OPPENHEIMER QUEST OFFICERS VALUE FUND
Supplement dated August 1, 1996 to the
Prospectus dated February 15, 1996
The Prospectus is amended as follows:
1. The Prospectus supplement dated May 15, 1996 is hereby replaced.
2. The section captioned "Expenses - Annual Fund Operating
Expenses" is replaced with the following:
- Annual Fund Operating Expenses are paid out of the Fund's
assets and represent the Fund's expenses in operating its
business. For example, the Fund pays management fees to its
investment adviser, OppenheimerFunds, Inc. (referred to in
this Prospectus as the "Manager"). The rates of the
Manager's fees are set forth in "How the Fund is Managed,"
below. The Fund has other regular expenses for services,
such as transfer agent fees, custodial fees paid to the bank
that holds its portfolio securities, audit fees and legal
expenses. Those expenses are detailed in the Fund's
Financial Statements in the Statement of Additional
Information.
The numbers in the table below are projections of the Fund's
business expenses based on the Fund's expenses in its fiscal
year ended October 31, 1995. These amounts are shown as a
percentage of the average net assets of Class A shares of the
Fund for that year. Class B and C shares have not been issued
as of this date; accordingly, expense information for Class B
and Class C shares is not set forth in the table below. The
12b-1 Distribution Plan Fees for Class A shares are service
fees (the maximum fee is 0.25% of average annual net assets
of that class) and the asset-based sales charge of 0.25% of
the average annual net assets of that class. This plan and
the plans for Class B and Class C shares are described in
greater detail in "How to Buy Shares."
The "Management Fees", "12b-1 Distribution Plan Fees" and
"Total Fund Operating Expenses" in the table below have been
restated to reflect voluntary fee waivers by the Manager, the
Distributor (as defined below) and the Sub-Adviser (as
defined below) effective August 1, 1996. These fee waivers
lowered the Fund's overall expense ratio. Without such fee
waivers, the "Management Fees," "12b-1 Distribution Plan
Fees" and "Total Fund Operating Expenses" for Class A shares
would have been 1.00%, 0.50% and 2.47%, respectively. The
voluntary fee waivers are described in "How the Fund is
Managed - Fees and Expenses" and the Statement of Additional
Information and may be modified or withdrawn by the Manager,
the Distributor and the Sub-Adviser at any time.
The actual expenses for Class A shares in future years may be
more or less than the numbers in the table, depending on a
number of factors, including changes in the actual value of
the Fund's assets represented by such shares.
Class A
Shares
Management Fees (Restated) 0.66%
12b-1 Distribution
Plan Fees (Restated) None
Other Expenses 0.97%
-----
Total Fund Operating
Expenses (Restated) 1.63%
- Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below. Assume that you make a $1,000 investment in Class A shares of
the Fund, and the Fund's annual return is 5%, and that its operating
expenses for Class A shares are the ones shown in the Annual Fund
Operating Expenses table above. Your investment would incur the
following expenses by the end of 1, 3, 5 and 10 years whether you
redeemed your shares or did not redeem your shares:
1 year 3 years 5 years 10 years
Class A Shares $73 $106 $141 $240
These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will vary. Currently, only Class A
shares of the Fund are offered, and such Class A shares are only
offered to certain purchasers described below in "About Your Account -
How to Buy Shares" that are eligible to purchase such shares without a
sales charge. Accordingly, these examples do not reflect the maximum
sales charge on purchases which, if imposed, would increase shareholder
transaction expenses.
3. The following paragraphs are eliminated from the section
captioned "Investment Objective and Policies - Other Investment
Restrictions":
- With respect to 75% of its total assets, invest more than
5% of the value of its total assets in the securities of any
one issuer (except that the Fund may in the future invest all
of its investable assets in an open-end management investment
company with substantially the same investment objective and
restrictions as the Fund).
- With respect to 75% of its total assets, purchase more than
10% of the voting securities of any one issuer (this
restriction does not apply to U.S. government securities).
- Purchase more than 10% of any class of security of any
issuer, with all outstanding debt securities and all
preferred stock of an issuer each being considered as one
class (this restriction does not apply to U.S. government
securities).
4. The section captioned "How the Fund is Managed - Fees and
Expenses" is replaced with the following:
- Fees and Expenses. Under the Investment Advisory Agreement,
the Fund has agreed to pay the Manager an annual fee of 1.0%
of the Fund's average net assets. This management fee is
higher than that paid by most other investment companies. A
voluntary waiver of a portion of this fee is currently in
effect, as described below. The Fund pays expenses related
to its daily operations, such as custodian fees, Trustees'
fees, transfer agency fees, legal and auditing costs; the
Fund also reimburses the Manager for bookkeeping and
accounting services performed on behalf of the Fund. Those
expenses are paid out of the Fund's assets and are not paid
directly by shareholders. However, those expenses reduce the
net asset value of shares, and therefore are indirectly borne
by shareholders through their investment. More information
about the investment advisory agreement and the other
expenses paid by the Fund is contained in the Statement of
Additional Information.
The Manager has agreed to pay the Sub-Adviser an annual fee
based on the average daily net assets of the Fund equal to
40% of the advisory fee collected by the Manager based on the
total net assets of the Fund as of November 22, 1995 (the
"Base Amount") plus 30% of the investment advisory fee
collected by the Manager based on the total net assets of the
Fund that exceed the Base Amount. Effective August 1, 1996,
the Sub-Adviser voluntarily agreed to waive its entire
subadvisory fee. Concurrently with such waiver, the Manager
voluntarily agreed to waive that portion of its management
fee equal to what would otherwise have been payable to the
Sub-Adviser if the Sub-Adviser had not waived its subadvisory
fee. As a result, the Manager's management fee rate in
effect as of August 1, 1996 is 0.66%. These expense waivers
may be modified or withdrawn at any time.
5. The section captioned "How to Buy Shares - Class A Shares -
Distribution and Service Plan for Class A Shares" is amended by adding
the following to the end of the first paragraph:
Effective August 1, 1996, the Distributor voluntarily waived
all fees payable to it under the Plan.
August 1, 1996 PS0229.004
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OPPENHEIMER QUEST OFFICERS VALUE FUND
Supplement dated August 1, 1996 to the
Statement of Additional Information dated February 15, 1996
The Statement of Additional Information is amended as follows:
1. The following is added after the fourth paragraph of the section
captioned "How the Fund is Managed - The Manager and Its Affiliates -
The Investment Advisory Agreement":
In addition, effective August 1, 1996, the Manager
voluntarily agreed to waive that portion of its management
fee equal to what the Manager would have been required to pay
the Sub-Adviser under the Subadvisory Agreement described
below. As a result of this fee waiver, the Manager's
management fee rate as of August 1, 1996 is 0.66%.
2. The new sixth paragraph of the section captioned "How the Fund
is Managed - The Manager and Its Affiliates - The Investment Advisory
Agreement" is replaced with the following:
Pursuant to these undertakings, the Manager's fee at the end
of any month will be reduced or eliminated such that there
will not be any accrued but unpaid liability under this
expense limitation and fee waiver. The Manager reserves the
right to terminate or amend the undertakings at any time.
Any assumption of the Fund's expenses and waiver of fees
under these undertakings would lower the Fund's overall
expense ratio and increase its total return during any period
in which the undertakings are in effect.
3. The following is added to the end of the second paragraph of the
section captioned "How the Fund is Managed - Distribution and Service
Plans":
Effective August 1, 1996, the Sub-Adviser voluntarily agreed
to waive its subadvisory fee.
August 1, 1996 PX0229.001
