OPPENHEIMER QUEST FOR VALUE FUNDS
497, 2000-04-28
Previous: OPPENHEIMER QUEST FOR VALUE FUNDS, 485BPOS, 2000-04-28
Next: ADVANCED POLYMER SYSTEMS INC /DE/, 10-K/A, 2000-04-28






                       OPPENHEIMER QUEST SMALL CAP VALUE FUND
                       Supplement dated April 28, 2000 to the
            Statement of Additional Information dated February 25, 2000

The Statement of Additional Information is supplemented as follows:

1. In the section  captioned "About the Fund - Additional  Information About the
Fund's Investment Policies and Risks - The Fund's Investment Policies" on page 2
(a) the first  sentence  of the first  paragraph  is  revised by  replacing  the
reference "Fund's Sub-Advisor, OpCap Advisors," with "Manager" and (b) the first
and third  sentences  of the  second  paragraph  are  revised by  replacing  the
reference "Sub-Advisor" with "Manager".

2. In the section  captioned "About the Fund - Additional  Information About the
Fund's Investment Policies and Risks - Investments in Equity Securities" on page
2 the third sentence of the first paragraph is revised to read as follows:  "The
Fund's  investments  primarily  include  stocks  of  companies  having  a market
capitalization  under $2.5  billion,  but the Fund can  purchase  securities  of
issuers having a larger market capitalization."

3. In the section  captioned "About the Fund - Additional  Information About the
Fund's Investment  Policies and Risks - Investments in Equity Securities on page
3 (a) the first sentence of the section titled "Value  Investing" is deleted and
(b) the following new section is added:

            Growth  Companies.  Growth  companies  are  those  that the  Manager
      believes are  entering  into a growth  cycle in their  business,  with the
      expectation  that  their  stock  will  increase  in  value.  They  may  be
      established companies as well as newer companies in the development stage.
      Growth  companies  may  have a  variety  of  characteristics  that  in the
      Manager's view define them as "growth" issuers.  They may be generating or
      applying new technologies,  new or improved distribution techniques or new
      services. They may own or develop natural resources. They may be companies
      that  can  benefit  from  changing  consumer  demands  or  lifestyles,  or
      companies that have projected  earnings in excess of the average for their
      sector or industry.  In each case,  they have  prospects  that the Manager
      believes are  favorable for the long term.  The portfolio  managers of the
      Fund look for growth  companies  with strong,  capable  management,  sound
      financial and accounting  policies,  successful  product  development  and
      marketing and other factors.

4. In the section  captioned "About the Fund - Additional  Information About the
Fund's Investment  Policies and Risks" the reference to "Sub-Advisor"  appearing
in the  following  sections  is replaced by  "Manager":  "Investments  in Equity
Securities - Convertible  Securities";  "Investments in Debt Securities - Credit
Risk; - Special Risks of Lower-Grade Securities; - U.S. Government Securities; -
Variable Amount Master Demand Notes; and - Special Risks of Emerging Markets".

5. In the section  captioned "About the Fund - Additional  Information About the
Fund's  Investment  Policies  and  Risks  -  Other  Investment   Techniques  and
Strategies" the reference to "Sub-Advisor"  appearing in the subsections  titled
"Investing in Other Investment  Companies",  "When-Issued  and  Delayed-Delivery
Transactions", "Repurchase Agreements" and "Hedging" is replaced by "Manager".

6. The eighth  bullet within the section  titled "Does the Fund Have  Additional
Fundamental  Policies" under "Investment  Restrictions" on page 23 is revised to
read as follows:  "The Fund cannot invest in securities of any issuer if, to the
knowledge  of the Trust,  officers,  directors  or  trustees of the Trust or the
Manager who own more than 1/2 of 1% of the outstanding securities of such issuer
together own more than 5% of the outstanding securities of such issuer."


7. The fourth sentence of the paragraph titled  "Renumeration of Trustees" under
"Trustees  and  Officers  of the Fund" on page 29 is revised to read as follows:
"The table below also shows the total  compensation  from all of the Oppenheimer
funds listed above,  including the compensation from the Fund, and from 12 other
funds  that  are  not  Oppenheimer   funds  but  for  which  the  Fund's  former
Sub-Advisor, OpCap Advisors, acts as investment advisor."

8. The footnote numbered 3 beneath the chart under the heading  "Renumeration of
Trustees" on page 30 is revised to read as follows:  "Total compensation for the
1999  calendar  year  includes  compensation  from 12 funds for which the Fund's
former Sub-Advisor acts as investment adviser."

9. In the  section  captioned  "About  the Fund - How the Fund is  Managed - The
Manager" the first  paragraph  of the section  titled "The  Investment  Advisory
Agreement" is replaced with the following:

            "The Manager provides investment advisory and management services to
            the Fund under an investment  advisory agreement between the Manager
            and the Fund's parent Trust. The Manager selects  securities for the
            Fund's  portfolio and handles the Fund's  day-to-day  business.  The
            portfolio  managers of the Fund are  employed by the Manager and are
            the  persons  who  are  principally  responsible  for the day to day
            management of the Fund's portfolio.  From November 22, 1995 to April
            28, 2000, pursuant to the terms of a Sub-Advisory Agreement with the
            Manager,  OpCap Advisors acted as the sub-advisor to the Fund and in
            such capacity selected securities for the Fund's portfolio."

10. In the section  captioned  "About the Fund - How the Fund is  Managed",  the
section titled "The Sub-Advisor" on pages 32 and 33 is deleted in its entirety.

11. In the section  captioned  "About the Fund - How the Fund is  Managed",  the
section captioned "Brokerage Policies of the Fund" on page 33 is replaced in its
entirety with the following:

            "Brokerage  Provisions of the Investment Advisory Agreement.  One of
            the duties of the Manager under the investment advisory agreement is
            to  arrange  the  portfolio  transactions  for the Fund.  The Fund's
            investment  advisory  agreement with the Manager contain  provisions
            relating to the  employment of  broker-dealers  to effect the Fund's
            portfolio  transactions.  The Manager is  authorized by the advisory
            agreement to employ broker-dealers,  including "affiliated" brokers,
            as that term is defined in the  Investment  Company Act. The Manager
            may employ  broker-dealers  that, in its best judgment  based on all
            relevant  factors,  will implement the policy of the Fund to obtain,
            at reasonable expense,  the "best execution" of the Fund's portfolio
            transactions.  "Best execution" means prompt and reliable  execution
            at the most favorable  price  obtainable.  The Manager need not seek
            competitive commission bidding.  However, the Manager is expected to
            be aware of the current  rates of  eligible  brokers and to minimize
            the commissions paid to the extent consistent with the interests and
            policies of the Fund as established by its Board of Trustees.

            The Manager may select brokers (other than  affiliates) that provide
            brokerage  and/or  research  services  for the Fund and/or the other
            accounts over which the Manager or their respective  affiliates have
            investment  discretion.  The commissions paid to such brokers may be
            higher than another  qualified  broker would charge,  if the Manager
            makes a good faith  determination  that the  commission  is fair and
            reasonable  in relation to the services  provided.  Subject to those
            considerations,  as a factor in  selecting  brokers  for the  Fund's
            portfolio  transactions,  the  Manager  may also  consider  sales of
            shares  of the Fund and  other  investment  companies  for which the
            Manager or an affiliate serves as investment advisor.

            Brokerage Practices Followed by the Manager.  Brokerage for the Fund
            is allocated  subject to the provisions of the  investment  advisory
            agreement and the procedures and rules described  above.  Generally,
            the  Manager's  portfolio  traders  allocate  brokerage  based  upon
            recommendations  from  the  Fund's  portfolio  manager.  In  certain
            instances, portfolio managers may directly place trades and allocate
            brokerage.   In  either  case,  the  Manager's   executive  officers
            supervise the allocation of brokerage.

            Transactions in securities other than those for which an exchange is
            the primary  market are  generally  done with  principals  or market
            makers.  In  transactions  on  foreign  exchanges,  the  Fund may be
            required to pay fixed brokerage  commissions and therefore would not
            have  the  benefit  of  negotiated  commissions  available  in  U.S.
            markets.  Brokerage  commissions are paid primarily for transactions
            in listed securities or for certain fixed-income agency transactions
            in the secondary market.  Otherwise  brokerage  commissions are paid
            only if it appears  likely that a better price or  execution  can be
            obtained by doing so.

            Other funds advised by the Manager have investment  policies similar
            to those of the Fund.  Those  other  funds may  purchase or sell the
            same  securities  as the Fund at the same  time as the  Fund,  which
            could affect the supply and price of the securities.  If two or more
            funds advised by the Manager  purchase the same security on the same
            day from the same  dealer,  the  transactions  under those  combined
            orders are averaged as to price and allocated in accordance with the
            purchase or sale orders actually placed for each account.

            Most purchases of debt obligations are principal transactions at net
            prices.  Instead of using a broker for those transactions,  the Fund
            normally deals directly with the selling or purchasing  principal or
            market  maker unless the Manager  determines  that a better price or
            execution  can be  obtained  by  using  the  services  of a  broker.
            Purchases  of  portfolio  securities  from  underwriters  include  a
            commission  or  concession  paid by the  issuer to the  underwriter.
            Purchases  from dealers  include a spread  between the bid and asked
            prices. The Fund seeks to obtain prompt execution of these orders at
            the most favorable net price.

            The investment  advisory  agreement  permits the Manager to allocate
            brokerage for research services. The research services provided by a
            particular  broker may be useful only to one or more of the advisory
            accounts of the Manager and its affiliates.  The investment research
            received for the  commissions  of those other accounts may be useful
            both to the Fund and one or more of the  Manager's  other  accounts.
            Investment  research may be supplied to the Manager by a third party
            at the instance of a broker through which trades are placed.

            Investment  research  services  include  information and analysis on
            particular  companies  and  industries as well as market or economic
            trends and  portfolio  strategy,  market  quotations  for  portfolio
            evaluations,  information  systems,  computer  hardware  and similar
            products  and  services.  If a research  service  also  assists  the
            Manager in a  non-research  capacity  (such as  bookkeeping or other
            administrative  functions),  then only the  percentage  or component
            that  provides   assistance   to  the  Manager  in  the   investment
            decision-making process may be paid in commission dollars.

            The  research  services  provided by brokers  broadens the scope and
            supplements  the research  activities of the Manager.  That research
            provides  additional  views and comparisons for  consideration,  and
            helps the Manager to obtain market  information for the valuation of
            securities that are either held in the Fund's portfolio or are being
            considered  for purchase.  The Manager  provides  information to the
            Board  about  the  commissions  paid  to  brokers   furnishing  such
            services, together with the Manager's representation that the amount
            of such  commissions was reasonably  related to the value or benefit
            of such services."



      12.   The reference to  "Sub-Advisor" on the back cover and the name and
      address thereunder are deleted.





      April 28, 2000                                              px251.010




<PAGE>



                       OPPENHEIMER QUEST SMALL CAP VALUE FUND
                       Supplement dated April 28, 2000 to the
                          Prospectus dated February 25, 2000


The Prospectus is supplemented as follows:


1.    The  previous  supplement  dated  March  10,  2000 is  replaced  by this
supplement.

2.    In  the  section  captioned  "About  The  Fund - The  Fund's  Investment
Objective and  Strategies",  the first sentence of the paragraph  titled "What
Does the Fund  Mainly  Invest  In?" on page 3 is revised  to read as  follows:
"The Fund  invests  mainly in common  stocks of U.S.  issuers that have market
capitalizations under $2.5 billion."

3.  In  the   section   captioned   "About   The   Fund  -  the   Fund's
Investment  Objective and Strategies",  the paragraph titled "How Do the
Portfolio  Managers Decide What Securities to Buy or Sell?" on page 3 is
revised to read as follows:

     "In  selecting  securities  for  purchase  or sale by the Fund,  the Fund's
     portfolio managers use an investment process that combines both "value" and
     "growth" investment styles.

     A "value"  approach is used to search for securities of companies  believed
     to be  undervalued  in the  marketplace,  in relation to factors  such as a
     company's book value, sales,  earnings,  growth potential and cash flows. A
     "growth"  investing  style  encompasses a search for companies  whose stock
     price is expected to  increase at a greater  rate than the overall  market.
     These  issuers  may be  entering a growth  phase,  marked by  increases  in
     earnings, sales, cash flows, or other factors, which suggest that the stock
     may  increase in value over time.  The  portfolio  managers  construct  the
     portfolio using quantitative models,  fundamental research about particular
     securities   and   individual   judgment.   While  this   process  and  the
     inter-relationship  of the  factors  used  may  change  over  time  and its
     implementation  may vary in  particular  cases,  in general  the  selection
     process involves the use of:

      Multi-factor  quantitative  models:  These  include a group of  "top-down"
      models that  analyze  data such as  relative  valuations,  relative  price
      trends, interest rates and the shape of the yield curve. These help direct
      portfolio  emphasis by industries and value and growth styles.  A group of
      "bottom up" models helps to rank stocks in a universe typically  including
      the 1000 stocks  that  follow the  largest  1000 stocks in order of market
      capitalization,  selecting stocks for relative attractiveness by analyzing
      fundamental stock and company characteristics.

      Fundamental  research:  The portfolio  managers use internal  research and
      analysis by other market  analysts,  with emphasis on current company news
      and industry-related events.

      Judgment:  The portfolio is then  continuously  re-balanced by the
      portfolio managers, using all of the tools described above.

4. In the section  captioned  "About The Fund - Main Risks of  Investing  in the
Fund",  the first sentence of the paragraph  titled  "Special Risks of Small-Cap
Stocks"  on  page  4 is  revised  to  read  as  follows:  "The  Fund  emphasizes
investments in securities of companies having a market capitalization under $2.5
billion."

5. In the section captioned "About the Fund - About the Fund's Investments", the
first  sentence  of  the  paragraph  titled  "The  Fund's  Principal  Investment
Policies" on page 8 is revised to read as follows: "The allocation of the Fund's
portfolio  among  different  investments  will  vary over  time  based  upon the
evaluation of economic and market trends by the Manager."

6. In the section captioned "About The Fund - About the Fund's Investments", the
second paragraph under "The Fund's Principal  Investment  Policies" on page 8 is
revised by deleting the first sentence and revising the second  sentence to read
as  follows:  "The  Manager  tries  to  reduce  risks by  carefully  researching
securities  before they are  purchased  and by reducing  the Fund's  exposure to
market risks by diversifying its investments."

7. In the section captioned "About The Fund - About the Fund's Investments", the
first sentence of the paragraph titled  "Small-Cap Stock  Investments - Cyclical
Opportunities"  on page 8 is revised to read as  follows:  "The Fund may seek to
take  advantage of changes in the business  cycle by investing in companies that
are  sensitive  to those  changes if the  portfolio  managers  believe  they are
undervalued and have growth potential."

8. In the section captioned "About The Fund - About the Fund's Investments", the
last  sentence of the  paragraph  titled  "Other  Investment  Strategies  - Debt
Securities" on page 10 is revised to read as follows:  "That means that they are
rated  lower  than  "Baa" by Moody's  Investors  Service or "BBB" by  Standard &
Poor's Rating Service or have comparable ratings by other  nationally-recognized
rating  organizations or are unrated securities assigned an equivalent rating by
the Manager."

9. In the section captioned "About The Fund - About the Fund's Investments", the
fourth sentence of the paragraph titled "Other  Investment  Strategies - Hedging
Instruments" on page 10 is revised to read as follows:  "The underlying security
or  investment  on which  the  hedging  instrument  is  based,  and the  hedging
instrument itself, may not perform the way the Manager expected it to perform."

10. In the  section  captioned  "About  The Fund - How the Fund is Managed - The
Manager",  the subsection titled "The Sub-Advisor" on pages 11 and 12 is deleted
in its entirety.

11. In the  section  captioned  "About  The Fund - How the Fund is Managed - The
Manager",  the paragraph titled  "Portfolio  Managers" on page 12 is replaced in
its entirety with the following:

            "The  Fund's  portfolio  managers,  Charles  Albers  and
            Mark Zavanelli,  are the persons  primarily  responsible
            for the  selection of the Fund's  portfolio  securities.
            Mr.  Albers is a Senior  Vice  President  of the Manager
            and  an   officer   and   portfolio   manager  of  other
            Oppenheimer  funds.  Mr.  Zavanelli is an Assistant Vice
            President  of  the  Fund  and  a  portfolio  manager  of
            another    Oppenheimer   fund.   Messrs.    Albers   and
            Zavanelli  became  the  Fund's  portfolio   managers  on
            April 28, 2000.

            Prior to  joining  the  Manager  in April  1998,  Mr.  Albers  was a
            portfolio  manager at Guardian  Investor  Services (from 1972),  the
            investment  management  subsidiary  of The Guardian  Life  Insurance
            Company. Before joining the Manager in April 1998, Mr. Zavanelli was
            President of Waterside Capital Management,  a registered  investment
            advisor (from August  1995),  and a financial  research  analyst for
            Elder Research  (from June 1997).  Prior to that he was a manager of
            research services for ZPR Investment Management, Inc., an investment
            advisor (from June 1992 to July 1995)."

12. In the section  captioned  "About Your  Account - How to Sell  Shares",  the
subsection  "Telephone  Redemptions  Paid by Check"  under "Are There  Limits on
Amounts  Redeemed  by  Telephone"  on page 23 is deleted and  replaced  with the
following: "Up to $100,000 may be redeemed by telephone in any 7-day period. The
check  must be payable to all owners of record of the shares and must be sent to
the address on the account  statement.  This service is not available  within 30
days of changing the address on an account."








April 28, 2000                                                    ps251.015



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission