QUEST CAPITAL VALUE PRE 14A PROXY FILING

PRE 14A 1 questcapvaluepre14a040207.htm QUEST CAPITAL VALUE PRE 14A PROXY FILING QUEST CAPITAL VALUE PRE 14A PROXY FILING

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant(s) [ X ]

Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ X ] Preliminary Proxy Statement

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under Rule 14a-12

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
------------------------------------------------------------
(Name of Registrant(s) as Specified in Its Charter)

SAME AS ABOVE
------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ X ] No Fee Required

[ ] Fee Computed on table below per Exchange Act Rules 14a
-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1(Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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

John V. Murphy OppenheimerFunds Logo
Chairman, President and OppenheimerFunds, Inc.
Chief Executive Officer Two World Financial Center
225 Liberty Street
New York, NY 10281-1008
www.oppenheimerfunds.com

April 30, 2007

Dear Oppenheimer Quest Capital Value Fund, Inc. Shareholder:

We have scheduled a shareholder meeting on June 29, 2007 for you to decide
upon some important proposals for the Fund. Your ballot card and a detailed
combined proxy statement and prospectus are enclosed with this letter.

Your Board of Directors believes the matters being proposed for approval are
in the best interests of the Fund and its shareholders and recommends a vote
"for" the proposals described below. Regardless of the number of shares you
own, it is important that your shares be represented and voted. So we urge
you to consider these issues carefully and make your vote count.

What are the proposals?

o Election of Directors. You are being asked to consider and approve the
election of six Directors. You will find detailed information on the
Directors in the enclosed proxy statement.

o Approval of Proposal to Change the Fund's Investment Objective. Your
approval is requested to change the investment objective of the Fund from
seeking capital appreciation to seeking total return.

How do you vote?

To cast your vote, simply mark, sign and date the enclosed proxy ballot and
return it in the postage-paid envelope today. You also may vote by telephone
or internet by following the instructions on the proxy ballot. Using a
touch-tone telephone or the internet to cast your vote saves you time and
helps reduce the Fund's expenses. If you vote by phone or internet, you do
not need to mail the proxy ballot.

Remember, it can be expensive for the Fund--and ultimately for you as a
shareholder--to remail ballots if not enough responses are received to
conduct the scheduled meeting. If your vote is not received before the
scheduled meeting, you may receive a telephone call asking you to vote.

Please read the enclosed proxy statement for complete details on this
proposal. Of course, if you have any questions, please contact your
financial advisor, or call us at 1.800. 225.5677. As always, we appreciate
your confidence in OppenheimerFunds and look forward to serving you for many
years to come.

Sincerely,

[John V. Murphy signature]

Enclosures
XP0835.002.0407

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.SM

6803 South Tucson Way, Centennial, CO 80112

Notice of Special Meeting of Shareholders
To Be Held June 29, 2007

To the Shareholders of Oppenheimer Quest Capital Value Fund, Inc.:

Notice is hereby given that a special meeting of the shareholders (the
"Meeting") of Oppenheimer Quest Capital Value Fund, Inc. (the "Fund") will be
held on June 29, 2007 at 1:30 P.M. Mountain Time, as may be adjourned from
time to time. The Meeting will be held at the Fund's offices located at 6803
South Tucson Way, Centennial, Colorado 80112.

At the Meeting, shareholders of the Fund will vote on the following:

1. A proposal to elect six Directors;

2. A proposal to change the Fund's investment objective; and

3. To transact such other business as may properly come before the
Meeting, or any adjournments thereof.

Any shareholder who owned shares of the Fund at the close of business
on April 10, 2007 (the "Record Date") will receive notice of the Meeting and
will be entitled to vote at the Meeting or any adjournment or postponement of
the Meeting. Please read the full text of the enclosed Proxy Statement for a
complete understanding of the proposals.

YOU CAN VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL.

WE URGE YOU TO VOTE PROMPTLY.

YOUR VOTE IS IMPORTANT.

PLEASE HELP YOUR FUND AVOID THE EXPENSES OF ADDITIONAL SOLICITATIONS BY

VOTING TODAY.

Dated: April 30, 2007

By Order of the Board of Directors,

Robert G. Zack, Secretary

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. SM

SPECIAL MEETING OF SHAREHOLDERS
to be held
June 29, 2007

This is a Proxy Statement for the Oppenheimer Quest Capital Value Fund,
Inc. (the "Fund"). The Board of Directors ("Board") of the Fund is
soliciting proxies for the special meeting of the Fund's shareholders to
approve proposals that have already been approved by the Board.

The Board has sent you this Proxy Statement to ask for your vote on two
proposals affecting the Fund. The Fund will hold a special meeting of
shareholders on June 29, 2007 at 1:30 p.m. Mountain Time, as may be adjourned
from time to time (the "Meeting"). The Meeting will be held at the Fund's
offices located at 6803 South Tucson Way, Centennial, Colorado 80112 in order
to consider the proposals described in this Proxy Statement.

Any shareholder who owned shares of the Fund on April 10, 2007 (the
"Record Date") will receive notice of the Meeting and will be entitled to
vote at the Meeting or any adjournment or postponement of the Meeting.
Shareholders are entitled to cast one vote for each full share and fractional
vote for each fractional share they own on the Record Date.

You should read the entire Proxy Statement before voting. Please call
1-800-225-5677 (1-800-CALL-OPP) if you have any questions about this Proxy
Statement or the proposals described in the Proxy Statement.

The Fund expects to mail the Notice of Special Meeting, this Proxy
Statement and the proxy ballot to shareholders on or about April 30, 2007.

The Annual Report to Shareholders of the Fund dated October 31, 2006
has previously been sent to shareholders. Upon request, the Fund's annual
report is available at no cost. You may receive a free copy of these
documents by visiting the website at www.oppenheimerfunds.com; writing to
OppenheimerFunds Services, the Fund's transfer agent, at P.O. Box 5270,
Denver, Colorado 80217; or by calling toll-free 1-800-225-5677
(1-800-CALL-OPP).

The Fund is required by federal law to file reports, proxy statements
and other information with the Securities and Exchange Commission (the
"SEC"). You can inspect and copy proxy statements, reports and other
information at the SEC's Public Reference Room in Washington, D.C. (Phone:
1-202-942-8090) or the EDGAR database on the SEC's website at www.sec.gov.
Copies may be obtained upon payment of a duplicating fee by electronic
request at the SEC's e-mail address: publicinfo@sec.gov or by writing to the
SEC's Public Reference Section, Washington, D.C. 20549-0102.

QUESTIONS AND ANSWERS
Q. What proposals am I being asked to vote on?

A. You are being asked to vote on the following proposals:
1. To elect six members to the Board of Directors; and
2. To change the Fund's investment objective from "The Fund seeks
capital appreciation" to "The Fund seeks total return."

Q. Has the Fund's Board approved the Proposals?

A. Yes. The Board unanimously approved the proposals and recommends that you
vote to approve each proposal.

Q. Why am I being asked to elect six Directors?

A. Section 16(a) of the Investment Company Act of 1940 ("Investment Company
Act") requires that at least a majority of the Fund's Directors be elected
by the shareholders. In addition, under this section, new Directors
cannot be appointed by the existing Directors to fill vacancies created by
retirements, resignations or an expansion of the Board unless, after those
appointments, at least 66.67% of the Directors have been elected by
shareholders.

The Fund's Board currently consists of six Directors. All of the
Directors, except David K. Downes, were elected to the Board by
shareholders of the Fund on December 5, 2005. Mr. Downes was appointed as
a member of the Board by the Fund's Directors on December 16, 2005.

The current composition of the Board meets the regulatory requirements
described above. However, approval by shareholders of this proposal
would continue to give the Board flexibility to appoint one or more
Directors in the future while assuring compliance with these requirements.

Q. Why am I being asked to approve a change in the Fund's investment
objective from "The Fund seeks capital appreciation" to "The Fund seeks
total return"?

A. The proposed new investment objective is part of a series of
changes, described below, by which the Fund would pursue an equity
income strategy with dividends being an important investment
criterion.

OppenheimerFunds, Inc., the Fund's investment manager (the "Manager"),
currently manages another large-cap value fund (Oppenheimer Value Fund)
and other funds that may at times emphasize large-cap value stocks. The
Manager believes that the Fund's opportunity to grow its assets is limited
because investors and firms that sell the Fund's shares may overlook the
Fund in favor of other value-oriented Oppenheimer funds. The Manager
believes that changing the Fund's investment focus would distinguish it
from other funds advised by the Manager and increase the Fund's visibility
among investors.

If shareholders approve the proposed change to the Fund's investment
objective, the changes described below would be made to implement the
Fund's proposed new equity income investment focus. These changes would
take effect only if shareholders approve the Fund's proposed new
investment objective. Please note, however, that shareholders are not
being asked to vote on the changes described immediately below.

o as discussed above, the Fund's advisory fee schedule would be revised
resulting in a lower overall effective advisory fee;
o the investment strategies and risks described in the Fund's prospectus
would be revised;
o the Fund would be renamed;
o a new portfolio manager would be named to manage the Fund;
o the Fund's current sub-adviser, Oppenheimer Capital LLC, would be
discharged, and OppenheimerFunds, Inc. would assume responsibility
for the management of the Fund's portfolio; and
o the Fund would be permitted to increase the frequency of its dividends
from annually to quarterly.

If shareholders approve the Fund's proposed new investment objective, it
is expected that the Fund would begin investing pursuant to its new
objective, and the changes described in the preceding paragraph would take
effect on or after August 1, 2007. The first quarterly distribution,
if any is made, under the Fund's proposed new dividend policy is expected
to occur on or about March 31, 2008.

Q. When will the Meeting be held?

A. The Meeting will be held on June 29, 2007, unless it is adjourned.

Q. Will the Directors attend the Meeting?

A. No. The Directors are not required to attend nor do they plan to attend
the Meeting.

Q. How do I vote my shares?

A. You can vote your shares via the internet by following the instructions on
the attached proxy ballot(s) and accompanying materials, by telephone, or
by completing and signing the enclosed proxy ballot(s) and mailing the
proxy ballot(s) in the enclosed postage paid envelope.

If you need assistance, or have any questions regarding the proposals or
how to vote your shares, please call 1-800-225-5677 (1-800-CALL-OPP).

PROPOSAL 1

ELECTION OF DIRECTORS

At the Meeting, six Directors are proposed to be elected. Section
16(a) of the Investment Company Act requires that at least a majority of the
Fund's Directors be elected by shareholders. In addition, under this
section, new Directors cannot be appointed by the existing Directors to fill
vacancies created by retirements, resignations or an expansion of the Board
unless, after those appointments, at least 66.67% of the Directors have been
elected by shareholders.

The Fund's Board currently consists of six Directors. All of the
Directors, except Mr. David K. Downes, were elected to the Board by
shareholders of the Fund on December 5, 2005. Mr. Downes was appointed as a
member of the Board by the Fund's Directors on December 16, 2005.

The current composition of the Board meets the regulatory requirements
described above. However, approval by shareholders of this proposal would
give the Board flexibility to appoint one or more Directors in the future
while assuring compliance with these requirements.

The Fund is not required, and does not intend, to hold annual
shareholder meetings for the purpose of electing Directors. As a result, if
elected, the Directors will hold office until their successors are duly
elected and shall have qualified. If a nominee is unable to accept election
or serve his or her term, or resign, the Board of Directors may, subject to
the Investment Company Act and in its discretion, select another person to
fill the vacant position.

Although the Fund does not hold annual meetings of its shareholders, it
may hold shareholder meetings from time to time on important matters.
Shareholders also have the right to call a meeting to remove a Director or to
take other action described in the Fund's Restated Articles of Incorporation,
as subsequently amended. Also, if at any time, less than a majority of the
Directors holding office have been elected by the shareholders, the Directors
will promptly call a shareholders' meeting for the purpose of electing
Directors.

Each of the Directors serves as trustee or director of other funds in
the Oppenheimer family of funds. Except for Mr. Murphy, the Directors are
not "interested persons" of the Fund within the meaning of the Investment
Company Act (the "Independent Directors"). Mr. Murphy is an "interested
person" (as that term is defined in the Investment Company Act) of the Fund
because he is affiliated with OppenheimerFunds, Inc., the Fund's investment
manager ("Manager"), by virtue of his positions as an officer and director of
the Manager, and as a shareholder of its parent company. Mr. Murphy was
appointed as a Director of the Fund with the understanding that in the event
he ceases to be the chief executive officer of the Manager, he will resign as
a Director of the Fund.

The Fund's Directors, their length of service, and their principal
occupations and business affiliations during the past five years are listed
in the tables below. The information for the Independent Directors also
includes, as of December 31, 2006, the dollar range of shares of the Fund and
the aggregate dollar range of shares beneficially owned in any of the
Oppenheimer funds overseen by the Directors. The address of each Director,
unless otherwise noted, is 6803 S. Tucson Way, Centennial, CO 80112-3924.
The Directors are not required to attend nor do they plan to attend this
Meeting.

What Factors Did The Board Consider In Selecting The Nominees?

The Audit Committee of the Fund serves as the nominating committee for
the Fund's Board. The members of the Audit Committee, each of whom is an
Independent Director, recommended that each Director be approved by
shareholders listed below to the Board. After due consideration, the Board
recommended to shareholders the election of each Nominee. In making the
recommendation, the Board and the Audit Committee took into consideration a
number of factors, including the knowledge, background, and experience of
each Nominee.

The following Directors are proposed to be elected by shareholders:

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Independent Directors
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Name, Position(s) Principal Occupation(s) During the Dollar Range Aggregate Dollar
Past 5 Years; Other of Shares Range of Shares
Held with the Trusteeships/Directorships Held; Beneficially Beneficially
Fund, Length of Number of Portfolios in the Fund Owned in the Owned in
Service, Age Complex Currently Overseen Fund Supervised Funds
--------------------------------------------------------------------------------------------
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As of December 31, 2006
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Thomas W. Courtney, Principal of Courtney Associates, None $50,001-$100,000
Chairman of the Inc. (venture capital firm) (since
Board of Directors 1982); General Partner of Trivest
since 2001, Venture Fund (private venture capital
Director since 1985 fund); President of Investment
Age: 73 Counseling Federated Investors, Inc.
(1973-1982); Trustee of the following
open-end investment companies: Cash
Assets Trust (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.
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David K. Downes, President, Chief Executive Officer $10,001-$50,000Over $100,000
Director since 2005 and Board Member of CRAFund Advisors,
Age: 67 Inc. (investment management company)
(since January 2004); President of
The 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); Oversees 10 portfolios
in the OppenheimerFunds complex.
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Robert G. Galli, A director or trustee of other None Over $100,000
Director since 1998 Oppenheimer funds. Oversees 62
Age: 73 portfolios in the OppenheimerFunds
complex.*
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Lacy B. Herrmann, Founder and Chairman Emeritus of None $10,001-$50,000
Director since 1984 Aquila Group of Funds (open-end
Age: 77 investment company) (since December
2004); Chairman of Aquila Management
Corporation and 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, President and Director of
InCap Management Corporation;
Sub-Advisor and 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.
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Brian F. Wruble, General Partner of Odyssey Partners, None Over $100,000
Director since 2001 L.P. (hedge fund) (since September
Age: 63 1995); Director of Special Value
Opportunities Fund, LLC (registered
investment company) (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); Chartered Financial
Analyst. Oversees 62 portfolios in
the OppenheimerFunds complex.*
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* In addition to serving as a director or trustee of each of the Board
III Funds, Messrs. Galli and Wruble also serve on the Boards of 52 other
Oppenheimer funds that are not Board III Funds.

Mr. Murphy is an "Interested Director" because he is affiliated with
the Manager 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 or removal as chief executive officer of the
Manager.

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Interested Director and Officer
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Name, Position(s) Principal Occupation(s) During the Past 5 Dollar Aggregate
Dollar Range
Range of Of Shares
Shares Beneficially
Held with Fund, Years; Other Trusteeships/Directorships Beneficially Owned in
Length of Held; Number of Portfolios in the Fund Owned in Supervised
Service, Age Complex Currently Overseen the Fund Funds
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
As of December 31, 2006
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
John V. Murphy, Chairman, Chief Executive Officer and None Over $100,000
Director since Director of the Manager (since June 2001);
2001 and President of the Manager (September
President and 2000-March 2007); President and director or
Principal trustee of other Oppenheimer funds;
Executive Officer President and Director of Oppenheimer
since 2005 Acquisition Corp. ("OAC") (the Manager's
Age: 57 parent holding company) and of Oppenheimer
Partnership 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 Massachusetts Mutual Life
Insurance Company (OAC's parent company)
(since 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); Oversees 99
portfolios in the OppenheimerFunds complex.
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General Information Regarding the Board of Directors

The Fund is governed by a Board of Directors, which is responsible for
protecting the interests of shareholders under Maryland law. The Directors
meet periodically throughout the year to oversee the Fund's activities,
review its performance, and review the actions of the Manager. The Board
held six meetings during the Fund's fiscal year ended October 31, 2006. Each
Director was present for at least 75% of the aggregate number of meetings,
including any meetings of the audit committee on which that Director served,
that were held during the period.

The Audit Committee of the Board of Directors

The Board of Directors has an Audit Committee comprised solely of
Directors who are not "interested persons" under the Investment Company Act
(the "Independent Directors"). The members of the Audit Committee are David
K. Downes (Chairman), Thomas W. Courtney, Robert G. Galli, Lacy B. Herrmann
and Brian Wruble. The Audit Committee held six meetings during the Fund's
fiscal year ended October 31, 2006. The Audit Committee furnishes the Board
with recommendations regarding the selection of the Fund's independent
registered public accounting firm (also referred to as the "Independent
Auditors"). Other main functions of the Audit Committee outlined in the Audit
Committee Charter, include, but are not limited to: (i) reviewing the scope
and results of financial statement audits and the audit fees charged;
(ii) reviewing reports from the Independent Auditors regarding the Fund's
internal accounting procedures and controls; (iii) reviewing reports from the
Manager's Internal Audit Department; (iv) maintaining a separate line of
communication between the Fund's Independent Auditors and the Independent
Directors; (v) reviewing the independence of the Fund's Independent Auditors
and; (vi) pre-approving the provision of any audit or non-audit services by
the Fund's Independent Auditors, including tax services, that are not
prohibited by the Sarbanes-Oxley Act, to the Fund, the Manager and certain
affiliates of the Manager.

The Audit Committee's functions include selecting and nominating, to
the full Board, nominees for election as Directors, and selecting and
nominating Independent Directors for election. The Audit Committee may, but
need not, consider the advice and recommendation of the Manager and its
affiliates in selecting nominees. The full Board elects new Directors except
for those instances when a shareholder vote is required.

To date, the Audit Committee has been able to identify from its own
resources an ample number of qualified candidates. Nonetheless, shareholders
may submit names of individuals, accompanied by complete and properly
supported resumes, for the Audit Committee's consideration by mailing such
information to the Audit Committee. Shareholders wishing to submit a nominee
for election to the Board may do so by mailing their submission to the
offices of OppenheimerFunds, Inc., Two World Financial Center, 225 Liberty
Street, 11th Floor, New York, NY 10281-1008, to the attention of the Board of
Directors of Oppenheimer Quest Capital Value Fund, Inc., c/o the Secretary of
the Fund. Submissions should, at a minimum, be accompanied by the following:
(1) the name, address, and business, educational, and/or other pertinent
background of the person being recommended; (2) a statement concerning
whether the person is an "interested person" as defined in the Investment
Company Act; (3) any other information that the Fund would be required to
include in a proxy statement concerning the person if he or she were
nominated; and (4) 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. Shareholders should note that a person who owns
securities issued by Massachusetts Mutual Life Insurance Company
("MassMutual") (the parent company of the Manager) would be deemed an
"interested person" under the Investment Company Act. In addition, certain
other relationships with MassMutual or its subsidiaries, with registered
broker-dealers, or with the Funds' outside legal counsel may cause a person
to be deemed an "interested person."

Although candidates are expected to provide a mix of attributes,
experience, perspective and skills necessary to effectively advance the
interests of shareholders, the Audit Committee has not established specific
qualifications that must be met by a director nominee. In evaluating director
nominees, the Audit 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; and whether the individual
would be deemed an "audit committee financial expert" within the meaning of
applicable SEC rules. The Audit Committee also considers whether the
individual's background, skills, and experience will complement the
background, skills, and experience of other nominees. The Audit Committee
may, upon Board approval, retain an executive search firm or use the services
of legal, financial, or other external counsel to assist in screening
potential candidates.

The Audit Committee evaluates all Director nominees according to the
same criteria, whether recommended by a shareholder, current Director, the
Manager, or any other source.

A copy of the provisions of the Audit Committee Charter relating to the
process and criteria for nominating Directors may be accessed at
www.oppenheimerfunds.com.

Compensation of Directors

The Independent Directors receive compensation for service as a
Director and as a Committee member (if applicable) and are reimbursed for
expenses incurred in connection with attending such Board and Committee
meetings. The Fund pays a share of these expenses.

The officers of the Fund and one Director of the Fund (Mr. Murphy) are
affiliated with the Manager and receive no salary or fee from the Fund. The
remaining Directors of the Fund received the compensation shown below from
the Fund with respect to the Fund's fiscal year ended October 31, 2006. The
compensation from all Oppenheimer funds (including the Fund) represents
compensation received for serving as a director or trustee and member of a
committee (if applicable) of the boards of those funds during the calendar
year ended December 31, 2006.

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Aggregate Retirement Total
Benefits Estimated Compensation
Director Name and Other Compensation Accrued as Annual From the Fund
Fund Position(s) From the Part of Fund Benefits Upon and Fund Complex
(as applicable) Fund(1) Expenses Retirement(2) (3)
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Fiscal year ended October Year ended
31, 2006 December 31, 2006
----------------------------------------------------------------------------------------
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Thomas W. Courtney $2,980 $6,951 $100,284 $196,500(4)
Chairman of the Board
and Audit Committee
Member
----------------------------------------------------------------------------------------
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David K. Downes(5) $2,316 $1,308 $4,391 $146,668
Audit Committee Chairman
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Robert G. Galli $2,462 $5,923 $107,096(6) $264,812(7)
Audit Committee Member
----------------------------------------------------------------------------------------
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Lacy B. Herrmann $2,445 $1,572 $88,150 $167,000(8)
Audit Committee Member
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Brian F. Wruble $2,526 $3,292 $45,544(9) $241,260(10)
Audit Committee Member
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1. "Aggregate Compensation From the Fund" includes fees and deferred
compensation, if any, for a Director.
2. "Estimated Annual Benefits Upon Retirement" is based on a straight life
payment plan election with the assumption that a Director will retire at
the age of 75 and is eligible (after 7 years of service) to receive
retirement plan benefits as described below under "Retirement Plan for
Directors." Actual benefits upon retirement may vary based on retirement
age, years of service and benefit payment elections of the Director.
3. "Total Compensation From the Fund and Fund Complex" includes fees,
deferred compensation (if any) and accrued retirement benefits (if any).
For purposes of this section only, in accordance with the instructions
for Form N-1A, "Fund Complex" includes the Oppenheimer funds and one
open-end investment company, PIMCO Advisors VIT ("PIMCO") (formerly OCC
Accumulation Trust) for which the Fund's former Sub-Adviser acts as the
investment adviser. The Manager does not consider PIMCO to be part of the
OppenheimerFunds "Fund Complex" as that term may be otherwise interpreted.
4. Includes $35,500 in compensation from Premier VIT, with respect to Mr.
Courtney's service as a trustee of that fund.
5. Mr. Downes was appointed as Director of the Board III Funds on December
16, 2005.
6. Includes $57,285 estimated benefits to be paid to Mr. Galli for serving
as a director or trustee of 49 other Oppenheimer funds that are not Board
III Funds.
7. Includes $129,312 for serving as a director or trustee of 49 other
Oppenheimer funds (at December 31, 2006) that are not Board III Funds.
8. Includes $31,500 in compensation from Premier VIT, with respect to Mr.
Herrmann's service as a trustee of that fund.
9. Includes $4,355 estimated benefits to be paid to Mr. Wruble for serving
as a director or trustee of 49 other Oppenheimer funds that are not Board
III Funds.
10. Includes $105,760 for serving as a director or trustee of 49 other
Oppenheimer funds (at December 31, 2006) that are not Board III Funds.

Retirement and Compensation Deferral Plans for Directors

The Fund has adopted a retirement plan that provides for payments to
retired Independent Directors. Payments are up to 80% of the average
compensation paid during a Director's five years of service in which the
highest compensation was received. A Director must serve as director or
trustee for any of the Board III Funds for at least seven years to be
eligible for retirement plan benefits and must serve for at least 15 years to
be eligible for the maximum benefit. The amount of retirement benefits a
Director will receive depends on the amount of the Director's compensation,
including future compensation and the length of his or her service on the
Board.

The Board of Directors has adopted a Compensation Deferral Plan for
Independent Directors that enables them to elect to defer receipt of all or a
portion of the annual fees they are entitled to receive from the Fund. Under
the plan, the compensation deferred by a Director is periodically adjusted as
though an equivalent amount had been invested in shares of one or more
Oppenheimer funds selected by the Director. The amount paid to the Director
under the plan will be determined based upon the amount of compensation
deferred and the performance of the selected funds.

Deferral of Directors' fees under the plan will not materially affect
the Fund's assets, liabilities or net income per share. The plan will not
obligate the Fund to retain the services of any Director or to pay any
particular level of compensation to any Director. Pursuant to an Order issued
by the SEC, the Fund may invest in the funds selected by the Director under
the plan without shareholder approval for the limited purpose of determining
the value of the Director's deferred compensation account.

Officers

Information is given below about the executive officers who are not
Directors of the Fund, including their business experience during the past
five years. Each officer holds the same offices with one or more of the other
funds in the OppenheimerFunds complex.

The addresses of the officers in the chart below are as follows: for
Messrs. Gillespie and Zack and Ms. Bloomberg, Two World Financial Center, 225
Liberty Street, New York, New York 10281-1008, for Messrs. Petersen,
Szilagyi, Vandehey and Wixted and Ms. Ives, 6803 S. Tucson Way, Centennial,
Colorado 80112-3924. Each officer serves for an indefinite term, or until his
resignation or removal as an officer of the Manager.

------------------------------------------------------------------------------------------
Other Officers of the Fund
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Name, Position(s) Held Principal Occupation(s) During Past 5 Years
with Fund, Length of
Service, Age
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Christopher Leavy, Director of Equities (since January 2007) and Senior Vice
Vice President and President of the Manager (since September 2000); portfolio
Portfolio Manager manager of Morgan Stanley Dean Witter Investment Management
since 2005 (1997-September 2000). An officer of 7 portfolios in the
Age: 35 OppenheimerFunds complex.
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Mark S. Vandehey, Senior Vice President and Chief Compliance Officer of the
Vice President and Manager (since March 2004); Vice President of OppenheimerFunds
Chief Compliance Distributor, Inc., Centennial Asset Management Corporation and
Officer since 2004 Shareholder Services, Inc. (since June 1983). Former Vice
Age: 56 President and Director of Internal Audit of the Manager
(1997-February 2004). An officer of 99 portfolios in the
OppenheimerFunds complex.
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer of the Manager (since March
Treasurer and 1999); Treasurer of the following: HarbourView Asset Management
Principal Financial & Corporation, Shareholder Financial Services, Inc., Shareholder
Accounting Officer Services, Inc., Oppenheimer Real Asset Management Corporation,
since 1999 and Oppenheimer Partnership Holdings, Inc. (since March 1999),
Age: 47 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). An officer of 99 portfolios in the
OppenheimerFunds complex.
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Brian Petersen, Vice President of the Manager (since February 2007); Assistant
Assistant Treasurer Vice President of the Manager (August 2002-February 2007);
since 2004 Manager/Financial Product Accounting of the Manager (November
Age: 36 1998-July 2002). An officer of 99 portfolios in the
OppenheimerFunds complex.
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Brian C. Szilagyi, Assistant Vice President of the Manager (since July 2004);
Assistant Treasurer Director of Financial Reporting and Compliance of First Data
since 2006 Corporation (April 2003-July 2004); Manager of Compliance of
Age: 36 Berger Financial Group LLC (May 2001-March 2003). An officer of
99 portfolios in the OppenheimerFunds complex.
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Robert G. Zack, Executive Vice President (since January 2004) and General
Secretary since 2001 Counsel (since March 2002) of the Manager; General Counsel and
Age: 58 Director of the Distributor (since 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 99 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
since 2001 President (since 1999) and Assistant Secretary (since October
Age: 41 2003) of the Distributor; Assistant Secretary of 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 99 portfolios in the OppenheimerFunds
complex.
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Lisa I. Bloomberg, Vice President and Associate Counsel of the Manager (since May
Assistant Secretary 2004); First Vice President (April 2001-April 2004), Associate
since 2004 General Counsel (December 2000-April 2004), Corporate Vice
Age: 39 President (May 1999-April 2001) and Assistant General Counsel
(May 1999-December 2000) of UBS Financial Services Inc.
(formerly, PaineWebber Incorporated). An officer of 99
portfolios in the OppenheimerFunds complex.
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Phillip S. Gillespie, Senior Vice President and Deputy General Counsel of the Manager
Assistant Secretary (since September 2004); Mr. Gillespie held the following
since 2004 positions at Merrill Lynch Investment Management: First Vice
Age: 43 President (2001-September 2004); Director (2000-September 2004)
and Vice President (1998-2000). An officer of 99 portfolios in
the OppenheimerFunds complex.
------------------------------------------------------------------------------------------

As of April 10, 2007, the Directors, nominees for Director and officers,
individually and as a group, beneficially owned less than 1% of the
outstanding Class A shares and no Class B, Class C or Class N shares of the
Fund. The foregoing statement does not reflect ownership of shares of the
Fund held of record by an employee benefit plan for employees of the Manager,
other than the shares beneficially owned under the plan by the officers of
the Fund listed above. In addition, each Independent Director, and his or her
family members, does not own securities of either the Manager or
OppenheimerFunds Distributor, Inc. (the "Distributor" of the Fund) or any
person directly or indirectly controlling, controlled by or under common
control with the Manager or Distributor.

Independent Registered Public Accounting Firm Fees and Services

KPMG LLP serves as the independent registered public accounting firm
for the Fund. KPMG LLP audits the Fund's financial statements and performs
other related audit services. KPMG LLP also acts as the independent
registered public accounting firm for the Manager and certain other funds
advised by the Manager and its affiliates. Audit and non-audit services
provided by KPMG LLP to the Fund must be pre-approved by the Audit Committee.

The report by KPMG LLP on the Fund's financial statements for the
fiscal year ended October 31, 2006, contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles.

During the Fund's fiscal year ended October 31, 2006, there were no
disagreements between the Fund and KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures which, if not resolved to the satisfaction of KPMG LLP, would have
caused KPMG LLP to make reference thereto in their report, nor were there any
"reportable events" as that term is described in Item 304 (a)(1)(v) of
Regulation S-K.

Audit Fees. For the fiscal years ended October 31, 2005 and October
31, 2006, KPMG LLP billed the Fund for professional services that are
normally provided by KPMG LLP in connection with statutory and regulatory
filings or engagements for those fiscal years. The aggregate fees billed for
those services by KMPG LLP were $10,000 for the fiscal year ended October 31,
2005 and $12,500 for the fiscal year ended October 31, 2006.

Audit-Related Fees. Audit-related fees are for assurance and related
services by KPMG LLP that are reasonably related to the performance of the
auditor's review of the Fund's financial statements and are not reported
under the prior category. Audit-related fees would include, among others:
due diligence related to mergers and acquisitions, accounting consultations
and audits in connection with acquisitions, internal control reviews and
consultation concerning financial accounting and reporting standards. During
the fiscal years ended October 31, 2005 and 2006, there were no audit-related
fees billed by KPMG LLP for services rendered to the Fund. KPMG LLP billed
the Manager or the Manager's parent company and certain affiliated companies
that provide ongoing services to the Fund $156,805 for the fiscal year ended
October 31, 2005 and $195,954 for the fiscal year ended October 31, 2006 for
such audit-related services.

Tax Fees. Tax Fees would include tax compliance, tax planning and tax
advice. Tax compliance generally involves preparation of original and
amended tax returns, claims for a refund and tax payment-planning services.
Tax planning and tax advice includes assistance with tax audits and appeals,
tax advice related to mergers and acquisitions and requests for rulings or
technical advice from taxing authorities. During the fiscal years ended
October 31, 2005 and 2006, there were no such tax fees billed by KPMG LLP for
services rendered to the Fund. KPMG LLP billed the Manager or the Manager's
parent company and certain affiliated companies that provide ongoing services
to the Fund $6,536 for the fiscal year ended October 31, 2005 for such tax
services. No such fees were billed for the fiscal year ended October 31,
2006.

All Other Fees. All other fees would include products and services
provided by KPMG LLP other than the services reported under the prior three
categories. Such fees would include the cost to KPMG LLP of attending audit
committee meetings. There were no fees billed by KPMG LLP for services
rendered to the Fund, the Manager, the Manager's parent company, or certain
affiliated companies that provide ongoing services to the Fund, other than
the services described above, for the fiscal years ended October 31, 2005 and
October 31, 2006.

During its regularly scheduled periodic meetings, the Audit Committee
will pre-approve all audit, audit-related, tax and other services to be
provided by KPMG LLP. 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 so
pre-approved are presented to the Audit Committee at its next regularly
scheduled meeting.

Pre-approval of non-audit services may be 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 Fund to its principal
accountant during the fiscal year in which services are provided; 2) such
services were not recognized by the Fund at the time of engagement as
non-audit services; and 3) such services are promptly brought to the
attention of the Audit Committee and approved prior to the completion of the
audit. All services described in "Audit-Related Fees," "Tax Fees" and "All
Other Fees" were pre-approved by the Fund's current Audit Committee.

The aggregate non-audit fees billed by KPMG LLP for services rendered
to the Fund, the Manager or any entity controlling, controlled by, or under
common control with the Manager that provides ongoing services to the Fund
were $163,341 for the fiscal year ended October 31, 2005, and $195,954 for
the fiscal year ended October 31, 2006. In fiscal years 2005 and 2006, those
billings did not include any prohibited non-audit services as defined by the
Securities Exchange Act of 1934.

The Fund's current Audit Committee has considered whether the
provision of non-audit services that were rendered to the Manager, and any
entity controlling, controlled by, or under common control with the Manager
that provides ongoing services to the Fund that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X was
compatible with maintaining the principal accountant's independence. No such
services were rendered. Representatives of KPMG LLP are not expected to be
present at the Meeting but will be available should any matter arise
requiring their presence.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF THE NOMINEES AS DIRECTORS

PROPOSAL 2

APPROVAL OF CHANGE IN THE FUND'S INVESTMENT OBJECTIVE

It is proposed that shareholders approve a change in the Fund's
investment objective from "The Fund seeks capital appreciation" to "The
Fund seeks total return." The Fund's investment objective is a
fundamental policy that can be changed only by a shareholder vote.

The proposed new investment objective is part of a series of
changes, described below, by which the Fund would pursue an equity
income strategy with dividends being an important investment
criterion.

The shift to a total return objective and equity income focus is
designed to broaden the appeal of the Fund to investors and thereby increase
the Fund's assets, which could lower the Fund's expenses as a result of any
economies of scale achieved by the larger asset base. In addition, if
shareholders approve the proposed change to the Fund's investment objective,
the Fund's advisory fee schedule would be revised, as described below,
resulting in a lower advisory fee rate paid by the Fund. Many investors,
including the expanding population of baby boomers, have exhibited an
increasing demand for income-producing investments, driven partly by a low
interest rate environment as well as favorable tax treatment for dividend
income. With an equity income investment focus, the Manager believes that
the Fund would be positioned to benefit from this increased demand. The
Manager currently manages another large-cap value fund (Oppenheimer Value
Fund) and other funds that may at times emphasize large-cap value stocks.
The Manager believes that the Fund's opportunity to grow its assets is
limited because investors and firms that sell the Fund's shares may overlook
the Fund in favor of other value-oriented Oppenheimer funds. The Manager
believes that changing the Fund's investment focus would distinguish it from
other funds advised by the Manager and increase the Fund's visibility among
investors.

Revised Investment Strategies and Other Changes

If shareholders approve the Fund's proposed new investment objective,
it is expected that the Fund would begin investing pursuant to its new
objective, and the changes described below would take effect on or after
August 1, 2007. The first quarterly distribution, if any is made, under
the Fund's proposed new dividend policy is expected to occur on or about
March 31, 2008. Please note that shareholders are not being asked to vote
on any of the changes described below.

Revised Investment Strategies. The Fund currently invests almost
exclusively in common stocks. If shareholders approve the proposed
change to the Fund's investment objective, the Fund would continue to
invest in common stocks. However, the Fund would shift to an equity
income strategy with dividends becoming an important investment
criterion, seeking total return consisting of capital appreciation and
dividend income. The table below compares the Fund's existing
principal investment strategies with what the Manager expects would be
the new principal investment strategies that the Fund would follow
under an equity income investment focus:

---------------------------------------------------------------------------
Current Principal Investment Proposed Principal Investment
Strategies Strategies
---------------------------------------------------------------------------
---------------------------------------------------------------------------

The Fund invests mainly in common The Fund invests mainly in common
stocks of U.S. issuers that the stocks of U.S. issuers that the
portfolio manager believes are portfolio manager believes are
undervalued in the marketplace. The undervalued in the marketplace.
Fund may invest in other equity The Fund may invest in other equity
securities, such as preferred securities, such as preferred
stocks, warrants and debt securities stocks, warrants and debt
convertible into common stocks. securities convertible into common
stocks. The Fund may invest in
In selecting securities for the equity securities issued by
Fund, the Fund's portfolio manager companies of different
uses a "value" approach to capitalization ranges.
investing. The portfolio manager
searches for securities of companies In selecting securities for the
believed to be undervalued in the Fund, the portfolio manager mainly
marketplace, in relation to factors relies on a value-oriented
such as a company's assets, investing style for equity
earnings, growth potential and cash securities. Value investing focuses
flows. This process and the on companies that may be currently
inter-relationship of the factors out of favor in the market, or on
used may change over time and its opportunities in cyclical
implementation may vary in industries. The portfolio manager
particular cases. Currently, the looks for stocks trading at lower
selection process includes the prices relative to the market and
following techniques: what is believed to be their real
o A "bottom up" analytical worth. Value investors hope to
approach using fundamental realize appreciation as other
research to evaluate investors recognize the security's
particular issuers before intrinsic value and the stock price
considering industry trends, rises as a result.
evaluating each issuer's
characteristics, financial The portfolio manager generally
results and management. uses a fundamental approach to
o A search for securities of analyzing issuers (for example,
companies believed to be price/earnings ratios and current
undervalued and having a high balance sheet information), to
return on capital, strong select stocks he thinks are
management committed to undervalued. While this process and
shareholder value, and the factors used may change over
positive cash flows. time and its implementation may
o Ongoing monitoring of issuers vary in particular cases, the
for fundamental changes in the portfolio manager typically
company that might alter the searches for:
portfolio manager's initial o stocks that have high current
expectations about the income and are believed to
security and might result in a have substantial earnings
decision to sell the security. possibilities
o stocks with low
price/earnings ratios
relative to other securities
o stocks with a low price
relative to the underlying
value of the issuer's assets,
earnings, cash flow or other
factors

---------------------------------------------------------------------------
Main Risks of Investing in the Fund. With an equity income
focus, the Fund would continue to be subject to the risks of investing
in stocks and foreign securities that are associated with its current
investment strategies.

New Portfolio Manager. Michael Levine would be the Fund's new
portfolio manager, and thus primarily responsible for the day-to-day
management of the Fund's investments. Mr. Levine has been a Vice
President of the Manager since June 1998.

Renaming the Fund. To reflect the Fund's equity income
investment focus, the name of the Fund would change to "Oppenheimer
Equity Income Fund."

Sub-advisory Arrangements. Oppenheimer Capital LLC ("OpCap") serves as
the Fund's sub-adviser and has day-to-day responsibility for managing the
Fund's portfolio, pursuant to a sub-advisory agreement with OFI. With the
Fund's shift to an equity income investment style, OFI would assume
responsibility for the management of the Fund's portfolio and, consequently,
OpCap would be discharged as the Fund's sub-adviser.

Revised Advisory Fee Schedule. The Fund's advisory fee schedule
would change as follows:
---------------------------------------------------------------------------
Assets Current Fee Proposed Fee
---------------------------------------------------------------------------
---------------------------------------------------------------------------
$0-$400 million 0.85% 0.70%
---------------------------------------------------------------------------
---------------------------------------------------------------------------
$400m-$800 million 0.80% 0.68%
---------------------------------------------------------------------------
---------------------------------------------------------------------------
$800m-$1.2 billion 0.75% 0.65%
---------------------------------------------------------------------------
---------------------------------------------------------------------------
$1.2b-$1.6 billion 0.65% 0.60%
---------------------------------------------------------------------------
---------------------------------------------------------------------------
$1.6b-$2 billion 0.60% 0.55%
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Over $2 billion 0.50% 0.50%
---------------------------------------------------------------------------

As of March 31, 2007, with net assets of $506 million, the Fund's
effective advisory fee rate was 0.84% of average daily net assets. At the
same asset level, the advisory fee rate would drop to 0.70% under the
proposed new advisory fee schedule. If shareholders approve the proposed
change in investment objective, the advisory fee rate may be higher or lower
than 0.70%, depending on the Fund's net assets at the time the new advisory
fee schedule takes effect.

Increase in Frequency of Dividends. The Fund currently pays
dividends to shareholders on an annual basis. With the proposed
changes, the Fund would be permitted to pay dividends on a quarterly
basis. The Fund, however, would have no fixed dividend rate and cannot
guarantee that it would pay any dividends or distributions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THE FUND'S
PROPOSED NEW INVESTMENT OBJECTIVE.

INFORMATION ABOUT THE FUND

Fund Information

As of the close of business on the Record Date, the Fund had [ ]
shares outstanding, consisting of [ ] Class A, [ ] Class B, [ ] Class
C and [ ] Class N shares. Each share has voting rights as stated in
this Proxy Statement and is entitled to one vote for each share (and a
fractional vote for a fractional share).

Beneficial Owners

Occasionally, the number of shares of the Fund held in "street name"
accounts of various securities dealers for the benefit of their clients as
well as the number of shares held by other shareholders of record may exceed
5% of the total shares outstanding. As of the Record Date, to the best of
the knowledge of the Fund, the following shareholders owned of record or
beneficially owned 5% or more of any class the outstanding voting shares of
such Fund:

The Manager, the Distributor, the Sub-Adviser and the Transfer Agent

Subject to the authority of the Board of Directors, the Manager is
responsible for the day-to-day management of the Fund's business pursuant to
its investment advisory agreement with the Fund. The Manager (including
affiliates and subsidiaries) currently manages investment companies,
including the Oppenheimer funds, with assets of more than $245 billion as of
March 31, 2007, with more than 6 million shareholder accounts. The Manager is
a wholly owned subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a holding
company controlled by Massachusetts Mutual Life Insurance Company
("MassMutual"), which has engaged in the life insurance business since 1851.
OppenheimerFunds Distributor, Inc. (the "Distributor"), a wholly owned
subsidiary of the Manager, is the general distributor of the Fund's shares.
The Manager, the Distributor and OAC are located at Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, NY 10281-1008. MassMutual
is located at 1295 State Street, Springfield, Massachusetts 01111-0001. OAC
acquired the Manager on October 22, 1990. As indicated below, the common
stock of OAC is owned by (i) certain officers and/or directors of the
Manager, (ii) MassMutual and (iii) another investor. No institution or person
holds 5% or more of OAC's outstanding common stock except MassMutual.

The Manager has retained Oppenheimer Capital LLC (the "Sub-Adviser") to
provide day-to-day portfolio management for the Fund, pursuant to a
sub-advisory agreement between the Manager and the Sub-Adviser. The
Sub-Adviser has operated as an investment adviser since 1969. As of December
31, 2006, the Sub-Adviser advised accounts having assets in excess of $27.5
billion. The Sub-Adviser, a Delaware limited liability company with one
member, Allianz Global Investors U.S. Equities LLC, is located at 1345 Avenue
of the Americas, 49th Floor, New York, New York, 10105-4800.

OppenheimerFunds Services, a division of the Manager, located at 6803
South Tucson Way, Centennial, CO 80112, serves as the transfer and
shareholder servicing agent (the "Transfer Agent") for the Fund.

Reports to Shareholders and Financial Statements

The Annual Report to Shareholders of the Fund, including financial
statements of the Fund for the fiscal year ended October 31, 2006, has
previously been sent to shareholders. Upon request, shareholders may obtain
without charge a copy of the Annual Report and Semi-Annual Report by writing
the Fund at the address above, or calling the Fund at 1.800.708.7780 or
visiting the Manager's website at www.oppenheimerfunds.com. The Fund's
transfer agent will provide a copy of the reports promptly upon request.

To avoid sending duplicate copies of materials to households, the Fund
mails only one copy of each Prospectus and Annual and Semi-Annual Report to
shareholders having the same last name and address on the Fund's records. The
consolidation of these mailings, called householding, benefits the Fund
through reduced mailing expenses.

If you want to receive multiple copies of these materials or request
householding in the future, you may call the Transfer Agent at
1.800.708.7780. You may also notify the Transfer Agent in writing. Individual
copies of prospectuses and reports will be sent to you within 30 days after
the Transfer Agent receives your request to stop householding.

VOTING INFORMATION
How do I vote?

Please take a few moments to complete your proxy ballot promptly. You
may vote your shares by completing and signing the enclosed proxy ballot and
mailing the proxy ballot in the postage paid envelope provided. You also may
vote your shares via the internet or by telephone by following the
instructions on the attached proxy ballot and accompanying materials. You
may cast your vote by attending the Meeting in person if you are a record
owner.

If you need assistance, have any questions regarding a Proposal or need
a replacement proxy ballot, you may contact us toll-free at 1-800-225-5677
(1-800-CALL-OPP). Any proxy given by a shareholder, whether in writing, by
telephone or via the internet, is revocable as described below under the
paragraph titled "Revoking a Proxy."

If you simply sign and date the proxy but give no voting instructions,
your shares will be voted in favor of each Proposal.

o Internet Voting. You may vote over the internet by following the
instructions in the enclosed materials. You will be prompted to enter
the control number on the enclosed proxy ballot. Follow the
instructions on the screen, using your proxy ballot as a guide.

o Telephone Voting. You also may vote by telephone. Please have the
proxy ballot in hand and call the number on the enclosed materials and
follow the instructions. After you provide your voting instructions,
those instructions will be read back to you and you must confirm your
voting instructions before ending the telephone call. The voting
procedures used in connection with telephone voting are designed to
reasonably authenticate the identity of shareholders, to permit
shareholders to authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions have been
properly recorded.

As the Meeting date approaches, certain shareholders may receive
telephone calls from a representative of the solicitation firm (if
applicable) if their vote has not yet been received. Authorization to
permit the solicitation firm to execute proxies may be obtained by
telephonic instructions from shareholders of the Fund. Proxies that
are obtained telephonically will be recorded in accordance with the
procedures discussed herein. These procedures have been designed to
reasonably ensure that the identity of the shareholder providing voting
instructions is accurately determined and that the voting instructions
of the shareholder are accurately recorded.

In all cases where a telephonic proxy is solicited, the solicitation
firm representative is required to ask for each shareholder's full
name, address, title (if the shareholder is authorized to act on behalf
of an entity, such as a corporation) and to confirm that the
shareholder has received the Proxy Statement and ballot. If the
information solicited agrees with the information provided to the
solicitation firm, the solicitation firm representative has the
responsibility to explain the process, read the proposal listed on the
proxy ballot, and ask for the shareholder's instructions on such
proposal. The solicitation firm representative, although he or she is
permitted to answer questions about the process, is not permitted to
recommend to the shareholder how to vote. The solicitation firm
representative may read any recommendation set forth in the Proxy
Statement. The solicitation firm representative will record the
shareholder's instructions. Within 72 hours, the shareholder will be
sent a confirmation of his or her vote asking the shareholder to call
the solicitation firm immediately if his or her instructions are not
correctly reflected in the confirmation. For additional information,
see also the section below titled "Solicitation of Proxies".

Who is entitled to vote and how are votes counted?

Shareholders of record of the Fund at the close of business on April
10, 2007 (the "Record Date") will be entitled to vote at the Meeting. On
April 10, 2007, there were [ ] outstanding shares of the Fund, consisting
of [ ], Class A shares, [ ] Class B shares, [ ] Class C shares [ ] and
Class N shares. Each shareholder will be entitled to one vote for each full
share, and a fractional vote for each fractional share of the Fund held on
the Record Date.

The individuals named as proxies on the proxy ballots (or their
substitutes) will vote according to your directions if your proxy ballot is
received and properly executed, or in accordance with the instructions you
provide if you vote by telephone, internet or mail. You may direct the proxy
holders to vote your shares by checking the appropriate box as follows:

o For Proposal 1 (Election of Directors), "FOR ALL"; "WITHOLD AUTHORITY
FOR ALL"; or "FOR ALL EXCEPT", in which case you must identify the
Director nominees for which you are withholding authority.

o For Proposal 2 (Change in Investment Objective), "FOR" or "AGAINST or
instruct them not to vote those shares on the proposal by checking
the "ABSTAIN" box.

Quorum and Required Vote

For Proposal 1 (Election of Directors), the presence in person or by
proxy of the holders of record of a majority of the Fund's total shares
outstanding and entitled to vote constitute a quorum at the Meeting. Persons
nominated as Directors must receive a majority of the votes cast at the
Meeting. For Proposal 2 (Change in Investment Objective), the presence in
person or by proxy of a majority (as that term is defined in the Investment
Company Act) of the Fund's shares outstanding and entitled to vote
constitutes a quorum at the Meeting. The affirmative vote of the holders of
a majority of the shares of the Fund outstanding and entitled to vote is
necessary to approve Proposal 2. Under the Investment Company Act, such a
"majority" vote is defined as the vote of the holders of the lesser of (1)
67% or more of the shares present or represented by proxy at a shareholder
meeting, if the holders of more than 50% of the outstanding shares are
present or represented by proxy, or (2) more than 50% of the outstanding
shares. Shares whose proxies reflect an abstention on Proposal 2 are counted
as shares present and entitled to vote for purposes of determining whether
the required quorum of shares exists for Proposal 2. However, abstentions
will have the same effect as a vote "against" Proposal 2.

In absence of a quorum or if a quorum is present but sufficient votes
to approve the Proposal are not received by the date of the Meeting, the
persons named in the enclosed proxy (or their substitutes) may propose and
approve one or more adjournments of the Meeting to permit further
solicitation of proxies. All such adjournments will require the affirmative
vote of a majority of the shares present in person or by proxy at the session
of the Meeting to be adjourned. The persons named as proxies on the proxy
ballots (or their substitutes) will vote the Shares present in person or by
proxy (including broker non-votes and abstentions) in favor of such an
adjournment if they determine additional solicitation is warranted and in the
interests of the Fund's shareholders.

Solicitation of Proxies

The cost of preparing, printing and mailing the proxy ballot, notice of
meeting, and this Proxy Statement and all other costs incurred with the
solicitation of proxies, including any additional solicitation by letter,
telephone or otherwise, will be borne by the Fund.

Broker-dealer firms, banks, custodians, nominees and other fiduciaries
may be required to forward soliciting material to the beneficial owners of
the shares of record on behalf of the Fund and to obtain authorization for
the execution of proxies. For those services, they will be reimbursed by the
Fund for their reasonable expenses incurred in connection with the proxy
solicitation to the extent the Fund would have directly borne those expenses.

In addition to solicitations by mail, solicitations may be conducted by
telephone or email including by a hired proxy solicitation firm, the cost of
which will be borne by the Fund.

If a proxy solicitation firm is hired, it is anticipated that the cost
to the Fund of engaging a proxy solicitation firm would not exceed $41,700,
plus the additional costs which would be incurred in connection with
contacting those shareholders who have not voted, in the event of a need for
re-solicitation of votes. Currently, if the Manager determines to retain the
services of a proxy solicitation firm on behalf of the Fund, the Manager
anticipates retaining The Altman Group, Inc. Any proxy solicitation firm
engaged by the Fund, among other things, will be: (i) required to maintain
the confidentiality of all shareholder information; (ii) prohibited from
selling or otherwise disclosing shareholder information to any third party;
and (iii) required to comply with applicable telemarketing laws.

o Voting By Broker-Dealers. Shares owned of record by a broker-dealer
for the benefit of its customers ("street account shares") will be
voted by the broker-dealer based on
instructions received from its customers.

For Proposal 1 (Election of Directors), if no instructions are
received, the broker-dealer may (if permitted by applicable stock
exchange rules) give or authorize the giving of a proxy, as record
holder of such shares, to vote such shares in connection with the
proposals. Beneficial owners of street account shares cannot vote at
the Meeting. Only record owners may vote at the Meeting.

For Proposal 2 (Change in Investment Objective), if no instructions are
received, the broker-dealer does not have discretionary power ("broker
non-vote") to vote such street account shares on Proposal 2 under
applicable stock exchange rules. This "broker non-vote" occurs when a
proxy is received from a broker and the broker does not have
discretionary authority to vote the shares on that matter. Broker
non-votes will not be counted as present or entitled to vote for
purposes of determining a quorum and will not be counted as votes "FOR"
or "AGAINST" Proposal 2. Beneficial owners of street account shares
cannot vote at the Meeting. Only record owners may vote at the Meeting.

o Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans.
Shares held in OppenheimerFunds-sponsored retirement accounts for which
votes are not received as of the last business day before the Meeting
Date, will be voted by the trustee for such accounts in the same
proportion as shares for which voting instructions from the Fund's
other shareholders have been timely received.

Revoking a Proxy

You may revoke a previously granted proxy at any time before it is
exercised by: (1) delivering a written notice to the Fund expressly revoking
your proxy, (2) signing and sending to the Fund a later-dated proxy, (3)
telephone or internet or (4) attending the Meeting and casting your votes in
person if you are a record owner. Please be advised that the deadline for
revoking your proxy by telephone or the internet is 3:00 p.m., Eastern Time,
on the last business day before the Meeting.

What other matters will be voted upon at the Meeting?

The Board of Directors of the Fund does not intend to bring any matters
before the Meeting other than those described in this Proxy Statement.
Neither the Board nor the Manager is aware of any other matters to be brought
before the Meeting by others. Matters not known at the time of the
solicitation may come before the Meeting. The proxy as solicited confers
discretionary authority with respect to such matters that might properly come
before the Meeting, including any adjournment or adjournments thereof, and it
is the intention of the persons named as attorneys-in-fact in the proxy (or
their substitutes) to vote the proxy in accordance with their judgment on
such matters.

o Shareholder Proposals. The Fund is not required and does not intend to
hold shareholder meetings on a regular basis. Special meetings of
shareholders may be called from time to time by either the Fund or the
shareholders (for certain matters and under special conditions
described in the Fund's Statement of Additional Information). Under
the proxy rules of the SEC, shareholder proposals that meet certain
conditions may be included in a fund's proxy statement for a particular
meeting. Those rules currently require that for future meetings, the
shareholder must be a record or beneficial owner of Fund shares either
(i) with a value of at least $2,000 or (ii) in an amount representing
at least 1% of the Fund's securities to be voted, at the time the
proposal is submitted and for one year prior thereto, and must continue
to own such shares through the date on which the meeting is held.
Another requirement relates to the timely receipt by the Fund of any
such proposal. Under those rules, a proposal must have been submitted a
reasonable time before the Fund began to print and mail this Proxy
Statement in order to be included in this Proxy Statement. A proposal
submitted for inclusion in the Fund's proxy material for the next
special meeting after the meeting to which this Proxy Statement relates
must be received by the Fund a reasonable time before the Fund begins
to print and mail the proxy materials for that meeting. Notice of
shareholder proposals to be presented at the Meeting must have been
received within a reasonable time before the Fund began to mail this
Proxy Statement. The fact that the Fund receives a proposal from a
qualified shareholder in a timely manner does not ensure its inclusion
in the proxy materials because there are other requirements under the
proxy rules for such inclusion.

o Shareholder Communications to the Board. Shareholders who desire to
communicate generally with the Board should address their
correspondence to the Board of Directors of the Fund and may submit
their correspondence by mail to the Fund at 6803 South Tucson Way,
Centennial, CO 80112, attention Secretary of the Fund; and if the
correspondence is intended for a particular Director, the shareholder
should so indicate.

By Order of the Board of Directors,

Robert G. Zack, Secretary
April 30, 2007

PROXY CARD
[GRAPHIC OMITTED][GRAPHIC OMITTED]

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. SM
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2007

The undersigned, revoking prior proxies, hereby appoints Brian Wixted, Brian
Szilagyi, and Kathleen Ives, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to vote shares
held in the name of the undersigned on the record date at the Special
Meeting of Shareholders of Oppenheimer Quest Value Fund, Inc. (the "Fund")
to be held at 6803 South Tucson Way, Centennial, Colorado, 80112, on June
29, 2007, at 1:30 P.M. Mountain Time, or at any adjournment thereof, upon the
proposals described in the Notice of Meeting and Proxy Statement, which have
been received by the undersigned.

This proxy is solicited on behalf of the Fund's Board of Directors, and the
proposals (set forth on the reverse side of this proxy card) have been
proposed by the Board of Directors.

When properly executed, this proxy will be voted as indicated on the reverse
side or "FOR" the proposals if no choice is indicated. The proxy will be
voted in accordance with the proxy holders' best judgment as to any other
matters that may arise at the Meeting.
Note: Please sign this
proxy exactly as your name
or names appear hereon.
Each joint owner should
sign. Trustees and other
fiduciaries should indicate
the capacity in which they
sign. If a corporation,
partnership or other
entity, this signature
should be that of a duly
authorized individual who
should state his or her
title.

_________________________________
Signature Date

_________________________________
Signature (if held jointly) Date

_________________________________
Title if a corporation,
partnership or other entity

FOLD HERE

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE
ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU
AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND
CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED BELOW.

Three simple methods to vote your proxy:

1. Internet: Log on to www.myproxyonline.com. Make sure to Control Number:
have this proxy card available when you plan to
vote your shares. You will need the control
number and check digit found in the box at the

right at the time you execute your vote.
2. Touchtone Simply dial toll-free 1-866-458-9856 and follow Check Digit:
Phone: the automated instructions. Please have this
proxy card available at the time of the call.

3. Mail: Simply sign, date, and complete the reverse
side of this proxy card and return it in the
postage paid envelope provided.

TAGID: "TAG ID"
CUSIP: "CUSIP"

PROXY CARD

OPPENHEIMER QUEST VALUE FUND, INC. SM
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2007

TO VOTE, MARK ONE BOX IN BLUE OR BLACK INK. Example: [ ]

PROPOSALS:

1. Election of Directors
1 Thomas W. Courtney 5 Brian F. Wruble
2 David K. Downes 6 John V. Murphy
3 Robert G. Galli
4 Lacy B. Herrmann

FOR ALL WITHOLD ALL FOR ALL EXCEPT
[ ] [ ] [ ]

If you wish to withhold authority to vote your shares
for a particular nominee, mark the "FOR ALL EXCEPT" box
and write the nominee's number(s) on the line provided
below. Your shares will be voted "FOR" any remaining nominee(s).

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

2. Proposal to change the Fund's investment objective from "The Fund
seeks capital appreciation" to "The Fund seeks total return".

FOR AGAINST ABSTAIN
[ ] [ ] [ ]