-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WuHDM3IOvd9lVhi+CS1q9SPNSpUB5oVsYcQ4abo6SRGe4GCYXCziun/m8axM9Xna r7buUF7NWb3Xew+W29crww== 0000935069-04-000106.txt : 20040116 0000935069-04-000106.hdr.sgml : 20040116 20040116170110 ACCESSION NUMBER: 0000935069-04-000106 CONFORMED SUBMISSION TYPE: N-CSR/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031130 FILED AS OF DATE: 20040116 EFFECTIVENESS DATE: 20040116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER QUEST GLOBAL INTERNATIONAL VALUE FUND INC CENTRAL INDEX KEY: 0000863250 IRS NUMBER: 133572895 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-CSR/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-06105 FILM NUMBER: 04530218 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER QUEST GLOBAL VALUE FUND INC DATE OF NAME CHANGE: 19951124 FORMER COMPANY: FORMER CONFORMED NAME: QUEST FOR VALUE GLOBAL EQUITY FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER INTERNATIONAL GROWTH FUND CENTRAL INDEX KEY: 0001005728 IRS NUMBER: 133867060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-CSR/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-07489 FILM NUMBER: 04530217 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 N-CSR/A 1 ra0254-9454.txt RA0251-9454 ***** PLEASE DISREGARD SUBMISSION 0000935069-04-000101 ***** ***** THE N-CSR WAS SUBMITTED UNDER THE INCORRECT CIK ***** UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-06105 Oppenheimer Quest International Value Fund, Inc. (Exact name of registrant as specified in charter) 6803 South Tucson Way, Centennial, Colorado 80112-3924 (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. Two World Financial Center, New York, New York 10281-1008 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 -------------- Date of fiscal year end: November 30 Date of reporting period: December 1, 2002 - November 30, 2003 ITEM 1. REPORTS TO STOCKHOLDERS. FUND PERFORMANCE DISCUSSION How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund's performance during its fiscal year ended November 30, 2003, followed by a graphical comparison of the Fund's performance to appropriate broad-based market indices. The Fund's portfolio manager is employed by its sub-advisor, OpCap Advisors. Management's Discussion of Fund Performance. Oppenheimer Quest International Value Fund, Inc. Class A shares returned 24.17% (without sales charge) for the fiscal year ended November 30, 2003. This compares to a one-year total return of 24.22% for its benchmark index, the MSCI EAFE Index. The Fund emphasized stocks of established companies believed to be undervalued and having high returns on capital, strong managements committed to shareholder value, and leading competitive positions within their industries. The Fund's intrinsic value methodology, which focuses primarily on anticipated corporate cash flows, produced returns in line with its benchmark index, although the lack of exposure to smaller, more aggressive companies restricted gains. While an overweighting in consumer discretionary and financial stocks yielded a significant impact on the upside, the Fund's avoidance of the Japanese banking sector hurt performance as the group rallied on hopes that the worst of Japan's financial crisis was behind it. Meaningful individual contributors to Fund performance included German tire manufacturer Continental AG, which has seen its restructuring efforts boosted by successes in higher-margin automotive control systems. Meanwhile, French spirits giant Pernod-Ricard SA turned proceeds from the sale of nonperforming brands into cash generating assets while paying down its debt ahead of schedule. Long-time holding SKF AB also advanced, as the Sweden-based manufacturer of bearings capitalized on industry concentration by offering higher-margin value added services. In contrast, Canadian aerospace company Bombardier, Inc. was sold at a loss on concerns that possible management turnover might derail an ongoing restructuring. Japanese computer game maker Nintendo Co. Ltd. also declined, having faced increasing competitive threats to its leadership in the handheld console segment. Elsewhere, Swiss Reinsurance Co. pulled back amid a market that rewarded more aggressive insurance stocks. Country and sector weightings maintained a tracking error range of plus or minus 10 percentage points relative to Index allocations. Market capitalization weightings were the result of individual stock selection, though tended toward stocks of larger, well-established companies. The Fund's holdings, allocations, management, and strategies are subject to change. Investing in foreign securities poses additional risks, such as currency fluctuations and higher expenses. 7 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. FUND PERFORMANCE DISCUSSION Comparing the Fund's Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares of the Fund held until November 30, 2003. In the case of Class A, B and C shares, performance is measured over a ten-year period. In the case of Class N shares, performance is measured from inception of the Class on March 1, 2001. The Fund's performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C and Class N shares, and reinvestments of all dividends and capital gains distributions. The Fund's performance is compared to the performance of the Morgan Stanley Capital International EAFE (Europe, Australasia, Far East) Index which is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the US & Canada. Prior to August 29, 2003, the Fund used a global investment style and compared its performance to the Morgan Stanley Capital International (MSCI) World Index, an unmanaged index of issuers listed on the stock exchanges of 20 foreign countries and the United States. The Fund's performance is also compared to this Index. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and none of the data in the graphs that follow shows the effect of taxes. The Fund's performance reflects the effects of Fund business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund's performance, it must be noted that the Fund's investments are not limited to the investments in the index. 8 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. Class A Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Quest International Value Fund, Inc. (Class A) MSCI EAFE Index MSCI World Index [LINE CHART] VALUE OF INVESTMENT MSCI EAFE MSCI DATE IN FUND INDEX WORLD INDEX 11/30/1993 9,425 10,000 10,000 02/28/1994 10,337 11,604 11,042 05/31/1994 10,221 11,516 10,926 08/31/1994 10,618 12,078 11,443 11/30/1994 10,214 11,514 10,968 02/28/1995 10,360 11,117 11,074 05/31/1995 11,260 12,118 12,122 08/31/1995 11,900 12,174 12,448 11/30/1995 12,231 12,424 13,054 02/29/1996 12,687 13,031 13,769 05/31/1996 13,405 13,452 14,347 08/31/1996 13,284 13,171 14,078 11/30/1996 14,262 13,926 15,565 02/28/1997 14,893 13,492 15,687 05/31/1997 15,763 14,509 16,868 08/31/1997 16,542 14,404 17,293 11/30/1997 16,578 13,908 17,587 02/28/1998 17,870 15,623 19,544 05/31/1998 18,984 16,164 20,320 08/31/1998 15,886 14,423 18,007 11/30/1998 18,132 16,241 21,181 02/28/1999 18,264 16,443 22,108 05/31/1999 19,615 16,917 23,071 08/31/1999 20,865 18,177 24,042 11/30/1999 22,055 19,722 25,761 02/29/2000 21,094 20,679 26,332 05/31/2000 22,567 19,865 26,288 08/31/2000 22,767 19,961 27,278 11/30/2000 22,380 17,856 23,862 02/28/2001 22,561 17,102 22,636 05/31/2001 22,575 16,500 22,440 08/31/2001 21,197 15,154 20,428 11/30/2001 20,133 14,487 20,116 02/28/2002 19,547 13,898 19,467 05/31/2002 19,724 14,963 19,694 08/31/2002 17,310 12,929 16,981 11/30/2002 17,160 12,718 17,115 02/28/2003 16,028 11,510 15,526 05/31/2003 18,428 13,176 17,839 08/31/2003 19,110 14,167 18,931 11/30/2003 21,306 15,865 20,497 Average Annual Total Return of Class A Shares of the Fund at 11/30/03 1 Year 17.03% 5 Year 2.06% 10 Year 7.86% Class B Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Quest International Value Fund, Inc. (Class B) MSCI EAFE Index MSCI World Index [LINE CHART] VALUE OF INVESTMENT MSCI EAFE MSCI DATE IN FUND INDEX WORLD INDEX 11/30/1993 10,000 10,000 10,000 02/28/1994 10,961 11,604 11,042 05/31/1994 10,823 11,516 10,926 08/31/1994 11,229 12,078 11,443 11/30/1994 10,784 11,514 10,968 02/28/1995 10,924 11,117 11,074 05/31/1995 11,856 12,118 12,122 08/31/1995 12,510 12,174 12,448 11/30/1995 12,846 12,424 13,054 02/29/1996 13,310 13,031 13,769 05/31/1996 14,044 13,452 14,347 08/31/1996 13,888 13,171 14,078 11/30/1996 14,906 13,926 15,565 02/28/1997 15,542 13,492 15,687 05/31/1997 16,425 14,509 16,868 08/31/1997 17,214 14,404 17,293 11/30/1997 17,233 13,908 17,587 02/28/1998 18,556 15,623 19,544 05/31/1998 19,687 16,164 20,320 08/31/1998 16,453 14,423 18,007 11/30/1998 18,764 16,241 21,181 02/28/1999 18,868 16,443 22,108 05/31/1999 20,241 16,917 23,071 08/31/1999 21,498 18,177 24,042 11/30/1999 22,719 19,722 25,761 02/29/2000 21,729 20,679 26,332 05/31/2000 23,246 19,865 26,288 08/31/2000 23,452 19,961 27,278 11/30/2000 23,053 17,856 23,862 02/28/2001 23,240 17,102 22,636 05/31/2001 23,254 16,500 22,440 08/31/2001 21,835 15,154 20,428 11/30/2001 20,739 14,487 20,116 02/28/2002 20,135 13,898 19,467 05/31/2002 20,318 14,963 19,694 08/31/2002 17,831 12,929 16,981 11/30/2002 17,676 12,718 17,115 02/28/2003 16,510 11,510 15,526 05/31/2003 18,983 13,176 17,839 08/31/2003 19,685 14,167 18,931 11/30/2003 21,948 15,865 20,497 Average Annual Total Return of Class B Shares of the Fund at 11/30/03* 1 Year 18.17% 5 Year 2.35% 10 Year 8.18% *See Notes on page 11 for further details. The performance information for both indices in the graphs begins on 11/30/93 for Class A, Class B and Class C, and 2/28/01 for Class N. Past performance cannot guarantee future results. Graphs are not drawn to same scale. 9 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. FUND PERFORMANCE DISCUSSION Class C Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Quest International Value Fund, Inc. (Class C) MSCI EAFE Index MSCI World Index [LINE CHART] VALUE OF INVESTMENT MSCI EAFE MSCI DATE IN FUND INDEX WORLD INDEX 11/30/1993 10,000 10,000 10,000 02/28/1994 10,953 11,604 11,042 05/31/1994 10,823 11,516 10,926 08/31/1994 11,229 12,078 11,443 11/30/1994 10,777 11,514 10,968 02/28/1995 10,907 11,117 11,074 05/31/1995 11,831 12,118 12,122 08/31/1995 12,486 12,174 12,448 11/30/1995 12,814 12,424 13,054 02/29/1996 13,274 13,031 13,769 05/31/1996 14,007 13,452 14,347 08/31/1996 13,860 13,171 14,078 11/30/1996 14,869 13,926 15,565 02/28/1997 15,504 13,492 15,687 05/31/1997 16,397 14,509 16,868 08/31/1997 17,175 14,404 17,293 11/30/1997 17,194 13,908 17,587 02/28/1998 18,517 15,623 19,544 05/31/1998 19,647 16,164 20,320 08/31/1998 16,415 14,423 18,007 11/30/1998 18,725 16,241 21,181 02/28/1999 18,827 16,443 22,108 05/31/1999 20,199 16,917 23,071 08/31/1999 21,456 18,177 24,042 11/30/1999 22,660 19,722 25,761 02/29/2000 21,638 20,679 26,332 05/31/2000 23,116 19,865 26,288 08/31/2000 23,288 19,961 27,278 11/30/2000 22,865 17,856 23,862 02/28/2001 23,015 17,102 22,636 05/31/2001 23,001 16,500 22,440 08/31/2001 21,554 15,154 20,428 11/30/2001 20,455 14,487 20,116 02/28/2002 19,818 13,898 19,467 05/31/2002 19,977 14,963 19,694 08/31/2002 17,504 12,929 16,981 11/30/2002 17,301 12,718 17,115 02/28/2003 16,144 11,510 15,526 05/31/2003 18,516 13,176 17,839 08/31/2003 19,153 14,167 18,931 11/30/2003 21,308 15,865 20,497 Average Annual Total Return of Class C Shares of the Fund at 11/30/03* 1 Year 22.16% 5 Year 2.62% 10 Year 7.86% Class N Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Quest International Value Fund, Inc. (Class N) MSCI EAFE Index MSCI World Index [LINE CHART] VALUE OF INVESTMENT MSCI EAFE MSCI DATE IN FUND INDEX WORLD INDEX 03/01/2001 10,000 10,000 10,000 05/31/2001 9,976 9,648 9,913 08/31/2001 9,361 8,861 9,025 11/30/2001 8,902 8,471 8,887 02/28/2002 8,631 8,126 8,600 05/31/2002 8,709 8,749 8,700 08/31/2002 7,642 7,560 7,502 11/30/2002 7,563 7,437 7,561 02/28/2003 7,063 6,730 6,859 05/31/2003 8,112 7,704 7,881 08/31/2003 8,408 8,284 8,363 11/30/2003 9,361 9,277 9,055 Average Annual Total Return of Class N Shares of the Fund at 11/30/03* 1 Year 22.76% Since Inception -2.38% *See Notes on page 11 for further details. The performance information for both indices in the graphs begins on 11/30/93 for Class A, Class B and Class C, and 2/28/01 for Class N. Past performance cannot guarantee future results. Graphs are not drawn to same scale. 10 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. NOTES In reviewing performance and rankings, please remember that past performance cannot guarantee future results. Investment return and principal value of an investment in the Fund will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. Because of ongoing market volatility, the Fund's performance may be subject to substantial fluctuations, and current performance may be more or less than the results shown. For updates on the Fund's performance, visit our website at www.oppenheimerfunds.com. Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund's total returns shown do not reflect the deduction of income taxes on an individual's investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares. For more complete information about the Fund, including charges, expenses and risks, please refer to the prospectus. To obtain a copy, call your financial advisor, call OppenheimerFunds Distributor, Inc. at 1.800.CALL OPP (1.800.225.5677) or visit the OppenheimerFunds website at www.oppenheimerfunds.com. Read the prospectus carefully before you invest or send money. OppenheimerFunds, Inc. became the Fund's advisor on 11/22/95. The Fund's sub-advisor is OpCap Advisors, which was the Fund's advisor prior to 11/22/95. The portfolio manager is employed by the Fund's sub-advisor. Class A shares of the Fund were first publicly offered on 7/2/90. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%. The Fund's maximum sales charge for Class A shares was lower prior to 11/24/95, so actual performance may have been higher. Class A shares are subject to a maximum annual 0.25% asset-based sales charge, which is currently subject to a voluntary rate reduction as described in the Prospectus. Class B shares of the Fund were first publicly offered on 9/1/93. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charges of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the "since inception" return for Class B uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge. Class C shares of the Fund were first publicly offered on 9/1/93. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the one-year period. Class C shares are subject to an annual 0.75% asset-based sales charge. Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the one-year period. Class N shares are subject to an annual 0.25% asset-based sales charge. An explanation of the calculation of performance is in the Fund's Statement of Additional Information. 11 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. STATEMENT OF INVESTMENTS November 30, 2003 Market Value Shares See Note 1 - ----------------------------------------------------------------------------- Common Stocks--98.6% - ----------------------------------------------------------------------------- Consumer Discretionary--20.3% - ----------------------------------------------------------------------------- Auto Components--1.5% Continental AG 141,100 $ 4,904,961 - ----------------------------------------------------------------------------- Automobiles--2.6% Bayerische Motoren Werke AG 195,474 8,599,350 - ----------------------------------------------------------------------------- Hotels, Restaurants & Leisure--1.4% Compass Group plc 786,100 4,725,150 - ----------------------------------------------------------------------------- Household Durables--4.9% Electrolux AB, Cl. B 10 210 - ----------------------------------------------------------------------------- Matsushita Electric Industrial Co. 600,500 7,736,537 - ----------------------------------------------------------------------------- Pioneer Corp. 131,100 3,351,717 - ----------------------------------------------------------------------------- Sony Corp. 143,700 4,985,939 -------------- 16,074,403 - ----------------------------------------------------------------------------- Leisure Equipment & Products--3.0% Agfa Gevaert NV 302,010 7,493,802 - ----------------------------------------------------------------------------- Shimano, Inc. 124,000 2,411,614 -------------- 9,905,416 - ----------------------------------------------------------------------------- Media--2.6% EMI Group plc 1,171,100 3,418,963 - ----------------------------------------------------------------------------- Pearson plc 466,500 5,198,969 - ----------------------------------------------------------------------------- Singapore Press Holdings Ltd. 500 5,656 -------------- 8,623,588 - ----------------------------------------------------------------------------- Textiles, Apparel & Luxury Goods--4.3% Christian Dior SA 68,500 3,824,728 - ----------------------------------------------------------------------------- Luxottica Group SpA 426,300 7,486,236 - ----------------------------------------------------------------------------- Sanyo Shokai Ltd. 472,100 3,060,546 -------------- 14,371,510 - ----------------------------------------------------------------------------- Consumer Staples--6.1% - ----------------------------------------------------------------------------- Beverages--6.1% Diageo plc 630,200 7,857,909 - ----------------------------------------------------------------------------- Pernod-Ricard SA 115,900 12,316,086 -------------- 20,173,995 - ----------------------------------------------------------------------------- Household Products--0.0% Kao Corp. 500 10,204 - ----------------------------------------------------------------------------- Energy--1.6% - ----------------------------------------------------------------------------- Oil & Gas--1.6% BP plc 750,500 5,237,208 Market Value Shares See Note 1 - ----------------------------------------------------------------------------- Financials--32.7% - ----------------------------------------------------------------------------- Capital Markets--0.9% Credit Suisse Group 91,100 $ 3,023,160 - ----------------------------------------------------------------------------- Commercial Banks--17.8% Banca Nazionale del Lavoro SpA 1 2,777,200 6,508,254 - ----------------------------------------------------------------------------- Banco Popolare di Verona e Novara Scrl 380,100 6,269,413 - ----------------------------------------------------------------------------- Bank of East Asia Ltd. 1,913,000 6,010,224 - ----------------------------------------------------------------------------- Barclays plc 964,300 8,499,564 - ----------------------------------------------------------------------------- BNP Paribas SA 68,000 3,831,046 - ----------------------------------------------------------------------------- Credit Agricole SA 425,018 9,272,338 - ----------------------------------------------------------------------------- DBS Group Holdings Ltd. 861,100 6,992,894 - ----------------------------------------------------------------------------- HSBC Holdings plc, Sponsored ADR 68,500 5,210,795 - ----------------------------------------------------------------------------- Skandinaviska Enskilda Banken 484,849 6,320,407 -------------- 58,914,935 - ----------------------------------------------------------------------------- Diversified Financial Services--6.6% Deutsche Boerse AG 263,600 13,286,848 - ----------------------------------------------------------------------------- Hong Kong Exchanges & Clearing Ltd. 1,670,000 3,419,003 - ----------------------------------------------------------------------------- Nomura Securities Co. Ltd. 314,000 4,988,678 -------------- 21,694,529 - ----------------------------------------------------------------------------- Insurance--7.4% Aegon NV 755,021 10,064,430 - ----------------------------------------------------------------------------- Axa SA 255,900 4,917,160 - ----------------------------------------------------------------------------- Promina Group Ltd. 1,396,100 3,343,821 - ----------------------------------------------------------------------------- Swiss Reinsurance Co. 101,913 6,330,392 -------------- 24,655,803 - ----------------------------------------------------------------------------- Health Care--6.4% - ----------------------------------------------------------------------------- Health Care Equipment & Supplies--0.0% Terumo Corp. 200 3,583 - ----------------------------------------------------------------------------- Pharmaceuticals--6.4% Novartis AG 261,938 11,063,094 - ----------------------------------------------------------------------------- Sanofi-Synthelabo SA 103,600 7,016,471 - ----------------------------------------------------------------------------- Takeda Chemical Industries Ltd. 83,000 3,182,980 -------------- 21,262,545 12 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. Market Value Shares See Note 1 - ----------------------------------------------------------------------------- Industrials--4.9% - ----------------------------------------------------------------------------- Machinery--4.9% Komatsu Ltd. 298,000 $ 1,697,882 - ----------------------------------------------------------------------------- Schindler Holding AG 1 16,810 3,835,970 - ----------------------------------------------------------------------------- SKF AB, B Shares 291,000 10,648,549 ------------ 16,182,401 - ----------------------------------------------------------------------------- Information Technology--11.9% - ----------------------------------------------------------------------------- Communications Equipment--2.8% Nokia Oyj, Sponsored ADR 518,900 9,329,822 - ----------------------------------------------------------------------------- Computers & Peripherals--0.8% NEC Corp. 1 368,000 2,667,933 - ----------------------------------------------------------------------------- Office Electronics--2.4% Canon, Inc. 127,400 5,886,085 - ----------------------------------------------------------------------------- Ricoh Co. Ltd. 118,000 2,152,703 ------------ 8,038,788 - ----------------------------------------------------------------------------- Software--5.9% Dassault Systemes SA 188,600 8,416,766 - ----------------------------------------------------------------------------- Nintendo Co. Ltd. 81,000 6,996,530 - ----------------------------------------------------------------------------- Sage Group plc (The) 1,296,000 4,039,928 ------------ 19,453,224 - ----------------------------------------------------------------------------- Materials--3.9% - ----------------------------------------------------------------------------- Chemicals--1.2% Akzo Nobel NV 117,300 4,069,182 - ----------------------------------------------------------------------------- Metals & Mining--2.7% Boehler-Uddeholm AG 1 33,080 2,138,486 - ----------------------------------------------------------------------------- Rio Tinto plc 288,026 6,880,572 ------------ 9,019,058 - ----------------------------------------------------------------------------- Telecommunication Services--7.9% - ----------------------------------------------------------------------------- Diversified Telecommunication Services--3.9% Deutsche Telekom AG 1 481,700 7,945,215 - ----------------------------------------------------------------------------- Nippon Telegraph & Telephone Corp. 1,057 5,066,883 ------------ 13,012,098 - ----------------------------------------------------------------------------- Wireless Telecommunication Services--4.0% NTT Docomo, Inc. 2,000 4,309,715 - ----------------------------------------------------------------------------- Vodafone Group plc 3,810,222 8,748,270 ------------ 13,057,985 Market Value Shares See Note 1 - ----------------------------------------------------------------------------- Utilities--2.9% - ----------------------------------------------------------------------------- Electric Utilities--1.9% E.ON AG 112,500 $ 6,351,611 - ----------------------------------------------------------------------------- Gas Utilities--1.0% Tokyo Gas Co. Ltd. 949,000 3,249,406 ------------ Total Common Stocks (Cost $285,851,722) 326,611,848 Principal Amount - ----------------------------------------------------------------------------- Short-Term Notes--2.7% Federal Home Loan Bank, 0.94%, 12/1/03 (Cost $9,000,000) $9,000,000 9,000,000 - ----------------------------------------------------------------------------- Total Investments, at Value (Cost $294,851,722) 101.3% 335,611,848 - ----------------------------------------------------------------------------- Liabilities in Excess of Other Assets (1.3) (4,399,052) ----------------------------- Net Assets 100.0% $331,212,796 ============================= Footnote to Statement of Investments 1. Non-income producing security. Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows: Geographic Holdings Market Value Percent - -------------------------------------------- Japan $ 61,758,935 18.4% Great Britain 59,817,328 17.8 France 49,594,595 14.8 Germany 41,087,985 12.3 Switzerland 24,252,616 7.2 Italy 20,263,903 6.0 Sweden 16,969,166 5.1 The Netherlands 14,133,612 4.2 Hong Kong 9,429,227 2.8 Finland 9,329,822 2.8 United States 9,000,000 2.7 Belgium 7,493,802 2.2 Singapore 6,998,550 2.1 Australia 3,343,821 1.0 Austria 2,138,486 0.6 ----------------------- Total $335,611,848 100.0% ======================= See accompanying Notes to Financial Statements. 13 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. STATEMENT OF ASSETS AND LIABILITIES November 30, 2003
- ----------------------------------------------------------------------------------------------- Assets Investments, at value (cost $294,851,722)--see accompanying statement $335,611,848 - ----------------------------------------------------------------------------------------------- Cash 360,284 - ----------------------------------------------------------------------------------------------- Unrealized appreciation on foreign currency contracts 1,257 - ----------------------------------------------------------------------------------------------- Receivables and other assets: Investments sold 8,183,832 Interest and dividends 692,972 Shares of capital stock sold 501,856 Other 74,075 -------------- Total assets 345,426,124 - ----------------------------------------------------------------------------------------------- Liabilities Unrealized depreciation on foreign currency contracts 18,060 - ----------------------------------------------------------------------------------------------- Payables and other liabilities: Investments purchased 12,902,962 Shares of capital stock redeemed 952,136 Distribution and service plan fees 134,972 Transfer and shareholder servicing agent fees 69,221 Shareholder reports 59,642 Directors' compensation 49,940 Other 26,395 -------------- Total liabilities 14,213,328 - ----------------------------------------------------------------------------------------------- Net Assets $331,212,796 ============== - ----------------------------------------------------------------------------------------------- Composition of Net Assets Par value of shares of capital stock $ 215,141 - ----------------------------------------------------------------------------------------------- Additional paid-in capital 334,232,580 - ----------------------------------------------------------------------------------------------- Accumulated net investment loss (47,092) - ----------------------------------------------------------------------------------------------- Accumulated net realized loss on investments and foreign currency transactions (43,937,483) - ----------------------------------------------------------------------------------------------- Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies 40,749,650 -------------- Net Assets $331,212,796 ==============
14 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC.
- ----------------------------------------------------------------------------------------------- Net Asset Value Per Share Class A Shares: Net asset value and redemption price per share (based on net assets of $245,348,871 and 15,704,162 shares of capital stock outstanding) $15.62 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $16.57 - ----------------------------------------------------------------------------------------------- Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $52,458,649 and 3,550,459 shares of capital stock outstanding) $14.78 - ----------------------------------------------------------------------------------------------- Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $31,076,181 and 2,109,416 shares of capital stock outstanding) $14.73 - ----------------------------------------------------------------------------------------------- Class N Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $2,329,095 and 150,039 shares of capital stock outstanding) $15.52
See accompanying Notes to Financial Statements. 15 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. STATEMENT OF OPERATIONS For the Year Ended November 30, 2003
- ----------------------------------------------------------------------------------------------- Investment Income Dividends (net of foreign withholding taxes of $505,534) $ 5,955,057 - ----------------------------------------------------------------------------------------------- Interest 72,272 ------------- Total investment income 6,027,329 - ----------------------------------------------------------------------------------------------- Expenses Management fees 2,154,717 - ----------------------------------------------------------------------------------------------- Distribution and service plan fees: Class A 521,077 Class B 554,125 Class C 269,388 Class N 8,168 - ----------------------------------------------------------------------------------------------- Transfer and shareholder servicing agent fees: Class A 502,395 Class B 214,389 Class C 102,431 Class N 7,467 - ----------------------------------------------------------------------------------------------- Administrative fees 718,239 - ----------------------------------------------------------------------------------------------- Shareholder reports 93,629 - ----------------------------------------------------------------------------------------------- Directors' compensation 23,909 - ----------------------------------------------------------------------------------------------- Custodian fees and expenses 21,801 - ----------------------------------------------------------------------------------------------- Other 84,781 ------------- Total expenses 5,276,516 Less reduction to custodian expenses (838) Less voluntary waiver of transfer and shareholder servicing agent fees--Class A (3,683) Less voluntary waiver of transfer and shareholder servicing agent fees--Class B (18,987) Less voluntary waiver of transfer and shareholder servicing agent fees--Class C (8,562) Less voluntary waiver of transfer and shareholder servicing agent fees--Class N (1,914) ------------- Net expenses 5,242,532 - ----------------------------------------------------------------------------------------------- Net Investment Income 784,797 - ----------------------------------------------------------------------------------------------- Realized and Unrealized Gain Net realized gain on: Investments 7,556,643 Foreign currency transactions 14,775,923 ------------- Net realized gain 22,332,566 - ----------------------------------------------------------------------------------------------- Net change in unrealized appreciation on: Investments 25,037,604 Translation of assets and liabilities denominated in foreign currencies 15,587,202 ------------- Net change in unrealized appreciation 40,624,806 - ----------------------------------------------------------------------------------------------- Net Increase in Net Assets Resulting from Operations $63,742,169 =============
See accompanying Notes to Financial Statements. 16 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. STATEMENTS OF CHANGES IN NET ASSETS
Year Ended November 30, 2003 2002 - ----------------------------------------------------------------------------------------------------------------- Operations Net investment income (loss) $ 784,797 $ (521,364) - ----------------------------------------------------------------------------------------------------------------- Net realized gain (loss) 22,332,566 (55,344,923) - ----------------------------------------------------------------------------------------------------------------- Net change in unrealized appreciation 40,624,806 (16,633) ------------------------------ Net increase (decrease) in net assets resulting from operations 63,742,169 (55,882,920) - ----------------------------------------------------------------------------------------------------------------- Capital Stock Transactions Net increase (decrease) in net assets resulting from capital stock transactions: Class A 7,457,176 (12,002,972) Class B (23,417,899) (14,897,108) Class C (1,075,505) (6,710,033) Class N 769,358 807,780 - ----------------------------------------------------------------------------------------------------------------- Net Assets Total increase (decrease) 47,475,299 (88,685,253) - ----------------------------------------------------------------------------------------------------------------- Beginning of period 283,737,497 372,422,750 ------------------------------ End of period [including accumulated net investment loss of $47,092 and $46,895, respectively] $331,212,796 $283,737,497 ==============================
See accompanying Notes to Financial Statements. 17 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. FINANCIAL HIGHLIGHTS
Class A Year Ended November 30, 2003 2002 2001 2000 1999 - ------------------------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $12.58 $14.76 $17.93 $22.05 $19.37 - ------------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) .06 .02 .02 .10 (.02) Net realized and unrealized gain (loss) 2.98 (2.20) (1.62) .24 3.90 --------------------------------------------------------------------- Total from investment operations 3.04 (2.18) (1.60) .34 3.88 - ------------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- (.22) -- Dividends in excess of net investment income -- -- -- -- (.09) Distributions from net realized gain -- -- (1.57) (4.24) (1.11) --------------------------------------------------------------------- Total dividends and/or distributions to shareholders -- -- (1.57) (4.46) (1.20) - ------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $15.62 $12.58 $14.76 $17.93 $22.05 ===================================================================== - ------------------------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 1 24.17% (14.77)% (10.04)% 1.47% 21.64% - ------------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $245,349 $191,096 $238,882 $285,836 $346,067 - ------------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $203,459 $216,977 $269,338 $325,539 $318,701 - ------------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment income (loss) 0.51% 0.09% 0.12% 0.47% (0.11)% Total expenses 1.59% 3,4 1.66% 3,4 1.71% 3 1.70% 3 1.75% 3 - ------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 150% 75% 71% 104% 78% 1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Reduction to custodian expenses less than 0.01%. 4. Voluntary waiver of transfer agent fees less than 0.01%.
See accompanying Notes to Financial Statements. 18 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC.
Class B Year Ended November 30, 2003 2002 2001 2000 1999 - ------------------------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $12.00 $14.18 $17.38 $21.50 $18.92 - ------------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.15) (.11) (.08) (.02) (.13) Net realized and unrealized gain (loss) 2.93 (2.07) (1.55) .25 3.82 --------------------------------------------------------------------- Total from investment operations 2.78 (2.18) (1.63) .23 3.69 - ------------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- (.11) -- Dividends in excess of net investment income -- -- -- -- -- 1 Distributions from net realized gain -- -- (1.57) (4.24) (1.11) --------------------------------------------------------------------- Total dividends and/or distributions to shareholders -- -- (1.57) (4.35) (1.11) - ------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $14.78 $12.00 $14.18 $17.38 $21.50 ===================================================================== - ------------------------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 2 23.17% (15.37)% (10.57)% 0.91% 21.05% - ------------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $52,459 $65,144 $ 93,590 $114,765 $143,632 - ------------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $55,378 $79,996 $105,464 $128,686 $134,690 - ------------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment loss (0.31)% (0.63)% (0.48)% (0.09)% (0.61)% Total expenses 2.47% 2.36% 2.31% 2.24% 2.25% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 2.44% N/A 4,5 N/A 4 N/A 4 N/A 4 - ------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 150% 75% 71% 104% 78% 1. Less than $0.005 per share. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%. 5. Voluntary waiver of transfer agent fees less than 0.01%.
See accompanying Notes to Financial Statements. 19 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. FINANCIAL HIGHLIGHTS Continued
Class C Year Ended November 30, 2003 2002 2001 2000 1999 - ------------------------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $11.96 $14.14 $17.33 $21.46 $18.89 - ------------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.05) (.12) (.07) (.02) (.12) Net realized and unrealized gain (loss) 2.82 (2.06) (1.55) .25 3.80 --------------------------------------------------------------------- Total from investment operations 2.77 (2.18) (1.62) .23 3.68 - ------------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- (.12) -- Dividends in excess of net investment income -- -- -- -- -- 1 Distributions from net realized gain -- -- (1.57) (4.24) (1.11) --------------------------------------------------------------------- Total dividends and/or distributions to shareholders -- -- (1.57) (4.36) (1.11) - ------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $14.73 $11.96 $14.14 $17.33 $21.46 ===================================================================== - ------------------------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 2 23.16% (15.42)% (10.54)% 0.91% 21.02% - ------------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $31,076 $26,361 $39,429 $45,179 $57,925 - ------------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $26,952 $33,801 $42,552 $51,539 $52,348 - ------------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment loss (0.33)% (0.63)% (0.48)% (0.10)% (0.61)% Total expenses 2.46% 2.37% 2.31% 2.24% 2.25% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 2.43% N/A 4,5 N/A 4 N/A 4 N/A 4 - ------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 150% 75% 71% 104% 78% 1. Less than $0.005 per share. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%. 5. Voluntary waiver of transfer agent fees less than 0.01%.
See accompanying Notes to Financial Statements. 20 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC.
Class N Year Ended November 30, 2003 2002 2001 1 - ------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $12.54 $14.76 $16.58 - ------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) .01 (.01) -- 2 Net realized and unrealized gain (loss) 2.97 (2.21) (1.82) --------------------------------------- Total from investment operations 2.98 (2.22) (1.82) - ------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- Dividends in excess of net investment income -- -- -- Distributions from net realized gain -- -- -- --------------------------------------- Total dividends and/or distributions to shareholders -- -- -- - ------------------------------------------------------------------------------------------- Net asset value, end of period $15.52 $12.54 $14.76 ======================================= - ------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 3 23.76% (15.04)% (10.98)% - ------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $2,329 $1,137 $522 - ------------------------------------------------------------------------------------------- Average net assets (in thousands) $1,637 $1,058 $275 - ------------------------------------------------------------------------------------------- Ratios to average net assets: 4 Net investment income (loss) 0.17% (0.02)% (0.05)% Total expenses 2.04% 1.90% 1.81% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 1.92% N/A 5,6 N/A 5 - ------------------------------------------------------------------------------------------- Portfolio turnover rate 150% 75% 71% 1. For the period from March 1, 2001 (inception of offering) to November 30, 2001. 2. Less than $0.005 per share. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. 6. Voluntary waiver of transfer agent fees less than 0.01%.
See accompanying Notes to Financial Statements. 21 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. Significant Accounting Policies Oppenheimer Quest International Value Fund, Inc. (the Fund), formerly Oppenheimer Quest Global Value Fund, Inc., is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund's investment objective is to seek long-term capital appreciation. The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The Manager has entered into a sub-advisory agreement with OpCap Advisors. The Fund offers Class A, Class B, Class C and Class N shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (CDSC). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. All classes of shares have identical rights and voting privileges. Earnings, net assets and net asset value per share may differ by minor amounts due to each class having its own expenses directly attributable to that class. Classes A, B, C and N have separate distribution and/or service plans. Class B shares will automatically convert to Class A shares six years after the date of purchase. The Fund assesses a 2% fee on the proceeds of fund shares that are redeemed (either by selling or exchanging to another Oppenheimer fund) within 30 days of their purchase. The fee, which is retained by the Fund, is accounted for as an addition to paid-in capital. The following is a summary of significant accounting policies consistently followed by the Fund. - -------------------------------------------------------------------------------- Securities Valuation. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations, a portfolio pricing service authorized by the Board of Directors, or at their fair value. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Directors. Short-term "money market type" debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value). - -------------------------------------------------------------------------------- Foreign Currency Translation. The Fund's accounting records are maintained in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars at the closing rates of exchange. Amounts related to the purchase and sale of foreign securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions. 22 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund's Statement of Operations. - -------------------------------------------------------------------------------- Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class. - -------------------------------------------------------------------------------- Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders, therefore, no federal income or excise tax provision is required. The tax components of capital shown in the table below represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes. Net Unrealized Appreciation Based on Cost of Undistributed Undistributed Accumulated Securities and Other Net Investment Long-Term Loss Investments for Federal Income Gains Carryforward 1,2,3 Income Tax Purposes -------------------------------------------------------------------------- $-- $-- $43,073,298 $39,885,463 1. As of November 30, 2003, the Fund had $42,936,952 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of November 30, 2003, details of the capital loss carryforward were as follows: Expiring ----------------------- 2010 $42,936,952 2. During the fiscal year November 30, 2003, the Fund utilized $20,399,474 of capital loss carryforward to offset capital gains realized in that fiscal year. During the fiscal year November 30, 2002, the Fund did not utilize any capital loss carryforwards. 3. As of November 30, 2003, the Fund had $52,431 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2012. Additionally, the Fund had $83,915 of post-October foreign currency losses which were deferred. Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund. Accordingly, the following amounts have been reclassified for November 30, 2003. Net assets of the Fund were unaffected by the reclassifications. 23 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Significant Accounting Policies Continued Reduction Reduction to Reduction to to Paid-in Accumulated Net Accumulated Net Realized Capital Investment Income Loss on Investments --------------------------------------------------------- $491,091 $784,994 $1,276,085 No distributions were paid during the years ended November 30, 2003 and November 30, 2002. The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of November 30, 2003 are noted below. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss. Federal tax cost of securities $295,732,712 Federal tax cost of other investments 3,586,722 ------------ Total federal tax cost $299,319,434 ============ Gross unrealized appreciation $ 43,674,601 Gross unrealized depreciation (3,789,138) ------------ Net unrealized appreciation $ 39,885,463 ============ - -------------------------------------------------------------------------------- Directors' Compensation. The Fund has adopted an unfunded retirement plan for the Fund's independent directors. Benefits are based on years of service and fees paid to each director during the years of service. During the year ended November 30, 2003, the Fund's projected benefit obligations were increased by $1,422 and payments of $1,222 were made to retired directors, resulting in an accumulated liability of $47,093 as of November 30, 2003. The Board of Directors has adopted a deferred compensation plan for independent directors that enables directors to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or are invested in other Oppenheimer funds selected by the Director. Deferral of directors' fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund's assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan. - -------------------------------------------------------------------------------- Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually. - -------------------------------------------------------------------------------- Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at 24 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. - -------------------------------------------------------------------------------- Expense Offset Arrangement. The reduction of custodian fees represents earnings on cash balances maintained by the Fund. - -------------------------------------------------------------------------------- Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. - -------------------------------------------------------------------------------- Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. - -------------------------------------------------------------------------------- 2. Shares of Capital Stock The Fund has authorized 100 million shares of $0.01 par value capital stock in the aggregate to be apportioned among each class of shares. Transactions in shares of capital stock were as follows:
Year Ended November 30, 2003 Year Ended November 30, 2002 Shares Amount Shares Amount - ------------------------------------------------------------------------------------------------- Class A Sold 8,676,830 $ 110,860,888 5,615,835 $ 74,957,354 Redeemed (8,165,976) (103,403,712) (6,603,328) (86,960,326) --------------------------------------------------------------------- Net increase (decrease) 510,854 $ 7,457,176 (987,493) $(12,002,972) ===================================================================== - ------------------------------------------------------------------------------------------------- Class B Sold 706,097 $ 8,800,023 789,659 $ 10,548,463 Redeemed (2,585,927) (32,217,922) (1,959,335) (25,445,571) --------------------------------------------------------------------- Net decrease (1,879,830) $ (23,417,899) (1,169,676) $(14,897,108) ===================================================================== - ------------------------------------------------------------------------------------------------- Class C Sold 499,414 $ 6,222,943 545,413 $ 7,274,366 Redeemed (593,850) (7,298,448) (1,130,158) (13,984,399) --------------------------------------------------------------------- Net decrease (94,436) $ (1,075,505) (584,745) $ (6,710,033) ===================================================================== - ------------------------------------------------------------------------------------------------- Class N Sold 116,973 $ 1,569,327 119,359 $ 1,683,121 Redeemed (57,645) (799,969) (64,029) (875,341) --------------------------------------------------------------------- Net increase 59,328 $ 769,358 55,330 $ 807,780 =====================================================================
25 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 3. Purchases and Sales of Securities The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended November 30, 2003, were $421,926,003 and $440,176,945, respectively. - -------------------------------------------------------------------------------- 4. Fees and Other Transactions with Affiliates Management Fees. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund which provides for a fee at an annual rate of 0.75% of the first $400 million of average annual net assets of the Fund, 0.70% of the next $400 million, and 0.65% of average annual net assets in excess of $800 million. Effective January 1, 2004, the investment advisory agreement with the Fund will provide for a fee at an annual rate of 0.75% of the first $400 million of average annual net assets of the Fund, 0.65% of the next $400 million, 0.60% of the next $400 million and 0.55% of average annual net assets in excess of $1.2 billion. - -------------------------------------------------------------------------------- Administration Fees. Administration fees paid to the Manager were in accordance with the administration agreement with the Fund which provides for a fee of 0.25% of the average annual net assets of the Fund. During the year ended November 30, 2003, the Fund paid $718,239 to the Manager for administration services. - -------------------------------------------------------------------------------- Sub-Advisor Fees. The Manager retains OpCap Advisors (the Sub-Advisor) to provide the day-to-day portfolio management of the Fund. For the year ended November 30, 2003, the Manager paid $775,368 to the Sub-Advisor for its services to the Fund. - -------------------------------------------------------------------------------- Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended November 30, 2003, the Fund paid $761,475 to OFS for services to the Fund. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes, up to an annual rate of 0.35% of average net assets per class. This undertaking may be amended or withdrawn at any time. - -------------------------------------------------------------------------------- Distribution and Service Plan (12b-1) Fees. Under its General Distributor's Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the Distributor) acts as the Fund's principal underwriter in the continuous public offering of the different classes of shares of the Fund. The compensation paid to (or retained by) the Distributor from the sale of shares or on the redemption of shares is shown in the table below for the period indicated.
Aggregate Class A Concessions Concessions Concessions Concessions Front-End Front-End on Class A on Class B on Class C on Class N Sales Charges Sales Charges Shares Shares Shares Shares on Class A Retained by Advanced by Advanced by Advanced by Advanced by Year Ended Shares Distributor Distributor 1 Distributor 1 Distributor 1 Distributor 1 - ---------------------------------------------------------------------------------------------------------------- November 30, 2003 $287,037 $62,411 $94,479 $193,078 $41,273 $10,353 1. The Distributor advances concession payments to dealers for certain sales of Class A shares and for sales of Class B, Class C and Class N shares from its own resources at the time of sale.
26 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. Class A Class B Class C Class N Contingent Contingent Contingent Contingent Deferred Deferred Deferred Deferred Sales Charges Sales Charges Sales Charges Sales Charges Retained by Retained by Retained by Retained by Year Ended Distributor Distributor Distributor Distributor - -------------------------------------------------------------------------------- November 30, 2003 $2,075 $135,211 $4,371 $5,382 - -------------------------------------------------------------------------------- Distribution and Service Plan for Class A Shares. The Fund has adopted a Distribution and Service Plan for Class A shares. Under the plan the Fund paid an asset-based sales charge to the Distributor at an annual rate equal to 0.15% of average annual net assets representing Class A shares purchased before September 1, 1993 and 0.10% of average annual net assets representing Class A shares purchased on or before December 31, 2002. Beginning January 1, 2003, the Board of Directors set the annual rate at zero for all Class A shares. The Fund also pays a service fee to the Distributor of 0.25% of the average annual net assets of Class A shares. For the year ended November 30, 2003, expense under the Class A plan totaled $521,077, all of which were paid by the Distributor to recipients, which included $6,534 retained by the Distributor and $23,957 which was paid to an affiliate of the Manager. - -------------------------------------------------------------------------------- Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares. Under the plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% per year on Class B shares and on Class C shares and the Fund pays the Distributor an annual asset-based sales charge of 0.25% per year on Class N shares. The Distributor also receives a service fee of 0.25% per year under each plan. Distribution fees paid to the Distributor for the year ended November 30, 2003, were as follows: Distributor's Distributor's Aggregate Aggregate Uncompensated Uncompensated Expenses as % Total Payments Amount Retained Expenses of Net Assets Under Plan by Distributor Under Plan of Class - ------------------------------------------------------------------------------ Class B Plan $554,125 $400,789 $473,211 0.90% Class C Plan 269,388 41,215 963,336 3.10 Class N Plan 8,168 6,234 44,827 1.92 - -------------------------------------------------------------------------------- 5. Foreign Currency Contracts A foreign currency contract is a commitment to purchase or sell a foreign currency at a future date, at a negotiated rate. The Fund may enter into foreign currency contracts to settle specific purchases or sales of securities denominated in a foreign currency and for protection from adverse exchange rate fluctuation. Risks to the Fund include the potential inability of the counterparty to meet the terms of the contract. 27 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 5. Foreign Currency Contracts Continued The net U.S. dollar value of foreign currency underlying all contractual commitments held by the Fund and the resulting unrealized appreciation or depreciation are determined using prevailing foreign currency exchange rates. Unrealized appreciation and depreciation on foreign currency contracts are reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations with the change in unrealized appreciation or depreciation. The Fund may realize a gain or loss upon the closing or settlement of the foreign transaction. Contracts closed or settled with the same broker are recorded as net realized gain or loss. Such realized gains and losses are reported with all other foreign currency gains and losses in the Statement of Operations. As of November 30, 2003, the Fund had outstanding foreign currency contracts as follows:
Contract Valuation Expiration Amount as of Unrealized Unrealized Contract Description Dates (000s) Nov. 30, 2003 Appreciation Depreciation - -------------------------------------------------------------------------------------------------- Contracts to Purchase Euro [EUR] 12/1/03 307EUR $ 367,615 $ 1,257 $ -- Contracts to Sell Japanese Yen [JPY] 12/1/03 352,557JPY 3,219,108 -- 18,060 ----------------------- Total unrealized appreciation and depreciation $ 1,257 $ 18,060 =======================
- -------------------------------------------------------------------------------- 6. Borrowing and Lending Arrangements The Fund entered into an "interfund borrowing and lending arrangement" with other funds in the Oppenheimer funds complex, to allow funds to borrow for liquidity purposes. The arrangement was initiated pursuant to exemptive relief granted by the Securities and Exchange Commission to allow these affiliated funds to lend money to, and borrow money from, each other, in an attempt to reduce borrowing costs below those of bank loan facilities. Under the arrangement the Fund may lend money to other Oppenheimer funds and may borrow from other Oppenheimer funds at a rate set by the Fund's Board of Directors, based upon a recommendation by the Manager. The Fund's borrowings, if any, are subject to asset coverage requirements under the Investment Company Act and the provisions of the SEC order and other applicable regulations. If the Fund borrows money, there is a risk that the loan could be called on one day's notice, in which case the Fund might have to borrow from a bank at higher rates if a loan were not available from another Oppenheimer fund. If the Fund lends money to another fund, it will be subject to the risk that the other fund might not repay the loan in a timely manner, or at all. The Fund had no interfund borrowings or loans outstanding during the year ended or at November 30, 2003. 28 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. INDEPENDENT AUDITORS' REPORT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Board of Directors and Shareholders of Oppenheimer Quest International Value Fund, Inc.: We have audited the accompanying statement of assets and liabilities of Oppenheimer Quest International Value Fund, Inc., formerly Oppenheimer Quest Global Value Fund, Inc., including the statement of investments, as of November 30, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. 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 audits. The financial highlights for the year ended November 30, 1999, were audited by other auditors whose report dated December 21, 1999, expressed an unqualified opinion on this information. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 November 30, 2003, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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 audits provide 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 Oppenheimer Quest Inter- national Value Fund, Inc. as of November 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Denver, Colorado December 19, 2003 29 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. FEDERAL INCOME TAX INFORMATION Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In early 2004, if applicable, shareholders of record will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2003. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. A portion, if any, of the dividends paid by the Fund during the fiscal year ended November 30, 2003 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. $6,460,591 of the Fund's fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2004, shareholders of record will receive information regarding the percentage of distributions that are eligible for lower individual income tax rates. The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance. PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities ("portfolio proxies") held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, (ii) on the Fund's website at www.oppenheimerfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund will be required to file new Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The first such filing is due no later than August 31, 2004, for the twelve months ended June 30, 2004. Once filed, the Fund's Form N-PX filing will be available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, and (ii) on the SEC's website at www.sec.gov. 30 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. DIRECTORS AND OFFICERS Unaudited - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------- Name, Position(s) Held with Principal Occupation(s) During Past 5 Years; Other Trusteeships/Directorships Held Fund, Length of Service, Age by Director; Number of Portfolios in Fund Complex Currently Overseen by Director INDEPENDENT The address of each Director in the chart below is 6803 S. Tucson Way, DIRECTORS Centennial, CO 80112-3924. Each Director serves for an indefinite term, until his or her resignation, retirement, death or removal. Thomas W. Courtney, Principal of Courtney Associates, Inc. (venture capital firm); former General Chairman of the Partner of Trivest Venture Fund (private venture capital fund); former President Board of Directors, of Investment Counseling Federated Investors, Inc.; Trustee of the following Director (since 1990) open-end investment companies: Cash Assets Trust, PIMCO ADVISORS VIT, Tax Free Age: 70 Trust of Arizona and 4 funds for the Hawaiian Tax Free Trust. Oversees 10 portfolios in the OppenheimerFunds complex. Paul Y. Clinton, Principal of Clinton Management Associates, a financial and venture capital Director (since 1990) consulting firm; Trustee of the following open-end investment companies: Trustee Age: 71 of Capital Cash Management Trust, Prime Cash Fund, PIMCO ADVISORS VIT and Narragansett Insured Tax-Free Income Fund. Oversees 10 portfolios in the OppenheimerFunds complex. Robert G. Galli, A trustee or director of other Oppenheimer funds. Oversees 35 portfolios in the Director (since 1998) OppenheimerFunds complex. Age: 70 Lacy B. Herrmann, Chairman and Chief Executive Officer of Aquila Management Corporation, the Director (since 1996) sponsoring organization and manager, administrator and/or sub-adviser to the Age: 74 following open-end investment companies, and Chairman of the Board of Trustees and President of each: Churchill Cash Reserves Trust, Aquila-Cascadia Equity Fund, Cash Assets Trust, Prime Cash Fund, Narragansett Insured Tax-Free Income Fund, Tax-Free Fund For Utah, Churchill Tax-Free Fund of Kentucky, Tax-Free Fund of Colorado, Tax-Free Trust of Oregon, Tax-Free Trust of Arizona, Hawaiian Tax-Free Trust, and Aquila Rocky Mountain Equity Fund and PIMCO ADVISORS VIT; Vice President, Director, Secretary, and formerly Treasurer of Aquila Distributors, Inc., distributor of the above funds; President and Chairman of the Board of Trustees of Capital Cash Management Trust ("CCMT"), and an Officer and Trustee/Director of its predecessors; President and Director of STCM Management Company, Inc., sponsor and adviser to CCMT; Chairman, President and a Director of InCap Management Corporation, formerly sub-adviser and administrator of Prime Cash Fund and Short Term Asset Reserves; Trustee Emeritus of Brown University. Oversees 10 portfolios in the OppenheimerFunds complex. Brian Wruble, Special Limited Partner (since January 1999) of Odyssey Investment Partners, LLC Director (since 2001) (private equity investment); General Partner (since September 1996) of Odyssey Age: 60 Partners, L.P. (hedge fund in distribution since 1/1/97); Board of Governing Trustees (since August 1990) of The Jackson Laboratory (non-profit); Trustee (since May 1992) of Institute for Advanced Study (educational institute); formerly Trustee (May 2000 - 2002) of Research Foundation of AIMR (investment research, non-profit); Governor, Jerome Levy Economics Institute of Bard College (economics research) (August 1990-September 2001); Director of Ray & Berendtson, Inc. (executive search firm) (May 2000-April 2002). Oversees 10 portfolios in the OppenheimerFunds complex.
31 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. DIRECTORS AND OFFICERS Unaudited / Continued - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------- OFFICERS The address of the Officers in the chart below is as follows: for Messrs. Murphy and Zack, Two World Financial Center, 225 Liberty Street, New York, NY 10281-1008, for Mr. Wixted, 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Officer serves for an annual term or until his or her earlier resignation, death or removal. John V. Murphy, Chairman, Chief Executive Officer and director (since June 2001) and President President (since 2001) (since September 2000) of the Manager; President and a director or trustee of Age: 54 other Oppenheimer funds; President and a director (since July 2001) of Oppenheimer Acquisition Corp. (the Manager's parent holding company) and of Oppenheimer Partnership Holdings, Inc. (a holding company subsidiary of the Manager); a director (since November 2001) of OppenheimerFunds Distributor, Inc. (a subsidiary of the Manager); Chairman and a director (since July 2001) of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager); President and a director (since July 2001) of OppenheimerFunds Legacy Program (a charitable trust program established by the Manager); a director of the investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc. and Centennial Asset Management Corporation (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 1, 2001) and a director (since July 2001) of Oppenheimer Real Asset Management, Inc.; a director (since November 2001) of Trinity Investment Management Corp. and Tremont Advisers, Inc. (Investment advisory affiliates of the Manager); Executive Vice President (since February 1997) of Massachusetts Mutual Life Insurance Company (the Manager's parent company); a director (since June 1995) of DLB Acquisition Corporation (a holding company that owns the shares of David L. Babson & Company, Inc.); formerly, Chief Operating Officer (September 2000-June 2001) of the Manager; President and trustee (November 1999-November 2001) of MML Series Investment Fund and MassMutual Institutional Funds (open-end investment companies); a director (September 1999-August 2000) of C.M. Life Insurance Company; President, Chief Executive Officer and director (September 1999-August 2000) of MML Bay State Life Insurance Company; a director (June 1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings Bank (a wholly-owned subsidiary of Emerald Isle Bancorp). Oversees 72 portfolios as Trustee/Officer and 10 portfolios as Officer in the OppenheimerFunds complex. Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer Treasurer (since 1999) (since March 1999) of HarbourView Asset Management Corporation, Shareholder Age: 44 Services, Inc., Oppenheimer Real Asset Management Corporation, Shareholder Financial Services, Inc., Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc. (since March 2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000) and OFI Institutional Asset Management, Inc. (since November 2000) (offshore fund management subsidiaries of the Manager); Treasurer and Chief Financial Officer (since May 2000) of Oppenheimer Trust Company (a trust company subsidiary of the Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. and OppenheimerFunds Legacy Program (since April 2000); formerly Principal and Chief Operating Officer (March 1995-March 1999), Bankers Trust Company-Mutual Fund Services Division. An officer of 82 portfolios in the OppenheimerFunds complex.
32 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC.
Robert G. Zack, Senior Vice President (since May 1985) and General Counsel (since February 2002) Secretary (since 2001) of the Manager; General Counsel and a director (since November 2001) of Age: 55 OppenheimerFunds Distributor, Inc.; Senior Vice President and General Counsel (since November 2001) of HarbourView Asset Management Corporation; Vice President and a director (since November 2000) of Oppenheimer Partnership Holdings, Inc.; Senior Vice President, General Counsel and a director (since November 2001) of Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI Private Investments, Inc., Oppenheimer Trust Company and OFI Institutional Asset Management, Inc.; General Counsel (since November 2001) of Centennial Asset Management Corporation; a director (since November 2001) of Oppenheimer Real Asset Management, Inc.; Assistant Secretary and a director (since November 2001) of OppenheimerFunds International Ltd.; Vice President (since November 2001) of OppenheimerFunds Legacy Program; Secretary (since November 2001) of Oppenheimer Acquisition Corp.; formerly Acting General Counsel (November 2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of Shareholder Services, Inc. (May 1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November 2001); OppenheimerFunds International Ltd. and OppenheimerFunds plc (October 1997-November 2001). An officer of 82 portfolios in the OppenheimerFunds complex.
The Fund's Statement of Additional Information contains additional information about the Fund's Directors and is available without charge upon request. 33 | OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC. ITEM 2. CODE OF ETHICS ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Directors of the Fund has determined that the Fund does not have an audit committee financial expert serving on its Audit Committee. In this regard, no member of the Audit Committee was identified as having all of the technical attributes identified in Instruction 2(b) to Item 3 of Form N-CSR to qualify as an "audit committee financial expert," whether through the type of specialized education or experience described in that Instruction. The Board has concluded that while the members of the Audit Committee collectively have the necessary attributes and experience required to serve effectively as an Audit Committee, no single member possesses all of the required technical attributes through the particular methods of education or experience set forth in the Instructions to be designated as an audit committee financial expert. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES - NOT REQUIRED ITEM 5. NOT APPLICABLE ITEM 6. RESERVED ITEM 7. NOT APPLICABLE ITEM 8. RESERVED ITEM 9. CONTROLS AND PROCEDURES (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of November 30, 2003, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to be appropriately designed to ensure that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls or in other factors that could significantly affect registrant's internal controls subsequent to the date of the most recent evaluation as indicated, including no significant deficiencies or material weaknesses that required corrective action. ITEM 10. EXHIBITS. (A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT) (B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS) EX-99.CERT 3 ex99_302cert-254.txt EX99_302CERT-254 Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, John V. Murphy, certify that: -------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer Quest International Value Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: 1/15/04 /s/ John V. Murphy ---------------------------- John V. Murphy Chief Executive Officer Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, Brian W. Wixted, certify that: --------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer Quest International Value Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: 1/15/04 /s/ Brian W. Wixted ---------------------------- Brian W. Wixted Chief Financial Officer EX-99.906 4 ex99_906cert-254.txt EX99_906CERT-254 EX-99.906CERT Section 906 Certifications CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003 John V. Murphy, Chief Executive Officer, and Brian W. Wixted, Chief -------------- --------------- Financial Officer, of Oppenheimer Quest International Value Fund, Inc. (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended November 30, 2003 (the "Form N-CSR") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. Chief Executive Officer Chief Financial Officer Oppenheimer Quest International Oppenheimer Quest International Value Fund, Inc. Value Fund, Inc. /s/ John V. Murphy /s/ Brian W. Wixted - ---------------------------- ---------------------------- John V. Murphy Brian W. Wixted Date: 1/15/04 Date: 1/15/04 EX-99.CODE ETH 5 ex99_code-254.txt EX99_CODE-254 EX-99.CODE ETH CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF THE OPPENHEIMER FUNDS AND OF OPPENHEIMERFUNDS, INC. This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the "Code") has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as "OFI") acts as investment adviser (individually, a "Fund" and collectively, the "Funds"), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406. This Code applies to each Fund's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions ("Covered Officers"). A listing of positions currently within the ambit of Covered Officers is attached as EXHIBIT A.(1) 1. Purpose of the Code This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission ("SEC") and in other public ommunications made by the Fund; o compliance with applicable governmental laws, rules and regulations; o the prompt internal reporting of violations of this Code to the Code Administrator identified below; and o accountability for adherence to this Code. In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund's financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds' business and affairs in an honest and ethical manner. - -------- 1 The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by the Oppenheimer Funds dated May 15, 2002, under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI's fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds. 2. Prohibitions The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders. No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders. No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations. No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund: (i) employ any device, scheme or artifice to defraud a Fund or its shareholders; (ii) intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public; (iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders; (iv) engage in any manipulative practice with respect to any Fund; (v) use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders; (vi) intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund; (vii) intentionally mislead or omit to provide material information to the Fund's independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters; (viii) fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws; (ix) retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or (x) fails to acknowledge or certify compliance with this Code if requested to do so. 3. Reports of Conflicts of Interests If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer's reasonable belief, the appearance of one, he or she must immediately report the matter to the Code's Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI's Chief Executive Officer. Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund's Board of Trustees/Directors. 4. Waivers Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund. In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider hether the proposed waiver: : (i) is prohibited by this Code; (ii) is consistent with honest and ethical conduct; and (iii) will result in a conflict of interest between the Covered Officer's personal and professional obligations to a Fund. In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund's Board of Trustees/Directors. 5. Reporting Requirements (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code. (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto. (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser. (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments. (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code. (f) Any changes to or waivers of this Code, including "implicit" waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules.(2) 6. Annual Renewal At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund's legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code. 7. Sanctions Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI. 8. Administration and Construction (a) The administration of this Code of Ethics shall be the responsibility of OFI's General Counsel or his designee as the "Code Administrator" of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds. (b) The duties of such Code Administrator will include: (i) Continuous maintenance of a current list of the names of all Covered Officers; (ii) Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder; (iii) Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder; (iv) Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations; (v) Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the - ----------- 2 An "implicit waiver" is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, an executive officer of the Fund or OFI. affected Fund(s) or any committee appointed by them to deal with such information; and (vi) Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code. (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment. 9. Required Records The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred): (a) A copy of any Code which has been in effect during the period; (b) A record of any violation of any such Code and of any action taken as a result of such violation, during the period; (c) A copy of each annual report pursuant to the Code made by a Covered Officer during the period; (d) A copy of each report made by the Code Administrator pursuant to this Code during the period; (e) A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports; (f) A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and (g) A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision. 10. Amendments and Modifications This Code may not be amended or modified except by an amendment in writing which is approved or ratified by OFI and by a majority vote of the Independent Trustees/Directors of each of the applicable Funds. 11. Confidentiality. This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process. Dated as of: June 25, 2003 Adopted by Board I of the Oppenheimer Funds June 13, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board II of the Oppenheimer/Centennial Funds June 24, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board III of the Oppenheimer Funds June 9, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board IV of the Oppenheimer Funds May 21, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by the Boards of Directors of OppenheimerFunds, Inc. and its subsidiaries and affiliates that act as investment adviser to the Oppenheimer or Centennial funds June 1, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Senior Vice President and General Counsel EXHIBIT A POSITIONS COVERED BY THIS CODE OF ETHICS FOR SENIOR OFFICERS Each Oppenheimer or Centennial fund Principal Executive Officer Principal Financial Officer Treasurer Assistant Treasurer Personnel of OFI who by virtue of their jobs perform critical financial and accounting functions for OFI on behalf of a Fund, including: Treasurer Senior Vice President/Fund Accounting Vice President/Fund Accounting -----END PRIVACY-ENHANCED MESSAGE-----