<PAGE>
QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
ANNUAL REPORT
OCTOBER 31, 1995
<PAGE>
[OP CAP ADVISORY LETTERHEAD]
Dear Shareholder:
The fiscal year ended October 31, 1995 was an excellent period for
investors. Financial assets performed well in an environment of low inflation,
slow economic growth and generally low interest rates. We are pleased to tell
you about the results and investment activities of the Officers Fund during its
first fiscal year. From its inception on November 8, 1994 to October 31, 1995
the Fund's total return was 23.4% compared with the 23.3% total return of the
Standard & Poor's 400 Midcap Index. As of October 31, 1995, the Fund was
approximately 59% invested in the common stock of 11 different companies. The
balance of the Fund was invested in short-term government agency and corporate
notes. The equity positions ranged in size from 8.8% down to 3.7% of the Fund's
net assets. Major industry sectors represented in the Fund were insurance,
tobacco/beverage/food; oil/gas; and automotive. The five largest equity
positions were EXEL, Ltd., a strongly capitalized specialty insurance company,
Progressive Corporation, Ohio, a property casualty insurer, Mid Ocean Ltd., a
Bermuda reinsurance company, Triton Energy Corp., an oil and gas production
company and Philip Morris Companies, Inc., a major producer of tobacco, beverage
and food products.
As you may know, even though the Quest for Value organization is no longer
in the mutual fund distribution business, it continues to manage assets under
the new name of OpCap Advisors. In line with this change, effective November
24, 1995, Oppenheimer Management Corporation, a leading mutual fund organization
with more than $40 billion under management, became the advisor/distributor of
the Quest for Value Officers Fund. At that time, the fund adopted a new name --
the Oppenheimer Quest Officers Value Fund.
OpCap Advisors continues to provide portfolio management services to the
Fund through a Subadvisory Agreement with Oppenheimer Management. We also want
to assure you that Jeff Whittington continues as the Fund's portfolio manager.
Thank you for your support. Together with Oppenheimer Management
Corporation, we at OpCap Advisors remain dedicated to meeting your investment
needs.
Sincerely,
/s/ Joseph M. La Motta
Joseph M. La Motta
Chairman
OpCap Advisors
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COMPARISON OF CHANGE IN VALUE OF $10,000* INVESTMENT IN
QUEST FOR VALUE OFFICERS FUND FROM INCEPTION (11/08/94)
THROUGH 10/31/95 AND TOTAL RETURN ON S&P 400 MIDCAP INDEX**
[graph]
Past performance is not predictive of future performance.
Assumes reinvestment of all dividends and distributions.
* after taking into account current maximum sales charge of 5.75%
** with dividends
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QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
SCHEDULE OF INVESTMENTS
OCTOBER 31, 1995
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PRINCIPAL
AMOUNT VALUE
- ----------- ------------
U.S. GOVERNMENT AGENCY-16.3%
Tennessee Valley Authority
$600,000 5.59%, 1/18/96
(cost--$592,733)......................... $592,733
------------
SHORT-TERM CORPORATE NOTES-27.7%
MISCELLANEOUS FINANCIAL SERVICES
Federal Home Loan Mortgage Corp.
$490,000 5.57%, 12/18/95........................... $486,437
225,000 5.58%, 1/22/96............................ 222,140
303,000 5.60%, 11/02/95........................... 302,953
------------
(cost--$1,011,530)...................... $1,011,530
------------
SHARES COMMON STOCKS-58.5%
- ----------
AUTOMOTIVE-5.1%
5,100 Varity Corp. *.............................. $184,875
------------
CASINOS/GAMING-5.0%
10,800 Trump Hotels & Casinos Resorts, Inc. *...... 183,600
------------
ELECTRICAL EQUIPMENT-3.9%
5,000 UCAR International Inc.*.................... 142,500
------------
HEALTHCARE SERVICES-4.3%
3,200 Columbia/HCA Healthcare Corp................ 157,200
------------
INSURANCE-22.4%
6,000 EXEL Ltd.................................... 321,000
5,700 Mid Ocean Ltd............................... 201,638
7,100 Progressive Corp., Ohio..................... 294,650
------------
817,288
------------
OIL/GAS-5.3%
4,100 Triton Energy Corp. *....................... 191,162
------------
TOBACCO/BEVERAGES/FOOD PRODUCTS-8.8%
2,200 Philip Morris Companies, Inc................ 185,900
4,500 UST, Inc.................................... 135,000
------------
320,900
------------
TOYS/GAMES/HOBBY-3.7%
4,400 Hasbro, Inc................................. 134,200
------------
Total Common Stocks
(cost--$1,837,098)........................ $2,131,725
------------
TOTAL INVESTMENTS
(cost--$3,441,361)................. 102.5% $3,735,988
Other Liabilities in Excess of
Other Assets ...................... (2.5) (89,420)
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TOTAL NET ASSETS .................... 100.0% $3,646,568
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*Non-income producing security.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
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QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
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ASSETS
Investments, at value (cost--$3,441,361).............. $3,735,988
Cash.................................................. 15,975
Receivable for investments sold....................... 378,649
Receivable from adviser............................... 27,467
Deferred organization expenses........................ 6,086
Prepaid expenses and other assets..................... 6,586
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Total Assets........................................ $4,170,751
LIABILITIES
Payable for investments purchased..................... 506,176
Deferred organization expenses payable................ 1,500
Other payables and accrued expenses................... 16,507
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Total Liabilities................................... 524,183
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NET ASSETS
Shares of beneficial interest at par.................. 2,964
Paid-in-surplus....................................... 3,029,959
Accumulated undistributed net investment income....... 61,380
Accumulated undistributed net realized
gain on investments................................. 257,638
Net unrealized appreciation on investments............ 294,627
-----------
Total Net Assets.................................... $3,646,568
-----------
-----------
Shares of beneficial interest outstanding
(unlimited authorized, $.01 par value per share)... 296,399
-----------
Net asset value per share.......................... $12.30
-----------
-----------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
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<PAGE>
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QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD NOVEMBER 8, 1994 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1995
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INVESTMENT INCOME:
Interest................................................ $44,042
Dividends............................................... 24,804
----------
Total investment income............................ $68,846
EXPENSES:
Investment advisory fee (note 2a)....................... $28,182
Auditing, consulting and tax return preparation fees.... 8,500
Custodian fees.......................................... 6,000
Reports and notices to shareholders..................... 3,845
Transfer and dividend disbursing agent fees............. 2,916
Legal fees.............................................. 1,500
Registration fees....................................... 1,478
Amortization of deferred organization expenses
(note 1c)............................................. 1,486
Miscellaneous........................................... 1,742
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Total operating expenses........................... 55,649
Less: Investment advisory fees waived and
expense reimbursements (note 2a)............ (55,649)
----------
Net operating expenses......................... 0
---------
Net investment income.......................... 68,846
---------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS - NET:
Net realized gain on investments........................ $257,638
Net unrealized appreciation on investments.............. 294,627
---------
Net realized gain and net unrealized appreciation
on investments.................................... 552,265
---------
Net increase in net assets resulting from operations...... $621,111
---------
---------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
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QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD NOVEMBER 8, 1994 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1995
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OPERATIONS
Net investment income............................................ $68,846
Net realized gain on investments................................. 257,638
Net unrealized appreciation on investments....................... 294,627
------------
Net increase in net assets resulting from operations........... 621,111
------------
DIVIDENDS TO SHAREHOLDERS OF BENEFICIAL INTEREST
Net investment income ($.037 per share)........................... (7,466)
------------
SHARE TRANSACTIONS OF BENEFICIAL INTEREST
Net proceeds from sales........................................... 3,529,359
Reinvestment of dividends......................................... 7,226
Cost of shares redeemed........................................... (503,662)
------------
Net increase in net assets from share transactions
of beneficial interest....................................... 3,032,923
------------
Total increase in net assets................................... 3,646,568
NET ASSETS:
Beginning of period.............................................. 0
------------
End of period (including undistributed net investment income
of $61,380).................................................... $3,646,568
------------
------------
SHARES OF BENEFICIAL INTEREST ISSUED AND REDEEMED
Issued............................................................ 339,572
Issued from reinvestment of dividends............................. 713
Redeemed.......................................................... (43,886)
------------
Net increase.................................................... 296,399
------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
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<PAGE>
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QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
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(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Quest for Value Officers Fund (the "Fund") is one of nine portfolios 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 "Adviser") serves as the Fund's investment adviser
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 Adviser 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 October
31, 1995, the Adviser has voluntarily waived its investment advisory fee of
$28,182 and reimbursed the Fund for all other operating expenses of $27,467.
<PAGE>
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QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 31, 1995
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(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 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. Compensation for Class B and Class C shares of the Fund is
at an annual rate of .75% of average daily net assets. All three classes 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 October 31,
1995, there were no distribution related activities; therefore no compensation
accrued or paid by the Fund.
(c) Total brokerage commissions paid by the Fund amounted to $11,593 of
which $4,461 was paid to Oppenheimer & Co., Inc., an affiliate of the Adviser.
(3) PURCHASES AND SALES OF SECURITIES
For the period November 8, 1994 (commencement of operations) to October 31,
1995, purchases and sales of investment securities, other than short-term
securities, aggregated $3,805,864 and $2,226,410, respectively.
(4) UNREALIZED APPRECIATION (DEPRECIATION) AND COST OF INVESTMENTS FOR FEDERAL
INCOME TAX PURPOSES
At October 31, 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 $296,000 and aggegrate
gross unrealized depreciation (all investments in which there is an excess of
tax cost over value) amounted to $1,373, resulting in net unrealized
appreciation of $294,627.
(5) SUBSEQUENT EVENTS
On November 22, 1995, OCC Distributors (previously Quest for Value
Distributors), OpCap Advisors (previously Quest for Value Advisors), their
parent Oppenheimer Capital and Oppenheimer Management Corporation ("OMC")
consummated a transaction which resulted in the sale to OMC of certain mutual
fund assets of OCC Distributors and OpCap Advisors including the transfer of the
management agreements and other contracts relating to certain Quest for Value
Funds and the use of the name "Quest for Value". As part of the transaction,
certain former Quest for Value Funds, including the Quest for Value Fund, the
Opportunity Fund, the Small Capitalization Fund, the Officers Fund and the
Growth and Income Fund, portfolios of Quest for Value Family of Funds, have
entered into an investment advisory agreement with OMC and OMC has entered into
a sub-advisory agreement with OpCap Advisors with respect to each of such Funds.
Pursuant to the transaction, the U.S. Government Income Fund, the Investment
Quality Income Fund, the National Tax-Exempt Fund, the California Tax-Exempt
Fund and the New York Tax-Exempt Fund were reorganized into the Oppenheimer U.S.
Government Trust, the Oppenheimer Bond Fund, the Oppenheimer Tax-Free Bond Fund,
the Oppenheimer California Tax-Exempt Fund and the Oppenheimer New York
Tax-Exempt Fund, respectively.
<PAGE>
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QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
FINANCIAL HIGHLIGHTS
NOVEMBER 8, 1994 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1995
- --------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
<S> <C>
Net Asset Value, beginning of period....................................................... $10.00 (1)
-------------
Net investment income...................................................................... 0.24
Net realized and unrealized gain on investments............................................ 2.10
-------------
Total from investment operations......................................................... 2.34
Dividends to shareholders from net investment income....................................... (0.04)
-------------
Net Asset Value, end of period............................................................. $12.30
-------------
-------------
Total investment return*................................................................... 23.44%
-------------
Net assets, end of period.................................................................. $3,646,568
-------------
Ratio of net operating expenses to average net assets...................................... 0.00%(2,3,4)
-------------
Ratio of net investment income to average net assets....................................... 2.44%(2,3,4)
-------------
Portfolio turnover rate.................................................................... 108%
-------------
</TABLE>
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(1) Offering price.
(2) During the period presented above, the Adviser 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 1.97% and 0.47%, respectively.
(3) Average net assets for the period November 8, 1994 (commencement of
operations) to October 31, 1995 were $2,873,318.
(4) Annualized.
* Assumes reinvestment of all dividends. Aggregate (not annualized) total
return is shown.
<PAGE>
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INDEPENDENT AUDITORS' REPORT
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To the Shareholders and Trustees of Quest for Value Family of Funds:
We have audited the accompanying statement of assets and liabilities of the
Officers Fund of Quest for Value Family of Funds, including the schedule of
investments, as of October 31, 1995 and the related statements of operations,
changes in net assets and financial highlights for the period November 8, 1994
(commencement of operations) to October 31, 1995. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of October 31, 1995 by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Officers Fund of Quest for Value Family of Funds, as of October 31, 1995, the
results of its operations, the changes in its net assets and financial
highlights for the period November 8, 1994 (commencement of operations) to
October 31, 1995, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
New York, New York
December 20, 1995
<PAGE>
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TAX INFORMATION
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We are required by Subchapter M of the Internal Revenue Code of 1986, as
amended, to advise you within 60 days of the fund's fiscal year end (October 31,
1995) as to the Federal tax status of the dividend received by shareholders
during such fiscal year. Accordingly, we are advising you that during the
period November 8, 1994 (commencement of operations) to October 31, 1995, the
fund paid a per share dividend to shareholders as follows:
TAXABLE AS ORDINARY INCOME
------------------------------
NET INVESTMENT SHORT-TERM LONG-TERM
INCOME CAPITAL GAINS CAPITAL GAINS
-------------- -------------- ---------------
OFFICERS FUND
Class A............. $0.0366 - -
Class B............. - - -
Class C............. - - -
Since the period ended for the fund is not the calendar year, another
notification will be sent with respect to calendar year 1995. In January 1996,
you will be advised on IRS Form 1099 DIV as to the Federal tax status of the
dividend received by you in calendar 1995. The amount that will be reported,
will be the amount to use on your 1995 Federal income tax return and probably
will differ from the amount which we must report for the period November 8, 1994
(commencement of operations) to October 31, 1995 for the fund. Shareholders are
advised to consult with their own tax advisers as to the Federal, state and
local tax status of the fund's income dividend received.
<PAGE>
QUEST FOR VALUE
OFFICERS FUND
TRUSTEES AND OFFICERS
Joseph M. La Motta Trustee, President
Paul Y. Clinton Trustee
Thomas W. Courtney Trustee
Lacy B. 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 ADVISER
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.
