SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/ X /Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OPPENHEIMER QUEST SMALL CAP VALUE FUND
- - ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
OPPENHEIMER QUEST SMALL CAP VALUE FUND
- - ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):n/a
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee Computed on table below per Exchange Act Rules 14a
-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: 1
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form
or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
- - --------------------
1 - Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE>
DRAFT #2
PRELIMINARY COPY
OPPENHEIMER QUEST SMALL CAP VALUE FUND
Two World Trade Center, New York, New York 10048-0203
Notice Of Meeting Of Shareholders To Be Held
April 30, 1997
To The Shareholders of Oppenheimer Quest Small Cap Value Fund:
Notice is hereby given that a Meeting of the Shareholders of
Oppenheimer Quest Small Cap Value Fund (the "Fund"), a series of
Oppenheimer Quest For Value Funds (the "Trust"), will be held at
6803 South Tucson Way, Englewood, Colorado, 80112, at 10:00 A.M.,
Denver time, on April 30, 1997, or any adjournments thereof, for
the following purposes:
To be voted on by holders of:
Class A Class B Class
C
Shares Shares Shares
X X X (a) To ratify the selection of Price
Waterhouse LLP as the independent
certified public accountants and auditors
of the Fund for the fiscal year beginning
November 1, 1996 (Proposal No. 1);
X X X (b) To approve changes to certain of the
Fund's fundamental investment policies
(Proposal No. 2);
X X X (c) To approve an Investment Advisory
Agreement between the Fund and
OppenheimerFunds, Inc. (the "Manager")
(Proposal No. 3);
X X X (d) To approve a Subadvisory Agreement
between the Manager and OpCap Advisors
(Proposal No. 4);
X X X (e) To approve the Fund's 12b-1
Distribution and Service Plans (Proposal
No. 5, Proposal No. 6 and Proposal No.
7)(only shareholders of Class A, Class B
and Class C shares vote on Proposal No.
5, Proposal No. 6 and Proposal No. 7,
respectively); and
X X X (f) To transact such other business as
may properly come before the Meeting, or
any adjournments thereof.
<PAGE>
Shareholders of record at the close of business on March 14, 1997,
are entitled to vote at the Meeting. The Proposals are more fully
discussed in the Proxy Statement. Please read it carefully before
telling us, through your proxy or in person, how you wish your
shares to be voted. The Board of Trustees of the Trust recommends
a vote and in favor of each Proposal. WE URGE YOU TO MARK, SIGN,
DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
April __, 1997
_________________________________________________________________
___________
Shareholders who do not expect to attend the Meeting are asked to
indicate voting instructions on the enclosed proxy and to date,
sign and return it in the accompanying postage-paid envelope. To
avoid unnecessary duplicate mailings, we ask your cooperation in
promptly mailing your proxy no matter how large or small your
holdings may be.
251<PAGE>
OPPENHEIMER QUEST SMALL CAP VALUE FUND
Two World Trade Center, New York, New York 10048-0203
PROXY STATEMENT
Meeting of Shareholders
To Be Held April 30, 1997
This Proxy Statement is being furnished to the shareholders of
Oppenheimer Quest Small Cap Value Fund (the "Fund"), a series of
Oppenheimer Quest For Value Funds (the "Trust"), in connection with
the solicitation by the Board of Trustees of the Trust (the "Board
of Trustees") of proxies to be used at a meeting (the "Meeting") of
shareholders of the Fund to be held at 6803 South Tucson Way,
Englewood, Colorado, 80112, at 10:00 A.M., Denver time, on April
30, 1997, or any adjournments thereof. It is expected that the
mailing of this Proxy Statement will be made on or about March 31,
1997. For a free copy of the Fund's annual report for its most
recent fiscal year ended October 31, 1996, call OppenheimerFunds
Services, the Fund's transfer agent, at 1-800-525-7048.
The enclosed proxy, if properly executed and returned, will be
voted (or counted as an abstention or withheld from voting) in
accordance with the choices specified thereon, and will be included
in determining whether there is a quorum to conduct the Meeting.
If a shareholder executes and returns a proxy but fails to indicate
how the votes should be cast, the proxy will be voted in favor of
each Proposal.
Shares owned of record by broker-dealers for the benefit of their
customers ("street account shares") will be voted by the broker-
dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted
under applicable stock exchange rules) as record holder vote such
shares on the Proposals in the same proportion as that broker-
dealer votes street account shares for which voting instructions
were received in time to be voted. A "broker non-vote" is deemed to
exist when a proxy received from a broker indicates that the broker
does not have discretionary authority to vote the shares on that
matter. Abstentions and "broker non-votes" will be counted as
present for purposes of determining a quorum and will have the same
effect as a vote against the Proposal.
The proxy may be revoked at any time prior to the voting by: (1)
writing to the Secretary of the Fund at Two World Trade Center, New
York, New York, 10048-0203; (2) attending the Meeting and voting in
person; or (3) signing and returning a new proxy (if returned and
received in time to be voted).
In the event a quorum does not exist as to one or more classes of
shares of the Fund on the date originally scheduled for the Meeting
or, subject to approval of the Board of Trustees, for other
reasons, one or more adjournments of the Meeting may be sought by
the Board of Trustees. Any adjournment would require a vote in
favor of the adjournment by the holders of a majority of the shares
present at the Meeting (or any adjournment thereof) in person or by
proxy. The persons named as proxies will vote all shares
represented by proxies which they are required to vote in favor of
the Proposal, in favor of adjournment, and will vote all shares
which they are required to vote against the Proposal, against an
adjournment.
The expenses of the Meeting relating to the approval of the
Subadvisory Agreement between the Fund's investment adviser,
OppenheimerFunds, Inc. (the "Manager"), and the Fund's sub-adviser
OpCap Advisors (the "Sub-Adviser"), will be borne by the Sub-
Adviser. The remainder of the expenses of the Meeting will be
paid by the Fund. Expenses of the Meeting are expected to include:
the cost of printing and distributing these proxy materials; the
solicitation of proxies by mail and by officers or employees of the
Fund's transfer agent, personally or by telephone or telegraph; and
any requirement that brokers, banks and other fiduciaries forward
soliciting material to their principals and obtain authorization
for the execution of proxies. The Fund may retain a proxy
solicitor to assist in the solicitation of proxies primarily by
contacting shareholders by telephone and telecopy for a fee plus
reasonable out-of-pocket expenses. The cost of such proxy
solicitor will be deemed an expense of the Meeting.
Shareholders may be called to ask if they would be willing to have
their votes recorded by telephone. The telephone voting procedure
is designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of their shares in accordance
with their instructions and to confirm that their instructions have
been recorded properly. The Fund has been advised by counsel that
these procedures are consistent with the requirements of applicable
law. Shareholders voting by telephone would be asked for their
social security number or other identifying information and would
be given an opportunity to authorize proxies to vote their shares
in accordance with their instructions. To ensure that the
shareholders' instructions have been recorded correctly they will
receive a confirmation of their instructions in the mail. A
special toll-free number will be available in case the information
contained in the confirmation is incorrect. Although a
shareholder's vote may be taken by telephone, each shareholder will
receive a copy of this Proxy Statement and may vote by mail using
the enclosed proxy card.
Shares Outstanding and Entitled to Vote. The Board of Trustees has
fixed the close of business on March 14, 1997 as the record date
(the "Record Date") for the determination of shareholders entitled
to notice of, and to vote at, the Meeting. On the Record Date,
there were ______________ shares of the Fund issued and
outstanding, consisting of ______________ Class A shares,
___________ Class B shares _____________ and Class C shares. Each
Class A, Class B and Class C share of the Fund has voting rights as
stated in this Proxy Statement and is entitled to one vote for each
share (and a fractional vote for a fractional share) held of record
on the Record Date. On the Record Date, the only entity owning of
record or known by management of the Fund to be the beneficial
owner of 5% or more of the outstanding shares of any class of the
Fund's shares was: __________________________.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act of 1940, as amended (the "Investment
Company Act") requires that independent certified public
accountants and auditors ("auditors") be selected annually by the
Board of Trustees and that such selection be ratified by the
shareholders at the next-convened annual meeting of the Fund, if
one is held. The Board of Trustees, including a majority of the
Trustees who are not "interested persons" (as defined in the
Investment Company Act) of the Trust, at a meeting held on November
5, 1996, selected Price Waterhouse LLP ("Price Waterhouse") as
auditors of the Fund for the fiscal period beginning November 1,
1996. Price Waterhouse also serves as auditors for certain other
funds for which the Manager acts as investment adviser. At the
Meeting, a resolution will be presented for the shareholders' vote
to ratify the selection of Price Waterhouse as auditors.
Representatives of Price Waterhouse are not expected to be present
at the Meeting but will have the opportunity to make a statement if
they desire to do so and will be available should any matter arise
requiring their presence. THE TRUSTEES, INCLUDING THE TRUSTEES WHO
ARE NOT INTERESTED PERSONS OF THE TRUST, UNANIMOUSLY RECOMMEND THAT
THE SHAREHOLDERS OF THE FUND VOTE TO APPROVE THE SELECTION OF PRICE
WATERHOUSE AS AUDITORS OF THE FUND.
APPROVAL OF CHANGES TO CERTAIN OF THE
FUND'S FUNDAMENTAL INVESTMENT POLICIES
(Proposal No. 2)
The Fund has an investment objective and certain investment
policies that are fundamental and are therefore changeable only by
the vote of a "majority" (as defined in the Investment Company Act)
of the outstanding voting securities of the Fund. It is proposed
that the Fund's investment objective be revised to more accurately
reflect the Fund's actual objective. The investment objective, as
revised, will remain a fundamental policy. With respect to the
fundamental investment policies set forth below, the Manager
proposes that certain be considered non-fundamental and others be
revised or eliminated, all as discussed below.
A vote in favor of this Proposal shall be a vote in favor of all
proposed changes described in this Proposal. If approved, the
effective date of this Proposal may be delayed until the Fund's
Prospectus or Statement of Additional Information is updated to
reflect these changes. If shareholders do not approve this
Proposal, the proposed changes with respect to the Fund's
investment objective and the investment policies described below
will not be implemented at this time. The Board of Trustees,
including a majority of the Trustees who are not "interested
persons" of the Trust, at a meeting held on February 4, 1997,
determined that the proposed changes described below are
appropriate and recommends approval by the Fund's shareholders.
Change to the Fund's Investment Objective. As a matter of
fundamental policy, the Fund seeks as its investment objective
"capital appreciation through investments in a diversified
portfolio which under normal circumstances will have at least 65%
of its assets invested in equity securities of companies with
market capitalizations of under $1 billion. In actuality,
"capital appreciation" is the Fund's investment objective. The
balance of the current investment objective that refers to
"investments in a diversified portfolio . . ." relates to the
investment policies and strategies used by the Fund in seeking that
objective. In order to more accurately reflect the Fund's actual
investment objective, the Fund proposes to revise its investment
objective to define it as that of seeking "capital appreciation".
The revised investment objective would remain a fundamental policy.
It is the intention of the Fund to continue to invest in a
diversified portfolio which under normal circumstances will have at
least 65% of its assets invested in equity securities of companies
with market capitalizations of under $1 billion.
Change of Fundamental Investment Policies to Non-Fundamental
Investment Policies. With respect to the following fundamental
investment policies, the Manager proposes that each investment
policy be considered non-fundamental. In addition, it is proposed
that the investment policy relating to investment in illiquid and
restricted securities be revised, as discussed below. The reason
for making the investment policies non-fundamental is to provide
the Fund with the ability to modify or eliminate these policies at
a later date to respond to changes in regulatory restrictions or
changes in the markets and market conditions without the delay and
expense of seeking shareholder approval. Changes to non-
fundamental investment policies only require approval of the Board
of Trustees.
Investments. The Fund's investment approach will attempt
to identify securities of companies the Sub-Adviser believes have
favorable stock prices in relation to their book values and/or
sales, and securities of companies which have limited operating
leverage and/or limited financial leverage. Operating leverage
generally refers to a company's sensitivity to changes in the
general economy. Financial leverage generally refers to a
company's ratio of debt to assets, or cost of debt service to
income.
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"). The Fund does not intend to invest in debt
securities that are in default. For temporary defensive purposes,
the Fund may invest up to 100% of its assets in money market
instruments.
Illiquid Securities. Currently, the Fund may not invest
more than 10% of its total assets in illiquid securities. Certain
restricted securities eligible for resale to qualified
institutional purchasers are not subject to that limit. The
foregoing investment policy is a fundamental policy. As noted
above, it is being proposed that this investment policy be
considered non-fundamental.
Shareholders are also being asked to approve a change to this
investment policy increasing the amount of the Fund's assets that
may be invested in such illiquid securities from 10% of total
assets to 15% of the Fund's net assets. As revised, the new non-
fundamental investment policy would read as follows: "The Fund may
not invest more than 15% of its net assets in illiquid securities.
Certain restricted securities eligible for resale to qualified
institutional purchasers are not subject to that limit.
Unseasoned Issuers. Currently, the Fund 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. As noted above, it is being proposed that
this restriction be considered non-fundamental.
Margin Purchases and Short Sales. Currently, the Fund 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 (collateral arrangements in connection with
transactions in futures and options are not deemed to be margin
transactions)". As noted above, it is being proposed that this
restriction be considered non-fundamental.
Investment in Certain Mineral Leases. Currently, the Fund
may not invest in interests in oil, gas or other mineral
exploration or development programs or leases. As noted above, it
is being proposed that this restriction be considered non-
fundamental.
Warrants. Currently the Fund may not 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. As noted
above, it is being proposed that this restriction be considered
non-fundamental.
Revisions to Fundamental Investment Policies. The Fund currently
has fundamental investment policies with respect to borrowing,
investment in commodities and investment in other investment
companies. The Manager proposes that these investment policies be
revised or eliminated for the reasons described below. As revised,
the investment policies relating to borrowing and investment in
commodities would remain fundamental investment policies changeable
only by the vote of a "majority" (as defined in the Investment
Company Act) of the outstanding voting securities of the Fund; the
investment policy relating to investment in other investment
companies would be eliminated.
Borrowing. Currently, the Fund may not borrow money in
excess of 10% of the value of the Fund's total assets and may
borrow only from banks and only as a temporary measure for
extraordinary or emergency purposes, and will make no additional
investments while such borrowings exceed 5% of the Fund's total
assets. With respect to this fundamental policy, the Fund can only
borrow if it maintains a 300% ratio of assets to borrowings at all
times in the manner set for the Investment Company Act.
Shareholders are being asked to approve a change to this investment
policy increasing the amount of borrowing permitted by the Fund
from 10% to 33-1/3% of the value of the Fund's total assets. This
change would be consistent with the limitation on borrowings of
open-end investment companies set forth in the Investment Company
Act. As revised, the new fundamental investment policy would read
as follows: "The Fund cannot borrow money in excess of 33-1/3% of
the value of the Fund's total assets; the Fund may borrow only from
banks and only as a temporary measure for extraordinary or
emergency purposes and will make no additional investment while
such borrowings exceed 5% of the Fund's total assets. With respect
to this fundamental policy, the Fund can only borrow if it
maintains a 300% ratio of assets to borrowings at all times in the
manner set for the in the Investment Company Act."
Commodities. Currently, the Fund may not 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 contract exclusively for hedging and other non-speculative
purposes to the extent specified in its Prospectus. This policy
prohibits the Fund from trading in physical commodities, and the
Fund does not seek permission to trade physical commodities.
However, this investment policy could be read to prohibit the Fund
from buying or selling options, futures, securities or other
instruments backed by, or the investment return from which is
linked to changes in the price of, physical commodities, including
"commodity-linked" notes. Although the Fund does not currently
invest in options, futures, securities or other instruments backed
by, or the investment return from which is linked to changes in the
price of, physical commodities, including "commodity-linked"
notes, the Manager proposes that this investment policy be revised
to resolve any ambiguity as to whether the Fund may invest in those
instruments in the future. As revised, the new fundamental
investment policy would read as follows: "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."
Investments in Other Investment Companies. Currently, the
Fund may not invest in securities of other investment companies
except in connection with a merger, consolidation, reorganization
or acquisition of assets. The Manager proposes that this
fundamental policy be eliminated. Until the recent enactment of
the National Securities Markets Improvement Act of 1996 (the
"Securities Markets Improvement Act"), the ability of investment
companies to invest in other investment companies had been
significantly limited. With the passage of the Securities Markets
Improvement Act the ability to invest in other investment companies
has been greatly expanded and the Securities and Exchange
Commission has been granted broad exemptive authority to permit
other arrangements. Accordingly, the elimination of this
fundamental restriction will allow the fund to purchase securities
of other investment companies to the extent permitted by law and
exemptions subject to the approval by the Board of Trustees. This
change would also permit the Fund, subject to approval by the Board
of Trustees, to adopt a "master-feeder" or a "fund of funds"
structure. The Board of Trustees does not presently expect to
convert to a "master-feeder" or a "fund of funds" structure or to
engage in significant purchases of shares of other investment
companies. To do either would require approval of the Fund's Board
and, to the extent necessary, an update of the Fund's Prospectus
and Statement of Additional Information.
Vote Required. An affirmative vote of the holders of a "majority"
(as defined in the Investment Company Act) of all outstanding
voting securities of the Fund is required for approval of this
Proposal; the classes do not vote separately. The requirement for
such "majority" is defined in the Investment Company Act as the
vote of the holders of the lesser of: (i) 67% or more of the voting
securities present or represented by proxy at the shareholders
meeting, if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy; or (ii) more than
50% of the outstanding voting securities. THE TRUSTEES, INCLUDING
THE TRUSTEES WHO ARE NOT INTERESTED PERSONS OF THE TRUST,
UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE FUND VOTE TO
APPROVE CHANGES TO CERTAIN OF THE FUND'S FUNDAMENTAL INVESTMENT
POLICIES.
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(Proposal No. 3)
The Fund has an Investment Advisory Agreement dated November 22,
1995 with the Manager (the "Agreement") which was initially
approved by the Board of Trustees, including a majority of the
Trustees who are not "interested persons" (as defined in the
Investment Company Act) (the "Independent Trustees") of the Fund or
its investment adviser, on June 22, 1995 and again approved on
November 28, 1995. The Agreement was approved by shareholders of
the Fund at a meeting held on November 3, 1995. At a meeting held
February 4, 1997, the Board of Trustees, including a majority of
the Independent Trustees, renewed the Agreement (the "Proposed
Agreement"). The Proposed Agreement is identical to the Agreement
except for its effective date and certain non-material changes. A
copy of the Proposed Agreement is included in this Proxy Statement
as Exhibit A. If approved by the shareholders at the Meeting, the
Proposed Agreement will continue in effect for a period of two
years, and thereafter from year to year unless terminated, but only
so long as such continuance is approved in accordance with the
Investment Company Act.
Under the Proposed Agreement, the Manager acts as the investment
adviser for the Fund and supervises the investment program of the
Fund. The management fee payable monthly under the Proposed
Agreement to the Manager is computed on the average net assets of
the Fund as of the close of business each day at the following
annual rates: 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 in excess of $800 million. During 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 $1,467,707 in management fees under the
Agreement and paid or accrued accounting service fees to the
Manager in the amount of $51,634. The Manager also acts as
investment adviser to other funds that have similar or comparable
investment objectives. A list of those funds and the net assets
and advisory fee rates paid by those funds is contained in Exhibit
B to this Proxy Statement.
The Proposed Agreement requires the Manager, at its expense, to
provide the Fund with adequate office space, facilities and
equipment as well as to provide, and supervise the activities of,
all administrative and clerical personnel required to provide
effective administration for the Fund, including the compilation
and maintenance of records with respect to its operations, the
preparation and filing of specified reports, and composition of
proxy materials and registration statements for continuous public
sale of shares of the Fund. Expenses not expressly assumed by the
Manager under the Proposed Agreement or by the distributor of the
Fund's shares are paid by the Fund. The administrative services to
be provided by the Manager under the Proposed Agreement will be at
its own expense, except that the Fund will pay the Manager an
annual fee for calculating the Fund's daily net asset value at an
annual rate of $55,000, plus reimbursement for out-of-pocket
expenses. The Proposed Agreement lists examples of expenses paid
by the Fund, the major categories of which relate to interest,
taxes, brokerage commissions, fees to certain Trustees, legal and
audit expenses, custodian and transfer agent expenses, share
certificate issuance costs, certain printing and registration
costs, and non-recurring expenses, including litigation.
The Proposed Agreement contains no expense limitation. However,
because of state regulations limiting fund expenses that previously
applied, the Manager had 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) would not exceed the most
stringent state regulatory limitation applicable to the Fund. Due
to changes in federal securities laws, such state regulations no
longer apply and the Manager s undertaking is therefore
inapplicable and has been withdrawn. During the Fund s last fiscal
year, the Fund s expenses did not exceed the most stringent state
regulatory limit and the voluntary undertaking was not invoked.
The Proposed Agreement provides that in the absence of willful
misfeasance, bad faith or gross negligence in the performance of
its duties or reckless disregard of its obligations under the
Proposed Agreement, the Manager is not liable for any loss
sustained by reason of good faith errors or omissions on its part
with respect to any of its duties thereunder. The Proposed
Agreement permits the Manager to act as investment adviser for any
other person, firm or corporation and to use the name "Oppenheimer"
and "Quest For Value" in connection with other investment companies
for which it may act as investment adviser. If the Manager shall
no longer act as investment adviser to the Fund, the right of the
Fund to use the name "Oppenheimer" and "Quest For Value" as part of
its name may be withdrawn. The Proposed 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 Fund provided that the Fund
is not required to pay any additional fees for such services. The
Manager has retained OpCap Advisors (the "Sub-Adviser") as sub-
adviser to the Fund pursuant to a separate Subadvisory Agreement
dated as of November 22, 1995 (the "Subadvisory Agreement"). For
providing day-to-day portfolio management of the Fund under the
Subadvisory Agreement the Manager (not the Fund) 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 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 net assets of the Fund that exceed the
Base Amount.
Brokerage Provisions of the Proposed Agreement. The Proposed
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 the Board of Trustees and
the provisions of the Proposed Agreement.
The Proposed 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 of Trustees was
reasonable in relation to the benefits to the Fund. The Proposed
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 Board of Trustees 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 on behalf of the Manager. Soft dollar arrangements
for services may be entered into in order to facilitate an
improvement in performance in respect of the Sub-Adviser's service
to the Manager with respect to the Fund. Pursuant to these
arrangements, the Sub-Adviser will undertake to place brokerage
business with broker-dealers who pay third parties that provide
these services. Any such soft dollar arrangements will be made in
accordance with policies adopted by the Manager and the Board of
the Fund and in compliance with Section 28(e) of the Securities
Exchange Act of 1934, as amended.
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 activities of the Distributor (defined below) 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"), currently an affiliate of the Sub-Adviser,
acting as principal for its own account.
The Sub-Adviser currently serves as sub-adviser to six other
Oppenheimer Quest funds and 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 Manager, the Sub-Adviser, the Distributor and the Transfer
Agent. Subject to the authority of the Board of Trustees, the
Manager supervises the Fund's investment program and handles its
day-to-day business pursuant to the Proposed Agreement. The Sub-
Adviser provides day-to-day portfolio management of the Fund
pursuant to the Subadvisory Agreement. OppenheimerFunds
Distributor, Inc., a wholly-owned subsidiary of the Manager, is the
general distributor (the "Distributor") of the Fund's shares.
OppenheimerFunds Services, a division of the Manager, serves as the
transfer and shareholder servicing agent for the Fund for an annual
per account fee, for which it was paid $__________ by the Fund
during its fiscal period ended October 31, 1996.
The Manager (including a subsidiary) currently manages investment
companies, including other Oppenheimer funds, with assets of more
than $62 billion as of December 31, 1996, and with more than 3
million shareholder accounts. The Manager is a wholly-owned
subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a holding
company controlled by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Manager, the Distributor and OAC are located
at Two World Trade Center, New York, New York 10048. MassMutual is
located at 1295 State Street, Springfield, Massachusetts 01111.
OAC acquired the Manager on October 22, 1990. As indicated below,
the common stock of OAC is owned by (i) certain officers and/or
directors of the Manager, (ii) MassMutual and (iii) another
investor. No institution or person holds 5% or more of OAC's
outstanding common stock except MassMutual. MassMutual has engaged
in the life insurance business since 1851.
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
one-third interest in Oppenheimer Capital and 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 two-thirds interest.
On February 13, 1997, PIMCO Advisors L.P., a registered investment
adviser with $110 billion in assets under management through
various subsidiaries, signed a definitive agreement with
Oppenheimer Group, Inc. and its subsidiary Oppenheimer Financial
Corp. for PIMCO Advisors L.P. and its affiliate, Thomson Advisory
Group, Inc., to acquire the one-third managing general partner
interest in Oppenheimer Capital and the 1.0% general partner
interest in Oppenheimer Capital, L.P. The completion of the
transaction is subject to certain client, lender, Internal Revenue
Service and other approvals.
The common stock of OAC is divided into three classes. At December
31, 1996, MassMutual held (i) all of the 2,160,000 shares of Class
A voting stock, (ii) 716,943 shares of Class B voting stock, and
(iii) 1,353,873 shares of Class C non-voting stock. This
collectively represented 86.2% of the outstanding common stock and
94.2% of the voting power of OAC as of that date. Certain officers
and/or directors of the Manager held (i) 407,866 shares of the
Class B voting stock, representing 8.3% of the outstanding common
stock and 4.1% of the voting power, and (ii) options acquired
without cash payment which, when they become exercisable, allow the
holders to purchase up to 684,407 shares of Class C non-voting
stock. That group includes persons who serve as officers of the
Trust, and Ms. Macaskill, who serves as a Trustee of the Trust.
Holders of OAC Class B and Class C common stock may put (sell)
their shares and vested options to OAC or MassMutual at a formula
price (based on earnings of the Manager). MassMutual may exercise
call (purchase) options on all outstanding shares of both such
classes of common stock and vested options at the same formula
price. From the period September 1, 1994 to December 31, 1996, Ms.
Macaskill surrendered to OAC 20,000 stock appreciation rights
issued in tandem with the Class C OAC options, for cash payments
aggregating $1,421,800.
The names and principal occupations of the executive officers and
directors of the Manager are as follows: Bridget A. Macaskill,
President, Chief Executive Officer and a director; Donald W. Spiro,
Chairman Emeritus and a director; Robert G. Galli and James C.
Swain, Vice Chairmen; Robert C. Doll, Executive Vice President and
a director; Andrew J. Donohue, Executive Vice President, General
Counsel and a director; O. Leonard Darling, Paula Gabriele, Barbara
Hennigar, Tilghman G. Pitts, III, James Ruff, Loretta McCarthy and
Nancy Sperte, Executive Vice Presidents; George C. Bowen, Senior
Vice President and Treasurer; Peter M. Antos, Victor Babin, Robert
A. Densen, Ronald H. Fielding, Robert E. Patterson, Richard
Rubinstein, Arthur Steinmetz, Ralph Stellmacher, John Stoma, Jerry
A. Webman, William L. Wilby and Robert G. Zack, Senior Vice
Presidents. These officers are located at one of the four offices
of the Manager: Two World Trade Center, New York, NY 10048; 6803
South Tucson Way, Englewood, CO 80112; 350 Linden Oaks, Rochester,
NY 14625 and One Financial Plaza, 755 Main Street, Hartford, CT
06103.
Considerations by the Board of Trustees. In connection with the
approval of the Proposed Agreement, the Independent Trustees were
provided with information regarding the Manager and its operations
and financial condition. The Independent Trustees also considered
data presented by the Manager showing the extent to which it had
expanded its investment personnel and other services dedicated to
the equity area of its mutual fund advisory activities.
Information prepared specifically for the purpose of assisting the
Independent Trustees in their evaluation of the Proposed Agreement
included an analysis of the performance and expenses of the Fund as
compared to other similar funds.
Analysis of Nature, Quality and Extent of Services. In determining
whether to approve the Proposed Agreement and to recommend its
approval by the Fund's shareholders, the Independent Trustees
particularly considered: (1) the effect of the investment
management fee on the expense ratio of the Fund; (2) the investment
record of the Manager in managing the Fund, and the investment
record of other investment companies for which it acts as
investment adviser; (3) data as to investment performance, advisory
fees and expense ratios of other investment companies not advised
by the Manager but believed to be in the same overall investment
and size category as the Fund; and (4) the investment management
fee paid by the Fund to the Manager and the sub-advisory fee paid
by the Manager to the Sub-Adviser during the past fiscal year. The
Independent Trustees also considered the following factors, among
others: (1) the necessity of the Manager maintaining and enhancing
its ability to retain and attract capable personnel to serve the
Fund; (2) the Manager's overall profitability; (3) pro-forma
profitability data giving effect to the investment management fee
but before marketing and promotional expenses anticipated to be
paid by the Manager and its affiliates; and (4) the financial
resources of the Manager and the desirability of appropriate
incentives to assure that the Manager will continue to furnish high
quality services to the Fund.
Determination by the Independent Trustees and the Board of
Trustees. After completion of its review, the Independent Trustees
recommended that the Board of Trustees approve, and the Board
unanimously approved, the Proposed Agreement.
Vote Required. An affirmative vote of the holders of a "majority"
(as defined in the Investment Company Act) of all outstanding
voting securities of the Fund is required for approval of the
Proposed Agreement; the classes do not vote separately. The
requirements for such "majority" are described in Proposal No. 2.
THE TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT INTERESTED PERSONS
OF THE TRUST, UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE
FUND VOTE TO APPROVE THE PROPOSED INVESTMENT ADVISORY AGREEMENT.
APPROVAL OF PROPOSED SUBADVISORY AGREEMENT
(Proposal No. 4)
As discussed under Proposal No. 3, the Manager has retained OpCap
Advisors (the Sub-Adviser ) as Sub-Adviser to the Fund pursuant to
a Subadvisory Agreement dated November 22, 1995 (the existing
Subadvisory Agreement ), which was approved initially by the Board
of Trustees, including a majority of the Independent Trustees on
June 22, 1995 and most recently on November 29, 1995 and by the
shareholders at a meeting held on November 3, 1995.
The existing Subadvisory Agreement provides that it shall
automatically terminate in the event of its assignment as defined
in Section 2(a)(4) of the Investment Company Act and that in the
event of an assignment that occurs solely due to the change in
control of the Sub-Adviser, the Manager and the Sub-Adviser will,
at the sole expense of the Sub-Adviser, use their reasonable best
efforts to obtain shareholder approval of a successor subadvisory
agreement on substantially the same terms as contained in the
existing Subadvisory Agreement.
The Sub-Adviser is a majority-owned subsidiary of Oppenheimer
Capital, a registered investment adviser with approximately $50.6
billion in assets under management on January 31, 1997. Oppenheimer
Financial Corp. ( Opfin ), a holding company, is a 1.0% general
partner of the Sub-Adviser. Opfin also holds a one-third managing
general partner interest in Oppenheimer Capital, and Oppenheimer
Capital, L.P., a Delaware limited partnership whose units are
traded on the New York Stock Exchange and of which Opfin is the
sole 1.0% general partner, owns the remaining two-thirds interest.
On February 13, 1997, PIMCO Advisors L.P. ( PIMCO Advisors ), a
registered investment adviser with approximately $110 billion in
assets under management through various subsidiaries, signed an
Agreement and Plan of Merger with Oppenheimer Group, Inc. ( OGI )
and its subsidiary Opfin pursuant to which PIMCO Advisors and its
affiliate, Thomson Advisory Group Inc. ( TAG ), will acquire the
one-third managing general partner interest in Oppenheimer Capital,
its 1.0% general partnership interest in OpCap Advisors, and its
1.0% general partner interest in Oppenheimer Capital L.P. (the
Transaction ) and OGI will be merged with and into TAG. The
aggregate purchase price is approximately $265 million in
convertible preferred stock of TAG and assumption of certain
indebtedness. The amount of TAG preferred stock comprising the
purchase price is subject to reduction in certain circumstances.
The Manager is not affiliated with any of the parties to the
Transaction. The Transaction is subject to certain conditions
being satisfied prior to closing, including consents from certain
lenders, approvals from regulatory authorities, including a
favorable tax ruling from the Internal Revenue Service, and
consents of certain clients, which are expected to take up to six
months to obtain. If the Transaction is consummated, it will
involve a change in control of Oppenheimer Capital and its
subsidiary OpCap Advisors which will constitute an assignment and
termination of the Subadvisory Agreement. Therefore, the Board of
Trustees is proposing that the shareholders approve a new
subadvisory contract (the new Subadvisory Agreement ) to take
effect upon the consummation of the Transaction. A description of
the new Subadvisory Agreement and the services to be provided by
the Sub-Adviser is set forth below. With the exception of the
commencement and termination dates, the new Subadvisory Agreement
is substantially identical to the existing Subadvisory Agreement.
The principal business address of the Sub-Adviser, Oppenheimer
Capital and their affiliates is Oppenheimer Tower, 200 Liberty
Street, One World Financial Center, New York, New York 10281. The
principal business address of the Sub-Adviser would not change
following the Transaction. Joseph La Motta is Chairman of
Oppenheimer Capital and the Sub-Adviser. George Long is President
of Oppenheimer Capital and Bernard H. Garil is President of OpCap
Advisors.
At a meeting held on February 28, 1997, the Fund s Board of
Trustees, including all of the Independent Trustees, approved and
determined to submit to shareholders for approval at this Meeting,
a new Subadvisory Agreement with the Sub-Adviser, substantially
upon the same terms and conditions as the existing Subadvisory
Agreement. The new Subadvisory Agreement is attached to this Proxy
Statement as Exhibit C.
Effects of the Transaction. Upon consummation of the Transaction,
Oppenheimer Capital and OpCap Advisors will be controlled by PIMCO
Advisors. PIMCO Advisors has advised OGI that it anticipates that
the senior portfolio management team of Oppenheimer Capital will
continue in their present capacities; that the eligibility of OpCap
Advisors to serve as an investment adviser or subadviser will not
be affected by the Transaction; and that Oppenheimer Capital and
OpCap Advisors will be able to continue to provide advisory and
management services with no material changes in operating
conditions. PIMCO Advisors has further advised OGI and the Board
of Trustees that it currently anticipates that the Transaction will
not affect the ability of Oppenheimer Capital and OpCap Advisors to
fulfill their obligations under their investment advisory or
subadvisory agreements.
Information Concerning PIMCO. PIMCO Advisors, with approximately
$110 billion in assets under management as of December 31, 1996, is
one of the largest publicly traded money management firms in the
United States. PIMCO Advisors address is 800 Newport Center Drive,
Suite 100, Newport Beach, California 92660.
PIMCO Partners, G.P. ( PIMCO GP ) owns approximately 42.83% and
66.37%, respectively (and will at the closing of the Transaction
own a majority of the voting stock of TAG which owns approximately
14.94% and 25.06%, respectively), of the total outstanding Class A
and Class B units of limited partnership interest ( Units ) of
PIMCO Advisors and is PIMCO Advisors sole general partner. PIMCO
GP is a California general partnership with two general partners.
The first of these is an indirect wholly-owned subsidiary of
Pacific Mutual Life Insurance Company ( Pacific Mutual ).
PIMCO Partners L.L.C. ( PPLLC ), a California limited liability
company, is the second, and managing, general partner of PIMCO GP.
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. Governance matters are allocated generally to the Operating
Board and the Operating Board delegates to the Operating Committee
the authority to manage day-to-day operations of PIMCO Advisors.
The Operating Board is composed of twelve members, including the
chief executive officer of the PIMCO Subpartnership as Chairman and
six PIMCO Managers designated by the PIMCO Subpartnership.
The authority of PIMCO Advisors Operating Board and Operating
Committee to take certain specified actions is subject to the
approval of PIMCO Advisors Equity Board. Equity Board approval is
required for certain major transactions (e.g., issuance of
additional PIMCO Advisors Units and appointment of PIMCO Advisors
chief executive officer). In addition, the Equity Board has
jurisdiction over matters such as actions which would have a
material effect upon PIMCO Advisors business taken as a whole and
(after an appeal from an Operating Board decision) matters likely
to have a material adverse economic effect on any subpartnership of
PIMCO Advisors. The Equity Board is composed of twelve members,
including the chief executive officer of PIMCO Advisors, three
members designated by a subsidiary of Pacific Mutual, the chairman
of the Operating Board and two members designated by PPLLC.
Because of its power to appoint (directly or indirectly) seven of
the twelve members of the Operating Board as described above, the
PIMCO Subpartnership may be deemed to control PIMCO Advisors.
Because of the direct or indirect power to appoint 25% of the
members of the Equity Board, (i) Pacific Mutual 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 Mutual, PIMCO Subpartnership and the PIMCO
Managers disclaim such control.
Services and Fees under the Subadvisory Agreement. Under the new
Subadvisory Agreement, 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. The fee payable by the Manager to the Sub-Adviser under the
new Subadvisory Agreement will be at the same rate as the fee
payable under the existing Subadvisory Agreement - 40% of the
investment advisory fee collected by the Manager from the Fund
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 new assets of the Fund
that exceed the base amount. For the fiscal year ended October 31,
1996, the Sub-Adviser was paid a fee of $_______ with respect to
the Fund.
Limitation of Liability. The new 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 new
Subadvisory Agreement or for any losses that may be sustained in
the purchase, holding or sale of any security. This provision is
identical to the provision on limitation of liability in the
existing Subadvisory Agreement.
Termination. The termination provisions of the new Subadvisory
Agreement and the existing Subadvisory Agreement are identical. The
new Subadvisory Agreement may be terminated by the Fund at any time
without penalty upon 60 days written notice to the other party.
Termination by the Fund must be approved by the vote of a majority
of the Trustees or by vote of a majority of the outstanding shares
of the Fund. The new Subadvisory Agreement will terminate in the
event of an assignment, as required by the Investment Company
Act.
The new Subadvisory Agreement provides that if the agreement is
terminated by the Manager prior to the tenth anniversary of
November 22, 1995 (the date of the existing Subadvisory Agreement),
the Manager will be obligated to pay the Subadviser an amount equal
to the subadvisory fee until such tenth anniversary unless the
Investment Advisory Agreement has been terminated or the new
Subadvisory Agreement has been terminated upon the occurrence of
any of the following events:
(1) Performance of the Fund s Class A shares, compared to
other mutual funds having the same investment objective, ranks in
the bottom quartile for two consecutive calendar years and earns a
Morningstar, Inc. three year rating of less than three stars;
(2) The Sub-Adviser is disqualified from serving as an
investment adviser to the Fund under Section 9(a) of the 1940 Act;
(3) The Sub-Adviser, OCC Distributors, Oppenheimer Capital
or persons under their control cause a material violation of the
Non-Compete Agreement dated November 22, 1995 among those companies
and the Manager; or
(4) The Sub-Adviser breaches a material provision of the new
Subadvisory Agreement.
Portfolio Transactions and Brokerage. Provisions of the new
Subadvisory Agreement relating to portfolio transactions and
brokerage are identical to those provisions in the existing
Subadvisory Agreement and are described under Proposal 3. During
the fiscal year ended October 31, 1996, Oppenheimer & Co., Inc., an
affiliate of the Sub-Adviser, was paid a total of $147,765 in
brokerage commissions by the Fund which amount was 40.8% of the
Fund s total brokerage commissions during the period.
Evaluation By The Board of Trustees. The Board of Trustees has
determined that continuity and efficiency of portfolio management
services after the Transaction can best be assured by approving the
new Subadvisory Agreement on behalf of the Fund. The Board
believes that the new Subadvisory Agreement will enable the Fund to
continue to obtain subadvisory services of high quality at costs
which it deems appropriate and reasonable and that approval of the
new Subadvisory Agreement is in the best interests of the Fund and
its shareholders.
In evaluating the new Subadvisory Agreement, the Board of Trustees
requested and reviewed, with the assistance of independent legal
counsel, materials furnished by the Sub-Adviser and PIMCO Advisors.
These materials included financial statements as well as other
written information regarding PIMCO Advisors and its personnel,
operations, and financial condition. The Board also reviewed
information about the Sub-Adviser, including its brokerage policies
described above. Consideration was given to comparative
performance and cost information concerning other mutual funds with
similar investment objectives, including information prepared by
Lipper Analytical Services, Inc. The Board of Trustees also
reviewed and discussed the terms and provisions of the new
Subadvisory Agreement and compared it to the existing Subadvisory
Agreement as well as the arrangements of other mutual funds,
particularly with respect to the allocation of various types of
expenses, levels of fees and resulting expense ratios. The Board
evaluated the nature and extent of services provided by other
investment advisers to their respective funds and also considered
the benefits the Sub-Adviser would obtain from its relationship
with the Fund and the economies of scale in costs and expenses to
the Sub-Adviser associated with its providing such services. The
Board also met with representatives of PIMCO Advisors to discuss
their current intentions with respect to Oppenheimer Capital and
the Sub-Adviser.
The Board considered, with its counsel, (i) the quality of the
operations and services which have been provided to the Fund by the
Sub-Adviser and which are expected to continue to be provided after
the Transaction, with no change in fee rates, (ii) the overall
experience and reputation of the Sub-Adviser in providing such
services to investment companies, and the likelihood of its
continued financial stability, (iii) the capitalization of PIMCO
Advisors, (iv) the aspects of the Transaction that would affect the
ability of the Sub-Adviser to retain and attract qualified
personnel and (v) the benefits of continuity in the services to be
provided under the new Subadvisory Agreement. Based upon its
review, the Board of Trustees concluded that the terms of the new
Subadvisory Agreement are reasonable, fair and in the best
interests of the Fund and its shareholders, and that the fees
provided therein are fair and reasonable in light of the usual and
customary charges made by others for services of the same nature
and quality. Accordingly, the Board concluded that continuing to
retain OpCap Advisors as Sub-Adviser to the Fund after the
Transaction is desirable and in the best interests of the Fund and
its shareholders. Based on these and other considerations, the
Board unanimously recommended approval of the new Subadvisory
Agreement and its submission to shareholders for their approval.
The new Subadvisory Agreement will become effective on the date
that the Transaction is consummated or the date shareholders
approve the new Subadvisory Agreement, whichever occurs later. The
new Subadvisory Agreement will continue in effect until two years
from its effective date, and thereafter for successive annual
periods as long as such continuance is approved in accordance with
the Investment Company Act. If the Transaction is not consummated,
the existing Subadvisory Agreement will remain in effect according
to its terms.
PIMCO Advisors, OpCap Advisors, OGI and Oppenheimer Capital have
agreed to comply and use all commercially reasonable efforts to
cause compliance with the provisions of Section 15(f) of the
Investment Company Act. Section 15(f) provides, in pertinent part,
that an investment adviser and its affiliates may receive any
amount or benefit in connection with a sale of an interest in such
investment adviser which results in an assignment of an investment
advisory contract if (1) for a period of three years after the time
of such event, 75% of the members of the Board of Trustees or
Directors of the investment company which it advises are not
interested persons (as defined in the Investment Company Act) of
the new or old investment adviser, and (2) during the two-year
period after the date on which the transactions occurs, there is no
unfair burden imposed on the investment company as a result of
the transaction. For this purpose, unfair burden is defined to
include any arrangement during the two-year period after the
transaction whereby the investment adviser or predecessor or
successor investment advisers, or any interested person of any such
adviser, receives or is entitled to receive any compensation
directly or indirectly (i) from any person in connection with the
purchase or sale of securities or other property to, from, or on
behalf of the investment company other than bona fide ordinary
compensation as principal underwriter for such company, or (ii)
from the investment company or its security holders for other than
bona fide investment advisory or other services. No compensation
arrangements of the types described above are contemplated in the
proposed Transaction. The composition of the Board of Trustees is
presently in compliance with the 75% requirement and will continue
to be so if the Transaction is consummated.
Vote Required. As provided under the Investment Company Act,
approval of the new Subadvisory Agreement will require the vote of
a majority of the outstanding Shares of the Fund; the classes do
not vote separately. Under the Investment Company Act, the vote of
a majority of the outstanding voting securities of an investment
company (or a series thereof) means the vote, at a duly-called
annual or special meeting of shareholders, of 67% or more of the
shares present at such meeting, if the holders of more than 50% of
the outstanding shares of such company or series are present or
represented by proxy, or of more than 50% of the total outstanding
shares of such company or series, whichever is less. THE TRUSTEES,
INCLUDING THE TRUSTEES WHO ARE NOT INTERESTED PERSONS OF THE TRUST,
OPCAP ADVISORS, OPPENHEIMERFUNDS, INC., PIMCO ADVISORS L.P. OR
THEIR AFFILIATES, UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF
THE FUND VOTE TO APPROVE THE NEW SUBADVISORY AGREEMENT BETWEEN
OPPENHEIMERFUNDS, INC., AND OPCAP ADVISORS.
APPROVAL OF THE FUND'S CLASS A 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 5)
APPROVAL OF THE FUND'S CLASS B 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 6)
APPROVAL OF THE FUND'S CLASS C 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 7)
NOTE: Class A Shareholders Vote on Proposal No. 5 Only
Class B Shareholders Vote on Proposal No. 6 Only
Class C Shareholders Vote on Proposal No. 7 Only
On November 22, 1995 the Trust and the Distributor entered into an
Amended and Restated Distribution and Service Plan and Agreement
for Class A shares of the Fund (the "Class A Plan"), an Amended and
Restated Distribution and Service Plan and Agreement for Class B
shares of the Fund (the "Class B Plan") and an Amended and
Restated Distribution and Service Plan and Agreement for Class C
shares of the Fund (the "Class C Plan"), in each case pursuant to
Rule 12b-1 of the Investment Company Act. The Class A Plan, the
Class B Plan and the Class C Plan (collectively, the "Plans") had
been approved by the Board of Trustees, including a majority of the
Independent Trustees, on June 22, 1995 and again on November 28,
1995. At a meeting held on November 3, 1995, the holders of a
"majority" (as defined in the Investment Company Act) of the Class
A shares, Class B shares and Class C shares of the Fund approved
the Class A Plan, Class B Plan and the Class C Plan, respectively.
At a meeting held February 4, 1997, the Board of Trustees,
including all of the Independent Trustees, unanimously approved new
Amended and Restated Distribution and Service Plans and Agreements
dated November 22, 1996 for Class A shares of the Fund (the
"Proposed Class A Plan"), Class B shares of the Fund (the "Proposed
Class B Plan") and Class C shares of the Fund (the "Proposed Class
C Plan"). The Proposed Class A Plan, the Proposed Class B Plan and
the Proposed Class C Plan (collectively, the "Proposed Plans"),
each of which is identical to the Class A Plan, the Class B Plan
and the Class C Plan, respectively, except for the effective date
and certain non-material changes, would continue the Plans which
may have lapsed as a result of inadvertently not having the Board
of Trustees specifically vote to renew the Plans on an annual
basis. Pursuant to Rule 12b-1 of the Investment Company Act, Class
A, Class B and Class C shareholders must approve the Proposed Class
A Plan, the Proposed Class B Plan and the Proposed Class C Plan,
respectively, in order for the Fund to have an ongoing plan of
distribution for its Class A, Class B and Class C shares. A copy
of the Proposed Class A Plan is attached as Exhibit D to this Proxy
Statement, and is hereby submitted to Class A shareholders for
their approval. A copy of the Proposed Class B Plan is attached as
Exhibit E to this Proxy Statement, and is hereby submitted to Class
B shareholders for their approval. A copy of the Proposed Class C
Plan is attached as Exhibit F to this Proxy Statement, and is
hereby submitted to Class C shareholders for their approval.
Description of the Proposed Plans. Under the Proposed Plans, the
Fund will compensate the Distributor for its services incurred in
connection with the distribution of Class A, Class B and Class C
shares of the Fund and the personal service and maintenance of
shareholder accounts that hold Class A, Class B and Class C shares.
As to the Proposed Class A Plan, the Fund will pay the Distributor
monthly an asset-based sales charge at an annual rate of 0.25% and
will also pay the Distributor quarterly a service fee at an annual
rate of 0.25%, each of which is computed on the average annual net
asset value of Class A shares of the Fund. As to the Proposed
Class B Plan, the Fund will pay the Distributor monthly an asset-
based sales charge at an annual rate of 0.75% of Class B shares
outstanding for six years or less, and will also pay the
Distributor quarterly a service fee at an annual rate of 0.25%,
each of which is computed on the average annual net asset value of
Class B shares of the Fund. As to the proposed Class C Plan, the
Fund will pay the Distributor quarterly an asset-based sales charge
at an annual rate of 0.75% and will also pay the Distributor
quarterly a service fee at an annual rate of 0.25%, each of which
is computed on the average annual net asset value of Class C shares
of the Fund.
The Proposed Plans provide for payments for two different
distribution-related functions. The Distributor will pay certain
brokers, dealers, banks and other financial institutions
("Recipients") a service fee of 0.25% for providing personal
services to Class A, Class B and Class C shareholders and
maintenance of shareholder accounts by those Recipients. The
services rendered by such Recipients may include, but are not
limited to, the following: answering routine inquiries from the
Recipient's customers concerning the Fund, assisting in the
establishment and maintenance of accounts or sub-accounts in the
Fund, making the Fund's investment plans and dividend payment
options available, and providing such other information and
services in connection with the rendering of personal services
and/or the maintenance of accounts as the Distributor or the Fund
may reasonably request.
As to Class A shares, service fee payments by the Distributor to
Recipients are made on a quarterly basis at an annual rate of 0.25%
of the average annual net asset value of Class A shares held in
accounts of the Recipient or its customers. As to Class B and
Class C shares, service fee payments by the Distributor to
Recipients are made (i) in advance for the first year Class B or
Class C shares are outstanding, following the purchase of shares,
in an amount equal to 0.25% of the net asset value of the shares
purchased by the Recipient or its customers and (ii) thereafter, on
a quarterly basis, computed as of the close of business each day at
an annual rate of 0.25% of the net asset value of Class B or Class
C shares held in accounts of the Recipient or its customers. As to
the Proposed Class B and Class C Plans, the Distributor retains the
service fee during the first year Class B and Class C shares are
outstanding. In the event Class B or Class C shares are redeemed
less than one year after the date such shares were sold, the
Recipient is obligated to repay to the Distributor on demand a pro
rata portion of such advance service fee payments, based on the
ratio of the remaining period to one year.
The Proposed Plans also provide that the Distributor may pay
Recipients an asset-based sales charge on a quarterly basis at an
annual rate of 0.25% as to Class A shares, and 0.75% as to Class B
or Class C shares, in each case of the average annual net asset
value of Class A, Class B or Class C shares held in accounts of the
Recipient or its customers to compensate the Recipients for
services in connection with the distribution of the Fund's Class A,
Class B or Class C shares. The distribution assistance and
administrative support services rendered by the Distributor and
Recipients in connection with the sales of Class A, Class B and
Class C shares may include: (i) paying sales commissions to any
broker, dealer, bank or other institution that sells the Fund's
Class A, Class B or Class C shares, (ii) paying compensation to and
expenses of personnel of the Distributor who support distribution
of Class A, Class B or Class C shares by Recipients, (iii)
obtaining financing or providing such financing from its own
resources or from an affiliate, for the interest and other
borrowing costs of the Distributor's unreimbursed expenses incurred
in rendering distribution assistance for Class A, Class B or Class
C shares, and (iv) paying other direct distribution costs. The
other distribution assistance in connection with the sale of Class
A, Class B or Class C shares rendered by the Distributor and
Recipients may include, but are not limited to, the following:
distributing sales literature and prospectuses other than those
furnished to current Class A, Class B or Class C shareholders and
providing such other information and services in connection with
the distribution of Class A, Class B or Class C shares as the
Distributor or the Fund may reasonably request.
As to Class B shares, the Distributor currently pays sales
commissions from its own resources to Recipients at the time of
sale equal to 3.75% of the purchase price of Fund shares sold by
such Recipient, and advances the first year service fee of 0.25%.
The Distributor and the Fund anticipate that it will take a number
of years for the Distributor to recoup the sales commissions paid
to Recipients and other distribution-related expenses, from the
Fund's payments to the Distributor under the Proposed Class B Plan,
and from the contingent deferred sales charge deducted from
redemption proceeds for Class B shares redeemed before the end of
six years of their purchase, as described in the Fund's prospectus.
As to Class C shares, the Distributor currently pays sales
commissions from its own resources to Recipients at the time of
sale equal to 0.75% of the purchase price of Fund shares sold by
such Recipient, and advances the first year service fee of 0.25%.
The Distributor retains the asset-based sales charge during the
first year shares are outstanding to recoup the sales commissions
it pays, the advances of service fee payments it makes, and its
financing costs. The Distributor plans to pay the asset-based
sales charge as an ongoing commission to Recipients on Class C
shares that have been outstanding for a year or more. These
asset-based sales charge payments are designed to permit an
investor to purchase shares of the Fund without the assessment of
a front-end sales load and at the same time permit the Distributor
to compensate Recipients in connection with the sale of shares of
the Fund.
The Proposed Plans contain a provision which provides that the
Board of Trustees may allow the Fund to continue payments to the
Distributor for Class A, Class B or Class C shares sold prior to
termination of the Proposed Plan. Pursuant to this provision,
payment of the asset-based sales charge and service fee could be
continued by the Board of Trustees after termination.
Payments by the Fund to the Distributor under the Class A Plan for
the Fiscal Period totalled $588,072, of which $139,245 was retained
by the Distributor and $1,102 was paid to an affiliate of the
Distributor. Payments by the Fund to the Distributor under the
Class B Plan for the Fiscal Period totalled $264,640, of which
$206,892 was retained by the Distributor and $28 was paid to a
dealer affiliated with the Distributor. Payments by the Fund to
the Distributor under the Class C Plan for the Fiscal Period
totalled $115,068, of which $65,837 was retained by the Distributor
and $28 was paid to a dealer affiliated with the Distributor. The
Proposed Plans have the effect of increasing annual expenses of
Class A shares of the Fund by up to 0.50% and Class B and Class C
shares of the Fund by up to 1.00%, in each case of each of the
class's average annual net assets from what those expenses would
otherwise be.
If the Class A, Class B and Class C shareholders approve Proposal
No. 5, No. 6 and No. 7, respectively, the Proposed Plan shall,
unless terminated as described below, continue in effect until
November 22, 1997 and from year to year thereafter only so long as
such continuance is specifically approved, at least annually, by
the 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. The Proposed Class A Plan, the Proposed Class B Plan
and the Proposed Class C Plan may be terminated at any time by a
vote of a majority of the Independent Trustees or by a vote of the
holders of a "majority" (as defined in the Investment Company Act)
of the Fund's outstanding Class A shares, Class B shares and Class
C shares, respectively. The Proposed Plans may not be amended to
increase materially the amount of payments to be made without
approval by the Class A, Class B or Class C shareholders, as
applicable. All material amendments must be approved by a majority
of the Independent Trustees.
Additional Information. Each of the Proposed Plans provides that
while it is in effect, the selection and nomination of those
Trustees of the Trust who are not "interested persons" of the Fund
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 Proposed Plans, no payment for service fees or asset-
based sales charges 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 does not equal or exceed a
minimum amount, if any, that may be determined from time to time by
a majority of the Independent Trustees. Initially, the Board of
Trustees has set the fee at the maximum rate and set no minimum
amount. The Proposed Plans permit the Distributor and the Manager
to make additional distribution payments to Recipients from their
own resources (including profits from management fees) at no cost
to the Fund. The Distributor and the Manager may, in their sole
discretion, increase or decrease the amount of distribution
assistance payments they make to Recipients from their own assets.
The service fee and the asset-based sales charge payable under the
Proposed Plans are subject to reduction or elimination under the
limits imposed by the Conduct Rules. The Proposed Plans are
intended to comply with the Conduct Rules and Rule 12b-1 under the
Investment Company Act.
Analysis of the Proposed Plans by the Board of Trustees. In
considering whether to recommend the Proposed Plans for approval,
the Board requested and evaluated information it deemed necessary
to make an informed determination. The Board found that there is
a reasonable likelihood that the Proposed Plans benefit the Fund
and its Class A, Class B and Class C shareholders by providing
financial incentives to financial intermediaries to attract new
Class A, Class B and Class C shareholders to the Fund, by assisting
the efforts of the Fund and the Distributor to service and retain
existing shareholders and attract new investors and encouraging
brokers, dealers, banks and other financial institutions to provide
Fund Class A, Class B and Class C shareholders with personal
services and account information. The Proposed Plans enable the
Fund to be competitive with similar funds, including funds that
impose sales charges, provide financial incentives to institutions
that direct investors to such funds, and provide shareholder
servicing and administrative services.
The Board concluded that it is likely that the Proposed Class A
Plan will benefit Class A shareholders of the Fund by enabling the
Fund to maintain or increase its present asset base in the face of
competition from a variety of financial products. Similarly, the
Board concluded that it is likely that because the Proposed Class
B Plan and the Proposed Class C Plan provide an alternative means
for investors to acquire Fund shares without paying an initial
sales charge, such plans will benefit Class B and Class C
shareholders of the Fund by enabling the Fund to maintain or
increase its present asset base in the face of competition from a
variety of financial products. With larger assets, the Class B and
Class C shareholders should benefit as the Proposed Plans should
help maintain Fund assets. Costs of shareholder administration and
transfer agency operations will be spread among a larger number of
shareholders as the Fund grows larger, thereby reducing the Fund's
expense ratio. The Manager has advised the Trustees that investing
larger amounts of money is made more readily, more efficiently, and
at lesser cost to the Fund. The Board found that a positive flow
of new investment money is desirable primarily to offset the
potentially adverse effects that might result from a pattern of net
redemptions. Net cash outflow increases the likelihood that the
Fund will have to dispose of portfolio securities for other than
investment purposes. Net cash inflow minimizes the need to sell
securities to meet redemptions when investment considerations would
dictate otherwise, reduces daily liquidity requirements, and may
assist in a prompt restructuring of the portfolio without the need
to dispose of present holdings.
Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments
to a mutual fund's distributor and to brokers, dealers, banks and
other financial institutions has become common in the mutual fund
industry. Competition among brokers and dealers for these types of
payments has intensified. The Trustees concluded that promotion,
sale and servicing of mutual fund shares and shareholders through
various brokers, dealers, banks and other financial institutions is
a successful way of distributing shares of a mutual fund. The
Trustees concluded that without an effective means of selling and
distributing Fund shares and servicing shareholders and providing
account maintenance, expenses may remain higher on a per share
basis than those of some competing funds. The Proposed Plans
proposed for shareholder approval are designed to stimulate sales
by and services from many types of financial institutions,
including in the case of the Proposed Class B Plan and the Proposed
Class C Plan by providing an alternative means of acquiring Fund
shares.
The Trustees recognize that the Manager will benefit from the
Proposed Plans through larger investment advisory fees resulting
from an increase in Fund assets, since its fees are based upon a
percentage of net assets of the Fund. The Board, including each of
the Independent Trustees, determined that each Proposed Plan is in
the best interests of the Fund, and that its continuation has a
reasonable likelihood of benefiting the Fund and its Class A, Class
B and Class C shareholders. In its annual review of the Proposed
Plans, the Board will consider the continued appropriateness of the
Proposed Plans, including the level of payments provided for
therein.
Vote Required. Pursuant to Rule 12b-1 under the Investment Company
Act, an affirmative vote of the holders of a "majority" (as defined
in the Investment Company Act) of (i) the Fund's Class A voting
securities is required for approval of the Proposed Class A Plan,
(ii) the Fund's Class B voting securities is required for approval
of the Proposed Class B Plan and (ii) the Fund's Class C voting
securities is required for approval of the Proposed Class C Plan.
The requirements for such "majority" vote under the Investment
Company Act are described in Proposal No. 2. A vote in favor of
Proposal No. 5, Proposal No. 6 or Proposal No. 7 shall also be
deemed a vote to approve the payment by the Fund to the Distributor
of the amounts that have been accrued with respect to compensation
for services incurred in connection with the distribution of Class
A, Class B or Class C shares, respectively, and the personal
service and maintenance of accounts that hold Class A, Class B or
Class C shares, respectively, of the Fund for the period November
22, 1996 through to the date of shareholder approval of the
Proposed Plans. THE TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT
INTERESTED PERSONS OF THE TRUST, UNANIMOUSLY RECOMMEND THAT THE
SHAREHOLDERS OF THE FUND VOTE TO APPROVE THE FUND'S 12B-1
DISTRIBUTION AND SERVICE PLANS.
RECEIPT OF SHAREHOLDER PROPOSALS
The Fund is not required to hold shareholder meetings on a regular
basis. Special meetings of shareholders may be called from time to
time by either the Fund or the shareholders (under special
conditions described in the Fund's Statement of Additional
Information). Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals which meet certain conditions may
be included in the Fund's proxy statement and proxy for a
particular meeting. Those rules require that for future meetings
the shareholder must be a record or beneficial owner of Fund shares
with a value of at least $1,000 at the time the proposal is
submitted and for one year prior thereto, and must continue to own
such shares through the date on which the meeting is held. Another
requirement relates to the timely receipt by the Fund of any such
proposal. Under those rules, a proposal submitted for inclusion in
the Fund's proxy material for the next meeting after the meeting to
which this proxy statement relates must be received by the Fund a
reasonable time before the solicitation is made. The fact that the
Fund receives a proposal from a qualified shareholder in a timely
manner does not ensure its inclusion in the proxy material, since
there are other requirements under the proxy rules for such
inclusion.
OTHER BUSINESS
Management of the Fund knows of no business other than the matters
specified above that will be presented at the Meeting. Since
matters not known at the time of the solicitation may come before
the Meeting, the proxy as solicited confers discretionary authority
with respect to such matters as properly come before the Meeting,
including any adjournment or adjournments thereof, and it is the
intention of the persons named as attorneys-in-fact in the proxy to
vote the proxy in accordance with their judgment on such matters.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
April __, 1997
proxy\251wpd.#2<PAGE>
Exhibit A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made the ____ day of __________, 1997, by and
between OPPENHEIMER QUEST FOR VALUE FUNDS, a Massachusetts business
trust (hereinafter referred to as the "Company"), and
OPPENHEIMERFUNDS, INC. (hereinafter referred to as "OFI").
WHEREAS, the Company is an open-end, diversified management
investment company registered as such with the Securities and
Exchange Commission (the "Commission") pursuant to the Investment
Company Act of 1940 (the "Investment Company Act"), and OFI is an
investment adviser registered as such with the Commission under the
Investment Advisers Act of 1940;
WHEREAS, each of Growth and Income Value Fund, Small Cap Value
Fund, Opportunity Value Fund and Officers Value Fund is a
separately capitalized Series (the "Series") of the Shares of
beneficial interest to be issued by the Company ("Shares") pursuant
to the Company's registration statement;
WHEREAS, the Company desires that OFI shall act as its
investment adviser with respect to each Series pursuant to this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, it is agreed by and between the
parties, as follows:
1. General Provisions:
The Company hereby employs OFI and OFI hereby undertakes
to act as the investment adviser of the Company in connection with,
and for the benefit of, each Series(including any Series hereafter
created) and to perform for the Company such other duties and
functions in connection with each Series for the period and on such
terms as set forth in this Agreement. OFI shall, in all matters,
give to the Company and its Board of Trustees (the "Trustees") the
benefit of its best judgement, effort, advice and recommendations
and shall, at all times conform to, and use its best efforts to
enable the Company to conform to (i) the provisions of the
Investment Company Act and any rules or regulations thereunder;
(ii) any other applicable provisions of state or Federal law; (iii)
the provisions of the Declaration of Trust and By-Laws of the
Company as amended from time to time; (iv) policies and
determinations of the Trustees; (v) the fundamental policies and
investment restrictions of each Series as reflected in the
registration statement of the Company under the Investment Company
Act or as such policies may, from time to time, be amended and (vi)
the Prospectus and Statement of Additional Information of each
Series in effect from time to time. The appropriate officers and
employees of OFI shall be available upon reasonable notice for
consultation with any of the Trustees and officers of the Company
with respect to any matters dealing with the business and affairs
of the Company including the valuation of portfolio securities of
the Company which are either not registered for public sale or not
traded on any securities market.
2. Investment Management:
(a) OFI shall, subject to the direction and control by
the Trustees, (i) regularly provide investment advise and
recommendations to the Company with respect to the investments,
investment policies and the purchase and sale of securities and
other investments for each Series; (ii) supervise continuously the
investment program of each Series of the Company and the
composition of its portfolio and determine what securities shall be
purchased or sold by; and(iii) arrange, subject to the provisions
of paragraph 7 hereof, for the purchase of securities and other
investments for each Series of the Company and the sale of
securities and other investments held in the portfolio of each
Series.
(b) Provided that the Company shall not be required to
pay any compensation for services under this Agreement other than
as provided by the terms of the Agreement and subject to the
provisions of paragraph 7 hereof, OFI may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its
investment management services including entering into sub-advisory
agreements with other affiliated or unaffiliated registered
investment advisors to obtain specialized services.
(c) Provided that nothing herein shall be deemed to
protect OFI from willful misfeasance, bad faith or gross negligence
in the performance of its duties, or reckless disregard of its
obligations and duties under this Agreement, OFI shall not be
liable for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which this Agreement
relates.
(d) Nothing in this Agreement shall prevent OFI or any
entity controlling, controlled by or under common control with OFI
or any officer thereof from acting as investment adviser for any
other person, firm or corporation or in any way limit or restrict
OFI or any of its directors, officers, stockholders or employees
from buying, selling or trading any securities or other investments
for its or their own account or for the account of others for whom
it or they may be acting, provided that such activities will not
adversely affect or otherwise impair the performance by OFI of its
duties and obligations under this Agreement.
3. Other Duties of OFI:
OFI shall, at its own expense, provide and supervise the
activities of all administrative and clerical personnel as shall be
required to provide effective corporate administration for the
Company, including the compilation and maintenance of such records
with respect to its operations as may reasonably be required; the
preparation and filing of such reports with respect thereto as
shall be required by the Commission; composition of periodic
reports with respect to operations of each Series of the Company
for its shareholders; composition of proxy materials for meetings
of the Company's shareholders; and the composition of such
registration statements as may be required by Federal and state
securities laws for continuous public sale of Shares of each Series
of the Company. OFI shall, at its own cost and expense, also
provide the Company with adequate office space, facilities and
equipment. OFI shall, at its own expenses, provide such officers
for the Company as the Board of Trustees may request.
4. Allocation of Expenses:
All other costs and expenses of each Series of the
Company not expressly assumed by OFI under this Agreement, or to be
paid by the Distributor of the Shares of each Series of the
Company, shall be paid by the Company on behalf of the appropriate
Series, including, but not limited to: (i) interest, taxes and
governmental fees; (ii) brokerage commissions and other expenses
incurred in acquiring or disposing of the portfolio securities and
other investments of each Series; (iii) insurance premiums for
fidelity and other coverage requisite to its operations; (iv)
compensation and expenses of its Trustees other than those
affiliated with OFI; (v) legal and audit expenses; (vi) custodian
and transfer agent fees and expenses; (vii) expenses incident to
the redemption of its Shares; (viii) expenses incident to the
issuance of its Shares against payment therefor by or on behalf of
the subscribers thereto; (ix) fees and expenses, other than as
hereinabove provided, incident to the registration under Federal
and state securities laws of Shares of the Company and Series for
public sale; (x) expenses of printing and mailing reports, notices
and proxy materials to shareholders of the Company and each Series;
(xi) except as noted above, all other expenses incidental to
holding meetings of the Company's shareholders; and (xii) such
extraordinary non-recurring expenses as may arise, including
litigation, affecting the Company or any Series thereof and any
legal obligation which the Company, or any Series of the Company,
may have to indemnify its officers and Trustees with respect
thereto. Any officers or employees of OFI (or any entity
controlling, controlled by, or under common control with OFI) who
also serve as officers, Trustees or employees of the Company shall
not receive any compensation from the Company or any Series thereof
for their services.
5. Compensation of OFI:
The Company agrees to pay OFI and OFI agrees to accept as
full compensation for the performance of all functions and duties
on its part to be performed pursuant to the provisions hereof, a
fee computed on the total net asset value of each Series of the
Company as of the close of each business day and payable monthly at
the annual rate for each Series set forth on Schedule A hereto.
6. Use of Name "Oppenheimer" or "Quest For Value":
OFI hereby grants to the Company a royalty-free, non-
exclusive license to use the name "Oppenheimer" or "Quest For
Value" in the name of the Company for the duration of this
Agreement and any extensions or renewals thereof. To the extent
necessary to protect OFI's rights to the name "Oppenheimer" or
"Quest For Value" under applicable law, such license shall allow
OFI to inspect and, subject to control by the Company's Board,
control the nature and quality of services offered by the Company
under such name and may, upon termination of this Agreement, be
terminated by OFI, in which event the Company shall promptly take
whatever action may be necessary to change its name and discontinue
any further use of the name "Oppenheimer" or "Quest For Value" in
the name of the Company or otherwise. The name "Oppenheimer" and
"Quest For Value" may be used or licensed by OFI in connection with
any of its activities, or licensed by OFI to any other party.
7. Portfolio Transactions and Brokerage:
(a) OFI (and any Sub Advisor) is authorized, in
arranging the purchase and sale of the portfolio securities and
other investments of each Series of the Company to employ or deal
with such members of securities or commodities exchanges, brokers
or dealers (hereinafter "broker-dealers"), including "affiliated"
broker-dealers (as that term is defined in the Investment Company
Act), as may, in its best judgment, implement the policy of the
Fund to obtain, at reasonable expense, the "best execution" (prompt
and reliable execution at the most favorable security price
obtainable) of the portfolio transactions of each Series of the
Company as well as to obtain, consistent with the provisions of
subparagraph (c) of this paragraph 7, the benefit of such
investment information or research as will be of significant
assistance to the performance by OFI (and any Sub Advisor) of its
(their) investment management functions.
(b) OFI (and any Sub Advisor) shall select broker-
dealers to effect the portfolio transactions of each Series of the
Company on the basis of its estimate of their ability to obtain
best execution of particular and related portfolio transactions.
The abilities of a broker-dealer to obtain best execution of
particular portfolio transaction(s) will be judged by OFI (or any
Sub Advisor) on the basis of all relevant factors and
considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the
ability and willingness of the broker-dealer to facilitate the
portfolio transactions of each Series of the Company by
participating therein for its own account; the importance to each
Series of the Company of speed, efficiency or confidentiality; the
broker-dealer's apparent familiarity with sources from or to whom
particular securities or other investments might be purchased or
sold; as well as any other matters relevant to the selection of a
broker-dealer for particular and related transactions of each
Series of the Company.
(c) OFI (and any Sub Advisor) shall have discretion, in
the interest of the Company and each Series, to allocate brokerage
on the portfolio transactions of each Series of the Company to
broker-dealers, other than an affiliated broker-dealers, qualified
to obtain best execution of such transactions who provide brokerage
and/or research services (as such services are defined in Section
28(e)(3) of the Securities Exchange Act of 1934) for each Series of
the Company and/or other accounts for which OFI or its affiliates
(or any Sub Advisor) exercise "investment discretion" (as that term
is defined in Section 3(a)(35) of the Securities Exchange Act of
1934) and to cause the Company or a Series to pay such broker-
dealers a commission for effecting a portfolio transaction for the
Company or a Series that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such
transaction would have charged for effecting that transaction, if
OFI (or any Sub Advisor) determines, in good faith, that such
commission is reasonable in relation to the value of the brokerage
and/or research services provided by such broker-dealer viewed in
terms of either that particular transaction or the overall
responsibilities of OFI or its affiliates (or any Sub Advisor)
with respect to accounts as to which they exercise investment
discretion. In reaching such determination, OFI (or any Sub
Advisor) will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services
provided or being provided by such broker-dealer. In demonstrating
that such determinations were made in good faith, OFI (and any Sub
Advisor) shall be prepared to show that all commissions were
allocated for purposes contemplated by this Agreement and that the
total commissions paid by the Company and each Series over a
representative period selected by the Company's Trustees were
reasonable in relation to the benefits to the Company and each
Series.
(d) OFI (or any Sub Advisor) shall have no duty or
obligation to seek advance competitive bidding for the most
favorable commission rate applicable to any particular portfolio
transactions or to select any broker-dealer on the basis of its
purported or "posted" commission rate but will, to the best of its
ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by
the Company and each Series for effecting its portfolio
transactions to the extent consistent with the interests and
policies of the Company and each Series as established by the
determinations of the Board of Trustees of the Company and the
provisions of this paragraph 7.
(e) The Company recognizes that an affiliated broker-
dealer: (i) may act as one of the Company's regular brokers for the
Company or a Series thereof so long as it is lawful for it so to
act; (ii) may be a major recipient of brokerage commissions paid by
the Company or a Series thereof; and (iii) may effect portfolio
transactions for the Company or a Series thereof only if the
commissions, fees or other remuneration received or to be received
by it are determined in accordance with procedures contemplated by
any rule, regulation or order adopted under the Investment Company
Act to be within the permissible level of such commissions.
(f) Subject to the foregoing provisions of this
paragraph 7, OFI (and any Sub Advisor) may also consider sales of
Shares of the Company, each Series thereof and the other funds
advised by OFI and its affiliates as a factor in the selection of
broker-dealers for its portfolio transactions.
8. Duration:
This Agreement will take effect on the date first set
forth above. Unless earlier terminated pursuant to paragraph 10
hereof, this Agreement shall remain in effect for a period of two
(2) years and thereafter from year to year, so long as such
continuance shall be approved at least annually by the Company's
Board of Trustees, including the vote of the majority of the
Trustees of the Company who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act) of
any such party, cast in person at a meeting called for the purpose
of voting on such approval, or by the holders of a "majority" (as
defined in the Investment Company Act) of the outstanding voting
securities of the Company, or each Series thereof, and by such a
vote of the Company's Board of Trustees.
9. Disclaimer of Shareholder or Trustee Liability:
OFI understands and agrees that the obligations of the
Company under this Agreement are not binding upon any shareholder
or Trustee of the Company personally, but bind only the Company and
the Company's property; OFI represents that it has notice of the
provisions of the Declaration of Trust of the Company disclaiming
shareholder or Trustee liability for acts or obligations of the
Company.
10. Termination.
This Agreement may be terminated (i) by OFI at any time
without penalty upon sixty days' written notice to the Company
(which notice may be waived by the Company); or (ii) by the Company
at any time without penalty upon sixty days' written notice to OFI
(which notice may be waived by OFI) provided that such termination
by the Company shall be directed or approved by the vote of a
majority of all of the Trustees of the Company then in office or by
the vote of the holders of a "majority" of the outstanding voting
securities of the Company (as defined in the Investment Company
Act).
11. Assignment or Amendment:
This Agreement may not be amended, or the rights of OFI
hereunder sold, transferred, pledged or otherwise in any manner
encumbered without the affirmative vote or written consent of the
holders of the "majority" of the outstanding voting securities of
the Company. This Agreement shall automatically and immediately
terminate in the event of its "assignment," as defined in the
Investment Company Act.
<PAGE>
12. Definitions:
The terms and provisions of the Agreement shall be
interpreted and defined in a manner consistent with the provisions
and definitions contained in the Investment Company Act.
OPPENHEIMER QUEST FOR VALUE FUNDS
Attest: /s/ ROBERT G. ZACK By: /s/ BRIDGET A. MACASKILL
Robert G. Zack Bridget A. Macaskill
Title: President
OPPENHEIMERFUNDS, INC.
Attest: /s/ KATHERINE P. FELD By: /s/ ANDREW J. DONOHUE
Katherine P. Feld Andrew J. Donohue
Secretary Executive Vice President
<PAGE>
Schedule A
To
Investment Advisory Agreement
Between
Oppenheimer Quest For Value Funds
and
OppenheimerFunds, Inc.
name of Series Annual Fee as a Percentage of Daily Total Net
Assets
Growth and Income
Value Fund 0.85% of all net assets
Officers Value Fund 1.00% of all net assets
Small Cap Value Fund 1.00% of first $400 million of net assets
0.90% of next $400 million of net assets
0.85% of net assets over $800 million
Opportunity Value
Fund 1.00% of first $400 million of net assets
0.90% of next $400 million of net assets
0.85% of net assets of $800 million
don\invest#2.ag1
<PAGE>
<TABLE>
<CAPTION> Exhibit B
INFORMATION ON COMPARABLE FUNDS MANAGED
BY OPPENHEIMERFUNDS, INC.
APPROXIMATE ADVISORY FEE RATE
NET ASSETS AS OF AS % OF AVERAGE
NAME OF FUND 12/31/96 (Millions) ANNUAL NET ASSETS
<S> <C> <C>
Oppenheimer Global Emerging $168.7 1.0% on the first $50 million
Growth Fund .75% on the next $150 million
.72% on the next $200 million
.69% on the next $200 million
.66% on the next $200 million
.60% of net assets in excess of $800 million
- - --------------------------------------------------------------------------------------------------------------------
- - ---------------------
Oppenheimer Value Stock Fund $189.8 .75% on the first $100 million
.72% on the next $200 million
.69% on the next $200 million
.66% of net assets in excess of $500 million
- - --------------------------------------------------------------------------------------------------------------------
- - ----------------
Oppenheimer Fund $296.8 .75% on the first $200 million
Oppenheimer Enterprise Fund $67.3 .72% on the next $200 million
.69% on the next $200 million
.66% on the next $200 million
.60% of net assets in excess of $800 million
- - --------------------------------------------------------------------------------------------------------------------
- - ---------------------
Oppenheimer Capital Appreciation $957.2 .75% on the first $200 million
Fund .72% on the next $200 million
Oppenheimer Discovery Fund $1,373.8 .69% on the next $200 million
Oppenheimer Growth Fund $1,552.1 .66% on the next $200 million
.60% on the next $700 million
.58% of net assets in excess of $1.5 billion
- - --------------------------------------------------------------------------------------------------------------------
- - ---------------------
Oppenheimer Global Fund $3,228.2 .80% on the first $250 million
.77% on the next $250 million
.75% on the next $500 million
.69% on the next $1 billion
.67% on the next $1.5 billion
.65% of net assets in excess of $3.5 billion
- - --------------------------------------------------------------------------------------------------------------------
- - ---------------------
*Oppenheimer Quest Value $622.6
Fund, Inc. 1.0% on the first $400 million
*Oppenheimer Quest Small Cap $160.2 .90% on the next $400 million
Value Fund .85% of net assets in excess of $800 million
*Oppenheimer Quest Small Cap $2,087.5
Value Fund
/TABLE
<PAGE>
<TABLE>
<CAPTION> APPROXIMATE ADVISORY FEE RATE
NET ASSETS AS OF AS % OF AVERAGE
NAME OF FUND 12/31/96 (Millions) ANNUAL NET ASSETS
<S> <C> <C>
*Oppenheimer Quest Global $251.7 .75% on the first $400 million
Value Fund, Inc. .70% on the next $400 million
.65% of net assets in excess of $800 million***
- - --------------------------------------------------------------------------------------------------------------------
- - ---------------------
*Oppenheimer Quest Officers $10.9 1.0% of its total assets**
Value Fund
- - --------------------------------------------------------------------------------------------------------------------
- - -----------------
Oppenheimer Disciplined Value Fund $198.6 .625% on the first $300 million
.500% on the next $100 million
.450% of net assets in excess of $400 million
- - --------------------------------------------------------------------------------------------------------------------
- - -----------------
Oppenheimer International $33.4 .80% on the first $250 million
Growth Fund .77% on the next $250 million
.75% on the next $500 million
.69% on the next $1 billion
.67% of net assets in excess of $2 billion
- - --------------------------------------------------------------------------------------------------------------------
- - -------------------
The following series of
Oppenheimer Variable Account
Funds .75% of the first $200 million
Oppenheimer Growth Fund $285.8 .72% of the next $200 million
Oppenheimer Capital Appreciation $618.7 .69% of the next $200 million
Fund .66% of the next $200 million
Oppenheimer Global Securities Fund $580.9 .60% of net assets in excess of $800 million
__________________________
* OFI pays a sub-advisory fee to OpCap Advisors to provide day-to-day portfolio management of the Fund. OFI
pays OpCap Advisors monthly an annual fee based on the average daily net assets of the Fund equal to 40% of the
advisory fee collected by OFI based on the total net assets of the Fund as of November 22, 1995 (the "base amount")
plus 30% of the investment advisors fee collected by OFI based on the total net assets of the Fund that exceed the
base amount.
** Effective August 1, 1996, OFI voluntarily agreed to waive that portion of its management fee equal to what
OFI would have been required to pay OpCap Advisors as the sub-advisory fee. Effective as of such date, the sub-
advisor voluntarily agreed to waive its subadvisory fee, stated in the above footnote.
*** Oppenheimer Global Value Fund, Inc. also pays OFI an annual administration fee equal to 0.25% of average
annual net assets.
</TABLE>
<PAGE>
Exhibit C
SUBADVISORY AGREEMENT
THIS AGREEMENT is made by and between OppenheimerFunds, Inc.,
a Colorado corporation (the "Adviser"), and OpCap Advisors, a
Delaware general partnership (the "Subadviser"), as of the date set
forth below.
RECITAL
WHEREAS, Oppenheimer Quest For Value Funds (the "Company") is
registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end, management investment company;
WHEREAS, the Adviser is registered under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), as an
investment adviser and engages in the business of acting as an
investment adviser;
WHEREAS, the Subadviser is registered under the Advisers Act
as an investment adviser and engages in the business of acting as
an investment adviser;
WHEREAS, the Company's Declaration of Trust authorizes the
Board of Trustees of the Company to classify or reclassify
authorized but unissued shares of the Company into series of shares
representing interests in various investment portfolios;
WHEREAS, pursuant to such authority, the Company has
established the Small Cap Value Fund (the "Fund");
WHEREAS, the Adviser has entered into an Investment Advisory
Agreement as of November 22, 1995 with the Company (the "Investment
Advisory Agreement"), pursuant to which the Adviser acts as
investment adviser with respect to the Fund; and
WHEREAS, pursuant to Paragraph 2 of the Investment Advisory
Agreement, the Adviser has retained and wishes to continue to
retain the Subadviser for purposes of rendering investment advisory
services to the Adviser in connection with the Fund upon the terms
and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of
which are hereby acknowledged, the parties hereto agree as follows:
I. Appointment and Obligations of the Adviser.
The Adviser hereby appoints the Subadviser to render, to the
Adviser with respect to the Fund, investment research and advisory
services as set forth below in Section II, under the supervision of
the Adviser and subject to the approval and direction of the
Company's Board of Trustees (the "Board"), and the Subadviser
hereby accepts such appointment, all subject to the terms and
conditions contained herein. The Subadviser shall, for all
purposes herein, be deemed an independent contractor and shall not
have, unless otherwise expressly provided or authorized,
any authority to act for or represent the Company or the Fund in
any way or otherwise to serve as or be deemed an agent of the
Company or the Fund.
II. Duties of the Subadviser and the Adviser.
A. Duties of the Subadviser.
The Subadviser shall regularly provide investment advice with
respect to the Fund and shall, subject to the terms of this
Agreement, continuously supervise the investment and reinvestment
of cash, securities and instruments or other property comprising
the assets of the Fund, and in furtherance thereof, the
Subadviser's duties shall include:
1. Obtaining and evaluating pertinent information about
significant developments and economic, statistical and
financial data, domestic, foreign or otherwise, whether
affecting the economy generally or the Fund, and whether
concerning the individual issuers whose securities are
included in the Fund or the activities in which such
issuers engage, or with respect to securities which the
Subadviser considers desirable for inclusion in the
Fund's investment portfolio;
2. Determining which securities shall be purchased,
sold or exchanged by the Fund or otherwise represented in
the Fund's investment portfolio and regularly reporting
thereon to the Adviser and, at the request of the
Adviser, to the Board;
3. Formulating and implementing continuing programs for
the purchases and sales of the securities of such issuers
and regularly reporting thereon to the Adviser and, at
the request of the Adviser, to the Board; and
4. Taking, on behalf of the Fund, all actions that
appear to the Subadviser necessary to carry into effect
such investment program, including the placing of
purchase and sale orders, and making appropriate reports
thereon to the Adviser and the Board.
B. Duties of the Adviser.
The Adviser shall retain responsibility for, among other
things, providing the following advice and services with respect to
the Fund:
1. Without limiting the obligation of the Subadviser
to so comply, the Adviser shall monitor the
investment program maintained by the Subadviser for
the Fund to ensure that the Fund's assets are
invested in compliance with this Agreement and the
Fund's Registration Statement, as currently in
effect from time to time; and
2. The Adviser shall oversee matters relating to Fund
promotion, including, but not limited to, marketing
materials and the Subadviser's reports to the
Board.
III. Representations, Warranties and Covenants.
A. Representations, Warranties and Covenants of the
Subadviser.
1. Organization. The Subadviser is now, and will
continue to be, a general partnership duly formed and
validly existing under the laws of its jurisdiction of
formation, fully authorized to enter into this Agreement
and carry out its duties and obligations hereunder.
2. Registration. The Subadviser is registered as an
investment adviser with the Securities and Exchange
Commission (the "SEC") under the Advisers Act, and is
registered or licensed as an investment adviser under the
laws of all jurisdictions in which its activities require
it to be so registered or licensed, except where the
failure to be so licensed would not have a material
adverse effect on the Subadviser. The Subadviser shall
maintain such registration or license in effect at all
times during the term of this Agreement.
3. Best Efforts. The Subadviser at all times shall
provide its best judgment and effort to the Adviser and
the Fund in carrying out its obligations hereunder.
4. Other Covenants. The Subadviser further agrees
that:
a. it will use the same skill and care in
providing such services as it uses in
providing services to other accounts for which
it has investment management responsibilities;
b. it will not make loans to any person to
purchase or carry units of beneficial interest
in the Fund or make loans to the Fund;
c. it will report regularly to the Fund and to
the Adviser and will make appropriate persons
available for the purpose of reviewing with
representatives of the Adviser on a regular
basis the management of the Fund, including,
without limitation, review of the general
investment strategy of the Fund, economic
considerations and general conditions
affecting the marketplace;
d. as required by applicable laws and
regulations, it will maintain books and
records with respect to the Fund's securities
transactions and it will furnish to the
Adviser and to the Board such periodic and
special reports as the Adviser or the Board
may reasonably request;
e. it will treat confidentially and as
proprietary information of the Fund all
records and other information relative to the
Fund, and will not use records and information
for any purpose other than performance of its
responsibilities and duties hereunder, except
after prior notification to and approval in
writing by the Fund or when so requested by
the Fund or required by law or regulation;
f. it will, on a continuing basis and at its own
expense, (1) provide the distributor of the
Fund (the "Distributor") with assistance in
the distribution and marketing of the Fund in
such amount and form as the Adviser may
reasonably request from time to time, and (2)
use its best efforts to cause the portfolio
manager or other person who manages or is
responsible for overseeing the management of
the Fund's portfolio (the "Portfolio Manager")
to provide marketing and distribution
assistance to the Distributor, including,
without limitation, conference calls, meetings
and road trips, provided that each Portfolio
Manager shall not be required to devote more
than 10% of his or her time to such marketing
and distribution activities;
g. it will use its reasonable best efforts (i) to
retain the services of the Portfolio Manager
who manages the portfolio of the Fund, from
time to time and (ii) to promptly obtain the
services of a Portfolio Manager acceptable to
the Adviser if the services of the Portfolio
Manager are no longer available to the
Subadviser;
h. it will, from time to time, assure that each
Portfolio Manager is acceptable to the
Adviser;
i. it will obtain the written approval of the
Adviser prior to designating a new Portfolio
Manager; provided, however, that, if the
services of a Portfolio Manager are no longer
available to the Subadviser due to
circumstances beyond the reasonable control of
the Subadviser (e.g., voluntary resignation,
death or disability), the Subadviser may
designate an interim Portfolio Manager who (a)
shall be reasonably acceptable to the Adviser
and (b) shall function for a reasonable period
of time until the Subadviser designates an
acceptable permanent replacement; and
<PAGE>
j. it will promptly notify the Adviser of any
impending change in Portfolio Manager,
portfolio management or any other material
matter that may require disclosure to the
Board, shareholders of the Fund or dealers.
B. Representations, Warranties and Covenants of the Adviser.
1. Organization. The Adviser is now, and will continue
to be, duly organized and in good standing under the laws
of its state of incorporation, fully authorized to enter
into this Agreement and carry out its duties and
obligations hereunder.
2. Registration. The Adviser is registered as an
investment adviser with the SEC under the Advisers Act,
and is registered or licensed as an investment adviser
under the laws of all jurisdictions in which its
activities require it to be so registered or licensed.
The Adviser shall maintain such registration or license
in effect at all times during the term of this Agreement.
3. Best Efforts. The Adviser at all times shall
provide its best judgment and effort to the Fund in
carrying out its obligations hereunder. For a period of
five years from November 22, 1995, and subject to the
Adviser's fiduciary obligations to the Fund and its
shareholders, the Adviser will not recommend to the Board
that the Fund be reorganized into another Fund unless the
total net assets of the Fund are less than $100 million
at the time of such reorganization.
IV. Compliance with Applicable Requirements.
In carrying out its obligations under this Agreement, the
Subadviser shall at all times conform to:
A. all applicable provisions of the 1940 Act and any rules
and regulations adopted thereunder;
B. the provisions of the registration statement of the
Company, as the same may be amended from time to time,
under the Securities Act of 1933, as amended, and the
1940 Act;
C. the provisions of the Company's Declaration of Trust or
other governing document, as amended from time to time;
D. the provisions of the By-laws of the Company, as amended
from time to time;
E. any other applicable provisions of state or federal law;
and
<PAGE>
F. guidelines, investment restrictions, policies, procedures
or instructions adopted or issued by the Company, the
Fund or the Adviser from time to time.
The Adviser shall promptly notify the Subadviser of any
changes or amendments to the provisions of B., C., D. and F. above
when such changes or amendments relate to the obligations of the
Subadviser.
V. Control by the Board.
Any investment program undertaken by the Subadviser pursuant
to this Agreement, as well as any other activities undertaken by
the Subadviser with respect to the Fund, shall at all times be
subject to any directives of the Adviser and the Board.
VI. Books and Records.
The Subadviser agrees that all records which it maintains for
the Fund on behalf of the Adviser are the property of the Fund and
further agrees to surrender promptly to the Fund or to the Adviser
any of such records upon request. The Subadviser further agrees to
preserve for the periods prescribed by applicable laws, rules and
regulations all records required to be maintained by the Subadviser
on behalf of the Adviser under such applicable laws, rules and
regulations, or such longer period as the Adviser may reasonably
request from time to time.
VII. Broker-Dealer Relationships.
A. Portfolio Trades.
The Subadviser, at its own expense, and to the extent
appropriate, in consultation with the Adviser, shall place all
orders for the purchase and sale of portfolio securities for the
Fund with brokers or dealers selected by the Subadviser, which may
include, to the extent permitted by the Adviser and the Fund,
brokers or dealers affiliated with the Subadviser. The Subadviser
shall use its best efforts to seek to execute portfolio
transactions at prices that are advantageous to the Fund and at
commission rates that are reasonable in relation to the benefits
received.
B. Selection of Broker-Dealers.
With respect to the execution of particular transactions,
the Subadviser may, to the extent permitted by the Adviser and the
Fund, select brokers or dealers who also provide brokerage and
research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934, as amended) to the Fund and/or
the other accounts over which the Subadviser or its affiliates
exercise investment discretion. The Subadviser is authorized to
pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the
Fund that is in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction if the
Subadviser determines in good faith that such amount of commission
is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular
transaction or the overall responsibilities that the Subadviser and
its affiliates have with respect to accounts over which they
exercise investment discretion. The Adviser, Subadviser and the
Board shall periodically review the commissions paid by the Fund to
determine, among other things, if the commissions paid over
representative periods of time were reasonable in relation to the
benefits received.
C. Soft Dollar Arrangements.
The Subadviser may enter into "soft dollar" arrangements
through the agency of third parties on behalf of the Adviser. Soft
dollar arrangements for services may be entered into in order to
facilitate an improvement in performance in respect of the
Subadviser's service to the Adviser with respect to the Fund. The
Subadviser makes no direct payments but instead undertakes to place
business with broker-dealers who in turn pay third parties who
provide these services. Soft dollar transactions will be conducted
on an arm's-length basis, and the Subadviser will secure best
execution for the Adviser. Any arrangements involving soft dollars
and/or brokerage services shall be effected in compliance with
Section 28(e) of the Securities Exchange Act of 1934, as amended,
and the policies that the Adviser and the Board may adopt from time
to time. The Subadviser agrees to provide reports to the Adviser
as necessary for purposes of providing information on these
arrangements to the Board.
VIII. Compensation.
A. Amount of Compensation. The Adviser shall pay the
Subadviser, as compensation for services rendered
hereunder, from its own assets, an annual fee, payable
monthly, equal to 40% of the investment advisory fee
collected by the Adviser from the Fund, based on the
total net assets of the Fund existing as of November 22,
1995 (the "base amount"), plus 30% of the advisory fee
collected by the Adviser, based on the total net assets
of the Fund that exceed the base amount (the "marginal
amount"), in each case calculated after any waivers,
voluntary or otherwise.
B. Calculation of Compensation. Except as hereinafter set
forth, compensation under this Agreement shall be
calculated and accrued on the same basis as the advisory
fee paid to the Adviser by the Fund. If this Agreement
becomes effective subsequent to the first day of a month
or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is
in effect shall be prorated in a manner consistent with
the calculation of the fees set forth above.
C. Payment of Compensation: Subject to the provisions of
this paragraph, payment of the Subadviser's compensation
for the preceding month shall be made within 15 days
after the end of the preceding month.
D. Reorganization of the Fund. If the Fund is reorganized
with another investment company for which the Subadviser
does not serve as an investment adviser or subadviser,
and the Fund is the surviving entity, the subadvisory fee
payable under this section shall be adjusted in an
appropriate manner as the parties may agree.
IX. Allocation of Expenses.
The Subadviser shall pay the expenses incurred in providing
services in connection with this Agreement, including, but not
limited to, the salaries, employment benefits and other related
costs of those of its personnel engaged in providing investment
advice to the Fund hereunder, including, without limitation, office
space, office equipment, telephone and postage costs and other
expenses. In the event of an "assignment" of this Agreement, other
than an assignment resulting solely by action of the Adviser or an
affiliate thereof, the Subadviser shall be responsible for payment
of all costs and expenses incurred by the Adviser and the Fund
relating thereto, including, but not limited to, reasonable legal,
accounting, printing and mailing costs related to obtaining
approval of Fund shareholders.
X. Non-Exclusivity.
The services of the Subadviser with respect to the Company and
the Fund are not to be deemed to be exclusive, and the Subadviser
shall be free to render investment advisory and administrative or
other services to others (including other investment companies) and
to engage in other activities, subject to the provisions of a
certain Agreement Not to Compete dated as of November 22, 1995
among the Adviser, Oppenheimer Capital, the Subadviser and Quest
For Value Distributors (the "Agreement Not to Compete"). It is
understood and agreed that officers or directors of the Subadviser
may serve as officers or directors of the Adviser or of the Fund;
that officers or directors of the Adviser or of the Company may
serve as officers or directors of the Subadviser to the extent
permitted by law; and that the officers and directors of the
Subadviser are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from
serving as partners, officers, directors or trustees of any other
firm or trust, including other investment advisory companies
(subject to the provisions of the Agreement Not to Compete)
provided it is permitted by applicable law and does not adversely
affect the Company or the Fund.
XI. Term.
This Agreement shall become effective at the close of business
on the date hereof and shall remain in force and effect, subject to
Paragraphs XII.A and XII.B hereof and approval by the Fund's
shareholders, for a period of two years from the date hereof.
XII. Renewal.
Following the expiration of its initial two-year term, the
Agreement shall continue in full force and effect from year to year
until November 22, 2005, provided that such continuance is
specifically approved:
A. at least annually (1) by the Board or by the vote of a
majority of the Fund's outstanding voting securities (as
defined in Section 2(a)(42) of the 1940 Act), and (2) by
the affirmative vote of a majority of the Trustees who
are not parties to this Agreement or interested persons
of a party to this Agreement (other than as a Trustee of
the Fund), by votes cast in person at a meeting
specifically called for such purpose; or
B. by such method required by applicable law, rule or
regulation then in effect.
XIII. Termination.
A. Termination by the Company. This Agreement may be
terminated at any time, without the payment of any
penalty, by vote of the Board or by vote of a majority of
the Fund's outstanding voting securities, on sixty (60)
days' written notice. The notice provided for herein may
be waived by the party required to be notified.
B. Assignment. This Agreement shall automatically terminate
in the event of its "assignment," as defined in Section
2 (a) (4) of the 1940 Act. In the event of an assignment
that occurs solely due to the change in control of the
Subadviser (provided that no condition exists that
permits, or, upon the consummation of the assignment,
will permit, the termination of this Agreement by the
Adviser pursuant to Section XIII. D. hereof), the Adviser
and the Subadviser, at the sole expense of the
Subadviser, shall use their reasonable best efforts to
obtain shareholder approval of a successor Subadvisory
Agreement on substantially the same terms as contained in
this Agreement.
C. Payment of Fees After Termination. Notwithstanding the
termination of this Agreement prior to the tenth
anniversary of November 22, 1995, the Adviser shall
continue to pay to the Subadviser the subadvisory fee for
the term of this Agreement and any renewals thereof
through such tenth anniversary, if: (1) the Adviser or
the Company terminates this Agreement for a reason other
than the reasons set forth in Section XIII.D. hereof,
provided the Investment Advisory Agreement remains in
effect; (2) the Fund reorganizes with another investment
company advised by the Adviser (or an affiliate of the
Adviser) and for which the Subadviser does not serve as
an investment adviser or subadviser and such other
investment company is the surviving entity; or (3) the
Investment Advisory Agreement terminates (i) by reason of
an "assignment;" (ii) because the Adviser is disqualified
from serving as an investment adviser; or (iii) by reason
of a voluntary termination by the Adviser; provided that
the Subadviser does not serve as the investment adviser
or subadviser of the Fund after such termination of the
Investment Advisory Agreement. The amount of the
subadvisory fee paid pursuant to this section shall be
calculated on the basis of the Fund's net assets measured
at the time of such termination or such reorganization.
Notwithstanding anything to the contrary, if the
Subadviser terminates this Agreement or if this Agreement
is terminated by operation of law, due solely to an act
or omission by the Subadviser, Oppenheimer Capital
("OpCap") or their respective partners, subsidiaries,
directors, officers, employees or agents (other than by
reason of an "assignment"of this Agreement), then the
Adviser shall not be liable for any further payments
under this Agreement, provided, however, that if at any
time prior to the end of the term of the Agreement Not to
Compete any event that would have permitted the
termination of this Agreement by the Adviser pursuant to
Section XIII. D. (3) hereof occurs, the Adviser shall be
under no further obligation to pay any subadvisory fees.
D. Termination by the Adviser. The Adviser may terminate
this Agreement without penalty and without the payment of
any fee or penalty, immediately after giving written
notice, upon the occurrence of any of the following
events:
1. The Fund's investment performance of the Fund's
Class A shares compared to the appropriate universe
of Class A shares (or their equivalent), as set
forth on Schedule D-1, as amended from time to
time, ranks in the bottom quartile for two
consecutive calendar years (beginning with the
calendar year 1995) and earns a Morningstar three-
year rating of less than three (3) stars at the
time of such termination; or
2. Any of the Subadviser, OpCap, their respective
partners, subsidiaries, affiliates, directors,
officers, employees or agents engages in an action
or omits to take an action that would cause the
Subadviser or OpCap to be disqualified in any
manner under Section 9(a) of the 1940 Act, if the
SEC were not to grant an exemptive order under
Section 9(c) thereof or that would constitute
grounds for the SEC to deny, revoke or suspend the
registration of the Subadviser as an investment
adviser with the SEC;
3. Any of OpCap, the Subadviser, their respective
partners, subsidiaries, affiliates, directors,
officers, employees or agents causes a material
violation of the Agreement Not to Compete which is
not cured in accordance with the provisions of that
agreement; or
4. The Subadviser breaches the representations
contained in Paragraph III.A.4.i. of this Agreement
or any other material provision of this Agreement,
and any such breach is not cured within a
reasonable period of time after notice thereof from
the Adviser to the Subadviser. However, consistent
with its fiduciary obligations, for a period of
seven months the Adviser will not terminate this
Agreement solely because the Subadviser has failed
to designate an acceptable permanent replacement to
a Portfolio Manager whose services are no longer
available to the Subadviser due to circumstances
beyond the reasonable control of the Subadviser,
provided that the Subadviser uses its reasonable
best efforts to promptly obtain the services of a
Portfolio Manager acceptable to the Adviser and
further provided that the Adviser has not
unreasonably withheld approval of such replacement
Portfolio Manager.
E. Transactions in Progress upon Termination. The Adviser
and Subadviser will cooperate with each other to ensure
that portfolio or other transactions in progress at the
date of termination of this Agreement shall be completed
by the Adviser in accordance with the terms of such
transactions, and to this end the Subadviser shall
provide the Adviser with all necessary information and
documentation to secure the implementation thereof.
XIV. Non-Solicitation.
During the term of this Agreement, the Adviser (and its
affiliates under its control) shall not solicit or knowingly assist
in the solicitation of any Portfolio Manager of the Fund or any
portfolio assistant of the Fund then employed by the Subadviser or
OpCap, provided, however, that the Adviser (or its affiliates) may
solicit or hire any such individual who (A) the Subadviser or OpCap
(or its affiliates) has terminated or (B) has voluntarily
terminated his or her employment with the Subadviser, OpCap (or its
affiliates) without inducement of the Adviser (or its affiliates
under its control) prior to the time of such solicitation.
Advertising in general circulation newspapers or industry
newsletters by the Adviser shall not constitute "inducement" by the
Adviser (or its affiliates under its control).
XV. Liability of the Subadviser.
In the absence of willful misfeasance, bad faith, negligence
or reckless disregard of obligations or duties hereunder on the
part of the Subadviser or any of its officers, directors or
employees, the Subadviser shall not be subject to liability to the
Adviser for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security;
provided, however, that the foregoing shall not be construed to
relieve the Subadviser of any liability it may have arising under
the Agreement Not to Compete or the Acquisition Agreement dated
August 15, 1995, among the Subadviser, the Adviser and certain
affiliates of the Subadviser.
XVI. Notices.
Any notice or other communication required or that may be
given hereunder shall be in writing and shall be delivered
personally, telecopied, sent by certified, registered or express
mail, postage prepaid or sent by national next-day delivery service
and shall be deemed given when so delivered personally or
telecopied, or if mailed, two days after the date of mailing, or if
by next-day delivery service, on the business day following
delivery thereto, as follows or to such other location as any party
notifies any other party:
A. if to the Adviser, to:
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Attention: Andrew J. Donohue
Executive Vice President and General Counsel
Telecopier: 212-321-1159
B. if to the Subadviser, to:
OpCap Advisors
c/o Oppenheimer Capital
225 Liberty Street
New York, New York 10281
Attention: Thomas E. Duggan
Secretary and General Counsel
Telecopier: 212-349-4759
XVII. Questions of Interpretation.
This Agreement shall be governed by the laws of the State of
New York applicable to agreements made and to be performed entirely
within the State of New York (without regard to any conflicts of
law principles thereof). Any question of interpretation of any
term or provision of this Agreement having a counterpart in or
otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and
to interpretations thereof, if any, by the United States Courts or,
in the absence of any controlling decision of any such court, by
rules, regulations or orders of the SEC issued pursuant to the 1940
Act. In addition, where the effect of a requirement of the 1940
Act reflected in any provision of this Agreement is revised by
rule, regulation or order of the SEC, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
XVIII. Form ADV - Delivery.
The Adviser hereby acknowledges that it has received from the
Subadviser a copy of the Subadviser's Form ADV, Part II as
currently filed, at least 48 hours prior to entering into this
Agreement and that it has read and understood the disclosures set
forth in the Subadviser's Form ADV, Part II.
XIX. Miscellaneous.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors.
XX. Counterparts.
This Agreement may be executed in counterparts, each of which
shall constitute an original and both of which, collectively, shall
constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers
as of the ____ day of ________, 1997.
OPPENHEIMERFUNDS, INC.
By:___________________________________
Name: Andrew J. Donohue
Title: Executive Vice President
OPCAP ADVISORS
By:____________________________________
Name:
Title:
<PAGE>
The universe of funds to which Class A shares of funds
subadvised by OpCap Advisors will be compared to so that it can be
determined in which quartile the performance ranks shall consist of
those funds with the same Lipper investment objective being offered
as the only class of shares of such fund or, in the case where
there is more than one class of shares being offered, with a front-
end load (typically referred to as Class A shares).
The present Lipper investment objective categories for the
funds are:
Fund Lipper Category
Oppenheimer Quest Value Fund, Inc. CA - Capital Appreciation
Oppenheimer Quest Global
Value Fund, Inc. GL - Global
Oppenheimer Quest Small Cap Value Fund FX - Flexible Portfolio
Oppenheimer Quest Small Cap Value Fund SG - Small Company Growth
Oppenheimer Quest Growth & Income
Value Fund GI - Growth & Income
Oppenheimer Quest Officers Value Fund CA - Capital Appreciation
Oppenheimer Quest Capital Value
Fund, Inc. CA - Capital Appreciation
LEGAG\SMALLCAP.251
<PAGE>
Exhibit D
AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
BETWEEN
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
AND
OPPENHEIMER QUEST FOR VALUE FUNDS
FOR CLASS A SHARES OF
OPPENHEIMER QUEST SMALL CAP VALUE FUND
AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND
AGREEMENT (the "Plan") dated the 22nd day of November, 1996, by
and between OPPENHEIMER QUEST FOR VALUE FUNDS (the "Trust") for the
account of its OPPENHEIMER QUEST SMALL CAP VALUE FUND (the "Fund")
and OPPENHEIMERFUNDS DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution
and service plan for Class A shares of the Fund (the "Shares"),
contemplated by Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940 (the "1940 Act"), pursuant to which the Fund
will compensate the Distributor for its services incurred in
connection with the distribution of Shares, and the personal
service and maintenance of shareholder accounts that hold Shares
("Accounts"). The Fund may act as distributor of securities of
which it is the issuer, pursuant to the Rule, according to the
terms of this Plan. The Distributor is authorized under the Plan
to pay "Recipients," as hereinafter defined, for rendering (1)
distribution assistance in connection with the sale of Shares
and/or (2) administrative support services with respect to
Accounts. Such Recipients are intended to have certain rights as
third-party beneficiaries under this Plan. The terms and
provisions of this Plan shall be interpreted and defined in a
manner consistent with the provisions and definitions contained in
(i) the 1940 Act, (ii) the Rule, (iii) Rule 2830 of the Conduct
Rules of the National Association of Securities Dealers, Inc., or
any amendment or successor to such rule (the "NASD Conduct Rules")
and (iv) any conditions pertaining either to distribution-related
expenses or to a plan of distribution, to which the Fund is subject
under any order on which the Fund relies, issued at any time by the
Securities and Exchange Commission.
2. Definitions. As used in this Plan, the following terms
shall have the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
person or entity which: (i) has rendered assistance (whether
direct, administrative or both) in the distribution of Shares or
has provided administrative support services with respect to Shares
held by Customers (defined below) of the Recipient; (ii) shall
furnish the Distributor (on behalf of the Fund) with such
information as the Distributor shall reasonably request to answer
such questions as may arise concerning the sale of Shares; and
(iii) has been selected by the Distributor to receive payments
under the Plan. Notwithstanding the foregoing, a majority of the
Trust's Board of Trustees (the "Board") who are not "interested
persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreements relating to this Plan (the "Independent Trustees") may
remove any broker, dealer, bank or other person or entity as a
Recipient, whereupon such person's or entity's rights as a third-
party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient, or
(ii) such brokerage or other customers, or investment advisory or
other clients of such Recipient and/or accounts as to which such
Recipient is a fiduciary or custodian or co-fiduciary or co-
custodian (collectively, the "Customers"), but in no event shall
any such Shares be deemed owned by more than one Recipient for
purposes of this Plan. In the event that more than one person or
entity would otherwise qualify as Recipients as to the same Shares,
the Recipient which is the dealer of record on the Fund's books as
determined by the Distributor shall be deemed the Recipient as to
such Shares for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative
Support Services.
(a) The Fund will make payments to the Distributor (i) within
forty-five (45) days of the end of each calendar quarter, in the
aggregate amount of 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset
value of the Shares computed as of the close of each business day
(the "Service Fee"), plus (ii) within ten (10) days of the end of
each month, in the aggregate 0.020833% (0.25% on an annual basis)
of the average during the calendar quarter of the aggregate net
asset value of the Shares computed as of the close of each business
day (the "Asset-Based Sales Charge"). Such Service Fee payments
received from the Fund will compensate the Distributor and
Recipients for providing administrative support services with
respect to Accounts. Such Asset-Based Sales Charge payments
received from the Fund will compensate the Distributor and
Recipients for providing distribution assistance in connection with
the sale of Shares.
The administrative support services in connection with the
Accounts to be rendered by Recipients may include, but shall not be
limited to, the following: answering routine inquiries concerning
the Fund, assisting in establishing and maintaining accounts or
sub-accounts in the Fund and processing Share redemption
transactions, making the Fund's investment plans and dividend
payment options available, and providing such other information and
services in connection with the rendering of personal services
and/or the maintenance of Accounts, as the Distributor or the Fund
may reasonably request.
The distribution assistance in connection with the sale of
Shares to be rendered by the Distributor and by Recipients may
include, but shall not be limited to, the following: distributing
sales literature and prospectuses other than those furnished to
current holders of the Fund's Shares ("Shareholders"), and
providing such other information and services in connection with
the distribution of Shares as the Distributor or the Fund may
reasonably request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for
payment under the Plan if it has Qualified Holdings of Shares to
entitle it to payments under the Plan. In the event that either
the Distributor or the Board should have reason to believe that,
notwithstanding the level of Qualified Holdings, a Recipient may
not be rendering appropriate distribution assistance in connection
with the sale of Shares or administrative support services for the
Accounts, then the Distributor, at the request of the Board, shall
require the Recipient to provide a written report or other
information to verify that said Recipient is providing appropriate
distribution assistance and/or services in this regard. If the
Distributor or the Board of Trustees still is not satisfied, either
may take appropriate steps to terminate the Recipient's status as
such under the Plan, whereupon such Recipient's rights as a third-
party beneficiary hereunder shall terminate.
(b) The Distributor shall make service fee payments to any
Recipient quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed 0.0625% (0.25% on an
annual basis) of the average during the calendar quarter of the
aggregate net asset value of Shares, computed as of the close of
each business day, constituting Qualified Holdings owned
beneficially or of record by the Recipient or by its Customers for
a period of more than the minimum period (the "Minimum Holding
Period"), if any, to be set from time to time by a majority of the
Independent Trustees.
Alternatively, the Distributor may, at its sole option, make
service fee payments ("Advance Service Fee Payments") to any
Recipient quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed (i) 0.25% of the average
during the calendar quarter of the aggregate net asset value of
Shares, computed as of the close of business on the day such Shares
are sold, constituting Qualified Holdings sold by the Recipient
during that quarter and owned beneficially or of record by the
Recipient or by its Customers, plus (ii) 0.0625% (0.25% on an
annual basis) of the average during the calendar quarter of the
aggregate net asset value of Shares computed as of the close of
each business day, constituting Qualified Holdings owned
beneficially or of record by the Recipient or by its Customers for
a period of more than one (1) year, subject to reduction or
chargeback so that the Advance Service Fee Payments do not exceed
the limits on payments to Recipients that are, or may be, imposed
by Rule 2830 of the NASD Conduct Rules. In the event Shares are
redeemed less than one year after the date such Shares were sold,
the Recipient is obligated and will repay to the Distributor on
demand a pro rata portion of such Advance Service Fee Payments,
based on the ratio of the time such shares were held to one (1)
year.
The Advance Service Fee Payments described in part (i) of the
preceding sentence may, at the Distributor's sole option, be made
more often than quarterly, and sooner than the end of the calendar
quarter. In addition, the Distributor may make asset-based sales
charge payments to any Recipient quarterly, within forty-five (45)
days of the end of each calendar quarter, at a rate not to exceed
0.0625% (0.25% on an annual basis) of the average during the
calendar quarter of the aggregate net asset value of Shares
computed as of the close of each business day, constituting
Qualified Holdings owned beneficially or of record by the Recipient
or its Customers. However, no such service fee or asset-based
sales charge payments (collectively, the "Recipient Payments")
shall be made to any Recipient for any such quarter in which its
Qualified Holdings do not equal or exceed, at the end of such
quarter, the minimum amount ("Minimum Qualified Holdings"), if any,
to be set from time to time by a majority of the Independent
Trustees.
A majority of the Independent Trustees may at any time or from
time to time decrease and thereafter adjust the rate of fees to be
paid to the Distributor or to any Recipient, but not to exceed the
rates set forth above, and/or direct the Distributor to increase or
decrease the Minimum Holding Period or the Minimum Qualified
Holdings. The Distributor shall notify all Recipients of the
Minimum Qualified Holdings or Minimum Holding Period, if any, and
the rates of Recipient Payments hereunder applicable to Recipients,
and shall provide each Recipient with written notice within thirty
(30) days after any change in these provisions. Inclusion of such
provisions or a change in such provisions in a revised current
prospectus shall constitute sufficient notice. The Distributor may
make Plan payments to any "affiliated person" (as defined in the
1940 Act) of the Distributor if such affiliated person qualifies as
a Recipient.
(c) The Service Fee and the Asset-Based Sales Charge on
Shares are subject to reduction or elimination of such amounts
under the limits to which the Distributor is, or may become,
subject under Rule 2830 of the NASD Conduct Rules. The
distribution assistance and administrative support services to be
rendered by the Distributor in connection with the Shares may
include, but shall not be limited to, the following: (i) paying
sales commissions to any broker, dealer, bank or other person or
entity that sells Shares, and\or paying such persons Advance
Service Fee Payments in advance of, and\or greater than, the amount
provided for in Section 3(b) of this Agreement; (ii) paying
compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Recipients; (iii) obtaining
financing or providing such financing from its own resources, or
from an affiliate, for interest and other borrowing costs of the
Distributor's unreimbursed expenses incurred in rendering
distribution assistance and administrative support services to the
Fund; (iv) paying other direct distribution costs, including
without limitation the costs of sales literature, advertising and
prospectuses (other than those furnished to current Shareholders)
and state "blue sky" registration expenses; and (v) providing any
service rendered by the Distributor that a Recipient may render
pursuant to part (a) of this Section 3. Such services include
distribution assistance and administrative support services
rendered in connection with Shares acquired (i) by purchase, (ii)
in exchange for shares of another investment company for which the
Distributor serves as distributor or sub-distributor, or (iii)
pursuant to a plan of reorganization to which the Fund is a party.
In the event that the Board should have reason to believe that the
Distributor may not be rendering appropriate distribution
assistance or administrative support services in connection with
the sale of Shares, then the Distributor, at the request of the
Board, shall provide the Board with a written report or other
information to verify that the Distributor is providing appropriate
services in this regard.
(d) Under the Plan, payments may be made to Recipients: (i)
by OppenheimerFunds, Inc. ("OFI") from its own resources (which may
include profits derived from the advisory fee it receives from the
Fund), or (ii) by the Distributor (a subsidiary of OFI), from its
own resources, from Asset-Based Sales Charge payments or from its
borrowings.
(e) Notwithstanding any other provision of this Plan, this
Plan does not obligate or in any way make the Fund liable to make
any payment whatsoever to any person or entity other than directly
to the Distributor. In no event shall the amounts to be paid to
the Distributor exceed the rate of fees to be paid by the Fund to
the Distributor set forth in paragraph (a) of this Section 3.
4. Selection and Nomination of Trustees. While this Plan is
in effect, the selection and nomination of those persons to be
Trustees of the Trust who are not "interested persons" of the Fund
or the Trust ("Disinterested Trustees") shall be committed to the
discretion of such Disinterested Trustees. Nothing herein shall
prevent the Disinterested Trustees from soliciting the views or the
involvement of others in such selection or nomination if the final
decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Trustees.
5. Reports. While this Plan is in effect, the Treasurer of
the Trust shall provide at least quarterly a written reports to the
Trust's Board for its review, detailing services rendered in
connection with the distribution of the Shares, the amount of all
payments made and the purpose for which the payments were made.
The reports shall be provided quarterly and shall state whether all
provisions of Section 3 of this Plan have been complied with.
6. Related Agreements. Any agreement related to this Plan
shall be in writing and shall provide that: (i) such agreement may
be terminated at any time, without payment of any penalty, by a
vote of a majority of the Independent Trustees or by a vote of the
holders of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities of the Class, on not more than sixty
days written notice to any other party to the agreement; (ii) such
agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act); (iii) it shall go into
effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of
voting on such agreement; and (iv) it shall, unless terminated as
herein provided, continue in effect from year to year only so long
as such continuance is specifically approved at least annually by
a vote of the Board and its Independent Trustees cast in person at
a meeting called for the purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment.
This Amended and Restated Plan has been approved by a vote of the
Board and its Independent Trustees cast in person at a meeting
called on February 4, 1997 for the purpose of voting on this Plan,
and shall take effect as of the date first set forth above. Unless
terminated as hereinafter provided, it shall continue in effect
from year to year from the date first set forth above or as the
Board may otherwise determine only so long as such continuance is
specifically approved at least annually by a vote of the Board and
its Independent Trustees cast in person at a meeting called for the
purpose of voting on such continuance. This Plan may not be
amended to increase materially the amount of payments to be made
without approval of the Class A Shareholders, in the manner
described above, and all material amendments must be approved by a
vote of the Board and of the Independent Trustees. This Plan may
be terminated at any time by vote of a majority of the Independent
Trustees or by the vote of the holders of a "majority" (as defined
in the 1940 Act) of the Fund's outstanding voting securities of the
Class. In the event of such termination, the Board and its
Independent Trustees shall determine whether the Distributor is
entitled to payment from the Fund of all or a portion of the
Service Fee and/or the Asset-Based Sales Charge in respect of
Shares sold prior to the effective date of such termination.
8. Disclaimer of Shareholder and Trustee Liability. The
Distributor understands that the obligations of the Trust and the
Fund under this Plan are not binding upon any Trustee or
shareholder of the Fund personally, but bind only the Fund and the
Fund's property. The Distributor represents that it has notice of
the provisions of the Declaration of Trust of the Fund disclaiming
shareholder and Trustee liability for acts or obligations of the
Trust and the Fund.
OPPENHEIMER QUEST FOR VALUE FUNDS On Behalf of
OPPENHEIMER QUEST SMALL CAP VALUE FUND
By: ____________________________________
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:____________________________________
Andrew J. Donohue
Executive Vice President
OFMI/SMALLCAP.A<PAGE>
Exhibit E
AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
BETWEEN
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
AND
OPPENHEIMER QUEST FOR VALUE FUNDS
FOR CLASS B SHARES OF
OPPENHEIMER QUEST SMALL CAP VALUE FUND
AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND
AGREEMENT (the "Plan") dated the 22nd day of November, 1996, by and
between OPPENHEIMER QUEST FOR VALUE FUNDS (the "Trust") for the
account of its OPPENHEIMER QUEST SMALL CAP VALUE FUND (the "Fund")
and OPPENHEIMERFUNDS DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution
and service plan for Class B shares of the Fund (the "Shares"),
contemplated by Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940 (the "1940 Act"), pursuant to which the Fund
will compensate the Distributor for its services in connection with
the distribution of Shares, and the personal service and
maintenance of shareholder accounts that hold Shares ("Accounts").
The Fund may act as distributor of securities of which it is the
issuer, pursuant to the Rule, according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients,"
as hereinafter defined, for rendering (1) distribution assistance
in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are
intended to have certain rights as third-party beneficiaries under
this Plan. The terms and provisions of this Plan shall be
interpreted and defined in a manner consistent with the provisions
and definitions contained in (i) the 1940 Act, (ii) the Rule, (iii)
Rule 2830 of the Conduct Rules of the National Association of
Securities Dealers, Inc., or any amendment or successor to such
rule (the "NASD Conduct Rules") and (iv) any conditions pertaining
either to distribution-related expenses or to a plan of
distribution, to which the Fund is subject under any order on which
the Fund relies, issued at any time by the Securities and Exchange
Commission.
2. Definitions. As used in this Plan, the following terms
shall have the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
person or entity which: (i) has rendered assistance (whether
direct, administrative or both) in the distribution of Shares or
has provided administrative support services with respect to Shares
held by Customers (defined below) of the Recipient; (ii) shall
furnish the Distributor (on behalf of the Fund) with such
information as the Distributor shall reasonably request to answer
such questions as may arise concerning the sale of Shares; and
(iii) has been selected by the Distributor to receive payments
under the Plan. Notwithstanding the foregoing, a majority of the
Trust's Board of Trustees (the "Board") who are not "interested
persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreements relating to this Plan (the "Independent Trustees") may
remove any broker, dealer, bank or other person or entity as a
Recipient, whereupon such person's or entity's rights as a third-
party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient, or
(ii) such brokerage or other customers, or investment advisory or
other clients of such Recipient and/or accounts as to which such
Recipient is a fiduciary or custodian or co-fiduciary or co-
custodian (collectively, the "Customers"), but in no event shall
any such Shares be deemed owned by more than one Recipient for
purposes of this Plan. In the event that more than one person or
entity would otherwise qualify as Recipients as to the same Shares,
the Recipient which is the dealer of record on the Fund's books as
determined by the Distributor shall be deemed the Recipient as to
such Shares for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative
Support Services.
(a) The Fund will make payments to the Distributor, (i)
within forty-five (45) days of the end of each calendar quarter, in
the aggregate amount of 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset
value of the Shares computed as of the close of each business day
(the "Service Fee"), plus (ii) within ten (10) days of the end of
each month, in the aggregate amount of 0.0625% (0.75% on an annual
basis) of the average during the month of the aggregate net asset
value of Shares computed as of the close of each business day (the
"Asset-Based Sales Charge") outstanding for six years or less (the
"Maximum Holding Period"). Such Service Fee payments received from
the Fund will compensate the Distributor and Recipients for
providing administrative support services with respect to Accounts.
Such Asset-Based Sales Charge payments received from the Fund will
compensate the Distributor and Recipients for providing
distribution assistance in connection with the sales of Shares.
The administrative support services in connection with the
Accounts to be rendered by Recipients may include, but shall not be
limited to, the following: answering routine inquiries concerning
the Fund, assisting in the establishment and maintenance of
accounts or sub-accounts in the Fund and processing Share
redemption transactions, making the Fund's investment plans and
dividend payment options available, and providing such other
information and services in connection with the rendering of
personal services and/or the maintenance of Accounts, as the
Distributor or the Fund may reasonably request.
The distribution assistance in connection with the sale of
Shares to be rendered by the Distributor and Recipients may
include, but shall not be limited to, the following: distributing
sales literature and prospectuses other than those furnished to
current holders of the Fund's Shares ("Shareholders"), and
providing such other information and services in connection with
the distribution of Shares as the Distributor or the Fund may
reasonably request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for
payment under the Plan if it has Qualified Holdings of Shares to
entitle it to payments under the Plan. In the event that either
the Distributor or the Board should have reason to believe that,
notwithstanding the level of Qualified Holdings, a Recipient may
not be rendering appropriate distribution assistance in connection
with the sale of Shares or administrative support services for
Accounts, then the Distributor, at the request of the Board, shall
require the Recipient to provide a written report or other
information to verify that said Recipient is providing appropriate
distribution assistance and/or services in this regard. If the
Distributor or the Board of Trustees still is not satisfied, either
may take appropriate steps to terminate the Recipient's status as
such under the Plan, whereupon such Recipient's rights as a third-
party beneficiary hereunder shall terminate.
(b) The Distributor shall make service fee payments to any
Recipient quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed 0.0625% (0.25% on an
annual basis) of the average during the calendar quarter of the
aggregate net asset value of Shares computed as of the close of
each business day, constituting Qualified Holdings owned
beneficially or of record by the Recipient or by its Customers for
a period of more than the minimum period (the "Minimum Holding
Period"), if any, to be set from time to time by a majority of the
Independent Trustees.
Alternatively, the Distributor may, at its sole option, make
service fee payments ("Advance Service Fee Payments") to any
Recipient quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed (i) 0.25% of the average
during the calendar quarter of the aggregate net asset value of
Shares, computed as of the close of business on the day such Shares
are sold, constituting Qualified Holdings sold by the Recipient
during that quarter and owned beneficially or of record by the
Recipient or by its Customers, plus (ii) 0.0625% (0.25% on an
annual basis) of the average during the calendar quarter of the
aggregate net asset value of Shares computed as of the close of
each business day, constituting Qualified Holdings owned
beneficially or of record by the Recipient or by its Customers for
a period of more than one (1) year, subject to reduction or
chargeback so that the Advance Service Fee Payments do not exceed
the limits on payments to Recipients that are, or may be, imposed
by Rule 2830 of the NASD Conduct Rules. In the event Shares are
redeemed less than one year after the date such Shares were sold,
the Recipient is obligated and will repay to the Distributor on
demand a pro rata portion of such Advance Service Fee Payments,
based on the ratio of the time such shares were held to one (1)
year.
The Advance Service Fee Payments described in part (i) of this
paragraph (b) may, at the Distributor's sole option, be made more
often than quarterly, and sooner than the end of the calendar
quarter. However, no such payments shall be made to any Recipient
for any such quarter in which its Qualified Holdings do not equal
or exceed, at the end of such quarter, the minimum amount ("Minimum
Qualified Holdings"), if any, to be set from time to time by a
majority of the Independent Trustees.
A majority of the Independent Trustees may at any time or from
time to time decrease and thereafter adjust the rate of fees to be
paid to the Distributor or to any Recipient, but not to exceed the
rate set forth above, and/or direct the Distributor to increase or
decrease the Maximum Holding Period, the Minimum Holding Period or
the Minimum Qualified Holdings. The Distributor shall notify all
Recipients of the Minimum Qualified Holdings, Maximum Holding
Period and Minimum Holding Period, if any, and the rate of payments
hereunder applicable to Recipients, and shall provide each
Recipient with written notice within thirty (30) days after any
change in these provisions. Inclusion of such provisions or a
change in such provisions in a revised current prospectus shall
constitute sufficient notice. The Distributor may make Plan
payments to any "affiliated person" (as defined in the 1940 Act) of
the Distributor if such affiliated person qualifies as a Recipient.
(c) The Service Fee and the Asset-Based Sales Charge on
Shares are subject to reduction or elimination of such amounts
under the limits to which the Distributor is, or may become,
subject under Rule 2830 of the NASD Conduct Rules. The
distribution assistance and administrative support services to be
rendered by the Distributor in connection with the Shares may
include, but shall not be limited to, the following: (i) paying
sales commissions to any broker, dealer, bank or other person or
entity that sells Shares, and\or paying such persons Advance
Service Fee Payments in advance of, and\or greater than, the amount
provided for in Section 3(b) of this Agreement; (ii) paying
compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Recipients; (iii) obtaining
financing or providing such financing from its own resources, or
from an affiliate, for interest and other borrowing costs on the
Distributor's unreimbursed expenses incurred in rendering
distribution assistance and administrative support services to the
Fund; (iv) paying other direct distribution costs, including
without limitation the costs of sales literature, advertising and
prospectuses (other than those furnished to current Shareholders)
and state "blue sky" registration expenses; and (v) providing any
service rendered by the Distributor that a Recipient may render
pursuant to part (a) of this Section 3. Such services include
distribution assistance and administrative support services
rendered in connection with Shares acquired (i) by purchase, (ii)
in exchange for shares of another investment company for which the
Distributor serves as distributor or sub-distributor, or (iii)
pursuant to a plan of reorganization to which the Fund is a party.
In the event that the Board should have reason to believe that the
Distributor may not be rendering appropriate distribution
assistance or administrative support services in connection with
the sale of Shares, then the Distributor, at the request of the
Board, shall provide the Board with a written report or other
information to verify that the Distributor is providing appropriate
services in this regard.
(d) Under the Plan, payments may be made to Recipients: (i)
by OppenheimerFunds, Inc. ("OFI") from its own resources (which may
include profits derived from the advisory fee it receives from the
Fund), or (ii) by the Distributor (a subsidiary of OFI), from its
own resources, from Asset-Based Sales Charge payments or from its
borrowings.
(e) Notwithstanding any other provision of this Plan, this
Plan does not obligate or in any way make the Fund liable to make
any payment whatsoever to any person or entity other than directly
to the Distributor. In no event shall the amounts to be paid to
the Distributor exceed the rate of fees to be paid by the Fund to
the Distributor set forth in paragraph (a) of this Section 3.
4. Selection and Nomination of Trustees. While this Plan is in
effect, the selection and nomination of those persons to be
Trustees of the Trust who are not "interested persons" of the Fund
or the Trust ("Disinterested Trustees") shall be committed to the
discretion of such Disinterested Trustees. Nothing herein shall
prevent the Disinterested Trustees from soliciting the views or the
involvement of others in such selection or nomination if the final
decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the
Trust shall provide written reports to the Trust's Board for its
review, detailing services rendered in connection with the
distribution of the Shares, the amount of all payments made and the
purpose for which the payments were made. The reports shall be
provided quarterly, and shall state whether all provisions of
Section 3 of this Plan have been complied with.
6. Related Agreements. Any agreement related to this Plan shall
be in writing and shall provide that: (i) such agreement may be
terminated at any time, without payment of any penalty, by a vote
of a majority of the Independent Trustees or by a vote of the
holders of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities of the Class, on not more than sixty
days written notice to any other party to the agreement; (ii) such
agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act); (iii) it shall go into
effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of
voting on such agreement; and (iv) it shall, unless terminated as
herein provided, continue in effect from year to year only so long
as such continuance is specifically approved at least annually by
a vote of the Board and its Independent Trustees cast in person at
a meeting called for the purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This
Amended and Restated Plan has been approved by a vote of the Board
and its Independent Trustees cast in person at a meeting called on
February 4, 1997 for the purpose of voting on this Plan, and shall
take effect as of the date first set forth above. Unless
terminated as hereinafter provided, it shall continue in effect
from year to year thereafter or as the Board may otherwise
determine only so long as such continuance is specifically approved
at least annually by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of
voting on such continuance. This Plan may not be amended to
increase materially the amount of payments to be made without
approval of the Class B Shareholders, in the manner described
above, and all material amendments must be approved by a vote of
the Board and of the Independent Trustees. This Plan may be
terminated at any time by vote of a majority of the Independent
Trustees or by the vote of the holders of a "majority" (as defined
in the 1940 Act) of the Fund's outstanding voting securities of the
Class. In the event of such termination, the Board and its
Independent Trustees shall determine whether the Distributor shall
be entitled to payment from the Fund of all or a portion of the
Service Fee and/or the Asset-Based Sales Charge in respect of
Shares sold prior to the effective date of such termination.
8. Disclaimer of Shareholder Liability. The Distributor
understands that the obligations of the Trust and the Fund under
this Plan are not binding upon any Trustee or shareholder of the
Fund personally, but bind only the Fund and the Fund's property.
The Distributor represents that it has notice of the provisions of
the Declaration of Trust of the Trust disclaiming shareholder and
Trustee liability for acts or obligations of the Trust and the
Fund.
OPPENHEIMER QUEST FOR VALUE FUNDS On Behalf Of
OPPENHEIMER QUEST SMALL CAP VALUE FUND
By:____________________________________
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:___________________________________
Andrew J. Donohue
Executive Vice President
OFMI/SMALLCAP.B
Exhibit F
AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
BETWEEN
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
AND
OPPENHEIMER QUEST FOR VALUE FUNDS
FOR CLASS C SHARES OF
OPPENHEIMER QUEST SMALL CAP VALUE FUND
AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND
AGREEMENT (the "Plan") dated the 22nd day of November, 1996, by
and between OPPENHEIMER QUEST FOR VALUE FUNDS (the "Trust") for the
account of its OPPENHEIMER QUEST SMALL CAP VALUE FUND (the "Fund")
and OPPENHEIMERFUNDS DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution
plan for Class C shares of the Fund (the "Shares"), contemplated by
Rule 12b-1 (the "Rule") under the Investment Company Act of 1940
(the "1940 Act"), pursuant to which the Fund will compensate the
Distributor for its services incurred in connection with the
distribution of Shares, and the personal service and maintenance of
shareholder accounts that hold Shares ("Accounts"). The Fund may
act as distributor of securities of which it is the issuer,
pursuant to the Rule, according to the terms of this Plan. The
Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering (1) distribution assistance in
connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are
intended to have certain rights as third-party beneficiaries under
this Plan. The terms and provisions of this Plan shall be
interpreted and defined in a manner consistent with the provisions
and definitions contained in (i) the 1940 Act, (ii) the Rule, (iii)
Rule 2830 of the Conduct Rules of the National Association of
Securities Dealers, Inc., or any amendment or successor to such
rule (the "NASD Conduct Rules") and (iv) any conditions pertaining
either to distribution-related expenses or to a plan of
distribution, to which the Fund is subject under any order on which
the Fund relies, issued at any time by the Securities and Exchange
Commission.
2. Definitions. As used in this Plan, the following terms
shall have the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
person or entity which: (i) has rendered assistance (whether
direct, administrative or both) in the distribution of Shares or
has provided administrative support services with respect to Shares
held by Customers (defined below) of the Recipient; (ii) shall
furnish the Distributor (on behalf of the Fund) with such
information as the Distributor shall reasonably request to answer
such questions as may arise concerning the sale of Shares; and
(iii) has been selected by the Distributor to receive payments
under the Plan. Notwithstanding the foregoing, a majority of the
Trust's Board of Trustees (the "Board") who are not "interested
persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreements relating to this Plan (the "Independent Trustees") may
remove any broker, dealer, bank or other person or entity as a
Recipient, whereupon such person's or entity's rights as a third-
party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient, or
(ii) such brokerage or other customers, or investment advisory or
other clients of such Recipient and/or accounts as to which such
Recipient is a fiduciary or custodian or co-fiduciary or co-
custodian (collectively, the "Customers"), but in no event shall
any such Shares be deemed owned by more than one Recipient for
purposes of this Plan. In the event that more than one person or
entity would otherwise qualify as Recipients as to the same Shares,
the Recipient which is the dealer of record on the Fund's books as
determined by the Distributor shall be deemed the Recipient as to
such Shares for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative
Support Services.
(a) The Fund will make payments to the Distributor, within
forty-five (45) days of the end of each calendar quarter, in the
aggregate amount (i) of 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset
value of the Shares computed as of the close of each business day
(the "Service Fee"), plus (ii) 0.1875% (0.75% on an annual basis)
of the average during the calendar quarter of the aggregate net
asset value of the Shares computed as of the close of each business
day (the "Asset-Based Sales Charge"). Such Service Fee payments
received from the Fund will compensate the Distributor and
Recipients for providing administrative support services with
respect to Accounts. Such Asset-Based Sales Charge payments
received from the Fund will compensate the Distributor and
Recipients for providing distribution assistance in connection with
the sale of Shares.
The administrative support services in connection with the
Accounts to be rendered by Recipients may include, but shall not be
limited to, the following: answering routine inquiries concerning
the Fund, assisting in establishing and maintaining accounts or
sub-accounts in the Fund and processing Share redemption
transactions, making the Fund's investment plans and dividend
payment options available, and providing such other information and
services in connection with the rendering of personal services
and/or the maintenance of Accounts, as the Distributor or the Fund
may reasonably request.
The distribution assistance in connection with the sale of
Shares to be rendered by the Distributor and by Recipients may
include, but shall not be limited to, the following: distributing
sales literature and prospectuses other than those furnished to
current holders of the Fund's Shares ("Shareholders"), and
providing such other information and services in connection with
the distribution of Shares as the Distributor or the Fund may
reasonably request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for
payment under the Plan if it has Qualified Holdings of Shares to
entitle it to payments under the Plan. In the event that either
the Distributor or the Board should have reason to believe that,
notwithstanding the level of Qualified Holdings, a Recipient may
not be rendering appropriate distribution assistance in connection
with the sale of Shares or administrative support services for the
Accounts, then the Distributor, at the request of the Board, shall
require the Recipient to provide a written report or other
information to verify that said Recipient is providing appropriate
distribution assistance and/or services in this regard. If the
Distributor or the Board of Trustees still is not satisfied, either
may take appropriate steps to terminate the Recipient's status as
such under the Plan, whereupon such Recipient's rights as a third-
party beneficiary hereunder shall terminate.
(b) The Distributor shall make service fee payments to any
Recipient quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed 0.0625% (0.25% on an
annual basis) of the average during the calendar quarter of the
aggregate net asset value of Shares, computed as of the close of
each business day, constituting Qualified Holdings owned
beneficially or of record by the Recipient or by its Customers for
a period of more than the minimum period (the "Minimum Holding
Period"), if any, to be set from time to time by a majority of the
Independent Trustees.
Alternatively, the Distributor may, at its sole option, make
service fee payments ("Advance Service Fee Payments") to any
Recipient quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed (i) 0.25% of the average
during the calendar quarter of the aggregate net asset value of
Shares, computed as of the close of business on the day such Shares
are sold, constituting Qualified Holdings sold by the Recipient
during that quarter and owned beneficially or of record by the
Recipient or by its Customers, plus (ii) 0.0625% (0.25% on an
annual basis) of the average during the calendar quarter of the
aggregate net asset value of Shares computed as of the close of
each business day, constituting Qualified Holdings owned
beneficially or of record by the Recipient or by its Customers for
a period of more than one (1) year, subject to reduction or
chargeback so that the Advance Service Fee Payments do not exceed
the limits on payments to Recipients that are, or may be, imposed
by Rule 2830 of the NASD Conduct Rules. In the event Shares are
redeemed less than one year after the date such Shares were sold,
the Recipient is obligated and will repay to the Distributor on
demand a pro rata portion of such Advance Service Fee Payments,
based on the ratio of the time such shares were held to one (1)
year.
The Advance Service Fee Payments described in part (i) of the
preceding sentence may, at the Distributor's sole option, be made
more often than quarterly, and sooner than the end of the calendar
quarter. In addition, the Distributor shall make asset-based sales
charge payments to any Recipient quarterly, within forty-five (45)
days of the end of each calendar quarter, at a rate not to exceed
0.1875% (0.75% on an annual basis) of the average during the
calendar quarter of the aggregate net asset value of Shares
computed as of the close of each business day, constituting
Qualified Holdings owned beneficially or of record by the Recipient
or its Customers for a period of more than one (1) year. However,
no such service fee or asset-based sales charge payments
(collectively, the "Recipient Payments") shall be made to any
Recipient for any such quarter in which its Qualified Holdings do
not equal or exceed, at the end of such quarter, the minimum amount
("Minimum Qualified Holdings"), if any, to be set from time to time
by a majority of the Independent Trustees.
A majority of the Independent Trustees may at any time or from
time to time decrease and thereafter adjust the rate of fees to be
paid to the Distributor or to any Recipient, but not to exceed the
rates set forth above, and/or direct the Distributor to increase or
decrease the Minimum Holding Period or the Minimum Qualified
Holdings. The Distributor shall notify all Recipients of the
Minimum Qualified Holdings or Minimum Holding Period, if any, and
the rates of Recipient Payments hereunder applicable to Recipients,
and shall provide each Recipient with written notice within thirty
(30) days after any change in these provisions. Inclusion of such
provisions or a change in such provisions in a revised current
prospectus shall constitute sufficient notice. The Distributor may
make Plan payments to any "affiliated person" (as defined in the
1940 Act) of the Distributor if such affiliated person qualifies as
a Recipient.
(c) The Service Fee and the Asset-Based Sales Charge on
Shares are subject to reduction or elimination of such amounts
under the limits to which the Distributor is, or may become,
subject under Rule 2830 of the NASD Conduct Rules. The
distribution assistance and administrative support services to be
rendered by the Distributor in connection with the Shares may
include, but shall not be limited to, the following: (i) paying
sales commissions to any broker, dealer, bank or other person or
entity that sells Shares, and\or paying such persons Advance
Service Fee Payments in advance of, and\or greater than, the amount
provided for in Section 3(b) of this Agreement; (ii) paying
compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Recipients; (iii) obtaining
financing or providing such financing from its own resources, or
from an affiliate, for interest and other borrowing costs of the
Distributor's unreimbursed expenses incurred in rendering
distribution assistance and administrative support services to the
Fund; (iv) paying other direct distribution costs, including
without limitation the costs of sales literature, advertising and
prospectuses (other than those furnished to current Shareholders)
and state "blue sky" registration expenses; and (v) providing any
service rendered by the Distributor that a Recipient may render
pursuant to part (a) of this Section 3. Such services include
distribution assistance and administrative support services
rendered in connection with Shares acquired (i) by purchase, (ii)
in exchange for shares of another investment company for which the
Distributor serves as distributor or sub-distributor, or (iii)
pursuant to a plan of reorganization to which the Fund is a party.
In the event that the Board should have reason to believe that the
Distributor may not be rendering appropriate distribution
assistance or administrative support services in connection with
the sale of Shares, then the Distributor, at the request of the
Board, shall provide the Board with a written report or other
information to verify that the Distributor is providing appropriate
services in this regard.
(d) Under the Plan, payments may be made to Recipients: (i)
by OppenheimerFunds, Inc. ("OFI") from its own resources (which may
include profits derived from the advisory fee it receives from the
Fund), or (ii) by the Distributor (a subsidiary of OFI), from its
own resources, from Asset-Based Sales Charge payments or from its
borrowings.
(e) Notwithstanding any other provision of this Plan, this
Plan does not obligate or in any way make the Fund liable to make
any payment whatsoever to any person or entity other than directly
to the Distributor. In no event shall the amounts to be paid to
the Distributor exceed the rate of fees to be paid by the Fund to
the Distributor set forth in paragraph (a) of this Section 3.
4. Selection and Nomination of Trustees. While this Plan is
in effect, the selection and nomination of those persons to be
Trustees of the Trust who are not "interested persons" of the Fund
or the Trust ("Disinterested Trustees") shall be committed to the
discretion of such Disinterested Trustees. Nothing herein shall
prevent the Disinterested Trustees from soliciting the views or the
involvement of others in such selection or nomination if the final
decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Trustees.
5. Reports. While this Plan is in effect, the Treasurer of
the Trust shall provide at least quarterly a written reports to the
Trust's Board for its review, detailing services rendered in
connection with the distribution of the Shares, the amount of all
payments made and the purpose for which the payments were made.
The reports shall be provided quarterly and shall state whether all
provisions of Section 3 of this Plan have been complied with.
6. Related Agreements. Any agreement related to this Plan
shall be in writing and shall provide that: (i) such agreement may
be terminated at any time, without payment of any penalty, by a
vote of a majority of the Independent Trustees or by a vote of the
holders of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities of the Class, on not more than sixty
days written notice to any other party to the agreement; (ii) such
agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act); (iii) it shall go into
effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of
voting on such agreement; and (iv) it shall, unless terminated as
herein provided, continue in effect from year to year only so long
as such continuance is specifically approved at least annually by
a vote of the Board and its Independent Trustees cast in person at
a meeting called for the purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment.
This Amended and Restated Plan has been approved by a vote of the
Board and its Independent Trustees cast in person at a meeting
called on February 4, 1997 for the purpose of voting on this Plan,
and shall take effect as of the date first set forth above. Unless
terminated as hereinafter provided, it shall continue in effect
from year to year from the date first set forth above or as the
Board may otherwise determine only so long as such continuance is
specifically approved at least annually by a vote of the Board and
its Independent Trustees cast in person at a meeting called for the
purpose of voting on such continuance. This Plan may not be
amended to increase materially the amount of payments to be made
without approval of the Class C Shareholders, in the manner
described above, and all material amendments must be approved by a
vote of the Board and of the Independent Trustees. This Plan may
be terminated at any time by vote of a majority of the Independent
Trustees or by the vote of the holders of a "majority" (as defined
in the 1940 Act) of the Fund's outstanding voting securities of the
Class. In the event of such termination, the Board and its
Independent Trustees shall determine whether the Distributor is
entitled to payment from the Fund of all or a portion of the
Service Fee and/or the Asset-Based Sales Charge in respect of
Shares sold prior to the effective date of such termination.
8. Disclaimer of Shareholder and Trustee Liability. The
Distributor understands that the obligations of the Trust and the
Fund under this Plan are not binding upon any Trustee or
shareholder of the Fund personally, but bind only the Fund and the
Fund's property. The Distributor represents that it has notice of
the provisions of the Declaration of Trust of the Fund disclaiming
shareholder and Trustee liability for acts or obligations of the
Trust and the Fund.
<PAGE>
OPPENHEIMER QUEST FOR VALUE FUNDS On Behalf of
OPPENHEIMER QUEST SMALL CAP VALUE FUND
By: ____________________________________
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:____________________________________
Andrew J. Donohue
Executive Vice President
OFMI/SMALLCAP.C
<PAGE>
Oppenheimer Quest Small Cap Proxy for Shareholders Meeting to be
Value Fund Class A Shares held April 30, 1997
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse
side, date and sign it, and return it
promptly in the accompanying
envelope, which requires no postage
if mailed in the United States.
Please detach at perforation before
mailing.
Oppenheimer Quest Small Cap Value Fund - Class A Shares
Proxy For Shareholders Meeting to be held April 30, 1997
The undersigned shareholder of Oppenheimer Quest Small Cap
Value Fund (the "Fund"), does hereby appoint Robert Bishop, George
C. Bowen, Andrew J. Donohue and Scott Farrar, and each of them, as
attorneys-in-fact and proxies of the undersigned, with full power
of substitution, to attend the Meeting of Shareholders of the Fund
to be held April 30, 1997, at 6803 South Tucson Way, Englewood,
Colorado 80112 at 10:00 A.M., Denver time and at all adjournments
thereof, and to vote the shares held in the name of the undersigned
on the record date for said meeting for the proposals specified on
the reverse side. Said attorneys-in-fact shall vote in accordance
with their best judgment as to any other matter.
Proxy solicited on behalf of the Board Of Trustees, which
recommends a vote FOR each proposal on the reverse side. The
shares represented hereby will be voted as indicated on the reverse
side or FOR if no choice is indicated.
(over)
251
Oppenheimer Quest Small Cap Proxy for Shareholders Meeting to
Value Fund Class A Shares be held April 30, 1997
Your shareholder Your prompt response can save your
Fund money.
vote is important!
Please vote, sign and mail your
proxy ballot (this card) in the
enclosed postage-paid envelope
today, no matter how many
shares you own. A majority of
the Fund's shares must be
represented in person or by
proxy. Please vote your proxy
so your Fund can avoid the
expense of another mailing.
Please detach at perforation
before mailing.
1. Ratification of selection of Price Waterhouse LLP as
independent accountants (Proposal No. 1)
For ____ Against ____ Abstain ____
2. Approval of changes to the Fund's fundamental investment
policies (Proposal No. 2)
For ____ Against ____ Abstain ____
3. Approval of Investment Advisory Agreement (Proposal No. 3)
For ____ Against ____ Abstain ____
4. Approval of proposed Subadvisory Agreement (Proposal No. 4)
For ____ Against ____ Abstain ____
5. Approval of proposed Class A 12b-1 Distribution and Service
Plan and Agreement (Proposal No. 5)
For ____ Against ____ Abstain ____
NOTE: Please sign exactly as your name(s) appear hereon. When
signing as custodian, attorney, executor, administrator, trustee,
etc., please give your full title as such. All joint owners should
sign this proxy. If the account is registered in the name of a
corporation, partnership or other entity, a duly authorized
individual must sign on its behalf and give title.
Dated: ______________________, 1997
(Month) (Day)
____ ______________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this
ballot.
251
<PAGE>
Oppenheimer Quest Small Cap Proxy for Shareholders Meeting to be
Value Fund Class B Shares held April 30, 1997
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse
side, date and sign it, and return it promptly in the accompanying
envelope, which requires no postage if mailed in the United States.
Please detach at perforation
before mailing.
Oppenheimer Quest Small Cap Value Fund - Class B Shares
Proxy For Shareholders Meeting to be held April 30, 1997
The undersigned shareholder of Oppenheimer Quest Small Cap
Value Fund (the "Fund"), does hereby appoint Robert Bishop, George
C. Bowen, Andrew J. Donohue and Scott Farrar, and each of them, as
attorneys-in-fact and proxies of the undersigned, with full power
of substitution, to attend the Meeting of Shareholders of the Fund
to be held April 30, 1997, at 6803 South Tucson Way, Englewood,
Colorado 80112 at 10:00 A.M., Denver time and at all adjournments
thereof, and to vote the shares held in the name of the undersigned
on the record date for said meeting for the proposals specified on
the reverse side. Said attorneys-in-fact shall vote in accordance
with their best judgment as to any other matter.
Proxy solicited on behalf of the Board Of Trustees, which
recommends a vote FOR each proposal on the reverse side. The
shares represented hereby will be voted as indicated on the reverse
side or FOR if no choice is indicated.
(over)
252
Oppenheimer Quest Small Cap Proxy for Shareholders Meeting to
Value Fund Class B Shares be held April 30, 1997
Your shareholder Your prompt response can save your
Fund money.
vote is important!
Please vote, sign and mail your
proxy ballot (this card) in the
enclosed postage-paid envelope
today, no matter how many
shares you own. A majority of
the Fund's shares must be
represented in person or by
proxy. Please vote your proxy
so your Fund can avoid the
expense of another mailing.
Please detach at perforation
before mailing.
1. Ratification of selection of Price Waterhouse LLP as
independent accountants (Proposal No. 1)
For ____ Against ____ Abstain ____
2. Approval of changes to the Fund's fundamental investment
policies (Proposal No. 2)
For ____ Against ____ Abstain ____
3. Approval of Investment Advisory Agreement (Proposal No. 3)
For ____ Against ____ Abstain ____
4. Approval of proposed Subadvisory Agreement (Proposal No. 4)
For ____ Against ____ Abstain ____
5. Approval of proposed Class B 12b-1 Distribution and Service
Plan and Agreement (Proposal No. 6)
For ____ Against ____ Abstain ____
NOTE: Please sign exactly as your name(s) appear hereon. When
signing as custodian, attorney, executor, administrator, trustee,
etc., please give your full title as such. All joint owners should
sign this proxy. If the account is registered in the name of a
corporation, partnership or other entity, a duly authorized
individual must sign on its behalf and give title.
Dated: ______________________, 1997
(Month) (Day)
____ ______________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this
ballot.
252
Oppenheimer Quest Small Cap Proxy for Shareholders Meeting to be
Value Fund Class C Shares held April 30, 1997
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the
reverse side, date and sign it,
and return it promptly in the
accompanying envelope, which
requires no postage if mailed
in the United States.
Please detach at perforation
before mailing.
Oppenheimer Quest Small Cap Value Fund - Class C Shares
Proxy For Shareholders Meeting to be held April 30, 1997
The undersigned shareholder of Oppenheimer Quest Small Cap
Value Fund (the "Fund"), does hereby appoint Robert Bishop, George
C. Bowen, Andrew J. Donohue and Scott Farrar, and each of them, as
attorneys-in-fact and proxies of the undersigned, with full power
of substitution, to attend the Meeting of Shareholders of the Fund
to be held April 30, 1997, at 6803 South Tucson Way, Englewood,
Colorado 80112 at 10:00 A.M., Denver time and at all adjournments
thereof, and to vote the shares held in the name of the undersigned
on the record date for said meeting for the proposals specified on
the reverse side. Said attorneys-in-fact shall vote in accordance
with their best judgment as to any other matter.
Proxy solicited on behalf of the Board Of Trustees, which
recommends a vote FOR each proposal on the reverse side. The
shares represented hereby will be voted as indicated on the reverse
side or FOR if no choice is indicated.
(over)
253
Oppenheimer Quest Small Cap Proxy for Shareholders Meeting to
Value Fund Class C Shares be held April 30, 1997
Your shareholder Your prompt response can save your
Fund money.
vote is important!
Please vote, sign and mail your
proxy ballot (this card) in the
enclosed postage-paid envelope
today, no matter how many
shares you own. A majority of
the Fund's shares must be
represented in person or by
proxy. Please vote your proxy
so your Fund can avoid the
expense of another mailing.
Please detach at perforation
before mailing.
<PAGE>
1. Ratification of selection of Price Waterhouse LLP as
independent accountants (Proposal No. 1)
For ____ Against ____ Abstain ____
2. Approval of changes to the Fund's fundamental investment
policies (Proposal No. 2)
For ____ Against ____ Abstain ____
3. Approval of Investment Advisory Agreement (Proposal No. 3)
For ____ Against ____ Abstain ____
4. Approval of proposed Subadvisory Agreement (Proposal No. 4)
For ____ Against ____ Abstain ____
5. Approval of proposed Class C 12b-1 Distribution and Service
Plan and Agreement (Proposal No. 7)
For ____ Against ____ Abstain ____
NOTE: Please sign exactly as your name(s) appear hereon. When
signing as custodian, attorney, executor, administrator, trustee,
etc., please give your full title as such. All joint owners should
sign this proxy. If the account is registered in the name of a
corporation, partnership or other entity, a duly authorized
individual must sign on its behalf and give title.
Dated: ______________________, 1997
(Month) (Day)
____ ______________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this
ballot.
253
