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 Quest Capital Value 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:                                              07/01/2005-06/30/2006

Item 1.           Proxy Voting Record


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

ICA File Number: 811-04797
Reporting Period: 07/01/2005 - 06/30/2006
Oppenheimer Quest Capital Value Fund, Inc.









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


ACTUANT CORP

Ticker:       ATU            Security ID:  00508X203
Meeting Date: JAN 13, 2006   Meeting Type: Annual
Record Date:  NOV 18, 2005

#     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 Larry D. Yost             For       For        Management
2     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
3     Amend Omnibus Stock Plan                  For       For        Management


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ALLIANT TECHSYSTEMS INC.

Ticker:       ATK            Security ID:  018804104
Meeting Date: AUG 2, 2005    Meeting Type: Annual
Record Date:  JUN 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frances D. Cook           For       For        Management
1.2   Elect  Director Gilbert F. Decker         For       For        Management
1.3   Elect  Director General Ronald R.         For       For        Management
      Fogleman
1.4   Elect  Director Admiral David E. Jeremiah For       For        Management
1.5   Elect  Director Roman Martinez, IV        For       For        Management
1.6   Elect  Director Daniel J. Murphy          For       For        Management
1.7   Elect  Director General Robert W.         For       For        Management
      RisCassi
1.8   Elect  Director Michael T. Smith          For       For        Management
1.9   Elect  Director William G. Van Dyke       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Adopt Ethical Criteria for Military       Against   Abstain    Shareholder
      Contracts


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ALLTEL CORP.

Ticker:       AT             Security ID:  020039103
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Crown           For       For        Management
1.2   Elect Director Joe T. Ford                For       For        Management
1.3   Elect Director John P. McConnell          For       For        Management
1.4   Elect Director Josie C. Natori            For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel F. Akerson          For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director Ursula M. Burns            For       For        Management
1.4   Elect Director Kenneth I. Chenault        For       For        Management
1.5   Elect Director Peter Chernin              For       For        Management
1.6   Elect Director Peter R. Dolan             For       For        Management
1.7   Elect Director Vernon E. Jordan, Jr.      For       For        Management
1.8   Elect Director Jan Leschly                For       For        Management
1.9   Elect Director Ricahrd A. McGinn          For       For        Management
1.10  Elect Director Edward D. Miller           For       For        Management
1.11  Elect Director Frank P. Popoff            For       For        Management
1.12  Elect Director Robert D. Walter           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit/Prohibit Executive Stock-Based      Against   Against    Shareholder
      Awards
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Exclude Reference to Sexual Orientation   Against   Abstain    Shareholder
      from the Company's EEO Statement
6     Company-Specific -- Reimbursement of      Against   Abstain    Shareholder
      Expenses for Certain
      Shareholder-Nominated Director Candidates


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AMERIPRISE FINANCIAL, INC.

Ticker:       AMP            Security ID:  03076C106
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ira D. Hall                For       For        Management
1.2   Elect Director Jeffrey Noddle             For       For        Management
1.3   Elect Director Richard F. Powers, III     For       For        Management
2     Ratify Auditors                           For       For        Management


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AMPHENOL CORP.

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward G. Jepsen           For       For        Management
1.2   Elect Director John R. Lord               For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management


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ANIXTER INTERNATIONAL INC.

Ticker:       AXE            Security ID:  035290105
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lord James Blyth           For       For        Management
1.2   Elect Director Linda Walker Bynoe         For       For        Management
1.3   Elect Director Robert L. Crandall         For       For        Management
1.4   Elect Director Robert W. Grubbs Jr.       For       For        Management
1.5   Elect Director F. Philip Handy            For       For        Management
1.6   Elect Director Melvyn N. Klein            For       For        Management
1.7   Elect Director George Munoz               For       For        Management
1.8   Elect Director Stuart M. Sloan            For       For        Management
1.9   Elect Director Thomas C. Theobald         For       For        Management
1.10  Elect Director Matthew Zell               For       For        Management
1.11  Elect Director Samuel Zell                For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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APPLEBEES INTERNATIONAL, INC.

Ticker:       APPB           Security ID:  037899101
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gina R. Boswell            For       For        Management
1.2   Elect Director David L. Goebel            For       For        Management
1.3   Elect Director Douglas R. Conant          For       For        Management
1.4   Elect Director D. Patrick Curran          For       For        Management
1.5   Elect Director Steven K. Lumpkin          For       For        Management
1.6   Elect Director Rogelio Rebolledo          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Progress Made Toward            Against   Abstain    Shareholder
      Development of New USDA-Approved Method
      of Poultry Slaughter


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BECKMAN COULTER, INC.

Ticker:       BEC            Security ID:  075811109
Meeting Date: APR 12, 2006   Meeting Type: Annual
Record Date:  FEB 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter B. Dervan, Ph.D.     For       For        Management
1.2   Elect Director Scott Garrett              For       For        Management
1.3   Elect Director R.J. Lavizzo-Mourey, Md    For       For        Management
1.4   Elect Director Glenn S. Schafer           For       For        Management


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BP PLC  (FORM. BP AMOCO PLC )

Ticker:       BP             Security ID:  055622104
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  FEB 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND THE ACCOUNTS
2     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
3.1   Elect  Director Dr D C Allen              For       For        Management
3.2   Elect  Director Lord Browne               For       For        Management
3.3   Elect  Director Mr J H  Bryan             For       For        Management
3.4   Elect  Director Mr A  Burgmans            For       For        Management
3.5   Elect  Director Mr I C  Conn              For       For        Management
3.6   Elect  Director Mr E B  Davis, Jr         For       For        Management
3.7   Elect  Director Mr D J  Flint             For       For        Management
3.8   Elect  Director Dr B E  Grote             For       For        Management
3.9   Elect  Director Dr A B  Hayward           For       For        Management
3.10  Elect  Director Dr D S  Julius            For       For        Management
3.11  Elect  Director Sir Tom Mckillop          For       For        Management
3.12  Elect  Director Mr J A  Manzoni           For       For        Management
3.13  Elect  Director Dr W E  Massey            For       For        Management
3.14  Elect  Director Sir Ian Prosser           For       For        Management
3.15  Elect  Director Mr M H Wilson             For       For        Management
3.16  Elect  Director Mr P D Sutherland         For       For        Management
4     Ratify Auditors                           For       For        Management
5     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
6     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
7     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      WITHOUT MAKING AN OFFER TO SHAREHOLDERS


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BRINKER INTERNATIONAL, INC.

Ticker:       EAT            Security ID:  109641100
Meeting Date: OCT 20, 2005   Meeting Type: Annual
Record Date:  AUG 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas H. Brooks          For       For        Management
1.2   Elect Director Robert M. Gates            For       For        Management
1.3   Elect Director Marvin J. Girouard         For       For        Management
1.4   Elect Director Ronald Kirk                For       For        Management
1.5   Elect Director George R. Mrkonic          For       For        Management
1.6   Elect Director Erle Nye                   For       For        Management
1.7   Elect Director James E. Oesterreicher     For       For        Management
1.8   Elect Director Rosendo G. Parra           For       For        Management
1.9   Elect Director Cece Smith                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Nonemployee Director and Consultant For       For        Management
      Stock Plan
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Approve Restricted Stock Unit Plan        For       For        Management
7     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


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CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard D. Fairbank        For       For        Management
1.2   Elect Director E.R. Campbell              For       For        Management
1.3   Elect Director Stanley Westreich          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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CDW CORP.

Ticker:       CDWC           Security ID:  12512N105
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michelle L. Collins        For       For        Management
1.2   Elect Director Casey G. Cowell            For       For        Management
1.3   Elect Director John A. Edwardson          For       For        Management
1.4   Elect Director Daniel S. Goldin           For       For        Management
1.5   Elect Director Thomas J. Hansen           For       For        Management
1.6   Elect Director Donald P. Jacobs           For       For        Management
1.7   Elect Director Stephan A. James           For       For        Management
1.8   Elect Director Michael P. Krasny          For       For        Management
1.9   Elect Director Terry L. Lengfelder        For       For        Management
1.10  Elect Director Susan D. Wellington        For       For        Management
1.11  Elect Director Brian E. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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CHOICEPOINT INC.

Ticker:       CPS            Security ID:  170388102
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M. Anne Szostak            For       For        Management
1.2   Elect Director E. Renae Conley            For       For        Management
1.3   Elect Director Douglas C. Curling         For       For        Management
1.4   Elect Director Kenneth G. Langone         For       For        Management
1.5   Elect Director Charles I. Story           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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CINERGY CORP.

Ticker:       CIN            Security ID:  172474108
Meeting Date: MAR 10, 2006   Meeting Type: Special
Record Date:  JAN 17, 2006

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


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CIT GROUP INC

Ticker:       CIT            Security ID:  125581108
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 23, 2006

#     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 Hon. Thomas H. Kean        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
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Michael Armstrong       For       Did Not    Management
                                                          Vote
1.2   Elect Director Alain J.P. Belda           For       Did Not    Management
                                                          Vote
1.3   Elect Director George David               For       Did Not    Management
                                                          Vote
1.4   Elect Director Kenneth T. Derr            For       Did Not    Management
                                                          Vote
1.5   Elect Director John M. Deutch             For       Did Not    Management
                                                          Vote
1.6   Elect Director Roberto Hernandez Ramirez  For       Did Not    Management
                                                          Vote
1.7   Elect Director Ann Dibble Jordan          For       Did Not    Management
                                                          Vote
1.8   Elect Director Klaus Kleinfeld            For       Did Not    Management
                                                          Vote
1.9   Elect Director Andrew N. Liveris          For       Did Not    Management
                                                          Vote
1.10  Elect Director Dudley C. Mecum            For       Did Not    Management
                                                          Vote
1.11  Elect Director Anne M. Mulcahy            For       Did Not    Management
                                                          Vote
1.12  Elect Director Richard D. Parsons         For       Did Not    Management
                                                          Vote
1.13  Elect Director Charles Prince             For       Did Not    Management
                                                          Vote
1.14  Elect Director Dr. Judith Rodin           For       Did Not    Management
                                                          Vote
1.15  Elect Director Robert E. Rubin            For       Did Not    Management
                                                          Vote
1.16  Elect Director Franklin A. Thomas         For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Reduce Supermajority Vote Requirement     For       Did Not    Management
                                                          Vote
4     Reduce Supermajority Vote Requirement     For       Did Not    Management
                                                          Vote
5     Reduce Supermajority Vote Requirement     For       Did Not    Management
                                                          Vote
6     End Issuance of Options and Prohibit      Against   Did Not    Shareholder
      Repricing                                           Vote
7     Report on Political Contributions         Against   Did Not    Shareholder
                                                          Vote
8     Report on Charitable Contributions        Against   Did Not    Shareholder
                                                          Vote
9     Performance-Based Equity Awards           Against   Did Not    Shareholder
                                                          Vote
10    Reimbursement of Expenses Incurred by     Against   Did Not    Shareholder
      Shareholder(s)                                      Vote
11    Separate Chairman and CEO Positions       Against   Did Not    Shareholder
                                                          Vote
12    Clawback of Payments Under Restatement    Against   Did Not    Shareholder
                                                          Vote


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CLAIRES STORES, INC.

Ticker:       CLE            Security ID:  179584107
Meeting Date: JUN 27, 2006   Meeting Type: Annual
Record Date:  MAY 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marla L. Schaefer          For       For        Management
1.2   Elect Director E. Bonnie Schaefer         For       For        Management
1.3   Elect Director Ira D. Kaplan              For       For        Management
1.4   Elect Director Bruce G. Miller            For       For        Management
1.5   Elect Director Steven H. Tishman          For       For        Management
1.6   Elect Director Ann Spector Lieff          For       For        Management
1.7   Elect Director Martha Clark Goss          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt MacBride Principles                 Against   Abstain    Shareholder


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CONSECO, INC.

Ticker:       CNO            Security ID:  208464883
Meeting Date: AUG 29, 2005   Meeting Type: Annual
Record Date:  JUL 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Debra J. Perry             For       For        Management
1.2   Elect Director Philip R. Roberts          For       For        Management
1.3   Elect Director William S. Kirsch          For       For        Management
1.4   Elect Director Michael T. Tokarz          For       For        Management
1.5   Elect Director R. Glenn Hilliard          For       For        Management
1.6   Elect Director Michael S. Shannon         For       For        Management
1.7   Elect Director Neal C. Schneider          For       For        Management
1.8   Elect Director John G. Turner             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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CONSECO, INC.

Ticker:       CNO            Security ID:  208464883
Meeting Date: MAY 23, 2006   Meeting Type: Annual
Record Date:  APR 4, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Debra J. Perry             For       For        Management
1.2   Elect Director Philip R. Roberts          For       For        Management
1.3   Elect Director William S. Kirsch          For       For        Management
1.4   Elect Director Michael T. Tokarz          For       For        Management
1.5   Elect Director R. Glenn Hilliard          For       For        Management
1.6   Elect Director Michael S. Shannon         For       For        Management
1.7   Elect Director Neal C. Schneider          For       For        Management
1.8   Elect Director John G. Turner             For       For        Management
2     Ratify Auditors                           For       For        Management


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CONTINENTAL AIRLINES, INC.

Ticker:       CAL            Security ID:  210795308
Meeting Date: JUN 6, 2006    Meeting Type: Annual
Record Date:  APR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas J. Barrack, Jr.     For       For        Management
1.2   Elect Director Kirbyjon H. Caldwell       For       For        Management
1.3   Elect Director Lawrence W. Kellner        For       For        Management
1.4   Elect Director Douglas H. McCorkindale    For       For        Management
1.5   Elect Director Henry L. Meyer III         For       For        Management
1.6   Elect Director Oscar Munoz                For       For        Management
1.7   Elect Director George G.C. Parker         For       For        Management
1.8   Elect Director Jeffery A. Smisek          For       For        Management
1.9   Elect Director Karen Hastie Williams      For       For        Management
1.10  Elect Director Ronald B. Woodard          For       For        Management
1.11  Elect Director Charles A. Yamarone        For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Ratify Auditors                           For       For        Management
5     Affirm Political Nonpartisanship          Against   Abstain    Shareholder
6     Other Business                            None      Against    Management


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COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JUN 14, 2006   Meeting Type: Annual
Record Date:  APR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kathleen Brown             For       For        Management
1.2   Elect Director Jeffrey M. Cunningham      For       For        Management
1.3   Elect Director Martin R. Melone           For       For        Management
1.4   Elect Director Robert T. Parry            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Report of the Compensation        Against   For        Shareholder
      Committee


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DAVITA INC.

Ticker:       DVA            Security ID:  23918K108
Meeting Date: MAY 15, 2006   Meeting Type: Annual
Record Date:  MAR 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nancy-Ann DeParle          For       For        Management
1.2   Elect Director Richard B. Fontaine        For       For        Management
1.3   Elect Director Peter T. Grauer            For       For        Management
1.4   Elect Director C. Raymond Larkin, Jr.     For       For        Management
1.5   Elect Director John M. Nehra              For       For        Management
1.6   Elect Director William L. Roper, M.D.     For       For        Management
1.7   Elect Director Kent J. Thiry              For       For        Management
1.8   Elect Director Richard C. Vaughan         For       For        Management
2     Ratify Auditors                           For       For        Management


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

DELTA PETROLEUM CORP.

Ticker:       DPTR           Security ID:  247907207
Meeting Date: JAN 31, 2006   Meeting Type: Annual
Record Date:  DEC 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger A. Parker            For       For        Management
1.2   Elect Director Kevin R. Collins           For       For        Management
1.3   Elect Director Jerrie F. Eckelberger      For       For        Management
1.4   Elect Director Aleron H. Larson, Jr.      For       For        Management
1.5   Elect Director Russell S. Lewis           For       For        Management
1.6   Elect Director Jordan R. Smith            For       For        Management
1.7   Elect Director Neal A. Stanley            For       For        Management
1.8   Elect Director James P. Van Blarcom       For       For        Management
1.9   Elect Director James B. Wallace           For       For        Management
2     Ratify Auditor                            For       For        Management
3     Change State of Incorporation [Colorado   For       Against    Management
      to Delaware]


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

DIGITAS, INC

Ticker:       DTAS           Security ID:  25388K104
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gregor S. Bailar           For       For        Management
2     Ratify Auditors                           For       For        Management


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

DRS TECHNOLOGIES, INC.

Ticker:       DRS            Security ID:  23330X100
Meeting Date: AUG 4, 2005    Meeting Type: Annual
Record Date:  JUN 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mark S. Newman            For       For        Management
1.2   Elect  Director Donald C. Fraser          For       For        Management
1.3   Elect  Director Steven S. Honigman        For       For        Management
2     Ratify Auditors                           For       For        Management


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

DRS TECHNOLOGIES, INC.

Ticker:       DRS            Security ID:  23330X100
Meeting Date: JAN 30, 2006   Meeting Type: Special
Record Date:  DEC 20, 2005

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


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

EATON CORP.

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Christopher M. Connor      For       For        Management
1.2   Elect Director Alexander M. Cutler        For       For        Management
1.3   Elect Director Deborah. L. McCoy          For       For        Management
1.4   Elect Director Gary L. Tooker             For       For        Management
2     Ratify Auditors                           For       For        Management


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 31, 2006   Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Boskin          For       For        Management
1.2   Elect Director William W. George          For       For        Management
1.3   Elect Director James R. Houghton          For       Withhold   Management
1.4   Elect Director William R. Howell          For       Withhold   Management
1.5   Elect Director Reatha Clark King          For       Withhold   Management
1.6   Elect Director Philip E. Lippincott       For       For        Management
1.7   Elect Director Henry A. McKinnell, Jr.    For       For        Management
1.8   Elect Director Marilyn Carlson Nelson     For       For        Management
1.9   Elect Director Samuel J. Palmisano        For       For        Management
1.10  Elect Director Walter V. Shipley          For       Withhold   Management
1.11  Elect Director J. Stephen Simon           For       For        Management
1.12  Elect Director Rex W. Tillerson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Company-Specific-Nominate Independent     Against   Against    Shareholder
      Director with Industry Experience
6     Require Director Nominee Qualifications   Against   Against    Shareholder
7     Non-Employee Director Compensation        Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   For        Shareholder
9     Review Executive Compensation             Against   Against    Shareholder
10    Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
11    Report on Political Contributions         Against   Abstain    Shareholder
12    Report on Charitable Contributions        Against   Abstain    Shareholder
13    Amend Equal Employment Opportunity Policy Against   Abstain    Shareholder
      to Prohibit Discrimination Based on
      Sexual Orientation
14    Report on Damage Resulting from Drilling  Against   Abstain    Shareholder
      for Oil and gas in Protected Areas
15    Report Accountability for Company's       Against   Abstain    Shareholder
      Environmental Impacts due to Operation


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

GARDNER DENVER, INC.

Ticker:       GDI            Security ID:  365558105
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ross J. Centanni           For       For        Management
1.2   Elect Director Richard L. Thompson        For       For        Management
2     Approve Increase in Common Stock and a    For       For        Management
      Stock Split


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director Sir 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 Jeffrey R. Immelt          For       For        Management
1.6   Elect Director Andrea Jung                For       For        Management
1.7   Elect Director Alan G. Lafley             For       For        Management
1.8   Elect Director Robert W. Lane             For       For        Management
1.9   Elect Director Ralph S. Larsen            For       For        Management
1.10  Elect Director Rochelle B. Lazarus        For       For        Management
1.11  Elect Director Sam Nunn                   For       For        Management
1.12  Elect Director Roger S. Penske            For       For        Management
1.13  Elect Director Robert J. Swieringa        For       For        Management
1.14  Elect Director Douglas A. Warner, III     For       For        Management
1.15  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Adopt Policy on Overboarded Directors     Against   For        Shareholder
5     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of the Retirees
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
8     Report on Environmental Policies          Against   Abstain    Shareholder


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

GENTEX CORP.

Ticker:       GNTX           Security ID:  371901109
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Fred Bauer                 For       For        Management
1.2   Elect Director Gary Goode                 For       For        Management
1.3   Elect Director J. Terry Moran             For       For        Management
2     Ratify Auditors                           For       For        Management


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

GOODRICH CORPORATION

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Diane C. Creel             For       Withhold   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 Douglas E. Olesen          For       For        Management
1.9   Elect Director Alfred M. Rankin, Jr.      For       For        Management
1.10  Elect Director James R. Wilson            For       For        Management
1.11  Elect Director A. Thomas Young            For       For        Management
2     Ratify Auditors                           For       For        Management


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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     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 Edward J. Kelly, III       For       For        Management
1.4   Elect Director Paul G. Kirk, Jr           For       For        Management
1.5   Elect Director Thomas M. Marra            For       For        Management
1.6   Elect Director Gail J. McGovern           For       For        Management
1.7   Elect Director Michael G. Morris          For       For        Management
1.8   Elect Director Robert W. Selander         For       For        Management
1.9   Elect Director Charles B. Strauss         For       For        Management
1.10  Elect Director H. Patrick Swygert         For       For        Management
1.11  Elect Director David K. Zwiener           For       For        Management
2     Ratify Auditors                           For       For        Management


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

HUNTSMAN CORP

Ticker:       HUN            Security ID:  447011107
Meeting Date: NOV 2, 2005    Meeting Type: Annual
Record Date:  SEP 13, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jon M. Huntsman            For       For        Management
1.2   Elect Director Marsha J. Evans            For       For        Management
1.3   Elect Director David J. Matlin            For       For        Management
1.4   Elect Director Christopher R. Pechock     For       For        Management
2     Ratify Auditors                           For       For        Management


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

JABIL CIRCUIT, INC.

Ticker:       JBL            Security ID:  466313103
Meeting Date: JAN 19, 2006   Meeting Type: Annual
Record Date:  NOV 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Laurence S. Grafstein     For       For        Management
1.2   Elect  Director Mel S. Lavitt             For       For        Management
1.3   Elect  Director Timothy L. Main           For       For        Management
1.4   Elect  Director William D. Morean         For       For        Management
1.5   Elect  Director Lawrence J. Murphy        For       For        Management
1.6   Elect  Director Frank A. Newman           For       For        Management
1.7   Elect  Director Steven A. Raymund         For       For        Management
1.8   Elect  Director Thomas A. Sansone         For       For        Management
1.9   Elect  Director Kathleen A. Walters       For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management
6     Other Business                            For       Against    Management


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John H. Biggs              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 William B. Harrison, Jr.   For       For        Management
1.8   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.9   Elect Director John W. Kessler            For       For        Management
1.10  Elect Director Robert I. Lipp             For       For        Management
1.11  Elect Director Richard A. Manoogian       For       For        Management
1.12  Elect Director David C. Novak             For       For        Management
1.13  Elect Director Lee R. Raymond             For       For        Management
1.14  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 Equity Awards           Against   For        Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Remove Reference to Sexual Orientation    Against   Abstain    Shareholder
      from EEO Statement
7     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
8     Report on Lobbying Activities             Against   Abstain    Shareholder
9     Report on Political Contributions         Against   Abstain    Shareholder
10    Approve Terms of Existing Poison Pill     Against   Against    Shareholder
11    Provide for Cumulative Voting             Against   Against    Shareholder
12    Claw-back of Payments under Restatements  Against   Against    Shareholder
13    Require Director Nominee Qualifications   Against   Against    Shareholder


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter A. Cohen             For       For        Management
1.2   Elect Director Robert B. Millard          For       For        Management
1.3   Elect Director Arthur L. Simon            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

LA QUINTA CORP.

Ticker:       LQI            Security ID:  50419U202
Meeting Date: JAN 23, 2006   Meeting Type: Special
Record Date:  DEC 19, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       Did Not    Management
                                                          Vote


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

LABORATORY CORPORATION OF AMERICA HOLDINGS

Ticker:       LH             Security ID:  50540R409
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas P. Mac Mahon        For       For        Management
1.2   Elect Director Kerrii B. Anderson         For       For        Management
1.3   Elect Director Jean-Luc Belingard         For       Withhold   Management
1.4   Elect Director Wendy E. Lane              For       For        Management
1.5   Elect Director Robert E. Mittelstaedt,    For       For        Management
      Jr.
1.6   Elect Director Arthur H. Rubenstein       For       For        Management
1.7   Elect Director Andrew G. Wallace, M.D.    For       For        Management
1.8   Elect Director M. Keith Weikel, Ph.D.     For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

LAMAR ADVERTISING COMPANY

Ticker:       LAMR           Security ID:  512815101
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  APR 3, 2006

#     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     Amend Omnibus Stock Plan                  For       Against    Management


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

M & T BANK CORP.

Ticker:       MTB            Security ID:  55261F104
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brent D. Baird             For       For        Management
1.2   Elect Director Robert J. Bennett          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 Emerson L. Brumback        For       For        Management
1.6   Elect Director Michael D. Buckley         For       For        Management
1.7   Elect Director T.J. Cunningham III        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


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

MBIA INC.

Ticker:       MBI            Security ID:  55262C100
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph W. Brown            For       For        Management
1.2   Elect Director C. Edward Chaplin          For       For        Management
1.3   Elect Director David C. Clapp             For       For        Management
1.4   Elect Director Gary C. Dunton             For       For        Management
1.5   Elect Director Claire L. Gaudiani         For       For        Management
1.6   Elect Director Daniel P. Kearney          For       For        Management
1.7   Elect Director Laurence H. Meyer          For       For        Management
1.8   Elect Director Debra J. Perry             For       For        Management
1.9   Elect Director John A. Rolls              For       For        Management
1.10  Elect Director Jeffery W. Yabuki          For       For        Management
2     Ratify Auditors                           For       For        Management


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alberto Cribiore           For       For        Management
1.2   Elect Director Aulana L. Peters           For       For        Management
1.3   Elect Director Charles O. Rossotti        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Compensation- Director Compensation       Against   Against    Shareholder
5     Review Executive Compensation             Against   Against    Shareholder


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

MGIC INVESTMENT CORP.

Ticker:       MTG            Security ID:  552848103
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Karl E. Case               For       For        Management
1.2   Elect Director Curt S. Culver             For       For        Management
1.3   Elect Director William A. McIntosh        For       For        Management
1.4   Elect Director Leslie M. Muma             For       For        Management
2     Ratify Auditors                           For       For        Management


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

NATIONAL OILWELL VARCO INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: JUL 22, 2005   Meeting Type: Annual
Record Date:  JUN 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert E. Beauchamp       For       For        Management
1.2   Elect  Director Jeffery A. Smisek         For       For        Management
1.3   Elect  Director James D. Woods            For       For        Management
2     Ratify Auditors                           For       For        Management


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

NATIONAL OILWELL VARCO INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Greg L. Armstrong          For       For        Management
1.2   Elect Director David D. Harrison          For       For        Management
1.3   Elect Director Merrill A. Miller, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management


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

OMNICARE, INC.

Ticker:       OCR            Security ID:  681904108
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward L. Hutton           For       For        Management
1.2   Elect Director Joel F. Gemunder           For       For        Management
1.3   Elect Director John T. Crotty             For       For        Management
1.4   Elect Director Charles H. Erhart, Jr.     For       For        Management
1.5   Elect Director Sandra E. Laney            For       For        Management
1.6   Elect Director Andrea R. Lindell, Dnsc    For       For        Management
1.7   Elect Director John H. Timoney            For       For        Management
1.8   Elect Director Amy Wallman                For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 23, 2006   Meeting Type: Annual
Record Date:  APR 7, 2006

#     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


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

OSHKOSH TRUCK CORP.

Ticker:       OSK            Security ID:  688239201
Meeting Date: FEB 7, 2006    Meeting Type: Annual
Record Date:  DEC 12, 2005

#     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


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

PACER INTERNATIONAL, INC.

Ticker:       PACR           Security ID:  69373H106
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew C. Clarke           For       For        Management
1.2   Elect Director Donald C. Orris            For       For        Management
1.3   Elect Director Robert S. Rennard          For       For        Management
1.4   Elect Director Robert F. Starzel          For       For        Management
2     Ratify Auditors                           For       For        Management


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

PDL BIOPHARMA INC

Ticker:       PDLI           Security ID:  69329Y104
Meeting Date: JUN 14, 2006   Meeting Type: Annual
Record Date:  APR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Karen A. Dawes             For       For        Management
1.2   Elect Director Bradford S. Goodwin        For       For        Management
1.3   Elect Director Mark Mcdade                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adjourn Meeting                           For       Against    Management


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

PETCO ANIMAL SUPPLIES, INC.

Ticker:       PETC           Security ID:  716016209
Meeting Date: JUL 28, 2005   Meeting Type: Annual
Record Date:  JUN 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David B. Appel            For       For        Management
1.2   Elect  Director Sandra N. Bane            For       For        Management
1.3   Elect  Director Julian C. Day             For       For        Management
2     Ratify Auditors                           For       For        Management


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

PLATINUM UNDERWRITERS HOLDINGS LTD

Ticker:       PTP            Security ID:  G7127P100
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Furlong Baldwin        For       For        Management
1.2   Elect  Director Jonathan F. Bank          For       For        Management
1.3   Elect  Director Dan R. Carmichael         For       For        Management
1.4   Elect  Director Robert V. Deutsch         For       For        Management
1.5   Elect  Director Steven H. Newman          For       For        Management
1.6   Elect  Director Michael D. Price          For       For        Management
1.7   Elect  Director Peter T. Pruitt           For       For        Management
2     TO CONSIDER AND TAKE ACTION ON A PROPOSAL For       For        Management
      TO AMEND THE BYE-LAWS OF THE COMPANY BY
      REMOVING BYE-LAW 51(4), WHICH WOULD LIMIT
      THE VOTING RIGHTS OF THE COMPANY S 6%
      SERIES A MANDATORY CONVERTIBLE PREFERRED
      SHARES.
3     TO CONSIDER AND TAKE ACTION ON A PROPOSAL For       For        Management
      TO APPROVE THE 2006 SHARE INCENTIVE PLAN.
4     TO CONSIDER AND TAKE ACTION UPON A        For       For        Management
      PROPOSAL TO RATIFY THE SELECTION OF KPMG
      LLP AS THE COMPANY S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
      2006 FISCAL YEAR.


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

PROSPERITY BANCSHARES, INC.

Ticker:       PRSP           Security ID:  743606105
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. Bouligny          For       For        Management
1.2   Elect Director Charles J. Howard, M.D.    For       For        Management
1.3   Elect Director S. Reed Morian             For       For        Management
1.4   Elect Director Robert Steelhammer         For       For        Management
1.5   Elect Director H.E. Timanus, Jr.          For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Ratify Auditors                           For       For        Management


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

RANGE RESOURCES CORPORATION

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     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       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Ratify Auditors                           For       For        Management


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

REINSURANCE GROUP OF AMERICA, INCORPORATED

Ticker:       RGA            Security ID:  759351109
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stuart I. Greenbaum        For       For        Management
1.2   Elect Director Leland C. Launer, Jr.      For       Withhold   Management
1.3   Elect Director Georgette A. Piligian      For       Withhold   Management


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

RUBY TUESDAY, INC.

Ticker:       RI             Security ID:  781182100
Meeting Date: OCT 5, 2005    Meeting Type: Annual
Record Date:  AUG 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bernard Lanigan, Jr.       For       For        Management
1.2   Elect Director James A. Haslam, III       For       For        Management
1.3   Elect Director Stephen I. Sadove          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Genetically Modified Organisms  Against   Abstain    Shareholder
      (GMOs)


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

SCANA CORPORATION

Ticker:       SCG            Security ID:  80589M102
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. Bennett           For       For        Management
1.2   Elect Director William C. Burkhardt       For       For        Management
1.3   Elect Director Lynne M. Miller            For       For        Management
1.4   Elect Director Maceo K. Sloan             For       For        Management
1.5   Elect Director Sharon A. Decker           For       For        Management
2     Ratify Auditors                           For       For        Management


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

SMURFIT - STONE CONTAINER CORP.

Ticker:       SSCC           Security ID:  832727101
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Boris             For       For        Management
1.2   Elect Director Connie K. Duckworth        For       For        Management
1.3   Elect Director Alan E. Goldberg           For       For        Management
1.4   Elect Director William T. Lynch, Jr.      For       For        Management
1.5   Elect Director Patrick J. Moore           For       For        Management
1.6   Elect Director James J. O'Connor          For       For        Management
1.7   Elect Director Jerry K. Pearlman          For       For        Management
1.8   Elect Director Thomas A. Reynolds, III    For       For        Management
1.9   Elect Director Eugene C. Sit              For       For        Management
1.10  Elect Director William D. Smithburg       For       For        Management
2     Ratify Auditors                           For       For        Management


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:       TSM            Security ID:  874039100
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ACCEPT 2005 BUSINESS REPORT AND        For       For        Management
      FINANCIAL STATEMENTS.
2     TO APPROVE THE PROPOSAL FOR DISTRIBUTION  For       For        Management
      OF 2005 PROFITS.
3     TO APPROVE THE CAPITALIZATION OF 2005     For       For        Management
      DIVIDENDS, 2005 EMPLOYEE PROFIT SHARING,
      AND CAPITAL SURPLUS.
4     TO APPROVE REVISIONS TO THE ARTICLES OF   For       For        Management
      INCORPORATION.
5.1   Elect  Director Morris Chang              For       Withhold   Management
5.2   Elect  Director J.C. Lobbezoo             For       Withhold   Management
5.3   Elect  Director F.C. Tseng                For       Withhold   Management
5.4   Elect  Director Stan Shih                 For       For        Management
5.5   Elect  Director Chintay Shih              For       Withhold   Management
5.6   Elect  Director Sir Peter L. Bonfield     For       For        Management
5.7   Elect  Director Lester Carl Thurow        For       For        Management
5.8   Elect  Director Rick Tsai                 For       Withhold   Management
5.9   Elect  Director Carleton S. Fiorina       For       For        Management
5.10  Elect  Director James C. Ho               For       Withhold   Management
5.11  Elect  Director Michael E. Porter         For       For        Management


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

TCF FINANCIAL CORP.

Ticker:       TCB            Security ID:  872275102
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Bieber          For       For        Management
1.2   Elect Director Gerald A. Schwalbach       For       For        Management
1.3   Elect Director Douglas A. Scovanner       For       For        Management
2     Amend Nonqualified Employee Stock         For       For        Management
      Purchase Plan
3     Ratify Auditors                           For       For        Management


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

TEKTRONIX, INC.

Ticker:       TEK            Security ID:  879131100
Meeting Date: SEP 22, 2005   Meeting Type: Annual
Record Date:  JUL 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pauline Lo Alker          For       For        Management
1.2   Elect  Director A. Gary Ames              For       For        Management
1.3   Elect  Director Gerry B. Cameron          For       For        Management
1.4   Elect  Director David N. Campbell         For       For        Management
1.5   Elect  Director Frank C. Gill             For       For        Management
1.6   Elect  Director Merrill A. McPeak         For       For        Management
1.7   Elect  Director Robin L. Washington       For       For        Management
1.8   Elect  Director Richard H. Wills          For       For        Management
1.9   Elect  Director Cyril J. Yansouni         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

TEXAS REGIONAL BANKSHARES, INC.

Ticker:       TRBS           Security ID:  882673106
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Morris Atlas               For       For        Management
1.2   Elect Director Robert F. Boggus           For       Withhold   Management
1.3   Elect Director Robert R. Farris           For       For        Management
1.4   Elect Director Hill A. Feinberg           For       For        Management
1.5   Elect Director C.K. Landrum, M.D.         For       For        Management
1.6   Elect Director David L. Lane              For       For        Management
1.7   Elect Director Jack H. Mayfield, Jr.      For       For        Management
1.8   Elect Director Joe Penland, Sr.           For       For        Management
1.9   Elect Director Joseph E. Reid             For       For        Management
1.10  Elect Director Glen E. Roney              For       For        Management
1.11  Elect Director Tudor G. Uhlhorn           For       For        Management
1.12  Elect Director Walter Umphrey             For       For        Management
1.13  Elect Director Mario Max Yzaguirre        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

THERMO ELECTRON CORP.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter J. Manning           For       Withhold   Management
1.2   Elect Director Jim P. Manzi               For       Withhold   Management
1.3   Elect Director Elaine S. Ullian           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

TJX COMPANIES, INC., THE

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 6, 2006    Meeting Type: Annual
Record Date:  APR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Brandon           For       For        Management
1.2   Elect Director Bernard Cammarata          For       For        Management
1.3   Elect Director Gary L. Crittenden         For       For        Management
1.4   Elect Director Gail Deegan                For       For        Management
1.5   Elect Director Dennis F. Hightower        For       For        Management
1.6   Elect Director Amy B. Lane                For       For        Management
1.7   Elect Director Richard G. Lesser          For       For        Management
1.8   Elect Director John F. O'Brien            For       For        Management
1.9   Elect Director Robert F. Shapiro          For       For        Management
1.10  Elect Director Willow B. Shire            For       For        Management
1.11  Elect Director Fletcher H. Wiley          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

WPP GROUP PLC

Ticker:       WPPGY          Security ID:  929309409
Meeting Date: JUN 27, 2006   Meeting Type: Annual
Record Date:  MAY 23, 2006

#     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
3.1   Elect  Director Colin Day                 For       For        Management
3.2   Elect  Director Philip Lader              For       For        Management
3.3   Elect  Director Esther Dyson              For       For        Management
3.4   Elect  Director Orit Gadiesh              For       For        Management
3.5   Elect  Director David Komansky            For       For        Management
3.6   Elect  Director Christopher Mackenzie     For       For        Management
3.7   Elect  Director Stanley Morten            For       For        Management
3.8   Elect  Director Koichiro Naganuma         For       For        Management
3.9   Elect  Director Lubna Olayan              For       For        Management
3.10  Elect  Director John Quelch               For       For        Management
3.11  Elect  Director Jeffrey Rosen             For       For        Management
3.12  Elect  Director Paul Spencer              For       For        Management
4     Ratify Auditors                           For       For        Management
5     TO AUTHORIZE THE DIRECTORS TO ALLOT       For       For        Management
      RELEVANT SECURITIES.
6     TO AUTHORIZE THE COMPANY TO PURCHASE ITS  For       For        Management
      OWN SHARES.
7     TO AUTHORIZE THE DIRECTORS TO ALLOT       For       For        Management
      EQUITY SECURITIES.
8     TO APPROVE THE REMUNERATION REPORT OF THE For       For        Management
      DIRECTORS.


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

WPP GROUP PLC

Ticker:       WPPGY          Security ID:  929309300
Meeting Date: SEP 26, 2005   Meeting Type: Special
Record Date:  AUG 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE SCHEME OF ARRANGEMENT      For       For        Management
      PROPOSED BY THE COMPANY UPON THE TERMS
      DESCRIBED IN THE SCHEME OF ARRANGEMENT
      AND EXPLANATORY STATEMENT
2     APPROVE SCHEME OF ARRANGEMENT, REDUCTION  For       For        Management
      AND SUBSEQUENT INCREASE IN SHARE CAPITAL,
      AUTHORIZE DIRECTORS TO ALLOT ORDINARY
      SHARES, CERTAIN CHANGES TO THE ARTICLES
      OF ASSN.**, CERTAIN CHANGES TO INCENTIVE
      SCHEMES**, & AUTHORIZE DIRECTORS TO ADOPT
      CERTAIN IN
3     TO APPROVE AND TO AUTHORIZE THE DIRECTORS For       For        Management
      OF NEW WPP TO ADOPT THE WPP 2005
      EXECUTIVE STOCK OPTION PLAN
4     TO APPROVE AND TO AUTHORIZE THE DIRECTORS For       For        Management
      OF NEW WPP TO ADOPT THE WPP 2005
      WORLDWIDE OWNERSHIP PLAN
5     TO AUTHORIZE THE DIRECTORS OF NEW WPP TO  For       For        Management
      ADOPT THE WPP 2004 LEADERSHIP EQUITY
      ACQUISITION PLAN
6     TO AUTHORIZE THE DIRECTORS OF NEW WPP TO  For       For        Management
      ADOPT THE WPP PERFORMANCE SHARE PLAN


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

XTO ENERGY INC

Ticker:       XTO            Security ID:  98385X106
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Phillip R. Kevil           For       For        Management
1.2   Elect Director Herbert D. Simons          For       For        Management
1.3   Elect Director Vaughn O. Vennerberg, II   For       For        Management
1.4   Elect Director Lane G. Collins            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

ZEBRA TECHNOLOGIES CORP.

Ticker:       ZBRA           Security ID:  989207105
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ross W. Manire             For       For        Management
1.2   Elect Director Dr. Robert J. Potter       For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

ZIONS BANCORPORATION

Ticker:       ZION           Security ID:  989701107
Meeting Date: MAY 1, 2006    Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.D. Cash                  For       For        Management
1.2   Elect Director Patricia Frobes            For       For        Management
1.3   Elect Director J. David Heaney            For       For        Management
1.4   Elect Director Harris H. Simmons          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     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 Quest Capital Value Fund, Inc.

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

Date:  August 17, 2006

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