OPPENHEIMER QUEST FOR VALUE FUNDS
497, 1998-05-15
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                 OPPENHEIMER QUEST SMALL CAP VALUE FUND
                  Supplement dated May 15, 1998 to the
                    Prospectus dated January 26, 1998

The Prospectus is changed as follows effective June 1, 1998:

1.    Footnote   number  1  under   the  table   entitled   "Shareholder
Transaction Expenses" on
page 3 is modified to read as follows:

            (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 18 calendar
            months 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 second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 25 is modified to read as
follows:

            If you purchase  Class A shares as part of an investment of at least
            $1 million  ($500,000 for Retirement Plans) in shares of one or more
            Oppenheimer  funds, you will not pay an initial sales charge, but if
            you sell any of those shares  within 18 months of buying  them,  you
            may pay a contingent deferred sales charge, described below.

3. The first and second sentences of the third paragraph of the section entitled
"Buying Class A  Shares-Class A Contingent  Deferred  Sales Charge"  starting on
page 29 are modified
to read as follows:

            If you redeem any Class A shares subject to the contingent  deferred
            sales  charge  described  above  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 different holding period
            may apply to shares purchased prior to June 1, 1998).

                                                                     [continued]

<PAGE>





                                                                     [continued]

<PAGE>



4. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares-Class A Contingent  Deferred Sales Charge" starting on page 29 is
modified to read
as follows:

            However,  if the shares  acquired by exchange are redeemed within 18
            months  of the end of the  calendar  month  of the  purchase  of the
            exchanged shares,  the contingent  deferred sales charge will apply.
            (A different  holding period may apply to shares  purchased prior to
            June 1, 1998).

5. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 31 is
hereby deleted.

6. The  following  sub-paragraphs  of the section  entitled  "Waivers of Class A
Sales
Charges" are deleted:

            o if, at the time of purchase of shares (if  purchased  prior to May
            1, 1997) the dealer agreed in writing to accept the dealer's portion
            of the sales  commission in installments of 1/18th of the commission
            per month (and no further  commission  will be payable if the shares
            are redeemed within 18 months of purchase);

            o if, at the time of  purchase  of shares (if  purchased  during the
            period May 1, 1997 through  December 31, 1997) the dealer  agreed 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);

7. The  sub-section  captioned  "OppenheimerFunds  Internet  Web Site" under the
heading "Special Investor Services" is revised as follows:

            OppenheimerFunds  Internet Web Site.  Information  about the
            Fund,
            including your account balance,  daily share prices,  market
            and Fund
            portfolio  information,  may be  obtained  by  visiting  the
            OppenheimerFunds
            Internet Web Site, at the following Internet address:
            http://www.oppenheimerfunds.com.    Additionally,    certain
            account
            transactions  may be requested by any shareholder  listed in
            the registration


<PAGE>



            on an  account as well as by the  dealer  representative  of record,
            through a special  section of that Web Site.  To access that section
            of the Web Site,  you must first  obtain a  personal  identification
            number   ("PIN")   by   calling   OppenheimerFunds    PhoneLink   at
            1-800-533-3310.  If  you  do  not  wish  to  have  Internet  account
            transactions  capability for your account,  please call our customer
            service   representatives  at  1-800-525-7048.   To  find  out  more
            information about Internet transactions and procedures, please visit
            the Web Site.




May 15, 1998                                                  PSO251.011




<PAGE>





                     OPPENHEIMER QUEST SMALL CAP VALUE FUND
                     Supplement   dated  May  15,  1998  to  the   Statement  of
          Additional Information dated January 26, 1998

The Statement of Additional  Information is changed as follows effective June 1,
1998:

      The third sentence of the fourth paragraph in the section entitled "How To
Exchange Shares" starting on page 44 is revised to read as follows:

            However, if you redeem Class A shares of the Fund that were acquired
            by exchange of Class A shares of other  Oppenheimer  funds purchased
            subject to a Class A  contingent  deferred  sales  charge  within 18
            months  of the end of the  calendar  month  of the  purchase  of the
            exchanged  Class A shares,  the Class A  contingent  deferred  sales
            charge is imposed on the  redeemed  shares (see "Class A  Contingent
            Deferred  Sales  Charge" in the  Prospectus).  (A different  holding
            period may apply to shares purchased prior to June 1, 1998).

May 15, 1998                                                PXO251.006


                      OPPENHEIMER QUEST OFFICERS VALUE FUND
                        Supplement Dated October 18, 1996
                    To the Prospectus dated February 15, 1996

      The Prospectus is amended as follows:

      1. The  parenthetical  in  footnote 1  following  the table in the section
captioned  "Shareholder  Transaction  Expenses"  on page 3 is revised to read as
follows:  "($500,000 or more for purchases by "Retirement  Plans," as defined in
"Class A Contingent Deferred Sales Charge" on page 24)."

      2. The first and second  sentences in the sub-section  captioned  "Class A
Shares" in "How to Buy  Shares-Classes of Shares" on page 20 are revised to read
as follows:

      If you  buy  Class  A  shares,  you may pay an  initial  sales  charge  on
      investments  up to $1 million (up to $500,000 for purchases by "Retirement
      Plans," as defined in "Class A Contingent  Deferred  Sales Charge" on page
      24). If you purchase  Class A shares as part of an  investment of at least
      $1  million  ($500,000  for  Retirement  Plans)  in  shares of one or more
      Oppenheimer  funds,  you will not pay an initial sales charge,  but if you
      sell any of those shares  within 18 months of buying  them,  you may pay a
      contingent deferred sales charge.

      3. The first and  second  paragraphs  in the  section  captioned  "Class A
Contingent Deferred Sales Charge" on page 24 are revised to read as follows:

      There is no initial sales charge on purchases of Class A shares of any one
      or more of the Oppenheimer funds in the following cases:

      o  Purchases aggregating $1 million or more.

      o Purchases by a retirement plan qualified under sections 401(a) or 401(k)
      of the Internal  Revenue Code, by a  non-qualified  deferred  compensation
      plan (not  including  Section 457 plans),  employee  benefit  plan,  group
      retirement  plan  (see  "How to Buy  Shares  -  Retirement  Plans"  in the
      Statement of Additional  Information for further  details),  an employee's
      403(b)(7) custodial plan account,  SEP IRA, SARSEP, or SIMPLE plan (all of
      these plans are collectively referred to as "Retirement Plans"); that: (1)
      buys shares costing $500,000 or more



<PAGE>



      or (2) has, at the time of purchase, 100 or more eligible participants, or
      (3) certifies  that it projects to have annual plan  purchases of $200,000
      or more.

      o Purchases by an OppenheimerFunds  Rollover IRA if the purchases are made
      (1) through a broker,  dealer, bank or registered  investment adviser that
      has made special arrangements with the Distributor for these purchases, or
      (2) by a direct  rollover of a  distribution  from a qualified  retirement
      plan if the administrator of that plan has made special  arrangements with
      the Distributor for those purchases.

      The Distributor  pays dealers of record  commissions on those purchases in
      an amount equal to (i) 1.0% for non-Retirement Plan accounts, and (ii) for
      Retirement  Plan accounts,  1.0% of the first $2.5 million,  plus 0.50% of
      the next $2.5  million,  plus 0.25% of  purchases  over $5  million.  That
      commission  will be paid only on those  purchases that were not previously
      subject  to a  front-end  sales  charge and  dealer  commission.  No sales
      commission will be paid to the dealer,  broker or financial institution on
      sales of Class A shares  purchased with the redemption  proceeds of shares
      of a mutual fund offered as an investment  option in a Retirement  Plan in
      which  Oppenheimer  funds are also offered as  investment  options under a
      special  arrangement with the Distributor if the purchase occurs more than
      30 days  after the  addition  of the  Oppenheimer  funds as an  investment
      option to the Retirement Plan.

      4. Effective January 1, 1997, the second sentence in the section captioned
"Special
Arrangements with Dealers" on page 25 is deleted.

      5. The seventh  subparagraph under the section captioned "Waivers of Class
A Sales Charges - Waivers of Initial and  Contingent  Deferred Sales Charges for
Certain  Purchasers"  on page 26 is  deleted  and  replaced  with the  following
subparagraph:

            |_| (1)  investment  advisors and  financial  planners who charge an
            advisory,  consulting or other fee for their services and buy shares
            for  their  own  accounts  or the  accounts  of their  clients,  (2)
            Retirement Plans and deferred  compensation plans and trusts used to
            fund those Plans (including, for example, plans qualified or created
            under sections 401(a),  403(b) or 457 of the Internal Revenue Code),
            and "rabbi  trusts" that buy shares for their own accounts,  in each
            case if those  purchases are made through a broker or agent or other
            financial  intermediary that has made special  arrangements with the
            Distributor for those purchases;  and (3) clients of such investment
            advisors or financial planners who buy shares



<PAGE>



            for their own accounts may also purchase shares without sales charge
            but only if their  accounts are linked to a master  account of their
            investment  advisor or financial planner on the books and records of
            the  broker,   agent  or  financial   intermediary  with  which  the
            Distributor  has  made  such  special  arrangements  (each  of these
            investors  may be charged a fee by the  broker,  agent or  financial
            intermediary for purchasing shares).

      6. The section  captioned  "Waivers of Class A Sales  Charges - Waivers of
the Class A Contingent Deferred Sales Charge for Certain Redemptions" on page 27
is revised to read as follows:

      The Class A contingent deferred sales charge is also waived if shares that
      would  otherwise be subject to the  contingent  deferred  sales charge are
      redeemed in the following cases:

            o     to make  Automatic  Withdrawal  Plan payments that are limited
                  annually to no more than 12% of the original account value;

            o     involuntary  redemptions  of  shares  by  operation  of law or
                  involuntary  redemptions of small  accounts (see  "Shareholder
                  Account Rules and Policies," below);

           o      if,  at the time a  purchase  order is  placed  for
                  Class A shares that
                  would   otherwise   be   subject  to  the  Class  A
                  contingent deferred
                  sales  charge,  the  dealer  agrees in  writing  to
                  accept the dealer's
                  portion  of the  commission  payable on the sale in
                  installments of
                  1/18th  of  the  commission  per  month  (  and  no
                  further commission
                  will be payable if the shares are  redeemed  within
                  18 months of
                  purchase);

            o     for  distributions  from a TRAC-2000  401(k) plan sponsored by
                  the  Distributor  due to  the  termination  of  the  TRAC-2000
                  program.

            o      for distributions  from Retirement Plans,  deferred
                  compensation
                  plans or other  employee  benefit  plans for any of
                  the following
                  purposes:  (1)  following  the death or  disability
                  (as defined in the



<PAGE>


                  Internal  Revenue Code) of the participant or beneficiary (the
                  death or disability must occur after the participant's account
                  was established);  (2) to return excess contributions;  (3) to
                  return  contributions  made  due to a  mistake  of  fact;  (4)
                  hardship  withdrawals,  as  defined  in the plan;  (5) under a
                  Qualified Domestic Relations Order, as defined in the Internal
                  Revenue   Code;   (6)  to  meet   the   minimum   distribution
                  requirements  of the Internal  Revenue Code;  (7) to establish
                  "substantially   equal  periodic  payments"  as  described  in
                  Section 72(t) of the Internal Revenue Code; (8) for retirement
                  distributions or loans to participants or  beneficiaries;  (9)
                  separation from service; (10) participant-directed redemptions
                  to purchase shares of a mutual fund (other than a fund managed
                  by the  Manager or its  subsidiary)  offered as an  investment
                  option in a  Retirement  Plan in which  Oppenheimer  funds are
                  also offered as investment options under a special arrangement
                  with the Distributor;  or (11) plan termination or "in-service
                  distributions",  if the  redemption  proceeds  are rolled over
                  directly to an OppenheimerFunds IRA.

October 18, 1996                                           PS0229.005









                      OPPENHEIMER QUEST OFFICERS VALUE FUND
                     Supplement   dated  May  15,  1998  to  the   Statement  of
          Additional Information dated January 26, 1998

The Statement of Additional  Information is changed as follows effective June 1,
1998:

      The third sentence of the fourth paragraph in the section entitled "How To
Exchange Shares" starting on page 45 is revised to read as follows:

            However, if you redeem Class A shares of the Fund that were acquired
            by exchange of Class A shares of other  Oppenheimer  funds purchased
            subject to a Class A  contingent  deferred  sales  charge  within 18
            months  of the end of the  calendar  month  of the  purchase  of the
            exchanged  Class A shares,  the Class A  contingent  deferred  sales
            charge is imposed on the  redeemed  shares (see "Class A  Contingent
            Deferred  Sales  Charge" in the  Prospectus).  (A different  holding
            period may apply to shares purchased prior to June 1, 1998).

May 15, 1998                                                PXO229.005








                OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
                  Supplement dated May 15, 1998 to the
                        Prospectus dated January 26, 1998

The Prospectus is changed as follows effective June 1, 1998:

1.    Footnote   number  1  under   the  table   entitled   "Shareholder
Transaction Expenses" on
page 3 is modified to read as follows:

            (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 18 calendar
            months 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 second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 24 is modified to read as
follows:

            If you purchase  Class A shares as part of an investment of at least
            $1 million  ($500,000 for Retirement Plans) in shares of one or more
            Oppenheimer  funds, you will not pay an initial sales charge, but if
            you sell any of those shares  within 18 months of buying  them,  you
            may pay a contingent deferred sales charge, described below.

3. The first and second sentences of the third paragraph of the section entitled
"Buying Class A  Shares-Class A Contingent  Deferred  Sales Charge"  starting on
page 29 are modified to read as follows:

            If you redeem any Class A shares subject to the contingent  deferred
            sales  charge  described  above  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 different holding period
            may apply to shares purchased prior to June 1, 1998).

                                                                     [continued]

<PAGE>



4. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares-Class A Contingent  Deferred Sales Charge" starting on page 29 is
modified to read as follows:

            However,  if the shares  acquired by exchange are redeemed within 18
            months  of the end of the  calendar  month  of the  purchase  of the
            exchanged shares,  the contingent  deferred sales charge will apply.
            (A different  holding period may apply to shares  purchased prior to
            June 1, 1998).

5. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 30 is
hereby deleted.

6. The  following  sub-paragraphs  of the section  entitled  "Waivers of Class A
Sales
Charges" are deleted:

            o if, at the time of purchase of shares (if  purchased  prior to May
            1, 1997) the dealer agreed in writing to accept the dealer's portion
            of the sales  commission in installments of 1/18th of the commission
            per month (and no further  commission  will be payable if the shares
            are redeemed within 18 months of purchase);

            o if, at the time of  purchase  of shares (if  purchased  during the
            period May 1, 1997 through  December 31, 1997) the dealer  agreed 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);

7. The  sub-section  captioned  "OppenheimerFunds  Internet  Web Site" under the
heading "Special Investor Services" is revised as follows:

            OppenheimerFunds  Internet Web Site.  Information  about the
            Fund,
            including your account balance,  daily share prices,  market
            and Fund
            portfolio  information,  may be  obtained  by  visiting  the
            OppenheimerFunds
            Internet Web Site, at the following Internet address:
            http://www.oppenheimerfunds.com.    Additionally,    certain
            account
            transactions  may be requested by any shareholder  listed in
            the registration


<PAGE>



            on an  account as well as by the  dealer  representative  of record,
            through a special  section of that Web Site.  To access that section
            of the Web Site,  you must first  obtain a  personal  identification
            number   ("PIN")   by   calling   OppenheimerFunds    PhoneLink   at
            1-800-533-3310.  If  you  do  not  wish  to  have  Internet  account
            transactions  capability for your account,  please call our customer
            service   representatives  at  1-800-525-7048.   To  find  out  more
            information about Internet transactions and procedures, please visit
            the Web Site.




May 15, 1998                                                  PSO236.009



                   OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
                     Supplement   dated  May  15,  1998  to  the   Statement  of
          Additional Information dated January 26, 1998


The Statement of Additional  Information is changed as follows effective June 1,
1998:

      The third sentence of the fourth paragraph in the section entitled "How To
Exchange Shares" starting on page 40 is revised to read as follows:

            However, if you redeem Class A shares of the Fund that were acquired
            by exchange of Class A shares of other  Oppenheimer  funds purchased
            subject to a Class A  contingent  deferred  sales  charge  within 18
            months  of the end of the  calendar  month  of the  purchase  of the
            exchanged  Class A shares,  the Class A  contingent  deferred  sales
            charge is imposed on the  redeemed  shares (see "Class A  Contingent
            Deferred  Sales  Charge" in the  Prospectus).  (A different  holding
            period may apply to shares purchased prior to June 1, 1998).

May 15, 1998                                                PXO236.005









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