OPPENHEIMER REAL ASSET FUND
Supplement dated May 1, 1997 to the
Prospectus dated March 18, 1997
The Prospectus is changed as follows:
1. The Prospectus supplement dated March 18, 1997 is replaced
by this supplement.
2. The first footnote under the section titled "Expenses -
Shareholder Transaction Expenses" table on page 3 is replaced
with the following:
(1) If you invest $1 million or more ($500,000 or more
for purchases by "Retirement Plans", as defined in
"Class A Contingent Deferred Sales Charge" on page 32)
in Class A shares, you may have to pay a sales charge
of up to 1% if you sell your shares within 12 calendar
months (18 months for shares purchased prior to May 1,
1997) from the end of the calendar month during which
you purchased those shares. See "How to Buy Shares -
Buying Class A Shares," below.
3. The first and second sentences under the section titled
"Classes of Shares - Class A Shares" on pages 27 and 28 are
replaced by the following:
If you buy Class A shares, you may pay an initial sales
charge on investments up to $1 million (up to $500,000
for purchases by "Retirement Plans," as defined in
"Class A Contingent Deferred Sales Charge" on page 32.)
If you purchase Class A shares as part of an investment
of at least $1 million ($500,000 for Retirement Plans)
in shares of one or more Oppenheimer funds, you will
not pay an initial sales charge, but if you sell any of
those shares within 12 months of buying them (18 months
if the shares were purchased prior to May 1, 1997), you
may pay a contingent deferred sales charge.
4. The following sentence is added as a new penultimate
sentence to the paragraph titled "How Does it Affect Payments To
My Broker?" on page 30:
The Distributor may pay additional periodic
compensation from its own resources to securities
dealers or financial institutions based upon the value
of shares of the Fund owned by the dealer or financial
institution for its own account or for its customers.
5. The section titled "How Are Shares Purchased" on page 31 is
replaced by the following:
How Are Shares Purchased? You can buy shares several
ways -- through any dealer, broker or financial
institution that has a sales agreement with the
Distributor, directly through the Distributor, or
automatically from your bank account through an Asset
Builder Plan under the OppenheimerFunds AccountLink
service. The Distributor may appoint certain servicing
agents as the Distributor's agent to accept purchase
(and redemption) orders. When you buy shares, be sure
to specify Class A, Class B, or Class C shares. If you
do not choose, your investment will be made in Class A
shares.
6. The second sentence of the section titled "How Are Shares
Purchased ? - At What Price Are Shares Sold?" on page 31 is
replaced by the following:
In most cases, to enable you to receive that day's
offering price, the Distributor or its designated agent
must receive your order by the time of day The New
York Stock Exchange closes, which is normally 4:00
P.M., New York time, but may be earlier on some days
(all references to time in this Prospectus mean "New
York time").
7. The first and second paragraphs of "Buying Class A Shares -
Class A Contingent Deferred Sales Charge" on page 32 are replaced
by the following:
Class A Contingent Deferred Sales Charge. There is no initial
sales charge on purchases of Class A shares of any one or more of
the Oppenheimer funds in the following cases:
Purchases aggregating $1 million or more; or
Purchases by a retirement plan qualified under section
401(a) if the retirement plan has total plan assets of $500,000
or more;
Purchases by a retirement plan qualified under section
401(a) or 401(k) of the Internal Revenue Code, by a non-qualified
deferred compensation plan (not including Section 457 plans),
employee benefit plan, group retirement plan (see "How to Buy
Shares - Retirement Plans" in the Statement of Additional
Information for further details), an employee's 403(b)(7)
custodial plan account, SEP IRA, SARSEP, or SIMPLE plan (all of
these plans are collectively referred to as "Retirement Plans");
that: (1) buys shares costing $500,000 or more, or (2) has, at
the time of purchase, 100 or more eligible participants, or (3)
certifies that it projects to have annual plan purchases of
$200,000 or more;
Purchases by an OppenheimerFunds Rollover IRA if the
purchases are made (1) through a broker, dealer, bank or
registered investment adviser that has made special arrangements
with the Distributor for these purchases, or (2) by a direct
rollover of a distribution from a qualified retirement plan if
the administrator of that plan has made special arrangements with
the Distributor for those purchases.
The Distributor pays dealers of record commissions
on those purchases in an amount equal to (i) 1.0% for
non-Retirement Plan accounts, and (ii) for Retirement
Plan accounts, 1.0% of the first $2.5 million, plus
0.50% of the next $2.5 million, plus 0.25% of purchases
over $5 million calculated on a calendar year basis.
That commission will be paid only on those purchases
that were not previously subject to a front-end sales
charge and dealer commission. No sales commission will
be paid to the dealer, broker or financial institution
on sales of Class A shares purchased with the
redemption proceeds of shares of a mutual fund offered
as an investment option under a special arrangement
with the Distributor if the purchase occurs more than
30 days after the addition of the Oppenheimer funds as
an investment option to the Retirement Plan.
8. The first sentence of the third paragraph of "Buying Class A
Shares - Class A Contingent Deferred Sales Charge" on page 33, is
replaced by the following:
If you redeem any of those shares purchased prior to
May 1, 1997, within 18 months of the end of the
calendar month of their purchase, a contingent deferred
sales charge (called the "Class A contingent deferred
sales charge") may be deducted from the redemption
proceeds. A Class A contingent deferred sales charge
may be deducted from the redemption proceeds of any of
those shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end
of the calendar month of their purchase.
9. The third sentence of the second paragraph of "Reduced
Sales Charges for Class A Share Purchases - Right of
Accumulation" on page 33 is replaced by the following:
The Distributor will add the value, at current offering
price, of the shares you previously purchased and
currently own to the value of current purchases to
determine the sales charge rate that applies.
10. The sixth sub-paragraph of the section titled "Waivers of
Class A Sales Charges - Waivers of Initial and Contingent
Deferred Sales Charges for Certain Purchases" is replaced by the
following:
dealers, brokers, banks or registered
investment advisers that have entered into an agreement
with the Distributor providing specifically for the use
of shares of the Fund in particular investment products
or employee benefit plans made available to their
clients (those clients may be charged the transaction
fee by their dealer, broker, bank or adviser for the
purchase or sale of fund shares);
(1) investment advisors and financial planners
who charge an advisory, consulting or other fee for
their services and buy shares for their own accounts or
the accounts of their clients, and (2) retirement plans
and deferred compensation plans and trusts used to fund
those plans (including, for example, plans qualified or
created under sections 401(a), 403(b) or 457 of the
Internal Revenue Code), and "rabbi trusts" that buy
shares for their own accounts, in each case if those
purchases are made through a broker or agent or other
financial intermediary that has made special
arrangements with the Distributor for those purchases;
(3) clients of such investment advisors or financial
planners who buy shares for their own accounts may also
purchase shares without sales charge but only if their
accounts are linked to a master account of their
investment advisor or financial planner on the books
and records of the broker, agent or financial
intermediary with which the Distributor has made such
special arrangements (each of these investors may be
charged a fee by the broker, agent or financial
intermediary for purchasing shares).
Employee benefit plans purchasing shares
through a shareholder servicing agent which the
Distributor has appointed as its agent to accept those
purchase orders;
11. The first and second sub-paragraphs under the section titled
"Waivers of Class A Sales Charges - Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page
35 are deleted and the fifth and sixth sub-paragraphs are
replaced by the following:
if, at the time of purchase of shares (prior
to May 1, 1997) the dealer agreed in writing to accept
the dealer's portion of the sales commission in
installments of 1/18th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 18 months of purchase);
if, at the time of purchase of shares (on or
after May 1, 1997) the dealer agrees in writing to
accept the dealer's portion of the sales commission in
installments of 1/12th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 12 months of purchase);
for distributions from a TRAC-2000 401(k) plan
sponsored by the Distributor due to the termination of
the TRAC-2000 program.
for distributions from Retirement Plans,
deferred compensation plans or other employee benefit
plans for any of the following purposes: (1) following
the death or disability (as defined in the Internal
Revenue Code) of the participant or beneficiary (the
death or disability must occur after the participant's
account was established); (2) to return excess
contributions; (3) to return contributions made due to
a mistake of fact; (4) hardship withdrawals, as defined
in the plan; (5) under a Qualified Domestic Relations
Order, as defined in the Internal Revenue Code; (6) to
meet the minimum distribution requirements of the
Internal Revenue Code; (7) to establish "substantially
equal periodic payments" as described in Section 72(t)
of the Internal Revenue Code; (8) for retirement
distributions or loans to participants or
beneficiaries; (9) separation from service; (10)
participant-directed redemptions to purchase shares of
a mutual fund (other than a fund managed by the Manager
or its subsidiary) offered as an investment option in a
Retirement Plan in which Oppenheimer funds are also
offered as investment options under a special
arrangement with the Distributor, or (11) plan
termination or "in-service distributions", if the
redemption proceeds are rolled over directly to an
OppenheimerFunds IRA.
for distributions from Retirement Plans having
500 or more eligible participants, except distributions
due to termination of all of the Oppenheimer funds as
an investment option under the Plan; and
for distributions from 401(k) plans sponsored
by broker-dealers that have entered into a special
agreement with the Distributor allowing this waiver.
12. The fifth paragraph in "Distribution and Service Plans for
Class B and Class C Shares" on page 38 is replaced with the
following:
The Distributor pays sales commissions of 3.75% of
the purchase price of Class B shares to dealers from
its own resources at the time of sale. Including the
advance of the service fee, the total amount paid by
the Distributor to the dealer at the time of sale of
Class B shares is therefore 4.00% of the purchase
price. The Distributor retains the Class B asset-based
sales charge. If a dealer has a special agreement with
the Distributor, the Distributor will pay the Class B
service fee and the asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission
and service fee advance at the time of purchase.
The Distributor currently pays sales commissions
of 0.75% of the purchase price of Class C Shares to
dealers from its own resources at the time of sale.
Including the advance of the service fee, the total
amount paid by the Distributor to the dealer at the
time of sale of Class C shares is therefore 1.00% of
the purchase price. The Distributor plans to pay the
asset-based sales charge as an ongoing commission to
the dealer on Class C shares that have been outstanding
for a year or more. If a dealer has a special
agreement with the Distributor, the Distributor shall
pay the Class C service fee and asset-based sales
charge to the dealer quarterly in lieu of paying the
sales commission and service fee advance at the time
of purchase.
13. The second sub-paragraph under the section titled "Waivers
of Class B and Class C Sales Charges - Waivers for Redemptions of
Shares in Certain Cases" on page 39 is replaced by the following:
redemptions from accounts other than
Retirement Plans following the death or disability of
the last surviving shareholder, including a trustee of
a "grantor" trust or revocable living trust for which
the trustee is also the sole beneficiary (the death or
disability must have occurred after the account was
established, and for disability you must provide
evidence of a determination of disability by the Social
Security Administration);
14. The introductory phrase in the sixth sub-paragraph under the
section titled "Waivers of Class B and Class C Sales Charges -
Waivers for Redemptions of Shares in Certain Cases" in "Waivers
of Class B and Class C Sales Charges" on page 39 is replaced with
the following and a new sub-section (6) is added as follows:
distributions from OppenheimerFunds prototype
401(k) plans and from certain Massachusetts Mutual Life
Insurance Company prototype 401(k) plans . . . (6) for
loans to participants or beneficiaries.
15. The following sub-paragraph is added at the end of "Waivers
of Class B and Class C Sales Charges - Waivers for Redemptions of
Shares in Certain Cases" on page 39:
Distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special
agreement with the Distributor allowing this waiver.
16. The section titled "Special Investor Services" on page 40 is
revised by adding the following after the sub-section titled
"PhoneLink":
Shareholder Transactions by Fax. Beginning May 30,
1997, requests for certain account transactions may be
sent to the Transfer Agent by fax (telecopier). Please
call 1-800-525-7048 for information about which
transactions are included. Transaction requests
submitted by fax are subject to the same rules and
restrictions as written and telephone requests
described in this Prospectus.
May 1, 1997 PS0735.002
