OPPENHEIMER GLOBAL EMERGING GROWTH FUND
Supplement dated March 20, 1997 to the
Prospectus dated January 13, 1997
1. The Supplement dated January 13, 1997 to the Prospectus is
replaced by this Supplement.
2. In addition to paying dealers the regular commission for (1)
sales of Class A shares stated in the sales charge table in "Buying
Class A Shares" on page 27, (2) sales of Class B shares described
in the fifth paragraph in "Distribution and Service Plans for Class
B Shares" on page 34, and (3) sales of Class C shares described in
the fifth paragraph in "Distribution and Service Plans for Class C
Shares" on page 34, the Distributor will pay additional commission
to each broker, dealer and financial institution that has a sales
agreement with the Distributor and agrees to accept that additional
commission (these are referred to as "participating firms") for
Class A, Class B and Class C shares of the Fund sold in "qualifying
transactions" (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 during the promotion. If the additional
commission is paid on the sale of Class A shares of $500,000 or
more or the sale of Class A shares to a SEP IRA with 100 or more
eligible participants and those shares are redeemed within 13
months from the end of the month in which they were purchased, the
participating firm will be required to return the additional
commission.
"Qualifying transactions" are aggregate sales of $150,000 or
more of Class A, Class B and/or Class C shares of any one or more
of the Oppenheimer funds (except money market funds and municipal
bond funds) for rollovers or trustee-to-trustee transfers from
another retirement plan trustee, of IRA assets or other employee
benefit plan assets from an account or investment other than an
account or investment in the Oppenheimer funds to (1) IRAs,
rollover IRAs, SEP IRAs and SAR-SEP IRAs, using the
OppenheimerFunds, Inc. prototype IRA agreement, if the rollover
contribution is received during the period from January 1, 1997
through April 15, 1997 (the "promotion period"), or the acceptance
of a direct rollover or trustee-to-trustee transfer is acknowledged
by the trustee of the OppenheimerFunds prototype IRA during the
promotion period, and (2) IRAs, rollover IRAs, SEP IRAs and SAR-
SEP IRAs using the A.G. Edwards & Sons, Inc. prototype IRA
agreement, if the rollover contribution or trustee-to-trustee
payment is received during the promotion period. "Qualifying
transactions" do not include (1) purchases of Class A shares
intended but not yet made under a Letter of Intent, and (2)
purchases of Class A, Class B and/or Class C shares with the
redemption proceeds from an existing Oppenheimer funds account.
[continued]
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3. The Prospectus is amended by adding the following paragraph at
the end of "How the Fund is Managed" on page 17:
The Board of Trustees of Oppenheimer Global Emerging Growth Fund
(referred to as "Global Emerging Growth Fund" or the "Fund") has
determined that it is in the best interest of the Fund's
shareholders that the Fund reorganize with and into Oppenheimer
Global Fund ("Global Fund"). The Board unanimously approved the
terms of an agreement and plan of reorganization to be entered into
between these funds (the "reorganization plan") and the
transactions contemplated (the transactions are referred to as the
"reorganization"). The Board further determined that the
reorganization should be submitted to the Fund's shareholders for
approval, and recommended that shareholders approve the
reorganization.
Pursuant to the reorganization plan, (i) substantially all of the
assets of the Fund would be exchanged for shares of Global Fund,
(ii) these shares of Global Fund would be distributed to the
shareholders of the Fund, (iii) the Fund would be liquidated, and
(iv) the outstanding shares of the Fund would be cancelled. It is
expected that the reorganization will be tax-free, pursuant to
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended,
and the Fund will request an opinion of tax counsel to that effect.
A meeting of the shareholders of the Fund is scheduled for June 17,
1997 to vote on the reorganization. Approval of the reorganization
requires the affirmative vote of a majority of the outstanding
shares of the Fund (the term "majority" is defined in the
Investment Company Act as a special majority. It is also
explained in the Statement of Additional Information). There is no
assurance that the Fund's shareholders will approve the
reorganization. Details about the proposed reorganization will be
contained in a proxy statement and other soliciting materials which
will be mailed to the Fund's shareholders of record on April 4,
1997. Persons who became shareholders of the Fund after the
record date for the shareholder meeting will not be entitled to
vote on the reorganization.
March 20, 1997 PS0750.013
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