EX-99

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

Accordingly, the following amounts have been reclassified for October 31, 2013. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Reduction to Accumulated Net Investment Loss	Reduction to Accumulated Net Realized Gain on Investments5
$23,719,784	$23,601,324	$47,321,108

5. $23,719,783, including $12,784,134 of long-term capital gain, was distributed in connection with Fund share redemptions.

EX-23

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Oppenheimer Equity Income Fund, Inc.:

In planning and performing our audit of the financial statements of Oppenheimer Equity Income Fund, Inc. (the Fund), as of and for the year ended October 31, 2013, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Fund’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities that we consider to be a material weakness as defined above as of October 31, 2013.

This report is intended solely for the information and use of management and the Board of Directors of Oppenheimer Equity Income Fund, Inc. and the Securities and Exchange Commission, and is not intended to be and should not be used by anyone other than these specified parties.

KPMG LLP

Denver, Colorado

December 26, 2013

EX-99.77C VOTES

OPPENHEIMER EQUITY INCOME FUND, INC. – EXHIBIT 77C

SPECIAL SHAREHOLDER MEETING (Unaudited)

On June 21, 2013, a shareholder meeting of Oppenheimer Equity Income Fund, Inc. (the “Fund”) was held at which the twelve Trustees identified below were elected to the Fund (Proposal No. 1).  At the meeting the sub-proposals below (Proposal No. 2 (including certain of its sub-proposals)) and an Agreement and Plan of Reorganization to reorganize the Fund into a Delaware statutory trust (Proposal No. 3) were approved as described in the Fund’s proxy statement dated April 12, 2013.  The following is a report of the votes cast:

Nominee/Proposal                                           For                                Withheld

Trustees

Brian F. Wruble                                           73,698,351                                2,341,076

David K. Downes                                        73,623,030                                2,416,397

Matthew P. Fink                                          73,642,283                                2,397,144

Edmund Giambastiani, Jr.                           73,651,151                                2,388,276

Phillip A. Griffiths                                        73,641,048                                2,398,379

Mary F. Miller                                              73,644,175                                2,395,252

Joel W. Motley                                            73,727,443                                2,311,984

Joanne Pace                                                 73,711,125                                2,328,302

Mary Ann Tynan                                        73,706,658                                2,332,769

Joseph M. Wikler                                        73,639,724                                2,399,703

Peter I. Wold                                                73,718,160                                2,321,268

William F. Glavin, Jr.                                   73,665,435                                2,373,992

2a:  Proposal to revise the fundamental policy relating to borrowing

For                              Against                                Abstain

52,353,413                             2,558,867                                2,691,100

2b-1:  Proposal to revise the fundamental policy relating to concentration of investments

For                              Against                                Abstain

52,495,128                              2,412,960                                2,695,294

2c-1:  Proposal to remove the fundamental policy relating to diversification of investments

For                              Against                                Abstain

52,149,095                              2,711,282                                2,743,013

2d:  Proposal to revise the fundamental policy relating to lending

For                              Against                                Abstain

52,116,387                              2,579,643                                2,907,356

2e:  Proposal to remove the additional fundamental policy relating to estate and commodities

For                              Against                                Abstain

52,358,067                              2,396,689                                2,848,627

2f:  Proposal to revise the fundamental policy relating to senior securities

For                              Against                                Abstain

52,298,232                              2,428,670                                2,876,480

2g:  Proposal to remove the additional fundamental policy relating to underwriting

For                              Against                                Abstain

52,211,007                              2,542,241                                2,850,134

Proposal 3:  To approve an Agreement and Plan of Reorganization that provides for the reorganization of a Fund from a Maryland corporation or Massachusetts business trust, as applicable, into a Delaware statutory trust.

For                              Against                                Abstain

52,917,125                              1,974,220                                2,712,046

On August 2, 2013, following an adjournment from a shareholder meeting held on June 21, 2013, a meeting of the Fund was held at which the sub-proposal below (Proposal No. 2r) was approved as described in the Fund’s Proxy Statement.   The following is a report of the votes cast:

2r:  Proposal to convert the Fund’s investment objective from fundamental to non-fundamental

For                              Against                                Abstain

55,807,453                              5,620,124                                5,902,351

EX-99.77E LEGAL

N-SAR EXHIBIT 77E

Pending Litigation.  Since 2009, seven class action lawsuits have been pending in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”).  The lawsuits also name as defendants certain officers and current and former trustees of the respective Defendant Funds.  The lawsuits raise claims under federal securities law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed.  The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses.  The Defendant Funds’ Boards of Trustees have also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits.  On August 26, 2013, the parties in six of these lawsuits executed a memorandum of understanding setting forth the terms of proposed settlements of those actions.  The proposed settlements are subject to a variety of contingencies, including the execution of settlement agreements, which will require preliminary and final approval by the court.  The proposed settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer California Municipal Fund.

Other class action and individual lawsuits have been filed since 2008 in various state and federal courts against OFI and certain of its affiliates by investors seeking to recover investments they allegedly lost as a result of the “Ponzi” scheme run by Bernard L. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC (“BLMIS”).  Plaintiffs in these suits allege that they suffered losses as a result of their investments in several funds managed by an affiliate of OFI and assert a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others.  They seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses.  Neither the Distributor, nor any of the Oppenheimer mutual funds, their independent trustees or directors are named as defendants in these lawsuits.  None of the Oppenheimer mutual funds invested in any funds or accounts managed by Madoff or BLMIS.  On February 28, 2011, a stipulation of partial settlement of three groups of consolidated putative class action lawsuits relating to these matters was filed in the U.S. District Court for the Southern District of New York.  On August 19, 2011, the court entered an order and final judgment approving the settlement as fair, reasonable and adequate.  In September 2011, certain parties filed notices of appeal from the court’s order approving the settlement.  The settlement does not resolve other outstanding lawsuits against OFI and its affiliates relating to BLMIS.

On April 16, 2010, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark IV Funding Limited (“AAArdvark IV”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark IV.  Plaintiffs allege breach of contract and common law fraud claims against the defendants and seek compensatory damages, costs and disbursements, including attorney fees.  On April 11, 2013, the court granted defendants’ motion for summary judgment, dismissing plaintiffs’ fraud claim with prejudice and dismissing their contract claim without prejudice, and granted plaintiffs leave to replead their contract claim to assert a cause of action for specific performance within 30 days.  On May 9, 2013, plaintiffs filed a notice of appeal from the court’s dismissal order.  On July 15, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I.  The complaint alleges breach of contract and common law fraud claims against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees.  On November 9, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark XS.  The complaint alleged breach of contract against the defendants and sought compensatory damages, costs and disbursements, including attorney fees.  On November 8, 2013, the parties filed a stipulation of discontinuance dismissing the lawsuit with prejudice.

OFI believes the lawsuits and appeals described above are without legal merit and, with the exception of actions it has settled, is defending against them vigorously.  While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, OFI believes that these suits should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer mutual funds.

EX-99.77I NEW SECUR

MARYLAND CORPORATION CONVERTING TO DELAWARE TRUST

Oppenheimer Equity Income Fund

N-SAR Exhibit – Item 77I

Oppenheimer Equity Income Fund (the “Registrant”), a Delaware statutory trust, was formerly organized as Oppenheimer Equity Income Fund, Inc., a Maryland corporation.  “Appendix J – Summary Comparison of Governing Documents and State Law,” which describes the general effect of the conversion to a Delaware statutory trust on the rights of all shareholders, is included in the Definitive Proxy Statement of the Registrant on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2013(Accession Number 0000728889-13-000623) and is hereby incorporated by reference in response to Item 77I of the Registrant’s Form N-SAR.

EX-99.77Q1 OTHR EXHB

MARYLAND CORPORATION CONVERTING TO DELAWARE TRUST:

NY BOARD FUNDS

Oppenheimer Equity Income Fund

N-SAR Exhibit – Item 77Q

1.   Post-Effective Amendment No. 29 to the Registration Statement of Oppenheimer Equity Income Fund (the “Registrant”) filed with the Securities and Exchange Commission on October 10, 2013 (Accession Number 0000728889-13-001603), includes the following materials, which are hereby incorporated by reference in response to Item 77Q of the Registrant’s Form N-SAR:

·   Agreement and Declaration of Trust dated 8/15/13;

·   By-Laws dated 8/15/13;

·   Amended and Restated Investment Advisory Agreement dated 9/9/13; and

·   Restated Investment Subadvisory Agreement dated 9/9/13.

2.   Copy of “shell” merger agreement as follows:

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (“Agreement”) is made as of this 10th day of October, 2013 by and between Oppenheimer Equity Income Fund, Inc., a Maryland corporation, (the “Fund”), and Oppenheimer Equity Income Fund, a Delaware statutory trust (the “DE Trust”) (the Fund and the DE Trust are hereinafter collectively referred to as the “parties”).

In consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto agree as follows:

1.    Plan of Reorganization.

a. Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, par value $0.001 per share, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of common stock of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of Directors of the Fund (the “Board of Directors ”) authorizing the transactions contemplated by this Agreement.

b. In order to effect the delivery of shares described in Section 1(a) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to each such account full and fractional shares of beneficial interest, par value $0.001 per share, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of common stock such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, each share of a series and class of the Fund will be deemed to represent a share of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires.

c. As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under Maryland  law to effect a complete dissolution of the Fund.

d. The expenses of entering into and carrying out this Agreement will be borne by OFI Global Asset Management, Inc. and OppenheimerFunds, Inc. (together “OFI”) and the Fund, with 35% and 65% borne by each, respectively.

2.    Closing and Effective Date of the Reorganization.

The Closing shall consist of (i) the conveyance, transfer and delivery of the Assets to the DE Trust in exchange for the assumption and payment, when due, by the DE Trust, of the Liabilities of the Fund; and (ii) the issuance and delivery of the DE Trust’s shares in accordance with Section 1(b), together with related acts necessary to consummate such transactions. Subject to receipt of all necessary regulatory approvals and the final adjournment of the meeting of shareholders of the Fund at which this Agreement is considered and approved, the Closing shall occur on such date as the officers of the parties may mutually agree (“Effective Date of the Reorganization”).

3.    Conditions Precedent.

The obligations of the Fund and the DE Trust to effectuate the transactions hereunder shall be subject to the satisfaction of each of the following conditions:

a. Such authority and orders from the U.S. Securities and Exchange Commission (the “Commission”) and state securities commissions as may be necessary to permit the parties to carry out the transactions contemplated by this Agreement shall have been received;

b. (i) One or more post-effective amendments to the Fund’s Registration Statement on Form N-1A (“Registration Statement”) under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“1940 Act”), containing such amendments to such Registration Statement as are determined under the supervision of the Board of Directors  to be necessary and appropriate as a result of this Agreement, shall have been filed with the Commission; (ii) the DE Trust shall have adopted as its own such Registration Statement, as so amended; (iii) the most recent post-effective amendment or amendments to the Fund’s Registration Statement shall have become effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission (other than any such stop order, proceeding or threatened proceeding which shall have been withdrawn or terminated); and (iv) an amendment of the Form N-8A Notification of Registration filed pursuant to Section 8(a) of the 1940 Act (“Form N-8A”) reflecting the change in name and legal form of the Fund to a Delaware statutory trust shall have been filed with the Commission and the DE Trust shall have expressly adopted such amended Form N-8A as its own for purposes of the 1940 Act;

c. Each party shall have received an opinion of Kramer Levin Naftalis & Frankel LLP to the effect that, assuming the reorganization contemplated hereby is carried out in accordance with this Agreement, the laws of the State of Maryland and the State of Delaware, subject to customary qualifications and based upon representations provided by each party in a certificate delivered to Kramer Levin Naftalis & Frankel LLP:

i.   the transfer by the Transferor Fund of all of its assets to the Successor Fund solely in exchange for Successor Fund shares and the assumption by the Successor Fund of all Transferor Fund liabilities, the distribution of the Successor Fund shares received by the Transferor Fund pro rata to its shareholders in exchange for their Transferor Fund shares, and the subsequent liquidation of the Transferor Fund, all pursuant to the Agreement, will constitute a “reorganization” within the meaning of section 368 of the Internal Revenue Code of 1986, as amended (the “Code”);

ii.   the Transferor Fund and the Successor Fund will each be “a party to a reorganization” within the meaning of section 368(b) of the Code;

iii.   under section 354 of the Code, the Transferor Fund shareholders will not recognize any gain or loss on the exchange of their Transferor Fund shares for Successor Fund shares in the Reorganization;

iv.   under sections 361 and 357 of the Code, the Transferor Fund will not recognize any gain or loss by reason of the transfer of all its assets in exchange for Successor Fund shares and the assumption of all of its liabilities by the Successor Fund in the Reorganization, or upon the pro rata distribution to its shareholders of Successor Fund shares in the Reorganization;

v.   under section 1032 of the Code, the Successor Fund will not recognize any gain or loss on the receipt of all of the assets of the Transferor Fund in exchange for Successor Fund shares and the assumption of all Transferor Fund  liabilities in the Reorganization;

vi.   under section 381(c), the Successor Fund will succeed to, and take into account the items of, the Transferor Fund;

vii.   under section 358 of the Code, the aggregate tax basis of the Successor Fund shares received by each shareholder of the Transferor Fund in the Reorganization will be the same as the aggregate tax basis of the Transferor Fund shares exchanged therefor by such shareholder;

viii.   under section 1223 of the Code, the holding period of each shareholder of the Transferor Fund in the Successor Fund shares received in the Reorganization will include the period during which such shareholder held the Transferor Fund shares exchanged therefor, if such Transferor Fund shares were held as capital assets at the time of the Reorganization;

ix.   under section 362(b) of the Code, the Successor Fund’s adjusted tax bases in the assets received from the Transferor Fund in the Reorganization will be the same as the adjusted tax bases of such assets in the hands of the Transferor Fund immediately prior to the Reorganization; and

x.   under section 1223 of the Code, the Successor Fund’s holding periods in the assets received from the Transferor Fund in the Reorganization will include the holding periods of such assets in the hands of the Transferor Fund immediately prior to the Reorganization.

d. The shares of the DE Trust are eligible for offering to the public in those states of the United States in which the shares of the Fund are currently eligible for offering to the public so as to permit the issuance and delivery by the DE Trust of the shares contemplated by this Agreement to be consummated;

e. This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by the appropriate action of the Board of Directors and the shareholders of the Fund;

f. The shareholders of the Fund shall have voted to direct the Fund to vote, and the Fund shall have voted, as sole shareholder of each series of the DE Trust, to:

(i) Elect as Trustees of the DE Trust the following individuals: Brian F. Wruble,  David K. Downes, Matthew P. Fink, Admiral Edmund Giambastiani, Jr.,  Phillip A. Griffiths, Mary F. Miller, Joel W. Motley, Joanne Pace, Mary Ann Tynan, Joseph M. Wikler, Peter I. Wold and William F. Glavin, Jr.;

(ii) Approve an Investment Advisory Agreement between OFI Global Asset Management, Inc. (the “Investment Adviser”) and the DE Trust, which is substantially the same, with any such changes as approved by shareholders of the Fund, as the then-current Investment Advisory Agreement between the Investment Adviser and the Fund;

(iii) Approve a Subadvisory Agreement between the Investment Adviser and a Sub-Adviser, substantially in the form approved by shareholders of the Fund; and

(iv) Approve Plans of Distribution pursuant to Rule 12b-1 under the 1940 Act for applicable share classes and series of the DE Trust that are substantially the same as the Plans of Distribution of the Fund and its series.

g. The Trustees of the DE Trust shall have duly adopted and approved this Agreement and the transactions contemplated hereby, including authorization of the issuance and delivery by the DE Trust of shares of the DE Trust on the Effective Date of the Reorganization and the assumption by the DE Trust of the Liabilities of the Fund in exchange for the Assets of the Fund pursuant to the terms and provisions of this Agreement, and shall have taken the following actions at a meeting duly called for such purposes:

(i) Approval of the Investment Advisory Agreement described in paragraph (f)(ii) of this Section 3 between the Investment Adviser and the DE Trust;

	(i)	Approval of any Subadvisory Agreement described in paragraph (f)(iii) of this Section 3 between the Investment Adviser and a Subadvisor;
(iii)			Approval of the assignment to the DE Trust of the custody agreement(s), as amended to date, between Brown Brothers Harriman & Co. and the Fund;

(iv) Selection of KPMG LLP as the DE Trust’s independent registered public accounting firm for the current fiscal year;

(v) Approval of a principal underwriting agreement between the DE Trust and OppenheimerFunds Distributor, Inc. in substantially the same form as the Fund’s then current agreement;

(vi) Approval of plans of distribution by the DE Trust pursuant to Rule 12b-1 under the 1940 Act for each relevant class of shares in substantially the same form as the then current plans for shares of the Fund;

(vii) Approval of the multiple class plan pursuant to Rule 18f-3 in substantially the same form as the Fund’s then current plan;

(viii) Authorization of the issuance by the DE Trust of one share of each series of the DE Trust to the Fund in consideration for the payment of $1.00 for each such share for the purpose of enabling the Fund to vote on the matters referred to in paragraph (f) of this Section 3, all prior to the Effective Date of the Reorganization;

(ix) Submission of the matters referred to in paragraph (f) of this Section 3 to the Fund as sole shareholder of each series of the DE Trust; and

At any time prior to the Closing, any of the foregoing conditions may be waived or amended, or any additional terms and conditions may be fixed, by the Boards of Directors of the Fund and the DE Trust, if, in the judgment of such Boards, such waiver, amendment, term or condition will not affect in a materially adverse way the benefits intended to be accorded the shareholders of the Fund and the DE Trust under this Agreement.

 4.    Dissolution of the Fund.

Promptly following the Closing, the officers of the Fund shall take all steps necessary under Maryland law to dissolve its corporate status, including publication of any necessary notices to creditors, receipt of any necessary pre-dissolution clearances from the State of Maryland and filing for record with the Secretary of State of Maryland of Articles of Dissolution.

5.    Termination.

The Board of Directors of the Fund may terminate this Agreement and abandon the reorganization contemplated hereby, notwithstanding approval thereof by the shareholders of the Fund, at any time prior to the Effective Date of the Reorganization if, in the judgment of such Board, the facts and circumstances make proceeding with this Agreement inadvisable.

6.    Entire Agreement.

This Agreement embodies the entire agreement between the parties hereto and there are no agreements, understandings, restrictions or warranties among the parties hereto other than those set forth herein or herein provided for.

7.    Further Assurances; Other Agreements.

The Fund and the DE Trust shall take such further action as may be necessary or desirable and proper to consummate the transactions contemplated hereby.

The parties acknowledge and agree that this Agreement has been made and executed on behalf of the Fund and the DE Trust and is not executed or made by the officers or Directors of the Fund or the DE Trust individually, but only as officers and Directors under the Fund’s charter or the DE Trust’s Agreement and Declaration of Trust, respectively, and that the obligations of the Fund and the DE Trust hereunder are not binding upon any of the Directors, officers or shareholders of the Fund or the DE Trust individually, but bind only the estate of the Fund or the DE Trust, as appropriate.

8.    Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

9.    Governing Law.

This Agreement and the transactions contemplated hereby shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

IN WITNESS WHEREOF, the Fund and the DE Trust have each caused this Agreement and Plan of Reorganization to be executed on its behalf as of the day and year first-above written.

Oppenheimer Equity Income Fund, Inc. (a Maryland corporation)
By:	/s/ Taylor V. Edwards
Name: Taylor V. Edwards Title: Assistant Secretary

Oppenheimer Equity Income Fund (a Delaware statutory trust)
By:	/s/ Taylor V. Edwards
Name: Taylor V. Edwards Title: Assistant Secretary