QUEST CAPITAL VALUE FUND PROXY FILING

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q3rrSavSXNjf2jMTsJUh8kZUKvwNvCWcIRyIw+5qJo/2CgNrdYRCzoD77tohAtsB JeJI1w9kgbMYYUYtiF61ZA== 0000728889-07-000364.txt : 20070424 0000728889-07-000364.hdr.sgml : 20070424 20070424170723 ACCESSION NUMBER: 0000728889-07-000364 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070424 DATE AS OF CHANGE: 20070424 EFFECTIVENESS DATE: 20070424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER QUEST CAPITAL VALUE FUND INC CENTRAL INDEX KEY: 0000799029 IRS NUMBER: 132527171 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04797 FILM NUMBER: 07785181 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: QUEST FOR VALUE DUAL PURPOSE FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: QFV DUAL PURPOSE FUND INC DATE OF NAME CHANGE: 19870111

0000799029 S000008498 OPPENHEIMER QUEST CAPITAL VALUE FUND INC

C000023330 A

C000023331 B

C000031353 C

C000031354 N

DEF 14A 1 questcapvaluedef14a042407.htm OPPENHEIMER QUEST CAPITAL VALUE FUND PROXY FILING QUEST CAPITAL VALUE FUND 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:

[ ] Preliminary Proxy Statement

[ X ] 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, at 1:30 P.M. Mountain
time, for you to decide upon some important proposals for the Fund. Your ballot
card, a meeting notice, and a detailed proxy statement 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,

/s/ John V. Murphy

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 the annual report 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 two-thirds 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. 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 resulting from 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 overall effective advisory fee schedule
would be revised, resulting in a lower advisory fee rate paid by the Fund.

The Fund currently invests in common stocks, across different
capitalization ranges, that the portfolio manager believes are undervalued in
the marketplace. OppenheimerFunds, Inc., the Fund's investment manager (the
"Manager"), manages other value-oriented funds. The Manager believes that, under
the Fund's current investment focus, the opportunity to grow Fund assets is
limited because investors and firms that sell the Fund's shares may overlook the
Fund in favor of the 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 the Manager would assume responsibility for the
day-to-day 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 two-thirds 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 John V. 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 considered a number of factors, including each
Nominee's knowledge, background, and experience. Please refer to "The Audit
Committee of the Board of Directors", below, for more information on the
selection of Nominees by the Audit Committee.

The following Directors are proposed to be elected by shareholders:

- -------------------------------------------------------------------------------------------------------------------------------------
Independent Directors
- -------------------------------------------------------------------------------------------------------------------------------------
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
Name, Position(s) Held Principal Occupation(s) During the Past 5 Years; Other Dollar Range of Aggregate Dollar Range
with the Fund, Length of Trusteeships/Directorships Held; Number of Portfolios Shares Beneficially of Shares Beneficially
Service, Age in the Fund Complex Currently Overseen Owned in the Fund Owned in Supervised Funds
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
- ---------------------------- --------------------------------------------------------- ----------------------------------------------
As of December 31, 2006
- ---------------------------- --------------------------------------------------------- ----------------------------------------------
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
Thomas W. Courtney, Principal of Courtney Associates, Inc. (venture capital None $50,001-$100,000
Chairman of the Board of firm) (since 1982); General Partner of Trivest Venture
Directors since 2001, Fund (private venture capital fund); President of
Director since 1985 Investment Counseling Federated Investors, Inc.
Age: 73 (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.
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
David K. Downes, President, Chief Executive Officer and Board Member of $10,001-$50,000 Over $100,000
Director since 2005 CRAFund Advisors, Inc. (investment management company)
Age: 67 (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.
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
Robert G. Galli, A director or trustee of other Oppenheimer funds. None Over $100,000
Director since 1998 Oversees 62 portfolios in the OppenheimerFunds complex.*
Age: 73
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
Lacy B. Herrmann, Founder and Chairman Emeritus of Aquila Group of Funds None $10,001-$50,000
Director since 1984 (open-end investment company) (since December 2004);
Age: 77 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.
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
Brian F. Wruble, General Partner of Odyssey Partners, L.P. (hedge fund) None Over $100,000
Director since 2001 (since September 1995); Director of Special Value
Age: 63 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.*
- ---------------------------- --------------------------------------------------------- --------------------- ------------------------
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
Interested Director and Officer
- ------------------------------------------------------------------------------------------------------------------------------------
- --------------------------- ----------------------------------------------------------------- ----------------- --------------------
Name, Position(s) Held Principal Occupation(s) During the Past 5 Years; Other Dollar Range of Aggregate Dollar
Shares Range Of Shares
Beneficially Beneficially Owned
with Fund, Length of Trusteeships/Directorships Held; Number of Portfolios in the Owned in in Supervised
Service, Age Fund Complex Currently Overseen the Fund Funds
- --------------------------- ----------------------------------------------------------------- ----------------- --------------------
- --------------------------- ----------------------------------------------------------------- --------------------------------------
As of December 31, 2006
- --------------------------- ----------------------------------------------------------------- --------------------------------------
- --------------------------- ----------------------------------------------------------------- ----------------- --------------------
John V. Murphy, Chairman, Chief Executive Officer and Director of the Manager None Over $100,000
Director since 2001 and (since June 2001); President of the Manager (September
President and Principal 2000-March 2007); President and director or trustee of other
Executive Officer since Oppenheimer funds; President and Director of Oppenheimer
2005 Acquisition Corp. ("OAC") (the Manager's parent holding
Age: 57 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.
- --------------------------- ----------------------------------------------------------------- ----------------- --------------------

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 Directors and
as Committee members (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.

- ------------------------------------ --------------------- ------------------- ----------------------- -------------------------
Aggregate Retirement Total Compensation From
Director Name and Other Fund Benefits Accrued Estimated Annual
Position(s) Compensation From as Part of Fund Benefits Upon the Fund and Fund
(as applicable) the Fund(1) Expenses Retirement(2) Complex (3)
- ------------------------------------ --------------------- ------------------- ----------------------- -------------------------
- ------------------------------------ ----------------------------------------- ----------------------- -------------------------
Fiscal year ended October 31, 2006 Year ended December 31,
2006
- ------------------------------------ ----------------------------------------- ----------------------- -------------------------
- ------------------------------------ --------------------- ------------------- ----------------------- -------------------------
Thomas W. Courtney $2,980 $6,951 $100,284 $196,500(4)
Chairman of the Board and Audit
Committee Member
- ------------------------------------ --------------------- ------------------- ----------------------- -------------------------
- ------------------------------------ --------------------- ------------------- ----------------------- -------------------------
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
- ------------------------------------ --------------------- ------------------- ----------------------- -------------------------
- ------------------------------------ --------------------- ------------------- ----------------------- -------------------------
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
- ------------------------------------ --------------------- ------------------- ----------------------- -------------------------

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 in 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 in 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 with Fund, Principal Occupation(s) During Past 5 Years
Length of Service, Age
- ----------------------------------- ------------------------------------------------------------------------------------------------
- ----------------------------------- ------------------------------------------------------------------------------------------------
Mark S. Vandehey, Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Vice
Vice President and Chief President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and
Compliance Officer since 2004 Shareholder Services, Inc. (since June 1983). Former Vice President and Director of Internal
Age: 56 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 1999); Treasurer of the
Treasurer and Principal Financial following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc.,
& Accounting Officer since 1999 Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, and Oppenheimer
Age: 47 Partnership Holdings, Inc. (since March 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). An officer of 99 portfolios in the OppenheimerFunds
complex.
- ----------------------------------- ------------------------------------------------------------------------------------------------
- ----------------------------------- ------------------------------------------------------------------------------------------------
Brian Petersen, Vice President of the Manager (since February 2007); Assistant Vice President of the Manager
Assistant Treasurer since 2004 (August 2002-February 2007); 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); Director of Financial Reporting and
Assistant Treasurer since 2006 Compliance of First Data Corporation (April 2003-July 2004); Manager of Compliance of Berger
Age: 36 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 Counsel (since March 2002) of the
Secretary since 2001 Manager; General Counsel and Director of the Distributor (since December 2001); General
Age: 58 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 (since October
Assistant Secretary since 2001 2003) of the Manager; Vice President (since 1999) and Assistant Secretary (since October 2003)
Age: 41 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 2004); First Vice President
Assistant Secretary since 2004 (April 2001-April 2004), Associate 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 (since September 2004); Mr.
Assistant Secretary since 2004 Gillespie held the following 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 Fund invests in common stocks, across different capitalization ranges,
that the portfolio manager believes are undervalued in the marketplace. The
Manager currently manages other value-oriented funds. The Manager believes that,
under the Fund's current investment focus, the opportunity to grow Fund 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, across different capitalization ranges, that the
portfolio manager believes are undervalued in the marketplace. If shareholders
approve the proposed change to the Fund's investment objective, the Fund would
continue to invest in value stocks across different capitalization ranges, but
would typically focus on larger-capitalization stocks. In addition, 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 Strategies Proposed Principal Investment Strategies
- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------

The Fund invests mainly in common stocks of U.S. The Fund invests mainly in common stocks of U.S.
issuers that the portfolio manager believes are issuers that the portfolio manager believes are
undervalued in the marketplace. The Fund may invest undervalued in the marketplace. The Fund may
in other equity securities, such as preferred stocks, invest in other equity securities, such as
warrants and debt securities convertible into common preferred stocks, warrants and debt securities
stocks. convertible into common stocks. The Fund may
invest in equity securities issued by companies of
In selecting securities for the Fund, the Fund's different capitalization ranges, but will typically
portfolio manager uses a "value" approach to focus on larger capitalization stocks.
investing. The portfolio manager searches for
securities of companies believed to be undervalued in In selecting securities for the Fund, the portfolio
the marketplace, in relation to factors such as a manager mainly relies on a value-oriented investing
company's assets, earnings, growth potential and cash style for equity securities. Value investing
flows. This process and the inter-relationship of focuses on companies that may be currently out of
the factors used may change over time and its favor in the market, or on opportunities in
implementation may vary in particular cases. cyclical industries. The portfolio manager looks
Currently, the selection process includes the for stocks trading at lower prices relative to the
following techniques: market and what is believed to be their real worth.
o A "bottom up" analytical approach using Value investors hope to realize appreciation as
fundamental research to evaluate particular other investors recognize the security's intrinsic
issuers before considering industry trends, value and the stock price rises as a result.
evaluating each issuer's characteristics,
financial results and management. The portfolio manager generally uses a fundamental
o A search for securities of companies approach to analyzing issuers (for example,
believed to be undervalued and having a high price/earnings ratios and current balance sheet
return on capital, strong management information), to select stocks he thinks are
committed to shareholder value, and positive undervalued. While this process and the factors
cash flows. used may change over time and its implementation
o Ongoing monitoring of issuers for may vary in particular cases, the portfolio manager
fundamental changes in the company that typically searches for:
might alter the portfolio manager's initial o stocks that have high current income and
expectations about the security and might are believed to have substantial earnings
result in a 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's risk profile would not change significantly and the Fund would continue
to be subject to the risks of investing in stocks and foreign securities, among
the other enumerated risks, that are associated with its current investment
strategies. With dividends becoming an important investment criterion, however,
the Fund's performance during a broad market advance may suffer because dividend
paying stocks may not experience the same capital appreciation as non-dividend
paying stocks. In addition, dividend-paying companies may reduce or stop paying
dividends, which could reduce the Fund's returns.

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 the Manager. With the
Fund's shift to an equity income investment style, the Manager 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 pays the Manager an advisory fee at
an annual rate that declines as the Fund's net assets hit specified thresholds
or "breakpoints." For example, as indicated in the first two entries in the
table below, the Fund currently pays an advisory fee of 0.85% fee on the first
$400 million of its net assets and 0.80% on the next $400 million of net assets.
It is proposed that 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 effective 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.

If your shares are not held in a tax-deferred retirement account, you
should be aware of the tax implications of dividend payments and other
distributions. Distributions are subject to federal income tax and may be
subject to state or local taxes. Dividends paid from short-term capital gains
and net investment income are taxable as ordinary income. Long-term capital
gains are taxable as long-term capital gains when distributed to shareholders.
It does not matter how long you have held your shares. Whether you reinvest your
distributions in additional shares or take them in cash, the tax treatment is
the same. In certain cases, distributions made by the Fund would be considered a
non-taxable return of capital to shareholders. If that occurs, it would be
identified in notices to shareholders.

Generally, dividends received from domestic corporations and from certain
foreign corporations whose stock is readily traded on an established securities
market in the United States or which are domiciled in countries on a list
established by the Internal Revenue Service ("IRS"), and subject to other IRS
guidelines, may be "qualified dividends" when paid to investors. Absent further
legislation, the reduced maximum tax rate on qualified dividend income and
long-term capital gains will cease to apply to taxable years beginning after
December 31, 2010. To the extent that dividends paid by the Fund do not meet the
requirements for qualified dividend treatment, the Fund's investment in dividend
paying stocks could increase a shareholder's federal income tax liability.

This information is only a summary of certain federal income tax
information. You should consult with your tax advisor about how an investment in
the Fund might affect your particular tax situation.

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 18,560,895.695
shares outstanding, consisting of 12,751,613.152 Class A; 2,904,664.056 Class B;
2,220,430.465 Class C; and 684,188.022 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, no shareholders owned of record, or beneficially owned,
5% or more of any class of the outstanding voting shares of the Fund, except as
follows:

Class A Shares
---------------------------------------------------------------- --------------------------------
Fidelity Investments Shares: 896,912.171
Institutional Operations Percent of Class: 7.03%
Certain Employee Benefit Plans
100 Magellan Way # kw1c
Covington, KY 41015-1987
---------------------------------------------------------------- --------------------------------

Class C Shares
---------------------------------------------------------------- --------------------------------
Merrill Lynch Pierce Fenner and Smith for the sole benefit of Shares: 154,922.588
its customers Percent of Class: 6.97%
Attn: Fund Administration
4800 Deer Lake Drive East, Fl. 3
Jacksonville, FL 32246-6484
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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 the next available semi-annual
report by writing the Fund at the address above, 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 a 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 18,560,895.695 outstanding shares of the Fund, consisting of
12,751,613.152 Class A; 2,904,664.056 Class B; 2,220,430.465 Class C; and
684,188.022 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 Fund's total shares outstanding and
entitled to vote 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 the 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
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
[ ] [ ] [ ]

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