<PAGE>
Dear Shareholder,
We are pleased to welcome you as a shareholder of the Quest for Value
Officers Fund. The Fund seeks capital appreciation primarily through investment
in equity securities of companies with market capitalizations between $500
million and $5 billion.
From its inception on November 8, 1994 to April 30, 1995, the Fund's total
return was 11.0%. This compared very favorably to the 8.2% total return of the
Standard & Poor's 400 Midcap Index.
As of April 30, 1995, the Fund was approximately 76% invested in the common
stock of 14 different companies. The balance of the Fund was invested in
short-term government agency and corporate notes. The equity positions ranged in
size from 9.1% down to 3.3% of the Fund's net assets. The five largest equity
positions were EXEL, Ltd., a strongly capitalized specialty insurance company,
Progressive Corporation, Ohio, a property casualty insurer, North American
Mortgage Company and Countrywide Credit Industries, Inc., leading mortgage
companies, and Triton Energy Corp., an oil and gas production company.
One of the Fund's core holdings is Progressive Corporation, Ohio, with
market capitalization of about $2.9 billion. Progressive provides personal
automobile insurance and other specialty property-casualty insurance and related
services sold primarily through insurance agents in the United States and
Canada. Of the estimated $119 billion in industry premiums in 1994,
Progressive's share was 2.0%. Progressive's auto insurance operation is a very
strong business, with extraordinary levels of profitability and growth. Over the
past ten years, the company has generated a 25.8% annual return on equity,
including a 27.4% return in 1994. These returns derive from consistently
favorable underwriting profit margins -- 6.8% over the past ten years, versus a
5.6% underwriting loss for the combined personal auto industry. Progressive's
underwriting profit margin in 1994, at 7.3%, was actually above the company's
ten-year average. While maintaining and even improving its profitability,
Progressive has grown rapidly, capturing market share. Over the past ten years,
premium growth of Progressive's core auto division has averaged 23.6% annually,
versus 8.5% for the industry. Progressive had a book value of $16.10 per share
at year-end 1994, compared with stock price of $37 3/4. Thus, the company's
price-to-book value was about 234%. Given Progressive's normalized 25% return
on equity, the stock is currently trading at roughly 9.4 times normalized
earnings per share. We feel this is a very modest valuation, given the company's
historical profitability and growth as well as its current dominant industrial
position. Progressive is a good example of the kind of investment we look
for -- a superior business selling at a reasonable valuation - - and for that
reason is one of our major positions.
Thank you for investing in the Officers Fund. We look forward to having you
as a long-term shareholder in the Fund and promise that we will continue to work
diligently towards achieving the fund's objectives.
Sincerely,
Joseph M. La Motta
President
<PAGE>
QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
SCHEDULE OF INVESTMENTS (UNAUDITED)
APRIL 30, 1995
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
<S> <C> <C>
U.S. GOVERNMENT AGENCY-11.4%
$340,000 Federal Farm Credit Bank
5.86%, 5/03/95
(cost--$339,890)................................................ $339,890
----------
SHORT-TERM CORPORATE NOTE-11.3%
MISCELLANEOUS FINANCIAL SERVICES
$340,000 Federal National Mortgage Association
5.86%, 5/09/95
(cost--$339,557)................................................ $339,557
----------
SHARES COMMON STOCKS-75.8%
AEROSPACE-5.1%
8,300 Coltec Industries, Inc.* .......................................... $151,475
----------
CASINOS/GAMING-5.0%
3,900 Promus Companies, Inc.* ........................................... 150,150
----------
CONTAINERS-4.6%
3,200 Sealed Air Corp.* ................................................. 136,800
----------
DRUGS & MEDICAL PRODUCTS-3.3%
5,000 Alza Corp.* ....................................................... 97,500
----------
ENTERTAINMENT-5.0%
3,700 King World Productions, Inc.* ..................................... 148,925
----------
HEALTHCARE SERVICES-4.5%
3,200 Columbia/HCA Healthcare Corp. ..................................... 134,400
----------
INSURANCE-22.9%
6,000 EXEL Ltd. ......................................................... 273,000
5,000 Mid Ocean Ltd.* ................................................... 143,125
7,100 Progressive Corp., Ohio ........................................... 268,025
----------
684,150
----------
MISCELLANEOUS FINANCIAL SERVICES-11.2%
9,000 Countrywide Credit Industries, Inc. ............................... 165,375
9,500 North American Mortgage Co. ....................................... 171,000
----------
336,375
----------
OIL/GAS-5.3%
4,100 Triton Energy Corp.* .............................................. 157,850
----------
TOBACCO/BEVERAGES/FOOD PRODUCTS-4.2%
4,500 UST, Inc. ......................................................... 126,562
----------
TOYS/GAMES/HOBBY-4.7%
4,400 Hasbro, Inc. ...................................................... 139,700
----------
Total Common Stocks
(cost--$2,044,358)............................................. $2,263,887
----------
<CAPTION>
<S> <C> <C>
Total Investments
(cost--$2,723,805)....................................................... 98.5% $2,943,334
Other Assets in Excess of
Other Liabilities........................................................ 1.5 45,175
----- ----------
TOTAL NET ASSETS............................................................ 100.0% $2,988,509
----- ----------
----- ----------
<FN>
*Non-income producing security.
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
APRIL 30, 1995
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C>
Investments, at value (cost--$2,723,805)................................... $2,943,334
Cash....................................................................... 20,727
Receivable for shares of beneficial interest sold.......................... 37,520
Receivable from adviser.................................................... 12,606
Deferred organization expenses............................................. 6,850
Dividends receivable....................................................... 2,241
Prepaid expenses........................................................... 684
----------
Total Assets.......................................................... $3,023,962
LIABILITIES
Payable for shares of beneficial interest redeemed......................... 16,869
Deferred organization expenses payable..................................... 7,572
Other payables and accrued expenses........................................ 11,012
----------
Total Liabilities..................................................... 35,453
NET ASSETS
Shares of beneficial interest at par....................................... 2,703
Paid-in-surplus ........................................................... 2,718,398
Accumulated undistributed net investment income............................ 15,542
Accumulated undistributed net realized gain on investments ................ 32,337
Net unrealized appreciation on investments ................................ 219,529
----------
Total Net Assets ..................................................... $2,988,509
Shares of beneficial interest outstanding (unlimited authorized,
$.01 par value per share)............................................ 270,289
----------
Net asset value per share............................................. $11.06
----------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE PERIOD NOVEMBER 8, 1994
(COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1995
<TABLE>
<CAPTION>
<S> <C> <C>
INVESTMENT INCOME:
Interest................................................................. $12,086
Dividends................................................................ 10,922
----------
Total investment income............................................. $23,008
EXPENSES:
Investment advisory fees (note 2a)....................................... $10,942
Auditing, consulting and tax return preparation fees..................... 4,131
Custodian fees........................................................... 3,000
Transfer and dividend disbursing agent fees.............................. 1,378
Reports and notices to shareholders...................................... 972
Registration fees........................................................ 952
Legal fees............................................................... 729
Amortization of deferred organization
expenses (note 1c)..................................................... 722
Miscellaneous............................................................ 723
----------
Total operating expenses............................................ 23,549
Less: Investment advisory fees waived and
expense reimbursements (note 2a)................................. (23,549)
Net operating expenses......................................... ---------- 0
--------
Net investment income.......................................... 23,008
--------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS - NET:
Net realized gain on investments........................................ $ 32,337
Net unrealized appreciation on investments.............................. 219,529
--------
Net realized gain and net unrealized appreciation
on investments................................................... 251,866
--------
Net increase in net assets resulting from operations.................... $274,874
--------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
STATEMENT OF CHANGES IN NET ASSETS (UNAUDITED)
FOR THE PERIOD NOVEMBER 8, 1994
(COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1995
<TABLE>
<CAPTION>
<S> <C>
OPERATIONS
Net investment income....................................................... $23,008
Net realized gain on investments............................................ 32,337
Net unrealized appreciation on investments.................................. 219,529
----------
Net increase in net assets resulting from operations.................... 274,874
----------
DIVIDENDS TO SHAREHOLDERS OF BENEFICIAL INTEREST
Net investment income ($.037 per share)..................................... (7,466)
----------
SHARE TRANSACTIONS OF BENEFICIAL INTEREST
Net proceeds from sales..................................................... 2,928,833
Reinvestment of dividends................................................... 7,226
Cost of shares redeemed..................................................... (214,958)
----------
Net increase in net assets from share
transactions of beneficial interest................................... 2,721,101
----------
Total increase in net assets....................................... 2,988,509
NET ASSETS:
Beginning of period..................................................... 0
End of period (including undistributed
net investment income of $15,542)..................................... $2,988,509
----------
SHARES OF BENEFICIAL INTEREST ISSUED AND REDEEMED
Issued.................................................................. 289,659
Issued from reinvestment of dividends................................... 713
Redeemed................................................................ (20,083)
----------
Net Increase.......................................................... 270,289
----------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
APRIL 30, 1995
(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Quest for Value Officers Fund (the "Fund") is one of nine portfolios
currently in the Quest for Value Family of Funds, a Massachusetts business
trust. The Fund is an open-end management investment company registered under
the Investment Company Act of 1940, as amended, and commenced operations on
November 8, 1994. Quest for Value Advisors (the "Advisor") serves as the Fund's
investment advisor and provides accounting and administrative services to the
Fund. Quest for Value Distributors (the "Distributor") serves as the Fund's
distributor. Both the Advisor and Distributor are majority-owned (99%)
subsidiaries of Oppenheimer Capital.
The Fund is authorized to issue three separate classes of shares: Class A,
Class B and Class C shares. Initially, only shares of Class A will be offered to
officers, directors (trustees) and employees of Oppenheimer Capital and its
affiliates, their relatives or any trust, pension, profit sharing or other
benefit plan for any of them. Shares of each Class represent an identical
interest in the investment portfolio of the Fund, and generally have the same
rights, but are offered under different sales charge and distribution fee
arrangements. Furthermore, Class B shares will automatically convert to Class A
shares of the same fund eight years after their respective purchase.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements:
(a) VALUATION OF INVESTMENTS
Investment securities listed on a national securities exchange and
securities traded in the over-the-counter National Market System are valued at
the last reported sale price on the valuation date; if there are no such
reported sales, the securities are valued at their last quoted bid price. Other
securities traded over-the-counter and not part of the National Market System
are valued at the last quoted bid price. Short-term debt securities having a
remaining maturity of sixty days or less are valued at amortized cost or
amortized value, which approximates market value. Any securities or other assets
for which market quotations are not readily available are valued at their fair
value as determined in good faith under procedures established by the Board of
Trustees.
(b) FEDERAL INCOME TAXES
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its taxable income to its shareholders; accordingly, no
Federal income tax provision is required.
(c) DEFERRED ORGANIZATION EXPENSES
Costs incurred by the Fund in connection with its organization approximated
$7,600. These costs have been deferred and are being amortized to expense on a
straight line basis over sixty months from commencement of operations.
(d) SECURITIES TRANSACTIONS AND OTHER INCOME
Security transactions are accounted for on the trade date. In determining
the gain or loss from the sale of securities, the cost of securities sold has
been determined on the basis of identified cost. Dividend income is recorded on
the ex-dividend date and interest income is accrued as earned. Discounts or
premiums on debt securities purchased are accreted or amortized to interest
income over the lives of the respective securities.
(e) DIVIDENDS AND DISTRIBUTIONS
It is the Fund's policy to declare and pay dividends from net investment
income and to make distributions from net realized capital gains annually. The
Fund records dividends and distributions to its shareholders on the ex-dividend
date.
(2) INVESTMENT ADVISORY FEE, DISTRIBUTION FEE AND OTHER TRANSACTIONS WITH
AFFILIATES
(a) The investment advisory fee is payable monthly to the Advisor and is
computed as percentage of the Fund's net assets as of the close of business each
day at an annual rate of 1.00%.
For the period November 8, 1994 (commencements of operations) to April 30,
1995, the Advisor has voluntarily waived its investment advisory fee of $10,942
and reimbursed the Fund for all other operating expenses of $12,607.
<PAGE>
QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
APRIL 30, 1995
(b) The Fund has adopted a Plan and Agreement of Distribution (the "Plan")
pursuant to which the Fund is permitted to compensate the Distributor in
connection with the distribution of shares of beneficial interest. Under the
Plan, the Distributor may enter into agreements with securities dealers and
other financial institutions and organizations to obtain various sales-related
services in rendering distribution assistance. To compensate the Distributor for
the services it and other dealers under the Plan provide and for the expenses
they bear under the Plan, the Fund pays the Distributor compensation accrued
daily and payable monthly at an annual rate of .25% of average daily net assets
for Class A. Class A also pays a service fee at an annual rate of .25%.
Compensation for Class B and Class C shares of the Fund is at an annual rate of
.75% of average daily net assets. The Fund's Class B and Class C shares also pay
a service fee at an annual rate of .25%. Distribution and service fees may be
paid by the Distributor to broker dealers or others for providing personal
service, maintenance of accounts and ongoing sales or shareholder support
functions in connection with the distribution of shares of beneficial interest.
While payments under the Plan may not exceed the stated percentage of average
daily net assets on an annual basis, the payments are not limited to the amounts
actually incurred by the Distributor.
For the period November 8, 1994 (commencement of operations) to April 30,
1995, the Distributor has waived any and all distribution-related expenses
without compensation from the Fund.
(c) Total brokerage commissions paid by the Fund amounted to $8,197 of
which $3,388 was paid to Oppenheimer & Co., Inc., an affiliate of the Advisor.
(3) PURCHASES AND SALES OF SECURITIES
For the period November 8, 1994 (commencement of operations) to April 30,
1995, purchases and sales of investment securities, other than short-term
securities, aggregated $3,128,430 and $1,116,416, respectively.
(4) UNREALIZED APPRECIATION (DEPRECIATION) AND COST OF INVESTMENTS FOR FEDERAL
INCOME TAX PURPOSES
At April 30, 1995, the cost of investments for Federal income tax purposes
was the same as the cost of investments for financial statement purposes.
Aggregate gross unrealized appreciation (all investments in which there is an
excess of value over tax cost) amounted to $250,264 and aggegrate gross
unrealized depreciation (all investments in which there is an excess of tax cost
over value) amounted to $30,735, resulting in net unrealized appreciation of
$219,529.
<PAGE>
QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
FINANCIAL HIGHLIGHTS (UNAUDITED)
NOVEMBER 8, 1994 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1995
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
<S> <C>
Net Asset Value, beginning of period . . . . . . . . . . . $10.00 (1)
Net investment income. . . . . . . . . . . . . . . . . . . 0.10
Net realized and unrealized gain on investments. . . . . . 1.00
----------
Total from investment operations . . . . . . . . . . . . 1.10
Dividends to shareholders from net investment income . . . (0.04)
----------
Net Asset Value, end of period . . . . . . . . . . . . . . $11.06
----------
Total investment return* . . . . . . . . . . . . . . . . . 11.00%
----------
Net assets, end of period. . . . . . . . . . . . . . . . . $2,988,509
----------
Ratio of net operating expenses to average net assets. . . 0.00% (2,3,4)
----------
Ratio of net investment income to average net assets . . . 2.10% (2,3,4)
----------
Portfolio turnover rate. . . . . . . . . . . . . . . . . . 60%
----------
<FN>
(1) Offering price.
(2) During the period presented above, the Advisor has voluntarily waived all
of its fees and reimbursed the Fund for all of its operating expenses. If
such waivers and reimbursements had not been in effect, the annualized
ratio of net operating expenses to average daily net assets and the
annualized ratio of net investment income to average daily net assets would
have been 2.15% and (.05%), respectively.
(3) Average net assets for the period November 8, 1994 (commencement of
operations) to April 30, 1995 were $2,295,379.
(4) Annualized
* Assumes reinvestment of all dividends. Aggregate (not annualized) total
return is shown.
</TABLE>
<PAGE>
QUEST FOR VALUE
OFFICERS FUND
TRUSTEES AND OFFICERS
Joseph M. La Motta Trustee, President
Paul Y. Clinton Trustee
Thomas W. Courtney Trustee
Lacy H. Herrmann Trustee
George Loft Trustee
Bernard H. Garil Vice President
Jeffrey C. Whittington Vice President
Sheldon Siegel Treasurer
Deborah Kaback Secretary
Leslie Klein Assistant Treasurer
Thomas E. Duggan Assistant Secretary
Maria Camacho Assistant Secretary
INVESTMENT ADVISOR
Quest for Value Advisors
One World Financial Center
New York, NY 10281
DISTRIBUTOR
Quest for Value Distributors
Two World Financial Center
New York, NY 10080
TRANSFER AND SHAREHOLDER SERVICING AGENT
State Street Bank and Trust Company
P.O. Box 1912
Boston, MA 02105
CUSTODIAN
State Street Bank and Trust Company
P.O. Box 351
Boston, MA 02101
This report, is authorized for distribution only to shareholders and to others
who have received a copy of the prospectus.
