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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-2668

Oppenheimer AMT - Free Municipals

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip code)

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

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

Date of fiscal year end: July 31

Date of reporting period: 07/31/2008

Item 1. Reports to Stockholders.

TOP HOLDINGS AND ALLOCATIONS

Top Ten Categories


Special Assessment	24.3	%
Tobacco—Master Settlement Agreement	20.2
Tax Increment Financing	7.5
Hospital/Health Care	6.5
Multifamily Housing	6.1
Special Tax	5.4
Gas Utilities	3.9
Higher Education	3.5
Education	3.3
Adult Living Facilities	2.8

Portfolio holdings are subject to change. Percentages are as of July 31, 2008, and are based on the total market value of investments.

Credit Allocation


AAA	12.4	%
AA	11.0
A	6.6
BBB	49.0
BB or lower	21.0

Allocations are subject to change. Percentages are as of July 31, 2008, and are dollar-weighted based on the total market value of investments. Market value, the total value of the Fund’s securities, does not include cash. Securities rated by any rating organization are included in the equivalent Standard & Poor’s rating category in the allocation above. The allocation above also includes unrated securities whose ratings have been assigned by the Manager; these unrated securities, currently 50.88% of the Fund’s market value, are deemed comparable in the Manager’s judgment to the rated securities in each category. Credit ratings of AAA, AA, A and BBB and their equivalents denote investment-grade securities.

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TOP HOLDINGS AND ALLOCATIONS

Top Ten States


Florida	26.7	%
Texas	14.2
California	11.7
Ohio	9.1
Georgia	7.4
Illinois	6.7
New Jersey	5.0
Arizona	4.6
Washington	4.5
Missouri	4.2

Portfolio holdings and allocations are subject to change. Percentages are as of July 31, 2008, and are based on net assets.

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FUND PERFORMANCE DISCUSSION

How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund’s performance during its fiscal year ended July 31, 2008, followed by a graphical comparison of the Fund’s performance to an appropriate broad-based market index.

Management’s Discussion of Fund Performance. In a 12-month period marked by significant turbulence in global credit markets and by broad price volatility as investors adjusted their perspectives on risk tolerance, the net asset value (NAV) of Oppenheimer AMT-Free Municipals’ Class A shares fell sharply and the Fund’s total returns were negative. As of July 31, 2008, the Fund nonetheless provided the highest level of tax-free income among its peer funds and more income, on a tax-equivalent basis, than many other fixed-income alternatives. Based on the distribution for the 28-day accrual period ended July 22, 2008, the distribution yield at the end of this reporting period for the Fund’s Class A shares was 6.55% at NAV.

Oppenheimer AMT-Free Municipals distributed dividends of 49.5 cents per Class A share this reporting period, including a small amount of ordinary income. The monthly dividend distribution per Class A share of Oppenheimer AMT-Free Municipals increased to 4.05 cents in September 2007, to 4.1 cents in January 2008 and to 4.3 cents in May 2008. No capital gains were distributed this reporting period.

At the end of this reporting period, the Fund had more than 1,125 holdings and an overall credit quality of BBB-plus. Despite the broad turmoil in the municipal market, which caused widespread declines in NAVs, default rates on municipal bonds in general and in this Fund in particular continue to be extremely low relative to the default rates on other fixed-income instruments. The default rate on investments in this portfolio remained in line with our expectations, and we remain confident in the long-term structural advantages of the Fund’s investments.

As the charts on pages 23 to 25 show, the Fund’s total returns were negative this reporting period as investors grew increasingly concerned about risk and widening credit spreads. Credit spread widening is typically more detrimental to the sectors and types of securities the Fund favors than to our Fund’s benchmark.

In the Highways/Commuter Facilities sector, which comprised less than one-half of 1% of the Fund’s market value on July 31, 2008, one acquisition in particular illustrates how the Fund benefited from its entry into the auction rate securities (ARS) market. An ARS is a long-term municipal security with an interest rate that resets at a specific frequency (typically 7 to 35 days) through an auction process. Many municipal auctions failed this

17 | OPPENHEIMER AMT-FREE MUNICIPALS

FUND PERFORMANCE DISCUSSION

reporting period because bidders were in short supply. These auction failures created financial headaches for investors who bought bonds with the assumption that their investments would remain highly liquid, and they also pushed the short-term rates on some bonds into the double digits. Intrigued by the opportunity to purchase high-yielding bonds, we applied our credit research expertise to the municipal auction inventory and identified some highly attractive bonds with resetting rates. For example, in February 2008, the Fund purchased a bond issued by the CO E-470 Public Highway Authority, which operates the 47-mile toll road that runs along the eastern perimeter of Denver. This bond was attractive because it was insured by MBIA and offered an initial rate of 10%. The bond was called at par in May 2008 and, despite its brief tenure in the portfolio, helped the Fund deliver high levels of tax-free yield to investors this reporting period. By July 31, 2008, billions of dollars of municipal auction rate securities had been refinanced into lower-yielding credit structures, and the municipal auctions became far less attractive to yield-seeking investors. The Fund’s participation in the municipal auctions, we believe, demonstrates the Rochester investment team’s flexibility and responsiveness to evolving market conditions.

During this reporting period, which was characterized by credit spread widening, prices fell on our investments in many credit-sensitive sectors. Credit spreads are said to be widening when the yield difference between higher-rated securities and lower-rated ones increases, causing the prices for BBB-rated, lower-rated and unrated securities to fall more or rise less than the prices of securities with higher ratings.

For example, the Fund continued to maintain sizable holdings in bonds backed by proceeds from the tobacco Master Settlement Agreement (the MSA), the national litigation settlement with U.S. tobacco manufacturers. The Rochester investment team was among the early believers in the structural and yield advantages of these types of bonds, which are backed by state and/or territory proceeds from a national litigation settlement with tobacco manufacturers. To date, MSA payments to the states and territories have been in line with projections made at the outset of this landmark agreement.¹ At the end of this reporting period, MSA-backed tobacco bonds accounted for nearly one-fifth of Fund investments and comprised the Fund’s second largest sector.

1. Bond investments may be vulnerable to economic and/or legislative events that affect issuers in a particular municipal market sector. Annual payments by MSA-participating manufacturers, for example, hinge on many factors, including annual domestic cigarette shipments, inflation and the relative market share of non-participating manufacturers. While consumption has largely been in line with the assumptions used to structure MSA-backed bonds, future MSA payments could be reduced if consumption were to fall more rapidly than originally forecast.

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As they faced considerable pricing pressure this reporting period, MSA-backed tobacco bonds underperformed other securities with similar ratings. The following factors, we believe, were significant: a general widening of credit spreads, to which tobacco bonds are inherently more sensitive; an increase in the national supply of MSA bonds, including a record-setting sale by Ohio’s Buckeye Tobacco Settlement Finance Authority; and Standard & Poor’s announcement about changing its assessment of 11 tobacco bonds to negative watch, from negative outlook. Pricing pressure remained persistent even as Fitch Ratings upgraded the ratings of nearly 240 MSA-backed tobacco bonds. As first announced in January 2008, Fitch raised the majority of these bonds to a rating of BBB-plus, the highest rating it gives for these securities. We believe that the price volatility this reporting period was primarily related to technical issues, not fundamental ones, and that the sector should continue to provide attractive, long-term benefits to our yield-seeking investors.

A pre-refunding of MSA-backed tobacco bonds, for example, provides a particularly good example of the long-term benefits that can accrue to shareholders.²Late in this reporting period, the South Carolina Tobacco Settlement Management Authority announced a pre-refunding of MSA-backed bonds that had been scheduled to mature in 2030. The bonds this Fund held had an average, tax-free yield of 5.77% and were sold at a gain after the pre-refunding was announced. As is our practice, the Fund seeks to minimize the aggregate tax consequences, if any, from these types of transactions. We believe that pre-refundings like this one demonstrate how our yield-oriented investment strategy can result in favorable yields as well as price appreciation for individual bonds, both contributing to a Fund’s total return.

We are also confident that the long-term impact of tobacco-related court cases should remain negligible, even if some headline-induced volatility occurs. The latest headlines, in fact, have been quite favorable. In early April, a three-judge panel in federal appeals court reversed an earlier decision that had granted class-action status to smokers of “light” cigarettes. The panel ruled that individual cases were too distinct from one another to qualify as a “class.” In June, the U.S. Supreme Court announced that it would take a third look at a long-running dispute between the family of a deceased smoker and Philip Morris. Twice before, the Supreme Court has ruled that the punitive damages awarded in Oregon were excessive. The Supreme Court’s recent decision to lower the

2. A pre-refunding involves earmarking the proceeds from a new municipal bond to pay off an earlier bond that is not yet callable; proceeds from the new issue are escrowed in U.S. Government bonds and, because credit or call uncertainty has been eliminated, the original bond’s price generally rises significantly.

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FUND PERFORMANCE DISCUSSION

punitive damages awarded in the Exxon-Valdez case, we believe, bodes well for the tobacco manufacturer. The Philip Morris case is expected to be on the Supreme Court’s fall docket.

In our experience, interest payments and scheduled payments of principal on the tobacco bonds this Fund holds have always been made in a timely manner, and many bonds have repaid principal earlier than their scheduled final maturity. Our confidence in the long-term benefits these bonds can provide is such that we took advantage of market conditions this reporting period to invest in high-yielding MSA-backed securities.

During this reporting period, the Fund increased its diverse holdings in land development bonds (“dirt bonds”), whose proceeds finance the infrastructure requirements of new real estate development. These Special Tax and Special Assessment holdings represented 29.7% of the Fund’s market value as of July 31, 2008. The Fund’s holdings represent a diversity of projects, developers and locations as well as projects at different stages of completion. Our credit analysis during this reporting period confirmed our long-standing belief that the fundamentals in these sectors remain intact, despite the recent challenges in the national housing market and some reports of temporary payment interruptions on these types of bonds.

Carefully researched “dirt bonds,” we believe, can provide significant yield advantages for Fund investors. Interest payments are made using the proceeds from the collected tax or assessment and are on parity with property taxes and senior to any mortgage on the property. Whoever owns the land is responsible for the tax and assessment payments, and these payments have a lien ahead of any mortgage. The value of the land is factored into each bond’s unique structure, and we believe it would be highly unlikely that the value would fall so precipitously and permanently that it would become of no interest to any developer. In our experience, for every financially troubled developer who might have to walk away from a half-built project, there are countless others who are eager to negotiate a better deal with community leaders, resume the work and assume the debt-service obligations.

Recent news reports about languishing housing developments or bankrupt home-building companies have fostered some concerns about the long-term viability of all sorts of real estate-related investments, and the prices in these two sectors have declined. Despite the recent underperformance of these sectors, we remain confident in the structural and yield advantages of the “dirt bonds” this Fund holds. Our recent investments, in particular, we believe should provide significant benefits to shareholders because they offered very competitive yields at attractive prices. In time, we expect the housing crisis will abate and these high-yielding bonds will command higher prices in the market.

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In addition, the Fund included securities in the multifamily housing sectors, which constituted 6.1% of the portfolio’s market value as of July 31, 2008. We believe our multifamily housing bonds represent a good value, because the demand for these types of properties will likely rise as the housing crisis persists. Additionally, the Fund does not invest in the securities created from pools of sub-prime mortgages nor in collateralized debt obligations (CDOs) and thus has no exposure to these credits. The overall credit quality of our housing-sector investments has been unaffected by the developments in the sub-prime mortgage market, but the prices nonetheless fell this reporting period.

During the latter half of this reporting period, many bond insurers faced renewed scrutiny from the credit ratings organizations this reporting period and, as a result, the prices of many insured bonds fell, regardless of the strength of the underlying credit. The bond insurers’ woes were not based on their practice of insuring municipal bonds, which arguably do not need to be insured, but on the insurers’ exposure to sub-prime mortgages. As of July 31, 2008, nearly 7.5% of the Fund’s assets were insured by ACA Financial Guaranty Corporation. In December 2007, after the insurer lost its investment-grade status, the prices of these bonds declined. These assets were quickly re-evaluated by our in-house credit research team. Instead of applying the insurer’s own credit rating to the insured bond, the team gave each insured holding an internal rating based on the actual credit quality of the underlying security. Investors should note that the underlying borrowers for ACA-insured bonds held by the Fund have consistently made their interest and principal payments without any apparent support from the insurer. While news about bond insurers continues to generate headlines, we remain confident in our credit team’s ability to determine which underlying issues meet our standards for creditworthiness and which represent good values for our shareholders.

The Fund continued to invest in municipal inverse-floating-rate securities this reporting period. These are tax-exempt securities whose interest payments move inversely to changes in short-term interest rates. With generally higher tax-free yields than regular fixed-rate bonds of comparable maturity and credit quality, these securities helped the Fund provide higher dividends this reporting period as the yield curve steepened. However, these securities often face greater price volatility than comparable fixed-rate bonds, and the volatility this reporting period detracted from the Fund’s overall performance.

The Fund also invested in percentage of LIBOR notes (PLNs), a type of bond structure that experienced price declines this reporting period when another U.S. financial institution sold a large position at a loss. This move depressed the prices of PLNs across the board even though PLN credit quality, which varies among tax-free issuers, generally

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FUND PERFORMANCE DISCUSSION

remained solid. PLNs are bonds that pay a variable rate based on LIBOR and most are A-rated or better. The PLN structure can deliver attractive levels of tax-free yield. However, in a rare development, municipal yields exceeded Treasury and LIBOR rates this reporting period and, as a result, PLNs detracted from Fund performance. We continue to believe that this type of bond will be a valuable source of revenue once more normal rate relations are in place and, therefore, remain invested in a diverse basket of bonds with this structure.

Our approach to municipal bond investing is flexible and responsive to market conditions; our strategies are intended to balance many different types of risk to reduce overall portfolio risk. Shareholders should note that market conditions during this reporting period did not affect the Fund’s overall investment strategies or cause it to pay any capital gain distributions. In closing, we believe that the Fund’s structure and composition as well as our time-tested strategies will continue to benefit long-term investors through interest rate and economic cycles.

Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares of the Fund held until July 31, 2008. In the case of Class A, Class B and Class C shares, performance is measured over a ten-year period. The Fund’s performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B and Class C shares, and reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results.

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

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

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge for Class A shares, the current maximum initial sales charge of 4.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C shares, the 1% contingent deferred sales charge for the 1-year period. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B uses Class A performance for the period after conversion. See page 26 for further information.

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FUND PERFORMANCE DISCUSSION

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

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

25 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES

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

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

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

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

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

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

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FUND EXPENSES

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

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended July 31, 2008.

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

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FUND EXPENSES Continued

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.


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
Actual	February 1, 2008		July 31, 2008		July 31, 2008
Class A	$	1,000.00	$	908.10	$	7.96
Class B		1,000.00		904.10		11.86
Class C		1,000.00		904.30		11.58

Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.56		8.41
Class B		1,000.00		1,012.48		12.54
Class C		1,000.00		1,012.78		12.23

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Those annualized expense ratios, based on the 6-month period ended July 31, 2008 are as follows:


Class	Expense Ratios
Class A		1.67	%
Class B		2.49
Class C		2.43

The expense ratios reflect reduction to custodian expenses. 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.

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STATEMENT OF INVESTMENTS July 31, 2008


Principal
Amount			Coupon			Maturity		Value
Municipal Bonds and Notes—126.7%
Alabama—0.4%
$	30,000	AL 21st Century Authority Tobacco Settlement¹		5.500	%		12/01/2021	$	28,423
	50,000	AL DCH Health Care Authority (Health Care Facilities)¹		5.000			06/01/2021		50,339
	15,000	AL HFA (Pelican)¹		6.550			03/20/2030		15,014
	1,460,000	AL Space Science Exhibit Finance Authority		6.000			10/01/2025		1,300,334
	35,000	Birmingham, AL Baptist Medical Centers (Baptist Health System)¹		5.625			11/15/2015		35,656
	15,000	Birmingham, AL Baptist Medical Centers (Baptist Health System)¹		5.875			11/15/2024		14,921
	160,000	Birmingham, AL Private Educational Building Authority (Birmingham-Southern College)¹		6.125			12/01/2025		154,846
	15,000	Birmingham, AL Special Care Facilities (Children’s Hospital of Alabama)¹		5.500			06/01/2022		15,174
	90,000	Birmingham, AL Special Care Facilities Financing Authority (Daughters of Charity)¹		5.000			11/01/2025		90,138
	245,000	Cooperative District, AL Fort Deposit		6.000			02/01/2036		217,308
	185,000	Fayette, AL Waterworks¹		5.250			10/01/2016		185,786
	415,000	Greater Montgomery, AL Educational Building Authority (Huntingdon College)		5.100			05/01/2016		411,016
	10,000	Jefferson County, AL Sewer¹		4.500			02/01/2012		7,527
	100,000	Jefferson County, AL Sewer¹		5.000			02/01/2018		74,067
	150,000	Jefferson County, AL Sewer¹		5.000			02/01/2020		110,768
	4,060,000	Jefferson County, AL Sewer¹		5.375			02/01/2027		2,978,457
	35,000	Jefferson County, AL Sewer¹		5.625			02/01/2018		25,936
	280,000	Jefferson County, AL Sewer¹		5.625			02/01/2022		206,410
	15,000	Lauderdale County & Florence, AL Health Care Authority (Coffee Health Group)¹		5.250			07/01/2024		15,218
	15,000	Montgomery, AL Special Care Facilities Financing Authority (Baptist Medical Center)¹		5.375			09/01/2019		15,746
	1,500,000	Tuscaloosa, AL Educational Building Authority (Stillman College)¹		5.000			06/01/2026		1,274,895

									7,227,979

Alaska—1.9%
	10,000	AK HFC¹		5.200			06/01/2021		10,168
	65,000	AK HFC (Veterans Mtg.)		6.150			06/01/2039		65,668
	8,000,000	AK HFC, Series A²		5.000			12/01/2033		7,920,160
	135,000	AK HFC, Series A		6.000			06/01/2049		136,948
	10,000,000	AK HFC, Series C²		5.250			06/01/2032		10,026,150
	750,000	AK Industrial Devel. & Export Authority (Anchorage Sportsplex/Grace Community Church Obligated Group)		6.150			08/01/2031		648,975
	600,000	AK Industrial Devel. & Export Authority Community Provider (Boys & Girls Home)		5.875			12/01/2027		528,540

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STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Alaska Continued
$	500,000	AK Industrial Devel. & Export Authority Community Provider (Boys & Girls Home)		6.000	%		12/01/2036	$	432,395
	14,000,000	AK Northern Tobacco Securitization Corp. (TASC)¹		5.000			06/01/2032		10,603,880
	11,005,000	AK Northern Tobacco Securitization Corp. (TASC)		5.000			06/01/2046		7,798,253

									38,171,137

Arizona—4.6%
	1,000,000	Buckeye, AZ Watson Road Community Facilities District		5.750			07/01/2022		901,830
	1,900,000	Buckeye, AZ Watson Road Community Facilities District		6.000			07/01/2030		1,640,118
	200,000	Centerra, AZ Community Facilities District		5.150			07/15/2031		164,624
	577,950	Central AZ Irrigation & Drain District, Series A		6.000			06/01/2013		578,372
	200,000	Estrella Mountain Ranch, AZ Community Facilities District		5.625			07/15/2025		181,884
	100,000	Estrella Mountain Ranch, AZ Community Facilities District		5.800			07/15/2030		89,146
	527,000	Festival Ranch, AZ Community Facilities District		5.750			07/01/2032		479,032
	595,000	Festival Ranch, AZ Community Facilities District		5.800			07/15/2032		544,407
	250,000	Gladden Farms, AZ Community Facilities District		5.500			07/15/2031		214,688
	800,000	Litchfield Park, AZ Community Facility District		6.375			07/15/2026		794,064
	1,560,000	Maricopa County, AZ IDA (Christian Care Apartments)¹		6.500			01/01/2036		1,514,308
	2,000,000	Maricopa County, AZ IDA (Christian Care Mesa II)¹		6.625			01/01/2034		1,845,220
	500,000	Maricopa County, AZ IDA (Immanuel Campus Care)		8.500			04/20/2041		476,330
	1,500,000	Maricopa County, AZ IDA (Sun King Apartments)¹		6.750			11/01/2018		1,511,610
	785,000	Maricopa County, AZ IDA (Sun King Apartments)¹		6.750			05/01/2031		752,823
	1,035,000	Maricopa County, AZ School District No. 24 (Gila Bend)		5.500			07/01/2022		1,019,630
	200,000	Marley Park, AZ Community Facilities District		5.300			07/15/2031		188,456
	497,000	Merrill Ranch, AZ Community Facilities District No. 1 Special Assessment Lien		5.300			07/01/2030		418,370
	375,000	Palm Valley, AZ Community Facility District No. 3		5.300			07/15/2031		315,236
	980,000	Palm Valley, AZ Community Facility District No. 3		5.800			07/15/2032		874,934
	5,535,000	Phoenix, AZ IDA (Christian Care)¹		5.500			07/01/2035		4,937,995
	500,000	Phoenix, AZ IDA (Espiritu Community Devel. Corp.)		6.250			07/01/2036		456,795
	775,000	Phoenix, AZ IDA (Summit Apartments)¹		6.550			07/20/2037		800,854
	500,000	Pima County, AZ IDA (Arizona Charter School)¹		6.300			07/01/2031		484,950
	1,400,000	Pima County, AZ IDA (Arizona Charter School)¹		6.500			07/01/2023		1,414,070
	1,315,000	Pima County, AZ IDA (Arizona Charter School)¹		6.750			07/01/2031		1,325,428
	2,050,000	Pima County, AZ IDA (Christian Senior Living)¹		5.050			01/01/2037		1,763,472
	500,000	Pima County, AZ IDA (Facility Choice Education & Devel. Corp.)		6.250			06/01/2026		475,980
	750,000	Pima County, AZ IDA (Facility Choice Education & Devel. Corp.)		6.375			06/01/2036		698,865
	1,025,000	Pima County, AZ IDA (Noah Webster Basic School)¹		6.125			12/15/2034		988,592
	500,000	Pima County, AZ IDA (P.L.C. Charter Schools)		6.750			04/01/2036		484,445

F2 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Arizona Continued
$	120,000	Pima County, AZ IDA (Paradise Education Center)¹		5.875	%		06/01/2033	$	103,379
	250,000	Pima County, AZ IDA (Paradise Education Center)¹		6.000			06/01/2036		217,470
	2,845,000	Pima County, AZ IDA (Phoenix Advantage Charter School)		5.600			07/01/2023		2,529,148
	500,000	Pima County, AZ IDA (Sonoran Science Academy)		5.670			12/01/2027		441,575
	650,000	Pima County, AZ IDA (Sonoran Science Academy)		5.750			12/01/2037		551,051
	1,000,000	Pima County, AZ IDA (Valley Academy)¹		6.500			07/01/2038		1,009,750
	500,000	Quail Creek, AZ Community Facilities District		5.550			07/15/2030		435,440
	23,000,000	Salt Verde, AZ Financial Corp.²		5.000			12/01/2037		19,208,335
	29,030,000	Salt Verde, AZ Financial Corp.²		5.500			12/01/2037		24,726,417
	1,000,000	San Luis, AZ Facility Devel. Corp. (Regional Detention Center)		7.000			05/01/2020		903,710
	75,000	Show Low Bluff, AZ Community Facilities District Special Assessment		5.200			07/01/2017		71,963
	1,655,000	Tartesso West, AZ Community Facilities District		5.900			07/15/2032		1,497,163
	3,000,000	Verrado, AZ Community Facilities District No. 1		5.350			07/15/2031		2,554,980
	4,775,000	Verrado, AZ Community Facilities District No. 1¹		6.500			07/15/2027		4,807,852
	1,775,000	Vistancia, AZ Community Facilities District¹		6.750			07/15/2022		1,829,049
	500,000	Westpark, AZ Community Facilities District		5.250			07/15/2031		419,970

									89,643,780

Arkansas—0.2%
	2,550,000	Cave Springs, AR Municipal Property (Creeks Special Sewer District)		6.250			02/01/2038		2,251,089
	50,000	Hot Springs, AR New Public Hsg. Authority¹		5.125			02/01/2011		52,370
	100,000	Independence County, AR Hydroelectric Power¹		5.300			05/01/2033		66,843
	700,000	Pope County, AR Pollution Control (Arkansas Power & Light Company)¹		6.300			11/01/2020		700,154
	15,000	University of Arkansas (Phillips College)¹		5.000			09/01/2017		15,010

									3,085,466

California—11.7%
	1,395,000	Azusa, CA Special Tax Community Facilities District No. 05-1		5.000			09/01/2027		1,176,724
	4,505,000	Azusa, CA Special Tax Community Facilities District No. 05-1		5.000			09/01/2037		3,639,364
	2,220,000	Beaumont, CA Financing Authority, Series B		5.875			09/01/2023		2,211,076
	18,800,000	CA Access to Loans for Learning Student Loan Corp.¹		7.000			01/01/2036		18,317,780
	16,500,000	CA County Tobacco Securitization Agency		5.714	³		06/01/2046		809,325
	7,000,000	CA County Tobacco Securitization Agency		6.500	³		06/01/2046		343,350
	6,000,000	CA County Tobacco Securitization Agency		6.650	³		06/01/2046		273,660
	129,820,000	CA County Tobacco Securitization Agency		6.700	³		06/01/2050		3,910,178
	8,725,000	CA County Tobacco Securitization Agency		7.234	³		06/01/2033		1,243,836
	38,650,000	CA County Tobacco Securitization Agency		7.550	³		06/01/2055		626,130
	8,000,000	CA County Tobacco Securitization Agency		7.750	³		06/01/2046		364,880

F3 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
California Continued
$	2,715,000	CA County Tobacco Securitization Agency (TASC)¹		5.125	%		06/01/2038	$	2,051,020
	4,060,000	CA County Tobacco Securitization Agency (TASC)¹		5.125			06/01/2038		3,067,086
	93,000,000	CA County Tobacco Securitization Agency (TASC)		6.650	³		06/01/2046		3,916,230
	4,335,000	CA Golden State Tobacco Securitization Corp.		5.000			06/01/2036		3,261,524
	23,000,000	CA Golden State Tobacco Securitization Corp. (TASC)²		5.000			06/01/2033		18,020,960
	65,930,000	CA Golden State Tobacco Securitization Corp. (TASC)¹		0.000	⁴		06/01/2037		36,361,054
	5,210,000	CA Golden State Tobacco Securitization Corp. (TASC)¹		5.000			06/01/2033		4,082,087
	24,650,000	CA Golden State Tobacco Securitization Corp. (TASC)		5.125			06/01/2047		18,197,123
	414,000,000	CA Golden State Tobacco Securitization Corp. (TASC)		5.973	³		06/01/2047		18,750,060
	110,000,000	CA Golden State Tobacco Securitization Corp. (TASC)		6.000	³		06/01/2047		4,623,300
	590,000	CA Independent Cities Lease Finance Authority (Morgan Hill-Hacienda Valley)		5.950			11/15/2039		562,246
	2,000,000	Corona-Norco, CA Unified School District Community Facilities District No. 04-1		5.200			09/01/2036		1,734,180
	2,000,000	Corona-Norco, CA Unified School District Public Financing Authority Special Tax		5.000			09/01/2036		1,669,780
	1,000,000	Davis, CA Special Tax Community Facilities District No. 2007-2		5.200			09/01/2027		872,280
	2,000,000	Davis, CA Special Tax Community Facilities District No. 2007-2		5.250			09/01/2037		1,687,660
	970,000	Elk Grove, CA Special Tax Community Facilities District No. 2005-1X		5.250			09/01/2037		557,411
	420,000	Hemet, CA Unified School District		5.050			09/01/2026		361,553
	60,000,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		6.625	³		06/01/2036		6,652,800
	120,000,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		6.750	³		06/01/2047		5,434,800
	360,655,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		7.000	³		06/01/2057		6,704,576
	345,750,000	Inland, CA Empire Tobacco Securitization Authority (TASC)		8.001	³		06/01/2057		4,695,285
	2,345,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 14		6.000			09/01/2027		2,228,735
	5,175,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 14¹		6.150			09/01/2037		4,936,122
	745,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 14		6.200			09/01/2037		711,713
	1,425,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 14		6.200			09/01/2037		1,361,331
	1,200,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 17		5.125			09/01/2025		1,056,552
	1,685,000	Jurupa, CA Community Services District Special Tax Community Facilities District No. 17		5.200			09/01/2036		1,414,221
	1,270,000	Lake Elsinore, CA Special Tax		5.150			09/01/2025		1,158,710
	1,195,000	Lake Elsinore, CA Special Tax		5.250			09/01/2030		1,073,265
	2,450,000	Lake Elsinore, CA Special Tax		5.250			09/01/2035		2,162,297

F4 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
California Continued
$	2,000,000	Los Angeles, CA Regional Airports Improvement Corp. (American Airlines)		7.125	%		12/01/2024	$	1,642,920
	4,175,000	Los Angeles, CA Regional Airports Improvement Corp. (Delta Airlines)		6.350			11/01/2025		3,177,008
	610,000	Menifee, CA Union School District Special Tax		5.000			09/01/2026		521,861
	365,000	Menifee, CA Union School District Special Tax Community Facilities District No. 2006-3		5.000			09/01/2037		296,081
	2,500,000	Modesto, CA Special Tax Community Facilities District No. 4		5.150			09/01/2036		2,082,125
	660,000	Moreno Valley, CA Unified School District Community Facilities District Special Tax No. 2004-3		5.000			09/01/2027		561,238
	1,250,000	Moreno Valley, CA Unified School District Community Facilities District Special Tax No. 2004-3		5.000			09/01/2037		1,013,975
	580,000	Perris, CA Community Facilities District Special Tax No. 2001		5.000			09/01/2026		487,403
	1,605,000	Perris, CA Community Facilities District Special Tax No. 2001		5.000			09/01/2037		1,273,824
	660,000	Perris, CA Community Facilities District Special Tax No. 2005-1		5.000			09/01/2037		533,181
	3,000,000	Redding, CA Electric System COP Linked SAVRS & RIBS¹		6.368	⁵		07/01/2022		3,539,790
	7,000,000	Santa Rosa, CA Rancheria Tachi Yokut Tribe Enterprise¹		6.625			03/01/2018		6,965,210
	13,675,000	Southern CA Tobacco Securitization Authority		6.400	³		06/01/2046		623,717
	47,250,000	Southern CA Tobacco Securitization Authority		7.100	³		06/01/2046		1,989,698
	5,000,000	Southern CA Tobacco Securitization Authority (TASC)¹		5.000			06/01/2037		3,713,600
	870,000	Stockton, CA Public Financing Authority, Series A¹		5.000			09/01/2023		817,269
	2,800,000	Stockton, CA Public Financing Authority, Series A¹		5.250			09/01/2031		2,581,908
	235,000	Temecula Valley, CA Unified School District Community Facilities District No. 2004		5.000			09/01/2037		198,453
	2,000,000	Temecula, CA Public Financing Authority Community Facilities District (Roripaugh)		5.450			09/01/2026		1,389,900
	1,000,000	Temecula, CA Public Financing Authority Community Facilities District (Roripaugh)		5.500			09/01/2036		644,200
	100,000	Victor Valley, CA Union High School District		5.050			09/01/2025		88,705
	1,160,000	Victor Valley, CA Union High School District		5.100			09/01/2035		962,580
	2,025,000	Westside, CA Unified School District Community Facilities District Special Tax No. 2005-2		5.000			09/01/2036		1,647,338

									229,034,248

Colorado—3.4%
	500,000	CO Andonea Metropolitan District No. 2		6.125			12/01/2025		426,330
	1,000,000	CO Andonea Metropolitan District No. 3		6.250			12/01/2035		825,210
	2,800,000	CO Arista Metropolitan District		6.750			12/01/2035		2,499,392
	500,000	CO Beacon Point Metropolitan District		6.125			12/01/2025		434,945
	4,580,000	CO Broomfield Village Metropolitan District No. 2¹		6.250			12/01/2032		4,014,645
	970,000	CO Central Marksheffel Metropolitan District		7.250			12/01/2029		957,953
	7,200,000	CO Compark Business Campus Metropolitan District¹		5.600			12/01/2034		6,650,856

F5 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Colorado Continued
$	500,000	CO Copperleaf Metropolitan District No. 2		5.850	%		12/01/2026	$	410,935
	625,000	CO Copperleaf Metropolitan District No. 2		5.950			12/01/2036		493,350
	500,000	CO Crystal Crossing Metropolitan District		6.000			12/01/2036		402,765
	10,000	CO Deer Creek Metropolitan District¹		5.000			12/01/2026		10,125
	500,000	CO Educational & Cultural Facilities Authority (Banning Lewis Ranch Academy)		6.125			12/15/2035		454,550
	5,000,000	CO Educational & Cultural Facilities Authority (Inn at Auraria)		6.000			07/01/2042		3,678,000
	10,000	CO Educational & Cultural Facilities Authority (University of Northern Colorado)¹		5.000			07/01/2031		9,799
	500,000	CO Elbert and Highway 86 Metropolitan District		5.750			12/01/2036		393,175
	1,000,000	CO Elkhorn Ranch Metropolitan District		6.375			12/01/2035		884,070
	500,000	CO Fallbrook Metropolitan District		5.625			12/01/2026		420,695
	2,435,000	CO Goodman Metropolitan District		12.000			06/01/2019		3,411,727
	10,000	CO Health Facilities Authority (Denver Options)		5.375			02/01/2022		8,894
	30,000	CO Health Facilities Authority (Denver Options)		5.625			02/01/2032		25,893
	30,000	CO Health Facilities Authority (Northern Colorado Medical Center)¹		6.000			05/15/2020		31,162
	500,000	CO Heritage Todd Creek Metropolitan District		5.500			12/01/2037		376,625
	500,000	CO High Plains Metropolitan District		6.250			12/01/2035		412,605
	500,000	CO Horse Creek Metropolitan District		5.750			12/01/2036		405,430
	500,000	CO Huntington Trails Metropolitan District		6.250			12/01/2036		417,095
	1,825,000	CO International Center Metropolitan District No. 3		6.500			12/01/2035		1,499,420
	500,000	CO Liberty Ranch Metropolitan District		6.250			12/01/2036		408,805
	625,000	CO Madre Metropolitan District No. 2		5.500			12/01/2036		461,994
	1,000,000	CO Murphy Creek Metropolitan District No. 3		6.000			12/01/2026		826,270
	2,850,000	CO Murphy Creek Metropolitan District No. 3		6.125			12/01/2035		2,287,638
	2,670,000	CO North Pines Metropolitan District		6.750			12/01/2036		2,545,338
	1,545,000	CO North Range Metropolitan District No. 1		5.000			12/15/2024		1,322,505
	1,250,000	CO North Range Metropolitan District No. 2		5.500			12/15/2018		1,165,125
	500,000	CO North Range Metropolitan District No. 2		5.500			12/15/2037		409,930
	125,000	CO Potomac Farms Metropolitan District		0.000	⁴		12/01/2023		103,101
	750,000	CO Potomac Farms Metropolitan District		7.250			12/01/2037		687,008
	500,000	CO Prairie Center Metropolitan District No. 3		5.250			12/15/2021		449,435
	815,000	CO Prairie Center Metropolitan District No. 3		5.400			12/15/2031		691,112
	750,000	CO Regency Metropolitan District		5.750			12/01/2036		582,660
	20,000	CO Ridges Metropolitan District Mesa County		6.100			10/15/2013		20,059
	1,000,000	CO Serenity Ridge Metropolitan District No. 2		7.500			12/01/2034		749,590
	270,000	CO Silver Dollar Metropolitan District		5.100			12/01/2030		219,359
	500,000	CO Silver Peaks Metropolitan District		5.750			12/01/2036		388,440

F6 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Colorado Continued
$	1,000,000	CO Sorrell Ranch Metropolitan District		6.750	%		12/15/2036	$	776,350
	685,000	CO Tallgrass Metropolitan District		5.250			12/01/2037		543,883
	540,000	CO Tallyns Reach Metropolitan District No. 3		5.100			12/01/2026		466,133
	500,000	CO Traditions Metropolitan District No. 2		5.750			12/01/2036		384,255
	1,580,000	CO Wheatlands Metropolitan District		6.000			12/01/2025		1,328,448
	500,000	CO Wheatlands Metropolitan District		6.125			12/01/2035		405,585
	500,000	CO Wildgrass Metropolitan District		6.200			12/01/2034		447,470
	250,000	CO Woodmen Heights Metropolitan District No. 1		6.750			12/01/2020		225,855
	4,500,000	CO Woodmen Heights Metropolitan District No. 1		7.000			12/01/2030		3,994,065
	10,000,000	Ebert, CO Metropolitan District¹		5.350			12/01/2037		8,832,300
	175,000	Fairplay, CO Sanitation District		5.250			12/15/2031		160,661
	180,000	Jefferson County, CO (Section 14 Metropolitan District)¹		5.000			12/01/2018		178,699
	1,200,000	Kiowa, CO Water and Sewer		5.500			12/01/2030		1,149,348
	3,090,000	Loveland, CO Special Assessment		5.625			07/01/2029		2,720,529
	1,000,000	Northwest CO Metropolitan District No. 3		6.125			12/01/2025		868,140
	1,875,000	Northwest CO Metropolitan District No. 3		6.250			12/01/2035		1,567,369
	30,000	University of Colorado Hospital Authority¹		5.200			11/15/2017		30,200
	20,000	University of Colorado Hospital Authority¹		5.250			11/15/2022		20,013

									66,973,318

Connecticut—0.7%
	75,000	CT Devel. Authority (Church Homes)¹		5.800			04/01/2021		76,624
	1,010,000	CT H&EFA (Bridgeport Hospital)¹		6.625			07/01/2018		1,014,828
	50,000	CT H&EFA (Bridgeport Hospital/Bridgeport Hospital Foundation Obligated Group)¹		5.250			07/01/2015		50,106
	25,000	CT H&EFA (DKH)¹		5.375			07/01/2016		25,056
	220,000	CT H&EFA (DKH/CHHC/HNE Obligated Group)¹		5.375			07/01/2026		220,279
	950,000	CT H&EFA (Hospital for Special Care/HSC Community Services/Foundation of Special Care Obligated Group)¹		5.250			07/01/2027		893,523
	20,000	CT H&EFA (Lawrence & Memorial Hospital)¹		5.000			07/01/2013		20,036
	50,000	CT H&EFA (Middlesex Hospital)¹		5.125			07/01/2017		50,344
	755,000	CT H&EFA (New Britain General Hospital), Series B¹		6.000			07/01/2024		765,963
	10,000	CT H&EFA (Sacred Heart University)¹		5.000			07/01/2028		8,953
	20,000	CT HFA¹		5.200			11/15/2021		20,157
	60,000	CT HFA¹		5.600			06/15/2017		60,661
	3,000,000	Georgetown, CT Special Taxing District		5.125			10/01/2036		2,266,050
	10,150,000	Mashantucket, CT Western Pequot Tribe, Series B¹		5.750			09/01/2027		9,024,467

									14,497,047

F7 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Delaware—0.4%
$	4,000,000	Bridgeville, DE Special Obligation (Heritage Shores)		5.450	%		07/01/2035	$	3,292,440
	255,000	DE EDA (General Motors Corp.)¹		5.600			04/01/2009		247,054
	5,000	DE Health Facilities Authority (Bayhealth Medical Center)¹		5.200			07/01/2029		5,018
	1,000,000	Kent County, DE Student Hsg. (Delaware State University Student Hsg. Foundation)		5.000			07/01/2025		840,590
	630,000	Kent County, DE Student Hsg. (Delaware State University Student Hsg. Foundation)		5.000			07/01/2030		502,620
	2,310,000	Millsboro, DE Special Obligation (Plantation Lakes)		5.450			07/01/2036		1,896,256

									6,783,978

District of Columbia—1.0%
	180,000	District of Columbia Hospital (MH/NRH/MEDE/MRI/MLTCC/MCAS Obligated Group)¹		5.750			08/15/2026		180,261
	720,000	District of Columbia Tobacco Settlement Financing Corp.		6.750			05/15/2040		715,241
	72,125,000	District of Columbia Tobacco Settlement Financing Corp. (TASC)		6.375	³		06/15/2046		3,267,263
	304,205,000	District of Columbia Tobacco Settlement Financing Corp. (TASC)		6.924	³		06/15/2046		14,766,111

									18,928,876

Florida—26.7%
	885,000	Aberdeen, FL Community Devel. District		5.250			11/01/2015		778,915
	1,000,000	Aberdeen, FL Community Devel. District¹		5.500			05/01/2036		762,610
	700,000	Amelia Walk, FL Community Devel. District Special Assessment		5.500			05/01/2037		547,554
	2,000,000	Amelia, FL Concourse Community Devel. District		5.750			05/01/2038		1,559,100
	14,860,000	Arborwood, FL Community Devel. District (Centex Homes)¹		5.250			05/01/2016		13,115,436
	1,165,000	Arlington Ridge, FL Community Devel. District		5.500			05/01/2036		902,537
	6,750,000	Ave Maria Stewardship, FL Community Devel. District¹		5.125			05/01/2038		4,992,435
	1,530,000	Avelar Creek, FL Community Devel. District		5.375			05/01/2036		1,183,746
	435,000	Avignon Villages, FL Community Devel. District⁶		5.300			05/01/2014		277,708
	250,000	Avignon Villages, FL Community Devel. District⁶		5.400			05/01/2037		159,423
	440,000	Bahia Lakes, FL Community Devel. District		5.450			05/01/2037		338,567
	1,620,000	Bainebridge, FL Community Devel. District		5.500			05/01/2038		1,215,535
	65,000	Baker County, FL Hospital Authority		5.300			12/01/2023		58,010
	7,680,000	Bartram Park, FL Community Devel. District¹		5.300			05/01/2035		5,858,534
	1,865,000	Bay Laurel Center, FL Community Devel. District		5.450			05/01/2037		1,464,286
	1,605,000	Baywinds, FL Community Devel. District		5.250			05/01/2037		1,192,467
	1,500,000	Beacon Lakes, FL Community Devel. District Special Assessment		6.000			05/01/2038		1,253,970
	1,200,000	Beacon Lakes, FL Community Devel. District Special Assessment		6.200			05/01/2038		1,003,536

F8 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	1,775,000	Beacon, FL Tradeport Community Devel. District		7.250	%		05/01/2033	$	1,787,283
	5,990,000	Beacon, FL Tradeport Community Devel. District, Series A^1,7		5.625			05/01/2032		5,692,417
	115,000	Bluewaters, FL Community Devel. District Special Assessment		6.000			05/01/2035		112,663
	2,000,000	Boynton Village, FL Community Devel. District Special Assessment		6.000			05/01/2038		1,617,520
	100,000	Brevard County, FL Second Guaranteed Entitlement¹		5.500			11/01/2014		100,255
	25,000	Broward County, FL Educational Facilities Authority (Nova Southeastern University)¹		5.625			04/01/2034		24,191
	2,000,000	Callaway, FL Capital Improvement		5.000			08/01/2026		1,679,720
	5,615,000	Callaway, FL Capital Improvement¹		5.250			08/01/2032		4,629,455
	5,520,000	Callaway, FL Capital Improvement¹		5.250			08/01/2037		4,469,268
	200,000	Cape Coral, FL Health Facilities Authority (Gulf Care)¹		5.625			10/01/2027		193,942
	195,000	Cape Coral, FL Health Facilities Authority (Gulf Care)¹		6.000			10/01/2025		195,043
	1,345,000	Cascades, FL Groveland Community Devel. District		5.300			05/01/2036		901,661
	3,965,000	Century Gardens at Tamiami, FL Community Devel. District (Century Gardens at Tamiami)		6.125			05/01/2012		3,789,668
	6,825,000	Century Gardens at Tamiami, FL Community Devel. District (Century Gardens at Tamiami)¹		6.250			05/01/2037		5,729,519
	350,000	Century Gardens, FL Community Devel. District		5.100			05/01/2037		268,594
	3,500,000	Chapel Creek, FL Community Devel. District Special Assessment		5.500			05/01/2038		2,550,030
	10,000	Charlotte County, FL Utilities¹		5.000			10/01/2023		9,947
	1,500,000	City Center, FL Community Devel. District		6.000			05/01/2038		1,284,330
	1,975,000	Clearwater Cay, FL Community Devel. District		5.500			05/01/2037		1,238,207
	355,000	Clearwater, FL Hsg. Authority (Hamptons at Clearwater)		5.350			05/01/2024		319,127
	3,585,000	Concorde Estates, FL Community Devel. District		5.850			05/01/2035		3,041,622
	1,350,000	Connerton West, FL Community Devel. District		5.125			05/01/2016		1,187,487
	1,685,000	Copperstone, FL Community Devel. District		5.200			05/01/2038		1,205,247
	2,685,000	Cordoba Ranch, FL Community Devel. District Special Assessment		5.550			05/01/2037		2,113,632
	450,000	Coronado, FL Community Devel. District		6.000			05/01/2038		375,305
	4,395,000	Creekside, FL Community Devel. District		5.200			05/01/2038		3,215,734
	400,000	Crestview II, FL Community Devel. District Special Assessment		5.600			05/01/2037		317,260
	875,000	Crosscreek, FL Community Devel. District		5.500			05/01/2017		631,768
	425,000	Crosscreek, FL Community Devel. District		5.600			05/01/2039		277,716
	5,900,000	Cypress Creek of Hillsborough County, FL Community Devel. District¹		5.350			05/01/2037		4,503,883
	125,000	Dade County, FL Aviation (Miami International Airport)¹		5.125			10/01/2027		125,531
	250,000	Dade County, FL GO (Seaport)¹		5.450			10/01/2016		251,138
	1,495,000	Dade County, FL IDA (Miami Cerebral Palsy Residence)		8.000			06/01/2022		1,452,273
	100,000	Dade County, FL Special Obligation¹		5.000			10/01/2035		97,669

F9 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	10,000	Dania, FL Sales Tax¹		5.000	%		10/01/2025	$	10,014
	25,000	Destin, FL Community Redevel. Agency (Town Center Area)		5.300			05/01/2027		21,233
	1,900,000	Double Branch, FL Special Assessment Community Devel. District		6.700			05/01/2034		1,950,198
	1,880,000	Dupree Lakes, FL Community Devel. District		5.375			05/01/2037		1,472,172
	1,035,000	Durbin Crossing, FL Community Devel. District Special Assessment		5.250			11/01/2015		914,122
	10,000	Duval County, FL HFA (CAU Eagles Point North/CAU Cedars Obligated Group)¹		5.650			07/01/2022		10,039
	475,000	East Homestead, FL Community Devel. District		5.000			05/01/2011		453,430
	2,445,000	East Homestead, FL Community Devel. District		5.375			05/01/2036		1,977,663
	1,365,000	East Homestead, FL Community Devel. District		5.450			11/01/2036		1,116,625
	370,000	Easton Park, FL Community Devel. District		5.200			05/01/2037		280,449
	500,000	Enclave at Black Point Marina, FL Community Devel. District		5.200			05/01/2014		443,910
	250,000	Enclave at Black Point Marina, FL Community Devel. District		5.400			05/01/2037		179,708
	50,000	Escambia County, FL Health Facilities Authority (Baptist Manor)¹		5.125			10/01/2019		48,937
	880,000	Fiddler’s Creek, FL Community Devel. District		5.875			05/01/2021		854,577
	7,500,000	Fiddler’s Creek, FL Community Devel. District No. 2		6.000			05/01/2038		6,333,450
	685,000	FL Capital Trust Agency (AHF Florida LLC)		8.125			10/01/2038		627,871
	2,550,000	FL Capital Trust Agency (American Opportunity)¹		5.875			06/01/2038		2,057,340
	5,910,000	FL Capital Trust Agency (Atlantic Hsg. Foundation)¹		7.000			07/15/2032		5,933,522
	1,875,000	FL Capital Trust Agency (Atlantic Hsg. Foundation)		8.260			07/15/2038		1,881,225
	25,000	FL Correctional Private Commission (350 Bed Youthful) COP¹		5.000			08/01/2017		25,045
	240,000	FL Gateway Services Community Devel. District (Sun City Center)		6.500			05/01/2033		244,742
	950,000	FL Principal One Community Devel. District		5.650			05/01/2035		887,357
	60,000	FL State Board of Education¹		5.000			06/01/2024		60,088
	3,960,000	Flora Ridge, FL Educational Facilities Benefit District		5.300			05/01/2037		3,108,679
	2,500,000	Fontainbleau Lakes, FL Community Devel. District		6.000			05/01/2015		2,292,075
	1,000,000	Fontainbleau Lakes, FL Community Devel. District		6.000			05/01/2038		809,750
	1,170,000	Forest Creek, FL Community Devel. District		5.450			05/01/2036		880,097
	5,750,000	Glades, FL Correctional Devel. Corp. (Glades County Detention)¹		7.375			03/01/2030		5,431,738
	10,000,000	Grand Bay at Doral, FL Community Devel. District¹		6.000			05/01/2017		8,765,600
	3,000,000	Grand Bay at Doral, FL Community Devel. District		6.000			05/01/2039		2,309,910
	3,625,000	Greater Lakes/Sawgrass Bay, FL Community Devel. District		5.500			05/01/2038		2,781,644
	3,820,000	Harrison Ranch, FL Community Devel. District		5.300			05/01/2038		2,847,619
	375,000	Hawks Point, FL Community Devel. District		5.300			05/01/2039		271,721
	3,895,000	Heritage Bay, FL Community Devel. District		5.500			05/01/2036		3,007,096
	950,000	Heritage Harbour South, FL Community Devel. District		6.500			05/01/2034		966,017

F10 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	200,000	Heritage Isles, FL Community Devel. District		7.100	%		10/01/2023	$	194,646
	1,235,000	Heritage Plantation, FL Community Devel. District		5.400			05/01/2037		915,259
	10,000	Hialeah, FL Hsg. Authority¹		5.800			06/20/2033		10,272
	315,000	Highland Meadows, FL Community Devel. District Special Assessment, Series A⁶		5.500			05/01/2036		211,541
	10,000	Highlands County, FL Health Facilities Authority (Adventist)¹		5.250			11/15/2028		10,199
	1,140,000	Highlands, FL Community Devel. District		5.000			05/01/2011		1,076,810
	5,700,000	Highlands, FL Community Devel. District¹		5.550			05/01/2036		4,406,670
	745,000	Hillsborough County, FL IDA (Senior Care Group)		6.750			07/01/2029		720,288
	25,000	Hillsborough County, FL IDA (Tampa General Hospital)¹		5.400			10/01/2028		24,786
	25,000	Indian River County, FL Water and Sewer¹		5.250			09/01/2020		25,253
	905,000	Indigo, FL Community Devel. District		5.750			05/01/2036		704,271
	7,885,000	Island at Doral III, FL Community Devel. District Special Assessment¹		5.900			05/01/2035		5,827,015
	10,000	Jacksonville, FL Electric Authority (Water and Sewer)		5.250			10/01/2039		10,027
	35,000	Jacksonville, FL Health Facilities Authority (Daughters of Charity Health Services of Austin)¹		5.250			08/15/2027		35,225
	25,000	Jacksonville, FL Sales Tax¹		5.000			10/01/2030		24,998
	4,005,000	K-Bar Ranch, FL Community Devel. District Special Assessment		5.450			05/01/2036		3,076,281
	5,710,000	Keys Cove, FL Community Devel. District¹		5.500			05/01/2036		4,485,491
	1,200,000	Lake Ashton II, FL Community Devel. District		5.375			05/01/2036		928,428
	240,000	Lake Frances, FL Community Devel. District Special Assessment		5.300			05/01/2037		169,394
	75,000	Lakeland, FL Hospital System (Lakeland Regional Medical Center)¹		5.250			11/15/2025		75,291
	250,000	Lakeside Landings, FL Devel. District		5.500			05/01/2038		184,605
	1,000,000	Landmark at Doral, FL Community Devel. District Special Assessment		5.500			05/01/2038		666,160
	4,500,000	Lee County, FL IDA (Cypress Cove Healthpark)¹		6.750			10/01/2032		4,511,070
	500,000	Legends Bay, FL Community Devel. District		5.500			05/01/2014		458,395
	500,000	Legends Bay, FL Community Devel. District		5.875			05/01/2038		399,515
	2,110,000	Lucaya, FL Community Devel. District		5.375			05/01/2035		1,640,166
	2,500,000	Madeira, FL Community Devel. District		5.250			11/01/2014		2,200,850
	2,500,000	Madeira, FL Community Devel. District		5.450			05/01/2039		1,799,225
	530,000	Madison County, FL Mtg. (Twin Oaks)		6.000			07/01/2025		485,538
	1,775,000	Magnolia Creek, FL Community Devel. District		5.900			05/01/2039		1,411,675
	1,480,000	Magnolia West, FL Community Devel. District Special Assessment		5.350			05/01/2037		1,105,945
	1,925,000	Marsh Harbor, FL Community Devel. District, Series A		5.450			05/01/2036		1,645,779

F11 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	9,290,000	Meadow Pines, FL Community Devel. District Special Assessment¹		6.250	%		05/01/2034	$	8,396,395
	1,605,000	Meadow Woods, FL Community Devel. District Special Assessment		6.050			05/01/2035		1,349,837
	3,015,000	Mediterranea, FL Community Devel. District Special Assessment⁶		5.600			05/01/2037		1,932,404
	2,390,000	Miami Beach, FL Health Facilities Authority (Mt. Sinai Medical Center)¹		6.800			11/15/2031		2,392,032
	50,000	Miami, FL Health Facilities Authority (Catholic Health East)¹		5.250			11/15/2028		49,199
	2,470,000	Midtown Miami, FL Community Devel. District Special Assessment		6.500			05/01/2037		2,281,934
	90,000	Mira Lago West, FL Community Devel. District		5.375			05/01/2036		71,688
	4,260,000	Miromar Lakes, FL Community Devel. District		6.875			05/01/2035		3,887,932
	3,500,000	Miromar Lakes, FL Community Devel. District		7.375			05/01/2032		3,398,465
	3,930,000	Monterey/Congress, FL Community Devel. District Special Assessment		5.375			05/01/2036		3,075,225
	975,000	Monterra, FL Community Devel. District Special Assessment⁶		5.000			11/01/2010		710,180
	1,625,000	Monterra, FL Community Devel. District Special Assessment⁶		5.125			11/01/2014		1,175,298
	740,000	Monterra, FL Community Devel. District Special Assessment⁶		5.500			05/01/2036		532,474
	9,715,000	Moody River, FL Estates Community Devel. District¹		5.350			05/01/2036		7,403,802
	11,300,000	Myrtle Creek, FL Improvement District Special Assessment¹		5.200			05/01/2037		8,368,893
	160,000	Naples, FL Hospital Revenue (Naples Community Hospital)¹		5.250			10/01/2014		160,326
	200,000	Naples, FL Hospital Revenue (Naples Community Hospital)¹		5.500			10/01/2026		200,540
	580,000	Naturewalk, FL Community Devel. District		5.300			05/01/2016		508,590
	500,000	Naturewalk, FL Community Devel. District		5.500			05/01/2038		378,440
	1,000,000	New Port Tampa Bay, FL Community Devel. District		5.300			11/01/2012		651,410
	7,310,000	New Port Tampa Bay, FL Community Devel. District¹		5.875			05/01/2038		4,724,161
	1,800,000	Northern Palm Beach, FL Improvement District		5.350			08/01/2041		1,306,746
	490,000	Oak Creek, FL Community Devel. District Special Assessment		5.800			05/01/2035		431,288
	7,725,000	Oakland, FL Charter School¹		6.950			12/01/2032		7,749,411
	1,345,000	Oakmont Grove, FL Community Devel. District Special Assessment		5.250			05/01/2012		1,228,832
	500,000	Oakmont Grove, FL Community Devel. District Special Assessment		5.400			05/01/2038		348,340
	300,000	Orange County, FL Health Facilities Authority (GF Orlando/CFGH Obligated Group)		8.875			07/01/2021		320,199
	800,000	Orange County, FL Health Facilities Authority (GF Orlando/CFGH Obligated Group)		9.000			07/01/2031		846,640
	250,000	Orange County, FL Health Facilities Authority (Orlando Lutheran Tower)		5.500			07/01/2032		209,145
	375,000	Orange County, FL Health Facilities Authority (Orlando Lutheran Tower)		5.500			07/01/2038		306,671

F12 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	25,000	Orlando & Orange County, FL Expressway Authority¹		5.000	%		07/01/2028	$	24,444
	1,250,000	Palm Bay, FL Educational Facilities (Patriot Charter School)		7.000			07/01/2036		1,203,313
	35,000	Palm Beach County, FL Health Facilities Authority (Boca Raton Community Hospital)¹		5.500			12/01/2021		32,886
	25,000	Palm Beach County, FL Health Facilities Authority (Boca Raton Community Hospital)¹		5.625			12/01/2031		22,252
	2,100,000	Palm Coast Park, FL Community Devel. District Special Assessment		5.700			05/01/2037		1,665,636
	1,425,000	Palm Glades, FL Community Devel. District		4.850			05/01/2011		1,349,432
	2,510,000	Palm Glades, FL Community Devel. District		5.300			05/01/2036		1,926,952
	460,000	Palm River, FL Community Devel. District		5.150			05/01/2013		422,137
	265,000	Palm River, FL Community Devel. District		5.375			05/01/2036		201,228
	4,675,000	Palma Sola Trace, FL Community Devel. District		5.750			05/01/2035		3,862,953
	500,000	Parker Road, FL Community Devel. District		5.350			05/01/2015		444,900
	500,000	Parker Road, FL Community Devel. District		5.600			05/01/2038		381,010
	2,725,000	Parkway Center, FL Community Devel. District, Series A		6.125			05/01/2024		2,417,320
	2,205,000	Parkway Center, FL Community Devel. District, Series A		6.300			05/01/2034		1,886,047
	1,480,000	Pine Ridge Plantation, FL Community Devel. District		5.400			05/01/2037		1,088,762
	100,000	Pinellas County, FL Educational Facilities Authority (Barry University)¹		5.375			10/01/2028		94,297
	820,000	Pinellas County, FL Educational Facilities Authority (Barry University)¹		5.875			10/01/2030		821,681
	14,710,000	Pinellas County, FL Educational Facilities Authority (Eckerd College)¹		5.250			10/01/2029		13,081,603
	1,500,000	Pinellas County, FL Health Facility Authority (St. Mark Village)		5.650			05/01/2037		1,209,225
	435,000	Poinciana West, FL Community Devel. District Special Assessment		6.000			05/01/2037		369,850
	25,000	Port Everglades, FL Authority, Series A¹		5.000			09/01/2016		25,120
	775,000	Port St. Lucie, FL Special Assessment (Peacock & Lowry)		5.350			07/01/2027		653,798
	300,000	Portfino Springs, FL Community Devel. District Special Assessment		5.500			05/01/2038		233,124
	750,000	Portico, FL Community Devel. District		5.450			05/01/2037		578,550
	2,670,000	Portofino Cove, FL Community Devel. District Special Assessment		5.250			05/01/2012		2,509,960
	500,000	Portofino Cove, FL Community Devel. District Special Assessment		5.500			05/01/2038		388,540
	285,000	Portofino Landings, FL Community Devel. District Special Assessment		5.200			05/01/2017		247,511
	1,000,000	Portofino Landings, FL Community Devel. District Special Assessment		5.400			05/01/2038		759,280
	8,700,000	Quarry, FL Community Devel. District¹		5.250			05/01/2016		7,768,926
	710,000	Quarry, FL Community Devel. District		5.250			05/01/2036		551,045

F13 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	46,970,000	Quarry, FL Community Devel. District		5.500	%		05/01/2036	$	36,943,314
	11,190,000	Renaissance Commons, FL Community Devel. District, Series A¹		5.600			05/01/2036		9,125,333
	1,795,000	Reunion East, FL Community Devel. District		5.800			05/01/2036		1,468,202
	6,025,000	Reunion East, FL Community Devel. District, Series A¹		7.375			05/01/2033		6,188,458
	2,440,000	Reunion West, FL Community Devel. District		6.250			05/01/2036		2,084,443
	750,000	Ridgewood Trails, FL Community Devel. District		5.650			05/01/2038		579,458
	2,500,000	River Glen, FL Community Devel. District Special Assessment		5.450			05/01/2038		1,868,175
	1,165,000	Riverwood Estates, FL Community Devel. District Special Assessment⁶		5.350			05/01/2037		720,716
	250,000	Rolling Hills, FL Community Devel. District		5.450			05/01/2037		187,413
	400,000	Santa Rosa Bay, FL Bridge Authority¹		6.250			07/01/2028		346,208
	16,500,000	Sarasota, FL National Community Devel. District Special Assessment		5.300			05/01/2039		11,955,735
	25,000	Seminole County, FL GO¹		5.125			04/01/2010		25,054
	2,290,000	Shingle Creek, FL Community Devel. District		6.100			05/01/2025		2,066,359
	6,350,000	Shingle Creek, FL Community Devel. District¹		6.125			05/01/2037		5,494,338
	2,875,000	Six Mile Creek, FL Community Devel. District		5.875			05/01/2038		2,140,294
	1,265,000	Sonoma Bay, FL Community Devel. District, Series A		5.450			05/01/2036		1,081,512
	1,770,000	South Bay, FL Community Devel. District		5.125			11/01/2009		1,214,592
	2,750,000	South Bay, FL Community Devel. District⁶		5.375			05/01/2013		1,817,283
	5,400,000	South Bay, FL Community Devel. District		5.950			05/01/2036		3,492,666
	75,000	South Lake County, FL Hospital District (Orlando Regional Healthcare System)¹		5.800			10/01/2034		75,374
	1,280,000	South-Dade, FL Venture Community Devel. District		6.125			05/01/2034		1,276,557
	3,000,000	St. John’s Forest, FL Community Devel. District, Series A		6.125			05/01/2034		2,703,150
	400,000	St. Johns County, FL IDA (St. John’s County Welfare Federation)		5.250			10/01/2041		307,472
	990,000	Stonebrier, FL Community Devel. District		5.500			05/01/2037		761,914
	880,000	Stonegate, FL Community Devel. District		6.000			05/01/2024		875,917
	995,000	Stonegate, FL Community Devel. District		6.125			05/01/2034		992,323
	1,055,000	Stoneybrook, FL South Community Devel. District		5.800			05/01/2039		849,570
	730,000	Summerville, FL Community Devel. District		5.500			05/01/2036		533,645
	10,000	Sunrise, FL Utility System¹		5.250			10/01/2019		10,019
	2,000,000	Sweetwater Creek, FL Community Devel. District		5.500			05/01/2038		1,455,400
	2,535,000	Tern Bay, FL Community Devel. District⁶		5.000			05/01/2015		1,530,633
	500,000	Tern Bay, FL Community Devel. District⁶		5.375			05/01/2037		296,510
	4,880,000	Town Center, FL at Palm Coast Community Devel. District¹		6.000			05/01/2036		4,101,445
	245,000	Turnbull Creek, FL Community Devel. District Special Assessment		5.250			05/01/2037		180,207

F14 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	9,590,000	Turnbull Creek, FL Community Devel. District Special Assessment¹		5.800	%		05/01/2035	$	7,760,228
	9,350,000	Two Creeks, FL Community Devel. District¹		5.250			05/01/2037		6,741,818
	25,000	University of South Florida (University Bookstore)¹		5.900			07/01/2010		25,070
	750,000	University Square, FL Community Devel. District		5.875			05/01/2038		652,035
	5,830,000	Verandah East, FL Community Devel. District¹		5.400			05/01/2037		4,513,586
	4,535,000	Verandah, FL Community Devel District		5.250			05/01/2036		3,458,981
	1,085,000	Verano Center, FL Community Devel. District		5.375			05/01/2037		792,625
	9,390,000	Verona Walk, FL Community Devel. District¹		5.375			05/01/2037		7,371,807
	1,000,000	Villa Portofino East, FL Community Devel. District		5.200			05/01/2037		717,950
	1,755,000	Villa Portofino West, FL Community Devel. District		5.350			05/01/2036		1,344,190
	2,565,000	Villa Vizcaya, FL Community Devel. District Special Assessment		5.350			05/01/2017		2,223,650
	420,000	Villa Vizcaya, FL Community Devel. District Special Assessment		5.550			05/01/2039		316,701
	900,000	Village, FL Community Devel. District, Series A		6.100			05/01/2034		903,573
	710,000	Village, FL Community Devel. District, Series A		6.500			05/01/2033		726,792
	1,600,000	Villages of Westport, FL Community Devel. District		5.700			05/01/2035		1,260,976
	7,000,000	Villagewalk of Bonita Springs, FL Community Devel. District¹		5.150			05/01/2038		5,205,200
	5,100,000	Vista, FL Community Devel. District Special Assessment		5.375			05/01/2037		3,928,173
	1,500,000	Waterford Estates, FL Community Devel. District Special Assessment		5.125			05/01/2013		1,314,075
	2,470,000	Waterford Estates, FL Community Devel. District Special Assessment		5.500			05/01/2037		1,642,451
	3,950,000	Watergrass, FL Community Devel. District Special Assessment		4.875			11/01/2010		3,773,277
	1,250,000	Watergrass, FL Community Devel. District Special Assessment		5.125			11/01/2014		1,127,263
	790,000	Watergrass, FL Community Devel. District Special Assessment		5.375			05/01/2039		598,006
	5,815,000	Watergrass, FL Community Devel. District Special Assessment¹		5.500			05/01/2036		4,649,325
	975,000	Waterlefe, FL Community Devel. District Golf Course		8.125			10/01/2025		894,036
	6,835,000	Waters Edge, FL Community Devel. District¹		5.300			05/01/2036		5,253,928
	890,000	Waters Edge, FL Community Devel. District		5.350			05/01/2039		634,953
	250,000	Waters Edge, FL Community Devel. District		5.400			05/01/2039		178,703
	1,785,000	Waterstone, FL Community Devel. District		5.500			05/01/2018		1,560,590
	3,960,000	Wentworth Estates, FL Community Devel. District		5.125			11/01/2012		3,569,900
	3,725,000	Wentworth Estates, FL Community Devel. District		5.625			05/01/2037		2,675,481
	8,420,000	West Palm Beach, FL Community Redevel. Agency²		5.000			03/01/2026		8,322,665
	70,000	West Palm Beach, FL Utility System¹		5.000			10/01/2027		70,000
	1,100,000	West Villages, FL Improvement District		5.350			05/01/2015		973,962
	4,145,000	West Villages, FL Improvement District		5.500			05/01/2037		3,041,062
	3,500,000	West Villages, FL Improvement District		5.500			05/01/2038		2,559,340
	7,450,000	West Villages, FL Improvement District¹		5.800			05/01/2036		5,736,500
	5,055,000	Westridge, FL Community Devel. District		5.800			05/01/2037		3,918,232

F15 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Florida Continued
$	5,925,000	Westside, FL Community Devel. District¹		5.650	%		05/01/2037	$	4,607,399
	690,000	World Commerce, FL Community Devel. District Special Assessment		5.500			05/01/2038		540,967
	5,530,000	World Commerce, FL Community Devel. District Special Assessment¹		6.125			05/01/2035		4,914,400
	2,800,000	World Commerce, FL Community Devel. District Special Assessment		6.500			05/01/2036		2,548,532
	2,250,000	Wyld Palms, FL Community Devel. District		5.400			05/01/2015		1,996,965
	1,465,000	Wyld Palms, FL Community Devel. District		5.500			05/01/2038		1,092,465
	500,000	Zephyr Ridge, FL Community Devel. District⁶		5.250			05/01/2013		329,615
	990,000	Zephyr Ridge, FL Community Devel. District⁶		5.625			05/01/2037		636,610

									525,222,230

Georgia—7.4%
	13,140,000	Athens, GA Area Facilities Corp. COP (Georgia Dept. of Labor)²		5.000			06/15/2037		12,176,247
	270,000	Athens, GA Area Facilities Corp. COP (Georgia Dept. of Labor)¹		5.000			06/15/2037		250,196
	12,990,000	Atlanta, GA Devel. Authority Student Hsg. (ADA/CAU Partners)¹		6.000			07/01/2036		10,954,727
	2,470,000	Atlanta, GA Devel. Authority Student Hsg. (ADA/CAU Partners)		6.250			07/01/2036		2,155,964
	15,000	Atlanta, GA HDC (Bedford Tower)¹		6.250			01/01/2015		15,207
	20,000	Chatham County, GA Hospital Authority (Memorial Health University Medical Center)¹		5.500			01/01/2034		16,779
	10,000	Clark County, GA Hospital Authority (Athens Regional Medical)¹		5.250			01/01/2029		10,065
	50,000	Columbus, GA Building Authority¹		5.500			04/01/2013		50,620
	15,000	Dalton, GA Devel. Authority (Hamilton Health Care System)¹		5.000			08/15/2028		15,008
	30,000	Dalton, GA Devel. Authority (Hamilton Health Care System/Hamilton Medical Center Obligated Group)¹		5.375			08/15/2016		30,365
	20,000	De Kalb County, GA Devel. Authority (General Motors Corp.)¹		6.000			03/15/2021		14,258
	9,330,000	De Kalb County, GA Devel. Authority Public Purpose¹		5.500			12/10/2023		8,473,319
	10,000	De Kalb County, GA Hsg. Authority (Spring Chase Apartments)¹		5.400			11/01/2030		10,047
	3,795,000	East Point, GA (Camp Creek), Series B¹		8.000			02/01/2026		4,055,147
	5,670,000	East Point, GA (Camp Creek), Series B¹		8.000			02/01/2026		6,058,679
	100,000	Fulton County, GA Hospital Authority (Northside Hospital)¹		5.125			10/01/2016		100,189
	10,000	Fulton County, GA Hospital Authority (Northside Hospital)¹		5.375			10/01/2012		10,022
	25,000	GA Hsg. & Finance Authority (Hunters Grove)¹		5.850			01/01/2017		25,164
	22,000,000	GA Main Street Natural Gas²		5.500			09/15/2026		19,168,248

F16 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Georgia Continued
$	13,000,000	GA Main Street Natural Gas²		5.500	%		09/15/2027	$	11,218,038
	5,000,000	GA Main Street Natural Gas²		5.500			09/15/2028		4,282,900
	8,565,000	GA Main Street Natural Gas¹		6.000			07/15/2022		8,048,702
	35,000,000	GA Main Street Natural Gas¹		6.250			07/15/2028		32,660,250
	10,000,000	GA Main Street Natural Gas¹		6.250			07/15/2033		9,066,200
	5,000,000	GA Main Street Natural Gas¹		6.375			07/15/2038		4,575,350
	120,000	GA Municipal Electric Authority, Series A¹		5.000			11/01/2024		120,151
	2,260,000	Northwestern Gwinnett County, GA Facilities Corp.²		5.000			06/15/2021		2,183,228
	900,000	Northwestern Gwinnett County, GA Facilities Corp.²		5.000			06/15/2021		869,427
	4,465,000	Northwestern Gwinnett County, GA Facilities Corp.²		5.000			06/15/2028		4,313,324
	1,770,000	Northwestern Gwinnett County, GA Facilities Corp.²		5.000			06/15/2028		1,709,873
	3,135,000	Northwestern Gwinnett County, GA Facilities Corp.²		5.000			06/15/2029		3,028,504
	5,000	Private Colleges & Universities Authority, GA (Mercer University)¹		5.375			06/01/2031		4,424
	500,000	Savannah, GA EDA (Skidway Health & Living Services)		7.400			01/01/2024		518,530
	20,000	Savannah, GA Resource Recovery Devel. Authority¹		5.100			08/01/2014		20,042
	25,000	Smyrna, GA Hospital Authority (Emory-Adventist Hospital)¹		5.500			08/01/2016		25,058
	30,000	Smyrna, GA Hospital Authority (Emory-Adventist Hospital)		5.500			08/01/2026		30,040
	40,000	Ware County, GA Hospital Authority (Southeast Health Unit)¹		6.625			03/01/2017		41,482

									146,305,774

Hawaii—0.3%
	4,200,000	HI Dept. of Budget & Finance Special Purpose (Kahala Nui)¹		8.000			11/15/2033		4,514,958
	500,000	HI Dept. of Budget & Finance Special Purpose (Kahala Senior Living Community)		7.875			11/15/2023		541,430
	170,000	HI HFDC (Single Family Mtg.)¹		5.450			07/01/2017		173,750

									5,230,138

Idaho—0.9%
	11,520,000	ID Health Facilities Authority (Portneuf Medical Center)¹		5.000			09/01/2035		10,154,189
	65,000	ID Hsg. Agency (Multifamily Hsg.)¹		6.700			07/01/2024		65,057
	15,000	ID Hsg. Agency (Single Family Mtg.)¹		5.800			07/01/2025		15,011
	5,360,000	Pocatello, ID Devel. Authority Revenue Allocation Tax Increment, Series A¹		6.000			08/01/2028		4,806,205
	2,980,000	Twin Falls, ID Urban Renewal Agency, Series A		5.450			08/01/2022		2,758,407

									17,798,869

Illinois—6.7%
	600,000	Annawan, IL Tax Increment (Patriot Renewable Fuels)		5.625			01/01/2018		550,386
	1,825,000	Bedford Park, IL Tax		5.125			12/30/2018		1,695,188
	355,000	Carol Stream, IL Tax (Geneva Crossing)		5.000			12/30/2021		317,601

F17 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Illinois Continued
$	20,035,000	Chicago, IL Board of Education²		5.000	%		12/01/2035	$	20,031,092
	40,000	Chicago, IL GO		5.125			01/01/2029		40,120
	235,000	Chicago, IL Midway Airport, Series B¹		5.000			01/01/2035		228,279
	5,000,000	Chicago, IL O’Hare International Airport (Delta Airlines)		6.450			05/01/2018		3,733,000
	5,000,000	Chicago, IL Tax (Pilsen Redevel.)¹		6.750			06/01/2022		5,209,150
	195,000	Chicago, IL Waterworks¹		5.000			11/01/2025		195,166
	20,000	Cook County, IL (Jewish Federation)¹		6.000			08/15/2022		20,032
	2,400,000	Cook County, IL Community School District GO		7.125			06/01/2024		2,613,960
	957,000	Cortland, IL Special Tax (Sheaffer System)		5.500			03/01/2017		897,188
	270,000	Du Page County, IL Special Service Area No. 31 Special Tax (Monarch Landing)		5.400			03/01/2016		258,252
	320,000	Du Page County, IL Special Service Area No. 31 Special Tax (Monarch Landing)		5.625			03/01/2036		269,779
	1,250,000	Gilberts, IL Special Service Area No. 19 Special Tax (Conservancy)		5.375			03/01/2016		938,613
	1,100,000	Hampshire, IL Special Service Area No. 16 (Crown Devel.-Prairie Ridge)		6.000			03/01/2046		904,783
	2,500,000	Hampshire, IL Special Service Area No. 17 (Crown Devel.-Oakstead)		6.000			03/01/2045		2,058,650
	1,500,000	Hampshire, IL Special Service Area No. 19 (Crown Devel.-Prairie Ridge East)		6.000			03/01/2046		1,233,795
	205,000	IL Devel. Finance Authority (Community Rehabilitation Providers)¹		5.700			07/01/2019		205,910
	10,000	IL Devel. Finance Authority (Geneva School District School 304)¹		6.300			06/01/2010		10,105
	145,000	IL Devel. Finance Authority Pollution Control (Central Illinois Public Service Company)		5.700			08/15/2026		145,222
	500,000	IL Devel. Finance Authority Pollution Control (Illinois Power Company)¹		5.400			03/01/2028		482,870
	1,920,000	IL Finance Authority (Bethel Terrace Apartments)¹		5.125			09/01/2025		1,715,462
	750,000	IL Finance Authority (Franciscan Communities)		5.500			05/15/2027		654,893
	750,000	IL Finance Authority (Franciscan Communities)		5.500			05/15/2037		622,148
	2,000,000	IL Finance Authority (Friendship Village Schaumburg)		5.625			02/15/2037		1,582,460
	500,000	IL Finance Authority (Luther Oaks)		5.700			08/15/2028		437,170
	500,000	IL Finance Authority (Luther Oaks)		6.000			08/15/2039		441,265
	1,000,000	IL Finance Authority (Lutheran Social Services of Illinois/Vesper Management Corp. Obligated Group)		5.125			08/15/2028		800,950
	1,750,000	IL Finance Authority (Noble Network Charter Schools)		5.000			09/01/2027		1,415,155
	2,000,000	IL Finance Authority (Noble Network Charter Schools)		5.000			09/01/2031		1,548,020
	3,495,000	IL Finance Authority (Noble Network Charter Schools)		5.000			09/01/2032		2,684,999
	15,000,000	IL Finance Authority (Resurrection Health Care)²		5.250			05/15/2029		14,200,125

F18 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Illinois Continued
$	3,000,000	IL Finance Authority Student Hsg. (MJH Education Assistance)¹		5.125	%		06/01/2035	$	2,040,510
	30,000	IL GO¹		5.125			12/01/2010		30,064
	15,000	IL GO¹		5.125			12/01/2011		15,029
	10,600,000	IL Health Facilities Authority (Bromenn Healthcare)¹		6.250			08/15/2018		10,627,772
	5,000,000	IL Health Facilities Authority (Covenant Retirement Communities)¹		5.625			12/01/2032		4,873,500
	60,000	IL Health Facilities Authority (Decatur Memorial Hospital)¹		5.375			11/15/2021		60,327
	60,000	IL Health Facilities Authority (EMH/EMHH/EMHS Obligated Group)¹		5.625			01/01/2028		58,920
	10,000	IL Health Facilities Authority (Holy Family Medical Center)¹		5.000			08/15/2027		10,000
	35,000	IL Health Facilities Authority (Holy Family Medical Center)¹		5.125			08/15/2022		35,045
	75,000	IL Health Facilities Authority (Loyola University)¹		5.000			07/01/2024		75,203
	15,000	IL Health Facilities Authority (Northwestern Medical Faculty Foundation)¹		5.125			11/15/2028		15,041
	80,000	IL Health Facilities Authority (Rockford Memorial Hospital/ Rockford Memorial Health Services Corp. Obligated Group)¹		5.000			08/15/2021		80,077
	25,000	IL Health Facilities Authority (Sarah Bush Lincoln Health Center)¹		5.500			02/15/2016		25,123
	85,000	IL Health Facilities Authority (Sarah Bush Lincoln Health Center)¹		5.750			02/15/2022		85,258
	10,500,000	IL Health Facilities Authority (Sinai Health System)²		5.100			08/15/2033		10,310,528
	100,000	IL Metropolitan Pier & Exposition Authority¹		5.250			06/15/2012		100,204
	810,000	IL Metropolitan Pier & Exposition Authority¹		6.500			06/15/2027		811,871
	10,000,000	IL Metropolitan Pier & Exposition Authority (McCormick Place Expansion)²		5.000			12/15/2028		10,072,450
	95,000	Lake County, IL HFC, Series A¹		6.700			11/01/2014		95,181
	1,805,000	Lakemoor Village, IL Special Tax¹		5.000			03/01/2027		1,624,897
	2,725,000	Lincolnshire, IL Special Service Area No. 1 Special Tax (Sedgebrook)		6.250			03/01/2034		2,577,278
	1,455,000	Manhattan, IL Special Service Area Special Tax (Groebe Farm-Stonegate)		6.125			03/01/2040		1,228,689
	180,000	Markham, IL GO¹		5.750			02/01/2028		174,767
	1,250,000	Plano, IL Special Service Area No. 5		6.000			03/01/2036		1,097,425
	495,000	Schaumburg, IL Multifamily Hsg. (Plum Grove)¹		6.050			02/01/2031		513,548
	500,000	Southwestern IL Devel. Authority (Eden Retirement Center)		5.850			12/01/2036		438,060
	6,015,000	Southwestern IL Devel. Authority (Local Government Programming)¹		7.000			10/01/2022		5,686,942
	1,150,000	Southwestern IL Devel. Authority (Village of Sauget)		5.625			11/01/2026		1,017,463
	30,000	Springfield, IL Water¹		5.400			03/01/2015		30,222
	1,000,000	Vernon Hills, IL Tax Increment (Town Center)		6.250			12/30/2026		949,180
	1,000,000	Volo Village, IL Special Service Area (Lancaster Falls)		5.750			03/01/2036		847,590

F19 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Illinois Continued
$	3,998,000	Volo Village, IL Special Service Area (Remington Pointe)		6.450	%		03/01/2034	$	3,739,849
	1,820,000	Yorkville, IL United City Special Services Area Special Tax (Bristol Bay)		5.875			03/01/2036		1,631,120
	1,734,000	Yorkville, IL United City Special Services Area Special Tax (Raintree Village II)		6.250			03/01/2035		1,596,459

									130,717,380

Indiana—1.2%
	4,080,000	Dekalb City, IN Hospital Authority (Dekalb Memorial Hospital)		5.000			08/01/2016		3,754,294
	1,600,000	Hamilton County, IN Redevel. District (Thomas Electrics)		5.100			02/01/2031		1,271,024
	55,000	IN Devel. Finance Authority (USX Corp.)¹		5.600			12/01/2032		51,963
	330,000	IN Devel. Finance Authority (USX Corp.)¹		6.150			07/15/2022		330,099
	45,000	IN Health Facility Financing Authority (Community Hospital of Anderson)¹		6.000			01/01/2023		45,020
	15,000	IN Health Facility Financing Authority (Deaconess Hospital)¹		5.500			03/01/2029		15,037
	20,000	IN Health Facility Financing Authority (Hancock Memorial Hospital & Health Services)¹		6.125			08/15/2017		20,065
	70,000	IN Health Facility Financing Authority (Kings Daughters Hospital Assoc.)¹		5.625			08/15/2027		68,835
	50,000	IN Municipal Power Agency, Series A¹		5.300			01/01/2023		50,011
	10,000	Indianapolis, IN Gas Utility (Distribution System)¹		5.000			08/15/2024		10,000
	70,000	Marion County, IN Convention & Recreational Facilities Authority¹		5.000			06/01/2027		68,988
	55,000	Marion County, IN Convention & Recreational Facilities Authority¹		5.000			06/01/2027		54,205
	4,750,000	North Manchester, IN (Estelle Peabody Memorial Home)¹		7.125			07/01/2022		4,805,148
	65,000	Petersburg, IN Pollution Control (Indianapolis Power & Light Company)¹		5.400			08/01/2017		62,698
	2,250,000	Shelbyville, IN Redevel. District Tax Increment (Central Shelbyville Economic)		6.500			07/01/2022		2,138,355
	240,000	St. Joseph County, IN Economic Devel. (Holy Cross Village Notre Dame)		6.000			05/15/2038		209,429
	100,000	St. Joseph County, IN Economic Devel. (Madison Center)¹		5.500			02/15/2021		99,283
	13,000,000	St. Joseph County, IN Hospital Authority²		2.663	⁵		08/15/2046		9,750,014

									22,804,468

Iowa—2.2%
	400,000	Bremer County, IA Retirement Facilities (Bartels Lutheran)		5.125			11/15/2020		356,860
	700,000	Bremer County, IA Retirement Facilities (Bartels Lutheran)		5.375			11/15/2027		604,870
	1,000,000	Dickinson County, IA Hsg. (Spirit Lake)		5.875			12/01/2036		836,480
	25,000	Hills, IA (Mercy Hospital)¹		5.000			08/15/2028		25,019
	750,000	IA Finance Authority (Amity Fellowserve)		6.500			10/01/2036		692,423

F20 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Iowa Continued
$	400,000	IA Finance Authority (Boys & Girls Home and Family Services)		5.900	%		12/01/2028	$	359,352
	50,000	IA Finance Authority Health Care Facilities (Genesis Medical Center)¹		5.200			07/01/2017		50,094
	500,000	IA Finance Authority Retirement Community (Friendship Haven)		5.750			11/15/2019		479,135
	1,000,000	IA Finance Authority Retirement Community (Friendship Haven)		6.000			11/15/2024		958,320
	900,000	IA Finance Authority Retirement Community (Friendship Haven)		6.125			11/15/2032		836,406
	350,000	IA Finance Authority Senior Hsg. (Bethany Manor)		5.450			11/01/2026		300,654
	500,000	IA Finance Authority Senior Hsg. (Wedum Walnut Ridge)		5.375			06/01/2025		444,540
	46,257,219	IA Tobacco Settlement Authority (TASC)²		5.625			06/01/2046		36,488,478
	405,000	Iowa City, IA Sewer¹		5.500			07/01/2022		405,697
	30,000	Iowa City, IA Sewer¹		5.750			07/01/2021		30,073

									42,868,401

Kansas—0.2%
	1,605,000	Hays, KS Sales Tax		6.000			01/01/2025		1,563,270
	95,000	La Cygne, KS Pollution Control (Kansas Gas & Electric Company)¹		5.100			03/01/2023		95,096
	50,000	Labette County, KS Hospital Revenue		5.750			09/01/2029		46,346
	735,000	Overland Park, KS Transportation Devel. District (Grass Creek)		4.850			09/01/2016		704,542
	2,485,000	Pittsburgh, KS Special Obligation (North Broadway Redevel.)		4.900			04/01/2024		2,125,818

									4,535,072

Kentucky—0.0%
	30,000	Jefferson County, KY Health Facilities (Alliant Health System)¹		5.125			10/01/2027		30,070
	75,000	Jefferson County, KY Health Facilities (University Medical Center)¹		5.250			07/01/2022		75,482
	970,000	Kenton County, KY Airport (Delta Airlines)^6,8,9		8.000			12/01/2015		8,730
	5,000	KY EDFA (Pikeville Medical Center)¹		5.700			02/01/2028		5,049
	215,000	KY EDFA (St. Claire Medical Center)¹		5.625			09/01/2021		215,404
	80,000	KY Hsg. Corp.¹		5.200			07/01/2022		81,418
	15,000	Springfield, KY Educational Devel. (St. Catherine College)		5.750			10/01/2035		14,676

									430,829

Louisiana—1.9%
	10,000	Calcasieu Parish, LA Industrial Devel. Board Pollution Control (Entergy Gulf States)¹		5.450			07/01/2010		10,020
	60,000	Epps, LA COP		8.000			06/01/2018		58,009
	22,975,000	Jefferson Parish, LA Finance Authority (Single Family Mtg.)²		5.250			12/01/2032		23,521,365

F21 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Louisiana Continued
$	2,000,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.250	%		09/01/2018	$	907,800
	35,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.250			09/01/2035		15,643
	3,085,000	LA Local Government EF&CD Authority (Baton Rouge Student Hsg.)		5.500			09/01/2022		1,393,309
	1,000,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		6.000			09/01/2022		971,740
	1,750,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		6.000			09/01/2027		1,646,803
	3,925,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		6.000			09/01/2035		3,572,143
	765,000	LA Local Government EF&CD Authority (Bellemont Apartments)¹		7.500			09/01/2016		766,920
	1,355,000	LA Local Government EF&CD Authority (Capital Projects and Equipment)		6.550			09/01/2025		1,297,927
	25,000	LA Public Facilities Authority (Dillard University)¹		5.300			08/01/2026		25,387
	45,000	LA Public Facilities Authority (Touro Infirmary)¹		5.500			08/15/2019		42,922
	2,500,000	Lakeshore Villages, LA Master Community Devel. District		5.250			07/01/2017		2,237,125
	75,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)¹		5.000			07/15/2027		68,880
	135,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)¹		5.500			07/15/2018		135,050
	290,000	New Orleans, LA Exhibit Hall Special Tax (Ernest N. Morial)¹		5.600			07/15/2025		290,629
	40,000	Orleans Parish, LA Parishwide School District¹		5.125			09/01/2018		40,024
	20,000	Orleans Parish, LA Parishwide School District¹		5.375			09/01/2021		20,010
	25,000	Orleans Parish, LA School Board		5.300			09/01/2013		25,025
	170,000	Orleans Parish, LA School Board		5.375			09/01/2018		170,077
	300,000	Pointe Coupee Parish, LA Pollution Control (Gulf State Utilities Company)¹		6.700			03/01/2013		299,982
	500,000	St. Tammany Parish, LA Hospital Service District (St. Tammany Parish Hospital)		5.000			07/01/2022		459,890
	25,000	Terrebonne Parish, LA Hospital Service District No. 1 (Terrebonne General Medical Center)¹		5.375			04/01/2028		25,162
	175,000	West Feliciana Parish, LA Pollution Control (Entergy Gulf States)⁸		7.000			11/01/2015		175,865

									38,177,707

Maryland—0.5%
	10,000	Baltimore, MD Wastewater		5.125			07/01/2042		9,950
	250,000	Frederick, MD (Carrollton Apartments)¹		5.850			03/01/2028		259,740
	25,000	MD EDC Student Hsg. (Allegheny College Hsg.)		5.750			09/01/2020		23,495
	40,000	MD EDC Student Hsg. (Allegheny College Hsg.)		6.000			09/01/2032		35,142
	4,900,000	MD EDC Student Hsg. (Bowie State University)¹		5.375			06/01/2033		3,897,950

F22 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Maryland Continued
$	620,000	MD EDC Student Hsg. (Collegiate Hsg. Foundation)¹		5.750	%		06/01/2029	$	597,017
	520,000	MD EDC Student Hsg. (Collegiate Hsg. Foundation)¹		6.000			06/01/2030		510,338
	50,000	MD EDC Student Hsg. (Morgan State University)¹		6.000			07/01/2034		45,634
	2,000,000	MD EDC Student Hsg. (University of Maryland)¹		5.625			10/01/2023		1,752,920
	65,000	MD EDC Student Hsg. (University Village at Sheppard Pratt)		6.000			07/01/2033		59,409
	625,000	MD H&HEFA (Edenwald)		5.200			01/01/2024		571,313
	200,000	MD H&HEFA (Edenwald)		5.400			01/01/2031		177,982
	200,000	MD H&HEFA (Edenwald)		5.400			01/01/2037		174,072
	65,000	MD H&HEFA (Johns Hopkins Hospital)¹		5.375			07/01/2020		65,131
	20,000	MD H&HEFA (Medstar Health)¹		5.500			08/15/2033		19,418
	1,000,000	Prince Georges County, MD Special District (Victoria Falls)		5.250			07/01/2035		803,960
	750,000	Salisbury, MD Special Obligation (Villages at Aydelotte Farm)		5.250			01/01/2037		577,350

									9,580,821

Massachusetts—0.8%
	60,000	Boston, MA Industrial Devel. Financing Authority (Boston Alzheimer’s Center)¹		5.900			02/01/2022		60,583
	100,000	MA Devel. Finance Agency (Boston Biomedical Research)¹		5.750			02/01/2029		92,475
	260,000	MA Devel. Finance Agency (Evergreen Center)¹		5.500			01/01/2035		223,007
	50,000	MA Devel. Finance Agency (Northern Berkshire Community Services)		6.250			08/15/2029		48,465
	350,000	MA Devel. Finance Agency (Orchard Cove)¹		5.250			10/01/2037		288,568
	3,325,000	MA Devel. Finance Agency (Pacific Rim Charter Public School)		5.125			06/01/2031		2,678,653
	25,000	MA H&EFA (Beverly Hospital Corp.)¹		5.250			07/01/2023		25,036
	12,040,000	MA H&EFA (Emerson Hospital)¹		5.000			08/15/2025		10,613,501
	1,400,000	MA H&EFA (Nichols College)¹		6.125			10/01/2029		1,402,646
	200,000	MA H&EFA (Schepens Eye Research Institute)		6.500			07/01/2028		189,636
	60,000	MA H&EFA (VC/TC/FRS/VCS Obligated Group)¹		5.300			11/15/2028		51,731
	270,000	MA Industrial Finance Agency (Avon Associates)¹		5.375			04/01/2020		271,590
	20,000	MA Turnpike Authority, Series A		5.000			01/01/2039		19,214
	100,000	MA Turnpike Authority, Series B¹		5.125			01/01/2023		100,703

									16,065,808

Michigan—0.9%
	30,000	Clare County, MI Sewer Disposal System		5.850			11/01/2021		30,992
	10,000	Detroit, MI Local Devel. Finance Authority¹		5.500			05/01/2021		8,660
	200,000	Flint, MI Hospital Building Authority (Hurley Medical Center)¹		5.375			07/01/2018		184,238
	130,000	Flint, MI Hospital Building Authority (Hurley Medical Center)¹		5.375			07/01/2028		108,393
	2,350,000	Grand Traverse Academy, MI Public School Academy¹		4.625			11/01/2027		1,810,840
	1,000,000	Grand Traverse Academy, MI Public School Academy¹		4.750			11/01/2032		754,630

F23 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Michigan Continued
$	500,000	Grand Traverse Academy, MI Public School Academy		5.000	%		11/01/2022	$	429,065
	50,000	Howell, MI Public Schools¹		5.000			05/01/2025		50,602
	5,000	Kalamazoo, MI Hospital Finance Authority (Bronson Methodist Hospital)¹		5.250			05/15/2018		5,059
	2,175,000	MI Hospital Finance Authority (Detroit Medical Center Obligated Group)¹		5.250			08/15/2027		1,945,886
	10,000	MI Hospital Finance Authority (OHC/OUH Obligated Group)¹		5.000			08/15/2018		10,116
	75,000	MI Hospital Finance Authority (OHC/OUH Obligated Group)¹		5.000			08/15/2031		74,693
	25,000	MI Hospital Finance Authority (Pontiac Osteopathic Hospital)¹		6.000			02/01/2014		25,018
	265,000	MI Hospital Finance Authority (Port Huron Hospital/Marwood Manor Nursing Home)¹		5.500			07/01/2015		265,607
	10,000	MI Hospital Finance Authority (Sisters of Mercy Health System)¹		5.250			08/15/2021		10,014
	15,000	MI Hsg. Devel. Authority (Walled Lake Villa)¹		6.000			04/15/2018		15,303
	2,325,000	MI Job Devel. Authority Pollution Control (General Motors Corp.)¹		5.550			04/01/2009		2,252,553
	340,000	MI John Tolfree Health System Corp.¹		6.000			09/15/2023		328,991
	150,000	MI Public Educational Facilities Authority (Black River School)		5.800			09/01/2030		137,198
	1,155,000	MI Public Educational Facilities Authority (Old Redford Academy)¹		6.000			12/01/2035		1,073,861
	7,201,527	MI Strategic Fund Limited Obligation (Wolverine Human Services)¹		5.850			08/31/2027		6,468,700
	250,000	Monroe County, MI Hospital Finance Authority (Mercy Memorial Hospital Corp.)¹		5.500			06/01/2035		191,268
	120,000	Mount Clemens, MI Hsg. Corp. (FHA Section 8), Series A¹		6.600			06/01/2022		123,282
	40,000	Northern MI University¹		5.000			12/01/2025		40,178
	15,000	Oakland County, MI Sewer Disposal (White Lake Township)¹		6.000			05/01/2013		15,217
	450,000	Plymouth, MI Educational Center Charter School (Public School Academy)¹		5.375			11/01/2030		392,499
	1,325,000	Plymouth, MI Educational Center Charter School (Public School Academy)¹		5.625			11/01/2035		1,174,626
	405,000	Pontiac, MI Tax Increment Finance Authority		6.250			06/01/2022		347,040
	40,000	Royal Oak, MI Hospital Finance Authority (William Beaumont Hospital)¹		5.250			11/15/2031		40,080
	10,000	Royal Oak, MI Hospital Finance Authority (William Beaumont Hospital)¹		5.250			11/15/2035		9,985
	100,000	Wayne County, MI Building Authority¹		5.250			06/01/2016		100,212
									18,424,806

F24 | OPPENHEIMER AMT-FREE MUNICIPALS



Principal
Amount			Coupon			Maturity		Value
Minnesota—0.7%
$	885,000	Columbia Heights, MN EDA Tax Increment (Huset Park Area Redevel.)		5.375	%		02/15/2032	$	734,789
	600,000	Cottage Grove, MN Senior Hsg.		6.000			12/01/2046		562,152
	750,000	Minneapolis, MN Tax Increment (St. Anthony Falls)		5.750			02/01/2027		697,193
	1,000,000	Mound, MN Hsg. & Redevel. Authority (Metroplaines)		5.000			02/15/2027		930,660
	250,000	Pine City, MN Health Care & Hsg. (North Branch)		6.000			10/20/2036		227,185
	400,000	Pine City, MN Health Care & Hsg. (North Branch)		6.125			10/20/2047		361,228
	1,615,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)		5.000			02/01/2031		1,303,838
	250,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)		5.375			08/01/2021		232,513
	1,500,000	St. Anthony, MN Hsg. & Redevel. Authority (Silver Lake Village)		5.625			02/01/2031		1,321,860
	300,000	St. Paul, MN Hsg. & Redevel. Authority (Great Northern Lofts)		6.250			03/01/2029		293,361
	6,976,000	St. Paul, MN Hsg. & Redevel. Authority (Upper Landing)¹		7.000			03/01/2029		7,162,748
	520,000	St. Paul, MN Port Authority (Great Northern)		6.000			03/01/2030		472,961

									14,300,488

Mississippi—0.1%
	80,000	Gulfport, MS Hospital Facility (Memorial Hospital at Gulfport)¹		5.750			07/01/2031		79,693
	35,000	Gulfport, MS Hospital Facility (Memorial Hospital at Gulfport)¹		6.200			07/01/2018		35,105
	60,000	Lowndes County, MS Solid Waste Disposal & Pollution Control (Weyerhaeuser Company)¹		6.800			04/01/2022		62,296
	5,145,000	MS Home Corp. (Valley State Student Hsg.)		5.500			12/01/2035		1,728,720

									1,905,814

Missouri—4.2%
	95,000	Bates County, MO Hospital (Bates County Memorial Hospital)¹		5.650			03/01/2021		90,356
	15,000	Bates County, MO Hospital (Bates County Memorial Hospital)¹		5.750			03/01/2031		13,793
	200,000	Belton, MO Tax Increment (Belton Town Center)		5.625			03/01/2025		187,882
	310,000	Branson Hills, MO Infrastructure Facilities		5.000			04/01/2013		306,491
	400,000	Branson Hills, MO Infrastructure Facilities		5.000			04/01/2014		392,344
	250,000	Branson Hills, MO Infrastructure Facilities		5.500			04/01/2027		218,888
	900,000	Branson, MO IDA (Branson Hills Redevel.)		5.750			05/01/2026		820,152
	365,000	Branson, MO IDA (Branson Hills Redevel.)		7.050			05/01/2027		373,859
	2,260,000	Branson, MO IDA (Branson Landing)		5.250			06/01/2021		2,050,272
	8,000,000	Branson, MO IDA (Branson Shoppe Redevel.)¹		5.950			11/01/2029		7,269,600

F25 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Missouri Continued
$	675,000	Broadway-Fairview, MO Transportation Devel. District (Columbia)		5.875	%		12/01/2031	$	486,034
	400,000	Chillicothe, MO Tax Increment (South U.S. 65)		5.500			04/01/2021		373,480
	400,000	Chillicothe, MO Tax Increment (South U.S. 65)		5.625			04/01/2027		359,836
	250,000	Cottleville, MO COP⁸		5.100			08/01/2023		235,250
	300,000	Cottleville, MO COP⁸		5.125			08/01/2026		275,676
	990,000	Hawk Ridge, MO Transportation Devel. District		4.650			02/01/2017		906,652
	3,840,000	Hawk Ridge, MO Transportation Devel. District		5.000			02/01/2030		3,070,426
	13,500,000	Hazelwood, MO Transportation Devel. District (370/Missouri Bottom Road/Tausig Road)¹		7.200			05/01/2033		13,882,860
	2,575,000	Independence, MO 39th Street Transportation		6.875			09/01/2032		2,556,821
	20,000	Kansas City, MO Airport¹		5.500			09/01/2014		20,265
	1,285,000	Kansas City, MO Tax Increment (Briarcliff West)		5.150			06/01/2016		1,232,983
	1,250,000	Kansas City, MO Tax Increment (Briarcliff West)		5.400			06/01/2024		1,106,700
	3,815,000	Kansas City, MO Tax Increment (Southtown)		6.000			03/01/2017		3,836,364
	580,000	Lees Summit, MO IDA (Kensington Farms)		5.500			03/01/2021		544,133
	250,000	Lees Summit, MO IDA (Kensington Farms)		5.750			03/01/2029		225,858
	1,025,000	Liberty, MO Tax Increment (Liberty Triangle)		5.875			10/01/2029		966,934
	2,100,000	Maplewood, MO Tax (Maplewood South Redevel.)		5.750			11/01/2026		1,931,811
	15,000	MO Environmental Improvement & Energy Resources Authority¹		5.550			07/01/2010		15,040
	355,000	MO Grindstone Plaza Transportation Devel. District		5.500			10/01/2031		299,155
	255,000	MO H&EFA (FHS)¹		5.500			02/15/2024		255,831
	15,000	MO H&EFA (FHS/FNH Obligated Group)¹		5.375			02/15/2014		15,033
	10,000	MO H&EFA (Fontbonne College)		5.200			10/01/2020		9,542
	200,000	MO H&EFA (St. Lukes/Shawnee Mission Health System)¹		5.375			11/15/2026		200,898
	10,280,678	MO Hanley/Eager Road Transportation Devel. District, Series A		7.750	³		12/01/2023		3,213,843
	40,000	MO HDC (Single Family Mtg.)¹		5.550			03/01/2029		40,898
	249,000	Northwoods, MO Transportation Devel. District		5.850			02/01/2031		187,191
	1,675,000	Osage Beach, MO Tax Increment (Prewitts Point)		4.800			05/01/2016		1,566,209
	1,500,000	Osage Beach, MO Tax Increment (Prewitts Point)		5.000			05/01/2023		1,294,200
	350,000	Ozark Centre, MO Transportation Devel. District		5.375			09/01/2032		302,953
	1,500,000	Raymore, MO Tax Increment		5.375			03/01/2020		1,401,660
	2,750,000	Raymore, MO Tax Increment		5.625			03/01/2028		2,449,178
	2,500,000	Richmond Heights, MO Tax Increment & Transportation Sales Tax		5.625			11/01/2025		2,247,325
	9,000,000	St. Joseph, MO IDA (Living Community of St. Joseph)¹		7.000			08/15/2032		8,620,290
	1,000,000	St. Joseph, MO IDA, Series B		5.375			11/01/2023		901,470
	1,005,000	St. Joseph, MO IDA, Series B		5.500			11/01/2027		897,937

F26 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Missouri Continued
$	150,000	St. Louis County, MO IDA (Multifamily Hsg.)¹		5.950	%		03/20/2031	$	150,704
	1,200,000	St. Louis, MO IDA (Southtown Redevel.)		5.125			05/01/2026		1,127,304
	481,000	St. Louis, MO Tax Increment (1505 Missouri Avenue Redevel.)		6.000			08/04/2025		454,122
	854,000	St. Louis, MO Tax Increment (1601 Washington Redevel.)		6.000			08/21/2026		800,787
	1,896,000	St. Louis, MO Tax Increment (1619 Washington)		5.500			03/09/2027		1,669,656
	700,000	St. Louis, MO Tax Increment (Pet Building Redevel.)		5.500			05/29/2028		609,448
	545,000	St. Louis, MO Tax Increment (Printers Lofts)		6.000			08/21/2026		511,041
	806,000	St. Louis, MO Tax Increment (Washington East Condominiums)		5.500			01/20/2028		702,026
	500,000	St. Louis, MO Tax Increment (Washington East Condominiums)		5.500			01/20/2028		435,500
	1,080,000	St. Louis, MO Tax Increment Financing (Ludwig Lofts)		6.690			04/21/2029		983,848
	375,000	St. Louis, MO Tax Increment Financing, Series A		5.500			09/02/2028		325,871
	3,525,000	St. Louis, MO Tax Increment, Series A		6.600			01/21/2028		3,488,763
	620,000	Stone Canyon, MO Improvement District (Infrastructure)		5.700			04/01/2022		572,558
	320,000	Stone Canyon, MO Improvement District (Infrastructure)		5.750			04/01/2027		284,582
	35,000	University of Missouri (System Facilities)¹		5.000			11/01/2018		35,063
	1,000,000	University Place, MO Transportation Devel. District		5.000			03/01/2026		828,100
	2,500,000	University Place, MO Transportation Devel. District		5.000			03/01/2032		1,954,075

									82,587,821

Montana—0.1%
	1,450,000	Hardin, MT Tax Increment Industrial Infrastructure Devel. (Rocky Mountain Power)		0.000	⁴		09/01/2031		909,426
	15,000	MT Board of Hsg., Series A¹		5.200			08/01/2029		14,336
	375,000	MT Facilities Finance Authority (St. John’s Lutheran)		6.000			05/15/2025		349,628

									1,273,390

Nebraska—1.4%
	32,600,000	Central Plains, NE Gas Energy²		2.477	⁵		12/01/2026		24,409,217
	40,000	Douglas County, NE Hospital Authority (Immanuel Medical Center)¹		5.250			09/01/2021		40,758
	450,000	Douglas County, NE Hsg. Authority (Orchard Gardens)		5.150			10/01/2032		399,654
	25,000	Grand Island, NE Electric¹		5.000			08/15/2009		25,062
	3,065,000	NE Educational Facilities Authority (Midland Lutheran College)		5.600			09/15/2029		2,676,327
	40,000	Scotts Bluff County, NE Hospital Authority (Regional West Medical Center)¹		5.250			11/15/2028		39,022
	35,000	Scotts Bluff County, NE Hospital Authority (Regional West Medical Center)¹		6.375			12/15/2008		35,103

									27,625,143

F27 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Nevada—1.7%
$	325,000	Clark County, NV Improvement District		5.000	%		02/01/2026	$	259,301
	260,000	Clark County, NV Improvement District		5.050			02/01/2031		197,582
	20,000	Director of the State of NV Dept. of Business & Industry (Las Vegas Monorail)¹		5.625			01/01/2032		13,102
	5,105,000	Director of the State of NV Dept. of Business & Industry (Las Vegas Monorail)		6.850	³		01/01/2019		2,045,625
	1,000,000	Director of the State of NV Dept. of Business & Industry (Las Ventanas Retirement)		7.000			11/15/2034		693,240
	1,170,000	Las Vegas, NV Local Improvement Bonds		6.250			06/01/2024		990,136
	6,200,000	Las Vegas, NV Paiute Tribe, Series A¹		6.625			11/01/2017		6,426,796
	1,615,000	Las Vegas, NV Special Improvement District (Sumerlin Village)		5.875			06/01/2021		1,512,528
	9,270,000	Las Vegas, NV Special Improvement District (Sumerlin Village)¹		6.125			06/01/2031		8,174,193
	95,000	Mesquite, NV Special Improvement District (Canyon Creek)		5.200			08/01/2016		89,382
	135,000	Mesquite, NV Special Improvement District (Canyon Creek)		5.250			08/01/2017		125,507
	285,000	Mesquite, NV Special Improvement District (Canyon Creek)		5.300			08/01/2018		262,599
	650,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)		5.850			08/01/2018		629,707
	1,055,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)		6.000			08/01/2023		986,267
	565,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)		6.000			08/01/2027		506,398
	795,000	Mesquite, NV Special Improvement District No. 07-01 (Anthem at Mesquite)		6.150			08/01/2037		691,984
	3,280,000	Sparks, NV Redevel. Agency (Redevel Area No. 2)¹		6.400			06/01/2020		3,238,213
	7,420,000	Sparks, NV Redevel. Agency (Redevel Area No. 2)¹		6.700			06/01/2028		7,382,900

									34,225,460

New Hampshire—1.2%
	305,000	Manchester, NH Hsg. & Redevel. Authority, Series B		5.650	³		01/01/2029		73,831
	3,220,000	Manchester, NH Hsg. & Redevel. Authority, Series B		5.700	³		01/01/2030		722,632
	495,000	Manchester, NH Hsg. & Redevel. Authority, Series B¹		6.000	³		01/01/2023		188,244
	120,000	NH H&EFA (Catholic Medical Center)¹		6.125			07/01/2032		121,444
	4,010,000	NH H&EFA (Franklin Pierce College)¹		6.050			10/01/2034		3,550,454
	1,980,000	NH H&EFA (Portsmouth Christian Academy)		5.750			07/01/2023		1,885,653
	6,115,000	NH H&EFA (Portsmouth Christian Academy)¹		5.850			07/01/2033		5,512,795
	4,555,000	NH H&EFA (Southern New Hampshire University)¹		5.000			01/01/2030		3,823,831
	8,410,000	NH H&EFA (Southern New Hampshire University)¹		5.000			01/01/2036		6,845,992
	40,000	NH H&EFA (St. Joseph Hospital/Youville House/Cove)¹		5.500			07/01/2034		37,236
	985,000	NH HE&HFA (Franklin Pierce College)¹		5.300			10/01/2028		815,117
	10,000	NH HE&HFA (St. Anselm College)¹		5.150			07/01/2029		10,423

									23,587,652

F28 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
New Jersey—5.0%
$	5,610,000	NJ Health Care Facilities Financing Authority (Deborah Heart & Lung Center)¹		6.300	%		07/01/2023	$	5,639,565
	5,000,000	NJ Health Care Facilities Financing Authority (St. Joseph’s Hospital & Medical Center)⁷		6.625			07/01/2038		4,809,600
	66,000,000	NJ Tobacco Settlement Financing Corp.²		5.000			06/01/2029		50,917,680
	13,320,000	NJ Tobacco Settlement Financing Corp.¹		4.625			06/01/2026		10,935,454
	22,275,000	NJ Tobacco Settlement Financing Corp.¹		4.750			06/01/2034		15,973,180
	13,740,000	NJ Tobacco Settlement Financing Corp.¹		5.000			06/01/2029		10,599,998

									98,875,477

New Mexico—0.7%
	10,000	Albuquerque, NM Airport¹		5.000			07/01/2019		10,016
	35,000	Albuquerque, NM Gross Receipts		5.000			07/01/2021		35,206
	1,495,000	Cabezon, NM Public Improvement District		6.300			09/01/2034		1,415,496
	7,085,000	Eldorado, NM Area Water and Sanitation District¹		6.000			02/01/2023		6,632,552
	20,000	Farmington, NM Hospital (San Juan Medical Center/Interface, Inc. Obligated Group)¹		5.000			06/01/2016		20,036
	250,000	Farmington, NM Pollution Control (Public Service Company of New Mexico)¹		5.800			04/01/2022		242,640
	30,000	Farmington, NM Pollution Control (Public Service Company of New Mexico)¹		6.375			04/01/2022		30,062
	25,000	Hobbs, NM Health Facilities (Evangelical Lutheran Good Samaritan Society)¹		5.500			05/01/2026		24,999
	500,000	Mariposa East, NM Public Improvement District		6.000			09/01/2032		431,545
	300,000	Montecito Estates, NM Public Improvement District		7.000			10/01/2037		276,342
	3,380,000	NM Educational Assistance Foundation¹		5.900			09/01/2031		3,413,293
	25,000	NM Finance Authority (Workers Compensation Administration Building)¹		5.600			09/01/2014		25,060
	15,000	NM Mtg. Finance Authority (Single Family Mtg.)¹		5.150			09/01/2028		15,447
	25,000	Santa Fe County, NM (El Castillo Retirement Residences)¹		5.750	⁵		05/15/2028		25,036
	5,000	Santa Fe, NM Educational Facilities (St. John’s College)¹		5.500			03/01/2024		4,897
	100,000	Santa Fe, NM Educational Facilities (St. John’s College)¹		5.500			03/01/2024		97,947

									12,700,574

New York—0.0%
	50,000	NYC GO RIBS		8.343	¹⁰		08/27/2015		50,273

North Carolina—0.0%
	165,000	NC Eastern Municipal Power Agency, Series B¹		5.500			01/01/2017		165,096
	20,000	NC Eastern Municipal Power Agency, Series B¹		6.250			01/01/2023		20,015
	20,000	NC Medical Care Commission (ARC/HDS Alamance Hsg. Corp.)¹		5.800			10/01/2034		19,181
	625,000	NC Medical Care Commission Retirement Facilities (Village at Brookwood)		5.250			01/01/2032		499,606

									703,898

F29 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
North Dakota—0.5%
$	1,110,000	Grand Forks, ND Health Care Facilities (United Hospital/United Health Resources Obligated Group)¹		6.100	%		12/01/2009	$	1,113,341
	4,455,000	Grand Forks, ND Health Care Facilities (United Hospital/United Health Resources Obligated Group)¹		6.250			12/01/2019		4,466,672
	3,990,000	Grand Forks, ND Health Care Facilities (United Hospital/United Health Resources Obligated Group)¹		6.250			12/01/2024		3,999,456
	10,000	Grand Forks, ND Sewer¹		5.850			12/01/2015		10,033
	25,000	Parshall, ND Water		5.500			09/01/2024		25,004
	10,000	Ward County, ND Health Care Facilities (Trinity Medical Center)¹		6.000			07/01/2010		10,119
	40,000	Williston, ND Water Utility¹		5.100			05/01/2013		40,041

									9,664,666

Ohio—9.1%
	650,000	Blue Ash, OH Tax Increment Financing (Duke Realty)		5.000			12/01/2035		544,122
	5,000,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		0.000	⁴		06/01/2037		3,118,500
	4,885,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.125			06/01/2024		4,355,173
	4,730,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.750			06/01/2034		3,915,778
	14,570,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)¹		5.875			06/01/2030		12,602,467
	11,275,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)		5.875			06/01/2047		9,160,261
	70,620,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)		6.500			06/01/2047		63,020,582
	1,063,100,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)		7.251	³		06/01/2047		49,051,434
	743,000,000	Buckeye, OH Tobacco Settlement Financing Authority (TASC)		7.501	³		06/01/2052		20,335,910
	2,165,000	Centerville, OH Health Care (Bethany Lutheran Village)		6.000			11/01/2038		1,875,908
	35,000	Clermont County, OH Hospital Facilities (Mercy Health System)¹		5.625			09/01/2021		35,745
	40,000	Cleveland, OH Airport System¹		5.000			01/01/2031		39,785
	220,000	Cleveland, OH Rock Glen Hsg. Assistance Corp. (Ambleside Apartments)⁸		7.000			06/01/2018		222,387
	305,000	Cleveland-Cuyahoga County, OH Port Authority (Myers University)		5.600			05/15/2025		293,889
	850,000	Cleveland-Cuyahoga County, OH Port Authority (Perrysburg)		4.800			11/15/2035		678,734
	15,000	Cuyahoga County, OH Hospital (Metro Health System)¹		5.500			02/15/2027		15,135
	695,000	Glenwillow Village, OH GO		5.875			12/01/2024		725,309

F30 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Ohio Continued
$	25,000	Greene County, OH Economic Devel. (YMCA)		6.000	%		12/01/2023	$	22,273
	1,500,000	Greene County, OH University Hsg. (Central State University)		5.625			09/01/2032		1,284,630
	1,880,000	Grove City, OH Tax Increment Financing		5.125			12/01/2016		1,769,663
	2,500,000	Grove City, OH Tax Increment Financing		5.375			12/01/2031		2,012,800
	1,180,000	Jeffrey Place, OH New Community Authority (Jeffrey Place Redevel.)		5.000			12/01/2022		1,047,215
	15,000	Lorain County, OH Hospital (Catholic Healthcare Partners)¹		5.500			09/01/2027		15,274
	75,000	Lucas County, OH Health Care Facilities (Sunset Retirement Communities)		6.625			08/15/2030		76,688
	10,000	Muskingum County, OH Hospital Facilities (BHA/Careserve/ PP/SSNH/BHC/BCG/Carelife/BCC Obligated Group)¹		5.400			12/01/2016		10,058
	500,000	Port of Greater Cincinnati, OH Devel. Authority (Public Parking Infrastructure)		6.300			02/15/2024		505,805
	1,260,000	Port of Greater Cincinnati, OH Devel. Authority (Public Parking Infrastructure)		6.400			02/15/2034		1,245,132
	655,000	Summit County, OH Port Authority (Twinsburg Township)		5.125			05/15/2025		578,994
	110,000	Sylvania, OH Area Joint Recreational District¹		6.000			12/01/2020		110,307
	1,000,000	Toledo-Lucas County, OH Port Authority (Preston)		4.800			11/15/2035		809,500

									179,479,458

Oklahoma—1.4%
	4,000,000	Chickasaw Nation, OK Health System¹		6.250			12/01/2032		4,074,240
	15,000	Grady County, OK Industrial Authority (Correctional Facilities)¹		6.000			11/01/2029		15,090
	500,000	Grady County, OK Industrial Authority (Correctional Facilities)		7.800			11/01/2014		337,555
	4,000,000	Langston, OK EDA (Langston University)¹		5.000			05/01/2030		3,437,000
	5,575,000	Langston, OK EDA (Langston University)¹		5.000			05/01/2035		4,671,237
	1,870,000	Langston, OK EDA (Langston University)¹		5.250			05/01/2026		1,724,645
	185,000	OK HFA (Single Family Homeownership Loan Program)		5.403	³		03/01/2029		61,081
	20,000	Texas County, OK Devel Authority Student Hsg. (OPS U-Goodwell)		5.450			11/01/2034		17,381
	5,000,000	Tulsa, OK Municipal Airport Trust (American Airlines)¹		6.250			06/01/2020		3,953,550
	9,070,000	Tulsa, OK Municipal Airport Trust (American Airlines)¹		7.350			12/01/2011		8,599,539

									26,891,318

Oregon—0.0%
	10,000	Clackamas County, OR Hospital Facility Authority (Legacy Health System)¹		5.500			02/15/2014		10,401
	25,000	Clackamas County, OR Hospital Facility Authority (Williamette Falls Hospital)¹		6.000			04/01/2019		25,212
	10,000	OR GO (Elderly & Disabled Hsg.)¹		5.500			08/01/2026		10,004
	10,000	OR GO (Veterans Welfare)		5.250			10/01/2042		9,802

F31 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Oregon Continued
$	50,000	OR GO (Veterans Welfare)¹		6.000	%		04/01/2032	$	50,659
	100,000	OR Health & Science University, Series A¹		5.250			07/01/2028		99,993
	25,000	OR Hsg. & Community Services Dept. (Single Family Mtg.)¹		6.400			07/01/2018		25,364

									231,435

Pennsylvania—0.4%
	75,000	Blair County, PA IDA (The Village at Penn State Retirement Community)		6.900			01/01/2022		75,947
	55,000	Northeastern PA Hospital & Education Authority (WVHCS)¹		5.250			01/01/2026		55,129
	25,000	Northumberland County, PA IDA (NHS Youth Services)		5.500			02/15/2033		21,133
	3,800,000	Northumberland County, PA IDA (NHS Youth Services)		7.750			02/15/2029		3,968,530
	1,000,000	Philadelphia, PA H&HEFA (Centralized Comprehensive Human Services)		7.250			01/01/2021		1,023,160
	1,000,000	Philadelphia, PA Redevel. Authority (Beech Student Hsg. Complex), Series A		5.625			07/01/2023		922,100
	1,500,000	Philadelphia, PA Redevel. Authority (Beech Student Hsg. Complex), Series A		5.625			07/01/2028		1,312,095

									7,378,094

Rhode Island—0.7%
	5,000,000	Central Falls, RI Detention Facility¹		7.250			07/15/2035		5,027,850
	50,000	Providence, RI HDC (Barbara Jordan Apartments)¹		6.750			07/01/2025		52,265
	25,000	Providence, RI Public Building Authority¹		5.400			12/15/2012		25,249
	110,000	RI Health & Educational Building Corp. (Johnson & Wales University)¹		6.100			04/01/2026		110,215
	40,000	RI Hsg. & Mtg. Finance Corp. (Homeownership Opportunity)¹		6.500			04/01/2027		41,337
	33,305,000	RI Tobacco Settlement Financing Corp. (TASC)		6.125	³		06/01/2052		830,960
	175,000	RI Tobacco Settlement Financing Corp. (TASC)		6.250			06/01/2042		158,473
	211,125,000	RI Tobacco Settlement Financing Corp. (TASC)		6.580	³		06/01/2052		6,285,191
	10,375,000	RI Tobacco Settlement Financing Corp. (TASC)		6.750	³		06/01/2052		215,178
	1,500,000	Tiverton, RI Special Obligation Tax (Mount Hope Bay Village)		6.875			05/01/2022		1,553,790

									14,300,508

South Carolina—1.9%
	30,000	Charleston County, SC (Care Alliance Health Services)¹		5.000			08/15/2019		30,749
	45,000	Edgefield County, SC Water and Sewer Authority		5.000			01/01/2028		41,526
	25,000	Greer, SC Combined Utility System¹		5.000			09/01/2025		25,067
	35,000	Horry County, SC Hospital Facilities (Conway Hospital)¹		5.000			07/01/2028		35,024
	1,460,000	Lancaster County, SC (Edenmoor Improvement District)		5.375			12/01/2016		1,387,394
	1,500,000	Lancaster County, SC (Edenmoor Improvement District)		5.750			12/01/2037		1,231,785
	2,200,000	Lancaster County, SC (Sun City Carolina Lakes)		5.450			12/01/2037		1,720,092
	8,915,000	Lee County, SC School Facilities, Series 2006¹		6.000			12/01/2027		9,047,655
	3,370,000	Lee County, SC School Facilities, Series 2007¹		6.000			12/01/2031		3,376,841

F32 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
South Carolina Continued
$	1,265,000	Newberry County, SC Special Source Revenue (Newberry County Memorial Hospital)¹		5.250	%		12/01/2029	$	1,168,721
	35,000	Piedmont, SC Municipal Power Agency¹		5.000			01/01/2018		35,009
	15,000	Piedmont, SC Municipal Power Agency¹		5.000			01/01/2022		14,898
	6,000,000	Richland County, SC Assessment Revenue (Village at Sandhill Improvement District)¹		6.200			11/01/2036		5,083,560
	600,000	SC Connector 2000 Assoc. Toll Road, Series B¹		5.535	³		01/01/2020		207,840
	6,565,000	SC Connector 2000 Assoc. Toll Road, Series B¹		5.781	³		01/01/2021		2,072,439
	11,240,000	SC Connector 2000 Assoc. Toll Road, Series B¹		6.697	³		01/01/2026		2,477,071
	5,285,000	SC Educational Facilities Authority (Benedict College)¹		5.600			07/01/2022		5,013,140
	2,320,000	SC Educational Facilities Authority (Benedict College)¹		5.625			07/01/2031		2,054,522
	1,000,000	SC Educational Facilities Authority (Southern Wesleyan University)¹		5.750			03/01/2029		951,910
	50,000	SC Hsg. Finance & Devel. Authority, Series A-1¹		5.300			07/01/2031		50,089
	500,000	SC Jobs-EDA (Lutheran Homes)		5.625			05/01/2042		410,810
	25,000	SC Public Service Authority¹		5.000			01/01/2029		25,067
	30,000	SC State Budget & Control Board (Harden Street Facilities)¹		6.000			12/01/2011		30,086
	115,000	Spartanburg County, SC Health Services¹		5.300			04/15/2025		115,335

									36,606,630

South Dakota—0.1%
	2,190,000	Mobridge, SD Health Care Facilities (Mobridge Regional Hospital)		5.000			12/01/2022		1,784,587
	10,000	SD H&EFA (Prairie Lakes Health Care System)¹		5.650			04/01/2022		10,022

									1,794,609

Tennessee—0.6%
	6,710,000	Chattanooga, TN HE&HFB (Campus Devel. Foundation Phase I)¹		5.000			10/01/2025		5,748,725
	10,000	Jackson, TN Health Educational & Hsg. Facilities Board (Lambuth University)¹		5.900			09/01/2015		10,028
	15,000	Johnson City, TN H&EFB (Johnson City Medical Center)¹		5.250			07/01/2028		15,251
	15,000	Knox County, TN First Utility District Water & Sewer¹		5.625			12/01/2019		15,184
	5,980,000	Smyrna, TN Hsg. Assoc. (Imperial Garden Apartments)¹		6.450			10/20/2035		6,313,445

									12,102,633

Texas—14.2%
	300,000	Abilene, TX HFDC (Hendrick Medical Center)¹		6.100			09/01/2015		300,870
	130,000	Alice, TX GO¹		5.200			02/01/2011		130,268
	1,305,000	Anson, TX Education Facilities Corp. Student Hsg. (University of Texas/Waterview Park)		5.100			01/01/2034		992,883
	6,285,000	Beasley, TX Higher Education Finance Corp., Series A¹	5.125				12/01/2034		5,337,599
	10,765,000	Bexar County, TX HFC (American Opportunity Hsg.)¹		6.750			12/01/2037		9,540,589

F33 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Texas Continued
$	3,090,000	Bexar County, TX HFC (American Opportunity Hsg.-Nob Hill Apartments)¹		6.000	%		06/01/2021	$	2,607,064
	6,625,000	Bexar County, TX HFC (American Opportunity Hsg.-Nob Hill Apartments)¹		6.000			06/01/2031		5,183,930
	5,765,000	Bexar County, TX HFC (American Opportunity Hsg.-Waterford/Kingswood)¹		7.000			12/01/2036		5,914,602
	400,000	Bexar County, TX HFC (Doral Club)¹		8.750			10/01/2036		342,464
	40,000	Brazoria County, TX Municipal Utility District No. 18¹		5.300			09/01/2028		36,948
	20,000	Brazos County, TX HFDC (Franciscan Services Corp.)¹		5.375			01/01/2032		19,189
	150,000	Chimney Hill, TX Municipal Utility District¹		5.500			10/01/2011		150,188
	60,000	Collin County, TX HFC (Community College District Foundation)		5.250			06/01/2031		45,959
	5,000	Cypress Hill, TX Municipal Utility District No. 1¹		5.250			09/01/2025		4,873
	30,000	Dallas, TX Civic Center (Convention Complex)¹		5.000			08/15/2028		29,737
	25,000	Dallas-Fort Worth, TX International Airport Facility¹		5.200			01/15/2031		25,014
	1,550,000	Dallas-Fort Worth, TX International Airport Facility (American Airlines)¹		6.000			11/01/2014		792,779
	700,000	Danbury, TX Higher Education Finance Corp. (Island Foundation)		6.250			02/15/2036		651,105
	7,650,000	Donna, TX GO¹		6.250			02/15/2037		6,989,729
	305,000	El Paso County, TX HFC (American Village Communities), Series A¹		6.250			12/01/2020		310,222
	335,000	El Paso County, TX HFC (El Paso American Hsg. Foundation), Series A¹		6.375			12/01/2032		336,280
	2,460,000	Folk, TX Avenue South Transportation District		5.625			11/01/2031		1,484,881
	200,000	Fort Bend County, TX Municipal Utility District¹		5.250			09/01/2021		200,264
	20,000	Fort Bend, TX Independent School District¹		5.375			02/15/2024		20,232
	1,050,000	Grand Prairie, TX Metropolitan Utility & Reclamation District		6.500			04/01/2012		1,051,071
	20,000	Harris County, TX HFDC (Texas Children’s Hospital)¹		5.250			10/01/2029		20,496
	45,000	Harris County-Houston, TX Sports Authority¹		5.000			11/15/2025		42,315
	1,000,000	Hidalgo County, TX Health Services Corp. (Mission Hospital)¹		5.000			08/15/2022		911,300
	65,000	Leander, TX Independent School District		5.457	³		08/15/2018		37,622
	200,000	Lewisville, TX GO		5.700			09/01/2028		175,466
	650,000	Lewisville, TX GO		6.000			10/01/2015		668,785
	1,325,000	Lewisville, TX GO		6.000			10/01/2025		1,274,796
	5,510,000	Lewisville, TX GO¹		6.000			10/01/2034		4,837,449
	1,025,000	Lewisville, TX GO		6.125			09/01/2029		1,038,407
	2,345,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)¹		6.000			07/01/2022		2,017,849
	1,530,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)¹		6.000			07/01/2025		1,284,282
	770,000	Lubbock, TX HFC (Las Colinas Quail Creek Apartments)¹		6.000			07/01/2032		618,995
	130,000	Maverick County, TX Public Facility Corp.		6.375			02/01/2029		113,526

F34 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Texas Continued
$	270,000	Metro, TX HFDC (Wilson N. Jones Memorial Hospital)¹		5.375	%		01/01/2023	$	270,429
	580,000	Metro, TX HFDC (Wilson N. Jones Memorial Hospital)¹		5.600			01/01/2017		581,328
	240,000	Midlothian, TX Devel. Authority Tax Increment		5.125			11/15/2026		204,281
	75,000	Mission, TX EDC¹		6.600			01/01/2020		75,354
	15,000	North TX Tollway Authority (Dallas North Tollway System)¹		5.000			01/01/2023		14,999
	245,000	Odessa, TX Junior College District¹		5.000			12/01/2019		245,059
	250,000	Pantego, TX EDC (Sales Tax)¹		5.850			02/15/2022		251,013
	50,000	Port of Corpus Christi, TX (Union Pacific Corp.)¹		5.350			11/01/2010		50,057
	1,680,000	Retama, TX Devel. Corp. (Retama Racetrack)¹		10.000			12/15/2019		2,355,763
	50,000	Richardson, TX Hospital Authority (Baylor/Richardson)¹		5.625			12/01/2028		46,753
	500,000	Ridge Parc, TX Devel. Corp. (Multifamily)¹		6.100			06/20/2033		530,240
	3,695,000	Sabine, TX River Authority Pollution Control (TXU Electric Company)¹		6.150			08/01/2022		2,988,073
	35,000	San Marcos, TX GO¹		5.000			08/15/2019		35,062
	980,000	Tom Green County, TX HFDC (Shannon Health System/Shannon Medical Center)¹		6.750			05/15/2021		1,014,966
	20,000	Tomball, TX Hospital Authority (Tomball Regional Hospital)¹		6.000			07/01/2025		20,030
	25,000	Tomball, TX Hospital Authority (Tomball Regional Hospital)¹		6.000			07/01/2029		24,837
	7,000,000	Trophy Club, TX Public Improvement (Highlands Trophy Club)¹		7.750			10/01/2037		6,686,400
	15,130,000	TX Affordable Hsg. Corp. (American Opportunity for Hsg.)¹		5.400			09/01/2022		13,579,175
	29,340,000	TX Affordable Hsg. Corp. (American Opportunity for Hsg.)⁸		5.550			03/01/2032		25,759,053
	445,000	TX Affordable Hsg. Corp. (Ashton Place & Woodstock Apartments)^1,6		6.300			08/01/2033		298,996
	320,000	TX Affordable Hsg. Corp. (Worthing Oaks Apartments)¹		6.600			07/20/2037		340,675
	110,000	TX Dormitory Finance Authority (Temple Junior College Foundation)		5.750			09/01/2027		75,550
	485,000	TX Dormitory Finance Authority (Temple Junior College Foundation)		6.000			09/01/2033		332,429
	35,000	TX GO¹		5.375			08/01/2019		35,909
	10,000,000	TX Multifamily Housing Options (Affordable Hsg.)⁸		2.608	⁵		01/01/2039		9,334,000
	145,000,000	TX Municipal Gas Acquisition & Supply Corp.²		6.250			12/15/2026		137,564,400
	1,990,000	TX Municipal Gas Acquisition & Supply Corp.⁸		3.335	⁵		12/15/2026		1,450,213
	545,000	TX Panhandle HFA (Amarillo Affordable Hsg.)^1,6		6.625			03/01/2020		407,497
	3,065,000	TX Panhandle HFA (Amarillo Affordable Hsg.)^1,6		6.750			03/01/2031		2,276,437
	660,000	TX Public Finance Authority Charter School Finance Corp. (Ed-Burnham Wood)		6.250			09/01/2036		609,708
	3,000,000	TX Public Finance Authority Charter School Finance Corp. (Idea Academy)¹		5.000			08/15/2030		2,493,510
	6,500,000	TX Public Finance Authority Charter School Finance Corp. (Idea Academy)¹		5.000			08/15/2037		5,187,715

F35 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Texas Continued
$	5,600,000	TX Public Finance Authority Charter School Finance Corp. (Kipp)¹		5.000	%		02/15/2036	$	4,460,400
	4,445,000	Wichita County, TX HFDC (Wichita Falls Retirement Foundation)¹		6.250			01/01/2028		4,229,195

									279,369,534

U.S. Possessions—0.0%
	65,000	Puerto Rico Infrastructure		5.000			07/01/2041		61,493

Utah—0.1%
	420,000	Emery County, UT Pollution Control (Pacificorp)¹		5.650			11/01/2023		420,760
	15,000	Sandy City, UT Industrial Devel. (King Properties)¹		6.125			08/01/2016		15,030
	335,000	Utah County, UT Charter School (Lincoln Academy)		5.875			06/15/2037		293,162
	275,000	Utah County, UT Charter School (Renaissance Academy)		5.625			07/15/2037		231,602
	1,500,000	West Valley City, UT Sewer (East Hollywood High School)		5.625			06/15/2037		1,263,420

									2,223,974

Vermont—0.6%
	30,000	VT E&HBFA (Mary Hitchcock Memorial Hospital/Cooley Dickenson Hospital Obligated Group)¹		5.000			11/15/2022		29,162
	600,000	VT EDA (Wake Robin Corp.)		5.250			05/01/2026		517,656
	285,000	VT EDA (Wake Robin Corp.)		6.300			03/01/2033		270,773
	10,000,000	VT Educational & Health Buildings Financing Agency (Fletcher Allen Health Care)¹		6.125			12/01/2027		10,156,400
	925,187	VT Educational & Health Buildings Financing Agency (Marlboro College)		3.570			04/01/2019		801,499
	225,000	VT Student Assistance Corp.¹		5.000			03/01/2026		222,140

									11,997,630

Virginia—3.0%
	345,000	Alexandria, VA IDA Pollution Control (Potomac Electric Power Company)¹		5.375			02/15/2024		345,531
	2,300,000	Buena Vista, VA Public Recreational Facilities Authority (Golf Course)		5.250			07/15/2025		2,047,207
	825,000	Buena Vista, VA Public Recreational Facilities Authority (Golf Course)		5.500			07/15/2035		667,821
	100,000	Danville, VA IDA Educational Facilities (Averett University)		6.000			03/15/2016		100,894
	3,000,000	Farms New Kent, VA Community Devel. Authority Special Assessment		5.450			03/01/2036		2,247,180
	750,000	Farms New Kent, VA Community Devel. Authority Special Assessment		5.800			03/01/2036		581,280
	25,000	Greensville County, VA IDA (Georgia-Pacific Corp.)¹		5.300			08/01/2014		22,409
	25,000	Hampton Roads, VA Regional Jail Authority¹		5.000			07/01/2028		24,444
	900,000	New Port, VA CDA		5.600			09/01/2036		688,635
	4,000,000	Norfolk, VA Water¹		5.875			11/01/2020		3,993,360

F36 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Virginia Continued
$	65,000	Norton, VA IDA (Norton Community Hospital)		6.000	%		12/01/2022	$	65,391
	5,000,000	Peninsula, VA Town Center Community Devel. Authority Special Obligation¹		6.350			09/01/2028		4,589,050
	3,225,000	Peninsula, VA Town Center Community Devel. Authority Special Obligation		6.450			09/01/2037		2,908,370
	985,000	Stafford County & Staunton, VA IDA (Virginia Municipal League/Mt. Rogers)		6.500			08/01/2028		958,710
	2,940,000	Stafford County & Staunton, VA IDA (Virginia Municipal League/Mt. Rogers)		6.500			08/01/2038		2,833,190
	675,000	Suffolk, VA IDA (Lake Prince Center)		5.300			09/01/2031		585,677
	3,700,000	VA Celebrate South CDA Special Assessment		6.250			03/01/2037		3,156,285
	2,660,000	VA College Building Authority Educational Facilities (Regent University)¹		5.000			06/01/2036		2,381,072
	25,000	VA Hsg. Devel. Authority, Series B¹		5.950			05/01/2016		25,565
	30,000,000	VA Tobacco Settlement Authority²		5.000			06/01/2047		21,215,250
	35,170,000	VA Tobacco Settlement Authority		5.670	³		06/01/2047		1,684,643
	162,770,000	VA Tobacco Settlement Authority		5.770	³		06/01/2047		7,262,797
	10,000	West Point, VA IDA Solid Waste (Chesapeake Corp.)¹		6.250			03/01/2019		7,496

									58,392,257

Washington—4.5%
	2,330,000	Bremerton, WA Hsg. Authority		5.300			06/01/2026		1,960,113
	4,145,000	Bremerton, WA Hsg. Authority		5.500			06/01/2037		3,350,404
	125,000	Kitsap County, WA Consolidated Hsg. Authority		5.600			12/01/2028		120,825
	20,000	Pierce County, WA Hsg. Authority		5.800			12/01/2023		19,709
	100,000	Port Camas, WA Public Industrial Corp. (James River Corp. of Virginia)¹		6.700			04/01/2023		94,083
	2,460,000	Seattle, WA Hsg. Authority (Gamelin House & Genesee)		5.700			11/01/2035		2,274,368
	50,000	Seattle, WA Municipal Light & Power¹		5.125			07/01/2022		50,573
	165,000	Skagit Valley, WA College		5.625			11/01/2017		165,378
	140,000	Skagit Valley, WA College		5.750			11/01/2023		140,371
	500,000	Snohomish County, WA Hsg. Authority¹		6.400			04/01/2026		501,380
	500,000	Vancouver, WA Downtown Redevel. Authority (Conference Center)		5.250			01/01/2028		422,100
	1,800,000	Vancouver, WA Downtown Redevel. Authority (Conference Center)		5.250			01/01/2034		1,456,272
	25,000	Vancouver, WA Downtown Redevel. Authority (Conference Center)		6.000			01/01/2028		23,331
	3,260,000	Vancouver, WA Downtown Redevel. Authority (Conference Center)		6.000			01/01/2034		2,905,051
	220,000	Vancouver, WA Hsg. Authority¹		5.500			03/01/2028		220,062
	25,000	WA COP (Dept. of General Administration)¹		5.300			10/01/2010		25,053

F37 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued


Principal
Amount			Coupon			Maturity		Value
Washington Continued
$	500,000	WA COP (Dept. of General Administration)¹		5.625	%		10/01/2020	$	501,200
	30,000	WA GO¹		5.000			01/01/2024		30,131
	19,500,000	WA Health Care Facilities Authority		5.500			08/15/2042		17,700,540
	20,000	WA Health Care Facilities Authority (Multicare Health System)¹		5.000			08/15/2022		20,173
	17,020,000	WA Health Care Facilities Authority (Overlake Hospital Medical Center)²		5.000			07/01/2025		14,375,359
	7,340,000	WA Health Care Facilities Authority (Overlake Hospital Medical Center)²		5.000			07/01/2030		6,199,479
	18,500,000	WA Health Care Facilities Authority (Overlake Hospital Medical Center)²		5.000			07/01/2038		15,625,390
	10,000	WA Health Care Facilities Authority (Overlake Hospital Medical Center)¹		5.000			07/01/2025		8,691
	15,000	WA Health Care Facilities Authority (Overlake Hospital Medical Center)¹		5.000			07/01/2030		12,613
	4,295,000	WA Health Care Facilities Authority (Overlake Hospital Medical Center)¹		5.000			07/01/2038		3,537,147
	15,000,000	WA Health Care Facilities Authority (Providence Health System-Washington)²		5.250			10/01/2033		15,116,175
	15,000	WA Health Care Facilities Authority (Swedish Health System)¹		5.125			11/15/2022		15,169
	90,000	WA Health Care Facilities Authority (Yakima Valley Memorial Hospital Assoc.)¹		5.250			12/01/2020		92,108
	145,000	WA Health Care Facilities Authority (Yakima Valley Memorial Hospital Assoc.)¹		5.375			12/01/2027		130,638
	10,000	WA HFC (Gonzaga University)¹		5.850			07/01/2014		10,062
	10,000	WA HFC (Nickerson Area Properties)		5.250			01/01/2023		9,287
	45,000	WA HFC (Presbyterian Ministries)		5.450			01/01/2029		39,035
	55,000	WA State University (Recreation Center)¹		5.000			04/01/2032		55,039
	195,000	WA Tobacco Settlement Authority (TASC)¹		6.500			06/01/2026		196,018
	25,000	WA Tobacco Settlement Authority (TASC)¹		6.625			06/01/2032		24,542

									87,427,869

West Virginia—0.3%
	1,000,000	Ohio County, WV Commission Tax Increment (Fort Henry Centre Financing District)		5.850			06/01/2034		980,980
	50,000	Pleasants County, WV Pollution Control (Monongahela Power Company)¹		6.150			05/01/2015		50,147
	500,000	Wheeling, WV Tax Increment (Stone Building Renovation)		5.200			06/01/2025		444,955
	1,500,000	Wheeling, WV Tax Increment (Stone Building Renovation)		5.500			06/01/2033		1,328,805
	1,540,000	WV West Liberty State College, Series A¹		6.000			06/01/2023		1,540,169
	1,695,000	WV West Liberty State College, Series A¹		6.125			06/01/2028		1,673,762

									6,018,818

F38 | OPPENHEIMER AMT-FREE MUNICIPALS


Principal
Amount			Coupon			Maturity		Value
Wisconsin—0.2%
$	5,000	Grant County, WI Hsg. Authority (Orchard Manor)¹		5.250	%		07/01/2018	$	5,002
	1,750,000	Sokaogon, WI Chippewa Community (Gaming)		7.000			01/01/2026		1,536,693
	500,000	Waupun, WI Hsg. Authority (Christian Home & Rehabilitation)		5.000			12/01/2029		393,025
	10,000	WI GO¹		5.350			11/01/2016		10,024
	5,000	WI H&EFA (Froedert & Community)¹		5.375			10/01/2030		5,071
	280,000	WI H&EFA (Kenosha Hospital & Medical Center)¹		5.625			05/15/2029		280,322
	185,000	WI H&EFA (Medical College of Wisconsin)¹		5.500			12/01/2026		186,077
	2,140,000	WI H&EFA (Richland Hospital)		5.375			06/01/2028		1,881,146
	550,000	WI H&EFA (St. Clare Terrance)		5.750			12/01/2036		461,302

									4,758,662

Wyoming—0.0%
	645,000	Cheyenne, WY Hsg. Authority (Foxcrest II)		5.400			06/01/2027		599,855

Total Municipal Bonds and Notes (Cost $2,900,500,869)									2,489,643,565


Corporate Bonds and Notes—0.0%
	139,547	Delta Air Lines, Inc., Sr. Unsec. Nts.⁸ (Cost $138,152)		8.000			12/01/2015		117,569

Total Investments, at Value (Cost $2,900,639,021)—126.7%									2,489,761,134
Liabilities in Excess of Other Assets—(26.7)									(525,450,924	)


Net Assets—100.0%								$	1,964,310,210

Footnotes to Statement of Investments



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

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

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

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

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

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

7.		When-issued security or delayed delivery to be delivered and settled after July 31, 2008. See Note 1 of accompanying Notes.

8.		Illiquid security. The aggregate value of illiquid securities as of July 31, 2008 was $37,578,743, which represents 1.91% of the Fund’s net assets. See Note 5 of accompanying Notes.

9.		Non-income producing security.

10.		Represents the current interest rate for a variable rate bond known as an “inverse floater.” See Note 1 of accompanying Notes.

F39 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF INVESTMENTS Continued

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


ADA		Atlanta Devel. Authority
AHF		American Housing Foundation
ARC		Assoc. of Retarded Citizens
BCC		Bethesda Company Care, Inc.
BCG		Bethesda Care Givers
BHA		Bethesda Hospital Assoc.
BHC		Bethesda Home Care
CAU		Clark Atlanta University
CDA		Communities Devel. Authority
CFGH		Central Florida Group Homes
CHHC		Community Health & Home Care
COP		Certificates of Participation
DKH		Day Kimball Hospital
E&HBFA		Educational Health Buildings Financing Agency
EDA		Economic Devel. Authority
EDC		Economic Devel. Corp.
EDFA		Economic Devel. Finance Authority
EF&CD		Environmental Facilities and Community Devel.
EMH		Elmhurst Memorial Hospital
EMHH		Elmhurst Memorial Home Health
EMHS		Elmhurst Memorial Health System
FHA		Federal Housing Agency/Authority
FHS		Freeman Health System
FNH		Freeman Neosho Hospital
FRS		Family Rehabilitation Services (Hancock Manor)
GO		General Obligation
H&EFA		Health and Educational Facilities Authority
H&EFB		Health and Educational Facilities Board
H&HEFA		Hospitals and Higher Education Facilities Authority
HDC		Housing Devel. Corp.
HE&HFA		Higher Education and Health Facilities Authority
HE&HFB		Health Educational and Housing Facility Board
HFA		Housing Finance Agency
HFC		Housing Finance Corp.
HFDC		Health Facilities Devel. Corp.
HNE		Healthnet of New England
HSC		Hospital for Special Care
IDA		Industrial Devel. Agency
MCAS		Medlantic Center for Ambulatory Surgery
MEDE		Medlantic Enterprises
MH		Memorial Hospital
MLTCC		Medlantic Long Term Care Corp.
MRI		Medlantic Research Institutes
NRH		National Rehabilitation Hospital
NYC		New York City
OHC		Oakwood Hospital Corp.
OUH		Oakwood United Hospitals
PP		Professionals PRN, Inc.
RIBS		Residual Interest Bonds
RITES		Residual Interest Tax Exempt Security
ROLs		Residual Option Longs
SAVRS		Select Auction Variable Rate Securities
SSNH		Sunny Slope Nursing Home
TASC		Tobacco Settlement Asset-Backed Bonds
TC		Travis Corp. (People Care)
VC		VinFen Corp.
VCS		VinFen Clinical Services
WVHCS		Wyoming Valley Health Care System
YMCA		Young Men’s Christian Assoc.

See accompanying Notes to Financial Statements.

F40 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF ASSETS AND LIABILITIES July 31, 2008


Assets
Investments, at value (cost $2,900,639,021)—see accompanying statement of investments	$	2,489,761,134

Cash		835,034

Receivables and other assets:
Interest		32,068,809
Investments sold (including $4,805,469 sold on a when-issued or delayed delivery basis)		15,527,865
Shares of beneficial interest sold		4,921,349
Other		202,929

Total assets		2,543,317,120


Liabilities
Payables and other liabilities:
Payable for short-term floating rate notes issued (See Note 1)		458,163,000
Payable on borrowings (See Note 6)		97,800,000
Investments purchased (including $4,765,900 purchased on a when-issued or delayed delivery basis)		12,338,778
Shares of beneficial interest redeemed		6,578,275
Dividends		2,690,968
Distribution and service plan fees		397,130
Trustees’ compensation		269,766
Interest expense on borrowings		227,361
Shareholder communications		93,638
Transfer and shareholder servicing agent fees		72,485
Other		375,509

Total liabilities		579,006,910


Net Assets	$	1,964,310,210



Composition of Net Assets
Par value of shares of beneficial interest	$	248,799

Additional paid-in capital		2,499,296,594

Accumulated net investment income		7,589,565

Accumulated net realized loss on investments		(131,946,861	)

Net unrealized depreciation on investments		(410,877,887	)


Net Assets	$	1,964,310,210

F41 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF ASSETS AND LIABILITIES Continued


Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,605,257,030 and 203,162,745 shares of beneficial interest outstanding)	$	7.90
Maximum offering price per share (net asset value plus sales charge of 4.75% of offering price)	$	8.29

Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $35,642,058 and 4,529,411 shares of beneficial interest outstanding)	$	7.87

Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $323,411,122 and 41,106,864 shares of beneficial interest outstanding)	$	7.87

See accompanying Notes to Financial Statements.

F42 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF OPERATIONS For the Year Ended July 31, 2008


Investment Income
Interest	$	170,171,960

Other income		4,042

Total investment income		170,176,002


Expenses
Management fees		9,136,200

Distribution and service plan fees:
Class A		4,377,937
Class B		434,350
Class C		3,622,037

Transfer and shareholder servicing agent fees:
Class A		666,786
Class B		40,179
Class C		179,910

Shareholder communications:
Class A		209,686
Class B		11,945
Class C		48,240

Interest expense and fees on short-term floating rate notes issued (See Note 1)		16,215,330

Interest expense		3,577,281

Custodian fees and expenses		120,378

Trustees’ compensation		84,266

Other		696,307

Total expenses		39,420,832
Less reduction to custodian expenses		(8,330	)

Net expenses		39,412,502


Net Investment Income		130,763,500


Realized and Unrealized Loss
Net realized loss on investments		(129,781,018	)

Net change in unrealized depreciation on investments		(420,231,877	)


Net Decrease in Net Assets Resulting from Operations	$	(419,249,395	)

See accompanying Notes to Financial Statements.

F43 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended July 31,	2008			2007
Operations
Net investment income	$	130,763,500		$	107,380,958

Net realized gain (loss)		(129,781,018	)		11,126,828

Net change in unrealized appreciation (depreciation)		(420,231,877	)		(44,042,527	)

Net increase (decrease) in net assets resulting from operations		(419,249,395	)		74,465,259


Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(101,811,338	)		(85,731,981	)
Class B		(2,085,822	)		(2,258,306	)
Class C		(17,699,475	)		(13,505,828	)

		(121,596,635	)		(101,496,115	)


Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(82,512,242	)		656,844,967
Class B		(8,360,490	)		(3,750,449	)
Class C		(4,891,393	)		170,582,722

		(95,764,125	)		823,677,240


Net Assets
Total increase (decrease)		(636,610,155	)		796,646,384

Beginning of period		2,600,920,365			1,804,273,981


End of period (including accumulated net investment income of $7,589,565 and $4,498,217, respectively)	$	1,964,310,210		$	2,600,920,365

See accompanying Notes to Financial Statements.

F44 | OPPENHEIMER AMT-FREE MUNICIPALS

STATEMENT OF CASH FLOWS For the Year Ended July 31, 2008


Cash Flows from Operating Activities
Net decrease in net assets from operations	$	(419,249,395	)

Adjustments to reconcile net decrease in net assets from operations to net cash provided by operating activities:
Purchase of investment securities		(1,485,187,114	)
Proceeds from disposition of investment securities		1,566,810,990
Short-term investment securities, net		18,142,930
Premium amortization		3,581,243
Discount accretion		(23,827,813	)
Net realized loss on investments		129,781,018
Net change in unrealized depreciation on investments		420,231,877
Increase in interest receivable		(1,638,322	)
Decrease in receivable for securities sold		9,907,181
Increase in other assets		(135,298	)
Decrease in payable for securities purchased		(18,357,047	)
Increase in payable for accrued expenses		213,979


Net cash provided by operating activities		200,274,229


Cash Flows from Financing Activities
Proceeds from bank borrowings		1,367,500,000
Payments on bank borrowings		(1,314,100,000	)
Payments on short-term floating rate notes issued		(44,487,000	)
Proceeds from shares sold		1,118,863,197
Payments on bank overdraft		(286,707	)
Payment on shares redeemed		(1,279,795,683	)
Cash distributions paid		(47,133,002	)


Net cash used in financing activities		(199,439,195	)

Net increase in cash		835,034

Cash, beginning balance		—


Cash, ending balance	$	835,034

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of reinvestment of dividends and distributions of $73,769,034.

Cash paid for interest on bank borrowings—$3,592,936.

Cash paid for interest on short-term floating rate notes issued—$16,215,330.

See accompanying Notes to Financial Statements.

F45 | OPPENHEIMER AMT-FREE MUNICIPALS

FINANCIAL HIGHLIGHTS


Class A Year Ended July 31,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	10.04		$	10.08		$	10.16		$	9.53		$	9.19

Income (loss) from investment operations:
Net investment income		.53	¹		.51	¹		.50	¹		.55	¹		.59
Net realized and unrealized gain (loss)		(2.17	)		(.07	)		(.03	)		.63			.28

Total from investment operations		(1.64	)		.44			.47			1.18			.87

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.50	)		(.48	)		(.55	)		(.55	)		(.53	)


Net asset value, end of period	$	7.90		$	10.04		$	10.08		$	10.16		$	9.53



Total Return, at Net Asset Value²		(16.68	)%		4.37	%		4.78	%		12.69	%		9.60	%


Ratios/Supplemental Data

Net assets, end of period (in thousands)	$	1,605,257		$	2,129,928		$	1,494,775		$	780,571		$	568,156

Average net assets (in thousands)	$	1,807,703		$	1,838,511		$	1,147,353		$	639,474		$	567,291

Ratios to average net assets:³
Net investment income		6.05	%		4.93	%		4.97	%		5.56	%		6.18	%
Expenses excluding interest and fees on short-term floating rate notes issued		0.91	%		0.79	%		0.87	%		0.92	%		0.92	%
Interest and fees on short-term floating rate notes issued⁴		0.73	%		0.58	%		0.62	%		0.40	%		0.26	%

Total expenses		1.64	%⁵		1.37	%⁵		1.49	%		1.32	%⁵		1.18	%^5,6,7

Portfolio turnover rate		60	%		18	%		16	%		15	%		25	%


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

2.		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.

3.		Annualized for periods less than one full year.

4.		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 Note 1 of accompanying Notes.

5.		Reduction to custodian expenses less than 0.005%.

6.		Voluntary waiver of management fees less than 0.005%.

7.		Voluntary waiver of transfer agent fees less than 0.005%.

See accompanying Notes to Financial Statements.

F46 | OPPENHEIMER AMT-FREE MUNICIPALS


Class B Year Ended July 31,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	10.00		$	10.04		$	10.13		$	9.50		$	9.17

Income (loss) from investment operations:
Net investment income		.46	¹		.42	¹		.42	¹		.48	¹		.52
Net realized and unrealized gain (loss)		(2.17	)		(.06	)		(.04	)		.63			.27

Total from investment operations		(1.71	)		.36			.38			1.11			.79

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.42	)		(.40	)		(.47	)		(.48	)		(.46	)


Net asset value, end of period	$	7.87		$	10.00		$	10.04		$	10.13		$	9.50



Total Return, at Net Asset Value²		(17.34	)%		3.56	%		3.87	%		11.87	%		8.68	%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	35,642		$	54,645		$	58,570		$	41,867		$	47,024

Average net assets (in thousands)	$	43,378		$	57,919		$	50,695		$	43,648		$	55,864

Ratios to average net assets:³
Net investment income		5.21	%		4.09	%		4.19	%		4.83	%		5.42	%
Expenses excluding interest and fees on short-term floating rate notes issued		1.74	%		1.59	%		1.68	%		1.69	%		1.69	%
Interest and fees on short-term floating rate notes issued⁴		0.73	%		0.58	%		0.62	%		0.40	%		0.26	%

Total expenses		2.47	%⁵		2.17	%⁵		2.30	%		2.09	%⁵		1.95	%^5,6,7

Portfolio turnover rate		60	%		18	%		16	%		15	%		25	%


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

2.		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.

3.		Annualized for periods less than one full year.

4.		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 Note 1 of accompanying Notes.

5.		Reduction to custodian expenses less than 0.005%.

6.		Voluntary waiver of management fees less than 0.005%.

7.		Voluntary waiver of transfer agent fees less than 0.005%.

See accompanying Notes to Financial Statements.

F47 | OPPENHEIMER AMT-FREE MUNICIPALS

FINANCIAL HIGHLIGHTS Continued


Class C Year Ended July 31,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	10.00		$	10.04		$	10.13		$	9.50		$	9.16

Income (loss) from investment operations:
Net investment income		.47	¹		.43	¹		.42	¹		.47	¹		.51
Net realized and unrealized gain (loss)		(2.17	)		(.07	)		(.04	)		.64			.29

Total from investment operations		(1.70	)		.36			.38			1.11			.80

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.43	)		(.40	)		(.47	)		(.48	)		(.46	)


Net asset value, end of period	$	7.87		$	10.00		$	10.04		$	10.13		$	9.50



Total Return, at Net Asset Value²		(17.29	)%		3.60	%		3.89	%		11.87	%		8.79	%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	323,411		$	416,347		$	250,929		$	70,807		$	27,793

Average net assets (in thousands)	$	361,518		$	344,756		$	159,084		$	40,236		$	25,810

Ratios to average net assets:³
Net investment income		5.30	%		4.16	%		4.17	%		4.70	%		5.39	%
Expenses excluding interest and fees on short-term floating rate notes issued		1.68	%		1.55	%		1.62	%		1.69	%		1.70	%
Interest and fees on short-term floating rate notes issued⁴		0.73	%		0.58	%		0.62	%		0.40	%		0.26	%

Total expenses		2.41	%⁵		2.13	%⁵		2.24	%		2.09	%⁵		1.96	%^5,6,7

Portfolio turnover rate		60	%		18	%		16	%		15	%		25	%


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

2.		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.

3.		Annualized for periods less than one full year.

4.		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 Note 1 of accompanying Notes.

5.		Reduction to custodian expenses less than 0.005%.

6.		Voluntary waiver of management fees less than 0.005%.

7.		Voluntary waiver of transfer agent fees less than 0.005%.

See accompanying Notes to Financial Statements.

F48 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

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

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

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

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. Securities may be valued primarily using dealer-supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ^® are valued based on the closing price 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 closing “bid” and “asked” prices, and if not, at the closing bid price. Securities traded on foreign exchanges are valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the official closing price on the principal exchange. Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities, collateralized mortgage obligations and other asset-backed securities will be valued at the mean between the “bid” and “asked” prices. Securities for which market quotations are not readily available are valued at their fair value. 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 their respective exchanges will be fair valued. Fair value is determined in good faith using consistently applied procedures under the supervision

F49 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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

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 maintains internally designated assets with a market value equal to or greater than the amount of its purchase commitments. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase.

As of July 31, 2008, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:


	When-Issued or Delayed Delivery
	Basis Transactions
Purchased securities		$4,765,900
Sold securities		4,805,469

Inverse Floating Rate Securities. The Fund invests in inverse floating rate securities that pay interest at a rate that varies inversely with short-term interest rates. Certain of these securities may be leveraged, whereby the interest rate varies inversely at a multiple of the change in short-term rates. As interest rates rise, inverse floaters produce less current income. The price of such securities is more volatile than comparable fixed rate securities. The Fund may expose up to 20% of its total assets to the effects of leverage from its investments in inverse floaters. The Fund’s exposure to the effects of leverage from its investments in inverse floaters amount to $405,115,510 as of July 31, 2008, which represents 15.93% of the Fund’s total assets.

Certain inverse floating rate securities are created when the Fund purchases and subsequently transfers a municipal bond security (the “municipal bond”) to a broker dealer. The municipal bond is typically a fixed rate security. The broker dealer (the “sponsor”)

F50 | OPPENHEIMER AMT-FREE MUNICIPALS

creates a trust (the “Trust”) and deposits the municipal bond. The Trust issues short-term floating rate notes available to third parties and a residual interest in the municipal bond (referred to as an “inverse floating rate security”) to the Fund. The terms of these inverse floating rate securities grant the Fund the right to require that the Trust issuing the inverse floating rate security compel a tender of the short-term floating rate notes to facilitate the Fund’s repurchase of the underlying municipal bond. Following such a request, the Fund pays the sponsor the principal amount due to the holders of the short-term floating rate notes issued by the Trust and exchanges the inverse floating rate security for the underlying municipal bond. These transactions are considered secured borrowings for financial reporting purposes. As a result of such accounting treatments, the Fund includes the municipal bond position on its Statement of Investments (but do not separately include the inverse floating rate securities received). The Fund also includes the value of the municipal bond and a payable amount equal to the short-term floating rate notes issued by the Trust on its Statement of Assets and Liabilities. The interest rates on these short-term floating rate notes reset periodically, usually weekly. The holders of these short-term floating rate notes have the option to tender their investment, to the sponsor or the Trust’s liquidity provider, for redemption at par at each reset date. Income from the municipal bond position and the interest expense on the payable for the short-term floating rate notes issued by the Trust are recorded on the Fund’s Statement of Operations. At July 31, 2008, municipal bond holdings with a value of $556,971,478 shown on the Fund’s Statement of Investments are held by such Trusts and serve as collateral for the $458,163,000 in short-term floating rate notes issued and outstanding at that date.

At July 31, 2008, the Fund’s residual exposure to these types of inverse floating rate securities were as follows:


Principal			Coupon			Maturity
Amount		Inverse Floater¹	Rates²			Dates		Value
$	2,000,000	AK HFC ROLs		9.749	%		12/1/33	$	1,920,160
	2,500,000	AK HFC ROLs³		11.540			6/1/32		2,526,150
	3,285,000	Athens, GA Area Facilities Corp. COP ROLs		9.589			6/15/37		2,321,247
	11,500,000	CA Golden State Tobacco Securitization Corp. ROLs³		7.340			6/1/33		6,520,960
	5,010,000	Chicago, IL Board of Education ROLs		11.080			12/1/35		5,006,092
	4,400,000	GA Main Street Natural Gas ROLs³		16.440			9/15/26		1,568,248
	2,600,000	GA Main Street Natural Gas ROLs³		16.440			9/15/27		818,038
	1,000,000	GA Main Street Natural Gas ROLs³		16.440			9/15/28		282,900
	9,800,000	IA Tobacco Settlement Authority ROLs³		13.827			6/1/46		30,478
	3,750,000	IL Finance Authority ROLs		8.840			5/15/29		2,950,125
	2,625,000	IL Health Facilities Authority ROLs		10.097			8/15/33		2,435,528
	2,500,000	IL Metropolitan Pier & Exposition Authority RITES		10.624			12/15/28		2,572,450
	5,750,000	Jefferson Parish, LA Finance Authority (Single Family Mtg.) ROLs		10.481			12/1/32		6,296,365
	8,965,000	NE Central Plains Gas Energy ROLs³		1.920			12/1/26		774,217
	33,000,000	NJ Tobacco Settlement Authority ROLs³		7.000			6/1/29		17,917,680

F51 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued


Principal			Coupon			Maturity
Amount		Inverse Floater¹	Rates²			Dates		Value
$	3,145,000	Northwestern Gwinnett County, GA Facilities Corp. COP ROLs		9.53	%		6/15/29	$	2,719,356
	3,750,000	NY Austin Trust Various States Inverse Certificates		13.422			10/1/33		3,866,175
	7,260,000	Salt Verde, AZ Financial Corp. ROLs		11.148			12/1/37		2,956,417
	5,750,000	Salt Verde, AZ Financial Corp. ROLs³		9.409			12/1/37		1,958,335
	3,675,000	St. Joseph County, IN Hospital Authority ROLs³		2.939			8/15/46		425,014
	29,000,000	TX Municipal Gas Acquisition & Supply Corp. ROLs³		17.090			12/15/26		21,564,400
	15,000,000	VA Tobacco Settlement Authority ROLs³		7.000			6/1/47		6,215,250
	9,815,000	WA Health Care Facilities Authority ROLs³		10.795			7/1/38		3,155,228
	2,105,000	West Palm Beach, FL Community Redevel Agency ROLs³		10.530			3/1/26		2,007,665

								$	98,808,478


1.		For a list of abbreviations used in the Inverse Floater table see the Portfolio Abbreviations table on page F40 of the Statement of Investments.

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

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

The Fund enters into shortfall and forbearance agreements with the sponsors of certain inverse floaters held by the Fund. These agreements commit the Fund to reimburse the sponsor of the inverse floater, in certain circumstances, for the amount of the difference between the liquidation value of the underlying security (which is the basis of the inverse floater) and the principal amount due to the holders of the short-term floating rate notes issued by the Trust in conjunction with the inverse floating rate security. Under the standard terms of an inverse floating rate security, absent such a shortfall and forbearance agreement, the Fund would not be required to make such a reimbursement. The Manager monitors the Fund’s potential exposure with respect to these agreements on a daily basis and intends to take action to terminate the Fund’s investment in such inverse floating rate securities, if it deems it appropriate to do so. As of July 31, 2008, in addition to the exposure detailed in the preceding table, the Fund’s maximum exposure under such agreements is estimated at approximately $341,028,000.

Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities in default, and is not obligated to dispose of securities whose issuers subsequently default. As of July 31, 2008, securities with an aggregate market value of $13,322,055, representing 0.68% of the Fund’s net assets, were in default.

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.

F52 | OPPENHEIMER AMT-FREE MUNICIPALS

Operating expenses directly attributable to a specific class are charged against the operations of that class.

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

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

Net Unrealized

Depreciation

Based on Cost of

Securities and

Undistributed

Accumulated

Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3,4

Tax Purposes

10,438,975

—

118,572,472

424,252,276


1.		As of July 31, 2008, the Fund had $41,785,993 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of July 31, 2008, details of the capital loss carryforward(s) were as follows:


Expiring
2010	$	9,598,553
2016		32,187,440

Total	$	41,785,993

2.		As of July 31, 2008, the Fund had $76,786,479 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2017.

3.		During the fiscal year ended July 31, 2008, the Fund did not utilize any capital loss carryforward.

4.		During the fiscal year ended July 31, 2007, the Fund utilized $5,610,440 of capital loss carryforward to offset capital gains realized in that fiscal year.

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

F53 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Accordingly, the following amounts have been reclassified for July 31, 2008. Net assets of the Fund were unaffected by the reclassifications.


Reduction		Reduction
to Accumulated		to Accumulated
Net Investment		Net Realized Loss
Income		on Investments
$	6,075,517	$	6,075,517

The tax character of distributions paid during the years ended July 31, 2008 and July 31, 2007 was as follows:


	Year Ended		Year Ended
	July 31, 2008		July 31, 2007
Distributions paid from:
Exempt-interest dividends	$	121,182,358	$	101,287,185
Ordinary income		414,277		208,930

Total	$	121,596,635	$	101,496,115

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of July 31, 2008 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	$	2,434,955,558

Gross unrealized appreciation	$	17,916,444
Gross unrealized depreciation		(442,168,720	)

Net unrealized depreciation	$	(424,252,276	)

Trustees’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s independent trustees. Benefits are based on years of service and fees paid to each trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active independent trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the year ended July 31, 2008, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:


Projected Benefit Obligations Increased	$	33,915
Payments Made to Retired Trustees		18,866
Accumulated Liability as of July 31, 2008		182,772

F54 | OPPENHEIMER AMT-FREE MUNICIPALS

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

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 overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. 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.

F55 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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

2. Shares of Beneficial Interest

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


	Year Ended July 31, 2008						Year Ended July 31, 2007
	Shares			Amount			Shares			Amount
Class A
Sold		102,176,407		$	910,757,033			87,690,405		$	900,349,653
Dividends and/or distributions reinvested		7,257,780			63,366,022			5,299,379			54,355,692
Redeemed		(118,468,710	)		(1,056,635,297	)		(29,094,162	)		(297,860,378	)

Net increase (decrease)		(9,034,523	)	$	(82,512,242	)		63,895,622		$	656,844,967


Class B
Sold		1,213,825		$	10,635,999			1,167,735		$	11,935,473
Dividends and/or distributions reinvested		138,493			1,205,685			126,890			1,297,043
Redeemed		(2,288,281	)		(20,202,174	)		(1,661,395	)		(16,982,965	)

Net decrease		(935,963	)	$	(8,360,490	)		(366,770	)	$	(3,750,449	)


Class C
Sold		21,432,514		$	190,068,712			21,167,619		$	216,538,087
Dividends and/or distributions reinvested		1,060,919			9,197,327			687,740			7,025,377
Redeemed		(23,035,200	)		(204,157,432	)		(5,196,730	)		(52,980,742	)

Net increase (decrease)		(541,767	)	$	(4,891,393	)		16,658,629		$	170,582,722

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended July 31, 2008, were as follows:


	Purchases		Sales
Investment securities	$	1,485,187,114	$	1,566,810,990

F56 | OPPENHEIMER AMT-FREE MUNICIPALS

4. Fees and Other Transactions with Affiliates

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


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

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended July 31, 2008, the Fund paid $889,997 to OFS for services to the Fund.

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

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the average annual 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. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B or Class C plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. The Distributor’s aggregate uncompensated expenses under the Plans at June 30, 2008 for Class B and Class C shares were $1,882,026 and $4,703,268, respectively. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

F57 | OPPENHEIMER AMT-FREE MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

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

Class A

Class B

Class C

Class A

Contingent

Front-End

Deferred

Sales Charges

Retained by

Year Ended

Distributor

July 31, 2008

529,729

404,391

139,173

137,920

Waivers and Reimbursements of Expenses. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. This undertaking may be amended or withdrawn at any time.

5. Illiquid Securities

As of July 31, 2008, investments in securities included issues that are illiquid. Investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. The Fund will not invest more than 15% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Securities that are illiquid are marked with an applicable footnote on the Statement of Investments.

6. Borrowings

The Fund can borrow money from banks in amounts up to one third of its total assets (including the amount borrowed) less all liabilities and indebtedness other than borrowings to purchase portfolio securities, to meet redemption obligations or for temporary and emergency purposes. The purchase of securities with borrowed funds creates leverage in the Fund. The use of leverage will subject the Fund to greater costs than funds that do not borrow for leverage, and may also make the Fund’s share price more sensitive to interest changes. The interest on borrowed money is an expense that might reduce the Fund’s yield. Expenses incurred by the Fund with respect to interest on borrowings and commitment fees are disclosed separately or as other expenses on the Statement of Operations.

The Fund entered into a Revolving Credit and Security Agreement (the “Agreement”) with a conduit lender and a bank which enables it to participate with certain other Oppenheimer funds in a committed, secured borrowing facility that permits borrowings of up to $1.25 billion, collectively. To secure the loan, the Fund pledges investment securities in accordance with the terms of the Agreement. Interest is charged to the Fund,

F58 | OPPENHEIMER AMT-FREE MUNICIPALS

based on its borrowings, at current commercial paper issuance rates (2.7228% as of July 31, 2008). 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 commitment fee on the amount of the unused portion of the total facility size. 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 July 31, 2008, the Fund had borrowings outstanding at an interest rate of 2.7228%. Details of the borrowings for the year ended July 31, 2008 are as follows:


Average Daily Loan Balance	$	87,719,399
Average Daily Interest Rate		4.202	%
Fees Paid	$	457,066
Interest Paid	$	3,592,936

7. Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements. This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. As of July 31, 2008, the Manager does not believe the adoption of SFAS No. 157 will materially impact the financial statement amounts; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements on changes in net assets for the period.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. This standard requires enhanced disclosures about derivative and hedging activities, including qualitative disclosures about how and why the Fund uses derivative instruments, how these activities are accounted for, and their effect on the Fund’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of SFAS No. 161 and its impact on the Fund’s financial statements and related disclosures.

F59 | OPPENHEIMER AMT-FREE MUNICIPALS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities of Oppenheimer AMT-Free Municipals, including the statement of investments, as of July 31, 2008, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2008, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer AMT-Free Municipals as of July 31, 2008, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
September 16, 2008

F60 | OPPENHEIMER AMT-FREE MUNICIPALS

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2008, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2007. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.

None of the dividends paid by the Fund during the fiscal year ended July 31, 2008 are eligible for the corporate dividend-received deduction. 99.66% of the dividends were derived from interest on municipal bonds and are not subject to federal income taxes. To the extent a shareholder is subject to any state or local tax laws, some or all of the dividends received may be taxable.

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

29 | OPPENHEIMER AMT-FREE MUNICIPALS

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

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

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at http://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.

30 | OPPENHEIMER AMT-FREE MUNICIPALS

TRUSTEES AND OFFICERS Unaudited


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

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

Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2005) Age: 65		General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Treasurer and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); Member of Zurich Financial Investment Management Advisory Council (insurance) (2004-2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 64 portfolios in the OppenheimerFunds complex.

David K. Downes, Trustee (since 2007) Age: 68		Independent Chairman GSK Employee Benefit Trust (since April 2006); Director of Correctnet (since January 2006); Trustee of Employee Trusts (since January 2006); President, Chief Executive Officer and Board Member of CRAFund Advisors, Inc. (investment management company) (since January 2004); Director of Internet Capital Group (information technology company) (since October 2003); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company)(2004-2007); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch & Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse & Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 64 portfolios in the OppenheimerFunds complex.

Matthew P. Fink, Trustee (since 2005) Age: 67		Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 54 portfolios in the OppenheimerFunds complex.

31 | OPPENHEIMER AMT-FREE MUNICIPALS

TRUSTEES AND OFFICERS Unaudited / Continued


Robert G. Galli, Trustee (since 1993) Age: 75		A director or trustee of other Oppenheimer funds. Oversees 64 portfolios in the OppenheimerFunds complex.

Phillip A. Griffiths, Trustee (since 1999) Age: 69		Fellow of the Carnegie Corporation (since 2007); Distinguished Presidential Fellow for International Affairs (since 2002) and Member (since 1979) of the National Academy of Sciences; Council on Foreign Relations (since 2002); Director of GSI Lumonics Inc. (precision technology products company) (since 2001); Senior Advisor of The Andrew W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign Associate of Third World Academy of Sciences; Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). Oversees 54 portfolios in the OppenheimerFunds complex.

Mary F. Miller, Trustee (since 2004) Age: 65		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 54 portfolios in the OppenheimerFunds complex.

Joel W. Motley, Trustee (since 2002) Age: 56		Managing Director of Public Capital Advisors, LLC (privately held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee of Historic Hudson Valley. Oversees 54 portfolios in the OppenheimerFunds complex.

Russell S. Reynolds, Jr., Trustee (since 1989) Age: 76		Chairman of RSR Partners (formerly “The Directorship Search Group, Inc.”) (corporate governance consulting and executive recruiting) (since 1993); Life Trustee of International House (non-profit educational organization); Former Trustee of The Historical Society of the Town of Greenwich; Former Director of Greenwich Hospital Association. Oversees 54 portfolios in the OppenheimerFunds complex.

Joseph M. Wikler, Trustee (since 2005) Age: 67		Director of C-TASC (bio-statistics services) (since 2007); Director of the following medical device companies: Medintec (since 1992) and Cathco (since 1996); Director of Lakes Environmental Association (environmental protection organization) (since 1996); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Fortis/Hartford mutual funds (1994-December 2001). Oversees 54 portfolios in the OppenheimerFunds complex.

Peter I. Wold, Trustee (since 2005) Age: 60		President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Vice President, Secretary and Treasurer of Wold Trona Company, Inc. (soda ash processing and production) (1996-2006); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 54 portfolios in the OppenheimerFunds complex.

32 | OPPENHEIMER AMT-FREE MUNICIPALS


INTERESTED TRUSTEE AND OFFICER		The address of Mr. Murphy is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Murphy serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Murphy is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

John V. Murphy, Trustee, President and Principal Executive Officer (since 2001) Age: 59		Chairman, Chief Executive Officer and Director of the Manager (since June 2001); President of the Manager (September 2000-February 2007); President and director or trustee of other Oppenheimer funds; President and Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) and of Oppenheimer Partnership Holdings, Inc. (holding company subsidiary of the Manager) (since July 2001); Director of OppenheimerFunds Distributor, Inc. (subsidiary of the Manager) (November 2001-December 2006); Chairman and Director of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager) (since July 2001); President and Director of OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since July 2001); Director of the following investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc., Centennial Asset Management Corporation, Trinity Investment Management Corporation and Tremont Capital Management, Inc. (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 2001) and Director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive Vice President of Massachusetts Mutual Life Insurance Company (OAC’s parent company) (since February 1997); Director of DLB Acquisition Corporation (holding company parent of Babson Capital Management LLC) (since June 1995); Chairman (since October 2007) and Member of the Investment Company Institute’s Board of Governors (since October 2003). Oversees 103 portfolios in the OppenheimerFunds complex.

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

Ronald H. Fielding, Vice President and Senior Portfolio Manager (since 2002) Age: 59		Senior Vice President of the Manager (since January 1996). Chief Strategist, a Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.

Daniel G. Loughran, Vice President and Senior Portfolio Manager (since 2005) Age: 44		Senior Vice President of the Manager (since August 2007); Vice President of the Manager (April 2001-July 2007) and a Portfolio Manager with the Manager (since 1999). Team leader, a Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.

Scott S. Cottier, Vice President (since 2005) and Senior Portfolio Manager (since 2002) Age: 36		Vice President of the Manager (since September 2002). Portfolio Manager and trader at Victory Capital Management (from 1999 to 2002). Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.

33 | OPPENHEIMER AMT-FREE MUNICIPALS

TRUSTEES AND OFFICERS Unaudited / Continued


Troy E. Willis, Vice President (since 2005) and Senior Portfolio Manager (since 2006) Age: 35		Assistant Vice President of the Manager (since July 2005). Portfolio Manager of the Fund (from May 2003 to December 2005). Corporate Attorney for Southern Resource Group (from 1999 to 2003). Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 58		Senior Vice President and Chief Compliance Officer of the Manager, OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (June 1983-February 2004). Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 103 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 48		Senior Vice President and Treasurer of the Manager (since March 1999); Treasurer of the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (since March 1999), OFI Private Investments, Inc. (since March 2000), OppenheimerFunds International Ltd. (since May 2000), OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (since March 1999), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003); Principal and Chief Operating Officer of Bankers Trust Company-Mutual Fund Services Division (March 1995-March 1999). An officer of 103 portfolios in the OppenheimerFunds complex.

Brian S. Petersen, Assistant Treasurer (since 2004) Age: 38		Vice President of the Manager (since February 2007); Assistant Vice President of the Manager (August 2002-February 2007); Manager/Financial Product Accounting of the Manager (November 1998-July 2002). An officer of 103 portfolios in the OppenheimerFunds complex.

Brian C. Szilagyi, Assistant Treasurer (since 2005) Age: 38		Assistant Vice President of the Manager (since July 2004); Director of Financial Reporting and Compliance of First Data Corporation (April 2003-July 2004); Manager of Compliance of Berger Financial Group LLC (May 2001-March 2003); Director of Mutual Fund Operations at American Data Services, Inc. (September 2000-May 2001). An officer of 103 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 60		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001);

34 | OPPENHEIMER AMT-FREE MUNICIPALS


Robert G. Zack, Continued		Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds (Asia) Limited (since December 2003); Senior Vice President (May 1985-December 2003), Acting General Counsel (November 2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of the following: Shareholder Services, Inc. (May 1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November 2001), and OppenheimerFunds International Ltd. (September 1997-November 2001). An officer of 103 portfolios in the OppenheimerFunds complex.

Lisa I. Bloomberg, Assistant Secretary (since 2004) Age: 40		Vice President and Associate Counsel of the Manager (since May 2004); First Vice President (April 2001-April 2004), Associate General Counsel (December 2000-April 2004), Corporate Vice President (May 1999-April 2001) and Assistant General Counsel (May 1999-December 2000) of UBS Financial Services Inc. (formerly, PaineWebber Incorporated). An officer of 103 portfolios in the OppenheimerFunds complex.

Kathleen T. Ives, Assistant Secretary (since 2001) Age: 42		Vice President (since June 1998) and Senior Counsel and Assistant Secretary (since October 2003) of the Manager; Vice President (since 1999) and Assistant Secretary (since October 2003) of the Distributor; Assistant Secretary of Centennial Asset Management Corporation (since October 2003); Vice President and Assistant Secretary of Shareholder Services, Inc. (since 1999); Assistant Secretary of OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc. (since December 2001); Assistant Counsel of the Manager (August 1994-October 2003). An officer of 103 portfolios in the OppenheimerFunds complex.

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

35 | OPPENHEIMER AMT-FREE MUNICIPALS

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

(a)

Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $45,300 in fiscal 2008 and $38,000 in fiscal 2007.

(b)

Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $1,342 in fiscal 2008 and no such fees in fiscal 2007.

The principal accountant for the audit of the registrant’s annual financial statements billed $250,000 in fiscal 2008 and $352,190 in fiscal 2007 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: internal control reviews and professional services relating to FAS 123R.

(c)

Tax Fees

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

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

(d)

All Other Fees

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

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

(e)

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

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

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

		(2) 100%

(f)		Not applicable as less than 50%.

(g)		The principal accountant for the audit of the registrant’s annual financial statements billed $251,342 in fiscal 2008 and $352,190 in fiscal 2007 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

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

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

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

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

3.		The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the

Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

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

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

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

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

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

4.		Shareholders should note that a person who owns securities issued by Massachusetts Mutual

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

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

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 07/31/2008, 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)	Exhibit attached hereto.

	(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/ John V. Murphy John V. Murphy
		Principal Executive Officer

Date:		09/12/2008

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/ John V. Murphy John V. Murphy
		Principal Executive Officer

Date:		09/12/2008

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

Date:		09/12/2008

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