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 811-2944
OPPENHEIMER QUEST 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: OCTOBER 31
Date of reporting period: OCTOBER 31, 2006
ITEM 1. REPORTS TO STOCKHOLDERS.
TOP HOLDINGS AND ALLOCATIONS
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TOP TEN COMMON STOCK INDUSTRIES
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Media 7.2%
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Oil & Gas 7.0
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Capital Markets 7.0
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Software 6.1
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Semiconductors & Semiconductor Equipment 5.9
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Industrial Conglomerates 5.9
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Aerospace & Defense 5.9
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Insurance 5.2
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Tobacco 5.0
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Pharmaceuticals 4.5
Portfolio holdings and allocations are subject to change. Percentages are as of
October 31, 2006, and are based on net assets.
TOP TEN COMMON STOCK HOLDINGS
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Exxon Mobil Corp. 7.0%
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Siemens AG, Sponsored ADR 5.9
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Altria Group, Inc. 5.0
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UBS AG 4.9
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Texas Instruments, Inc. 4.9
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Bank of America Corp. 4.4
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Everest Re Group Ltd. 4.3
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Capital One Financial Corp. 4.3
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Liberty Global, Inc., Series C 4.1
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United Technologies Corp. 3.8
Portfolio holdings and allocations are subject to change. Percentages are as of
October 31, 2006, and are based on net assets.
For more current Fund holdings, please visit www.oppenheimerfunds.com.
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9 | OPPENHEIMER QUEST VALUE FUND, INC.
TOP HOLDINGS AND ALLOCATIONS
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SECTOR ALLOCATION
[THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.]
Financials 28.7%
Capital Markets 7.4
Insurance 5.6
Diversified Financial Services 4.7
Consumer Finance 4.5
Thrifts & Mortgage Finance 3.4
Commercial Banks 3.1
Information Technology 13.8
Industrials 12.5
Consumer Staples 10.0
Consumer Discretionary 8.7
Energy 8.5
Health Care 6.9
Utilities 6.8
Materials 2.3
Telecommunication Services 1.8
Portfolio holdings and allocations are subject to change. Percentages are as of
October 31, 2006, and are based on the total market value of common stocks.
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10 | OPPENHEIMER QUEST VALUE FUND, INC.
FUND PERFORMANCE DISCUSSION
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HOW HAS THE FUND PERFORMED? BELOW IS A DISCUSSION BY OPPENHEIMERFUNDS, INC., OF
THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR ENDED OCTOBER 31, 2006, FOLLOWED
BY A GRAPHICAL COMPARISON OF THE FUND'S PERFORMANCE TO AN APPROPRIATE
BROAD-BASED MARKET INDEX.
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE. The Fund's Class A shares (without
sales charge) returned 15.15% for the 12-month period ended October 31, 2006.
The Fund underperformed its benchmark, the S&P 500 Index, which returned 16.33%,
as well as the Russell 1000 Value Index, which returned 21.46% over the same
period. Fund performance was hurt by holdings in the technology and
telecommunications sectors. Underperformance in these sectors more than offset
outperformance in the healthcare, consumer staples, financial services and
energy sectors. Early in the reporting period, investors became concerned about
what effects rising interest rates and high energy costs might have on future
economic growth. In this environment, many stock prices fell, particularly for
small-cap stocks. This Fund was somewhat cushioned from those declines as most
of its holdings are large-cap stocks. When inflation and economic concerns eased
during the summer months, the Fund enjoyed healthier equity returns.
Most of the Fund's best relative gains were achieved in the health care,
consumer staples, financials and energy areas. Within health care, the Fund
benefited from its underweight position to managed care providers. Consumer
staples stocks also posted strong gains for the Fund. The Fund benefited from
our holdings in ConAgra Foods, Inc., the global retail food products firm.
Management has effectively created a turnaround story by improving its execution
on costs, thereby increasing the company's stock price. The Fund also benefited
by having a position in Wal-Mart Stores, Inc., during a period when the stock
performed well.
The financials sector also produced attractive relative returns for the
Fund. Here, our holdings in UBS AG, which happens to be one of the Fund's
largest holdings, benefited from robust asset gathering in its private wealth
business. What's more, the company is positioned to experience a meaningful
operating leverage in Europe, where they have invested a great deal of money to
create a comprehensive client service infrastructure. Banking firms Bank of
America Corp. and Wells Fargo & Co. prospered due to a healthy U.S. economy and
low loan default rates in light of the strong labor market. We sold our position
in Wells Fargo and took profits.
Within energy, the Fund benefited from its underweight position to a
number of small and medium-sized oil and natural gas companies at a time when
falling energy prices hurt stock returns. In addition, our overweight position
in Exxon Mobil Corp. also greatly aided performance during the reporting period.
11 | OPPENHEIMER QUEST VALUE FUND, INC.
FUND PERFORMANCE DISCUSSION
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On the other hand, virtually all of the Fund's negative performance can be
traced to its holdings in two areas: technology and telecommunications. Within
technology, the Fund's holdings in Take-Two Interactive Software, Inc. hindered
performance as investors' concerns mounted over the company's expense management
and near-term revenue viability. However, we continue to believe that Take-Two's
earnings power is substantial in light of their video game development talent.
Novell, Inc. also disappointed during the reporting period, where its transition
from its previous operating system, Netware, to its new system, OES, has not
gone as well as we had hoped. The stock has been punished and our holdings there
hurt the Fund's relative performance. Compuware Corp. also detracted from the
Fund's relative performance. Two of the company's key non-mainframe products
failed to meet our expectations. Consequently, we sold the stock. Hutchinson
Technology, Inc., a leading manufacturer of suspension assemblies for hard disk
drives, suffered during the reporting period due to a slowdown in PC sales.
A lot of the Fund's negative performance in the telecommunications area
can be attributed to not owning AT&T, Inc. and Verizon Communications, Inc., at
a time when both companies performed well, and instead choosing to invest in
Sprint Nextel Corp. During the reporting period, Sprint came under pressure due
to its inability to attract enough subscribers as well a lack of progress
addressing "churn," which is defined as a percentage of customers that leave.
Generally speaking, when churn levels increase, profitability decreases. We
trimmed our position in Sprint during the reporting period, but remain
optimistic regarding the company's long-term potential.
As of the end of the reporting period, the Fund has underweight positions
relative to the S&P 500 Index in the health care and energy areas. Conversely,
the Fund's most significant relative overweight positions are within the
financials and utilities areas.
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 October 31, 2006. In the case of Class A, Class B and Class C
shares, performance is measured for a ten-fiscal-year period. In the case of
Class N shares, performance is measured from inception of the Class on March 1,
2001. In the case of Class Y shares, performance is measured from inception of
the Class on December 16, 1996. 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. Past performance cannot
guarantee future results.
12 | OPPENHEIMER QUEST VALUE FUND, INC.
The Fund's performance is compared to the performance of the Standard &
Poor's (S&P) 500 Index, a broad-based index of equity securities widely regarded
as a general measure of the performance of the U.S. equity securities market.
Index performance reflects the reinvestment of income but does not consider the
effect of transaction costs, and none of the data in the graphs shows the effect
of taxes. The Fund's performance reflects the effects of the Fund's 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.
13 | OPPENHEIMER QUEST VALUE FUND, INC.
FUND PERFORMANCE DISCUSSION
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CLASS A SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Quest Value Fund, Inc.(SM) (Class A)
S&P 500 Index
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Oppenheimer
Quest Value
Fund, Inc.(SM)
(Class A) S&P 500 Index
--------------- -------------
10/31/1996 $ 9,425 $10,000
01/31/1997 $10,055 $11,200
04/30/1997 $10,072 $11,471
07/31/1997 $11,855 $13,725
10/31/1997 $11,820 $13,210
01/31/1998 $12,237 $14,213
04/30/1998 $13,931 $16,182
07/31/1998 $13,363 $16,375
10/31/1998 $12,987 $16,118
01/31/1999 $13,185 $18,834
04/30/1999 $14,591 $19,714
07/31/1999 $13,831 $19,683
10/31/1999 $13,786 $20,254
01/31/2000 $13,012 $20,782
04/30/2000 $13,242 $21,709
07/31/2000 $12,687 $21,447
10/31/2000 $13,985 $21,485
01/31/2001 $15,017 $20,595
04/30/2001 $15,024 $18,894
07/31/2001 $14,951 $18,376
10/31/2001 $13,254 $16,138
01/31/2002 $13,628 $17,272
04/30/2002 $13,749 $16,511
07/31/2002 $11,880 $14,036
10/31/2002 $11,329 $13,701
01/31/2003 $11,156 $13,298
04/30/2003 $11,721 $14,314
07/31/2003 $12,686 $15,529
10/31/2003 $13,794 $16,549
01/31/2004 $14,718 $17,892
04/30/2004 $14,597 $17,587
07/31/2004 $14,749 $17,573
10/31/2004 $15,051 $18,107
01/31/2005 $16,143 $19,005
04/30/2005 $15,930 $18,701
07/31/2005 $17,013 $20,041
10/31/2005 $16,784 $19,685
01/31/2006 $17,821 $20,977
04/30/2006 $18,301 $21,581
07/31/2006 $17,877 $21,118
10/31/2006 $19,327 $22,899
AVERAGE ANNUAL TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND AT
10/31/06
1-Year 8.53% 5-Year 6.57% 10-Year 6.81%
14 | OPPENHEIMER QUEST VALUE FUND, INC.
CLASS B SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Quest Value Fund, Inc.(SM) (Class B)
S&P 500 Index
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Oppenheimer
Quest Value
Fund, Inc.(SM)
(Class B) S&P 500 Index
------------- -------------
10/31/1996 $10,000 $10,000
01/31/1997 $10,653 $11,200
04/30/1997 $10,660 $11,471
07/31/1997 $12,533 $13,725
10/31/1997 $12,471 $13,210
01/31/1998 $12,903 $14,213
04/30/1998 $14,664 $16,182
07/31/1998 $14,049 $16,375
10/31/1998 $13,641 $16,118
01/31/1999 $13,826 $18,834
04/30/1999 $15,278 $19,714
07/31/1999 $14,468 $19,683
10/31/1999 $14,393 $20,254
01/31/2000 $13,566 $20,782
04/30/2000 $13,782 $21,709
07/31/2000 $13,188 $21,447
10/31/2000 $14,506 $21,485
01/31/2001 $15,555 $20,595
04/30/2001 $15,532 $18,894
07/31/2001 $15,437 $18,376
10/31/2001 $13,661 $16,138
01/31/2002 $14,030 $17,272
04/30/2002 $14,135 $16,511
07/31/2002 $12,189 $14,036
10/31/2002 $11,609 $13,701
01/31/2003 $11,432 $13,298
04/30/2003 $12,011 $14,314
07/31/2003 $13,000 $15,529
10/31/2003 $14,135 $16,549
01/31/2004 $15,082 $17,892
04/30/2004 $14,958 $17,587
07/31/2004 $15,113 $17,573
10/31/2004 $15,423 $18,107
01/31/2005 $16,542 $19,005
04/30/2005 $16,323 $18,701
07/31/2005 $17,433 $20,041
10/31/2005 $17,199 $19,685
01/31/2006 $18,261 $20,977
04/30/2006 $18,753 $21,581
07/31/2006 $18,319 $21,118
10/31/2006 $19,804 $22,899
AVERAGE ANNUAL TOTAL RETURNS OF CLASS B SHARES WITH SALES CHARGE OF THE FUND AT
10/31/06
1-Year 9.59% 5-Year 6.67% 10-Year 7.07%
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT
GUARANTEE FUTURE RESULTS. THE 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 THEIR ORIGINAL COST. CURRENT
PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE
DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM,
OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE,
REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES,
THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE
CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 2% (5-YEAR); AND FOR CLASS C
AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD.
THERE IS NO SALES CHARGE FOR CLASS Y SHARES. BECAUSE CLASS B SHARES CONVERT TO
CLASS A SHARES 72 MONTHS AFTER PURCHASE, THE 10-YEAR RETURN FOR CLASS B USES
CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 19 FOR FURTHER
INFORMATION.
15 | OPPENHEIMER QUEST VALUE FUND, INC.
FUND PERFORMANCE DISCUSSION
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CLASS C SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Quest Value Fund, Inc.(SM) (Class C)
S&P 500 Index
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Oppenheimer
Quest Value
Fund, Inc.(SM)
(Class C) S&P 500 Index
------------- -------------
10/31/1996 $10,000 $10,000
01/31/1997 $10,654 $11,200
04/30/1997 $10,660 $11,471
07/31/1997 $12,534 $13,725
10/31/1997 $12,479 $13,210
01/31/1998 $12,904 $14,213
04/30/1998 $14,671 $16,182
07/31/1998 $14,050 $16,375
10/31/1998 $13,642 $16,118
01/31/1999 $13,831 $18,834
04/30/1999 $15,283 $19,714
07/31/1999 $14,473 $19,683
10/31/1999 $14,399 $20,254
01/31/2000 $13,570 $20,782
04/30/2000 $13,786 $21,709
07/31/2000 $13,192 $21,447
10/31/2000 $14,518 $21,485
01/31/2001 $15,568 $20,595
04/30/2001 $15,544 $18,894
07/31/2001 $15,457 $18,376
10/31/2001 $13,673 $16,138
01/31/2002 $14,042 $17,272
04/30/2002 $14,147 $16,511
07/31/2002 $12,201 $14,036
10/31/2002 $11,611 $13,701
01/31/2003 $11,410 $13,298
04/30/2003 $11,967 $14,314
07/31/2003 $12,928 $15,529
10/31/2003 $14,026 $16,549
01/31/2004 $14,930 $17,892
04/30/2004 $14,785 $17,587
07/31/2004 $14,906 $17,573
10/31/2004 $15,172 $18,107
01/31/2005 $16,248 $19,005
04/30/2005 $15,997 $18,701
07/31/2005 $17,049 $20,041
10/31/2005 $16,790 $19,685
01/31/2006 $17,776 $20,977
04/30/2006 $18,228 $21,581
07/31/2006 $17,776 $21,118
10/31/2006 $19,172 $22,899
AVERAGE ANNUAL TOTAL RETURNS OF CLASS C SHARES WITH SALES CHARGE OF THE FUND AT
10/31/06
1-Year 13.27% 5-Year 6.99% 10-Year 6.73%
16 | OPPENHEIMER QUEST VALUE FUND, INC.
CLASS N SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Quest Value Fund, Inc.(SM) (Class N)
S&P 500 Index
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Oppenheimer
Quest Value
Fund, Inc.(SM)
(Class N) S&P 500 Index
-------------- -------------
03/01/2001 $10,000 $10,000
04/30/2001 $10,175 $10,094
07/31/2001 $10,125 $ 9,817
10/31/2001 $ 8,976 $ 8,621
01/31/2002 $ 9,229 $ 9,227
04/30/2002 $ 9,301 $ 8,821
07/31/2002 $ 8,034 $ 7,499
10/31/2002 $ 7,656 $ 7,320
01/31/2003 $ 7,533 $ 7,104
04/30/2003 $ 7,911 $ 7,647
07/31/2003 $ 8,555 $ 8,296
10/31/2003 $ 9,290 $ 8,841
01/31/2004 $ 9,907 $ 9,559
04/30/2004 $ 9,815 $ 9,396
07/31/2004 $ 9,907 $ 9,388
10/31/2004 $10,101 $ 9,674
01/31/2005 $10,832 $10,154
04/30/2005 $10,677 $ 9,991
07/31/2005 $11,392 $10,707
10/31/2005 $11,233 $10,517
01/31/2006 $11,916 $11,207
04/30/2006 $12,227 $11,530
07/31/2006 $11,941 $11,282
10/31/2006 $12,899 $12,234
AVERAGE ANNUAL TOTAL RETURNS OF CLASS N SHARES WITH SALES CHARGE OF THE FUND AT
10/31/06
1-Year 13.90% 5-Year 7.52% Since Inception (3/1/01) 4.59%
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT
GUARANTEE FUTURE RESULTS. THE 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 THEIR ORIGINAL COST. CURRENT
PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE
DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM,
OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE,
REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES,
THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE
CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 2% (5-YEAR); AND FOR CLASS C
AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD.
THERE IS NO SALES CHARGE FOR CLASS Y SHARES. BECAUSE CLASS B SHARES CONVERT TO
CLASS A SHARES 72 MONTHS AFTER PURCHASE, THE 10-YEAR RETURN FOR CLASS B USES
CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 19 FOR FURTHER
INFORMATION.
17 | OPPENHEIMER QUEST VALUE FUND, INC.
FUND PERFORMANCE DISCUSSION
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CLASS Y SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Quest Value Fund, Inc.(SM) (Class Y)
S&P 500 Index
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Oppenheimer
Quest Value
Fund, Inc.(SM)
(Class Y) S&P 500 Index
------------- -------------
12/16/1996 $10,000 $10,000
01/31/1997 $10,564 $10,624
04/30/1997 $10,594 $10,881
07/31/1997 $12,485 $13,019
10/31/1997 $12,455 $12,531
01/31/1998 $12,909 $13,482
04/30/1998 $14,708 $15,349
07/31/1998 $14,121 $15,532
10/31/1998 $13,744 $15,289
01/31/1999 $13,960 $17,866
04/30/1999 $15,441 $18,700
07/31/1999 $14,657 $18,670
10/31/1999 $14,630 $19,212
01/31/2000 $13,817 $19,713
04/30/2000 $14,046 $20,593
07/31/2000 $13,435 $20,344
10/31/2000 $14,793 $20,380
01/31/2001 $15,970 $19,536
04/30/2001 $15,986 $17,923
07/31/2001 $15,923 $17,431
10/31/2001 $14,128 $15,308
01/31/2002 $14,540 $16,383
04/30/2002 $14,683 $15,661
07/31/2002 $12,689 $13,314
10/31/2002 $12,115 $12,997
01/31/2003 $11,932 $12,614
04/30/2003 $12,554 $13,578
07/31/2003 $13,590 $14,730
10/31/2003 $14,779 $15,698
01/31/2004 $15,775 $16,972
04/30/2004 $15,655 $16,683
07/31/2004 $15,831 $16,669
10/31/2004 $16,159 $17,176
01/31/2005 $17,343 $18,028
04/30/2005 $17,125 $17,739
07/31/2005 $18,298 $19,010
10/31/2005 $18,072 $18,673
01/31/2006 $19,188 $19,898
04/30/2006 $19,717 $20,472
07/31/2006 $19,278 $20,032
10/31/2006 $20,845 $21,721
AVERAGE ANNUAL TOTAL RETURNS OF CLASS Y SHARES OF THE FUND AT 10/31/06
1-Year 15.34% 5-Year 8.09% Since Inception (12/16/96) 7.72%
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT
GUARANTEE FUTURE RESULTS. THE 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 THEIR ORIGINAL COST. CURRENT
PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE
DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM,
OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE,
REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES,
THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE
CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 2% (5-YEAR); AND FOR CLASS C
AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD.
THERE IS NO SALES CHARGE FOR CLASS Y SHARES. BECAUSE CLASS B SHARES CONVERT TO
CLASS A SHARES 72 MONTHS AFTER PURCHASE, THE 10-YEAR RETURN FOR CLASS B USES
CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 19 FOR FURTHER
INFORMATION.
18 | OPPENHEIMER QUEST VALUE FUND, INC.
NOTES
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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.
INVESTORS SHOULD CONSIDER THE FUND'S INVESTMENT OBJECTIVES, RISKS, AND OTHER
CHARGES AND EXPENSES CAREFULLY BEFORE INVESTING. THE FUND'S PROSPECTUS CONTAINS
THIS AND OTHER INFORMATION ABOUT THE FUND, AND MAY BE OBTAINED BY ASKING YOUR
FINANCIAL ADVISOR, CALLING US AT 1.800.525.7048 OR VISITING OUR WEBSITE AT
WWW.OPPENHEIMERFUNDS.COM. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING.
The Fund's investment strategy and focus can change over time. The mention of
specific fund holdings does not constitute a recommendation by OppenheimerFunds,
Inc.
OppenheimerFunds, Inc. became the Fund's advisor on 11/22/95, and assumed
responsibility for the Fund's portfolio stock selection on 1/1/05. The Fund's
subadvisor prior to 1/1/05 was OpCap Advisors, which was the Fund's advisor
prior to 11/22/95.
CLASS A shares of the Fund were first publicly offered on 4/30/80. 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. There is a
voluntary waiver of the Class A asset-based sales charge 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 10-year 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.
19 | OPPENHEIMER QUEST VALUE FUND, INC.
NOTES
- --------------------------------------------------------------------------------
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 1-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 1-year
period. Class N shares are subject to an annual 0.25% asset-based sales charge.
CLASS Y shares of the Fund were first publicly offered on 12/16/96. Class Y
shares are offered only to certain institutional investors under special
agreement with the Distributor.
An explanation of the calculation of performance is in the Fund's Statement of
Additional Information.
20 | OPPENHEIMER QUEST VALUE FUND, INC.
FUND EXPENSES
- --------------------------------------------------------------------------------
FUND EXPENSES. As a shareholder of the Fund, you incur two types of costs: (1)
transaction costs, which may include sales charges (loads) on purchase payments,
contingent deferred sales charges on redemptions; and redemption fees, if any;
and (2) ongoing costs, including management fees; distribution and service fees;
and other Fund expenses. These examples are intended to help you understand your
ongoing costs (in dollars) of investing in the Fund and to compare these costs
with the ongoing costs of investing in other mutual funds.
The examples are based on an investment of $1,000.00 invested at the beginning
of the period and held for the entire 6-month period ended October 31, 2006.
ACTUAL EXPENSES. The "actual" lines of the table provide information about
actual account values and actual expenses. You may use the information on this
line for the class of shares you hold, together with the amount you invested, to
estimate the expense that you paid over the period. Simply divide your account
value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00
= 8.60), then multiply the result by the number in the "actual" line under the
heading entitled "Expenses Paid During Period" to estimate the expenses you paid
on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES. The "hypothetical" lines of the
table provide information about hypothetical account values and hypothetical
expenses based on the Fund's actual expense ratio for each class of shares, and
an assumed rate of return of 5% per year before expenses, which is not the
Fund's actual return. The hypothetical account values and expenses may not be
used to estimate the actual ending account balance or expenses you paid for the
period. You may use this information to compare the ongoing costs of investing
in the Fund and other funds. To do so, compare this 5% hypothetical example for
the class of shares you hold with the 5% hypothetical examples that appear in
the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as front-end
or contingent deferred sales charges (loads), or a $12.00 fee imposed annually
on accounts valued at less than $500.00 (subject to exceptions described in
21 | OPPENHEIMER QUEST VALUE FUND, INC.
FUND EXPENSES
- --------------------------------------------------------------------------------
the Statement of Additional Information). Therefore, the "hypothetical" lines of
the table are useful in comparing ongoing costs only, and will not help you
determine the relative total costs of owning different funds. In addition, if
these transactional costs were included, your costs would have been higher.
- --------------------------------------------------------------------------------
BEGINNING ENDING EXPENSES
ACCOUNT ACCOUNT PAID DURING
VALUE VALUE 6 MONTHS ENDED
(5/1/06) (10/31/06) OCTOBER 31, 2006
- --------------------------------------------------------------------------------
Class A Actual $1,000.00 $1,056.00 $ 5.98
- --------------------------------------------------------------------------------
Class A Hypothetical 1,000.00 1,019.41 5.87
- --------------------------------------------------------------------------------
Class B Actual 1,000.00 1,051.80 10.13
- --------------------------------------------------------------------------------
Class B Hypothetical 1,000.00 1,015.38 9.95
- --------------------------------------------------------------------------------
Class C Actual 1,000.00 1,051.80 10.19
- --------------------------------------------------------------------------------
Class C Hypothetical 1,000.00 1,015.32 10.01
- --------------------------------------------------------------------------------
Class N Actual 1,000.00 1,054.90 7.54
- --------------------------------------------------------------------------------
Class N Hypothetical 1,000.00 1,017.90 7.40
- --------------------------------------------------------------------------------
Class Y Actual 1,000.00 1,057.20 4.94
- --------------------------------------------------------------------------------
Class Y Hypothetical 1,000.00 1,020.42 4.85
Hypothetical assumes 5% annual return before expenses.
Expenses are equal to the Fund's annualized expense ratio for that class,
multiplied by the average account value over the period, multiplied by 184/365
(to reflect the one-half year period). Those annualized expense ratios,
excluding affiliated fund indirect expenses, based on the 6-month period ended
October 31, 2006 are as follows:
CLASS EXPENSE RATIOS
- ------------------------
Class A 1.15%
- ------------------------
Class B 1.95
- ------------------------
Class C 1.96
- ------------------------
Class N 1.45
- ------------------------
Class Y 0.95
The expense ratios reflect voluntary waivers or reimbursements of expenses by
the Fund's Manager that can be terminated at any time, without advance notice.
The "Financial Highlights" tables in the Fund's financial statements, included
in this report, also show the gross expense ratios, without such waivers or
reimbursements.
- --------------------------------------------------------------------------------
22 | OPPENHEIMER QUEST VALUE FUND, INC.
STATEMENT OF INVESTMENTS October 31, 2006
- --------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
COMMON STOCKS--94.2%
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--8.2%
- --------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--0.5%
Wyndham Worldwide Corp. 1 157,040 $ 4,632,680
- --------------------------------------------------------------------------------
MEDIA--7.2%
Liberty Global, Inc., Series A 1 569,610 14,946,566
- --------------------------------------------------------------------------------
Liberty Global, Inc., Series C 1 1,523,236 38,735,891
- --------------------------------------------------------------------------------
News Corp., Inc., Cl. A 682,000 14,219,700
-------------
67,902,157
- --------------------------------------------------------------------------------
SPECIALTY RETAIL--0.5%
Office Depot, Inc. 1 103,900 4,362,761
- --------------------------------------------------------------------------------
CONSUMER STAPLES--9.4%
- --------------------------------------------------------------------------------
FOOD & STAPLES RETAILING--1.4%
CVS Corp. 301,100 9,448,518
- --------------------------------------------------------------------------------
Wal-Mart Stores, Inc. 77,100 3,799,488
-------------
13,248,006
- --------------------------------------------------------------------------------
FOOD PRODUCTS--3.0%
ConAgra Foods, Inc. 1,086,700 28,417,205
- --------------------------------------------------------------------------------
TOBACCO--5.0%
Altria Group, Inc. 573,700 46,659,021
- --------------------------------------------------------------------------------
ENERGY--8.0%
- --------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--1.0%
Schlumberger Ltd. 154,000 9,714,320
- --------------------------------------------------------------------------------
OIL & GAS--7.0%
Exxon Mobil Corp. 922,300 65,870,666
- --------------------------------------------------------------------------------
FINANCIALS--27.1%
- --------------------------------------------------------------------------------
CAPITAL MARKETS--7.0%
E*TRADE Financial Corp. 1 832,900 19,389,912
- --------------------------------------------------------------------------------
UBS AG 773,500 46,286,240
-------------
65,676,152
- --------------------------------------------------------------------------------
COMMERCIAL BANKS--2.9%
Wachovia Corp. 498,200 27,650,100
- --------------------------------------------------------------------------------
CONSUMER FINANCE--4.3%
Capital One
Financial Corp. 504,300 40,006,119
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--4.4%
Bank of America Corp. 764,100 $ 41,162,067
- --------------------------------------------------------------------------------
INSURANCE--5.2%
Everest Re Group Ltd. 403,800 40,048,884
- --------------------------------------------------------------------------------
Platinum Underwriters Holdings Ltd. 304,400 9,089,384
-------------
49,138,268
- --------------------------------------------------------------------------------
THRIFTS & MORTGAGE FINANCE--3.3%
Countrywide
Financial Corp. 261,200 9,956,944
- --------------------------------------------------------------------------------
Freddie Mac 297,400 20,517,626
-------------
30,474,570
- --------------------------------------------------------------------------------
HEALTH CARE--6.5%
- --------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES--2.0%
WellPoint, Inc. 1 247,400 18,881,568
- --------------------------------------------------------------------------------
PHARMACEUTICALS--4.5%
Abbott Laboratories 292,700 13,906,177
- --------------------------------------------------------------------------------
Pfizer, Inc. 583,800 15,558,270
- --------------------------------------------------------------------------------
Sanofi-Aventis SA, ADR 301,400 12,866,766
-------------
42,331,213
- --------------------------------------------------------------------------------
INDUSTRIALS--11.8%
- --------------------------------------------------------------------------------
AEROSPACE & DEFENSE--5.9%
Rockwell Collins, Inc. 330,800 19,212,864
- --------------------------------------------------------------------------------
United Technologies Corp. 548,291 36,033,685
-------------
55,246,549
- --------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--5.9%
Siemens AG,
Sponsored ADR 616,700 55,385,827
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--13.0%
- --------------------------------------------------------------------------------
COMPUTERS & PERIPHERALS--1.0%
Hutchinson Technology, Inc. 1 377,500 8,739,125
23 | OPPENHEIMER QUEST VALUE FUND, INC.
STATEMENT OF INVESTMENTS Continued
- --------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--5.9%
ASML Holding NV 1 423,500 $ 9,672,740
- --------------------------------------------------------------------------------
Texas Instruments, Inc. 1,519,100 45,846,438
------------
55,519,178
- --------------------------------------------------------------------------------
SOFTWARE--6.1%
Microsoft Corp. 494,100 14,185,611
- --------------------------------------------------------------------------------
Novell, Inc. 1 1,753,122 10,518,732
- --------------------------------------------------------------------------------
Synopsys, Inc. 1 723,400 16,283,734
- --------------------------------------------------------------------------------
Take-Two Interactive Software, Inc. 1,2 1,171,300 16,386,487
-------------
57,374,564
- --------------------------------------------------------------------------------
MATERIALS--2.1%
- --------------------------------------------------------------------------------
CHEMICALS--1.0%
Praxair, Inc. 154,400 9,302,600
- --------------------------------------------------------------------------------
CONSTRUCTION MATERIALS--1.1%
Martin Marietta
Materials, Inc. 40,200 3,537,600
- --------------------------------------------------------------------------------
Vulcan Materials Co. 88,000 7,170,240
-------------
10,707,840
- --------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--1.7%
- --------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--0.7%
IDT Corp., Cl. B 1 475,000 6,170,250
- --------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--1.0%
Sprint Nextel Corp. 513,090 9,589,652
- --------------------------------------------------------------------------------
UTILITIES--6.4%
- --------------------------------------------------------------------------------
ELECTRIC UTILITIES--1.0%
Entergy Corp. 57,600 4,943,808
- --------------------------------------------------------------------------------
Reliant Energy, Inc. 1 353,000 4,476,040
-------------
9,419,848
- --------------------------------------------------------------------------------
ENERGY TRADERS--2.1%
AES Corp. (The) 1 906,600 19,936,134
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
MULTI-UTILITIES & UNREGULATED POWER--3.3%
CMS Energy Corp. 1 678,310 $ 10,100,036
- --------------------------------------------------------------------------------
PG&E Corp. 237,900 10,263,006
- --------------------------------------------------------------------------------
Sempra Energy 194,000 10,289,760
-------------
30,652,802
-------------
Total Common Stocks
(Cost $811,043,229) 884,171,242
- --------------------------------------------------------------------------------
MONEY MARKET FUND--3.0%
- --------------------------------------------------------------------------------
Oppenheimer Institutional
Money Market Fund,
Cl. E, 5.23% 3,4
(Cost $27,864,283) 27,864,283 27,864,283
UNITS
- --------------------------------------------------------------------------------
RIGHTS, WARRANTS AND CERTIFICATES--0.1%
- --------------------------------------------------------------------------------
Raytheon Co. Wts.,
Exp. 6/16/11 1
(Cost $0) 74,983 1,178,733
- --------------------------------------------------------------------------------
Total Investments,
at Value (excluding
Investments Purchased
with Cash Collateral
from Securities Loaned)
(Cost $838,907,512) 913,214,258
PRINICIPAL
AMOUNT
- --------------------------------------------------------------------------------
INVESTMENTS PURCHASED WITH CASH COLLATERAL
FROM SECURITIES LOANED--1.4% 5
- --------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--1.4%
Undivided interest of 0.38% in joint repurchase
agreement (Principal Amount/Value
$3,450,000,000, with a maturity value
of $3,450,510,792) with Nomura Securities,
5.33%, dated 10/31/06, to be repurchased
at $13,262,056 on 11/1/06, collateralized
by U.S. Agency Mortgages, 0.00%-7.439%,
3/15/14-6/25/43, with a value of
$3,519,000,000
(Cost $13,260,093) $13,260,093 13,260,093
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $852,167,605) 98.7% 926,474,351
- --------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 1.3 12,415,987
-----------------------------
NET ASSETS 100.0% $938,890,338
=============================
24 | OPPENHEIMER QUEST VALUE FUND, INC.
FOOTNOTES TO STATEMENT OF INVESTMENTS
1. Non-income producing security.
2. Partial or fully-loaned security. See Note 5 of accompanying Notes.
3. Rate shown is the 7-day yield as of October 31, 2006.
4. Represents ownership of an affiliated fund, at or during the period ended
October 31, 2006. Transactions during the period in which the issuer was an
affiliate are as follows:
SHARES GROSS GROSS SHARES
OCT. 31, 2005 ADDITIONS REDUCTIONS OCT. 31, 2006
- -----------------------------------------------------------------------------------------------
Oppenheimer Institutional
Money Market Fund, Cl. E, 5.23%* -- 74,390,542 46,526,259 27,864,283
VALUE DIVIDEND
SEE NOTE 1 INCOME
- -----------------------------------------------------------------------------------------------
Oppenheimer Institutional
Money Market Fund, Cl. E, 5.23%* $27,864,283 $58,852
* The money market fund and the Fund are affiliated by having the same
investment advisor.
5. The security/securities have been segregated to satisfy the forward
commitment to return the cash collateral received in securities lending
transactions upon the borrower's return of the securities loaned. See Note 5 of
accompanying Notes.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
25 | OPPENHEIMER QUEST VALUE FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES October 31, 2006
- --------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
ASSETS
- -----------------------------------------------------------------------------------------------
Investments, at value--see accompanying statement of investments:
Unaffiliated companies (cost $824,303,322) $ 898,610,068
Affiliated companies (cost $27,864,283) 27,864,283
---------------
926,474,351
- -----------------------------------------------------------------------------------------------
Cash 287,340
- -----------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold 38,838,274
Interest and dividends 419,569
Shares of capital stock sold 9,502
Other 45,746
---------------
Total assets 966,074,782
- -----------------------------------------------------------------------------------------------
LIABILITIES
- -----------------------------------------------------------------------------------------------
Return of collateral for securities loaned 13,260,093
- -----------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 11,712,333
Shares of capital stock redeemed 1,629,582
Distribution and service plan fees 185,375
Transfer and shareholder servicing agent fees 172,294
Directors' compensation 118,720
Shareholder communications 77,518
Other 28,529
---------------
Total liabilities 27,184,444
- -----------------------------------------------------------------------------------------------
NET ASSETS $ 938,890,338
===============
- -----------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
- -----------------------------------------------------------------------------------------------
Par value of shares of capital stock $ 46,493,555
- -----------------------------------------------------------------------------------------------
Additional paid-in capital 723,789,290
- -----------------------------------------------------------------------------------------------
Accumulated net investment income 5,043,864
- -----------------------------------------------------------------------------------------------
Accumulated net realized gain on investments 89,256,883
- -----------------------------------------------------------------------------------------------
Net unrealized appreciation on investments 74,306,746
---------------
NET ASSETS $ 938,890,338
===============
26 | OPPENHEIMER QUEST VALUE FUND, INC.
- -----------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
- -----------------------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets
of $667,856,922 and 32,515,052 shares of capital stock outstanding) $ 20.54
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price) $ 21.79
- -----------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets
of $124,693,786 and 6,531,783 shares of capital stock outstanding) $ 19.09
- -----------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net assets
of $91,389,784 and 4,788,104 shares of capital stock outstanding) $ 19.09
- -----------------------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets
of $22,052,437 and 1,083,898 shares of capital stock outstanding) $ 20.35
- -----------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based
on net assets of $32,897,409 and 1,574,718 shares of capital stock outstanding) $ 20.89
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
27 | OPPENHEIMER QUEST VALUE FUND, INC.
STATEMENT OF OPERATIONS For the year ended October 31, 2006
- --------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
INVESTMENT INCOME
- -----------------------------------------------------------------------------------------------
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $301,700) $ 16,544,217
Affiliated companies 58,852
- -----------------------------------------------------------------------------------------------
Interest 911,889
- -----------------------------------------------------------------------------------------------
Portfolio lending fees 169,161
- -----------------------------------------------------------------------------------------------
Other income 34,933
--------------
Total investment income 17,719,052
- -----------------------------------------------------------------------------------------------
EXPENSES
- -----------------------------------------------------------------------------------------------
Management fees 6,330,953
- -----------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A 1,552,664
Class B 1,260,071
Class C 881,705
Class N 108,552
- -----------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A 1,300,999
Class B 316,171
Class C 228,857
Class N 53,315
Class Y 78,679
- -----------------------------------------------------------------------------------------------
Shareholder communications:
Class A 133,271
Class B 44,997
Class C 20,378
Class N 2,048
- -----------------------------------------------------------------------------------------------
Directors' compensation 6,843
- -----------------------------------------------------------------------------------------------
Administration service fees 1,500
- -----------------------------------------------------------------------------------------------
Custodian fees and expenses 1,155
- -----------------------------------------------------------------------------------------------
Other 117,571
---------------
Total expenses 12,439,729
Less reduction to custodian expenses (1,155)
Less waivers and reimbursements of expenses (1,218)
---------------
Net expenses 12,437,356
- -----------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 5,281,696
- -----------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN
- -----------------------------------------------------------------------------------------------
Net realized gain on investments 102,569,539
- -----------------------------------------------------------------------------------------------
Net change in unrealized appreciation on investments 19,902,664
- -----------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 127,753,899
===============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
28 | OPPENHEIMER QUEST VALUE FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31, 2006 2005
- -----------------------------------------------------------------------------------------------
OPERATIONS
- -----------------------------------------------------------------------------------------------
Net investment income $ 5,281,696 $ 6,265,066
- -----------------------------------------------------------------------------------------------
Net realized gain 102,569,539 205,902,560
- -----------------------------------------------------------------------------------------------
Net change in unrealized appreciation 19,902,664 (106,614,838)
-------------------------------
Net increase in net assets resulting from operations 127,753,899 105,552,788
- -----------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
- -----------------------------------------------------------------------------------------------
Dividends from net investment income:
Class A (4,073,913) (5,856,566)
Class B -- --
Class C -- (104,452)
Class N (81,504) (128,052)
Class Y (286,703) (309,331)
- -----------------------------------------------------------------------------------------------
Distributions from net realized gain:
Class A (122,478,885) (578,230)
Class B (26,255,284) (142,952)
Class C (17,750,223) (75,696)
Class N (4,236,231) (16,939)
Class Y (6,084,085) (24,365)
- -----------------------------------------------------------------------------------------------
CAPITAL STOCK TRANSACTIONS
- -----------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from capital stock transactions:
Class A 54,473,475 (91,673,491)
Class B 891,195 (47,114,527)
Class C 9,071,247 (2,999,077)
Class N 955,469 1,659,657
Class Y 1,884,042 (598,969)
- -----------------------------------------------------------------------------------------------
NET ASSETS
- -----------------------------------------------------------------------------------------------
Total increase (decrease) 13,782,499 (42,410,202)
- -----------------------------------------------------------------------------------------------
Beginning of period 925,107,839 967,518,041
-------------------------------
End of period (including accumulated net investment income
of $5,043,864 and $4,204,288, respectively) $ 938,890,338 $ 925,107,839
===============================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
29 | OPPENHEIMER QUEST VALUE FUND, INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
CLASS A YEAR ENDED OCTOBER 31, 2006 2005 2004 2003 2002
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 22.00 $ 19.91 $ 18.30 $ 15.03 $ 17.97
- -----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .15 1 .18 1 .13 1 .07 .03
Net realized and unrealized gain (loss) 2.71 2.10 1.53 3.20 (2.56)
---------------------------------------------------------------------------------
Total from investment operations 2.86 2.28 1.66 3.27 (2.53)
- -----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.14) (.17) (.05) -- --
Distributions from net realized gain (4.18) (.02) -- -- (.41)
---------------------------------------------------------------------------------
Total dividends and/or
distributions to shareholders (4.32) (.19) (.05) -- (.41)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 20.54 $ 22.00 $ 19.91 $ 18.30 $ 15.03
=================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 15.15% 11.51% 9.11% 21.76% (14.52)%
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 667,857 $ 648,207 $ 671,678 $ 613,601 $ 487,750
- -----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 648,589 $ 674,531 $ 662,530 $ 518,901 $ 567,625
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 0.77% 0.85% 0.66% 0.48% 0.21%
Total expenses 1.17% 4,5,6 1.24% 4 1.37% 4,7 1.51% 4,7 1.59% 4,7
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 108% 129% 13% 17% 12%
1. Per share amounts calculated based on the average shares outstanding during
the period.
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 management fees less than 0.01%.
6. Expenses including indirect expenses from affiliated fund were as follows:
Year Ended October 31, 2006 1.17%
7. Voluntary waiver of transfer agent fees less than 0.01%.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
30 | OPPENHEIMER QUEST VALUE FUND, INC.
CLASS B YEAR ENDED OCTOBER 31, 2006 2005 2004 2003 2002
- --------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 20.75 $ 18.77 $ 17.36 $ 14.37 $ 17.31
- --------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.01) 1 .01 1 (.03) 1 (.18) (.13)
Net realized and unrealized gain (loss) 2.53 1.99 1.44 3.17 (2.40)
------------------------------------------------------------------------------
Total from investment operations 2.52 2.00 1.41 2.99 (2.53)
- --------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- -- -- -- --
Distributions from net realized gain (4.18) (.02) -- -- (.41)
------------------------------------------------------------------------------
Total dividends and/or
distributions to shareholders (4.18) (.02) -- -- (.41)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.09 $ 20.75 $ 18.77 $ 17.36 $ 14.37
==============================================================================
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 14.19% 10.65% 8.12% 20.81% (15.09)%
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 124,694 $ 133,285 $ 164,156 $ 213,433 $ 229,555
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 126,145 $ 152,012 $ 192,420 $ 209,546 $ 296,203
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income (loss) (0.04)% 0.05% (0.19)% (0.30)% (0.47)%
Total expenses 1.99% 4 2.09% 2.23% 2.35% 2.27%
Expenses after payments and waivers
and reduction to custodian expenses 1.99% 2.08% 2.23% 2.31% 2.27%
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 108% 129% 13% 17% 12%
1. Per share amounts calculated based on the average shares outstanding during
the period.
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. Expenses including indirect expenses from affiliated fund were as follows:
Year Ended October 31, 2006 1.99%
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
31 | OPPENHEIMER QUEST VALUE FUND, INC.
FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------
CLASS C YEAR ENDED OCTOBER 31, 2006 2005 2004 2003 2002
- --------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 20.75 $ 18.79 $ 17.37 $ 14.38 $ 17.32
- --------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.01) 1 -- 1,2 (.03) 1 (.08) (.08)
Net realized and unrealized gain (loss) 2.53 2.00 1.45 3.07 (2.45)
------------------------------------------------------------------------------
Total from investment operations 2.52 2.00 1.42 2.99 (2.53)
- --------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- (.02) -- -- --
Distributions from net realized gain (4.18) (.02) -- -- (.41)
------------------------------------------------------------------------------
Total dividends and/or
distributions to shareholders (4.18) (.04) -- -- (.41)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 19.09 $ 20.75 $ 18.79 $ 17.37 $ 14.38
==============================================================================
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 14.19% 10.66% 8.18% 20.79% (15.08)%
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 91,390 $ 88,272 $ 82,634 $ 76,529 $ 68,834
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 88,297 $ 89,578 $ 81,073 $ 68,992 $ 82,282
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income (loss) (0.05)% 0.01% (0.18)% (0.32)% (0.46)%
Total expenses 1.99% 5 2.06% 2.21% 2.35% 2.26%
Expenses after payments and waivers
and reduction to custodian expenses 1.99% 2.06% 2.21% 2.33% 2.26%
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 108% 129% 13% 17% 12%
1. Per share amounts calculated based on the average shares outstanding during
the period.
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. Expenses including indirect expenses from affiliated fund were as follows:
Year Ended October 31, 2006 1.99%
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
32 | OPPENHEIMER QUEST VALUE FUND, INC.
CLASS N YEAR ENDED OCTOBER 31, 2006 2005 2004 2003 2002
- --------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 21.83 $ 19.77 $ 18.19 $ 14.99 $ 17.96
- --------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .09 1 .11 1 .06 1 .02 (.01)
Net realized and unrealized gain (loss) 2.69 2.10 1.53 3.18 (2.55)
------------------------------------------------------------------------------
Total from investment operations 2.78 2.21 1.59 3.20 (2.56)
- --------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.08) (.13) (.01) -- --
Distributions from net realized gain (4.18) (.02) -- -- (.41)
------------------------------------------------------------------------------
Total dividends and/or
distributions to shareholders (4.26) (.15) (.01) -- (.41)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 20.35 $ 21.83 $ 19.77 $ 18.19 $ 14.99
==============================================================================
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 14.83% 11.21% 8.73% 21.35% (14.70)%
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 22,052 $ 22,418 $ 18,706 $ 12,361 $ 8,147
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 21,756 $ 21,527 $ 15,716 $ 9,847 $ 6,363
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income (loss) 0.48% 0.51% 0.30% 0.17% (0.02)%
Total expenses 1.46% 4 1.53% 1.71% 1.87% 1.79%
Expenses after payments and waivers
and reduction to custodian expenses 1.46% 1.53% 1.71% 1.82% 1.79%
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 108% 129% 13% 17% 12%
1. Per share amounts calculated based on the average shares outstanding during
the period.
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. Expenses including indirect expenses from affiliated fund were as follows:
Year Ended October 31, 2006 1.46%
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
33 | OPPENHEIMER QUEST VALUE FUND, INC.
FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------
CLASS Y YEAR ENDED OCTOBER 31, 2006 2005 2004 2003 2002
- --------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 22.33 $ 20.19 $ 18.53 $ 15.19 $ 18.10
- --------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .19 1 .24 1 .18 1 .07 .05
Net realized and unrealized gain (loss) 2.75 2.14 1.54 3.27 (2.55)
------------------------------------------------------------------------------
Total from investment operations 2.94 2.38 1.72 3.34 (2.50)
- --------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.20) (.22) (.06) -- --
Distributions from net realized gain (4.18) (.02) -- -- (.41)
- --------------------------------------------------------------------------------------------------------------------------------
Total dividends and/or
distributions to shareholders (4.38) (.24) (.06) -- (.41)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 20.89 $ 22.33 $ 20.19 $ 18.53 $ 15.19
==============================================================================
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 15.34% 11.84% 9.34% 21.99% (14.25)%
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 32,897 $ 32,926 $ 30,344 $ 31,571 $ 21,842
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 30,419 $ 32,408 $ 28,011 $ 26,426 $ 23,774
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 0.98% 1.08% 0.90% 0.69% 0.50%
Total expenses 0.96% 4 0.98% 1.15% 1.37% 1.38%
Expenses after payments and waivers
and reduction to custodian expenses 0.96% 0.98% 1.15% 1.30% 1.28%
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 108% 129% 13% 17% 12%
1. Per share amounts calculated based on the average shares outstanding during
the period.
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. Expenses including indirect expenses from affiliated fund were as follows:
Year Ended October 31, 2006 0.96%
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
34 | OPPENHEIMER QUEST VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Quest Value Fund, Inc. (the Fund) 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 capital appreciation. The Fund's
investment advisor is OppenheimerFunds, Inc. (the Manager).
The Fund offers Class A, Class B, Class C, Class N and Class Y 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. Class Y shares are sold to certain institutional investors without
either a front-end sales charge or a CDSC, however, the institutional investor
may impose charges on those accounts. All classes of shares have identical
rights and voting privileges with respect to the Fund in general and exclusive
voting rights on matters that affect that class alone. Earnings, net assets and
net asset value per share may differ due to each class having its own expenses,
such as transfer and shareholder servicing agent fees and shareholder
communications, directly attributable to that class. Class A, B, C and N have
separate distribution and/or service plans. No such plan has been adopted for
Class Y shares. Class B shares will automatically convert to Class A shares six
years after the date of purchase.
The following is a summary of significant accounting policies consistently
followed by the Fund.
- --------------------------------------------------------------------------------
SECURITIES VALUATION. The Fund calculates the net asset value of its shares as
of the close of the New York Stock Exchange (the "Exchange"), normally 4:00 P.M.
Eastern time, on each day the Exchange is open for business. Securities may be
valued primarily using dealer-supplied valuations or a portfolio pricing service
authorized by the Board of Directors. Securities listed or traded on National
Stock Exchanges or other domestic 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(R) 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 traded on
foreign exchanges are valued based on the last sale price on the principal
exchange on which the security is traded, as identified by the portfolio pricing
service, prior to the time when the Fund's assets are valued. In the absence of
a sale, the security is valued at the official closing price on the principal
exchange. Corporate, government and municipal debt instruments having a
remaining maturity in excess of sixty days and all mortgage-backed securities
will be valued at the mean between the "bid" and "asked" prices. Futures
contracts traded on a commodities or futures exchange will be valued at the
final settlement price or official closing price on the principal exchange as
reported by such principal exchange at its trading session ending at, or most
recently prior to, the time when the Fund's assets are
35 | OPPENHEIMER QUEST VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued
valued. Securities (including restricted securities) for which market quotations
are not readily available are valued at their fair value. Foreign and domestic
securities whose values have been materially affected by what the Manager
identifies as a significant event occurring before the Fund's assets are valued
but after the close of their respective exchanges will be fair valued. Fair
value is determined in good faith using consistently applied procedures under
the supervision of the Board of Directors. Investments in open-end registered
investment companies are valued at that fund's net asset value. 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. The values of securities denominated in foreign currencies and
amounts related to the purchase and sale of foreign securities and foreign
investment income are translated into U.S. dollars as of the close of the New
York Stock Exchange (the "Exchange"), normally 4:00 P.M. Eastern time, on each
day the Exchange is open for business. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Directors.
Reported net realized foreign exchange gains or losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains and losses arise from changes in the
values of assets and liabilities, including investments in securities at fiscal
period end, resulting from changes in exchange rates.
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.
- --------------------------------------------------------------------------------
AFFILIATED FUNDS. The Fund is permitted to invest daily available cash balances
in affiliated money market funds. Each day, the Fund invests the available cash
in Oppenheimer Institutional Money Market Fund ("IMMF") which seeks current
income and stability of principal. The Manager is also the investment advisor of
IMMF. The Fund's investment in IMMF is included in the Statement of Investments.
Included in the net earnings received from IMMF is a 0.10% management fee paid
to the Manager by IMMF. The Manager will waive fees and/or reimburse Fund
expenses in an amount equal to the indirect management fees incurred through the
Fund's investment in IMMF.
- --------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the Fund, along with other affiliated funds
advised by the Manager, may transfer uninvested cash balances into joint trading
accounts on a daily basis. These balances are invested in one or more repurchase
agreements. Securities
36 | oppenheimer Quest Value Fund, Inc.
pledged as collateral for repurchase agreements are held by a custodian bank
until the agreements mature. Each agreement requires that the market value of
the collateral be sufficient to cover payments of interest and principal. In the
event of default by the other party to the agreement, retention of the
collateral may be subject to legal proceedings.
- --------------------------------------------------------------------------------
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
SECURITIES AND
UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS
NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME
INCOME GAIN CARRYFORWARD 1,2 TAX PURPOSES
--------------------------------------------------------------------------
$41,705,154 $54,040,472 $-- $72,984,978
1. During the fiscal year ended October 31, 2006, the Fund did not utilize any
capital loss carryforward.
2. During the fiscal year ended October 31, 2005, the Fund did not utilize any
capital loss carryforward.
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 October 31, 2006. Net assets of the
Fund were unaffected by the reclassifications.
REDUCTION TO
ACCUMULATED NET
INCREASE TO REALIZED GAIN ON
PAID-IN CAPITAL INVESTMENTS 3
-------------------------------------
$11,823,113 $11,823,113
3. $11,823,113, including $7,167,304 of long-term capital gain, was distributed
in connection with Fund share redemptions.
37 | OPPENHEIMER QUEST VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued
The tax character of distributions paid during the years ended October 31, 2006
and October 31, 2005 was as follows:
YEAR ENDED YEAR ENDED
OCTOBER 31, 2006 OCTOBER 31, 2005
-----------------------------------------------------------------
Distributions paid from:
Ordinary income $ 29,887,395 $ 6,398,401
Long-term capital gain 151,359,433 838,182
------------------------------------
Total $ 181,246,828 $ 7,236,583
====================================
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 October 31, 2006 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 $853,489,373
============
Gross unrealized appreciation $ 91,940,487
Gross unrealized depreciation (18,955,509)
------------
Net unrealized appreciation $ 72,984,978
============
- --------------------------------------------------------------------------------
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
October 31, 2006, the Fund's projected benefit obligations were decreased by
$12,056 and payments of $5,395 were made to retired directors, resulting in an
accumulated liability of $113,172 as of October 31, 2006.
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.
For purposes of determining the amount owed to the Director under the plan,
deferred amounts are treated as though equal dollar amounts had been invested in
shares of the Fund or in other Oppenheimer funds selected by the Director. The
Fund purchases shares of the funds selected for deferral by the Director in
amounts equal to his or her deemed investment, resulting in a Fund asset equal
to the deferred compensation liability. Such assets are included as a component
of "Other" within the asset section of the Statement of Assets and Liabilities.
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.
38 | OPPENHEIMER QUEST VALUE FUND, INC.
- --------------------------------------------------------------------------------
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 the fair market value of the securities
received. Interest income, which includes accretion of discount and amortization
of premium, is accrued as earned.
- --------------------------------------------------------------------------------
CUSTODIAN FEES. "Custodian fees and expenses" in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays
interest to its custodian on such cash overdrafts, to the extent they are not
offset by positive cash balances maintained by the Fund, at a rate equal to the
Federal Funds Rate plus 0.50%. The "Reduction to custodian expenses" line item,
if applicable, represents earnings on cash balances maintained by the Fund
during the period. Such interest expense and other custodian fees may be paid
with these earnings.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
INDEMNIFICATIONS. The Fund's organizational documents provide current and former
directors and officers with a limited indemnification against liabilities
arising in connection with the performance of their duties to the Fund. In the
normal course of business, the Fund may also enter into contracts that provide
general indemnifications. The Fund's maximum exposure under these arrangements
is unknown as this would be dependent on future claims that may be made against
the Fund. The risk of material loss from such claims is considered remote.
- --------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
39 | OPPENHEIMER QUEST VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2. SHARES OF CAPITAL STOCK
The Fund has authorized 125 million shares of $1.00 par value capital stock in
aggregate to be apportioned among each class of shares. Transactions in shares
of capital stock were as follows:
YEAR ENDED OCTOBER 31, 2006 YEAR ENDED OCTOBER 31, 2005
SHARES AMOUNT SHARES AMOUNT
- --------------------------------------------------------------------------------------------
CLASS A
Sold 4,712,848 $ 91,560,874 5,570,190 $ 119,489,722
Dividends and/or
distributions reinvested 6,392,548 118,326,064 290,044 6,027,118
Redeemed (8,050,090) (155,413,463) (10,143,657) (217,190,331)
--------------------------------------------------------------
Net increase (decrease) 3,055,306 $ 54,473,475 (4,283,423) $ (91,673,491)
==============================================================
- --------------------------------------------------------------------------------------------
CLASS B
Sold 1,143,288 $ 20,859,658 1,231,711 $ 25,040,998
Dividends and/or
distributions reinvested 1,417,288 24,561,602 6,659 131,504
Redeemed (2,452,329) (44,530,065) (3,558,851) (72,287,029)
--------------------------------------------------------------
Net increase (decrease) 108,247 $ 891,195 (2,320,481) $ (47,114,527)
==============================================================
- --------------------------------------------------------------------------------------------
CLASS C
Sold 771,278 $ 13,990,451 828,506 $ 16,869,972
Dividends and/or
distributions reinvested 936,558 16,230,542 8,335 164,529
Redeemed (1,174,504) (21,149,746) (980,145) (20,033,578)
--------------------------------------------------------------
Net increase (decrease) 533,332 $ 9,071,247 (143,304) $ (2,999,077)
==============================================================
- --------------------------------------------------------------------------------------------
CLASS N
Sold 346,520 $ 6,631,157 488,825 $ 10,470,349
Dividends and/or
distributions reinvested 227,730 4,185,681 6,472 133,847
Redeemed (517,150) (9,861,369) (414,780) (8,944,539)
--------------------------------------------------------------
Net increase 57,100 $ 955,469 80,517 $ 1,659,657
==============================================================
- --------------------------------------------------------------------------------------------
CLASS Y
Sold 497,839 $ 9,863,600 578,280 $ 12,594,641
Dividends and/or
distributions reinvested 339,052 6,370,788 15,860 333,695
Redeemed (736,958) (14,350,346) (622,558) (13,527,305)
--------------------------------------------------------------
Net increase (decrease) 99,933 $ 1,884,042 (28,418) $ (598,969)
==============================================================
- --------------------------------------------------------------------------------
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 October 31, 2006, were as
follows:
PURCHASES SALES
- --------------------------------------------------------------------------
Investment securities $961,489,288 $1,078,019,880
40 | OPPENHEIMER QUEST VALUE FUND, INC.
- --------------------------------------------------------------------------------
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 average net assets as shown in the following table:
FEE SCHEDULE
-----------------------------------------
Up to $200 million 0.75%
Next $200 million 0.72
Next $200 million 0.69
Next $200 million 0.66
Next $700 million 0.60
Next $1.0 billion 0.58
Over $2.5 billion 0.56
- --------------------------------------------------------------------------------
ADMINISTRATION SERVICE FEES. The Fund pays the Manager a fee of $1,500 per year
for preparing and filing the Fund's tax returns.
- --------------------------------------------------------------------------------
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 October 31, 2006, the Fund paid
$2,003,274 to OFS for services to the Fund.
Additionally, Class Y shares are subject to minimum fees of $10,000 per
annum for assets of $10 million or more. The Class Y shares are subject to the
minimum fees in the event that the per account fee does not equal or exceed the
applicable minimum fees. OFS may voluntarily waive the minimum fees.
- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's
Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor)
acts as the Fund's principal underwriter in the continuous public offering of
the Fund's classes of shares.
- --------------------------------------------------------------------------------
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 pays
a service fee to the Distributor of up to 0.25% of the average annual net assets
of Class A shares. The Distributor currently uses all of those fees to pay
dealers, brokers, banks and other financial institutions periodically for
providing personal services and maintenance of accounts of their customers that
hold Class A shares. Under the plan, the Fund may also pay an asset-based sales
charge to the Distributor. Beginning January 1, 2003, the Board of Directors set
the annual asset-based sales charge rate at zero. Fees incurred by the Fund
under the plan are detailed in the Statement of Operations.
- --------------------------------------------------------------------------------
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 to compensate the Distributor for its services in connection with the
distribution of those shares and servicing accounts. Under the plans, the Fund
pays the Distributor an annual asset-based sales charge of 0.75% on Class B and
Class C shares and 0.25% on Class N shares. The Distributor also receives a
service fee of up to 0.25% per year under each plan. If
41 | OPPENHEIMER QUEST VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
either the Class B, Class C or Class N plan is terminated by the Fund or by the
shareholders of a class, the Board of Directors and its independent directors
must determine whether the Distributor shall be entitled to payment from the
Fund of all or a portion of the service fee and/or asset-based sales charge in
respect to shares sold prior to the effective date of such termination. The
Distributor determines its uncompensated expenses under the plan at calendar
quarter ends. The Distributor's aggregate uncompensated expenses under the plan
at September 30, 2006 for Class B, Class C and Class N shares were $4,092,204,
$3,192,277 and $471,774, respectively. Fees incurred by the Fund under the plans
are detailed in the Statement of Operations.
- --------------------------------------------------------------------------------
SALES CHARGES. Front-end sales charges and contingent deferred sales charges
(CDSC) do not represent expenses of the Fund. They are deducted from the
proceeds of sales of Fund shares prior to investment or from redemption proceeds
prior to remittance, as applicable. The sales charges retained by the
Distributor from the sale of shares and the CDSC retained by the Distributor on
the redemption of shares is shown in the following table for the period
indicated.
CLASS A CLASS B CLASS C CLASS N
CLASS A CONTINGENT CONTINGENT CONTINGENT CONTINGENT
FRONT-END DEFERRED DEFERRED DEFERRED DEFERRED
SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES
RETAINED BY RETAINED BY RETAINED BY RETAINED BY RETAINED BY
YEAR ENDED DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR
- --------------------------------------------------------------------------------------------------
October 31, 2006 $261,861 $5,149 $234,746 $9,691 $8,529
- --------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS OF EXPENSES. OFS has voluntarily agreed to limit
transfer and shareholder servicing agent fees for all classes to 0.35% of
average annual net assets per class. This undertaking may be amended or
withdrawn at any time.
The Manager will waive fees and/or reimburse Fund expenses in an amount
equal to the indirect management fees incurred through the Fund's investment in
IMMF. During the year ended October 31, 2006, the Manager waived $1,218 for IMMF
management fees.
- --------------------------------------------------------------------------------
5. SECURITIES LENDING
The Fund lends portfolio securities from time to time in order to earn
additional income. In return, the Fund receives collateral in the form of
securities, letters of credit or cash, against the loaned securities and
maintains collateral in an amount not less than 100% of the market value of the
loaned securities during the period of the loan. The market value of the loaned
securities is determined at the close of business each day. If the Fund is
undercollateralized at the close of business due to an increase in market value
of securities on loan, additional collateral is requested from the borrowing
counterparty and is delivered to the Fund on the next business day. Cash
collateral may be invested in approved investments and the Fund bears the risk
of any loss in value of these investments. The Fund retains a portion of the
interest earned from the collateral. If the borrower defaults on its obligation
to return the securities loaned because of insolvency
42 | OPPENHEIMER QUEST VALUE FUND, INC.
or other reasons, the Fund could experience delays and cost in recovering the
securities loaned or in gaining access to the collateral. The Fund continues to
receive the economic benefit of interest or dividends paid on the securities
loaned in the form of a substitute payment received from the borrower. As of
October 31, 2006, the Fund had on loan securities valued at $12,259,395, which
are included in the Statement of Assets and Liabilities as "Investments, at
value" and, when applicable, as "Receivable for Investments sold." Collateral of
$13,144,455 was received for the loans, of which $13,260,093 was received in
cash and subsequently invested in approved investments or held as cash.
- --------------------------------------------------------------------------------
6. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48 ("FIN 48"), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES.
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No. 109,
ACCOUNTING FOR INCOME TAXES. FIN 48 requires the evaluation of tax positions
taken in the course of preparing the Fund's tax returns to determine whether it
is "more-likely-than-not" that tax positions taken in the Fund's tax return will
be ultimately sustained. A tax liability and expense must be recorded in respect
of any tax position that, in Management's judgment, will not be fully realized.
FIN 48 is effective for fiscal years beginning after December 15, 2006. As of
October 31, 2006, the Manager is evaluating the implications of FIN 48. Its
impact in the Fund's financial statements has not yet been determined.
In September 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 157, FAIR VALUE
MEASUREMENTS. This standard establishes a single authoritative definition of
fair value, sets out a framework for measuring fair value and expands
disclosures about fair value measurements. SFAS No. 157 applies to fair value
measurements already required or permitted by existing standards. SFAS No. 157
is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. As of October
31, 2006, the Manager does not believe the adoption of SFAS No. 157 will
materially impact the financial statement amounts; however, additional
disclosures may be required about the inputs used to develop the measurements
and the effect of certain of the measurements on changes in net assets for the
period.
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7. LITIGATION
A consolidated amended complaint was filed as a putative class action against
the Manager and the Transfer Agent and other defendants (including 51 of the
Oppenheimer funds including the Fund) in the U.S. District Court for the
Southern District of New York on January 10, 2005 and was amended on March 4,
2005. The complaint alleged, among other things, that the Manager charged
excessive fees for distribution and other costs, and that by permitting and/or
participating in those actions,
43 | OPPENHEIMER QUEST VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS Continued
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- --------------------------------------------------------------------------------
7. LITIGATION Continued
the Directors/Trustees and the Officers of the funds breached their fiduciary
duties to fund shareholders under the Investment Company Act of 1940 and at
common law. The plaintiffs sought unspecified damages, an accounting of all fees
paid, and an award of attorneys' fees and litigation expenses.
In response to the defendants' motions to dismiss the suit, seven of the
eight counts in the complaint, including the claims against certain of the
Oppenheimer funds, as nominal defendants, and against certain present and former
Directors, Trustees and Officers of the funds, and the Distributor, as
defendants, were dismissed with prejudice, by court order dated March 10, 2006,
and the remaining count against the Manager and the Transfer Agent was dismissed
with prejudice by court order dated April 5, 2006. The plaintiffs filed an
appeal of those dismissals on May 11, 2006.
The Manager believes that the allegations contained in the complaint are
without merit and that there are substantial grounds to sustain the district
court's rulings. The Manager also believes that it is premature to render any
opinion as to the likelihood of an outcome unfavorable to it, the funds, the
Directors/Trustees or the Officers on the appeal of the decisions of the
district court, and that no estimate can yet be made with any degree of
certainty as to the amount or range of any potential loss.
44 | OPPENHEIMER QUEST VALUE FUND, INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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THE BOARD OF DIRECTORS AND SHAREHOLDERS OF OPPENHEIMER QUEST VALUE FUND, INC.:
We have audited the accompanying statement of assets and liabilities of
Oppenheimer Quest Value Fund, Inc., including the statement of investments, as
of October 31, 2006, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the years in the
two-year period then ended, and the financial highlights for each of the years
in the five-year 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.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of October 31, 2006, 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 Value Fund, Inc. as of October 31, 2006, the results of its
operations for the year then ended, the changes in its net assets for each of
the years in the two-year period then ended, and the financial highlights for
each of the years in the five-year period then ended, in conformity with U.S.
generally accepted accounting principles.
KPMG LLP
Denver, Colorado
December 12, 2006
45 | OPPENHEIMER QUEST VALUE FUND, INC.
FEDERAL INCOME TAX INFORMATION Unaudited
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- --------------------------------------------------------------------------------
In early 2007, if applicable, shareholders of record will receive information
regarding all dividends and distributions paid to them by the Fund during
calendar year 2006. Regulations of the U.S. Treasury Department require the Fund
to report this information to the Internal Revenue Service.
Capital gain distributions of $3.5783 per share were paid to Class A,
Class B, Class C, Class N and Class Y shareholders, respectively, on December 8,
2005. Whether received in stock or in cash, the capital gain distribution should
be treated by shareholders as a gain from the sale of the capital assets held
for more than one year (long-term capital gains).
Dividends, if any, paid by the Fund during the fiscal year ended October
31, 2006 which are not designated as capital gain distributions should be
multiplied by 29.43% to arrive at the amount eligible for the corporate
dividend-received deduction.
A portion, if any, of the dividends paid by the Fund during the fiscal
year ended October 31, 2006 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. $16,654,422 of the Fund's fiscal year taxable income may be
eligible for the lower individual income tax rates. In early 2007, shareholders
of record will receive information regarding the percentage of distributions
that are eligible for lower individual income tax rates.
Recent tax legislation allows a regulated investment company to designate
distributions not designated as capital gain distributions, as either interest
related dividends or short-term capital gain dividends, both of which are exempt
from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal
year ended October 31, 2006, $271,535 or 6.11% of the ordinary distributions
paid by the Fund qualifies as an interest related dividend and $41,292,250 or
100% of the short-term capital gain distribution paid by the Fund qualifies as a
short-term capital gain dividend.
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.
46 | OPPENHEIMER QUEST VALUE FUND, INC.
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES;
UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
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- --------------------------------------------------------------------------------
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
1.800.525.7048, (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 is required to
file 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 Fund's voting record is
available (i) without charge, upon request, by calling the Fund toll-free at
1.800.525.7048, and (ii) in the Form N-PX filing on the SEC's website at
www.sec.gov.
The fund files its complete schedule of portfolio holdings with the SEC
for the first quarter and the third quarter of each fiscal year on form n-q. The
fund's form n-q filings are available on the SEC's website at
http://www.Sec.Gov. Those forms may be reviewed and copied at the SEC's public
reference room in washington d.C. Information on the operation of the public
reference room may be obtained by calling 1-800-SEC-0330.
47 | OPPENHEIMER QUEST VALUE FUND, INC.
DIRECTORS AND OFFICERS Unaudited
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- -------------------------------------------------------------------------------------------------------------------
NAME, POSITION(S) HELD WITH THE PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS; OTHER TRUSTEESHIPS/DIRECTORSHIPS
FUND, LENGTH OF SERVICE, AGE HELD; NUMBER OF PORTFOLIOS IN THE FUND COMPLEX CURRENTLY OVERSEEN
INDEPENDENT THE ADDRESS OF EACH DIRECTOR IN THE CHART BELOW IS 6803 S. TUCSON WAY,
DIRECTORS CENTENNIAL, COLORADO 80112-3924. EACH DIRECTOR SERVES FOR A INDEFINITE TERM,
OR UNTIL HIS OR HER RESIGNATION, RETIREMENT, DEATH OR REMOVAL.
THOMAS W. COURTNEY, Principal of Courtney Associates, Inc. (venture capital firm) (since 1982);
Chairman of the Board General Partner of Trivest Venture Fund (private venture capital fund);
of Directors (since 2001), President of Investment Counseling Federated Investors, Inc. (1973-1982);
Director (since 1985) Trustee of the following open-end investment companies: Cash Assets Trust
Age: 73 (1984), Premier VIT (formerly PIMCO Advisors VIT), Tax Free Trust of Arizona
(since 1984) and four funds for the Hawaiian Tax Free Trust. Oversees 10
portfolios in the OppenheimerFunds complex.
DAVID K. DOWNES, President, Chief Executive Officer and Board Member of CRAFund Advisors, Inc.
Director (since 2005) (investment management company) (since January 2004); President of The
Age: 66 Community Reinvestment Act Qualified Investment Fund (investment management
company) (since January 2004); Independent Chairman of the Board of Trustees
of Quaker Investment Trust (registered investment company) (since January
2004); Director of Internet Capital Group (information technology company)
(since October 2003); Chief Operating Officer and Chief Financial Officer of
Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National
Corporation, a publicly traded company) and Delaware Investments U.S., Inc.
(investment management subsidiary of Lincoln National Corporation) (1995-
2003); President, Chief Executive Officer and Trustee of Delaware Investment
Family of Funds (1995-2003); President and Board Member of Lincoln National
Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC
(1995-2003); Chairman and Chief Executive Officer of Retirement Financial
Services, Inc. (registered transfer agent and investment adviser and
subsidiary of Delaware Investments U.S., Inc.) (1995-2003); President and
Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief
Administrative Officer, Chief Financial Officer, Vice Chairman and Director of
Equitable Capital Management Corporation (investment subsidiary of Equitable
Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch &
Company (financial services holding company) (1977-1985); held the following
positions at the Colonial Penn Group, Inc. (insurance company): Corporate
Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of
Corporate Taxes (1969-1972); held the following positions at Price Waterhouse
& Company (financial services firm): Tax Manager (1967-1969), Tax Senior
(1965-1967) and Staff Accountant (1963-1965); United States Marine Corps
(1957-1959). Oversees 10 portfolios in the OppenheimerFunds complex.
ROBERT G. GALLI, A director or trustee of other Oppenheimer funds. Oversees 55 portfolios in the
Director (since 1998) OppenheimerFunds complex.
Age: 73
LACY B. HERRMANN, Founder and Chairman Emeritus of Aquila Group of Funds (open-end investment
Director (since 1984) company) (since December 2004); Chairman of Aquila Management Corporation and
Age: 77 Aquila Investment Management LLC (since August 1984); Chief Executive Officer
and President of Aquila Management Corporation (August 1984-December 1994); Vice
President, Director and Secretary of Aquila Distributors, Inc. (distributor of
Aquila Management Corporation); Treasurer of Aquila Distributors, Inc.;
President and Chairman of the Board of Trustees of Capital Cash Management Trust
("CCMT"); President and Director of STCM Management Company, Inc. (sponsor and
adviser to CCMT); Chairman,
48 | OPPENHEIMER QUEST VALUE FUND, INC.
LACY B. HERRMANN, President and Director of InCap Management Corporation; Sub-Advisor and
Continued Administrator of Prime Cash Fund & Short Term Asset Reserves; Director of OCC
Cash Reserves, Inc. (open-end investment company) (June 2003-December 2004);
Trustee of Premier VIT (formerly PIMCO Advisors VIT) (investment company)
(since 1994); Trustee of OCC Accumulation Trust (open-end investment company)
(until December 2004); Trustee Emeritus of Brown University (since June 1983).
Oversees 10 portfolios in the OppenheimerFunds complex.
BRIAN F. WRUBLE, General Partner of Odyssey Partners, L.P. (hedge fund) (since September 1995);
Director (since 2001) Director of Special Value Opportunities Fund, LLC (registered investment com
Age: 63 pany) (since September 2004); Member, Zurich Financial Investment Advisory Board
(insurance) (affiliate of the Manager's parent company) (since October 2004);
Board of Governing Trustees of The Jackson Laboratory (non-profit) (since August
1990); Trustee of the Institute for Advanced Study (non-profit educational
institute) (since May 1992); Special Limited Partner of Odyssey Investment
Partners, LLC (private equity investment) (January 1999-September 2004); Trustee
of Research Foundation of AIMR (2000-2002) (investment research, non-profit);
Governor, Jerome Levy Economics Institute of Bard College (August 1990-September
2001) (economics research); Director of Ray & Berendtson, Inc. (May 2000-April
2002) (executive search firm); President and Chief Executive Officer of the
Delaware Group of Mutual Funds (1992-1995); Chairman, President and Chief
Executive Officer of Equitable Capital Management Corporation (1985-1992); Vice
President, Senior Vice President, Executive Vice President and Chief Investment
Officer at The Equitable Life Assurance Society of the U.S. (1979-1992); Vice
President and Co-manager of Fundamental Equities Research at Smith Barney,
Harris Upham and Company (1970-1979); Engineer, Sperry Gyroscope Company
(1966-1970); former governor of the Association for Investment Management and
Research; former chairman of the Institute of Chartered Financial Analysts;
Chartered Financial Analyst. Oversees 55 portfolios in the OppenheimerFunds
complex.
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INERESTED DIRECTOR MR. MURPHY IS AN "INTERESTED DIRECTOR" BECAUSE HE IS AFFILIATED WITH THE MANAGER
AND OFFICER BY VIRTUE OF HIS POSITIONS AS AN OFFICER AND DIRECTOR OF THE MANAGER, AND AS A
SHAREHOLDER OF ITS PARENT COMPANY. THE ADDRESS OF MR. MURPHY IS TWO WORLD
FINANCIAL CENTER, 225 LIBERTY STREET, 11TH FLOOR, NEW YORK, NEW YORK 10281-1008.
MR. MURPHY SERVES AS A DIRECTOR FOR AN INDEFINITE TERM, OR UNTIL HIS
RESIGNATION, RETIREMENT, DEATH OR REMOVAL AND AS AN OFFICER FOR AN INDEFINITE
TERM, OR UNTIL HIS RESIGNATION, RETIREMENT, DEATH OR REMOVAL.
JOHN V. MURPHY, Chairman, Chief Executive Officer and Director (since June 2001) and President
Director (since 2005) (since September 2000) of the Manager; President and director or trustee of
and President and Principal other Oppenheimer funds; President and Director of Oppenheimer Acquisition Corp.
Executive Officer (since 2001) ("OAC") (the Manager's parent holding company) and of Oppenheimer Partnership
Age: 57 Holdings, Inc. (holding company subsidiary of the Manager) (since July 2001);
Director of OppenheimerFunds Distributor, Inc. (subsidiary of the Manager)
(since November 2001); Chairman and Director of Shareholder Services, Inc. and
of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the
Manager) (since July 2001); President and Director of OppenheimerFunds Legacy
Program (charitable trust program established by the Manager) (since July 2001);
Director of the following investment advisory subsidiaries of the Manager: OFI
Institutional Asset Management, Inc., Centennial Asset Management Corporation,
Trinity Investment Management Corporation and Tremont Capital Management, Inc.
(since November 2001), HarbourView Asset Management Corporation and OFI Private
Investments, Inc. (since July 2001); President (since November 1, 2001) and
Director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive
Vice President of
49 | OPPENHEIMER QUEST VALUE FUND, INC.
DIRECTORS AND OFFICERS Unaudited / Continued
- --------------------------------------------------------------------------------
JOHN V. MURPHY, Massachusetts Mutual Life Insurance Company (OAC's parent company) (since
Continued February 1997); Director of DLB Acquisition Corporation (holding company parent
of Babson Capital Management LLC) (since June 1995); Member of the Investment
Company Institute's Board of Governors (since October 3, 2003); Chief Operating
Officer of the Manager (September 2000-June 2001); President and Trustee of MML
Series Investment Fund and MassMutual Select Funds (open-end investment
companies) (November 1999-November 2001); Director of C.M. Life Insurance
Company (September 1999-August 2000); President, Chief Executive Officer and
Director of MML Bay State Life Insurance Company (September 1999-August 2000);
Director of Emerald Isle Bancorp and Hibernia Savings Bank (wholly-owned
subsidiary of Emerald Isle Bancorp) (June 1989-June 1998). Oversees 92
portfolios in the OppenheimerFunds complex.
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OTHER OFFICERS THE ADDRESSES OF THE OFFICERS IN THE CHART BELOW ARE AS FOLLOWS: FOR MESSRS.
OF THE FUND LEAVY, ZACK, GILLESPIE AND MS. BLOOMBERG, TWO WORLD FINANCIAL CENTER, 225
LIBERTY STREET, NEW YORK, NEW YORK 10281-1008, FOR MESSRS. VANDEHEY, WIXTED,
PETERSEN, SZILAGYI AND MS. IVES, 6803 S. TUCSON WAY, CENTENNIAL, COLORADO
80112-3924. EACH OFFICER SERVES FOR AN INDEFINITE TERM OR UNTIL HIS OR HER
RESIGNATION, RETIREMENT, DEATH OR REMOVAL.
CHRISTOPHER LEAVY, Senior Vice President of the Manager (since September 2000); portfolio manager
Vice President and Portfolio of Morgan Stanley Dean Witter Investment Management (1997-September 2000). An
Manager (since 2000) officer of 7 portfolios in the OppenheimerFunds complex.
Age: 35
MARK S. VANDEHEY, Senior Vice President and Chief Compliance Officer of the Manager (since March
Vice President and Chief 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset
Compliance Officer Management Corporation and Shareholder Services, Inc. (since June 1983). Former
(since 2004) Vice President and Director of Internal Audit of the Manager (1997- February
Age: 56 2004). An officer of 92 portfolios in the OppenheimerFunds complex.
BRIAN W. WIXTED, Senior Vice President and Treasurer of the Manager (since March 1999); Treasurer
Treasurer and Principal of the following: HarbourView Asset Management Corporation, Shareholder
Financial and Accounting Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset
Officer (since 1999) Management Corporation, and Oppenheimer Partnership Holdings, Inc. (since March
Age: 47 1999), OFI Private Investments, Inc. (since March 2000), OppenheimerFunds
International Ltd. (since May 2000), OppenheimerFunds plc (since May 2000), OFI
Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds
Legacy Program (charitable trust program established by the Manager) (since June
2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company
subsidiary of the Manager) (since May 2000); Assistant Treasurer of the
following: OAC (since March 1999), Centennial Asset Management Corporation
(March 1999- October 2003) and OppenheimerFunds Legacy Program (April 2000-June
2003); Principal and Chief Operating Officer of Bankers Trust Company- Mutual
Fund Services Division (March 1995-March 1999). An officer of 92 portfolios in
the OppenheimerFunds complex.
BRIAN S. PETERSEN, Assistant Vice President of the Manager (since August 2002); Manager/Financial
Assistant Treasurer Product Accounting of the Manager (November 1998-July 2002). An officer of 92
(since 2004) portfolios in the OppenheimerFunds complex.
Age: 36
50 | OPPENHEIMER QUEST VALUE FUND, INC.
BRIAN C. SZILAGYI, Assistant Vice President of the Manager (since July 2004); Director of Financial
Assistant Treasurer Reporting and Compliance of First Data Corporation (April 2003-July 2004);
(since 2005) Manager of Compliance of Berger Financial Group LLC (May 2001-March 2003);
Age: 36 Director of Mutual Fund Operations at American Data Services, Inc. (September
2000-May 2001). An officer of 92 portfolios in the OppenheimerFunds complex.
ROBERT G. ZACK, Executive Vice President (since January 2004) and General Counsel (since March
Secretary (since 2001) 2002) of the Manager; General Counsel and Director of the Distributor (since
Age: 58 December 2001); General Counsel of Centennial Asset Management Corporation
(since December 2001); Senior Vice President and General Counsel of HarbourView
Asset Management Corporation (since December 2001); Secretary and General
Counsel of OAC (since November 2001); Assistant Secretary (since September 1997)
and Director (since November 2001) of OppenheimerFunds International Ltd. and
OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership
Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset
Management, Inc. (since November 2001); Senior Vice President, General Counsel
and Director of Shareholder Financial Services, Inc. and Shareholder Services,
Inc. (since December 2001); Senior Vice President, General Counsel and Director
of OFI Private Investments, Inc. and OFI Trust Company (since November 2001);
Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice
President and General Counsel of OFI Institutional Asset Management, Inc. (since
November 2001); Director of OppenheimerFunds (Asia) Limited (since December
2003); Senior Vice President (May 1985- December 2003), Acting General Counsel
(November 2001-February 2002) and Associate General Counsel (May 1981-October
2001) of the Manager; Assistant Secretary of the following: Shareholder
Services, Inc. (May 1985-November 2001), Shareholder Financial Services, Inc.
(November 1989-November 2001), and OppenheimerFunds International Ltd.
(September 1997-November 2001). An officer of 92 portfolios in the
OppenheimerFunds complex.
KATHLEEN T. IVES, Vice President (since June 1998) and Senior Counsel and Assistant Secretary
Assistant Secretary (since October 2003) of the Manager; Vice President (since 1999) and Assistant
(since 2001) Secretary (since October 2003) of the Distributor; Assistant Secretary of
Age: 41 Centennial Asset Management Corporation (since October 2003); Vice President and
Assistant Secretary of Shareholder Services, Inc. (since 1999); Assistant
Secretary of OppenheimerFunds Legacy Program and Shareholder Financial Services,
Inc. (since December 2001); Assistant Counsel of the Manager (August
1994-October 2003). An officer of 92 portfolios in the OppenheimerFunds complex.
LISA I. BLOOMBERG, Vice President and Associate Counsel of the Manager (since May 2004); First Vice
Assistant Secretary President (April 2001-April 2004), Associate General Counsel (December
(since 2004) 2000-April 2004), Corporate Vice President (May 1999-April 2001) and Assistant
Age: 38 General Counsel (May 1999-December 2000) of UBS Financial Services Inc. (formerly,
PaineWebber Incorporated). An officer of 92 portfolios in the
OppenheimerFunds complex.
PHILLIP S. GILLESPIE, Senior Vice President and Deputy General Counsel of the Manager (since September
Assistant Secretary 2004); First Vice President (2001-September 2004); Director (2000- September
(since 2004) 2004) and Vice President (1998-2000) of Merrill Lynch Investment Management. An
Age: 42 officer of 92 portfolios in the OppenheimerFunds complex.
THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION
ABOUT THE FUND'S DIRECTORS AND OFFICERS AND IS AVAILABLE WITHOUT CHARGE UPON
REQUEST, BY CALLING 1.800.525.7048.
51 | OPPENHEIMER QUEST VALUE FUND, INC.
ITEM 2. CODE OF ETHICS.
The registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Directors of the registrant has determined that David Downes, a
member of the Board's Audit Committee, is an audit committee financial expert
and that Mr. Downes is "independent" for purposes of this Item 3.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees
The principal accountant for the audit of the registrant's annual financial
statements billed $15,000 in fiscal 2006 and $15,000 in fiscal 2005.
(b) Audit-Related Fees
The principal accountant for the audit of the registrant's annual financial
statements billed no such fees during the last two fiscal years.
The principal accountant for the audit of the registrant's annual financial
statements billed $195,954 in fiscal 2006 and $156,805 in fiscal 2005 to the
registrant's investment adviser or any entity controlling, controlled by, or
under common control with the adviser that provides ongoing services to the
registrant.
Such services include: internal control reviews.
(c) Tax Fees
The principal accountant for the audit of the registrant's annual financial
statements billed no such fees to the registrant during the last two fiscal
years.
The principal accountant for the audit of the registrant's annual financial
statements billed no such fees in fiscal 2006 and $6,536 in fiscal 2005 to the
registrant's investment adviser or any entity controlling, controlled by, or
under common control with the adviser that provides ongoing services to the
registrant.
Such services include: Preparation of form 5500
(d) All Other Fees
The principal accountant for the audit of the registrant's annual financial
statements billed no such fees during the last two fiscal years.
The principal accountant for the audit of the registrant's annual financial
statements billed no such fees during the last two fiscal years to the
registrant's investment adviser or any entity controlling, controlled by, or
under common control with the adviser that provides ongoing services to the
registrant.
(e) (1) During its regularly scheduled periodic meetings, the registrant's
audit committee will pre-approve all audit, audit-related, tax and other
services to be provided by the principal accountants of the registrant.
The audit committee has delegated pre-approval authority to its Chairman
for any subsequent new engagements that arise between regularly scheduled
meeting dates provided that any fees such pre-approved are presented to
the audit committee at its next regularly scheduled meeting.
Under applicable laws, pre-approval of non-audit services maybe waived
provided that: 1) the aggregate amount of all such services provided
constitutes no more than five percent of the total amount of fees paid by
the registrant to it principal accountant during the fiscal year in which
services are provided 2) such services were not recognized by the
registrant at the time of engagement as non-audit services and 3) such
services are promptly brought to the attention of the audit committee of
the registrant and approved prior to the completion of the audit.
(2) 100%
(f) Not applicable as less than 50%.
(g) The principal accountant for the audit of the registrant's annual
financial statements billed $195,954 in fiscal 2006 and $163,341 in fiscal
2005 to the registrant and the registrant's investment adviser or any
entity controlling, controlled by, or under common control with the
adviser that provides ongoing services to the registrant related to
non-audit fees. Those billings did not include any prohibited non-audit
services as defined by the Securities Exchange Act of 1934.
(h) No such services were rendered.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
THE FUND'S AUDIT COMMITTEE PROVISIONS WITH RESPECT TO NOMINATIONS OF
DIRECTORS/TRUSTEES TO THE RESPECTIVE BOARDS
1. The Fund's Audit Committee (the "Committee") will evaluate potential Board
candidates to assess their qualifications. The Committee shall have the
authority, upon approval of the Board, to retain an executive search firm
to assist in this effort. The Committee may consider recommendations by
business and personal contacts of current Board members and by executive
search firms which the Committee may engage from time to time and may also
consider shareholder recommendations. The Committee may consider the
advice and recommendation of the Funds' investment manager and its
affiliates in making the selection.
2. The Committee shall screen candidates for Board membership. The Committee
has not established specific qualifications that it believes must be met
by a trustee nominee. In evaluating trustee nominees, the Committee
considers, among other things, an individual's background, skills, and
experience; whether the individual is an "interested person" as defined in
the Investment Company Act of 1940; and whether the individual would be
deemed an "audit committee financial expert" within the meaning of
applicable SEC rules. The Committee also considers whether the
individual's background, skills, and experience will complement the
background, skills, and experience of other nominees and will contribute
to the Board. There are no differences in the manner in which the
Committee evaluates nominees for trustees based on whether the nominee is
recommended by a shareholder.
3. The Committee may consider nominations from shareholders for the Board at
such times as the Committee meets to consider new nominees for the Board.
The Committee shall have the sole discretion to determine the candidates
to present to the Board and, in such cases where required, to
shareholders. Recommendations for trustee nominees should, at a minimum,
be accompanied by the following:
o the name, address, and business, educational, and/or other pertinent
background of the person being recommended;
o a statement concerning whether the person is an "interested person"
as defined in the Investment Company Act of 1940;
o any other information that the Funds would be required to include in
a proxy statement concerning the person if he or she was nominated;
and
o the name and address of the person submitting the recommendation
and, if that person is a shareholder, the period for which that
person held Fund shares.
The recommendation also can include any additional information which the
person submitting it believes would assist the Committee in evaluating the
recommendation.
4. Shareholders should note that a person who owns securities issued by
Massachusetts Mutual Life Insurance Company (the parent company of the
Funds' investment adviser) would be deemed an "interested person" under
the Investment Company Act of 1940. In addition, certain other
relationships with Massachusetts Mutual Life Insurance Company or its
subsidiaries, with registered broker-dealers, or with the Funds' outside
legal counsel may cause a person to be deemed an "interested person."
5. Before the Committee decides to nominate an individual as a trustee,
Committee members and other directors customarily interview the individual
in person. In addition, the individual customarily is asked to complete a
detailed questionnaire which is designed to elicit information which must
be disclosed under SEC and stock exchange rules and to determine whether
the individual is subject to any statutory disqualification from serving
as a trustee of a registered investment company.
ITEM 11. CONTROLS AND PROCEDURES.
Based on their evaluation of the registrant's disclosure controls and procedures
(as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR
270.30a-3(c)) as of October 31, 2006, the registrant's principal executive
officer and principal financial officer found the registrant's disclosure
controls and procedures to provide reasonable assurances that information
required to be disclosed by the 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.
There have been no changes in the registrant's internal controls over financial
reporting that occurred during the registrant's second fiscal quarter of the
period covered by this
report that have materially affected, or are reasonably likely to materially
affect, the registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
(a) (1) Exhibit attached hereto.
(2) Exhibits attached hereto.
(3) Not applicable.
(b) Exhibit attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Oppenheimer Quest Value Fund, Inc.
By: /s/ John V. Murphy
_______________________________
John V. Murphy
Principal Executive Officer
Date: December 12, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ John V. Murphy
_______________________________
John V. Murphy
Principal Executive Officer
Date: December 12, 2006
By: /s/ Brian W. Wixted
_______________________________
Brian W. Wixted
Principal Financial Officer
Date: December 12, 2006