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:                     811-3864

Exact name of registrant as specified in charter:       Oppenheimer Balanced Fund

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

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

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

Date of fiscal year end:                                9/30

Date of reporting period:                               07/01/2004-06/30/2005

Item 1.           Proxy Voting Record




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

ICA File Number: 811-03864
Reporting Period: 07/01/2004 - 06/30/2005
Oppenheimer Balanced Fund









========================== OPPENHEIMER BALANCED FUND ===========================


AES CORP., THE

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

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


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ALTRIA GROUP, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director  Elizabeth E. Bailey       For       For        Management
1.2   Elect Director Harold Brown               For       For        Management
1.3   Elect Director Mathis Cabiallavetta       For       For        Management
1.4   Elect Director Louis C. Camilleri         For       For        Management
1.5   Elect Director J. Dudley Fishburn         For       For        Management
1.6   Elect Director Robert E. R. Huntley       For       For        Management
1.7   Elect Director Thomas W. Jones            For       Withhold   Management
1.8   Elect Director George Munoz               For       For        Management
1.9   Elect Director Lucio A. Noto              For       For        Management
1.10  Elect Director John S. Reed               For       For        Management
1.11  Elect Director Carlos Slim Helu           For       For        Management
1.12  Elect Director Stephen M. Wolf            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Eliminate Animal Testing                  Against   Abstain    Shareholder
6     Product Warnings for Pregnant Women       Against   Abstain    Shareholder
7     Cease Use of Light and Ultra Light in     Against   Abstain    Shareholder
      Cigarette Marketing
8     Apply Fire Safety Standards for           Against   Abstain    Shareholder
      Cigarettes


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ASSURED GUARANTY LTD

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

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


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BANK OF AMERICA CORP.

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

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


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BECKMAN COULTER, INC.

Ticker:       BEC            Security ID:  075811109
Meeting Date: APR 7, 2005    Meeting Type: Annual
Record Date:  FEB 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Hugh K. Coble             For       For        Management
1.2   Elect  Director Kevin M. Farr             For       For        Management
1.3   Elect  Director Van B. Honeycutt          For       For        Management
1.4   Elect  Director Betty Woods               For       For        Management
2     Increase Authorized Common Stock          For       For        Management


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BOWATER INC.

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

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


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BP PLC  (FORM. BP AMOCO PLC )

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

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


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CENDANT CORPORATION

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

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


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CITIGROUP INC.

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

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


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COMPANHIA VALE DO RIO DOCE

Ticker:       RIO.PR         Security ID:  204412100
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPRECIATION OF THE MANAGEMENT S REPORT   For       For        Management
      AND ANALYSIS, DISCUSSION AND VOTE ON THE
      FINANCIAL STATEMENTS FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2004.
2     PROPOSAL FOR THE DESTINATION OF THE       For       For        Management
      PROFITS OF THE SAID FISCAL YEAR AND
      APPROVAL OF THE INVESTMENT BUDGET OF THE
      COMPANY.
3     ELECTION OF THE MEMBERS OF THE BOARD OF   For       For        Management
      DIRECTORS.
4     ELECTION OF THE MEMBERS OF THE FISCAL     For       For        Management
      COUNCIL.
5     ESTABLISHMENT OF THE REMUNERATION OF THE  For       For        Management
      SENIOR MANAGEMENT AND FISCAL COUNCIL
      MEMBERS.
6     PROPOSAL FOR THE INCREASE OF CAPITAL, VIA For       For        Management
      CAPITALIZATION OF RESERVES, WITHOUT ISSUE
      OF SHARES, AND WITH THE CONSEQUENT
      ALTERATION OF THE MAIN SECTION OF ARTICLE
      5 OF THE COMPANY BYLAWS.
7     NEW VERSION OF CVRD S DIVIDEND POLICY.    For       For        Management


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COMPANHIA VALE DO RIO DOCE

Ticker:       RIO.PR         Security ID:  204412100
Meeting Date: AUG 18, 2004   Meeting Type: Special
Record Date:  JUL 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DELIBERATION OF THE PROPOSAL FOR A        For       For        Management
      FORWARD SPLIT OF SHARES ISSUED BY THE
      COMPANY, SO THAT EACH COMMON OR PREFERRED
      SHARE ISSUED BY THE COMPANY WILL BE
      REPRESENTED BY THREE SHARES OF THE SAME
      TYPE AND CLASS, AND THE CONSEQUENT
      ALTERATIONS OF ARTICLES 5 AN
2     ELECTION, BY HOLDERS OF PREFERRED CLASS   For       For        Management
      A  SHARES, OF ONE MEMBER AND HIS
      ALTERNATE FOR THE COMPANY S FISCAL
      COUNCIL, DUE TO THE RESIGNATION OF THE
      FISCAL COUNCIL MEMBERS ELECTED BY THIS
      CLASS OF SHARES, AS WELL AS THE ELECTION
      BY THE COMMON SHAREHOLDERS
3     RECTIFICATION OF THE TOTAL ANNUAL         For       For        Management
      COMPENSATION OF THE MEMBERS OF THE
      COMPANY S MANAGEMENT FIXED BY THE
      ORDINARY GENERAL SHAREHOLDERS MEETING
      HELD ON APRIL 28, 2004.


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COMPUWARE CORP.

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

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


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CONSTELLATION BRANDS, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George Bresler            For       For        Management
1.2   Elect  Director Jeananne K. Hauswald      For       For        Management
1.3   Elect  Director James A. Locke III        For       For        Management
1.4   Elect  Director Richard Sands             For       For        Management
1.5   Elect  Director Robert Sands              For       For        Management
1.6   Elect  Director Thomas C. Mcdermott       For       For        Management
1.7   Elect  Director Paul L. Smith             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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COUNTRYWIDE FINANCIAL CORP.

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

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


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CSG SYSTEMS INTERNATIONAL, INC.

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

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


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EVEREST RE GROUP LTD

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

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


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FLEXTRONICS INTERNATIONAL LTD.

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

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


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FREDDIE MAC

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

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


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FREESCALE SEMICONDUCTOR, INC.

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

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


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GAP, INC., THE

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard P. Behar            For       Withhold   Management
1.2   Elect Director Adrian D. P. Bellamy       For       Withhold   Management
1.3   Elect Director Domenico De Sole           For       Withhold   Management
1.4   Elect Director Donald G. Fisher           For       Withhold   Management
1.5   Elect Director Doris F. Fisher            For       Withhold   Management
1.6   Elect Director Robert J. Fisher           For       Withhold   Management
1.7   Elect Director Penelope L. Hughes         For       Withhold   Management
1.8   Elect Director Bob L. Martin              For       Withhold   Management
1.9   Elect Director Jorge P. Montoya           For       Withhold   Management
1.10  Elect Director Paul S. Pressler           For       Withhold   Management
1.11  Elect Director James M. Schneider         For       Withhold   Management
1.12  Elect Director Mayo A. Shattuck III       For       Withhold   Management
1.13  Elect Director Margaret C. Whitman        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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GENERAL ELECTRIC CO.

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

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


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GENWORTH FINL INC

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Borelli          For       For        Management
1.2   Elect  Director Michael D. Fraizer        For       For        Management
1.3   Elect  Director J. Robert 'bob' Kerrey    For       For        Management
1.4   Elect  Director Thomas B. Wheeler         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC )

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS  REPORT AND FINANCIAL           For       For        Management
      STATEMENTS
2     REMUNERATION REPORT                       For       For        Management
3     TO ELECT SIR CHRISTOPHER GENT AS A        For       For        Management
      DIRECTOR
4     TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR For       For        Management
5     TO ELECT MR JULIAN HESLOP AS A DIRECTOR   For       For        Management
6     TO RE-ELECT DR JEAN-PIERRE GARNIER AS A   For       For        Management
      DIRECTOR
7     TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR For       For        Management
8     TO RE-ELECT DR RONALDO SCHMITZ AS A       For       For        Management
      DIRECTOR
9     TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR For       For        Management
10    Ratify Auditors                           For       For        Management
11    REMUNERATION OF AUDITORS                  For       For        Management
12    TO AUTHORISE THE COMPANY TO MAKE          For       For        Management
      DONATIONS TO EU POLITICAL ORGANISATIONS
      AND INCUR EU POLITICAL EXPENDITURE
13    DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
14    AUTHORITY FOR THE COMPANY TO PURCHASE ITS For       For        Management
      OWN SHARES
15    INSERTION OF NEW ARTICLE 48A INTO         For       For        Management
      ARTICLES OF ASSOCIATION
16    DELETION OF ARTICLE 154.2 OF ARTICLES OF  For       For        Management
      ASSOCIATION
17    AMENDMENT OF ARTICLE 81 OF ARTICLES OF    For       For        Management
      ASSOCIATION


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

GRAFTECH INTERNATIONAL, LTD.

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

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


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

HALLIBURTON CO.

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

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


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

HEWLETT-PACKARD CO.

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

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


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

HONEYWELL INTERNATIONAL, INC.

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

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


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

HOST MARRIOTT CORP.

Ticker:       HMT            Security ID:  44107P104
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert M. Baylis          For       Withhold   Management
1.2   Elect  Director Terence C. Golden         For       Withhold   Management
1.3   Elect  Director Ann McLaughlin Korologos  For       Withhold   Management
1.4   Elect  Director Richard E. Marriott       For       Withhold   Management
1.5   Elect  Director Judith A. McHale          For       Withhold   Management
1.6   Elect  Director John B. Morse, Jr.        For       Withhold   Management
1.7   Elect  Director Christopher J. Nassetta   For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

IDT CORP.

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

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


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

INTEL CORP.

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

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


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

INTERNATIONAL BUSINESS MACHINES CORP.

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

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


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

JPMORGAN CHASE & CO.

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

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


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

KAISER ALUMINUM & CHEMICAL CORPORATION

Ticker:                      Security ID:  483008AK4
Meeting Date: APR 1, 2005    Meeting Type: Written Consent
Record Date:  FEB 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     THE AJI/KJC PLAN                                    Abstain    Management
2     THE KAAC/KFC PLAN                                   Abstain    Management


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

KINDER MORGAN, INC.

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

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


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

LEHMAN BROTHERS HOLDINGS INC.

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

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


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

LIBERTY GLOBAL INC.

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

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


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

LIBERTY MEDIA CORP.

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

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


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

LUKOIL OAO

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

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


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

LUKOIL OAO

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

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


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

MANOR CARE, INC.

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

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


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

MCDONALD'S CORP.

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

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


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

MEDIMMUNE, INC.

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

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


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

MICROSOFT CORP.

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

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


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

MORGAN STANLEY

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

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


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

NET2PHONE, INC.

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

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


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

NOVARTIS AG

Ticker:       NVS            Security ID:  CH0012005267
Meeting Date: MAR 1, 2005    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 1.05 per Share
4     Approve CHF 19 Million Reduction in Share For       For        Management
      Capital via Share Cancellation
5     Authorize Repurchase of up to Ten Percent For       For        Management
      of Issued Share Capital
6.1   Reelect Birgit Breuel as Director         For       For        Management
6.2   Reelect Peter Burckhardt as Director      For       For        Management
6.3   Reelect Alexandre Jetzer as Director      For       For        Management
6.4   Reelect Pierre Landolt as Director        For       For        Management
6.5   Reelect Ulrich Lehner as Director         For       For        Management
7     Ratify PricewaterhouseCoopers AG as       For       For        Management
      Auditors


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

NOVELL, INC.

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

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


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

ORBITAL SCIENCES CORP.

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

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


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

PFIZER INC.

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

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


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

PRAXAIR, INC.

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

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


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

RAYTHEON CO.

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

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


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

RELIANT ENERGY INC.

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

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


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

SCHERING-PLOUGH CORP.

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

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


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

SOUTHTRUST CORP.

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

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


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

STERLING CHEMICALS, INC.

Ticker:       SCHI           Security ID:  859166AA8
Meeting Date: APR 15, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     PROPOSAL TO ELECT JOHN W. GILDEA TO THE   For       Did Not    Management
      BOARD OF DIRECTORS OF THE COMPANY.                  Vote


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

SYNOPSYS, INC.

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

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


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

TAKE-TWO INTERACTIVE SOFTWARE, INC.

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

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


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

TALISMAN ENERGY INC.

Ticker:       TLM.           Security ID:  CA87425E1034
Meeting Date: MAY 3, 2005    Meeting Type: Annual/Special
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas D. Balwin          For       For        Management
1.2   Elect Director James W. Buckee            For       For        Management
1.3   Elect Director Kevin S. Dunne             For       For        Management
1.4   Elect Director Al L. Flood                For       For        Management
1.5   Elect Director Dale G. Parker             For       For        Management
1.6   Elect Director Lawrence G. Tapp           For       For        Management
1.7   Elect Director Stella M. Thompson         For       For        Management
1.8   Elect Director Robert G. Welty            For       For        Management
1.9   Elect Director Charles W. Wilson          For       For        Management
2     Ratify Ernst & Young LLP as Auditors      For       For        Management
3     Amend Shareholder Rights Plan (Poison     For       For        Management
      Pill)


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

TENET HEALTHCARE CORP.

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

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


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

TOTAL SA (FORMERLY TOTAL FINA ELF  S.A )

Ticker:       TOT            Security ID:  89151E109
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  APR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE PARENT COMPANY FINANCIAL  For       For        Management
      STATEMENTS
2     APPROVAL OF THE CONSOLIDATED FINANCIAL    For       For        Management
      STATEMENTS
3     ALLOCATION OF EARNINGS, DECLARATION OF    For       For        Management
      DIVIDEND
4     AGREEMENTS COVERED BY ARTICLE L. 225-38   For       Against    Management
      OF THE FRENCH COMMERCIAL CODE
5     AUTHORIZATION FOR THE BOARD OF DIRECTORS  For       For        Management
      TO TRADE SHARES OF THE COMPANY
6     RENEWAL OF THE APPOINTMENT OF MR. PAUL    For       For        Management
      DESMARAIS JR. AS A DIRECTOR
7     RENEWAL OF THE APPOINTMENT OF MR.         For       For        Management
      BERTRAND JACQUILLAT AS A DIRECTOR
8     RENEWAL OF THE APPOINTMENT OF MR. MAURICE For       For        Management
      LIPPENS AS A DIRECTOR
9     APPOINTMENT OF LORD LEVENE OF PORTSOKEN,  For       For        Management
      KBE, AS A DIRECTOR
10    AUTHORITY TO BOARD TO RAISE CAPITAL BY    For       For        Management
      ISSUING EQUITY OR EQUITY- LINKED
      SECURITIES WITH PREFERENTIAL SUBSCRIPTION
      RIGHTS
11    AUTHORITY TO BOARD TO RAISE CAPITAL BY    For       For        Management
      ISSUING EQUITY OR EQUITY- LINKED
      SECURITIES WITHOUT PREFERENTIAL
      SUBSCRIPTION RIGHTS
12    AUTHORITY TO THE BOARD FOR THE PURPOSE OF For       For        Management
      CAPITAL INCREASES PURSUANT TO ARTICLE L.
      443-5 OF THE FRENCH LABOR CODE
13    AUTHORIZATION TO GRANT SHARES OF THE      Against   Against    Management
      COMPANY TO EMPLOYEES AND EXECUTIVE
      OFFICERS OF THE COMPANY AND GROUP
      COMPANIES
14    AMENDED AUTHORIZATION TO GRANT SHARES TO  Against   Against    Shareholder
      EMPLOYEES AND EXECUTIVE OFFICERS OF THE
      COMPANY AND GROUP COMPANIES


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

TYCO INTERNATIONAL LTD.

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

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


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

TYSON FOODS, INC.

Ticker:       TSN            Security ID:  902494103
Meeting Date: FEB 4, 2005    Meeting Type: Annual
Record Date:  DEC 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Don Tyson                  For       Withhold   Management
1.2   Elect Director John Tyson                 For       Withhold   Management
1.3   Elect Director Leland E. Tollett          For       Withhold   Management
1.4   Elect Director Barbara A. Tyson           For       Withhold   Management
1.5   Elect Director Lloyd V. Hackley           For       Withhold   Management
1.6   Elect Director Jim Kever                  For       Withhold   Management
1.7   Elect Director David A. Jones             For       Withhold   Management
1.8   Elect Director Richard L. Bond            For       Withhold   Management
1.9   Elect Director Jo Ann R. Smith            For       Withhold   Management
1.10  Elect Director Albert C. Zapanta          For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Political Contributions         Against   Abstain    Shareholder
6     Report on Environmental Impact of         Against   Abstain    Shareholder
      Livestock Operations


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

UBS AG

Ticker:                      Security ID:  CH0012032030
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 3.00 per Share
3     Approve Discharge of Board and Senior     For       For        Management
      Management
4.1.1 Reelect Marcel Ospel as Director          For       For        Management
4.1.2 Reelect Lawrence Weinbach as Director     For       For        Management
4.2.1 Elect Marco Suter as Director             For       For        Management
4.2.2 Elect Peter Voser as Director             For       For        Management
4.3   Ratify Ernst & Young Ltd. as Auditors     For       For        Management
5.1   Approve CHF 31.9 Million Reduction in     For       For        Management
      Share Capital via Cancellation of
      Repurchased Shares
5.2   Authorize Repurchase of Issued Share      For       For        Management
      Capital


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

UNITEDGLOBAL.COM INC

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

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


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

UNITEDGLOBAL.COM INC

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

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


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

WACHOVIA CORP.

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

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


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

WATSON PHARMACEUTICALS, INC.

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

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


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

WCI COMMUNITIES INC

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

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


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

WELLS FARGO & COMPANY

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

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


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

WYETH

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

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

========== END NPX REPORT



                                         SIGNATURES

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

(Registrant):                   Oppenheimer Balanced Fund

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

Date:                           August 24, 2005

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