OPPENHEIMER GLOBAL EMERGING GROWTH FUND
Supplement dated June 13, 1997 to the
Prospectus dated January 13, 1997
The Prospectus is changed as follows:
1. The Supplement dated May 1, 1997 to the Prospectus is
replaced by this Supplement.
2. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is revised to read as follows:
(1) If you invest $1 million or more
($500,000 or more for purchases by
"Retirement Plans", as defined in "Buying
Class A Shares - 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 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 are contained in a proxy statement and other
soliciting materials which have been 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 are not entitled to vote on the
reorganization.
4. In "Class A Shares" under "Classes of Shares" on page
22, the second sentence is replaced by the following: "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."
5. The following is added to "Which Class of Shares Should
You Choose? - How Does it Affect Payments To My Broker?" on
page 24: "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."
6. The following is added as the first paragraph under the
heading "How To Buy Shares - How Much Must You Invest?" on
page 25:
Shares of the Fund are not available for sale to new
investors, including shares purchased by exchange from
other Oppenheimer funds, lump-sum purchases, and
purchases under an Asset Builder Plan (described on page
26) or by reinvestment of dividends or distributions from
other Oppenheimer funds, or under the "Reinvestment
Privilege" (described on pages 36 and 37). Existing Fund
shareholders may purchase additional Fund shares through
subsequent investments or reinvestment of Fund dividends
or distributions. The foregoing is subject to the right
of the Fund and the Distributor, in their complete
discretion, to modify or terminate the terms of this
offer at any time without prior notice. The remaining
sections of this Prospectus are hereby amended to conform
to the terms of this offer.
7. In the second paragraph of "Buying Class A Shares - Class
A Contingent Deferred Sales Charge" on page 27 the first
sentence 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.
8. In the third paragraph of "Buying Class A Shares - Class
A Contingent Deferred Sales Charge" on page 28, 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.
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 third sub-paragraph in "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on
page 31 is replaced by the following:
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);
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);
11. The following subparagraphs are added at the end of
"Waivers of the Class A Contingent Deferred Sales Charge for
Certain Redemptions" on page 31:
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 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
service fee and the asset-based sales charge to the
dealer quarterly in lieu of paying the sales
commission and service fee advance at the time of
purchase.
13. The following is added as a new penultimate sentence to
the sixth paragraph of "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 shall pay the Class C
service fee and asset-based sales charge to the
dealer quarterly in lieu of paying the sales
commission and service fee advance at the time of
purchase.
14. The introductory phrase in the fourth sub-paragraph of
"Waivers for Redemptions 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:
distributions from OppenheimerFunds
prototype 401(k) plans and from certain
Massachusetts Mutual Life Insurance Company
prototype 401(k) plans . . . or (6) for loans to
participants or beneficiaries.
15. The following sub-paragraph is added at the end of
"Waivers for Redemptions in Certain Cases" in "Waivers of
Class B and Class C Sales Charges" on page 35:
Distributions from 401(k) plans sponsored
by broker-dealers that have entered into a special
agreement with the Distributor allowing this
waiver.
16. The section captioned "Special Investor Services" on page
35 is revised by adding the following after the sub-section
captioned "PhoneLink":
Shareholder Transactions by Fax. 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.
June 13, 1997 PS0750.016
