.750			04/01/2024		5,991,638
	2,615,000	IL Finance Authority (Roosevelt University)¹		6.250			04/01/2029		2,857,358
	28,415,000	IL Finance Authority (Roosevelt University)¹		6.500			04/01/2039		31,038,841
	5,855,000	IL Finance Authority (Roosevelt University)¹		6.500			04/01/2044		6,377,032
	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		11,982,544
	4,765,000	IL Finance Authority (Swedish Covenant Hospital)¹		5.750			08/15/2029		5,318,074
	1,500,000	IL Finance Authority (The New Admiral at the Lake)¹		8.000			05/15/2040		1,517,790
	2,000,000	IL Finance Authority (The New Admiral at the Lake)¹		8.000			05/15/2046		2,023,720
	10,000,000	IL Finance Authority (Trinity Health Corp.)¹		5.000			12/01/2030		10,895,000
	3,000,000	IL Finance Authority Student Hsg. (MJH Education Assistance)³		5.125			06/01/2035		1,800,060
	5,000,000	IL Health Facilities Authority (Covenant Retirement Communities)¹		5.625			12/01/2032		5,025,400
	70,000	IL Health Facilities Authority (EMH/EMHH/EMHS Obligated Group)¹		5.625			01/01/2028		70,769
	35,000	IL Health Facilities Authority (Holy Family Medical Center)¹		5.125			08/15/2022		35,000
	15,000	IL Health Facilities Authority (Northwestern Medical Faculty Foundation)¹		5.125			11/15/2028		15,013

32 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Illinois Continued
$	80,000	IL Health Facilities Authority (Rockford Memorial Hospital/Rockford Memorial Health Services Corp. Obligated Group)¹		5.000	%		08/15/2021	$	78,807
	25,000,000	IL Metropolitan Pier & Exposition Authority (McCormick Place Exposition)²		5.250			06/15/2050		26,410,750
	15,000,000	IL Metropolitan Pier & Exposition Authority (McCormick Place Exposition)²		5.500			06/15/2050		16,215,150
	330,000	IL Metropolitan Pier & Exposition Authority (McCormick Place Exposition)¹		5.500			06/15/2050		356,733
	40,000	Lake County, IL HFC, Series A¹		6.700			11/01/2014		40,159
	4,431,000	Lakemoor Village, IL Special Tax¹		5.000			03/01/2027		4,258,324
	2,725,000	Lincolnshire, IL Special Service Area No. 1 Special Tax (Sedgebrook)¹		6.250			03/01/2034		2,554,742
	500,000	Lombard, IL Public Facilities Corp. (Conference Center & Hotel)		5.500			01/01/2036		303,780
	1,455,000	Manhattan, IL Special Service Area Special Tax (Groebe Farm-Stonegate)³		6.125			03/01/2040		437,097
	480,000	Markham, IL GO¹		5.750			02/01/2028		500,736
	1,185,000	Plano, IL Special Service Area No. 5¹		6.000			03/01/2036		1,065,635
	500,000	Southwestern IL Devel. Authority (Eden Retirement Center)¹		5.850			12/01/2036		346,580
	5,095,000	Southwestern IL Devel. Authority (Local Government Programming)¹		7.000			10/01/2022		5,188,493
	2,025,000	Southwestern IL Devel. Authority (Village of Sauget)¹		5.625			11/01/2026		1,522,091
	30,000	Springfield, IL Water¹		5.400			03/01/2015		30,113
	3,000,000	University of Illinois (Auxiliary Facilities System)¹		5.125			04/01/2036		3,265,110
	12,000,000	University of Illinois (Auxiliary Facilities System)²		5.750			04/01/2038		13,523,520
	1,975,000	Vernon Hills, IL Tax Increment (Town Center)¹		6.250			12/30/2026		1,852,945
	970,000	Volo Village, IL Special Service Area (Lancaster Falls)¹		5.750			03/01/2036		836,780
	3,887,000	Volo Village, IL Special Service Area (Remington Pointe)¹		6.450			03/01/2034		3,668,900
	1,785,000	Yorkville, IL United City Special Services Area Special Tax (Bristol Bay)¹		5.875			03/01/2036		1,704,247
	1,634,000	Yorkville, IL United City Special Services Area Special Tax (Raintree Village II)¹		6.250			03/01/2035		956,151

									304,556,124
Indiana—2.4%
	1,600,000	Anderson, IN Redevel. District¹		6.000			02/01/2026		1,796,192
	1,700,000	Carmel, IN Redevel. District COP¹		6.500			07/15/2035		1,747,498
	6,300,000	Carmel, IN Redevel. District COP¹		7.750			01/15/2030		7,087,059
	5,075,000	Carmel, IN Redevel. District COP¹		8.000			01/15/2035		5,731,502
	1,000,000	Hammond, IN Local Public Improvement District¹		6.500			08/15/2030		1,043,300

33 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Indiana Continued
$	1,000,000	Hammond, IN Local Public Improvement District¹		6.750	%		08/15/2035	$	1,041,460
	5,325,000	IN Finance Authority (King’s Daughters Hospital)¹		5.500			08/15/2045		5,256,574
	2,885,000	IN Finance Authority (Marian University)¹		5.250			09/15/2025		2,937,190
	4,250,000	IN Finance Authority (Marian University)¹		6.375			09/15/2041		4,375,800
	4,750,000	IN Finance Authority (Marian University)¹		6.500			09/15/2030		5,046,163
	325,000	IN Finance Authority Educational Facilities (Irvington Community)¹		9.000			07/01/2039		386,510
	3,400,000	IN Finance Authority Wastewater Utility¹		5.250			10/01/2038		3,808,714
	30,000	IN Health Facility Financing Authority (Community Hospital of Anderson)¹		6.000			01/01/2023		30,063
	5,000,000	Indianapolis, IN Local Public Improvement Bond Bank¹		5.750			01/01/2038		5,654,500
	1,000,000	Indianapolis, IN Multifamily Hsg. (Berkley Common)¹		5.750			07/01/2030		1,055,180
	3,985,000	Indianapolis, IN Multifamily Hsg. (Berkley Common)¹		6.000			07/01/2040		4,144,799
	2,025,000	Indianapolis, IN Multifamily Hsg. (Stonekey Apartments)¹		7.000			02/01/2039		2,181,836
	4,750,000	North Manchester, IN (Estelle Peabody Memorial Home)³		7.125			07/01/2022		1,615,000
	2,250,000	Shelbyville, IN Redevel. District Tax Increment (Central Shelbyville Economic)¹		6.500			07/01/2022		2,214,833
	65,000	St. Joseph County, IN Economic Devel. (Madison Center)¹		5.500			02/15/2021		65,033

									57,219,206
Iowa—1.8%
	1,000,000	Dickinson County, IA Hsg. (Spirit Lake)¹		5.875			12/01/2036		873,030
	750,000	IA Finance Authority (Amity Fellowserve)¹		6.500			10/01/2036		697,860
	400,000	IA Finance Authority (Boys & Girls Home and Family Services)		5.900			12/01/2028		239,996
	468,837	IA Finance Authority Senior Hsg. (Wedum Walnut Ridge)¹		5.375			06/01/2025		368,351
	7,975,000	IA Tobacco Settlement Authority¹		5.375			06/01/2038		6,208,617
	9,500,000	IA Tobacco Settlement Authority¹		5.500			06/01/2042		7,169,460
	37,520,000	IA Tobacco Settlement Authority (TASC)¹		5.625			06/01/2046		28,248,808

									43,806,122
Kansas—0.2%
	1,205,000	Hays, KS Sales Tax¹		6.000			01/01/2025		1,160,945
	95,000	La Cygne, KS Pollution Control (Kansas Gas & Electric Company)¹		5.100			03/01/2023		95,181
	530,000	Overland Park, KS Transportation Devel. District (Grass Creek)¹		4.850			09/01/2016		524,324
	2,435,000	Pittsburgh, KS Special Obligation (North Broadway Redevel.)¹		4.900			04/01/2024		1,955,987

									3,736,437

34 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Kentucky—0.0%
$	15,000	Jefferson County, KY Health Facilities (Alliant Health System)¹		5.125	%		10/01/2027	$	15,011
	75,000	Jefferson County, KY Health Facilities (University Medical Center)¹		5.250			07/01/2022		75,113
	970,000	Kenton County, KY Airport (Delta Airlines)³		8.000			12/01/2015		10
	80,000	KY Hsg. Corp.¹		5.200			07/01/2022		80,112
	15,000	Springfield, KY Educational Devel. (St. Catherine College)¹		5.750			10/01/2035		15,344

									185,590
Louisiana—2.0%
	8,280,000	LA HFA (La Chateau)¹		6.875			09/01/2029		8,407,098
	5,000,000	LA HFA (La Chateau)¹		7.250			09/01/2039		5,111,900
	2,000,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.250			09/01/2018		1,358,820
	35,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.250			09/01/2035		19,191
	3,085,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.500			09/01/2022		1,682,991
	1,000,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		6.000			09/01/2022		899,770
	1,750,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		6.000			09/01/2027		1,492,400
	3,925,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		6.000			09/01/2035		3,129,049
	550,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		7.500			09/01/2016		519,112
	1,240,000	LA Local Government EF&CD Authority (Capital Projects and Equipment)¹		6.550			09/01/2025		1,296,085
	25,000	LA Public Facilities Authority (Dillard University)¹		5.300			08/01/2026		25,642
	19,250,000	LA Public Facilities Authority (OLOLRMC/OLOLMC Obligated Group)¹		6.750			07/01/2039		22,157,713
	2,500,000	Lakeshore Villages, LA Master Community Devel. District⁶		5.250			07/01/2017		999,775
	20,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)¹		5.000			07/15/2025		20,633
	75,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)¹		5.000			07/15/2027		75,034
	140,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)¹		5.500			07/15/2018		140,235
	290,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)¹		5.600			07/15/2025		290,232
	40,000	New Orleans, LA Public Improvement District¹		5.125			12/01/2026		40,049

									47,665,729
Maine—0.3%
	2,000,000	ME H&HEFA (Maine General Medical Center)¹		6.750			07/01/2036		2,175,580
	5,000,000	ME H&HEFA (Maine General Medical Center)¹		7.500			07/01/2032		5,742,900

									7,918,480

35 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Maryland—0.4%
$	10,000	Baltimore, MD Wastewater¹		5.125	%		07/01/2042	$	10,155
	20,000	MD EDC Student Hsg. (Allegheny College Hsg.)¹		5.750			09/01/2020		19,576
	40,000	MD EDC Student Hsg. (Allegheny College Hsg.)¹		6.000			09/01/2032		36,894
	4,900,000	MD EDC Student Hsg. (Bowie State University)¹		5.375			06/01/2033		4,278,337
	620,000	MD EDC Student Hsg. (Collegiate Hsg. Foundation)¹		5.750			06/01/2029		620,372
	520,000	MD EDC Student Hsg. (Collegiate Hsg. Foundation)¹		6.000			06/01/2030		520,166
	50,000	MD EDC Student Hsg. (Morgan State University)¹		6.000			07/01/2034		49,271
	2,000,000	MD EDC Student Hsg. (University of Maryland)¹		5.625			10/01/2023		1,460,180
	65,000	MD EDC Student Hsg. (University Village at Sheppard Pratt)¹		6.000			07/01/2033		60,698
	65,000	MD H&HEFA (Johns Hopkins Hospital)¹		5.375			07/01/2020		65,140
	979,000	Prince Georges County, MD Special District (Victoria Falls)¹		5.250			07/01/2035		929,658
	750,000	Salisbury, MD Special Obligation (Villages at Aydelotte Farm)		5.250			01/01/2037		286,553

									8,337,000
Massachusetts—0.1%
	100,000	MA Devel. Finance Agency (Boston Biomedical Research)¹		5.750			02/01/2029		95,666
	260,000	MA Devel. Finance Agency (Evergreen Center)¹		5.500			01/01/2035		258,313
	750,000	MA Devel. Finance Agency (Lasell College)¹		5.500			07/01/2026		798,135
	461,488	MA Devel. Finance Agency (Linden Ponds)		0.605	⁴		11/15/2056		2,469
	92,782	MA Devel. Finance Agency (Linden Ponds)¹		5.500			11/15/2046		57,149
	14,103	MA Devel. Finance Agency (Linden Ponds)¹		6.250			11/15/2039		10,399
	1,733,606	MA Devel. Finance Agency (Linden Ponds)¹		6.250			11/15/2046		1,250,450
	40,000	MA Devel. Finance Agency (Northern Berkshire Community Services)		6.250			08/15/2029		18,000
	50,000	MA Devel. Finance Agency (Orchard Cove)¹		5.250			10/01/2037		40,673
	25,000	MA H&EFA (Beverly Hospital Corp.)¹		5.250			07/01/2023		25,029
	450,000	MA H&EFA (North Adams Regional Hospital)³		6.625			07/01/2018		202,496
	55,000	MA H&EFA (VC/TC/FRS/VCS Obligated Group)¹		5.300			11/15/2028		55,010
	255,000	MA Industrial Finance Agency (Avon Associates)¹		5.375			04/01/2020		255,479

									3,069,268
Michigan—2.6%
	30,000	Clare County, MI Sewer Disposal System¹		5.850			11/01/2021		30,833
	680,000	Detroit, MI GO¹		5.250			04/01/2016		637,908
	10,000	Detroit, MI Local Devel. Finance Authority¹		5.500			05/01/2021		8,419
	2,250,000	Detroit, MI Sewer Disposal System¹		6.500			07/01/2024		2,680,200
	2,850,000	Detroit, MI Sewer Disposal System¹		7.500			07/01/2033		3,602,742
	5,300,000	Detroit, MI Water Supply System¹		5.000			07/01/2030		5,302,279

36 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Michigan Continued
$	1,000,000	Detroit, MI Water Supply System¹		5.000	%		07/01/2036	$	1,018,380
	155,000	Flint, MI Hospital Building Authority (Hurley Medical Center)¹		5.375			07/01/2018		155,003
	2,200,000	Grand Traverse Academy, MI Public School Academy¹		4.625			11/01/2027		1,792,208
	1,000,000	Grand Traverse Academy, MI Public School Academy¹		4.750			11/01/2032		780,200
	495,000	Grand Traverse Academy, MI Public School Academy¹		5.000			11/01/2022		453,578
	200,000	Highland Park, MI Building Authority¹		7.750			05/01/2018		216,638
	4,000,000	Kent, MI Hospital Finance Authority (Spectrum Health)¹		5.000			11/15/2029		4,432,240
	600,000	MI Finance Authority (Old Redford Public School Academy)¹		5.900			12/01/2030		575,604
	600,000	MI Finance Authority (Old Redford Public School Academy)¹		6.500			12/01/2040		597,606
	155,000	MI Hospital Finance Authority (BGH/ZHCC/BCCC/CEMS Obligated Group)¹		5.000			02/15/2018		155,166
	10,000	MI Hospital Finance Authority (OHC/OUH Obligated Group)¹		5.000			08/15/2018		10,024
	75,000	MI Hospital Finance Authority (OHC/OUH Obligated Group)¹		5.000			08/15/2031		75,071
	10,000	MI Hospital Finance Authority (Sisters of Mercy Health System)		5.250			08/15/2021		10,040
	14,600,000	MI Hospital Finance Authority (Trinity Health)²		6.125			12/01/2023		17,604,534
	15,000	MI Hsg. Devel. Authority (Walled Lake Villa)¹		6.000			04/15/2018		15,039
	340,000	MI John Tolfree Health System Corp.¹		6.000			09/15/2023		300,383
	1,155,000	MI Public Educational Facilities Authority (Old Redford Academy)¹		6.000			12/01/2035		1,086,705
	10,828,504	MI Strategic Fund Limited Obligation (Wolverine Human Services)¹		5.850			08/31/2027		9,703,964
	470,000	MI Strategic Fund Limited Obligation (Wolverine Human Services)¹		7.875			08/31/2028		429,152
	1,323,000,000	MI Tobacco Settlement Finance Authority		9.838	⁴		06/01/2058		8,652,420
	250,000	Monroe County, MI Hospital Finance Authority (Mercy Memorial Hospital Corp.)¹		5.500			06/01/2035		250,265
	120,000	Mount Clemens, MI Hsg. Corp. (FHA Section 8), Series A¹		6.600			06/01/2022		120,283
	40,000	Northern MI University¹		5.000			12/01/2025		40,161
	15,000	Oakland County, MI Sewer Disposal (White Lake Township)¹		6.000			05/01/2013		15,160
	400,000	Plymouth, MI Educational Center Charter School (Public School Academy)¹		5.375			11/01/2030		352,776
	1,325,000	Plymouth, MI Educational Center Charter School (Public School Academy)¹		5.625			11/01/2035		1,158,116
	405,000	Pontiac, MI Tax Increment Finance Authority		6.250			06/01/2022		261,646

37 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Michigan Continued
$	10,000	Royal Oak, MI Hospital Finance Authority (William Beaumont Hospital)¹		5.250	%		11/15/2035	$	10,005
	85,000	Wayne County, MI Building Authority¹		5.250			06/01/2016		85,337

									62,620,085
Minnesota—0.6%
	885,000	Columbia Heights, MN EDA Tax Increment (Huset Park Area Redevel.)¹		5.375			02/15/2032		732,099
	1,260,000	Columbia Heights, MN Multifamily & Health Care Facilities (Crest View Corp.)¹		5.700			07/01/2042		954,929
	610,000	Minneapolis, MN Tax Increment (St. Anthony Falls)¹		5.750			02/01/2027		602,765
	975,000	Mound, MN Hsg. & Redevel. Authority (Metroplaines)¹		5.000			02/15/2027		937,102
	1,615,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)¹		5.000			02/01/2031		1,441,775
	110,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)¹		5.375			08/01/2021		111,379
	1,500,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)¹		5.625			02/01/2031		1,446,615
	98,000	St. Paul, MN Hsg. & Redevel. Authority (Great Northern Lofts)¹		6.250			03/01/2029		100,957
	6,744,000	St. Paul, MN Hsg. & Redevel. Authority (Upper Landing)¹		7.000			03/01/2029		6,764,772
	360,000	St. Paul, MN Port Authority (Great Northern)¹		6.000			03/01/2030		354,132

									13,446,525
Mississippi—0.2%
	80,000	Gulfport, MS Hospital Facility (Memorial Hospital at Gulfport)¹		5.750			07/01/2031		80,097
	45,000	Gulfport, MS Hospital Facility (Memorial Hospital at Gulfport)¹		6.200			07/01/2018		45,117
	60,000	Lowndes County, MS Solid Waste Disposal & Pollution Control (Weyerhaeuser Company)¹		6.800			04/01/2022		66,943
	930,000	Meridian, MS Tax Increment (Meridian Crossroads)¹		8.750			12/01/2024		994,003
	5,145,000	MS Home Corp. (Valley State Student Hsg.)		5.500			12/01/2035		2,924,727
	1,150,000	MS Hospital Equipment & Facilities Authority (Southwest Mississippi Regional Medical Center)¹		5.750			04/01/2023		1,169,780

									5,280,667
Missouri—2.9%
	95,000	Bates County, MO Hospital (Bates County Memorial Hospital)¹		5.650			03/01/2021		95,091
	200,000	Belton, MO Tax Increment (Belton Town Center)¹		5.625			03/01/2025		186,056
	310,000	Branson Hills, MO Infrastructure Facilities¹		5.000			04/01/2013		306,054
	250,000	Branson Hills, MO Infrastructure Facilities¹		5.500			04/01/2027		180,450
	900,000	Branson, MO IDA (Branson Hills Redevel.)¹		5.750			05/01/2026		822,177
	365,000	Branson, MO IDA (Branson Hills Redevel.)¹		7.050			05/01/2027		351,028

38 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Missouri Continued
$	1,760,000	Branson, MO IDA (Branson Landing)¹		5.250	%		06/01/2021	$	1,671,384
	7,730,000	Branson, MO IDA (Branson Shoppe Redevel.)¹		5.950			11/01/2029		7,028,039
	675,000	Broadway-Fairview, MO Transportation Devel. District (Columbia)¹		5.875			12/01/2031		534,580
	400,000	Chillicothe, MO Tax Increment (South U.S. 65)¹		5.500			04/01/2021		391,248
	400,000	Chillicothe, MO Tax Increment (South U.S. 65)¹		5.625			04/01/2027		369,424
	665,000	Hawk Ridge, MO Transportation Devel. District¹		4.650			02/01/2017		589,616
	3,840,000	Hawk Ridge, MO Transportation Devel. District¹		5.000			02/01/2030		2,328,192
	13,500,000	Hazelwood, MO Transportation Devel. District (370/ Missouri Bottom Road/Tausig Road)¹		7.200			05/01/2033		13,540,500
	2,575,000	Independence, MO 39th Street Transportation¹		6.875			09/01/2032		2,593,025
	1,050,000	Kansas City, MO Tax Increment (Briarcliff West)¹		5.150			06/01/2016		1,068,102
	1,250,000	Kansas City, MO Tax Increment (Briarcliff West)¹		5.400			06/01/2024		1,166,588
	800,000	Kansas City, MO Tax Increment (Shoal Creek Parkway)¹		6.500			06/01/2025		821,416
	2,880,000	Kansas City, MO Tax Increment (Southtown)¹		6.000			03/01/2017		2,959,632
	515,000	Lees Summit, MO IDA (Kensington Farms)¹		5.500			03/01/2021		495,049
	250,000	Lees Summit, MO IDA (Kensington Farms)¹		5.750			03/01/2029		222,773
	790,000	Liberty, MO Tax Increment (Liberty Triangle)¹		5.875			10/01/2029		747,206
	2,100,000	Maplewood, MO Tax (Maplewood South Redevel.)¹		5.750			11/01/2026		1,989,876
	355,000	MO Grindstone Plaza Transportation Devel. District¹		5.500			10/01/2031		261,578
	5,000	MO H&EFA (FHS/FNH Obligated Group)¹		5.375			02/15/2014		5,016
	10,280,678	MO Hanley/Eager Road Transportation Devel. District, Series A		7.750	⁴		12/01/2023		4,182,899
	230,000	Northwoods, MO Transportation Devel. District¹		5.850			02/01/2031		196,222
	1,675,000	Osage Beach, MO Tax Increment (Prewitts Point)¹		4.800			05/01/2016		1,653,878
	1,500,000	Osage Beach, MO Tax Increment (Prewitts Point)¹		5.000			05/01/2023		1,327,740
	350,000	Ozark Centre, MO Transportation Devel. District¹		5.375			09/01/2032		307,801
	1,500,000	Raymore, MO Tax Increment¹		5.375			03/01/2020		857,850
	2,750,000	Raymore, MO Tax Increment¹		5.625			03/01/2028		1,434,868
	2,500,000	Richmond Heights, MO Tax Increment & Transportation Sales Tax¹		5.625			11/01/2025		2,442,500
	1,000,000	St. Joseph, MO IDA, Series B¹		5.375			11/01/2023		981,570
	905,000	St. Joseph, MO IDA, Series B¹		5.500			11/01/2027		866,320
	1,645,000	St. Louis, MO IDA (Southtown Redevel.)¹		5.125			05/01/2026		1,603,480
	481,000	St. Louis, MO Tax Increment (1505 Missouri Avenue Redevel.)		6.000			08/04/2025		423,059
	846,000	St. Louis, MO Tax Increment (1601 Washington Redevel.)¹		6.000			08/21/2026		741,485
	1,879,000	St. Louis, MO Tax Increment (1619 Washington Redevel.)		5.500			03/09/2027		1,542,546
	662,000	St. Louis, MO Tax Increment (Pet Building Redevel.)		5.500			05/29/2028		544,727
	545,000	St. Louis, MO Tax Increment (Printers Lofts)⁶		6.000			08/21/2026		372,164
	802,000	St. Louis, MO Tax Increment (Washington East Condominiums)¹		5.500			01/20/2028		677,177

39 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Missouri Continued
$	500,000	St. Louis, MO Tax Increment (Washington East Condominiums)¹		5.500	%		01/20/2028	$	411,835
	1,080,000	St. Louis, MO Tax Increment Financing (Ludwig Lofts)¹		6.690			04/21/2029		991,148
	373,000	St. Louis, MO Tax Increment Financing, Series A		5.500			09/02/2028		304,361
	3,255,000	St. Louis, MO Tax Increment, Series A¹		6.600			01/21/2028		2,998,994
	620,000	Stone Canyon, MO Improvement District (Infrastructure)¹		5.700			04/01/2022		537,137
	320,000	Stone Canyon, MO Improvement District (Infrastructure)¹		5.750			04/01/2027		255,677
	200,000	Suemandy, MO Mid-Rivers Community Improvement District¹		7.000			10/01/2019		213,136
	950,000	Suemandy, MO Mid-Rivers Community Improvement District¹		7.500			10/01/2029		993,710
	1,000,000	University Place, MO Transportation Devel. District¹		5.000			03/01/2026		798,900
	2,500,000	University Place, MO Transportation Devel. District¹		5.000			03/01/2032		1,815,450

									70,200,734
Montana—0.4%
	11,710,000	Hardin, MT Tax Increment Industrial Infrastructure Devel. (Rocky Mountain Power)¹		0.000	⁵		09/01/2031		9,115,415
	375,000	MT Facilities Finance Authority (St. John’s Lutheran)¹		6.000			05/15/2025		376,928

									9,492,343
Nebraska—0.2%
	2,915,000	NE Educational Facilities Authority (Midland Lutheran College)¹		5.600			09/15/2029		2,341,620
	1,150,000	NE Educational Finance Authority (Concordia University)¹		5.000			10/01/2037		1,036,346
	2,200,000	Santee Sioux Nation, NE Tribal Health Care (Indian Health Service)¹		8.750			10/01/2020		2,314,312
	40,000	Scotts Bluff County, NE Hospital Authority (Regional West Medical Center)¹		5.250			11/15/2028		40,038

									5,732,316
Nevada—3.5%
	15,000,000	Clark County, NV Airport²		5.750			07/01/2042		16,857,600
	325,000	Clark County, NV Improvement District¹		5.000			02/01/2026		281,710
	260,000	Clark County, NV Improvement District¹		5.050			02/01/2031		211,679
	20,000,000	Clark County, NV Water Reclamation District²		5.250			07/01/2038		22,275,200
	5,105,000	Director of the State of NV Dept. of Business & Industry (Las Vegas Monorail)³		6.850	⁴		01/01/2019		678,914
	1,000,000	Director of the State of NV Dept. of Business & Industry (Las Ventanas Retirement)³		7.000			11/15/2034		538,690
	1,140,000	Las Vegas, NV Local Improvement Bonds¹		6.250			06/01/2024		1,150,260
	6,200,000	Las Vegas, NV Paiute Tribe, Series A¹		6.625			11/01/2017		5,034,834
	1,615,000	Las Vegas, NV Special Improvement District (Sumerlin Village)¹		5.875			06/01/2021		1,588,143

40 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Nevada Continued
$	9,270,000	Las Vegas, NV Special Improvement District (Sumerlin Village)¹		6.125	%		06/01/2031	$	8,416,604
	80,000	Mesquite, NV Special Improvement District (Canyon Creek)¹		5.200			08/01/2016		71,500
	125,000	Mesquite, NV Special Improvement District (Canyon Creek)¹		5.250			08/01/2017		108,186
	260,000	Mesquite, NV Special Improvement District (Canyon Creek)¹		5.300			08/01/2018		221,182
	585,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)¹		5.850			08/01/2018		584,064
	950,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)¹		6.000			08/01/2023		894,359
	505,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)¹		6.000			08/01/2027		454,606
	725,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)¹		6.150			08/01/2037		616,627
	25,000	Reno, NV Capital Improvement¹		5.125			06/01/2026		25,129
	3,035,000	Sparks, NV Redevel. Agency (Redevel Area No. 2)¹		6.400			06/01/2020		3,172,546
	7,420,000	Sparks, NV Redevel. Agency (Redevel Area No. 2)¹		6.700			06/01/2028		7,552,818
	11,250,000	Washoe County, NV (Reno-Sparks Convention & Visitors Authority)¹		5.000			07/01/2032		12,305,250

									83,039,901
New Hampshire—2.8%
	305,000	Manchester, NH Hsg. & Redevel. Authority, Series B		5.650	⁴		01/01/2029		59,100
	3,220,000	Manchester, NH Hsg. & Redevel. Authority, Series B		5.700	⁴		01/01/2030		560,505
	495,000	Manchester, NH Hsg. & Redevel. Authority, Series B		6.000	⁴		01/01/2023		176,557
	1,000,000	Manchester, NH Hsg. & Redevel. Authority, Series B		6.750			01/01/2015		965,950
	425,000	NH Business Finance Authority (Huggins Hospital)¹		6.875			10/01/2039		465,702
	120,000	NH H&EFA (Catholic Medical Center)¹		6.125			07/01/2032		121,957
	4,010,000	NH H&EFA (Franklin Pierce College)¹		6.050			10/01/2034		3,694,774
	1,235,000	NH H&EFA (LRG Healthcare)¹		5.500			10/01/2034		1,370,405
	21,000,000	NH H&EFA (LRG Healthcare)²		7.000			04/01/2038		25,879,770
	22,000,000	NH H&EFA (LRG Healthcare)²		5.500			10/01/2034		24,412,080
	1,980,000	NH H&EFA (Portsmouth Christian Academy)¹		5.750			07/01/2023		1,803,443
	6,115,000	NH H&EFA (Portsmouth Christian Academy)¹		5.850			07/01/2033		5,202,397
	40,000	NH H&EFA (St. Joseph Hospital/Youville House/Cove)¹		5.500			07/01/2034		40,882
	1,270,000	NH HE&HFA (Franklin Pierce College)¹		5.300			10/01/2028		1,117,333

									65,870,855
New Jersey—2.4%
	5,610,000	NJ Health Care Facilities Financing Authority (Deborah Heart & Lung Center)¹		6.300			07/01/2023		5,200,470
	8,680,000	NJ Tobacco Settlement Financing Corp.¹		4.625			06/01/2026		7,599,600

41 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

New Jersey Continued
$	26,240,000	NJ Tobacco Settlement Financing Corp.¹		5.000	%		06/01/2029	$	22,633,574
	10,600,000	NJ Transportation Trust Fund Authority¹		5.250			06/15/2031		12,194,240
	5,000,000	NJ Transportation Trust Fund Authority¹		5.250			06/15/2036		5,636,300
	2,000,000	NJ Transportation Trust Fund Authority¹		5.500			06/15/2041		2,299,080
	1,000,000	NJ Transportation Trust Fund Authority¹		6.000			06/15/2035		1,213,850

									56,777,114
New Mexico—0.5%
	1,495,000	Cabezon, NM Public Improvement District¹		6.300			09/01/2034		1,420,788
	5,755,000	Eldorado, NM Area Water and Sanitation District¹		6.000			02/01/2023		5,557,604
	20,000	Farmington, NM Hospital (San Juan Medical Center/Interface, Inc. Obligated Group)¹		5.000			06/01/2016		20,035
	500,000	Mariposa East, NM Public Improvement District¹		6.000			09/01/2032		404,545
	300,000	Montecito Estates, NM Public Improvement District¹		7.000			10/01/2037		282,654
	3,380,000	NM Educational Assistance Foundation¹		5.900			09/01/2031		3,384,157
	25,000	NM Finance Authority (Workers Compensation Administration Building)¹		5.600			09/01/2014		25,085
	1,925,000	NM Trails Public Improvement District¹		7.750			10/01/2038		1,889,619

									12,984,487
New York—6.4%
	3,570,000	L.I., NY Power Authority, Series A¹		5.000			05/01/2038		3,865,061
	11,435,000	NY Liberty Devel. Corp. (Goldman Sachs Headquarters)¹		5.250			10/01/2035		12,578,043
	4,000,000	NY MTA, Series B¹		5.000			11/15/2033		4,291,160
	5,000,000	NY MTA, Series D¹		5.000			11/15/2031		5,645,600
	8,250,000	NY MTA, Series D¹		5.000			11/15/2036		9,034,823
	5,000,000	NY MTA, Series D¹		5.250			11/15/2041		5,602,950
	19,080,000	NY Triborough Bridge & Tunnel Authority²		5.000			11/15/2037		20,822,958
	19,665,000	NYC GO²		5.375			04/01/2036		22,514,861
	4,000,000	NYC Municipal Water Finance Authority¹		5.000			06/15/2032		4,629,760
	20,000,000	NYC Municipal Water Finance Authority²		5.000			06/15/2036		21,394,000
	5,500,000	NYC Transitional Finance Authority¹		5.000			02/01/2035		6,275,830
	5,250,000	NYC Transitional Finance Authority (Building Aid)¹		5.000			07/15/2033		5,917,538
	2,500,000	NYC Transitional Finance Authority (Building Aid)¹		5.250			07/15/2037		2,837,725
	10,000,000	NYS DA (St. Mary’s Hospital for Children)¹		7.875			11/15/2041		10,147,800
	4,000,000	NYS Urban Development Corporation (State Personal Income Tax Authority)¹		5.000			03/15/2037		4,322,800
	4,625,000	Troy, NY Capital Resource Corp. (Rensselaer Polytechnic Institute)¹		5.000			09/01/2030		5,026,358
	2,500,000	Westchester County, NY Healthcare Corp., Series A¹		5.000			11/01/2021		2,843,475
	5,255,000	Westchester County, NY Healthcare Corp., Series A¹		5.000			11/01/2030		5,555,849

									153,306,591

42 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

North Carolina—0.0%
$	20,000	NC Medical Care Commission (ARC/HDS Alamance Hsg. Corp.)¹		5.800	%		10/01/2034	$	20,388
	625,000	NC Medical Care Commission Retirement Facilities (Village at Brookwood)¹		5.250			01/01/2032		522,794

									543,182
North Dakota—0.0%
	40,000	Williston, ND Water Utility¹		5.100			05/01/2013		40,119
Ohio—5.5%
	3,440,000	Bowling Green, OH Student Hsg. (CFP I-Bowling Green State University)¹		5.750			06/01/2031		3,571,064
	2,250,000	Bowling Green, OH Student Hsg. (CFP I-Bowling Green State University)¹		6.000			06/01/2045		2,336,378
	10,000,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		0.000	⁵		06/01/2037		7,507,800
	13,960,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.125			06/01/2024		11,010,671
	2,555,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.375			06/01/2024		2,065,155
	20,820,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.750			06/01/2034		15,503,197
	20,360,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.875			06/01/2030		15,835,397
	4,130,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		6.000			06/01/2042		3,145,738
	970,100,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)		7.251	⁴		06/01/2047		30,499,944
	743,000,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)		7.501	⁴		06/01/2052		10,216,250
	1,305,000	Butler County, OH Hospital Facilities (UC Health)¹		5.750			11/01/2040		1,404,702
	2,165,000	Centerville, OH Health Care (Bethany Lutheran Village)¹		6.000			11/01/2038		2,092,126
	3,000,000	Cincinnati, OH Water System¹		5.000			12/01/2036		3,440,100
	40,000	Cleveland, OH Airport System¹		5.000			01/01/2031		40,032
	160,000	Cleveland, OH Rock Glen Hsg. Assistance Corp. (Ambleside Apartments)¹		7.000			06/01/2018		160,093
	3,445,000	Cleveland-Cuyahoga County, OH Port Authority¹		6.000			11/15/2035		3,862,913
	10,000	Cuyahoga County, OH Hospital (Metro Health System)¹		5.500			02/15/2027		10,011
	295,000	Glenwillow Village, OH GO¹		5.875			12/01/2024		313,488
	25,000	Greene County, OH Economic Devel. (YMCA)¹		6.000			12/01/2023		19,619
	1,000,000	Greene County, OH University Hsg. (Central State University)¹		5.375			09/01/2022		819,210
	1,000,000	Greene County, OH University Hsg. (Central State University)¹		5.500			09/01/2027		762,600

43 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Ohio Continued
$	1,500,000	Greene County, OH University Hsg. (Central State University)¹		5.625	%		09/01/2032	$	1,091,985
	1,045,000	Grove City, OH Tax Increment Financing¹		5.125			12/01/2016		1,082,892
	2,500,000	Grove City, OH Tax Increment Financing¹		5.375			12/01/2031		2,369,900
	925,000	Jeffrey Place, OH New Community Authority (Jeffrey Place Redevel.)¹		5.000			12/01/2022		855,486
	4,500,000	OH Higher Education Facility Commission (Ashland University)¹		6.250			09/01/2024		4,653,540
	3,075,000	Port of Greater Cincinnati, OH Devel. Authority (Public Parking Infrastructure)⁶		6.300			02/15/2024		1,999,027
	5,860,000	Port of Greater Cincinnati, OH Devel. Authority (Public Parking Infrastructure)⁶		6.400			02/15/2034		3,494,201
	615,000	Summit County, OH Port Authority (Twinsburg Township)¹		5.125			05/15/2025		592,903
	645,000	Toledo-Lucas County, OH Port Authority (Town Square at Levis Commons)¹		5.400			11/01/2036		393,985

									131,150,407
Oklahoma—0.7%
	13,310,000	Grady County, OK Criminal Justice Authority⁹		7.000			11/01/2041		13,374,154
	15,000	Grady County, OK Industrial Authority (Correctional Facilities)¹		6.000			11/01/2029		14,373
	500,000	Grady County, OK Industrial Authority (Correctional Facilities)		7.800			11/01/2014		423,555
	2,000,000	Langston, OK EDA (Langston University)¹		5.000			05/01/2030		2,018,340
	770,000	Langston, OK EDA (Langston University)¹		5.250			05/01/2026		789,666
	20,000	Texas County, OK Devel Authority Student Hsg. (OPSU-Goodwell)¹		5.450			11/01/2034		19,691

									16,639,779
Oregon—0.0%
	340,000	OR Facilities Authority (Concordia University)¹		6.125			09/01/2030		358,166
	500,000	OR Facilities Authority (Concordia University)¹		6.375			09/01/2040		530,285
	100,000	OR Health & Science University, Series A¹		5.250			07/01/2028		100,156

									988,607
Pennsylvania—1.2%
	75,000	Blair County, PA IDA (The Village at Penn State Retirement Community)³		6.900			01/01/2022		48,739
	500,000	Chester County, PA H&EFA (Chester County Hospital)¹		6.750			07/01/2031		500,505
	500,000	Luzerne County, PA IDA¹		7.500			12/15/2019		506,440
	500,000	Luzerne County, PA IDA¹		7.750			12/15/2027		511,520
	25,000	Northumberland County, PA IDA (NHS Youth Services)¹		5.500			02/15/2033		13,560
	3,605,000	Northumberland County, PA IDA (NHS Youth Services)¹		7.750			02/15/2029		2,423,137
	2,230,000	PA EDFA (Northwestern Human Services)¹		5.250			06/01/2028		1,924,579

44 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Pennsylvania Continued
$	5,000,000	PA HEFA (MCP/HUHS/AUS Obligated Group)¹		5.875	%		11/15/2016	$	5,000,550
	3,500,000	PA HEFA (MCP/HUHS/AUS Obligated Group)¹		5.875			11/15/2021		3,462,515
	2,000,000	PA HEFA (Shippensburg University)¹		6.250			10/01/2043		2,114,200
	3,255,000	PA Turnpike Commission¹		0.000	⁵		12/01/2034		2,867,102
	1,000,000	Philadelphia, PA H&HEFA (Centralized Comprehensive Human Services)¹		7.250			01/01/2021		996,670
	4,510,000	Philadelphia, PA H&HEFA (Temple University Hospital)¹		6.625			11/15/2023		4,512,977
	3,500,000	Philadelphia, PA School District¹		6.000			09/01/2038		3,998,260

									28,880,754
Rhode Island—0.9%
	5,000,000	Central Falls, RI Detention Facility¹		7.250			07/15/2035		4,010,750
	50,000	Providence, RI HDC (Barbara Jordan Apartments)¹		6.750			07/01/2025		50,120
	25,000	Providence, RI Public Building Authority		5.400			12/15/2012		25,069
	13,600,000	RI Health & Educational Building Corp. (EPBH/RIH/TMH Obligated Group)¹		7.000			05/15/2039		16,271,448
	160,000	RI Health & Educational Building Corp. (Johnson & Wales University)¹		6.100			04/01/2026		160,170
	40,000	RI Hsg. & Mtg. Finance Corp. (Homeownership Opportunity)¹		6.500			04/01/2027		40,081
	33,305,000	RI Tobacco Settlement Financing Corp. (TASC)		6.125	⁴		06/01/2052		402,324
	10,375,000	RI Tobacco Settlement Financing Corp. (TASC)		6.750	⁴		06/01/2052		103,543
	1,300,000	Tiverton, RI Special Obligation Tax (Mount Hope Bay Village)¹		6.875			05/01/2022		1,309,607

									22,373,112
South Carolina—1.1%
	500,000	Allendale County, SC School District Energy Savings Special Obligation¹		8.500			12/01/2018		542,030
	1,895,000	Lancaster County, SC (Sun City Carolina Lakes)¹		5.450			12/01/2037		1,699,512
	5,655,000	Richland County, SC Assessment Revenue (Village at Sandhill Improvement District)¹		6.200			11/01/2036		4,923,413
	600,000	SC Connector 2000 Assoc. Toll Road, Series B		5.535	⁴		01/01/2020		84,744
	6,565,000	SC Connector 2000 Assoc. Toll Road, Series B		5.781	⁴		01/01/2021		886,209
	11,240,000	SC Connector 2000 Assoc. Toll Road, Series B		6.697	⁴		01/01/2026		1,141,647
	5,285,000	SC Educational Facilities Authority (Benedict College)¹		5.600			07/01/2022		4,686,527
	2,420,000	SC Educational Facilities Authority (Benedict College)¹		5.625			07/01/2031		1,913,978
	550,000	SC Educational Facilities Authority (Southern Wesleyan University)¹		5.750			03/01/2029		554,362
	35,000	SC Hsg. Finance & Devel. Authority, Series A-1¹		5.300			07/01/2031		35,032
	2,500,000	SC Jobs-EDA (Coastal Hsg. Foundation)¹		6.250			04/01/2035		2,709,825
	2,000,000	SC Jobs-EDA (Coastal Hsg. Foundation)¹		6.500			04/01/2042		2,183,960
	2,750,000	SC Jobs-EDA (Lutheran Homes)¹		5.500			05/01/2028		2,512,290

45 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

South Carolina Continued
$	935,000	SC Jobs-EDA (Palmetto Health)¹		5.375	%		08/01/2022	$	1,064,834
	2,000,000	SC Jobs-EDA (Palmetto Health)¹		5.500			08/01/2026		2,199,940

									27,138,303
South Dakota—0.0%
	135,000	SD Educational Enhancement Funding Corp. Tobacco Settlement¹		6.500			06/01/2032		138,823
Tennessee—1.1%
	115,000	Johnson City, TN H&EFB (Johnson City Medical Center)¹		5.250			07/01/2028		115,017
	5,000,000	TN Energy Acquisition Gas Corp.¹		5.000			02/01/2024		5,313,650
	9,800,000	TN Energy Acquisition Gas Corp.¹		5.000			02/01/2027		10,054,212
	4,820,000	TN Energy Acquisition Gas Corp.¹		5.250			09/01/2021		5,253,896
	4,910,000	TN Energy Acquisition Gas Corp.¹		5.250			09/01/2026		5,242,751

									25,979,526
Texas—7.9%
	1,305,000	Anson, TX Education Facilities Corp. Student Hsg. (University of Texas/Waterview Park)¹		5.100			01/01/2034		1,051,491
	6,035,000	Beasley, TX Higher Education Finance Corp., Series A¹		5.125			12/01/2034		5,734,759
	3,090,000	Bexar County, TX HFC (American Opportunity Hsg.-Nob Hill Apartments)		6.000			06/01/2021		1,853,876
	6,625,000	Bexar County, TX HFC (American Opportunity Hsg.-Nob Hill Apartments)		6.000			06/01/2031		3,974,735
	5,765,000	Bexar County, TX HFC (American Opportunity Hsg.-Waterford/Kingswood)¹		7.000			12/01/2036		5,180,314
	400,000	Bexar County, TX HFC (Doral Club)¹		8.750			10/01/2036		280,692
	40,000	Brazoria County, TX Municipal Utility District No. 18¹		5.300			09/01/2028		40,031
	20,000	Brazos County, TX HFDC (Franciscan Services Corp.)¹		5.375			01/01/2032		20,301
	60,000	Collin County, TX HFC (Community College District Foundation)¹		5.250			06/01/2031		40,785
	25,000	Dallas-Fort Worth, TX International Airport Facility¹		5.200			01/15/2031		25,024
	700,000	Danbury, TX Higher Education Finance Corp. (Island Foundation)¹		6.250			02/15/2036		637,812
	7,650,000	Donna, TX GO¹		6.250			02/15/2037		6,870,542
	235,000	El Paso County, TX HFC (American Village Communities), Series A¹		6.250			12/01/2020		237,543
	335,000	El Paso County, TX HFC (El Paso American Hsg. Foundation), Series A¹		6.375			12/01/2032		337,459
	5,171,000	Escondido, TX Public Improvement District (Horseshoe Bay)¹		7.250			10/01/2033		5,185,117
	20,000	Harris County, TX HFDC (Texas Children’s Hospital)¹		5.250			10/01/2029		20,081
	45,000	Harris County-Houston, TX Sports Authority¹		5.000			11/15/2025		43,559

46 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Texas Continued
$	16,000,000	Houston, TX Airport System, Series A²		5.500	%		07/01/2039	$	17,674,400
	300,000	Houston, TX Higher Education Finance Corp. (Cosmos Foundation)¹		6.500			05/15/2031		331,908
	2,345,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)¹		6.000			07/01/2022		2,081,211
	1,530,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)¹		6.000			07/01/2025		1,298,771
	770,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)¹		6.000			07/01/2032		606,568
	2,900,000	Lufkin, TX Health Facilities Devel. Corp. (Memorial Health System of East Texas)¹		6.250			02/15/2037		2,952,693
	700,000	Maverick County, TX GO COP¹		8.750			03/01/2034		701,547
	2,350,000	Maverick County, TX GO COP¹		8.750			03/01/2034		2,322,129
	8,915,000	McLennan County, TX Public Facility Corp.¹		6.625			06/01/2035		9,758,805
	12,000,000	North Central TX HFDC (Children’s Medical Center)²		5.750			08/15/2039		13,408,680
	3,695,000	Sabine, TX River Authority Pollution Control (TXU Electric Company)		6.150			08/01/2022		592,604
	16,000,000	Tarrant County, TX Cultural Education Facilities Finance Corp. (Baylor Health Care System)²		6.250			11/15/2029		18,832,960
	2,500,000	Tomball, TX Hospital Authority (Tomball Regional Hospital)¹		5.000			07/01/2020		2,857,275
	6,782,000	Trophy Club, TX Public Improvement (Highlands Trophy Club)¹		7.750			10/01/2037		6,762,129
	110,000	TX Dormitory Finance Authority (Temple Junior College Foundation)		5.750			09/01/2027		69,724
	485,000	TX Dormitory Finance Authority (Temple Junior College Foundation)		6.000			09/01/2033		291,655
	3,750,000	TX Municipal Gas Acquisition & Supply Corp.		5.250			12/15/2020		3,972,413
	55,000,000	TX Municipal Gas Acquisition & Supply Corp.²		6.250			12/15/2026		64,127,800
	1,700,000	TX Public Finance Authority Charter School Finance Corp. (Cosmos Foundation)¹		6.000			02/15/2030		1,812,523
	660,000	TX Public Finance Authority Charter School Finance Corp. (Ed-Burnham Wood)¹		6.250			09/01/2036		619,126
	1,085,000	TX Public Finance Authority Charter School Finance Corp. (New Fontiers School)¹		5.800			08/15/2040		1,061,293
	18,750,000	TX Turnpike Authority (Central TX Turnpike System)		6.590	⁴		08/15/2037		3,967,125

									187,637,460
U.S. Possessions—3.1%
	40,000	Guam GO¹		5.400			11/15/2018		40,001
	1,200,000	Guam Government Business Privilege¹		5.000			01/01/2031		1,329,000
	500,000	Guam Government Department of Education COP (John F. Kennedy High School)¹		6.625			12/01/2030		526,455

47 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

U.S. Possessions Continued
$	800,000	Guam Government Department of Education COP (John F. Kennedy High School)¹		6.875	%		12/01/2040	$	845,512
	9,000,000	Puerto Rico Commonwealth GO¹		5.750			07/01/2036		9,873,540
	2,000,000	Puerto Rico Commonwealth GO¹		6.000			07/01/2039		2,203,880
	5,000,000	Puerto Rico Commonwealth GO¹		6.500			07/01/2037		5,693,700
	2,830,000	Puerto Rico Electric Power Authority, Series AAA¹		5.250			07/01/2028		3,109,236
	65,000	Puerto Rico Infrastructure¹		5.000			07/01/2041		65,617
	850,000	Puerto Rico Infrastructure¹		5.500			07/01/2024		962,642
	8,000,000	Puerto Rico Infrastructure		7.075	⁴		07/01/2030		2,840,080
	2,000,000	Puerto Rico Public Buildings Authority¹		6.000			07/01/2041		2,242,000
	7,550,000	Puerto Rico Public Buildings Authority¹		6.250			07/01/2026		8,738,144
	1,000,000	Puerto Rico Public Buildings Authority¹		6.250			07/01/2031		1,242,060
	8,500,000	Puerto Rico Public Finance Corp., Series B¹		5.500			08/01/2031		9,202,440
	29,670,000	Puerto Rico Sales Tax Financing Corp., Series A		6.110	⁴		08/01/2044		4,994,945
	2,000,000	Puerto Rico Sales Tax Financing Corp., Series A¹		6.500			08/01/2044		2,360,260
	14,000,000	Puerto Rico Sales Tax Financing Corp., Series A		6.530	⁴		08/01/2047		1,949,640
	50,000,000	Puerto Rico Sales Tax Financing Corp., Series A		7.280	⁴		08/01/2034		15,060,000

									73,279,152
Utah—0.1%
	285,000	Utah County, UT Charter School (Lincoln Academy)¹		5.875			06/15/2037		245,661
	275,000	Utah County, UT Charter School (Renaissance Academy)¹		5.625			07/15/2037		233,211
	1,500,000	West Valley City, UT Sewer (East Hollywood High School)¹		5.625			06/15/2037		1,233,750

									1,712,622
Vermont—0.0%
	85,000	VT EDA (Wake Robin Corp.)¹		6.300			03/01/2033		82,583
	678,304	VT Educational & Health Buildings Financing Agency (Marlboro College)¹		2.779			04/01/2019		641,676
	125,000	VT Student Assistance Corp.¹		5.000			03/01/2026		126,630

									850,889
Virginia—1.8%
	2,300,000	Buena Vista, VA Public Recreational Facilities Authority (Golf Course)¹		5.250			07/15/2025		1,920,960
	825,000	Buena Vista, VA Public Recreational Facilities Authority (Golf Course)¹		5.500			07/15/2035		664,876
	625,000	Celebrate, VA North Community Devel. Authority Special Assessment¹		6.750			03/01/2034		426,969
	699,000	Farms New Kent, VA Community Devel. Authority Special Assessment		5.125			03/01/2036		429,605
	3,000,000	Farms New Kent, VA Community Devel. Authority Special Assessment		5.450			03/01/2036		1,841,670

48 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value

Virginia Continued
$	750,000	Farms New Kent, VA Community Devel. Authority Special Assessment		5.800	%		03/01/2036	$	459,923
	25,000	Greensville County, VA IDA (Georgia-Pacific Corp.)¹		5.300			08/01/2014		25,415
	345,000	Manassas Park, VA Economic Devel. Authority¹		6.000			07/15/2035		381,694
	900,000	New Port, VA CDA¹		5.600			09/01/2036		522,972
	3,375,000	Peninsula, VA Town Center Community Devel. Authority Special Obligation¹		6.450			09/01/2037		3,158,966
	820,000	Stafford County & Staunton, VA IDA (Virginia Municipal League/Mt. Rogers)¹		6.500			08/01/2028		832,989
	2,800,000	Stafford County & Staunton, VA IDA (Virginia Municipal League/Mt. Rogers)¹		6.500			08/01/2038		2,796,500
	675,000	Suffolk, VA IDA (Lake Prince Center)¹		5.300			09/01/2031		660,488
	3,500,000	VA Celebrate South CDA Special Assessment		6.250			03/01/2037		2,335,585
	950,000	VA College Building Authority (Regent University)¹		5.000			06/01/2026		979,393
	6,000,000	VA College Building Authority (Regent University)¹		5.000			06/01/2029		6,126,000
	585,000	VA College Building Authority Educational Facilities (Regent University)¹		5.000			06/01/2036		590,171
	3,700,000	VA Small Business Financing Authority (Hampton Roads Proton)¹		9.000			07/01/2039		3,932,693
	11,020,000	VA Tobacco Settlement Authority¹		5.000			06/01/2047		7,078,256
	35,170,000	VA Tobacco Settlement Authority		5.670	⁴		06/01/2047		831,419
	162,770,000	VA Tobacco Settlement Authority		5.770	⁴		06/01/2047		3,253,772
	5,000,000	VA Tobacco Settlement Financing Corp.		5.200			06/01/2046		3,336,750

									42,587,066
Washington—3.1%
	1,000,000	Bremerton, WA Hsg. Authority¹		5.300			06/01/2026		958,270
	4,145,000	Bremerton, WA Hsg. Authority¹		5.500			06/01/2037		3,578,005
	25,000	Pierce County, WA Hsg. Authority¹		5.800			12/01/2023		23,295
	100,000	Port Camas, WA Public Industrial Corp. (James River Corp. of Virginia)¹		6.700			04/01/2023		100,121
	2,410,000	Seattle, WA Hsg. Authority (Gamelin House & Genesee)¹		5.700			11/01/2035		2,363,680
	165,000	Skagit Valley, WA College¹		5.625			11/01/2017		165,380
	140,000	Skagit Valley, WA College¹		5.750			11/01/2023		140,218
	500,000	Vancouver, WA Downtown Redevel. Authority (Conference Center)¹		5.250			01/01/2028		305,740
	1,800,000	Vancouver, WA Downtown Redevel. Authority (Conference Center)¹		5.250			01/01/2034		1,042,452
	60,000	Vancouver, WA Hsg. Authority¹		5.500			03/01/2028		60,108
	4,000,000	Vancouver, WA Hsg. Authority (Springbrook Village Apartments)¹		5.000			03/01/2025		4,446,800

49 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Unaudited / Continued


Principal
Amount			Coupon			Maturity		Value

Washington Continued
$	33,785,000	WA Health Care Facilities Authority (Catholic Health Initiatives)²		6.375	%		10/01/2036	$	39,373,679
	15,000,000	WA Health Care Facilities Authority (Providence Health System-Washington)²		5.250			10/01/2033		16,390,950
	90,000	WA Health Care Facilities Authority (Yakima Valley Memorial Hospital Assoc.)¹		5.250			12/01/2020		89,723
	145,000	WA Health Care Facilities Authority (Yakima Valley Memorial Hospital Assoc.)¹		5.375			12/01/2027		145,716
	10,000	WA HFC (Nickerson Area Properties)¹		5.250			01/01/2023		9,451
	5,000,000	WA Tobacco Settlement Authority (TASC)¹		6.500			06/01/2026		5,221,100
	25,000	WA Tobacco Settlement Authority (TASC)¹		6.625			06/01/2032		26,013
	60,000	White Salmon, WA Water & Sewer¹		6.000			07/01/2015		60,169

									74,500,870
West Virginia—0.2%
	920,000	Brooke County, WV (Bethany College)¹		6.500			10/01/2031		985,458
	1,750,000	Brooke County, WV (Bethany College)¹		6.750			10/01/2037		1,875,090
	500,000	Wheeling, WV Tax Increment (Stone Building Renovation)¹		5.200			06/01/2025		443,880
	1,500,000	Wheeling, WV Tax Increment (Stone Building Renovation)¹		5.500			06/01/2033		1,259,760

									4,564,188
Wisconsin—1.2%
	1,750,000	Sokaogon, WI Chippewa Community (Gaming)³		7.000			01/01/2026		787,518
	5,000,000	WI GO¹		6.000			05/01/2036		5,950,850
	350,000	WI H&EFA (Beloit College)¹		6.125			06/01/2035		370,185
	350,000	WI H&EFA (Beloit College)¹		6.125			06/01/2039		369,121
	5,000	WI H&EFA (Froedert & Community)¹		5.375			10/01/2030		5,057
	280,000	WI H&EFA (Kenosha Hospital & Medical Center)¹		5.625			05/15/2029		281,274
	25,000	WI H&EFA (Marshfield Clinic)¹		6.000			02/15/2025		25,038
	2,140,000	WI H&EFA (Richland Hospital)¹		5.375			06/01/2028		1,968,329
	17,260,000	WI H&EFA (SSM Health Care Corp.)¹		5.250			06/01/2034		18,781,582
	650,000	WI Public Finance Authority (Thomas Jefferson Classical Academy)¹		7.125			07/01/2042		678,717

									29,217,671

Total Municipal Bonds and Notes (Cost $3,000,129,227)									2,758,568,095

Corporate Bonds and Notes—0.0%
	83,847	Delta Air Lines, Inc., Sr. Unsec. Nts.^1,7(Cost $83,008)		8.00			12/01/2015		80,890
Total Investments, at Value (Cost $3,000,212,235)—115.5%									2,758,648,985
Liabilities in Excess of Other Assets—(15.5)									(369,782,207	)

Net Assets—100.0%								$	2,388,866,778

50 | OPPENHEIMER AMT-FREE MUNICIPALS

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 with respect to an inverse floating rate security held by the Fund. The bond was purchased by the Fund and subsequently transferred to a trust, which issued the related inverse floating rate security. See Note 1 of the accompanying Notes.

3.		This security is not accruing income because the issuer has missed an interest payment on it and/or is not anticipated to make future interest and/or principal payments. The rate shown is the original contractual interest rate. See Note 1 of the accompanying Notes.

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

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

6.		This security is accruing partial income at an anticipated effective rate based on expected interest and/or principal payments. The rate shown is the original contractual interest rate.

7.		Received as a result of a corporate action.

8.		Restricted security. The aggregate value of restricted securities as of January 31, 2012 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.		When-issued security or delayed delivery to be delivered and settled after January 31, 2012. See Note 1 of the accompanying Notes.

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, 2012 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	$	—	$	42,062,421	$	—	$	42,062,421
Alaska		—		8,672,361		—		8,672,361
Arizona		—		81,695,162		—		81,695,162

51 | 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
Arkansas	$	—	$	2,288,142	$	—	$	2,288,142
California		—		489,901,594		—		489,901,594
Colorado		—		44,967,903		—		44,967,903
Connecticut		—		5,123,669		—		5,123,669
Delaware		—		6,037,987		—		6,037,987
District of Columbia		—		13,921,804		—		13,921,804
Florida		—		325,679,958		5,861,303		331,541,261
Georgia		—		43,013,472		—		43,013,472
Idaho		—		5,874,215		—		5,874,215
Illinois		—		304,555,829		295		304,556,124
Indiana		—		57,219,206		—		57,219,206
Iowa		—		43,806,122		—		43,806,122
Kansas		—		3,736,437		—		3,736,437
Kentucky		—		185,580		10		185,590
Louisiana		—		47,665,729		—		47,665,729
Maine		—		7,918,480		—		7,918,480
Maryland		—		8,337,000		—		8,337,000
Massachusetts		—		3,069,268		—		3,069,268
Michigan		—		62,620,085		—		62,620,085
Minnesota		—		13,446,525		—		13,446,525
Mississippi		—		5,280,667		—		5,280,667
Missouri		—		70,200,734		—		70,200,734
Montana		—		9,492,343		—		9,492,343
Nebraska		—		5,732,316		—		5,732,316
Nevada		—		83,039,901		—		83,039,901
New Hampshire		—		65,870,855		—		65,870,855
New Jersey		—		56,777,114		—		56,777,114
New Mexico		—		12,984,487		—		12,984,487
New York		—		153,306,591		—		153,306,591
North Carolina		—		543,182		—		543,182
North Dakota		—		40,119		—		40,119
Ohio		—		131,150,407		—		131,150,407
Oklahoma		—		16,639,779		—		16,639,779
Oregon		—		988,607		—		988,607
Pennsylvania		—		28,880,754		—		28,880,754
Rhode Island		—		22,373,112		—		22,373,112
South Carolina		—		27,138,303		—		27,138,303
South Dakota		—		138,823		—		138,823
Tennessee		—		25,979,526		—		25,979,526
Texas		—		187,637,460		—		187,637,460
U.S. Possessions		—		73,279,152		—		73,279,152
Utah		—		1,712,622		—		1,712,622
Vermont		—		850,889		—		850,889

52 | OPPENHEIMER AMT-FREE MUNICIPALS


					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
Virginia	$	—	$	42,587,066	$	—	$	42,587,066
Washington		—		74,500,870		—		74,500,870
West Virginia		—		4,564,188		—		4,564,188
Wisconsin		—		29,217,671		—		29,217,671
Corporate Bonds and Notes		—		80,890		—		80,890

Total Assets	$	—	$	2,752,787,377	$	5,861,608	$	2,758,648,985

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


						Change in
	Value as					unrealized		Net			Value as of
	of July 29,		Realized			appreciation/		purchases			January 31,
	2011^a		gain (loss)			depreciation		(sales)			2012

Assets Table
Investments, at Value:
Municipal Bonds and Notes
Florida	$	5,369,262	$	—		$	507,041	$	(15,000	)	$	5,861,303
Illinois		295		—			—		—			295
Kentucky		10		—			—		—			10
Texas		9,600,000		(283,800	)		400,000		(9,716,200	)		—

Total Assets	$	14,969,567	$	(283,800	)	$	907,041	$	(9,731,200	)	$	5,861,608


a.		July 29, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes.

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:


ARC		Assoc. of Retarded Citizens
AUS		Allegheny United Hospital
BCCC		Botsford Continuing Care Corp.
BGH		Botsford General Hospital
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
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

53 | 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


EPBH		Emma Pendelton Bradley Hospital
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
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
L.I.		Long Island
MCP		Medical College Of Pennsylvania
M-S-R		Modesto Irrigation District of the City of Santa Clara and the City of Redding
MTA		Metropolitan Transportation Authority
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
RIH		Rhode Island Hospital
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
TASC		Tobacco Settlement Asset-Backed Bonds
TAT		The Academy of Tuscson
TC		Travis Corp. (People Care)
TMH		The Miriam Hospital
UC		United Care
VC		VinFen Corp.
VCS		VinFen Clinical Services
YMCA		Young Men’s Christian Assoc.
ZHCC		Zieger Health Care Corp.

See accompanying Notes to Financial Statements.

54 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF ASSETS AND LIABILITIES Unaudited


January 31, 2012

Assets
Investments, at value (cost $3,000,212,235)—see accompanying statement of investments	$	2,758,648,985
Cash		949,639
Receivables and other assets:
Interest		34,539,730
Shares of beneficial interest sold		8,061,158
Investments sold		4,218,238
Other		218,473

Total assets		2,806,636,223

Liabilities
Payables and other liabilities:
Payable for short-term floating rate notes issued (See Note 1)		353,315,000
Investments purchased (including $13,310,000 purchased on a when-issued or delayed delivery basis)		43,328,417
Payable on borrowings (See Note 6)		9,500,000
Shares of beneficial interest redeemed		7,696,225
Dividends		2,952,729
Distribution and service plan fees		433,710
Trustees’ compensation		277,378
Shareholder communications		84,374
Transfer and shareholder servicing agent fees		77,946
Interest expense on borrowings		58
Other		103,608

Total liabilities		417,769,445

Net Assets	$	2,388,866,778


Composition of Net Assets
Par value of shares of beneficial interest	$	354,029
Additional paid-in capital		3,094,293,584
Accumulated net investment income		22,063,127
Accumulated net realized loss on investments		(486,280,712	)
Net unrealized depreciation on investments		(241,563,250	)

Net Assets	$	2,388,866,778

55 | 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 $1,683,908,237 and 249,208,552 shares of beneficial interest outstanding)	$	6.76
Maximum offering price per share (net asset value plus sales charge of 4.75% of offering price)	$	7.10

Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $35,060,044 and 5,216,186 shares of beneficial interest outstanding)	$	6.72

Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $456,580,230 and 67,952,228 shares of beneficial interest outstanding)	$	6.72

Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $213,318,267 and 31,651,971 shares of beneficial interest outstanding)	$	6.74

See accompanying Notes to Financial Statements.

56 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF OPERATIONS Unaudited


For the Six Months Ended January 31, 2012

Investment Income
Interest	$	84,702,664
Other income		3,118

Total investment income		84,705,782

Expenses
Management fees		4,498,165
Distribution and service plan fees:
Class A		1,894,723
Class B		170,116
Class C		2,144,887
Transfer and shareholder servicing agent fees:
Class A		359,983
Class B		21,672
Class C		138,517
Class Y		28,382
Shareholder communications:
Class A		59,226
Class B		2,777
Class C		14,647
Class Y		536
Interest expense and fees on short-term floating rate notes issued (See Note 1)		1,805,630
Borrowing fees		1,219,478
Trustees’ compensation		20,223
Interest expense on borrowings		14,185
Custodian fees and expenses		11,063
Administration service fees		750
Other		420,002

Total expenses		12,824,962
Less waivers and reimbursements of expenses		(3,042	)

Net expenses		12,821,920

Net Investment Income		71,883,862

Realized and Unrealized Gain (Loss)
Net realized loss on investments		(16,928,747	)
Net change in unrealized appreciation/depreciation on investments		180,825,256

Net Increase in Net Assets Resulting from Operations	$	235,780,371

See accompanying Notes to Financial Statements.

57 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENTS OF CHANGES IN NET ASSETS


	Six Months			Year
	Ended			Ended
	January 31, 2012			July 29,
	(Unaudited)			2011¹

Operations
Net investment income	$	71,883,862		$	165,232,815
Net realized loss		(16,928,747	)		(118,906,943	)
Net change in unrealized appreciation/depreciation		180,825,256			28,444,777

Net increase in net assets resulting from operations		235,780,371			74,770,649

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(51,123,861	)		(120,184,044	)
Class B		(951,209	)		(2,213,024	)
Class C		(12,167,836	)		(27,353,642	)
Class Y		(3,975,390	)		(1,016,950	)

		(68,218,296	)		(150,767,660	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(54,403,159	)		(400,260,528	)
Class B		(2,349,507	)		(5,233,445	)
Class C		5,381,165			(83,636,217	)
Class Y		146,929,017			49,466,193

		95,557,516			(439,663,997	)

Net Assets
Total increase (decrease)		263,119,591			(515,661,008	)
Beginning of period		2,125,747,187			2,641,408,195

End of period (including accumulated net investment income of $22,063,127 and $18,397,561, respectively)	$	2,388,866,778		$	2,125,747,187


1.		July 29, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes.

See accompanying Notes to Financial Statements.

58 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF CASH FLOWS Unaudited


For the Six Months Ended January 31, 2012

Cash Flows from Operating Activities
Net increase in net assets from operations	$	235,780,371
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchase of investment securities		(314,378,243	)
Proceeds from disposition of investment securities		214,129,259
Short-term investment securities, net		2,159,648
Premium amortization		1,732,936
Discount accretion		(15,217,300	)
Net realized loss on investments		16,928,747
Net change in unrealized appreciation/depreciation on investments		(180,825,256	)
Change in assets:
Decrease in receivable for securities sold		2,688,185
Decrease in other assets		573,018
Increase in interest receivable		(1,658,676	)
Change in liabilities:
Increase in payable for securities purchased		23,613,943
Decrease in other liabilities		(85,781	)

Net cash used in operating activities		(14,559,149	)

Cash Flows from Financing Activities
Proceeds from bank borrowings		226,800,000
Payments on bank borrowings		(236,100,000	)
Payments on short-term floating rate notes issued		(9,655,000	)
Proceeds from shares sold		426,764,854
Payments on shares redeemed		(372,457,728	)
Cash distributions paid		(20,539,899	)

Net cash provided by financing activities		14,812,227
Net increase in cash		253,078
Cash, beginning balance		696,561

Cash, ending balance	$	949,639

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of reinvestment of dividends and distributions of $46,725,668.
Cash paid for interest on bank borrowings—$15,887.
Cash paid for interest on short-term floating rate notes issued—$1,805,630.

See accompanying Notes to Financial Statements.

59 | OPPENHEIMER AMT-FREE MUNICIPALS

FINANCIAL HIGHLIGHTS


	Six Months			Year			Year
	Ended			Ended			Ended
	January 31, 2012			July 29,			July 30,			Year Ended July 31,
Class A	(Unaudited)			2011¹			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	6.27		$	6.39		$	5.51		$	7.90		$	10.04		$	10.08

Income (loss) from investment operations:
Net investment income²		.22			.46			.45			.50			.53			.51
Net realized and unrealized gain (loss)		.47			(.17	)		.89			(2.37	)		(2.17	)		(.07	)

Total from investment operations		.69			.29			1.34			(1.87	)		(1.64	)		.44

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.20	)		(.41	)		(.46	)		(.52	)		(.50	)		(.48	)

Net asset value, end of period	$	6.76		$	6.27		$	6.39		$	5.51		$	7.90		$	10.04


Total Return, at Net Asset Value³		11.33	%		4.97	%		24.64	%		(23.57	)%		(16.68	)%		4.37	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,683,908		$	1,619,244		$	2,081,580		$	1,447,860		$	1,605,257		$	2,129,928

Average net assets (in thousands)	$	1,582,418		$	1,779,808		$	1,953,017		$	1,234,468		$	1,807,703		$	1,838,511

Ratios to average net assets:⁴
Net investment income		6.79	%		7.39	%		7.12	%		8.67	%		6.05	%		4.93	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		0.75	%		0.74	%		0.71	%		0.76	%		0.71	%		0.71	%
Interest and fees from borrowings		0.11	%		0.13	%		0.23	%		0.92	%		0.20	%		0.08	%
Interest and fees on short-term floating rate notes issued⁵		0.17	%		0.21	%		0.22	%		0.65	%		0.73	%		0.58	%

Total expenses		1.03	%		1.08	%		1.16	%		2.33	%		1.64	%		1.37	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.03	%		1.08	%		1.16	%		2.33	%		1.64	%		1.37	%

Portfolio turnover rate		9	%		30	%		21	%		23	%		60	%		18	%


1.		July 29, 2011 and July 30, 2010 represent the last business days of the Fund’s respective 2011 and 2010 fiscal years. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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

See accompanying Notes to Financial Statements.

60 | OPPENHEIMER AMT-FREE MUNICIPALS


	Six Months			Year			Year
	Ended			Ended			Ended
	January 31, 2012			July 29,			July 30,			Year Ended July 31,
Class B	(Unaudited)			2011¹			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	6.24		$	6.36		$	5.48		$	7.87		$	10.00		$	10.04

Income (loss) from investment operations:
Net investment income²		.19			.40			.39			.45			.46			.42
Net realized and unrealized gain (loss)		.47			(.16	)		.90			(2.38	)		(2.17	)		(.06	)

Total from investment operations		.66			.24			1.29			(1.93	)		(1.71	)		.36

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.18	)		(.36	)		(.41	)		(.46	)		(.42	)		(.40	)

Net asset value, end of period	$	6.72		$	6.24		$	6.36		$	5.48		$	7.87		$	10.00


Total Return, at Net Asset Value³		10.75	%		4.11	%		23.72	%		(24.35	)%		(17.34	)%		3.56	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	35,060		$	34,889		$	41,234		$	28,789		$	35,642		$	54,645

Average net assets (in thousands)	$	33,762		$	37,308		$	37,974		$	26,189		$	43,378		$	57,919

Ratios to average net assets:⁴
Net investment income		5.93	%		6.54	%		6.26	%		7.78	%		5.21	%		4.09	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		1.61	%		1.60	%		1.56	%		1.64	%		1.54	%		1.51	%
Interest and fees from borrowings		0.11	%		0.13	%		0.23	%		0.92	%		0.20	%		0.08	%
Interest and fees on short-term floating rate notes issued⁵		0.17	%		0.21	%		0.22	%		0.65	%		0.73	%		0.58	%

Total expenses		1.89	%		1.94	%		2.01	%		3.21	%		2.47	%		2.17	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.89	%		1.94	%		2.01	%		3.21	%		2.47	%		2.17	%

Portfolio turnover rate		9	%		30	%		21	%		23	%		60	%		18	%


1.		July 29, 2011 and July 30, 2010 represent the last business days of the Fund’s respective 2011 and 2010 fiscal years. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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

See accompanying Notes to Financial Statements.

61 | OPPENHEIMER AMT-FREE MUNICIPALS

FINANCIAL HIGHLIGHTS Continued


	Six Months			Year			Year
	Ended			Ended			Ended
	January 31, 2012			July 29,			July 30,			Year Ended July 31,
Class C	(Unaudited)			2011¹			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	6.24		$	6.36		$	5.48		$	7.87		$	10.00		$	10.04

Income (loss) from investment operations:
Net investment income²		.19			.40			.40			.45			.47			.43
Net realized and unrealized gain (loss)		.47			(.15	)		.89			(2.37	)		(2.17	)		(.07	)

Total from investment operations		.66			.25			1.29			(1.92	)		(1.70	)		.36

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.18	)		(.37	)		(.41	)		(.47	)		(.43	)		(.40	)

Net asset value, end of period	$	6.72		$	6.24		$	6.36		$	5.48		$	7.87		$	10.00


Total Return, at Net Asset Value³		10.79	%		4.18	%		23.82	%		(24.27	)%		(17.29	)%		3.60	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	456,580		$	418,638		$	518,594		$	310,593		$	323,411		$	416,347

Average net assets (in thousands)	$	425,878		$	455,782		$	465,652		$	252,892		$	361,518		$	344,756

Ratios to average net assets:⁴
Net investment income		6.00	%		6.60	%		6.32	%		7.89	%		5.30	%		4.16	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		1.53	%		1.53	%		1.48	%		1.55	%		1.48	%		1.47	%
Interest and fees from borrowings		0.11	%		0.13	%		0.23	%		0.92	%		0.20	%		0.08	%
Interest and fees on short-term floating rate notes issued⁵		0.17	%		0.21	%		0.22	%		0.65	%		0.73	%		0.58	%

Total expenses		1.81	%		1.87	%		1.93	%		3.12	%		2.41	%		2.13	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.81	%		1.87	%		1.93	%		3.12	%		2.41	%		2.13	%

Portfolio turnover rate		9	%		30	%		21	%		23	%		60	%		18	%


1.		July 29, 2011 and July 30, 2010 represent the last business days of the Fund’s respective 2011 and 2010 fiscal years. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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

See accompanying Notes to Financial Statements.

62 | OPPENHEIMER AMT-FREE MUNICIPALS


	Six Months
	Ended			Period
	January 31, 2012			Ended
Class Y	(Unaudited)			July 29, 2011¹

Per Share Operating Data
Net asset value, beginning of period	$	6.26		$	6.19

Income (loss) from investment operations:
Net investment income²		.22			.30
Net realized and unrealized gain		.47			.05

Total from investment operations		.69			.35

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.21	)		(.28	)

Net asset value, end of period	$	6.74		$	6.26


Total Return, at Net Asset Value³		11.31	%		6.03	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	213,319		$	52,976

Average net assets (in thousands)	$	117,186		$	22,067

Ratios to average net assets:⁴
Net investment income		6.88	%		7.47	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		0.50	%		0.54	%
Interest and fees from borrowings		0.11	%		0.10	%
Interest and fees on short-term floating rate notes issued⁵		0.17	%		0.21	%

Total expenses		0.78	%		0.85	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.78	%		0.85	%

Portfolio turnover rate		9	%		30	%


1.		For the period from November 29, 2010 (inception of offering) to July 29, 2011, which represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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

See accompanying Notes to Financial Statements.

63 | 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 Class 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 shares 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.

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

Previous Annual Periods. The last day of the Fund’s fiscal year was the last day the New York Stock Exchange was open for trading. The Fund’s financial statements have been presented through that date to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions.

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

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” observable market inputs other than unadjusted quoted prices 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.

64 | OPPENHEIMER AMT-FREE MUNICIPALS

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 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 current price quotation obtained from an independent pricing service or broker-dealer, 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. As of January 31, 2012, the Manager determined the fair valuation of certain municipal bonds, which do not trade in the market, based on internally developed cash flow models and

65 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

information about the anticipated sale of the underlying properties. The Manager determined the fair valuation of certain municipal bonds based on the residual value of final future payments received from an independent pricing service. Such investments have been classified as Level 3 instruments.

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 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, 2012, the Fund had purchased securities issued on a when-issued or delayed delivery basis as follows:


	When-Issued or Delayed
	Delivery Basis Transactions

Purchased securities	$	13,310,000

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. These securities entail leverage, and their interest rate varies inversely at a multiple of the change in short-term interest rates. As short term interest rates rise, inverse floating rate securities produce less current income. The value of such securities is also more volatile than comparable fixed rate securities.

An inverse floating rate security is created as part of a financial transaction referred to as a “tender option bond” transaction. In most cases, in a tender option bond transaction the Fund purchases and subsequently transfers a fixed rate municipal bond (the “underlying municipal bond”) to a broker dealer (the “sponsor”). The sponsor creates a trust (the “Trust”) into which it deposits the underlying municipal bond. The Trust then issues and sells

66 | OPPENHEIMER AMT-FREE MUNICIPALS

short-term floating rate securities representing a senior interest in the underlying municipal bond to third parties and a residual, subordinate interest in the underlying municipal bond (referred to as an “inverse floating rate security”) to the Fund. The interest rate on the short-term floating rate securities resets periodically, usually weekly, to a prevailing market rate and holders of these securities are granted the option to tender their securities back to the Trust for repurchase at their principal amount plus accrued interest thereon (the “purchase price”) periodically, usually daily or weekly. A remarketing agent for the Trust is required to attempt to re-sell any tendered short term floating rate securities to new investors for the purchase price. If the remarketing agent is unable to successfully re-sell the tendered short term floating rate securities, a liquidity provider to the Trust (typically an affiliate of the sponsor) must contribute cash to the Trust to ensure that the tendering holders receive the purchase price of their securities on the repurchase date.

Because holders of the short term floating rate securities are granted the right to tender their securities to the Trust for repurchase at frequent intervals for the purchase price, with such payment effectively guaranteed by the liquidity provider, the securities generally bear short term rates of interest commensurate with money market instruments. When interest is paid on the underlying municipal bond to the Trust, such proceeds are first used to pay the Trust’s administrative expenses and accrued interest to holders of the short term floating rate securities, with any remaining amounts being paid to the Fund, as the holder of the inverse floating rate security. Accordingly, the amount of such interest on the underlying bond paid to the Fund is inversely related the rate of interest on the short term floating rate securities.

Typically, the terms of an inverse floating rate security grant certain rights to the Fund, as holder. For example, the Fund may have the right upon request to require that the Trust compel a tender of the short term floating rate securities to facilitate the Fund’s acquisition of the underlying municipal bond. Following such a request, the Fund pays the Trust the purchase price of the short term floating rate securities and a specified portion of any market value gain on the underlying municipal bond since its deposit into the Trust, which the Trust uses to redeem the short term floating rate securities. The Trust then distributes the underlying municipal bond to the Fund. Similarly, the Fund may have the right to directly purchase the underlying municipal bond from the Trust by paying to the Trust the purchase price of the short term floating rate securities and a specified portion of any market value gain on the underlying municipal bond since its deposit into the Trust, which the Trust uses to redeem the short term floating rate securities. Through the exercise of either of these rights, the Fund can terminate or “collapse” the Trust, terminate its investment in the related inverse floating rate security and obtain the underlying municipal bond. Additionally, the Fund also typically has the right to exchange with the Trust (i) a principal amount of short term floating rate securities held by the Fund for a corresponding additional principal amount of the inverse floating rate security or (ii) a principal amount of the inverse floating rate security held by the Fund for a corresponding additional principal amount of short term floating rate securities (which are typically then sold to other investors). Through the exercise of this right, the Fund may increase

67 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

(or decrease) the principal amount of short term floating rate securities outstanding, thereby increasing (or decreasing) the amount of leverage provided by the short term floating rate securities to the Fund’s investment exposure to the underlying municipal bond.

The Fund’s investments in inverse floating rate securities involve certain risks. The value of an inverse floating rate security can be more volatile than that of a conventional fixed-rate municipal bond having a similar credit quality and maturity, and should be expected to be more volatile than a direct investment in the related underlying municipal bond because of the effect of leverage provided by the related short term floating rate securities. An inverse floating rate security can be expected to underperform fixed rate municipal bonds when the difference between long term and short term interest rates is decreasing (or is already small) or when long term interest rates are rising, but can be expected to outperform fixed rate municipal bonds when the difference between long term and short term interest rates is increasing (or is already large) or when long term interest rates are falling. Additionally, a tender option bond transaction typically provides for the automatic termination or “collapse” of a Trust upon the occurrence of certain adverse events, usually referred to as “mandatory tender events” or “tender option termination events.” These events may include, among others, a credit ratings downgrade of the underlying municipal bond below a specified level, a decrease in the market value of the underlying municipal bond below a specified amount, a bankruptcy of the liquidity provider or the inability of the remarketing agent to re-sell to new investors short term floating rate securities that have been tendered for repurchase by holders thereof. Following the occurrence of such an event, the underlying municipal bond is generally sold for current market value and the proceeds distributed to holders of the short term floating rate securities and inverse floating rate security, with the holder of the inverse floating rate security generally receiving the proceeds of such sale only after the holders of the short term floating rate securities have received proceeds equal to the purchase price of their securities (and the liquidity provider is generally required to contribute cash to the Trust only in an amount sufficient to ensure that the holders of the short term floating rate securities receive the purchase price of their securities in connection with such termination of the Trust). Following the occurrence of such events, the Fund could potentially lose the entire amount of its investment in the inverse floating rate security.

Finally, the Fund may enter into shortfall/reimbursement agreements with the liquidity provider of certain tender option bond transactions in connection with certain inverse floating rate securities held by the Fund. These agreements commit the Fund to reimburse the liquidity provider to the extent that the liquidity provider must provide cash to a Trust, including following the occurrence of a “mandatory tender event.” In connection with the occurrence of such an event and the termination of the Trust triggered thereby, the shortfall/reimbursement agreement may effectively make the Fund liable for the amount of the difference between the liquidation value of the underlying municipal bond and the purchase price of the short-term floating rate securities issued by the Trust. Under the

68 | OPPENHEIMER AMT-FREE MUNICIPALS

standard terms of a tender option bond transaction, absent such a shortfall/reimbursement agreement, the Fund, as holder of the inverse floating rate security, would not be required to make such a reimbursement payment to the liquidity provider. 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 related inverse floating rate securities, if it deems it appropriate to do so. As of January 31, 2012, the Fund’s maximum exposure under such agreements is estimated at $217,355,000.

When the Fund creates an inverse floating rate security in a tender option bond transaction by purchasing and subsequently transferring an underlying municipal bond to a sponsor for deposit into a Trust, the transaction is considered a secured borrowing for financial reporting purposes. As a result of such accounting treatment, the Fund includes the underlying municipal bond on its Statement of Investments and as an asset on its Statement of Assets and Liabilities (but does not separately include the related inverse floating rate security on either). The Fund also includes a liability on its Statement of Assets and Liabilities equal to the outstanding principal amount and accrued interest on the related short-term floating rate securities issued by the Trust. Interest on the underlying municipal bond is recorded as investment income on the Fund’s Statement of Operations, while interest payable on the related short term floating rate securities is recorded as interest expense. At January 31, 2012, municipal bond holdings with a value of $604,989,795 shown on the Fund’s Statement of Investments are held by such Trusts and serve as the underlying municipal bonds for the related $353,315,000 in short-term floating rate securities issued and outstanding at that date.

At January 31, 2012, the inverse floating rate securities associated with tender option bond transactions accounted for as secured borrowings were as follows:


Principal			Coupon			Maturity
Amount		Inverse Floater¹	Rate²			Date		Value

$	2,000,000	AK HFC ROLs		15.629	%		12/1/33	$	2,027,600
	3,925,000	CA Dept. of Veterans Affairs Home Purchase ROLs³		10.270			12/1/23		4,042,789
	6,670,000	CA Health Facilities Financing Authority (Sutter Health/California Pacific Medical Center Obligated Group) DRIVERS		12.170			11/15/46		7,536,767
	5,000,000	CA Health Facilities Financing Authority ROLs³		17.813			7/1/39		6,977,200
	3,000,000	Chicago, IL Park District (Harbor Facilities) DRIVERS³		8.363			1/1/37		3,645,420
	5,000,000	Chicago, IL Park District (Harbor Facilities) DRIVERS³		8.363			1/1/40		6,051,800
	3,750,000	Clark County, NV Airport ROLs³		17.513			7/1/42		5,607,600
	5,000,000	Clark County, NV Water Reclamation District DRIVERS		15.987			7/1/38		7,275,200
	10,000,000	East Bay, CA Municipal Utility District (Water System) ROLs³		8.114			6/1/36		13,096,600
	3,480,000	FL COP (Dept. of Management Services) DRIVERS		12.162			8/1/28		4,834,903
	4,000,000	Greater Orlando, FL Aviation Authority ROLs³		15.199			10/1/32		5,510,720
	4,000,000	Houston, TX Airport System ROLs³		16.941			7/1/39		5,674,400
	5,000,000	IL Finance Authority (Northwestern Memorial Hospital) DRIVERS		18.593			8/15/39		8,037,400
	3,750,000	IL Finance Authority ROLs		15.920			5/15/29		4,452,900
	12,500,000	IL Metropolitan Pier & Exposition Authority ROLs³		8.450			6/15/50		13,910,750
	7,500,000	IL Metropolitan Pier & Exposition Authority ROLs³		8.986			6/15/50		8,715,150

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

$	3,650,000	MI Hospital Finance Authority ROLs³		19.270	%		12/1/23	$	6,654,534
	11,000,000	NH H&EFA (LRG Healthcare) DRIVERS		8.798			10/1/34		13,412,080
	5,250,000	NH H&EFA ROLs³		22.290			4/1/38		10,129,770
	3,000,000	North Central Texas HFDC (Children’s Medical Center) DRIVERS		17.724			8/15/39		4,408,680
	9,540,000	NY Triborough Bridge & Tunnel Authority ROLs³		8.004			11/15/37		11,282,958
	4,920,000	NYC GO DRIVERS		16.410			4/1/36		7,769,861
	10,000,000	NYC Municipal Water Finance Authority ROLs³		8.114			6/15/36		11,394,000
	2,500,000	Orange County, FL School Board ROLs³		16.701			8/1/34		3,652,200
	3,100,000	Pima County, AZ IDA (Metro Police Facility) DRIVERS		16.212			7/1/39		3,974,944
	4,000,000	Tarrant County, TX Cultural Education Facilities Finance Corp. ROLs³		19.106			11/15/29		6,832,960
	22,000,000	TX Municipal Gas Acquisition & Supply Corp. ROLs³		10.453			12/15/26		31,127,800
	2,625,000	University of California (Regents Medical Center) DRIVERS		15.119			5/15/37		3,369,660
	3,000,000	University of Illinois (Auxiliary Facilities Systems) DRIVERS		17.724			4/1/38		4,523,520
	7,500,000	WA Austin Trust Various States Inverse Certificates		8.298			10/1/33		8,890,950
	11,265,000	WA Health Care Facilities Authority (Catholic Health Initiatives)³		15.089			10/1/36		16,853,679
								$	251,674,795


1.		For a list of abbreviations used in the Inverse Floater table see the Portfolio Abbreviations table at the end of the Statement of Investments.

2.		Represents the current interest rate for the inverse floating rate security.

3.		Represents an inverse floating rate security that is subject to a shortfall/reimbursement agreement.

The Fund may also purchase an inverse floating rate security created as part of a tender option bond transaction when a third party, such as a municipal issuer or financial institution, transfers an underlying municipal bond to a Trust. For financial reporting purposes, the Fund includes the inverse floating rate security related to such transaction on its Statement of Investments and as an asset on its Statement of Assets and Liabilities, and interest on the security is recorded as investment income on the Fund’s Statement of Operations.

The Fund may expose up to 20% of its total assets to the effects of leverage from its investments in inverse floating rate securities. This limitation is measured by comparing the aggregate principal amount of the short term floating rate securities that are related to the inverse floating rate securities from time to time held by the Fund to the total assets of the Fund. The Fund’s exposure to the effects of leverage from its investments in inverse floating rate securities amounts to $353,315,000 or 12.59% of its total assets as of January 31, 2012.

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

70 | OPPENHEIMER AMT-FREE MUNICIPALS

securities that have missed an interest payment, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently miss an interest payment. Information concerning securities not accruing interest as of January 31, 2012 is as follows:


Cost	$	149,407,053
Market Value	$	65,838,480
Market Value as a % of Net Assets		2.76	%

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 29, 2011, the Fund did not utilize any capital loss carry-forward to offset capital gains realized in that fiscal year. Details of the capital loss carry-forwards are included in the table below. Capital loss carryforwards with no expiration, if any, must be utilized prior to those with expiration dates.


Expiring

2016	$	38,527,923
2017		105,610,446
2018		177,767,456
2019		12,340,869
No expiration		136,019,304

Total	$	470,265,998

Capital losses with no expiration will be carried forward to future years if not offset by gains in the remaining six months of the Fund’s fiscal year. When increased by capital loss carryforwards in existence at July 29, 2011, the Fund had estimated capital loss carryforwards of $334,246,694 expiring in 2019 and $136,019,304 which will not expire. During the six months ended January 31, 2012, it is estimated that the Fund will not utilize any capital loss carryforward to offset realized capital gains.

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

71 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

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, 2012 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	$	2,667,505,317	¹

Gross unrealized appreciation	$	197,293,316
Gross unrealized depreciation		(456,666,164	)

Net unrealized depreciation	$	(259,372,848	)


1.		The Federal tax cost of securities does not include cost of $350,516,516, 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, 2012, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:


Projected Benefit Obligations Increased	$	3,876
Payments Made to Retired Trustees		21,351
Accumulated Liability as of January 31, 2012		142,883

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

72 | OPPENHEIMER AMT-FREE MUNICIPALS

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.

73 | OPPENHEIMER AMT-FREE MUNICIPALS

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, 2012						Year Ended July 29, 2011¹
	Shares			Amount			Shares			Amount

Class A
Sold		30,921,546		$	199,046,313			58,818,698		$	364,149,181
Dividends and/or distributions reinvested		5,643,680			36,177,486			11,701,683			71,809,165
Redeemed		(45,578,813	)		(289,626,958	)		(137,800,224	)		(836,218,874	)

Net decrease		(9,013,587	)	$	(54,403,159	)		(67,279,843	)	$	(400,260,528	)


Class B
Sold		398,580		$	2,544,786			917,624		$	5,709,855
Dividends and/or distributions reinvested		112,164			715,066			218,980			1,333,657
Redeemed		(886,945	)		(5,609,359	)		(2,022,582	)		(12,276,957	)

Net decrease		(376,201	)	$	(2,349,507	)		(885,978	)	$	(5,233,445	)


Class C
Sold		6,164,543		$	39,349,065			14,139,006		$	87,210,960
Dividends and/or distributions reinvested		1,256,030			8,007,371			2,559,842			15,604,161
Redeemed		(6,594,025	)		(41,975,271	)		(31,076,219	)		(186,451,338	)

Net increase (decrease)		826,548		$	5,381,165			(14,377,371	)	$	(83,636,217	)


Class Y
Sold		27,762,241		$	177,022,664			9,714,846		$	56,957,014
Dividends and/or distributions reinvested		284,347			1,825,745			146,954			891,593
Redeemed		(4,860,725	)		(31,919,392	)		(1,395,692	)		(8,382,414	)

Net increase		23,185,863		$	146,929,017			8,466,108		$	49,466,193


1.		For the year ended July 29, 2011, for Class A, B and C shares, and for the period from November 29, 2010 (inception of offering) to July 29, 2011 for Class Y shares.

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, 2012, were as follows:


	Purchases		Sales

Investment securities	$	314,378,243	$	214,129,259

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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, 2012, the Fund paid $546,362 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 under each plan. If either the Class B or Class C plan is terminated by the Fund or by the

75 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

4. Fees and Other Transactions with Affiliates Continued 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, 2011 were as follows:


Class B	$	2,102,550
Class C		7,432,771

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

Class A

Class B

Class C

Class A

Contingent

Front-End

Deferred

Sales Charges

Retained by

Six Months Ended

Distributor

January 31, 2012

186,051

49,324

23,240

12,828

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, 2012, the Manager reimbursed the Fund $3,042 for legal costs and fees.

OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for Classes B, C and Y shares to 0.35% of average annual net assets per class; this limit also applied to Class A shares prior to October 1, 2011. Effective October 1, 2011, OFS has voluntarily agreed to limit its fees for Class A shares to 0.30% of average annual net assets of the 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, 2012, 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 reduce the leverage amount of, or 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 the 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 Citibank N.A. which enables it to participate with certain other Oppenheimer funds in a committed, secured borrowing facility that permits borrowings of up to $2.0 billion, collectively, by the Oppenheimer Rochester Funds. 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 (0.2212% as of January 31, 2012). The Fund pays additional fees annually to its lender on its outstanding borrowings to manage and administer the facility and is 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, 2012 equal 0.09% 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, 2012, the Fund had borrowings outstanding at an interest rate of 0.2212%. Details of the borrowings for the six months ended January 31, 2012 are as follows:


Average Daily Loan Balance	$	14,130,435
Average Daily Interest Rate		0.205	%
Fees Paid	$	493,036
Interest Paid	$	15,887

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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 counterparty 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 “counterparty’) 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. The Fund also continues to receive the economic benefit of interest payments received on securities subject to reverse repurchase agreements, in the form of a direct payment from the counterparty. 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, 2012 are included in expenses on the Fund’s Statement of Operations and equal 0.02% 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 counterparty 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 for any outstanding reverse repurchase agreement upon delivery of 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 transaction under the Facility during the six months ended January 31, 2012.

8. Pending Litigation

Since 2009, a number of class action, derivative and individual lawsuits have been pending in federal and state courts against OppenheimerFunds, Inc., the Fund’s investment advisor (the “Manager”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and

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distributor (the “Distributor”), and certain funds—including the Fund—advised by the Manager and distributed by the Distributor (the “Defendant Funds”). Several of these lawsuits also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raise claims under federal securities laws and various states’ securities, consumer protection and common law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. On June 1, 2011, the U.S. District Court for the District of Colorado gave preliminary approval to stipulations and agreements of settlement in certain putative class action lawsuits involving two Defendant Funds, Oppenheimer Champion Income Fund and Oppenheimer Core Bond Fund. On September 30, 2011, the court entered orders and final judgments approving the settlements as fair, reasonable and adequate. Those orders are not subject to further appeal. These settlements do not resolve other outstanding lawsuits relating to Oppenheimer Champion Income Fund and Oppenheimer Core Bond Fund, nor do the settlements affect certain other putative class action lawsuits pending in federal court against the Manager, the Distributor, the Fund and other Defendant Funds and their independent trustees.

In 2009, what are claimed to be derivative lawsuits were filed in New Mexico state court against the Manager and a subsidiary (but not against the Fund) on behalf of the New Mexico Education Plan Trust challenging a settlement reached in 2010 between the Manager, its subsidiary and the Distributor and the board of the New Mexico section 529 college savings plan. 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. On September 9, 2011, the court denied plaintiffs’ request for a hearing to determine the fairness of the settlement, finding that plaintiffs lacked standing to pursue derivative claims on behalf of the Trust. On October 27, 2011, the parties to these actions filed a joint motion to dismiss the lawsuits with prejudice, which the court granted on October 28, 2011.

Other class action and individual lawsuits have been filed since 2008 in various state and federal courts against the Manager and certain of its affiliates by investors seeking to recover investments they allegedly lost as a result of the “Ponzi” scheme run by Bernard L. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC (“BLMIS”). Plaintiffs in these suits allege that they suffered losses as a result of their investments in several funds managed by an affiliate of the Manager and assert 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 awards of attorneys’ fees and litigation expenses. Neither the Distributor, nor any of the Oppenheimer mutual funds, their independent trustees or directors are named as defendants in these lawsuits. None of the Oppenheimer mutual funds invested in any funds or accounts managed by Madoff or BLMIS. On February 28, 2011, a stipulation of partial settlement of three groups of consolidated putative class action lawsuits relating to these matters was filed in the U.S. District Court for the Southern District of New York. On August 19, 2011, the court entered an order and final judgment approving

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NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

8. Pending Litigation Continued

the settlement as fair, reasonable and adequate. In September 2011, certain parties filed notices of appeal from the court’s order approving the settlement. On July 29, 2011, a stipulation of settlement between certain affiliates of the Manager and the Trustee appointed under the Securities Investor Protection Act to liquidate BLMIS was filed in the U.S. Bankruptcy Court for the Southern District of New York to resolve purported preference and fraudulent transfer claims by the Trustee. On September 22, 2011, the court entered an order approving the settlement as fair, reasonable and adequate. In October 2011, certain parties filed notices of appeal from the court’s order approving the settlement. The aforementioned settlements do not resolve other outstanding lawsuits against the Manager and its affiliates relating to BLMIS.

On April 16, 2010, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark IV Funding Limited (“AAArdvark IV”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark IV. Plaintiffs allege breach of contract against the defendants and seek compensatory damages, costs and disbursements, including attorney fees. On July 15, 2011, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark XS. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees.

The Manager believes the lawsuits and appeals described above are without legal merit and, with the exception of actions it has settled, is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to represent the Funds 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 Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits 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 mutual funds.

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CREDIT ALLOCATION Unaudited

This table provides further information regarding the “Unrated” securities category shown in the “Credit Allocation-Credit Rating Breakdown” table located earlier in this report. The third column below titled “Unrated by a NRSRO; Internally Rated by the Manager” shows the credit allocation of Unrated securities as determined by the Fund’s investment adviser, OppenheimerFunds, Inc. (the “Manager”). These internally rated securities are not rated by any nationally recognized statistical rating organization (NRSRO), such as Standard & Poor’s.

The Manager determines the credit allocation of these securities using its own credit analysis to assign ratings using a rating scale or categories similar to that used by S&P. The Manager is not required to, and does not attempt to, employ the same credit analysis process, procedures or methodologies used by S&P or any other NRSRO in assigning a credit rating to an Unrated security. There can be no assurance, nor is it intended, that the Manager’s credit analysis process is consistent or comparable with the credit analysis process that would be used by S&P or any other NRSRO if it were to rate the same security. Securities rated investment-grade or above by the Manager may or may not be the equivalent to an investment grade or above rating assigned by an NRSRO. More information about the Manager’s internal credit analysis process for Unrated (or internally-rated) securities and securities ratings is contained in the Fund’s Prospectus and Statement of Additional Information.

The second column below titled “NRSRO-Rated” shows the ratings by nationally recognized statistical rating organizations (NRSROs), such as Standard & Poor’s. For securities rated by an NRSRO other than S&P, the Manager converts that rating to the equivalent S&P rating. If two or more NRSROs have assigned a rating to a security, the highest rating is used.

The credit allocations below are as of January 31, 2012 and are subject to change. The percentages are based on total assets and the market value of the Fund’s securities as of January 31, 2012 and are subject to change; market value does not include cash. AAA, AA, A, and BBB are investment-grade ratings.


				Unrated by
				a NRSRO;
				Internally
				Rated by
	NRSRO-Rated			the Manager			Total
AAA		9.0	%		0.0	%		9.0	%
AA		20.6			0.3			20.9
A		11.2			0.1			11.3
BBB		14.3			15.6			29.9
BB or lower		16.5			12.4			28.9

Total		71.6	%		28.4	%		100.0	%

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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, Michael Camarella, and 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, 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 lower than its peer group median and average.

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

83 | OPPENHEIMER AMT-FREE MUNICIPALS

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

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, 2012. 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.CALL-OPP (225-5677), (ii) on the Fund’s website at 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.CALL-OPP (225-5677), 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
		Scott S. Cottier, Vice President
		Troy E. Willis, Vice President
		Mark R. DeMitry, Vice President
		Michael L. Camarella, Vice President
		Charles S. Pulire, Vice President
		Richard Stein, Vice President
		Arthur S. Gabinet, Secretary and Chief Legal Officer
		Christina M. Nasta, Vice President and Chief Business Officer
		Mark S. Vandehey, Vice President and Chief Compliance Officer
		Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer

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.

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PRIVACY POLICY NOTICE

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

Information Sources

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

•		Applications or other forms

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

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

•		Your transactions with us, our affiliates or others

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

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

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

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

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

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

Protection of Information

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

Disclosure of Information

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

Right of Refusal

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

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PRIVACY POLICY NOTICE

Internet Security and Encryption

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

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

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

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

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

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

Other Security Measures

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

How You Can Help

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

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds Distributor, Inc., the trustee of OppenheimerFunds Individual Retirement Accounts (IRAs) and the custodian of the OppenheimerFunds 403(b)(7) tax sheltered custodial accounts. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated January 16, 2004. In the event it is updated or changed, we will post an updated notice on our website at 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 oppenheimerfunds.com or call us at 1.800.CALL-OPP (225-5677).

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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

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.

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

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

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

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

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

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

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

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.”

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 1/31/2012, 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: 3/13/2012

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: 3/13/2012


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

Date: 3/13/2012

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