SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

Filed by the registrant(s)          / X /

Filed by a party other than the registrant     /   /

Check the appropriate box:

/ /   Preliminary proxy statement


/ X/  Definitive proxy statement


/   / Definitive additional materials

/   / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

BOND FUND SERIES
OPPENHEIMER MIDCAP FUND
OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
OPPENHEIMER QUEST FOR VALUE FUNDS
OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC.
OPPENHEIMER QUEST VALUE FUND, INC.
ROCHESTER FUND MUNICIPALS
ROCHESTER PORTFOLIO SERIES
------------------------------------------------------------
(Name of Registrant(s) as Specified in Its Charter)

SAME AS ABOVE
------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
/ X / No Fee Requred

/   / 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

                          BOND FUND SERIES on behalf of
                     -Oppenheimer Convertible Securities Fund
                             OPPENHEIMER MIDCAP FUND
                    OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                  OPPENHEIMER QUEST FOR VALUE FUNDS on behalf of

                         -Oppenheimer Quest Balanced Fund
                    -Oppenheimer Quest Opportunity Value Fund
                    -Oppenheimer Small- & Mid- Cap Value Fund

                 OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC.
                        OPPENHEIMER QUEST VALUE FUND, INC.
                            ROCHESTER FUND MUNICIPALS
                     ROCHESTER PORTFOLIO SERIES on behalf of
                      -Limited Term New York Municipal Fund

                 NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD December 5, 2005


      The Oppenheimer funds listed above (each a "Fund" and collectively the
"Funds") will host a joint Special Meeting of Shareholders ("Special Meeting") on
December 5, 2005 at 1:00 p.m., Mountain Time, as may be adjourned from
time-to-time.  The Special Meeting will be held at the Funds' offices located at
6803 South Tucson Way, Centennial, Colorado 80112.  At the Special Meeting,
shareholders will be asked to vote on the following:


      1.    A proposal to elect the Board of Trustees for each Fund;

      2.    Proposals to change or eliminate certain fundamental investment
            policies.


      Any shareholder who owned shares of a Fund at the close of business on
September 14, 2005 (the "Record Date") will receive notice of the Special
Meeting and will be entitled to vote at the Special Meeting or any adjournment
or postponement of the Special Meeting.  Please read the full text of the
enclosed Proxy Statement for a complete understanding of the proposals.


              YOU CAN VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL.
                          WE URGE YOU TO VOTE PROMPTLY.
                             YOUR VOTE IS IMPORTANT.


                                       By Order of the Board of Trustees/Directors

                                                         Robert G. Zack, Secretary


Dated: October 3, 2005

  PLEASE HELP YOUR FUND AVOID THE EXPENSES OF ADDITIONAL SOLICITATIONS BY VOTING
                                      TODAY










                          BOND FUND SERIES on behalf of
                     -Oppenheimer Convertible Securities Fund
                             OPPENHEIMER MIDCAP FUND
                    OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                  OPPENHEIMER QUEST FOR VALUE FUNDS on behalf of

                         -Oppenheimer Quest Balanced Fund
                    -Oppenheimer Quest Opportunity Value Fund
                    -Oppenheimer Small- & Mid- Cap Value Fund

                 OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC.
                        OPPENHEIMER QUEST VALUE FUND, INC.
                            ROCHESTER FUND MUNICIPALS
                     ROCHESTER PORTFOLIO SERIES on behalf of
                      -Limited Term New York Municipal Fund

                      JOINT SPECIAL MEETING OF SHAREHOLDERS

                                 December 5, 2005

      This is a Proxy Statement for the above listed Oppenheimer funds (each a
"Fund" and collectively the "Funds").  The Board of Trustees or Board of
Directors ("Board") of each of the Funds is soliciting proxies for a joint
Special Meeting of Shareholders of each Fund to approve proposals that have
already been approved by the Board.  (For purposes of this Proxy Statement, a
member of the Board is referred to as a "Trustee" and collectively referred to
as the "Trustees".)

      The Board has sent you this Proxy Statement to ask for your vote on
several proposals affecting your Fund.  The Funds will hold a Special Meeting of
Shareholders on December 5, 2005 at 1:00 p.m., Mountain Time, as may be
adjourned from time to time.  The Special Meeting will be held at the Funds'
offices located at 6803 South Tucson Way, Centennial, Colorado  80112 in order
to consider the proposals described in this Proxy Statement.


      Any shareholder who owned shares of a Fund on September 14, 2005 (the
"Record Date") will receive notice of the Special Meeting and will be entitled to
vote at the meeting or any adjournment or postponement of the meeting.
Shareholders are entitled to cast one vote for each full share and fractional
vote for each fractional share they owned on the Record Date.

      You should read the entire Proxy Statement before voting.  If you have any
questions, please call 1-800-225-5677 (1-800-CALL-OPP).  The Funds expect to
mail the Notice of Special Meeting, this Proxy Statement and proxy ballot to
shareholders on or about October 3, 2005.


      The Funds are required by federal law to file reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
The SEC maintains a website that contains information about the Funds
(www.sec.gov).  You can inspect and copy the proxy material, reports and other
information at the public reference facilities of the SEC, 450 Fifth Street,
N.W., Washington, D.C.  20549.  You can also obtain copies of these materials
from the Public Reference Branch, Office of Consumer Affairs and Information
Services of the SEC at 450 Fifth Street, N.W., Washington, D.C.  20549, at
prescribed rates.

      The Annual Report to Shareholders of each Fund, including financial
statements of the Fund, has previously been sent to shareholders.  Upon request,
each Fund's most recent annual and subsequent semi-annual report (if available)
is available at no cost.  To request a report please call the Funds toll-free at
1-800-CALL OPP (1-800-225-5677), or write to the Funds at OppenheimerFunds
Services, P.O. Box 5270, Denver, Colorado  80217-5270.


                              QUESTIONS AND ANSWERS:

What proposals am I being asked to vote on?

      You are being asked to vote on the following proposals:

PROPOSAL 1: Depending on your Fund(s) and as indicated below, to elect six or
seven Trustees to the Fund(s).



---------------------------------------------------------
Funds with Six Nominees               Nominees
---------------------------------------------------------
---------------------------------------------------------

MidCap Fund                           Paul Y. Clinton
Quest Balanced Fund                   Thomas W. Courtney
Quest Capital Value Fund              Robert G. Galli
Quest International Value Fund        Lacy B. Herrmann
Quest Opportunity Value Fund          John W. Murphy
Quest Value Fund                      Brian F. Wruble
Small- & Mid- Cap Value Fund

---------------------------------------------------------
---------------------------------------------------------
Funds with Seven Nominees             Nominees
---------------------------------------------------------
---------------------------------------------------------
Convertible Securities Fund           John Cannon
Limited Term New York Municipal Fund  Paul Y. Clinton
Rochester Fund Municipals             Thomas W. Courtney

                                      Robert G. Galli
                                      Lacy B. Herrmann
                                      John V. Murphy
                                      Brian F. Wruble


---------------------------------------------------------



      For the election of Trustees, shareholders of Quest Balanced Fund, Quest
Opportunity Value Fund, and Small- & Mid- Cap Value Fund (each a series of
Oppenheimer Quest For Value Funds) will vote together.  Shareholders of all
other Funds will vote separately.


PROPOSAL 2:  To approve changes in, or elimination of, certain fundamental
investment policies.

      The following key provides a brief description of each sub-proposal in
Proposal 2.  Following the key is a table showing which proposals apply to your
Fund(s).

      Shareholders of each Fund vote separately on each sub-proposal in Proposal
2 as indicated in the table.

2a:   Borrowing                       2i:   Pledging, Mortgaging or
2b:   Concentration of Investments    Hypothecating of
                                             Assets
2c:   Diversification of Investments  2j:   Real Estate and Commodities
2d:   Puts and Calls                  2k:  Senior Securities
2e:   Trustee Ownership               2l:   Underwriting
2f:    Investing in Other Investment  2m:  Investing in Unseasoned Issuers
Companies
2g:   Lending                         2n:   Miscellaneous Investment
2h:   Margin and Short Sales          Percentage
                                              Restrictions
                                      2o:   Investing to Exercise Control


-----------------------------------------------------------------------------
Name of Oppenheimer    2a  2b 2c  2d  2e 2f 2g  2h  2i 2j 2k  2l 2m   2n 2o
Fund
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Convertible            X   X  X   X   X  X  X   X      X  X   X  X    X
Securities Fund
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Limited Term New York  X   X  X   X   X     X   X   X  X  X   X       X  X
Municipal Fund
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
MidCap Fund                X  X             X          X  X   X
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Quest Balanced Fund    X   X  X       X     X       X  X  X   X          X
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Quest Capital Value    X   X  X       X     X       X  X  X   X          X
Fund
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Quest International    X   X  X       X  X  X       X  X  X   X          X
Value Fund
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Quest Opportunity      X   X  X       X     X       X  X  X   X       X  X
Value Fund
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Quest Value Fund       X   X  X   X   X  X  X       X  X  X   X          X
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Rochester Fund         X   X  X       X     X   X   X  X  X   X          X
Municipals
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Small- & Mid-Cap       X   X  X       X     X       X  X  X   X          X
Value Fund
-----------------------------------------------------------------------------








Has my Fund's Board approved the Proposals?

      Yes. The Board unanimously approved these proposals and recommends that
you vote to approve each proposal.

Why am I being asked to elect Trustees?

      The Board of the seven Funds listed in the first row below is currently
comprised of the five Trustees listed under "Current Trustees", each of whom is
being nominated to serve as a Trustee for those seven Funds.  The Board of the
three Funds listed in the second row below is comprised of the same five
Trustees and John Cannon, each of whom is being nominated to serve as a
Trustee.  Additionally, John W. Murphy is being nominated to serve as a Trustee
on all ten Funds so that the  Funds would  have six (or seven) Trustees, as
shown under "Nominees" in the third column.  Each Trustee, other than Mr.
Murphy, is an "Independent Trustee" meaning that he is not an "interested
person" of the Funds (as that term is defined in the Investment Company Act of
1940 (the "Investment Company Act")).

---------------------------------------------------------------------------
Funds                                 Current Trustees        Nominees
---------------------------------------------------------------------------
---------------------------------------------------------------------------

MidCap Fund                           Paul Y. Clinton    Paul Y. Clinton
Quest Balanced Fund                   Thomas W. Courtney Thomas W.
Quest Capital Value Fund              Robert G. Galli    Courtney
Quest International Value Fund        Lacy B. Herrmann   Robert G. Galli
Quest Opportunity Value Fund          Brian F. Wruble    Lacy B. Herrmann
Quest Value Fund                                         John V. Murphy
Small- & Mid- Cap Value Fund                             Brian F. Wruble


---------------------------------------------------------------------------
---------------------------------------------------------------------------
Convertible Securities Fund           John Cannon        John Cannon
Limited Term New York Municipal Fund  Paul Y. Clinton    Paul Y. Clinton
Rochester Fund Municipals             Thomas W. Courtney Thomas W.
                                      Robert G. Galli    Courtney
                                      Lacy B. Herrmann   Robert G. Galli
                                      Brian F. Wruble    Lacy B. Herrmann

                                                         John V. Murphy
                                                         Brian F. Wruble



---------------------------------------------------------------------------


      Section 16(a) of the Investment Company Act requires that at least a
majority of the Trustees be elected by the shareholders.  Furthermore, in the
event of a retirement or resignation of a Trustee or if the Board desires to
increase the membership of the Board, new or additional Trustees cannot be
appointed by the existing Trustees to fill such vacancies unless, after those
appointments, at least 66.67% of the Trustees have been elected by shareholders.
Currently, the seven Funds with five Trustees have 60% of their Trustees elected
by shareholders and the three Funds with six Trustees have 66.67% of their
Trustees elected by shareholders.  This means that in order to change the
composition of the Board members and satisfy the requirement that 66.67% of the
Trustees be elected by the shareholders, a shareholder vote is necessary to
elect Trustees.  The election of all the Trustees by shareholders will
facilitate the appointment by the Board of future Trustees in the event of a
retirement, resignation or expansion of the Board.

      Why is the Board recommending changes to or elimination of, certain
investment policies for the Funds, and why must the changes be submitted to
shareholders?

      In some cases the changes to, or elimination of, a policy is in response
to changes in regulatory requirements since the Funds implemented their current
policies.  Changes are also recommended in an effort to modernize the policies,
provide the Funds additional flexibility, and/or achieve consistency among the
Funds and other funds in the Oppenheimer family of funds.  The Proxy Statement
explains each of the proposed changes to, or elimination of, a policy.
Shareholders are only being asked to approve the changes in investment policies
that are "fundamental" and that apply to their respective Fund(s).  A
"fundamental" investment policy can be changed only with the approval of
shareholders.

      Will the proposed changes in the fundamental investment policies change
the investment objective or operations of my Fund?

      No.  Each Fund will continue to be managed according to its current
investment objective.  Although the proposed changes in the fundamental
investment policies will allow the Funds greater flexibility to respond to
future investment opportunities, the Board does not anticipate that the changes,
individually or in the aggregate, will result in a material change in the level
of investment risk associated with investment in any Fund or the manner in which
any Fund is managed at the present time.  In addition, the Board does not
anticipate that the proposed changes will materially affect the manner in which
the Funds are managed. In the future, if the Board determines to change
materially the manner in which any Fund is managed, that Fund's prospectus will
be amended to reflect such a change.

      When will the Shareholder Meeting be held?

      The Meeting will be held on December 5, 2005, unless it is adjourned.

      How do I vote my shares?

      You can vote your shares by completing and signing the enclosed proxy
ballot(s), and mailing the proxy ballot(s) in the enclosed postage paid
envelope. You also may vote your shares by telephone or via the internet by
following the instructions on the attached proxy ballot(s) and accompanying
materials.  If you need assistance, or have any questions regarding the
proposals or how to vote your shares, please call 1-800-225-5677
(1-800-CALL-OPP).



                                       PROPOSAL 1

                               ELECTION OF TRUSTEES

      At the Meeting, the Nominees listed below are to be elected as Trustees
for each Fund as indicated in the table below.  Each Nominee is an Independent
Trustee.

----------------------------------------------------------------------
Funds                               Nominees
----------------------------------------------------------------------
----------------------------------------------------------------------

MidCap Fund                         Paul Y. Clinton
Quest Balanced Fund                 Thomas W. Courtney
Quest Capital Value Fund            Robert G. Galli
Quest International Value Fund      Lacy B. Herrmann
Quest Opportunity Value Fund        John V. Murphy
Quest Value Fund                    Brian F. Wruble
Small- & Mid- Cap Value Fund

----------------------------------------------------------------------
----------------------------------------------------------------------
Convertible Securities Fund         John Cannon
Limited Term New York Municipal     Paul Y. Clinton
Fund                                Thomas W. Courtney
Rochester Fund Municipals           Robert G. Galli

                                    Lacy B. Herrmann
                                    John V. Murphy
                                    Brian F. Wruble


----------------------------------------------------------------------
     ----------------------------------------------------------------------------

     If elected, the Trustees will serve indefinite terms until their respective
successors   are   duly   elected   and   qualified.   The   persons   named  as
attorneys-in-fact  in the enclosed  proxy have advised the Funds that,  unless a
proxy  ballot  instructs  them to  withhold  authority  to vote  for all  listed
nominees or any individual  nominee,  all validly executed proxies will be voted
for the  election of all the  nominees  named as Trustees of the Funds.  Persons
nominated as Trustees  must  receive a plurality of the votes cast,  which means
that  the  six (6) or  seven  (7)  nominees  receiving  the  highest  number  of
affirmative votes for each Fund cast at the Meeting will be elected.

     If a nominee should be unable to accept election,  serve his or her term or
resign, the Board may, subject to the Investment Company Act, in its discretion,
select  another  person to fill the vacant  position.  Each of the  nominees has
consented to be named as such in this Proxy Statement and to serve as Trustee if
elected.

     The Funds are not required,  and do not intend, to hold annual  shareholder
meetings  for the  purpose of  electing  Trustees.  Although  the Funds will not
normally hold annual  meetings of their  shareholders,  the Funds may do so from
time to time on important matters.

     Shareholders  also have the right to call a meeting  to remove a Trustee or
to take other action as described in the Funds' organizing  documents.  Also, if
at any time,  less than a  majority  of the  Trustees  holding  office  has been
elected by the shareholders of a Fund, the Trustees then in office will promptly
call a shareholders' meeting for the purpose of electing Trustees to that Fund.

     The  Trustees  are not  required  to attend nor do they plan to attend this
Special Meeting of Shareholders.



What Factors Did The Board Consider In Selecting The Nominees?

     The Audit Committee of the Funds serves as the nominating committee for the
Funds' Board. The members of the Audit Committee, each of whom is an Independent
Trustee, recommended and nominated each Nominee listed below to the Board. After
due  consideration,  the Board recommended to shareholders the election of those
Nominees.  In making the recommendation,  the Board and the Audit Committee took
into consideration a number of factors, including the knowledge, background, and
experience of each of the Nominees.

     Except for John Cannon,  each Trustee currently serves as a Trustee for all
Funds included in this Proxy Statement. Mr. Cannon serves as a Trustee for three
(3) Funds included in this Proxy Statement: Convertible Securities Fund, Limited
Term New York Municipal Fund, and Rochester Fund Municipals.

     The Nominees and the Funds'  officers  (including the portfolio  managers),
their  positions  with the Funds and length of service in such positions as well
as their principal  occupations and business  affiliations  during the past five
years are listed  below.  The address of each Trustee in the chart below is 6803
S.  Tucson  Way,  Centennial,  CO  80112-3924.  Each  Trustee  will serve for an
indefinite term, until his resignation, retirement, death or removal.




Nominees for Independent Trustees               Principal Occupation(s) During
                                                At Least the Past 5 Years;
Name,                                           Other Trusteeships/Directorships
Position(s) Held with Funds,                    Held by Trustee;
Length of Service,                              Number of Portfolios in Fund
Age                                             Complex Overseen by Trustee if
                                                elected at the Meeting
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Thomas W. Courtney,     Principal of Courtney Associates, Inc.
Independent Chairman    (1982-Present) (venture capital firm); former
of the Board of         General Partner of Trivest Venture Fund (private
Trustees                venture capital fund); President of Investment
Trustee Since: 1985     Counseling Federated Investors, Inc. (1973-1982);
Age: 72                 Trustee of the following open-end investment
                        companies: Chairman of the Board of Cash Assets
                        Trust, PIMCO Advisors VIT, Tax Free Trust of
                        Arizona and four funds for the Hawaiian Tax Free
                        Trust. If elected at the meeting, the Trustee
                        would oversee 10 portfolios in the
                        OppenheimerFunds complex.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
John Cannon,            Director, Neuberger Berman Income Managers Trust,
Trustee of 3 Funds      Neuberger & Berman Income Funds and Neuberger
(Convertible            Berman Trust, (1995-present); Neuberger Berman
Securities Fund,        Equity Funds (November 2000-present); Trustee,
Rochester Fund          Neuberger Berman Mutual Funds (October
Municipals, and         1994-present); formerly held the following
Limited Term New York   positions at CDC Investment Advisors (a registered
Municipal Fund) Since:  investment adviser): Chairman and Treasurer
1992                    (December 1993-February 1996), and Independent
Age:  75                Consultant, Chief Investment Officer (1996-June
                        2000); formerly President of AMA Investment
                        Advisers, Inc.(July 1986-December1992) a financial
                        service affiliate of the American Medical
                        Association. If elected at the meeting, the
                        Trustee would oversee 3 portfolios in the
                        OppenheimerFunds complex.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Paul Y. Clinton,        Principal of Clinton Management Associates (a
Trustee Since: 1983     financial and venture capital consulting firm)
Age: 74                 (1996-present); Trustee of PIMCO Advisors VIT
                        (open-end investment company); former director or
                        trustee of the following open-end investment
                        companies: OCC Cash Reserves, Inc. (1989-December
                        2002), Capital Cash Management Trust
                        (1979-December 2004), Prime Cash Fund and
                        Narragansett Insured Tax-Free Income Fund
                        (1996-December 2004). If elected at the meeting,
                        the Trustee would oversee 10 portfolios in the
                        OppenheimerFunds complex.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Robert G. Galli,        A trustee or director of other Oppenheimer funds.
Trustee Since: 1998     If elected at the meeting, the Trustee would
Age: 72                 oversee 33 portfolios in the OppenheimerFunds
                        complex.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Lacy B. Herrmann,       Chairman of the Board of Aquila Management
Trustee Since: 1984     Corporation, the sponsoring organization and
Age: 76                 parent of the manager, administrator, adviser
                        and/or sub-adviser and Chairman or Chairman
                        Emeritus of the Board of Trustees and President of
                        11 funds in the Aquila fund complex; Chairman of
                        Aquila Investment Management (since 2004) and
                        Chief Executive Officer (1986-2004) (sub-adviser
                        and administrator of funds in the Aquila fund
                        complex; Director of Aquila Distributors, Inc.,
                        (since 1981) and formerly President and Secretary
                        (distributor of the above funds); Trustee PIMCO
                        Advisors VIT; Trustee Emeritus of Brown University
                        and the Hopkins School. If elected at the meeting,
                        the Trustee would oversee 10 portfolios in the
                        OppenheimerFunds complex.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Brian F. Wruble,        General Partner of Odyssey Partners, L.P. (since
Trustee since:  2001    September 1996) (hedge funds in distribution since
Age: 62                 January 1997); Director of Special Value
                        Opportunities Fund, LLC (since September 2004);
                        Investment Advisory Board of Zurich Financial
                        Services (since October 2004); Board of Governing
                        Trustees of The Jackson Laboratory (since August
                        1990) (non profit); Trustee of Institute for
                        Advanced Study (since May 1992) (educational
                        institute). Formerly Special Limited Partner
                        (January 1999-September 2004) and Managing
                        Principal (through December 1998) of Odyssey
                        Investment Partners, LLC (private equity
                        investment); Trustee of Research Foundation of
                        AIMR (2000-2002) (investment research,
                        non-profit); Governor, Jerome Levy Economics
                        Institute of Bard College (August 1990-September
                        2001) (economics research); Governor, Association
                        of Investment Management & Research
                        (1992-1998); Trustee, Institute of Chartered
                        Financial Analysts (1992-1998); Chairman,
                        Institute of Chartered Financial Analysts
                        (1994-1995). If elected at the meeting, the
                        Trustee would oversee 10 portfolios in the
                        OppenheimerFunds complex
----------------------------------------------------------------------------

Nominee for Interested Trustee

      The address of Mr. Murphy in the chart below is Two World Financial
Center, 225 Liberty Street, New York, NY 10281-1008.  Mr. Murphy will serve for
an indefinite term, until his resignation, retirement, death or removal.


----------------------------------------------------------------------------
Name,                  Principal Occupation(s) During Past 5 Years;
Position(s) Held with  Other Trusteeships/Directorships Held by Trustee;
Fund,                  Number of Portfolios in Fund Complex Currently
Length of Service      Overseen by Trustee
Age
----------------------------------------------------------------------------
----------------------------------------------------------------------------
John V. Murphy,        Chairman, Chief Executive Officer and director
President since 2001   (since June 2001) and President (since September
Age: 56                2000) of OppenheimerFunds, Inc. (the "Manager");

                       President and a director or trustee of other
                       Oppenheimer funds; President and a director (since
                       July 2001) of Oppenheimer Acquisition Corp. (the
                       Manager's parent holding company) and of
                       Oppenheimer Partnership Holdings, Inc. (a holding
                       company subsidiary of the Manager); a director
                       (since November 2001) of OppenheimerFunds
                       Distributor, Inc. (a subsidiary of the Manager);
                       Chairman and a director (since July 2001) of
                       Shareholder Services, Inc. and of Shareholder
                       Financial Services, Inc. (transfer agent
                       subsidiaries of the Manager); President and a
                       director (since July 2001) of OppenheimerFunds
                       Legacy Program (a charitable trust program
                       established by the Manager); a director of the
                       investment advisory subsidiaries of the Manager:
                       OFI Institutional Asset Management, Inc. and
                       Centennial Asset Management Corporation (since
                       November 2001), HarbourView Asset Management
                       Corporation and OFI Private Investments, Inc.
                       (since July 2001); President (since November 1,
                       2001) and a director (since July 2001) of
                       Oppenheimer Real Asset Management, Inc.; a director
                       (since November 2001) of Trinity Investment
                       Management Corp. and Tremont Advisers, Inc.
                       (investment advisory affiliates of the Manager);
                       Executive Vice President (since February 1997) of
                       Massachusetts Mutual Life Insurance Company (the
                       Manager's parent company); a director (since June
                       1995) of DLB Acquisition Corporation (a holding
                       company that owns the shares of David L. Babson &
                       Company, Inc.); formerly, Chief Operating Officer
                       (September 2000-June 2001) of the Manager;
                       President and trustee (November 1999-November 2001)
                       of MML Series Investment Fund and MassMutual Select
                       Funds (open-end investment companies); a director
                       (September 1999-August 2000) of C.M. Life Insurance
                       Company; President, Chief Executive Officer and
                       director (September 1999-August 2000) of MML Bay
                       State Life Insurance Company. If elected at the
                       meeting, the Trustee would oversee 76 portfolios as
                       Trustee/Director.  An officer for 83 portfolios in
                       the OppenheimerFunds complex.

----------------------------------------------------------------------------

Share Ownership of Independent Trustees

      The  dollar  ranges  of  securities  beneficially  owned by the  Independent
Trustees in the Funds and in the  Oppenheimer  family of funds as of December  31,
2004 are as follows:

----------------------------------------------------------------------------
Name of      Dollar Range of Equity Securities Owned   Aggregate Dollar
Independent  in the Funds                              Range of Equity
Trustee                                                Securities in All
                                                       Funds Overseen or
                                                       to be Overseen by
                                                       Trustee or Nominee
                                                       in Oppenheimer
                                                       Family of
                                                       Investment Companies
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Cannon   Convertible Securities Fund               $10,001-$50,000
             ($10,001-$50,000)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Clinton  Quest Opportunity Value Fund              Over $100,000
             ($10,001-$50,000)

             Quest Value Fund (Over $100,000)
             Small- & Mid- Cap Value Fund

             ($50,001-$100,000)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Courtney Convertible Securities Fund               $10,001-$50,000
             ($10,001-$50,000)
             Quest Value Fund ($10,001-$50,000)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Galli    MidCap Fund (Over $100,000)               Over $100,000
             Small- & Mid-Cap Value Fund (Over
             $100,000)
             Convertible Securities Fund (Over
             $100,000)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Herrmann Quest Value Fund ($10,001-$50,000)        $10,001-$50,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Wruble   Limited Term New York Municipal Fund      Over $100,000
             ($1-$10,000)
             Convertible Securities Fund
             ($10,001-$50,000)
             MidCap Fund ($1-$10,000)
             Quest Balanced Fund ($10,001-$50,000)
             Quest Capital Value Fund
             ($10,001-$50,000)
             Quest International Value Fund

             ($10,001-$50,000)
             Quest Opportunity Value Fund
             ($10,001-$50,000)
             Quest Value Fund ($10,001-$50,000)
             Small- & Mid- Cap Value Fund
             ($50,001-$100,000)
             Rochester Fund Municipals ($1-$10,000)

----------------------------------------------------------------------------

General Information Regarding the Board

      The Funds are governed by the Board, which is responsible for protecting
the interests of shareholders.  The Trustees meet periodically throughout the
year to oversee the Funds' activities, review their performance and review the
actions of OppenheimerFunds, Inc. (the "Manager") (and any investment
sub-adviser, if applicable) which is responsible for the Funds' day-to-day
operations.  Six meetings of the Funds' current Board were held during the
calendar year ended December 31, 2004.  Each Trustee nominee was present for at
least 75% of the aggregate number of meetings and all committees on which that
Trustee served that were held during the period.

Committees of the Board

      The Board has an Audit Committee which is comprised solely of Independent
Trustees.  The members of the Audit Committee are Messrs. Clinton (Chairman),
Courtney, Galli, Hermann, and Wruble.  The Audit Committee met six times during
the calendar year ended December 31, 2004.

      The Audit Committee furnishes the Board with recommendations regarding the
selection of the Fund's independent registered public accounting firm. The Audit
Committee also reviews the scope and results of audits and the audit fees
charged, reviews reports from the Fund's independent registered public
accounting firm concerning the Fund's internal accounting procedures and
controls, and reviews reports by the Manager's internal auditor among other
duties as set forth in the Audit Committee's charter which is attached as
Appendix A to this Proxy Statement.

      The Audit Committee's functions include selecting and nominating, to the
full Board, nominees for election as Trustees and selecting and nominating
Independent Trustees for election.  The Audit Committee may, but need not,
consider the advice and recommendation of the Manager and its affiliates in
selecting nominees.  The full Board elects new Trustees except when a
shareholder vote is required.

      If the Board determines that a vacancy exists or is likely to exist on the
Board, the Audit Committee will consider candidates for Board membership
including any nominees recommended by Independent Board members, any other Board
members including board members affiliated with the Funds' investment advisors,
or the Funds' shareholders.  The Audit Committee may consider such persons at
such time as it meets to consider possible nominees.  The Audit Committee,
however, reserves sole discretion to determine the candidates to present to the
Board and/or shareholders when it meets for the purpose of considering potential
nominees.

      To date, the Audit Committee has been able to identify from its own
resources an ample number of qualified candidates.  Nonetheless, shareholders
may submit names of individuals, accompanied by complete and properly supported
resumes, for the Audit Committee's consideration by mailing such information to
the Audit Committee Shareholders wishing to submit a nominee for election to the
Board may do so by mailing their submission to the offices of OppenheimerFunds,
Inc., Two World Financial Center, 225 Liberty Street, 11th Floor, New York, NY
10281-1008, to the attention of the Board of Trustees of [name of Fund], c/o the
Secretary of the Fund.  Submissions should, at a minimum, be accompanied by the
following:  (1) the name, address, and business, educational, and/or other
pertinent background of the person being recommended; (2) a statement concerning
whether the person is an "interested person" as defined in the Investment
Company Act; (3) any other information that the Fund would be required to
include in a proxy statement concerning the person if he or she was nominated;
and (4) the name and address of the person submitting the recommendation and, if
that person is a shareholder, the period for which that person held Fund
shares.  Shareholders should note that a person who owns securities issued by
Massachusetts Mutual Life Insurance Company ("MassMutual") (the parent company
of the Manager) would be deemed an "interested person" under the Investment
Company Act.  In addition, certain other relationships with MassMutual or its
subsidiaries, with registered broker-dealers, or with the Funds' outside legal
counsel may cause a person to be deemed an "interested person."

      Although candidates are expected to provide a mix of attributes,
experience, perspective and skills necessary to effectively advance the
interests of shareholders, the Audit Committee has not established specific
qualifications that must be met by a trustee nominee.  In evaluating trustee
nominees, the Audit Committee considers, among other things, an individual's
background, skills, and experience; whether the individual is an "interested
person" as defined in the Investment Company Act; and whether the individual
would be deemed an "audit committee financial expert" within the meaning of
applicable SEC rules.  The Audit Committee also considers whether the
individual's background, skills, and experience will complement the background,
skills, and experience of other nominees. The Audit Committee may, upon Board
approval, retain an executive search firm or use the services of legal,
financial, or other external counsel to assist in screening potential
candidates.

 There are no differences in the manner in which the Audit Committee evaluates
nominees for trustees based on whether the nominee is recommended by a
shareholder.

Compensation of Trustees

      The officers of the Funds, who are employed by the Manager, receive no
salary or fee from the Funds.  The Board's Independent Trustees received the
compensation shown below from each Fund for the Fund's most recently completely
fiscal year. The compensation in the fourth column below represents compensation
received for serving as a director or trustee and member of a board committee
(if applicable) during the calendar year ended December 31, 2004.

 ------------------------------------------------------------------------
 Independent       Aggregate Compensation   Estimated        Total
                                             Annual      Compensation
                                           Retirement      From All
                                            Benefits      Oppenheimer
 Trustee Name and                          to be Paid   Funds For Which
 Other Board                                  Upon        Individual
 Position(s)                               Retirement(1)   Serves As
 (as applicable)        From the Fund                  Trustee/Director
 ------------------------------------------------------------------------
 ------------------------------------------------------------------------
 Thomas W.         LT NY Municipal:          $88,728       $121,000
                   $16,585
                   Convertible
                   Securities: $6,929
                   MidCap:   $7,994
                   Quest Balanced: $27,901
                   Quest Capital Value:
 Courtney,         $5,908
 Chairman of the   Quest Int'l Value:
 Board, Audit      $6,011
 Committee Member  Quest Opp'ty Value:
                   $12,078

                   Quest Value: $8,140
                   Small-& Mid- Cap
                   Value: $7,307
                   Rochester Fund Munis:

                   $25,147
 ------------------------------------------------------------------------
 ------------------------------------------------------------------------

 John Cannon       LT NY Municipal:          $27,963        $36,054

                   $12,335
                   Convertible
                   Securities: $3,950
                   Rochester Fund Munis:
                   $19,769
 ------------------------------------------------------------------------
 ------------------------------------------------------------------------
 Paul Y. Clinton,  LT NY Municipal:          $85,662       $116,000
                   $15,811
                   Convertible
                   Securities: $6,789
                   MidCap:   $7,784
                   Quest Balanced: $26,380
                   Quest Capital Value:
                   $5,835
 Audit Committee   Quest Int'l Value:
 Member            $5,932
                   Quest Opp'ty Value:
                   $11,599
                   Quest Value: $7,920
                   Small-& Mid- Cap
                   Value: $7,143
                   Rochester Fund Munis:
                   $23,807
 ------------------------------------------------------------------------
 ------------------------------------------------------------------------
 Robert G. Galli,  LT NY Municipal:        $90,023(2)     $237,312(3)
                   $14,735
                   Convertible
                   Securities: $6,350
                   MidCap:   $7,273
                   Quest Balanced: $24,562
                   Quest Capital Value:
                   $5,462
 Audit Committee   Quest Int'l Value:
 Member            $5,552

                   Quest Opp'ty Value:
                   $10,820
                   Quest Value: $7,400
                   Small-& Mid- Cap
                   Value: $6,678
                   Rochester Fund Munis:

                   $22,168
 ------------------------------------------------------------------------
 ------------------------------------------------------------------------
 Lacy B. Herrmann, LT NY Municipal:          $81,676       $111,000
                   $15,035
                   Convertible
                   Securities: $6,650
                   MidCap:   $7,573
                   Quest Balanced: $24,862
                   Quest Capital Value:
                   $5,762
 Audit Committee   Quest Int'l Value:
 Member            $5,852

                   Quest Opp'ty Value:
                   $11,120
                   Quest Value: $7,700
                   Small-& Mid- Cap
                   Value: $6,978
                   Rochester Fund Munis:

                   $22,468
 ------------------------------------------------------------------------
 ------------------------------------------------------------------------

 Brian F. Wruble,  LT NY Municipal:           $0(4)        $111,000

                   $15,035
                   Convertible
                   Securities: $6,650
                   MidCap:   $7,573
                   Quest Balanced: $24,862
                   Quest Capital Value:
                   $5,762
 Audit Committee   Quest Int'l Value:
 Member            $5,852

                   Quest Opp'ty Value:
                   $11,120
                   Quest Value: $7,700
                   Small-& Mid- Cap
                   Value: $6,978
                   Rochester Fund Munis:

                   $22,468
 ------------------------------------------------------------------------


1. Under the Current Retirement Plan for the Board, Estimated Annual Retirement
   Benefits to be Paid Upon Retirement is based on a straight life payment plan
   election with the assumption that a Trustee will retire at the age of 75 and is
   eligible (after 7 years of service) to receive retirement plan benefits as
   described below under "Retirement Plan for Trustees".  The amounts shown above
   may differ from the amounts paid if a Trustee elects a payment plan other than a
   straight life payment plan (e.g., joint and survivor benefit election).
2. Includes $49,230 estimated to be paid to Mr. Galli for serving as trustee or
   director of 23 other Oppenheimer funds (at June 30, 2005) that are not included
   in this Proxy Statement.
3. Includes $129,312 paid to Mr. Galli for serving as trustee or director of 23
   other Oppenheimer funds that are not included in this Proxy Statement.
4. Mr. Wruble does not become eligible to receive retirement benefits until after 7
   years of service as a Trustee.




Retirement Plan for Trustees

      The Funds have adopted a retirement plan that provides for payments to
retired Trustees. Payments are up to 80% of the average compensation paid during
a Trustee's five years of service in which the highest compensation was
received. A Trustee must serve as Trustee for any of the Funds for at least
seven years in order to be eligible for retirement plan benefits and must serve
for at least 15 years to be eligible for the maximum payment. Each Trustee's
retirement benefits will depend on the amount of the Trustee's future
compensation and length of service.

Deferred Compensation Plan for Trustees

      The Board has adopted a Deferred Compensation Plan for Independent
Trustees that enables them to elect to defer receipt of all or a portion of the
annual fees they are entitled to receive from the Funds. Under the plan, the
compensation deferred by a Trustee is periodically adjusted as though an
equivalent amount had been invested in shares of one or more Oppenheimer funds
selected by the Trustee. The amount paid to the Trustee under the plan will be
determined based upon the performance of the selected funds.

      Deferral of Trustee's fees under the plan will not materially affect the
Funds' assets, liabilities and net income per share. The plan will not obligate
the Funds to retain the services of any Trustee or to pay any particular level
of compensation to any Trustee. Pursuant to an Order issued by the SEC, the
Funds may invest in the funds selected by the Trustee under the plan without
shareholder approval for the limited purpose of determining the value of the
Trustee's deferred fee account.


Officers

      Information is given below about the officers of the Funds, including
their business experience during the past five years. Messrs. Gillespie,
Petersen, Vandehey, Vottiero, Wixted and Zack and Mses. Bloomberg and Ives,
respectively, hold the same offices with the other Oppenheimer funds in the
OppenheimerFunds family of funds. The address of the officers in the chart below
is as follows:  for Messrs. Gillespie, Zack and Ms. Bloomberg, Two World
Financial Center, 225 Liberty Street, New York, NY 10281-1008, for Messrs.
Petersen, Vandehey, Vottiero, Wixted and Ms. Ives, 6803 S. Tucson Way,
Centennial, CO 80112-3924.  All officers serve at the pleasure of the Board.
Each officer serves for an indefinite term or until his earlier resignation,
retirement, death or removal.

-------------------------------------------------------------------------------------
                               Officers of the Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,                   Principal Occupation(s) During Past 5 Years
Position(s) Held with
Funds, Length of
Service,
Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted,        Senior Vice President and Treasurer (since March 1999) of
Treasurer since 1999    the Manager; Treasurer of HarbourView Asset Management
Age: 45                 Corporation, Shareholder Services, Inc., Oppenheimer Real
                        Asset Management, Inc., Shareholder Financial Services,
                        Inc., Oppenheimer Partnership Holdings, Inc. (since March
                        1999), of OFI Private Investments, Inc. (since March 2000),
                        OppenheimerFunds International Ltd. and OppenheimerFunds
                        plc (since May 2000) of OFI Institutional Asset Management,
                        Inc. (since November 2000), and of OppenheimerFunds Legacy
                        Program (a Colorado non-profit corporation) (since June
                        2003); Treasurer and Chief Financial Officer (since May
                        2000) of OFI Trust Company (a trust company subsidiary of
                        the Manager); Assistant Treasurer (since March 1999) of
                        Oppenheimer Acquisition Corp. Formerly Assistant Treasurer
                        of Centennial Asset Management Corporation (March
                        1999-October 2003) and OppenheimerFunds Legacy Program
                        (April 2000-June 2003). An officer of 83 portfolios in the
                        OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Mark S. Vandehey,       Senior Vice President and Chief Compliance Officer (since
Vice President and      March 2004) of the Manager; Vice President (since June
Chief Compliance        1983) of OppenheimerFunds Distributor, Inc., Centennial
Officer since 2004      Asset Management Corporation and Shareholder Services,
Age:  54                Inc.  Formerly (until February 2004) Vice President and
                        Director of Internal Audit of the Manager.  An officer of
                        83 Portfolios in the Oppenheimer funds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip Vottiero,        Vice President/Fund Accounting of the Manager since March
Assistant Treasurer     of 2002.  Formerly Vice President/Corporate Accounting of
since 2002              the Manager (July 1999-March 2002).  An officer of 83
Age: 41                 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian Petersen,         Assistant Vice President of the Manager since August 2002;
Assistant Treasurer     formerly Manager/Financial Product Accounting (November
since 2004              1998-July 2002) of the Manager.  An officer of 83
Age:  34                portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Zack,         Executive Vice President (since January 2004) and General
Secretary               Counsel (since February 2002) of the Manager; General
since 2001              Counsel and a director (since November 2001) of the
Age: 56                 Distributor; General Counsel (since November 2001) of

                        Centennial Asset Management Corporation; Senior Vice
                        President and General Counsel (since November 2001) of
                        HarbourView Asset Management Corporation; Secretary and
                        General Counsel (since November 2001) of Oppenheimer
                        Acquisition Corp.; Assistant Secretary and a director
                        (since October 1997) of OppenheimerFunds International Ltd.
                        and OppenheimerFunds plc; Vice President and a director
                        (since November 2001) of Oppenheimer Partnership Holdings,
                        Inc.; a director (since November 2001) of Oppenheimer Real
                        Asset Management, Inc.; Senior Vice President, General
                        Counsel and a director (since November 2001)Shareholder
                        Financial Services, Inc. and OFI Trust Company; Vice
                        President (since November 2001) of Oppenheimer Funds Legacy
                        Program; Senior Vice President and General Counsel (since
                        November 2001) of OFI Institutional Asset Management, Inc.;
                        a director (since June 2003) of OppenheimerFunds (Asia)
                        Limited.  Formerly Senior Vice President (May 1985-December
                        2003), Acting General Counsel (November 2001-February 2002)
                        and associate General Counsel (May 1981-October 2001) of
                        the Manager; Assistant Secretary of Shareholder Services,
                        Inc. (May 1985-November 2001), Shareholder Financial
                        Services, Inc. (November 1989-November 2001); and
                        OppenheimerFunds International Ltd. (October 1997-November
                        2001).  An Officer of 83 portfolios in the OppenheimerFunds
                        complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Phillip S. Gillespie,   Senior  Vice  President  and Deputy  General  Counsel of the
Assistant Secretary     Manager since  September 2004.  Formerly Mr.  Gillespie held
since 2004              the  following   positions  at  Merrill   Lynch   Investment
Age:  40                Management:  First  Vice  President  (2001-September  2004);
                        Director  (from  2000) and Vice  President  (1998-2000).  An
                        officer of 74 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kathleen T. Ives,       Vice President (since June 1998) and Senior Counsel and
Assistant Secretary     Assistant Secretary (since October 2003) of the Manager;
since 2001              Vice President (since 1999)  and Assistant secretary (since
Age: 39                 October 2003) of the Distributor; Assistant Secretary
                        (since October 2003) of Centennial Asset Management
                        Corporation; Vice President and Assistant Secretary (since
                        1999) of Shareholder Services, Inc.; Assistant Secretary
                        (since December 2001) of OppenheimerFunds Legacy Program
                        and of Shareholder Financial Services, Inc. Formerly an
                        Assistant Counsel (August 1994-October 2003). An officer of
                        83 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Lisa I. Bloomberg,      Vice President and Associate Counsel of the Manager since
Assistant Secretary     May 2004; formerly First Vice President and Associate
since 2004              General Counsel of UBS Financial Services Inc. (formerly
Age:  36                PaineWebber Incorporated) (May 1999-April 2004).  An
                        officer of 83 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------

      Officers/Portfolio Managers of the Funds

------------------------------------------------------------------------------------
Name,                        Principal Occupation(s) During Past 5 Years
Position(s) Held with Fund,
Length of Service,
Age
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
John Damian,                 Vice President of the Manager since September 2001;
Vice President and           an officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager            complex; formerly Senior Analyst/Director for
Small- & Mid-Cap Value Fund  Citigroup Asset Management (November 1999 - September
since 2004                   2001).
Age:  37
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Edward Everett,              Vice President of the Manager since January 2000; an
Vice President and           officer of 1 portfolio in the OppenheimerFunds
Portfolio Manager            complex; formerly Assistant Vice President of the
Convertible Securities Fund  Manager and of the Fund (January 1996 - January 2000).
since 1997
Age: 39
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Emmanuel Ferreira,           Vice President of the Manager since January 2003.  An
Vice President and           officer of 5 portfolios in the OppenheimerFunds
Portfolio Manager            complex.  Formerly, Portfolio Manager at Lashire
Quest Opportunity Value      Investments (July 1999-December 2002).
Fund since 2005
Age:  38
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Ronald H. Fielding,          Senior Vice President of the Manager since January
Vice President and           1996; Chairman of the Rochester Division of the
Portfolio Manager Rochester  Manager since January 1996; an officer of 10
Fund Municipals and Limited  portfolios in the OppenheimerFunds complex.
Term New York Municipal
Fund since 2004
Age:  56
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Dominic Freud,               Vice President of the Manager since April 2003. An
Vice President and           officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager Quest      complex. Formerly, a Partner and European Equity
International Value Fund     Portfolio manager at SLS Management (January 2002 -
since 2003                   February 2003) prior to which he was head of the
Age:  46                     European equities desk and managing director at SG
                             Cowen (May 1994 - January 2002).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

Christopher Leavy,           Senior Vice President of the Manager since September
Vice President and           2000; an officer of 8 portfolios in the
Portfolio Manager            OppenheimerFunds complex. Formerly a portfolio
Small- & Mid- Cap Value      manager of Morgan Stanley Dean Witter Investment
since 2001 and Quest Value   Management (1997 - September 2000).
Fund since 2005
Age:  34

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
John O'Hare,                 Vice President of the Manager since September 2003;
Vice President and           an officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager            complex. Formerly Executive Vice President and
MidCap Fund since 2003       Portfolio Manager (June 2000 - August 2003) and
Age: 47                      Portfolio Manager and Senior Vice President (August
                             1997 - June 2000) at Geneva Capital Management, Ltd.
                             (an investment advisor).
------------------------------------------------------------------------------------


      As of September 14, 2005, the Trustees, nominees for Trustee and officers,
individually and as a group, beneficially owned less than 1% of the outstanding
shares of any Fund, with the exception of Convertible Securities Fund, in which
the Trustees, nominees for Trustee and officers, individually and as a group,
owned 1.23% of the outstanding shares of Convertible Securities Fund.  The
foregoing statement does not reflect ownership of shares of any Fund held of
record by an employee benefit plan for employees of the Manager, other than the
shares beneficially owned under the plan by the officers of the Fund listed
above.  In addition, each Independent Trustee (including his family members)
does not own securities of either the Manager or OppenheimerFunds Distributor,
Inc. (the "Distributor" of the Funds) or any person directly or indirectly
controlling, controlled by or under common control with the Manager or
Distributor.


Independent Registered Public Accounting Firm Fees and Services

Each of the Funds selected KPMG LLP as its Independent Registered Public
Accounting Firm ("Principal Accountant" or "KPMG") for each of the Funds' 2004
and 2003 fiscal years as well as the current fiscal year.

Audit Fees.  KPMG billed the Funds the following amounts in each Fund's fiscal
2004 or 2003 for professional services that are normally provided by KPMG in
connection with statutory and regulatory filings or engagements for those fiscal
years.

     ---------------------------------------------------------------
                     Fund                     2004         2003
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Convertible Securities Fund           $20,000     $20,000
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Limited Term New York Municipal Fund  $35,000     $30,000
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     MidCap Fund                           $15,000     $15,000
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Quest Balanced Fund                   $35,000     $30,000
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Quest Capital Value Fund              $10,000     $10,000
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Quest International Value Fund        $15,000     $15,000
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Quest Opportunity Value Fund          $25,000     $25,000
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Quest Value Fund                      $15,000     $15,000
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Rochester Fund Municipals             $50,000     $45,000
     ---------------------------------------------------------------
     ---------------------------------------------------------------

     Small- & Mid- Cap Value Fund          $10,000     $10,000

     ---------------------------------------------------------------


Audit-Related Fees.  Audit-related fees are for assurance and related services
by KPMG that are reasonably related to the performance of the auditor's review
of the Funds' financial statements and are not reported under the prior
category.  Audit-related fees would include, among others:  due diligence
related to mergers and acquisitions, accounting consultations and audits in
connection with acquisitions, internal control reviews and consultation
concerning financial accounting and reporting standards.  Except for MidCap
Fund, KPMG did not bill any such audit-related fees in each Fund's fiscal 2004
or 2003 to the Funds, or to the Fund's investment adviser or any entity
controlling, controlled by, or under common control with the adviser that
provides ongoing services to the Funds.   KPMG billed $6,500 in Audit Related
Fees to MidCap Fund in 2003.

Tax Fees.  Tax Fees would include tax compliance, tax planning and tax advice.
Tax compliance generally involves preparation of original and amended tax
returns, claims for a refund and tax payment-planning services.  Tax planning
and tax advice includes assistance with tax audits and appeals, tax advice
related to mergers and acquisitions and requests for rulings or technical advice
from taxing authorities.  KPMG did not bill any such amounts in the Funds'
fiscal 2004 or 2003 to the Funds or to the Fund's investment adviser or any
entity controlling, controlled by, or under common control with the adviser that
provides ongoing services to the Fund.

All Other Fees.  All other fees would include products and services provided by
KPMG other than the services reported under the prior three categories. Such
fees would include the cost to KPMG of attending audit committee meetings.

     ---------------------------------------------------------------
                     Fund                     2004         2003
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Convertible Securities Fund           $74         $90
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Limited Term New York Municipal Fund  $408        $550
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     MidCap Fund                           $103        $121
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Quest Balanced Fund                   $791        $795
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Quest Capital Value Fund              $37         $38
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Quest International Value Fund        $42         $45
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Quest Opportunity Value Fund          $248        $328
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Quest Value Fund                      $114        $132
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Rochester Fund Municipals             $714        $692
     ---------------------------------------------------------------
     ---------------------------------------------------------------

     Small- & Mid- Cap Value Fund          $86         $69

     ---------------------------------------------------------------

      During its regularly scheduled periodic meetings, the Funds' Audit
Committee will pre-approve all audit, audit-related, tax and other services to
be provided by the principal accountants of the Funds.

      The Audit Committee has delegated pre-approval authority to its Chairman
for any subsequent new engagements that arise between regularly scheduled
meeting dates provided that any fees so pre-approved are presented to the Audit
Committee at its next regularly scheduled meeting.

      Pre-approval of non-audit services may be waived provided that:  1) the
aggregate amount of all such services provided constitutes no more than five
percent of the total amount of fees paid by the Fund to its principal accountant
during the Fund's fiscal year in which services are provided; 2) such services
were not recognized by the Fund at the time of engagement as non-audit services;
and 3) such services are promptly brought to the attention of the Audit
Committee of the Fund and approved prior to the completion of the audit.  All
services described in "Audit-Related Fees", "Tax Fees" and "All Other Fees" were
pre-approved by the Funds' current Audit Committee.

      KPMG billed the following aggregate non-audit amounts in each Fund's
fiscal 2004 and/or 2003 to the Fund and each Fund's investment adviser or any
entity controlling, controlled by, or under common control with the adviser that
provides ongoing services to the Fund.  Those billings did not include any
prohibited non-audit services as defined by the Securities Exchange Act of 1934.

----------------------------------------------------------------
                 Fund                      2004         2003
----------------------------------------------------------------
----------------------------------------------------------------
Convertible Securities Fund                  $45,574     $5,090
----------------------------------------------------------------
----------------------------------------------------------------
Limited Term New York Municipal Fund         $45,908     $5,550
----------------------------------------------------------------
----------------------------------------------------------------
MidCap Fund                                  $45,603    $11,621
----------------------------------------------------------------
----------------------------------------------------------------
Quest Balanced Fund                          $46,291     $5,795
----------------------------------------------------------------
----------------------------------------------------------------
Quest Capital Value Fund                     $45,537     $5,038
----------------------------------------------------------------
----------------------------------------------------------------
Quest International Value Fund               $45,583     $5,045
----------------------------------------------------------------
----------------------------------------------------------------
Quest Opportunity Value Fund                 $45,748     $5,328
----------------------------------------------------------------
----------------------------------------------------------------
Quest Value Fund                             $45,728    $11,632
----------------------------------------------------------------
----------------------------------------------------------------
Rochester Fund Municipals                    $46,214     $5,962
----------------------------------------------------------------
----------------------------------------------------------------

Small- & Mid- Cap Value Fund                 $45,586     $5,069

----------------------------------------------------------------
















      The Funds' current Audit Committee has considered whether the provision of
non-audit services that were rendered to the Funds' investment adviser, and any
entity controlling, controlled by, or under common control with the investment
adviser that provides ongoing services to the Funds that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X was compatible
with maintaining the principal accountant's independence.  No such services were
rendered.  Representatives of KMPG are not expected to be present at the Meeting
but will be available should any matter arise requiring their presence.

        THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE
                             AS TRUSTEE OF THE FUNDS.



                                   PROPOSAL 2 -

   TO APPROVE CHANGES IN, OR THE ELIMINATION OF, CERTAIN FUNDAMENTAL INVESTMENT
   POLICIES OF THE FUNDS



      Proposal 2 is a series of sub-proposals to change or eliminate certain
fundamental investment restrictions currently applicable to the different Funds.
Each sub-proposal contained within Proposal 2 is described separately within
this section.  The table at the front of this Proxy Statement will assist you in
determining which proposals apply to your Fund and which investment policy or
restriction changes are proposed for each Fund.

      Each sub-proposal item contained in Proposal 2 requires the approval of a
"majority of the outstanding voting securities" of each Fund voting separately.
A "majority of the outstanding voting securities" means the lesser of one more
than half of the number of shares that are issued and outstanding as of the
Record Date or 67% of the voting shares of the Fund present at the Special
Meeting if more than 50% of the voting shares of the Fund are present at the
Special Meeting in person or by proxy. Abstentions will have the effect of a
"no" vote on obtaining approval for the sub-proposals in Proposal 2.

      Each Fund operates in accordance with its investment objective, policies
and restrictions, which are described in its prospectus and statement of
additional information (together, the "prospectus").  Each Fund's policies
generally are classified as either "fundamental" or "non-fundamental."  The
Investment Company Act requires that certain policies of the Funds be classified
as fundamental.  Fundamental policies can be changed only by a shareholder
vote.  The Funds' current fundamental investment policies are included in each
Fund's statement of additional information.  Non-fundamental policies may be
changed by the Trustees without shareholder approval, although significant
changes will be described in amendments to the Fund's prospectus.

      Proposal 2 is intended to modernize and standardize the description of the
Funds' investment policies by amending or eliminating fundamental policies or
reclassifying as non-fundamental any fundamental policies not required to be
fundamental.  The proposals are designed to provide the Funds with maximum
flexibility to pursue their investment objective and respond to an ever-changing
investment environment.  The Funds, however, have no current intention of
significantly changing their actual investment strategies should shareholders
approve the proposed changes.

      In light of the opportunity afforded by this Special Meeting of
Shareholders to review the fundamental investment policies of each Fund, the
Manager reviewed all of the fundamental policies and restrictions with the
following goals: (i) to simplify, streamline and modernize the Funds' policies
that are required to be fundamental, (ii) to standardize or make consistent the
fundamental policies and restrictions for all of the Funds to the extent
possible, and (iii) to reclassify as non-fundamental those policies previously
required to be fundamental that are no longer required to be so classified, or
eliminate fundamental policies that are no longer required or that are not
appropriate for the operation of the Fund.

      Since the organization of many of the Funds, many of the legal and
regulatory requirements applicable to mutual funds have changed. For example,
certain restrictions imposed by state laws and regulations were preempted by the
National Securities Markets Improvement Act of 1996 ("NSMIA") and are no longer
applicable to mutual funds. As a result, some of the Funds continue to be
subject to several fundamental investment policies that are either more
restrictive than required under current regulations or no longer required at all.

      The proposed standardized fundamental investment policies cover those
areas for which the Investment Company Act requires the Funds to have a
fundamental policy. The proposed policies satisfy current regulatory
requirements but are written to provide flexibility to respond to future legal,
regulatory, market or technical changes. The proposed changes will not affect
each Fund's current investment objectives.

      These proposals seek shareholder approval of changes that are intended to
accomplish the foregoing goals.  By making the fundamental policies of all Funds
consistent when it is possible to do so, monitoring compliance with the stated
policies would be streamlined and more efficient.  Clarifying and modernizing
investment restrictions generally would allow the Funds to operate more
efficiently within the limits of the Investment Company Act.  These revisions
should give the Funds greater flexibility to take advantage of, and react to,
changes in financial markets and new investment vehicles. In addition, by
reducing to a minimum those policies that can be changed only by shareholder
vote, the Funds in the future may be able to avoid the costs and delay
associated with holding future shareholder meetings to revise fundamental
investment policies that become unnecessary, outdated or inappropriate.

      The Board believes that the Manager's ability to manage the Funds'
portfolios in a changing regulatory or investment environment will be enhanced
and that investment management opportunities will be increased by the proposed
changes.  As a result, the Board has concluded that, to the extent possible, it
would be in the best interests of all of the Funds to have uniform and
consistent fundamental policies. Therefore, the Board has authorized the
submission to each Fund's shareholders for their approval, and the Board
recommends that shareholders approve the amendment, elimination or
reclassification, as the case may be, of certain of the Funds' fundamental
policies.

      Although the proposed changes in the fundamental investment policies will
allow the Funds greater flexibility to respond to future investment
opportunities, the Board does not anticipate that the changes, individually or
in the aggregate, will result in a material change in the level of investment
risk associated with investment in any Fund or the manner in which any Fund is
managed at the present time.

      Set forth below is a discussion of the proposed changes to each Fund's
fundamental investment policies and the significance of the proposed change to
the Funds.  Following the discussion, each Fund's proposed fundamental
investment policy is shown (if any) followed by each Fund's current fundamental
investment policies.

      Each sub-proposal in this Proposal 2 will be voted on separately by
shareholders of each Fund.  If approved by a Fund's shareholders at the Special
Meeting, the proposed changes to the Fund's fundamental investment policies will
be adopted by the Fund, but the effective date of the sub-proposals will be
delayed until the Fund's prospectus or statement of additional information can
be updated to reflect the changes.  If the shareholders of the Fund fail to
approve any sub-proposal in Proposal 2, the current policy or policies covered
in that sub-proposal will remain in effect.

Proposal 2a:  Amend the Policy on Borrowing.

      The Investment Company Act imposes certain restrictions on the borrowing
activities of mutual funds. A fund's borrowing policy must be a fundamental
investment policy.

      The restrictions on borrowing are designed to protect mutual fund
shareholders and their investments in a fund by limiting a fund's ability to
leverage its assets. Leverage exists when a fund has the right to a return on an
investment that exceeds the amount the fund contributed to the investment.
Borrowing money to make an investment is an example of how a fund may leverage
its assets.


      The Funds may have the need to borrow money for a number of reasons. They
may borrow for leverage, as described immediately above.  They also may need to
borrow temporarily to pay redeeming shareholders when the number or amount of
redemptions exceeds available cash, and market conditions are not favorable to
sell portfolio securities to meet those redemptions. Other times, a Fund must
borrow money to pay redeeming shareholders because the Fund has not yet received
payment for securities it has sold, or to pay for securities because it does not
have available cash. In addition, certain types of securities transactions, such
as delayed-delivery, when-issued, reverse repurchase agreements and dollar roll
transactions might be construed as borrowing transactions. (These types of
transactions are described in the Funds' statement of additional information.)


      There are risks associated with borrowing.  Borrowing exposes shareholders
and their investments in a fund to a greater risk of loss.  For example,
borrowing may cause the value of a fund's shares to be more volatile than if the
fund did not borrow.  In addition, to the extent a fund borrows, it will pay
interest on the money that it borrows, and that interest expense will raise the
overall expenses of the fund and reduce its returns.  The interest payable on
the borrowed amount may be more (or less) than the return the fund receives from
the securities purchased with the borrowed amount.

      Currently, the Funds listed below are subject to a number of different
fundamental investment policies concerning borrowing that generally are more
restrictive than required by the Investment Company Act. The proposed amendment
modernizes and standardizes the restriction on borrowing.  This change would
give each Fund the flexibility to engage in certain securities transactions that
might be construed as "borrowing" transactions, and would permit each Fund to
borrow money up to the limits permitted by the Investment Company Act.  Changing
this restriction also would permit greater consistency in managing each Fund's
portfolio when such borrowings are necessary for the efficient management of any
Fund's assets.

      Currently,  a mutual fund (referred to under the Investment Company Act as
an open-end fund) may borrow only from banks and only to the extent the value of
the Fund's assets less its liabilities other than borrowings, is equal to at
least 300% of all borrowings (including the proposed borrowing).
Notwithstanding the preceding sentence, an open-end fund also may borrow up to
5% of its total assets for temporary purposes from any person.  Under the
Investment Company Act, there is a rebuttable presumption that a loan is
temporary if it is repaid within 60 days and not extended or renewed.  If
shareholders approve this sub-proposal, each Fund's current fundamental policy
will be replaced by the proposed fundamental policy, and each Fund's prospectus
will be updated to describe the current restrictions regarding borrowing under
the Investment Company Act, the rules and regulations thereunder and any
exemptions applicable to the Funds.


      The proposed changes also would allow a Fund to borrow from another
Oppenheimer fund pursuant to an exemptive order previously received from the
SEC.  Borrowing from another Oppenheimer fund could reduce certain borrowing and
transaction costs.  Implementation of such interfund borrowing arrangements,
however, would have to be accomplished consistent with applicable regulatory
requirements, including the provisions of the SEC order.

      Among other conditions under the SEC order, a Fund will not borrow from
affiliated funds unless the terms of the borrowing arrangement are at least as
favorable as the terms the Fund could otherwise negotiate with a third party.
Additionally, to assure that the Fund will not be disadvantaged by borrowing
from an affiliated fund, certain safeguards would be implemented, including,
among others, that the Fund would not borrow from affiliated funds unless the
interest rate were more favorable than available bank loan rates. In this
regard, the loan rates would be determined based on a pre-established formula
based on quotations from independent banks to approximate the lowest interest
rate at which bank loans would be available to the Fund.  Additionally, if a
Fund has outstanding borrowings from all sources greater than 10% of its total
assets, then the Fund would have to secure each additional outstanding interfund
loan by segregating liquid assets of the Fund as collateral.  Furthermore, the
Trustees would be provided with a report of all interfund loans and the Trustees
will monitor all such borrowings to ensure that the Fund's participation is
appropriate.


      The Funds do not currently intend to engage in such borrowing.  In the
future, if a Fund were to engage in such borrowing, the Fund's prospectus or
statement of additional information would be revised accordingly.

      The Trustees propose that the current policy be amended to permit the Fund
to borrow as permitted under the Investment Company Act.  As amended, each
Fund's policy on borrowing would remain a fundamental policy changeable only by
the vote of a majority of the outstanding voting securities of the Funds as
defined in the Investment Company Act.  The Funds' proposed and current
fundamental investment policies are set forth below.

                           Proposed Fundamental Policy
---------------------------------------------------------------------------
The Fund may not borrow money, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any
exemption therefrom that is applicable to the Fund, as such statute,
rules or regulations may be amended or interpreted from time to time.
---------------------------------------------------------------------------












------------------------------------------------------------------------------

Fund                            Current Fundamental Policy
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Convertible Securities Fund     The Fund may not purchase securities on
                                margin. However, the Fund can obtain
                                unsecured loans to purchase securities. The
                                aggregate of all unsecured loans, however,
                                may not exceed 50% of the Fund's total
                                assets. It can also borrow amounts
                                equivalent to up to 5% of the Fund's net
                                assets for temporary, extraordinary or
                                emergency purposes.  (See also sub-proposal
                                2(g) and 2(h).)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Limited Term New York           The Fund cannot mortgage or pledge any of
Municipal Fund                  its assets, and the Fund can borrow money
                                only from a bank for temporary or emergency
                                purposes or for investment purposes in
                                amounts not exceeding 10% of its total
                                assets. When borrowings are made for
                                investment purposes, the Fund must comply
                                with the provisions of the Investment
                                Company Act that require the Fund to
                                maintain asset coverage of at least 300% of
                                all such borrowings. If asset coverage
                                should fall below 300%, the Fund will be
                                required to reduce its borrowings within
                                three days to the extent needed to meet the
                                300% asset coverage requirement. (See also
                                sub-proposal 2(i).)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Quest Balanced Fund             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.  The
                                Fund will make no additional investments
                                while borrowings exceed 5% of the Fund's
                                total assets.  With respect to this
                                fundamental policy, the Fund can borrow only
                                if it maintains a 300% ratio of assets to
                                borrowings at all times in the manner set
                                forth in the Investment Company Act.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Quest Capital Value Fund        As a fundamental policy, the Fund cannot
                                borrow money except as a temporary measure
                                for extraordinary or emergency purposes, and
                                loans may not exceed one third of the lower
                                of the market value or cost of its total
                                assets. Additionally, as part of that
                                fundamental policy, the Fund will not
                                purchase securities at times when loans
                                exceed 5% of its total assets.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Quest International Value Fund  The Fund cannot borrow money in excess of
                                one third of the value of the Fund's total
                                assets. The Fund can borrow only from banks
                                and only as a temporary measure for
                                extraordinary or emergency purposes. It (the
                                Fund) will make no additional investments
                                while borrowings exceed 5% of its (the
                                Fund's) total assets. The Fund can borrow
                                only if it maintains a 300% ratio of assets
                                to borrowings at all times in the manner set
                                forth in the Investment Company Act of 1940.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Quest Opportunity Value Fund    The Fund cannot borrow money in excess of
                                one third of the value of its total assets.
                                The Fund can borrow only from banks and only
                                as a temporary measure for extraordinary or
                                emergency purposes. The Fund will make no
                                additional investments while borrowings
                                exceed 5% of the Fund's total assets. The
                                Fund can borrow only if it maintains a 300%
                                ratio of assets to borrowings at all times
                                in the manner set forth in the Investment
                                Company Act of 1940.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Quest Value Fund                The Fund cannot borrow money in excess of
                                one third of the value of the Fund's total
                                assets. The Fund can borrow only if it
                                maintains a 300% ratio of assets to
                                borrowings at all times in the manner set
                                forth in the Investment Company Act.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Rochester Fund Municipals       The Fund cannot borrow money or mortgage or
                                pledge any of its assets, except that the
                                Fund may borrow from a bank for temporary or
                                emergency purposes or for investment
                                purposes in amounts not exceeding 5% of its
                                total assets. Where borrowings are made for
                                a purpose other than temporary or emergency
                                purposes, the Investment Company Act
                                requires that the Fund maintain asset
                                coverage of at least 300% for all such
                                borrowings. Should such asset coverage at
                                any time fall below 300%, the Fund will be
                                required to reduce its borrowings within
                                three days to the extent necessary to meet
                                that asset coverage requirement. To reduce
                                its borrowings, the Fund might have to sell
                                investments at a time when it would be
                                disadvantageous to do so. Additionally,
                                interest paid by the Fund on its borrowings
                                will decrease the net earnings of the Fund.
------------------------------------------------------------------------------
------------------------------------------------------------------------------

Small- & Mid- Cap Value Fund    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. The
                                Fund will make no additional investments
                                while borrowings exceed 5% of the Fund's
                                total assets. The Fund can borrow only if it
                                maintains a 300% ratio of assets to
                                borrowings at all times in the manner set
                                forth in the Investment Company Act of 1940.

------------------------------------------------------------------------------

Proposal 2b:  Amend the Policy on Concentration of Investments.


      The proposed amendments modernize and clarify the restrictions concerning
concentration by interpreting concentration as the term is used in the
Investment Company Act and as interpreted or modified by the SEC.  A fund's
policy on the concentration of investments must be fundamental under the
Investment Company Act.  These amendments would give the Funds more flexibility
to enter into other types of investments at future times in response to changing
regulatory interpretations and financial markets.  In addition, the proposed
changes would make the concentration policies for all the Funds consistent with
those of the other Oppenheimer funds, enhancing portfolio management
capabilities.  These changes do not change how any Fund will concentrate its
investments.  Rather, these changes will ensure that in cases where Fund assets
are managed the same way with respect to concentration, the policy will be
stated the same way to avoid the possibility of inconsistent administration.
The Funds' proposed and current policies are stated below.











 ------------------------------------------------------------------------------

               Fund             Proposed Fundamental Policy
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 Convertible Securities Fund    The Fund cannot invest 25% or more of its
 MidCap Fund                    total assets in any one industry.  That limit
 Quest Balanced Fund            does not apply to securities issued or
 Quest Capital Value Fund       guaranteed by the U.S. government or its
 Quest International Value Fund agencies and instrumentalities or securities
 Quest Opportunity  Value Fund  issued by investment companies.
 Quest Value Fund
 Small- & Mid- Cap Value Fund

 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Limited Term New York          The Fund cannot invest 25% or more of its
 Municipal Fund                 total assets in any one industry.  That limit
 Rochester Fund Municipals      does not apply to securities issued or
                                guaranteed by the U.S. government or its
                                agencies and instrumentalities or securities
                                issued by investment companies.  Nor does
                                that limit apply to municipal securities in
                                general or to New York municipal securities.
 ------------------------------------------------------------------------------











 ------------------------------------------------------------------------------

             Fund           Current Fundamental Policy
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Convertible Securities     The Fund may not invest more than 25% of the
 Fund                       value of the Fund's total assets in the
                            securities of any one issuer or any group of
                            issuers in the same industry. However, this
                            restriction does not prevent the Fund from
                            investing more than 25% of its total assets in
                            securities of the United States government, or
                            its agencies or instrumentalities.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Limited Term New York      The Fund cannot invest more than 25% of its
 Municipal Fund             assets in any industry or industries. However,
                            the Fund can invest more than 25% of its assets
                            in obligations issued or guaranteed by the U.S.
                            government or its agencies or instrumentalities.
                            Industrial revenue bonds whose interest and
                            principal payments are the responsibility of
                            companies within the same industry are grouped
                            together as an "industry" for the purpose of this
                            restriction.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 MidCap Fund                The Fund cannot concentrate investments. That
 Quest Capital Value Fund   means it cannot invest 25% or more of its total
                            assets in companies in any one industry.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Quest Balanced Fund        The Fund cannot concentrate its investments in
                            any particular industry. However, if it is deemed
                            appropriate to help the Fund attain its
                            investment objective, the Fund may invest up to
                            but less than 25% of its total assets (valued at
                            the time of investment) in any one industry
                            classification used by the Fund for investment
                            purposes. For this purpose, a foreign government
                            is considered to be an industry.

 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Quest International Value  The Fund cannot concentrate its investments. That
 Fund                       means it cannot invest 25% or more of its total
                            assets in any industry. For the purposes of this
                            restriction a foreign government is considered to
                            be an "industry." However, there is no limitation
                            on investments in U.S. Government securities.
                            Moreover, if deemed appropriate for seeking its
                            investment objective, the Fund may invest up to
                            25% of its total assets in any one industry
                            classification used by the Fund for investment
                            purposes.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Quest Opportunity Value    The Fund cannot concentrate its investments. That
 Fund                       means it cannot invest 25% or more of its total
                            assets in any industry. However, there is no
                            limitation on investments in U.S. government
                            securities.  Moreover, if deemed appropriate for
                            seeking its investment objective, the Fund may
                            invest less than 25% of its total assets (valued
                            at the time of investment) in any one industry
                            classification used by the Fund for investment
                            purposes. Under this restriction, a foreign
                            government is considered an "industry."
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Quest Value Fund           The Fund cannot concentrate its investments. That
                            means it cannot invest 25% or more of its total
                            assets in any industry. However, there is no
                            limitation on investments in U.S. Government
                            Securities. Moreover, if deemed appropriate for
                            seeking its investment objective, the Fund may
                            invest less than (but up to) 25% of its total
                            assets (valued at the time of investment) in any
                            one industry classification used by the Fund for
                            investment purposes.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Rochester Fund Municipals  The Fund cannot invest more than 25% of its total
                            assets in securities of issuers of a particular
                            industry. For the purposes of this limitation,
                            tax-exempt securities and United States
                            government obligations are not considered to be
                            part of an industry. However, with respect to
                            industrial development bonds and other revenue
                            obligations for which the underlying credit is a
                            business or charitable entity, the industry of
                            that entity will be considered for purposes of
                            this 25% limitation.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 Small- &Mid- Cap Value     The Fund cannot concentrate its investments. That
 Fund                       means it cannot invest 25% or more of its total

                            assets in any industry. If deemed appropriate for
                            attaining its investment objective, the Fund may
                            invest less than but up to 25% of its total
                            assets in any one industry classification used by
                            the Fund for investment purposes. For this
                            purpose, a foreign government is considered an
                            industry.
 ------------------------------------------------------------------------------

Proposal 2c:  Amend the Policy on Diversification of Investments.

      Under the Investment Company Act, a fund's policy regarding
diversification may not be changed without shareholder approval.  Currently,
with respect to 75% of each Fund's total assets, the Fund cannot buy securities
of any one issuer if more than 5% of its total assets would be invested in
securities of that issuer or if it would then own more than 10% of that issuer's
voting securities. The limit does not apply to securities issued by the U.S.
government or any of its agencies or instrumentalities.

      The Trustees propose that the Funds' policies with respect to
diversification be amended to clarify that the policy does not apply to
securities of other investment companies.

      The proposed amendments would not affect the Funds' status as
"diversified" funds and are not expected to materially affect management of any
of the Funds.  Accordingly, amending the Funds' diversification policy as
proposed would increase the Funds' investment opportunities without materially
increasing the risk of an investment in any of the Funds.

      In addition, the proposed change would be consistent with the requirements
of the Investment Company Act and would promote the standardization of
fundamental investment policies among the funds in the Oppenheimer funds
complex.  As amended, the policy on diversification for each Fund would remain a
fundamental policy changeable by the vote of a majority of the outstanding
voting securities as defined in the Investment Company Act.  The Funds' proposed
and current fundamental investment policies are set forth below.

--------------------------------------------------------------------------
                       Proposed Fundamental Policy
--------------------------------------------------------------------------
--------------------------------------------------------------------------
The Fund cannot buy securities or other instruments issued or guaranteed
by any one issuer if more than 5% of its total assets would be invested
in securities or other instruments of that issuer or if it would then
own more than 10% of that issuer's voting securities.  This limitation
applies to 75% of the Fund's total assets.  The limit does not apply to
securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities or securities of other investment
companies.
--------------------------------------------------------------------------












 ---------------------------------------------------------------------------

            Fund         Current Fundamental Policy
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Convertible Securities  With respect to 50% of its total assets, the Fund
 Fund                    must limit its investments to cash, cash items,
                         U.S. government securities and securities of
                         issuers in which its investments are limited to
                         not more than 5% of the value of its total assets
                         in the securities of any one issuer and not more
                         than 10% of its total assets in the outstanding
                         voting securities of any one issuer.

                         With respect to 75% of its total assets, the Fund
                         cannot buy securities issued or guaranteed by any
                         one issuer if more than 5% of the Fund's total
                         assets would be invested in securities of that
                         issuer or if the Fund would then own more than
                         10% of that issuer's voting securities. That
                         restriction does not apply to cash or cash items
                         or securities issued or guaranteed by the U.S.
                         government or its agencies or instrumentalities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Limited Term New York   With respect to 75% of its assets, the Fund
 Municipal Fund          cannot purchase securities issued or guaranteed
                         by any one issuer (other than the U.S. government
                         or its agencies or instrumentalities), if more
                         than 5% of the Fund's total assets would be
                         invested in securities of that issuer.

                         The Fund cannot purchase the securities of any
                         issuer if the Fund would then own more than 10%
                         of the voting securities of that issuer.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 MidCap Fund             The Fund cannot buy securities issued or
                         guaranteed by any one issuer if more than 5% of
                         its total assets would be invested in securities
                         of that issuer or if it would then own more than
                         10% of that issuer's voting securities.  That
                         restriction applies to 75% of the Fund's total
                         assets.  The limit does not apply to securities
                         issued by the U.S. government or any of its
                         agencies or instrumentalities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Balanced Fund     The Fund cannot invest more than 5% of the value
                         of its total assets in the securities of any one
                         issuer. This restriction applies to 75% of its
                         total assets.

                         The Fund cannot purchase more than 10% of the
                         voting securities of any one issuer (other than
                         the U.S. government or any of its agencies or
                         instrumentalities).  This restriction applies to
                         75% of the Fund's total assets.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Capital Value     The Fund cannot buy securities issued or
 Fund                    guaranteed by any one issuer if more than 5% of
                         its total assets would be invested in securities
                         of that issuer or if it would own more than 10%
                         of that issuer's voting securities. This
                         limitation applies to 75% of the Fund's total
                         assets. The limit does not apply to securities
                         issued by the U.S. government or any of its
                         agencies or instrumentalities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest International     The Fund cannot purchase more than 10% of the
 Value Fund              voting securities of any one issuer. This
                         limitation applies to 75% of the Fund's total
                         assets. The limit does not apply to securities
                         issued by the U.S. Government or any of its
                         agencies or instrumentalities.

                         The Fund cannot invest more than 5% of the value
                         of its total assets in securities of any one
                         issuer. This limitation applies to 75% of the
                         Fund's total assets.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Opportunity       The Fund cannot buy securities issued or
 Value Fund              guaranteed by any one issuer if more than 5% of
                         its total assets would be invested in securities
                         of that issuer. This limitation applies to 75% of
                         the Fund's total assets.

                         The Fund cannot purchase more than 10% of any
                         class of security of any issuer. All outstanding
                         debt securities and all preferred stock of an
                         issuer is considered as one class. This
                         restriction does not apply to securities issued
                         by the U.S. government or any of its agencies or
                         instrumentalities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Value Fund        The Fund cannot buy securities issued or
                         guaranteed by any one issuer if more than 5% of
                         its total assets would be invested in securities
                         of that issuer. This limitation applies to 75% of
                         the Fund's total assets.

                         The Fund cannot purchase more than 10% of the
                         voting securities of any one issuer. The limit
                         does not apply to securities issued by the U.S.
                         Government or any of its agencies or
                         instrumentalities.

                         The Fund cannot purchase more than 10% of any
                         class of security of any issuer. All outstanding
                         debt securities and all preferred stock of an
                         issuer are considered to be one class. This
                         restriction does not apply to securities issued
                         by the U.S. Government or any of its agencies or
                         instrumentalities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Rochester Fund          The Fund cannot purchase the securities of any
 Municipals              issuer that would result in the Fund owning more
                         than 10% of the voting securities of that issuer.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------

 Small- & Mid- Cap       The Fund cannot invest more than 5% of the value
 Value Fund              of its total assets in the securities of any one

                         issuer. This restriction applies to 75% of its
                         total assets.

                         The Fund cannot purchase more than 10% of the
                         voting securities of any one issuer. All
                         outstanding debt securities and all preferred
                         stock of an issuer are considered as one class.
                         This restriction does not apply to securities
                         issued by the U.S. government or any of its
                         agencies or instrumentalities.
 ---------------------------------------------------------------------------

Proposal 2d:  Eliminate Policy on Put and Call Options.

      The Funds listed below are currently subject to a fundamental investment
policy prohibiting them from writing, purchasing or selling put and call
options.  The existing policy is not required to be a fundamental investment
policy under the Investment Company Act.  Therefore, it is proposed that this
current fundamental policy be eliminated for each Fund.

      A put option gives the purchaser (holder) of the option the rights to sell
(put) a security or other instrument to a third party at a stated price for a
stated period or on a stated date.  A call option gives the purchaser (holder)
of the option the right to purchase (call) a security or other instrument from a
third party at a stated price for a stated period or on a stated date.  A person
who sells (writes) a put option gives a third party the right to require the
writer to purchase a security or other instrument at a stated price for a stated
period or on a stated date, while a person who sells (writes) a call option
gives a third party the right to require the writer to sell a security or other
instrument at a stated price for a stated period or on a stated date.

      Put and call options may be used for a variety of purposes.  For example,
if a portfolio manager wishes to hedge a security owned against a decline in
price, the manager may purchase a put option on the underlying security, i.e.,
purchase the right to sell the security to a third party at a stated price.  If
the underlying security then declines in price, the manager can exercise the put
option, thus limiting the amount of loss resulting from the decline in price.
Similarly, if the manager intends to purchase a security at some date in the
future, the manager may purchase a call option on the security today in order to
hedge against an increase in its price before the intended purchase date.  On
the other hand, put and call options also can be used for speculative purposes.
For example, if a portfolio manager believes that the price of stocks generally
is going to rise, the manager may purchase a call option on a stock index, the
components of which are unrelated to the stocks held or intended to be
purchased.  Finally, a portfolio manager may write covered call options on
securities owned in order to realize additional income with respect to the
managed portfolio, or the manager may write put options for the similar
income-producing purposes.  If the options expire unexercised, the manager has
increased the portfolio's income by the amount of the price (premium) received
upon the sale of the option.  On the other hand, if a covered call option is
exercised and the underlying security is "called" away, the manager has limited
the amount of gain to the exercise price of the options plus the premium.
Similarly, if a put option is exercised, the manager may be required to purchase
a security at an unfavorable price.

          Section 18(f)(1) of the Investment Company Act prohibits the Funds
from issuing "senior securities" except under limited, specified circumstances.
The definition of "senior securities" includes most forms of borrowing by a
fund.  In addition, certain options transactions which may obligate a fund to pay
money to a third party at some time in the future also could be deemed to result
in a prohibited issuance of "senior securities" under the Investment Company
Act.  For example, when a fund writes a put option, it will be obligated to
purchase the security covered by the option if the counterparty exercises the
option.  However, the SEC staff takes the position that a fund may engage in
such options transactions without being deemed to violate the Investment Company
Act through the issuance of "senior securities" if it takes certain steps
designed to limit the risk to the fund.  These steps typically involve either
the "covering" of the transaction with an offsetting transaction or the
segregation of cash or other liquid securities with the fund's custodian in an
amount sufficient to cover the fund's exposure if a third party exercises its
rights under the option transaction in question.  Although these steps do not
protect a fund from loss on such transactions, they assure that the fund will
have the required securities or liquid assets sufficient to meet its obligations
thereunder, and they prevent the fund from effectively "leveraging" its
portfolio in a manner not contemplated by the Investment Company Act.

       Given these SEC staff positions, the fundamental investment policies
below are not necessary.  The elimination of this fundamental policy would
provide the Board with the flexibility to determine, without a future
shareholder vote, what limitations in addition to these Staff positions, if any,
are appropriate with respect to options transactions by the Funds.

      The Trustees recommend that shareholders eliminate this fundamental
investment policy to conform the Fund's policy in this area to other Oppenheimer
funds.  In addition, the Trustees believe that its elimination could increase
the Fund's flexibility when choosing investments in the future.  Each Fund's
current fundamental investment policy is set forth below.











---------------------------------------------------------------------------

                  Fund                Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Convertible Securities Fund           The  Fund may not  purchase  or sell
                                      put and call  options  nor write put
                                      or  call  options,   except  as  set
                                      forth  in  the  Prospectus  or  this
                                      Statement of Additional Information.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Limited Term New York Municipal       The Fund cannot sell securities
Fund                                  short, purchase securities on
                                      margin, or write put options. The
                                      Fund can purchase securities that
                                      have puts attached. (See also
                                      sub-proposal 2(h).)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Quest Value Fund                      The Fund cannot  write,  purchase or
                                      sell puts,  calls or combinations of
                                      puts   and   calls   on   individual
                                      stocks.   However,   the   Fund  may
                                      purchase  or  sell   exchange-traded
                                      put  and  call   options   on  stock
                                      indices   to   protect   the  Fund's
                                      assets.
---------------------------------------------------------------------------

Proposal  2e:  Eliminate  the Policy on  Investment  in Issuers  Whose  Shares are
             Owned by the Fund's Trustees or Officers.

      The Funds listed below are currently subject to a fundamental investment
policy prohibiting them from purchasing or holding the securities of an issuer
if the officers and Trustees of the Funds or the Manager individually
beneficially own 1/2 of 1% of such securities and together own more than 5% of
such securities. It is proposed that the current fundamental policy be
eliminated.


      This outdated policy was originally adopted to address then existing state
requirements in connection with the registration of shares of the Funds for sale
in a particular state or states. As a result of NSMIA, the state restriction is
no longer applicable.  In addition, maintaining the restriction could impose
limitations on the operation of the portfolio and is difficult to monitor and
administer.  Elimination of this fundamental policy is unlikely to affect
management of the Funds and is not expected to materially increase the risk of
an investment in the Funds.


      The Trustees recommend that shareholders eliminate this fundamental
investment policy to conform the Fund's policy in this area to other Oppenheimer
funds.  In addition, the Trustees believe that its elimination could increase
the Fund's flexibility when choosing investments in the future.  The Funds'
current fundamental investment policy is set forth below.












 ---------------------------------------------------------------------------

            Fund          Current Fundamental Policy
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Convertible Securities   The Fund may not purchase or retain securities
 Fund                     of any issuer if any of its officers and
                          trustees, or any of the officers and directors
                          of the Manager or the Distributor own
                          individually beneficially more than 0.5% of the
                          outstanding securities of that issuer, or if all
                          of those persons together own more than 5% of
                          that issuer's securities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Balanced Fund      The Fund cannot invest in securities of any
                          issuer if, to the knowledge of the Trust, any
                          officer or trustee of the Trust or any officer
                          or director of the Manager or Sub-Advisor owns
                          more than 1/2 of 1% of the outstanding
                          securities of that issuer, and who together own
                          more 5% of the outstanding securities of that
                          issuer.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Limited Term New York    The Fund cannot invest in or hold securities of
 Municipal Fund           any issuer if Trustees of the Fund own more than
                          1/2 of 1% of the securities of that issuer and
                          together own more than 5% of the securities of
                          that issuer.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Capital Value Fund The Fund cannot invest or hold securities of any
                          issuer if officers and directors of the Fund or
                          its Manager or Sub-Advisor individually
                          beneficially own more than 1/2 of 1% of the
                          securities of that issuer and together own more
                          than 5% of the securities of that issuer.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest International      The Fund cannot invest in or hold securities of
 Value Fund               any issuer if officers and directors of the Fund
 Quest Value Fund         or its Manager individually beneficially own
                          more than 1/2 of 1% of the securities of that
                          issuer and together own more than 5% of the
                          securities of that issuer.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Opportunity Value  The Fund cannot invest in or hold securities of
 Fund                     any issuer if officers and Trustees of the Fund
                          or officers and directors of its Manager
                          individually beneficially own more than 1/2 of
                          1% of the securities of that issuer and together
                          own more than 5% of the securities of that
                          issuer.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Rochester Fund           The Fund cannot purchase securities from or sell
 Municipals               them to its officers and trustees, or any firm
                          of which any officer or trustee is a member, as
                          principal. However, the Fund may deal with such
                          persons or firms as brokers and pay a customary
                          brokerage commission. The Fund cannot retain
                          securities of any issuer, if to the knowledge of
                          the Fund, one or more of its officers, trustees
                          or investment advisor, own beneficially more
                          than1/2of 1% of the securities of such issuer
                          and all such officers and trustees together own
                          beneficially more than 5% of those securities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------

 Small- & Mid- Cap Value  The Fund cannot invest in securities of any
 Fund                     issuer if, to the knowledge of the Trust,

                          officers, directors or trustees of the Trust, or
                          the Manager who owns 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.
 ---------------------------------------------------------------------------

Proposal  2f:  Reclassify  as  Non-Fundamental  the Policy on  Investing  in Other
Investment Companies.

      Certain Funds are currently subject to a fundamental investment policy
limiting their investment in securities of other investment companies.  It is
proposed that each Fund's current fundamental policy be re-classified as a
non-fundamental policy that can be changed in the future without shareholder
approval.  The purpose of this proposal is to provide the Funds with the maximum
flexibility permitted by law to pursue their investment objectives.

      The Investment Company Act does not require that policies on investing in
other investment companies be fundamental.  This policy is non-fundamental for
many of the other Oppenheimer funds.  Making the policy on investing in other
investment companies non-fundamental would give the Board the opportunity to
reconsider the Funds' arrangements without having to have the Funds incur the
cost of obtaining shareholder approval should regulatory requirements change or
should it become advantageous for the Funds to invest in other investment
companies to an extent different from what is currently permitted by their
fundamental policies.

      The ability of the Funds to invest in other mutual funds is restricted by
Section 12(d)(1) of the Investment Company Act.  NSMIA amended Section 12 to
permit mutual funds to enter into so-called fund-of-funds or master/feeder
arrangements with other mutual funds in a fund complex, and granted the SEC
broad powers to provide exemptive relief for these purposes.  The Funds are
parties to an exemptive order from the SEC permitting them to enter into
fund-of-funds arrangements with other affiliated funds.  However, the Funds
listed below do not currently anticipate investing in other funds in a
fund-of-funds arrangement.  Although they may do so in the future if
shareholders approve this proposal, each Fund's prospectus would have to be
updated to reflect such a change in policy.

      An investment in another mutual fund may result in duplicative of
expenses.  Should the Trustees determine in the future that a Fund's investment
in other funds in a fund-of-funds arrangement is in the best interests of the
Fund, the Trustees would consider and take steps to mitigate the potential for
duplicative of fees in determining whether any Fund's participation in such an
arrangement is suitable for the Fund and its shareholders.

      In this regard, several of the Funds may participate as underlying funds
in a fund of funds arrangement in which another Oppenheimer fund would invest
its assets in the Fund.  As a result, Section 12(d)(1)(A) of the Investment
Company Act generally prohibits a mutual fund from investing more than 5% of its
total assets in another investment company.  The "fund-of-funds" amendments to
Section 12(d)(1) in 1996 permit those funds to acquire shares of underlying
funds in excess of the 5% limit if, among other conditions, the acquired fund
has an investment policy limiting its investment in other investment companies
(in other words, so that a fund-of-funds cannot invest in another
fund-of-funds).  That Investment Company Act restriction stems from Congress's
concern over the control of investment companies being unduly concentrated
through pyramiding.  Therefore, it is necessary for any such Fund, as the
underlying fund, to adopt a policy (which may be non-fundamental) preventing
them from investing more than the Investment Company Act statutory limits in
other investment companies in order that the investing fund of funds may invest
more than 5% of its assets in the underlying Fund.

      The existing policy is not required to be fundamental under the Investment
Company Act. The purpose of this proposal is to provide the Fund with the
maximum flexibility permitted by law to pursue its investment objective.

      The Funds' current fundamental investment policies, which would be
reclassified as non-fundamental, are set forth below. Even as a non-fundamental
policy, the Funds still would have to adhere to the policies.












 ---------------------------------------------------------------------------

            Fund         Current Fundamental Policy
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Convertible Securities  The Fund may not acquire securities of any other
 Fund                    investment company, if as a result of that
                         acquisition, the Fund would own in the aggregate:
                         (1) more than 3% of the voting stock of that
                         investment company; (2) securities of that
                         investment company having an aggregate value in
                         excess of 5% of the value of the total assets of
                         the Fund; or (3) securities of that investment
                         company and of any other investment companies
                         (but excluding treasury stock of those funds)
                         having an aggregate value in excess of 10% of the
                         total assets of the Fund. However, none of these
                         limitations applies to a security received as a
                         dividend or as a result of an offer of exchange,
                         a merger or plan of reorganization.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest International     The Fund cannot invest in the securities of other
 Value Fund              registered investment companies or registered
                         unit investment trusts in reliance on
                         sub-paragraph (F) or (G) of section 12(d)(1) of
                         the Investment Company Act.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Value Fund        The Fund may also invest all of its investable
                         assets in an open-end management investment
                         company with substantially the same investment
                         objective and restrictions as the Fund.
 ---------------------------------------------------------------------------


Proposal 2g:  Amend the Policy on Lending.

      Under the Investment Company Act, a fund's policy regarding lending must
be fundamental. It is proposed that certain Funds' current fundamental policies
be replaced by a revised fundamental policy that permits the Funds to engage in
lending to the extent their lending is consistent with the Investment Company
Act, the rules thereunder or any exemption from the Investment Company Act that
is applicable to the Funds.

      Currently, SEC staff positions permit (a) lending of securities by a fund
of no more than one-third of its total asset value, (b) purchasing debt
instruments or similar evidences of indebtedness, and (c) investing in
repurchase agreements.

      If shareholders approve the proposed change in each Fund's policy, the
Trustees do not anticipate that it will affect the management of the Funds.  In
general, the Funds lend their assets primarily in three different ways.  They
may lend their portfolio securities, they may engage in certain types of
securities transactions that could be construed as "lending" transactions and
they may engage in "interfund" lending of cash to another Oppenheimer fund
pursuant to an exemptive order received from the SEC.  Lending money to an
affiliated fund may allow a Fund to obtain a higher rate of return than it could
from interest rates on alternative short-term investments.  Implementation of
such interfund lending arrangements, however, must be accomplished consistent
with applicable regulatory requirements, including the provisions of the SEC
order.  The Funds do not currently intend to engage in such lending.  In the
future, if the Fund were to engage in such lending, the Fund's prospectus or
statement of additional information would be revised accordingly.

        Some Funds are currently lending their portfolio securities as part of a
securities lending program.  Funds can generate income from lending portfolio
securities, although there are risks involved.  The Funds might experience a
delay in receiving additional collateral to secure a loan, or a delay in
recovery of the loaned securities if the borrower defaults.  However, procedures
are in place to ensure that borrowers of securities are creditworthy and that
the loans are fully collateralized.

      This change would give the Funds the greatest amount of flexibility to
lend their portfolio securities to generate income within the limits of the
Investment Company Act where desirable and appropriate in accordance with their
investment objectives.

      In addition, the Funds would have greater ability to engage in
transactions which could be considered lending, but which could be beneficial to
the management of the portfolio.  The Funds' proposed and current fundamental
investment policies are set forth below.

                           Proposed Fundamental Policy

--------------------------------------------------------------------------
The Fund cannot make loans, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any
exemption therefrom that is applicable to the Fund, as such statute,
rules or regulations may be amended or interpreted from time to time.
--------------------------------------------------------------------------












 ------------------------------------------------------------------------------

               Fund             Current Fundamental Policy
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Convertible Securities Fund    The Fund may not make loans. However, this
                                policy does not prohibit the Fund from (1)
                                making loans of its portfolio securities, (2)
                                purchasing notes, bonds or other evidences of
                                indebtedness, (3) making deposits with banks
                                and other financial institutions, or (4)
                                entering into repurchase agreements.


 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Limited Term New York          The Fund cannot make loans to others except
 Municipal Fund                 in accordance with the Fund's investment
                                objective and policies. The Fund can also
                                enter into contracts that compensate service
                                providers by means of compensating balances.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 MidCap Fund                    The Fund cannot lend money.  However, it can
                                invest in all or a portion of an issue of
                                bonds, debentures, commercial paper or other
                                similar corporate obligations.  The Fund may
                                also lend its portfolio securities subject to
                                the restrictions stated in the Prospectus and
                                this Statement of Additional Information and
                                can enter into repurchase transactions.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Quest Balanced Fund            The Fund cannot make loans to any person or
 Quest Opportunity Value Fund   individual. However, portfolio securities may
                                be loaned by the Fund within the limits set
                                forth in the Prospectus and Statement of
                                Additional Information.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Quest Capital Value Fund       The Fund cannot lend money or property to any
                                person. However, the Fund can purchase fixed
                                income securities consistent with the Fund's
                                investment objective and policies. The Fund
                                may also make loans of portfolio securities,
                                in an amount that does not exceed one-third
                                of the Fund's total assets. Additionally, the
                                Fund can enter into repurchase agreements.
                                For the purpose of this restriction,
                                collateral arrangements with respect to stock
                                options, options on securities and stock
                                indices, stock index futures and options on
                                such futures are not deemed to be loans of
                                assets.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Quest International Value Fund The Fund cannot lend money. However the Fund
                                can invest in all or a portion of an issue of
                                bonds, debentures, commercial paper or other
                                similar corporate obligations. The Fund may
                                also engage in repurchase agreements and may
                                make loans of portfolio securities, subject
                                to the restrictions stated under "Loans of
                                Portfolio Securities."
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Quest Value Fund               The Fund cannot lend money except in
                                connection with the acquisition of debt
                                securities which the Fund's investment
                                policies and restrictions permit it to
                                purchase. The Fund may also make loans of
                                portfolio securities, subject to the
                                restrictions stated under "Loans of Portfolio
                                Securities."
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Rochester Fund Municipals      The Fund cannot lend any of its funds or
                                other assets, except by the purchase of a
                                portion of an issue of publicly distributed
                                bonds, debentures, notes or other debt
                                securities.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 Small- & Mid- Cap Value Fund   The Fund cannot make loans to any person or
                                individual. However, portfolio securities may
                                be loaned by the Fund within the limits set
                                forth in the Prospectus.

 ------------------------------------------------------------------------------


Proposal 2h:  Eliminate the Policy on Margin and Short Sales.

      The Funds listed below are currently subject to a fundamental investment
policy prohibiting them from purchasing securities on margin and engaging in
short sales.  The existing policy is not required to be a fundamental investment
policy under the Investment Company Act.  It is proposed that this current
fundamental policy prohibiting purchases of securities on margin and engaging in
short sales be eliminated for each Fund.


      Margin purchases involve the purchase of securities with borrowed money,
and the Investment Company Act imposes certain restrictions on borrowing as
discussed in detail below under proposals 2(a):  "Amend the Policy on Borrowing"
and 2(i): "Eliminate the Policy on Pledging, Mortgaging or Hypothecating
Assets," respectively. "Margin" is the cash or securities that the borrower
places with a broker as collateral against the loan.  Although each Fund listed
below has a current fundamental investment policy that prohibits it from
purchasing securities on margin, the Investment Company Act permits the Funds to
obtain such short-term credits as may be necessary for the clearance of
transactions.  In addition, SEC staff interpretations permit mutual funds to
make margin payments in connection with the purchase and sale of futures
contracts and options on futures contracts.


      In a short sale, an investor sells a borrowed security with a
corresponding obligation to the lender to return the identical security. In an
investment technique known as a short sale "against-the-box," an investor sells
short while owning the same securities in the same amount, or having the right
to obtain equivalent securities.  The investor could have the right to obtain
equivalent securities, for example, through ownership of options or convertible
securities.

      A short sale is a form of leverage.  Leverage exists when a fund has the
right to a return on an investment that exceeds the amount the fund contributed
to the investment. The use of leverage exposes shareholders and their
investments in a fund to a greater risk of loss.  For example, engaging in short
sales may cause the value of a fund's shares to be more volatile than if the
fund did not engage in short selling.  In addition, in a short sale, there is a
risk that the investor may have to buy the security later at a price higher than
the sales price and incur a loss as a result.

      As a result of NSMIA, the state restrictions regarding margin purchases
and short sales no longer apply to the Funds.  The Trustees recommend that
shareholders eliminate this fundamental investment policy to conform each Fund's
policy to other Oppenheimer funds.  Elimination of this fundamental investment
policy is unlikely to affect management of the Funds and is not expected to
materially increase the risk of an investment in any Fund.

      Although the Funds would be permitted to sell securities short if
shareholders approved this proposal, the Funds would have to segregate liquid
assets to cover their obligation under any short sale.  If the Trustees and
Manager believed that it was in the best interests of a Fund to engage in short
sales to a significant degree, the Fund's prospectus would have to be updated to
reflect such a change in policy unless the prospectus already contained such a
policy.  Among other things, the prospectus would be updated to describe in
detail the risks associated with short sales, which are outlined above.  The
Board proposes to eliminate the restrictions relating to purchasing on margin.

      The practices of purchasing securities on margin and selling securities
short when a Fund does not own the security create the issuance of a senior
security.  Open-end investment portfolios such as the Funds are by law not
permitted to issue senior securities except under very limited circumstances.
Therefore, there is no need for the Funds to have a restriction on purchasing on
margin or selling short since these activities are controlled by statutory
requirements and other restrictions adopted by the Funds.  Eliminating this
restriction would not affect any Fund's present investment strategies.  Each
Fund's current fundamental investment policy is set forth below.











 ---------------------------------------------------------------------------

           Fund         Current Fundamental Policy
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Convertible            The Fund may not purchase securities on margin.
 Securities Fund        However, the Fund can obtain unsecured loans to
                        purchase securities. The aggregate of all
                        unsecured loans, however, may not exceed 50% of
                        the Fund's total assets. It can also borrow
                        amounts equivalent to up to 5% of the Fund's net
                        assets for temporary, extraordinary or emergency
                        purposes.  (See also sub-proposals 2(a), (g) &
                        (k).)

                        The Fund may not make short sales on securities or
                        maintain a short position. An exception the Fund
                        can do so if at all times when a short position is
                        open, the Fund owns an equal amount of the
                        securities sold short or the Fund owns securities
                        that are convertible into or exchangeable for
                        securities of the same issue as, and equal in
                        amount to, the securities sold short, without
                        payment of further consideration. Not more than
                        10% of the Fund's total assets may be held as
                        collateral for these short sales at any one time.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Limited Term New       The Fund cannot sell securities short, purchase
 York Municipal Fund    securities on margin, or write put options. The
                        Fund can purchase securities that have puts
                        attached. (See also sub-proposal 2(d).)
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Rochester Fund         The Fund cannot buy any securities on margin or
 Municipals             sell any securities short.
 ---------------------------------------------------------------------------

Proposal 2i:  Eliminate the Policy on Pledging, Mortgaging or Hypothecating of
Assets.

      Certain Funds are currently subject to a fundamental investment policy
concerning the pledging, mortgaging or hypothecating of their respective
assets.  It is proposed that this current fundamental investment policy be
eliminated.


      The existing policy concerning pledging, mortgaging or hypothecating of
assets is not required to be fundamental under the Investment Company Act, and
the Funds should be provided with the maximum flexibility permitted by law to
pursue their investment objectives.  The Trustees recommend that the policy
regarding pledging, mortgaging or hypothecating be eliminated so that the Funds
may enter into collateral arrangements in connection with their borrowing
requirements consistent with their other investment policies, including their
policies regarding borrowing and issuing senior securities.  The risks
associated with borrowing are discussed in detail under proposal 2(a) ("Amend
the Policy on Borrowing").

      Pledging or otherwise encumbering a Fund's assets could entail certain
risks.  For     example, a Fund could incur costs or encounter delays in
recovering the assets pledged or, in the event of the insolvency of the pledgee,
the Fund might not be able to recover some or all of the pledged assets.  The
elimination of the existing fundamental investment policy would allow the Funds
greater flexibility to secure borrowings. With greater borrowing flexibility, a
Fund may be subject to additional costs, as well as the risks inherent in
borrowing, such as reduced total return and increased volatility of net asset
value.   Additionally, a Fund may also be forced to sell securities at
inopportune times    to repay loans.


      The restriction on pledging and hypothecating assets was based on state
law requirements that are no longer applicable.  Removing this restriction would
give the Fund greater flexibility by permitting the Board to make changes in
investment policy regarding pledging or mortgaging assets without seeking
shareholder approval.  In addition, removing this restriction would afford the
Fund greater flexibility in permitted borrowing transactions because bank
lenders often require a pledge of assets as security for loans.  Eliminating
this restriction would not affect the Fund's present investment practices.











 ---------------------------------------------------------------------------

            Fund          Current Fundamental Policy
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Limited Term New York    The Fund cannot mortgage or pledge any of its
 Municipal Fund           assets, and the Fund can borrow money only from
                          a bank for temporary or emergency purposes or
                          for investment purposes in amounts not exceeding
                          10% of its total assets. (See also sub-proposal
                          2(b).)
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Balanced Fund      The Fund cannot pledge its assets, or assign or
 Quest  Opportunity Value otherwise encumber its assets in an amount in
 Fund                     excess of 10% of the value of its net assets. It
                          can pledge, assign or encumber its assets only
                          to secure borrowings that comply with the limits
                          set forth in the Fund's Prospectus and Statement
                          of Additional Information.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Capital Value Fund The Fund cannot pledge, mortgage or hypothecate
                          any of its assets. However, the Fund can pledge
                          assets to secure permitted borrowings and in
                          connection with collateral arrangements with
                          respect to options and futures.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest International      The Fund cannot pledge its assets or assign or
 Value Fund               otherwise encumber its assets in excess of
                          one-third of its net assets. It can do so only
                          to secure borrowings made within the limitations
                          set forth in the Prospectus or this Statement of
                          Additional Information.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Value Fund         The Fund cannot pledge, mortgage or hypothecate
                          any of its assets.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Rochester Fund           The Fund cannot borrow money or mortgage or
 Municipals               pledge any of its assets, except that the Fund
                          may borrow from a bank for temporary or
                          emergency purposes or for investment purposes in
                          amounts not exceeding 5% of its total assets.
                          (See also sub-proposal 2(b).)
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------

 Small- & Mid- Cap Value  The Fund cannot pledge its assets or assign or
 Fund                     otherwise encumber its assets in excess of 10%

                          of its net assets. It can pledge, assign or
                          encumber its assets only to secure borrowings
                          effected within the limitations set forth in the
                          Prospectus.
 ---------------------------------------------------------------------------


Proposal 2j:  Amend the Policies on Real Estate and Commodities.

      The Investment Company Act requires a fund to have fundamental investment
policies governing investments in real estate and commodities. The Funds are
currently subject to fundamental investment policies prohibiting them from
investing in real estate or commodities.


      It is proposed that the current fundamental policies regarding real estate
and commodities be amended.  The amendments would make the Funds' policies
consistent with the other Oppenheimer funds and assist the Funds and the Manager
in maintaining compliance with the various investment restrictions governing the
Funds.  The proposed policy would permit the Funds to: (1) invest in debt
securities secured by real estate or interests in real estate, or issued by
companies, including real estate investment trusts, that invest in real estate
or interests in real estate; (2) invest in hedging instruments permitted by any
of its other investment policies; and (3) buy and sell options, futures,
securities or other instruments backed by, or the investment return of which is
linked to changes in the price of physical commodities or currencies.


      Many of the Funds listed below already have this flexibility under their
existing policies.  Therefore, amending the existing policy as proposed is not
expected to increase the risk of an investment in a Fund nor affect the
management of the Fund.  The Board believes that the proposed fundamental
policies on investing in real estate and commodities will provide the Funds with
the maximum flexibility consistent with the current legal requirements.

      The proposed policy also would provide each Fund the flexibility to deal
with a physical commodity if necessary as a result of the Fund's ownership of
another security. In addition, the amended policy would clarify a Fund's ability
to purchase and sell options and futures contracts and to purchase instruments
that are backed by physical commodities.

      The proposed change conforms the restriction on investing in real estate
to that of other Oppenheimer funds and to current interpretations of the
Investment Company Act.  This change modernizes the present restriction by
allowing a Fund to invest in certain newer financial instruments that may have
been precluded under the prior restriction, when that type of investment is
consistent with the Fund's investment objectives and policies. The proposed
policy combines real estate with commodities and commodity contracts.  The
Funds' proposed and current fundamental policies are set forth below.

                           Proposed Fundamental Policy
 -------------------------------------------------------------------------
 The Fund cannot invest in real estate, physical commodities or
 commodity contracts, except to the extent permitted under the
 Investment Company Act, the rules or regulations thereunder or any
 exemption therefrom, as such statute, rules or regulations may be
 amended or interpreted from time to time.
 -------------------------------------------------------------------------











 ---------------------------------------------------------------------------

                Fund             Current Fundamental Policy
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Convertible Securities Fund     The Fund may not purchase or sell real
                                 estate or real estate mortgage loans.
                                 However, the Fund may invest not more
                                 than 5% of its total assets in marketable
                                 securities of real estate investment
                                 trusts.

                                 The Fund may not deal in commodities or
                                 commodities contracts.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Limited Term New York           The Fund cannot purchase or sell real
 Municipal Fund                  estate, real estate investment trust
                                 securities, commodities, commodity
                                 contracts, or oil or gas interests.
                                 However, the Fund can invest in municipal
                                 securities that are secured by real
                                 estate or interests in real estate.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 MidCap Fund                     The Fund cannot invest in real estate or
                                 in interests in real estate. However, the
                                 Fund can purchase readily-marketable
                                 securities of companies holding real
                                 estate or interests in real estate.

                                 The Fund cannot invest in physical
                                 commodities or physical commodity
                                 contracts.  However, the Fund can buy and
                                 sell hedging instruments to the extent
                                 specified in its Prospectus and this
                                 Statement of Additional Information from
                                 time to time.  The Fund can also 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.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Balanced Fund             The Fund cannot invest in real estate or
                                 real estate limited partnerships (direct
 Quest Opportunity Value Fund    participation programs). However, the
                                 Fund can purchase securities of issuers
                                 that engage in real estate operations and
                                 securities that are secured by real
                                 estate or interests in real estate.

                                 The Fund cannot invest in physical
                                 commodities or physical commodity
                                 contracts. However, the Fund may buy and
                                 sell hedging instruments to the extent
                                 specified in its Prospectus and Statement
                                 of Additional Information from time to
                                 time. The Fund can also buy and sell
                                 options, futures, and securities or other
                                 instruments backed by physical
                                 commodities or whose investment return is
                                 linked to changes in the price of
                                 physical commodities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Capital Value Fund        The Fund cannot purchase real estate or
                                 interests in real estate. However, the
                                 Fund can purchase or sell securities of
                                 companies that deal in real estate or
                                 interests in real estate.

                                 The Fund cannot invest in physical
                                 commodities or physical commodity
                                 contracts. However, the Fund may buy and
                                 sell hedging instruments to the extent
                                 specified in its Prospectus and Statement
                                 of Additional Information from time to
                                 time. The Fund can also buy and sell
                                 options futures and securities or other
                                 instruments backed by physical
                                 commodities or whose investment return is
                                 linked to changes in the price of
                                 physical commodities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest International Value Fund  The Fund cannot invest in real estate.
                                 However, the Fund can purchase securities
                                 of issuers that engage in real estate
                                 operations and securities that are
                                 secured by real estate or interests in
                                 real estate.

                                 The Fund cannot invest in physical
                                 commodities or physical commodity
                                 contracts. However, the Fund may buy and
                                 sell hedging instruments to the extent
                                 specified in its Prospectus and Statement
                                 of Additional Information from time to
                                 time. The Fund can also buy and sell
                                 options, futures, securities or other
                                 instruments backed by physical
                                 commodities or whose investment return is
                                 linked to changes in the price of
                                 physical commodities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Value Fund                The Fund cannot invest in real estate or
                                 in interests in real estate (including
                                 limited partnership interests). However,
                                 the Fund can purchase readily-marketable
                                 securities of companies holding real
                                 estate or interests in real estate.

                                 The Fund cannot invest in physical
                                 commodities or physical commodity
                                 contracts. However, the Fund may buy and
                                 sell hedging instruments to the extent
                                 specified in its Prospectus and Statement
                                 of Additional Information from time to
                                 time. The Fund can also buy and sell
                                 options (subject to the restrictions in
                                 its other fundamental policies), futures,
                                 and securities or other instruments
                                 backed by physical commodities or whose
                                 investment return is linked to changes in
                                 the price of physical commodities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Rochester Fund Municipals       The Fund cannot acquire, lease or hold
                                 real estate, except as may be necessary
                                 or advisable for the maintenance of its
                                 offices or to enable the Fund to take
                                 appropriate such action in the event of
                                 financial difficulties, default or
                                 bankruptcy of either the issuer of or the
                                 underlying source of funds for debt
                                 service for any obligations in the Fund's
                                 portfolio.

                                 The Fund cannot invest in commodities and
                                 commodity contracts, puts, calls,
                                 straddles, spreads or any combination
                                 thereof, or interests in oil, gas or
                                 other mineral exploration or development
                                 programs. The Fund may, however, write
                                 covered call options (or purchase put
                                 options) listed for trading on a national
                                 securities exchange. The Fund can also
                                 purchase call options (and sell put
                                 options) to the extent necessary to close
                                 out call options it previously wrote or
                                 put options it previously purchased.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------

 Small- & Mid- Cap Value Fund    The Fund cannot invest in real estate or
                                 real estate limited partnerships (direct
                                 participation programs). However, the
                                 Fund may purchase securities of issuers
                                 that engage in real estate operations and
                                 securities which are secured by real
                                 estate or interests in real estate.


                                 The Fund cannot invest in physical
                                 commodities or physical commodity
                                 contracts. However, the Fund may buy and
                                 sell hedging instruments to the extent
                                 specified in its Prospectus or Statement
                                 of Additional Information from time to
                                 time. The Fund can also 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.
 ---------------------------------------------------------------------------


Proposal 2k:  Amend the Policy on Senior Securities.

      The Funds are currently subject to a fundamental investment policy
limiting their investments in senior securities.  Under the Investment Company
Act, an investment company is not permitted to issue senior securities, except
under certain limited conditions. The proposed amendment would not change the
policy but would modernize and make consistent the language concerning senior
securities. This change would have no immediate impact on any Funds' investment
strategies and would give the Funds the maximum amount of flexibility to invest
when such an investment could be construed as a senior security but is
nonetheless permitted under the law or by interpretations of the SEC.


      A "senior security" is defined under the Investment Company Act generally
as any security (such as a bond, debenture, note or similar obligation or
instrument) evidencing indebtedness.  The Investment Company Act generally
prohibits an open-end fund from issuing senior securities, in order to limit the
ability of an investment company to use leverage.  In general, an investment
company uses leverage when it borrows money to enter into securities
transactions or acquires an asset without being required to make payment until a
later point in time.   Interpretations of the staff of the SEC allow an
investment company to engage to a limited extent in certain investment
techniques that might otherwise be considered to create senior securities, such
as short sales, certain options and futures transactions, and reverse repurchase
agreements.  Other securities transactions that obligate the investment company
to pay money at a future date to meet certain collateralization requirements may
also create senior securities.


      It is proposed that each Fund's current fundamental policy on issuing
senior securities, applicable to the Funds listed below, be amended to read as
follows:



                           Proposed Fundamental Policy
--------------------------------------------------------------------------
The Fund cannot issue senior securities, except to the extent permitted
under the Investment Company Act, the rules or regulations thereunder or
any exemption therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
--------------------------------------------------------------------------












 ---------------------------------------------------------------------------

                Fund             Current Fundamental Policy
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Convertible Securities Fund     The Fund may not issue any securities
                                 that are senior to shares of the Fund.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Limited Term New York           The Fund cannot issue "senior securities."
 Municipal Fund
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 MidCap Fund                     The Fund cannot issue "senior
                                 securities."  However, that restriction
                                 does not prohibit the Fund from borrowing
                                 money subject to the provisions set forth
                                 in this Statement of Additional
                                 Information, or from entering into
                                 margin, collateral or escrow arrangements
                                 permitted by its other investment
                                 policies.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------

 Quest Balanced Fund             The Fund cannot issue senior securities
 Quest Opportunity Value Fund    (as defined in the Investment Company Act
 Small- & Mid- Cap Value Fund    of 1940). However, the Fund can enter

                                 into repurchase agreements, borrow money
                                 in accordance with the restrictions set
                                 forth in its other fundamental policies
                                 and lend its portfolio securities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Capital Value Fund        The Fund cannot issue senior securities,
                                 as defined in the Investment Company Act
                                 of 1940. However, the Fund can enter into
                                 repurchase agreements, lend its portfolio
                                 securities and borrow money from banks
                                 for temporary or emergency purposes.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest International Value Fund  The Fund cannot issue senior securities
                                 (as defined in the Investment Company Act
                                 of 1940). However,  the Fund can enter
                                 into repurchase agreements, borrow money
                                 in accordance with the restrictions set
                                 forth in the Prospectus or this Statement
                                 of Additional Information and lend
                                 portfolio securities, even if those
                                 activities are deemed to involve the
                                 issuance of a senior security.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Value Fund                The Fund cannot issue "senior
                                 securities," but this does not prohibit
                                 certain investment activities for which
                                 assets of the Fund are designated as
                                 segregated, or margin collateral or
                                 escrow arrangements are established, to
                                 cover the related obligations. Examples
                                 of those activities include borrowing
                                 money, reverse repurchase agreements,
                                 delayed-delivery and when-issued
                                 arrangements for portfolio securities
                                 transactions, and contracts to buy or
                                 sell derivatives, hedging instruments,
                                 options or futures.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Rochester Fund Municipals       The Fund cannot issue "senior
                                 securities," but this does not prohibit
                                 certain investment activities for which
                                 assets of the Fund are designated as
                                 segregated, or margin, collateral or
                                 escrow arrangements are established, to
                                 cover the related obligations. Examples
                                 of those activities include borrowing
                                 money, reverse repurchase agreements,
                                 delayed-delivery and when-issued
                                 arrangements for portfolio securities
                                 transactions, and contracts to buy or
                                 sell derivatives, hedging instruments,
                                 options or futures.
 ---------------------------------------------------------------------------


Proposal 2l:  Amend the Policy on Underwriting.

      The Funds listed below are currently subject to the fundamental investment
policy listed below concerning underwriting.  The proposed amendment would
modernize the language concerning underwriting.  In addition, the revised
restriction would conform it to the underwriting policies of other Oppenheimer
funds.  Under the proposed policy, a Fund would not be prohibited from selling
any security in its portfolio merely because the selling Fund might technically
be deemed to be an underwriter under the Securities Act of 1933.  Making this
restriction consistent with that of the other Oppenheimer funds would simplify
portfolio management and assist the Manager in maintaining compliance with the
investment policies of the Funds.

      The proposed change in this investment restriction would not alter any
Fund's investment strategy and would not have any immediate impact on any Fund's
investment strategies.  It is proposed that each Fund's current fundamental
policy on underwriting, applicable to the Funds listed below, be amended to read
as follows:

                           Proposed Fundamental Policy
 -------------------------------------------------------------------------
 The Fund may not underwrite securities issued by others, except to the
 extent that a Fund may be considered an underwriter within the meaning
 of the Securities Act of 1933, as amended, when reselling securities
 held in its own portfolio.
 -------------------------------------------------------------------------












 ---------------------------------------------------------------------------

                Fund              Current Fundamental Policy
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Convertible Securities Fund      The Fund may not underwrite securities
                                  of other issuers.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Limited Term New York  Municipal The Fund cannot underwrite securities of
 Fund                             other issuers. A permitted exception is
                                  in case the purchase of municipal
                                  obligations in accordance with the
                                  Fund's investment objective and policies
                                  is deemed to be an underwriting, whether
                                  the Fund buys the securities directly
                                  from the issuer or from an underwriter
                                  for an issuer.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------

 MidCap Fund                      The Fund cannot underwrite securities of
 Quest Balanced Fund              other companies. A permitted exception
 Quest Capital Value Fund         is in case it is deemed to be an
 Quest International Value Fund   underwriter under the Securities Act of
 Quest Opportunity Value Fund     1933 when reselling any securities held
 Quest Value Fund                 in its own portfolio.
 Small- & Mid- Cap Value Fund

 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Rochester Fund Municipals        The Fund cannot act as underwriter of
                                  securities issued by other persons. A
                                  permitted exception is if the Fund
                                  technically is deemed to be an
                                  underwriter under the federal securities
                                  laws in connection with the disposition
                                  of its portfolio securities.
 ---------------------------------------------------------------------------

Proposal 2m: Eliminate Policy on Investments in Unseasoned Issuers.


      The Board proposes to eliminate the fundamental restriction that the
Convertible Securities Fund cannot deviate from its percentage restrictions that
apply to its investments in small, unseasoned companies.

      This is another restriction that was imposed by state laws and is no
longer applicable nor is it required under the Investment Company Act. Without
these legal requirements, there is no reason to specifically limit the
portfolio, particularly as a fundamental policy.

      Although the Fund has no intention of investing beyond any of its current
percentage restrictions, the policy below is not required to be fundamental and
elimination of it will conform the Fund's policy to other Oppenheimer funds.
Eliminating the restriction as a fundamental policy also allows flexibility by
providing the Fund's Board the ability to change a percentage restriction in the
future without having to seek shareholder approval.  The Funds' current
fundamental investment policy is set forth below.











 ---------------------------------------------------------------------------

              Fund           Current Fundamental Policy
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Convertible Securities Fund The Fund may not invest more than 5% of the
                             value of its total assets in securities of
                             any company (including its predecessors) that
                             has not been in business for at least three
                             consecutive years.
 ---------------------------------------------------------------------------


Proposal 2n:  Eliminate Policies on Miscellaneous Investment Restrictions
            (Warrants and Other Equity Securities).

      Convertible Securities Fund and Quest Opportunity Value Fund are currently
subject to certain fundamental investment policies concerning various percentage
limitations on investments in warrants.  Limited Term New York Municipal Fund
has a fundamental policy prohibiting it from investing in common stocks,
preferred stocks, warrants or other equity securities.  None of these existing
policies is required, much less required to be fundamental, under the Investment
Company Act.  It is proposed that these current fundamental investment policies
be eliminated.

      Although neither Convertible Securities Fund nor Quest Opportunity Value
Fund have any intention of investing in warrants beyond their current percentage
restrictions, the fundamental policies below are unnecessary and elimination of
these policies will help conform each Fund's policy to other Oppenheimer funds.
In addition, the elimination of each policy could increase that Fund's
flexibility when choosing investments in the future.

      Limited Term New York Municipal Fund is a tax-exempt fund that seeks to
provide income exempt from federal income tax and New York State and New York
City personal income tax by investing in investment-grade municipal securities.
The Fund has no intention of investing in common stocks, preferred stocks,
warrants or other equity securities, nor would it be able to achieve its
investment objective by investing in equity securities.  Therefore, the
fundamental policy below is unnecessary and elimination of the fundamental
policy will help conform the Fund's policy to other Oppenheimer funds.

      The portfolio managers would still have to comply with any other
investment percentage restriction applicable to the Fund, whether fundamental or
non-fundamental.  Therefore, elimination of these policies is unlikely to affect
management of the Funds and is not expected to materially increase the risk of
an investment in the Funds.

      The fundamental investment policies proposed to be eliminated by the Funds
named below are set forth below.











 ---------------------------------------------------------------------------

             Fund           Current Fundamental Policy
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Convertible     Securities The Fund may not invest in warrants in amounts
 Fund                       in excess of 15% of the value of its net
                            assets. The valuation of warrants for the
                            purpose of that limitation shall be determined
                            at the lower of cost or market value. Warrants
                            acquired by the Fund as part of a unit or
                            attached to securities at the time of purchase
                            do not count against that percentage
                            limitation. Not more than 5% of the Fund's net
                            assets may be invested in warrants that are
                            not listed on The New York Stock Exchange or
                            The American Stock Exchange.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Limited   Term   New  York The Fund cannot invest in common stocks,
 Municipal Fund             preferred stocks, warrants or other equity
                            securities.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest   Opportunity  Value The Fund cannot purchase warrants that would
 Fund                       cause more than 5% of the Fund's total assets
                            to be invested in warrants, or more than 2% of
                            its total assets to be invested in warrants
                            that are not listed on The New York Stock
                            Exchange or The American Stock Exchange.
 ---------------------------------------------------------------------------

Proposal 2o:  Eliminate the Policy on Investing to Exercise Control.

      Certain Funds are currently subject to a fundamental investment policy
prohibiting them from investing in portfolio companies for the purpose of
exercising control.  It is proposed that the current fundamental investment
policy be eliminated.  Although these Funds have no intention of investing for
the purpose of exercising control of a company, the existing policy is
unnecessary and may reduce possible investment opportunities as well as
undermine the ability of the Funds to realize the full value of portfolio
investments under certain circumstances.

      Elimination of this fundamental investment policy is not expected to have
a significant impact on any Fund's investment practices or management because
the Funds have no intention of investing in companies for the purpose of
obtaining or exercising management or control.  This policy was originally
adopted to address then-existing state requirements in connection with the
registration of shares of the Funds for sale in a particular state or states. As
a result of NSMIA, the state restriction no longer applies to the Funds.

      In addition, the existing policy may unnecessarily restrict the investment
flexibility of the Funds because the Funds might be considered to be investing
for control if they purchase a large percentage of the securities of a single
issuer for investment purposes.  The existing policy also may undermine a Fund's
ability to realize the full value of portfolio investments under certain
circumstances.  For example, if an issuer in which one of the Funds has invested
subsequently seeks to reorganize under the protection of the bankruptcy laws, it
may be in the Fund's best interest to be represented on the creditors' committee
appointed during the bankruptcy proceedings.  The existing policy may prevent
the Funds from securing representation on that committee.

      The Trustees therefore recommend that shareholders approve elimination of
this fundamental investment policy in order to increase each Fund's flexibility
when choosing investments and investment strategies in the future. As noted
above, elimination of this fundamental policy is unlikely to affect management
of the Funds and is not expected to materially increase the risk of an
investment in any Fund.

      The Funds' current fundamental investment policies are set forth below.












 ---------------------------------------------------------------------------

                 Fund               Current Fundamental Policy
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------

 Quest Balanced Fund.               The Fund cannot invest for the purpose
 Quest Opportunity Value Fund       of exercising control or management of
 Small- & Mid- Cap Value Fund       any company.

 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Capital Value Fund           The Fund cannot invest for the purpose
                                    of exercising control over management
                                    of any company.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest International Value Fund     The Fund cannot invest in companies
                                    for the purpose of acquiring control
                                    or management of those companies.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Quest Value Fund                   The Fund cannot invest in companies
                                    for the primary purpose of acquiring
                                    control or management of those
                                    companies. However, the Fund may
                                    invest all of its investable assets in
                                    an open-end management investment
                                    company with substantially the same
                                    investment objective and restrictions
                                    as the Fund.
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
 Rochester Fund Municipals          The Fund cannot invest in companies
 Limited Term New York Municipal    for the purpose of exercising control
 Fund                               or management.
 ---------------------------------------------------------------------------



                    THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
                 THAT YOU APPROVE EACH SUB-PROPOSAL DESCRIBED ABOVE


                         INFORMATION REGARDING THE FUNDS

      As of the close of business on the Record Date (September 14, 2005), each
Fund had the following numbers of shares outstanding.  Each share 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 vote).


-----------------------------------------------------------------------
Fund                                              Shares Outstanding
                                                 as of September 14,
                                                         2005
                                                    (All Classes)
-----------------------------------------------------------------------
-----------------------------------------------------------------------

Convertible Securities Fund                             36,318,706.919

-----------------------------------------------------------------------
-----------------------------------------------------------------------

Limited Term New York Municipal Fund                 1,181,124,828.461

-----------------------------------------------------------------------
-----------------------------------------------------------------------

MidCap Fund                                             66,636,143.386

-----------------------------------------------------------------------
-----------------------------------------------------------------------

Quest Balanced Fund                                    412,804,125.211

-----------------------------------------------------------------------
-----------------------------------------------------------------------

Quest Capital Value Fund                                17,787,244.151

-----------------------------------------------------------------------
-----------------------------------------------------------------------

Quest International Value Fund                          25,837,592.355

-----------------------------------------------------------------------
-----------------------------------------------------------------------

Quest Opportunity Value Fund                            57,880,015.339

-----------------------------------------------------------------------
-----------------------------------------------------------------------

Quest Value Fund                                        43,057,017.320

-----------------------------------------------------------------------
-----------------------------------------------------------------------

Rochester Fund Municipals                              398,730,789.844

-----------------------------------------------------------------------
-----------------------------------------------------------------------

Small- & Mid-Cap Value Fund                             56,245,259.643

-----------------------------------------------------------------------

      Beneficial Owners. Occasionally, the number of shares of a Fund held in
"street name" accounts of various securities dealers for the benefit of their
clients as well as the number of shares held by other shareholders of record may
exceed 5% of the total shares outstanding.  As of the Record Date, to the best
of the knowledge of each Fund, the following shareholders owned of record or
beneficially owned 5% or more of any class the outstanding voting shares of such
Fund:

Convertible Securities Fund


      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 17,133.524 Class N
      shares (representing approximately 9.13% of the Class N shares then
      outstanding).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 2,036,289.430 Class A
      shares (representing approximately 10.13% of the Class A shares then
      outstanding).

      Citigroup Global Markets Inc, 7th Floor 333 West 34th Street, New York, NY
      10001-2483, which owned 1,117,207.713 Class A shares (representing
      approximately 5.56% of the Fund's then outstanding Class A shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 833,227.607 Class B
      shares (representing approximately 17.44% of the Class B shares then
      outstanding).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 1,065,226.852 Class C
      shares (representing approximately 21.40% of the Class C shares then
      outstanding).

      Citigroup Global Markets Inc, 7th Floor 333 West 34th Street, New York, NY
      10001-2483, which owned 289,714.834 Class C shares (representing
      approximately 5.82% of the Fund's then outstanding Class C shares).


Limited Term New York Municipal Fund


      Citigroup Global Markets Inc, 7th Floor 333 West 34th Street, New York, NY
      10001-2483, which owned 92,115,690.735 Class A shares (representing
      approximately 12.58% of the Fund's then outstanding Class A shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 73,632,197.440 Class A
      shares (representing approximately 10.06% of the Class A shares then
      outstanding).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 13,422,599.189 Class B
      shares (representing approximately 11.55% of the Class B shares then
      outstanding).

      Citigroup Global Markets Inc, 7th Floor 333 West 34th Street, New York, NY
      10001-2483, which owned 10,534,463.023 Class B shares (representing
      approximately 9.07% of the Fund's then outstanding Class B shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 99,172,472.098 Class C
      shares (representing approximately 29.77% of the Class C shares then
      outstanding).

      Citigroup Global Markets Inc, 7th Floor 333 West 34th Street, New York, NY
      10001-2483, which owned 39,426,119.098 Class C shares (representing
      approximately 11.83% of the Fund's then outstanding Class C shares).


MidCap Fund


      Mass Mutual Life Insurance Co., Separate Investment Account, 1295 State
      Street, Springfield, MA 01111-0001, which owned 1,162,827.592 Class Y
      shares (representing approximately 60.39% of the Fund's then outstanding
      Class Y shares).

      Massachusetts Mutual Life Insurance Company, 1295 State Street,
      Springfield, MA 02117-9130, which owned 279,425.696 Class Y shares
      (representing approximately 14.51% of the Fund's then outstanding Class Y
      shares).

      Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA
      02117-9130, which owned 276,438.515 Class Y shares (representing
      approximately 14.35% of the Class Y shares then outstanding).

      OFI Trust Company TR, OppenheimerFunds, Inc. Deferred Compensation Plan,
      255 Liberty Street, Floor 11, New York, NY 10281-1024, which owed
      196,857.934 Class Y shares (representing approximately 10.22% of the
      Fund's then outstanding Class Y shares).


Quest Balanced Fund


      Charles Schwab & Co., Inc., Special Custody Account for the Exclusive
      Benefit of Customers, 101 Montgomery Street, San Francisco, CA 94104-4122,
      which owned 13,231,673.134 Class A shares (representing approximately
      7.11% of the Fund's then outstanding Class A shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 11,581,836.800 Class A
      shares (6.22% of the Class A shares then outstanding).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 17,994,012.564 Class B
      shares (representing approximately 13.83% of the Class B shares then
      outstanding).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 10,378,942.104 Class C
      shares (representing approximately 14.94% of the Class C shares then
      outstanding).

      Citigroup Global Markets Inc, 7th Floor 333 West 34th Street, New York, NY
      10001-2483, which owned 4,364,691.890 Class C shares (representing
      approximately 6.28% of the Fund's then outstanding Class C shares).

      Mass Mutual Life Insurance Co., Separate Investment Account, 1295 State
      Street, Springfield, MA 01111-0001, which owned 7,423,395.877 Class Y
      shares (representing approximately 49.49% of the Fund's then outstanding
      Class Y shares).

      Vanguard Fiduciary Trust Co., PO Box 2600, Valley Forge, PA 19482-2600,
      which owned 4,047,716.026 Class Y shares (representing approximately
      26.98% of the Fund's then outstanding Class Y shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 2,053,595.172 Class Y
      shares (representing approximately 13.69% of the Class Y shares then
      outstanding).

      Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA
      02117-9130, which owned 1,390,832.692 Class Y shares (representing
      approximately 9.27% of the Class Y shares then outstanding).

Quest Capital Value Fund, Inc.

      Citigroup Global Markets Inc, 7th Floor 333 West 34th Street, New York, NY
      10001-2483, which owned 920,545.532 Class A shares (representing
      approximately 7.46% of the Fund's then outstanding Class A shares).

      GE Financial Trust Co., FBO Omnibus/GE PVT Asset Mgmt, 3200 North Central
      Ave., #MS612, Phoenix, AZ 85012-2425, which owned 809,517.558 Class A
      shares (representing approximately 6.56% of the Fund's then outstanding
      Class A shares).

      Fidelity Investments, Institutional Operations Co., Inc., Certain Employee
      Benefit Plans, 100 Magellan Way, # KW1C, Covington, KY 41015-1987, which
      owned 715,106.573 (representing approximately 5.80% of the Fund's then
      outstanding Class A shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 108,871.491 Class C
      shares (representing approximately 5.78% of the Fund's then outstanding
      Class C).




Quest International Value Fund


      Unified Fund Services, Inc.431 North Pennsylvania Street, Indianapolis, IN
      46204-1806, which owned 1,835,024.854 class A shares (representing
      approximately 9.53% of the Fund's then outstanding Class A shares).

      Charles Schwab & Co., Inc., Special Custody Account for the Exclusive
      Benefit of Customers, 101 Montgomery Street, San Francisco, CA 94104-4122,
      which owned 1,264,842.994 Class A shares (representing approximately 6.57%
      of the Fund's then outstanding Class A shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 301,767.665 Class C
      shares (representing approximately 9.82% of the Fund's then outstanding
      Class C).


Quest Opportunity Value Fund


      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 346,661.478 Class C
      shares (representing approximately 6.11% of the Fund's then outstanding
      Class C).

      RPSS TR, Peco Foods, Inc., 401(k) Plan, PO Box 1760, Tuscaloosa, AL
      35403-1760, which owned 61,369.290 Class N shares (representing
      approximately 7.60% of the Fund's then outstanding Class N shares).

      Mass Mutual Life Insurance Co., Separate Investment Account, 1295 State
      Street, Springfield, MA 01111-0001, which owned 744,786.874 Class Y shares
      (representing approximately 86.45% of the Fund's then outstanding Class Y
      shares).

      Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA
      02117-9130, which owned 116,713.250 Class Y shares (representing
      approximately 13.54% of the Fund's Class Y shares then outstanding).


Quest Value Fund


      Mass Mutual Life Insurance Co., Separate Investment Account, 1295 State
      Street, Springfield, MA 01111-0001, which owned 1,323,598.864 Class N
      shares (representing approximately 89.78% of the Fund's then outstanding
      Class N shares).

      Taynik & Co., C/O Investors Bank & Trust,  PO Box 9130, Boston, MA
      02117-9130, which owned 137,211.954 Class N shares (representing
      approximately 9.30% of the Fund's then outstanding Class N Shares).


Rochester Fund Municipals


      Citigroup Global Markets Inc, 7th Floor 333 West 34th Street, New York, NY
      10001-2483, which owned 45,762,497.211 Class A shares (representing
      approximately 14.82% of the Fund's then outstanding Class A shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 19,731,501.139 Class A
      shares (representing approximately 6.39% of the Fund's then outstanding
      Class A shares).

      Citigroup Global Markets Inc, 7th Floor 333 West 34th Street, New York, NY
      10001-2483, which owned 5,410,172.219 Class B shares (representing
      approximately 10.07% of the Fund's then outstanding Class B shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 5,562,048.549 Class B
      shares (representing approximately 8.49% of the Fund's then outstanding
      Class B shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 5,723,686.077 Class C
      shares (representing approximately 16.03% of the Fund's then outstanding
      Class C shares).

      Citigroup Global Markets Inc, 7th Floor 333 West 34th Street, New York, NY
      10001-2483, which owned 4,824,435.857 Class C shares (representing
      approximately 13.51% of the Fund's then outstanding Class C shares).

      Roger W. Kirby Trustee, UW Gwendoline Hoguet Trust, FBO Geoffrey R.
      Hoguet, 580 Park Avenue, New York, NY 10021-7313, which owned 379,138.094
      Class Y shares (representing approximately 67.62% of the Fund's then
      outstanding Class Y shares).

      Elizabeth N. Hoguet, 238 McLain Street, Mount Kisco, NY 10549-4931, which
      owned 75,682.083 Class Y shares (representing approximately 13.49% of the
      Fund's then outstanding Class Y shares).

      First & Co., CO Alliance Bank NA, 160 Main Street, Oneida, NY 13421-1629,
      which owned 65,046.399 Class Y shares (representing approximately 11.60%
      of the Fund's then outstanding Class Y shares).

      Charles Schwab & Co., Inc., Special Custody Account for the Exclusive
      Benefit of Customers, 101 Montgomery Street, San Francisco, CA 94104-4122,
      which owned 40,721.990 Class Y shares (representing approximately 7.26% of
      the Fund's then outstanding Class Y shares).


Small- & Mid-Cap Value Fund


      Charles Schwab & Co., Inc., Special Custody account for the Exclusive
      Benefit of Customers, 101 Montgomery Street, San Francisco, CA 94104-4122,
      which owned 5,390,920.106 Class A shares (representing approximately
      14.99% of the Fund's then outstanding Class A shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 2,435,446.598 Class A
      shares (representing approximately 6.77% of the Fund's then outstanding
      Class A shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 541,181.653 Class B
      shares (representing approximately 6.19% of the Fund's then outstanding
      Class B shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 1,762,856.923 Class C
      shares (representing approximately 20.22% of the Fund's then outstanding
      Class C shares).

      MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East,
      Floor 3, Jacksonville, FL  32246-6484, which owned 369,793.231 Class N
      shares (representing approximately 12.95% of the Fund's then outstanding
      Class N shares).

      Hartford Life Insurance Co., PO Box 2999, Hartford, CT 06104-2999, which
      owned 185,906.692 Class N shares, (representing approximately 6.51% of the
      Fund's then outstanding Class N shares).


      The Manager, Distributor, and Transfer Agent.  Subject to the authority of
the Board, the Manager is responsible for the day-to-day management of the
Funds' business pursuant to its investment advisory agreement with each Fund.

      OppenheimerFunds Distributor, Inc. (the "Distributor"), a wholly owned
subsidiary of the Manager, is the general distributor of the Funds' shares.  The
Manager and the Distributor are located at Two World Financial Center, 225
Liberty Street, 11th Floor, New York, NY 10281-1008.  OppenheimerFunds Services,
a division of the Manager, located at 6803 South Tucson Way, Centennial, CO
80112, serves as the transfer and shareholder servicing agent (the "Transfer
Agent") for the Funds.

      The Manager (including affiliates and subsidiaries) managed assets of more
than $180 billion as of June 30, 2005, including more than 80 funds with more
than seven 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 and OAC are located at Two World Financial Center, 225 Liberty Street,
New York, NY 10281-1008.  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.

      The common stock of OAC is divided into three classes. At December 31,
2004, MassMutual held (i) all of the 21,600,000 shares of Class A voting stock,
(ii) 12,642,025 shares of Class B voting stock, and (iii) 21,178,801 shares of
Class C non-voting stock in OAC. This collectively represented 96.808% of the
outstanding common stock and 97.889% of the voting power of OAC as of that date.
Certain officers and/or directors of the Manager held (i) 366,486 shares of the
Class B voting stock, representing 0.64% of the outstanding common stock and
1.5% of the voting power, (ii) 183,039 shares of Class C non-voting stock, and
(iii) options acquired without cash payment which, when they become exercisable,
allow the holders to purchase up to 10,641,501 shares of Class C non-voting
stock. That group includes persons who serve as officers of the Funds and John
V. Murphy, who serves as an officer of the Funds and is being nominated as a
Trustee for each Fund.

      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,
among other things, the revenue, income, working capital, and excess cash 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.

      The names and principal occupations of the executive officers and
directors of the Manager are as follows: John V. Murphy, Chairman, President,
Chief Executive Officer and a director; Michael Baldwin, Executive Vice
President; Kurt Wolfgruber, Executive Vice President, Chief Investment Officer
and a director; Robert G. Zack, Executive Vice President and General Counsel;
Craig Dinsell and James Ruff, Executive Vice Presidents; Brian W. Wixted, Senior
Vice President and Treasurer; Mark Vandehey, Senior Vice President and Chief
Compliance Officer, and Bruce Dunbar, George Evans, Ronald H. Fielding, John
Forrest, Phillip S. Gillespie, Robert B. Grill, Steve Ilnitzki, Lynn Oberist
Keeshan, Thomas W. Keffer, Martin S.Korn, Chris Leavy, Angelo Manioudakis,
Charles McKenzie, Andrew J. Mika, Nikolaos D. Monoyios, David Pfeffer, David
Poiesz, David Robertson, Keith Spencer, Arthur Steinmetz, John Stoma, Martin
Telles, Jerry A. Webman, Diederick Werdmolder, William L. Wilby, Donna Winn,
Philip Witkower, Carol Wolf and Arthur J. Zimmer, Senior Vice Presidents. These
officers are located at one of the four offices of the Manager: Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, NY 10281-1008; 6803
South Tucson Way, Centennial, CO 80112; 350 Linden Oaks, Rochester, NY
14625-2807; or 10 St. James Avenue, Boston, MA 02116.

                       MORE ON PROXY VOTING AND THE MEETING

General information about Proxy Voting


Solicitation of Proxies.  The cost of preparing, printing and mailing the proxy
ballot, notice of meeting, and this Proxy Statement and all other costs incurred
with the solicitation of proxies, including any additional solicitation by
letter, telephone or otherwise, will be borne by Funds and allocated among the
Funds on the basis of relative net assets.  In addition to solicitations by
mail, officers of the Fund or officers and employees of the Transfer Agent,
without extra compensation, may conduct additional solicitations personally, by
telephone or by any other electronic means available.

      Proxies also may be solicited by a proxy solicitation firm hired at the
Funds' expense to assist in the solicitation of proxies.  It is estimated the
cost of engaging a proxy solicitation firm may be approximately $2.7 million.
Brokers, banks and other fiduciaries may be required to forward soliciting
material to their principals on behalf of the Funds and to obtain authorization
for the execution of proxies.  For those services, they will reimbursed by the
Funds for their expenses to the extent the Funds would have directly borne those
expenses.

      Currently, if any Fund determines to retain the services of a proxy
solicitation firm, the Fund anticipates retaining Computershare Fund Services.
Any proxy solicitation firm engaged by a Fund, among other things, will be: (i)
required to maintain the confidentiality of all shareholder information; (ii)
prohibited from selling or otherwise disclosing shareholder information to any
third party; and (iii) required to comply with applicable telemarketing laws.

      If a Fund does engage a proxy solicitation firm, as the Special Meeting
date approaches, certain shareholders may receive telephone calls from a
representative of the solicitation firm if their vote has not yet been
received.  Authorization to permit the solicitation firm to execute proxies may
be obtained by telephonic instructions from shareholders of the Funds.  Proxies
that are obtained telephonically will be recorded in accordance with the
procedures set forth below.  These procedures have been designed to reasonably
ensure that the identity of the shareholder providing voting instructions is
accurately determined and that the voting instructions of the shareholder are
accurately recorded.


      In all cases where a telephonic proxy is solicited, the solicitation firm
representative is required to ask for each shareholder's full name, address,
title (if the shareholder is authorized to act on behalf of an entity, such as a
corporation) and to confirm that the shareholder has received the Proxy
Statement and ballot in the mail.  If the information solicited agrees with the
information provided to the solicitation firm, the solicitation firm
representative has the responsibility to explain the process, read the proposals
listed on the proxy ballot, and ask for the shareholder's instructions on such
proposals.  The solicitation firm representative, although he or she is
permitted to answer questions about the process, is not permitted to recommend
to the shareholder how to vote.  The solicitation firm representative may read
any recommendation set forth in the Proxy Statement.  The solicitation firm
representative will record the shareholder's instructions.  Within 72 hours, the
shareholder will be sent a confirmation of his or her vote asking the
shareholder to call the solicitation firm immediately if his or her instructions
are not correctly reflected in the confirmation.

      If a shareholder wishes to participate in the Meeting, but does not wish
to give his or her proxy telephonically, the shareholder may still submit the
proxy ballot originally sent with the Proxy Statement in the postage paid
envelope provided, via the internet or attend in person.  Should shareholders
require additional information regarding the proxy ballot or a replacement proxy
ballot, they may contact us toll-free at 1-800-225-5677 (1-800-CALL-OPP).  Any
proxy given by a shareholder, whether in writing, by telephone or via the
internet, is revocable as described below under the paragraph titled "Revoking a
Proxy."

      Please take a few moments to complete your proxy ballot promptly. You may
vote your shares by completing and signing the enclosed proxy ballot(s) and
mailing the proxy ballot in the postage paid envelope provided.  You also may
vote your shares by telephone or via the internet by following the instructions
on the attached proxy ballot(s) and accompanying materials.  You also may cast
your vote by attending the Meeting in person if you are a record owner.

Telephone Voting.  The Funds have arranged to have votes recorded by telephone.
Please have the proxy ballot in hand and call the number on the enclosed
materials and follow the instructions.  After a shareholder provides his or her
voting instructions, those instructions are read back to the shareholder and the
shareholder must confirm his or her voting instructions before disconnecting the
telephone call.  The voting procedures used in connection with telephone voting
are designed to reasonably authenticate the identity of shareholders, to permit
shareholders to authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been properly recorded.

Internet Voting. You may also vote over the internet by following the
instructions in the enclosed materials.  You will be prompted to enter the
control number on the enclosed proxy ballot. Follow the instructions on the
screen, using your proxy ballot as a guide.

Voting By Broker-Dealers. Shares owned of record by a broker-dealer for the
benefit of its 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 by applicable
stock exchange rules) give or authorize the giving of a proxy, as record holder
of such shares, to vote such shares in connection with the proposals.
Beneficial owners of street account shares cannot vote at the meeting.  Only
record owners may vote at the meeting.

      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 (but not broker non-votes) will have the
same effect as a vote against the relevant proposal.

Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans.  Shares
held in OppenheimerFunds-sponsored retirement accounts for which votes are not
received as of the last business day before the Meeting Date, will be voted by
the trustee for such accounts in the same proportion as Shares for which voting
instructions from the Funds' other shareholders have been timely received.

Quorum.

Proposal 1:  Electing Trustees:

(a)   Shareholders of Quest Balanced Fund, Quest Opportunity Value Fund and
            Small- & Mid-Cap Value Fund will vote together.  The presence in
            person or by proxy of the holders of record of 50% of the three
            Funds' aggregate shares outstanding and entitled to vote constitutes
            a quorum.


      Shareholders of all other Funds will vote separately.  Except for MidCap
            Fund, the presence of a majority of each Fund's shares outstanding
            and entitled to vote constitutes a quorum.  For MidCap Fund, the
            presence in person or by proxy of the holders of record of one-third
            of the Fund's aggregate total shares outstanding and entitled to
            vote constitutes a quorum.


      Shares over which broker-dealers have discretionary voting power and
shares whose proxies reflect an abstention on the proposal are all counted as
shares present and entitled to vote for purposes of determining whether the
required quorum of shares exists for the proposal.

Proposal 2:  Changes to, or Elimination of, Fundamental Investment Policies.
Shareholders of each Fund will vote separately on each applicable sub-proposal
in Proposal 2.  The presence in person or by proxy of the holders of record of
more than 50% of each Fund's shares outstanding and entitled to vote constitutes
a quorum for the sub-proposals in Proposal 2.

      Shares that represent broker non-votes cannot be voted for any
sub-proposal and are not counted as shares present.  Shares whose proxies
reflect an abstention on any sub-proposal are counted as shares present and
entitled to vote for purposes of determining whether the required quorum of
shares exists for each sub-proposal.

Required Vote

Proposal 1:  Electing Trustees.


(a)   For Quest Balanced Fund, Quest Opportunity Value Fund and Small- & Mid-Cap
            Value Fund, persons nominated as Trustees must receive a majority of
            the aggregate outstanding shares of the three Funds.

(b)   For Convertible Securities Fund, Midcap Fund, Rochester Fund Municipals
            and Limited Term New York Municipal Fund, persons nominated as
            Trustees must receive a plurality of the votes cast, which means
            that the six (6) (or seven (7)) nominees receiving the highest
            number of affirmative votes for each Fund cast at the Meeting will
            be elected.

(c)   For Quest Capital Value Fund and Quest International Value Fund, persons
            nominated as Trustees must receive a majority of each respective
            Fund's outstanding shares.

(d)   For Quest Value Fund, persons nominated as Trustees must receive a
            majority of each respective Fund's votes cast at the meeting.


Proposal 2:  Changes to, or Elimination of, Fundamental Investment Policies.
Each sub-proposal item contained in Proposal 2 requires the approval of a
"majority of the outstanding voting securities" of each Fund voting separately.
A "majority of the outstanding voting securities" means the lesser of one more
than half of the number of shares that are issued and outstanding as of the
Record Date or 67% of the voting shares of the Fund present at the Special
Meeting if more than 50% of the voting shares of the Fund are present at the
Special Meeting in person or by proxy. Abstentions will have the effect of a
"no" vote of obtaining requisite approval for the sub-proposals in Proposal 2.

      In the event a quorum is not present or sufficient votes in favor of one
of the proposals set forth in the Notice of Meeting of Shareholders or is not
received by the date of the Meeting, the persons named in the enclosed proxy (or
their substitutes) may propose and approve one or more adjournments of the
Meeting to permit further solicitation of proxies.  All such adjournments will
require the affirmative vote of a majority of the shares present in person or by
proxy at the session of the Meeting to be adjourned.  The persons named as
proxies on the proxy ballots (or their substitutes) will vote the Shares present
in person or by proxy (including broker non-votes and abstentions) in favor of
such an adjournment if they determine additional solicitation is warranted and
in the interests of the Funds' shareholders.  A vote may be taken on a proposal
in this proxy statement prior to any such adjournment if a quorum is present,
sufficient votes for its approval have been received and it is otherwise
appropriate.

      How are votes counted? The individuals named as proxies on the proxy
ballots (or their substitutes) will vote according to your directions if your
proxy ballot is received and properly executed, or in accordance with the
instructions you provide if you vote by telephone, internet or mail.

      With respect to nominees for Trustees, you may direct the proxy holders to
vote your shares "FOR ALL" Trustees or "FOR ALL EXCEPT" certain Trustees for
whom you choose to withhold authority to vote, or you may direct the proxy
holders to "WITHHOLD AUTHORITY FOR ALL" Trustees, in each case by checking the
appropriate boxes.  With respect to each sub-proposal in Proposal 2, you may
direct the proxy holders to vote your shares on the sub-proposal by checking the
appropriate box "FOR" or "AGAINST", or instruct them not to vote those shares on
the sub-proposal by checking the "ABSTAIN" box.

      If you properly execute and return a proxy ballot but fail to indicate how
the votes should be cast, the proxy ballot will be voted in favor of the
election of each of the nominees named in this Proxy Statement for Trustee and
in favor of each sub-proposal in Proposal 2.

      Revoking a Proxy.  You may revoke a previously granted proxy at any time
before it is exercised by (1) delivering a written notice to the Fund expressly
revoking your proxy, (2) signing and forwarding to the Funds a later-dated
proxy, or (3) telephone or internet or (4) attending the Meeting and casting
your votes in person if you are a record owner. Granted proxies typically will
be voted at the final meeting, but may be voted at an adjourned meeting if
appropriate. Please be advised that the deadline for revoking your proxy by
telephone or the internet is 3:00 p.m., Eastern Time,  on the last business day
before the Meeting.

      Shareholder Proposals.  The Funds are not required and do not intend to
hold shareholder meetings on a regular basis.  Special meetings of shareholders
may be called from time to time by either a Fund or the shareholders (for
certain matters and under special conditions described in the Funds' Statements
of Additional Information).  Under the proxy rules of the SEC, shareholder
proposals that meet certain conditions may be included in a fund's proxy
statement for a particular meeting.  Those rules currently require that for
future meetings, the shareholder must be a record or beneficial owner of Fund
shares either (i) with a value of at least $2,000 or (ii) in an amount
representing at least 1% of the Fund's securities to be voted, 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 a Fund of any such proposal. Under those rules,
a proposal must have been submitted a reasonable time before the Fund began to
print and mail this Proxy Statement in order to be included in this Proxy
Statement.  A proposal submitted for inclusion in a Fund's proxy material for
the next special meeting after the meeting to which this Proxy Statement relates
must be received by the Fund a reasonable time before the Fund begins to print
and mail the proxy materials for that meeting. Notice of shareholder proposals
to be presented at the Meeting must have been received within a reasonable time
before the Fund began to mail this Proxy Statement.  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 because there are other requirements
under the proxy rules for such inclusion.

Shareholder Communications to the Board

      Shareholders who desire to communicate generally with the Board should
address their correspondence to the Board of Trustees of the applicable Fund and
may submit their correspondence by mail to the Fund at 6803 South Tucson Way,
Centennial, CO 80112, attention Secretary of the Fund; and if the correspondence
is intended for a particular Trustee, the shareholder should so indicate.

Reports to Shareholders and Financial Statements

      The Annual Report to Shareholders of each Fund, including financial
statements of the Fund, has previously been sent to shareholders.  Upon request,
each Fund's most recent annual and subsequent semi-annual report (if available)
is available at no cost.  To request a report, please call the Funds toll-free
at 1-800-CALL OPP (1-800-225-5677), or write to the Funds at OppenheimerFunds
Services, P.O. Box 5270, Denver, Colorado  80217-5270.

      To avoid sending duplicate copies of materials to households, the Funds
mail only one copy of each report to shareholders having the same last name and
address on the Funds' records.  The consolidation of these mailings, called
householding, benefits the Funds through reduced mailing expenses.

      If you want to receive multiple copies of these materials or request
householding in the future, you may call the transfer agent at 1.800.647.7374.
You may also notify the transfer agent in writing at 6803 South Tucson Way,
Centennial, Colorado 80112.  Individual copies of prospectuses and reports will
be sent to you within 30 days after the transfer agent receives your request to
stop householding.

      OTHER MATTERS

      The Trustees do not intend to bring any matters before the Meeting other
than the Proposals described in this Proxy Statement, and the Trustees and the
Manager are not aware of any other matters to be brought before the Meeting by
others.  Because 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 (or their substitutes) to vote the proxy
in accordance with their judgment on such matters.

By Order of the Board of Trustees/Directors


Robert G. Zack, Secretary
October 3, 2005









                                                                        APPENDIX A

                       AMENDED AND RESTATED CHARTER OF THE
                                 AUDIT COMMITTEE
                                      OF THE
                           Board III Oppenheimer Funds
                             (Adopted June 17, 2004)

      The Audit Committee shall assist the Boards of the "Board III Oppenheimer
funds" (each, a "Fund" and collectively, the "Funds") in connection with the
Boards' oversight of the integrity of each Fund's semi-annual and annual
financial statements, its compliance with legal and regulatory requirements, the
qualifications and independence of its independent auditors and the performance
of its independent auditors and the internal audit function. The Committee shall
oversee the accounting and financial reporting processes and audits of the
financial statements of the Funds, and shall assist the Boards of
Trustees/Directors of the Funds in carrying out other functions assigned to it
by the Boards.

      In carrying out its functions, the Committee shall have the following
responsibilities, functions and authority:

1.    The Committee shall be responsible for the appointment, subject, if
      applicable, to shareholder ratification, (or decision to terminate),
      compensation and oversight of the work of the independent certified public
      accountants and auditors of each Fund (the "Auditors") for the purpose of
      preparing or issuing audit reports or related work.  The Auditors shall
      report directly to the Committee.

1.01  As a condition on retaining the Auditors or continuing their engagement,
            the Committee shall require the Auditors to rotate the lead or
            concurring audit partner for a Fund at least every five fiscal years.

1.02  As a condition of engaging the Auditors or continuing their engagement,
            the Committee shall ascertain that the Fund's Chief Executive
            Officer, Controller (if any), Chief Financial Officer, Chief
            Accounting Officer (if any) or any person serving in an equivalent
            position was not employed by the Auditors and did not participate in
            any capacity on behalf of the Auditors in the audit of the Fund
            during the one-year preceding the date of the initiation of the
            audit for which the Auditors are engaged.

1.03  Upon the request of the Auditors or fund management, the Committee shall
            have the authority to pre-approve the performance by the Auditors of
            any non-audit service, including tax services, for a Fund, if such
            service is not a prohibited service under Section 201 of the
            Sarbanes-Oxley Act of 2002, and such pre-approval shall be required
            before any such service may be performed for a Fund.  The Committee
            shall timely advise the Chief Executive Officer and Chief Financial
            Officer of the Fund (or whoever shall be responsible for preparing
            and filing a Fund's reports under Section 13(a) of the Securities
            Exchange Act of 1934) of the approval of such non-audit service and
            shall direct that such service be disclosed in such reports.

2.    The Committee shall maintain a direct line of communication and meet with
      the Auditors for each Fund to review at least annually based upon
      information provided by the Auditors:

2.01  The scope of audits and audit reports;

2.02  The personnel, staffing, qualifications and experience of the Auditors;

2.03  The independence of the Auditors, including certification by the Auditors
            of their independence and assurances by the Auditors that they have
            not provided to such Fund any non-audit services that are prohibited
            by the Sarbanes-Oxley Act of 2002, including:

(a)   bookkeeping or other services related to the accounting records or
                  financial statements of the Fund;

(b)   financial information systems design and implementation;

(c)   appraisal or valuation services, fairness opinions or contribution-in-kind
                  reports;

(d)   actuarial services;

(e)   internal audit outsourcing services;

(f)   management functions or human resources;

(g)   broker or dealer, investment adviser, or investment banking services;

(h)   legal services or expert services unrelated to audit; and

(i)   any other service that the Public Company Accounting Oversight  Board
                  determines is impermissible.

      2.04  The Auditor's internal quality-control procedures and any material
            issues raised by the most recent internal quality-control review, or
            peer review, of the firm, or by any inquiry or investigation by
            governmental or professional authorities, within the preceding five
            years, respecting one or more independent audits carried out by the
            firm, and any steps taken to deal with any such issues;

      2.05  The compensation of the Auditors;

      2.06  The audited financial statements and other financial information
            submitted by the Auditors;

2.07  All material written communications between the officers of the Fund and
            officers of its investment manager, and the Auditors, including
            (without limitation) any management letters submitted by the
            Auditors in connection with audits of financial statements of such
            Fund and the responses of the Fund's management;

       All recommendations and comments submitted to the Boards of the Funds or
            the Committee by the Auditors, either written or verbal;

      2.09  All critical accounting policies and practices to be used; all
            alternative treatments of financial information within generally
            accepted accounting principles that have been discussed with
            management of a Fund, ramifications of the use of such alternative
            disclosures and treatments, and the treatment preferred by the
            Auditors; changes in accounting and auditing procedures, principals,
            practices, standards and reporting;

      2.10  Determination of areas of substantial risk in accurate reporting of
            financial results and operations of the Fund;


      2.11  Any problems or difficulties encountered in the course of the audit
            of the Fund, and management's response,


2.12  The qualifications of the principal financial officer of the Funds;

      2.13  Matters required to be discussed pursuant to Statement of Auditing
            Standards No. 61; and

      2.14  Tax matters affecting the Fund, including:

(a)   Compliance with the provisions of the Internal Revenue Code and
                  regulations, including annual reviews for such Fund concerning
                  qualification as a regulated investment company under the
                  Internal Revenue Code; and

(b)   Tax legislation and rulings.

3.    The Committee shall also receive and review reports and materials
      submitted by any certified public accounting or auditing firm concerning
      the following matters:


3.01  Reports concerning the policies, procedures, operating effectiveness and
            internal controls of the investment manager's Accounting Department,


3.02  Reports concerning portfolio accounting system software used by the
            investment manager and its Accounting Department's use and
            implementation thereof;

3.03  Reports concerning the internal controls and performance of the Funds'
            Transfer Agent under and compliance with shareholder servicing and
            transfer agency agreements which relate to Fund accounting matters
            or a Fund's financial statements; and

3.04  Reports and materials concerning the classes of shares of the Funds,
            including the Manager's operations and control policies and
            procedures, net asset value per share calculations, dividend and
            distribution determinations and allocations of income and expenses.

4.    The Committee shall also consider and review the following matters:

4.01  Reports from the Internal Auditing Department of the Funds' investment
            manager and the Committee shall from time to time meet with the
            investment manager's internal audit staff to discuss the reports;

4.02  Annual and semi-annual reports for the Funds, and the Committee shall from
            time to time meet with appropriate personnel of the investment
            manager's Accounting Department for this purpose;

4.03  Matters relating to a Fund's Custodian(s) that relate to audit issues;

      4.04  Valuation of portfolio investments, including determinations of fair
            value or the procedures for the determination of the fair value of
            any such investments as do not have a readily ascertainable market
            value;

      4.05  Reports concerning allocations of fidelity blanket bond and D&O/E&O
            insurance premiums and coverages;

      4.06  Reports concerning multi-peril property and casualty insurance;

      4.07  Reports concerning undistributed income and capital gains, and other
            items pertaining to Fund dividends and their accruals;

4.08  Review of periodic reports from each Fund's Chief Executive Officer and
            Chief Financial Officer (or any disclosure committee of the
            investment manager of the Fund or whoever is responsible for the
            preparation and filing of the Fund's periodic reports under the
            Securities Exchange Act of 1934) on disclosure controls and
            procedures required under Rules 13a-15 and 15d-15 (as they may be
            amended from time to time) of the Securities Exchange Act of 1934,
            and the evaluation of the effectiveness of the design and operation
            of such disclosure controls and procedures and the identification of
            significant changes thereto;

4.09  Reports from the investment manager concerning compliance with Fund
            policies as well as applicable regulations and laws;

4.10  Reports from the Chief Executive Officer and Chief Financial Officer of
            the Funds as to the certification of periodic reports filed under
            the Securities Exchange Act of 1934; and
      4.11  Any other matters referred to it by the Board or Chief Executive
            Officer of any Fund.

5.    The Committee shall recommend to the Board of each Fund whether its
      audited and semi-annual financial statements should be published and
      included in any filing with the Securities and Exchange Commission,
      including, without limitation, the annual report to shareholders required
      by Rule 30d-1 under the Investment Company Act of 1940 (the "1940 Act").

6.    The Committee shall evaluate and make recommendations regarding the
      compensation and expenses paid and other benefits provided by the Funds to
      the independent and interested Board members.

7.    The Committee shall select and nominate for approval by the Board nominees
      for new independent Board members.  The Committee may, but need not,
      consider the advice and recommendation of the Funds' investment manager
      and its affiliates in making the selection.

8.    The Committee shall render reports to the Boards with respect to the
      results of its reviews and its recommendations, if any.

9.    The Committee shall consider and make recommendations to the Board
      regarding adoption of fund governance policies and practices, including
      consideration of legal requirements and "best practices" recommended or
      adopted by investment company trade associations, auditing firms or other
      professional organizations.

10.   The Committee shall receive and review reports to be provided by the
      investment manager of the Funds, or the investment manager's affiliates,
      legal counsel, and/or auditors, disclosing in a timely manner any material
      impairment of the investment manager's ability to provide effective
      investment management, shareholder servicing, or distribution services to
      a Fund or the Funds, including without limitation any material financial
      impairment, material accounting irregularities, material adverse
      litigation or regulatory proceeding or investigation, or material adverse
      public relations matter affecting the investment manager, the general
      distributor, and/or the transfer agent and/or its or their key management
      personnel.

11.   The Committee shall establish and periodically review procedures for: (A)
      the receipt, retention and treatment of complaints received by the Funds
      regarding accounting, internal accounting controls, or auditing matters;
      and (B) the confidential, anonymous submission by employees of the Funds,
      investment manager, transfer agent, general distributor, or any other
      provider of accounting related services for the Funds of concerns
      regarding accounting or auditing matters related to the Funds.

12.   The Committee shall serve as the Fund's Qualified Legal Compliance
      Committee ("QLCC") pursuant to the Securities and Exchange Commission's
      "Standards of Professional Conduct for Attorneys Appearing and Practicing
      Before the Commission in the Representation of an Issuer" as set forth in
      17 CFR, Part 205.2 of Title 17, Chapter II of the Code of Federal
      Regulations ("SEC Attorney Reporting Regulations") and the Funds'
      compliance procedures implementing those standards for the attorneys who
      represent the Funds before the Securities and Exchange Commission ("Fund's
      Attorney Reporting Procedures").  The QLCC shall establish procedures for
      the confidential receipt, retention and consideration of any report of
      Evidence of a Material Violation" (as that term is defined in the SEC
      Attorney Reporting Regulations.

12.01 The QLCC shall have the authority and responsibility to (i) notify the
            Fund's Chief Legal Officer and Principal Executive Officer (or the
            equivalents thereof) of any Evidence of a Material Violation (ii) to
            determine if an investigation is warranted, and if so, to direct the
            Chief Legal Officer or Outside Counsel (as that term is defined in
            the Fund's Attorney Reporting Procedures) to conduct such an
            investigation, notify the Board of such investigation, and retain
            expert personnel; (iii) at the conclusion of the investigation, to
            recommend, by majority vote, that the Fund implement an appropriate
            response to Evidence of a Material Violation, and inform the Chief
            Legal Officer, Principal Executive Officer (or the equivalents
            thereof) and the Board of the result of the investigation and
            appropriate remedial measures.

12.02 The QLCC shall have the authority and responsibility, acting by majority
            vote, to take "all other appropriate action," including the
            authority to notify the Securities and Exchange Commission of the
            Fund's failure to take appropriate action.

13.   The Committee shall meet upon the call of the Chairman and the Committee
      may set its agendas and the places and times of Committee meetings.  The
      Committee may request reports and other information from the Funds'
      investment manager, general distributor, and Transfer Agent and may
      request officers and personnel of such entities to meet with the Committee
      from time to time.  The Committee shall periodically meet, assisted at its
      discretion by outside legal counsel or other advisors, alone and outside
      the presence of personnel of such entities, and separately with the
      Auditors or with internal auditors.  The Committee may employ and meet
      with any experts and other persons as it deems necessary to perform its
      functions.  The Committee shall keep minutes and records of its meetings
      and shall report to the Board.

14.   The Committee shall be composed of at least three members, all of whom are
      independent Board members (those who are not "interested persons" of the
      Fund as defined by section 2(a)(19) of the 1940 Act).

15.   The Board shall determine whether any of the Audit Committee's members is
      a "financial expert" (as defined by the Securities and Exchange Commission
      pursuant to the Sarbanes-Oxley Act of 2002).

16.   Committee members shall not accept any consulting, advisory or other
      compensatory fee from a Fund except in their capacity as a member of the
      Committee, the Board of Trustees/Directors, or any other committee of the
      Board.

17.   The term of the Chairman of the Committee shall be one year.  The Chairman
      and the Members of the Committee shall be appointed by the Chairman of the
      Board of the Funds, provided that the Chairman of the Board of the Funds
      is an independent Board member, otherwise by the full Board.

18.   The Committee shall have the authority to engage independent legal counsel
      (which may be the same counsel as counsel to the independent
      Trustees/Directors of the Board) and other advisers as it deems necessary
      to carry out its duties.

19.   The Committee shall evaluate and make recommendations to the Board
      regarding any retirement plan, deferred compensation plan and other
      benefits provided by the Fund to independent and interested Board Members.

20.   The Committee shall review this Charter and its own performance annually
      and recommend to the Boards any changes to the Charter that the Committee
      deems appropriate. This Charter may be amended or modified from time to
      time by the Board of any Fund with respect to that Fund.

                              Amended and approved by the Boards of the Board
                              III Oppenheimer Funds on June 17, 2004


                              /s/ Robert G. Zack

                              Robert G. Zack, Secretary of the Funds

PROXY
CARD
OPPENHEIMER
FUNDS
PROXY CARD
              PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
                        TO BE HELD ON DECEMBER 5, 2005

The  undersigned,  revoking  prior  proxies,  hereby  appoints  Brian  Wixted,
Philip  Vottiero,  and Kathleen Ives,  and each of them, as  attorneys-in-fact
and  proxies  of the  undersigned,  with full power of  substitution,  to vote
shares  held in the name of the  undersigned  on the record  date at the Joint
Special  Meeting  of  Shareholders  to be  held  at  6803  South  Tucson  Way,
Centennial,  Colorado,  80112,  on  December  5, 2005,  at 1:00 P.M.  Mountain
time,  or at any  adjournment  thereof,  upon the  proposal  described  in the
Notice of Meeting and accompanying  Proxy Statement,  which have been received
by the undersigned.

This   proxy   is    solicited   on   behalf   of   each   Fund's   Board   of
Trustees/Directors,  and the  proposals  (set forth on this  proxy  card) have
been proposed by the Board of Trustees/Directors.

When  properly  executed,  this proxy will be voted as  indicated or "FOR" the
proposals  if no choice is  indicated.  The proxy will be voted in  accordance
with the proxy  holders'  best judgment as to any other matters that may arise
at the Meeting.

                                                      VOTE VIA THE INTERNET:
                                                      https://vote.proxy-direct.com
                                                      VOTE VIA THE TELEPHONE:
                                                      1-866-241-6192
                                                      999  9999  9999  999



















FUNDS                  FUNDS                   FUNDS                FUNDS
Convertible Securities  Limited Term NY Municipal                   MidCap
Quest Balanced
Quest Capital Value    Quest International Value                    Quest
Opportunity Value      Quest Value
Rochester Municipals   Small & Mid Cap Value


PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS.  Example:





1.    To elect a Board of Trustees for all Funds except Convertible
      Securities, Limited Term NY
  Municipal and Rochester Municipals

01  Paul Y. Clinton    02  Thomas W. Courtney03  Robert G. Galli
04  Lacy B. Herman     05  John W. Murphy    06  Brian F. Wruble

If you wish to  withhold  authority  to vote your  shares  "FOR" a  particular
nominee,  mark the "FOR ALL EXCEPT" box and write the  nominee's  number(s) on
the line provided.  Your shares will be voted "FOR" any remaining nominee(s).



1.    To elect a Board of Trustees for only Convertible Securities, Limited
      Term NY Municipal and
  Rochester Municipals

07  John Cannon        08  Paul Y. Clinton   09  Thomas W. Courtney
10  Robert G. Galli    11  Lacy B. Herrmann  12  John W. Murphy
13  Brian F. Wruble

If you wish to  withhold  authority  to vote your  shares  "FOR" a  particular
nominee,  mark the "FOR ALL EXCEPT" box and write the  nominee's  number(s) on
the line provided.  Your shares will be voted "FOR" any remaining nominee(s).


2.  To  approve  changes  in,  or  the   elimination   of,  certain   fundamental
investment policies of the Funds
2.a. To approve changes to the Funds' policies on Borrowing

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Limited Term NY Municipal     Quest Balanced
Quest Capital Value           Quest International Value     Quest Opportunity
Value
Quest Value                   Rochester Municipals          Small & Mid Cap
Value

2.b. To  approve  changes  to the  Funds'  policies  regarding  Concentration  of
Investments

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Limited Term NY Municipal     MidCap
Quest Balanced                Quest Capital Value           Quest International
Value
Quest Opportunity Value       Quest Value                   Rochester Municipals
Small & Mid Cap Value


2.c. To amend the Funds' policies on Diversification of Investments.

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Limited Term NY Municipal     MidCap
Quest Balanced                Quest Capital Value           Quest International
Value
Quest Opportunity Value       Quest Value                   Rochester Municipals
Small & Mid Cap Value

2.d. To eliminate the Funds' policies on Put and Call options.

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Limited Term NY Municipal     Quest Value

2.e. To eliminate  the Funds'  policies on Investment in issuers whose shares are
owned by the Funds' Trustees or Officers.

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Limited Term NY Municipal     Quest Balanced
Quest Capital Value           Quest International Value     Quest Opportunity
Value
Quest Value                   Rochester Municipals          Small & Mid Cap
Value

2.f. To reclassify as non-fundamental the Funds' policies on Investing in Other
Investment Companies.

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Quest International Value     Quest Value

2.g. To approve changes to the Funds' policies on Lending.

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Limited Term NY Municipal     MidCap
Quest Balanced                Quest Capital Value           Quest International
Value
Quest Opportunity Value       Quest Value                   Rochester Municipals
Small & Mid Cap Value

2.h. To eliminate the Funds' policies on Margin and Short Sales.

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Limited Term NY Municipal     Rochester Municipals

2.i. To eliminate the Funds' policies on Pledging, Mortgaging or Hypothecating
of Assets.

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Limited Term NY Municipal     Quest Balanced                Quest Capital Value
Quest International Value     Quest Opportunity Value       Quest Value
Rochester Municipals          Small & Mid Cap Value

2.j. To amend the Funds' policies on Real Estate and Commodities.

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Limited Term NY Municipal     MidCap
Quest Balanced                Quest Capital Value           Quest International
Value
Quest Opportunity Value       Quest Value                   Rochester Municipals
Small & Mid Cap Value

2.k. To amend the Funds' policies on Senior Securities.

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Limited Term NY Municipal     MidCap
Quest Balanced                Quest Capital Value           Quest International
Value
Quest Opportunity Value       Quest Value                   Rochester Municipals
Small & Mid Cap Value

2.l. To amend the Funds' policies on Underwriting.

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Limited Term NY Municipal     MidCap
Quest Balanced                Quest Capital Value           Quest International
Value
Quest Opportunity Value       Quest Value                   Rochester Municipals
Small & Mid Cap Value

2.m. To eliminate the Funds' policies on Investments in Unseasoned Issuers.

                                              FOR    AGAINST  ABSTAIN
 Convertible Securities

2.n. To eliminate the Funds' policies on miscellaneous Investment Restrictions
(Warrants and other Equity Securities).

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Convertible Securities        Limited Term NY Municipal     Quest Opportunity
Value

2.o. To eliminate the Funds' policies on Investing to Exercise Control.

                                              FOR    AGAINST  ABSTAIN
FOR    AGAINST  ABSTAIN                      FOR    AGAINST  ABSTAIN
Limited Term NY Municipal     Quest Balanced                Quest Capital Value
Quest International Value     Quest Opportunity Value       Quest Value
Rochester Municipals          Small & Mid Cap Value