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:	811-21208
Exact name of registrant as specified in charter:	Oppenheimer Select Value Fund
Address of principal executive offices:	6803 South Tucson Way
	Centennial, CO 80112-3924
Name and address of agent for service:	Arthur S. Gabinet, Executive Vice President & General Counsel
	OppenheimerFunds, Inc.
	Two World Financial Center
	225 Liberty Street
	New York, NY 10281-1008
Registrant’s telephone number, including area code:	303-768-3200
Date of fiscal year end:	4/30
Date of reporting period:	07/01/2011-06/30/2012
Item 1.	Proxy Voting Record

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

ICA File Number: 811-21208
Reporting Period: 07/01/2011 - 06/30/2012
Oppenheimer Select Value Fund









======================== Oppenheimer Select Value Fund =========================


ADECOAGRO S.A.

Ticker:       AGRO           Security ID:  L00849106
Meeting Date: APR 18, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Consolidated Financial           For       For          Management
      Statements for FYs 2011, 2010, and 2009
2     Accept Financial Statements for FY 2011 For       For          Management
3     Approve Allocation of Income            For       For          Management
4     Approve Discharge of Directors          For       For          Management
5     Approve Remuneration of Directors       For       Against      Management
6     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
7     Reelect Abbas Farouq Zuaiter,           For       For          Management
      Guillaume van der Linden, and Mark
      Schachter as Directors


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AERCAP HOLDINGS NV

Ticker:       AER            Security ID:  N00985106
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  MAY 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Receive Report of Board of Directors    None      None         Management
3     Adopt Financial Statements              For       For          Management
4     Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
5     Approve Discharge of Board of Directors For       For          Management
6     Designate CFO to Represent the          For       For          Management
      Management in Case All Directors are
      Absent or Prevented from Acting
7     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
8     Approve Cancellation of Repurchased     For       For          Management
      Shares
9a    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
9b    Authorize Additional Repurchase of Up   For       For          Management
      to 10 Percent of Issued Share Capital
10    Approve Cancellation of Repurchased     For       For          Management
      Shares
11    Amend Articles Re: Implementation       For       For          Management
      One-Tier Board Structure and Designate
      Directors and NautaDutilh to Implement
      Resolutions
12    Allow Questions                         None      None         Management
13    Close Meeting                           None      None         Management


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ALLEGHENY TECHNOLOGIES INCORPORATED

Ticker:       ATI            Security ID:  01741R102
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Harshman      For       For          Management
1.2   Elect Director Diane C. Creel           For       For          Management
1.3   Elect Director John R. Pipski           For       For          Management
1.4   Elect Director James E. Rohr            For       For          Management
1.5   Elect Director Louis J. Thomas          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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APACHE CORPORATION

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Scott D. Josey           For       For          Management
2     Elect Director George D. Lawrence       For       For          Management
3     Elect Director Rodman D. Patton         For       For          Management
4     Elect Director Charles J. Pitman        For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       Against   For          Shareholder


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BAKER HUGHES INCORPORATED

Ticker:       BHI            Security ID:  057224107
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry D. Brady           For       For          Management
1.2   Elect Director Clarence P. Cazalot, Jr. For       For          Management
1.3   Elect Director Martin S. Craighead      For       For          Management
1.4   Elect Director Chad C. Deaton           For       For          Management
1.5   Elect Director Anthony G. Fernandes     For       For          Management
1.6   Elect Director Claire W. Gargalli       For       For          Management
1.7   Elect Director Pierre H. Jungels        For       For          Management
1.8   Elect Director James A. Lash            For       For          Management
1.9   Elect Director J. Larry Nichols         For       For          Management
1.10  Elect Director H. John Riley, Jr.       For       For          Management
1.11  Elect Director J. W. Stewart            For       For          Management
1.12  Elect Director Charles L. Watson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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BILL BARRETT CORPORATION

Ticker:       BBG            Security ID:  06846N104
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William F. Owens         For       For          Management
1.2   Elect Director Randy I. Stein           For       For          Management
1.3   Elect Director Kevin O. Meyers          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Approve Omnibus Stock Plan              For       Against      Management
6     Ratify Auditors                         For       For          Management


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BLACKROCK, INC.

Ticker:       BLK            Security ID:  09247X101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William S. Demchak       For       For          Management
2     Elect Director Laurence D. Fink         For       For          Management
3     Elect Director Robert S. Kapito         For       For          Management
4     Elect Director Thomas H. O'Brien        For       For          Management
5     Elect Director Ivan G. Seidenberg       For       For          Management
6     Declassify the Board of Directors       For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Ratify Auditors                         For       For          Management


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CELANESE CORPORATION

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James E. Barlett         For       For          Management
2     Elect Director David F. Hoffmeister     For       For          Management
3     Elect Director Paul H. O'Neill          For       For          Management
4     Elect Director Jay V. Ihlenfeld         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Amend Omnibus Stock Plan                For       For          Management
7     Ratify Auditors                         For       For          Management


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Linnet F. Deily          For       For          Management
2     Elect Director Robert E. Denham         For       For          Management
3     Elect Director Chuck Hagel              For       For          Management
4     Elect Director Enrique Hernandez, Jr.   For       For          Management
5     Elect Director George L. Kirkland       For       For          Management
6     Elect Director Charles W. Moorman, IV   For       For          Management
7     Elect Director Kevin W. Sharer          For       For          Management
8     Elect Director John G. Stumpf           For       For          Management
9     Elect Director Ronald D. Sugar          For       For          Management
10    Elect Director Carl Ware                For       For          Management
11    Elect Director John S. Watson           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Remove Exclusive Venue Provision        Against   For          Shareholder
15    Require Independent Board Chairman      Against   For          Shareholder
16    Report on Lobbying Payments and Policy  Against   For          Shareholder
17    Adopt Guidelines for Country Selection  Against   For          Shareholder
18    Report on Hydraulic Fracturing Risks    Against   For          Shareholder
      to Company
19    Report on Accident Risk Reduction       Against   Abstain      Shareholder
      Efforts
20    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
21    Request Director Nominee with           Against   For          Shareholder
      Environmental Qualifications


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CHURCH & DWIGHT CO., INC.

Ticker:       CHD            Security ID:  171340102
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director T. Rosie Albright        For       For          Management
2     Elect Director Ravichandra K. Saligram  For       For          Management
3     Elect Director Robert K. Shearer        For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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CIT GROUP INC.

Ticker:       CIT            Security ID:  125581801
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John A. Thain            For       For          Management
2     Elect Director Michael J. Embler        For       For          Management
3     Elect Director William M. Freeman       For       For          Management
4     Elect Director David M. Moffett         For       For          Management
5     Elect Director R. Brad Oates            For       For          Management
6     Elect Director Marianne Miller Parrs    For       For          Management
7     Elect Director Gerald Rosenfeld         For       For          Management
8     Elect Director John R. Ryan             For       For          Management
9     Elect Director Seymour Sternberg        For       For          Management
10    Elect Director Peter J. Tobin           For       For          Management
11    Elect Director Laura S. Unger           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Franz B. Humer           For       For          Management
2     Elect Director Robert L. Joss           For       For          Management
3     Elect Director Michael E. O'Neill       For       For          Management
4     Elect Director Vikram S. Pandit         For       For          Management
5     Elect Director Lawrence R. Ricciardi    For       For          Management
6     Elect Director Judith Rodin             For       For          Management
7     Elect Director Robert L. Ryan           For       For          Management
8     Elect Director Anthony M. Santomero     For       For          Management
9     Elect Director Joan E. Spero            For       For          Management
10    Elect Director Diana L. Taylor          For       For          Management
11    Elect Director William S. Thompson, Jr. For       For          Management
12    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
13    Ratify Auditors                         For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
16    Disclose Prior Government Service       Against   Abstain      Shareholder
17    Report on Political Contributions and   Against   Abstain      Shareholder
      Lobbying Expenditures
18    Stock Retention/Holding Period          Against   For          Shareholder
19    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth J. Bacon         For       For          Management
1.2   Elect Director Sheldon M. Bonovitz      For       For          Management
1.3   Elect Director Joseph J. Collins        For       Withhold     Management
1.4   Elect Director J. Michael Cook          For       For          Management
1.5   Elect Director Gerald L. Hassell        For       Withhold     Management
1.6   Elect Director Jeffrey A. Honickman     For       For          Management
1.7   Elect Director Eduardo G. Mestre        For       For          Management
1.8   Elect Director Brian L. Roberts         For       For          Management
1.9   Elect Director Ralph J. Roberts         For       For          Management
1.10  Elect Director Johnathan A. Rodgers     For       For          Management
1.11  Elect Director Judith Rodin             For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting
6     Require Independent Board Chairman      Against   For          Shareholder
7     Stock Retention/Holding Period          Against   For          Shareholder
8     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote


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

GENON ENERGY, INC.

Ticker:       GEN            Security ID:  37244E107
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director E. Spencer Abraham       For       For          Management
2     Elect Director Terry G. Dallas          For       For          Management
3     Elect Director Thomas H. Johnson        For       For          Management
4     Elect Director Steven L. Miller         For       For          Management
5     Elect Director Elizabeth A. Moler       For       For          Management
6     Elect Director Edward R. Muller         For       For          Management
7     Elect Director Robert C. Murray         For       For          Management
8     Elect Director Laree E. Perez           For       For          Management
9     Elect Director Evan J. Silverstein      For       For          Management
10    Elect Director William L. Thacker       For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Adopt Quantitative Goals for GHG and    Against   For          Shareholder
      Other Air Emissions


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HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 21, 2012   Meeting Type: Annual
Record Date:  JAN 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc L. Andreessen       For       For          Management
2     Elect Director Shumeet Banerji          For       For          Management
3     Elect Director Rajiv L. Gupta           For       For          Management
4     Elect Director John H. Hammergren       For       For          Management
5     Elect Director Raymond. J. Lane         For       For          Management
6     Elect Director Ann M. Livermore         For       For          Management
7     Elect Director G. M. Reiner             For       For          Management
8     Elect Director Patricia. F. Russo       For       For          Management
9     Elect Director G. Kennedy Thompson      For       For          Management
10    Elect Director Margaret C. Whitman      For       For          Management
11    Elect Director Ralph. V. Whitworth      For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Adopt Retention Ratio for Executives    Against   For          Shareholder


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HONEYWELL INTERNATIONAL INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gordon M. Bethune        For       For          Management
2     Elect Director Kevin Burke              For       For          Management
3     Elect Director Jaime Chico Pardo        For       For          Management
4     Elect Director David M. Cote            For       For          Management
5     Elect Director D. Scott Davis           For       For          Management
6     Elect Director Linnet F. Deily          For       For          Management
7     Elect Director Judd Gregg               For       For          Management
8     Elect Director Clive R. Hollick         For       For          Management
9     Elect Director George Paz               For       For          Management
10    Elect Director Bradley T. Sheares       For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Require Independent Board Chairman      Against   For          Shareholder
14    Report on Political Contributions       Against   For          Shareholder


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HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frank A. D'Amelio        For       For          Management
2     Elect Director W. Roy Dunbar            For       For          Management
3     Elect Director Kurt J. Hilzinger        For       For          Management
4     Elect Director David A. Jones, Jr.      For       For          Management
5     Elect Director Michael B. McCallister   For       For          Management
6     Elect Director William J. McDonald      For       For          Management
7     Elect Director William E. Mitchell      For       For          Management
8     Elect Director David B. Nash            For       For          Management
9     Elect Director James J. O'Brien         For       For          Management
10    Elect Director Marissa T. Peterson      For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James A. Bell            For       For          Management
2     Elect Director Crandall C. Bowles       For       For          Management
3     Elect Director Stephen B. Burke         For       For          Management
4     Elect Director David M. Cote            For       For          Management
5     Elect Director James S. Crown           For       For          Management
6     Elect Director James Dimon              For       For          Management
7     Elect Director Timothy P. Flynn         For       For          Management
8     Elect Director Ellen V. Futter          For       For          Management
9     Elect Director Laban P. Jackson, Jr.    For       For          Management
10    Elect Director Lee R. Raymond           For       For          Management
11    Elect Director William C. Weldon        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Affirm Political Non-Partisanship       Against   Abstain      Shareholder
15    Require Independent Board Chairman      Against   For          Shareholder
16    Report on Loan Modifications            Against   Against      Shareholder
17    Report on Political Contributions       Against   Abstain      Shareholder
18    Institute Procedures to Prevent         Against   Abstain      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
19    Provide Right to Act by Written Consent Against   For          Shareholder
20    Stock Retention                         Against   For          Shareholder


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JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mercedes Johnson         For       For          Management
1.2   Elect Director Scott Kriens             For       For          Management
1.3   Elect Director William R. Stensrud      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Declassify the Board of Directors       For       For          Management
6     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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M&T BANK CORPORATION

Ticker:       MTB            Security ID:  55261F104
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brent D. Baird           For       For          Management
1.2   Elect Director C. Angela Bontempo       For       For          Management
1.3   Elect Director Robert T. Brady          For       For          Management
1.4   Elect Director T. Jefferson             For       For          Management
      Cunningham, III
1.5   Elect Director Mark J. Czarnecki        For       For          Management
1.6   Elect Director Gary N. Geisel           For       For          Management
1.7   Elect Director Patrick W.E. Hodgson     For       For          Management
1.8   Elect Director Richard G. King          For       For          Management
1.9   Elect Director Jorge G. Pereira         For       For          Management
1.10  Elect Director Michael P. Pinto         For       For          Management
1.11  Elect Director Melinda R. Rich          For       For          Management
1.12  Elect Director Robert E. Sadler, Jr.    For       For          Management
1.13  Elect Director Herbert L. Washington    For       For          Management
1.14  Elect Director Robert G. Wilmers        For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratify Auditors                         For       For          Management


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MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 25, 2011   Meeting Type: Annual
Record Date:  JUN 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Director Richard H. Anderson            For       For          Management
1.2   Director David L. Calhoun               For       Withhold     Management
1.3   Elect Director Victor J. Dzau           For       For          Management
1.4   Elect Director Omar Ishrak              For       For          Management
1.5   Elect Director Shirley Ann Jackson      For       For          Management
1.6   Elect Director James T. Lenehan         For       For          Management
1.7   Elect Director Denise M. O'Leary        For       For          Management
1.8   Elect Director Kendall J. Powell        For       For          Management
1.9   Elect Director Robert C. Pozen          For       For          Management
1.10  Elect Director Jean-Pierre Rosso        For       For          Management
1.11  Elect Director Jack W. Schuler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Leslie A. Brun           For       For          Management
2     Elect Director Thomas R. Cech           For       For          Management
3     Elect Director Kenneth C. Frazier       For       For          Management
4     Elect Director Thomas H. Glocer         For       For          Management
5     Elect Director William B. Harrison Jr.  For       For          Management
6     Elect Director C. Robert Kidder         For       For          Management
7     Elect Director Rochelle B. Lazarus      For       For          Management
8     Elect Director Carlos E. Represas       For       For          Management
9     Elect Director Patricia F. Russo        For       For          Management
10    Elect Director Craig B. Thompson        For       For          Management
11    Elect Director Wendell P. Weeks         For       For          Management
12    Elect Director Peter C. Wendell         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Provide Right to Act by Written Consent Against   For          Shareholder
16    Amend Bylaws -- Call Special Meetings   Against   For          Shareholder
17    Report on Charitable and Political      Against   Abstain      Shareholder
      Contributions


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METLIFE, INC.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John M. Keane            For       For          Management
1.2   Elect Director Catherine R. Kinney      For       For          Management
1.3   Elect Director Hugh B. Price            For       For          Management
1.4   Elect Director Kenton J. Sicchitano     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 15, 2011   Meeting Type: Annual
Record Date:  SEP 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates, III    For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria M. Klawe           For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management
13    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability


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MOHAWK INDUSTRIES, INC.

Ticker:       MHK            Security ID:  608190104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce C. Bruckmann       For       For          Management
1.2   Elect Director Frans G. De Cock         For       For          Management
1.3   Elect Director Joseph A. Onorato        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


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MOLSON COORS BREWING COMPANY

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles M. Herington     For       Withhold     Management
1.2   Elect Director H. Sanford Riley         For       Withhold     Management


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NAVISTAR INTERNATIONAL CORPORATION

Ticker:       NAV            Security ID:  63934E108
Meeting Date: FEB 21, 2012   Meeting Type: Annual
Record Date:  JAN 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2.1   Elect Director David D. Harrison        For       For          Management
2.2   Elect Director Steven J. Klinger        For       For          Management
2.3   Elect Director Michael N. Hammes        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard A. Abdoo         For       For          Management
2     Elect Director Aristides S. Candris     For       For          Management
3     Elect Director Sigmund L. Cornelius     For       For          Management
4     Elect Director Michael E. Jesanis       For       For          Management
5     Elect Director Marty R. Kittrell        For       For          Management
6     Elect Director W. Lee Nutter            For       For          Management
7     Elect Director Deborah S. Parker        For       For          Management
8     Elect Director Ian M. Rolland           For       For          Management
9     Elect Director Robert C. Skaggs, Jr.    For       For          Management
10    Elect Director Teresa A. Taylor         For       For          Management
11    Elect Director Richard L. Thompson      For       For          Management
12    Elect Director Carolyn Y. Woo           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
16    Provide for Cumulative Voting           Against   Against      Shareholder


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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey L. Berenson      For       For          Management
2     Elect Director Michael A. Cawley        For       For          Management
3     Elect Director Edward F. Cox            For       For          Management
4     Elect Director Charles D. Davidson      For       For          Management
5     Elect Director Thomas J. Edelman        For       For          Management
6     Elect Director Eric P. Grubman          For       For          Management
7     Elect Director Kirby L. Hedrick         For       For          Management
8     Elect Director Scott D. Urban           For       For          Management
9     Elect Director William T. Van Kleef     For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Increase Authorized Common Stock        For       For          Management


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 12, 2011   Meeting Type: Annual
Record Date:  AUG 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       For          Management
1.2   Elect Director H. Raymond Bingham       For       Withhold     Management
1.3   Elect Director Michael J. Boskin        For       For          Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       For          Management
1.6   Elect Director George H. Conrades       For       For          Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       For          Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Donald L. Lucas          For       For          Management
1.12  Director Naomi O. Seligman              For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   For          Shareholder


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Albert R. Gamper, Jr.    For       For          Management
2     Elect Director Conrad K. Harper         For       For          Management
3     Elect Director William V. Hickey        For       For          Management
4     Elect Director Ralph Izzo               For       For          Management
5     Elect Director Shirley Ann Jackson      For       For          Management
6     Elect Director David Lilley             For       For          Management
7     Elect Director Thomas A. Renyi          For       For          Management
8     Elect Director Hak Cheol Shin           For       For          Management
9     Elect Director Richard J. Swift         For       For          Management
10    Elect Director Susan Tomasky            For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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

ROCK-TENN COMPANY

Ticker:       RKT            Security ID:  772739207
Meeting Date: JAN 27, 2012   Meeting Type: Annual
Record Date:  DEC 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ralph F. Hake            For       For          Management
1.2   Elect Director Terrell K. Crews         For       For          Management
1.3   Elect Director Timothy J. Bernlohr      For       For          Management
1.4   Elect Director James A. Rubright        For       For          Management
1.5   Elect Director Bettina M. Whyte         For       For          Management
1.6   Elect Director James E. Young           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSB           Security ID:  780259206
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Elect Sir Nigel Sheinwald as Director   For       For          Management
4     Re-elect Josef Ackermann as Director    For       For          Management
5     Re-elect Guy Elliott as Director        For       For          Management
6     Re-elect Simon Henry as Director        For       For          Management
7     Re-elect Charles Holliday as Director   For       For          Management
8     Re-elect Gerard Kleisterlee as Director For       For          Management
9     Re-elect Christine Morin-Postel as      For       For          Management
      Director
10    Re-elect Jorma Ollila as Director       For       For          Management
11    Re-elect Linda Stuntz as Director       For       For          Management
12    Re-elect Jeroen van der Veer as         For       For          Management
      Director
13    Re-elect Peter Voser as Director        For       For          Management
14    Re-elect Hans Wijers as Director        For       For          Management
15    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
20    Authorise EU Political Donations and    For       For          Management
      Expenditure


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

SCANA CORPORATION

Ticker:       SCG            Security ID:  80589M102
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James A. Bennett         For       For          Management
1.2   Elect Director Lynne M. Miller          For       For          Management
1.3   Elect Director James W. Roquemore       For       For          Management
1.4   Elect Director Maceo K. Sloan           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       Against   For          Shareholder


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

SPX CORPORATION

Ticker:       SPW            Security ID:  784635104
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Christopher J. Kearney   For       For          Management
2     Elect Director Martha B. Wyrsch         For       For          Management
3     Elect Director Peter Volanakis          For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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

THE COCA-COLA COMPANY

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Herbert A. Allen         For       For          Management
2     Elect Director Ronald W. Allen          For       Against      Management
3     Elect Director Howard G. Buffett        For       For          Management
4     Elect Director Richard M. Daley         For       For          Management
5     Elect Director Barry Diller             For       For          Management
6     Elect Director Evan G. Greenberg        For       For          Management
7     Elect Director Alexis M. Herman         For       For          Management
8     Elect Director Muhtar Kent              For       For          Management
9     Elect Director Donald R. Keough         For       For          Management
10    Elect Director Robert A. Kotick         For       For          Management
11    Elect Director Maria Elena Lagomasino   For       For          Management
12    Elect Director Donald F. McHenry        For       For          Management
13    Elect Director Sam Nunn                 For       For          Management
14    Elect Director James D. Robinson, III   For       For          Management
15    Elect Director Peter V. Ueberroth       For       For          Management
16    Elect Director Jacob Wallenberg         For       Against      Management
17    Elect Director James B. Williams        For       For          Management
18    Ratify Auditors                         For       For          Management
19    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director Stephen Friedman         For       For          Management
6     Elect Director William W. George        For       For          Management
7     Elect Director James A. Johnson         For       For          Management
8     Elect Director Lakshmi N. Mittal        For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Debora L. Spar           For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder
14    Stock Retention/Holding Period          Against   For          Shareholder
15    Report on Lobbying Payments and Policy  Against   Abstain      Shareholder


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

THE MOSAIC COMPANY

Ticker:       MOS            Security ID:  61945C103
Meeting Date: OCT 06, 2011   Meeting Type: Annual
Record Date:  AUG 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nancy E. Cooper          For       For          Management
1.2   Elect Director James L. Popowich        For       For          Management
1.3   Elect Director James T. Prokopanko      For       For          Management
1.4   Elect Director Steven M. Seibert        For       For          Management
2     Approve Conversion of Securities        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: MAR 07, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal 2010/2011
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3.1   Elect Edward D. Breen as Director       For       For          Management
3.2   Elect Michael Daniels as Director       For       For          Management
3.3   Reelect Timothy Donahue as Director     For       For          Management
3.4   Reelect Brian Duperreault as Director   For       For          Management
3.5   Reelect Bruce Gordon as Director        For       For          Management
3.6   Reelect Rajiv L. Gupta as Director      For       For          Management
3.7   Reelect John Krol as Director           For       For          Management
3.8   Reelect Brendan O'Neill as Director     For       For          Management
3.9   Reelect Dinesh Paliwal as Director      For       For          Management
3.10  Reelect William Stavropoulos as         For       For          Management
      Director
3.11  Reelect Sandra Wijnberg as Director     For       For          Management
3.12  Reelect R. David Yost as Director       For       For          Management
4a    Ratify Deloitte AG as Auditors          For       For          Management
4b    Appoint Deloitte & Touche LLP as        For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2011/2012
4c    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditors
5a    Approve Allocation of Income            For       For          Management
5b    Approve Consolidated Reserves           For       For          Management
5c    Approve Ordinary Cash Dividend          For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Articles of Association           For       For          Management
      Regarding Book Entry Securities and
      Transfer of Registered Seat


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Douglas M. Baker, Jr.    For       For          Management
2     Elect Director Y. Marc Belton           For       For          Management
3     Elect Director Victoria Buyniski        For       For          Management
      Gluckman
4     Elect Director Arthur D. Collins, Jr.   For       For          Management
5     Elect Director Richard K. Davis         For       For          Management
6     Elect Director Roland A. Hernandez      For       For          Management
7     Elect Director Joel W. Johnson          For       For          Management
8     Elect Director Olivia F. Kirtley        For       For          Management
9     Elect Director Jerry W. Levin           For       For          Management
10    Elect Director David B. O'Maley         For       For          Management
11    Elect Director O'dell M. Owens, M.D.,   For       For          Management
      M.P.H.
12    Elect Director Craig D. Schnuck         For       For          Management
13    Elect Director Patrick T. Stokes        For       For          Management
14    Elect Director Doreen Woo Ho            For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNITED CONTINENTAL HOLDINGS, INC.

Ticker:       UAL            Security ID:  910047109
Meeting Date: JUN 12, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carolyn Corvi            For       For          Management
1.2   Elect Director Jane C. Garvey           For       For          Management
1.3   Elect Director Walter Isaacson          For       For          Management
1.4   Elect Director Henry L. Meyer Iii       For       For          Management
1.5   Elect Director Oscar Munoz              For       For          Management
1.6   Elect Director Laurence E. Simmons      For       For          Management
1.7   Elect Director Jeffery A. Smisek        For       For          Management
1.8   Elect Director Glenn F. Tilton          For       For          Management
1.9   Elect Director David J. Vitale          For       For          Management
1.10  Elect Director John H. Walker           For       For          Management
1.11  Elect Director Charles A. Yamarone      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director Richard T. Burke         For       For          Management
3     Elect Director Robert J. Darretta       For       For          Management
4     Elect Director Stephen J. Hemsley       For       For          Management
5     Elect Director Michele J. Hooper        For       For          Management
6     Elect Director Rodger A. Lawson         For       For          Management
7     Elect Director Douglas W. Leatherdale   For       For          Management
8     Elect Director Glenn M. Renwick         For       For          Management
9     Elect Director Kenneth I. Shine         For       For          Management
10    Elect Director Gail R. Wilensky         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Report on Lobbying Payments and Policy  Against   For          Shareholder


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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  92857W209
Meeting Date: JUL 26, 2011   Meeting Type: Annual
Record Date:  JUN 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Elect Gerard Kleisterlee as Director    For       For          Management
3     Re-elect John Buchanan as Director      For       For          Management
4     Re-elect Vittorio Colao as Director     For       For          Management
5     Re-elect Michel Combes as Director      For       For          Management
6     Re-elect Andy Halford as Director       For       For          Management
7     Re-elect Stephen Pusey as Director      For       For          Management
8     Elect Renee James as Director           For       For          Management
9     Re-elect Alan Jebson as Director        For       For          Management
10    Re-elect Samuel Jonah as Director       For       For          Management
11    Re-elect Nick Land as Director          For       For          Management
12    Re-elect Anne Lauvergeon as Director    For       For          Management
13    Re-elect Luc Vandevelde as Director     For       For          Management
14    Re-elect Anthony Watson as Director     For       For          Management
15    Re-elect Philip Yea as Director         For       For          Management
16    Approve Final Dividend                  For       For          Management
17    Approve Remuneration Report             For       For          Management
18    Reappoint Deloitte LLP as Auditors      For       For          Management
19    Authorise Audit Committee to Fix        For       For          Management
      Remuneration of Auditors
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise Market Purchase               For       For          Management
23    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Aida M. Alvarez          For       For          Management
2     Elect Director James W. Breyer          For       For          Management
3     Elect Director M. Michele Burns         For       For          Management
4     Elect Director James I. Cash, Jr.       For       For          Management
5     Elect Director Roger C. Corbett         For       For          Management
6     Elect Director Douglas N. Daft          For       For          Management
7     Elect Director Michael T. Duke          For       Against      Management
8     Elect Director Marissa A. Mayer         For       For          Management
9     Elect Director Gregory B. Penner        For       For          Management
10    Elect Director Steven S. Reinemund      For       For          Management
11    Elect Director H. Lee Scott, Jr.        For       Against      Management
12    Elect Director Arne M. Sorenson         For       For          Management
13    Elect Director Jim C. Walton            For       For          Management
14    Elect Director S. Robson Walton         For       Against      Management
15    Elect Director Christopher J. Williams  For       Against      Management
16    Elect Director Linda S. Wolf            For       For          Management
17    Ratify Auditors                         For       For          Management
18    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
19    Report on Political Contributions       Against   For          Shareholder
20    Request Director Nominee with  Patient  Against   Against      Shareholder
      Safety and Healthcare Quality
      Experience
21    Performance-Based Equity Awards         Against   For          Shareholder


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Baker, II        For       For          Management
2     Elect Director Elaine L. Chao           For       For          Management
3     Elect Director John S. Chen             For       For          Management
4     Elect Director Lloyd H. Dean            For       For          Management
5     Elect Director Susan E. Engel           For       For          Management
6     Elect Director Enrique Hernandez, Jr.   For       For          Management
7     Elect Director Donald M. James          For       For          Management
8     Elect Director Cynthia H. Milligan      For       For          Management
9     Elect Director Nicholas G. Moore        For       For          Management
10    Elect Director Federico F. Pena         For       For          Management
11    Elect Director Philip J. Quigley        For       Against      Management
12    Elect Director Judith M. Runstad        For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Elect Director John G. Stumpf           For       For          Management
15    Elect Director Susan G. Swenson         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Ratify Auditors                         For       For          Management
18    Require Independent Board Chairman      Against   For          Shareholder
19    Provide for Cumulative Voting           Against   Against      Shareholder
20    Adopt Proxy Access Right                Against   For          Shareholder
21    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations


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

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 10, 2011   Meeting Type: Annual
Record Date:  JUN 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Philip T. Gianos         For       For          Management
2     Elect Director Moshe N. Gavrielov       For       For          Management
3     Elect Director John L. Doyle            For       For          Management
4     Elect Director Jerald G. Fishman        For       For          Management
5     Elect Director William G. Howard, Jr.   For       For          Management
6     Elect Director J. Michael Patterson     For       For          Management
7     Elect Director Albert A. Pimentel       For       For          Management
8     Elect Director Marshall C. Turner       For       For          Management
9     Elect Director Elizabeth W. Vanderslice For       For          Management
10    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
11    Amend Omnibus Stock Plan                For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Ratify Auditors                         For       For          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 Select Value Fund
By:	William F. Glavin, Jr.*
	William F. Glavin, Jr., President and Principal Executive Officer
Date:	August 28, 2012

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