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:               Robert G. Zack,
                                                     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:                             04/30

Date of reporting period:                            07/01/2008-06/30/2009

Item 1. Proxy Voting Record


========================= OPPENHEIMER SELECT VALUE FUND ========================

Abbott Laboratories

Ticker:       ABT            Security ID:  2824100
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.J. Alpern                For       For        Management
1.2   Elect Director R.S. Austin                For       For        Management
1.3   Elect Director W.M. Daley                 For       For        Management
1.4   Elect Director W.J. Farrell               For       For        Management
1.5   Elect Director H.L. Fuller                For       For        Management
1.6   Elect Director W.A. Osborn                For       For        Management
1.7   Elect Director D.A.L. Owen                For       For        Management
1.8   Elect Director W.A. Reynolds              For       For        Management
1.9   Elect Director R.S. Roberts               For       For        Management
1.10  Elect Director S.C. Scott, III            For       For        Management
1.11  Elect Director W.D. Smithburg             For       For        Management
1.12  Elect Director G.F. Tilton                For       For        Management
1.13  Elect Director M.D. White                 For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
4     Ratify Auditors                           For       For        Management
5     Report on Animal Testing                  Against   Abstain    Shareholder
6     Adopt Principles for Health Care Reform   Against   Abstain    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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Aetna Inc.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 29, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank M. Clark             For       For        Management
2     Elect Director Betsy Z. Cohen             For       For        Management
3     Elect Director Molly J. Coye, M.D.        For       For        Management
4     Elect Director Roger N. Farah             For       For        Management
5     Elect Director Barbara Hackman Franklin   For       For        Management
6     Elect Director Jeffrey E. Garten          For       For        Management
7     Elect Director Earl G. Graves             For       For        Management
8     Elect Director Gerald Greenwald           For       For        Management
9     Elect Director Ellen M. Hancock           For       For        Management
10    Elect Director Richard J. Harrington      For       For        Management
11    Elect Director Edward J. Ludwig           For       For        Management
12    Elect Director Joseph P. Newhouse         For       For        Management
13    Elect Director Ronald A. Williams         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Provide for Cumulative Voting             Against   Against    Shareholder
16    Adopt a Policy to Elect a Retired         Against   Against    Shareholder
      Management Employee


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AIRCASTLE LTD

Ticker:       AYR            Security ID:  G0129K104
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Wesley R. Edens as Director         For       Withhold   Management
1.2   Elect Peter V. Ueberroth as Director      For       For        Management
2     Approve Reduction of Share Premium        For       For        Management
      Account
3     Approve Ernst & Young, LLP as Auditors For      For        Management
      and Authorize Audit Committee to Fix
      Their Remuneration


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Alpha Natural Resources, Inc.

Ticker:       ANR            Security ID:  02076X102
Meeting Date: NOV 21, 2008   Meeting Type: Special
Record Date:  OCT 10, 2008

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


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American Electric Power Co.

Ticker:       AEP            Security ID:  25537101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. R. Brooks               For       For        Management
1.2   Elect Director Donald M. Carlton          For       For        Management
1.3   Elect Director Ralph D. Crosby, Jr.       For       For        Management
1.4   Elect Director Linda A. Goodspeed         For       For        Management
1.5   Elect Director Thomas E. Hoaglin          For       For        Management
1.6   Elect Director Lester A. Hudson, Jr.      For       For        Management
1.7   Elect Director Michael G. Morris          For       For        Management
1.8   Elect Director Lionel L. Nowell III       For       For        Management
1.9   Elect Director Richard L. Sandor          For       For        Management
1.10  Elect Director Kathryn D. Sullivan        For       For        Management
1.11  Elect Director Sara Martinez Tucker       For       For        Management
1.12  Elect Director John F. Turner             For       For        Management
2     Eliminate Cumulative Voting and Adopt     For       For        Management
      Majority Voting for Uncontested Election
      of Directors
3     Ratify Auditors                           For       For        Management


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Apache Corp.

Ticker:       APA            Security ID:  37411105
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederick M. Bohen         For       For        Management
1.2   Elect Director George D. Lawrence         For       For        Management
1.3   Elect Director Rodman D. Patton           For       For        Management
1.4   Elect Director Charles J. Pitman          For       For        Management


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Assurant Inc

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles John Koch          For       Withhold   Management
1.2   Elect Director H. Carroll Mackin          For       For        Management
1.3   Elect Director Robert B. Pollock          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management


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AT&T Inc

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Randall L. Stephenson      For       For        Management
1.2   Elect Director William F. Aldinger III    For       Against    Management
1.3   Elect Director Gilbert F. Amelio          For       Against    Management
1.4   Elect Director Reuben V. Anderson         For       For        Management
1.5   Elect Director James H. Blanchard         For       Against    Management
1.6   Elect Director August A. Busch III        For       For        Management
1.7   Elect Director Jaime Chico Pardo          For       Against    Management
1.8   Elect Director James P. Kelly             For       For        Management
1.9   Elect Director Jon C. Madonna             For       For        Management
1.10  Elect Director Lynn M. Martin             For       For        Management
1.11  Elect Director John B. McCoy              For       For        Management
1.12  Elect Director Mary S. Metz               For       For        Management
1.13  Elect Director Joyce M. Roche             For       For        Management
1.14  Elect Director Laura D Andrea Tyson       For       For        Management
1.15  Elect Director Patricia P. Upton          For       Against    Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Report on Political Contributions         Against   For        Shareholder
5     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
6     Provide for Cumulative Voting             Against   Against    Shareholder
7     Require Independent Board Chairman        Against   For        Shareholder
8     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
9     Exclude Pension Credits ftom Earnings     Against   For        Shareholder
      Performance Measure


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

Bank of America Corp.

Ticker:       BAC            Security ID:  60505104
Meeting Date: DEC 5, 2008    Meeting Type: Special
Record Date:  OCT 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with           For       For        Management
      Acquisition
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Adjourn Meeting                           For       For        Management


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Bed Bath & Beyond Inc.

Ticker:       BBBY           Security ID:  75896100
Meeting Date: JUN 30, 2009   Meeting Type: Annual
Record Date:  MAY 5, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren Eisenberg           For       For        Management
1.2   Elect Director Leonard Feinstein          For       For        Management
1.3   Elect Director Steven H. Temares          For       For        Management
1.4   Elect Director Dean S. Adler              For       For        Management
1.5   Elect Director Stanley F. Barshay         For       For        Management
1.6   Elect Director Klaus Eppler               For       For        Management
1.7   Elect Director Patrick R. Gaston          For       For        Management
1.8   Elect Director Jordan Heller              For       For        Management
1.9   Elect Director Victoria A. Morrison       For       For        Management
1.10  Elect Director Fran Stoller               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Eliminate Supermajority Vote Requirement  For       For        Management
5     Eliminate  Supermajority Vote Requirement For       For        Management
6     Re-Approve Performance Goals Under        For       For        Management
      Omnibus Stock Plan
7     Prepare Sustainability Report             Against   For        Shareholder


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Cablevision Systems Corp.

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Zachary W. Carter          For       For        Management
1.2   Elect Director Charles D. Ferris          For       Withhold   Management
1.3   Elect Director Thomas V. Reifenheiser     For       For        Management
1.4   Elect Director John R. Ryan               For       For        Management
1.5   Elect Director Vincent Tese               For       For        Management
1.6   Elect Director Leonard Tow                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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Capital Products Partners LP

Ticker:       CPLP           Security ID:  Y11082107
Meeting Date: JUL 25, 2008   Meeting Type: Annual
Record Date:  JUN 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert P. Curt             For       For        Management
2     Proposal to Approve the Amendment to the  For       Against    Management
      Company's First Amended and Restated
      Agreement of Limited Partnership
      Establishing that, if a Quorum Has Not
      Been Obtained After Two Attempts at Any
      Meeting of Limited Partners of the
      Company, Then Votes Prese


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Carpenter Technology Corp.

Ticker:       CRS            Security ID:  144285103
Meeting Date: OCT 13, 2008   Meeting Type: Annual
Record Date:  AUG 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert R. McMaster         For       For        Management
1.2   Elect Director Gregory A. Pratt           For       For        Management
1.3   Elect Director Anne L. Stevens            For       For        Management
2     Ratify Auditors                           For       For        Management


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Chevron Corporation

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. H. Armacost             For       For        Management
1.2   Elect Director L. F. Deily                For       For        Management
1.3   Elect Director R. E. Denham               For       For        Management
1.4   Elect Director R. J. Eaton                For       For        Management
1.5   Elect Director E. Hernandez               For       For        Management
1.6   Elect Director F. G. Jenifer              For       For        Management
1.7   Elect Director S. Nunn                    For       For        Management
1.8   Elect Director D. J. O'Reilly             For       For        Management
1.9   Elect Director D. B. Rice                 For       For        Management
1.10  Elect Director K. W. Sharer               For       For        Management
1.11  Elect Director C. R. Shoemate             For       For        Management
1.12  Elect Director R. D. Sugar                For       For        Management
1.13  Elect Director C. Ware                    For       For        Management
1.14  Elect Director J. S. Watson               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
6     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
7     Adopt Quantitative GHG Goals for Products Against   Abstain    Shareholder
      and Operations
8     Adopt Guidelines for Country Selection    Against   For        Shareholder
9     Adopt Human Rights Policy                 Against   For        Shareholder
10    Report on Market Specific Environmental   Against   Abstain    Shareholder
      Laws


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Cinemark Holdings Inc.

Ticker:       CNK            Security ID:  17243V102
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vahe A. Dombalagian        For       For        Management
1.2   Elect Director Peter R. Ezersky           For       For        Management
1.3   Elect Director Carlos M. Sepulveda        For       For        Management
2     Ratify Auditors                           For       For        Management


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Covidien Ltd.

Ticker:       COV            Security ID:  G2552X108
Meeting Date: MAY 28, 2009   Meeting Type: Court
Record Date:  APR 17, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reincorporation from Bermuda to   For       For        Management
      Ireland through Scheme of Arrangement
2     Approve the Creation of Distributable     For       For        Management
      Reserves of Covidien plc
3     Adjourn Meeting                           For       For        Management


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Devon Energy Corp.

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert L. Howard           For       For        Management
1.2   Elect Director Michael M. Kanovsky        For       For        Management
1.3   Elect Director J. Todd Mitchell           For       For        Management
1.4   Elect Director J. Larry Nichols           For       For        Management
2     Elect Director Robert A. Mosbacher, Jr.   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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Everest Re Group LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Martin Abrahams as Director         For       Withhold   Management
1.2   Elect John R. Dunne as Director           For       Withhold   Management
1.3   Elect John A. Weber as Director           For       Withhold   Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Approve Omnibus Stock Plan                For       For        Management


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Exelon Corporation

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John A. Canning, Jr.       For       For        Management
1.2   Elect Director M. Walter D'Alessio        For       For        Management
1.3   Elect Director Bruce DeMars               For       For        Management
1.4   Elect Director Nelson A. Diaz             For       For        Management
1.5   Elect Director Rosemarie B. Greco         For       For        Management
1.6   Elect Director Paul L. Joskow             For       For        Management
1.7   Elect Director John M. Palms              For       For        Management
1.8   Elect Director John W. Rogers, Jr.        For       For        Management
1.9   Elect Director John W. Rowe               For       For        Management
1.10  Elect Director Stephen D. Steinour        For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Global Warming                  Against   Abstain    Shareholder


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Exxon Mobil Corp.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M.J. Boskin                For       For        Management
1.2   Elect Director L.R. Faulkner              For       For        Management
1.3   Elect Director K.C. Frazier               For       For        Management
1.4   Elect Director .W. George                 For       For        Management
1.5   Elect Director R.C. King                  For       For        Management
1.6   Elect Director M.C. Nelson                For       For        Management
1.7   Elect Director S.J. Palmisano             For       For        Management
1.8   Elect Director S.S Reinemund              For       For        Management
1.9   Elect Director R.W. Tillerson             For       For        Management
1.10  Elect Director E.E. Whitacre, Jr.         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
5     Reincorporate in Another State [from New  Against   Against    Shareholder
      Jersey to North Dakota]
6     Require Independent Board Chairman        Against   For        Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
8     Compare CEO Compensation to Average U.S.  Against   Against    Shareholder
      per Capita Income
9     Review Anti-discrimination Policy on      Against   Abstain    Shareholder
      Corporate Sponsorships and Executive
      Perks
10    Amend EEO Policy to Prohibit              Against   For        Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
11    Adopt Quantitative GHG Goals for Products Against   For        Shareholder
      and Operations
12    Report on Climate Change Impacts on       Against   Abstain    Shareholder
      Emerging Countries
13    Adopt Policy to Increase Renewable Energy Against   For        Shareholder


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GENESIS LEASE LTD

Ticker:       GLS            Security ID:  37183T107
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  APR 2, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RE-ELECT JOHN MCMAHON AS A DIRECTOR OF For       For        Management
      THE COMPANY
2     TO RE-ELECT PAUL T. DACIER AS A DIRECTOR  For       For        Management
      OF THE COMPANY
3     TO RE-ELECT MICHAEL GRADON AS A DIRECTOR  For       For        Management
      OF THE COMPANY
4     TO RE-ELECT NIALL GREENE AS A DIRECTOR OF For       For        Management
      THE COMPANY
5     TO RE-ELECT BRIAN T. HAYDEN AS A DIRECTOR For       For        Management
      OF THE COMPANY
6     TO RE-ELECT DAVID C. HURLEY AS A DIRECTOR For       For        Management
      OF THE COMPANY
7     TO RE-ELECT DECLAN MCSWEENEY AS A         For       For        Management
      DIRECTOR OF THE COMPANY
8     TO RE-ELECT ANDREW L. WALLACE AS A        For       For        Management
      DIRECTOR OF THE COMPANY
9     AUTHORIZETHE BOARD OF DIRECTORS OF THE    For       For        Management
      COMPANY TO DETERMINE THEIRREMUNERATION.


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Goodrich Corporation

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

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


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Joy Global, Inc.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: FEB 24, 2009   Meeting Type: Annual
Record Date:  DEC 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven L. Gerard           For       For        Management
1.2   Elect Director John Nils Hanson           For       For        Management
1.3   Elect Director Ken C. Johnsen             For       For        Management
1.4   Elect Director Gale E. Klappa             For       For        Management
1.5   Elect Director Richard B. Loynd           For       For        Management
1.6   Elect Director P. Eric Siegert            For       For        Management
1.7   Elect Director Michael W. Sutherlin       For       For        Management
1.8   Elect Director James H. Tate              For       For        Management
2     Ratify Auditors                           For       For        Management


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JPMorgan Chase & Co.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Crandall C. Bowles         For       For        Management
1.2   Elect Director Stephen B. Burke           For       For        Management
1.3   Elect Director David M. Cote              For       For        Management
1.4   Elect Director James S. Crown             For       For        Management
1.5   Elect Director James Dimon                For       For        Management
1.6   Elect Director Ellen V. Futter            For       For        Management
1.7   Elect Director William H. Gray, III       For       For        Management
1.8   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Lee R. Raymond             For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Disclose Prior Government Service         Against   Abstain    Shareholder
5     Provide for Cumulative Voting             Against   Against    Shareholder
6     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
7     Report on Predatory Lending Policies      Against   Against    Shareholder
8     Amend Key Executive Performance Plan      Against   For        Shareholder
9     Stock Retention/Holding Period            Against   For        Shareholder
10    Prepare Carbon Principles Report          Against   Abstain    Shareholder


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Lam Research Corp.

Ticker:       LRCX           Security ID:  512807108
Meeting Date: NOV 6, 2008    Meeting Type: Annual
Record Date:  SEP 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Bagley            For       For        Management
1.2   Elect Director David G. Arscott           For       For        Management
1.3   Elect Director Robert M. Berdahl          For       For        Management
1.4   Elect Director Richard J. Elkus, Jr.      For       For        Management
1.5   Elect Director Jack R. Harris             For       For        Management
1.6   Elect Director Grant M. Inman             For       For        Management
1.7   Elect Director Catherine P. Lego          For       For        Management
1.8   Elect Director Stephen G. Newberry        For       For        Management
1.9   Elect Director Seiichi Watanabe           For       For        Management
1.10  Elect Director Patricia S. Wolpert        For       For        Management
2     Ratify Auditors                           For       For        Management


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Lorillard, Inc.

Ticker:       LO             Security ID:  544147101
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert C. Almon            For       Withhold   Management
1.2   Elect Director Kit D. Dietz               For       Withhold   Management
1.3   Elect Director Nigel Travis               For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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Medicines Company (The)

Ticker:       MDCO           Security ID:  584688105
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Armin M. Kessler           For       For        Management
1.2   Elect Director Robert G. Savage           For       For        Management
1.3   Elect Director Melvin K. Spigelman        For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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Molson Coors Brewing Co

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Cleghorn           For       For        Management
1.2   Elect Director Charles M. Herington       For       Withhold   Management
1.3   Elect Director David P. O'Brien           For       For        Management


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Morgan Stanley

Ticker:       MS             Security ID:  617446448
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roy J. Bostock             For       Against    Management
1.2   Elect Director Erskine B. Bowles          For       For        Management
1.3   Elect Director Howard J. Davies           For       For        Management
1.4   Elect Director Nobuyuki Hirano            For       For        Management
1.5   Elect Director C. Robert Kidder           For       For        Management
1.6   Elect Director John J. Mack               For       For        Management
1.7   Elect Director Donald T. Nicolaisen       For       For        Management
1.8   Elect Director Charles H. Noski           For       For        Management
1.9   Elect Director Hutham S. Olayan           For       For        Management
1.10  Elect Director Charles E. Phillips, Jr.   For       For        Management
1.11  Elect Director Griffith Sexton            For       For        Management
1.12  Elect Director Laura D. Tyson             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Amend Omnibus Stock Plan                  For       Against    Management
5     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
6     Require Independent Board Chairman        Against   For        Shareholder


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

Morgan Stanley

Ticker:       MS             Security ID:  617446448
Meeting Date: FEB 9, 2009    Meeting Type: Special
Record Date:  DEC 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Conversion of Securities          For       For        Management
2     Adjourn Meeting                           For       For        Management


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

National Financial Partners Corp.

Ticker:       NFP            Security ID:  63607P208
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephanie Abramson         For       Withhold   Management
1.2   Elect Director Arthur Ainsberg            For       Withhold   Management
1.3   Elect Director Jessica Bibliowicz         For       Withhold   Management
1.4   Elect Director R. Bruce Callahan          For       Withhold   Management
1.5   Elect Director John Elliott               For       Withhold   Management
1.6   Elect Director Shari Loessberg            For       Withhold   Management
1.7   Elect Director Kenneth Mlekush            For       Withhold   Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       Against    Management
4     Ratify Auditors                           For       For        Management


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

Navistar International Corp.

Ticker:       NAV            Security ID:  63934E108
Meeting Date: FEB 17, 2009   Meeting Type: Annual
Record Date:  JAN 2, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Y. Marc Belton             For       For        Management
1.2   Elect Director Terry M. Endsley           For       For        Management
1.3   Elect Director Michael N. Hammes          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

Navistar International Corp.

Ticker:       NAV            Security ID:  63934E108
Meeting Date: SEP 5, 2008    Meeting Type: Annual
Record Date:  JUL 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Y. Marc Belton             For       For        Management
1.2   Elect Director Eugenio Clariond           For       For        Management
1.3   Elect Director John D. Correnti           For       For        Management
1.4   Elect Director Terry M. Endsley           For       For        Management
1.5   Elect Director Abbie J. Griffin           For       For        Management
1.6   Elect Director Michael N. Hammes          For       For        Management
1.7   Elect Director David D. Harrison          For       For        Management
1.8   Elect Director James H. Keyes             For       For        Management
1.9   Elect Director Steven J. Klinger          For       For        Management
1.10  Elect Director Daniel C. Ustian           For       For        Management
2     Ratify Auditors                           For       For        Management


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

Orexigen Therapeutics Inc

Ticker:       OREX           Security ID:  686164104
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Louis C. Bock              For       For        Management
1.2   Elect Director Joseph S. Lacob            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

Petroleo Brasileiro

Ticker:                      Security ID:  71654V101
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect  Director                           For       Against    Management
2     Elect Fiscal Council Members and          For       Against    Management
      Alternates


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

PG&E Corp.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David R. Andrews           For       For        Management
2     Elect Director C. Lee Cox                 For       For        Management
3     Elect Director Peter A. Darbee            For       For        Management
4     Elect Director Maryellen C. Herringer     For       For        Management
5     Elect Director Roger H. Kimmel            For       For        Management
6     Elect Director Richard A. Meserve         For       For        Management
7     Elect Director Forrest E. Miller          For       For        Management
8     Elect Director Barbara L. Rambo           For       For        Management
9     Elect Director Barry Lawson Williams      For       For        Management
10    Ratify Auditors                           For       For        Management
11    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
12    Reincorporate in Another State            Against   Against    Shareholder
      [California to North Dakota  ]


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

Potash Corporation of Saskatchewan Inc.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 7, 2009    Meeting Type: Annual/Special
Record Date:  MAR 12, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. M. Burley               For       For        Management
1.2   Elect Director W. J. Doyle                For       For        Management
1.3   Elect Director J. W. Estey                For       For        Management
1.4   Elect Director C. S. Hoffman              For       For        Management
1.5   Elect Director D. J. Howe                 For       For        Management
1.6   Elect Director A. D. Laberge              For       For        Management
1.7   Elect Director K. G. Martell              For       For        Management
1.8   Elect Director J. J. McCaig               For       For        Management
1.9   Elect Director M. Mogford                 For       For        Management
1.10  Elect Director P. J. Schoenhals           For       For        Management
1.11  Elect Director E. R. Stromberg            For       For        Management
1.12  Elect Director E. Viyella de Paliza       For       For        Management
2     Approve Deloitte & Touche LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Approve 2009 Performance Option Plan      For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

QUALCOMM Inc.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 3, 2009    Meeting Type: Special
Record Date:  JAN 2, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara T. Alexander       For       For        Management
1.2   Elect Director Stephen M. Bennett         For       For        Management
1.3   Elect Director Donald G. Cruickshank      For       For        Management
1.4   Elect Director Raymond V. Dittamore       For       For        Management
1.5   Elect Director Thomas W. Horton           For       For        Management
1.6   Elect Director Irwin Mark Jacobs          For       For        Management
1.7   Elect Director Paul E. Jacobs             For       For        Management
1.8   Elect Director  Robert E. Kahn            For       For        Management
1.9   Elect Director Sherry Lansing             For       For        Management
1.10  Elect Director Duane A. Nelles            For       For        Management
1.11  Elect Director Marc I. Stern              For       For        Management
1.12  Elect Director  Brent Scowcroft           For       For        Management
2     Ratify Auditors                           For       For        Management


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

Scientific Games Corporation

Ticker:       SGMS           Security ID:  80874P109
Meeting Date: JUN 17, 2009   Meeting Type: Annual
Record Date:  APR 22, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. Lorne Weil              For       For        Management
1.2   Elect Director Peter A. Cohen             For       Withhold   Management
1.3   Elect Director Gerald J. Ford             For       For        Management
1.4   Elect DirectorJ. Robert Kerrey            For       For        Management
1.5   Elect Director Ronald O. Perelman         For       For        Management
1.6   Elect Director Michael J. Regan           For       For        Management
1.7   Elect Director Barry F. Schwartz          For       For        Management
1.8   Elect Director Eric M. Turner             For       For        Management
1.9   Elect Director Joseph R. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

Siemens AG

Ticker:                      Security ID:  826197501
Meeting Date: JAN 27, 2009   Meeting Type: Annual
Record Date:  DEC 16, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROPRIATION OF NET INCOME               For       For        Management
2     POSTPONEMENT OF THE RATIFICATION OF THE   For       For        Management
      ACTS OF THE FOLLOWING MANAGING BOARD
      MEMBER: RUDI LAMPRECHT (UNTIL 31.12.2007)
3     POSTPONEMENT OF THE RATIFICATION OF THE   For       For        Management
      ACTS OF THE FOLLOWING MANAGING BOARD
      MEMBER: JURGEN RADOMSKI (UNTIL
      31.12.2007)
4     POSTPONEMENT OF THE RATIFICATION OF THE   For       For        Management
      ACTS OF THE FOLLOWING MANAGING BOARD
      MEMBER: URIEL J. SHAREF (UNTIL
      31.12.2007)
5     POSTPONEMENT OF THE RATIFICATION OF THE   For       For        Management
      ACTS OF THE FOLLOWING MANAGING BOARD
      MEMBER: KLAUS WUCHERER (UNTIL 31.12.2007)
6     RATIFICATION OF THE ACTS OF THE OTHER     For       For        Management
      MANAGING BOARD MEMBER: PETER LOSCHER
7     RATIFICATION OF THE ACTS OF THE OTHER     For       For        Management
      MANAGING BOARD MEMBER: WOLFGANG DEHEN (AS
      OF 01.01.2008)
8     RATIFICATION OF THE ACTS OF THE OTHER     For       For        Management
      MANAGING BOARD MEMBER: HEINRICH HIESINGER
9     RATIFICATION OF THE ACTS OF THE OTHER     For       For        Management
      MANAGING BOARD MEMBER: JOE KAESER
10    RATIFICATION OF THE ACTS OF THE OTHER     For       For        Management
      MANAGING BOARD MEMBER: EDUARDO MONTES
      (UNTIL 31.12.2007)
11    RATIFICATION OF THE ACTS OF THE OTHER     For       For        Management
      MANAGING BOARD MEMBER: JIM REID-ANDERSON
      (AS OF 01.05.2008)
12    RATIFICATION OF THE ACTS OF THE OTHER     For       For        Management
      MANAGING BOARD MEMBER: ERICH R. REINHARDT
      (UNTIL 30.04.2008)
13    RATIFICATION OF THE ACTS OF THE OTHER     For       For        Management
      MANAGING BOARD MEMBER: HERMANN REQUARDT
14    RATIFICATION OF THE ACTS OF THE OTHER     For       For        Management
      MANAGING BOARD MEMBER: SIEGFRIED RUSSWURM
      (AS OF 01.01.2008)
15    RATIFICATION OF THE ACTS OF THE OTHER     For       For        Management
      MANAGING BOARD MEMBER: PETER Y. SOLMSSEN
16    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: GERHARD CROMME
17    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: RALF HECKMANN
18    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: JOSEF ACKERMANN
19    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: LOTHAR ADLER
20    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: JEAN-LOUIS BEFFA (AS
      OF 24.01.2008)
21    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: GERHARD BIELETZKI
      (UNTIL 03.12.2007)
22    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: GERD VON BRANDENSTEIN
      (AS OF 24.01.2008)
23    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: JOHN DAVID COOMBE
      (UNTIL 24.01.2008)
24    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: HILDEGARD CORNUDET
      (UNTIL 24.01.2008)
25    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: MICHAEL DIEKMANN (AS
      OF 24.01.2008)
26    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: HANS MICHAEL GAUL (AS
      OF 24.01.2008)
27    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: BIRGIT GRUBE (UNTIL
      24.01.2008)
28    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: PETER GRUSS (AS OF
      24.01.2008)
29    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: BETTINA HALLER
30    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: HEINZ HAWRELIUK
31    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: BERTHOLD HUBER
32    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: HARALD KERN (AS OF
      24.01.2008)
33    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: WALTER KROLL (UNTIL
      24.01.2008)
34    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: NICOLA
      LEIBINGER-KAMMULLER (AS OF 24.01.2008)
35    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: MICHAEL MIROW (UNTIL
      24.01.2008)
36    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: WERNER MONIUS (AS OF
      24.01.2008)
37    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: ROLAND MOTZIGEMBA (AS
      OF 03.12.2007, UNTIL 24.01.2008)
38    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: THOMAS RACKOW (UNTIL
      24.01.2008)
39    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: HAKAN SAMUELSSON (AS
      OF 24.01.2008)
40    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: DIETER SCHEITOR
41    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: ALBRECHT SCHMIDT
      (UNTIL 24.01.2008)
42    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: HENNING SCHULTE-NOELLE
      (UNTIL 24.01.2008)
43    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: RAINER SIEG (AS OF
      24.01.2008)
44    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: PETER VON SIEMENS
      (UNTIL 24.01.2008)
45    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: JERRY I. SPEYER (UNTIL
      24.01.2008)
46    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: BIRGIT STEINBORN (AS
      OF 24.01.2008)
47    RATIFICATION OF THE ACTS OF THE           For       For        Management
      SUPERVISORY BOARD: LORD IAIN VALLANCE OF
      TUMMEL
48    APPOINTMENT OF INDEPENDENT AUDITORS       For       For        Management
49    ACQUISITION AND USE OF SIEMENS SHARES     For       For        Management
50    USE OF EQUITY DERIVATIVES IN CONNECTION   For       For        Management
      WITH THE ACQUISITION OF SIEMENS SHARES
51    CREATION OF AN AUTHORIZED CAPITAL 2009    For       For        Management
52    ISSUE OF CONVERTIBLE/WARRANT BONDS AND    For       For        Management
      CREATION OF A CONDITIONAL CAPITAL 2009
53    ADJUSTMENTS TO THE SUPERVISORY BOARD      For       For        Management
      REMUNERATION
54    AMENDMENTS TO THE ARTICLES OF ASSOCIATION For       For        Management
      WITH REGARD TO ELECTIONS


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

SLM Corporation

Ticker:       SLM            Security ID:  78442P106
Meeting Date: MAY 22, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ann Torre Bates            For       For        Management
2     Elect Director William M. Diefenderfer,   For       For        Management
      III
3     Elect Director Diane Suitt Gilleland      For       For        Management
4     Elect Director Earl A. Goode              For       For        Management
5     Elect Director Ronald F. Hunt             For       For        Management
6     Elect Director Albert L. Lord             For       For        Management
7     Elect Director Michael E. Martin          For       For        Management
8     Elect Director Barry A. Munitz            For       For        Management
9     Elect Director Howard H. Newman           For       For        Management
10    Elect Director A. Alexander Porter, Jr.   For       For        Management
11    Elect Director Frank C. Puleo             For       For        Management
12    Elect Director Wolfgang Schoellkopf       For       For        Management
13    Elect Director Steven L. Shapiro          For       For        Management
14    Elect Director J. Terry Strange           For       For        Management
15    Elect Director Anthony P. Terracciano     For       For        Management
16    Elect Director Barry L. Williams          For       For        Management
17    Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
18    Approve Omnibus Stock Plan                For       For        Management
19    Ratify Auditors                           For       For        Management


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

The Goodyear Tire & Rubber Co.

Ticker:       GT             Security ID:  382550101
Meeting Date: APR 7, 2009    Meeting Type: Annual
Record Date:  FEB 13, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Boland            For       For        Management
1.2   Elect Director James A. Firestone         For       For        Management
1.3   Elect Director Robert J. Keegan           For       For        Management
1.4   Elect Director W. Alan McCollough         For       For        Management
1.5   Elect Director Denise M. Morrison         For       For        Management
1.6   Elect Director Rodney O?Neal              For       For        Management
1.7   Elect Director Shirley D. Peterson        For       For        Management
1.8   Elect Director Stephanie A. Streeter      For       For        Management
1.9   Elect Director G. Craig Sullivan          For       For        Management
1.10  Elect Director Thomas H. Weidemeyer       For       For        Management
1.11  Elect Director Michael R. Wessel          For       For        Management
2     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
3     Amend Code of Regulations                 For       For        Management
4     Ratify Auditors                           For       For        Management


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

The Kroger Co.

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 25, 2009   Meeting Type: Annual
Record Date:  APR 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Reuben V. Anderson         For       For        Management
2     Elect Director Robert D. Beyer            For       For        Management
3     Elect Director David B. Dillon            For       For        Management
4     Elect Director Susan J. Kropf             For       For        Management
5     Elect Director John T. Lamacchia          For       For        Management
6     Elect Director David B. Lewis             For       For        Management
7     Elect Director Don W. Mcgeorge            For       For        Management
8     Elect Director W. Rodney Mcmullen         For       For        Management
9     Elect Director Jorge P. Montoya           For       For        Management
10    Elect Director Clyde R. Moore             For       For        Management
11    Elect Director Susan M. Phillips          For       For        Management
12    Elect Director Steven R. Rogel            For       For        Management
13    Elect Director James A. Runde             For       For        Management
14    Elect Director Ronald L. Sargent          For       For        Management
15    Elect Director Bobby S. Shackouls         For       For        Management
16    Ratify Auditors                           For       For        Management
17    Increase Purchasing of Cage Free Eggs     Against   Abstain    Shareholder
18    Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

The Lubrizol Corp.

Ticker:       LZ             Security ID:  549271104
Meeting Date: APR 27, 2009   Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Forest J. Farmer, Sr.      For       For        Management
1.2   Elect Director Michael J. Graff           For       For        Management
1.3   Elect Director James E. Sweetnam          For       For        Management
1.4   Elect Director Phillip C. Widman          For       For        Management
2     Ratify Auditors                           For       For        Management
3.1   Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
3.2   Approve Control Share Acquisition         For       For        Management
4.1   Amend the Regulations Concerning          For       For        Management
      Composition, Term and Election of
      Directors
4.2   Amend the Regulations to Modernize and    For       Against    Management
      Clarify Amendments
4.3   Require Advance Notice for Shareholder    For       For        Management
      Proposals/Nominations
4.4   Amend the Regulations in Accordance with  For       For        Management
      Ohio Law


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

Time Warner Cable Inc.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 8, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carole Black               For       For        Management
2     Elect Director Glenn A. Britt             For       For        Management
3     Elect Director Thomas H. Castro           For       For        Management
4     Elect Director David C. Chang             For       For        Management
5     Elect Director James E. Copeland, Jr.     For       For        Management
6     Elect Director Peter R. Haje              For       For        Management
7     Elect Director Donna A. James             For       For        Management
8     Elect Director Don Logan                  For       For        Management
9     Elect Director N.J. Nicholas, Jr.         For       For        Management
10    Elect Director Wayne H. Pace              For       For        Management
11    Elect Director Edward D. Shirley          For       For        Management
12    Elect Director John E. Sununu             For       For        Management
13    Ratify Auditors                           For       For        Management


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

Tyco International Ltd.

Ticker:       TYC            Security ID:  G9143X208
Meeting Date: MAR 12, 2009   Meeting Type: Annual
Record Date:  JAN 6, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Edward D. Breen as Director         For       For        Management
1.2   Elect Timothy M. Donahue as Director      For       For        Management
1.3   Elect Brian Duperreault as Director       For       For        Management
1.4   Elect Bruce S. Gordon as Director         For       For        Management
1.5   Elect Rajiv Gupta as Director             For       For        Management
1.6   Elect John A. Krol  as Director           For       For        Management
1.7   Elect Brendan R. O' Neil as Director      For       For        Management
1.8   Elect William S. Stavropoulos as Director For       For        Management
1.9   Elect Sandra Wijnberg as Director         For       For        Management
1.10  Elect Jerome B. York as Director          For       For        Management
1.11  Elect David Yost as Director              For       For        Management
2     Approve Auditors and Authorize Board to   For       For        Management
      Fix Their Remuneration
3     Amend 2004 Stock and Incentive Plan       For       For        Management


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

Tyco International Ltd.

Ticker:       TYC            Security ID:  G9143X208
Meeting Date: MAR 12, 2009   Meeting Type: Special
Record Date:  JAN 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change of Domicile                        For       For        Management
2     Increase Authorized Capital               For       For        Management
3     Change Company Name to Tyco International For       For        Management
      Ltd.
4     Amend Corporate Purpose                   For       For        Management
5     Adopt New Articles of Association         For       For        Management
6     Confirmation of Swiss Law as the          For       For        Management
      Authoritative Governing Legislation
7     Approve Schaffhausen, Switzerland as Our  For       For        Management
      Principal Place of Business
8     Appoint PriceWaterhouseCoopers AG, Zurich For       For        Management
      as Special Auditor
9     Ratify Deloitte AG as Auditors            For       For        Management
10    Approve Dividends in the Form of a        For       For        Management
      Capital Reduction
11    Adjourn Meeting                           For       For        Management


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

UBS AG

Ticker:                      Security ID:  H89231338
Meeting Date: OCT 2, 2008    Meeting Type: Special
Record Date:  SEP 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: SALLY BOTT          For       For        Management
2     ELECTION OF DIRECTOR: RAINER-MARC FREY    For       For        Management
3     ELECTION OF DIRECTOR: BRUNO GEHRIG        For       For        Management
4     ELECTION OF DIRECTOR: WILLIAM G. PARRETT  For       For        Management
5     AMENDMENTS TO THE ARTICLES OF             For       For        Management
      ASSOCIATION: ADJUSTMENT TO THE NEW UBS
      CORPORATE GOVERNANCE EFFECTIVE AS OF 1
      JULY 2008
6     IN CASE OF AD-HOC SHAREHOLDERS  MOTIONS   For       Against    Management
      DURING THE EXTRAORDINARY GENERAL MEETING,
      I/WE AUTHORIZE MY/OUR PROXY TO ACT IN
      ACCORDANCE WITH THE BOARD OF DIRECTORS


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

United Parcel Service, Inc.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Duane Ackerman          For       For        Management
1.2   Elect Director Michael J. Burns           For       For        Management
1.3   Elect Director D. Scott Davis             For       For        Management
1.4   Elect Director Stuart E. Eizenstat        For       For        Management
1.5   Elect Director Michael L. Eskew           For       For        Management
1.6   Elect Director William R. Johnson         For       For        Management
1.7   Elect Director Ann M. Livermore           For       For        Management
1.8   Elect Director Rudy Markham               For       For        Management
1.9   Elect Director John W. Thompson           For       For        Management
1.10  Elect Director Carol B. Toma              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

UnitedHealth Group Incorporated

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 2, 2009    Meeting Type: Annual
Record Date:  APR 3, 2009

#     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 Douglas W. Leatherdale     For       For        Management
7     Elect Director Glenn M. Renwick           For       For        Management
8     Elect Director Kenneth I. Shine, M.D.     For       For        Management
9     Elect Director Gail R. Wilensky, Ph.D.    For       For        Management
10    Ratify Auditors                           For       For        Management
11    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

Varian Semiconductor Equipment Associates, Inc.

Ticker:       VSEA           Security ID:  922207105
Meeting Date: FEB 5, 2009    Meeting Type: Annual
Record Date:  DEC 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary E. Dickerson          For       For        Management
1.2   Elect Director Robert W. Dutton           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Zimmer Holdings Inc

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 4, 2009    Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Betsy J. Bernard           For       For        Management
1.2   Elect Director Marc N. Casper             For       For        Management
1.3   Elect Director David C. Dvorak            For       For        Management
1.4   Elect Director Robert A. Hagemann         For       For        Management
1.5   Elect Director Arthur J. Higgins          For       For        Management
1.6   Elect Director Cecil B. Pickett           For       For        Management
1.7   Elect Director Augustus A. White, III     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
5     Amend Deferred Compensation Plan          For       For        Management


                            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:          John V. Murphy*
             ---------------
             John V. Murphy,
             President and Principal Executive Officer

Date:        August 20, 2009

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