[COVER PAGE]
OPPENHEIMER QUEST OFFICERS VALUE FUND
Semiannual Report April 30,1996
/LOGO/OPPENHEIMER FUNDS/R/
<PAGE>
BRIDGET A. MACASKILL
President
Oppenheimer
Quest Officers
Value Fund
DEAR SHAREHOLDER:
Although it is showing definite signs of age, the bull market in stocks
continued through the early months of 1996. Despite higher interest rates
and a lagging bond market, stocks continued to move higher, driven by low
inflations and an index of cash into mutual funds, which in turn was
invested in the equity markets.
However, there were plenty of reasons to be cautious. First, the
stock market hadn't suffered a 10% correction for more than six years--a
post-World War II record. Second, stock prices continued to be quite high
in relation to corporate profits. And third, the market became
increasingly volatile, to be quite high in relation to corporate profits.
And third, the market became increasingly volatile, with 100 point intraday
moves in the Dow Jones Industrial Average becoming commonplace.
To a large extent, the market's recent volatility was a reflection of
the confusion regarding the economy's strength. Stock market investors
tend to prefer a straightforward economic scenario, like the one we've had
in recent years: and economy growing fast enough to generate corporate
profits, but not so fast as to bring back inflation.
In contrast, recent economic performance provided mixed signals:
appearing sluggish in the winter and suddenly buoyant as spring approached.
Initially, in January, growth was subdued by unusually bad winter weather
and the inability of Congress and the President to agree on a balanced
budget. Sluggish growth usually means lower interest rates, which often
power the stock market upward because investors are shifting out of low
yielding bonds.
But then, in February, the data indicated something quite different.
The U.S. Labor Department reported the fastest job growth in 12 years,
which suggested that the U.S. economy was growing too fast to consider
further cuts in interest rates. This led to a complete reversal in
investor psychology, and some extremely volatile trading days.
Although we currently expect this short-term stock market volatility
to continue, we believe the long-term case for stocks remains positive.
The reason: our expectation that the U.S. economy will remain in a slow
growth environment for the near future. And despite recent increased in
gasoline and agriculture prices, inflation remains under 3%.
Even at high prices, the demand for stocks continues to be strong.
Many experts believe that the reason for this continuing demand is that
investors, who more and more are responsible for their retirement savings,
are increasingly turning to equity mutual funds to acheive their goals.
Also, as cash-rich corporations buy back record amounts of their own
shares, they reduce the supply of stocks, and increase the book value of
their outstanding shares, further contributing to higher stock prices.
Your portfolio manager discusses the outlook for your Fund in light
of these broad issues on the following pages. Thank you for your
confidence in OppenheimerFunds. We look forward to helping you reach
your investments goals in the future.
/S/Bridget Macaskill
Bridget Macaskill
April 30, 1996
2 Oppenheimer Quest Officers Value Fund
<PAGE>
J. WHITTINGTON
Portfolio Manager
Q+A
AN INTERVIEW WITH YOUR FUND'S MANAGERS.
Q. HOW HAS THE FUND PERFORMED OVER PAST THE SIX MONTHS?
The Fund's performance has been extremely good. As a "non-diversified fund"
under federal securities laws, we're able to focus our portfolio on investments
we believe offer the greatest opportunities. This strategy has served us well
over the period, helping us to benefit from owning good stocks during what has
been a generally positive market environment.
Q. WHAT CHARACTERISTICS DO YOU LOOK FOR WHEN EVALUATING STOCKS?
We use a research driven value approach in stock selection. We look for good
businesses with good managements selling at modest valuations, and when we find
them, we tend to center the portfolio around them. As of April 30, 1996, the
portfolio consists of approximately 15 stocks, with about 45 percent of our
assets spread across our largest four holdings.(1)
Q. WHAT INVESTMENTS MADE POSITIVE CONTRIBUTIONS TO PERFORMANCE?
Over the past fiscal period, we concentrated on stocks of companies we
consider "owner operated," meaning that as stockholders, their management teams
have a significant financial stake in the companies' performance. One example of
this type of company, and a strong performer for the period was a newly public
gaming company. This is a company with casino interests in Atlantic City and a
riverboat operation in Gary, Indiana with a highly qualified management team and
what we consider good prospects for future earnings. Another example is a
national long distance reseller. We were able to buy the stock at a significant
discount, and because the company has been a beneficiary of telecommunications
reform, it's experienced impressive volume growth and high returns compared to
its competitors.
Q. DID ANY INVESTMENTS NEGATIVELY IMPACT PERFORMANCE?
Not really. Only one of our positions was down over the period, and the rest of
the portfolio was more than able to make up for its negative effect.
Q. WHAT TYPES OF COMPANIES ARE YOU CURRENTLY TARGETING?
When new money comes into the Fund, we normally add it to the existing
position we feel offers the best value. Because of our bottom-up investment
strategy, we know all our companies inside and out, and continue to scrutinize
them while they're in the portfolio. Because we're constantly evaluating new
ideas, if we find a stock that appears to be a better opportunity than something
we own, we'll make a change based on that. But in general, we invest for the
longer term, so this is a portfolio that doesn't necessarily change much over
short time periods.
Q. WHAT IS YOUR OUTLOOK FOR THE FUND?
We think the outlook continues to favor our style of investing. While last
year was an extraordinary period for stocks, we believe we've entered a more
normal period now, where returns and volatility will be more in line with
historical averages. In this type of environment--where it is important not
only to be invested in stocks, but to be in the right stocks--we think a
bottom-up manager has the potential to outperform.//
1. The Fund's portfolio is subject to change.
3 Oppenheimer Quest Officers Value Fund
<PAGE>
<TABLE>
<CAPTION>
===================================================
STATEMENT OF INVESTMENTS April 30, 1996 (Unaudited)
FACE MARKET VALUE
AMOUNT SEE NOTE 1
<S> <C> <C> <C>
================================================================================================================================
SHORT-TERM NOTES - 6.9%
- --------------------------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 5.24%, 5/13/96 $ 50,000 $ 49,913
---------------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 5.27%, 5/3/96 350,000 349,900
-----------
Total Short-Term Notes (Cost $399,813) 399,813
SHARES
================================================================================================================================
COMMON STOCKS - 91.7%
- --------------------------------------------------------------------------------------------------------------------------------
AUTOS & HOUSING - 3.7%
---------------------------------------------------------------------------------------------------------------------
Varity Corp.(1) 5,100 217,387
- --------------------------------------------------------------------------------------------------------------------------------
BANKS - 3.9%
---------------------------------------------------------------------------------------------------------------------
Financial Security Assurance Holdings Ltd. 8,300 224,100
- --------------------------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL - 3.6%
---------------------------------------------------------------------------------------------------------------------
Countrywide Credit Industries, Inc. 9,800 211,925
- --------------------------------------------------------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT - 9.2%
---------------------------------------------------------------------------------------------------------------------
UCAR International, Inc.(1) 13,100 537,100
- --------------------------------------------------------------------------------------------------------------------------------
HEALTHCARE/SUPPLIES & SERVICES - 3.7%
---------------------------------------------------------------------------------------------------------------------
Coventry Corp.(1) 11,000 213,125
- --------------------------------------------------------------------------------------------------------------------------------
INSURANCE - 16.4%
---------------------------------------------------------------------------------------------------------------------
ACE Ltd. 5,400 237,600
---------------------------------------------------------------------------------------------------------------------
EXEL Ltd. 3,100 223,200
---------------------------------------------------------------------------------------------------------------------
Mid Ocean Ltd. 6,600 235,950
---------------------------------------------------------------------------------------------------------------------
Progressive Corp. 5,500 256,438
-----------
953,188
- --------------------------------------------------------------------------------------------------------------------------------
LEISURE & ENTERTAINMENT - 15.8%
---------------------------------------------------------------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc.(1) 28,400 919,450
- --------------------------------------------------------------------------------------------------------------------------------
OIL-INTEGRATED - 3.8%
---------------------------------------------------------------------------------------------------------------------
Triton Energy Corp.(1) 4,000 220,000
- --------------------------------------------------------------------------------------------------------------------------------
RETAIL: GENERAL - 3.8%
---------------------------------------------------------------------------------------------------------------------
WestPoint Stevens, Inc.(1) 10,500 220,500
- --------------------------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS-TECHNOLOGY - 15.2%
---------------------------------------------------------------------------------------------------------------------
Frontier Corp. 7,600 240,350
---------------------------------------------------------------------------------------------------------------------
WorldCom, Inc.(1) 13,700 643,900
-----------
884,250
- --------------------------------------------------------------------------------------------------------------------------------
TRANSPORTATION - 12.6%
---------------------------------------------------------------------------------------------------------------------
Canadian National Railway Co. 13,500 256,500
---------------------------------------------------------------------------------------------------------------------
Canadian Pacific Ltd. 23,200 472,700
-----------
729,200
-----------
Total Common Stocks (Cost $4,306,574) 5,330,225
---------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $4,706,387) 98.6% 5,730,038
---------------------------------------------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 1.4 80,969
------ -----------
NET ASSETS 100.0% $5,811,007
====== ==========
</TABLE>
1. Non-income producing security.
See accompanying Notes to Financial Statements.
4 Oppenheimer Quest Officers Value Fund
<PAGE>
<TABLE>
<CAPTION>
==============================================================
STATEMENT OF ASSETS AND LIABILITIES APRIL 30, 1996 (UNAUDITED)
<S> <C> <C>
=======================================================================================================================
ASSETS Investments, at value (cost $4,706,387) - see accompanying statement $5,730,038
--------------------------------------------------------------------------------------------------
Cash 15,676
--------------------------------------------------------------------------------------------------
Receivables:
Shares of beneficial interest sold 49,243
Interest 1,615
--------------------------------------------------------------------------------------------------
Deferred organization costs - Note 1 3,831
--------------------------------------------------------------------------------------------------
Other 12,271
-----------
Total assets 5,812,674
=======================================================================================================================
LIABILITIES Payables and other liabilities:
Distribution and service plan fees 1,073
Transfer and shareholder servicing agent fees 547
Shares of beneficial interest redeemed 47
-----------
Total liabilities 1,667
=======================================================================================================================
NET ASSETS $5,811,007
===========
=======================================================================================================================
COMPOSITION OF Par value of shares of beneficial interest $ 4,035
--------------------------------------------------------------------------------------------------
NET ASSETS Additional paid-in capital 4,455,445
--------------------------------------------------------------------------------------------------
Overdistributed net investment income (16,600)
--------------------------------------------------------------------------------------------------
Accumulated net realized gain on investment transactions 344,476
--------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments - Note 3 1,023,651
-----------
Net assets - applicable to 403,537 shares of beneficial interest outstanding $5,811,007
===========
=======================================================================================================================
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE $14.40
</TABLE>
See accompanying Notes to Financial Statements.
5 Oppenheimer Quest Officers Value Fund
<PAGE>
<TABLE>
<CAPTION>
===========================================================================
STATEMENT OF OPERATIONS For the Six Months Ended April 30, 1996 (Unaudited)
=======================================================================================================================
<S> <C> <C>
INVESTMENT INCOME Dividends $ 21,468
--------------------------------------------------------------------------------------------------
Interest 13,690
-----------
Total income 35,158
=======================================================================================================================
EXPENSES Management fees - Note 4 22,554
--------------------------------------------------------------------------------------------------
Distribution and service plan fees - Note 4 9,282
--------------------------------------------------------------------------------------------------
Legal and auditing fees 5,756
--------------------------------------------------------------------------------------------------
Registration and filing fees 3,642
--------------------------------------------------------------------------------------------------
Custodian fees and expenses 3,167
--------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees - Note 4 2,217
--------------------------------------------------------------------------------------------------
Shareholder reports 1,913
--------------------------------------------------------------------------------------------------
Insurance expenses 1,155
--------------------------------------------------------------------------------------------------
Other 842
-----------
Total expenses 50,528
-----------
Less investment advisory fees waived and expense
reimbursements - Note 4 (22,268)
-----------
Net expenses 28,260
=======================================================================================================================
NET INVESTMENT INCOME 6,898
=======================================================================================================================
REALIZED AND Net realized gain on investments 354,475
UNREALIZED GAIN --------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation on investments 729,024
-----------
Net realized and unrealized gain 1,083,499
=======================================================================================================================
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $1,090,397
===========
</TABLE>
===================================
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS ENDED PERIOD ENDED
APRIL 30, 1996 OCTOBER 31,
(UNAUDITED) 1995(1)
=======================================================================================================================
<S> <C> <C> <C>
OPERATIONS Net investment income $ 6,898 $ 68,846
--------------------------------------------------------------------------------------------------
Net realized gain 354,475 257,638
--------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation 729,024 294,627
-----------------------------
Net increase in net assets resulting from operations 1,090,397 621,111
=======================================================================================================================
DIVIDENDS AND Dividends from net investment income (84,878) (7,466)
DISTRIBUTIONS --------------------------------------------------------------------------------------------------
TO SHAREHOLDERS Distributions from net realized gain (267,637) --
=======================================================================================================================
BENEFICIAL INTEREST Net increase in net assets resulting from beneficial
TRANSACTIONS interest transactions - Note 2 1,426,557 3,032,923
=======================================================================================================================
NET ASSETS Total increase 2,164,439 3,646,568
--------------------------------------------------------------------------------------------------
Beginning of period 3,646,568 --
-----------------------------
End of period [including undistributed
(overdistributed) net investment income
of $(16,600) and $61,380, respectively] $5,811,007 $3,646,568
=============================
</TABLE>
1. For the period November 8, 1994 (commencement of
operations) to October 31, 1995.
See accompanying Notes to Financial Statements.
6 Oppenheimer Quest Officers Value Fund
<PAGE>
====================
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SIX MONTHS PERIOD ENDED
ENDED APRIL 30, OCTOBER 31,
1996 (UNAUDITED) 1995(1)
<S> <C> <C>
=============================================================================
PER SHARE OPERATING DATA:
Net asset value, beginning of period $12.30 $10.00
- -----------------------------------------------------------------------------
Income from investment operations:
Net investment income .02 .24
Net realized and unrealized gain 3.18 2.10
- -----------------------------------------------------------------------------
Total income from investment operations 3.20 2.34
- -----------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income (.27) (.04)
Distributions from net realized gain (.83) --
- -----------------------------------------------------------------------------
Total dividends and distributions
to shareholders (1.10) (.04)
- -----------------------------------------------------------------------------
Net asset value, end of period $14.40 $12.30
===========================================
=============================================================================
TOTAL RETURN, AT NET ASSET VALUE(2) 27.55% 23.44%
=============================================================================
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $5,811 $3,647
- -----------------------------------------------------------------------------
Average net assets (in thousands) $4,569 $2,873
- -----------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 0.30%(4)(5) 2.44%(3)(4)
Expenses 1.24%(4)(5) 0.00%(3)(4)
- -----------------------------------------------------------------------------
Portfolio turnover rate(6) 61.3% 108.0%
Average brokerage commission rate(7) $0.0489 --
</TABLE>
1. For the period from November 8, 1994 (commencement of operations) to October
31, 1995.
2. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. The annualized ratio of net investment income to average daily net assets
and the annualized ratio of net expenses to average daily net assets would have
been 0.47% and 1.97%, respectively, absent the voluntary waiving of all expenses
by the former Advisor.
4. Annualized.
5. The annualized ratio of net investment income to average daily net assets and
the annualized ratio of net expenses to average daily net assets would have been
(0.68)% and 2.22%, respectively, absent the voluntary reimbursement by both the
former Advisor and the current Advisor.
6. The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities owned
during the period. Securities with a maturity or expiration date at the time of
acquisition of one year or less are excluded from the calculation. Purchases and
sales of investment securities (excluding short-term securities) for the period
ended April 30, 1996 were $4,602,130 and $2,487,221, respectively.
7. Total brokerage commissions paid on applicable purchases and sales of
portfolio securities for the period divided by the total number of related
shares purchased and sold.
See accompanying Notes to Financial Statements.
7 Oppenheimer Quest Officers Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Quest Officers Value Fund (the Fund), formerly named Officers
Fund, a series of Oppenheimer Quest for Value Funds, is a diversified
open-end management investment company registered under the Investment
Company Act of 1940, as amended. The Fund's investment objective is to seek
capital appreciation primarily through investment in equity securities. On
November 22, 1995, OCC Distributors (previously Quest for Value
Distributors), OpCap Advisors (previously Quest for Value Advisors) and
their parent Oppenheimer Capital consummated a transaction with
OppenheimerFunds, Inc. (The Manager), which resulted in the sale to the
Manager of certain mutual fund assets of OCC Distributors and OpCap
Advisors including the transfer of Quest for Value Funds and the use of the
name "Quest for Value". As part of the transaction, the Fund has entered
into an investment advisory agreement with the Manager and the Manager has
entered into a sub-advisory agreement with OpCap Advisors (the former
Manager). The Fund's investment advisor is OppenheimerFunds, Inc. (the
Manager). The Fund is authorized to issue Class A, Class B and Class C
shares. Initially, only shares of Class A will be offered to officers,
trustees and employees of the Fund, the Manager and its affiliates, their
relatives or any trust, pension, profit sharing or other benefit plan for
any of them. Class B and Class C shares may be subject to a contingent
deferred sales charge. All three classes of shares have identical rights to
earnings, assets and voting privileges, except that each class has its own
distribution and/or service plan, expenses directly attributable to a
particular class and exclusive voting rights with respect to matters
affecting a single class. Class B shares will automatically convert to
Class A shares six years after the date of purchase. The following is a
summary of significant accounting policies consistently followed by the
Fund.
INVESTMENT VALUATION. Portfolio securities are valued at the close of the
New York Stock Exchange on each trading day. Listed and unlisted securities
for which such information is regularly reported are valued at the last
sale price of the day or, in the absence of sales, at values based on the
closing bid or asked price or the last sale price on the prior trading day.
Long-term and short-term "non-money market" debt securities are valued by a
portfolio pricing service approved by the Board of Trustees. Such
securities which cannot be valued by the approved portfolio pricing service
are valued using dealer-supplied valuations provided the Manager is
satisfied that the firm rendering the quotes is reliable and that the
quotes reflect current market value, or are valued under consistently
applied procedures established by the Board of Trustees to determine fair
value in good faith. Short-term "money market type" debt securities having
a remaining maturity of 60 days or less are valued at cost (or last
determined market value) adjusted for amortization to maturity of any
premium or discount.
FEDERAL TAXES. The Fund intends to continue to comply with provisions of
the Internal Revenue Code applicable to regulated investment companies and
to distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers, to shareholders. Therefore, no
federal income or excise tax provision is required.
ORGANIZATION COSTS. The Former Advisor advanced $7,600 for organization and
start-up costs of the Fund. Such expenses are being amortized over a
five-year period from the date operations commenced.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders
are recorded on the ex-dividend date.
CLASSIFICATION OF DISTRIBUTIONS TO SHAREHOLDERS. Net investment income
(loss) and net realized gain (loss) may differ for financial statement and
tax purposes. The character of the distributions made during the year from
net investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to timing of
dividend distributions, the fiscal year in which amounts are distributed
may differ from the year that the income or realized gain (loss) was
recorded by the Fund.
OTHER. Investment transactions are accounted for on the date the
investments are purchased or sold (trade date) and dividend income is
recorded on the ex-dividend date. Realized gains and losses on investments
and unrealized appreciation and depreciation are determined on an
identified cost basis, which is the same basis used for federal income tax
purposes. revenues and expenses during the reporting period. Actual results
could differ from those estimates.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
8 Oppenheimer Quest Officers Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
2. SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of $.01 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<CAPTION>
Six Months Ended Period Ended(1)
April 30, 1996 October 31, 1995
--------------------- ----------------------
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------
Sold 107,636 $1,452,542 339,572 $3,529,359
Dividends and distributions
reinvested 27,528 337,769 713 7,226
Redeemed (28,026) (363,754) 43,886) (503,662)
-------- ----------- -------- -----------
Net increase 107,138 $1,426,557 296,399 $3,032,923
======== =========== ======== ===========
</TABLE>
1) For the period November 8, 1994 (commencement of corporations) to
October 31, 1996.
3. UNREALIZED GAINS AND LOSSES ON INVESTMENTS
At April 30, 1996, net unrealized appreciation on investments of $1,023,651
was composed of gross appreciation of $1,052,084, and gross depreciation of
$28,433.
4. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Fund which provides for a fee of 1.00% of
average annual net assets. Prior to November 22, 1995, management fees were
paid to the former Manager at an annual rate of 1.00% of the Fund's average
net assets. The Manager has agreed to reimburse the Fund if aggregate
expenses (with specified exceptions) exceed the most stringent applicable
regulatory limit on Fund expenses. For the period November 1, 1995 to
November 21, 1995 the Former Advisor voluntarily waived its investment
advisory fee and reimbursed the Fund for all other operating expenses for a
combined total of $8,962. From November 22, 1995 to February 1, 1996, the
Manager voluntary reimbursed the Fund for all operating expenses totaling
$13,306. The Manager acts as the accounting agent for the Fund at an annual
fee of $6,000, plus out-of-pocket costs and expenses reasonably incurred.
Prior to November 22, 1995, accounting service fees were paid monthly to
the Former Manager.
Effective November 22, 1995, the Manager pays OpCap Advisors (the
Sub-Advisor) based on the fee schedule set forth in the Prospectus. For the
period ended April 30, 1996, the Manager paid $4,585 to the Sub-Advisor.
For the six months ended April 30, 1996, commissions (sales charges paid by
investors) on sales of Class A shares totaled $1,202.
OppenheimerFunds Services (OFS), a division of the Manager, is the transfer
and shareholder servicing agent for the Fund, and for other registered
investment companies. OFS's total costs of providing such services are
allocated ratably to these companies.
The Fund has adopted a Distribution and Service Plan for Class A shares to
compensate OFDI for a portion of its costs incurred in connection with the
personal service and maintenance of accounts that hold Class A shares.
Under the Plan, the Fund pays an annual asset-based sales charge to OFDI of
.25% per year on Class A shares. The Fund also pays a service fee to OFDI
of .25% per year. Both fees are computed on the average annual net assets
of Class A shares of the Fund, determined as of the close of each regular
business day. OFDI uses all of the service fee and a portion of the
asset-based sales charge to compensate brokers, dealers, banks and other
financial institutions quarterly for providing personal service and
maintenance of accounts of their customers that hold Class A shares. OFDI
retains the balance of the asset-based sales charge to reimburse itself for
its other expenditures under the Plan. During the six months ended April
30, 1996, OFDI retained $3,092 as compensation for Class A personal service
and maintenance expenses.
9 Oppenheimer Quest Officers Value Fund
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
5. SHAREHOLDER MEETING
On November 3, 1995, a special meeting of the shareholders of the Fund was
held at which the five Trustees identified below were elected and the
approval of a new investment advisory agreement with OppenheimerFunds, Inc.
(Proposal 1), a new sub-advisory agreement between OppenheimerFunds, Inc.
and OpCap Advisors (Proposal 2), a new Distribution and Service Plan
agreement with OppenheimerFunds Distributor, Inc. (Proposal 3), changes in
the Fund's classification from a diversified to a non-diversified
management investment company (Proposal 4) and a change in the Fund's
fundamental investment policies (Proposal 5) were ratified. The following
is a report of the votes cast:
<TABLE>
<CAPTION>
BROKER
NOMINEE/PROPOSAL FOR AGAINST WITHHELD/ABSTAIN NON-VOTES TOTAL
---------------- --- --------- ---------------- --------- -----
<S> <C> <C> <C> <C> <C>
Paul Y. Clinton 20,834,564.092 0 630,600.138 21,465,164.230
Thomas W. Courtney 20,836,286.487 0 628,877.743 21,465,164.230
Lacy B. Herrmann 20,838,638.097 0 626,526.133 21,465,164.230
George Loft 20,815,794.001 0 649,370.229 21,465,164.230
Bridget A. Macaskill 20,830,721.650 0 634,442.580 21,465,164.230
Proposal No. 1 251,922.658 0 0 251,922.658
Proposal No. 2 251,922.658 0 0 251,922.658
Proposal No. 3 251,922.658 0 0 251,922.658
Proposal No. 4 147,122.658 5,068.000 0 99,732.000 152,190.658
Proposal No. 5 146,122.658 6,068.000 0 99,732.000 152,190.658
</TABLE>
10 Oppenheimer Quest Officers Value Fund
<PAGE>
OPPENHEIMER QUEST OFFICERS VALUE FUND
OFFICERS AND TRUSTEES Bridget A. Macaskill, Chairman of the Board of
Trustees and President
Paul Y. Clinton, Trustee
Thomas W. Courtney, Trustee
Lacy B. Herrmann, Trustee
George Loft, Trustee
Jeffrey C. Whittington, Vice President
Jenny Beth Jones, Vice President
Louis Goldstein, Vice President
Timothy McCormacks, Vice President
George C. Bowen, Treasurer
Robert J. Bishop, Assistant Treasurer
Scott T. Farrar, Assistant Treasurer
Andrew J. Donohue, Secretary
Robert G. Zack, Assistant Secretary
INVESTMENT ADVISOR OppenheimerFunds, Inc.
SUB-ADVISOR OpCap Advisors
DISTRIBUTOR OppenheimerFunds Distributor, Inc.
TRANSFER AND OppenheimerFunds Services
SHAREHOLDER SERVICING
AGENT
CUSTODIAN OF PORTFOLIO State Street Bank and Trust Company
SECURITIES
INDEPENDENT Price Waterhouse LLP
ACCOUNTANTS
LEGAL COUNSEL Gordon Altman Butowsky Weitzen Shalov & Wein
The financial statements included herein have been taken from the records
of the Fund without examination by the independent accountants.
This is a copy of a report to shareholders of Oppenheimer Quest Officers
Value Fund. This report must be preceded or accompanied by a Prospectus of
Oppenheimer Quest Officers Value Fund. For material information concerning
the Fund, see the Prospectus.
Shares of Oppenheimer funds are not deposits or obligations of any bank,
are not guaranteed by any bank, and are not insured by the FDIC or any
other agency, and involve investment risks, including possible loss of the
principal amount invested.
11 Oppenheimer Quest Officers Value Fund
