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Real Estate Fund
Prospectus dated February 28, 2002
▇▇▇▇▇▇▇▇▇▇▇ Real Estate Fund is a mutual fund that seeks
total return. It emphasizes investments in common stocks
and other equity securities issued by real estate
companies, such as "real estate investment trusts"
("REITs").
This Prospectus contains important information
about the Fund's objective, its investment policies,
strategies and risks. It also contains important
information about how to buy and sell shares of the Fund
and other account features. Please read this Prospectus
carefully before you invest and keep it for future
reference about your account.
As with all mutual funds, the Securities and Exchange
Commission has not approved or disapproved the Fund's
securities nor has it determined that this Prospectus is
accurate or complete. It is a criminal offense to
represent otherwise.
(logo) OppenheimerFunds
The Right Way to Invest
CONTENTS
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ABOUT THE FUND
3 The Fund's Investment Objective and Strategies
4 Main Risks of Investing in the Fund
4 The Fund's Performance
6 Fees and Expenses of the Fund
7 About the Fund's Investments
8 How the Fund is Managed
ABOUT YOUR ACCOUNT
9 How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Class N Shares
Class Y Shares
18 Special Investor Services
AccountLink
Retirement Plans
19 How to Sell Shares
By Mail
By Telephone
21 How to Exchange Shares
23 Shareholder Account Rules and Policies
24 Dividends, Capital Gains and Taxes
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A B O U T T H E F U N D
THE FUND'S INVESTMENT OBJECTIVES AND STRATEGIES
WHAT IS THE FUND'S INVESTMENT OBJECTIVE?
The Fund seeks total return through investment in real estate securities.
WHAT DOES THE FUND MAINLY INVEST IN?
The Fund has adopted a policy to invest, under normal circumstances, at least 80% of
the value of its net assets (plus the amount of any borrowings), in common stocks and
other equity securities issued by real estate companies, such as "real estate
investment trusts" ("REITs") and "real estate operating companies" ("REOCs"). This is
a non-fundamental policy which the Fund's Board of Trustees may change upon 60 days'
notice to shareholders.
HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? The Fund's
investment Manager, OppenheimerFunds, Inc., has retained Cornerstone Real Estate
Advisers, Inc. (the "Subadvisor") to provide the day-to-day portfolio management of
the Fund's assets. The Fund's portfolio manager is employed by the Subadvisor. The
portfolio manager employs both a top-down and
bottom-up method in selecting securities for the fund. The portfolio manager's top-down approach is
distinguished in that he has extensive access to in-house real estate experts. The portfolio manager sets the
portfolio strategy with the benefit of insight from these experts who can provide field observations (i.e. local,
regional and national real estate trends and fundamentals.)
The top-down process is further aided by the subadvisor's comprehensive property databases that track the real
estate markets by property type, geographic metro area and company portfolio. Proprietary models are maintained
that allow the portfolio manager to analyze markets at various levels including Standard Industrial
Classification code, Zip code, and Metropolitan Statistical Area, resulting in some of the most comprehensive
data bases in the industry today. Specifically, portfolio weightings are determined by a national, regional and
metro area market analysis of the following factors:
o Projected growth in supply and demand factors specifically related to the commercial property markets.
o Expected growth in population, employment, personal income and household formations.
o Projected growth in new commercial space by tracking construction in process and building permit
activity.
o Anticipated growth in supply and demand factors impacting residential real estate.
o Projected growth in household formations and propensity to own versus rent.
o Current affordability of the single-family residential real estate market.
o Expected growth in supply and demand for hotels.
o Anticipated growth in new construction and building permit activity of all classes of business, leisure
and resort hotels.
o Projected growth in Gross Domestic Product and airline travel.
The portfolio manager's bottom-up analysis uses traditional equity analysis and includes an assessment of the
property portfolio, current business strategy, capital structure and management track record. Specifically,
companies are sought that have the following characteristics:
o Capacity for predictable and sustainable growth in revenue and earnings per share
o Dominant owner/operators in their property types and geographic markets, respectively
o Property holdings poised for potentially higher growth due to location in markets where developable land
is scarce, or to management's strategic positioning
o Strong capital structure and access to capital that may help to effect its long-term business strategy
o Experienced senior management with a strong track record and a wide spectrum of industry specific skills
o Attractive valuation relative to other companies in our investment universe and to historical valuation
in the real estate market.
The Fund might not be fully invested in accordance with its investment objective for up to 30 days or more after
its launch date.
WHO IS THE FUND DESIGNED FOR? The Fund is designed for those investors seeking to diversify by adding real
estate securities to their portfolio, who are seeking a fund that may perform differently than a general stock or
bond fund, high current income, and the potential for long-term growth of capital. Because of the Fund's focus
on long-term growth, the Fund may be appropriate for a portion of a retirement plan investment. However, the
Fund is not a complete investment program. Currently, the Fund offers only Class A shares.
Main Risks of Investing in the Fund
The Fund expects to invest primarily in common stocks and other equity securities issued by real estate
companies. The main risk is that the value of the stocks the Fund holds might decline as a result of the
performance of individual stocks, a decline in the stock market in general or a general decline in real estate
markets. Other risks include: extended vacancies of properties, increased competition, increases in property
taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of
environmental problems, liability to third parties for damages resulting from environmental problems, casualty or
condemnation losses, limitations on rents, changes in neighborhood values and the appeal of properties to
tenants, and changes in interest rates.
Stock Market Risk. Your investment in Fund shares represents an indirect investment in the REIT shares and other
real estate securities owned by the Fund. The value of these equity securities, like other stock market
investments, may move up or down, sometimes rapidly and unpredictably. Your Fund shares at any point in time may
be worth less than what you invested, even after taking into account the reinvestment of Fund dividends and
distributions.
Real Estate Markets and REIT Risk. Additionally, since the Fund concentrates its assets in the real estate
industry, your investment in the Fund will be closely linked to the performance of the real estate markets.
Property values may fall due to increasing vacancies or declining rents resulting from unanticipated economic,
legal, cultural or technological developments. REIT prices also may drop because of the failure of borrowers to
pay their loans, a dividend cut, a disruption to the real estate investment sales market, changes in Federal or
State taxation policies affecting REITs, and poor management. The REIT investment universe is comprised of
roughly 190 companies ranging in market capitalization of $4 million to $9 billion (as of December 31, 2001),
with an aggregate market capitalization of approximately $154 billion.
Small Companies. Roughly 27% of the REITs currently outstanding have a market capitalization of $100 million or
less. Small REIT company shares therefore can be more volatile than, and perform differently from, larger
company stocks. There may be less trading volume in a smaller company's stock, which means that buy and sell
transactions in that stock could have a larger impact on the stock's price than is the case with larger company
stocks. Further, smaller companies may have fewer business lines; changes in any one line of business, therefore,
may have a greater impact on a small company's stock price than is the case for a larger company. It is unlikely
that the Manager would invest a substantial portion of its assets in this subsection of the REIT investment
universe due to the small market capitalization.
Non-Diversification. The Fund is "non-diversified" and takes larger positions in a smaller number of
issuers than a diversified fund. The change in the value of a single stock in the Fund's portfolio may have a
greater impact on the Fund's net asset value than it would on a diversified fund. The Fund's share price may
fluctuate more than the share price of a comparable diversified fund.
HOW RISKY IS THE FUND OVERALL? The risks described above collectively form the overall risk profile of the Fund
and can affect the value of the Fund's investments, its investment performance and the prices of its shares.
These risks mean that you can lose money by investing in the Fund. When you redeem your shares, they may be
worth more or less than what you paid for them. There is no assurance that the Fund will achieve its objective.
In the short term, the stock markets can be volatile, and the price of the Fund's shares can go up and
down substantially. The Fund expects to hold more concentrated positions than other equity mutual funds. In the
OppenheimerFunds spectrum, the Fund is generally more aggressive than funds that invest in investment grade debt
securities, but may be less volatile than the average stock fund.
Portfolio Turnover. A change in the securities held by the Fund is known as "portfolio turnover." The Fund may
engage in short-term trading to try to achieve its objective and may have a high portfolio turnover rate
of over 100% annually. Increased portfolio turnover creates higher brokerage and transaction costs for the
Fund. If the Fund realizes capital gains when it sells its portfolio investments, it must generally pay
those gains out to the shareholders, increasing their taxable distributions.
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An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.
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The Fund's Performance
Because the Fund recently commenced operations, prior performance information for a full calendar year
is not yet available. After the Fund has commenced investment operations, to obtain the Fund's performance
information, you can contact the Transfer Agent at the toll-free telephone number on the back cover of this
Prospectus. Please remember that the Fund is intended to be a long-term investment, and that performance results
are historical, and that past performance (particularly over a short-term period) is not predictive of future
results.
Fees and Expenses of the Fund
The following tables are meant to help you understand the fees and expenses you may pay if you buy and
hold shares of the Fund. The Fund pays a variety of expenses directly for management of its assets,
administration, distribution of its shares and other services. Those expenses are subtracted from the Fund's
assets to calculate the Fund's net asset values per share. All shareholders therefore pay those expenses
indirectly. Shareholders pay other expenses directly, such as sales charges and account transaction charges. The
numbers below are based on the Fund's expected expenses during its first fiscal year.
Shareholder Fees (charges paid directly from your investment):
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
---------------------------------------------------- ------------ ----------- ----------- ----------- --------------
---------------------------------------------------- ------------ ----------- ----------- ----------- --------------
Maximum Sales Charge (Load) on
purchases (as % of offering price) 5.75% None None None None
---------------------------------------------------- ------------ ----------- ----------- ----------- --------------
---------------------------------------------------- ------------ ----------- ----------- ----------- --------------
Maximum Deferred Sales Charge (Load)
(as % of the lower of the original offering
price or redemption proceeds) None1 5%2 1%3 1%4 None
----------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
---------------------------------------------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
--------------------------------------------------- ------------ ----------- ----------- ------------ --------------
--------------------------------------------------- ------------ ----------- ----------- ------------ --------------
Management Fees 1.00% 1.00% 1.00% 1.00% 1.00%
--------------------------------------------------- ------------ ----------- ----------- ------------ --------------
--------------------------------------------------- ------------ ----------- ----------- ------------ --------------
Distribution and/or Service (12b-1) Fees 0.25% 1.00% 1.00% 0.50% None
--------------------------------------------------- ------------ ----------- ----------- ------------ --------------
--------------------------------------------------- ------------ ----------- ----------- ------------ --------------
Other Expenses 0.30% 0.30% 0.30% 0.30% 0.30%
--------------------------------------------------- ------------ ----------- ----------- ------------ --------------
---------------------------------------------------- ------------ ----------- ----------- ----------- --------------
Total Annual Operating Expenses 1.55% 2.30% 2.30% 1.80% 1.30%
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1. A contingent deferred sales charge may apply to redemptions of investments of $1 million or more
($500,000 for certain retirement plan accounts) of Class A shares. See "How to Buy Shares" for details.
2. Applies to redemptions in first year after purchase. The contingent deferred sales charge declines to 1%
in the sixth year and is eliminated after that.
3. Applies to shares redeemed within 12 months of purchase.
4. Applies to shares redeemed within 18 months of a retirement plan's first purchase of Class N shares.
---------------------------------------------------------------------------------------- ------------ --------------
Expenses may vary in future years. "Other 1 Year 3 Years
expenses" include, among others, estim
transfer agent fees, custodial expenseated
accounting and legal expenses the Funds, and
in its first year of operation. The Fu will pay
transfer agent has voluntarily agreed nd's
transfer and shareholder servicing ageto limit
0.25% per annum of Class Y shares, effnt fees to
January 1, 2001, and for all other claective
per annum, effective October 1, 2001. sses, 0.35%
undertaking may be amended or withdraw That
time. n at any
Examples. The following examples are
help you compare the cost of investingintended to
Fund with the cost of investing in oth in the
funds. The examples assume that you iner mutual
$10,000 in a class of shares of the Fuvest
time periods indicated and reinvest yond for the
dividends and distributions. ur
The first example assumes tha
redeem all of your shares at the end ot you
periods. The second example assumes thf those
your shares. Both examples also assumeat you keep
investment has a 5% return each year a that your
class's operating expenses remain the nd that the
actual costs may be higher or lower besame. Your
expenses will vary over time. Based oncause
assumptions your expenses would be as these
follows:
If shares are redeemed:
---------------------------------------------------------------------------------------- ------------ --------------
------------------------------------- -------------------- --------------------
Class A Shares $700 $963
------------------------------------- -------------------- --------------------
------------------------------------- -------------------- --------------------
Class B Shares $708 $943
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------------------------------------- -------------------- --------------------
Class C Shares $308 $643
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------------------------------------- -------------------- --------------------
Class N Shares $258 $490
------------------------------------- -------------------- --------------------
------------------------------------- -------------------- --------------------
Class Y Shares $107 $334
------------------------------------- -------------------- --------------------
------------------------------------- -------------------- --------------------
If shares are not redeemed: 1 Year 3 Years
------------------------------------- -------------------- --------------------
------------------------------------- -------------------- --------------------
Class A Shares $700 $963
------------------------------------- -------------------- --------------------
------------------------------------- -------------------- --------------------
Class B Shares $208 $643
------------------------------------- -------------------- --------------------
------------------------------------- -------------------- --------------------
Class C Shares $208 $643
------------------------------------- -------------------- --------------------
------------------------------------- -------------------- --------------------
Class N Shares $158 $490
------------------------------------- -------------------- --------------------
------------------------------------- -------------------- --------------------
Class Y Shares $107 $334
------------------------------------- -------------------- --------------------
In the first example, expenses include the initial sales charge for Class A and the applicable Class B, Class C
or Class N contingent deferred sales charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include the contingent deferred sales charges. There
are no sales charges on Class Y shares.
About the Fund's Investments
THE FUND'S PRINCIPAL INVESTMENT POLICIES. The allocation of the Fund's portfolio among different investments
will vary over time based upon the Sub-Advisor's evaluation of economic and market trends. The Fund's portfolio
might not always include all of the different types of investments described below. The Statement of Additional
Information contains more detailed information about the Fund's investment policies and risks. The Sub-Advisor
tries to reduce risks by carefully researching securities before they are purchased, and in some cases by using
hedging techniques.
The Fund has adopted a policy to invest, under normal circumstances, at least 80% of the value of its net assets
(plus the amount of any borrowings), in common stocks and other equity securities issued by real estate
companies, such as "real estate investment trusts" ("REITs") and "real estate operating companies" ("REOCs").
REAL ESTATE COMPANIES. For purposes of the Fund's investment policies, a real estate company is one that derives
at least 50% of its revenues from the ownership, construction, financing, management or sale of commercial,
industrial, or residential real estate; or has at least 50% of its assets in such real estate. Under normal
circumstances, the Fund will invest substantially all of its assets in the equity securities of real estate
companies. These equity securities can consist of common stocks (including REIT shares), rights or warrants to
purchase common stocks, securities convertible into common stocks where the conversion feature represents, in the
investment advisor's view, a significant element of the securities' value, and preferred stocks.
REAL ESTATE INVESTMENT TRUSTS ("REITs"). The Fund may invest without limit in shares of REITs. REITs pool
investors' funds for investment primarily in income-producing real estate or real estate related to loans or
interests. A REIT is not taxed on income distributed to shareholders if, among other things, it distributes to
its shareholders substantially all of its taxable income (other than net capital gains) for each taxable year.
As a result, REITs tend to pay relatively higher dividends than other types of companies and the Fund intends to
use these REIT dividends in an effort to meet the current income goal of its investment objective.
Types of REITs. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. The Fund
invests primarily in Equity REITs.
Equity REITs. The Fund's investment portfolio includes shares of Equity REITs, which are companies that invest
the majority of their assets directly in real property and derive income primarily from the collection of
rents. Equity REITs can also realize capital gains by investing in and selling properties that have
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appreciated in value.
Mortgage REITs and Hybrid REITs. Mortgage REITs invest the majority of their assets in real estate mortgages and
derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both
Equity REITs and Mortgage REITs.
OTHER INVESTMENT STRATEGIES. To seek its investment objectives, the Fund can also use the investment techniques
and strategies described below. The following investment strategies are not considered principal investment
strategies, and the Fund might not always use all of them. These techniques have risks, although some are
-
designed to help reduce overall investment or market risks.
Other Equity Securities. While the Fund emphasizes investments in common stocks, it can also buy other equity
securities, such as preferred stocks, warrants, junk bonds and securities convertible into common stocks
(which may be subject to credit risks and interest rate risks, as described in the Statement of Additional
Information.) The Manager considers some convertible securities to be "equity equivalents" because of the
conversion feature and in that case their rating has less impact on the Manager's investment decision than
in the case of other debt securities.
Foreign Investing. The Fund can buy securities in any country, including developed countries and emerging
markets. The Fund does not expect to invest substantial amounts of its assets in foreign stocks. The Fund
has no limits on the amount of its assets that can be invested in foreign securities, but has adopted an
operating policy limiting its investments in foreign securities to 10% of its total assets. Shareholders
will be notified if this operating policy should change.
Illiquid and Restricted Securities. Investments may be illiquid because they do not have an active trading
market, making it difficult to value them or dispose of them promptly at an acceptable price. Restricted
securities may have terms that limit their resale to other investors or may require registration under
federal securities laws before they can be sold publicly. The Fund will not invest more than 10% of its
net assets in illiquid or restricted securities. The Board can increase that limit to 15%. Certain
restricted securities that are eligible for resale to qualified institutional purchasers may not be
subject to that limit. The Manager monitors holdings of illiquid securities on an ongoing basis to
determine whether to sell any holdings to maintain adequate liquidity.
Derivative Investments. The Fund can invest in a number of different kinds of "derivative" investments. In
general terms, a derivative investment is an investment contract whose value depends on (or is derived
from) the value of an underlying asset, interest rate or index. In the broadest sense, options, futures
contracts, and other hedging instruments the Fund might use may be considered "derivative" investments.
In addition to using derivatives for hedging, the Fund might use other derivative investments because they
offer the potential for increased value. The Fund currently does not expect to use derivatives to a
significant degree and is not required to use them in seeking its objective.
o Hedging. The Fund can buy and sell futures contracts, put and call options, and forward contracts. These
are all referred to as "hedging instruments." Underlying investments for these hedging instruments
include securities, securities indices and currencies. The Fund does not currently use hedging to a
significant degree. It has percentage limits on its use of hedging instruments and is not required to use
them in seeking its objective. Some of these strategies would hedge the Fund's portfolio against price
fluctuations. Other hedging strategies, such as buying futures and call options, would tend to increase
the Fund's exposure to the securities market.
TEMPORARY DEFENSIVE AND INTERIM INVESTMENTS. In times of unstable adverse market or economic conditions, the Fund
can invest up to 100% of its assets in temporary defensive investments that are inconsistent with the Fund's
principal investment strategies. Generally they would be cash equivalents (such as commercial paper), money
market instruments, short-term debt securities, U.S. government securities, or repurchase agreements and may
include other investment grade debt securities. The Fund could also hold these types of securities pending the
investment of proceeds from the sale of Fund shares or portfolio securities or to meet anticipated redemptions of
Fund shares. To the extent the Fund invests defensively in these securities, it might not achieve its investment
objective of total return.
How the Fund Is Managed
The Manager. The Manager handles the Fund's day-to-day business. The Manager carries out its duties, subject to
the policies established by the Fund's Board of Trustees, under an investment advisory agreement that states the
Manager's responsibilities. The agreement sets the fees the Fund pays to the Manager and describes the expenses
that the Fund is responsible to pay to conduct its business.
The Manager has been an investment advisor since January 1960. The Manager and its affiliates managed more
than $120 billion in assets as of December 31, 2001 including other ▇▇▇▇▇▇▇▇▇▇▇ funds, with more than 5 million
shareholder accounts. The Manager is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
The Manager's Fees. Under the investment advisory agreement, the Fund pays the Manager an advisory fee at an
annual rate that declines as the Fund's assets grow: 0.75% of the first $200 million of average annual net
assets, 0.72% of the next $200 million, 0.69% of the next $200 million; 0.66% of the next $200 million,
and 0.60% of average annual net assets in excess of $800 million.
The Sub-Advisor. The manager has retained the Sub-Advisor, Cornerstone Real Estate Advisers, Inc., to provide
day-to-day portfolio management for the Fund. The Sub-Advisor has operated as an investment advisor since
1994. As of December 31, 2001, the Sub-Advisor managed over $4 billion of equity real estate assets and
$70 million of real estate securities. The Sub-Advisor is an indirect, wholly-owned subsidiary of
Massachusetts Mutual Life Insurance Company ("MassMutual") of Springfield MA, the parent company of the
Manager, and is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. The Manager, not the
Fund, pays the Sub-Advisor an annual fee under the Sub-Advisory Agreement between the Manager and the
Sub-Advisor.
Portfolio Manager. The Fund's portfolio is managed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of Cornerstone Real Estate Advisors,
Inc., the Sub-Advisor. ▇▇. ▇▇▇▇▇▇▇▇ is the Managing Director of Cornerstone's Real Estate Securities
Investment Management unit and is responsible for the creation and management of real estate securities
portfolios for the firm's institutional clients. Prior to joining Cornerstone in 1999, ▇▇. ▇▇▇▇▇▇▇▇ served
as Executive Vice President and Portfolio Manager for JLW Capital Management, (March 1998 - July 1999)
wholly owned subsidiary of ▇▇▇▇▇ ▇▇▇▇ LaSalle. Previously, ▇▇. ▇▇▇▇▇▇▇▇ served as Senior Vice President
for ▇▇▇▇▇ & Steers Capital Management (May 1994 - March 1998). ▇▇. ▇▇▇▇▇▇▇▇ received his B.S. in Corporate
Finance and Accountancy from Northern Illinois University, and is a Chartered Financial Analyst and a
Certified Public Accountant.
ABOUT YOUR ACCOUNT
Five classes of shares are described in this Prospectus. Currently, the Fund offers only Class A shares. The
minimum initial investment is $25,000 and the subsequent investment minimum is $5,000.
How to Buy Shares
HOW DO YOU BUY SHARES? You can buy shares several ways as described below. The Fund's Distributor,
OppenheimerFunds Distributor, Inc., may appoint servicing agents to accept purchase (and redemption) orders. The
Distributor, in its sole discretion, may reject any purchase order for the Fund's shares.
Buying Shares Through Your Dealer. You can buy shares through any dealer, broker or financial institution that
has a sales agreement with the Distributor. Your dealer will place your order with the Distributor on your
behalf.
Buying Shares Through the Distributor. Complete an OppenheimerFunds New Account Application and return it with a
check payable to "OppenheimerFunds Distributor, Inc." Mail it to ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If
you don't list a dealer on the application, the Distributor will act as your agent in buying the shares.
However, we recommend that you discuss your investment with a financial advisor before you make a purchase
to be sure that the Fund is appropriate for you.
o Paying by Federal Funds Wire. Shares purchased through the Distributor may be paid for by Federal Funds
wire. The minimum investment for such purchases is $5,000. Before sending a wire, call the Distributor's
Wire Department at ▇.▇▇▇.▇▇▇.▇▇▇▇ to notify the Distributor of the wire, and to receive further
instructions.
o Buying Shares Through OppenheimerFunds AccountLink. With AccountLink, you pay for shares by electronic
funds transfers from your bank account. The minimum investment for such purchases is $5,000. Shares are
purchased for your account by a transfer of money from your bank account through the Automated Clearing
House (ACH) system.
HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial investment of $25,000 and can make
additional investments at any time in the amount of $5,000 or more.
o The minimum investment requirement does not apply to reinvesting dividends from the Fund or other
▇▇▇▇▇▇▇▇▇▇▇ funds (a list of them appears in the Statement of Additional Information, or you can ask your
dealer or call the Transfer Agent), or reinvesting distributions from unit investment trusts that have
made arrangements with the Distributor.
o Under retirement plans, such as IRAs, pension and profit-sharing plans and 401(k) plans, you can start
your account with as little as $5,000.
AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price, which is the net asset value per share
plus any initial sales charge that applies. The offering price that applies to a purchase order is based on the
next calculation of the net asset value per share that is made after the Distributor receives the purchase order
at its offices in Colorado, or after any agent appointed by the Distributor receives the order and sends it to
the Distributor.
Net Asset Value. The Fund calculates the net asset value of each class of shares as of the close of The New York
Stock Exchange, on each day the Exchange is open for trading (referred to in this Prospectus as a "regular
business day"). The Exchange normally closes at 4:00 P.M., New York time, but may close earlier on some
days. All references to time in this Prospectus mean "New York time."
The net asset value per share is determined by dividing the value of the Fund's net assets attributable to
a class by the number of shares of that class that are outstanding. To determine net asset value, the
Fund's Board of Trustees has established procedures to value the Fund's securities, in general based on
market value. The Board has adopted special procedures for valuing illiquid and restricted securities and
obligations for which market values cannot be readily obtained. Because some foreign securities trade in
markets and on exchanges that operate on weekends and U.S. holidays, the values of some of the Fund's
foreign investments may change significantly on days when investors cannot buy or redeem Fund shares.
If, after the close of the principal market on which a security held by the Fund is traded, and before the
time the Fund's securities are priced that day, an event occurs that the Manager deems likely to cause a
material change in the value of such security, the Fund's Board of Trustees has authorized the Manager,
subject to the Board's review, to ascertain a fair value for such security.
The Offering Price. To receive the offering price for a particular day, in most cases the Distributor or its
designated agent must receive your order by the time of day The New York Stock Exchange closes that day.
If your order is received on a day when the Exchange is closed or after it has closed, the order will
receive the next offering price that is determined after your order is received.
Buying Through a Dealer. If you buy shares through a dealer, your dealer must receive the order by the close of
The New York Stock Exchange and transmit it to the Distributor so that it is received before the
Distributor's close of business on a regular business day (normally 5:00 P.M.) to receive that day's
offering price. Otherwise, the order will receive the next offering price that is determined.
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WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund is authorized to offer investors five different classes of
shares but currently only offers Class A shares. The different classes of shares represent investments in the
same portfolio of securities, but the classes are subject to different expenses and will likely have different
share prices. When you buy shares, be sure to specify the class of shares. If you do not choose a class, your
investment will be made in Class A shares.
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Class A Shares. If you buy Class A shares, you pay an initial sales charge (on investments up to $1 million). The
amount of that sales charge will vary depending on the amount you invest. The sales charge rates are
listed in "How Can You Buy Class A Shares?" below.
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Class B Shares. If you buy Class B shares, you pay no sales charge at the time of purchase, but you will pay an
annual asset-based sales charge. If you sell your shares within six years of buying them, you will
normally pay a contingent deferred sales charge. That contingent deferred sales charge varies depending on
how long you own your shares, as described in "How Can You Buy Class B Shares?" below.
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Class C Shares. If you buy Class C shares, you pay no sales charge at the time of purchase, but you will pay an
annual asset-based sales charge. If you sell your shares within 12 months of buying them, you will
normally pay a contingent deferred sales charge of 1%, as described in "How Can You Buy Class C Shares?"
below.
-------------------------------------------------------------------------------------------------------------------
Class N Shares. If you buy Class N shares (available only through certain retirement plans), you pay no sales
charge at the time of purchase, but you will pay an annual asset-based sales charge. If you sell your
shares within 18 months of the retirement plan's first purchase of Class N shares, you may pay a
contingent deferred sales charge of 1%, as described in "How Can You Buy Class N Shares?" below.
-------------------------------------------------------------------------------------------------------------------
Class Y Shares. Class Y shares are offered only to certain institutional investors that have special agreements
with the Distributor.
-------------------------------------------------------------------------------------------------------------------
WHICH CLASS OF SHARES SHOULD YOU CHOOSE? Once you decide that the Fund is an appropriate investment for you, the
decision as to which class of shares is best suited to your needs depends on a number of factors that you should
discuss with your financial advisor. Some factors to consider are how much you plan to invest and how long you
plan to hold your investment. If your goals and objectives change over time and you plan to purchase additional
shares, you should re-evaluate those factors to see if you should consider another class of shares. The Fund's
operating costs that apply to a class of shares and the effect of the different types of sales charges on your
investment will vary your investment results over time.
The discussion below is not intended to be investment advice or a recommendation, because each investor's
financial considerations are different. The discussion below assumes that you will purchase only one class of
shares and not a combination of shares of different classes. Of course, these examples are based on
approximations of the effect of current sales charges and expenses projected over time, and do not detail all of
the considerations in selecting a class of shares. You should analyze your options carefully with your financial
advisor before making that choice.
How Long Do You Expect to Hold Your Investment? While future financial needs cannot be predicted with certainty,
knowing how long you expect to hold your investment will assist you in selecting the appropriate class of
shares. Because of the effect of class-based expenses, your choice will also depend on how much you plan
to invest. For example, the reduced sales charges available for larger purchases of Class A shares may,
over time, offset the effect of paying an initial sales charge on your investment, compared to the effect
over time of higher class-based expenses on shares of Class B, Class C or Class N. For retirement plans
that qualify to purchase Class N shares, Class N shares will generally be more advantageous than Class B
and Class C shares.
o Investing for the Shorter Term. While the Fund is meant to be a long-term investment, if you have a
relatively short-term investment horizon (that is, you plan to hold your shares for not more than six
years), you should probably consider purchasing Class A or Class C shares rather than Class B shares. That
is because of the effect of the Class B contingent deferred sales charge if you redeem within six years,
as well as the effect of the Class B asset-based sales charge on the investment return for that class in
the short-term. Class C shares might be the appropriate choice (especially for investments of less than
$100,000), because there is no initial sales charge on Class C shares, and the contingent deferred sales
charge does not apply to amounts you sell after holding them one year.
However, if you plan to invest more than $100,000 for the shorter term, then as your investment horizon
increases toward six years, Class C shares might not be as advantageous as Class A shares. That is because
the annual asset-based sales charge on Class C shares will have a greater impact on your account over the
longer term than the reduced front-end sales charge available for larger purchases of Class A shares.
And for non-retirement plan investors who invest $1 million or more, in most cases Class A shares will be
the most advantageous choice, no matter how long you intend to hold your shares. For that reason, the
Distributor normally will not accept purchase orders of $500,000 or more of Class B shares or $1 million
or more of Class C shares from a single investor.
o Investing for the Longer Term. If you are investing less than $100,000 for the longer-term, for example
for retirement, and do not expect to need access to your money for seven years or more, Class B shares may
be appropriate.
Are There Differences in Account Features That Matter to You? Some account features may not be available to
Class B, Class C and Class N shareholders. Other features may not be advisable (because of the effect of
the contingent deferred sales charge) for Class B, Class C and Class N shareholders. Therefore, you should
carefully review how you plan to use your investment account before deciding which class of shares to buy.
Additionally, the dividends payable to Class B, Class C and Class N shareholders will be reduced by the
additional expenses borne by those classes that are not borne by Class A or Class Y shares, such as the
Class B, Class C and Class N asset-based sales charge described below and in the Statement of Additional
Information. Share certificates are not available for Class B, Class C or Class N shares, and if you are
considering using your shares as collateral for a loan, that may be a factor to consider.
How Do Share Classes Affect Payments to Your Broker? A financial advisor may receive different compensation for
selling one class of shares than for selling another class. It is important to remember that Class B,
Class C and Class N contingent deferred sales charges and asset-based sales charges have the same purpose
as the front-end sales charge on sales of Class A shares: to compensate the Distributor for concessions
and expenses it pays to dealers and financial institutions for selling shares. The Distributor may pay
additional 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.
SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix B to the Statement of Additional Information details the
conditions for the waiver of sales charges that apply in certain cases, and the special sales charge rates that
apply to purchases of shares of the Fund by certain groups, or under specified retirement plan arrangements or in
other special types of transactions. To receive a waiver or special sales charge rate, you must advise the
Distributor when purchasing shares or the Transfer Agent when redeeming shares that the special conditions apply.
HOW CAN YOU BUY CLASS A SHARES? Class A shares are sold at their offering price, which is normally net asset
value plus an initial sales charge. However, in some cases, described below, purchases are not subject to an
initial sales charge, and the offering price will be the net asset value. In other cases, reduced sales charges
may be available, as described below or in the Statement of Additional Information. Out of the amount you invest,
the Fund receives the net asset value to invest for your account.
The sales charge varies depending on the amount of your purchase. A portion of the sales charge may be
retained by the Distributor or allocated to your dealer as concession. Currently the Distributor will retain the
entire sales charge. The Distributor reserves the right to reallow the entire concession to dealers. The current
sales charge rates and concessions paid to dealers and brokers are as follows:
Front-End Sales Front-End Sales
Charge As a Charge As a Concession As
Percentage of Percentage of Net Percentage of
Amount of Purchase Offering Price Amount Invested Offering Price
------------------------------------- -------------------------- -------------------------- ------------------------
------------------------------------- -------------------------- -------------------------- ------------------------
Less than $25,000 5.75% 6.10% 4.75%
------------------------------------- -------------------------- -------------------------- ------------------------
------------------------------------- -------------------------- -------------------------- ------------------------
$25,000 or more but
less than $50,000 5.50% 5.82% 4.75%
------------------------------------- -------------------------- -------------------------- ------------------------
------------------------------------- -------------------------- -------------------------- ------------------------
$50,000 or more but
less than $100,000 4.75% 4.99% 4.00%
------------------------------------- -------------------------- -------------------------- ------------------------
------------------------------------- -------------------------- -------------------------- ------------------------
$100,000 or more but
less than $250,000 3.75% 3.90% 3.00%
------------------------------------- -------------------------- -------------------------- ------------------------
------------------------------------- -------------------------- -------------------------- ------------------------
$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%
------------------------------------- -------------------------- -------------------------- ------------------------
------------------------------------- -------------------------- -------------------------- ------------------------
$500,000 or more but
less than $1 million 2.00% 2.04% 1.60%
-------------------------------------
Can You Reduce Class A Sales Charges? You may be eligible to buy Class A shares at reduced sales charge rates
under the Fund's "Right of Accumulation" or a Letter of Intent, as described in "Reduced Sales Charges"
in the Statement of Additional Information.
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 ▇▇▇▇▇▇▇▇▇▇▇ funds aggregating $1 million or more, or for certain purchases by
particular types of retirement plans that were permitted to purchase such shares prior to March 1, 2001
("grandfathered retirement accounts"). Retirement plans are not permitted to make initial purchases of
Class A shares subject to a contingent deferred sales charge. The Distributor pays dealers of record
concessions in an amount equal to 1.0% of purchases of $1 million or more other than by grandfathered
retirement accounts. For grandfathered retirement accounts, the concession is 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. In either case, the concession will not be paid on purchases of shares by exchange
or that were previously subject to a front-end sales charge and dealer concession.
If you redeem any of those shares within an 18 month "holding period" measured from the beginning 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. That sales charge will be equal
to 1.0% of the lesser of (1) the aggregate net asset value of the redeemed shares at the time of
redemption (excluding shares purchased by reinvestment of dividends or capital gain distributions) or
(2) the original net asset value of the redeemed shares. The Class A contingent deferred sales charge
will not exceed the aggregate amount of the concessions the Distributor paid to your dealer on all
purchases of Class A shares of all ▇▇▇▇▇▇▇▇▇▇▇ funds you made that were subject to the Class A
contingent deferred sales charge.
Purchases by Certain Retirement Plans. There is no initial sales charge on purchases of Class A shares of any
one or more ▇▇▇▇▇▇▇▇▇▇▇ funds by retirement plans that have $10 million or more in plan assets and that
have entered into a special agreement with the Distributor and by retirement plans which are part of a
retirement plan product or platform offered by certain banks, broker-dealers, financial advisors,
insurance companies or recordkeepers which have entered into a special agreement with the Distributor.
There is no contingent deferred sales charge upon the redemption of such shares. The Distributor
currently pays dealers of record concessions in an amount equal to 0.25% of the purchase price of Class
A shares by those retirement plans from its own resources at the time of sale, subject to certain
exceptions as described in the Statement of Additional Information. There is no contingent deferred
sales charge upon the redemption of such shares.
HOW CAN YOU BUY CLASS B SHARES? Class B shares are sold at net asset value per share without an initial sales
charge. However, if Class B shares are redeemed within six years from the beginning of the calendar month of
their purchase, a contingent deferred sales charge will be deducted from the redemption proceeds. The Class B
contingent deferred sales charge is paid to compensate the Distributor for its expenses of providing
distribution-related services to the Fund in connection with the sale of Class B shares.
The amount of the contingent deferred sales charge will depend on the number of years since you invested
and the dollar amount being redeemed, according to the following schedule for the Class B contingent deferred
sales charge holding period:
-----------------------------------------------------------
Years Since Beginning of Month in Which Contingent Deferred Sales Charge on Redemptions
Purchase Order was Accepted in That Year (As % of Amount Subject to Charge)
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
0 - 1 5.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
1 - 2 4.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
2 - 3 3.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
3 - 4 3.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
4 - 5 2.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
5 - 6 1.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
6 and following None
-----------------------------------------------------------
In the table, a "year" is a 12-month period. In applying the contingent deferred sales charge, all purchases are
considered to have been made on the first regular business day of the month in which the purchase was made.
Automatic Conversion of Class B Shares. Class B shares automatically convert to Class A shares 72 months after
you purchase them. This conversion feature relieves Class B shareholders of the asset-based sales charge
that applies to Class B shares under the Class B Distribution and Service Plan, described below. The
conversion is based on the relative net asset value of the two classes, and no sales load or other charge
is imposed. When any Class B shares you hold convert any other Class B shares that were acquired by
reinvesting dividends and distributions on the converted shares will also convert to Class A shares. For
further information on the conversion feature and its tax implications, see "Class B Conversion" in the
Statement of Additional Information.
HOW CAN YOU BUY CLASS C SHARES? Class C shares are sold at net asset value per share without an initial sales
charge. However, if Class C shares are redeemed within a holding period of 12 months from the beginning of the
calendar month of their purchase, a contingent deferred sales charge of 1.0% will be deducted from the redemption
proceeds. The Class C contingent deferred sales charge is paid to compensate the Distributor for its expenses of
providing distribution-related services to the Fund in connection with the sale of Class C shares.
How Can You Buy Class N Shares? Class N shares are offered only through retirement plans (including IRAs and
403(b) plans) that purchase $500,000 or more of Class N shares of one or more ▇▇▇▇▇▇▇▇▇▇▇ funds or through group
retirement plans (which do not include IRAs and 403(b) plans) that have assets of $500,000 or more or 100 or
more eligible participants. See "Availability of Class N shares" in the Statement of Additional Information for
other circumstances where Class N shares are available for purchase.
A contingent deferred sales charge of 1.00% will be imposed upon the redemption of Class N shares, if:
o The group retirement plan is terminated or Class N shares of all ▇▇▇▇▇▇▇▇▇▇▇ funds are terminated as an
investment option of the plan and Class N shares are redeemed within 18 months after the plan's
first purchase of Class N shares of any ▇▇▇▇▇▇▇▇▇▇▇ fund, or
o With respect to an ▇▇▇ or 403(b) plan, Class N shares are redeemed within 18 months of the plan's first
purchase of Class N shares of any ▇▇▇▇▇▇▇▇▇▇▇ fund.
Retirement plans that offer Class N shares may impose charges on plan participant accounts. The procedures
for buying, selling, exchanging and transferring the Fund's other classes of shares (other than the time those
orders must be received by the Distributor or Transfer Agent in Colorado) and the special account features
applicable to purchasers of those other classes of shares described elsewhere in this prospectus do not apply to
Class N shares offered through a group retirement plan. Instructions for buying, selling, exchanging or
transferring Class N shares offered through a group retirement plan must be submitted by the plan, not by plan
participants for whose benefit the shares are held.
WHO CAN BUY CLASS Y SHARES? Class Y shares are sold at net asset value per share without a sales charge directly
to institutional investors that have special agreements with the Distributor for this purpose. They may include
insurance companies, registered investment companies and employee benefit plans. For example, Massachusetts
Mutual Life Insurance Company ("MassMutual"), an affiliate of the Manager, may purchase Class Y shares of the
Fund and other ▇▇▇▇▇▇▇▇▇▇▇ 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.
Individual investors cannot buy Class Y shares directly.
An institutional investor that buys Class Y shares for its customers' accounts may impose charges on those
accounts. The procedures for buying, selling, exchanging and transferring the Fund's other classes of shares
(other than the time those orders must be received by the Distributor or Transfer Agent at their Colorado office)
and the special account features available to investors buying those other classes of shares do not apply to
Class Y shares. Instructions for buying, selling, exchanging or transferring Class Y shares must be submitted by
the institutional investor, not by its customers for whose benefit the shares are held.
DISTRIBUTION AND SERVICE (12b-1) PLANS.
Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A shares. It reimburses the
Distributor for a portion of its costs incurred for services provided to accounts that hold Class A
shares. Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net assets
of Class A shares of the Fund. The Distributor currently uses all of those fees to compensate dealers,
brokers, banks and other financial institutions quarterly for providing personal service and maintenance
of accounts of their customers that hold Class A shares.
Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and
Service Plans for Class B, Class C and Class N shares to pay the Distributor for its services and costs in
distributing Class B, Class C and Class N 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 and 0.25% per
year under each plan.
The asset-based sales charge and service fees increase Class B and Class C expenses by 1.0% and increase
Class N expenses by 0.50% of the net assets per year of the respective class. Because these fees are paid
out of the Fund's assets on an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than other types of sales charges.
The Distributor uses the service fees to compensate dealers for providing personal services for accounts
that hold Class B, Class C or Class N shares. The Distributor pays the 0.25% service fees to dealers in
advance for the first year after the shares are sold by the dealer. After the shares have been held for a
year, the Distributor pays the service fees to dealers on a quarterly basis. The Distributor may retain
the service fee for accounts for which it renders the required personal services.
When Class B shares are offered, the Distributor will pay sales concessions 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.
See the Statement of Additional Information for exceptions.
When Class C shares are offered, the Distributor will pay sales concessions 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 1.0% of the purchase price. The Distributor pays the asset-based sales charge as an ongoing
concession to the dealer on Class C shares that have been outstanding for a year or more. See the
Statement of Additional Information for exceptions.
When Class N shares are offered, the Distributor will pay sales concessions of 0.75% of the purchase price
of Class N 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 N shares
is therefore 1.0% of the purchase price, subject to certain exceptions as described in the Statement of
Additional Information. The Distributor retains the asset-based sales charge on Class N shares. See the
Statement of Additional Information for exceptions.
Special Investor Services
ACCOUNTLINK. You can use our AccountLink feature to link your Fund account with an account at a U.S. bank or
other financial institution. It must be an Automated Clearing House (ACH) member. AccountLink lets you:
o transmit funds electronically to purchase shares by telephone (through a service representative), or
o have the Transfer Agent send redemption proceeds or transmit dividends and distributions directly to your
bank account. Please call the Transfer Agent for more information.
You may purchase shares by telephone only after your account has been established. To purchase shares in
amounts up to $250,000 through a telephone representative, call the Distributor at ▇.▇▇▇.▇▇▇.▇▇▇▇. The purchase
payment will be debited from your bank account.
AccountLink privileges should be requested on your application or your dealer's settlement instructions if
you buy your shares through a dealer. After your account is established, you can request AccountLink privileges
by sending signature-guaranteed instructions to the Transfer Agent. AccountLink privileges will apply to each
shareholder listed in the registration on your account as well as to your dealer representative of record unless
and until the Transfer Agent receives written instructions terminating or changing those privileges. After you
establish AccountLink for your account, any change of bank account information must be made by
signature-guaranteed instructions to the Transfer Agent signed by all shareholders who own the account.
CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain types of account transactions to
the Transfer Agent by fax (telecopier). Please call ▇.▇▇▇.▇▇▇.▇▇▇▇ for information about which transactions may
be handled this way. Transaction requests submitted by fax are subject to the same rules and restrictions as
written and telephone requests described in this Prospectus.
AUTOMATIC WITHDRAWAL AND EXCHANGE PLANS. The Fund has several plans that enable you to sell shares automatically
or exchange them to another OppenheimerFunds account on a regular basis. Please call the Transfer Agent or
consult the Statement of Additional Information for details.
REINVESTMENT PRIVILEGE. If you redeem some or all of your Class A or Class B shares of the Fund, you have up to
six months to reinvest all or part of the redemption proceeds in Class A shares of the Fund or other ▇▇▇▇▇▇▇▇▇▇▇
funds without paying a sales charge. This privilege applies only to Class A shares that you purchased subject to
an initial sales charge and to Class A or Class B shares on which you paid a contingent deferred sales charge
when you redeemed them. This privilege does not apply to Class C, Class N or Class Y shares. You must be sure to
ask the Distributor for this privilege when you send your payment.
RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan account. If you participate in a plan
sponsored by your employer, the plan trustee or administrator must buy the shares for your plan account. The
Distributor also offers a number of different retirement plans that individuals and employers can use:
Individual Retirement Accounts (IRAs). These include regular IRAs, ▇▇▇▇ IRAs, SIMPLE IRAs and rollover IRAs.
SEP-IRAs. These are Simplified Employee Pension Plan IRAs for small business owners or self-employed individuals.
403(b)(7) Custodial Plans. These are tax-deferred plans for employees of eligible tax-exempt organizations, such
as schools, hospitals and charitable organizations.
401(k) Plans. These are special retirement plans for businesses.
Pension and Profit-Sharing Plans. These plans are designed for businesses and self-employed individuals.
Please call the Distributor for OppenheimerFunds retirement plan documents, which include applications and
important plan information.
How to Sell Shares
You can sell (redeem) some or all of your shares on any regular business day. Your shares will be sold at the
next net asset value calculated after your order is received in proper form (which means that it must comply with
the procedures described below). The Fund lets you sell your shares by writing a letter or by telephone. You can
also set up Automatic Withdrawal Plans to redeem shares on a regular basis. If you have questions about any of
these procedures, and especially if you are redeeming shares in a special situation, such as due to the death of
the owner or from a retirement plan account, please call the Transfer Agent first, at ▇.▇▇▇.▇▇▇.▇▇▇▇, for
assistance.
Certain Requests Require a Signature Guarantee. To protect you and the Fund from fraud, the following redemption
requests must be in writing and must include a signature guarantee (although there may be other situations
that also require a signature guarantee):
o You wish to redeem $100,000 or more and receive a check
o The redemption check is not payable to all shareholders listed on the account statement
o The redemption check is not sent to the address of record on your account statement
o Shares are being transferred to a Fund account with a different owner or name
o Shares are being redeemed by someone (such as an Executor) other than the owners
Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept a guarantee of your signature by a
number of financial institutions, including:
o a U.S. bank, trust company, credit union or savings association,
o a foreign bank that has a U.S. correspondent bank,
o a U.S. registered dealer or broker in securities, municipal securities or government securities, or
o a U.S. national securities exchange, a registered securities association or a clearing agency.
If you are signing on behalf of a corporation, partnership or other business or as a fiduciary, you must
also include your title in the signature.
Retirement Plan Accounts. There are special procedures to sell shares in an OppenheimerFunds retirement plan
account. Call the Transfer Agent for a distribution request form. Special income tax withholding
requirements apply to distributions from retirement plans. You must submit a withholding form with your
redemption request to avoid delay in getting your money and if you do not want tax withheld. If your
employer holds your retirement plan account for you in the name of the plan, you must ask the plan trustee
or administrator to request the sale of the Fund shares in your plan account.
HOW DO YOU SELL SHARES BY MAIL? Write a letter of instruction that includes:
o Your name
o The Fund's name
o Your Fund account number (from your account statement)
o The dollar amount or number of shares to be redeemed
o Any special payment instructions
o Any share certificates for the shares you are selling
o The signatures of all registered owners exactly as the account is registered, and
o Any special documents requested by the Transfer Agent to assure proper authorization of the person asking
to sell the shares.
------------------------------------------------------------ ---------------------------------------------------------
Use the following address for Send courier or express mail
requests by mail: requests to:
OppenheimerFunds Services OppenheimerFunds Services
P.O. Box 5270 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------ ---------------------------------------------------------
HOW DO YOU SELL SHARES BY TELEPHONE? You and your dealer representative of record may also sell your shares by
telephone. To receive the redemption price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of The New York Stock Exchange that day, which is normally 4:00 P.M.,
but may be earlier on some days. You may not redeem shares held in an OppenheimerFunds retirement plan account or
under a share certificate by telephone.
o To redeem shares through a service representative, call ▇.▇▇▇.▇▇▇.▇▇▇▇
You may have a check sent to the address on the account statement, or, if you have linked your Fund
account to your bank account on AccountLink, you may have the proceeds sent to that bank account.
Are There Limits on Amounts Redeemed by Telephone?
Telephone Redemptions Paid by Check. Up to $100,000 may be redeemed by telephone in any seven-day period. The
check must be payable to all owners of record of the shares and must be sent to the address on the account
statement. This service is not available within 30 days of changing the address on an account.
Telephone Redemptions Through AccountLink. There are no dollar limits on telephone redemption proceeds sent to a
bank account designated when you establish AccountLink. Normally the ACH transfer to your bank is
initiated on the business day after the redemption. You do not receive dividends on the proceeds of the
shares you redeemed while they are waiting to be transferred.
CAN YOU SELL SHARES THROUGH YOUR DEALER? The Distributor has made arrangements to repurchase Fund shares from
dealers and brokers on behalf of their customers. Brokers or dealers may charge for that service. If your shares
are held in the name of your dealer, you must redeem them through your dealer.
HOW CONTINGENT DEFERRED SALES CHARGES AFFECT REDEMPTIONS. If you purchase shares subject to a Class A, Class B,
Class C or Class N contingent deferred sales charge and redeem any of those shares during the applicable holding
period for the class of shares, the contingent deferred sales charge will be deducted from the redemption
proceeds (unless you are eligible for a waiver of that sales charge based on the categories listed in Appendix B
to the Statement of Additional Information and you advise the Transfer Agent of your eligibility for the waiver
when you place your redemption request.)
A contingent deferred sales charge will be based on the lesser of the net asset value of the redeemed
shares at the time of redemption or the original net asset value. A contingent deferred sales charge is not
imposed on:
o the amount of your account value represented by an increase in net asset value over the initial purchase
price,
o shares purchased by the reinvestment of dividends or capital gains distributions, or
o shares redeemed in the special circumstances described in Appendix B to the Statement of Additional
Information.
To determine whether a contingent deferred sales charge applies to a redemption, the Fund redeems shares
in the following order:
1. shares acquired by reinvestment of dividends and capital gains distributions,
2. shares held for the holding period that applies to the class, and
3. shares held the longest during the holding period.
Contingent deferred sales charges are not charged when you exchange shares of the Fund for shares of other
▇▇▇▇▇▇▇▇▇▇▇ funds. However, if you exchange them within the applicable contingent deferred sales charge holding
period, the holding period will carry over to the fund whose shares you acquire. Similarly, if you acquire shares
of this Fund by exchanging shares of another ▇▇▇▇▇▇▇▇▇▇▇ fund that are still subject to a contingent deferred
sales charge holding period, that holding period will carry over to this Fund.
How to Exchange Shares
Shares of the Fund may be exchanged for shares of certain ▇▇▇▇▇▇▇▇▇▇▇ funds at net asset value per share at the
time of exchange, without sales charge. Shares of the Fund can be purchased by exchange of shares of other
▇▇▇▇▇▇▇▇▇▇▇ Funds on the same basis. To exchange shares, you must meet several conditions:
o Shares of the fund selected for exchange must be available for sale in your state of residence.
o The prospectuses of both funds must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at least seven days before you can
exchange them. After the account is open seven days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose shares you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus.
Shares of a particular class of the Fund may be exchanged only for shares of the same class in the other
▇▇▇▇▇▇▇▇▇▇▇ funds. For example, you can exchange Class A shares of this Fund only for Class A shares of another
fund. In some cases, sales charges may be imposed on exchange transactions. For tax purposes, exchanges of shares
involve a sale of the shares of the fund you own and a purchase of the shares of the other fund, which may result
in a capital gain or loss. Please refer to "How to Exchange Shares" in the Statement of Additional Information for
more details.
You can find a list of ▇▇▇▇▇▇▇▇▇▇▇ funds currently available for exchanges in the Statement of Additional
Information or obtain one by calling a service representative at ▇.▇▇▇.▇▇▇.▇▇▇▇. That list can change from time to
time.
HOW DO YOU SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or by telephone:
Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form, signed by all owners of the account.
Send it to the Transfer Agent at the address on the back cover. Exchanges of shares held under
certificates cannot be processed unless the Transfer Agent receives the certificates with the request.
Telephone Exchange Requests. Telephone exchange requests may be made by calling a service representative at
▇.▇▇▇.▇▇▇.▇▇▇▇. Telephone exchanges may be made only between accounts that are registered with the same
name(s) and address. Shares held under certificates may not be exchanged by telephone.
ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you should be aware of:
o Shares are normally redeemed from one fund and purchased from the other fund in the exchange transaction
on the same regular business day on which the Transfer Agent receives an exchange request that conforms to
the policies described above. It must be received by the close of The New York Stock Exchange that day,
which is normally 4:00 P.M. but may be earlier on some days. However, either fund may delay the purchase
of shares of the fund you are exchanging into up to seven days if it determines it would be disadvantaged
by the same day exchange.
o The interests of the Fund's long-term shareholders and its ability to manage its investments may be
adversely affected when its shares are repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When large dollar amounts are involved, the Fund may have
difficulty implementing long-term investment strategies, because it cannot predict how much cash it will
have to invest. Market timing also may force the Fund to sell portfolio securities at disadvantageous
times to raise the cash needed to buy a market timer's Fund shares. These factors may hurt the Fund's
performance and its shareholders. When the Manager believes frequent trading would have a disruptive
effect on the Fund's ability to manage its investments, the Manager and the Fund may reject purchase
orders and exchanges into the Fund by any person, group or account that the Manager believes to be a
market timer.
o The Fund may amend, suspend or terminate the exchange privilege at any time. The Fund will provide you
notice whenever it is required to do so by applicable law.
o If the Transfer Agent cannot exchange all the shares you request because of a restriction cited above,
only the shares eligible for exchange will be exchanged.
Shareholder Account Rules and Policies
More information about the Fund's policies and procedures for buying, selling and exchanging shares is contained
in the Statement of Additional Information.
The offering of shares may be suspended during any period in which the determination of net asset value is
suspended, and the offering may be suspended by the Board of Trustees at any time the Board believes it is
in the Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may be modified, suspended or terminated
by the Fund at any time. If an account has more than one owner, the Fund and the Transfer Agent may rely
on the instructions of any one owner. Telephone privileges apply to each owner of the account and the
dealer representative of record for the account unless the Transfer Agent receives cancellation
instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning transactions and has adopted other
procedures to confirm that telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by confirming such transactions in
writing. The Transfer Agent and the Fund will not be liable for losses or expenses arising out of
telephone instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent receives all required documents in
proper form. From time to time, the Transfer Agent in its discretion may waive certain of the requirements
for redemptions stated in this Prospectus.
The redemption price for shares will vary from day to day because the value of the securities in the Fund's
portfolio fluctuates. The redemption price, which is the net asset value per share, will normally differ
for each class of shares. The redemption value of your shares may be more or less than their original cost.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by check or through AccountLink within
seven days after the Transfer Agent receives redemption instructions in proper form. However, under
unusual circumstances determined by the Securities and Exchange Commission, payment may be delayed or
suspended. For accounts registered in the name of a broker-dealer, payment will normally be forwarded
within three business days after redemption.
The Transfer Agent may delay forwarding a check or processing a payment via AccountLink for recently purchased
shares, but only until the purchase payment has cleared. That delay may be as much as 10 days from the
date the shares were purchased. That delay may be avoided if you purchase shares by Federal Funds wire or
certified check, or arrange with your bank to provide telephone or written assurance to the Transfer Agent
that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the account value has fallen below $500 for
reasons other than the fact that the market value of shares has dropped. In some cases, involuntary
redemptions may be made to repay the Distributor for losses from the cancellation of share purchase
orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack of liquidity in the Fund's portfolio
to meet redemptions). This means that the redemption proceeds will be paid with liquid securities from the
Fund's portfolio.
"Backup withholding" of federal income tax may be applied against taxable dividends, distributions and redemption
proceeds (including exchanges) if you fail to furnish the Fund your correct, certified Social Security or
Employer Identification Number when you sign your application, or if you under-report your income to the
Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will mail only one copy of each
prospectus, annual and semi-annual report and annual notice of the Fund's privacy policy to shareholders
having the same last name and address on the Fund's records. The consolidation of these mailings, called
householding, benefits the Fund through reduced mailing expense.
If you want to receive multiple copies of these materials, you may call the Transfer Agent at
▇.▇▇▇.▇▇▇.▇▇▇▇. You may also notify the Transfer Agent in writing. Individual copies of prospectuses,
reports and privacy notices will be sent to you commencing 30 days after the Transfer Agent receives your
request to stop householding.
Dividends, Capital Gains and Taxes
DIVIDENDS. The Fund intends to declare dividends separately for each class of shares from net investment income
on an annual basis and to pay them to shareholders in December on a date selected by the Board of Trustees.
Dividends and distributions paid to Class A and Class Y shares will generally be higher than dividends for Class
B, Class C and Class N shares, which normally have higher expenses than Class A and Class Y. The Fund has no
fixed dividend rate and cannot guarantee that it will pay any dividends or distributions.
CAPITAL GAINS. The Fund may realize capital gains on the sale of portfolio securities. If it does, it may make
distributions out of any net short-term or long-term capital gains in December of each year. The Fund may make
supplemental distributions of dividends and capital gains following the end of its fiscal year. There can be no
assurance that the Fund will pay any capital gains distributions in a particular year.
WHAT CHOICES DO YOU HAVE FOR RECEIVING DISTRIBUTIONS? When you open your account, specify on your application how
you want to receive your dividends and distributions. You have four options:
Reinvest All Distributions in the Fund. You can elect to reinvest all dividends and capital gains distributions
in additional shares of the Fund.
Reinvest Dividends or Capital Gains. You can elect to reinvest some distributions (dividends, short-term capital
gains or long-term capital gains distributions) in the Fund while receiving the other types of
distributions by check or having them sent to your bank account through AccountLink.
Receive All Distributions in Cash. You can elect to receive a check for all dividends and capital gains
distributions or have them sent to your bank through AccountLink.
Reinvest Your Distributions in Another OppenheimerFunds Account. You can reinvest all distributions in the same
class of shares of another OppenheimerFunds account you have established.
TAXES. If your shares are not held in a tax-deferred retirement account, you should be aware of the following tax
implications of investing in the Fund. Distributions are subject to federal income tax and may be subject to
state or local taxes. Dividends paid from short-term capital gains and net investment income are taxable as
ordinary income. Long-term capital gains are taxable as long-term capital gains when distributed to
shareholders. It does not matter how long you have held your shares. Whether you reinvest your distributions in
additional shares or take them in cash, the tax treatment is the same.
Every year the Fund will send you and the IRS a statement showing the amount of any taxable distribution you
received in the previous year. Any long-term capital gains will be separately identified in the tax information
the Fund sends you after the end of the calendar year.
Avoid "Buying a Dividend." If you buy shares on or just before ex-dividend date or just before the Fund declares
a capital gains distribution, you will pay the full price for the shares and then receive a portion of the
price back as a taxable dividend or capital gain.
Remember, There May be Taxes on Transactions. Because the Fund's share prices fluctuate, you may have a capital
gain or loss when you sell or exchange your shares. A capital gain or loss is the difference between the
price you paid for the shares and the price you received when you sold them. Any capital gain is subject
to capital gains tax.
Returns of Capital Can Occur. In certain cases, distributions made by the Fund may be considered a non-taxable
return of capital to shareholders. If that occurs, it will be identified in notices to shareholders.
This information is only a summary of certain federal income tax information about your investment. You
should consult with your tax advisor about the effect of an investment in the Fund on your particular tax
situation.
INFORMATION AND SERVICES
For More Information on ▇▇▇▇▇▇▇▇▇▇▇ Real Estate Fund
The following additional information about the Fund is available without charge upon request:
STATEMENT OF ADDITIONAL INFORMATION. This document includes additional information about the Fund's investment
policies, risks, and operations. It is incorporated by reference into this Prospectus (which means it is legally
part of this Prospectus).
ANNUAL AND SEMI-ANNUAL REPORTS. Additional information about the Fund's investments and performance will be
available in the Fund's Annual and Semi-Annual Reports to shareholders. The Annual Report will include a
discussion of market conditions and investment strategies that significantly affected the Fund's performance
during its last fiscal year.
How to Get More Information
You can request the Statement of Additional Information, the Annual and Semi-Annual Reports (when available), the
notice explaining the Fund's privacy policy and other information about the Fund or your account:
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By Telephone: Call OppenheimerFunds Services toll-free:
▇.▇▇▇.▇▇▇.▇▇▇▇
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By Mail: Write to:
OppenheimerFunds Services
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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On the Internet: You can send us a request by e-mail or read or
download documents on the OppenheimerFunds website:
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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Information about the Fund including the Statement of Additional Information can 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 the SEC at ▇.▇▇▇.▇▇▇.▇▇▇▇. Reports and other information about the Fund are available on the
▇▇▇▇▇ database on the SEC's Internet website at ▇▇▇.▇▇▇.▇▇▇. Copies may be obtained after payment of a
duplicating fee by electronic request at the SEC's e-mail address: ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ or by writing to the SEC's
Public Reference Section, Washington, D.C. 20549-0102.
No one has been authorized to provide any information about the Fund or to make any representations about the
Fund other than what is contained in this Prospectus. This Prospectus is not an offer to sell shares of the Fund,
nor a solicitation of an offer to buy shares of the Fund, to any person in any state or other jurisdiction where
it is unlawful to make such an offer.
The Fund's SEC File No.: is 811-10589 The Fund's shares are distributed by:
PR0590.001.0202 [logo] OppenheimerFunds(R)
Printed on recycled paper. Distributor, Inc.