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:                           811-03864

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

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

Date of fiscal year end:                                      9/30

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

Item 1.                    Proxy Voting Record


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

Abbott Laboratories

Ticker:       ABT            Security ID:  2824100
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.M. Daley                 For       For        Management
1.3   Elect Director W.J. Farrell               For       For        Management
1.4   Elect Director H.L. Fuller                For       For        Management
1.5   Elect Director W.A. Osborn                For       For        Management
1.6   Elect Director D.A.L. Owen                For       For        Management
1.7   Elect Director B. Powell, Jr.             For       For        Management
1.8   Elect Director W.A. Reynolds              For       For        Management
1.9   Elect Director R.S. Roberts               For       For        Management
1.10  Elect Director S.C. Scott, III            For       For        Management
1.11  Elect Director W.D. Smithburg             For       For        Management
1.12  Elect Director G.F. Tilton                For       For        Management
1.13  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Human Rights Policy to Address      Against   Abstain    Shareholder
      Access to Medicines
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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AES Corp., The

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Hanrahan              For       For        Management
1.2   Elect Director Kristina M. Johnson        For       For        Management
1.3   Elect Director John A. Koskinen           For       For        Management
1.4   Elect Director Philip Lader               For       For        Management
1.5   Elect Director Sandra O. Moose            For       For        Management
1.6   Elect Director Philip A. Odeen            For       For        Management
1.7   Elect Director Charles O. Rossotti        For       For        Management
1.8   Elect Director Sven Sandstrom             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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Altria Group, Inc.

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

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


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American Express Co.

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

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


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Amicus Therapeutics, Inc.

Ticker:       FOLD           Security ID:  03152W109
Meeting Date: JUN 10, 2008   Meeting Type: Annual
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alexander E. Barkas       For       For        Management
1.2   Elect  Director Stephen Bloch             For       For        Management
1.3   Elect  Director P. Sherrill Neff          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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AT&T Inc

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

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


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Bank of America Corp.

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

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


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Beckman Coulter, Inc.

Ticker:       BEC            Security ID:  75811109
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kevin M. Farr              For       For        Management
1.2   Elect Director Van B. Honeycutt           For       For        Management
1.3   Elect Director James V. Mazzo             For       For        Management
1.4   Elect Director Betty Woods                For       For        Management
2     Ratify Auditors                           For       For        Management


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BP plc

Ticker:                      Security ID:  55622104
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE FINANCIAL STATEMENTS AND       For       For        Management
      STATUTORY REPORTS.
2     TO APPROVE THE DIRECTORS' REMUNERATION    For       Against    Management
      REPORT.
3     Elect  Director Mr A Burgmans             For       For        Management
4     Elect  Director Mrs C B Carroll           For       For        Management
5     Elect  Director Sir William Castell       For       For        Management
6     Elect  Director Mr I C Conn               For       For        Management
7     Elect  Director Mr G David                For       For        Management
8     Elect  Director Mr E B Davis, Jr          For       For        Management
9     Elect  Director Mr D J Flint              For       For        Management
10    Elect  Director Dr B E Grote              For       For        Management
11    Elect  Director Dr A B Hayward            For       For        Management
12    Elect  Director Mr A G Inglis             For       For        Management
13    Elect  Director Dr D S Julius             For       For        Management
14    Elect  Director Sir Tom Mckillop          For       For        Management
15    Elect  Director Sir Ian Prosser           For       For        Management
16    Elect  Director Mr P D Sutherland         For       For        Management
17    REAPPOINT ERNST & YOUNG LLP AS AUDITORS   For       For        Management
      AND AUTHORISE BOARD TO FIX THEIR
      REMUNERATION.
18    ADOPT NEW ARTICLES OF ASSOCIATION.        For       For        Management
19    SPECIAL RESOLUTION TO GIVE LIMITED        For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY.
20    SPECIAL RESOLUTION TO GIVE LIMITED        For       For        Management
      AUTHORITY TO ALLOT SHARES UP TO A
      SPECIFIED AMOUNT.
21    SPECIAL RESOLUTION TO GIVE AUTHORITY TO   For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      FREE OF PRE-EMPTION RIGHTS.


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Carpenter Technology Corp.

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

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


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Cisco Systems, Inc.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2007   Meeting Type: Annual
Record Date:  SEP 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carol A. Bartz             For       For        Management
2     Elect Director M. Michele Burns           For       For        Management
3     Elect Director Michael D. Capellas        For       For        Management
4     Elect Director Larry R. Carter            For       For        Management
5     Elect Director John T. Chambers           For       For        Management
6     Elect Director Brian L. Halla             For       For        Management
7     Elect Director Dr. John L. Hennessy       For       For        Management
8     Elect Director Richard M. Kovacevich      For       For        Management
9     Elect Director Roderick C. McGeary        For       For        Management
10    Elect Director Michael K. Powell          For       For        Management
11    Elect Director Steven M. West             For       For        Management
12    Elect Director Jerry Yang                 For       For        Management
13    Amend Omnibus Stock Plan                  For       For        Management
14    Approve Executive Incentive Bonus Plan    For       For        Management
15    Ratify Auditors                           For       For        Management
16    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights
17    Pay For Superior Performance              Against   For        Shareholder
18    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
19    Report on Internet Fragmentation          Against   Abstain    Shareholder


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Citigroup Inc.

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

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


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Companhia Vale Do Rio Doce

Ticker:                      Security ID:  204412100
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  APR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPRECIATION OF THE MANAGEMENTS  REPORT   For       Did Not    Management
      AND ANALYSIS, DISCUSSION AND VOTE ON THE            Vote
      FINANCIAL STATEMENTS FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2007
2     PROPOSAL FOR THE DESTINATION OF PROFITS   For       Did Not    Management
      OF THE SAID FISCAL YEAR AND APPROVAL OF             Vote
      THE INVESTMENT BUDGET FOR THE COMPANY
3     APPOINTMENT OF THE MEMBERS OF THE FISCAL  For       Did Not    Management
      COUNCIL                                             Vote
4     ESTABLISHMENT OF THE REMUNERATION OF THE  For       Did Not    Management
      SENIOR MANAGEMENT AND FISCAL COUNCIL                Vote
      MEMBERS
5     THE APPROVAL FOR THE PROTOCOL AND         For       Did Not    Management
      JUSTIFICATION OF MERGER OF FERRO GUSA               Vote
      CARAJAS S.A., A WHOLLY OWNED SUBSIDIARY
      OF THE COMPANY, PURSUANT TO ARTICLES 224
      AND 225 OF THE BRAZILIAN CORPORATE LAW
6     TO RATIFY THE APPOINTMENT OF DELOITTE     For       Did Not    Management
      TOUCHE TOHMATSU AUDITORES INDEPENDENTES,            Vote
      THE EXPERTS HIRED TO APPRAISE THE VALUE
      OF THE COMPANY TO BE MERGED.
7     TO DECIDE ON THE APPRAISAL REPORT,        For       Did Not    Management
      PREPARED BY THE EXPERT APPRAISERS                   Vote
8     THE APPROVAL FOR THE MERGER OF FERRO GUSA For       Did Not    Management
      CARAJAS S.A., WITHOUT A CAPITAL INCREASE            Vote
      OR THE ISSUANCE OF NEW SHARES BY THE
      COMPANY


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Companhia Vale Do Rio Doce

Ticker:                      Security ID:  204412100
Meeting Date: AUG 30, 2007   Meeting Type: Special
Record Date:  AUG 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     PROPOSAL TO AMEND THE COMPANYS BY-LAWS.   For       For        Management
2     PROPOSAL FOR A FORWARD STOCK SPLIT,       For       For        Management
      PURSUANT TO WHICH EACH AND EVERY CURRENT
      SHARE ISSUED BY THE COMPANY, BOTH COMMON
      AND PREFERRED, SHALL BECOME TWO SHARES OF
      THE SAME TYPE AND CLASS, AS THE CASE MAY
      BE, AND THE CORRESPONDING ADJUSTMENT OF
      ARTICLE 5 AND
3     CONSOLIDATION OF THE AMENDMENTS TO THE    For       For        Management
      COMPANY S BY-LAWS, MENTIONED ABOVE IN
      ITEMS I AND II HEREIN, IF SUCH PROPOSED
      MODIFICATIONS ARE APPROVED.
4     RATIFICATION OF CVRD S ACQUISITION OF THE For       For        Management
      CONTROLLING SHARE OF AMCI HOLDINGS
      AUSTRALIA, AS REQUIRED BY ARTICLE 256
      SECTION 1 OF THE BRAZILIAN CORPORATE LAW.
5     REPLACEMENT OF A BOARD MEMBER.            For       For        Management


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Conagra Foods Inc.

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

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


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Costco Wholesale Corporation

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

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


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deCODE genetics, Inc

Ticker:       DCGN           Security ID:  243586104
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Birgit Stattin Norinder    For       Withhold   Management
1.2   Elect Director Linda Buck                 For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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Dynegy, Inc.

Ticker:       DYN            Security ID:  26817G102
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Biegler           For       For        Management
1.2   Elect Director Thomas D. Clark, Jr.       For       For        Management
1.3   Elect Director Victor E. Grijalva         For       For        Management
1.4   Elect Director Patricia A. Hammick        For       For        Management
1.5   Elect Director George L. Mazanec          For       For        Management
1.6   Elect Director Howard B. Sheppard         For       For        Management
1.7   Elect Director William L. Trubeck         For       For        Management
1.8   Elect Director Bruce A. Williamson        For       For        Management
2     Ratify Auditors                           For       For        Management


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Dynegy, Inc.

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

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


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eBay Inc.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 19, 2008   Meeting Type: Annual
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Fred D. Anderson           For       For        Management
2     Elect Director Edward W. Barnholt         For       For        Management
3     Elect Director Scott D. Cook              For       For        Management
4     Elect Director John J. Donahoe            For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management
6     Ratify Auditors                           For       For        Management


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Everest Re Group LTD

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Gallagher       For       For        Management
1.2   Elect  Director William F. Galtney, Jr.   For       For        Management
2     TO APPOINT PRICEWATERHOUSECOOPERS LLP AS  For       For        Management
      THE COMPANY S REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING
      DECEMBER 31, 2008 AND AUTHORIZE THE BOARD
      OF DIRECTORS ACTING BY THE AUDIT
      COMMITTEE OF THE BOARD TO SET THE FEES.
3     TO APPROVE AN AMENDMENT TO THE COMPANY S  For       For        Management
      BYE-LAWS TO ALLOW THE COMPANY TO HOLD
      TREASURY SHARES.


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Exxon Mobil Corp.

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

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


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

Google Inc

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       For        Management
1.2   Elect Director Sergey Brin                For       For        Management
1.3   Elect Director Larry Page                 For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director John L. Hennessy           For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Ann Mather                 For       For        Management
1.8   Elect Director Paul S. Otellini           For       For        Management
1.9   Elect Director K. Ram Shriram             For       For        Management
1.10  Elect Director Shirley M. Tilghman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Adopt Internet Censorship Policies        Against   Abstain    Shareholder
5     Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

Human Genome Sciences, Inc.

Ticker:       HGSI           Security ID:  444903108
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tuan Ha-Ngoc               For       For        Management
1.2   Elect Director Robert C. Young            For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management


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

International Business Machines Corp.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Black                   For       For        Management
1.2   Elect Director W.R. Brody                 For       For        Management
1.3   Elect Director K.I. Chenault              For       For        Management
1.4   Elect Director M.L. Eskew                 For       For        Management
1.5   Elect Director S.A. Jackson               For       For        Management
1.6   Elect Director L.A. Noto                  For       For        Management
1.7   Elect Director J.W. Owens                 For       For        Management
1.8   Elect Director S.J. Palmisano             For       For        Management
1.9   Elect Director J.E. Spero                 For       For        Management
1.10  Elect Director S. Taurel                  For       For        Management
1.11  Elect Director L.H. Zambrano              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Review Executive Compensation             Against   For        Shareholder
5     Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
6     Amend Bylaw -- Call Special Meetings      Against   For        Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

Liberty Global Inc.

Ticker:       LBTYA          Security ID:  530555101
Meeting Date: JUN 12, 2008   Meeting Type: Annual
Record Date:  APR 18, 2008

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


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

Liberty Media Corporation

Ticker:       LINTA          Security ID:  53071M104
Meeting Date: OCT 23, 2007   Meeting Type: Special
Record Date:  SEP 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Create Tracking Stock                     For       For        Management
2     Approve Dual Class Stock Recapitalization For       For        Management
3     Convert Common Stock into Tracking Stock  For       For        Management
4     Approve Sale of Company Assets            For       For        Management


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

Loews Corp.

Ticker:       L              Security ID:  540424207
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ann E. Berman              For       For        Management
2     Elect Director Joseph L. Bower            For       For        Management
3     Elect Director Charles M. Diker           For       For        Management
4     Elect Director Paul J. Fribourg           For       For        Management
5     Elect Director Walter L. Harris           For       For        Management
6     Elect Director Philip A. Laskawy          For       For        Management
7     Elect Director Gloria R. Scott            For       For        Management
8     Elect Director Andrew H. Tisch            For       For        Management
9     Elect Director James S. Tisch             For       For        Management
10    Elect Director Jonathan M. Tisch          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Provide for Cumulative Voting             Against   Against    Shareholder
13    Pay For Superior Performance              Against   For        Shareholder
14    Adopt Principles for Health Care Reform   Against   Abstain    Shareholder
15    Amend Tobacco Marketing Strategies        Against   Abstain    Shareholder


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

Lubrizol Corp., The

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

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


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

MEDCO Health Solutions Inc

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John L. Cassis             For       For        Management
1.2   Elect Director Michael Goldstein          For       For        Management
1.3   Elect Director Blenda J. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

Medicines Company (The)

Ticker:       MDCO           Security ID:  584688105
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Hugin            For       For        Management
1.2   Elect Director Clive A. Meanwell          For       For        Management
1.3   Elect Director Elizabeth H.S. Wyatt       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Microsoft Corp.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 13, 2007   Meeting Type: Annual
Record Date:  SEP 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash, Jr.         For       For        Management
1.4   Elect Director Dina Dublon                For       For        Management
1.5   Elect Director Raymond V. Gilmartin       For       For        Management
1.6   Elect Director Reed Hastings              For       For        Management
1.7   Elect Director David F. Marquardt         For       For        Management
1.8   Elect Director Charles H. Noski           For       For        Management
1.9   Elect Director Helmut Panke               For       For        Management
1.10  Elect Director Jon A. Shirley             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Policies to Protect Freedom of      Against   Abstain    Shareholder
      Access to the Internet
4     Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

Mylan Inc.

Ticker:       MYL            Security ID:  628530107
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Milan Puskar               For       For        Management
1.2   Elect Director Robert J. Coury            For       For        Management
1.3   Elect Director Wendy Cameron              For       Withhold   Management
1.4   Elect Director Neil Dimick                For       For        Management
1.5   Elect Director Douglas J. Leech           For       For        Management
1.6   Elect Director Joseph C. Maroon           For       Withhold   Management
1.7   Elect Director N. Prasad                  For       Withhold   Management
1.8   Elect Director Rodney L. Piatt            For       Withhold   Management
1.9   Elect Director C.B. Todd                  For       For        Management
1.10  Elect Director Randall L. Vanderveen      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

National Financial Partners Corp.

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

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


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

Novartis AG

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

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


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

Novell, Inc.

Ticker:       NOVL           Security ID:  670006105
Meeting Date: APR 9, 2008    Meeting Type: Annual
Record Date:  FEB 20, 2008

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


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

Novell, Inc.

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

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


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

Office Depot, Inc.

Ticker:       ODP            Security ID:  676220106
Meeting Date: APR 23, 2008   Meeting Type: Proxy Contest
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lee A. Ault, III           For       Withhold   Management
1.2   Elect Director Neil R. Austrian           For       For        Management
1.3   Elect Director David W. Bernauer          For       Withhold   Management
1.4   Elect Director Abelardo E. Bru            For       Withhold   Management
1.5   Elect Director Marsha J. Evans            For       Withhold   Management
1.6   Elect Director David I. Fuente            For       For        Management
1.7   Elect Director Brenda J. Gaines           For       For        Management
1.8   Elect Director Myra M. Hart               For       For        Management
1.9   Elect Director W. Scott Hedrick           For       Withhold   Management
1.10  Elect Director Kathleen Mason             For       For        Management
1.11  Elect Director Michael J. Myers           For       For        Management
1.12  Elect Director Steve Odland               For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
1.1   Elect Director Mark Begelman              For       None       Shareholder
1.2   Elect Director Martin E. Hanaka           For       None       Shareholder
1.3   Management Nominee - Lee A. Ault, III     For       None       Shareholder
1.4   Management Nominee - Neil R. Austrian     For       None       Shareholder
1.5   Management Nominee - David W. Bernauer    For       None       Shareholder
1.6   Management Nominee - Abelardo E. Bru      For       None       Shareholder
1.7   Management Nominee - Marsha J. Evans      For       None       Shareholder
1.8   Management Nominee - Brenda J. Gaines     For       None       Shareholder
1.9   Management Nominee - Myra M. Hart         For       None       Shareholder
1.10  Management Nominee - W. Scott Hedrick     For       None       Shareholder
1.11  Management Nominee - Kathleen Mason       For       None       Shareholder
1.12  Management Nominee - Michael J. Myers     For       None       Shareholder
2     Approve Executive Incentive Bonus Plan    Against   None       Management
3     Ratify Auditors                           For       None       Management


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

OfficeMax Incorporated

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

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


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

Orbital Sciences Corp.

Ticker:       ORB            Security ID:  685564106
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Hermann          For       For        Management
1.2   Elect Director Janice I. Obuchowski       For       For        Management
1.3   Elect Director Frank L. Salizzoni         For       For        Management
1.4   Elect Director David W. Thompson          For       For        Management
2     Ratify Auditors                           For       For        Management


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

Orexigen Therapeutics Inc

Ticker:       OREX           Security ID:  686164104
Meeting Date: JUN 10, 2008   Meeting Type: Annual
Record Date:  APR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eckard Weber, M.D.         For       For        Management
1.2   Elect Director Gary D. Tollefson, M.D.,   For       For        Management
      Ph.D.
2     Ratify Auditors                           For       For        Management


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

Petroleo Brasileiro

Ticker:                      Security ID:  71654V408
Meeting Date: APR 4, 2008    Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     MANAGEMENT REPORT AND FINANCIAL           For       For        Management
      STATEMENTS, TOGETHER WITH THE AUDIT
      COMMITTEE S REPORT FOR THE FISCAL YEAR
      ENDING ON DECEMBER 31, 2007.
2     2008 FISCAL YEAR CAPITAL BUDGET.          For       For        Management
3     2007 FISCAL YEAR RESULT APPROPRIATION.    For       For        Management
4     ELECTION OF THE MEMBERS OF THE BOARD OF   For       For        Management
      DIRECTORS.
5     ELECTION OF THE PRESIDENT OF THE BOARD OF For       For        Management
      DIRECTORS.
6     ELECTION OF THE MEMBERS OF THE AUDIT      For       For        Management
      COMMITTEE AND THEIR RESPECTIVE
      SUBSTITUTES.
7     DETERMINATION OF THE MANAGERS  WAGES,     For       For        Management
      INCLUDING THEIR PROFIT PARTICIPATION,
      PURSUANT TO ARTICLES 41 AND 56 OF THE
      ARTICLES OF INCORPORATION, AS WELL AS
      THAT OF THE FULL MEMBERS OF THE AUDIT
      COMMITTEE.
8     CAPITAL STOCK INCREASE VIA THE            For       For        Management
      INCORPORATION OF PART OF THE CAPITAL
      RESERVES AND OF PROFIT RESERVES, FOR A
      TOTAL OF R$26,323 MILLION, INCREASING THE
      CAPITAL STOCK FROM R$52,644 MILLION TO
      R$78,967 MILLION.


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

Petroleo Brasileiro

Ticker:                      Security ID:  71654V408
Meeting Date: JUN 9, 2008    Meeting Type: Special
Record Date:  MAY 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE DISPOSAL OF THE CONTROL OF For       For        Management
      THE SUBSIDIARY OF PETROBRAS, DAPEAN
      PARTICIPACOES S.A., BY MEANS OF THE
      MERGER INTO THIS COMPANY OF FASCIATUS
      PARTICIPACOES S.A., A TRANSACTION
      INSERTED IN THE SPHERE OF THE INVESTMENT
      AGREEMENT.


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

Petroleo Brasileiro

Ticker:                      Security ID:  BRPETRACNPR6
Meeting Date: JUN 9, 2008    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Sale of Controlling Stake in      For       For        Management
      Petrobras Dapean Participacoes SA to
      Fasciatus Participacoes SA, in Accordance
      with the Investment Agreement Signed
      Between the Company, Petroquisa, and
      Unipar, to Create a New Petrochemical
      Company


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

Petroleo Brasileiro

Ticker:                      Security ID:  71654V408
Meeting Date: MAR 24, 2008   Meeting Type: Special
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   APPROVAL OF THE INCORPORATION PROTOCOL    For       For        Management
      AND JUSTIFICATION SIGNED BY PETROBRAS, AS
      THE SURVIVING COMPANY, AND BY PRAMOA
      PARTICIPACOES S.A., AS THE ACQUIRED
      COMPANY.
1.2   APPROVAL OF THE APPOINTMENT OF A          For       For        Management
      SPECIALIZED COMPANY TO EVALUATE AND
      APPROVE THE RESPECTIVE ASSESSMENT REPORT
      ELABORATED FOR THE PRAMOA PARTICIPACOES
      S.A. INCORPORATION OPERATION.
2.1   APPROVAL OF THE INCORPORATION PROTOCOL    For       For        Management
      AND JUSTIFICATION, SIGNED BY PETROBRAS,
      AS THE SURVIVING COMPANY, AND BY UPB
      S.A., AS THE ACQUIRED COMPANY.
2.2   APPROVAL OF THE APPOINTMENT OF A          For       For        Management
      SPECIALIZED COMPANY TO EVALUATE AND
      APPROVE THE RESPECTIVE ASSESSMENT REPORT
      ELABORATED FOR THE UPB S.A. INCORPORATION
      OPERATION.
3     SPLIT OF THE SHARES THAT REPRESENT THE    For       For        Management
      CAPITAL STOCK.


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

Petroleo Brasileiro

Ticker:                      Security ID:  BRPETRACNPR6
Meeting Date: MAR 24, 2008   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition of Pramoa             For       For        Management
      Participacoes SA
2     Approve Acquisition of UPB Participacoes  For       For        Management
      SA
3     Approve 1:2 Stock Split and Amend Article For       For        Management
      4 Accordingly


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

Petroleo Brasileiro

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

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


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

Petroleo Brasileiro

Ticker:                      Security ID:  BRPETRACNPR6
Meeting Date: APR 4, 2008    Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended Dec. 31,
      2007
2     Approve Capital Budget for Upcoming       For       For        Management
      Fiscal Year
3     Approve Allocation of Income and          For       For        Management
      Dividends
4     Elect Directors                           For       For        Management
5     Elect Chairman of the Board of Directors  For       For        Management
6     Elect Principal and Alternate Fiscal      For       For        Management
      Council Members
7     Approve Remuneration of Executive         For       For        Management
      Officers and Non-Executive Directors, as
      Well as the Remuneration for Fiscal
      Council Members
8     Authorize Capitalization of Reserves      For       For        Management
      Without Issuing New Shares and Amend
      Article 4 Accordingly


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

Schering-Plough Corp.

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

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


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

Siemens AG

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

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


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

SINOMEM TECHNOLOGY LTD

Ticker:                      Security ID:  SG1O04910871
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Adopt Financial Statements and Directors' For       For        Management
      and Auditors' Reports
2     Reelect Teng Cheong Kwee as Director      For       Against    Management
3     Reelect Hee Theng Fong as Director        For       Against    Management
4     Reelect Kong Tai as Director              For       Against    Management
5     Approve Directors' Fees of SGD 130,000    For       For        Management
      for the Year Ended Dec. 31, 2007 (2006:
      SGD 125,000)
6     Reappoint Deloitte & Touche as Auditors   For   For        Management
      and Authorize Board to Fix Their
      Remuneration
7     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights
8     Approve Issuance of Shares and Grant of   For       Against    Management
      Options Pursuant to the Sinomem
      Employees' Share Option Scheme


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

Skilled Healthcare Group, Inc.

Ticker:       SKH            Security ID:  83066R107
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Glenn S. Schafer           For       For        Management
1.2   Elect Director William C. Scott           For       Withhold   Management
1.3   Elect Director M. Bernard Puckett         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Sprint Nextel Corp

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

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


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

Synopsys, Inc.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: APR 21, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aart J. De Geus            For       For        Management
1.2   Elect Director Chi-Foon Chan              For       For        Management
1.3   Elect Director Alfred Castino             For       For        Management
1.4   Elect Director Bruce R. Chizen            For       For        Management
1.5   Elect Director Deborah A. Coleman         For       For        Management
1.6   Elect Director John Schwarz               For       For        Management
1.7   Elect Director Sasson Somekh              For       For        Management
1.8   Elect Director Roy Valley                 For       For        Management
1.9   Elect Director Steven C. Walske           For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

Take-Two Interactive Software, Inc.

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

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


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

Texas Industries, Inc.

Ticker:       TXI            Security ID:  882491103
Meeting Date: OCT 16, 2007   Meeting Type: Annual
Record Date:  AUG 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mel G. Brekhus            For       Withhold   Management
1.2   Elect  Director Robert D. Rogers          For       Withhold   Management
1.3   Elect  Director Ronald G. Steinhart       For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Prepare Sustainability Report             Against   Abstain    Shareholder


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

Texas Instruments Inc.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James R. Adams             For       For        Management
2     Elect Director David L. Boren             For       For        Management
3     Elect Director Daniel A. Carp             For       For        Management
4     Elect Director Carrie S. Cox              For       For        Management
5     Elect Director David R. Goode             For       For        Management
6     Elect Director Pamela H. Patsley          For       For        Management
7     Elect Director Wayne R. Sanders           For       For        Management
8     Elect Director Ruth J. Simmons            For       For        Management
9     Elect Director Richard K. Templeton       For       For        Management
10    Elect Director Christine Todd Whitman     For       For        Management
11    Ratify Auditors                           For       For        Management
12    Require Director Nominee Qualifications   Against   Against    Shareholder


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

Theravance, Inc.

Ticker:       THRX           Security ID:  88338T104
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P. Roy Vagelos, M.D.      For       For        Management
1.2   Elect  Director Rick E. Winningham        For       For        Management
1.3   Elect  Director Jeffrey M. Drazan         For       For        Management
1.4   Elect  Director Robert V. Gunderson, Jr.  For       Withhold   Management
1.5   Elect  Director Arnold J. Levine, Ph.D.   For       For        Management
1.6   Elect  Director B.G. Malkiel, Ph.D.       For       For        Management
1.7   Elect  Director William H. Waltrip        For       For        Management
1.8   Elect  Director G.M. Whitesides, Ph.D.    For       For        Management
1.9   Elect  Director William D. Young          For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

UBS AG

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

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


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

UBS AG

Ticker:                      Security ID:  CH0024899483
Meeting Date: FEB 27, 2008   Meeting Type: Special
Record Date:  FEB 13, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1a    Receive Information on Effects of US      None      Did Not    Management
      Sub-Prime Mortgage Crisis (Non-Voting)              Vote
1b    Authorize Special Audit to Investigate    Against   Did Not    Shareholder
      Internal Controls and Other Questions               Vote
      Related to US Sub-Prime Mortgage Crisis
2     Approve Creation of CHF 10.4 Million Pool For       Did Not    Management
      of Capital with Preemptive Rights for               Vote
      Purpose of Stock Dividend
3a    Approve Creation of CHF 27.8 Million Pool For       Did Not    Management
      of Capital without Preemptive Rights to             Vote
      Guarantee Conversion Rights for Mandatory
      Convertible Bonds
3b    Approve Creation of CHF 52 Million Pool   Against   Did Not    Shareholder
      of Capital with Preemptive Rights                   Vote


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

United Technologies Corp.

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

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


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

Vanda Pharmaceuticals Inc

Ticker:       VNDA           Security ID:  921659108
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mr. Richard W. Dugan       For       For        Management
1.2   Elect Director Dr. Brian K. Halak         For       For        Management
2     Ratify Auditors                           For       For        Management


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

Vulcan Materials Co.

Ticker:       VMC            Security ID:  929160109
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald M. James            For       For        Management
1.2   Elect Director Ann McLaughlin Korologos   For       For        Management
1.3   Elect Director Philip J. Carroll, Jr.     For       Withhold   Management
1.4   Elect Director Orin R. Smith              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt the Legacy Vulcan Corp. Restated    For       For        Management
      Certificate of Incorporation


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

Wellpoint Inc

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

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


                                                              SIGNATURES

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

(Registrant):                       Oppenheimer Balanced Fund

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

Date:    August 15, 2008

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