N-14/A

As filed with the Securities and Exchange Commission on May 13, 2011 Registration No. 333-174146

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     / X /

PRE-EFFECTIVE AMENDMENT NO. 1     / X /

POST-EFFECTIVE AMENDMENT NO. ___     / /

OPPENHEIMER EQUITY INCOME FUND, INC.

(Exact Name of Registrant as Specified in Charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of Principal Executive Offices)

303-768-3200

(Registrant's Area Code and Telephone Number)

Arthur S. Gabinet, Esq.
Executive Vice President & General Counsel
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street
New York, New York 10148
(212) 323-0250

(Name and Address of Agent for Service)

As soon as practicable after the Registration Statement becomes effective.

(Approximate Date of Proposed Public Offering)

Title of Securities Being Registered: Class A, Class B, Class C and Class N shares of Oppenheimer Equity Income Fund, Inc.

It is proposed that this filing will become effective on June 14, 2011 pursuant to Rule 488.

No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940, as amended.

Parts A and B are incorporated herein by reference from the Registration Statement filed on May 12, 2011 (File No. 333-174146).

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following pages and documents:
 

Front Cover
Contents Page
 

Part C
 

Other Information
Signatures

Exhibits

(Parts A and B are incorporated herein by reference from the Registration Statement filed on May 12, 2011 (File No. 333-174146).)

OPPENHEIMER EQUITY INCOME FUND, INC.

FORM N-14
 
PART C
 
OTHER INFORMATION

Item 15. - Indemnification

Reference is made to the provisions of Registrant's Articles of Amendment and Restatement of the Fund filed as Exhibit 16(1) to this Registration Statement, and incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Item 16. - Exhibits

(1)     (i)     Articles of Amendment and Restatement of the Fund dated 3/3/97: Previously filed with Registrant’s Pre-Effective Amendment No. 2, 2/21/97, and incorporated herein by reference.

     (ii)      Articles Supplementary dated 2/5/01 to Articles of Amendment and Restatement of the Fund: Previously filed with Registrant’s Post-Effective Amendment No. 7, 2/08/01 and incorporated herein by reference.

     (iii)      Articles of Amendment of the Fund dated 7/16/07, effective 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.

     (iv)     Articles Supplementary dated 2/22/11 to the Articles of Amendment and Restatement of the Fund: Previously filed with Registrant’s Post-Effective Amendment No. 22, 2/24/11, and incorporated herein by reference.

(2)          By-Laws as amended through 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.

(3)     Not applicable.

(4)     Form of Agreement and Plan of Reorganization: Previously filed with the Registration Statement of Registrant (Reg. No. 333-174146), (5/12/11), and incorporated herein by reference.

(5)     (i)      Specimen Class A Share Certificate: Previously filed with Registrant’s Post-Effective Amendment No. 9, 12/23/02, and incorporated herein by reference.

     (ii)      Specimen Class B Share Certificate: Previously filed with Registrant’s Post-Effective Amendment No. 9, 12/23/02, and incorporated herein by reference.

     (iii)      Specimen Class C Share Certificate: Previously filed with Registrant’s Post-Effective Amendment No. 9, 12/23/02, and incorporated herein by reference.

     (iv)     Specimen Class N Share Certificate: Previously filed with Registrant’s Post-Effective Amendment No. 9, 12/23/02, and incorporated herein by reference.

(6)     Amended and Restated Investment Advisory Agreement of the Fund dated 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.

(7)     (i)     General Distributor's Agreement dated 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.

     (ii)     Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.

     (iii)     Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.

     (iv)     Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.

     (v)   Form of Trust Company Fund/SERV Purchase Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), (10/26/01), and incorporated herein by reference.

     (vi)     Form of Trust Company Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.

(8)     (i)     Amended and Restated Retirement Plan for Non-Interested Trustees or Directors dated 1/01/05: Previously filed with Post-Effective Amendment No. 4 to the Registration Statement of Oppenheimer Portfolio Series (Reg. No. 333-121449), (5/29/09), and incorporated herein by reference.

     (ii)     Amended & Restated Compensation Deferral Plan for Eligible Trustees, effective 1/1/08: Previously filed with Post-Effective Amendment No. 4 to the Registration Statement of Oppenheimer Portfolio Series (Reg. No. 333-121449), (5/29/09), and incorporated herein by reference.

(9)     (i)     Global Custody Agreement dated February 16, 2007: Previously filed with Post-Effective Amendment No. 57 to the Registration Statement of Oppenheimer Rising Dividends Fund (Reg. No. 2-65223), (7/31/07), and incorporated herein by reference.

     (ii)     Amendment dated August 16, 2010 to the Global Custody Agreement: Previously filed with Post-Effective Amendment No. 9 to the Registration Statement of Oppenheimer Select Value Fund (Reg. No. 333-100700), (8/26/10), and incorporated herein by reference.

(10)     (i)     Amended and Restated Distribution and Service Plan and Agreement for Class A shares dated 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.

     (ii)     Amended and Restated Distribution and Service Plan and Agreement for Class B shares dated 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.

     (iii)     Amended and Restated Distribution and Service Plan and Agreement for Class C shares dated 81/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.

     (iv)     Amended and Restated Distribution and Service Plan and Agreement for Class N shares dated 8/1/07: Previously filed with Registrant’s Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by reference.

(11)     Opinion and Consent of Counsel: Filed herewith.

(12)     Form of Tax Opinion: Previously filed with the Registration Statement of Registrant (Reg. No. 333-174146), (5/12/11), and incorporated herein by reference.
 
(13)     Not Applicable.
 
(14)     Independent Registered Public Accounting Firm's Consent: Previously filed with the Registration Statement of Registrant (Reg. No. 333-174146), (5/12/11), and incorporated herein by reference.

(15)     Not Applicable.
 

(16)     Power of Attorney dated May 13, 2011 for the Directors and Officers: Filed herewith.

(17)     Not Applicable.

Item 17. – Undertakings

(1)     The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)     The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3)     The undersigned registrant agrees to file by post-effective amendment, upon closing of the merger, the tax opinion of counsel regarding the transaction contemplated by the Reorganization Agreement qualifying as a tax-free reorganization under the Internal Revenue Code.

SIGNATURES

As required by the Securities Act of 1933, as amended, this registration statement has been signed on behalf of the registrant, in the City of New York and State of New York, on the 13^th day of May, 2011.

                                                                                                  OPPENHEIMER EQUITY INCOME FUND, INC.

                                                                                                         By:     William F. Glavin, Jr.*                

                                                                                                                   William F. Glavin, Jr., President,

                                                                                                                   Principal Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities on the dates indicated:

Signatures                                                   Title                                                 Date

Brian F. Wruble*                                         Chairman of the                              May 13, 2011
Brian F. Wruble                                           Board of Directors     

William F. Glavin, Jr.*                                   President, Principal                          May 13, 2011
William F. Glavin, Jr.                                    Executive Officer and Director
 
 

Brian W. Wixted*                                        Treasurer, Principal                          May 13, 2011
Brian W. Wixted                                          Financial & Accounting Officer

David K. Downes*                                      Director                                           May 13, 2011

David K. Downes

_______________                                      Director                                            May 13, 2011

Matthew P.Fink
 

Phillip A. Griffiths*                                       Director                                             May 13, 2011
Phillip A. Griffiths
 
 

Mary F. Miller*                                            Director                                              May 13, 2011
Mary F. Miller
 
 

Joel W. Motley*                                         Director                                                May 13, 2011
Joel W. Motley

Mary Ann Tynan, *                                    Director                                                 May 13, 2011

Mary Ann Tynan

Joseph M. Wikler*                                    Director                                                  May 13, 2011

Joseph M. Wikler

___________                                            Director                                                   May 13, 2011

Peter I. Wold

*By:     /s/ Mitchell J. Lindauer          

                Mitchell J. Lindauer, Attorney-in-Fact

OPPENHEIMER EQUITY INCOME FUND, INC.

Registration Statement No. 333-174146
 

EXHIBIT INDEX

Exhibit No.      Description

(11)                  Opinion and Consent of Counsel
 
(16)                  Power of Attorney

EX-99.I

Kramer Levin Naftalis & Frankel LLP
                                                                                      May 11, 2011

Oppenheimer Equity Income Fund, Inc.
6803 South Tucson Way
Englewood, Colorado 80112-3924
 

Re:      Agreement and Plan of Reorganization between Oppenheimer Balanced Fund and Oppenheimer Equity Income Fund, Inc.

Ladies and Gentlemen:
 

We have acted as counsel to Oppenheimer Equity Income Fund, Inc., a Maryland corporation (the “Fund”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the "Commission") of a Registration Statement on Form N-14 (the "Registration Statement") under the Securities Act of 1933, as amended. The purpose of the Registration Statement is to register shares to be issued by the Fund, in connection with the acquisition of substantially all of the assets of Oppenheimer Balanced Fund, a Massachusetts business trust (“Balanced Fund”), by and in exchange for shares of common stock, par value $0.0001 per share (the "Shares"), of the Fund (the “Transaction”).

We have reviewed Fund’s Articles of Incorporation and By-laws, each as supplemented and amended; the form of Agreement and Plan of Reorganization for the Transaction, which was approved by the Fund's Board of Directors (the "Agreement"); and resolutions adopted by the Fund's Board of Directors in connection with the Transaction (the “Resolutions”), and such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below. As to questions of fact material to this opinion, we have relied upon statements, representations and certificates of officers, trustees or other representatives of the Fund, public officials and others, and have reviewed such other documents and made such other investigations as we have deemed appropriate. We have not independently verified the facts so relied on.

On the basis of the foregoing, it is our opinion that the issuance of the Shares has been duly authorized and, when issued and delivered against payment therefor in accordance with the Resolutions and the Agreement, will be validly issued, fully paid and non-assessable.

We are members of the bar of the State of New York and express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of New York, that in each case, in our experience, we recognize are normally applicable to transactions of the type contemplated by the Agreement (the “Relevant Laws”). In particular, we do not hold ourselves out as qualified to practice with respect to the laws of the State of Maryland. To the extent that the opinions expressed herein relate to the laws of the State of Maryland, we have relied exclusively, with your consent, upon the opinion of Venable LLP dated the date hereof, and our opinions set forth herein are subject to all assumptions, limitations and qualifications contained in such opinion as if set forth herein in full. Further, we express no opinion as to the state securities or blue sky laws of any jurisdiction. The opinion expressed herein is based upon the Relevant Laws and interpretations thereof in effect on the date hereof, and the facts and circumstances in existence on the date hereof, and we assume no obligation to revise or supplement this opinion letter should any such law or interpretation be changed by legislative action, judicial decision or otherwise or should there be any change in such facts or circumstances.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the reference to us as legal counsel to the Fund in the Registration Statement. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Kramer Levin Naftalis & Frankel LLP
    

[LETTERHEAD OF VENABLE LLP]
 

 

May 11, 2011

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
 

Re:     Oppenheimer Equity Income Fund, Inc.:

Registration Statement on Form N-14     

Ladies and Gentlemen:
 

We have acted as Maryland counsel to Oppenheimer Equity Income Fund, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company (the "Company"), in connection with the sale and issuance of Class A, Class B, Class C and Class N shares (collectively, the "Shares") of common stock, $.0001 par value per share (the "Common Stock"), of the Company, pursuant to an Agreement and Plan of Reorganization (the "Plan"), by and among the Company and Oppenheimer Balanced Fund, a Massachusetts business trust, covered by the above-referenced Registration Statement (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended (the "1933 Act"), on or about the date hereof.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the "Documents"):

1.     The Registration Statement and the related form of prospectus included therein, substantially in the form transmitted to the Commission under the 1933 Act;

2.     The charter of the Company (the "Charter"), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT");

3.     The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4.     The form of the Plan, certified as of the date hereof by an officer of the Company;

5.     A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

6.     Resolutions (the "Resolutions") adopted by the Board of Directors of the Company relating to the authorization of the sale and issuance of the Shares and the approval of the Plan, certified as of the date hereof by an officer of the Company;

7.     A certificate executed by an officer of the Company, dated as of the date hereof; and

8.     Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.     Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2.     Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.     Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.     All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5.     Upon any issuance of the Shares, the total number of shares of each class of Common Stock issued and outstanding will not exceed the total number of shares of each class of Common Stock that the Company is then authorized to issue under the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.     The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.     The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Resolutions and the Plan, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with federal or state securities laws, including the securities laws of the State of Maryland, or the 1940 Act.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for your benefit in connection with your opinion to the Company of even date herewith relating to the issuance of the Shares. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

     Very truly yours,

                                         /s/ Venable LLP     

EX-24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and appoints Arthur S. Gabinet, Kathleen T. Ives and Mitchell J. Lindauer each as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my capacity as a Director and/or Officer of Oppenheimer Equity Income Fund, Inc. (the “Fund”), to sign on my behalf the Fund’s registration statement on Form N-14 (including any pre or post-effective amendments to such registration statements on Form N-14) under the Securities Act of 1933 and the Investment Company Act of 1940, as applicable, and proxy statements or other documents in connection thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

Except as otherwise specifically provided herein, the power of attorney granted herein shall not in any manner revoke in whole or in part any power of attorney that I previously have executed. This power of attorney shall not be revoked by any subsequent power of attorney I may execute, unless such subsequent power specifically refers to this power of attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney.

Dated this 13^th day of May, 2011.

/s/David K. Downes                                       /s/Joel W. Motley          

David K. Downes                                             Joel W. Motley

     ______________                                     /s/Mary Ann Tynan     

Matthew P. Fink                                                Mary Ann Tynan

/s/William F. Glavin, Jr.                                    /s/Joseph M. Wikler     

William F. Glavin, Jr.                                         Joseph M. Wikler

/s/Phillip A. Griffiths                                       ______________________

Phillip A. Griffiths                                               Peter I. Wold

/s/Mary F. Miller                                           /s/Brian F. Wruble     

Mary F. Miller                                                 Brian F. Wruble
 

/s/Arthur S. Gabinet                                        /s/Brian Wixted     

Arthur S. Gabinet                                              Brian Wixted
 

/s/Kathleen T. Ives                                         /s/Mitchell J. Lindauer     

Kathleen T. Ives                                               Mitchell J. Lindauer

Witness: /s/Taylor V. Edwards

              Taylor V. Edwards
             Assistant Secretary