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:                                    811-2306

Exact name of registrant as specified in charter:                      Oppenheimer Growth 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:                                               8/31

Date of reporting period:                                              07/01/2006-06/30/2007

Item 1.           Proxy Voting Record


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

ICA File Number: 811-02306
Reporting Period: 07/01/2006 - 06/30/2007
Oppenheimer Growth Fund









=========================== OPPENHEIMER GROWTH FUND ============================


ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 5, 2007    Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert K. Burgess          For       For        Management
1.2   Elect Director Carol Mills                For       For        Management
1.3   Elect Director Colleen M. Pouliot         For       For        Management
1.4   Elect Director Robert Sedgewick           For       For        Management
1.5   Elect Director John E. Warnock            For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Stock Retention/Holding Period            Against   Against    Shareholder
4     Ratify Auditors                           For       For        Management


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ALLIANCE DATA SYSTEMS CORP.

Ticker:       ADS            Security ID:  018581108
Meeting Date: JUN 6, 2007    Meeting Type: Annual
Record Date:  APR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence M. Benveniste,    For       For        Management
      Ph.D.
1.2   Elect Director D. Keith Cobb              For       For        Management
1.3   Elect Director Kenneth R. Jensen          For       For        Management
2     Ratify Auditors                           For       For        Management


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marshall A. Cohen          For       For        Management
1.2   Elect Director Martin S. Feldstein        For       For        Management
1.3   Elect Director Ellen V. Futter            For       For        Management
1.4   Elect Director Stephen L. Hammerman       For       For        Management
1.5   Elect Director Richard C. Holbrooke       For       For        Management
1.6   Elect Director Fred H. Langhammer         For       For        Management
1.7   Elect Director George L. Miles, Jr.       For       For        Management
1.8   Elect Director Morris W. Offit            For       For        Management
1.9   Elect Director James F. Orr, III          For       For        Management
1.10  Elect Director Virginia M. Rometty        For       For        Management
1.11  Elect Director Martin J. Sullivan         For       For        Management
1.12  Elect Director Michael H. Sutton          For       For        Management
1.13  Elect Director Edmund S.W. Tse            For       For        Management
1.14  Elect Director Robert B. Willumstad       For       For        Management
1.15  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards


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APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Eugene C. Fiedorek         For       For        Management
2     Elect Director Patricia Albjerg Graham    For       For        Management
3     Elect Director F. H. Merelli              For       For        Management
4     Elect Director Raymond Plank              For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management
6     Company-Specific --Reimbursement of Proxy Against   Against    Shareholder
      Expenses


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APPLE, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William V. Campbell        For       For        Management
1.2   Elect Director Millard S. Drexler         For       For        Management
1.3   Elect Director Albert A. Gore, Jr.        For       For        Management
1.4   Elect Director Steven P. Jobs             For       For        Management
1.5   Elect Director Arthur D. Levinson, Ph.D.  For       For        Management
1.6   Elect Director Eric E. Schmidt, Ph.D.     For       For        Management
1.7   Elect Director Jerome B. York             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management
6     Compensation Specific--Option Dating      Against   For        Shareholder
      Policy
7     Pay For Superior Performance              Against   For        Shareholder
8     Report on Feasibility of Adopting a Toxic Against   Abstain    Shareholder
      Chemical Elimination Policy
9     Stock Retention/Holding Period            Against   Against    Shareholder
10    Report on Computer Recycling Policy       Against   Abstain    Shareholder
11    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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AQUANTIVE, INC.

Ticker:       AQNT           Security ID:  03839G105
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda J. Srere             For       For        Management
1.2   Elect Director Jaynie M. Studenmund       For       For        Management
2     Ratify Auditors                           For       For        Management


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ASML HOLDING NV (FORMERLY ASM LITHOGRAPHY HLDG)

Ticker:       ASML           Security ID:  N07059111
Meeting Date: MAR 28, 2007   Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DISCUSSION OF THE ANNUAL REPORT 2006 AND  For       Did Not    Management
      ADOPTION OF THE FINANCIAL STATEMENTS FOR            Vote
      THE FINANCIAL YEAR ( FY ) 2006, AS
      PREPARED IN ACCORDANCE WITH DUTCH LAW.
2     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       Did Not    Management
      MANAGEMENT ( BOM ) FROM LIABILITY FOR               Vote
      THEIR RESPONSIBILITIES IN THE FY 2006.
3     DISCHARGE OF THE MEMBERS OF THE           For       Did Not    Management
      SUPERVISORY BOARD ( SB ) FROM LIABILITY             Vote
      FOR THEIR RESPONSIBILITIES IN THE FY
      2006.
4     PROPOSAL TO AMEND THE ARTICLES OF         For       Did Not    Management
      ASSOCIATION OF THE COMPANY.                         Vote
5     APPROVAL OF THE NUMBER OF PERFORMANCE     For       Did Not    Management
      STOCK AVAILABLE FOR THE BOM AND                     Vote
      AUTHORIZATION OF THE BOM TO ISSUE THE
      PERFORMANCE STOCK.
6     APPROVAL OF THE NUMBER OF PERFORMANCE     For       Did Not    Management
      STOCK OPTIONS AVAILABLE FOR THE BOM AND             Vote
      AUTHORIZATION OF THE BOM TO ISSUE THE
      PERFORMANCE STOCK OPTIONS.
7     APPROVAL OF THE NUMBER OF SHARES, EITHER  For       Did Not    Management
      IN STOCK OR STOCK OPTIONS, AVAILABLE FOR            Vote
      ASML EMPLOYEES AND AUTHORIZATION OF THE
      BOM TO ISSUE THE STOCK OR STOCK OPTIONS.
8     NOMINATION FOR APPOINTMENT OF MR. W. T.   For       Did Not    Management
      SIEGLE AS MEMBER OF THE SB.                         Vote
9     REMUNERATION OF THE SB.                   For       Did Not    Management
                                                          Vote
10    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS TO ISSUE (RIGHTS TO             Vote
      SUBSCRIBE FOR) SHARES IN THE CAPITAL OF
      THE COMPANY, LIMITED TO 5% OF THE ISSUED
      CAPITAL AT THE TIME OF THE AUTHORIZATION.
11    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS TO RESTRICT OR                  Vote
      EXCLUDE THE PRE-EMPTION RIGHTS ACCRUING
      TO SHAREHOLDERS IN CONNECTION WITH ITEM
      12A.
12    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS TO ISSUE (RIGHTS TO             Vote
      SUBSCRIBE FOR) SHARES IN THE CAPITAL OF
      THE COMPANY, FOR AN ADDITIONAL 5% OF THE
      ISSUED CAPITAL AT THE TIME OF THE
      AUTHORIZATION, WHICH 5% CAN ONLY BE USED
      IN CONNECTION WITH OR
13    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS TO RESTRICT OR                  Vote
      EXCLUDE THE PRE-EMPTION RIGHTS ACCRUING
      TO SHAREHOLDERS IN CONNECTION WITH ITEM
      12C.
14    PROPOSAL TO CANCEL ORDINARY SHARES IN THE For       Did Not    Management
      SHARE CAPITAL OF THE COMPANY (TO BE)                Vote
      REPURCHASED BY THE COMPANY.
15    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS TO ACQUIRE ORDINARY             Vote
      SHARES IN THE COMPANY S CAPITAL.
16    PROPOSAL TO CANCEL ADDITIONAL ORDINARY    For       Did Not    Management
      SHARES IN THE SHARE CAPITAL OF THE                  Vote
      COMPANY TO BE REPURCHASED BY THE COMPANY
      FOLLOWING THE CANCELLATION OF THE
      ORDINARY SHARES UNDER ITEM 13.
17    PROPOSAL TO CANCEL ADDITIONAL ORDINARY    For       Did Not    Management
      SHARES IN THE SHARE CAPITAL OF THE                  Vote
      COMPANY TO BE REPURCHASED BY THE COMPANY
      FOLLOWING THE CANCELLATION OF THE
      ORDINARY SHARES UNDER ITEM 15.


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BIOMARIN PHARMACEUTICAL INC.

Ticker:       BMRN           Security ID:  09061G101
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jean-Jacques Bienaime      For       For        Management
1.2   Elect Director Michael Grey               For       Withhold   Management
1.3   Elect Director Elaine J. Heron            For       For        Management
1.4   Elect Director Joseph Klein, III          For       For        Management
1.5   Elect Director Pierre Lapalme             For       For        Management
1.6   Elect Director V. Bryan Lawlis            For       For        Management
1.7   Elect Director Alan J. Lewis              For       For        Management
1.8   Elect Director Richard A. Meier           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George L. Farinsky         For       For        Management
1.2   Elect Director Maureen E. Grzelakowski    For       Withhold   Management
1.3   Elect Director Nancy H. Handel            For       For        Management
1.4   Elect Director John Major                 For       Withhold   Management
1.5   Elect Director Scott A. McGregor          For       For        Management
1.6   Elect Director Alan E. Ross               For       Withhold   Management
1.7   Elect Director Henry Samueli, Ph.D.       For       Withhold   Management
1.8   Elect Director Robert E. Switz            For       For        Management
1.9   Elect Director Werner F. Wolfen           For       Withhold   Management
2     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management
5     Ratify Auditors                           For       For        Management
6     Compensation Specific-Adopt Policy        Against   Against    Shareholder
      Concerning Backdating Controversy


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C. R. BARD, INC.

Ticker:       BCR            Security ID:  067383109
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Theodore E. Martin         For       For        Management
1.2   Elect Director Anthony Welters            For       For        Management
1.3   Elect Director Tony L. White              For       For        Management
2     Ratify Auditors                           For       For        Management


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CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  APR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sol J. Barer               For       For        Management
1.2   Elect Director Robert J. Hugin            For       For        Management
1.3   Elect Director Michael D. Casey           For       For        Management
1.4   Elect Director Rodman L. Drake            For       For        Management
1.5   Elect Director A. Hull Hayes, Jr.         For       For        Management
1.6   Elect Director Gilla Kaplan               For       For        Management
1.7   Elect Director James J. Loughlin          For       For        Management
1.8   Elect Director Richard C. E. Morgan       For       For        Management
1.9   Elect Director Walter L. Robb             For       For        Management
2     Ratify Auditors                           For       For        Management


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CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker:       CME            Security ID:  167760107
Meeting Date: APR 4, 2007    Meeting Type: Special
Record Date:  FEB 9, 2007

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


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CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker:       CME            Security ID:  167760107
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig S. Donohue           For       For        Management
1.2   Elect Director Terrence A. Duffy          For       For        Management
1.3   Elect Director Daniel R. Glickman         For       For        Management
1.4   Elect Director William P. Miller, II      For       For        Management
1.5   Elect Director James E. Oliff             For       For        Management
1.6   Elect Director John F. Sandner            For       For        Management
1.7   Elect Director Terry L. Savage            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2006   Meeting Type: Annual
Record Date:  SEP 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director M. Michele Burns           For       For        Management
1.3   Elect Director Michael D. Capellas        For       For        Management
1.4   Elect Director Larry R. Carter            For       For        Management
1.5   Elect Director John T. Chambers           For       For        Management
1.6   Elect Director Dr. John L. Hennessy       For       For        Management
1.7   Elect Director Richard M. Kovacevich      For       For        Management
1.8   Elect Director Roderick C. McGeary        For       For        Management
1.9   Elect Director Steven M. West             For       For        Management
1.10  Elect Director Jerry Yang                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
4     Report on Pay Disparity                   Against   Against    Shareholder
5     Report on Internet Fragmentation          Against   Abstain    Shareholder


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COGNIZANT TECHNOLOGY SOLUTIONS CORP.

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lakshmi Narayanan          For       For        Management
1.2   Elect Director John E. Klein              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John T. Cahill             For       For        Management
2     Elect Director Jill K. Conway             For       For        Management
3     Elect Director Ellen M. Hancock           For       For        Management
4     Elect Director David W. Johnson           For       For        Management
5     Elect Director Richard J. Kogan           For       For        Management
6     Elect Director Delano E. Lewis            For       For        Management
7     Elect Director Reuben Mark                For       For        Management
8     Elect Director J. Pedro Reinhard          For       For        Management
9     Ratify Auditors                           For       For        Management
10    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
11    Pay for Superior Performance              Against   For        Shareholder


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COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. Decker Anstrom          For       For        Management
1.2   Elect Director Kenneth J. Bacon           For       For        Management
1.3   Elect Director Sheldon M. Bonovitz        For       For        Management
1.4   Elect Director Edward D. Breen            For       For        Management
1.5   Elect Director Julian A. Brodsky          For       For        Management
1.6   Elect Director Joseph J. Collins          For       For        Management
1.7   Elect Director J. Michael Cook            For       For        Management
1.8   Elect Director Jeffrey A. Honickman       For       For        Management
1.9   Elect Director Brian L. Roberts           For       For        Management
1.10  Elect Director Ralph J. Roberts           For       For        Management
1.11  Elect Director Judith Rodin               For       For        Management
1.12  Elect Director Michael I. Sovern          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder
5     Prepare Sustainability Report             Against   Abstain    Shareholder
6     Company-Specific -- Adopt                 Against   For        Shareholder
      Recapitalization Plan
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
8     Report on Pay Disparity                   Against   Against    Shareholder
9     Report on Political Contributions         Against   Abstain    Shareholder


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CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert F. Cummings, Jr.    For       For        Management
1.2   Elect Director Eugene C. Sit              For       For        Management
1.3   Elect Director William D. Smithburg       For       For        Management
1.4   Elect Director Hansel E. Tookes Ii        For       For        Management
1.5   Elect Director Wendell P. Weeks           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   Against    Shareholder


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EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 14, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Philippe Bourguignon       For       For        Management
1.2   Elect Director Thomas J. Tierney          For       For        Management
1.3   Elect Director Margaret C. Whitman        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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ELECTRONIC ARTS INC.

Ticker:       ERTS           Security ID:  285512109
Meeting Date: JUL 27, 2006   Meeting Type: Annual
Record Date:  JUN 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M. Richard Asher           For       For        Management
1.2   Elect Director Leonard S. Coleman         For       For        Management
1.3   Elect Director Gary M. Kusin              For       For        Management
1.4   Elect Director Gregory B. Maffei          For       For        Management
1.5   Elect Director Timothy Mott               For       Withhold   Management
1.6   Elect Director Vivek Paul                 For       For        Management
1.7   Elect Director Lawrence F. Probst, III    For       For        Management
1.8   Elect Director Richard A. Simonson        For       For        Management
1.9   Elect Director Linda J. Srere             For       For        Management
2     Approve Repricing of Options              For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael W. Brown           For       For        Management
1.2   Elect Director John R. Egan               For       For        Management
1.3   Elect Director David N. Strohm            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Declassify the Board of Directors         For       For        Management
6     Limit Composition of Committee(s) to      Against   Against    Shareholder
      Independent Directors
7     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
8     Company Specific-Adopt Simple Majority    Against   For        Shareholder
      Vote
9     Pay For Superior Performance              Against   Against    Shareholder


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F5 NETWORKS, INC.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: MAR 22, 2007   Meeting Type: Annual
Record Date:  JAN 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Deborah L. Bevier          For       For        Management
1.2   Elect Director Alan J. Higginson          For       For        Management
1.3   Elect Director John Mcadam                For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Pay For Superior Performance              Against   For        Shareholder


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FASTENAL CO.

Ticker:       FAST           Security ID:  311900104
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Kierlin          For       Withhold   Management
1.2   Elect Director Stephen M. Slaggie         For       Withhold   Management
1.3   Elect Director Michael M. Gostomski       For       For        Management
1.4   Elect Director Hugh L. Miller             For       For        Management
1.5   Elect Director Henry K. McConnon          For       For        Management
1.6   Elect Director Robert A. Hansen           For       For        Management
1.7   Elect Director Willard D. Oberton         For       Withhold   Management
1.8   Elect Director Michael J. Dolan           For       For        Management
1.9   Elect Director Reyne K. Wisecup           For       Withhold   Management
2     Amend Stock Option Plan                   For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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FISHER SCIENTIFIC INTERNATIONAL INC.

Ticker:       FSH            Security ID:  338032204
Meeting Date: AUG 30, 2006   Meeting Type: Special
Record Date:  JUL 24, 2006

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


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GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 20, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Herbert W. Boyer, Ph.D.    For       Withhold   Management
1.2   Elect Director William M. Burns           For       Withhold   Management
1.3   Elect Director Erich Hunziker, Ph.D.      For       Withhold   Management
1.4   Elect Director Jonathan K.C. Knowles,     For       Withhold   Management
      Ph.D.
1.5   Elect Director Arthur D. Levinson, Ph.D.  For       Withhold   Management
1.6   Elect Director Debra L. Reed              For       For        Management
1.7   Elect Director Charles A. Sanders, M.D.   For       For        Management
2     Ratify Auditors                           For       For        Management


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GENERAL DYNAMICS CORP.

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Nicholas D. Chabraja       For       For        Management
2     Elect Director James S. Crown             For       For        Management
3     Elect Director William P. Fricks          For       For        Management
4     Elect Director Charles H. Goodman         For       For        Management
5     Elect Director Jay L. Johnson             For       For        Management
6     Elect Director George A. Joulwan          For       For        Management
7     Elect Director Paul G. Kaminski           For       For        Management
8     Elect Director John M. Keane              For       For        Management
9     Elect Director Deborah J. Lucas           For       For        Management
10    Elect Director Lester L. Lyles            For       For        Management
11    Elect Director Carl E. Mundy, Jr.         For       For        Management
12    Elect Director Robert Walmsley            For       For        Management
13    Ratify Auditors                           For       For        Management
14    Pay For Superior Performance              Against   For        Shareholder
15    Performance-Based and/or Equity Based     Against   For        Shareholder
      Awards


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GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas A. Berthiaume      For       For        Management
1.2   Elect Director Gail K. Boudreaux          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Company Specific--Adopt Majority Voting   For       For        Management
6     Ratify Auditors                           For       For        Management
7     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Berg                  For       For        Management
1.2   Elect Director John F. Cogan              For       For        Management
1.3   Elect Director Etienne F. Davignon        For       For        Management
1.4   Elect Director James M. Denny             For       For        Management
1.5   Elect Director Carla A. Hills             For       For        Management
1.6   Elect Director John W. Madigan            For       For        Management
1.7   Elect Director John C. Martin             For       For        Management
1.8   Elect Director Gordon E. Moore            For       For        Management
1.9   Elect Director Nicholas Moore             For       For        Management
1.10  Elect Director Gayle E. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  JAN 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lloyd C. Blankfein         For       For        Management
2     Elect Director Lord Browne of Madingley   For       For        Management
3     Elect Director John H. Bryan              For       For        Management
4     Elect Director Gary D. Cohn               For       For        Management
5     Elect Director Claes Dahlback             For       For        Management
6     Elect Director Stephen Friedman           For       For        Management
7     Elect Director William W. George          For       For        Management
8     Elect Director Rajat K. Gupta             For       For        Management
9     Elect Director James A. Johnson           For       For        Management
10    Elect Director Lois D. Juliber            For       For        Management
11    Elect Director Edward M. Liddy            For       For        Management
12    Elect Director Ruth J. Simmons            For       For        Management
13    Elect Director Jon Winkelried             For       For        Management
14    Ratify Auditors                           For       For        Management
15    Report on Charitable Contributions        Against   Abstain    Shareholder
16    Sustainability Report                     Against   Abstain    Shareholder
17    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder


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

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 22, 2007

#     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     Approve Executive Incentive Bonus Plan    For       For        Management
5     Adopt Policies to Protect Freedom of      Against   Abstain    Shareholder
      Access to the Internet


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

HARMAN INTERNATIONAL INDUSTRIES, INC.

Ticker:       HAR            Security ID:  413086109
Meeting Date: NOV 2, 2006    Meeting Type: Annual
Record Date:  SEP 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward H. Meyer            For       For        Management
1.2   Elect Director Gina Harman                For       For        Management


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

INTERNATIONAL RECTIFIER CORP.

Ticker:       IRF            Security ID:  460254105
Meeting Date: NOV 20, 2006   Meeting Type: Annual
Record Date:  SEP 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James D. Plummer           For       For        Management
1.2   Elect Director Robert S. Attiyeh          For       For        Management
1.3   Elect Director Philip M. Neches           For       For        Management
2     Ratify Auditors                           For       For        Management


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

J. C. PENNEY CO., INC (HLDG CO)

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Colleen C. Barrett         For       For        Management
1.2   Elect Director M. Anthony Burns           For       For        Management
1.3   Elect Director Maxine K. Clark            For       For        Management
1.4   Elect Director Anne Marie Tallman         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven A. Burd             For       Did Not    Management
                                                          Vote
1.2   Elect Director Wayne Embry                For       Did Not    Management
                                                          Vote
1.3   Elect Director James D. Ericson           For       Did Not    Management
                                                          Vote
1.4   Elect Director John F. Herma              For       Did Not    Management
                                                          Vote
1.5   Elect Director William S. Kellogg         For       Did Not    Management
                                                          Vote
1.6   Elect Director Kevin Mansell              For       Did Not    Management
                                                          Vote
1.7   Elect Director R. Lawrence Montgomery     For       Did Not    Management
                                                          Vote
1.8   Elect Director Frank V. Sica              For       Did Not    Management
                                                          Vote
1.9   Elect Director Peter M. Sommerhauser      For       Did Not    Management
                                                          Vote
1.10  Elect Director Stephen E. Watson          For       Did Not    Management
                                                          Vote
1.11  Elect Director R. Elton White             For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
4     Approve Executive Incentive Bonus Plan    For       Did Not    Management
                                                          Vote
5     Company Specific-Adopt Majority Vote for  For       Did Not    Management
      Election of Directors                               Vote
6     Require a Majority Vote for the Election  Against   Did Not    Shareholder
      of Directors                                        Vote


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

KROGER CO., THE

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 28, 2007   Meeting Type: Annual
Record Date:  APR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Reuben V. Anderson         For       For        Management
1.2   Elect Director John L. Clendenin          For       For        Management
1.3   Elect Director David B. Dillon            For       For        Management
1.4   Elect Director David B. Lewis             For       For        Management
1.5   Elect Director Don W. McGeorge            For       For        Management
1.6   Elect Director W. Rodney McMullen         For       For        Management
1.7   Elect Director Jorge P. Montoya           For       For        Management
1.8   Elect Director Clyde R. Moore             For       For        Management
1.9   Elect Director Susan M. Phillips          For       For        Management
1.10  Elect Director Steven R. Rogel            For       For        Management
1.11  Elect Director James A. Runde             For       For        Management
1.12  Elect Director Ronald L. Sargent          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Articles/Regulations--i)Rules of    For       For        Management
      Conduct in Connection with Shareholder
      Meetings and (ii) Meetings Outside
      Cincinnati
4     Ratify Auditors                           For       For        Management
5     Report on Climate Change                  Against   Abstain    Shareholder


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

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 18, 2006   Meeting Type: Annual
Record Date:  MAY 19, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carl Bildt                 For       For        Management
1.2   Elect Director John E. Koerner III        For       For        Management
1.3   Elect Director Cheryl Gordon Krongard     For       For        Management
1.4   Elect Director James E. Ukrop             For       For        Management
1.5   Elect Director W. Allen Reed              For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

MEDCO HEALTH SOLUTIONS INC

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard W. Barker, Jr.      For       For        Management
1.2   Elect Director David B. Snow, Jr.         For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

MEDICIS PHARMACEUTICAL CORP.

Ticker:       MRX            Security ID:  584690309
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonah Shacknai             For       For        Management
1.2   Elect Director Michael A. Pietrangelo     For       For        Management
1.3   Elect Director Lottie H. Shackelford      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 24, 2006   Meeting Type: Annual
Record Date:  JUN 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Anderson        For       For        Management
1.2   Elect Director Michael R. Bonsignore      For       For        Management
1.3   Elect Director Robert C. Pozen            For       For        Management
1.4   Elect Director Gordon M. Sprenger         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 17, 2007   Meeting Type: Annual
Record Date:  NOV 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank V. Atlee III        For       For        Management
1.2   Elect  Director Arthur H. Harper          For       For        Management
1.3   Elect  Director Gwendolyn S. King         For       For        Management
1.4   Elect  Director Sharon R. Long, Ph.D.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ben A. Guill               For       For        Management
1.2   Elect Director Roger L. Jarvis            For       For        Management
1.3   Elect Director Eric L. Mattson            For       For        Management
2     Ratify Auditors                           For       For        Management


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

NETWORK APPLIANCE, INC.

Ticker:       NTAP           Security ID:  64120L104
Meeting Date: AUG 31, 2006   Meeting Type: Annual
Record Date:  JUL 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Warmenhoven      For       For        Management
1.2   Elect Director Donald T. Valentine        For       For        Management
1.3   Elect Director Jeffry R. Allen            For       For        Management
1.4   Elect Director Carol A. Bartz             For       For        Management
1.5   Elect Director Alan L. Earhart            For       For        Management
1.6   Elect Director Edward Kozel               For       For        Management
1.7   Elect Director Mark Leslie                For       For        Management
1.8   Elect Director Nicholas G. Moore          For       For        Management
1.9   Elect Director George T. Shaheen          For       For        Management
1.10  Elect Director Robert T. Wall             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 18, 2006   Meeting Type: Annual
Record Date:  JUL 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jill K. Conway             For       For        Management
1.2   Elect Director Alan B. Graf, Jr.          For       For        Management
1.3   Elect Director Jeanne P. Jackson          For       For        Management
2     Report on Charitable Contributions        Against   Abstain    Shareholder
3     Ratify Auditors                           For       For        Management


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

NOVARTIS AG

Ticker:       NVS            Security ID:  66987V109
Meeting Date: MAR 6, 2007    Meeting Type: Annual
Record Date:  JAN 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, THE        For       Did Not    Management
      FINANCIAL STATEMENTS OF NOVARTIS AG AND             Vote
      THE GROUP CONSOLIDATED FINANCIAL
      STATEMENTS FOR THE YEAR 2006.
2     APPROVAL OF THE ACTIVITIES OF THE BOARD   For       Did Not    Management
      OF DIRECTORS                                        Vote
3     APPROPRIATION OF AVAILABLE EARNINGS OF    For       Did Not    Management
      NOVARTIS AG AS PER BALANCE SHEET AND                Vote
      DECLARATION OF DIVIDEND
4     ELECTION TO THE BOARD OF DIRECTORS:       For       Did Not    Management
      RE-ELECTION OF HANS-JOERG RUDLOFF FOR A             Vote
      THREE-YEAR TERM
5     ELECTION TO THE BOARD OF DIRECTORS:       For       Did Not    Management
      RE-ELECTION OF DR. DANIEL VASELLA FOR A             Vote
      THREE-YEAR TERM
6     ELECTION TO THE BOARD OF DIRECTORS:       For       Did Not    Management
      ELECTION OF NEW MEMBER MARJORIE M. YANG             Vote
      FOR A TERM OF OFFICE BEGINNING ON 1
      JANUARY 2008 AND ENDING ON THE DAY OF THE
      AGM IN 2010
7     Ratify Auditors                           For       Did Not    Management
                                                          Vote
8     VOTES REGARDING ADDITIONAL AND/OR         For       Did Not    Management
      COUNTER-PROPOSALS AT THE AGM OF NOVARTIS            Vote
      AG IF YOU GIVE NO INSTRUCTIONS ON AGENDA
      ITEM 6, YOUR VOTES WILL BE CAST IN
      ACCORDANCE WITH THE PROPOSALS OF THE
      BOARD OF DIRECTORS. MARKING THE BOX  FOR
      IS A VOTE FOR THE PROPOS


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

OCCIDENTAL PETROLEUM CORP.

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Spencer Abraham            For       Against    Management
2     Elect Director Ronald W. Burkle           For       For        Management
3     Elect Director John S. Chalsty            For       Against    Management
4     Elect Director Edward P. Djerejian        For       For        Management
5     Elect Director R. Chad Dreier             For       Against    Management
6     Elect Director John E. Feick              For       For        Management
7     Elect Director Ray R. Irani               For       For        Management
8     Elect Director Irvin W. Maloney           For       Against    Management
9     Elect Director Rodolfo Segovia            For       Against    Management
10    Elect Director Aziz D. Syriani            For       For        Management
11    Elect Director Rosemary Tomich            For       Against    Management
12    Elect Director Walter L. Weisman          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Omnibus Stock Plan                  For       Against    Management
15    Publish a Scientific Global Warming       Against   Abstain    Shareholder
      Report
16    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers Compensation
17    Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards


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

OSHKOSH TRUCK CORP.

Ticker:       OSK            Security ID:  688239201
Meeting Date: FEB 6, 2007    Meeting Type: Annual
Record Date:  DEC 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. William Andersen        For       For        Management
1.2   Elect Director Robert G. Bohn             For       For        Management
1.3   Elect Director Robert A. Cornog           For       For        Management
1.4   Elect Director Richard M. Donnelly        For       For        Management
1.5   Elect Director Donald V. Fites            For       For        Management
1.6   Elect Director Frederick M. Franks, Jr    For       For        Management
1.7   Elect Director Michael W. Grebe           For       For        Management
1.8   Elect Director Kathleen J. Hempel         For       For        Management
1.9   Elect Director Harvey N. Medvin           For       For        Management
1.10  Elect Director J. Peter Mosling, Jr.      For       For        Management
1.11  Elect Director Richard G. Sim             For       For        Management
2     Ratify Auditors                           For       For        Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dina Dublon                For       For        Management
2     Elect Director Victor J. Dzau, M.D.       For       For        Management
3     Elect Director Ray L. Hunt                For       For        Management
4     Elect Director Alberto Ibarguen           For       For        Management
5     Elect Director Arthur C. Martinez         For       For        Management
6     Elect Director Indra K. Nooyi             For       For        Management
7     Elect Director Sharon Percy Rockefeller   For       For        Management
8     Elect Director James J. Schiro            For       For        Management
9     Elect Director Daniel Vasella             For       For        Management
10    Elect Director Michael D. White           For       For        Management
11    Ratify Auditors                           For       For        Management
12    Approve Omnibus Stock Plan                For       For        Management
13    Report on Charitable Contributions        Against   Abstain    Shareholder


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

PHILLIPS-VAN HEUSEN CORP.

Ticker:       PVH            Security ID:  718592108
Meeting Date: JUN 19, 2007   Meeting Type: Annual
Record Date:  APR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Baglivo               For       For        Management
1.2   Elect Director Emanuel Chirico            For       For        Management
1.3   Elect Director Edward H. Cohen            For       For        Management
1.4   Elect Director Joseph B. Fuller           For       For        Management
1.5   Elect Director Margaret L. Jenkins        For       For        Management
1.6   Elect Director Bruce Maggin               For       For        Management
1.7   Elect Director V. James Marino            For       For        Management
1.8   Elect Director Henry Nasella              For       For        Management
1.9   Elect Director Rita M. Rodriguez          For       For        Management
1.10  Elect Director Craig Rydin                For       For        Management
2     Ratify Auditors                           For       For        Management


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

POLO RALPH LAUREN CORP.

Ticker:       RL             Security ID:  731572103
Meeting Date: AUG 10, 2006   Meeting Type: Annual
Record Date:  JUN 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank A. Bennack, Jr.      For       For        Management
1.2   Elect Director Joel L. Fleishman          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 10, 2006   Meeting Type: Annual
Record Date:  AUG 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Norman R. Augustine        For       For        Management
1.2   Elect Director A.G. Lafley                For       For        Management
1.3   Elect Director Johnathan A. Rodgers       For       For        Management
1.4   Elect Director John F. Smith, Jr.         For       For        Management
1.5   Elect Director Margaret C. Whitman        For       For        Management
2     Approve Decrease in Size of Board         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote


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

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 13, 2007   Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara T. Alexander       For       For        Management
1.2   Elect Director Raymond V. Dittamore       For       For        Management
1.3   Elect Director Irwin Mark Jacobs          For       For        Management
1.4   Elect Director Sherry Lansing             For       For        Management
1.5   Elect Director Peter M. Sacerdote         For       For        Management
1.6   Elect Director Marc I. Stern              For       For        Management
2     Ratify Auditors                           For       For        Management


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

QUANTA SERVICES, INC.

Ticker:       PWR            Security ID:  74762E102
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Ball              For       For        Management
1.2   Elect Director John R. Colson             For       For        Management
1.3   Elect Director Ralph R. Disibio           For       For        Management
1.4   Elect Director Bernard Fried              For       For        Management
1.5   Elect Director Louis C. Golm              For       For        Management
1.6   Elect Director Worthing F. Jackman        For       For        Management
1.7   Elect Director Bruce Ranck                For       For        Management
1.8   Elect Director Gary A. Tucci              For       For        Management
1.9   Elect Director John R. Wilson             For       For        Management
1.10  Elect Director Pat Wood, III              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 7, 2007    Meeting Type: Annual
Record Date:  DEC 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barry C. Johnson           For       For        Management
1.2   Elect Director William T. Mccormick Jr    For       For        Management
1.3   Elect Director Keith D. Nosbusch          For       For        Management
2     Ratify Auditors                           For       For        Management


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director P. Camus                   For       For        Management
1.2   Elect Director J.S. Gorelick              For       For        Management
1.3   Elect Director A. Gould                   For       For        Management
1.4   Elect Director T. Isaac                   For       For        Management
1.5   Elect Director N. Kudryavtsev             For       For        Management
1.6   Elect Director A. Lajous                  For       For        Management
1.7   Elect Director M.E. Marks                 For       For        Management
1.8   Elect Director D. Primat                  For       For        Management
1.9   Elect Director L.R. Reif                  For       For        Management
1.10  Elect Director T.I. Sandvold              For       For        Management
1.11  Elect Director N. Seydoux                 For       For        Management
1.12  Elect Director L.G. Stuntz                For       For        Management
1.13  Elect Director R. Talwar                  For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS.
3     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM.


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

SHIRE PLC (FORMERLY SHIRE PHARMACEUTICALS GROUP PLC)

Ticker:       SHPGY          Security ID:  82481R106
Meeting Date: APR 16, 2007   Meeting Type: Special
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE ACQUISITION BY THE COMPANY For       For        Management
      OF NEW RIVER  PHARMACEUTICALS, INC. AND
      APPROVE THE INCREASE IN THE BORROWING
      LIMITS OF THE COMPANY.


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

SHIRE PLC (FORMERLY SHIRE PHARMACEUTICALS GROUP PLC)

Ticker:                      Security ID:  G8125A103
Meeting Date: JUN 20, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Re-elect James Cavanaugh as Director      For       For        Management
3     Re-elect Barry Price as Director          For       For        Management
4     Elect Kathleen Nealon as Director         For       For        Management
5     Elect Jeffrey Leiden as Director          For       For        Management
6     Re-elect Matthew Emmens as Director       For       For        Management
7     Re-elect David Kappler as Director        For       For        Management
8     Re-elect Patrick Langlois as Director     For       For        Management
9     Reappoint Deloitte & Touche LLP as        For       For        Management
      Auditors of the Company
10    Authorise Audit Committee to Fix          For       For        Management
      Remuneration of Auditors
11    Approve Remuneration Report               For       For        Management
12    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 9,208,819
13    Subject to the Passing of Resolution 12,  For       For        Management
      Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 1,381,461
14    Authorise 55,258,441 Ordinary Shares for  For       For        Management
      Market Purchase
15    Authorise the Company to Make EU          For       For        Management
      Political Organisation Donations up to
      GBP 25,000 and to Incur EU Political
      Expenditure up to GBP 25,000
16    Approve 2007 Shire Plc Employee Stock     For       For        Management
      Purchase Plan


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

SHIRE PLC (FORMERLY SHIRE PHARMACEUTICALS GROUP PLC)

Ticker:       SHPGY          Security ID:  82481R106
Meeting Date: JUN 20, 2007   Meeting Type: Annual
Record Date:  MAY 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE DIRECTORS  REPORT AND      For       For        Management
      ACCOUNTS FOR THE YEAR ENDED DECEMBER 31,
      2006.
2     TO RE-ELECT DR JAMES HENRY CAVANAUGH AS A For       For        Management
      DIRECTOR.
3     TO RE-ELECT DR BARRY JOHN PRICE AS A      For       For        Management
      DIRECTOR.
4     TO ELECT MS KATHLEEN ANNE NEALON AS A     For       For        Management
      DIRECTOR.
5     TO ELECT DR JEFFREY MARC LEIDEN AS A      For       For        Management
      DIRECTOR.
6     TO RE-ELECT MR MATTHEW WILLIAM EMMENS AS  For       For        Management
      A DIRECTOR.
7     TO RE-ELECT MR DAVID JOHN KAPPLER AS A    For       For        Management
      DIRECTOR.
8     TO RE-ELECT MR PATRICK LANGLOIS AS A      For       For        Management
      DIRECTOR.
9     Ratify Auditors                           For       For        Management
10    TO AUTHORISE THE AUDIT COMMITTEE TO       For       For        Management
      DETERMINE THE REMUNERATION OF THE
      AUDITORS.
11    TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT FOR THE YEAR ENDED DECEMBER 31,
      2006.
12    TO AUTHORISE THE ALLOTMENT OF SHARES.     For       For        Management
13    TO AUTHORISE THE DISAPPLICATION OF        For       For        Management
      PRE-EMPTION RIGHTS.
14    TO AUTHORISE MARKET PURCHASES.            For       For        Management
15    TO AUTHORISE DONATIONS TO EU POLITICAL    For       For        Management
      ORGANISATIONS AND THE INCURRING OF EU
      POLITICAL EXPENDITURE.
16    TO APPROVE THE RULES OF THE 2007 SHIRE    For       For        Management
      PLC EMPLOYEE STOCK PURCHASE PLAN AND TO
      AUTHORISE THE DIRECTORS TO MAKE
      MODIFICATIONS AND TO ESTABLISH FURTHER
      PLANS.


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

SIRF TECHNOLOGY HOLDINGS, INC

Ticker:       SIRF           Security ID:  82967H101
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Diosdado P. Banatao        For       Withhold   Management
1.2   Elect Director Michael L. Canning         For       For        Management
1.3   Elect Director Kanwar Chadha              For       For        Management
2     Ratify Auditors                           For       For        Management


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 11, 2007   Meeting Type: Annual
Record Date:  APR 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Basil L. Anderson          For       For        Management
1.2   Elect Director Arthur M. Blank            For       Withhold   Management
1.3   Elect Director Mary Elizabeth Burton      For       For        Management
1.4   Elect Director Gary L. Crittenden         For       For        Management
1.5   Elect Director Rowland T. Moriarty        For       For        Management
1.6   Elect Director Robert C. Nakasone         For       For        Management
1.7   Elect Director Ronald L. Sargent          For       For        Management
1.8   Elect Director Martin Trust               For       For        Management
1.9   Elect Director Vijay Vishwanath           For       For        Management
1.10  Elect Director Paul F. Walsh              For       For        Management
2     Company Specific- Majority Vote for the   For       For        Management
      Uncontested Election of Directors
3     Ratify Auditors                           For       For        Management
4     Company Specific- Adopt Simple Majority   Against   For        Shareholder
      Vote


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

STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 21, 2007   Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard Schultz             For       For        Management
1.2   Elect Director Barbara Bass               For       For        Management
1.3   Elect Director Howard P. Behar            For       For        Management
1.4   Elect Director William W. Bradley         For       For        Management
1.5   Elect Director James L. Donald            For       For        Management
1.6   Elect Director Mellody Hobson             For       For        Management
1.7   Elect Director Olden Lee                  For       For        Management
1.8   Elect Director James G. Shennan, Jr.      For       For        Management
1.9   Elect Director Javier G. Teruel           For       For        Management
1.10  Elect Director Myron E. Ullman, III       For       For        Management
1.11  Elect Director Craig E. Weatherup         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Calvin Darden              For       For        Management
1.2   Elect Director Anne M. Mulcahy            For       For        Management
1.3   Elect Director Stephen W. Sanger          For       For        Management
1.4   Elect Director Gregg W. Steinhafel        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Company Specific- Require Majority Vote   For       For        Management
      for the Election of Directors
5     Report on Political Contributions         Against   Abstain    Shareholder


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

TD AMERITRADE HOLDINGS CORP.

Ticker:       AMTD           Security ID:  87236Y108
Meeting Date: FEB 27, 2007   Meeting Type: Annual
Record Date:  JAN 3, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marshall A. Cohen          For       For        Management
1.2   Elect Director William H. Hatanaka        For       Withhold   Management
1.3   Elect Director Robert T. Slezak           For       For        Management
1.4   Elect Director Allan R. Tessler           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Other Business                            For       Against    Management


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

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: OCT 5, 2006    Meeting Type: Special
Record Date:  AUG 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE REMUNERATION OF MR. ELI    For       For        Management
      HURVITZ IN HIS CAPACITY AS CHAIRMAN OF
      THE BOARD OF TEVA, IN AN AMOUNT OF THE
      NIS EQUIVALENT OF $300,000 PER ANNUM PLUS
      VAT, TO BE ADJUSTED BY THE INCREASE OF
      THE ISRAELI CONSUMER PRICE INDEX,
      TOGETHER WITH AN OFFIC
2     TO APPROVE THE REMUNERATION OF DR.        For       For        Management
      PHILLIP FROST IN HIS CAPACITY AS VICE
      CHAIRMAN OF THE BOARD OF TEVA AND
      CHAIRMAN OF THE BOARD S SCIENCE AND
      TECHNOLOGY COMMITTEE, IN AN AMOUNT OF THE
      NIS EQUIVALENT OF $275,000 PER ANNUM PLUS
      VAT, TO BE ADJUSTED BY THE


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

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     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       Against    Management
4     Elect Director Carrie S. Cox              For       For        Management
5     Elect Director Thomas J. Engibous         For       For        Management
6     Elect Director David R. Goode             For       For        Management
7     Elect Director Pamela H. Patsley          For       For        Management
8     Elect Director Wayne R. Sanders           For       For        Management
9     Elect Director Ruth J. Simmons            For       Against    Management
10    Elect Director Richard K. Templeton       For       For        Management
11    Elect Director Christine Todd Whitman     For       Against    Management
12    Ratify Auditors                           For       For        Management


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Marijn E. Dekkers          For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 29, 2007   Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William C. Ballard, Jr.    For       For        Management
1.2   Elect Director Richard T. Burke           For       For        Management
1.3   Elect Director Stephen J. Hemsley         For       For        Management
1.4   Elect Director Robert J. Darretta         For       For        Management
2     Company Specific--Majority Vote for the   For       For        Management
      Election of Directors
3     Declassify the Board of Directors         For       For        Management
4     Reduce Supermajority Vote Requirement for For       For        Management
      Removal of Directors
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Amend Articles-Make Stylistic, Clarifying For       For        Management
      and Conforming Changes
7     Ratify Auditors                           For       For        Management
8     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
9     Establish SERP Policy                     Against   For        Shareholder
10    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
11    Equal Access to the Proxy for Purpose of  Against   For        Shareholder
      Electing a Director


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

VARIAN MEDICAL SYSTEMS INC

Ticker:       VAR            Security ID:  92220P105
Meeting Date: FEB 15, 2007   Meeting Type: Annual
Record Date:  DEC 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Seely Brown           For       For        Management
1.2   Elect Director R. Andrew Eckert           For       For        Management
1.3   Elect Director Mark R. Laret              For       For        Management
1.4   Elect Director Kent J. Thiry              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ernest S. Rady             For       For        Management
1.2   Elect Director Jerry Gitt                 For       For        Management
1.3   Elect Director John T. Casteen, III       For       For        Management
1.4   Elect Director Maryellen C. Herringer     For       For        Management
1.5   Elect Director Joseph Neubauer            For       For        Management
1.6   Elect Director Timothy D. Proctor         For       For        Management
1.7   Elect Director Van L. Richey              For       For        Management
1.8   Elect Director Dona Davis Young           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Company Specific--Provide for Majority    For       For        Management
      Voting
4     Ratify Auditors                           For       For        Management
5     Approve Report of the Compensation        Against   Against    Shareholder
      Committee
6     Require Director Nominee Qualifications   Against   Against    Shareholder
7     Report on Political Contributions         Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

WHOLE FOODS MARKET, INC.

Ticker:       WFMI           Security ID:  966837106
Meeting Date: MAR 5, 2007    Meeting Type: Annual
Record Date:  JAN 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Dupree            For       For        Management
1.2   Elect Director John B. Elstrott           For       For        Management
1.3   Elect Director Gabrielle E. Greene        For       For        Management
1.4   Elect Director Hass Hassan                For       For        Management
1.5   Elect Director John P. Mackey             For       For        Management
1.6   Elect Director Linda A. Mason             For       For        Management
1.7   Elect Director Morris J. Siegel           For       For        Management
1.8   Elect Director Ralph Z. Sorenson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
5     Report on Energy Efficiency               Against   Abstain    Shareholder
6     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

WILLIAMS-SONOMA, INC.

Ticker:       WSM            Security ID:  969904101
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Howard Lester           For       For        Management
1.2   Elect Director Adrian D.P. Bellamy        For       Withhold   Management
1.3   Elect Director Patrick J. Connolly        For       For        Management
1.4   Elect Director Adrian T. Dillon           For       For        Management
1.5   Elect Director Anthony A. Greener         For       For        Management
1.6   Elect Director Michael R. Lynch           For       For        Management
1.7   Elect Director Richard T. Robertson       For       For        Management
1.8   Elect Director David B. Zenoff            For       For        Management
2     Ratify Auditors                           For       For        Management


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

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Terry S. Semel             For       For        Management
2     Elect Director Jerry Yang                 For       For        Management
3     Elect Director Roy J. Bostock             For       Against    Management
4     Elect Director Ronald W. Burkle           For       Against    Management
5     Elect Director Eric Hippeau               For       For        Management
6     Elect Director Vyomesh Joshi              For       For        Management
7     Elect Director Arthur H. Kern             For       Against    Management
8     Elect Director Robert A. Kotick           For       For        Management
9     Elect Director Edward R. Kozel            For       For        Management
10    Elect Director Gary L. Wilson             For       For        Management
11    Amend Omnibus Stock Plan                  For       For        Management
12    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
13    Ratify Auditors                           For       For        Management
14    Pay For Superior Performance              Against   For        Shareholder
15    Adopt Policies to Protect Freedom of      Against   Abstain    Shareholder
      Access to the Internet
16    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights
========== 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 Growth Fund

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

Date:  August 17, 2007

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