OPPENHEIMER GLOBAL EMERGING GROWTH FUND
497, 1995-08-31
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OPPENHEIMER GLOBAL EMERGING GROWTH FUND
Supplement dated September 1, 1995, to the
Prospectus dated January 24, 1995
Revised August 4, 1995

The Prospectus is changed as follows:


The following text is added to the paragraph immediately following the
sales charge table on page 25 of the Prospectus:

          In addition to paying dealers the regular commission for
     sales of shares of the Fund stated in the sales charge table in
     "How to Buy Shares" of this Prospectus, the Distributor will pay
     additional commission to each participating broker, dealer and
     financial institution that has a sales agreement with the
     Distributor (these are referred to as "participating firms") for
     shares of the Fund sold in "qualifying transactions" from
     September 1, 1995, through  November 30, 1995 (that period is
     referred to as the "promotion"). The additional commission will
     be 1.00% of the offering price of shares of the Fund sold by a
     registered representative or sales representative of a
     participating firm.

          "Qualifying transactions" are sales by a registered
     representative or sales representative in the amount of $100,000
     or more (calculated at offering price) of Class A and/or Class
     B shares (if offered) of any one or more of the following funds:
     the Fund, Oppenheimer Global Fund, Oppenheimer Global Growth &
     Income Fund, Oppenheimer Main Street Income & Growth Fund,
     Oppenheimer Growth Fund, Oppenheimer International Bond Fund,
     Oppenheimer Limited-Term Government Fund, and Oppenheimer
     Strategic Income Fund. The amount of additional commissions paid
     on sales of shares of some of the other Oppenheimer funds listed
     is different than the additional commissions paid for sales of
     shares of the Fund.  "Qualifying transactions" do not include
     sales of Class A shares (a) at net asset value without sales
     charge, or (b) subject to a contingent deferred sales charge,
     or (c) intended but not yet transacted under a Letter of Intent.
     However,  if shares of the Fund or any of the other Oppenheimer
     funds listed above are purchased at net asset value without
     sales charge during the promotion with the proceeds of shares
     redeemed within the prior 12 months from another mutual fund
     (other than a fund managed by Oppenheimer Management Corporation
     or one of its subsidiaries) on which an initial sales charge or
     contingent sales charge was paid, the amount of the purchase
     will count toward the $100,000 qualifying amount described above
     (but not for the payment of additional commission).

September 1, 1995



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