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:                                    811-3346

Exact name of registrant as specified in charter:                      Oppenheimer Series Fund, Inc.

Address of principal executive offices:                                6803 South Tucson Way
                                                                       Centennial, CO 80112

Name and address of agent for service:                                 Two World Financial Center
                                                                       225 Liberty Street
                                                                       New York, NY 10281-1008

Registrant's telephone number, including area code:                    303-768-3200

Date of fiscal year end:                                               10/31

Date of reporting period:                                              07/01/2005-06/30/2006

Item 1.           Proxy Voting Record


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

ICA File Number: 811-03346
Reporting Period: 07/01/2005 - 06/30/2006
Oppenheimer Series Fund, Inc.









=================== OPPENHEIMER DISCIPLINED ALLOCATION FUND ====================


AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Darman             For       For        Management
1.2   Elect Director Paul Hanrahan              For       For        Management
1.3   Elect Director Kristina M. Johnson        For       For        Management
1.4   Elect Director John A. Koskinen           For       For        Management
1.5   Elect Director Philip Lader               For       For        Management
1.6   Elect Director John H. McArthur           For       For        Management
1.7   Elect Director Sandra O. Moose            For       For        Management
1.8   Elect Director Philip A. Odeen            For       For        Management
1.9   Elect Director Charles O. Rossotti        For       For        Management
1.10  Elect Director Sven Sandstrom             For       For        Management
2     Ratify Auditor                            For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Elizabeth E. Bailey        For       For        Management
1.2   Elect Director Harold Brown               For       For        Management
1.3   Elect Director Mathis Cabiallavetta       For       For        Management
1.4   Elect Director Louis C. Camilleri         For       For        Management
1.5   Elect Director J. Dudley Fishburn         For       For        Management
1.6   Elect Director Robert E. R. Huntley       For       For        Management
1.7   Elect Director Thomas W. Jones            For       For        Management
1.8   Elect Director George Munoz               For       For        Management
1.9   Elect Director Lucio A. Noto              For       For        Management
1.10  Elect Director John S. Reed               For       For        Management
1.11  Elect Director Stephen M. Wolf            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder
4     Adopt ILO Standards                       Against   Abstain    Shareholder
5     Inform African Americans of Health Risks  Against   Abstain    Shareholder
      Associated with Menthol Cigarettes
6     Establish Fire Safety Standards for       Against   Abstain    Shareholder
      Cigarettes
7     Adopt Animal Welfare Policy               Against   Abstain    Shareholder
8     Support Legislation to Reduce Smoking     Against   Abstain    Shareholder
9     Provide Information on Second Hand Smoke  Against   Abstain    Shareholder


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: AUG 11, 2005   Meeting Type: Annual
Record Date:  JUN 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M. Aidinoff                For       For        Management
1.2   Elect Director P. Chia                    For       For        Management
1.3   Elect Director M. Cohen                   For       For        Management
1.4   Elect Director W. Cohen                   For       For        Management
1.5   Elect Director M. Feldstein               For       For        Management
1.6   Elect Director E. Futter                  For       For        Management
1.7   Elect Director S. Hammerman               For       For        Management
1.8   Elect Director C. Hills                   For       For        Management
1.9   Elect Director R. Holbrooke               For       For        Management
1.10  Elect Director D. Kanak                   For       For        Management
1.11  Elect Director G. Miles, Jr               For       For        Management
1.12  Elect Director M. Offit                   For       For        Management
1.13  Elect Director M. Sullivan                For       For        Management
1.14  Elect Director E. Tse                     For       For        Management
1.15  Elect Director F. Zarb                    For       For        Management
2     Ratify Auditors                           For       For        Management


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Pei-yuan Chia              For       For        Management
1.2   Elect Director Marshall A. Cohen          For       For        Management
1.3   Elect Director Martin S. Feldstein        For       For        Management
1.4   Elect Director Ellen V. Futter            For       For        Management
1.5   Elect Director Stephen L. Hammerman       For       For        Management
1.6   Elect Director Richard C. Holbrooke       For       For        Management
1.7   Elect Director Fred H. Langhammer         For       For        Management
1.8   Elect Director George L. Miles, Jr.       For       For        Management
1.9   Elect Director Morris W. Offit            For       For        Management
1.10  Elect Director James F. Orr, III          For       For        Management
1.11  Elect Director Martin J. Sullivan         For       For        Management
1.12  Elect Director Michael H. Sutton          For       For        Management
1.13  Elect Director Edmund S.W. Tse            For       For        Management
1.14  Elect Director Robert B. Willumstad       For       For        Management
1.15  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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ATI TECHNOLOGIES INC.

Ticker:       ATY.           Security ID:  001941103
Meeting Date: JAN 26, 2006   Meeting Type: Annual
Record Date:  DEC 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Caldwell          For       For        Management
1.2   Elect  Director Ronald Chwang             For       For        Management
1.3   Elect  Director James D. Fleck            For       For        Management
1.4   Elect  Director Alan D. Horn              For       For        Management
1.5   Elect  Director David E. Orton            For       For        Management
1.6   Elect  Director Paul Russo                For       For        Management
1.7   Elect  Director Robert A. Young           For       For        Management
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William Barnet, III        For       For        Management
1.2   Elect Director Frank P. Bramble, Sr.      For       For        Management
1.3   Elect Director John T. Collins            For       For        Management
1.4   Elect Director Gary L. Countryman         For       For        Management
1.5   Elect Director Tommy R. Franks            For       For        Management
1.6   Elect Director Paul Fulton                For       For        Management
1.7   Elect Director Charles K. Gifford         For       For        Management
1.8   Elect Director W. Steven Jones            For       For        Management
1.9   Elect Director Kenneth D. Lewis           For       For        Management
1.10  Elect Director Monica C. Lozano           For       For        Management
1.11  Elect Director Walter E. Massey           For       For        Management
1.12  Elect Director Thomas J. May              For       For        Management
1.13  Elect Director Patricia E. Mitchell       For       For        Management
1.14  Elect Director Thomas M. Ryan             For       For        Management
1.15  Elect Director O. Temple Sloan, Jr.       For       For        Management
1.16  Elect Director Meredith R. Spangler       For       For        Management
1.17  Elect Director Robert L. Tillman          For       For        Management
1.18  Elect Director Jackie M. Ward             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Publish Political Contributions           Against   Abstain    Shareholder
5     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
6     Provide for an Independent Chairman       Against   For        Shareholder
7     Exclude Reference to Sexual Orientation   Against   Abstain    Shareholder
      from the Company's EEO Statement


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BEAR STEARNS COMPANIES INC., THE

Ticker:       BSC            Security ID:  073902108
Meeting Date: APR 11, 2006   Meeting Type: Annual
Record Date:  FEB 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Cayne             For       For        Management
1.2   Elect Director Henry S. Bienen            For       For        Management
1.3   Elect Director Carl D. Glickman           For       For        Management
1.4   Elect Director Alan C. Greenberg          For       For        Management
1.5   Elect Director Donald J. Harrington       For       For        Management
1.6   Elect Director Frank T. Nickell           For       For        Management
1.7   Elect Director Paul A. Novelly            For       For        Management
1.8   Elect Director Frederic V. Salerno        For       For        Management
1.9   Elect Director Alan D. Schwartz           For       For        Management
1.10  Elect Director Warren J. Spector          For       For        Management
1.11  Elect Director Vincent Tese               For       For        Management
1.12  Elect Director Wesley S. Williams Jr.     For       For        Management
2     Amend Deferred Compensation Plan          For       For        Management
3     Ratify Auditors                           For       For        Management


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BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAR 31, 2006   Meeting Type: Special
Record Date:  FEB 22, 2006

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


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

BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Abele              For       For        Management
1.2   Elect Director Joel L. Fleishman          For       For        Management
1.3   Elect Director Ernest Mario               For       For        Management
1.4   Elect Director Uwe E. Reinhardt           For       For        Management
2.1   Elect Director Kristina M. Johnson, Ph.D. For       For        Management
2.2   Elect Director Nancy-Ann DeParle          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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BP PLC  (FORM. BP AMOCO PLC )

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

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


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CAPITAL ONE FINANCIAL CORP.

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

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


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2005   Meeting Type: Annual
Record Date:  SEP 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol A. Bartz            For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Larry R. Carter           For       For        Management
1.4   Elect  Director John T. Chambers          For       For        Management
1.5   Elect  Director Dr. John L. Hennessy      For       For        Management
1.6   Elect  Director Richard M. Kovacevich     For       For        Management
1.7   Elect  Director Roderick C. McGeary       For       For        Management
1.8   Elect  Director James C. Morgan           For       For        Management
1.9   Elect  Director John P. Morgridge         For       For        Management
1.10  Elect  Director Steven M. West            For       For        Management
1.11  Elect  Director Jerry Yang                For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Ratify Auditors                           For       For        Management
4     Review/Limit Executive Compensation       Against   Against    Shareholder
5     Report on Pay Disparity                   Against   Against    Shareholder
6     Report on Human Rights Policy             Against   Abstain    Shareholder


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

CITIGROUP INC.

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

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


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COMPUWARE CORP.

Ticker:       CPWR           Security ID:  205638109
Meeting Date: AUG 23, 2005   Meeting Type: Annual
Record Date:  JUL 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis W. Archer           For       For        Management
1.2   Elect Director Gurminder S. Bedi          For       For        Management
1.3   Elect Director William O. Grabe           For       For        Management
1.4   Elect Director William R. Halling         For       For        Management
1.5   Elect Director Peter Karmanos, Jr.        For       For        Management
1.6   Elect Director Faye Alexander Nelson      For       For        Management
1.7   Elect Director Glenda D. Price            For       For        Management
1.8   Elect Director W. James Prowse            For       For        Management
1.9   Elect Director G. Scott Romney            For       For        Management
1.10  Elect Director Lowell P. Weicker, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management


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CONSTELLATION BRANDS, INC.

Ticker:       STZ.B          Security ID:  21036P108
Meeting Date: JUL 28, 2005   Meeting Type: Annual
Record Date:  MAY 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George Bresler            For       Withhold   Management
1.2   Elect  Director Jeananne K. Hauswald      For       For        Management
1.3   Elect  Director James A. Locke III        For       Withhold   Management
1.4   Elect  Director Richard Sands, Ph.D.      For       For        Management
1.5   Elect  Director Robert Sands              For       For        Management
1.6   Elect  Director Thomas C. McDermott       For       For        Management
1.7   Elect  Director Paul L. Smith             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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COOPER COMPANIES, INC., THE

Ticker:       COO            Security ID:  216648402
Meeting Date: MAR 21, 2006   Meeting Type: Annual
Record Date:  FEB 9, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. Thomas Bender           For       For        Management
1.2   Elect Director John D. Fruth              For       For        Management
1.3   Elect Director Michael H. Kalkstein       For       For        Management
1.4   Elect Director Jody Lindell               For       For        Management
1.5   Elect Director Moses Marx                 For       For        Management
1.6   Elect Director Donald Press               For       For        Management
1.7   Elect Director Steven Rosenberg           For       For        Management
1.8   Elect Director A.E. Rubenstein, M.D.      For       For        Management
1.9   Elect Director Robert S. Weiss            For       For        Management
1.10  Elect Director Stanley Zinberg, M.D.      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


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

CORINTHIAN COLLEGES, INC.

Ticker:       COCO           Security ID:  218868107
Meeting Date: NOV 17, 2005   Meeting Type: Annual
Record Date:  SEP 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alice T. Kane             For       For        Management
1.2   Elect  Director Terry O. Hartshorn        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

COUNTRYWIDE FINANCIAL CORP.

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

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


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

EVEREST RE GROUP LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 23, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martin Abrahams           For       Did Not    Management
                                                          Vote
1.2   Elect  Director John R. Dunne             For       Did Not    Management
                                                          Vote
1.3   Elect  Director John A. Weber             For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     TO APPROVE AN AMENDMENT TO THE EVEREST RE For       Did Not    Management
      GROUP, LTD. 2002 STOCK INCENTIVE PLAN.              Vote


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

FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: SEP 20, 2005   Meeting Type: Annual
Record Date:  JUL 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mr. James A. Davidson     For       For        Management
1.2   Elect  Director Mr. Lip-Bu Tan            For       For        Management
2     RE-APPOINTMENT OF MR. PATRICK FOLEY AS A  For       For        Management
      DIRECTOR OF THE COMPANY.
3     Ratify Auditors                           For       For        Management
4     TO APPROVE THE AUTHORIZATION FOR THE      For       For        Management
      DIRECTORS OF THE COMPANY TO ALLOT AND
      ISSUE ORDINARY SHARES.
5     TO APPROVE THE DIRECTOR CASH COMPENSATION For       For        Management
      AND ADDITIONAL CASH COMPENSATION FOR THE
      CHAIRMAN OF THE AUDIT COMMITTEE (IF
      APPOINTED) AND FOR COMMITTEE
      PARTICIPATION.
6     TO APPROVE THE PROPOSED RENEWAL OF THE    For       For        Management
      SHARE PURCHASE MANDATE RELATING TO
      ACQUISITIONS BY THE COMPANY OF ITS OWN
      ISSUED ORDINARY SHARES.


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

FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: JUL 15, 2005   Meeting Type: Annual
Record Date:  MAY 27, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara T. Alexander      For       For        Management
1.2   Elect  Director Geoffrey T. Boisi         For       For        Management
1.3   Elect  Director Joan E. Donoghue          For       For        Management
1.4   Elect  Director Michelle Engler           For       For        Management
1.5   Elect  Director Richard Karl Goeltz       For       For        Management
1.6   Elect  Director Thomas S. Johnson         For       For        Management
1.7   Elect  Director William M. Lewis, Jr.     For       For        Management
1.8   Elect  Director Eugene M. Mcquade         For       For        Management
1.9   Elect  Director Shaun F. O'Malley         For       For        Management
1.10  Elect  Director Ronald F. Poe             For       For        Management
1.11  Elect  Director Stephen A. Ross           For       For        Management
1.12  Elect  Director Richard F. Syron          For       For        Management
1.13  Elect  Director William J. Turner         For       For        Management
2     Ratify Auditors                           For       For        Management


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

FREESCALE SEMICONDUCTOR, INC.

Ticker:       FSL            Security ID:  35687M107
Meeting Date: APR 21, 2006   Meeting Type: Annual
Record Date:  FEB 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kenin Kennedy              For       For        Management
1.2   Elect Director Michael Mayer              For       For        Management
2     Ratify Auditors                           For       For        Management


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

GENWORTH FINANCIAL, INC.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Borelli           For       For        Management
1.2   Elect Director Michael D. Fraizer         For       For        Management
1.3   Elect Director Nancy J. Karch             For       For        Management
1.4   Elect Director J. Robert Bob Kerrey       For       For        Management
1.5   Elect Director Saiyid T. Naqvi            For       For        Management
1.6   Elect Director James A. Parke             For       For        Management
1.7   Elect Director James S. Riepe             For       For        Management
1.8   Elect Director Thomas B. Wheeler          For       For        Management
2     Ratify Auditors                           For       For        Management


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

GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC )

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND ADOPT THE DIRECTORS        For       For        Management
      REPORT AND THE FINANCIAL STATEMENTS
2     TO APPROVE THE REMUNERATION REPORT        For       For        Management
3     TO ELECT DR MONCEF SLAOUI AS A DIRECTOR   For       For        Management
4     TO ELECT MR TOM DE SWAAN AS A DIRECTOR    For       For        Management
5     TO RE-ELECT MR LARRY CULP AS A DIRECTOR   For       For        Management
6     TO RE-ELECT SIR CRISPIN DAVIS AS A        For       For        Management
      DIRECTOR
7     TO RE-ELECT DR RONALDO SCHMITZ AS A       For       For        Management
      DIRECTOR
8     Ratify Auditors                           For       For        Management
9     REMUNERATION OF AUDITORS                  For       For        Management
10    TO AUTHORISE THE COMPANY TO MAKE          For       For        Management
      DONATIONS TO EU POLITICAL ORGANISATIONS
      AND INCUR EU POLITICAL EXPENDITURE
11    AUTHORITY TO ALLOT SHARES                 For       For        Management
12    DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
      (INDICATES A SPECIAL RESOLUTION)
13    AUTHORITY FOR THE COMPANY TO PURCHASE ITS For       For        Management
      OWN SHARES (INDICATES A SPECIAL
      RESOLUTION)


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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan M. Bennett            For       For        Management
1.2   Elect Director James R. Boyd              For       For        Management
1.3   Elect Director Robert  L. Crandall        For       For        Management
1.4   Elect Director Kenneth T. Derr            For       For        Management
1.5   Elect Director S.Malcolm Gillis           For       For        Management
1.6   Elect Director W.R. Howell                For       For        Management
1.7   Elect Director Ray L. Hunt                For       For        Management
1.8   Elect Director David J. Lesar             For       For        Management
1.9   Elect Director J.Landis Martin            For       For        Management
1.10  Elect Director Jay A. Precourt            For       For        Management
1.11  Elect Director Debra L. Reed              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Amend Terms of Severance Payments to      For       For        Management
      Executives
5     Review Human Rights Standards             Against   Abstain    Shareholder
6     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
7     Amend Terms of Existing Poison Pill       Against   Against    Shareholder


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

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gordon M. Bethune          For       For        Management
1.2   Elect Director Jaime Chico Pardo          For       For        Management
1.3   Elect Director David M. Cote              For       For        Management
1.4   Elect Director D. Scott Davis             For       For        Management
1.5   Elect Director Linnet F. Deily            For       For        Management
1.6   Elect Director Clive R. Hollick           For       For        Management
1.7   Elect Director James J. Howard            For       For        Management
1.8   Elect Director Bruce Karatz               For       For        Management
1.9   Elect Director Russell E. Palmer          For       For        Management
1.10  Elect Director Ivan G. Seidenberg         For       For        Management
1.11  Elect Director Bradley T. Sheares         For       For        Management
1.12  Elect Director Eric K. Shinseki           For       For        Management
1.13  Elect Director John R. Stafford           For       For        Management
1.14  Elect Director Michael W. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
6     Compensation- Director Compensation       Against   Against    Shareholder
7     Claw-back of Payments under Restatements  Against   For        Shareholder
8     Report on Public Welfare Initiative       Against   Abstain    Shareholder
9     Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)


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

HUTCHINSON TECHNOLOGY INCORPORATED

Ticker:       HTCH           Security ID:  448407106
Meeting Date: JAN 25, 2006   Meeting Type: Annual
Record Date:  DEC 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Thomas Brunberg         For       For        Management
1.2   Elect Director Archibald Cox, Jr.         For       For        Management
1.3   Elect Director Wayne M. Fortun            For       For        Management
1.4   Elect Director Jeffrey W. Green           For       For        Management
1.5   Elect Director Russell Huffer             For       For        Management
1.6   Elect Director R. Frederick McCoy, Jr.    For       For        Management
1.7   Elect Director William T. Monahan         For       For        Management
1.8   Elect Director Richard B. Solum           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

IAC/INTERACTIVECORP.

Ticker:       IACI           Security ID:  44919P102
Meeting Date: JUL 19, 2005   Meeting Type: Annual
Record Date:  JUN 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald R. Keough          For       Did Not    Management
                                                          Vote
1.2   Elect  Director Bryan Lourd               For       Did Not    Management
                                                          Vote
1.3   Elect  Director Gen H.N. Schwarzkopf      For       Did Not    Management
                                                          Vote
1.4   Elect Director Edgar Bronfman, Jr.        For       Did Not    Management
                                                          Vote
1.5   Elect Director Barry Diller               For       Did Not    Management
                                                          Vote
1.6   Elect Director Victor A. Kaufman          For       Did Not    Management
                                                          Vote
1.7   Elect Director Marie-Josee Kravis         For       Did Not    Management
                                                          Vote
1.8   Elect Director Steven Rattner             For       Did Not    Management
                                                          Vote
1.9   Elect Director Alan G. Spoon              For       Did Not    Management
                                                          Vote
1.10  Elect Director Diane Von Furstenberg      For       Did Not    Management
                                                          Vote
2     Approve Spin-Off Agreement                For       Did Not    Management
                                                          Vote
3     Approve Reverse Stock Split               For       Did Not    Management
                                                          Vote
4     Approve Director & Officer                For       Did Not    Management
      Indemnification/Liability Provisions                Vote
5     Amend Articles--Removal of Directors      For       Did Not    Management
                                                          Vote
6     Approve Omnibus Stock Plan                For       Did Not    Management
                                                          Vote
7     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

IDT CORP.

Ticker:       IDT.C          Security ID:  448947309
Meeting Date: DEC 15, 2005   Meeting Type: Annual
Record Date:  OCT 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Warren Blaker           For       For        Management
1.2   Elect Director Stephen R. Brown           For       For        Management
1.3   Elect Director James A. Courter           For       Withhold   Management
1.4   Elect Director Slade Gorton               For       For        Management
1.5   Elect Director Marc E. Knoller            For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Restricted Stock Plan             For       For        Management
4     Ratify Auditors                           For       For        Management


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

INHIBITEX INC

Ticker:       INHX           Security ID:  45719T103
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carl E. Brooks             For       For        Management
1.2   Elect Director Robert A. Hamm             For       For        Management
1.3   Elect Director Louis W. Sullivan, M.D.    For       For        Management
2     Ratify Auditors                           For       For        Management


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard D. Kinder          For       For        Management
1.2   Elect Director Edward H. Austin, Jr .     For       For        Management
1.3   Elect Director William J. Hybl            For       For        Management
1.4   Elect Director Ted A. Gardner             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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

LIBERTY GLOBAL INC.

Ticker:       LBTYA          Security ID:  530555101
Meeting Date: JUN 22, 2006   Meeting Type: Annual
Record Date:  APR 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John P. Cole, Jr.          For       For        Management
1.2   Elect Director David E. Rapley            For       For        Management
1.3   Elect Director Gene W. Schneider          For       For        Management
2     Ratify Auditors                           For       For        Management


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

LIBERTY MEDIA HOLDING CORP

Ticker:       L              Security ID:  530718105
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Formation of Holding Company      For       For        Management
2     Company Specific-Create Tracking Stock    For       For        Management
3     Approve Restructuring Plan                For       For        Management
4     Approve Restructuring Plan                For       For        Management
5     Approve Restructuring Plan                For       For        Management
6.1   Elect Director Donne F. Fisher            For       For        Management
6.2   Elect Director Gregory B. Maffei          For       For        Management
6.3   Elect Director M. LaVoy Robison           For       For        Management
7     Ratify Auditors                           For       For        Management


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

LUKOIL OAO

Ticker:       LUKFY          Security ID:  677862104
Meeting Date: JUN 28, 2006   Meeting Type: Annual
Record Date:  MAY 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE ANNUAL REPORT OF OAO       None      Did Not    Management
      LUKOIL  FOR 2005, AND THE DISTRIBUTION OF           Vote
      PROFITS: THE NET PROFIT FOR DISTRIBUTION
      FOR 2005 WAS EQUAL TO 66,326,909,000
      ROUBLES. TO DISTRIBUTE 28,068,587,000
      ROUBLES TO THE PAYMENT OF DIVIDEND FOR
      2005. THE REST OF TH
2     ELECTION OF THE BOARD OF DIRECTORS -      None      Did Not    Management
      (Cumulative Voting Applies to Directors.            Vote
      Please request a form from your ISS
      representative in order to vote for
      directors)
3     Elect Vagit Yusufovich Alekperov as       None      Did Not    Management
      President of OAO Lukoil                             Vote
4     TO ELECT THE AUDIT COMMISSION FROM THE    None      Did Not    Management
      LIST OF CANDIDATES APPROVED BY THE BOARD            Vote
      OF DIRECTORS OF OAO  LUKOIL  ON 4
      FEBRUARY 2006: KONDRATIEV, PAVEL
      GENNADIEVICH
5     TO ELECT THE AUDIT COMMISSION FROM THE    None      Did Not    Management
      LIST OF CANDIDATES APPROVED BY THE BOARD            Vote
      OF DIRECTORS OF OAO  LUKOIL  ON 4
      FEBRUARY 2006: NIKITENKO, VLADIMIR
      NIKOLAEVICH
6     TO ELECT THE AUDIT COMMISSION FROM THE    None      Did Not    Management
      LIST OF CANDIDATES APPROVED BY THE BOARD            Vote
      OF DIRECTORS OF OAO  LUKOIL  ON 4
      FEBRUARY 2006: SKLYAROVA, TATYANA
      SERGEEVNA
7     TO RECOGNIZE AS ADVISABLE THE RETENTION   None      Did Not    Management
      OF THE AMOUNTS OF REMUNERATION OF MEMBERS           Vote
      OF THE BOARD OF DIRECTORS AND THE AUDIT
      COMMISSION OF OAO  LUKOIL  ESTABLISHED BY
      DECISION OF THE ANNUAL GENERAL
      SHAREHOLDERS MEETING OF OAO  LUKOIL  OF
      24 JUNE 2004
8     TO APPROVE THE COMPANY S INDEPENDENT      None      Did Not    Management
      AUDITOR CLOSED JOINT STOCK COMPANY KPMG.            Vote
9     TO APPROVE AMENDMENTS AND ADDENDA TO THE  None      Did Not    Management
      CHARTER OF OPEN JOINT STOCK COMPANY  OIL            Vote
      COMPANY  LUKOIL , PURSUANT TO APPENDIX 1.
10    TO APPROVE AN ADDENDUM TO THE REGULATIONS None      Did Not    Management
      ON THE BOARD OF DIRECTORS OF OAO  LUKOIL            Vote
      , PURSUANT TO APPENDIX 2.
11    TO APPROVE AMENDMENTS AND ADDENDA TO THE  None      Did Not    Management
      REGULATIONS ON THE AUDIT COMMISSION OF              Vote
      OAO  LUKOIL , PURSUANT TO APPENDIX 3.
12    TO APPROVE OIL SUPPLY CONTRACT BETWEEN    None      Did Not    Management
      OAO  LUKOIL  AND OOO LUKOIL                         Vote
      VOLGOGRADNEFTEPERERABOTKA.
13    TO APPROVE SUPPLY CONTACT BETWEEN OAO     None      Did Not    Management
      LUKOIL  AND OOO LUKOIL                              Vote
      VOLGOGRADNEFTEPERERABOTKA.
14    TO APPROVE SUPPLEMENTAL AGREEMENT TO      None      Did Not    Management
      SHAREHOLDER LOAN AGREEMENT NO. 0510225 OF           Vote
      29 MARCH 2005 BETWEEN OAO LUKOIL AND OOO
      NARYANMARNEFTEGAZ.
15    TO APPROVE SUPPLEMENTAL AGREEMENT TO      None      Did Not    Management
      SHAREHOLDER LOAN AGREEMENT NO. 0610114 OF           Vote
      3 MARCH 2005 BETWEEN OAO LUKOIL AND OOO
      NARYANMARNEFTEGAZ.
16    TO APPROVE LOAN AGREEMENT BETWEEN OAO     None      Did Not    Management
      LUKOIL  AND OOO NARYANMARNEFTEGAZ.                  Vote
17    TO APPROVE LOAN AGREEMENT BETWEEN OAO     None      Did Not    Management
      LUKOIL  AND OOO NARYANMARNEFTEGAZ.                  Vote
18    TO APPROVE POLICY (CONTRACT) ON INSURING  None      Did Not    Management
      THE LIABILITY OF DIRECTORS, OFFICERS AND            Vote
      CORPORATIONS BETWEEN OAO  LUKOIL  AND OAO
      KAPITAL STRAKHOVANIE.


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

MANOR CARE, INC.

Ticker:       HCR            Security ID:  564055101
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Taylor Behrens        For       For        Management
1.2   Elect Director Joseph F. Damico           For       For        Management
1.3   Elect Director John T. Schwieters         For       For        Management
1.4   Elect Director Richard C. Tuttle          For       For        Management
1.5   Elect Director M. Keith Weikel            For       For        Management
1.6   Elect Director Gail R. Wilensky           For       For        Management
1.7   Elect Director Thomas L. Young            For       For        Management


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

MEDICINES COMPANY (THE)

Ticker:       MDCO           Security ID:  584688105
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  APR 7, 2006

#     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     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

MEDIMMUNE, INC.

Ticker:       MEDI           Security ID:  584699102
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wayne T. Hockmeyer         For       For        Management
1.2   Elect Director David M. Mott              For       For        Management
1.3   Elect Director David Baltimore            For       For        Management
1.4   Elect Director M. James Barrett           For       Withhold   Management
1.5   Elect Director James H. Cavanaugh         For       For        Management
1.6   Elect Director Barbara Hackman Franklin   For       For        Management
1.7   Elect Director Gordon S. Macklin          For       For        Management
1.8   Elect Director George M. Milne, Jr.       For       For        Management
1.9   Elect Director Elizabeth  H.S. Wyatt      For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

MGI PHARMA, INC.

Ticker:       MOGN           Security ID:  552880106
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew J. Ferrara          For       For        Management
1.2   Elect Director Edward W. Mehrer           For       For        Management
1.3   Elect Director Hugh E. Miller             For       For        Management
1.4   Elect Director Dean J. Mitchell           For       For        Management
1.5   Elect Director Leon O. Moulder, Jr.       For       For        Management
1.6   Elect Director David B. Sharrock          For       For        Management
1.7   Elect Director Waneta C. Tuttle, Ph.D.    For       For        Management
1.8   Elect Director Arthur L. Weaver, M.D.     For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 9, 2005    Meeting Type: Annual
Record Date:  SEP 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash Jr.          For       For        Management
1.4   Elect Director Dina Dublon                For       For        Management
1.5   Elect Director Raymond V. Gilmartin       For       For        Management
1.6   Elect Director A. Mclaughlin Korologos    For       For        Management
1.7   Elect Director David F. Marquardt         For       For        Management
1.8   Elect Director Charles H. Noski           For       For        Management
1.9   Elect Director Helmut Panke               For       For        Management
1.10  Elect Director Jon A. Shirley             For       For        Management
2     Ratify Auditors                           For       For        Management


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

MYOGEN, INC.

Ticker:       MYOG           Security ID:  62856E104
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael R. Bristow         For       For        Management
1.2   Elect Director Kirk K. Calhoun            For       For        Management
1.3   Elect Director J. William Freytag         For       For        Management
1.4   Elect Director Judith A. Hemberger        For       For        Management
1.5   Elect Director Jerry T. Jackson           For       For        Management
1.6   Elect Director Daniel J. Mitchell         For       For        Management
1.7   Elect Director Arnold L. Oronsky          For       For        Management
1.8   Elect Director Michael J. Valentino       For       For        Management
2     Ratify Auditors                           For       For        Management


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

NET2PHONE, INC.

Ticker:       NTOP           Security ID:  64108N106
Meeting Date: DEC 14, 2005   Meeting Type: Annual
Record Date:  NOV 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. Courter           For       Withhold   Management
1.2   Elect Director Jesse P. King              For       For        Management
1.3   Elect Director M.J. Weiss, M.D., Ph.D.    For       For        Management
2     Ratify Auditors                           For       For        Management


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

NOVELL, INC.

Ticker:       NOVL           Security ID:  670006105
Meeting Date: APR 6, 2006    Meeting Type: Annual
Record Date:  FEB 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Albert Aiello              For       For        Management
1.2   Elect Director Fred Corrado               For       For        Management
1.3   Elect Director Richard L. Crandall        For       For        Management
1.4   Elect Director Claudine B. Malone         For       For        Management
1.5   Elect Director Jack L. Messman            For       For        Management
1.6   Elect Director Richard L. Nolan           For       For        Management
1.7   Elect Director Thomas G. Plaskett         For       For        Management
1.8   Elect Director John W. Poduska, Sr.       For       For        Management
1.9   Elect Director James D. Robinson, III     For       For        Management
1.10  Elect Director Kathy Brittain White       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 10, 2005   Meeting Type: Annual
Record Date:  AUG 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey O. Henley          For       For        Management
1.2   Elect Director Lawrence J. Ellison        For       For        Management
1.3   Elect Director Donald L. Lucas            For       For        Management
1.4   Elect Director Michael J. Boskin          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey S. Berg            For       For        Management
1.7   Elect Director Safra A. Catz              For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director Joseph A. Grundfest        For       For        Management
1.10  Elect Director H. Raymond Bingham         For       For        Management
1.11  Elect Director Charles E. Phillips, Jr.   For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

ORBITAL SCIENCES CORP.

Ticker:       ORB            Security ID:  685564106
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert M. Hanisee          For       For        Management
1.2   Elect Director James G. Roche             For       For        Management
1.3   Elect Director Harrison H. Schmitt        For       For        Management
1.4   Elect Director James R. Thompson          For       For        Management
1.5   Elect Director Scott L. Webster           For       For        Management
2     Ratify Auditors                           For       For        Management


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael S. Brown           For       For        Management
1.2   Elect Director M. Anthony Burns           For       For        Management
1.3   Elect Director Robert N. Burt             For       For        Management
1.4   Elect Director W. Don Cornwell            For       For        Management
1.5   Elect Director William H. Gray, III       For       For        Management
1.6   Elect Director Constance J. Horner        For       For        Management
1.7   Elect Director William R. Howell          For       For        Management
1.8   Elect Director Stanley O. Ikenberry       For       For        Management
1.9   Elect Director George A. Lorch            For       Withhold   Management
1.10  Elect Director Henry A. McKinnell         For       For        Management
1.11  Elect Director Dana G. Mead               For       Withhold   Management
1.12  Elect Director Ruth J. Simmons            For       For        Management
1.13  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Social Proposal                           Against   Abstain    Shareholder
6     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Report on Political Contributions         Against   Abstain    Shareholder
9     Report on Animal Welfare Policy           Against   Abstain    Shareholder
10    Reort on Animal-based Testing             Against   Abstain    Shareholder


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

PLATINUM UNDERWRITERS HOLDINGS LTD

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

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


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen F. Angel           For       For        Management
1.2   Elect Director Claire W. Gargalli         For       For        Management
1.3   Elect Director G. Jackson Ratcliffe, Jr.  For       For        Management
1.4   Elect Director Dennis H. Reilley          For       For        Management
2     Declassify the Board of Directors         None      For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

RELIANT ENERGY INC.

Ticker:       RRI            Security ID:  75952B105
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel V. Staff              For       For        Management
1.2   Elect Director Kirbyjon H. Caldwell       For       For        Management
1.3   Elect Director Steven L. Miller           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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

SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO )

Ticker:       SNY            Security ID:  80105N105
Meeting Date: MAY 31, 2006   Meeting Type: Annual
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INDIVIDUAL COMPANY        For       Did Not    Management
      FINANCIAL STATEMENTS FOR THE YEAR ENDED             Vote
      DECEMBER 31, 2005
2     APPROVAL OF THE CONSOLIDATED FINANCIAL    For       Did Not    Management
      STATEMENTS FOR THE YEAR ENDED DECEMBER              Vote
      31, 2005
3     APPROPRIATION OF PROFITS; DECLARATION OF  For       Did Not    Management
      DIVIDEND                                            Vote
4     APPROVAL OF TRANSACTIONS COVERED BY THE   For       Did Not    Management
      STATUTORY AUDITORS SPECIAL REPORT                   Vote
      PREPARED IN ACCORDANCE WITH ARTICLE
      L.225-40 OF THE COMMERCIAL CODE
5     REAPPOINTMENT OF A DIRECTOR               For       Did Not    Management
                                                          Vote
6     APPOINTMENT OF A DIRECTOR                 For       Did Not    Management
                                                          Vote
7     Ratify Auditors                           For       Did Not    Management
                                                          Vote
8     Ratify Auditors                           For       Did Not    Management
                                                          Vote
9     DIRECTORS  ATTENDANCE FEES                For       Did Not    Management
                                                          Vote
10    AUTHORIZATION TO THE BOARD OF DIRECTORS   For       Did Not    Management
      TO CARRY OUT TRANSACTIONS IN SHARES                 Vote
      ISSUED BY THE COMPANY
11    REVIEW AND APPROVAL OF THE MERGER OF      For       Did Not    Management
      RHONE COOPER INTO SANOFI-AVENTIS -                  Vote
      APPROVAL OF THE CONSIDERATION FOR THE
      MERGER AND OF THE RESULTING CAPITAL
      INCREASE
12    APPROPRIATION OF MERGER PREMIUM           For       Did Not    Management
                                                          Vote
13    FORMAL RECORDING OF FINAL COMPLETION OF   For       Did Not    Management
      THE MERGER ON MAY 31, 2006 AND OF THE               Vote
      RESULTING CAPITAL INCREASE
14    AMENDMENT TO ARTICLE 6 OF THE BYLAWS      For       Did Not    Management
      AFTER THE CAPITAL INCREASE                          Vote
15    AMENDMENT TO ARTICLES 12 AND 16 OF THE    For       Did Not    Management
      BYLAWS                                              Vote
16    POWERS                                    For       Did Not    Management
                                                          Vote


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas J. Colligan         For       For        Management
1.2   Elect Director C. Robert Kidder           For       For        Management
1.3   Elect Director Carl E. Mundy, Jr.         For       For        Management
1.4   Elect Director Patricia F. Russo          For       For        Management
1.5   Elect Director Arthur F. Weinbach         For       For        Management
2     Ratify Auditor                            For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Approve Outside Director Stock            For       For        Management
      Awards/Options in Lieu of Cash
5     Approve Omnibus Stock Plan                For       For        Management
6     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
7     Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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

SYNOPSYS, INC.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aart J. De Geus            For       For        Management
1.2   Elect Director Chi-Foon Chan              For       For        Management
1.3   Elect Director Bruce R. Chizen            For       For        Management
1.4   Elect Director Deborah A. Coleman         For       For        Management
1.5   Elect Director A. Richard Newton          For       Withhold   Management
1.6   Elect Director Sasson Somekh              For       For        Management
1.7   Elect Director Roy Vallee                 For       For        Management
1.8   Elect Director Steven C. Walske           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

UBS AG

Ticker:       UBS            Security ID:  H8920M855
Meeting Date: APR 19, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 3.20 per Share
3     Approve Discharge of Board and Senior     For       For        Management
      Management
4.1.1 Reelect Rolf Meyer as Director            For       For        Management
4.1.2 Reelect Ernesto Bertarelli as Director    For       For        Management
4.2.1 Elect Gabrielle Kaufmann-Kohler as        For       For        Management
      Director
4.2.2 Elect Joerg Wolle as Director             For       For        Management
4.3   Ratify Ernst & Young Ltd. as Auditors     For       For        Management
4.4   Ratify BDO Visura as Special Auditors     For       For        Management
5.1   Approve CHF 29.7 Million Reduction in     For       For        Management
      Share Capital via Cancellation of
      Repurchased Shares
5.2   Authorize Repurchase of Issued Share      For       For        Management
      Capital
5.3   Approve Reduction in Share Capital via    For       For        Management
      Capital Repayment of CHF 0.60 per Share
5.4   Approve 2:1 Stock Split                   For       For        Management
5.5.1 Amend Articles to Reflect Changes in      For       For        Management
      Capital
5.5.2 Amend Articles Re: Capital Holding        For       For        Management
      Requirement for Submitting Shareholder
      Proposals
6     Approve Creation of CHF 15 Million Pool   For       Against    Management
      of Capital without Preemptive Rights to
      Service Existing Stock Option Plan


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

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 12, 2006   Meeting Type: Annual
Record Date:  FEB 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Louis R. Chenevert         For       For        Management
1.2   Elect Director George David               For       For        Management
1.3   Elect Director John V. Faraci             For       For        Management
1.4   Elect Director Jean-Pierre Garnier        For       For        Management
1.5   Elect Director Jamie S. Gorelick          For       For        Management
1.6   Elect Director Charles R. Lee             For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Harold McGraw, III         For       For        Management
1.9   Elect Director Frank P. Popoff, III       For       For        Management
1.10  Elect Director H. Patrick Swygert         For       For        Management
1.11  Elect Director Andre Villeneuve           For       For        Management
1.12  Elect Director H.A. Wagner                For       For        Management
1.13  Elect Director Christine Todd Whitman     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Report on Foreign Sales of Military       Against   Abstain    Shareholder
      Products


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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Goodwin, Jr.    For       For        Management
1.2   Elect Director Robert A. Ingram           For       For        Management
1.3   Elect Director Mackey J. McDonald         For       Withhold   Management
1.4   Elect Director Lanty L. Smith             For       For        Management
1.5   Elect Director Ruth G. Shaw               For       For        Management
1.6   Elect Director Ernest S. Rady             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
4     Report on Political Contributions         Against   Abstain    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 2, 2006    Meeting Type: Annual
Record Date:  APR 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aida M. Alvarez            For       For        Management
1.2   Elect Director James W. Breyer            For       For        Management
1.3   Elect Director M. Michele Burns           For       For        Management
1.4   Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
1.5   Elect Director Douglas N. Daft            For       For        Management
1.6   Elect Director David D. Glass             For       For        Management
1.7   Elect Director Roland A. Hernandez        For       For        Management
1.8   Elect Director H. Lee Scott, Jr.          For       For        Management
1.9   Elect Director Jack C. Shewmaker          For       For        Management
1.10  Elect Director Jim C. Walton              For       For        Management
1.11  Elect Director S. Robson Walton           For       For        Management
1.12  Elect Director Christopher J. Williams    For       For        Management
1.13  Elect Director Linda S. Wolf              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Animal Welfare Standards        Against   Abstain    Shareholder
4     Report on Political Contributions         Against   Abstain    Shareholder
5     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
6     Prepare a Sustainability Report           Against   Abstain    Shareholder
7     Report on Pay Disparity                   Against   Against    Shareholder
8     Report on Stock Option Distribution by    Against   Abstain    Shareholder
      Race and Gender


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

WCI COMMUNITIES INC

Ticker:       WCI            Security ID:  92923C104
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Don E. Ackerman            For       For        Management
1.2   Elect Director Charles E. Cobb, Jr.       For       For        Management
1.3   Elect Director John H. Dasburg            For       For        Management
1.4   Elect Director Hilliard M. Eure, III      For       For        Management
1.5   Elect Director F. Philip Handy            For       For        Management
1.6   Elect Director Lawrence L. Landry         For       For        Management
1.7   Elect Director Thomas F. McWilliams       For       For        Management
1.8   Elect Director Kathleen M. Shanahan       For       For        Management
1.9   Elect Director Jerry L. Starkey           For       For        Management
1.10  Elect Director Stewart Turley             For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lloyd H. Dean              For       For        Management
1.2   Elect Director Susan E. Engel             For       For        Management
1.3   Elect Director Enrique Hernandez, Jr.     For       For        Management
1.4   Elect Director Robert L. Joss             For       For        Management
1.5   Elect Director Richard M. Kovacevich      For       For        Management
1.6   Elect Director Richard D. McCormick       For       For        Management
1.7   Elect Director Cynthia H. Milligan        For       Withhold   Management
1.8   Elect Director Nicholas G. Moore          For       For        Management
1.9   Elect Director Philip J. Quigley          For       Withhold   Management
1.10  Elect Director Donald B. Rice             For       Withhold   Management
1.11  Elect Director Judith M. Runstad          For       For        Management
1.12  Elect Director Stephen W. Sanger          For       For        Management
1.13  Elect Director Susan G. Swenson           For       For        Management
1.14  Elect Director Michael W. Wright          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
4     Separate Chairman and CEO Positions       Against   For        Shareholder
5     Compensation- Director Compensation       Against   Against    Shareholder
6     Report on Discrimination in Lending       Against   Abstain    Shareholder




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


AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Darman             For       For        Management
1.2   Elect Director Paul Hanrahan              For       For        Management
1.3   Elect Director Kristina M. Johnson        For       For        Management
1.4   Elect Director John A. Koskinen           For       For        Management
1.5   Elect Director Philip Lader               For       For        Management
1.6   Elect Director John H. McArthur           For       For        Management
1.7   Elect Director Sandra O. Moose            For       For        Management
1.8   Elect Director Philip A. Odeen            For       For        Management
1.9   Elect Director Charles O. Rossotti        For       For        Management
1.10  Elect Director Sven Sandstrom             For       For        Management
2     Ratify Auditor                            For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Elizabeth E. Bailey        For       For        Management
1.2   Elect Director Harold Brown               For       For        Management
1.3   Elect Director Mathis Cabiallavetta       For       For        Management
1.4   Elect Director Louis C. Camilleri         For       For        Management
1.5   Elect Director J. Dudley Fishburn         For       For        Management
1.6   Elect Director Robert E. R. Huntley       For       For        Management
1.7   Elect Director Thomas W. Jones            For       For        Management
1.8   Elect Director George Munoz               For       For        Management
1.9   Elect Director Lucio A. Noto              For       For        Management
1.10  Elect Director John S. Reed               For       For        Management
1.11  Elect Director Stephen M. Wolf            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder
4     Adopt ILO Standards                       Against   Abstain    Shareholder
5     Inform African Americans of Health Risks  Against   Abstain    Shareholder
      Associated with Menthol Cigarettes
6     Establish Fire Safety Standards for       Against   Abstain    Shareholder
      Cigarettes
7     Adopt Animal Welfare Policy               Against   Abstain    Shareholder
8     Support Legislation to Reduce Smoking     Against   Abstain    Shareholder
9     Provide Information on Second Hand Smoke  Against   Abstain    Shareholder


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William Barnet, III        For       For        Management
1.2   Elect Director Frank P. Bramble, Sr.      For       For        Management
1.3   Elect Director John T. Collins            For       For        Management
1.4   Elect Director Gary L. Countryman         For       For        Management
1.5   Elect Director Tommy R. Franks            For       For        Management
1.6   Elect Director Paul Fulton                For       For        Management
1.7   Elect Director Charles K. Gifford         For       For        Management
1.8   Elect Director W. Steven Jones            For       For        Management
1.9   Elect Director Kenneth D. Lewis           For       For        Management
1.10  Elect Director Monica C. Lozano           For       For        Management
1.11  Elect Director Walter E. Massey           For       For        Management
1.12  Elect Director Thomas J. May              For       For        Management
1.13  Elect Director Patricia E. Mitchell       For       For        Management
1.14  Elect Director Thomas M. Ryan             For       For        Management
1.15  Elect Director O. Temple Sloan, Jr.       For       For        Management
1.16  Elect Director Meredith R. Spangler       For       For        Management
1.17  Elect Director Robert L. Tillman          For       For        Management
1.18  Elect Director Jackie M. Ward             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Publish Political Contributions           Against   Abstain    Shareholder
5     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
6     Provide for an Independent Chairman       Against   For        Shareholder
7     Exclude Reference to Sexual Orientation   Against   Abstain    Shareholder
      from the Company's EEO Statement


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

BEAR STEARNS COMPANIES INC., THE

Ticker:       BSC            Security ID:  073902108
Meeting Date: APR 11, 2006   Meeting Type: Annual
Record Date:  FEB 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Cayne             For       For        Management
1.2   Elect Director Henry S. Bienen            For       For        Management
1.3   Elect Director Carl D. Glickman           For       For        Management
1.4   Elect Director Alan C. Greenberg          For       For        Management
1.5   Elect Director Donald J. Harrington       For       For        Management
1.6   Elect Director Frank T. Nickell           For       For        Management
1.7   Elect Director Paul A. Novelly            For       For        Management
1.8   Elect Director Frederic V. Salerno        For       For        Management
1.9   Elect Director Alan D. Schwartz           For       For        Management
1.10  Elect Director Warren J. Spector          For       For        Management
1.11  Elect Director Vincent Tese               For       For        Management
1.12  Elect Director Wesley S. Williams Jr.     For       For        Management
2     Amend Deferred Compensation Plan          For       For        Management
3     Ratify Auditors                           For       For        Management


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

BP PLC  (FORM. BP AMOCO PLC )

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

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


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

CAPITAL ONE FINANCIAL CORP.

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

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


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

CITIGROUP INC.

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

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


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

CMS ENERGY CORP.

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Merribel S. Ayres          For       For        Management
1.2   Elect Director Jon E. Barfield            For       For        Management
1.3   Elect Director Richard M. Gabrys          For       For        Management
1.4   Elect Director David W. Joos              For       For        Management
1.5   Elect Director Philip R. Lochner, Jr.     For       For        Management
1.6   Elect Director Michael T. Monahan         For       For        Management
1.7   Elect Director Joseph F. Paquette, Jr.    For       For        Management
1.8   Elect Director Percy A. Pierre            For       For        Management
1.9   Elect Director Kenneth L. Way             For       For        Management
1.10  Elect Director Kenneth Whipple            For       For        Management
1.11  Elect Director John B. Yasinsky           For       For        Management
2     Ratify Auditors                           For       For        Management


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

COMPUWARE CORP.

Ticker:       CPWR           Security ID:  205638109
Meeting Date: AUG 23, 2005   Meeting Type: Annual
Record Date:  JUL 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis W. Archer           For       For        Management
1.2   Elect Director Gurminder S. Bedi          For       For        Management
1.3   Elect Director William O. Grabe           For       For        Management
1.4   Elect Director William R. Halling         For       For        Management
1.5   Elect Director Peter Karmanos, Jr.        For       For        Management
1.6   Elect Director Faye Alexander Nelson      For       For        Management
1.7   Elect Director Glenda D. Price            For       For        Management
1.8   Elect Director W. James Prowse            For       For        Management
1.9   Elect Director G. Scott Romney            For       For        Management
1.10  Elect Director Lowell P. Weicker, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management


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

COUNTRYWIDE FINANCIAL CORP.

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

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


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

DOW CHEMICAL COMPANY, THE

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jacqueline K. Barton       For       For        Management
1.2   Elect Director James A. Bell              For       For        Management
1.3   Elect Director Barbara Hackman Franklin   For       For        Management
1.4   Elect Director Andrew N. Liveris          For       For        Management
1.5   Elect Director Geoffery E. Merszei        For       For        Management
1.6   Elect Director J. Pedro Reinhard          For       For        Management
1.7   Elect Director Ruth G. Shaw               For       For        Management
1.8   Elect Director Paul G. Stern              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Remediation Policies in Bhopal  Against   Abstain    Shareholder
4     Report on Genetically Modified Organisms  Against   Abstain    Shareholder
5     Evaluate Potential Links Between Company  Against   Abstain    Shareholder
      Products and Asthma
6     Report on Security of Chemical Facilities Against   Abstain    Shareholder


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

EVEREST RE GROUP LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 23, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martin Abrahams           For       Did Not    Management
                                                          Vote
1.2   Elect  Director John R. Dunne             For       Did Not    Management
                                                          Vote
1.3   Elect  Director John A. Weber             For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     TO APPROVE AN AMENDMENT TO THE EVEREST RE For       Did Not    Management
      GROUP, LTD. 2002 STOCK INCENTIVE PLAN.              Vote


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

EXXON MOBIL CORP.

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

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


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

FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: JUL 15, 2005   Meeting Type: Annual
Record Date:  MAY 27, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara T. Alexander      For       For        Management
1.2   Elect  Director Geoffrey T. Boisi         For       For        Management
1.3   Elect  Director Joan E. Donoghue          For       For        Management
1.4   Elect  Director Michelle Engler           For       For        Management
1.5   Elect  Director Richard Karl Goeltz       For       For        Management
1.6   Elect  Director Thomas S. Johnson         For       For        Management
1.7   Elect  Director William M. Lewis, Jr.     For       For        Management
1.8   Elect  Director Eugene M. Mcquade         For       For        Management
1.9   Elect  Director Shaun F. O'Malley         For       For        Management
1.10  Elect  Director Ronald F. Poe             For       For        Management
1.11  Elect  Director Stephen A. Ross           For       For        Management
1.12  Elect  Director Richard F. Syron          For       For        Management
1.13  Elect  Director William J. Turner         For       For        Management
2     Ratify Auditors                           For       For        Management


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GENWORTH FINANCIAL, INC.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Borelli           For       For        Management
1.2   Elect Director Michael D. Fraizer         For       For        Management
1.3   Elect Director Nancy J. Karch             For       For        Management
1.4   Elect Director J. Robert Bob Kerrey       For       For        Management
1.5   Elect Director Saiyid T. Naqvi            For       For        Management
1.6   Elect Director James A. Parke             For       For        Management
1.7   Elect Director James S. Riepe             For       For        Management
1.8   Elect Director Thomas B. Wheeler          For       For        Management
2     Ratify Auditors                           For       For        Management


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HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gordon M. Bethune          For       For        Management
1.2   Elect Director Jaime Chico Pardo          For       For        Management
1.3   Elect Director David M. Cote              For       For        Management
1.4   Elect Director D. Scott Davis             For       For        Management
1.5   Elect Director Linnet F. Deily            For       For        Management
1.6   Elect Director Clive R. Hollick           For       For        Management
1.7   Elect Director James J. Howard            For       For        Management
1.8   Elect Director Bruce Karatz               For       For        Management
1.9   Elect Director Russell E. Palmer          For       For        Management
1.10  Elect Director Ivan G. Seidenberg         For       For        Management
1.11  Elect Director Bradley T. Sheares         For       For        Management
1.12  Elect Director Eric K. Shinseki           For       For        Management
1.13  Elect Director John R. Stafford           For       For        Management
1.14  Elect Director Michael W. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
6     Compensation- Director Compensation       Against   Against    Shareholder
7     Claw-back of Payments under Restatements  Against   For        Shareholder
8     Report on Public Welfare Initiative       Against   Abstain    Shareholder
9     Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)


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

HUTCHINSON TECHNOLOGY INCORPORATED

Ticker:       HTCH           Security ID:  448407106
Meeting Date: JAN 25, 2006   Meeting Type: Annual
Record Date:  DEC 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Thomas Brunberg         For       For        Management
1.2   Elect Director Archibald Cox, Jr.         For       For        Management
1.3   Elect Director Wayne M. Fortun            For       For        Management
1.4   Elect Director Jeffrey W. Green           For       For        Management
1.5   Elect Director Russell Huffer             For       For        Management
1.6   Elect Director R. Frederick McCoy, Jr.    For       For        Management
1.7   Elect Director William T. Monahan         For       For        Management
1.8   Elect Director Richard B. Solum           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

IDT CORP.

Ticker:       IDT.C          Security ID:  448947309
Meeting Date: DEC 15, 2005   Meeting Type: Annual
Record Date:  OCT 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Warren Blaker           For       For        Management
1.2   Elect Director Stephen R. Brown           For       For        Management
1.3   Elect Director James A. Courter           For       Withhold   Management
1.4   Elect Director Slade Gorton               For       For        Management
1.5   Elect Director Marc E. Knoller            For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Restricted Stock Plan             For       For        Management
4     Ratify Auditors                           For       For        Management


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

LIBERTY GLOBAL INC.

Ticker:       LBTYA          Security ID:  530555101
Meeting Date: JUN 22, 2006   Meeting Type: Annual
Record Date:  APR 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John P. Cole, Jr.          For       For        Management
1.2   Elect Director David E. Rapley            For       For        Management
1.3   Elect Director Gene W. Schneider          For       For        Management
2     Ratify Auditors                           For       For        Management


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 9, 2005    Meeting Type: Annual
Record Date:  SEP 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash Jr.          For       For        Management
1.4   Elect Director Dina Dublon                For       For        Management
1.5   Elect Director Raymond V. Gilmartin       For       For        Management
1.6   Elect Director A. Mclaughlin Korologos    For       For        Management
1.7   Elect Director David F. Marquardt         For       For        Management
1.8   Elect Director Charles H. Noski           For       For        Management
1.9   Elect Director Helmut Panke               For       For        Management
1.10  Elect Director Jon A. Shirley             For       For        Management
2     Ratify Auditors                           For       For        Management


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

NOVELL, INC.

Ticker:       NOVL           Security ID:  670006105
Meeting Date: APR 6, 2006    Meeting Type: Annual
Record Date:  FEB 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Albert Aiello              For       For        Management
1.2   Elect Director Fred Corrado               For       For        Management
1.3   Elect Director Richard L. Crandall        For       For        Management
1.4   Elect Director Claudine B. Malone         For       For        Management
1.5   Elect Director Jack L. Messman            For       For        Management
1.6   Elect Director Richard L. Nolan           For       For        Management
1.7   Elect Director Thomas G. Plaskett         For       For        Management
1.8   Elect Director John W. Poduska, Sr.       For       For        Management
1.9   Elect Director James D. Robinson, III     For       For        Management
1.10  Elect Director Kathy Brittain White       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

PETROLEO BRASILEIRO

Ticker:       PBR            Security ID:  71654V408
Meeting Date: AUG 30, 2005   Meeting Type: Special
Record Date:  AUG 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE  PROTOCOL AND             For       For        Management
      JUSTIFICATION OF THE OPERATION FOR THE
      PARTIAL AND DISPROPORTIONAL SPINNING OFF
      OF DOWNSTREAM PARTICIPACOES LTDA AND THE
      INCORPORATION OF THE DIVESTED PORTION BY
      PETROLEO BRASILEIRO S.A. - PETROBRAS ,
      DATED JULY 31, 2005
2     RATIFICATION AND NOMINATION OF THE        For       For        Management
      SPECIALIZED COMPANY FOR APPRAISING THE
      ASSETS TO BE SPUN OFF AND SUBSEQUENTLY
      INCORPORATED
3     APPROVAL OF THE VALUATION REPORT OF THE   For       For        Management
      SPUN OFF PORTION TO BE INCORPORATED BY
      PETROBRAS
4     APPROVAL OF THE SPINNING OFF FOLLOWED BY  For       For        Management
      INCORPORATION OF THE ASSETS OF THE
      DIVESTED PART OF THE COMPANY ACCORDING TO
      THE PROCEDURE IN THE DOCUMENT TO WHICH
      ITEM  1  ABOVE REFERS
5     AUTHORIZATION FOR THE EXECUTIVE BOARD TO  For       For        Management
      PRACTICE ALL NECESSARY ACTS FOR THE
      EXECUTION OF THE ABOVE ITEMS
6     APPROVAL OF THE ELECTION OF JOSE SERGIO   For       For        Management
      GABRIELLI DE AZEVEDO, CHIEF EXECUTIVE
      OFFICER, AS A MEMBER OF THE BOARD OF
      DIRECTORS OF THE COMPANY


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

PETROLEO BRASILEIRO

Ticker:       PBR            Security ID:  71654V408
Meeting Date: JUL 22, 2005   Meeting Type: Special
Record Date:  JUN 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE 300% STOCK SPLIT OF       For       For        Management
      COMPANY SHARES, RESULTING IN THE
      DISTRIBUTION, AT NO COST, OF 3 (THREE)
      NEW SHARES OF THE SAME TYPE FOR 1 (ONE)
      SHARE HELD ON AUGUST 31, 2005, AS SET
      FORTH IN THE COMPANY S NOTICE OF MEETING
      ENCLOSED HEREWITH.
2     APPROVAL TO CHANGE ARTICLE 4 OF THE       For       For        Management
      COMPANY S BYLAWS IN LIGHT OF ITEM I, AS
      SET FORTH IN THE COMPANY S NOTICE OF
      MEETING ENCLOSED HEREWITH.


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael S. Brown           For       For        Management
1.2   Elect Director M. Anthony Burns           For       For        Management
1.3   Elect Director Robert N. Burt             For       For        Management
1.4   Elect Director W. Don Cornwell            For       For        Management
1.5   Elect Director William H. Gray, III       For       For        Management
1.6   Elect Director Constance J. Horner        For       For        Management
1.7   Elect Director William R. Howell          For       For        Management
1.8   Elect Director Stanley O. Ikenberry       For       For        Management
1.9   Elect Director George A. Lorch            For       Withhold   Management
1.10  Elect Director Henry A. McKinnell         For       For        Management
1.11  Elect Director Dana G. Mead               For       Withhold   Management
1.12  Elect Director Ruth J. Simmons            For       For        Management
1.13  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Social Proposal                           Against   Abstain    Shareholder
6     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Report on Political Contributions         Against   Abstain    Shareholder
9     Report on Animal Welfare Policy           Against   Abstain    Shareholder
10    Reort on Animal-based Testing             Against   Abstain    Shareholder


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 19, 2006   Meeting Type: Annual
Record Date:  FEB 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David R. Andrews           For       For        Management
1.2   Elect Director Leslie S. Biller           For       For        Management
1.3   Elect Director David A. Coulter           For       For        Management
1.4   Elect Director C. Lee Cox                 For       For        Management
1.5   Elect Director Peter A. Darbee            For       For        Management
1.6   Elect Director Maryellen C. Herringer     For       For        Management
1.7   Elect Director Mary S. Metz               For       For        Management
1.8   Elect Director Barbara L. Rambo           For       For        Management
1.9   Elect Director Barry Lawson Williams      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
4     Provide for an Independent Chairman       Against   Against    Shareholder


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

PHELPS DODGE CORP.

Ticker:       PD             Security ID:  717265102
Meeting Date: MAY 26, 2006   Meeting Type: Annual
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles C. Krulak          For       For        Management
1.2   Elect Director Dustan E. McCoy            For       For        Management
1.3   Elect Director William J. Post            For       For        Management
1.4   Elect Director Martin H. Richenhagen      For       For        Management
1.5   Elect Director Jack E. Thompson           For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Ratify Auditors                           For       For        Management


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

PLATINUM UNDERWRITERS HOLDINGS LTD

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

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


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen F. Angel           For       For        Management
1.2   Elect Director Claire W. Gargalli         For       For        Management
1.3   Elect Director G. Jackson Ratcliffe, Jr.  For       For        Management
1.4   Elect Director Dennis H. Reilley          For       For        Management
2     Declassify the Board of Directors         None      For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 9, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara M. Barrett         For       For        Management
1.2   Elect Director Vernon E. Clark            For       For        Management
1.3   Elect Director Ferdinand                  For       For        Management
      Colloredo-Mansfeld
1.4   Elect Director John M. Deutch             For       For        Management
1.5   Elect Director Frederic M. Poses          For       For        Management
1.6   Elect Director Michael C. Ruettgers       For       For        Management
1.7   Elect Director Ronald L. Skates           For       For        Management
1.8   Elect Director William R. Spivey          For       For        Management
1.9   Elect Director Linda G. Stuntz            For       For        Management
1.10  Elect Director William H. Swanson         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Provide for Cumulative Voting             Against   Against    Shareholder
6     Submit Supplemental Executive Retirement  Against   Against    Shareholder
      Plans to Shareholder vote
7     Separate Chairman and CEO Positions       Against   For        Shareholder


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

RELIANT ENERGY INC.

Ticker:       RRI            Security ID:  75952B105
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel V. Staff              For       For        Management
1.2   Elect Director Kirbyjon H. Caldwell       For       For        Management
1.3   Elect Director Steven L. Miller           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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

SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO )

Ticker:       SNY            Security ID:  80105N105
Meeting Date: MAY 31, 2006   Meeting Type: Annual
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INDIVIDUAL COMPANY        For       Did Not    Management
      FINANCIAL STATEMENTS FOR THE YEAR ENDED             Vote
      DECEMBER 31, 2005
2     APPROVAL OF THE CONSOLIDATED FINANCIAL    For       Did Not    Management
      STATEMENTS FOR THE YEAR ENDED DECEMBER              Vote
      31, 2005
3     APPROPRIATION OF PROFITS; DECLARATION OF  For       Did Not    Management
      DIVIDEND                                            Vote
4     APPROVAL OF TRANSACTIONS COVERED BY THE   For       Did Not    Management
      STATUTORY AUDITORS SPECIAL REPORT                   Vote
      PREPARED IN ACCORDANCE WITH ARTICLE
      L.225-40 OF THE COMMERCIAL CODE
5     REAPPOINTMENT OF A DIRECTOR               For       Did Not    Management
                                                          Vote
6     APPOINTMENT OF A DIRECTOR                 For       Did Not    Management
                                                          Vote
7     Ratify Auditors                           For       Did Not    Management
                                                          Vote
8     Ratify Auditors                           For       Did Not    Management
                                                          Vote
9     DIRECTORS  ATTENDANCE FEES                For       Did Not    Management
                                                          Vote
10    AUTHORIZATION TO THE BOARD OF DIRECTORS   For       Did Not    Management
      TO CARRY OUT TRANSACTIONS IN SHARES                 Vote
      ISSUED BY THE COMPANY
11    REVIEW AND APPROVAL OF THE MERGER OF      For       Did Not    Management
      RHONE COOPER INTO SANOFI-AVENTIS -                  Vote
      APPROVAL OF THE CONSIDERATION FOR THE
      MERGER AND OF THE RESULTING CAPITAL
      INCREASE
12    APPROPRIATION OF MERGER PREMIUM           For       Did Not    Management
                                                          Vote
13    FORMAL RECORDING OF FINAL COMPLETION OF   For       Did Not    Management
      THE MERGER ON MAY 31, 2006 AND OF THE               Vote
      RESULTING CAPITAL INCREASE
14    AMENDMENT TO ARTICLE 6 OF THE BYLAWS      For       Did Not    Management
      AFTER THE CAPITAL INCREASE                          Vote
15    AMENDMENT TO ARTICLES 12 AND 16 OF THE    For       Did Not    Management
      BYLAWS                                              Vote
16    POWERS                                    For       Did Not    Management
                                                          Vote


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Brocksmith, Jr.   For       For        Management
1.2   Elect Director Donald E. Felsinger        For       For        Management
1.3   Elect Director William D. Jones           For       For        Management
1.4   Elect Director William G. Ouchi, Ph.D.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


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

SPRINT NEXTEL CORP

Ticker:       S              Security ID:  852061100
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Keith J. Bane              For       For        Management
1.2   Elect Director Gordon M. Bethune          For       For        Management
1.3   Elect Director Timothy M. Donahue         For       For        Management
1.4   Elect Director Frank M. Drendel           For       For        Management
1.5   Elect Director Gary D. Forsee             For       For        Management
1.6   Elect Director James H. Hance, Jr.        For       For        Management
1.7   Elect Director V. Janet Hill              For       For        Management
1.8   Elect Director Irvine O. Hockaday, Jr     For       For        Management
1.9   Elect Director William E. Kennard         For       For        Management
1.10  Elect Director Linda Koch Lorimer         For       For        Management
1.11  Elect Director Stephanie M. Shern         For       For        Management
1.12  Elect Director William H. Swanson         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
4     Restore or Provide for Cumulative Voting  Against   Against    Shareholder


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

SYNOPSYS, INC.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aart J. De Geus            For       For        Management
1.2   Elect Director Chi-Foon Chan              For       For        Management
1.3   Elect Director Bruce R. Chizen            For       For        Management
1.4   Elect Director Deborah A. Coleman         For       For        Management
1.5   Elect Director A. Richard Newton          For       Withhold   Management
1.6   Elect Director Sasson Somekh              For       For        Management
1.7   Elect Director Roy Vallee                 For       For        Management
1.8   Elect Director Steven C. Walske           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

TOTAL SA (FORMERLY TOTAL FINA ELF  S.A )

Ticker:       TOT            Security ID:  89151E109
Meeting Date: MAY 12, 2006   Meeting Type: Annual
Record Date:  APR 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PARENT COMPANY FINANCIAL      For       Did Not    Management
      STATEMENTS                                          Vote
2     APPROVAL OF CONSOLIDATED FINANCIAL        For       Did Not    Management
      STATEMENTS                                          Vote
3     ALLOCATION OF EARNINGS, DECLARATION OF    For       Did Not    Management
      DIVIDEND                                            Vote
4     AUTHORIZATION TO BE GIVEN TO THE BOARD OF For       Did Not    Management
      DIRECTORS TO TRANSFER THE SPECIAL                   Vote
      LONG-TERM CAPITAL GAINS RESERVED TO THE
      ACCOUNT
5     AGREEMENTS COVERED BY ARTICLE L.225-38 OF For       Did Not    Management
      THE FRENCH COMMERCIAL CODE                          Vote
6     AUTHORIZATION FOR THE BOARD OF DIRECTORS  For       Did Not    Management
      TO TRADE SHARES OF THE COMPANY                      Vote
7.1   Elect  Director Anne Lauvergeon           For       Did Not    Management
                                                          Vote
7.2   Elect  Director Daniel Bouton             For       Did Not    Management
                                                          Vote
7.3   Elect  Director Bertrand Collomb          For       Did Not    Management
                                                          Vote
7.4   Elect  Director A Jeancourt-Galignani     For       Did Not    Management
                                                          Vote
7.5   Elect  Director Michel Pebereau           For       Did Not    Management
                                                          Vote
7.6   Elect  Director Pierre Vaillaud           For       Did Not    Management
                                                          Vote
7.7   Elect  Director Christophe De Margerie    For       Did Not    Management
                                                          Vote
8     APPROVAL OF THE ASSET CONTRIBUTION BY THE For       Did Not    Management
      COMPANY TO ARKEMA, GOVERNED BY THE LEGAL            Vote
      REGIME APPLICABLE TO DEMERGERS
9     FOUR-FOR-ONE STOCK SPLIT                  For       Did Not    Management
                                                          Vote
10    AMENDMENT OF ARTICLE 11 -3 OF THE COMPANY For       Did Not    Management
      S ARTICLES OF ASSOCIATION  FIXING THE               Vote
      NUMBER OF SHARES OF THE COMPANY
11    RESOLUTION A (NOT APPROVED BY THE BOARD   Against   Did Not    Shareholder
      OF DIRECTORS)                                       Vote
12    RESOLUTION B (NOT APPROVED BY THE BOARD   Against   Did Not    Shareholder
      OF DIRECTORS)                                       Vote


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

UBS AG

Ticker:       UBS            Security ID:  H8920M855
Meeting Date: APR 19, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ANNUAL REPORT, GROUP AND PARENT COMPANY   For       For        Management
      ACCOUNTS FOR FINANCIAL YEAR 2005 REPORTS
      OF THE GROUP AND STATUTORY AUDITORS
2     APPROPRIATION OF RETAINED EARNINGS        For       For        Management
      DIVIDEND FOR FINANCIAL YEAR 2005
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       For        Management
      DIRECTORS AND THE GROUP EXECUTIVE BOARD
4     RE-ELECTION OF BOARD MEMBER: ROLF A.      For       For        Management
      MEYER
5     RE-ELECTION OF BOARD MEMBER: ERNESTO      For       For        Management
      BERTARELLI
6     ELECTION OF NEW BOARD MEMBER: GABRIELLE   For       For        Management
      KAUFMANN-KOHLER
7     ELECTION OF NEW BOARD MEMBER: JOERG WOLLE For       For        Management
8     ELECTION OF THE GROUP AND STATUTORY       For       For        Management
      AUDITORS
9     ELECTION OF THE SPECIAL AUDITORS          For       For        Management
10    CANCELLATION OF SHARES REPURCHASED UNDER  For       For        Management
      THE 2005/2006 SHARE BUYBACK PROGRAM
11    APPROVAL OF NEW SHARE BUYBACK PROGRAM FOR For       For        Management
      2006/2007
12    ONE-TIME PAYOUT IN THE FORM OF A PAR      For       For        Management
      VALUE REPAYMENT
13    SHARE SPLIT                               For       For        Management
14    AMENDMENTS TO ARTICLE 4 PARA. 1 AND       For       For        Management
      ARTICLE 4A OF THE ARTICLES OF ASSOCIATION
15    REDUCTION OF THE THRESHOLD VALUE FOR      For       For        Management
      AGENDA ITEM REQUESTS (ARTICLE 12 PARA. 1
      OF THE ARTICLES OF ASSOCIATION)
16    CREATION OF CONDITIONAL CAPITAL, APPROVAL For       Against    Management
      OF ARTICLE 4A PARA. 2 OF THE ARTICLES OF
      ASSOCIATION


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

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 12, 2006   Meeting Type: Annual
Record Date:  FEB 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Louis R. Chenevert         For       For        Management
1.2   Elect Director George David               For       For        Management
1.3   Elect Director John V. Faraci             For       For        Management
1.4   Elect Director Jean-Pierre Garnier        For       For        Management
1.5   Elect Director Jamie S. Gorelick          For       For        Management
1.6   Elect Director Charles R. Lee             For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Harold McGraw, III         For       For        Management
1.9   Elect Director Frank P. Popoff, III       For       For        Management
1.10  Elect Director H. Patrick Swygert         For       For        Management
1.11  Elect Director Andre Villeneuve           For       For        Management
1.12  Elect Director H.A. Wagner                For       For        Management
1.13  Elect Director Christine Todd Whitman     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Report on Foreign Sales of Military       Against   Abstain    Shareholder
      Products


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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Goodwin, Jr.    For       For        Management
1.2   Elect Director Robert A. Ingram           For       For        Management
1.3   Elect Director Mackey J. McDonald         For       Withhold   Management
1.4   Elect Director Lanty L. Smith             For       For        Management
1.5   Elect Director Ruth G. Shaw               For       For        Management
1.6   Elect Director Ernest S. Rady             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
4     Report on Political Contributions         Against   Abstain    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lloyd H. Dean              For       For        Management
1.2   Elect Director Susan E. Engel             For       For        Management
1.3   Elect Director Enrique Hernandez, Jr.     For       For        Management
1.4   Elect Director Robert L. Joss             For       For        Management
1.5   Elect Director Richard M. Kovacevich      For       For        Management
1.6   Elect Director Richard D. McCormick       For       For        Management
1.7   Elect Director Cynthia H. Milligan        For       Withhold   Management
1.8   Elect Director Nicholas G. Moore          For       For        Management
1.9   Elect Director Philip J. Quigley          For       Withhold   Management
1.10  Elect Director Donald B. Rice             For       Withhold   Management
1.11  Elect Director Judith M. Runstad          For       For        Management
1.12  Elect Director Stephen W. Sanger          For       For        Management
1.13  Elect Director Susan G. Swenson           For       For        Management
1.14  Elect Director Michael W. Wright          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
4     Separate Chairman and CEO Positions       Against   For        Shareholder
5     Compensation- Director Compensation       Against   Against    Shareholder
6     Report on Discrimination in Lending       Against   Abstain    Shareholder

========== 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 Series Fund, Inc., on behalf of Oppenheimer
                            Disciplined Allocation Fund and Oppenheimer Value Fund

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

Date:  August 18, 2006

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