OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
Supplement dated November 10, 1997 to the
Prospectus dated February 21, 1997
The supplement dated May 1, 1997 to the Prospectus is replaced by this
supplement. The Prospectus is amended as follows:
1. The first footnote under the "Shareholder Transaction Expenses" table on page
3 is replaced with the following:
(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 29) in Class A shares, you may have to pay a sales charge
of up to 1% if you sell your shares within 12 calendar months (18 months
for shares purchased prior to May 1, 1997) from the end of the calendar
month during which you purchased those shares. See "How to Buy Shares -
Buying Class A Shares", below.
2. Pursuant to shareholder approval received on May 19, 1997, the sections of
the Prospectus entitled "Investment Objective and Policies," and "Investment
Techniques and Strategies" are revised as follows:
(1) The Fund's investment objective on page 10 is restated as "The Fund
seeks growth of capital and investment income."
(2) The Fund's investment policies listed under the caption "Investment
Policies and Strategies" on page 10 are no longer fundamental policies.
(3) The Fund's policy on illiquid securities discussed on pages 15 and 18
is changed to increase the amount of the Fund's assets that may be
invested in such securities from 10% of its total assets to 15% of its net
assets.
3. The section of the Prospectus captioned "The Sub-Adviser" set forth under
"How the Fund is Managed" starting on page 19 is hereby revised to read as
follows:
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.
Continued
-1-
<PAGE>
On November 4, 1997, PIMCO Advisors L.P. ("PIMCO Advisors"), a registered
investment adviser with $125 billion in assets under management through
various subsidiaries, acquired control of Oppenheimer Capital and the
Sub-Adviser. On November 5, 1997, a new sub-advisory agreement between the
Sub-Adviser and the Manager, on terms identical to the prior sub-advisory
agreement, became effective. The new sub-advisory agreement had been
approved by shareholders of the Fund on May 19, 1997. Value Advisors LLC,
a limited liability company and a wholly-owned subsidiary of PIMCO
Advisors, holds a one-third managing general partner interest in
Oppenheimer Capital and a 1.0% general partner interest in the
Sub-Adviser. Oppenheimer Capital L.P., a Delaware limited partnership
whose units are traded on The New York Stock Exchange, owns the remaining
two-thirds interest in Oppenheimer Capital. PIMCO Partners G.P., general
partner of PIMCO Advisors, holds the sole general partner interest in
Oppenheimer Capital, L.P.
4. The second sentence in "Class A Shares" under "Classes of Shares" on page 25
is replaced by the following:
If you purchase Class A shares as part of an investment of at least $1
million ($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if you
sell any of those shares within 12 months of buying them (18 months if the
shares were purchased prior to May 1, 1997), you may pay a contingent
deferred sales charge.
5. The following sentence is added to the end of "Which Class of Shares Should
You Choose? - How Does It Affect Payments To My Broker?" on page 27:
The Distributor may pay additional periodic compensation from its own
resources to securities dealers or financial institutions based upon the
value of shares of the Fund owned by the dealer or financial institution
for its own account or for its customers.
6. The first sentence in the second paragraph of "Buying Class A Shares - Class
A Contingent Deferred Sales Charge" on page 30 is replaced by the following:
The Distributor pays dealers of record commission on those purchases in an
amount equal to (i) 1.0% for non-Retirement Plan accounts, and (ii) for
Retirement Plan accounts, 1.0% of the first $2.5 million, plus 0.50% of
the next $2.5 million, plus 0.25% of purchases over $5 million, calculated
on a calendar year basis.
Continued
-2-
<PAGE>
7. In the third paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 30, the first sentence is replaced by the
following:
If you redeem any of those shares purchased prior to May 1, 1997, within
18 months of the end of the calendar month of their purchase, a contingent
deferred sales charge (called the "Class A contingent deferred sales
charge") may be deducted from the redemption proceeds. A Class A
contingent deferred sales charge may be deducted from the redemption
proceeds of any of those shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end of the calendar month of their
purchase.
8. The third sentence of the second paragraph of "Reduced Sales Charges for
Class A Share Purchases - Right of Accumulation" on page 31 is replaced by the
following:
The Distributor will add the value, at current offering price, of the
shares you previously purchased and currently own to the value of current
purchases to determine the sales charge rate that applies.
9. The third sub-paragraph in "Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 33 is replaced by the following:
o if, at the time of purchase of shares (prior to May 1, 1997) the
dealer agreed in writing to accept the dealer's portion of the sales
commission in installments of 1/18th of the commission per month (and no
further commission will be payable if the shares are redeemed within 18
months of purchase);
o if, at the time of purchase of shares (on or after May 1, 1997)
the dealer agrees in writing to accept the dealer's portion of the sales
commission in installments of 1/12th of the commission per month (and no
further commission will be payable if the shares are redeemed within 12
months of purchase);
10. The following sub-paragraphs are added at the end of "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page 34:
o for distributions from Retirement Plans having 500 or more
eligible participants, except distributions due to termination of all of
the Oppenheimer funds as an investment option under the Plan; and
o for distributions from 401(k) plans sponsored by broker-dealers
that have entered into a special agreement with the Distributor allowing
this waiver.
Continued
-3-
<PAGE>
11. The following sentence is added to the end of the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 37:
If a dealer has a special agreement with the Distributor, the Distributor
will pay the Class B service fee and the asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the time of purchase.
12. The following is added as a new penultimate sentence to the sixth paragraph
of "Distribution and Service Plans for Class B and Class C shares" on page 37:
If a dealer has a special agreement with the Distributor, the Distributor
shall pay the Class C service fee and asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the
time of purchase.
13. The introductory phrase in the sixth sub-paragraph of "Waivers for
Redemptions in Certain Cases" in "Waivers of Class B and Class C Sales Charges"
on page 38 is replaced with the following and a new sub-section (6) is added as
follows:
o distributions from OppenheimerFunds prototype 401(k) plans and
from certain Massachusetts Mutual Life Insurance Company prototype
401(k) plans ...
or (6) for loans to participants or beneficiaries.
14. The following sub-paragraph is added at the end of "Waivers for Redemptions
in Certain Cases" in "Waivers of Class B and Class C Sales Charges" on page 38:
o Distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special agreement with the Distributor allowing this
waiver.
15. The section captioned "Special Investor Services" is revised by adding the
following after the sub-section captioned "PhoneLink" on page 39:
Shareholder Transactions by Fax. Requests for certain account transactions
may be sent to the Transfer Agent by fax (telecopier). Please call
1-800-525- 7048 for information about which transactions are included.
Transaction requests submitted by fax are subject to the same rules and
restrictions as written and telephone requests described in this
Prospectus.
November 10, 1997 PS0257.009
-4-
<PAGE>
<PAGE>
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
Supplement dated November 10, 1997 to the Statement of
Additional Information dated February 21, 1997
The supplement dated May 1, 1997 to the Statement of Additional
Information is replaced by this supplement. The Statement of Additional
Information is amended as follows:
1. The section of the Statement of Additional Information entitled "Other
Investment Restrictions" on page 15 is revised by this supplement to reflect
that on May 19, 1997, the shareholders of the Fund approved the following
changes:
(a) The fundamental policy that prohibits the Fund from investing in
physical commodities or physical commodity contracts or speculate in
financial commodity contracts, but permits the Fund to purchase and sell
financial futures contracts and options on such futures contract
exclusively for hedging purposes on page 15 is replaced by the following
fundamental policy: "The Fund cannot invest in physical commodities or
physical commodity contracts; however, the Fund may: (i) buy and sell
hedging instruments to the extent specified in its Prospectus from time to
time, and (ii) buy and sell options, futures, securities or other
instruments backed by, or the investment return from which is linked to
changes in the price of, physical commodities."
(b) The Fund's policy on page 15 that it may not 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 short sales "against- the-box" is no longer a
fundamental policy.
(c) The Fund's policy on page 15 that prevents the Fund from investing in
securities of other investment companies except in connection with a
merger, consolidation, reorganization or acquisition of assets is
eliminated.
(d) The Fund's policy on page 15 that it may not invest in interests in
oil, gas or other mineral exploration or development programs or leases is
no longer a fundamental policy.
(e) The Fund's policy on page 16 that it may not invest more than 5% of
its total assets (determined at the time of investment) in warrants or
invest more than 2% of its total assets in warrants not listed on the New
York or American Stock Exchange is no longer a fundamental policy.
2. The section of the Statement of Additional Information entitled "The Manager
and its Affiliates" starting on page 20 is amended as follows:
(a) The first sentence of "The Investment Advisory Agreement" on page 21
is replaced with the following: "The Manager acts as investment adviser to
the Fund pursuant to the terms of an Investment Advisory Agreement dated
May 27, 1997, as amended on October 22, 1997, which replaced the
Investment Advisory Agreement dated as of November 22, 1995."
(b) The last sentence of the last paragraph of "The Investment Advisory
Agreement" on page 22 is replaced with the following: "The Manager has
retained the Sub-Adviser pursuant to a separate Subadvisory Agreement
dated November 5, 1997 with respect to the Fund, which replaced the
Subadvisory Agreement dated as of November 22, 1995."
-5-
<PAGE>
(c) The last sentence of the first paragraph of "The Subadvisory
Agreement" on page 22 is replaced with the following: "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 February 28, 1997 and by the shareholders
of the Fund at a meeting held for that purpose on May 19, 1997."
(d) The following is added after the final paragraph of "The Subadvisory
Agreement":
"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. On November 4,
1997, PIMCO Advisors L.P. ("PIMCO Advisors"), a registered investment
adviser with $125 billion in assets under management through various
subsidiaries, acquired control of Oppenheimer Capital and the Sub-Adviser.
Value Advisors LLC, a limited liability company and a wholly-owned
subsidiary of PIMCO Advisors, holds a one-third managing general partner
interest in Oppenheimer Capital and a 1.0% general partner interest in the
Sub-Adviser. Oppenheimer Capital L.P., a Delaware limited partnership whose
units are traded on The New York Stock Exchange, owns the remaining
two-thirds interest in Oppenheimer Capital. PIMCO Partners G.P., general
partner of PIMCO Advisors, holds the sole general partner interest in
Oppenheimer Capital, L.P.
PIMCO Partners, G.P. ("PIMCO GP") owns approximately 42.83% and 66.37%,
respectively, of the total outstanding Class A and Class B units of limited
partnership interest ("Units") of PIMCO Advisors' sole general partner.
PIMCO GP is a California general partnership with two general partners. The
first of these is Pacific Investment Management Company, which is a
California corporation and is wholly-owned by Pacific Financial Asset
Management Company, a direct subsidiary of Pacific Life Insurance Company
("Pacific Life").
The managing general partner of PIMCO GP is PIMCO Partners L.L.C.
("PPLLC"), a California limited liability company. PPLLC's members are the
Managing Directors (the "PIMCO Managers") of Pacific Investment Management
Company, a subsidiary of PIMCO Advisors (the "PIMCO Subpartnership"). The
PIMCO Managers are: William H. Gross, Dean S. Meiling, James F. Muzzy,
William F. Podlich, III, Frank B. Rabinovitch, Brent R. Harris, John L.
Hague, William S. Thompson Jr., William C. Powers, David H. Edington,
Benjamin Trosky, William R. Benz, II and Lee R. Thomas, III.
PIMCO Advisors is governed by an Operating Board and an Equity Board.
Because of its power to appoint (directly or indirectly ) seven of the
twelve members of the Operating Board, the PIMCO Subpartnership may be
deemed to control PIMCO Advisors. Because of direct or indirect power to
appoint 25% of the members of the Equity Board, (i) Pacific Life and (ii)
the PIMCO Managers and/or the PIMCO Subpartnership may each be deemed,
under applicable provisions of the investment Company Act, to control
PIMCO Advisors. Pacific Life, the PIMCO Subpartnership and the PIMCO
Managers disclaim such control."
November 10, 1997 PX0257.003
<PAGE>
-6-
<PAGE>
OPPENHEIMER QUEST OFFICERS VALUE FUND
Supplement dated November 10, 1997 to the
Prospectus dated February 24, 1997
The supplement dated May 1, 1997 to the Prospectus is replaced by this
supplement. The Prospectus is amended as follows:
1. The first footnote under the "Shareholder Transaction Expenses" table on page
3 is replaced with the following:
(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 32 ) in Class A shares, you may have to pay a sales charge
of up to 1% if you sell your shares within 12 calendar months (18 months
for shares purchased prior to May 1, 1997) from the end of the calendar
month during which you purchased those shares. See "How to Buy Shares -
Buying Class A Shares", below.
2. Pursuant to shareholder approved received on May 6, 1997, the sections of the
Prospectus entitled "Investment Objective and Policies," and "Investment
Techniques and Strategies" are
revised as follows:
(1) The Fund's investment objective on page 10 is restated as "The Fund
seeks capital appreciation."
(2) The Fund's investment policies listed under the caption "Investment
Policies and Strategies" on page 10 are no longer fundamental policies.
(3) The Fund's policy on illiquid securities discussed on pages 16 and 18
are changed to increase the amount of the Fund's assets that may be
invested in such securities from 15% of its total assets to 15% of its net
assets.
(4) The Fund's policy that it may not invest more than 5% of its total
assets in securities of issuers having a record, together with
predecessors, of less than three years continuous operation on page 19 is
no longer a fundamental policy.
3. The section of the Prospectus captioned "The Sub-Adviser" set forth under
"How the Fund is Managed" on page 18 is hereby revised to read as follows:
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
Continued
-7-
<PAGE>
investment advisor, whose employees perform all investment
advisory services
provided to the Fund by the Sub-Adviser.
On November 4, 1997, PIMCO Advisors L.P. ("PIMCO Advisors"), a registered
investment adviser with $125 billion in assets under management through
various subsidiaries, acquired control of Oppenheimer Capital and the
Sub-Adviser. On November 5, 1997, a new sub-advisory agreement between the
Sub-Adviser and the Manager, on terms identical to the prior sub-advisory
agreement, became effective. The new sub-advisory agreement had been
approved by shareholders of the Fund on May 6, 1997. Value Advisors LLC, a
limited liability company and a wholly-owned subsidiary of PIMCO Advisors,
holds a one-third managing general partner interest in Oppenheimer Capital
and a 1.0% general partner interest in the Sub-Adviser. Oppenheimer
Capital L.P., a Delaware limited partnership whose units are traded on The
New York Stock Exchange, owns the remaining two-thirds interest in
Oppenheimer Capital. PIMCO Partners G.P., general partner of PIMCO
Advisors, holds the sole general partner interest in Oppenheimer Capital,
L.P.
4. The second sentence in "Class A Shares" under "Classes of Shares" on page 26
is replaced by the following:
If you purchase Class A shares as part of an investment of at least $1
million ($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if you
sell any of those shares within 12 months of buying them (18 months if the
shares were purchased prior to May 1, 1997), you may pay a contingent
deferred sales charge."
5. The following sentence is added to the end of "Which Class of Shares Should
You Choose? - How Does It Affect Payments To My Broker?" on page 29:
The Distributor may pay additional periodic compensation from its own
resources to securities dealers or financial institutions based upon the
value of shares of the Fund owned by the dealer or financial institution
for its own account or for its customers.
6. The first sentence in the second paragraph of "Buying Class A Shares - Class
A Contingent Deferred Sales Charge" on page 33 is replaced by the following:
The Distributor pays dealers of record commission on those purchases in an
amount equal to (i) 1.0% for non-Retirement Plan accounts, and (ii) for
Retirement Plan accounts, 1.0% of the first $2.5 million, plus 0.50% of
the next
Continued
-8-
<PAGE>
$2.5 million, plus 0.25% of purchases over $5 million, calculated on a
calendar year basis.
7. In the third paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 33, the first sentence is replaced by the
following:
If you redeem any of those shares purchased prior to May 1, 1997, within
18 months of the end of the calendar month of their purchase, a contingent
deferred sales charge (called the "Class A contingent deferred sales
charge") may be deducted from the redemption proceeds. A Class A
contingent deferred sales charge may be deducted from the redemption
proceeds of any of those shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end of the calendar month of their
purchase.
8. The third sentence of the second paragraph of "Reduced Sales Charges for
Class A Share Purchases - Right of Accumulation" on page 34 is replaced by the
following:
The Distributor will add the value, at current offering price, of the
shares you previously purchased and currently own to the value of current
purchases to determine the sales charge rate that applies.
9. The third sub-paragraph in "Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 37 is replaced by the following:
o if, at the time of purchase of shares (prior to May 1, 1997) the
dealer agreed in writing to accept the dealer's portion of the sales
commission in installments of 1/18th of the commission per month (and no
further commission will be payable if the shares are redeemed within 18
months of purchase);
o if, at the time of purchase of shares (on or after May 1, 1997)
the dealer agrees in writing to accept the dealer's portion of the sales
commission in installments of 1/12th of the commission per month (and no
further commission will be payable if the shares are redeemed within 12
months of purchase);
10. The following sub-paragraphs are added at the end of "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page 38:
o for distributions from Retirement Plans having 500 or more
eligible participants, except distributions due to termination of all of
the Oppenheimer funds as an investment option under the Plan; and
Continued
-9-
<PAGE>
o for distributions from 401(k) plans sponsored by broker-dealers
that have entered into a special agreement with the Distributor allowing
this waiver.
11. The following sentence is added to the end of the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 41:
If a dealer has a special agreement with the Distributor, the Distributor
will pay the Class B service fee and the asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the time of purchase.
12. The following is added as a new penultimate sentence to the sixth paragraph
of "Distribution and Service Plans for Class B and Class C shares" on page 41:
If a dealer has a special agreement with the Distributor, the Distributor
shall pay the Class C service fee and asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the time of purchase.
13. The introductory phrase in the sixth sub-paragraph of "Waivers for
Redemptions in Certain Cases" in "Waivers of Class B and Class C Sales Charges"
on page 42 is replaced with the following and a new sub-section (6) is added as
follows:
o distributions from OppenheimerFunds prototype 401(k) plans and
from certain Massachusetts Mutual Life Insurance Company prototype
401(k) plans ...
or (6) for loans to participants or beneficiaries.
14. The following sub-paragraph is added at the end of "Waivers for Redemptions
in Certain Cases" in "Waivers of Class B and Class C Sales Charges" on page 42:
o Distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special agreement with the Distributor allowing this
waiver.
15. The section captioned "Special Investor Services" is revised by adding the
following after the sub-section captioned "PhoneLink" on page 44 :
Shareholder Transactions by Fax. Requests for certain account transactions
may be sent to the Transfer Agent by fax (telecopier). Please call
1-800-525-7048 for information about which transactions are included.
Transaction requests submitted by fax are subject to the same rules and
restrictions as written and telephone requests described in this
Prospectus.
November 10, 1997 PS0229.009
-10-
<PAGE>
<PAGE>
-11-
<PAGE>
OPPENHEIMER QUEST OFFICERS VALUE FUND
Supplement dated November 10, 1997 to the Statement of
Additional Information dated February 24, 1997
The supplement dated May 1, 1997 to the Statement of Additional
Information is replaced by this supplement. The Statement of Additional
Information is amended as follows:
1. The section of the Statement of Additional Information entitled "Other
Investment Restrictions" starting on page 15 is revised by this supplement to
reflect that on May 6, 1997, the shareholders of the Fund approved the following
changes:
(a) The Fund's policy that it may not purchase securities on margin on
page 15 is no longer a fundamental policy.
(b) The fundamental policy that prohibits the Fund from investing in
physical commodities or physical commodity contracts or speculate in
financial commodity contracts, but permits the Fund to purchase and sell
financial futures contracts and options on such futures contract
exclusively for hedging purposes on page 15 is replaced by the following
fundamental policy: "The Fund cannot invest in physical commodities or
physical commodity contracts; however, the Fund may: (i) buy and sell
hedging instruments to the extent specified in its Prospectus from time to
time, and (ii) buy and sell options, futures, securities or other
instruments backed by, or the investment return from which is linked to
changes in the price of, physical commodities."
2. The section of the Statement of Additional Information entitled "The Manager
and its Affiliates" starting on page 20 is amended as follows:
(a) The first sentence of "The Investment Advisory Agreement" on page 20
is replaced with the following: "The Manager acts as investment adviser to
the Fund pursuant to the terms of an Investment Advisory Agreement dated
May 27, 1997, as amended on October 22, 1997, which replaced the
Investment Advisory Agreement dated as of November 22, 1995."
(b) The last sentence of the last paragraph of "The Investment Advisory
Agreement" on page 22 is replaced with the following: "The Manager has
retained the Sub-Adviser pursuant to a separate Subadvisory Agreement
dated November 5, 1997 with respect to the Fund, which replaced the
Subadvisory Agreement dated as of November 22, 1995."
(c) The last sentence of the first paragraph of "The Subadvisory
Agreement" on page 22 is replaced with the following: "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 February 28, 1997 and by the shareholders
of the Fund at a meeting held for that purpose on May 6, 1997."
(d) The following is added after the final paragraph of "The Subadvisory
Agreement":
"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. On November 4,
1997, PIMCO Advisors L.P. ("PIMCO Advisors"), a registered investment
adviser with
-12-
<PAGE>
$125 billion in assets under management through various subsidiaries,
acquired control of Oppenheimer Capital and the Sub-Adviser. Value
Advisors LLC, a limited liability company and a wholly-owned subsidiary of
PIMCO Advisors, holds a one-third managing general partner interest in
Oppenheimer Capital and a 1.0% general partner interest in the
Sub-Adviser. Oppenheimer Capital L.P., a Delaware limited partnership
whose units are traded on The New York Stock Exchange, owns the remaining
two-thirds interest in Oppenheimer Capital. PIMCO Partners G.P., general
partner of PIMCO Advisors, holds the sole general partner interest in
Oppenheimer Capital, L.P.
PIMCO Partners, G.P. ("PIMCO GP") owns approximately 42.83% and 66.37%,
respectively, of the total outstanding Class A and Class B units of limited
partnership interest ("Units") of PIMCO Advisors' sole general partner.
PIMCO GP is a California general partnership with two general partners. The
first of these is Pacific Investment Management Company, which is a
California corporation and is wholly-owned by Pacific Financial Asset
Management Company, a direct subsidiary of Pacific Life Insurance Company
("Pacific Life").
The managing general partner of PIMCO GP is PIMCO Partners L.L.C.
("PPLLC"), a California limited liability company. PPLLC's members are the
Managing Directors (the "PIMCO Managers") of Pacific Investment Management
Company, a subsidiary of PIMCO Advisors (the "PIMCO Subpartnership"). The
PIMCO Managers are: William H. Gross, Dean S. Meiling, James F. Muzzy,
William F. Podlich, III, Frank B. Rabinovitch, Brent R. Harris, John L.
Hague, William S. Thompson Jr., William C. Powers, David H. Edington,
Benjamin Trosky, William R. Benz, II and Lee R. Thomas, III.
PIMCO Advisors is governed by an Operating Board and an Equity Board.
Because of its power to appoint (directly or indirectly ) seven of the
twelve members of the Operating Board, the PIMCO Subpartnership may be
deemed to control PIMCO Advisors. Because of direct or indirect power to
appoint 25% of the members of the Equity Board, (i) Pacific Life and (ii)
the PIMCO Managers and/or the PIMCO Subpartnership may each be deemed,
under applicable provisions of the investment Company Act, to control
PIMCO Advisors. Pacific Life, the PIMCO Subpartnership and the PIMCO
Managers disclaim such control."
November 10, 1997 PX0229.004
<PAGE>
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Continued
-13-
<PAGE>
Supplement dated November 10, 1997 to the
Prospectus dated December 16, 1996
The supplement dated May 1, 1997 to the Prospectus is replaced by this
supplement. The
Prospectus is amended as follows:
1. The first footnote under the "Shareholder Transaction Expenses" table on page
3 is replaced with the following:
(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 28) in Class A shares, you may have to pay a sales charge
of up to 1% if you sell your shares within 12 calendar months (18 months
for shares purchased prior to May 1, 1997) from the end of the calendar
month during which you purchased those shares. See "How to Buy Shares -
Buying Class A Shares", below.
2. Pursuant to shareholder approval received on May 23, 1997, the sections of
the Prospectus entitled "Investment Objective and Policies" and "Investment
Techniques and Strategies" are
revised as follows:
(1) The Fund's investment objective on page 11 is restated as "The Fund
seeks growth of capital."
(2) The Fund's investment policies listed under the caption "Investment
Policies and Strategies" on page 11 are no longer fundamental policies.
(3) The Fund's policy on illiquid securities discussed on pages 15 and 16
is changed to increase the amount of the Fund's assets that may be
invested in such securities from 10% of its total assets to 15% of its net
assets.
(4) The Fund's policy on borrowing on page 16 is changed to increase the
amount the Fund may borrow from 10% of its total assets to 33-1/3% of its
total assets.
(5) The Fund's policy that it may not invest more than 5% of its total
assets in securities of issuers having a record, together with
predecessors, of less than three years continuous operation on page 16 is
no longer a fundamental policy.
Continued
-14-
<PAGE>
3. The section of the Prospectus captioned "The Sub-Adviser" set forth under
"How the Fund is Managed" on page 18 is hereby revised to read as follows:
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.
On November 4, 1997, PIMCO Advisors L.P. ("PIMCO Advisors"), a registered
investment adviser with $125 billion in assets under management through
various subsidiaries, acquired control of Oppenheimer Capital and the
Sub-Adviser. On November 5, 1997, a new sub-advisory agreement between the
Sub-Adviser and the Manager, on terms identical to the prior sub-advisory
agreement, became effective. The new sub-advisory agreement had been
approved by shareholders of the Fund on May 23, 1997. Value Advisors LLC,
a limited liability company and a wholly-owned subsidiary of PIMCO
Advisors, holds a one-third managing general partner interest in
Oppenheimer Capital and a 1.0% general partner interest in the
Sub-Adviser. Oppenheimer Capital L.P., a Delaware limited partnership
whose units are traded on The New York Stock Exchange, owns the remaining
two-thirds interest in Oppenheimer Capital. PIMCO Partners G.P., general
partner of PIMCO Advisors, holds the sole general partner interest in
Oppenheimer Capital, L.P.
4. The first paragraph of the section "Fees and Expenses" on page 18 is replaced
by the following:
Under the Investment Advisory Agreement, the Fund pays the Manager an
annual fee based on the Fund's daily net assets. Effective October 22,
1997, the annual management fee is as follows: 1.00% of the first $400
million of average annual net assets, 0.90% of the next $400 million of
average annual net assets, 0.85% of the next $3.2 billion of average
annual net assets, 0.80% of the next $4 billion of average annual net
assets; and 0.75% of average annual net assets over $8 billion. This
management fee is higher than that paid by most other investment
companies. Prior to October 22, 1997, the annual management fee was 1.00%
of the first $400 million of average annual net assets, 0.90% of the next
$400 million of average annual net assets, and 0.85% of average annual net
assets over $800 million. The Fund pays expenses related to its daily
operations, such as custodian fees, Trustees' fees, transfer agency fees
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
Continued
-15-
<PAGE>
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.
5. The second sentence in "Class A Shares" under "Classes of Shares" on page 23
is replaced by the following:
If you purchase Class A shares as part of an investment of at least $1
million ($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if you
sell any of those shares within 12 months of buying them (18 months if the
shares were purchased prior to May 1, 1997), you may pay a contingent
deferred sales charge.
6. The following sentence is added to the end of "Which Class of Shares Should
You Choose? - How Does It Affect Payments To My Broker?" on page 26:
The Distributor may pay additional periodic compensation from its own
resources to securities dealers or financial institutions based upon the
value of shares of the Fund owned by the dealer or financial institution
for its own account or for its customers.
7. The following third sub-paragraph is added to "Buying Class A Shares - Class
A
Contingent Deferred Sales Charge" on page 28:
o Purchases by a retirement plan qualified under section 401(a) if the
retirement plan has total plan assets of $500,000 or more.
8. The first sentence in the second paragraph of "Buying Class A Shares - Class
A Contingent Deferred Sales Charge" on page 28 is replaced by the following:
The Distributor pays dealers of record commission on those purchases in an
amount equal to (i) 1.0% for non-Retirement Plan accounts, and (ii) for
Retirement Plan accounts, 1.0% of the first $2.5 million, plus 0.50% of
the next $2.5 million, plus 0.25% of purchases over $5 million, calculated
on a calendar year basis.
Continued
-16-
<PAGE>
9. In the third paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 29, the first sentence is replaced by the
following:
If you redeem any of those shares purchased prior to May 1, 1997, within
18 months of the end of the calendar month of their purchase, a contingent
deferred sales charge (called the "Class A contingent deferred sales
charge") may be deducted from the redemption proceeds. A Class A
contingent deferred sales charge may be deducted from the redemption
proceeds of any of those shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end of the calendar month of their
purchase.
10. The third sentence of the second paragraph of "Reduced Sales Charges for
Class A Share Purchases - Right of Accumulation" on page 30 is replaced by the
following:
The Distributor will add the value, at current offering price, of the
shares you previously purchased and currently own to the value of current
purchases to determine the sales charge rate that applies.
11. The third sub-paragraph in "Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 32 is replaced by the following:
o if, at the time of purchase of shares (prior to May 1, 1997) the
dealer agreed in writing to accept the dealer's portion of the sales
commission in installments of 1/18th of the commission per month (and no
further commission will be payable if the shares are redeemed within 18
months of purchase);
o if, at the time of purchase of shares (on or after May 1, 1997)
the dealer agrees in writing to accept the dealer's portion of the sales
commission in installments of 1/12th of the commission per month (and no
further commission will be payable if the shares are redeemed within 12
months of purchase);
12. The following sub-paragraphs are added at the end of "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page 32:
o for distributions from Retirement Plans having 500 or more
eligible participants, except distributions due to termination of all of
the Oppenheimer funds as an investment option under the Plan; and
o for distributions from 401(k) plans sponsored by broker-dealers
that have entered into a special agreement with the Distributor allowing
this waiver.
-17-
<PAGE>
13. The following sentence is added to the end of the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 35:
If a dealer has a special agreement with the Distributor, the Distributor
will pay the Class B service fee and the asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the time of purchase.
14. The following is added as a new penultimate sentence to the sixth paragraph
of "Distribution and Service Plans for Class B and Class C shares" on page 35:
If a dealer has a special agreement with the Distributor, the Distributor
shall pay the Class C service fee and asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the
time of purchase.
15. The introductory phrase in the sixth sub-paragraph of "Waivers for
Redemptions in Certain Cases" in "Waivers of Class B and Class C Sales Charges"
on page 36 is replaced with the following and a new sub-section (6) is added as
follows:
o distributions from OppenheimerFunds prototype 401(k) plans and
from certain Massachusetts Mutual Life Insurance Company prototype
401(k) plans ....
or (6) for loans to participants or beneficiaries.
16. The following sub-paragraph is added at the end of "Waivers for Redemptions
in Certain Cases" in "Waivers of Class B and Class C Sales Charges" on page 36:
o Distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special agreement with the Distributor allowing this
waiver.
17. The section captioned "Special Investor Services" is revised by adding the
following after the sub-section captioned "PhoneLink" on page 37:
Shareholder Transactions by Fax. Requests for certain account transactions
may be sent to the Transfer Agent by fax (telecopier). Please call
1-800-525- 7048 for information about which transactions are included.
Transaction requests submitted by fax are subject to the same rules and
restrictions as written and telephone requests described in this
Prospectus.
November 10, 1997 PS0236.008
<PAGE>
-18-
<PAGE>
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Supplement dated November 10, 1997 to the
Statement of Additional Information dated December 16, 1996
The supplement dated May 1, 1997 to the Statement of Additional
Information is replaced by this supplement. The Statement of Additional
Information is amended as follows:
1. The section of the Statement of Additional Information entitled "Other
Investment Restrictions" starting on page 7 is revised by this supplement to
reflect that on May 23, 1997 the shareholders of the Fund approved the following
changes:
(a) The fundamental policy that prohibits the Fund from investing in
physical commodities or physical commodity contracts or speculate in
financial commodity contracts, but permits the Fund to purchase and sell
financial futures contracts and options on such futures contract
exclusively for hedging purposes is replaced by the following fundamental
policy: "The Fund cannot invest in physical commodities or physical
commodity contracts; however, the Fund may: (i) buy and sell hedging
instruments to the extent specified in its Prospectus from time to time,
and (ii) buy and sell options, futures, securities or other instruments
backed by, or the investment return from which is linked to changes in the
price of, physical commodities."
(b) The Fund's policy that it may not 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 short sales "against-the-box" is no longer a fundamental policy.
(c) The Fund's policy that prevents the Fund from investing in securities
of other investment companies except in connection with a merger,
consolidation, reorganization or acquisition of assets is eliminated.
(d) The Fund's policy that it may not invest in interests in oil, gas or
other mineral exploration or development programs or leases is no longer a
fundamental policy.
2. The section of the Statement of Additional Information entitled "The Manager
and its Affiliates" is amended as follows:
(a) The first sentence of "The Investment Advisory Agreement" is replaced
with the following: "The Manager acts as investment adviser to the Fund
pursuant to the terms of an Investment Advisory Agreement dated May 27,
1997, as amended October 22, 1997, which replaced the Investment Advisory
Agreement dated as of November 22, 1995."
(b) The last sentence of the last paragraph of "The Investment Advisory
-19-
<PAGE>
Agreement" is replaced with the following: "The Manager has retained the
Sub- Adviser pursuant to a separate Subadvisory Agreement dated November
5, 1997 with respect to the Fund, which replaced the Subadvisory Agreement
dated as of November 22, 1995."
(c) The last sentence of the first paragraph of "The Subadvisory
Agreement" is replaced with the following: "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 February 28, 1997 and by the shareholders
of the Fund at a meeting held for that purpose on May 23, 1997."
(d) The following is added after the final paragraph of "The Subadvisory
Agreement":
"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. On November 4,
1997, PIMCO Advisors L.P. ("PIMCO Advisors"), a registered investment
adviser with $125 billion in assets under management through various
subsidiaries, acquired control of Oppenheimer Capital and the Sub-Adviser.
Value Advisors LLC, a limited liability company and a wholly-owned
subsidiary of PIMCO Advisors, holds a one-third managing general partner
interest in Oppenheimer Capital and a 1.0% general partner interest in the
Sub-Adviser. Oppenheimer Capital L.P., a Delaware limited partnership whose
units are traded on The New York Stock Exchange, owns the remaining
two-thirds interest in Oppenheimer Capital. PIMCO Partners G.P., general
partner of PIMCO Advisors, holds the sole general partner interest in
Oppenheimer Capital, L.P.
PIMCO Partners, G.P. ("PIMCO GP") owns approximately 42.83% and 66.37%,
respectively, of the total outstanding Class A and Class B units of limited
partnership interest ("Units") of PIMCO Advisors' sole general partner.
PIMCO GP is a California general partnership with two general partners. The
first of these is Pacific Investment Management Company, which is a
California corporation and is wholly-owned by Pacific Financial Asset
Management Company, a direct subsidiary of Pacific Life Insurance Company
("Pacific Life").
The managing general partner of PIMCO GP is PIMCO Partners L.L.C.
("PPLLC"), a California limited liability company. PPLLC's members are the
Managing Directors (the "PIMCO Managers") of Pacific Investment Management
Company, a subsidiary of PIMCO Advisors (the "PIMCO Subpartnership"). The
PIMCO Managers are: William H. Gross, Dean S. Meiling, James F. Muzzy,
William F. Podlich, III, Frank B. Rabinovitch, Brent R. Harris, John L.
Hague, William S. Thompson Jr., William C. Powers, David H. Edington,
Benjamin Trosky, William R. Benz, II and Lee R. Thomas, III.
-20-
<PAGE>
PIMCO Advisors is governed by an Operating Board and an Equity Board.
Because of its power to appoint (directly or indirectly ) seven of the
twelve members of the Operating Board, the PIMCO Subpartnership may be
deemed to control PIMCO Advisors. Because of direct or indirect power to
appoint 25% of the members of the Equity Board, (i) Pacific Life and (ii)
the PIMCO Managers and/or the PIMCO Subpartnership may each be deemed,
under applicable provisions of the investment Company Act, to control
PIMCO Advisors. Pacific Life, the PIMCO Subpartnership and the PIMCO
Managers disclaim such control."
November 10, 1997 PX0236.004
<PAGE>
OPPENHEIMER QUEST SMALL CAP VALUE FUND
Supplement dated November 10, 1997 to the
Prospectus dated February 26, 1997
The supplement dated May 1, 1997 to the Prospectus is replaced by
this supplement. The
Prospectus is amended as follows:
1. The first footnote under the "Shareholder Transaction Expenses" table on page
3 is replaced with the following:
(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 30) in Class A shares, you may have to pay a sales charge
of up to 1% if you sell your shares within 12 calendar months (18 months
for shares purchased prior to May 1, 1997) from the end of the calendar
month during which you purchased those shares. See "How to Buy Shares -
Buying Class A Shares", below.
2. Pursuant to shareholder approval received on May 27, 1997, the sections of
the Prospectus entitled "Investment Objective and Policies," and "Investment
Techniques and Strategies" are
revised as follows:
(1) The Fund's investment objective on page 11 is restated as "The Fund
seeks capital appreciation."
(2) The Fund's investment policies listed under the caption "Investment
Policies and Strategies" on page 11 are no longer fundamental policies.
(3) The Fund's policy on illiquid securities discussed on pages 15 and 17
is changed to increase the amount of the Fund's assets that may be
invested in such securities from 10% of its total assets to 15% of its net
assets.
Continued
-21-
<PAGE>
(4) The Fund's policy on borrowing on page 17 is changed to increase the
amount the Fund may borrow from 10% of its total assets to 33-1/3% of its
total assets.
(5) The Fund's policy that it may not invest more than 5% of its total
assets in securities of issuers having a record, together with
predecessors, of less than three years continuous operation on page 17 is
no longer a fundamental policy.
3. The section of the Prospectus captioned "The Sub-Adviser" set forth under
"How the Fund is Managed" on page 18 is hereby revised to read as follows:
Continued
-22-
<PAGE>
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.
On November 4, 1997, PIMCO Advisors L.P. ("PIMCO Advisors"), a registered
investment adviser with $125 billion in assets under management through
various subsidiaries, acquired control of Oppenheimer Capital and the
Sub-Adviser. On November 5, 1997, a new sub-advisory agreement between the
Sub-Adviser and the Manager, on terms identical to the prior sub-advisory
agreement, became effective. The new sub-advisory agreement had been
approved by shareholders of the Fund on May 27, 1997. Value Advisors LLC,
a limited liability company and a wholly-owned subsidiary of PIMCO
Advisors, holds a one-third managing general partner interest in
Oppenheimer Capital and a 1.0% general partner interest in the
Sub-Adviser. Oppenheimer Capital L.P., a Delaware limited partnership
whose units are traded on The New York Stock Exchange, owns the remaining
two-thirds interest in Oppenheimer Capital. PIMCO Partners G.P., general
partner of PIMCO Advisors, holds the sole general partner interest in
Oppenheimer Capital, L.P.
4. The second sentence in "Class A Shares" under "Classes of Shares" on page 25
is replaced by the following:
If you purchase Class A shares as part of an investment of at least $1
million ($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if you
sell any of those shares within 12 months of buying them (18 months if the
shares were purchased prior to May 1, 1997), you may pay a contingent
deferred sales charge.
5. The following sentence is added to the end of "Which Class of Shares Should
You Choose? - How Does It Affect Payments To My Broker?" on page 27:
The Distributor may pay additional periodic compensation from its own
resources to securities dealers or financial institutions based upon the
value of shares of the Fund owned by the dealer or financial institution
for its own account or for its customers.
6. The first sentence in the second paragraph of "Buying Class A Shares - Class
A Contingent Deferred Sales Charge" on page 30 is replaced by the following:
The Distributor pays dealers of record commission on those
purchases in an
Continued
-23-
<PAGE>
amount equal to (i) 1.0% for non-Retirement Plan accounts, and (ii) for
Retirement Plan accounts, 1.0% of the first $2.5 million, plus 0.50% of
the next $2.5 million, plus 0.25% of purchases over $5 million, calculated
on a calendar year basis.
7. In the third paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 30, the first sentence is replaced by the
following:
If you redeem any of those shares purchased prior to May 1, 1997, within
18 months of the end of the calendar month of their purchase, a contingent
deferred sales charge (called the "Class A contingent deferred sales
charge") may be deducted from the redemption proceeds. A Class A
contingent deferred sales charge may be deducted from the redemption
proceeds of any of those shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end of the calendar month of their
purchase.
8. The third sentence of the second paragraph of "Reduced Sales Charges for
Class A Share Purchases - Right of Accumulation" on page 31 is replaced by the
following:
The Distributor will add the value, at current offering price, of the
shares you previously purchased and currently own to the value of current
purchases to determine the sales charge rate that applies.
9. The third sub-paragraph in "Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 34 is replaced by the following:
o if, at the time of purchase of shares (prior to May 1, 1997) the
dealer agreed in writing to accept the dealer's portion of the sales
commission in installments of 1/18th of the commission per month (and no
further commission will be payable if the shares are redeemed within 18
months of purchase);
o if, at the time of purchase of shares (on or after May 1, 1997)
the dealer agrees in writing to accept the dealer's portion of the sales
commission in installments of 1/12th of the commission per month (and no
further commission will be payable if the shares are redeemed within 12
months of purchase);
10. The following sub-paragraphs are added at the end of "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page 34:
o for distributions from Retirement Plans having 500 or more
eligible participants, except distributions due to termination of all of
the Oppenheimer funds as an investment option under the Plan; and
Continued
-24-
<PAGE>
o for distributions from 401(k) plans sponsored by broker-dealers
that have entered into a special agreement with the Distributor allowing
this waiver.
11. The following sentence is added to the end of the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 37:
If a dealer has a special agreement with the Distributor, the Distributor
will pay the Class B service fee and the asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the time of purchase.
12. The following is added as a new penultimate sentence to the sixth paragraph
of "Distribution and Service Plans for Class B and Class C shares" on page 37:
If a dealer has a special agreement with the Distributor, the Distributor
shall pay the Class C service fee and asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the
time of purchase.
13. The introductory phrase in the sixth sub-paragraph of "Waivers for
Redemptions in Certain Cases" in "Waivers of Class B and Class C Sales Charges"
on page 38 is replaced with the following and a new sub-section (6) is added as
follows:
o distributions from OppenheimerFunds prototype 401(k) plans and
from certain Massachusetts Mutual Life Insurance Company prototype
401(k) plans ...
or (6) for loans to participants or beneficiaries.
14. The following sub-paragraph is added at the end of "Waivers for Redemptions
in Certain Cases" in "Waivers of Class B and Class C Sales Charges" on page 38:
o Distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special agreement with the Distributor allowing this
waiver.
15. The section captioned "Special Investor Services" is revised by adding the
following after the sub-section captioned "PhoneLink" on page 39:
Shareholder Transactions by Fax. Requests for certain account transactions
may be sent to the Transfer Agent by fax (telecopier). Please call
1-800-525- 7048 for information about which transactions are included.
Transaction requests submitted by fax are subject to the same rules and
restrictions as written and telephone requests described in this
Prospectus.
November 10, 1997 PS0251.010
-25-
<PAGE>
<PAGE>
OPPENHEIMER QUEST SMALL CAP VALUE FUND
Supplement dated November 10, 1997 to the Statement of
Additional Information dated February 26, 1997
1. The supplement dated May 1, 1997 to the Statement of Additional Information
is replaced by this supplement. The Statement of Additional Information is
amended as follows:
The section of the Statement of Additional Information entitled "Other
Investment Restrictions" starting on page 13 is revised by this supplement to
reflect that on May 27, 1997, the shareholders
of the Fund approved the following changes:
The following policies are no longer fundamental policies:
(a) The Fund's policy that it may not 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 short sales "against-the-box".
(b) The Fund's policy that it may not invest in interests in oil, gas or
other mineral exploration or development programs or leases.
(c) The Fund's policy that it may not invest more than 5% of its total
assets (determined at the time of investment) in warrants or invest than
more 2% of its total assets invested in warrants not listed on the New
York or American Stock Exchange.
The following fundamental policies are revised or eliminated as indicated:
(d) The fundamental policy that prohibits the Fund from investing in
physical commodities or physical commodity contracts or speculate in
financial commodity contracts, but permits the Fund to purchase and sell
financial futures contracts and options on such futures contract
exclusively for hedging or other non-speculative purposes is replaced by
the following fundamental policy: "The Fund cannot invest in physical
commodities or physical commodity contracts; however, the Fund may: (i)
buy and sell hedging instruments to the extent specified in its Prospectus
from time to time, and (ii) buy and sell options, futures, securities or
other instruments backed by, or the investment return from which is linked
to changes in the price of, physical commodities."
(e) The Fund's policy that prevents the Fund from investing in securities
of other investment companies except in connection with a merger,
consolidation, reorganization or acquisition of assets is eliminated.
2. The section of the Statement of Additional Information entitled "The Manager
and its Affiliates" starting on page 19 is amended as follows:
(a) The first sentence of "The Investment Advisory Agreement" on page 19
is replaced with the following: "The Manager acts as investment adviser to
the Fund pursuant to the terms of an Investment Advisory Agreement dated
May 27, 1997, as amended on October 22, 1997, which replaced the
Investment Advisory Agreement dated as of November 22, 1995."
(b) The last sentence of the last paragraph of "The Investment Advisory
Agreement" on page 21 is replaced with the following: "The Manager has
retained the Sub-Adviser pursuant to a separate Subadvisory Agreement
dated November
-26-
<PAGE>
5, 1997 with respect to the Fund, which replaced the Subadvisory Agreement
dated as of November 22, 1995."
(c) The last sentence of the first paragraph of "The Subadvisory
Agreement" on page 21 is replaced with the following: "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 February 28, 1997 and by the shareholders
of the Fund at a meeting held for that purpose on May 27, 1997."
(d) The following is added after the final paragraph of "The Subadvisory
Agreement":
"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. On November 4,
1997, PIMCO Advisors L.P. ("PIMCO Advisors"), a registered investment
adviser with $125 billion in assets under management through various
subsidiaries, acquired control of Oppenheimer Capital and the Sub-Adviser.
Value Advisors LLC, a limited liability company and a wholly-owned
subsidiary of PIMCO Advisors, holds a one-third managing general partner
interest in Oppenheimer Capital and a 1.0% general partner interest in the
Sub-Adviser. Oppenheimer Capital L.P., a Delaware limited partnership whose
units are traded on The New York Stock Exchange, owns the remaining
two-thirds interest in Oppenheimer Capital. PIMCO Partners G.P., general
partner of PIMCO Advisors, holds the sole general partner interest in
Oppenheimer Capital, L.P.
PIMCO Partners, G.P. ("PIMCO GP") owns approximately 42.83% and 66.37%,
respectively, of the total outstanding Class A and Class B units of limited
partnership interest ("Units") of PIMCO Advisors' sole general partner.
PIMCO GP is a California general partnership with two general partners. The
first of these is Pacific Investment Management Company, which is a
California corporation and is wholly-owned by Pacific Financial Asset
Management Company, a direct subsidiary of Pacific Life Insurance Company
("Pacific Life").
The managing general partner of PIMCO GP is PIMCO Partners L.L.C.
("PPLLC"), a California limited liability company. PPLLC's members are the
Managing Directors (the "PIMCO Managers") of Pacific Investment Management
Company, a subsidiary of PIMCO Advisors (the "PIMCO Subpartnership"). The
PIMCO Managers are: William H. Gross, Dean S. Meiling, James F. Muzzy,
William F. Podlich, III, Frank B. Rabinovitch, Brent R. Harris, John L.
Hague, William S. Thompson Jr., William C. Powers, David H. Edington,
Benjamin Trosky, William R. Benz, II and Lee R. Thomas, III.
PIMCO Advisors is governed by an Operating Board and an Equity Board.
Because of its power to appoint (directly or indirectly ) seven of the
twelve members of the Operating Board, the PIMCO Subpartnership may be
deemed to control PIMCO Advisors. Because of direct or indirect power to
appoint 25% of the members of the Equity Board, (i) Pacific Life and (ii)
the PIMCO Managers and/or the PIMCO Subpartnership may each be deemed,
under applicable provisions of the investment Company Act, to control
PIMCO Advisors. Pacific Life, the PIMCO Subpartnership and the PIMCO
Managers disclaim such control."
November 10, 1997 PX0251.005
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