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 80112-3924

Name and address of agent for service:               Robert G. Zack,
                                                     Executive Vice President &
                                                     General Counsel
                                                     OppenheimerFunds, Inc.
                                                     Two World Financial Center
                                                     225 Liberty Street
                                                     New York, NY 10281-1008

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

Date of fiscal year end:                             10/31

Date of reporting period:                            07/01/2009-06/30/2010

Item 1. Proxy Voting Record


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

ACE Limited

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Robert Hernandez as Director        For       For        Management
1.2   Elect Peter Menikoff as Director          For       For        Management
1.3   Elect Robert Ripp as Director             For       For        Management
1.4   Elect Theodore Shasta as Director         For       For        Management
2     Amend Articles Re: Treatment of           For       For        Management
      Abstentions and Broker Non-Votes
3.1   Approve Annual Report                     For       For        Management
3.2   Accept Statutory Financial Statements     For       For        Management
3.3   Accept Consolidated Financial Statements  For       For        Management
4     Approve Allocation of Income and Omission For       For        Management
      of Dividends
5     Approve Discharge of Board and Senior     For       For        Management
      Management
6     Approve Creation of CHF 4.4 Billion Pool  For       For        Management
      of Capital without Preemptive Rights
7.1   Ratify PricewaterhouseCoopers AG as       For       For        Management
      Auditors
7.2   Ratify PricewaterhouseCoopers LLC as      For       For        Management
      Independent Registered Public Accounting
      Firm
7.3   Ratify BDO AG as Special Auditors         For       For        Management
8     Amend 2004 Long-Term Incentive Plan       For       Against    Management
9     Approve Reduction in Share Capital and    For       For        Management
      Capital Repayment of $1.32 per Share


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AerCap Holdings NV

Ticker:       AER            Security ID:  N00985106
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  APR 28, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Receive Report of Board of Directors      None      None       Management
      (Non-Voting)
3     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
4     Receive Explanation on Company's Reserves None      None       Management
      and Dividend Policy
5     Approve Discharge of Board of Directors   For       Did Not    Management
                                                          Vote
6a    Elect M. Gradon as Director               For       Did Not    Management
                                                          Vote
6b    Elect N. Greene as Director               For       Did Not    Management
                                                          Vote
6c    Elect P.T  Dacier as Director             For       Did Not    Management
                                                          Vote
6d    Reelect R.G. Warden as Director           For       Did Not    Management
                                                          Vote
6e    Reelect G.P. Strong as Director           For       Did Not    Management
                                                          Vote
6f    Reelect W.B. Ingersoll as Director        For       Did Not    Management
                                                          Vote
6g    Reelect K. W. Heineman as Director        For       Did Not    Management
                                                          Vote
7     Approve Remuneration of Non-Executive     For       Did Not    Management
      Board                                               Vote
8     Proposal to Designate Keith A. Helming as For       Did Not    Management
      the Person Responsible for the Management           Vote
      of the Company in Case All Directors Are
      Absent or Prevented from Acting
9     Ratify PricewaterhouseCoopers Accountants For       Did Not    Management
      N.V. as Auditors                                    Vote
10    Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
11    Amend Articles of Association             For       Did Not    Management
                                                          Vote
12    Allow Questions                           None      None       Management
13    Close Meeting                             None      None       Management


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Aetna Inc.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank M. Clark             For       Against    Management
2     Elect Director Betsy Z. Cohen             For       Against    Management
3     Elect Director Molly J. Coye              For       For        Management
4     Elect Director Roger N. Farah             For       Against    Management
5     Elect Director Barbara Hackman Franklin   For       Against    Management
6     Elect Director Jeffrey E. Garten          For       Against    Management
7     Elect Director Earl G. Graves             For       For        Management
8     Elect Director Gerald Greenwald           For       For        Management
9     Elect Director Ellen M. Hancock           For       For        Management
10    Elect Director Richard J. Harrington      For       For        Management
11    Elect Director Edward J. Ludwig           For       For        Management
12    Elect Director Joseph P. Newhouse         For       For        Management
13    Elect Director Ronald A. Williams         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Approve Omnibus Stock Plan                For       For        Management
16    Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
17    Amend Executive Incentive Bonus Plan      For       For        Management
18    Provide for Cumulative Voting             Against   Against    Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder


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AIRCASTLE LTD

Ticker:       AYR            Security ID:  G0129K104
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald W. Allen            For       For        Management
1.2   Elect Director Douglas A. Hacker          For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration


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Apache Corporation

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Eugene C. Fiedorek         For       For        Management
2     Elect Director Patricia Albjerg Graham    For       For        Management
3     Elect Director F.H. Merelli               For       For        Management
4     Ratify Auditors                           For       For        Management


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Assurant, Inc.

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard L. Carver           For       For        Management
1.2   Elect Director Juan N. Cento              For       For        Management
1.3   Elect Director Allen R. Freedman          For       For        Management
1.4   Elect Director Elaine D. Rosen            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Declassify the Board of Directors         For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management


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AT&T Inc.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Randall L. Stephenson      For       For        Management
2     Elect Director Gilbert F. Amelio          For       For        Management
3     Elect Director Reuben V. Anderson         For       For        Management
4     Elect Director James H. Blanchard         For       For        Management
5     Elect Director Jaime Chico Pardo          For       For        Management
6     Elect Director James P. Kelly             For       For        Management
7     Elect Director Jon C. Madonna             For       For        Management
8     Elect Director Lynn M. Martin             For       For        Management
9     Elect Director John B. McCoy              For       For        Management
10    Elect Director Joyce M. Roche             For       For        Management
11    Elect Director Laura D Andrea Tyson       For       For        Management
12    Elect Director Patricia P. Upton          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Provide for Cumulative Voting             Against   Against    Shareholder
15    Exclude Pension Credits from Calculations Against   For        Shareholder
      of Performance-Based Pay
16    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

Bank of America Corp.

Ticker:       BAC            Security ID:  060505104
Meeting Date: FEB 23, 2010   Meeting Type: Special
Record Date:  JAN 7, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Adjourn Meeting                           For       For        Management


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

Bank of America Corporation

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 3, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Susan S. Bies              For       For        Management
2     Elect Director William P. Boardman        For       For        Management
3     Elect Director Frank P. Bramble, Sr.      For       For        Management
4     Elect Director Virgis W. Colbert          For       For        Management
5     Elect Director Charles K. Gifford         For       For        Management
6     Elect Director Charles O. Holliday, Jr.   For       For        Management
7     Elect Director D. Paul Jones, Jr.         For       For        Management
8     Elect Director Monica C. Lozano           For       For        Management
9     Elect Director Thomas J. May              For       For        Management
10    Elect Director Brian T. Moynihan          For       For        Management
11    Elect Director Donald E. Powell           For       For        Management
12    Elect Director Charles O. Rossotti        For       For        Management
13    Elect Director Robert W. Scully           For       For        Management
14    Ratify Auditors                           For       For        Management
15    Increase Authorized Common Stock          For       For        Management
16    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
17    Amend Omnibus Stock Plan                  For       For        Management
18    Report on Government Service of Employees Against   Abstain    Shareholder
19    TARP Related Compensation                 Against   For        Shareholder
20    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
21    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
22    Adopt Policy on Succession Planning       Against   For        Shareholder
23    Report on Collateral in Derivatives       Against   For        Shareholder
      Trading
24    Claw-back of Payments under Restatements  Against   For        Shareholder


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

Biovail Corporation

Ticker:       BVF            Security ID:  09067J109
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Douglas J.P. Squires as Director    For       For        Management
1.2   Elect J. Spencer Lanthier as Director     For       For        Management
1.3   Elect Serge Gouin as Director             For       For        Management
1.4   Elect David H. Laidley as Director        For       For        Management
1.5   Elect Mark Parrish as Director            For       For        Management
1.6   Elect Laurence E. Paul as Director        For       For        Management
1.7   Elect Robert N. Power as Director         For       For        Management
1.8   Elect Frank Potter as Director            For       For        Management
1.9   Elect Lloyd M. Segal as Director          For       For        Management
1.10  Elect Louis R. Tull as Director           For       For        Management
1.11  Elect Michael R. Van Every as Director    For       For        Management
1.12  Elect William M. Wells as Director        For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration


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

Celanese Corporation

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 24, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David N. Weidman           For       For        Management
2     Elect Director Mark C. Rohr               For       For        Management
3     Elect Director Farah M. Walters           For       For        Management
4     Ratify Auditors                           For       For        Management


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Chevron Corporation

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director S.H. Armacost              For       For        Management
2     Elect Director L.F. Deily                 For       For        Management
3     Elect Director R.E. Denham                For       For        Management
4     Elect Director R.J. Eaton                 For       For        Management
5     Elect Director C. Hagel                   For       For        Management
6     Elect Director E. Hernandez               For       For        Management
7     Elect Director F.G. Jenifer               For       For        Management
8     Elect Director G.L. Kirkland              For       For        Management
9     Elect Director S. Nunn                    For       For        Management
10    Elect Director D.B. Rice                  For       For        Management
11    Elect Director K.W. Sharer                For       For        Management
12    Elect Director C.R. Shoemate              For       For        Management
13    Elect Director J.G. Stumpf                For       For        Management
14    Elect Director R.D. Sugar                 For       For        Management
15    Elect Director C. Ware                    For       For        Management
16    Elect Director J.S. Watson                For       For        Management
17    Ratify Auditors                           For       For        Management
18    Provide Right to Call Special Meeting     For       For        Management
19    Request Director Nominee with             Against   For        Shareholder
      Environmental Qualifications
20    Stock Retention/Holding Period            Against   For        Shareholder
21    Disclose Payments To Host Governments     Against   Against    Shareholder
22    Adopt Guidelines for Country Selection    Against   For        Shareholder
23    Report on Financial Risks From Climate    Against   Abstain    Shareholder
      Change
24    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

Comcast Corporation

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. Decker Anstrom          For       For        Management
1.2   Elect Director Kenneth J. Bacon           For       For        Management
1.3   Elect Director Sheldon M. Bonovitz        For       For        Management
1.4   Elect Director Edward D. Breen            For       For        Management
1.5   Elect Director Julian A. Brodsky          For       For        Management
1.6   Elect Director Joseph J. Collins          For       For        Management
1.7   Elect Director J. Michael Cook            For       For        Management
1.8   Elect Director Gerald L. Hassell          For       For        Management
1.9   Elect Director Jeffrey A. Honickman       For       For        Management
1.10  Elect Director Brian L. Roberts           For       For        Management
1.11  Elect Director Ralph J. Roberts           For       For        Management
1.12  Elect Director Judith Rodin               For       For        Management
1.13  Elect Director Michael I. Sovern          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Provide for Cumulative Voting             Against   Against    Shareholder
5     Adopt Policy on Succession Planning       Against   For        Shareholder
6     Require Independent Board Chairman        Against   For        Shareholder


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

Comerica Incorporated

Ticker:       CMA            Security ID:  200340107
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ralph W. Babb, Jr.         For       For        Management
2     Elect Director James F. Cordes            For       For        Management
3     Elect Director Jacqueline P. Kane         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
6     Amend Omnibus Stock Plan                  For       Against    Management
7     Declassify the Board of Directors         For       For        Management
8     Eliminate Supermajority Vote Requirement  Against   For        Shareholder
9     Claw-back of Payments under Restatements  Against   For        Shareholder
10    Pay For Superior Performance              Against   For        Shareholder


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CONSOL Energy Inc.

Ticker:       CNX            Security ID:  20854P109
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Whitmire              For       For        Management
1.2   Elect Director J. Brett Harvey            For       For        Management
1.3   Elect Director James E. Altmeyer, Sr.     For       For        Management
1.4   Elect Director Philip W. Baxter           For       For        Management
1.5   Elect Director William E. Davis           For       For        Management
1.6   Elect Director Raj K. Gupta               For       For        Management
1.7   Elect Director Patricia A. Hammick        For       For        Management
1.8   Elect Director David C. Hardesty, Jr.     For       For        Management
1.9   Elect Director John T. Mills              For       For        Management
1.10  Elect Director William P. Powell          For       For        Management
1.11  Elect Director Joseph T. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management


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Covidien plc

Ticker:       COV            Security ID:  G2554F105
Meeting Date: MAR 16, 2010   Meeting Type: Annual
Record Date:  JAN 13, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2a    Elect Craig Arnold as Director            For       For        Management
2b    Elect Robert H. Brust as Director         For       For        Management
2c    Elect John M. Connors, Jr. as Director    For       For        Management
2d    Elect Christopher J. Coughlin as Director For       For        Management
2e    Elect Timothy M. Donahue as Director      For       For        Management
2f    Elect Kathy J. Herbert as Director        For       For        Management
2g    Elect Randall J. Hogan, III as Director   For       For        Management
2h    Elect Richard J. Meelia as Director       For       Abstain    Management
2i    Elect Dennis H. Reilley as Director       For       For        Management
2j    Elect Tadataka Yamada as Director         For       For        Management
2k    Elect Joseph A. Zaccagnino as Director    For       For        Management
3     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration Auditors
4     Authorize Share Repurchase Program        For       For        Management
5     Authorize Reissuance of Treasury Shares   For       For        Management


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Edison International

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jagjeet S. Bindra          For       For        Management
1.2   Elect Director Vanessa C.L. Chang         For       For        Management
1.3   Elect Director France A. Cordova          For       For        Management
1.4   Elect Director Theodore F. Craver, Jr.    For       For        Management
1.5   Elect Director Charles B. Curtis          For       For        Management
1.6   Elect Director Bradford M. Freeman        For       For        Management
1.7   Elect Director Luis G. Nogales            For       For        Management
1.8   Elect Director Ronald L. Olson            For       For        Management
1.9   Elect Director James M. Rosser            For       For        Management
1.10  Elect Director Richard T. Schlosberg, III For       For        Management
1.11  Elect Director Thomas C. Sutton           For       For        Management
1.12  Elect Director Brett White                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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ENSCO plc

Ticker:       ESV            Security ID:  29358Q109
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Thomas Kelly II as Class II         For       For        Management
      Director
2     Elect Rita Rodriguez as Class II Director For       For        Management
3     Appoint KPMG LLP as US Independent        For       For        Management
      Registered Public Accounting Firm for
      2010
4     Appoint KPMG Audit plc as Auditors and    For       For        Management
      Authorise Their Remuneration
5     Re-approve the Ensco 2005 Cash Incentive  For       For        Management
      Plan


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EOG Resources, Inc.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director George A. Alcorn           For       For        Management
2     Elect Director Charles R. Crisp           For       For        Management
3     Elect Director James C. Day               For       For        Management
4     Elect Director Mark G. Papa               For       For        Management
5     Elect Director H. Leighton Steward        For       For        Management
6     Elect Director Donald F. Textor           For       For        Management
7     Elect Director  Frank G. Wisner           For       For        Management
8     Ratify Auditors                           For       For        Management
9     Amend Omnibus Stock Plan                  For       For        Management
10    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
11    Amend Executive Incentive Bonus Plan      For       For        Management
12    Report on Environmental Impacts of        Against   For        Shareholder
      Natural Gas Fracturing
13    Stock Retention/Holding Period            Against   For        Shareholder
14    Double Trigger on Equity Plans            Against   For        Shareholder


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Everest Re Group LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Kenneth J. Duffy as Director        For       For        Management
1.2   Elect Joseph V. Taranto as Director       For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Approve Omnibus Stock Plan                For       Against    Management


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Exelon Corporation

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John A. Canning, Jr.       For       For        Management
2     Elect Director M. Walter D'Alessio        For       For        Management
3     Elect Director Nicholas DeBenedictis      For       For        Management
4     Elect Director Bruce DeMars               For       For        Management
5     Elect Director Nelson A. Diaz             For       For        Management
6     Elect Director Sue L. Gin                 For       For        Management
7     Elect Director Rosemarie B. Greco         For       For        Management
8     Elect Director Paul L. Joskow             For       For        Management
9     Elect Director Richard W. Mies            For       For        Management
10    Elect Director John M. Palms              For       For        Management
11    Elect Director William C. Richardson      For       For        Management
12    Elect Director Thomas J. Ridge            For       For        Management
13    Elect Director John W. Rogers, Jr.        For       For        Management
14    Elect Director John W. Rowe               For       For        Management
15    Elect Director Stephen D. Steinour        For       For        Management
16    Elect Director Don Thompson               For       For        Management
17    Approve Omnibus Stock Plan                For       For        Management
18    Ratify Auditors                           For       For        Management


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Exxon Mobil Corporation

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 6, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M.J. Boskin                For       For        Management
1.2   Elect Director P. Brabeck-Letmathe        For       For        Management
1.3   Elect Director L.R. Faulkner              For       For        Management
1.4   Elect Director J.S. Fishman               For       For        Management
1.5   Elect Director K.C. Frazier               For       For        Management
1.6   Elect Director W.W. George                For       For        Management
1.7   Elect Director M.C. Nelson                For       For        Management
1.8   Elect Director S.J. Palmisano             For       For        Management
1.9   Elect Director S.C. Reinemund             For       For        Management
1.10  Elect Director R.W. Tillerson             For       For        Management
1.11  Elect Director E.E. Whitacre, Jr.         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
4     Reincorporate in Another State [from New  Against   Against    Shareholder
      Jersey to North Dakota]
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
6     Amend EEO Policy to Prohibit              Against   Abstain    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
7     Adopt Policy on Human Right to Water      Against   Abstain    Shareholder
8     Adopt Policy to Address Coastal Louisiana Against   Abstain    Shareholder
      Environmental Impacts
9     Report on Environmental Impact of Oil     Against   For        Shareholder
      Sands Operations in Canada
10    Report on Environmental Impacts of        Against   For        Shareholder
      Natural Gas Fracturing
11    Report on Energy Technologies Development Against   Against    Shareholder
12    Adopt Quantitative GHG Goals from         Against   For        Shareholder
      Products and Operations
13    Report on Risks of Alternative Long-term  Against   Abstain    Shareholder
      Fossil Fuel Demand Estimates


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General Cable Corp.

Ticker:       BGC            Security ID:  369300108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John E. Welsh, III         For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Provide Directors Be Removed With or      For       For        Management
      Without Cause
4     Ratify Auditors                           For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management


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Genesis Lease Limited

Ticker:       GLS            Security ID:  37183T107
Meeting Date: MAR 23, 2010   Meeting Type: Special
Record Date:  FEB 5, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement with AerCap      For       For        Management
      International Bermuda Ltd.
2     Adjourn Meeting                           For       For        Management


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Genworth Financial, Inc.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven W. Alesio           For       For        Management
2     Elect Director Michael D. Fraizer         For       For        Management
3     Elect Director Nancy J. Karch             For       For        Management
4     Elect Director J. Robert "Bob" Kerrey     For       For        Management
5     Elect Director Risa J. Lavizzo-Mourey     For       For        Management
6     Elect Director Christine B. Mead          For       For        Management
7     Elect Director Thomas E. Moloney          For       For        Management
8     Elect Director James A. Parke             For       For        Management
9     Elect Director James S. Riepe             For       For        Management
10    Amend Omnibus Stock Plan                  For       For        Management
11    Ratify Auditors                           For       For        Management


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

JPMorgan Chase & Co.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Crandall C. Bowles         For       For        Management
1.2   Elect Director Stephen B. Burke           For       For        Management
1.3   Elect Director David M. Cote              For       For        Management
1.4   Elect Director James S. Crown             For       For        Management
1.5   Elect Director James Dimon                For       For        Management
1.6   Elect Director Ellen V. Futter            For       For        Management
1.7   Elect Director William H. Gray, III       For       For        Management
1.8   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Lee R. Raymond             For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Affirm Political Non-Partisanship         Against   Abstain    Shareholder
5     Amend Bylaws-- Call Special Meetings      Against   For        Shareholder
6     Report on Collateral in Derivatives       Against   For        Shareholder
      Trading
7     Provide Right to Act by Written Consent   Against   For        Shareholder
8     Require Independent Board Chairman        Against   For        Shareholder
9     Report on Pay Disparity                   Against   Abstain    Shareholder
10    Stock Retention/Holding Period            Against   For        Shareholder


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

Lear Corporation

Ticker:       LEA            Security ID:  521865204
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Auditors                           For       For        Management


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

Lockheed Martin Corporation

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director E. C. "Pete" Aldrige, Jr.  For       For        Management
2     Elect Director Nolan D. Archibald         For       For        Management
3     Elect Director David B. Burritt           For       For        Management
4     Elect Director James O. Ellis, Jr.        For       For        Management
5     Elect Director Gwendolyn S. King          For       For        Management
6     Elect Director James M. Loy               For       For        Management
7     Elect Director Douglas H. McCorkindale    For       For        Management
8     Elect Director Joseph W. Ralston          For       For        Management
9     Elect Director James Schneider            For       For        Management
10    Elect Director Anne Stevens               For       For        Management
11    Elect Director Robert J. Stevens          For       For        Management
12    Ratify Auditors                           For       For        Management
13    Report on Space-based Weapons Program     Against   Abstain    Shareholder


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

Marathon Oil Corporation

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gregory H. Boyce           For       For        Management
2     Elect Director Clarence P. Cazalot, Jr.   For       For        Management
3     Elect Director David A. Daberko           For       For        Management
4     Elect Director William L. Davis           For       For        Management
5     Elect Director Shirley Ann Jackson        For       Against    Management
6     Elect Director Philip Lader               For       For        Management
7     Elect Director Charles R. Lee             For       For        Management
8     Elect Director Michael E. J. Phelps       For       For        Management
9     Elect Director Dennis H. Reilley          For       For        Management
10    Elect Director Seth E. Schofield          For       For        Management
11    Elect Director John W. Snow               For       For        Management
12    Elect Director Thomas J. Usher            For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
15    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

Merck & Co., Inc.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Leslie A. Brun             For       For        Management
2     Elect Director Thomas R. Cech             For       For        Management
3     Elect Director Richard T. Clark           For       For        Management
4     Elect Director Thomas H. Glocer           For       For        Management
5     Elect Director Steven F. Goldstone        For       For        Management
6     Elect Director William B. Harrison, Jr.   For       For        Management
7     Elect Director Harry R. Jacobson          For       For        Management
8     Elect Director William N. Kelley          For       For        Management
9     Elect Director C. Robert Kidder           For       For        Management
10    Elect Director Rochelle B. Lazarus        For       For        Management
11    Elect Director Carlos E. Represas         For       For        Management
12    Elect Director Patricia F. Russo          For       For        Management
13    Elect Director Thomas E. Shenk            For       For        Management
14    Elect Director Anne M. Tatlock            For       For        Management
15    Elect Director Craig B. Thompson          For       For        Management
16    Elect Director Wendell P. Weeks           For       For        Management
17    Elect Director Peter C. Wendell           For       For        Management
18    Ratify Auditors                           For       For        Management
19    Approve Omnibus Stock Plan                For       For        Management
20    Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


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

Merck & Co., Inc.

Ticker:       MRK            Security ID:  589331107
Meeting Date: AUG 7, 2009    Meeting Type: Special
Record Date:  JUN 22, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition                       For       For        Management


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

MetLife, Inc.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. Glenn Hubbard, Ph.D     For       For        Management
1.2   Elect Director Alfred F. Kelly, Jr.       For       For        Management
1.3   Elect Director James M. Kilts             For       For        Management
1.4   Elect Director David Satcher, M.D., Ph.D. For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder


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

Mohawk Industries, Inc.

Ticker:       MHK            Security ID:  608190104
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Phyllis O. Bonanno         For       For        Management
1.2   Elect Director David L. Kolb              For       Withhold   Management
1.3   Elect Director Joseph A. Onorato          For       For        Management
1.4   Elect Director W. Christopher Wellborn    For       For        Management
2     Ratify Auditors                           For       For        Management


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

Molson Coors Brewing Company

Ticker:       TAP            Security ID:  60871R209
Meeting Date: JUN 2, 2010    Meeting Type: Annual
Record Date:  APR 5, 2010

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


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

Morgan Stanley

Ticker:       MS             Security ID:  617446448
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roy J. Bostock             For       Against    Management
2     Elect Director Erskine B. Bowles          For       For        Management
3     Elect Director Howard J. Davies           For       For        Management
4     Elect Director James P. Gorman            For       For        Management
5     Elect Director James H. Hance, Jr.        For       For        Management
6     Elect Director Nobuyuki Hirano            For       For        Management
7     Elect Director C. Robert Kidder           For       For        Management
8     Elect Director John J. Mack               For       For        Management
9     Elect Director Donald T. Nicolaisen       For       For        Management
10    Elect Director Charles H. Noski           For       For        Management
11    Elect Director Hutham S. Olayan           For       For        Management
12    Elect Director O. Griffith Sexton         For       For        Management
13    Elect Director Laura D. Tyson             For       For        Management
14    Ratify Auditors                           For       For        Management
15    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
16    Amend Omnibus Stock Plan                  For       Against    Management
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
18    Stock Retention/Holding Period            Against   For        Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder
20    Report on Pay Disparity                   Against   Abstain    Shareholder
21    Claw-back of Payments under Restatements  Against   For        Shareholder


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

Motorola, Inc.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 3, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gregory Q. Brown           For       Against    Management
2     Elect Director David W. Dorman            For       Against    Management
3     Elect Director William R. Hambrecht       For       Against    Management
4     Elect Director Sanjay K. Jha              For       Against    Management
5     Elect Director Keith A. Meister           For       Against    Management
6     Elect Director Thomas J. Meredith         For       Against    Management
7     Elect Director Samuel C. Scott III        For       Against    Management
8     Elect Director James R. Stengel           For       Against    Management
9     Elect Director Anthony J. Vinciquerra     For       Against    Management
10    Elect Director Douglas A. Warner III      For       Against    Management
11    Elect Director John A. White              For       Against    Management
12    Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
13    Ratify Auditors                           For       For        Management
14    Amend Human Rights Policies               Against   Abstain    Shareholder
15    Reincorporate in Another State [from      Against   For        Shareholder
      Delaware to North Dakota]


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

Navistar International Corp.

Ticker:       NAV            Security ID:  63934E108
Meeting Date: FEB 16, 2010   Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eugenio Clariond           For       For        Management
1.2   Elect Director Diane H. Gulyas            For       For        Management
1.3   Elect Director William H. Osborne         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


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

Norfolk Southern Corporation

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Thomas D. Bell, Jr.        For       For        Management
2     Elect Director Alston D. Correll          For       For        Management
3     Elect Director Landon Hilliard            For       For        Management
4     Elect Director Burton M. Joyce            For       For        Management
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         For       For        Management
7     Amend Omnibus Stock Plan                  For       For        Management
8     Amend Executive Incentive Bonus Plan      For       For        Management
9     Report on Political Contributions         Against   For        Shareholder


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

Pfizer Inc.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dennis A. Ausiello         For       For        Management
2     Elect Director Michael S. Brown           For       For        Management
3     Elect Director M. Anthony Burns           For       For        Management
4     Elect Director Robert N. Burt             For       For        Management
5     Elect Director W. Don Cornwell            For       For        Management
6     Elect Director Frances D. Fergusson       For       For        Management
7     Elect Director William H. Gray III        For       For        Management
8     Elect Director Constance J. Horner        For       For        Management
9     Elect Director James M. Kilts             For       For        Management
10    Elect Director Jeffrey B. Kindler         For       For        Management
11    Elect Director George A. Lorch            For       For        Management
12    Elect Director John P. Mascotte           For       For        Management
13    Elect Director Suzanne Nora Johnson       For       For        Management
14    Elect Director Stephen W. Sanger          For       For        Management
15    Elect Director William C. Steere, Jr.     For       For        Management
16    Ratify Auditors                           For       For        Management
17    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
18    Provide Right to Call Special Meeting     For       For        Management
19    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder


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

PG&E Corporation

Ticker:       PCG            Security ID:  69331C108
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David R. Andrews           For       For        Management
2     Elect Director Lewis Chew                 For       For        Management
3     Elect Director C. Lee Cox                 For       For        Management
4     Elect Director Peter A. Darbee            For       For        Management
5     Elect Director Maryellen C. Herringer     For       For        Management
6     Elect Director Roger H. Kimmel            For       For        Management
7     Elect Director Richard A. Meserve         For       For        Management
8     Elect Director Forrest E. Miller          For       For        Management
9     Elect Director Rosendo G. Parra           For       For        Management
10    Elect Director Barbara L. Rambo           For       For        Management
11    Elect Director Barry Lawson Williams      For       For        Management
12    Ratify Auditors                           For       For        Management
13    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
14    Amend Omnibus Stock Plan                  For       For        Management
15    Require Independent Board Chairman        Against   Against    Shareholder
16    Limits for Directors Involved with        Against   Against    Shareholder
      Bankruptcy
17    Report on Political Contributions         Against   Against    Shareholder


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

Potash Corporation of Saskatchewan Inc.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 6, 2010    Meeting Type: Annual/Special
Record Date:  MAR 11, 2010

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


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

QUALCOMM Incorporated

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 2, 2010    Meeting Type: Annual
Record Date:  JAN 4, 2010

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


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

Royal Dutch Shell plc

Ticker:                      Security ID:  780259206
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  APR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Elect Charles Holliday as Director        For       For        Management
4     Re-elect Josef Ackermann as Director      For       For        Management
5     Re-elect Malcolm Brinded as Director      For       For        Management
6     Re-elect Simon Henry as Director          For       For        Management
7     Re-elect Lord Kerr of Kinlochard as       For       For        Management
      Director
8     Re-elect Wim Kok as Director              For       For        Management
9     Re-elect Nick Land as Director            For       For        Management
10    Re-elect Christine Morin-Postel as        For       For        Management
      Director
11    Re-elect Jorma Ollila as Director         For       For        Management
12    Re-elect Jeroen van der Veer as Director  For       For        Management
13    Re-elect Peter Voser as Director          For       For        Management
14    Re-elect Hans Wijers as Director          For       For        Management
15    Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors
16    Authorise Board to Fix Remuneration of    For       For        Management
      Auditors
17    Authorise Issue of Equity with            For       For        Management
      Pre-emptive Rights
18    Authorise Issue of Equity without         For       For        Management
      Pre-emptive Rights
19    Authorise Market Purchase                 For       For        Management
20    Approve Scrip Dividend Scheme             For       For        Management
21    Authorise EU Political Donations and      For       For        Management
      Expenditure
22    Adopt New Articles of Association         For       For        Management
23    Direct the Audit Committee or a Risk      Against   Withhold   Shareholder
      Committee of the Board to Commission and
      Review a Report on Investment Risks
      Associated with Future Canadian Oil Sands
      Projects


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

Teva Pharmaceutical Industries Ltd.

Ticker:                      Security ID:  881624209
Meeting Date: JUN 29, 2010   Meeting Type: Annual
Record Date:  MAY 24, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Final Dividend of NIS 2.50 (USD   For       For        Management
      0.642) Per Share
2     Election Of Director: Mr. Abraham E.      For       For        Management
      Cohen
3     Election Of Director: Mr. Amir Elstein    For       For        Management
4     Election Of Director: Prof. Roger         For       For        Management
      Kornberg
5     Election Of Director: Prof. Moshe Many    For       For        Management
6     Election Of Director: Mr. Dan Propper     For       For        Management
7     Approve Auditors and Authorize Board to   For       For        Management
      Fix Their Remuneration
8     Approve Stock Option Plan                 For       Against    Management
9     Approve Compensation of Board Chairman    For       For        Management
10    Approve Compensation of Director          For       For        Management
11    Approve Compensation of Director          For       For        Management
12    Increase Authorized Share Capital         For       For        Management


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

The Allstate Corporation

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Duane Ackerman          For       For        Management
1.2   Elect Director Robert D. Beyer            For       For        Management
1.3   Elect Director W. James Farrell           For       For        Management
1.4   Elect Director Jack M. Greenberg          For       For        Management
1.5   Elect Director Ronald T. LeMay            For       For        Management
1.6   Elect Director Andrea Redmond             For       For        Management
1.7   Elect Director H. John Riley, Jr.         For       For        Management
1.8   Elect Director Joshua I. Smith            For       For        Management
1.9   Elect Director Judith A. Sprieser         For       Against    Management
1.10  Elect Director Mary Alice Taylor          For       For        Management
1.11  Elect Director Thomas J. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws -- Call Special Meetings     Against   For        Shareholder
4     Provide Right to Act by Written Consent   Against   For        Shareholder
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
6     Report on Pay Disparity                   Against   Against    Shareholder
7     Report on Political Contributions         Against   For        Shareholder


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

The Goldman Sachs Group, Inc.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lloyd C. Blankfein         For       For        Management
1.2   Elect Director John H. Bryan              For       For        Management
1.3   Elect Director Gary D. Cohn               For       For        Management
1.4   Elect Director Claes Dahlbck             For       For        Management
1.5   Elect Director Stephen Friedman           For       For        Management
1.6   Elect Director William W. George          For       For        Management
1.7   Elect Director James A. Johnson           For       For        Management
1.8   Elect Director Lois D. Juliber            For       For        Management
1.9   Elect Director Lakshmi N. Mittal          For       For        Management
1.10  Elect Director James J. Schiro            For       For        Management
1.11  Elect Director H. Lee Scott, Jr.          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Provide Right to Call Special Meeting     For       Against    Management
6     Provide for Cumulative Voting             Against   Against    Shareholder
7     Report on Collateral in Derivatives       Against   For        Shareholder
      Trading
8     Require Independent Board Chairman        Against   Against    Shareholder
9     Report on Political Contributions         Against   For        Shareholder
10    Report on Global Warming Science          Against   Against    Shareholder
11    Report on Pay Disparity                   Against   Against    Shareholder
12    Stock Retention/Holding Period            Against   For        Shareholder


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

The Goodyear Tire & Rubber Company

Ticker:       GT             Security ID:  382550101
Meeting Date: APR 13, 2010   Meeting Type: Annual
Record Date:  FEB 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James C. Boland            For       For        Management
2     Elect Director James A. Firestone         For       For        Management
3     Elect Director Robert J. Keegan           For       For        Management
4     Elect Director Richard J. Kramer          For       For        Management
5     Elect Director W. Alan McCollough         For       For        Management
6     Elect Director Denise M. Morrison         For       For        Management
7     Elect Director Rodney O'Neal              For       For        Management
8     Elect Director Shirley D. Peterson        For       For        Management
9     Elect Director Stephanie A. Streeter      For       For        Management
10    Elect Director G. Craig Sullivan          For       For        Management
11    Elect Director Thomas H. Weidemeyer       For       For        Management
12    Elect Director Michael R. Wessel          For       For        Management
13    Ratify Auditors                           For       For        Management


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

The Kroger Co.

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 24, 2010   Meeting Type: Annual
Record Date:  APR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Reuben V. Anderson         For       For        Management
2     Elect Director Robert D. Beyer            For       For        Management
3     Elect Director David B. Dillon            For       For        Management
4     Elect Director Susan J. Kropf             For       For        Management
5     Elect Director John T. LaMacchia          For       For        Management
6     Elect Director David B. Lewis             For       For        Management
7     Elect Director W. Rodney McMullen         For       For        Management
8     Elect Director Jorge P. Montoya           For       For        Management
9     Elect Director Clyde R. Moore             For       For        Management
10    Elect Director Susan M. Phillips          For       For        Management
11    Elect Director Steven R. Rogel            For       For        Management
12    Elect Director James A. Runde             For       For        Management
13    Elect Director Ronald L. Sargent          For       For        Management
14    Elect Director Bobby S. Shackouls         For       For        Management
15    Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
16    Ratify Auditors                           For       For        Management
17    Report on Climate Change                  Against   For        Shareholder


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

The PNC Financial Services Group, Inc.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard O. Berndt          For       For        Management
2     Elect Director Charles E. Bunch           For       For        Management
3     Elect Director Paul W. Chellgren          For       For        Management
4     Elect Director Robert N. Clay             For       For        Management
5     Elect Director Kay Coles James            For       For        Management
6     Elect Director Richard B. Kelson          For       For        Management
7     Elect Director Bruce C. Lindsay           For       For        Management
8     Elect Director Anthony A. Massaro         For       For        Management
9     Elect Director Jane G. Pepper             For       For        Management
10    Elect Director James E. Rohr              For       For        Management
11    Elect Director Donald J. Shepard          For       For        Management
12    Elect Director Lorene K. Steffes          For       For        Management
13    Elect Director Dennis F. Strigl           For       For        Management
14    Elect Director Stephen G. Thieke          For       For        Management
15    Elect Director Thomas J. Usher            For       For        Management
16    Elect Director George H. Walls, Jr.       For       For        Management
17    Elect Director Helge H. Wehmeier          For       For        Management
18    Ratify Auditors                           For       For        Management
19    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
20    Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
21    TARP Related Compensation                 Against   For        Shareholder


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

Time Warner Cable Inc.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: MAY 24, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

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


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

Tyco International Ltd.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: MAR 10, 2010   Meeting Type: Annual
Record Date:  JAN 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal 2008/2009
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3.1   Reelect Edward Breen as Director          For       For        Management
3.2   Elect Michael Daniels as Director         For       For        Management
3.3   Reelect Timothy Donahue as Director       For       For        Management
3.4   Reelect Brian Duperreault as Director     For       For        Management
3.5   Reelect Bruce Gordon as Director          For       For        Management
3.6   Reelect Rajiv Gupta as Director           For       For        Management
3.7   Reelect John Krol as Director             For       For        Management
3.8   Reelect Brendan O'Neill as Director       For       For        Management
3.9   Reelect William Stavropoulos as Director  For       For        Management
3.10  Reelect Sandra Wijnberg as Director       For       For        Management
3.11  Reelect R. David Yost as Director         For       For        Management
4a    Ratify Deloitte AG as Auditors            For       For        Management
4b    Appoint Deloitte & Touche LLP as          For       For        Management
      Independent Registered Public Accounting
      Firm for Fiscal 2009/2010
4c    Ratify PricewaterhouseCoopers AG as       For       For        Management
      Special Auditor
5a    Approve Carrying Forward of Net Loss      For       For        Management
5b    Approve CHF 407.4 Million Reduction in    For       For        Management
      Share Capital and Repayment of CHF 0.85
      per Share
6     Amend Articles Re: Plurality Voting       For       For        Management
      Standard for Board Elections When the
      Number of Candidates Exceeds the Number
      of Board Positions Available
7     Transact Other Business (Voting)          For       Against    Management


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

Walgreen Co.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 13, 2010   Meeting Type: Annual
Record Date:  NOV 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven A. Davis            For       For        Management
1.2   Elect Director William C. Foote           For       For        Management
1.3   Elect Director Mark P. Frissora           For       For        Management
1.4   Elect Director Alan G. McNally            For       For        Management
1.5   Elect Director Nancy M. Schlichting       For       For        Management
1.6   Elect Director David Y. Schwartz          For       For        Management
1.7   Elect Director Alejandro Silva            For       For        Management
1.8   Elect Director James A. Skinner           For       For        Management
1.9   Elect Director Gregory D. Wasson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Reduce Supermajority Vote Requirement     Against   For        Shareholder
5     Performance-Based Equity Awards           Against   For        Shareholder
6     Report on Charitable Contributions        Against   Abstain    Shareholder


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

WellPoint, Inc.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Sheila P. Burke            For       For        Management
2     Elect Director George A. Schaefer, Jr.    For       For        Management
3     Elect Director Jackie M. Ward             For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Conversion to Non-Profit Status Against   Against    Shareholder
6     Report on Lobbying Expenses               Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
8     Reincorporate in Another State [from      Against   For        Shareholder
      Indiana to Delaware]


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

Wells Fargo & Company

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Election Director John D. Baker II        For       For        Management
2     Election Director John S. Chen            For       For        Management
3     Election Director Lloyd H. Dean           For       For        Management
4     Election Director Susan E. Engel          For       For        Management
5     Election Director Enrique Hernandez, Jr.  For       For        Management
6     Election Director Donald M. James         For       For        Management
7     Election Director Richard D. McCormick    For       For        Management
8     Election Director Mackey J. McDonald      For       For        Management
9     Election Director Cynthia H. Milligan     For       For        Management
10    Elect Director Nicholas G. Moore          For       For        Management
11    Elect Director Philip J. Quigley          For       Against    Management
12    Elect Director Judith M. Runstad          For       For        Management
13    Elect Director Stephen W. Sanger          For       For        Management
14    Elect Director Robert K. Steel            For       For        Management
15    Elect Director John G. Stumpf             For       For        Management
16    Elect Director an G. Swenson              For       For        Management
17    Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
18    Increase Authorized Common Stock          For       For        Management
19    Ratify Auditors                           For       For        Management
20    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
21    Require Independent Board Chairman        Against   For        Shareholder
22    Report on Charitable Contributions        Against   Abstain    Shareholder
23    Report on Political Contributions         Against   For        Shareholder


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

Wyeth

Ticker:       WYE            Security ID:  983024100
Meeting Date: JUL 20, 2009   Meeting Type: Annual
Record Date:  JUN 5, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director Robert M. Amen             For       Against    Management
3.2   Elect Director Michael J. Critelli        For       Against    Management
3.3   Elect Director Frances D. Fergusson       For       For        Management
3.4   Elect Director Victor F. Ganzi            For       Against    Management
3.5   Elect Director Robert Langer              For       For        Management
3.6   Elect Director John P. Mascotte           For       Against    Management
3.7   Elect Director Raymond J. McGuire         For       Against    Management
3.8   Elect Director Mary Lake Polan            For       For        Management
3.9   Elect Director Bernard Poussot            For       For        Management
3.10  Elect Director Gary L. Rogers             For       Against    Management
3.11  Elect Director John R. Torell III         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Political Contributions         Against   For        Shareholder
6     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

Xerox Corporation

Ticker:       XRX            Security ID:  984121103
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Glenn A. Britt             For       For        Management
2     Elect Director Ursula M. Burns            For       For        Management
3     Elect Director Richard J. Harrington      For       For        Management
4     Elect Director William Curt Hunter        For       For        Management
5     Elect Director Robert A. McDonald         For       For        Management
6     Elect Director N.J. Nicholas, Jr.         For       For        Management
7     Elect Director Charles Prince             For       For        Management
8     Elect Director Ann N. Reese               For       For        Management
9     Elect Director Mary Agnes Wilderotter     For       For        Management
10    Ratify Auditors                           For       For        Management
11    Amend Omnibus Stock Plan                  For       For        Management


                            SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Registrant:  Oppenheimer Series Fund, Inc. on behalf of Oppenheimer Value Fund

By:          William F. Glavin, Jr.*
             --------------
             William F. Glavin, Jr.
             President and Principal Executive Officer

Date:        August 23, 2010

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