Registration No. 33-15489
File No. 811-5225
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. ___ / /
POST-EFFECTIVE AMENDMENT NO. 37 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 /X/
Amendment No. 40 /X/
OPPENHEIMER QUEST FOR VALUE FUNDS
- -------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048-0203
- -------------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 323-0200
- -------------------------------------------------------------------
(Registrant's Telephone Number)
Andrew J. Donohue
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
- -------------------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
/ / Immediately upon filing pursuant to paragraph (b)
/ / On pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/X/ On December 16, 1996 pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a) (2)
/ / On _________, pursuant to paragraph (a)(2)
of Rule 485.
- -------------------------------------------------------------------
Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended October 31, 1996, will be filed no later than December
, 1996.
<PAGE>
OPPENHEIMER QUEST FOR VALUE FUNDS
FORM N-1A
Cross Reference Sheet
Oppenheimer Quest Small Cap Value Fund*,
a series of the Registrant
Part A of
Form N-1A
Item No. Prospectus Heading
- --------- ------------------
1 Cover Page
2 Expenses; A Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies
5 Expenses; How the Fund is Managed; Back Cover
5A Performance of the Fund
6 How the Fund is Managed - Organization and History;
Dividends, Capital Gains and Taxes; The Transfer Agent
7 How to Buy Shares; Special Investor Services; How to Sell
Shares; How to Exchange Shares; Service Plan For Class A
Shares; Distribution and Service Plans for Class B Shares
and Class C Shares; Shareholder Account Rules and Policies
8 Special Investor Services; How to Sell Shares; How to
Exchange Shares
9 **
Part B of
Form N-1A
Item No. Heading in Statement of Additional Information
- --------- ----------------------------------------------
10 Cover Page
11 Cover Page
12 **
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Other Investment Restrictions
14 How the Fund is Managed - Trustees and Officers of the
Trust
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans;
Additional Information about the Fund
17 How the Fund is Managed
18 Additional Information about the Fund
19 About Your Account - How to Buy Shares, How to Sell
Shares, How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Additional Information About the
Fund - The Distributor; Distribution and Service Plans
22 Performance of the Fund
23 Financial Statements
________________________
* Not being filed with this Post-Effective Amendment No. 37
** Not applicable or negative answer.
<PAGE>
OPPENHEIMER QUEST FOR VALUE FUNDS
FORM N-1A
Cross Reference Sheet
Oppenheimer Quest Growth & Income Value Fund*,
a series of the Registrant
Part A of
Form N-1A
Item No. Prospectus Heading
- --------- ------------------
1 Cover Page
2 Expenses; A Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies
5 Expenses; How the Fund is Managed; Back Cover
5A Performance of the Fund
6 How the Fund is Managed - Organization and History;
Dividends, Capital Gains and Taxes; The Transfer Agent
7 How to Buy Shares; Special Investor Services; How to Sell
Shares; How to Exchange Shares; Service Plan For Class A
Shares; Distribution and Service Plans for Class B Shares
and Class C Shares; Shareholder Account Rules and Policies
8 Special Investor Services; How to Sell Shares; How to
Exchange Shares
9 **
Part B of
Form N-1A
Item No. Heading in Statement of Additional Information
- --------- ----------------------------------------------
10 Cover Page
11 Cover Page
12 **
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Other Investment Restrictions
14 How the Fund is Managed - Trustees and Officers of the
Trust
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans;
Additional Information about the Fund
17 How the Fund is Managed
18 Additional Information about the Fund
19 About Your Account - How to Buy Shares, How to Sell
Shares, How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Additional Information About the
Fund - The Distributor; Distribution and Service Plans
22 Performance of the Fund
23 Financial Statements
________________________
* Not being filed with this Post-Effective Amendment No. 37
** Not applicable or negative answer.
<PAGE>
OPPENHEIMER QUEST FOR VALUE FUNDS
FORM N-1A
Cross Reference Sheet
Oppenheimer Quest Opportunity Value Fund*,
a series of the Registrant
Part A of
Form N-1A
Item No. Prospectus Heading
- --------- ------------------
1 Cover Page
2 Expenses; A Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies
5 Expenses; How the Fund is Managed; Back Cover
5A Performance of the Fund
6 How the Fund is Managed - Organization and History;
Dividends, Capital Gains and Taxes; The Transfer Agent
7 How to Buy Shares; Special Investor Services; How to Sell
Shares; How to Exchange Shares; Service Plan For Class A
Shares; Distribution and Service Plans for Class B Shares
and Class C Shares; Shareholder Account Rules and Policies
8 Special Investor Services; How to Sell Shares; How to
Exchange Shares
9 *
Part B of
Form N-1A
Item No. Heading in Statement of Additional Information
- --------- ----------------------------------------------
10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Other Investment Restrictions
14 How the Fund is Managed - Trustees and Officers of the
Trust
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans;
Additional Information about the Fund
17 How the Fund is Managed
18 Additional Information about the Fund
19 About Your Account - How to Buy Shares, How to Sell
Shares, How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Additional Information About the
Fund - The Distributor; Distribution and Service Plans
22 Performance of the Fund
23 Financial Statements
________________________
* Not applicable or negative answer.
<PAGE>
OPPENHEIMER QUEST FOR VALUE FUNDS
FORM N-1A
Cross Reference Sheet
Oppenheimer Quest Officers Value Fund*,
a series of the Registrant
Part A of
Form N-1A
Item No. Prospectus Heading
- --------- ------------------
1 Cover Page
2 Expenses; A Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies
5 Expenses; How the Fund is Managed; Back Cover
5A Performance of the Fund
6 How the Fund is Managed - Organization and History;
Dividends, Capital Gains and Taxes; The Transfer Agent
7 How to Buy Shares; Special Investor Services; How to Sell
Shares; How to Exchange Shares; Service Plan For Class A
Shares; Distribution and Service Plans for Class B Shares
and Class C Shares; Shareholder Account Rules and Policies
8 Special Investor Services; How to Sell Shares; How to
Exchange Shares
9 **
Part B of
Form N-1A
Item No. Heading in Statement of Additional Information
- --------- ----------------------------------------------
10 Cover Page
11 Cover Page
12 **
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Other Investment Restrictions
14 How the Fund is Managed - Trustees and Officers of the
Trust
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans;
Additional Information about the Fund
17 How the Fund is Managed
18 Additional Information about the Fund
19 About Your Account - How to Buy Shares, How to Sell
Shares, How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Additional Information About the
Fund - The Distributor; Distribution and Service Plans
22 Performance of the Fund
23 Financial Statements
________________________
* Not being filed with this Post-Effective Amendment No. 37
** Not applicable or negative answer.
<PAGE>
Oppenheimer
Quest Opportunity Value Fund
Prospectus dated December 16, 1996
Oppenheimer Quest Opportunity Value Fund is a mutual fund that seeks
growth of capital over time through investments in a diversified portfolio
of common stocks, bonds and cash equivalents, the proportions of which
will vary based upon management's assessment of the relative values of
each investment under prevailing market conditions. In an uncertain
investment environment, the Fund may stress defensive investment methods.
Please refer to "Investment Policies and Strategies" for more information
about the types of securities in which the Fund invests and refer to
"Investment Risks" for a discussion of the risks of investing in the Fund.
This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it
for future reference. You can find more detailed information about the
Fund in the December 16, 1996 Statement of Additional Information. For a
free copy, call OppenheimerFunds Services, the Fund's Transfer Agent, at
1-800-525-7048, or write to the Transfer Agent at the address on the back
cover. The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).
(OppenheimerFunds logo)
Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, are not insured by the F.D.I.C. or any other
agency, and involve investment risks, including the possible loss of the
principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Contents
ABOUT THE FUND
Expenses
A Brief Overview of the Fund
Financial Highlights
Investment Objective and Policies
Investment Risks
Investment Techniques and Strategies
How the Fund is Managed
Performance of the Fund
ABOUT YOUR ACCOUNT
How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
How to Sell Shares
By Mail
By Telephone
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes
Appendix A: Special Sales Charge Arrangements for Shareholders
of the Former Quest for Value Funds
<PAGE>
A B O U T T H E F U N D
Expenses
The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services, and
those expenses are subtracted from the Fund's assets to calculate the
Fund's net asset value per share. All shareholders therefore pay those
expenses indirectly. Shareholders pay other expenses directly, such as
sales charges and account transaction charges. The following tables are
provided to help you understand your direct expenses of investing in the
Fund and your share of the Fund's business operating expenses that you
will bear indirectly. The numbers below are based on the Fund's expenses
during its last fiscal year ended October 31, 1996.
- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account" from
pages __ through __ for an explanation of how and when these charges
apply.
<TABLE>
<CAPTION>
Class Class Class Class
A Shares B Shares C Shares Y Shares
<S> <C> <C> <C> <C>
Maximum Sales Charge
on Purchases
(as a % of
offering price) 5.75% None None None
- --------------------------------------------------------------------------
Maximum Deferred Sales
Charge (as a % of
the lower of the
original offering
price or redemption
proceeds) None(1) 5% in the first 1% if None
year, declining redeemed
to 1% in the within 12
sixth year months of
and eliminated purchase(2)
thereafter(2)
- --------------------------------------------------------------------------
Maximum Sales Charge
on Reinvested
Dividends None None None None
- --------------------------------------------------------------------------
Exchange Fee None None None None
</TABLE>
(1)If you invest $1 million or more ($500,000 or more for purchases by
"Retirement Plans," as defined in "Class A Contingent Deferred Sales
Charge" on page _____) in Class A shares, you may have to pay a sales
charge of up to 1% if you sell your shares within 18 calendar months from
the end of the calendar month during which you purchased those shares,
depending upon when you purchased such shares. See "How to Buy Shares -
Buying Class A Shares," below.
(2)See "How to Buy Shares - Buying Class B Shares" and "How to Buy Shares
- - Buying Class C Shares," below, for more information on the contingent
deferred sales charges.
- Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses of 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 the Fund's portfolio
securities, audit fees and legal expenses. Those expenses are detailed
in the Fund's Financial Statements in the Statement of Additional
Information.
Annual Fund Operating Expenses (As a Percentage of Average Net
Assets)
<TABLE>
<capton>
Class A Class B Class C Class Y
Shares Shares Shares Shares
- ---------------------------------------------------------
<S> <C> <C> <C> <C>
Management Fees ____% ____% ____% ____%
- ----------------------------------------------------------
12b-1 Distribution
Plan Fees ____% ____% ____% None
- ----------------------------------------------------------
Other Expenses ____% ____% ____% ____%
- ----------------------------------------------------------
Total Fund
Operating Expenses ____% ___% ____% ____%
</TABLE>
The numbers in the chart above are based upon the Fund's
expenses
in its last fiscal year ended October 31, 1996. These amounts are shown
as a percentage of the average net assets of each class of the Fund's
shares for that year. 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. For Class B and Class C shares, the 12b-
1 Distribution Plan Fees are the service fees of 0.25% of average annual
net assets of the class, and the asset-based sales charge of 0.75% of the
average annual net assets of the class. These plans are described in
greater detail in "How to Buy Shares."
The actual expenses for each class of shares in future years may
be
more or less than the numbers in the chart, depending on a number of
factors, including the actual value of the Fund's assets represented by
each class of shares. Class Y shares were not available during the fiscal
year ended October 31, 1996. Accordingly, the Annual Fund Operating
Expenses shown for Class Y shares are estimates based on amounts that
would have been payable in that period assuming that Class Y shares were
outstanding during such fiscal year.
- 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 each class of shares
of the Fund, that the Fund's annual return is 5%, that its operating
expenses for each class are the ones shown in the Annual Fund Operating
Expenses chart above and that Class B shares automatically convert into
Class A shares six years after purchase. If you were to redeem your
shares at the end of each period shown below, your investment would incur
the following expenses by the end of 1, 3, 5 and 10 years:
1 year 3 years 5 years 10 years(1)
- -------------------------------------------------------------
Class A Shares $ $ $ $
Class B Shares $ $ $ $
Class C Shares $ $ $ $
Class Y Shares $ $ $ $
If you did not redeem your investment, it would incur the following
expenses:
1 year 3 years 5 years 10 years(1)
- -------------------------------------------------------------
Class A Shares $ $ $ $
Class B Shares $ $ $ $
Class C Shares $ $ $ $
Class Y Shares $ $ $ $
(1) In the first example, expenses include the Class A initial sales
charge and the applicable Class B or Class C contingent deferred sales
charge. In the second example, Class A expenses include the initial sales
charge, but Class B and Class C expenses do not include contingent
deferred sales charges. The Class B expenses in years 7 through 10 are
based on the Class A expenses shown above, because the Fund automatically
converts your Class B shares into Class A shares after 6 years. Because
of the effect of the asset-based sales charge and the contingent deferred
sales charge imposed on Class B and Class C shares, long-term holders of
Class B and Class C shares could pay the economic equivalent of more than
the maximum front-end sales charge allowed under applicable regulations.
For Class B shareholders, the automatic conversion of Class B shares to
Class A shares is designed to minimize the likelihood that this will
occur. Please refer to "How to Buy Shares - Buying Class B Shares" for
more information.
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 may be more or less than those shown.
<PAGE>
A Brief Overview of the Fund
Some of the important facts about the Fund are summarized below,
with
references to the section of this Prospectus where more complete
information can be found. You should carefully read the entire Prospectus
before making a decision about investing in the Fund. Keep the Prospectus
for reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.
- What is the Fund's Investment Objective? The Fund's investment
objective is to seek growth of capital over time through investments in
a diversified portfolio of common stocks, bonds and cash equivalents, the
proportions of which will vary based upon management's assessment of the
relative value of each investment under prevailing market conditions.
- What Does the Fund Invest In? The Fund will normally invest
primarily in common stocks and securities convertible into common stock.
During periods when common stocks appear to be overvalued or when value
differentials are such that fixed-income obligations appear to present
meaningful capital growth opportunities relative to common stocks, or
pending investment in securities with capital growth opportunities, the
Fund may invest up to 100% of its total assets in bonds and other fixed-
income obligations. To provide liquidity, the Fund typically invests a
part of its assets in various types of U.S. government securities and
money market instruments. For temporary defensive purposes, the Fund may
invest up to 100% of its assets in such securities. These investments are
more fully explained in "Investment Policies and Strategies," starting on
page __.
- Who Manages the Fund? The Manager supervises the Fund's
investment
program and handles its day-to-day business. The Manager (including a
subsidiary) manages investment company portfolios having over $55 billion
in assets as of September 30, 1996. The Manager is paid an advisory fee
by the Fund, based on its net assets. The Fund's sub-adviser is OpCap
Advisors (the "Sub-Adviser") which is paid a fee by the Manager, not the
Fund. The Sub-Adviser provided day-to-day portfolio management of the
Fund. The Fund's portfolio manager is employed by the Sub-Adviser and is
primarily responsible for the selection of the Fund's securities. The
Board of Trustees, elected by shareholders, oversees the Manager, the Sub-
Adviser and the portfolio manager. Please refer to "How the Fund is
Managed" starting on page __ for more information about the Manager, the
Sub-Adviser and their fees.
- How Risky is the Fund? All investments carry risks to some
degree. It is important to remember that the Fund is designed for long-
term investors. The Fund's investments in stocks and bonds are subject
to changes in their value from a number of factors such as changes in
general bond and stock market movements, or the change in value of
particular stocks or bonds because of an event affecting the issuer.
Changes in interest rates can affect stock and bond prices. These changes
affect the value of the Fund's investments and its price per share.
Investments in foreign securities involve additional risks not associated
with investments in domestic securities, including risks associated with
changes in currency rates.
While the Manager tries to reduce risks by diversifying investments
and by carefully researching securities before they are purchased for the
Fund's portfolio, there is no guarantee of success in achieving the Fund's
investment objective and your shares may be worth more or less than their
original cost when you redeem them. Please refer to "Investment Risks"
starting on page __ for a more complete discussion of the Fund's
investment risks.
- How Can I Buy Shares? You can buy shares through your dealer or
financial institution, or you can purchase shares directly through
OppenheimerFunds Distributor, Inc. (the "Distributor") by completing an
Application or by using an Automatic Investment Plan under AccountLink.
Please refer to "How to Buy Shares" on page __ for more details.
- Will I Pay a Sales Charge to Buy Shares? The Fund offers Class
A,
Class B and Class C shares to the individual investor. All classes have
the same investment portfolio but different expenses. Class A shares are
offered with a front-end sales charge, starting at 5.75%, and reduced for
larger purchases. Class B and Class C shares are offered without a front-
end sales charge, but may be subject to a contingent deferred sales charge
if redeemed within 6 years or 12 months of purchase, respectively. There
is also an annual asset-based sales charge which is higher on Class B and
Class C shares. Please review "How to Buy Shares" starting on page __ for
more details, including a discussion about factors you and your financial
advisor should consider in determining which class may be appropriate for
you.
- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer. Please refer to "How to Sell Shares" on page __. The Fund also
offers exchange privileges to other Oppenheimer funds, described in "How
to Exchange Shares" on page __.
- How Has the Fund Performed? The Fund measures its performance
by
quoting its average annual total returns and cumulative total returns,
which measure historical performance. Those returns can be compared to
the returns (over similar periods) of other funds. Of course, other funds
may have different objectives, investments, and levels of risk. The
Fund's performance can also be compared to a broad-based market index,
which we have done on pages __ and __. Please remember that past
performance does not guarantee future results.
<PAGE>
Financial Highlights
The table on the following pages presents selected financial
information about the Fund, including per share data, expense ratios and
other data based on the Fund's average net assets. This information has
been audited by Price Waterhouse LLP, the Fund's independent accountants,
whose report on the Fund's financial statements for the fiscal year ended
October 31, 1996, is included in the Statement of Additional
Information.
<PAGE>
Investment Objective and Policies
Objective. The Fund seeks growth of capital over time through investments
in a diversified portfolio of common stocks, bonds and cash equivalents,
the proportions of which will vary based upon management's assessment of
the relative values of each investment under prevailing market conditions.
Investment Policies and Strategies. The Fund will normally invest
primarily in common stocks and securities convertible into common stock.
During periods when common stocks appear to be overvalued or when value
differentials are such that fixed-income obligations appear to present
meaningful capital growth opportunities relative to common stocks, or
pending investment in securities with capital growth opportunities, the
Fund may invest up to 100% of its total assets in bonds and other fixed-
income obligations, including money market instruments as defined below
which do not generate capital appreciation. The bonds in which the Fund
invests will be limited to U.S. Government obligations, mortgage-backed
securities, investment-grade corporate debt securities and unrated
obligations, including those of foreign issuers, that the Sub-Adviser
believes to be of comparable quality.
To provide liquidity for the purchase of new instruments and to
effect redemptions of shares, the Fund typically invests a part of its
assets in various types of U.S. Government securities and high quality,
short-term debt securities with remaining maturities of one year or less,
such as government obligations, certificates of deposit, bankers'
acceptances, commercial paper, short-term corporate securities and
repurchase agreements ("money market instruments").
For temporary defensive purposes, the Fund may invest up to 100%
of
its assets in money market instruments. At any time that the Fund invests
in money market instruments for temporary defensive purposes, to the
extent of such investments it is not pursuing its investment objective.
- Can the Fund's Investment Objective and Policies Change? The
Fund
has an investment objective, which is described above, as well as
investment policies it follows to try to achieve its objective.
Additionally, the Fund uses certain investment techniques and strategies
in carrying out those policies. Except as indicated, the investment
objective and policies described above are fundamental policies; the
Fund's investment policies and practices described elsewhere in this
Prospectus or in the Statement of Additional Information are not
"fundamental" unless stated to be "fundamental".
Fundamental policies are those that cannot be changed without the
approval of a "majority" of the Fund's outstanding voting shares. The
term "majority" is defined in the Investment Company Act of 1940 to be a
particular percentage of outstanding voting shares (and this term is
explained in the Statement of Additional Information). The Board of
Trustees of the Trust (as defined below) (the "Board of Trustees") may
change non-fundamental policies without shareholder approval, although
significant changes will be described in amendments to this
Prospectus.
- Investments in Bonds and Convertible Securities. The Fund may
also
invest in bonds, debentures and other fixed-income securities. The Fund's
investments in corporate debt obligations will be limited to those rated
investment-grade, including those of foreign issuers, or, if unrated,
determined by the Sub-Adviser to be of comparable quality. Investment-
grade rated obligations are those rated at least "BBB" by Standard &
Poor's Corporation or at least "Baa" by Moody's Investors Service, Inc.,
or another nationally recognized statistical rating organization. While
securities rated "BBB" by Standard & Poor's or "Baa" by Moody's are
investment-grade, they may be subject to greater market fluctuations and
risks of loss of income and principal than higher-grade securities and may
be considered to have certain speculative characteristics.
The value of a convertible security is a function of its
"investment
value" and its "conversion value." If the "investment value" exceeds the
"conversion value," the security's price will likely increase when
interest rates fall and decrease when interest rates rise, as with a
fixed-income security. If the "conversion value" exceeds the "investment
value," the convertible security will likely sell at a premium over its
conversion value and its price will tend to fluctuate directly with the
price of the underlying security.
- U.S. Government Obligations, including Mortgage-Backed
Securities.
U.S. Government obligations are obligations supported by any of the
following: (a) the full faith and credit of the U.S. Government, such as
obligations of Government National Mortgage Association ("Ginnie Mae"),
(b) the right of the issuer to borrow an amount limited to a specific
line of credit from the U.S. Government, such as obligations of Federal
National Mortgage Association ("Fannie Mae"), and (c) the credit of this
U.S. Government instrumentality, such as obligations of Federal Home Loan
Mortgage Corporation ("Freddie Mac").
The Fund may invest in mortgage-backed securities issued by the
U.S.
Government, its agencies or instrumentalities, including Ginnie Mae,
Fannie Mae or Freddie Mac. Also known as pass-through securities, the
homeowner's principal and interest payments pass from the originating bank
or savings and loan through the appropriate governmental agency to
investors, net of service charges.
The effective maturity of a mortgage-backed security may be
shortened
by unscheduled or early payment of principal and interest on the
underlying mortgages, which may affect the effective yield of such
securities. The principal that is returned may be invested in instruments
having a higher or lower yield than the prepaid instruments depending on
then-current market conditions.
The Fund may invest in collateralized mortgage obligations ("CMOs")
that are issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or that are collateralized by a portfolio of mortgages
or mortgage-related securities guaranteed by such an agency or
instrumentality. Payment of the interest and principal generated by the
pool of mortgages is passed through to the holders as the payments are
received by the issuer of the CMO. CMOs may be issued in a variety of
classes or series ("tranches") that have different maturities. The
principal value of certain CMO tranches may be more volatile than other
types of mortgage-related securities, because of the possibility that the
principal value of the CMO may be prepaid earlier than the maturity of the
CMO as a result of prepayments of the underlying mortgage loans by the
borrowers.
- Foreign Securities. The Fund may purchase foreign securities
that
are listed on a domestic or foreign securities exchange, traded in
domestic or foreign over-the counter markets or represented by American
Depository Receipts. There is no limit to the amount of such foreign
securities the Fund may acquire. The Fund may buy securities in any
country, including emerging market countries. The Fund presently does not
intend to purchase securities issued by emerging market countries, or by
companies located in those countries. Foreign currency will be held by
the Fund only in connection with the purchase or sale of foreign
securities.
- Portfolio Turnover. A change in the securities held by the Fund
is
known as "portfolio turnover." The Fund may engage in short-term trading
to try to achieve its objective. It is anticipated that the Fund's annual
portfolio turnover rate will generally not exceed 100%. The "Financial
Highlights" table above shows the Fund's portfolio turnover rate during
past fiscal years. High turnover and short-term trading may cause the
Fund to have relatively larger commission expenses and transaction costs
than funds that do not engage in short-term trading. Additionally, high
portfolio turnover may affect the ability of the Fund to qualify as a
"regulated investment company" under the Internal Revenue Code for tax
deductions for dividends and capital gain distributions the Fund pays to
shareholders. The Fund qualified in its last fiscal year and intends to
do so in the coming year, although there is no guarantee that it will
qualify.
Investment Risks
All investments carry risks to some degree, whether they are risks that
market prices of the investment will fluctuate (this is known as "market
risk") or that the underlying issuer will experience financial
difficulties and may default on its obligation under a fixed-income
investment to pay interest and repay principal (this is referred to as
"credit risk"). These general investment risks and the special risks of
certain types of investments that the Fund may hold are described below.
They affect the value of the Fund's investments, its investment
performance and the prices of its shares. These risks collectively form
the risk profile of the Fund.
Because of the types of securities the Fund invests in and the
investment techniques the Fund uses, the Fund is designed for investors
who are investing for the long term. It is not intended for investors
seeking assured income or preservation of capital. While the Manager tries
to reduce risks by diversifying investments, by carefully researching
securities before they are purchased, and in some case by using hedging
techniques, changes in overall market prices can occur at any time, and
because the income earned on securities is subject to change, there is no
assurance that the Fund will achieve its investment objective. When you
redeem your shares, they may be worth more or less than what you paid for
them.
- Stock Investment Risks. Because the Fund may invest a
substantial
portion of its assets in stocks, the value of the Fund's portfolio will
be affected by changes in the stock markets. At times, the stock markets
can be volatile, and stock prices can change substantially. This market
risk will affect the Fund's net asset value per share, which will
fluctuate as the values of the Fund's portfolio securities change. Not
all stock prices change uniformly or at the same time and not all stock
markets move in the same direction at the same time. Other factors can
affect a particular stock's prices (for example, poor earnings reports by
an issuer, loss of major customers, major litigation against an issuer,
and changes in government regulations affecting an industry). Not all of
these factors can be predicted.
The Fund attempts to limit market risks by diversifying its
investments, that is, by not holding a substantial amount of the stock of
any one company, by not investing too great a percentage of the Fund's
assets in any one company, and by investing a varying portion of its
portfolio in bonds and convertible securities, as discussed below.
Because changes in market prices can occur at any time, there is no
assurance that the Fund will achieve its investment objective, and when
you redeem your shares they may be worth more or less than what you paid
for them.
- Risks of Fixed-Income Securities. In addition to credit risks,
described below, debt securities are subject to changes in their value due
to changes in prevailing interest rates. When prevailing interest rates
fall, the values of already-issued debt securities generally rise. When
interest rates rise, the values of already-issued debt securities
generally decline. The magnitude of these fluctuations will often be
greater for longer-term debt securities than shorter-term debt securities.
Changes in the value of securities held by the Fund mean that the Fund's
share prices can go up or down when interest rates change because of the
effect of the change on the value of the Fund's portfolio of debt
securities. Credit risk relates to the ability of the issuer to meet
interest or principal payments on a security as they become due.
Generally, higher-yielding lower-grade bonds are subject to credit risks
to a greater extent than lower-yielding investment grade bonds.
- Foreign securities have special risks. For example, foreign
issuers are not subject to the same accounting and disclosure requirements
as U.S. companies. The value of foreign investments may be affected by
changes in foreign currency rates, exchange control regulations,
expropriation or nationalization of a company's assets, foreign taxes,
delays in settlement of transactions, changes in governmental economic or
monetary policy in the U.S. or abroad, or other political and economic
factors. The Fund may invest in emerging market countries; such countries
may have relatively unstable governments, economies based on only a few
industries that are dependent upon international trade and reduced
secondary market liquidity. More information about the risks and
potential rewards of investing in foreign securities is contained in the
Statement of Additional Information.
<PAGE>
Other Investment Techniques and Strategies.
The Fund may also use the investment techniques and strategies described
below. These techniques involve certain risks. The Statement of
Additional Information contains more information about these practices,
including limitations on their use that may help reduce some of the risks.
- Temporary Defensive Investments. In times of unstable market or
economic conditions, when the Sub-Adviser determines it appropriate to do
so to attempt to reduce fluctuations in the value of the Fund's net
assets, the Fund may assume a temporary defensive position and invest an
unlimited amount of assets in money market instruments of the type
identified on page __ under "Investment Policies and Strategies."
- When-Issued and Delayed Delivery Transactions. The Fund may
purchase securities on a "when-issued" basis, and may purchase or sell
such securities on a "delayed delivery" basis. These terms refer to
securities that have been created and for which a market exists, but which
are not available for immediate delivery. The Fund does not intend to
make such purchases for speculative purposes. During the period between
the purchase and settlement, the underlying securities are subject to
market fluctuations and no interest accrues prior to delivery of the
securities.
- Repurchase Agreements. The Fund may enter into repurchase
agreements primarily for liquidity purposes to meet anticipated
redemptions, or pending the investment of proceeds from sales of Fund
shares or settlement of purchases of portfolio investments. In a
repurchase transaction, the Fund buys a security and simultaneously sells
it to the vendor for delivery at a future date. Repurchase agreements
must be fully collateralized. However, if the vendor fails to pay the
resale price on the delivery date, the Fund may incur costs in disposing
of the collateral and may experience losses if there is any delay in its
ability to do so. There is no limit on the amount of the Fund's net
assets that may be subject to repurchase agreements of seven days or less.
Repurchase agreements with a maturity beyond seven days are subject to the
Fund's limitations on investments in illiquid and restricted securities,
discussed below.
- Illiquid Securities. Under the policies and procedures
established
by the Board of Trustees, the Manager determines the liquidity of certain
of the Fund's investments. Investments may be illiquid because of the
absence of an active trading market, making it difficult to value them or
dispose of them promptly at an acceptable price. A restricted security
is one that has a contractual restriction on its resale or which cannot
be sold publicly until it is registered under the Securities Act of 1933.
As a fundamental policy, the Fund will not invest more than 10% of its
total assets in illiquid securities, including restricted securities.
Notwithstanding the foregoing, to comply with certain state securities
laws, the Fund has agreed to limit investments in restricted securities
to 5% of its total assets, although this restriction is not a fundamental
policy of the Fund. Certain restricted securities, eligible for resale
to qualified institutional purchasers, are not subject to that limit.
- Loans of Portfolio Securities. To attempt to increase its total
return, the Fund may lend its portfolio securities to brokers, dealers,
and other financial institutions. The Fund must receive collateral for
a loan. Each loan must be collateralized in accordance with applicable
regulatory requirements. After any loan, the value of the securities
loaned is not expected to exceed 10% of the Fund's total assets. There
are some risks in connection with securities lending. The Fund might
experience a delay in receiving additional collateral to secure a loan or
a delay in recovery of the loaned securities.
Other Investment Restrictions. The Fund has certain investment
restrictions that are fundamental policies. Under these fundamental
policies the Fund cannot do any of the following:
- 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;
- Purchase more than 10% of any class of security of any issuer
(other than the U.S. Government or any of its agencies of
instrumentalities), with all outstanding debt securities and all preferred
stock of an issuer each being considered as one class;
- Concentrate its investments in any particular industry, but if
deemed appropriate for attaining its investment objective, the Fund may
invest up to 25% of its total assets (valued at the time of investment)
in any one industry classification used by the Fund for investment
purposes (for this purpose, a foreign government is considered an
industry);
- Borrow money in excess of 10% of the value of the Fund's total
assets; the Fund may borrow only from banks and only as temporary measure
for extraordinary or emergency purposes and will make no additional
investments while such borrowings exceed 5% of the Fund's total assets;
- Invest more than 10% of the Fund's total assets in illiquid
securities, including securities for which there is no readily available
market, repurchase agreements which have a maturity of longer than seven
days, securities subject to legal or contractual restrictions and certain
over-the-counter options (the Fund has undertaken as a non-fundamental
policy, in connection with the qualification of its shares for sale in
certain states, to limit investments in restricted securities to 5% of its
total assets excluding restricted securities that may be resold to
"qualified institutional buyers") and;
- Invest more than 5% of the Fund's total assets in securities of
issuers having a record, together with predecessors, of less than three
years continuous operation.
Notwithstanding the above restriction on illiquid securities, the
Fund may purchase securities which are not registered under the Securities
Act of 1933 but which can be sold to "qualified institutional buyers" in
accordance with Rule 144A under that Act. Any such security will not be
considered illiquid, provided that the Sub-Adviser, under guidelines
established by the Fund's Board of Trustees, determines that an adequate
trading market exists for that security.
All of the percentage restrictions described above and elsewhere
in
this Prospectus and in the Statement of Additional Information apply only
at the time the Fund purchases a security, and the Fund need not dispose
of a security merely because the size of the Fund's assets has changed or
the security has increased in value relative to the size of the Fund.
There are other fundamental policies discussed in the Statement of
Additional Information.
How the Fund is Managed
Organization and History. The Fund is one of four portfolios of
Oppenheimer Quest For Value Funds (the "Trust"), an open-end management
investment company organized as a Massachusetts business trust in April,
1987 with an unlimited number of authorized shares of beneficial interest.
The Fund is a diversified investment company.
The Fund is governed by a Board of Trustees, which is responsible
under Massachusetts law for protecting the interests of shareholders. The
Trustees meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager.
"Trustees and Officers of the Fund" in the Statement of Additional
Information names the Trustees and officers of the Trust and provides more
information about them. Although the Trust is not required by law to hold
annual meetings, it may hold shareholder meetings from time to time on
important matters, and shareholders have the right under certain
circumstances to call a meeting to remove a Trustee or to take other
action described in the Trust's Declaration of Trust.
The Board of Trustees has the power, without shareholder approval,
to divide unissued shares of the Fund into two or more classes. The Board
has done so, and the Fund currently has four classes of shares, Class A,
Class B, Class C and Class Y. All classes invest in the same investment
portfolio. Each class has its own dividends and distributions and pays
certain expenses which may be different for the different classes. Each
class may have a different net asset value. Each share entitles a
shareholder to one vote on matters submitted to the shareholders to vote
on, with fractional shares voting proportionally on matters submitted to
the vote of shareholders. Only shares of a particular class vote as a
class on matters that affect that class alone. Shares are freely
transferrable. Please refer to "How the Fund is Managed" in the Statement
of Additional Information for more information on the voting of
shares.
The Manager. The Fund is managed by the Manager, OppenheimerFunds, Inc.,
which supervises the Fund's investment program and handles its day-to-day
business. The Manager carries out its duties, subject to the policies
established by the Board of Trustees, under an Investment Advisory
Agreement with the Fund which states the Manager's responsibilities. The
Agreement sets forth the fees paid by the Fund to the Manager and
describes the expenses that the Fund is responsible to pay to conduct its
business.
The Manager has operated as an investment adviser since 1959. The
Manager (including a subsidiary) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $55 billion
as of September 30, 1996, and with more than 3 million shareholder
accounts. The Manager is owned by Oppenheimer Acquisition Corp., a
holding company that is owned in part by senior officers of the Manager
and controlled by Massachusetts Mutual Life Insurance Company.
The Sub-Adviser. The Manager has retained the Sub-Adviser to provide
day-to-day portfolio management of the Fund. Prior to November 22, 1995,
the Sub-Adviser was named Quest for Value Advisors and was the investment
adviser to the Fund. The Sub-Adviser is a majority-owned subsidiary of
Oppenheimer Capital, a registered investment advisor, whose employees
perform all investment advisory services provided to the Fund by the Sub-
Adviser. Oppenheimer Financial Corp., a holding company, holds a 33%
interest in Oppenheimer Capital, a registered investment advisor.
Oppenheimer Capital, L.P., a Delaware limited partnership whose units are
traded on The New York Stock Exchange and of which Oppenheimer Financial
Corp. is the sole general partner, owns the remaining 67% interest.
Oppenheimer Capital has operated as an investment advisor since 1968.
- Portfolio Manager. The portfolio manager of the Fund is Mr.
Richard J. Glasebrook II, who is also a Senior Vice President of
Oppenheimer Capital. He has been the Fund's portfolio manager since
April, 1991.
The Sub-Advisor's equity investment policy is overseen by George
Long, Managing Director and Chief Investment Officer for Oppenheimer
Capital. Mr. Long has been with Oppenheimer Capital since 1981.
- Fees and Expenses. Under the Investment Advisory Agreement, the
Fund pays the Manager an annual fee based on the Fund's daily net assets,
as follows: 1.00% of the first $400 million of average annual net assets,
0.90% of the next $400 million, and 0.85% of average annual net assets
over $800 million. This management fee is higher than that paid by most
other investment companies. The Fund pays expenses related to its daily
operations, such as custodian fees, Trustees' fees, transfer agency and
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 pays 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.
The Sub-Adviser may select its affiliate, Oppenheimer & Co., Inc.
("Opco"), a registered broker-dealer, to execute transactions for the
Fund, provided that the commissions, fees or other remuneration received
by Opco are reasonable and fair compared to those paid to other brokers
in connection with comparable transactions. When selecting broker-dealers
other than Opco, the Sub-Adviser may consider their record of sales of
shares of the Fund. Further information about the Fund's brokerage
policies and practices is set forth in "Brokerage Policies of the Fund"
in the Statement of Additional Information.
The Distributor. The Fund's shares are sold through dealers, brokers
and other financial institutions that have a sales agreement with
OppenheimerFunds Distributor, Inc., a subsidiary of the Manager that acts
as the Fund's Distributor. The Distributor also distributes the shares
of the other Oppenheimer funds managed by the Manager and is sub-
distributor for funds managed by a subsidiary of the Manager.
The Transfer Agent and Shareholder Servicing Agent. The Fund's transfer
agent and shareholder servicing agent is OppenheimerFunds Services, a
division of the Manager. It also acts as the shareholder servicing agent
for certain other Oppenheimer funds. Shareholders should direct inquiries
about their accounts to the Transfer Agent at the address and toll-free
number shown below in this Prospectus and on the back cover. Unified
Management Corporation (1-800-346-4601) is the shareholder servicing agent
for former shareholders of the AMA Family of Funds and clients of AMA
Investment Advisers, L.P. who acquire shares of the Fund, and for former
shareholders of the Unified Funds and Liquid Green Trusts, accounts which
participated or participate in a retirement plan for which Unified
Investment Advisers, Inc. or an affiliate acts as custodian or trustee and
other accounts for which Unified Management Corporation is the dealer of
record.
<PAGE>
Performance of the Fund
Explanation of Performance Terminology. The Fund uses the terms "total
return" and "average annual total return" to illustrate its performance.
The performance of each class of shares is shown separately, because the
performance of each class of shares will usually be different as a result
of the different kinds of expenses each class bears. These returns
measure the performance of a hypothetical account in the Fund over various
periods, and do not show the performance of each shareholder's investment
(which will vary if dividends are received in cash or shares are sold or
additional shares are purchased). The Fund's performance information may
help you see how well your Fund has done over time and to compare it to
other funds or market indices, as we have done on pages ___ and ____.
It is important to understand that the Fund's total returns
represent
past performance and should not be considered to be predictions of future
returns or performance. This performance data is described below, but
more detailed information about how total returns are calculated is
contained in the Statement of Additional Information, which also contains
information about other ways to measure and compare the Fund's
performance. The Fund's investment performance will vary over time,
depending on market conditions, the composition of the portfolio, expenses
and which class of shares you purchase.
- Total Returns. There are different types of total returns used
to
measure the Fund's performance. Total return is the change in value of
a hypothetical investment in the Fund over a given period, assuming that
all dividends and capital gains distributions are reinvested in additional
shares. The cumulative total return measures the change in value over the
entire period (for example, ten years). An average annual total return
shows the average rate of return for each year in a period that would
produce the cumulative total return over the entire period. However,
average annual total returns do not show the Fund's actual year-by-year
performance.
When total returns are quoted for Class A shares, normally the
current maximum initial sales charge has been deducted. When total
returns are shown for Class B or Class C shares, normally the contingent
deferred sales charge that applies to the period for which total return
is shown has been deducted. However, total returns may also be quoted "at
net asset value," without including the sales charge, and those returns
would be less if sales charges were deducted.
How Has the Fund Performed? Below is a discussion by the Manager of the
Fund's performance during its last fiscal year ended October 31, 1996,
followed by a graphical comparison of the Fund's performance to an
appropriate broad-based market index.
- Management's Discussion of Performance. During the fiscal year
ended October 31, 1996, the Fund remained virtually fully invested in
equity securities, and participated in the domestic stock market's strong
performance. Consistent with its investment objective, the Fund sought
investments in quality undervalued stocks and held portfolio securities
for potential appreciation in value. The Fund's performance during the
past fiscal year benefited from its significant holdings of financial
service company stocks, one of the market's strong sectors. During the
latter part of the Fund's past fiscal year, the Fund maintained an above-
average cash position resulting from profit taking on certain stocks, and
was positioned to take advantage of attractive buying opportunities.
- Comparing the Fund's Performance to the Market. The graphs below
show the performance of a hypothetical $10,000 investment in Class A,
Class B and Class C shares of the Fund held until October 31, 1996. In
the case of Class A shares, performance is measured from the commencement
of operations on January 3, 1989, and in the case of Class B and Class C
shares, from inception of those classes on September 1, 1993. Class Y
shares were not publicly offered during the fiscal year ended October 31,
1996. Accordingly, no information is presented on the Class Y shares in
the graphs below.
The Fund's performance is compared to the performance of the
Standard
& Poor's ("S&P") 500 Index. The S&P 500 Index is a broad based index of
equity securities widely regarded as the general measure of the
performance of the U.S. equity securities market. Index performance
reflects the reinvestment of dividends but does not consider the effect
of capital gains or transaction costs, and none of the data in the graphs
below shows the effect of taxes. Moreover, index performance data does
not reflect any assessment of the risk of the investments included in the
index. The Fund's performance reflects the effect of Fund business and
operating expenses. While index comparisons may be useful to provide a
benchmark for the Fund's performance, it must be noted that the Fund's
investments are not limited to the securities in the indices shown.
<PAGE>
Oppenheimer Quest Opportunity Value Fund
Comparison of Change in Value
of $10,000 Hypothetical Investments in
Oppenheimer Quest Opportunity Value Fund and
the S&P 500 Index
(Graph)
Past Performance is not predictive of future performance.
Oppenheimer Quest Opportunity Value Fund
Average Annual Total Returns of the Fund at 10/31/96
- ----------------------------------------------------
Class A Shares(1)
- -----------------
1-Year 5-Year Life
------ ------ ----
% % %
Class B Shares(2)
- -----------------
1-Year Life
------ ----
% %
Class C Shares(3)
- -----------------
1-Year Life
------ ----
% %
- ---------------------
Total returns and the ending account values in the graphs reflect
reinvestment of all dividends and capital gains distributions. Total
returns are based upon inception date of the Fund (for Class A shares) or
date of first public offering (for Class B and Class C shares).
(1) The commencement of operations of the Fund (Class A shares) was
1/3/89. Class A returns are shown net of the current applicable 5.75%
maximum initial sales charge.
(2) Class B shares of the Fund were first publicly offered on 9/01/93.
Returns are shown net of the applicable 5% and 3% contingent deferred
sales charge, respectively, for the 1-year period and life of the class.
The ending account value in the graph is net of the applicable 3%
contingent deferred sales charge.
(3) Class C shares of the Fund were first publicly offered on 9/01/93.
The 1-year return is shown net of the applicable 1% contingent deferred
sales charge.
About Your Account
How to Buy Shares
Classes of Shares. The Fund offers an individual investor three
different classes of shares, Class A, Class B and Class C. Only certain
institutional investors may purchase a fourth class of shares, Class Y
shares. The different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and will
likely have different share prices.
- Class A Shares. 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 ___). 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. The amount of that
sales charge will vary depending on the amount you invested. Sales charge
rates are described in "Buying Class A Shares" below.
- Class B Shares. If you buy Class B shares, you pay no sales
charge at the time of purchase, but if you sell your shares within six
years of buying them you will normally pay a contingent deferred sales
charge that varies, depending on how long you own your shares as described
in "Buying Class B Shares" below.
- Class C Shares. If you buy Class C shares, you pay no sales
charge at the time of purchase, but if you sell your shares within 12
months of buying them, you will normally pay a contingent deferred sales
charge of 1% as described in "Buying Class C Shares" below.
- Class Y Shares. Class Y shares are sold at net asset value per
share without the imposition of a sales charge at the time of purchase to
separate accounts of insurance companies and other institutional investors
("Class Y Sponsors") having an agreement ("Class Y Agreements") with the
Manager or the Distributor. The intent of Class Y Agreements is to allow
tax qualified institutional investors to invest indirectly (through
separate accounts of the Class Y Sponsor) in Class Y shares of the Fund
and to allow institutional investors to invest directly in Class Y shares
of the Fund. Individual investors are not permitted to invest directly in
Class Y shares. As of the date of this Prospectus, Massachusetts Mutual
Life Insurance Company (an affiliate of the Manager and the Distributor)
acts as Class Y Sponsor for all outstanding Class Y shares of the Fund.
While Class Y shares are not subject to a contingent deferred sales
charge, asset-based sales charge or service fee, a Class Y Sponsor may
impose charges on separate accounts investing in Class Y shares.
None of the instructions described elsewhere in this Prospectus
or
the Statement of Additional Information for the purchase, redemption,
reinvestment, exchange or transfer of shares of the Fund, the selection
of classes of shares or the reinvestment of dividends apply to its Class
Y shares. Clients of Class Y Sponsors must request their Sponsor to
effect all transactions in Class Y shares on their behalf.
Which Class of Shares Should You Choose? Once you decide that the Fund
is an appropriate investment for you, the decision as to which class of
shares is better suited to your needs depends on a number of factors which
you should discuss with your financial advisor. The Fund's operating
costs that apply to a class of shares and the effect of the different
types of sales charges on your investment will vary your investment
results over time. The most important factors to consider are how much
you plan to invest and how long you plan to hold your investment. If your
goals and objectives change over time and you plan to purchase additional
shares, you should re-evaluate those factors to see if you should consider
another class of shares.
In the following discussion, to help provide you and your
financial
advisor with a framework in which to choose a class, we have made some
assumptions using a hypothetical investment in the Fund. We assumed you
are an individual investor, and therefore ineligible to purchase Class Y
shares. We used the sales charge rates that apply to Class A, Class B and
Class C shares, and considered the effect of the asset-based sales charge
on Class B and Class C expenses (which, like all expenses, will affect
your investment return). For the sake of comparison, we have assumed that
there is a 10% rate of appreciation in the investment each year. Of
course, the actual performance of your investment cannot be predicted and
will vary, based on the Fund's actual investment returns and the operating
expenses borne by each class of shares, and which class of shares you
invest in.
The factors discussed below are not intended to be investment
advice
or recommendations, because each investor's financial considerations are
different. The discussion below of the factors to consider in purchasing
a particular class of shares assumes that you will purchase only one class
of shares and not a combination of shares of different classes.
- How Long Do You Expect to Hold Your Investment? While future
financial needs cannot be predicted with certainty, knowing how long you
expect to hold your investment will assist you in selecting the
appropriate class of shares. The effect of the sales charge, over time,
using our assumptions will generally depend on the amount invested.
Because of the effect of class-based expenses, your choice will also
depend on how much you plan to invest. For example, the reduced sales
charges available for larger purchases of Class A shares may, over time,
offset the effect of paying an initial sales charge on your investment
(which reduces the amount of your investment dollars used to buy shares
for your account), compared to the effect over time of higher class-based
expenses on Class B or Class C shares for which no initial sales charge
is paid.
- Investing for the Short Term. If you have a short-term
investment horizon (that is, you plan to hold your shares for not more
than six years), you should probably consider purchasing Class A or Class
C shares rather than Class B shares, because of the effect of the Class
B contingent deferred sales charge if you redeem within 6 years, as well
as the effect of the Class B asset-based sales charge on the investment
return for that class in the short-term. Class C shares might be the
appropriate choice (especially for investments of less than $100,000),
because there is no initial sales charge on Class C Shares, and the
contingent deferred sales charge does not apply to amounts you sell after
holding them one year.
However, if you plan to invest more than $100,000 for the shorter
term, then the more you invest and the more your investment horizon
increases toward six years, Class C shares might not be as advantageous
as Class A shares. That is because the annual asset-based sales charge
on Class C shares will have a greater economic impact on your account over
the longer term than the reduced front-end sales charge available for
larger purchases of Class A shares. For example, Class A might be more
advantageous than Class C (as well as Class B) for investments of more
than $100,000 expected to be held for 5 or 6 years (or more). For
investments over $250,000 expected to be held 4 to 6 years (or more),
Class A shares may become more advantageous than Class C (and Class B).
If investing $500,000 or more, Class A may be more advantageous as your
investment horizon approaches 3 years or more.
And for most investors who invest $1 million or more, in most
cases
Class A shares will be the most advantageous choice, no matter how long
you intend to hold your shares. For that reason, the Distributor normally
will not accept purchase orders of $500,000 or more of Class B shares or
$1 million or more of Class C shares from a single investor.
- Investing for the Longer Term. If you are investing for the
longer term, for example, for retirement, and do not expect to need access
to your money for seven years or more, Class B shares may be an
appropriate consideration, if you plan to invest less than $100,000. If
you plan to invest more than $100,000 over the long term, Class A shares
will likely be more advantageous than Class B shares or Class C shares,
as discussed above, because of the effect of the expected lower expenses
for Class A shares and the reduced initial sales charges available for
larger investments in Class A shares under the Fund's Right of
Accumulation.
Of course, these examples are based on approximations of the
effect
of current sales charges and expenses on a hypothetical investment over
time, using the assumed annual performance return stated above, and
therefore you should analyze your options carefully.
- Are There Differences in Account Features That Matter to You?
Because some account features may not be available for Class B or Class
C shareholders, or other features (such as Automatic Withdrawal Plans) may
not be advisable (because of the effect of the contingent deferred sales
charge in non-retirement accounts) for Class B or Class C shareholders,
you should carefully review how you plan to use your investment account
before deciding which class of shares is better for you. For example,
share certificates are not available for Class B or Class C shares, and
if you are considering using your shares as collateral for a loan, that
may be a factor to consider. Additionally, dividends payable to Class B
and Class C shareholders will be reduced by the additional expenses borne
solely by those classes, or higher expenses such as the asset-based sales
charges to which Class B and Class C shares are subject, as described
below and in the Statement of Additional Information.
- How Does It Affect Payments to My Broker? A salesperson, such
as
a broker or any other person who is entitled to receive compensation for
selling Fund shares, may receive different compensation for selling one
class of shares than for selling another class. It is important that
investors understand that the purpose of the contingent deferred sales
charges and asset-based sales charges for Class B and Class C shares is
the same as the purpose of the front-end sales charge on sales of Class
A shares: that is to compensate the Distributor for commissions it pays
to dealers and financial institutions for selling shares.
How Much Must You Invest? You can open a Fund account with a minimum
initial investment of $1,000 and make additional investments at any time
with as little as $25. There are reduced minimum investments under special
investment plans.
With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments of as little as $25; and subsequent purchases of
at least $25 can be made by telephone through AccountLink.
Under pension, profit-sharing plans and 401(k) Individual
Retirement
Accounts (IRAs), you can make an initial investment of as little as $250
(if your IRA is established under an Asset Builder Plan, the $25 minimum
applies), and subsequent investments may be as little as $25.
There is no minimum investment requirement if you are buying
shares
by reinvesting dividends from the Fund or other Oppenheimer funds (a list
of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.
- How Are Shares Purchased? You can buy shares several ways:
through
any dealer, broker or financial institution that has a sales agreement
with the Distributor, directly through the Distributor, or automatically
from your bank account through an Asset Builder Plan under the
OppenheimerFunds AccountLink service. The Distributor may appoint certain
servicing agents as the Distributor's agent to accept purchase (and
redemption) orders. When you buy shares, be sure to specify Class A,
Class B or Class C shares. If you do not choose, your investment will be
made in Class A shares.
- Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.
- Buying Shares Through the Distributor. Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270,
Denver, Colorado 80217. If you don't list a dealer on the application,
the Distributor will act as your agent in buying the shares. However, we
recommend that you discuss your investment first with a financial advisor,
to be sure it is appropriate for you.
- Buying Shares Through OppenheimerFunds AccountLink. You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member, to transmit funds electronically to purchase shares, to have the
Transfer Agent send redemption proceeds, or to transmit dividends and
distributions to your bank account.
Shares are purchased for your account on AccountLink on the
regular
business day the Distributor is instructed by you to initiate the ACH
transfer to buy shares. You can provide those instructions automatically,
under an Asset Builder Plan, described below, or by telephone instructions
using OppenheimerFunds PhoneLink, also described below. You should
request AccountLink privileges on the application or dealer settlement
instructions used to establish your account. Please refer to "AccountLink"
below for more details.
- Asset Builder Plans. You may purchase shares of the Fund (and
up
to four other Oppenheimer funds) automatically each month from your
account at a bank or other financial institution under an Asset Builder
Plan with AccountLink. Details are on the Application and in the Statement
of Additional Information.
- At What Price Are Shares Sold? Shares are sold at the public
offering price based on the net asset value (and any initial sales charge
that applies) that is next determined after the Distributor receives the
purchase order in Denver, Colorado. In most cases, to enable you to
receive that day's offering price, the Distributor or its designated agent
must receive your order by the time of day The New York Stock Exchange
closes, which is normally 4:00 P.M., New York time, but may be earlier on
some days (all references to time in this Prospectus mean "New York
time"). The net asset value of each class of shares is determined as of
that time on each day The New York Stock Exchange is open (which is a
"regular business day").
If you buy shares through a dealer, the dealer must receive your
order by the close of business of The New York Stock Exchange on a regular
business day and transmit it to the Distributor so that it is received
before the Distributor's close of business that day, which is normally
5:00 P.M. The Distributor, in its sole discretion, may reject any purchase
order for the Fund's shares.
Special Sales Charge Arrangements for Certain Persons. Appendix A to this
Prospectus sets forth conditions for the waiver of, or exemption from,
sales charges or the special sales charge rates that apply to purchases
of shares of the Fund (including purchases by exchange) by a person who
was a shareholder of one of the Former Quest for Value Funds (as defined
in that Appendix), including the Fund.
Buying Class A Shares. Class A shares are sold at their offering price,
which is normally net asset value plus an initial sales charge. However,
in some cases, described below, purchases are not subject to an initial
sales charge, and the offering price will be the net asset value. In some
cases, reduced sales charges may be available, as described below. Out
of the amount you invest, the Fund receives the net asset value to invest
for your account. The sales charge varies depending on the amount of your
purchase. A portion of the sales charge may be retained by the
Distributor and allocated to your dealer as commission. The current sales
charge rates and commissions paid to dealers and brokers are as follows:
Front-End Sales Charge
Commission
As a Percentage of as
Percentage
Offering Amount of
Offering
Amount of Purchase Price Invested
Price
- -------------------------------------------------------------------
Less than $25,000 5.75% 6.10%
4.75%
$25,000 or more but
less than $50,000 5.50% 5.82%
4.75%
$50,000 or more but
less than $100,000 4.75% 4.99%
4.00%
$100,000 or more but
less than $250,000 3.75% 3.90%
3.00%
$250,000 or more but
less than $500,000 2.50% 2.56%
2.00%
$500,000 or more but
less than $1 million 2.00% 2.04%
1.60%
The Distributor reserves the right to reallow the entire commission to
dealers. If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.
- Class A Contingent Deferred Sales Charge. 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.
If you redeem any of those shares 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") will be deducted
from the redemption proceeds. That sales charge may be equal to 1.0% of
the lesser of (1) the aggregate net asset value of the redeemed shares
(not including shares purchased by reinvestment of dividends or capital
gain distributions) or (2) the original offering price (which is the
original net asset value) of the redeemed shares. However, the Class A
contingent deferred sales charge will not exceed the aggregate amount of
the commissions the Distributor paid to your dealer on all Class A shares
of all Oppenheimer funds you purchased subject to the Class A contingent
deferred sales charge. Class A shares of the Fund purchased subject to
a contingent deferred sales charge on or prior to November 24, 1995 will
be subject to a contingent deferred sales charge at the applicable rate
set forth in Appendix A to this Prospectus.
In determining whether a contingent deferred sales charge is
payable,
the Fund will first redeem shares that are not subject to the sales
charge, including shares purchased by reinvestment of dividends and
capital gains, and then will redeem other shares in the order that you
purchased them. The Class A contingent deferred sales charge is waived
in certain cases described in "Waivers of Class A Sales Charges" below.
No Class A contingent deferred sales charge is charged on exchanges
of shares under the Fund's exchange privilege (described below). However,
if the shares acquired by exchange are redeemed within 18 months of the
end of the calendar month of the purchase of the exchanged shares, the
contingent deferred sales charge will apply.
- Special Arrangements With Dealers. The Distributor may advance
up
to 13 months' commissions to dealers that have established special
arrangements with the Distributor for Asset Builder Plans for their
clients. Until January 1, 1997, dealers whose sales of Class A shares of
Oppenheimer funds (other than money market funds) under OppenheimerFunds-
sponsored 403(b)(7) custodial plans exceed $5 million per year (calculated
per quarter), will receive monthly one-half of the Distributor's retained
commissions on those sales, and if those sales exceed $10 million per
year, those dealers will receive the Distributor's entire retained
commission on those sales.
Reduced Sales Charges for Class A Share Purchases. You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:
- Right of Accumulation. To qualify for the lower sales charge
rates
that apply to larger purchases of Class A shares, you and your spouse can
add together Class A and Class B shares you purchase for your individual
accounts, or jointly, or for trust or custodial accounts on behalf of your
children who are minors. A fiduciary can count all shares purchased for
a trust, estate or other fiduciary account (including one or more employee
benefit plans of the same employer) that has multiple accounts.
Additionally, you can add together current purchases of Class A and
Class B shares of the Fund and other Oppenheimer funds to reduce the sales
charge rate that applies to current purchases of Class A shares. You can
also count Class A and Class B shares of Oppenheimer funds you previously
purchased subject to an initial or contingent deferred sales charge to
reduce the sales charge rate for current purchases of Class A shares,
provided that you still hold your investment in one of the Oppenheimer
funds. The value of those shares will be based on the greater of the
amount you paid for the shares or their current value (at offering price).
The Oppenheimer funds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from the
Transfer Agent. The reduced sales charge will apply only to current
purchases and must be requested when you buy your shares.
- Letter of Intent. Under a Letter of Intent, if you purchase
Class
A shares or Class A and Class B shares of the Fund and other Oppenheimer
funds during a 13-month period, you can reduce the sales charge rate that
applies to your purchases of Class A shares. The total amount of your
intended purchases of both Class A and Class B shares will determine the
reduced sales charge rate for the Class A shares purchased during that
period. This can include purchases made up to 90 days before the date of
the Letter. More information is contained in the Application and in
"Reduced Sales Charges" in the Statement of Additional Information.
- Waivers of Class A Sales Charges. The Class A sales charges are
not imposed in the circumstances described below. There is an explanation
of this policy in "Reduced Sales Charges" in the Statement of Additional
Information.
Waivers of Initial and Contingent Deferred Sales Charges for
Certain
Purchasers. Class A shares purchased by the following investors are not
subject to any Class A sales charges:
- the Manager or its affiliates;
- present or former officers, directors, trustees and employees
(and
their "immediate families" as defined in "Reduced Sales Charges" in the
Statement of Additional Information) of the Fund, the Manager and its
affiliates, and retirement plans established by them for their employees;
- registered management investment companies, or separate accounts
of insurance companies having an agreement with the Manager or the
Distributor for that purpose;
- dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees;
- employees and registered representatives (and their spouses) of
dealers or brokers described above or financial institutions that have
entered into sales arrangements with such dealers or brokers (and are
identified to the Distributor) or with the Distributor; the purchaser must
certify to the Distributor at the time of purchase that the purchase is
for the purchaser's own account (or for the benefit of such employee's
spouse or minor children);
- dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor providing specifically for
the use of shares of the Fund in particular investment products made
available to their clients (those clients may be charged a transaction fee
by their dealer, broker or adviser for the purchase or sale of Fund
shares);
- (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).
- directors, trustees, officers or full-time employees of OpCap
Advisors or its affiliates, their relatives or any trust, pension, profit
sharing or other benefit plan which beneficially owns shares for those
persons;
- employee benefit plans purchasing shares through a shareholder
servicing agent which the Distributor has appointed as agent to accept
those purchase orders;
- accounts for which Oppenheimer Capital is the investment adviser
(the Distributor must be advised of this arrangement) and persons who are
directors or trustees of the company or trust which is the beneficial
owner of such accounts;
- any unit investment trust that has entered into an appropriate
agreement with the Distributor;
- a TRAC-2000 401(k) plan (sponsored by the former Quest for Value
Advisors) whose Class B or Class C shares of a Former Quest for Value Fund
were exchanged for Class A shares of that Fund due to the termination of
the Class B and Class C TRAC-2000 program on November 24, 1995; or
- qualified retirement plans that had agreed with the former Quest
for Value Advisors to purchase shares of any of the Former Quest for Value
Funds at net asset value, with such shares to be held through DCXchange,
a sub-transfer agency mutual fund clearinghouse, provided that such
arrangements are consummated and share purchases commence by December 31,
1996.
Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions. Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:
- shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;
- shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or its affiliates
acts as sponsor;
- shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other Oppenheimer funds (other
than Oppenheimer Cash Reserves) or unit investment trusts for which
reinvestment arrangements have been made with the Distributor;
- shares purchased and paid for with the proceeds of shares
redeemed
in the past 12 months from a mutual fund (other than a fund managed by the
Manager or any of its subsidiaries) on which an initial sales charge or
contingent deferred sales charge was paid (this waiver also applies to
shares purchased by exchange of shares of Oppenheimer Money Market Fund,
Inc. that were purchased and paid for in this manner); this waiver must
be requested when the purchase order is placed for your shares of the
Fund, and the Distributor may require evidence of your qualification for
this waiver; or
- shares purchased with the proceeds of maturing principal of units
of any Qualified Unit Investment Liquid Trust Series.
Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions. 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 return excess contributions made to Retirement Plans;
- 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.
- Distribution and Service Plan for Class A Shares. The Fund has
adopted a Distribution and Service Plan for Class A shares to reimburse
the Distributor for a portion of its costs incurred in connection with the
personal service and maintenance of shareholder accounts that hold Class
A shares. Under the Plan, the Fund pays an annual asset-based sales
charge to the Distributor at an annual rate of 0.25% of the average annual
net assets of the class. The Fund also pays a service fee to the
Distributor of 0.25% of the average annual net assets of the class. The
Distributor uses all of the service fee and a portion of the asset-based
sales charge (equal to 0.15% for Class A shares purchased prior to
September 1, 1993 and 0.10% for Class A shares purchased on or after
September 1, 1993) to compensate dealers, brokers, banks and other
financial institutions quarterly for providing personal service and
maintenance of accounts of their customers that hold Class A shares. The
Distributor retains the balance of the asset-based sales charge to
reimburse itself for its other expenditures under the Plan.
Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining
accounts in the Fund, making the Fund's investment plans available and
providing other services at the request of the Fund or the Distributor.
The payments under the Plan increase the annual expenses of Class A
shares. For more details, please refer to "Distribution and Service Plans"
in the Statement of Additional Information.
Buying Class B Shares. Class B shares are sold at net asset value per
share without an initial sales charge. However, if Class B shares are
redeemed within 6 years of their purchase, a contingent deferred sales
charge will be deducted from the redemption proceeds. That sales charge
will not apply to shares purchased by the reinvestment of dividends or
capital gains distributions. The contingent deferred sales charge will
be based on the lesser of the net asset value of the redeemed shares at
the time of redemption or the original offering price (which is the
original net asset value). The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price (including increases
due to the reinvestment of dividends and capital gains distributions). The
Class B contingent deferred sales charge is paid to the Distributor to
reimburse its expenses of providing distribution-related services to the
Fund in connection with the sale of Class B shares.
To determine whether the contingent deferred sales charge applies
to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 6 years, and (3) shares held the longest during the
6-year period. The contingent deferred sales charge is not imposed in the
circumstances described in "Waivers of Class B and Class C Sales Charges"
below.
The amount of the contingent deferred sales charge will depend on
the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:
Years Since Contingent Deferred Sales Charge
Beginning of Month In Which on Redemptions in that Year
Purchase Order was Accepted (As % of Amount Subject to
Charge)
0 - 1 5.0%
1 - 2 4.0%
2 - 3 3.0%
3 - 4 3.0%
4 - 5 2.0%
5 - 6 1.0%
6 and following None
In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the first regular business day of the month in which
the purchase was made.
- Automatic Conversion of Class B Shares. 72 months after you
purchase Class B shares, those shares will automatically convert to Class
A shares. This conversion feature relieves Class B shareholders of the
asset-based sales charge that applies to Class B shares under the Class
B Distribution and Service Plan, described below. The conversion is based
on the relative net asset value of the two classes, and no sales load or
other charge is imposed. When Class B shares convert, any other Class B
shares that were acquired by the reinvestment of dividends and
distributions on the converted shares will also convert to Class A shares.
The conversion feature is subject to the continued availability of a tax
ruling described in "Alternative Sales Arrangements - Class A, Class B and
Class C Shares" in the Statement of Additional Information.
- Distribution and Service Plan for Class B Shares. The Fund has
adopted a Distribution and Service Plan for Class B shares to compensate
the Distributor for distributing Class B shares and servicing accounts.
This Plan is described below under "Buying Class C Shares - Distribution
and Service Plans for Class B and Class C Shares."
- Waivers of Class B Sales Charges. The Class B contingent
deferred
sales charge will not apply to shares purchased in certain types of
transactions, nor will it apply to shares redeemed in certain
circumstances, as described below under "Buying Class C Shares - Waivers
of Class B and Class C Sales Charges."
Buying Class C Shares. Class C shares are sold at net asset value per
share without an initial sales charge. However, if Class C shares are
redeemed within 12 months of their purchase, a contingent deferred sales
charge of 1.0% will be deducted from the redemption proceeds. That sales
charge will not apply to shares purchased by the reinvestment of dividends
or capital gains distributions. The contingent deferred sales charge will
be based on the lesser of the net asset value of the redeemed shares at
the time of redemption or the original offering price (which is the
original net asset value). The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price. The Class C
contingent deferred sales charge is paid to compensate the Distributor for
its expenses of providing distribution-related services to the Fund in
connection with the sale of Class C shares.
To determine whether the contingent deferred sales charge applies
to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.
- Distribution and Service Plans for Class B and Class C Shares.
The Fund has adopted Distribution and Service Plans for Class B and Class
C shares to compensate the Distributor for its services and costs in
distributing Class B and Class C shares and servicing accounts. Under the
Plans, the Fund pays the Distributor an annual "asset-based sales charge"
of 0.75% per year on Class B shares that are outstanding for 6 years or
less and on Class C shares. The Distributor also receives a service fee
of 0.25% per year under each Plan.
Under each Plan, both fees are computed on the average of the net
asset value of shares in the respective class, determined as of the close
of each regular business day during the period. The asset based sales
charge and service fees increase Class B and Class C expenses by up to
1.00% of the net assets per year of the respective class.
The Distributor uses the service fees to compensate dealers for
providing personal services for accounts that hold Class B or Class C
shares. Those services are similar to those provided under the Class A
Service Plan, described above. The Distributor pays the 0.25% service
fees to dealers in advance for the first year after Class B or Class C
shares have been sold by the dealer and retains the service fee paid by
the Fund in that year. After the shares have been held for a year, the
Distributor pays the service fees to dealers on a quarterly basis.
The asset-based sales charge allows investors to buy Class B or
Class
C shares without a front-end sales charge while allowing the Distributor
to compensate dealers that sell those shares. The Fund pays the asset-
based sales charges to the Distributor for its services rendered in
distributing Class B and Class C shares. Those payments are at a fixed
rate that is not related to the Distributor's expenses. The services
rendered by the Distributor include paying and financing the payment of
sales commissions, service fees and other costs of distributing and
selling Class B and Class C shares.
The Distributor currently pays sales commissions of 3.75% of the
purchase price of Class B shares to dealers from its own resources at the
time of sale. Including the advance of the service fee, the total amount
paid by the Distributor to the dealer at the time of sale of Class B
shares is 4.00% of the purchase price. The Distributor retains the Class
B asset-based sales charge.
The Distributor currently pays sales commissions of 0.75% of the
purchase price of Class C shares to dealers from its own resources at the
time of sale. Including the advance of the service fee the total amount
paid by the Distributor to the dealer at the time of sale of Class C
shares is 1.00% of the purchase price. The Distributor retains the asset-
based sales charge during the first year Class C shares are outstanding
to recoup sales commissions it has paid, the advances of service fee
payments it has made, and its financing costs and other expenses. The
Distributor plans to pay the asset-based sales charge as an ongoing
commission to the dealer on Class C shares that have been outstanding for
a year or more.
The Distributor's actual expenses in selling Class B and Class C
shares may be more than the payments it receives from contingent deferred
sales charges collected on redeemed shares and from the Fund under the
Distribution and Service Plans for Class B and Class C shares. If either
Plan is terminated by the Fund, the Board of Trustees may allow the Fund
to continue payments of the service fee and/or asset-based sales charge
to the Distributor for distributing Class B or Class C shares, as
appropriate, before the Plan was terminated.
- Waivers of Class B and Class C Sales Charges. The Class B and
Class C contingent deferred sales charges will not be applied to shares
purchased in certain types of transactions nor will it apply to Class B
and Class C shares redeemed in certain circumstances as described below.
The reasons for this policy are in "Reduced Sales Charges" in the
Statement of Additional Information.
Waivers for Redemptions in Certain Cases. The Class B and Class
C
contingent deferred sales charges will be waived for redemptions of shares
in the following cases if the Transfer Agent is notified that these
conditions apply at redemption:
- distributions to participants or beneficiaries from Retirement
Plans, if the distributions are made (a) under an Automatic Withdrawal
Plan after the participant reaches age 59-1/2, as long as the payments are
no more than 10% of the account value annually (measured from the date the
Transfer Agent receives the request), or (b) following the death or
disability (as defined in the Internal Revenue Code ("IRC")) of the
participant or beneficiary (the death or disability must have occurred
after the account was established);
- redemptions from accounts other than Retirement Plans following
the
death or disability of the last surviving shareholder, including a trustee
of a "grantor" trust or revocable living trust for which the trustee is
also the sole beneficiary (the death or disability must have occurred
after the account was established, and for disability you must provide
evidence of a determination of disability by the Social Security
Administration);
- returns of excess contributions to Retirement Plans;
- distributions from retirement plans to make "substantially equal
periodic payments", under Section 72(t) of the Internal Revenue Code,
provided the distributions do not exceed 10% of the account value
annually, measured from the date the Transfer Agent receives the request;
- shares redeemed involuntarily, as described in "Shareholder
Account
Rules and Policies," below; or
- distributions from OppenheimerFunds prototype 401(k) plans: (1)
for hardship withdrawals; (2) under a Qualified Domestic Relations
Order, as defined in the IRC; (3) to meet minimum distribution
requirements as defined in the IRC; (4) to make "substantially equal
periodic payments" as described in Section 72(t) of the Internal Revenue
Code; or (5) for separation from service.
Waivers for Shares Sold or Issued in Certain Transactions. The
contingent deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:
- shares sold to the Manager or its affiliates;
- shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; or
- shares issued in plans or reorganization to which the Fund is a
party.
The Class B and Class C contingent deferred sales charge will be
waived for certain additional types of redemptions, if the shares were
purchased prior to November 24, 1995, as set forth in Appendix A to this
Prospectus.
Special Investor Services
AccountLink. OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types
of account transactions. These include purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.
AccountLink privileges should be requested on the Application you
use
to buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges by sending signature-guaranteed
instructions to the Transfer Agent. AccountLink privileges will apply to
each shareholder listed in the registration on your account as well as to
your dealer representative of record unless and until the Transfer Agent
receives written instructions terminating or changing those privileges.
After you establish AccountLink for your account, any change of bank
account information must be made by signature-guaranteed instructions to
the Transfer Agent signed by all shareholders who own the account.
- Using AccountLink to Buy Shares. Purchases may be made by
telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457. The purchase payment will be debited from
your bank account.
- PhoneLink. PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used
on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.
- Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310. You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.
- Exchanging Shares. With the OppenheimerFunds exchange privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another Oppenheimer funds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.
- Selling Shares. You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds
directly to your AccountLink bank account. Please refer to "How to Sell
Shares," below, for details.
Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
Oppenheimer funds account on a regular basis:
- Automatic Withdrawal Plans. If your Fund account is worth $5,000
or more, you can establish an Automatic Withdrawal Plan to receive
payments of at least $50 on a monthly, quarterly, semi-annual or annual
basis. The checks may be sent to you or sent automatically to your bank
account on AccountLink. You may even set up certain types of withdrawals
of up to $1,500 per month by telephone. You should consult the
Application and Statement of Additional Information for more details.
- Automatic Exchange Plans. You can authorize the Transfer Agent
to
exchange an amount you establish in advance automatically for shares of
up to five other Oppenheimer funds on a monthly, quarterly, semi-annual
or annual basis under an Automatic Exchange Plan. The minimum purchase
for each other Oppenheimer funds account is $25. These exchanges are
subject to the terms of the exchange privilege, described below.
Reinvestment Privilege. If you redeem some or all of your Class A or
Class B shares of the Fund, you have up to 6 months to reinvest all or
part of the redemption proceeds in Class A shares of the Fund or other
Oppenheimer funds without paying a sales charge. This privilege applies
to Class A shares that you purchased subject to an initial sales charge
and to Class A shares on which you paid a contingent deferred sales charge
when you redeemed them. This privilege does not apply to Class C shares.
You must be sure to ask the Distributor for this privilege when you send
your payment. Please consult the Statement of Additional Information for
more details.
Retirement Plans. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:
- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR/SEP IRAs
- Pension and Profit-Sharing Plans for self-employed persons and
small business owners
- 401(k) prototype retirement plans for businesses
Please call the Distributor for the OppenheimerFunds plan
documents,
which contain important information and applications.
How to Sell Shares
You can arrange to take money out of your account by selling
(redeeming) some or all of your shares on any regular business day. Your
shares will be sold at the next net asset value calculated after your
order is received and accepted by the Transfer Agent. The Fund offers you
a number of ways to sell your shares: in writing or by telephone. You can
also set up Automatic Withdrawal Plans to redeem shares on a regular
basis, as described above. If you have questions about any of these
procedures, and especially if you are redeeming shares in a special
situation, such as due to the death of the owner, or from a retirement
plan, please call the Transfer Agent first, at 1-800-525-7048, for
assistance.
- Retirement Accounts. To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax withholding
requirements for distributions from retirement plans and you must submit
a withholding form with your request to avoid delay. If your retirement
plan account is held for you by your employer, you must arrange for the
distribution request to be sent by the plan administrator or trustee.
There are additional details in the Statement of Additional Information.
- Certain Requests Require A Signature Guarantee. To protect you
and
the Fund from fraud, certain redemption requests must be in writing and
must include a signature guarantee in the following situations (there may
be other situations also requiring a signature guarantee):
- You wish to redeem more than $50,000 worth of shares and receive
a check
- The redemption check is not payable to all shareholders listed
on
the account statement
- The redemption check is not sent to the address of record on your
account statement
- Shares are being transferred to a Fund account with a different
owner or name
- Shares are redeemed by someone other than the owners (such as an
Executor)
- Where Can I Have My Signature Guaranteed? The Transfer Agent
will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing as a fiduciary or on behalf of a corporation, partnership or
other business, you must also include your title in the signature.
Selling Shares by Mail. Write a "letter of instructions" that includes:
- Your name
- The Fund's name
- Your Fund account number (from your account statement)
- The dollar amount or number of shares to be redeemed
- Any special payment instructions
- Any share certificates for the shares you are selling
- The signatures of all registered owners exactly as the account
is
registered, and
- Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.
Use the following address for Send courier or Express Mail
request by mail: requests to:
OppenheimerFunds Services OppenheimerFunds Services
P.O. Box 5270 10200 E. Girard Ave., Building
D
Denver, Colorado 80217 Denver, Colorado 80231
Selling Shares by Telephone. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M. but may be earlier on some days. Shares held in an
OppenheimerFunds retirement plan or under a share certificate may not be
redeemed by telephone.
- To redeem shares through a service representative, call
1-800-852-
8457
- To redeem shares automatically on PhoneLink, call 1-800-533-3310
Whichever method you use, you may have a check sent to the address
on the account statement, or, if you have linked your Fund account to your
bank account on AccountLink, you may have the proceeds wired to that bank
account.
- Telephone Redemptions Paid by Check. Up to $50,000 may be
redeemed
by telephone, in any 7-day period. The check must be payable to all
owners of record of the shares and must be sent to the address on the
account statement. This service is not available within 30 days of
changing the address on an account.
- Telephone Redemptions Through AccountLink. There are no dollar
limits on telephone redemption proceeds sent to a bank account designated
when you establish AccountLink. Normally the ACH transfer to your bank is
initiated on the business day after the redemption. You do not receive
dividends on the proceeds of the shares you redeemed while they are
waiting to be transferred.
Selling Shares Through Your Dealer. The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers. Brokers or dealers may charge for that service. Please refer
to "Special Arrangements for Repurchase of Shares from Dealers and
Brokers" in the Statement of Additional Information for more details.
How to Exchange Shares
Shares of the Fund may be exchanged for shares of certain
Oppenheimer
funds at net asset value per share at the time of exchange, without sales
charge. To exchange shares, you must meet several conditions:
- Shares of the fund selected for exchange must be available for
sale
in your state of residence
- The prospectuses of this Fund and the fund whose shares you want
to buy must offer the exchange privilege
- You must hold the shares you buy when you establish your account
for at least 7 days before you can exchange them; after the account is
open 7 days, you can exchange shares every regular business day
- You must meet the minimum purchase requirements for the fund you
purchase by exchange
- Before exchanging into a fund, you should obtain and read its
prospectus
Shares of a particular class of the Fund may be exchanged only for
shares of the same class in the other Oppenheimer funds. For example, you
can exchange Class A shares of this Fund only for Class A shares of
another fund. At present, Oppenheimer Money Market Fund, Inc. offers only
one class of shares, which are considered to be Class A shares for this
purpose. In some cases, sales charges may be imposed on exchange
transactions. Please refer to "How to Exchange Shares" in the Statement
of Additional Information for more details.
Exchanges may be requested in writing or by telephone:
- Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."
- Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by
using PhoneLink for automated exchanges, by calling 1-800-533-3310.
Telephone exchanges may be made only between accounts that are registered
with the same name(s) and address. Shares held under certificates may not
be exchanged by telephone.
You can find a list of Oppenheimer funds currently available for
exchanges in the Statement of Additional Information or obtain one by
calling a service representative at 1-800-525-7048. That list can change
from time to time.
There are certain exchange policies you should be aware of:
- Shares are normally redeemed from one fund and purchased from the
other fund in the exchange transaction on the same regular business day
on which the Transfer Agent receives an exchange request that is in proper
form by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M. but may be earlier on some days. However, either fund
may delay the purchase of shares of the fund you are exchanging into up
to 7 days if it determines it would be disadvantaged by a same-day
transfer of the proceeds to buy shares. For example, the receipt of
multiple exchange requests from a dealer in a "market-timing" strategy
might require the sale of portfolio of securities at a time or price
disadvantageous to the Fund.
- Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.
- The Fund may amend, suspend or terminate the exchange privilege
at
any time. Although the Fund will attempt to provide you notice whenever
it is reasonably able to do so, it may impose these changes at any time.
- For tax purposes, exchanges of shares involve a redemption of the
shares of the Fund you own and purchase of the shares of the other fund,
which may result in a capital gain or loss. For more information about
the taxes affecting exchanges, please refer to "How to Exchange Shares"
in the Statement of Additional Information.
- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.
Shareholder Account Rules and Policies
- Net Asset Value Per Share is determined for each class of shares
as of the close of The New York Stock Exchange that day, which is normally
4:00 P.M. but may be earlier on some days, on the day the Exchange is open
by dividing the value of the Fund's net assets attributable to a class by
the number of shares of that class that are outstanding. The Fund's Board
of Trustees has established procedures to value the Fund's securities to
determine net asset value. In general, securities values are based on
market value. There are special procedures for valuing illiquid and
restricted securities and obligations for which market values cannot be
readily obtained. These procedures are described more completely in the
Statement of Additional Information.
- The offering of shares may be suspended during any period in
which
the determination of net asset value is suspended, and the offering may
be suspended by the Board of Trustees at any time the Board believes it
is in the Fund's best interest to do so.
- Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.
- The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither the Transfer Agent nor the Fund will
be liable for losses or expenses arising out of telephone instructions
reasonably believed to be genuine. If you are unable to reach the
Transfer Agent during periods of unusual market activity, you may not be
able to complete a telephone transaction and should consider placing your
order by mail.
- Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time
to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.
- Dealers that can perform account transactions for their clients
by
participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously.
- The redemption price for shares will vary from day to day because
the value of the securities in the Fund's portfolio fluctuates, and the
redemption price, which is the net asset value per share, will normally
be different for Class A, Class B, Class C and Class Y shares. Therefore,
the redemption value of your shares may be more or less than their
original cost.
arrange
- Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except
under unusual circumstances determined by the Securities and Exchange
Commission delaying or suspending such payments. For accounts registered
in the name of a broker-dealer, payment will be forwarded within 3
business days. The Transfer Agent may delay forwarding a check or
processing a payment via AccountLink for recently purchased shares, but
only until the purchase payment has cleared. That delay may be as much
as 10 days from the date the shares were purchased. That delay may be
avoided if you purchase shares by certified check or arrange to have your
bank provide telephone or written assurance to the Transfer Agent that
your purchase payment has cleared.
- Involuntary redemptions of small accounts may be made by the Fund
if the account value has fallen below $500 for reasons other than the fact
that the market value of shares has dropped, and in some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.
- Under unusual circumstances, shares of the Fund may be redeemed
"in
kind", which means that the redemption proceeds will be paid with
securities from the Fund's portfolio. Please refer to "How to Sell
Shares" in the Statement of Additional Information for more details.
- "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from taxable dividends, distributions and redemption proceeds
(including exchanges) if you fail to furnish the Fund a certified Social
Security or taxpayer identification number when you sign your application,
or if you violate Internal Revenue Service regulations on tax reporting
of dividends.
- The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee. That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent.
Under the circumstances described in "How to Buy Shares," you may be
subject to a contingent deferred sales charges when redeeming certain
Class A, Class B and Class C shares.
- To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and address on the Fund's records.
However, each shareholder may call the Transfer Agent at 1-800-525-7048
to ask that copies of those materials be sent personally to that
shareholder.
Dividends, Capital Gains and Taxes
Dividends. The Fund declares dividends separately for Class A,
Class
B, Class C and Class Y shares from net investment income on an annual
basis and normally pays those dividends to shareholders following the end
of its fiscal year, which is October 31. Dividends paid on Class A and
Class Y shares generally are expected to be higher. Class C shares
because expenses allocable to Class B and Class C shares will generally
be higher than for Class A shares. There is no fixed dividend rate and
there can be no assurance as to the payment of any dividends or the
realization of any gains.
Capital Gains. The Fund may make distributions annually in December out
of any net short-term or long-term capital gains, and the Fund may make
supplemental distributions of dividends and capital gains following its
fiscal year which ended October 31. Short-term capital gains are treated
as dividends for tax purposes. Long-term capital gains will be separately
identified in the tax information the Fund sends you after the end of the
calendar year. There can be no assurances that the Fund will pay any
capital gains distributions in a particular year.
Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are reinvested.
For other accounts, you have four options:
- Reinvest All Distributions in the Fund. You can elect to
reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.
- Reinvest Long-Term Capital Gains Only. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by check or
sent to your bank account on AccountLink.
- Receive All Distributions in Cash. You can elect to receive a
check
for all dividends and long-term capital gains distributions or have them
sent to your bank on AccountLink.
- Reinvest Your Distributions in Another Oppenheimer Fund Account.
You can reinvest all distributions in another Oppenheimer fund account you
have established.
Taxes. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the
Fund. Long-term capital gains are taxable as long-term capital gains when
distributed to shareholders. It does not matter how long you have held
your shares. Dividends paid from short-term capital gains and net
investment income are taxable as ordinary income. Distributions are
subject to federal income tax and may be subject to state or local taxes.
Your distributions are taxable when paid, whether you reinvest them in
additional shares or take them in cash. Every year the Fund will send you
and the IRS a statement showing the amount of each taxable distribution
you received in the previous year.
- "Buying a Dividend". When the Fund goes ex-dividend, its share
price is reduced by the amount of the distribution. If you buy shares on
or just before the ex-dividend date, or just before the Fund declares a
capital gains distribution, you will pay the full price for the shares and
then receive a portion of the price back as a taxable dividend or capital
gain.
- Taxes on Transactions. Share redemptions, including redemptions
for
exchanges, are subject to capital gains tax. Generally speaking a capital
gain or loss is the difference between the price you paid for the shares
and the price you receive when you sell them.
- Returns of Capital. In certain cases distributions made by the
Fund may be considered a non-taxable return of capital to shareholders.
If that occurs, it will be identified in notices to shareholders. A non-
taxable return of capital may reduce your tax basis in your Fund shares.
This information is only a summary of certain federal tax
information
about your investment. More information is contained in the Statement of
Additional Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your particular
tax situation.
<PAGE>
APPENDIX A
Special Sales Charge Arrangements for Shareholders of the Fund
Who Were Shareholders of the Former Quest for Value Funds
The initial and contingent deferred sales charge rates and waivers
for Class A, Class B and Class C shares of the Fund described elsewhere
in this Prospectus are modified as described below for those shareholders
of (i) Oppenheimer Quest Value Fund, Inc., Oppenheimer Quest Growth &
Income Value Fund, Oppenheimer Quest Opportunity Value Fund, Oppenheimer
Quest Small Cap Value Fund and Oppenheimer Quest Global Value Fund, Inc.
on November 24, 1995, when OppenheimerFunds, Inc. became the investment
adviser to those funds, and (ii) Quest for Value U.S. Government Income
Fund, Quest for Value Investment Quality Income Fund, Quest for Value
Global Income Fund, Quest for Value New York Tax-Exempt Fund, Quest for
Value National Tax-Exempt Fund and Quest for Value California Tax-Exempt
Fund when those funds merged into various Oppenheimer funds on November
24, 1995. The funds listed above are referred to in this Prospectus as
the "Former Quest for Value Funds."
Class A Sales Charges
- - Reduced Class A Initial Sales Charge Rates for Certain Former Quest
Shareholders
- - Purchases by Groups, Associations and Certain Qualified Retirement
Plans. The following table sets forth the initial sales charge rates for
Class A shares purchased by a "Qualified Retirement Plan" through a single
broker, dealer or financial institution, or by members of "Associations"
formed for any purpose other than the purchase of securities if that
Qualified Retirement Plan or that Association purchased shares of any of
the Former Quest for Value Funds or received a proposal to purchase such
shares from OCC Distributors prior to November 24, 1995. For this purpose
only, a "Qualified Retirement Plan" includes any 401(k) plan, 403(b) plan,
and SEP/IRA or IRA plan for employees of a single employer.
Front-End Front-End
Sales Sales
Commission
Charge Charge
as
Number of as a as a
Percentage
Eligible Percentage Percentage
of
Employees of Offering of Amount
Offering
or Members Price Invested
Price
- --------------------------------------------------------------
9 or fewer 2.50% 2.56%
2.00%
- --------------------------------------------------------------
At least 10 but not
more than 49 2.00% 2.04%
1.60%
For purchases by Qualified Retirement plans and Associations having
50 or more eligible employees or members, there is no initial sales charge
on purchases of Class A shares, but those shares are subject to the Class
A contingent deferred sales charge described on pages ___ and ___ of this
Prospectus.
Purchases made under this arrangement qualify for the lower of the
sales charge rate in the table based on the number of eligible employees
in a Qualified Retirement Plan or members of an Association or the sales
charge rate that applies under the Rights of Accumulation described above
in the Prospectus. In addition, purchases by 401(k) plans that are
Qualified Retirement Plans qualify for the waiver of the Class A initial
sales charge if they qualified to purchase shares of any of the Former
Quest For Value Funds by virtue of projected contributions or investments
of $1 million or more each year. Individuals who qualify under this
arrangement for reduced sales charge rates as members of Associations, or
as eligible employees in Qualified Retirement Plans also may purchase
shares for their individual or custodial accounts at these reduced sales
charge rates, upon request to the Fund's Distributor.
- - Special Class A Contingent Deferred Sales Charge Rates
Class A shares of the Fund purchased by exchange of shares of other
Oppenheimer funds that were acquired as a result of the merger of Former
Quest for Value Funds into those Oppenheimer funds, and which shares were
subject to a Class A contingent deferred sales charge prior to November
24, 1995 will be subject to a contingent deferred sales charge at the
following rates: if they are redeemed within 18 months of the end of the
calendar month in which they were purchased, at a rate equal to 1.0% if
the redemption occurs within 12 months of their initial purchase and at
a rate of 0.50 of 1.0% if the redemption occurs in the subsequent six
months. Class A shares of any of the Former Quest for Value Funds
purchased without an initial sales charge on or before November 22, 1995
will continue to be subject to the applicable contingent deferred sales
charge in effect as of that date as set forth in the then-current
prospectus for such fund.
- - Waiver of Class A Sales Charges for Certain Shareholders
Class A shares of the Fund purchased by the following investors are not
subject to any Class A initial or contingent deferred sales charges:
- Shareholders of the Fund who were shareholders of the AMA Family
of Funds on February 28, 1991 and who acquired shares of any of the Former
Quest for Value Funds by merger of a portfolio of the AMA Family of Funds.
- Shareholders of the Fund who acquired shares of any Former Quest
for Value Fund by merger of any of the portfolios of the Unified Funds.
- - Waiver of Class A Contingent Deferred Sales Charge in Certain
Transactions
The Class A contingent deferred sales charge will not apply to redemptions
of Class A shares of the Fund purchased by the following investors who
were shareholders of any Former Quest for Value Fund:
- Investors who purchased Class A shares from a dealer that is or
was
not permitted to receive a sales load or redemption fee imposed on a
shareholder with whom that dealer has a fiduciary relationship under the
Employee Retirement Income Security Act of 1974 and regulations adopted
under that law.
- Participants in Qualified Retirement Plans that purchased shares
of any of the Former Quest For Value Funds pursuant to a special
"strategic alliance" with the distributor of those funds. The Fund's
Distributor will pay a commission to the dealer for purchases of Fund
shares as described above in "Class A Contingent Deferred Sales Charge."
Class A, Class B and Class C Contingent Deferred Sales Charge Waivers
- - Waivers for Redemptions of Shares Purchased Prior to March 6, 1995
In the following cases, the contingent deferred sales charge will be
waived for redemptions of Class A, Class B or Class C shares of the Fund
acquired by merger of a Former Quest for Value Fund into the Fund or by
exchange from an Oppenheimer fund that was a Former Quest for Value Fund
or into which such fund merged, if those shares were purchased prior to
March 6, 1995: in connection with (i) distributions to participants or
beneficiaries of plans qualified under Section 401(a) of the Internal
Revenue Code or from custodial accounts under Section 403(b)(7) of the
Code, Individual Retirement Accounts, deferred compensation plans under
Section 457 of the Code, and other employee benefit plans, and returns of
excess contributions made to each type of plan, (ii) withdrawals under an
automatic withdrawal plan holding only either Class B or Class C shares
if the annual withdrawal does not exceed 10% of the initial value of the
account, and (iii) liquidation of a shareholder's account if the aggregate
net asset value of shares held in the account is less than the required
minimum value of such accounts.
- - Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995.
In the following cases, the contingent deferred sales charge will be
waived for redemptions of Class A, Class B or Class C shares of the Fund
acquired by merger of a Former Quest for Value Fund into the Fund or by
exchange from an Oppenheimer fund that was a Former Quest For Value Fund
or into which such fund merged, if those shares were purchased on or after
March 6, 1995, but prior to November 24, 1995: (1) distributions to
participants or beneficiaries from Individual Retirement Accounts under
Section 408(a) of the Internal Revenue Code or retirement plans under
Section 401(a), 401(k), 403(b) and 457 of the Code, if those distributions
are made either (a) to an individual participant as a result of separation
from service or (b) following the death or disability (as defined in the
Code) of the participant or beneficiary; (2) returns of excess
contributions to such retirement plans; (3) redemptions other than from
retirement plans following the death or disability of the shareholder(s)
(as evidenced by a determination of total disability by the U.S. Social
Security Administration); (4) withdrawals under an automatic withdrawal
plan (but only for Class B or Class C shares) where the annual withdrawals
do not exceed 10% of the initial value of the account; and (5) liquidation
of a shareholder's account if the aggregate net asset value of shares held
in the account is less than the required minimum account value. A
shareholder's account will be credited with the amount of any contingent
deferred sales charge paid on the redemption of any Class A, Class B or
Class C shares of the Fund described in this section if within 90 days
after that redemption, the proceeds are invested in the same Class of
shares in this Fund or another Oppenheimer fund.
Special Dealer Arrangements
Dealers who sold Class B shares of a Former Quest for Value Fund to Quest
for Value prototype 401(k) plans that were maintained on the TRAC-2000
recordkeeping system and that were transferred to an OppenheimerFunds
prototype 401(k) plan shall be eligible for an additional one-time payment
by the Distributor of 1% of the value of the plan assets transferred, but
that payment may not exceed $5,000 as to any one plan.
Dealers who sold Class C shares of a Former Quest for Value Fund to Quest
for Value prototype 401(k) plans that were maintained on the TRAC-2000
recordkeeping system and (i) the shares held by those plans were exchanged
for Class A shares, or (ii) the plan assets were transferred to an
OppenheimerFunds prototype 401(k) plan, shall be eligible for an
additional one-time payment by the Distributor of 1% of the value of the
plan assets transferred, but that payment may not exceed $5,000.
<PAGE>
APPENDIX TO PROSPECTUS OF
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Graphic material included in Prospectus of Oppenheimer Quest
Opportunity Value Fund: "Comparison of Total Return of Oppenheimer Quest
Opportunity Value Fund with the S&P 500 Index - Change in Value of $10,000
Hypothetical Investments in Class A, Class B and Class C Shares of
Oppenheimer Quest Opportunity Value Fund and the S&P 500 Index."
Linear graphs will be included in the Prospectus of Oppenheimer
Quest
Opportunity Value Fund (the "Fund") depicting the initial account value
and subsequent account value of a hypothetical $10,000 investment in the
Fund. In the case of the Fund's Class A shares, that graph will cover the
period from inception (1/3/89) through 10/31/96, and in the case of the
Fund's Class B and Class C shares, will cover the period from the
inception of the class (9/1/93) through 10/31/96. The graph will compare
such values with hypothetical $10,000 investments over the same time
periods in the S&P 500 Index. Set forth below are the relevant data
points that will appear on the linear graph. Additional information with
respect to the foregoing, including a description of the S&P 500 Index,
is set forth in the Prospectus under "Performance of the Fund - Comparing
the Fund's Performance to the Market."
Oppenheimer Quest
Fiscal Opportunity Value S&P 500
Period Ended Fund A Index
- ------------ ----------------- -------
1/03/89 $ $
10/31/89 $ $
10/31/90 $ $
10/31/91 $ $
10/31/92 $ $
10/31/93 $ $
10/31/94 $ $
10/31/95 $ $
10/31/96 $ $
Oppenheimer Quest
Fiscal Opportunity Value S&P 500
Period Ended Fund B Index
- ------------ ----------------- -------
9/01/93(2) $ $
10/31/93 $ $
10/31/94 $ $
10/31/95 $ $
10/31/96 $ $
Oppenheimer Quest
Fiscal Opportunity Value S&P 500
Period Ended Fund C Index
- ------------ ----------------- -------
9/01/93(2) $ $
10/31/93 $ $
10/31/94 $ $
10/31/95 $ $
10/31/96 $ $
- ---------------------
(2) Class B shares of the Fund were first publicly offered on 9/01/93.
(3) Class C shares of the Fund were first publicly offered on 9/01/93.
<PAGE>
Oppenheimer Quest Opportunity Value Fund
Two World Trade Center
New York, New York 10048-0203
1-800-525-7048
Investment Adviser
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Sub-Adviser
OpCap Advisors
One World Financial Center
New York, New York 10281
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
State Street Bank and Trust Company
P.O. Box 8505
Boston, Massachusetts 02266-8505
Independent Auditors
Price Waterhouse LLP
950 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
No dealer, broker, salesperson or any other person has been authorized to
give any information or to make any representations other than those
contained in this Prospectus or the Statement of Additional Information,
and if given or made, such information and representations must not be
relied upon as having been authorized by the Fund, OppenheimerFunds, Inc.,
OppenheimerFunds Distributor, Inc. or any affiliate thereof. This
Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any state to any
person to whom it is unlawful to make such an offer in such state.
<PAGE>
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Two World Trade Center, New York, New York 10048
1-800-525-7048
Statement of Additional Information dated December 16, 1996
This Statement of Additional Information of Oppenheimer Quest
Opportunity Value Fund is not a Prospectus. This document contains
additional information about the Fund and supplements information in the
Prospectus dated December 16, 1996. It should be read together with the
Prospectus, which may be obtained upon written request to the Fund's
Transfer Agent, OppenheimerFunds Services at P.O. Box 5270, Denver,
Colorado 80217, or by calling the Transfer Agent at the toll-free number
shown above.
Contents
Page
About the Fund
Investment Objective and Policies
Investment Policies and Strategies
Other Investment Techniques and Strategies
Other Investment Restrictions
How the Fund is Managed
Organization and History
Trustees and Officers of the Trust
The Manager and Its Affiliates
Brokerage Policies of the Fund
Performance of the Fund
Distribution and Service Plans
About Your Account
How To Buy Shares
How To Sell Shares
How To Exchange Shares
Dividends, Capital Gains and Taxes
Additional Information About the Fund
Financial Information About the Fund
Independent Auditors' Report
Financial Statements
Appendix A: Description of Ratings A-1
Appendix B: Corporate Industry Classifications B-1
<PAGE>
ABOUT THE FUND
Investment Objective and Policies
Investment Policies and Strategies. The investment objective and policies
of the Fund are described in the Prospectus. The Fund is one of four
portfolios of Oppenheimer Quest for Value Funds (the "Trust"). Set forth
below is supplemental information about those policies and the types of
securities in which the Fund may invest, as well as the strategies the
Fund may use to try to achieve its objective. Capitalized terms used in
this Statement of Additional Information have the same meaning as those
terms have in the Prospectus.
- Foreign Securities. The Fund may invest in securities (which may
be denominated in U.S. dollars or non-U.S. currencies) issued or
guaranteed by foreign corporations, certain supranational equities
(described below) and foreign governments or their agencies or
instrumentalities, and in securities issued by U.S. corporations
denominated in non-U.S. currencies. All such securities are referred to
as "foreign securities."
Investing in foreign securities offers the Fund potential
benefits
not available from investing solely in securities of domestic issuers,
including the opportunity to invest in foreign issuers that appear to
offer growth potential, or in foreign countries with economic policies or
business cycles different from those of the U.S., or to reduce
fluctuations in portfolio value by taking advantage of foreign stock
markets that do not move in a manner parallel to U.S. markets. If the
Fund's portfolio securities are held abroad, the countries in which such
securities may be held and the sub-custodians or depositories holding them
must be approved by the Trust's Board of Directors to the extent that
approval is required under applicable rules of the Securities and Exchange
Commission. In buying foreign securities, the Fund may convert U.S.
dollars into foreign currency, but only to effect securities transactions
on foreign securities exchanges and not to hold such securities as an
investment.
- Risks of Foreign Investing. Investing in foreign securities
involves special additional risks and considerations not typically
associated with investing in securities of issuers traded in the U.S.
These include: reduction of income by foreign taxes; fluctuation in value
of foreign portfolio investments due to changes in currency rates and
control regulations (e.g., currency blockage); transaction charges for
currency exchange; lack of public information about foreign issuers; lack
of uniform accounting, auditing and financial reporting standards
comparable to those applicable to domestic issuers; less volume on foreign
exchanges than on U.S. exchanges; greater volatility and less liquidity
on foreign markets than in the U.S.; less regulation of foreign issuers,
stock exchanges and brokers than in the U.S.; greater difficulties in
commencing lawsuits and obtaining judgments in foreign courts; higher
brokerage commission rates than in the U.S.; increased risks of delays in
settlement of portfolio transactions or loss of certificates for portfolio
securities; possibilities in some countries of expropriation of
nationalization of assets, confiscatory taxation, political, financial or
social instability or adverse diplomatic developments; and unfavorable
differences between the U.S. economy and foreign economies. In the past,
U.S. Government policies have discouraged certain investments abroad by
U.S. investors, through taxation or other restrictions, and it is
possible that such restrictions could be re-imposed.
- Emerging Market Countries: Certain developing countries may have
relatively unstable governments, economies based on only a few industries
that are dependent upon international trade, and reduced secondary market
countries is restricted or controlled in varying degrees. In the past,
securities in these countries have experienced greater price movement,
both positive and negative, than securities of companies located in
developed countries. Lower-rated high-yielding emerging market securities
may be considered to have speculative elements.
- U.S. Government Securities. Obligations of U.S. Government
agencies or instrumentalities (including mortgage-backed securities) may
or may not be guaranteed or supported by the "full faith and credit" of
the United States. Some are backed by the right of the issuer to borrow
from the U.S. Treasury; others, by discretionary authority of the U.S.
Government to purchase the agencies' obligations; while others are
supported only by the credit of the instrumentality. All U.S. Treasury
obligations are backed by the full faith and credit of the United States.
If the securities are not backed by the full faith and credit of the
United States, the owner of the securities must look principally to the
agency issuing the obligation for repayment and may not be able to assert
a claim against the United States in the event that the agency or
instrumentality does not meet its commitment. The Fund will invest in
U.S. Government Securities of such agencies and instrumentalities only
when the Manager is satisfied that the credit risk with respect to such
instrumentality is minimal.
- Mortgage-Backed Securities. Also known as pass-through
securities,
the homeowner's principal and interest payments pass from the originating
bank or savings and loan through the appropriate governmental agency to
investors, net of service charges. These pass-through securities include
participation certificates of Ginnie Mae, Freddie Mac and Fannie Mae.
The investment characteristics of mortgage-backed securities differ
from those of traditional debt securities. The effective maturity of a
mortgage-backed security may be shortened by unscheduled or early payment
of principal and interest on the underlying mortgages, which may affect
the effective yield of such securities. The principal that is returned
may be invested in instruments having a higher or lower yield than the
prepaid instruments depending on then-current market conditions. Such
securities therefore may be less effective as a means of "locking in"
attractive long-term interest rates and may have less potential for
appreciation during periods of declining interest rates than conventional
bonds with comparable stated maturities. The differences can result in
significantly greater price and yield volatility than is the case with
traditional debt securities. If the Fund purchases mortgage-backed
securities at a premium, a prepayment rate that is faster than expected
will reduce both the market value and the yield to maturity from that
which was anticipated, while a prepayment rate that is slower than
expected will have the opposite effect of increasing yield to maturity and
market value. Conversely, if the Fund purchases mortgage-backed
securities at a discount, faster than expected prepayments will increase,
while slower than expected prepayments will reduce, yield to maturity and
market value.
The Fund may invest in collateralized mortgage obligations ("CMOs")
that are issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or that are collateralized by a portfolio of mortgages
or mortgage-related securities guaranteed by such an agency or
instrumentality. Payment of the interest and principal generated by the
pool of mortgages is passed through to the holders as the payments are
received by the issuer of the CMO. CMOs may be issued in a variety of
classes or series ("tranches") that have different maturities. The
principal value of certain CMO tranches may be more volatile than other
types of mortgage-related securities, because of the possibility that the
principal value of the CMO may be prepaid earlier than the maturity of the
CMO as a result of prepayments of the underlying mortgage loans by the
borrowers.
As with other bond investments, the value of U.S. Government
Securities and mortgage-backed securities will tend to rise when interest
rates fall and to fall when interest rates rise. The value of mortgage-
backed securities may also be affected by changes in the market's
perception of the creditworthiness of the entity issuing or guaranteeing
them or by changes in government regulations and tax policies. Because
of these factors, the Fund's share value and yield are not guaranteed and
will fluctuate, and there can be no assurance that the Fund's objective
will be achieved. The magnitude of these fluctuations generally will be
greater when the average maturity of the Fund's portfolio securities is
longer.
- Money Market Securities. As stated in the Prospectus, the Fund
typically invests a part of its assets in money market securities, and may
invest up to 100% of its total assets in money market securities for
temporary defensive purposes. Money market securities in which the Fund
may invest include the following:
- Time Deposits and Variable Rate Notes. The Fund may invest in
fixed time deposits, whether or not subject to withdrawal penalties.
However, investment in such deposits which are subject to withdrawal
penalties, other than overnight deposits, are subject to the 10% limit on
illiquid investments set forth in the Prospectus for the Fund.
The commercial paper obligations which the Fund may buy are
unsecured
and may include variable rate notes. The nature and terms of a variable
rate note (i.e., a "Master Note") permit the Fund to invest fluctuating
amounts at varying rates of interest pursuant to a direct arrangement
between the Fund as lender, and the issuer, as borrower. It permits daily
changes in the amounts borrowed. The Fund has the right at any time to
increase, up to the full amount stated in the note agreement, or to
decrease the amount outstanding under the note. The issuer may prepay at
any time and without penalty any part or the full amount of the note. The
note may or may not be backed by one or more bank letters of credit.
Because these notes are direct lending arrangements between the Fund and
the issuer, it is not generally contemplated that they will be traded;
moreover, there is currently no secondary market for them. Except as
specifically provided in the Prospectus for each Fund, there is no
limitation on the type of issuer from whom these notes will be purchased.
However, in connection with such purchase and on an ongoing basis, OpCap
Advisors (the "Sub-Adviser") will consider the earning power, cash flow
and other liquidity ratios of the issuer, and its ability to pay principal
and interest on demand, including a situation in which all holders of such
notes made demand simultaneously. The Fund will not invest more than 5%
of its total assets in variable rate notes. Variable rate notes are
subject to the Fund's investment restriction on illiquid securities unless
such notes can be put back to the issuer on demand within seven days.
- Insured Bank Obligations. The Federal Deposit Insurance
Corporation ("FDIC") insures the deposits of federally insured banks and
savings and loan associations (collectively referred to as "banks") up to
$100,000. The Fund may, within the limits set forth in the Prospectus,
purchase bank obligations which are fully insured as to principal by the
FDIC. Currently, to remain fully insured as to principal, these
investments must be limited to $100,000 per bank. If the principal amount
and accrued interest together exceed $100,000, the excess principal and
accrued interest will not be insured. Insured bank obligations may have
limited marketability. Unless the Board of Trustees determines that a
readily available market exists for such obligations, the Fund will treat
such obligations as subject to the 10% limit for illiquid investments set
forth in the Prospectus for the Fund unless such obligations are payable
at principal amount plus accrued interest on demand or within seven days
after demand.
- Convertible Securities. The Fund may invest in fixed-income
securities which are convertible into common stock. Convertible
securities rank senior to common stocks in a corporation's capital
structure and, therefore, entail less risk than the corporation's common
stock. The value of a convertible security is a function of its
"investment value" (its value as if it did not have a conversion
privilege), and its "conversion value" (the security's worth if it were
to be exchanged for the underlying security, at market value, pursuant to
its conversion privilege).
To the extent that a convertible security's "investment value" is
greater than its "conversion value," its price will be primarily a
reflection of such "investment value" and its price will be likely to
increase when interest rates fall and decrease when interest rates rise,
as with a fixed-income security. The credit standing of the issuer and
other factors may also have an effect on the convertible security value.
If the "conversion value" exceeds the investment value, the price of the
convertible security will rise above its "investment value" and, in
addition, will sell at some premium over its "conversion value." This
premium represents the price investors are willing to pay for the
privilege of purchasing a fixed-income security with a possibility of
capital appreciation due to the conversion privilege. At such times the
price of the convertible security will tend to fluctuate directly with the
price of the underlying equity security. Convertible securities may be
purchased by the Fund at varying price levels above their "investment
values" and/or their "conversion values" in keeping with the Fund's
objectives.
- Investment Risks of Fixed-Income Securities. All fixed-income
securities are subject to two types of risks: credit risk and interest
rate risk. Credit risk relates to the ability of the issuer to meet
interest or principal payments on a security as they become due. Interest
rate risk refers to the fluctuations in value of fixed-income securities
resulting solely from the inverse relationship between price and yield of
outstanding fixed-income securities. An increase in prevailing interest
rates will generally reduce the market value of already-issued fixed-
income investments, and a decline in interest rates will tend to increase
their value. In addition, debt securities with longer maturities, which
tend to produce higher yields, are subject to potentially greater changes
in their prices from changes in interest rates than obligations with
shorter maturities. Fluctuations in the market value of fixed-income
securities after the Fund buys them will not affect the interest payable
on those securities, nor the cash income from such securities. However,
those price fluctuations will be reflected in the valuations of these
securities and therefore the Fund's net asset values.
Other Investment Techniques and Strategies.
- When-Issued Securities. The Fund may take advantage of offerings
of eligible portfolio securities on a "when-issued" basis where delivery
of and payment for such securities takes place sometime after the
transaction date on terms established on such date. Normally, settlement
on U.S. Government securities takes place within ten days. The Fund only
will make when-issued commitments on eligible securities with the
intention of actually acquiring the securities. If the Fund chooses to
dispose of the right to acquire a when-issued security prior to its
acquisition, it could, as with the disposition of any other portfolio
obligation, incur a gain or loss due to market fluctuation. When-issued
commitments will not be made if, as a result, more than 15% of the net
assets of the Fund would be so committed.
- Repurchase Agreements. The Fund may acquire securities subject
to
repurchase agreements for liquidity purposes to meet anticipated
redemptions, or pending the investment of the proceeds from sales of Fund
shares, or pending the settlement of purchases of portfolio securities.
In a repurchase transaction, the Fund purchases a security from,
and
simultaneously resells it to, an approved vendor (a U.S. commercial bank
or the U.S. branch of a foreign bank having total domestic assets of at
least $1 billion or a broker-dealer with a net worth of at least $50
million and which has been designated a primary dealer in government
securities), that must meet credit requirements set by the Trust's Board
of Trustees from time to time, for delivery on an agreed-on future date.
The resale price exceeds the purchase price by an amount that reflects an
agreed-upon interest rate effective for the period during which the
repurchase agreement is in effect. The majority of these transactions run
from day to day, and delivery pursuant to the resale typically will occur
within one to five days of the purchase. Repurchase agreements are
considered "loans" under the Investment Company Act, collateralized by the
underlying security. The Fund's repurchase agreements require that at all
times while the repurchase agreement is in effect, the value of the
collateral must equal or exceed the repurchase price to fully
collateralize the repayment obligation. Additionally, the Manager will
impose creditworthiness requirements to confirm that the vendor is
financially sound and will continuously monitor the collateral's
value.
- Illiquid and Restricted Securities. To enable the Fund to sell
restricted securities not registered under the Securities Act of 1933, the
Fund may have to cause those securities to be registered. The expenses
of registration of restricted securities may be negotiated by the Fund
with the issuer at the time such securities are purchased by the Fund,
if such registration is required before such securities may be sold
publicly. When registration must be arranged because the Fund wishes to
sell the security, a considerable period may elapse between the time the
decision is made to sell the securities and the time the Fund would be
permitted to sell them. The Fund would bear the risks of any downward
price fluctuation during that period. The Fund may also acquire, through
private placements, securities having contractual restrictions on their
resale, which might limit the Fund's ability to dispose of such securities
and might lower the amount realizable upon the sale of such securities.
The Fund has percentage limitations that apply to purchases of
restricted securities, as stated in the Prospectus. Those percentage
restrictions do not limit purchases of restricted securities that are
eligible for sale to qualified institutional purchasers pursuant to Rule
144A under the Securities Act of 1933, provided that those securities have
been determined to be liquid by the Board of Trustees of the Trust or by
the Sub-Advisor under Board-approved guidelines. Those guidelines take
into account the trading activity for such securities and the availability
of reliable pricing information, among other factors. If there is a lack
of trading interest in a particular Rule 144A security, the Fund's holding
of that security may be deemed to be illiquid.
- Loans of Portfolio Securities. The Fund may lend its portfolio
securities subject to the restrictions stated in the Prospectus. Under
applicable regulatory requirements (which are subject to change), the loan
collateral on each business day must at least equal the value of the
loaned securities and must consist of cash, bank letters of credit or
securities of the U.S. Government (or its agencies or instrumentalities).
To be acceptable as collateral, letters of credit must obligate a bank to
pay amounts demanded by the Fund if the demand meets the terms of the
letter. Such terms and the issuing bank must be satisfactory to the Fund.
When it lends securities, the Fund receives amounts equal to the dividends
or interest on loaned securities and also receives one or more of (a)
negotiated loan fees, (b) interest on securities used as collateral, and
(c) interest on short-term debt securities purchased with such loan
collateral. Either type of interest may be shared with the borrower. The
Fund may also pay reasonable finder's, custodian and administrative fees.
The terms of the Fund's loans must meet applicable tests under the
Internal Revenue Code and must permit the Fund to reacquire loaned
securities on five days' notice or in time to vote on any important
matter.
Other Investment Restrictions
The Fund's most significant investment restrictions are set forth
in
the Prospectus. There are additional investment restrictions that the
Fund must follow that are also fundamental policies. Fundamental policies
and the Fund's investment objective cannot be changed without the vote of
a "majority" of the Fund's outstanding voting securities. Under the
Investment Company Act of 1940, such a majority vote is defined as the
vote of the holders of the lesser of: (i) 67% or more of the shares
present or represented by proxy at a shareholder meeting, if the holders
of more than 50% of the outstanding shares are present or represented by
proxy, or (ii) more than 50% of the outstanding shares.
Under these additional restrictions, the Fund cannot:
- invest in physical commodities or physical commodity contracts
or
speculate in financial commodity contracts, but the Fund is authorized to
purchase and sell financial futures contracts and options on such futures
contracts exclusively for hedging and other non-speculative purposes to
the extent specified in the Prospectus;
- invest in real estate or real estate limited partnerships (direct
participation programs); however, the Fund may purchase securities of
issuers which engage in real estate operations and securities which are
secured by real estate or interests therein;
- purchase securities on margin (except for such short-term loans
as
are necessary for the clearance of purchases of portfolio securities) or
make short sales of securities except "against the box" (collateral
arrangements in connection with transactions in futures and options are
not deemed to be margin transactions);
- underwrite securities of other companies except in so far as the
Fund may be deemed to be an underwriter under the Securities Act of 1933
in disposing of a security ;
- invest in securities of other investment companies except in
connection with a merger, consolidation, reorganization or acquisition of
assets;
- invest in interests in oil, gas or other mineral exploration or
development programs or leases;
- purchase warrants if as a result the Fund would then have either
more than 5% of its total assets (determined at the time of investment)
invested in warrants or more than 2% of its total assets invested in
warrants not listed on the New York or American Stock Exchange;
- invest in securities of any issuer if, to the knowledge of the
Trust, any officer or trustee of the Trust or any officer or director of
the Manager or Sub-Adviser owns more than 1/2 of 1% of the outstanding
securities of such issuer, and such officers, trustees and directors who
own more than 1/2 of l% own in the aggregate more than 5% of the outstand-
ing securities of such issuer;
- pledge its assets or assign or otherwise encumber its assets in
excess of 10% of its net assets (taken at market value at the time of
pledging) and then only to secure borrowings effected within the
limitations set forth in the Prospectus;
- invest for the purpose of exercising control or management of
another company;
- issue senior securities as defined in the 1940 Act except insofar
as the Fund may be deemed to have issued a senior security by reason of:
(a) entering into any repurchase agreement; (b) borrowing money in
accordance with restrictions described above; or (c) lending portfolio
securities; or
- make loans to any person or individual except that portfolio
securities may be loaned by the Fund within the limitations set forth in
the Prospectus.
For purposes of the Fund's policy not to concentrate its assets
described in the Prospectus, the Fund has adopted, as a matter of non-
fundamental policy, the corporate industry classifications set forth in
Appendix B to this Statement of Additional Information.
How the Fund is Managed
Organization and History. Oppenheimer Quest Opportunity Value Fund
(referred to as the "Fund") is one of four portfolios of Oppenheimer Quest
For Value Funds (the "Trust"), a Massachusetts business trust. This
Statement of Additional Information may be used with the Fund's Prospectus
only to offer shares of the Fund.
The Trustees are authorized to create new series and classes of
series. The Trustees may reclassify unissued shares of the Trust or its
series or classes into additional series or classes of shares. The
Trustees may also divide or combine the shares of a class into a greater
or lesser number of shares without thereby changing the proportionate
beneficial interest of a shareholder in the Fund. Shares do not have
cumulative voting rights or preemptive or subscription rights. Shares may
be voted in person or by proxy.
As a Massachusetts business trust, the Fund is not required to
hold,
and does not plan to hold, regular annual meetings of shareholders. The
Fund will hold meetings when required to do so by the Investment Company
Act or other applicable law, or when a shareholder meeting is called by
the Trustees or upon proper request of the shareholders. Shareholders
have the right, upon the declaration in writing or vote of two-thirds of
the outstanding shares of the Fund, to remove a Trustee. The Trustees
will call a meeting of shareholders to vote on the removal of a Trustee
upon the written request of the record holders of 10% of its outstanding
shares. In addition, if the Trustees receive a request from at least 10
shareholders (who have been shareholders for at least six months) holding
shares of the Fund valued at $25,000 or more or holding at least 1% of the
Fund's outstanding shares, whichever is less, stating that they wish to
communicate with other shareholders to request a meeting to remove a
Trustee, the Trustees will then either make the Fund's shareholder list
available to the applicants or mail their communication to all other
shareholders at the applicants' expense, or the Trustees may take such
other action as set forth under Section 16(c) of the Investment Company
Act.
The Fund's Declaration of Trust contains an express disclaimer of
shareholder or Trustee liability for the Fund's obligations, and provides
for indemnification and reimbursement of expenses out of its property for
any shareholder held personally liable for its obligations. The
Declaration of Trust also provides that the Fund shall, upon request,
assume the defense of any claim made against any shareholder for any act
or obligation of the Fund and satisfy any judgment thereon. Thus, while
Massachusetts law permits a shareholder of a business trust (such as the
Fund) to be held personally liable as a "partner" under certain
circumstances, the risk of a Fund shareholder incurring financial loss on
account of shareholder liability is limited to the relatively remote
circumstances in which the Fund would be unable to meet its obligations
described above. Any person doing business with the Trust, and any
shareholder of the Trust, agrees under the Trust's Declaration of Trust
to look solely to the assets of the Trust for satisfaction of any claim
or demand which may arise out of any dealings with the Trust, and the
Trustees shall have no personal liability to any such person, to the
extent permitted by law.
Trustees and Officers of the Trust. The Trust's Trustees and officers,
and the Fund's portfolio manager (who is not an officer), are listed
below, together with principal occupations and business affiliations
during the past five years. All of the Trustees are directors or trustees
of Oppenheimer Quest for Value Funds (Oppenheimer Quest Growth & Income
Value Fund, Oppenheimer Quest Small Cap Value Fund, Oppenheimer Quest
Officers Value Fund, Oppenheimer Quest Value Fund, Inc., Oppenheimer Quest
Global Value Fund, Inc.), (collectively, the "Oppenheimer Quest Funds"),
Rochester Portfolio Series - Limited-Term New York Municipal Fund, Bond
Fund Series - Oppenheimer Bond Fund For Growth and Rochester Fund
Municipals (collectively, the "Rochester Funds"). The address of each is
Two World Trade Center, New York, New York 10048, except as noted. As of
November __, 1996, the trustees and officers of the Trust as a group owned
less than 1% of the outstanding shares of each class of the Fund. The
foregoing does not include shares held of record by an employee benefit
plan for employees of the Manager for which one of the officers listed
below, Mr. Donohue, is a trustee, other than the shares beneficially owned
under that plan by the Fund listed below.
Bridget A. Macaskill, Chairman of the Board of Trustees and President;
Age: 48.
President, Chief Executive Officer and a Director of the Manager and
HarbourView Asset Management Corporation ("HarbourView"), a subsidiary of
the Manager; President and a Director of Oppenheimer Acquisition Corp.
("OAC") the Manager's parent holding company, and Oppenheimer Partnership
Holdings, Inc.; Chairman and a Director of Shareholder Services, Inc.
("SSI"), a transfer agent subsidiary of the Manager and Shareholder
Financial Services, Inc. ("SFSI"); and a director of Oppenheimer Real
Asset Management, Inc.
Paul Y. Clinton, Trustee; Age: 65
39 Blossom Avenue, Osterville, Massachusetts 02655
Principal of Clinton Management Associates, a financial and venture
capital consulting firm; Trustee of Capital Cash Management Trust, a
money-market fund and Narraganssett Tax-Free Fund, a tax-exempt bond fund;
Director of Quest Cash Reserves, Inc. and Trustee of Quest For Value
Accumulation Trust, all of which are open-end investment companies.
Formerly: Director, External Affairs, Kravco Corporation, a national real
estate owner and property management corporation; President of Essex
Management Corporation, a management consulting company; a general
partner of Capital Growth Fund, a venture capital partnership; a general
partner of Essex Limited Partnership, an investment partnership; President
of Geneve Corp., a venture capital fund; Chairman of Woodland Capital
Corp., a small business investment company; and Vice President of W.R.
Grace & Co.
Thomas W. Courtney, Trustee; Age: 63
P.O. Box 580, Sewickley, Pennsylvania 15143
Principal of Courtney Associates, Inc., a venture capital firm; former
General Partner of Trivest Venture Fund, a private venture capital fund;
former President of Investment Counseling Federated Investors, Inc.;
Trustee of Cash Assets Trust, a money market fund and Quest for Value
Accumulation Trust; Director of Quest Cash Reserves, Inc., each of which
are open-end investment companies; former President of Boston Company
Institutional Investors; Trustee of Hawaiian Tax-Free Trust and Tax Free
Trust of Arizona, tax-exempt bond funds; Director of several privately
owned corporations; former Director of Financial Analysts Federation.
Lacy B. Herrmann, Trustee; Age: 67
380 Madison Avenue, Suite 2300, New York, New York 10017
President and Chairman of the Board of Aquila Management Corporation, the
sponsoring organization and Administrator and/or Sub-Adviser to the
following open-end investment companies, and Chairman of the Board of
Trustees and President of each: Churchill Cash Reserves Trust, Short Term
Asset Reserves, Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Treasuries Cash Assets Trust, Pacific Capital Tax-Free Cash Assets Trust,
Prime Cash Fund, Narragansett Insured Tax-Free Income Fund, Tax-Free Fund
For Utah, Churchill Tax-Free Fund of Kentucky, Tax-Free Fund of Colorado,
Tax-Free Trust of Oregon, Tax-Free Trust of Arizona, Hawaiian Tax-Free
Trust, and Aquila Rocky Mountain Equity Fund; Vice President, Director,
Secretary, and formerly Treasurer of Aquila Distributors, Inc.,
distributor of the above funds; President and Chairman of the Board of
Trustees of Capital Cash Management Trust ("CCMT"), and an Officer and
Trustee/Director of its predecessors; President and Director of STCM
Management Company, Inc., sponsor and adviser to CCMT; Chairman, President
and a Director of InCap Management Corporation, formerly sub-adviser and
administrator of Prime Cash Fund and Short Term Asset Reserves; Director
or Trustee of Quest Cash Reserves, Inc., Oppenheimer Quest Global Value
Fund, Inc. and Oppenheimer Quest Value Fund, Inc. and Trustee of Quest for
Value Accumulation Trust and The Saratoga Advantage Trust, each of which
is an open-end investment company; Trustee of Brown University.
George Loft, Trustee; Age: 81
51 Herrick Road, Sharon, Connecticut 06069
Private Investor; Director of Quest Cash Reserves, Inc., and Trustee of
Quest for Value Accumulation Trust and The Saratoga Advantage Trust, all
of which are open-end investment companies, and Director of the Quest for
Value Dual Purpose Fund, Inc., a closed-end investment company.
Robert C. Doll, Jr., Vice President; Age: 42
Executive Vice President and Director of Equity Investments of the
Manager; a Vice President and a director of OAC and an officer and
Portfolio Manager of other Oppenheimer funds.
Andrew J. Donohue, Secretary; Age: 46
Executive Vice President and General Counsel of the Manager and
OppenheimerFunds Distributor, Inc. (the "Distributor"); President and a
director of Centennial; Executive Vice
President, General Counsel and a director of HarbourView, SFSI, SSI and
Oppenheimer Partnership Holdings Inc.; President and a director of Real
Asset Management, Inc.; General Counsel of OAC; Executive Vice President,
Chief Legal Officer and a director of MultiSource Services, Inc. (a
broker-dealer) an officer of other Oppenheimer funds; formerly Senior Vice
President and Associate General Counsel of the Manager and the
Distributor, partner in Kraft & McManimon (a law firm), an officer of
First Investors Corporation (a broker-dealer) and First Investors
Management Company, Inc. (broker-dealer and investment adviser), and a
director and an officer of First Investors Family of Funds and First
Investors Life Insurance Company.
George C. Bowen, Treasurer; Age: 60
3410 South Galena Street Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President and
Treasurer of the Distributor and HarbourView Asset Management Corporation;
Senior Vice President, Treasurer, Assistant Secretary and a director of
Centennial Asset Management Corporation, an investment advisory subsidiary
of the Manager; Senior Vice President and Secretary of SSI; Vice
President, Treasurer and Secretary of SFSI, a transfer agent subsidiary
of the Manager; Vice President and Treasurer of Oppenheimer Real Asset
Management, Inc., Chief Executive Officer, Treasurer and a director of
MultiSource Services, Inc. (a broker-dealer); an officer of other
Oppenheimer funds.
Richard J. Glasebrook, II, Portfolio Manager; Age 48
Two World Financial Center, 225 Liberty Street, New York, New York 10080
Managing Director of Oppenheimer Capital; previously a partner with
Delafield Asset Management, where he was a portfolio manager and analyst.
Robert Bishop, Assistant Treasurer; Age: 38
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of other
Oppenheimer funds; formerly a Fund Controller for the Manager, prior to
which he was an Accountant for Yale & Seffinger, P.C., an accounting firm,
and previously an Accountant and Commissions Supervisor for Stuart James
Company Inc., a broker-dealer.
Scott Farrar, Assistant Treasurer; Age: 31
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of other
Oppenheimer funds; formerly a Fund Controller for the Manager, prior to
which he was an International Mutual Fund Supervisor for Brown Brothers,
Harriman Co., a bank, and previously a Senior Fund Accountant for State
Street Bank & Trust Company.
Robert G. Zack, Assistant Secretary; Age: 48
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other Oppenheimer
funds.
- Remuneration of Trustees. All officers of the Trust and Ms.
Macaskill, a Trustee, are officers or directors of the Manager and receive
no salary or fee from the Fund. The remaining Trustees of the Fund
received the total amounts shown below from (i) the Fund during its fiscal
year ended October 31, 1996, (ii) for all the Oppenheimer Quest Funds
(including the Fund) and Rochester Funds for which they served as Trustee
or Director during the fiscal year ended October 31, 1996 and (iii) other
investment companies (or series thereof) managed by OpCap Advisors (the
"Sub-Adviser") (previously named Quest for Value Advisors), or an
affiliate thereof, during the period November 1, 1995 to November 22,
1995, when OpCap Advisors, or an affiliate thereof, served as the
investment adviser to such funds (including the Fund).
<TABLE>
<CAPTION>
Pension or
Retirement Estimated
Aggregate Benefits Annual
Total
Compensation Accrued as Benefits
Compensation
from the Part of Fund Upon
From Fund
Name of Person Fund Expenses Retirement
Complex(1)
<S> <C> <C> <C>
<C>
Paul Y. Clinton $ None None
$
Thomas W. Courtney $ None None
$
Lacy B. Herrmann $ None None
$
George Loft $ None None
$
</TABLE>
(1)For the purpose of the chart above, "Fund Complex" includes the Fund,
the other Oppenheimer Quest Funds, the Rochester Funds and the investment
companies managed by the Sub-Adviser (or its affiliate).
- Major Shareholders. As of November __, 1996, no person owned of
record or was known by the Fund to own beneficially 5% or more of the
Fund's outstanding Class A, Class B or Class C shares except:
_______________________. As of such date, the Manager was the sole record
and beneficial holder of Class Y shares.
The Manager and its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. OAC is also owned in part
by certain of the Manager's directors and officers, some of whom also
serve as officers of the Fund and one of whom (Ms. Macaskill) also serves
as an officer and a Trustee of the Fund.
The Manager and the Trust has a Code of Ethics. In addition to
having its own Code of Ethics, The Sub-Adviser is subject to a reporting
obligation to the Manager under its Code of Ethics. The Code of Ethics
is designed to detect and prevent improper personal trading by certain
employees, including the Fund's portfolio manager, who is an employee of
the Sub-Adviser, that would compete with or take advantage of the Funds'
portfolio transactions. Compliance with the Code of Ethics is carefully
monitored and strictly enforced by the Manager.
- The Investment Advisory Agreement. The Manager acts as
investment adviser to the Fund pursuant to the terms of an Investment
Advisory Agreement dated as of November 22, 1995. The Sub-Adviser
previously served as the Fund's investment adviser from the Fund's
inception (January 3, 1989) to November 22, 1995.
Under the Investment Advisory Agreement, the Manager acts as the
investment adviser for the Fund and supervises the investment program of
the Fund. The Investment Advisory Agreement provides that the Manager
will provide administrative services for the Fund, including completion
and maintenance of records, preparation and filing of reports required by
the Securities and Exchange Commission, reports to shareholders, and
composition of proxy statements and registration statements required by
Federal and state securities laws. The Manager will furnish the Fund with
office space, facilities and equipment and arrange for its employees to
serve as officers of the Trust. The administrative services to be
provided by the Manager under the Investment Advisory Agreement will be
at its own expense, except that each class of shares of the Fund will pay
the Manager an annual fee for calculating the Fund's daily net asset value
as follows: Class A - $25,000; Class B - $18,000; and Class C - $12,000.
Expenses not assumed by the Manager under the Investment Advisory
Agreement or paid by the Distributor under the General Distributor's
Agreement will be paid by the Fund. Expenses with respect to the Trust's
four portfolios, including the Fund, are allocated in proportion to the
net assets of the respective portfolio, except where allocations of direct
expenses could be made. Certain expenses are further allocated to certain
classes of shares of a series as explained in the Prospectus and under
"How to Buy Shares," below. The Investment Advisory Agreement lists
examples of expenses paid by the Fund, including interest, taxes,
brokerage commissions, insurance premiums, fees of non-interested
Trustees, legal and audit expenses, transfer agent and custodian expenses,
share issuance costs, certain printing and registration costs, and non-
recurring expenses, including litigation. For the fiscal period November
24, 1995 (when the Manager became the investment adviser to the Fund) to
October 31, 1996 (the "Fiscal Period"), the Fund paid to the Manager
$___________ in management fees and paid or accrued accounting service
fees to the Manager in the amount of $____.
The Investment Advisory Agreement contains no expense limitation.
However, independently of the Investment Advisory Agreement, the Manager
has voluntarily undertaken that the Fund's total expenses in any fiscal
year (including the investment advisory fee but exclusive of taxes,
interest, brokerage commissions, distribution plan payments and any
extraordinary non-recurring expenses, including litigation) shall not
exceed the most stringent state regulatory limitation application to the
Fund. At present, that limitation is imposed by California and limits
expenses (with specified exclusions) to 2.5% of the first $30 million of
average annual net assets, 2% of the next $70 million and 1.5% of average
annual net assets in excess of $100 million.
Pursuant to the undertaking, 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. The Manager
reserves the right to terminate or amend the undertaking at any time. Any
assumption of the Fund's expenses under this undertaking would lower the
Fund's overall expense ratio and increase its total return during any
period in which expenses are limited.
The Investment Advisory Agreement provides that in the absence of
willful misfeasance, bad faith, or gross negligence in the performance of
its duty, or reckless disregard for its obligations and duties under the
advisory agreement, the Manager is not liable for any loss resulting from
good faith errors or omissions on its part with respect to any of its
duties thereunder. The Investment Advisory Agreement permits the Manager
to act as investment adviser for any other person, firm or corporation and
to use the name "Oppenheimer" in connection with its other investment
companies for which it may act as an investment adviser or general
distributor. If the Manager shall no longer act as investment adviser to
a Fund, the right of the Fund to use "Oppenheimer" as part of its name may
be withdrawn.
The Investment Advisory Agreement provides that the Manager may
enter
into sub-advisory agreements with other affiliated or unaffiliated
registered investment advisers in order to obtain specialized services for
the Funds provided that the Fund is not required to pay any additional
fees for such services. The Manager has retained the Sub-Adviser pursuant
to a separate Subadvisory Agreement dated as of November 22, 1995 with
respect to the Fund.
- Fees Paid Under the Prior Investment Advisory Agreement. The
Sub-
Adviser served as investment adviser to the Fund from its inception until
November 22, 1995. Under the prior Investment Advisory Agreement, the
total advisory fees accrued or paid by the Fund were $1,555,447 for the
fiscal year ended October 31, 1994, $3,923,159 for the fiscal year ended
October 31, 1995, and $_________ for the fiscal period November 1, 1995
to November 22, 1995 (the "Interim Period").
For the fiscal years ended October 31, 1994, and 1995 and the
Interim
Period, the Fund paid or accrued accounting services fees to the Sub-
Adviser in the amounts of $53,245, $48,747, and $__________ respectively.
In 1993, the Trust retained the services of State Street Bank and Trust
Company ("State Street") to calculate the net asset value of each class
of shares and to prepare the books and records. For such services, the
Fund accrued or paid fees for the fiscal years ended October 31, 1994 and
1995 and the Interim Period in the amounts of $55,000, $55,000, and
$_________, respectively.
- The Subadvisory Agreement. The Subadvisory Agreement provides
that
the Sub-Adviser shall regularly provide investment advice with respect to
the Fund and invest and reinvest cash, securities and the property
comprising the assets of the Fund. Under the Subadvisory Agreement, the
Sub-Adviser agrees not to change the Portfolio Manager of the Fund without
the written approval of the Manager and to provide assistance in the
distribution and marketing of the Fund. The Subadvisory Agreement was
approved by the Board of Trustees, including a majority of the Trustees
who are not "interested persons" of the Trust (as defined in the
Investment Company Act) and who have no direct or indirect financial
interest in such agreements on June 22, 1995 and by the shareholders of
the Fund at a meeting held for that purpose on November 3, 1995.
Under the Subadvisory Agreement, the Manager will pay the
Sub-Adviser
an annual fee payable monthly, based on the average daily net assets of
the Fund, equal to 40% of the investment advisory fee collected by the
Manager from the Fund based on the total net assets of the Fund as of the
effective date of the Subadvisory Agreement (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.
The Subadvisory Agreement provides that in the absence of willful
misfeasance, bad faith, negligence or reckless disregard of its duties or
obligations, the Sub-Adviser shall not be liable to the Manager for any
act or omission in the course of or connected with rendering services
under the Subadvisory Agreement or for any losses that may be sustained
in the purchase, holding or sale of any security.
- The Distributor. Under a General Distributor's Agreement with
the
Trust dated as of November 22, 1995, the Distributor acts as the Fund's
principal underwriter in the continuous public offering of its Class A,
Class B, Class C and Class Y shares but is not obligated to sell a
specific number of shares. Expenses normally attributable to sales,
including advertising and the cost of printing and mailing prospectuses,
other than those furnished to existing shareholders, are borne by the
Distributor. During the Fund's fiscal year ended October 31, 1996, the
aggregate amount of sales charges on sales of the Fund's Class A shares
was $_______, of which the Distributor and an affiliated broker retained
$_____ and, with respect to the Interim Period, OCC Distributors, the
Fund's Distributor prior to November 22, 1995, retained $___, and its
affiliated broker retained $__. During the fiscal year ended October 31,
1996, the Distributor received contingent deferred sales charges of
$_______ upon redemption of Class B shares, and received contingent
deferred sales charges of $______ upon redemption of Class C shares; with
respect to the Interim Period, OCC Distributors received $______ and
$_____, respectively. For additional information about distribution of
the Fund's shares and the expenses connected with such activities, please
refer to "Distribution and Service Plans" below.
- The Transfer Agent. OppenheimerFunds Services acts as the Fund's
Transfer Agent pursuant to a Transfer Agency and Service Agency Agreement
dated November 22, 1995. Pursuant to the Agreement, the Transfer Agent
is responsible for maintaining the Fund's shareholder registry and
shareholder accounting records and for shareholder servicing and
administrative functions. As compensation therefor, the Fund is obligated
to pay the Transfer Agent an annual maintenance fee for each Fund
shareholder account and reimburse the Transfer Agent for its out of pocket
expenses.
- Shareholder Servicing Agent for Certain Shareholders. Unified
Management Corporation (1-800-346-4601) is the shareholder servicing agent
of the Fund for former shareholders of the AMA Family of Funds and clients
of AMA Investment Advisers, Inc. (which had been the investment adviser
of AMA Family of Funds) who acquire shares of any Oppenheimer Quest Fund,
and for (i) former shareholders of the Unified Funds and Liquid Green
Trusts, (ii) accounts which participated or participate in a retirement
plan for which Unified Investment Advisers, Inc. or an affiliate acts as
custodian or trustee, (iii) accounts which have a Money Manager brokerage
account, and (iv) other accounts for which Unified Management Corporation
is the dealer of record.
Brokerage Policies of the Fund
Brokerage Provisions of the Investment Advisory and Subadvisory Agreement.
The Investment Advisory Agreement contains provisions relating to the
selection of broker-dealers ("brokers") for the Fund's portfolio
transactions. The Manager and the Sub-Adviser may use such brokers as
may, in their best judgment based on all relevant factors, implement the
policy of the Fund to achieve best execution of portfolio transactions.
While the Manager need not seek advance competitive bidding or base its
selection on posted rates, it is expected to be aware of the current rates
of most eligible brokers and to minimize the commissions paid to the
extent consistent with the interests and policies of the Fund as
established by its Board and the provisions of the Investment Advisory
Agreement.
The Investment Advisory Agreement also provides that, consistent
with
obtaining the best execution of the Fund's portfolio transactions, the
Manager and the Sub-Adviser, in the interest of the Fund, may select
brokers other than affiliated brokers, because they provide brokerage
and/or research services to the Fund and/or other accounts of the Manager
or the Sub-Adviser. The commissions paid to such brokers may be higher
than another qualified broker would have charged if a good faith
determination is made by the Manager or the Sub-Adviser that the
commissions are reasonable in relation to the services provided, viewed
either in terms of that transaction or the Manager's or the Sub-Adviser's
overall responsibilities to all its accounts. No specific dollar value
need be put on the services, some of which may or may not be used by the
Manager or the Sub-Adviser for the benefit of the Fund or other of its
advisory clients. To show that the determinations were made in good
faith, the Manager or any Sub-Adviser must be prepared to show that the
amount of such commissions paid over a representative period selected by
the Board was reasonable in relation to the benefits to the Fund. The
Investment Advisory Agreement recognizes that an affiliated broker-dealer
may act as one of the regular brokers for the Fund provided that any
commissions paid to such broker are calculated in accordance with
procedures adopted by the Trust's Board under applicable rules of the
Securities and Exchange Commission ("SEC").
In addition, the Subadvisory Agreement permits the Sub-Adviser to
enter into "soft dollar" arrangements through the agency of third parties
to obtain services for the Fund. Pursuant to these arrangements, the Sub-
Adviser will undertake to place brokerage business with broker-dealers who
pay third parties that provide services. Any such "soft dollar"
arrangements will be made in accordance with policies adopted by the Board
of the Trust and in compliance with applicable law.
Description of Brokerage Practices. Portfolio decisions are based upon
recommendations of the portfolio manager and the judgment of the portfolio
managers. The Fund will pay brokerage commissions on transactions in
listed options and equity securities. Prices of portfolio securities
purchased from underwriters of new issues include a commission or
concession paid by the issuer to the underwriter, and prices of debt
securities purchased from dealers include a spread between the bid and
asked prices.
Transactions may be directed to dealers during the course of an
underwriting in return for their brokerage and research services, which
are intangible and on which no dollar value can be placed. There is no
formula for such allocation. The research information may or may not be
useful to one or more of the Fund and/or other accounts of the Manager or
the Sub-Adviser; information received in connection with directed orders
of other accounts managed by the Manager or the Sub-Adviser or its
affiliates may or may not be useful to one or more of the Funds. Such
information may be in written or oral form and includes information on
particular companies and industries as well as market, economic or
institutional activity areas. It serves to broaden the scope and
supplement the research activities of the Manager or the Sub-Adviser, to
make available additional views for consideration and comparison, and to
enable the Manager or the Sub-Adviser to obtain market information for the
valuation of securities held in the Fund's assets.
Sales of shares of the Fund, subject to applicable rules covering
the
Distributor's activities in this area, will also be considered as a factor
in the direction of portfolio transactions to dealers, but only in
conformity with the price, execution and other considerations and
practices discussed above. The Fund will not purchase any securities from
or sell any securities to an affiliated broker-dealer including
Oppenheimer & Co., Inc. ("Opco"), an affiliate of the Sub-Adviser, acting
as principal for its own account.
The Sub-Adviser currently serves as investment manager to a number
of clients, including other investment companies, and may in the future
act as investment manager or advisor to others. It is the practice of the
Sub-Adviser to cause purchase or sale transactions to be allocated among
the Fund and others whose assets it manages in such manner as it deems
equitable. In making such allocations among the Fund and other client
accounts, the main factors considered are the respective investment
objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment, the size
of investment commitments generally held and the opinions of the persons
responsible for managing the portfolios of each Fund and other client
accounts.
When orders to purchase or sell the same security on identical
terms
are placed by more than one of the funds and/or other advisory accounts
managed by the Subadvisor or its affiliates, the transactions are
generally executed as received, although a fund or advisory account that
does not direct trades to a specific broker ("free trades") usually will
have its order executed first. Purchases are combined where possible for
the purpose of negotiating brokerage commissions, which in some cases
might have a detrimental effect on the price or volume of the security in
a particular transaction as far as the Fund is concerned. Orders placed
by accounts that direct trades to a specific broker will generally be
executed after the free trades. All orders placed on behalf of the Fund
are considered free trades. However, having an order placed first in the
market does not necessarily guarantee the most favorable price.
The following table presents information as to the allocation of
brokerage commissions paid by the Fund for the fiscal years ended October
31, 1994, 1995 and 1996:
<TABLE>
<CAPTION>
Total
Amount of Transactions
For the Total Brokerage Commissions Where
Brokerage Commissions
Fiscal Year Brokerage Paid to Opco
Paid to Opco
Ended Commissions Dollar
Dollar
October 31, Paid Amounts %
Amounts %
<S> <C> <C> <C> <C>
<C>
1994 $189,680 $ 94,589 49.9% $
78,351,168 17.6%
1995 $647,240 $266,868 41.2%
$177,075,785 43.0% 1996
$ $ % $
%
</TABLE>
During the Fund's fiscal year ended October 31, 1996 $______ was
paid by the Fund to brokers as commissions in return for research
services; the aggregate dollar amount of those transactions was
$___________.
Performance of the Fund
Total Return Information. As described in the Prospectus, from time
to time the "average annual total return," "cumulative total return" and
"total return at net asset value" of an investment in a class of shares
of the Fund may be advertised. An explanation of how these total returns
are calculated for each class and the components of those calculations is
set forth below. No performance information is presented below for Class
Y shares because no Class Y shares were publicly offered during the fiscal
year ended October 31, 1996.
The Fund's advertisements of its performance data must, under
applicable SEC rules, include the average annual total returns for each
advertised class of shares of the Fund for the 1, 5, and 10-year periods
(or the life of the class, if less) ending as of the most recently-ended
calendar quarter prior to the publication of the advertisement. This
enables an investor to compare the Fund's performance to the performance
of other funds for the same periods. However, a number of factors should
be considered before using such information as a basis for comparison with
other investments. An investment in the Fund is not insured; its returns
and share prices are not guaranteed and normally will fluctuate on a daily
basis. When redeemed, an investor's shares may be worth more or less than
their original cost. Returns for any given past period are not a
prediction or representation by the Fund of future returns. The returns
of Class A, Class B and Class C shares of the Fund are affected by
portfolio quality, the type of investments the Fund holds and its
operating expenses allocated to the particular class.
- Average Annual Total Returns. The "average annual total return"
of each class is an average annual compounded rate of return for each year
in a specified number of years. It is the rate of return based on the
change in value of a hypothetical initial investment of $1,000 ("P" in the
formula below) held for a number of years ("n") to achieve an Ending
Redeemable Value ("ERV") of that investment, according to the following
formula:
(ERV)1/n
______ = Average Annual Total Return
( P )
The "average annual total returns" on an investment in Class A
shares
of the Fund (using the method described above) for the one and five year
periods ended October 31, 1996 and for the period from January 3, 1989
(commencement of operations) to October 31, 1996 were _____%, _____% and
_____%, respectively.
The average annual total returns on Class B shares for the one-year
period ended October 31, 1996 and for the period September 2, 1993
(commencement of the public offering of the class) through October 31,
1996 were _____% and _____%, respectively.
The average annual total returns on Class C shares for the one-year
period ended October 31, 1996 and for the period September 2, 1993
(commencement of the public offering of the class) through October 31,
1996 were _______% and _____%, respectively.
- Cumulative Total Returns. The cumulative "total return"
calculation
measures the change in value of a hypothetical investment of $1,000 over
an entire period of years. Its calculation uses some of the same factors
as average annual total return, but it does not average the rate of return
on an annual basis. Cumulative total return is determined as follows:
ERV - P
_______ = Total Return
P
In calculating total returns for Class A shares, the current
maximum
sales charge of 5.75% (as a percentage of the offering price) is deducted
from the initial investment ("P") (unless the return is shown at net asset
value, as described below). Prior to November 24, 1995, the maximum
initial sales charge on Class A shares was 5.50%. For Class B shares, the
payment of the applicable contingent deferred sales charge (5% for the
first year, 4% for the second year, 3% for the third and fourth years, 2%
for the fifth year, 1% for the sixth year, and none thereafter) is applied
to the investment result for the period shown (unless the total return is
shown at net asset value, as described below). For Class C shares, the
1.0% contingent deferred sales charge is applied to the investment result
for the one-year period (or less). Class Y shares are not subject to a
sales charge. Total returns also assume that all dividends and capital
gains distributions during the period are reinvested to buy additional
shares at net asset value per share, and that the investment is redeemed
at the end of the period.
The "cumulative total return" on Class A shares for the period from
January 3, 1989 (commencement of operations) to October 31, 1996 was
______%. The cumulative total return on Class B shares for the period
from September 2, 1993 (commencement of the public offering of the class)
through October 31, 1996 was _______%. The cumulative total return on
Class C shares for the period from September 2, 1993 (commencement of the
public offering of the class) through October 31, 1996 was _____%.
- Total Returns at Net Asset Value. From time to time the Fund may
also quote an "average annual total return at net asset value" or a
"cumulative total return at net asset value" for Class A, Class B, Class
C and Class Y shares. Each is based on the difference in net asset value
per share at the beginning and the end of the period for a hypothetical
investment in that class of shares (without considering front-end or
contingent deferred sales charges) and takes into consideration the
reinvestment of dividends and capital gains distributions.
The average annual total returns at net asset value on the Fund's
Class A shares for the one and five year periods ended October 31, 1996
and for the period from January 3, 1989 (commencement of operations) to
October 31, 1996 were _____%, _____% and _____%, respectively. The
cumulative total return at net asset value on the Fund's Class A shares
for the period January 3, 1989 through October 31, 1996 was ______%.
The average annual total returns at net asset value on the Fund's
Class B shares for the one year period ended October 31, 1996 and for the
period from September 2, 1993 (commencement of the public offering of the
class) through October 31, 1996 were _____% and _____%, respectively. The
cumulative total return at net asset value on the Fund's Class B shares
for the period September 2, 1993 through October 31, 1996 was _____%.
The average annual total returns at net asset value on the Fund's
Class C shares for the one-year period ended October 31, 1996 and for the
period September 2, 1993 (commencement of the public offering of the
class) through October 31, 1996 were _____% and _____%, respectively. The
cumulative total return at net asset value on the Fund's Class C shares
for the period September 2, 1993 through October 31, 1996 was
_______%.
Other Performance Comparisons. From time to time the Fund may publish the
ranking of its Class A, Class B, Class C or Class Y shares by Lipper
Analytical Services, Inc. ("Lipper"), a widely-recognized independent
mutual fund monitoring service. Lipper monitors the performance of
regulated investment companies, including the Fund, and ranks their
performance for various periods based on categories relating to investment
objectives. The performance of the Fund is ranked against (i) all other
funds and (ii) all other flexible portfolio funds. The Lipper performance
rankings are based on total returns that include the reinvestment of
capital gain distributions and income dividends but do not take sales
charges or taxes into consideration.
From time to time the Fund may publish the ranking of the
performance
of its Class A, Class B, Class C or Class Y shares by Morningstar, Inc.,
an independent mutual fund monitoring service that ranks mutual funds,
including the Fund, monthly in broad investment categories (equity,
taxable bond, municipal bond and hybrid) based on risk-adjusted investment
return. Investment return measures a fund's three, five and ten-year
average annual total returns (when available) in excess of 90-day U.S.
Treasury bill returns after considering sales charges and expenses. Risk
measures fund performance below 90-day U.S. Treasury bill monthly returns.
Risk and investment return are combined to produce star rankings
reflecting performance relative to the average fund in a fund's category.
Five stars is the "highest" ranking (top 10%), four stars is "above
average" (next 22.5%), three stars is "average" (next 35%), two stars is
"below average" (next 22.5%) and one star is "lowest" (bottom 10%).
Morningstar ranks the Fund in relation to other rated growth and income
funds. Rankings are subject to change. From time to time, the Fund may
include in its advertisements and sales literature performance information
about the Fund cited in newspapers and other periodicals, such as The New
York Times, which may include performance quotations from other services,
including Lipper.
The total return on an investment in the Fund's Class A, Class B,
Class C or Class Y shares may be compared with performance for the same
period of the S&P 500 Index as described in the Prospectus. The
performance of the index includes a factor for the reinvestment of income
dividends, but does not reflect reinvestment of capital gains, expenses
or taxes.
The performance of the Fund's Class A, Class B, Class C or Class
Y
shares may also be compared in publications to (i) the performance of
various market indices or to other investments for which reliable
performance data is available, and (ii) to averages, performance rankings
or other benchmarks prepared by recognized mutual fund statistical
services.
Total return information, may be useful to investors in reviewing
the
performance of the Fund's Class A, Class B Class C or Class Y shares.
However, when comparing total return of an investment in Class A, Class
B, Class C and Class Y shares of the Fund, a number of factors should be
considered before using such information as a basis for comparison with
other investments. For example, an investor may also wish to compare the
Fund's Class A, Class B Class C or Class Y return to the returns on fixed
income investments available from banks and thrift institutions, such as
certificates of deposit, ordinary interest-paying checking and savings
accounts, and other forms of fixed or variable time deposits, and various
other instruments such as Treasury bills. However, the Fund's returns and
share price are not guaranteed or insured by the FDIC or any other agency
and will fluctuate daily, while bank depository obligations may be insured
by the FDIC and may provide fixed rates of return, and Treasury bills are
guaranteed as to principal and interest by the U.S. government.
From time to time, the Fund's Manager may publish rankings or
ratings
of the Manager (or Transfer Agent) or the investor services provided by
them to shareholders of the Oppenheimer funds, other than performance
rankings of the Oppenheimer funds themselves. Those ratings or rankings
of shareholder/investor services by third parties may compare the
Oppenheimer funds' services to those of other mutual fund families
selected by the rating or ranking services and may be based upon the
opinions of the rating or ranking service itself, based on its research
or judgment, or based upon surveys of investors, brokers, shareholders or
others.
Distribution and Service Plans
The Trust has adopted separate Amended and Restated Distribution
and
Service Plans for Class A, Class B and Class C shares of the Fund under
Rule 12b-1 of the Investment Company Act pursuant to which the Fund will
make payments to the Distributor in connection with the distribution
and/or servicing of the shares of that class, as described in the
Prospectus. No such Plan has been adopted for Class Y shares. Each Plan
has been approved by a vote of (i) the Board of Trustees of the Trust,
including a majority of the Trustees who are not "interested persons" (as
defined in the Investment Company Act) of the Fund and who have no direct
or indirect financial interest in the operation of the Fund's 12b-1 plans
or in any related agreement ("Independent Trustees"), cast in person at
a meeting on June 22, 1995 called for the purpose, among others, of voting
on that Plan, and (ii) the holders of a "majority" (as defined in the
Investment Company Act) of the shares of each class at a meeting on
November 3, 1995.
In addition, under the Plans the Manager and the Distributor, in
their sole discretion, from time to time may use their own resources
(which, in the case of the Manager, may include profits from the advisory
fee it receives from the Fund) to make payments to brokers, dealers or
other financial institutions (each is referred to as a "Recipient" under
the Plans) for distribution and administrative services they perform at
no cost to the Fund. The Distributor and the Manager may, in their sole
discretion, increase or decrease the amount of payments they make from
their own resources to Recipients.
Unless terminated as described below, each plan continues in effect
from year to year but only as long as such continuance is specifically
approved at least annually by the Trust's Board of Trustees and its
"Independent Trustees" by a vote cast in person at a meeting called for
the purpose of voting on such continuance. Any Plan may be terminated at
any time by the vote of a majority of the Independent Trustees or by the
vote of the holders of a "majority" (as defined in the Investment Company
Act) of the outstanding shares of that class. No Plan may be amended to
increase materially the amount of payments to be made unless such
amendment is approved by shareholders of the class affected by the
amendment. In addition, because Class B shares of the Fund automatically
convert into Class A shares after six years, the Fund is required to
obtain the approval of Class B as well as Class A shareholders for a
proposed material amendment to the Class A Plan that would materially
increase payments under the Plan. Such approval must be by a "majority"
of the Class A and Class B shares (as defined in the Investment Company
Act), voting separately by class. All material amendments must be
approved by the Board of Trustees and the Independent Trustees.
While the Plans are in effect, the Treasurer of the Trust shall
provide separate written reports to the Trust's Board of Trustees at least
quarterly on the amount of all payments made pursuant to each Plan, the
purpose for which the payments were made and the identity of each
Recipient that received any such payment. The reports shall also include
the distribution costs for that quarter, and such costs for previous
fiscal periods that are carried forward, as explained in the Prospectus
and below. Those reports, including the allocations on which they are
based, will be subject to the review and approval of the Independent
Trustees in the exercise of their fiduciary duty. Each Plan further
provides that while it is in effect, the selection and nomination of those
Trustees of the Trust who are not "interested persons" of the Trust is
committed to the discretion of the Independent Trustees. This does not
prevent the involvement of others in such selection and nomination if the
final decision on any such selection or nomination is approved by a
majority of the Independent Trustees.
Under the Plans, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Fund shares held by the
Recipient for itself and its customers did not exceed a minimum amount,
if any, that may be determined from time to time by a majority of the
Trust's Independent Trustees. Initially, the Board of Trustees has set
the fee at the maximum rate and set no requirement for a minimum amount.
The Plans allow the service fee payments to be paid by the
Distributor to Recipients in advance for the first year shares are
outstanding, and thereafter on a quarterly basis, as described in the
Prospectus. The advance payment is based on the net assets of shares of
that class sold. An exchange of shares does not entitle the Recipient to
an advance service fee payment. In the event shares are redeemed during
the first year such shares are outstanding, the Recipient will be
obligated to repay a pro rata portion of such advance payment to the
Distributor.
Although the Plans permit the Distributor to retain both the asset-
based sales charge and the service fee, or to pay Recipients the service
fee on a quarterly basis, without payment in advance, the Distributor
presently intends to pay the service fee to Recipients in the manner
described above. A minimum holding period may be established from time
to time under the Plans by the Board. Initially, the Board has set no
minimum holding period. All payments under the Plans are subject to the
limitations imposed by the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. on payments of asset-based sales
charges and service fees.
For the Fiscal Period, (i) payments under the Plan for Class A
shares
totaled $_______, all of which was paid by the Distributor to Recipients
including $______ that was paid to an affiliate of the Distributor, (ii)
payments made under the Class B Plan totalled $_______, of which $_____
was retained by the Distributor and $____ was paid to a dealer affiliated
with the Distributor and (iii) payments made under the Class C plan
amounted to $_____, of which $_____ was retained by the Distributor.The
Plans provide for the Distributor to be compensated at a flat rate,
whether the Distributor's expenses are more or less than the amounts paid
by the Fund during that period. The asset-based sales charges paid to the
Distributor by the Fund under the Plans are intended to allow the
Distributor to recoup the cost of sales commissions paid to authorized
brokers and dealers at the time of sale, plus financing costs, as
described in the Prospectus. Such payments may also be used to pay for
the following expenses in connection with the distribution of shares: (i)
financing the advance of the service fee payment to Recipients under the
Plans, (ii) compensation and expenses of personnel employed by the
Distributor to support distribution of shares, and (iii) costs of sales
literature, advertising and prospectuses (other than those furnished to
current shareholders).
- The Prior Plans. From the inception date of the Fund through
November 22, 1995, OCC Distributors (formerly known as Quest for Value
Distributors) served as Distributor to the Fund. OCC Distributors
provided distribution services for the Fund's Class A, Class B and Class
C shares pursuant to separate plans adopted for each class under the
Investment Company Act (the "Prior Plans"). The total distribution fees
accrued or paid by Class A, Class B and Class C shares of the Fund under
the Prior Plans for the Interim Period were $_________, $_________ and
$____________, respectively.
<PAGE>
ABOUT YOUR ACCOUNT
How To Buy Shares
Alternative Sales Arrangements - Class A, Class B and Class C Shares.
The availability of three classes of shares permits an individual investor
to choose the method of purchasing shares that is more beneficial to the
investor depending on the amount of the purchase, the length of time the
investor expects to hold shares and other relevant circumstances.
Investors should understand that the purpose and function of the deferred
sales charge and asset-based sales charge with respect to Class B and
Class C shares are the same as those of the initial sales charge with
respect to Class A shares. Any salesperson or other person entitled to
receive compensation for selling Fund shares may receive different
compensation with respect to one class of shares than another. The
Distributor will not accept any order for $500,000 or more of Class B
shares or $1 million or more of Class C shares, on behalf of a single
investor (not including dealer "street name" or omnibus accounts) because
generally it will be more advantageous for that investor to purchase Class
A shares of the Fund instead. A fourth class of shares may be purchased
only by certain institutional investors at net asset value per share (the
"Class Y shares").
The four classes of shares each represent an interest in the same
portfolio investments of the Fund. However, each class has different
shareholder privileges and features. The net income attributable to Class
B and Class C shares and the dividends payable on Class B and Class C
shares will be reduced by incremental expenses borne solely by that class,
respectively, including the asset-based sales charges to which Class B and
Class C shares are subject.
The conversion of Class B shares to Class A shares after six years
is subject to the continuing availability of a private letter ruling from
the Internal Revenue Service, or an opinion of counsel or tax adviser, to
the effect that the conversion of Class B shares does not constitute a
taxable event for the holder under Federal income tax law. If such a
revenue ruling or opinion is no longer available, the automatic conversion
feature may be suspended, in which event no further conversions of Class
B shares would occur while such suspension remained in effect. Although
Class B shares could then be exchanged for Class A shares on the basis of
relative net asset value of the two classes, without the imposition of a
sales charge or fee, such exchange could constitute a taxable event for
the holder, and absent such exchange, Class B shares might continue to be
subject to the asset-based sales charge for longer than six years.
The methodology for calculating the net asset value, dividends and
distributions of the Fund's Class A, Class B, Class C and Class Y shares
recognizes two types of expenses. General expenses that do not pertain
specifically to any class are allocated pro rata to the shares of each
class, based on the percentage of the net assets of such class to the
Fund's total net assets, and then equally to each outstanding share within
a given class. Such general expenses include (i) management fees, (ii)
legal, bookkeeping and audit fees, (iii) printing and mailing costs of
shareholder reports, Prospectuses, Statements of Additional Information
and other materials for current shareholders, (iv) fees to Independent
Trustees, (v) custodian expenses, (vi) share issuance costs, (vii)
organization and start-up costs, (viii) interest, taxes and brokerage
commissions, and (ix) non-recurring expenses, such as litigation costs.
Other expenses that are directly attributable to a class are allocated
equally to each outstanding share within that class. Such expenses
include (a) Distribution and Service Plan fees, (b) incremental transfer
and shareholder servicing agent fees and expenses, (c) registration fees
and (d) shareholder meeting expenses, to the extent that such expenses
pertain to a specific class rather than to the Fund as a whole.
Determination of Net Asset Values Per Share. The net asset values per
share of Class A, Class B, Class C and Class Y shares of the Fund are
determined as of the close of business of The New York Stock Exchange (the
"Exchange") on each day that the Exchange is open, by dividing the value
of the Fund's net assets attributable to that class by the total number
of Fund shares of that class outstanding. The Exchange normally closes
at 4:00 P.M. New York time, but may close earlier on some other days (for
example, in case of weather emergencies or on days falling before a
holiday). The Exchange's most recent annual announcement (which is
subject to change) states that it will close on New Year's Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. It may also close on other days. The
Fund may invest a substantial portion of its assets in foreign securities
primarily listed on foreign exchanges which may trade on Saturdays or
customary U.S. business holidays on which the Exchange is closed. Because
the Fund's net asset values will not be calculated on those days, the
Fund's net asset value per share may be significantly affected on such
days when shareholders may not purchase or redeem shares.
The Trust's Board of Trustees has established procedures for the
valuation of the Fund's securities, generally as follows: (i) equity
securities traded on a U.S. securities exchange or on the Automated
Quotation System ("NASDAQ") of the Nasdaq Stock Market, Inc. for which
last sale information is regularly reported are valued at the last
reported sale price on their primary exchange or NASDAQ that day (or, in
the absence of sales that day, at values based on the last sale prices of
the preceding trading day, or closing bid and asked prices that day); (ii)
securities traded on a foreign securities generally exchange are valued
at the last sale price available to the pricing service approved by the
Trust's Board of Trustees or to the Manager as reported by the principal
exchange on which the security is traded; or at the mean between "bid" and
"asked" prices obtained from the principal exchange or two active market
makers in the security on the basis of reasonable inquiry; (iii) long-term
debt securities having a remaining maturity in excess of 60 days are
valued based on the mean between the "bid" and "asked" prices determined
by a portfolio pricing service approved by the Trust's Board of Trustees
or obtained by the Manager from two active market makers in the security
on the basis of reasonable inquiry; (iv) debt instruments that had a
maturity of more than 397 days or less when issued, and non-money market
type instruments having a maturity of 397 days or less when issued, which
have a remaining maturity of 60 days or less are valued at the mean
between the "bid" and "asked" prices determined by a pricing service
approved by the Trust's Board of Trustees or obtained from active market
makers in the security on the basis of reasonable inquiry; (v) money
market debt securities that had a maturity of less than 397 days when
issued that having a remaining maturity of 60 days or less are valued at
cost, adjusted for amortization of premiums and accretion of discounts;
and (vi) securities (including restricted securities) not having readily-
available market quotations are valued at fair value determined under the
Board's procedures. If the Manager is unable to locate two market makers
willing to give quotes (see (ii), (iii) and (iv) above), the security may
be priced at the mean between the "bid" and "asked" prices provided by a
single active market maker.
In the case of U.S. Government Securiites and mortgage-backed
securities, where last sale information is not generally available, such
pricing procedures may include "matrix" comparisons to the prices for
comparable instruments on the basis of quality, yield, maturity and other
special factors involved. The Manager may use pricing services approved
by the Board of Trustees to price any of the types of securities described
above to price U.S. Government Securities, mortgage-backed securities,
foreign government securities and corporate bonds. The Manager will
monitor the accuracy of such pricing services, which may include comparing
prices used for portfolio evaluation to actual sales prices of selected
securities.
Trading in securities on European and Asian exchanges and over-the-
counter markets is normally completed before the close of the Exchange.
Events affecting the values of foreign securities traded in such
securities markets that occur between the time their prices are determined
and the close of the Exchange will not be reflected in the Fund's
calculation of its net asset value unless the Board of Trustees or the
Manager, under procedures established by the Board, determines that the
particular event is likely to effect a material change in the value of
such security. Foreign currency, including forward contracts, will be
valued at the closing price in the London foreign exchange market that day
as provided by a reliable bank, dealer or pricing service. The values of
securities denominated in foreign currency will be converted to U.S.
dollars at the closing price in the London foreign exchange market that
day as provided by a reliable bank, dealer or pricing service. In the
case of U.S. government securities and corporate bonds, where last sale
information is not generally available, such pricing procedures may
include "matrix" comparisons to the prices for comparable instruments on
the basis of quality, yield, maturity and other special factors involved.
The Trustees will monitor the accuracy of pricing services by comparing
prices used for portfolio evaluation to actual sales prices of selected
securities.
Puts, calls and Futures are valued at the last sales price on the
principal exchanges on which they are traded or on NASDAQ, as applicable,
as determined by a pricing service approved by the Board of Trustees or
by the Manager. If were no sales that day, value shall be the last sale
price on the preceding trading day if it is within the spread of the
closing bid and asked prices on the principal exchange or on NASDAQ on the
valuation date, or, if not, value shall be the closing bid price on the
principal exchange or on NASDAQ on the valuation date. If the put, call
or future is not traded on an exchange or on NASDAQ, it shall be valued
at the mean between bid and asked prices obtained by the Manager from two
active market makers (which in certain cases may be the bid price if no
asked price is available).
When the Fund writes an option, an amount equal to the premium received
is included in the Fund's Statement of Assets and Liabilities as an asset,
and an equivalent credit is included in the liability section. Credit is
adjusted ("marked-to-market") to reflect the current market value of the
option. In determining the Fund's gain on investments, if a call or put
written by the Fund is exercised, the proceeds are increased by the
premium received. If a call or put written by the Fund expires, the Fund
has a gain in the amount of the premium; if the Fund enters into a closing
purchase transaction, it will have a gain or loss depending on whether the
premium received was more or less than the cost of the closing
transaction. If the Fund exercises a put it holds, the amount the Fund
receives on its sale of the underlying investment is reduced by the amount
of premium paid by the Fund.
AccountLink. When shares are purchased through AccountLink, each purchase
must be at least $25.00. Shares will be purchased on the regular business
day the Distributor is instructed to initiate the Automated Clearing House
("ACH") transfer to buy the shares. Dividends will begin to accrue on
shares purchased by the proceeds of ACH transfers on the business day the
Fund receives Federal Funds for the purchase through the ACH system before
the close of The New York Stock Exchange. The Exchange normally closes
at 4:00 P.M., but may close earlier on certain days. If Federal Funds are
received on a business day after the close of the Exchange, the shares
will be purchased and dividends will begin to accrue on the next regular
business day. The proceeds of ACH transfers are normally received by the
Fund 3 days after the transfers are initiated. The Distributor and the
Fund are not responsible for any delays in purchasing shares resulting
from delays in ACH transmissions.
Reduced Sales Charges. As discussed in the Prospectus, a reduced sales
charge rate may be obtained for Class A shares under Rights of
Accumulation and Letters of Intent because of the economies of sales
efforts and reduction in expenses realized by the Distributor, dealers and
brokers making such sales. No sales charge is imposed in certain other
circumstances described in the Prospectus because the Distributor or
dealer or broker incurs little or no selling expenses. The term
"immediate family" refers to one's spouse, children, grandchildren,
parents, grandparents, parents-in-law, sons- and daughters-in-law, aunts,
uncles, nieces, nephews, siblings, a sibling's spouse and a spouse's
siblings.
- The Oppenheimer Funds. The Oppenheimer funds are those mutual
funds for which the Distributor acts as the distributor or the sub-
distributor and include the following:
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer California Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer Insured Municipal Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Florida Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Target Fund
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Champion Income Fund
Oppenheimer Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term Government Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer International Bond Fund
Oppenheimer Enterprise Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Growth & Income Value Fund
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Officers Value Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Rochester Portfolio Series - Limited-Term New York Municipal Fund*
Bond Fund Series - Oppenheimer Bond Fund For Growth
Rochester Fund Municipals*
Oppenheimer Disciplined Value Fund
Oppenheimer Disciplined Allocation Fund
Oppenheimer LifeSpan Balanced Fund
Oppenheimer LifeSpan Income Fund
Oppenheimer LifeSpan Growth Fund
Oppenheimer International Growth Fund
and the following "Money Market Funds":
Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.
___________________
* Shares of the Fund are not presently exchangeable for shares of this
fund.
There is an initial sales charge on the purchase of Class A shares
of each of the Oppenheimer funds except Money Market Funds (under certain
circumstances described herein, redemption proceeds of Money Market Fund
shares may be subject to a contingent deferred sales charge).
- Letters of Intent. A Letter of Intent ("Letter") is an
investor's
statement in writing to the Distributor of the intention to purchase Class
A shares or Class A and Class B shares (or shares of either class) of the
Fund (and other Oppenheimer funds) during the 13-month period from the
investor's first purchase pursuant to the Letter (the "Letter of Intent
period"), which may, at the investor's request, include purchases made up
to 90 days prior to the date of the Letter. The Letter states the
investor's intention to make the aggregate amount of purchases (excluding
any purchases made by reinvestment of dividends or distributions or
purchases made at net asset value without sales charge), which together
with the investor's holdings of such funds (calculated at their respective
public offering prices calculated on the date of the Letter) will equal
or exceed the amount specified in the Letter. This enables the investor
to count the shares to be purchased under the Letter of Intent to obtain
the reduced sales charge rate on purchases of Class A shares of the Fund
(and other Oppenheimer funds) that applies under the Right of Accumulation
to current purchases of Class A shares. Each purchase of Class A shares
under the Letter will be made at the public offering price (including the
sales charge) that applies to a single lump-sum purchase of shares in the
amount intended to be purchased under the Letter.
In submitting a Letter, the investor makes no commitment to
purchase
shares, but if the investor's purchases of shares within the Letter of
Intent period, when added to the value (at offering price) of the
investor's holdings of shares on the last day of that period, do not equal
or exceed the intended purchase amount, the investor agrees to pay the
additional amount of sales charge applicable to such purchases, as set
forth in "Terms of Escrow," below (as those terms may be amended from time
to time). The investor agrees that shares equal in value to 5% of the
intended purchase amount will be held in escrow by the Transfer Agent
subject to the Terms of Escrow. Also, the investor agrees to be bound by
the terms of the Prospectus, this Statement of Additional Information and
the Application used for such Letter of Intent, and if such terms are
amended, as they may be from time to time by the Fund, that those
amendments will apply automatically to existing Letters of Intent.
For purchases of shares of the Fund and other Oppenheimer funds by
OppenheimerFunds prototype 401(k) plans under a Letter of Intent, the
Transfer Agent will not hold shares in escrow. If the intended purchase
amount under the Letter entered into by an OppenheimerFunds prototype
401(k) plan is not purchased by the plan by the end of the Letter of
Intent period, there will be no adjustment of commissions paid to the
broker-dealer or financial institution of record for accounts held in the
name of that plan.
If the total eligible purchases made during the Letter of Intent
period do not equal or exceed the intended purchase amount, the
commissions previously paid to the dealer of record for the account and
the amount of sales charge retained by the Distributor will be adjusted
to the rates applicable to actual total purchases. If total eligible
purchases during the Letter of Intent period exceed the intended purchase
amount and exceed the amount needed to qualify for the next sales charge
rate reduction set forth in the applicable prospectus, the sales charges
paid will be adjusted to the lower rate, but only if and when the dealer
returns to the Distributor the excess of the amount of commissions allowed
or paid to the dealer over the amount of commissions that apply to the
actual amount of purchases. The excess commissions returned to the
Distributor will be used to purchase additional shares for the investor's
account at the net asset value per share in effect on the date of such
purchase, promptly after the Distributor's receipt thereof.
In determining the total amount of purchases made under a Letter,
shares redeemed by the investor prior to the termination of the Letter of
Intent period will be deducted. It is the responsibility of the dealer
of record and/or the investor to advise the Distributor about the Letter
in placing any purchase orders for the investor during the Letter of
Intent period. All of such purchases must be made through the
Distributor.
- Terms of Escrow That Apply to Letters of Intent.
1. Out of the initial purchase (or subsequent purchases if
necessary) made pursuant to a Letter, shares of the Fund equal in value
up to 5% of the intended purchase amount specified in the Letter shall be
held in escrow by the Transfer Agent. For example, if the intended
purchase amount is $50,000, the escrow shall be shares valued in the
amount of $2,500 (computed at the public offering price adjusted for a
$50,000 purchase). Any dividends and capital gains distributions on the
escrowed shares will be credited to the investor's account.
2. If the total minimum investment purchase amount specified
under
the Letter is completed within the thirteen-month Letter of Intent period,
the escrowed shares will be promptly released to the investor.
3. If, at the end of the thirteen-month Letter of Intent period
the
total purchases pursuant to the Letter are less than the intended purchase
amount specified in the Letter, the investor must remit to the Distributor
an amount equal to the difference between the dollar amount of sales
charges actually paid and the amount of sales charges which would have
been paid if the total amount purchased had been made at a single time.
Such sales charge adjustment will apply to any shares redeemed prior to
the completion of the Letter. If such difference in sales charges is not
paid within twenty days after a request from the Distributor or the
dealer, the Distributor will, within sixty days of the expiration of the
Letter, redeem the number of escrowed shares necessary to realize such
difference in sales charges. Full and fractional shares remaining after
such redemption will be released from escrow. If a request is received
to redeem escrowed shares prior to the payment of such additional sales
charge, the sales charge will be withheld from the redemption proceeds.
4. By signing the Letter, the investor irrevocably constitutes
and
appoints the Transfer Agent as attorney-in-fact to surrender for
redemption any or all escrowed shares.
5. The shares eligible for purchase under the Letter (or the
holding of which may be counted toward completion of a Letter) include (a)
Class A shares sold with a front-end sales charge or subject to a Class
A contingent deferred sales charge, (b) Class B shares of other
Oppenheimer funds acquired subject to a contingent deferred sales charge,
and (c) Class A or Class B shares acquired in exchange for either (i)
Class A of one of the other Oppenheimer funds that were acquired subject
to a Class A initial or contingent deferred sales charge or (ii) Class B
shares of one of the other Oppenheimer funds that were acquired subject
to a contingent deferred sales charge.
6. Shares held in escrow hereunder will automatically be
exchanged
for shares of another fund to which an exchange is requested, as described
in the section of the Prospectus entitled "How to Exchange Shares," and
the escrow will be transferred to that other fund.
Asset Builder Plans. To establish an Asset Builder Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
application. Shares purchased by Asset Builder Plan payments from bank
accounts are subject to the redemption restrictions for recent purchases
described in "Shareholder Account Rules and Policies" in the Prospectus.
Asset Builder Plans also enable shareholders of Oppenheimer Cash Reserves
to use those accounts for monthly automatic purchases of shares of up to
four other Oppenheimer funds.
There is a front-end sales charge on the purchase of certain
Oppenheimer funds, or a contingent deferred sales charge may apply to
shares purchased by Asset Builder payments. An application should be
obtained from the Distributor, completed and returned, and a prospectus
of the selected fund(s) should be obtained from the Distributor or your
financial advisor before initiating Asset Builder payments. The amount
of the Asset Builder investment may be changed or the automatic
investments may be terminated at any time by writing to the Transfer
Agent. A reasonable period (approximately 15 days) is required after the
Transfer Agent's receipt of such instructions to implement them. The Fund
reserves the right to amend, suspend, or discontinue offering such plans
at any time without prior notice.
Cancellation of Purchase Orders. Cancellation of purchase orders for the
Fund's shares (for example, when a purchase check is returned to the Fund
unpaid) causes a loss to be incurred when the net asset value of the
Fund's shares on the cancellation date is less than on the purchase date.
That loss is equal to the amount of the decline in the net asset value per
share multiplied by the number of shares in the purchase order. The
investor is responsible for that loss. If the investor fails to
compensate the Fund for the loss, the Distributor will do so. The Fund
may reimburse the Distributor for that amount by redeeming shares from any
account registered in that investor's name, or the Fund or the Distributor
may seek other redress.
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.
How to Sell Shares
Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and conditions for
redemptions set forth in the Prospectus.
- Involuntary Redemptions. The Fund's Board of Directors has the
right to cause the involuntary redemption of the shares held in any Fund
account if the aggregate net asset value of those shares is less than $200
or such lesser amount as the Board may fix. The Board of Directors will
not cause the involuntary redemption of shares in an account if the
aggregate net asset value of the shares has fallen below the stated
minimum solely as a result of market fluctuations. Should the Board elect
to exercise this right, it may also fix, in accordance with the Investment
Company Act, the requirements for any notice to be given to the
shareholders in question (not less than 30 days), or the Board may set
requirements for granting permission to the Shareholder to increase the
investment, and set other terms and conditions so that the shares would
not be involuntarily redeemed.
Reinvestment Privilege. Within six months of a redemption, a
shareholder may reinvest all or part of the redemption proceeds of (i)
Class A shares that you purchase subject to an initial sales change or
Class A contingent deferred sales charge, or (ii) Class B shares on which
you paid a contingent deferred sales charge when you redeemed them. This
privilege does not apply to Class C shares. The reinvestment may be made
without sales charge only in Class A shares of the Fund or any of the
other Oppenheimer funds into which shares of the Fund are exchangeable as
described in "How to Exchange Shares" below, at the net asset value next
computed after the Transfer Agent receives the reinvestment order. The
shareholder must ask the Distributor for that privilege at the time of
reinvestment. Any capital gain that was realized when the shares were
redeemed is taxable, and reinvestment will not alter any capital gains tax
payable on that gain. If there has been a capital loss on the redemption,
some or all of the loss may not be tax deductible, depending on the timing
and amount of the reinvestment. Under the Internal Revenue Code, if the
redemption proceeds of Fund shares on which a sales charge was paid are
reinvested in shares of the Fund or another of the Oppenheimer funds
within 90 days of payment of the sales charge, the shareholder's basis in
the shares of the Fund that were redeemed may not include the amount of
the sales charge paid. That would reduce the loss or increase the gain
recognized from the redemption. However, in that case the sales charge
would be added to the basis of the shares acquired by the reinvestment of
the redemption proceeds. The Fund may amend, suspend or cease offering
this reinvestment privilege at any time as to shares redeemed after the
date of such amendment, suspension or cessation.
Transfers of Shares. Shares are not subject to the payment of a
contingent deferred sales charge of any class at the time of transfer to
the name of another person or entity (whether the transfer occurs by
absolute assignment, gift or bequest, not involving, directly or
indirectly, a public sale). The transferred shares will remain subject
to the contingent deferred sales charge, calculated as if the transferee
shareholder had acquired the transferred shares in the same manner and at
the same time as the transferring shareholder. If less than all shares
held in an account are transferred, and some but not all shares in the
account would be subject to a contingent deferred sales charge if redeemed
at the time of transfer, the priorities described in the Prospectus under
"How to Buy Shares" for the imposition of the Class B or Class C
contingent deferred sales charge will be followed in determining the order
in which shares are transferred.
Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, 401(k) plans,
or pension or profit-sharing plans should be addressed to "Trustee,
OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its address
listed in "How To Sell Shares" in the Prospectus or on the back cover of
the Statement of Additional Information. The request must: (i) state the
reason for the distribution; (ii) state the owner's awareness of tax
penalties if the distribution is premature; and (iii) conform to the
requirements of the plan and the Fund's other redemption requirements.
Participants, other than self-employed persons maintaining a plan account
in their own name, in OppenheimerFunds-sponsored prototype pension or
profit-sharing or 401(k) plans may not directly redeem or exchange shares
held for their account under those plans. The employer or plan
administrator must sign the request. Distributions from pension plans or
401(k) profit sharing plans are subject to special requirements under the
Internal Revenue Code and certain documents (available from the Transfer
Agent) must be completed before the distribution may be made.
Distributions from retirement plans are subject to withholding
requirements under the Internal Revenue Code, and IRS Form W-4P (available
from the Transfer Agent) must be submitted to the Transfer Agent with the
distribution request, or the distribution may be delayed. Unless the
shareholder has provided the Transfer Agent with a certified tax
identification number, the Internal Revenue Code requires that tax be
withheld from any distribution even if the shareholder elects not to have
tax withheld. The Fund, the Manager, the Distributor, the Trustee and the
Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not
be responsible for any tax penalties assessed in connection with a
distribution.
Special Arrangements for Repurchase of Shares from Dealers and Brokers.
The Distributor is the Fund's agent to repurchase its shares from
authorized dealers or brokers on behalf of their customers. The
shareholder should contact the broker or dealer to arrange this type of
redemption. The repurchase price per share will be the net asset value
next computed after the Distributor receives the order placed by the
dealer or broker, except that if the Distributor receives a repurchase
order from the dealer or broker after the close of The New York Stock
Exchange on a regular business day, it will be processed at that day's net
asset value, if the order was received by the dealer or broker from its
customer prior to the time the Exchange closes (normally, that is 4:00
P.M., but may be earlier on some days) and the order was transmitted to
and received by the Distributor prior to its close of business that day
(normally 5:00 P.M.). Ordinarily, for accounts redeemed by a broker-
dealer under this procedure, payment will be made within three business
days after the shares have been redeemed upon the Distributor's receipt
of the required redemption documents in proper form, with the signature(s)
of the registered owners guaranteed on the redemption document as
described in the Prospectus.
Automatic Withdrawal and Exchange Plans. Investors owning shares of the
Fund valued at $5,000 or more can authorize the Transfer Agent to redeem
shares (minimum $50) automatically on a monthly, quarterly, semi-annual
or annual basis under an Automatic Withdrawal Plan. Shares will be
redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made
by check payable to all shareholders of record and sent to the address of
record for the account (and if the address has not been changed within the
prior 30 days). Required minimum distributions from OppenheimerFunds-
sponsored retirement plans may not be arranged on this basis. Payments
are normally made by check, but shareholders having AccountLink privileges
(see "How To Buy Shares") may arrange to have Automatic Withdrawal Plan
payments transferred to the bank account designated on the
OppenheimerFunds New Account Application or signature-guaranteed
instructions. The Fund cannot guarantee receipt of a payment on the date
requested and reserves the right to amend, suspend or discontinue offering
such plans at any time without prior notice. Because of the sales charge
assessed on Class A share purchases, shareholders should not make regular
additional Class A share purchases while participating in an Automatic
Withdrawal Plan. Class B and Class C shareholders should not establish
withdrawal plans because of the imposition of the contingent deferred
sales charges on such withdrawals (except where the Class B and Class C
contingent deferred sales charges are waived as described in the
Prospectus under "Waivers of Class B and Class C Sales Charges").
By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions applicable to such plans,
as stated below and in the provisions of the OppenheimerFunds Application
relating to such Plans, as well as the Prospectus. These provisions may
be amended from time to time by the Fund and/or the Distributor. When
adopted, such amendments will automatically apply to existing Plans.
- Automatic Exchange Plans. Shareholders can authorize the
Transfer
Agent (on the OppenheimerFunds Application or signature-guaranteed
instructions) to exchange a pre-determined amount of shares of the Fund
for shares (of the same class) of other Oppenheimer funds automatically
on a monthly, quarterly, semi-annual or annual basis under an Automatic
Exchange Plan. The minimum amount that may be exchanged to each other
fund account is $25. Exchanges made under these plans are subject to the
restrictions that apply to exchanges as set forth in "How to Exchange
Shares" in the Prospectus and below in this Statement of Additional
Information.
- Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales
charge will be redeemed first and shares acquired with reinvested
dividends and capital gains distributions will be redeemed next, followed
by shares acquired with a sales charge, to the extent necessary to make
withdrawal payments. Depending upon the amount withdrawn, the investor's
principal may be depleted. Payments made under withdrawal plans should
not be considered as a yield or income on your investment. It may not be
desirable to purchase additional Class A shares while making automatic
withdrawals because of the sales charges that apply to purchases when
made. Accordingly, a shareholder normally may not maintain an Automatic
Withdrawal Plan while simultaneously making regular purchases of Class A
shares.
The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the "Planholder")
who executed the Plan authorization and application submitted to the
Transfer Agent. The Transfer Agent and the Fund shall incur no liability
to the Planholder for any action taken or omitted by the Transfer Agent
in good faith to administer the Plan. Certificates will not be issued for
shares of the Fund purchased for and held under the Plan, but the Transfer
Agent will credit all such shares to the account of the Planholder on the
records of the Fund. Any share certificates held by a Planholder may be
surrendered unendorsed to the Transfer Agent with the Plan application so
that the shares represented by the certificate may be held under the Plan.
For accounts subject to Automatic Withdrawal Plans, distributions
of
capital gains must be reinvested in shares of the Fund, which will be done
at net asset value without a sales charge. Dividends on shares held in
the account may be paid in cash or reinvested.
Redemptions of shares needed to make withdrawal payments will be
made
at the net asset value per share determined on the redemption date.
Checks or ACH transfer payments of the proceeds of Plan withdrawals will
normally be transmitted three business days prior to the date selected for
receipt of the payment (receipt of payment on the date selected cannot be
guaranteed), according to the choice specified in writing by the
Planholder.
The amount and the interval of disbursement payments and the
address
to which checks are to be mailed or AccountLink payments are to be sent
may be changed at any time by the Planholder by writing to the Transfer
Agent. The Planholder should allow at least two weeks' time in mailing
such notification for the requested change to be put in effect. The
Planholder may, at any time, instruct the Transfer Agent by written notice
(in proper form in accordance with the requirements of the then-current
Prospectus of the Fund) to redeem all, or any part of, the shares held
under the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.
The Plan may be terminated at any time by the Planholder by writing
to the Transfer Agent. A Plan may also be terminated at any time by the
Transfer Agent upon receiving directions to that effect from the Fund.
The Transfer Agent will also terminate a Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder.
Upon termination of a Plan by the Transfer Agent or the Fund, shares that
have not been redeemed from the account will be held in uncertificated
form in the name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her executor or
guardian, or other authorized person.
To use shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated
form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued
without causing the withdrawal checks to stop because of exhaustion of
uncertificated shares needed to continue payments. However, should such
uncertificated shares become exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the Fund,
the Planholder will be deemed to have appointed any successor transfer
agent to act as agent in administering the Plan.
How To Exchange Shares
As stated in the Prospectus, shares of a particular class of
Oppenheimer funds having more than one class of shares may be exchanged
only for shares of the same class of other Oppenheimer funds. Shares of
the Oppenheimer funds that have a single class without a class designation
are deemed "Class A" shares for this purpose. All of the Oppenheimer
funds offer Class A, B and C shares except Oppenheimer Money Market Fund,
Inc., Centennial Money Market Trust, Centennial Tax Exempt Trust,
Centennial Government Trust, Centennial New York Tax Exempt Trust,
Centennial California Tax Exempt Trust, Centennial America Fund, L.P., and
Daily Cash Accumulation Fund, Inc., which only offer Class A shares, and
Oppenheimer Main Street California Tax-Exempt Fund which only offers Class
A and Class B shares (Class B and Class C shares of Oppenheimer Cash
Reserves are generally available only by exchange from the same class of
shares of other Oppenheimer funds or through OppenheimerFunds sponsored
401(k) plans). A current list showing which funds offer which classes can
be obtained by calling the distributor at 1-800-525-7048.
For accounts established on or before March 8, 1996 holding Class
M
shares of Oppenheimer Bond Fund for Growth, Class M shares can be
exchanged only for Class A shares of other Oppenheimer funds, including
Rochester Fund Municipals and Limited Term New York Municipal Fund. Class
A shares of Rochester Fund Municipals or Limited Term New York Municipal
Fund acquired on the exchange of Class M shares of Oppenheimer Bond Fund
for Growth may be exchanged for Class M shares of that fund. For accounts
of Oppenheimer Bond Fund for Growth established after March 8, 1996, Class
M shares may be exchanged for Class A shares of other Oppenheimer funds
except Rochester Fund Municipals and Limited-Term New York Municipals.
Exchanges to Class M shares of Oppenheimer Bond Fund for Growth are
permitted from Class A shares of Oppenheimer Money Market Fund, Inc. or
Oppenheimer Cash Reserves that were acquired by exchange from Class M
shares. Otherwise no exchanges of any class of any Oppenheimer fund into
Class M shares are permitted.
Class A shares of Oppenheimer funds may be exchanged at net asset
value for shares of any Money Market Fund. Shares of any Money Market
Fund purchased without a sales charge may be exchanged for shares of
Oppenheimer funds offered with a sales charge upon payment of the sales
charge (or, if applicable, may be used to purchase shares of Oppenheimer
funds subject to a contingent deferred sales charge). However, shares of
Oppenheimer Money Market Fund, Inc. purchased with the redemption proceeds
of shares of other mutual funds (other than funds managed by the Manager
or its subsidiaries) redeemed within the 12 months prior to that purchase
may subsequently be exchanged for shares of other Oppenheimer funds
without being subject to an initial or contingent deferred sales charge,
whichever is applicable. To qualify for that privilege, the investor or
the investor's dealer must notify the Distributor of eligibility for this
privilege at the time the shares of Oppenheimer Money Market Fund, Inc.
are purchased, and, if requested, must supply proof of entitlement to this
privilege.
Shares of the Fund acquired by reinvestment of dividends or
distributions from any other of the Oppenheimer funds (except Oppenheimer
Cash Reserves) or from any unit investment trust for which reinvestment
arrangements have been made with the Distributor may be exchanged at net
asset value for shares of any of the Oppenheimer funds. No contingent
deferred sales charge is imposed on exchanges of shares of any class
purchased subject to a contingent deferred sales charge. However, when
Class A shares acquired by exchange of Class A shares of other Oppenheimer
funds purchased subject to a Class A contingent deferred sales charge are
redeemed within 18 months of the end of the calendar month of the initial
purchase of the exchanged Class A shares, the Class A contingent deferred
sales charge is imposed on the redeemed shares (see "Class A Contingent
Deferred Sales Charge" in the Prospectus). The Class B contingent
deferred sales charge is imposed on Class B shares acquired by exchange
if they are redeemed within six years of the initial purchase of the
exchanged Class B shares. The Class C contingent deferred sales charge
is imposed on Class C shares acquired by exchange if they are redeemed
within 12 months of the initial purchase of the exchanged Class C shares.
When Class B or Class C shares are redeemed to effect an exchange,
the priorities described in "How To Buy Shares" in the Prospectus for the
imposition of the Class B and Class C contingent deferred sales charges
will be followed in determining the order in which the shares are
exchanged. Shareholders should take into account the effect of any
exchange on the applicability and rate of any contingent deferred sales
charge that might be imposed in the subsequent redemption of remaining
shares. Shareholders owning shares of more than one class must specify
whether they intend to exchange Class A, Class B or Class C shares.
The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of more than one account.
The Fund may accept requests for exchanges of up to 50 accounts per day
from representatives of authorized dealers that qualify for this
privilege. In connection with any exchange request, the number of shares
exchanged may be less than the number requested if the exchange or the
number requested would include shares subject to a restriction cited in
the Prospectus or this Statement of Additional Information or would
include shares covered by a share certificate that is not tendered with
the request. In those cases, only the shares available for exchange
without restriction will be exchanged.
When exchanging shares by telephone, a shareholder must either have
an existing account in, or obtain and acknowledge receipt of a prospectus
of, the fund to which the exchange is to be made. For full or partial
exchanges of an account made by telephone, any special account features
such as Asset Builder Plans, Automatic Withdrawal Plans and retirement
plan contributions will be switched to the new account unless the Transfer
Agent is instructed otherwise. If all telephone lines are busy (which
might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.
Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the
"Redemption Date"). Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. The
Fund reserves the right, in its discretion, to refuse any exchange request
that may disadvantage it (for example, if the receipt of multiple exchange
requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Fund).
The different Oppenheimer funds available for exchange have
different
investment objectives, policies and risks, and a shareholder should assure
that the Fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange. For federal income tax
purposes, an exchange transaction is treated as a redemption of shares of
one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and the
Transfer Agent are unable to provide investment, tax or legal advice to
a shareholder in connection with an exchange request or any other
investment transaction.
Dividends, Capital Gains and Taxes
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and capital gains distributions is
explained in the Prospectus under the caption "Dividends, Capital Gains
and Taxes." Special provisions of the Internal Revenue Code govern the
eligibility of the Fund's dividends for the dividends-received deduction
for corporate shareholders. Long-term capital gains distributions are not
eligible for the deduction. In addition, the amount of dividends paid by
the Fund which may qualify for the deduction is limited to the aggregate
amount of qualifying dividends that the Fund derives from its portfolio
investments that the Fund has held for a minimum period, usually 46 days.
A corporate shareholder will not be eligible for the deduction on
dividends paid on Fund shares held for 45 days or less. To the extent the
Fund's dividends are derived from gross income from option premiums,
interest income or short-term gains from the sale of securities or
dividends from foreign corporations, those dividends will not qualify for
the deduction.
Under the Internal Revenue Code, by December 31 each year, the Fund
must distribute 98% of its taxable investment income earned from January
1 through December 31 of that year and 98% of its capital gains realized
in the period from November 1 of the prior year through October 31 of the
current year, or else the Fund must pay an excise tax on the amounts not
distributed. While it is presently anticipated that the Fund will meet
those requirements, the Board of Directors and the Manager might determine
in a particular year that it would be in the best interest of shareholders
for the Fund not to make such distributions at the required levels and to
pay the excise tax on the undistributed amounts. That would reduce the
amount of income or capital gains available for distribution to
shareholders.
If the Fund qualifies as a "regulated investment company" under the
Internal Revenue Code, it will not be liable for Federal income taxes on
amounts paid by it as dividends and distribution. The Fund qualified
during its last fiscal year, and intends to qualify in current and future
years, but reserves the right not to do so. The Internal Revenue Code
contains a number of complex tests to determine whether the Fund will
qualify, and the Fund might not meet those tests in a particular year.
For example, if the Fund derives 30% or more of its gross income from the
sale of securities held less than three months, it may fail to qualify
(see "Tax Aspects of Covered Calls and Hedging Instruments," above). If
it did not so qualify, the Fund would be treated for tax purposes as an
ordinary corporation and receive no tax deduction for payments made to
shareholders.
The amount of a class's distributions may vary from time to time
depending on market conditions, the composition of the Fund's portfolio,
and expenses borne by the Fund or borne separately by a class, as
described in "Alternative Sales Arrangements -- Class A, Class B and Class
C Shares," above. Dividends are calculated in the same manner, at the
same time and on the same day for shares of each class. However,
dividends on Class B and Class C shares are expected to be lower as a
result of the asset-based sales charge on Class B and Class C shares, and
Class B and Class C dividends will also differ in amount as a consequence
of any difference in net asset value between the classes.
Dividends, distributions and the proceeds of the redemption of Fund
shares represented by checks returned to the Transfer Agent by the Postal
Service as undeliverable will be invested in shares of Oppenheimer Money
Market Fund, Inc., as promptly as possible after the return of such checks
to the Transfer Agent, to enable the investor to earn a return on
otherwise idle funds.
Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect
to reinvest all dividends and/or capital gains distributions in shares of
the same class of any of the other Oppenheimer funds listed in "Reduced
Sales Charges," above, at net asset value without sales charge. To elect
this option, a shareholder must notify the Transfer Agent in writing and
either must have an existing account in the fund selected for reinvestment
or must obtain a prospectus for that fund and an application from the
Distributor to establish an account. The investment will be made at the
net asset value per share in effect at the close of business on the
payable date of the dividend or distribution. Dividends and/or
distributions from certain of the Oppenheimer funds may be invested in
shares of this Fund on the same basis.
Additional Information About the Fund
The Custodian. State Street Bank and Trust Company acts as
custodian
of the assets of the Trust. The Fund's cash balances in excess of
$100,000 are not protected by Federal deposit insurance. Such uninsured
balances may be substantial.
Independent Accountants. Price Waterhouse LLP serve as the Fund's
independent auditors. Their services include examining the annual
financial statements of the Fund as well as other related services.
<PAGE>
Appendix A
DESCRIPTION OF RATINGS
Bond Ratings
- - Moody's Investors Service, Inc.
Aaa: Bonds which are rated "Aaa" are judged to be the best quality and to
carry the smallest degree of investment risk. Interest payments are
protected by a large or by an exceptionally stable margin and principal
is secure. While the various protective elements are likely to change,
the changes that can be expected are most unlikely to impair the
fundamentally strong position of such issues.
Aa: Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the "Aaa" group, they comprise what are generally
known as "high-grade" bonds. They are rated lower than the best bonds
because margins of protection may not be as large as with "Aaa" securities
or fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than those of "Aaa" securities.
A: Bonds which are rated "A" possess many favorable investment attributes
and are to be considered as upper-medium grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa: Bonds which are rated "Baa" are considered medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and have speculative characteristics as well.
Ba: Bonds which are rated "Ba" are judged to have speculative elements;
their future cannot be considered well-assured. Often the protection of
interest and principal payments may be very moderate and not well
safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.
B: Bonds which are rated "B" generally lack characteristics of desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated "Caa" are of poor standing and may be in
default or there may be present elements of danger with respect to
principal or interest.
Ca: Bonds which are rated "Ca" represent obligations which are speculative
in a high degree and are often in default or have other marked
shortcomings.
C: Bonds which are rated "C" can be regarded as having extremely poor
prospects of ever retaining any real investment standing.
- - Standard & Poor's Corporation
AAA: "AAA" is the highest rating assigned to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.
AA: Bonds rated "AA" also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority
of instances they differ from "AAA" issues only in small degree.
A: Bonds rated "A" have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to adverse effects of change
in circumstances and economic conditions.
BBB: Bonds rated "BBB" are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for
bonds in this category than for bonds in the "A" category.
- - Fitch Investors Service, Inc.
AAA Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated "AAA." Because
bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+."
A Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
BBB Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than for
bonds with higher ratings.
Plus (+) Minus (-) Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category.
Plus and minus signs, however, are not used in the "DDD," "DD," or "D"
categories.
Short-Term Debt Ratings.
- - Moody's Investors Service, Inc. The following rating designations for
commercial paper (defined by Moody's as promissory obligations not having
original maturity in excess of nine months), are judged by Moody's to be
investment grade, and indicate the relative repayment capacity of rated
issuers:
Prime-1: Superior capacity for repayment. Capacity will normally be
evidenced by the following characteristics: (a) leveling market positions
in well-established industries; (b) high rates of return on funds
employed; (c) conservative capitalization structures with moderate
reliance on debt and ample asset protection; (d) broad margins in earning
coverage of fixed financial charges and high internal cash generation; and
(e) well established access to a range of financial markets and assured
sources of alternate liquidity.
Prime-2: Strong capacity for repayment. This will normally be evidenced
by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may
be more affected by external conditions. Ample alternate liquidity is
maintained.
Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes which
have demand features may also be designated as "VMIG". These rating
categories are as follows:
MIG1/VMIG1: Best quality. There is present strong protection by
established cash flows, superior liquidity support or demonstrated
broadbased access to the market for refinancing.
MIG2/VMIG2: High quality. Margins of protection are ample although not
so large as in the preceding group.
- - Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of
no more than 365 days) assess the likelihood of payment:
A-1: Strong capacity for timely payment. Those issues determined to
possess extremely strong safety characteristics are denoted with a plus
sign (+) designation.
A-2: Satisfactory capacity for timely payment. However, the relative
degree of safety is not as high as for issues designated "A-1".
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety characteristics
will be given a plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest.
S&P assigns "dual ratings" to all municipal debt issues that have a demand
or double feature as part of their provisions. The first rating addresses
the likelihood of repayment of principal and interest as due, and the
second rating addresses only the demand feature. With short-term demand
debt, S&P's note rating symbols are used with the commercial paper symbols
(for example, "SP-1+/A-1+").
- - Fitch Investors Service, Inc. Fitch assigns the following short-term
ratings to debt obligations that are payable on demand or have original
maturities of generally up to three years, including commercial paper,
certificates of deposit, medium-term notes, and municipal and investment
notes:
F-1+: Exceptionally strong credit quality; the strongest degree of
assurance for timely payment.
F-1: Very strong credit quality; assurance of timely payment is only
slightly less in degree than issues rated "F-1+".
F-2: Good credit quality; satisfactory degree of assurance for timely
payment, but the margin of safety is not as great as for issues assigned
"F-1+" or "F-1" ratings.
- - Duff & Phelps, Inc. The following ratings are for commercial paper
(defined by Duff & Phelps as obligations with maturities, when issued, of
under one year), asset-backed commercial paper, and certificates of
deposit (the ratings cover all obligations of the institution with
maturities, when issued, of under one year, including bankers' acceptance
and letters of credit):
Duff 1+: Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative sources
of funds, is outstanding, and safety is just below risk-free U.S. Treasury
short-term obligations.
Duff 1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk
factors are minor.
Duff 1-: High certainty of timely payment. Liquidity factors are strong
and supported by good fundamental protection factors. Risk factors are
very small.
Duff 2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors
are small.
- - IBCA Limited or its affiliate IBCA Inc. Short-term ratings, including
commercial paper (with maturities up to 12 months), are as follows:
A1+: Obligations supported by the highest capacity for timely repayment.
A1: Obligations supported by a very strong capacity for timely repayment.
A2: Obligations supported by a strong capacity for timely repayment,
although such capacity may be susceptible to adverse changes in business,
economic, or financial conditions.
- - Thomson BankWatch, Inc. The following short-term ratings apply to
commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.
TBW-1: The highest category; indicates the degree of safety regarding
timely repayment of principal and interest is very strong.
TBW-2: The second highest rating category; while the degree of safety
regarding timely repayment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated "TBW-1".
<PAGE>
Appendix B
Corporate Industry Classifications
Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
<PAGE>
Food
Gas Transmission*
Gas Utilities*
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking
<PAGE>
_________________
* For purposes of the Fund's investment policy not to concentrate in
securities of issuers in the same industry, gas utilities and gas
transmission utilities each will be considered a separate industry.
B-1
<PAGE>
Oppenheimer Quest Opportunity Value Fund
Two World Trade Center
New York, New York 10048-0203
1-800-525-7048
Investment Adviser
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Sub-Advisor
OpCap Advisor
One World Financial Center
New York, New York 10281
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
State Street Bank and Trust Company
P.O. Box 8505
Boston, Massachusetts 02266-8505
Independent Auditors
Price Waterhouse LLP
950 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen
Shalov & Wein
114 West 47th Street
New York, New York 10036
<PAGE>
OPPENHEIMER QUEST FOR VALUE FUNDS
Part C
Other Information
ITEM 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
--------------------
(1) Financial Highlights
(i) for Oppenheimer Quest Small Cap Value
Fund("Small Cap
Fund") - *
(ii) for Oppenheimer Quest Growth & Income Value
Fund
("Growth & Income Fund") - *
(iii)for Oppenheimer Quest Opportunity Value Fund
("Opportunity Fund") - To be filed by Amendment.
(iv) for Oppenheimer Quest Officers Value Fund
("Officers
Fund") - *
(2) Independent Auditors' Report
(i) for Small Cap Fund - *
(ii) for Growth & Income Fund - *
(iii)for Opportunity Fund - To be filed by
Amendment.
(iv) for Officers Fund - *
(3) Statement of Investments
(i) for Small Cap Fund - *
(ii) for Growth & Income Fund - *
(iii)for Opportunity Fund - To be filed by
Amendment.
(iv) for Officers Fund - *
(4) Statement of Assets and Liabilities
(i) for Small Cap Fund - *
(ii) for Growth & Income Fund - *
(iii)for Opportunity Fund - To be filed by
Amendment.
(iv) for Officers Fund - *
(5) Statement of Operations
(i) for Small Cap Fund - *
(ii) for Growth & Income Fund - *
(iii)for Opportunity Fund - To be filed by
Amendment.
(iv) for Officers Fund - *
(6) Statement of Changes in Net Assets
(i) for Small Cap Fund - *
(ii) for Growth & Income Fund - *
(iii)for Opportunity Fund - To be filed by
Amendment.
(iv) for Officers Fund - *
(7) Notes to Financial Statements
(i) for Small Cap Fund - *
(ii) for Growth & Income Fund - *
(iii)for Opportunity Fund - To be filed by
Amendment.
(iv) for Officers Fund - *
(8) Independent Auditors' Consent - *
* Filed with Registrant's Post-Effective Amendment No. 36, 2/9/96,
and
incorporated herein by reference.
(b) Exhibits:
--------
(1) (a)Declaration of Trust, as amended: Filed with Post-
Effective Amendment No. 36, 2/9/96, and incorporated herein by reference.
(b) Amendment to Declaration of Trust: Filed
herewith.
(2) By-laws of Registrant: Filed with Post-Effective
Amendment
No. 36, 2/9/96, and incorporated herein by reference.
(3) Not Applicable.
(4) (a)Small Cap Fund Specimen Class A Share Certificate
- -
Filed herewith.
(b) Small Cap Fund Specimen Class B Share Certificate -
Filed
herewith.
(c) Small Cap Fund Specimen Class C Share Certificate -
Filed
herewith.
(d)Growth & Income Fund Specimen Class A Share Certificate
- -
Filed herewith.
(e) Growth & Income Fund Specimen Class B Share
Certificate -
Filed herewith.
(f) Growth & Income Fund Specimen Class C Share Certificate
- -
Filed herewith.
(g)Opportunity Fund Specimen Class A Share Certificate -
Filed
herewith.
(h)Opportunity Fund Specimen Class B Share Certificate -
Filed
herewith.
(i) Opportunity Fund Specimen Class C Share Certificate -
Filed
herewith.
(j) Opportunity Fund Specimen Class Y Share Certificate -
Filed
herewith.
(k)Officers Fund Specimen Class A Share Certificate - Filed
herewith.
(l) Officers Fund Specimen Class B Share Certificate -
Filed herewith.
(m) Officers Fund Specimen Class C Share Certificate - Filed
herewith.
(5) (a) Investment Advisory Agreement: Filed with
Post-
Effective Amendment No. 36, 2/9/96, and incorporated herein by reference.
(b) (1) Subadvisory Agreement with respect to
the Small
Cap Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and
incorporated herein by reference.
(2) Subadvisory Agreement with respect to
the Growth
& Income Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and
incorporated herein by reference.
(3) Subadvisory Agreement with respect to
the
Opportunity Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and
incorporated herein by reference.
(4) Subadvisory Agreement with respect to
the
Officers Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and
incorporated herein by reference.
(6) (a) General Distributor's Agreement: Filed with
Post-Effective Amendment No. 36, 2/9/96, and incorporated herein by reference.
(b) (1) Form of Dealer Agreement of
OppenheimerFunds
Distributor, Inc.: Filed with Post-Effective Amendment No. 14 of
Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850), 9/30/94, and
incorporated herein by reference.
(2) Form of OppenheimerFunds Distributor,
Inc.
Broker Agreement: Filed with Post-Effective Amendment No. 14 of
Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850), 9/30/94, and
incorporated herein by reference.
(3) Form of OppenheimerFunds Distributor,
Inc. Agency
Agreement: Filed with Post-Effective Amendment No. 14 of Oppenheimer Main
Street Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated herein
by reference.
(4) Broker Agreement between
OppenheimerFunds
Distributor, Inc. and Newbridge Securities dated 10/1/86: Filed with Post-
Effective Amendment No. 25 of Oppenheimer Special Fund (Reg. No. 2-45272),
11/1/86, refiled with Post-Effective Amendment No. 45 of Oppenheimer
Special Fund (Reg. No. 2-45272), 8/22/94, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(7) Not Applicable.
(8) Custody Agreement: Previously filed as Exhibit 8 to
Post-
Effective Amendment No. 6, and refiled with Post-Effective Amendment No.
36, 2/9/96, pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(9) Not Applicable.
(10) Opinion and consent of counsel as to the legality of
the
securities being registered, indicating whether they will when sold be
legally issued, fully paid and non-assessable: Filed with Post-Effective
Amendment No. 33, 6/23/95, and incorporated herein by reference.
(11) Not Applicable.
(12) Not Applicable.
(13) Agreement relating to initial capital: Filed with
Post-
Effective Amendment No. 33, 6/23/95, and incorporated herein by reference.
(14) (i) Form of Individual Retirement Account Trust
Agreement: Filed as Exhibit 14 of Post-Effective Amendment No. 21 of
Oppenheimer U.S. Government Trust (Reg. No. 2-76645), 8/25/93, and
incorporated herein by reference.
(ii) Form of prototype Standardized and
Non-Standardized
Profit-Sharing Plan and Money Purchase Pension Plan for self-employed
persons and corporations: Filed with Post-Effective Amendment No. 15 to
the Registration Statement of Oppenheimer Mortgage Income Fund (Reg. No.
33-6614), 1/20/95, and incorporated herein by reference.
(iii) Form of Tax-Sheltered Retirement Plan and
Custody
Agreement for employees of public schools and tax-exempt organizations:
Filed with Post-Effective Amendment No. 47 to the Registration Statement
of Oppenheimer Growth Fund (Reg. No. 2-45272), 10/21/94, and incorporated
herein by reference.
(iv) Form of Simplified Employee Pension IRA:
Filed with
Post-Effective Amendment No. 42 to the Registration Statement of
Oppenheimer Equity Income Fund (Reg. No. 2-33043), 10/28/94, and
incorporated herein by reference.
(v) Form of SAR-SEP Simplified Employee Pension
IRA:
Filed with Post-Effective Amendment No. 36 to Oppenheimer Equity Income
Fund (Reg. No. 2-33043), 10/28/94, and incorporated herein by reference.
(vi) Form of Prototype 401(k) plan: Filed with
Post-
Effective Amendment No. 7 to the Registration Statement of Oppenheimer
Strategic Income & Growth Fund (33-47378), 9/28/95, and incorporated
herein by reference.
(vii) Prototype Trust Consultants, Inc. 401(k)
Plan: To
be filed by Amendment.
(15) (a)(1) Amended and Restated Distribution and
Service Plan
and Agreement with respect to Class A shares of the Growth & Income Fund:
Filed with Post-Effective Amendment No. 36, 2/9/96, and incorporated
herein by reference.
(2)Amended and Restated Distribution and Service Plan
and
Agreement with respect to Class A shares of the Opportunity Fund: Filed
with Post-Effective Amendment No. 36, 2/9/96, and incorporated herein by
reference.
(3)Amended and Restated Distribution and Service Plan
and
Agreement with respect to Class A shares of the Small Cap Fund: Filed with
Post-Effective Amendment No. 36, 2/9/96, and incorporated herein by
reference.
(4)Amended and Restated Distribution and Service Plan
and
Agreement with respect to Class A shares of the Officers Fund: Filed with
Post-Effective Amendment No. 36, 2/9/96, and incorporated herein by
reference.
(b)(1) Amended and Restated Distribution and
Service Plan
and Agreement with respect to Class B shares of the Growth & Income Fund:
Filed with Post-Effective Amendment No. 36, 2/9/96, and incorporated
herein by reference.
(2)Amended and Restated Distribution and Service Plan
and
Agreement with respect to Class B shares of the Opportunity Fund: Filed
with Post-Effective Amendment No. 36, 2/9/96, and incorporated herein by
reference.
(3)Amended and Restated Distribution and Service Plan
and
Agreement with respect to Class B shares of the Small Cap Fund: Filed
with Post-Effective Amendment No. 36, 2/9/96, and incorporated herein by
reference.
(4)Amended and Restated Distribution and Service Plan
and
Agreement with respect to Class B shares of the Officers Fund: Filed with
Post-Effective Amendment No. 36, 2/9/96, and incorporated herein by
reference.
(c)(1) Amended and Restated Distribution and
Service Plan
and Agreement with respect to Class C shares of the Growth & Income Fund:
Filed with Post-Effective Amendment No. 36, 2/9/96, and incorporated
herein by reference.
(2)Amended and Restated Distribution and Service Plan
and
Agreement with respect to Class C shares of the Opportunity Fund: Filed
with Post-Effective Amendment No. 36, 2/9/96, and incorporated herein by
reference.
(3)Amended and Restated Distribution and Service Plan
and
Agreement with respect to Class C shares of the Small Cap Fund: Filed with
Post-Effective Amendment No. 36, 2/9/96, and incorporated herein by
reference.
(4)Amended and Restated Distribution and Service Plan
and
Agreement with respect to Class C shares of the Officers Fund: Filed with
Post-Effective Amendment No. 36, 2/9/96, and incorporated herein by
reference.
(16) (1) Performance Computation Schedule of Growth
& Income
Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and incorporated
herein by reference.
(2)Performance Computation Schedule of Opportunity
Fund:
To be filed by amendment.
(3)Performance Computation Schedule of Small Cap Fund:
Filed with Post-Effective Amendment No. 36, 2/9/96, and incorporated
herein by reference.
(4)Performance Computation Schedule of Officers Fund:
Filed with Post-Effective Amendment No. 36, 2/9/96, and incorporated
herein by reference.
(17) (1)Financial Data Schedule for Class A shares of
Growth &
Income Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and
incorporated herein by reference.
(2)Financial Data Schedule for Class B shares of
Growth &
Income Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and
incorporated herein by reference.
(3) Financial Data Schedule for Class C shares
of Growth
& Income Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and
incorporated herein by reference.
(4) Financial Data Schedule for Class A shares
of
Opportunity Fund: To be filed by Amendment.
(5) Financial Data Schedule for Class B shares
of
Opportunity Fund: To be filed by Amendment.
(6) Financial Data Schedule for Class C shares
of
Opportunity Fund: To be filed by Amendment.
(7) Financial Data Schedule for Class Y shares
of
Opportunity Fund: Not Applicable.
(8) Financial Data Schedule for Class A shares
of Small
Cap Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and
incorporated herein by reference.
(9) Financial Data Schedule for Class B shares
of Small
Cap Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and
incorporated herein by reference.
(10) Financial Data Schedule for Class C shares
of Small
Cap Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and
incorporated herein by reference.
(11) Financial Data Schedule for Class A shares
of
Officers Fund: Filed with Post-Effective Amendment No. 36, 2/9/96, and
incorporated herein by reference.
(18) Oppenheimer Funds Multiple Class Plan under Rule 18f-3
dated 10/24/95: Filed with Post-Effective Amendment No. 12 to the
Registration Statement of Oppenheimer California Tax-Exempt Fund (33-
23566), 11/1/95, and incorporated herein by reference.
-- Powers of Attorney and Certified Board Resolutions
signed
by Registrant's Trustees: Filed with Post-Effective Amendment No. 35,
11/24/95, and incorporated herein by reference.
Item 25. Persons Controlled by or Under Common Control
with Registrant
- ------- ---------------------------------------------
No person is presently controlled by or under common control with
Registrant.
Item 26. Number of Holders of Securities
- ------- -------------------------------
Number of Record
Holders as of
Title of Class November __, 1996
- -------------- -----------------
Shares of Beneficial Interest
Opportunity Value Fund - Class A ______
Opportunity Value Fund - Class B ______
Opportunity Value Fund - Class C ______
Opportunity Value Fund - Class Y ______
Small Cap Value Fund - Class A _____
Small Cap Value Fund - Class B _____
Small Cap Value Fund - Class C _____
Growth & Income Value Fund - Class A _____
Growth & Income Value Fund - Class B _____
Growth & Income Value Fund - Class C _____
Officers Value Fund - Class A _____
Item 27. Indemnification
- ------- ---------------
Reference is made to Article Fifth (5.3) of Registrant's Declaration of
Trust filed as Exhibit 24(b)(1) to this Registration Statement and
incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons
of Registrant pursuant to the foregoing provisions or otherwise,
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred or paid by a
trustee, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such trustee,
officer or controlling person, Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
Item 28. Business and Other Connections of Investment Adviser
- -------- ----------------------------------------------------
(a) OppenheimerFunds, Inc. is the investment adviser of the
Registrant; it and certain subsidiaries and affiliates act in the same
capacity to other registered investment companies as described in Parts
A and B hereof and listed in Item 28(b) below.
(a1) The directors and executive officers of OpCap Advisors, their
positions and their other business affiliations and business experience
for the past two years are listed in Item 28(b) below.
(b) There is set forth below information as to any other
business,
profession, vocation or employment of a substantial nature in which each
officer and director of OppenheimerFunds, Inc. is, or at any time during
the past two fiscal years has been, engaged for his/her own account or in
the capacity of director, officer, employee, partner or trustee.
<TABLE>
<CAPTION>
Name & Current Position Other Business and
Connections with
OppenheimerFunds, Inc. During the Past Two
Years
- ---------------------------
- ---------------------------
<S> <C>
Mark J.P. Anson,
Vice President Vice President of
Oppenheimer Real
Asset Management, Inc.
("ORAMI");
formerly Vice President
of Equity
Derivatives at Salomon
Brothers,
Inc.
Peter M. Antos,
Senior Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds; a
Chartered Financial
Analyst; Senior
Vice President of
HarbourView;
prior to March, 1996
he was the
senior equity portfolio
manager for
the Panorama Series
Fund, Inc. (the
"Company") and other
mutual funds
and pension funds
managed by G.R.
Phelps & Co. Inc.
("G.R. Phelps"),
the Company's former
investment
adviser, which was a
subsidiary of
Connecticut Mutual Life
Insurance
Company; was also
responsible for
managing the common
stock
department and common
stock
investments of
Connecticut Mutual
Life Insurance Co.
Lawrence Apolito,
Vice President None.
Victor Babin,
Senior Vice President None.
Bruce Bartlett,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds;
formerly a Vice
President and
Senior Portfolio
Manager at First
of America Investment
Corp.
Ellen Batt,
Assistant Vice President None
Kathleen Beichert,
Assistant Vice President Formerly employed by
Smith Barney,
Inc.
David Bernard,
Vice President Previously a Regional
Sales
Director for Retirement
Plan
Services at Charles
Schwab & Co.,
Inc.
Robert J. Bishop,
Vice President Assistant Treasurer of
the
Oppenheimer Funds
(listed below);
previously a Fund
Controller for
OppenheimerFunds, Inc.
(the
"Manager").
George Bowen,
Senior Vice President & Treasurer Treasurer of the New
York-based
Oppenheimer Funds; Vice
President,
Assistant Secretary and
Treasurer
of the Denver-based
Oppenheimer
Funds. Vice President
and Treasurer
of OppenheimerFunds
Distributor,
Inc. (the
"Distributor") and
HarbourView Asset
Management
Corporation
("HarbourView"), an
investment adviser
subsidiary of
the Manager; Senior
Vice President,
Treasurer, Assistant
Secretary and
a director of
Centennial Asset
Management Corporation
("Centennial"), an
investment
adviser subsidiary of
the Manager;
Vice President,
Treasurer and
Secretary of
Shareholder Services,
Inc. ("SSI") and
Shareholder
Financial Services,
Inc. ("SFSI"),
transfer agent
subsidiaries of the
Manager; Director,
Treasurer and
Chief Executive Officer
of
MultiSource Services,
Inc.; Vice
President and Treasurer
of
Oppenheimer Real Asset
Management,
Inc.; President,
Treasurer and
Director of Centennial
Capital
Corporation; Vice
President and
Treasurer of Main
Street Advisers.
Scott Brooks,
Assistant Vice President None.
Susan Burton,
Assistant Vice President Previously a Director
of
Educational Services
for H.D. Vest
Investment Securities,
Inc.
Michael A. Carbuto,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds; Vice
President of
Centennial.
Ruxandra Chivu,
Assistant Vice President None.
O. Leonard Darling,
Executive Vice President Formerly Co-Director
of Fixed
Income for State Street
Research &
Management Co.
Robert A. Densen,
Senior Vice President None.
Robert Doll, Jr.,
Executive Vice President and
Director An officer and/or
portfolio manager
of certain Oppenheimer
funds.
John Doney,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Andrew J. Donohue,
Executive Vice President,
General Counsel and Director Secretary of the New
York-
based Oppenheimer
Funds; Vice
President and Secretary
of the
Denver-based
Oppenheimer Funds;
Secretary of the
Oppenheimer Quest
and Oppenheimer
Rochester Funds;
Executive Vice
President, Director
and General Counsel of
the
Distributor; President
and a
Director of Centennial;
Chief Legal
Officer and a Director
of
MultiSource Services,
Inc.;
President and a
Director of
Oppenheimer Real Asset
Management,
Inc.; Executive Vice
President,
General Counsel and
Director of
SFSI and SSI; formerly
Senior Vice
President and Associate
General
Counsel of the Manager
and the
Distributor.
George Evans,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Scott Farrar,
Vice President Assistant Treasurer of
the New
York-based and
Denver-based
Oppenheimer funds.
Katherine P. Feld,
Vice President and Secretary Vice President and
Secretary of
OppenheimerFunds
Distributor, Inc.;
Secretary of
HarbourView Asset
Management Corporation,
MultiSource
Services, Inc. and
Centennial Asset
Management Corporation;
Secretary,
Vice President and
Director of
Centennial Capital
Corporation;
Vice President and
Secretary of
ORAMI.
Ronald H. Fielding,
Senior Vice President; Chairman:
Rochester Division An officer, Director
and/or
portfolio manager of
certain
Oppenheimer funds.
Formerly
Chairman of the Board
and Director
of Rochester Fund
Distributors,
Inc. ("RFD"), President
and
Director of Fielding
Management
Company, Inc. ("FMC"),
President
and Director of
Rochester Capital
Advisors, Inc.
("RCAI"), Managing
Partner of Rochester
Capital
Advisors, L.P.,
President and
Director of Rochester
Fund
Services, Inc. ("RFS"),
President
and Director of
Rochester Tax
Managed Fund, Inc.
John Fortuna,
Vice President None.
Jon S. Fossel,
Chairman of the Board Director of OAC, the
Manager's
parent holding company;
President,
CEO and a director of
HarbourView;
a director of SSI and
SFSI;
President, Director,
Trustee, and
Managing General
Partner of the
Denver-based
Oppenheimer Funds;
President and Chairman
of the Board
of Main Street
Advisers, Inc.;
formerly Chief
Executive Officer of
the Manager.
Patricia Foster,
Vice President An officer of certain
Oppenheimer
funds; Secretary and
General
Counsel of Rochester
Capital
Advisors, L.P. and
Secretary of
Rochester Tax Managed
Fund, Inc.
Robert G. Galli,
Vice Chairman Trustee of the New
York-based
Oppenheimer Funds; Vice
President
and Counsel of OAC;
formerly he
held the following
positions: Vice
President and a
director of
HarbourView and
Centennial, a
director of SFSI and
SSI, an
officer of other
Oppenheimer Funds.
Linda Gardner,
Assistant Vice President None.
Janelle Gellerman,
Assistant Vice President None.
Jill Glazerman, None.
Assistant Vice President
Ginger Gonzalez,
Vice President, Director of
Marketing Communications Formerly 1st Vice
President /
Director of Graphic and
Print
Communications for
Shearson Lehman
Brothers.
Mildred Gottlieb,
Assistant Vice President Formerly served as a
Strategy
Consultant for the
Private Client
Division of Merrill
Lynch.
Caryn Halbrecht,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds;
formerly Vice President
of Fixed
Income Portfolio
Management at
Bankers Trust.
Barbara Hennigar,
Executive Vice President and
President and Chief Executive
Officer of OppenheimerFunds
Services, a division of the Manager President and Director
of SFSI;
President and Chief
Executive
Officer of SSI.
Dorothy Hirshman,
Assistant Vice President None.
Alan Hoden,
Vice President None.
Merryl Hoffman,
Vice President None.
Scott T. Huebl,
Assistant Vice President None.
Richard Hymes,
Assistant Vice President None.
Jane Ingalls,
Assistant Vice President Formerly a Senior
Associate with
Robinson, Lake/Sawyer
Miller.
Ronald Jamison,
Vice President Formerly Vice President
and
Associate General
Counsel at
Prudential Securities,
Inc.
Frank Jennings,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Formerly a Managing
Director of
Global Equities at
Paine Webber's
Mitchell Hutchins
division.
Heidi Kagan,
Assistant Vice President None.
Thomas W. Keffer,
Vice President Formerly Senior
Managing Director
of Van Eck Global.
Avram Kornberg,
Vice President Formerly a Vice
President with
Bankers Trust.
Paul LaRocco,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Formerly a Securities
Analyst for
Columbus Circle
Investors.
Michael Levine,
Assistant Vice President None.
Stephen F. Libera,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds; a
Chartered Financial
Analyst; a Vice
President of
HarbourView; prior to
March, 1996 he was the
senior bond
portfolio manager for
Panorama
Series Fund, Inc.,
other mutual
funds and pension
accounts managed
by G.R. Phelps; was
also
responsible for
managing the public
fixed-income securities
department
at Connecticut Mutual
Life
Insurance Co.
Mitchell J. Lindauer,
Vice President None.
Loretta McCarthy,
Executive Vice President None.
Bridget Macaskill,
President, Chief Executive Officer
and Director President, Director and
Trustee of
the New York-based and
the Denver-
based Oppenheimer
funds; President
and a Director of OAC,
HarbourView
and Oppenheimer
Partnership
Holdings, Inc.;
Director of ORAMI;
Chairman and Director
of SSI; a
Director of Oppenheimer
Real Asset
Management, Inc.
Timothy Martin,
Assistant Vice President Formerly Vice
President, Mortgage
Trading, at S.N. Phelps
& Co.,
Salomon Brothers, and
Kidder
Peabody.
Sally Marzouk,
Vice President None.
Lisa Migan,
Assistant Vice President, None.
Robert J. Milnamow,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Formerly a Portfolio
Manager with
Phoenix Securities
Group.
Denis R. Molleur,
Vice President None.
Kenneth Nadler,
Vice President None.
David Negri,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Barbara Niederbrach,
Assistant Vice President None.
Robert A. Nowaczyk,
Vice President None.
Robert E. Patterson,
Senior Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
John Pirie,
Assistant Vice President Formerly a Vice
President with
Cohane Rafferty
Securities, Inc.
Tilghman G. Pitts III,
Executive Vice President Chairman and Director
of the
Distributor.
Jane Putnam,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Formerly Senior
Investment Officer
and Portfolio Manager
with Chemical
Bank.
Russell Read,
Vice President Consultant for
Prudential Insurance
on behalf of the
General Motors
Pension Plan.
Thomas Reedy,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Formerly a Securities
Analyst for
the Manager.
David Robertson,
Vice President None.
Adam Rochlin,
Vice President Formerly a Product
Manager for
Metropolitan Life
Insurance
Company.
Michael S. Rosen
Vice President; President:
Rochester Division An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Formerly Vice President
of RFS,
President and Director
of RFD, Vice
President and Director
of FMC, Vice
President and director
of RCAI,
General Partner of RCA,
an officer
and/or portfolio
manager of certain
Oppenheimer funds.
David Rosenberg,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Richard H. Rubinstein,
Senior Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds;
formerly Vice President
and
Portfolio
Manager/Security Analyst
for Oppenheimer Capital
Corp., an
investment adviser.
Lawrence Rudnick,
Assistant Vice President Formerly Vice President
of Dollar
Dry Dock Bank.
James Ruff,
Executive Vice President None.
Ellen Schoenfeld,
Assistant Vice President None.
Stephanie Seminara,
Vice President Formerly Vice President
of Citicorp
Investment Services.
Diane Sobin,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds;
formerly a Vice
President and
Senior Portfolio
Manager for Dean
Witter InterCapital,
Inc.
Richard A. Soper, None.
Assistant Vice President
Nancy Sperte,
Executive Vice President None.
Donald W. Spiro,
Chairman Emeritus Vice Chairman and
Trustee of the
New York-based
Oppenheimer Funds;
formerly Chairman of
the Manager
and the Distributor.
Arthur Steinmetz,
Senior Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Ralph Stellmacher,
Senior Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
John Stoma,
Senior Vice President,
Director Retirement Plans Formerly Vice President
of U.S.
Group Pension Strategy
and
Marketing for Manulife
Financial.
Michael C. Strathearn,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds; a
Chartered Financial
Analyst; a Vice
President of
HarbourView; prior to
March, 1996 he was an
equity
portfolio manager for
Panorama
Series Fund, Inc. and
other mutual
funds and pension
accounts managed
by G.R. Phelps.
James C. Swain,
Vice Chairman of the Board Chairman, CEO and
Trustee, Director
or Managing Partner of
the Denver-
based Oppenheimer
Funds; President
and a Director
of Centennial; formerly
President
and Director of OAMC,
and Chairman
of the Board of SSI.
James Tobin,
Vice President None.
Jay Tracey,
Vice President Vice President of the
Manager; Vice
President and Portfolio
Manager of
Oppenheimer Discovery
Fund,
Oppenheimer Global
Emerging Growth
Fund and Oppenheimer
Enterprise
Fund. Formerly
Managing Director
of Buckingham Capital
Management.
Gary Tyc,
Vice President, Assistant
Secretary and Assistant Treasurer Assistant Treasurer of
the
Distributor and SFSI.
Ashwin Vasan,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Valerie Victorson,
Vice President None.
Dorothy Warmack,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds.
Jerry A. Webman,
Senior Vice President Director of New
York-based tax-
exempt fixed income
Oppenheimer
Funds; Formerly
Managing Director
and Chief Fixed
Income Strategist
at Prudential Mutual
Funds.
Christine Wells,
Vice President None.
Kenneth B. White,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds; a
Chartered Financial
Analyst; Vice
President of
HarbourView; prior to
March, 1996 he was an
equity
portfolio manager for
Panorama
Series Fund, Inc. and
other mutual
funds and pension funds
managed by
G.R. Phelps.
William L. Wilby,
Senior Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds; Vice
President of
HarbourView.
Carol Wolf,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds; Vice
President of
Centennial; Vice
President, Finance and
Accounting
and member of the Board
of
Directors of the Junior
League of
Denver, Inc.
Robert G. Zack,
Senior Vice President and
Assistant Secretary Associate General
Counsel of the
Manager; Assistant
Secretary of the
Oppenheimer Funds;
Assistant
Secretary of SSI, SFSI;
an officer
of other Oppenheimer
Funds.
Arthur J. Zimmer,
Vice President An officer and/or
portfolio manager
of certain Oppenheimer
funds; Vice
President of
Centennial.
</TABLE>
The Oppenheimer Funds include the New York-based Oppenheimer Funds, the
Oppenheimer Quest Funds, the Denver-based Oppenheimer Funds, and the
Rochester-based Oppenheimer Funds, set forth below:
New York-based Oppenheimer Funds
- --------------------------------
Oppenheimer Asset Allocation Fund
Oppenheimer California Municipal Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer New York Municipal Fund
Oppenheimer Fund
Oppenheimer Series Fund, Inc.
Oppenheimer Target Fund
Oppenheimer Municipal Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Oppenheimer Quest Funds
- ------------------------
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest For Value Funds
Denver-based Oppenheimer Funds
- ------------------------------
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Municipal Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
Rochester-based Oppenheimer Funds
- ---------------------------------
Bond Fund Series - Oppenheimer Bond Fund For
Growth
Rochester Fund Municipals
Rochester Portfolio Series - Limited Term
New York Municipal Fund
The address of OppenheimerFunds, Inc., the New York-based
Oppenheimer Funds, the Oppenheimer Quest Funds, OppenheimerFunds
Distributor, Inc., HarbourView Asset Management Corp., Oppenheimer
Partnership Holdings, Inc., and Oppenheimer Acquisition Corp. is Two World
Trade Center, New York, New York 10048-0203.
The address of the Denver-based Oppenheimer Funds, Shareholder
Financial Services, Inc., Shareholder Services, Inc., OppenheimerFunds
Services, Centennial Asset Management Corporation, Centennial Capital
Corp., Oppenheimer Real Asset Management, Inc., MultiSource Services, Inc.
and Oppenheimer Real Asset Management, Inc. is 3410 South Galena Street,
Denver, Colorado 80231.
The address of the Rochester-based funds is 350 Linden Oaks,
Rochester, New York 14625-2807.
<TABLE>
<CAPTION>
Name & Current Position with Other Business and
Connections
OpCap Advisors During the Past Two
Years
- ------------------------
- ---------------------------
<S> <C>
Robert J. Bluestone,
Director of Fixed Income
Management Managing Director of
Oppenheimer Capital; Director of
Oppenheimer Capital
Trust Company.
Eugene D. Brody,
Director of Options and
Futures Management Managing Director of
Oppenheimer Capital.
Thomas E. Duggan,
General Counsel & Secretary Managing Director &
General Counsel of Oppenheimer
Capital; Assistant
Secretary of Oppenheimer Financial Corp.
Linda S. Ferrante,
Portfolio Manager Senior Vice President
of Oppen-heimer Capital.
Bernard H. Garil,
President Senior Vice President
of Oppen-heimer Capital and
Oppenheimer & Co., Inc;
Director of Oppenheimer Capital
Trust Company.
John Giusio,
Portfolio Manager Vice President of
Oppenheimer Capital.
Richard J. Glasebrook, II,
Portfolio Manager Managing Director of
Oppenheimer Capital.
Colin Glinsman,
Portfolio Manager Senior Vice President
of Oppen-heimer Capital.
Louis Goldstein,
Assistant Portfolio Manager Senior Vice President
of Oppen-heimer Capital.
Matthew Greenwald,
Portfolio Manager Vice President of
Oppenheimer Capital.
Vikki Y. Hanges,
Portfolio Manager Vice President of
Oppenheimer Capital.
Jenny Beth Jones,
Portfolio Manager Senior Vice President
of Oppen-heimer Capital.
Joseph M. LaMotta,
Chairman President of
Oppenheimer Capital; Director & Executive Vice
President of
Oppenheimer Financial Corp. and Oppenheimer
Group, Inc.; General
Partner of Oppenheimer & Co., L.P.;
Director of Oppenheimer
Capital Trust Company; Director and
President of
Oppenheimer Capital Limited.
George A. Long,
Director of Research Managing Director of
Oppenheimer Capital.
Elisa A. Mazen,
Portfolio Manager Vice President of
Oppenheimer Capital International Division.
Timothy McCormack,
Portfolio Manager Vice President of
Oppenheimer Capital; formerly Assistant
Vice President of
Oppenheimer Capital.
Susan Murphy,
President, Quest Cash
Mgmt. Services President of Quest Cash
Management Services and
Oppenheimer Capital
Trust Company; Senior Vice President of
Oppenheimer Capital.
Eileen Rominger,
Portfolio Manager Managing Director of
Oppenheimer Capital.
Sheldon M. Siegel,
Treasurer and Chief Financial
Officer Managing
Director/Treasurer/Chief Financial Officer of
Oppenheimer Capital;
Director of Oppenheimer Capital Trust
Company; Treasurer and
Chief Financial Officer of
Oppenheimer Capital
Limited.
Bruce E. Ventimiglia,
Chief Operating Officer General Partner of
Saratoga Capital Management; Senior Vice
President/Agent of OCC
Distributors.
Jeffrey Whittington,
Portfolio Manager Senior Vice President
of Oppenheimer Capital.
</TABLE>
The address of OpCap Advisors is 200 Liberty Street, New York,
New York 10281.
For information as to the business, profession, vocation or
employment of a substantial nature of the officers and trustees
of Oppenheimer Capital, Oppenheimer Capital Trust Company,
Oppenheimer Capital Financial Corp., Oppenheimer Group, Inc.,
Oppenheimer & Co., L.P. and Oppenheimer Capital Limited,
reference is made to Form ADV filed by OpCap Advisors, under the
Investment Advisers Act of 1940, which are incorporated herein
by reference.
Item 29. Principal Underwriter
- -------- ---------------------
(a) OppenheimerFunds Distributor, Inc. is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which OppenheimerFunds, Inc.
is the investment adviser, as described in Part A and B of this
Registration Statement and listed in Item 28(b) above.
(b) The directors and officers of the Registrant's principal
underwriter are:
Positions and
Name & Principal Positions & Offices
Offices with
Business Address with Underwriter
Registrant
- ---------------- -------------------
--------
Susan P. Bader ++ Assistant Vice President
None
Christopher Blunt Vice President
None
38954 Plumbrook Drive
Farmington Hills, MI 48331
George Clarence Bowen+ Vice President & Treasurer
Vice President
and Treasurer
of the NY-based
Oppenheimer
funds / Vice
President,
Secretary and
Treasurer of
the Denver-
based Oppen-
heimer funds
Julie Bowers Vice President
None
21 Dreamwold Road
Scituate, MA 02066
Peter W. Brennan Vice President
None
1940 Cotswold Drive
Orlando, FL 32825
Maryann Bruce* Senior Vice President -
None
Director - Financial
Institution Div.
Robert Coli Vice President
None
12 White Tail Lane
Bedminster, NJ 07921
Ronald T. Collins Vice President
None
710-3 E. Ponce DeLeon Ave.
Decatur, GA 30030
Bill Coughlin Vice President
None
34251/2 Irving Avenue So.
Minneapolis, MN 55408
Mary Crooks+ Senior Vice President
None
Paul Delli-Bovi Vice President
None
750 W. Broadway
Apt. 5M
Long Beach, NY 11561
E. Drew Devereaux ++ Assistant Vice President
None
Andrew John Donohue* Executive Vice
Secretary of
President, General
the New York-
Counsel and Director
based Oppen-
heimer funds /
Vice President
of the Denver-
based Oppen-
heimer funds
Wendy H. Ehrlich Vice President
None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President
None
41 Craig Place
Cranford, NJ 07016
John Ewalt Vice President
None
2301 Overview Dr. NE
Tacoma, WA 98422
Katherine P. Feld* Vice President & Secretary
None
Mark Ferro Vice President
None
43 Market Street
Breezy Point, NY 11697
Ronald H. Fielding++ Vice President; Chairman:
Rochester Division
None
Reed F. Finley Vice President -
None
320 E. Maple, Ste. 254 Financial Institution Div.
Birmingham, MI 48009
Wendy Fishler* Vice President -
None
Financial Institution Div.
Ronald R. Foster Senior Vice President
None
139 Avant Lane
Cincinatti, OH 45249
Patricia Gadecki Vice President
None
3906 Americana Drive
Tampa, FL 3334
Luiggino Galleto Vice President
None
10239 Rougemont Lane
Charlotte, NC 28277
Mark Giles Vice President -
None
5506 Bryn Mawr Financial Institution Div.
Dallas, TX 75209
Ralph Grant* Vice President/National
None
Sales Manager - Financial
Institution Div.
Sharon Hamilton Vice President
None
720 N. Juanita Ave. - #1
Redondo Beach, CA 90277
Carla Jiminez Vice President
None
111 Rexford Court
Summerville, SC 29485
Mark D. Johnson Vice President
None
7512 Cromwell Dr. Apt 1
Clayton, MO 63105
Michael Keogh* Vice President
None
Richard Klein Vice President
None
4011 Queen Avenue South
Minneapolis, MN 55410
Ilene Kutno* Vice President -
None
Director - Regional Sales
Wayne A. LeBlang Senior Vice President -
None
23 Fox Trail Director Eastern Div.
Lincolnshire, IL 60069
Dawn Lind Vice President -
None
7 Maize Court Financial Institution Div.
Melville, NY 11747
James Loehle Vice President
None
30 John Street
Cranford, NJ 07016
John McDonough Vice President
None
P.O. Box 760
50 Riverview Road
New Castle, NH 03854
Laura Mulhall* Senior Vice President -
None
Director of Key Accounts
Timothy G. Mulligan ++ Vice President
None
Charles Murray Vice President
None
50 Deerwood Drive
Littleton, CO 80127
Wendy Murray Vice President
None
114-B Larchmont Acres West
Larchmont, NY 10538
Joseph Norton Vice President
None
2518 Fillmore Street
Apt. 1
San Francisco, CA 94115
Patrick Palmer Vice President
None
958 Blue Mountain Cr.
West Lake Village, CA 91362
Randall Payne Vice President -
None
1307 Wandering Way Dr. Financial Institution Div.
Charlotte, NC 28226
Gayle Pereira Vice President
None
2707 Via Arboleda
San Clemente, CA 92672
Charles K. Pettit Vice President
None
22 Fall Meadow Dr.
Pittsford, NY 14534
Bill Presutti Vice President
None
1777 Larimer St. #807
Denver, CO 80202
Tilghman G. Pitts, III* Chairman & Director
None
Elaine Puleo* Vice President -
None
Financial Institution Div.,
Director -
Key Accounts
Minnie Ra Vice President -
None
0895 Thirty-First Ave. Financial Institution Div.
Apt. 4
San Francisco, CA 94121
Michael Raso Vice President
None
30 Hommocks Road
Apt. 30
Larchmont, NY 10538
John C. Reinhardt ++ Vice President
None
Ian Robertson Vice President
None
4204 Summit Way
Marietta, GA 30066
Michael S. Rosen++ Vice President, President:
Rochester Division
None
Kenneth Rosenson Vice President
None
3802 Knickerbocker Place
Apt. 3D
Indianapolis, IN 46240
James Ruff* President
None
Timothy Schoeffler Vice President
None
1717 Fox Hall Road
Wasington, DC 20007
Mark Schon Vice President
None
10483 E. Corrine Dr.
Scottsdale, AZ 85259
Michael Sciortino Vice President
None
3114 Hickory Run
Sugarland, TX 77479
Robert Shore Vice President -
None
26 Baroness Lane Financial Institution Div.
Laguna Niguel, CA 92677
Peggy Spilker ++ Vice President
None
Michael Stenger Vice President
None
8572 Saint Ives Place
Cincinnati, OH 45255
George Sweeney Vice President
None
1855 O'Hara Lane
Middletown, PA 17057
Scott McGregor Tatum Vice President
None
7123 Cornelia Lane
Dallas, TX 75214
David G. Thomas Vice President -
None
111 South Joliet Circle Financial Institution Div.
#304
Aurora, CO 80112
Philip Trimble Vice President
None
2213 West Homer
Chicago, IL 60647
Gary Paul Tyc+ Assistant Treasurer
None
Mark Stephen Vandehey+ Vice President
None
Gregory K. Wilson Vice President
None
2 Side Hill Road
Westport, CT 06880
* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
++ 350 Linden Oaks, Rochester, NY 14625-2807 (the "Rochester
Division")
(c) Not applicable.
Item 30. Location of Accounts and Records
- -------- --------------------------------
The accounts, books and other documents required to be maintained
by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940
and rules promulgated thereunder are in the possession of both
OppenheimerFunds, Inc. at its offices at 3410 South Galena Street, Denver,
Colorado 80231 and MassMutual at its offices at 1295 State Street,
Springfield, Massachusetts 01111.
Item 31. Management Services
- ------- -------------------
Not Applicable.
Item 32. Undertakings
- ------- ------------
(a) Registrant hereby undertakes to assist shareholder
communication
in accordance with the provisions of Section 16 of the Investment Company
Act of 1940 and to call a meeting of shareholders for the purpose of
voting upon the question of removal of a Trustee or Trustees when
requested in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares of beneficial interest.
(b) Not applicable.
(c) Registrant hereby undertakes to file a post-effective
amendment
containing financial statements for any series portfolio of Registrant,
which need not be certified, within four to six months from the effective
date of the registration statement with respect to such portfolio under
the Securities Act of 1933.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 14th day of October, 1996.
OPPENHEIMER QUEST FOR VALUE FUNDS
By: /s/ Bridget A. Macaskill
-----------------------------------
Bridget A. Macaskill
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signatures Title
Date
- ---------- -----
----
/s/ Bridget A Macaskill Chairman of the Board,
October 14, 1996
- ----------------------- President (Principal
Bridget A. Macaskill Executive Officer) and
Trustee
/s/ George C. Bowen Treasurer (Principal
October 14, 1996
- ----------------------- Financial and Accounting
Officer)
/s/ Paul Y. Clinton Trustee
October 14, 1996
- -----------------------
Paul Y. Clinton
/s/ Thomas W. Courtney Trustee
October 14, 1996
- -----------------------
Thomas W. Courtney
/s/ Lacy B. Herrmann Trustee
October 14, 1996
- -----------------------
Lacy B. Herrmann
/s/ George Loft Trustee
October 14, 1996
- -----------------------
George Loft
<PAGE>
OPPENHEIMER QUEST FOR VALUE FUNDS
Registration No. 33-15489
Post-Effective Amendment No. 37
Index to Exhibits
Exhibit
Number Description
- ------- -----------
25(b)(1)(b) Amendment to Declaration of Trust
24(b)(4)(i) Small Cap Fund Specimen Class A Share Certificate
24(b)(4)(ii) Small Cap Fund Specimen Class B Share
Certificate
24(b)(4)(iii) Small Cap Fund Specimen Class C Share
Certificate
24(b)(4)(iv) Growth & Income Fund Specimen Class A Share
Certificate
24(b)(4)(v) Growth & Income Fund Specimen Class B Share
Certificate
24(b)(4)(vi) Growth & Income Fund Specimen Class C Share
Certificate
24(b)(4)(vii) Opportunity Fund Specimen Class A Share
Certificate
24(b)(4)(viii) Opportunity Fund Specimen Class B Share
Certificate
24(b)(4)(ix) Opportunity Fund Specimen Class C Share Certificate
24(b)(4)(x) Opportunity Fund Specimen Class Y Share Certificate
24(b)(4)(xi) Officers Fund Specimen Class A Share Certificate
24(b)(4)(xii) Officers FUnd Specimen Class B Share Certificate
24(B)(4)(xiii) Officers Fund Specimen Class C Share Certificate
OPPENHEIMER QUEST FOR VALUE FUNDS
An Establishment and Designation of Class
of Shares of Beneficial Interest of the Trust
WHEREAS, by a Declaration of Trust (the "Declaration") dated March
13, 1987, as amended, Oppenheimer Quest For Value Funds, a
Massachusetts business trust (the "Trust"), was established under the
laws of the Commonwealth of Massachusetts;
WHEREAS, pursuant to an "Establishment and Designation of Class A
Shares, Class B Shares and Class C Shares of Beneficial Interest of the
Trust", the shares of beneficial interest of each series of the Trust,
par value $.01 per share (the "Shares"), were divided to create three
classes of Shares designated as "Class A Shares", "Class B Shares" and
"Class C Shares"; and
WHEREAS, the Trustees of the Trust have determined that it is
advisable to add an additional class of Shares to the Oppenheimer Quest
Opportunity Value Fund ("the Fund"), a series of the Trust;
NOW THEREFORE:
1. The undersigned, being a majority of the Trustees of the Trust
acting pursuant to Section 6.9(h) of the Declaration do hereby
establish a fourth class of Shares of the Fund, to be designated
"Class Y" Shares.
2. Class Y Shares shall be entitled to all of the rights and
preferences accorded to Shares under the Declaration.
3 The purchase price of Class Y Shares, the method of determination
of net asset value of Class Y Shares, the price, terms and manner
of redemption of Class Y Shares, and the relative dividend rights
of holders of Class Y Shares shall be established by the Trustees
of the Trust in accordance with the provisions of the Declaration
and shall be set forth in the currently effective prospectus and
statement of additional information of the Fund, as amended from
time to time, under the Securities Act of 1933, as amended.
<PAGE>
IN WITNESS WHEREOF, the undersigned have signed this instrument in
duplicate counterparts and have caused it to be lodged among the
records of the Trust on October , 1996.
__________________________
John Cannon
CDC Associates, Inc.
620 Sentry Parkway
Suite 220
Blue Bell, PA 19422
__________________________
Paul Clinton
39 Blossom Avenue
Osterville, MA 02655
__________________________
Thomas Courtney
Backbone Road
P.O. Box 580
Sewickly, PA 15143
<PAGE>
__________________________
Lacy Herrmann
Aquila Management Corporation
380 Madison Avenue - Suite
2300
New York, New York 10017
__________________________
George Loft
51 Herrick Road
Sharon, CT 06069
__________________________
Bridget A. Macaskill
160 East 81st Street
New York, New York 10028
The Declaration of Trust establishing Oppenheimer Quest For Value
Funds, dated March 13, 1987, as amended, a copy of which, together with
all amendments thereto, is on file in the office of the Secretary of
the Commonwealth of Massachusetts, provides that the name "Oppenheimer
Quest For Value Funds" refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no
Trustee, shareholder, officer, employee or agent of Oppenheimer Quest
For Value Funds shall be held to any personal liability, nor shall
resort be had to their private property for the satisfaction of any
obligation or claim or otherwise in connection with the affairs of said
Trust but the Trust Property only shall be liable.
OPPENHEIMER QUEST SMALL CAP VALUE FUND
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS A SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST SMALL CAP VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 700
(at left) is the owner of
(centered) FULLY PAID CLASS A SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST SMALL CAP VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,
INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class A Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\251CERT.A
OPPENHEIMER QUEST SMALL CAP VALUE FUND
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS B SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST SMALL CAP VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 809
(at left) is the owner of
(centered) FULLY PAID CLASS B SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST SMALL CAP VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,
INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class B Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\251CERT.B
OPPENHEIMER QUEST SMALL CAP VALUE FUND
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS C SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST SMALL CAP VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 882
(at left) is the owner of
(centered) FULLY PAID CLASS C SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST SMALL CAP VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,
INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class C Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\251CERT.C
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS A SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 403
(at left) is the owner of
(centered) FULLY PAID CLASS A SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
(A DIVISION OF OPPENHEIMER MANAGEMENT
CORPORATION)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class A Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\257cert.A
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS B SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 502
(at left) is the owner of
(centered) FULLY PAID CLASS B SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
(A DIVISION OF OPPENHEIMER MANAGEMENT
CORPORATION)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class B Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\257CERT.B
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS C SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 601
(at left) is the owner of
(centered) FULLY PAID CLASS C SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
(A DIVISION OF OPPENHEIMER MANAGEMENT
CORPORATION)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class C Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\257CERT.C
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS A SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 106
(at left) is the owner of
(centered) FULLY PAID CLASS A SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,
INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class A Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\236cert.A
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS B SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 205
(at left) is the owner of
(centered) FULLY PAID CLASS B SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,
INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class B Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\236CERT.B
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS C SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 304
(at left) is the owner of
(centered) FULLY PAID CLASS C SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,
INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class C Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\236CERT.C
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Class Y Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS Y SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP
(at left) is the owner of
(centered) FULLY PAID CLASS Y SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,
INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class Y Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\236CERT.Y
OPPENHEIMER QUEST OFFICERS VALUE FUND
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS A SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST OFFICERS VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 874
(at left) is the owner of
(centered) FULLY PAID CLASS A SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST OFFICERS VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,
INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class A Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\229CERT.A
OPPENHEIMER QUEST OFFICERS VALUE FUND
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS B SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST OFFICERS VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 866
(at left) is the owner of
(centered) FULLY PAID CLASS B SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST OFFICERS VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,
INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class B Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\229CERT.B
OPPENHEIMER QUEST OFFICERS VALUE FUND
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, CLASS C SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest for Value Funds
A MASSACHUSETTS BUSINESS TRUST
SERIES: OPPENHEIMER QUEST OFFICERS VALUE FUND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 68380E 858
(at left) is the owner of
(centered) FULLY PAID CLASS C SHARES OF
BENEFICIAL INTEREST OF
OPPENHEIMER QUEST OFFICERS VALUE FUND
A series of Oppenheimer Quest for Value Funds (hereinafter
called the "Trust"), transferable only on the books of the Trust
by the holder hereof in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the
Declaration of Trust of the Trust to all of which the holder by
acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent.
WITNESS the facsimile seal of Trust and the signatures of
its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ George C. Bowen /s/ Bridget Macaskill
_______________________ ___________________
TREASURER PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER QUEST FOR VALUE FUNDS
SEAL
1987
COMMONWEALTH OF MASSACHUSETTS
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS,
INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class C Shares of
beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________ Attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Trust.
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
__________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\229CERT.C
