OPPENHEIMER INTERNATIONAL GROWTH FUND
Supplement Dated October 18, 1996
To the Prospectus dated September 20, 1996
The Prospectus is amended as follows:
1. The parenthetical in footnote 1 following the table in
the section captioned "Shareholder Transaction Expenses" on page 3
is revised to read as follows: "($500,000 or more for purchases by
"Retirement Plans," as defined in "Class A Contingent Deferred
Sales Charge" on page 23)."
2. The first and second sentences in the sub-section
captioned "Class A Shares" in "How to Buy Shares-Classes of Shares"
on page 19 are revised to read as follows:
If you buy Class A shares, you may pay an initial sales charge
on investments up to $1 million (up to $500,000 for purchases
by "Retirement Plans," as defined in "Class A Contingent
Deferred Sales Charge" on page 23). If you purchase Class A
shares as part of an investment of at least $1 million
($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge,
but if you sell any of those shares within 18 months of buying
them, you may pay a contingent deferred sales charge.
3. The first and second paragraphs in the section captioned
"Class A Contingent Deferred Sales Charge" on page 23 are revised
to read as follows:
There is no initial sales charge on purchases of Class A
shares of any one or more of the Oppenheimer funds in the
following cases:
Purchases aggregating $1 million or more.
Purchases by a retirement plan qualified under sections
401(a) or 401(k) of the Internal Revenue Code, by a non-
qualified deferred compensation plan (not including Section
457 plans), employee benefit plan, group retirement plan (see
"How to Buy Shares - Retirement Plans" in the Statement of
Additional Information for further details), an employee's
403(b)(7) custodial plan account, SEP IRA, SARSEP, or SIMPLE
plan (all of these plans are collectively referred to as
"Retirement Plans"); that: (1) buys shares costing $500,000 or
more or (2) has, at the time of purchase, 100 or more eligible
participants, or (3) certifies that it projects to have annual
plan purchases of $200,000 or more.
Purchases by an OppenheimerFunds Rollover IRA if the
purchases are made (1) through a broker, dealer, bank or
registered investment adviser that has made special
arrangements with the Distributor for these purchases, or (2)
by a direct rollover of a distribution from a qualified
retirement plan if the administrator of that plan has made
special arrangements with the Distributor for those purchases.
The Distributor pays dealers of record commissions on those
purchases in an amount equal to (i) 1.0% for non-Retirement
Plan accounts, and (ii) for Retirement Plan accounts, 1.0% of
the first $2.5 million, plus 0.50% of the next $2.5 million,
plus 0.25% of purchases over $5 million. That commission will
be paid only on those purchases that were not previously
subject to a front-end sales charge and dealer commission.
No sales commission will be paid to the dealer, broker or
financial institution on sales of Class A shares purchased
with the redemption proceeds of shares of a mutual fund
offered as an investment option in a Retirement Plan in which
Oppenheimer funds are also offered as investment options under
a special arrangement with the Distributor if the purchase
occurs more than 30 days after the addition of the Oppenheimer
funds as an investment option to the Retirement Plan.
4. Effective January 1, 1997, the second sentence in the
section captioned "Special Arrangements with Dealers" on page 24 is
deleted.
5. The section captioned "Waivers of Class A Sales Charges -
Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" as it appears for the second time on page 26 is
revised to read as follows:
The Class A contingent deferred sales charge is also waived if
shares that would otherwise be subject to the contingent
deferred sales charge are redeemed in the following cases:
to make Automatic Withdrawal Plan payments that are
limited annually to no more than 12% of the
original account value;
involuntary redemptions of shares by operation of
law or involuntary redemptions of small accounts
(see "Shareholder Account Rules and Policies,"
below);
if, at the time a purchase order is placed for
Class A shares that would otherwise be subject to
the Class A contingent deferred sales charge, the
dealer agrees in writing to accept the dealer's
portion of the commission payable on the sale in
installments of 1/18th of the commission per month
( and no further commission will be payable if the
shares are redeemed within 18 months of purchase);
for distributions from a TRAC-2000 401(k) plan
sponsored by the Distributor due to the termination
of the TRAC-2000 program.
for distributions from Retirement Plans, deferred
compensation plans or other employee benefit plans
for any of the following purposes: (1) following
the death or disability (as defined in the Internal
Revenue Code) of the participant or beneficiary
(the death or disability must occur after the
participant's account was established); (2) to
return excess contributions; (3) to return
contributions made due to a mistake of fact; (4)
hardship withdrawals, as defined in the plan; (5)
under a Qualified Domestic Relations Order, as
defined in the Internal Revenue Code; (6) to meet
the minimum distribution requirements of the
Internal Revenue Code; (7) to establish
"substantially equal periodic payments" as
described in Section 72(t) of the Internal Revenue
Code; (8) for retirement distributions or loans to
participants or beneficiaries; (9) separation from
service; (10) participant-directed redemptions to
purchase shares of a mutual fund (other than a fund
managed by the Manager or its subsidiary) offered
[continued]
as an investment option in a Retirement Plan in
which Oppenheimer funds are also offered as
investment options under a special arrangement with
the Distributor; or (11) plan termination or "in-
service distributions", if the redemption proceeds
are rolled over directly to an OppenheimerFunds
IRA.
October 18, 1996 PS0825.001
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OPPENHEIMER INTERNATIONAL GROWTH FUND
Supplement dated October 18, 1996
to the Statement of Additional Information dated September 20,
1996
The Statement of Additional Information is amended as follows:
1. The section captioned "How To Buy Shares" on page 31 is
revised by adding the following to the end of that section:
Retirement Plans. In describing certain types of employee
benefit plans that may purchase Class A shares without being
subject to the Class A contingent differed sales charge, the term
"employee benefit plan" means any plan or arrangement, whether or
not "qualified" under the Internal Revenue Code, including, medical
savings accounts, payroll deduction plans or similar plans in which
Class A shares are purchased by a fiduciary or other person for the
account of participants who are employees of a single employer or
of affiliated employers, if the Fund account is registered in the
name of the fiduciary or other person for the benefit of
participants in the plan.
The term "group retirement plan" means any qualified or non-
qualified retirement plan (including 457 plans, SEPs, SARSEPs,
403(b) plans, and SIMPLE plans) for employees of a corporation or
a sole proprietorship, members and employees of a partnership or
association or other organized group of persons (the members of
which may include other groups), if the group has made special
arrangements with the Distributor and all members of the group
participating in the plan purchase Class A shares of the Fund
through a single investment dealer, broker or other financial
institution designated by the group.
October 18, 1996 PX0825.001
