OPPENHEIMER REAL ASSET FUND
497, 1998-07-15
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                       OPPENHEIMER REAL ASSET FUND
                  SUPPLEMENT DATED JULY 14, 1998 TO THE
                    PROSPECTUS DATED DECEMBER 1, 1997

The Prospectus supplement dated May 15, 1998 is replaced by this supplement.

The Prospectus is changed as follows:

1. Footnote number 1 under the table entitled "Shareholder Transaction Expenses"
on page 3 is modified to read as follows:

     (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 pages 35) in Class A shares, you may have to pay a sales charge of up to
     1% if you sell your shares  within 18  calendar  months from the end of the
     calendar  month during which you purchased  those  shares.  See "How to Buy
     Shares -- Buying Class A Shares," below.

2. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 30 is modified to read as
follows:

     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 18 months of buying  them,  you may pay a
     contingent deferred sales charge, described below.

3. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent  Deferred Sales Charge" on page 36 are
modified to read as follows:

     If you redeem any Class A shares subject to the  contingent  deferred sales
     charge described above 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 different  holding period may apply to shares purchased prior
     to June 1, 1998).

4. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares- Class A Contingent Deferred Sales Charge" on page 36 is modified
to read as follows:

    However,  if the shares  acquired by exchange are redeemed within 18
    months of the end of

                                 -1-                      (CONTINUED)

<PAGE>



     the calendar month of the purchase of the exchanged shares,  the contingent
     deferred sales charge will apply. (A different  holding period may apply to
     shares purchased prior to June 1, 1998).

5. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 36 is
hereby deleted.

6. The  following  sub-paragraphs  of the section  entitled  "Waivers of Class A
Sales  Charges-  Waivers of the Class A  Contingent  Deferred  Sales  Charge for
Certain Redemptions" on page 39 are deleted:

     o 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)

     o if, at the time of  purchase  of shares  (on or after to 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)

7. The  section  titled  "Buying  Class Y Shares"  on page 44 is  deleted in its
entirety and replaced by the following:

    BUYING CLASS Y SHARES.  Class Y shares are sold at net asset value per share
    without  sales  charge  to:  (i)  individual  investors  making  an  initial
    investment of at least $2 million, and (ii) certain institutional investors,
    such as insurance  companies,  registered  investment companies and employee
    benefit plans,  that have special  agreements  with the Distributor for this
    purpose.  These institutional  investors include  Massachusetts  Mutual Life
    Insurance Company, an affiliate of OFI, which may purchase Class Y shares of
    the Fund and  other  Oppenheimer  funds  (as well as Class Y shares of funds
    advised by MassMutual) for asset allocation  programs,  investment companies
    or separate investment accounts it sponsors and offers to its customers.

        In no event may an individual  investor  purchase  Class Y shares of the
    Fund if such  purchaser  would own  Class Y shares of the Fund  representing
    more than 9% of the Fund's total assets, determined on the date of purchase.

        While Class Y shares are not subject to initial or  contingent  deferred
    sales charges or asset-based sales charges, an institutional investor buying
    the shares for its customers'

                                 -2-                      (CONTINUED)

<PAGE>


    accounts  may  impose  charges  on  those   accounts.   The  procedures  for
    purchasing,  redeeming,  or transferring  the Fund's other classes of shares
    (other than the time those  orders must be  received by the  Distributor  or
    Transfer Agent) and the special account features  available to purchasers of
    those other classes of shares described  elsewhere in this Prospectus do not
    apply to Class Y shares. In addition, the exchange privilege described under
    "How to Exchange  Shares" on page 48 does not apply to Class Y shares of the
    Fund. If Class Y shares are held by an institutional investor,  instructions
    for purchasing,  redeeming or transferring  Class Y shares must be submitted
    by the  institutional  investor,  not by its customers for whose benefit the
    shares are held.

8. The section captioned  "Special  Investor  Services" is revised by adding the
following after the sub-section captioned  "Shareholder  Transactions by Fax" on
page 45:

    OPPENHEIMERFUNDS  INTERNET WEB SITE.  Information about the Fund,  including
    your  account  balance,  daily  share  prices,  market  and  Fund  portfolio
    information,  may be obtained by visiting the OppenheimerFunds  Internet Web
    Site, at the following  Internet  address:  http://www.oppenheimerfunds.com.
    Additionally,   certain  account   transactions  may  be  requested  by  any
    shareholder  listed  in the  registration  on an  account  as well as by the
    dealer representative of record, through a special section of that Web Site.
    To access  that  section of the Web Site,  you must first  obtain a personal
    identification  number  ("PIN") by  calling  OppenheimerFunds  PhoneLink  at
    1-800-533-3310.  If you do not wish to have  Internet  account  transactions
    capability   for   your   account,   please   call  our   customer   service
    representatives  at  1-800-525-7048.  To find  out  more  information  about
    Internet transactions and procedures, please visit the Web Site.

9. The following is added following the first sentence under the heading "How to
Exchange Shares" on page 48:

    THE EXCHANGE  PRIVILEGE  DOES NOT,  HOWEVER,  APPLY TO CLASS Y SHARES OF THE
    FUND.




July 14, 1998                                                 PS0735.005

                                 -3-


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