OPPENHEIMER QUEST SMALL CAP VALUE FUND
Supplement dated May 1, 1997 to the
Prospectus dated February 26, 1997
The Prospectus is changed as follows:
1. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is replaced with the following:
(1) If you invest $1 million or more
($500,000 or more for purchases by "Retirement
Plans", as defined in "Class A Contingent
Deferred Sales Charge" on page 30) in Class A
shares, you may have to pay a sales charge of
up to 1% if you sell your shares within 12
calendar months (18 months for shares
purchased prior to May 1, 1997) from the end
of the calendar month during which you
purchased those shares. See "How to Buy
Shares - Buying Class A Shares", below.
2. The sections of the Prospectus entitled "Investment Objective
and Policies," and "Investment Techniques and Strategies" are
revised to reflect that on February 4, 1997, the Board of Trustees
of the Fund determined that some of the investment policies of the
Fund should be changed as described below. The changes that
involve fundamental policies have been submitted to the Fund's
shareholders for a vote at a meeting scheduled for April 30, 1997,
which has been adjourned. The proposed changes are as follows:
(1) The Fund's investment objective on page 11 would be
restated as "The Fund seeks capital appreciation." The
revised investment objective would remain a fundamental
policy.
(2) The Fund's investment policies listed under the caption
"Investment Policies and Strategies" on page 11 would no
longer be fundamental policies.
(3) The Fund's policy on illiquid securities discussed on
pages 15 and 17 would be changed to increase the amount of the
Fund's assets that may be invested in such securities from 10%
of its total assets to 15% of its net assets.
(4) The Fund's policy on borrowing on page 17 would be changed
to increase the amount the Fund may borrow from 10% of its
total assets to 33-1/3% of its total assets.
(5) The Fund's policy that it may not invest more than 5% of
its total assets in securities of issuers having a record,
together with predecessors, of less than three years
continuous operation on page 17 would no longer be a
fundamental policy.
3. The second sentence in "Class A Shares" under "Classes of
Shares" on page 25 is replaced by the following:
If you purchase Class A shares as part of an investment of at
least $1 million ($500,000 for Retirement Plans) in shares of
one or more Oppenheimer funds, you will not pay an initial
sales charge, but if you sell any of those shares within 12
months of buying them (18 months if the shares were purchased
prior to May 1, 1997), you may pay a contingent deferred sales
charge.
4. The following sentence is added to the end of "Which Class of
Shares Should You Choose? - How Does It Affect Payments To My
Broker?" on page 27:
The Distributor may pay additional periodic compensation from
its own resources to securities dealers or financial
institutions based upon the value of shares of the Fund owned
by the dealer or financial institution for its own account or
for its customers.
5. The first sentence in the second paragraph of "Buying Class A
Shares - Class A Contingent Deferred Sales Charge" on page 30 is
replaced by the following:
The Distributor pays dealers of record commission on
those purchases in an amount equal to (i) 1.0% for non-
Retirement Plan accounts, and (ii) for Retirement Plan
accounts, 1.0% of the first $2.5 million, plus 0.50% of
the next $2.5 million, plus 0.25% of purchases over $5
million, calculated on a calendar year basis.
6. In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 30, the first sentence is
replaced by the following:
If you redeem any of those shares purchased prior to May
1, 1997, within 18 months of the end of the calendar
month of their purchase, a contingent deferred sales
charge (called the "Class A contingent deferred sales
charge") may be deducted from the redemption proceeds.
A Class A contingent deferred sales charge may be
deducted from the redemption proceeds of any of those
shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end
of the calendar month of their purchase.
7. The third sentence of the second paragraph of "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 31 is replaced by the following:
<PAGE>
The Distributor will add the value, at current offering price,
of the shares you previously purchased and currently own to
the value of current purchases to determine the sales charge
rate that applies.
8. The third sub-paragraph in "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 34 is
replaced by the following:
if, at the time of purchase of shares (prior to
May 1, 1997) the dealer agreed in writing to accept the
dealer's portion of the sales commission in installments
of 1/18th of the commission per month (and no further
commission will be payable if the shares are redeemed
within 18 months of purchase);
if, at the time of purchase of shares (on or
after May 1, 1997) the dealer agrees in writing to accept
the dealer's portion of the sales commission in
installments of 1/12th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 12 months of purchase);
9. The following sub-paragraphs are added at the end of "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 34:
for distributions from Retirement Plans having
500 or more eligible participants, except distributions
due to termination of all of the Oppenheimer funds as an
investment option under the Plan; and
for distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
10. The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 37:
If a dealer has a special agreement with the Distributor,
the Distributor will pay the Class B service fee and the
asset-based sales charge to the dealer quarterly in lieu
of paying the sales commission and service fee advance at
the time of purchase.
11. The following is added as a new penultimate sentence to the
sixth paragraph of "Distribution and Service Plans for Class B and
Class C shares" on page 37:
If a dealer has a special agreement with the
Distributor, the Distributor shall pay the Class C
service fee and asset-based sales charge to the dealer
quarterly in lieu of paying the sales commission and
service fee advance at the time of purchase.
12. The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C Sales Charges" on page 38 is replaced with the following and a
new sub-section (6) is added as follows:
distributions from OppenheimerFunds prototype
401(k) plans and from certain Massachusetts Mutual Life
Insurance Company prototype 401(k) plans . . . or (6)
for loans to participants or beneficiaries.
13. The following sub-paragraph is added at the end of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C Sales Charges" on page 38:
Distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
14. The section captioned "Special Investor Services" is revised
by adding the following after the sub-section captioned "PhoneLink"
on page 39:
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to
the Transfer Agent by fax (telecopier). Please call 1-
800-525-7048 for information about which transactions are
included. Transaction requests submitted by fax are
subject to the same rules and restrictions as written and
telephone requests described in this Prospectus.
May 1, 1997 PS0251.009
<PAGE>
OPPENHEIMER QUEST SMALL CAP VALUE FUND
Supplement Dated May 1, 1997
to the Statement of Additional Information dated February 26,
1997
The section of the Statement of Additional Information entitled
"Other Investment Restrictions" starting on page 13 is revised by
this supplement to reflect that on February 4, 1997, the Board of
Trustees of the Fund determined that some of the investment
policies of the Fund should be changed as described below. The
changes that involve fundamental policies have been submitted to
the Fund's shareholders for a vote at a meeting scheduled for April
30, 1997, which has been adjourned. The proposed changes are as
follows:
The following policies would no longer be fundamental
policies:
(1) The Fund's policy that it may not purchase securities on
margin (except for such short-term loans as are necessary for the
clearance of purchases of portfolio securities) or make short sales
of securities except short sales "against-the-box".
(2) The Fund's policy that it may not invest in interests in
oil, gas or other mineral exploration or development programs or
leases.
(3) The Fund's policy that it may not invest more than 5% of
its total assets (determined at the time of investment) in warrants
or invest than more 2% of its total assets invested in warrants not
listed on the New York or American Stock Exchange.
The following fundamental policies would be revised or
eliminated:
(4) The fundamental policy that prohibits the Fund from
investing in physical commodities or physical commodity contracts
or speculate in financial commodity contracts, but permits the Fund
to purchase and sell financial futures contracts and options on
such futures contract exclusively for hedging or other non-
speculative purposes would be replaced by the following
fundamental policy: "The Fund cannot invest in physical commodities
or physical commodity contracts; however, the Fund may: (i) buy and
sell hedging instruments to the extent specified in its Prospectus
from time to time, and (ii) buy and sell options, futures,
securities or other instruments backed by, or the investment return
from which is linked to changes in the price of, physical
commodities."
(5) The Fund's policy that prevents the Fund from investing in
securities of other investment companies except in connection with
a merger, consolidation, reorganization or acquisition of assets
would be eliminated.
May 1, 1997 PX0251.004
<PAGE>
OPPENHEIMER QUEST OFFICERS VALUE FUND
Supplement dated May 1, 1997 to the
Prospectus dated February 24, 1997
The Prospectus is changed as follows:
1. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is replaced with the following:
(1) If you invest $1 million or more
($500,000 or more for purchases by "Retirement
Plans", as defined in "Class A Contingent
Deferred Sales Charge" on page 32 ) in Class A
shares, you may have to pay a sales charge of
up to 1% if you sell your shares within 12
calendar months (18 months for shares
purchased prior to May 1, 1997) from the end
of the calendar month during which you
purchased those shares. See "How to Buy
Shares - Buying Class A Shares", below.
2. The sections of the Prospectus entitled "Investment Objective
and Policies," and "Investment Techniques and Strategies" are
revised to reflect that on February 4, 1997, the Board of Trustees
of the Fund determined that some of the investment policies of the
Fund should be changed as described below. The changes that
involve fundamental policies have been submitted to the Fund's
shareholders for a vote at a meeting scheduled for April 30, 1997,
which has been adjourned. The proposed changes are as follows:
(1) The Fund's investment objective on page 10 would be
restated as "The Fund seeks capital appreciation." The
revised investment objective would remain a fundamental
policy.
(2) The Fund's investment policies listed under the caption
"Investment Policies and Strategies" on page 10 would no
longer be fundamental policies.
(3) The Fund's policy on illiquid securities discussed on
pages 16 and 18 would be changed to increase the amount of the
Fund's assets that may be invested in such securities from 15%
of its total assets to 15% of its net assets.
(4) The Fund's policy that it may not invest more than 5% of
its total assets in securities of issuers having a record,
together with predecessors, of less than three years
continuous operation on page 19 would no longer be a
fundamental policy.
3. The second sentence in "Class A Shares" under "Classes of
Shares" on page 26 is replaced by the following:
<PAGE>
If you purchase Class A shares as part of an investment of at least
$1 million ($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if
you sell any of those shares within 12 months of buying them (18
months if the shares were purchased prior to May 1, 1997), you may
pay a contingent deferred sales charge."
4. The following sentence is added to the end of "Which Class of
Shares Should You Choose? - How Does It Affect Payments To My
Broker?" on page 29:
The Distributor may pay additional periodic compensation from
its own resources to securities dealers or financial
institutions based upon the value of shares of the Fund owned
by the dealer or financial institution for its own account or
for its customers.
5. The first sentence in the second paragraph of "Buying Class A
Shares - Class A Contingent Deferred Sales Charge" on page 33 is
replaced by the following:
The Distributor pays dealers of record commission on
those purchases in an amount equal to (i) 1.0% for non-
Retirement Plan accounts, and (ii) for Retirement Plan
accounts, 1.0% of the first $2.5 million, plus 0.50% of
the next $2.5 million, plus 0.25% of purchases over $5
million, calculated on a calendar year basis.
6. In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 33, the first sentence is
replaced by the following:
If you redeem any of those shares purchased prior to May
1, 1997, within 18 months of the end of the calendar
month of their purchase, a contingent deferred sales
charge (called the "Class A contingent deferred sales
charge") may be deducted from the redemption proceeds.
A Class A contingent deferred sales charge may be
deducted from the redemption proceeds of any of those
shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end
of the calendar month of their purchase.
7. The third sentence of the second paragraph of "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 34 is replaced by the following:
The Distributor will add the value, at current offering price,
of the shares you previously purchased and currently own to
the value of current purchases to determine the sales charge
rate that applies.
8. The third sub-paragraph in "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 37 is
replaced by the following:
if, at the time of purchase of shares (prior to
May 1, 1997) the dealer agreed in writing to accept the
dealer's portion of the sales commission in installments
of 1/18th of the commission per month (and no further
commission will be payable if the shares are redeemed
within 18 months of purchase);
if, at the time of purchase of shares (on or
after May 1, 1997) the dealer agrees in writing to accept
the dealer's portion of the sales commission in
installments of 1/12th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 12 months of purchase);
9. The following sub-paragraphs are added at the end of "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 38:
for distributions from Retirement Plans having
500 or more eligible participants, except distributions
due to termination of all of the Oppenheimer funds as an
investment option under the Plan; and
for distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
10. The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 41:
If a dealer has a special agreement with the Distributor,
the Distributor will pay the Class B service fee and the
asset-based sales charge to the dealer quarterly in lieu
of paying the sales commission and service fee advance at
the time of purchase.
11. The following is added as a new penultimate sentence to the
sixth paragraph of "Distribution and Service Plans for Class B and
Class C shares" on page 41:
If a dealer has a special agreement with the
Distributor, the Distributor shall pay the Class C
service fee and asset-based sales charge to the dealer
quarterly in lieu of paying the sales commission and
service fee advance at the time of purchase.
12. The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C Sales Charges" on page 42 is replaced with the following and a
new sub-section (6) is added as follows:
distributions from OppenheimerFunds prototype 401(k) plans and
from certain Massachusetts Mutual Life Insurance Company prototype
401(k) plans . . . or (6) for loans to participants or
beneficiaries.
13. The following sub-paragraph is added at the end of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C Sales Charges" on page 42:
Distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
14. The section captioned "Special Investor Services" is revised
by adding the following after the sub-section captioned "PhoneLink"
on page 44 :
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to the
Transfer Agent by fax (telecopier). Please call 1-800-525-
7048 for information about which transactions are included.
Transaction requests submitted by fax are subject to the same
rules and restrictions as written and telephone requests
described in this Prospectus.
May 1, 1997 PS0229.008
<PAGE>
OPPENHEIMER QUEST OFFICERS VALUE FUND
Supplement Dated May 1, 1997
to the Statement of Additional Information dated February 24,
1997
The section of the Statement of Additional Information entitled
"Other Investment Restrictions" on pages 15 and 16 is revised by
this supplement to reflect that on February 4, 1997, the Board of
Trustees of the Fund determined that some of the investment
policies of the Fund should be changed as described below. The
changes that involve fundamental policies have been submitted to
the Fund's shareholders for a vote at a meeting scheduled for April
30, 1997, which has been adjourned. The proposed changes are as
follows:
(1) The Fund's policy that it may not purchase securities
on margin would no longer be a fundamental policy.
(2) The fundamental policy that prohibits the Fund from
investing in physical commodities or physical commodity
contracts or speculate in financial commodity contracts,
but permits the Fund to purchase and sell financial
futures contracts and options on such futures contract
exclusively for hedging purposes would be replaced by
the following fundamental policy: "The Fund cannot invest
in physical commodities or physical commodity contracts;
however, the Fund may: (i) buy and sell hedging
instruments to the extent specified in its Prospectus
from time to time, and (ii) buy and sell options,
futures, securities or other instruments backed by, or
the investment return from which is linked to changes in
the price of, physical commodities."
May 1, 1997 PX0229.003
<PAGE>
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Supplement dated May 1, 1997 to the
Prospectus dated December 16, 1996
The supplement dated February 24, 1997 to the Prospectus is
replaced by this supplement. The Prospectus is changed as follows:
1. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is replaced with the following:
(1) If you invest $1 million or more
($500,000 or more for purchases by "Retirement
Plans", as defined in "Class A Contingent
Deferred Sales Charge" on page 28) in Class A
shares, you may have to pay a sales charge of
up to 1% if you sell your shares within 12
calendar months (18 months for shares
purchased prior to May 1, 1997) from the end
of the calendar month during which you
purchased those shares. See "How to Buy
Shares - Buying Class A Shares", below.
2. The sections of the Prospectus entitled "Investment Objective
and Policies," and "Investment Techniques and Strategies" are
revised to reflect that on February 4, 1997, the Board of Trustees
of the Fund determined that some of the investment policies of the
Fund should be changed as described below. The changes that
involve fundamental policies have been submitted to the Fund's
shareholders for a vote at a meeting scheduled for April 30, 1997,
which has been adjourned. The proposed changes are as follows:
(1) The Fund's investment objective on page 11 would be
restated as "The Fund seeks growth of capital." The revised
investment objective would remain a fundamental policy.
(2) The Fund's investment policies listed under the caption
"Investment Policies and Strategies" on page 11 would no
longer be fundamental policies.
(3) The Fund's policy on illiquid securities discussed on
pages 15 and 16 would be changed to increase the amount of the
Fund's assets that may be invested in such securities from 10%
of its total assets to 15% of its net assets.
(4) The Fund's policy on borrowing on page 16 would be changed
to increase the amount the Fund may borrow from 10% of its
total assets to 33-1/3% of its total assets.
(5) The Fund's policy that it may not invest more than 5% of
its total assets in securities of issuers having a record,
together with predecessors, of less than three years
continuous operation on page 16 would no longer be a
fundamental policy.
3. The section of the Prospectus captioned "The Sub-Adviser" set
forth under "How the Fund is Managed" on page 18 is hereby revised
to read as follows:
The Manager has retained the Sub-Adviser to provide day-to-day
portfolio management of the Fund. Prior to November 22, 1995,
the Sub-Adviser was named Quest for Value Advisors and was the
investment adviser to the Fund. The Sub-Adviser is a
majority-owned subsidiary of Oppenheimer Capital, a registered
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.
4. The second sentence in "Class A Shares" under "Classes of
Shares" on page 23 is replaced by the following:
If you purchase Class A shares as part of an investment of at
least $1 million ($500,000 for Retirement Plans) in shares of
one or more Oppenheimer funds, you will not pay an initial
sales charge, but if you sell any of those shares within 12
months of buying them (18 months if the shares were purchased
prior to May 1, 1997), you may pay a contingent deferred sales
charge.
5. The following sentence is added to the end of "Which Class of
Shares Should You Choose? - How Does It Affect Payments To My
Broker?" on page 26:
The Distributor may pay additional periodic compensation from
its own resources to securities dealers or financial
institutions based upon the value of shares of the Fund owned
by the dealer or financial institution for its own account or
for its customers.
6. The following third sub-paragraph is added to "Buying Class A
Shares - Class A Contingent Deferred Sales Charge" on page 28:
Purchases by a retirement plan qualified under
section 401(a) if the retirement plan has total plan
assets of $500,000 or more.
7. The first sentence in the second paragraph of "Buying Class A
Shares - Class A Contingent Deferred Sales Charge" on page 28 is
replaced by the following:
The Distributor pays dealers of record commission on
those purchases in an amount equal to (i) 1.0% for non-
Retirement Plan accounts, and (ii) for Retirement Plan
accounts, 1.0% of the first $2.5 million, plus 0.50% of
the next $2.5 million, plus 0.25% of purchases over $5
million, calculated on a calendar year basis.
8. In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 29, the first sentence is
replaced by the following:
If you redeem any of those shares purchased prior to May
1, 1997, within 18 months of the end of the calendar
month of their purchase, a contingent deferred sales
charge (called the "Class A contingent deferred sales
charge") may be deducted from the redemption proceeds.
A Class A contingent deferred sales charge may be
deducted from the redemption proceeds of any of those
shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end
of the calendar month of their purchase.
9. The third sentence of the second paragraph of "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 30 is replaced by the following:
The Distributor will add the value, at current offering price,
of the shares you previously purchased and currently own to
the value of current purchases to determine the sales charge
rate that applies.
10. The third sub-paragraph in "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 32 is
replaced by the following:
if, at the time of purchase of shares (prior to
May 1, 1997) the dealer agreed in writing to accept the
dealer's portion of the sales commission in installments
of 1/18th of the commission per month (and no further
commission will be payable if the shares are redeemed
within 18 months of purchase);
if, at the time of purchase of shares (on or
after May 1, 1997) the dealer agrees in writing to accept
the dealer's portion of the sales commission in
installments of 1/12th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 12 months of purchase);
11. The following sub-paragraphs are added at the end of "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 32:
for distributions from Retirement Plans having
500 or more eligible participants, except distributions
due to termination of all of the Oppenheimer funds as an
investment option under the Plan; and
for distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
12. The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 35:
If a dealer has a special agreement with the Distributor, the
Distributor will pay the Class B service fee and the asset-
based sales charge to the dealer quarterly in lieu of paying
the sales commission and service fee advance at the time of
purchase.
13. The following is added as a new penultimate sentence to the
sixth paragraph of "Distribution and Service Plans for Class B and
Class C shares" on page 35:
If a dealer has a special agreement with the
Distributor, the Distributor shall pay the Class C
service fee and asset-based sales charge to the dealer
quarterly in lieu of paying the sales commission and
service fee advance at the time of purchase.
14. The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C Sales Charges" on page 36 is replaced with the following and a
new sub-section (6) is added as follows:
distributions from OppenheimerFunds prototype
401(k) plans and from certain Massachusetts Mutual Life
Insurance Company prototype 401(k) plans . . . or (6) for
loans to participants or beneficiaries.
15. The following sub-paragraph is added at the end of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C Sales Charges" on page 36:
Distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
16. The section captioned "Special Investor Services" is revised
by adding the following after the sub-section captioned "PhoneLink"
on page 37:
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to the
Transfer Agent by fax (telecopier). Please call 1-800-525-
7048 for information about which transactions are included.
Transaction requests submitted by fax are subject to the same
rules and restrictions as written and telephone requests
described in this Prospectus.
May 1, 1997 PS0236.007
<PAGE>
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Supplement Dated May 1, 1997
to the Statement of Additional Information dated December 16,
1997
The section of the Statement of Additional Information entitled
"Other Investment Restrictions" starting on page 7 is revised by
this supplement to reflect that on February 4, 1997, the Board of
Trustees of the Fund determined that some of the investment
policies of the Fund should be changed as described below. The
changes that involve fundamental policies have been submitted to
the Fund's shareholders for a vote at a meeting scheduled for April
30, 1997, which has been adjourned. The proposed changes are as
follows:
(1) The fundamental policy that prohibits the Fund from
investing in physical commodities or physical commodity
contracts or speculate in financial commodity contracts, but
permits the Fund to purchase and sell financial futures
contracts and options on such futures contract exclusively for
hedging purposes would be replaced by the following
fundamental policy: "The Fund cannot invest in physical
commodities or physical commodity contracts; however, the Fund
may: (i) buy and sell hedging instruments to the extent
specified in its Prospectus from time to time, and (ii) buy
and sell options, futures, securities or other instruments
backed by, or the investment return from which is linked to
changes in the price of, physical commodities."
(2) The Fund's policy that it may not purchase securities on
margin (except for such short-term loans as are necessary for
the clearance of purchases of portfolio securities) or make
short sales of securities except short sales "against-the-box"
would no longer be a fundamental policy.
(3) The Fund's policy that prevents the Fund from investing in
securities of other investment companies except in connection
with a merger, consolidation, reorganization or acquisition of
assets would be eliminated.
(4) The Fund's policy that it may not invest in interests in
oil, gas or other mineral exploration or development programs
or leases would no longer be a fundamental policy.
May 1, 1997 PX0236.003
<PAGE>
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
Supplement dated May 1, 1997 to the
Prospectus dated February 21, 1997
The supplement dated February 24, 1997 to the Prospectus is
replaced by this supplement. The Prospectus is changed as follows:
1. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is replaced with the following:
(1) If you invest $1 million or more ($500,000 or more for
purchases by "Retirement Plans", as defined in "Class A
Contingent Deferred Sales Charge" on page 29) in Class A
shares, you may have to pay a sales charge of up to 1% if you
sell your shares within 12 calendar months (18 months for
shares purchased prior to May 1, 1997) from the end of the
calendar month during which you purchased those shares. See
"How to Buy Shares - Buying Class A Shares", below.
2. The sections of the Prospectus entitled "Investment Objective
and Policies," and "Investment Techniques and Strategies" are
revised to reflect that on February 4, 1997, the Board of Trustees
of the Fund determined that some of the investment policies of the
Fund should be changed as described below. The changes that
involve fundamental policies have been submitted to the Fund's
shareholders for a vote at a meeting scheduled for April 30, 1997,
which has been adjourned. The proposed changes are as follows:
(1) The Fund's investment objective on page 10 would be
restated as "The Fund seeks growth of capital and investment
income." The revised investment objective would remain a
fundamental policy.
(2) The Fund's investment policies listed under the caption
"Investment Policies and Strategies" on page 10 would no
longer be fundamental policies.
(3) The Fund's policy on illiquid securities discussed on
pages 15 and 18 would be changed to increase the amount of the
Fund's assets that may be invested in such securities from 10%
of its total assets to 15% of its net assets.
3. The section of the Prospectus captioned "The Sub-Adviser" set
forth under "How the Fund is Managed" on page 19 is hereby revised
to read as follows:
The Manager has retained the Sub-Adviser to provide day-to-day
portfolio management of the Fund. Prior to November 22, 1995,
the Sub-Adviser was named Quest for Value Advisors and was the
investment adviser to the Fund. The Sub-Adviser is a
majority-owned subsidiary of Oppenheimer Capital, a registered
investment advisor, whose employees perform all investment
advisory services provided to the Fund by the Sub-Adviser.
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.
4. The second sentence in "Class A Shares" under "Classes of
Shares" on page 25 is replaced by the following:
If you purchase Class A shares as part of an investment of at
least $1 million ($500,000 for Retirement Plans) in shares of
one or more Oppenheimer funds, you will not pay an initial
sales charge, but if you sell any of those shares within 12
months of buying them (18 months if the shares were purchased
prior to May 1, 1997), you may pay a contingent deferred sales
charge.
5. The following sentence is added to the end of "Which Class of
Shares Should You Choose? - How Does It Affect Payments To My
Broker?" on page 27:
The Distributor may pay additional periodic compensation from
its own resources to securities dealers or financial
institutions based upon the value of shares of the Fund owned
by the dealer or financial institution for its own account or
for its customers.
6. The first sentence in the second paragraph of "Buying Class A
Shares - Class A Contingent Deferred Sales Charge" on page 30 is
replaced by the following:
The Distributor pays dealers of record commission on
those purchases in an amount equal to (i) 1.0% for non-
Retirement Plan accounts, and (ii) for Retirement Plan
accounts, 1.0% of the first $2.5 million, plus 0.50% of
the next $2.5 million, plus 0.25% of purchases over $5
million, calculated on a calendar year basis.
7. In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 30, the first sentence is
replaced by the following:
If you redeem any of those shares purchased prior to May
1, 1997, within 18 months of the end of the calendar
month of their purchase, a contingent deferred sales
charge (called the "Class A contingent deferred sales
charge") may be deducted from the redemption proceeds.
A Class A contingent deferred sales charge may be
deducted from the redemption proceeds of any of those
shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end
of the calendar month of their purchase.
8. The third sentence of the second paragraph of "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 31 is replaced by the following:
The Distributor will add the value, at current offering price,
of the shares you previously purchased and currently own to
the value of current purchases to determine the sales charge
rate that applies.
9. The third sub-paragraph in "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 33 is
replaced by the following:
if, at the time of purchase of shares (prior to
May 1, 1997) the dealer agreed in writing to accept the
dealer's portion of the sales commission in installments
of 1/18th of the commission per month (and no further
commission will be payable if the shares are redeemed
within 18 months of purchase);
if, at the time of purchase of shares (on or
after May 1, 1997) the dealer agrees in writing to accept
the dealer's portion of the sales commission in
installments of 1/12th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 12 months of purchase);
10. The following sub-paragraphs are added at the end of "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 34:
for distributions from Retirement Plans having
500 or more eligible participants, except distributions
due to termination of all of the Oppenheimer funds as an
investment option under the Plan; and
for distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
11. The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 37:
If a dealer has a special agreement with the Distributor,
the Distributor will pay the Class B service fee and the
asset-based sales charge to the dealer quarterly in lieu
of paying the sales commission and service fee advance at
the time of purchase.
12. The following is added as a new penultimate sentence to the
sixth paragraph of "Distribution and Service Plans for Class B and
Class C shares" on page 37:
If a dealer has a special agreement with the
Distributor, the Distributor shall pay the Class C
service fee and asset-based sales charge to the dealer
quarterly in lieu of paying the sales commission and
service fee advance at the time of purchase.
13. The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C Sales Charges" on page 38 is replaced with the following and a
new sub-section (6) is added as follows:
distributions from OppenheimerFunds prototype
401(k) plans and from certain Massachusetts Mutual Life
Insurance Company prototype 401(k) plans . . . or (6)
for loans to participants or beneficiaries.
14. The following sub-paragraph is added at the end of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C Sales Charges" on page 38:
Distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
15. The section captioned "Special Investor Services" is revised
by adding the following after the sub-section captioned "PhoneLink"
on page 39:
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to
the Transfer Agent by fax (telecopier). Please call 1-
800-525-7048 for information about which transactions are
included. Transaction requests submitted by fax are
subject to the same rules and restrictions as written and
telephone requests described in this Prospectus.
May 1, 1997 PS0257.008
<PAGE>
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
Supplement Dated May 1, 1997
to the Statement of Additional Information dated February 21,
1997
The section of the Statement of Additional Information entitled
"Other Investment Restrictions" on pages 15 and 16 is revised by
this supplement to reflect that on February 4, 1997, the Board of
Trustees of the Fund determined that some of the investment
policies of the Fund should be changed as described below. The
changes that involve fundamental policies have been submitted to
the Fund's shareholders for a vote at a meeting scheduled for April
30, 1997, which has been adjourned. The proposed changes are as
follows:
(1) The fundamental policy that prohibits the Fund from
investing in physical commodities or physical commodity contracts
or speculate in financial commodity contracts, but permits the Fund
to purchase and sell financial futures contracts and options on
such futures contract exclusively for hedging purposes would be
replaced by the following fundamental policy: "The Fund cannot
invest in physical commodities or physical commodity contracts;
however, the Fund may: (i) buy and sell hedging instruments to the
extent specified in its Prospectus from time to time, and (ii) buy
and sell options, futures, securities or other instruments backed
by, or the investment return from which is linked to changes in the
price of, physical commodities."
(2) The Fund's policy that it may not purchase securities on
margin (except for such short-term loans as are necessary for the
clearance of purchases of portfolio securities) or make short sales
of securities except short sales "against-the-box" would no longer
be a fundamental policy.
(3) The Fund's policy that prevents the Fund from investing in
securities of other investment companies except in connection with
a merger, consolidation, reorganization or acquisition of assets
would be eliminated.
(4) The Fund's policy that it may not invest in interests in
oil, gas or other mineral exploration or development programs or
leases would no longer be a fundamental policy.
(5) The Fund's policy that it may not invest more than 5% of
its total assets (determined at the time of investment) in warrants
or invest more than 2% of its total assets in warrants not listed
on the New York or American Stock Exchange would no longer be a
fundamental policy.
May 1, 1997 PX0257.002
