OPPENHEIMER GLOBAL EMERGING GROWTH FUND
Supplement dated May 1, 1997 to the
Prospectus dated January 13, 1997
The Prospectus is changed as follows:
1. The Supplement dated April 16, 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 will not be 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. 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.
7. 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.
8. 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."
9. 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);
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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. 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 PS0750.015
