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

Name and address of agent for service:                                 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:                                              07/01/2006-06/30/2007

Item 1.           Proxy Voting Record

******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-04797
Reporting Period: 07/01/2006 - 06/30/2007
Oppenheimer Quest Capital Value Fund, Inc.









================== OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. ==================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.M. Daley                 For       For        Management
1.3   Elect Director W.J. Farrell               For       For        Management
1.4   Elect Director H.L. Fuller                For       For        Management
1.5   Elect Director R.A. Gonzalez              For       For        Management
1.6   Elect Director D.A.L. Owen                For       For        Management
1.7   Elect Director B. Powell Jr.              For       For        Management
1.8   Elect Director W.A. Reynolds              For       For        Management
1.9   Elect Director R.S. Roberts               For       For        Management
1.10  Elect Director S.C. Scott III             For       Against    Management
1.11  Elect Director W.D. Smithburg             For       For        Management
1.12  Elect Director G.F. Tilton                For       For        Management
1.13  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
4     Separate Chairman and CEO Positions       Against   Against    Shareholder


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ACTUANT CORP

Ticker:       ATU            Security ID:  00508X203
Meeting Date: JUL 7, 2006    Meeting Type: Special
Record Date:  MAY 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management


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ACTUANT CORP

Ticker:       ATU            Security ID:  00508X203
Meeting Date: JAN 16, 2007   Meeting Type: Annual
Record Date:  NOV 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert C. Arzbaecher       For       For        Management
1.2   Elect Director Gustav H.P. Boel           For       For        Management
1.3   Elect Director Thomas J. Fischer          For       For        Management
1.4   Elect Director William K. Hall            For       For        Management
1.5   Elect Director Kathleen J. Hempel         For       For        Management
1.6   Elect Director Robert A. Peterson         For       For        Management
1.7   Elect Director William P. Sovey           For       For        Management
1.8   Elect Director Dennis K. Williams         For       For        Management
1.9   Elect Director Larry D. Yost              For       For        Management


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ALLTEL CORP.

Ticker:       AT             Security ID:  020039103
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  APR 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott T. Ford              For       For        Management
1.2   Elect Director L.L Gellerstedt, III       For       For        Management
1.3   Elect Director Emon A. Mahony, Jr.        For       For        Management
1.4   Elect Director Ronald Townsend            For       For        Management
2     Ratify Auditors                           For       For        Management


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AMB PROPERTY CORP.

Ticker:       AMB            Security ID:  00163T109
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Afsaneh M. Beshloss        For       For        Management
2     Elect Director T. Robert Burke            For       For        Management
3     Elect Director David A. Cole              For       For        Management
4     Elect Director Lydia H. Kennard           For       For        Management
5     Elect Director  J. Michael Losh           For       For        Management
6     Elect Director Hamid R. Moghadam          For       For        Management
7     Elect Director Frederick W. Reid          For       For        Management
8     Elect Director Jeffrey L. Skelton         For       For        Management
9     Elect Director Thomas W. Tusher           For       For        Management
10    Ratify Auditors                           For       For        Management
11    Amend Omnibus Stock Plan                  For       Against    Management
12    Pay For Superior Performance              Against   For        Shareholder


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AMPHENOL CORP.

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stanley L. Clark           For       For        Management
1.2   Elect Director Andrew E. Lietz            For       For        Management
1.3   Elect Director Martin H. Loeffler         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 10, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mr. Biondi                 For       For        Management
1.2   Elect Director Mr. Donofrio               For       For        Management
1.3   Elect Director Mr. Hassell                For       For        Management
1.4   Elect Director Mr. Kogan                  For       For        Management
1.5   Elect Director Mr. Kowalski               For       For        Management
1.6   Elect Director Mr. Luke                   For       For        Management
1.7   Elect Director Ms. Rein                   For       For        Management
1.8   Elect Director Mr. Renyi                  For       For        Management
1.9   Elect Director Mr. Richardson             For       For        Management
1.10  Elect Director Mr. Scott                  For       For        Management
1.11  Elect Director Mr. Vaughan                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
4     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
5     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: MAY 24, 2007   Meeting Type: Special
Record Date:  APR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adopt Supermajority Vote Requirement for  For       For        Management
      Mergers
3     Increase Authorized Preferred and Common  For       For        Management
      Stock
4     Adjourn Meeting                           For       For        Management


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BECKMAN COULTER, INC.

Ticker:       BEC            Security ID:  075811109
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert G. Funari           For       For        Management
1.2   Elect Director Charles A. Haggerty        For       For        Management
1.3   Elect Director William N. Kelley, M.D.    For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


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CBL & ASSOCIATES PROPERTIES, INC.

Ticker:       CBL            Security ID:  124830100
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen D. Lebovitz        For       For        Management
1.2   Elect Director Winston W. Walker          For       For        Management
2     Ratify Auditors                           For       For        Management


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CDW CORP.

Ticker:       CDWC           Security ID:  12512N105
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michelle L. Collins        For       For        Management
2     Elect Director Casey G. Cowell            For       For        Management
3     Elect Director John A. Edwardson          For       For        Management
4     Elect Director Daniel S. Goldin           For       For        Management
5     Elect Director Thomas J. Hansen           For       For        Management
6     Elect Director Donald P. Jacobs           For       For        Management
7     Elect Director Stephan A. James           For       For        Management
8     Elect Director Michael P. Krasny          For       For        Management
9     Elect Director Terry L. Lengfelder        For       For        Management
10    Elect Director Susan D. Wellington        For       For        Management
11    Elect Director Brian E. Williams          For       For        Management
12    Ratify Auditors                           For       For        Management


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CENTEX CORP.

Ticker:       CTX            Security ID:  152312104
Meeting Date: JUL 13, 2006   Meeting Type: Annual
Record Date:  MAY 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ursula O. Fairbairn        For       For        Management
1.2   Elect Director Thomas J. Falk             For       For        Management
1.3   Elect Director Matthew K. Rose            For       For        Management
1.4   Elect Director Thomas M. Schoewe          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Energy Efficiency               Against   Abstain    Shareholder
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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CHEESECAKE FACTORY, INC., THE

Ticker:       CAKE           Security ID:  163072101
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas L. Gregory          For       Withhold   Management
1.2   Elect Director David R. Klock             For       For        Management
2     Ratify Auditors                           For       Against    Management


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CHICOS FAS INC.

Ticker:       CHS            Security ID:  168615102
Meeting Date: JUN 26, 2007   Meeting Type: Annual
Record Date:  APR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Verna K. Gibson            For       For        Management
1.2   Elect Director Betsy S. Atkins            For       For        Management
1.3   Elect Director David F. Dyer              For       For        Management
2     Ratify Auditors                           For       For        Management


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CHOICEPOINT INC.

Ticker:       CPS            Security ID:  170388102
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ray M. Robinson            For       Did Not    Management
                                                          Vote
1.2   Elect Director Derek V. Smith             For       Did Not    Management
                                                          Vote
1.3   Elect Director M. Anne Szostak            For       Did Not    Management
                                                          Vote
2     Company Specific-Provide for Majority     For       Did Not    Management
      Voting for Directors                                Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
4     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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CIT GROUP INC

Ticker:       CIT            Security ID:  125581108
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey M. Peek            For       For        Management
1.2   Elect Director Gary C. Butler             For       For        Management
1.3   Elect Director William M. Freeman         For       For        Management
1.4   Elect Director Susan Lyne                 For       For        Management
1.5   Elect Director Marianne Miller Parrs      For       For        Management
1.6   Elect Director Timothy M. Ring            For       For        Management
1.7   Elect Director John R. Ryan               For       For        Management
1.8   Elect Director Seymour Sternberg          For       For        Management
1.9   Elect Director Peter J. Tobin             For       For        Management
1.10  Elect Director Lois M. Van Deusen         For       For        Management
2     Ratify Auditors                           For       For        Management


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CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director C. Michael Armstrong       For       For        Management
2     Elect Director Alain J.P. Belda           For       For        Management
3     Elect Director George David               For       For        Management
4     Elect Director Kenneth T. Derr            For       For        Management
5     Elect Director John M. Deutch             For       For        Management
6     Elect Director Roberto Hernandez Ramirez  For       For        Management
7     Elect Director Klaus Kleinfeld            For       For        Management
8     Elect Director Andrew N. Liveris          For       For        Management
9     Elect Director Anne Mulcahy               For       For        Management
10    Elect Director Richard D. Parsons         For       For        Management
11    Elect Director Charles Prince             For       For        Management
12    Elect Director Judith Rodin               For       For        Management
13    Elect Director Robert E. Rubin            For       For        Management
14    Elect Director Franklin A. Thomas         For       For        Management
15    Ratify Auditors                           For       For        Management
16    Report on Government Service of Employees Against   Abstain    Shareholder
17    Report on Political Contributions         Against   Abstain    Shareholder
18    Report on Charitable Contributions        Against   Abstain    Shareholder
19    Approve Report of the Compensation        Against   Against    Shareholder
      Committee
20    Report on Pay Disparity                   Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   Against    Shareholder
22    Stock Retention/Holding Period            Against   Against    Shareholder
23    Restore or Provide for Cumulative Voting  Against   Against    Shareholder
24    Amend Bylaws to Permit Shareholders to    Against   For        Shareholder
      Call Special Meetings


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CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James E. Copeland, Jr.     For       For        Management
2     Elect Director Kenneth M. Duberstein      For       For        Management
3     Elect Director Ruth R. Harkin             For       For        Management
4     Elect Director William R. Rhodes          For       For        Management
5     Elect Director J. Stapleton Roy           For       For        Management
6     Elect Director William E. Wade, Jr.       For       For        Management
7     Ratify Auditors                           For       For        Management
8     Report on Political Contributions         Against   Abstain    Shareholder
9     Report on Renewable Energy Sources        Against   Abstain    Shareholder
10    Require Director Nominee Qualifications   Against   Against    Shareholder
11    Report on Environmental Damage from       Against   Abstain    Shareholder
      Drilling in the National Petroleum
      Reserve
12    Report on Indigenous Peoples Rights       Against   Abstain    Shareholder
      Policies
13    Report on Community Impact of Operations  Against   Abstain    Shareholder


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DAVITA INC.

Ticker:       DVA            Security ID:  23918K108
Meeting Date: MAY 29, 2007   Meeting Type: Annual
Record Date:  APR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Charles G. Berg            For       For        Management
2     Elect Director Willard W. Brittain, Jr.   For       For        Management
3     Elect Director Nancy-Ann DeParle          For       For        Management
4     Elect Director Peter T. Grauer            For       For        Management
5     Elect Director John M. Nehra              For       For        Management
6     Elect Director William L. Roper, M.D.     For       For        Management
7     Elect Director Kent J. Thiry              For       For        Management
8     Elect Director Roger J. Valine            For       For        Management
9     Elect Director Richard C. Vaughan         For       For        Management
10    Increase Authorized Common Stock          For       For        Management
11    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
12    Amend Omnibus Stock Plan                  For       For        Management
13    Ratify Auditors                           For       For        Management


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DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter W. Brown             For       For        Management
1.2   Elect Director George A. Davidson, Jr.    For       For        Management
1.3   Elect Director Thomas F. Farrell, II      For       For        Management
1.4   Elect Director John W. Harris             For       For        Management
1.5   Elect Director Robert S. Jepson, Jr.      For       For        Management
1.6   Elect Director Mark J. Kington            For       For        Management
1.7   Elect Director Benjamin J. Lambert, III   For       For        Management
1.8   Elect Director Margaret A. McKenna        For       For        Management
1.9   Elect Director Frank S. Royal, M.D.       For       For        Management
1.10  Elect Director David A. Wollard           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Greenhouse Gas Emissions        Against   Abstain    Shareholder
4     Report on Impact of Utilizing National    Against   Abstain    Shareholder
      Interest Electric Transmission Corridor


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DRS TECHNOLOGIES, INC.

Ticker:       DRS            Security ID:  23330X100
Meeting Date: AUG 3, 2006    Meeting Type: Annual
Record Date:  JUN 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ira Albom                  For       For        Management
1.2   Elect Director Mark N. Kaplan             For       For        Management
1.3   Elect Director D.J. Reimer, USA           For       For        Management
1.4   Elect Director C.G. Boyd, USAF            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  26441C105
Meeting Date: OCT 24, 2006   Meeting Type: Annual
Record Date:  AUG 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger Agnelli              For       Withhold   Management
1.2   Elect Director Paul M. Anderson           For       For        Management
1.3   Elect Director William Barnet, III        For       For        Management
1.4   Elect Director G. Alex Bernhardt, Sr.     For       For        Management
1.5   Elect Director Michael G. Browning        For       For        Management
1.6   Elect Director Phillip R. Cox             For       For        Management
1.7   Elect Director William T. Esrey           For       For        Management
1.8   Elect Director Ann Maynard Gray           For       For        Management
1.9   Elect Director James H. Hance, Jr.        For       For        Management
1.10  Elect Director Dennis R. Hendrix          For       For        Management
1.11  Elect Director Michael E.J. Phelps        For       Withhold   Management
1.12  Elect Director James T. Rhodes            For       For        Management
1.13  Elect Director James E. Rogers            For       For        Management
1.14  Elect Director Mary L. Schapiro           For       For        Management
1.15  Elect Director Dudley S. Taft             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  26441C105
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William Barnet, III        For       For        Management
1.2   Elect Director G. Alex Bernhardt, Sr.     For       For        Management
1.3   Elect Director Michael G. Browning        For       For        Management
1.4   Elect Director Phillip R. Cox             For       For        Management
1.5   Elect Director Ann Maynard Gray           For       For        Management
1.6   Elect Director James H. Hance, Jr         For       For        Management
1.7   Elect Director James T. Rhodes            For       For        Management
1.8   Elect Director James E. Rogers            For       For        Management
1.9   Elect Director Mary L. Schapiro           For       For        Management
1.10  Elect Director Dudley S. Taft             For       For        Management
2     Ratify Auditors                           For       For        Management


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EVEREST RE GROUP LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kenneth J. Duffy          For       For        Management
1.2   Elect  Director Joseph V. Taranto         For       For        Management
2     TO APPOINT PRICEWATERHOUSECOOPERS LLP AS  For       For        Management
      THE COMPANY S REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING
      DECEMBER 31, 2007 AND AUTHORIZE THE BOARD
      OF DIRECTORS ACTING BY THE AUDIT
      COMMITTEE OF THE BOARD TO SET THE FEES
      FOR THE REGISTERED PUBLIC ACCOU


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FMC TECHNOLOGIES, INC.

Ticker:       FTI            Security ID:  30249U101
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Asbjorn Larsen             For       For        Management
1.2   Elect Director Joseph H. Netherland       For       For        Management
1.3   Elect Director James R. Thompson          For       For        Management


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GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director William M. Castell         For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       Withhold   Management
1.5   Elect Director Susan Hockfield            For       For        Management
1.6   Elect Director Jerry R. Immelt            For       For        Management
1.7   Elect Director Andrea Jung                For       For        Management
1.8   Elect Director Alan G. Lafley             For       For        Management
1.9   Elect Director Robert W. Lane             For       For        Management
1.10  Elect Director Ralph S. Larsen            For       For        Management
1.11  Elect Director Rochelle B. Lazarus        For       For        Management
1.12  Elect Director Sam Nunn                   For       For        Management
1.13  Elect Director Roger S. Penske            For       For        Management
1.14  Elect Director Robert J. Swieringa        For       For        Management
1.15  Elect Director Douglas A. Warner III      For       For        Management
1.16  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Vote Standard in Director  For       For        Management
      Elections
4     Approve Omnibus Stock Plan                For       For        Management
5     Company-Specific-Approve Material Terms   For       For        Management
      of Senior Officer Performance Goals
6     Provide for Cumulative Voting             Against   Against    Shareholder
7     Company-Specific -- Adopt Policy on       Against   For        Shareholder
      Overboarded Directors
8     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of Retirees
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Limit Dividend and Dividend Equivalent    Against   Against    Shareholder
      Payments to Executives
11    Report on Charitable Contributions        Against   Abstain    Shareholder
12    Report on Global Warming                  Against   Abstain    Shareholder
13    Adopt Ethical Criteria for Military       Against   Abstain    Shareholder
      Contracts
14    Report on Pay Disparity                   Against   Against    Shareholder


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GOODRICH CORPORATION

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Diane C. Creel             For       For        Management
1.2   Elect Director George A. Davidson, Jr.    For       For        Management
1.3   Elect Director Harris E. DeLoach, Jr.     For       For        Management
1.4   Elect Director James W. Griffith          For       For        Management
1.5   Elect Director William R. Holland         For       For        Management
1.6   Elect Director John P. Jumper             For       For        Management
1.7   Elect Director Marshall O. Larsen         For       For        Management
1.8   Elect Director Lloyd W. Newton            For       For        Management
1.9   Elect Director Douglas E. Olesen          For       For        Management
1.10  Elect Director Alfred M. Rankin, Jr.      For       For        Management
1.11  Elect Director A. Thomas Young            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Pay For Superior Performance              Against   For        Shareholder


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HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ramani Ayer                For       For        Management
1.2   Elect Director Ramon De Oliveira          For       For        Management
1.3   Elect Director Trevor Fetter              For       For        Management
1.4   Elect Director Edward J. Kelly, III       For       For        Management
1.5   Elect Director Paul G. Kirk, Jr.          For       For        Management
1.6   Elect Director Thomas M. Marra            For       For        Management
1.7   Elect Director Gail J. Mcgovern           For       For        Management
1.8   Elect Director Michael G. Morris          For       For        Management
1.9   Elect Director Robert W. Selander         For       For        Management
1.10  Elect Director Charles B. Strauss         For       For        Management
1.11  Elect Director H. Patrick Swygert         For       For        Management
1.12  Elect Director David K. Zwiener           For       For        Management
2     Ratify Auditors                           For       For        Management


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HEALTH NET, INC.

Ticker:       HNT            Security ID:  42222G108
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Theodore F. Craver, Jr.    For       For        Management
1.2   Elect Director Vicki B. Escarra           For       For        Management
1.3   Elect Director Thomas T. Farley           For       For        Management
1.4   Elect Director Gale S. Fitzgerald         For       For        Management
1.5   Elect Director Patrick Foley              For       For        Management
1.6   Elect Director Jay M. Gellert             For       For        Management
1.7   Elect Director Roger F. Greaves           For       For        Management
1.8   Elect Director Bruce G. Willison          For       For        Management
1.9   Elect Director Frederick C. Yeager        For       For        Management
2     Ratify Auditors                           For       For        Management


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HESS CORP

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director N.F. Brady                 For       Withhold   Management
1.2   Elect Director J.B. Collins               For       For        Management
1.3   Elect Director T.H. Kean                  For       For        Management
1.4   Elect Director F.A. Olsen                 For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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

INVITROGEN CORP.

Ticker:       IVGN           Security ID:  46185R100
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:  FEB 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Per A. Peterson            For       For        Management
1.2   Elect Director Bradley G. Lorimier        For       For        Management
1.3   Elect Director Raymond V. Dittamore       For       For        Management
1.4   Elect Director D.C. U'Prichard            For       For        Management
2     Ratify Auditors                           For       For        Management


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     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 James S. Crown             For       For        Management
1.4   Elect Director James Dimon                For       For        Management
1.5   Elect Director Ellen V. Futter            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.8   Elect Director Robert I. Lipp             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     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote
4     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
5     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Provide for Cumulative Voting             Against   Against    Shareholder
8     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
9     Report on Political Contributions         Against   Abstain    Shareholder
10    Report on Management Initiatives to       Against   Abstain    Shareholder
      Address Links to Slavery and Human Rights
      Abuse


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

K-SWISS, INC.

Ticker:       KSWS           Security ID:  482686102
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David Lewin                For       For        Management
1.2   Elect Director Mark Louie                 For       For        Management
2     Ratify Auditors                           For       For        Management


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

KLA-TENCOR CORP.

Ticker:       KLAC           Security ID:  482480100
Meeting Date: MAR 29, 2007   Meeting Type: Annual
Record Date:  FEB 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Raymond Bingham         For       For        Management
1.2   Elect Director Robert T. Bond             For       For        Management
1.3   Elect Director David C. Wang              For       For        Management
1.4   Elect Director Robert M. Calderoni        For       For        Management
2     Ratify Auditors                           For       For        Management


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael T. Strianese       For       For        Management
1.2   Elect Director Claude R. Canizares        For       For        Management
1.3   Elect Director Thomas A. Corcoran         For       For        Management
1.4   Elect Director Alan H. Washkowitz         For       For        Management
2     Ratify Auditors                           For       For        Management


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

LAMAR ADVERTISING COMPANY

Ticker:       LAMR           Security ID:  512815101
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Maxwell Hamilton      For       For        Management
1.2   Elect Director Robert M. Jelenic          For       For        Management
1.3   Elect Director Stephen P. Mumblow         For       For        Management
1.4   Elect Director Thomas V. Reifenheiser     For       For        Management
1.5   Elect Director Anna Reilly                For       For        Management
1.6   Elect Director Kevin P. Reilly, Jr.       For       For        Management
1.7   Elect Director Wendell Reilly             For       For        Management
2     Ratify Auditors                           For       For        Management


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

M & T BANK CORP.

Ticker:       MTB            Security ID:  55261F104
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brent D. Baird             For       For        Management
1.2   Elect Director Robert J. Bennet           For       For        Management
1.3   Elect Director C. Angela Bontempo         For       For        Management
1.4   Elect Director Robert T. Brady            For       Withhold   Management
1.5   Elect Director Michael D. Buckley         For       For        Management
1.6   Elect Director T.J. Cunningham III        For       For        Management
1.7   Elect Director Mark J. Czarnecki          For       For        Management
1.8   Elect Director Colm E. Doherty            For       For        Management
1.9   Elect Director Richard E. Garman          For       For        Management
1.10  Elect Director Daniel R. Hawbaker         For       For        Management
1.11  Elect Director Patrick W.E. Hodgson       For       For        Management
1.12  Elect Director Richard G. King            For       For        Management
1.13  Elect Director Reginald B. Newman II      For       For        Management
1.14  Elect Director Jorge G. Pereira           For       For        Management
1.15  Elect Director Michael P. Pinto           For       For        Management
1.16  Elect Director Robert E. Sadler, Jr.      For       For        Management
1.17  Elect Director Eugene J. Sheehy           For       For        Management
1.18  Elect Director Stephen G. Sheetz          For       For        Management
1.19  Elect Director Herbert L. Washington      For       For        Management
1.20  Elect Director Robert G. Wilmers          For       For        Management
2     Ratify Auditors                           For       For        Management


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Finnegan           For       For        Management
1.2   Elect Director Joseph W. Prueher          For       For        Management
1.3   Elect Director Ann N. Reese               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards


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

MONEYGRAM INTERNATIONAL, INC.

Ticker:       MGI            Security ID:  60935Y109
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jess T. Hay                For       For        Management
1.2   Elect Director Linda Johnson Rice         For       For        Management
1.3   Elect Director Albert M. Teplin           For       For        Management
1.4   Elect Director Timothy R. Wallace         For       For        Management
2     Ratify Auditors                           For       For        Management


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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 7, 2007    Meeting Type: Proxy Contest
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Zander                  For       Did Not    Management
                                                          Vote
1.2   Elect Director D. Dorman                  For       Did Not    Management
                                                          Vote
1.3   Elect Director J. Lewent                  For       Did Not    Management
                                                          Vote
1.4   Elect Director T. Meredith                For       Did Not    Management
                                                          Vote
1.5   Elect Director N. Negroponte              For       Did Not    Management
                                                          Vote
1.6   Elect Director S. Scott, III              For       Did Not    Management
                                                          Vote
1.7   Elect Director R. Sommer                  For       Did Not    Management
                                                          Vote
1.8   Elect Director J. Stengel                 For       Did Not    Management
                                                          Vote
1.9   Elect Director D. Warner, III             For       Did Not    Management
                                                          Vote
1.10  Elect Director J. White                   For       Did Not    Management
                                                          Vote
1.11  Elect Director M. White                   For       Did Not    Management
                                                          Vote
2     Amend Qualified Employee Stock Purchase   For       Did Not    Management
      Plan                                                Vote
3     Advisory Vote to Ratify Named Executive   Against   Did Not    Shareholder
      Officers' Compensation                              Vote
4     Claw-back of Payments under Restatements  Against   Did Not    Shareholder
                                                          Vote
1.1   Elect Director Carl C. Icahn              For       For        Management
1.2   Elect Director E. Zander                  For       For        Management
1.3   Elect Director D. Dorman                  For       For        Management
1.4   Elect Director J. Lewent                  For       For        Management
1.5   Elect Director T. Meredith                For       For        Management
1.6   Elect Director N. Negroponte              For       For        Management
1.7   Elect Director S. Scott, III              For       For        Management
1.8   Elect Director R. Sommer                  For       For        Management
1.9   Elect Director J. Stengel                 For       For        Management
1.10  Elect Director D. Warner, III             For       For        Management
1.11  Elect Director M. White                   For       For        Management
2     Amend Qualified Employee Stock Purchase   None      For        Management
      Plan
3     Advisory Vote to Ratify Named Executive   For       For        Shareholder
      Officers' Compensation
4     Claw-back of Payments under Restatements  None      For        Shareholder


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ben A. Guill               For       For        Management
1.2   Elect Director Roger L. Jarvis            For       For        Management
1.3   Elect Director Eric L. Mattson            For       For        Management
2     Ratify Auditors                           For       For        Management


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

NII HOLDINGS, INC.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Donovan               For       Withhold   Management
1.2   Elect Director Steven P. Dussek           For       Withhold   Management
1.3   Elect Director Steven M. Shindler         For       For        Management
2     Ratify Auditors                           For       For        Management


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  APR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Wren               For       For        Management
1.2   Elect Director Bruce Crawford             For       For        Management
1.3   Elect Director Robert Charles Clark       For       For        Management
1.4   Elect Director Leonard S. Coleman, Jr.    For       For        Management
1.5   Elect Director Errol M. Cook              For       For        Management
1.6   Elect Director Susan S. Denison           For       For        Management
1.7   Elect Director Michael A. Henning         For       For        Management
1.8   Elect Director John R. Murphy             For       For        Management
1.9   Elect Director John R. Purcell            For       For        Management
1.10  Elect Director Linda Johnson Rice         For       For        Management
1.11  Elect Director Gary L. Roubos             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

ONEBEACON INSURANCE GROUP LTD

Ticker:                      Security ID:  G67742109
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lois W. Grady              For       For        Management
1.2   Elect Director T. Michael Miller          For       Withhold   Management
1.3   Elect Director Lowndes A. Smith           For       For        Management
1.4   Elect Director Kent D. Urness             For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management


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

OSHKOSH TRUCK CORP.

Ticker:       OSK            Security ID:  688239201
Meeting Date: FEB 6, 2007    Meeting Type: Annual
Record Date:  DEC 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. William Andersen        For       For        Management
1.2   Elect Director Robert G. Bohn             For       For        Management
1.3   Elect Director Robert A. Cornog           For       For        Management
1.4   Elect Director Richard M. Donnelly        For       For        Management
1.5   Elect Director Donald V. Fites            For       For        Management
1.6   Elect Director Frederick M. Franks, Jr    For       For        Management
1.7   Elect Director Michael W. Grebe           For       For        Management
1.8   Elect Director Kathleen J. Hempel         For       For        Management
1.9   Elect Director Harvey N. Medvin           For       For        Management
1.10  Elect Director J. Peter Mosling, Jr.      For       For        Management
1.11  Elect Director Richard G. Sim             For       For        Management
2     Ratify Auditors                           For       For        Management


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

PROSPERITY BANCSHARES, INC.

Ticker:       PRSP           Security ID:  743606105
Meeting Date: DEC 13, 2006   Meeting Type: Special
Record Date:  OCT 30, 2006

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


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

PROSPERITY BANCSHARES, INC.

Ticker:       PRSP           Security ID:  743606105
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leah Henderson             For       For        Management
1.2   Elect Director Ned S. Holmes              For       For        Management
1.3   Elect Director Tracy T. Rudolph           For       For        Management
1.4   Elect Director David Zalman               For       For        Management
1.5   Elect Director James D. Rollins III       For       For        Management
1.6   Elect Director L. Don Stricklin           For       For        Management
2     Ratify Auditors                           For       For        Management


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

RANGE RESOURCES CORPORATION

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles L. Blackburn       For       For        Management
1.2   Elect Director Anthony V. Dub             For       For        Management
1.3   Elect Director V. Richard Eales           For       For        Management
1.4   Elect Director Allen Finkelson            For       For        Management
1.5   Elect Director Jonathan S. Linker         For       For        Management
1.6   Elect Director Kevin S. McCarthy          For       For        Management
1.7   Elect Director John H. Pinkerton          For       For        Management
1.8   Elect Director Jeffrey L. Ventura         For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

REINSURANCE GROUP OF AMERICA, INCORPORATED

Ticker:       RGA            Security ID:  759351109
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Bartlett        For       For        Management
1.2   Elect Director Alan C. Henderson          For       For        Management
1.3   Elect Director A. Greig Woodring          For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Company Specific - Sales of Securities    For       Against    Management


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

RENAISSANCERE HOLDINGS LTD.

Ticker:       RNR            Security ID:  G7496G103
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Hecht          For       For        Management
1.2   Elect  Director Henry Klehm III           For       For        Management
1.3   Elect  Director Nicholas L. Trivisonno    For       For        Management
2     Ratify Auditors                           For       For        Management


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

SCANA CORPORATION

Ticker:       SCG            Security ID:  80589M102
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Hayne Hipp              For       For        Management
1.2   Elect Director Harold C. Stowe            For       For        Management
1.3   Elect Director G. Smedes York             For       For        Management
2     Ratify Auditors                           For       For        Management


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

SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Juanita Powell Baranco     For       For        Management
1.2   Elect Director Dorrit J. Bern             For       For        Management
1.3   Elect Director Francis S. Blake           For       For        Management
1.4   Elect Director Thomas F. Chapman          For       For        Management
1.5   Elect Director H.William Habermeyer, Jr.  For       For        Management
1.6   Elect Director Donald M. James            For       For        Management
1.7   Elect Director J.Neal Purcell             For       For        Management
1.8   Elect Director David M. Ratcliffe         For       For        Management
1.9   Elect Director William G. Smith, Jr.      For       For        Management
1.10  Elect Director Gerald J. St. Pe           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Emission Reduction Goals        Against   Abstain    Shareholder


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

SPIRIT AEROSYSTEMS HOLDINGS, INC

Ticker:       SPR            Security ID:  848574109
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ivor (Ike) Evans           For       For        Management
1.2   Elect Director Paul Fulchino              For       Withhold   Management
1.3   Elect Director Richard Gephardt           For       Withhold   Management
1.4   Elect Director Robert Johnson             For       For        Management
1.5   Elect Director Ronald Kadish              For       For        Management
1.6   Elect Director Cornelius (Connie Mack)    For       For        Management
      McGillicuddy, III
1.7   Elect Director Seth Mersky                For       Withhold   Management
1.8   Elect Director Francis Raborn             For       For        Management
1.9   Elect Director Jeffrey L. Turner          For       Withhold   Management
1.10  Elect Director Nigel Wright               For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

SPRINT NEXTEL CORP

Ticker:       S              Security ID:  852061100
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Keith J. Bane              For       For        Management
2     Elect Director Robert R. Bennett          For       For        Management
3     Elect Director Gordon M. Bethune          For       For        Management
4     Elect Director Frank M. Drendel           For       For        Management
5     Elect Director Gary D. Forsee             For       For        Management
6     Elect Director James H. Hance, Jr.        For       For        Management
7     Elect Director V. Janet Hill              For       For        Management
8     Elect Director Irvine O. Hockaday, Jr.    For       For        Management
9     Elect Director Linda Koch Lorimer         For       For        Management
10    Elect Director  William H. Swanson        For       For        Management
11    Ratify Auditors                           For       For        Management
12    Approve Omnibus Stock Plan                For       For        Management
13    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

STANCORP FINANCIAL GROUP, INC.

Ticker:       SFG            Security ID:  852891100
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerome J. Meyer            For       For        Management
1.2   Elect Director Ralph R. Peterson          For       For        Management
1.3   Elect Director E. Kay Stepp               For       For        Management
1.4   Elect Director Michael G. Thorne          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:       TSM            Security ID:  874039100
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ACCEPT 2006 BUSINESS REPORT AND        For       For        Management
      FINANCIAL STATEMENTS.
2     TO APPROVE THE PROPOSAL FOR DISTRIBUTION  For       For        Management
      OF 2006 PROFITS.
3     TO APPROVE THE CAPITALIZATION OF 2006     For       For        Management
      DIVIDENDS, 2006 EMPLOYEE PROFIT SHARING,
      AND CAPITAL SURPLUS.
4     TO APPROVE REVISIONS TO THE ARTICLES OF   For       For        Management
      INCORPORATION.
5     TO APPROVE REVISIONS TO INTERNAL POLICIES For       For        Management
      AND RULES AS FOLLOWS: (1) PROCEDURES FOR
      ACQUISITION OR DISPOSAL OF ASSETS; (2)
      POLICIES AND PROCEDURES FOR FINANCIAL
      DERIVATIVES TRANSACTIONS; (3) PROCEDURES
      FOR LENDING FUNDS TO OTHER PARTIES; (4)
      PROCEDURES FOR


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

THERMO ELECTRON CORP.

Ticker:       TMO            Security ID:  883556102
Meeting Date: AUG 30, 2006   Meeting Type: Special
Record Date:  JUL 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Amend Articles/Increase Authorized Common For       For        Management
      Stock and Change Company Name


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

TJX COMPANIES, INC., THE

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Brandon           For       Withhold   Management
1.2   Elect Director Bernard Cammarata          For       For        Management
1.3   Elect Director David T. Ching             For       For        Management
1.4   Elect Director Michael F. Hines           For       For        Management
1.5   Elect Director Amy B. Lane                For       For        Management
1.6   Elect Director Carol Meyrowitz            For       For        Management
1.7   Elect Director John F. O'Brien            For       For        Management
1.8   Elect Director Robert F. Shapiro          For       For        Management
1.9   Elect Director Willow B. Shire            For       For        Management
1.10  Elect Director Fletcher H. Wiley          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

UTI WORLDWIDE INC.

Ticker:       UTIW           Security ID:  G87210103
Meeting Date: JUN 11, 2007   Meeting Type: Annual
Record Date:  MAY 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. John Langley, Jr.      For       For        Management
1.2   Elect  Director Allan Rosenzweig          For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management


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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel E. Beall, III       For       For        Management
1.2   Elect Director Dennis E. Foster           For       For        Management
1.3   Elect Director Francis X. Frantz          For       For        Management
1.4   Elect Director Jeffery R. Gardner         For       For        Management
1.5   Elect Director Jeffrey T. Hinson          For       For        Management
1.6   Elect Director Judy K. Jones              For       For        Management
1.7   Elect Director William A. Montgomery      For       For        Management
1.8   Elect Director Frank E. Reed              For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Stock Retention/Holding Period            Against   Against    Shareholder


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

WPP GROUP PLC

Ticker:       WPPGY          Security ID:  929309409
Meeting Date: JUN 26, 2007   Meeting Type: Annual
Record Date:  JUN 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND APPROVE THE AUDITED        For       For        Management
      ACCOUNTS.
2     TO DECLARE A FINAL DIVIDEND.              For       For        Management
3     TO RE-ELECT PHILIP LADER-CHAIRMAN OF THE  For       For        Management
      COMPANY & NOMINATION COMMITTEE AND MEMBER
      OF THE COMPENSATION COMMITTEE AS A
      DIRECTOR
4     TO RE-ELECT ESTHER DYSON-MEMBER OF THE    For       For        Management
      COMPENSATION AND AUDIT COMMITTEES AS A
      DIRECTOR
5     TO RE-ELECT STANLEY MORTEN-MEMBER OF THE  For       Abstain    Management
      AUDIT COMMITTEE AND SENIOR INDEPENDENT
      DIRECTOR AS A DIRECTOR
6     TO RE-ELECT JOHN QUELCH AS A DIRECTOR     For       For        Management
7     TO RE-ELECT PAUL RICHARDSON AS A DIRECTOR For       For        Management
8     Ratify Auditors                           For       For        Management
9     TO AUTHORIZE THE DIRECTORS TO ALLOT       For       For        Management
      EQUITY SECURITIES.
10    TO AUTHORIZE THE COMPANY TO PURCHASES ITS For       For        Management
      OWN SHARES.
11    TO AUTHORIZE THE DISAPPLICATION OF        For       For        Management
      PRE-EMPTION RIGHTS.
12    TO APPROVE THE REMUNERATION REPORT OF THE For       For        Management
      DIRECTORS.
13    TO APPROVE ELECTRONIC COMMUNICATIONS.     For       For        Management


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

ZEBRA TECHNOLOGIES CORP.

Ticker:       ZBRA           Security ID:  989207105
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gerhard Cless              For       For        Management
1.2   Elect Director Michael A. Smith           For       For        Management
2     Ratify Auditors                           For       For        Management


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

ZIONS BANCORPORATION

Ticker:       ZION           Security ID:  989701107
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger B. Porter            For       For        Management
1.2   Elect Director L.E. Simmons               For       For        Management
1.3   Elect Director Steven C. Wheelwright      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management
========== END NPX REPORT

                                   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 (Formerly Oppenheimer Quest Capital Value Fund, Inc.)

By (Signature and Title)*:  /s/ John V. Murphy
                            ------------------
                            John V. Murphy, President

Date:  August 30, 2007

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