OPPENHEIMER QUEST SMALL CAP VALUE FUND
Supplement Dated October 18, 1996
To the Prospectus dated February 15, 1996
The Prospectus is amended as follows:
1. The parenthetical in footnote 1 following the table in
the section captioned "Shareholder Transaction Expenses" on page 3
is revised to read as follows: "($500,000 or more for purchases by
"Retirement Plans," as defined in "Class A Contingent Deferred
Sales Charge" on page 26)."
2. The first and second sentences in the sub-section
captioned "Class A Shares" in "How to Buy Shares-Classes of Shares"
on page 22 are revised to read as follows:
If you buy Class A shares, you may pay an initial sales
charge on investments up to $1 million (up to $500,000
for purchases by "Retirement Plans," as defined in "Class
A Contingent Deferred Sales Charge" on page 26). 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 18 months of buying them, you may pay a
contingent deferred sales charge.
3. The first and second paragraphs in the section captioned
"Class A Contingent Deferred Sales Charge" on page 26 are revised
to read as follows:
There is no initial sales charge on purchases of Class A
shares of any one or more of the Oppenheimer funds in the
following cases:
Purchases aggregating $1 million or more.
Purchases by a retirement plan qualified under sections
401(a) or 401(k) of the Internal Revenue Code, by a non-
qualified deferred compensation plan (not including Section
457 plans), employee benefit plan, group retirement plan (see
"How to Buy Shares - Retirement Plans" in the Statement of
Additional Information for further details), an employee's
403(b)(7) custodial plan account, SEP IRA, SARSEP, or SIMPLE
plan (all of these plans are collectively referred to as
"Retirement Plans"); that: (1) buys shares costing $500,000 or
more or (2) has, at the time of purchase, 100 or more eligible
participants, or (3) certifies that it projects to have annual
plan purchases of $200,000 or more.
Purchases by an OppenheimerFunds Rollover IRA if the
purchases are made (1) through a broker, dealer, bank or
registered investment adviser that has made special
arrangements with the Distributor for these purchases, or (2)
by a direct rollover of a distribution from a qualified
retirement plan if the administrator of that plan has made
special arrangements with the Distributor for those purchases.
The Distributor pays dealers of record commissions 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. That commission will
be paid only on those purchases that were not previously
subject to a front-end sales charge and dealer commission.
No sales commission will be paid to the dealer, broker or
financial institution on sales of Class A shares purchased
with the redemption proceeds of shares of a mutual fund
offered as an investment option in a Retirement Plan in which
Oppenheimer funds are also offered as investment options under
a special arrangement with the Distributor if the purchase
occurs more than 30 days after the addition of the Oppenheimer
funds as an investment option to the Retirement Plan.
4. Effective January 1, 1997, the second sentence in the
section captioned "Special Arrangements with Dealers" on page 27 is
deleted.
5. The section captioned "Waivers of Class A Sales Charges -
Waivers of Initial and Contingent Deferred Sales Charges for
Certain Purchasers" on page 28 is revised by adding the following
subparagraph:
(1) investment advisors and financial planners
who charge an advisory, consulting or other fee for
their services and buy shares for their own accounts
or the accounts of their clients, (2) Retirement
Plans and deferred compensation plans and trusts
used to fund those Plans (including, for example,
plans qualified or created under sections 401(a),
403(b) or 457 of the Internal Revenue Code), and
"rabbi trusts" that buy shares for their own
accounts, in each case if those purchases are made
through a broker or agent or other financial
intermediary that has made special arrangements with
the Distributor for those purchases; and (3) clients
of such investment advisors or financial planners
who buy shares for their own accounts may also
purchase shares without sales charge but only if
their accounts are linked to a master account of
their investment advisor or financial planner on the
books and records of the broker, agent or financial
intermediary with which the Distributor has made
such special arrangements (each of these investors
may be charged a fee by the broker, agent or
financial intermediary for purchasing shares).
6. The section captioned "Waivers of Class A Sales Charges -
Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 30 is revised to read as follows:
The Class A contingent deferred sales charge is also
waived if shares that would otherwise be subject to the
contingent deferred sales charge are redeemed in the
following cases:
to make Automatic Withdrawal Plan payments
that are limited annually to no more than
12% of the original account value;
involuntary redemptions of shares by
operation of law or involuntary redemptions
of small accounts (see "Shareholder Account
Rules and Policies," below);
if, at the time a purchase order is placed
for Class A shares that would otherwise be
subject to the Class A contingent deferred
sales charge, the dealer agrees in writing
to accept the dealer's portion of the
commission payable on the sale 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);
for distributions from a TRAC-2000 401(k)
plan sponsored by the Distributor due to
the termination of the TRAC-2000 program.
for distributions from Retirement Plans,
deferred compensation plans or other
employee benefit plans for any of the
following purposes: (1) following the
death or disability (as defined in the
Internal Revenue Code) of the participant
or beneficiary (the death or disability
must occur after the participant's account
was established); (2) to return excess
contributions; (3) to return contributions
made due to a mistake of fact; (4) hardship
withdrawals, as defined in the plan; (5)
under a Qualified Domestic Relations Order,
as defined in the Internal Revenue Code;
(6) to meet the minimum distribution
requirements of the Internal Revenue Code;
(7) to establish "substantially equal
periodic payments" as described in Section
72(t) of the Internal Revenue Code; (8) for
retirement distributions or loans to
participants or beneficiaries; (9)
separation from service; (10) participant-
directed redemptions to purchase shares of
a mutual fund (other than a fund managed by
the Manager or its subsidiary) offered as
an investment option in a Retirement Plan
in which Oppenheimer funds are also offered
as investment options under a special
arrangement with the Distributor; or (11)
plan termination or "in-service
distributions", if the redemption proceeds
are rolled over directly to an
OppenheimerFunds IRA.
October 18, 1996 PS0251.005
<PAGE>
OPPENHEIMER QUEST SMALL CAP VALUE FUND
Supplement Dated October 18, 1996
to the Statement of Additional Information dated February 15,
1996
The Statement of Additional Information is amended as follows:
1. The section captioned "How To Buy Shares" on page 30 is
revised by adding the following to the end of that section:
Retirement Plans. In describing certain types of employee
benefit plans that may purchase Class A shares without being
subject to the Class A contingent differed sales charge, the term
"employee benefit plan" means any plan or arrangement, whether or
not "qualified" under the Internal Revenue Code, including, medical
savings accounts, payroll deduction plans or similar plans in which
Class A shares are purchased by a fiduciary or other person for the
account of participants who are employees of a single employer or
of affiliated employers, if the Fund account is registered in the
name of the fiduciary or other person for the benefit of
participants in the plan.
The term "group retirement plan" means any qualified or non-
qualified retirement plan (including 457 plans, SEPs, SARSEPs,
403(b) plans, and SIMPLE plans) for employees of a corporation or
a sole proprietorship, members and employees of a partnership or
association or other organized group of persons (the members of
which may include other groups), if the group has made special
arrangements with the Distributor and all members of the group
participating in the plan purchase Class A shares of the Fund
through a single investment dealer, broker or other financial
institution designated by the group.
October 18, 1996 PX0251.002
<PAGE>
OPPENHEIMER QUEST OFFICERS VALUE FUND
Supplement Dated October 18, 1996
to the Statement of Additional Information dated February 15,
1996
The Statement of Additional Information is amended as follows:
1. The section captioned "How To Buy Shares" on page 29 is
revised by adding the following to the end of that section:
Retirement Plans. In describing certain types of employee
benefit plans that may purchase Class A shares without being
subject to the Class A contingent differed sales charge, the term
"employee benefit plan" means any plan or arrangement, whether or
not "qualified" under the Internal Revenue Code, including, medical
savings accounts, payroll deduction plans or similar plans in which
Class A shares are purchased by a fiduciary or other person for the
account of participants who are employees of a single employer or
of affiliated employers, if the Fund account is registered in the
name of the fiduciary or other person for the benefit of
participants in the plan.
The term "group retirement plan" means any qualified or non-
qualified retirement plan (including 457 plans, SEPs, SARSEPs,
403(b) plans, and SIMPLE plans) for employees of a corporation or
a sole proprietorship, members and employees of a partnership or
association or other organized group of persons (the members of
which may include other groups), if the group has made special
arrangements with the Distributor and all members of the group
participating in the plan purchase Class A shares of the Fund
through a single investment dealer, broker or other financial
institution designated by the group.
October 18, 1996 PX0229.002
<PAGE>
OPPENHEIMER QUEST OFFICERS VALUE FUND
Supplement Dated October 18, 1996
To the Prospectus dated February 15, 1996
The Prospectus is amended as follows:
1. The parenthetical in footnote 1 following the table in
the section captioned "Shareholder Transaction Expenses" on page 3
is revised to read as follows: "($500,000 or more for purchases by
"Retirement Plans," as defined in "Class A Contingent Deferred
Sales Charge" on page 24)."
2. The first and second sentences in the sub-section
captioned "Class A Shares" in "How to Buy Shares-Classes of Shares"
on page 20 are revised to read as follows:
If you buy Class A shares, you may pay an initial sales
charge on investments up to $1 million (up to $500,000
for purchases by "Retirement Plans," as defined in "Class
A Contingent Deferred Sales Charge" on page 24). 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 18 months of buying them, you may pay a
contingent deferred sales charge.
3. The first and second paragraphs in the section captioned
"Class A Contingent Deferred Sales Charge" on page 24 are revised
to read as follows:
There is no initial sales charge on purchases of Class A
shares of any one or more of the Oppenheimer funds in the
following cases:
Purchases aggregating $1 million or more.
Purchases by a retirement plan qualified under sections
401(a) or 401(k) of the Internal Revenue Code, by a non-
qualified deferred compensation plan (not including Section
457 plans), employee benefit plan, group retirement plan (see
"How to Buy Shares - Retirement Plans" in the Statement of
Additional Information for further details), an employee's
403(b)(7) custodial plan account, SEP IRA, SARSEP, or SIMPLE
plan (all of these plans are collectively referred to as
"Retirement Plans"); that: (1) buys shares costing $500,000 or
more or (2) has, at the time of purchase, 100 or more eligible
participants, or (3) certifies that it projects to have annual
plan purchases of $200,000 or more.
Purchases by an OppenheimerFunds Rollover IRA if the
purchases are made (1) through a broker, dealer, bank or
registered investment adviser that has made special
arrangements with the Distributor for these purchases, or (2)
by a direct rollover of a distribution from a qualified
retirement plan if the administrator of that plan has made
special arrangements with the Distributor for those purchases.
The Distributor pays dealers of record commissions 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. That commission will
be paid only on those purchases that were not previously
subject to a front-end sales charge and dealer commission.
No sales commission will be paid to the dealer, broker or
financial institution on sales of Class A shares purchased
with the redemption proceeds of shares of a mutual fund
offered as an investment option in a Retirement Plan in which
Oppenheimer funds are also offered as investment options under
a special arrangement with the Distributor if the purchase
occurs more than 30 days after the addition of the Oppenheimer
funds as an investment option to the Retirement Plan.
4. Effective January 1, 1997, the second sentence in the
section captioned "Special Arrangements with Dealers" on page 25 is
deleted.
5. The seventh subparagraph under the section captioned
"Waivers of Class A Sales Charges - Waivers of Initial and
Contingent Deferred Sales Charges for Certain Purchasers" on page
26 is deleted and replaced with the following subparagraph:
(1) investment advisors and financial planners
who charge an advisory, consulting or other fee for
their services and buy shares for their own accounts
or the accounts of their clients, (2) Retirement
Plans and deferred compensation plans and trusts
used to fund those Plans (including, for example,
plans qualified or created under sections 401(a),
403(b) or 457 of the Internal Revenue Code), and
"rabbi trusts" that buy shares for their own
accounts, in each case if those purchases are made
through a broker or agent or other financial
intermediary that has made special arrangements with
the Distributor for those purchases; and (3) clients
of such investment advisors or financial planners
who buy shares for their own accounts may also
purchase shares without sales charge but only if
their accounts are linked to a master account of
their investment advisor or financial planner on the
books and records of the broker, agent or financial
intermediary with which the Distributor has made
such special arrangements (each of these investors
may be charged a fee by the broker, agent or
financial intermediary for purchasing shares).
6. The section captioned "Waivers of Class A Sales Charges -
Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 27 is revised to read as follows:
The Class A contingent deferred sales charge is also
waived if shares that would otherwise be subject to the
contingent deferred sales charge are redeemed in the
following cases:
to make Automatic Withdrawal Plan payments
that are limited annually to no more than
12% of the original account value;
involuntary redemptions of shares by
operation of law or involuntary redemptions
of small accounts (see "Shareholder Account
Rules and Policies," below);
if, at the time a purchase order is placed
for Class A shares that would otherwise be
subject to the Class A contingent deferred
sales charge, the dealer agrees in writing
to accept the dealer's portion of the
commission payable on the sale 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);
for distributions from a TRAC-2000 401(k)
plan sponsored by the Distributor due to
the termination of the TRAC-2000 program.
for distributions from Retirement Plans,
deferred compensation plans or other
employee benefit plans for any of the
following purposes: (1) following the
death or disability (as defined in the
Internal Revenue Code) of the participant
or beneficiary (the death or disability
must occur after the participant's account
was established); (2) to return excess
contributions; (3) to return contributions
made due to a mistake of fact; (4) hardship
withdrawals, as defined in the plan; (5)
under a Qualified Domestic Relations Order,
as defined in the Internal Revenue Code;
(6) to meet the minimum distribution
requirements of the Internal Revenue Code;
(7) to establish "substantially equal
periodic payments" as described in Section
72(t) of the Internal Revenue Code; (8) for
retirement distributions or loans to
participants or beneficiaries; (9)
separation from service; (10) participant-
directed redemptions to purchase shares of
a mutual fund (other than a fund managed by
the Manager or its subsidiary) offered as
an investment option in a Retirement Plan
in which Oppenheimer funds are also offered
as investment options under a special
arrangement with the Distributor; or (11)
plan termination or "in-service
distributions", if the redemption proceeds
are rolled over directly to an
OppenheimerFunds IRA.
October 18, 1996 PS0229.005
<PAGE>
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Supplement Dated October 18, 1996
to the Statement of Additional Information dated February 15,1996
The Statement of Additional Information is amended as follows:
1. The section captioned "How To Buy Shares" on page 23 is
revised by adding the following to the end of that section:
Retirement Plans. In describing certain types of employee
benefit plans that may purchase Class A shares without being
subject to the Class A contingent differed sales charge, the term
"employee benefit plan" means any plan or arrangement, whether or
not "qualified" under the Internal Revenue Code, including, medical
savings accounts, payroll deduction plans or similar plans in which
Class A shares are purchased by a fiduciary or other person for the
account of participants who are employees of a single employer or
of affiliated employers, if the Fund account is registered in the
name of the fiduciary or other person for the benefit of
participants in the plan.
The term "group retirement plan" means any qualified or non-
qualified retirement plan (including 457 plans, SEPs, SARSEPs,
403(b) plans, and SIMPLE plans) for employees of a corporation or
a sole proprietorship, members and employees of a partnership or
association or other organized group of persons (the members of
which may include other groups), if the group has made special
arrangements with the Distributor and all members of the group
participating in the plan purchase Class A shares of the Fund
through a single investment dealer, broker or other financial
institution designated by the group.
October 18, 1996 PX0236.002
<PAGE>
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Supplement Dated October 18, 1996
To the Prospectus dated February 15, 1996
The Prospectus is amended as follows:
1. The Supplement dated September 13, 1996 is replaced by
this Supplement.
2. The parenthetical in footnote 1 following the table in
the section captioned "Shareholder Transaction Expenses" on page 3
is revised to read as follows: "($500,000 or more for purchases by
"Retirement Plans," as defined in "Class A Contingent Deferred
Sales Charge" on page 26)."
3. The first and second sentences in the sub-section
captioned "Class A Shares" in "How to Buy Shares-Classes of Shares"
on page 22 are revised to read as follows:
If you buy Class A shares, you may pay an initial sales
charge on investments up to $1 million (up to $500,000
for purchases by "Retirement Plans," as defined in "Class
A Contingent Deferred Sales Charge" on page 26). 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 18 months of buying them, you may pay a
contingent deferred sales charge.
4. The first and second paragraphs in the section captioned
"Class A Contingent Deferred Sales Charge" on page 26 are revised
to read as follows:
There is no initial sales charge on purchases of Class A
shares of any one or more of the Oppenheimer funds in the
following cases:
Purchases aggregating $1 million or more.
Purchases by a retirement plan qualified under sections
401(a) or 401(k) of the Internal Revenue Code, by a non-
qualified deferred compensation plan (not including Section
457 plans), employee benefit plan, group retirement plan (see
"How to Buy Shares - Retirement Plans" in the Statement of
Additional Information for further details), an employee's
403(b)(7) custodial plan account, SEP IRA, SARSEP, or SIMPLE
plan (all of these plans are collectively referred to as
"Retirement Plans"); that: (1) buys shares costing $500,000 or
more or (2) has, at the time of purchase, 100 or more eligible
participants, or (3) certifies that it projects to have annual
plan purchases of $200,000 or more.
Purchases by an OppenheimerFunds Rollover IRA if the
purchases are made (1) through a broker, dealer, bank or
registered investment adviser that has made special
arrangements with the Distributor for these purchases, or (2)
by a direct rollover of a distribution from a qualified
retirement plan if the administrator of that plan has made
special arrangements with the Distributor for those purchases.
The Distributor pays dealers of record commissions 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. That commission will
be paid only on those purchases that were not previously
subject to a front-end sales charge and dealer commission.
No sales commission will be paid to the dealer, broker or
financial institution on sales of Class A shares purchased
with the redemption proceeds of shares of a mutual fund
offered as an investment option in a Retirement Plan in which
Oppenheimer funds are also offered as investment options under
a special arrangement with the Distributor if the purchase
occurs more than 30 days after the addition of the Oppenheimer
funds as an investment option to the Retirement Plan.
5. Effective January 1, 1997, the second sentence in the
section captioned "Special Arrangements with Dealers" on page 27 is
deleted.
6. The section captioned "Waivers of Class A Sales Charges -
Waivers of Initial and Contingent Deferred Sales Charges for
Certain Purchasers" on page 28 is revised by adding the following
subparagraph:
(1) investment advisors and financial planners
who charge an advisory, consulting or other fee for
their services and buy shares for their own accounts
or the accounts of their clients, (2) Retirement
Plans and deferred compensation plans and trusts
used to fund those Plans (including, for example,
plans qualified or created under sections 401(a),
403(b) or 457 of the Internal Revenue Code), and
"rabbi trusts" that buy shares for their own
accounts, in each case if those purchases are made
through a broker or agent or other financial
intermediary that has made special arrangements with
the Distributor for those purchases; and (3) clients
of such investment advisors or financial planners
who buy shares for their own accounts may also
purchase shares without sales charge but only if
their accounts are linked to a master account of
their investment advisor or financial planner on the
books and records of the broker, agent or financial
intermediary with which the Distributor has made
such special arrangements (each of these investors
may be charged a fee by the broker, agent or
financial intermediary for purchasing shares).
7. The section captioned "Waivers of Class A Sales Charges -
Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 30 is revised to read as follows:
The Class A contingent deferred sales charge is also
waived if shares that would otherwise be subject to the
contingent deferred sales charge are redeemed in the
following cases:
to make Automatic Withdrawal Plan payments
that are limited annually to no more than
12% of the original account value;
involuntary redemptions of shares by
operation of law or involuntary redemptions
of small accounts (see "Shareholder Account
Rules and Policies," below);
if, at the time a purchase order is placed
for Class A shares that would otherwise be
subject to the Class A contingent deferred
sales charge, the dealer agrees in writing
to accept the dealer's portion of the
commission payable on the sale 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);
for distributions from a TRAC-2000 401(k)
plan sponsored by the Distributor due to
the termination of the TRAC-2000 program.
for distributions from Retirement Plans,
deferred compensation plans or other
employee benefit plans for any of the
following purposes: (1) following the
death or disability (as defined in the
Internal Revenue Code) of the participant
or beneficiary (the death or disability
must occur after the participant's account
was established); (2) to return excess
contributions; (3) to return contributions
made due to a mistake of fact; (4) hardship
withdrawals, as defined in the plan; (5)
under a Qualified Domestic Relations Order,
as defined in the Internal Revenue Code;
(6) to meet the minimum distribution
requirements of the Internal Revenue Code;
(7) to establish "substantially equal
periodic payments" as described in Section
72(t) of the Internal Revenue Code; (8) for
retirement distributions or loans to
participants or beneficiaries; (9)
separation from service; (10) participant-
directed redemptions to purchase shares of
a mutual fund (other than a fund managed by
the Manager or its subsidiary) offered as
an investment option in a Retirement Plan
in which Oppenheimer funds are also offered
as investment options under a special
arrangement with the Distributor; or (11)
plan termination or "in-service
distributions", if the redemption proceeds
are rolled over directly to an
OppenheimerFunds IRA.
October 18, 1996 PS0236.002
<PAGE>
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
Supplement Dated October 18, 1996
To the Prospectus dated February 15, 1996
The Prospectus is amended as follows:
1. The parenthetical in footnote 1 following the table in
the section captioned "Shareholder Transaction Expenses" on page 3
is revised to read as follows: "($500,000 or more for purchases by
"Retirement Plans," as defined in "Class A Contingent Deferred
Sales Charge" on page 28)."
2. The first and second sentences in the sub-section
captioned "Class A Shares" in "How to Buy Shares-Classes of Shares"
on page 24 are revised to read as follows:
If you buy Class A shares, you may pay an initial sales
charge on investments up to $1 million (up to $500,000
for purchases by "Retirement Plans," as defined in "Class
A Contingent Deferred Sales Charge" on page 28). 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 18 months of buying them, you may pay a
contingent deferred sales charge.
3. The first and second paragraphs in the section captioned
"Class A Contingent Deferred Sales Charge" on page 28 are revised
to read as follows:
There is no initial sales charge on purchases of Class A
shares of any one or more of the Oppenheimer funds in the
following cases:
Purchases aggregating $1 million or more.
Purchases by a retirement plan qualified under sections
401(a) or 401(k) of the Internal Revenue Code, by a non-
qualified deferred compensation plan (not including Section
457 plans), employee benefit plan, group retirement plan (see
"How to Buy Shares - Retirement Plans" in the Statement of
Additional Information for further details), an employee's
403(b)(7) custodial plan account, SEP IRA, SARSEP, or SIMPLE
plan (all of these plans are collectively referred to as
"Retirement Plans"); that: (1) buys shares costing $500,000 or
more or (2) has, at the time of purchase, 100 or more eligible
participants, or (3) certifies that it projects to have annual
plan purchases of $200,000 or more.
Purchases by an OppenheimerFunds Rollover IRA if the
purchases are made (1) through a broker, dealer, bank or
registered investment adviser that has made special
arrangements with the Distributor for these purchases, or (2)
by a direct rollover of a distribution from a qualified
retirement plan if the administrator of that plan has made
special arrangements with the Distributor for those purchases.
The Distributor pays dealers of record commissions 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. That commission will
be paid only on those purchases that were not previously
subject to a front-end sales charge and dealer commission.
No sales commission will be paid to the dealer, broker or
financial institution on sales of Class A shares purchased
with the redemption proceeds of shares of a mutual fund
offered as an investment option in a Retirement Plan in which
Oppenheimer funds are also offered as investment options under
a special arrangement with the Distributor if the purchase
occurs more than 30 days after the addition of the Oppenheimer
funds as an investment option to the Retirement Plan.
4. Effective January 1, 1997, the second sentence in the
section captioned "Special Arrangements with Dealers" on page 29 is
deleted.
5. The section captioned "Waivers of Class A Sales Charges -
Waivers of Initial and Contingent Deferred Sales Charges for
Certain Purchasers" on page 30 is revised by adding the following
subparagraph:
(1) investment advisors and financial planners
who charge an advisory, consulting or other fee for
their services and buy shares for their own accounts
or the accounts of their clients, (2) Retirement
Plans and deferred compensation plans and trusts
used to fund those Plans (including, for example,
plans qualified or created under sections 401(a),
403(b) or 457 of the Internal Revenue Code), and
"rabbi trusts" that buy shares for their own
accounts, in each case if those purchases are made
through a broker or agent or other financial
intermediary that has made special arrangements with
the Distributor for those purchases; and (3) clients
of such investment advisors or financial planners
who buy shares for their own accounts may also
purchase shares without sales charge but only if
their accounts are linked to a master account of
their investment advisor or financial planner on the
books and records of the broker, agent or financial
intermediary with which the Distributor has made
such special arrangements (each of these investors
may be charged a fee by the broker, agent or
financial intermediary for purchasing shares).
6. The section captioned "Waivers of Class A Sales Charges -
Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 32 is revised to read as follows:
The Class A contingent deferred sales charge is also
waived if shares that would otherwise be subject to the
contingent deferred sales charge are redeemed in the
following cases:
to make Automatic Withdrawal Plan payments
that are limited annually to no more than
12% of the original account value;
involuntary redemptions of shares by
operation of law or involuntary redemptions
of small accounts (see "Shareholder Account
Rules and Policies," below);
if, at the time a purchase order is placed
for Class A shares that would otherwise be
subject to the Class A contingent deferred
sales charge, the dealer agrees in writing
to accept the dealer's portion of the
commission payable on the sale 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);
for distributions from a TRAC-2000 401(k)
plan sponsored by the Distributor due to
the termination of the TRAC-2000 program.
for distributions from Retirement Plans,
deferred compensation plans or other
employee benefit plans for any of the
following purposes: (1) following the
death or disability (as defined in the
Internal Revenue Code) of the participant
or beneficiary (the death or disability
must occur after the participant's account
was established); (2) to return excess
contributions; (3) to return contributions
made due to a mistake of fact; (4) hardship
withdrawals, as defined in the plan; (5)
under a Qualified Domestic Relations Order,
as defined in the Internal Revenue Code;
(6) to meet the minimum distribution
requirements of the Internal Revenue Code;
(7) to establish "substantially equal
periodic payments" as described in Section
72(t) of the Internal Revenue Code; (8) for
retirement distributions or loans to
participants or beneficiaries; (9)
separation from service; (10) participant-
directed redemptions to purchase shares of
a mutual fund (other than a fund managed by
the Manager or its subsidiary) offered as
an investment option in a Retirement Plan
in which Oppenheimer funds are also offered
as investment options under a special
arrangement with the Distributor; or (11)
plan termination or "in-service
distributions", if the redemption proceeds
are rolled over directly to an
OppenheimerFunds IRA.
October 18, 1996 PS0257.004
<PAGE>
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
Supplement Dated October 18, 1996
to the Statement of Additional Information dated February 15,
1996
The Statement of Additional Information is amended as follows:
1. The section captioned "How To Buy Shares" on page 32 is
revised by adding the following to the end of that section:
Retirement Plans. In describing certain types of employee
benefit plans that may purchase Class A shares without being
subject to the Class A contingent differed sales charge, the term
"employee benefit plan" means any plan or arrangement, whether or
not "qualified" under the Internal Revenue Code, including, medical
savings accounts, payroll deduction plans or similar plans in which
Class A shares are purchased by a fiduciary or other person for the
account of participants who are employees of a single employer or
of affiliated employers, if the Fund account is registered in the
name of the fiduciary or other person for the benefit of
participants in the plan.
The term "group retirement plan" means any qualified or non-
qualified retirement plan (including 457 plans, SEPs, SARSEPs,
403(b) plans, and SIMPLE plans) for employees of a corporation or
a sole proprietorship, members and employees of a partnership or
association or other organized group of persons (the members of
which may include other groups), if the group has made special
arrangements with the Distributor and all members of the group
participating in the plan purchase Class A shares of the Fund
through a single investment dealer, broker or other financial
institution designated by the group.
October 18, 1996 PX0257.001
