OPPENHEIMER GOLD & SPECIAL MINERALS FUND
497, 1997-05-02
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                    OPPENHEIMER GOLD & SPECIAL MINERALS FUND
                       Supplement dated May 1, 1997 to the
                        Prospectus dated October 18, 1996

The Prospectus is changed as follows:

1.     This Prospectus Supplement replaces Prospectus Supplements dated October 
18, 1996 and January 1, 1997.

2.     The first footnote under the "Shareholder Transaction Expenses" table on 
page 3 is replaced with the following:

       (1) If you invest $1 million or more  ($500,000 or more for  purchases by
       "Retirement  Plans",  as defined in "Class A  Contingent  Deferred  Sales
       Charge" on page 27) in Class A shares, you may have to pay a sales charge
       of up to 1% if you sell your shares within 12 calendar  months (18 months
       for shares  purchased  prior to May 1, 1997) from the end of the calendar
       month during which you purchased those shares.
       See "How to Buy Shares - Buying Class A Shares", below.

3.     The first and second sentences in  "Class A Shares" under "Classes of 
Shares" on page 23 is replaced by  the following:

       If you  buy  Class A  shares,  you may pay an  initial  sales  charge  on
       investments up to $1 million (up to $500,000 for purchases by "Retirement
       Plans," as defined in "Class A Contingent  Deferred Sales Charge" on page
       27). If you purchase  Class A shares as part of an investment of at least
       $1  million  ($500,000  for  Retirement  Plans)  in shares of one or more
       Oppenheimer  funds, you will not pay an initial sales charge,  but if you
       sell any of those  shares  within 12 months of buying  them (18 months if
       the shares were purchased prior to May 1, 1997), you may pay a contingent
       deferred sales charge.

4.     The following sentence is added to the end of  "Which Class of Shares 
Should You Choose? - How Does It Affect Payments To My Broker?"  on page 25:

       The Distributor  may pay additional  periodic  compensation  from its own
       resources to securities dealers or financial  institutions based upon the
       value of shares of the Fund owned by the dealer or financial  institution
       for its own account or for its customers.

5.     The sub-paragraphs  of the section "Buying Class A Shares - Class A 
Contingent Deferred Sales Charge"on page 27 are deleted and replaced by the 
following:

              o Purchases aggregating $1 million or more.

              o 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.

              o 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.

              o Purchases by a retirement plan qualified under section 401(a) if
the retirement plan has total plan assets of $500,000 or more.

6. The second paragraph of "Buying Class A Shares - Class A Contingent  Deferred
Sales Charge" on page 27 is replaced by the following:

       The Distributor  pays dealers of record  commission on those purchases in
       an amount equal to (i) 1.0% for  non-Retirement  Plan accounts,  and (ii)
       for Retirement Plan accounts,  1.0% of the first $2.5 million, plus 0.50%
       of the next  $2.5  million,  plus  0.25% of  purchases  over $5  million,
       calculated on a calendar year basis. That commission will be paid only on
       those  purchases  that were not previously  subject to a front-end  sales
       charge and dealer  commission.  No sales  commission  will be paid to the
       dealer,  broker  or  financial  institution  on  sales  of Class A shares
       purchased with the redemption proceeds of shares of a mutual fund offered
       as an investment  option in a Retirement Plan in which  Oppenheimer funds
       are also offered as investment  options under a special  arrangement with
       the Distributor

                                                                     (continued)
                                                    2

<PAGE>



       if the  purchase  occurs  more  than 30 days  after the  addition  of the
       Oppenheimer funds as an investment option to the Retirement Plan.

7. In the  third  paragraph  of  "Buying  Class A  Shares  - Class A  Contingent
Deferred  Sales  Charge"  on page 27,  the first  sentence  is  replaced  by the
following:

       If you redeem any of those shares purchased prior to May 1, 1997,  within
       18  months  of  the  end of the  calendar  month  of  their  purchase,  a
       contingent deferred sales charge (called the "Class A contingent deferred
       sales  charge") may be deducted from the redemption  proceeds.  A Class A
       contingent  deferred  sales  charge may be deducted  from the  redemption
       proceeds of any of those  shares  purchased  on or after May 1, 1997 that
       are redeemed  within 12 months of the end of the calendar  month of their
       purchase.

8.     Effective January 1, 1997, the second sentence in the section captioned 
"Special Arrangements with Dealers" on page 28 is deleted.

9. The third  sentence of the second  paragraph  of "Reduced  Sales  Charges for
Class A Share Purchases - Right of  Accumulation"  on page 28 is replaced by the
following:

       The  Distributor  will add the value,  at current  offering price, of the
       shares you previously purchased and currently own to the value of current
       purchases to determine the sales charge rate that applies.

10. The seventh  subparagraph  under the section  captioned  "Waivers of Class A
Sales  Charges - Waivers of Initial and  Contingent  Deferred  Sales Charges for
Certain  Purchasers"  on page 29 is  deleted  and  replaced  with the  following
subparagraph:

              o (1)  investment  advisors and  financial  planners who charge an
       advisory,  consulting or other fee for their  services and buy shares for
       their own accounts or the accounts of their clients, (2) Retirement Plans
       and  deferred  compensation  plans and trusts  used to fund  those  Plans
       (including,  for  example,  plans  qualified  or created  under  sections
       401(a),  403(b) or 457 of the Internal  Revenue Code), and "rabbi trusts"
       that buy shares for their own accounts,  in each case if those  purchases
       are made through a broker or agent or other financial  intermediary  that
       has made special  arrangements  with the Distributor for those purchases;
       and (3) clients of such investment advisors or financial planners who buy
       shares for their own accounts may

                                                                  (continued)
                                                    3

<PAGE>



       also purchase  shares without sales charge but only if their accounts are
       linked to a master  account  of their  investment  advisor  or  financial
       planner  on the books  and  records  of the  broker,  agent or  financial
       intermediary   with  which  the   Distributor   has  made  such   special
       arrangements (each of these investors may be charged a fee by the broker,
       agent or financial intermediary for purchasing shares).

11. The section  captioned  "Waivers  of Class A Sales  Charges - Waivers of the
Class A Contingent Deferred Sales Charge for Certain  Redemptions" on page 30 is
replaced by the following:

              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:

              o to make  Automatic  Withdrawal  Plan  payments  that are limited
       annually to no more than 12% of the original account value;

              o  involuntary  redemptions  of  shares  by  operation  of  law or
       involuntary redemptions of small accounts (see "Shareholder Account Rules
       and Policies," below);

              o if, at the time of purchase of shares (prior to May 1, 1997) the
       dealer  agreed in  writing to accept  the  dealer's  portion of the sales
       commission in  installments of 1/18th of the commission per month (and no
       further  commission  will be payable if the shares are redeemed within 18
       months of purchase);

              o if, at the time of  purchase of shares (on or after May 1, 1997)
       the dealer agrees in writing to accept the dealer's  portion of the sales
       commission in  installments of 1/12th of the commission per month (and no
       further  commission  will be payable if the shares are redeemed within 12
       months of purchase);

              o for distributions  from a TRAC-2000 401(k) plan sponsored by the
       Distributor due to the termination of the TRAC-2000 program.

              o 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

                                                                    (continued)
                                                    4

<PAGE>



       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(1) following the death or
       disability (as defined in the Internal  Revenue Code) of the  participant
       or   beneficiary   (the  death  or   disability   must  occur  after  the
       participant's   account   was   established);   (2)  to   return   excess
       contributions; (3) to return contributions made due to a mistake of fact;
       (4) hardship  withdrawals,  as defined in the plan; (5) under a Qualified
       Domestic Relations Order, as defined in the Internal Revenue Code; (6) to
       meet the minimum distribution  requirements of the Internal Revenue Code;
       (7) to establish  "substantially equal periodic payments" as described in
       Section  72(t)  of  the  Internal   Revenue  Code;   (8)  for  retirement
       distributions or loans to participants or  beneficiaries;  (9) separation
       from service; (10) participant-directed redemptions to purchase shares of
       a  mutual  fund  (other  than  a  fund  managed  by  the  Manager  or its
       subsidiary) offered as an investment option in a Retirement Plan in which
       Oppenheimer funds are also offered as investment  options under a special
       arrangement with the Distributor; or (11) plan termination or "in-service
       distributions", if the redemption proceeds are rolled over directly to an
       OppenheimerFunds IRA.

              o for  distributions  from  Retirement  Plans  having  500 or more
       eligible participants,  except distributions due to termination of all of
       the Oppenheimer funds as an investment option under the Plan; and

              o for distributions  from 401(k) plans sponsored by broker-dealers
       that have entered into a special agreement with the Distributor  allowing
       this waiver.

12.  The  following  sentence  is added  to the end of the  fifth  paragraph  in
"Distribution and Service Plans for Class B and Class C Shares" on page 34:

       If a dealer has a special agreement with the Distributor, the Distributor
       will pay the Class B and Class C service fees and the  asset-based  sales
       charges to the dealer  quarterly in lieu of paying the sales  commissions
       and service fees advance at the time of purchase.

                                                                     (continued)
                                                    5

<PAGE>



13.  The  introductory  phrase  in  the  sixth  sub-paragraph  of  "Waivers  for
Redemptions of Shares in Certain Cases" in "Waivers of Class B and Class C Sales
Charges" on page 35 is replaced with the following and a new  sub-section (6) is
added as follows:

         o  distributions from OppenheimerFunds prototype 401(k) plans and from
certain Massachusetts Mutual Life Insurance Company prototype 401(k) plans . . .
       (6) for loans to participants or beneficiaries.

14. The following  sub-paragraph is added at the end of "Waivers for Redemptions
of Shares in Certain Cases" in "Waivers of Class B and Class C Sales Charges" on
page 35:

              o Distributions from 401(k) plans sponsored by broker-dealers that
       have entered into a special agreement with the Distributor  allowing this
       waiver.

15. The section captioned  "Special Investor  Services" is revised by adding the
following after the sub-section captioned "PhoneLink" on page 36:

       Shareholder  Transactions  by Fax.  Beginning May 30, 1997,  requests for
       certain  account  transactions  may be sent to the Transfer  Agent by fax
       (telecopier).  Please call  1-800-525-7048  for  information  about which
       transactions  are  included.  Transaction  requests  submitted by fax are
       subject  to the same rules and  restrictions  as  written  and  telephone
       requests described in this Prospectus.




May 1, 1997                                                          PS0410.008


                                                    6




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