OAEIX Oppenheimer Equity Income Fund CL A (MM)

PROPOSAL 2 –

TO APPROVE CHANGES IN, OR THE ELIMINATION OF, CERTAIN FUNDAMENTAL INVESTMENT POLICIES/INVESTMENT OBJECTIVES OF THE FUNDS

Proposal 2 is a series of proposals to remove fundamental policies of the Funds that are not required to be fundamental under the Investment Company Act, and to standardize, to the extent possible, all remaining fundamental policies of the Funds. In addition, it is proposed that all investment objectives that are fundamental policies be standardized as discussed below, and also converted into “non-fundamental” policies.

We have described each proposal contained within Proposal 2 separately and listed them in order below. The table at the front of this Proxy Statement will assist you in determining which proposals apply to your Fund.

Proposal 2 is intended to modernize the Funds’ policies to reflect current regulatory requirements. The proposals are designed to provide the Funds with maximum flexibility to pursue their investment strategies and objectives and respond to an ever-changing investment environment. The Funds have no current intention, however, of significantly changing their existing investment strategies if shareholders approve the proposed changes.

Each sub-proposal in this Proposal 2 will be voted on separately by shareholders of each applicable Fund, and the approval of each sub-proposal will require the approval of a majority of the outstanding voting securities of each Fund as defined in the Investment Company Act. (See "Voting Information" below.) If approved by a Fund's shareholders at the Meetings, the proposed changes to that Fund's fundamental investment policies will be adopted by that Fund but the effective date of the particular sub-proposals will be delayed until that Fund’s prospectus can be updated to reflect the changes. If the shareholders of a Fund fail to approve any sub-proposal in Proposal 2, the current policy or policies covered in that sub-proposal will remain in effect. No proposal to revise or eliminate any fundamental policy or investment objective is contingent upon the approval of any other such proposal.

Fundamental Investment Policies

The Investment Company Act requires the Funds to have certain fundamental policies and restrictions. Fundamental policies and restrictions can be changed only by a shareholder vote. In contrast, non-fundamental policies and restrictions may be changed by the Board Members without shareholder approval, although significant changes will be reflected in amendments to a Fund’s prospectus. The proposed policies satisfy current regulatory requirements and are written to provide the Funds with the flexibility to respond to future legal, regulatory and market changes. By making the fundamental policies of all Funds consistent where it is possible to do so, monitoring compliance would be streamlined and more efficient. Clarifying and modernizing investment restrictions generally would allow the Funds to operate more efficiently within the limits of the Investment Company Act. These revisions are expected to give the Funds greater flexibility to take advantage of, and react to, changes in financial markets and new investment vehicles. OFI believes that its ability to manage the Funds’ portfolios in a changing regulatory or investment environment will be enhanced. In addition, by limiting the number of policies that can be changed only by shareholder vote to those required by law, the Funds may be able to avoid the costs and delay associated with a shareholder meeting when the desire or need arises to change a policy in the future.

Since the organization of many of the Funds, many of the legal and regulatory requirements applicable to mutual funds have changed. For example, certain restrictions imposed by state laws and regulations were preempted by the National Securities Markets Improvement Act of 1996 (“NSMIA”) and are no longer applicable to mutual funds. As a result, some of the Funds continue to be subject to several fundamental investment policies that are either more restrictive than required under current regulations or no longer required at all.

The proposed policies are written broadly to allow the Funds the full latitude available under the Investment Company Act. Currently, certain Funds have policies which were extremely specific in what types of investment practices a Fund can undertake, which limits their flexibility. The new policies are drafted to permit the Funds to invest to “the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund.” As discussed further below with respect to each specific policy, the Investment Company Act explicitly permits or does otherwise not prohibit certain investment practices. Revising the fundamental policies this way will allow the Funds the maximum possible flexibility in pursuing their investment strategies. Under the flexibility permitted by these policies, a Fund’s registration statement will then specify its strategy to invest (or not) in a particular type of investment. It is possible that as the financial markets continue to evolve over time, the Investment Company Act and the related rules may be amended to address changed situations and new investment opportunities. At times, OFI may also seek exemptive relief to address changing circumstances. The revised fundamental policies also refer to amendments or interpretations of, or relating to, the Investment Company Act, or its rules and any exemptions therefrom that may occur from time to time. These authorities could include courts. In addition, from time to time the SEC and members of its staff, and others, issue formal or informal views on various provisions of the Investment Company Act and the related rules, including through no-action letters. The revised policies explicitly permit a Fund to rely on these interpretations or amendments as they are given from time to time. This will allow the Funds the flexibility to take advantage of future changes in the thinking of regulators and others without the expense and delay of seeking further shareholder approvals.

The actual investment strategies of the Funds currently are not expected to materially change as a result of the revised fundamental policies. It is expected that each Fund will continue to be managed in accordance with its current prospectus and statement of additional information (other than the fundamental policies being changed), as well as any policies or guidelines that may have been established by the Board or OFI. OFI does not anticipate that the changes, individually or in the aggregate, will result in a material change in the level of investment risk associated with investment in any Fund or the manner in which any Fund is managed at the present time. The Board has also concluded that, to the extent possible, it would be in the best interests of all of the Funds to have uniform and consistent fundamental policies. Therefore, the Board has authorized the submission to each Fund's shareholders for their approval, and the Board recommends that shareholders approve the amendment and/or elimination of the Funds’ fundamental policies as outlined herein. In the future, if the Board determines to change materially the manner in which any Fund is managed, that Fund’s prospectus will be amended to reflect such a change.

Set forth below is a discussion of the proposed changes to each Fund's fundamental investment policies, including the language of each proposed fundamental investment policy. Each Fund's current fundamental investment policies are listed in Appendix G .

Fundamental Investment Objectives

With respect to the Funds’ investment objectives, the Investment Company Act does not require a fund to have a fundamental investment objective, and many mutual funds commonly have non-fundamental investment objectives. Shareholders of Funds with fundamental investment objectives are being asked to change those investment objectives to a standardized, more easily understandable form. OFI does not expect that any change to a Fund’s investment objective will materially impact the manner in which a Fund’s portfolio is currently being managed. Shareholders of Funds with fundamental investment objectives are also separately being asked to change those investment objectives to non-fundamental objectives. If a Fund’s investment objective is non-fundamental, the objective may be changed by the Fund’s Board if the Board believes it is in the best interests of shareholders to do so. If a Fund is able to change its investment objective without shareholder approval, the Fund will have flexibility to respond to changing conditions without the expense and delay of seeking further shareholder approval. However, shareholders would be given prior notice of any changes to a Fund’s investment objective.

The Board has concluded that it would be in the best interests of each respective Fund to adopt, as applicable, the new standardized investment objective and also to change a Fund’s investment objective to a non-fundamental objective. Therefore, the Board has authorized the submission to each Fund's shareholders for their approval, and the Board recommends that shareholders approve, the amendment and/or change to non-fundamental of the Funds’ fundamental investment objectives as outlined herein.

Proposal 2a: Revise the fundamental policy relating to borrowing.

Funds Affected:

All Funds

Proposed Fundamental Policy

The Investment Company Act imposes certain restrictions on the borrowing activities of mutual funds. A fund’s borrowing policy must be a fundamental investment policy.

Currently, under the Investment Company Act, a mutual fund may borrow only from banks and only to the extent the value of the Fund’s assets less its liabilities other than borrowings, is equal to at least 300% of all borrowings (including the proposed borrowing). In addition, a fund also may borrow up to 5% of its total assets for temporary purposes from banks or other lenders. Certain trading practices and investments, such as reverse repurchase agreements, dollar rolls and certain derivatives, may be considered to be borrowing and thus subject to the Investment Company Act restrictions. On the other hand, certain practices and investments may involve leverage but are not considered to be borrowing. If shareholders approve this sub-proposal, each Fund’s current fundamental policy will be replaced by the proposed fundamental policy and each Fund’s prospectus will be updated to describe the current restrictions regarding borrowing under the Investment Company Act, the rules and regulations thereunder and any exemptions applicable to the Funds.

The Investment Company Act’s restrictions on borrowing are designed to protect mutual fund shareholders and their investments in a fund by limiting a fund’s ability to leverage its assets. Leverage exists when a fund has the right to a return on an investment that exceeds the amount the fund contributed to the investment. Borrowing money to make an investment is an example of how a fund may leverage its assets.

The Funds may have the need to borrow money for a number of reasons. They may need to borrow temporarily to pay redeeming shareholders when the number or amount of redemptions exceeds available cash, and market condition are not favorable to sell portfolio securities to meet those redemptions. Other times, a Fund must borrow money to pay redeeming shareholders because the Fund has not yet received payment for securities it has sold, or to pay for securities because it does not have available cash. In addition, certain types of securities transactions, such as delayed-delivery, when-issued, reverse repurchase agreements and dollar roll transactions might be construed as borrowing transactions. (These types of transactions are described in the Funds’ statement of additional information.)

There are risks associated with borrowing. Borrowing exposes shareholders and their investments in a fund to a greater risk of loss. For example, borrowing may cause the value of a fund’s shares to be more volatile than if the fund did not borrow. This is because borrowing tends to magnify the effect of any increase or decrease in the value of the Fund’s portfolio holdings. Borrowed money thus creates an opportunity for greater gains, but also greater losses. In addition, to the extent a fund borrows, it will pay interest on the money that it borrows, and that interest expense will raise the overall expenses of the Fund and reduce its returns. The interest payable on the borrowed amount may be more (or less) than the return the fund receives from the securities purchased with the borrowed amount.

Currently, certain Funds, as listed in Appendix G , are subject to slightly different fundamental investment policies concerning borrowing. The proposed policy modernizes and standardizes the restriction on borrowing. The revised policy will permit the Funds to borrow money, and to engage in trading practices that may be considered to be borrowing, to the fullest extent permitted by the Investment Company Act and related interpretations, as in effect from time to time. The revised policy will be interpreted to permit a Fund to engage in trading practices and investments that may be considered to be borrowing, such as reverse repurchase agreements, dollar rolls, options, futures, options on futures and forward contracts. In addition, short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered to be borrowings under the revised policy. Practices and investments that may involve leverage but are not considered to be borrowings are not subject to the revised policy. The proposed changes also would allow a Fund to borrow from another Oppenheimer fund when permissible, which could reduce certain borrowing and transaction costs.

As noted above, OFI has advised each Fund’s Board that the proposed revisions to the fundamental policy on borrowing are not expected to materially affect the manner in which the Fund’s investment program is being conducted at this time, as reflected in the Fund’s current prospectus and statement of additional information. Before a material change is made in a Fund’s investment strategies in response to this revised policy, the Fund’s Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed strategy and, as applicable, any additional risks.

The Board recommends that you vote “FOR” this proposal.

Proposal 2b: Concentration of Investments.

Proposal 2b-1: Revise the fundamental policy relating to concentration of investments.

Funds Affected:

All Funds

Proposal 2b-2: Remove the additional fundamental policy relating to concentration of investments.

The Investment Company Act requires all mutual funds to have a fundamental policy regarding the concentration of their investments in a particular industry or group of industries. While the Investment Company Act does not define what constitutes “concentration” in an industry, the SEC has taken the position that investment of more than 25% of a fund’s total assets in one or more issuers conducting their principal activities in the same industry constitutes concentration. Accordingly, a fund stating an intention to concentrate in a particular industry would be expected to be more than 25% invested in securities of issuers in that industry unless adverse economic conditions temporarily reduced the value of its assets so invested. Conversely, a fund electing not to concentrate its investments would be considered to be bound by its policy not to invest more than 25% of its assets in any one industry. The freedom of action to concentrate pursuant to management’s investment decision has been considered by the SEC staff to be prohibited by the Investment Company Act unless the statement of investment policy clearly indicates when and under what conditions any changes between concentration and non-concentration would be made. Statements of concentration policy pursuant to which funds reserve the right to concentrate in particular industries “without limitation if deemed advisable and in the best interests of shareholders” are viewed by the SEC staff as failing to comply with Section 8(b)(1) of the Investment Company Act.

Each Fund, as indicated in Appendix G , currently has a fundamental policy that prohibits the Fund from concentrating its investments in a particular industry, except Gold & Special Minerals Fund, Real Estate Fund, Institutional Money Market Fund and Money Market Fund, which may concentrate in certain industries. Many of the existing policies reflect the 25% test noted above that is the SEC’s current interpretation of concentration. It is possible that this interpretation of concentration could change in the future. If this interpretation were to change, the Funds would not be able to change their concentration policies without seeking shareholder approval. In the revised policy, the 25% fundamental limit is removed (although a fund may have a non-fundamental investment strategy not to invest beyond such limits), and the revised policy does not contain a stated percentage limitation and will be interpreted to refer to concentration as it may be determined from time to time by the SEC, its staff, or other authority with appropriate jurisdiction. Any references to a stated 25% industry limit as part of a Fund’s concentration policy (as opposed to current SEC interpretation) in a Fund’s registration statement will be removed upon shareholder approval of the new concentration policy so that the new policy language is consistent throughout a Fund’s registration statement.

The revised policy also will remove references to any classification of issuers as being in certain industries, or any classification of industry treatment (such as how utilities are treated), and instead will permit OFI to analyze the characteristics of a particular issuer and instrument and assign an industry or sector classification consistent with those characteristics in the event that any third party classification provider that may be used by OFI does not assign a classification. The SEC has taken the position that shareholder approval is not necessary every time an investment company changes an industry classification or a commercial classification system is revised, so long as there is no deviation from a previously recited concentration policy in a registration statement. Although the new concentration policy will permit greater accuracy in identifying industries, it will not permit the Funds to “concentrate” in any industry (except for certain Funds discussed below). Any disclosure in a Fund’s registration statement as to the identification of industries or the classification of industry treatment will be removed upon shareholder approval of the new concentration policy (except for certain Funds discussed below).

The revised policy also will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; and repurchase agreements collateralized by any of such obligations. In addition, the policy will be interpreted to permit investment in securities issued by investment companies. Accordingly, issuers of the foregoing securities will not be considered to be members of any industry. This treatment with respect to U.S. government securities and investment companies exists as part of the language of concentration policy of certain Funds, but will be removed in order to refer instead to the interpretation of the SEC, SEC staff or other authority with appropriate jurisdiction. Under the new policy, as currently interpreted by the SEC, securities of one foreign government will each continue to be considered a member of a single industry for purposes of the concentration policy.

The SEC has taken the position that money market funds may reserve the right to invest without limit in obligations of banks without being deemed to concentrate their investments. The money market Funds listed below currently may invest without limit in bank obligations, and for these Funds, this ability will remain explicit in their revised policy.

Gold & Special Minerals has two fundamental policies regarding concentration. Since there are two existing fundamental policies involved, a change to each requires a separate vote of shareholders with respect to the two policies. Formally, shareholders would be asked to change the first policy to the new fundamental policy, and to remove the second policy. The second policy requires the Fund to invest at least 25% of its investments in the mining and metal industries. This second fundamental policy is unnecessary given the first policy that is proposed to be revised. However, as noted above, the SEC’s current interpretation of concentration is that a Fund electing to concentrate should, as a normal matter, be expected to invest 25% or more of its assets in that industry. In addition, the Fund invests, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in companies that are involved in mining, processing or dealing in gold or other metals or minerals. The revised policy will permit the Fund to invest without limitation in the metal, mining and minerals industries, when no temporary conditions otherwise would apply.

Real Estate Fund invests, under normal market conditions, at least 80% of its net assets, including borrowings for investment purposes, in common stocks and other equity securities of real estate companies. The revised fundamental policy on concentration will permit the Fund to invest without limitation in the real estate industry when no temporary conditions apply.

As noted above, OFI has advised each Fund’s Board that the proposed revisions to the fundamental policy on concentration are not expected to materially affect the manner in which the Fund’s investment program is being conducted at this time, as reflected in the Fund’s current prospectus and statement of additional information. Before a material change is made in a Fund’s investment strategies in response to this revised policy, the Fund’s Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed strategy and, as applicable, any additional risks.

The Board recommends that you vote “FOR” these proposals.

Proposal 2c: Diversification of Investments

Proposal 2c-1: Remove the fundamental policy relating to diversification of investments.

Proposal 2c-2: Remove the additional fundamental policy relating to diversification of investments.

Fund Affected:

Institutional Money Market Fund

The current fundamental policy would be eliminated.

The Investment Company Act requires every mutual fund to state whether it is diversified (meaning that it is subject to certain restrictions that limit the percentage of the fund’s assets that may be invested in a single issuer) or non-diversified, and requires any change from diversified to non-diversified status to be approved in advance by fund shareholders. In addition, funds (including the applicable Funds) are subject to diversification tests under the Internal Revenue Code that limit investments in a single issuer or small number of issuers. Each Fund that is a diversified fund currently complies with both the Investment Company Act and the Internal Revenue Service (the “IRS”) requirements. While a change in diversification status to non-diversified status requires shareholder approval, the Investment Company Act does not require that a fund have an additional fundamental policy outlining diversification requirements. This proposal seeks to remove that additional fundamental policy, but would not result in a change in the diversification status of any Fund.

A “diversified company” under the Investment Company Act means a fund where at least 75% of the value of its total assets is represented by cash and cash items (including receivables), securities issued by the U.S. government or any of its agencies or instrumentalities, securities of other investment companies, and other securities for purposes of this calculation limited in respect of any one issuer to an amount not greater in value than 5% of the value of the total assets of such fund and to not more than 10% of the outstanding voting securities of such issuer.

If shareholders of a Fund approve this proposal, the Fund’s current fundamental policy regarding diversification of investments will be eliminated. The existing policies on diversification of many Funds generally recite the Investment Company Act requirements as in effect today. If the requirements for diversification were to change, these Funds might not be able to take advantage of that change without seeking shareholder approval. For these Funds, elimination of the policies on diversification will not change the extent to which these Funds’ assets may be invested in a single issuer unless and until the Investment Company Act requirements on diversification change.

For many of the Funds with diversification policies, the current fundamental diversification policy is more restrictive than the Investment Company Act requirements for a diversified fund because in its policy “other instruments” and not just securities are included in the 5% total asset test for issuers. The elimination of the fundamental diversification policy with respect to these Funds could potentially subject an investment in such Fund to greater risk, because that Fund would be able to invest a greater percentage of its respective assets in the instruments, or debt, respectively, of a single issuer. Nonetheless, approval of this sub-proposal is not expected to materially affect management of any of the Funds. Accordingly, eliminating a Fund’s diversification policy would increase the Fund’s investment opportunities without materially increasing the risk of an investment in a Fund.

As noted above, the elimination of this fundamental policy would not affect any Fund’s status as a “diversified” fund. A Fund’s status as a “diversified” fund would still only be changeable by the vote of a majority of the outstanding voting securities as defined in the Investment Company Act.

Institutional Money Market Fund has two fundamental policies regarding diversification. Since there are two existing fundamental policies involved, elimination of each requires a separate vote of shareholders with respect to the two policies.

The Board recommends that you vote “FOR” this proposal.

Proposal 2d: Revise the fundamental policy relating to lending.

Funds Affected:

All Funds

Proposed Fundamental Policy

All mutual funds are required to have a fundamental policy about lending money and other assets. The Investment Company Act does not prohibit a fund from making loans; however, SEC staff interpretations currently prohibit funds from lending more than one-third of their total assets, except through the purchase of debt obligations or the use of repurchase agreements. (A repurchase agreement is an agreement to purchase a security, coupled with an agreement to sell that security back to the original seller on an agreed-upon date at a price that reflects current interest rates. The SEC frequently treats repurchase agreements as loans.)

The Funds’ current fundamental policies on lending are substantially similar to the proposed policy. The current policies permit the Funds to lend their portfolio securities to the fullest extent permitted by the Investment Company Act. The proposed policy revises the language slightly for consistency within the policy and to reflect the possibility of the Securities and Exchange Commission staff or other appropriate authority amending or interpreting the law. The revised policy will permit securities lending and the use of repurchase agreements by all Funds, and will allow the Funds to lend money and other assets, in each case to the fullest extent permitted by the Investment Company Act and related interpretations, as in effect from time to time.

The revised policy will be interpreted so that it does not prevent a Fund from purchasing or investing in debt obligations and loans. In addition, collateral arrangements with respect to options, forward currency and futures transactions and other derivative instruments, as well as delays in the settlement of securities transactions, will not be considered loans.

If shareholders approve the proposed change in each Fund’s policy, OFI does not anticipate that it will materially affect the management of the Funds. In general, the Funds lend their assets primarily in three different ways. They may lend their portfolio securities, they may engage in certain types of securities transactions that could be construed as "lending" transactions and they may engage in “interfund” lending of cash when it is permissible and desirable to do so. Some Funds are currently lending their portfolio securities as part of a securities lending program. Funds can generate income from lending portfolio securities, although there are risks involved. The Funds might experience a delay in receiving additional collateral to secure a loan, or a delay in recovery of the loaned securities if the borrower defaults. However, procedures are in place to ensure that borrowers of securities are creditworthy and that the loans are fully collateralized.

This change would give the Funds the greatest amount of flexibility to lend their portfolio securities to generate income within the limits of the Investment Company Act where desirable and appropriate in accordance with their investment objectives.

In addition, the Funds would have greater ability to engage in transactions which could be considered lending, but which could be beneficial to the management of the portfolio.

As noted above, OFI has advised each Fund’s Board that the proposed revisions to the fundamental policy on lending are not expected to materially affect the manner in which the Fund’s investment program is being conducted at this time, as reflected in the Fund’s current prospectus and statement of additional information. Before a material change is made in a Fund’s investment strategies in response to this revised policy, the Fund’s Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed strategy and, as applicable, any additional risks.

The Board recommends that you vote “FOR” these proposals.

Proposal 2e: Revise the fundamental policy relating to real estate and commodities.

Funds Affected:

All Funds

Proposed Fundamental Policy

The Investment Company Act requires a mutual fund to have fundamental investment policies governing investments in real estate and commodities. Amendment of these fundamental policies is unlikely to affect management of any Fund, and the Board Members believe that the proposed fundamental policies on investing in real estate and commodities will provide the Funds with the maximum flexibility consistent with the current legal requirements.

The Investment Company Act does not prohibit a fund from owning commodities, whether physical commodities and contracts related to physical commodities (such as oil or grains and related futures contracts), or financial commodities and contracts related to financial commodities (such as commodity-linked notes, structured investments and notes, currencies and, possibly, currency futures). However, a mutual fund is limited in the amount of illiquid assets it may purchase (certain commodities (especially physical commodities) may be considered to be illiquid). The value of commodities and commodity-related instruments may be extremely volatile and may be affected either directly or indirectly by a variety of factors. There also may be storage charges and risks of loss associated with physical commodities. In addition, the Investment Company Act does not prohibit a fund from owning real estate; however, real estate is generally considered illiquid. Owners of real estate may be subject to various liabilities, including environmental liabilities.

The revised policy will permit the Funds to purchase or sell commodities to the fullest extent permitted by the Investment Company Act and related interpretations, as in effect from time to time. However, a Fund’s investment program may not contemplate investing in physical or financial commodities and commodity-related instruments. To the extent consistent with a Fund’s investment strategy and risk disclosure, the revised policy will not affect the Funds’ ability to invest in physical or financial commodities and commodity-related instruments, including entering into futures contracts, among which may include futures contracts on interest rates, stock indices and currencies, and options thereon, as well as forward currency transactions and options on currencies.

There may be instances when investing in physical commodities may be complementary to a Fund’s other investments. For example, a Fund may wish to buy shares of a gold-producing company and hedge that investment with gold futures, or a Fund may wish to gain exposure to a particular commodity directly, as opposed to through a financial instrument. If a Fund were to invest in a physical commodity or a physical commodity-related instrument, the Fund would be subject to the additional risks of the particular physical commodity and its related market. A Fund’s prospectus or statement of additional information would be amended to disclose these risks before a material portion of the Fund’s assets is invested in physical commodities.

It is not believed that certain financial instruments such as interest rate or stock index futures contracts are “commodities.” In any event, the revised policy will permit investment in these types of assets, derivatives and instruments to the fullest extent permitted by the Investment Company Act and related interpretations. The revised policy also will be interpreted to permit investments in exchange traded funds that invest in physical and/or financial commodities.

In addition, as a general rule, the Funds currently do not intend to purchase or sell real estate. Real Estate Fund invests in equity securities of real estate companies. However, the Funds wish to preserve the flexibility to invest in real estate, as well as real estate-related companies and companies whose business consists in whole or in part of investing in real estate. The revised policy will permit the Funds to purchase or sell real estate to the fullest extent permitted by the Investment Company Act and related interpretations, as in effect from time to time. However, a Fund’s investment program may not contemplate these investments. To the extent consistent with a Fund’s investment strategy and risk disclosure, the revised policy will not affect the Funds’ ability to purchase, sell or hold real estate.

As noted above, OFI has advised each Fund’s Board that the proposed revisions to the fundamental policy on real estate and commodities are not expected to materially affect the manner in which the Fund’s investment program is being conducted at this time, as reflected in the Fund’s current prospectus and statement of additional information. Before a material change is made in a Fund’s investment strategies in response to this revised policy, the Fund’s Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed strategy and, as applicable, any additional risks.

The Board recommends that you vote “FOR” these proposals.

Proposal 2f: Revise the fundamental policy relating to senior securities.

Funds Affected:

All Funds

Proposed Fundamental Policy

All mutual funds are required to have a fundamental policy about issuing “senior securities,” which are defined as fund obligations that have a priority over the fund’s shares with respect to the payment of dividends or the distribution of fund assets. The Investment Company Act prohibits a fund from issuing senior securities except that the fund may borrow money in amounts of up to one-third of the fund’s total assets from banks for any purpose. A fund also may borrow up to 5% of the fund’s total assets from banks or other lenders for temporary purposes, and these borrowings are not considered senior securities.

Currently, most of the Funds are not permitted to issue senior securities except as permitted by the Investment Company Act or except to the extent that borrowings or certain delineated investment practices (such as purchasing securities on a delayed delivery basis or investing in derivatives) may be deemed to be the issuance of senior securities. The revised policy will permit the Funds to issue senior securities to the fullest extent permitted by the Investment Company Act and related interpretations, as in effect from time to time, and will not refer to particular investment practices.

Certain widely used investment practices that involve a commitment by a fund to deliver money or securities in the future are not considered by the SEC to be senior securities. These include repurchase and reverse repurchase agreements, dollar rolls, options, futures and forward contracts, provided that in each case a fund segregates cash or liquid securities in an amount necessary to pay the obligation or the fund holds an offsetting commitment from another party. The revised policy will not affect the Funds’ existing abilities to engage in these practices. Similarly, the revised policy will be interpreted not to prevent collateral arrangements with respect to swaps, options, forward or futures contracts or other derivatives, or the posting of initial or variation margin.

As noted above, OFI has advised each Fund’s Board that the proposed revisions to the fundamental policy on senior securities are not expected to materially affect the manner in which the Fund’s investment program is being conducted at this time, as reflected in the Fund’s current prospectus and statement of additional information. Before a material change is made in a Fund’s investment strategies in response to this revised policy, the Fund’s Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed strategy and, as applicable, any additional risks.

The Board recommends that you vote “FOR” this proposal.

Proposal 2g: Revise the fundamental policy relating to underwriting.

Funds Affected:

All Funds

Proposed Fundamental Policy

All mutual funds are required to have a fundamental policy about engaging in the business of underwriting the securities of other issuers. The Investment Company Act permits a fund to have underwriting commitments of up to 25% of its assets under certain circumstances. Those circumstances currently are that the amount of the fund’s underwriting commitments, when added to the value of the fund’s investments in issuers where the fund owns more than 10% of the outstanding voting securities of those issuers, cannot exceed the 25% cap. Currently, the Funds are not permitted to underwrite the securities of others. The revised policy will permit the Funds to engage in the underwriting business and to underwrite the securities of other issuers to the fullest extent permitted by the Investment Company Act and related interpretations, as in effect from time to time, and thus will give the Funds greater flexibility to respond to future investment opportunities, subject, of course, to the investment objectives and strategies applicable to each Fund.

In most cases, each Fund’s current fundamental policy clarifies that the Fund will not be deemed to be an underwriter in connection with the disposition of portfolio securities. This exception refers to a technical provision of the Securities Act of 1933, as amended (the “1933 Act”), which deems certain persons to be “underwriters” if they purchase a security from the issuer and later sell it to the public. Although it is not believed that the application of this 1933 Act provision would cause a Fund to be engaged in the business of underwriting, the revised policy will be interpreted not to prevent a Fund from engaging in transactions involving the acquisition or disposition of portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. Under the 1933 Act, an underwriter may be liable for material omissions or misstatements in an issuer’s registration statement or prospectus.

Securities purchased from an issuer and not registered for sale under the 1933 Act are considered restricted securities. There may be a limited market for these securities. If these securities are registered under the 1933 Act, they may then be eligible for sale but participating in the sale may subject the seller to underwriter liability. These risks could apply to a Fund investing in restricted securities.

As noted above, OFI has advised each Fund’s Board that the proposed revisions to the fundamental policy on underwriting are not expected to materially affect the manner in which the Fund’s investment program is being conducted at this time, as reflected in the Fund’s current prospectus and statement of additional information. Before a material change is made in a Fund’s investment strategies in response to this revised policy, the Fund’s Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed strategy and, as applicable, any additional risks.

The Board recommends that you vote “FOR” this proposal.

Proposal 2h: Revise the Fundamental Policy relating to Tax-free Securities

Proposed Fundamental Policy

The Investment Company Act and rules thereunder require tax-exempt funds to have certain fundamental policies regarding municipal securities. It is proposed to revise certain of these fundamental policies for the Oppenheimer tax-exempt funds. The proposed policies satisfy current regulatory requirements and are written in a standardized, more easily understandable form. The changes in the proposed policies include, where applicable, (i) removing references to a particular state (and removing references to issuers outside of a state, but this would continue to be disclosed as a strategy of certain funds); (ii) removing references to the alternative minimum tax; (iii) revising the language to state “the income from which is exempt” from the applicable tax and (iv) adding that the tax free nature of the securities is based on the opinion of counsel to the issuer. These changes are discussed in more detail below.

The current language of each tax-free fundamental policy among the Funds varies greatly. Most of the Funds have a detailed description of the policy in their prospectus and a general description of the policy in their statement of additional information (“SAI”).  In addition, the prospectuses and SAI of most Funds include additional detail about certain types of securities that specifically reference the fundamental policy or restate the fundamental policy.  By referencing and restating the fundamental policy in this manner, under current federal caselaw, this additional disclosure may be interpreted as part of the fundamental policy itself.  As a result, the current policies listed in Appendix G show the entire context of each Fund’s policy.

The new tax-free fundamental policy does not include references to a particular state or geographic region.  Under the Investment Company Act, a fundamental policy on tax-free securities does not need to specify a particular state or geographic region in the tax-free policy; however, Funds that do invest in a particular geographic region would be required to have an additional strategy to invest 80% of its assets (plus borrowings for investment purposes) in investments tied economically to the particular geographic region, which could only be changed upon 60 days prior notice to shareholders.  This strategy relating to the Fund’s geographic region would include, as applicable, U.S. territories, commonwealths, and possessions.  As part of your approval of this proposal, each such Fund would formally adopt such a strategy.

The new tax-free fundamental policy does not include references to the alternative minimum tax (“AMT”).  Current descriptive language in a Fund’s registration statement that restates or references the tax-free fundamental policy would be removed, so that under current federal caselaw this AMT strategy language would no longer be read as part of the fundamental policy.  Instead, a Fund’s strategy will simply state whether the Fund selects investments with or without regard to the application of the AMT.  This would mean that if a Fund has a strategy to invest without regard to the application of the AMT, such a strategy would no longer be read as part of the Fund’s tax-free fundamental policy and therefore could be changed without shareholder approval.  There is no current intention to change the manner in which each Fund invests with respect to the AMT.  However, by approving this new tax-free fundamental policy to no longer directly or indirectly reference the AMT, it is possible that in the future, upon Board approval, an AMT-free municipal Fund could be converted into a municipal fund that invests without regard to the AMT, or a municipal fund could be converted into an AMT-free municipal fund.

These proposed changes would enable the Funds to better comply with the regulations under the Investment Company Act for tax-exempt funds. Clarifying and modernizing the policies generally would allow the Funds to operate more efficiently within the limits of the Investment Company Act. These changes to each Fund’s policies would not impact the investment strategies of a Fund or the manner in which a Fund’s portfolio is currently being managed.

The Board recommends that you vote “FOR” this proposal.

Proposal 2i, 2j, 2k, 2l, 2m, 2n, 2o, 2p and 2q: Remove miscellaneous fundamental policies relating to investment strategy restrictions.

Funds Affected:

Rochester AMT-Free New York Municipal Fund

Flexible Strategies Fund

Global Opportunities Fund

Global Fund

Gold & Special Minerals Fund

New Jersey Municipal Fund

Rochester Fund Municipals

The Funds listed below are currently subject to certain fundamental investment policies concerning various investment strategies. None of those existing policies is required under the Investment Company Act. It is proposed that these current fundamental investment policies be eliminated.

Although the Funds have no intention of materially deviating from the manner in which they currently invest, the policies below are unnecessary and elimination of these policies will help conform each Fund’s policy to other Oppenheimer funds. With respect to the Global Fund and Global Opportunities Fund, each Fund’s investment in at least three or four countries, respectively, would continue to be an investment strategy described in each Fund’s prospectus. In addition, the elimination of each policy could increase that Fund’s flexibility when choosing investments in the future. A Fund will include appropriate risk disclosure in its prospectus if an investment strategy would materially affect the manner in which the Fund invests. Any significant change to a Fund’s investment strategy would also be subject to Board approval and disclosed to shareholders. Therefore, elimination of these policies is unlikely to affect the current management of the Funds, and is not expected to materially increase the risk of an investment in the Funds.

Current fundamental policies would be eliminated.

The Board recommends that you vote “FOR” these proposals.

Proposal 2r: Convert the Fund’s investment objective from fundamental to non-fundamental.

If shareholders of a Fund approve this proposal, the Fund’s investment objective will become non-fundamental, meaning that it can be changed without shareholder approval if the Board believes that it is in the best interests of shareholders to do so. As noted below, it is also proposed that certain of the Funds listed above change their investment objective as detailed in Proposal 2s.

The Investment Company Act does not require that a fund’s investment objective be fundamental, and, in fact, it is common for funds to have non-fundamental investment objectives. If a Fund is able to change its investment objective without shareholder approval, the Fund will have flexibility to respond to changing conditions, such as those described in Proposal 2s below, in a manner that the Fund’s Board deems to be in the best interests of Fund shareholders without the expense and delay of seeking further shareholder approval. As noted below, however, shareholders would be given prior notice of any change in the Fund’s investment objective.

Should shareholders of the relevant Funds approve this proposal, each Fund would continue to be managed subject to the same investment strategies and policies expressed in each Fund’s current prospectus (except as otherwise revised in connection with Proposal 2), as well as the limitations imposed by the Investment Company Act and the rules and interpretive guidance provided thereunder. It is not expected that converting a Fund’s investment objective from a fundamental policy to a non-fundamental policy of the Fund would materially affect the manner in which the Fund’s investment program is being conducted at this time, as reflected in the Fund’s current prospectus and statement of additional information.

Separately, shareholders of certain Funds as listed in Proposal 2r are being asked to approve a change in their Fund’s investment objective to a standardized, more easily understandable form. The approval of this Proposal 2r with respect to your Fund is not contingent on the approval of Proposal 2s below. Whether or not Proposal 2s below is approved with respect to your Fund, if shareholders of a Fund approve this Proposal 2r the Board will have the ability to change that Fund’s investment objective. If a Fund’s Board thereafter decides to change the Fund’s investment objective, shareholders will be given prior notice of the change. This notice is expected to take the form of a supplement to the Fund’s prospectus or a revised prospectus, which would be sent to Fund shareholders.

The Board recommends that you vote “FOR” this proposal.

Proposal 2s: Approve a change in the Fund’s investment objective.

Funds Affected:

Shareholders of each of the Funds listed above are being asked to approve a change to the investment objective of their Fund. The current investment objective of each Fund is listed below, along with the proposed new investment objective.

This proposal to change your Fund’s investment objective is intended to modernize the Funds’ investment objectives by simplifying and standardizing each of them. Additionally, for certain Funds, the investment objective is proposed also change to better position the Fund’s investment goal. Both OFI and each Fund’s Board believe that the new investment objective provides more clarity and understanding to each Fund’s overarching investment goal. Each Fund’s investment objective would change to one of the following basic investment objectives: (1) The Fund seeks income, (2) The Fund seeks total return, (3) The Fund seeks capital appreciation, (4) the Fund seeks tax-free income, or (5) The Fund seeks income consistent with stability of principal. OFI and the Board believe that by adopting these new, simplified standard investment objectives with respect to the Funds, shareholders would be more informed about a Fund’s basic investment goal. In addition, the adoption of a revised investment objective would improve a Fund’s prospectus disclosure by better separating the Fund’s objective from any strategy to achieve that objective. By removing strategy-type language from a Fund’s investment objective, the Funds would be provided with maximum flexibility to follow their investment strategies and respond to an ever-changing investment environment, in an effort to achieve the investment objective.

As noted above, certain of the new investment objectives are proposed to be revised to better position such Fund’s investment goal. After a review of the investment objectives OFI has determined that the changes indicated above would also provide an improved goal for each Fund, given its position in the competitive marketplace and also within the product line-up of the mutual funds advised by OFI. Additionally, OFI believes that the change to each such investment objective will better describe to shareholders each Fund’s predominant purpose and this will allow shareholders to make a more informed decision whether to invest in such Fund.

OFI does not expect any change to a Fund’s investment objective will materially impact the manner in which a Fund’s portfolio is currently being managed. Each Fund also has no current intention of materially changing its existing investment strategies as a result of shareholders approving the proposed changes.

The Board recommends that you vote “FOR” this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU APPROVE EACH SUB-PROPOSAL DESCRIBED ABOVE