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:                           811-03346

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:                        Robert G. Zack, Executive Vice President and General
                                                              Counsel
                                                              OppenheimerFunds, Inc.
                                                              Two World Financial Center
                                                              225 Liberty Street
                                                              New York, NY 10281-1008

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

Date of fiscal year end:                                      10/31

Date of reporting period:                                     07/01/2007-06/30/2008

Item 1.                    Proxy Voting Record




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

Alliant Techsystems Inc.

Ticker:       ATK            Security ID:  18804104
Meeting Date: JUL 31, 2007   Meeting Type: Annual
Record Date:  JUN 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frances D. Cook            For       For        Management
1.2   Elect Director Martin C. Faga             For       For        Management
1.3   Elect Director Ronald R. Fogleman         For       For        Management
1.4   Elect Director Cynthia L. Lesher          For       For        Management
1.5   Elect Director Douglas L. Maine           For       For        Management
1.6   Elect Director Roman Martinez, IV         For       For        Management
1.7   Elect Director Daniel J. Murphy           For       For        Management
1.8   Elect Director Mark H. Ronald             For       For        Management
1.9   Elect Director Michael T. Smith           For       For        Management
1.10  Elect Director William G. Van Dyke        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Report on Depleted Uranium Weapons        Against   Abstain    Shareholder
      Components


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

Altria Group, Inc.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Elizabeth E. Bailey        For       For        Management
2     Elect Director Gerald L. Baliles          For       For        Management
3     Elect Director Dinyar S. Devitre          For       For        Management
4     Elect Director Thomas F. Farrell II       For       For        Management
5     Elect Director Robert E. R. Huntley       For       For        Management
6     Elect Director Thomas W. Jones            For       For        Management
7     Elect Director George Muoz               For       For        Management
8     Elect Director Michael E. Szymanczyk      For       For        Management
9     Ratify Auditors                           For       For        Management
10    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
11    Provide for Cumulative Voting             Against   Against    Shareholder
12    Adopt the Marketing and Advertising       Against   Abstain    Shareholder
      Provisions of the U.S. Master Settlement
      Agreement Globally
13    Cease Advertising Campaigns Oriented to   Against   Abstain    Shareholder
      Prevent Youth Smoking
14    Implement the "Two Cigarette"  Marketing  Against   Abstain    Shareholder
      Approach
15    Adopt Principles for Health Care Reform   Against   Abstain    Shareholder


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

American Express Co.

Ticker:       AXP            Security ID:  25816109
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel F. Akerson          For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director Ursula M. Burns            For       For        Management
1.4   Elect Director Kenneth I. Chenault        For       For        Management
1.5   Elect Director Peter Chernin              For       For        Management
1.6   Elect Director Jan Leschly                For       For        Management
1.7   Elect Director Richard C. Levin           For       For        Management
1.8   Elect Director Richard A. McGinn          For       For        Management
1.9   Elect Director Edward D. Miller           For       For        Management
1.10  Elect Director Steven S Reinemund         For       For        Management
1.11  Elect Director Robert D. Walter           For       For        Management
1.12  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require Majority Vote for Non-Contested   For       For        Management
      Election
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Reduce Supermajority Vote Requirement     For       For        Management
7     Reduce Supermajority Vote Requirement     For       For        Management
8     Provide for Cumulative Voting             Against   Against    Shareholder


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

ASML Holding NV

Ticker:                      Security ID:  N07059186
Meeting Date: APR 3, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DISCUSSION OF THE ANNUAL REPORT 2007 AND  For       Did Not    Management
      ADOPTION OF THE FINANCIAL STATEMENTS FOR            Vote
      THE FINANCIAL YEAR ( FY ) 2007, AS
      PREPARED IN ACCORDANCE WITH DUTCH LAW.
2     DISCHARGE OF THE MEMBERS OF THE BOM FROM  For       Did Not    Management
      LIABILITY FOR THEIR RESPONSIBILITIES IN             Vote
      THE FY 2007.
3     DISCHARGE OF THE MEMBERS OF THE           For       Did Not    Management
      SUPERVISORY BOARD ( SB ) FROM LIABILITY             Vote
      FOR THEIR RESPONSIBILITIES IN THE FY
      2007.
4     PREPARATION OF REGULATED INFORMATION IN   For       Did Not    Management
      THE ENGLISH LANGUAGE.                               Vote
5     PROPOSAL TO ADOPT A DIVIDEND OF EUR 0.25  For       Did Not    Management
      PER ORDINARY SHARE OF EUR 0.09.                     Vote
6     ADOPTION OF THE UPDATED REMUNERATION      For       Did Not    Management
      POLICY (VERSION 2008) FOR THE BOM.                  Vote
7     APPROVAL OF THE PERFORMANCE STOCK         For       Did Not    Management
      ARRANGEMENT, INCLUDING THE NUMBER OF                Vote
      SHARES, FOR THE BOM.
8     APPROVAL OF THE NUMBER OF PERFORMANCE     For       Did Not    Management
      STOCK OPTIONS AVAILABLE FOR THE BOM AND             Vote
      AUTHORIZATION OF THE BOM TO ISSUE THE
      PERFORMANCE STOCK OPTIONS.
9     APPROVAL OF THE NUMBER OF STOCK OPTIONS,  For       Did Not    Management
      RESPECTIVELY SHARES, AVAILABLE FOR ASML             Vote
      EMPLOYEES, AND AUTHORIZATION OF THE BOM
      TO ISSUE THE STOCK OPTIONS OR STOCK.
10    NOMINATION FOR REAPPOINTMENT OF MR.       For       Did Not    Management
      A.P.M. VAN DER POEL AS MEMBER OF THE SB             Vote
      EFFECTIVE APRIL 3, 2008.
11    NOMINATION FOR REAPPOINTMENT OF MR. F.W.  For       Did Not    Management
      FROHLICH AS MEMBER OF THE SB EFFECTIVE              Vote
      APRIL 3, 2008.
12    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS FROM APRIL 3, 2008,             Vote
      TO ISSUE (RIGHTS TO SUBSCRIBE FOR) SHARES
      IN THE CAPITAL OF THE COMPANY, LIMITED TO
      5% OF THE ISSUED SHARE CAPITAL AT THE
      TIME OF THE AUTHORIZATION.
13    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS FROM APRIL 3, 2008 TO           Vote
      RESTRICT OR EXCLUDE THE PRE-EMPTION
      RIGHTS ACCRUING TO SHAREHOLDERS IN
      CONNECTION WITH ITEM 12.
14    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS FROM APRIL 3, 2008,             Vote
      TO ISSUE (RIGHTS TO SUBSCRIBE FOR) SHARES
      IN THE CAPITAL OF THE COMPANY, FOR AN
      ADDITIONAL 5% OF THE ISSUED SHARE CAPITAL
      AT THE TIME OF THE AUTHORIZATION.
15    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS FROM APRIL 3, 2008,             Vote
      TO RESTRICT OR EXCLUDE THE PRE-EMPTION
      RIGHTS ACCRUING TO SHAREHOLDERS IN
      CONNECTION WITH ITEM 14.
16    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS FROM APRIL 3, 2008 TO           Vote
      ACQUIRE ORDINARY SHARES IN THE COMPANY'S
      SHARE CAPITAL.
17    CANCELLATION OF ORDINARY SHARES.          For       Did Not    Management
                                                          Vote
18    CANCELLATION OF ADDITIONAL ORDINARY       For       Did Not    Management
      SHARES.                                             Vote


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

AT&T Inc

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Randall L. Stephenson      For       For        Management
2     Elect Director William F. Aldinger III    For       For        Management
3     Elect Director Gilbert F. Amelio          For       For        Management
4     Elect Director Reuben V. Anderson         For       For        Management
5     Elect Director James H. Blanchard         For       For        Management
6     Elect Director August A. Busch III        For       For        Management
7     Elect Director James P. Kelly             For       For        Management
8     Elect Director Jon C. Madonna             For       For        Management
9     Elect Director Lynn M. Martin             For       For        Management
10    Elect Director John B. McCoy              For       For        Management
11    Elect Director Mary S. Metz               For       For        Management
12    Elect Director Joyce M. Roche             For       For        Management
13    Elect Director Laura D' Andrea Tyson      For       For        Management
14    Elect Director Patricia P. Upton          For       For        Management
15    Ratify Auditors                           For       For        Management
16    Report on Political Contributions         Against   Abstain    Shareholder
17    Exclude Pension Credits from Earnings     Against   For        Shareholder
      Performance Measure
18    Require Independent Lead Director         Against   For        Shareholder
19    Establish SERP Policy                     Against   For        Shareholder
20    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

Bank of America Corp.

Ticker:       BAC            Security ID:  60505104
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William Barnet, III        For       For        Management
2     Elect Director Frank P. Bramble, Sr.      For       For        Management
3     Elect Director John T. Collins            For       For        Management
4     Elect Director Gary L. Countryman         For       For        Management
5     Elect Director Tommy R. Franks            For       For        Management
6     Elect Director Charles K. Gifford         For       For        Management
7     Elect Director Kenneth D. Lewis           For       For        Management
8     Elect Director Monica C. Lozano           For       For        Management
9     Elect Director Walter E. Massey           For       For        Management
10    Elect Director Thomas J. May              For       For        Management
11    Elect Director Patricia E. Mitchell       For       For        Management
12    Elect Director Thomas M. Ryan             For       For        Management
13    Elect Director O. Temple Sloan, Jr.       For       For        Management
14    Elect Director Meredith R. Spangler       For       For        Management
15    Elect Director Robert L. Tillman          For       For        Management
16    Elect Director Jackie M. Ward             For       For        Management
17    Ratify Auditors                           For       For        Management
18    Limit/Prohibit Executive Stock-Based      Against   Against    Shareholder
      Awards
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Limit Executive Compensation              Against   Against    Shareholder
21    Provide for Cumulative Voting             Against   Against    Shareholder
22    Require Independent Board Chairman        Against   For        Shareholder
23    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
24    Report on the Equator Principles          Against   Abstain    Shareholder
25    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

BASF SE (formerly BASF AG)

Ticker:                      Security ID:  55262505
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 3.90 per Share
2     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2007
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2007
4     Ratify KPMG Deutsche                      For       For        Management
      Treuhand-Gesellschaft AG as Auditors for
      Fiscal 2008
5     Authorize Share Repurchase Program and    For       For        Management
      Reissuance or Cancellation of Repurchased
      Shares
6     Approve Affiliation Agreements with       For       For        Management
      Subsidiary BASF Beteiligungsgesellschaft
      mbH
7     Approve Affiliation Agreements with       For       For        Management
      Subsidiary BASF Bank GmbH
8     Approve 2:1 Stock Split                   For       For        Management
9     Amend Articles Re: Remuneration for       For       For        Management
      Supervisory Board Committee Membership
10    Amend Articles Re: Registration for       For       For        Management
      Shareholder Meetings


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

Carpenter Technology Corp.

Ticker:       CRS            Security ID:  144285103
Meeting Date: OCT 15, 2007   Meeting Type: Annual
Record Date:  AUG 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director I. Martin Inglis           For       For        Management
1.2   Elect Director Peter N. Stephans          For       For        Management
1.3   Elect Director Kathryn C. Turner          For       For        Management
1.4   Elect Director Stephen M. Ward, Jr.       For       For        Management
2     Ratify Auditors                           For       For        Management


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

Cinemark Holdings Inc.

Ticker:       CNK            Security ID:  17243V102
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  APR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven P. Rosenberg        For       For        Management
1.2   Elect Director Donald G. Soderquist       For       For        Management
1.3   Elect Director Enrique F. Senior          For       For        Management
1.4   Elect Director Roger T. Staubach          For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management


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

Citigroup Inc.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director C. Michael Armstrong       For       For        Management
2     Elect Director Alain J.P. Belda           For       Against    Management
3     Elect Director Sir Winfried Bischoff      For       For        Management
4     Elect Director Kenneth T. Derr            For       Against    Management
5     Elect Director John M. Deutch             For       For        Management
6     Elect Director Roberto Hernandez Ramirez  For       For        Management
7     Elect Director Andrew N. Liveris          For       For        Management
8     Elect Director Anne Mulcahy               For       Against    Management
9     Elect Director Vikram Pandit              For       For        Management
10    Elect Director Richard D. Parsons         For       Against    Management
11    Elect Director Judith Rodin               For       For        Management
12    Elect Director Robert E. Rubin            For       For        Management
13    Elect Director Robert L. Ryan             For       For        Management
14    Elect Director Franklin A. Thomas         For       For        Management
15    Ratify Auditors                           For       For        Management
16    Disclose Prior Government Service         Against   Against    Shareholder
17    Report on Political Contributions         Against   For        Shareholder
18    Limit Executive Compensation              Against   Against    Shareholder
19    Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
20    Report on the Equator Principles          Against   Against    Shareholder
21    Adopt Employee Contract                   Against   For        Shareholder
22    Amend GHG Emissions Policies to Limit     Against   Against    Shareholder
      Coal Financing
23    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
24    Require Independent Board Chairman        Against   Against    Shareholder
25    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
26    Indicate If You Would Like to Keep Your   None      None       Management
      Vote Confidential Under Current Policy


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

Conagra Foods Inc.

Ticker:       CAG            Security ID:  205887102
Meeting Date: SEP 27, 2007   Meeting Type: Annual
Record Date:  AUG 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mogens C. Bay             For       For        Management
1.2   Elect  Director Steven F. Goldstone       For       For        Management
1.3   Elect  Director W.G. Jurgensen            For       For        Management
1.4   Elect  Director Ruth Ann Marshall         For       For        Management
1.5   Elect  Director Gary M. Rodkin            For       For        Management
1.6   Elect  Director Andrew J. Schindler       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Feasibility of Improving Animal Against   Abstain    Shareholder
      Welfare Standards


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

Costco Wholesale Corporation

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 29, 2008   Meeting Type: Annual
Record Date:  NOV 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Susan L. Decker            For       For        Management
1.2   Elect Director Richard D. Dicerchio       For       For        Management
1.3   Elect Director Richard M. Libenson        For       For        Management
1.4   Elect Director John W. Meisenbach         For       For        Management
1.5   Elect Director Charles T. Munger          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Credit Suisse Group (formerly CS Holding)

Ticker:                      Security ID:  225401108
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     PRESENTATION AND APPROVAL OF THE ANNUAL   For       For        Management
      REPORT, THE PARENT COMPANY S 2007
      FINANCIAL STATEMENTS AND THE GROUP S 2007
      CONSOLIDATED FINANCIAL STATEMENTS
2     DISCHARGE OF THE ACTS OF THE MEMBERS OF   For       For        Management
      THE BOARD OF DIRECTORS AND EXECUTIVE
      BOARD
3     CAPITAL REDUCTION OWING TO COMPLETION OF  For       For        Management
      THE SHARE BUY BACK PROGRAM
4     RESOLUTION ON THE APPROPRIATION OF        For       For        Management
      RETAINED EARNINGS
5     ADDITIONAL AMENDMENTS TO THE ARTICLES OF  For       For        Management
      ASSOCIATION: AMENDMENT OF CORPORATE NAME
      (LEGAL FORM)
6     ADDITIONAL AMENDMENTS TO THE ARTICLES OF  For       For        Management
      ASSOCIATION: DELETION OF PROVISIONS
      CONCERNING CONTRIBUTIONS IN KIND
7.1   Elect  Director Thomas W. Bechtler        For       For        Management
7.2   Elect  Director Robert H. Benmosche       For       For        Management
7.3   Elect  Director Peter Brabeck-Letmathe    For       For        Management
7.4   Elect  Director Jean Lanier               For       For        Management
7.5   Elect  Director Anton Van Rossum          For       For        Management
7.6   Elect  Director Ernst Tanner              For       For        Management
8     ELECTION OF THE PARENT COMPANY S          For       For        Management
      INDEPENDENT AUDITORS AND THE GROUP S
      INDEPENDENT AUDITORS
9     ELECTION OF SPECIAL AUDITORS              For       For        Management


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

Deere & Co.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 27, 2008   Meeting Type: Annual
Record Date:  DEC 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T. Kevin Dunnigan          For       For        Management
1.2   Elect Director Charles O. Holliday, Jr.   For       For        Management
1.3   Elect Director Dipak C. Jain              For       For        Management
1.4   Elect Director Joachim Milberg            For       For        Management
1.5   Elect Director Richard B. Myers           For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

Deere & Co.

Ticker:       DE             Security ID:  244199105
Meeting Date: NOV 14, 2007   Meeting Type: Special
Record Date:  SEP 24, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Increase in Common Stock and a    For       For        Management
      Stock Split


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

Devon Energy Corp.

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 4, 2008    Meeting Type: Annual
Record Date:  APR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David A. Hager            For       For        Management
1.2   Elect  Director John A. Hill              For       For        Management
1.3   Elect  Director Mary P. Ricciardello      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Declassify the Board of Directors         For       For        Management


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

Dynegy, Inc.

Ticker:       DYN            Security ID:  26817G102
Meeting Date: JUL 18, 2007   Meeting Type: Annual
Record Date:  MAY 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Biegler           For       For        Management
1.2   Elect Director Thomas D. Clark, Jr.       For       For        Management
1.3   Elect Director Victor E. Grijalva         For       For        Management
1.4   Elect Director Patricia A. Hammick        For       For        Management
1.5   Elect Director Robert C. Oelkers          For       For        Management
1.6   Elect Director George L. Mazanec          For       For        Management
1.7   Elect Director William L. Trubeck         For       For        Management
1.8   Elect Director Bruce A. Williamson        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Pay For Superior Performance              Against   For        Shareholder


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

Eastman Chemical Co.

Ticker:       EMN            Security ID:  277432100
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael P. Connors         For       For        Management
2     Elect Director J. Brian Ferguson          For       For        Management
3     Elect Director Howard L. Lance            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Amend EEO Policy to Prohibit              Against   Abstain    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
6     Declassify the Board of Directors         Against   For        Shareholder


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

Everest Re Group LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     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     TO APPOINT PRICEWATERHOUSECOOPERS LLP AS  For       For        Management
      THE COMPANY S REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING
      DECEMBER 31, 2008 AND AUTHORIZE THE BOARD
      OF DIRECTORS ACTING BY THE AUDIT
      COMMITTEE OF THE BOARD TO SET THE FEES.
3     TO APPROVE AN AMENDMENT TO THE COMPANY S  For       For        Management
      BYE-LAWS TO ALLOW THE COMPANY TO HOLD
      TREASURY SHARES.


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

Exelon Corp.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Bruce DeMars               For       For        Management
2     Elect Director Nelson A. Diaz             For       For        Management
3     Elect Director Paul L. Joskow             For       For        Management
4     Elect Director John W. Rowe               For       For        Management
5     Ratify Auditors                           For       For        Management
6     Report on Global Warming                  Against   Abstain    Shareholder


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

Exxon Mobil Corp.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Boskin          For       For        Management
1.2   Elect Director Larry R. Faulkner          For       For        Management
1.3   Elect Director William W. George          For       For        Management
1.4   Elect Director James R. Houghton          For       For        Management
1.5   Elect Director Reatha Clark King          For       For        Management
1.6   Elect Director Marilyn Carlson Nelson     For       For        Management
1.7   Elect Director Samuel J. Palmisano        For       For        Management
1.8   Elect Director Steven S Reinemund         For       For        Management
1.9   Elect Director Walter V. Shipley          For       For        Management
1.10  Elect Director Rex W. Tillerson           For       For        Management
1.11  Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws to Prohibit Precatory        Against   Against    Shareholder
      Proposals
4     Require Director Nominee Qualifications   Against   Against    Shareholder
5     Require Independent Board Chairman        Against   For        Shareholder
6     Approve Distribution Policy               Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
8     Compare CEO Compensation to Company's     Against   Against    Shareholder
      Lowest Paid U.S. Workers
9     Claw-back of Payments under Restatements  Against   Against    Shareholder
10    Review Anti-discrimination Policy on      Against   Abstain    Shareholder
      Corporate Sponsorships and Executive
      Perks
11    Report on Political Contributions         Against   Abstain    Shareholder
12    Amend EEO Policy to Prohibit              Against   Abstain    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
13    Report on Community Environmental Impacts Against   Abstain    Shareholder
      of Operations
14    Report on Potential Environmental Damage  Against   Abstain    Shareholder
      from Drilling in the Arctic National
      Wildlife Refuge
15    Adopt Greenhouse Gas Emissions Goals for  Against   Abstain    Shareholder
      Products and Operations
16    Report on Carbon Dioxide Emissions        Against   Abstain    Shareholder
      Information at Gas Stations
17    Report on Climate Change Impacts on       Against   Abstain    Shareholder
      Emerging Countries
18    Report on Energy Technologies Development Against   Abstain    Shareholder
19    Adopt Policy to Increase Renewable Energy Against   Abstain    Shareholder


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

FirstEnergy Corporation

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul T. Addison            For       Withhold   Management
1.2   Elect Director Anthony J. Alexander       For       Withhold   Management
1.3   Elect Director Michael J. Anderson        For       Withhold   Management
1.4   Elect Director Carol A. Cartwright        For       Withhold   Management
1.5   Elect Director William T. Cottle          For       Withhold   Management
1.6   Elect Director Robert B. Heisler, Jr.     For       Withhold   Management
1.7   Elect Director Ernest J. Novak, Jr.       For       Withhold   Management
1.8   Elect Director Catherine A. Rein          For       Withhold   Management
1.9   Elect Director George M. Smart            For       Withhold   Management
1.10  Elect Director Wes M. Taylor              For       Withhold   Management
1.11  Elect Director Jesse T. Williams, Sr.     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
4     Adopt a Policy Establishing an Engagement Against   For        Shareholder
      Process to Shareholder Proposals
5     Reduce Supermajority Vote Requirement     Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

FMC Corp.

Ticker:       FMC            Security ID:  302491303
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward J. Mooney           For       For        Management
1.2   Elect Director Enrique J. Sosa            For       For        Management
1.3   Elect Director Vincent R. Volpe, Jr.      For       For        Management
1.4   Elect Director Robert C. Pallash          For       For        Management
2     Ratify Auditors                           For       For        Management


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

Halliburton Co.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Alan M. Bennett            For       For        Management
2     Elect Director James R. Boyd              For       For        Management
3     Elect Director Milton Carroll             For       For        Management
4     Elect Director Kenneth T. Derr            For       For        Management
5     Elect Director S. Malcolm Gillis          For       For        Management
6     Elect Director James T. Hackett           For       For        Management
7     Elect Director David J. Lesar             For       For        Management
8     Elect Director J. Landis Martin           For       For        Management
9     Elect Director Jay A. Precourt            For       For        Management
10    Elect Director Debra L. Reed              For       For        Management
11    Ratify Auditors                           For       For        Management
12    Amend Omnibus Stock Plan                  For       For        Management
13    Adopt Human Rights Policy                 Against   Abstain    Shareholder
14    Report on Political Contributions         Against   Abstain    Shareholder
15    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

Johnson & Johnson

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Sue Coleman           For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Michael M.E. Johns         For       Withhold   Management
1.4   Elect Director Arnold G. Langbo           For       Withhold   Management
1.5   Elect Director Susan L. Lindquist         For       For        Management
1.6   Elect Director Leo F. Mullin              For       For        Management
1.7   Elect Director Wiliam D. Perez            For       Withhold   Management
1.8   Elect Director Christine A. Poon          For       For        Management
1.9   Elect Director Charles Prince             For       Withhold   Management
1.10  Elect Director Steven S. Reinemund        For       For        Management
1.11  Elect Director David Satcher              For       For        Management
1.12  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

Lam Research Corp.

Ticker:       LRCX           Security ID:  512807108
Meeting Date: JUN 10, 2008   Meeting Type: Annual
Record Date:  APR 25, 2008

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


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

Liberty Global Inc.

Ticker:       LBTYA          Security ID:  530555309
Meeting Date: JUN 12, 2008   Meeting Type: Annual
Record Date:  APR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael T. Fries           For       For        Management
1.2   Elect Director Paul A. Gould              For       For        Management
1.3   Elect Director John C. Malone             For       For        Management
1.4   Elect Director Larry E. Romrell           For       For        Management
2     Ratify Auditors                           For       For        Management


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

Lubrizol Corp., The

Ticker:       LZ             Security ID:  549271104
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert E. Abernathy        For       For        Management
1.2   Elect Director Dominic J Pileggi          For       For        Management
1.3   Elect Director Harriett Tee Taggart       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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

Marathon Oil Corp

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles F. Bolden, Jr.     For       For        Management
1.2   Elect Director Gregory H. Boyce           For       For        Management
1.3   Elect Director Shirley Ann Jackson        For       For        Management
1.4   Elect Director Philip Lader               For       For        Management
1.5   Elect Director Charles R. Lee             For       For        Management
1.6   Elect Director Dennis H. Reilley          For       For        Management
1.7   Elect Director Seth E. Schofield          For       For        Management
1.8   Elect Director John W. Snow               For       For        Management
1.9   Elect Director Thomas J. Usher            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws -- Call Special Meetings     Against   For        Shareholder
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

Murphy Oil Corp.

Ticker:       MUR            Security ID:  626717102
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank W. Blue              For       For        Management
1.2   Elect Director Claiborne P. Deming        For       For        Management
1.3   Elect Director Robert A. Hermes           For       For        Management
1.4   Elect Director James V. Kelley            For       For        Management
1.5   Elect Director R. Madison Murphy          For       For        Management
1.6   Elect Director William C. Nolan, Jr.      For       For        Management
1.7   Elect Director Ivar B. Ramberg            For       For        Management
1.8   Elect Director Neal E. Schmale            For       For        Management
1.9   Elect Director David J. H. Smith          For       For        Management
1.10  Elect Directors Caroline G. Theus         For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Amend EEO Policy to Prohibit              Against   Abstain    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
4     Ratify Auditors                           For       For        Management


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

National Financial Partners Corp.

Ticker:       NFP            Security ID:  63607P208
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephanie Abramson         For       For        Management
1.2   Elect Director Arthur Ainsberg            For       For        Management
1.3   Elect Director Jessica Bibliowicz         For       For        Management
1.4   Elect Director R. Bruce Callahan          For       For        Management
1.5   Elect Director John Elliott               For       For        Management
1.6   Elect Director Shari Loessberg            For       For        Management
1.7   Elect Director Kenneth Mlekush            For       For        Management
2     Ratify Auditors                           For       For        Management


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

Novartis AG

Ticker:                      Security ID:  66987V109
Meeting Date: FEB 26, 2008   Meeting Type: Annual
Record Date:  JAN 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, THE        For       Did Not    Management
      REMUNERATION REPORT, THE FINANCIAL                  Vote
      STATEMENTS AND THE CONSOLIDATED FINANCIAL
      STATEMENTS
2     DISCHARGE FROM LIABILITY OF THE MEMBERS   For       Did Not    Management
      OF THE BOARD OF DIRECTORS AND THE                   Vote
      EXECUTIVE COMMITTEE
3     APPROPRIATION OF AVAILABLE EARNINGS OF    For       Did Not    Management
      NOVARTIS AG AS PER BALANCE SHEET AND                Vote
      DECLARATION OF DIVIDEND
4     REDUCTION OF SHARE CAPITAL                For       Did Not    Management
                                                          Vote
5     FURTHER SHARE REPURCHASE PROGRAM          For       Did Not    Management
                                                          Vote
6     AMENDMENT TO THE ARTICLES OF              For       Did Not    Management
      INCORPORATION-SPECIAL QUORUM                        Vote
7     AMENDMENT TO THE ARTICLES OF              For       Did Not    Management
      INCORPORATION-CONTRIBUTIONS IN KIND                 Vote
8     RE-ELECTION OF PETER BURCKHARDT M.D. FOR  For       Did Not    Management
      A ONE-YEAR TERM                                     Vote
9     RE-ELECTION OF ULRICH LEHNER PH.D  FOR A  For       Did Not    Management
      ONE-YEAR TERM                                       Vote
10    RE-ELECTION OF ALEXANDRE F. JETZER FOR A  For       Did Not    Management
      THREE-YEAR TERM                                     Vote
11    RE-ELECTION OF PIERRE LANDOLT FOR A       For       Did Not    Management
      THREE-YEAR TERM                                     Vote
12    ELECTION OF ANN FUDGE FOR A THREE-YEAR    For       Did Not    Management
      TERM                                                Vote
13    RATIFY AUDITORS                           For       Did Not    Management
                                                          Vote
14    TRANSACT OTHER BUSINESS (VOTING)          For       Did Not    Management
                                                          Vote


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

Novell, Inc.

Ticker:       NOVL           Security ID:  670006105
Meeting Date: AUG 30, 2007   Meeting Type: Annual
Record Date:  JUL 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Albert Aiello              For       For        Management
2     Elect Director Fred Corrado               For       For        Management
3     Elect Director Richard L. Crandall        For       For        Management
4     Elect Director Ronald W. Hovsepian        For       For        Management
5     Elect Director Patrick S. Jones           For       For        Management
6     Elect Director Claudine B. Malone         For       For        Management
7     Elect Director Richard L. Nolan           For       For        Management
8     Elect Director Thomas G. Plaskett         For       For        Management
9     Elect Director John W. Poduska, SR        For       For        Management
10    Elect Director James D. Robinson III      For       For        Management
11    Elect Director Kathy Brittain White       For       For        Management
12    Ratify Auditors                           For       For        Management


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

OfficeMax Incorporated

Ticker:       OMX            Security ID:  67622P101
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dorrit J. Bern             For       For        Management
1.2   Elect Director Warren F. Bryant           For       For        Management
1.3   Elect Director Joseph M. DePinto          For       For        Management
1.4   Elect Director Sam K. Duncan              For       For        Management
1.5   Elect Director Rakesh Gangwal             For       For        Management
1.6   Elect Director Francesca Ruiz de          For       For        Management
      Luzuriaga
1.7   Elect Director William J. Montgoris       For       For        Management
1.8   Elect Director David M. Szymanski         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

Petroleo Brasileiro

Ticker:                      Security ID:  71654V408
Meeting Date: OCT 29, 2007   Meeting Type: Special
Record Date:  OCT 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Share Purchase and Sale Agreement  For       For        Management
      Dated Aug. 3, 2007 and Signed Between the
      Indirect Controlling Shareholders of
      Suzano Petroquimica SA (Sellers) and
      Petrobras (Buyer); Nominate Firms to
      Perform Speciliazed Assessment for Such
      Purposes


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

Schering-Plough Corp.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hans W. Becherer           For       For        Management
1.2   Elect Director Thomas J. Colligan         For       For        Management
1.3   Elect Director Fred Hassan                For       For        Management
1.4   Elect Director C. Robert Kidder           For       For        Management
1.5   Elect Director Eugene R. McGrath          For       For        Management
1.6   Elect Director Carl E. Mundy, Jr.         For       For        Management
1.7   Elect Director Antonio M. Perez           For       For        Management
1.8   Elect Director Patricia F. Russo          For       For        Management
1.9   Elect Director Jack L. Stahl              For       For        Management
1.10  Elect Director Craig B. Thompson          For       For        Management
1.11  Elect Director Kathryn C. Turner          For       For        Management
1.12  Elect Director Robert F.W. van Oordt      For       For        Management
1.13  Elect Director Arthur F. Weinbach         For       For        Management
2     Ratify Auditors                           For       For        Management


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

Siemens AG

Ticker:                      Security ID:  826197501
Meeting Date: JAN 24, 2008   Meeting Type: Annual
Record Date:  DEC 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROPRIATION OF NET INCOME               For       For        Management
2     POSTPONEMENT OF THE RATIFICATION OF THE   For       For        Management
      ACTS OF: JOHANNES FELDMAYER
3     RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: KLAUS KLEINFELD (UNTIL JUNE 30,
      2007)
4     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: PETER LOSCHER (AS OF JULY 1, 2007)
5     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: HEINRICH HIESINGER (AS OF JUNE 1,
      2007)
6     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: JOE KAESER
7     RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: RUDI LAMPRECHT
8     RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: EDUARDO MONTES
9     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: JURGEN RADOMSKI
10    RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: ERICH R. REINHARDT
11    RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: HERMANN REQUARDT
12    RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: URIEL J. SHAREF
13    RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: KLAUS WUCHERER
14    RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: JOHANNES FELDMAYER (UNTIL
      SEPTEMBER 30, 2007)
15.1  Ratification of the acts of  Director     For       Withhold   Management
      Heinrich Von Pierer
15.2  Ratification of the acts of Director      For       For        Management
      Gerhard Cromme
15.3  Ratification of the acts of  Director     For       For        Management
      Ralf Heckmann
15.4  Ratification of the acts of Director      For       For        Management
      Josef Ackermann
15.5  Ratification of the acts of  Director     For       For        Management
      Lothar Adler
15.6  Ratification of the acts of  Director     For       For        Management
      Gerhard Bieletzki
15.7  Ratification of the acts of Director John For       For        Management
      David Coombe
15.8  Ratification of the acts of Director      For       For        Management
      Hildegard Cornudet
15.9  Ratification of the acts of Director      For       For        Management
      Birgit Grube
15.10 Ratification of the acts of Director      For       For        Management
      Bettina Haller
15.11 Ratification of the acts of  Director     For       For        Management
      Heinz Hawreliuk
15.12 Ratification of the acts of Director      For       For        Management
      Berthold Huber
15.13 Ratification of the acts of  Director     For       For        Management
      Walter Kroll
15.14 Ratification of the acts of Director      For       For        Management
      Michael Mirow
15.15 Ratification of the acts of Director      For       For        Management
      Wolfgang Muller
15.16 Ratification of the acts of Director      For       For        Management
      Georg Nassauer
15.17 Ratification of the acts of Director      For       For        Management
      Thomas Rackow
15.18 Ratification of the acts of Director      For       For        Management
      Dieter Scheitor
15.19 Ratification of the acts of Director      For       For        Management
      Albrecht Schmidt
15.20 Ratification of the acts of Director      For       For        Management
      Henning Schulte-Noelle
15.21 Ratification of the acts of  Director     For       For        Management
      Peter Von Siemens
15.22 Ratification of the acts of Director      For       For        Management
      Jerry I. Speyer
15.23 Ratification of the acts of Director Lord For       For        Management
      Iain Vallance
16    Ratify Auditors                           For       For        Management
17    ACQUISITION AND USE OF SIEMENS SHARES     For       For        Management
18    USE OF EQUITY DERIVATIVES IN CONNECTION   For       For        Management
      WITH THE ACQUISITION OF SIEMENS SHARES
19    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      JOSEF ACKERMANN
20    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      JEAN-LOUIS BEFFA
21    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      GERD VON BRANDENSTEIN
22    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      GERHARD CROMME
23    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      MICHAEL DIEKMANN
24    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      HANS MICHAEL GAUL
25    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      PETER GRUSS
26    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      NICOLA LEIBINGER-KAMMULLER
27    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      HAKAN SAMUELSSON
28    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      LORD IAIN VALLANCE OF TUMMEL


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

Sprint Nextel Corp

Ticker:       S              Security ID:  852061100
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert R. Bennett          For       For        Management
2     Elect Director Gordon M. Bethune          For       For        Management
3     Elect Director Larry C. Glasscock         For       For        Management
4     Elect Director James H. Hance, Jr.        For       For        Management
5     Elect Director Daniel R. Hesse            For       For        Management
6     Elect Director V. Janet Hill              For       For        Management
7     Elect Director Irvine O. Hockaday, Jr.    For       For        Management
8     Elect Director Rodney O?Neal              For       For        Management
9     Elect Director Ralph V. Whitworth         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

Take-Two Interactive Software, Inc.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ben Feder                  For       For        Management
1.2   Elect Director Strauss Zelnick            For       For        Management
1.3   Elect Director Robert A. Bowman           For       For        Management
1.4   Elect Director Grover C. Brown            For       For        Management
1.5   Elect Director Michael Dornemann          For       For        Management
1.6   Elect Director John F. Levy               For       For        Management
1.7   Elect Director J Moses                    For       For        Management
1.8   Elect Director Michael J. Sheresky        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

UBS AG

Ticker:                      Security ID:  H89231338
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ANNUAL REPORT, GROUP AND PARENT COMPANY   For       For        Management
      ACCOUNTS FOR FINANCIAL YEAR 2007 REPORTS
      OF THE GROUP AND STATUTORY AUDITORS
2     APPROPRIATION OF RESULTS                  For       For        Management
3     REDUCTION OF THE TERM OF OFFICE OF        For       For        Management
      MEMBERS OF THE BOARD OF DIRECTORS
      (ARTICLE 19 PARA. 1 OF THE ARTICLES OF
      ASSOCIATION)
4     REFERENCES TO GROUP AUDITORS (ARTICLE 17  For       For        Management
      LIT. B, 25 LIT. C, 31 PARA. 1 AND 2 AND
      TITLE D OF THE ARTICLES OF ASSOCIATION)
5     RE-ELECTION OF MEMBER THE BOARD OF        None      Abstain    Management
      DIRECTORS: MARCEL OSPEL
6     RE-ELECTION OF MEMBER THE BOARD OF        For       For        Management
      DIRECTORS: PETER VOSER
7     RE-ELECTION OF MEMBER THE BOARD OF        For       For        Management
      DIRECTORS: LAWRENCE A. WEINBACH
8     ELECTION OF A NEW MEMBER OF THE BOARD OF  For       For        Management
      DIRECTORS: DAVID SIDWELL
9     POTENIAL ELECTION OF A NEW BOARD MEMBER.  For       For        Management
      AT THE TIME OF PRINTING, THE NEW DIRECTOR
      HAS NOT YET BEEN NOMINATED, HIS NAME CAN
      BE OBTAINED FROM 4/1/2008 BY CALLING
      TOLL-FREE 1-266-541-9689 OR VIA THE WEB
      AT WWW.UBS.COM/AGM
10    RE-ELECTION OF THE AUDITORS (ERNST &  For       For        Management
      YOUNG LTD. BASEL)
11    ORDINARY CAPITAL INCREASE. RIGHTS         For       For        Management
      OFFERING
12    IN CASE OF AD-HOC SHAREHOLDERS  MOTIONS   For       Against    Management
      DURING THE ANNUAL GENERAL MEETING, I/WE
      AUTHORIZE MY/OUR PROXY TO ACT IN
      ACCORDANCE WITH THE BOARD OF DIRECTORS


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

UBS AG

Ticker:                      Security ID:  H89231338
Meeting Date: FEB 27, 2008   Meeting Type: Special
Record Date:  JAN 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     REQUEST FOR A SPECIAL AUDIT               Against   Did Not    Shareholder
      (SONDERPRUFUNG) BY ETHOS                            Vote
2     STOCK DIVIDEND CREATION OF AUTHORIZED     For       Did Not    Management
      CAPITAL APPROVAL OF ARTICLE 4B OF THE               Vote
      ARTICLES OF ASSOCIATION
3     CAPITAL INCREASE PROPOSAL BY THE BOARD OF For       Did Not    Management
      DIRECTORS: MANDATORY CONVERTIBLE NOTES              Vote
      CREATION OF CONDITIONAL CAPITAL APPROVAL
      OF ARTICLE 4A PARA. 3 OF THE ARTICLES OF
      ASSOCIATION
4     ALTERNATIVE PROPOSAL BY PROFOND: ORDINARY Against   Did Not    Shareholder
      CAPITAL INCREASE RIGHTS OFFERING                    Vote
5     IN CASE OF AD-HOC SHAREHOLDERS  MOTIONS   For       Did Not    Management
      DURING THE EXTRAORDINARY GENERAL MEETING,           Vote
      I/WE AUTHORIZE MY/OUR PROXY TO ACT IN
      ACCORDANCE WITH THE BOARD OF DIRECTORS


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

United Technologies Corp.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 9, 2008    Meeting Type: Annual
Record Date:  FEB 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Louis R. Chenevert         For       For        Management
1.2   Elect Director George David               For       For        Management
1.3   Elect Director John V. Faraci             For       For        Management
1.4   Elect Director Jean-Pierre Garnier        For       For        Management
1.5   Elect Director Jamie S. Gorelick          For       For        Management
1.6   Elect Director Charles R. Lee             For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Harold McGraw III          For       For        Management
1.9   Elect Director Richard B. Myers           For       For        Management
1.10  Elect Director H. Patrick Swygert         For       For        Management
1.11  Elect Director Andre Villeneuve           For       For        Management
1.12  Elect Director Christine Todd Whitman     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Adopt Principles for Health Care Reform   Against   Abstain    Shareholder
5     Improve Human Rights Standards or         Against   Abstain    Shareholder
      Policies
6     Pay For Superior Performance              Against   For        Shareholder
7     Report on Foreign Military Sales          Against   Abstain    Shareholder


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

Wellpoint Inc

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Angela F. Braly            For       For        Management
1.2   Elect Director William H.T. Bush          For       For        Management
1.3   Elect Director Warren Y. Jobe             For       For        Management
1.4   Elect Director William G. Mays            For       For        Management
1.5   Elect Director Senator D.W. Riegle, Jr    For       For        Management
1.6   Elect Director William J. Ryan            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


                                                              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 Value Fund

By (Signature and Title)*: John V. Murphy
                           John V. Murphy, President and Principal Executive Officer

Date:    August 15, 2008

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