UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                    Washington, DC 20549

                                         FORM N-PX

      ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY



Investment Company Act file number:                     811-08299

Exact name of registrant as specified in charter:       Oppenheimer International
                                                        Small Company Fund

Address of principal executive offices:                 6803 South Tucson Way
                                                        Centennial, CO 80112

Name and address of agent for service:                  Two World Financial Center
                                                        225 Liberty Street
                                                        New York, NY 10281-1008

Registrant's telephone number, including area code:     303-768-3200

Date of fiscal year end:                                8/31

Date of reporting period:                               07/01/2003-06/30/2004

Item 1.           Proxy Voting Record




================= OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND =================


ASHOK LEYLAND

Ticker:                      Security ID:  INE208A01011
Meeting Date: JUL 22, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Dividends of INR 5 Per Share      For       For        Management
3     Reappoint D.G. Hinduja as Director        For       For        Management
4     Reappoint S.R. Kirshnaswamy as Director   For       For        Management
5     Reappoint E.A. Kshirsagar as Director     For       For        Management
6     Reappoint M. Bianchi as Director          For       For        Management
7     Approve M.S. Krishnaswami & Rajan and For       For        Management
      Price Waterhouse as Auditors and
      Authorize Board to Fix Their Remuneration
8     Approve Delisting of Company Shares       For       For        Management
9     Approve Pledging of Assets for Debt up to For       For        Management
      an Aggregate Amount of INR 2.3 Billion


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ASHOK LEYLAND

Ticker:                      Security ID:  INE208A01011
Meeting Date: FEB 28, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights up to an Aggregate
      Amount of US$100 Million
2     Approve Issuance of Shares for Private    For       Against    Management
      Placement up to an Aggregate Amount of
      $100 Million
3     Approve 10-for-1 Stock Split              For       For        Management
4     Amend Memorandum of Association Re:       For       For        Management
      Change in Authorized Capital Structure to
      Reflect Stock Split
5     Amend Articles of Association Re: Change  For       For        Management
      in Authorized Capital Structure to
      Reflect Stock Split


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AYGAZ

Ticker:                      Security ID:  TRAAYGAZ91E0
Meeting Date: APR 8, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Presiding Council of Meeting        For       Did Not    Management
                                                          Vote
2     Accept Financial Statements, Board and    For       Did Not    Management
      Statutory Reports                                   Vote
3     Approve Discharge of Board and Internal   For       Did Not    Management
      Auditors                                            Vote
4     Approve Allocation of Income              For       Did Not    Management
                                                          Vote
5     Elect Directors                           For       Did Not    Management
                                                          Vote
6     Elect Internal Auditors                   For       Did Not    Management
                                                          Vote
7     Approve Remuneration of Directors and     For       Did Not    Management
      Internal Auditors                                   Vote
8     Ratify Independent External Auditors      For       Did Not    Management
                                                          Vote
9     Approve Donations Made in Financial Year  For       Did Not    Management
      2003                                                Vote
10    Grant Permission for Board Members to     For       Did Not    Management
      Engage in Commercial Transactions with              Vote
      the Company and Be Involved with
      Companies with Similar Corporate Purpose
11    Authorize Presiding Council to Sign       For       Did Not    Management
      Minutes of Meeting                                  Vote


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BALAJI TELEFILMS LTD.

Ticker:                      Security ID:  INE794B01026
Meeting Date: AUG 21, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Dividends of INR 1.5 Per Share    For       For        Management
3     Reappoint J. Kapoor as Director           For       For        Management
4     Approve Deloitte Haskins & Sells, and For       For        Management
      Snehal & Associates, as Joint Auditors
      and Authorize Board to Fix Their
      Remuneration
5     Appoint D. Kaji as Director               For       For        Management
6     Approve Remuneration of S. Kapoor,        For       For        Management
      Managing Director and CEO
7     Approve Remuneration of E. Kapoor,        For       For        Management
      Creative Director
8     Approve Remuneration of J. Kapoor,        For       For        Management
      Chairman
9     Approve Commission Remuneration of        For       For        Management
      Non-executive Directors


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BANCO LATINOAMERICANO DE EXPORTACIONES

Ticker:       BLX            Security ID:  P16994132
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE BANK S AUDITED FINANCIAL  For       For        Management
      STATEMENTS FOR THE FISCAL YEAR ENDED
      DECEMBER 31, 2003.
2     Ratify Auditors                           For       For        Management
3.1   Elect  Director Herminio Blanco           For       For        Management
3.2   Elect  Director William Hayes             For       For        Management
3.3   Elect  Director Alexandre Lodygensky      For       For        Management
3.4   Elect Jaime Rivera                        For                  Management


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BERJAYA SPORTS TOTO BHD.

Ticker:                      Security ID:  MYL1562OO007
Meeting Date: OCT 22, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for the Year Ended Apr. 30, 2002
2     Approve Final Dividend of 28 Percent Per  For       For        Management
      Share Less Income Tax for the Year Ended
      Apr. 30, 2002
3     Approve Remuneration of Directors         For       For        Management
      Amounting to MYR35,000 for the Year Ended
      Apr. 30, 2002
4     Elect Robin Tan Yeong Ching as Director   For       For        Management
5     Elect Mohamed Saleh Bin Gomu as Director  For       For        Management
6     Elect Thong Yaw Hong as Director          For       For        Management
7     Elect Jaffar Bin Abdul as Director        For       For        Management
8     Approve Ernst & Young as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration
9     Approve Issuance of Equity or             For       For        Management
      Equity-Linked Securities without
      Preemptive Rights in Any Amount Up to Ten
      Percent of Issued Share Capital
10    Amend Articles of Association             For       For        Management


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BERJAYA SPORTS TOTO BHD.

Ticker:                      Security ID:  MYL1562OO007
Meeting Date: OCT 22, 2003   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Implementation of Shareholders'   For       For        Management
      Mandate for Recurrent Related Party
      Transactions
2     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital


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BTG PLC

Ticker:                      Security ID:  GB0001001592
Meeting Date: JUL 23, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Reelect Ian Harvey as Director            For       For        Management
3     Reelect Brian Fender as Director          For       For        Management
4     Elect William Jenkins as Director         For       For        Management
5     Ratify KPMG Audit Plc as Auditors         For       For        Management
6     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
7     Approve Remuneration Report               For       For        Management
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      GBP 2.46 Million
9     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of GBP 527,000
10    Amend Articles of Association Re: Golden  For       For        Management
      Share


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BTG PLC

Ticker:                      Security ID:  GB0001001592
Meeting Date: MAR 1, 2004    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Increase in Authorised Capital to For       For        Management
      GBP 20,510,000
2     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 3,289,673


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BUHRMANN N.V. (FORMERLY KNP BT (N.V. KONINKLIJKE KNP)

Ticker:                      Security ID:  NL0000343135
Meeting Date: OCT 8, 2003    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2.1   Approve Sale of Paper Merchanting         For       For        Management
      Division for a Consideration of Between
      EUR 706 and EUR 732 Million to PaperlinX
      Ltd.
2.2   Amend Articles Regarding Convertible      For       For        Management
      Class C Preference Shares (Conversion
      Price, Dividends, Other Terms) to Reflect
      Sale of Paper Merchanting Division
3     Elect John Hannan to Supervisory Board    For       For        Management
4     Other Business (Non-Voting)               None      None       Management
5     Close Meeting                             None      None       Management


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CARLSBERG

Ticker:                      Security ID:  DK0010181759
Meeting Date: MAR 18, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Report of Board                   None      Did Not    Management
                                                          Vote
2     Approve Financial Statements and          For       Did Not    Management
      Discharge Directors                                 Vote
3     Approve Allocation of Income and          For       Did Not    Management
      Dividends of DKK 5 Per Share                        Vote
4     Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
5.1   Approve DKK 28.4 Reduction in Share       For       Did Not    Management
      Capital via Share Cancellation                      Vote
5.2   Approve Creation of DKK 400 Million Pool  For       Did Not    Management
      of Conditional Capital without Preemptive           Vote
      Rights; Extend Term of DKK 10 Million
      Employee Stock Purchase Plan; Approve
      Issuance of Convertible Bonds Up To DKK
      639 Million; Approve Loans Up To DKK 200
      Million
5.3   Amend Articles Re: Require AGM to Be Held For       Did Not    Management
      No Later Than Four Months After End of              Vote
      Fiscal Year; Stipulate that Annual Report
      Be Sent Only to Shareholders Upon
      Request; Editorial Changes
5.4   Amend Articles Re: Editorial Changes      For       Did Not    Management
                                                          Vote
5.5   Amend Articles Re: Right to Sign on       For       Did Not    Management
      Behalf of Company                                   Vote
6     Reelect Povl Krogsgaard-Larsen, Jens      For       Did Not    Management
      Bigum, and Torkild Andersen as Directors            Vote
7     Ratify PricewaterhouseCoopers and KPMG C. For       Did Not    Management
      Jespersen as Auditors                               Vote


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CLEAR MEDIA

Ticker:                      Security ID:  BMG219901094
Meeting Date: MAY 28, 2004   Meeting Type: Special
Record Date:  MAY 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Maintenance Services Agreements,  For       For        Management
      Related Continuing Connected Transactions
      and Proposed Caps
2     Approve Framework Agreement, Related      For       For        Management
      Continuing Connected Transactions and
      Proposed Caps


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CLEAR MEDIA

Ticker:                      Security ID:  BMG219901094
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  MAY 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Reelect Directors and Authorize Board to  For       For        Management
      Fix Their Remuneration
3     Approve Auditors and Authorize Board to   For       For        Management
      Fix Their Remuneration
4     Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
5     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
6     Authorize Reissuance of Repurchased       For       For        Management
      Shares


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CLEAR MEDIA

Ticker:                      Security ID:  BMG219901094
Meeting Date: MAY 28, 2004   Meeting Type: Special
Record Date:  MAY 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Grant of Options to Han Zi Jing   For       Against    Management
      to Subscribe for an Aggregate Number of
      1.9 Million Shares in Respect of the
      Board Resolution Dated May 28, 2003 and
      1.0 Million Shares in Respect of a Board
      Resolution Dated Nov. 19, 2003
2     Amend Bylaws Re: Voting at General        For       For        Management
      Meetings, Nomination of Directors,
      Material Interest of Directors in
      Contracts Entered into by the Company,
      Electronic Communication


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COMFORTDELGRO CORP LTD

Ticker:                      Security ID:  SG1N31909426
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Adopt Financial Statements and Directors' For       For        Management
      and Auditors' Reports
2     Declare Final Dividend of SGD 0.031 Per   For       For        Management
      Share
3     Approve Directors' Fees of SGD 377,891    For       For        Management
      for the Year Ended Dec. 31, 2003
4     Reelect Lim Jit Poh as Director           For       For        Management
5     Reelect Kua Hong Pak as Director          For       For        Management
6     Reelect Tow Heng Tan as Director          For       For        Management
7     Reelect David Wong Chin Huat as Director  For       For        Management
8     Reappoint Deloitte & Touche as Auditors   For   For        Management
      and Authorize Board to Fix Their
      Remuneration
9     Other Business (Voting)                   For       For        Management
10    Approve Issuance of Shares without        For       For        Management
      Preemptive Rights
11    Approve Issuance of Shares and Grant of   For       Against    Management
      Options Pursuant to the Employees' Share
      Option Scheme


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COSEL CO. LTD.

Ticker:                      Security ID:  JP3283700007
Meeting Date: AUG 12, 2003   Meeting Type: Annual
Record Date:  MAY 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 7,
      Final JY 12, Special JY 0
2     Authorize Share Repurchase Program        For       For        Management
3     Amend Articles to: Lower Quorum           For       Against    Management
      Requirement for Special Business
4.1   Elect Director                            For       For        Management
4.2   Elect Director                            For       For        Management
4.3   Elect Director                            For       For        Management
4.4   Elect Director                            For       For        Management
4.5   Elect Director                            For       For        Management
4.6   Elect Director                            For       For        Management
4.7   Elect Director                            For       For        Management
4.8   Elect Director                            For       For        Management
4.9   Elect Director                            For       For        Management
5.1   Appoint Internal Statutory Auditor        For       Against    Management
5.2   Appoint Internal Statutory Auditor        For       For        Management
5.3   Appoint Internal Statutory Auditor        For       For        Management
6     Approve Retirement Bonus for Statutory    For       For        Management
      Auditor


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CRISIL LTD. (FRMRLY. CREDIT RATING INF. SERVICE OF INDIA)

Ticker:                      Security ID:  INE007A01017
Meeting Date: DEC 2, 2003    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change Company Name to CRISIL Ltd.        For       For        Management


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CRISIL LTD. (FRMRLY. CREDIT RATING INF. SERVICE OF INDIA)

Ticker:                      Security ID:  INE007A01017
Meeting Date: JUL 21, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Dividends of INR 10 Per Share     For       For        Management
3     Reappoint S.A. Dave as Director           For       For        Management
4     Reappoint B.R. Shah as Director           For       For        Management
5     Reappoint M.G. Bhide as Director          For       For        Management
6     Approve S.B. Billimoria & Co. as Auditors For   For        Management
      and Authorize Board to Fix Their
      Remuneration
7     Approve Remuneration of Non-executive     For       For        Management
      Directors


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DRAKE BEAM MORIN JAPAN INC.

Ticker:                      Security ID:  JP3741100006
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       Against    Management
      the Following Dividends: Interim JY 0,
      Final JY 80, Special JY 0
2     Approve Stock-Swap Merger Agreement with  For       Against    Management
      Meitec Corp.
3.1   Elect Director                            For       Against    Management
3.2   Elect Director                            For       Against    Management
3.3   Elect Director                            For       Against    Management
3.4   Elect Director                            For       Against    Management
4     Approve Retirement Bonus for Director     For       Against    Management


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E.BISCOM SPA

Ticker:                      Security ID:  IT0001423562
Meeting Date: APR 21, 2004   Meeting Type: Annual/Special
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Appoint Internal Statutory Auditors       For       For        Management
2     Accept Financial Statements and Statutory For       For        Management
      Reports
3     Integrate Mandate to External Auditors    For       For        Management
      Elected For the Three-Year Term
      2002-2004; Update Remuneration of
      Auditors
1     Amend Articles To Reflect New Italian     For       Against    Management
      Company Law Regulations


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ELDORADO GOLD CORP LTD.

Ticker:       ELD            Security ID:  CA2849021035
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  APR 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John S. Auston            For       For        Management
1.2   Elect  Director K. Ross Cory              For       For        Management
1.3   Elect  Director Robert R. Gilmore         For       For        Management
1.4   Elect  Director Wayne D. Lenton           For       For        Management
1.5   Elect  Director Hugh C. Morris            For       For        Management
1.6   Elect  Director Paul N. Wright            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Authorize Board to Fix Remuneration of    For       For        Management
      the Auditors
4     Amend Incentive Stock Option Plan         For       Against    Management


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ELECTROVAYA INC.(FORMERLY ELECTROFUEL INC)

Ticker:       EFL.           Security ID:  CA28617B1013
Meeting Date: MAR 26, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sankar Das Gupta           For       For        Management
1.2   Elect Director Bejoy Das Gupta            For       For        Management
1.3   Elect Director Michael Gopikanth          For       For        Management
1.4   Elect Director James Jacobs               For       For        Management
1.5   Elect Director Sydney McMorran            For       For        Management
1.6   Elect Director George Paterson            For       For        Management
1.7   Elect Director Pandit Patil               For       For        Management
2     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors


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ELEKTA AB

Ticker:                      Security ID:  SE0000163628
Meeting Date: SEP 22, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Elect Chairman of Meeting                 For       Did Not    Management
                                                          Vote
3     Prepare and Approve List of Shareholders  For       Did Not    Management
                                                          Vote
4     Approve Agenda of Meeting                 For       Did Not    Management
                                                          Vote
5     Designate Inspector or Shareholder        For       Did Not    Management
      Representative(s) of Minutes of Meeting             Vote
6     Acknowledge Proper Convening of Meeting   For       Did Not    Management
                                                          Vote
7     Receive Financial Statements and          None      Did Not    Management
      Statutory Reports                                   Vote
8     Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
9     Approve Allocation of Income and Omission For       Did Not    Management
      of Dividends                                        Vote
10    Approve Discharge of Board and President  For       Did Not    Management
                                                          Vote
11    Determine Number of Members (6) and       For       Did Not    Management
      Deputy Members (0) of Board                         Vote
12    Approve Remuneration of Directors in the  For       Did Not    Management
      Aggregate Amount of SEK 960,000; Approve            Vote
      Remuneration of Auditors
13    Reelect Akbar Seddigh, Magnus Schmidt,    For       Did Not    Management
      Carl Palmstierna, Tommy Karlsson, and               Vote
      Laurent Leksell as Directors; Elect Hans
      Barella as New Director
14    Approve SEK 13 Million Reduction in Share For       Did Not    Management
      Capital via Share Cancellation                      Vote
15    Authorize Chairman of Board to Appoint    For       Did Not    Management
      Members of Election Committee                       Vote
16    Shareholder Proposal: Authorize General   Against   Did Not    Shareholder
      Meeting to Appoint Members of Election              Vote
      Committee


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EPCOS AG

Ticker:                      Security ID:  DE0005128003
Meeting Date: FEB 11, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and Omission For       For        Management
      of Dividends
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2002/2003
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2002/2003
5     Ratify KPMG as Auditors                   For       For        Management
6     Amend Articles Re: Use of Electronic      For       For        Management
      Means at Shareholder Meetings; Use of
      Electronic Means to Register or Deposit
      Shares; Allow Participation in General
      Meeting via Electronic Means
7     Approve Issuance of Convertible Bonds     For       For        Management
      and/or Bonds with Warrants Attached up to
      Aggregate Nominal Amount of EUR 500
      Million with Preemptive Rights; Approve
      Creation of EUR 6.5 Million Pool of
      Conditional Capital to Guarantee
      Conversion Rights
8     Approve Creation of EUR 13 Million Pool   For       For        Management
      of Conditional Capital with Preemptive
      Rights
9     Approve Stock Option Plan for Key         For       For        Management
      Employees; Approve Creation of EUR 2.5
      Million Pool of Conditional Capital to
      Guarantee Conversion Rights


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FONGS INDUSTRIES CO LTD

Ticker:                      Security ID:  BMG3615C1073
Meeting Date: MAY 25, 2004   Meeting Type: Special
Record Date:  MAY 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
2     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
3     Authorize Reissuance of Repurchased       For       For        Management
      Shares
1     Amend Bylaws Re: Voting at General        For       For        Management
      Meetings, Material Interest of Directors
      in Contracts Entered into by the Company,
      Nomination of Directors, Electronic
      Communication


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FONGS INDUSTRIES CO LTD

Ticker:                      Security ID:  BMG3615C1073
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAY 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final/Special Dividend            For       For        Management
3a1   Reelect Fong Sou Lam as Director          For       For        Management
3a2   Reelect Lee Che Chiu as Director          For       For        Management
3a3   Reelect Fong Kwok Leung, Kevin as         For       For        Management
      Director
3a4   Reelect Fong Kwok Chung, Bill as Director For       For        Management
3a5   Reelect Cheuk Hon Kin, Kelvin as Director For       For        Management
3a6   Reelect Tsui Tak Ming, William as         For       For        Management
      Director
3a7   Reelect Poon Hang Sim, Blanche as         For       For        Management
      Director
3a8   Reelect Cheung Chiu Fan as Director       For       For        Management
3a9   Reelect Lui Chi Lung, Louis as Director   For       For        Management
3a10  Reelect Mo Yiu Leung, Jerry as Director   For       For        Management
3b    Fix Maximum Number of Directors           For       For        Management
4     Reappoint Deloitte Touche Tohmatsu as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration


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G-MODE CO. LTD.

Ticker:                      Security ID:  JP3385910009
Meeting Date: JUN 29, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 3000, Special JY 0
2     Amend Articles to: Authorize Share        For       Against    Management
      Repurchases at Board's Discretion -
      Abolish Retirement Bonus System
3.1   Appoint Internal Statutory Auditor        For       For        Management
3.2   Appoint Internal Statutory Auditor        For       For        Management
4     Appoint External Audit Firm               For       For        Management


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G.ACCION

Ticker:       GACNY          Security ID:  MXP371121015
Meeting Date: MAY 24, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income; Set         For       For        Management
      Aggregate Amount for Repurchase of Shares
3     Accept Audit Committee Report             For       For        Management
4     Elect Principals and Alternates to        For       For        Management
      Management and Supervisory Boards; Elect
      Members of Various Board Committees
5     Approve Remuneration of Management and    For       For        Management
      Supervisory Board Members
6     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting


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G.ACCION

Ticker:       GACNY          Security ID:  MXP371121015
Meeting Date: MAR 23, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Sale of Company Assets at its     For       For        Management
      Subsidiaries Inmobiliaria Firpo Fiesta,
      Opcion Jamantab, Opcion Santa Fe and
      Opcion Altavista; Sale of All Shares of
      Operadora de Centros Comerciales Opcion
      and Centro de Acopio Tepotzotlan
2     Amend Terms of Convertible Bond Issuance; For       For        Management
      Amend Minutes Re: Amendments to
      Convertible Bond Issuance; Ratify
      Amendment to Financing Agreement
3     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting


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

GIGNO SYSTEM JAPAN

Ticker:                      Security ID:  JP3386350007
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 1500, Special JY 0
2     Amend Articles to: Authorize Share        For       Against    Management
      Repurchases at Board's Discretion
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       For        Management
4.3   Appoint Internal Statutory Auditor        For       For        Management
4.4   Appoint Internal Statutory Auditor        For       Against    Management
5     Approve Executive Stock Option Plan       For       For        Management


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

GREAT EAGLE HOLDINGS LTD

Ticker:                      Security ID:  BMG4069C1486
Meeting Date: MAY 19, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
2     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
3     Authorize Reissuance of Repurchased       For       For        Management
      Shares
4     Amend Bylaws Re: Voting at General        For       For        Management
      Meetings, Material Interest of Directors
      in Contracts Entered into by the Company,
      Nomination of Directors and Release of
      Corporate Communications and Summary
      Financial Reports


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

GREAT EAGLE HOLDINGS LTD

Ticker:                      Security ID:  BMG4069C1486
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of HK$0.10 Per     For       For        Management
      Share
3a    Reelect Lo Hong Sui, Antony as Director   For       For        Management
3b    Reelect Lo Ying Sui, Archie as Director   For       For        Management
3c    Reelect Wong Yue Chim, Richard as         For       For        Management
      Director
3d    Reelect Lee Pui Ling, Angelina as         For       For        Management
      Director
4     Fix Maximum Number of Directors at 15 and For       For        Management
      Authorize Board to Appoint Additional
      Directors Up to Such Maximum Number
      Determined
5     Approve Remuneration of HK$20,000 Payable For       For        Management
      to Each Director for the Year Ending Dec.
      31, 2004
6     Reappoint Deloitte Touche Tohmatsu as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration


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

HIT ENTERTAINMENT PLC

Ticker:                      Security ID:  GB0009353409
Meeting Date: OCT 16, 2003   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve HIT Entertainment PLC Long-Term   For       For        Management
      Incentive Plan 2003
2     Amend HIT Entertainment PLC Approved      For       For        Management
      Share Option Plan 2001, HIT Entertainment
      PLC Unapproved Share Option Plan 2001,
      and HIT Entertainment PLC Long Term
      Incentive Plan 2001


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

IMPRESA SGPS SA

Ticker:                      Security ID:  PTIPR0AM0000
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       For        Management
      Financial Statements and Statutory
      Reports
2     Approve Allocation of Income              For       For        Management
3     Approve Discharge of Management and       For       For        Management
      Supervisory Boards
4     Ratify Remuneration of Antonio Candido    For       For        Management
      Seruca de Carvalho Salgado as Approved by
      Remuneration Committee
5     Amend Articles                            None      Against    Shareholder


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

IMPRESA SGPS SA

Ticker:                      Security ID:  PTIPR0AM0000
Meeting Date: SEP 10, 2003   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Authorize EUR 12 Million Capital Increase For       For        Management
      Through Issuance of 12 Million New Shares
      at EUR 1.66 per Share; Amend Article 4
      Accordingly


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

INMET MINING CORP.

Ticker:       IMN.           Security ID:  CA4579831047
Meeting Date: APR 29, 2004   Meeting Type: Annual/Special
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect David R. Beatty, Paul E. Gagne,     For       For        Management
      Oyvind Hushovd, William James, Jyrki
      Juusela, Thomas E. Kierans, W. Warren
      Holmes, Richard Ross and James M. Tory as
      Directors
2     Ratify KPMG LLP as Auditors               For       For        Management
3     Reconfirmation of the Corporations        For       Against    Management
      Amended and Restated Shareholder Rights
      Plan.


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

INTELLIGENT WAVE INC.

Ticker:                      Security ID:  JP3153100007
Meeting Date: SEP 25, 2003   Meeting Type: Annual
Record Date:  JUN 30, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 500, Special JY 0
2     Authorize Share Repurchase Program        For       For        Management
3     Amend Articles to: Expand Business Lines  For       For        Management
      - Lower Quorum Requirement for Special
      Business
4.1   Elect Director                            For       For        Management
4.2   Elect Director                            For       For        Management
4.3   Elect Director                            For       For        Management
4.4   Elect Director                            For       For        Management
4.5   Elect Director                            For       For        Management
4.6   Elect Director                            For       For        Management
5     Approve Retirement Bonuses for Directors  For       For        Management
6     Approve Executive Stock Option Plan       For       For        Management


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

IROONET

Ticker:                      Security ID:  KR7041030008
Meeting Date: MAR 19, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income and       For       For        Management
      Dividends of KRW 200 Per Share
2     Approve Limit on Remuneration of          For       For        Management
      Directors
3     Approve Limit on Remuneration of Auditors For       For        Management


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

ITOUCH     PLC

Ticker:                      Security ID:  GB0009203687
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Re-elect Roger Parry as Director          For       For        Management
3     Re-elect David Sculley as Director        For       For        Management
4     Re-elect Wayne Pitout as Director         For       For        Management
5     Elect Gavin O'Reilly as Director          For       For        Management
6     Elect Michael Le Houx as Director         For       For        Management
7     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
8     Approve Remuneration Report               For       For        Management
9     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 1,289,307.72
10    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 193,396.16


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

ITOUCH     PLC

Ticker:                      Security ID:  GB0009203687
Meeting Date: MAY 14, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Consider Measures to Address the Decline  None      None       Management
      in the Company's Net Asset Value Relative
      to Its Capital
2     Approve Purchase of 6,850,051,104         For       For        Management
      Deferred Shares of 1 Pence Each in the
      Capital of the Company from Richard
      Abigail


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

KENNEDY-WILSON JAPAN

Ticker:                      Security ID:  JP3281630008
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, with No     For       For        Management
      Dividends
2     Amend Articles to: Amend Business Lines - For       For        Management
      Increase Authorized Capital from 95,280
      to 190,560 Shares - Authorize Share
      Repurchases at Board's Discretion
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       For        Management
5     Approve Executive Stock Option Plan       For       Against    Management


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

LASTMINUTE.COM PLC

Ticker:                      Security ID:  GB0001583078
Meeting Date: MAR 4, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Elect Clive Jacobs as Director            For       For        Management
4     Elect Agnes Touraine as Director          For       For        Management
5     Elect Sven Boinet as Director             For       For        Management
6     Elect Ian McCaig as Director              For       For        Management
7     Re-elect Allan Leighton as Director       For       For        Management
8     Approve Ernst and Young LLP as Auditors   For       For        Management
      and Authorise Board to Fix Their
      Remuneration
9     Approve the lastminute.com plc Annual     For       For        Management
      Share Bonus Plan, the lastminute.com plc
      Long Term Incentive Plan and the
      lastminute.com plc Share Incentive Plan
10    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 1,172,008
11    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 150,249


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

LEOPALACE21 CORP.

Ticker:                      Security ID:  JP3167500002
Meeting Date: JUN 29, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 10, Special JY 5
2     Amend Articles to: Authorize Share        For       Against    Management
      Repurchases at Board's Discretion
3.1   Appoint Internal Statutory Auditor        For       For        Management
3.2   Appoint Internal Statutory Auditor        For       For        Management
4     Approve Adjustment to Aggregate           For       For        Management
      Compensation Ceiling for Statutory
      Auditors


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

MACMILLAN INDIA LTD

Ticker:                      Security ID:  INE943D01017
Meeting Date: JUN 25, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Total Dividends of INR 7 Per      For       For        Management
      Share
3     Reappoint D.E. Udwadia as Director        For       For        Management
4     Reappoint R.R. Chari as Director          For       For        Management
5     Approve Fraser & Ross as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration
6     Approve Remuneration of D. Banerjee,      For       For        Management
      Executive Director
7     Approve Reappointment and Remuneration of For       For        Management
      D. Banerjee, Executive Director
8     Approve Remuneration of R. Beri,          For       For        Management
      Executive Director


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

MARICO INDUSTRIES LTD.

Ticker:                      Security ID:  INE196A01018
Meeting Date: JUL 17, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Interim Dividends of INR 1.5 and  For       For        Management
      INR 1 Per Common Share, and Approve
      Dividend of 8 Percent on Preference
      Shares
3     Approve Dividends of INR 2 Per Common     For       For        Management
      Share
4     Reappoint N. Khattau as Director          For       For        Management
5     Approve RSM & Co. as Auditors and     For       For        Management
      Authorize Board to Fix Their Remuneration
6     Appoint R. Bakshi as Director             For       For        Management


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

MARICO INDUSTRIES LTD.

Ticker:                      Security ID:  INE196A01018
Meeting Date: JAN 2, 2004    Meeting Type: Court
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement with Anandita    For       For        Management
      Arnav Trading & Investment Private Ltd.,
      Madhav Nandini Trading & Investment
      Private Ltd., Rajvi Rishabh Trading &
      Investment Private Ltd. and Rishabh Harsh
      Trading & Investment Private Ltd.


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

MARICO INDUSTRIES LTD.

Ticker:                      Security ID:  INE196A01018
Meeting Date: APR 21, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reclassification of Authorized    For       For        Management
      Share Capital
2     Authorize Capitalization of Reserves for  For       For        Management
      Bonus Issue


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

MOTHERCARE PLC (FORMERLY STOREHOUSE PLC)

Ticker:                      Security ID:  GB0009067447
Meeting Date: JUL 18, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       Against    Management
3     Reelect Ian Peacock as Director           For       For        Management
4     Reelect Ben Gordon as Director            For       For        Management
5     Reelect Stephen Glew as Director          For       For        Management
6     Reelect Bernard Cragg as Director         For       For        Management
7     Approve Deloitte and Touche as Auditors   For       For        Management
      and Authorize Board to Fix Their
      Remuneration
8     Approve Long-Term Incentive Plan          For       Against    Management
9     Approve Share Matching Scheme             For       Against    Management
10    Authorize 7 million Shares for Share      For       For        Management
      Repurchase Program
11    Approve Increase in Remuneration of       For       For        Management
      Non-executive Directors to GBP 60,000


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

NAVNEET PUBLICATIONS INDIA

Ticker:                      Security ID:  INE060A01016
Meeting Date: SEP 15, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Reappoint H.R. Gala as Director           For       For        Management
3     Reappoint K.S. Vikamsey as Director       For       For        Management
4     Reappoint S. K. Vikamsey as Director      For       For        Management
5     Approve Ghall & Bhansall as Auditors and  For   For        Management
      Authorize Board to Fix Their Remuneration
6     Approve Nitin K. Shah & Co. as Branch For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
7     Appoint V. Rai as Director                For       For        Management
8     Approve Voluntary Delisting of Company    For       For        Management
      Shares


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

NCSOFT

Ticker:                      Security ID:  KR7036570000
Meeting Date: MAR 26, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income, with No  For       For        Management
      Dividends
2     Amend Articles of Incorporation Re:       For       For        Management
      Business Objectives
3     Elect Directors                           For       For        Management
4     Appoint Auditor                           For       For        Management
5     Approve Limit on Remuneration of          For       For        Management
      Directors
6     Approve Limit on Remuneration of Auditors For       For        Management


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

NEOWIZ CORPORATION

Ticker:                      Security ID:  KR7042420000
Meeting Date: MAR 26, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements              For       For        Management
2     Elect Director(s)                         For       For        Management
3     Elect External Director(s)                For       For        Management
4     Amend Articles of Incorporation Re:       For       For        Management
5     Approve Limit on Remuneration of          For       For        Management
      Directors


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

NORSKE SKOG CNA LTD (FRMLY FLETCHER CHALLENGE CAN LTD)

Ticker:       NS.            Security ID:  CA65653R1038
Meeting Date: APR 29, 2004   Meeting Type: Annual/Special
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas S. Chambers        For       For        Management
1.2   Elect  Director Russell J. Horner         For       For        Management
1.3   Elect  Director J. Trevor Johnstone       For       For        Management
1.4   Elect  Director Jan L. Kildal             For       For        Management
1.5   Elect  Director Harold N. Kvisle          For       For        Management
1.6   Elect  Director Vidar Lerstad             For       For        Management
1.7   Elect  Director Jan Oksum                 For       For        Management
1.8   Elect  Director R. Keith Purchase         For       For        Management
1.9   Elect  Director William P. Rosenfeld      For       For        Management
1.10  Elect  Director W. Thomas Stephens        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management


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

NORWOOD ABBEY

Ticker:                      Security ID:  AU000000NAL3
Meeting Date: NOV 27, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Ronald Sinclair Lewis as Director   For       For        Management
2     Approve Remuneration of Directors in the  For       For        Management
      Amount of AUD 500,000
3     Ratify Past Issuance of Shares            For       For        Management


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

NOVOGEN LIMITED

Ticker:                      Security ID:  AU000000NRT0
Meeting Date: OCT 24, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2a    Elect P A Johnston as Director            For       For        Management
2b    Elect P J Nestel AO as Director           For       For        Management
2c    Elect L C Read as Director                For       For        Management
2d    Elect P B Simpson as Director             For       For        Management


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

OPERA SOFTWARE SA

Ticker:                      Security ID:  NO0010040611
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting; Prepare List of             None      None       Management
      Shareholders
2     Elect Chairman of Meeting; Designate      For       For        Management
      Inspector or Shareholder
      Representative(s) of Minutes of Meeting
3     Approve Notice of Meeting and Agenda      For       For        Management
4     Approve Financial Statements and          For       For        Management
      Allocation of Income
5     Elect Nils Rydbeck as New Director        For       For        Management
6     Approve Remuneration of Auditors          For       For        Management
7     Approve Remuneration of Directors         For       For        Management
8     Elect Members of Election Committee       For       For        Management
9     Receive Management's Report               None      None       Management


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

ORTIVUS AB

Ticker:                      Security ID:  SE0000123085
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Elect Chairman of Meeting                 For       For        Management
3     Prepare and Approve List of Shareholders  For       For        Management
4     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting
5     Acknowledge Proper Convening of Meeting   For       For        Management
6     Approve Agenda of Meeting                 For       For        Management
7     Receive Financial Statements and          None      None       Management
      Statutory Reports
8     Receive President's Report                None      None       Management
9     Receive Auditor's Report                  None      None       Management
10    Accept Financial Statements and Statutory For       For        Management
      Reports
11    Approve Allocation of Income and Omission For       For        Management
      of Dividends
12    Approve Discharge of Board and President  For       For        Management
13    Determine Number of Members (7) and       For       For        Management
      Deputy Members (0) of Board; Determine
      Number of Auditors (1) and Deputy
      Auditors (1)
14    Approve Remuneration of Directors;        For       For        Management
      Approve Remuneration of Auditors
15    Reelect Akbar Seddigh, Rolf Lydahl,       For       For        Management
      Lennart Ribohn, Jack Forsgren, Egon
      Jonsson, and Jan Wurtz as Directors;
      Elect Yvonne Maartensson as New Director
16    Ratify Auditors                           For       For        Management
17    Elect Members of Nominating Committee     For       For        Management
18.1  Shareholder Proposal: Authorize Board to  None      For        Shareholder
      Establish a Remuneration Committee
18.2  Shareholder Proposal: Authorize Board to  None      For        Shareholder
      Establish an Audit Committee
19    Approve Creation of SEK 3.5 Million Pool  For       For        Management
      of Conditional Capital without Preemptive
      Rights
20    Close Meeting                             None      None       Management


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

POINT INC.

Ticker:                      Security ID:  JP3856000009
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  FEB 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 15, Special JY 5
2     Amend Articles to: Authorize Share        For       Against    Management
      Repurchases at Board's Discretion - Limit
      Directors' Legal Liability - Lower Quorum
      Requirement for Special Business
3.1   Appoint Internal Statutory Auditor        For       For        Management
3.2   Appoint Internal Statutory Auditor        For       For        Management
4     Approve Retirement Bonuses for Director   For       Against    Management
      and Statutory Auditor
5     Approve Executive Stock Option Plan       For       For        Management


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

SFCG CO. LTD. (FORMERLY SHOHKOH FUND & CO. LTD.)

Ticker:                      Security ID:  JP3362600003
Meeting Date: OCT 24, 2003   Meeting Type: Annual
Record Date:  JUL 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 100, Special JY 100
2     Amend Articles to: Lower Quorum           For       Against    Management
      Requirement for Special Business -
      Authorize Share Repurchases at Discretion
      of Board
3.1   Elect Director                            For       Against    Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management


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

SHIMA SEIKI MFG. LTD.

Ticker:                      Security ID:  JP3356500003
Meeting Date: JUN 29, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 17.5,
      Final JY 20, Special JY 0
2     Amend Articles to: Authorize Share        For       Against    Management
      Repurchases at Board's Discretion
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management
3.9   Elect Director                            For       For        Management
3.10  Elect Director                            For       For        Management
3.11  Elect Director                            For       For        Management
4     Approve Retirement Bonuses for Directors  For       For        Management


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

SONG NETWORKS HOLDING AB[FORMERLY SONG NETWORKS AB (FORMERLY

Ticker:       TEUR           Security ID:  SE0000434102
Meeting Date: MAR 24, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Elect Chairman of Meeting                 For       Did Not    Management
                                                          Vote
3     Prepare and Approve List of Shareholders  For       Did Not    Management
                                                          Vote
4     Approve Agenda of Meeting                 For       Did Not    Management
                                                          Vote
5     Designate Inspector or Shareholder        For       Did Not    Management
      Representative(s) of Minutes of Meeting             Vote
6     Acknowledge Proper Convening of Meeting   For       Did Not    Management
                                                          Vote
7     Receive Financial Statements and          None      Did Not    Management
      Statutory Reports                                   Vote
8     Receive Board and Committee Reports       None      Did Not    Management
                                                          Vote
9     Receive President's Report                None      Did Not    Management
                                                          Vote
10.1  Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
10.2  Approve Net Loss                          For       Did Not    Management
                                                          Vote
10.3  Approve Discharge of Board and President  For       Did Not    Management
                                                          Vote
11    Approve Remuneration of Directors;        For       Did Not    Management
      Approve Remuneration of Auditors                    Vote
12    Elect Directors; Ratify Deloitte & Touche For   Did Not    Management
      (Peter Gustafsson) as Auditors                      Vote
13    Approve Creation of SEK 14.6 Million Pool For       Did Not    Management
      of Conditional Capital without Preemptive           Vote
      Rights
14.1  Shareholder Proposal: Authorize General   None      Did Not    Shareholder
      Meeting to Elect Members of Nominating              Vote
      Committee
14.2  Shareholder Proposal: Authorize Board to  None      Did Not    Shareholder
      Establish a Remuneration Committee                  Vote
14.3  Shareholder Proposal: Authorize Board to  None      Did Not    Shareholder
      Establish an Audit Committee                        Vote
15    Close Meeting                             None      Did Not    Management
                                                          Vote


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

SOUTHCORP HOLDINGS LTD.

Ticker:                      Security ID:  AU000000SRP7
Meeting Date: OCT 14, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2a    Elect T P Burnet as Director              For       For        Management
2b    Elect J W Murphy as Director              For       For        Management
2c    Elect E J J Pope as Director              For       For        Management
3     Elect R I Oatley as Director              For       For        Management
4a    Approve Issuance of Options to J C        For       For        Management
      Ballard
4b    Approve the Company Entering into the     For       For        Management
      Managing Director Share Option Deed with
      J C Ballard
5a    Approve the Allotment of Shares to T P    For       For        Management
      Burnet on the Exercise of Options
      Previously Granted
5b    Approve the Grant of Options to R P       For       For        Management
      Burnet
5c    Approve the Company Entering into the     For       For        Management
      Executive Director Share Option Deed with
      T P Burnet


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SOUTHWESTERN RESOURCES (FORMERLY SOUTHWESTERN GOLD CORP).

Ticker:       SWG.           Security ID:  CA8457701065
Meeting Date: JUN 3, 2004    Meeting Type: Annual/Special
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Six            For       For        Management
2.1   Elect George H. Plewes as Director        For       For        Management
2.2   Elect John G. Paterson as Director        For       For        Management
2.3   Elect Daniel G. Innes as Director         For       For        Management
2.4   Elect W. David Black as Director          For       For        Management
2.5   Elect James B. Hume as Director           For       For        Management
2.6   Elect William D. McCartney as Director    For       For        Management
3     Ratify Deloitte & Touche as Auditors and  For   For        Management
      Authorise Directors to Fix Remuneration
4     Amend Company's Notice of Articles to     For       For        Management
      Delete Certain Pre-Existing Company
      Provisions
5     Amend Company's Notice of Articles to     For       Against    Management
      Change Authorised Capital to an Unlimited
      Number of Common Shares
6     Adopt New Articles                        For       Against    Management
7     Approve 2:1 Stock Split                   For       For        Management
8     Amend Stock Option Plan                   For       Against    Management


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SSI (FORMERLY SOFTWARE SOLUTION INTEGRATED)

Ticker:                      Security ID:  INE362A01016
Meeting Date: JUL 28, 2003   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Increase in Authorized Capital to For       Did Not    Management
      INR 500 Million                                     Vote
2     Amend Memorandum of Association Re:       For       Did Not    Management
      Changes to Reflect Increase of Authorized           Vote
      Capital
3     Amend Articles of Association Re: Changes For       Did Not    Management
      to Reflect Increase of Authorized Capital           Vote
4     Amend Articles of Association Re:         For       Did Not    Management
      Provision to Authorize Board to Reduce              Vote
      Share Capital, Capital Redemption Reserve
      Account and Securities Premium Account
5     Approve Utilization of INR 5.4 Bilion     For       Did Not    Management
      From Securities Premium Account towards             Vote
      Adjustment of Dimunition in Value of
      Certain Assets
6     Approve Issuance of Equity or             For       Did Not    Management
      Equity-Linked Securities without                    Vote
      Preemptive Rights up to an Aggregate
      Amount of $50 Million
7     Approve Issuance of Shares for Private    For       Did Not    Management
      Placement up to an Aggregate Amount of              Vote
      $50 Million


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

TANDBERG ASA

Ticker:                      Security ID:  NO0005620856
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting; Prepare and Approve List of For       For        Management
      Shareholders
2     Elect Chairman of Meeting; Designate      For       For        Management
      Inspector or Shareholder
      Representative(s) of Minutes of Meeting
3     Approve Notice of Meeting and Agenda      For       For        Management
4     Receive Management Report                 None      None       Management
5     Accept Financial Statements and Statutory For       For        Management
      Reports; Approve Allocation of Income and
      Dividends of NOK 0.40 Per Share
6     Approve Remuneration of Directors (NOK    For       For        Management
      450,000 for Chairman, NOK 250,000 for
      Non-Executive Directors, and NOK 150,000
      for Executive Directors); Approve
      Remuneration for Nomination Committee
      (NOK 20,000 Per Member); Approve
      Remuneration of Auditors
7     Reelect Jan Opsahl, Amund Skarholt,       For       For        Management
      Andrew Miller, and Grace Skaugen as
      Directors; Elect Joergen-Ole Haslestad as
      New Director; Elect Halvor Loeken, Aage
      Korsvold, and Jan Penne as Members of
      Nominating Committee
8.1   Approve Creation of NOK 13 Million Pool   For       For        Management
      of Conditional Capital without Preemptive
      Rights
8.2   Approve Stock Option Plan for Employees;  For       For        Management
      Approve Creation of NOK 3.5 Million Pool
      of Conditional Capital to Guarantee
      Conversion Rights
8.3   Approve Stock Option Plan for CEO;        For       For        Management
      Approve Creation of NOK 250,000 Pool of
      Conditional Capital to Guarantee
      Conversion Rights; Extend Term of
      Existing Stock Option Plan for CEO until
      April 15, 2006


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

TELEVISION EIGHTEEN INDIA LTD

Ticker:                      Security ID:  INE889A01018
Meeting Date: OCT 15, 2003   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Spin-Off of Business News         For       For        Management
      Undertaking to iNews.com Ltd.


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

TELEVISION EIGHTEEN INDIA LTD

Ticker:                      Security ID:  INE889A01018
Meeting Date: JUN 25, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Reappoint H.S. Bhartia as Director        For       For        Management
3     Reappoint V. Malik as Director            For       For        Management
4     Approve Deloitte Haskins & Sells as   For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
5     Increase Authorized Preferred Stock       For       Against    Management
6     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
7A    Approve TV 18 Employee Stock Option Plan  For       Against    Management
      2004
7B    Approve TV 18 Employee Stock Option Plan  For       Against    Management
      2004 for Subsidiaries
8A    Approve TV 18 Senior Employee Stock       For       Against    Management
      Option Plan 2004
8B    Approve TV 18 Senior Employee Stock       For       Against    Management
      Option Plan 2004 for Subsidiaries
9A    Approve TV 18 Employees Stock Purchase    For       For        Management
      Plan 2004
9B    Approve TV 18 Employees Stock Purchase    For       For        Management
      Plan 2004 for Subsidiaries
10    Approve Grant of Options or Allotment of  For       For        Management
      Shares in Excess of One Percent of Issued
      Capital to any Participants of
      Equity-Based Compensation Plans


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

TELEVISION EIGHTEEN INDIA LTD

Ticker:                      Security ID:  INE889A01018
Meeting Date: DEC 9, 2003    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Issuance of Shares and            For       For        Management
      Convertible Bonds for Private Placement
2     Approve TV 18 Employee Stock Option Plan  For       For        Management
      2003
3     Approve TV 18 Employee Stock Option Plan  For       For        Management
      2003 for Subsidiaries
4     Approve TV 18 Employee Stock Purchase     For       For        Management
      Plan 2003
5     Approve TV 18 Employee Stock Purchase     For       For        Management
      Plan 2003 for Subsidiaries


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

TELEVISION EIGHTEEN INDIA LTD

Ticker:                      Security ID:  INE889A01018
Meeting Date: OCT 17, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Reappoint S.R. Chaudhuri as Director      For       For        Management
3     Reappoint P.N. Bahl as Director           For       For        Management
4     Approve Deloitte Haskins & Sells as   For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
5     Approve Increase in Authorized Capital to For       For        Management
      INR 300 Million
6     Amend Articles of Association Re:         For       For        Management
      Authorization to Reduce Capital
      Redemption Account and Securities Premium
      Account
7     Authorize Utilization of INR 550 Million  For       For        Management
      from Securities Premium Account for
      Adjustment of Diminution in Value of
      Investments in Television Eighteen
      Mauritius Ltd.
8     Amend Terms of Convertible Debentures to  For       For        Management
      Accomodate for a New Conversion Date
9     Approve Spin-Off of Business News         For       For        Management
      Undertaking to iNews.com Ltd.


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

THORNTONS PLC

Ticker:                      Security ID:  GB0008901935
Meeting Date: OCT 29, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 4.85 Pence Per  For       For        Management
      Share
4     Reelect John Thornton as Director         For       For        Management
5     Reelect John Culverhouse as Director      For       For        Management
6     Reelect Dominic Prendergast as Director   For       For        Management
7     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      GBP 1,843,644
9     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Five Percent of
      the Issued Share Capital
10    Authorize 6,656,350 Shares for Share      For       For        Management
      Repurchase Program


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

TRAFFICMASTER PLC

Ticker:                      Security ID:  GB0007215949
Meeting Date: JUN 14, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       Against    Management
3     Re-elect Nigel Bond as Director           For       For        Management
4     Re-elect Stuart Berman as Director        For       For        Management
5     Elect Adrian Joseph as Director           For       For        Management
6     Elect Ian Coomber as Director             For       For        Management
7     Re-appoint KPMG Audit Plc as Auditors and For       For        Management
      Authorise Board to Fix Remuneration of
      Auditors
8     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 1,392,731
9     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 330,363


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

TSUMURA & CO.

Ticker:                      Security ID:  JP3535800001
Meeting Date: JUN 29, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 10, Special JY 3
2     Amend Articles to: Authorize Share        For       Against    Management
      Repurchases at Board's Discretion
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management
3.9   Elect Director                            For       For        Management
3.10  Elect Director                            For       For        Management
3.11  Elect Director                            For       For        Management
4     Approve Retirement Bonuses for Directors  For       For        Management


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

UNITED INTERNET AG (FORMERLY 1 & 1 AG )

Ticker:                      Security ID:  DE0005089031
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAY 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.15 per Share
3     Approve Discharge of Management Board     For       For        Management
4     Approve Discharge of Supervisory Board    For       For        Management
5     Ratify Ernst & Young AG as Auditors   For       For        Management
6     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares


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

VERSATEL TELECOM INTERNATIONAL

Ticker:                      Security ID:  NL0000391266
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Receive Report of Management Board        None      None       Management
3     Approve Financial Statements and          For       For        Management
      Statutory Reports
4     Approve Discharge of Management Board     For       For        Management
5     Approve Discharge of Supervisory Board    For       For        Management
6     Approve Decrease in Size of Supervisory   For       For        Management
      Board
7     Approve Discharge of Retiring Members of  For       For        Management
      Supervisory Board for 2003
8     Elect Boudewijn Beerkens, Loek Heermans,  For       For        Management
      and Hans Huber to Supervisory Board
9     Approve Remuneration of Supervisory Board For       For        Management
10    Ratify Auditors                           For       For        Management
11    Discussion about Company's Corporate      None      None       Management
      Governance Report
12    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
13    Allow Questions                           None      None       Management
14    Close Meeting                             None      None       Management


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

VILLAGE ROADSHOW LTD.

Ticker:       VLRSY          Security ID:  AU000000VRL0
Meeting Date: JAN 21, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Buy-back of Company's Preference  For       For        Management
      Shares
2     Amend Articles: Voting Rights Granted to  For       For        Management
      Holders of New Preference Shares


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

VILLAGE ROADSHOW LTD.

Ticker:       VLRSY          Security ID:  AU000000VRL0
Meeting Date: NOV 28, 2003   Meeting Type: Annual
Record Date:  NOV 26, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2.1   Elect William J. Conn as Director         For       For        Management
2.2   Elect Peter D. Jonson as Director         For       For        Management


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

VILLAGE ROADSHOW LTD.

Ticker:       VLRSY          Security ID:  AU000000VRL0
Meeting Date: NOV 3, 2003    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Buy Back of the Company's         For       For        Management
      Preference Shares
2     Amend Constitution Re: Editing of         For       For        Management
      Techinical Definitions


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

WESTERN OIL SANDS INC

Ticker:       WTO            Security ID:  CA9590531096
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect G. F. Andrews, T. Cedraschi, G. A.  For       For        Management
      Cumming, W. W. Grist, J. W. Lill, B. F.
      MacNeill, O. Hushovd, R. G. Puchniak, G.
      J. Turcotte and M. H. Van Wielingen as
      Directors
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors


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

ZENON ENVIRONMENTAL INC.

Ticker:       ZEN.           Security ID:  CA98942B1004
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect  Director Andrew Benedek            For       For        Management
2.2   Elect  Director David Colcleugh           For       For        Management
2.3   Elect  Director Frank McKenna             For       For        Management
2.4   Elect  Director Maurice Strong            For       For        Management
2.5   Elect  Director Andrew J. Szonyi          For       For        Management
2.6   Elect  Director Samir J. Zalzal           For       For        Management
3     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors






                                         SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant):                 Oppenheimer International Small Company Fund

By (Signature and Title)*:    /s/ John V. Murphy
                              ------------------
                              John V. Murphy, President

Date:                   August 26, 2004

*By:  /s/ Tane Tyler
      --------------
      Tane Tyler, Attorney in Fact