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:                               07/01/2004-06/30/2005

Item 1.           Proxy Voting Record




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

ICA File Number: 811-03346
Reporting Period: 07/01/2004 - 06/30/2005
Oppenheimer Series Fund, Inc.









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


AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Darman             For       Withhold   Management
1.2   Elect Director Paul T. Hanrahan           For       Withhold   Management
1.3   Elect Director Kristina M. Johnson        For       Withhold   Management
1.4   Elect Director John A. Koskinen           For       Withhold   Management
1.5   Elect Director Philip Lader               For       Withhold   Management
1.6   Elect DirectorJohn H. McArthur            For       Withhold   Management
1.7   Elect Director Sandra O. Moose            For       Withhold   Management
1.8   Elect Director Philip A. Odeen            For       Withhold   Management
1.9   Elect Director Charles O. Rossotti        For       Withhold   Management
1.10  Elect Director Sven Sandstrom             For       Withhold   Management
1.11  Elect Director Roger W. Sant              For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     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       Withhold   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 Carlos Slim Helu           For       For        Management
1.12  Elect Director Stephen M. Wolf            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Eliminate Animal Testing                  Against   Abstain    Shareholder
6     Product Warnings for Pregnant Women       Against   Abstain    Shareholder
7     Cease Use of Light and Ultra Light in     Against   Abstain    Shareholder
      Cigarette Marketing
8     Apply Fire Safety Standards for           Against   Abstain    Shareholder
      Cigarettes


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

ASPEN INSURANCE HOLDINGS, LTD.

Ticker:       AHL            Security ID:  G05384105
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  APR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Christopher O'Kane-1      For       Did Not    Management
                                                          Vote
1.2   Elect  Director Heidi Hutter-1            For       Did Not    Management
                                                          Vote
1.3   Elect  Director Paul Myners-5             For       Did Not    Management
                                                          Vote
1.4   Elect  Director Christopher O'Kane-5      For       Did Not    Management
                                                          Vote
1.5   Elect  Director Julian Cusack-5           For       Did Not    Management
                                                          Vote
1.6   Elect  Director David May-5               For       Did Not    Management
                                                          Vote
1.7   Elect  Director Ian Cormack-5             For       Did Not    Management
                                                          Vote
1.8   Elect  Director Marek Gumienny-5          For       Did Not    Management
                                                          Vote
1.9   Elect  Director Richard Keeling-5         For       Did Not    Management
                                                          Vote
1.10  Elect  Director Ian Campbell-5            For       Did Not    Management
                                                          Vote
1.11  Elect  Director Sarah Davies-5            For       Did Not    Management
                                                          Vote
1.12  Elect  Director Heidi Hutter-5            For       Did Not    Management
                                                          Vote
1.13  Elect  Director Christopher O'Kane-9      For       Did Not    Management
                                                          Vote
1.14  Elect  Director Julian Cusack-9           For       Did Not    Management
                                                          Vote
1.15  Elect  Director David May-9               For       Did Not    Management
                                                          Vote
1.16  Elect  Director Ian Campbell-9            For       Did Not    Management
                                                          Vote
1.17  Elect  Director Sarah Davies-9            For       Did Not    Management
                                                          Vote
1.18  Elect  Director Christopher O'Kane-13     For       Did Not    Management
                                                          Vote
1.19  Elect  Director Julian Cusack-13          For       Did Not    Management
                                                          Vote
1.20  Elect  Director Ian Campbell-13           For       Did Not    Management
                                                          Vote
1.21  Elect  Director Sarah Davies-13           For       Did Not    Management
                                                          Vote
1.22  Elect  Director Christopher O'Kane-17     For       Did Not    Management
                                                          Vote
1.23  Elect  Director Julian Cusack-17          For       Did Not    Management
                                                          Vote
1.24  Elect  Director James Few-17              For       Did Not    Management
                                                          Vote
1.25  Elect  Director David Skinner-17          For       Did Not    Management
                                                          Vote
1.26  Elect  Director Kate Vacher-17            For       Did Not    Management
                                                          Vote
1.27  Elect  Director Sarah Davies-17           For       Did Not    Management
                                                          Vote
2     TO APPOINT KPMG AUDIT PLC, LONDON         For       Did Not    Management
      ENGLAND, TO ACT AS THE COMPANY S                    Vote
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM AND TO SET THE REMUNERATION.
3     TO AMEND BYE-LAW 1                        For       Did Not    Management
                                                          Vote
4     TO AMEND BYE-LAW 3                        For       Did Not    Management
                                                          Vote
5     TO AMEND BYE-LAW 12                       For       Did Not    Management
                                                          Vote
6     TO AMEND BYE-LAW 33                       For       Did Not    Management
                                                          Vote
7     TO AMEND BYE-LAW 85                       For       Did Not    Management
                                                          Vote
8     TO AMEND BYE-LAW 91                       For       Did Not    Management
                                                          Vote
9     TO AMEND BYE-LAW 100                      For       Did Not    Management
                                                          Vote
10    TO AMEND BYE-LAW 105                      For       Did Not    Management
                                                          Vote
11    TO AMEND BYE-LAW 109                      For       Did Not    Management
                                                          Vote
12    TO AMEND BYE-LAW 110                      For       Did Not    Management
                                                          Vote
13    TO AMEND BYE-LAW 115                      For       Did Not    Management
                                                          Vote
14    TO AMEND BYE-LAW 116                      For       Did Not    Management
                                                          Vote
15    TO AMEND BYE-LAW 119                      For       Did Not    Management
                                                          Vote
16    TO AMEND BYE-LAW 120                      For       Did Not    Management
                                                          Vote
17    TO AMEND BYE-LAW 142                      For       Did Not    Management
                                                          Vote
18    TO AMEND BYE-LAW 147                      For       Did Not    Management
                                                          Vote
19    TO AMEND BYE-LAW 148                      For       Did Not    Management
                                                          Vote
20    TO APPROVE AN AMENDMENT TO THE 2003 SHARE For       Did Not    Management
      INCENTIVE PLAN.                                     Vote


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

ASPEN INSURANCE HOLDINGS, LTD.

Ticker:       AHL            Security ID:  G05384105
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAY 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO AUTHORIZE THE DIRECTORS TO ALLOT       For       For        Management
      SHARES
2     Ratify Auditors                           For       For        Management
3     TO AUTHORIZE THE AMENDMENT TO ASPEN       For       For        Management
      INSURANCE UK LIMITED S ARTICLES RELATING
      TO INDEMNIFICATION OF DIRECTORS.
4     TO AUTHORIZE THE DIRECTORS OF ASPEN       For       For        Management
      INSURANCE UK SERVICES LIMITED TO ALLOT
      SHARES
5     Ratify Auditors                           For       For        Management
6     TO AUTHORIZE THE AMENDMENT TO ASPEN       For       For        Management
      INSURANCE UK SERVICES LIMITED S ARTICLES
      OF ASSOCIATION REGARDING INDEMNIFICATION.
7     TO AUTHORIZE THE DIRECTORS OF ASPEN (UK)  For       For        Management
      HOLDINGS LIMITED TO ALLOT SHARES.
8     Ratify Auditors                           For       For        Management
9     TO AUTHORIZE THE AMENDMENT TO ASPEN (UK)  For       For        Management
      HOLDINGS LIMITED S ARTICLES OF
      ASSOCIATION RELATING TO INDEMNIFICATION.
10    Ratify Auditors                           For       For        Management


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

ASSURED GUARANTY LTD

Ticker:       AGO            Security ID:  G0585R106
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF PATRICK W. KENNY AS CLASS I   For       For        Management
      DIRECTOR FOR A TERM EXPIRING IN 2008
2     RE-APPROVAL OF THE ASSURED GUARANTY LTD.  For       For        Management
      2004 LONG-TERM INCENTIVE PLAN
3     APPROVAL OF THE ASSURED GUARANTY LTD.     For       For        Management
      EMPLOYEE STOCK PURCHASE PLAN
4     RATIFICATION OF THE APPOINTMENT OF        For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      INDEPENDENT ACCOUNTANTS OF ASSURED
      GUARANTY LTD. FOR THE FISCAL YEAR ENDING
      DECEMBER 31, 2005
5.1   Elect  Director Howard Albert             For       For        Management
5.2   Elect  Director Robert Bailenson          For       For        Management
5.3   Elect  Director Dominic J. Frederico      For       For        Management
5.4   Elect  Director James M. Michener         For       For        Management
5.5   Elect  Director Robert B. Mills           For       For        Management
5.6   Elect  Director David Penchoff            For       For        Management
5.7   Elect  Director Pierre A. Samson          For       For        Management
5.8   Elect  Director James M. Michener         For       For        Management
5.9   Elect  Director Robert B. Mills           For       For        Management
5.10  Elect  Director Michael J. Schozer        For       For        Management
5.11  Elect  Director Kenneth Thomson           For       For        Management
5.12  Elect  Director Robert Worme              For       For        Management
6     Ratify Auditors                           For       For        Management
7     CHANGING THE NAME OF AGRI TO  ASSURED     For       For        Management
      GUARANTY RE LTD.
8     Ratify Auditors                           For       For        Management


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management
1.2   Elect  Director Charles W. Coker          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 Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director W. Steven Jones           For       For        Management
1.8   Elect  Director Kenneth D. Lewis          For       For        Management
1.9   Elect  Director Walter E. Massey          For       For        Management
1.10  Elect  Director Thomas J. May             For       For        Management
1.11  Elect  Director Patricia E. Mitchell      For       For        Management
1.12  Elect  Director Edward L. Romero          For       For        Management
1.13  Elect  Director Thomas M. Ryan            For       For        Management
1.14  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.15  Elect  Director Meredith R. Spangler      For       For        Management
1.16  Elect  Director Robert L. Tillman         For       For        Management
1.17  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political Contributions         Against   Abstain    Shareholder
4     Director Nominee Amendment                Against   Against    Shareholder


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BED BATH & BEYOND INC.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUL 1, 2004    Meeting Type: Annual
Record Date:  MAY 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Warren Eisenberg          For       For        Management
1.2   Elect  Director Victoria A. Morrison      For       For        Management
1.3   Elect  Director Stanley Barshay           For       For        Management
1.4   Elect  Director Fran Stoller              For       For        Management
1.5   Elect  Director Jordan Heller             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Glass Ceiling                             Against   Abstain    Shareholder
5     Adopt Retention Ratio for Executives      Against   Abstain    Shareholder


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

BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ray J. Groves              For       For        Management
1.2   Elect Director Peter M. Nicholas          For       For        Management
1.3   Elect Director Warren B. Rudman           For       For        Management
1.4   Elect Director James R. Tobin             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

BOWATER INC.

Ticker:       BOW            Security ID:  102183100
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Francis J. Aguilar        For       Withhold   Management
1.2   Elect  Director John A. Rolls             For       Withhold   Management
1.3   Elect  Director L. Jacques Menard         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

BP PLC  (FORM. BP AMOCO PLC )

Ticker:       BP.            Security ID:  055622104
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:  FEB 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr D C Allen              For       For        Management
1.2   Elect  Director Lord Browne               For       For        Management
1.3   Elect  Director Mr J H  Bryan             For       For        Management
1.4   Elect  Director Mr A  Burgmans            For       For        Management
1.5   Elect  Director Mr I C  Conn              For       For        Management
1.6   Elect  Director Mr E B  Davis, Jr         For       For        Management
1.7   Elect  Director Mr D J  Flint             For       For        Management
1.8   Elect  Director Dr B E  Grote             For       For        Management
1.9   Elect  Director Dr A B  Hayward           For       For        Management
1.10  Elect  Director Dr D S  Julius            For       For        Management
1.11  Elect  Director Sir Tom Mckillop          For       For        Management
1.12  Elect  Director Mr J A  Manzoni           For       For        Management
1.13  Elect  Director Dr W E  Massey            For       For        Management
1.14  Elect  Director Mr H M P  Miles           For       For        Management
1.15  Elect  Director Sir Ian Prosser           For       For        Management
1.16  Elect  Director Mr M H Wilson             For       For        Management
1.17  Elect  Director Mr P D Sutherland         For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
4     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      WITHOUT MAKING AN OFFER TO SHAREHOLDERS
5     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
6     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
7     TO APPROVE THE RENEWAL OF EXECUTIVE       For       For        Management
      DIRECTORS  INCENTIVE PLAN
8     TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND THE ACCOUNTS


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

CENDANT CORPORATION

Ticker:       CD             Security ID:  151313103
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Myra J. Biblowit           For       Withhold   Management
1.2   Elect Director Leonard S. Coleman         For       Withhold   Management
1.3   Elect Director Cheryl D. Mills            For       Withhold   Management
1.4   Elect Director Brian Mulroney             For       Withhold   Management
1.5   Elect Director Robert E. Nederlander      For       Withhold   Management
1.6   Elect Director Ronald L. Nelson           For       Withhold   Management
1.7   Elect Director Robert W. Pittman          For       Withhold   Management
1.8   Elect Director Pauline D. E. Richards     For       Withhold   Management
1.9   Elect Director Sheli Z. Rosenburg         For       Withhold   Management
1.10  Elect Director Robert F. Smith            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Outside Director Stock            For       For        Management
      Awards/Options in Lieu of Cash
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
5     Report on Pay Disparity                   Against   Against    Shareholder
6     Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Alain J.P. Belda          For       For        Management
1.3   Elect  Director George David              For       For        Management
1.4   Elect  Director Kenneth T. Derr           For       For        Management
1.5   Elect  Director John M. Deutch            For       For        Management
1.6   Elect  Director Roberto Hernandez Ramirez For       For        Management
1.7   Elect  Director Ann Dibble Jordan         For       For        Management
1.8   Elect  Director Klaus Kleinfeld           For       For        Management
1.9   Elect  Director Dudley C. Mecum           For       For        Management
1.10  Elect  Director Anne Mulcahy              For       For        Management
1.11  Elect  Director Richard D. Parsons        For       For        Management
1.12  Elect  Director Charles Prince            For       For        Management
1.13  Elect  Director Judith Rodin              For       For        Management
1.14  Elect  Director Robert E. Rubin           For       For        Management
1.15  Elect  Director Franklin A. Thomas        For       For        Management
1.16  Elect  Director Sanford I. Weill          For       For        Management
1.17  Elect  Director Robert B. Willumstad      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Limit/Prohibit Awards to Executives       Against   Against    Shareholder
5     Report on Political Contributions         Against   Against    Shareholder
6     Prohibit Chairman From Management Duties, Against   Against    Shareholder
      Titles or Responsibilities
7     Limit Executive Compensation              Against   Against    Shareholder
8     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
9     Review/Limit Executive Compensation       Against   Against    Shareholder
10    Adopt Simple Majority Vote                Against   For        Shareholder


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

COMPUWARE CORP.

Ticker:       CPWR           Security ID:  205638109
Meeting Date: AUG 24, 2004   Meeting Type: Annual
Record Date:  JUL 1, 2004

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


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

CONSTELLATION BRANDS, INC.

Ticker:       STZ.B          Security ID:  21036P108
Meeting Date: JUL 20, 2004   Meeting Type: Annual
Record Date:  MAY 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George Bresler            For       For        Management
1.2   Elect  Director Jeananne K. Hauswald      For       For        Management
1.3   Elect  Director James A. Locke III        For       For        Management
1.4   Elect  Director Richard Sands             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     Amend Omnibus Stock Plan                  For       Against    Management


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

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JUN 15, 2005   Meeting Type: Annual
Record Date:  APR 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Angelo R. Mozilo           For       For        Management
1.2   Elect Director Stanford L. Kurland        For       For        Management
1.3   Elect Director Oscar P. Robertson         For       For        Management
1.4   Elect Director Keith P. Russell           For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

CSG SYSTEMS INTERNATIONAL, INC.

Ticker:       CSGS           Security ID:  126349109
Meeting Date: MAY 27, 2005   Meeting Type: Annual
Record Date:  MAR 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bernard W. Reznicek       For       Withhold   Management
1.2   Elect  Director Donald V. Smith           For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 16, 2004   Meeting Type: Annual
Record Date:  MAY 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald J. Carty           For       For        Management
1.2   Elect  Director Michael S. Dell           For       For        Management
1.3   Elect  Director William H. Gray, III      For       For        Management
1.4   Elect  Director Judy C. Lewent            For       For        Management
1.5   Elect  Director Thomas W. Luce, III       For       For        Management
1.6   Elect  Director Klaus S. Luft             For       For        Management
1.7   Elect  Director Alex J. Mandl             For       For        Management
1.8   Elect  Director Michael A. Miles          For       For        Management
1.9   Elect  Director Samuel A. Nunn, Jr.       For       For        Management
1.10  Elect  Director Kevin B. Rollins          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   Against    Shareholder


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

EVEREST RE GROUP LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  MAR 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Gallagher       For       For        Management
1.2   Elect  Director William F. Galtney, Jr.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO APPROVE AN AMENDMENT TO THE EVEREST RE For       For        Management
      GROUP, LTD. 2003 NON-EMPLOYEE DIRECTOR
      EQUITY COMPENSATION PLAN.
4     TO APPROVE AN AMENDMENT TO THE EVEREST RE For       For        Management
      GROUP, LTD. EXECUTIVE PERFORMANCE ANNUAL
      INCENTIVE PLAN.


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

FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: SEP 23, 2004   Meeting Type: Annual
Record Date:  AUG 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael E. Marks          For       For        Management
1.2   Elect  Director Michael J. Moritz         For       For        Management
2     RE-APPOINTMENT OF PATRICK FOLEY AS A      For       For        Management
      DIRECTOR OF THE COMPANY.
3     Ratify Auditors                           For       For        Management
4     TO APPROVE AN AMENDMENT TO THE COMPANY S  For       For        Management
      1997 EMPLOYEE SHARE PURCHASE PLAN.
5     TO APPROVE AMENDMENTS TO THE COMPANY S    For       For        Management
      2001 EQUITY INCENTIVE PLAN.
6     TO APPROVE AN AMENDMENT TO THE COMPANY S  For       For        Management
      2001 EQUITY INCENTIVE PLAN TO ALLOW FOR
      ISSUANCES OF STOCK BONUSES.
7     TO APPROVE THE CONSOLIDATION OF ORDINARY  For       For        Management
      SHARES AVAILABLE UNDER OUR ASSUMED PLANS
      INTO OUR 2001 EQUITY INCENTIVE PLAN.
8     TO APPROVE THE AUTHORIZATION FOR THE      For       For        Management
      DIRECTORS OF THE COMPANY TO ALLOT AND
      ISSUE ORDINARY SHARES.
9     TO APPROVE THE AUTHORIZATION FOR THE      For       For        Management
      COMPANY TO PROVIDE $37,200 OF ANNUAL CASH
      COMPENSATION TO EACH OF ITS NON-EMPLOYEE
      DIRECTORS.
10    TO APPROVE THE AUTHORIZATION FOR THE      For       For        Management
      COMPANY TO PROVIDE AN ADDITIONAL $10,000
      OF ANNUAL CASH COMPENSATION FOR EACH OF
      ITS NON-EMPLOYEE DIRECTORS FOR COMMITTEE
      PARTICIPATION.
11    TO APPROVE THE AUTHORIZATION OF THE       For       For        Management
      PROPOSED RENEWAL OF THE SHARE REPURCHASE
      MANDATE RELATING TO ACQUISITIONS BY THE
      COMPANY OF ITS OWN ISSUED ORDINARY
      SHARES.
12    TO APPROVE THE AUTHORIZATION OF THE       For       For        Management
      PROPOSAL APPROVAL OF A BONUS ISSUE.


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

FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: NOV 4, 2004    Meeting Type: Annual
Record Date:  SEP 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara T. Alexander      For       Withhold   Management
1.2   Elect  Director Geoffrey T. Boisi         For       Withhold   Management
1.3   Elect  Director Michelle Engler           For       Withhold   Management
1.4   Elect  Director Richard Karl Goeltz       For       Withhold   Management
1.5   Elect  Director Thomas S. Johnson         For       Withhold   Management
1.6   Elect  Director William M. Lewis, Jr.     For       Withhold   Management
1.7   Elect  Director John B. Mccoy             For       Withhold   Management
1.8   Elect  Director Eugene M. Mcquade         For       Withhold   Management
1.9   Elect  Director Shaun F. O'Malley         For       Withhold   Management
1.10  Elect  Director Ronald F. Poe             For       Withhold   Management
1.11  Elect  Director Stephen A. Ross           For       Withhold   Management
1.12  Elect  Director Richard F. Syron          For       Withhold   Management
1.13  Elect  Director William J. Turner         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Employee Stock Purchase Plan        For       Against    Management


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

FREESCALE SEMICONDUCTOR, INC.

Ticker:       FSL            Security ID:  35687M107
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Raymond Bingham        For       For        Management
1.2   Elect  Director Stephen P. Kaufman        For       For        Management
2     Amend Articles                            For       For        Management
3     Amend Bylaws                              For       For        Management
4     Approve Omnibus Stock Plan                For       Against    Management
5     Ratify Auditors                           For       For        Management


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James I. Cash, Jr.        For       For        Management
1.2   Elect  Director William M. Castell        For       For        Management
1.3   Elect  Director Dennis D. Dammerman       For       For        Management
1.4   Elect  Director Ann M. Fudge              For       For        Management
1.5   Elect  Director Claudio X. Gonzalez       For       For        Management
1.6   Elect  Director Jeffrey R. Immelt         For       For        Management
1.7   Elect  Director Andrea Jung               For       For        Management
1.8   Elect  Director Alan G. Lafley            For       For        Management
1.9   Elect  Director Ralph S. Larsen           For       For        Management
1.10  Elect  Director Rochelle B. Lazarus       For       For        Management
1.11  Elect  Director Sam Nunn                  For       For        Management
1.12  Elect  Director Roger S. Penske           For       For        Management
1.13  Elect  Director Robert J. Swieringa       For       For        Management
1.14  Elect  Director Douglas A. Warner III     For       For        Management
1.15  Elect  Director Robert C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Report on Nuclear Fuel Storage Risks      Against   Against    Shareholder
5     Report on PCB Clean-up Costs              Against   Against    Shareholder
6     Adopt Policy on Overboarded Directors     Against   Against    Shareholder
7     Prepare a Sustainability Report           Against   Against    Shareholder
8     Political Contributions/Activities        Against   Against    Shareholder
9     Eliminate Animal Testing                  Against   Against    Shareholder


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

GENWORTH FINL INC

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     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 J. Robert 'bob' Kerrey    For       For        Management
1.4   Elect  Director Thomas B. Wheeler         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

GRAFTECH INTERNATIONAL, LTD.

Ticker:       GTI            Security ID:  384313102
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director R. Eugene Cartledge       For       Withhold   Management
1.2   Elect  Director Mary B. Cranston          For       Withhold   Management
1.3   Elect  Director John R. Hall              For       Withhold   Management
1.4   Elect  Director Harold E. Layman          For       Withhold   Management
1.5   Elect  Director Ferrell P. McClean        For       Withhold   Management
1.6   Elect  Director Michael C. Nahl           For       Withhold   Management
1.7   Elect  Director Frank A. Riddick, III     For       Withhold   Management
1.8   Elect  Director Craig S. Shular           For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management


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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Crandall        For       For        Management
1.2   Elect  Director Kenneth T. Derr           For       For        Management
1.3   Elect  Director S. Malcolm Gillis         For       For        Management
1.4   Elect  Director W.R. Howell               For       For        Management
1.5   Elect  Director Ray L. Hunt               For       For        Management
1.6   Elect  Director David J. Lesar            For       For        Management
1.7   Elect  Director J. Landis Martin          For       For        Management
1.8   Elect  Director Jay A. Precourt           For       For        Management
1.9   Elect  Director Debra L. Reed             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 16, 2005   Meeting Type: Annual
Record Date:  JAN 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director L.T. Babbio, Jr.           For       Withhold   Management
1.2   Elect Director P.C. Dunn                  For       Withhold   Management
1.3   Elect Director R.A. Hackborn              For       Withhold   Management
1.4   Elect Director G.A. Keyworth              For       Withhold   Management
1.5   Elect Director R.E. Knowling, Jr.         For       Withhold   Management
1.6   Elect Director T.J. Perkins               For       Withhold   Management
1.7   Elect Director R.L. Ryan                  For       Withhold   Management
1.8   Elect Director L.S. Salhany               For       Withhold   Management
1.9   Elect Director R.P. Wayman                For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


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

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 25, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marshall N. Carter        For       For        Management
1.2   Elect  Director David M. Cote             For       For        Management
1.3   Elect  Director Bradley T. Sheares        For       For        Management
1.4   Elect  Director John R. Stafford          For       For        Management
1.5   Elect  Director Michael W. Wright         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend the Certificate of Incorporation    For       For        Management
      and By-laws
5     Establish Other Board Committee           Against   For        Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Pay Disparity                   Against   Against    Shareholder
8     Performance- Based/Indexed Options        Against   Against    Shareholder
9     Approve Commonsense Executive             Against   Against    Shareholder
      Compensation Framework


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

IDT CORP.

Ticker:       IDT.C          Security ID:  448947309
Meeting Date: DEC 15, 2004   Meeting Type: Annual
Record Date:  OCT 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard S. Jonas           For       Withhold   Management
1.2   Elect  Director Michael J. Levitt         For       For        Management
1.3   Elect  Director Rudy Boschwitz            For       For        Management
1.4   Elect  Director Saul K. Fenster           For       For        Management
1.5   Elect  Director Joyce J. Mason            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig R. Barrett           For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director E. John P. Browne          For       For        Management
1.4   Elect Director D. James Guzy              For       For        Management
1.5   Elect Director Reed E. Hundt              For       For        Management
1.6   Elect Director Paul S. Otellini           For       For        Management
1.7   Elect Director David S. Pottruck          For       For        Management
1.8   Elect Director Jane E. Shaw               For       For        Management
1.9   Elect Director John L. Thornton           For       For        Management
1.10  Elect Director David B. Yoffie            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Director Hans W. Becherer For       Withhold   Management
1.2   Elect  Director Director John H. Biggs    For       Withhold   Management
1.3   Elect  Director Director Lawrence A.      For       Withhold   Management
      Bossidy
1.4   Elect  Director Director Stephen B. Burke For       Withhold   Management
1.5   Elect  Director Director James S. Crown   For       Withhold   Management
1.6   Elect  Director Director James Dimon      For       Withhold   Management
1.7   Elect  Director Director Ellen V. Futter  For       Withhold   Management
1.8   Elect  Director Director William H. Gray, For       Withhold   Management
      III
1.9   Elect  Director Director William B.       For       Withhold   Management
      Harrison, Jr
1.10  Elect  Director Director Laban P.         For       Withhold   Management
      Jackson, Jr.
1.11  Elect  Director Director John W. Kessler  For       Withhold   Management
1.12  Elect  Director Director Robert I. Lipp   For       Withhold   Management
1.13  Elect  Director Director Richard A.       For       Withhold   Management
      Manoogian
1.14  Elect  Director Director David C. Novak   For       Withhold   Management
1.15  Elect  Director Director Lee R. Raymond   For       Withhold   Management
1.16  Elect  Director Director William C.       For       Withhold   Management
      Weldon
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder
7     Adopt Executive Benefit Policy            Against   For        Shareholder


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael C. Morgan          For       For        Management
1.2   Elect Director Stewart A. Bliss           For       For        Management
1.3   Elect Director Edward Randall, III        For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Ratify Auditors                           For       For        Management


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 5, 2005    Meeting Type: Annual
Record Date:  FEB 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael L. Ainslie        For       For        Management
1.2   Elect  Director John F. Akers             For       For        Management
1.3   Elect  Director Richard S. Fuld, Jr.      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

LIBERTY GLOBAL INC.

Ticker:       LBTYA          Security ID:  530719103
Meeting Date: JUN 14, 2005   Meeting Type: Annual
Record Date:  MAY 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       Against    Management
2.1   Elect  Directors David E. Rapley          For       For        Management
2.2   Elect  Directors Larry E. Romrell         For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Ratify Auditors                           For       For        Management


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

LIBERTY MEDIA CORP.

Ticker:       L              Security ID:  530718105
Meeting Date: JUN 8, 2005    Meeting Type: Annual
Record Date:  APR 26, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David E. Rapley           For       Withhold   Management
1.2   Elect  Director Larry E. Romrell          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

LUKOIL OAO

Ticker:       LUKFY          Security ID:  677862104
Meeting Date: JAN 24, 2005   Meeting Type: Special
Record Date:  DEC 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   EARLY TERMINATION OF POWERS OF ALL        None      For        Shareholder
      MEMBERS OF THE COMPANY S BOARD OF
      DIRECTORS
1.2A  ELECT ALEKPEROV, VAGIT YUSUFOVICH AS      None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2B  ELECT BEREZHNOI, MIKHAIL PAVLOVICH AS     None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2C  ELECT GRAYFER, VALERY ISA KOVICH AS       None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2D  ELECT YESAOULKOVA, TATIANA STANISLAVOVNA  None      Against    Shareholder
      AS MEMBER OF THE BOARD OF DIRECTORS
1.2E  ELECT KUTAFIN, OLEG YEMEL YANOVICH AS     None      For        Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2F  ELECT MAGANOV, RAVIL ULFATOVICH AS MEMBER None      Against    Shareholder
      OF THE BOARD OF DIRECTORS
1.2G  ELECT MATZKE, RICHARD HERMAN AS MEMBER OF None      For        Shareholder
      THE BOARD OF DIRECTORS
1.2H  ELECT MEYERS, KEVIN OMAR AS MEMBER OF THE None      Against    Shareholder
      BOARD OF DIRECTORS
1.2I  ELECT MIKHAILOVA, SERGEI NATOLIEVICH AS   None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2J  ELECT TSVETKOV, MIKOLAI ALEXANDROVICH AS  None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2K  ELECT SHERKUNOV, IGOR VLADIMIROVICH AS    None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2L  ELECT SHOKHIN, ALEXANDER NIOLAEVICH AS    None      For        Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
2     APPROVAL OF THE AMENDMENTS AND ADDENDA TO For       For        Shareholder
      THE CHARTER OF THE OPEN JOINT STOCK
      COMPANY OIL COMPANY LUKOIL


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

LUKOIL OAO

Ticker:       LUKOY          Security ID:  677862104
Meeting Date: JUN 28, 2005   Meeting Type: Annual
Record Date:  MAY 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ENDORSEMENT OF OAO LUKOIL, ANNUAL REPORT  For       Did Not    Management
      FOR 2004, ANNUAL ACCOUNTING STATEMENT               Vote
      INCLUDING THE PROFIT-AND-LOSS STATEMENT
      (PROFIT-AND-LOSS ACCOUNTS) OF THE
      COMPANY.
2     ELECTION OF DIRECTIONS. IF YOU WISH TO    For       Did Not    Management
      VOTE SELECTIVELY OR CUMULATE, PLEASE                Vote
      CONTACT YOUR REPRESENTATIVE.
3     ELECTION OF MEMBER OF THE AUDIT           For       Did Not    Management
      COMMISSION: KONDRATYEV, PAVEL                       Vote
      GENNADYEVICH.
4     ELECTION OF MEMBER OF THE AUDIT           For       Did Not    Management
      COMMISSION: NIKITENKO, VLADIMIR                     Vote
      NIKOLAYEVICH.
5     ELECTION OF MEMBER OF THE AUDIT           For       Did Not    Management
      COMMISSION: SKLYAROVA, TATYANA                      Vote
      SERGUEYEVNA.
6     ON REMUNERATION AND COMPENSATION OF       For       Did Not    Management
      EXPENSES TO THE MEMBERS OF THE BOARD OF             Vote
      DIRECTORS AND THE AUDIT COMMISSION OF OAO
      LUKOIL.
7     ENDORSEMENT OF COMPANY AUDITORS.          For       Did Not    Management
                                                          Vote
8     APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       Did Not    Management
      CHARTERED OF THE PUBLIC JOINT STOCK                 Vote
      COMPANY OIL COMPANY LUKOIL.
9     APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       Did Not    Management
      REGULATIONS ON THE PROCEDURE FOR                    Vote
      PREPARING AND HOLDING THE GENERAL
      SHAREHOLDERS MEETING OF OAO LUKOIL.
10    APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       Did Not    Management
      REGULATIONS ON THE BOARD OF DIRECTORS OF            Vote
      OAO LUKOIL.
11    ON THE APPROVAL OF TRANSACTIONS INVOLVING For       Did Not    Management
      INTERESTED/RELATED PARTIES.                         Vote


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

MANOR CARE, INC.

Ticker:       HCR            Security ID:  564055101
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mary Taylor Behrens       For       Withhold   Management
1.2   Elect  Director Joseph F. Damico          For       Withhold   Management
1.3   Elect  Director John T. Schwieters        For       Withhold   Management
1.4   Elect  Director Gail R. Wilensky          For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hall Adams, Jr.            For       Withhold   Management
1.2   Elect Director Cary D. McMillan           For       Withhold   Management
1.3   Elect Director Michael J. Roberts         For       Withhold   Management
1.4   Elect Director James A. Skinner           For       Withhold   Management
1.5   Elect Director Anne-Marie Slaughter       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Report on Genetically Modified Organisms  Against   Abstain    Shareholder


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

MEDIMMUNE, INC.

Ticker:       MEDI           Security ID:  584699102
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

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


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 26, 2004   Meeting Type: Annual
Record Date:  JUL 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Brody, M.D.,   For       Withhold   Management
      Ph.D.
1.2   Elect  Director Arthur D. Collins, Jr.    For       Withhold   Management
1.3   Elect  Director Antonio M. Gotto, Jr.,    For       Withhold   Management
      M.D., D. Phil.
2     Ratify Auditors                           For       For        Management
3     Charitable Contributions                  Against   Abstain    Shareholder


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

MEMC ELECTRONIC MATERIALS, INC.

Ticker:       WFR            Security ID:  552715104
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nabeel Gareeb             For       For        Management
2     Ratify Auditors                           For       For        Management


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 9, 2004    Meeting Type: Annual
Record Date:  SEP 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William H. Gates III      For       Withhold   Management
1.2   Elect  Director Steven A. Ballmer         For       Withhold   Management
1.3   Elect  Director James I. Cash Jr., Ph.D.  For       Withhold   Management
1.4   Elect  Director Raymond V. Gilmartin      For       Withhold   Management
1.5   Elect  Director Ann McLaughlin Korologos  For       Withhold   Management
1.6   Elect  Director David F. Marquardt        For       Withhold   Management
1.7   Elect  Director Charles H. Noski          For       Withhold   Management
1.8   Elect  Director Dr. Helmut Panke          For       Withhold   Management
1.9   Elect  Director Jon A. Shirley            For       Withhold   Management
2     Amend Bundled Compensation Plans          For       For        Management
3     Amend Bundled Compensation Plans          For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Ratify Auditors                           For       For        Management


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

MORGAN STANLEY

Ticker:       MWD            Security ID:  617446448
Meeting Date: MAR 15, 2005   Meeting Type: Annual
Record Date:  JAN 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Jacob             For       Withhold   Management
1.2   Elect  Director Charles F. Knight         For       Withhold   Management
1.3   Elect  Director Miles L. Marsh            For       Withhold   Management
1.4   Elect  Director Laura D'Andrea Tyson      For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

MYLAN LABORATORIES INC.

Ticker:       MYL            Security ID:  628530107
Meeting Date: JUL 30, 2004   Meeting Type: Annual
Record Date:  JUN 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Milan Puskar              For       For        Management
1.2   Elect  Director Robert J. Coury           For       For        Management
1.3   Elect  Director Wendy Cameron             For       For        Management
1.4   Elect  Director Laurence S. Delynn        For       For        Management
1.5   Elect  Director Douglas J. Leech          For       For        Management
1.6   Elect  Director Joseph C. Maroon, M.D.    For       For        Management
1.7   Elect  Director Rod Piatt                 For       For        Management
1.8   Elect  Director Patricia A. Sunseri       For       For        Management
1.9   Elect  Director C.B. Todd                 For       For        Management
1.10  Elect  Director R.L. Vanderveen, Ph.D.    For       For        Management
1.11  Elect  Director Stuart A. Williams, Esq   For       For        Management


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

NET2PHONE, INC.

Ticker:       NTOP           Security ID:  64108N106
Meeting Date: DEC 16, 2004   Meeting Type: Annual
Record Date:  NOV 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Liore Alroy               For       Withhold   Management
1.2   Elect  Director Harry C. Mcpherson, Jr.   For       Withhold   Management
1.3   Elect  Director Marc J. Oppenheimer       For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

NOVELL, INC.

Ticker:       NOVL           Security ID:  670006105
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:  FEB 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Albert Aiello              For       Did Not    Management
                                                          Vote
1.2   Elect Director Fred Corrado               For       Did Not    Management
                                                          Vote
1.3   Elect Director Richard L. Crandall        For       Did Not    Management
                                                          Vote
1.4   Elect Director Wayne Mackie               For       Did Not    Management
                                                          Vote
1.5   Elect Director Claudine B. Malone         For       Did Not    Management
                                                          Vote
1.6   Elect Director Jack L. Messman            For       Did Not    Management
                                                          Vote
1.7   Elect Director Richard L. Nolan           For       Did Not    Management
                                                          Vote
1.8   Elect Director Thomas G. Plaskett         For       Did Not    Management
                                                          Vote
1.9   Elect Director John W. Poduska, Sr.       For       Did Not    Management
                                                          Vote
1.10  Elect Director John D. Robinson, III      For       Did Not    Management
                                                          Vote
1.11  Elect Director Kathy Brittain White       For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend By-Laws for Performance-Based       Against   Did Not    Shareholder
      Equity Compensation                                 Vote


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 29, 2004   Meeting Type: Annual
Record Date:  SEP 2, 2004

#     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 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
4     Amend Omnibus Stock Plan                  For       For        Management
5     Implement China Principles                Against   Abstain    Shareholder


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

ORBITAL SCIENCES CORP.

Ticker:       ORB            Security ID:  685564106
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel J. Fink            For       For        Management
1.2   Elect  Director Robert J. Hermann         For       For        Management
1.3   Elect  Director Janice I. Obuchowski      For       For        Management
1.4   Elect  Director Frank L. Salizzoni        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael S. Brown           For       Withhold   Management
1.2   Elect Director M. Anthony Burns           For       Withhold   Management
1.3   Elect Director Robert N. Burt             For       Withhold   Management
1.4   Elect Director W. Don Cornwell            For       Withhold   Management
1.5   Elect Director William H. Gray III        For       Withhold   Management
1.6   Elect Director Constance J. Horner        For       Withhold   Management
1.7   Elect Director William R. Howell          For       Withhold   Management
1.8   Elect Director Stanley O. Ikenberry       For       Withhold   Management
1.9   Elect Director George A. Lorch            For       Withhold   Management
1.10  Elect Director Henry A. McKinnell         For       Withhold   Management
1.11  Elect Director Dana G. Mead               For       Withhold   Management
1.12  Elect Director Ruth J. Simmons            For       Withhold   Management
1.13  Elect Director William C. Steere, Jr.     For       Withhold   Management
1.14  Elect Director Jean-Paul Valles           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Report on Pharmaceutical Price Restraint  Against   Abstain    Shareholder
5     Review and Report on Drug Reimportation   Against   Abstain    Shareholder
      Policy
6     Report on Political Contributions         Against   Abstain    Shareholder
7     Report on Product Availability in Canada  Against   Abstain    Shareholder
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

PHOENIX COMPANIES, INC.

Ticker:       PNX            Security ID:  71902E109
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sal H. Alfiero            For       For        Management
1.2   Elect  Director Martin N. Baily           For       For        Management
1.3   Elect  Director John H. Forsgren          For       For        Management
1.4   Elect  Director John E. Haire             For       For        Management
1.5   Elect  Director Thomas S. Johnson         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jose Alves                For       For        Management
1.2   Elect  Director Ira D. Hall               For       For        Management
1.3   Elect  Director Raymond W. Leboeuf        For       For        Management
1.4   Elect  Director Wayne T. Smith            For       For        Management
1.5   Elect  Director Robert L. Wood            For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara M. Barrett        For       For        Management
1.2   Elect  Director Frederic M. Poses         For       For        Management
1.3   Elect  Director Linda G. Stuntz           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
6     Adopt MacBride Principles                 Against   Abstain    Shareholder
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
8     Require Director Nominee Qualifications   Against   Against    Shareholder


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

RELIANT ENERGY INC.

Ticker:       RRI            Security ID:  75952B105
Meeting Date: JUN 7, 2005    Meeting Type: Annual
Record Date:  APR 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E. William Barnett        For       For        Management
1.2   Elect  Director Donald J. Breeding        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hans W. Becherer           For       Withhold   Management
1.2   Elect Director Kathryn C. Turner          For       Withhold   Management
1.3   Elect Director Robert F. W. van Oordt     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Eliminate Animal Testing                  Against   Abstain    Shareholder


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

SOUTHTRUST CORP.

Ticker:                      Security ID:  844730101
Meeting Date: OCT 28, 2004   Meeting Type: Special
Record Date:  SEP 21, 2004

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


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

SYNOPSYS, INC.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: MAY 23, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

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


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

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: JUN 16, 2005   Meeting Type: Annual
Record Date:  MAY 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul Eibeler              For       For        Management
1.2   Elect  Director Oliver R. Grace, Jr.      For       For        Management
1.3   Elect  Director Robert Flug               For       For        Management
1.4   Elect  Director Todd Emmel                For       For        Management
1.5   Elect  Director Mark Lewis                For       For        Management
1.6   Elect  Director Steven Tisch              For       For        Management
1.7   Elect  Director Barbara Kaczynski         For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

TENET HEALTHCARE CORP.

Ticker:       THC            Security ID:  88033G100
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Trevor Fetter              For       Withhold   Management
1.2   Elect Director Brenda J. Gaines           For       Withhold   Management
1.3   Elect Director Karen M. Garrison          For       Withhold   Management
1.4   Elect Director Edward A. Kangas           For       Withhold   Management
1.5   Elect Director J. Robert Kerrey           For       Withhold   Management
1.6   Elect Director Floyd D. Loop, M.D.        For       Withhold   Management
1.7   Elect Director Richard R. Pettingill      For       Withhold   Management
1.8   Elect Director James A. Unruh             For       Withhold   Management
1.9   Elect Director J. McDonald Williams       For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 10, 2005   Meeting Type: Annual
Record Date:  JAN 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director George W. Buckley         For       For        Management
1.4   Elect  Director Brian Duperreault         For       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director Rajiv L. Gupta            For       For        Management
1.7   Elect  Director John A. Krol              For       For        Management
1.8   Elect  Director Mackey J. Mcdonald        For       Withhold   Management
1.9   Elect  Director H. Carl Mccall            For       For        Management
1.10  Elect  Director Brendan R. O'Neill        For       For        Management
1.11  Elect  Director Sandra S. Wijnberg        For       For        Management
1.12  Elect  Director Jerome B. York            For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITEDGLOBAL.COM INC

Ticker:                      Security ID:  913247508
Meeting Date: JUN 14, 2005   Meeting Type: Special
Record Date:  MAY 3, 2005

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


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

UNITEDGLOBAL.COM INC

Ticker:                      Security ID:  913247508
Meeting Date: NOV 15, 2004   Meeting Type: Annual
Record Date:  SEP 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert R. Bennett         For       Withhold   Management
1.2   Elect  Director Bernard G. Dvorak         For       Withhold   Management
1.3   Elect  Director David B. Koff             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

VODAFONE GROUP PLC

Ticker:                      Security ID:  92857W100
Meeting Date: JUL 27, 2004   Meeting Type: Annual
Record Date:  JUN 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE REPORT OF THE DIRECTORS    For       For        Management
      AND FINANCIAL STATEMENTS
2     TO APPROVE THE REMUNERATION REPORT        For       For        Management
3     TO RE-ELECT PETER BAMFORD AS A DIRECTOR   For       For        Management
4     TO RE-ELECT JULIAN HORN-SMITH AS A        For       For        Management
      DIRECTOR
5     TO RE-ELECT SIR DAVID SCHOLEY AS A        For       For        Management
      DIRECTOR (MEMBER OF THE NOMINATIONS AND
      GOVERNANCE AND AUDIT COMMITTEE)
6     TO ELECT LUC VANDEVELDE AS A DIRECTOR     For       For        Management
      (MEMBER OF THE REMUNERATION COMMITTEE)
7     TO APPROVE A FINAL DIVIDEND OF 1.07800    For       For        Management
      PENCE PER ORDINARY SHARE
8     Ratify Auditors                           For       For        Management
9     TO AUTHORIZE THE AUDIT COMMITTEE TO       For       For        Management
      DETERMINE THE AUDITORS REMUNERATION
10    TO AUTHORIZE DONATIONS UNDER THE          For       For        Management
      POLITICAL PARTIES, ELECTIONS AND
      REFERENDUMS ACT 2000
11    TO RENEW AUTHORITY TO ALLOT SHARES UNDER  For       For        Management
      ARTICLE 16.2 OF THE COMPANY S ARTICLES OF
      ASSOCIATION
12    TO RENEW AUTHORITY TO DISAPPLY            For       For        Management
      PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF
      THE COMPANY S ARTICLES OF ASSOCIATION+
13    TO AUTHORIZE THE COMPANY S PURCHASE OF    For       For        Management
      ITS OWN SHARES+
14    TO AUTHORIZE THE COMPANY S PURCHASE OF    For       For        Management
      ITS OWN SHARES PURSUANT TO CONTINGENT
      PURCHASE CONTRACTS AND OFF-MARKET
      PURCHASES+


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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Baker, II          For       For        Management
1.2   Elect Director Peter C. Browing           For       For        Management
1.3   Elect Director Donald M. James            For       For        Management
1.4   Elect Director Van L. Richey              For       For        Management
1.5   Elect Director G. Kennedy Thompson        For       For        Management
1.6   Elect Director John C. Whitaker, Jr.      For       For        Management
1.7   Elect Director Wallace D. Malone, Jr.     For       For        Management
1.8   Elect Director Robert J. Brown            For       For        Management
2     Ratify Auditors                           For       For        Management


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 3, 2005    Meeting Type: Annual
Record Date:  APR 5, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Douglas N. Daft           For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director John D. Opie              For       For        Management
1.7   Elect  Director J. Paul Reason            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 Jose H. Villarreal        For       For        Management
1.11  Elect  Director John T. Walton            For       For        Management
1.12  Elect  Director S. Robson Walton          For       For        Management
1.13  Elect  Director Christopher J. Williams   For       For        Management
1.14  Elect  Director Linda S. Wolf             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Executive Compensation          Against   For        Shareholder
5     Prepare Sustainability Report             Against   Abstain    Shareholder
6     Report on Stock Option Distribution by    Against   Abstain    Shareholder
      Race and Gender
7     Report on Political Contributions         Against   Abstain    Shareholder
8     Prepare Equal Opportunity Report          Against   Abstain    Shareholder
9     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
10    Require Majority of Independent Directors Against   Against    Shareholder
      on Board
11    Performance- Based/Indexed Options        Against   Against    Shareholder


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

WATSON PHARMACEUTICALS, INC.

Ticker:       WPI            Security ID:  942683103
Meeting Date: MAY 13, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Fedida          For       Withhold   Management
1.2   Elect Director Albert F. Hummel           For       Withhold   Management
1.3   Elect Director Catherine M. Klema         For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

WCI COMMUNITIES INC

Ticker:       WCI            Security ID:  92923C104
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2.1   Elect  Directors Hilliard M. Eure, III    For       For        Management
2.2   Elect  Directors Alfred Hoffman, Jr.      For       For        Management
2.3   Elect  Directors Stewart Turley           For       For        Management


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J.A. Blanchard III         For       Withhold   Management
1.2   Elect Director Susan E. Engel             For       Withhold   Management
1.3   Elect Director Enrique Hernandez, Jr.     For       Withhold   Management
1.4   Elect Director Robert L. Joss             For       Withhold   Management
1.5   Elect Director Reatha Clark King          For       Withhold   Management
1.6   Elect Director Richard M. Kovacevich      For       Withhold   Management
1.7   Elect Director Richard D. McCormick       For       Withhold   Management
1.8   Elect Director Cynthia H. Milligan        For       Withhold   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       Withhold   Management
1.12  Elect Director Stephen W. Sanger          For       Withhold   Management
1.13  Elect Director Susan G. Swenson           For       Withhold   Management
1.14  Elect Director Michael W. Wright          For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Policy on Payday Lenders            Against   Against    Shareholder
5     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending
6     Performance- Based/Indexed Options        Against   For        Shareholder
7     Limit Executive Compensation              Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard L. Carrion        For       Withhold   Management
1.2   Elect  Director Robert Essner             For       Withhold   Management
1.3   Elect  Director John D. Feerick           For       Withhold   Management
1.4   Elect  Director Frances D. Fergusson      For       Withhold   Management
1.5   Elect  Director Robert Langer             For       Withhold   Management
1.6   Elect  Director John P. Mascotte          For       Withhold   Management
1.7   Elect  Director Mary Lake Polan           For       Withhold   Management
1.8   Elect  Director Ivan G. Seidenberg        For       Withhold   Management
1.9   Elect  Director Walter V. Shipley         For       Withhold   Management
1.10  Elect  Director John R. Torell III        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Review and Report on Drug Reimportation   Against   Abstain    Shareholder
      Policy
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Report on Political Contributions         Against   Abstain    Shareholder
7     Discontinue Promotion of Premarin and     Against   Abstain    Shareholder
      Report on Animal Testing




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


AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Darman             For       Withhold   Management
1.2   Elect Director Paul T. Hanrahan           For       Withhold   Management
1.3   Elect Director Kristina M. Johnson        For       Withhold   Management
1.4   Elect Director John A. Koskinen           For       Withhold   Management
1.5   Elect Director Philip Lader               For       Withhold   Management
1.6   Elect DirectorJohn H. McArthur            For       Withhold   Management
1.7   Elect Director Sandra O. Moose            For       Withhold   Management
1.8   Elect Director Philip A. Odeen            For       Withhold   Management
1.9   Elect Director Charles O. Rossotti        For       Withhold   Management
1.10  Elect Director Sven Sandstrom             For       Withhold   Management
1.11  Elect Director Roger W. Sant              For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

ALCAN INC.

Ticker:       AL.            Security ID:  013716105
Meeting Date: APR 28, 2005   Meeting Type: Annual/Special
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. Berger                  For       For        Management
1.2   Elect Director L.D. Desautels             For       For        Management
1.3   Elect Director T. Engen                   For       For        Management
1.4   Elect Director L.Y. Fortier               For       For        Management
1.5   Elect Director J.-P. Jacamon              For       For        Management
1.6   Elect Director W.R. Loomis                For       For        Management
1.7   Elect Director Y. Mansion                 For       For        Management
1.8   Elect Director C. Morin-Postel            For       For        Management
1.9   Elect Director H. Onno Ruding             For       For        Management
1.10  Elect Director G. Sainte-Pierre           For       For        Management
1.11  Elect Director G. Schulmeyer              For       For        Management
1.12  Elect Director P.M. Tellier               For       For        Management
1.13  Elect Director M.K. Wong                  For       For        Management
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
3     Reconfirm Shareholder Rights Plan (Poison For       For        Management
      Pill)
4     Amend Executive Share Option Plan         For       For        Management


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

ALCAN INC.

Ticker:       AL.            Security ID:  013716105
Meeting Date: DEC 22, 2004   Meeting Type: Special
Record Date:  NOV 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Arrangement Resolution for the    For       For        Management
      Reoganisation.


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

ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     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       Withhold   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 Carlos Slim Helu           For       For        Management
1.12  Elect Director Stephen M. Wolf            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Eliminate Animal Testing                  Against   Abstain    Shareholder
6     Product Warnings for Pregnant Women       Against   Abstain    Shareholder
7     Cease Use of Light and Ultra Light in     Against   Abstain    Shareholder
      Cigarette Marketing
8     Apply Fire Safety Standards for           Against   Abstain    Shareholder
      Cigarettes


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management
1.2   Elect  Director Charles W. Coker          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 Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director W. Steven Jones           For       For        Management
1.8   Elect  Director Kenneth D. Lewis          For       For        Management
1.9   Elect  Director Walter E. Massey          For       For        Management
1.10  Elect  Director Thomas J. May             For       For        Management
1.11  Elect  Director Patricia E. Mitchell      For       For        Management
1.12  Elect  Director Edward L. Romero          For       For        Management
1.13  Elect  Director Thomas M. Ryan            For       For        Management
1.14  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.15  Elect  Director Meredith R. Spangler      For       For        Management
1.16  Elect  Director Robert L. Tillman         For       For        Management
1.17  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political Contributions         Against   Abstain    Shareholder
4     Director Nominee Amendment                Against   Against    Shareholder


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

BP PLC  (FORM. BP AMOCO PLC )

Ticker:       BP.            Security ID:  055622104
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:  FEB 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr D C Allen              For       For        Management
1.2   Elect  Director Lord Browne               For       For        Management
1.3   Elect  Director Mr J H  Bryan             For       For        Management
1.4   Elect  Director Mr A  Burgmans            For       For        Management
1.5   Elect  Director Mr I C  Conn              For       For        Management
1.6   Elect  Director Mr E B  Davis, Jr         For       For        Management
1.7   Elect  Director Mr D J  Flint             For       For        Management
1.8   Elect  Director Dr B E  Grote             For       For        Management
1.9   Elect  Director Dr A B  Hayward           For       For        Management
1.10  Elect  Director Dr D S  Julius            For       For        Management
1.11  Elect  Director Sir Tom Mckillop          For       For        Management
1.12  Elect  Director Mr J A  Manzoni           For       For        Management
1.13  Elect  Director Dr W E  Massey            For       For        Management
1.14  Elect  Director Mr H M P  Miles           For       For        Management
1.15  Elect  Director Sir Ian Prosser           For       For        Management
1.16  Elect  Director Mr M H Wilson             For       For        Management
1.17  Elect  Director Mr P D Sutherland         For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
4     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      WITHOUT MAKING AN OFFER TO SHAREHOLDERS
5     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
6     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
7     TO APPROVE THE RENEWAL OF EXECUTIVE       For       For        Management
      DIRECTORS  INCENTIVE PLAN
8     TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND THE ACCOUNTS


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

CENDANT CORPORATION

Ticker:       CD             Security ID:  151313103
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Myra J. Biblowit           For       Withhold   Management
1.2   Elect Director Leonard S. Coleman         For       Withhold   Management
1.3   Elect Director Cheryl D. Mills            For       Withhold   Management
1.4   Elect Director Brian Mulroney             For       Withhold   Management
1.5   Elect Director Robert E. Nederlander      For       Withhold   Management
1.6   Elect Director Ronald L. Nelson           For       Withhold   Management
1.7   Elect Director Robert W. Pittman          For       Withhold   Management
1.8   Elect Director Pauline D. E. Richards     For       Withhold   Management
1.9   Elect Director Sheli Z. Rosenburg         For       Withhold   Management
1.10  Elect Director Robert F. Smith            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Outside Director Stock            For       For        Management
      Awards/Options in Lieu of Cash
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
5     Report on Pay Disparity                   Against   Against    Shareholder
6     Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Alain J.P. Belda          For       For        Management
1.3   Elect  Director George David              For       For        Management
1.4   Elect  Director Kenneth T. Derr           For       For        Management
1.5   Elect  Director John M. Deutch            For       For        Management
1.6   Elect  Director Roberto Hernandez Ramirez For       For        Management
1.7   Elect  Director Ann Dibble Jordan         For       For        Management
1.8   Elect  Director Klaus Kleinfeld           For       For        Management
1.9   Elect  Director Dudley C. Mecum           For       For        Management
1.10  Elect  Director Anne Mulcahy              For       For        Management
1.11  Elect  Director Richard D. Parsons        For       For        Management
1.12  Elect  Director Charles Prince            For       For        Management
1.13  Elect  Director Judith Rodin              For       For        Management
1.14  Elect  Director Robert E. Rubin           For       For        Management
1.15  Elect  Director Franklin A. Thomas        For       For        Management
1.16  Elect  Director Sanford I. Weill          For       For        Management
1.17  Elect  Director Robert B. Willumstad      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Limit/Prohibit Awards to Executives       Against   Against    Shareholder
5     Report on Political Contributions         Against   Against    Shareholder
6     Prohibit Chairman From Management Duties, Against   Against    Shareholder
      Titles or Responsibilities
7     Limit Executive Compensation              Against   Against    Shareholder
8     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
9     Review/Limit Executive Compensation       Against   Against    Shareholder
10    Adopt Simple Majority Vote                Against   For        Shareholder


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

COMPUWARE CORP.

Ticker:       CPWR           Security ID:  205638109
Meeting Date: AUG 24, 2004   Meeting Type: Annual
Record Date:  JUL 1, 2004

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


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

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JUN 15, 2005   Meeting Type: Annual
Record Date:  APR 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Angelo R. Mozilo           For       For        Management
1.2   Elect Director Stanford L. Kurland        For       For        Management
1.3   Elect Director Oscar P. Robertson         For       For        Management
1.4   Elect Director Keith P. Russell           For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

EVEREST RE GROUP LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  MAR 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Gallagher       For       For        Management
1.2   Elect  Director William F. Galtney, Jr.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO APPROVE AN AMENDMENT TO THE EVEREST RE For       For        Management
      GROUP, LTD. 2003 NON-EMPLOYEE DIRECTOR
      EQUITY COMPENSATION PLAN.
4     TO APPROVE AN AMENDMENT TO THE EVEREST RE For       For        Management
      GROUP, LTD. EXECUTIVE PERFORMANCE ANNUAL
      INCENTIVE PLAN.


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: JAN 25, 2005   Meeting Type: Annual
Record Date:  NOV 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Samuel H. Armacost        For       For        Management
1.2   Elect  Director Harmon E. Burns           For       For        Management
1.3   Elect  Director Charles Crocker           For       For        Management
1.4   Elect  Director Robert D. Joffe           For       For        Management
1.5   Elect  Director Charles B. Johnson        For       For        Management
1.6   Elect  Director Rupert H. Johnson, Jr.    For       For        Management
1.7   Elect  Director Thomas H. Kean            For       For        Management
1.8   Elect  Director Chutta Ratnathicam        For       For        Management
1.9   Elect  Director Peter M. Sacerdote        For       For        Management
1.10  Elect  Director Anne M. Tatlock           For       For        Management
1.11  Elect  Director Louis E. Woodworth        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Increase Authorized Common Stock          For       For        Management


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

FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: NOV 4, 2004    Meeting Type: Annual
Record Date:  SEP 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara T. Alexander      For       Withhold   Management
1.2   Elect  Director Geoffrey T. Boisi         For       Withhold   Management
1.3   Elect  Director Michelle Engler           For       Withhold   Management
1.4   Elect  Director Richard Karl Goeltz       For       Withhold   Management
1.5   Elect  Director Thomas S. Johnson         For       Withhold   Management
1.6   Elect  Director William M. Lewis, Jr.     For       Withhold   Management
1.7   Elect  Director John B. Mccoy             For       Withhold   Management
1.8   Elect  Director Eugene M. Mcquade         For       Withhold   Management
1.9   Elect  Director Shaun F. O'Malley         For       Withhold   Management
1.10  Elect  Director Ronald F. Poe             For       Withhold   Management
1.11  Elect  Director Stephen A. Ross           For       Withhold   Management
1.12  Elect  Director Richard F. Syron          For       Withhold   Management
1.13  Elect  Director William J. Turner         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Employee Stock Purchase Plan        For       Against    Management


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James I. Cash, Jr.        For       For        Management
1.2   Elect  Director William M. Castell        For       For        Management
1.3   Elect  Director Dennis D. Dammerman       For       For        Management
1.4   Elect  Director Ann M. Fudge              For       For        Management
1.5   Elect  Director Claudio X. Gonzalez       For       For        Management
1.6   Elect  Director Jeffrey R. Immelt         For       For        Management
1.7   Elect  Director Andrea Jung               For       For        Management
1.8   Elect  Director Alan G. Lafley            For       For        Management
1.9   Elect  Director Ralph S. Larsen           For       For        Management
1.10  Elect  Director Rochelle B. Lazarus       For       For        Management
1.11  Elect  Director Sam Nunn                  For       For        Management
1.12  Elect  Director Roger S. Penske           For       For        Management
1.13  Elect  Director Robert J. Swieringa       For       For        Management
1.14  Elect  Director Douglas A. Warner III     For       For        Management
1.15  Elect  Director Robert C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Report on Nuclear Fuel Storage Risks      Against   Against    Shareholder
5     Report on PCB Clean-up Costs              Against   Against    Shareholder
6     Adopt Policy on Overboarded Directors     Against   Against    Shareholder
7     Prepare a Sustainability Report           Against   Against    Shareholder
8     Political Contributions/Activities        Against   Against    Shareholder
9     Eliminate Animal Testing                  Against   Against    Shareholder


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

GENWORTH FINL INC

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     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 J. Robert 'bob' Kerrey    For       For        Management
1.4   Elect  Director Thomas B. Wheeler         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Crandall        For       For        Management
1.2   Elect  Director Kenneth T. Derr           For       For        Management
1.3   Elect  Director S. Malcolm Gillis         For       For        Management
1.4   Elect  Director W.R. Howell               For       For        Management
1.5   Elect  Director Ray L. Hunt               For       For        Management
1.6   Elect  Director David J. Lesar            For       For        Management
1.7   Elect  Director J. Landis Martin          For       For        Management
1.8   Elect  Director Jay A. Precourt           For       For        Management
1.9   Elect  Director Debra L. Reed             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 25, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marshall N. Carter        For       For        Management
1.2   Elect  Director David M. Cote             For       For        Management
1.3   Elect  Director Bradley T. Sheares        For       For        Management
1.4   Elect  Director John R. Stafford          For       For        Management
1.5   Elect  Director Michael W. Wright         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend the Certificate of Incorporation    For       For        Management
      and By-laws
5     Establish Other Board Committee           Against   For        Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Pay Disparity                   Against   Against    Shareholder
8     Performance- Based/Indexed Options        Against   Against    Shareholder
9     Approve Commonsense Executive             Against   Against    Shareholder
      Compensation Framework


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

IDT CORP.

Ticker:       IDT.C          Security ID:  448947309
Meeting Date: DEC 15, 2004   Meeting Type: Annual
Record Date:  OCT 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard S. Jonas           For       Withhold   Management
1.2   Elect  Director Michael J. Levitt         For       For        Management
1.3   Elect  Director Rudy Boschwitz            For       For        Management
1.4   Elect  Director Saul K. Fenster           For       For        Management
1.5   Elect  Director Joyce J. Mason            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

INCO LTD.

Ticker:       N.             Security ID:  453258402
Meeting Date: APR 20, 2005   Meeting Type: Annual/Special
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Glen A. Barton             For       For        Management
1.2   Elect Director Angus A. Bruneau           For       For        Management
1.3   Elect Director Ronald C. Cambre           For       For        Management
1.4   Elect Director Scott M. Hand              For       For        Management
1.5   Elect Director Janice K. Henry            For       For        Management
1.6   Elect Director Chaviva M. Hosek           For       For        Management
1.7   Elect Director Peter C. Jones             For       For        Management
1.8   Elect Director John T. Mayberry           For       For        Management
1.9   Elect Director David P. O'Brien           For       For        Management
1.10  Elect Director Roger Phillips             For       For        Management
1.11  Elect Director James M. Stanford          For       For        Management
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
3     Reconfirm Shareholder Rights Plan (Poison For       For        Management
      Pill)
4     Approve 2005 Key Employee Incentive Plan  For       For        Management
5     Other Business (Voting)                   For       Against    Management


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cathleen Black             For       Did Not    Management
                                                          Vote
1.2   Elect Director Kenneth I. Chenault        For       Did Not    Management
                                                          Vote
1.3   Elect Director Juergen Dormann            For       Did Not    Management
                                                          Vote
1.4   Elect Director Michael L. Eskew           For       Did Not    Management
                                                          Vote
1.5   Elect Director Carlos Ghosn               For       Did Not    Management
                                                          Vote
1.6   Elect Director Charles F. Knight          For       Did Not    Management
                                                          Vote
1.7   Elect Director Minoru Makihara            For       Did Not    Management
                                                          Vote
1.8   Elect Director Lucio A. Noto              For       Did Not    Management
                                                          Vote
1.9   Elect Director Samuel J. Palmisano        For       Did Not    Management
                                                          Vote
1.10  Elect Director Joan E. Spero              For       Did Not    Management
                                                          Vote
1.11  Elect Director Sidney Taurel              For       Did Not    Management
                                                          Vote
1.12  Elect Director Charles M. Vest            For       Did Not    Management
                                                          Vote
1.13  Elect Director Lorenzo H. Zambrano        For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Restore or Provide for Cumulative Voting  Against   Did Not    Shareholder
                                                          Vote
4     Eliminate Age Discrimination in           Against   Did Not    Shareholder
      Retirement Benefits                                 Vote
5     Calculate Executive Salary Without Regard Against   Did Not    Shareholder
      to Pension Income                                   Vote
6     Expense Stock Options                     Against   Did Not    Shareholder
                                                          Vote
7     Report on Executive Compensation          Against   Did Not    Shareholder
                                                          Vote
8     Report on Outsourcing                     Against   Did Not    Shareholder
                                                          Vote


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael C. Morgan          For       For        Management
1.2   Elect Director Stewart A. Bliss           For       For        Management
1.3   Elect Director Edward Randall, III        For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Ratify Auditors                           For       For        Management


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 5, 2005    Meeting Type: Annual
Record Date:  FEB 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael L. Ainslie        For       For        Management
1.2   Elect  Director John F. Akers             For       For        Management
1.3   Elect  Director Richard S. Fuld, Jr.      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

LUKOIL OAO

Ticker:       LUKFY          Security ID:  677862104
Meeting Date: JAN 24, 2005   Meeting Type: Special
Record Date:  DEC 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   EARLY TERMINATION OF POWERS OF ALL        None      For        Shareholder
      MEMBERS OF THE COMPANY S BOARD OF
      DIRECTORS
1.2A  ELECT ALEKPEROV, VAGIT YUSUFOVICH AS      None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2B  ELECT BEREZHNOI, MIKHAIL PAVLOVICH AS     None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2C  ELECT GRAYFER, VALERY ISA KOVICH AS       None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2D  ELECT YESAOULKOVA, TATIANA STANISLAVOVNA  None      Against    Shareholder
      AS MEMBER OF THE BOARD OF DIRECTORS
1.2E  ELECT KUTAFIN, OLEG YEMEL YANOVICH AS     None      For        Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2F  ELECT MAGANOV, RAVIL ULFATOVICH AS MEMBER None      Against    Shareholder
      OF THE BOARD OF DIRECTORS
1.2G  ELECT MATZKE, RICHARD HERMAN AS MEMBER OF None      For        Shareholder
      THE BOARD OF DIRECTORS
1.2H  ELECT MEYERS, KEVIN OMAR AS MEMBER OF THE None      Against    Shareholder
      BOARD OF DIRECTORS
1.2I  ELECT MIKHAILOVA, SERGEI NATOLIEVICH AS   None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2J  ELECT TSVETKOV, MIKOLAI ALEXANDROVICH AS  None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2K  ELECT SHERKUNOV, IGOR VLADIMIROVICH AS    None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2L  ELECT SHOKHIN, ALEXANDER NIOLAEVICH AS    None      For        Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
2     APPROVAL OF THE AMENDMENTS AND ADDENDA TO For       For        Shareholder
      THE CHARTER OF THE OPEN JOINT STOCK
      COMPANY OIL COMPANY LUKOIL


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hall Adams, Jr.            For       Withhold   Management
1.2   Elect Director Cary D. McMillan           For       Withhold   Management
1.3   Elect Director Michael J. Roberts         For       Withhold   Management
1.4   Elect Director James A. Skinner           For       Withhold   Management
1.5   Elect Director Anne-Marie Slaughter       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Report on Genetically Modified Organisms  Against   Abstain    Shareholder


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

NEWS CORPORATION

Ticker:       NWS            Security ID:  652487703
Meeting Date: OCT 26, 2004   Meeting Type: Annual
Record Date:  SEP 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     RE-ELECTION OF MR. KE COWLEY, AS          For       For        Management
      DIRECTOR.
2     RE-ELECTION OF MR. DF DEVOE, AS DIRECTOR. For       For        Management
3     ELECTION OF MR. V DINH, AS DIRECTOR.      For       For        Management
4     ELECTION OF MR. PL BARNES, AS DIRECTOR.   For       For        Management
5     ELECTION OF MR. JL THORNTON, AS DIRECTOR. For       For        Management
6     SHARE SCHEME MEETING OF ORDINARY          For       For        Management
      SHAREHOLDERS. APPROVAL OF THE SHARE
      SCHEME DESCRIBED IN THE INFORMATION
      MEMORANDUM.
7     CAPITAL REDUCTION MEETING. APPROVAL OF    For       For        Management
      THE CAPITAL REDUCTION BY CANCELLATION OF
      ALL SHARES IN THE COMPANY.
8     IF YOU MARK THE AGAINST BOX, YOU WILL NOT For       For        Management
      VOTE AS REGISTERED LEGAL OWNER OF
      NEWSCORP SHARES AND YOUR VOTE WILL NOT BE
      COUNTED IN DETERMINING WHETHER THE SHARE
      SCHEME IS APPROVED BY A MAJORITY IN
      NUMBER OF SHAREHOLDERS VOTING AT THE
      MEETINGS.


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

NEWS CORPORATION

Ticker:       NWS            Security ID:  652487802
Meeting Date: OCT 26, 2004   Meeting Type: Special
Record Date:  SEP 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     SHARE SCHEME MEETING OF PREFERRED         For       For        Management
      SHAREHOLDERS. APPROVAL OF THE SHARE
      SCHEME DESCRIBED IN THE INFORMATION
      MEMORANDUM.
2     CAPITAL REDUCTION MEETING. APPROVAL OF    For       For        Management
      THE CAPITAL REDUCTION BY CANCELLATION OF
      ALL SHARES IN THE COMPANY.
3     IF YOU MARK THE AGAINST BOX, YOU WILL NOT For       For        Management
      VOTE AS REGISTERED LEGAL OWNER OF
      NEWSCORP SHARES AND YOUR VOTE WILL NOT BE
      COUNTED IN DETERMINING WHETHER THE SHARE
      SCHEME IS APPROVED BY A MAJORITY IN
      NUMBER OF SHAREHOLDERS VOTING AT THE
      MEETINGS.


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

NOVELL, INC.

Ticker:       NOVL           Security ID:  670006105
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:  FEB 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Albert Aiello              For       Did Not    Management
                                                          Vote
1.2   Elect Director Fred Corrado               For       Did Not    Management
                                                          Vote
1.3   Elect Director Richard L. Crandall        For       Did Not    Management
                                                          Vote
1.4   Elect Director Wayne Mackie               For       Did Not    Management
                                                          Vote
1.5   Elect Director Claudine B. Malone         For       Did Not    Management
                                                          Vote
1.6   Elect Director Jack L. Messman            For       Did Not    Management
                                                          Vote
1.7   Elect Director Richard L. Nolan           For       Did Not    Management
                                                          Vote
1.8   Elect Director Thomas G. Plaskett         For       Did Not    Management
                                                          Vote
1.9   Elect Director John W. Poduska, Sr.       For       Did Not    Management
                                                          Vote
1.10  Elect Director John D. Robinson, III      For       Did Not    Management
                                                          Vote
1.11  Elect Director Kathy Brittain White       For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend By-Laws for Performance-Based       Against   Did Not    Shareholder
      Equity Compensation                                 Vote


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

PETROLEO BRASILEIRO

Ticker:       PBR/A          Security ID:  71654V408
Meeting Date: MAR 31, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE MANAGEMENT REPORT, THE    For       For        Management
      FINANCIAL STATEMENTS AND AUDIT COMMITTEE
      S OPINION FOR THE FISCAL YEAR 2004.
2     APPROVAL OF THE CAPITAL EXPENDITURES      For       For        Management
      BUDGET FOR THE FISCAL YEAR 2005.
3     APPROVAL OF THE DISTRIBUTION OF RESULTS   For       For        Management
      FOR THE FISCAL YEAR 2004.
4     APPROVAL OF THE ELECTION OF MEMBERS TO    For       For        Management
      THE BOARD OF DIRECTORS, AUDIT COMMITTEE
      AND THEIR RESPECTIVE SUBSTITUTES, TO VOTE
      IN THE SAME MANNER AS THE MAJORITY OF THE
      SHAREHOLDERS AT THE MEETING.
5     APPROVAL OF THE ELECTION OF THE CHAIRMAN  For       For        Management
      OF THE BOARD OF DIRECTORS.
6     APPROVAL OF THE ESTABLISHMENT OF THE      For       Against    Management
      COMPENSATION OF MANAGEMENT AND EFFECTIVE
      MEMBERS OF THE AUDIT COMMITTEE, AS WELL
      AS THEIR PARTICIPATION IN THE PROFITS
      PURSUANT TO ARTICLES 41 AND 56 OF THE
      COMPANY S BYLAWS.


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 20, 2005   Meeting Type: Annual
Record Date:  FEB 22, 2005

#     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 Robert D. Glynn, Jr       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     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Adopt Policy on Nuclear Waste Storage     Against   Abstain    Shareholder
6     Amend Terms of Existing Poison Pill       Against   Abstain    Shareholder
7     Performance- Based/Indexed Options        Against   Abstain    Shareholder
8     Allow Vote on Golden Parachutes           Against   Against    Shareholder


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

PLATINUM UNDERWRITERS HOLDINGS LTD

Ticker:       PTP            Security ID:  G7127P100
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 10, 2005

#     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 Neill A. Currie           For       For        Management
1.5   Elect  Director Robert V. Deutsch         For       For        Management
1.6   Elect  Director Gregory E.A. Morrison     For       For        Management
1.7   Elect  Director Steven H. Newman          For       For        Management
1.8   Elect  Director Peter T. Pruitt           For       For        Management
2     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
      2005 FISCAL YEAR.


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jose Alves                For       For        Management
1.2   Elect  Director Ira D. Hall               For       For        Management
1.3   Elect  Director Raymond W. Leboeuf        For       For        Management
1.4   Elect  Director Wayne T. Smith            For       For        Management
1.5   Elect  Director Robert L. Wood            For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara M. Barrett        For       For        Management
1.2   Elect  Director Frederic M. Poses         For       For        Management
1.3   Elect  Director Linda G. Stuntz           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
6     Adopt MacBride Principles                 Against   Abstain    Shareholder
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
8     Require Director Nominee Qualifications   Against   Against    Shareholder


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

RELIANT ENERGY INC.

Ticker:       RRI            Security ID:  75952B105
Meeting Date: JUN 7, 2005    Meeting Type: Annual
Record Date:  APR 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E. William Barnett        For       For        Management
1.2   Elect  Director Donald J. Breeding        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: APR 5, 2005    Meeting Type: Annual
Record Date:  FEB 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard A. Collato        For       Withhold   Management
1.2   Elect  Director Denise K. Fletcher        For       For        Management
1.3   Elect  Director William C. Rusnack        For       Withhold   Management
1.4   Elect  Director William P. Rutledge       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Option Expensing                  Against   For        Shareholder
4     Declassify the Board of Directors         Against   For        Shareholder
5     Performance-Based/Indexed Options         Against   Abstain    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

SYNOPSYS, INC.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: MAY 23, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

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


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

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: JUN 16, 2005   Meeting Type: Annual
Record Date:  MAY 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul Eibeler              For       For        Management
1.2   Elect  Director Oliver R. Grace, Jr.      For       For        Management
1.3   Elect  Director Robert Flug               For       For        Management
1.4   Elect  Director Todd Emmel                For       For        Management
1.5   Elect  Director Mark Lewis                For       For        Management
1.6   Elect  Director Steven Tisch              For       For        Management
1.7   Elect  Director Barbara Kaczynski         For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 10, 2005   Meeting Type: Annual
Record Date:  JAN 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director George W. Buckley         For       For        Management
1.4   Elect  Director Brian Duperreault         For       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director Rajiv L. Gupta            For       For        Management
1.7   Elect  Director John A. Krol              For       For        Management
1.8   Elect  Director Mackey J. Mcdonald        For       Withhold   Management
1.9   Elect  Director H. Carl Mccall            For       For        Management
1.10  Elect  Director Brendan R. O'Neill        For       For        Management
1.11  Elect  Director Sandra S. Wijnberg        For       For        Management
1.12  Elect  Director Jerome B. York            For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITEDGLOBAL.COM INC

Ticker:                      Security ID:  913247508
Meeting Date: JUN 14, 2005   Meeting Type: Special
Record Date:  MAY 3, 2005

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


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

UNITEDGLOBAL.COM INC

Ticker:                      Security ID:  913247508
Meeting Date: NOV 15, 2004   Meeting Type: Annual
Record Date:  SEP 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert R. Bennett         For       Withhold   Management
1.2   Elect  Director Bernard G. Dvorak         For       Withhold   Management
1.3   Elect  Director David B. Koff             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Barker            For       Withhold   Management
1.2   Elect Director Richard L. Carrion         For       Withhold   Management
1.3   Elect Director Robert W. Lane             For       Withhold   Management
1.4   Elect Director Sandra O. Moose            For       Withhold   Management
1.5   Elect Director Joseph Neubauer            For       Withhold   Management
1.6   Elect Director Thomas H. O' Brien         For       Withhold   Management
1.7   Elect Director Hugh B. Price              For       Withhold   Management
1.8   Elect Director Ivan G. Seidenberg         For       Withhold   Management
1.9   Elect Director Walter V. Shipley          For       Withhold   Management
1.10  Elect Director John R. Stafford           For       Withhold   Management
1.11  Elect Director Robert D. Storey           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Amend Director/Officer                    Against   Against    Shareholder
      Liability/Indemnifications Provisions
8     Report on Political Contributions         Against   Abstain    Shareholder


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

VODAFONE GROUP PLC

Ticker:                      Security ID:  92857W100
Meeting Date: JUL 27, 2004   Meeting Type: Annual
Record Date:  JUN 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE REPORT OF THE DIRECTORS    For       For        Management
      AND FINANCIAL STATEMENTS
2     TO APPROVE THE REMUNERATION REPORT        For       For        Management
3     TO RE-ELECT PETER BAMFORD AS A DIRECTOR   For       For        Management
4     TO RE-ELECT JULIAN HORN-SMITH AS A        For       For        Management
      DIRECTOR
5     TO RE-ELECT SIR DAVID SCHOLEY AS A        For       For        Management
      DIRECTOR (MEMBER OF THE NOMINATIONS AND
      GOVERNANCE AND AUDIT COMMITTEE)
6     TO ELECT LUC VANDEVELDE AS A DIRECTOR     For       For        Management
      (MEMBER OF THE REMUNERATION COMMITTEE)
7     TO APPROVE A FINAL DIVIDEND OF 1.07800    For       For        Management
      PENCE PER ORDINARY SHARE
8     Ratify Auditors                           For       For        Management
9     TO AUTHORIZE THE AUDIT COMMITTEE TO       For       For        Management
      DETERMINE THE AUDITORS REMUNERATION
10    TO AUTHORIZE DONATIONS UNDER THE          For       For        Management
      POLITICAL PARTIES, ELECTIONS AND
      REFERENDUMS ACT 2000
11    TO RENEW AUTHORITY TO ALLOT SHARES UNDER  For       For        Management
      ARTICLE 16.2 OF THE COMPANY S ARTICLES OF
      ASSOCIATION
12    TO RENEW AUTHORITY TO DISAPPLY            For       For        Management
      PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF
      THE COMPANY S ARTICLES OF ASSOCIATION+
13    TO AUTHORIZE THE COMPANY S PURCHASE OF    For       For        Management
      ITS OWN SHARES+
14    TO AUTHORIZE THE COMPANY S PURCHASE OF    For       For        Management
      ITS OWN SHARES PURSUANT TO CONTINGENT
      PURCHASE CONTRACTS AND OFF-MARKET
      PURCHASES+


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J.A. Blanchard III         For       Withhold   Management
1.2   Elect Director Susan E. Engel             For       Withhold   Management
1.3   Elect Director Enrique Hernandez, Jr.     For       Withhold   Management
1.4   Elect Director Robert L. Joss             For       Withhold   Management
1.5   Elect Director Reatha Clark King          For       Withhold   Management
1.6   Elect Director Richard M. Kovacevich      For       Withhold   Management
1.7   Elect Director Richard D. McCormick       For       Withhold   Management
1.8   Elect Director Cynthia H. Milligan        For       Withhold   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       Withhold   Management
1.12  Elect Director Stephen W. Sanger          For       Withhold   Management
1.13  Elect Director Susan G. Swenson           For       Withhold   Management
1.14  Elect Director Michael W. Wright          For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Policy on Payday Lenders            Against   Against    Shareholder
5     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending
6     Performance- Based/Indexed Options        Against   For        Shareholder
7     Limit Executive Compensation              Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard L. Carrion        For       Withhold   Management
1.2   Elect  Director Robert Essner             For       Withhold   Management
1.3   Elect  Director John D. Feerick           For       Withhold   Management
1.4   Elect  Director Frances D. Fergusson      For       Withhold   Management
1.5   Elect  Director Robert Langer             For       Withhold   Management
1.6   Elect  Director John P. Mascotte          For       Withhold   Management
1.7   Elect  Director Mary Lake Polan           For       Withhold   Management
1.8   Elect  Director Ivan G. Seidenberg        For       Withhold   Management
1.9   Elect  Director Walter V. Shipley         For       Withhold   Management
1.10  Elect  Director John R. Torell III        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Review and Report on Drug Reimportation   Against   Abstain    Shareholder
      Policy
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Report on Political Contributions         Against   Abstain    Shareholder
7     Discontinue Promotion of Premarin and     Against   Abstain    Shareholder
      Report on Animal Testing

========== 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 24, 2005

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