Oppenheimer Rochester Fund Municipals N-CSR 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 811-3614

Rochester Fund 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: December 31

Date of reporting period: 12/31/2010

Item 1. Reports to Stockholders.

TOP HOLDINGS AND ALLOCATIONS

Top Ten Categories
Tobacco—Master Settlement Agreement	16.9	%
Airlines	8.8
Sales Tax Revenue	8.4
Electric Utilities	7.3
Marine/Aviation Facilities	5.0
Hospital/Health Care	4.9
Tax Increment Financing (TIF)	4.8
Highways/Commuter Facilities	4.6
General Obligation	4.4
Non Profit Organization	4.0

Portfolio holdings are subject to change. Percentages are as of December 31, 2010, and are based on total assets.

Credit Allocation
Credit Rating Breakdown	NRSRO Only Total
AAA		1.4	%
AA		23.4
A		22.7
BBB		30.6
BB and Lower		12.6
Unrated		9.3
Total		100.0	%

The percentages above are based on the market value of the Fund’s securities as of December 31, 2010, and are subject to change. All securities except for those labeled “unrated” have been rated by at least one Nationally Recognized Statistical Rating Organization (“NRSRO”), such as Standard & Poor’s (“S&P”). For securities rated only by an NRSRO other than S&P, OppenheimerFunds, Inc. (the “Manager”) converts that rating to the equivalent S&P rating. If two or more NRSROs have assigned a rating to a security, the highest rating is used. Unrated securities do not necessarily indicate low credit quality.

“Investment-grade” securities are securities rated within the NRSROs’ four highest rating categories. Securities not rated by an NRSRO may or may not be equivalent of investment grade. For further details, please consult the Fund’s prospectus or Statement of Additional Information.

11 | ROCHESTER FUND MUNICIPALS

FUND PERFORMANCE DISCUSSION

How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund’s performance during its fiscal year ended December 31, 2010, followed by a graphical comparison of the Fund’s performance to appropriate broad-based market indices.

Management’s Discussion of Fund Performance. The first 10 months of the reporting period were marked by sustained investor demand for tax-free municipal bonds and municipal bond funds. As a result of the correction during the final 2 months, the income generated by Rochester Fund Municipals comprised 100% of the Fund’s positive total return. In all, the Class A shares produced a total return of 3.63% at net asset value for the reporting period (-1.29% with sales charge). As of December 31, 2010, the distribution yield of this Fund’s Class A shares was 6.42% at NAV.

     The charts on pages 16 to 19 show the Fund’s performance. We encourage investors to remain focused on their long-term financial objectives for high levels of tax-free income and believe that this Fund’s investments offer structural advantages over the long term.

     Securities issued in the Commonwealth of Puerto Rico, which are exempt from federal, state and local income taxes, represented 33.4% of the Fund’s net assets on December 31, 2010. During the reporting period, securities issued by Puerto Rico made a positive contribution to the Fund’s total return. Most of the Fund’s investments involve securities that are supported by taxes and other revenues and are designed to help finance electric utilities, highways and education.

     Better fiscal management has helped the Commonwealth significantly reduce pressure on its municipal bonds. Since taking office in January 2009, Governor Luis Fortuño has decreased Puerto Rico’s payroll by 17%, implemented a property tax and increased corporate and income taxes. In addition, lawmakers aim to end recurring budget imbalances by 2013. As a result, the Commonwealth, its agencies and its financing arm, the Government Development Bank of Puerto Rico, retained their investment-grade ratings from Standard & Poor’s and Moody’s Investors Service this reporting period (Fitch Ratings does not directly rate Puerto Rico’s general obligation debt). We remain confident in the Commonwealth’s ability to collect taxes and make its bond payments.

     The Fund continued to be invested this reporting period in bonds backed by proceeds from the tobacco Master Settlement Agreement (the MSA), the national litigation settlement

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with U.S. tobacco manufacturers. At the end of this reporting period, MSA-backed tobacco bonds accounted for 16.9% of the Fund’s total assets and comprised the Fund’s largest industry sector.¹

     Facing mixed developments in the tobacco sector, tobacco bonds failed to make a positive contribution to the Fund’s positive total return. We continue to favor tobacco bonds, however, despite a 9.3% consumption decline in 2009 and a flurry of negative tobacco bond articles in the press. In December 2010, Moody’s took rating actions on more than 200 classes of tobacco securitizations because of implications from a recent court ruling and the previous year’s consumption decline. The outcome of the Freedom Holdings case, in which the plaintiffs’ claims were dismissed on all counts, reduces much of the uncertainty surrounding certain important legal risks to the cash flows of tobacco bonds. In its rating actions, Moody’s list of possible upgrades outnumbered the possible downgrades by a 2-to-1 margin.

     We believe that tobacco bonds, while benefiting states and territories and qualifying for tax exemption, are fundamentally structured financing vehicles. Our long-term view of the sector remains bullish and we will likely continue to hold a greater percentage of tobacco bonds in our portfolios than our peers. As in prior reporting periods, the tobacco bonds this Fund held during this reporting period made all scheduled payments of interest and principal on time and in full. Although price and ratings volatility remain likely over the near term, we continue to believe that carefully researched MSA-backed bonds are fundamentally sound, and we are confident that these bonds will continue to provide high levels of tax-free income to the long-term benefit of our yield-seeking investors.

     The Fund’s airline holdings represented 8.8% of total assets as of December 31, 2010, and contributed to positive results. Many of the Fund’s holdings are backed by a security interest in the airport terminal buildings or maintenance facilities whose construction they finance and, as a result, these bonds offer investors valuable collateral.

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

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FUND PERFORMANCE DISCUSSION

     In a similar manner to the airline sector, the Fund continued to be invested in securities used to finance marine and aviation facilities this reporting period. Many of these securities are high-grade investments that are also backed by the valuable collateral of the terminals, maintenance facilities and other on-site projects whose construction they finance. At the end of the reporting period, 5.0% of the Fund’s total assets were invested in the marine/aviation facilities sector and contributed positively to the Fund’s total return.

     The Fund continued to be invested in the electric utilities sector, constituting 7.3% of the Fund’s total assets at the end of the reporting period. Our holdings in this sector consist of securities in the mid-range of the credit spectrum. The overall fundamentals in this sector also remained stable this reporting period, contributing to positive results.

     The Fund continued to favor the hospital/health care sector this reporting period, which constituted 4.9% of total assets as of December 31, 2010. The overall fundamentals in this sector remained stable this reporting period, contributing to positive results.

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

     Our approach to municipal bond investing is flexible and responsive to market conditions. Shareholders should note that market conditions during this reporting period did not affect the Fund’s overall investment 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.

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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 December 31, 2010. In the case of Class A, Class B, Class C and Class Y shares, performance is measured over a ten-fiscal-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 that of the Barclays Capital Municipal Bond Index and the Consumer Price Index. The Barclays Capital Municipal Bond Index is an unmanaged index of a broad range of investment-grade municipal bonds that is a measure of the performance of the general municipal bond market. The Consumer Price Index is a non-securities index that measures changes in the inflation rate. Performance of the securities index includes reinvestment of income but does not reflect transaction costs, fees, expenses or 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 securities comprising the indices.

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FUND PERFORMANCE DISCUSSION

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

16 | ROCHESTER FUND MUNICIPALS

Class B 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. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. See page 20 for further information.

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FUND PERFORMANCE DISCUSSION

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

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Class Y 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. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. See page 20 for further information.

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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. 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 Rochester Fund Municipals. Investors should consider the Fund’s investment objectives, risks, and other charges and expenses carefully before investing. The Fund’s prospectus and, if available, the Fund’s summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus and, if available, the Fund’s summary prospectus 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 5/15/86. Unless otherwise noted, the Class A returns includes the maximum initial sales charge of 4.75%.

Class B shares of the Fund were first publicly offered on 3/17/97. Unless otherwise noted, the Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 3/17/97. Unless otherwise noted, the Class C returns include the applicable 1% contingent deferred sales charge for the one-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.

Class Y shares of the Fund were first publicly offered on 4/28/00. Class Y shares are offered only to fee-based clients of dealers that have a special agreement with the Distributor, to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals.

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 December 31, 2010.

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

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

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

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FUND EXPENSES Continued

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	July 1, 2010		December 31, 2010		December 31, 2010
Actual
Class A	$	1,000.00	$	972.70	$	4.69
Class B		1,000.00		968.00		9.37
Class C		1,000.00		968.40		9.02
Class Y		1,000.00		973.40		3.99
Hypothetical (5% return before expenses)
Class A		1,000.00		1,020.47		4.80
Class B		1,000.00		1,015.73		9.60
Class C		1,000.00		1,016.08		9.24
Class Y		1,000.00		1,021.17		4.08

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios based on the 6-month period ended December 31, 2010 are as follows:

Class	Expense Ratios
Class A		0.94	%
Class B		1.88
Class C		1.81
Class Y		0.80

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

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STATEMENT OF INVESTMENTS December 31, 2010

Principal
Amount			Coupon			Maturity		Value
Municipal Bonds and Notes—118.8%
New York—83.0%
$	1,035,000	Albany County, NY IDA (Albany College of Pharmacy)1		5.375	%		12/01/2024	$	1,022,477
	1,700,000	Albany County, NY IDA (Albany College of Pharmacy)1		5.625			12/01/2034		1,623,636
	605,000	Albany County, NY IDA (Wildwood Programs)1		4.900			07/01/2021		501,267
	1,420,000	Albany, NY Hsg. Authority (Lark Drive)1		5.500			12/01/2028		1,424,473
	1,315,000	Albany, NY IDA (Albany Medical Center)1		6.000			05/01/2019		1,322,338
	2,460,000	Albany, NY IDA (Albany Medical Center)1		6.000			05/01/2029		2,473,727
	150,000	Albany, NY IDA (Albany Municipal Golf Course Clubhouse)1		7.500			05/01/2012		151,632
	760,000	Albany, NY IDA (Albany Rehabilitation)1		8.375			06/01/2023		746,784
	3,125,000	Albany, NY IDA (Brighter Choice Charter School)1		5.000			04/01/2027		2,636,344
	1,350,000	Albany, NY IDA (Brighter Choice Charter School)1		5.000			04/01/2032		1,080,081
	900,000	Albany, NY IDA (Brighter Choice Charter School)1		5.000			04/01/2037		697,428
	7,005,000	Albany, NY IDA (Charitable Leadership)		5.750			07/01/2026		5,159,183
	900,000	Albany, NY IDA (New Covenant Charter School)2		7.000			05/01/2025		358,668
	1,185,000	Albany, NY IDA (Sage Colleges)1		5.250			04/01/2019		1,075,921
	1,760,000	Albany, NY IDA (Sage Colleges)1		5.300			04/01/2029		1,397,405
	895,000	Albany, NY Parking Authority1		5.625			07/15/2025		899,287
	1,770,000	Albany, NY Parking Authority		7.052	3		11/01/2017		1,281,108
	790,000	Amherst, NY IDA (Asbury Pointe)1		5.800			02/01/2015		783,743
	45,000	Amherst, NY IDA (Asbury Pointe)1		6.000			02/01/2023		40,220
	3,000,000	Amherst, NY IDA (Asbury Pointe)1		6.000			02/01/2029		2,497,680
	5,350,000	Amherst, NY IDA (Beechwood Health Care Center)1		5.200			01/01/2040		3,791,224
	25,000	Amherst, NY IDA (UBF Faculty-Student Hsg. Corp.)1		5.250			08/01/2031		22,240
	875,000	Blauvelt, NY Volunteer Fire Company1		6.250			10/15/2017		844,699
	2,735,000	Brookhaven, NY IDA (Enecon Corp.)1		6.300			11/01/2033		2,275,137
	2,135,000	Brookhaven, NY IDA (Stony Brook Foundation)1		6.500			11/01/2020		2,144,479
	3,700,000	Brooklyn, NY Local Devel. Corp. (Barclays Center Arena)1		6.375			07/15/2043		3,758,497
	95,000	Broome County, NY IDA (University Plaza)1		5.000			08/01/2025		81,376
	3,030,000	Broome County, NY IDA (University Plaza)1		5.000			08/01/2036		2,342,584
	1,000,000	Broome County, NY IDA (University Plaza)1		5.100			08/01/2030		824,940
	1,250,000	Broome County, NY IDA (University Plaza)1		5.100			08/01/2036		981,338
	3,000,000	Broome County, NY IDA (University Plaza)1		5.200			08/01/2030		2,507,220
	4,450,000	Broome County, NY IDA (University Plaza)1		5.200			08/01/2036		3,546,650
	3,000,000	Bushnell Basin, NY Fire Assoc. (Volunteer Fire Dept.)1		5.750			11/01/2030		2,638,710
	915,000	Canton, NY Human Services Initiatives1		5.700			09/01/2024		868,555
	1,155,000	Canton, NY Human Services Initiatives1		5.750			09/01/2032		1,037,664
	1,000,000	Canton, NY Resource Corp. Student Hsg. Facility (Grasse River-SUNY Canton)1		5.000			05/01/2040		930,960
	1,000,000	Canton, NY Resource Corp. Student Hsg. Facility (Grasse River-SUNY Canton)1		5.000			05/01/2045		920,970

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STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	1,350,000	Cattaraugus County, NY IDA (St. Bonaventure University)1		5.450	%		09/15/2019	$	1,335,164
	9,775,000	Cayuga County, NY COP (Auburn Memorial Hospital)1		6.000			01/01/2021		9,745,968
	1,800,000	Chautauqua County, NY IDA (Woman’s Christian Assoc. of Jamestown)1		6.400			11/15/2029		1,579,590
	95,000	Chautauqua, NY Utility District1		5.000			06/01/2023		96,809
	105,000	Chautauqua, NY Utility District1		5.000			06/01/2025		105,938
	1,020,000	Chemung County, NY IDA (Hathorn Redevel. Company)1		4.850			07/01/2023		977,803
	1,515,000	Chemung County, NY IDA (Hathorn Redevel. Company)1		5.000			07/01/2033		1,361,137
	3,835,000	Chemung County, NY IDA (St. Joseph’s Hospital)		6.000			01/01/2013		3,148,190
	4,000,000	Chemung County, NY IDA (St. Joseph’s Hospital)		6.350			01/01/2013		3,283,680
	4,910,000	Chemung County, NY IDA (St. Joseph’s Hospital)		6.500			01/01/2019		3,898,540
	300,000	Clifton Springs, NY Hospital & Clinic1		7.650			01/01/2012		300,105
	2,050,000	Clifton Springs, NY Hospital & Clinic1		8.000			01/01/2020		2,050,800
	35,000	Cohoes, NY GO		6.200			03/15/2012		35,134
	25,000	Cohoes, NY GO		6.200			03/15/2013		25,088
	25,000	Cohoes, NY GO1		6.250			03/15/2014		25,082
	25,000	Cohoes, NY GO1		6.250			03/15/2015		25,077
	25,000	Cohoes, NY GO1		6.250			03/15/2016		25,069
	1,100,000	Columbia County, NY IDA (Berkshire Farms)1		7.500			12/15/2014		1,027,873
	3,300,000	Corinth, NY IDA (International Paper Company)1		5.750			02/01/2022		3,246,804
	5,370,000	Cortland County, NY IDA (Cortland Memorial Hospital)1		5.250			07/01/2032		4,791,973
	2,200,000	Dutchess County, NY IDA (Elant Fishkill)1		5.250			01/01/2037		1,571,636
	800,000	Dutchess County, NY IDA (St. Francis Hospital)1		7.500			03/01/2029		778,280
	3,250,000	Dutchess County, NY Local Devel. Corp. (Anderson Center Services)1		6.000			10/01/2030		2,995,785
	650,000	Dutchess County, NY Local Devel. Corp. (Health Quest System)1		5.750			07/01/2040		635,557
	1,000,000	Dutchess County, NY Water & Wastewater Authority		5.400	3		06/01/2027		470,940
	3,105,000	East Rochester, NY Hsg. Authority (Episcopal Senior Hsg.)1		7.750			10/01/2032		2,936,709
	1,355,000	East Rochester, NY Hsg. Authority (Gates Senior Hsg.)1		6.125			04/20/2043		1,409,065
	2,345,000	East Rochester, NY Hsg. Authority (Jefferson Park Apartments)1		6.750			03/01/2030		2,168,468
	1,700,000	East Rochester, NY Hsg. Authority (Woodland Village)1		5.500			08/01/2033		1,373,311
	3,170,000	Elmira, NY Hsg. Authority (Eastgate Apartments)1		6.250			06/01/2044		2,401,877
	1,665,000	Erie County, NY IDA (Air Cargo)1		8.500			10/01/2015		1,665,849
	4,000,000	Erie County, NY IDA (Charter School Applied Tech)1		6.750			06/01/2025		3,590,520
	7,000,000	Erie County, NY IDA (Charter School Applied Tech)1		6.875			06/01/2035		6,012,230
	1,960,000	Erie County, NY IDA (DePaul Properties)1		5.750			09/01/2028		1,369,374
	2,060,000	Erie County, NY IDA (DePaul Properties)1		6.500			09/01/2018		1,753,307
	1,750,000	Erie County, NY IDA (Global Concepts Charter School)1		6.250			10/01/2037		1,394,645
	11,310,000	Erie County, NY IDA (Medaille College)1		7.625			04/01/2035		11,668,753

24 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	9,900,000	Erie County, NY IDA (Orchard Park CCRC)		6.000	%		11/15/2026	$	8,924,256
	6,860,000	Erie County, NY IDA (Orchard Park CCRC)		6.000			11/15/2036		5,657,922
	1,415,000	Erie County, NY IDA (The Episcopal Church Home)1		6.000			02/01/2028		1,381,705
	25,290,000	Erie County, NY Tobacco Asset Securitization Corp.1		5.000			06/01/2038		18,412,890
	72,595,000	Erie County, NY Tobacco Asset Securitization Corp.1		5.000			06/01/2045		51,247,714
	93,000,000	Erie County, NY Tobacco Asset Securitization Corp.		6.140	3		06/01/2047		2,416,140
	135,450,000	Erie County, NY Tobacco Asset Securitization Corp.		6.488	3		06/01/2050		2,160,428
	194,300,000	Erie County, NY Tobacco Asset Securitization Corp.		7.196	3		06/01/2055		1,342,613
	1,024,000,000	Erie County, NY Tobacco Asset Securitization Corp.		7.650	3		06/01/2060		4,044,800
	1,410,000	Essex County, NY IDA (International Paper Company)1		4.600			03/01/2027		1,189,532
	2,300,000	Essex County, NY IDA (International Paper Company)1		6.450			11/15/2023		2,312,489
	1,500,000	Essex County, NY IDA (International Paper Company)1		6.625			09/01/2032		1,539,180
	30,000	Essex County, NY IDA (Moses Ludington Nursing Home)1		6.200			02/01/2030		30,148
	180,000	Essex County, NY IDA (Moses Ludington Nursing Home)1		6.375			02/01/2050		180,794
	975,000	Essex County, NY IDA (North Country Community College Foundation)1		5.000			06/01/2020		995,075
	320,000	Essex County, NY IDA (North Country Community College Foundation)1		5.000			06/01/2020		326,589
	410,000	Essex County, NY IDA (North Country Community College Foundation)1		5.200			06/01/2025		411,423
	1,235,000	Essex County, NY IDA (North Country Community College Foundation)1		5.200			06/01/2025		1,239,285
	1,100,000	Essex County, NY IDA (North Country Community College Foundation)1		5.300			06/01/2035		1,015,124
	9,300,000	Essex County, NY IDA Solid Waste Disposal (International Paper Company)1		5.200			12/01/2023		8,637,282
	4,440,000	Essex County, NY IDA Solid Waste Disposal (International Paper Company)1		5.200			03/01/2028		4,044,440
	1,850,000	Essex County, NY IDA Solid Waste Disposal (International Paper Company)1		5.500			08/15/2022		1,795,814
	1,625,000	Essex County, NY IDA Solid Waste Disposal (International Paper Company)1		5.500			10/01/2026		1,536,454
	5,680,000	Franklin County, NY IDA (Adirondack Medical Center)1		5.500			12/01/2029		5,397,988
	900,000	Franklin County, NY IDA (North Country Community College Foundation)1		5.200			06/01/2025		903,123
	3,395,000	Glen Cove, NY IDA (SLCD)1		7.375			07/01/2023		3,410,923
	1,075,000	Green Island, NY Power Authority1		5.125			12/15/2024		1,037,569
	2,210,000	Green Island, NY Power Authority1		6.000			12/15/2020		2,250,222
	1,695,000	Green Island, NY Power Authority1		6.000			12/15/2025		1,704,848
	105,000	Hempstead, NY IDA (Dentaco Corp.)1		7.250			11/01/2012		103,676
	1,270,000	Hempstead, NY IDA (Dentaco Corp.)1		8.250			11/01/2025		1,227,303
	7,930,000	Hempstead, NY IDA (Franklin Hospital Medical Center)1		6.375			11/01/2018		7,930,714
	7,660,000	Hempstead, NY IDA (Franklin Hospital Medical Center)1		7.750			11/01/2022		7,890,413

25 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	25,260,000	Hempstead, NY IDA (Lynbrook Facilities)1		6.500	%		11/01/2042	$	18,553,723
	3,665,000	Hempstead, NY IDA (Peninsula Counseling Center)1		6.500			11/01/2038		3,098,684
	5,680,000	Hempstead, NY IDA (South Shore Y JCC)1		6.750			11/01/2024		4,965,854
	845,000	Herkimer County, NY IDA (Folts Adult Home)1		5.500			03/20/2040		848,355
	1,000,000	Herkimer County, NY IDA (Herkimer County College Foundation)1		6.250			08/01/2034		1,001,580
	1,285,000	Herkimer County, NY IDA (Herkimer County College Foundation)1		6.400			11/01/2020		1,308,104
	2,000,000	Herkimer County, NY IDA (Herkimer County College Foundation)1		6.500			11/01/2030		2,016,560
	75,000	Herkimer, NY Hsg. Authority1		7.150			03/01/2011		75,334
	67,340,000	Hudson Yards, NY Infrastructure Corp.1		5.000			02/15/2047		60,909,703
	358,680,000	Hudson Yards, NY Infrastructure Corp.1		5.000			02/15/2047		324,429,647
	135,000	Huntington, NY Hsg. Authority (GJSR)1		5.875			05/01/2019		128,897
	1,000,000	Huntington, NY Hsg. Authority (GJSR)1		6.000			05/01/2029		922,070
	8,500,000	Huntington, NY Hsg. Authority (GJSR)1		6.000			05/01/2039		7,130,990
	675,000	Islip, NY IDA (Leeway School)1		9.000			08/01/2021		675,979
	15,265,000	Islip, NY IDA (Southside Hospital Civic Facilities)1		7.750			12/01/2022		14,803,386
	1,125,000	Islip, NY IDA (United Cerebral Palsy Assoc.)1		6.250			12/01/2031		960,401
	9,695,000	Islip, NY IDA (United Cerebral Palsy Assoc.)1		6.250			12/01/2031		8,276,525
	60,000	L.I., NY Power Authority, Series A1		5.125			09/01/2029		57,390
	5,300,000	Madison County, NY IDA (Commons II Student Hsg.)1		5.000			06/01/2040		4,481,786
	850,000	Madison County, NY IDA (Morrisville State College Foundation)1		5.000			06/01/2028		757,197
	1,100,000	Madison County, NY IDA (Morrisville State College Foundation)1		5.000			06/01/2032		962,302
	1,320,000	Madison County, NY IDA (Oneida Healthcare Center)1		5.300			02/01/2021		1,279,859
	5,500,000	Madison County, NY IDA (Oneida Healthcare Center)1		5.350			02/01/2031		4,784,780
	570,000	Middletown, NY IDA (Flanagan Design & Display)1		7.500			11/01/2018		498,231
	1,165,000	Middletown, NY IDA (YMCA)1		7.000			11/01/2019		1,164,499
	50,000	Monroe County, NY IDA (Cloverwood Senior Living)1		6.750			05/01/2023		46,592
	165,000	Monroe County, NY IDA (Cloverwood Senior Living)1		6.875			05/01/2033		185,460
	860,000	Monroe County, NY IDA (Cloverwood Senior Living)1		6.875			05/01/2033		791,449
	3,885,000	Monroe County, NY IDA (DePaul Community Facilities)1		5.875			02/01/2028		2,774,512
	4,780,000	Monroe County, NY IDA (DePaul Community Facilities)1		5.950			08/01/2028		3,965,010
	2,470,000	Monroe County, NY IDA (Parma Senior Hsg. Assoc.)1		6.500			12/01/2042		2,119,384
	2,915,000	Monroe County, NY IDA (Rochester Institute of Technology)1		5.375			04/01/2029		2,720,424
	2,260,000	Monroe County, NY IDA (St. John Fisher College)1		5.250			06/01/2026		2,078,138
	3,210,000	Monroe County, NY IDA (St. John Fisher College)1		5.375			06/01/2024		3,123,458
	2,175,000	Monroe County, NY IDA (Summit at Brighton)1		5.375			07/01/2032		1,656,023
	3,660,000	Monroe County, NY IDA (Summit at Brighton)1		5.500			07/01/2027		2,917,789

26 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	670,000	Monroe County, NY IDA (Volunteers of America)1		5.700	%		08/01/2018	$	613,177
	2,765,000	Monroe County, NY IDA (Volunteers of America)1		5.750			08/01/2028		2,261,272
	15,000,000	Monroe County, NY Industrial Devel. Corp. (Unity Hospital Rochester)1		5.750			08/15/2035		16,101,150
	650,000,000	Monroe County, NY Tobacco Asset Securitization Corp. (TASC)		7.701	3		06/01/2061		2,294,500
	580,000	Monroe, NY Newpower Corp1		5.625			01/01/2026		552,630
	2,265,000	Monroe, NY Newpower Corp.1		5.500			01/01/2034		2,011,841
	600,000	Mount Vernon, NY IDA (Kings Court)1		5.200			12/01/2033		575,928
	3,275,000	Mount Vernon, NY IDA (Macedonia Towers)1		5.200			12/01/2033		2,750,542
	2,240,000	Mount Vernon, NY IDA (Meadowview)1		6.150			06/01/2019		2,142,157
	2,600,000	Mount Vernon, NY IDA (Meadowview)1		6.200			06/01/2029		2,303,054
	802,824	Municipal Assistance Corp. for Troy, NY		5.733	3		07/15/2021		512,531
	1,218,573	Municipal Assistance Corp. for Troy, NY		5.741	3		01/15/2022		757,538
	700,000	Nassau County, NY IDA (ACDS)1		5.950			11/01/2022		623,882
	440,000	Nassau County, NY IDA (ALIA-ACDS)1		7.500			06/01/2015		445,711
	2,975,000	Nassau County, NY IDA (ALIA-ACLD)1		6.250			09/01/2022		2,723,761
	165,000	Nassau County, NY IDA (ALIA-ACLD)1		7.125			06/01/2017		165,452
	220,000	Nassau County, NY IDA (ALIA-ACLD)1		7.500			06/01/2015		222,856
	3,705,000	Nassau County, NY IDA (ALIA-CSMR)1		7.000			11/01/2016		3,714,040
	2,395,000	Nassau County, NY IDA (ALIA-CSMR)1		7.125			06/01/2017		2,401,562
	1,105,000	Nassau County, NY IDA (ALIA-CSMR)1		7.500			06/01/2015		1,119,343
	95,000	Nassau County, NY IDA (ALIA-FREE)1		7.125			06/01/2012		96,102
	1,360,000	Nassau County, NY IDA (ALIA-FREE)1		7.500			06/01/2015		1,377,653
	4,030,000	Nassau County, NY IDA (ALIA-FREE)1		8.150			06/01/2030		4,067,681
	6,065,000	Nassau County, NY IDA (ALIA-FREE)1		8.250			06/01/2032		6,178,112
	640,000	Nassau County, NY IDA (ALIA-HH)1		7.125			06/01/2017		641,754
	490,000	Nassau County, NY IDA (ALIA-HHS)1		7.125			06/01/2017		491,343
	120,000	Nassau County, NY IDA (ALIA-LVH)1		7.500			06/01/2015		121,558
	12,500,000	Nassau County, NY IDA (Amsterdam at Harborside)1		6.700			01/01/2043		11,533,000
	330,000	Nassau County, NY IDA (CNGCS)1		7.500			06/01/2030		334,283
	2,245,000	Nassau County, NY IDA (CNGCS)1		8.150			06/01/2030		2,265,991
	4,900,000	Nassau County, NY IDA (CSMR)1		5.950			11/01/2022		4,367,174
	600,000	Nassau County, NY IDA (Epilepsy Foundation of L.I.)1		5.950			11/01/2022		534,756
	1,660,000	Nassau County, NY IDA (Hispanic Counseling Center)1		6.500			11/01/2037		1,406,335
	3,150,000	Nassau County, NY IDA (Keyspan-Glenwood Energy Center)1		5.250			06/01/2027		3,100,514
	610,000	Nassau County, NY IDA (Life’s WORCA)1		5.950			11/01/2022		543,669
	3,545,000	Nassau County, NY IDA (Little Village School)1		7.500			12/01/2031		3,539,647
	1,000,000	Nassau County, NY IDA (New York Institute of Technology)1		4.750			03/01/2026		938,630
	3,535,000	Nassau County, NY IDA (New York Water Service Corp.)1		5.000			12/01/2035		3,070,466

27 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	2,115,000	Nassau County, NY IDA (North Shore CFGA)1		6.750	%		05/01/2024	$	1,999,373
	1,255,000	Nassau County, NY IDA (PLUS Group Home)1		6.150			11/01/2022		1,138,084
	1,280,000	Nassau County, NY IDA (United Cerebral Palsy)1		6.250			11/01/2014		1,258,547
	645,000	Nassau County, NY IDA (United Veteran’s Beacon House)1		6.500			11/01/2037		546,438
	610,000	Nassau County, NY IDA, Series A-A1		6.000			07/02/2021		553,648
	6,600,000	Nassau County, NY IDA, Series A-B1		6.000			07/01/2021		5,990,292
	655,000	Nassau County, NY IDA, Series A-C1		6.000			07/01/2021		594,491
	745,000	Nassau County, NY IDA, Series A-D1		6.000			07/01/2021		676,177
	122,875,000	Nassau County, NY Tobacco Settlement Corp.1		5.125			06/01/2046		87,166,296
	9,000,000	Nassau County, NY Tobacco Settlement Corp.1		5.250			06/01/2026		7,938,270
	20,000,000	Nassau County, NY Tobacco Settlement Corp.		5.820	3		06/01/2046		679,800
	105,975,000	Nassau County, NY Tobacco Settlement Corp.		6.221	3		06/01/2046		3,042,542
	1,055,215,000	Nassau County, NY Tobacco Settlement Corp.		6.537	3		06/01/2060		5,888,100
	40,000,000	Nassau County, NY Tobacco Settlement Corp.		7.351	3		06/01/2060		158,000
	22,780,000	Nassau County, NY Tobacco Settlement Corp. (TASC)1		5.000			06/01/2035		17,097,757
	13,010,000	New Rochelle, NY IDA (College of New Rochelle)1		5.250			07/01/2027		12,715,324
	3,670,000	New Rochelle, NY IDA (Soundview Apartments)1		5.375			04/01/2036		3,425,138
	3,300,000	Niagara County, NY IDA (American Ref-Fuel Company)1		5.550			11/15/2024		3,353,064
	2,810,000	Niagara County, NY IDA (Niagara Falls Memorial Medical Center)		5.750			06/01/2018		2,682,286
	1,500,000	Niagara County, NY IDA (Niagara University)1		5.350			11/01/2023		1,504,035
	5,400,000	Niagara County, NY IDA (Niagara University)1		5.400			11/01/2031		5,203,440
	2,600,000	Niagara County, NY IDA (Solid Waste Disposal)1		5.550			11/15/2024		2,642,120
	7,250,000	Niagara County, NY IDA (Solid Waste Disposal)1		5.625			11/15/2024		7,382,748
	20,000	Niagara County, NY Tobacco Asset Securitization Corp.1		5.750			05/15/2022		19,080
	1,480,000	Niagara County, NY Tobacco Asset Securitization Corp.1		6.250			05/15/2034		1,352,246
	6,295,000	Niagara County, NY Tobacco Asset Securitization Corp.1		6.250			05/15/2040		5,630,752
	125,000	Niagara Falls, NY Public Water Authority1		5.500			07/15/2034		119,981
	355,000	Niagara, NY Frontier Transportation Authority (Buffalo Niagara International Airport)1		5.000			04/01/2028		315,567
	1,875,000	Niagara, NY Frontier Transportation Authority (Buffalo Niagara International Airport)1		5.625			04/01/2029		1,808,531
	2,835,000	North Tonawanda, NY HDC (Bishop Gibbons Associates)1		7.375			12/15/2021		3,382,495
	500,000	NY Carnegie Redevel. Corp.		7.000			09/01/2021		406,835
	7,455,000	NY Counties Tobacco Trust I		6.250			06/01/2028		6,996,294
	6,235,000	NY Counties Tobacco Trust I1		6.500			06/01/2035		5,837,706
	19,230,000	NY Counties Tobacco Trust I1		6.625			06/01/2042		18,028,510
	29,800,000	NY Counties Tobacco Trust II (TASC)1		5.625			06/01/2035		24,749,198
	53,880,000	NY Counties Tobacco Trust II (TASC)1		5.750			06/01/2043		44,553,372
	245,000	NY Counties Tobacco Trust III1		6.000			06/01/2043		210,296
	7,000,000	NY Counties Tobacco Trust IV1		5.000			06/01/2038		4,969,930

28 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	131,335,000	NY Counties Tobacco Trust IV		5.920	%3		06/01/2050	$	2,525,572
	304,690,000	NY Counties Tobacco Trust IV		6.395	3		06/01/2055		2,873,227
	608,700,000	NY Counties Tobacco Trust IV		6.816	3		06/01/2060		2,404,365
	52,535,000	NY Counties Tobacco Trust IV (TASC)1		5.000			06/01/2042		36,705,679
	38,275,000	NY Counties Tobacco Trust IV (TASC)1		5.000			06/01/2045		26,491,659
	82,500,000	NY Counties Tobacco Trust IV (TASC)1		6.250			06/01/2041		74,028,075
	236,140,000	NY Counties Tobacco Trust V		6.070	3		06/01/2038		17,228,774
	599,098,613	NY Counties Tobacco Trust V		6.210	3		06/01/2050		12,796,746
	643,195,000	NY Counties Tobacco Trust V		6.850	3		06/01/2055		6,065,329
	3,845,000,000	NY Counties Tobacco Trust V		7.846	3		06/01/2060		15,187,750
	15,000,000	NY Liberty Devel. Corp. (Bank of America Tower)1		5.125			01/15/2044		14,524,200
	62,345,000	NY Liberty Devel. Corp. (Bank of America Tower)4		5.625			01/15/2046		63,649,050
	4,000,000	NY Liberty Devel. Corp. (Bank of America Tower)1		5.625			07/15/2047		4,004,080
	68,000,000	NY Liberty Devel. Corp. (Goldman Sachs Headquarters)4		5.250			10/01/2035		66,154,392
	13,925,000	NY Liberty Devel. Corp. (Goldman Sachs Headquarters)1		5.250			10/01/2035		13,547,772
	2,199,995	NY Liberty Devel. Corp. (National Sports Museum)2,5		6.125			02/15/2019		22
	51,560,000	NY MTA, Series A4		5.000			11/15/2030		51,371,661
	20,000	NY MTA, Series A1		5.000			11/15/2032		19,162
	25,000	NY MTA, Series B1		5.000			01/01/2031		24,444
	1,400,000	NY Newark-Wayne Community Hospital1		7.600			09/01/2015		1,399,734
	29,720,000	NY Seneca Nation Indians Capital Improvements1		5.000			12/01/2023		23,636,613
	25,000	NY Triborough Bridge & Tunnel Authority1		5.000			01/01/2032		25,015
	33,060,000	NY Triborough Bridge & Tunnel Authority, Series A4		5.000			01/01/2027		33,127,142
	13,950,000	NY TSASC, Inc. (TFABs)1		5.000			06/01/2026		12,983,544
	251,510,000	NY TSASC, Inc. (TFABs)1		5.000			06/01/2034		194,698,921
	337,515,000	NY TSASC, Inc. (TFABs)1		5.125			06/01/2042		249,777,976
	5,000,000	NYC Capital Resources Corp. (Albee Retail Devel.)1		7.250			11/01/2042		4,932,600
	15,000	NYC GO1		5.000			06/01/2020		15,833
	25,000	NYC GO1		5.000			03/01/2025		25,472
	20,000,000	NYC GO4		5.000			04/01/2030		20,036,243
	46,000,000	NYC GO4		5.000			06/01/2030		46,088,242
	10,920,000	NYC GO4		5.000			08/01/2030		10,941,731
	12,455,000	NYC GO4		5.000			12/01/2033		12,498,271
	30,150,000	NYC GO4		5.000			11/01/2034		30,210,320
	12,765,000	NYC GO4		5.000			03/01/2035		12,764,081
	19,405,000	NYC GO4		5.000			04/01/2035		19,403,428
	5,400,000	NYC GO4		5.000			08/01/2035		5,399,781
	60,000	NYC GO1		5.100			11/01/2019		62,987
	100,000	NYC GO1		5.250			09/15/2013		100,344
	20,000,000	NYC GO4		5.250			03/01/2021		22,088,200
	5,000	NYC GO1		5.250			08/01/2021		5,015

29 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	25,530,000	NYC GO4		5.250	%		06/01/2027	$	26,133,827
	5,000	NYC GO1		5.375			12/01/2026		5,129
	5,000	NYC GO1		5.375			03/01/2027		5,488
	37,945,000	NYC GO4		5.375			06/01/2032		38,368,931
	40,000	NYC GO1		5.500			08/01/2022		40,119
	5,000	NYC GO1		5.500			12/01/2031		5,144
	5,000	NYC GO1		5.950			08/01/2014		5,020
	40,000	NYC GO		6.154	3		10/01/2012		39,205
	2,000,000	NYC GO1		6.250			12/15/2031		2,207,220
	15,000	NYC GO1		7.250			08/15/2024		15,067
	5,000	NYC GO1		7.750			08/15/2028		5,032
	1,475,000	NYC GO ROLs6		14.659	7		05/15/1931		1,508,748
	5,395,000	NYC GO ROLs6		14.668	7		05/15/2036		5,401,042
	875,000	NYC GO ROLs6		14.671	7		05/15/2033		885,500
	37,272	NYC HDC (Beekman)1		6.500			10/15/2017		37,350
	252,254	NYC HDC (Bridgeview III)		6.500			12/15/2017		253,422
	743,271	NYC HDC (Cadman Towers)		6.500			11/15/2018		746,712
	47,802	NYC HDC (Essex Terrace)		6.500			07/15/2018		47,964
	104,207	NYC HDC (Keith Plaza)		6.500			02/15/2018		104,561
	1,800,000	NYC HDC (Multifamily Hsg.)1		4.700			11/01/2040		1,570,968
	780,000	NYC HDC (Multifamily Hsg.)1		5.000			11/01/2030		715,572
	3,500,000	NYC HDC (Multifamily Hsg.)4		5.000			11/01/2037		3,233,087
	2,700,000	NYC HDC (Multifamily Hsg.)1		5.000			11/01/2042		2,544,291
	60,000	NYC HDC (Multifamily Hsg.)1		5.050			11/01/2023		60,152
	4,685,000	NYC HDC (Multifamily Hsg.)4		5.050			11/01/2039		4,312,238
	2,435,000	NYC HDC (Multifamily Hsg.)4		5.100			11/01/2027		2,399,741
	3,000,000	NYC HDC (Multifamily Hsg.)4		5.125			11/01/2032		2,868,810
	5,100,000	NYC HDC (Multifamily Hsg.)1		5.150			11/01/2037		4,857,597
	1,675,000	NYC HDC (Multifamily Hsg.)1		5.200			11/01/2035		1,527,081
	8,035,000	NYC HDC (Multifamily Hsg.)4		5.200			11/01/2040		7,592,880
	14,110,000	NYC HDC (Multifamily Hsg.)4		5.250			11/01/2030		14,125,939
	7,205,000	NYC HDC (Multifamily Hsg.)1		5.250			11/01/2045		6,798,854
	5,140,000	NYC HDC (Multifamily Hsg.)1		5.350			11/01/2037		5,010,986
	1,215,000	NYC HDC (Multifamily Hsg.)1		5.350			05/01/2041		1,094,265
	15,000	NYC HDC (Multifamily Hsg.)1		5.400			11/01/2033		14,780
	3,735,000	NYC HDC (Multifamily Hsg.)1		5.450			11/01/2040		3,664,521
	2,670,000	NYC HDC (Multifamily Hsg.)1		5.450			11/01/2046		2,394,910
	4,785,000	NYC HDC (Multifamily Hsg.)1		5.500			11/01/2028		4,808,399
	3,090,000	NYC HDC (Multifamily Hsg.)4		5.500			11/01/2034		3,107,236
	2,840,000	NYC HDC (Multifamily Hsg.)4		5.550			11/01/2039		2,851,048
	10,910,000	NYC HDC (Multifamily Hsg.)4		5.700			11/01/2046		10,983,164

30 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	69,223	NYC HDC (Multifamily Hsg.)1		6.500	%		02/15/2018	$	70,795
	10,470,000	NYC HDC (Multifamily Hsg.), Series A4		5.600			11/01/2042		10,491,778
	31,300,000	NYC HDC (Multifamily Hsg.), Series B4		5.350			05/01/2049		29,878,424
	11,250,000	NYC HDC (Multifamily Hsg.), Series C4		5.050			11/01/2036		10,323,380
	8,365,000	NYC HDC (Multifamily Hsg.), Series C4		5.125			05/01/2040		7,817,686
	385,000	NYC HDC (Multifamily Hsg.), Series C1		5.700			05/01/2031		385,039
	1,000,000	NYC HDC (Multifamily Hsg.), Series E1		5.200			11/01/2033		959,550
	2,155,000	NYC HDC (Multifamily Hsg.), Series F1		5.200			11/01/2032		2,081,213
	13,180,000	NYC HDC (Multifamily Hsg.), Series G-14		4.875			11/01/2039		12,094,413
	1,345,000	NYC HDC (Multifamily Hsg.), Series H-21		5.200			11/01/2038		1,276,728
	3,400,000	NYC HDC (Multifamily Hsg.), Series H-21		5.250			05/01/2046		3,206,472
	15,510,000	NYC HDC (Multifamily Hsg.), Series I-24		5.200			11/01/2038		14,232,499
	856,251	NYC HDC (Ruppert)1		6.500			11/15/2018		901,135
	213,373	NYC HDC (St. Martin Tower)		6.500			11/15/2018		214,361
	2,750,000	NYC HDC, Series C4		5.000			11/01/2026		2,697,146
	22,200,000	NYC Health & Hospital Corp. (Health System)1		5.000			02/15/2030		22,117,638
	870,000	NYC IDA (A Very Special Place)1		5.750			01/01/2029		710,599
	3,215,000	NYC IDA (Acme Architectural Products)1		6.375			11/01/2019		2,885,109
	43,020,000	NYC IDA (AIRIS JFK I/JFK International Airport)1		5.500			07/01/2028		37,387,391
	20,875,000	NYC IDA (AIRIS JFK I/JFK International Airport)1		6.000			07/01/2027		19,460,719
	160,000	NYC IDA (Allied Metal)1		6.375			12/01/2014		154,184
	940,000	NYC IDA (Allied Metal)1		7.125			12/01/2027		867,714
	2,830,000	NYC IDA (Amboy Properties)1		6.750			06/01/2020		2,354,192
	2,905,000	NYC IDA (American Airlines)		5.400			07/01/2019		2,477,587
	32,580,000	NYC IDA (American Airlines)		5.400			07/01/2020		27,401,409
	41,550,000	NYC IDA (American Airlines)		6.900			08/01/2024		38,447,462
	540,000	NYC IDA (American Airlines)1		7.500			08/01/2016		554,504
	18,200,000	NYC IDA (American Airlines)1		7.625			08/01/2025		18,921,630
	69,350,000	NYC IDA (American Airlines)1		7.750			08/01/2031		72,479,072
	44,860,000	NYC IDA (American Airlines)1		8.000			08/01/2028		47,566,852
	338,060,000	NYC IDA (American Airlines)1		8.500			08/01/2028		348,739,315
	3,530,000	NYC IDA (American National Red Cross)1		5.000			02/01/2036		3,006,219
	3,775,000	NYC IDA (Atlantic Paste & Glue Company)1		6.625			11/01/2019		3,433,438
	935,000	NYC IDA (Atlantic Veal & Lamb)1		8.375			12/01/2016		935,243
	105,000	NYC IDA (Baco Enterprises)1		7.500			11/01/2011		104,897
	1,685,000	NYC IDA (Baco Enterprises)1		8.500			11/01/2021		1,662,825
	1,230,000	NYC IDA (Bark Frameworks)1		6.750			11/01/2019		1,139,238
	5,500,000	NYC IDA (Beth Abraham Health Services)1		6.500			02/15/2022		4,742,210
	1,035,000	NYC IDA (Beth Abraham Health Services)1		6.500			11/15/2027		903,162
	4,220,000	NYC IDA (Beth Abraham Health Services)1		6.500			11/15/2034		3,615,612
	52,750,000	NYC IDA (British Airways)1		5.250			12/01/2032		40,773,113

31 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	34,450,000	NYC IDA (British Airways)1		7.625	%		12/01/2032	$	34,727,323
	97,120,000	NYC IDA (Brooklyn Navy Yard Cogeneration Partners)1		5.650			10/01/2028		73,236,250
	153,620,000	NYC IDA (Brooklyn Navy Yard Cogeneration Partners)1		5.750			10/01/2036		115,351,722
	22,255,000	NYC IDA (Brooklyn Navy Yard Cogeneration Partners)1		6.200			10/01/2022		19,224,314
	16,205,000	NYC IDA (Calhoun School)1		6.625			12/01/2034		14,038,392
	4,145,000	NYC IDA (Calhoun School)1		6.625			12/01/2034		3,543,478
	2,895,000	NYC IDA (Center for Elimination of Family Violence)1		7.375			11/01/2036		2,772,542
	15,540,000	NYC IDA (Center for Nursing/Rehabilitation)1		5.375			08/01/2027		12,900,376
	3,400,000	NYC IDA (Center for Nursing/Rehabilitation)1		5.375			08/01/2027		2,822,476
	29,135,000	NYC IDA (Chapin School)1		5.000			11/01/2038		23,688,212
	1,490,000	NYC IDA (Comprehensive Care Management)1		6.000			05/01/2026		1,264,340
	3,145,000	NYC IDA (Comprehensive Care Management)1		6.125			11/01/2035		2,551,727
	3,760,000	NYC IDA (Comprehensive Care Management)1		6.375			11/01/2028		2,997,472
	1,490,000	NYC IDA (Comprehensive Care Management)1		6.375			11/01/2028		1,268,988
	1,375,000	NYC IDA (Comprehensive Care Management)1		7.875			12/01/2016		1,375,316
	430,000	NYC IDA (Comprehensive Care Management)1		8.000			12/01/2011		430,297
	2,800,000	NYC IDA (Continental Airlines)		8.000			11/01/2012		2,822,652
	4,685,000	NYC IDA (Continental Airlines)		8.375			11/01/2016		4,720,653
	1,310,000	NYC IDA (Cool Wind Ventilation)1		5.450			11/01/2017		1,111,352
	1,180,000	NYC IDA (Cool Wind Ventilation)1		5.450			11/01/2017		1,001,065
	5,685,000	NYC IDA (Cool Wind Ventilation)1		6.075			11/01/2027		4,259,714
	475,000	NYC IDA (Eger Harbor House)1		5.875			05/20/2044		489,863
	5,500,000	NYC IDA (Family Support Systems)2		7.500			11/01/2034		3,590,675
	1,790,000	NYC IDA (Good Shepherd Services)1		5.875			06/01/2014		1,692,051
	3,270,000	NYC IDA (Gourmet Boutique)1		5.750			05/01/2021		2,583,889
	7,290,000	NYC IDA (Guttmacher Institute)1		5.750			12/01/2036		5,661,706
	2,095,000	NYC IDA (Herbert G. Birch Childhood Project)1		8.375			02/01/2022		2,098,059
	800,000	NYC IDA (Independent Living Assoc.)1		6.200			07/01/2020		746,360
	9,000,000	NYC IDA (JFK International Airport)1		8.000			08/01/2012		9,184,320
	540,000	NYC IDA (Just Bagels Manufacturing)1		8.500			11/01/2016		544,455
	920,000	NYC IDA (Just Bagels Manufacturing)1		8.750			11/01/2026		934,959
	19,700,000	NYC IDA (Liberty-7 World Trade Center)1		6.250			03/01/2015		19,428,337
	17,190,000	NYC IDA (Liberty-7 World Trade Center)		6.500			03/01/2035		16,423,670
	12,000,000	NYC IDA (Liberty-7 World Trade Center)1		6.750			03/01/2015		12,033,120
	45,500,000	NYC IDA (Liberty-IAC/Interactive Corp.)1		5.000			09/01/2035		38,035,725
	10,000	NYC IDA (Lighthouse International)1		4.500			07/01/2033		8,252
	2,405,000	NYC IDA (Little Red Schoolhouse)1		6.750			11/01/2018		2,407,501
	23,000,000	NYC IDA (Magen David Yeshivah)1		5.700			06/15/2027		16,075,620
	3,745,000	NYC IDA (Manhattan Community Access Corp.)1		6.000			12/01/2036		3,008,920
	1,895,000	NYC IDA (Margaret Tietz Nursing & Rehabilitation Center)1		6.375			11/01/2038		1,557,330

32 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	9,175,000	NYC IDA (Margaret Tietz Nursing & Rehabilitation Center)1		6.375	%		11/01/2038	$	7,540,107
	680,000	NYC IDA (Marymount School of New York)1		5.125			09/01/2021		689,330
	4,010,000	NYC IDA (Marymount School of New York)1		5.250			09/01/2031		3,824,939
	17,780,000	NYC IDA (MediSys Health Network)1		6.250			03/15/2024		14,746,910
	325,000	NYC IDA (Mesorah Publications)1		6.450			02/01/2011		324,685
	4,790,000	NYC IDA (Mesorah Publications)1		6.950			02/01/2021		4,459,730
	8,405,000	NYC IDA (Metro Biofuels)1		6.000			11/01/2028		6,432,851
	2,700,000	NYC IDA (Metropolitan College of New York)1		5.750			03/01/2020		2,639,682
	1,855,000	NYC IDA (Morrisons Pastry)1		6.500			11/01/2019		1,733,423
	25,000	NYC IDA (NYU)1		5.000			07/01/2041		24,389
	40,000,000	NYC IDA (NYU)4		5.250			07/01/2048		40,394,912
	2,935,000	NYC IDA (Petrocelli Electric)1		8.000			11/01/2017		2,848,271
	805,000	NYC IDA (Petrocelli Electric)1		8.000			11/01/2018		765,016
	10,065,000	NYC IDA (Polytechnic University)1		5.250			11/01/2027		9,790,226
	1,830,000	NYC IDA (Precision Gear)1		6.375			11/01/2024		1,625,681
	2,145,000	NYC IDA (Precision Gear)1		6.375			11/01/2024		1,909,372
	865,000	NYC IDA (Precision Gear)1		7.625			11/01/2024		861,661
	1,750,000	NYC IDA (PSCH)1		6.375			07/01/2033		1,492,838
	15,310,000	NYC IDA (Queens Baseball Stadium)1		5.000			01/01/2046		12,411,052
	6,800,000	NYC IDA (Reece School)1		7.500			12/01/2037		6,089,400
	1,340,000	NYC IDA (Riverdale Terrace Hsg. Devel. Fund)1		6.250			11/01/2014		1,247,996
	8,595,000	NYC IDA (Riverdale Terrace Hsg. Devel. Fund)1		6.750			11/01/2028		6,950,433
	1,000,000	NYC IDA (Roundabout Theatre)1		5.000			10/01/2023		806,320
	3,785,000	NYC IDA (Sahadi Fine Foods)1		6.750			11/01/2019		3,537,688
	200,000	NYC IDA (Samaritan Aids Services)1		5.000			11/01/2024		201,252
	875,000	NYC IDA (SFTU/YAI/CRV Obligated Group)1		5.000			07/01/2026		680,593
	4,380,000	NYC IDA (Showman Fabricators)1		7.500			11/01/2028		3,320,303
	3,005,000	NYC IDA (South Bronx Overall Economic Devel.)1		8.625			12/01/2025		2,818,119
	1,625,000	NYC IDA (Special Needs Facilities Pooled Program)1		4.750			07/01/2020		1,368,250
	995,000	NYC IDA (Special Needs Facilities Pooled Program)1		5.250			07/01/2022		836,576
	2,415,000	NYC IDA (Special Needs Facilities Pooled Program)1		6.650			07/01/2023		2,350,616
	3,735,000	NYC IDA (Special Needs Facilities Pooled Program)1		7.875			08/01/2025		3,637,031
	5,760,000	NYC IDA (Stallion)1		5.500			11/01/2036		3,760,934
	955,000	NYC IDA (Stallion)1		6.000			11/01/2027		729,095
	10,000	NYC IDA (Staten Island University Hospital)1		6.375			07/01/2031		9,985
	1,420,000	NYC IDA (Staten Island University Hospital)1		6.450			07/01/2032		1,420,483
	405,000	NYC IDA (Streamline Plastics)1		7.750			12/01/2015		399,589
	1,275,000	NYC IDA (Streamline Plastics)1		8.125			12/01/2025		1,213,698
	6,808,500	NYC IDA (Studio School)1		7.000			11/01/2038		5,909,982
	605,000	NYC IDA (Surprise Plastics)2		7.500			11/01/2013		540,114

33 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	2,480,000	NYC IDA (Surprise Plastics)2		8.500	%		11/01/2023	$	1,847,203
	1,500,000	NYC IDA (Terminal One Group Assoc.)1		5.500			01/01/2021		1,524,870
	380,000	NYC IDA (The Bank Street College)1		5.250			12/01/2021		377,800
	1,000,000	NYC IDA (The Bank Street College)1		5.250			12/01/2030		911,290
	8,800,000	NYC IDA (The Child School)1		7.550			06/01/2033		8,609,480
	75,000	NYC IDA (Therapy & Learning Center)1		7.500			10/01/2011		75,798
	3,735,000	NYC IDA (Therapy & Learning Center)1		8.250			10/01/2031		3,772,163
	8,845,000	NYC IDA (Tides Two Rivers Foundation)1		5.650			12/01/2039		6,618,094
	32,040,000	NYC IDA (Unicef)1		5.300			11/01/2038		23,558,692
	9,550,000	NYC IDA (Urban Health Plan)1		7.050			09/15/2026		8,977,000
	3,640,000	NYC IDA (Urban Resource Institute)1		7.375			11/01/2033		3,297,076
	1,150,000	NYC IDA (Utleys)1		7.375			11/01/2023		1,088,291
	3,800,000	NYC IDA (Vaughn College Aeronautics)1		5.000			12/01/2021		3,422,394
	1,330,000	NYC IDA (Vaughn College Aeronautics)1		5.000			12/01/2028		1,108,236
	3,235,000	NYC IDA (Vaughn College Aeronautics)1		5.000			12/01/2028		2,695,596
	900,000	NYC IDA (Vaughn College Aeronautics)1		5.000			12/01/2031		734,355
	1,800,000	NYC IDA (Vaughn College Aeronautics)1		5.250			12/01/2036		1,471,482
	12,200,000	NYC IDA (Visy Paper)1		7.800			01/01/2016		12,206,466
	70,500,000	NYC IDA (Visy Paper)1		7.950			01/01/2028		68,068,455
	1,930,000	NYC IDA (Vocational Instruction)		7.750	8		02/01/2033		1,113,031
	100,000	NYC IDA (W & W Jewelers)1		7.250			02/01/2011		99,987
	1,555,000	NYC IDA (W & W Jewelers)1		8.250			02/01/2021		1,550,599
	5,930,000	NYC IDA (Weizmann Institute)1		5.900			11/01/2034		5,282,266
	2,900,000	NYC IDA (Weizmann Institute)1		5.900			11/01/2034		2,583,233
	2,795,000	NYC IDA (Westchester Square Medical Center)		8.000			12/31/2011		2,795,000
	6,160,000	NYC IDA (Westchester Square Medical Center)		8.375			11/01/2015		5,452,154
	1,360,000	NYC IDA (World Casing Corp.)1		6.700			11/01/2019		1,255,158
	41,105,000	NYC IDA (Yankee Stadium)1		5.000			03/01/2046		36,719,097
	16,500,000	NYC IDA (Yankee Stadium)1		7.000			03/01/2049		18,176,400
	24,270,000	NYC IDA (Yeled Yalda Early Childhood)1		5.725			11/01/2037		18,505,390
	50,000	NYC Municipal Water Finance Authority1		5.000			06/15/2029		50,016
	27,500,000	NYC Municipal Water Finance Authority4		5.000			06/15/2031		27,619,075
	31,400,000	NYC Municipal Water Finance Authority4		5.000			06/15/2034		31,399,372
	22,000,000	NYC Municipal Water Finance Authority4		5.000			06/15/2038		21,819,107
	29,000,000	NYC Municipal Water Finance Authority4		5.000			06/15/2039		28,761,550
	18,000,000	NYC Municipal Water Finance Authority4		5.000			06/15/2039		17,850,960
	31,500,000	NYC Municipal Water Finance Authority4		5.000			06/15/2039		31,239,180
	19,740,000	NYC Municipal Water Finance Authority4		5.000			06/15/2039		19,576,553
	30,000	NYC Municipal Water Finance Authority1		5.125			06/15/2032		30,026
	30,000	NYC Municipal Water Finance Authority1		5.125			06/15/2033		30,068
	25,000	NYC Municipal Water Finance Authority1		5.125			06/15/2033		25,057

34 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	145,000	NYC Trust for Cultural Resources (Museum of American Folk Art)		6.125	%		07/01/2030	$	83,347
	14,360,000	NYS DA (Buena Vida Nursing Home)1		5.250			07/01/2028		14,362,010
	2,250,000	NYS DA (CHSLI/GSHMC/MMC/SCHRC Obligated Group)1		5.000			07/01/2027		2,154,893
	1,250,000	NYS DA (D’Youville College)1		5.250			07/01/2025		1,209,363
	15,000	NYS DA (Dept. of Mental Hygiene)1		5.250			08/15/2031		14,999
	20,000	NYS DA (Ellis Hospital)1		5.600			08/01/2025		20,011
	5,935,000	NYS DA (Interagency Council)1		7.000			07/01/2035		5,643,354
	3,255,000	NYS DA (L.I. University)1		5.125			09/01/2023		3,182,153
	1,335,000	NYS DA (L.I. University)1		5.250			09/01/2028		1,265,700
	3,260,000	NYS DA (Manhattan College)1		5.300			07/01/2037		2,923,372
	18,230,000	NYS DA (Memorial Sloan-Kettering)4		5.000			07/01/2035		17,728,510
	4,125,000	NYS DA (Miriam Osborn Memorial Home Assoc.)1		6.375			07/01/2029		4,035,281
	6,860,000	NYS DA (Miriam Osborn Memorial Home Assoc.)1		6.875			07/01/2025		6,906,854
	2,500,000	NYS DA (Municipal Health Facilities)1		5.000			01/15/2028		2,468,900
	2,265,000	NYS DA (New York Methodist Hospital)1		5.250			07/01/2033		2,085,544
	2,000,000	NYS DA (Norwegian Christian Home & Health Center)1		6.100			08/01/2041		2,071,460
	20,580,000	NYS DA (NYU Hospitals Center)1		5.000			07/01/2026		19,567,464
	40,320,000	NYS DA (NYU Hospitals Center)1		5.000			07/01/2036		36,052,934
	2,000,000	NYS DA (NYU Hospitals Center)1		5.625			07/01/2037		1,958,220
	2,925,000	NYS DA (Ozanam Hall of Queens Nursing Home)1		5.000			11/01/2026		2,697,318
	6,035,000	NYS DA (Providence Rest)1		5.000			07/01/2035		3,778,514
	2,700,000	NYS DA (Providence Rest)1		5.125			07/01/2030		1,841,346
	3,100,000	NYS DA (Providence Rest)1		5.250			07/01/2025		2,332,316
	6,260,000	NYS DA (Rochester General Hospital)1		5.000			12/01/2025		5,788,998
	17,660,000	NYS DA (Rochester General Hospital)1		5.000			12/01/2035		15,066,806
	1,750,000	NYS DA (School District Bond Financing Program), Series C1		7.250			10/01/2028		2,006,288
	2,645,000	NYS DA (School District Bond Financing Program), Series C1		7.375			10/01/2033		3,015,062
	1,525,000	NYS DA (School District Bond Financing Program), Series C1		7.500			04/01/2039		1,745,180
	50,000	NYS DA (School Districts Financing Program), Series B1		6.000			10/01/2022		53,171
	25,000	NYS DA (School Districts Financing Program), Series B1		6.000			10/01/2029		26,324
	1,075,000	NYS DA (SFH/GSHMC/MMC/SCHRC Obligated Group)1		5.100			07/01/2034		1,006,566
	5,770,000	NYS DA (Smithtown Special Library District)1		6.000			07/01/2028		6,123,528
	1,055,000	NYS DA (St. Catherine of Siena Medical Center)1		6.000			07/01/2030		1,057,827
	3,500,000	NYS DA (St. Joseph’s College)1		5.250			07/01/2035		3,297,805
	50,000,000	NYS DA (St. Mary’s Hospital for Children)1,9		7.875			11/15/2041		47,843,000
	1,505,000	NYS DA (St. Thomas Aquinas College)1		5.250			07/01/2028		1,403,789
	5,240,000	NYS DA (The Bronx-Lebanon Hospital Center)1		6.250			02/15/2035		5,511,746

35 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	11,695,000	NYS DA (Vassar College)4		5.000	%		07/01/2046	$	11,494,772
	2,365,000	NYS EFC (NYS Water Services)1		6.000			01/15/2031		2,379,852
	65,000	NYS EFC (United Waterworks)1		5.150			03/01/2034		57,132
	25,000	NYS ERDA (Brooklyn Union Gas Company)1		4.700			02/01/2024		24,227
	15,000	NYS ERDA (Brooklyn Union Gas Company)1		5.500			01/01/2021		15,047
	350,000	NYS ERDA (LILCO)1		5.300			10/01/2024		350,004
	100,000	NYS ERDA (LILCO)1		5.300			08/01/2025		99,543
	75,000	NYS ERDA (LILCO)1		5.300			08/01/2025		74,657
	400,000	NYS ERDA (NYS Electric & Gas Corp.)1		5.350			12/01/2028		372,916
	70,000	NYS ERDA (Rochester Gas & Electric)1		5.375			05/15/2032		66,205
	14,500,000	NYS ERDA (Rochester Gas & Electric)1		5.950			09/01/2033		14,060,360
	16,300,000	NYS ERDA BUG RIBS		11.550	7		07/01/2026		16,338,794
	7,000,000	NYS ERDA BUG RIBS		11.671	7		04/01/2020		7,254,800
	2,000,000	NYS HFA (Affordable Hsg.)1		5.000			11/01/2042		1,875,980
	2,365,000	NYS HFA (Affordable Hsg.)1		5.250			11/01/2038		2,220,286
	10,220,000	NYS HFA (Affordable Hsg.)4		5.450			11/01/2045		9,803,946
	2,095,000	NYS HFA (Children’s Rescue)1		7.625			05/01/2018		2,096,383
	1,620,000	NYS HFA (Crotona Estates Apartments)1		4.950			08/15/2038		1,489,574
	960,000	NYS HFA (Friendship)1		5.100			08/15/2041		888,701
	1,360,000	NYS HFA (Golden Age Apartments)1		5.000			02/15/2037		1,255,634
	1,645,000	NYS HFA (Kensico Terrace Apartments)1		4.900			02/15/2038		1,477,654
	5,000	NYS HFA (Meadow Manor)1		7.750			11/01/2019		5,086
	3,835,000	NYS HFA (Multifamily Hsg.)1		4.850			02/15/2038		3,470,100
	2,860,000	NYS HFA (Multifamily Hsg.)1		5.350			08/15/2031		2,814,211
	2,080,000	NYS HFA (Multifamily Hsg.)1		5.375			02/15/2035		2,026,398
	3,290,000	NYS HFA (Multifamily Hsg.)1		5.450			08/15/2032		3,269,109
	2,075,000	NYS HFA (Multifamily Hsg.)1		5.500			08/15/2030		2,074,938
	1,050,000	NYS HFA (Multifamily Hsg.)1		5.650			08/15/2030		1,051,134
	3,200,000	NYS HFA (Multifamily Hsg.)1		5.650			08/15/2030		3,203,456
	1,000,000	NYS HFA (Multifamily Hsg.)1		5.650			08/15/2031		1,000,960
	1,710,000	NYS HFA (Multifamily Hsg.)1		5.650			02/15/2034		1,709,915
	2,120,000	NYS HFA (Multifamily Hsg.)1		5.700			08/15/2033		2,121,632
	665,000	NYS HFA (Multifamily Hsg.)1		6.250			02/15/2031		665,293
	1,255,000	NYS HFA (Multifamily Hsg.)1		6.400			11/15/2027		1,256,017
	3,855,000	NYS HFA (Multifamily Hsg.)1		6.750			11/15/2036		3,848,022
	365,000	NYS HFA (Nonprofit Hsg.)		8.400			11/01/2011		366,799
	395,000	NYS HFA (Nonprofit Hsg.)		8.400			11/01/2012		396,825
	425,000	NYS HFA (Nonprofit Hsg.)		8.400			11/01/2013		426,802
	510,000	NYS HFA (Nonprofit Hsg.)1		8.400			11/01/2014		512,071
	540,000	NYS HFA (Nonprofit Hsg.)1		8.400			11/01/2015		542,074
	580,000	NYS HFA (Nonprofit Hsg.)1		8.400			11/01/2016		582,053

36 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	640,000	NYS HFA (Nonprofit Hsg.)1		8.400	%		11/01/2017	$	642,067
	685,000	NYS HFA (Nonprofit Hsg.)1		8.400			11/01/2018		687,089
	65,000	NYS LGSC (SCSB)		7.250			12/15/2011		65,773
	715,000	NYS LGSC (SCSB)		7.375			12/15/2016		717,145
	980,000	NYS LGSC (SCSB)		7.750			12/15/2021		1,000,727
	185,000	NYS Medcare (Hospital & Nursing Home)1		7.400			11/01/2016		185,855
	110,000	NYS Medcare (Hospital & Nursing Home)1		9.375			11/01/2016		110,760
	15,000	NYS Medcare (M.G. Nursing Home)		6.200			02/15/2015		15,054
	400,000	NYS Power Authority1		5.250			11/15/2040		400,012
	25,000	NYS UDC (Subordinated Lien)1		5.500			07/01/2016		25,090
	830,000	Oneida County, NY IDA (Civic Facilities-Mohawk Valley)1		5.000			09/15/2035		624,334
	450,000	Oneida County, NY IDA (Mohawk Valley Handicapped Services)1		5.300			03/15/2019		407,903
	840,000	Oneida County, NY IDA (Mohawk Valley Handicapped Services)1		5.350			03/15/2029		667,766
	4,355,000	Onondaga County, NY IDA (Air Cargo)1		6.125			01/01/2032		3,856,265
	2,000,000	Onondaga County, NY IDA (Air Cargo)1		7.250			01/01/2032		1,833,480
	965,000	Onondaga County, NY IDA (Community General Hospital)1		5.500			11/01/2018		859,468
	4,765,000	Onondaga County, NY IDA (Community General Hospital)1		6.625			01/01/2018		4,380,703
	1,185,000	Onondaga County, NY IDA (Free Library)1		5.125			03/01/2030		1,127,279
	1,115,000	Onondaga County, NY IDA (Free Library)1		5.125			03/01/2037		1,005,908
	500,000	Onondaga County, NY IDA Sewage Waste Facilities (Anheuser-Busch Companies)1		6.250			12/01/2034		500,160
	42,834,598	Onondaga County, NY Res Rec1		0.000	10		05/01/2022		30,486,668
	37,870,000	Onondaga County, NY Res Rec1		5.000			05/01/2015		34,929,395
	2,000,000	Onondaga, NY Civic Devel Corp. (Le Moyne College)1		5.375			07/01/2040		1,943,820
	2,500,000	Orange County, NY IDA (Arden Hill Life Care Center)1		7.000			08/01/2021		2,316,800
	2,325,000	Orange County, NY IDA (Arden Hill Life Care Center)1		7.000			08/01/2031		2,020,704
	2,090,000	Orange County, NY IDA (Arden Hill Life Care Center)1		7.000			08/01/2031		1,816,461
	2,045,000	Orange County, NY IDA (Glen Arden)1		5.625			01/01/2018		1,800,377
	5,590,000	Orange County, NY IDA (Glen Arden)1		5.700			01/01/2028		4,337,057
	70,000	Orange County, NY IDA (Orange Mental Retardation Properties)		7.800			07/01/2011		70,365
	1,715,000	Orange County, NY IDA (St. Luke’s Cornwall Hospital Obligated Group)1		5.375			12/01/2021		1,704,436
	6,330,000	Orange County, NY IDA (St. Luke’s Cornwall Hospital Obligated Group)1		5.375			12/01/2026		5,848,793
	2,235,000	Orange County, NY IDA (St. Luke’s Cornwall Hospital Obligated Group)1		5.375			12/01/2026		2,065,095
	11,665,000	Peekskill, NY IDA (Drum Hill)1		6.375			10/01/2028		8,965,252

37 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	42,570,000	Port Authority NY/NJ (Continental Airlines)		9.125	%		12/01/2015	$	43,123,410
	16,420,000	Port Authority NY/NJ (JFK International Air Terminal)1		5.750			12/01/2022		16,350,543
	31,720,000	Port Authority NY/NJ (JFK International Air Terminal)		5.750			12/01/2025		31,716,828
	18,625,000	Port Authority NY/NJ (JFK International Air Terminal)1		5.900			12/01/2017		18,722,595
	4,000,000	Port Authority NY/NJ (JFK International Air Terminal)1		6.000			12/01/2036		3,973,760
	2,000,000	Port Authority NY/NJ (JFK International Air Terminal)1		6.500			12/01/2028		2,075,960
	2,110,000	Port Authority NY/NJ (KIAC)		6.750			10/01/2011		2,103,776
	50,300,000	Port Authority NY/NJ (KIAC)1		6.750			10/01/2019		47,807,635
	35,000	Port Authority NY/NJ, 122nd Series1		5.000			07/15/2026		34,424
	240,000	Port Authority NY/NJ, 126th Series1		5.125			11/15/2030		238,212
	50,000	Port Authority NY/NJ, 127th Series1		5.200			12/15/2027		50,119
	20,000,000	Port Authority NY/NJ, 135th Series4		5.000			03/15/2039		19,804,302
	33,025,000	Port Authority NY/NJ, 136th Series4		5.125			05/01/2034		32,579,884
	19,175,000	Port Authority NY/NJ, 136th Series4		5.375			11/01/2028		19,366,624
	22,855,000	Port Authority NY/NJ, 136th Series4		5.500			11/01/2029		23,153,094
	26,000,000	Port Authority NY/NJ, 138th Series4		4.750			12/01/2034		24,222,900
	27,255,000	Port Authority NY/NJ, 141st Series4		4.500			09/01/2029		24,762,522
	47,910,000	Port Authority NY/NJ, 143rd Series4		5.000			10/01/2030		46,818,610
	12,840,000	Port Authority NY/NJ, 146th Series4		4.500			12/01/2034		11,542,011
	10,000	Port Authority NY/NJ, 146th Series1		4.500			12/01/2034		8,978
	26,100,000	Port Authority NY/NJ, 146th Series4		4.750			12/01/2027		24,537,915
	10,000	Port Authority NY/NJ, 146th Series1		4.750			12/01/2027		9,396
	13,005,000	Port Authority NY/NJ, 147th Series4		4.750			10/15/2028		12,025,011
	17,790,000	Port Authority NY/NJ, 147th Series4		5.000			10/15/2027		17,191,146
	20,000,000	Port Authority NY/NJ, 147th Series4		5.000			10/15/2032		18,897,085
	82,000,000	Port Authority NY/NJ, 151st Series4		5.750			03/15/2035		84,179,272
	15,000,000	Port Authority NY/NJ, 151st Series4		6.000			09/15/2028		15,639,000
	101,940,000	Port Authority NY/NJ, 152nd Series4		5.250			11/01/2035		100,059,207
	13,715,000	Port Authority NY/NJ, 152nd Series4		5.250			05/01/2038		13,412,283
	22,500,000	Port Authority NY/NJ, 152nd Series4		5.750			11/01/2030		23,341,950
	50,660,000	Port Authority NY/NJ, 37th Series4		5.250			07/15/2034		50,718,766
	2,755,000	Poughkeepsie, NY IDA (Eastman & Bixby Redevel. Corp.)1		6.000			08/01/2032		2,755,193
	1,500,000	Rensselaer County, NY IDA (Franciscan Heights)1		5.375			12/01/2036		1,389,465
	6,385,000	Rensselaer County, NY Tobacco Asset Securitization Corp.1		5.625			06/01/2035		5,302,806
	7,300,000	Rensselaer County, NY Tobacco Asset Securitization Corp.1		5.750			06/01/2043		6,036,370
	2,020,000	Rensselaer County, NY Water Service Sewer Authority1		5.350			09/01/2047		1,953,764
	4,820,000	Rensselaer, NY City School District COP1		5.000			06/01/2036		4,125,486
	1,330,000	Riverhead, NY IDA (Michael Reilly Design)1		8.875			08/01/2021		1,340,254
	6,790,000	Rochester, NY Museum & Science Center1		6.125			12/01/2015		6,565,319

38 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	1,195,000	Rockland County, NY IDA (Crystal Run Village/Rockland County Assoc. for the Learning Disabled Obligated Group)1		4.900	%		07/01/2021	$	990,105
	9,225,000	Rockland County, NY Tobacco Asset Securitization Corp.1		5.625			08/15/2035		7,656,197
	10,095,000	Rockland County, NY Tobacco Asset Securitization Corp.1		5.750			08/15/2043		8,344,426
	30,000,000	Rockland County, NY Tobacco Asset Securitization Corp.		5.875	3		08/15/2045		932,700
	486,000,000	Rockland County, NY Tobacco Asset Securitization Corp.		7.668	3		08/15/2060		1,875,960
	20,000	Sanford Town, NY GO1		5.250			04/15/2015		21,722
	20,000	Sanford Town, NY GO1		5.250			04/15/2016		21,783
	25,000	Sanford Town, NY GO1		5.250			04/15/2017		26,815
	25,000	Sanford Town, NY GO1		5.250			04/15/2018		26,458
	25,000	Sanford Town, NY GO1		5.250			04/15/2019		25,951
	25,000	Sanford Town, NY GO1		5.250			04/15/2020		25,686
	30,000	Sanford Town, NY GO1		5.250			04/15/2021		30,616
	30,000	Sanford Town, NY GO1		5.250			04/15/2022		30,404
	30,000	Sanford Town, NY GO1		5.250			04/15/2023		30,233
	30,000	Sanford Town, NY GO1		5.250			04/15/2024		30,112
	35,000	Sanford Town, NY GO1		5.250			04/15/2025		34,823
	35,000	Sanford Town, NY GO1		5.250			04/15/2026		34,420
	40,000	Sanford Town, NY GO1		5.250			04/15/2027		38,972
	40,000	Sanford Town, NY GO1		5.250			04/15/2028		38,416
	40,000	Sanford Town, NY GO1		5.250			04/15/2029		38,056
	45,000	Sanford Town, NY GO1		5.250			04/15/2030		42,394
	45,000	Sanford Town, NY GO1		5.250			04/15/2031		42,168
	50,000	Sanford Town, NY GO1		5.250			04/15/2032		46,543
	50,000	Sanford Town, NY GO1		5.250			04/15/2033		46,286
	55,000	Sanford Town, NY GO1		5.250			04/15/2034		50,565
	60,000	Sanford Town, NY GO1		5.250			04/15/2035		54,706
	60,000	Sanford Town, NY GO1		5.250			04/15/2036		54,466
	3,000,000	Saratoga County, NY IDA (Saratoga Hospital/Saratoga Care/Benedict Community Health Center)1		5.125			12/01/2033		2,702,790
	2,650,000	Seneca County, NY IDA (New York Chiropractic College)1		5.000			10/01/2027		2,472,954
	22,885,000	SONYMA, Series 1064		5.250			04/01/2034		21,507,951
	30,225,000	SONYMA, Series 1094		4.950			10/01/2034		28,256,990
	9,510,000	SONYMA, Series 1334		5.050			10/01/2026		9,257,016
	23,000,000	SONYMA, Series 1374		4.700			10/01/2031		21,096,843
	21,155,000	SONYMA, Series 1404		4.750			10/01/2037		18,278,332
	11,335,000	SONYMA, Series 1434		4.900			10/01/2037		10,224,516
	5,045,000	SONYMA, Series 1454		5.125			10/01/2037		4,740,285
	1,955,000	SONYMA, Series 1484		5.150			10/01/2027		1,931,152
	6,370,000	SONYMA, Series 1484		5.200			10/01/2032		6,167,849

39 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	25,000	SONYMA, Series 671		5.700	%		10/01/2017	$	25,028
	890,000	SONYMA, Series 691		5.500			10/01/2028		890,036
	26,645,000	SONYMA, Series 714		5.400			04/01/2029		26,642,599
	30,000	SONYMA, Series 711		5.400			04/01/2029		29,997
	25,000	SONYMA, Series 731		5.250			10/01/2017		25,019
	330,000	SONYMA, Series 73		5.300			10/01/2028		329,333
	23,875,000	SONYMA, Series 73-A4		5.300			10/01/2028		23,826,732
	6,585,000	SONYMA, Series 771		5.150			04/01/2029		6,469,828
	9,535,000	SONYMA, Series 794		5.300			04/01/2029		9,446,043
	345,000	SONYMA, Series 821		5.650			04/01/2030		345,031
	4,360,000	St. Lawrence County, NY IDA (Curran Renewable Energy)1		7.250			12/01/2029		3,396,178
	2,210,000	St. Lawrence County, NY IDA (Edwards John Noble Hospital)1		5.250			10/01/2020		2,123,412
	5,440,000	St. Lawrence County, NY IDA (Edwards John Noble Hospital)1		6.250			10/01/2040		5,001,318
	4,280,000	Suffolk County, NY Economic Devel. Corp., Series A1		7.375			12/01/2040		4,168,934
	910,000	Suffolk County, NY IDA (ACLD)1		6.000			12/01/2019		842,878
	380,000	Suffolk County, NY IDA (ALIA-ACDS)1		7.125			06/01/2017		381,041
	2,035,000	Suffolk County, NY IDA (ALIA-ACLD)1		5.950			10/01/2021		1,835,102
	175,000	Suffolk County, NY IDA (ALIA-ACLD)1		6.375			06/01/2014		173,096
	510,000	Suffolk County, NY IDA (ALIA-ACLD)1		6.500			03/01/2018		491,018
	435,000	Suffolk County, NY IDA (ALIA-ACLD)1		7.500			09/01/2015		440,107
	150,000	Suffolk County, NY IDA (ALIA-ADD)1		6.950			12/01/2014		150,858
	345,000	Suffolk County, NY IDA (ALIA-ADD)1		7.125			06/01/2017		345,945
	175,000	Suffolk County, NY IDA (ALIA-ADD)1		7.500			09/01/2015		177,055
	845,000	Suffolk County, NY IDA (ALIA-Adelante)1		6.500			11/01/2037		715,876
	1,245,000	Suffolk County, NY IDA (ALIA-Civic Facility)1		5.950			11/01/2022		1,109,619
	2,700,000	Suffolk County, NY IDA (ALIA-DDI)1		5.950			10/01/2021		2,434,779
	655,000	Suffolk County, NY IDA (ALIA-DDI)1		6.375			06/01/2014		647,874
	100,000	Suffolk County, NY IDA (ALIA-DDI)1		7.500			09/01/2015		101,174
	780,000	Suffolk County, NY IDA (ALIA-FREE)1		5.950			10/01/2021		703,381
	390,000	Suffolk County, NY IDA (ALIA-FREE)1		6.375			06/01/2014		385,757
	905,000	Suffolk County, NY IDA (ALIA-FREE)1		6.950			12/01/2014		910,177
	2,600,000	Suffolk County, NY IDA (ALIA-FREE)1		7.125			06/01/2017		2,607,124
	555,000	Suffolk County, NY IDA (ALIA-IGHL)1		5.950			10/01/2021		500,482
	710,000	Suffolk County, NY IDA (ALIA-IGHL)1		5.950			11/01/2022		632,795
	375,000	Suffolk County, NY IDA (ALIA-IGHL)1		6.000			10/01/2031		310,500
	310,000	Suffolk County, NY IDA (ALIA-IGHL)1		6.375			06/01/2014		306,627
	310,000	Suffolk County, NY IDA (ALIA-IGHL)1		6.950			12/01/2014		311,773
	800,000	Suffolk County, NY IDA (ALIA-IGHL)1		7.125			06/01/2017		802,192

40 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	1,945,000	Suffolk County, NY IDA (ALIA-IGHL)1		7.250	%		12/01/2033	$	1,842,440
	125,000	Suffolk County, NY IDA (ALIA-IGHL)1		7.500			09/01/2015		126,468
	1,970,000	Suffolk County, NY IDA (ALIA-LIHIA)1		5.950			11/01/2022		1,755,782
	185,000	Suffolk County, NY IDA (ALIA-LIHIA)1		6.375			06/01/2014		182,987
	365,000	Suffolk County, NY IDA (ALIA-LIHIA)1		6.950			12/01/2014		367,088
	120,000	Suffolk County, NY IDA (ALIA-LIHIA)1		7.500			09/01/2015		121,409
	310,000	Suffolk County, NY IDA (ALIA-MCH)1		6.375			06/01/2014		306,627
	810,000	Suffolk County, NY IDA (ALIA-MCH)1		6.950			12/01/2014		814,633
	975,000	Suffolk County, NY IDA (ALIA-MCH)1		7.125			06/01/2017		977,672
	790,000	Suffolk County, NY IDA (ALIA-NYS ARC)1		5.950			11/01/2022		704,095
	485,000	Suffolk County, NY IDA (ALIA-NYS ARC)1		7.500			09/01/2015		490,694
	240,000	Suffolk County, NY IDA (ALIA-Pederson-Krag Center)1		8.375			06/01/2016		246,170
	360,000	Suffolk County, NY IDA (ALIA-SMCFS)1		7.500			09/01/2015		364,226
	390,000	Suffolk County, NY IDA (ALIA-Suffolk Hostels)1		7.500			09/01/2015		394,579
	1,870,000	Suffolk County, NY IDA (ALIA-UCPAGS)1		5.950			10/01/2021		1,686,310
	130,000	Suffolk County, NY IDA (ALIA-UCPAGS)1		6.375			06/01/2014		128,586
	540,000	Suffolk County, NY IDA (ALIA-UCPAGS)1		6.950			12/01/2014		543,089
	535,000	Suffolk County, NY IDA (ALIA-UCPAGS)1		7.000			06/01/2016		536,471
	275,000	Suffolk County, NY IDA (ALIA-UCPAGS)1		7.500			09/01/2015		278,229
	3,530,000	Suffolk County, NY IDA (ALIA-UVBH)1		6.500			11/01/2037		2,990,581
	765,000	Suffolk County, NY IDA (ALIA-WORCA)1		5.950			11/01/2022		681,814
	190,000	Suffolk County, NY IDA (ALIA-WORCA)1		6.950			12/01/2014		191,087
	610,000	Suffolk County, NY IDA (ALIA-WORCA)1		7.125			06/01/2017		611,671
	320,000	Suffolk County, NY IDA (ALIA-WORCA)1		7.500			09/01/2015		323,757
	575,000	Suffolk County, NY IDA (Catholic Charities)1		6.000			10/01/2020		527,666
	180,000	Suffolk County, NY IDA (DDI)1		6.000			12/01/2019		166,723
	500,000	Suffolk County, NY IDA (DDI)1		6.000			10/01/2020		458,840
	515,000	Suffolk County, NY IDA (DDI)1		6.000			10/01/2020		472,605
	4,830,000	Suffolk County, NY IDA (DDI)1		7.250			03/01/2024		4,768,804
	7,905,000	Suffolk County, NY IDA (DDI)1		8.750			03/01/2023		7,999,307
	5,000,000	Suffolk County, NY IDA (Dowling College)1		5.000			06/01/2036		3,499,150
	2,630,000	Suffolk County, NY IDA (Dowling College)1		6.700			12/01/2020		2,583,975
	2,900,000	Suffolk County, NY IDA (Easter Long Island Hospital Assoc.)1		5.375			01/01/2027		2,265,654
	3,745,000	Suffolk County, NY IDA (Easter Long Island Hospital Assoc.)1		5.500			01/01/2037		2,723,776
	1,310,000	Suffolk County, NY IDA (Family Residences)1		6.000			12/01/2019		1,213,374
	1,345,000	Suffolk County, NY IDA (Family Services League)1		5.000			11/01/2027		1,315,706
	930,000	Suffolk County, NY IDA (Family Services League)1		5.000			11/01/2034		849,592
	2,195,000	Suffolk County, NY IDA (Federation of Organizations)1		8.125			04/01/2030		2,231,349
	2,560,000	Suffolk County, NY IDA (Gurwin Jewish-Phase II)1		6.700			05/01/2039		2,360,269

41 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	3,185,000	Suffolk County, NY IDA (Huntington First Aid Squad)1		6.650	%		11/01/2017	$	3,117,128
	210,000	Suffolk County, NY IDA (Independent Group Home Living)1		6.000			12/01/2019		194,510
	995,000	Suffolk County, NY IDA (Independent Group Home Living)1		6.000			10/01/2020		913,092
	3,275,000	Suffolk County, NY IDA (Innovative Realty I)1		6.000			11/01/2037		2,292,566
	8,600,000	Suffolk County, NY IDA (Jefferson’s Ferry)1		5.000			11/01/2028		7,691,410
	32,720,000	Suffolk County, NY IDA (Keyspan-Port Jefferson Center)1		5.250			06/01/2027		30,533,977
	4,065,000	Suffolk County, NY IDA (L.I. Network Community Services)1		7.550			02/01/2034		3,965,042
	7,875,000	Suffolk County, NY IDA (Medford Hamlet Assisted Living)1		6.375			01/01/2039		5,970,904
	1,865,000	Suffolk County, NY IDA (Nassau-Suffolk Services for Autism)1		6.750			11/01/2036		1,652,502
	635,000	Suffolk County, NY IDA (Nassau-Suffolk Services for Autism)1		6.750			11/01/2036		562,648
	2,390,000	Suffolk County, NY IDA (New Interdisciplinary School)1		6.750			12/01/2019		2,329,868
	2,000,000	Suffolk County, NY IDA (New York Institute of Technology)1		5.000			03/01/2026		1,920,740
	4,505,000	Suffolk County, NY IDA (Nissequogue Cogeneration Partners)1		5.300			01/01/2013		4,384,176
	26,425,000	Suffolk County, NY IDA (Nissequogue Cogeneration Partners)1		5.500			01/01/2023		23,340,410
	850,000	Suffolk County, NY IDA (Peconic Landing Retirement Home)1		8.000			10/01/2020		868,479
	2,870,000	Suffolk County, NY IDA (Peconic Landing Retirement Home)1		8.000			10/01/2030		2,932,394
	4,800,000	Suffolk County, NY IDA (Pederson-Krager Center)1		7.200			02/01/2035		4,166,880
	2,545,000	Suffolk County, NY IDA (Pederson-Krager Center)1		8.125			04/01/2030		2,559,303
	930,000	Suffolk County, NY IDA (Special Needs Facilities Pooled Program)1		5.250			07/01/2022		781,925
	2,595,000	Suffolk County, NY IDA (St. Vincent De Paul in the Diocese of Rockville Center)1		8.000			04/01/2030		2,638,933
	475,000	Suffolk County, NY IDA (Suffolk Hotels)1		6.000			10/01/2020		435,898
	1,645,000	Suffolk County, NY IDA (United Cerebral Palsy Assoc.)1		6.000			12/01/2019		1,523,665
	3,255,000	Suffolk County, NY IDA (United Cerebral Palsy Assoc.)1		7.875			09/01/2041		3,156,406
	740,000	Suffolk County, NY IDA (WORCA)1		6.000			10/01/2020		679,083
	119,295,000	Suffolk, NY Tobacco Asset Securitization Corp.1		0.000	10		06/01/2044		88,162,584
	12,095,000	Suffolk, NY Tobacco Asset Securitization Corp.1		5.375			06/01/2028		10,219,549
	29,915,000	Suffolk, NY Tobacco Asset Securitization Corp.1		6.000			06/01/2048		25,015,222
	287,265,000	Suffolk, NY Tobacco Asset Securitization Corp.		8.000	3		06/01/2048		6,750,728
	3,181,000	Sullivan County, NY Community College COP		5.750			08/15/2025		2,538,215
	2,325,000	Sullivan County, NY IDA (Center for Discovery)1		5.625			06/01/2013		2,253,925

42 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	12,600,000	Sullivan County, NY IDA (Center for Discovery)1		5.875	%		07/01/2022	$	10,079,622
	5,200,000	Sullivan County, NY IDA (Center for Discovery)1		6.000			06/01/2019		4,698,096
	13,840,000	Sullivan County, NY IDA (Center for Discovery)1		6.000			07/01/2037		10,680,328
	4,500,000	Sullivan County, NY IDA (Center for Discovery)1		6.500			06/01/2025		3,939,435
	4,465,000	Sullivan County, NY IDA (Center for Discovery)1		6.950			02/01/2035		3,718,541
	850,000	Sullivan County, NY IDA (Center for Discovery)1		7.250			02/01/2012		845,334
	9,965,000	Sullivan County, NY IDA (Center for Discovery)1		7.750			02/01/2027		9,731,420
	6,775,000	Syracuse, NY Hsg. Authority (Loretto Sedgwick Heights Corp.)1		8.500			11/01/2031		6,017,284
	2,385,000	Syracuse, NY Hsg. Authority (Pavilion on James)1		7.500			11/01/2042		2,100,422
	189,865,000	Syracuse, NY IDA (Carousel Center)1		5.000			01/01/2036		143,308,203
	1,000,000	Syracuse, NY IDA (Crouse Irving Health Hospital)1		5.375			01/01/2023		894,580
	8,965,000	Syracuse, NY IDA (James Square)		7.197	3		08/01/2025		3,418,803
	725,000	Syracuse, NY IDA (Jewish Home of Central New York)1		7.375			03/01/2021		708,978
	2,050,000	Syracuse, NY IDA (Jewish Home of Central New York)1		7.375			03/01/2031		1,876,693
	75,000	Taconic Hills, NY (Central School District at Craryville)1		5.000			06/15/2026		75,364
	45,000	Tompkins, NY Health Care Corp. (Reconstruction Home)1		10.800			02/01/2028		47,451
	12,150,000	Troy, NY Capital Resource Corp. (Rensselaer Polytechnic Institute)1		5.000			09/01/2030		11,808,342
	1,530,000	Ulster County, NY IDA (Brooklyn Bottling)1		8.600			06/30/2022		1,510,737
	185,000	Ulster County, NY Res Rec1		5.000			03/01/2020		188,017
	3,080,000	Ulster County, NY Tobacco Asset Securitization Corp.1		6.000			06/01/2040		2,620,649
	2,175,000	Ulster County, NY Tobacco Asset Securitization Corp.		6.250			06/01/2025		2,060,465
	3,005,000	Ulster County, NY Tobacco Asset Securitization Corp.1		6.450			06/01/2040		2,563,656
	3,550,000	Utica, NY IDA (Utica College Civic Facility)1		6.850			12/01/2031		3,509,708
	1,985,000	Wayne County, NY IDA (ARC)1		8.375			03/01/2018		1,986,191
	20,000	Westchester County, NY GO1		5.375			12/15/2014		20,297
	4,300,000	Westchester County, NY Healthcare Corp., Series A1		5.875			11/01/2025		4,260,999
	1,810,000	Westchester County, NY IDA (Beth Abraham Hospital)1		8.375			12/01/2025		1,812,154
	3,550,000	Westchester County, NY IDA (Children’s Village)1		6.000			06/01/2022		3,189,285
	1,215,000	Westchester County, NY IDA (Clearview School)1		7.250			01/01/2035		1,145,611
	3,130,000	Westchester County, NY IDA (Field Home)1		6.000			08/15/2017		2,947,834
	3,335,000	Westchester County, NY IDA (Field Home)1		6.500			08/15/2022		3,118,358
	1,300,000	Westchester County, NY IDA (Guiding Eyes for the Blind)1		5.375			08/01/2024		1,272,856
	1,375,000	Westchester County, NY IDA (JDAM)1		6.750			04/01/2016		1,378,438
	3,325,000	Westchester County, NY IDA (Lawrence Hospital)1		5.000			01/01/2028		2,967,164
	615,000	Westchester County, NY IDA (Lawrence Hospital)1		5.125			01/01/2018		615,154
	1,430,000	Westchester County, NY IDA (Rippowam-Cisqua School)1		5.750			06/01/2029		1,393,492
	1,000,000	Westchester County, NY IDA (Schnurmacher Center)1		6.500			11/01/2013		1,005,380
	1,710,000	Westchester County, NY IDA (Schnurmacher Center)1		6.500			11/01/2033		1,470,549

43 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
New York Continued
$	160,000	Westchester County, NY IDA (Westchester Airport Assoc.)1		5.950	%		08/01/2024	$	160,043
	2,590,000	Westchester County, NY IDA (Winward School)1		5.250			10/01/2031		2,358,091
	4,475,000	Westchester County, NY Tobacco Asset Securitization Corp.1		5.000			06/01/2026		3,862,552
	59,900,000	Westchester County, NY Tobacco Asset Securitization Corp.1		5.125			06/01/2038		45,116,081
	52,770,000	Westchester County, NY Tobacco Asset Securitization Corp.1		5.125			06/01/2045		37,874,084
	850,000	Yonkers, NY EDC (Charter School of Educational Excellence)1		6.250			10/15/2040		775,464
	3,825,000	Yonkers, NY IDA (Hudson Scenic Studio)1		6.625			11/01/2019		3,549,141
	1,525,000	Yonkers, NY IDA (Philipsburgh Hall Associates)		7.500			11/01/2030		1,129,949
	2,700,000	Yonkers, NY IDA (St. Joseph’s Hospital)1		6.150			03/01/2015		2,276,640
	1,275,000	Yonkers, NY IDA (St. Joseph’s Hospital)1		8.500			12/30/2013		1,278,162
	4,300,000	Yonkers, NY IDA (St. Joseph’s Hospital), Series 98-A1		6.150			03/01/2015		3,625,760
	1,100,000	Yonkers, NY IDA (St. Joseph’s Hospital), Series 98-B1		6.150			03/01/2015		927,520
	2,740,000	Yonkers, NY IDA (Westchester School)1		8.750			12/30/2023		2,741,562
	800,000	Yonkers, NY Parking Authority1		6.000			06/15/2018		773,880
	1,215,000	Yonkers, NY Parking Authority1		6.000			06/15/2024		1,069,662
									6,389,110,042
U.S. Possessions—35.8%
	825,000	Guam Education Financing Foundation COP1		5.000			10/01/2023		792,157
	505,000	Guam GO1		5.250			11/15/2037		453,677
	6,000,000	Guam GO1		6.750			11/15/2029		6,433,440
	10,000,000	Guam GO1		7.000			11/15/2039		10,846,700
	300,000	Guam Hsg. Corp. (Single Family Mtg.)1		5.750			09/01/2031		311,433
	290,000	Guam Power Authority, Series A1		5.250			10/01/2023		275,990
	20,000,000	Guam Power Authority, Series A1		5.250			10/01/2034		18,324,600
	5,200,000	Guam Power Authority, Series A1		5.500			10/01/2030		5,053,152
	7,700,000	Guam Power Authority, Series A1		5.500			10/01/2040		7,384,146
	2,000,000	Northern Mariana Islands Commonwealth, Series A1		5.000			10/01/2022		1,719,680
	34,875,000	Northern Mariana Islands Commonwealth, Series A1		5.000			06/01/2030		27,937,665
	8,670,000	Northern Mariana Islands Ports Authority, Series A		6.250			03/15/2028		6,086,340
	16,800,000	Northern Mariana Islands Ports Authority, Series A1		6.600			03/15/2028		15,147,552
	55,650,000	Puerto Rico Aqueduct & Sewer Authority1		0.000	10		07/01/2024		55,048,980
	49,000,000	Puerto Rico Aqueduct & Sewer Authority4		5.125			07/01/2047		46,697,000
	88,365,000	Puerto Rico Aqueduct & Sewer Authority1		6.000			07/01/2038		88,894,306
	123,015,000	Puerto Rico Aqueduct & Sewer Authority1		6.000			07/01/2044		123,456,624
	5,000,000	Puerto Rico Aqueduct & Sewer Authority1		6.000			07/01/2044		5,017,950
	56,685,000	Puerto Rico Children’s Trust Fund (TASC)1		5.625			05/15/2043		50,011,475

44 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
U.S. Possessions Continued
$	268,500,000	Puerto Rico Children’s Trust Fund (TASC)		6.617	%3		05/15/2050	$	6,137,910
	745,000,000	Puerto Rico Children’s Trust Fund (TASC)		7.165	3		05/15/2055		8,537,700
	3,519,880,000	Puerto Rico Children’s Trust Fund (TASC)		7.625	3		05/15/2057		32,981,276
	3,179,200,000	Puerto Rico Children’s Trust Fund (TASC)		8.375	3		05/15/2057		23,875,792
	20,000	Puerto Rico Commonwealth GO1		5.000			07/01/2026		19,872
	2,000,000	Puerto Rico Commonwealth GO1		5.000			07/01/2033		1,814,340
	10,230,000	Puerto Rico Commonwealth GO1		5.000			07/01/2034		9,235,644
	5,000,000	Puerto Rico Commonwealth GO1		5.125			07/01/2031		4,818,800
	2,200,000	Puerto Rico Commonwealth GO1		5.250			07/01/2026		2,143,130
	5,000,000	Puerto Rico Commonwealth GO1		5.250			07/01/2027		4,839,250
	2,920,000	Puerto Rico Commonwealth GO1		5.250			07/01/2030		2,783,023
	14,500,000	Puerto Rico Commonwealth GO1		5.250			07/01/2031		13,767,315
	10,230,000	Puerto Rico Commonwealth GO1		5.250			07/01/2034		9,562,697
	43,385,000	Puerto Rico Commonwealth GO1		5.250			07/01/2037		40,065,180
	5,000,000	Puerto Rico Commonwealth GO1		5.375			07/01/2033		4,771,050
	1,000,000	Puerto Rico Commonwealth GO1		5.500			07/01/2021		1,031,390
	7,850,000	Puerto Rico Commonwealth GO1		5.500			07/01/2029		7,751,404
	81,300,000	Puerto Rico Commonwealth GO1		5.500			07/01/2032		79,103,274
	18,985,000	Puerto Rico Commonwealth GO1		6.000			07/01/2038		19,190,228
	9,975,000	Puerto Rico Electric Power Authority, Series AAA1		5.250			07/01/2026		9,954,053
	31,665,000	Puerto Rico Electric Power Authority, Series AAA1		5.250			07/01/2027		31,423,396
	52,670,000	Puerto Rico Electric Power Authority, Series AAA1		5.250			07/01/2028		52,135,400
	18,070,000	Puerto Rico Electric Power Authority, Series AAA1		5.250			07/01/2029		17,611,022
	19,025,000	Puerto Rico Electric Power Authority, Series AAA1		5.250			07/01/2030		18,416,200
	20,025,000	Puerto Rico Electric Power Authority, Series AAA1		5.250			07/01/2031		19,247,630
	15,150,000	Puerto Rico Electric Power Authority, Series TT1		5.000			07/01/2037		13,670,906
	60,000,000	Puerto Rico Electric Power Authority, Series UU1		0.714	11		07/01/2029		43,250,400
	45,000	Puerto Rico HFC1		5.100			12/01/2018		45,671
	9,515,000	Puerto Rico Highway & Transportation Authority1		5.000			07/01/2028		8,883,299
	4,845,000	Puerto Rico Highway & Transportation Authority1		5.250			07/01/2030		4,617,721
	3,100,000	Puerto Rico Highway & Transportation Authority		5.300			07/01/2035		2,902,437
	4,000,000	Puerto Rico Highway & Transportation Authority1		5.500			07/01/2029		3,972,480
	270,000	Puerto Rico Highway & Transportation Authority1		5.750			07/01/2020		274,514
	11,585,000	Puerto Rico Highway & Transportation Authority, Series G1		5.000			07/01/2033		10,509,564
	28,570,000	Puerto Rico Highway & Transportation Authority, Series��G1		5.000			07/01/2042		25,205,311
	3,885,000	Puerto Rico Highway & Transportation Authority, Series H1		5.450			07/01/2035		3,713,205
	6,500,000	Puerto Rico Highway & Transportation Authority, Series K1		5.000			07/01/2027		6,116,890
	3,145,000	Puerto Rico Highway & Transportation Authority, Series K1		5.000			07/01/2030		2,905,257

45 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Principal
Amount			Coupon			Maturity		Value
U.S. Possessions Continued
$	2,600,000	Puerto Rico Highway & Transportation Authority, Series L1		5.250	%		07/01/2023	$	2,605,902
	17,205,000	Puerto Rico Highway & Transportation Authority, Series L1		5.250			07/01/2030		16,397,913
	6,795,000	Puerto Rico Highway & Transportation Authority, Series L1		5.250			07/01/2041		6,245,217
	92,120,000	Puerto Rico Highway & Transportation Authority, Series M1		5.000			07/01/2046		80,958,741
	125,620,000	Puerto Rico Highway & Transportation Authority, Series N1		0.724	11		07/01/2041		67,109,973
	74,940,000	Puerto Rico Highway & Transportation Authority, Series N1		0.724	11		07/01/2045		39,232,589
	16,080,000	Puerto Rico Highway & Transportation Authority, Series N1		5.250			07/01/2032		15,189,650
	53,445,000	Puerto Rico Highway & Transportation Authority, Series N1		5.250			07/01/2039		49,230,862
	26,755,000	Puerto Rico Infrastructure1		5.000			07/01/2031		24,297,018
	6,000,000	Puerto Rico Infrastructure1		5.000			07/01/2037		5,406,660
	32,490,000	Puerto Rico Infrastructure1		5.000			07/01/2037		29,277,064
	202,145,000	Puerto Rico Infrastructure1		5.000			07/01/2041		181,524,189
	134,520,000	Puerto Rico Infrastructure1		5.000			07/01/2046		120,060,445
	3,130,000	Puerto Rico Infrastructure1		5.500			07/01/2025		3,154,915
	1,295,000	Puerto Rico Infrastructure1		5.500			07/01/2026		1,289,652
	15,000,000	Puerto Rico Infrastructure1		5.500			07/01/2027		14,839,800
	2,750,000	Puerto Rico Infrastructure1		5.500			07/01/2028		2,704,515
	16,955,000	Puerto Rico Infrastructure		5.650	3		07/01/2029		4,893,552
	65,725,000	Puerto Rico Infrastructure		5.730	3		07/01/2045		5,313,866
	25,000,000	Puerto Rico Infrastructure		5.800	3		07/01/2032		5,513,500
	6,285,000	Puerto Rico ITEMECF (Ana G. Mendez University)1		5.000			03/01/2036		5,315,602
	1,575,000	Puerto Rico ITEMECF (Ana G. Mendez University)1		5.375			12/01/2021		1,570,417
	5,750,000	Puerto Rico ITEMECF (Ana G. Mendez University)1		5.375			02/01/2029		5,368,373
	6,315,000	Puerto Rico ITEMECF (Ana G. Mendez University)1		5.500			12/01/2031		5,898,463
	38,000,000	Puerto Rico ITEMECF (Cogeneration Facilities)1		6.625			06/01/2026		38,075,240
	2,025,000	Puerto Rico ITEMECF (Ryder Memorial Hospital)1		6.600			05/01/2014		1,975,732
	5,250,000	Puerto Rico ITEMECF (Ryder Memorial Hospital)1		6.700			05/01/2024		4,329,360
	7,000,000	Puerto Rico ITEMECF (San Lucas & Cristo Redentor Hospitals)1		5.750			06/01/2029		5,598,600
	500,000	Puerto Rico ITEMECF (University of the Sacred Heart)1		5.250			09/01/2021		499,995
	8,000,000	Puerto Rico ITEMECF (University of the Sacred Heart)1		5.250			09/01/2031		7,302,880
	4,990,000	Puerto Rico Municipal Finance Agency, Series A1		5.250			08/01/2025		4,909,911
	4,975,000	Puerto Rico Port Authority (American Airlines), Series A		6.250			06/01/2026		4,309,892
	6,395,000	Puerto Rico Port Authority (American Airlines), Series A		6.300			06/01/2023		5,663,421
	90,855,000	Puerto Rico Public Buildings Authority1		5.000			07/01/2036		81,128,972

46 | ROCHESTER FUND MUNICIPALS

Principal
Amount			Coupon			Maturity		Value
U.S. Possessions Continued
$	7,500,000	Puerto Rico Public Buildings Authority1		5.000	%		07/01/2037	$	6,674,325
	23,585,000	Puerto Rico Public Buildings Authority1		5.250			07/01/2029		22,615,421
	121,570,000	Puerto Rico Public Buildings Authority1		5.250			07/01/2033		114,681,844
	120,000	Puerto Rico Public Buildings Authority1		5.375			07/01/2033		115,090
	1,500,000	Puerto Rico Public Buildings Authority1		6.250			07/01/2021		1,609,260
	7,500,000	Puerto Rico Public Buildings Authority1		6.250			07/01/2031		8,023,350
	8,000,000	Puerto Rico Public Buildings Authority1		6.500			07/01/2030		8,459,520
	7,500,000	Puerto Rico Public Buildings Authority1		6.750			07/01/2036		7,988,400
	296,445,000	Puerto Rico Sales Tax Financing Corp., Series A4		5.250			08/01/2057		293,068,321
	643,700,000	Puerto Rico Sales Tax Financing Corp., Series A		5.401	3		08/01/2054		33,556,081
	33,000,000	Puerto Rico Sales Tax Financing Corp., Series A1		5.750			08/01/2037		33,331,980
	221,800,000	Puerto Rico Sales Tax Financing Corp., Series A		5.939	3		08/01/2056		10,087,464
	30,000,000	Puerto Rico Sales Tax Financing Corp., Series A		6.500	3		08/01/2042		3,903,900
	7,300,000	Puerto Rico Sales Tax Financing Corp., Series A1		6.500			08/01/2044		7,907,944
	80,000,000	Puerto Rico Sales Tax Financing Corp., Series A		6.504	3		08/01/2043		9,621,600
	35,000,000	Puerto Rico Sales Tax Financing Corp., Series C1		0.000	10		08/01/2032		27,633,900
	2,500,000	Puerto Rico Sales Tax Financing Corp., Series C1		5.250			08/01/2041		2,362,025
	4,000,000	Puerto Rico Sales Tax Financing Corp., Series C1		5.375			08/01/2036		3,878,200
	95,245,000	Puerto Rico Sales Tax Financing Corp., Series C4		5.750			08/01/2057		98,523,849
	24,875,000	Puerto Rico Sales Tax Financing Corp., Series C1		6.000			08/01/2042		25,425,484
	4,525,000	University of Puerto Rico1		5.000			06/01/2026		4,211,508
	5,280,000	University of Puerto Rico, Series P1		5.000			06/01/2030		4,746,034
	24,375,000	University of Puerto Rico, Series Q1		5.000			06/01/2030		21,909,956
	65,780,000	University of Puerto Rico, Series Q1		5.000			06/01/2036		57,485,142
	9,230,000	University of V.I., Series A1		5.375			06/01/2034		8,476,371
	2,040,000	University of V.I., Series A1		6.250			12/01/2029		1,984,798
	3,650,000	V.I. Government Refinery Facilities (Hovensa Coker)1		6.500			07/01/2021		3,662,374
	10,000	V.I. HFA, Series A1		6.450			03/01/2016		10,016
	18,720,000	V.I. Public Finance Authority (Gross Receipts Taxes Loan)1		5.000			10/01/2031		17,178,221
	550,000	V.I. Public Finance Authority (Gross Receipts Taxes Loan)1		5.000			10/01/2033		501,215
	27,733,000	V.I. Public Finance Authority (Hovensa Coker)1		6.500			07/01/2021		27,846,151
	11,700,000	V.I. Public Finance Authority (Hovensa Refinery)1		5.875			07/01/2022		11,343,969
	8,000,000	V.I. Public Finance Authority (Hovensa Refinery)1		6.125			07/01/2022		7,925,280
	750,000	V.I. Public Finance Authority, Series A1		5.250			10/01/2024		753,863
	11,100,000	V.I. Tobacco Settlement Financing Corp.		7.300	3		05/15/2035		1,083,027
									2,752,956,262
Total Investments, at Value (Cost $10,276,162,008)—118.8%									9,142,066,304
Liabilities in Excess of Other Assets— (18.8)									(1,445,372,088	)
Net Assets—100.0%								$	7,696,694,216

47 | ROCHESTER FUND MUNICIPALS

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments
1.	All or a portion of the security position has been segregated for collateral to cover borrowings. See Note 5 of the accompanying Notes.
2.	Issue is in default. See Note 1 of the accompanying Notes.
3.	Zero coupon bond reflects effective yield on the date of purchase.
4.	Security represents the underlying municipal bond on an inverse floating rate security. The bond was purchased by the Fund and subsequently transferred to a trust. See Note 1 of the accompanying Notes.
5.	Non-income-accruing security.
6.	Security is subject to a shortfall and forbearance agreement. See Note 1 of the accompanying Notes.
7.	Represents the current interest rate for a variable rate bond known as an “inverse floater.” See Note 1 of the accompanying Notes.
8.	Subject to a forbearance agreement. Rate shown is current rate. See Note 1 of the accompanying Notes.
9.	When-issued security or delayed delivery to be delivered and settled after December 31, 2010. See Note 1 of the accompanying Notes.
10.	Denotes a step bond: a zero coupon bond that converts to a fixed or variable interest rate at a designated future date.
11.	Represents the current interest rate for a variable or increasing rate security.

Valuation Inputs

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

1)	Level 1—Level 1-unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
2)	Level 2—Level 2-inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates,prepayment speeds, credit risks, etc.)
3)	Level 3—Level 3-significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:

					Level 3—
	Level 1—		Level 2—		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value
Assets Table
Investments, at Value:
Municipal Bonds and Notes
New York	$	—	$	6,389,110,020	$	22	$	6,389,110,042
U.S. Possessions		—		2,752,956,262		—		2,752,956,262
Total Assets	$	—	$	9,142,066,282	$	22	$	9,142,066,304

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

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

48 | ROCHESTER FUND MUNICIPALS

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

ACDS	Assoc. for Children with Down Syndrome
ACLD	Adults and Children with Learning and Developmental Disabilities
ADD	Aid to the Developmentally Disabled
ALIA	Alliance of Long Island Agencies
ARC	Assoc. of Retarded Citizens
BUG	Brodelyn Union Gas
CCRC	Continuing Care Retirement Community
CFGA	Child and Family Guidance Assoc.
CHSLI	Catholic Health Services of Long Island
CNGCS	Central Nassau Guidance and Counseling Services
COP	Certificates of Participation
CRV	Crystal Run Village
CSMR	Community Services for the Mentally Retarded
DA	Dormitory Authority
DDI	Developmental Disabilities Institute
DRIVERs	Derivative Inverse Tax Exempt Receipts
EDC	Economic Devel. Corp.
EFC	Environmental Facilities Corp.
ERDA	Energy Research and Devel. Authority
FREE	Family Residences and Essential Enterprises
GJSR	Gurwin Jewish Senior Residences
GO	General Obligation
GSHMC	Good Samaritan Hospital Medical Center
HDC	Housing Devel. Corp.
HFA	Housing Finance Agency
HFC	Housing Finance Corp.
HH	Harmony Heights, Inc.
HHS	Harmony Heights School
IDA	Industrial Devel. Agency
IGHL	Independent Group Home for Living
ITEMECF	Industrial, Tourist, Educational, Medical and Environmental Community Facilities
JCC	Jewish Community Center
JDAM	Julia Dyckman Andrus Memorial
JFK	John Fitzgerald Kennedy
L.I.	Long Island
LGSC	Local Government Services Corp.
LIHIA	Long Island Head Injury Assoc.
LILCO	Long Island Lighting Corp.
LVH	Little Village House
MCH	Maryhaven Center of Hope
MMC	Mercy Medical Center
MTA	Metropolitan Transportation Authority
NY/NJ	New York/New Jersey
NYC	New York City
NYS	New York State
NYU	New York University
PSCH	Professional Service Centers for the Handicapped, Inc.
RIBS	Residual Interest Bonds
ROLs	Residual Option Longs
Res Rec	Resource Recovery Facility
SCHRC	St. Charles Hospital and Rehabilitation Center
SCSB	Schuyler Community Services Board
SFH	St. Francis Hospital
SFTU	Services for the Underserved
SLCD	School for Language and Communication Devel.
SMCFS	St. Mary’s Children and Family Services
SONYMA	State of New York Mortgage Agency
SUNY	State University of New York
TASC	Tobacco Settlement Asset-Backed Bonds
TFABs	Tobacco Flexible Amortization Bonds
UBF	University of Buffalo Foundation
UCPAGS	United Cerebral Palsy Assoc. of Greater Suffolk
UDC	Urban Devel. Corp.
UVBH	United Veteran’s Beacon House
V.I.	United States Virgin Islands
WORCA	Working Organization for Retarded Children and Adults
YAI	Young Adult Institute
YMCA	Young Men’s Christian Assoc.

See accompanying Notes to Financial Statements.

49 | ROCHESTER FUND MUNICIPALS

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010

Assets
Investments, at value (cost $10,276,162,008)—see accompanying statement of investments	$	9,142,066,304
Cash		6,333,184
Receivables and other assets:
Interest		151,689,288
Shares of beneficial interest sold		6,109,379
Investments sold		5,515,000
Other		363,622
Total assets		9,312,076,777
Liabilities
Payables and other liabilities:
Payable for short-term floating rate notes issued (See Note 1)		1,315,895,000
Payable on borrowings (See Note 5)		227,800,000
Investments purchased (including $36,000,000 purchased on a when-issued or delayed delivery basis)		36,102,993
Shares of beneficial interest redeemed		28,964,798
Distribution and service plan fees		3,421,896
Trustees’ compensation		1,891,599
Transfer and shareholder servicing agent fees		279,384
Shareholder communications		164,624
Interest expense on borrowings		33,936
Dividends		2,495
Other		825,836
Total liabilities		1,615,382,561
Net Assets	$	7,696,694,216
Composition of Net Assets
Paid-in capital	$	9,550,486,213
Accumulated net investment income		79,569,190
Accumulated net realized loss on investments		(799,265,483	)
Net unrealized depreciation on investments		(1,134,095,704	)
Net Assets	$	7,696,694,216

50 | ROCHESTER FUND MUNICIPALS

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $6,295,107,990 and 410,647,192 shares of beneficial interest outstanding)	$	15.33
Maximum offering price per share (net asset value plus sales charge of 4.75% of offering price)	$	16.09
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $181,057,871 and 11,823,267 shares of beneficial interest outstanding)	$	15.31
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $1,119,899,887 and 73,175,709 shares of beneficial interest outstanding)	$	15.30
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $100,628,468 and 6,564,370 shares of beneficial interest outstanding)	$	15.33

See accompanying Notes to Financial Statements.

51 | ROCHESTER FUND MUNICIPALS

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010

Investment Income
Interest	$	597,483,487
Other income		3,768
Total investment income		597,487,255
Expenses
Management fees		39,507,383
Distribution and service plan fees:
Class A		10,333,308
Class B		2,192,711
Class C		12,670,489
Transfer and shareholder servicing agent fees:
Class A		2,154,402
Class B		251,914
Class C		614,937
Class Y		39,104
Shareholder communications:
Class A		222,550
Class B		21,221
Class C		52,118
Class Y		3,986
Interest expense and fees on short-term floating rate notes issued (See Note 1)		15,672,049
Borrowing fees		6,338,220
Accounting service fees		2,584,568
Interest expense on borrowings		172,828
Trustees’ compensation		167,027
Custodian fees and expenses		71,865
Administration service fees		1,500
Other		504,520
Total expenses		93,576,700
Less waivers and reimbursements of expenses		(47,321	)
Net expenses		93,529,379
Net Investment Income		503,957,876
Realized and Unrealized Gain (Loss)
Net realized gain on investments		107,406,478
Net change in unrealized appreciation/depreciation on investments		(289,610,448	)
Net Increase in Net Assets Resulting from Operations	$	321,753,906

See accompanying Notes to Financial Statements.

52 | ROCHESTER FUND MUNICIPALS

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended December 31,	2010			2009
Operations
Net investment income	$	503,957,876		$	530,847,427
Net realized gain (loss)		107,406,478			(226,677,958	)
Net change in unrealized appreciation/depreciation		(289,610,448	)		2,492,752,087
Net increase in net assets resulting from operations		321,753,906			2,796,921,556
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(418,716,525	)		(408,558,894	)
Class B		(11,118,280	)		(13,742,327	)
Class C		(64,982,829	)		(62,747,294	)
Class Y		(6,054,918	)		(3,759,108	)
		(500,872,552	)		(488,807,623	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(470,847,309	)		(128,680,279	)
Class B		(62,951,925	)		(66,159,176	)
Class C		(103,907,672	)		13,156,586
Class Y		39,395,133			3,629,506
		(598,311,773	)		(178,053,363	)
Net Assets
Total increase (decrease)		(777,430,419	)		2,130,060,570
Beginning of period		8,474,124,635			6,344,064,065
End of period (including accumulated net investment income of $79,569,190 and $72,772,034, respectively)	$	7,696,694,216		$	8,474,124,635

See accompanying Notes to Financial Statements.

53 | ROCHESTER FUND MUNICIPALS

STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2010
Cash Flows from Operating Activities
Net increase in net assets from operations	$	321,753,906
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities:
Purchase of investment securities		(679,005,735	)
Proceeds from disposition of investment securities		1,165,658,463
Short-term investment securities, net		211,962,533
Premium amortization		23,074,824
Discount accretion		(66,188,125	)
Net realized gain on investments		(107,406,478	)
Net change in unrealized appreciation/depreciation on investments		289,610,448
Change in assets:
Decrease in interest receivable		5,987,242
Decrease in other assets		2,785,659
Decrease in receivable for securities sold		1,434,021
Change in liabilities:
Increase in payable for securities purchased		31,135,665
Increase in other liabilities		127,707
Net cash provided by operating activities		1,200,930,130
Cash Flows from Financing Activities
Proceeds from bank borrowings		1,219,800,000
Payments on bank borrowings		(1,123,300,000	)
Payments on short-term floating rate notes issued		(200,730,000	)
Proceeds from shares sold		845,371,287
Payments on shares redeemed		(1,766,243,296	)
Cash distributions paid		(170,949,557	)
Net cash used in financing activities		(1,196,051,566	)
Net increase in cash		4,878,564
Cash, beginning balance		1,454,620
Cash, ending balance	$	6,333,184

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of reinvestment of dividends and distributions of $329,923,343.

Cash paid for interest on bank borrowings—$147,567.

Cash paid for interest on short-term floating rate notes issued—$15,672,049.

See accompanying Notes to Financial Statements.

54 | ROCHESTER FUND MUNICIPALS

FINANCIAL HIGHLIGHTS

Class A      Year Ended December 31,	2010			2009			2008			2007			2006
Per Share Operating Data
Net asset value, beginning of period	$	15.70		$	11.54		$	17.67		$	18.82		$	18.28
Income (loss) from investment operations:
Net investment income1		.98			.98			.94			.88			.93
Net realized and unrealized gain (loss)		(.38	)		4.09			(6.19	)		(1.17	)		.55
Total from investment operations		.60			5.07			(5.25	)		(.29	)		1.48
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.97	)		(.91	)		(.88	)		(.86	)		(.94	)
Net asset value, end of period	$	15.33		$	15.70		$	11.54		$	17.67		$	18.82
Total Return, at Net Asset Value2		3.63	%		45.07	%		(30.84	)%		(1.59	)%		8.33	%
Ratios/Supplemental Data
Net assets, end of period (in millions)	$	6,295		$	6,913		$	5,158		$	8,541		$	7,979
Average net assets (in millions)	$	7,013		$	6,360		$	7,688		$	8,598		$	6,836
Ratios to average net assets:3
Net investment income		6.01	%		6.96	%		5.96	%		4.78	%		5.05	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		0.67	%		0.70	%		0.70	%		0.67	%		0.68	%
Interest and fees from borrowings		0.08	%		0.45	%		0.22	%		0.05	%		0.04	%
Interest and fees on short-term floating rate notes issued4		0.18	%		0.27	%		0.68	%		0.71	%		0.62	%
Total expenses		0.93	%		1.42	%		1.60	%		1.43	%		1.34	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.93	%		1.42	%		1.60	%		1.43	%		1.34	%
Portfolio turnover rate		7	%		8	%		23	%		28	%		17	%

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 accompanying Notes to Financial Statements.

55 | ROCHESTER FUND MUNICIPALS

FINANCIAL HIGHLIGHTS Continued

Class B      Year Ended December 31,	2010			2009			2008			2007			2006
Per Share Operating Data
Net asset value, beginning of period	$	15.68		$	11.53		$	17.66		$	18.80		$	18.26
Income (loss) from investment operations:
Net investment income1		.82			.85			.80			.72			.78
Net realized and unrealized gain (loss)		(.37	)		4.07			(6.19	)		(1.16	)		.54
Total from investment operations		.45			4.92			(5.39	)		(.44	)		1.32
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.82	)		(.77	)		(.74	)		(.70	)		(.78	)
Net asset value, end of period	$	15.31		$	15.68		$	11.53		$	17.66		$	18.80
Total Return, at Net Asset Value2		2.67	%		43.66	%		(31.50	)%		(2.41	)%		7.39	%
Ratios/Supplemental Data
Net assets, end of period (in millions)	$	181		$	246		$	237		$	591		$	906
Average net assets (in millions)	$	220		$	248		$	424		$	745		$	925
Ratios to average net assets:3
Net investment income		5.07	%		6.05	%		4.99	%		3.88	%		4.20	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		1.62	%		1.67	%		1.58	%		1.57	%		1.56	%
Interest and fees from borrowings		0.08	%		0.45	%		0.22	%		0.05	%		0.04	%
Interest and fees on short-term floating rate notes issued4		0.18	%		0.27	%		0.68	%		0.71	%		0.62	%
Total expenses		1.88	%		2.39	%		2.48	%		2.33	%		2.22	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.88	%		2.39	%		2.48	%		2.33	%		2.22	%
Portfolio turnover rate		7	%		8	%		23	%		28	%		17	%

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 accompanying Notes to Financial Statements.

56 | ROCHESTER FUND MUNICIPALS

Class C      Year Ended December 31,	2010			2009			2008			2007			2006
Per Share Operating Data
Net asset value, beginning of period	$	15.67		$	11.52		$	17.65		$	18.79		$	18.25
Income (loss) from investment operations:
Net investment income1		.83			.86			.80			.71			.76
Net realized and unrealized gain (loss)		(.37	)		4.07			(6.19	)		(1.15	)		.56
Total from investment operations		.46			4.93			(5.39	)		(.44	)		1.32
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.83	)		(.78	)		(.74	)		(.70	)		(.78	)
Net asset value, end of period	$	15.30		$	15.67		$	11.52		$	17.65		$	18.79
Total Return, at Net Asset Value2		2.75	%		43.82	%		(31.49	)%		(2.39	)%		7.40	%
Ratios/Supplemental Data
Net assets, end of period (in millions)	$	1,120		$	1,250		$	905		$	1,514		$	1,256
Average net assets (in millions)	$	1,271		$	1,131		$	1,350		$	1,492		$	956
Ratios to average net assets:3
Net investment income		5.14	%		6.09	%		5.09	%		3.90	%		4.15	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		1.54	%		1.57	%		1.57	%		1.54	%		1.54	%
Interest and fees from borrowings		0.08	%		0.45	%		0.22	%		0.05	%		0.04	%
Interest and fees on short-term floating rate notes issued4		0.18	%		0.27	%		0.68	%		0.71	%		0.62	%
Total expenses		1.80	%		2.29	%		2.47	%		2.30	%		2.20	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.80	%		2.29	%		2.47	%		2.30	%		2.20	%
Portfolio turnover rate		7	%		8	%		23	%		28	%		17	%

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 accompanying Notes to Financial Statements.

57 | ROCHESTER FUND MUNICIPALS

FINANCIAL HIGHLIGHTS Continued

Class Y      Year Ended December 31,	2010			2009			2008			2007			2006
Per Share Operating Data
Net asset value, beginning of period	$	15.69		$	11.54		$	17.67		$	18.82		$	18.28
Income (loss) from investment operations:
Net investment income1		.99			1.00			.96			.89			.95
Net realized and unrealized gain (loss)		(.36	)		4.08			(6.19	)		(1.15	)		.55
Total from investment operations		.63			5.08			(5.23	)		(.26	)		1.50
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.99	)		(.93	)		(.90	)		(.89	)		(.96	)
Net asset value, end of period	$	15.33		$	15.69		$	11.54		$	17.67		$	18.82
Total Return, at Net Asset Value2		3.84	%		45.18	%		(30.74	)%		(1.44	)%		8.45	%
Ratios/Supplemental Data
Net assets, end of period (in millions)	$	101		$	65		$	44		$	56		$	22
Average net assets (in millions)	$	100		$	57		$	61		$	44		$	16
Ratios to average net assets:3
Net investment income		6.14	%		7.09	%		6.14	%		4.91	%		5.14	%
Expenses excluding interest and fees on short-term floating rate notes issued and interest and fees from borrowings		0.54	%		0.55	%		0.57	%		0.51	%		0.56	%
Interest and fees from borrowings		0.08	%		0.45	%		0.22	%		0.05	%		0.04	%
Interest and fees on short-term floating rate notes issued4		0.18	%		0.27	%		0.68	%		0.71	%		0.62	%
Total expenses		0.80	%		1.27	%		1.47	%		1.27	%		1.22	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.80	%		1.27	%		1.47	%		1.27	%		1.22	%
Portfolio turnover rate		7	%		8	%		23	%		28	%		17	%

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 accompanying Notes to Financial Statements.

58 | ROCHESTER FUND MUNICIPALS

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Rochester Fund Municipals (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Fund’s investment objective is to seek to provide as high a level of income exempt from federal income tax and New York State and New York City personal income taxes as is consistent with its investment policies and prudent investment management while seeking preservation of shareholders’ capital. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

     The Fund offers Class A, Class B, Class C and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B and Class C shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC, however, the institutional investor may impose charges on those accounts. 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. No such plan has been adopted for Class Y shares. 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.

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

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

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

59 | ROCHESTER FUND MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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

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

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

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

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

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

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

60 | ROCHESTER FUND MUNICIPALS

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

As of December 31, 2010, the Fund had purchased securities issued on a when-issued or delayed delivery basis as follows:

	When-Issued or Delayed
	Delivery Basis Transactions
Purchased securities	$	36,000,000

Inverse Floating Rate Securities. The Fund invests in inverse floating rate securities that pay interest at a rate that varies inversely with short-term interest rates. 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 $1,315,895,000 as of December 31, 2010, which represents 14.13% of the Fund’s total assets.

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

61 | ROCHESTER FUND MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

(but does not separately include the inverse floating rate securities received). The Fund also includes the value of the municipal bond and a payable amount equal to the short-term floating rate notes issued by the Trust on its Statement of Assets and Liabilities. The interest rates on these short-term floating rate notes reset periodically, usually weekly. The holders of these short-term floating rate notes have the option to tender their investment, to the sponsor or the Trust’s liquidity provider, for redemption at par at each reset date. Income from the municipal bond position and the interest expense on the payable for the short-term floating rate notes issued by the Trust are recorded on the Fund’s Statement of Operations. At December 31, 2010, municipal bond holdings with a value of $2,036,849,766 shown on the Fund’s Statement of Investments are held by such Trusts and serve as collateral for the $1,315,895,000 in short-term floating rate notes issued and outstanding at that date.

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

At December 31, 2010, the Fund’s residual exposure to these types of inverse floating rate securities were as follows:

Principal			Coupon			Maturity
Amount		Inverse Floater1	Rate2			Date		Value
$	13,640,000	NY Austin Trust Various States Inverse Certificates		11.146	%		6/1/32	$	14,063,931
	8,935,000	NY Austin Trust Various States Inverse Certificates		11.112			6/1/27		9,538,827
	23,960,000	NY Austin Trust Various States Inverse Certificates		6.563			11/1/38		20,670,292
	16,400,000	NY Austin Trust Various States Inverse Certificates		9.632			7/1/48		16,794,912
	31,175,000	NY Liberty Devel. Corp. (One Bryant Park) ROLs3		10.490			1/15/46		32,479,050
	36,040,000	NY Liberty Devel. Corp. ROLs3		7.490			10/1/35		34,194,392
	10,770,000	NY MTA ROLs3		16.374			11/15/30		10,331,661
	6,615,000	NY Triborough Bridge & Tunnel Authority ROLs3		8.020			1/1/27		6,682,142

62 | ROCHESTER FUND MUNICIPALS

Principal			Coupon			Maturity
Amount		Inverse Floater1	Rate2			Date		Value
$	15,660,000	NY/NJ Port Authority Austin Trust Inverse Certificates		6.165	%		12/1/27	$	14,097,915
	7,700,000	NY/NJ Port Authority Austin Trust Inverse Certificates		5.806			12/1/34		6,402,011
	23,955,000	NY/NJ Port Authority Austin Trust Inverse Certificates		7.575			10/1/30		22,863,610
	5,605,000	NYC GO DRIVERS		8.324			12/1/33		5,648,271
	5,460,000	NYC GO DRIVERS		7.638			8/1/30		5,481,731
	2,430,000	NYC GO DRIVERS		8.376			8/1/35		2,429,781
	8,735,000	NYC GO DRIVERS		8.374			4/1/35		8,733,428
	5,745,000	NYC GO DRIVERS		8.375			3/1/35		5,744,081
	7,540,000	NYC GO ROLs		14.816			11/1/34		7,600,320
	4,480,000	NYC GO ROLs3		15.777			4/1/30		4,516,243
	8,900,000	NYC GO ROLs3		18.482			6/1/30		10,393,242
	5,000,000	NYC GO ROLs		15.390			3/1/21		7,088,200
	3,490,000	NYC HDC (Multifamily Hsg.) DRIVERS		12.517			11/1/42		3,511,778
	920,000	NYC HDC (Multifamily Hsg.) DRIVERS		10.736			11/1/26		867,146
	810,000	NYC HDC (Multifamily Hsg.) DRIVERS		11.052			11/1/27		774,741
	1,000,000	NYC HDC (Multifamily Hsg.) DRIVERS		11.096			11/1/32		868,810
	1,165,000	NYC HDC (Multifamily Hsg.) DRIVERS		10.785			11/1/37		898,087
	1,560,000	NYC HDC (Multifamily Hsg.) DRIVERS		10.912			11/1/39		1,187,238
	2,790,000	NYC HDC (Multifamily Hsg.) DRIVERS		11.090			5/1/40		2,242,686
	775,000	NYC HDC (Multifamily Hsg.) DRIVERS3		15.980			11/1/34		792,236
	710,000	NYC HDC (Multifamily Hsg.) DRIVERS3		16.202			11/1/39		721,048
	2,730,000	NYC HDC (Multifamily Hsg.) DRIVERS3		16.707			11/1/46		2,803,164
	2,680,000	NYC HDC (Multifamily Hsg.) DRIVERS		11.285			11/1/40		2,237,880
	3,955,000	NYC HDC (Multifamily Hsg.) ROLs3		13.289			11/1/30		3,970,939
	11,905,000	NYC Hsg. Devel. Corp. (Multifamily Hsg.) ROLs3		10.568			5/1/49		10,483,424
	17,005,000	NYC Municipal Water Finance Authority DRIVERS		10.957			6/15/39		16,585,657
	6,875,000	NYC Municipal Water Finance Authority ROLs		14.801			6/15/31		6,994,075
	7,875,000	NYC Municipal Water Finance Authority ROLs		14.801			6/15/39		7,614,180
	4,935,000	NYC Municipal Water Finance Authority ROLs		14.801			6/15/39		4,771,553
	4,500,000	NYC Municipal Water Finance Authority ROLs		14.821			6/15/39		4,350,960
	10,470,000	NYC Municipal Water Finance Authority ROLs3		10.723			6/15/34		10,469,372
	8,205,000	NYS DA (Memorial Sloan-Kettering) DRIVERS		8.375			7/1/35		7,703,510
	5,265,000	NYS DA (Vassar College) DRIVERS		8.373			7/1/46		5,064,772
	3,410,000	NYS HFA ROLs3		12.168			11/1/45		2,993,946
	3,750,000	Port Authority NY/NJ ROLs3		17.817			9/15/28		4,389,000
	4,895,000	Port Authority NY/NJ, 11588th Series ROLs		13.517			10/15/27		4,296,146
	3,580,000	Port Authority NY/NJ, 11588th Series ROLs		12.721			10/15/28		2,600,011
	5,500,000	Port Authority NY/NJ, 11588th Series ROLs		13.524			10/15/32		4,397,085
	9,090,000	Port Authority NY/NJ, 11589th Series ROLs		10.017			9/1/29		6,597,522
	11,880,000	Port Authority NY/NJ, 136th Series DRIVERS		6.826			11/1/28		12,071,624
	11,430,000	Port Authority NY/NJ, 136th Series DRIVERS		8.413			11/1/29		11,728,094
	11,015,000	Port Authority NY/NJ, 136th Series DRIVERS		11.090			5/1/34		10,569,884
	13,000,000	Port Authority NY/NJ, 138th Series DRIVERS		7.115			12/1/34		11,222,900
	24,005,000	Port Authority NY/NJ, 151st Series DRIVERS		12.725			3/15/35		25,918,439

63 | ROCHESTER FUND MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Principal			Coupon			Maturity
Amount		Inverse Floater1	Rate2			Date		Value
$	4,570,000	Port Authority NY/NJ, 152nd Series DRIVERS		11.432	%		5/1/38	$	4,267,283
	20,000,000	Port Authority NY/NJ, 3090th Series DRIVERS		7.990			11/1/35		19,262,000
	6,670,000	Port Authority NY/NJ, 3094th Series DRIVERS		10.966			3/15/39		6,474,302
	7,500,000	Port Authority NY/NJ, 3114th Series DRIVERS		12.740			11/1/30		8,341,950
	30,970,000	Port Authority NY/NJ, 3114th Series DRIVERS		7.990			11/1/35		29,827,207
	3,335,000	Port Authority NY/NJ, 3115th Series DRIVERS		12.734			3/15/35		3,600,833
	25,330,000	Port Authority NY/NJ, 37th Series DRIVERS		7.981			7/15/34		25,388,766
	4,750,000	Puerto Rico Aqueduct & Sewer Authority ROLs3		7.712			7/1/47		3,857,000
	15,000,000	Puerto Rico Aqueduct & Sewer Authority ROLs		7.898			7/1/47		13,590,000
	74,115,000	Puerto Rico Sales Tax Financing Corp. ROLs3		15.239			8/1/57		70,738,321
	23,815,000	Puerto Rico Sales Tax Financing Corp. ROLs3		17.096			8/1/57		27,093,849
	18,135,000	SONYMA ROLs3		6.360			10/1/34		16,166,990
	5,405,000	SONYMA ROLs3		11.639			4/1/29		5,403,541
	3,185,000	SONYMA ROLs3		11.765			4/1/29		3,096,043
	3,490,000	SONYMA ROLs3		12.022			4/1/29		3,489,058
	7,635,000	SONYMA ROLs3		11.668			4/1/34		6,257,951
	7,965,000	SONYMA ROLs3		11.779			10/1/28		7,916,732
	3,175,000	SONYMA ROLs3		11.120			10/1/26		2,922,016
	5,675,000	SONYMA ROLs3		7.488			10/1/37		4,564,516
	11,505,000	SONYMA ROLs3		7.156			10/1/31		9,601,843
	10,590,000	SONYMA ROLs3		7.239			10/1/37		7,713,332
	1,685,000	SONYMA, Series 145 DRIVERS		11.056			10/1/37		1,380,285
	650,000	SONYMA, Series 148 DRIVERS		11.167			10/1/27		626,152
	2,125,000	SONYMA, Series 148 DRIVERS		11.263			10/1/32		1,922,849
								$	720,954,766

1.	For a list of abbreviations used in the Inverse Floater table see the Portfolio Abbreviations table on page 49 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 December 31, 2010, in addition to the exposure detailed in the preceding table, the Fund’s maximum exposure under such agreements is estimated at $672,410,000.

64 | ROCHESTER FUND MUNICIPALS

Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities in default, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently default. Information concerning securities in default as of December 31, 2010 is as follows:

Cost	$	9,464,634
Market Value		6,336,682
Market Value as a % of Net Assets		0.08	%

The Fund has entered into forbearance agreements with certain obligors under which the Fund has agreed to temporarily forego receipt of the original principal or coupon interest rates. As of December 31, 2010, securities with an aggregate market value of $1,113,031, representing 0.01% of the Fund’s net assets, were subject to these forbearance agreements. Interest payments of $37,394 are contractually owed to the Fund with respect to these securities and will not be collected under these forbearance agreements.

Concentration Risk. There are certain risks arising from geographic concentration in any state, commonwealth or territory. Certain economic, regulatory or political developments occurring in the state, commonwealth or territory may impair the ability of certain issuers of municipal securities to pay principal and interest on their obligations.

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

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

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

					Net Unrealized
					Depreciation Based
					on Cost of Securities
Undistributed	Undistributed		Accumulated		and Other Investments
Net Investment	Long-Term		Loss		for Federal Income
Income	Gain		Carryforward1,2,3		Tax Purposes
$97,352,096	$	—	$	767,968,879	$	1,165,392,305

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NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

1. As of December 31, 2010, the Fund had $767,968,879 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2010, details of the capital loss carryforwards were as follows:

Expiring
2016	$	443,946,792
2017		324,022,087
Total	$	767,968,879

2.	During the fiscal year ended December 31, 2010, the Fund utilized $82,464,272 of capital loss carryforward to offset capital gains realized in that fiscal year.
3.	During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.

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

Accordingly, the following amounts have been reclassified for December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.

	Increase to
Increase to	Accumulated Net
Accumulated Net	Realized Loss
Investment Income	on Investments
$3,711,832	$	3,711,832

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

	Year Ended		Year Ended
	December 31, 2010		December 31, 2009
Distributions paid from:
Exempt-interest dividends	$	493,554,501	$	483,128,325
Ordinary income		7,318,051		5,679,298
Total	$	500,872,552	$	488,807,623

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 December 31, 2010 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

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Federal tax cost of securities	$8,958,315,1611
Gross unrealized appreciation	$	148,888,126
Gross unrealized depreciation		(1,314,280,431	)
Net unrealized depreciation	$	(1,165,392,305	)

1. The Federal tax cost of securities does not include cost of $1,349,143,448, which has otherwise been recognized for financial reporting purposes, related to bonds placed into trusts in conjunction with certain investment transactions. See the Inverse Floating Rate Securities note above.

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

Projected Benefit Obligations Increased	$	13,170
Payments Made to Retired Trustees		156,353
Accumulated Liability as of December 31, 2010		1,524,922

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

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

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.

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NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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

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

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

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

2. Shares of Beneficial Interest

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

	Year Ended December 31, 2010						Year Ended December 31, 2009
	Shares			Amount			Shares			Amount
Class A
Sold		38,467,717		$	625,354,867			52,833,970		$	734,465,418
Dividends and/or distributions reinvested		16,612,352			269,611,844			18,725,703			263,340,510
Redeemed		(84,858,562	)		(1,365,814,020	)		(78,201,654	)		(1,126,486,207	)
Net decrease		(29,778,493	)	$	(470,847,309	)		(6,641,981	)	$	(128,680,279	)
Class B
Sold		1,128,811		$	18,352,363			1,279,319		$	17,832,175
Dividends and/or distributions reinvested		484,918			7,859,585			669,108			9,331,312
Redeemed		(5,512,809	)		(89,163,873	)		(6,780,297	)		(93,322,663	)
Net decrease		(3,899,080	)	$	(62,951,925	)		(4,831,870	)	$	(66,159,176	)

68 | ROCHESTER FUND MUNICIPALS

	Year Ended December 31, 2010						Year Ended December 31, 2009
	Shares			Amount			Shares			Amount
Class C
Sold		8,509,316		$	138,036,770			12,413,734		$	173,659,196
Dividends and/or distributions reinvested		2,960,215			47,982,936			3,332,430			46,733,925
Redeemed		(18,070,599	)		(289,927,378	)		(14,484,787	)		(207,236,535	)
Net increase (decrease)		(6,601,068	)	$	(103,907,672	)		1,261,377		$	13,156,586
Class Y
Sold		3,832,057		$	61,864,893			1,122,715		$	15,728,107
Dividends and/or distributions reinvested		275,265			4,468,978			224,183			3,162,851
Redeemed		(1,673,355	)		(26,938,738	)		(1,062,727	)		(15,261,452	)
Net increase		2,433,967		$	39,395,133			284,171		$	3,629,506

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 December 31, 2010, were as follows:

	Purchases		Sales
Investment securities	$	679,005,735	$	1,165,658,463

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 $100 million	0.54	%
Next $150 million	0.52
Next $1.75 billion	0.47
Next $3 billion	0.46
Next $3 billion	0.45
Next $6 billion	0.44
Over $14 billion	0.42

Accounting Service Fees. Accounting service fees paid to the Manager were in accordance with the accounting services agreement with the Fund which provides for an annual fee of $12,000 for the first $30 million of average daily net assets and $9,000 for each additional $30 million of average daily net assets. During the year ended December 31, 2010, the Fund paid $2,584,568 to the Manager for accounting services.

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

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended December 31, 2010, the Fund paid $3,072,762 to OFS for services to the Fund.

69 | ROCHESTER FUND MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

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

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

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.15% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class B and Class C Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B and Class C shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily net assets. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B or Class C plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans at calendar quarter ends. The Distributor’s aggregate uncompensated expenses under the Plans at December 31, 2010 were as follows:

Class B	$	32,477,933
Class C		32,901,762

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

70 | ROCHESTER FUND MUNICIPALS

CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.

			Class A		Class B		Class C
	Class A		Contingent		Contingent		Contingent
	Front-End		Deferred		Deferred		Deferred
	Sales Charges		Sales Charges		Sales Charges		Sales Charges
	Retained by		Retained by		Retained by		Retained by
Year Ended	Distributor		Distributor		Distributor		Distributor
December 31, 2010	$	1,268,171	$	178,936	$	427,377	$	91,022

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.

     The Manager has voluntarily agreed to reimburse the Fund for a portion of the legal costs and fees incurred in connection with the pending litigation matters discussed in the “Pending Litigation” note which appears later in this report. During the year ended December 31, 2010, the Manager reimbursed the Fund $47,321 for legal costs and fees.

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

5. Borrowings

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

     The Fund entered into a Revolving Credit and Security Agreement (the “Agreement”) with conduit lenders and a bank which enables it to participate with certain other Oppenheimer funds in a committed, secured borrowing facility that permits borrowings of up to $2.25 billion, collectively. To secure the loan, the Fund pledges investment securities in accordance with the terms of the Agreement. Securities held in collateralized accounts to cover these borrowings are noted in the Statement of Investments. Interest is charged to the Fund, based on its borrowings, at current commercial paper issuance rates

71 | ROCHESTER FUND MUNICIPALS

NOTES TO FINANCIAL STATEMENTS Continued

5. Borrowings Continued

(0.2931% as of December 31, 2010). The Fund pays additional fees annually to its lender on its outstanding borrowings to manage and administer the facility. The Fund is also allocated its pro-rata share of an annual structuring fee and ongoing commitment fees both of which are based on the total facility size. Total fees and interest that are included in expenses on the Fund’s Statement of Operations related to its participation in the borrowing facility during the year ended December 31, 2010 equal 0.08% of the Fund’s average net assets on an annualized basis. The Fund has the right to prepay such loans and terminate its participation in the conduit loan facility at any time upon prior notice.

As of December 31, 2010, the Fund had borrowings outstanding at an interest rate of 0.2931%. Details of the borrowings for the year ended December 31, 2010 are as follows:

Average Daily Loan Balance	$	59,415,890
Average Daily Interest Rate		0.304	%
Fees Paid	$	3,144,452
Interest Paid	$	147,567

6. Pending Litigation

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

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

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

72 | ROCHESTER FUND MUNICIPALS

litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

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

7. Subsequent Event

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.

73 | ROCHESTER FUND MUNICIPALS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Rochester Fund Municipals:

We have audited the accompanying statement of assets and liabilities of Rochester Fund Municipals, including the statement of investments, as of December 31, 2010, the related statement of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 December 31, 2010, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Rochester Fund Municipals as of December 31, 2010, the results of its operations and 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
February 16, 2011

74 | ROCHESTER FUND MUNICIPALS

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2011, if applicable, shareholders of record received information regarding all taxable dividends and distributions paid to them by the Fund during calendar year 2010. 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 December 31, 2010 are eligible for the corporate dividend-received deduction. 98.54% of the dividends were derived from interest on municipal bonds and are not subject to federal income taxes; 100% of the dividends are not subject to New York State and New York City income taxes. For the state income tax reporting purposes of non-New York State shareholders, the distribution breaks down as follows: New York State (72.7%), Puerto Rico (25.4%), Guam (0.5%), Virgin Islands (0.8%), Northern Mariana Isles (0.6%).

     During 2010, 28.51% of this tax-exempt income was derived from “private activity bonds”. These are municipal bonds used to finance privately operated facilities. The interest on these bonds is not taxable for most investors. For the few investors subject to the Alternative Minimum Tax, the interest from these bonds is considered a preference item.

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

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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Householding—Delivery of Shareholder Documents

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

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

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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 2001) Age: 67	Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Member of Zurich Financial Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
David K. Downes, Trustee (since 2005) Age: 70	Director of THL Credit Inc. (since June 2009); Independent Chairman GSK Employee Benefit Trust (since April 2006); Trustee of Employee Trusts (since January 2006); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Internet Capital Group (information technology company) (since October 2003); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

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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
Matthew P. Fink, Trustee (since 2009) Age: 69	Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Phillip A. Griffiths, Trustee (since 2009) Age: 72	Fellow of the Carnegie Corporation (since 2007); Distinguished Presidential Fellow for International Affairs (since 2002) and Member (since 1979) of the National Academy of Sciences; Council on Foreign Relations (since 2002); Director of GSI Lumonics Inc. (precision technology products company) (since 2001); Senior Advisor of The Andrew W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign Associate of Third World Academy of Sciences (since 2002); 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 59 portfolios in the OppenheimerFunds complex. Mr. Griffiths has served on the Boards of certain Oppenheimer funds since June 1999, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Mary F. Miller, Trustee (since 2009) Age: 68	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 59 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Joel W. Motley, Trustee (since 2009) Age: 58	Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Chairman of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee and Board of Historic Hudson Valley. Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Mary Ann Tynan, Trustee (since 2009) Age: 65	Vice Chair of Board of Trustees of Brigham and Women’s/Faulkner Hospitals (non-profit hospital) (since 2000); Chair of Board of Directors of Faulkner Hospital (non-profit hospital) (since 1990); Member of Audit and Compliance Committee of Partners Health Care System (non-profit) (since 2004); Board of Trustees of Middlesex School (educational institution) (since 1994); Board of Directors of

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TRUSTEES AND OFFICERS Unaudited / Continued

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
Mary Ann Tynan, Contiuned	Idealswork, Inc. (financial services provider) (since 2003); Partner, Senior Vice President and Director of Regulatory Affairs of Wellington Management Company, LLP (global investment manager) (1976-2002); Vice President and Corporate Secretary, John Hancock Advisers, Inc. (mutual fund investment adviser) (1970-1976). Oversees 59 portfolios in the OppenheimerFunds complex. Ms. Tynan has served on the Boards of certain Oppenheimer funds since October 2008, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Joseph M. Wikler, Trustee (since 2009) Age: 69	Director of C-TASC (bio-statistics services) (since 2007); Director of the following medical device companies: Medintec (since 1992) and Cathco (since 1996); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Lakes Environmental Association (environmental protection organization) (1996-2008); Director of Fortis/Hartford mutual funds (1994-December 2001). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wikler has served on the Boards of certain Oppenheimer funds since August 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Peter I. Wold, Trustee (since 2009) Age: 62	Director of Arch Coal, Inc. (since 2010); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (since 2004); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE AND OFFICER	The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin 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. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 52	Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited;

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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
William F. Glavin, Jr., Contiuned	Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non- Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005- December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Zack and Keffer, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924, for Messrs. Loughran, Cottier, Willis, DeMitry, Camarella, and Stein, 350 Linden Oaks , Rochester, New York 14625. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
Daniel G. Loughran, Vice President (since 2005) and Senior Portfolio Manager (since 2000) Age: 47	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 (1999-2005). 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: 39	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.
Troy E. Willis, Vice President and Senior Portfolio Manager (since 2005) Age: 38	Vice President of the Manager (since July 2009); Assistant Vice President of the Manager (July 2005-June 2009). Portfolio Manager of the Manager (June 2003- December 2005). Corporate Attorney for Southern Resource Group (1999-2003). Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.
Mark R. DeMitry, Vice President (since 2009) and Senior Portfolio Manager (since 2009) Age: 34	Vice President of the Manager (since July 2009); Associate Portfolio Manager of the Fund (October 2006-June 2009). Research analyst of the Manager (June 2003- September 2006) and a credit analyst of the Manager (July 2001-May 2003). Senior Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.

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TRUSTEES AND OFFICERS Unaudited / Continued

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
Michael L. Camarella, Vice President (since 2009) and Associate Portfolio Manager (since 2008) Age: 34	Assistant Vice President of the Manager (since July 2009). Research analyst of the Manager (April 2006-December 2007) and a credit analyst of the Manager (June 2003-March 2006). Associate Portfolio Manager, an officer and a trader for the Fund and other Oppenheimer funds.
Richard Stein, Vice President (since 2007) Age: 53	Director of the Rochester Credit Analysis team (since March 2004) and a Vice President of the Manager (since November 1997); headed Rochester’s Credit Analysis team (since May 1993).
Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 55	Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 60	Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 51	Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and 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 OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
Robert G. Zack, Secretary (since 2001) Age: 62	Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.

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

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ROCHESTER FUND MUNICIPALS

A Series of Rochester Portfolio Series

Manager	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OppenheimerFunds Services
Independent Registered Public Accounting Firm	KPMG llp
Legal Counsel	Kramer Levin Naftalis & Frankel LLP
	©2011 OppenheimerFunds, Inc. All rights reserved.

85 | ROCHESTER FUND MUNICIPALS

PRIVACY POLICY NOTICE

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

Information Sources

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

• Applications or other forms

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

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

• Your transactions with us, our affiliates or others

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

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

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

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

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

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

Protection of Information

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

Disclosure of Information

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

Right of Refusal

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

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Internet Security and Encryption

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

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

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

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

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

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

Other Security Measures

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

How You Can Help

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

Who We Are

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

87 | ROCHESTER FUND 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, the Board’s Audit Committee Chairman, is an audit committee financial expert and that Mr. Downes is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $51,600 in fiscal 2010 and $58,300 in fiscal 2009.

(b) Audit-Related Fees

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

The principal accountant for the audit of the registrant’s annual financial statements billed $342,900 in fiscal 2010 and $269,540 in fiscal 2009 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

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

(c) Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $7,000 in fiscal 2010 and $8,500 in fiscal 2009.

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.

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

(d) All Other Fees

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

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

(e)	(1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.
	The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.
	Under applicable laws, pre-approval of non-audit services maybe waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to it principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.
	(2) 100%
(f)	Not applicable as less than 50%.
(g)	The principal accountant for the audit of the registrant’s annual financial statements billed $352,795 in fiscal 2010 and $280,672 in fiscal 2009 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

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

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

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

b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

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

Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

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

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

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

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

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

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

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

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

5. Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire

which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 12/31/2010, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial 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.

Rochester Fund Municipals
By:	/s/ William F. Glavin, Jr.
	William F. Glavin, Jr.
	Principal Executive Officer
Date:	02/08/2011

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

By:	/s/ William F. Glavin, Jr.
	William F. Glavin, Jr.
	Principal Executive Officer
Date:	02/08/2011
By:	/s/ Brian W. Wixted
	Brian W. Wixted
	Principal Financial Officer
Date:	02/08/2011