UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX

         ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY



Investment Company Act file number:                  811-04797

Exact name of registrant as specified in charter:    Oppenheimer Equity Income
                                                     Fund, Inc.

Address of principal executive offices:              6803 South Tucson Way
                                                     Centennial, CO 80112-3924

Name and address of agent for service:               Robert G. Zack,
                                                     Executive Vice President &
                                                     General Counsel
                                                     OppenheimerFunds, Inc.
                                                     Two World Financial Center
                                                     225 Liberty Street
                                                     New York, NY 10281-1008

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

Date of fiscal year end:                             10/31

Date of reporting period:                            07/01/2009-06/30/2010

Item 1. Proxy Voting Record


====================== OPPENHEIMER EQUITY INCOME FUND, INC. ====================

Abbott Laboratories

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 23, 2010   Meeting Type: Annual
Record Date:  FEB 24, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.J. Alpern                For       For        Management
1.2   Elect Director R.S. Austin                For       For        Management
1.3   Elect Director W.M. Daley                 For       Withhold   Management
1.4   Elect Director W.J. Farrell               For       Withhold   Management
1.5   Elect Director H.L. Fuller                For       Withhold   Management
1.6   Elect Director W.A. Osborn                For       Withhold   Management
1.7   Elect Director D.A.L. Owen                For       For        Management
1.8   Elect Director R.S. Roberts               For       For        Management
1.9   Elect Director S.C. Scott, III            For       For        Management
1.10  Elect Director W.D. Smithburg             For       Withhold   Management
1.11  Elect Director G.F. Tilton                For       For        Management
1.12  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
4     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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ACE Limited

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Robert Hernandez as Director        For       For        Management
1.2   Elect Peter Menikoff as Director          For       For        Management
1.3   Elect Robert Ripp as Director             For       For        Management
1.4   Elect Theodore Shasta as Director         For       For        Management
2     Amend Articles Re: Treatment of           For       For        Management
      Abstentions and Broker Non-Votes
3.1   Approve Annual Report                     For       For        Management
3.2   Accept Statutory Financial Statements     For       For        Management
3.3   Accept Consolidated Financial Statements  For       For        Management
4     Approve Allocation of Income and Omission For       For        Management
      of Dividends
5     Approve Discharge of Board and Senior     For       For        Management
      Management
6     Approve Creation of CHF 4.4 Billion Pool  For       For        Management
      of Capital without Preemptive Rights
7.1   Ratify PricewaterhouseCoopers AG as       For       For        Management
      Auditors
7.2   Ratify PricewaterhouseCoopers LLC as      For       For        Management
      Independent Registered Public Accounting
      Firm
7.3   Ratify BDO AG as Special Auditors         For       For        Management
8     Amend 2004 Long-Term Incentive Plan       For       Against    Management
9     Approve Reduction in Share Capital and    For       For        Management
      Capital Repayment of $1.32 per Share


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Allegheny Energy, Inc.

Ticker:       AYE            Security ID:  017361106
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Furlong Baldwin            For       For        Management
1.2   Elect Director Eleanor Baum               For       For        Management
1.3   Elect Director Paul J. Evanson            For       For        Management
1.4   Elect Director Cyrus F. Freidheim, Jr     For       For        Management
1.5   Elect Director Julia L. Johnson           For       For        Management
1.6   Elect Director Ted J. Kleisner            For       For        Management
1.7   Elect Director Christopher D. Pappas      For       For        Management
1.8   Elect Director Steven H. Rice             For       For        Management
1.9   Elect Director Gunnar E. Sarsten          For       For        Management
1.10  Elect Director Michael H. Sutton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require Independent Board Chairman        Against   For        Shareholder


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Altria Group, Inc.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Elizabeth E. Bailey        For       For        Management
2     Elect Director Gerald L. Baliles          For       For        Management
3     Elect Director John T. Casteen III        For       For        Management
4     Elect Director Dinyar S. Devitre          For       For        Management
5     Elect Director Thomas F. Farrell II       For       For        Management
6     Elect Director Robert E. R. Huntley       For       For        Management
7     Elect Director Thomas W. Jones            For       For        Management
8     Elect Director George Munoz               For       For        Management
9     Elect Director Nabil Y. Sakkab            For       For        Management
10    Elect Director Michael E. Szymanczyk      For       For        Management
11    Approve Omnibus Stock Plan                For       For        Management
12    Ratify Auditors                           For       For        Management
13    Report on Effect of Marketing Practices   Against   Against    Shareholder
      on the Poor
14    Adopt Human Rights Protocols for Company  Against   For        Shareholder
      and Suppliers


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Apollo Commercial Real Estate Finance, Inc.

Ticker:       ARI            Security ID:  03762U105
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph F. Azrack           For       For        Management
1.2   Elect Director Henry R. Silverman         For       For        Management
1.3   Elect Director Eric L. Press              For       For        Management
1.4   Elect Director Marc Beilinson             For       For        Management
1.5   Elect Director Douglas D. Abbey           For       For        Management
1.6   Elect Director Michael Salvati            For       For        Management
1.7   Elect Director Alice Connell              For       For        Management
2     Ratify Auditors                           For       For        Management


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Applied Materials, Inc.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 9, 2010    Meeting Type: Annual
Record Date:  JAN 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael R. Splinter        For       For        Management
1.2   Elect Director Aart J. de Geus            For       For        Management
1.3   Elect Director Stephen R. Forrest         For       For        Management
1.4   Elect Director Thomas J. Iannotti         For       For        Management
1.5   Elect Director Susan M. James             For       For        Management
1.6   Elect Director Alexander A. Karsner       For       For        Management
1.7   Elect Director Gerhard H. Parker          For       For        Management
1.8   Elect Director Dennis D. Powell           For       For        Management
1.9   Elect Director Willem P. Roelandts        For       For        Management
1.10  Elect Director James E. Rogers            For       Withhold   Management
1.11  Elect Director Robert H. Swan             For       For        Management
2     Ratify Auditors                           For       For        Management


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Assurant, Inc.

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard L. Carver           For       For        Management
1.2   Elect Director Juan N. Cento              For       For        Management
1.3   Elect Director Allen R. Freedman          For       For        Management
1.4   Elect Director Elaine D. Rosen            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Declassify the Board of Directors         For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management


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AT&T Inc.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Randall L. Stephenson      For       For        Management
2     Elect Director Gilbert F. Amelio          For       For        Management
3     Elect Director Reuben V. Anderson         For       For        Management
4     Elect Director James H. Blanchard         For       For        Management
5     Elect Director Jaime Chico Pardo          For       For        Management
6     Elect Director James P. Kelly             For       For        Management
7     Elect Director Jon C. Madonna             For       For        Management
8     Elect Director Lynn M. Martin             For       For        Management
9     Elect Director John B. McCoy              For       For        Management
10    Elect Director Joyce M. Roche             For       For        Management
11    Elect Director Laura D Andrea Tyson       For       For        Management
12    Elect Director Patricia P. Upton          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Provide for Cumulative Voting             Against   Against    Shareholder
15    Exclude Pension Credits from Calculations Against   For        Shareholder
      of Performance-Based Pay
16    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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B&G Foods, Inc.

Ticker:       BGS            Security ID:  05508R106
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert C. Cantwell         For       For        Management
1.2   Elect Director James R. Chambers          For       For        Management
1.3   Elect Director Cynthia T. Jamison         For       For        Management
1.4   Elect Director Dennis M. Mullen           For       For        Management
1.5   Elect Director Alfred Poe                 For       For        Management
1.6   Elect Director Stephen C. Sherrill        For       For        Management
1.7   Elect Director David L. Wenner            For       For        Management
2     Eliminate Class of Common Stock           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management
5     Ratify Auditors                           For       For        Management


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Bank of America Corp.

Ticker:       BAC            Security ID:  060505104
Meeting Date: FEB 23, 2010   Meeting Type: Special
Record Date:  JAN 7, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Adjourn Meeting                           For       For        Management


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Bank of America Corporation

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 3, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Susan S. Bies              For       For        Management
2     Elect Director William P. Boardman        For       For        Management
3     Elect Director Frank P. Bramble, Sr.      For       For        Management
4     Elect Director Virgis W. Colbert          For       For        Management
5     Elect Director Charles K. Gifford         For       For        Management
6     Elect Director Charles O. Holliday, Jr.   For       For        Management
7     Elect Director D. Paul Jones, Jr.         For       For        Management
8     Elect Director Monica C. Lozano           For       For        Management
9     Elect Director Thomas J. May              For       For        Management
10    Elect Director Brian T. Moynihan          For       For        Management
11    Elect Director Donald E. Powell           For       For        Management
12    Elect Director Charles O. Rossotti        For       For        Management
13    Elect Director Robert W. Scully           For       For        Management
14    Ratify Auditors                           For       For        Management
15    Increase Authorized Common Stock          For       For        Management
16    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
17    Amend Omnibus Stock Plan                  For       For        Management
18    Report on Government Service of Employees Against   Abstain    Shareholder
19    TARP Related Compensation                 Against   For        Shareholder
20    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
21    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
22    Adopt Policy on Succession Planning       Against   For        Shareholder
23    Report on Collateral in Derivatives       Against   For        Shareholder
      Trading
24    Claw-back of Payments under Restatements  Against   For        Shareholder


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Biovail Corporation

Ticker:       BVF            Security ID:  09067J109
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Douglas J.P. Squires as Director    For       For        Management
1.2   Elect J. Spencer Lanthier as Director     For       For        Management
1.3   Elect Serge Gouin as Director             For       For        Management
1.4   Elect David H. Laidley as Director        For       For        Management
1.5   Elect Mark Parrish as Director            For       For        Management
1.6   Elect Laurence E. Paul as Director        For       For        Management
1.7   Elect Robert N. Power as Director         For       For        Management
1.8   Elect Frank Potter as Director            For       For        Management
1.9   Elect Lloyd M. Segal as Director          For       For        Management
1.10  Elect Louis R. Tull as Director           For       For        Management
1.11  Elect Michael R. Van Every as Director    For       For        Management
1.12  Elect William M. Wells as Director        For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration


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BJ Services Company

Ticker:       BJS            Security ID:  055482103
Meeting Date: MAR 31, 2010   Meeting Type: Special
Record Date:  FEB 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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Bristol-Myers Squibb Company

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lamberto Andreotti         For       For        Management
2     Elect Director Lewis B. Campbell          For       For        Management
3     Elect Director James M. Cornelius         For       For        Management
4     Elect Director Louis J. Freeh             For       For        Management
5     Elect Director Laurie H. Glimcher, M.D    For       For        Management
6     Elect Director Michael Grobstein          For       For        Management
7     Elect Director Leif Johansson             For       For        Management
8     Elect Director Alan J. Lacy               For       For        Management
9     Elect Director Vicki L. Sato, Ph.D.       For       For        Management
10    Elect Director Togo D. West, Jr.          For       For        Management
11    Elect Director R. Sanders Williams, M.D.  For       For        Management
12    Ratify Auditors                           For       For        Management
13    Provide Right to Call Special Meeting     For       For        Management
14    Reduce Supermajority Vote Requirements    For       For        Management
      Applicable to Common Stock
15    Reduce Supermajority Vote Requirement     For       For        Management
      Applicable to Preferred Stock
16    Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
17    Provide Right to Act by Written Consent   Against   For        Shareholder
18    Report and Set Goals Related to Animal    Against   Abstain    Shareholder
      Use and Testing


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Cablevision Systems Corporation

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Zachary W. Carter          For       For        Management
1.2   Elect Director Thomas V. Reifenheiser     For       Withhold   Management
1.3   Elect Director John R. Ryan               For       Withhold   Management
1.4   Elect Director Vincent Tese               For       Withhold   Management
1.5   Elect Director Leonard Tow                For       For        Management
2     Ratify Auditors                           For       For        Management


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Celanese Corporation

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 24, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David N. Weidman           For       For        Management
2     Elect Director Mark C. Rohr               For       For        Management
3     Elect Director Farah M. Walters           For       For        Management
4     Ratify Auditors                           For       For        Management


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CenterPoint Energy, Inc.

Ticker:       CNP            Security ID:  15189T107
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Donald R. Campbell         For       For        Management
2     Elect Director Milton Carroll             For       For        Management
3     Elect Director Derrill Cody               For       For        Management
4     Elect Director Michael P. Johnson         For       For        Management
5     Elect Director David M. McClanahan        For       For        Management
6     Elect Director Robert T. O Connell        For       For        Management
7     Elect Director Susan O. Rheney            For       For        Management
8     Elect Director R.A. Walker                For       For        Management
9     Elect Director Peter S. Wareing           For       For        Management
10    Ratify Auditors                           For       For        Management


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Chevron Corporation

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director S.H. Armacost              For       For        Management
2     Elect Director L.F. Deily                 For       For        Management
3     Elect Director R.E. Denham                For       For        Management
4     Elect Director R.J. Eaton                 For       For        Management
5     Elect Director C. Hagel                   For       For        Management
6     Elect Director E. Hernandez               For       For        Management
7     Elect Director F.G. Jenifer               For       For        Management
8     Elect Director G.L. Kirkland              For       For        Management
9     Elect Director S. Nunn                    For       For        Management
10    Elect Director D.B. Rice                  For       For        Management
11    Elect Director K.W. Sharer                For       For        Management
12    Elect Director C.R. Shoemate              For       For        Management
13    Elect Director J.G. Stumpf                For       For        Management
14    Elect Director R.D. Sugar                 For       For        Management
15    Elect Director C. Ware                    For       For        Management
16    Elect Director J.S. Watson                For       For        Management
17    Ratify Auditors                           For       For        Management
18    Provide Right to Call Special Meeting     For       For        Management
19    Request Director Nominee with             Against   For        Shareholder
      Environmental Qualifications
20    Stock Retention/Holding Period            Against   For        Shareholder
21    Disclose Payments To Host Governments     Against   Against    Shareholder
22    Adopt Guidelines for Country Selection    Against   For        Shareholder
23    Report on Financial Risks From Climate    Against   Abstain    Shareholder
      Change
24    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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Cinemark Holdings, Inc.

Ticker:       CNK            Security ID:  17243V102
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 25, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Benjamin D. Chereskin      For       For        Management
1.2   Elect Director Lee Roy Mitchell           For       For        Management
1.3   Elect Director Raymond W. Syufy           For       For        Management
2     Ratify Auditors                           For       For        Management


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CONSOL Energy Inc.

Ticker:       CNX            Security ID:  20854P109
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Whitmire              For       For        Management
1.2   Elect Director J. Brett Harvey            For       For        Management
1.3   Elect Director James E. Altmeyer, Sr.     For       For        Management
1.4   Elect Director Philip W. Baxter           For       For        Management
1.5   Elect Director William E. Davis           For       For        Management
1.6   Elect Director Raj K. Gupta               For       For        Management
1.7   Elect Director Patricia A. Hammick        For       For        Management
1.8   Elect Director David C. Hardesty, Jr.     For       For        Management
1.9   Elect Director John T. Mills              For       For        Management
1.10  Elect Director William P. Powell          For       For        Management
1.11  Elect Director Joseph T. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management


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Consolidated Communications Holdings, Inc.

Ticker:       CNSL           Security ID:  209034107
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger H. Moore             For       For        Management
1.2   Elect Director Jack W. Blumenstein        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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Corning Incorporated

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  FEB 25, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert F. Cummings, Jr.    For       For        Management
1.2   Elect Director Carlos M. Gutierrez        For       For        Management
1.3   Elect Director William D. Smithburg       For       For        Management
1.4   Elect Director Hansel E. Tookes, II       For       For        Management
1.5   Elect Director Wendell P. Weeks           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Declassify the Board of Directors         For       For        Management
6     Reduce Supermajority Vote Requirement     Against   For        Shareholder


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Edison International

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jagjeet S. Bindra          For       For        Management
1.2   Elect Director Vanessa C.L. Chang         For       For        Management
1.3   Elect Director France A. Cordova          For       For        Management
1.4   Elect Director Theodore F. Craver, Jr.    For       For        Management
1.5   Elect Director Charles B. Curtis          For       For        Management
1.6   Elect Director Bradford M. Freeman        For       For        Management
1.7   Elect Director Luis G. Nogales            For       For        Management
1.8   Elect Director Ronald L. Olson            For       For        Management
1.9   Elect Director James M. Rosser            For       For        Management
1.10  Elect Director Richard T. Schlosberg, III For       For        Management
1.11  Elect Director Thomas C. Sutton           For       For        Management
1.12  Elect Director Brett White                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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ENSCO plc

Ticker:       ESV            Security ID:  29358Q109
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Thomas Kelly II as Class II         For       For        Management
      Director
2     Elect Rita Rodriguez as Class II Director For       For        Management
3     Appoint KPMG LLP as US Independent        For       For        Management
      Registered Public Accounting Firm for
      2010
4     Appoint KPMG Audit plc as Auditors and    For       For        Management
      Authorise Their Remuneration
5     Re-approve the Ensco 2005 Cash Incentive  For       For        Management
      Plan


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Everest Re Group LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Kenneth J. Duffy as Director        For       For        Management
1.2   Elect Joseph V. Taranto as Director       For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Approve Omnibus Stock Plan                For       Against    Management


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Fidelity National Financial, Inc.

Ticker:       FNF            Security ID:  31620R105
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  MAR 30, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel D. (Ron) Lane       For       For        Management
1.2   Elect Director General William Lyon       For       For        Management
1.3   Elect Director Richard N. Massey          For       For        Management
1.4   Elect Director Cary H. Thompson           For       For        Management
2     Ratify Auditors                           For       For        Management


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FirstEnergy Corp.

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul T. Addison            For       Withhold   Management
1.2   Elect Director Anthony J. Alexander       For       Withhold   Management
1.3   Elect Director Michael J. Anderson        For       Withhold   Management
1.4   Elect Director Carol A. Cartwright        For       Withhold   Management
1.5   Elect Director William T. Cottle          For       Withhold   Management
1.6   Elect Director Robert B. Heisler, Jr.     For       Withhold   Management
1.7   Elect Director Ernest J. Novak, Jr.       For       Withhold   Management
1.8   Elect Director Catherine A. Rein          For       Withhold   Management
1.9   Elect Director George M. Smart            For       Withhold   Management
1.10  Elect Director Wes M. Taylor              For       Withhold   Management
1.11  Elect Director Jesse T. Williams, Sr.     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws-- Call Special Meetings      Against   For        Shareholder
4     Stock Retention/Holding Period            Against   For        Shareholder
5     Provide Right to Act by Written Consent   Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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Foot Locker, Inc.

Ticker:       FL             Security ID:  344849104
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ken C. Hicks               For       For        Management
1.2   Elect Director James E. Preston           For       For        Management
1.3   Elect Director Dona D. Young              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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Frontier Communications Corp.

Ticker:       FTR            Security ID:  35906A108
Meeting Date: OCT 27, 2009   Meeting Type: Special
Record Date:  SEP 14, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Issue Shares in Connection with           For       For        Management
      Acquisition


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

Frontier Communications Corporation

Ticker:       FTR            Security ID:  35906A108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leroy T. Barnes, Jr.       For       For        Management
1.2   Elect Director Peter C.B. Bynoe           For       For        Management
1.3   Elect Director Jeri B. Finard             For       For        Management
1.4   Elect Director Lawton Wehle Fitt          For       For        Management
1.5   Elect Director William M. Kraus           For       For        Management
1.6   Elect Director Howard L. Schrott          For       For        Management
1.7   Elect Director Larraine D. Segil          For       For        Management
1.8   Elect Director David H. Ward              For       For        Management
1.9   Elect Director Myron A. Wick, III         For       For        Management
1.10  Elect Director Mary Agnes Wilderotter     For       For        Management
2     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
3     Stock Retention/Holding Period            Against   For        Shareholder
4     Ratify Auditors                           For       For        Management


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

Genworth Financial, Inc.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven W. Alesio           For       For        Management
2     Elect Director Michael D. Fraizer         For       For        Management
3     Elect Director Nancy J. Karch             For       For        Management
4     Elect Director J. Robert "Bob" Kerrey     For       For        Management
5     Elect Director Risa J. Lavizzo-Mourey     For       For        Management
6     Elect Director Christine B. Mead          For       For        Management
7     Elect Director Thomas E. Moloney          For       For        Management
8     Elect Director James A. Parke             For       For        Management
9     Elect Director James S. Riepe             For       For        Management
10    Amend Omnibus Stock Plan                  For       For        Management
11    Ratify Auditors                           For       For        Management


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

Halliburton Company

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director A.M. Bennett               For       For        Management
2     Elect Director J.R. Boyd                  For       For        Management
3     Elect Director M. Carroll                 For       For        Management
4     Elect Director N.K. Dicciani              For       For        Management
5     Elect Director S.M. Gillis                For       For        Management
6     Elect Director J.T. Hackett               For       For        Management
7     Elect Director D.J. Lesar                 For       For        Management
8     Elect Director R.A. Malone                For       For        Management
9     Elect Director J.L. Martin                For       For        Management
10    Elect Director D.L. Reed                  For       For        Management
11    Ratify Auditors                           For       For        Management
12    Review and Assess Human Rights Policies   Against   For        Shareholder
13    Report on Political Contributions         Against   For        Shareholder
14    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
15    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

J. C. Penney Company, Inc.

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Colleen C. Barrett         For       Did Not    Management
                                                          Vote
2     Elect Director M. Anthony Burns           For       Did Not    Management
                                                          Vote
3     Elect Director Maxine K. Clark            For       Did Not    Management
                                                          Vote
4     Elect Director Thomas J. Engibous         For       Did Not    Management
                                                          Vote
5     Elect Director Kent B. Foster             For       Did Not    Management
                                                          Vote
6     Elect Director G.B. Laybourne             For       Did Not    Management
                                                          Vote
7     Elect Director Burl Osborne               For       Did Not    Management
                                                          Vote
8     Elect Director Leonard H. Roberts         For       Did Not    Management
                                                          Vote
9     Elect Director Javier G. Teruel           For       Did Not    Management
                                                          Vote
10    Elect Director R. Gerald Turner           For       Did Not    Management
                                                          Vote
11    Elect Director Myron E. Ullman, III       For       Did Not    Management
                                                          Vote
12    Elect Director Mary Beth West             For       Did Not    Management
                                                          Vote
13    Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

JPMorgan Chase & Co.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Crandall C. Bowles         For       For        Management
1.2   Elect Director Stephen B. Burke           For       For        Management
1.3   Elect Director David M. Cote              For       For        Management
1.4   Elect Director James S. Crown             For       For        Management
1.5   Elect Director James Dimon                For       For        Management
1.6   Elect Director Ellen V. Futter            For       For        Management
1.7   Elect Director William H. Gray, III       For       For        Management
1.8   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Lee R. Raymond             For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Affirm Political Non-Partisanship         Against   Abstain    Shareholder
5     Amend Bylaws-- Call Special Meetings      Against   For        Shareholder
6     Report on Collateral in Derivatives       Against   For        Shareholder
      Trading
7     Provide Right to Act by Written Consent   Against   For        Shareholder
8     Require Independent Board Chairman        Against   For        Shareholder
9     Report on Pay Disparity                   Against   Abstain    Shareholder
10    Stock Retention/Holding Period            Against   For        Shareholder


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

KKR Financial Holdings LLC

Ticker:       KFN            Security ID:  48248A306
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tracy L. Collins           For       For        Management
1.2   Elect Director Vincent Paul Finigan       For       For        Management
1.3   Elect Director Paul M. Hazen              For       For        Management
1.4   Elect Director R. Glenn Hubbard           For       For        Management
1.5   Elect Director Ross J. Kari               For       For        Management
1.6   Elect Director Ely L. Licht               For       For        Management
1.7   Elect Director Deborah H. McAneny         For       For        Management
1.8   Elect Director Scott C. Nuttall           For       For        Management
1.9   Elect Director Scott A. Ryles             For       For        Management
1.10  Elect Director William C. Sonneborn       For       For        Management
1.11  Elect Director Willy R. Strothotte        For       For        Management
2     Ratify Auditors                           For       For        Management


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

Kraft Foods Inc

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ajaypal S. Banga           For       For        Management
2     Elect Director Myra M. Hart               For       For        Management
3     Elect Director Lois D. Juliber            For       For        Management
4     Elect Director Mark D. Ketchum            For       For        Management
5     Elect Director Richard A. Lerner          For       For        Management
6     Elect Director Mackey J. McDonald         For       For        Management
7     Elect Director John C. Pope               For       For        Management
8     Elect Director Fredric G. Reynolds        For       For        Management
9     Elect Director Irene B. Rosenfeld         For       For        Management
10    Elect Director J.F. Van Boxmeer           For       For        Management
11    Elect Director Deborah C. Wright          For       For        Management
12    Elect Director Frank G. Zarb              For       For        Management
13    Ratify Auditors                           For       For        Management
14    Provide Right to Act by Written Consent   Against   For        Shareholder


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

Lockheed Martin Corporation

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director E. C. "Pete" Aldrige, Jr.  For       For        Management
2     Elect Director Nolan D. Archibald         For       For        Management
3     Elect Director David B. Burritt           For       For        Management
4     Elect Director James O. Ellis, Jr.        For       For        Management
5     Elect Director Gwendolyn S. King          For       For        Management
6     Elect Director James M. Loy               For       For        Management
7     Elect Director Douglas H. McCorkindale    For       For        Management
8     Elect Director Joseph W. Ralston          For       For        Management
9     Elect Director James Schneider            For       For        Management
10    Elect Director Anne Stevens               For       For        Management
11    Elect Director Robert J. Stevens          For       For        Management
12    Ratify Auditors                           For       For        Management
13    Report on Space-based Weapons Program     Against   Abstain    Shareholder


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

Lorillard, Inc.

Ticker:       LO             Security ID:  544147101
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 30, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Virgis W. Colbert          For       For        Management
1.2   Elect Director Richard W. Roedel          For       For        Management
1.3   Elect Director David H. Taylor            For       For        Management
2     Ratify Auditors                           For       For        Management


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

Lowe's Companies, Inc.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 28, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Bernauer          For       For        Management
1.2   Elect Director Leonard L. Berry           For       For        Management
1.3   Elect Director Dawn E. Hudson             For       For        Management
1.4   Elect Director Robert A. Niblock          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide Right to Call Special Meeting     For       For        Management
4     Report on Political Contributions         Against   For        Shareholder
5     Require Independent Board Chairman        Against   Against    Shareholder


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

Marathon Oil Corporation

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gregory H. Boyce           For       For        Management
2     Elect Director Clarence P. Cazalot, Jr.   For       For        Management
3     Elect Director David A. Daberko           For       For        Management
4     Elect Director William L. Davis           For       For        Management
5     Elect Director Shirley Ann Jackson        For       Against    Management
6     Elect Director Philip Lader               For       For        Management
7     Elect Director Charles R. Lee             For       For        Management
8     Elect Director Michael E. J. Phelps       For       For        Management
9     Elect Director Dennis H. Reilley          For       For        Management
10    Elect Director Seth E. Schofield          For       For        Management
11    Elect Director John W. Snow               For       For        Management
12    Elect Director Thomas J. Usher            For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
15    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

Merck & Co., Inc.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Leslie A. Brun             For       For        Management
2     Elect Director Thomas R. Cech             For       For        Management
3     Elect Director Richard T. Clark           For       For        Management
4     Elect Director Thomas H. Glocer           For       For        Management
5     Elect Director Steven F. Goldstone        For       For        Management
6     Elect Director William B. Harrison, Jr.   For       For        Management
7     Elect Director Harry R. Jacobson          For       For        Management
8     Elect Director William N. Kelley          For       For        Management
9     Elect Director C. Robert Kidder           For       For        Management
10    Elect Director Rochelle B. Lazarus        For       For        Management
11    Elect Director Carlos E. Represas         For       For        Management
12    Elect Director Patricia F. Russo          For       For        Management
13    Elect Director Thomas E. Shenk            For       For        Management
14    Elect Director Anne M. Tatlock            For       For        Management
15    Elect Director Craig B. Thompson          For       For        Management
16    Elect Director Wendell P. Weeks           For       For        Management
17    Elect Director Peter C. Wendell           For       For        Management
18    Ratify Auditors                           For       For        Management
19    Approve Omnibus Stock Plan                For       For        Management
20    Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


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

Merck & Co., Inc.

Ticker:       MRK            Security ID:  589331107
Meeting Date: AUG 7, 2009    Meeting Type: Special
Record Date:  JUN 22, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition                       For       For        Management


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

MetLife, Inc.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. Glenn Hubbard, Ph.D     For       For        Management
1.2   Elect Director Alfred F. Kelly, Jr.       For       For        Management
1.3   Elect Director James M. Kilts             For       For        Management
1.4   Elect Director David Satcher, M.D., Ph.D. For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder


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

Microsoft Corporation

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2009   Meeting Type: Annual
Record Date:  SEP 4, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William H. Gates, III      For       For        Management
2     Elect Director Steven A. Ballmer          For       For        Management
3     Elect Director Dina Dublon                For       For        Management
4     Elect Director Raymond V. Gilmartin       For       For        Management
5     Elect Director Reed Hastings              For       For        Management
6     Elect Director Maria Klawe                For       For        Management
7     Elect Director David F. Marquardt         For       For        Management
8     Elect Director Charles H. Noski           For       For        Management
9     Elect Director Helmut Panke               For       For        Management
10    Ratify Auditors                           For       For        Management
11    Permit Right to Call Special Meeting      For       For        Management
12    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
13    Adopt Principles for Health Care Reform   Against   Abstain    Shareholder
14    Report on Charitable Contributions        Against   Abstain    Shareholder


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

Morgan Stanley

Ticker:       MS             Security ID:  617446448
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roy J. Bostock             For       Against    Management
2     Elect Director Erskine B. Bowles          For       For        Management
3     Elect Director Howard J. Davies           For       For        Management
4     Elect Director James P. Gorman            For       For        Management
5     Elect Director James H. Hance, Jr.        For       For        Management
6     Elect Director Nobuyuki Hirano            For       For        Management
7     Elect Director C. Robert Kidder           For       For        Management
8     Elect Director John J. Mack               For       For        Management
9     Elect Director Donald T. Nicolaisen       For       For        Management
10    Elect Director Charles H. Noski           For       For        Management
11    Elect Director Hutham S. Olayan           For       For        Management
12    Elect Director O. Griffith Sexton         For       For        Management
13    Elect Director Laura D. Tyson             For       For        Management
14    Ratify Auditors                           For       For        Management
15    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
16    Amend Omnibus Stock Plan                  For       Against    Management
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
18    Stock Retention/Holding Period            Against   For        Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder
20    Report on Pay Disparity                   Against   Abstain    Shareholder
21    Claw-back of Payments under Restatements  Against   For        Shareholder


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

Motorola, Inc.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 3, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gregory Q. Brown           For       Against    Management
2     Elect Director David W. Dorman            For       Against    Management
3     Elect Director William R. Hambrecht       For       Against    Management
4     Elect Director Sanjay K. Jha              For       Against    Management
5     Elect Director Keith A. Meister           For       Against    Management
6     Elect Director Thomas J. Meredith         For       Against    Management
7     Elect Director Samuel C. Scott III        For       Against    Management
8     Elect Director James R. Stengel           For       Against    Management
9     Elect Director Anthony J. Vinciquerra     For       Against    Management
10    Elect Director Douglas A. Warner III      For       Against    Management
11    Elect Director John A. White              For       Against    Management
12    Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
13    Ratify Auditors                           For       For        Management
14    Amend Human Rights Policies               Against   Abstain    Shareholder
15    Reincorporate in Another State [from      Against   For        Shareholder
      Delaware to North Dakota]


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

Navistar International Corp.

Ticker:       NAV            Security ID:  63934E108
Meeting Date: FEB 16, 2010   Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eugenio Clariond           For       For        Management
1.2   Elect Director Diane H. Gulyas            For       For        Management
1.3   Elect Director William H. Osborne         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


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

NRG Energy Inc

Ticker:       NRG            Security ID:  629377508
Meeting Date: JUL 21, 2009   Meeting Type: Proxy Contest
Record Date:  JUN 15, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Chlebowski         For       For        Management
1.2   Elect Director Howard E. Cosgrove         For       For        Management
1.3   Elect Director William E. Hantke          For       For        Management
1.4   Elect Director Anne C. Schaumburg         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
5     Ratify Auditors                           For       For        Management
6     Report on Carbon Principles               Against   Against    Shareholder
7     Change Size of Board of Directors         Against   Against    Shareholder
8     Repeal Amendments Adopted Without         Against   Against    Shareholder
      Stockholder Approval After February 26,
      2008
1.1   Elect Director Betsy S. Atkins            For       Did Not    Shareholder
                                                          Vote
1.2   Elect Director Ralph E. Faison            For       Did Not    Shareholder
                                                          Vote
1.3   Elect Director Coleman Peterson           For       Did Not    Shareholder
                                                          Vote
1.4   Elect Director Thomas C. Wajnert          For       Did Not    Shareholder
                                                          Vote
2     Change Size of Board of Directors         For       Did Not    Shareholder
                                                          Vote
3     Elect Director Donald DeFosset            For       Did Not    Shareholder
                                                          Vote
4     Elect Director Richard H. Koppes          For       Did Not    Shareholder
                                                          Vote
5     Elect Director John M. Albertine          For       Did Not    Shareholder
                                                          Vote
6     Elect Director Marjorie L. Bowen          For       Did Not    Shareholder
                                                          Vote
7     Elect Director Ralph G. Wellington        For       Did Not    Shareholder
                                                          Vote
8     Repeal Amendments Adopted Without         For       Did Not    Shareholder
      Stockholder Approval After February 26,             Vote
      2008
9     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
10    Amend Executive Incentive Bonus Plan      For       Did Not    Management
                                                          Vote
11    Adopt Majority Voting for Uncontested     For       Did Not    Management
      Election of Directors                               Vote
12    Ratify Auditors                           For       Did Not    Management
                                                          Vote
13    Report on Carbon Principles               None      Did Not    Shareholder
                                                          Vote


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

Pfizer Inc.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dennis A. Ausiello         For       For        Management
2     Elect Director Michael S. Brown           For       For        Management
3     Elect Director M. Anthony Burns           For       For        Management
4     Elect Director Robert N. Burt             For       For        Management
5     Elect Director W. Don Cornwell            For       For        Management
6     Elect Director Frances D. Fergusson       For       For        Management
7     Elect Director William H. Gray III        For       For        Management
8     Elect Director Constance J. Horner        For       For        Management
9     Elect Director James M. Kilts             For       For        Management
10    Elect Director Jeffrey B. Kindler         For       For        Management
11    Elect Director George A. Lorch            For       For        Management
12    Elect Director John P. Mascotte           For       For        Management
13    Elect Director Suzanne Nora Johnson       For       For        Management
14    Elect Director Stephen W. Sanger          For       For        Management
15    Elect Director William C. Steere, Jr.     For       For        Management
16    Ratify Auditors                           For       For        Management
17    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
18    Provide Right to Call Special Meeting     For       For        Management
19    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder


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

Philip Morris International Inc.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Harold Brown               For       For        Management
2     Elect Director Mathis Cabiallavetta       For       For        Management
3     Elect Director Louis C. Camilleri         For       For        Management
4     Elect Director J. Dudley Fishburn         For       For        Management
5     Elect Director Jennifer Li                For       For        Management
6     Elect Director Graham Mackay              For       For        Management
7     Elect Director Sergio Marchionne          For       For        Management
8     Elect Director Lucio A. Noto              For       For        Management
9     Elect Director Carlos Slim Helu           For       For        Management
10    Elect Director Stephen M. Wolf            For       For        Management
11    Ratify Auditors                           For       For        Management
12    Report on Effect of Marketing Practices   Against   Abstain    Shareholder
      on the Poor
13    Establish Supplier Human Rights           Against   Abstain    Shareholder
      Purchasing Protocols


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

Potash Corporation of Saskatchewan Inc.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 6, 2010    Meeting Type: Annual/Special
Record Date:  MAR 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect C. M. Burley as Director            For       For        Management
1.2   Elect W. J. Doyle as Director             For       For        Management
1.3   Elect J. W. Estey as Director             For       For        Management
1.4   Elect C. S. Hoffman as Director           For       For        Management
1.5   Elect D. J. Howe as Director              For       For        Management
1.6   Elect A. D. Laberge as Director           For       For        Management
1.7   Elect K. G. Martell as Director           For       For        Management
1.8   Elect J. J. McCaig as Director            For       For        Management
1.9   Elect M. Mogford as Director              For       For        Management
1.10  Elect P. J. Schoenhals as Director        For       For        Management
1.11  Elect E. R. Stromberg as Director         For       For        Management
1.12  Elect E. Viyella de Paliza as Director    For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
3     Approve Performance Option Plan           For       For        Management
4     Advisory Vote on Executive Compensation   For       For        Management
      Approach


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

Protective Life Corporation

Ticker:       PL             Security ID:  743674103
Meeting Date: MAY 10, 2010   Meeting Type: Annual
Record Date:  MAR 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James S. M. French         For       For        Management
1.2   Elect Director Thomas L. Hamby            For       For        Management
1.3   Elect Director John D. Johns              For       For        Management
1.4   Elect Director Vanessa Leonard            For       For        Management
1.5   Elect Director Charles D. McCrary         For       For        Management
1.6   Elect Director John J. McMahon, Jr.       For       For        Management
1.7   Elect Director Hans H. Miller             For       For        Management
1.8   Elect Director Malcolm Portera            For       For        Management
1.9   Elect Director C. Dowd Ritter             For       For        Management
1.10  Elect Director William A. Terry           For       For        Management
1.11  Elect Director W. Michael Warren, Jr.     For       For        Management
1.12  Elect Director Vanessa Wilson             For       For        Management
2     Ratify Auditors                           For       For        Management


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

QUALCOMM Incorporated

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 2, 2010    Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara T. Alexander       For       For        Management
1.2   Elect Director Stephen M. Bennett         For       For        Management
1.3   Elect Director Donald G. Cruickshank      For       For        Management
1.4   Elect Director Raymond V. Dittamore       For       For        Management
1.5   Elect Director Thomas W. Horton           For       For        Management
1.6   Elect Director Irwin Mark Jacobs          For       For        Management
1.7   Elect Director Paul E. Jacobs             For       For        Management
1.8   Elect Director Robert E. Kahn             For       For        Management
1.9   Elect Director Sherry Lansing             For       For        Management
1.10  Elect Director Duane A. Nelles            For       For        Management
1.11  Elect Director Brent Scowcroft            For       For        Management
1.12  Elect Director Marc I. Stern              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Royal Dutch Shell plc

Ticker:                      Security ID:  780259206
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  APR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Elect Charles Holliday as Director        For       For        Management
4     Re-elect Josef Ackermann as Director      For       For        Management
5     Re-elect Malcolm Brinded as Director      For       For        Management
6     Re-elect Simon Henry as Director          For       For        Management
7     Re-elect Lord Kerr of Kinlochard as       For       For        Management
      Director
8     Re-elect Wim Kok as Director              For       For        Management
9     Re-elect Nick Land as Director            For       For        Management
10    Re-elect Christine Morin-Postel as        For       For        Management
      Director
11    Re-elect Jorma Ollila as Director         For       For        Management
12    Re-elect Jeroen van der Veer as Director  For       For        Management
13    Re-elect Peter Voser as Director          For       For        Management
14    Re-elect Hans Wijers as Director          For       For        Management
15    Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors
16    Authorise Board to Fix Remuneration of    For       For        Management
      Auditors
17    Authorise Issue of Equity with            For       For        Management
      Pre-emptive Rights
18    Authorise Issue of Equity without         For       For        Management
      Pre-emptive Rights
19    Authorise Market Purchase                 For       For        Management
20    Approve Scrip Dividend Scheme             For       For        Management
21    Authorise EU Political Donations and      For       For        Management
      Expenditure
22    Adopt New Articles of Association         For       For        Management
23    Direct the Audit Committee or a Risk      Against   Withhold   Shareholder
      Committee of the Board to Commission and
      Review a Report on Investment Risks
      Associated with Future Canadian Oil Sands
      Projects


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

Schering-Plough Corp.

Ticker:       SGP            Security ID:  806605101
Meeting Date: AUG 7, 2009    Meeting Type: Special
Record Date:  JUN 22, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with           For       For        Management
      Acquisition
2     Adjourn Meeting                           For       For        Management


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

Starwood Property Trust, Inc.

Ticker:       STWD           Security ID:  85571B105
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard D. Bronson         For       For        Management
1.2   Elect Director Jeffrey F. DiModica        For       For        Management
1.3   Elect Director Jeffrey D. Dishner         For       For        Management
1.4   Elect Director Camille J. Douglas         For       For        Management
1.5   Elect Director Ellis F. Rinaldi           For       For        Management
1.6   Elect Director Barry S. Sternlicht        For       For        Management
1.7   Elect Director Strauss Zelnick            For       For        Management
2     Ratify Auditors                           For       For        Management


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

The Goldman Sachs Group, Inc.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lloyd C. Blankfein         For       For        Management
1.2   Elect Director John H. Bryan              For       For        Management
1.3   Elect Director Gary D. Cohn               For       For        Management
1.4   Elect Director Claes Dahlback             For       For        Management
1.5   Elect Director Stephen Friedman           For       For        Management
1.6   Elect Director William W. George          For       For        Management
1.7   Elect Director James A. Johnson           For       For        Management
1.8   Elect Director Lois D. Juliber            For       For        Management
1.9   Elect Director Lakshmi N. Mittal          For       For        Management
1.10  Elect Director James J. Schiro            For       For        Management
1.11  Elect Director H. Lee Scott, Jr.          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Provide Right to Call Special Meeting     For       Against    Management
6     Provide for Cumulative Voting             Against   Against    Shareholder
7     Report on Collateral in Derivatives       Against   For        Shareholder
      Trading
8     Require Independent Board Chairman        Against   Against    Shareholder
9     Report on Political Contributions         Against   For        Shareholder
10    Report on Global Warming Science          Against   Against    Shareholder
11    Report on Pay Disparity                   Against   Against    Shareholder
12    Stock Retention/Holding Period            Against   For        Shareholder


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

The Kroger Co.

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 24, 2010   Meeting Type: Annual
Record Date:  APR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Reuben V. Anderson         For       For        Management
2     Elect Director Robert D. Beyer            For       For        Management
3     Elect Director David B. Dillon            For       For        Management
4     Elect Director Susan J. Kropf             For       For        Management
5     Elect Director John T. LaMacchia          For       For        Management
6     Elect Director David B. Lewis             For       For        Management
7     Elect Director W. Rodney McMullen         For       For        Management
8     Elect Director Jorge P. Montoya           For       For        Management
9     Elect Director Clyde R. Moore             For       For        Management
10    Elect Director Susan M. Phillips          For       For        Management
11    Elect Director Steven R. Rogel            For       For        Management
12    Elect Director James A. Runde             For       For        Management
13    Elect Director Ronald L. Sargent          For       For        Management
14    Elect Director Bobby S. Shackouls         For       For        Management
15    Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
16    Ratify Auditors                           For       For        Management
17    Report on Climate Change                  Against   For        Shareholder


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

Transocean Ltd.

Ticker:       RIG            Security ID:  H8817H100
Meeting Date: MAY 14, 2010   Meeting Type: Annual
Record Date:  APR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3     Approve Allocation of Income and Omission For       For        Management
      of Dividends
4     Change Location of Registered Office to   For       For        Management
      Steinhausen, Switzerland
5     Approve Creation of CHF 2.5 Billion Pool  For       Against    Management
      of Capital without Preemptive Rights
6     Approve Reduction in Share Capita and     For       For        Management
      Repayment of $3.11 per Sharel
7     Amend Articles Re: Share Certificates due For       For        Management
      to New Swiss Federal Act on Intermediated
      Securities
8a    Elect Steven Newman as Director           For       For        Management
8b    Reelect Thomas Carson as Director         For       For        Management
8c    Reelect Robert Sprague as Director        For       For        Management
8d    Reelect J. Michael Talbert as Director    For       For        Management
8e    Reelect John Whitmire as Director         For       For        Management
9     Appointment Of Ernst & Young LLP as       For       For        Management
      Independent Registered Public Accounting
      Firm for Fiscal Year 2010
10    Transact Other Business (Voting)          For       Against    Management


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

Tyco International Ltd.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: MAR 10, 2010   Meeting Type: Annual
Record Date:  JAN 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal 2008/2009
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3.1   Reelect Edward Breen as Director          For       For        Management
3.2   Elect Michael Daniels as Director         For       For        Management
3.3   Reelect Timothy Donahue as Director       For       For        Management
3.4   Reelect Brian Duperreault as Director     For       For        Management
3.5   Reelect Bruce Gordon as Director          For       For        Management
3.6   Reelect Rajiv Gupta as Director           For       For        Management
3.7   Reelect John Krol as Director             For       For        Management
3.8   Reelect Brendan O'Neill as Director       For       For        Management
3.9   Reelect William Stavropoulos as Director  For       For        Management
3.10  Reelect Sandra Wijnberg as Director       For       For        Management
3.11  Reelect R. David Yost as Director         For       For        Management
4a    Ratify Deloitte AG as Auditors            For       For        Management
4b    Appoint Deloitte & Touche LLP as          For       For        Management
      Independent Registered Public Accounting
      Firm for Fiscal 2009/2010
4c    Ratify PricewaterhouseCoopers AG as       For       For        Management
      Special Auditor
5a    Approve Carrying Forward of Net Loss      For       For        Management
5b    Approve CHF 407.4 Million Reduction in    For       For        Management
      Share Capital and Repayment of CHF 0.85
      per Share
6     Amend Articles Re: Plurality Voting       For       For        Management
      Standard for Board Elections When the
      Number of Candidates Exceeds the Number
      of Board Positions Available
7     Transact Other Business (Voting)          For       Against    Management


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

Walgreen Co.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 13, 2010   Meeting Type: Annual
Record Date:  NOV 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven A. Davis            For       For        Management
1.2   Elect Director William C. Foote           For       For        Management
1.3   Elect Director Mark P. Frissora           For       For        Management
1.4   Elect Director Alan G. McNally            For       For        Management
1.5   Elect Director Nancy M. Schlichting       For       For        Management
1.6   Elect Director David Y. Schwartz          For       For        Management
1.7   Elect Director Alejandro Silva            For       For        Management
1.8   Elect Director James A. Skinner           For       For        Management
1.9   Elect Director Gregory D. Wasson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Reduce Supermajority Vote Requirement     Against   For        Shareholder
5     Performance-Based Equity Awards           Against   For        Shareholder
6     Report on Charitable Contributions        Against   Abstain    Shareholder


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

Waste Management, Inc.

Ticker:       WM             Security ID:  94106L109
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Pastora San Juan Cafferty  For       Did Not    Management
                                                          Vote
2     Elect Director Frank M. Clark, Jr.        For       Did Not    Management
                                                          Vote
3     Elect Director Patrick W. Gross           For       Did Not    Management
                                                          Vote
4     Elect Director John C. Pope               For       Did Not    Management
                                                          Vote
5     Elect Director W. Robert Reum             For       Did Not    Management
                                                          Vote
6     Elect Director Steven G. Rothmeier        For       Did Not    Management
                                                          Vote
7     Elect Director David P. Steiner           For       Did Not    Management
                                                          Vote
8     Elect Director Thomas H. Weidemeyer       For       Did Not    Management
                                                          Vote
9     Ratify Auditors                           For       Did Not    Management
                                                          Vote
10    Reduce Supermajority Vote Requirement     For       Did Not    Management
                                                          Vote
11    Report on Political Contributions         Against   Did Not    Shareholder
                                                          Vote
12    Amend Articles/Bylaws/Charter -- Call     Against   Did Not    Shareholder
      Special Meetings                                    Vote


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

Wells Fargo & Company

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Election Director John D. Baker II        For       For        Management
2     Election Director John S. Chen            For       For        Management
3     Election Director Lloyd H. Dean           For       For        Management
4     Election Director Susan E. Engel          For       For        Management
5     Election Director Enrique Hernandez, Jr.  For       For        Management
6     Election Director Donald M. James         For       For        Management
7     Election Director Richard D. McCormick    For       For        Management
8     Election Director Mackey J. McDonald      For       For        Management
9     Election Director Cynthia H. Milligan     For       For        Management
10    Elect Director Nicholas G. Moore          For       For        Management
11    Elect Director Philip J. Quigley          For       Against    Management
12    Elect Director Judith M. Runstad          For       For        Management
13    Elect Director Stephen W. Sanger          For       For        Management
14    Elect Director Robert K. Steel            For       For        Management
15    Elect Director John G. Stumpf             For       For        Management
16    Elect Director an G. Swenson              For       For        Management
17    Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
18    Increase Authorized Common Stock          For       For        Management
19    Ratify Auditors                           For       For        Management
20    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
21    Require Independent Board Chairman        Against   For        Shareholder
22    Report on Charitable Contributions        Against   Abstain    Shareholder
23    Report on Political Contributions         Against   For        Shareholder


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

Windstream Corp.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carol B. Armitage          For       For        Management
2     Elect Director Samuel E. Beall, III       For       For        Management
3     Elect Director Dennis E. Foster           For       For        Management
4     Elect Director Francis X. Frantz          For       For        Management
5     Elect Director Jeffery R. Gardner         For       For        Management
6     Elect Director Jeffrey T. Hinson          For       For        Management
7     Elect Director Judy K. Jones              For       For        Management
8     Elect Director William A. Montgomery      For       For        Management
9     Amend Omnibus Stock Plan                  For       For        Management
10    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
11    Ratify Auditors                           For       For        Management
12    Stock Retention/Holding Period            Against   For        Shareholder


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

Wyeth

Ticker:       WYE            Security ID:  983024100
Meeting Date: JUL 20, 2009   Meeting Type: Annual
Record Date:  JUN 5, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director Robert M. Amen             For       Against    Management
3.2   Elect Director Michael J. Critelli        For       Against    Management
3.3   Elect Director Frances D. Fergusson       For       For        Management
3.4   Elect Director Victor F. Ganzi            For       Against    Management
3.5   Elect Director Robert Langer              For       For        Management
3.6   Elect Director John P. Mascotte           For       Against    Management
3.7   Elect Director Raymond J. McGuire         For       Against    Management
3.8   Elect Director Mary Lake Polan            For       For        Management
3.9   Elect Director Bernard Poussot            For       For        Management
3.10  Elect Director Gary L. Rogers             For       Against    Management
3.11  Elect Director John R. Torell III         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Political Contributions         Against   For        Shareholder
6     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

Wyndham Worldwide Corporation

Ticker:       WYN            Security ID:  98310W108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Honourable B. Mulroney     For       For        Management
1.2   ElectDirector Michael H. Wargotz          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

XL Capital Ltd.

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Joseph Mauriello as Director        For       For        Management
1.2   Elect Eugene M. McQuade as Director       For       For        Management
1.3   Elect Clayton S. Rose as Director         For       For        Management
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors


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

XL Capital Ltd.

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 30, 2010   Meeting Type: Special
Record Date:  MAR 5, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reincorporation from Cayman       For       For        Management
      Islands to Ireland through Scheme of
      Arrangement
1.2   Adjourn Special Scheme Meeting            For       For        Management
2     Approve Distributable Reserves Proposal   For       For        Management
3     Amend Articles -- Approve Director        For       For        Management
      Nomination Procedures Proposal
4     Change Company Name to XL Group Ltd.      For       For        Management
5     Adjourn Extraordinary General Meeting     For       For        Management


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

XTO Energy Inc.

Ticker:       XTO            Security ID:  98385X106
Meeting Date: JUN 25, 2010   Meeting Type: Special
Record Date:  MAY 3, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


                            SIGNATURES

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

Registrant:  Oppenheimer Equity Income Fund, Inc.

By:          William F. Glavin, Jr.*
             --------------
             William F. Glavin, Jr.
             President and Principal Executive Officer

Date:        August 23, 2010

*By:         /s/ Randy Legg
             --------------
             Randy Legg, Attorney in Fact